On December 5, 2016, Forum Energy Technologies, Inc. (the
Company) entered into an underwriting agreement (the Underwriting Agreement) by and among the Company, the selling stockholders named on Schedule 2 thereto (the Selling Stockholders) and Goldman, Sachs & Co.
and Wells Fargo Securities, LLC (the Underwriters), relating to the sale (the Offering) by the Company and the Selling Stockholders to the Underwriters of an aggregate of 7,000,000 shares of the Companys common stock,
par value $0.01 per share (the Common Stock), 3,500,000 shares of Common Stock of which were offered by the Company and 3,500,000 shares of Common Stock of which were offered by the Selling Stockholders, at a price to the public of
$21.50 per share. Pursuant to the Underwriting Agreement, the Underwriters were granted an option (the Underwriters Option) for a period of 30 days to purchase from the Company and certain of the Selling Stockholders up to an
additional 1,050,000 shares of Common Stock in the aggregate, 525,000 shares of Common Stock of which were offered by the Company and 525,000 shares of Common Stock of which were offered by such Selling Stockholders, at the same price per share, to
cover over-allotments, if any. On December 6, 2016, the Underwriters exercised the Underwriters Option in full.
The material
terms of the Offering are described in the prospectus supplement dated December 5, 2016 (the Prospectus Supplement) and base prospectus dated August 23, 2016 as filed by the Company with the Securities and Exchange Commission (the
SEC) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the Securities Act) on December 7, 2016. The Offering is registered with the SEC pursuant to an effective registration statement on Form S-3
(File No. 333-213266) filed by the Company under the Securities Act with the SEC on August 23, 2016.
In the Underwriting Agreement, the
Company and the Selling Stockholders each agreed to indemnify the Underwriters against certain liabilities, including liabilities under the Securities Act, and to contribute to payments the Underwriters may be required to make because of any of
those liabilities.
The Offering is expected to close on December 8, 2016, subject to customary closing conditions. The Company
expects to receive proceeds (net of underwriting discounts and estimated offering expenses) from the Offering of approximately $84.9 million. As described in the Prospectus Supplement, the Company intends to use the net proceeds from the Offering
for acquisitions and general corporate purposes. The Company will not receive any of the proceeds received by the Selling Stockholders. Upon completion of the Offering, the Selling Stockholders will own approximately 25.4% of the
Companys outstanding common stock.
The foregoing description of the Underwriting Agreement is qualified in its entirety by
reference to the full text of the Underwriting Agreement, which is filed as Exhibit 1.1 hereto.