FTI 10-K & 10-Q changes, risk factors and insider trading

•Cumulative loss of several major contracts, customers, alliances, or alliancesbusiness disruptions may have an adverse effect on us, and the credit and commercial terms of certain contracts may subject us to further risks.us.

•political and economic uncertainty, socio-political unrest, and geopolitical conflicts, includingsuch theas continued conflict between Russia and Ukraine, which has resulted in substantial reduction of natural gas imports from Russia to Europe, and significant volatilityunrest in the costsMiddle of both wholesale gasEast and powerdevelopments in Venezuela;

•decrease in investors’ interest in hydrocarbon producers because of environmental and sustainability initiatives (see risk factor “Increasing scrutiny and expectations regarding sustainability matters could result in additional costs or risks or otherwise adversely affect our business” for additional information; and

The oil and natural gas industry has historically experienced periodic downturns, which have been characterized by diminished demand for oilfield services and downward pressure on the prices we charge. The oil and natural gas market remains quite volatile, and price recovery and business activity levels are dependent on variables beyond our control, such as geopolitical stability, increasing attention to global climate change resulting in pressure upon shareholders, financial institutions and/or financial markets to modify their relationships with oil and natural gas companies and to limit investments and/or funding to such companies, increasing likelihood of governmental regulations, enforcement, and investigations and private litigation due to increasing attention to global climate change, OPEC+’s actions to regulate its production capacity, changes in demand patterns, and international sanctions and tariffs. Continued volatility or any future reduction in demand for oilfield services could further adversely affect our financial condition, results of operations, or cash flows.

Our success depends on the ongoing development and implementation of new product designs, including the processes used by us to produceproduce, market, install, operate, and marketmaintain our products.

We continually attempt to develop new technologies for use in our business, including AI and machine learning.AI. However, there is no guarantee of future demand for those technologies because the market for the new technologies may not develop or customers may be reluctant or unwilling to adopt our new technologies. In addition, we may also have difficulty negotiating satisfactory terms that would provide acceptable returns on our investment in the research and development of new technologies.

Development of new technology is critical to maintaining our competitiveness. However, we cannot assure that we will be able to successfully develop technology that our customers demand. Demand for our products and services may decline if we cannot keep pace with technological advances. Technology that is unavailable to us or that does not work as we expect, could adversely affect us. For example, the AI algorithms that we use may be flawed or may be based on datasets that are biased or insufficient, and our AI features may not achieve sufficient levels of accuracy or may not function as designed or have unintended consequences. New technologies, services, or standards could render some of our products and services obsolete, which could reduce our competitiveness and have a material adverse impact on our business, financial condition, cash flows, and results of operation.operations.

Additionally, we are exploring opportunities in GHG removal,removal and offshore floating renewables (wind, wavewind and tidal energy), and hydrogen.. Many technologies involved in those projects are novel and will need to be further developed before we can determine whether a renewable energy project is technologically feasible.

Due to the types of contracts we enter into and the marketsgeographic in whichareas we operate,operate in, the cumulative loss of several major contracts, customers, alliances, or alliancesbusiness disruptions within any of these geographic areas may have an adverse effect on our results of operations, and the credit and commercial terms of certain contracts may subject us to further risks.operations.

We operate in various countries across the world. Instability and unforeseen changes in any of the markets in which we conduct business, including economically and politically volatile areas or conflict or rumor of conflict could have an adverse effect on the demand for our services and products, our financial condition, or our results of operations. These factors include, but are not limited to, the following:

•civil unrest, labor issues, political instability, disease outbreaks, terrorist attacks, cyber terrorism, military activity, and wars, including the continued conflict between Russia and Ukraine and Hamas and Israelwars;

In connection with any divestitures, such as our Spin-off and the sale of the Measurement Solutions business, we may incur liabilities for breaches of representations and warranties or failure to comply with operating covenants under any agreement for such transaction. In addition, we may have to indemnify the counterparty in a divestiture for certain liabilities associated with the assets or operations subject to the divestiture transaction. These liabilities, if they materialize, could materially and adversely affect our business, financial position, results of operations or cash flows. Similarly, our counterparty may not be able to satisfy their indemnification obligations to us, or their indemnity may not be sufficient to insure us against the full amount of liabilities for which we are responsible.

There has been ongoing attention from stakeholders, investors, customers, and regulators on renewable energy,energy and sustainability practices and disclosures, including practices and disclosures related to GHGs and climate change, and diversity and inclusion initiatives and governance standards. Expectations regarding such practices and disclosures may result in increased costs (including but not limited to increased costs related to compliance, stakeholder engagement, contractingcontracting, and insurance), changes in demand for certain product or service offerings, changes in the availability or cost of capital, enhanced compliance or disclosure obligations, or other impacts. In addition, negative attitudes toward or perceptions of fossil fuel products and their relationship to the environment and climate change may reduce the demand or authorization for production of oil and natural gas in areas of the world where our customers operate or otherwise limit our customers’ access to capital or ability to conduct operations, including via new regulation, and reduce future demand for our products and services. Any of these trends may, in turn, adversely affect our financial condition, results of operationsoperations, and cash flows.

While we at times engage in voluntary initiatives (such as voluntary disclosures, certifications, or goals, among others) to improve the sustainability profile of our company and/or products or respond to stakeholder concerns, such initiatives may be costly and may not have the desired effect. For example, we may ultimately be unable to achieve our goals, either on the timeframes or costs initially anticipated or at all, due to factors that are within or outside of our control. Assessment of sustainability metrics is complex and occasionally requires revisions, including due to business changes, variations in calculations, data quality, or other factors, which can impact perceptions of our target progress or related initiatives. Moreover, our actions or statements are often based on methodologies or data that continue to evolve, and our approach to such matters (like other companies) has evolved (and is expected to continue to evolve) as well. Even if this is not the case, our current actions may subsequently be determined to be insufficient by various stakeholders, and any failure, or perceived failure, to comply with or advance certain sustainability initiatives (including the timeline and manner in which we complete such initiatives) may result in various adverse impacts, including reputational damage or,or investor or regulator engagement on our sustainability initiatives and disclosures, even if such initiatives are currently voluntary. The increasing attention and pressure from the shareholders, financial institutionsinstitutions, and/or financial markets could also increase the likelihood of governmental investigations and private litigation.

Uncertainties with respect to the energy transition may adversely affect our business. As a result of our evolution in the renewable energies arena, we are exploring opportunities in GHG removal, offshore floating renewables, and hydrogen. While we have subsea and surface expertise, as well as capabilities in project integration, we are exploring opportunities that are new to us,us and therefore involve uncertainties and risks.

We face material piracy and maritime conflict risks in the Gulf of Guinea, the Somali Basin, the Gulf of Aden, and the Red Sea, and, to a lesser extent,extent in Southeast Asia, Malacca, and the Singapore Straits. Piracy represents a risk for both our projects and our vessels, which operate and transport through sensitive maritime areas. We may face additional risks to the extent other maritime disputes or conflicts emerge, such as the conflict around the Houthis’ attacks in the Red Sea following the Israel/Hamas war. Such risks have the potential to significantly harm our crews and to negatively impact the execution schedule for our projects. If our maritime employees or assets are endangered, additional time may be required to find an alternative solution, which may delay project realization and negatively impact our business, financial condition, or results of operations.

We are subject to potential liabilities arising from, among other possibilities, equipment malfunctions, equipment misuse, personal injuries, and natural disasters, any of which may result in hazardous situations, including uncontrollable flows of oil, gas or well fluids, or other sources of energy, fires, and explosions.explosions, which could disrupt our operations and damage our brand and reputation. Our insurance against these risks may not be adequate to cover our liabilities. Further, the insurance may not generally be available in the future or, if available, premiums may not be commercially justifiable. If we incur substantial liability and the damages are not covered by insurance or are in excess of policy limits, or if we were to incur liability at a time when we were not able to obtain liability insurance, such potential liabilities could have a material adverse effect on our business, results of operations, financial condition, or cash flows.

Our operations require us to comply with numerous laws and regulations, violations of which could have a material adverse effect on our financial condition, results of operations, or cash flows.

Our operations and manufacturing activities are governed by international, regional, transnational, and national laws and regulations in every place where we operate relating to matters such as environmental protection, health and safety, labor and employment, import/export controls,controls (including export control laws and regulations administered and enforced by the U.S. Department of Commerce and the U.S. Department of State), currency exchange, bribery and corruption, taxation, and taxation.AI. These laws and regulations are complex, frequently change, and have tended to become more stringent over time. In the event the scope of these laws and regulations expands in the future, or we introduce new features in our products and services,services suchor aschange AI,our operations in a way that subjectsubjects us to new and evolving laws and regulations, the incremental cost of compliance could adversely impact our financial condition, results of operations, or cash flows.

Our international operations are subject to anti-corruption laws and regulations, such as the U.S. Foreign Corrupt Practices Act (“FCPA”), the U.K. Bribery Act of 2010 (the “Bribery Act”), the anti-corruption provisions of French law n° 2016-1691 dated December 9, 2016 relating to Transparency, Anti-corruption and Modernization of the Business Practice, the Brazilian law nº 12,846/13, or the Brazilian Anti-Bribery Act (also known as the Brazilian Clean Company Act), and economic and trade sanctions, including those administered by the United Nations, the EU, the United Kingdom, and the United States (including the Office of Foreign Assets Control of the U.S. Department of the Treasury (“U.S. Treasury”), the U.S. Department of State, and the U.S. Department of State.Commerce). The FCPA prohibits corruptly providing anything of value to foreign officials for the purposes of obtaining or retaining business or securing any improper business advantage. We may deal with both governments and state-owned business enterprises, the employees of which are considered foreign officials for purposes of the FCPA. The provisions of the Bribery Act extend beyond bribery of foreign public officials and are more onerous than the FCPA in a number of other respects, including jurisdiction, non-exemption of facilitation payments, and penalties. Economic and trade sanctions restrict our transactions or dealings with certain sanctioned countries, territories, and designated persons.

Environmental laws and regulations in various countries affect the equipment, systems, and services we design, market, and sell, as well as the facilities where we manufacture our equipment and systems, and any other operations we undertake. These laws include those governing the discharge of materials into the environment or otherwise relating to environmental protection. We are required to invest financial and managerial resources to comply with environmental laws and regulations, and we believe that we will continue to be required to do so in the future. Failure to comply with these laws and regulations may result in the assessment of administrative, civil, and criminal penalties, the imposition of remedial obligations, the issuance of orders enjoining our operations, or other claims and complaints. Additionally, our insurance and compliance costs may increase as a result of changes in environmental laws and regulations or changes in enforcement. These laws and regulations, as well as any new laws and regulations affecting exploration and development of drilling for oil and natural gas, are becoming increasingly strict and could adversely affect our business and operating results by increasing our costs, limiting the demand for our products and services, or restricting our operations.

Regulatory requirements related to sustainability matters have been, and are being, implemented in the EU in particular, in relation to financial market participants. Such regulatory requirements are being implemented on a phased basis. We expect regulatory requirements related to, and investor focus on, sustainability matters to continue to expand in the EU, the United States,Kingdom, Australia, and more globally. For example, inIn the United States, various policymakers, including the SEC and the State of California, have adopted (or are considering adopting) requirements for certain companies to undertake disclosures or actions on climate or other sustainability matters. Moreover, policymakers’ approaches are not uniform, which may increase the cost or complexity of compliance, as well as increase the general risk of litigation or enforcement on such matters.

Climate change continues to attract considerable public and scientific attention. As a result, numerous laws, regulations, and proposals have been made and are likely to continue to be made at the international, national, regional, and state levels of government to monitor and limit emissions of carbon dioxide, methane, and other “greenhouse gasesgases.”. These efforts have included cap-and-trade programs, carbon taxes, GHG reporting and tracking programs, and regulations that directly limit GHG emissions from certain sources. Such existing or future laws, regulations, and proposals concerning the release of GHGs or that concern climate change (including laws, regulations, and proposals that seek to mitigate the effects of climate change) may require additional costs and may adversely impact demand for the equipment, systems, and services we design, market, and sell. For example, oil and natural gas exploration and production may decline as a result of such laws, regulations, and proposals, or any policies aimed at directly curtailing such exploration and production, and as a consequence, demand for our equipment, systems, and services may also decline. In addition, such laws, regulations, and proposals may also result in more onerous obligations with respect to our operations, including the facilities where we import and/or manufacture our equipment and systems. Such decline in demand for our equipment, systems, and services and such onerous obligations in respect of our operations may adversely affect our financial condition, results of operations, or cash flows.

We are subject to international data protection laws, such as the European Union General Data Protection Regulation 2016/679 (“EU GDPR”) and its implementing legislation, the United Kingdom General Data Protection Regulation and Data Protection Act 2018 (collectively, the “UK GDPR”), certain U.S. state regulations, and the Lei Geral de Proteção de Dados (“LGPD”) in Brazil. The EU GDPR, UK GDPR, and implementing legislation (collectively, “GDPR”) comprehensively regulatesregulate our use of personal data,data whichand have increased our obligations, regarding cross-border transfers of personal data outside of the EEA and the UK.

In relation to cross-border transfers of personal data, we expect the existing legal complexity and uncertainty regarding international personal data transfers to continue. In particular, we expect the European Commission approval of the current EU-US Data Privacy Framework for data transfers to certified entities in the United States to be challengedcontinue, and international data transfers to the United States and to other jurisdictions more generally to continue to be subject to enhanced scrutiny by regulators. As the regulatory guidance and enforcement landscape in relation to data transfers continues to develop, we could suffer additional costs, complaints and/or regulatory investigations or fines; we may have to stop using certain tools and vendors and make other operational changes; we may have to implement alternative data transfer mechanisms under GDPR, and/or take additional compliance and operational measures; or it could otherwise affect the manner in which we provide our services, which in turn can adversely affect our business, operations, and financial condition.

We are also subject to evolving EU and UK privacy laws on cookies, tracking technologies, and e-marketing. Recent European court and regulator decisions are driving increased attention to cookies and tracking technologies. If the trend of increasing enforcement by regulators of the strict approach to opt-in consent for all but essential use cases, as seen in recent guidance and decisions continues, this could lead to additional costs,costs and require significant systems changes. Violations of such laws could result in regulatory investigations, fines, orders to cease/change our use of such technologies, as well as civil claims including class actions, and reputational damage.

Although we are incorporated in the United Kingdom, the U.S. Internal Revenue Service (the “IRS”) may assert that we should be treated as a U.S. “domestic” corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874 of the U.S. Internal Revenue Code of 1986, as amended (the “Code” and such Section, “Section 7874”). For U.S. federal income tax purposes, a corporation (i) is generally considered a “domestic” corporation (or U.S. tax resident) if it is organized in the United States or of any state or political subdivision therein, and (ii) is generally considered a “foreign” corporation (or non-U.S. tax resident) if it is not considered a domestic corporation. Because we are a U.K. incorporated entity, we would be considered a foreign corporation (and, therefore, a non-U.S. tax resident) under these rules. Section 7874 of the Code (“Section 7874”) provides an exception under which a foreign incorporated entity may, in certain circumstances, be treated as a domestic corporation for U.S. federal income tax purposes.

We do not believe this exception applies. However, the Section 7874 rules are complex and subject to detailed regulations, the application of which is uncertain in various respects. It is possible that the IRS will not agree with our position. Should the IRS successfully challenge our position, it is also possible that an excise tax under Section 4985 of the Code (the “Section 4985 Excise Tax”) may be assessed against certain “disqualified individuals” (including former officers and directors of FMC Technologies, Inc.) on certain stock-based compensation held thereby. We may, if we determine that it is appropriate, provide disqualified individuals with a payment with respect to the Section 4985 Excise Tax, so that, on a net after-tax basis, they would be in the same position as if no such Section 4985 Excise Tax had been applied. In addition, if the IRS asserts that we should be treated as a U.S. domestic corporation (and, therefore, a U.S. tax resident) for U.S. federal income tax purposes pursuant to Section 7874, there is a risk we would suffer additional income taxes associated with the U.S. taxation, on the income of our non-U.S. affiliates. Currently, the income of our non-U.S. affiliates that are not owned (directly or indirectly) by U.S. affiliates is generally not subject to U.S. income taxation. However, should the IRS assert that we should be treated as a domestic corporation for U.S. federal income tax purposes, we or our applicable U.S. affiliates would become subject to taxation on the income of our non-U.S. affiliates under the “controlled foreign corporation” U.S. tax rules.

The U.S. Congress, the U.K. Government, the EU, the Organization for Economic Co-operation and Development (the “OECD”), and other governmental bodies continue to focus on multinational taxation. In October 2021, the OECD introduced a global minimum tax of 15% under its “Pillar Two” framework, with approximately 140 countries tentatively agreeing in principle. The implementation of this global minimum tax, however, is contingent upon the independent actions of participating countries and is subject to further negotiation among OECD member states. The EU adopted the directive on December 15, 2022, requiring member states to enact national laws by December 31, 2023, with full application beginning in 2024 (except for the “undertaxed payment rule,” which is applicable for fiscal years starting on or after December 31, 2024). These rules continue to be refined by the OECD with the latest updates issued in January 2026, This new package of administrative guidance included a range of measures, such as the establishment of a permanent simplified effective tax rate (“ETR”) safe harbor, a one-year extension of the transitional country-by-country reporting safe harbor and the recognition of certain existing minimum tax regimes other than Pillar Two.

Many EU member states, including France, have now incorporated Pillar Two into domestic law. Similarly, the United Kingdom enacted legislation under the Finance (No. 2) Act 2023, introducing a Pillar Two Income Inclusion Rule (“IIR”) and Multinational Top-up Tax (“MTT”), effective for accounting periods starting on or after December 31, 2023. These rules apply to multinational and U.K. groups with annual revenues exceeding €750 million. As a U.K company, we are subject to the MTT under the IIR, which ensures that income from jurisdictions with an effective tax rate (“ETR”) below 15% is taxed up to that minimum. The U.K. legislation also provides a transitional safe harbor election for accounting periods beginning on or before December 31, 2026. We are monitoring legislation to determine whether the United Kingdom will adopt the new OECD package released in January 2026. Regarding France, on January 12, 2026, the European Commission published in the Official Journal of the European Union a Communication aimed at recognizing this new OECD package and confirming its integration into the Pillar Two directive, without requiring any modification of it. The implementation in France of the provisions resulting from this agreement for a “juxtaposed solution” might require a law.

New tax initiatives, directives, and rules, such as the U.S. TaxOne CutsBig Beautiful Bill Act, enacted on July 4, 2025 (the “OBBBA”), and Jobsupdates Act,to existing guidance such as the OECD’s Base Erosion and Profit Shifting initiative, and the EU’s Anti-Tax Avoidance Directives, may increase our tax burden and require additional compliance-related expenditures. As a result, our financial condition, results of operations, or cash flows may be adversely affected. Moreover, the U.S. government, and other jurisdictions in which we do business, may enact significant changes to the taxation of business entities including, among others, the imposition of minimum taxes or surtaxes on certain types of income. The likelihood of these changes being enacted or implemented is unclear. Further changes, including with retroactive effect, in the tax laws of the United States (such as the recent United States Inflation Reduction Act which, among other changes, introduced a 15 percent corporate minimum tax on certain United States corporations and a one percent excise tax on certain stock redemptions by United States corporations, which the U.S. Treasury indicated may also apply to certain stock redemptions by a foreign corporation funded by certain United States affiliates), the United Kingdom, the EU, or other countries in which we and our affiliates do business could adversely affect us.

We operate in a manner such that we believe we are eligible for benefits under tax treaties between the United Kingdom and other countries. However, our ability to qualify for such benefits will depend on whether we are treated as a UK tax resident, the requirements contained in each treaty and applicable domestic laws, on the facts and circumstances surrounding our operations and management, and on the relevant interpretation of the tax authorities and courts. For example, because of Brexit, we may lose some or all of the benefits of tax treaties between the United StatesKingdom and the remaining members of the EU, and face higher tax liabilities, which may be significant. Another example is the Multilateral Convention to Implement Tax Treaty Related Measures to Prevent Base Erosion and Profit Shifting (the “MLI”), which entered into force for participating jurisdictions on July 1, 2018. The MLI recommends that countries adopt a “limitation-on-benefit” (“LOB”) rule and/or a “principal purpose test” (“PPT”) rule with regards to their tax treaties. The application of the LOB rule or the PPT rule could deny us treaty benefits (such as a reduced rate of withholding tax) that were previously available and as such there remains uncertainty as to whether and, if so, to what extent such treaty benefits will continue to be available. The position is likely to remain uncertain for a number of years.

In this regard, we had a permanent establishment in France to satisfy certain French tax requirements imposed by the French Tax Code with respect to the Merger. The assets and liabilities pertaining to this permanent establishment were contributed on December 27, 2022 to one of our French subsidiaries with retroactive effect as of January 1, 2022, in accordance with a tax ruling issued by the French tax authorities, as a result of which this permanent establishment has been deregistered before the close of the 2022 fiscal year. Although it is intended that we will be treated as having our exclusive place of tax residence in the United Kingdom, the French tax authorities may claim, for the period prior to the reorganization, that we were a tax resident of France if we were to have failed to maintain our “place of effective management” in the United Kingdom over that period as a result of the activities of such permanent establishment. Any such claim would be settled between the French and U.K. tax authorities pursuant to the mutual assistanceagreement procedure provided for by the tax treaty concluded between France and the United Kingdom. There is no assurance that these authorities would reach an agreement that we will remain exclusively a U.K. tax resident; an adverse determination could materially and adversely affect our business, financial condition, results of operations, or cash flows. A failure to maintain exclusive tax residency in the United Kingdom could result in adverse tax consequences to us and our subsidiaries and could result in certain adverse changes in the tax consequences of owning and disposing of our shares.

We operate in various countries across the world and source a wide range of raw materials and components from the international market. Significant changes or developments in U.S. or other national laws and policies, such as laws and policies surrounding international trade, foreign affairs, manufacturing and development and investment in the territories and countries where we or our customers operate, can materially adversely affect our business and results of operations. Policies affecting international trade, foreign investment, and energy production—such as tariffs, export controls, economic sanctions, and import restrictions—can impact supply chain costs, the availability of key components, and overall industry profitability. For instance, the United States has recently proposed and made changes in trade policies that include export control restrictions, renegotiation or termination of trade agreements, imposition of higher tariffs on imports into the United States, and other regulations affecting trade between the United States and countries where we conduct our business or have business relationships. A number of other nations have proposed and implemented similar tariff measures directed at trade with the United States in response thereto. As a result of these developments and likely similar trade restrictions in the future, there may be greater restrictions and economic disincentives on international trade that could adversely affect our business and results of operations. Our efforts to reduce potential disruptions to our supply chain and offset procurement and operational cost pressures, such as through alternative sourcing, tariff mitigation strategies, and/or increases in the selling prices of some of our products and services, may not be successful.

We depend on key personnel. The loss of any key personnel could adversely impact our business if we are unable to implement key strategies or transactions in their absence. The loss of qualified employees or failure to recruit, retain, and motivate additional highly skilled employees required for the operation and expansion of our businessbusiness, through competitive compensation and other comprehensive attraction, retention, and development initiatives, could hinder our operation and expansion, as well as our ability to successfully conduct research activities and develop marketable products and services. Effective succession planning is also vital to our long-term success. If we fail to manage transitions among key roles, our strategic planning and execution could be impaired.

Our business may be materially affected by variation from normal weather patterns, such as cooler or warmer summers and winters. Adverse weather conditions, such as tropical storms in the Gulf of America or Indo-Pacific or extreme winter conditions in Canada,Canada and the North Sea, may interrupt or curtail our operations,operations or our customers’ operations, cause supply disruptions or loss of productivity, and may result in a loss of revenue or damage to our equipment and facilities, which may or may not be insured. In addition, acute or chronic physical impacts of climate change, such as sea level rise, coastal storm surge, inland flooding from intense rainfall and hurricane-strength winds may damage our facilities or the facilities of key third parties,parties or result in operational interruptions. Increasing concentrations of GHGs in the Earth’s atmosphere are expected to produce climate changes that increase variation from normal weather patterns, such as increased frequency and severity of storms, floods, droughts, and other climatic events, as well as longer-term climatic changes, such as shifting temperature and precipitation patterns, which could further impact our operations. Significant physical effects of climate change could also have a direct effect on our operations and an indirect effect on our business by interrupting the operations of those with whom we do business and may also impact the cost or availability of insurance. Any of these events or outcomes could have a material adverse effect on our business, financial condition, cash flows, or results of operations.

We conduct operations around the world in many different currencies. Significant portions of our revenue and expenses are denominated in currencies other than our reporting currency, the U.S. dollar; therefore, changes in exchange rates will produce fluctuations in our revenue, costs, and earnings, and may also affect the book value of our assets and liabilities and related equity. We hedge transaction impacts on cash flow and earnings where a transaction is not in the functional currency of the operating business unit, but we do not hedge translation impacts on earnings. Our efforts to minimize our currency exposure through such hedging transactions may be impeded by market and business conditions. Moreover, our ability to hedge certain currencies in which we conduct operations, specifically currencies in countries such as Angola, Nigeria,Angola and Argentina, may be limited; therefore, we may be subject to increased foreign currency exposures. In addition, we are subject to evolving laws and policies on foreign exchange controls in certain foreign jurisdictions, which may impact our ability to hedge and/or repatriate cash. As a result, fluctuations in foreign currency exchange rates may adversely affect our financial condition, results of operations, or cash flows.

In addition, applicable law and/or the terms of the relevant defined benefit pension plan may require us to make cash contributions or provide financial support upon the occurrence of certain events. We cannot predict whether, or to what extent, changing market or economic conditions, regulatory changes, or other factors will further increase our pension expense or funding obligations. For further information regarding our pension liabilities, see Note 22 for further information.20.

In line with industry practice, we are often required to post standby letters of credit to customers or enter into surety bond arrangements in favor of customers. Those letters of credit and surety bond arrangements generally protect customers against our failure to perform our obligations under the applicable contracts. If we are unable to renew or obtain a sufficient level of bonding capacity in the future, we may be precluded from bidding for certain contracts or contracting with certain customers. Additionally, even if we are able to successfully renew or obtain performance or payment bonds, we may be required to post lettersLetters of credit inissued connectionagainst with the bonds. The letters ofour credit couldfacilities reduce availability under ourthose credit facility.facilities. Furthermore, under standard terms in the surety market, sureties issue bonds on a project-by-project basis and can decline to issue bonds at any time or require the posting of additional collateral as a condition to issuing or renewing any bonds. If we were to experience an interruption or reduction in the availability of bonding capacity as a result of these or any other reasons, we may be unable to compete for or work on projects that require bonding.

•Inbound orders decreasedof 5%$11.2 billion drove backlog growth of 15% year-over-year to $1.2$16.6 billion;

The price of oil in the near-term continues to be supported by supply-related actions, including more disciplined capital spend as well as voluntary reductions to production by OPEC+ countries. We believe that offshore and Middle East markets will maintain investment preference for operators, with deepwater attracting a growing share of global capital flows, driven by much-improved economic returns and broad access to these resources. We also expect an increasing role for technology innovation in the delivery of both conventional and new energies in the delivery of energy supply. In that context, TechnipFMC is well positioned to translate our technological, operational,technological and financialoperational strength into value for our clients, employees, and shareholders.clients.

AsWe evidenced by these awards, wealso believe that offshore will play a meaningful role in the development of renewable energy resources and the reduction of carbon emissions. Our efforts are focused on threegreenhouse maingas pillars: (“GHG”) removal, offshore floating renewables, and hydrogen solutions. We are also building on our partnerships as we look to expand our position as the leading architect for offshore energy.

Subsea – Innovative approaches to subsea projects, like our iEPCI™ solution,projects have improved project economics through more efficient design and installation of the entire subsea field architecture. Our integrated commercial model, iEPCI™, brought together the complementary work scopes of the subsea production system (SPS) with the SURF,subsea umbilicals, risers, and flowlines (SURF), and installation vessels. iEPCI™ created a new market and helped expandgrow the deepwater opportunity set for our clientsclients. andWe hasalso grownforesee the expanding reach of Subsea Services, derived from an aging installed base that continues to represent nearly one-third of the addressable subsea market.grow.

As the subsea industry continues to evolve, we are driving simplification, standardization, and industrialization to reduce cycle times and further reduce costs. An example of this is Subsea 2.0®, our pre-engineered configurable product offering. This technology simplifies projects by leveraging a Configure-to-Order (“CTO”) model thatto further acceleratesaccelerate time to first production while driving greater efficiencies for TechnipFMC.

With Subsea 2.0® and CTO, we have designed an architecture, process, tools, and culture,culture that are scalable and transformational to the future of our company. CTOSubsea 2.0® has allowed us to redefine our sourcing strategy and transform our manufacturing flow, resulting in up to 25 percent lower product cost and as much as a shortened12-month 12-monthreduction in delivery time for subsea production equipment — savings that are both real and sustainable. This has paved the way for other products within our portfolious to adopt a similar operating model,model for other products within our portfolio, enabling an enterprise-wide way of working.

Given thethese significant improvement in project economics,improvements, more offshore discoveries can be developed economically well below today’scurrent oil prices. We believe these fundamental changes are sustainable,sustainable as a result of new business models and technology pioneered by our company.company – all of which serve as key enablers in our relentless pursuit of the reduction of project cycle time.

There is also momentum in new offshore frontiers as nations look to expand economic growth through the development of morenatural recentresources. resource discoveries. In late 2024, weWe were awarded an iEPCI™ contract for TotalEnergies’ GranMorgu project — the first subsea development in Suriname. This project is also the first iEPCI™ to leverage our vessel ecosystem, which provides us the industry’s most comprehensive suite of pipelay solutions through partner relationships. In Namibia, there have been multiple discoveries, and operators have initiated appraisal drilling campaigns. We recently announced our participation in Mozambique for Eni’s Coral North project, and we believe additionalthat countriesother opportunities in the region will seeksoon tofollow. developWe deepwaterremain resourcesconfident that further exploration and appraisal activity will result in new projects in other new frontiersbasins duringfor thissome decade, yielding additional inbound orders well beyond those projects currently in discussion.time.

Surface Technologies – International markets comprise a significant portion of segment revenue, representing over 6065 percent in 2024.2025. WeThese continuemarkets toare benefitless fromcyclical, ouras exposuremost toactivities theare Northundertaken Sea,by Asianational Pacific,oil companies with long-term investment horizons and a lower cost of development. This is most evident in the Middle East.East, where we have made the investment needed to assist our customers in achieving their desired growth in production. TechnipFMC’s unique capabilities in these markets –— which demand higher specificationhigher-specification equipment and local presence, including a services footprint –— provideprovides a platformdifferentiated growth opportunity for us to extend our leadership in these geographies.company.

Revenue increased $1,259.1by $849.3 million in 2024,2025, compared to the same period in 2023.2024. The increase was primarily attributable to an increase in Subsea revenue increasedof by$846.0 $1,385.1million. million,This growth was driven by the conversion of increaseda backlog, which was 49.6%11.1% higher as of December 31, 2023,2024, when compared to December 31, 2022,2023, and resultedresulting in increased revenue fromactivity higheracross iEPCI™, installation,flexible supply of flexible pipe and subsea services activities particularly in Angola,Brazil, theNorway, United States, GuyanaNigeria and Australia.Israel. Surface Technologies revenue decreasedincreased by $126.0$3.3 million,million compared to the same period in 2023.2024, Thereflecting a $53.0 million increase from higher activity in the Middle East, Europe and Africa. This increase was offset by a $49.7 million decline wasin primarilyrevenue due to lower activity in North America, Europe, Latin America and the sale of MSB during the threeMeasurement monthsSolutions endedbusiness March 31, 2024, which collectively decreased revenues by $202.9 million. This decrease was partially offset by $76.9 million of revenue growth from higher equipment delivery across the rest of the world, with the majority of the increase occurring in the Middle East.(“MSB”).

Gross profit (revenue less cost of sales) increased to $2,181.4 million in 2025 compared to $1,723.1 million in 2024 compared to $1,274.1 million in 2023.2024. Subsea gross profit increased year-over-year by $450.9$437.3 million, of which $230.2$267.5 million was due to a favorable activity mix and $169.8 million was due to volume increase and $220.7 million due to a favorable activity mix.increase. Surface Technologies gross profit decreasedincreased by $2.9$17.5 million compared to the same period in 2023,2024. The increase was primarily due to $47.4 million attributable to strong activity in the Middle East, Europe and Africa, partially offset by a decrease of $30.0 million due to lower activity in North America, Europe, Latin AmericaAmerica, andAsia Pacific as well as the sale of MSB in the three months ended March 31, 2024 which collectively resulted in a decrease of $35.4 million, partially offset by $32.5 million of higher profitability from growth and higher operational leverage and efficiency across international markets especially in the Middle East.MSB.

Selling, general and administrative expense wasincreased flatby year-over-year.$38.2 million year-over-year, driven by an increase in costs associated with our support functions.

Other income (expense), net includes gains and losses associated with the remeasurement of net monetary assets and liabilities, gains and losses on sales of property, plant and equipment, and non-operating gains and losses. The net decreaseincrease in expense of $202.4$11.8 million was primarily driven by the $126.5 million non-recurring legal settlement charge recognized during 2023. Foreign currency loss decreased by $90.5 million, primarily due to a reduction in exposures to certain currencies with limited derivative hedging markets such as the Argentine peso and Angolan kwanza, compared to the prior year. These decreases were partially offset by a netan increase in miscellaneous other non-operating charges.charges of $28.7 million, offset by a decrease in foreign currency loss of $16.8 million.

Net interest expense decreased by $25.2$24.0 million in 2024,2025, compared to 2023,2024, largelyprimarily due to the reduction in outstanding debt.

Our provision for income taxes for 20242025 and 20232024 reflected effective tax rates of 9.0%23.9% and 74.9%,9.0%, respectively. The change in the effective tax rate was largelymainly due to changes of valuation allowances on some of our deferred tax assets,assets changes inand geographical profit mix year-over-year, and tax adjustments related to uncertain tax positions.year-over-year.

Our effective tax rate can fluctuate depending on our country mix of earnings, since our foreign earnings are generally subject to higher tax rates thanthat indiffer from the United Kingdom.Kingdom’s statutory rate.

Overall Outlook –- The global economy is expected to show moderate growth in 2026, led by India, China, and the United States. Resilient consumer spending and easing of monetary policy in key regions should be essential drivers of economic growth. Continued investment in artificial intelligence (AI) is expected to provide additional support. The expanded militaryMilitary activity in the Middle East, shifting trade and inflation dynamics, and an uneven global recovery present risk to the growth outlook.

Persistent geopolitical conflict underscores the strategic importance of energy security worldwide. The current conflict in the Middle East also demonstrates how quickly regional disruptions in the production and transportation of oil and natural gas can impact the balance of global supply. We believe the significant impacts to both security and energy supply resulting from the current conflict are likely to have lasting impactseffects on the perceived risk assigned to the region.

The long-term outlook for oil and natural gas remains positive. Oil is projected to remain the largest primary energy source, with global demand for natural gas projected to significantly increase, largely due to growth in both electricity demand and industrial activity in developing countries. A significant portion of future gas needs will be sourced from offshore reservoirs, utilizing liquifiedliquefied natural gas (“LNG”) infrastructure to enable transport from major gas producing regions—including the Middle East, Asia Pacific, and Africa—to a broader set of consuming economies. Renewables investment continues, although at a slower pace than previously forecast. Notably, the International Energy Agency revised its market outlook, projecting that oil demand could grow through 2050—a major shift from its previous view that demand would peak by 2030.

Within offshore, we are seeing more clients adopt a portfolio approach to development. Instead of focusing on the next project exclusively, operators are taking a broader portfolio view of their opportunities – —executing a vision for their entire asset base. One example of this change is simultaneous development of greenfield assets, where an operator will carry out multiple projects in parallel rather than waiting for completion of the first project to incorporate learnings into subsequent phases. By executing as a single unit, operators benefit from integration and standardization that enable them to reach target production more quickly and economically than would be possible as standalone projects.

In our New Energy business, we are executing multiple first-of-its-kind project awards, including the Mero 3 HISEP® project for Petrobras offshore Brazil. This project is enabling the capture, processing, and reinjection of CO2-rich dense gases on the seabed to reduce emission intensity while increasing production. In the UK, we are executing the first all-electric, subsea integrated engineering, procurement, construction and installation (“iEPCI™ ®”)for carbon capture and storage for the Northern Endurance Partnership, a joint venture between bp, Equinor, and TotalEnergies.

Subsea –- Innovative approaches to subsea projects have improved project economics through more efficient design and installation of the entire subsea field architecture. Our integrated commercial model, iEPCI™®, brought together the complementary work scopes of the subsea production system (“SPS”) with the subsea umbilicals, risers, and flowlines (“SURF”), and installation vessels. iEPCI™® created a new market and helped grow the deepwater opportunity set for our clients. We also foresee the expanding reach of Subsea Services, derived from an aging installed base that continues to grow.

With Subsea 2.0® and CTO, we have designed an architecture, process, tools, and culture that are scalable and transformational to the future of our company. Subsea 2.0® has allowed us to redefine our sourcing strategy and transform our manufacturing flow, resulting in up to 25 percent lower product cost and as much as a 12-month reduction in delivery time for subsea production equipment — savings that are both real and sustainable. This has paved the way for us to adopt a similar operating model for other products within our portfolio, enabling an enterprise-wide way of working.

Given these significant improvements, more offshore discoveries can be developed economically below current oil prices. We believe these fundamental changes are sustainable as a result of new business models and technology pioneered by our company – —all of which serve as key enablers in our relentless pursuit of the reduction of project cycle time.

There is also momentum in new offshore frontiers as nations look to expand economic growth through the development of natural resources. We were awarded an iEPCI™® contract for TotalEnergies’ GranMorgu project — the first subsea development in Suriname. In Namibia, there have been multiple discoveries, and operators have initiated appraisal drilling campaigns. We recently announced our participation in Mozambique for Eni’s Coral North project, and we believe that other opportunities in the region will soon follow. We remain confident that further exploration and appraisal activity will result in new projects in other new basins for some time.

As we look beyond the current year, we believe that offshore developments will continue to receive an increasing share of capital investment. The change in spending allocation is due in part to the significant improvements made in developing the large, high quality, and prolific reservoirs found offshore. Innovations such as Subsea 2.0® and iEPCI™® also help provide customers with greater schedule certainty in project execution. We believe this combination of higher economic returns and greater project certainty will provide sustainability to current activity levels offshore, reinforcing our confidence that activity will remain strong through the end of the decade and beyond.

International markets comprise a significant portion of segment revenue, representing 65 percent in 2025. These markets are less cyclical, as most activities are undertaken by national oil companies with long-term investment horizons and a lower cost of development. This is most evident in the Middle East, where we have made the investment needed to assist our customers in achieving their desired growth in production. TechnipFMC’s unique capabilities in these markets — which demand higher-specification equipment and local presence, including a services footprint — provides a differentiated growth opportunity for our company.

THREE MONTHS ENDED MARCHJUNE 31,30, 2026 AND 2025

Revenue increased by $259.1$228.4 million during the three months ended MarchJune 31,30, 2026, compared to the priorsame yearperiod period.in 2025. The increase was primarily attributable to an increase in Subsea revenue of $272.2$270.6 million. This growth was driven by the conversion of backlog, which was 17.4% higher as of December 31, 2025, when compared to December 31, 2024, resulting in increased revenue activity across iEPCI™,® flexible supply,and SPS supply and subsea services,activities, particularly in Brazil,Latin Mozambique,America, Asia Pacific, Africa, and Suriname.the Middle East. This increase was partially offset by lower activity in Indonesia, the United Kingdom,Europe and SurfaceNorth Technologies.America.

Gross profit (revenue less cost of sales) increased to $585.3$684.7 million during the three months ended MarchJune 31,30, 20262026, compared to $464.9$593.3 million in the prior yearprior-year period. The increase was primarily attributable to an increase in Subsea gross profit of $117.9$104.8 million, of which $63.5$62.8 million was due to volume increase and $42.1 million was due to favorable activity mix and $54.4 million was due to volume increase.mix.

Selling,Net general and administrativeinterest expense increasedof $3.6 million decreased by $31.7$10.8 million forin the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily drivendue byto higherthe share-basednet compensationdecrease expenses.in outstanding debt year-over-year.

Net interest expense of $6.0$9.6 million decreased by $3.9$14.7 million in the threesix months ended MarchJune 31,30, 2026, compared to the same period in 2025, primarily due to the reduction in outstanding debt year-over-year.

The provision for income taxes for the threesix months ended MarchJune 31,30, 2026 and 2025 was $95.9$210.0 million and $87.0$193.5 million, respectively, resulting in effective tax rates of 27.0%25.2% and 37.8%,32.0%, respectively. The decrease in effective tax rate is primarily due to nonrecurringthe accrualsgeographic relateddistribution toof uncertain tax positions and taxes on undistributed earnings recorded in March 2025.earnings.

THREE MONTHS ENDED MARCHJUNE 31,30, 2026 AND 2025

Subsea revenue increased by $272.2$270.6 million during the three months ended MarchJune 31,30, 2026, compared to the same period in 2025, driven by increased backlog duringin 2025 related to higher energy demand and upstream spending, further aided by our unique commercial offerings. The increase in revenue was driven by $190.4iEPCI® and SPS supply activities, primarily $124.3 million from Brazil,Latin $105.7America, $86.2 million from Mozambique,Asia andPacific, $100.0$67.2 million from Suriname,Africa and higher$55.6 iEPCI™,million flexiblefrom supply,the SPSMiddle supply and services activities.East. The rest of the world contributed a net decrease of $123.8$62.7 million primarily driven by project completions mainly in IndonesiaEurope forand $98.0North million.America.

Subsea operating profit for the three months ended MarchJune 31,30, 2026 increased by $101.1$106.2 million compared to the prior-year period. This was largely due to higher volume, which contributed $62.8 million, and favorable activity mix, which contributed $63.5 million, and higher volume, which added $54.3$42.1 million. These improvements were partially offset by a $16.7 million increase in operating expense related to higher activity.

Surface Technologies operating profit for the three months ended June 30, 2026 increased by $6.9$15.6 million,million compared to the sameprior-year periodperiod. The increase was due to the absence of $19.0 million of restructuring and impairment charges incurred in 2025. OperatingThis profit benefited from favorable activity mix in Europe, whichbenefit was partially offset by $3.4 million of lower activity levels in the Middle East.East and North America.

Corporate expense increasedwere bysubstantially $11.3 million,unchanged compared to the prior-year period, primarily driven by an increase in share-based compensation expense.period.

Subsea - Subsea backlog of $15,800.4$15,833.2 million as of MarchJune 31,30, 2026 decreased by $71.3$38.5 million compared to December 31, 2025, and was composed of various subsea projects, including TotalEnergies Mozambique LNG and GranMorgu; bp Tiber, Kaskida and NEP; Equinor Raia and Johan Sverdrup Phase 3; Petrobras Mero 3 HISEP® and Global 24; Shell Orca; ExxonMobilEquinor HammerheadRaia; andVår WhiptailEnergi Ofelia & Gjøa Nord; ENI Coral North, Energean Katlan andNorth; Woodside Great Western Flank Phase 4.4, and Energean Katlan.

Surface Technologies - Order backlog for Surface Technologies as of MarchJune 31,30, 2026 decreased by $32.3$93.1 million compared to December 31, 2025. Surface Technologies’ backlog of $667.6$606.8 million as of MarchJune 31,30, 2026, was composed primarily of projects for customers in the Middle East, namely ADNOC and Saudi Aramco. The remaining backlog was composed of various projects in the rest of the world.

Net Cash - Net cash is a non-GAAP financial measure reflecting cash and cash equivalents, net of debt. Management uses this non-GAAP financial measure to evaluate our capital structure and financial leverage. We believe net cash is a meaningful financial measure that may assist investors in understanding our financial condition and recognizing underlying trends in our capital structure. Net cash should not be considered an alternative to, or more meaningful than, cash and cash equivalents as determined in accordance with U.S. GAAP or as an indicator of our operating performance or liquidity.

Operating cash flows - Operating activities provided $332.5$880.5 million and $441.7$785.9 million during the threesix months ended MarchJune 31,30, 2026 and,and 2025, respectively. The decreaseincrease of $109.2$94.6 million in cash from operating activities was primarily due to working capital timing differences, including vendor payments and cash collections, partially offsetdriven by higher net income and certain working capital timing benefits, partially offset by increases in trade receivables and contract assets and lower contract liability inflows in the threesix months ended MarchJune 31,30, 2026 compared to the same period in 2025.