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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2025
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)
| | | | | |
| United Kingdom | 98-1283037 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
| |
| One Subsea Lane | |
Houston, Texas | 238 |
| United States of America | 77044 |
| (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 Class | Trading Symbol | Name of each exchange on which registered |
| Ordinary shares, $1.00 par value per share | FTI | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None. |
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ý No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No ý
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 ý 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 ý 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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to § 240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES ☐ NO ý
The aggregate market value of the registrant’s ordinary shares held by non-affiliates of the registrant, determined by multiplying the outstanding shares on June 30, 2025, by the closing price on such day of $34.44 as reported on the New York Stock Exchange, was $9.8 billion.
| | | | | | | | | | | | | | |
| Class | PricewaterhouseCoopers LLP | Outstanding at February 17, 2026 | | | | | | |
| Ordinary shares, $1.00 par value per share | Houston, Texas | 400,044,930 | | | | | | |
EXPLANATORY NOTE
The purpose of this Amendment No. 1 (this "Amendment") to TechnipFMC plc’s (the “Company”) Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Original Form 10-K”), which was filed with the Securities and Exchange Commission on February 19, 2026, is solely to insert the conformed signatures of the Company’s directors and officers, which were obtained prior to the filing of the Original Form 10-K but inadvertently omitted from the filing. This Amendment speaks as of the original filing date and does not reflect events occurring after the filing of the Original Form 10-K. No revisions are being made to the Company’s financial statements or any other disclosure contained in the Original Form 10-K.
In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officer are filed herewith as exhibits to this Amendment pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act. As no financial statements have been included in this Amendment and this Amendment does not contain or amend any disclosure with respect to Items 307 and 308 of Regulation S-K, paragraphs 3, 4, and 5 of the certifications have been omitted. The Company is not including certifications pursuant to Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. 1350) as no financial statements are being filed with this Amendment.
| | | | | | | | |
Exhibit Number | | Exhibit Description |
| 31.3 | | Certification of Chief Executive Officer |
| 31.4 | | Certification of Chief Financial Officer |
| 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.SCH | | Inline XBRL Taxonomy Extension Schema Document.
|
| 101.LAB | | Inline XBRL Taxonomy Extension Label Linkbase Document.
|
| 101.PRE | | Inline XBRL Taxonomy Extension Presentation Linkbase Document.
|
| 104 | | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
|
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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) |
| | |
| By: | /s/ David Light |
| Date: March 26, 2026 | | David Light Senior Vice President, Controller and Chief Accounting Officer (Principal Accounting Officer and a Duly Authorized Officer) |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| | | | | | | | | | | | | | |
| Signature | | Title | | Date |
| | | | |
| /s/ Douglas J. Pferdehirt | | Chair and Chief Executive Officer
(Principal Executive Officer) | | February 19, 2026 |
| Douglas J. Pferdehirt | | | | |
| | | | |
| /s/ Alf Melin | | Executive Vice President, Chief Financial Officer
(Principal Financial Officer) | | February 19, 2026 |
| Alf Melin | | | | |
| | | | |
| /s/ David Light | | Senior Vice President, Controller and Chief Accounting Officer
(Controller and Principal Accounting Officer) | | February 19, 2026 |
| David Light | | | | |
| | | | |
| /s/ Eleazar de Carvalho Filho | | Director | | February 19, 2026 |
| Eleazar de Carvalho Filho | | | | |
| | | | |
| /s/ Claire S. Farley | | Director | | February 19, 2026 |
| Claire S. Farley | | | | |
| | | | |
| /s/ Robert G. Gwin | | Director | | February 19, 2026 |
| Robert G. Gwin | | | | |
| | | | |
| /s/ John O’Leary | | Director | | February 19, 2026 |
| John O’Leary | | | | |
| | | | |
| /s/ Margareth Øvrum | | Director | | February 19, 2026 |
| Margareth Øvrum | | | | |
| | | | |
| /s/ Kay G. Priestly | | Director | | February 19, 2026 |
| Kay G. Priestly | | | | |
| | | | |
| /s/ John Yearwood | | Director | | February 19, 2026 |
| John Yearwood | | | | |
| | | | |
| /s/ Sophie Zurquiyah | | Director | | February 19, 2026 |
| Sophie Zurquiyah | | | | |
