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

In addition, many of Linde’s customers are in businesses that are cyclical in nature, such as the chemicals,chemicals and energy, and metals and energymining industries.end markets. Downturns in these industries may adversely impact Linde during these cycles. Additionally, such conditions could impact the utilization of Linde’s manufacturing capacity which may require it to recognize impairment losses on tangible assets such as property, plant and equipment, as well as intangible assets such as goodwill, customer relationships or intellectual property.

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. These events could have an adverse effect on the international operations of Linde in the future by reducing the demand for its products, decreasing the prices at which it can sell its products, reducing the revenue from international operations or otherwise having an adverse effect on its business.

TheLinde's operations are exposed to physical risks associated with the occurrence of catastrophic events or natural disasters linked to climate change, such as extreme weather,weather events including hurricanes and floods;floods, as well as catastrophic events such as health epidemics; pandemics, such as COVID-19pandemics; and acts of war or terrorism,terrorism. These events could disrupt or delay Linde’s ability to produce and distribute its products to customerscustomers, result in asset impairments, and could potentially expose Linde to third-party liability claims. In addition, such events could impact Linde’s customers and suppliers resulting in temporary or long-term outages and/or the limitation of supply of energy and other raw materials used in normal business operations. Linde evaluates the direct and indirect business risks, consults with vendors, insurance providers and industry experts, makes investments in suitably resilient design and technology, and conducts regular reviews of the business risks with management. Despite these steps, however, these situations are outside Linde’s control and may have a significant adverse impact on its financial results.

Linde’s research and development is directed toward developing new and improved methods for the production and distribution of industrial gases, the design and construction of plants and toward developing new markets and applications for the use of industrial and process gases. This results in the introduction of new applications and the development of new advanced process technologies. As a result of these efforts, Linde develops new and proprietary technologies and employs necessary measures to protect such technologies within the global geographies in which Linde operates. These technologies help Linde to create a competitive advantage and to provide a platform to grow its business. 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 cybersecurity breaches inor dataother security.related incidents.

Linde relies on information technology systems and networksnetworks, 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. These systems are susceptible to outages due to fire, flood, power loss, telecommunications failures, viruses, break-ins and similar events, or breaches of security.

Linde has taken steps to address these risks and concerns by implementing advanced security technologies, internal controls, network and data center resiliency and recovery processes. 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 attacks.attacks and disruptions. Operational failures and breaches of security from such attempts could lead to the loss or disclosure of confidential information or personal data belonging to Linde or our employees and customers or suppliers. These failures and breaches could result in business interruption or malfunction and lead to legal or regulatory actions that could result in a material adverse impact on Linde’s operations, reputation and financial results. To date, such attempts have not had any significant impact on Linde's operations or financial results.

Linde has evaluated and expects to continue to evaluate, a wide array of potential strategic acquisitions and joint ventures. Many of these transactions, if consummated, could be material to its financial condition and results of operations. In addition, the process of integrating an acquired company, business or group of assets may create unforeseen operating difficulties and expenditures. Although historically Linde has been successful with its acquisition strategy and execution, the areas where Linde may face risks include:

Also, the anticipated benefit of potential future acquisitions may not materialize. Future acquisitions or dispositions could result in the incurrence of debt, contingent liabilities or amortization expenses, or impairments of goodwill,goodwill or other intangible assets, any of which could adversely impact Linde’s financial results.

•data protection including artificial intelligence;

Linde and its subsidiaries are subject to the tax rules and regulations in the U.S., Germany, Ireland, the U.K. and other countries in which they operate. Those tax rules and regulations are subject to change on a prospective or retroactive basis. 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 tax. In particular, since Linde is currently treated as U.K. tax resident, any potential changes in the tax rules applying to U.K. tax-resident companies would directly affect Linde.

•Sales of $33,005$33,986 million were flat3% versusabove 20232024 sales.sales of $33,005 million. Sales increased 2% from higher price attainment primarily in the Americas and EMEA segments. Acquisitions increased sales by 1% largely in APAC and Americas. Sales from volumevolumes were flat as growthbase fromvolume declines were largely offset by new project start-upsstart-ups. wasCurrency offsettranslation byand base volume declines. Costcost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreasedwere sales by 1% with minimal impact on operating profit. Currency translation decreased sales by 1%, largely in the Americas and APAC.flat.

•Reported operating profit of $8,635$8,923 million was 8%3% above 20232024 reported operating profit of $8,024$8,635 million. Adjusted operating profit of $9,720$10,137 million was 7%4% above 20232024 adjusted operating profit of $9,070$9,720 million. The increase in the reported and adjusted operating profit was primarily driven by higher pricing and savings from productivity initiatives in 2024.2025. These increases more than offset the adverse impacts of cost inflation and currency translation.inflation.*

•Net income - Linde plc of $6,565$6,898 million and diluted earnings per share of $13.62$14.61 increased from $6,199$6,565 million and $12.59,$13.62, respectivelyrespectively, in 2023.2024. Adjusted net income - Linde plc of $7,475$7,772 million and adjusted diluted earnings per share of $15.51$16.46 were 7%4% and 6%, respectively, above 20232024 adjusted amounts.*

•Cash flow from operations of $9,423$10,350 million was $118$927 million above 2023.2024. The increase was driven by higher net income, partially offsetprimarily by higher net income and lower net working capital requirements, including lower inflows for contract liabilities from engineering customer advance payments and higher cash taxes.requirements. Capital expenditures were $4,497$5,261 million; dividends paid were $2,655$2,811 million; net purchases of ordinary shares were $4,451$4,578 million; and debt borrowings, net were $3,167$2,911 million.

Linde sales wereincreased flat$981 million, or 3%, for the 20242025 year versus 2023.2024. Sales grew 2% from higher price attainment. Acquisitions increased sales by 1% during the year. Volumes were flat, as new project start-ups were largely offset by base volume declines. CostCurrency translation and cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customerscustomers, decreasedwere sales by 1%, with minimal impact on operating profit. Currency translation decreased sales by 1%, primarily due to the weakening of the Brazilian real, Chinese yuan, and Mexican peso against the U.S. dollar.flat.

Cost of sales, exclusive of depreciation and amortization, decreasedincreased $349$246 million, or 2%,1%, for the year primarily due to lower cost pass-throughinflation andpartially offset by productivity gains, which more than offset cost inflation.gains. Cost of sales, exclusive of depreciation and amortization, was 51.9%51.2% and 53.2%51.9% of sales, in 20242025 and 2023,2024, respectively. The decrease as a percentage of sales was primarily due to higher pricing and lowerproductivity cost pass-through.gains.

Selling, general and administrative expense ("SG&A") increased $42$96 million, or 1%,3%, from $3,295 million in 2023 to $3,337 million in 2024 drivento by$3,433 highermillion costs.in 2025. SG&A was 10.1% of sales in 20242025 versusand 10.0% in 2023. Currency impacts decreased2024. SG&A by approximately $28 millionincreased in 2024.2025 due to acquisitions and cost inflation, partially offset by savings from cost reduction programs and productivity initiatives.

Reported depreciation and amortization expense decreased $36$17 million, or 1%,million versus 2023.2024. The decrease iswas due to lower depreciation and amortization of assets acquired in the mergermerger, partially offset by the net impact of new project start ups.start-ups.

On an adjusted basis, depreciation and amortization expense increased $32$129 million, or 1%,5%, versus 2023.2024, Currencydriven impacts decreased depreciation and amortizationlargely by $17 million in 2024. Excluding currency, underlying depreciation and amortization increased due to the net impact of new project start ups.start-ups.

Cost reduction program and other charges wereinclude $145global severance charges of $308 million largely related to Engineering, and $40other benefits of $35 million forlargely 2024related andto 2023,a respectively.divestiture. 2024 includes severance charges of $165 million, other cost reduction charges of $23 million,million and other benefit of $43 million related to a divestiture in APAC. In 2023, the costs primarily related to severance in the Engineering segment and expenses incurred due to the intercompany reorganization.divestiture.

Reported other income (expense) - net was an expense of $58 million in 2025 and a benefit of $185 million in 20242024. andIn 2025, other expense included a charge of $41$164 million infor 2023.merger-related purchase accounting impacts. In 2024, other income included a benefit of $41 million related to a settlement with a supplier in the Americas and $45 million in insurance recoveries primarily within the Other segment (Note 7).

On a reported basis, operating profit increased $611$288 million in 2024,2025, or 8%.3%. The increase was primarily driven by higher pricing and savings from productivity initiatives,initiatives which more than offset the effectsadverse impacts of cost inflation, and higher cost reduction program and other charges and currency.charges.

On an adjusted basis, which excludes the impacts of merger-related purchase accounting impacts as well as cost reduction program and other charges, operating profit increased $650$417 million, or 7%,4%, for 20242025 versus 2023.2024. Operating profit growth was driven by higher pricing and productivity initiatives, which more than offset the effects of cost inflation and currency during 2024.2025. A discussion of operating profit by segment is included in the segment discussion that follows.

Reported net pension and OPEB cost (benefit), excluding service cost were benefits of $190$229 million and $164$190 million in 20242025 and 2023,2024, respectively. The increase was driven primarily byrelates a higher expected return on assets andto lower interest cost due to decrease inlower benefit obligations,obligations partiallyand offset by lowerhigher amortization of deferred gains year-over-year. (see Note 16 to the consolidated financial statements).

Reported income from equity investments for 20242025 was $170$150 million as compared to $167$170 million in 2023.2024. On an adjusted basis, income from equity investments for 20242025 was $228 million versus $242 million versus $239 million million in 2023.2024.

At December 31, 2024,2025, noncontrolling interests consisted primarily of noncontrolling shareholders’ investments in APAC (primarily in China). Reported noncontrolling interests increaseddecreased $30$12 million, from $142 million in 2023 to $172 million in 2024 andto $160 million in 2025. 2024 noncontrolling interests income included the impact of a divestiture in the APAC segment.

Reported net income - Linde plc increased $366$333 million, or 6%.5%. On an adjusted basis, which excludes the impacts ofmerger-related purchase accounting impacts and cost reduction program and other charges, net income - Linde plc increased $486$297 million, or 7%,4%, in 20242025 versus 2023.2024. On both a reported and adjusted basis, the increase was driven by higher operating profit.

Reported diluted earnings per share increased $1.03,$0.99, or 8%,7%, in 20242025 as compared to 2023.2024. On an adjusted basis, diluted EPS of $15.51$16.46 in 20242025 increased $1.31$0.95 versus 2023.2024. The increase on both a reported and adjusted basis iswas primarily due to higher net income - Linde plc and lower diluted shares outstanding.

The number of employees at December 31, 20242025 was 65,289,65,177, a decrease of 2%, or 1,034112 employees from 2023,2024, primarily driven primarily by the impact of ongoing cost reduction programs andpartially aoffset divestitureby in APAC.acquisitions.

EBITDA increased to $12,836 million in 2025 from $12,585 million in 2024 from $12,007 million in 2023.2024. Adjusted EBITDA increased to $12,819$13,351 million for 20242025 as compared to $12,133$12,819 million in 2023.2024. The increase inon both periodsa reported and adjusted basis was driven by higher operatingnet profitincome - Linde plc versus prior year.

Other comprehensive income (loss) for the year ended December 31, 2025 was income of $693 million that resulted primarily from currency translation adjustments of $646 million. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars, and are largely driven by the movement of the U.S. dollar against major currencies including the Euro,Euro and British pound and the Chinese yuan.pound. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 7 to the consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.

Linde’s principal operations relate to the production and distribution of atmospheric and other industrial gases, many of which are used to help customers reduce their emissions. WorldwideThe costs relating to environmental protection may continue to grow due to increasingly stringent lawsproduction and regulations.distribution Inof addition,industrial Lindegases, mayhowever, faceis physicalenergy risksintensive fromresulting 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 andis extremean weather.area of significant impact for Linde.

Linde anticipates continued growthoperates in hydrogenjurisdictions salesthat duehave, or are developing, laws and/or regulations to increasedreduce focusor onmitigate decarbonizationthe projects.adverse Traditionally,effects of GHG emissions and therefore faces a highly uncertain regulatory environment in this area. Linde continues to evaluate emerging regulatory changes and assess appropriate responses. For example, hydrogen production plants and a large number of other manufacturing and electricity-generating plants have been identified as sources of carbon dioxide emissions and these plants are subject to carbon taxation or cap-and-trade regulations in jurisdictions including CaliforniaCalifornia, China, Singapore and the European Union.Union impacting both Linde and its customers. Linde believes it will be able to mitigate the costs of these regulations through the terms of its product supply contracts. However, legislation that limits GHG emissions may impact growth by increasing capital, compliance, operating and maintenance costs and/or decreasing demand.

To manage business risks from current and potential GHG emission regulation as well as physical consequencesrisks ofassociated with climate change, Linde actively monitors currentemerging developments, evaluates the direct and indirect business risks, and takes appropriate actions. Among others, actions include: increasing relevant resources and training; maintaining contingency plans; obtaining advice and counsel from expert vendors, insurance providers and industry experts; incorporating GHG provisions in commercial agreements; and conducting regular reviews of the business risks with management. Although there are considerable uncertainties, Linde believes that the business risk from potential regulations can be effectively managed through its commercial contracts. Additionally, Linde’s plant design, operations, and risk management teams are engaged to manage and mitigate losses from physical climate change, and the company does not anticipate material effects regarding its plant operations or business arising from potential physical risks of climate change.

At the same time, external factors may provide Linde with future business opportunities. Linde anticipates continued growth in clean hydrogen sales due to increased focus on decarbonization projects. Other factors include governmental regulation of GHG and other emissions; uncertain costs of energy and certain natural resources; the development of renewable energy alternatives; and new technologies that help extract natural gas, improve air quality, increase energy efficiency and mitigate the impacts of climate change. Linde continues to develop new applications that can help customers lower emissions by reducing energy consumption and increasing product throughput. 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. Stricter regulation of water quality in emerging economies such as China provide a growing market for a number of gases, e.g., oxygen for wastewater treatment. Increased concern about drought in areas such as California and Australia may create additional markets for carbon dioxide for desalination. Renewable fuel standards in the European Union and U.S. can create a market for second-generation biofuels which use industrial gases such as oxygen, carbon dioxide, and hydrogen.

The environmental protection costs incurred in 20242025 were not significant. Linde anticipates that future annual environmental protection expenditures will be similar to 2024,2025, subject to any significant changes in existing laws and regulations. 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.

The funded status (pension benefit obligation ("PBO") less the fair value of plan assets) for the U.S. plans was a surplus of $86$169 million and deficit of $137$86 million at December 31, 20242025 and 2023,2024, respectively. The funded status for non-U.S. plans was a surplus of $464$615 million and deficit of $207$464 million at December 31, 20242025 and 2023,2024, respectively. During 2024,2025, the U.S. and non U.Snon-U.S. plans derived a benefit from plan asset performance and currency translation impacts, partially offset by actuarial gainslosses due to higher discount rate environment.

Global pension contributions were $25 million in 2025, $35 million in 2024, and $46 million in 2023, and $51 million in 2022.2023. At a minimum, Linde contributes to its pension plans to comply with local regulatory requirements (e.g., ERISA in the U.S.). Discretionary contributions in excess of the local minimum requirements are made based on many factors, including long-term projections of the plans' funded status, the economic environment, potential risk of overfunding, pension insurance costs and alternative uses of cash. Changes to these factors can impact the timing of discretionary contributions from year to year. Estimated required cash contributions for 20252026 are currently expected to be in the range of $25 million to $35 million.

Linde purchases insurance to limit a variety of property and casualty risks, including those related to property, business interruption, third-party liability and workers’ compensation. Currently, the company self retains up to $10 million per occurrence for vehicle liability in the United States and $5 million per occurrence for workers' compensation and general liability.liability Through December 31, 2024,in the United States. Linde has a captive insurance company selfthat retainedprovides risk up to €5 to €7.5 million at its various properties worldwidecoverage for property damage resulting from fire, flood and other perils affecting its properties along with a separate €5 to €7.5 million deductible onand business interruption resulting from a major peril loss. As of January 1, 2025 Linde has a captive insurance company that provides coverage for up to $50 million per event, and $100 million, in the annual aggregate, of losses above local deductibles for(ranging propertyfrom damage$5 andto business$7.5 interruptionmillion per event) at the group’sgroup's sites globally. To mitigate the risk of losses above these self retention levels, the company purchases catastrophic insurance coverage from highly rated insurance companies.

Sales for the Americas segment increased $138$766 million, or 1%,5%, in 20242025 versus 2023.2024. Higher pricing contributed 3% to sales. Volumes increased sales by 1% primarily driven by electronics, metals and mining, and chemicals and energy end markets including project start-ups. Cost pass-through increased sales by 1% with minimal impact on operating profit. The impact of net acquisitions increased sales by 1%. CostCurrency past-throughtranslation decreased sales by 1% withdriven minimalprimarily impactby the weakening of the Brazilian real and Mexican peso against the U.S. dollar.

Operating profit in the Americas segment increased $306$197 million, or 7%,4%, in 20242025 versus 20232024 driven primarily by higher pricing,pricing and continued productivity initiatives and a settlement gain with a supplier,initiatives, which more than offset cost inflation. 2024 included a settlement gain with a supplier.

The EMEA segment includes Linde's industrial gases operations in approximately 4550 European, Middle EasternEastern, and African countries including Germany, the U.K., France, Sweden and the Republic of South Africa.

EMEA segment sales decreasedincreased $190$197 million, or 2%, in 20242025 versus 2023.2024. CostCurrency pass-throughtranslation decreasedincreased sales by 4%3% withdriven minimalprimarily impactby onthe operatingstrengthening profit.of the Euro and British pound against the U.S. dollar. Higher price attainment increased sales by 3%.2%. Cost pass-through was flat. Volumes decreased sales by 1%3% ledprimarily driven by the manufacturingmetals and mining, manufacturing, and chemicals and energy end market. Currency translation was flat.markets.

Operating Profit for the EMEA segment increased $294$275 million, or 12%,10%, in 20242025 versus 2023.2024. The increase was driven primarily by higher pricingpricing, currency translation, and continued productivity initiatives, partially offset by cost inflation and lower volumes.

Sales for the APAC segment increasedwere $73 million, or 1%,flat in 20242025 versus 2023.2024. Acquisitions increased sales by 2%. Volumes increaseddecreased 2%sales includingby project start-ups in the electronics end market.1%. Currency translation decreased sales by 2% driven1% primarily bydue to the weakening of the Australian dollar and Korean won and Chinese yuan against the U.S. Dollar.dollar. Cost pass-through increasedand salespricing by 1% with minimal impact on operating profit. Pricing waswere flat.

Operating profit in the APAC segment increased $112$15 million, or 6%,1%, in 20242025 versus 2023.2024. The increase was primarily driven by volume including project start-ups and continued productivity initiatives whichand moreacquisitions, thanpartially offset theby impactcost ofinflation, lower volumes, and currency and cost inflation.translation.

Engineering segment sales increaseddecreased $162$72 million, or 8%,3%, in 20242025 versus 20232024 driven by project timing. Currency translation increased sales by 3%, primarily due to the strengthening of the Euro against the U.S. dollar.

Engineering segment operating profit decreased $81$2 million, or 16%,1%, in 20242025 versus 20232024, dueas todeclines largerdriven benefitsby inproject thetiming priorwere yearlargely fromoffset higherby margincurrency ontranslation lawful wind down of projects subject to sanctions in Russia.impacts.

Sales for Other decreasedincreased $32$61 million, or 2%,5%, in 20242025 versus 2023.2024. Underlying sales decreasedincreased 2%4% in 20242025 versus 20232024 primarily due to lowerhigher volumes in globalLAMT heliumpartially andoffset LAMT.by Thehelium. impact of currencyCurrency translation wasincreased flatsales by 1% in 20242025 versus 2023.2024.

Operating profit in Other increaseddecreased $19$68 million, or 44%,110%, in 20242025 versus 2023.2024. The increasedecrease was driven by helium and an insurance recovery forin LAMT2024, partially offset by higherLAMT costsvolumes dueand tocontinued helium.productivity initiatives.

Cash flows from operations waswere $9,423$10,350 million, an increase of $118$927 million from 2023.2024. The increase was driven primarily attributable toby higher net income,income whichadjusted wasfor partiallynon-cash offsetcharges byand higherlower net working capital requirements, including lowerhigher inflows for contract liabilities from engineering customer advance payments,payments andwhen highercompared cashwith taxes.2024.

Net cash used for investing activities was $5,721 million in 2025 compared to $4,644 million in 2024 compared to $4,670 million in 2023.2024. The decreaseincrease was dueprimarily attributable to lower acquisition spend and higher proceeds from divestiture and asset sales, which more than offset higher capital expenditures.

Acquisitions, net of cash acquired for 20242025 were $317$412 million, aan decreaseincrease of $636$95 million from 2023.2024. In 2024,2025, acquisitions were primarily related to packaged gas businesses in the Americas.EMEA and APAC segments. Acquisitions in the prior year were $953$317 millionmillion, primarily related primarily to thepackaged acquisitiongas of nexAirbusinesses in the Americas (see Note 2 to the consolidated financial statements).

Divestitures, net of cash divested and asset sales in 20242025 were $170$42 million compared with $70$170 million in 2023.2024. Divestiture proceeds in 2024 includeincluded $69 million in net proceeds for a divestiture in APAC and a settlement with a supplier in the Americas.

The following table provides summary information for the threequarters and six months ended MarchJune 31,30, 2026 and 2025. The reported amounts are GAAP amounts from the Consolidated Statement of Income. The adjusted amounts are intended to supplement investors' understanding of the company's financial information and are not a substitute for GAAP measures:

In the firstsecond quarter of 2026, Linde's sales were $8,781$9,289 million, 8%9% above the prior year. Currency translation increased sales by 5% in the quarter, largely driven by the strengthening of the Euro against the U.S dollar. Sales grew 2% from higher price attainment. Volumes increased sales by 1%2% inprimarily driven by the quarterelectronics, versusmanufacturing, and chemicals and energy end markets. Currency translation increased sales by 2% primarily driven by the 2025strengthening respectiveof period,the primarilyBrazilian duereal, toChinese newyuan, projectand start-ups.Euro against the U.S. dollar. Acquisitions increased sales by 1% in the quarter.1%. Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, wasincreased flatsales inby the quarter.1%. Engineering sales decreasedincreased by 1% in the quarter.1%.

Reported operating profit for the firstsecond quarter of 2026 was $2,439$2,554 million, or 27.8%27.5% of sales, 12%8% above the prior year. The reported year-over-year increase was primarily driven by higher pricing, currency translation and productivity initiatives, which more than offset adverse impacts from cost inflation. The reported effective tax rate ("ETR") was 23.5% in the first quarter

2026more versusthan 23.4%offset adverse impacts from cost inflation. The reported effective tax rate ("ETR") was 24.0% in the firstsecond quarter of 2026 versus 24.4% in 2025. Diluted earnings per share ("EPS") was $3.98,$4.15 in the second quarter of 2026, or 13%11% above EPS of $3.51$3.73 in the firstsecond quarter of 2025, primarily due to higher net income - Linde plc and lower diluted shares outstanding.

In the firstsecond quarter of 2026, adjusted operating profit of $2,630$2,744 million, or 30.0%29.5% of sales, was 8%7% higher as compared to 2025,the prior year driven by higher pricing, currency translation and productivity initiatives, partiallywhich more than offset byadverse impacts from cost inflation. On an adjusted basis, the ETR was 23.5%23.9% for the firstsecond quarter of 2026 and 24.3% for the 2025 respective period. On an adjusted basis, EPS was $4.33,$4.50 for the second quarter of 2026, 10% above the 2025 adjusted EPS of $3.95,$4.09. The increase was driven by higher adjusted net income - Linde plc and lower diluted shares outstanding.

Sales increased by 8%9% both in the second quarter of 2026 and for the firstsix quartermonths ofended June 30, 2026, versus the respective 2025 period.periods. Currency translation increased sales by 5%2% in the quarter,quarter largelyand increased sales by 3% for the six months ended June 30, 2026, driven primarily by the strengthening of the Chinese yuan, Euro and Brazilian real against the U.S. dollar. Higher price attainment increased sales by 2% both in the quarter.quarter and six months ended June 30, 2026. Volumes increased sales by 1%2% forboth in the quarter,quarter and six months ended June 30, 2026, due primarily due to newthe projectelectronics, start-ups.manufacturing, and chemicals and energy end markets. Acquisitions increased sales by 1% both in the quarter.quarter and six months ended June 30, 2026. Cost pass-through wasalso flatincreased sales by 1% both in the quarter.quarter and six months ended June 30, 2026, with minimal impact on operating profit. Engineering sales decreasedincreased by 1% in the quarter.quarter and were flat in the six months ended June 30, 2026.

Cost of sales, exclusive of depreciation and amortization, increased $366$555 million, or 9%,13%, for the firstsecond quarter of 2026 and increased $921 million, or 11%, for the six months ended June 30, 2026, primarily due to currency translation, and cost inflation, partially offset by productivity gains. Cost of sales, exclusive of depreciation and amortization, was 51.5%52.3% and 51.9% of sales for the firstquarter quarter,and six months ended June 30, 2026, respectively, versus 51.2%50.7% and 51.0% for the respective 2025 period.periods. The increase as a percentage of sales in the quarter was primarily due to higher costs,costs and cost pass-through, partially offset by pricing and productivity gains.

Selling, general and administrative expenses

Selling, general and administrative expenseexpenses ("SG&A") increased $107$21 million, or 14%,2%, for the firstsecond quarter of 2026 and increased $128 million, or 8%, for the six months ended June 30, 2026. SG&A was 10.2%9.6% and 9.9% of sales for the threequarter and six months ended MarchJune 31,30, 20262026, respectively, versus 9.7%10.2% and 10.0% of sales for the respective 2025 period.periods. Currency impact increased SG&A by approximately $37 million for the first quarter of 2026. Excluding currency impacts, underlying SG&A increased in the first quarter of 2026 driven primarily by higher costs.

Reported depreciation and amortization expense increased $41$21 million, or 5%,2%, infor the firstsecond quarter of 2026 and increased $62 million, or 3%, for the six months ended June 30, 2026. On an adjusted basis, excluding merger-related impact,impacts, depreciation and amortization increased $41$29 million, or 6%,4%, including currency impact of $29$14 million in the second quarter of 2026 and increased $70 million, or 5%, including currency impact of $43 million for the six months ended June 30, 2026. Excluding currency, the underlying depreciation and amortization increase was largely driven by new project start-ups.

There were no cost reduction program and other charges for the threequarter and six months ended MarchJune 31,30, 2026. TheFor the respective 2025 periodperiods, there were no cost reduction program and other charges for the second quarter of 2025, and $55 million for the six months ended June 30, 2025, primarily includedrelated to severance charges of $55 million.charges. On an adjusted basis, these costs have been excluded.

Reported other income (expense) - net was a benefit of $63$17 million for the firstsecond quarter of 2026 primarilyand driven$80 bymillion for the six months ended June 30, 2026. The year-to-date period included a gain on a divestiture in the Americas business. InFor the respective 2025 period,periods, other income (expense) was a benefit of $18$15 million.million for the second quarter of 2025 and $33 million for the six months ended June 30, 2025.

On a reported basis, operating profit increased $255$200 million, or 12%,8%, for the firstsecond quarter of 2026 and increased $455 million, or 10%, for the six months ended June 30, 2026. The increaseincreases waswere primarilydriven due to higher pricing, currency translation,by savings from productivity initiativesinitiatives, higher pricing, and lowercurrency cost reduction program and other charges,translation, which more than offset the adverse impacts of cost inflation.

On an adjusted basis, which excludes the impacts of merger-related purchase accounting as well as cost reduction programsprogram and other charges, operating profit increased $192$188 million, or 7%, for the second quarter of 2026 and increased $380 million, or 8%, for the firstsix quartermonths ofended June 30, 2026. OperatingThe profitincreases growth waswere driven by savings from productivity initiatives, higher pricing, and currency translation and productivity initiatives,translation, which more than offset the effects of cost inflation during the first quarter of 2026.inflation. A discussion of operating profit by segment is included in the segment discussion that follows.

Reported interest expense - net increaseddecreased $2$6 million, or 9%, for the second quarter of 2026 and decreased $4 million, or 3%, for the firstsix quartermonths ofended 2026June versus30, the respective 2025 period.2026.

Reported net pension and OPEB cost (benefit), excluding service cost, was a benefit of $54$53 million and $107 million for the quarter,quarter and six months ended June 30, 2026, respectively, versus $56a benefit of $59 million and $115 million for the respective 2025 period.periods. The decrease for both periods was primarily driven by higher interest cost and lower amortization of deferred gains, partially offset by higher expected return on plan assetsgains year-over-year.

The reported effective tax rate ("ETR") for the first quarter ofand six months ended June 30, 2026 was 23.5%,24.0% and 23.7%, respectively, versus 23.4%24.4% and 24.0% for the respective 2025 period.periods.

On an adjusted basis, the ETR for the quarter and six months ended June 30, 2026 was 23.5%23.9% and 23.7%, respectively, versus 24.3% and 23.9% for the three months ended March 31, 2026 and therespective 2025 respective period.periods.

Reported income from equity investments for the first quarter ofand six months ended June 30, 2026 was $40$36 million and $76 million, respectively, versus $38$33 million and $71 million for the respective 2025 period.periods.

On an adjusted basis, income from equity investments for the first quarter ofand six months ended June 30, 2026 was $59$55 million and $114 million, respectively, versus $56$51 million and $107 million for the respective 2025 period.periods.

At MarchJune 31,30, 2026, noncontrolling interests consisted primarily of non-controlling shareholders' investments in APAC (primarily China). Reported noncontrolling interests income was $43$44 million and $87 million for the first quarter of 2026 and $34six months ended June 30, 2026, respectively, versus $40 million and $74 million for the respective 2025 period.periods.

Reported net income - Linde plc increased $184$162 million, or 11%,9%, for the firstsecond quarter of 20262026, versusand increased $346 million, or 10%, for the respectivesix 2025months period.ended June 30, 2026. On an adjusted basis, which excludes the impacts of merger-related purchase accounting and cost reduction program and other charges, net income - Linde plc increased $139$152 million, or 7%,8%, for the firstsecond quarter of 20262026, versusand increased $291 million, or 8%, for the respectivesix 2025months period.ended June 30, 2026. On both a reported and adjusted basis, the increase was largely driven by higher operating profit.

Reported diluted earnings per share increased $0.47,$0.42, or 13%,11%, for the firstsecond quarter of 2026 versus the respective 2025 period. On an adjusted basis, diluted EPSand increased $0.38,$0.89, or 10%,12% for the threesix months ended MarchJune 31,30, 2026, versus the respective 2025 period. On both a reported and adjusted basis, the increase was primarily due to higher net income - Linde plc and lower diluted shares outstanding.2026.

The number of employees at MarchJune 31,30, 2026 was 65,034,64,649, a decrease of 35193 employees from MarchJune 31,30, 2025.2025 due to the ongoing impact of the cost reduction program, partially offset by acquisitions.

EBITDA was $3,430$3,553 million for the firstsecond quarter of 20262026, aswhich increased $224 million compared to $3,132$3,329 million in the respective 2025 period. AdjustedFor the six months ended June 30, 2026, EBITDA was $6,983 million, which increased $522 million compared to $3,449 million for the first quarter of 2026 from $3,213$6,461 million in the respective 2025 period. The increase on both a reported and adjusted basis was driven by higher net income - Linde plc versus prior year.

Other comprehensive income was $79 million for the first quarter of 2026. The income in the quarter resultedand six months ended June 30, 2026 was $228 million and $307 million, respectively, which primarily fromrelated to currency translation adjustments of $55$246 million.million and $301 million, respectively. The translation adjustments reflect the impact of translating local currency foreign subsidiary financial statements to U.S. dollars,dollars and are largely driven by the movement of the U.S. dollar against major currencies, including the Euro and British pound. See the "Currency" section of the MD&A for exchange rates used for translation purposes and Note 10 to the condensed consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.

Sales for the Americas segment increased $359$271 million, or 10%,7%, in the second quarter of 2026 and increased $630 million, or 8%, for the firstsix quartermonths versusended theJune respective30, 2025 period.2026. Higher pricing contributed 4% to sales in the first quarter. Volumes increased sales by 2% in the quarter, primarily driven by electronics, manufacturingquarter and metals3% andyear-to-date. mining end markets including project start-ups. Cost pass-throughVolumes increased sales by 2% both in the quarter,quarter and year-to-date periods primarily driven by the electronics and manufacturing end markets. Cost pass-through was flat in the quarter and increased sales by 1% year-to-date, with minimal impact on operating profit. Currency translation increased sales by 2% both in the firstquarter quarter,and year-to-date periods, driven primarily by the strengthening of the Mexican peso and Brazilian real against the U.S. dollar. Acquisitions wereincreased flatsales by 1% in the quarter.quarter and were flat year-to-date.

Operating profit in the Americas segment increased $135$63 million, or 12%,5%, in the second quarter of 2026, and increased $198 million, or 8%, for the firstsix quartermonths comparedended toJune the30, respective2026. 2025The period,increase was driven primarily by higher volumes, higher pricing, continued productivity initiativesinitiatives, higher volumes, and acurrency gain on a divestiture,translations, which more than offset cost inflation.

Sales for the EMEA segment salesincreased $141 million, or 7%, in the second quarter of 2026 and increased $140$281 million, or 7%, for the firstsix quarter,months comparedended toJune the30, respective 2025 period.2026. Currency translation increased sales by 10%3% in the firstquarter quarter,and driven6% primarilyyear-to-date bylargely due to the strengthening of the Euro and British pound against the U.S. dollar. Higher price attainment increased sales by 1%2% both in the quarter.quarter and the year-to-date periods. Acquisitions increased sales by 1%.1% both in the quarter and the year-to-date periods. Cost pass-through decreasedincreased sales by 2% in the quarterquarter, with minimal impact on operating profit.profit, and was flat year-to-date. Volumes decreased sales by 3%1% in the quarter,quarter and decreased sales by 2% year-to-date primarily driven by the manufacturing and chemicals and energy end markets.market.

Operating profit forin the EMEA segment increased by $62$43 million, or 9%,6%, for the firstsecond quarter,quarter comparedof to2026, and increased $105 million, or 7%, for the respectivesix 2025months period.ended June 30, 2026. The increase in the first quarter was driven primarily by currency translation, higher pricing, and continued productivity initiatives, currency translation, and higher pricing, which more than offset cost inflation and lower volumes.

Sales for the APAC segment increased $162$215 million, or 11%,13%, in the second quarter of 2026 and increased $377 million, or 12%, for the firstsix quartermonths versusended theJune respective30, 2025 period.2026. Volumes increased sales by 6% both in the firstquarter quarter,and year-to-date periods, primarily driven by base volumes, new project start-ups and equipment sales. Currency translation increased sales by 4%3% in the quarter, primarily due to the strengthening of the Australian dollar and Chinese yuan against the U.S. dollar. Acquisitions increased sales by 2% in the quarter. Price was flatboth in the quarter largelyand due to heliumyear-to-

Operating profit in the APAC segment increased $26$41 million, or 6%,8%, in the firstsecond quarter comparedof to2026 and increased $67 million, or 7%, for the respectivesix 2025,months ended June 30, 2026. The increase was driven primarily by higher volumes,pricing, continued productivity initiatives, currency translationvolumes, and acquisitions,currency translation, which more than offset cost inflation.

Sales for the Engineering segment salesincreased decreased $48$74 million, or 8%,13%, in the second quarter of 2026 and increased $26 million, or 2%, for the firstsix quarter,months asended comparedJune 30, 2026 primarily due to the respective 2025 period, driven by project timing. Currency translation increased sales by 7%2% in the quarter,quarter and 4% year-to-date primarily due to the strengthening of the Euro against the U.S. dollar.

Operating profit for the Engineering segment operatingincreased profit decreased $13$10 million, or 11% for the firstsecond quarter,quarter asof compared to the respective 2025 period2026, primarily driven by project timing and currency translation. For the six months ended June 30, 2026, operating profit decreased $3 million, or 1%, primarily driven by project timing, partially offset by currency translation.

Operating profit in Other decreasedincreased $18$31 millionmillion, or 238%, in the firstsecond quarter,quarter asof compared2026 toand the$13 respectivemillion, 2025or period.1,300%, year-to-date. The decreaseincreases in the quarter waswere primarily driven by heliumhigher volume/price in LAMT and higherlower corporate costs.

Cash provided by operations of $2,240$4,511 million for the threesix months ended MarchJune 31,30, 20262026, increased $79$139 million, or 4%,3%, versus 2025. The increase was driven primarily by higher net income adjusted for non-cash charges and was partially offset by higher net working capital requirements.income.

Linde estimates that the total 2026 required contributions to its pension plans will be in the range of approximately $25 million to $35 million, of which $7$18 million has been made through MarchJune 31,30, 2026.

Net cash used for investing activities of $1,384$3,042 million for the threesix months ended MarchJune 31,30, 2026 increased $15$216 million, or 1%,8%, versus 2025 as higher capital expenditures and acquisition spend, net of cash acquired more than offset cash inflows from divestitures and asset sales.

Capital expenditures for the threesix months ended MarchJune 31,30, 2026 were $1,342$2,780 million, $72$253 million higher than the prior year, primarily due to investments in new plant and production equipment for backlog growth requirements.

At MarchJune 31,30, 2026, Linde's sale of gas backlog of large projects under construction was approximately $7.1$8.1 billion. This represents the total estimated capital cost of large plants under construction.

Acquisitions, net of cash acquired, were $153$385 million for the threesix months ended MarchJune 31,30, 2026, and primarily related primarily to packaged gas businesses in the Americas segment.and EMEA. Acquisitions, net of cash acquired, were $112$270 million for the threesix months ended MarchJune 31,30, 2025 and related primarily to businesses in the Americas and APAC.

Divestitures, net of cash divested and asset sales, for the threesix months ended MarchJune 31,30, 2026 were $112$123 million.million 2026and included proceeds from the sale of a business in the Americas. 2025Divestitures divestitures,for the six months ended June 30, 2025, net of cash divested and asset salessales, were $13$24 million.

OtherCash outflows related to other investing, net decreased $53 million for the threesix months ended MarchJune 31,30, 20262026, consistedversus of2025, outflows of $1 million relateddue to thea decrease in cash settlementsettlements of foreign exchange contracts designated in a net investment hedging relationship.

Cash used for financing activities was $1,968$1,647 million for the threesix months ended MarchJune 31,30, 2026 as compared to $388$1,754 million for the threesix months ended MarchJune 31,30, 2025. Cash usedprovided forby debt was $336$1,645 million infor 2026the six months ended June 30, 2026, versus cash provided by debt of $1,493$1,839 million infor the six months ended June 30, 2025, asdriven primarily by lower net debt repaymentsissuances morein than offset borrowings, including commercial paper issuances.2026. During the threesix months ended MarchJune 31,30, 2026, Linde issued €1.6 billion of Euro-dominated notes and repaid $725 million of 3.20% U.S. dollar-denominated notes.

Net purchases of ordinary shares were $804$1,656 million infor 2026the six months ended June 30, 2026, versus $1,100$2,207 million infor the six months ended June 30, 2025. For additional information related to the share repurchase programs, see Part II Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

Cash dividends offor $741the millionsix months ended June 30, 2026 were $1,479 million, having increased $33$67 million from 2025the six months ended June 30, 2025, driven primarily by a 7% increase in quarterly dividends per share from $1.50 per share to $1.60 per share and partially offset by lower shares outstanding. Cash used for Noncontrollingnoncontrolling interest transactions and other was $87$157 million for the threesix months ended MarchJune 31,30, 2026 versus cash usedprovided by noncontrolling interest transactions and other of $73$26 million for the respectivesix 2025months period,ended asJune 30, 2025, primarily due to higher cash requirements for withholding taxes related to share-based compensation arrangements moreand than offset higherlower cash inflows from financing related derivatives.

The company continues to believe it has sufficient operating flexibility, cash, and funding sources to maintain adequate amounts of liquidity to meet its business needs around the world. The company maintains a $5.0 billion and a $1.5 billion unsecured and undrawn revolving credit agreement with no associated financial covenants. No borrowings were outstanding under the credit agreements as of MarchJune 31,30, 2026. The company does not anticipate any limitations on its ability to access the debt capital markets and/or other external funding sources and remains committed to its strong ratings from Moody’s and Standard & Poor’s.

Linde plc may offer debt securities, preferred shares, depositary shares and ordinary shares under the Registration Statement, and debt securities exchangeable for or convertible into preferred shares, ordinary shares or other debt securities. Debt securities of Linde plc may be guaranteed by Linde IncInc. and/or Linde GmbH. Linde plc may provide guarantees of debt securities offered by its wholly owned subsidiariessubsidiary Linde Inc. or Linde Finance under the Registration Statement.