Forum Energy Technologies - 10-Q quarterly report FY

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

Form 10-Q

___________________________________



☑						QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2026



☐						TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File Number 001-35504

FORUM ENERGY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)




Delaware									61-1488595
(State or other jurisdiction of									(I.R.S. Employer Identification No.)
incorporation or organization)

10344 Sam Houston Park Drive

Suite 300

Houston

Texas

77064

(Address of Principal Executive Offices)

(Zip Code)


(281)			949-2500

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock

FET

New York Stock Exchange

NYSE Texas, Inc.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes þ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☑

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No þ

As of April 24, 2026, there were 11,304,286 common shares outstanding.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements

Forum Energy Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Income

(Unaudited)


	Three Months Ended March 31,
(in thousands, except per share information)		2026		2025
Revenue		$	208,700	$	193,279
Cost of sales		147,709		134,918
Gross profit		60,991		58,361
Operating expenses
Selling, general and administrative expenses		50,008		49,383
Transaction expenses		148		51

Loss (gain) on disposal of assets and other		(170)		123
Total operating expenses		49,986		49,557
Operating income		11,005		8,804
Other expense (income)
Interest expense		4,141		4,983
Foreign exchange gains and other, net		(523)		(1,068)


Total other expense		3,618		3,915
Income before taxes		7,387		4,889
Income tax expense		2,895		3,767
Net income		$	4,492	$	1,122

Weighted average shares outstanding
Basic		11,214		12,303
Diluted		11,641		12,568
Earnings per share
Basic		$	0.40	$	0.09
Diluted		$	0.39	$	0.09

Other comprehensive income (loss), net of tax of $0 and $0 :
Net income		$	4,492	$	1,122
Change in foreign currency translation		(3,612)		484
Gain (loss) on pension liability		(17)		36
Comprehensive income		$	863	$	1,642

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

Forum Energy Technologies, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(Unaudited)


(in thousands, except share information)	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	37,488	$	34,661
Accounts receivable—trade, net of allowances of $9,611 and $8,953	155,480		142,396
Inventories, net	236,412		239,420
Prepaid expenses and other current assets	21,907		23,017
Costs and estimated profits in excess of billings	12,894		9,369
Accrued revenue	135		21
Total current assets	464,316		448,884
Property and equipment, net of accumulated depreciation	49,590		51,905
Operating lease assets	83,217		80,733
Deferred financing costs, net	3,085		1,580
Goodwill	63,779		64,667
Intangible assets, net	87,962		93,637
Deferred income taxes, net	7,725		7,887
Other long-term assets	3,391		3,162
Total assets	$	763,065	$	752,455
Liabilities and equity
Current liabilities
Current portion of long-term debt	$	1,383	$	1,407
Accounts payable—trade	114,689		94,561
Accrued liabilities	63,834		76,244
Deferred revenue	17,220		17,438
Billings in excess of costs and profits recognized	11,486		16,884
Total current liabilities	208,612		206,534
Long-term debt, net of current portion	152,337		134,521
Deferred income taxes, net	19,234		20,425
Operating lease liabilities	86,476		83,957
Other long-term liabilities	15,723		15,875
Total liabilities	482,382		461,312
Commitments and contingencies
Equity
Common stock, $0.01 par value, 29,600,000 shares authorized, 13,507,226 and 13,192,818 shares issued	135		132
Additional paid-in capital	1,420,832		1,427,589
Treasury stock at cost, 2,188,713 and 2,095,969 shares	(181,238)		(176,669)
Retained deficit	(839,965)		(844,457)
Accumulated other comprehensive loss	(119,081)		(115,452)
Total equity	280,683		291,143
Total liabilities and equity	$	763,065	$	752,455

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

Forum Energy Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Cash Flows

(Unaudited)


	Three Months Ended March 31,
(in thousands)	2026		2025
Cash flows from operating activities
Net income	$	4,492	$	1,122
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation expense	3,186		3,689
Amortization of intangible assets	4,616		5,286

Inventory write-down	397		390
Stock-based compensation expense	2,520		1,818
Deferred income taxes	(846)		(1,559)


Other	1,438		334
Changes in operating assets and liabilities
Accounts receivable—trade	(14,810)		1,113
Inventories	1,756		2,850
Prepaid expenses and other current assets	604		1,740
Cost and estimated profit in excess of billings	(3,663)		(27)
Accounts payable, deferred revenue and other accrued liabilities	7,292		(8,587)
Billings in excess of costs and profits recognized	(5,355)		1,157
Net cash provided by operating activities	1,627		9,326
Cash flows from investing activities
Capital expenditures for property and equipment	(256)		(2,110)
Proceeds from sale of property and equipment	3		14


Net cash used in investing activities	(253)		(2,096)
Cash flows from financing activities
Borrowings on Credit Facility	137,934		132,038
Repayments on Credit Facility	(120,163)		(148,585)



Payment of capital lease obligations	(417)		(455)
Deferred financing costs	(1,659)		(693)
Repurchases of stock	(4,569)		(1,997)
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)
Effect of exchange rate changes on cash	(399)		265
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

Supplemental cash flow disclosures
Cash paid for interest	$	1,094	$	1,942
Cash paid for income taxes	7,819		1,585

Noncash activities
Operating lease assets obtained in exchange for lease obligations	$	5,397	$	629
Finance lease assets obtained in exchange for lease obligations	185		262
Accrued purchases of property and equipment	833		814

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

Forum Energy Technologies, Inc. and Subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


Three Months Ended March 31, 2026
(in thousands)	Common stock		Additional paid-in capital		Treasury stock		Retained deficit		Accumulated other comprehensive income / (loss)		Total equity
Balance at December 31, 2025	$	132	$	1,427,589	$	(176,669)	$	(844,457)	$	(115,452)	$	291,143
Stock-based compensation expense	—		2,520		—		—		—		2,520
Restricted stock issuance, net of shares withheld for taxes	3		(9,277)		—		—		—		(9,274)


Treasury stock	—		—		(4,569)		—		—		(4,569)
Currency translation adjustment	—		—		—		—		(3,612)		(3,612)
Change in pension liability	—		—		—		—		(17)		(17)
Net income	—		—		—		4,492		—		4,492
Balance at March 31, 2026	$	135	$	1,420,832	$	(181,238)	$	(839,965)	$	(119,081)	$	280,683

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

Forum Energy Technologies, Inc. and subsidiaries

Condensed Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)


Three Months Ended March 31, 2025
(in thousands)	Common stock		Additional paid-in capital		Treasury stock		Retained deficit		Accumulated other comprehensive income / (loss)		Total equity
Balance at December 31, 2024	$	130	$	1,419,871	$	(142,057)	$	(834,797)	$	(123,247)	$	319,900
Stock-based compensation expense	—		1,818		—		—		—		1,818
Restricted stock issuance, net of shares withheld for taxes	2		(1,323)		—		—		—		(1,321)

Treasury stock	—		—		(1,997)		—		—		(1,997)
Currency translation adjustment	—		—		—		—		484		484
Change in pension liability	—		—		—		—		36		36
Net income	—		—		—		1,122		—		1,122
Balance at March 31, 2025	$	132	$	1,420,366	$	(144,054)	$	(833,675)	$	(122,727)	$	320,042

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

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Forum Energy Technologies, Inc. and Subsidiaries

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Organization and Basis of Presentation

Forum Energy Technologies, Inc. (the “Company,” “FET®,” “we,” “our,” or “us”), a Delaware corporation, is a global manufacturing company serving the oil, natural gas, defense and renewable energy industries. With headquarters located in Houston, Texas, FET optimizes customer operations by improving safety, increasing efficiency, and reducing environmental impact.

Basis of Presentation

The Company's accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its subsidiaries. All intercompany transactions have been eliminated in consolidation.

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.

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. Accordingly, they do not include all of the information and notes required by accounting principles generally accepted in the United States of America (“U.S. GAAP”) for complete consolidated financial statements and should be read in conjunction with the audited consolidated financial statements for the year ended December 31, 2025, which are included in the Company’s 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026.

2. Recent Accounting Pronouncements

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB"), which the Company adopts as of the specified effective date. Unless otherwise discussed, management believes that the impact of recently issued standards, which are not yet effective, will not have a material impact on the Company's consolidated financial statements upon adoption.

Accounting Standards Issued But Not Yet Adopted

Disaggregation of Income Statement Expenses (Subtopic 220-40). In November 2024, FASB issued ASU 2024-03 to improve financial reporting by requiring entities to disclose additional information about specific expense categories in the notes to financial statements at interim and annual reporting periods. This update is effective for fiscal years beginning after December 15, 2026. Early adoption is permitted, and this update may be applied either prospectively or retrospectively. The Company is currently evaluating the impact of this standard on its consolidated financial statements.

3. Revenue

Revenue is recognized when control of the promised goods or services is transferred to our customers, in an amount that reflects the consideration we expect to be entitled to receive in exchange for those goods or services. For a detailed discussion of our revenue recognition policies, refer to the Company’s 2025 Annual Report on Form 10-K.

Disaggregated Revenue

Refer to Note 9 Business Segments for disaggregated revenue by product line and geography.

Contract Balances

Contract balances are determined on a contract by contract basis. Contract assets represent revenue recognized for goods and services provided to our customers when payment is conditioned on something other than the passage of time. Similarly, the Company records a contract liability when we receive consideration, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a sales contract. Such contract liabilities typically result from billings in excess of costs incurred on construction contracts and advance payments received on product sales.

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

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)
					$		%
Accrued revenue	$	135	$	21
Costs and estimated profits in excess of billings	12,894		9,369


Contract assets	$	13,029	$	9,390	$	3,639	39	%

Deferred revenue	$	17,220	$	17,438
Billings in excess of costs and profits recognized	11,486		16,884
Contract liabilities	$	28,706	$	34,322	$	(5,616)	(16)	%

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. 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.

The Company expects to recognize approximately $17.4 million of the remaining performance obligations over the next twelve months, with the remainder recognized thereafter, generally over the remaining contract terms, which extend up to three years. Actual timing of revenue recognition may vary due to changes in project scope, execution schedules, or other factors.

4. Inventories

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
Raw materials and parts	$	90,738	$	95,617
Work in process	24,722		26,001
Finished goods	143,485		140,822
Total inventories	258,945		262,440
Less: inventory reserve	(22,533)		(23,020)
Inventories, net	$	236,412	$	239,420

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

5. Goodwill and Intangible Assets

Goodwill

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


	Artificial Lift and Downhole
Goodwill, December 31, 2025	$	64,667

Impact on non-U.S. local currency translation	(888)
Goodwill, March 31, 2026	$	63,779

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
	Gross Carrying Amount		Accumulated Amortization		Net Intangibles		Amortization Period (In Years)
Customer relationships	$	214,684	$	(141,502)	$	73,182	3 - 15
Patents and technology	29,984		(20,605)		9,379		10 - 19
Trade names and other	27,911		(22,510)		5,401		3 - 19



Total intangible assets	$	272,579	$	(184,617)	$	87,962


	December 31, 2025
	Gross Carrying Amount		Accumulated Amortization		Net Intangibles		Amortization Period (In Years)
Customer relationships	$	216,559	$	(138,510)	$	78,049	3 - 15
Patents and technology	30,122		(20,241)		9,881		10 - 19
Trade names and other	28,040		(22,333)		5,707		3 - 19



Total intangible assets	$	274,721	$	(181,084)	$	93,637

Intangible assets with definite lives are tested for impairment whenever events or changes in circumstances indicate that their carrying amount may not be recoverable.

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

6. Debt

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


	March 31, 2026		December 31, 2025
2029 Bonds	$	100,000	$	100,000

Credit Facility	55,053		37,282
Other debt	3,751		4,008
Long-term debt, principal amount	158,804		141,290

Debt issuance cost	(5,084)		(5,362)
Long-term debt, carrying value	153,720		135,928
Less: current portion	(1,383)		(1,407)
Long-term debt, net of current portion	$	152,337	$	134,521

2029 Bonds

The 10.5% senior secured bonds due 2029 (“2029 Bonds”) were issued pursuant to the Bond Terms, dated as of November 5, 2024 (the “Bond Terms”), between the Company and Nordic Trustee AS, as bond trustee and security agent (the “Bond Trustee”). In May 2025, the 2029 Bonds were listed on the Euronext ABM exchange. The 2029 Bonds are the Company’s senior secured obligations and are jointly and severally guaranteed on a senior secured basis by each of the Company’s present and future direct and indirect domestic subsidiaries that guarantees its Credit Facility and certain of the Company’s foreign subsidiaries.

The 2029 Bonds will mature on November 7, 2029. Interest on the 2029 Bonds will accrue at a rate of 10.5% per annum payable semi-annually in arrears on May 7 and November 7 of each year in cash, beginning May 7, 2025. Prepayment of the 2029 Bonds prior to May 7, 2027 requires the payment of make-whole amounts, and prepayments on or after that date are subject to prepayment premiums that decline over time.

The 2029 Bonds contain the following financial covenants: (i) a maximum leverage ratio of 4.0x; and (ii) a minimum liquidity test equal to $25.0 million, in each case, for the Company and its consolidated subsidiaries. The Bond Terms also contain certain equity cure rights with respect to such financial covenants. 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.

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.

The Bond Terms contain certain customary events of default, including, among other things: (i) default in the payment of any amount when due; (ii) default in the performance or breach of any other covenant in the Finance Documents, as defined in the Bond Terms, which default continues uncured for a period of 20 business days after the earlier of (1) the Company’s actual knowledge of such event or (2) the Company’s receipt of notice from the Bond Trustee; and (iii) certain voluntary or involuntary events of bankruptcy, insolvency or reorganization of the Company.

Credit Facility

In February 2026, we amended our senior secured revolving credit facility (“Credit Facility”) to (i) extend the scheduled maturity date from September 8, 2028 to February 4, 2031, (ii) revise the interest rate margin over Secured Overnight Financing Rate (“SOFR”) applicable to outstanding loans, previously ranging from 2.25% to 2.75% determined based on the Company’s total net leverage ratio, to instead range from 2.00% to 2.50%, determined based on excess availability under the Credit Facility and (iii) increase the U.S. letter of credit sublimit from $70.0 million to $100.0 million. The Canadian letter of credit sublimit remains at $10.0 million U.S. dollar.

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

Following such amendment, the Credit Facility matures on the earliest of (a) February 4, 2031 and (b) the date that is 91 days prior to the maturity of the 2029 Bonds or any notes issued to refinance the 2029 Bonds (which will not apply if the 2029 Bonds or any such refinancing notes are repaid prior to such 91st day). The Credit Facility provides revolving credit commitments of $250.0 million (with a sublimit of up to $100.0 million available for the issuance of letters of credit for the account of the Company and certain of its domestic subsidiaries) (the “U.S. Line”), of which up to $50.0 million is available to certain of our Canadian subsidiaries for loans in U.S. 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”). Lender commitments under the Credit Facility, subject to certain limitations, may be increased by an additional $100.0 million.

Availability under the Credit Facility is subject to a borrowing base calculated by reference to eligible accounts receivable in the U.S., Canada and certain other jurisdictions (subject to a cap) and eligible inventory in the U.S. and Canada. 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.

Borrowings under the U.S. Line bear interest at a rate equal to, at our option, either (a) SOFR, subject to a floor of 0.00%, plus a margin of 2.00% to 2.50%, or (b) a base rate plus a margin of 1.00% to 1.50%, in each case based upon the Company's excess availability under the Credit Facility. The U.S. Line base rate is determined by reference to the greatest of (i) the federal funds rate plus 0.50% per annum, (ii) the one-month adjusted term SOFR plus 1.00% per annum, and (iii) the “prime rate” of interest announced by Wells Fargo Bank, National Association, subject to a floor of 0.00%.

Borrowings under the Canadian Line bear interest at a rate equal to, at our Canadian borrowers’ option, either (a) Canadian Overnight Repo Rate Average (“CORRA”), subject to a floor of 0.00%, plus a margin of 2.00% to 2.50%, or (b) a base rate plus a margin of 1.00% to 1.50%, in each case based upon the Company's excess availability under the Credit Facility. 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 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%.

If excess availability under the Credit Facility falls below the greater of 12.5% of the borrowing base and $31.25 million, we will be required to maintain a fixed charge coverage ratio of at least 1.00:1.00 as of the end of each fiscal quarter until excess availability under the Credit Facility exceeds such threshold for 60 consecutive days.

Subject to customary exceptions, all obligations under the Credit Facility are guaranteed, jointly and severally, by our wholly-owned U.S. subsidiaries and, in the case of the Canadian Line, our wholly-owned Canadian subsidiaries, and are secured by substantially all assets of each such entity and the Company, subject to customary exclusions. Subject to customary exceptions, all obligations under the Credit Facility are further guaranteed by our subsidiaries organized or domiciled under the laws of the United Kingdom or any territory or county thereof and secured by certain assets of such subsidiaries. In certain circumstances, obligations under the Credit Facility may be required to be guaranteed by and secured by the assets of our subsidiaries organized or domiciled under the laws of Germany or any territory or county thereof.

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

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

bankruptcy or insolvency event. An event of default includes, among other things, nonpayment of principal, interest, fees or other amounts within certain grace periods; representations and warranties proving to be untrue in any material respect; failure to perform or otherwise comply with covenants in the Credit Facility or other loan documents, subject, in certain instances, to grace periods; cross-defaults to certain other indebtedness if such default occurs at the final maturity of such indebtedness or if the effect of such default is to cause, or permit the holders of such indebtedness to cause, the acceleration of such indebtedness; bankruptcy or insolvency events; material monetary judgment defaults; invalidity or unenforceability of the Credit Facility or any other loan document; 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.

Other Debt

Other debt consists of various finance leases of equipment.

Letters of Credit and Guarantees

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.

7. Income Taxes

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. 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.

The Organization for Economic Co-operation and Development introduced Base Erosion and Profit Shifting (“BEPS”) Pillar 2 rules that impose a global minimum tax rate of 15%. Numerous countries, including European Union member states, have enacted a global minimum tax and more countries are expected to enact similar minimum tax regimes in 2026. Based on current enacted legislation, we do not expect a material impact on our future effective tax rate.

We have deferred tax assets related to net operating loss and other tax carryforwards in the U.S. and in certain states and foreign jurisdictions. We recognize deferred tax assets to the extent that we believe these assets are more likely than not to be realized. 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: 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.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act ("OBBBA"). The OBBBA includes various provisions, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The Company benefits from enhanced tax deductions related to interest, depreciation, and research and development expenses, partially offset by changes in U.S. taxation of foreign earnings.

8. 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.

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

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 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.

9. Business Segments

The Company operates in the following two reportable segments: (1) Drilling and Completions and (2) Artificial Lift and Downhole. The Drilling and Completions segment designs, manufactures and supplies products and solutions to the drilling, subsea, coiled tubing, well stimulation and intervention markets, including applications in oil and natural gas, renewable energy, defense and communications. The Artificial Lift and Downhole segment designs, manufactures and supplies products and solutions for the artificial lift, production and infrastructure markets.

The Company’s reportable segments are strategic units that offer distinct products and services. They are managed separately since each business segment requires different marketing strategies. Operating segments have not been aggregated as part of a reportable segment. This segmentation is representative of the manner in which our Chief Operating Decision Maker (“CODM”) and our board of directors make decisions on how to allocate resources and assess performance. We consider the CODM to be the Chief Executive Officer.

The CODM evaluates segment performance based on operating income through monitoring actual results compared to strategic plans and forecasts on a quarterly basis. This analysis guides our CODM's decision-making processes, particularly in evaluating segment profitability, optimizing resource allocation, and managing costs effectively.

Summary financial data by segment follows (in thousands):


	Three Months Ended March 31, 2026
		Drilling and Completions		Artificial Lift and Downhole		Total
Revenue from external customers		$	126,602	$	82,098	$	208,700
Intersegment revenue		137		—		137
Segment revenue		126,739		82,098		208,837
Elimination of intersegment revenue						(137)
Total consolidated revenue						208,700

Less:
Cost of sales		96,550		51,296		147,846
Selling, general and administrative expenses		21,280		19,218		40,498
Segment operating income		$	8,909	$	11,584	$	20,493

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)


	Three Months Ended March 31, 2025
		Drilling and Completions		Artificial Lift and Downhole		Total
Revenue from external customers		$	115,483	$	77,796	$	193,279
Intersegment revenue		86		—		86
Segment revenue		115,569		77,796		193,365
Elimination of intersegment revenue						(86)
Total consolidated revenue						193,279

Less:
Cost of sales		84,354		50,650		135,004
Selling, general and administrative expenses		21,836		19,849		41,685
Segment operating income		$	9,379	$	7,297	$	16,676

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


	Three Months Ended
	March 31,
		2026		2025
Segment operating income		$	20,493	$	16,676
Less:
Other corporate expenses		9,510		7,698
Transaction expenses		148		51


Loss (gain) on disposal of assets and other		(170)		123
Interest expense		4,141		4,983
Foreign exchange gains and other, net		(523)		(1,068)

Income before income taxes		$	7,387	$	4,889

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


	March 31, 2026		December 31, 2025
Drilling and Completions	$	393,251	$	385,401
Artificial Lift and Downhole	353,218		353,505
Corporate	16,596		13,549
Total assets	$	763,065	$	752,455

Corporate assets primarily include cash, certain prepaid assets and deferred loan costs.

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Notes to Condensed Consolidated Financial Statements (Continued)

(Unaudited)

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


	Three Months Ended
	March 31,
		2026		2025
Drilling		$	32,730	$	32,113
Subsea		35,495		22,140
Stimulation and Intervention		33,047		37,428
Coiled Tubing		25,467		23,888
Downhole		50,559		47,668
Production Equipment		18,750		19,059
Valve Solutions		12,789		11,069
Eliminations		(137)		(86)
Total revenue		$	208,700	$	193,279

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


	Three Months Ended
	March 31,
		2026		2025
United States		$	93,138	$	103,903
Canada		42,918		31,437
Europe & Africa		29,008		19,788
Middle East		19,045		19,645

Asia-Pacific		12,964		10,443
Latin America		11,627		8,063
Total revenue		$	208,700	$	193,279

10. Commitments and Contingencies

In the ordinary course of business, the Company is, and in the future could be, involved in various pending or threatened legal actions, some of which may or may not be covered by insurance. 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. 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.

For further disclosure regarding certain litigation matters, refer to Note 11 of the notes to the consolidated financial statements included in Item 8 of the Company’s 2025 Annual Report on Form 10-K filed with the SEC on February 27, 2026.

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(Unaudited)

11. Earnings Per Share

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
	March 31,
		2026		2025
Net income		$	4,492	$	1,122



Weighted average shares outstanding - basic		11,214		12,303
Dilutive effect of stock options and restricted stock		427		265

Weighted average shares outstanding - diluted		11,641		12,568

Earnings per share
Basic		$	0.40	$	0.09
Diluted		$	0.39	$	0.09

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

12. Stock-based Compensation

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.

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

Item 2. Management’s discussion and analysis of financial condition and results of operations

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements are subject to a number of risks and uncertainties, many of which are beyond the Company’s control. All statements, other than statements of historical fact, included in this Quarterly Report on Form 10-Q regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements. When used in this Quarterly Report on Form 10-Q, the words “will,” “could,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “may,” “continue,” “predict,” “potential,” “project” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We disclaim any obligation to update or revise these statements unless required by law, and you should not place undue reliance on these forward-looking statements. Although we believe that our plans, intentions and expectations reflected in or suggested by the forward-looking statements we make in this Quarterly Report on Form 10-Q are reasonable, forward-looking statements are not guarantees of future performance and involve risks and uncertainties that may cause actual results to differ materially from our plans, intentions or expectations. This may be the result of various factors, including, but not limited to, those factors discussed in “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K filed with the SEC on February 27, 2026, and elsewhere in this Quarterly Report on Form 10-Q. These cautionary statements qualify all forward-looking statements attributable to us or persons acting on our behalf.

Overview

FET optimizes customer operations by improving safety, increasing efficiency, and reducing environmental impact. Our highly engineered products include capital equipment and consumable products. FET’s customers include oil and natural gas operators, oilfield service companies, pipeline and refinery operators, defense contractors and renewable energy companies. Consumable products are used by our customers in drilling, well construction and completion activities and at processing centers and refineries. Our capital products are directed at drilling rig equipment for constructing new or upgrading existing rigs, subsea construction and development projects, pressure pumping equipment, the placement of production equipment on new producing wells, downstream capital projects and capital equipment for renewable energy projects. For the three months ended March 31, 2026, approximately 75% of our revenue was derived from consumable products and activity-based equipment, while the balance was primarily derived from capital products with a small amount from rental and other services.

We expect that the world’s long-term energy demand will continue to rise for the foreseeable future. Hydrocarbons are expected to play a vital role in meeting the world’s long-term energy needs even as renewable energy sources grow in importance. As such, we are focused on developing products to help oil and gas operators lower expenses, increase production, and reduce their emissions while also deploying our technologies in renewable energy applications.

The Company operates in the following two reportable segments: (1) Drilling and Completions and (2) Artificial Lift and Downhole. Refer to Note 9 Business Segments for the product lines making up each segment.

A summary of the products and services offered by each segment is as follows:

•Drilling and Completions. This segment designs, manufactures and supplies products and solutions to the drilling, subsea, coiled tubing, well stimulation and intervention markets, including applications in the oil and natural gas, renewable energy, defense and communications industries. The products and solutions consist primarily of (i) capital equipment and consumable products used in the drilling process; (ii) capital equipment and aftermarket products including subsea remotely operated vehicles (“ROVs”) and trenchers, submarine rescue vehicles, specialty components and tooling, and technical services; (iii) capital equipment and consumable products sold to the pressure pumping market, including hydraulic fracturing pumps, cooling systems, and high-pressure flexible hoses and flow iron; (iv) wireline cable and pressure control equipment used in the well completion and intervention service markets; and (v) coiled tubing strings and pressure control equipment used in coiled tubing operations, as well as coiled line pipe and related services.

•Artificial Lift and Downhole. This segment designs, manufactures and supplies products and solutions for the artificial lift, well construction, production and infrastructure markets. The products and solutions consist primarily of: (i) products designed to safeguard artificial lift equipment and downhole cables; (ii) well construction casing and cementing equipment; (iii) customized downhole technology solutions, providing sand and flow control products for heavy oil applications; (iv) engineered process systems, production equipment, as well as specialty separation equipment; and (v) a wide range of industrial valves focused on oil and natural gas as well as power generation, renewable energy and other general industrial applications.

Market Conditions

Generally, demand for our products and services is highly correlated with the global drilling rig count. Customer activity and their associated budgets are heavily influenced by forecasted energy prices and production targets. Demand for our capital products is driven by the utilization of service company equipment, which is a function of equipment capacity and durability in demanding environments.

During the first quarter 2026, global oil and natural gas markets were heavily impacted by geopolitical developments and evolving supply dynamics, particularly in the Middle East. In March 2026, military actions involving the U.S., Israel and Iran introduced significant uncertainty into global energy markets. These developments caused concerns regarding the security of supply and became more elevated with military actions taken by Iran against the other Gulf states and efforts to control the Strait of Hormuz, a critical transit route for global crude and liquefied natural gas.

As a result, energy markets experienced tightening supply conditions and increased volatility, driven by a combination of reduced export capacity, constrained shipping activity in the region and the incorporation of a risk premium into commodity pricing. These factors contributed to higher crude oil and natural gas prices during the quarter, as market participants reacted to both actual and potential disruptions in global supply.

Global average active rig counts increased modestly compared to the fourth quarter of 2025 but were lower than the prior‑year period, reflecting continued capital discipline, particularly in North America. U.S. land activity remained relatively stable sequentially, while international activity continued to represent a significant portion of global drilling operations. Offshore rig counts were relatively flat, supported by longer‑cycle international and deepwater projects.

Also during the first quarter, the United States Supreme Court ruled that tariffs instituted under the International Emergency Economic Powers Act by the President of the United States were unconstitutional. Following this result, additional trade remedies under the Trade Expansion Act of 1962 were instituted. U.S. trade policy and global tariff responses have remained volatile and macroeconomic uncertainty across the industry remains.

Looking forward, while higher commodity prices due to the aforementioned geopolitical developments and evolving trade policies may support incremental activity, we expect customers to maintain capital discipline, operational efficiency and a returns-focused approach. However, we believe that long‑term global energy demand, ongoing production declines in mature fields, and customer focus on efficiency, safety, and emissions reduction will continue to support demand for our products and technologies over the long term.

The table below shows average crude oil and natural gas prices for West Texas Intermediate (“WTI”), Brent and Henry Hub. Average crude oil and natural gas prices during the first quarter 2026 increased compared to the prior year with spot prices exceeding $100 per barrel near quarter end. The higher prices reflected tightening global supply due to the geopolitical uncertainty in Middle East.


	Three Months Ended
	March 31,		December 31,		March 31,
	2026		2025		2025
Average global oil, $/bbl
WTI	$	72.74	$	59.62	$	71.78
Brent	$	80.72	$	63.65	$	75.87

Average North American Natural Gas, $/Mcf
Henry Hub	$	4.71	$	3.73	$	4.14

The table below shows the average number of active drilling rigs operating by geographic area and drilling for different purposes based on the weekly rig count information published by Baker Hughes Company. In the third quarter of 2025, Baker Hughes implemented a revised methodology for counting rigs, primarily affecting data pertaining to Saudi Arabia. Consequently, international rig counts reported for the prior period have been adjusted accordingly and may now vary from figures presented in previous disclosures.


	Three Months Ended
	March 31,	December 31,	March 31,
	2026	2025	2025
Active Rigs by Location
United States	548	548	588
Canada	201	186	216
International	1,083	1,065	1,096
Global Active Rigs	1,832	1,799	1,900

Land vs. Offshore Rigs
Land	1,582	1,556	1,640
Offshore	250	243	260
Global Active Rigs	1,832	1,799	1,900

U.S. Commodity Target
Oil	411	415	482
Gas	128	125	101
Unclassified	9	8	5
Total U.S. Active Rigs	548	548	588

U.S. Well Path
Horizontal	481	478	525
Vertical	12	13	13
Directional	55	57	50
Total U.S. Active Rigs	548	548	588

The table below shows the amount of total inbound orders by segment:


	Three Months Ended
	March 31,		December 31,		March 31,
(in thousands of dollars)	2026		2025		2025
Drilling and Completions	$	135,458	$	106,407	$	132,133
Artificial Lift and Downhole	85,710		80,790		68,555
Total Orders	$	221,168	$	187,197	$	200,688

Results of operations

Three months ended March 31, 2026 compared with three months ended March 31, 2025


	Three Months Ended March 31,						Change
(in thousands of dollars, except per share information)	2026			2025			$		%
Revenue
Drilling and Completions	$	126,739		$	115,569		$	11,170	9.7	%
Artificial Lift and Downhole	82,098			77,796			4,302		5.5	%
Eliminations	(137)			(86)			(51)		*
Total revenue	208,700			193,279			15,421		8.0	%
Segment operating income
Drilling and Completions	8,909			9,379			(470)		(5.0)	%
Operating margin %	7.0		%	8.1		%
Artificial Lift and Downhole	11,584			7,297			4,287		58.8	%
Operating margin %	14.1		%	9.4		%
Corporate	(9,510)			(7,698)			(1,812)		(23.5)	%
Total segment operating income	10,983			8,978			2,005		22.3	%
Operating margin %	5.3		%	4.6		%
Transaction expenses	148			51			97		*


Loss (gain) on disposal of assets and other	(170)			123			(293)		*
Operating income	11,005			8,804			2,201		25.0	%
Interest expense	4,141			4,983			(842)		(16.9)	%
Foreign exchange gains and other, net	(523)			(1,068)			545		*

Total other expense	3,618			3,915			(297)		(7.6)	%
Income before income taxes	7,387			4,889			2,498		51.1	%
Income tax expense	2,895			3,767			(872)		(23.1)	%
Net income	$	4,492		$	1,122		$	3,370	300.4	%

Weighted average shares outstanding
Basic	11,214			12,303
Diluted	11,641			12,568
Earnings per share
Basic	$	0.40		$	0.09
Diluted	$	0.39		$	0.09
* not meaningful

Revenue

Our revenue for the three months ended March 31, 2026 was $208.7 million, an increase of $15.4 million, or 8.0%, compared to the three months ended March 31, 2025. For the three months ended March 31, 2026, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 60.7% and 39.3% of our total revenue, respectively, compared to 59.8% and 40.2% of our total revenue, respectively, for the three months ended March 31, 2025. The overall increase was primarily due to higher revenue recognized from ROVs and higher demand for sand and flow control products. The changes in revenue by operating segment consisted of the following:

Drilling and Completions segment — Revenue was $126.7 million for the three months ended March 31, 2026, an increase of $11.2 million, or 9.7%, compared to the three months ended March 31, 2025. The increase primarily related to higher revenue recognized from ROVs and increased demand for coiled tubing products. Partially offsetting these increases were lower sales volumes of drilling and completions related consumables as the result of lower U.S. rig count.

Artificial Lift and Downhole segment — Revenue was $82.1 million for the three months ended March 31, 2026, an increase of $4.3 million, or 5.5%, compared to the three months ended March 31, 2025. The increase in revenue was primarily attributable to higher sand and flow control products sales driven by increased activity, as well as higher valve product sales, reflecting the absence of tariff‑related impacts that negatively affected valve sales volumes in the prior‑year period. These increases were partially offset by lower demand for casing equipment in the Middle East compared to the prior-year period.

Segment operating income (loss) and segment operating margin percentage

Segment operating income for the three months ended March 31, 2026 was $11.0 million, a $2.0 million increase compared to income of $9.0 million for the three months ended March 31, 2025. For the three months ended March 31, 2026, segment operating margin percentage was 5.3% compared to 4.6% for the three months ended March 31, 2025. Segment operating margin percentage is calculated by dividing segment operating income (loss) by revenue for the period. The change in operating income for each segment is explained as follows:

Drilling and Completions segment — Segment operating income was $8.9 million, or 7.0%, for the three months ended March 31, 2026 compared to income of $9.4 million, or 8.1%, for the three months ended March 31, 2025. The $0.5 million decrease in segment operating results was primarily due to costs related to the Company’s strategic decision to consolidate facilities and discontinue certain products, higher than anticipated costs on a small number of projects accounted for over time and bad debt expense totaling approximately $3.0 million. Excluding these items, the segment operating income benefited from lower operating costs resulting from the Company's cost savings initiatives, which offset unfavorable product mix.

Artificial Lift and Downhole segment — Segment operating income was $11.6 million, or 14.1%, for the three months ended March 31, 2026 compared to $7.3 million, or 9.4%, for the three months ended March 31, 2025. The $4.3 million increase was primarily driven by favorable product mix and increased operating leverage on higher revenue.

Corporate — Selling, general and administrative expenses for Corporate were $9.5 million for the three months ended March 31, 2026, a $1.8 million increase compared to the three months ended March 31, 2025. This increase was primarily related to higher performance-based stock incentive compensation costs.

Other items not included in segment operating income (loss)

Transaction expenses and gain (loss) on the disposal of assets and other are not included in segment operating income, but are included in total operating income.

Other income and expense

Other income and expense includes interest expense and foreign exchange gains (losses) and other. We incurred $4.1 million of interest expense during the three months ended March 31, 2026, a decrease of $0.8 million compared to the three months ended March 31, 2025, due to decreased borrowings. See Note 6 Debt for further details related to debt.

The foreign exchange gains and losses are primarily the result of movements in the British pound, Canadian dollar and Euro relative to the U.S. dollar. These movements in exchange rates create foreign exchange gains or losses when applied to monetary assets or liabilities denominated in currencies other than the location’s functional currency, primarily U.S. dollar denominated cash, trade account receivables and net intercompany receivable balances for our entities using a functional currency other than the U.S. dollar.

Taxes

We recorded tax expense of $2.9 million and $3.8 million for the three months ended March 31, 2026 and 2025, respectively. The income tax expense during the three months ended March 31, 2026 was partially driven by an increase to valuation allowances on certain deferred tax assets. The estimated annual effective tax rates for the three months ended March 31, 2026 and 2025 were impacted by losses in jurisdictions where the recording of a tax benefit is not available. 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.

Liquidity and capital resources

Sources and uses of liquidity

Our internal sources of liquidity are cash on hand and cash flows from operations, while our primary external sources include trade credit, the Credit Facility and the 2029 Bonds. Our primary uses of capital have been for inventory, sales on credit to our customers, maintenance and growth capital expenditures, repurchases of stock, debt repayments and acquisitions. We continually monitor other potential capital sources, including equity and debt financing, to meet our investment and target liquidity requirements. Our future success and growth will be highly dependent on our ability to generate positive operating cash flow and access outside sources of capital.

As of March 31, 2026, we had $55.1 million of borrowings under our revolving Credit Facility and $100.0 million principal amount of the 2029 Bonds outstanding. See Note 6 Debt for further details related to the terms for our debt arrangements.

As of March 31, 2026, we had cash and cash equivalents of $37.5 million and $53.6 million of availability under the Credit Facility. We anticipate that our future working capital requirements for our operations will fluctuate directionally with revenues. Furthermore, availability under the Credit Facility will fluctuate directionally based on the level of our eligible accounts receivable and inventory subject to applicable sublimits. In addition, we expect total 2026 capital expenditures to be below $10.0 million, primarily for replacement of end of life machinery and equipment.

We expect our available cash on-hand, cash generated by operations, and estimated availability under the Credit Facility to be adequate to fund current operations for at least the next 12 months and for the foreseeable future. In addition, based on existing market conditions and our expected liquidity needs, among other factors, we may use a portion of our cash flows from operations, proceeds from divestitures, securities offerings or other eligible capital to reduce outstanding debt or repurchase shares of our common stock under our repurchase program.

Our Board of Directors approved programs for the repurchase of outstanding shares of our common stock. From the inception of the programs in November 2021 through March 31, 2026, we repurchased approximately 1.8 million shares of our common stock for aggregate consideration of $46.4 million. We repurchased approximately 0.1 million shares of our common stock for aggregate consideration of $4.6 million during the three months ended March 31, 2026.

Our cash flows for the three months ended March 31, 2026 and 2025 are presented below (in thousands):


	Three Months Ended March 31,
	2026		2025
Net cash provided by operating activities	$	1,627	$	9,326
Net cash used in investing activities	(253)		(2,096)
Net cash provided by (used in) financing activities	1,852		(21,013)
Effect of exchange rate changes on cash	(399)		265
Net increase (decrease) in cash, cash equivalents and restricted cash	$	2,827	$	(13,518)

Net cash provided by operating activities

Net cash provided by operating activities was $1.6 million for the three months ended March 31, 2026 compared to net cash provided by operating activities of $9.3 million for the three months ended March 31, 2025. The decrease was primarily due to higher working capital requirements, driven by an increase in accounts receivable associated with higher revenue, resulting in a use of cash of $14.2 million in the 2026 period compared to $1.8 million in the prior period. Partially offsetting this decline in operating cash flows was the increase in net income adjusted for non-cash items, which provided $15.8 million of cash in 2026 compared to $11.1 million in 2025.

Net cash used in investing activities

Net cash used in investing activities was $0.3 million for the three months ended March 31, 2026, driven by capital expenditures. Net cash used in investing activities was $2.1 million for the three months ended March 31, 2025, also attributable to capital expenditures.

Net cash provided by (used in) financing activities

Net cash provided by financing activities was $1.9 million for the three months ended March 31, 2026 compared to $21.0 million of cash used in financing activities for the three months ended March 31, 2025. The change was primarily driven by $17.8 million in net borrowings under the revolving Credit Facility during 2026, partially offset by payments of stock-based compensation taxes of $9.3 million and repurchases of stock of $4.6 million. This compares to $16.5 million in net repayments under the revolving Credit Facility, payments of stock-based compensation taxes of $1.3 million and repurchases of stock of $2.0 million during the prior year period.

Critical accounting policies and estimates

There have been no material changes in our critical accounting policies and estimates during the three months ended March 31, 2026. For a detailed discussion of our critical accounting policies and estimates, refer to our 2025 Annual Report on Form 10-K. For recent accounting pronouncements, refer to Note 2 Recent Accounting Pronouncements.

Item 3. Quantitative and qualitative disclosures about market risk

Not required under Regulation S-K for “smaller reporting companies.”

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures as defined under Rules 13a-15(e) and 15d-15(e) of the Exchange Act. Our disclosure controls and procedures have been designed to provide reasonable assurance that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Our disclosure controls and procedures include controls and procedures designed to provide reasonable assurance that information required to be disclosed in reports filed or submitted under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Our management, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(b) as of March 31, 2026. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of March 31, 2026.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting during the quarter ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings

Information related to Item 1. Legal Proceedings is included in Note 10 Commitments and Contingencies, which is incorporated herein by reference.

Item 1A. Risk Factors

For additional information about our risk factors, see “Risk Factors” in Item 1A of our 2025 Annual Report on Form 10-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our Board of Directors approved programs for the repurchase of outstanding shares of our common stock with an aggregate purchase amount of up to $10.0 million (the “November 2021 Program”) and $75.0 million (the “December 2024 Program”), in November 2021 and December 2024, respectively. The December 2024 Program replaced the authority granted under the November 2021 Program. Shares may be repurchased under the December 2024 Program from time to time, in amounts and at prices that the Company deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations. The program may be executed using open market purchases pursuant to Rule 10b-18 under the Securities Exchange Act of 1934 (the “Exchange Act”), in privately negotiated agreements or by way of issuer tender offers, Rule 10b5-1 plans or other transactions. From the inception of the programs in November 2021 through March 31, 2026, we repurchased approximately 1.8 million shares of our common stock for aggregate consideration of $46.4 million. We repurchased approximately 0.1 million shares of our common stock for aggregate consideration of $4.6 million during the three months ended March 31, 2026.

The following table is a summary of our repurchases of our common stock during the three months ended March 31, 2026. As of March 31, 2026, the remaining authorization under the repurchase program is $36.1 million.


Period	Total number of shares purchased	Average price paid per share		Total number of shares purchased as part of publicly announced plan or programs	Maximum value of shares that may yet be purchased under the plan or program (in thousands)
January 1, 2026 - January 31, 2026	32,576	$	42.97	32,576	$	39,291
February 1, 2026 - February 28, 2026	41,549	$	50.11	41,549	$	37,209
March 1, 2026 - March 31, 2026	18,619	$	58.26	18,619	$	36,125
Total	92,744	$	49.24	92,744

Subsequent to March 31, 2026 through April 24, 2026, we repurchased approximately 14 thousand shares of our common stock for aggregate consideration of $0.8 million.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Rule 10b5-1 Trading Plan

On February 25, 2026, John C. Ivascu, our Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary, adopted a Rule 10b5-1 trading arrangement for the sale of up to 20,000 shares of our common stock through December 31, 2026. No other director or Section 16 officer adopted, modified or terminated Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements during the quarter ended March 31, 2026.

Item 6. Exhibits


Exhibit
Number		DESCRIPTION

10.1	—	Amendment No. 7 to Third Amended and Restated Credit Agreement, dated February 4, 2026, by and among Forum Energy Technologies, Inc., Forum Canada ULC, GT Coiled Tubing of Canada ULC, the guarantors party thereto, Wells Fargo Bank, National Association, as administrative agent, and the lenders party thereto (incorporated by reference to Exhibit 10.1 to Forum's Current Report on Form 8-K filed on February 5, 2026).

10.2*#	—	Form of 2026 Restricted Stock Unit Agreement - Executive.

10.3*#	—	Form of 2026 Performance Restricted Stock Unit Agreement (Relative TSR) - Executive.

10.4*#	—	Form of 2026 Performance Restricted Stock Unit Agreement (Adjusted EBITDA) - Executive.

10.5*#	—	Form of 2026 Restricted Stock Unit Agreement - Non Executive Director.

10.6*#	—	Form of 2026 Restricted Stock Award Agreement - Non Executive Director.

31.1*	—	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2*	—	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1**	—	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2**	—	Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS*	—	Inline XBRL Instance Document.

101.SCH*	—	Inline XBRL Taxonomy Extension Schema Document.

101.CAL*	—	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.LAB*	—	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE*	—	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

101.DEF*	—	Inline XBRL Taxonomy Extension Definition Linkbase Document.

104*	—	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*Filed herewith.

**Furnished herewith.

#Identifies management contracts and compensatory plans or arrangements.

SIGNATURES

As required by Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has authorized this report to be signed on its behalf by the undersigned authorized individuals.

FORUM ENERGY TECHNOLOGIES, INC.

Date:

May 1, 2026

By:

/s/ D. Lyle Williams, Jr.

D. Lyle Williams, Jr.

Executive Vice President and Chief Financial Officer

(As Duly Authorized Officer and Principal Financial Officer)

By:

/s/ Katherine C. Keller

Katherine C. Keller

Senior Vice President and Chief Accounting Officer

(As Duly Authorized Officer and Principal Accounting Officer)

Forum Energy Technologies - 10-Q quarterly report FY

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PART I - FINANCIAL INFORMATION			4
Item 1. Financial Statements (Unaudited)			4
Condensed consolidated statements of comprehensive income			4
Condensed consolidated balance sheets			5
Condensed consolidated statements of cash flows			6
Condensed consolidated statements of changes in stockholders’ equity			7
Notes to condensed consolidated financial statements			9
Item 2. Management's discussion and analysis of financial condition and results of operations			19
Item 3. Quantitative and qualitative disclosures about market risk			27
Item 4. Controls and procedures			27
PART II - OTHER INFORMATION			28
Item 1. Legal proceedings			28
Item 1A. Risk factors			28
Item 2. Unregistered sales of equity securities and use of proceeds			28
Item 3. Defaults Upon Senior Securities			28
Item 4. Mine Safety Disclosures			28
Item 5. Other Information			29
Item 6. Exhibits			29
SIGNATURES			30