Forum Energy Technologies (FET) ends unused ESPP share registrations

Rhea-AI Filing Summary

Forum Energy Technologies, Inc. has filed a post-effective amendment to two existing Form S-8 registration statements to terminate all offerings under its employee stock purchase plan registrations. The company is deregistering any shares of common stock that were previously registered but remain unsold or unissued under a 2013 Form S-8 that had registered 605,000 shares and a 2017 Form S-8 that had registered an additional 900,000 shares for the plan.

As filed with the Securities and Exchange Commission on August 22, 2025

Registration No. 333-188915

Registration No. 333-218789

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1 TO

Form S-8 Registration Statement Nos. 333-188915 and 333-218789

UNDER THE SECURITIES ACT OF 1933

FORUM ENERGY TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Delaware (State or Other Jurisdiction
of Incorporation or Organization) 61-1488595
(IRS Employer
Identification No.)

10344 Sam Houston Park Drive, Suite 300

Houston, Texas 77064

(Address of Principal Executive Offices, Zip Code)

Forum Energy Technologies, Inc.

Amended and Restated Employee Stock Purchase Plan
(Full title of the Plan)

John C. Ivascu

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

Forum Energy Technologies, Inc.

10344 Sam Houston Park Drive, Suite 300

Houston, Texas 77064

(281) 949-2500

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Krista Hanvey

Gibson, Dunn & Crutcher LLP

2001 Ross Avenue, Suite 2100

Dallas, Texas 75201 (214) 698-3100

______________________________________________

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

Large accelerated filer

☐

Accelerated filer

☑

Non-accelerated filer

☐

Smaller reporting company

☑

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

TERMINATION OF REGISTRATIONS

Forum Energy Technologies, Inc., a Delaware corporation (the “Registrant”), is filing this Post-Effective Amendment No. 1 (the “Amendment”) to the below Registration Statements on Form S-8 (the “Prior Registration Statements”) filed with the U.S. Securities and Exchange Commission (the “SEC”) in order to terminate all offerings under the Prior Registration Statements and to deregister any and all shares of the Registrant’s Common Stock, par value $0.01 per share (“Common Stock”), previously registered that remain unsold or unissued thereunder as of the date hereof:

•Registration Statement on Form S-8 (No. 333-188915), filed with the SEC on May 29, 2013, registering 605,000 shares of Common Stock issuable by the Registrant under the Forum Energy Technologies, Inc. Employee Stock Purchase Plan; and

•Registration Statement on Form S-8 (No. 333-218789), filed with the SEC on June 16, 2017, registering an additional 900,000 shares of Common Stock issuable by the Registrant under the Amended and Restated Forum Energy Technologies, Inc. Employee Stock Purchase Plan.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant has duly caused this Post-Effective Amendment No. 1 to the Prior Registration Statements to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Houston, State of Texas, on this 22nd day of August, 2025.

FORUM ENERGY TECHNOLOGIES, INC.
By:			/s/ John C. Ivascu
Name:			John C. Ivascu
Title:			Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

Pursuant to Rule 478 of the Securities Act of 1933, as amended, no other person is required to sign Post-Effective Amendment No. 1 to the Prior Registration Statements.

FAQ

What action is Forum Energy Technologies (FET) taking in this Form S-8 post-effective amendment?

Forum Energy Technologies, Inc. is filing a post-effective amendment to terminate all offerings under two prior Form S-8 registration statements and to deregister any shares of common stock that were previously registered and remain unsold or unissued under those statements.

Which Forum Energy Technologies employee stock plans are affected by this amendment?

The amendment affects registrations related to the Forum Energy Technologies, Inc. Employee Stock Purchase Plan and the Amended and Restated Forum Energy Technologies, Inc. Employee Stock Purchase Plan, which were covered by Form S-8 registration statements filed in 2013 and 2017.

How many Forum Energy Technologies shares were originally registered under the affected S-8 filings?

The 2013 Form S-8 registration statement covered 605,000 shares of common stock issuable under the Employee Stock Purchase Plan, and the 2017 Form S-8 registration statement covered an additional 900,000 shares of common stock issuable under the Amended and Restated Employee Stock Purchase Plan.

What happens to the unsold Forum Energy Technologies shares under these S-8 registrations?

Any and all shares of Forum Energy Technologies, Inc. common stock that were previously registered under the two Form S-8 registration statements and remain unsold or unissued as of the date of the amendment are being deregistered.

Who signed the Forum Energy Technologies post-effective amendment to the S-8 registrations?

The post-effective amendment was signed on behalf of Forum Energy Technologies, Inc. by John C. Ivascu, who serves as Executive Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary.

Under what SEC rule was only one signature required for this Forum Energy Technologies amendment?

The document states that under Rule 478 of the Securities Act of 1933, no other person is required to sign Post-Effective Amendment No. 1 to the prior Form S-8 registration statements.