000168145912/312026Q1false0.7510.7510.751xbrli:sharesiso4217:USDiso4217:USDxbrli:sharesxbrli:purefti:segmentfti:dealeriso4217:EURfti:trancheiso4217:GBPiso4217:NOKiso4217:AUDiso4217:BRLiso4217:MYRiso4217:SGDiso4217:CADfti:plan00016814592026-01-012026-03-3100016814592026-04-280001681459us-gaap:ServiceMember2026-01-012026-03-310001681459us-gaap:ServiceMember2025-01-012025-03-310001681459us-gaap:ProductMember2026-01-012026-03-310001681459us-gaap:ProductMember2025-01-012025-03-3100016814592025-01-012025-03-3100016814592026-03-3100016814592025-12-3100016814592024-12-3100016814592025-03-310001681459us-gaap:CommonStockMember2025-12-310001681459us-gaap:AdditionalPaidInCapitalMember2025-12-310001681459us-gaap:RetainedEarningsMember2025-12-310001681459us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001681459us-gaap:NoncontrollingInterestMember2025-12-310001681459us-gaap:RetainedEarningsMember2026-01-012026-03-310001681459us-gaap:NoncontrollingInterestMember2026-01-012026-03-310001681459us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001681459us-gaap:CommonStockMember2026-01-012026-03-310001681459us-gaap:AdditionalPaidInCapitalMember2026-01-012026-03-310001681459us-gaap:CommonStockMember2026-03-310001681459us-gaap:AdditionalPaidInCapitalMember2026-03-310001681459us-gaap:RetainedEarningsMember2026-03-310001681459us-gaap:AccumulatedOtherComprehensiveIncomeMember2026-03-310001681459us-gaap:NoncontrollingInterestMember2026-03-310001681459us-gaap:CommonStockMember2024-12-310001681459us-gaap:AdditionalPaidInCapitalMember2024-12-310001681459us-gaap:RetainedEarningsMember2024-12-310001681459us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001681459us-gaap:NoncontrollingInterestMember2024-12-310001681459us-gaap:RetainedEarningsMember2025-01-012025-03-310001681459us-gaap:NoncontrollingInterestMember2025-01-012025-03-310001681459us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001681459us-gaap:CommonStockMember2025-01-012025-03-310001681459us-gaap:AdditionalPaidInCapitalMember2025-01-012025-03-310001681459us-gaap:CommonStockMember2025-03-310001681459us-gaap:AdditionalPaidInCapitalMember2025-03-310001681459us-gaap:RetainedEarningsMember2025-03-310001681459us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-03-310001681459us-gaap:NoncontrollingInterestMember2025-03-310001681459srt:LatinAmericaMemberfti:SubseaMember2026-01-012026-03-310001681459srt:LatinAmericaMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459srt:LatinAmericaMemberfti:SubseaMember2025-01-012025-03-310001681459srt:LatinAmericaMemberfti:SurfaceTechnologiesMember2025-01-012025-03-310001681459fti:EuropeAndCentralAsiaMemberfti:SubseaMember2026-01-012026-03-310001681459fti:EuropeAndCentralAsiaMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459fti:EuropeAndCentralAsiaMemberfti:SubseaMember2025-01-012025-03-310001681459fti:EuropeAndCentralAsiaMemberfti:SurfaceTechnologiesMember2025-01-012025-03-310001681459srt:AfricaMemberfti:SubseaMember2026-01-012026-03-310001681459srt:AfricaMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459srt:AfricaMemberfti:SubseaMember2025-01-012025-03-310001681459srt:AfricaMemberfti:SurfaceTechnologiesMember2025-01-012025-03-310001681459srt:NorthAmericaMemberfti:SubseaMember2026-01-012026-03-310001681459srt:NorthAmericaMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459srt:NorthAmericaMemberfti:SubseaMember2025-01-012025-03-310001681459srt:NorthAmericaMemberfti:SurfaceTechnologiesMember2025-01-012025-03-310001681459srt:AsiaPacificMemberfti:SubseaMember2026-01-012026-03-310001681459srt:AsiaPacificMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459srt:AsiaPacificMemberfti:SubseaMember2025-01-012025-03-310001681459srt:AsiaPacificMemberfti:SurfaceTechnologiesMember2025-01-012025-03-310001681459us-gaap:MiddleEastMemberfti:SubseaMember2026-01-012026-03-310001681459us-gaap:MiddleEastMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459us-gaap:MiddleEastMemberfti:SubseaMember2025-01-012025-03-310001681459us-gaap:MiddleEastMemberfti:SurfaceTechnologiesMember2025-01-012025-03-310001681459fti:SubseaMember2026-01-012026-03-310001681459fti:SurfaceTechnologiesMember2026-01-012026-03-310001681459fti:SubseaMember2025-01-012025-03-310001681459fti:SurfaceTechnologiesMember2025-01-012025-03-310001681459us-gaap:ServiceMemberfti:SubseaMember2026-01-012026-03-310001681459us-gaap:ServiceMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459us-gaap:ServiceMemberfti:SubseaMember2025-01-012025-03-310001681459us-gaap:ServiceMemberfti:SurfaceTechnologiesMember2025-01-012025-03-310001681459us-gaap:ProductMemberfti:SubseaMember2026-01-012026-03-310001681459us-gaap:ProductMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459us-gaap:ProductMemberfti:SubseaMember2025-01-012025-03-310001681459us-gaap:ProductMemberfti:SurfaceTechnologiesMember2025-01-012025-03-3100016814592025-01-012025-12-3100016814592024-01-012024-12-3100016814592026-04-012026-03-3100016814592027-01-012026-03-310001681459fti:SubseaMember2026-04-012026-03-310001681459fti:SubseaMember2027-01-012026-03-310001681459fti:SubseaMember2028-01-012026-03-310001681459fti:SubseaMember2026-03-310001681459fti:SurfaceTechnologiesMember2026-04-012026-03-310001681459fti:SurfaceTechnologiesMember2027-01-012026-03-310001681459fti:SurfaceTechnologiesMember2028-01-012026-03-310001681459fti:SurfaceTechnologiesMember2026-03-3100016814592028-01-012026-03-310001681459us-gaap:OperatingSegmentsMemberfti:SubseaMember2026-01-012026-03-310001681459us-gaap:OperatingSegmentsMemberfti:SurfaceTechnologiesMember2026-01-012026-03-310001681459us-gaap:OperatingSegmentsMemberfti:SubseaMember2025-01-012025-03-310001681459us-gaap:OperatingSegmentsMemberfti:SurfaceTechnologiesMember2025-01-012025-03-310001681459us-gaap:CorporateNonSegmentMember2026-01-012026-03-310001681459us-gaap:CorporateNonSegmentMember2025-01-012025-03-310001681459us-gaap:OperatingSegmentsMemberfti:SubseaMember2026-03-310001681459us-gaap:OperatingSegmentsMemberfti:SubseaMember2025-12-310001681459us-gaap:OperatingSegmentsMemberfti:SurfaceTechnologiesMember2026-03-310001681459us-gaap:OperatingSegmentsMemberfti:SurfaceTechnologiesMember2025-12-310001681459us-gaap:OperatingSegmentsMember2026-03-310001681459us-gaap:OperatingSegmentsMember2025-12-310001681459us-gaap:CorporateNonSegmentMember2026-03-310001681459us-gaap:CorporateNonSegmentMember2025-12-310001681459us-gaap:OperatingSegmentsMember2026-01-012026-03-310001681459us-gaap:OperatingSegmentsMember2025-01-012025-03-310001681459fti:MoodysAa3Ba1RatingMember2026-03-310001681459fti:MoodysAa3Ba1RatingMember2025-12-310001681459fti:DofconBrasilASMemberfti:DOFSubseaMember2026-03-310001681459fti:DofconBrasilASMember2026-03-310001681459fti:TechdofBrasilASMemberfti:DofconBrasilASMember2026-03-310001681459fti:DofconNavegacaoMemberfti:DofconBrasilASMember2026-03-310001681459fti:DofconBrasilASMember2023-06-300001681459fti:DofconBrasilASMember2025-12-310001681459fti:NotesDue20274.00Memberus-gaap:UnsecuredDebtMember2025-12-310001681459fti:NotesDue20274.00Memberus-gaap:UnsecuredDebtMember2026-03-310001681459fti:NotesDue20324.00Memberus-gaap:UnsecuredDebtMember2026-03-310001681459fti:NotesDue20324.00Memberus-gaap:UnsecuredDebtMember2025-12-310001681459fti:Notesdue20333.75Memberus-gaap:UnsecuredDebtMember2025-12-310001681459fti:Notesdue20333.75Memberus-gaap:UnsecuredDebtMember2026-03-310001681459us-gaap:NotesPayableToBanksMember2026-03-310001681459us-gaap:NotesPayableToBanksMember2025-12-310001681459us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-02-160001681459us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2021-02-162021-02-160001681459us-gaap:RevolvingCreditFacilityMemberus-gaap:LetterOfCreditMember2021-02-160001681459us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-04-240001681459us-gaap:RevolvingCreditFacilityMemberus-gaap:LineOfCreditMember2023-04-242023-04-240001681459us-gaap:RevolvingCreditFacilityMemberus-gaap:LetterOfCreditMember2023-04-240001681459us-gaap:RevolvingCreditFacilityMemberus-gaap:LetterOfCreditMember2026-03-310001681459us-gaap:RevolvingCreditFacilityMemberfti:TermBenchmarkLoansMember2025-09-052025-09-050001681459us-gaap:RevolvingCreditFacilityMemberus-gaap:BaseRateMember2025-09-052025-09-050001681459fti:CommercialPaperDealerAgreementsMemberus-gaap:CommercialPaperMember2025-06-230001681459fti:CommercialPaperDealerAgreementsMemberus-gaap:CommercialPaperMember2025-06-232025-06-230001681459us-gaap:RevolvingCreditFacilityMemberfti:FiveYearSeniorSecuredPerformanceLettersOfCreditMemberus-gaap:LetterOfCreditMember2023-04-240001681459us-gaap:RevolvingCreditFacilityMemberfti:FiveYearSeniorSecuredPerformanceLettersOfCreditMemberus-gaap:LetterOfCreditMember2023-04-242023-04-240001681459us-gaap:UnsecuredDebtMember2013-10-310001681459fti:Notesdue20333.75Memberus-gaap:UnsecuredDebtMember2013-10-310001681459us-gaap:UnsecuredDebtMember2012-06-300001681459fti:NotesDue20274.00Memberus-gaap:UnsecuredDebtMember2012-06-300001681459fti:NotesDue20324.00Memberus-gaap:UnsecuredDebtMember2012-06-300001681459us-gaap:ForeignExchangeForwardMemberus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:EURus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:GBPus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:NOKus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:AUDus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:BRLus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:MYRus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:SGDus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:CADus-gaap:LongMember2026-03-310001681459us-gaap:ForeignExchangeForwardMemberus-gaap:ShortMember2026-03-310001681459us-gaap:ForeignExchangeForwardMembercurrency:USDus-gaap:ShortMember2026-03-310001681459us-gaap:EmbeddedDerivativeFinancialInstrumentsMembercurrency:BRLus-gaap:LongMember2026-03-310001681459us-gaap:EmbeddedDerivativeFinancialInstrumentsMembercurrency:EURus-gaap:ShortMember2026-03-310001681459us-gaap:EmbeddedDerivativeFinancialInstrumentsMembercurrency:NOKus-gaap:ShortMember2026-03-310001681459us-gaap:EmbeddedDerivativeFinancialInstrumentsMembercurrency:USDus-gaap:ShortMember2026-03-310001681459us-gaap:ForeignExchangeContractMemberfti:CurrentDerivativeFinancialInstrumentsMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001681459us-gaap:ForeignExchangeContractMemberfti:CurrentDerivativeFinancialInstrumentsMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001681459us-gaap:ForeignExchangeContractMemberfti:LongTermDerivativeFinancialInstrumentsMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001681459us-gaap:ForeignExchangeContractMemberfti:LongTermDerivativeFinancialInstrumentsMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001681459us-gaap:ForeignExchangeContractMemberfti:CurrentDerivativeFinancialInstrumentsMemberus-gaap:NondesignatedMember2026-03-310001681459us-gaap:ForeignExchangeContractMemberfti:CurrentDerivativeFinancialInstrumentsMemberus-gaap:NondesignatedMember2025-12-310001681459us-gaap:ForeignExchangeContractMemberfti:LongTermDerivativeFinancialInstrumentsMemberus-gaap:NondesignatedMember2026-03-310001681459us-gaap:ForeignExchangeContractMemberfti:LongTermDerivativeFinancialInstrumentsMemberus-gaap:NondesignatedMember2025-12-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:NondesignatedMember2025-12-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-12-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2026-01-012026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMember2025-01-012025-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ForeignExchangeContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberus-gaap:SalesMember2026-01-012026-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ForeignExchangeContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberus-gaap:CostOfSalesMember2026-01-012026-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ForeignExchangeContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2026-01-012026-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ForeignExchangeContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberus-gaap:SalesMember2025-01-012025-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ForeignExchangeContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberus-gaap:CostOfSalesMember2025-01-012025-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ForeignExchangeContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2025-01-012025-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:SalesMember2026-01-012026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:CostOfSalesMember2026-01-012026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2026-01-012026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:SalesMember2025-01-012025-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:CostOfSalesMember2025-01-012025-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CashFlowHedgingMemberus-gaap:OtherNonoperatingIncomeExpenseMember2025-01-012025-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:SalesMember2026-01-012026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CostOfSalesMember2026-01-012026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:OtherNonoperatingIncomeExpenseMember2026-01-012026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:SalesMember2025-01-012025-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:CostOfSalesMember2025-01-012025-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:OtherNonoperatingIncomeExpenseMember2025-01-012025-03-310001681459us-gaap:FairValueInputsLevel1Member2026-03-310001681459us-gaap:FairValueInputsLevel2Member2026-03-310001681459us-gaap:FairValueInputsLevel3Member2026-03-310001681459us-gaap:FairValueInputsLevel1Member2025-12-310001681459us-gaap:FairValueInputsLevel2Member2025-12-310001681459us-gaap:FairValueInputsLevel3Member2025-12-3100016814592026-02-1700016814592025-10-2200016814592022-07-012026-03-310001681459us-gaap:AccumulatedTranslationAdjustmentMember2025-12-310001681459us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-12-310001681459us-gaap:AociAttributableToNoncontrollingInterestMember2025-12-310001681459us-gaap:AccumulatedTranslationAdjustmentMember2026-01-012026-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-012026-03-310001681459us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-01-012026-03-310001681459us-gaap:AociAttributableToNoncontrollingInterestMember2026-01-012026-03-310001681459us-gaap:AccumulatedTranslationAdjustmentMember2026-03-310001681459us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-03-310001681459us-gaap:AociAttributableToNoncontrollingInterestMember2026-03-310001681459us-gaap:AccumulatedTranslationAdjustmentMember2024-12-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-12-310001681459us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2024-12-310001681459us-gaap:AociAttributableToNoncontrollingInterestMember2024-12-310001681459us-gaap:AccumulatedTranslationAdjustmentMember2025-01-012025-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-03-310001681459us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-01-012025-03-310001681459us-gaap:AociAttributableToNoncontrollingInterestMember2025-01-012025-03-310001681459us-gaap:AccumulatedTranslationAdjustmentMember2025-03-310001681459us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-03-310001681459us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-03-310001681459us-gaap:AociAttributableToNoncontrollingInterestMember2025-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberfti:ReleaseOfCumulativeTranslationAdjustmentLossAdjustmentAttributableToParentMember2026-01-012026-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberfti:ReleaseOfCumulativeTranslationAdjustmentLossAdjustmentAttributableToParentMember2025-01-012025-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2026-01-012026-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2025-01-012025-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2026-01-012026-03-310001681459us-gaap:ForeignExchangeContractMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:CashFlowHedgingMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2026-01-012026-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember2025-01-012025-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2026-01-012026-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember2025-01-012025-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2026-01-012026-03-310001681459us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember2025-01-012025-03-310001681459fti:TechnipFMCplcIncentiveAwardPlanMember2022-04-280001681459fti:ValueCreationPlanMemberfti:PerformanceShareUnitsMember2025-12-310001681459us-gaap:StructuredFinanceMember2026-03-310001681459us-gaap:StructuredFinanceMember2025-12-310001681459us-gaap:IndirectGuaranteeOfIndebtednessMember2026-01-012026-03-310001681459us-gaap:FinancialGuaranteeMember2026-03-310001681459us-gaap:PerformanceGuaranteeMember2026-03-310001681459fti:DOFSubseaMemberus-gaap:RelatedPartyMember2026-03-310001681459fti:DOFSubseaMemberus-gaap:RelatedPartyMember2025-12-310001681459us-gaap:ForeignPlanMemberus-gaap:PensionPlansDefinedBenefitMember2024-01-012024-12-310001681459us-gaap:SubsequentEventMember2026-04-282026-04-28

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
☒    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2026
or
☐    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____ to _____ .
Commission File Number: 001-37983
TechnipFMC plc
(Exact name of registrant as specified in its charter)
England and Wales98-1283037
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
One Subsea Lane
Houston, Texas
United States of America77044
(Address of principal executive offices)(Zip Code)
+1 281-591-4000
(Registrant’s telephone number, including area code)
______________________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Ordinary shares, $1.00 par value per shareFTINew York Stock Exchange
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer☒Accelerated filer☐
Non-accelerated filer☐Smaller reporting company☐
Emerging growth company☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
ClassOutstanding at April 28, 2026
Ordinary shares, $1.00 par value per share398,701,897



TABLE OF CONTENTS
Page
2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q of TechnipFMC plc (the “Company,” “we,” “us,” or “our”) contains “forward-looking statements” as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements usually relate to future events, market growth and recovery, growth of our New Energy business and anticipated revenues, earnings, cash flows, or other aspects of our operations or operating results. Forward-looking statements are often identified by the words “believe,” “expect,” “anticipate,” “plan,” “intend,” “foresee,” “should,” “would,” “could,” “may,” “estimate,” “outlook,” “commit,” “target,” and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. These forward-looking statements are based on our current expectations, beliefs, and assumptions concerning future developments and business conditions and their potential effect on us. While management believes these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate.
All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include those set forth in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and Part II, Item 1A “Risk Factors” and elsewhere in this Quarterly Report on Form 10-Q, including, unpredictable trends in the demand for and price of oil and natural gas; competition and unanticipated changes relating to competitive factors in our industry, including ongoing industry consolidation; our inability to develop, implement and protect new technologies and services and intellectual property related thereto; the cumulative loss of major contracts, customers, alliances, or business disruptions; disruptions in the political, regulatory, economic and social conditions, or public health crisis in the countries where we conduct business; the impact of our existing and future indebtedness; a downgrade in our debt rating; the risks caused by our acquisition and divestiture activities; additional costs or risks from increasing scrutiny and expectations regarding sustainability matters; uncertainties related to our investments, including those related to energy transition; the risks caused by fixed-price contracts; our failure to timely deliver our backlog; our reliance on subcontractors, suppliers and our joint venture partners; a failure or breach of our IT infrastructure or that of our subcontractors, suppliers or joint venture partners, including as a result of cyber-attacks; challenges with managing artificial intelligence, machine learning, and data science; risks of pirates and maritime conflicts endangering our maritime employees and assets; any delays and cost overruns of capital asset construction projects for vessels and manufacturing facilities; potential liabilities inherent in the industries in which we operate or have operated; our failure to comply with existing and future laws and regulations, including those related to environmental protection, climate change, health and safety, labor and employment, import/export controls, currency exchange, bribery and corruption, taxation, privacy, data protection and data security; uninsured claims and litigation against us; the additional restrictions on dividend payouts or share repurchases as an English public limited company; tax laws, treaties and regulations and any unfavorable findings by relevant tax authorities; significant changes or developments in U.S. or other national trade policies, including tariffs and the reactions of other countries thereto; potential departure of our key managers and employees; adverse seasonal, weather, and other climatic conditions; unfavorable currency exchange rates; risk in connection with our defined benefit pension plan commitments; and our inability to obtain sufficient bonding capacity for certain contracts. We caution you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events, or otherwise, except to the extent required by law.
3


PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended
March 31,
(In millions, except per share data)
20262025
Revenue
Service revenue$1,209.4 $1,304.0 
Product revenue1,207.2 868.2 
Lease revenue76.1 61.4 
Total revenue2,492.7 2,233.6 
Costs and expenses
Cost of service revenue1,005.2 1,090.4 
Cost of product revenue855.2 635.8 
Cost of lease revenue47.0 42.5 
Selling, general and administrative expense215.9 184.2 
Research and development expense17.8 19.1 
Restructuring, impairment and other expenses0.6 1.2 
Total costs and expenses2,141.7 1,973.2 
Other income (expense), net6.3 (29.6)
Income from equity affiliates (Note 9)4.5 9.4 
Income before net interest expense and income taxes361.8 240.2 
Interest income11.1 12.7 
Interest expense(17.1)(22.6)
Income before income taxes355.8 230.3 
Provision for income taxes (Note 13)95.9 87.0 
Net income 259.9 143.3 
Net (income) loss attributable to non-controlling interests0.6 (1.3)
Net income attributable to TechnipFMC plc$260.5 $142.0 
Earnings per share attributable to TechnipFMC plc
Basic$0.65 $0.34 
Diluted$0.64 $0.33 
Weighted average shares outstanding (Note 5)
Basic400.1 421.2
Diluted409.9 431.2

The accompanying notes are an integral part of the condensed consolidated financial statements.
4


TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
Three Months Ended
March 31,
(In millions)
20262025
Net income attributable to TechnipFMC plc$260.5 $142.0 
Net (income) loss attributable to non-controlling interests0.6 (1.3)
Net income attributable to TechnipFMC plc, including non-controlling interests259.9 143.3 
Foreign currency translation adjustments
Net unrealized gains (losses) arising during the period(4.7)90.1 
Foreign currency translation adjustments(a)
(4.7)90.1 
Net gains on hedging instruments
Net gains arising during the period40.2 59.2 
Reclassification adjustment for net (gains) losses included in net income(16.6)0.7 
Net gains on hedging instruments(b)
23.6 59.9 
Pension and other post-retirement benefits
Net losses arising during the period(9.8)(2.3)
Reclassification adjustment for amortization of prior service cost included in net income0.1 0.1 
Reclassification adjustment for amortization of net actuarial losses included in net income0.9 2.3 
Net pension and other post-retirement benefits(c)
(8.8)0.1 
Other comprehensive income, net of tax10.1 150.1 
Comprehensive income 270.0 293.4 
Comprehensive (income) loss attributable to non-controlling interest0.6 (1.4)
Comprehensive income attributable to TechnipFMC plc$270.6 $292.0 
(a)Net of income tax of nil for the three months ended March 31, 2026 and 2025.
(b)Net of income tax benefit of $14.8 million and $3.4 million for the three months ended March 31, 2026 and 2025, respectively.
(c)Net of income tax expense of $11.4 million and $0.7 million for the three months ended March 31, 2026 and 2025, respectively.

The accompanying notes are an integral part of the condensed consolidated financial statements.
5


TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(In millions, except par value data)March 31,
2026		December 31,
2025
Assets
Cash and cash equivalents$960.8 $1,031.9 
Trade receivables, net of allowances of $44.2 in 2026 and $45.3 in 2025
1,196.2 1,128.6 
Contract assets1,097.2 1,065.5 
Inventories, net (Note 7)1,224.0 1,153.0 
Derivative financial instruments (Note 11)316.5 442.1 
Income taxes receivable182.1 179.4 
Other current assets (Note 8)553.2 544.8 
Total current assets5,530.0 5,545.3 
Investments in equity affiliates (Note 9)236.0 231.1 
Property, plant and equipment, net of accumulated depreciation of $3,544.6 in 2026 and $3,543.3 in 2025
2,268.3 2,285.3 
Operating lease right-of-use assets747.8 773.5 
Finance lease right-of-use assets78.6 77.9 
Intangible assets, net of accumulated amortization of $825.4 in 2026 and $806.8 in 2025
402.8 425.7 
Deferred income taxes230.3 252.7 
Derivative financial instruments (Note 11)226.9 187.1 
Other assets365.4 339.6 
Total assets$10,086.1 $10,118.2 
Liabilities and equity
Short-term debt and current portion of long-term debt (Note 10)$36.4 $34.3 
Operating lease liabilities149.3 146.7 
Finance lease liabilities32.4 31.0 
Accounts payable, trade1,318.2 1,179.8 
Contract liabilities2,156.9 2,148.9 
Derivative financial instruments (Note 11)268.0 358.3 
Income taxes payable155.7 142.1 
Other current liabilities (Note 8)788.0 873.7 
Total current liabilities4,904.9 4,914.8 
Long-term debt, less current portion (Note 10)384.0 395.7 
Operating lease liabilities, less current portion642.5 673.7 
Financing lease liabilities, less current portion59.5 61.2 
Deferred income taxes121.5 100.8 
Derivative financial instruments (Note 11)248.5 202.4 
Other liabilities354.4 364.3 
Total liabilities6,715.3 6,712.9 
Commitments and contingent liabilities (Note 17)
Stockholders’ equity (Note 14)
Ordinary shares, $1.00 par value; 618.3 shares authorized in 2026 and 2025; 398.7 shares and 400.7 shares issued and outstanding in 2026 and 2025, respectively
398.7 400.7 
Capital in excess of par value of ordinary shares8,008.8 8,081.9 
Accumulated deficit(3,697.3)(3,761.4)
Accumulated other comprehensive loss(1,347.3)(1,357.4)
Total TechnipFMC plc stockholders’ equity3,362.9 3,363.8 
Non-controlling interests7.9 41.5 
Total equity3,370.8 3,405.3 
Total liabilities and equity$10,086.1 $10,118.2 

The accompanying notes are an integral part of the condensed consolidated financial statements.
6


TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
Three Months Ended March 31,
(In millions)
20262025
Cash provided by operating activities
Net income$259.9 $143.3 
Adjustments to reconcile net income to cash provided by operating activities
Depreciation and amortization103.6 102.4 
Employee benefit plan and share-based compensation costs57.8 17.7 
Deferred income tax provision, net47.3 12.5 
Income from equity affiliates, net of dividends received(4.5)(8.6)
Changes in operating assets and liabilities
Trade receivables, net and Contract assets(122.6)88.1 
Inventories, net(63.7)(76.3)
Accounts payable, trade148.4 33.2 
Contract liabilities(2.3)121.2 
Income taxes (receivable) payable, net(15.8)19.5 
Other current assets and liabilities, net(42.0)(26.3)
Other operating activities(33.6)15.0 
Cash provided by operating activities332.5 441.7 
Cash required by investing activities
Capital expenditures(55.6)(61.8)
Other investing activities2.0 3.6 
Cash required by investing activities(53.6)(58.2)
Cash required by financing activities
Repayment of debt obligations(4.5)(11.2)
Share repurchases
(264.8)(250.1)
Dividends paid(19.9)(21.0)
Payments related to taxes withheld on share-based compensation(76.5)(62.2)
Other financing activities14.8 (21.4)
Cash required by financing activities(350.9)(365.9)
Effect of changes in foreign exchange rates on cash and cash equivalents0.9 11.5 
Change in cash and cash equivalents(71.1)29.1 
Cash and cash equivalents, beginning of period1,031.9 1,157.7 
Cash and cash equivalents, end of period$960.8 $1,186.8 

The accompanying notes are an integral part of the condensed consolidated financial statements.
7


TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)
THREE MONTHS ENDED MARCH 31, 2026 and 2025
(In millions)Ordinary SharesCapital in
Excess of Par
Value of
Ordinary Shares		Accumulated DeficitAccumulated Other Comprehensive Income (Loss)Non-controlling
Interest		Total
Stockholders’
Equity
Balance as of December 31, 2025$400.7 $8,081.9 $(3,761.4)$(1,357.4)$41.5 $3,405.3 
Net income (loss)— — 260.5 — (0.6)259.9 
Other comprehensive income— — — 10.1 — 10.1 
Issuance of ordinary shares, net of shares withheld for tax2.2 (78.7)— — — (76.5)
Share-based compensation— 55.5 — — — 55.5 
Shares repurchased and cancelled(4.3)(86.7)(173.8)— — (264.8)
Proceeds from exercise of stock options0.1 3.5 — — — 3.6 
Dividends declared and paid— — (19.9)— — (19.9)
Other— 33.3 (2.7)— (33.0)(2.4)
Balance as of March 31, 2026$398.7 $8,008.8 $(3,697.3)$(1,347.3)$7.9 $3,370.8 
Balance as of December 31, 2024$423.0 $8,653.4 $(4,309.8)$(1,672.8)$44.6 $3,138.4 
Net income— — 142.0 — 1.3 143.3 
Other comprehensive income— — 150.0 0.1 150.1 
Issuance of ordinary shares, net of shares withheld for tax4.9 (67.1)— — — (62.2)
Share-based compensation — 14.1 — — — 14.1 
Shares repurchased and cancelled(8.9)(182.6)(58.6)— — (250.1)
Proceeds from exercise of stock options— 2.0 — — — 2.0 
Dividends declared and paid— — (21.0)— — (21.0)
Other— (0.1)2.6 — (0.1)2.4 
Balance as of March 31, 2025$419.0 $8,419.7 $(4,244.8)$(1,522.8)$45.9 $3,117.0 

The accompanying notes are an integral part of the condensed consolidated financial statements.
8


TECHNIPFMC PLC AND CONSOLIDATED SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited condensed consolidated financial statements of TechnipFMC plc and its consolidated subsidiaries (“TechnipFMC,” the “Company,” “we,” “us,” or “our”) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) and the rules and regulations of the Securities and Exchange Commission (“SEC”) pertaining to interim financial information. As permitted under those rules, certain footnotes or other financial information that are normally required by GAAP have been condensed or omitted. These unaudited condensed consolidated financial statements should be read together with our audited consolidated financial statements contained in our Annual Report on Form 10-K (“Form 10-K”) for the year ended December 31, 2025.
Our accounting policies are in accordance with GAAP. The preparation of financial statements in conformity with these accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Ultimate results could differ from our estimates.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments necessary for a fair statement of our financial condition and operating results as of and for the periods presented. Revenue, expenses, assets, and liabilities can vary during each quarter of the year. Therefore, the results and trends in these condensed consolidated financial statements may not be representative of the results that may be expected for the year ending December 31, 2026.
Certain prior period amounts have been reclassified to conform to the current period’s presentation.
NOTE 2. NEW ACCOUNTING STANDARDS
Recently Issued Accounting Standards under GAAP
In November 2024, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Updated (“ASU”) 2024-03, “Disaggregation of Income Statement Expenses,” which requires public business entities to provide disaggregated disclosures of income statement expenses in the footnotes. This includes detailed breakdowns of expenses such as purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. The new guidance is effective for annual reporting in 2027 and interim reporting in 2028 and is to be applied prospectively, with retrospective application permitted. We are currently evaluating the impact of this standard on the related disclosures.

In December 2025, the FASB issued ASU 2025‑09, Hedge Accounting Improvements, which provides targeted enhancements to the hedge accounting guidance in Accounting Standards Codification (“ASC”) 815. The amendments are intended to improve clarity and operability of hedge designation, effectiveness assessments, and presentation. The standard is effective for annual and interim periods beginning in 2027. We are currently evaluating the impact of this guidance on our consolidated financial statements and disclosures.
In December 2025, the FASB issued ASU 2025‑11, which updates ASC 270 to clarify its scope and enhance the structure of interim reporting requirements. The amendments include a consolidated listing of required interim disclosures and introduce a principle requiring disclosure of events occurring after year‑end that materially affect the entity. The amendments are effective for interim periods beginning in 2028. We are assessing the effects of this guidance on our interim reporting processes and disclosures.
In December 2025, the FASB issued ASU 2025‑12, Codification Improvements, as part of its ongoing project to clarify and correct various areas of U.S. GAAP. The amendments span multiple Topics and include clarifications related to diluted earnings per share, lease receivable disclosures, and transfers of receivables, among others. These changes are not expected to significantly affect current accounting practices. Effective dates vary depending on the underlying Topic. We do not expect this ASU to have a material impact on our financial statements, but we will continue to monitor its applicability as the effective dates approach.
9


We assessed ASUs and disclosure requirements not listed above and determined that they either were not applicable or were not expected to have a material impact on our financial statements.
NOTE 3. REVENUE
The majority of our revenue is from long-term contracts associated with designing and manufacturing products and systems and providing services to customers involved in the exploration and production of oil and natural gas.
Disaggregation of Revenue
Revenues are disaggregated by geographic location and contract types. Revenue by geography for the three months ended March 31, 2026 and 2025 was as follows:

Reportable Segments
Three Months Ended
March 31, 2026March 31, 2025
(In millions)SubseaSurface TechnologiesSubseaSurface Technologies
Latin America$880.8 $18.8 $628.3 $20.6 
Europe and Central Asia447.7 29.6 481.7 28.3 
Africa402.8 10.6 252.0 7.5 
North America280.4 114.9 291.3 116.3 
Asia Pacific137.2 20.1 250.5 22.7 
Middle East59.5 90.3 32.4 102.0 
Total revenue$2,208.4 $284.3 $1,936.2 $297.4 
Revenue by contract type for the three months ended March 31, 2026 and 2025 was as follows:
Reportable Segments
Three Months Ended
March 31, 2026March 31, 2025
(In millions)SubseaSurface TechnologiesSubseaSurface Technologies
Services$1,146.2 $63.2 $1,239.9 $64.1 
Products1,033.0 174.2 678.5 189.7 
Lease29.2 46.9 17.8 43.6 
Total revenue$2,208.4 $284.3 $1,936.2 $297.4 
Contract Balances
The timing of revenue recognition, billings, and cash collections results in billed accounts receivable, costs, and estimated earnings in excess of billings on uncompleted contracts (contract assets), and billings in excess of costs and estimated earnings on uncompleted contracts (contract liabilities) in the condensed consolidated balance sheets. Any expected contract losses are recorded in the period in which they become probable.
Contract Assets - Contract assets include unbilled amounts typically resulting from sales under long-term contracts when revenue is recognized over time and revenue recognized exceeds the amount billed to the customer, and right to payment is not just subject to the passage of time. Amounts may not exceed their net realizable value. Costs and estimated earnings in excess of billings on uncompleted contracts are generally classified as current.
Contract Liabilities - We sometimes receive advances or deposits from our customers, before revenue is recognized, resulting in contract liabilities.
10


The following table provides information about net contract liabilities as of March 31, 2026 and December 31, 2025:
(In millions)March 31,
2026		December 31,
2025
Contract assets$1,097.2 $1,065.5 
Contract liabilities(2,156.9)(2,148.9)
Net contract liabilities$(1,059.7)$(1,083.4)
The increase in our contract assets from December 31, 2025 to March 31, 2026 was primarily due to the timing of project milestones.
The increase in our contract liabilities was primarily driven from an overall portfolio mix enabling client cash payments in advance.
In order to determine revenue recognized in the period from contract liabilities, we first allocate revenue to the individual contract liability balance outstanding at the beginning of the period until the revenue exceeds that balance. Any subsequent revenue we recognize increases the contract asset balance. Revenue recognized for the
three months ended March 31, 2026 and 2025 that was included in the contract liabilities balance as of December 31, 2025 and 2024 was $456.4 million and $609.2 million, respectively.
Net revenue recognized from our performance obligations satisfied or partially satisfied in previous periods had a favorable impact of $58.2 million and $19.4 million for the three months ended March 31, 2026 and 2025, respectively.
For the three months ended March 31, 2026 and 2025, there were no projects with an individually material impact.
Transaction Price Allocated to the Remaining Unsatisfied Performance Obligations
Remaining unsatisfied performance obligations (“RUPO”) represent the portion of the transaction price allocated to performance obligations that are unsatisfied or partially unsatisfied as of the reporting date and reflect only the contract term for which the Company has present enforceable rights and obligations. As of March 31, 2026, RUPO was $16.5 billion. TechnipFMC expects to recognize revenue on approximately 33.6% of this amount during the remainder of 2026 and 66.4% thereafter.
The following table details the RUPO for each business segment as of March 31, 2026:
(In millions)20262027ThereafterTotal
Subsea$5,218.8 $4,679.7 $5,901.9 $15,800.4 
Surface Technologies315.0 156.4 196.2 667.6 
Total remaining unsatisfied performance obligations$5,533.8 $4,836.1 $6,098.1 $16,468.0 
NOTE 4. BUSINESS SEGMENTS
Management’s determination of our reporting segments was made on the basis of our strategic priorities within each segment and the differences in the products and services we provide, which corresponds to the manner in which our Chair and Chief Executive Officer, as our chief operating decision maker, reviews and evaluates operating performance and allocates resources. We operate under two reporting segments, Subsea and Surface Technologies.
•Subsea - designs and manufactures products and systems, performs engineering, procurement, and project management, and provides services used by oil and natural gas companies involved in offshore exploration and production of oil and natural gas.
•Surface Technologies - designs, manufactures, and supplies technologically advanced wellhead systems and pressure control products used in well completion and stimulation activities for oilfield service companies. We also provide installation, flowback and other services for exploration and production companies.
11


Segment operating profit is defined as total segment revenue less segment operating expenses. Income from equity method investments is included in segment operating profit. The following items have been excluded in computing segment operating profit: corporate staff expense, foreign exchange gains (losses), net interest income (expense), and income taxes.
Information by business segment
The following presents financial information on our business segments:
Three Months Ended March 31,
20262025
SubseaSurface TechnologiesTotalSubseaSurface TechnologiesTotal
(In millions)
Revenue$2,208.4 $284.3 $2,492.7 $1,936.2 $297.4 $2,233.6 
Less:
Cost of sales(a)
1,694.3 222.6 1,539.9 236.6 
Other segment items(b)
165.1 24.6 148.4 30.6 
Operating profit $349.0 $37.1 $247.9 $30.2 
(a)These significant expenses are easily computable from profit measures that are regularly provided to the chief operating decision maker.
(b)Other segment items include selling, general and administrative expense, research and development expense, income from equity affiliates and restructuring, impairment and other expenses.

The following is a reconciliation of total segment operating profit to Net income attributable to TechnipFMC:
Three Months Ended
March 31,
(In millions)20262025
Subsea$349.0 $247.9 
Surface Technologies37.1 30.2 
Total segment operating profit$386.1 278.1
Corporate items
Corporate expense(a)
(37.1)(25.8)
Net interest expense(6.0)(9.9)
Foreign exchange gain (loss), net12.8 (12.1)
Total corporate items(30.3)(47.8)
Income before income taxes(b)
$355.8 $230.3 
(a)Corporate expense primarily includes corporate staff expenses, share-based compensation expenses, and other employee benefits.
(b)Includes amounts attributable to non-controlling interests.
Segment assets were as follows:
(In millions)March 31, 2026December 31, 2025
Segment assets
Subsea$7,160.7 $6,900.3 
Surface Technologies1,188.9 1,145.6 
Total segment assets8,349.6 8,045.9 
Corporate (a)
1,736.5 2,072.3 
Total assets$10,086.1 $10,118.2 
(a)Corporate includes cash, deferred income tax balances, property, plant and equipment, intangible assets, assets not associated with a specific segment, and the fair value of derivative financial instruments.
12


Other business segment information is as follows:
Capital ExpendituresDepreciation and
Amortization		Research and
Development Expense
 Three Months Ended March 31,
(In millions)202620252026202520262025
Subsea$45.2 $51.6 $91.8 $86.5 $16.7 $18.3 
Surface Technologies7.9 6.8 11.7 15.7 1.1 0.8 
Subtotal53.1 58.4 103.5 102.2 17.8 19.1 
Corporate2.5 3.4 0.1 0.2 — — 
Total$55.6 $61.8 $103.6 $102.4 $17.8 $19.1 

NOTE 5. EARNINGS PER SHARE
The following table reconciles the number of shares used in the calculation of basic and diluted earnings per share:
Three Months Ended
March 31,
(In millions)20262025
Net income attributable to TechnipFMC plc$260.5 $142.0 
Weighted average number of shares outstanding400.1 421.2 
Dilutive effect of awards granted under our stock incentive plans9.8 10.0 
Total shares and dilutive securities409.9 431.2 
For the three months ended March 31, 2026 and 2025, 0.2 million and nil shares were excluded from the calculation of diluted weighted average number of shares, because their effect would be anti-dilutive.
NOTE 6. RECEIVABLES
We manage our receivables portfolios using published default risk as a key credit quality indicator for our loans and receivables. Our loans receivables and other are related to a loan converted from dividend receivable from an equity investment, sales of long-lived assets or businesses, loans to related parties for capital expenditure purposes, or security deposits for lease arrangements.
The table below summarizes the amortized cost basis of financial assets by years of origination and credit quality.
March 31, 2026December 31, 2025
(In millions)Credit ratingYear of originationBalanceCredit ratingYear of originationBalance
Loans receivables and otherMoody’s rating Aa3 - Ba12022-2025$128.0 Moody’s rating Aa3 - Ba12022-2025$129.1 
Total financial assets$128.0 $129.1 
Credit Losses
For contract assets and trade receivables, we have elected to calculate an expected credit loss based on loss rates from historical data. We develop loss-rate statistics on the basis of the amount written-off over the life of the financial assets and contract assets and adjust these historical credit loss trends for forward-looking factors specific to the debtors and the economic environment to determine lifetime expected losses.
For loans receivables and other securities at amortized cost, we evaluate whether these securities are considered to have low credit risk at the reporting date using available, reasonable, and supportable information.
13


The table below shows the roll-forward of allowance for credit losses for trade receivables as of March 31, 2026 and 2025, respectively.
(In millions)20262025
Allowance for credit losses at January 1,$45.3 $43.4 
Current period provision (release) for expected credit losses(1.1)6.8 
Recoveries— $(0.2)
Allowance for credit losses at March 31,$44.2 $50.0 
Trade receivables are due in one year or less. Certain financial assets were past due as of the reporting date; however, none were on non-accrual status, and the related credit risk is reflected in the allowance for expected credit losses.
NOTE 7. INVENTORIES
Inventories consisted of the following:
(In millions)March 31,
2026		December 31,
2025
Raw materials$452.8 $414.6 
Work in process224.1 212.6 
Finished goods547.1 525.8 
Inventories, net$1,224.0 $1,153.0 
NOTE 8. OTHER CURRENT ASSETS & OTHER CURRENT LIABILITIES
Other current assets consisted of the following:
(In millions)March 31,
2026		December 31,
2025
Value-added tax receivables$210.8 $228.1 
Advances paid to suppliers140.6 112.1 
Prepaid expenses108.8 98.5 
Withholding tax and other receivables68.5 78.3 
Other24.5 27.8 
Total other current assets$553.2 $544.8 
Other current liabilities consisted of the following:
(In millions)March 31,
2026		December 31,
2025
Accrued payroll$206.9 $202.1 
Social security and payroll taxes114.3 103.7 
Warranty accruals and project contingencies81.1 82.6 
Value-added tax and other taxes payable58.5 53.7 
Legal provisions56.9 59.1 
Consideration payable55.3 55.6 
Provisions for operational commitments52.5 59.6 
Compensation accrual48.9 159.3 
Other accrued liabilities113.6 98.0 
Total other current liabilities$788.0 $873.7 
14


NOTE 9. INVESTMENTS
Our income from equity affiliates is included in our Subsea segment. During the three months ended March 31, 2026 and 2025, our income from equity affiliates was $4.5 million and $9.4 million, respectively.
Our major equity method investment is as follows:
Dofcon Brasil AS - is an affiliated company in the form of a joint venture between TechnipFMC and DOF Subsea (“DOF”) and was founded in 2006. The joint venture is composed of three legal entities: Dofcon Brasil AS, Techdof Brasil AS, and Dofcon Navegacao Ltda. Dofcon Brasil AS is the joint venture holding company and is owned 50% by DOF and 50% by TechnipFMC. Dofcon Brasil AS owns 100% of both Dofcon Navegacao Ltda. and Techdof Brasil AS. All joint venture entities are collectively referred to as “Dofcon.” Dofcon provides Pipe-Laying Support Vessels for work in oil and natural gas fields offshore Brazil. We have accounted for our 50% investment using the equity method of accounting.
In June 2023, Dofcon Brasil AS declared a $170.0 million dividend to its joint venture partners. In December 2023, the joint venture partners agreed to convert their outstanding dividend receivable into a long-term loan receivable from Dofcon. As a result of this conversion, our 50% share has a due date of June 26, 2028 and is included as a long-term loan receivable in other assets on our condensed consolidated balance sheets as of March 31, 2026 and December 31, 2025.
Dofcon Navegacao Ltda. and Techdof Brasil AS have debts related to loans on their vessels. TechnipFMC and DOF Subsea provide guarantees for the debts, and our share of the guarantees was $245.2 million as of March 31, 2026.
NOTE 10. DEBT
Overview
Debt consisted of the following:
(In millions)March 31,
2026		December 31,
2025
4.00% 2012 Private Placement Notes due 2027
$86.3 $88.1 
4.00% 2012 Private Placement Notes due 2032
115.0 117.3 
3.75% 2013 Private Placement Notes due 2033
115.0 117.3 
Bank borrowings and other107.7 111.0 
Unamortized debt issuance costs and discounts(3.6)(3.7)
Total debt$420.4 $430.0 
Less: Short-term debt and current portion of long-term debt36.4 34.3 
Long-term debt$384.0 $395.7 
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”).
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 to five years from the 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.
15


Availability of borrowings under the Credit Agreement is reduced by outstanding commercial paper and letters of credit issued against the facility. As of March 31, 2026, there were no 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 the 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”) with two 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.

During 2024, S&P Global Ratings (“S&P”) upgraded TechnipFMC to investment grade, raising its rating to ‘BBB-’ from ‘BB+’ for the issuer credit and 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.
As of March 31, 2026, TechnipFMC was in compliance with all debt covenants.
Private Placement Notes
2013 Issuances:
In October 2013, we completed the private placement of €355.0 million aggregate principal amount of senior notes issued in three tranches. During 2023, we repaid the outstanding balance of the Tranche B & C 2023 Notes. The Tranche A 2033 Notes were issued at €100.0 million, bear interest at a rate of 3.75%, and mature in October 2033. Interest is paid annually in arrears. The outstanding balance at March 31, 2026, was $115.0 million.
16


2012 Issuances:
In June 2012, we completed the private placement of €325.0 million aggregate principal amount of notes. The notes were issued in three tranches. During 2022, we repaid the outstanding balance of The Tranche A 2022 Notes. The Tranche B 2027 Notes were issued at €75.0 million, bear interest at a rate of 4.0%, and mature in June 2027. The Tranche C 2032 Notes were issued at €100.0 million, bear interest at a rate of 4.0%, and mature in June 2032. Interest is payable annually in arrears.
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.
Bank borrowings - Include term loans issued in connection with financing for certain of our vessels and amounts outstanding under our foreign committed credit lines.
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 11. DERIVATIVE FINANCIAL INSTRUMENTS
For purposes of mitigating the effect of changes in exchange rates, we hold derivative financial instruments to hedge the risks of certain identifiable and anticipated transactions and recorded assets and liabilities in our condensed consolidated balance sheets. The types of risks hedged are those relating to the variability of future earnings and cash flows caused by movements in foreign currency exchange rates. Our policy is to hold derivatives only for the purpose of hedging risks associated with anticipated foreign currency purchases and sales created in the normal course of business.
Generally, we enter into hedging relationships such that changes in the fair values or cash flows of the transactions being hedged are expected to be offset by corresponding changes in the fair value of the derivatives. For derivative instruments that qualify as a cash flow hedge, the effective portion of the gain or loss of the derivative, which does not include the time value component of a forward currency rate, is reported as a component of other comprehensive income (loss) (“OCI”) and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. For derivative instruments not designated as hedging instruments, any change in the fair value of those instruments is reflected in earnings in the period such change occurs.
17


We hold the following types of derivative instruments:
Foreign exchange rate forward contracts - The purpose of these instruments is to hedge the risk of changes in future cash flows of anticipated purchase or sale commitments denominated in foreign currencies and recorded assets and liabilities in our condensed consolidated balance sheets. As of March 31, 2026, we held the following material net positions:
Net Notional Amount
Bought (Sold)
(In millions)USD Equivalent
Euro1,243.3 1,430.3 
British pound969.0 1,282.7 
Norwegian Krone8,682.9 891.1 
Australian dollar442.9 304.6 
Brazilian real1,208.1 231.0 
Malaysian Ringgit376.8 93.1 
Singapore dollar62.5 48.5 
Canadian dollar(70.6)(50.6)
U.S. dollar(4,285.0)(4,285.0)
Foreign exchange rate instruments embedded in purchase and sale contracts - The purpose of these instruments is to match offsetting currency payments and receipts for particular projects or comply with government restrictions on the currency used to purchase goods in certain countries. As of March 31, 2026, our portfolio of these instruments included the following material net positions:
Net Notional Amount
Bought (Sold)
(In millions)USD Equivalent
Brazilian real69.0 13.2 
Euro(8.5)(9.8)
Norwegian krone(10.4)(1.1)
U.S. dollar0.9 0.9 
Fair value amounts for all outstanding derivative instruments have been determined using available market information and commonly accepted valuation methodologies. See Note 12 for further details. Accordingly, the estimates presented may not be indicative of the amounts we would realize in a current market exchange and may not be indicative of the gains or losses we may ultimately incur when these contracts are settled.
The following table presents the location and fair value amounts of derivative instruments reported in the condensed consolidated balance sheets:
March 31, 2026December 31, 2025
(In millions)AssetsLiabilitiesAssetsLiabilities
Derivatives designated as hedging instruments
Foreign exchange contracts
Current - Derivative financial instruments$307.5 $239.7 $404.4 $354.7 
Long-term - Derivative financial instruments226.4 248.5 179.2 202.4 
Total derivatives designated as hedging instruments533.9 488.2 583.6 557.1 
Derivatives not designated as hedging instruments
Foreign exchange contracts
Current - Derivative financial instruments$9.0 $28.3 $37.7 $3.6 
Long-term - Derivative financial instruments0.5 — 7.9 — 
Total derivatives not designated as hedging instruments9.5 28.3 45.6 3.6 
Total derivatives$543.4 $516.5 $629.2 $560.7 
18


Cash flow hedges of forecasted transactions, net of tax, which qualify for hedge accounting, resulted in accumulated other comprehensive losses of $20.4 million and $44.0 million, respectively, as of March 31, 2026 and December 31, 2025. We expect to transfer an approximate $47.4 million loss from accumulated OCI to earnings during the next 12 months when the anticipated transactions actually occur. All anticipated transactions currently being hedged are expected to occur by the first half of 2029.
The following table presents the gains recognized in OCI related to derivative instruments designated as cash flow hedges:
Gain Recognized in OCI
Three Months Ended March 31,
(In millions)20262025
Foreign exchange contracts$27.3 $57.2 
The following table represents the effect of cash flow hedge accounting in the condensed consolidated statements of income for the three months ended March 31, 2026 and 2025:
(In millions)Three Months Ended March 31, 2026Three Months Ended March 31, 2025
Total amount of income (expense) presented in the condensed consolidated statements of income associated with hedges and derivativesRevenueCost of salesOther income (expense), netRevenueCost of salesOther income (expense), net
Amounts reclassified from accumulated OCI to income (loss)$0.3 $18.6 $(0.4)$(8.8)$12.5 $(3.0)
Amounts excluded from effectiveness testing15.1 (20.3)5.8 2.2 4.0 (11.0)
Total cash flow hedge gain (loss) recognized in income15.4 (1.7)5.4 (6.6)16.5 (14.0)
Gain (loss) recognized in income on derivatives not designated as hedging instruments1.5 (16.6)6.1 (1.2)0.1 18.7 
Total(a)
$16.9 $(18.3)$11.5 $(7.8)$16.6 $4.7 
(a) The total effect of cash flow hedge accounting on selling, general and administrative expense is not material for the three months ended March 31, 2026 and 2025.

Balance Sheet Offsetting - We execute derivative contracts with counterparties that consent to a master netting agreement, which permits net settlement of the gross derivative assets against gross derivative liabilities. Each instrument is accounted for individually, and assets and liabilities are not offset. As of March 31, 2026 and December 31, 2025, we had no collateralized derivative contracts. The following tables present both gross and net information of recognized derivative instruments:
March 31, 2026December 31, 2025
(In millions)Gross Amount RecognizedGross Amounts Not Offset, Permitted Under Master Netting AgreementsNet AmountGross Amount RecognizedGross Amounts Not Offset, Permitted Under Master Netting AgreementsNet Amount
Derivative assets$543.4 $(268.2)$275.2 $629.2 $(227.1)$402.1 
Derivative liabilities$516.5 $(268.2)$248.3 $560.7 $(227.1)$333.6 

19


NOTE 12. FAIR VALUE MEASUREMENTS
Assets and liabilities measured at fair value on a recurring basis were as follows:
March 31, 2026December 31, 2025
(In millions)TotalLevel 1Level 2Level 3TotalLevel 1Level 2Level 3
Assets
Investments
Equity securities$33.2 $33.2 $— $— $32.5 $32.5 $— $— 
Money market and stable value funds4.5 — 3.6 — 3.6 — 3.1 — 
Derivative financial instruments
Foreign exchange contracts543.4 — 543.4 — 629.2 — 629.2 — 
Total assets$581.1 $33.2 $547.0 $— $665.3 $32.5 $632.3 $— 
Liabilities
Derivative financial instruments
Foreign exchange contracts516.5 — 516.5 — 560.7 — 560.7 — 
Total liabilities$516.5 $— $516.5 $— $560.7 $— $560.7 $— 
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 and senior notes was $288.9 million and $296.4 million as of March 31, 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
20


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 three months ended March 31, 2026 and 2025 was $95.9 million and $87.0 million, respectively, resulting in effective tax rates of 27.0% and 37.8%, respectively. The decrease in effective tax rate is primarily due to nonrecurring accruals related to uncertain tax positions and taxes on undistributed earnings recorded in March 2025.
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 United Kingdom earnings. In particular, earnings in jurisdictions with higher statutory tax rates may increase our overall effective tax rate.
NOTE 14. STOCKHOLDERS’ EQUITY
On February 17, 2026, the Company announced that its Board of Directors authorized and declared a quarterly cash dividend of $0.05 per share, payable on April 1, 2026 to shareholders and represents $0.20 per share on an annualized basis. The cash dividends paid during the three months ended March 31, 2026 and 2025 were $19.9 million and $21.0 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 $264.8 million and $250.1 million ordinary shares during the three months ended March 31, 2026 and 2025, respectively.
Based upon the remaining repurchase authority of $1.9 billion and the closing stock price as of March 31, 2026, approximately 27.6 million ordinary shares could be subject to repurchase. Since the initial share repurchase authorization in July 2022, we have purchased an aggregate amount of $1.9 billion of ordinary shares through March 31, 2026. All repurchased shares were immediately cancelled.

21


Accumulated other comprehensive loss for the three months ended March 31, 2026 and 2025 consisted of the following:
(In millions)Foreign Currency
Translation		HedgingDefined Pension 
and Other
Post-Retirement
Benefits		Accumulated Other
Comprehensive 
Loss Attributable to
TechnipFMC plc		Accumulated Other
Comprehensive
Loss Attributable
to Non-Controlling Interest
December 31, 2025$(1,176.4)$(44.0)$(137.0)$(1,357.4)$(5.9)
Other comprehensive income (loss) before reclassifications, net of tax(4.7)40.2 (9.8)25.7 — 
Reclassification adjustment for net (gains) losses included in net income, net of tax— (16.6)1.0 (15.6)— 
Other comprehensive income (loss), net of tax(4.7)23.6 (8.8)10.1 — 
March 31, 2026$(1,181.1)$(20.4)$(145.8)$(1,347.3)$(5.9)
December 31, 2024$(1,386.3)$(131.6)$(154.9)$(1,672.8)$(6.2)
Other comprehensive income (loss) before reclassifications, net of tax90.0 59.2 (2.3)146.9 0.1 
Reclassification adjustment for net losses included in net income, net of tax— 0.7 2.4 3.1 — 
Other comprehensive income, net of tax90.0 59.9 0.1 150.0 0.1 
March 31, 2025$(1,296.3)$(71.7)$(154.8)$(1,522.8)$(6.1)
Reclassifications out of accumulated other comprehensive loss consisted of the following:
Three Months Ended
March 31,
(In millions)20262025
Details about Accumulated Other Comprehensive Loss ComponentsAmount Reclassified out of Accumulated Other Comprehensive LossAffected Line Item in the Condensed Consolidated Statements of Income
Gains (losses) on foreign currency translation
Release of CTA income (loss)$— $— Other income (expense), net
$— $— 
Gains (losses) on hedging instruments
Foreign exchange contracts$0.3 $(8.8)Revenue
18.6 12.5 Cost of sales
(0.4)(3.0)Other income (expense), net
18.5 0.7 
1.9 1.4 Provision for income taxes
$16.6 $(0.7)
Pension and other post-retirement benefits
Amortization of prior service cost$(0.1)$(0.1)
Other income (expense), net(a)
Amortization of net actuarial loss(1.1)(3.0)
Other income (expense), net(a)
(1.2)(3.1)
(0.2)(0.7)Provision for income taxes
$(1.0)$(2.4)
(a)These accumulated other comprehensive income components are included in the computation of net periodic pension cost.

22


NOTE 15. SHARE-BASED COMPENSATION
On April 28, 2022, we adopted the TechnipFMC plc 2022 Incentive Award Plan (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. Under the Plan, 8.9 million ordinary shares were authorized for awards.
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 March, 31, 2026, the performance-based vesting condition was considered probable, and compensation cost has been recognized.
Share-based compensation expense for non-vested performance stock units, restricted stock units, and VCP awards was $55.5 million and $14.1 million for the three months ended March 31, 2026 and 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 March 31, 2026 and December 31, 2025, the amounts due to suppliers participating in the SCF were $105.2 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:
(In millions)March 31,
2026
Financial guarantees(a)
$175.9 
Performance guarantees(b)
2,324.6 
Maximum potential undiscounted payments$2,500.5 
(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.
23


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 March 31, 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
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 months ended March 31, 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 $97.1 million and $98.9 million as of March 31, 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.
Following this ruling, the U.K. Government has introduced draft legislation within the Pension Schemes Bill to provide a statutory mechanism by which affected pension plans may retrospectively obtain actuarial confirmation of historic benefit changes, subject to specified conditions and exclusions. The draft legislation is progressing through Parliament, and related actuarial and regulatory guidance has been issued.
The Company, together with the trustees of its U.K. pension plans, is monitoring the final enactment and implementation of this legislation as well as any relevant guidance and continuing to assess whether any impact to the measurement of its pension obligations is required.
NOTE 20. SUBSEQUENT EVENTS
On April 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 June 3, 2026 to shareholders of record as of the close of business on the New York Stock Exchange on May 19, 2026, which is also the ex-dividend date.
24


ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
BUSINESS OUTLOOK
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 military 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 impacts on the perceived risk assigned to the region.

Over the last several years, offshore markets have attracted a growing share of global capital flows, driven by much-improved economic returns and broad access to these resources. This increased activity has been supported by an expanding set of offshore development opportunities worldwide. A re-rating of risk in the Middle East would likely build further momentum in this shift in capital flows. We see the greatest potential for an acceleration in deepwater opportunities in markets with extensive infrastructure, including the Gulf of America and the North Sea, and regions with previously discovered and well-identified resources that can add material volumes to an operator’s reserve base, such as West Africa. We also expect an increasing role for technology innovation in the delivery of both conventional and new energy supply. In that context, TechnipFMC is well positioned to translate our technological and operational strength into value for our clients.

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 liquified 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.

We also 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 greenhouse gas (“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.

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 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
25


opportunity set for our clients. We also foresee the expanding reach of Subsea Services, derived from an aging installed base that continues to 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 to further accelerate 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 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.

Surface Technologies – North American activity is among the most impacted by commodity prices given the relatively high cost of development in the region. Our surface activities on US land represented less than five percent of total Company revenue in 2025.

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.

26


CONSOLIDATED RESULTS OF OPERATIONS OF TECHNIPFMC PLC
THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Three Months Ended
March 31,Change
(In millions, except %)20262025$%
Revenue$2,492.7 $2,233.6 $259.1 11.6 
Costs and expenses
Cost of sales1,907.4 1,768.7 138.7 7.8 
Selling, general and administrative expense215.9 184.2 31.7 17.2 
Research and development expense17.8 19.1 (1.3)(6.8)
Restructuring, impairment and other expenses0.6 1.2 (0.6)(50.0)
Total costs and expenses2,141.7 1,973.2 168.5 8.5 
Other income (expense), net6.3 (29.6)35.9 121.3 
Income from equity affiliates4.5 9.4 (4.9)(52.1)
Net interest expense(6.0)(9.9)3.9 39.4 
Income before income taxes355.8 230.3 125.5 54.5 
Provision for income taxes95.9 87.0 8.9 10.2 
Net income259.9 143.3 116.6 81.4 
Net (income) loss attributable to non-controlling interests0.6 (1.3)1.9 146.2 
Net income attributable to TechnipFMC plc$260.5 $142.0 $118.5 83.5 
Revenue
Revenue increased by $259.1 million during the three months ended March 31, 2026, compared to the prior year period. The increase was primarily attributable to an increase in Subsea revenue of $272.2 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, SPS supply and subsea services, particularly in Brazil, Mozambique, and Suriname. This increase was partially offset by lower activity in Indonesia, the United Kingdom, and Surface Technologies.
Gross Profit
Gross profit (revenue less cost of sales) increased to $585.3 million during the three months ended March 31, 2026 compared to $464.9 million in the prior year period. The increase was primarily attributable to an increase in Subsea gross profit of $117.9 million, of which $63.5 million was due to favorable activity mix and $54.4 million was due to volume increase.
Selling, General and Administrative Expense
Selling, general and administrative expense increased by $31.7 million for the three months ended March 31, 2026, compared to the same period in 2025, primarily driven by higher share-based compensation expenses.
Other Income (Expense), Net
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 other non-operating gains and losses. This line item improved year-over-year by $35.9 million, from a net expense in the prior year period to net income during the three months ended March 31, 2026, primarily due to a $24.9 million favorable change in foreign currency impacts, driven by foreign currency losses in the prior year compared to gains in the current year, and an $11.0 million decrease in miscellaneous other non-operating charges.
27


Income from Equity Affiliates
Income from equity affiliates decreased by $4.9 million for the three months ended March 31, 2026, compared to the same period in 2025. The year-over-year decrease was driven by lower operational activity of our joint ventures.
Net Interest Expense
Net interest expense of $6.0 million decreased by $3.9 million in the three months ended March 31, 2026, compared to the same period in 2025, primarily due to the reduction in outstanding debt year-over-year.
Provision for Income Taxes
The provision for income taxes for the three months ended March 31, 2026 and 2025 was $95.9 million and $87.0 million, respectively, resulting in effective tax rates of 27.0% and 37.8%, respectively. The decrease in effective tax rate is primarily due to nonrecurring accruals related to uncertain tax positions and taxes on undistributed earnings recorded in March 2025.

SEGMENT RESULTS OF OPERATIONS OF TECHNIPFMC PLC
THREE MONTHS ENDED MARCH 31, 2026 AND 2025
Subsea
Three Months Ended
March 31,Change
(In millions, except % and pts.)20262025$%
Revenue$2,208.4 $1,936.2 $272.2 14.1 
Operating profit $349.0 $247.9 $101.1 40.8 
Operating profit as a percentage of revenue15.8 %12.8 %3.0 pts.
Subsea revenue increased by $272.2 million during the three months ended March 31, 2026, compared to the same period in 2025, driven by increased backlog during 2025 related to higher energy demand and upstream spending, further aided by our unique commercial offerings. The increase in revenue was driven by $190.4 million from Brazil, $105.7 million from Mozambique, and $100.0 million from Suriname, and higher iEPCI™, flexible supply, SPS supply and services activities. The rest of the world contributed a net decrease of $123.8 million primarily driven by project completions mainly in Indonesia for $98.0 million.
Subsea operating profit for the three months ended March 31, 2026 increased by $101.1 million compared to the prior-year period. This was largely due to favorable activity mix, which contributed $63.5 million, and higher volume, which added $54.3 million. These improvements were partially offset by a $16.7 million increase in operating expense related to higher activity.
Surface Technologies
Three Months Ended
March 31,Change
(In millions, except % and pts.)20262025$%
Revenue$284.3 $297.4 $(13.1)(4.4)
Operating profit $37.1 $30.2 $6.9 22.8 
Operating profit as a percentage of revenue13.0 %10.2 %2.8 pts.
Surface Technologies revenue decreased by $13.1 million compared to the same period in 2025, primarily driven by the scheduled timing of project related activity in the Middle East, which accounted for $11.7 million of the decline, with a minimal portion of the decline attributable to the regional conflict.
28


Surface Technologies operating profit increased by $6.9 million, compared to the same period in 2025. Operating profit benefited from favorable activity mix in Europe, which was partially offset by lower activity in the Middle East.

Corporate Expense
Three Months Ended
March 31,Change
(In millions, except %)20262025$%
Corporate expense$(37.1)$(25.8)$(11.3)(43.8)
Corporate expense increased by $11.3 million, compared to the prior-year period, primarily driven by an increase in share-based compensation expense.
INBOUND ORDERS AND ORDER BACKLOG
Inbound orders - Inbound orders represent the estimated sales value of confirmed customer orders received during the reporting period.
Inbound Orders
Three Months Ended March 31,
(In millions)20262025
Subsea $1,903.7 $2,785.5 
Surface Technologies248.7 303.6 
Total inbound orders$2,152.4 $3,089.1 
Order backlog - Order backlog is calculated as the estimated sales value of unfilled, confirmed customer orders at the reporting date. Backlog reflects the current expectations of project execution.
Order Backlog
(In millions)March 31,
2026		December 31,
2025
Subsea $15,800.4 $15,871.7 
Surface Technologies667.6 699.9 
Total order backlog$16,468.0 $16,571.6 
Subsea - Subsea backlog of $15,800.4 million as of March 31, 2026 decreased by $71.3 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; ExxonMobil Hammerhead and Whiptail; ENI Coral North, Energean Katlan and Woodside Great Western Flank Phase 4.
Surface Technologies - Order backlog for Surface Technologies as of March 31, 2026 decreased by $32.3 million compared to December 31, 2025. Surface Technologies’ backlog of $667.6 million as of March 31, 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.
LIQUIDITY AND CAPITAL RESOURCES
Most of our cash is managed centrally and flows through bank accounts controlled and maintained by TechnipFMC globally in various jurisdictions to best meet the liquidity needs of our global operations.
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 GAAP or as an indicator of our operating performance or liquidity.
29


The following table provides a reconciliation of our cash and cash equivalents to net cash, utilizing details of classifications from our condensed consolidated balance sheets:
(In millions)March 31,
2026		December 31,
2025
Cash and cash equivalents$960.8 $1,031.9 
Short-term debt and current portion of long-term debt(36.4)(34.3)
Long-term debt, less current portion(384.0)(395.7)
Net cash$540.4 $601.9 
Cash Flows
Operating cash flows - Operating activities provided $332.5 million and $441.7 million during the three months ended March 31, 2026 and, 2025, respectively. The decrease of $109.2 million in cash from operating activities was primarily due to working capital timing differences, including vendor payments and cash collections, partially offset by higher net income in the three months ended March 31, 2026 compared to the same period in 2025.

Investing cash flows - Investing activities required $53.6 million and $58.2 million during the three months ended March 31, 2026 and 2025, respectively. The decrease of $4.6 million in cash used by investing activities was primarily driven by a $6.2 million reduction in capital expenditures in the three months ended March 31, 2026 compared to the same period in 2025.
Financing cash flows - Financing activities required $350.9 million and $365.9 million during the three months ended March 31, 2026 and 2025, respectively. The decrease of $15.0 million in cash used by financing activities was primarily driven by an increase of $37.9 million from hedging settlements within other financing activities and a $6.7 million reduction in debt repayments. These decreases were partially offset by increases of $14.7 million in share repurchases and $14.3 million in payments of taxes withheld on share-based compensation in the three months ended March 31, 2026 compared to the same period in 2025.
Debt and Liquidity
We are committed to maintaining a capital structure that provides sufficient cash resources to support future operating and investment plans. We maintain a level of liquidity sufficient to allow us to meet our cash needs in both the short term and long term.
Availability of borrowings under the Revolving Credit Facility is reduced by outstanding commercial paper and letters of credit issued against the facility. As of March 31, 2026, there were no letters of credit or commercial paper outstanding, and our availability under the Revolving Credit Facility was $1,250.0 million.
As of March 31, 2026, TechnipFMC was in compliance with all debt covenants. See Note 10 to our consolidated financial statements for further detail.

Dividends - On February 17, 2026, the Company announced that its Board of Directors authorized and declared a quarterly cash dividend of $0.05 per share, payable on April 1, 2026 to shareholders and represents $0.20 per share on an annualized basis. The cash dividends paid during the three months ended March 31, 2026 were $19.9 million. We intend to pay dividends on a quarterly basis, subject to review and approval by our Board of Directors in its sole discretion.
On April 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 June 3, 2026 to shareholders of record as of the close of business on the New York Stock Exchange on May 19, 2026, which is also the ex-dividend date.
Share Repurchase - We repurchased $264.8 million of ordinary shares during the three months ended March 31, 2026. Based upon the remaining repurchase authority of $1.9 billion and the closing stock price as of March 31, 2026, approximately 27.6 million ordinary shares could be subject to repurchase. All shares repurchased were immediately cancelled.
30


Credit Risk Analysis

For the purposes of mitigating the effect of the changes in exchange rates, we hold derivative financial instruments. Derivative instruments expose the Company to counterparty credit risk. The fair value of derivative assets and liabilities reflects adjustments for nonperformance risk of both counterparties and the Company. These credit‑risk‑related valuation adjustments were not material for any period presented, and the Company is not required to post collateral under its derivative agreements. Management does not believe counterparty credit risk is reasonably likely to have a material impact on liquidity or results of operations.
Financial Position Outlook
We are committed to a strong balance sheet. We continue to maintain sufficient liquidity to support the needs of the business through growth, cyclicality, and unforeseen events. We continue to maintain and drive sustainable leverage to preserve access to capital throughout the cycle. Our capital expenditures can be adjusted and managed to match market demand and activity levels. Projected capital expenditures do not include any contingent capital that may be needed to respond to contract awards. In maintaining our commitment to sustainable leverage and liquidity, we expect to be able to continue to generate cash flow available for investment in growth and distribution to shareholders through the business cycle.
CRITICAL ACCOUNTING ESTIMATES
Refer to our Annual Report on Form 10-K for the year ended December 31, 2025 for a discussion of our critical accounting estimates. During the three months ended March 31, 2026, there were no changes to our identified critical accounting estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
For quantitative and qualitative disclosures about market risk affecting the Company, see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk,” in our Annual Report on Form 10-K for the year ended December 31, 2025. Our exposure to market risk has not changed materially since December 31, 2025.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
As of March 31, 2026, under the direction of our Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), we have evaluated the effectiveness of our disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act. Based upon this evaluation, our CEO and CFO have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures were effective with respect to (i) the accumulation and communication to our management, including our CEO and our CFO, of information required to be disclosed by us in the reports that we submit under the Exchange Act, and (ii) the recording, processing, summarizing and reporting of such information within the time periods specified in the SEC's rules and forms.
Changes in Internal Controls over Financial Reporting
There were no changes in our internal control over financial reporting during the three months ended March 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
31


PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are involved in various pending or potential legal actions or disputes in the ordinary course of our business. These actions and disputes can involve our agents, suppliers, clients, and joint venture partners and can include claims related to payment of fees, service quality, and ownership arrangements, including certain put or call options. Management is unable to predict the ultimate outcome of these actions because of their inherent uncertainty. However, management believes 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.
ITEM 1A. RISK FACTORS
As of the date of this filing, there have been no material changes or updates to our risk factors that were previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2025.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We had no unregistered sales of equity securities during the three months ended March 31, 2026.
The following table summarizes repurchases of our ordinary shares during the three months ended March 31, 2026:
ISSUER PURCHASES OF EQUITY SECURITIES
Period
Total Number of
Shares
Purchased (a)
Average Price
Paid per
Share		Total Number of
Shares Purchased as
Part of Publicly
Announced Plans or
Programs
Maximum Number
of Shares That May
Yet Be Purchased
Under the Plans or
Programs (b)
January 1, 2026 to January 31, 2026615,654 $48.78 615,654 38,518,159 
February 1, 2026 to February 28, 20261,348,952 $63.46 1,348,952 31,075,457 
March 1, 2026 to March 31, 20262,333,090 $63.93 2,333,090 27,649,772 
Total4,297,696 $61.61 4,297,696 
(a)In October 2025, the Board of Directors authorized additional share repurchases of up to $2.0 billion, increasing our total share repurchase authorization to $3.8 billion. For the three months ended March 31, 2026, we repurchased 4,297,696 shares for a total cost of $264.8 million at an average price of $61.61 per share.
(b)Based upon the remaining repurchase authority and the closing stock price as of the last trading date of the respective period.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
Rule 10b5-1 and Non-Rule 10b5-1 Trading Arrangements
During the three months ended March 31, 2026, none of our officers or directors adopted, terminated, or modified a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as such terms are defined in Item 408 of Regulation S-K.
32

ITEM 6. EXHIBITS
Exhibit NumberExhibit Description
10.1^
10.2^
10.3^+
31.1
31.2
32.1*
32.2*
101.INS
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCHInline XBRL Taxonomy Extension Schema Document.
101.CALInline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEFInline XBRL Taxonomy Extension Definition Linkbase Document.
101.LABInline XBRL Taxonomy Extension Label Linkbase Document.
101.PREInline XBRL Taxonomy Extension Presentation Linkbase Document.
104Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
^Indicates a management contract or compensatory plan or arrangement.
+Certain information in this exhibit has been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K and will be provided to the Securities and Exchange Commission upon request.
*
Furnished herewith.

33

SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
TechnipFMC plc
(Registrant) 
/s/ David Light
David Light
Senior Vice President, Controller, and Chief Accounting Officer
(Chief Accounting Officer and a Duly Authorized Officer)
Date: April 30, 2026


34


Exhibit 10.1
RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
TECHNIPFMC PLC 2022 INCENTIVE AWARD PLAN
Directors
This Restricted Stock Unit Agreement (the “Agreement”) is made as of [] (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and [] (the “Participant”).
The TechnipFMC plc 2022 Incentive Award Plan (the “Plan”), as it may be amended or restated from time to time, is incorporated by reference and made a part of this Agreement and will control the rights and obligations of the Company and the Participant under this Agreement. Except as otherwise expressly provided herein, all capitalized terms have the meanings provided in the Plan. To the extent there is a conflict between the Plan and this Agreement, the provisions of the Plan will prevail.
The Compensation & Talent Committee of the Company’s Board of Directors (the “Committee”) determined that it would be in the interest of the Company and its stockholders to grant an award of restricted stock units to the Participant as an inducement to remain in the service of the Company.
The Committee, on behalf of the Company, grants to the Participant an award of [] restricted stock units (the “RSUs”) of the Company’s ordinary shares (the “Shares”). The award is made upon the following terms and conditions:
1.Vesting. The RSUs will vest one year following the Grant Date (the “Vesting Date”), subject to the Participant’s continued service as a Director of the Company through the Vesting Date. The RSUs will be payable as elected by the Participant pursuant to a timely filed Award Election Form under the TechnipFMC plc Directors Deferred Compensation Plan, or if no such election is made, then upon termination of service from the Board of Directors, unless otherwise provided in Sections 2 and 3 below (the “Settlement Date”). All RSUs will be forfeited upon Participant’s Termination of Service before the Vesting Date other than as provided in Sections 2 or 3 below. Prior to the Vesting Date, an Award remains subject to substantial risk of forfeiture.
2.Death or Disability. Notwithstanding Section 1, in the event of Participant’s death or Disability (as defined below) prior to the Vesting Date, the RSUs will vest in full and be payable as soon as practicable, but not more than sixty (60) days, following the date of such death or Disability. “Disability” means Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than twelve (12) months.
3.Change in Control. Notwithstanding Section 1, the RSUs will vest in full and be payable on the consummation of a Change in Control.
1






4.Rights and Obligations as Stockholder.

(a)Prior to the Settlement Date, the Participant may not vote, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the RSUs. The Participant will receive Dividend Equivalents on the RSUs, provided, however, that no Dividend Equivalents shall be payable prior to the Vesting Date on any unvested RSUs. All Dividend Equivalents paid on unvested RSUs shall be held by the Company until such RSUs become vested RSUs and shall be paid to the Participant as soon as practicable, but no later than sixty days, following the Settlement Date.
(b)After the Settlement Date, the Participant agrees to comply with any and all of the Company’s policies and procedures related to trading in the Company’s Shares, including, but not limited to, the Company’s Code of Business Conduct and the Insider Trading Compliance Policy, and the insider trading and anti-market abuse rules of the U.S. Securities Exchange Act and, the Market Abuse Regulation (EU) No 596/2014 (MAR).
5.No Limitation on Rights of the Company. The granting of RSUs will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
6.Appointment. Nothing in this Agreement or in the Plan will be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Company will continue to appoint the Participant as a Director, or as affecting in any way the right of the Company to terminate the appointment of the Participant at any time.
7.Government Regulation. The Company’s obligation to deliver Shares following the Vesting Date will be subject to all applicable laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.
8.Withholding. The Company, in accordance with the terms of the Plan, will comply with all applicable withholding tax laws, and will be entitled to take any action necessary to effectuate such compliance. The Company may withhold a portion of the Shares to which the Participant or beneficiary otherwise would be entitled equivalent in value to the taxes required to be withheld, determined based upon the Fair Market Value of the Shares. For purposes of withholding, Fair Market Value shall be equal to the closing price (as reported on the New York Stock Exchange) of the Shares on the Settlement Date, or, if the Settlement Date is not a business day, the next business day immediately following the Settlement Date.
9.Notice. Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, TechnipFMC plc, 13460 Lockwood Road, Houston, Texas 77044, and any notice to the Participant (or other person entitled to receive the RSUs) will be addressed to such person at the Participant’s address now on file with the Company, or to such other address as either may designate to the other in writing. Any notice will be deemed to be duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service.
2





10.Administration. The Participant’s rights under this Agreement are expressly subject to the terms and conditions of the Plan, if any, a copy of which has been made available to the Participant.
11.Binding Effect. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
12.Sole Agreement. This Agreement constitutes the entire agreement between the parties to it relating to the RSUs and supersedes any and all prior oral and written representations. This Agreement may only be amended by written agreement between the Company and the Participant.
13.Delivery of Documents. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in a government sponsored postal service, by registered or certified mail, or with an internationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature hereto or at such other address as such party may designate in writing from time to time to the other party.
(a)Description of Electronic Delivery. The Plan documents, which may include but do not necessarily include: the Plan, this Agreement, the Plan’s prospectus, and any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Agreement to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. The Participant may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described herein. Electronic execution of this Agreement shall have the same binding effect as a written or hard copy signature and accordingly, shall bind the Participant and the Company to all of the terms and conditions set forth in the Plan and this Agreement.
(b)Paper Copies. Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must
3





provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery or execution of such document fails.
14.Section 409A. This Award is intended to comply with or be exempt from Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). Notwithstanding any other provision of the Plan or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, then (a) to the extent necessary to avoid any imposition of taxes under Section 409A on the Participant, and payment of the Award is made upon the Participant’s termination of employment or service, then such payment will only be made if such termination is a “separation from service” within the meaning of Section 409A and if the Participant is a “specified employee” as defined in Section 409A, then such payment will be delayed until the first business day following the six month anniversary of such separation from service, and (b) to the extent necessary to avoid any imposition of taxes under Section 409A on the Participant, and payment of the Award is made upon or following a Change in Control, then such payment will only be made if such Change in Control is a “change in control event” as defined in Section 409A, and (c) the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
15.Governing Law. The interpretation, performance and enforcement of this Agreement will be governed by the laws of the State of Delaware.
16.Data Privacy. Participant acknowledges, agrees and consents, in order to perform, including to implement, manage and administer the Plan and the Agreement (“Purposes”), it is necessary to collect and process certain personal information concerning the Participant including: Participant’s name, home address, telephone number, date of birth, national identification number, nationality, any shares of stock held in the Company and details of all Awards (“Data”). The Company, having its registered office at Hadrian House, Wincomblee Road, Newcastle Upon Tyne, NE6 3PL, United Kingdom, is the data controller for such processing. As the case may be, Data are collected directly from the Participant or are provided by the Company.
In addition to the Purposes, Company uses the Data (i) in order to comply with securities law and financial reporting and other legal requirements, and (ii) on the basis of its legitimate interest in case of a pending and/or threatening dispute and/or (legal) claim, investigation by a relevant supervisory authority, litigation or arbitration, to determine its legal position, in order to obtain (external) advice and/or to establish and/or defend its (legal) position and/or to exercise a (legal) claim.
Data may be disclosed to third-party stock plan administrators (including banks, brokers, custodians, central securities depositories, stock exchanges, etc.), their respective auditors, advisors and consultants and any other parties as may be required or appropriate for the Purposes. Data may also be made available to public authorities where required by law or regulation and may also be disclosed to judicial and arbitration courts and/or committees and external advisors. These entities
4





and authorities may be located in the United States, the United Kingdom, the European Economic Area, or elsewhere, including in territories where data protection laws may not be as protective as in the Participant’s jurisdiction of residence. Where relevant, the Company and its Subsidiaries will implement appropriate safeguards to ensure the protection of the Data when disclosing the Data to a third party, such as the standard contractual clauses proposed by the European Commission. Participant may request a copy of such safeguards by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative.
Participant may request to have access to the his or her Data, to rectify any such Data, to erase the Data, to restrict processing of the Data, to object to the processing of the Data, as well as request Data portability pursuant to Articles 15 to 21 of the GDPR or other similar applicable regulations and has the right to file complaints and/or claims with the competent data protection authority. Requests regarding the Data, questions or complaints may be addressed by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com.
Data will be held and used only as long as is necessary for the Purposes. Only where the Company and/or its Subsidiaries are legally obliged to (e.g. for compliance with legal and financial reporting purposes), or where this is necessary for defending their interests in the context of judicial proceedings, the Company will store the Data for longer periods. Participant may request further information on retention period applicable to the Data by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com.
It is obligatory for the Participant to provide any Data requested. If the Participant chooses not to furnish any Data requested or restrict the processing of the Data, Company will not be able to perform its obligations under the Plan or this Agreement.
If Participant is located outside of the European Economic Area and to the extent consent to the processing and/or the transfer of Data is required by law, Participant hereby consents to such processing and/or transfer as described in this Section 16. At any time, Participant may withdraw the consent given herein in writing by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com. Participant acknowledges, agrees and accepts that in the event he or she chooses to withdraw his or her consent, Company may not be able to perform its obligations and administer the Plan and the Agreement.
17.Funding. The RSUs represent an unfunded promise to pay and deliver Shares in the future.

18.Clawback Provisions. The RSUs and any other Awards granted to the Participant (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt of the Award or the vesting, exercise, settlement or resale of any Shares underlying any Awards) will be subject to any Company clawback policy as in effect from time to time, including any clawback policy adopted to comply with Applicable Law (including the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder). In addition, in the event the Participant engages in Significant Misconduct, the Committee may, in its sole discretion, recover the RSUs and any other Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt of the Award or the vesting, exercise, settlement or resale of any Shares underlying any Awards) if the Awards were awarded, vested, exercised, settled or
5





paid during the Significant Misconduct Period by: (a) cancelling any Award, in whole or in part, whether or not vested or deferred, (b) requiring the Participant repay to the Company any gain realized or payment received upon the vesting, exercise or settlement of the Award or sale of the underlying Shares valued as of the date of vesting, exercise, settlement or sale, as applicable, and/or (c) reducing or offsetting future incentive compensation.

19.Unless otherwise provided on Schedule A:
(a)“Significant Misconduct” means any conduct constituting fraud, material theft of the assets of the Company or its affiliates, bribery, corruption, other illegal acts, gross negligence, or willful misconduct involving the Company or its affiliates, in each case as determined in the sole discretion of the Committee.
(b)“Significant Misconduct Period” means the twenty-four (24) months before and after the occurrence, discovery, or public disclosure of Significant Misconduct.
6





The Participant’s electronic signature below indicates the Participant’s acknowledgement and acceptance of the terms and conditions of this Agreement (including the Exhibits attached hereto) and the Plan.

Executed as of the Grant Date.
TechnipFMC plc
By:Valeria Santos
Name:Executive Vice President, People & Culture[Participant Name]
Signed Electronically Via Online Process

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
7





SCHEDULE A
TO TECHNIPFMC PLC 2022 INCENTIVE AWARD PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
COUNTRY SCHEDULE
This Schedule A includes (i) additional terms and conditions applicable to all Participants, and (ii) additional terms applicable to Participants providing services to the Company in the countries identified below. These terms and conditions are in addition to those set forth in the Agreement, unless otherwise noted, and to the extent there are any inconsistencies between these terms and conditions and those set forth in the Agreement, these terms and conditions shall prevail. Any capitalized term used in this Schedule A without definition shall have the meaning ascribed to such term in the Plan or the Agreement, as applicable.
Participants are advised to seek appropriate professional advice as to how the relevant exchange control and tax laws in the country of residence may apply to Awards.

I.    GLOBAL PROVISIONS APPLICABLE TO ALL PARTICIPANTS By acceptance of the Award, the Participant acknowledges and agrees that:
(a)No Guarantee of Continued Service. THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE WILL OCCUR ONLY IF THE PARTICIPANT CONTINUES AS A DIRECTOR OR EMPLOYEE (AS APPLICABLE) OF THE COMPANY OR A SUBSIDIARY THROUGH THE APPLICABLE VESTING DATE UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THE AGREEMENT. THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR OR EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO EFFECT A TERMINATION OF SERVICES AT ANY TIME, AND FOR ANY REASON, NOR SHALL IT BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF ANY CONSULTANCY, DIRECTORSHIP, EMPLOYMENT OR OTHER SERVICE AGREEMENT BETWEEN A PARTICIPANT AND THE COMPANY OR ANY SUBSIDIARY.
(b)The Plan is discretionary in nature and that, subject to the terms of the Plan, the Company can amend, cancel or terminate the Plan at any time.
(c)The grant of the RSUs under the Plan is voluntary and occasional and does not give Participant any contractual or other right to receive RSUs or benefits in lieu of RSUs in the future, even if a Participant has received RSUs repeatedly in the past.
(d)All determinations with respect to any future awards, including, but not limited to, the times when awards under the Plan shall be granted and the terms thereof, including the time or times when any RSUs may vest, will be at the sole discretion of the Administrator.
(e)Participation in the Plan is voluntary.
(f)The value of the RSUs is an extraordinary item of compensation that is outside of the scope of any directorship, consultancy or employment contract or relationship.
8





(g)The RSUs are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.
(h)The RSUs shall expire, terminate and be forfeited upon Termination of Services for any reason, except as otherwise explicitly provided in this Agreement as may be modified by this Schedule A and/or the Plan.
(i)The future value of the Shares that may be issued upon vesting of the RSUs is unknown and cannot be predicted with any certainty.
(j)No claim or entitlement to compensation or damages arises from the expiration, termination or forfeiture of the RSUs or any portion thereof.
(k)Neither the Company nor any Subsidiary has provided, nor will they provide, any Participant with specific tax, legal or financial advice with respect to the RSUs, the Shares issuable upon vesting of RSUs, this Agreement, this Schedule A or the Plan. Neither the Company nor any Subsidiary is making, nor have they made, any recommendations relating to participation in the Plan, the receipt of the RSUs or the acquisition or sale of Shares upon receipt of RSUs.
(l)The Participant shall bear any and all risk associated with the exchange of currency and the fluctuation of currency exchange rates in connection with this Award, including without limitation in connection with the sale of any Shares issued upon vesting of the RSUs.
(m)It shall be the Participant’s responsibility to comply with any and all exchange control requirements applicable to the RSUs and the sale of Shares issued upon vesting of the RSUs and any resulting funds including, without limitation, reporting or repatriation requirements.
(n)The Participant shall be responsible for legal compliance requirements relating to the RSUs or the ownership and possible sale of any Shares issued upon vesting of the RSUs, including, but not limited to, tax reporting, the exchange of U.S. dollars into or from local currency, the transfer of funds to or from the United States, and the opening and use of a U.S. brokerage account.
(o)If this Agreement, the Plan, any website or any other document related to the RSUs is translated into a language other than English, and if the translated version is different from the English version, the English language version will take precedence. By acceptance of the RSUs, the Participant confirms having read and understood the documents relating to the Plan and the RSUs, including, without limitation, this Agreement and this Schedule A, which were provided in English, and waives any requirement for the Company to provide these documents in any other language.
(p)The Participant’s right to vest in the RSUs will terminate effective as of the date that is the earlier of (1) the effective date of the Participant’s Termination of Services (whether or not in breach of local labor laws), or (2) the date he or she is no longer actively providing services, regardless of any notice period or period of pay in lieu of such notice required under Applicable Laws (including, but not limited to statutory law, regulatory law and/or common law); the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs.
(q)To the extent the Participant is providing services in a country identified in Section II of this Schedule A, such Participant understands and agrees that the provisions for such country apply and are incorporated into the Agreement.
9





II.    COUNTRY SPECIFIC PROVISIONS APPLICABLE TO PARTICIPANTS WHO PROVIDE SERVICES IN THE IDENTIFIED COUNTRIES

BRAZIL
The provisions of this Country Schedule for Brazil provide additional definitions and conditions for the purpose of granting RSUs which are intended to be granted to Employees and corporate officers who are resident in Brazil for tax, labour or securities law purposes.
1.Acknowledgment of Nature of Plan and RSUs. In accepting this Agreement, Participant acknowledges that in the event of termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s rights to unvested RSUs under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under applicable local laws (e.g., active employment would not include a period of “garden leave” or notice period). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of Participant’s RSUs.
2.Exchange Control Information. If Participant is a resident or domiciled in Brazil, Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than the applicable statutory threshold from time to time. Please note that the threshold may be changed annually.
3.Acknowledgment of Forfeiture and Claw-Back Provisions. In accepting this Agreement, Participant acknowledges being subject to the provisions of any forfeiture and claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law.
4.Securities Restrictions. The Company has not registered the awards granted under the Plan with Brazilian Securities Commission and the Awards granted under the Plan do not constitute a public offer of the Shares. The Plan and this Agreement are only addressed to the Participant and other selected Employees and have not been offered or solicited by means of any public communication services. The Shares deliverable upon settlement of the RSUs under the Plan are not negotiable in Brazil.
5.Remittances. Any remittances from or to Brazil in connection with the Plan and the conversion between Brazilian reais and foreign currency (such as USD) associated with such remittances can only be carried out by means of a Brazilian financial institution authorized by the Central Bank of Brazil to operate in the foreign exchange market, which shall be responsible for withholding and paying any applicable Tax on Foreign Exchange Transactions and remitting the net amount after such deduction. The Participant is the taxpayer of the Tax on Foreign Exchange Transaction assigned by Brazilian applicable law. However for the purposes of such foreign exchange transactions, in accepting this Agreement, each Participant appoints the relevant Employer as his or her representative with special powers to perform any and all acts necessary for the contracting and formalization of the foreign exchange transactions with the Brazilian financial institution responsible for the remittance, including, but not limited to, powers to sign foreign exchange contracts, provide to the Brazilian financial institution the Participant’s personal information and information related to the Participant’s participation in the Plan, and present additional supporting documents required by the Brazilian financial institution responsible for the remittance.
6.Tax Withholding. The Participant shall be responsible for collecting and paying any income tax, withholding tax and any other employment related taxes in Brazil, that is attributable to (1) the grant or vesting of, or any benefit the Participant derives from, the PSUs, (2) the Participant’s acquisition
10





of Shares, (3) the disposal of any Shares; or (4) in the event of any repayment related to the scenario set forth in clause 18 above.
7.Termination of Service and Disability. For the avoidance of doubt, the definitions of Termination of Service and Disability shall be subject to Brazilian Labor Law (CLT) and its interpretation.
Este Sumário tem caráter meramente informativo e não substitui, nem altera, os termos e condições do Technipfmc PLC 2022 Incentive Award Plan, do Restricted Stock Unit Agreement, e de quaisquer anexos aplicáveis, que prevalecerão em todos os casos. Em caso de qualquer divergência, inconsistência ou interpretação diversa entre este Sumário e os documentos formais do Plano, prevalecerão integralmente as disposições do Plano e dos demais instrumentos que o regem.
1.Plano e Integração: À luz do Acordo de Unidades de Ações Restritas (RSUs) (Restricted Stock Unit Agreement) concedidas sob o Plano de Incentivo 2022 (Incentive Award Plan) da TechnipFMC, o Plano rege em caso de conflito e integra o Acordo por referência.
2.Vesting: O cronograma de aquisição (vesting) ocorrerá em três parcelas anuais iguais, sendo 1/3 das RSUs adquirido a cada aniversário da Grant Date, desde que o Participante mantenha seu vínculo empregatício ativo até cada respectiva data de aquisição. As RSUs que não tiverem sido adquiridas até a data de término do vínculo empregatício serão automaticamente perdidas, exceto nos casos de morte, invalidez ou aposentadoria, conforme previsto no Acordo de Outorga.
3.Mudança de Controle: (i) se o prêmio for assumido/continuado, aplica-se o vesting normal, com pagamento antecipado em caso de desligamento elegível dentro de 24 meses; (ii) se não for assumido/continuado, ocorre vesting integral na data da Mudança de Controle.
4.Direitos antes do Vesting: Antes da aquisição (vesting), as RSUs não conferem ao Participante quaisquer direitos de voto, de transferência ou de disposição. Os equivalentes de dividendos, quando aplicáveis, serão apenas creditados e retidos, sen do pagos ao Participante somente quando e se as RSUs vierem a ser adquiridas.
5.Garantia de Emprego: O Acordo não garante continuidade de emprego, nem limita o direito da Empresa de encerrar o vínculo a qualquer tempo, conforme aplicável.
6.Impostos e Retenção: A Empresa cumprirá as regras de retenção de impostos e poderá reter ações no vesting para cobrir tributos, com base no valor de fechamento na NYSE na data aplicável.
7.Clawback: O prêmio está sujeito à política de clawback da Empresa e a recuperações adicionais em caso de “Conduta Significativa Indevida” (Significant Misconduct), conforme estabelecido no Plano.
8.Lei Aplicável: A legislação aplicável ao Acordo é a do Estado de Delaware, EUA.
9.Natureza e Liquidação das RSUs: As RSUs representam promessa não financiada de entrega futura de ações, podendo ser liquidadas com ações novas, de tesouraria ou via trust de benefícios, a critério da Empresa.
10.Confidencialidade e Não Competição: Aplicam-se ao Participante as obrigações de confidencialidade e não competição previstas no Anexo (Exhibit A), que integra o Acordo. Tais obrigações vigoram durante o vínculo com a Empresa e por 12 (doze) meses após o seu término. Nesse período, o Participante não poderá atuar, direta ou indiretamente, em negócios relacionados a projetos,
11





tecnologias, sistemas ou serviços nos setores de petróleo, gás e petroquímico, incluindo empresas como Baker Hughes, Halliburton, McDermott, NOV, Saipem, Schlumberger, Subsea 7 e Weatherford, dentre outras (lista exemplificativa e sujeita a atualização). A restrição aplica-se aos países ou territórios em que, no último ano do vínculo de emprego, o Participante tenha atendido clientes, realizado assignments ou trabalhado em instalações da Empresa (Restricted Area). Adicionalmente, o Participante não poderá, nesse mesmo período, solicitar ou desviar clientes ou fornecedores com os quais tenha tido envolvimento relevante ou acesso a informações confidenciais no último ano, nem aliciar ou contratar empregados, consultores ou contratados-chave da Empresa.
11.Vesting durante aviso prévio e garden leave: o direito de vesting das RSUs termina na data em que o Participante deixar de prestar serviços ativos, independentemente de qualquer período de aviso prévio trabalhado, pagamento em substituição de aviso ou período de garden leave; a Empresa tem discricionariedade exclusiva para determinar quando cessa a prestação ativa de serviços.
12.Rescisão do Contrato de Trabalho, Atividade Prejudicial, Incapacidade, Justa Causa do Empregado e Aposentadoria. Para evitar dúvidas, as definições de Rescisão do Contrato de Trabalho, Atividade Prejudicial, Incapacidade, Justa Causa do Empregado e Aposentadoria estarão sujeitas à legislação trabalhista brasileira (CLT) e à sua interpretação.
13.Restrições de Valores Mobiliários: A Companhia não registrou as outorgas concedidas nos termos do Plano perante a Comissão de Valores Mobiliários (CVM), e tais outorgas não constituem oferta pública das Ações. O Plano e o presente Acordo são direcionados exclusivamente ao Participante e a outros Empregados selecionados, não tendo sido objeto de oferta ou solicitação por meio de quaisquer meios de comunicação ao público.
As Ações a serem entregues em decorrência da liquidação das RSUs nos termos do Plano não são negociáveis no Brasil.
14.Remessas. As remessas relacionadas ao Plano, bem como a conversão de reais para moeda estrangeira (como USD), devem ser realizadas por meio de instituição financeira brasileira autorizada pelo Banco Central a operar no mercado de câmbio. Essa instituição será responsável por reter e recolher o Imposto sobre Operações de Câmbio (IOF), sendo o Participante o contribuinte desse imposto nos termos da lei brasileira.
Ao aceitar o Acordo, o Participante nomeia o Empregador como seu representante, com poderes específicos para praticar todos os atos necessários à contratação e formalização das operações de câmbio junto à instituição financeira, incluindo a assinatura de contratos de câmbio, o fornecimento de informações pessoais e dados relativos à participação no Plano, bem como a apresentação de documentos adicionais exigidos.

NORWAY
The provisions of this Country Schedule for Norway provide additional definitions and conditions for the purpose of granting RSUs which are intended to be granted to Employees and corporate officers who are resident in Norway for tax, labour or securities law purposes.
    1.    Acknowledgment of Nature of Plan and RSUs. In accepting this Agreement, the Participant acknowledges that, in the event of termination of the Participant’s employment, or the cessation of the Participant’s appointment to the Board of Directors, the Participant’s rights to
12





vesting of the RSUs under the Plan, if any, will terminate effective as of the date of the termination notice for employees or the date of cessation of appointment for directors. Vesting rights will not be extended by any notice period, delay in public registration or agreed “garden leave”; the Administrator shall have the exclusive discretion to determine when the Participant is no longer actively employed or appointed for purposes of Participant’s RSUs.

UNITED ARAB EMIRATES
The provisions of this Country Schedule for United Arab Emirates provide additional definitions and conditions for the purpose of granting RSUs which are intended to be granted to Employees and corporate officers who are resident in the UAE for tax, labour or securities law purposes.
1.Disclaimer. This Agreement has not been approved or licensed by the Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in the United Arab Emirates. This Agreement is strictly private and confidential and the terms of the Agreement and the Plan have not been reviewed by, deposited or registered with the Securities and Commodities Authority or any other licensing authority or governmental agencies in the United Arab Emirates. This offer is being issued from outside the United Arab Emirates to a limited number of Employees of a Subsidiary of the Company and must not be provided to any person other than the original recipient and may not be reproduced or used for any other purpose. Further, the information contained in this Agreement and the Plan is not intended to lead to the issue of any securities or the conclusion of any other contract of whatsoever nature within the territory of the United Arab Emirates.
2.Jurisdiction. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC – LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Dubai International Financial Centre The language to be used in the arbitration shall be English.
This Agreement does not form part of the Participant’s employment for any purposes whatsoever.

13

Exhibit 10.2
RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
TECHNIPFMC PLC 2022 INCENTIVE AWARD PLAN
This Restricted Stock Unit Agreement (the “Agreement”) is made as of [] (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”) and [] (the “Participant”).
The TechnipFMC plc 2022 Incentive Award Plan (the “Plan”), as it may be amended or restated from time to time, is incorporated by reference and made a part of this Agreement and will control the rights and obligations of the Company and the Participant under this Agreement. Except as otherwise expressly provided herein, all capitalized terms have the meanings provided in the Plan. To the extent there is a conflict between the Plan and this Agreement, the provisions of the Plan will prevail.
The provisions of this Agreement are replaced, superseded and/or supplemented, as applicable, by the provisions of the Country Schedules applicable to the Participant as set forth on Schedule A.
The Compensation & Talent Committee of the Company’s Board of Directors (the “Committee”) determined that it would be to the competitive advantage and interest of the Company and its stockholders to grant an award of restricted stock units to the Participant as an inducement to remain in the service of the Company or one of its affiliates (collectively, the “Employer”).
The Committee, on behalf of the Company, grants to the Participant an award of [] restricted stock units (the “RSUs”) of the Company’s ordinary shares (the “Shares”). The award is made upon the following terms and conditions:
1.Vesting. One third (1/3) of the RSUs will vest on each of the first, second and third anniversaries of the Grant Date (each, a “Vesting Date”), subject to the Participant’s continued employment, appointment or service through the applicable Vesting Date, unless otherwise provided in Sections 2 or 3 below. On each Vesting Date, the Company will deliver an equal number of Shares as the number of RSUs that vest on such Vesting Date as freely transferable Shares. All unvested RSUs will be forfeited upon Participant’s Termination of Service before any Vesting Date other than as provided in Sections 2 or 3 below. Prior to any Vesting Date, the unvested portion of the Award remains subject to substantial risk of forfeiture.
2.Death, Disability or Retirement.
(a)Notwithstanding Section 1 hereof, in the event of the Participant’s death or Disability (as defined below) prior to any Vesting Date, the unvested RSUs will vest and be immediately transferable as of the date of such death or Disability.
(b)Notwithstanding Section 1 hereof, in the event of the Participant’s Retirement (as defined below) prior to any Vesting Date, the Participant will retain the right to receive vested RSUs on each applicable Vesting Date.
3.Change in Control. Notwithstanding the foregoing, upon a Change in Control where the surviving corporation or any parent corporation thereof:
1





(a)assumes or continues the Award, the RSUs shall continue to be subject to vesting and forfeiture as provided in Sections 1 and 2, payable on the applicable Vesting Date; provided, however, in the event of the Participant’s Termination of Service prior to any Vesting Date for a reason (i) other than Participant’s engaging in a Detrimental Activity (as defined below) or (ii) by Participant for Good Reason (as defined below) and within the twenty-four month period following the consummation of a Change in Control (the “Protection Period”), such RSUs shall be payable upon the date of Participant’s Termination of Service, subject to any required delay as provided under Section 17; or
(b)does not assume or continue the Award, such RSUs shall vest in full and be payable on the consummation of the Change in Control.
4.Confidentiality and Non-Competition. The Participant acknowledges that Participant is in possession of and has access to Confidential Information, as defined in Exhibit A, of the Company and its Subsidiaries, including material relating to the Company’s business, products, services, current and planned operations, in addition to being introduced to important actual and potential clients, customers, investors, service providers, vendors, suppliers, business partners, and other relationships of the Company. Participant acknowledges that the business, products, and services of the Company and its Subsidiaries are highly specialized and that it is essential that they be protected. Accordingly, by acceptance of the RSU, Participant agrees to be bound by the terms and conditions of the Confidentiality and Non-Compete Agreement (the “Confidentiality and Non-Compete Agreement”) set forth on Exhibit A, which is incorporated herein by reference.
5.Rights and Obligations as Stockholder.
(a)Prior to any Vesting Date, the Participant may not vote, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the unvested RSUs. The Participant will receive Dividend Equivalents on the RSUs, provided, however, that no Dividend Equivalents shall be payable prior to any Vesting Date on any unvested RSUs. All Dividend Equivalents paid on unvested RSUs shall be held by the Company until such RSUs become vested RSUs.
(b)After any Vesting Date, the Participant agrees to comply with any and all Applicable Laws, the Company Policies (as defined in Section 21) and all other applicable Company policies regarding trading in the Shares received.
6.No Limitation on Rights of the Company. The granting of RSUs will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
7.Employment. Nothing in this Agreement or in the Plan will be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Employer will continue to employ, work with or appoint the Participant, or as affecting in any way the right of the Employer to terminate the employment, service or appointment of the Participant at any time.
8.Government Regulation. The Company’s obligation to deliver Shares following any Vesting Date will be subject to all Applicable Laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.
9.Withholding. The Employer, in accordance with the terms of the Plan, will comply with all applicable withholding tax laws and will be entitled to take any action necessary to effectuate such
2





compliance. The Company may withhold a portion of the Shares to which the Participant or beneficiary otherwise would be entitled equivalent in value to the taxes required to be withheld, determined based upon the Fair Market Value of the Shares. For purposes of withholding, Fair Market Value shall be equal to the closing price (as reported on the New York Stock Exchange) of the Shares on the applicable Vesting Date, or, if such Vesting Date is not a business day, the next business day immediately following such Vesting Date.
10.Notice. Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, TechnipFMC plc, 13460 Lockwood Road, Houston, Texas 77044, and any notice to the Participant (or other person entitled to receive the RSUs) will be addressed to such person at the Participant’s address now on file with the Company, or to such other address as either may designate to the other in writing. All notices will be deemed to be duly given as provided in Section 13.
11.Administration. The Committee administers the Plan and delegates certain administrative authority in accordance with the Plan. The Participant’s rights under this Agreement are expressly subject to the terms and conditions of the Plan and the Sub-Plans, if any, a copy of which has been made available to the Participant.
12.Binding Effect. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
13.Sole Agreement. This Agreement constitutes the entire agreement between the parties to it relating to the RSUs and supersedes any and all prior oral and written representations. This Agreement may only be amended by written agreement between the Company and the Participant.
14.Delivery of Documents. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in a government sponsored postal service, by registered or certified mail, or with an internationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature hereto or at such other address as such party may designate in writing from time to time to the other party.
15.Description of Electronic Delivery. The Plan documents, which include: the Plan, this Agreement, the Plan’s prospectus, or any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Agreement to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. The Participant may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described herein. Electronic execution of this Agreement shall have the same binding effect as a written or hard copy signature and accordingly, shall bind the Participant and the Company to all of the terms and conditions set forth in the Plan and this Agreement.
3






16.Paper Copies. Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery or execution of such document fails.
17.Section 409A. This Award is intended to comply with or be exempt from Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). Notwithstanding any other provision of the Plan or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, then (a) to the extent necessary to avoid any imposition of taxes under Section 409A on the Participant, and payment of the Award is made upon the Participant’s termination of employment or service, then such payment will only be made if such termination is a “separation from service” within the meaning of Section 409A and if the Participant is a “specified employee” as defined in Section 409A, then such payment will be delayed until the first business day following the six month anniversary of such separation from service, (b) to the extent necessary to avoid any imposition of taxes under Section 409A on the Participant, and payment of the Award is made upon or following a Change in Control, then such payment will only be made if such Change in Control is a “change in control event” as defined in Section 409A, and (c) the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
18.Clawback. This Award and any other Awards granted to the Participant (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon receipt, vesting, settlement or exercise of this Award or upon the receipt or resale of any Shares underlying this Award) shall be subject to the provisions of the Company’s clawback policy as in effect from time to time, including, without limitation, any modifications thereto as is necessary to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder. In addition, in the event the Participant engages in Significant Misconduct, the Committee may, in its sole discretion, recover the RSUs and any other Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt of the Award or the vesting, exercise, settlement or resale of any Shares underlying any Awards) if the Awards were awarded, vested, exercised, settled or paid during the Significant Misconduct Period by: (a) cancelling any Award, in whole or in part, whether or not vested or deferred, (b) requiring the Participant repay to the Company any gain realized or payment received upon the vesting, exercise or settlement of the Award or sale of the underlying Shares valued as of the date of vesting, exercise, settlement or sale, as applicable, and/or (c) reducing or offsetting future incentive compensation.
19.Governing Law. The interpretation, performance and enforcement of this Agreement will be governed by the laws of the State of Delaware.
4





20.Data Privacy. This clause cancels and supersedes clause 11.8 of the Plan. Each Participant acknowledges that, in order to perform, including to implement, manage and administer the Plan and the Agreement (“Purposes”), it is necessary to collect and process personal information concerning the Participant including: Participant’s name, home address, telephone number, date of birth, social security number (where allowed), or insurance number, or national identification number (where allowed), passport number (where allowed), salary, nationality, job title(s), any shares of stock held in the Company or any of its Subsidiaries, details of all Awards (“Data”). Company, having its registered office at Hadrian House, Wincomblee Road, Newcastle Upon Tyne, NE6 3PL, United Kingdom, is the data controller for such processing. As the case may be, Data are collected directly from the Participant or are provided by the Employer.
The Data collected for the Purposes are processed on the basis of the performance of the Agreement. In addition, Company uses the Data (i) in order to comply with securities law and financial reporting and other legal requirements, and (ii) on the basis of its legitimate interest in case of a pending and/or threatening dispute and/or (legal) claim, investigation by a relevant supervisory authority, litigation or arbitration, to determine its legal position, in order to obtain (external) advice and/or to establish and/or defend its (legal) position and/or to exercise a (legal) claim.
Data may be disclosed to Subsidiaries’ (including Employer) or to third-party stock plan administrators (including banks, brokers, custodians, central securities depositories, stock exchanges, etc.), their respective auditors, advisors and consultants and any other parties as may be required or appropriate for the Purposes. Data may also be made available to public authorities where required by law or regulation and may also be disclosed to judicial and arbitration courts and/or committees and external advisors. These entities and authorities may be located in the United States, the European Economic Area, or elsewhere, including in territories where data protection laws may not be as protective as in the Participant’s jurisdiction of residence. Where relevant, the Company and its Subsidiaries will implement appropriate safeguards as required by applicable law to ensure the protection of the Data when disclosing the Data to a third party or transferring data to a third country, such as implementing the standard contractual clauses adopted by the European Commission and the UK Government or relying on an adequacy decision (if available). Participant may request a copy of such safeguards by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative.
Participant may request to have access to the Data, to rectify any such Data, to erase the Data, to restrict processing of the Data, to object to the processing of the Data, as well as request Data portability pursuant to Articles 15 to 21 of the GDPR and the UK GDPR, and has the right to file complaints and/or claims with the competent data protection authority. Requests regarding the Data, questions or complaints may be addressed by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative.
It is obligatory for the Participant to provide any Data requested for the purposes of entering into the Agreement. If the Participant chooses not to furnish any Data requested or restrict the processing of the Data, Company will not be able to perform its obligations under the Plan.
Data will be held and used only as long as is necessary for the Purposes. Only where the Company and/or its Subsidiaries are legally obliged to (e.g. for compliance with legal and financial reporting purposes), or where this is necessary for defending their interests in the context of judicial proceedings, the Company and/or its Subsidiaries will store the Data for longer periods. Participant may request further information on retention period applicable to the Data by contacting the TechnipFMC
5





Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative.
Participant may find further country-specific information on the processing of the Data under Schedule A of the Agreement, including but not limited to the contact details of the local Data Protection Officer, if any.
If Participant is employed by a Subsidiary established outside of the UK or European Economic Area and to the extent its consent to the processing and/or the transfer of Data is required by applicable law (see country-specific information in Schedule A of the Agreement), Participant hereby consents to such processing and/or transfer as described in this clause 20 of the Agreement. At any time, Participant may withdraw the consent given herein in writing by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative. Participants acknowledges, agrees and accepts that in the event he or she chooses to withdraw his or her consent, Company may not be able to perform its obligations and administer the Plan and the Agreement.
21.Securities Law Notification and Restrictions on Trading. The Company’s Code of Business Conduct and Insider Trading Compliance Policy (the “Company Policies”) and the insider trading and anti-market abuse rules of the U.S. Securities Exchange Act and the Market Abuse Regulation ((EU) No 596/2014 (MAR) (collectively the “Insider Trading Rules”), may impact the ability to sell Shares acquired under this Agreement and the Plan while the Participant has material nonpublic inside information regarding the Company. In addition, the Insider Trading Rules prohibit the Participant from recommending to other persons to engage in insider trading or induce other persons to engage in insider trading, unlawfully disclose material non-public inside information and/or engage in or attempt to engage in market manipulation while in possession of material non-public inside information. By accepting this Agreement, the RSUs granted hereunder and participating in the Plan, Participant acknowledges having read and understood this Securities Law Notification and further acknowledges that it is Participant’s responsibility to comply with the Company Policies and the Insider Trading Rules.
22.Funding. The RSUs represent an unfunded promise to pay and deliver Shares in the future. The Company may settle the RSUs through newly issued Shares, treasury Shares or Shares held in an employee benefit trust (EBT) established for the administrative convenience of the Company for the purpose of issuing Shares in settlement on behalf of the Company of Awards under the Plan, in its sole discretion and not for the purposes of funding the Plan. The Participant has no right to any Shares held in any EBT, or to have the RSUs settled on behalf of the Company in any Shares held by an EBT.
23.Definitions.
Unless otherwise provided on Schedule A, the Country Schedule:
(a)“Detrimental Activity” means
(i)the Participant’s willful and continued failure to substantially perform the Participant’s employment duties in any material respect (other than any such failure resulting from Disability), after a written demand for substantial performance is delivered to the Participant that specifically identifies the manner in which the Company believes the Participant has failed to perform the Participant’s duties, and after the Participant has failed to resume substantial performance of the Participant’s duties on a continuous basis within thirty (30) calendar days of receiving such demand;
6





(ii)the Participant’s willfully engaging in other conduct which is demonstrably and materially injurious to the Company or an affiliate;
(iii)the Participant’s having been convicted of, or pleading guilty or nolo contendere to, a felony under federal or state law; or
(iv)the Participant’s breach of any provision of the Confidentiality and Non-Compete Agreement.
(b)“Disability” means Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than twelve (12) months.

(c)    “Good Reason” means, without the Participant’s express written consent, the occurrence of any one or more of the following during the Protection Period:

(i)the assignment to the Participant of duties that result in a material diminution of the Participant’s authorities, duties, responsibilities, and status (including, without limitation, offices, titles and reporting requirements) as an employee of the Company (including, without limitation, any material adverse change in duties or status as a result of the stock of the Company ceasing to be publicly traded or of the Company becoming a subsidiary of another entity, or any material adverse change in the Participant’s reporting relationship, such as the chairman or chief executive officer ceasing to report to the Board of Directors of a publicly traded company), or a reduction or alteration in the nature or status of the Participant’s authorities, duties, or responsibilities from the greatest of those in effect (x) on the Grant Date, (y) during the fiscal year immediately preceding the year of the Change in Control, and (z) on the date immediately preceding the Change in Control;

(ii)the Company’s requiring the Participant to be based at a location which is at least one hundred (100) miles further from the Participant’s then current assigned work location immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Participant’s business obligations as of the Grant Date or as the same may be changed from time to time prior to a Change in Control;
(iii)a material reduction by the Company in the Participant’s then current salary of record paid as annual salary (excluding amounts received under incentive or other bonus plans), as in effect on the Grant Date or as the same may be increased during the Protection Period;
(iv)a material reduction in the Participant’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which the Participant participates from the greatest of the levels in place (x) on the Grant Date, (y) during the fiscal year immediately preceding the year of the Change in Control and (z) on the date immediately preceding the Change in Control; or
(v)any termination of Participant’s employment by the Company that is not effected pursuant to a written notice of termination which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment.
The existence of Good Reason will not be affected by the Participant’s temporary incapacity due to physical or mental illness not constituting a Disability. The Participant’s continued employment will
7





not constitute a waiver of the Participant’s rights with respect to any circumstance constituting Good Reason; however, “Good Reason” for Participant’s separation from employment will exist only if: the Participant provides written notice to the Company within ninety (90) days of the occurrence of any of the above listed events; the Company fails to cure the event within thirty (30) days following the Company’s receipt of Participant’s written notice; and the Participant separates from employment with the Company effective not later than twenty four (24) months after the original occurrence of the “Good Reason” event. For sake of clarity, the event giving rise to a Good Reason termination must occur during the Protection Period, but Participant’s actual termination of employment for Good Reason may occur after the end of the Protection Period, and such termination will be treated as if it occurred during the Protection Period for purposes of Section 3.
(d)    “Retirement” means termination of the Participant’s employment on or after the date that the Participant reaches the age of 62; provided that such termination is not due to Detrimental Activity.

(e)    “Significant Misconduct” means any conduct constituting fraud, material theft of the assets of the Company or its affiliates, bribery, corruption, other illegal acts, gross negligence, or willful misconduct involving the Company or its affiliates, in each case as determined in the sole discretion of the Committee.

(f)    “Significant Misconduct Period” means the twenty-four (24) months before and after the occurrence, discovery, or public disclosure of Significant Misconduct.



8





The Participant’s electronic signature below indicates the Participant’s acknowledgement and acceptance of the terms and conditions of this Agreement (including the Exhibits attached hereto) and the Plan.

Executed as of the Grant Date.

TechnipFMC plc
By:Valeria Santos
Name:Executive Vice President, People & Culture[Participant Name]
Signed Electronically Via Online Process

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
9





EXHIBIT A
CONFIDENTIALITY AND NON-COMPETE AGREEMENT
1.Confidentiality. Except as protected by Clause 5, Participant must not (except in the proper performance of Participant’s authorized duties as an employee of the Employer) while employed by the Employer or at any time without limit after the date on which Participant’s employment with the Employer terminates:
(a)divulge or communicate to any person;
(b)use for Participant’s own purposes or for any purposes other than those of the Employer or, as appropriate, any of its clients; or
(c)through any failure to exercise due care and diligence, cause any unauthorized disclosure of; any trade secrets, confidential, or proprietary information relating to the Company or any Subsidiary or any of its clients (“Confidential Information”). Confidential Information does not include any information that (i) is or becomes generally available or readily ascertainable to the public other than as a result, in whole or in part, by Participant’s disclosure or wrongful act; (ii) was available to Participant on a non-confidential basis before its disclosure by a member of the Company or any Subsidiary; (iii) becomes available to Participant on a non-confidential basis from a source other than the Company or any Subsidiary, provided that such source is not bound by a confidentiality agreement with the Company or any Subsidiary; or (iv) arises from the Participant's general training, knowledge, skill, or experience, whether gained on the job or otherwise. Participant must at all times use best efforts to prevent publication or disclosure of any Confidential Information. Participant further agrees that if Participant is questioned about information subject to this Agreement by anyone not authorized to receive such information, Participant will notify the Company within 24 hours. Except as required in performing Participant’s duties for the Company or any Subsidiary, Participant agrees not to remove from the Company’s or any Subsidiary’s premises or its control any Confidential Information including by copying or transmitting such information via personal digital device, mobile phone, external hard drives, USB “flash” drives, USB storage devices, Fire Wire storage devices, floppy discs, CD’s, DVD’s, personal email accounts, online or cloud storage accounts, memory cards, zip discs, and any other similar media or means of transmitting, storing, or archiving data outside of Company-supported systems. Upon termination of employment Participant agrees to return all Confidential Information in whatever form to the Company within 24 hours.
2.Restrictions. In the course of Participant’s employment Participant has been exposed to, and will continue to be exposed to, trade secrets and other Confidential Information and will acquire other proprietary knowledge relating to the Company’s and Subsidiaries’ current and planned operations in addition to being introduced to important actual and potential clients, customers, investors, service providers, vendors, suppliers, business partners, and other relationships of the Company and with other Subsidiaries. As such, the Company will be entrusting Participant with the goodwill of the Company and Confidential Information. Therefore, in consideration of the Company providing Participant with access to Confidential Information, and as an express incentive for the Company to enter into the Restricted Stock Unit Agreement and to continue employing Participant in a capacity in which Participant will have access to Confidential Information, subject to the terms of Clause 3, Participant agrees that, to the fullest extent permitted by law:

1





(a)Participant will not during the period of Participant’s employment with the Employer and for a period of 12 months after the termination of Participant’s employment (the “Restricted Period”), either directly, or through any other person, firm, or other organization (each, a “Person”):
(i)solicit, entice, or induce any Person that at any time during the last year of Participant’s employment with the Employer (that period referred to as the “Relevant Period”) was a supplier of the Company or a Subsidiary (and with whom Participant or one of Participant’s direct reports was actively involved during that time or in respect of which Participant is in possession of Confidential Information) to reduce the level of business between the supplier and the Company or such Subsidiary and Participant will not approach any supplier for that purpose or authorize or approve the taking of such actions by any other Person;
(ii)solicit business that is of the same or similar nature as that part of the Business with which Participant was materially concerned at any time during the Relevant Period or in respect of which Participant is in possession of Confidential Information as a result of Participant’s employment during the Relevant Period (such business referred to as the “Restricted Business”) from any Person that at any time during the Relevant Period was a customer or client of the Company or a Subsidiary (and with whom Participant or one of Participant’s direct reports was actively involved during that time or in respect of which Participant is in possession of Confidential Information) and Participant will not approach any client or customer for that purpose or authorize or approve the taking of such actions by any other Person. For the purposes of this restriction, the expression “customer or client” shall include all Persons from whom the Company or a Subsidiary has received inquiries for the provision of goods or services with respect to the Business where such inquiries have not been concluded; or
(iii)within the Restricted Area (as defined below) during the Restricted Period, be employed or engaged in or actively providing Participant’s services to any Restricted Entity, which involves the same or similar types of services the Participant performed for the Employer at any time during the last two years of the Participant’s employment with the Employer, which involve executive, financial, strategic, or operational duties, or in which the Participant could reasonably be expected to use or disclose Confidential Information, or own, acquire a financial interest in, manage, or operate any Restricted Entities, excluding the passive ownership of less than 1% of any Restricted Entity. The restrictions of this Clause 2(a)(iii) shall likewise apply if, although Participant’s place of work is located outside the Restricted Area, Participant’s activity is performed for the benefit of a Restricted Business located in the Restricted Area.
As used herein, “Business” means any business that is engaged in the business of projects, technologies, systems, and/or services in the field of oil, gas and/or petrochemicals or any other business in which the Employer is engaged during Participant’s employment or in which Employer has taken material steps toward engaging, as of the termination of Participant’s employment; “Restricted Area” means each country, territory, county, parish, borough, or equivalent thereof in which (A) the Company or a Subsidiary that employs Participant has customers or service assignments about which Participant received or obtained Confidential Information during Participant’s employment, (B) Participant had a customer or service assignment for the Company or any Subsidiary in the one-year period preceding, or (C) in which the Company or any Subsidiary had a work site, job site, facility, or office at which Participant
2





had work activity for the Company or any Subsidiary in the one-year period preceding; and “Restricted Entity” means any business engaged in or preparing to engage in the Business in competition with the Employer, including but not limited to: Baker Hughes Company, Halliburton Company, McDermott International, Inc., National Oilwell Varco, Inc., Saipem S.p.A, Schlumberger Limited, Subsea 7 S.A., Weatherford International plc, and any companies in their respective corporate groups and any successors thereto.

(b)During the Restricted Period, Participant will not employ or engage or otherwise solicit, entice, or induce any person who, during the Relevant Period, was an employee, consultant, or contractor of the Company or a Subsidiary and who was employed or engaged during that period in a senior sales, marketing, financial, managerial, professional, or equivalent capacity to become employed or engaged by Participant or any other Person, and Participant will not approach any such employee, consultant or contractor for such purpose or authorize or approve the taking of such actions by any other Person.

3.Limitations and amendments. The following amendments and limitations shall apply to restrictions in Clause 2;
(a)If Participant is a resident of California or North Dakota on the Grant Date, the “Restricted Period” for purposes of Clause 2(a) only shall be limited to the period of Participant’s employment with the Employer.
(b)If Participant is a resident of Colorado on the Grant Date, Participant acknowledges receiving written notice of the requirement to sign this Confidentiality and Non-Compete Agreement and a copy of the Confidentiality and Non-Compete Agreement to review, in accordance with Colorado law. Notwithstanding anything to the contrary, neither this Confidentiality and Non-Compete Agreement nor the consideration provided to Participant for signing and abiding by this Confidentiality and Non-Compete Agreement shall become effective, enforceable, and irrevocable until fourteen (14) days after Participant’s signature below.

(c)If Participant is a resident of Minnesota or Oklahoma on the Grant Date, the “Restricted Period” for purposes of Clause 2(a)(iii) only shall be limited to the period of Participant’s employment with the Employer.

(d)If Participant is a resident of Louisiana on the Grant Date, (i) the term “Restricted Area” shall mean the following parishes in Louisiana, provided that the Company or a Subsidiary carries on a like business therein as of the termination of Participant’s employment: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John the Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana and Winn, and (ii) all restrictions in Clause 2(a) shall be limited to the Restricted Area.

3





(e)The restrictions contained in Clause 2 will not apply if the Participant has received the prior written consent of the Company to Participant’s activities or if Participant will not be in competition with the Business in carrying out those activities.

(f)If the Employer suspends any of Participant’s duties under any notice period or garden leave provision of any employment contract entered into between Participant and the Company or any Subsidiary, the period after the end of Participant’s employment during which the restrictions shall apply shall be reduced so that the aggregate of the period of the suspension and the post-termination restrictions shall not exceed 12 months.

(g)The Company may add or remove entities from the list of Restricted Entities if there are any corporate re-organizations, mergers, acquisitions, divestitures, or other material changes in the corporate structure of any Restricted Entity and will notify Participant in writing of any changes to that list.

(h)Each of the restrictions in Clause 2 are separate and severable restrictions and are considered by the parties to be reasonable in all circumstances. It is agreed that if any such restriction by itself, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Employer but would be adjudged reasonable if part or parts of the wording were deleted or modified, the relevant restriction or restrictions shall apply with such deletion(s) or modification(s) as may be necessary to make it or them valid and effective. To the extent that any of the restrictions may not be so modified and would otherwise be unenforceable, then such restriction may be stricken from this Agreement without nullifying this Agreement or any other portion of this Agreement that would otherwise be enforceable.

(i) Participant acknowledges that Participant voluntarily agreed to the covenants set forth in Clause 2, and that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects; are not oppressive; are material and substantial parts of this Agreement; and are intended and necessary to prevent unfair competition and protect the Company’s and its Subsidiaries’ trade secrets and other Confidential Information, goodwill, and substantial and legitimate business interests, while allowing Participant to reasonably perform a business activity in line with Participant’s acquired skills and expertise without breaching the restrictions contained within Clause 2.

(j) For the avoidance of doubt, neither the technical termination of employment and reclassification as an independent contractor with the Employer, or the transfer of employment from the Company to any of its affiliates, shall constitute a termination of employment for purposes of this Confidentiality and Non-Compete Agreement.

4.Consideration. Participant acknowledges that access to Confidential Information, entering into the Restricted Stock Unit Agreement, the grant of the RSUs (as defined and subject to the terms therein) and other compensation and benefits of employment, are each sufficient consideration for entering into the restrictions in Clauses 1 and 2.

5.Non-Interference with Whistleblower Rights and Other Protected Activity. Nothing in this Confidentiality and Non-Compete Agreement prohibits the Participant from (A) reporting possible
4





violations of law or regulation to, cooperating with, or providing non-privileged information to any governmental agency or entity, including without limitation the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, Congress, any Inspector General, or any other federal, state or local governmental agency or entity, or law enforcement, (B) making disclosures that are protected under a “whistleblower” provision of law, (C) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, sexual assault, wage and hour violations or any other conduct that the Participant has reason to believe is unlawful, (D) consulting with the Participant’s legal counsel, or (E) exercising any rights the Participant may have under Section 7 of the National Labor Relations Act or similar applicable law, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions. Pursuant to 18 U.S.C. § 1833(b), and as set forth fully therein, notice is hereby given to the Participant that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.
6.     Enforcement of Covenants. The Company may take any and all action that it determines necessary and legally permissible to enforce this Agreement or to prevent any breach or threatened breach of Clause 1 or 2 of this Agreement, including but not limited to recovery of any damages caused by such breach or threatened breach, and/or taking court action to stop a Participant from breaching or potentially breaching the Agreement. Because of the difficulty of measuring economic losses to the Company and any Subsidiary from Participant’s breach of Clause 1 or 2 of this Agreement, and because of the immediate and irreparable damage that such breach would cause, with no other adequate remedy at law, Participant agrees that in the event the Company determines in its sole discretion that Participant is in breach or is threatening to breach of any such provisions, the Company is entitled to obtain injunctive relief (without the requirement of posting a bond) from a court of competent jurisdiction to stop or prohibit any such breach or threatened breach. Such injunctive relief is not the Company’s only or exclusive remedy for a breach or threatened breach of these covenants, but instead is in addition to all other rights and remedies available to the Company at law and in equity, including recovery of specific damages.

7.     Governing Law. The interpretation, performance and enforcement of this Confidentiality and Non-Compete Agreement will be governed by the laws of the state in which Participant provides or last provided services to the Employer, without reference to any conflict of laws rule that would result in the application of the laws of any other jurisdiction. The parties agree that all disputes arising under this Agreement shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in the state in which Participant provides or last provided services to the Employer, and Participant hereby agrees to consent to the personal jurisdiction of such court.

[Remainder of page left intentionally blank.]
5







The Participant’s electronic signature below indicates the Participant’s acknowledgement and acceptance of the terms and conditions of this Agreement.


TechnipFMC plc
By:Valeria Santos
Name:Executive Vice President, People & Culture[Participant Name]
Signed Electronically Via Online Process

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.
6





SCHEDULE A
TO TECHNIPFMC PLC 2022 INCENTIVE AWARD PLAN
RESTRICTED STOCK UNIT AWARD AGREEMENT
COUNTRY SCHEDULE
This Schedule A includes (i) additional terms and conditions applicable to all Participants, and (ii) additional terms applicable to Participants providing services to the Company in the countries identified below. These terms and conditions are in addition to those set forth in the Agreement, unless otherwise noted, and to the extent there are any inconsistencies between these terms and conditions and those set forth in the Agreement, these terms and conditions shall prevail. Any capitalized term used in this Schedule A without definition shall have the meaning ascribed to such term in the Plan or the Agreement, as applicable.
Participants are advised to seek appropriate professional advice as to how the relevant exchange control and tax laws in the country of residence may apply to Awards.
I.GLOBAL PROVISIONS APPLICABLE TO ALL PARTICIPANTS
By acceptance of the Award, the Participant acknowledges and agrees that:
(a)No Guarantee of Continued Service. THE VESTING OF THE RESTRICTED STOCK UNITS PURSUANT TO THE VESTING SCHEDULE WILL OCCUR ONLY IF THE PARTICIPANT CONTINUES AS A DIRECTOR, OR EMPLOYEE (AS APPLICABLE) OF THE COMPANY OR A SUBSIDIARY THROUGH THE APPLICABLE VESTING DATE UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THE AGREEMENT. THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR OR EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO EFFECT A TERMINATION OF SERVICES AT ANY TIME, AND FOR ANY REASON, NOR SHALL IT BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF ANY CONSULTANCY, DIRECTORSHIP, EMPLOYMENT OR OTHER SERVICE AGREEMENT BETWEEN A PARTICIPANT AND THE COMPANY OR ANY SUBSIDIARY.
(b)The Plan is discretionary in nature and that, subject to the terms of the Plan, the Company can amend, cancel or terminate the Plan at any time.
(c)The grant of the RSUs under the Plan is voluntary and occasional and does not give Participant any contractual or other right to receive RSUs or benefits in lieu of RSUs in the future, even if a Participant has received RSUs repeatedly in the past.
(d)All determinations with respect to any future awards, including, but not limited to, the times when awards under the Plan shall be granted and the terms thereof, including the time or times when any RSUs may vest, will be at the sole discretion of the Administrator.
(e)Participation in the Plan is voluntary.
(f)The value of the RSUs is an extraordinary item of compensation that is outside of the scope of any directorship, consultancy or employment contract or relationship.
1





(g)The RSUs are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.
(h)The RSUs shall expire, terminate and be forfeited upon Termination of Services for any reason, except as otherwise explicitly provided in this Agreement as may be modified by this Schedule A and/or the Plan.
(i)The future value of the Shares that may be issued upon vesting of the RSUs is unknown and cannot be predicted with any certainty.
(j)No claim or entitlement to compensation or damages arises from the expiration, termination or forfeiture of the RSUs or any portion thereof.
(k)Neither the Company nor any Subsidiary has provided, nor will they provide, any Participant with specific tax, legal or financial advice with respect to the RSUs, the Shares issuable upon vesting of RSUs, this Agreement, this Schedule A or the Plan. Neither the Company nor any Subsidiary is making, nor have they made, any recommendations relating to participation in the Plan, the receipt of the RSUs or the acquisition or sale of Shares upon receipt of RSUs.
(l)The Participant shall bear any and all risk associated with the exchange of currency and the fluctuation of currency exchange rates in connection with this Award, including without limitation in connection with the sale of any Shares issued upon settlement of the RSUs.
(m)It shall be the Participant’s responsibility to comply with any and all exchange control requirements applicable to the RSUs and the sale of Shares issued upon settlement of the RSUs and any resulting funds including, without limitation, reporting or repatriation requirements.
(n)The Participant shall be responsible for legal compliance requirements relating to the RSUs or the ownership and possible sale of any Shares issued upon settlement of the RSUs, including, but not limited to, tax reporting, the exchange of U.S. dollars into or from local currency, the transfer of funds to or from the United States, and the opening and use of a U.S. brokerage account.
(o)If this Agreement, the Plan, any website or any other document related to the RSUs is translated into a language other than English, and if the translated version is different from the English version, the English language version will take precedence. By acceptance of the RSUs, the Participant confirms having read and understood the documents relating to the Plan and the RSUs, including, without limitation, this Agreement and this Schedule A, which were provided in English, and waives any requirement for the Company to provide these documents in any other language.
(p)The Participant’s right to vest in the RSUs will terminate effective as of the date that is the earlier of (1) the effective date of the Participant’s Termination of Services (whether or not in breach of local labor laws), or (2) the date he or she is no longer actively providing services, regardless of any notice period or period of pay in lieu of such notice required under Applicable Laws (including, but not limited to statutory law, regulatory law and/or common law); the Company shall have the exclusive discretion to determine when the Participant is no longer actively providing services for purposes of the RSUs.
(q)To the extent the Participant is providing services in a country identified in Section II of this Schedule A, such Participant understands and agrees that the provisions for such country apply and are incorporated into the Agreement.
2





II.COUNTRY SPECIFIC PROVISIONS APPLICABLE TO PARTICIPANTS WHO PROVIDE SERVICES IN THE IDENTIFIED COUNTRIES
BRAZIL
The provisions of this Country Schedule for Brazil provide additional definitions and conditions for the purpose of granting RSUs which are intended to be granted to Employees and corporate officers who are resident in Brazil for tax, labour or securities law purposes.
1.Acknowledgment of Nature of Plan and RSUs. In accepting this Agreement, Participant acknowledges that in the event of termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s rights to unvested RSUs under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under applicable local laws (e.g., active employment would not include a period of “garden leave” or notice period). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of Participant’s RSUs.
2.Exchange Control Information. If Participant is a resident or domiciled in Brazil, Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than the applicable statutory threshold from time to time. Please note that the threshold may be changed annually.
3.Acknowledgment of Forfeiture and Claw-Back Provisions. In accepting this Agreement, Participant acknowledges being subject to the provisions of any forfeiture and claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law.
4.Securities Restrictions. The Company has not registered the awards granted under the Plan with the Brazilian Securities Commission and the Awards granted under the Plan do not constitute a public offer of the Shares. The Plan and this Agreement are only addressed to the Participant and other selected Employees and have not been offered or solicited by means of any public communication services. The Shares deliverable upon settlement of the RSUs under the Plan are not negotiable in Brazil.
5.Remittances. Any remittances from or to Brazil in connection with the Plan and the conversion between Brazilian reais and foreign currency (such as USD) associated with such remittances can only be carried out by means of a Brazilian financial institution authorized by the Central Bank of Brazil to operate in the foreign exchange market, which shall be responsible for withholding and paying any applicable Tax on Foreign Exchange Transactions and remitting the net amount after such deduction. The Participant is the taxpayer of the Tax on Foreign Exchange Transaction assigned by Brazilian applicable law. However, for the purposes of such foreign exchange transactions, in accepting this Agreement, each Participant appoints the relevant Employer as his or her representative with special powers to perform any and all acts necessary for the contracting and formalization of the foreign exchange transactions with the Brazilian financial institution responsible for the remittance, including, but not limited to, powers to sign foreign exchange contracts, provide to the Brazilian financial institution the Participant’s personal information and information related to the Participant’s participation in the Plan, and present additional supporting documents required by the Brazilian financial institution responsible for the remittance.

6.Tax Withholding. The Participant shall be responsible for collecting and paying any income tax, withholding tax and any other employment related taxes in Brazil, that is attributable to (1) the grant or vesting of, or any benefit the Participant derives from, the RSUs, (2) the Participant’s acquisition of Shares, (3) the disposal of any Shares, or (4) in the event of any repayment related to the scenario set forth in clause 18 above.


3





    7.     Termination of Service, Detrimental Activity, Disability, Good Reason, and Retirement. For the avoidance of doubt, the definitions of Termination of Service, Detrimental Activity, Disability, Good Reason, and Retirement shall be subject to Brazilian Labor Law (CLT) and its interpretation.

8.     Definitions. For all purposes of this Agreement and the Plan the following defined terms have been amended and shall apply:

(i)    "Retirement” means the termination of the Participant’s employment by the Company without cause, after the Participant has become eligible to receive a statutory retirement benefit under Brazilian social security law (INSS), provided that such termination is not due to Detrimental Activity.

Este Sumário tem caráter meramente informativo e não substitui, nem altera, os termos e condições do Technipfmc PLC 2022 Incentive Award Plan, do Restricted Stock Unit Agreement, e de quaisquer anexos aplicáveis, que prevalecerão em todos os casos. Em caso de qualquer divergência, inconsistência ou interpretação diversa entre este Sumário e os documentos formais do Plano, prevalecerão integralmente as disposições do Plano e dos demais instrumentos que o regem.

1.Plano e Integração: À luz do Acordo de Unidades de Ações Restritas (RSUs) (Restricted Stock Unit Agreement) concedidas sob o Plano de Incentivo 2022 (Incentive Award Plan) da TechnipFMC, o Plano rege em caso de conflito e integra o Acordo por referência.

2.Vesting: O cronograma de aquacise (vesting) ocorrerá em três parcelas anuais iguais, sendo 1/3 das RSUs adquirido a cada aniversário da Grant Date, desde que o Participante mantenha seu vínculo empregatício ativo até cada respectiva data de aquisição. As RSUs que não tiverem sido adquiridas até a data de término do vínculo empregatício serão automaticamente perdidas, exceto nos casos de morte, invalidez ou aposentadoria, conforme previsto no Acordo de Outorga.

3.Mudança de Controle: (i) se o prêmio for assumido/continuado, aplica-se o vesting normal, com pagamento antecipado em caso de desligamento elegível dentro de 24 meses; (ii) se não for assumido/continuado, ocorre vesting integral na data da Mudança de Controle.

4.Direitos antes do Vesting: Antes da aquisição (vesting), as RSUs não conferem ao Participante quaisquer direitos de voto, de transferência ou de disposição. Os equivalentes de dividendos, quando aplicáveis, serão apenas creditados e retidos, sen do pagos ao Participante somente quando e se as RSUs vierem a ser adquiridas.

5.Garantia de Emprego: O Acordo não garante continuidade de emprego, nem limita o direito da Empresa de encerrar o vínculo a qualquer tempo, conforme aplicável.

6.Impostos e Retenção: A Empresa cumprirá as regras de retenção de impostos e poderá reter ações no vesting para cobrir tributos, com base no valor de fechamento na NYSE na data aplicável.

7.Clawback: O prêmio está sujeito à política de clawback da Empresa e a recuperações adicionais em caso de “Conduta Significativa Indevida” (Significant Misconduct), conforme estabelecido no Plano.

8.Lei Aplicável: A legislação aplicável ao Acordo é a do Estado de Delaware, EUA.

9.Natureza e Liquidação das RSUs: As RSUs representam promessa não financiada de entrega futura de ações, podendo ser liquidadas com ações novas, de tesouraria ou via trust de benefícios, a critério da Empresa.

4





10.Confidencialidade e Não Competição: Aplicam-se ao Participante as obrigações de confidencialidade e não competição previstas no Anexo (Exhibit A), que integra o Acordo. Tais obrigações vigoram durante o vínculo com a Empresa e por 12 (doze) meses após o seu término. Nesse período, o Participante não poderá atuar, direta ou indiretamente, em negócios relacionados a projetos, tecnologias, sistemas ou serviços nos setores de petróleo, gás e petroquímico, incluindo empresas como Baker Hughes, Halliburton, McDermott, NOV, Saipem, Schlumberger, Subsea 7 e Weatherford, dentre outras (lista exemplificativa e sujeita a atualização). A restrição aplica-se aos países ou territórios em que, no último ano do vínculo de emprego, o Participante tenha atendido clientes, realizado assignments ou trabalhado em instalações da Empresa (Restricted Area). Adicionalmente, o Participante não poderá, nesse mesmo período, solicitar ou desviar clientes ou fornecedores com os quais tenha tido envolvimento relevante ou acesso a informações confidenciais no último ano, nem aliciar ou contratar empregados, consultores ou contratados-chave da Empresa.

11.Vesting durante aviso prévio e garden leave: o direito de vesting das RSUs termina na data em que o Participante deixar de prestar serviços ativos, independentemente de qualquer período de aviso prévio trabalhado, pagamento em substituição de aviso ou período de garden leave; a Empresa tem discricionariedade exclusiva para determinar quando cessa a prestação ativa de serviços.

12.“Aposentadoria” significa a rescisão do contrato de trabalho do Participante por iniciativa Companhia, sem justa causa, após o Participante tornar-se elegível à concessão de benefício de aposentadoria perante o sistema de previdência social brasileiro (INSS), desde que tal rescisão não decorra de Atividade Prejudicial.

13.Rescisão do Contrato de Trabalho, Atividade Prejudicial, Incapacidade, Justa Causa do Empregado e Aposentadoria. Para evitar dúvidas, as definições de Rescisão do Contrato de Trabalho, Atividade Prejudicial, Incapacidade, Justa Causa do Empregado e Aposentadoria estarão sujeitas à legislação trabalhista brasileira (CLT) e à sua interpretação.

14.Restrições de Valores Mobiliários. A Companhia não registrou as outorgas concedidas nos termos do Plano perante a Comissão de Valores Mobiliários (CVM), e tais outorgas não constituem oferta pública das Ações. O Plano e o presente Acordo são direcionados exclusivamente ao Participante e a outros Empregados selecionados, não tendo sido objeto de oferta ou solicitação por meio de quaisquer meios de comunicação ao público.

As Ações a serem entregues em decorrência da liquidação das RSUs nos termos do Plano não são negociáveis no Brasil.

15.Remessas. As remessas relacionadas ao Plano, bem como a conversão de reais para moeda estrangeira (como USD), devem ser realizadas por meio de instituição financeira brasileira autorizada pelo Banco Central a operar no mercado de câmbio. Essa instituição será responsável por reter e recolher o Imposto sobre Operações de Câmbio (IOF), sendo o Participante o contribuinte desse imposto nos termos da lei brasileira.

Ao aceitar o Acordo, o Participante nomeia o Empregador como seu representante, com poderes específicos para praticar todos os atos necessários à contratação e formalização das operações de câmbio junto à instituição financeira, incluindo a assinatura de contratos de câmbio, o fornecimento de informações pessoais e dados relativos à participação no Plano, bem como a apresentação de documentos adicionais exigidos.

5





UNITED ARAB EMIRATES
The provisions of this Country Schedule for United Arab Emirates provide additional definitions and conditions for the purpose of granting RSUs which are intended to be granted to Employees and corporate officers who are resident in the UAE for tax, labour or securities law purposes.
1.Disclaimer. This Agreement has not been approved or licensed by the Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in the United Arab Emirates. This Agreement is strictly private and confidential and the terms of the Agreement and the Plan have not been reviewed by, deposited or registered with the Securities and Commodities Authority or any other licensing authority or governmental agencies in the United Arab Emirates. This offer is being issued from outside the United Arab Emirates to a limited number of Employees of a Subsidiary of the Company and must not be provided to any person other than the original recipient and may not be reproduced or used for any other purpose. Further, the information contained in this Agreement and the Plan is not intended to lead to the issue of any securities or the conclusion of any other contract of whatsoever nature within the territory of the United Arab Emirates.
2.     Nature of Grant. The Participant acknowledges that the RSUs, the Agreement, the Plan, this Country Schedule, and their participation in the Plan does not create any claims against any entity within the Employer group employing them, either directly or indirectly. The Participant acknowledges that the RSUs and related benefits do not constitute a component of their “wages” for any legal purpose. Therefore, the RSUs and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as end of service gratuity and/or any other labor-related amounts which may be payable.
3.     Jurisdiction. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC – LCIA Arbitration Centre, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Dubai International Financial Centre The language to be used in the arbitration shall be English.

This Agreement does not form part of the Participant’s employment for any purposes whatsoever.
6
Exhibit 10.3

THE USE OF THE FOLLOWING NOTATION IN THE EXHIBIT INDICATES THAT THE CONFIDENTIAL PORTION HAS BEEN OMITTED PURSUANT TO ITEM 601(b)(10)(iv) WHEREBY CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED BECAUSE IT IS BOTH NOT MATERIAL AND THE REGISTRANT CUSTOMARILY AND ACTUALLY TREATS SUCH INFORMATION AS PRIVATE OR CONFIDENTIAL: [***]
PERFORMANCE STOCK UNIT AGREEMENT
PURSUANT TO THE
TECHNIPFMC PLC 2022 INCENTIVE AWARD PLAN
This Performance Stock Unit Agreement (the “Agreement”) is made as of [] (the “Grant Date”) by TechnipFMC plc, a public limited company incorporated under the laws of England and Wales (the “Company”), and [] (the “Participant”).
The TechnipFMC plc 2022 Incentive Award Plan (the “Plan”), as it may be amended or restated from time to time, is incorporated by reference and made a part of this Agreement and will control the rights and obligations of the Company and the Participant under this Agreement. Except as otherwise expressly provided herein, all capitalized terms have the meanings provided in the Plan. To the extent there is a conflict between the Plan and this Agreement, the provisions of the Plan will prevail.
The provisions of this Agreement are replaced, superseded and/or supplemented, as applicable, by the provisions of the Country Schedules applicable to the Participant as set forth on Schedule A.
The Compensation & Talent Committee of the Company’s Board of Directors (the “Committee”) determined that it would be to the competitive advantage and interest of the Company and its stockholders to grant an award of restricted stock units to the Participant, the amount of which will vary based on the Company’s performance, as an inducement to remain in the service of the Company or one of its affiliates (collectively, the “Employer”).
The Committee, on behalf of the Company, grants to the Participant an award of [] ROIC performance-based restricted stock units (the “PSUs”) of the Company’s ordinary shares (the “Shares”) and [] TSR performance-based restricted stock units (the “PSUs”) of the Company’s ordinary shares (the “Shares”), which reflects the number of Shares to be delivered based on achievement of Target Performance as set forth on Exhibit A (the “Target PSUs”). The actual number of Shares earned by the Participant will depend upon the satisfaction of the performance goals and in the amounts set forth on Exhibit A hereto (the “Performance Goals”) over the performance period set forth therein (the “Performance Period”). The number of PSUs earned by the Participant will be determined at a meeting of the Committee following the completion of the Performance Period, at which time the Committee will review and approve the Company’s calculation of the Company’s performance against the Performance Goals. The total number of Shares to be delivered will vary between 0% and 200% of the Target PSUs depending on the Company’s achievement against the Performance Goals. The number of Shares earned based on satisfaction of the Performance Goals being the “Earned PSUs.” No PSUs will be considered Earned PSUs unless and until the Compensation Committee certifies achievement against the Performance Goals. The date the Compensation Committee certifies achievement of such goals is the “Certification Date”.
The award is made upon the following terms and conditions:
1.Vesting and Settlement.
(a)The PSUs will vest on [] and after the conclusion of the Performance Period (the “Vesting Date”), subject to Participant's continued employment, appointment or service through the

    

Vesting Date, other than as provided in Sections 2 or 3 below. All PSUs will be forfeited upon Participant’s Termination of Service before the Vesting Date other than as provided in Sections 2 or 3 below. Prior to the Vesting Date, an Award remains subject to substantial risk of forfeiture.
(b)Shares equal to the vested and Earned PSUs will be delivered to the Participant on the third business day following the later of the Certification Date or the Vesting Date (the “Settlement Date”); provided, however, that the Settlement Date shall in no event be later than the date that is two and one-half months following the last day of the Performance Period (for the avoidance of doubt, this deadline is intended to comply with the “short-term deferral” exception from Section 409A of the Code).
2.Death, Disability or Retirement.
(a)Notwithstanding Section 1 hereof, in the event of the Participant’s death or Disability (as defined below) prior to the Vesting Date, the Participant (or his/her heirs, as the case may be) will retain the right to receive the Shares equal to the Earned PSUs on the Settlement Date.
(b)Notwithstanding Section 1 hereof, in the event of the Participant’s Retirement (as defined below) prior to the Vesting Date, the Participant will retain the right to receive the Shares equal to the Earned PSUs on the Settlement Date.
3.Change in Control. Notwithstanding anything in this Agreement to the contrary, upon a Change in Control the “Earned PSUs” will equal the Target PSUs and, where the surviving corporation or any parent corporation thereof:
(a)assumes or continues the Award, such Earned PSUs shall continue to be subject to vesting and forfeiture as provided in Sections 1 and 2, payable on the Vesting Date; provided, however, in the event of the Participant’s Termination of Service prior to the Vesting Date for a reason (i) other than Participant’s engaging in a Detrimental Activity (as defined below) or (ii) by Participant for Good Reason (as defined below) within twenty-four (24) months following the consummation of a Change in Control (the “Protection Period”), such Earned PSUs shall be payable upon the date of Participant’s Termination of Service, subject to Section 17.
(b)does not assume or continue the Award, such Earned PSUs shall be payable on the consummation of the Change in Control.
4.Confidentiality and Non-Competition. The Participant acknowledges that Participant is in possession of and has access to Confidential Information, as defined in Exhibit B, of the Company and its Subsidiaries, including material relating to the Company’s business, products, services, current and planned operations, in addition to being introduced to important actual and potential clients, customers, investors, service providers, vendors, suppliers, business partners, and other relationships of the Company. Participant acknowledges that the business, products, and services of the Company and its Subsidiaries are highly specialized and that it is essential that they be protected. Accordingly, by acceptance of the PSUs, Participant agrees to be bound by the terms and conditions of the Confidentiality and Non-Compete Agreement (the “Confidentiality and Non-Compete Agreement”) set forth on Exhibit B, which is incorporated herein by reference.
5.Rights and Obligations as Stockholder.
(a)Prior to the Settlement Date, the Participant may not vote, sell, exchange, transfer, pledge, hypothecate or otherwise dispose of any of the PSUs. The Participant will receive Dividend Equivalents on Earned PSUs, where applicable (see country annex for exceptions). Dividend Equivalents will be payable in cash only with respect to Earned PSUs and only on the Settlement Date.
2


(b)After the Settlement Date, the Participant agrees to comply with any and all Applicable Laws, the Company Policies (as defined in Section 21) and all other applicable Company policies regarding trading in the Shares received.
6.No Limitation on Rights of the Company. The granting of PSUs will not in any way affect the right or power of the Company to make adjustments, reclassifications or changes in its capital or business structure or to merge, consolidate, reincorporate, dissolve, liquidate or sell or transfer all or any part of its business or assets.
7.Employment. Nothing in this Agreement or in the Plan will be construed as constituting a commitment, guarantee, agreement or understanding of any kind or nature that the Employer will continue to employ, work with or appoint the Participant, or as affecting in any way the right of the Employer to terminate the employment, service or appointment of the Participant at any time.
8.Government Regulation. The Company’s obligation to deliver Shares will be subject to all Applicable Laws, rules and regulations and to such approvals by any governmental agencies or national securities exchanges as may be required.
9.Withholding. The Employer, in accordance with the terms of the Plan, will comply with all applicable withholding tax laws and will be entitled to take any action necessary to effectuate such compliance. The Company may withhold a portion of the Shares to which the Participant or beneficiary otherwise would be entitled equivalent in value to the taxes required to be withheld, determined based upon the Fair Market Value of the Shares. For purposes of withholding, Fair Market Value shall be equal to the closing price (as reported on the New York Stock Exchange) of the amount of the Shares earned by the Participant pursuant to this award on the Settlement Date, or, if the Settlement Date is not a business day, the next business day immediately following the Settlement Date.
10.Notice. Any notice to the Company provided for in this Agreement will be addressed to it in care of its Secretary, TechnipFMC plc, 13460 Lockwood Road, Houston, Texas 77044, and any notice to the Participant (or other person entitled to receive the PSUs) will be addressed to such person at the Participant’s address now on file with the Company, or to such other address as either may designate to the other in writing. All notices will be deemed to be duly given as provided in Section 13.
11.Administration. The Committee administers the Plan and delegates certain administrative authority in accordance with the Plan. The Participant’s rights under this Agreement are expressly subject to the terms and conditions of the Plan and the Sub-Plans, if any, a copy of which has been made available to the Participant.
12.Binding Effect. This Agreement will inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.
13.Sole Agreement. This Agreement constitutes the entire agreement between the parties to it relating to the PSUs and supersedes any and all prior oral and written representations. This Agreement may only be amended by written agreement between the Company and the Participant.
14.Delivery of Documents. Any document relating to participation in the Plan or any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given (except to the extent that this Agreement provides for effectiveness only upon actual receipt of such notice) upon personal delivery, electronic delivery at the e-mail address, if any, provided for the Participant by the Company, or upon deposit in a government sponsored postal service, by registered or certified mail, or with an internationally recognized overnight courier service, with postage and fees prepaid, addressed to the other party at the address shown below that party’s signature hereto or at such other address as such party may designate in writing from time to time to the other party.
3


15.Description of Electronic Delivery. The Plan documents, which include: the Plan, this Agreement, the Plan’s prospectus, or any reports of the Company provided generally to the Company’s stockholders, may be delivered to the Participant electronically. In addition, the Participant may deliver electronically the Agreement to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include the delivery of a link to a Company intranet or the internet site of a third party involved in administering the Plan, the delivery of the document via e-mail or such other means of electronic delivery specified by the Company. The Participant may revoke his or her consent to the electronic delivery of documents or may change the electronic mail address to which such documents are to be delivered (if Participant has provided an electronic mail address) at any time by notifying the Company of such revoked consent or revised e-mail address by telephone, postal service or electronic mail. Finally, the Participant understands that he or she is not required to consent to electronic delivery of documents described herein. Electronic execution of this Agreement shall have the same binding effect as a written or hard copy signature and accordingly, shall bind the Participant and the Company to all of the terms and conditions set forth in the Plan and this Agreement.
16.Paper Copies. Participant acknowledges that he or she may receive from the Company a paper copy of any documents delivered electronically at no cost to the Participant by contacting the Company by telephone or in writing. The Participant further acknowledges that the Participant will be provided with a paper copy of any documents if the attempted electronic delivery of such documents fails. Similarly, the Participant understands that the Participant must provide the Company or any designated third party administrator with a paper copy of any documents if the attempted electronic delivery or execution of such document fails.
17.Section 409A. This Award is intended to comply with or be exempt from Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). Notwithstanding any other provision of the Plan or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, then (a) to the extent necessary to avoid any imposition of taxes under Section 409A on the Participant, and payment of the Award is made upon the Participant’s termination of employment or service, then such payment will only be made if such termination is a “separation from service” within the meaning of Section 409A and if the Participant is a “specified employee” as defined in Section 409A, then such payment will be delayed until the first business day following the six month anniversary of such separation from service, (b) to the extent necessary to avoid any imposition of taxes under Section 409A on the Participant, and payment of the Award is made upon or following a Change in Control, then such payment will only be made if such Change in Control is a “change in control event” as defined in Section 409A, and (c) the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
18.Clawback. This Award and any other Awards granted to the Participant (including any proceeds, gains or other economic benefit actually or constructively received by Participant upon receipt, vesting, settlement or exercise of this Award or upon the receipt or resale of any Shares underlying this Award) shall be subject to the provisions of the Company’s clawback policy as in effect from time to time, including, without limitation, any modifications thereto as is necessary to comply with the requirements of Applicable Law, including, without limitation, the Dodd-Frank Wall Street Reform and Consumer Protection Act and any rules or regulations promulgated thereunder. In addition, in the event the Participant engages in Significant Misconduct, the Committee may, in its sole discretion, recover the
4


PSUs and any other Awards (including any proceeds, gains or other economic benefit the Participant actually or constructively receives upon receipt of the Award or the vesting, exercise, settlement or resale of any Shares underlying any Awards) if the Awards were awarded, vested, exercised, settled or paid during the Significant Misconduct Period by: (a) cancelling any Award, in whole or in part, whether or not vested or deferred, (b) requiring the Participant repay to the Company any gain realized or payment received upon the vesting, exercise or settlement of the Award or sale of the underlying Shares valued as of the date of vesting, exercise, settlement or sale, as applicable, and/or (c) reducing or offsetting future incentive compensation.
19.Governing Law. The interpretation, performance and enforcement of this Agreement will be governed by the laws of the State of Delaware.
20.Data Privacy. This clause cancels and supersedes clause 11.8 of the Plan. Each Participant acknowledges that, in order to perform, including to implement, manage and administer the Plan and the Agreement (“Purposes”), it is necessary to collect and process personal information concerning the Participant including: Participant’s name, home address, telephone number, date of birth, social security number (where allowed), or insurance number, or national identification number (where allowed), passport number (where allowed), salary, nationality, job title(s), any shares of stock held in the Company or any of its Subsidiaries, details of all Awards (“Data”). Company, having its registered office at Hadrian House, Wincomblee Road, Newcastle Upon Tyne, NE6 3PL, United Kingdom, is the data controller for such processing. As the case may be, Data are collected directly from the Participant or are provided by the Employer.
The Data collected for the Purposes are processed on the basis of the performance of the Agreement. In addition, Company uses the Data (i) in order to comply with securities law and financial reporting and other legal requirements, and (ii) on the basis of its legitimate interest in case of a pending and/or threatening dispute and/or (legal) claim, investigation by a relevant supervisory authority, litigation or arbitration, to determine its legal position, in order to obtain (external) advice and/or to establish and/or defend its (legal) position and/or to exercise a (legal) claim.
Data may be disclosed to Subsidiaries’ (including Employer) or to third-party stock plan administrators (including banks, brokers, custodians, central securities depositories, stock exchanges, etc.), their respective auditors, advisors and consultants and any other parties as may be required or appropriate for the Purposes. Data may also be made available to public authorities where required by law or regulation and may also be disclosed to judicial and arbitration courts and/or committees and external advisors. These entities and authorities may be located in the United States, the European Economic Area, or elsewhere, including in territories where data protection laws may not be as protective as in the Participant’s jurisdiction of residence. Where relevant, the Company and its Subsidiaries will implement appropriate safeguards as required by applicable law to ensure the protection of the Data when disclosing the Data to a third party or transferring data to a third country, such as implementing the standard contractual clauses adopted by the European Commission and the UK Government or relying on an adequacy decision (if available). Participant may request a copy of such safeguards by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative.
5


Participant may request to have access to the Data, to rectify any such Data, to erase the Data, to restrict processing of the Data, to object to the processing of the Data, as well as request Data portability pursuant to Articles 15 to 21 of the GDPR and the UK GDPR, and has the right to file complaints and/or claims with the competent data protection authority. Requests regarding the Data, questions or complaints may be addressed by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative.
It is obligatory for the Participant to provide any Data requested for the purposes of entering into the Agreement. If the Participant chooses not to furnish any Data requested or restrict the processing of the Data, Company will not be able to perform its obligations under the Plan.
Data will be held and used only as long as is necessary for the Purposes. Only where the Company and/or its Subsidiaries are legally obliged to (e.g. for compliance with legal and financial reporting purposes), or where this is necessary for defending their interests in the context of judicial proceedings, the Company and/or its Subsidiaries will store the Data for longer periods. Participant may request further information on retention period applicable to the Data by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative.
Participant may find further country-specific information on the processing of the Data under Schedule A of the Agreement, including but not limited to the contact details of the local Data Protection Officer, if any.
If Participant is employed by a Subsidiary established outside of the UK or European Economic Area and to the extent its consent to the processing and/or the transfer of Data is required by applicable law (see country-specific information in Schedule A of the Agreement), Participant hereby consents to such processing and/or transfer as described in this clause 20 of the Agreement. At any time, Participant may withdraw the consent given herein in writing by contacting the TechnipFMC Data Protection Office at privacy@TechnipFMC.com or Participant’s local human resources representative. Participants acknowledges, agrees and accepts that in the event he or she chooses to withdraw his or her consent, Company may not be able to perform its obligations and administer the Plan and the Agreement.
21.Securities Law Notification and Restrictions on Trading. The Company’s Code of Business Conduct and Insider Trading Compliance Policy (the “Company Policies”) and the insider trading and anti-market abuse rules of the U.S. Securities Exchange Act and the Market Abuse Regulation ((EU) No 596/2014 (MAR) (collectively the “Insider Trading Rules”), may impact the ability to sell Shares acquired under this Agreement and the Plan while the Participant has material nonpublic inside information regarding the Company. In addition, the Insider Trading Rules prohibit the Participant from recommending to other persons to engage in insider trading or induce other persons to engage in insider trading, unlawfully disclose material non-public inside information and/or engage in or attempt to engage in market manipulation while in possession of material non-public inside information. By accepting this Agreement, the PSUs granted hereunder and participating in the Plan, Participant acknowledges having read and understood this Securities Law Notification and further acknowledges that it is Participant’s responsibility to comply with the Company Policies and the Insider Trading Rules.
22.Funding. The PSUs represent an unfunded promise to pay and deliver Shares in the future. The Company may settle the PSUs through newly issued Shares, treasury Shares or Shares held in an employee benefit trust (EBT) established for the administrative convenience of the Company for the
6


purpose of issuing Shares in settlement on behalf of the Company of Awards under the Plan, in its sole discretion and not for the purposes of funding the Plan. The Participant has no right to any Shares held in any EBT, or to have the PSUs settled on behalf of the Company in any Shares held by an EBT.
23.Definitions.
Unless otherwise provided on Schedule A, the Country Schedule:
(a)“Detrimental Activity” means
(i)the Participant’s willful and continued failure to substantially perform the Participant’s employment duties in any material respect (other than any such failure resulting from Disability), after a written demand for substantial performance is delivered to the Participant that specifically identifies the manner in which the Company believes the Participant has failed to perform the Participant’s duties, and after the Participant has failed to resume substantial performance of the Participant’s duties on a continuous basis within thirty (30) calendar days of receiving such demand;
(ii)the Participant’s willfully engaging in other conduct which is demonstrably and materially injurious to the Company or an affiliate;
(iii)the Participant’s having been convicted of, or pleading guilty or nolo contendere to, a felony under federal or state law; or
(iv)the Participant’s breach of any provision of the Confidentiality and Non-Compete Agreement.
(b)“Disability” means Participant’s inability to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or that can be expected to last for a continuous period of not less than twelve (12) months.
(c)“Good Reason” means, without the Participant’s express written consent, the occurrence of any one or more of the following during the Protection Period:
(i)the assignment to the Participant of duties that result in a material diminution of the Participant’s authorities, duties, responsibilities, and status (including, without limitation, offices, titles and reporting requirements) as an employee of the Company (including, without limitation, any material adverse change in duties or status as a result of the stock of the Company ceasing to be publicly traded or of the Company becoming a subsidiary of another entity, or any material adverse change in the Participant’s reporting relationship, such as the chairman or chief executive officer ceasing to report to the Board of Directors of a publicly traded company), or a reduction or alteration in the nature or status of the Participant’s authorities, duties, or responsibilities from the greatest of those in effect (x) on the Grant Date, (y) during the fiscal year immediately preceding the year of the Change in Control, and (z) on the date immediately preceding the Change in Control;
(ii)the Company’s requiring the Participant to be based at a location which is at least one hundred (100) miles further from the Participant’s then current assigned work location
7


immediately prior to the Change in Control, except for required travel on the Company’s business to an extent substantially consistent with the Participant’s business obligations as of the Grant Date or as the same may be changed from time to time prior to a Change in Control;
(iii)a material reduction by the Company in the Participant’s then current salary of record paid as annual salary (excluding amounts received under incentive or other bonus plans), as in effect on the Grant Date or as the same may be increased during the Protection Period;
(iv)a material reduction in the Participant’s level of participation in any of the Company’s short- and/or long-term incentive compensation plans, or employee benefit or retirement plans, policies, practices, or arrangements in which the Participant participates from the greatest of the levels in place (x) on the Grant Date, (y) during the fiscal year immediately preceding the year of the Change in Control and (z) on the date immediately preceding the Change in Control; or
(v)any termination of Participant’s employment by the Company that is not effected pursuant to a written notice of termination which sets forth in reasonable detail the facts and circumstances claimed to provide a basis for termination of the Participant’s employment.
The existence of Good Reason will not be affected by the Participant’s temporary incapacity due to physical or mental illness not constituting a Disability. The Participant’s continued employment will not constitute a waiver of the Participant’s rights with respect to any circumstance constituting Good Reason; however, “Good Reason” for Participant’s separation from employment will exist only if: the Participant provides written notice to the Company within ninety (90) days of the occurrence of any of the above listed events; the Company fails to cure the event within thirty (30) days following the Company’s receipt of Participant’s written notice; and the Participant separates from employment with the Company effective not later than twenty four (24) months after the original occurrence of the “Good Reason” event. For sake of clarity, the event giving rise to a Good Reason termination must occur during the Protection Period, but Participant’s actual termination of employment for Good Reason may occur after the end of the Protection Period, and such termination will be treated as if it occurred during the Protection Period for purposes of Section 3.
(d)“Retirement” means termination of the Participant’s employment on or after the date that the Participant reaches the age of 62; provided that such termination is not due to Detrimental Activity.
(e)“Significant Misconduct” means any conduct constituting fraud, material theft of the assets of the Company or its affiliates, bribery, corruption, other illegal acts, gross negligence, or willful misconduct involving the Company or its affiliates, in each case as determined in the sole discretion of the Committee.
(f)“Significant Misconduct Period” means the twenty-four (24) months before and after the occurrence, discovery, or public disclosure of Significant Misconduct.



8


The Participant’s electronic signature below indicates the Participant’s acknowledgement and acceptance of the terms and conditions of this Agreement (including the Exhibits attached hereto) and the Plan.
Executed as of the Grant Date.
TechnipFMC plc
By:Valeria Santos
Name:Executive Vice President, People & Culture[Participant Name]
Signed Electronically Via Online Process

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.















EXHIBIT A

PERFORMANCE PERIOD: []
PERFORMANCE GOALS AND EARNED PSUS
[***]



10




CONFIDENTIALITY AND NON-COMPETE AGREEMENT
1.Confidentiality. Except as protected by Clause 5, Participant must not (except in the proper performance of Participant’s authorized duties as an employee of the Employer) while employed by the Employer or at any time without limit after the date on which Participant’s employment with the Employer terminates:
(a)divulge or communicate to any person;
(b)use for Participant’s own purposes or for any purposes other than those of the Employer or, as appropriate, any of its clients; or
(c)through any failure to exercise due care and diligence, cause any unauthorized disclosure of; any trade secrets, confidential, or proprietary information relating to the Company or any Subsidiary or any of its clients (“Confidential Information”). Confidential Information does not include any information that (i) is or becomes generally available or readily ascertainable to the public other than as a result, in whole or in part, by Participant's disclosure or wrongful act; (ii) was available to Participant on a non-confidential basis before its disclosure by a member of the Company or any Subsidiary; (iii) becomes available to Participant on a non-confidential basis from a source other than the Company or any Subsidiary, provided that such source is not bound by a confidentiality agreement with the Company or any Subsidiary; or (iv) arises from the Participant's general training, knowledge, skill, or experience, whether gained on the job or otherwise. Participant must at all times use best efforts to prevent publication or disclosure of any Confidential Information. Participant further agrees that if Participant is questioned about information subject to this Agreement by anyone not authorized to receive such information, Participant will notify the Company within 24 hours. Except as required in performing Participant’s duties for the Company or any Subsidiary, Participant agrees not to remove from the Company’s or any Subsidiary’s premises or its control any Confidential Information including by copying or transmitting such information via personal digital device, mobile phone, external hard drives, USB “flash” drives, USB storage devices, Fire Wire storage devices, floppy discs, CD’s, DVD’s, personal email accounts, online or cloud storage accounts, memory cards, zip discs, and any other similar media or means of transmitting, storing, or archiving data outside of Company-supported systems. Upon termination of employment Participant agrees to return all Confidential Information in whatever form to the Company within 24 hours.
2.Restrictions. In the course of Participant’s employment Participant has been exposed to, and will continue to be exposed to, trade secrets and other Confidential Information and will acquire other proprietary knowledge relating to the Company’s and Subsidiaries’ current and planned operations in addition to being introduced to important actual and potential clients, customers, investors, service providers, vendors, suppliers, business partners, and other relationships of the Company and with other Subsidiaries. As such, the Company will be entrusting Participant with the goodwill of the Company and Confidential Information. Therefore, in consideration of the Company providing Participant with access to Confidential Information, and as an express incentive for the Company to enter into the Performance Stock Unit Agreement and to continue employing Participant in a capacity in which Participant will have access to Confidential Information, subject to the terms of Clause 3, Participant agrees that, to the fullest extent permitted by law:

(a)Participant will not during the period of Participant’s employment with the Employer and for a period of 12 months after the termination of Participant’s employment (the
11


“Restricted Period”), either directly, or through any other person, firm, or other organization (each, a “Person”):
(i)solicit, entice, or induce any Person that at any time during the last year of Participant’s employment with the Employer (that period referred to as the “Relevant Period”) was a supplier of the Company or a Subsidiary (and with whom Participant or one of Participant’s direct reports was actively involved during that time or in respect of which Participant is in possession of Confidential Information) to reduce the level of business between the supplier and the Company or such Subsidiary and Participant will not approach any supplier for that purpose or authorize or approve the taking of such actions by any other Person;
(ii)solicit business that is of the same or similar nature as that part of the Business with which Participant was materially concerned at any time during the Relevant Period or in respect of which Participant is in possession of Confidential Information as a result of Participant’s employment during the Relevant Period (such business referred to as the “Restricted Business”) from any Person that at any time during the Relevant Period was a customer or client of the Company or a Subsidiary (and with whom Participant or one of Participant’s direct reports was actively involved during that time or in respect of which Participant is in possession of Confidential Information) and Participant will not approach any client or customer for that purpose or authorize or approve the taking of such actions by any other Person. For the purposes of this restriction, the expression “customer or client” shall include all Persons from whom the Company or a Subsidiary has received inquiries for the provision of goods or services with respect to the Business where such inquiries have not been concluded; or
(iii)within the Restricted Area (as defined below) during the Restricted Period, be employed or engaged in or actively providing Participant’s services to any Restricted Entity, which involves the same or similar types of services the Participant performed for the Employer at any time during the last two years of the Participant’s employment with the Employer, which involve executive, financial, strategic, or operational duties, or in which the Participant could reasonably be expected to use or disclose Confidential Information, or own, acquire a financial interest in, manage, or operate any Restricted Entities, excluding the passive ownership of less than 1% of any Restricted Entity. The restrictions of this Clause 2(a)(iii) shall likewise apply if, although Participant’s place of work is located outside the Restricted Area, Participant’s activity is performed for the benefit of a Restricted Business located in the Restricted Area.

As used herein, “Business” means any business that is engaged in the business of projects, technologies, systems, and/or services in the field of oil, gas and/or petrochemicals or any other business in which the Employer is engaged during Participant’s employment or in which Employer has taken material steps toward engaging, as of the termination of Participant’s employment; “Restricted Area” means each country, territory, county, parish, borough, or equivalent thereof in which (A) the Company or a Subsidiary that employs Participant has customers or service assignments about which Participant received or obtained Confidential Information during Participant’s employment, (B) Participant had a customer or service assignment for the Company or any Subsidiary in the one-year period preceding, or (C) in which the Company or any Subsidiary had a work site, job site, facility, or office at which Participant had work activity for the Company or any Subsidiary in the one-year period preceding; and “Restricted Entity” means any business engaged in or preparing to engage in the Business in competition with the Employer, including but not limited to: Baker Hughes Company, Halliburton Company, McDermott International, Inc., National Oilwell Varco, Inc., Saipem S.p.A, Schlumberger
12


Limited, Subsea 7 S.A., Weatherford International plc, and any companies in their respective corporate groups and any successors thereto.

(b)During the Restricted Period, Participant will not employ or engage or otherwise solicit, entice, or induce any person who, during the Relevant Period, was an employee, consultant, or contractor of the Company or a Subsidiary and who was employed or engaged during that period in a senior sales, marketing, financial, managerial, professional, or equivalent capacity to become employed or engaged by Participant or any other Person, and Participant will not approach any such employee, consultant or contractor for such purpose or authorize or approve the taking of such actions by any other Person.
3.Limitations and amendments. The following amendments and limitations shall apply to restrictions in Clause 2;
(a)If Participant is a resident of California or North Dakota on the Grant Date, the “Restricted Period” for purposes of Clause 2(a) only shall be limited to the period of Participant’s employment with the Employer.
(b)If Participant is a resident of Colorado on the Grant Date, Participant acknowledges receiving written notice of the requirement to sign this Confidentiality and Non-Compete Agreement and a copy of the Confidentiality and Non-Compete Agreement to review, in accordance with Colorado law. Notwithstanding anything to the contrary, neither this Confidentiality and Non-Compete Agreement nor the consideration provided to Participant for signing and abiding by this Confidentiality and Non-Compete Agreement shall become effective, enforceable, and irrevocable until fourteen (14) days after Participant’s signature below.
(c)If Participant is a resident of Minnesota or Oklahoma on the Grant Date, the “Restricted Period” for purposes of Clause 2(a)(iii) only shall be limited to the period of Participant’s employment with the Employer.

(d)If Participant is a resident of Louisiana on the Grant Date, (i) the term “Restricted Area” shall mean the following parishes in Louisiana, provided that the Company or a Subsidiary carries on a like business therein as of the termination of Participant’s employment: Acadia, Allen, Ascension, Assumption, Avoyelles, Beauregard, Bienville, Bossier, Caddo, Calcasieu, Caldwell, Cameron, Catahoula, Claiborne, Concordia, DeSoto, East Baton Rouge, East Carroll, East Feliciana, Evangeline, Franklin, Grant, Iberia, Iberville, Jackson, Jefferson, Jefferson Davis, Lafayette, Lafourche, LaSalle, Lincoln, Livingston, Madison, Morehouse, Natchitoches, Orleans, Ouachita, Plaquemines, Pointe Coupee, Rapides, Red River, Richland, Sabine, St. Bernard, St. Charles, St. Helena, St. James, St. John the Baptist, St. Landry, St. Martin, St. Mary, St. Tammany, Tangipahoa, Tensas, Terrebonne, Union, Vermilion, Vernon, Washington, Webster, West Baton Rouge, West Carroll, West Feliciana and Winn, and (ii) all restrictions in Clause 2(a) shall be limited to the Restricted Area.
(e)The restrictions contained in Clause 2 will not apply if the Participant has received the prior written consent of the Company to Participant’s activities or if Participant will not be in competition with the Business in carrying out those activities.

13


(f)If the Employer suspends any of Participant’s duties under any notice period or garden leave provision of any employment contract entered into between Participant and the Company or any Subsidiary, the period after the end of Participant’s employment during which the restrictions shall apply shall be reduced so that the aggregate of the period of the suspension and the post-termination restrictions shall not exceed 12 months.
(g)The Company may add or remove entities from the list of Restricted Entities if there are any corporate re-organizations, mergers, acquisitions, divestitures, or other material changes in the corporate structure of any Restricted Entity and will notify Participant in writing of any changes to that list.
(h)Each of the restrictions in Clause 2 are separate and severable restrictions and are considered by the parties to be reasonable in all circumstances. It is agreed that if any such restriction by itself, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Employer but would be adjudged reasonable if part or parts of the wording were deleted, or modified the relevant restriction or restrictions shall apply with such deletion(s) or modification(s) as may be necessary to make it or them valid and effective. To the extent that any of the restrictions may not be so modified and would otherwise be unenforceable, then such restriction may be stricken from this Agreement without nullifying this Agreement or any other portion of this Agreement that would otherwise be enforceable.
(i)Participant acknowledges that Participant voluntarily agreed to the covenants set forth in Clause 2, and that the limitations and restrictions set forth herein, including geographical and temporal restrictions on certain competitive activities, are reasonable in all respects; are not oppressive; are material and substantial parts of this Agreement; and are intended and necessary to prevent unfair competition and protect the Company’s and its Subsidiaries’ trade secrets and other Confidential Information, goodwill, and substantial and legitimate business interests, while allowing Participant to reasonably perform a business activity in line with Participant’s acquired skills and expertise without breaching the restrictions contained within Clause 2.
(j)For the avoidance of doubt, neither the technical termination of employment and reclassification as an independent contractor with the Employer, or the transfer of employment from the Company to any of its affiliates, shall constitute a termination of employment for purposes of this Confidentiality and Non-Compete Agreement.

4.Consideration. Participant acknowledges that access to Confidential Information, entering into the Performance Stock Unit Agreement, the grant of the PSUs (as defined and subject to the terms therein) and other compensation and benefits of employment, are each sufficient consideration for entering into the restrictions in Clauses 1 and 2.

5.Non-Interference with Whistleblower Rights and Other Protected Activity. Nothing in this Confidentiality and Non-Compete Agreement prohibits the Participant from (A) reporting possible violations of law or regulation to, cooperating with, or providing non-privileged information to any governmental agency or entity, including without limitation the Securities and Exchange Commission, the Equal Employment Opportunity Commission, the National Labor Relations Board, the Occupational Safety and Health Administration, the Department of Justice, Congress, any Inspector General, or any other federal, state or local governmental agency or entity, or law enforcement, (B) making disclosures that are protected under a “whistleblower” provision of law, (C) discussing or disclosing information about unlawful acts in the workplace, such as harassment, discrimination, retaliation, sexual assault, wage
14


and hour violations or any other conduct that the Participant has reason to believe is unlawful, (D) consulting with the Participant’s legal counsel, or (E) exercising any rights the Participant may have under Section 7 of the National Labor Relations Act or similar applicable law, such as the right to engage in concerted activity, including collective action or discussion concerning wages or working conditions. Pursuant to 18 U.S.C. § 1833(b), and as set forth fully therein, notice is hereby given to the Participant that an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made in confidence to a federal, state, or local government official, either directly or indirectly, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. An individual who files a lawsuit for retaliation by an employer for reporting a suspected violation of law may disclose the trade secret to the attorney of the individual and use the trade secret information in the court proceeding, if the individual files any document containing the trade secret under seal and does not disclose the trade secret, except pursuant to court order.

6.Enforcement of Covenants. The Company may take any and all action that it determines necessary and legally permissible to enforce this Agreement or to prevent any breach or threatened breach of Clause 1 or 2 of this Agreement, including but not limited to recovery of any damages caused by such breach or threatened breach, and/or taking court action to stop a Participant from breaching or potentially breaching the Agreement. Because of the difficulty of measuring economic losses to the Company and any Subsidiary from Participant’s breach of Clause 1 or 2 of this Agreement, and because of the immediate and irreparable damage that such breach would cause, with no other adequate remedy at law, Participant agrees that in the event the Company determines in its sole discretion that Participant is in breach or is threatening to breach of any such provisions, the Company is entitled to obtain injunctive relief (without the requirement of posting a bond) from a court of competent jurisdiction to stop or prohibit any such breach or threatened breach. Such injunctive relief is not the Company’s only or exclusive remedy for a breach or threatened breach of these covenants, but instead is in addition to all other rights and remedies available to the Company at law and in equity, including recovery of specific damages.
7.Governing Law. The interpretation, performance and enforcement of this Confidentiality and Non-Compete Agreement will be governed by the laws of the state in which Participant provides or last provided services to the Employer, without reference to any conflict of laws rule that would result in the application of the laws of any other jurisdiction. The parties agree that all disputes arising under this Agreement shall be adjudicated in the state and federal courts having jurisdiction over disputes arising in the state in which Participant provides or last provided services to the Employer, and Participant hereby agrees to consent to the personal jurisdiction of such court.






15


The Participant’s electronic signature below indicates the Participant’s acknowledgement and acceptance of the terms and conditions of this Agreement.
Executed as of the Grant Date.
TechnipFMC plc
By:Valeria Santos
Name:Executive Vice President, People & Culture[Participant Name]
Signed Electronically Via Online Process

This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933.




















16



Schedule A
ATO TECHNIPFMC PLC 2022 INCENTIVE AWARD PLAN
BPERFORMANCE STOCK UNIT AWARD AGREEMENT
COUNTRY SCHEDULE
This Schedule A includes (i) additional terms and conditions applicable to all Participants, and (ii) additional terms applicable to Participants providing services to the Company in the countries identified below. These terms and conditions are in addition to those set forth in the Agreement, unless otherwise noted, and to the extent there are any inconsistencies between these terms and conditions and those set forth in the Agreement, these terms and conditions shall prevail. Any capitalized term used in this Schedule A without definition shall have the meaning ascribed to such term in the Plan or the Agreement, as applicable.
Participants are advised to seek appropriate professional advice as to how the relevant exchange control and tax laws in the country of residence may apply to Awards.
I.GLOBAL PROVISIONS APPLICABLE TO ALL PARTICIPANTS
By acceptance of the Award, the Participant acknowledges and agrees that:
(a)No Guarantee of Continued Service. THE VESTING OF THE PERFORMANCE SHARE UNITS PURSUANT TO THE VESTING SCHEDULE WILL OCCUR ONLY IF THE PARTICIPANT CONTINUES AS A DIRECTOR, OR EMPLOYEE (AS APPLICABLE) OF THE COMPANY OR A SUBSIDIARY THROUGH THE APPLICABLE VESTING DATE UNLESS OTHERWISE SPECIFICALLY PROVIDED IN THE AGREEMENT. THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A DIRECTOR OR EMPLOYEE FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH THE RIGHT OF THE COMPANY OR ANY SUBSIDIARY TO EFFECT A TERMINATION OF SERVICES AT ANY TIME, AND FOR ANY REASON, NOR SHALL IT BE CONSTRUED TO AMEND OR MODIFY THE TERMS OF ANY CONSULTANCY, DIRECTORSHIP, EMPLOYMENT OR OTHER SERVICE AGREEMENT BETWEEN A PARTICIPANT AND THE COMPANY OR ANY SUBSIDIARY.
(b)The Plan is discretionary in nature and that, subject to the terms of the Plan, the Company can amend, cancel or terminate the Plan at any time.
(c)The grant of the PSUs under the Plan is voluntary and occasional and does not give Participant any contractual or other right to receive PSUs or benefits in lieu of PSUs in the future, even if a Participant has received PSUs repeatedly in the past.
(d)All determinations with respect to any future awards, including, but not limited to, the times when awards under the Plan shall be granted and the terms thereof, including the time or times when any PSUs may vest, will be at the sole discretion of the Administrator.
(e)Participation in the Plan is voluntary.
17


(f)The value of the PSUs is an extraordinary item of compensation that is outside of the scope of any directorship, consultancy or employment contract or relationship.
(g)The PSUs are not part of normal or expected compensation or salary for any purpose, including, without limitation, calculating severance, resignation, redundancy, end of service payments, bonuses, long-service awards, pension or retirement benefits, or similar payments.
(h)The PSUs shall expire, terminate and be forfeited upon Termination of Services for any reason, except as otherwise explicitly provided in this Agreement as may be modified by this Schedule A and/or the Plan.
(i)The future value of the Shares that may be issued upon vesting of the PSUs is unknown and cannot be predicted with any certainty.
(j)No claim or entitlement to compensation or damages arises from the expiration, termination or forfeiture of the PSUs or any portion thereof.
(k)Neither the Company nor any Subsidiary has provided, nor will they provide, any Participant with specific tax, legal or financial advice with respect to the PSUs, the Shares issuable upon vesting of PSUs, this Agreement, this Schedule A or the Plan. Neither the Company nor any Subsidiary is making, nor have they made any recommendations relating to participation in the Plan, the receipt of the PSUs or the acquisition or sale of Shares upon receipt of PSUs.
(l)The Participant shall bear any and all risk associated with the exchange of currency and the fluctuation of currency exchange rates in connection with this Award, including without limitation in connection with the sale of any Shares issued upon settlement of the PSUs.
(m)It shall be the Participant’s responsibility to comply with any and all exchange control requirements applicable to the PSUs and the sale of Shares issued upon settlement of the PSUs and any resulting funds including, without limitation, reporting or repatriation requirements.
(n)The Participant shall be responsible for legal compliance requirements relating to the PSUs or the ownership and possible sale of any Shares issued upon settlement of the PSUs, including, but not limited to, tax reporting, the exchange of U.S. dollars into or from local currency, the transfer of funds to or from the United States, and the opening and use of a U.S. brokerage account.
(o)If this Agreement, the Plan, any website or any other document related to the PSUs is translated into a language other than English, and if the translated version is different from the English version, the English language version will take precedence. By acceptance of the PSUs, the Participant confirms having read and understood the documents relating to the Plan and the PSUs, including, without limitation, this Agreement and this Schedule A, which were provided in English, and waives any requirement for the Company to provide these documents in any other language.
(p)The Participant’s right to vest in the PSUs will terminate effective as of the date that is the earlier of (1) the effective date of the Participant’s Termination of Services (whether or not in breach of local labor laws), or (2) the date he or she is no longer actively providing services, regardless of any notice period or period of pay in lieu of such notice required under Applicable Laws (including, but not limited to statutory law, regulatory law and/or common law); the Company shall have the exclusive
18


discretion to determine when the Participant is no longer actively providing services for purposes of the PSUs.
(q)To the extent the Participant is providing services in a country identified in Section II of this Schedule A, such Participant understands and agrees that the provisions for such country apply and are incorporated into the Agreement.
II.COUNTRY SPECIFIC PROVISIONS APPLICABLE TO PARTICIPANTS WHO PROVIDE SERVICES IN THE IDENTIFIED COUNTRIES
BRAZIL
The provisions of this Country Schedule for Brazil provide additional definitions and conditions for the purpose of granting PSUs which are intended to be granted to Employees and corporate officers who are resident in Brazil for tax, labour or securities law purposes.
1.Acknowledgment of Nature of Plan and PSUs. In accepting this Agreement, Participant acknowledges that in the event of termination of Participant’s employment (whether or not in breach of local labor laws), Participant’s rights to unvested PSUs under the Plan, if any, will terminate effective as of the date that Participant is no longer actively employed and will not be extended by any notice period mandated under applicable local laws (e.g., active employment would not include a period of “garden leave” or notice period). The Administrator shall have the exclusive discretion to determine when Participant is no longer actively employed for purposes of Participant’s PSUs.
2.Exchange Control Information. If Participant is a resident or domiciled in Brazil, Participant will be required to submit an annual declaration of assets and rights held outside of Brazil to the Central Bank of Brazil if the aggregate value of such assets and rights is equal to or greater than the applicable statutory threshold from time to time. Please note that the threshold may be changed annually.
3.Acknowledgment of Forfeiture and Claw-Back Provisions. In accepting this Agreement, Participant acknowledges being subject to the provisions of any forfeiture and claw-back policy implemented by the Company, including, without limitation, any claw-back policy adopted to comply with the requirements of Applicable Law.
4.Securities Restrictions. The Company has not registered the awards granted under the Plan with the Brazilian Securities Commission and the Awards granted under the Plan do not constitute a public offer of the Shares. The Plan and this Agreement are only addressed to the Participant and other selected Employees and have not been offered or solicited by means of any public communication services. The Shares deliverable upon settlement of the PSUs under the Plan are not negotiable in Brazil.
5.Remittances. Any remittances from or to Brazil in connection with the Plan and the conversion between Brazilian reais and foreign currency (such as USD) associated with such remittances can only be carried out by means of a Brazilian financial institution authorized by the Central Bank of Brazil to operate in the foreign exchange market, which shall be responsible for withholding and paying any applicable Tax on Foreign Exchange Transactions and remitting the net amount after such deduction. The Participant is the taxpayer of the Tax on Foreign Exchange Transaction assigned by Brazilian applicable law. However, for the purposes of such foreign exchange transactions, in accepting this Agreement, each Participant appoints the relevant Employer as his or her representative with special powers to perform any and all acts necessary for the contracting and formalization of the foreign exchange transactions with the Brazilian financial institution responsible for the remittance, including, but
19


not limited to, powers to sign foreign exchange contracts, provide to the Brazilian financial institution the Participant’s personal information and information related to the Participant’s participation in the Plan, and present additional supporting documents required by the Brazilian financial institution responsible for the remittance.
6.Tax Withholding. The Participant shall be responsible for collecting and paying any income tax, withholding tax and any other employment related taxes in Brazil, that is attributable to (1) the grant or vesting of, or any benefit the Participant derives from, the PSUs, (2) the Participant’s acquisition of Shares, (3) the disposal of any Shares, or (4) in the event of any repayment related to the scenario set forth in clause 18 above.

7.     Termination of Service, Detrimental Activity, Disability, Good Reason, and Retirement. For the avoidance of doubt, the definitions of Termination of Service, Detrimental Activity, Disability, Good Reason, and Retirement shall be subject to Brazilian Labor Law (CLT) and its interpretation.

8.     Definitions. For all purposes of this Agreement and the Plan the following defined terms have been amended and shall apply:

(i)    “Retirement” means the termination of the Participant’s employment by the Company without cause, after the Participant has become eligible to receive a statutory retirement benefit under Brazilian social security law (INSS), provided that such termination is not due to Detrimental Activity.

Este Sumário tem caráter meramente informativo e não substitui, nem altera, os termos e condições do Technipfmc PLC 2022 Incentive Award Plan, do Performance Stock Unit Agreement, e de quaisquer anexos aplicáveis, que prevalecerão em todos os casos. Em caso de qualquer divergência, inconsistência ou interpretação diversa entre este Sumário e os documentos formais do Plano, prevalecerão integralmente as disposições do Plano e dos demais instrumentos que o regem.
1.Plano e Integração: À luz do Acordo de Unidades de Ações Restritas (PSUs) (Performance Stock Unit Agreement) concedidas sob o Plano de Incentivo 2022 (Incentive Award Plan) da TechnipFMC, o Plano rege em caso de conflito e integra o Acordo por referência.

2.Vesting: O cronograma de aquisição (vesting) ocorrerá em três parcelas anuais iguais, sendo 1/3 das PSUs adquirido a cada aniversário da Grant Date, desde que o Participante mantenha seu vínculo empregatício ativo até cada respectiva data de aquisição. As PSUs que não tiverem sido adquiridas até a data de término do vínculo empregatício serão automaticamente perdidas, exceto nos casos de morte, invalidez ou aposentadoria, conforme previsto no Acordo de Outorga.

3.Mudança de Controle: (i) se o prêmio for assumido/continuado, aplica-se o vesting normal, com pagamento antecipado em caso de desligamento elegível dentro de 24 meses; (ii) se não for assumido/continuado, ocorre vesting integral na data da Mudança de Controle.

4.Direitos antes do Vesting: Antes da aquisição (vesting), as PSUs não conferem ao Participante quaisquer direitos de voto, de transferência ou de disposição. Os equivalentes de dividendos,
20


quando aplicáveis, serão apenas creditados e retidos, sen do pagos ao Participante somente quando e se as PSUs vierem a ser adquiridas.

5.Garantia de Emprego: O Acordo não garante continuidade de emprego, nem limita o direito da Empresa de encerrar o vínculo a qualquer tempo, conforme aplicável.

6.Impostos e Retenção: A Empresa cumprirá as regras de retenção de impostos e poderá reter ações no vesting para cobrir tributos, com base no valor de fechamento na NYSE na data aplicável.

7.Clawback: O prêmio está sujeito à política de clawback da Empresa e a recuperações adicionais em caso de “Conduta Significativa Indevida” (Significant Misconduct), conforme estabelecido no Plano.

8.Lei Aplicável: A legislação aplicável ao Acordo é a do Estado de Delaware, EUA.

9.Natureza e Liquidação das PSUs: As PSUs representam promessa não financiada de entrega futura de ações, podendo ser liquidadas com ações novas, de tesouraria ou via trust de benefícios, a critério da Empresa.

10.Confidencialidade e Não Competição: Aplicam-se ao Participante as obrigações de confidencialidade e não competição previstas no Anexo (Exhibit A), que integra o Acordo. Tais obrigações vigoram durante o vínculo com a Empresa e por 12 (doze) meses após o seu término. Nesse período, o Participante não poderá atuar, direta ou indiretamente, em negócios relacionados a projetos, tecnologias, sistemas ou serviços nos setores de petróleo, gás e petroquímico, incluindo empresas como Baker Hughes, Halliburton, McDermott, NOV, Saipem, Schlumberger, Subsea 7 e Weatherford, dentre outras (lista exemplificativa e sujeita a atualização). A restrição aplica-se aos países ou territórios em que, no último ano do vínculo de emprego, o Participante tenha atendido clientes, realizado assignments ou trabalhado em instalações da Empresa (Restricted Area). Adicionalmente, o Participante não poderá, nesse mesmo período, solicitar ou desviar clientes ou fornecedores com os quais tenha tido envolvimento relevante ou acesso a informações confidenciais no último ano, nem aliciar ou contratar empregados, consultores ou contratados-chave da Empresa.

11.Vesting durante aviso prévio e garden leave: o direito de vesting das PSUs termina na data em que o Participante deixar de prestar serviços ativos, independentemente de qualquer período de aviso prévio trabalhado, pagamento em substituição de aviso ou período de garden leave; a Empresa tem discricionariedade exclusiva para determinar quando cessa a prestação ativa de serviços.

12.“Aposentadoria” significa a rescisão do contrato de trabalho do Participante por iniciativa Companhia, sem justa causa, após o Participante tornar-se elegível à concessão de benefício de aposentadoria perante o sistema de previdência social brasileiro (INSS), desde que tal rescisão não decorra de Atividade Prejudicial.

13.Rescisão do Contrato de Trabalho, Atividade Prejudicial, Incapacidade, Justa Causa do Empregado e Aposentadoria. Para evitar dúvidas, as definições de Rescisão do Contrato de Trabalho, Atividade Prejudicial, Incapacidade, Justa Causa do Empregado e Aposentadoria estarão sujeitas à legislação trabalhista brasileira (CLT) e à sua interpretação.

21


14.Restrições de Valores Mobiliários. A Companhia não registrou as outorgas concedidas nos termos do Plano perante a Comissão de Valores Mobiliários (CVM), e tais outorgas não constituem oferta pública das Ações. O Plano e o presente Acordo são direcionados exclusivamente ao Participante e a outros Empregados selecionados, não tendo sido objeto de oferta ou solicitação por meio de quaisquer meios de comunicação ao público.

As Ações a serem entregues em decorrência da liquidação das PSUs nos termos do Plano não são negociáveis no Brasil.

15.Remessas. As remessas relacionadas ao Plano, bem como a conversão de reais para moeda estrangeira (como USD), devem ser realizadas por meio de instituição financeira brasileira autorizada pelo Banco Central a operar no mercado de câmbio. Essa instituição será responsável por reter e recolher o Imposto sobre Operações de Câmbio (IOF), sendo o Participante o contribuinte desse imposto nos termos da lei brasileira.

Ao aceitar o Acordo, o Participante nomeia o Empregador como seu representante, com poderes específicos para praticar todos os atos necessários à contratação e formalização das operações de câmbio junto à instituição financeira, incluindo a assinatura de contratos de câmbio, o fornecimento de informações pessoais e dados relativos à participação no Plano, bem como a apresentação de documentos adicionais exigidos.

UNITED ARAB EMIRATES
The provisions of this Country Schedule for United Arab Emirates provide additional definitions and conditions for the purpose of granting PSUs which are intended to be granted to Employees and corporate officers who are resident in the UAE for tax, labour or securities law purposes.
1.Disclaimer. This Agreement has not been approved or licensed by the Securities and Commodities Authority or any other relevant licensing authorities or governmental agencies in the United Arab Emirates. This Agreement is strictly private and confidential and the terms of the Agreement and the Plan have not been reviewed by, deposited or registered with the Securities and Commodities Authority or any other licensing authority or governmental agencies in the United Arab Emirates. This offer is being issued from outside the United Arab Emirates to a limited number of Employees of a Subsidiary of the Company and must not be provided to any person other than the original recipient and may not be reproduced or used for any other purpose. Further, the information contained in this Agreement and the Plan is not intended to lead to the issue of any securities or the conclusion of any other contract of whatsoever nature within the territory of the United Arab Emirates.
2.Nature of Grant. The Participant acknowledges that the PSUs, the Agreement, the Plan, this Country Schedule, and their participation in the Plan does not create any claims against any entity within the Employer group employing them, either directly or indirectly. The Participant acknowledges that the PSUs and related benefits do not constitute a component of their “wages” for any legal purpose. Therefore, the PSUs and related benefits will not be included and/or considered for purposes of calculating any and all labor benefits, such as end of service gratuity and/or any other labor-related amounts which may be payable.

3.Jurisdiction. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, shall be referred to and finally resolved by arbitration under the Arbitration Rules of the DIFC – LCIA Arbitration Centre, which Rules are deemed
22


to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be Dubai International Financial Centre The language to be used in the arbitration shall be English.


This Agreement does not form part of the Participant’s employment for any purposes whatsoever.

23

Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Douglas J. Pferdehirt, certify that:
1.I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2026 of TechnipFMC plc (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 30, 2026
/s/ DOUGLAS J. PFERDEHIRT
Douglas J. Pferdehirt
Executive Chairman and Chief Executive Officer
(Principal Executive Officer)

Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13A-14(A) AND RULE 15D-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED

I, Alf Melin, certify that:
1.I have reviewed this quarterly report on Form 10-Q for the period ended March 31, 2026 of TechnipFMC plc (the “registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a)    Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)    Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a)    All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b)    Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Date: April 30, 2026
/s/ ALF MELIN
Alf Melin
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)

Exhibit 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
UNDER SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002, 18 U.S.C. SECTION 1350

I, Douglas J. Pferdehirt, Executive Chairman and Chief Executive Officer of TechnipFMC plc (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(a) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: April 30, 2026
 
/s/ DOUGLAS J. PFERDEHIRT
Douglas J. Pferdehirt
Executive Chairman and Chief Executive Officer
(Principal Executive Officer)

Exhibit 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
UNDER SECTION 906 OF THE SARBANES-OXLEY
ACT OF 2002, 18 U.S.C. SECTION 1350

I, Alf Melin, Executive Vice President and Chief Financial Officer of TechnipFMC plc (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to my knowledge:

(a) The Quarterly Report on Form 10-Q of the Company for the period ended March 31, 2026, as filed with the Securities and Exchange Commission (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

(b) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


Date: April 30, 2026
 
/s/ ALF MELIN
Alf Melin
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)