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What changed in FORUM ENERGY TECHNOLOGIES, INC.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of FORUM ENERGY TECHNOLOGIES, INC.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+236 added−237 removedSource: 10-K (2026-02-27) vs 10-K (2025-03-03)

Top changes in FORUM ENERGY TECHNOLOGIES, INC.'s 2025 10-K

236 paragraphs added · 237 removed · 192 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

42 edited+6 added−6 removed49 unchanged
Biggest changeIn addition to ROVs, we design and manufacture subsea rescue vehicles capable of a range of tasks, including submarine rescue operations, diver support, seabed survey, port security, under hull search and a variety of other tasks. 5 Table of Contents Our subsea vehicle customers are primarily large offshore service companies that serve the oil and natural gas, telecommunications, offshore wind power, and other industries operating in marine environments.
Biggest changeOur subsea vehicle customers are primarily large offshore service companies that serve the oil and natural gas, telecommunications, offshore wind power, and other industries operating in marine environments. In addition, we sell products to a range of governmental organizations including naval, maritime science and geoscience research organizations. 5 Table of Contents Subsea products and technical services.
Drilling. We provide both drilling capital equipment and consumables, with a focus on products that enhance our customers’ handling of tubulars and drilling fluids on the drilling rig.
We provide both drilling capital equipment and consumables, with a focus on products that enhance our customers’ handling of tubulars and drilling fluids on the drilling rig.
Our Cannon Services protectors are used to shield downhole control lines, cables and gauges during installation and to provide protection during production enhancement operations. We design and manufacture a variety of downhole protection solutions for electrical 6 Table of Contents submersible pump (“ESP”) cabling, encapsulated control lines, sub-surface safety valves and permanent downhole gauges.
Our Cannon Services protectors are used to shield downhole control lines, cables and gauges during installation and to provide protection during production enhancement operations. We design and manufacture a variety of downhole protection solutions for electrical submersible pump (“ESP”) cabling, encapsulated control lines, sub-surface safety valves and permanent downhole 6 Table of Contents gauges.
Competition The markets in which we operate are highly competitive. We compete with a number of companies of varying sizes, including large national and multinational companies, as well as smaller competitors on a regional or local basis. We have no single competitor across all of our product lines.
Competition The markets in which we operate are highly competitive. We have no single competitor across all of our product lines. We compete with a number of companies of varying sizes, including large national and multinational companies, as well as smaller competitors on a regional or local basis.
These properties and the substances disposed or released on them may be subject to the CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, perform remedial operations to prevent future contamination, or to contribute financially to efforts to do the same.
These properties and the substances disposed or released on them may be subject to CERCLA, RCRA and analogous state laws. Under such laws, we could be required to remove previously disposed substances and wastes, remediate contaminated property, perform remedial operations to prevent future contamination, or to contribute financially to efforts to do the same.
Please see “Risk factors—Risks related to our business—We rely on relationships with key suppliers to operate and maintain our business.” Timely receipt of raw materials is critical to our business and we may not be able to continue purchasing raw materials on a timely basis or at acceptable prices in the future.
Please see “Risk Factors—Risks Related to Our Business and Operations—We rely on relationships with key suppliers to operate and maintain our business.” Timely receipt of raw materials is critical to our business and we may not be able to continue purchasing raw materials on a timely basis or at acceptable prices in the future.
Our common shares are listed on the New York Stock Exchange (“NYSE”) under the symbol “FET.” Our principal executive offices are located at 10344 Sam Houston Park Drive, Houston, Texas 77064, our telephone number is (713) 351-7900, and our website is www.f-e-t.com.
Our common shares are listed on the New York Stock Exchange (“NYSE”) and NYSE Texas under the symbol “FET.” Our principal executive offices are located at 10344 Sam Houston Park Drive, Houston, Texas 77064, our telephone number is (713) 351-7900, and our website is www.f-e-t.com.
Of our total employees, approximately 1,100 were in the U.S., 200 were in the United Kingdom, 100 were in Germany, 300 were in Canada and 100 were in other locations. We are not a party to any collective bargaining agreements, other than in our Hamburg, Germany facility.
Of our total employees, approximately 1,000 were in the U.S., 200 were in the United Kingdom, 100 were in Germany, 300 were in Canada and 100 were in other locations. We are not a party to any collective bargaining agreements, other than in our Hamburg, Germany facility.
This availability is especially critical for certain consumable products, causing us to carry substantial inventories for these products. For critical capital items in which demand is expected to be strong, we often build certain items before we have a firm order. Our having such goods available on short notice can be of great value to our customers.
This availability is especially critical for certain consumable products, causing us to carry substantial inventories for these products. For critical capital items in which demand is expected to be strong, we may build certain items before we have a firm order. Our having such goods available on short notice can be of great value to our customers.
We design and manufacture capital equipment and specialty components used in the subsea sector and provide a broad suite of complementary technical services. We have a core focus on the design and manufacture of ROV systems, other specialty subsea vehicles, and rescue submarines, as well as critical components of these vehicles.
We design and manufacture capital equipment and specialty components used in the subsea sector and provide a broad suite of complementary technical services. We have a core focus on the design and manufacture of ROV systems, other specialty subsea vehicles, and submarine rescue vehicles, as well as critical components of these vehicles.
In addition, it is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. Hydraulic fracturing A significant percentage of our customers’ oil and natural gas production is being developed from unconventional sources, such as hydrocarbon shales.
In addition, it is not uncommon for neighboring landowners and other third-parties to file claims for personal injury and property damage allegedly caused by hazardous substances released into the environment. 9 Table of Contents Hydraulic fracturing A significant percentage of our customers’ oil and natural gas production is being developed from unconventional sources, such as hydrocarbon shales.
Item 1. Business Forum Energy Technologies, Inc., a Delaware corporation (the “Company,” “FET,” “we,” “our” or “us”), is a global manufacturing company serving the oil, natural gas, industrial and renewable energy industries.
Item 1. Business Forum Energy Technologies, Inc., a Delaware corporation (the “Company,” “FET,” “we,” “our” or “us”), is a global manufacturing company serving the oil, natural gas, defense and renewable energy industries.
The prices we pay for our raw materials may be affected by, among other things, energy, steel and other commodity prices, inflationary pressures, tariffs and duties on imported materials, and foreign currency exchange rates. Certain of our component parts, products or raw materials, such as bearings, are only available from a limited number of suppliers.
The prices we pay for our raw materials may be affected by, among other things, energy, steel and other commodity prices, inflationary pressures, tariffs and duties on imported materials, and foreign currency exchange rates. Certain of our component parts, products or raw materials are only available from a limited number of suppliers.
We generally try to purchase raw materials from multiple suppliers so that we are not dependent on any one supplier, but this is not always possible. 8 Table of Contents Working Capital An important consideration for many of our customers in selecting a vendor is timely availability of the product.
We generally try to purchase raw materials from multiple suppliers so that we are not dependent on any one supplier, but this is not always possible. Working Capital An important consideration for many of our customers in selecting a vendor is timely availability of the product.
Currently, our insurance program includes coverage for, among other things, general liability, umbrella liability, sudden and accidental pollution, personal property, vehicles, workers’ compensation, and employer’s liability coverage. Employees As of December 31, 2024, we had approximately 1,800 employees.
Currently, our insurance program includes coverage for, among other things, general liability, umbrella liability, sudden and accidental pollution, personal property, vehicles, workers’ compensation, and employer’s liability coverage. Employees As of December 31, 2025, we had approximately 1,700 employees.
Our backlog was approximately $213.5 million and $241.6 million at December 31, 2024 and 2023, respectively. Substantially all of the projects currently in our backlog are subject to change and our customers may seek to terminate these orders.
Our backlog was approximately $311.6 million and $213.5 million at December 31, 2025 and 2024, respectively. Substantially all of the projects currently in our backlog are subject to change and our customers may seek to terminate these orders.
In 2024, 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 many decades.
In 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 the foreseeable future.
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. 4 Table of Contents There are several factors that drive demand for our Drilling and Completions segment.
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.
We also manufacture pressure control products that are used for well intervention operations and sold domestically and internationally to oilfield service companies and equipment rental companies. Products we supply include blowout preventers for coiled tubing and wireline units, and our Hydraulic Latch Assembly and FASTConnect units, which are used to facilitate efficient zipper fracturing operations.
Additionally, it manufactures pressure control products that are used for well intervention operations and sold globally to oilfield service companies and equipment rental companies. Products we supply include blowout preventers for coiled tubing and wireline units, and our Hydraulic Latch Assembly and FASTConnect units, which are used to facilitate efficient zipper fracturing operations.
Some of our more significant competitors include manufacturing companies such as NOV Inc. and Tenaris S.A., and the manufacturing arms of SLB, TechnipFMC plc and Weatherford International PLC.
Some of our multinational competitors include manufacturing companies such as NOV Inc. and Tenaris S.A., and the manufacturing arms of SLB, TechnipFMC plc, Baker Hughes and Weatherford International PLC.
Our tubular handling tools include elevators, clamps, rotary slips, rotary tongs, powered slips, spiders and kelly spinners. Our make-up and break-out tools, called Forum Roughneck™, automate a dangerous rig floor task and improve rig drilling speed and safety.
Our tubular handling tools include elevators, clamps, rotary slips, rotary tongs, powered slips, spiders and kelly spinners. Our make-up and break-out tools, such as our FR-120 iron roughneck, automate a dangerous rig floor task and improve rig drilling speed and safety.
Moreover, accidental releases or spills of regulated substances may occur in the course of our operations, and if so, we may incur significant costs and liabilities as a result of such releases or spills, including any third-party claims for damage to property, natural resources or persons.
Moreover, accidental releases or spills of regulated substances may occur in the course of our operations, and lead us to incur significant costs and liabilities, including any third-party claims for damage to property, natural resources or persons.
We also manufacture electro-mechanical wireline cables as well as innovative EnviroLite branded (greaseless) cables. We also conduct aftermarket refurbishment and recertification services for pressure control equipment. Our primary customers in the Stimulation and Intervention product line are pressure pumping, wireline and flowback service companies. In addition, we sell directly to pressure pumping original equipment manufacturers. Coiled Tubing .
We also conduct aftermarket refurbishment and recertification services for pressure control equipment. Our primary customers in the Stimulation and Intervention product line are pressure pumping, wireline and flowback service companies. In addition, we sell directly to pressure pumping original equipment manufacturers. Coiled Tubing .
The market for ROVs can be segmented into three broad classes of vehicles based on size and category of operations: (1) large work-class vehicles and trenchers for construction and installation activities, (2) drilling-class vehicles deployed from and for use around an offshore rig and (3) observation-class vehicles for inspection and light manipulation.
The market for ROVs can be segmented into three broad classes of vehicles based on size and category of operations: (1) large work-class vehicles and trenchers for construction and installation activities, (2) drilling-class vehicles deployed from and for use around an offshore rig, (3) observation-class vehicles for inspection and light manipulation and (4) diver support, seabed survey, port security, under hull search and a variety of other tasks.
The trend in environmental regulation has been to impose increasingly stringent restrictions and limitations on activities that may impact the environment, and thus, any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.
Environmental regulations from federal, state, and local regulators are imposing increasingly stringent restrictions and limitations on activities that may impact the environment. Any changes in environmental laws and regulations or in enforcement policies that result in more stringent and costly waste handling, storage, transport, disposal, or remediation requirements could have a material adverse effect on our operations and financial position.
We are required to manage the transportation, storage and disposal of hazardous and non-hazardous wastes in compliance with the RCRA. 9 Table of Contents The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible parties for the release of a hazardous substance into the environment.
The Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”), also known as the Superfund law, imposes joint and several liability, without regard to fault or legality of conduct, on classes of persons who are considered to be responsible parties for the release of a hazardous substance into the environment.
Standard terms with our vendors are 60 days. For critical items sourced from significant vendors, we have settled accounts more quickly, sometimes in exchange for early payment discounts.
For critical items sourced from significant vendors, we have settled accounts more quickly, sometimes in exchange for early payment discounts.
Our Forum Sub-Atlantic ® branded observation-class vehicles are electrically powered and are principally used for inspection, survey and light manipulation, and serve a wide range of industries.
Our Forum Sub-Atlantic ® branded observation-class vehicles are electrically powered and are principally used for inspection, survey and light manipulation, and serve a wide range of industries. Our Subsea product line also designs and manufactures subsea rescue vehicles capable of a range of tasks, including submarine rescue operations.
However, customers are generally required to pay us for work performed as well as other costs and fees as a result of such changes or termination. It is difficult to predict how much of our current backlog may be delayed or terminated, or subject to changes, as well as our ability to collect termination or change fees.
However, customers are generally required to pay us for work performed as well as other costs and fees as a result of such changes or termination.
However, our customers are susceptible to exhausting their capital and operating budgets in the fourth quarter. As a result, we may experience decreased demand for our products in the fourth quarter. In addition, given the geographic proximity of a number of our facilities to the Gulf Coast, we are subject to business interruptions caused by hurricanes and tropical storms.
In addition, given the geographic proximity of a number of our facilities to the Gulf Coast, we are subject to business interruptions caused by hurricanes and tropical storms.
For sales into certain countries or for select customers, we might require payment upfront or credit support through a letter of credit. For longer term projects, we typically require progress payments as important milestones are reached. On average, we collect our receivables in about 70 days from shipment resulting in a substantial investment in accounts receivable.
For longer term projects, we typically require progress payments as important milestones are reached. On average, we collect our receivables in approximately 70 days from shipment resulting in a substantial investment in accounts receivable. Standard terms with our vendors are 60 days.
Our Subsea product line is affected by global offshore activity, defense spending, subsea equipment and pipeline installation, repair and maintenance expenditures, and growth in offshore windfarm development. Demand for our Stimulation & Intervention and Coiled Tubing product lines is impacted by the level of shale or tight sand basin hydraulic fracturing activity and the level of workover and intervention activity.
Demand for our Stimulation & Intervention and Coiled Tubing product lines is impacted by the level of shale or tight sand basin hydraulic fracturing activity and the level of workover and intervention activity. 4 Table of Contents Drilling.
We also provide a broad suite of subsea tooling and technical services. Stimulation and Intervention . We provide a broad range of high-pressure pumps and flow equipment used by pressure pumping companies during stimulation, intervention (principally plug and perforation activity) and flowback processes.
We provide a broad range of high-pressure pumps and flow equipment used by pressure pumping companies during stimulation (principally plug and perforation activity), intervention and flowback processes. We sell power end assemblies, industrial heat exchanger and cooling systems, manifolds and manifold trailers, high-pressure flexible hoses and flow iron.
Since then, we have completed acquisitions to round out our offering in certain product lines and to build our Coiled Tubing and Stimulation and Intervention product lines. 7 Table of Contents Backlog As we provide a mix of consumable products, capital goods, and repair parts and services, the majority of orders and commitments included in our backlog as of December 31, 2024 are scheduled to be delivered within six months.
We utilize our international manufacturing partners to produce completed products and components for the majority of our valve products. Backlog As we provide a mix of consumable products, capital goods, and repair parts and services, the majority of orders and commitments included in our backlog as of December 31, 2025 are scheduled to be delivered within six months.
Our consumable and repair products are predominantly off-the-shelf items requiring short lead-times, generally less than six months, and our related refurbishment or other services are also not contracted with significant lead time. The composition of our backlog is reflective of our mix of capital equipment, consumable products, aftermarket and other related items.
It is difficult to predict how much of our current backlog may be delayed or terminated, or subject to changes, as well as our ability to collect termination or change fees. 7 Table of Contents Our consumable and repair products are predominantly off-the-shelf items requiring short lead-times, generally less than six months, and our related refurbishment or other services are also not contracted with significant lead time.
We sell power end assemblies, industrial heat exchanger and cooling systems, manifolds and manifold trailers, high-pressure flexible hoses and flow iron. Frequent refurbishment and recertification of flow equipment is critical to ensuring the reliable and safe operation of a pressure pumping company ’ s fleet. We perform these services and position inventory in strategic locations in North America.
Frequent refurbishment and recertification of flow equipment is critical to ensuring the reliable and safe operation of a pressure pumping company ’ s fleet. We perform these services and position inventory in strategic locations in North America. This product line manufactures electro-mechanical wireline cables as well as innovative EnviroLite branded (greaseless) cables.
FET’s customers include oil and natural gas operators, land and offshore drilling contractors, oilfield service companies, pipeline and refinery operators, 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.
Consumable products are used by our customers in drilling, well construction and completion activities and at processing centers and refineries.
We also expect hydrocarbons will continue to play a vital role in meeting the world’s long-term energy needs while renewable energy sources develop to scale. As such, we remain focused on serving our customers in both oil and natural gas as well as renewable energy applications.
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.
We also stock raw materials and components in order to be in a position to build products in response to market demand. We typically offer our customers standard payment terms of 30 days, although customers often take 65 days or more to settle accounts.
We also stock raw materials and components to build products in response to market demand. 8 Table of Contents We offer our customers standard payment terms of 30 days. For sales into certain countries or for select customers, we might require payment upfront or credit support through a letter of credit.
In addition, we sell products to a range of governmental organizations including naval, maritime science and geoscience research organizations. Subsea products and technical services. We are also a leading designer and manufacturer of subsea products and components utilized in conjunction with ROVs for the oil and natural gas, renewables, telecommunications and defense markets.
We are also a leading designer and manufacturer of subsea products and components utilized in conjunction with ROVs for the oil and natural gas, renewables, telecommunications and defense markets. We manufacture Dynacon ® branded ROV launch and recovery systems, linear cable engines, Sub-Atlantic ® branded ROV thrusters, and a wide range of hydraulic power units and valve packs.
Our bookings, which consist of written orders or commitments for our products or related services, during the years ended December 31, 2024 and 2023 were approximately $780.3 million and $724.3 million, respectively. Customers No customer represented more than 10% of consolidated revenue in any of the last two years. Seasonality Our business is not significantly impacted by seasonality.
The composition of our backlog is reflective of our mix of capital equipment, consumable products, aftermarket and other related items. Our bookings, which consist of written orders or commitments for our products or related services, during the years ended December 31, 2025 and 2024 were approximately $891.0 million and $780.3 million, respectively.
Overview We are a global manufacturing company serving the oil, natural gas, industrial and renewable energy industries. With headquarters in Houston, Texas, FET provides value added solutions aimed at improving the safety, efficiency, and environmental impact of our customers’ operations. Our highly engineered products include capital equipment and consumable products.
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.
Removed
We are continuing to develop 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 acquisition (the “Variperm Acquisition”) of Variperm Holdings Ltd.
Added
There are several factors that drive demand for our Drilling and Completions segment.
Removed
(“Variperm”), 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 17 Business Segments for the product lines making up each segment.
Added
Our Subsea product line is affected by global offshore activity, government defense system initiatives, subsea equipment and pipeline installation, repair and maintenance expenditures, and growth in offshore windfarm development.
Removed
Our historical results of operations were recast retrospectively to reflect these changes in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).
Added
These ROV components are manufactured and designed for incorporation into our own vehicles as well as for sale to other ROV manufacturers. We also provide a broad suite of subsea tooling and technical services. The product line is also a provider of software and control system solutions for ROVs through our VisualSoft and ICE Unity offerings.
Removed
We incorporate by reference the segment and geographic information for the last two years set forth in Note 17 Business Segments , and the information with respect to the Variperm Acquisition set forth in Note 4 Acquisition .
Added
VisualSoft is a market leading provider of Digital Video and Data Acquisition and processing systems for survey and inspection of underwater assets. ICE unity provides a software solution for ROVs that includes remote operations and comprehensive data access capability. Stimulation and Intervention .
Removed
We manufacture Dynacon ® branded ROV launch and recovery systems, linear cable engines, Sub-Atlantic ® branded ROV thrusters, and a wide range of hydraulic power units and valve packs. We design and manufacture these ROV components for incorporation into our own vehicles as well as for sale to other ROV manufacturers.
Added
Customers No customer represented more than 10% of consolidated revenue in any of the last two years. Seasonality Our business is not significantly impacted by seasonality. However, our customers are susceptible to exhausting their capital and operating budgets in the fourth quarter. As a result, we may experience decreased demand for our products in the fourth quarter.
Removed
We utilize our international manufacturing partners to produce completed products and components for the majority of our valve products. Business history FET was incorporated in 2005 and on April 17, 2012, we completed our initial public offering.
Added
We are required to manage the transportation, storage and disposal of hazardous and non-hazardous wastes in compliance with the RCRA.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

69 edited+20 added−15 removed188 unchanged
Biggest changeOur acquisitions and dispositions may not result in anticipated benefits and may present risks not originally contemplated. We continually seek opportunities to maximize efficiency and value through various transactions, including purchases or sales of assets, businesses, investments, or joint venture interests.
Biggest changeWe continually seek opportunities to maximize efficiency and value through various transactions, including purchases or sales of assets, businesses, investments, or joint venture interests. These transactions are intended to (but may not) result in the realization of savings, the creation of efficiencies, the offering of new products or services, the generation of cash or income, or the reduction of risk.
Risks Related to our Common Stock, Indebtedness and Financial Condition: • Our common stock price has been volatile, and we expect it to continue to remain volatile in the future. • Our debt agreements contain operating and financial restrictions that restrict our business and financing activities. • Our variable rate indebtedness may subject us to interest rate risk, which could cause our debt service obligations to increase significantly. • Our ability to access the capital and credit markets to raise capital on favorable terms is limited by our debt level, industry conditions and credit rating. • Provisions in our organizational documents and under Delaware law could delay or prevent a change in control of our company, which could adversely affect the price of our common stock. • During the year ended December 31, 2024, we incurred impairment charges and we may incur additional impairment charges in the future. 12 Table of Contents Risks Related to our Business and 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.
Risks Related to our Common Stock, Indebtedness and Financial Condition: • Our common stock price has been volatile, and we expect it to continue to remain volatile in the future. • Our debt agreements contain operating and financial restrictions that restrict our business and financing activities. • Our variable rate indebtedness may subject us to interest rate risk, which could cause our debt service obligations to increase significantly. • Our ability to access the capital and credit markets to raise capital on favorable terms is limited by our debt level, industry conditions and credit rating. • Provisions in our organizational documents and under Delaware law could delay or prevent a change in control of our company, which could adversely affect the price of our common stock. • During the year ended December 31, 2024, we incurred impairment charges and we may incur additional impairment charges in the future. 12 Table of Contents Risks Related to our Business and Operations: The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the volatility of oil and natural gas prices.
Risks Related to our Business and 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. • The markets in which we operate are highly competitive, including some companies that hold substantial market share and have substantially greater resources than we do, as well as a number of regional or local competitors for certain of our product lines.
Risks Related to our Business and Operations: • The success of our business largely depends on activity levels in the oil and natural gas industry, which can be affected by the volatility of oil and natural gas prices. • The markets in which we operate are highly competitive, including some companies that hold substantial market share and have substantially greater resources than we do, as well as a number of regional or local competitors for certain of our product lines.
In addition, some of our competitors are large national 17 Table of Contents 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.
In addition, some of our competitors are large national and multinational companies that are able to devote greater financial, technical, manufacturing and marketing 17 Table of Contents resources to research and develop more or better systems, services and technologies than we are able to do.
Such factors include: • domestic and foreign supply of and demand for oil and natural gas; • prices, and expectations about future prices, of oil and natural gas; • ability or willingness of the Organization of Petroleum Exporting Countries and other allied producing countries (“OPEC+”) and other major producers to set and maintain production limits; • cost of exploring for, developing, producing and delivering oil and natural gas; • levels of drilling and completions activity; • expected decline in rates of current and future production, or faster than anticipated declines in production; • discovery rates of new oil and natural gas reserves; • the occurrence or threat of epidemic or pandemic diseases and any government response to such occurrence or threat; • ability of our customers to access new markets or areas of production or to continue to access current markets, including as a result of trade restrictions; • weather conditions, including hurricanes and tornadoes, that can affect oil and natural gas operations; • natural disasters, catastrophes or other events resulting in severe property damage; • governmental regulations, including those instituted in connection with a response to climate change; • prohibitions, moratoriums or similar limitations on drilling or hydraulic fracturing activity resulting in a cessation or disruption of operations; • 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 the ongoing Russia-Ukraine conflict); • financial stability of our customers and other industry participants; • political instability in oil and natural gas producing countries; • increased pressures to invest in sustainable energy sources, shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil and natural gas; • investors reducing, or ceasing to provide, funding to the oil and natural gas industry in response to initiatives to limit climate change; • conservation measures and technological advances affecting energy consumption; • price and availability of alternative energy resources and fuels; • uncertainty in capital and commodities markets, and the ability of oil and natural gas companies to raise equity capital and debt financing; and • merger and divestiture activity among oil and natural gas producers, drilling contractors and oilfield service companies.
Such factors include: • domestic and foreign supply of and demand for oil and natural gas; • prices, and expectations about future prices, of oil and natural gas; • ability or willingness of the Organization of Petroleum Exporting Countries and other allied producing countries (“OPEC+”) and other major producers to set and maintain production limits; • cost of exploring for, developing, producing and delivering oil and natural gas; • levels of drilling and completions activity; • expected decline in rates of current and future production, or faster than anticipated declines in production; • discovery rates of new oil and natural gas reserves; • the occurrence or threat of epidemic or pandemic diseases and any government response to such occurrence or threat; • ability of our customers to access new markets or areas of production or to continue to access current markets, including as a result of trade restrictions; • weather conditions, including hurricanes and tornadoes, that can affect oil and natural gas operations; • natural disasters, catastrophes or other events resulting in severe property damage; • governmental regulations, including those instituted in connection with a response to climate change; • prohibitions, moratoriums or similar limitations on drilling or hydraulic fracturing activity resulting in a cessation or disruption of operations; • 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 and Middle East conflicts); • financial stability of our customers and other industry participants; • political instability in oil and natural gas producing countries; • increased pressures to invest in sustainable energy sources, shareholder activism or activities by non-governmental organizations to restrict the exploration, development and production of oil and natural gas; • investors reducing, or ceasing to provide, funding to the oil and natural gas industry in response to initiatives to limit climate change; • conservation measures and technological advances affecting energy consumption; • price and availability of alternative energy resources and fuels; • uncertainty in capital and commodities markets, and the ability of oil and natural gas companies to raise equity capital and debt financing; and • merger and divestiture activity among oil and natural gas producers, drilling contractors and oilfield service companies.
Congress has 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.
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.
These transactions also involve risks, and we cannot ensure that: • any acquisitions we attempt will be completed on the terms announced, or at all; • any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated benefits; • any acquisitions would be successfully integrated into our operations and internal controls; • the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal exposure, including under the FCPA, or that we will appropriately quantify the exposure from known risks; • any disposition would not result in decreased earnings, revenue, or cash flow; 19 Table of Contents • use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or • any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources.
These transactions also involve risks, and we cannot ensure that: • any acquisitions we attempt will be completed on the terms announced, or at all; • any acquisitions would result in an increase in income or provide an adequate return of capital or other anticipated benefits; • any acquisitions would be successfully integrated into our operations and internal controls; • the due diligence conducted prior to an acquisition would uncover situations that could result in financial or legal exposure, including under the FCPA, or that we will appropriately quantify the exposure from known risks; • any disposition would not result in decreased earnings, revenue, or cash flow; • use of cash for acquisitions would not adversely affect our cash available for capital expenditures and other uses; or • any dispositions, investments, or acquisitions, including integration efforts, would not divert management resources.
For more information about our competitors, please read “Business—Competition.” Given the uncertainty related to long-term commodity prices and associated customer demand, we may hold excess or obsolete inventory, and as a result, may experience a reduction in gross margins and financial results. We cannot accurately predict what or how many products our customers will need in the future.
For more information about our competitors, please read “Business—Competition.” Given the uncertainty related to long-term commodity prices and associated customer demand, we may hold excess or obsolete inventory, and as a result, may experience a reduction in gross margins and financial results. We may not accurately predict what or how many products our customers will need in the future.
Furthermore, we may be adversely affected by disputes regarding intellectual property rights. • We may incur liabilities, fines, penalties or additional costs, or we may be unable to sell to certain customers if we do not maintain safe operations. • If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. • The impact and effects of public health crises, pandemics and epidemics could have a material adverse effect on our business, financial condition and results of operations. • Facility consolidations or expansions may subject us to risks of operating inefficiencies, construction delays and cost overruns. • Our acquisitions and dispositions may not result in anticipated benefits and may present risks not originally contemplated. • A natural disaster, catastrophe or other event could result in severe property damage, which could curtail our operations. 11 Table of Contents Legal and Regulatory Risks: • Our operations and our customers’ operations are subject to a variety of governmental laws and regulations that affect our and our customers’ costs, prohibit or curtail our customers’ operations in certain areas, limit the demand for our products and services or restrict our operations. • Potential legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our products. • 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. • Our operations are subject to environmental and operational safety laws and regulations that may expose us to significant costs and liabilities. • Tariffs imposed by the U.S. government could have a further severe adverse effect on our results of operations. • We are subject to litigation risks that may not be covered by insurance. • The number and cost of our current and future asbestos claims could be substantially higher than we have estimated and the timing of payment of claims could be sooner than we have estimated. • Our products are used in operations that are subject to potential hazards inherent in the oil and natural gas industry and, as a result, we are exposed to potential liabilities that could affect our financial condition and reputation. • Climate change legislation or regulations restricting emissions of greenhouse gases (“GHGs”) and related divestment and other efforts could increase our operating costs or reduce demand for our products.
Furthermore, we may be adversely affected by disputes regarding intellectual property rights. • We may incur liabilities, fines, penalties or additional costs, or we may be unable to sell to certain customers if we do not maintain safe operations. • Our return of capital to shareholders is within the discretion of our board of directors. • If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. • The impact and effects of public health crises, pandemics and epidemics could have a material adverse effect on our business, financial condition and results of operations. • Facility consolidations or expansions may subject us to risks of operating inefficiencies, construction delays and cost overruns. • Our acquisitions and dispositions may not result in anticipated benefits and may present risks not originally contemplated. • A natural disaster, catastrophe or other event could result in severe property damage, which could curtail our operations. 11 Table of Contents Legal and Regulatory Risks: • Our operations and our customers’ operations are subject to a variety of governmental laws and regulations that affect our and our customers’ costs, prohibit or curtail our customers’ operations in certain areas, limit the demand for our products and services or restrict our operations. • Potential legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our products. • 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. • Our operations are subject to environmental and operational safety laws and regulations that may expose us to significant costs and liabilities. • Tariffs imposed by the U.S. government could have a further severe adverse effect on our results of operations. • We are subject to litigation risks that may not be covered by insurance. • The number and cost of our current and future asbestos claims could be substantially higher than we have estimated and the timing of payment of claims could be sooner than we have estimated. • Our products are used in operations that are subject to potential hazards inherent in the oil and natural gas industry and, as a result, we are exposed to potential liabilities that could affect our financial condition and reputation. • Climate change legislation or regulations restricting emissions of greenhouse gases (“GHGs”) and related divestment and other efforts could increase our operating costs or reduce demand for our products.
For more information on the cost sharing agreements related to this risk, refer to Note 12 Commitments and Contingencies . Our products are used in operations that are subject to potential hazards inherent in the oil and natural gas industry and, as a result, we are exposed to potential liabilities that could affect our financial condition and reputation.
For more information on the cost sharing agreements related to this risk, refer to Note 11 Commitments and Contingencies . Our products are used in operations that are subject to potential hazards inherent in the oil and natural gas industry and, as a result, we are exposed to potential liabilities that could affect our financial condition and reputation.
As of December 31, 2024, 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.
As of December 31, 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.
Risks inherent to these applications, such as equipment malfunctions; failures; explosions; blowouts or uncontrollable flows of oil, natural gas or well fluids; and natural disasters on land or in deepwater or shallow-water environments, can cause personal injury; loss of life; suspension of operations; damage to formations; damage to facilities; business interruption and damage to or destruction of property, surface water and drinking water resources, equipment and the environment.
Risks inherent to these applications, such as equipment malfunctions; failures; explosions; blowouts or uncontrollable flows of oil, natural gas or well fluids; and natural disasters on land or in deepwater or shallow-water environments, 23 Table of Contents can cause personal injury; loss of life; suspension of operations; damage to formations; damage to facilities; business interruption and damage to or destruction of property, surface water and drinking water resources, equipment and the environment.
If we are unable to maintain effective internal controls and, as a result, fail to provide reliable financial reports and effectively prevent fraud, our reputation and operating results would be harmed. 18 Table of Contents The impact and effects of public health crises, pandemics and epidemics could have a material adverse effect on our business, financial condition and results of operations.
If we are unable to maintain effective internal controls and, as a result, fail to provide reliable financial reports and effectively prevent fraud, our reputation and operating results would be harmed. The impact and effects of public health crises, pandemics and epidemics could have a material adverse effect on our business, financial condition and results of operations.
We may not be able to compete successfully in this environment. • Given the uncertainty related to long-term commodity prices and associated customer demand, we may hold excess or obsolete inventory, and as a result, may experience a reduction in gross margins and financial results. • We may not realize revenue on our current backlog due to customer order reductions, cancellations or acceptance delays, which may negatively impact our financial results. • The industry in which we operate is undergoing continuing consolidation and seeking opportunities to participate in the energy transition, which may impact our results of operations. • A greater focus on budgetary discipline and technological advances have caused a decline in customer spending that may remain at a low level despite an increase in commodity prices. • We may be unable to employ a sufficient number of skilled and qualified workers. • We rely on relationships with key suppliers to operate and maintain our business. • Our business depends upon our ability to obtain key raw materials and specialized equipment from suppliers.
We may not be able to compete successfully in this environment. • Given the uncertainty related to long-term commodity prices and associated customer demand, we may hold excess or obsolete inventory, and as a result, may experience a reduction in gross margins and financial results. • We may not realize revenue on our current backlog due to customer order reductions, cancellations or acceptance delays, which may negatively impact our financial results. • The industry in which we operate is undergoing continuing consolidation and may seek to invest in energy alternatives, which may impact our results of operations. • A greater focus on budgetary discipline and technological advances have caused a decline in customer spending that may remain at a low level despite an increase in commodity prices. • We may be unable to employ a sufficient number of skilled and qualified workers. • We rely on relationships with key suppliers to operate and maintain our business. • Our business depends upon our ability to obtain key raw materials and specialized equipment from suppliers.
As a result of this concentration in part of our supply chain, our business and operations may be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, 15 Table of Contents availability or timely delivery of their products, or if they were to decide to terminate their relationships with us.
As a result of this concentration in part of our supply chain, our business and operations may be negatively affected if our key suppliers were to experience significant disruptions affecting the price, quality, availability or timely delivery of their products, or if they were to decide to terminate their relationships with us.
In January 2021, 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.
For 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.
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 21 Table of Contents preliminary injunction by the district court that was subsequently vacated by 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.
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.
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 16 Table of Contents products or facilities to satisfy the specifications and testing will not adversely affect our results of operations.
In addition, our amended and restated bylaws establish advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders. 27 Table of Contents During the year ended December 31, 2024, we incurred impairment charges and we may incur additional impairment charges in the future.
In addition, our amended and restated bylaws establish advance notice provisions for stockholder proposals and nominations for elections to the board of directors to be acted upon at meetings of stockholders. During the year ended December 31, 2024, we incurred impairment charges and we may incur additional impairment charges in the future.
In the ordinary course of business, we become the subject of claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of our 22 Table of Contents products or operations.
In the ordinary course of business, we become the subject of claims, lawsuits and administrative proceedings seeking damages or other remedies concerning our commercial operations, products, employees and other matters, including occasional claims by individuals alleging exposure to hazardous materials as a result of our products or operations.
If we fail to comply with any applicable law or regulation, our business, results of operations or financial condition may be adversely affected. 20 Table of Contents Potential legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our products.
If we fail to comply with any applicable law or regulation, our business, results of operations or financial condition may be adversely affected. Potential legislation or regulations restricting the use of hydraulic fracturing could reduce demand for our products.
As a result of these factors, our business may not generate sufficient cash flow from operations to enable us to meet our debt obligations. Our variable rate indebtedness may subject us to interest rate risk, which could cause our debt service obligations to increase significantly.
As a result of these factors, our business may not generate sufficient cash flow from operations to enable us to meet our debt obligations. 27 Table of Contents Our variable rate indebtedness may subject us to interest rate risk, which could cause our debt service obligations to increase significantly.
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. 25 Table of Contents Compliance with regulations relating to export controls, trade sanctions and embargoes administered by the countries in which we operate, including the U.S.
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. Compliance with regulations relating to export controls, trade sanctions and embargoes administered by the countries in which we operate, including the U.S.
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 2019, the U.S. 22 Table of Contents 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.
Our ability to borrow under the Credit Facility and comply with some of the covenants, ratios or tests contained in our debt 26 Table of Contents agreements may be affected by events beyond our control.
Our ability to borrow under the Credit Facility and comply with some of the covenants, ratios or tests contained in our debt agreements may be affected by events beyond our control.
If these efforts are successful, our ability to access capital markets may be limited and our stock price may be negatively impacted. Members of the investment community have recently increased their focus on sustainability practices, including practices related to GHGs and climate change, in the oil and natural gas industry.
If these efforts are successful, our ability to access capital markets may be limited and our stock price may be negatively impacted. Members of the investment community have focused on sustainability practices, including practices related to GHGs and climate change, in the oil and natural gas industry.
Assuming borrowings under our amended Credit Facility outstanding as of December 31, 2024, each quarter point change in interest rates would result in an approximately $0.2 million change in annual interest expense on our indebtedness under our Credit Facility.
Assuming borrowings under our amended Credit Facility outstanding as of December 31, 2025, each quarter point change in interest rates would result in an approximately $0.1 million change in annual interest expense on our indebtedness under our Credit Facility.
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 conflict between Russia and Ukraine, the availability and cost of credit and supply chain disruptions, could adversely affect our financial condition and results of operations.
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 conflicts in Venezuela, Ukraine and the Middle East, the availability and cost of credit and supply chain disruptions, could adversely affect our financial condition and results of operations.
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 built capital equipment before receiving customer orders. Our forecasts of customer demand are based on multiple assumptions, which have introduced errors into the estimates.
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 build capital equipment before receiving customer orders. Our forecasts of customer demand are based on multiple assumptions, which can introduce errors into the estimates.
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.
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.
These projects, and any other capital asset construction projects that we may commence, are subject to similar risks of delay or cost overruns inherent in any construction project resulting from numerous factors, including the following: • difficulties or delays in obtaining land; • shortages of key equipment, materials or skilled labor; • unscheduled delays in the delivery of ordered materials and equipment; • unanticipated cost increases; • weather interferences; and • difficulties in obtaining necessary permits or in meeting permit conditions.
These projects, and any other capital asset construction projects that we may commence, are subject to similar risks of delay or cost overruns inherent in any construction project resulting from numerous factors, including the following: • difficulties or delays in obtaining land; • shortages of key equipment, materials or skilled labor; • unscheduled delays in the delivery of ordered materials and equipment; • unanticipated cost increases; • weather interferences; and • difficulties in obtaining necessary permits or in meeting permit conditions. 19 Table of Contents Our acquisitions and dispositions may not result in anticipated benefits and may present risks not originally contemplated.
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: • revenues, cash flows, and profitability; • the ability to maintain or increase borrowing capacity; • the ability to obtain additional capital to finance our business and the cost of that capital; • the ability to collect outstanding amounts from our customers; and • the ability to attract and retain skilled personnel to maintain our business or that will be needed in the event of an upturn in the demand for our products.
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. 13 Table of Contents 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: • revenues, cash flows, and profitability; • the ability to maintain or increase borrowing capacity; • the ability to obtain additional capital to finance our business and the cost of that capital; • the ability to collect outstanding amounts from our customers; and • the ability to attract and retain skilled personnel to maintain our business or that will be needed in the event of an upturn in the demand for our products.
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 ESG practices.
As a result, we and our customers have come under increasing pressure to improve our sustainability performance and to increase our public reporting and disclosure on our sustainability practices.
If new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where our oil and natural gas exploration and production customers operate, they could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, and production activities, and perhaps even be precluded from drilling wells, some or all of which could adversely affect demand for our products and services from those customers.
If new or more stringent federal, state or local legal restrictions relating to the hydraulic fracturing process are adopted in areas where our oil and natural gas exploration and production customers operate, they could incur potentially significant added costs to comply with such requirements, experience delays or curtailment in the pursuit of exploration, development, and production activities, and perhaps even be precluded from drilling wells, some or all of which could adversely affect demand for our products and services from those customers. 21 Table of Contents 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, among other drivers.
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 operations and other adverse consequences.
Geopolitical tensions or conflicts may further heighten the risk of cyber threats, and the use of artificial intelligence may make intrusion attempts look more legitimate. In certain instances, our systems have failed to perform as anticipated, resulting in disruptions in operations and other adverse consequences.
For example, our Coiled Tubing product line was unable to source a sufficient amount of steel during the third and fourth quarters of 2021 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 prices and tariffs.
For example, our Downhole product line was unable to source a sufficient amount of casing during the first half of 2025 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 prices, tariffs and other duties.
The trend in environmental regulation has been to impose 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.
Environmental regulations from federal, state, and local regulators are 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.
If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds its fair value. There was no impairment of goodwill during the year ended December 31, 2024.
If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds its fair value.
Our efforts to maintain internal control systems have not been successful in the past. The existence of a material weakness in the future or a failure of our internal controls could affect our ability to obtain financing or increase the cost of any such financing.
The existence of a material weakness in the future or a failure of our internal controls could affect our ability to obtain financing or increase the cost of any such financing.
There are significant inherent uncertainties and management judgment in estimating the fair value of each reporting unit. While we believe we have made reasonable estimates and assumptions to estimate the fair value of our reporting units, it is possible that a material change could occur.
While we believe we have made reasonable estimates and assumptions to estimate the fair value of our reporting units, it is possible that a material change could occur.
For example, the adoption of laws and regulations curtailing exploration and development drilling for oil and natural gas for economic or other policy reasons could adversely affect our operations by limiting demand for our products.
This demand is affected by changing taxes, price controls and other laws and regulations relating to the oil and natural gas industry in general. For example, the adoption of laws and regulations curtailing exploration and development drilling for oil and natural gas for economic or other policy reasons could adversely affect our operations by limiting demand for our products.
The EPA has attempted to regulate GHG emissions under the federal Clean Air Act: • 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.
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.
For the year ended December 31, 2024, we recognized intangible asset impairment charges totaling $119.1 million, which are 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.
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 were included in “Impairment of intangible assets” in the consolidated statements of comprehensive loss.
Our business and our customers’ businesses may be significantly affected by: • federal, state and local U.S. and non-U.S. laws and other regulations relating to oilfield operations, worker safety and protection of the environment; • changes in these laws and regulations; • the level of enforcement of these laws and regulations; and • interpretation of existing laws and regulations.
Our business and our customers’ businesses may be significantly affected by: • federal, state and local U.S. and non-U.S. laws and other regulations relating to oilfield operations, worker safety and protection of the environment; • changes in these laws and regulations; • the level of enforcement of these laws and regulations; and • interpretation of existing laws and regulations. 20 Table of Contents In addition, we depend on the demand for our products and services from the oil and natural gas industry.
In addition, these risks may be greater for us because we may acquire companies that have not allocated significant resources and management focus to quality or safety, requiring rehabilitative efforts during the integration process.
In addition, these risks may be greater for us because we may acquire companies that have not allocated significant resources and management focus to quality or safety, requiring rehabilitative efforts during the integration process. We may incur liabilities for losses associated with these newly acquired companies before we are able to rehabilitate such companies’ quality, safety and environmental programs.
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 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.
These challenges remain ongoing and future implementation of the BLM rules is uncertain at this time. 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.
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.
Environmental incidents such as the Macondo well incident 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.
Environmental incidents, climate change actions, and changes in 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.
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, we were impacted by idled facilities and operations directly related to Hurricane Harvey’s widespread damage in Texas and Louisiana.
These interruptions might involve significant damage to property, among other things, and repairs might take a significant amount of time. For example, in the past we have been impacted by idled facilities and operations due to hurricane damage.
The industry in which we operate is undergoing continuing consolidation and seeking opportunities to participate in the energy transition, which may impact our results of operations. Some of our customers have consolidated and are seeking to achieve economies of scale and pricing concessions.
The industry in which we operate is undergoing continuing consolidation and may seek to invest in energy 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 may make future investments in non-traditional oil and gas markets.
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.
Climate change legislation or regulations restricting emissions of GHGs and related divestment and other efforts could increase our operating costs or reduce demand for our products. 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.
Should our suppliers be unable to provide the necessary raw materials or finished products or otherwise fail to deliver such materials and products timely and in the quantities required, resulting delays in the provision of products or services to customers could have a material adverse effect on our business.
Increased costs of raw materials and other components, and inflationary pressure, may result in increased operating expenses. Should we be unable to obtain the necessary raw materials or finished products timely or in the quantities required, resulting delays in the provision of products or services to customers could have a material adverse effect on our business.
In addition, they are making investments in non-traditional oil and gas markets as part of the energy transition. 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.
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.
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. 24 Table of Contents The adoption of additional legislation or regulatory programs to reduce emissions of GHGs could require us to incur increased operating costs to comply with new emissions-reduction or reporting requirements.
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 that impact us and our customers.
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.
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.
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 ESG reporting expectations and ESG-linked contracting policies for our customers and suppliers.
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 sustainability reporting expectations and contracting policies for our customers and suppliers. 25 Table of Contents Additionally, members of the investment community have begun to screen companies such as ours for sustainability performance before investing in our stock.
We rely on a large number of agents in non-U.S. countries that have been identified as posing a high risk of corrupt activities and whose local laws and customs differ significantly from those in the U.S.
We rely on agents in non-U.S. countries that have been identified as posing a heightened 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.
More recently, the Trump Administration has proposed significantly increased tariffs on foreign imports into the U.S., particularly from China, which may 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.
More recently, the Trump Administration has periodically 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.
For example, we have a limited number of suppliers for our bearings product lines and certain of our valve product lines. The limited number of these suppliers can restrict the quantity and timeliness of customer deliveries. In addition, some of our suppliers have imposed more stringent payment terms and conditions on us based on our perceived risk as a counterparty.
For 15 Table of Contents example, we have a limited number of suppliers for our bearings product lines and certain of our valve product lines. The limited number of these suppliers can restrict the quantity and timeliness of customer deliveries.
We may experience economic loss and a negative impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations. Further, the markets in which we operate could restrict the removal or conversion of the local currency, resulting in our inability to hedge against these risks.
We may experience economic loss and a negative impact on earnings or net assets solely as a result of foreign currency exchange rate fluctuations.
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. • In August 2020, the EPA rescinded methane and volatile organic compound emissions standards for new and modified oil and gas transmission and storage infrastructure previously promulgated in 2016, as well as methane limits for new and modified oil and gas production and processing equipment.
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.
If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. Effective internal controls over financial processes and reporting are necessary for us to provide reliable financial reports that effectively prevent fraud and operate successfully.
Effective internal controls over financial processes and reporting are necessary for us to provide reliable financial reports that effectively prevent fraud and operate successfully. Our efforts to maintain internal control systems have not been successful in the past.
These transactions may also affect our business, consolidated results of operations and consolidated financial condition.
Acquisition transactions may use cash on hand or be financed by additional borrowings or by the issuance of our common stock. These transactions may also affect our business, consolidated results of operations and consolidated financial condition.
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.
The 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.
Additionally, at the end of 2024, EPA announced proposed amendment to the NSPS with additional emissions standards and limitations for GHGs and other hazardous air pollutants. The White House has also taken actions targeting emissions of GHGs.
Additionally, at the end of 2024, EPA announced proposed amendment to the NSPS with additional emissions standards and limitations for GHGs and other hazardous air pollutants. Further, President Trump and the Republican-majority Congress have exhibited significant support of the oil and natural gas sector and have endorsed policies that would be beneficial for the Company.
Court of Appeals for the Fifth Circuit. The full impact of these federal actions remains unclear, and if other 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.
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 federal regulations or in light of regulatory 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.
Furthermore, a prolonged imposition of tariffs on our goods could have a significant adverse effect on our results of operations. We are subject to litigation risks that may not be covered by insurance.
We are subject to litigation risks that may not be covered by insurance.
Risks Related to Our Common Stock, Indebtedness and Financial Condition: Our common stock price has been volatile, and we expect it to continue to remain volatile in the future. The market price of common stock of companies engaged in the oil and natural gas equipment manufacturing and services industry has been volatile.
The market price of common stock of companies engaged in the oil and natural gas equipment manufacturing and services industry has been subject to fluctuations. Likewise, the market price of our common stock has varied significantly in the past year and may continue to fluctuate widely in response to various factors, many of which are beyond our control.
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.
Court of Appeals for the Fifth Circuit. The Trump Administration 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.
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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.
Added
In addition, some of our suppliers have imposed more stringent payment terms and conditions on us based on our perceived risk as a counterparty.
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Furthermore, there can be no assurance that the demand or pricing for oil and natural gas will follow historic 13 Table of Contents patterns, including as a result of increased availability of alternative energy sources.
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Our return of capital to shareholders, including through the repurchases of outstanding shares of our common stock, is within the discretion of our board of directors, and there is no guarantee that we will return capital to shareholders, including through repurchases of our outstanding shares of common stock, in the future or at levels anticipated by our shareholders.
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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.
Added
Although we currently plan to return capital to shareholders, the amount and timing of returns of capital to shareholders may vary from time to time.
Removed
Increased costs of raw materials and other components, and inflationary pressure, may result in increased operating expenses.
Added
The amount and timing of all returns of capital, including future purchases pursuant to our Repurchase Program (as defined below), if any, are subject to the discretion of our board of directors and will depend upon business conditions, results of operations, financial condition, terms of our debt agreements and other factors.
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We anticipate that such code testing requirements will become more common in our 16 Table of Contents contracts.
Added
Our board of directors may, without advance notice, limit, suspend or terminate our Repurchase Program. There can be no assurance that we will make repurchases of our shares of common stock in the future.
Removed
These transactions are intended to (but may not) result in the realization of savings, the creation of efficiencies, the offering of new products or services, the generation of cash or income, or the reduction of risk. Acquisition transactions may use cash on hand or be financed by additional borrowings or by the issuance of our common stock.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have protocols by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported to the Audit Committee and/or Board. 28 Table of Contents Management The executive management team, including our Chief Executive Officer, Chief Financial Officer and General Counsel, receives periodic reports from the IT Director regarding cybersecurity objectives and risk management measures being implemented by the Company and discusses these updates to identify and mitigate data protection and cybersecurity risks.
Biggest changeManagement The executive management team, including our Chief Executive Officer, Chief Financial Officer and General Counsel, receives periodic reports from the IT Director regarding cybersecurity objectives and risk management measures being implemented by the Company and discusses these updates to identify and mitigate data protection and cybersecurity risks.
Risk Management and Strategy Assessing, identifying and managing cybersecurity risks are integral to our enterprise risk management activities. Our cybersecurity program leverages people, processes, and technology to timely identify and respond to cybersecurity threats. The Company has access control systems to limit physical and virtual access into our system to authorized users.
Risk Management and Strategy Assessing, identifying and managing cybersecurity risks are integral to our enterprise risk management activities. Our cybersecurity program leverages people, processes, and technology to timely identify and respond to threats. The Company has access control systems to limit physical and virtual access into our system to authorized and unauthorized users.
The IT Director also periodically attends the Board’s Audit Committee meetings to report on developments impacting the IT Department and discuss annual cybersecurity goals and initiatives. Internal Cybersecurity Team Our internal cybersecurity team is responsible for the development, implementation, monitoring, and maintenance of the cybersecurity and data protection practices across the Company.
The IT Director also periodically attends the Board’s Audit Committee meetings to report on developments impacting the IT Department and discuss annual cybersecurity goals and initiatives. 29 Table of Contents Internal Cybersecurity Team Our internal cybersecurity team is responsible for the development, implementation, monitoring, and maintenance of the cybersecurity and data protection practices across the Company.
In general, our incident response process follows the National Institute of Standards and Technology framework and focuses on four phases: 29 Table of Contents preparation; detection and analysis; containment, eradication and recovery; and post-incident remediation.
In general, our incident response process follows the National Institute of Standards and Technology framework and focuses on four phases: preparation; detection and analysis; containment, eradication and recovery; and post-incident remediation.
Reporting to our IT Director are experienced personnel who assist with managing cybersecurity objectives and to implement related policies and tools. Also, the internal cybersecurity team conducts periodic security awareness training for employees. In addition to our internal cybersecurity capabilities, we also regularly engage consultants to assist with assessing, identifying, and managing cybersecurity risks and optimize infrastructure.
Reporting to our IT Director are experienced professionals who assist with managing cybersecurity objectives and implementing related policies and tools. Also, the internal cybersecurity team conducts periodic security awareness training for employees. In addition to our internal cybersecurity capabilities, we also regularly engage consultants to assist with assessing, identifying, and managing cybersecurity risks, optimizing infrastructure and ensuring organizational readiness.
As part of such reviews, the Audit Committee receives reports and presentations from members of our team responsible for overseeing the Company’s cybersecurity risk management, including senior members of our IT, Finance and Accounting, and Legal teams.
As part of such reviews, the Audit Committee receives reports and presentations from members of our team responsible for overseeing the Company’s cybersecurity risk management, including senior members of our IT, Finance and Accounting, and Legal teams. We have protocols by which certain cybersecurity incidents are escalated within the Company and, where appropriate, reported to the Audit Committee and/or Board.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeProperties The following table describes the significant facilities owned or leased by us as of December 31, 2024, for our Drilling and Completions (“D&C”) and Artificial Lift and Downhole (“A&D”) segments: Country Location Number of facilities Description Leased or Owned Segments Canada Red Deer 2 Service/Distribution Leased D&C Calgary 1 Manufacturing Leased D&C Calgary 1 Manufacturing/Service/Distribution Leased A&D Edmonton 2 Service/Distribution Leased D&C Edmonton 2 Manufacturing/Service/Distribution Leased A&D Germany Hamburg 1 Manufacturing Leased D&C Saudi Arabia Dammam 1 Manufacturing/Distribution Owned Shared UAE Jebel Ali 1 Service/Distribution Leased Shared United Kingdom Aberdeen 1 Service/Distribution Leased D&C Kirkbymoorside 1 Manufacturing Owned D&C United States Broussard, LA 1 Manufacturing/Service/Distribution Leased D&C Bryan, TX 1 Manufacturing Leased D&C Clearfield, PA 1 Manufacturing/Service/Distribution Owned A&D Dayton, TX 1 Manufacturing Leased D&C Fort Worth, TX 1 Manufacturing/Service Leased D&C Guthrie, OK 1 Manufacturing Leased A&D Houston, TX 2 Corporate/Manufacturing Leased Shared Humble, TX 1 Manufacturing Leased D&C Midland, TX 1 Service/Distribution Leased D&C Odessa, TX 1 Service/Distribution Leased D&C Odessa, TX 1 Service/Distribution Leased A&D Pearland, TX 1 Manufacturing/Distribution Owned A&D Plantersville, TX 1 Manufacturing/Distribution Leased D&C Smock, PA 1 Service Leased D&C Stafford, TX 2 Manufacturing/Distribution Leased A&D Tyler, TX 1 Distribution Leased D&C Williston, ND 1 Service/Distribution Leased Shared We believe our facilities are suitable for their present and intended purposes, and are adequate for our current and anticipated level of operations.
Biggest changeProperties The following table describes the significant facilities owned or leased by us as of December 31, 2025, for our Drilling and Completions (“D&C”) and Artificial Lift and Downhole (“A&D”) segments: Country Location Number of facilities Description Leased or Owned Segments Canada Red Deer 2 Service/Distribution Leased D&C Calgary 1 Manufacturing Leased D&C Calgary 1 Manufacturing/Service/Distribution Leased A&D Edmonton 2 Service/Distribution Leased D&C Edmonton 2 Manufacturing/Service/Distribution Leased A&D Germany Hamburg 1 Manufacturing Leased D&C Saudi Arabia Dammam 1 Manufacturing/Distribution Owned Shared UAE Jebel Ali 1 Service/Distribution Leased Shared United Kingdom Aberdeen 1 Service/Distribution Leased D&C Kirkbymoorside 1 Manufacturing Owned D&C United States Broussard, LA 1 Manufacturing/Service/Distribution Leased D&C Bryan, TX 1 Manufacturing Leased D&C Clearfield, PA 1 Manufacturing/Service/Distribution Leased A&D Dayton, TX 1 Manufacturing Leased D&C Guthrie, OK 1 Manufacturing Leased A&D Houston, TX 2 Corporate/Manufacturing Leased Shared Humble, TX 1 Manufacturing Leased D&C Midland, TX 1 Service/Distribution Leased D&C Odessa, TX 1 Service/Distribution Leased D&C Odessa, TX 1 Service/Distribution Leased A&D Pearland, TX 1 Manufacturing/Distribution Leased A&D Smock, PA 1 Service Leased D&C Stafford, TX 2 Manufacturing/Distribution Leased A&D Tyler, TX 1 Distribution Leased D&C Williston, ND 1 Service/Distribution Leased Shared We believe our facilities are suitable for their present and intended purposes and are adequate for our current and anticipated level of operations.
We incorporate by reference the information set forth in Item 1 and Item 7 of this Annual Report on Form 10-K and the information set forth in Note 6 Property and Equipment, Note 9 Leases and Note 12 Commitments and Contingencies . 31 Table of Contents
We incorporate by reference the information set forth in Item 1 and Item 7 of this Annual Report on Form 10-K and the information set forth in Note 5 Property and Equipment, Note 8 Leases and Note 11 Commitments and Contingencies . 31 Table of Contents

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings Information related to Item 3. Legal Proceedings is included in Note 12 Commitments and Contingencies , which is incorporated herein by reference. In addition to these matters, we are involved in other legal proceedings incidental to the conduct of our business.
Biggest changeItem 3. Legal Proceedings Information related to Item 3. Legal Proceedings is included in Note 11 Commitments and Contingencies , which is incorporated herein by reference. In addition to these matters, we are involved in other legal proceedings incidental to the conduct of our business.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeIvascu practiced corporate law at Vinson & Elkins L.L.P., representing public and private companies and investment banking firms in capital markets offerings, mergers and acquisitions, and corporate governance and bankruptcy matters. From 2004 to 2006, Mr. Ivascu served as an attorney for the U.S. Securities & Exchange Commission, Division of Enforcement. Mr. Ivascu holds a B.B.A. from the Stephen M.
Biggest changeIvascu also serves as Managing Director of our German subsidiary, Forum Blohm + Voss Oil Tools GmBh. From 2006 to June 2011, Mr. Ivascu practiced corporate law at Vinson & Elkins L.L.P., representing public and private companies and investment banking firms in capital markets offerings, mergers and acquisitions, and corporate governance and bankruptcy matters. From 2004 to 2006, Mr.
Danford served as Director of Human Resources and Vice President 32 Table of Contents - Human Resources for Hydril Company, a publicly traded manufacturer of connections used for oil and natural gas drilling and production. From 1991 to 1997, Mr. Danford served in various human resources roles for Baker Hughes Incorporated, a publicly traded oilfield services company.
Danford served as Director of Human Resources and Vice President - Human Resources for Hydril Company, a publicly traded manufacturer of connections used for oil and natural gas 32 Table of Contents drilling and production. From 1991 to 1997, Mr. Danford served in various human resources roles for Baker Hughes Incorporated, a publicly traded oilfield services company.
Danford served as Senior Vice President - Human Resources from February 2015 to June 2020; and Vice President - Human Resources from November 2007 to February 2015.
Prior to that, Mr. Danford served as Senior Vice President - Human Resources from February 2015 to June 2020; and Vice President - Human Resources from November 2007 to February 2015.
Item 4. Mine Safety Disclosures Not applicable. Information About Our Executive Officers The following table indicates the names, ages and positions of the executive officers of FET as of February 21, 2025: Name Age Position Neal A. Lux 49 President, Chief Executive Officer and Director D. Lyle Williams 55 Executive Vice President and Chief Financial Officer John C.
Item 4. Mine Safety Disclosures Not applicable. Information About Our Executive Officers The following table indicates the names, ages and positions of the executive officers of FET as of February 20, 2026: Name Age Position Neal A. Lux 50 President, Chief Executive Officer and Director D. Lyle Williams 56 Executive Vice President and Chief Financial Officer John C.
Ivascu 47 Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Michael D. Danford 62 Senior Vice President and Chief Human Resources Officer Katherine C. Keller 41 Senior Vice President and Chief Accounting Officer Mark Brookes 49 Senior Vice President – Operations Steven Pounds 52 Senior Vice President – Operations Neal A. Lux. Mr.
Ivascu 48 Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary Michael D. Danford 63 Senior Vice President and Chief Human Resources Officer Katherine C. Keller 42 Senior Vice President and Chief Accounting Officer Mark Brookes 50 Senior Vice President – Operations Steven Pounds 53 Senior Vice President – Operations Neal A. Lux. Mr.
Ross School of Business at the University of Michigan, and a J.D. from Brooklyn Law School. Michael D. Danford . Mr. Danford has served as Senior Vice President and Chief Human Resources Officer since June 2020. Prior to that, Mr.
Ivascu served as an attorney for the U.S. Securities & Exchange Commission, Division of Enforcement. He holds a B.B.A. from the Stephen M. Ross School of Business at the University of Michigan, and a J.D. from Brooklyn Law School. Michael D. Danford . Mr. Danford has served as Senior Vice President and Chief Human Resources Officer since June 2020.
Ivascu has served as Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since June 2020. Since June 2011, Mr.
Ivascu has served as Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary since June 2020. After serving in various legal roles of increasing responsibility since June 2011, he was appointed as our General Counsel and Corporate Secretary in February 2019. Mr.
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Ivascu has held various legal roles of increasing responsibility, including Senior Vice President, General Counsel, Chief Compliance Officer and Secretary; Senior Vice President, General Counsel and Secretary; Vice President, Deputy General Counsel and Secretary; Vice President, Associate General Counsel and Assistant Secretary; and Assistant General Counsel. From 2006 to June 2011, Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeFrom the inception of the November 2021 Program through December 2024, we repurchased approximately 298 thousand shares of our common stock for aggregate consideration of $7.6 million. No shares were purchased during the three months ended December 31, 2024 under our November 2021 Program or our December 2024 Program.
Biggest changeFrom the inception of the programs in November 2021 through December 31, 2025, we repurchased approximately 1.7 million shares of our common stock for aggregate consideration of $41.9 million. We repurchased approximately 1.4 million shares of our common stock for aggregate consideration of $34.3 million during 2025.
Our future dividend policy is within the discretion of our board of directors and will depend upon various factors, including our results of operations, financial condition, capital requirements, investment opportunities, and restrictions under our loan agreements.
Our future dividend policy is within the discretion of our board of directors and would depend upon various factors, including our results of operations, financial condition, capital requirements, investment opportunities, and restrictions under our loan agreements.
In calculating the number of shareholders, we consider clearing agencies and security position listings as one shareholder for each agency or listing. No dividends were declared or issued during 2024 or 2023, and we do not currently have any plans to pay cash dividends in the future.
In calculating the number of shareholders, we consider clearing agencies and security position listings as one shareholder for each agency or listing. No dividends were declared or issued during 2025 or 2024, and we do not currently have any immediate plans to pay cash dividends in the future.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the NYSE under the trading symbol “FET.” As of February 21, 2025, there were approximately 26 common stockholders of record.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Our common stock trades on the NYSE and NYSE Texas under the trading symbol “FET.” As of February 20, 2026, there were approximately 300 common stockholders of record.
Removed
As of December 31, 2024, remaining authorization under the December 2024 Program is $75.0 million. Subsequent to December 31, 2024, we repurchased approximately 105 thousand shares of our common stock for aggregate consideration of $2.0 million. Item 6. Reserved. 34 Table of Contents
Added
The following table is a summary of our repurchases of our common stock during the three months ended December 31, 2025. As of December 31, 2025, the remaining authorization under the Repurchase Program is $40.7 million .
Added
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) October 1, 2025 - October 31, 2025 162,341 $ 27.69 162,341 $ 49,239 November 1, 2025 - November 30, 2025 96,306 $ 29.28 96,306 $ 46,419 December 1, 2025 - December 31, 2025 162,788 $ 35.19 162,788 $ 40,691 Total 421,435 $ 30.95 421,435 Subsequent to December 31, 2025 through February 20, 2026, we repurchased approximately 0.1 million shares of our common stock for aggregate consideration of $3.1 million.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeActive Rigs 599 687 36 Table of Contents The table below shows the amount of total inbound orders by segment for the years ended December 31, 2024 and 2023: (in millions of dollars) 2024 2023 Orders: Drilling and Completions $ 459.2 $ 497.0 Artificial Lift and Downhole 321.1 227.3 Total Orders $ 780.3 $ 724.3 37 Table of Contents Results of operations Year ended December 31, Change (in thousands of dollars, except per share information) 2024 2023 $ % Revenue Drilling and Completions $ 470,767 $ 502,622 $ (31,855) (6.3) % Artificial Lift and Downhole 345,680 236,312 109,368 46.3 % Eliminations (22) (70) 48 * Total revenue $ 816,425 $ 738,864 $ 77,561 10.5 % Cost of sales Drilling and Completions $ 348,878 $ 376,882 $ (28,004) (7.4) % Artificial Lift and Downhole 212,536 157,899 54,637 34.6 % Eliminations (22) (70) 48 * Total cost of sales $ 561,392 $ 534,711 $ 26,681 5.0 % Gross profit Drilling and Completions $ 121,889 $ 125,740 $ (3,851) (3.1) % Artificial Lift and Downhole 133,144 78,413 54,731 69.8 % Total gross profit $ 255,033 $ 204,153 $ 50,880 24.9 % Selling, general and administrative expenses Drilling and Completions $ 104,123 $ 106,306 $ (2,183) (2.1) % Artificial Lift and Downhole 84,250 46,830 37,420 79.9 % Corporate 30,952 27,253 3,699 13.6 % Total selling, general and administrative expenses $ 219,325 $ 180,389 $ 38,936 21.6 % Segment operating income (loss) Drilling and Completions $ 17,766 $ 19,434 $ (1,668) (8.6) % Operating margin % 3.8 % 3.9 % Artificial Lift and Downhole 48,894 31,583 17,311 54.8 % Operating margin % 14.1 % 13.4 % Corporate (30,952) (27,253) (3,699) (13.6) % Total segment operating income $ 35,708 $ 23,764 $ 11,944 50.3 % Operating margin % 4.4 % 3.2 % Transaction expenses 7,728 2,892 4,836 * Impairment of intangible assets 119,123 — 119,123 * Gain on sale-leaseback transactions (4,860) — (4,860) * Loss on disposal of assets and other 484 156 328 * Operating income (loss) (86,767) 20,716 (107,483) (518.8) % Interest expense 31,490 18,297 13,193 72.1 % Loss on extinguishment of debt 2,854 — 2,854 * Foreign exchange losses and other, net 7,315 10,233 (2,918) * Total other expense 41,659 28,530 13,129 * Loss before income taxes (128,426) (7,814) (120,612) (1,543.5) % Income tax expense 6,900 11,062 (4,162) * Net loss $ (135,326) $ (18,876) $ (116,450) (616.9) % Weighted average shares outstanding Basic 12,299 10,212 Diluted 12,299 10,212 Loss per share Basic $ (11.00) $ (1.85) Diluted $ (11.00) $ (1.85) * not meaningful 38 Table of Contents Revenues Our revenue for the year ended December 31, 2024 was $816.4 million, an increase of $77.6 million, or 10.5%, compared to the year ended December 31, 2023.
Biggest changeActive Rigs 561 599 The table below shows the amount of total inbound orders by segment for the years ended December 31, 2025 and 2024: (in thousands of dollars) 2025 2024 Orders: Drilling and Completions $ 567,805 $ 459,214 Artificial Lift and Downhole 323,200 321,049 Total Orders $ 891,005 $ 780,263 37 Table of Contents Results of operations Year ended December 31, Change (in thousands of dollars, except per share information) 2025 2024 $ % Revenue Drilling and Completions $ 477,191 $ 470,767 $ 6,424 1.4 % Artificial Lift and Downhole 314,785 345,680 (30,895) (8.9) % Eliminations (502) (22) (480) * Total revenue $ 791,474 $ 816,425 $ (24,951) (3.1) % Cost of sales Drilling and Completions $ 375,633 $ 348,878 $ 26,755 7.7 % Artificial Lift and Downhole 197,307 212,536 (15,229) (7.2) % Eliminations (502) (22) (480) * Total cost of sales $ 572,438 $ 561,392 $ 11,046 2.0 % Gross profit Drilling and Completions $ 101,558 $ 121,889 $ (20,331) (16.7) % Artificial Lift and Downhole 117,478 133,144 (15,666) (11.8) % Total gross profit $ 219,036 $ 255,033 $ (35,997) (14.1) % Selling, general and administrative expenses Drilling and Completions $ 88,723 $ 104,123 $ (15,400) (14.8) % Artificial Lift and Downhole 76,304 84,250 (7,946) (9.4) % Corporate 34,878 30,952 3,926 12.7 % Total selling, general and administrative expenses $ 199,905 $ 219,325 $ (19,420) (8.9) % Segment operating income (loss) Drilling and Completions $ 12,835 $ 17,766 $ (4,931) (27.8) % Operating margin % 2.7 % 3.8 % Artificial Lift and Downhole 41,174 48,894 (7,720) (15.8) % Operating margin % 13.1 % 14.1 % Corporate (34,878) (30,952) (3,926) (12.7) % Total segment operating income $ 19,131 $ 35,708 $ (16,577) (46.4) % Operating margin % 2.4 % 4.4 % Transaction expenses 546 7,728 (7,182) * Impairment of intangible assets — 119,123 (119,123) * Gain on sale-leaseback transactions (11,182) (4,860) (6,322) * Loss (gain) on disposal of assets and other (378) 484 (862) * Operating income (loss) 30,145 (86,767) 116,912 134.7 % Interest expense 18,312 31,490 (13,178) (41.8) % Loss on extinguishment of debt — 2,854 (2,854) * Foreign exchange losses (gains) and other, net (4,754) 7,315 (12,069) * Total other expense 13,558 41,659 (28,101) * Income (loss) before income taxes 16,587 (128,426) 145,013 112.9 % Income tax expense 26,247 6,900 19,347 * Net loss $ (9,660) $ (135,326) $ 125,666 92.9 % Weighted average shares outstanding Basic 11,883 12,299 Diluted 11,883 12,299 Loss per share Basic $ (0.81) $ (11.00) Diluted $ (0.81) $ (11.00) * not meaningful 38 Table of Contents Revenues Our revenue for the year ended December 31, 2025 was $791.5 million, a decrease of $25.0 million, or 3.1%, compared to the year ended December 31, 2024.
Net cash used in investing activities 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 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 of proceeds from sale-leaseback transactions.
The estimated annual effective tax rates for the years ended December 31, 2024 and 2023 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 estimated annual effective tax rates for the years ended December 31, 2025 and 2024 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.
Net cash provided by (used in) financing activities 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 Variperm Acquisition, partially offset by $8.5 million of paid financing costs.
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, partially offset by $8.5 million of paid financing costs.
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. 35 Table of Contents Market Conditions Generally, demand for our products and services is directly related to our customers’ capital and operating budgets.
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. 35 Table of Contents Market Conditions Generally, demand for our products and services is directly related to our customers’ drilling and completions activity, and their capital expenditure budgets.
Although terms of our contracts may vary considerably, the 6% of revenues recognized over time relate to certain contracts in our Subsea and Production Equipment product lines which are typically based on a fixed amount for the entire contract.
Although terms of our contracts may vary considerably, the 21% of revenues recognized over time relate to certain contracts in our Subsea, Production Equipment and Downhole product lines which are typically based on a fixed amount for the entire contract.
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.
Whenever revisions of estimated contract costs and contract values indicate that the contract costs will exceed estimated 41 Table of Contents revenues, thus creating a loss, a provision for the total estimated loss is recorded in that period.
In 2024, 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 many decades.
In 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 the foreseeable future.
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 December 31, 2024, we had $90.4 million of borrowings under our Credit Facility and $100.0 million outstanding principal amount of 2029 Bonds.
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 December 31, 2025, we had $37.3 million of borrowings under our Credit Facility and $100.0 million outstanding principal amount of 2029 Bonds.
For the year ended December 31, 2024, we recognized tax expense for valuation allowances totaling $25.1 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.
For the year ended December 31, 2025, we recognized tax expense for valuation allowances totaling $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 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. Accounting estimates during the course of projects may change.
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.
Our primary uses of capital have been for inventory, sales on credit to our customers, maintenance and growth capital expenditures, debt repayments and the acquisition of Variperm. We continually monitor other potential capital sources, including equity and debt financing, to meet our investment and target liquidity requirements.
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.
Such estimates and assumptions include revenue growth rates, future operating margins, the weighted average cost of capital, a terminal growth value, and future market conditions, among others. We believe that the estimates and assumptions used in our impairment assessments are reasonable.
Determining the fair value of a reporting unit requires the use of estimates and assumptions. Such estimates and assumptions include revenue growth rates, future operating margins, the weighted average cost of capital, a terminal growth value, and future market conditions, among others. We believe that the estimates and assumptions used in our impairment assessments are reasonable.
While we have policies for calculating and recording reserves against inventory carrying values, we exercise judgment in establishing and applying these policies. As of December 31, 2024 and 2023, our inventory reserve balances were $35.7 million and $38.2 million, respectively.
While we have policies for calculating and recording reserves against inventory carrying values, we exercise judgment in establishing and applying these policies. As of December 31, 2025 and 2024, our inventory reserve balances were $23.0 million and $35.7 million, respectively.
In addition, we expect total 2025 capital expenditures to be approximately $10.0 million, primarily for replacement of end of life machinery and equipment. 40 Table of Contents 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 during the next 12 months.
In addition, we expect total 2026 capital expenditures to be approximately $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.
For the year ended December 31, 2024, approximately 94% of our revenue was recognized from goods transferred to customers at a point in time while 6% of our revenue was recognized from goods transferred to customers over time.
For the year ended December 31, 2025, approximately 79% of our revenue was recognized from goods transferred to customers at a point in time while 21% of our revenue was recognized from goods transferred to customers over time.
The change in operating income (loss) and operating margin percentage for each segment is explained as follows: Drilling and Completions segment — Segment operating income was $17.8 million, or 3.8%, for the year ended December 31, 2024 compared to $19.4 million, or 3.9%, for the year ended December 31, 2023.
The change in operating income (loss) and operating margin percentage for each segment is explained as follows: Drilling and Completions segment — Segment operating income was $12.8 million, or 2.7%, for the year ended December 31, 2025 compared to $17.8 million, or 3.8%, for the year ended December 31, 2024.
In preparing our consolidated financial statements, we make judgments, estimates and assumptions affecting the amounts reported. We base our estimates on factors including historical experience and various assumptions that we believe are reasonable under the circumstances. These factors form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources.
We base our estimates on factors including historical experience and various assumptions that we believe are reasonable under the circumstances. These factors form the basis for making estimates about the carrying values of assets and liabilities that are not readily apparent from other sources.
For the year ended December 31, 2024, our Drilling and Completions segment and Artificial Lift and Downhole segment comprised of 57.7% and 42.3% of our total revenues, respectively, compared to 68.0% and 32.0%, respectively, for the year ended December 31, 2023.
For the year ended December 31, 2025, our Drilling and Completions segment and Artificial Lift and Downhole segment comprised of 60.3% and 39.8% of our total revenues, respectively, compared to 57.7% and 42.3%, respectively, for the year ended December 31, 2024.
While we believe we have made reasonable estimates and assumptions to estimate the fair value of the reporting unit, it is possible that a material change could occur.
There are significant inherent uncertainties and management judgment in estimating the fair value of the reporting unit. While we believe we have made reasonable estimates and assumptions to estimate the fair value of the reporting unit, it is possible that a material change could occur.
All statements, other than statements of historical fact, included in this Annual Report on Form 10-K regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements.
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 Annual Report on Form 10-K regarding our strategy, future operations, financial position, estimated revenues and losses, projected costs, prospects, plans and objectives of management are forward-looking statements.
For the years ended December 31, 2024 and 2023, we recognized inventory write downs totaling $2.7 million and $2.8 million, respectively. These charges are all included in “ Cost of sales ” in the consolidated statements of comprehensive loss.
For the years ended December 31, 2025 and 2024, we recognized inventory write downs totaling $19.7 million and $2.7 million, respectively. These charges are all included in “ Cost of sales ” in the consolidated statements of comprehensive loss. See Note 4 Inventories for further information related to these charges.
No impairments to property and equipment, definite lived intangibles, and operating lease right of use assets were recorded in 2023. 43 Table of Contents Income taxes We follow the liability method of accounting for income taxes.
No impairments to property and equipment or operating lease right of use assets were recorded in 2024. Income taxes We follow the liability method of accounting for income taxes.
Our cash flows for the years ended December 31, 2024 and 2023 are presented below (in thousands): Year ended December 31, 2024 2023 Net cash provided by operating activities $ 92,191 $ 8,183 Net cash used in investing activities (137,526) (6,573) Net cash provided by (used in) financing activities 45,242 (7,582) Effect of exchange rate changes on cash (1,411) 1,108 Net decrease in cash, cash equivalents and restricted cash $ (1,504) $ (4,864) Net cash provided by operating activities Net cash provided by operating activities was $92.2 million for the year ended December 31, 2024 compared to net cash provided by operating activities of $8.2 million for the year ended December 31, 2023.
Our cash flows for the years ended December 31, 2025 and 2024 are presented below (in thousands): Year ended December 31, (in thousands of dollars) 2025 2024 Net cash provided by operating activities $ 70,402 $ 92,191 Net cash provided by (used in) investing activities 9,566 (137,526) Net cash provided by (used in) financing activities (91,566) 45,242 Effect of exchange rate changes on cash 1,598 (1,411) Net decrease in cash, cash equivalents and restricted cash $ (10,000) $ (1,504) Net cash provided by operating activities Net cash provided by operating activities was $70.4 million for the year ended December 31, 2025 compared to net cash provided by operating activities of $92.2 million for the year ended December 31, 2024.
Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which we adopt as of the specified effective date. Refer to Note 2 Summary of Significant Accounting Policies for information related to recent accounting pronouncements.
Recent accounting pronouncements From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”), which we adopt as of the specified effective date.
In 2024, an impairment loss of $119.1 million was recorded on intangible assets within the Coiled Tubing product line. Refer to Note 7 Goodwill and Intangible Assets for further discussion. No impairments to property equipment or operating lease right of use assets were recorded in 2024.
In 2024, an impairment loss of $119.1 million was recorded on intangible assets within the Coiled Tubing product line. Refer to Note 6 Goodwill and Intangible Assets for further discussion.
Furthermore, availability under the Credit Facility will fluctuate directionally based on the level of our eligible accounts receivable and inventory subject to applicable sublimits.
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.
Off-balance sheet arrangements As of December 31, 2024, we had no off-balance sheet instruments or financial arrangements, other than letters of credit entered into in the ordinary course of business.
Off-balance sheet arrangements As of December 31, 2025, we had no off-balance sheet instruments or financial arrangements, other than letters of credit entered into in the ordinary course of business. For additional information, refer to Note 11 Commitments and Contingencies.
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.
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. 39 Table of Contents Taxes We recorded tax expense of $26.2 million for the year ended December 31, 2025 compared to a tax expense of $6.9 million for the year ended December 31, 2024.
We selected these valuation approaches because we believe they, combined with our best judgment regarding underlying assumptions and estimates, provides the best estimate of fair value for the reporting unit. Determining the fair value of a reporting unit requires the use of estimates and assumptions.
We determine the fair value of the reporting unit using a combination of a discounted cash flows approach and a guideline public company method. We selected these valuation approaches because we believe they, combined with our best judgment regarding underlying assumptions and estimates, provides the best estimate of fair value for the reporting unit.
The changes in revenues by operating segment consisted of the following: Drilling and Completions segment — Revenue was $470.8 million for the year ended December 31, 2024, a decrease of $31.9 million, or 6.3%, compared to the year ended December 31, 2023.
The changes in revenues by operating segment consisted of the following: Drilling and Completions segment — Revenue was $477.2 million for the year ended December 31, 2025, an increase of $6.4 million, or 1.4%, compared to the year ended December 31, 2024.
Long-lived assets As of December 31, 2024, our long-lived assets included property and equipment, definite lived intangibles, and operating lease right of use assets with balances of $63.4 million, $109.2 million and $70.4 million, respectively.
Long-lived assets As of December 31, 2025, our long-lived assets included property and equipment, definite lived intangibles, and operating lease right of use assets with balances of $51.9 million, $93.6 million and $80.7 million, respectively.
For additional information, refer to Note 12 Commitments and Contingencies. 41 Table of Contents Critical accounting policies and estimates The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.
Critical accounting policies and estimates The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. In preparing our consolidated financial statements, we make judgments, estimates and assumptions affecting the amounts reported.
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 selection of the method requires judgment and is based on the nature of the goods or services promised and the terms of the contract. For certain contracts, we use an input method and measure progress using the cost‑to‑cost method because it best depicts the transfer of assets to the customer, which occurs as costs are incurred on the contract.
The $1.7 million decrease in segment operating results was primarily due to the overall decline in segment revenues. Artificial Lift and Downhole segment — Segment operating income was $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.
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. The $7.7 million decrease in segment operating results was primarily driven by lower market activity and unfavorable customer and product mix.
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.
Net cash provided by (used in) financing activities 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.
These estimates may be affected by factors such as changing market conditions, technological advances in the oil and natural gas industry or changes in regulations governing that industry. The most significant assumptions requiring judgment involve identifying and estimating the fair value of intangible assets and the associated useful lives for establishing amortization periods.
Certain assumptions and estimates are employed in evaluating the fair value of assets acquired and liabilities assumed. These estimates may be affected by factors such as changing market conditions, technological advances in the oil and natural gas industry or changes in regulations governing that industry.
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 the sale of property and equipment.
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.
If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds its fair value. We determined our Downhole product line consists of a single reporting unit and, accordingly, goodwill acquired from the Variperm acquisition was allocated to that reporting unit.
If the reporting unit’s carrying value is greater than its calculated fair value, we recognize a goodwill impairment charge for the amount by which the carrying value of goodwill exceeds its fair value.
We increased our valuation allowance related to our U.S. deferred tax assets by $29.5 million along with a $6.9 million increase to certain non-U.S. deferred tax assets in the U.K. Singapore and China.
We increased our valuation allowance related to our U.S. deferred tax assets by $1.5 million along with a $2.8 million net increase to certain non-U.S. deferred tax assets in the United Kingdom, Singapore and Canada. See Note 9 Income Taxes for further information related to these charges.
Segment operating margin percentage is calculated by dividing segment operating income (loss) by revenues for the period.
For the year ended December 31, 2025, segment operating margin percentage was 2.4% compared to 4.4% for the year ended December 31, 2024. Segment operating margin percentage is calculated by dividing segment operating income (loss) by revenues for the period.
During the year ended December 31, 2024, net working capital provided cash of $57.6 million, compared to net working capital cash usage of $21.5 million for the year ended December 31, 2023. This change is primarily due to improved inventory management.
During the year ended December 31, 2025, net working capital provided cash of $17.8 million, compared to net working capital cash provided of $57.6 million for the year ended December 31, 2024.
These items include Transaction expenses, Impairment of intangible assets , Gain on sale-leaseback transactions and Loss on disposal of assets and other. For further information related to Impairment of intangible assets, see Note 7 Goodwill and Intangible Assets. For further information related to Gain on sale-leaseback transactions, see Notes 6 Property and Equipment and 9 Leases.
For further information related to Impairment of intangible assets, see Note 6 Goodwill and Intangible Assets. For further information related to Gain on sale-leaseback transactions, see Notes 5 Property and Equipment and 8 Leases. Other income and expense Other income and expense includes interest expense, foreign exchange gains (losses) and other, and loss on extinguishment of debt.
These budgets are heavily influenced by current and expected energy prices. In addition, demand 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. Oil and natural gas average prices were lower in 2024 compared to 2023 full year average prices.
Their activity and the 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. Utilization is a function of equipment capacity and durability in demanding environments. During 2025, global oil and natural gas markets were heavily impacted by shifting supply dynamics and geopolitical developments.
The $17.3 million increase in segment operating results was primarily driven by the acquisition of Variperm. Corporate — Selling, general and administrative expenses for Corporate were $31.0 million for the year ended December 31, 2024, a $3.7 million increase compared to the year ended December 31, 2023. This increase was primarily related to higher variable compensation costs.
Corporate — Selling, general and administrative expenses for Corporate were $34.9 million for the year ended December 31, 2025, a $3.9 million increase compared to the year ended December 31, 2024. This increase was primarily related to higher performance-based incentive compensation costs and one-time professional fees.
Cautionary note regarding forward-looking statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of 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.
Refer to Note 2 Summary of Significant Accounting Policies for information related to recent accounting pronouncements. 43 Table of Contents Cautionary note regarding forward-looking statements This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act.
Offshore Rigs Land 1,496 1,566 Offshore 238 246 Global Active Rigs 1,734 1,812 U.S. Commodity Target Oil 491 549 Gas 105 135 Other 3 3 Total U.S. Active Rigs 599 687 U.S. Well Path Horizontal 536 620 Vertical 15 17 Directional 48 50 Total U.S.
Commodity Target Oil 443 491 Gas 113 105 Other 5 3 Total U.S. Active Rigs 561 599 U.S. Well Path Horizontal 498 536 Vertical 13 15 Directional 50 48 Total U.S.
The table below shows average crude oil and natural gas prices for WTI, Brent, and Henry Hub: 2024 2023 Average global oil, $/bbl West Texas Intermediate $ 76.45 $ 77.58 Brent $ 80.52 $ 82.49 Average North American Natural Gas, $/Mcf Henry Hub $ 2.19 $ 2.53 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. 2024 2023 Active Rigs by Location United States 599 687 Canada 187 177 International 948 948 Global Active Rigs 1,734 1,812 Land vs.
In contrast, average natural gas prices strengthened during 2025, supported by strong demand, tightening supply and geopolitical uncertainty. 2025 2024 Average global oil, $/bbl WTI $ 65.39 $ 76.45 Brent $ 69.14 $ 80.52 Average North American Natural Gas, $/Mcf Henry Hub $ 3.52 $ 2.19 36 Table of Contents 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.
We are continuing to develop products to help oil and gas operators lower expenses, increase production, and reduce their emissions while also deploying our technologies in renewable energy applications.
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.
FET’s customers include oil and natural gas operators, land and offshore drilling contractors, oilfield service companies, pipeline and refinery operators, 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.
Consumable products are used by our customers in drilling, well construction and completion activities and at processing centers and refineries.
Segment operating income (loss) and segment operating margin percentage Segment operating income for the year ended December 31, 2024 was $35.7 million compared to $23.8 million for the year ended December 31, 2023. For the year ended December 31, 2024, segment operating margin percentage was 4.4% compared to 3.2% for the year ended December 31, 2023.
These decreases were partially offset by higher casing equipment sales. Segment operating income (loss) and segment operating margin percentage Segment operating income for the year ended December 31, 2025 was $19.1 million compared to $35.7 million for the year ended December 31, 2024.
Goodwill acquired in connection with business combinations represents the excess of consideration over the fair value of net assets acquired. Certain assumptions and estimates are employed in evaluating the fair value of assets acquired and liabilities assumed.
Business combinations We account for business combinations using the acquisition method of accounting, and accordingly, the assets and liabilities of the acquired business are recorded at their fair values at the date of acquisition. Goodwill acquired in connection with business combinations represents the excess of consideration over the fair value of net assets acquired.
Refer to Note 17 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. A summary of the products and services offered by each segment is as follows: • Drilling and Completions .
FET operates in the following two reportable segments: (1) Drilling and Completions and (2) Artificial Lift and Downhole. Refer to Note 15 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 .
Our revenues, over the long-term, are highly correlated to the global drilling rig count, which decreased 4.3% in 2024 compared to average global rig count in 2023. The decrease was mainly driven by a decline in U.S. rig count of 12.8%.
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.
At October 1, 2024, we performed our annual impairment test and concluded that there had been no impairment because the estimated fair value exceeded its carrying value by approximately 20%. There are significant inherent uncertainties and management judgment in estimating the fair value of the reporting unit.
We determined our Downhole product line consists of a single reporting unit and, accordingly, goodwill acquired from the Variperm acquisition was allocated to that reporting unit. 42 Table of Contents At October 1, 2025, we performed our annual impairment test and concluded that there had been no impairment because the estimated fair value exceeded its carrying value by approximately 40%.
This decline can be attributed to anticipated increases in production by OPEC+, geopolitical uncertainty in Ukraine and the Middle East and slowing global oil demand growth. In the future, volatile macroeconomic conditions, including potential tariffs imposed by U.S. or foreign governments, could disrupt world energy markets and international supply chains.
Additionally, U.S. trade policy and global tariff responses created significant macroeconomic uncertainty across the industry. In the future, volatile macroeconomic conditions, including changing tariffs imposed by U.S. or foreign governments, could disrupt world energy markets and international supply chains.
Goodwill is reviewed for impairment by comparing the carrying value of the reporting unit’s net assets, including allocated goodwill, to the estimated fair value of the reporting unit. We determine the fair value of the reporting unit using a combination of a discounted cash flows approach and a guideline public company method.
Goodwill An assessment for impairment is performed annually or when there is an indication an impairment may have occurred. Goodwill is reviewed for impairment by comparing the carrying value of the reporting unit’s net assets, including allocated goodwill, to the estimated fair value of the reporting unit.
To finalize purchase accounting for significant acquisitions, we utilize the services of independent valuation specialists to assist in the determination of the fair value of acquired intangible assets. Goodwill An assessment for impairment is performed annually or when there is an indication an impairment may have occurred.
The most significant assumptions requiring judgment involve identifying and estimating the fair value of intangible assets and the associated useful lives for establishing amortization periods. To finalize purchase accounting for significant acquisitions, we utilize the services of independent valuation specialists to assist in the determination of the fair value of acquired intangible assets.
In December 2024, our board of directors approved a program for the repurchase of outstanding shares of our common stock with an aggregate purchase amount of up to $75.0 million.
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 December 31, 2025, we repurchased approximately 1.7 million shares of our common stock for aggregate consideration of $41.9 million.
Overview We are a global manufacturing company serving the oil, natural gas, industrial and renewable energy industries. With headquarters in Houston, Texas, FET provides value added solutions aimed at improving the safety, efficiency, and environmental impact of our customers’ operations. Our highly engineered products include capital equipment and consumable products.
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.
Although near-term events may present challenges, we expect that the world’s long-term energy demand will continue to rise and 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.
Although near-term events may present challenges, we expect that global population growth and oil and gas production declines will continue to support long-term energy demand, which may outpace global supply. The table below shows average crude oil and natural gas prices for West Texas Intermediate (“WTI”), Brent, and Henry Hub.
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We also expect hydrocarbons will continue to play a vital role in meeting the world’s long-term energy needs while renewable energy sources develop to scale. As such, we remain focused on serving our customers in both oil and natural gas as well as renewable energy applications.
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Average oil prices declined over the course of the year, with Brent crude averaging approximately $63 per barrel in December after declining throughout the second half of the year. This downward trend was driven by global crude oil supply exceeding demand, a result of both sluggish global economic growth and the accelerated unwinding of OPEC+ production cuts.
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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.
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In the third quarter of 2025, Baker Hughes implemented a revised methodology for counting rigs, primarily affecting data pertaining to Saudi Arabia.
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In the U.S., publicly owned exploration and production companies are expected to continue to exercise disciplined capital spending while privately owned exploration and production companies fluctuate their activity in response to changes in oil and natural gas prices.
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Consequently, international rig counts reported for the prior period have been adjusted accordingly and may now vary from figures presented in previous disclosures. 2025 2024 Active Rigs by Location United States 561 599 Canada 177 187 International 1,080 1,162 Global Active Rigs 1,818 1,948 Land vs. Offshore Rigs Land 1,566 1,647 Offshore 252 301 Global Active Rigs 1,818 1,948 U.S.
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The overall increase in revenue is primarily related to the revenue contributed from the acquired Variperm business, increased revenues in the Subsea product line and increased downhole equipment sales, partially offset by the decline in drilling and completions capital products sales in 2024 compared to 2023.
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The overall decrease in revenue was primarily related to challenging market conditions, including a notable reduction in global drilling and completions activity, as well as tariff impacts in our Valve Solutions product line. These pressures were partially offset by higher revenue recognized from ROVs projects and increased coiled line pipe sales.
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This decrease includes a $25.3 million, or 15.0%, decrease from the Drilling product line, a $13.4 million, or 8.5%, decrease from Stimulation and Intervention product line and a $2.8 million, or 2.6%, decrease from Coiled Tubing product line, primarily the result of declining U.S. drilling and completions activity.
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This increase was driven by higher revenue recognized from ROVs projects and increased coiled line pipe sales due to growing U.S. demand and a large offshore project. These favorable factors were partially offset by lower global drilling and completions activity.
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These decreases were partially offset by a $9.6 million, or 14.1%, increase in our Subsea product line due to higher project revenue recognized from ROVs. Artificial Lift and Downhole segment — Revenue was $345.7 million for the year ended December 31, 2024, an increase of $109.4 million, or 46.3%, compared to the year ended December 31, 2023.
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Artificial Lift and Downhole segment — Revenue was $314.8 million for the year ended December 31, 2025, a decrease of $30.9 million, or 8.9%, compared to the year ended December 31, 2024. The decline in revenue was driven by lower sand control sales and tariff-related impacts on valve products sales volumes.
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Revenue for our Downhole product line increased by $117.0 million, or 129.3%, primarily due to revenue contributed from the acquired Variperm business and an increase in downhole equipment sales. This increase was partially offset by a $5.7 million, or 7.0%, decrease in surface production equipment and a $1.9 million, or 2.9%, decrease in sales of our valve products.
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The $4.9 million decrease in segment operating results was primarily due to inventory write-downs, asset impairments and other costs, net of recoveries, of $20.2 million related to the Company’s strategic decision to consolidate facilities and discontinue certain products. This decrease was partially offset by a reduction in amortization expense following intangible asset impairments recognized in the fourth quarter of 2024.
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Corporate costs include, among other items, payroll related costs for management, administration, finance, legal, and human resources personnel; professional fees for legal, accounting and related services; and marketing costs. Other items not included in segment operating income (loss) Several items are not included in segment operating income (loss), but are included in the total operating income (loss).
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Other items not included in segment operating income (loss) 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.
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Other income and expense Other income and expense includes interest expense, foreign exchange gains (losses) and other, and loss on extinguishment of debt. 39 Table of Contents We incurred $31.5 million of interest expense during the year ended December 31, 2024, an increase of $13.2 million compared to the year ended December 31, 2023 due to the increased borrowings under our revolving Credit Facility and borrowings under the Seller Term Loan entered into in connection with the Variperm Acquisition.
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We incurred $18.3 million of interest expense during the year ended December 31, 2025, a decrease of $13.2 million compared to the year ended December 31, 2024 due to the decreased borrowings. See Note 7 Debt for further details related to debt.
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See Note 8 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.

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