0001401257falseCommon Stock, par value $0.01 per shareFETCHX00014012572026-02-042026-02-040001401257fet:Exch_XNYSMember2026-02-042026-02-040001401257fet:Exch_XCHIMember2026-02-042026-02-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 419, 2026

FORUM ENERGY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware

001-35504

61-1488595

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

10344 Sam Houston Park Drive

Suite 300

Houston

77064

(Address of Principal Executive Offices)

(Zip Code)


281			949-2500

Registrant's telephone number, including area code

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.01 per share	FET	New York Stock Exchange
		NYSE Texas, Inc.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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

Item 1 2.0102 ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On February 4 19, 2026, Forum Energy Technologies, Inc. (~~“Forum”) entered into an amendment (~~the “~~Credit Agreement Amendment~~Company”) toissued ~~the~~a ~~Third~~press ~~Amended~~release ~~and~~announcing ~~Restated~~earnings ~~Credit~~for ~~Agreement, dated as of October 30, 2017 (as amended, restated, amended and restated, supplemented or otherwise modified,~~ the ~~“Credit~~quarter ~~Agreement”),~~ended ~~among Forum~~December 31, as2025. ~~borrower,~~A ~~the~~copy ~~other~~of ~~borrowers party thereto,~~ the ~~guarantors~~release ~~party~~is ~~thereto,~~furnished ~~Wells~~herewith ~~Fargo Bank, National Association,~~ as ~~administrative~~Exhibit 99.1 ~~agent,~~ and ~~the~~incorporated ~~lenders~~herein ~~party~~by ~~thereto~~reference.

~~Pursuant~~Exhibit 99.1 to this report contains “non-GAAP financial measures” as defined in Item 10 of Regulation S-K of the ~~Credit~~Securities ~~Agreement~~Exchange ~~Amendment~~Act of 1934, as amended (the ~~Credit~~“Exchange ~~Agreement~~Act”). ~~will~~The non-GAAP financial measures reflect earnings before interest, ~~upon~~taxes, ~~satisfaction~~depreciation ofand ~~conditions~~amortization ~~precedent~~expense ~~specified~~(“EBITDA”), ~~therein~~adjusted EBITDA, beadjusted ~~modified~~operating toincome, ~~among~~adjusted ~~other~~net ~~changes~~income, adjusted net income per diluted share (i“Adjusted Diluted EPS”), ~~extend~~book ~~the~~to ~~scheduled~~bill ~~maturity~~ratio, ~~date~~free ~~from~~cash ~~September~~flow 8before acquisitions (“free cash flow”), ~~2028~~free tocash ~~February~~flow 4yield, ~~2031~~net leverage ratio and free cash flow conversion. A reconciliation of EBITDA, adjusted EBITDA, adjusted operating income, adjusted net income, Adjusted Diluted EPS, book to bill ratio and free cash flow to the most directly comparable financial measures calculated and presented in accordance with Generally Accepted Accounting Principles in the United States (ii“GAAP”) ~~revise~~is included as an attachment to the ~~interest~~press ~~rate~~release. ~~margin~~The ~~over~~Company ~~SOFR~~believes ~~applicable~~the topresentation ~~outstanding~~of ~~loans~~EBITDA, ~~previously~~adjusted ~~ranging~~EBITDA, ~~from~~adjusted ~~2.25%~~operating income, adjusted net income, Adjusted Diluted EPS, book to ~~2.75%~~bill ~~determined~~ratio, ~~based~~free oncash ~~Forum’s~~flow, ~~total~~free cash flow yield, net leverage ratio, and free cash flow conversion are useful to ~~instead~~the ~~range~~Company's ~~from~~investors ~~2.00%~~because (i) each of these financial metrics are useful to ~~2.50%~~investors to assess and understand operating performance, ~~determined~~especially ~~based~~when oncomparing ~~excess~~those ~~availability~~results ~~under~~with previous and subsequent periods or forecasting performance for future periods, primarily because management views the ~~Credit~~excluded ~~Agreement~~items to be outside of normal operating results and (~~iii~~ii) ~~increase~~EBITDA ~~the~~is ~~U.S.~~an ~~letter~~appropriate measure of ~~credit~~evaluating ~~sublimit~~operating ~~from~~performance ~~$70~~and ~~million~~liquidity tothat ~~$100~~reflects ~~million.~~the ~~The~~resources ~~Canadian~~available ~~letter~~for ofstrategic ~~credit~~opportunities ~~sublimit~~including, ~~remains~~among atothers, ~~$10~~investing ~~million~~in the business, strengthening the balance sheet, repurchasing securities and making strategic acquisitions. In addition, these benchmarks are widely used in the investment community.

The ~~foregoing~~presentation ~~description~~ of ~~the~~this ~~Credit~~additional ~~Agreement~~information ~~Amendment~~ is anot ~~summary~~meant ~~only~~to ~~and~~be isconsidered ~~qualified~~ in ~~its~~isolation ~~entirety~~or byas ~~reference~~a tosubstitute ~~the~~for ~~full text of~~ the ~~Credit~~Company's ~~Agreement~~financial ~~Amendment,~~results ~~which~~prepared isin ~~attached~~accordance aswith ~~Exhibit 10~~GAAP.~~1 to this Current Report on Form 8-K.~~

~~Item~~The ~~2.03~~information ~~Creation~~contained in this Current Report shall not be deemed to be “filed” for purposes of aSection 18 ~~Direct~~of ~~Financial~~the ~~Obligation~~Exchange Act or anotherwise ~~Obligation~~subject ~~under~~to anthe ~~Off-Balance~~liabilities ~~Sheet~~of ~~Arrangement~~that ofsection, nor shall it be incorporated by reference into a ~~Registrant~~filing under the Securities Act of 1933, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Exhibit Title or 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.
99.1						Press Release dated February 19, 2026.
104						Cover Page Interactive Data File - the cover page XBRL tags are embedded within the Inline XBRL document.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 5, 2026

FORUM ENERGY TECHNOLOGIES, INC.

Date: February 19, 2026

FORUM ENERGY TECHNOLOGIES, INC.

/s/ John C. Ivascu

John C. Ivascu

Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Filing Compare · FORUM ENERGY TECHNOLOGIES, INC.