UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 21, 2025

FARO TECHNOLOGIES, INC.

(Exact name of registrant as specified in its charter)

Florida

0-23081

59-3157093

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

125 Technology Park, Lake Mary, Florida 32746

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (407) 333-9911

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $.001	FARO	Nasdaq Global Select Market LLC

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

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Explanatory Note

FARO Technologies, Inc. (the “Company”) filed a Current Report on Form 8-K on July 21, 2025 (the “Original Form 8-K”) reporting, under Item 1.01, that the Company and U.S. Bank Trust Company, National Association, as trustee, entered into a First Supplemental Indenture, dated as of July 21, 2025 (the “Supplemental Indenture”). The Supplemental Indenture filed as Exhibit 4.2 to the Original Form 8-K contained a typographical error with respect to the amount of cash Holders have the right to receive per $1,000 principal amount of Notes held (as such terms are defined in the Supplemental Indenture). A corrected copy of the Supplemental Indenture is filed hereto as Exhibit 4.1. Other than the corrected Supplemental Indenture filed as Exhibit 4.1 hereto, no other disclosure in the Original Form 8-K is amended by this Form 8-K/A.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits:

EXHIBIT INDEX


4.1		First Supplemental Indenture, dated as of July 21, 2025, between FARO Technologies, Inc. and U.S. Bank Trust Company, National Association.

104		Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

SIGNATURES

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


	FARO Technologies, Inc.

July 24, 2025	/s/ Matthew Horwath
	By:	Matthew Horwath
	Its:	Chief Financial Officer
		(Duly Authorized Officer and Principal Financial Officer)

FARO TECHNOLOGIES INC 8-K/A