TechnipFMC plc

NOTE 12. FAIR VALUE MEASUREMENTS

Assets and liabilities measured at fair value on a recurring basis were as follows:

Equity securities -The fair value measurement of our traded securities is based on quoted prices that we have the ability to access in public markets.

Money market and stable value funds- These funds are valued at the net asset value of the shares held at the end of the quarter, which is based on the fair value of the underlying investments using information reported by our investment advisor at quarter-end. These funds include fixed income and other investments measured at fair value. 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.

Derivative financial instruments -We use the income approach as the valuation technique to measure the fair value of foreign currency derivative instruments on a recurring basis. This approach calculates the present value of the future cash flow by measuring the change from the derivative contract rate and the published market indicative currency rate, multiplied by the contract notional values. Credit risk is then incorporated by reducing the derivative’s fair value in asset positions by the result of multiplying the present value of the portfolio by the counterparty’s published credit spread. Portfolios in a liability position are adjusted by the same calculation; however, a spread representing our credit spread is used. Our credit spread, and the credit spread of other counterparties not publicly available, are approximated by using the spread of similar companies in the same industry, of similar size, and with the same credit rating.

We currently have no credit-risk-related contingent features in our agreements with the financial institutions that would require us to post collateral for derivative positions in a liability position. See Note 11 for further details.

Other fair value disclosures

The carrying amounts of cash and cash equivalents, trade receivables, accounts payable, short-term debt, debt associated with our bank borrowings, credit facilities, as well as amounts included in other current assets and other current liabilities that meet the definition of financial instruments, approximate fair value.

Fair value of debt- We use a market approach to determine the fair value of our fixed-rate debt using observable market data, which results in a Level 2 fair value measurement. The estimated fair value of our private placement notes was $284.0 million and $296.4 million as of September 30, 2026 and December 31, 2025, respectively.

Credit risk -By their nature, financial instruments involve risk, including credit risk, for non-performance by counterparties. Financial instruments that potentially subject us to credit risk primarily consist of trade receivables and derivative contracts. We manage the credit risk on financial instruments by transacting only with what management believes are financially secure counterparties, requiring credit approvals and credit limits and monitoring counterparties’ financial condition. Our maximum exposure to credit loss in the event of non-performance by the counterparty is limited to the amount drawn and outstanding on the financial instrument. Allowances for losses on trade receivables are established based on collectability assessments. We mitigate credit risk on derivative contracts by executing contracts only with counterparties that consent to a master netting agreement, which permits the net settlement of gross derivative assets against gross derivative liabilities.

NOTE 13. INCOME TAXES

The provision for income taxes for the nine months ended September 30, 2026 and 2025 was $314.3 million and $269.6 million, respectively, resulting in effective tax rates of 23.2% and 27.2%, respectively. The decrease in effective tax rate is primarily due to the geographic distribution of earnings.

Our effective tax rate varies from period to period due to changes in the geographic mix of earnings, as foreign earnings can be subject to different tax rates than in the United Kingdom.

NOTE 14. STOCKHOLDERS’ EQUITY

On July 28, 2026, the Company announced that its Board of Directors has authorized and declared a quarterly cash dividend of $0.05 per share, payable on September 2, 2026 to shareholders and represents $0.20 per share on an annualized basis. The cash dividends paid during the three and nine months ended September 30, 2026 were $19.5 million and $59.2 million, respectively, and for the three and nine months ended September 30, 2025 were $20.5 million and $62.1 million, respectively.

On October 22, 2025, our Board of Directors authorized additional share repurchases of up to $2.0 billion, increasing the Company’s total share repurchase authorization to $3.8 billion. Pursuant to this share repurchase program, we repurchased $320.0 million and $1,004.9 million during the three and nine months ended September 30, 2026, respectively, and $250.1 million and $750.2 million during the three and nine months ended September 30, 2025, respectively.

Based upon the remaining repurchase authority of $1.2 billion and the closing stock price as of September 30, 2026, approximately 17.2 million ordinary shares could be subject to repurchase. Since the initial share repurchase authorization in July 2022, we have purchased an aggregate amount of $2.6 billion of ordinary shares through September 30, 2026. All repurchased shares were cancelled.

Accumulated other comprehensive loss for the three and nine months ended September 30, 2026 and 2025 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.

NOTE 15. SHARE-BASED COMPENSATION

On April 28, 2022, we adopted the TechnipFMC plc 2022 Incentive Award Plan (as amended and restated from time to time, the “Plan”), and we were able to grant certain incentives and awards to our officers, employees, non-employee directors, and consultants of the Company and its subsidiaries. Awards included share options, share appreciation rights, performance stock units, restricted stock units, restricted shares, or other awards authorized under the Plan.

In 2025, our Board of Directors 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. As of September 30, 2026, the performance-based vesting condition, return on invested capital ("ROIC"), was considered probable.

During 2026, the Compensation and Talent (“C&T”) Committee reviewed the Company's performance results under the VCP and determined that the ROIC target had been achieved and, based on the applicable 12-month volume weighted average share price ("VWAP"), approved the vesting of approximately 2.3 million PSUs under the VCP in July 2026 and the remaining 1.3 million PSUs in October 2026. The October 2026 determination was based on ROIC for the 12-month period ended September 30, 2026, which was 80% higher than before the VCP was adopted. Accordingly, all 3.6 million PSUs granted under the VCP have vested.

Share-based compensation expense for non-vested performance stock units, restricted stock units, and VCP awards was $31.5 million and $102.9 million for the three and nine months ended September 30, 2026, respectively, and $15.2 million and $46.7 million for the three and nine months ended September 30, 2025, respectively.

NOTE 16. 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 condensed consolidated balance sheets, and the associated payments are included in operating activities within our condensed consolidated statements of cash flows. As of September 30, 2026 and December 31, 2025, the amounts due to suppliers participating in the SCF were $137.9 million and $123.2 million, respectively.

NOTE 17. 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 condensed 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 condensed 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 condensed consolidated financial position, results of operations, or cash flows.

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 September 30, 2026 and December 31, 2025, and that the ultimate resolution of such matters will not materially affect our condensed consolidated financial position, results of operations, or cash flows.

NOTE 18. RELATED PARTY TRANSACTIONS

Trade receivables, payables, revenues, and expenses, which are included in our condensed consolidated financial statements for all transactions with related parties, were not material as of and for the three and nine months ended September 30, 2026 and the comparable period of the prior year. Related parties are defined as entities related to our directors, officers, and main shareholders as well as the partners of our consolidated joint ventures.

Loan receivables from Dofcon, including accrued interest, were $97.2 million and $98.9 million as of September 30, 2026 and December 31, 2025, respectively.

NOTE 19. OTHER MATTERS

FMC Technologies (UK) Pension Plan Buy-In

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. 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.

Legislation has since been enacted in the U.K., under the Pension Schemes Act 2026, to provide a mechanism by which affected pension plans may, subject to satisfying certain statutory conditions, obtain retrospective actuarial confirmation of historic benefit changes. The trustees of the U.K. pension plans are evaluating any actions that may be required. Based on information currently available, the Company does not believe the matter is expected to have a material impact on the measurement of its pension liabilities in respect of the U.K. pension plans.

NOTE 20. SUBSEQUENT EVENTS

On October 27, 2026, the Company announced that its Board of Directors has authorized and declared a quarterly cash dividend of $0.05 per share, payable on December 2, 2026 to shareholders of record as of the close of business on the New York Stock Exchange on November 17, 2026, which is also the ex-dividend date.