FET 10-K & 10-Q changes, risk factors and insider trading

•The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the amount and volatility of oil and natural gas prices.

•The industry in which we operate is undergoing continuing consolidation and seekingmay opportunitiesseek to participateinvest in the energy transition,alternatives, which may impact our results of operations.

The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the amount and volatility of oil and natural gas prices.

•domestic and worldwide economic and political conditions, including inflationary pressures, further increases in interest rates and the cost of capital, a general economic slowdown or recession, political tensions and war (including future developments in Venezuela and in the ongoing Russia-Ukraine conflictand Middle East conflicts);

The oil and natural gas industry has historically experienced periodic reductions in the overall level of exploration and development activities in connection with declines in commodity prices. As a result, there are periodic reductions in the demand for our products and services, downward pressure on the prices that we charge and ultimately an adverse impact on our business. Although during 2023 and 2024, oil and gas prices and demand remained relatively steady, it is uncertain whether prices will maintain current levels, decline or increase. Furthermore, there can be no assurance that the demand or pricing for oil and natural gas will follow historic patterns, including as a result of increased availability of alternative energy sources. Declines in oil and natural gas prices, decreased levels of exploration, development, and production activity, use of alternative sources of energy, and the willingness of customers to invest in their equipment relative to historical norms may negatively affect:

We cannotmay not accurately predict what or how many products our customers will need in the future. Orders are placed with our suppliers based on forecasts of customer demand and, in some instances, we may establish buffer inventories to accommodate anticipated demand. At certain times, we have builtbuild capital equipment before receiving customer orders. Our forecasts of customer demand are based on multiple assumptions, which havecan introducedintroduce errors into the estimates. In addition, many of our suppliers, such as those for certain of our standardized valves, require a longer lead time to provide products than our customers demand for delivery of our finished products. If we underestimate customer demand or if insufficient manufacturing capacity is available, we would miss revenue opportunities and potentially lose market share and damage our customer relationships. Conversely, if we overestimate customer demand, we would allocate resources to the purchase of material or manufactured products that we are not be able to sell when we expect to, if at all. As a result, we would hold excess or obsolete inventory, which would reduce gross margin and adversely affect financial results upon writing down the value of inventory. In addition, any future significant cancellations or deferrals of product orders or the return of previously sold products could materially and adversely affect profit margins, increase product obsolescence and restrict our ability to fund our operations.

The industry in which we operate is undergoing continuing consolidation and seekingmay opportunitiesseek to participateinvest in the energy transition,alternatives, which may impact our results of operations.

Some of our customers have consolidated and are seeking to achieve economies of scale and pricing concessions. In addition, they aremay makingmake future investments in non-traditional oil and gas markets as part of the energy transition.markets. As a result, we may be unable to supply our traditional oil and gas products to these customers if we do not develop new technology that meets their changing needs. In addition, the consolidation of customers and focus on non-traditional energy investments could result in reduced spending by such companies or decreased demand for our existing products and services. Therefore, to counteract these pressures, any reduced spending or decreased demand for traditional energy products will need to be offset at the same or greater pace by sales to other customers or increased sales of renewable energy technologies that we develop. If we are not successful in offsetting such sales, there could be a significant negative impact on our results of operations or financial condition. We are unable to predict what effect consolidations and the energy transition in the industry may have on prices, spending by customers, selling strategies, competitive position, customer retention or our ability to negotiate favorable agreements with customers.

Should our supplierswe be unable to provideobtain the necessary raw materials or finished products or otherwise fail to deliver such materials and products timely andor in the quantities required, resulting delays in the provision of products or services to customers could have a material adverse effect on our business. For example, our Coiled TubingDownhole product line was unable to source a sufficient amount of steelcasing during the thirdfirst and fourth quartershalf of 20212025 to satisfy customer orders on a timely basis. In addition, because many of our products are manufactured out of steel, we are particularly susceptible to fluctuations in steel pricesprices, tariffs and tariffs.other duties. Our results of operations may be adversely affected by our inability to manage the rising costs and availability of raw materials and components used in our products. The availability and cost of raw materials and finished products may be impacted by macroeconomic demand, various national, regional, local, economic and political factors, supply chain disruptions and inflationary pressures.

A deterioration in global economic conditions, including an economic slowdown or recession in the United States or in any other country that significantly affects the supply of or demand for oil or natural gas, inflation, geopolitical issues such as the continuing conflictconflicts betweenin RussiaVenezuela, Ukraine and Ukraine,the Middle East, the availability and cost of credit and supply chain disruptions, could adversely affect our financial condition and results of operations. Global economic conditions have a significant impact on oil and natural gas prices, and any stagnation or deterioration in these conditions could result in less demand for our products and services and could cause our customers to reduce their planned capital spending. Adverse global economic conditions also may cause our customers, vendors and/or suppliers to lose access to the financing necessary to sustain or increase their current level of operations, fulfill their commitments and/or fund future operations and obligations. Additionally, if inflation increases, we may be unable to raise pricing for our products and services at or above the rate of inflation, which could reduce our profit margins. In the past, global economic conditions, and expectations for future global economic conditions, have sometimes experienced significant deterioration in a relatively short period of time and there can be no assurance that global economic conditions or expectations for future global economic conditions will recover in the near term or not quickly deteriorate again due to one or more factors.

Many of our products are used in harsh environments and severe service applications. Our contracts with customers and customer requests for bids often set forth detailed specifications or technical requirements (including that they meet certain industrial code requirements, such as API, ASME or similar codes, or that our processes and facilities maintain ISO or similar certifications) for our products and services, which may also include extensive testing requirements. We anticipate that such code testing requirements will become more common in our contracts. We cannot assure that our products or facilities will be able to satisfy the specifications or requirements, or that we will be able to perform the full-scale testing necessary to prove that the product specifications are satisfied in future contract bids or under existing contracts, or that the costs of modifications to our products or facilities to satisfy the specifications and testing will not adversely affect our results of operations. If our products or facilities are unable to satisfy such requirements, or we are unable to perform or satisfy any required full-scale testing, we may suffer reputational harm and our customers may cancel their contracts and/or seek new suppliers, and our business, results of operations or financial position may be adversely affected.

The efficient operation of our business is dependent on our information technology (“IT”) systems (“systems”). Accordingly, we rely upon the capacity, reliability and security of our IT hardware and software infrastructure, much of which are outsourced to third parties, including in “cloud”-based platforms. Furthermore, we continuously expand and update our IT infrastructure to ensure it is secured from outside threats. Despite our implementation of security measures, which we believe are reasonable to mitigate the risks of a cybersecurity threat, our systems, and those of the third parties we engage, are vulnerable to computer viruses, malware, incursions by intruders or hackers, cyber terrorists, failures in hardware or software, power fluctuations, natural disasters, and other similar disruptions. Geopolitical tensions or conflicts may further heighten the risk of cyber threats. In certain instances, our systems have failed to perform as anticipated, resulting in disruptions in operationsthreats, and otherthe adverse consequences. Should our systems, or thoseuse of theartificial third parties we rely on, materially fail or be subject to disruption or compromise in the future, itintelligence may resultmake inintrusion numerousattempts otherlook adversemore consequences, including reduced effectiveness and efficiency of our operations, inappropriate disclosure or loss of confidential or sensitive information, increased overhead costs, and loss of intellectual property, which could lead to liability to third parties or otherwise and have a material adverse effect on our business and results of operations. While we carry cyber insurance, we cannot be certain that our coverage will be adequate for liabilities actually incurred, that insurance will continue to be available to us on economically reasonable terms, or at all, or that any insurer will not deny coverage as to any future claim. In addition, we may be required to incur significant costs to prevent or mitigate damage caused by these disruptions or security incidents in the future. Further, cyber incidents on a communications network could cause operational disruption resulting in loss of revenues.legitimate.

Our success depends on our ability to develop and implement new product designs and improvements that meet our customers’ needs in a manner equal to or more effective than those offered by our competitors. If we are not able to continue to provide new and innovative services and technologies in a manner that allows us to meet evolving industry requirements, including the focus on renewable energy opportunities, at prices acceptable to our customers, our financial results would be negatively affected. In addition, some of our competitors are large national and multinational companies that we believe are able to devote greater financial, technical, manufacturing and marketing resources to research and develop more or better systems, services and technologies than we are able to do. Moreover, as a result of the currently depressed levels of customer activity, we may be unable to allocate sufficient amounts of capital to research and new product development activities, which may limit our ability to compete in the market and generate revenue.

Some of our operations involve risks of, among other things, property damage, which could curtail our operations. Disruptions in operations or damage to a manufacturing plant could reduce our ability to produce products and satisfy customer demand. In particular, we have offices and manufacturing facilities in Houston, Texas, and in various places throughout the U.S. Gulf Coast region. These offices and facilities are particularly susceptible to severe tropical storms and hurricanes, which may disrupt our operations. Damage to one or more of our manufacturing facilities by severe weather or any other disaster, accident, catastrophe or event, could significantly interrupt our operations. Similar interruptions could result from damage to production or other facilities that provide supplies or other raw materials to our plants or other stoppages arising from factors beyond our control. These interruptions might involve significant damage to property, among other things, and repairs might take a significant amount of time. For example, in the third quarter 2017,past we werehave been impacted by idled facilities and operations directly relateddue to Hurricanehurricane Harvey’s widespread damage in Texas and Louisiana.damage. As a result, our financial results were negatively impacted by foregone revenue and under-absorption of manufacturing costs, and, indirectly, due to supplier and logistical delays.

The EPA has asserted federal authority over hydraulic fracturing using fluids that contain “diesel fuel” under the federal Safe Drinking Water Act (“SDWA”) Underground Injection Control Program and has issued permitting guidance for hydraulic fracturing operations involving the use of diesel fuel in fracturing fluids in those states where the EPA is the permitting authority. Additionally, in March 2015, the Department of the Interior’s Bureau of Land Management (“BLM”) issued final rules, including new requirements relating to public disclosure, wellbore integrity and handling of flowback water, to regulate hydraulic fracturing on federal and Indian lands. These rules were rescinded by rule in December 2017;2017. however,The inTrump JanuaryAdministration 2018,is Californiaexpected to continue to strongly diverge from the prior Biden Administration’s positions including by promulgating new or amended regulations that are supportive of oil and anatural coalitiongas ofdevelopment, environmentalincluding groupshydraulic filedfracturing a lawsuit in the Northern District of California to challenge the BLM’s rescission of the rules. The Northern District of California upheld the rescission in 2020, but this decision was then appealed to the Ninth Circuit Court of Appeals. These challenges remain ongoing and future implementation of the BLM rules is uncertain at this time.activities.

In past sessions, Congress has considered, but not passed, the adoption of legislation to provide for federal regulation of hydraulic fracturing under the SDWA and to require disclosure of the chemicals used in the hydraulic fracturing process. Some states have adopted, and other states are considering adopting, legal requirements that could impose more stringent permitting, public disclosure or well construction requirements on hydraulic fracturing activities or impose bans or moratoria on these activities altogether. Local governments also may seek to adopt ordinances within their jurisdictions regulating the time, place and manner of drilling activities in general or hydraulic fracturing activities in particular, in some cases banning hydraulic fracturing entirely. For example, the Colorado state legislature passed a package of hydraulic fracturing regulations in April 2019. Under the new law, the state oil and natural gas agency must review well locations for environmental protection criteria. In addition, the legislation broadened the authority for local governments to further regulate or restrict hydraulic fracturing. In April 2021, the California Governor’s Office directed state regulators to end the issuance of new permits for hydraulic fracturing, rules effective October 2024. In February 2018, the Oklahoma Corporation Commission released a protocol that requires operators to suspend hydraulic fracturing well completion operations in response to certain levels of seismic activity. In the absence of stringent federal restrictions, states and localities may increase attempts to pass such restrictions.

Our financial results could be adversely impacted by changes in regulation of oil and natural gas exploration and development activity in response to significant environmental incidents or climate change actions.actions, among other drivers.

Environmental incidentsincidents, suchclimate aschange theactions, Macondoand wellchanges incidentin legal or regulatory priorities could result in drilling moratoria, and could result in increased federal, state, and international regulation of our and our customers’ operations that could negatively impact our earnings, prospects and the availability and cost of insurance coverage. Any additional regulation of the exploration and production industry as a whole could result in fewer companies being financially qualified to operate offshore or onshore in the U.S. or in non-U.S. jurisdictions, resulting in higher operating costs for our customers and reduced demand for our products and services.

InFor example, in January 2021, former President Biden signed an executive order that, among other things, instructed the Secretary of the Interior to pause new oil and natural gas leases on public lands or in offshore waters pending completion of a comprehensive review and reconsideration of federal oil and natural gas permitting and leasing practices. Following that executive order, the acting Secretary of the Interior issued an order imposing a 60 day pause on the issuance of new leases, permits and right-of-way grants for oil and gas drilling on federal lands, unless approved by senior officials at the Department of the Interior. In March 2021, prior to the expiration of the Secretary of the Interior’s order, President Biden announced that career staff at the Department of the Interior would resume processing oil and gas drilling permits. In August 2022, a federal judge for the U.S. District Court of the Western District of Louisiana issued a permanent injunction against the pause of oil and natural gas leasing on public lands or in offshore waters of the thirteen plaintiff states that brought the lawsuit, which followed a June 2021 nationwide preliminary injunction by the district court that was subsequently vacated by the U.S. Court of Appeals for the Fifth Circuit. The fullTrump impactAdministration has alternatively pursued new or amended laws, regulations, executive actions, and other initiatives intended to alter restrictions on oil and natural gas development and other activities. With changing federal initiatives and approaches to oil and gas exploration regulations, and states may act to further regulate such activities, particularly in the absence of these federal actionsregulations remainsor unclear,in andlight ifof otherregulatory uncertainty. If restrictions or prohibitions become effective in the future, they could have an adverse impact on our business, financial condition, results of operations and cash flows. Further, there exists the potential that the Trump Administration pursues new or amended laws, regulations, executive actions, or other initiatives that may alter restrictions on hydraulic fracturing activities and states may act to further regulate such activities in the absence of federal regulations or in light of regulatory uncertainty.

TheEnvironmental trendregulations infrom environmentalfederal, regulationstate, hasand beenlocal toregulators imposeare imposing increasingly stringent restrictions and limitations on activities that may impact the environment. The implementation of new laws and regulations could result in materially increased costs, stricter standards and enforcement, larger fines and liability and increased capital expenditures and operating costs, particularly for our customers.

The U.S. government imposed global tariffs on certain imported steel and aluminum products pursuant to Section 232 of the Trade Expansion Act of 1962, as well as tariffs on imports of various Chinese product (including steel) pursuant to Section 301 of the Trade Act of 1974. In response, China and other countries have imposed retaliatory tariffs on a wide range of U.S. products, including those containing steel and aluminum. In 2019, the U.S. government entered into tariff agreements with Mexico and Canada to remove Section 232 tariffs, and, in 2021 and 2022, the U.S. government entered into tariff agreements with the European Union, Japan, and the United Kingdom to ease Section 232 tariffs on the close allies and trade partners, but Section 232 tariffs still remain in effect with respect to the other nations. In addition, the U.S. government issued a final determination pursuant to an anti-dumping duty order on certain hot-rolled steel products from Japan, in which it found imports of the subject merchandise were sold in the United States at prices below normal value during the October 2019 to September 2020 time period. As a result, the U.S. government assessed a dumping margin of 24.07% for imports from Japan of the subject steel products. Further, the U.S. government conducted a sunset review on its existing anti-dumping duty on certain hot-rolled steel products from Australia, Brazil, Japan, the Republic of Korea, the Netherlands, the Republic of Turkey, and the United Kingdom that was issued in 2016, and determined to continue the anti-dumping duty order on all subject steel products except for those from Brazil. More recently, the Trump Administration has proposedperiodically imposed significantly increased tariffs on foreign imports into the U.S., particularly from China, which may have impacted and may again impact our cost of raw materials. Our efforts to mitigate the impact of tariffs on raw materials through the diversification of our supply chain, exemption requests and other measures may not be sufficiently successful. Furthermore, a prolonged imposition of tariffs on our goods could have a significant adverse effect on our results of operations.

One of our subsidiaries has been and continues to be named as a defendant in asbestos relatedasbestos-related product liability actions. The actual amounts expended on asbestos-related claims in any year may be impacted by the number of claims filed, the nature of the allegations asserted in the claims, the jurisdictions in which claims are filed, and the number of settlements. As of December 31, 2024,2025, our subsidiary has a net liability of $0.3 million for the estimated indemnity cost associated with the resolution of its current open claims and future claims anticipated to be filed during the next five years.

Environmental advocacy groups and regulatory agencies in the U.S. and other countries have focused considerable attention on the emissions of carbon dioxide, methane and other GHGs and their potential role in climate change. In response to scientific studies suggesting that emissions of GHGs, including carbon dioxide and methane, are contributing to the warming of the Earth’s atmosphere and other climatic conditions, the U.S. Congress has periodically considered adopting comprehensive legislation to reduce emissions of GHGs, and approximately half of the states have already taken legal measures to reduce emissions of GHGs, primarily through measures to promote the use of renewable energy and/or regional GHG cap-and-trade programs. The EPA has attempted to regulate GHG emissions under the federal Clean Air Act (the “CAA”), though in recent years many such regulatory restrictions have been rolled back or are being reconsidered, leading to uncertainties in the federal regulatory landscape:

•In December 2009, the EPA determined that emissions of carbon dioxide, methane and certain other GHGs endanger public health and the environment because emissions of such gases are, according to the EPA, contributing to warming of the Earth’s atmosphere and other climatic changes. InThe so-called “endangerment finding” has formed the basis for subsequent EPA regulation and rule promulgation. The Trump Administration has issued a proposal to rescind this endangerment finding and related rulemakings. For example, in October 2015, the EPA finalized the Clean Power Plan (“CPP”), which tried to impose additional obligations on the power generation sector to reduce GHG emissions. In August 2019, the EPA finalized the repeal of the 2015 regulations and replaced them with the Affordable Clean Energy rule (“ACE”), which designates heat rate improvement, or efficiency improvement, as the best system of emissions reduction for carbon dioxide from existing coal-fired electric utility generating units. In 2021, the U.S. Court of Appeals for the District of Columbia struck down the ACE rule but did not reinstate the former CPP regulation. In June 2022, the CPP was struck down by the U.S. Supreme Court, which held that Congress did not grant EPA the authority to devise emissions caps based on the generation-shifting approach the EPA took in the CPP. In May 2023, the EPA proposed to vacate the ACE rule and establish control methods to reduce the GHG emissions of power generation sector through control methods that include carbon capture and storage, low-GHG hydrogen co-firing and natural gas co-firing. In April 2024, the EPA published rules to regulate greenhouse gas emissions from fossil fuel-fired power plants (Clean Power Plan 2.0), which faced immediate criticism and challenges. On March 12, 2025, EPA Administrator Zeldin announced the EPA will reconsider the prior Biden Administration’s Clean Power Plan 2.0 regulations, and the EPA published a proposed rule to repeal these regulations on June 17, 2025. The proposal would seek to repeal all GHG emissions standards for the power sector under Section 111 of the CAA.

Efforts have also been made and continue to be made in the international community toward the adoption of international treaties or protocols that would address global climate change issues. In November 2021, the U.S. and other countries entered into the Glasgow Climate Pact, which includes a range of measures designed to address climate change, including but not limited to the phase-out of fossil fuel subsidies, reducing methane emissions 30% by 2030, and cooperating toward the advancement of the development of clean energy. AlthoughFollowing the prior Biden Administration officially reenteredreentering the U.S. into the Paris Agreement in February 2021, thePresident Trump Administration signed an executive order withdrawingwithdrew the U.S. from the agreementParis Agreement in January 2025. While it is not possible at this time to predict how any such actions may impact our business, such actions could reduce activity from federal, state, and local legislative bodies and administrative agencies and the number of GHG laws, regulations, and other binding commitments.2026.

Members of the investment community have recently increased their focusfocused on sustainability practices, including practices related to GHGs and climate change, in the oil and natural gas industry. As a result, we and our customers have come under increasing pressure to improve our sustainability and other Environmental, Social and Governance (“ESG”) performance and to increase our public reporting and disclosure on our ESGsustainability practices. Some of our customers have begun to screen their service providers, including us, for compliance with sustainability metrics and we may incur additional costs to comply with ESGsustainability reporting expectations and ESG-linked contracting policies for our customers and suppliers.

Additionally, members of the investment community have begun to screen companies such as ours for sustainability performance before investing in our stock. If we are unable to establish adequate sustainability practices, we may lose customers, our stock price may be negatively impacted, our reputation may be negatively affected, and it may be more difficult for us to compete effectively. Our efforts to improve our sustainability practices in response to these pressures may increase our costs, and we may be forced to implement technologies that are not economically viable in order to improve our sustainability performance and to perform services for certain customers. Finally, some scientists have concluded that increasing concentrations of GHGs in the Earth’s atmosphere may produce climate changes that have significant physical effects, such as increased frequency and severity of storms, droughts, and floods and other climatic events. At the same time, our stakeholders hold varied views on these issues, and our sustainability efforts and initiatives may not satisfy all of our stakeholders.

We rely on a large number of agents in non-U.S. countries that have been identified as posing a highheightened risk of corrupt activities and whose local laws and customs differ significantly from those in the U.S. In many countries, particularly in those with developing economies, it is common to engage in business practices that are prohibited by the regulations applicable to us. The FCPA and similar anti-corruption laws in other jurisdictions, including the UK Bribery Act 2010, (“anti-corruption laws”) prohibit corporations and individuals from engaging in certain activities to obtain or retain business or to influence a person working in an official capacity. We may be held responsible for violations by our employees, contractors and agents for violations of anti-corruption laws. We may also be held responsible for violations by an acquired company that occur prior to an acquisition, or subsequent to an acquisition but before we are able to institute our compliance procedures. In addition, our non-U.S. competitors that are not subject to the FCPA or similar anti-corruption laws may be able to secure business or other preferential treatment in such countries by means that such laws prohibit with respect to us. The UK Bribery Act 2010 is broader in scope than the FCPA, applies to public and private sector corruption, and contains no facilitating payments exception. A violation of any of these laws, even if prohibited by our policies, could have a material adverse effect on our business. Actual or alleged violations could damage our reputation, be expensive to defend, impair our ability to do business, and cause us to incur civil and criminal fines, penalties and sanctions.

Our common stock price has beenfluctuated volatile,over the last year, and wemay expectbe itsubject to continuewide fluctuations in response to remainvarious volatile in the future.factors.

The market price of common stock of companies engaged in the oil and natural gas equipment manufacturing and services industry has been volatile.subject to fluctuations. Likewise, the market price of our common stock has varied significantly in the past.past Foryear example,and may continue to fluctuate widely in 2024,response to various factors, many of which are beyond our control. These factors include, among others: actual or anticipated fluctuations in our operating results; changes in financial estimates by securities analysts; changes in the economic performance or market valuations of other companies in our industry; additions or departures of key personnel; and future sales of our common stock or other securities These and other factors may cause the market price of our common stock to decline. In 2025, the market price of our common stock reached a high of $23.21$38.45 per share on JanuaryDecember 2,24, 2024,2025, and a low of $12.83$12.78 per share on NovemberApril 1,9, 2024. We expect our stock price to continue to remain volatile given the cyclical nature of our industry and our limited public float.2025.

There was no impairment of goodwill during the year ended December 31, 2025 or 2024.

There was no impairment of intangible assets during the year ended December 31, 2025. For the year ended December 31, 2024, we recognized intangible asset impairment charges totaling $119.1 million, which arewere included in “Impairment of intangible assets” in the consolidated statements of comprehensive loss. See Note 7 Goodwill and Intangible Assets for further information related to these charges. There was no impairment of intangible assets during the year ended December 31, 2023.

We are a global manufacturing company serving the oil, natural gas, industrial and renewable energy industries. With headquarters in Houston, Texas, FET providesoptimizes valuecustomer addedoperations solutions aimed atby improving thesafety, safety,increasing efficiency, and reducing environmental impact of our customers’ operations.impact. Our highly engineered products include capital equipment and consumable products. FET’s customers include oil and natural gas operators, land and offshore drilling contractors, oilfield service companies, pipeline and refinery operators, defense contractors and renewable energy and new 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. In 2024,2025, approximately 80% 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 manythe decades.foreseeable Wefuture. alsoHydrocarbons expectare hydrocarbons will continueexpected to play a vital role in meeting the world’s long-term energy needs whileeven as renewable energy sources developgrow toin scale.importance. As such, we remainare focused on serving our customers in both oil and natural gas as well as renewable energy applications. We are continuing to developdeveloping products to help oil and gas operators lower expenses, increase production, and reduce their emissions while also deploying our technologies in renewable energy applications.

In the first quarter 2024, following the Variperm Acquisition, we aligned our reportable segments with business activity drivers, our customer base, and the manner in which management reviews and evaluates operating performance. FET now operates in the following two reportable segments: (1) Drilling and Completions and (2) Artificial Lift and Downhole. Refer to Note 1715 Business Segments for the product lines making up each segment. Our historical results of operations were recast retrospectively to reflect these changes in accordance with U.S. GAAP.

Generally, demand for our products and services is directly related to our customers’ capitaldrilling and operatingcompletions activity, and their capital expenditure budgets. TheseTheir activity and the associated budgets are heavily influenced by currentforecasted energy prices and expectedproduction energytargets. prices. In addition, demandDemand for our capital products is driven by the utilization of service company equipment. Utilization is a function of equipment capacity and durability in demanding environments.

In the future, volatile macroeconomic conditions, including potentialchanging tariffs imposed by U.S. or foreign governments, could disrupt world energy markets and international supply chains. Although near-term events may present challenges, we expect that theglobal world’spopulation long-termgrowth energyand demandoil and gas production declines will continue to risesupport andlong-term energy demand, which may outpace global supply. We expect that hydrocarbons will continue to play a vital role in meeting the world’s long-term energy needs while renewable energy sources become increasingly prominent.

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. Our revenues, over the long-term, are highly correlated to the global drilling rig count, which decreased 6.7% in 2025 compared to average global rig count in 2024. The decrease was mainly driven by lower average oil prices, enhanced drilling efficiencies, and sustained capital discipline among exploration and production companies.

Our revenue for the year ended December 31, 20242025 was $816.4$791.5 million, ana increasedecrease of $77.6$25.0 million, or 10.5%,3.1%, compared to the year ended December 31, 2023.2024. For the year ended December 31, 2024,2025, our Drilling and Completions segment and Artificial Lift and Downhole segment comprised of 57.7%60.3% and 42.3%39.8% of our total revenues, respectively, compared to 68.0%57.7% and 32.0%,42.3%, respectively, for the year ended December 31, 2023.2024. The overall increasedecrease in revenue iswas primarily related to thechallenging revenuemarket contributedconditions, fromincluding thea acquirednotable Variperm business, increased revenuesreduction in theglobal Subseadrilling and completions activity, as well as tariff impacts in our Valve Solutions product lineline. andThese increasedpressures downhole equipment sales,were partially offset by thehigher declinerevenue inrecognized drillingfrom ROVs projects and completionsincreased capitalcoiled productsline salespipe in 2024 compared to 2023.sales. The changes in revenues by operating segment consisted of the following:

Drilling and Completions segment — Revenue was $470.8$477.2 million for the year ended December 31, 2024,2025, aan decreaseincrease of $31.9$6.4 million, or 6.3%,1.4%, compared to the year ended December 31, 2023.2024. This decreaseincrease includeswas adriven $25.3by million,higher orrevenue 15.0%, decreaserecognized from theROVs Drilling product line, a $13.4 million, or 8.5%, decrease from Stimulationprojects and Interventionincreased productcoiled line pipe sales due to growing U.S. demand and a $2.8large million,offshore or 2.6%, decrease from Coiled Tubing product line, primarily the result of declining U.S. drilling and completions activity.project. These decreasesfavorable factors were partially offset by alower $9.6global million,drilling orand 14.1%,completions increase in our Subsea product line due to higher project revenue recognized from ROVs.activity.

Artificial Lift and Downhole segment — Revenue was $345.7$314.8 million for the year ended December 31, 2024,2025, ana increasedecrease of $109.4$30.9 million, or 46.3%,8.9%, compared to the year ended December 31, 2023.2024. RevenueThe fordecline ourin Downholerevenue productwas line increaseddriven by $117.0lower million,sand orcontrol 129.3%, primarily due to revenue contributed from the acquired Variperm businesssales and antariff-related increaseimpacts inon downholevalve equipmentproducts sales.sales Thisvolumes. increaseThese wasdecreases were partially offset by ahigher $5.7 million, or 7.0%, decrease in surface productioncasing equipment and a $1.9 million, or 2.9%, decrease in sales of our valve products.sales.

Artificial Lift and Downhole segment — Segment operating income was $41.2 million, or 13.1%, for the year ended December 31, 2025 compared to $48.9 million, or 14.1%, for the year ended December 31, 2024 compared to $31.6 million, or 13.4%, for the year ended December 31, 2023.2024. The $17.3$7.7 million increasedecrease in segment operating results was primarily driven by thelower acquisitionmarket ofactivity Variperm.and unfavorable customer and product mix.

Corporate — Selling, general and administrative expenses for Corporate were $31.0$34.9 million for the year ended December 31, 2024,2025, a $3.7$3.9 million increase compared to the year ended December 31, 2023.2024. This increase was primarily related to higher variableperformance-based incentive compensation costs. Corporate costs include, among other items, payroll related costs for management, administration, finance, legal, and human resources personnel;one-time professional fees for legal, accounting and related services; and marketing costs.fees.

Several items are not included in segment operating income (loss), but are included in the total operating income (loss). These items include Transaction expenses, Impairment of intangible assets, Gain on sale-leaseback transactions and Loss (gain) on disposal of assets and other. For further information related to Impairment of intangible assets, see Note 76 Goodwill and Intangible Assets. For further information related to Gain on sale-leaseback transactions, see Notes 65 Property and Equipment and 98 Leases.

We incurred $31.5$18.3 million of interest expense during the year ended December 31, 2024,2025, ana increasedecrease of $13.2 million compared to the year ended December 31, 20232024 due to the increaseddecreased borrowings under our revolving Credit Facility and borrowings under the Seller Term Loan entered into in connection with the Variperm Acquisition.borrowings. See Note 87 Debt for further details related to the Credit Facility, our second lien seller term loan credit agreement that we entered into to fund a portion of the purchase price of the Variperm Acquisition (the “Seller Term Loan”), the 2025 Notes and the 2029 Bonds.debt.

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 the acquisition of Variperm.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.

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 duringfor at least the next 12 months.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.

InOur December 2024, our boardBoard of directorsDirectors approved a programprograms for the repurchase of outstanding shares of our common stockstock. withFrom anthe aggregate purchase amountinception of up to $75.0 million. Shares may be repurchased under the program from time to time,programs in amountsNovember and2021 at prices that the company deems appropriate, subject to market and business conditions, applicable legal requirements and other considerations. Subsequent tothrough December 31, 2024,2025, we repurchased approximately 1051.7 thousandmillion shares of our common stock for aggregate consideration of $2.0$41.9 million. We repurchased approximately 1.4 million shares of our common stock for aggregate consideration of $34.3 million during 2025.

Net cash provided by operating activities was $92.2$70.4 million for the year ended December 31, 20242025 compared to net cash provided by operating activities of $8.2$92.2 million for the year ended December 31, 2023.2024. During the year ended December 31, 2024,2025, net working capital provided cash of $57.6$17.8 million, compared to net working capital cash usageprovided of $21.5$57.6 million for the year ended December 31, 2023.2024. This changedecline isin primarilyoperating duecash flow was offset by the increase in net income adjusted for non-cash items which provided $52.6 million of cash for the year ended December 31, 2025 compared to improved$34.6 inventorymillion management.for the year ended December 31, 2024.

Net cash provided by (used in) investing activities

Net cash provided by investing activities was $9.6 million for the year ended December 31, 2025, mainly related to $14.6 million proceeds from sale-leaseback transactions, partially offset by capital expenditures of $6.0 million. Net cash used in investing activities was $137.5 million for the year ended December 31, 2024, mainly related to the Variperm Acquisition of $150.4 million and capital expenditures of $8.1 million, partially offset by $20.3 million proceeds from sale-leaseback. Net cash used in investing activities of $6.6 million for the year ended December 31, 2023 included $7.9 million of capital expenditures, partially offset by $1.4 million of proceeds from thesale-leaseback sale of property and equipment.transactions.

Net cash used in financing activities was $91.6 million for the year ended December 31, 2025 and included $53.1 million of net repayments of our Credit Facility and repurchases of common stock of $34.6 million. Net cash provided by financing activities was $45.2 million for the year ended December 31, 2024 and included $54.9 million of net proceeds from debt mainly due to the Variperm Acquisition,acquisition, partially offset by $8.5 million of paid financing costs. Net cash used in financing activities was $7.6 million for the year ended December 31, 2023 and included $6.0 million of cash used to repurchase our common stock and $1.3 million of net repayments of debt.

Although terms of our contracts may vary considerably, the 6%21% of revenues recognized over time relate to certain contracts in our Subsea andSubsea, Production Equipment and Downhole product lines which are typically based on a fixed amount for the entire contract. Recognition over time for these contracts is supported by our assessment of the products supplied as having no alternative use to us and by clauses in the contracts that provide us with an enforceable right to payment for performance completed to date. We use the cost-to-cost method to measure progress for these contracts because it best depicts the transfer of assets to the customer which occurs as costs are incurred on the contract. The amount of revenue recognized is calculated based on the ratio of costs incurred to date compared to total estimated costs which requires management to calculate reasonably dependable estimates of total contract costs. Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period. We recognize revenue and cost of sales each period based upon the advancement of the work-in-progress unless the stage of completion is insufficient to enable a reasonably certain forecast of profit to be established. In such cases, no profit is recognized during the period.

We review long-lived assets with definite lives for potential impairment whenever events or changes in circumstances indicate that the carrying amount of a long-lived asset may not be recoverable. In 2024, an impairment loss of $119.1 million was recorded on intangible assets within the Coiled Tubing product line. Refer to Note 76 Goodwill and Intangible Assets for further discussion. In 2025, we recognized $1.2 million and $1.6 million of property and equipment impairment and operating lease right of use assets impairment, respectively, related to the Company’s strategic decision to consolidate facilities and discontinue certain products. Refer to Note 5 Property and Equipment and Note 8 Leases for further discussion. No impairments to property and equipment or operating lease right of use assets were recorded in 2024. No impairments to property and equipment, definite lived intangibles, and operating lease right of use assets were recorded in 2023.

We follow the liability method of accounting for income taxes. Under this method, deferred income tax assets and liabilities are determined based upon temporary differences between the carrying amounts and tax bases of our assets and liabilities at the balance sheet date, and are measured using enacted tax rates and laws that will be in effect when the differences are expected to reverse. 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 future reversals of existing temporary differences, projected future taxable income, tax-planning and recent operating results. Any changes in our judgment as to the realizability of our deferred tax assets are recorded as an adjustment to the deferred tax asset valuation allowance in the period the change occurs. For the year ended December 31, 2024,2025, we recognized tax expense for valuation allowances totaling $25.1$4.3 million related to the net increase in our valuation allowance provided against our deferred tax assets to write down our deferred tax assets in these jurisdictions to what is more likely than not realizable. We increased our valuation allowance related to our U.S. deferred tax assets by $29.5$1.5 million along with a $6.9$2.8 million net increase to certain non-U.S. deferred tax assets in the U.K.United Kingdom, Singapore and China. In addition, we released $11.3 million of valuation allowance on our deferred tax assets generated from operations in Germany and Saudi Arabia as the Company determined they were no longer required.Canada. See Note 109 Income Taxes for further information related to these charges.

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, submarine rescue systems and equipment for military use, pressure pumping equipment, the placement of production equipment on new producing wells, downstream capital projects and capital equipment for renewable energy projects. For the threesix months ended MarchJune 31,30, 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 natural gas operators lower expenses, increase production, and reduce their emissions while also deploying our technologies in renewable energy applications.

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 pricesprices, production targets and productionanticipated targets.investment returns. 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.environments, as well as equipment replacement cycles and fleet utilization levels.

AsOver athe result,course of the quarter, energy markets experienced tightening supply conditions and increasedheightened 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.prices. These factors contributed to higher crudeCrude oil and natural gas prices increased during portions of the quarter, as market participants reacted to both actual and potential disruptions in global supply. While oil prices stabilized near the end of the quarter as market confidence improved regarding diplomatic negotiations and global crude oil supply, prices remained sensitive to geopolitical developments. Natural gas prices decreased in the quarter due to strong supply growth and seasonality.

Despite the elevated energy prices, global average active rig counts decreased compared to the first quarter 2026 and remained below the prior‑year period, reflecting continued capital discipline and expectations for a near term resolution to the Middle East conflicts. Looking forward, while higher commodity prices are expected to continue to fluctuate due to the aforementioned geopolitical developments and evolving trade policies may support incremental activity,developments, we expect customers to maintain their focus on capital discipline, operational efficiency and ainvestment returns-focused approach.returns. However, we continue to 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 firstsecond quarter 2026 increased compared to the prior year with spot prices exceeding $100 per barrel near quarter end.year. The higher prices reflected tightening global supply due to the geopolitical uncertainty in Middle East.

Three months ended MarchJune 31,30, 2026 compared with three months ended MarchJune 31,30, 2025

Our revenue for the three months ended MarchJune 31,30, 2026 was $208.7$226.2 million, an increase of $15.4$26.5 million, or 8.0%,13.2%, compared to the three months ended MarchJune 31,30, 2025. For the three months ended MarchJune 31,30, 2026, our Drilling and Completions and our Artificial Lift and Downhole segments comprised 60.7%61.4% and 39.3%38.6% of our total revenue, respectively, compared to 59.8%58.7% and 40.2%41.3% of our total revenue, respectively, for the three months ended MarchJune 31,30, 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$139.0 million for the three months ended MarchJune 31,30, 2026, an increase of $11.2$21.8 million, or 9.7%,18.6%, compared to the three months ended MarchJune 31,30, 2025. The increase was primarily relatedattributable to higher revenue recognized from ROVs and part sales in the Subsea product line, as well as increased demand for wireline cable, coiled tubing products. Partially offsetting these increases were lower sales volumes of drilling and completionsdrilling-related relatedcapital consumables as the result of lower U.S. rig count.products.

Artificial Lift and Downhole segment — Revenue was $82.1$87.4 million for the three months ended MarchJune 31,30, 2026, an increase of $4.3$4.9 million, or 5.5%,5.9%, compared to the three months ended MarchJune 31,30, 2025. The increase in revenue was primarily attributable to higher sand and flow control productsproduct sales driven by increased activity,sales, as well as higher valve product sales,sales reflecting the absence of prior-year period tariff‑related impacts that negatively affected valve sales volumes in the prior‑year period.impacts. These increases were partially offset by lower demand for casingproduction equipment inand the Middle East compared to the prior-year period.technologies.

Segment operating income (loss) and segment operating margin percentage

Segment operating income for the three months ended MarchJune 31,30, 2026 was $11.0$21.1 million, a $2.0$12.9 million increase compared to income of $9.0$8.2 million for the three months ended MarchJune 31,30, 2025. For the three months ended MarchJune 31,30, 2026, segment operating margin percentage was 5.3%9.3% compared to 4.6%4.1% for the three months ended MarchJune 31,30, 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:

Artificial LiftDrilling and DownholeCompletions segment — Segment operating income was $11.6$13.7 million, or 14.1%,9.9%, for the three months ended MarchJune 31,30, 2026 compared to income of $7.3 million, or 9.4%,6.2%, for the three months ended MarchJune 31,30, 2025. The $4.3$6.4 million increase in segment operating results was primarily driven by favorablerevenue growth across all product mixlines, andas increasedwell operatingas leveragebenefits onfrom highercost revenue.savings initiatives including the Company’s strategic decision to consolidate facilities in the second half of the prior year.

CorporateArtificial Lift and Downhole segment — Selling,Segment generaloperating andincome administrativewas expenses$16.4 formillion, Corporateor were $9.5 million18.7%, for the three months ended MarchJune 31,30, 2026, a $1.8 million increase2026 compared to $10.4 million, or 12.6%, for the three months ended MarchJune 31,30, 2025. ThisThe $6.0 million increase was primarily relateddriven toby higherincreased performance-basedsales stockvolume, incentivefavorable compensationproduct costs.mix, operating leverage and benefits from cost savings initiatives.

Other items not included in segment operating income (loss)

Transaction expensesexpenses, gain on sale-leaseback transactions, 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 includes interest expense and foreign exchange gains (losses) and other. We incurred $4.1$4.3 million of interest expense during the three months ended MarchJune 31,30, 2026, a decrease of $0.8$0.4 million compared to the three months ended MarchJune 31,30, 2025, due to decreased borrowings. See Note 6 Debt for further details related to debt.

We recorded tax expense of $2.9$3.6 million and $3.8$6.2 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively. The income tax expense during the three months ended MarchJune 31,30, 2026 was partially driven by ana increasedecrease to valuation allowances on certain deferred tax assets. The estimated annual effective tax rates for the three months ended MarchJune 31,30, 2026 and 2025 were impacted by losseschanges in jurisdictionsearnings whererelative the recording of ato tax benefitexpense isand notby available.fluctuations in valuation allowances on certain 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.

As of MarchJune 31,30, 2026, we had $55.1$45.0 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 MarchJune 31,30, 2026, we had cash and cash equivalents of $37.5$33.7 million and $53.6$62.0 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.

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 MarchJune 31,30, 2026, we repurchased approximately 1.8 million shares of our common stock for aggregate consideration of $46.4$49.4 million. We repurchased approximately 0.1 million shares of our common stock for aggregate consideration of $4.6$7.6 million during the threesix months ended MarchJune 31,30, 2026.

Our cash flows for the threesix months ended MarchJune 31,30, 2026 and 2025 are presented below (in thousands):

Net cash provided by operating activities was $1.6$14.1 million for the threesix months ended MarchJune 31,30, 2026 compared to net cash provided by operating activities of $9.3$25.1 million for the threesix months ended MarchJune 31,30, 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$31.4 million in the 2026 period compared to $1.8net cash provided of $3.4 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$45.4 million of cash in 2026 compared to $11.1$21.7 million in 2025.

Net cash provided by (used in) financinginvesting activities

Net cash providedused byin financing activities was $1.9$11.6 million for the threesix months ended MarchJune 31,30, 2026 compared to $21.0$37.3 million of cash used in financing activities for the threesix months ended MarchJune 31,30, 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$7.6 million.million, partially offset by $7.7 million in net borrowings under the revolving Credit Facility during 2026. This compares to $16.5$28.0 million in net repayments under the revolving Credit Facility, repurchases of stock of $6.3 million and payments of stock-based compensation taxes of $1.3 million and repurchases of stock of $2.0 million during the prior year period.

There have been no material changes in our critical accounting policies and estimates during the threesix months ended MarchJune 31,30, 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.