What changed in this filing

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Item 1. Financial Statements

2026-07-31 compared with 2026-05-01 · 93 added, 65 removed, 391 unchanged (29% of the section changed)

3 unchanged sentences

Condensed Consolidated Statements of Comprehensive Income

Three Months Ended March 31,

Three Months Ended June 30, Six Months Ended June 30,

(in thousands, except per share information) 2026 2025 2026 2025

5 unchanged sentences

Transaction expenses 125 184 273 235

Loss (gain) on disposal of assets and other ( 170 ) 123

Gain on sale-leaseback transactions — ( 6,903 ) — ( 6,903 )

Loss on disposal of assets and other 460 207 290 330

Total operating expenses 50,845 44,673 100,831 94,230

2 unchanged sentences

Interest expense 4,272 4,706 8,413 9,689

Foreign exchange gains and other, net ( 523 ) ( 1,068 )

Foreign exchange losses (gains) and other, net 226 ( 3,942 ) ( 297 ) ( 5,010 )

Total other expense 4,498 764 8,116 4,679

8 unchanged sentences

Diluted $ 1.05 $ 0.61 $ 1.44 $ 0.70

Other comprehensive income (loss), net of tax of $ 0 and $ 0 :

Other comprehensive income, net of tax

Net income $ 12,407 $ 7,700 $ 16,899 $ 8,822

6 unchanged sentences

Condensed Consolidated Balance Sheets

(in thousands, except share information) March 31, 2026 December 31, 2025

(in thousands, except share information) June 30, 2026 December 31, 2025

Current assets

41 unchanged sentences

Condensed Consolidated Statements of Cash Flows

Three Months Ended March 31,

Six Months Ended June 30,

(in thousands) 2026 2025

7 unchanged sentences

Deferred income taxes ( 1,731 ) ( 3,670 )

Gain on sale-leaseback transactions — ( 6,903 )

Other 3,899 1,041

10 unchanged sentences

Proceeds from sale of property and equipment 159 57

Net cash used in investing activities ( 253 ) ( 2,096 )

Proceeds from sale-leaseback transactions — 8,028

Net cash provided by (used in) investing activities ( 3,030 ) 5,024

Cash flows from financing activities

5 unchanged sentences

Payment of withheld taxes on stock-based compensation plans ( 9,274 ) ( 1,321 )

Net cash provided by (used in) financing activities 1,852 ( 21,013 )

Net cash used in financing activities ( 11,571 ) ( 37,296 )

Effect of exchange rate changes on cash ( 400 ) 1,479

Net increase (decrease) in cash, cash equivalents and restricted cash 2,827 ( 13,518 )

Cash, cash equivalents and restricted cash at beginning of period 34,661 44,661

Cash, cash equivalents and restricted cash at end of period $ 37,488 $ 31,143

Net decrease in cash and cash equivalents ( 945 ) ( 5,694 )

Cash and cash equivalents at beginning of period 34,661 44,661

Cash and cash equivalents at end of period $ 33,716 $ 38,967

Supplemental cash flow disclosures

9 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2026

Six Months Ended June 30, 2026

(in thousands) Common stock Additional paid-in capital Treasury stock Retained

10 unchanged sentences

Balance at March 31, 2026 $ 135 $ 1,420,832 $ ( 181,238 ) $ ( 839,965 ) $ ( 119,081 ) $ 280,683

Stock-based compensation expense — 2,616 — — — 2,616

Treasury stock — — ( 2,998 ) — — ( 2,998 )

Currency translation adjustment — — — — ( 2,914 ) ( 2,914 )

Change in pension liability — — — — ( 12 ) ( 12 )

Net income — — — 12,407 — 12,407

Balance at June 30, 2026 $ 135 $ 1,423,448 $ ( 184,236 ) $ ( 827,558 ) $ ( 122,007 ) $ 289,782

The accompanying notes are an integral part of these condensed consolidated financial statements.

2 unchanged sentences

Condensed Consolidated Statements of Changes in Stockholders’ Equity

Three Months Ended March 31, 2025

Six Months Ended June 30, 2025

(in thousands) Common stock Additional paid-in capital Treasury stock Retained

10 unchanged sentences

Balance at March 31, 2025 $ 132 $ 1,420,366 $ ( 144,054 ) $ ( 833,675 ) $ ( 122,727 ) $ 320,042

Stock-based compensation expense — 1,772 — — — 1,772

Treasury stock — — ( 4,298 ) — — ( 4,298 )

Currency translation adjustment — — — — 8,929 8,929

Change in pension liability — — — — 75 75

Net income — — — 7,700 — 7,700

Balance at June 30, 2025 $ 132 $ 1,422,138 $ ( 148,352 ) $ ( 825,975 ) $ ( 113,723 ) $ 334,220

The accompanying notes are an integral part of these condensed consolidated financial statements.

10 unchanged sentences

In management's opinion, all adjustments, consisting of normal recurring adjustments, necessary for the fair statement of the Company’s financial position, results of operations and cash flows have been included.

Operating results for the three months ended March 31, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other interim period.

Operating results for the three and six months ended June 30, 2026 are not necessarily indicative of the results that may be expected for the year ending December 31, 2026 or any other interim period.

These interim financial statements are unaudited and have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) regarding interim financial reporting.

22 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Continued)

The following table reflects the changes in our contract assets and contract liabilities balances for the three months ended March 31, 2026 (in thousands):

March 31, 2026 December 31, 2025 Increase (Decrease)

The following table reflects the changes in our contract assets and contract liabilities balances for the six months ended June 30, 2026 (in thousands):

June 30, 2026 December 31, 2025 Increase (Decrease)

Accrued revenue $ 70 $ 21

4 unchanged sentences

Contract liabilities $ 32,994 $ 34,322 $ ( 1,328 ) ( 4 ) %

During the three months ended March 31, 2026, our contract assets increased by $ 3.6 million and our contract liabilities decreased $ 5.6 million primarily due to the timing of milestone billings for projects in our Subsea product line.

During the three months ended March 31, 2026, we recognized $ 16.2 million of revenue that was included in the contract liabilities balance at the beginning of the period.

As of March 31, 2026, the Company’s remaining performance obligations totaled approximately $ 44.2 million related to contracts with an original expected duration of greater than one year.

During the six months ended June 30, 2026, our contract assets increased by $ 6.9 million and our contract liabilities decreased $ 1.3 million primarily due to the timing of milestone billings for projects in our Subsea product line.

During the six months ended June 30, 2026, we recognized $ 22.9 million of revenue that was included in the contract liabilities balance at the beginning of the period.

As of June 30, 2026, the Company’s remaining performance obligations totaled approximately $ 39.5 million related to contracts with an original expected duration of greater than one year.

The remaining performance obligations represent contracted revenue that has not yet been recognized and excludes amounts related to contracts with an original expected duration of one year or less, for which the Company has elected the practical expedient under ASC 606.

1 unchanged sentence

Actual timing of revenue recognition may vary due to changes in project scope, execution schedules, or other factors.

The Company's significant components of inventory at March 31, 2026 and December 31, 2025 were as follows (in thousands):

March 31, 2026 December 31, 2025

The Company's significant components of inventory at June 30, 2026 and December 31, 2025 were as follows (in thousands):

June 30, 2026 December 31, 2025

Raw materials and parts $ 90,389 $ 95,617

8 unchanged sentences

Goodwill and Intangible Assets

The changes in the carrying amount of goodwill from December 31, 2025 to March 31, 2026, were as follows (in thousands):

The changes in the carrying amount of goodwill from December 31, 2025 to June 30, 2026, were as follows (in thousands):

Artificial Lift and Downhole

2 unchanged sentences

local currency translation ( 2,120 )

Goodwill, March 31, 2026 $ 63,779

Goodwill, June 30, 2026 $ 62,547

Goodwill is not amortized and is tested for impairment at least annually or when events and circumstances indicate that fair value may be below its carrying value.

Intangible Assets

Intangible assets consisted of the following as of March 31, 2026 and December 31, 2025, respectively (in thousands):

March 31, 2026

Intangible assets consisted of the following as of June 30, 2026 and December 31, 2025, respectively (in thousands):

June 30, 2026

Gross Carrying Amount Accumulated Amortization Net Intangibles Amortization Period (In Years)

13 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Continued)

Debt as of March 31, 2026 and December 31, 2025 consisted of the following (in thousands):

March 31, 2026 December 31, 2025

Debt as of June 30, 2026 and December 31, 2025 consisted of the following (in thousands):

June 30, 2026 December 31, 2025

2029 Bonds $ 100,000 $ 100,000

17 unchanged sentences

The 2029 Bonds are also subject to negative covenants as set forth in the Bond Terms.

As of March 31, 2026, the Company was in compliance with all of its 2029 Bonds financial covenants.

As of June 30, 2026, the Company was in compliance with all of its 2029 Bonds financial covenants.

Upon the occurrence of certain change of control events, as specified in the Bond Terms, each holder of the 2029 Bonds will have the right to require that the Company repurchase all or some of such holder’s 2029 Bonds in cash at a purchase price equal to 101 % of the aggregate principal amount thereof.

14 unchanged sentences

or Canadian dollars (with a sublimit of up to $ 10.0 million U.S.

dollar available for the issuance of letters of credit for the account of our Canadian subsidiaries) (the “Canadian Line”).

dollars available for the issuance of letters of credit for the account of our Canadian subsidiaries) (the “Canadian Line”).

Lender commitments under the Credit Facility, subject to certain limitations, may be increased by an additional $ 100.0 million .

1 unchanged sentence

Our borrowing capacity under the Credit Facility could be reduced or eliminated, depending on future fluctuations in our receivables and inventory.

As of March 31, 2026, our total borrowing base was $ 149.0 million, of which amount $ 55.1 million was drawn and $ 40.3 million was used as security for outstanding letters of credit, resulting in remaining availability of $ 53.6 million.

As of June 30, 2026, our total borrowing base was $ 151.9 million, of which amount $ 45.0 million was drawn and $ 44.9 million was used as security for outstanding letters of credit, resulting in remaining availability of $ 62.0 million.

Borrowings under the U.S.

3 unchanged sentences

The Canadian Line base rate is determined by reference to the greater of (i) the one-month CORRA plus 1.00 % per annum and (ii) the prime rate for Canadian dollar commercial loans made in Canada as reported by Thomson Reuters, subject to a floor of 0.00 %.

The weighted average interest rate under the Credit Facility was approximately 6.39 % and 7.55 % for the three months ended March 31, 2026 and 2025, respectively.

The weighted average interest rate under the Credit Facility was approximately 6.43 % and 7.42 % for the six months ended June 30, 2026 and 2025, respectively.

The Credit Facility also provides for a commitment fee in the amount of (a) 0.375 % on the unused portion of revolving commitments if average usage of the Credit Facility is greater than 50 % and (b) 0.500 % on the unused portion of revolving commitments if average usage of the Credit Facility is less than or equal to 50 %.

5 unchanged sentences

The Credit Facility contains various covenants that, among other things, limit our ability (none of which are absolute) to incur additional indebtedness or issue certain preferred shares, grant certain liens, make certain loans and investments, pay dividends, make distributions or make other restricted payments, enter into mergers or acquisitions unless certain conditions are satisfied, change our lines of business, prepay certain indebtedness, enter into certain affiliate transactions or engage in certain asset dispositions.

If an event of default exists under the Credit Facility, the lenders will have the right to accelerate the maturity of the obligations outstanding under the Credit Facility and exercise other rights and remedies.

Obligations outstanding under the Credit Facility, however, will be automatically accelerated upon an event of default arising from a

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Continued)

bankruptcy or insolvency event.

Obligations outstanding under the Credit Facility, however, will be automatically accelerated upon an event of default arising from a bankruptcy or insolvency event.

An event of default includes, among other things, nonpayment of principal, interest, fees or other amounts within certain grace periods;

6 unchanged sentences

and the occurrence of a Change of Control (as defined in the Credit Facility).

As of March 31, 2026, the Company was in compliance with all of its Credit Facility financial covenants.

As of June 30, 2026, the Company was in compliance with all of its Credit Facility financial covenants.

Other debt consists of various finance leases of equipment.

1 unchanged sentence

We execute letters of credit in the normal course of business to secure the delivery of product from specific vendors and also to guarantee our fulfillment of performance obligations relating to certain large contracts.

The Company had $ 40.3 million and $ 36.2 million in total outstanding letters of credit as of March 31, 2026 and December 31, 2025, respectively.

The Company had $ 44.9 million and $ 36.2 million in total outstanding letters of credit as of June 30, 2026 and December 31, 2025, respectively.

For interim periods, our income tax expense or benefit is computed based on our estimated annual effective tax rate and any discrete items that impact the interim periods.

For the three months ended March 31, 2026 and 2025, the Company recorded a tax expense of $ 2.9 million and $ 3.8 million, respectively.

The estimated annual effective tax rates for all periods were impacted by losses in jurisdictions where the recording of a tax benefit is not available.

For the three and six months ended June 30, 2026, the Company recorded a tax expense of $ 3.6 million and $ 6.5 million, respectively.

For the three and six months ended June 30, 2025, the Company recorded a tax expense of $ 6.2 million and $ 10.0 million, respectively.

The estimated annual effective tax rates for all periods were impacted by changes in earnings relative to tax expense and by fluctuations in valuation allowances on net operating loss carryforwards.

Furthermore, the tax expense or benefit recorded can vary from period to period depending on the Company’s relative mix of earnings and losses by jurisdiction.

6 unchanged sentences

In making such a determination, we consider all available positive and negative evidence, including, but not limited to, our recent history of pretax losses over the prior three year period, the goodwill and intangible asset impairments for various reporting units, the future reversals of existing taxable temporary differences, the projected future taxable income or loss and tax planning.

As of March 31, 2026, we do not anticipate being able to fully utilize all of the losses prior to their expiration in the following jurisdictions:

We believe that there is a reasonable possibility that within the next 12 months, a portion of the valuation allowance will no longer be needed.

Release of the valuation allowance would result in the recognition of certain deferred tax assets and a decrease to income tax expense for the period the release is recorded.

However, the exact timing and amount of the valuation allowance release are subject to change on the basis of the level of profitability that we are able to actually achieve.

As of June 30, 2026, we do not anticipate being able to fully utilize all of the losses prior to their expiration in the following jurisdictions:

the U.S., United Kingdom, Singapore and China.

As a result, we have certain valuation allowances against our deferred tax assets as of March 31, 2026.

As a result, we have certain valuation allowances against our deferred tax assets as of June 30, 2026.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA").

2 unchanged sentences

taxation of foreign earnings.

Fair Value Measurements

The Company had $ 55.1 million and $ 100.0 million borrowings outstanding under the Credit Facility and 2029 Bonds as of March 31, 2026, respectively.

The Credit Facility incurs interest at a variable interest rate and therefore, the carrying amount approximates fair value.

The fair value of the debt is classified as a Level 2 measurement because interest rates charged are similar to other financial instruments with similar terms and maturities.

Forum Energy Technologies, Inc.

1 unchanged sentence

Notes to Condensed Consolidated Financial Statements (Continued)

Fair Value Measurements

The Company had $ 45.0 million and $ 100.0 million borrowings outstanding under the Credit Facility and 2029 Bonds as of June 30, 2026, respectively.

The Credit Facility incurs interest at a variable interest rate and therefore, the carrying amount approximates fair value.

The fair value of the debt is classified as a Level 2 measurement because interest rates charged are similar to other financial instruments with similar terms and maturities.

The fair value of our 2029 Bonds is estimated using Level 2 inputs in the fair value hierarchy and is based on quoted prices for those or similar instruments.

At March 31, 2026, the fair value and the carrying value of our 2029 Bonds approximated $ 105.2 million and $ 94.9 million, respectively.

At June 30, 2026, the fair value and the carrying value of our 2029 Bonds approximated $ 105.2 million and $ 95.2 million, respectively.

At December 31, 2025, the fair value and the carrying value of our 2029 Bonds approximated $ 103.5 million and $ 94.6 million, respectively.

There were no other significant outstanding financial instruments as of March 31, 2026 and December 31, 2025 that required measuring the amounts at fair value on a recurring basis.

We did not change our valuation techniques associated with recurring fair value measurements from prior periods, and there were no transfers between levels of the fair value hierarchy during the three months ended March 31, 2026.

There were no other significant outstanding financial instruments as of June 30, 2026 and December 31, 2025 that required measuring the amounts at fair value on a recurring basis.

Business Segments

11 unchanged sentences

Summary financial data by segment follows (in thousands):

Three Months Ended March 31, 2026

Drilling and Completions Artificial Lift and Downhole Total

Three Months Ended June 30, 2026 Six Months Ended June 30, 2026

Drilling and Completions Artificial Lift and Downhole Total Drilling and Completions Artificial Lift and Downhole Total

Revenue from external customers $ 138,795 $ 87,422 $ 226,217 $ 265,397 $ 169,520 $ 434,917

9 unchanged sentences

Notes to Condensed Consolidated Financial Statements (Continued)

Three Months Ended March 31, 2025

Drilling and Completions Artificial Lift and Downhole Total

Three Months Ended June 30, 2025 Six Months Ended June 30, 2025

Drilling and Completions Artificial Lift and Downhole Total Drilling and Completions Artificial Lift and Downhole Total

Revenue from external customers $ 117,217 $ 82,547 $ 199,764 $ 232,700 $ 160,343 $ 393,043

7 unchanged sentences

A reconciliation of segment operating income to income before income taxes is as follows (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Segment operating income $ 30,065 $ 17,662 $ 50,558 $ 34,338

Other corporate expenses

8,973 9,491 18,483 17,189

Transaction expenses 125 184 273 235

Loss (gain) on disposal of assets and other ( 170 ) 123

Gain on sale-leaseback transactions — ( 6,903 ) — ( 6,903 )

Loss on disposal of assets and other 460 207 290 330

Interest expense 4,272 4,706 8,413 9,689

Foreign exchange gains and other, net ( 523 ) ( 1,068 )

Foreign exchange losses (gains) and other, net 226 ( 3,942 ) ( 297 ) ( 5,010 )

Income before income taxes $ 16,009 $ 13,919 $ 23,396 $ 18,808

A summary of consolidated assets by reportable segment is as follows (in thousands):

March 31, 2026 December 31, 2025

June 30, 2026 December 31, 2025

Drilling and Completions $ 399,816 $ 385,401

7 unchanged sentences

The following table presents our revenues disaggregated by product line (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Drilling $ 35,535 $ 32,846 $ 68,265 $ 64,959

8 unchanged sentences

The following table presents our revenues disaggregated by geography (in thousands):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

United States $ 104,720 $ 107,276 $ 197,858 $ 211,179

2 unchanged sentences

Middle East 20,789 21,931 39,834 41,576

Asia-Pacific 12,964 10,443

Latin America 14,812 10,866 26,439 18,929

Asia-Pacific 9,902 10,065 22,866 20,508

Total revenue $ 226,217 $ 199,764 $ 434,917 $ 393,043

2 unchanged sentences

Management has reviewed such pending judicial and legal proceedings, the reasonably anticipated costs and expenses in connection with such proceedings, and the availability and limits of insurance coverage, and has established reserves that are believed to be appropriate in light of those outcomes that are believed to be probable and can be estimated.

The reserves accrued at March 31, 2026 and December 31, 2025, respectively, are immaterial.

The reserves accrued at June 30, 2026 and December 31, 2025, respectively, are immaterial.

In the opinion of management, the Company’s ultimate liability, if any, with respect to these actions is not expected to have a material adverse effect on the Company’s financial position, results of operations or cash flows.

5 unchanged sentences

The calculation of basic and diluted earnings per share for each period presented was as follows (dollars and shares in thousands, except per share amounts):

Three Months Ended

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 2026 2025

Net income $ 12,407 $ 7,700 $ 16,899 $ 8,822

5 unchanged sentences

Diluted $ 1.05 $ 0.61 $ 1.44 $ 0.70

For the three months ended March 31, 2026 and 2025, the diluted earnings per share excludes approximately 67 thousand and 9 thousand shares, respectively, because they were anti-dilutive.

For the three and six months ended June 30, 2026, the diluted earnings per share excludes approximately 47 thousand and 57 thousand shares, respectively, and for the three and six months ended June 30, 2025, the diluted earnings per share excludes approximately 28 thousand and 19 thousand shares, respectively, because they were anti-dilutive.

Diluted earnings per share was calculated using treasury stock method for the stock options and restricted stock.

1 unchanged sentence

Restricted Stock and Time-Based Restricted Stock Units

During the three months ended March 31, 2026, the Company granted 63,463 time-based restricted stock units to employees that vest ratably over three years .

Also, during the three months ended March 31, 2026, the Company granted 14,239 time-based restricted stock and 7,668 time-based restricted stock units to non-employee members of the Board of Directors that vest after one year .

During the six months ended June 30, 2026, the Company granted 63,463 time-based restricted stock units to employees that vest ratably over three years .

Also, during the six months ended June 30, 2026, the Company granted 14,239 time-based restricted stock and 7,668 time-based restricted stock units to non-employee members of the Board of Directors that vest after one year .

Performance Share Awards

During the three months ended March 31, 2026, the Company granted 31,735 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's total shareholder return compared to the total shareholder return of a group of peer companies over three different performance periods.

During the six months ended June 30, 2026, the Company granted 31,735 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's total shareholder return compared to the total shareholder return of a group of peer companies over three different performance periods.

The performance periods run from January 1, 2026 through December 31, 2026, January 1, 2026 through December 31, 2027 and January 1, 2026 through December 31, 2028, and one-third of each award is allocated to each performance period.

The performance restricted stock units may settle for between 0 % and 200 % of the target units granted.

During the three months ended March 31, 2026, the Company granted 60,704 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's earnings before interest, taxes, depreciation and amortization expense over the performance period between January 1, 2026 through December 31, 2028.

During the six months ended June 30, 2026, the Company granted 60,704 performance restricted stock units (assuming target performance) to employees that vest based upon the Company's earnings before interest, taxes, depreciation and amortization expense over the performance period between January 1, 2026 through December 31, 2028.

The performance restricted stock units may settle for between 0 % and 200 % of the target units granted.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements