TechnipFMC plc

NOTE 14. DEBT

Overview

Debt consisted of the following:

Debt maturities as of December 31, 2025, are as follows:

Credit Facilities and Debt

Revolving Credit Facility- On February 16, 2021, we entered into a credit agreement (as amended from time to time, the “Credit Agreement”), which provided for a $1.0 billion three-year senior secured multi-currency revolving credit facility including a $450.0 million letter of credit sub-facility (the “Revolving Credit Facility”). We incurred $34.8 million of debt issuance costs in connection with the Revolving Credit Facility. These debt issuance costs are deferred and are included in other assets in our consolidated balance sheets. The deferred debt issuance costs are amortized to interest expense over the term of the Revolving Credit Facility.

On April 24, 2023, we entered into a fifth amendment (the “Amendment No. 5”) to the Credit Agreement, which increased the commitments available to the Company to$1.25 billion and extended the term tofive years fromthe date of the Amendment No. 5. The Credit Agreement also provides for a$250.0 million letter of credit sub-facility. We incurred $16.7 million of debt issuance costs in connection with the Amendment No. 5. These debt issuance costs are deferred and are included in other assets in our consolidated balance sheets. The deferred debt issuance costs are amortized to interest expense over the term of the Credit Agreement.

On June 23, 2025, we entered into a sixth amendment (“Amendment No. 6”) to the Credit Agreement, which amended or removed certain representations and warranties to allow the Credit Agreement to serve as a liquidity backstop for commercial paper and certain funds transactions.

Availability of borrowings under the Credit Agreement is reduced by the outstanding commercial paper and letters of credit issued against the facility. As of December 31, 2025, there wereno letters of credit or commercial paper outstanding, and our availability under the Credit Agreement was $1.25 billion.

Borrowings under the Credit Agreement bear interest at the following rates, plus an applicable margin, depending on currency:

•U.S. dollar-denominated loans bear interest, at the Company’s option, at a base rate or an adjusted rate linked to the Secured Overnight Financing Rate (“Adjusted Term SOFR”).

•British pound-denominated loans bear interest on an adjusted rate linked to the Sterling Overnight Index Average Rate (“SONIA”).

•Euro-denominated loans bear interest on an adjusted rate linked to the Euro interbank offered rate.

After Moody’s upgrade to 'Baa2', the rate for Term Benchmark (as defined in the Credit Agreement) loans is 1.25% and the rate for base rate loan is 0.25% effective from September 5, 2025. The Credit Agreement is subject to customary representations and warranties, covenants, events of default, mandatory repayment provisions and financial covenants.

Commercial Paper- On June 23, 2025, we entered into commercial paper dealer agreements (each a “Dealer Agreement”) withtwo dealers (each, a “Dealer” and, collectively, the “Dealers”) for our $1.0 billion commercial paper program (the “Program”). Under the Program, we may issue unsecured commercial paper notes (the “Notes”) pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). Amounts available under the Program may be borrowed, repaid and re‑borrowed from time to time, with the aggregate principal amount of Notes outstanding under the Program at any time not to exceed $1.0 billion. The Notes have maturities of up to 364 days from date of issuance and rank at least pari passu with our other unsecured and unsubordinated indebtedness. Our available capacity under our Revolving Credit Facility is reduced by any outstanding commercial paper issued against the facility.

Letter of Credit Facility -On April 24, 2023, the Company entered into a$500 million five-year senior secured performance letters of credit facility (the “Performance LC Credit Agreement”). The commitments under the Performance LC Credit Agreement may be increased to$1.0 billion, subject to the satisfaction of certain customary conditions precedent. The Performance LC Credit Agreement permits the Company and its subsidiaries to have access to performance letters of credit denominated in a variety of currencies to support the contracting activities with counterparties that require or request a performance or similar guarantee. It contains substantially the same customary representations and warranties, covenants, events of default, mandatory repayment provisions, and financial covenants as the Credit Agreement and benefits from the same guarantees and security as the Credit Agreement on a pari passu basis.

On March 7, 2024, S&P Global Ratings (“S&P”) upgraded TechnipFMC to investment grade, raising its rating to ‘BBB-’ from ‘BB+’ for both the issuer credit as well as the issue-level ratings on the Company’s senior unsecured notes. On June 27, 2024, Fitch Ratings (“Fitch”) assigned a first-time investment grade long-term issuer default rating of ’BBB-’ for TechnipFMC. As a result of the S&P and Fitch investment grade ratings and the satisfaction of certain other conditions precedent, the Investment Grade Debt Rating (as defined in the Credit Agreement) has occurred and the collateral securing the Credit Agreement and the Performance LC Credit Agreement was released and certain negative covenants no longer apply to the Company. On September 5, 2025, Moody’s upgraded TechnipFMC to ‘Baa2’ from ‘Baa3’, while revising the outlook to stable for the issuer-level rating.

2021 Notes - On January 29, 2021, we issued $1.0 billion of 6.50% senior notes due 2026 (the “2021 Notes”). On August 22, 2025, we prepaid the remaining principal amount of the 2021 Notes, plus accrued interest. The prepayment was made at par, in accordance with the terms of the indenture governing the 2021 Notes, which allowed for repayment without penalty beginning February 1, 2025. The 2021 Notes were senior unsecured obligations and were guaranteed on a senior unsecured basis by substantially all of our wholly owned U.S. subsidiaries and non-U.S. subsidiaries in Brazil, Netherlands, Norway, Singapore, and the United Kingdom.

As of December 31, 2025, TechnipFMC was in compliance with all debt covenants.

Private Placement Notes

2020 Issuance:

During 2020, we completed the private placement of €200 million aggregate principal amount of 5.75% senior notes (the “2020 Private Placement Notes”). In June 2025, we repaid the 2020 Private placement notes in full at maturity.

2013 Issuances:

In October 2013, we completed the private placement of €355.0 million aggregate principal amount of senior notes. The notes were issued inthree tranches with €100.0 million bearing interest at 3.75% and due October 2033 (the “Tranche A 2033 Notes”), €130.0 million bearing interest of 3.15% which matured during October 2023 (the “Tranche B 2023 Notes), and €125.0 million bearing interest of 3.15% which also matured during October 2023 (the “Tranche C 2023 Notes” and, collectively with the “Tranche A 2033 Notes” and the “Tranche B 2023 Notes,” the “2013 Private Placement Notes”). Interest on the Tranche A 2033 Notes is payable annually in arrears on October 7 each year, beginning October 7, 2014. During 2023, we repaid the outstanding $270.2 million of our 3.15% “Tranche B & C 2023 Notes.” The outstanding balance on the 3.75% “Tranche A 2033 Notes” at December 31, 2025, was $117.3 million.

2012 Issuances:

In June 2012, we completed the private placement of €325.0 million aggregate principal amount of notes. The notes were issued inthree tranches with €150.0 million bearing interest at 3.40% which matured in June 2022 (the “Tranche A 2022 Notes”), €75.0 million bearing interest of 4.0% and due June 2027 (the “Tranche B 2027 Notes”), and €100.0 million bearing interest of 4.0% and due June 2032 (the “Tranche C 2032 Notes” and, collectively with the “Tranche A 2022 Notes” and the “Tranche B 2027 Notes,” the “2012 Private Placement Notes”). Interest on the Tranche C 2032 Notes is payable annually in arrears on June 14 of each year beginning on June 14, 2013. Interest on the Tranche B 2027 Notes is payable annually in arrears on June 15 of each year, beginning on June 15, 2013. During 2022, we repaid the outstanding $161.0 million of our 3.40% June 2022 “Tranche A 2022 Notes.”

The remaining 2013 and 2012 Private Placement Notes contain usual and customary covenants and events of default for notes of this type. In the event of a change of control resulting in a downgrade in the rating of the notes below BBB-, the remaining 2013 and 2012 Private Placement Notes may be redeemed early at the request of any bondholder, at its sole discretion. The remaining 2013 and 2012 Private Placement Notes are our unsecured obligations. The remaining 2013 and 2012 Private Placement Notes rank equally in right of payment with all of our existing and future unsubordinated debt.

Term loan -In December 2016, we entered into a £160.0 million term loan agreement to finance the Deep Explorer, a diving support vessel (“DSV”), maturing in December 2028. Under the loan agreement, interest accrues at an annual rate of 2.813%. This loan agreement contains usual and customary covenants and events of default for loans of this type. The outstanding balance as of December 31, 2025, was $53.7 million.

Bank borrowings - In January 2019, we executed a sale-leaseback transaction to finance the purchase of a deepwater dive support vessel, Deep Discoverer (the “Vessel”) for the full transaction price of $116.8 million. The sale-leaseback agreement (“Charter”) was entered into with a French joint-stock company, owned by Credit Industrial et Commercial (“CIC”) which was formed for the sole purpose to purchase and act as the lessor of the Vessel. It is a variable interest entity, which is fully consolidated in our consolidated financial statements. The transaction was funded through debt of $96.2 million and will expire on January 8, 2031. The outstanding balance as of December 31, 2025, was $49.0 million.

Foreign committed credit -We have committed credit lines at many of our international subsidiaries for immaterial amounts. We utilize these facilities for asset financing and to provide a more efficient daily source of liquidity. The effective interest rates depend upon the local national market.

NOTE 15. STOCKHOLDERS’ EQUITY

On July 26, 2023, the Company announced that its Board of Directors authorized the initiation of a quarterly cash dividend of $0.05 per share and represents $0.20 per share on an annualized basis. The cash dividends paid during the years ended December 31, 2025, 2024 and 2023 were $82.3 million, $85.9 million and $43.5 million, respectively.

As an English public limited company, we are required under U.K. law to have available “distributable reserves” to conduct share repurchases or pay dividends to shareholders. Distributable reserves are a statutory requirement and are not linked to a GAAP reported amount (e.g., retained earnings). The declaration and payment of dividends require the authorization of our Board of Directors, provided that such dividends on issued share capital may be paid only out of our “distributable reserves” on our statutory balance sheet. Therefore, we are not permitted to pay dividends out of share capital, which includes share premium.

The following is a summary of our capital stock activity for the years ended December 31, 2025, 2024, and 2023:

On October 22, 2025 the Board of Directors authorized additional share repurchases of up to $2.0 billion, which increased the Company’s total share repurchase authorization to $3.8 billion of our outstanding ordinary shares under our share repurchase program. Pursuant to this share repurchase program, we repurchased $918.3 million, $400.1 million and $205.1 million of ordinary shares during the years ended December 31, 2025, 2024 and 2023.

Based on the remaining repurchase authority of $2.2 billion and the closing stock price as of December 31, 2025, approximately 48.8 million ordinary shares could be subject to repurchase. Since the initial share repurchase authorization in July 2022, we have purchased an aggregate amount of $1.6 billion of ordinary shares through December 31, 2025. All repurchased shares were immediately cancelled.

Accumulated other comprehensive income (loss)consisted of the following:

Reclassifications out of accumulated other comprehensive loss consisted of the following:

(a) These accumulated other comprehensive income components are included in the computation of net periodic pension cost (See Note 20 for further details).

NOTE 16. SHARE-BASED COMPENSATION

On April 28, 2022, we adopted the TechnipFMC plc 2022 Incentive Award Plan (the “Plan”). Under the Plan,8.9 million ordinary shares were authorized for awards, and the remaining available shares from the previous plan were added to the authorized amount under the Plan.

The exercise price for options is determined by the Committee but cannot be less than the fair market value of our ordinary shares at the grant date. For restricted share units issued on or after January 1, 2023, the vesting schedule of restricted share unit grants changed from athree-year cliff to athree-year ratable schedule, with grants vesting in three equal installments over three years on the anniversary of the grant date. Performance share unit grants generally vest after three years of service.

Under the Plan, our Board of Directors has the authority to grant non-employee directors share options, restricted shares, restricted share units, and performance shares. Unless otherwise determined by our Board of Directors, awards to non-employee directors generally vestone year from the date of grant. All restricted share units awarded prior to 2020 will be settled when a non-executive director ceases services on the Board of Directors. Beginning with the 2020 equity award, non-executive directors have the opportunity to elect the year in which they will take receipt of the equity grants from either (a) a period ofone to 10 years from the grant date or (b) upon their separation from Board service. The elections are made prior to the beginning of the grant year and are irrevocable after December 31 of the year prior to grant. Restricted share units are settled when a director ceases services to the Board of Directors. As of December 31, 2025, outstanding awards to active and retired non-employee directors included 50.8 thousand of restricted share units.

The measurement of share-based compensation expense on restricted share awards is based on the market price and fair value at the grant date and the number of shares awarded. The fair value of performance shares is estimated using a combination of the closing stock price on the grant date and the Monte Carlo simulation model. We use the Black-Scholes options pricing model to measure the fair value of stock options.

The share-based compensation expense for each award is recognized ratably over the applicable service period, or, for awards subject to retirement-eligibility provisions, over the period beginning at the start of the service period and ending when an employee becomes eligible for retirement (currently age 62 under the Plan), after taking into account estimated forfeitures. For awards where the grant terms specify that retirement eligibility does not affect vesting, this retirement provision does not apply.

We recognize compensation expense and the corresponding tax benefits for awards under the Plan. The compensation expense under the Plan was as follows:

As of December 31, 2025, the portion of share-based compensation expense related to outstanding awards to be recognized in future periods is as follows:

Restricted Share Units

A summary of the non-vested restricted share units’ activity is as follows:

The weighted-average grant-date fair value of restricted stock share units granted during the years ended December 31, 2025, 2024, and 2023 was $29.25, $19.99 and $14.06, respectively.

Performance Share Units

Annually, the Board of Directors has granted certain employees and senior executives performance share units that vest subject to achieving satisfactory performance measures. The number of shares earned is determined at the end of each performance period based on the Company’s achievement of certain predefined targets as described in the underlying performance share unit agreement. In the event the Company exceeds the predefined target, shares for up to a maximum of 200% of the target award may be awarded. In the event the Company falls below the predefined target, a reduced number of shares may be awarded. If the Company falls below the threshold award performance level, no shares will be awarded. As of December 31, 2025,6.5 million performance share units were outstanding assuming the achievement of 100% of target. For performance share units issued on or after January 1, 2022, performance is based on results of return on invested capital (“ROIC”) (50%) and total shareholder return (“TSR”) (50%).

In 2025, the Board granted one-time PSU awards under the shareholder approved Value Creation Plan “VCP” to certain executives with overall payout capped at 3.6 million PSUs.

The PSU awards granted in 2025 under the VCP are subject to the achievement of two key criteria.

The Company must first achieve and maintain an ROIC target for afour-consecutive quarter period (a “Performance Period”). If the ROIC target is achieved, PSUs will be earned only if a 12-month volume weighted average share price (“VWAP”) exceeds $35.00 during the same four-consecutive quarter period in which the ROIC target is attained. If the ROIC targets are not achieved in any four-consecutive quarter period within the four-year period ending December 31, 2028, then the entire award will be forfeited.

As the performance-based vesting condition was not probable as of the reporting date, no compensation cost has been recognized. However, the Company performed a Monte Carlo simulation to estimate the theoretical fair-value should the performance conditions be satisfied. The Monte Carlo simulation incorporated standard valuation inputs; expected volatility of 44.86%, risk free interest rate of 3.77% and an expected performance period of 3.69 years.

For the performance share units which vest based on TSR, the fair value of performance shares is estimated using a combination of the closing stock price on the grant date and the Monte Carlo simulation model. The weighted-average fair value and the assumptions used to measure the fair value of performance share units subject to performance-adjusted vesting conditions in the Monte Carlo simulation model were as follows:

(a) The weighted-average fair value was based on performance share units granted during the period.

(b) Expected volatility is based on normalized historical volatility of our shares over a preceding period commensurate with the expected term of the performance share units.

(c) The risk-free rate for the expected term of the performance share units is based on the U.S. Treasury yield curve in effect at the time of grant.

(d) For awards subject to service-based vesting, the expected term was estimated using a simplified method for all awards granted in 2025, 2024, and 2023.

A summary of the non-vested performance share units’ activity is as follows:

The weighted-average grant-date fair value of performance share units granted during the years ended December 31, 2025, 2024, and 2023 was $17.73, $24.39 and $17.86

Share Option Awards

The fair value of each share option award is estimated as of the date of grant using the Black-Scholes options pricing model.

Share options outstanding are time-based awards vesting over three years. There wereno share options granted in 2025, 2024 and 2023.

The following is a summary of share option transactions during the year ended December 31, 2025:

The aggregate intrinsic value of stock options outstanding and stock options exercisable as of December 31, 2025 and December 31, 2024 was $24.9 million and $9.1 million respectively.

Cash received from the share option exercises was $3.7 million, $32.2 million and $1.1 million during each of the years ended December 31, 2025, 2024, and 2023, respectively. The total intrinsic value of share options exercised during each of the years ended December 31, 2025, 2024, and 2023 was $0.9 million, $2.1 million and $0.3 million. To exercise share options, an employee may choose (1) to pay, either directly or by way of the group savings plan, the share option strike price to obtain shares, or (2) to sell the shares immediately after having exercised the share option (in this case, the employee does not pay the strike price but instead receives the intrinsic value of the share options in cash).

The following summarizes significant ranges of outstanding and exercisable share options as of December 31, 2025:

NOTE 17. SUPPLIER FINANCE PROGRAM OBLIGATIONS

We facilitate a supply chain finance program (“SCF”) that is administered by a third-party financial institution, which allows qualifying suppliers to sell their receivables from the Company to the SCF bank. These participating suppliers negotiate their outstanding receivable(s) directly with the SCF bank. We are not a party to those agreements and the terms of our payment obligations are not impacted by a supplier’s participation in the SCF. We agree to pay the SCF bank based on the original invoice amounts and maturity dates as consistent with our accounts payables.

All outstanding amounts related to suppliers participating in the SCF are recorded within accounts payable, trade in our consolidated balance sheets, and the associated payments are included in operating activities within our consolidated statements of cash flows. As of December 31, 2025 the amounts due to suppliers participating in the SCF were as follows:

NOTE 18. COMMITMENTS AND CONTINGENT LIABILITIES

Contingent liabilities associated with guarantees - In the ordinary course of business, we enter into standby letters of credit, performance bonds, surety bonds, and other guarantees with financial institutions for the benefit of our customers, vendors, and other parties. The majority of these financial instruments expire within five years. Management does not expect any of these financial instruments to result in losses that would have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

Guarantees made by our consolidated subsidiaries consisted of the following:

(a)Financial guarantees represent contracts that contingently require a guarantor to make payments to a guaranteed party based on changes in an underlying agreement that is related to an asset, a liability, or an equity security of the guaranteed party. These tend to be drawn down only if there is a failure by another entity to fulfill its financial obligations.

(b)Performance guarantees represent contracts that contingently require a guarantor to make payments to a guaranteed party based on another entity's failure to perform under a non-financial obligating agreement. Events that trigger payment are performance-related, such as failure to ship a product or provide a service.

We believe the ultimate resolution of our known contingencies will not materially adversely affect our consolidated financial position, results of operations, or cash flows.

Contingent liabilities associated with legal and tax matters - We are involved in various pending or potential legal and tax actions or disputes in the ordinary course of our business. These actions and disputes can involve our agents, suppliers, clients, and venture partners, and can include claims related to payment of fees, service quality, and ownership arrangements, including certain put or call options. We are unable to predict the ultimate outcome of these actions because of their inherent uncertainty. However, we believe that the most probable, ultimate resolution of these matters will not have a material adverse effect on our consolidated financial position, results of operations, or cash flows.

The Company has resolved an anti-corruption investigation by French authorities (the Parquet National Financier (“PNF”)). On June 22, 2023, the Company, through its subsidiary Technip UK Limited, along with Technip Energies SAS, a subsidiary of Technip Energies NV, reached a resolution with the PNF of all outstanding matters, including its investigations into historical projects in Equatorial Guinea, Ghana, and Angola. The resolution took the form of a convention judiciaire d'interet public (“CJIP”), which does not involve any admission of liability or guilt.

Under the terms of the CJIP, Technip UK and Technip Energies France were required to pay a public interest fine of €154.8 million and €54.1 million, respectively, for a total of €208.9 million. Under the companies’ separation agreements, TechnipFMC was responsible for €179.45 million to be paid in installments through July 2024, and Technip Energies was responsible for the remaining €29.45 million. During the three months ended June 30, 2023, we recorded an incremental liability of $126.5 million. We haveno further outstanding balance after making the final scheduled installment payment during 2024.

TechnipFMC fully cooperated with the PNF and was not required to retain a monitor. The CJIP received final approval by the President of the Tribunal Judiciaire of Paris at a hearing on June 28, 2023.

All obligations to PNF related to the enforcement matters in Equatorial Guinea, Ghana, and Angola have been completed and the Company has been unconditionally released by PNF.

Contingent liabilities associated with liquidated damages - Some of our contracts contain provisions that require us to pay liquidated damages if we are responsible for the failure to meet specified contractual milestone dates and the applicable customer asserts a conforming claim under these provisions. These contracts define the conditions under which our customers may make claims against us for liquidated damages. Based upon the evaluation of our performance and other commercial and legal analysis, management believes we have appropriately recognized probable liquidated damages as of December 31, 2025 and 2024, and that the ultimate resolution of such matters will not materially affect our consolidated financial position, results of operations, or cash flows.

NOTE 19. INCOME TAXES

Components of income before income taxes -U.S. and outside U.S. components of income before income taxes were as follows:

Provision for income tax -The provision for income taxes consisted of:

Deferred tax assets and liabilities -Significant components of deferred tax assets and liabilities were as follows:

Valuation Allowance. As of December 31, 2025 and 2024, we had a valuation allowance balance of $745.8 million and $754.4 million, respectively. The decrease is mainly due to a release of $142.8 million in 2025, partially offset by an increase of $134.2 million in deferred tax assets that we currently do not have sufficient positive evidence to recognize a benefit. The release of the valuation allowance was influenced by our strengthened financial performance, clarified tax positions, and increased confidence in the realizability of our deferred tax assets.

As of December 31, 2024, we recorded a $194.9 million release of valuation allowance and established an allowance of $63.9 million. This resulted in $23.2 million of income tax expense and $40.7 million recognized in other comprehensive loss.

Non-deductible interest. As of December 31, 2025, deferred tax assets include tax benefits associated with restricted interest, which are scheduled to expire during the period from 2026 to 2035. A valuation allowance has been established for the portion of deferred tax assets that is considered more likely than not to expire prior to utilization.

Foreign tax credit carryforwards. As of December 31, 2025, deferred tax assets include U.S. foreign tax credit carryforwards of $66.2 million, which are subject to expiration between 2028 and 2035, contingent upon their utilization. Based on future forecasts of operating results and taxable income, management believes it is more likely than not that the majority of credits will be utilized prior to expiration.

Net operating loss carryforwards. At December 31, 2025, we had $273.7 million of tax-effected net operating loss carryforwards, with approximately $60.2 million estimated to be utilized against our unrecognized tax benefits. The ultimate realization of these deferred tax assets depends on our ability to generate sufficient taxable income in the appropriate taxing jurisdiction. Our deferred tax assets from net operating losses will expire as follows:

Unrecognized tax benefits -The following table presents a summary of changes in our unrecognized tax benefits:

The balances reported for uncertain tax benefits represent amounts where the company is unsure whether its tax treatment will be sustained upon examination by tax authorities. However, these reported balances do not include the interest and penalties that may accrue as a result of these uncertain benefits. For the years ended December 31, 2025, 2024, and 2023, the company has separately accrued interest and penalties of $13.8 million, $14.4 million, and $2.8 million, respectively.

Interest and penalties associated with these uncertain tax benefits are recognized as a component of income tax expense in our consolidated statements of income. As of December 31, 2025, the Company has recorded a benefit of $(0.6) million for interest and penalties. The benefit is due to reversal of prior year accruals as a result of statute of limitations. As of December 31, 2024 and 2023, the company has an increase accrual for interest and penalties of $11.6 million and $1.7 million, respectively.

The aggregate of principal, interest, and penalties is presented within Other liabilities or offset against the deferred tax balance, depending on the expected manner of settlement. At December 31, 2025, the total unrecognized tax benefits, net of any available net operating loss carryforwards, amounted to $80.9 million. If these unrecognized tax benefits are ultimately realized in the Company’s favor, they would have a favorable impact on the effective tax rate and result in the recognition of additional tax benefits in the consolidated statements of income.

We operate in numerous jurisdictions around the world and could be subject to multiple tax audits at any given time. The Company has significant operations in the United States, United Kingdom, Brazil, France, Norway, Portugal, Malaysia and many other jurisdictions. Tax years that remain subject to examination by major tax jurisdictions vary by legal entity, but are generally open in the U.S. for tax years after 2022 and outside the U.S. for tax years ending after 2014.

TechnipFMC plc is a public limited company incorporated under the laws of England and Wales. Therefore, our earnings are subject to the United Kingdom statutory rate which is 25.0%.

Effective income tax rate reconciliation -The effective income tax rate was different from the statutory United Kingdom income tax rate due to the following:

(a)Includes other foreign jurisdictions that do not exceed the reporting threshold at the jurisdiction level in total or for individual reconciling items of the same nature within each jurisdiction.

Income taxes paid (net of refunds received)- was as follows:

Income tax holidays. We did not benefit from income tax holidays in 2025.

NOTE 20. PENSION AND OTHER POST-RETIREMENT BENEFIT PLANS

We have funded and unfunded defined benefit pension plans, which provide defined benefits based on years of service and final average salary.

On December 31, 2017, we amended the U.S. retirement plans (the “Plans”) to freeze benefit accruals for all participants of the Plans as of December 31, 2017. After that date, participants in the Plans will no longer accrue any further benefits and participants’ benefits under the Plans will be determined based on credited service and eligible earnings as of December 31, 2017.

Foreign-based employees are eligible to participate in TechnipFMC-sponsored or government-sponsored benefit plans to which we contribute. Several of the foreign defined benefit pension plans sponsored by us provide for employee contributions; the remaining plans are noncontributory. The most significant of these plans are in France, and the United Kingdom.

During 2024, two of the U.K. pension plans entered into buy-in contracts for all their members. Under the buy-in contract terms, the responsibility to pay pension benefits still rests with the plans and the obligation is still recorded by the Company. We have elected to continue to measure the pension obligation using our traditional discount rate and mortality assumptions.

We have other post-retirement benefit plans covering substantially all of our U.S. unionized employees. The post-retirement health care plans are contributory; the post-retirement life insurance plans are noncontributory.

We are required to recognize the funded status of defined benefit post-retirement plans as an asset or liability in the consolidated balance sheet and recognize changes in that funded status in comprehensive income (loss) in the year in which the changes occur. Further, we are required to measure the plan’s assets and its obligations that determine its funded status as of the date of the consolidated balance sheet. We have applied this guidance to our domestic pension and other post-retirement benefit plans as well as for many of our non-U.S. plans, including those in the United Kingdom and France. Pension expense measured in compliance with GAAP for the other non-U.S. pension plans is not materially different from the locally reported pension expense.

We also continue to monitor pension legal requirements that are applicable to our business. For instance, in July 2024, the U.K. Court of Appeal upheld a ruling of the U.K. High Court in Virgin Media Ltd v. NTL Pension Trustees II Ltd case, a matter that we were not a party to or involved in. The court ruled that certain historical amendments purportedly made to Virgin Media’s U.K. defined benefit plan were legally invalid because they had not been accompanied by necessary actuarial confirmation.

Following this ruling, the U.K. Government has introduced draft legislation to address the relevant issues arising from the judgment. This legislation is currently progressing through the U.K. Parliament. Subject to certain statutory conditions and exclusions, the proposed legislation is expected to allow affected pension plans to retrospectively obtain written actuarial confirmation that historic benefit changes complied with the necessary statutory requirements. We are currently monitoring legislation progress, further guidance, and legal challenges to assess any potential implications for our U.K. pension plans.

The funded status of our U.S. pension plans, international pension plans and U.S. post-retirement health care and life insurance benefit plans, together with the associated balances recognized in our consolidated balance sheets as of December 31, 2025 and 2024, were as follows:

(a)Actuarial gains for our U.S. and international pension plans in 2024 primarily reflect increases in discount rates from December 31, 2023 to December 31, 2024.

The following table summarizes the pre-tax amounts in accumulated other comprehensive (income) loss as of December 31, 2025 and 2024 that have not been recognized as components of net periodic benefit cost:

The following tables summarize the projected and accumulated benefit obligations and fair values of plan assets where the projected or accumulated benefit obligation exceeds the fair value of plan assets as of December 31, 2025 and 2024:

The following table summarizes the components of net periodic benefit cost for the years ended December 31, 2025, 2024, and 2023:

The following table summarizes changes in plan assets and benefit obligations recognized in other comprehensive income (loss) for the years ended December 31, 2025, 2024, and 2023:

Key assumptions -The following weighted-average assumptions were used to determine the benefit obligations:

The following weighted-average assumptions were used to determine net periodic benefit cost:

Our estimate of expected rate of return on plan assets is based on the historical performance of plan assets, current market conditions, our asset allocation, and long-term growth expectations.

Plan assets -We actively monitor how the duration, and the expected yield of the investments are matching the expected cash outflows arising from the pension obligations. We have not changed the processes used to manage its risks from previous periods. Investments are well diversified, such that the failure of any single investment would not have a material impact on the overall level of assets. Our pension investment strategy emphasizes maximizing returns consistent with balancing risk. Excluding our international plans with insurance-based investments,67.1% of our total pension plan assets are primarily represented by the U.S. qualified plan. These plans are primarily invested in hedge funds and collective trusts to maximize the long-term returns of the plans. The investment managers of these assets use Graham and Dodd fundamental investment analysis to select securities that have a margin of safety between the price of the security and the estimated value of the security. This value-oriented approach tends to mitigate the risk of a large equity allocation.

The following is a description of the valuation methodologies used for the pension plan assets.

•Cash and cash equivalents are valued at cost, which approximates fair value.

•Equity securities are comprised of common stock and preferred stock. The fair values of equity securities are valued at the closing price reported on the active market on which the securities are traded.

•Fair values of registered investment companies and collective trusts are valued based on quoted market prices, which represent the net asset value (“NAV”) of shares held. Registered investment companies include investments in emerging market bonds. Collective trusts primarily include common stock.

•Buy-in insurance contracts are valued using actuarial assumptions and techniques as there is little market data available.

•The fair values of hedge funds are valued using the NAV as determined by the administrator or custodian of the fund. The funds primarily invest in U.S. and international equities, debt securities, and other hedge funds.

•The fair values of limited partnerships are valued using the NAV as determined by the administrator or custodian of the fund. The partnerships primarily invest in U.S. and international equities and debt securities.

•Real estate and other investments consist of real estate investment trusts and other investments. These investments are measured at quoted market prices, which represent the NAV of the securities held in such funds at year end.

Our pension plan assets measured at fair value on a recurring basis are as follows as of December 31, 2025 and 2024. Refer to “Fair value measurements” in Note 1 to these consolidated financial statements for a description of the levels.

(a)Certain investments that are measured at fair value using net asset value per share (or its equivalent) have not been classified in the fair value hierarchy.

The following table summarizes our Level 3 rollforward for our buy-in insurance contracts for the year ended December 31, 2025.

Contributions -We do not expect to make any contributions to our US Qualified Pension Plan in 2026. In 2025 and 2024, we contributed $59.3 million and $17.9 million to all pension plans, respectively.

Estimated future benefit payments -The following table summarizes expected benefit payments from our various pension and post-retirement benefit plans through 2035. Actual benefit payments may differ from expected benefit payments.

Savings plans -The TechnipFMC Retirement Savings Plan (“Qualified Plan”), a qualified salary reduction plan under Section 401(k) of the Internal Revenue Code, is a defined contribution plan. Additionally, we have a non-qualified deferred compensation plan, the (“Non-Qualified Plan”), which allows certain highly compensated employees the option to defer the receipt of a portion of their salary. We match a portion of the participants’ deferrals to both plans. Both plans relate to FMC Technologies, Inc.

Participants in the Non-Qualified Plan earn a return based on hypothetical investments in the same options as our 401(k) plan. Changes in the market value of these participant investments are reflected as an adjustment to the deferred compensation liability with an offset to other income (expense), net. As of December 31, 2025 and 2024, our liability for the Non-Qualified Plan was $32.3 million and $26.1 million, respectively, and was recorded in other liabilities in our consolidated balance sheets. We hedge the financial impact of changes in the participants’ hypothetical investments by purchasing the investments that the participants have chosen. Changes in the fair value of these investments are recognized as an offset to other income (expense), net in our consolidated statements of income. As of December 31, 2025 and 2024, we had investments for the Non-Qualified Plan totaling $32.3 million and $26.1 million at fair market value, respectively.

During the years ended December 31, 2025 and 2024 we recognized expense of $21.5 million and $21.1 million, respectively, for matching contributions to these plans in 2025 and 2024, respectively. Additionally, during the years ended December 31, 2025 and 2024, we recognized expense of $9.2 million and $8.8 million, respectively, for non-elective contributions.