Linde (LIN) 10-K risk factor changes: FY2025 vs FY2024

In addition, many of Linde’s customers are in businesses that are cyclical in nature, such as the [removed: chemicals,] [added: chemicals and energy, and] metals and [removed: energy industries.][added: mining end markets.]

[removed: Linde has substantial international operations which are subject to risks including devaluations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of] funds, trade conflicts and the imposition of duties and tariffs, import and export controls, changes in governmental policies, labor unrest, possible nationalization and/or expropriation of assets, changes in U.S. and non-U.S. tax policies and compliance with governmental regulations.

As of December 31, [removed: 2024,] [added: 2025,] the net carrying value of goodwill and other indefinite-lived intangible assets was approximately [removed: $26] [added: $28] billion and $2 billion, respectively, primarily as a result of the business combination and the related acquisition method of accounting applied to the 2018 merger between Linde plc's predecessor companies.

[removed: The occurrence of catastrophic] [added: These] events [removed: or natural disasters such as extreme weather, including hurricanes and floods; health epidemics; pandemics, such as COVID-19; and acts of war or terrorism,] could disrupt or delay Linde’s ability to produce and distribute its products to [removed: customers] [added: customers, result in asset impairments,] and could potentially expose Linde to third-party liability claims.

Despite these steps, however, [removed: these situations] [added: such events] are outside Linde’s control and may have a significant adverse impact on its financial results.

[added: If Linde’s research and] development activities do not keep pace with competitors or if Linde does not create new technologies that benefit customers, future results of operations could be adversely affected.

Linde may be subject to information technology system failures, network disruptions and [added: cybersecurity] breaches [removed: in data security.][added: or other related incidents.]

Linde relies on information technology systems and [removed: networks] [added: networks, including systems that utilize advanced technologies] for business and operational activities, and also stores and processes sensitive business and proprietary information in these systems and networks.

Despite these steps, however, our information technology systems have in the past been and in the future will likely be subject to increasingly sophisticated cyber [removed: attacks.][added: attacks and disruptions.]

In addition, the process of integrating an acquired company, business or group of assets may create unforeseen operating [removed: difficulties and expenditures.]

Future acquisitions or dispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or impairments of [removed: goodwill,] [added: goodwill or other intangible assets,] any of which could adversely impact Linde’s financial results.

- environmental protection, including climate change and energy efficiency laws and [removed: policies;][added: policies, and environmental related reporting and disclosures;]

- data [removed: protection;][added: protection including artificial intelligence;]

Under current economic and political conditions tax rates and policies in any jurisdiction, including the U.S., the U.K. and the EU, are subject to significant changes which could result in a significant change to Linde's current and deferred income [removed: tax.]

Linde has substantial international operations which are subject to risks including devaluations in currency exchange rates, transportation delays and interruptions, political and economic instability and disruptions, restrictions on the transfer of

Linde's operations are exposed to physical risks associated with the occurrence of natural disasters linked to climate change, such as extreme weather events including hurricanes and floods, as well as catastrophic events such as health epidemics; pandemics; and acts of war or terrorism.

difficulties and expenditures.

tax.

If Linde’s research and

| [Business Overview](#ic83390d0e9934f4f84eae782389fa71c_49) | | | [removed: [17](#ic83390d0e9934f4f84eae782389fa71c_49)] [added: [18](#ic83390d0e9934f4f84eae782389fa71c_49)] | | |

| [Executive Summary – Financial Results & Outlook](#ic83390d0e9934f4f84eae782389fa71c_52) | | | [removed: [18](#ic83390d0e9934f4f84eae782389fa71c_52)] [added: [19](#ic83390d0e9934f4f84eae782389fa71c_52)] | | |

| [Consolidated Results and Other Information](#ic83390d0e9934f4f84eae782389fa71c_55) | | | [removed: [19](#ic83390d0e9934f4f84eae782389fa71c_55)] [added: [20](#ic83390d0e9934f4f84eae782389fa71c_55)] | | |

| [Segment Discussion](#ic83390d0e9934f4f84eae782389fa71c_58) | | | [removed: [24](#ic83390d0e9934f4f84eae782389fa71c_58)] [added: [25](#ic83390d0e9934f4f84eae782389fa71c_58)] | | |

Linde’s industrial gas operations are managed on a geographical basis and in [removed: 2024 89%] [added: 2025 90%] of sales were generated by Linde's three geographic segments (Americas, EMEA and APAC) and the remaining [removed: 11%] [added: 10%] were related largely to the Engineering segment, and to a lesser extent Other (see Note 18 to the consolidated financial statements for operating segment details).

[removed: 2024] [added: 2025] Year in review

Sales from [removed: volume] [added: volumes] were flat as [removed: growth from new project start-ups was offset by] base volume [removed: declines.][added: declines were largely offset by new project start-ups.]

[removed: Cost] [added: Currency translation and cost] pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, [removed: decreased sales by 1% with minimal impact on operating profit.][added: were flat.]

- Reported operating profit of [removed: $8,635] [added: $8,923] million was [removed: 8%] [added: 3%] above [removed: 2023] [added: 2024] reported operating profit of [removed: $8,024] [added: $8,635] million.

Adjusted operating profit of [removed: $9,720] [added: $10,137] million was [removed: 7%] [added: 4%] above [removed: 2023] [added: 2024] adjusted operating profit of [removed: $9,070] [added: $9,720] million.

The increase in the reported and adjusted operating profit was primarily driven by higher pricing and savings from productivity initiatives in [removed: 2024.][added: 2025.]

These increases more than offset the adverse impacts of cost [removed: inflation and currency translation.*][added: inflation.*]

- Net income - Linde plc of [removed: $6,565] [added: $6,898] million and diluted earnings per share of [removed: $13.62] [added: $14.61] increased from [removed: $6,199] [added: $6,565] million and [removed: $12.59, respectively] [added: $13.62, respectively,] in [removed: 2023.][added: 2024.]

Adjusted net income - Linde plc of [removed: $7,475] [added: $7,772] million and adjusted diluted earnings per share of [removed: $15.51] [added: $16.46] were [removed: 7%] [added: 4% and 6%, respectively,] above [removed: 2023] [added: 2024] adjusted amounts.*

- Cash flow from operations of [removed: $9,423] [added: $10,350] million was [removed: $118] [added: $927] million above [removed: 2023.][added: 2024.]

The increase was driven [added: primarily] by higher net [removed: income, partially offset by higher] [added: income adjusted for non-cash charges and lower] net working capital requirements, including [removed: lower] [added: higher] inflows for contract liabilities from engineering customer advance payments [removed: and higher cash taxes.][added: when compared with 2024.]

Capital expenditures were [removed: $4,497] [added: $5,261] million; dividends paid were [removed: $2,655] [added: $2,811] million; net purchases of ordinary shares were [removed: $4,451] [added: $4,578] million; and debt borrowings, net were [removed: $3,167] [added: $2,911] million.

The discussion that follows includes a comparison of our results of operations and liquidity and capital resources for the years ended December 31, [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

For the discussion comparing the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Form 10-K for the year ended December 31, [removed: 2023.][added: 2024.]

The following table provides summary information for [removed: 2024] [added: 2025] and [removed: 2023.][added: 2024.]

| *(Millions of dollars, except per share data)* Year Ended December 31, | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | | | | | | | Variance | | |

| Sales | | | $ | [removed: 33,005] [added: 33,986] | | | | | $ | [removed: 32,854] [added: 33,005] | | | | | | | | | | | [removed: —] [added: 3] | | % |

| Cost of sales, exclusive of depreciation and amortization | | | $ | [removed: 17,143] [added: 17,389] | | | | | $ | [removed: 17,492] [added: 17,143] | | | | | | | | | | | [removed: (2)] [added: 1] | | % |

| As a percent of sales | | | [removed: 51.9] [added: 51.2] | | % | | | | [removed: 53.2] [added: 51.9] | | % | | | | | | | | | | | | |

| Selling, general and administrative | | | $ | [removed: 3,337] [added: 3,433] | | | | | $ | [removed: 3,295] [added: 3,337] | | | | | | | | | | | [removed: 1] [added: 3] | | % |

| As a percent of sales | | | 10.1 | | % | | | | [removed: 10.0] [added: 10.1] | | % | | | | | | | | | | | | |

| Depreciation and amortization | | | $ | [removed: 3,780] [added: 3,763] | | | | | $ | [removed: 3,816] [added: 3,780] | | | | | | | | | | | [removed: (1)] [added: —] | | % |

| Cost reduction program and other charges (a) | | | $ | [removed: 145] [added: 273] | | | | | $ | [removed: 40] [added: 145] | | | | | | | | | | | [removed: 263] [added: 88] | | % |

| Other income (expense) - net | | | $ | [removed: 185] [added: (58)] | | | | | $ | [removed: (41)] [added: 185] | | | | | | | | | | | [removed: 551] [added: (131)] | | % |

| Operating profit | | | $ | [removed: 8,635] [added: 8,923] | | | | | $ | [removed: 8,024] [added: 8,635] | | | | | | | | | | | [removed: 8] [added: 3] | | % |

| Operating margin | | | [removed: 26.2] [added: 26.3] | | % | | | | [removed: 24.4] [added: 26.2] | | % | | | | | | | | | | | | |

| Interest expense - net | | | $ | [removed: 256] [added: 255] | | | | | $ | [removed: 200] [added: 256] | | | | | | | | | | | [removed: 28] [added: —] | | % |

| Net pension and OPEB cost (benefit), excluding service cost | | | $ | [removed: (190)] [added: (229)] | | | | | $ | [removed: (164)] [added: (190)] | | | | | | | | | | | [removed: 16] [added: 21] | | % |

| Effective tax rate | | | [removed: 23.4] [added: 22.4] | | % | | | | [removed: 22.7] [added: 23.4] | | % | | | | | | | | | | | | |

| Income from equity investments | | | $ | [removed: 170] [added: 150] | | | | | $ | [removed: 167] [added: 170] | | | | | | | | | | | [removed: 2] [added: (12)] | | % |

| Noncontrolling interests | | | $ | [removed: (172)] [added: (160)] | | | | | $ | [removed: (142)] [added: (172)] | | | | | | | | | | | [removed: 21] [added: (7)] | | % |

| Net Income – Linde plc | | | $ | [removed: 6,565] [added: 6,898] | | | | | $ | [removed: 6,199] [added: 6,565] | | | | | | | | | | | [removed: 6] [added: 5] | | % |

| Diluted earnings per share | | | $ | [removed: 13.62] [added: 14.61] | | | | | $ | [removed: 12.59] [added: 13.62] | | | | | | | | | | | [removed: 8] [added: 7] | | % |

| Diluted shares outstanding | | | [removed: 482,092] [added: 472,195] | | | | | | [removed: 492,290] [added: 482,092] | | | | | | | | | | | | (2) | | % |

| Number of employees | | | [removed: 65,289] [added: 65,177] | | | | | | [removed: 66,323] [added: 65,289] | | | | | | | | | | | | [removed: (2)] [added: —] | | % |

- Sales of $33,986 million were 3% above 2024 sales of $33,005 million.

Acquisitions increased sales by 1% largely in APAC and Americas.

The increase was driven primarily by higher net income and lower net working capital requirements.

2026 Outlook

| Depreciation and amortization | | | $ | 2,986 | | | | | $ | 2,857 | | | | | | | | | | | 5 | | % |

| | | | | | | 2025 vs 2024 | | |

| | | | | | | 3 | | % |

Linde sales increased $981 million, or 3%, for the 2025 year versus 2024.

Acquisitions increased sales by 1% during the year.

SG&A was 10.1% of sales in 2025 and 2024.

SG&A increased in 2025 due to acquisitions and cost inflation, partially offset by savings from cost reduction programs and productivity initiatives.

Cost reduction program and other charges include global severance charges of $308 million largely related to Engineering, and other benefits of $35 million largely related to a divestiture.

In 2025, other expense included a charge of $164 million for merger-related purchase accounting impacts.

On an adjusted basis, which excludes merger-related purchase accounting impacts, other income (expense) - net decreased $96 million from income of $202 million in 2024 to income of $106 million in 2025.

Reported interest expense – net was an expense of $255 in 2025 and $256 in 2024.

The decrease in the rate was primarily due to a tax rate decrease in Germany including merger-related purchase accounting impacts, partially offset by tax benefits in 2024 from a repatriation that did not recur in 2025.

The benefit related to the tax rate decrease in Germany was $158 million.

The increase in the rate is largely due to tax benefits from a repatriation in 2024 that did not recur in 2025, partially offset by a tax rate decrease in Germany excluding merger-related purchase accounting impacts.

On July 4, 2025, H.R.1 - One Big Beautiful Bill Act was enacted into law (OBBBA).

The Bill makes permanent key elements of the 2017 Tax Cuts and Jobs Act, including 100% bonus depreciation and domestic research cost expensing.

These changes provide current and future cash tax benefits to the company.

OBBBA did not have a material impact to 2025 results.

Reported noncontrolling interests decreased $12 million, from $172 million in 2024 to $160 million in 2025.

The production and distribution of industrial gases, however, is energy intensive resulting in significant greenhouse gas ("GHG") emissions.

Given its own carbon footprint, and the opportunities its gases provide for carbon productivity and energy transition, climate change is an area of significant impact for Linde.

Linde’s oxyfuel combustion technology is a significant advancement in industrial combustion processes offering enhanced efficiency, higher productivity, reduced emissions and effective carbon capture solutions across various industries including metals, glass, refining and chemicals processes.

The Sustainability

| | | | | | | 2025 vs 2024 | | |

| | | | | | | 5 | | % |

Volumes increased sales by 1% primarily driven by electronics, metals and mining, and chemicals and energy end markets including project start-ups.

2024 included a settlement gain with a supplier.

| | | | | | | 2025 vs 2024 | | |

| | | | | | | 2 | | % |

EMEA segment sales increased $197 million, or 2%, in 2025 versus 2024.

Cost pass-through was flat.

Volumes decreased sales by 3% primarily driven by the metals and mining, manufacturing, and chemicals and energy end markets.

| Year Ended December 31, | | | | | | 2025 | | | | | | 2024 | | | | | | 2025 vs 2024 | | |

| | | | | | | 2025 vs 2024 | | | | | | | | |

| Cost pass-through | | | | | | — | | % | | | | | | |

| | | | | | | — | | % | | | | | | |

- Sales of $33,005 million were flat versus 2023 sales.

Currency translation decreased sales by 1%, largely in the Americas and APAC.

2025 Outlook

| | | | | | | | | |

| | | | | | | 2024 vs 2023 | | |

| | | | | | | — | | % |

SG&A was 10.1% of sales in 2024 versus 10.0% in 2023.

Currency impacts decreased SG&A by approximately $28 million in 2024.

Currency impacts decreased depreciation and amortization by $17 million in 2024.

Excluding currency, underlying depreciation and amortization increased due to the net impact of new project start ups.

In 2023, the costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization.

Reported interest expense – net in 2024 increased $56 million, or 28%, versus 2023.

The increase was driven primarily by higher outstanding borrowings due to net issuances in 2024 and higher interest rates on borrowings.

The increase in the rate is primarily related to a prior year benefit from a net decrease in the company’s uncertain tax positions.

The translation adjustments reflect the impact of translating local currency

Worldwide costs relating to environmental protection may continue to grow due to increasingly stringent laws and regulations.

In addition, Linde may face physical risks from climate change and extreme weather.

*Climate Change*

For example, the U.S. Environmental Protection Agency ("EPA") has promulgated rules requiring reporting of GHG emissions to which Linde, its suppliers and customers are subject to.

EPA has also promulgated regulations to restrict GHG emissions, including final rules regulating GHG emissions from light-duty vehicles and certain large manufacturing facilities, including some of Linde’s suppliers and customers.

In addition to these developments in the United States, several other countries worldwide have implemented carbon taxation or trading systems which impact the company and its customers, including regulations in China, Singapore and the European Union.

Among other impacts, such regulations are expected to affect the cost of energy, which is a significant cost for Linde.

Nevertheless, Linde's long-term customer contracts typically provide rights to recover increased electricity, natural gas, and other costs that are incurred by the company as a result of climate change regulation.

Examples include current legislation, such as the Inflation Reduction Act in the U.S., which provides for investments in production of clean hydrogen and decarbonization technologies.

Linde

Based on historical results and current estimates, management does not believe that environmental expenditures will have a material adverse effect on the consolidated financial position, the consolidated results of operations or cash flows in any given year.

Through December 31, 2024, the company self retained risk up to €5 to €7.5 million at its various properties worldwide for property damage resulting from fire, flood and other perils affecting its properties along with a separate €5 to €7.5 million deductible on business interruption resulting from a major peril loss.

| | | | | | | 1 | | % |

Cost past-through decreased sales by 1% with minimal impact

on operating profit.

Volumes remained flat due base volume declines largely offset by project start-ups.

| | | | | | | (2) | | % |

Cost pass-through decreased sales by 4% with minimal impact on operating profit.

Volumes decreased sales by 1% led by the manufacturing end market.

Currency translation was flat.

| | | | | | | 2024 vs 2023 | | | | | | | | |

| | | | | | | 1 | | % | | | | | | |

Sales for the APAC segment increased $73 million, or 1%, in 2024 versus 2023.

Volumes increased 2% including project start-ups in the electronics end market.

Pricing was flat.

The following discussion presents the sensitivity of the market value, earnings and cash flows of Linde’s financial instruments to hypothetical changes in interest and exchange rates assuming these changes occurred at December 31, [removed: 2024.][added: 2025.]

At December 31, [removed: 2024,] [added: 2025,] Linde had debt totaling [removed: $21,623] [added: $26,989] million [removed: ($19,373] [added: ($21,623] million at December 31, [removed: 2023).][added: 2024).]

At December 31, [removed: 2023,] [added: 2025,] including the impact of derivatives, Linde had fixed-rate debt of [removed: $14,345] [added: $21,879] million and floating-rate debt of [removed: $5,028] [added: $5,110] million, representing [removed: 74%] [added: 81%] and [removed: 26%,] [added: 19%,] respectively, of total debt.

This sensitivity analysis assumes that, holding all other variables constant (such as foreign exchange rates, swaps and debt levels), a one hundred basis point increase in interest rates would decrease the unrealized fair market value of the fixed-rate debt portfolio by approximately [removed: $918] [added: $1,135] million [removed: ($742] [added: ($918] million in [removed: 2023).][added: 2024).]

At December 31, [removed: 2024,] [added: 2025,] the after-tax earnings and cash flows impact of a one hundred basis point increase in interest rates, including offsetting impact of derivatives, on the variable-rate debt portfolio would be approximately [removed: $40] [added: $51] million [removed: ($50] [added: ($40] million in [removed: 2023).][added: 2024).]

At December 31, [removed: 2024,] [added: 2025,] Linde had a notional amount outstanding of [removed: $11,942] [added: $13,653] million [removed: ($5,651] [added: ($11,942] million at December 31, [removed: 2023)] [added: 2024)] related to foreign exchange contracts.

Holding all other variables constant, if there were a 10% increase in foreign-currency exchange rates [removed: for] [added: on] the [added: external debt] portfolio, [added: consisting largely of Euro-denominated debt,] the fair market value of foreign-currency [removed: contracts] [added: denominated debt] outstanding [removed: at December 31, 2024] would [removed: increase] [added: decrease] by approximately [removed: $115] [added: $1,805] million and [added: $1,334 million] at December 31, [removed: 2023 would decrease by approximately $58 million,] [added: 2025 and 2024, respectively,] which would be largely offset by an offsetting loss or gain on the [removed: foreign-currency fluctuation of the] underlying [removed: exposure] [added: foreign net investment] being hedged.

Holding all other variables constant, if there were a 10% [removed: increase in foreign-currency exchange rates on] [added: strengthening of] the [removed: external debt portfolio,] [added: U.S. dollar against foreign currencies, largely consisting of] the [added: Euro, British pound, Chinese yuan, Mexican peso and Swiss franc, the] fair market value of foreign-currency [removed: denominated debt] [added: contracts] outstanding at December 31, [removed: 2024] [added: 2025] would decrease by approximately [removed: $1,334] [added: $52] million and [removed: $970 million] at December 31, 2024 [removed: and 2023, respectively,] [added: would increase by approximately $115 million,] which would be largely offset by an offsetting loss or gain on the [added: foreign-currency fluctuation of the] underlying [removed: foreign net investment] [added: exposure] being hedged.

Linde has historically used interest rate swaps and as a result carried derivative assets subject to interest rate risk.

All active swaps have been unwound or matured as of December 31, 2024; therefore, the effect of a one hundred basis point increase in interest rates would be $0 as of December 31, 2024 ($65 million increase to derivative assets recorded as of December 31, 2023).

Its primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, and rare gases) and process gases (hydrogen, helium, carbon dioxide, carbon monoxide, electronic gases, specialty gases, and [removed: acetylene, etc.).][added: acetylene).]

The company also designs and builds equipment that produces industrial gases and offers customers a wide range of gas production and processing services such as olefin plants, natural gas plants, air separation plants, hydrogen and synthesis gas [removed: plants] [added: plants,] and other types of plants.

Linde’s sales were [removed: $33,005] [added: $33,986] million, [removed: $32,854] [added: $33,005] million, and [removed: $33,364] [added: $32,854] million for [added: 2025,] 2024, [removed: 2023,] and [removed: 2022,] [added: 2023,] respectively.

Hydrogen is produced from [removed: a range of] [added: several] different feedstocks using a [removed: wide portfolio] [added: range] of technologies.

Carbon monoxide can be produced by either [removed: steam methane reforming (SMR)] [added: SMR] or [removed: auto-thermal reforming (ATR)] [added: ATR] of natural gas or other feedstock such as naphtha, a by-product in the petrochemical industry.

The company utilizes its [removed: extensive] process engineering expertise in the planning, design and construction of [removed: highly] efficient plants for the production and processing of gases.

[removed: With its state-of-the-art] [added: Engineering uses] sustainable technologies [removed: Engineering also helps] [added: to help] customers avoid, capture and utilize carbon dioxide emissions.

The Engineering business either supplies plant components directly to the customer or to the industrial gas business of Linde which operates the plants under [removed: a] long-term gases supply [removed: contract.][added: contracts.]

International – Linde is a global enterprise with approximately [removed: 65%] [added: 64%] of its [removed: 2024] [added: 2025] sales outside of the United States.

The company also has majority or wholly owned subsidiaries that operate in approximately [removed: 45] [added: 50] European, Middle Eastern and African countries (including Germany, the United Kingdom (U.K.), France, Sweden, and the Republic of South Africa); approximately [removed: 20] [added: 15] Asian and South Pacific countries (including China, Australia, India and South Korea); and approximately 20 countries in North and South America (including [added: the] U.S., Canada, Mexico and Brazil).

The company also has equity method investments operating in [removed: Europe,] Asia, [added: Europe,] and the Middle East.

Research and Development – Linde’s research and development [removed: is] [added: are] directed toward development of gas processing, separation and liquefaction technologies, and clean energy technologies; improving distribution of industrial gases and the development of new markets and applications for these gases.

[added: Research and] development is primarily conducted in Pullach, Germany, Tonawanda, New York, Burr Ridge, Illinois and Shanghai, China.

The Human Capital Committee also annually reviews the company’s management development and succession [removed: programs, diversity policies and objectives,] [added: programs] and the associated programs to achieve those objectives.

As of December 31, [removed: 2024,] [added: 2025,] Linde had [removed: 65,289] [added: 65,177] employees worldwide comprised of approximately 28 percent women and 72 percent men.

Available Information – The company makes its periodic and current reports available, free of charge, on or through its website, www.linde.com, as soon as practicable after such material is electronically filed with, or furnished to, the [removed: Securities and Exchange Commission ("SEC").]

Sanjiv Lamba, [removed: 60,] [added: 61,] was appointed Chief Executive Officer of Linde effective March 1, [removed: 2022.][added: 2022 and Chairman of the Board effective January 31, 2026.]

Previously, Mr. Lamba was appointed a Member of the Executive Board of Linde AG in 2011, responsible for the [removed: Asia,] [added: Asia] Pacific segment of the Gases Division, for Global Gases Businesses Helium & Rare Gases, Electronics as well as Asia Joint Venture Management.

Mr. Lamba started his career [added: in] 1989 with BOC India in Finance where he progressed to become Director of Finance before being appointed as Managing Director for BOC’s India’s business in 2001.

Throughout his years with BOC/Linde, he worked in various roles across a number of different geographies including [added: the U.S.,] Germany, the U.K., Singapore and India.

Guillermo Bichara, [removed: 50,] [added: 51,] is Executive Vice President and Chief Legal Officer.

Previously, he [added: has] served as Executive Vice [removed: President,] [added: President of North America beginning in September 2023, Executive Vice President of] EMEA from April 2021 to September 2023 and Senior Vice [removed: President,] [added: President of] Global Functions from July 2020.

Hoyt, [removed: 55,] [added: 56,] was appointed Senior Vice President of Accounting, Financial Planning & Analysis, and Sustainability in April 2024 and has served as the Chief Accounting Officer of Linde since October 2018.

Oliver Pfann, [removed: 56,] [added: 57,] was appointed Senior Vice President, EMEA effective September 1, 2023.

White, [removed: 52,] [added: 53,] became Executive Vice President and Chief Financial Officer of Linde in October 2018.

Securities and Exchange Commission ("SEC").

Desiree Bacher, 54, was appointed Senior Vice President - Chief Human Resources Officer of Linde effective September 1, 2025.

Previously, she served as Senior Vice President of Communications, AI, and Corporate Procurement beginning in 2024 and as Vice President of Financial Planning and Analysis and Corporate Procurement from 2019 to 2024.

She joined the company in 1999 as Controller of Linde Philippines and was later appointed Commercial Manager.

In 2003, she became Vice President of Finance and held several senior finance roles across the Asia Pacific region.

Sean Durbin, 55, was appointed Chief Operating Officer of Linde effective October 1, 2025.

Ben Glazer, 52, was appointed Senior Vice President of Americas effective October 1, 2025.

He previously served as President of Linde Gas and Equipment Inc. and Senior Vice President - South America.

Mr. Glazer joined Praxair in 2002 in the Treasury department.

From 2004 to 2012, he held various leadership roles across Praxair business units.

In 2012, Mr. Glazer became Director of Executive Staff, where he supported the office of the CEO.

He was named President of Praxair Mexico and Central America in 2014.

In 2017, he was named Manager of Merger Integration, where he led integration efforts for Linde plc during the merger of Praxair and Linde AG.

Stefano Innocenzi, 52, was appointed Senior Vice President of Linde Engineering effective May 1, 2025.

He previously served as President of Region Europe West since rejoining Linde in 2023 after serving as Senior Vice President at Siemens Energy.

Mr. Innocenzi originally joined Linde in 2001 and held various roles within Linde Engineering and Linde Gas businesses before relocating to Asia in 2013.

After serving in several Business Development positions, he became part of the leadership team of Linde Gas APAC and was then named head of Engineering APAC in 2019.

Research and

The total professional workforce is comprised of approximately 29 percent women and 71 percent men.

Sean Durbin, 54, became Executive Vice President, North America effective September 1, 2023.

Juergen Nowicki, 61, was appointed Executive Vice President and CEO, Linde Engineering in April 2020.

Prior to this, he was Senior Vice President, Commercial, Linde Engineering.

Mr. Nowicki joined Linde in 1991 as an Internal Auditor and held various positions in Finance and Controlling.

In 2002, he was appointed CFO Linde Gas North America, USA, and was named Head of Finance and Control for The Linde Group in 2006.

Nowicki assumed the role of Managing Director, Linde Engineering in 2011.

David P.

Strauss, 66, has been Executive Vice President and Chief Human Resources Officer since 2022.

From 2018 to 2021, he was Senior Vice President and Chief Human Resources Officer.

Mr. Strauss joined Linde in 1990 as an Applications Engineer before being promoted to lead the electronics materials business.

From 2000 to 2013, he served as the General Manager for Linde Advanced Material Technologies Inc. (formerly “Praxair Surface Technologies, Inc.”).

In 2013, he became Vice President of Safety, Health and Environment before being named Chief Human Resources Officer of Praxair, Inc., a position he held from 2016 until 2018.

For the fiscal year ended December 31, [removed: 2024][added: 2025]

The aggregate market value of the voting and non-voting common stock held by non-affiliates as of June 30, [removed: 2024,] [added: 2025,] was approximately [removed: $210] [added: $220] billion (based on the closing sale price of the stock on that date as reported on the Nasdaq Stock Market).

At January 31, [removed: 2025, 472,911,618] [added: 2026, 463,394,156] ordinary shares of €0.001 nominal value per share of the Registrant were outstanding.

Portions of the Proxy Statement of Linde plc for its [removed: 2025] [added: 2026] Annual General Meeting of Shareholders, to be filed with the Securities and Exchange Commission within 120 days after the end of the company’s fiscal year, are incorporated in Part III of this report.

| Item 2: | | | [Properties](#ic83390d0e9934f4f84eae782389fa71c_28) | | | [removed: [13](#ic83390d0e9934f4f84eae782389fa71c_28)] [added: [14](#ic83390d0e9934f4f84eae782389fa71c_28)] | | |

| Item 5: | | | [Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](#ic83390d0e9934f4f84eae782389fa71c_40) | | | [removed: [14](#ic83390d0e9934f4f84eae782389fa71c_40)] [added: [15](#ic83390d0e9934f4f84eae782389fa71c_40)] | | |

| Item 6: | | | [Reserved](#ic83390d0e9934f4f84eae782389fa71c_43) | | | [removed: [15](#ic83390d0e9934f4f84eae782389fa71c_43)] [added: [16](#ic83390d0e9934f4f84eae782389fa71c_43)] | | |

| Item 7: | | | [Management’s Discussion and Analysis of Financial Condition and Results of Operations](#ic83390d0e9934f4f84eae782389fa71c_46) | | | [removed: [16](#ic83390d0e9934f4f84eae782389fa71c_46)] [added: [17](#ic83390d0e9934f4f84eae782389fa71c_46)] | | |

| Item 9: | | | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](#ic83390d0e9934f4f84eae782389fa71c_196) | | | [removed: [89](#ic83390d0e9934f4f84eae782389fa71c_196)] [added: [90](#ic83390d0e9934f4f84eae782389fa71c_196)] | | |

| Item 9B: | | | [Other Information](#ic83390d0e9934f4f84eae782389fa71c_202) | | | [removed: [90](#ic83390d0e9934f4f84eae782389fa71c_202)] [added: [91](#ic83390d0e9934f4f84eae782389fa71c_202)] | | |

| Item 9C: | | | [Disclosure Regarding Foreign Jurisdictions that Prevent Inspections](#ic83390d0e9934f4f84eae782389fa71c_205) | | | [removed: [90](#ic83390d0e9934f4f84eae782389fa71c_205)] [added: [91](#ic83390d0e9934f4f84eae782389fa71c_205)] | | |

| Item 10: | | | [Directors, Executive Officers and Corporate Governance](#ic83390d0e9934f4f84eae782389fa71c_211) | | | [removed: [90](#ic83390d0e9934f4f84eae782389fa71c_211)] [added: [91](#ic83390d0e9934f4f84eae782389fa71c_211)] | | |

| Item 12: | | | [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](#ic83390d0e9934f4f84eae782389fa71c_217) | | | [removed: [91](#ic83390d0e9934f4f84eae782389fa71c_217)] [added: [92](#ic83390d0e9934f4f84eae782389fa71c_217)] | | |

| Item 13: | | | [Certain Relationships and Related Transactions and Director Independence](#ic83390d0e9934f4f84eae782389fa71c_220) | | | [removed: [91](#ic83390d0e9934f4f84eae782389fa71c_220)] [added: [92](#ic83390d0e9934f4f84eae782389fa71c_220)] | | |

| Item 14: | | | [Principal Accounting Fees and Services](#ic83390d0e9934f4f84eae782389fa71c_223) | | | [removed: [91](#ic83390d0e9934f4f84eae782389fa71c_223)] [added: [92](#ic83390d0e9934f4f84eae782389fa71c_223)] | | |

| Item 15: | | | [Exhibits and Financial Statement Schedules](#ic83390d0e9934f4f84eae782389fa71c_229) | | | [removed: [92](#ic83390d0e9934f4f84eae782389fa71c_229)] [added: [93](#ic83390d0e9934f4f84eae782389fa71c_229)] | | |

| Item 16: | | | [Form 10-K Summary](#ic83390d0e9934f4f84eae782389fa71c_1) | | | [removed: [97](#ic83390d0e9934f4f84eae782389fa71c_235)] [added: [98](#ic83390d0e9934f4f84eae782389fa71c_235)] | | |

| [Signatures](#ic83390d0e9934f4f84eae782389fa71c_238) | | | | | | [removed: [98](#ic83390d0e9934f4f84eae782389fa71c_238)] [added: [99](#ic83390d0e9934f4f84eae782389fa71c_238)] | | |

These risks and uncertainties include, without limitation: the performance of stock markets generally; developments in worldwide and national economies and other international events and circumstances, including trade conflicts and tariffs; changes in foreign currencies and in interest rates; the cost and availability of electric power, natural gas and other raw materials; the ability to achieve price increases to offset cost increases; catastrophic events including natural disasters, epidemics, [removed: pandemics such as COVID-19,] [added: pandemics,] and acts of war and terrorism; the ability to attract, hire, and retain qualified personnel; the impact of changes in financial accounting standards; the impact of changes in pension plan liabilities; the impact of tax, environmental, healthcare and other legislation and government regulation in jurisdictions in which the company operates; the cost and outcomes of investigations, litigation and regulatory proceedings; the impact of potential unusual or non-recurring items; continued timely development and market acceptance of new products and applications; the impact of competitive products and pricing; future financial and operating performance of major customers and industries served; the impact of information technology system failures, network disruptions and breaches in data security; and the effectiveness and speed of integrating new acquisitions into the business.

For the fiscal year ended December 31, 2025

Linde maintains an Information Security Management policy that is aligned with ISO 27001 and designed to ensure the integrity and protection of data, including the monitoring and response to information security threats.

The policy forms the basis for underlying security standards, guidelines and procedures, including the integration and enhancement of information security in system and software development, and is applicable to all of Linde, including the management of information security in supplier relationships.

In addition, Linde maintains a Cyber Security and Acceptable Use policy applicable to all Linde employees and contractors with access to information resources that establishes individual responsibility for information security.

No significant portion of these assets was leased at December 31, [removed: 2024.][added: 2025.]

Plant components are produced in owned factories in Tacherting, Germany; Hesingue, France; New [removed: York and Oklahoma,] [added: York,] United States; and Dalian, China.

At December 31, [removed: 2024] [added: 2025] there were [removed: 6,151] [added: 5,729] shareholders of record.

*Purchases of Equity Securities* – Certain information regarding purchases made by or on behalf of the company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934, as amended) of its ordinary shares during the three months ended December 31, [removed: 2024] [added: 2025] is provided below:

[added: The 2023 program began on October 23, 2023] and will terminate on the earlier of the date as the maximum authority under the 2023 program is reached or the board terminates the 2023 program.

(2)As of December 31, [removed: 2024,] [added: 2025,] the company repurchased [removed: $3.1] [added: $7.7] billion of its ordinary shares pursuant to the 2023 program.

As of December 31, [removed: 2024, $11.9] [added: 2025, $7.3] billion of share repurchases remain authorized under the 2023 program.

*Peer Performance Table –* The graph below compares the most recent five-year cumulative returns of Linde's ordinary shares with those of the Standard & Poor’s 500 Index ("SPX") and the S5 Materials Index ("S5MATR") which covers [removed: 28] [added: 26] companies, including Linde.

The figures assume an initial investment of $100 on December 31, [removed: 2019] [added: 2020] and that all dividends have been reinvested.

[removed: ][added: ]

| | | | [removed: 2019] [added: 2020] | | | [removed: 2020] [added: 2021] | | | [removed: 2021] [added: 2022] | | | [removed: 2022] [added: 2023] | | | [removed: 2023] [added: 2024] | | | [removed: 2024] [added: 2025] | | |

| October 2025 | | | | | | 872 | | | | | | $ | 449.30 | | | | | 872 | | | | | | $ | 8,310 | |

| November 2025 | | | | | | 1,045 | | | | | | $ | 416.69 | | | | | 1,045 | | | | | | $ | 7,874 | |

| December 2025 | | | | | | 1,390 | | | | | | $ | 412.33 | | | | | 1,390 | | | | | | $ | 7,301 | |

| Fourth Quarter 2025 | | | | | | 3,307 | | | | | | $ | 423.46 | | | | | 3,307 | | | | | | $ | 7,301 | |

| LIN | | | $100 | | | $133 | | | $128 | | | $163 | | | $168 | | | $173 | | |

| SPX | | | $100 | | | $129 | | | $105 | | | $133 | | | $166 | | | $196 | | |

| S5MATR | | | $100 | | | $127 | | | $112 | | | $126 | | | $126 | | | $139 | | |

| October 2024 | | | | | | 354 | | | | | | $ | 473.37 | | | | | 354 | | | | | | $ | 13,083 | |

| November 2024 | | | | | | 1,797 | | | | | | $ | 453.35 | | | | | 1,797 | | | | | | $ | 12,269 | |

| December 2024 | | | | | | 817 | | | | | | $ | 442.94 | | | | | 817 | | | | | | $ | 11,907 | |

| Fourth Quarter 2024 | | | | | | 2,968 | | | | | | $ | 452.87 | | | | | 2,968 | | | | | | $ | 11,907 | |

The 2023 program began on October 23, 2023

| LIN | | | $100 | | | $126 | | | $168 | | | $161 | | | $205 | | | $211 | | |

| SPX | | | $100 | | | $118 | | | $152 | | | $125 | | | $158 | | | $197 | | |

| S5MATR | | | $100 | | | $121 | | | $154 | | | $135 | | | $152 | | | $152 | | |

| [Consolidated Statements of Income for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ic83390d0e9934f4f84eae782389fa71c_118)] [added: 2023](#ic83390d0e9934f4f84eae782389fa71c_118)] | | | [45](#ic83390d0e9934f4f84eae782389fa71c_118) | | |

| [Consolidated Statements of Comprehensive Income for the Years Ended December 31,](#ic83390d0e9934f4f84eae782389fa71c_121) [removed: [2024, 2023 and 2022](#ic83390d0e9934f4f84eae782389fa71c_118)] [added: [202](#ic83390d0e9934f4f84eae782389fa71c_118)[5](#ic83390d0e9934f4f84eae782389fa71c_118)[, 202](#ic83390d0e9934f4f84eae782389fa71c_118)[4](#ic83390d0e9934f4f84eae782389fa71c_118) [and 20](#ic83390d0e9934f4f84eae782389fa71c_118)[23](#ic83390d0e9934f4f84eae782389fa71c_118)] | | | [46](#ic83390d0e9934f4f84eae782389fa71c_121) | | |

| [Consolidated Balance Sheets as of December 31, [removed: 2024] [added: 2025] and [removed: 2023](#ic83390d0e9934f4f84eae782389fa71c_124)] [added: 2024](#ic83390d0e9934f4f84eae782389fa71c_124)] | | | [47](#ic83390d0e9934f4f84eae782389fa71c_124) | | |

| [Consolidated Statements of Cash Flows for the Years Ended December 31,](#ic83390d0e9934f4f84eae782389fa71c_127) [removed: [2024, 2023] [added: [2025, 2024] and [removed: 2022](#ic83390d0e9934f4f84eae782389fa71c_118)] [added: 2023](#ic83390d0e9934f4f84eae782389fa71c_118)] | | | [48](#ic83390d0e9934f4f84eae782389fa71c_127) | | |

| [Consolidated Statements of Equity for the Years Ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022](#ic83390d0e9934f4f84eae782389fa71c_130)] [added: 2023](#ic83390d0e9934f4f84eae782389fa71c_130)] | | | [49](#ic83390d0e9934f4f84eae782389fa71c_130) | | |

| [Note 4. Leases](#ic83390d0e9934f4f84eae782389fa71c_145) | | | [removed: [56](#ic83390d0e9934f4f84eae782389fa71c_145)] [added: [55](#ic83390d0e9934f4f84eae782389fa71c_145)] | | |

| [Note 5. Income Taxes](#ic83390d0e9934f4f84eae782389fa71c_148) | | | [removed: [57](#ic83390d0e9934f4f84eae782389fa71c_148)] [added: [56](#ic83390d0e9934f4f84eae782389fa71c_148)] | | |

| [Note 9. Goodwill](#ic83390d0e9934f4f84eae782389fa71c_160) | | | [removed: [65](#ic83390d0e9934f4f84eae782389fa71c_160)] [added: [64](#ic83390d0e9934f4f84eae782389fa71c_160)] | | |

| [Note 12. Financial Instruments](#ic83390d0e9934f4f84eae782389fa71c_169) | | | [removed: [68](#ic83390d0e9934f4f84eae782389fa71c_169)] [added: [69](#ic83390d0e9934f4f84eae782389fa71c_169)] | | |

| [Note 13. Fair Value Disclosures](#ic83390d0e9934f4f84eae782389fa71c_172) | | | [removed: [71](#ic83390d0e9934f4f84eae782389fa71c_172)] [added: [72](#ic83390d0e9934f4f84eae782389fa71c_172)] | | |

| [Note 16. Retirement Programs](#ic83390d0e9934f4f84eae782389fa71c_181) | | | [removed: [75](#ic83390d0e9934f4f84eae782389fa71c_181)] [added: [76](#ic83390d0e9934f4f84eae782389fa71c_181)] | | |

| [Note 17. Commitments and Contingencies](#ic83390d0e9934f4f84eae782389fa71c_184) | | | [removed: [82](#ic83390d0e9934f4f84eae782389fa71c_184)] [added: [83](#ic83390d0e9934f4f84eae782389fa71c_184)] | | |

| [Note 18. Segment Information](#ic83390d0e9934f4f84eae782389fa71c_187) | | | [removed: [84](#ic83390d0e9934f4f84eae782389fa71c_187)] [added: [85](#ic83390d0e9934f4f84eae782389fa71c_187)] | | |

| [Note 19. Revenue Recognition](#ic83390d0e9934f4f84eae782389fa71c_190) | | | [removed: [86](#ic83390d0e9934f4f84eae782389fa71c_190)] [added: [88](#ic83390d0e9934f4f84eae782389fa71c_190)] | | |

Based on this evaluation, management concluded that the company’s internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

PricewaterhouseCoopers LLP, an independent registered public accounting firm, has audited and issued their opinion on the effectiveness of the company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] as stated in their report.

| Sanjiv [removed: Lamba] [added: Lamba Chairman and] Chief Executive Officer | | | | | | Kelcey E. Hoyt Chief Accounting Officer | | |

| Matthew J. White Chief Financial Officer | | | | | | February [removed: 26, 2025] [added: 25, 2026] | | |

We have audited the accompanying consolidated balance sheets of Linde plc and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Note 19 to the consolidated financial statements, [removed: $2,322] [added: $2,250] million of the Company’s total revenues for the year ended December 31, [removed: 2024] [added: 2025] was generated from sale of equipment contracts.

| Year Ended December 31, | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales | | | $ | [removed: 33,005] [added: 33,986] | | | | | $ | [removed: 32,854] [added: 33,005] | | | | | $ | [removed: 33,364] [added: 32,854] | |

| Cost of sales, exclusive of depreciation and amortization | | | [removed: 17,143] [added: 17,389] | | | | | | [removed: 17,492] [added: 17,143] | | | | | | [removed: 19,450] [added: 17,492] | | |

| Selling, general and administrative | | | [removed: 3,337] [added: 3,433] | | | | | | [removed: 3,295] [added: 3,337] | | | | | | [removed: 3,107] [added: 3,295] | | |

| Depreciation and amortization | | | [removed: 3,780] [added: 3,763] | | | | | | [removed: 3,816] [added: 3,780] | | | | | | [removed: 4,204] [added: 3,816] | | |

| Research and development | | | [removed: 150] [added: 147] | | | | | | [removed: 146] [added: 150] | | | | | | [removed: 143] [added: 146] | | |

| Cost reduction program and other charges | | | [removed: 145] [added: 273] | | | | | | [removed: 40] [added: 145] | | | | | | [removed: 1,029] [added: 40] | | |

| Other income (expense) - net | | | [removed: 185] [added: (58)] | | | | | | [removed: (41)] [added: 185] | | | | | | [removed: (62)] [added: (41)] | | |

| Operating Profit | | | [removed: 8,635] [added: 8,923] | | | | | | [removed: 8,024] [added: 8,635] | | | | | | [removed: 5,369] [added: 8,024] | | |

| Interest expense - net | | | [removed: 256] [added: 255] | | | | | | [removed: 200] [added: 256] | | | | | | [removed: 63] [added: 200] | | |

| Net pension and OPEB cost (benefit), excluding service cost | | | [removed: (190)] [added: (229)] | | | | | | [removed: (164)] [added: (190)] | | | | | | [removed: (237)] [added: (164)] | | |

| Income Before Income Taxes and Equity Investments | | | [removed: 8,569] [added: 8,897] | | | | | | [removed: 7,988] [added: 8,569] | | | | | | [removed: 5,543] [added: 7,988] | | |

| Income taxes | | | [removed: 2,002] [added: 1,989] | | | | | | [removed: 1,814] [added: 2,002] | | | | | | [removed: 1,434] [added: 1,814] | | |

| Income Before Equity Investments | | | [removed: 6,567] [added: 6,908] | | | | | | [removed: 6,174] [added: 6,567] | | | | | | [removed: 4,109] [added: 6,174] | | |

| Income from equity investments | | | [removed: 170] [added: 150] | | | | | | [removed: 167] [added: 170] | | | | | | [removed: 172] [added: 167] | | |

| Net Income (Including Noncontrolling Interests) | | | [removed: 6,737] [added: 7,058] | | | | | | [removed: 6,341] [added: 6,737] | | | | | | [removed: 4,281] [added: 6,341] | | |

| Less: noncontrolling interests | | | [removed: (172)] [added: (160)] | | | | | | [removed: (142)] [added: (172)] | | | | | | [removed: (134)] [added: (142)] | | |

February 25, 2026

| Net Income (including noncontrolling interests) | | | $ | 7,058 | | | | | $ | 6,737 | | | | | $ | 6,341 | |

| Other investing, net | | | (90) | | | | | | — | | | | | | — | | |

| Balance, December 31, 2025 | | | 490,767 | | | | | | $ | 1 | | | | | $ | 39,430 | | | | | $ | 16,608 | | | | | $ | (6,233) | | | | | 27,086 | | | | | | $ | (11,561) | | | | | $ | 38,245 | | | | | $ | 1,483 | | | | | $ | 39,728 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Currency contracts are generally not designated as hedges for accounting purposes.

Linde has adopted this guidance retrospectively for fiscal year 2025 (see Note 5).

The standard can be applied either prospectively after the effective date or retrospectively to any or all periods presented.

Targeted Improvements to the Accounting for Internal-Use Software - In September 2025, the FASB issued guidance that amends the existing standard for internal-use software by removing the software development project stage model and introducing a recognition and capitalization framework to reflect current software development practices.

The standard can be applied prospectively, retrospectively, or via a modified prospective transition method.

The adoption of this standard is not expected to have a material impact on the financial statements.

Costs include global severance charges of $308 million, largely related to Engineering, and other benefits of $35 million largely related to a divestiture.

Cost reduction program and other charges for 2025 included an income tax benefit of $81 million.

2024 Cost reduction program and other charges

2023 Cost reduction program and other charges

The following table summarizes the activities related to the company's cost reduction programs and other charges during 2024 and 2025:

| Balance, December 31, 2023 | | | | | | $ | 172 | | | | | $ | 42 | | | | | $ | 214 | |

| 2024 Cost reduction program and other charges | | | | | | 165 | | | | | | (20) | | | | | | 145 | | |

| Less: Cash payments, net | | | | | | (133) | | | | | | 19 | | | | | | (114) | | |

| Less: Non-cash charges | | | | | | — | | | | | | 4 | | | | | | 4 | | |

| Balance, December 31, 2024 | | | | | | $ | 196 | | | | | $ | 45 | | | | | $ | 241 | |

| 2025 Cost reduction program and other charges | | | | | | 308 | | | | | | (35) | | | | | | 273 | | |

| Less: Cash payments, net | | | | | | (136) | | | | | | 2 | | | | | | (134) | | |

| Less: Non-cash charges | | | | | | — | | | | | | 40 | | | | | | 40 | | |

| Balance, December 31, 2025 | | | | | | $ | 385 | | | | | $ | 53 | | | | | $ | 438 | |

| 2026 | | | | | | $ | 232 | | | | | $ | 65 | |

| 2027 | | | | | | 183 | | | | | | 55 | | |

| 2030 | | | | | | 68 | | | | | | 12 | | |

| Thereafter | | | | | | 322 | | | | | | 44 | | |

| (Millions of dollars) Year Ended December 31, | | | 2025 | | | | | | 2024 | | | | | | 2023 | | |

| Non-U.S. | | | 1,865 | | | | | | 1,602 | | | | | | 1,522 | | |

| | | | (465) | | | | | | (142) | | | | | | (84) | | |

| Foreign tax effects | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Germany | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Changes in tax laws or rates | | | (158) | | | | | | (1.8) | | % | | | | — | | | | | | — | | % | | | | — | | | | | | — | | % |

| Other | | | 60 | | | | | | 0.7 | | % | | | | 49 | | | | | | 0.6 | | % | | | | 60 | | | | | | 0.8 | | % |

| Other foreign jurisdictions | | | 201 | | | | | | 2.2 | | % | | | | 172 | | | | | | 2.0 | | % | | | | 148 | | | | | | 1.9 | | % |

| Tax credits | | | (42) | | | | | | (0.5) | | % | | | | (45) | | | | | | (0.5) | | % | | | | (20) | | | | | | (0.3) | | % |

| Changes in unrecognized tax benefits | | | 10 | | | | | | 0.2 | | % | | | | 2 | | | | | | — | | % | | | | (54) | | | | | | (0.7) | | % |

| Other adjustments | | | 22 | | | | | | 0.3 | | % | | | | (15) | | | | | | (0.2) | | % | | | | (39) | | | | | | (0.5) | | % |

| (a) In 2025, 2024, and 2023, state taxes in California, Illinois, Indiana, New Jersey, Michigan, Pennsylvania, Texas, Florida, Minnesota, and Oregon made up the majority (greater than 50 percent) of the tax effect in this category. | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| [Note 20. Subsequent Events](#ic83390d0e9934f4f84eae782389fa71c_193) | | | [89](#ic83390d0e9934f4f84eae782389fa71c_193) | | |

February 26, 2025

| | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Balance, December 31, 2021 | | | 552,013 | | | | | | $ | 1 | | | | | $ | 40,180 | | | | | $ | 18,710 | | | | | $ | (5,048) | | | | | 43,332 | | | | | | $ | (9,808) | | | | | $ | 44,035 | | | | | $ | 1,393 | | | | | $ | 45,428 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Improvements to Reportable Segments Disclosures - In November 2023, the FASB issued guidance requiring enhanced disclosure related to reportable segments.

The adoption of this standard includes enhanced disclosure of the company's segment reporting as it relates to the CODM's title and position, how the CODM uses the reported measure of segment's profit or loss, and the inclusion of significant expense categories and amounts that are regularly provided to the CODM and included in reported segment profit or loss (See Note 18).

Pro forma results for 2022 have not been included as the impact of the acquisition is not material to the consolidated statements of income.

2022 Sale of GIST business

In the third quarter of 2022, the company completed the sale of its GIST business.

Proceeds from the sale were $184 million, net of cash divested of $75 million, for net proceeds of $109 million.

The sale resulted in a loss of $21 million (benefit of $3 million, after tax), recorded within cost reduction program and other charges in the consolidated statement of income (see Note 3).

2024 Charges

2023 Charges

2022 Charges

*Russia-Ukraine Conflict*

In response to the Russian invasion of Ukraine, multiple jurisdictions, including Europe and the U.S., have imposed several tranches of economic sanctions on Russia.

As a result, Linde reassessed its ability to control its Russian subsidiaries and determined that as of June 30, 2022 it can no longer exercise control over these entities.

As such, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022.

The deconsolidation of the company's Russian gas and engineering business entities resulted in a loss of $787 million ($730 million after tax).

The fair value of Linde’s Russian subsidiaries was determined using a probability weighted discounted cash flow model, which resulted in the recognition of a $407 million loss on deconsolidation when compared to the carrying value of the entities.

Upon deconsolidation an investment was recorded, which represents the fair value of net assets.

The company did not receive any consideration, cash or otherwise, as part of the deconsolidation.

Linde will maintain its interest in its Russian subsidiaries and will continue to comply with sanctions and government restrictions.

The investment will be monitored for impairment in future periods.

Receivables, primarily loans receivable, with newly deconsolidated entities were reassessed for collectability resulting in a write-off of approximately $380 million.

*Other Russia related charges*

Cost reduction program and other charges related specifically to the Russia-Ukraine conflict were $103 million ($73 million after tax) for the year ended December 31, 2022, and are primarily comprised of impairments of assets which are maintained by international entities in support of the Russian business.

*Merger-Related Costs and Other Charges*

Merger-related costs and other charges were $139 million ($93 million, after tax) for the year ended December 31, 2022, primarily related to severance actions within the Engineering segment recorded during the fourth quarter, the impairment of an equity method investment in the EMEA segment, and the sale of the GIST business completed on September 30, 2022 (see Note 2).

The following table provides a summary of the pre-tax charges by reportable segment for the year ended December 31, 2022:

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Americas | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 4 | | | | | $ | 4 | |

| EMEA | | | 733 | | | | | | (7) | | | | | | 726 | | | | | | 25 | | | | | | 751 | | |

| APAC | | | — | | | | | | — | | | | | | — | | | | | | 28 | | | | | | 28 | | |

| Engineering | | | 54 | | | | | | 110 | | | | | | 164 | | | | | | 41 | | | | | | 205 | | |

| Total | | | $ | 787 | | | | | $ | 103 | | | | | $ | 890 | | | | | $ | 139 | | | | | $ | 1,029 | |

The total cash requirements of the cost reduction program and other charges incurred for the year ended December 31, 2024 are expected to be immaterial.

| 2025 | | | | | | $ | 202 | | | | | $ | 65 | |

[removed: Based on an evaluation of the effectiveness of Linde’s disclosure controls and procedures, which was made under the supervision and with the participation of management, including Linde’s principal executive officer and principal financial officer, the principal executive officer and principal financial officer have each concluded that, as of December 31, 2024,] such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde in reports that it files or submits under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to management including Linde’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Refer to Item 8 for Management’s Report on Internal Control Over Financial Reporting as of December 31, [removed: 2024.][added: 2025.]

There were no changes in Linde’s internal control over financial reporting that occurred during the quarter ended December 31, [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, Linde’s internal control over financial reporting.

Based on an evaluation of the effectiveness of Linde’s disclosure controls and procedures, which was made under the supervision and with the participation of management, including Linde’s principal executive officer and principal financial officer, the principal executive officer and principal financial officer have each concluded that, as of December 31, 2025,

*Equity Compensation Plans Information -* The table below provides information as of December 31, [removed: 2024] [added: 2025] about company shares that may be issued upon the exercise of options, warrants and rights granted to employees or members of Linde’s Board of Directors under equity compensation plans with awards outstanding as of December 31, [removed: 2024.][added: 2025.]

(1)This amount includes [removed: 591,549] [added: 566,372] restricted shares and [removed: 557,813] [added: 517,465] performance shares.

| Equity compensation plans approved by shareholders | | | 5,563,811 | | | (1) | | | $ | 233.38 | | | | | 6,496,096 | | | (2) | | |

| Total | | | 5,563,811 | | | | | | $ | 233.38 | | | | | 6,496,096 | | | | | |

| Equity compensation plans approved by shareholders | | | 6,172,294 | | | (1) | | | $ | 204.50 | | | | | 7,149,967 | | | (2) | | |

| Total | | | 6,172,294 | | | | | | $ | 204.50 | | | | | 7,149,967 | | | | | |

(i)The company’s [removed: 2024] [added: 2025] Consolidated Financial Statements and the Report of the Independent Registered Public Accounting Firm are included in Part II, Item 8.

| [removed: 4.05] [added: 4.09] | | | | | | [Form of Indenture for Debt Securities between Linde Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.3 to the Linde plc Form S-3 dated May 3, 2023, Filing No.001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312523134420/d501495dex43.htm) | | |

| [removed: 4.06] [added: 4.10] | | | | | | [Form of Indenture for Debt Securities between Linde Finance B.V., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.4 to the Linde plc Form S-3 dated May 3, 2023, Filing No. 001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/884905/000119312523134420/d501495dex44.htm) | | |

| [removed: 4.07] [added: 4.11] | | | | | | [Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of July 15, 1992, by and among Linde Inc. and U.S. Bank National Association, as trustee (Filed as Exhibit 4.1 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312523055949/d459315dex41.htm) | | |

| [removed: 4.08] [added: 4.12] | | | | | | [Supplemental Indenture, dated as of March 1, 2023, by and among the Company, Linde Inc., Linde GmbH and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee, to that certain indenture, dated as of August 10, 2020, by and among Linde Inc., the Predecessor and U.S. Bank National Association, as trustee(Filed as Exhibit 4.2 to the Company’s Current Report on Form 8-K, filed on March 1, 2023, File No. 001-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312523055949/d459315dex42.htm) | | |

| [removed: 4.09] [added: 4.05] | | | | | | [Supplemental Indenture, dated as of September 3, 2019, among Linde plc, Praxair, Inc., Linde AG and U.S. Bank National Association, as trustee (Filed as Exhibit 4.2 to the Linde plc Form 8-K dated September 6, 2019, Filing No. 1-38730, and incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000114036119016268/ex4_2.htm) | | |

| [removed: 4.10] [added: 4.06] | | | | | | [Guarantee and Negative Pledge of Linde plc dated May 11, 2020 (Filed as Exhibit 4.3 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and is incorporated herein by reference).](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex43.htm) | | |

| [removed: 4.11] [added: 4.07] | | | | | | [Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 (filed as Exhibit 4.4 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and is incorporated hereby by reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex44.htm) | | |

| [removed: 4.12] [added: 4.08] | | | | | | [Upstream Guarantee to Linde plc provided by Linde Inc. dated May 11, 2020 (filed as Exhibit 4.5 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and is incorporated hereby by reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312520151496/d931403dex45.htm) | | |

| [removed: 4.18] [added: 4.20] | | | | | | [Confirmation of Upstream Guarantee to Linde plc provided by Linde [removed: GmbH] [added: GmbH,] dated [removed: May 17, 2024 (Filed] [added: June 4, 2025 (filed] as Exhibit [removed: 4.7] [added: 4.6] to [removed: the] Linde [removed: plc] [added: plc’s Current Report on] Form [removed: 8-K,] [added: 8-K] dated June [removed: 4, 2024,] [added: 5, 2025,] Filing No. [removed: 1-38730,] [added: 001-38730,] and [added: is] incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1707925/000119312524154299/d815371dex47.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312525135992/d911230dex46.htm)] | | |

| [removed: 4.19] [added: 4.21] | | | | | | [Confirmation of Upstream Guarantee to Linde plc provided by Linde [removed: Inc.] [added: Inc.,] dated [removed: May 8, 2024 (Filed] [added: June 4, 2025 (filed] as Exhibit [removed: 4.8] [added: 4.7] to [removed: the] Linde [removed: plc] [added: plc’s Current Report on] Form [removed: 8-K,] [added: 8-K] dated June [removed: 4, 2024,] [added: 5, 2025,] Filing No. [removed: 1-38730,] [added: 001-38730,] and [added: is] incorporated herein by [removed: reference.)](https://www.sec.gov/Archives/edgar/data/1707925/000119312524154299/d815371dex48.htm)] [added: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312525135992/d911230dex47.htm)] | | |

| [removed: 4.20] [added: 4.23] | | | | | | Copies of the agreements related to long-term debt which are not required to be filed as exhibits to this Annual Report on Form 10-K will be furnished to the Securities and Exchange Commission upon request. | | |

| 10.02 | | | | | | [364-Day Credit Agreement, dated as of [removed: December](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm) [4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[,] [added: December 3, 2025,] among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative [removed: Agent](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm) [](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[(Filed] [added: Agent. (filed] as Exhibit 10.1 to [removed: Linde](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)['](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[s] [added: Linde plc’s] current report on Form 8-K, dated [removed: December](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm) [4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[, 202](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[4](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm)[, Filing] [added: December 5, 2025,Filing] No. [removed: 1-38730,] [added: 001-38730,] and [added: is] incorporated herein by [removed: reference)](https://www.sec.gov/ix?doc=/Archives/edgar/data/1707925/000119312524270689/d853180d8k.htm).] [added: reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312525306646/d51438dex101.htm).] | | |

| [removed: *10.03e] [added: *10.10c] | | | | | | [removed: [First] [added: [Third] Amendment to the [removed: 2021] [added: Amended and Restated 2009] Linde [removed: plc] Long Term Incentive Plan effective January 29, 2024 and dated March 21, 2024, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1003e.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828026011430/lindeplc10k-ex1010c.htm)] | | |

| *10.08b | | | | | | [Second Amendment to the Linde Compensation Deferral Program effective January 1, 2024 and dated March 13, 2024, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1008b.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828026011430/lindeplc10k-ex1008b.htm)] | | |

| [removed: *10.10c] [added: *10.03e] | | | | | | [removed: [Third] [added: [First] Amendment to the [removed: Amended and Restated 2009] [added: 2021] Linde [added: plc] Long Term Incentive Plan effective January 29, [removed: 2024] [added: 2024,] and dated March 21, 2024, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1010c.htm)] [added: as Exhibit 10.03e to Linde’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Filing No. 1-38730, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1003e.htm)] | | |

| *10.14 | | | | | | [Retirement Agreement and General Release between Linde Inc. and John M. Panikar, dated as of November 19, 2024, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1014.htm)] [added: as Exhibit 10.14 to Linde’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Filing No. 1-38730, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1014.htm)] | | |

| *10.16 | | | | | | [Linde plc Non-employee Director Deferral Program, adopted by the Board of Directors on July 30, 2024, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1016.htm)] [added: as Exhibit 10.16 to Linde’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Filing No. 1-38730, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1016.htm)] | | |

| 19.01 | | | | | | [Linde plc Insider Trading Policy, Effective October 23, 2024, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1901.htm)] [added: as Exhibit 19.01 to Linde’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Filing No. 1-38730, and incorporated herein by reference.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex1901.htm)] | | |

| 21.01 | | | | | | [Subsidiaries of Linde plc, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex2101.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828026011430/lindeplc10k-ex2101.htm)] | | |

| 23.01 | | | | | | [Consent of Independent Registered Public Accounting Firm, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex2301.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828026011430/lindeplc10k-ex2301.htm)] | | |

| 31.01 | | | | | | [Rule 13a-14(a) Certification, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex3101.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828026011430/lindeplc10k-ex3101.htm)] | | |

| 31.02 | | | | | | [Rule 13a-14(a) Certification, filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex3102.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828026011430/lindeplc10k-ex3102.htm)] | | |

| 32.01 | | | | | | [Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act), filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex3201.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828026011430/lindeplc10k-ex3201.htm)] | | |

| 32.02 | | | | | | [Section 1350 Certification (such certifications are furnished for the information of the Commission and shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act), filed [removed: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828025007990/lindeplc10k-ex3202.htm)] [added: herewith.](https://www.sec.gov/Archives/edgar/data/1707925/000162828026011430/lindeplc10k-ex3202.htm)] | | |

| 4.18 | | | | | | [Amended and Restated Dealer Agreement, dated May 8, 2025, among Linde plc, as Issuer and Citigroup Global Markets Limited, as Arranger and Dealer and the other Dealers party thereto (filed as Exhibit 1.1 to Linde plc’s Current Report on Form 8-K dated June 5, 2025, Filing No. 001-38730, and is incorporated herein by reference)](https://www.sec.gov/Archives/edgar/data/1707925/000119312525135992/d911230dex11.htm) | | |

| 4.19 | | | | | | [Fiscal Agency Agreement, dated May 8, 2025, among Linde plc, as Issuer, and Citibank, N.A., London Branch, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.2 to the Linde plc Current Report on Form 8-K dated June 5, 2025, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1707925/000119312525135992/d911230dex42.htm) | | |

| 4.22 | | | | | | [Swiss Agency Agreement, dated June 3, 2025, among Linde plc, as Issuer, and UBS AG, as Paying Agent (Filed as Exhibit 4.3 to the Linde plc Current Report on Form 8-K dated June 5, 2025, and incorporated herein by reference.)](https://www.sec.gov/Archives/edgar/data/1707925/000119312525135992/d911230dex43.htm) | | |

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| | | | | | | | | |

| | | | | | | | | |

| | | | | | | | | |

| Date: February [removed: 26, 2025] [added: 25, 2026] | | | | | | | | | By: | | | /s/ KELCEY E. HOYT | | | | | | | | |

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 indicated on February [removed: 26, 2025.][added: 25, 2026.]

| [removed: Stephen F. Angel Chairman | | | | | |] Sanjiv Lamba [removed: Chief Executive Officer] [added: Chairman] and [removed: Director] [added: Chief Executive Officer] | | | | | | Matthew J. White Chief Financial Officer | | | [added: | | | Ann-Kristin Achleitner Director | | |]

| /s/ [removed: PROF. DDR. ANN-KRISTIN ACHLIETNER] [added: ROBERT L. WOOD] | | | | | | /s/ [removed: ROBERT L. WOOD] [added: DR. THOMAS ENDERS] | | | | | | /s/ [removed: DR. THOMAS ENDERS] [added: JOSEF KAESER] | | |

| [removed: Ann-Kristin Achleitner] [added: Robert L. Wood] Director | | | | | | [removed: Robert L. Wood] [added: Thomas Enders] Director | | | | | | [removed: Thomas Enders] [added: Josef Kaeser] Director | | |

| /s/ [removed: JOSEF KAESER] [added: DR. VICTORIA OSSADNIK] | | | | | | /s/ [removed: DR. VICTORIA OSSADNIK] [added: ALBERTO WEISSER] | | | | | | /s/ [removed: ALBERTO WEISSER] [added: PAULA REYNOLDS] | | |

| [removed: Josef Kaeser] [added: Victoria Ossadnik] Director | | | | | | [removed: Victoria Ossadnik] [added: Alberto Weisser] Director | | | | | | [removed: Alberto Weisser] [added: Paula Reynolds] Director | | |

| /s/ [removed: PAULA REYNOLDS] [added: HUGH GRANT] | | | | | | [removed: /s/ HUGH GRANT] | | | | | | | | |

| [removed: Paula Reynolds] [added: Hugh Grant] Director | | | | | | [removed: Hugh Grant Director] | | | | | | | | |

| /s/ SANJIV LAMBA | | | | | | /s/ MATTHEW J. WHITE | | | | | | /s/ PROF. DDR. ANN-KRISTIN ACHLIETNER | | |

| /s/ STEPHEN F. ANGEL | | | | | | /s/ SANJIV LAMBA | | | | | | /s/ MATTHEW J. WHITE | | |