Form 8-K

8-K — LINDE PLC

Accession: 0001654954-26-004202

Filed: 2026-05-01

Period: 2026-05-01

CIK: 0001707925

SIC: 2810 (INDUSTRIAL INORGANIC CHEMICALS)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — lin_8k.htm (Primary)

EX-99.1 — PRESS RELEASE (lin_ex991.htm)

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8-K (Primary)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

DATE OF REPORT (Date of earliest event reported): May 1, 2026

Linde plc

(Exact name of registrant as specified in its charter)

Ireland

001-38730

98-1448883

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

Forge

10 Riverview Dr.

43 Church Street West

Danbury, Connecticut

Woking, Surrey GU21 6HT

United States 06810

United Kingdom

(Address of principal executive offices) (Zip Code)

+44 1483 242200

(Registrant’s telephone numbers, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Ordinary shares (€0.001 nominal value per share)

LIN

Nasdaq Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 2.02 Results of Operations and Financial Condition

On May 1, 2026, Linde plc issued a press release setting forth Linde plc’s results of operations for the quarter ended March 31, 2026. A copy of Linde plc’s press release is furnished herewith as Exhibit 99.1 and is hereby incorporated by reference in this Item 2.02.

ITEM 9.01. Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is furnished herewith pursuant to Item 2.02 hereof:

Exhibit No.

Description

99.1

Press Release dated May 1, 2026

104

Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

LINDE PLC

Date: May 1, 2026

By:

/s/

Kelcey E. Hoyt

Name:

Kelcey E. Hoyt

Title:

Principal Accounting Officer

EX-99.1 — PRESS RELEASE

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EXHIBIT 99.1

Linde Reports First-Quarter 2026 Results

First-Quarter Highlights

➢

Sales $8.8 billion, up 8% YoY, underlying sales up 3%

➢

Operating profit $2.4 billion, adjusted operating profit $2.6 billion, up 8%

➢

Operating profit margin 27.8%; adjusted operating profit margin 30.0%, down 10 basis points YoY

➢

EPS $3.98, up 13%; adjusted EPS $4.33, up 10% YoY

➢

First-quarter operating cash flow of $2.2 billion, up 4% YoY

➢

Full-year 2026 adjusted EPS guidance of $17.60 - $17.90 representing 7% to 9% growth

Woking, UK, May 1, 2026 – Linde plc (Nasdaq: LIN) today reported first-quarter 2026 net income of $1,857 million and diluted earnings per share of $3.98, up 11% and up 13%, respectively. Excluding Linde AG purchase accounting impacts and cost reduction program and other charges, adjusted net income was $2,019 million, up 7% versus prior year. Adjusted earnings per share was $4.33, 10% above prior year.

Linde’s sales for the first quarter were $8,781 million, up 8% versus prior year including 5% favorable currency impact. Compared to prior year, underlying sales increased 3% from 2% price attainment and 1% volumes, primarily from project start-ups. Acquisitions increased sales by 1%.

First-quarter operating profit was $2,439 million. Adjusted operating profit of $2,630 million was up 8% versus prior year led by higher price and continued productivity initiatives across all segments. Adjusted operating profit margin was 30.0%.

First-quarter operating cash flow of $2,240 million increased 4% versus prior year. After capital expenditures of $1,342 million, free cash flow was $898 million. During the quarter, the company returned $1,545 million to shareholders through dividends and stock repurchases, net of issuances.

Commenting on the financial results and business outlook, Chief Executive Officer Sanjiv Lamba said, “Linde employees delivered another solid quarter with 10% EPS growth, 30% operating margin and 24% return on capital under increasingly challenging global conditions. These results underscore the resiliency of our operating model, discipline of capital allocation and perseverance of management actions.”

Lamba continued, “Looking ahead, I’m confident the Linde team will continue to create shareholder value in any environment.”

For the second quarter of 2026, Linde expects adjusted diluted earnings per share in the range of $4.40 to $4.50, up 8% to 10% versus prior-year quarter or 7% to 9% when excluding estimated favorable currency of 1%.

For the full year 2026, the company expects adjusted diluted earnings per share to be in the range of $17.60 to $17.90, up 7% to 9%, assuming favorable currency of 1%. Full-year capital expenditures are expected to be in the range of $5.0 billion to $5.5 billion to support growth and maintenance requirements including the $7.1 billion contractual sale of gas project backlog.

Page 1/13

First-Quarter 2026 Results by Segment

Americas sales of $4,025 million were up 10% versus prior year. Compared with first quarter 2025, underlying sales increased 6%, driven by 4% higher pricing and 2% higher volumes, primarily in the electronics, manufacturing and metals and mining end markets. Operating profit of $1,272 million was 31.6% of sales, 60 basis points above prior year.

APAC (Asia Pacific) sales of $1,701 million were up 11% versus prior year. Compared with first quarter 2025, underlying sales increased 6%, driven by 6% volumes primarily in the electronics, and chemicals and energy end markets and project startups. Operating profit of $477 million was 28.0% of sales, 130 basis points below prior year.

EMEA (Europe, Middle East & Africa) sales of $2,171 million were up 7% versus prior year. Compared with first quarter 2025, underlying sales decreased 2%, driven by 1% higher pricing and 3% lower volumes, primarily in the chemicals and energy and manufacturing end markets. Operating profit of $784 million was 36.1% of sales, 60 basis points above prior year.

Linde Engineering sales were $517 million, down 8% versus prior year, and operating profit was $101 million or 19.5% of sales. Order intake for the quarter was $640 million and third-party sale of equipment backlog was $2.8 billion.

Earnings Call

A teleconference on Linde’s first-quarter 2026 results is being held today at 9:00 am EDT.

Live conference call

US Toll-Free Dial-In Number: 1 888 770 7292

UK Toll-Free Dial-In Number: 0800 358 0970

Access code: 6877110

Live webcast (listen-only)

https://www.linde.com/investors/financial-reports

Materials to be used in the teleconference are also available on the website.

About Linde

Linde is a leading global industrial gases and engineering company with 2025 sales of $34 billion. We live our mission of making our world more productive every day by providing high-quality solutions, technologies and services which are making our customers more successful and helping to sustain, decarbonize and protect our planet. Linde serves a variety of end markets such as chemicals & energy, food & beverage, electronics, healthcare, manufacturing, metals and mining. Linde’s industrial gases and technologies are used in countless applications, enabling space exploration and launch technologies, delivering ultra-high-purity and specialty gases for semiconductor manufacturing, providing life-saving medical oxygen and enabling clean hydrogen production and carbon capture to reduce greenhouse gas emissions. Linde also delivers state-of-the-art gas processing solutions to support customer growth, efficiency improvements and emissions reductions.

For more information about the company and its products and services, please visit www.linde.com

Adjusted amounts, free cash flow and return on capital are non-GAAP measures. See the attachments for a summary of non-GAAP reconciliations and calculations for adjusted amounts.

Attachments: Summary Non-GAAP Reconciliations, Statements of Income, Balance Sheets, Statements of Cash Flows, Segment Information and Appendix: Non-GAAP Measures and Reconciliations.

Page 2/13

*Note: We are providing adjusted earnings per share (“EPS”) guidance for 2026. This is a non-GAAP financial measure that represents diluted earnings per share from continuing operations (a GAAP measure) but excludes the impact of certain items that we believe are not representative of our underlying business performance, such as cost reduction and other charges, and the impact of other potentially significant items. Given the uncertainty of timing and magnitude of such items, we cannot provide a reconciliation of the differences between the non-GAAP adjusted EPS guidance and the corresponding GAAP EPS measure without unreasonable effort.

Forward-looking Statements

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are identified by terms and phrases such as: anticipate, believe, intend, estimate, expect, continue, should, could, may, plan, project, predict, will, potential, forecast, and similar expressions. They are based on management’s reasonable expectations and assumptions as of the date the statements are made but involve risks and uncertainties. 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, 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 cybersecurity breaches; and the effectiveness and speed of integrating new acquisitions into the business. These risks and uncertainties may cause future results or circumstances to differ materially from adjusted projections, estimates or other forward-looking statements.

Linde plc assumes no obligation to update or provide revisions to any forward-looking statement in response to changing circumstances. The above listed risks and uncertainties are further described in Item 1A. Risk Factors in Linde plc’s Form 10-K for the fiscal year ended December 31, 2025 filed with the SEC on February 25, 2026 which should be reviewed carefully. Please consider Linde plc’s forward-looking statements in light of those risks.

Page 3/13

LINDE PLC AND SUBSIDIARIES

SUMMARY NON-GAAP RECONCILIATIONS

(UNAUDITED)

The following adjusted amounts are Non-GAAP measures and are intended to supplement investors’ understanding of the company’s financial statements by providing measures which investors, financial analysts and management use to help evaluate the company’s operating performance. Items which the company does not believe to be indicative of ongoing business trends are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these Non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures. See the “NON GAAP MEASURES AND RECONCILIATIONS” starting on page 9 for additional details relating to the adjustments.

(Millions of dollars, except per share amounts)

Sales

Operating Profit

Net Income

Diluted EPS

Quarter Ended March 31,

2026

2025

2026

2025

2026

2025

2026

2025

Reported GAAP Amounts

$ 8,781

$ 8,112

$ 2,439

$ 2,184

$ 1,857

$ 1,673

$ 3.98

$ 3.51

Cost reduction program and other charges (a)

—

0.08

Purchase accounting impacts - Linde AG (b)

—

191

199

162

170

0.35

0.36

Total adjustments

—

191

254

162

207

0.35

0.44

Adjusted amounts

$ 8,781

$ 8,112

$ 2,630

$ 2,438

$ 2,019

$ 1,880

$ 4.33

$ 3.95

(a)

2025 cost reduction program and other charges are primarily related to severance.

(b)

To adjust for purchase accounting impacts related to the merger.

Page 4/13

LINDE PLC AND SUBSIDIARIES

CONSOLIDATED STATEMENT OF INCOME

(UNAUDITED)

Quarter Ended March 31,

(Millions of dollars, except per share data)

2026

2025

Sales

$ 8,781

$ 8,112

Cost of sales

4,523

4,157

Selling, general and administrative

893

786

Depreciation and amortization

951

910

Research and development

Cost reduction program and other charges

—

Other income (expense) - net

Operating Profit

2,439

2,184

Interest expense - net

Net pension and OPEB cost (benefit), excluding service cost

(54 )

(56 )

Income Before Income Taxes and Equity Investments

2,431

2,180

Income taxes

571

511

Income Before Equity Investments

1,860

1,669

Income from equity investments

Income (Including Noncontrolling Interests)

1,900

1,707

Less: noncontrolling interests

(43 )

(34 )

Net Income – Linde plc

$ 1,857

$ 1,673

Per Share Data – Linde plc Shareholders

Basic earnings per share

$ 4.00

$ 3.53

Diluted earnings per share

$ 3.98

$ 3.51

Cash dividends per share

$ 1.60

$ 1.50

Weighted Average Shares Outstanding (000’s):

Basic shares outstanding (000’s)

464,051

473,303

Diluted shares outstanding (000’s)

466,319

476,262

Note: See page 9 for a reconciliation to adjusted amounts which are Non-GAAP.

Page 5/13

LINDE PLC AND SUBSIDIARIES CONDENSED

CONSOLIDATED BALANCE SHEET

(UNAUDITED)

(Millions of dollars)

March 31,

2026

December 31,

2025

Assets

Cash and cash equivalents

$ 3,959

$ 5,056

Accounts receivable - net

5,321

4,966

Contract assets

321

269

Inventories

2,079

2,055

Prepaid and other current assets

1,071

979

Total Current Assets

12,751

13,325

Property, plant and equipment - net

28,564

28,260

Goodwill

27,882

27,927

Other intangibles - net

11,673

11,871

Other long-term assets

5,445

5,434

Total Assets

$ 86,315

$ 86,817

Liabilities and Equity

Accounts payable

$ 2,659

$ 2,810

Short-term debt

4,822

4,510

Current portion of long-term debt

1,636

1,796

Contract liabilities

1,168

1,231

Other current liabilities

5,106

4,851

Total Current Liabilities

15,391

15,198

Long-term debt

19,859

20,683

Other long-term liabilities

10,973

11,195

Total Liabilities

$ 46,223

$ 47,076

Redeemable noncontrolling interests

Linde plc Shareholders’ Equity

Ordinary shares

Additional paid-in capital

39,177

39,430

Retained earnings

17,639

16,608

Accumulated other comprehensive income (loss)

(6,147 )

(6,233 )

Less: Treasury shares, at cost

(12,104 )

(11,561 )

Total Linde plc Shareholders’ Equity

38,566

38,245

Noncontrolling interests

1,513

1,483

Total Equity

$ 40,079

$ 39,728

Total Liabilities and Equity

$ 86,315

$ 86,817

Page 6/13

LINDE PLC AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(UNAUDITED)

Quarter Ended March 31,

(Millions of dollars)

2026

2025

Operations

Net income - Linde plc

$ 1,857

$ 1,673

Add: Noncontrolling interests

Net income (including noncontrolling interests)

1,900

1,707

Adjustments to reconcile net income to net cash provided by operating activities:

Cost reduction program and other charges (a)

(44 )

Depreciation and amortization

951

910

Accounts receivable

(361 )

(230 )

Contract assets and liabilities, net

(108 )

(65 )

Inventory

(48 )

Payables and accruals

(209 )

Pension contributions

(7 )

(5 )

Deferred income taxes and other

(78 )

Net cash provided by (used for) operating activities

2,240

2,161

Investing

Capital expenditures

(1,342 )

(1,270 )

Acquisitions, net of cash acquired

(153 )

(112 )

Divestitures, net of cash divested and asset sales

112

Other investing, net

(1 )

—

Net cash provided by (used for) investing activities

(1,384 )

(1,369 )

Financing

Debt increase (decrease) - net

(336 )

1,493

Issuances of ordinary shares

Purchases of ordinary shares

(807 )

(1,111 )

Cash dividends - Linde plc shareholders

(741 )

(708 )

Noncontrolling interest transactions and other

(87 )

(73 )

Net cash provided by (used for) financing activities

(1,968 )

(388 )

Effect of exchange rate changes on cash and cash equivalents

Change in cash and cash equivalents

(1,097 )

444

Cash and cash equivalents, beginning-of-period

5,056

4,850

Cash and cash equivalents, end-of-period

$ 3,959

$ 5,294

(a)

There were no cost reduction program and other charges for the three months ended March 31, 2026. 2025 charges were primarily related to severance. Related cash outflows were $44 million and $37 million for the three months ended March 31, 2026 and 2025, respectively.

Page 7/13

LINDE PLC AND SUBSIDIARIES

SEGMENT INFORMATION

(UNAUDITED)

Quarter Ended March 31,

(Millions of dollars)

2026

2025

Sales

Americas

$ 4,025

$ 3,666

EMEA

2,171

2,031

APAC

1,701

1,539

Engineering

517

565

Other

367

311

Total segment sales

$ 8,781

$ 8,112

Operating Profit

Americas

$ 1,272

$ 1,137

EMEA

784

722

APAC

477

451

Engineering

101

114

Other

(4 )

Segment operating profit

2,630

2,438

Cost reduction program and other charges

—

(55 )

Purchase accounting impacts - Linde AG

(191 )

(199 )

Total operating profit

$ 2,439

$ 2,184

Page 8/13

LINDE PLC AND SUBSIDIARIES

APPENDIX

NON-GAAP MEASURES AND RECONCILIATIONS

(UNAUDITED)

The following Non-GAAP measures are intended to supplement investors’ understanding of the company’s financial information by providing measures which investors, financial analysts and management use to help evaluate the company’s operating performance and liquidity. Items which the company does not believe to be indicative of on-going business trends are excluded from these calculations so that investors can better evaluate and analyze historical and future business trends on a consistent basis. Definitions of these Non-GAAP measures may not be comparable to similar definitions used by other companies and are not a substitute for similar GAAP measures.

2026

2025

(Millions of dollars)

Adjusted Operating Profit and Operating Margin

Reported operating profit

$ 2,439

$ 2,018

$ 2,367

$ 2,354

$ 2,184

Add: Cost reduction program and other charges

—

229

(11 )

—

Add: Purchase accounting impacts - Linde AG (c)

191

338

202

199

Total adjustments

191

567

191

202

254

Adjusted operating profit

$ 2,630

$ 2,585

$ 2,558

$ 2,556

$ 2,438

Reported percentage change

12 %

Adjusted percentage change

8 %

Reported sales

$ 8,781

$ 8,764

$ 8,615

$ 8,495

$ 8,112

Reported operating margin

27.8 %

23.0 %

27.5 %

27.7 %

26.9 %

Adjusted operating margin

30.0 %

29.5 %

29.7 %

30.1 %

Adjusted Depreciation and Amortization

Reported depreciation and amortization

$ 951

$ 950

$ 961

$ 942

$ 910

Less: Purchase accounting impacts - Linde AG (c)

(191 )

(186 )

(202 )

(198 )

(191 )

Adjusted depreciation and amortization

$ 760

$ 764

$ 759

$ 744

$ 719

Adjusted Other Income (Expense) - net

Reported other income (expense) - net

$ 63

$ (105 )

$ 14

$ 15

$ 18

Add: Purchase accounting impacts - Linde AG (c) (e)

—

(152 )

—

(4 )

(8 )

Adjusted other income (expense) - net

$ 63

$ 47

$ 14

$ 19

$ 26

Adjusted Net Pension and OPEB Cost (Benefit), Excluding Service Cost

Reported net pension and OPEB cost (benefit), excluding service cost

$ (54 )

$ (57 )

$ (59 )

$ (56 )

Add: Pension settlement charges

—

(2 )

—

Adjusted Net Pension and OPEB cost (benefit), excluding service costs

$ (54 )

$ (57 )

$ (59 )

$ (56 )

Adjusted Income Taxes (a)

Reported income taxes

$ 571

$ 481

$ 424

$ 573

$ 511

Add: Purchase accounting impacts - Linde AG (c)

155

Add: Cost reduction program and other charges

—

Total adjustments

145

156

Adjusted income taxes

$ 616

$ 626

$ 580

$ 619

$ 573

Page 9/13

2026

2025

(Millions of dollars)

Adjusted Effective Tax Rate (a)

Reported income before income taxes and equity investments

$ 2,431

$ 2,011

$ 2,360

$ 2,346

$ 2,180

Add: Pension settlement charge

—

Add: Purchase accounting impacts - Linde AG (c)

191

338

202

199

Add: Cost reduction program and other charges

—

229

(11 )

—

Total adjustments

191

567

193

202

254

Adjusted income before income taxes and equity investments

$ 2,622

$ 2,578

$ 2,553

$ 2,548

$ 2,434

Reported Income taxes

$ 571

$ 481

$ 424

$ 573

$ 511

Reported effective tax rate

23.5 %

23.9 %

18.0 %

24.4 %

23.4 %

Adjusted income taxes

$ 616

$ 626

$ 580

$ 619

$ 573

Adjusted effective tax rate

23.5 %

24.3 %

22.7 %

24.3 %

23.5 %

Income from Equity Investments

Reported income from equity investments

$ 40

$ 43

$ 36

$ 33

$ 38

Add: Purchase accounting impacts - Linde AG (c)

Add: Cost reduction program and other charges

—

Total adjustments

Adjusted income from equity investments

$ 59

$ 61

$ 60

$ 51

$ 56

Adjusted Noncontrolling Interests

Reported noncontrolling interests

$ (43 )

$ (40 )

$ (34 )

Add: Purchase accounting impacts - Linde AG (c)

(3 )

(2 )

(3 )

Adjusted noncontrolling interests

$ (46 )

$ (45 )

$ (46 )

$ (43 )

$ (37 )

Adjusted Net Income - Linde plc (b)

Reported net income

$ 1,857

$ 1,530

$ 1,929

$ 1,766

$ 1,673

Add: Pension settlement charge

—

Add: Cost reduction program and other charges

—

167

(6 )

—

Add: Purchase accounting impacts - Linde AG (c)

162

271

171

170

Total adjustments

162

438

171

207

Adjusted net income - Linde plc

$ 2,019

$ 1,968

$ 1,987

$ 1,937

$ 1,880

Adjusted Diluted EPS (b)

Reported diluted EPS

$ 3.98

$ 3.26

$ 4.09

$ 3.73

$ 3.51

Add: Cost reduction program and other charges

—

0.36

(0.01 )

—

0.08

Add: Purchase accounting impacts - Linde AG (c)

0.35

0.58

0.13

0.36

Total adjustments

0.35

0.94

0.12

0.36

0.44

Adjusted diluted EPS

$ 4.33

$ 4.20

$ 4.21

$ 4.09

$ 3.95

Reported percentage change

13 %

Adjusted percentage change

10 %

Second Quarter 2026

Full Year 2026

Adjusted Diluted EPS Guidance (d)

Low End

High End

Low End

High End

2026 Adjusted Guidance

$ 4.40

$ 4.50

$ 17.60

$ 17.90

Adjusted percentage changes versus 2025 adjusted diluted EPS

8 %

10 %

7 %

9 %

Add: Estimated currency headwind/(tailwind)

(1 )%

Adjusted percentage change excluding currency

7 %

9 %

6 %

8 %

Page 10/13

2026

2025

(Millions of dollars)

Adjusted EBITDA and % of Sales

Net Income - Linde plc

$ 1,857

$ 1,530

$ 1,929

$ 1,766

$ 1,673

Add: Noncontrolling interests

Add: Net pension and OPEB cost (benefit), excluding service cost

(54 )

(57 )

(59 )

(56 )

Add: Interest expense

Add: Income taxes

571

481

424

573

511

Add: Depreciation and amortization

951

950

961

942

910

EBITDA

3,430

3,011

3,364

3,329

3,132

Add: Cost reduction program and other charges

—

229

(5 )

—

Add: Purchase accounting impacts - Linde AG (c)

170

Total adjustments

399

Adjusted EBITDA

$ 3,449

$ 3,410

$ 3,377

$ 3,351

$ 3,213

Reported sales

$ 8,781

$ 8,764

$ 8,615

$ 8,495

$ 8,112

% of sales

EBITDA

39.1 %

34.4 %

39.0 %

39.2 %

38.6 %

Adjusted EBITDA as a % of Sales

39.3 %

38.9 %

39.2 %

39.4 %

39.6 %

(a) The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.

(b) Net of income taxes which are shown separately in “Adjusted Income Taxes and Effective Tax Rate”.

(c) The company believes that its non-GAAP measures excluding merger Purchase accounting impacts - Linde AG are useful to investors because: (i) the 2018 business combination was a merger of equals in an all-stock merger transaction, with no cash consideration, (ii) the company is managed on a geographic basis and the results of certain geographies are more heavily impacted by merger purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of merger purchasing accounting adjustments to each segment vary and are not comparable within the company and when compared to other companies in similar regions, (iii) business management is evaluated and variable compensation is determined based on results excluding merger purchase accounting impacts, and; (iv) it is important to investors and analysts to understand the purchase accounting impacts to the financial statements.

A summary of each of the adjustments made for Purchase accounting impacts - Linde AG are as follows:

Adjusted Operating Profit and Margin: The purchase accounting adjustments for the periods presented relate primarily to depreciation and amortization related to the fair value step up of fixed assets and intangible assets (primarily customer related) acquired in the merger and the allocation of fair value step-up for ongoing Linde AG asset disposals (reflected in Other Income/(Expense)).

Adjusted Interest Expense - Net: Relates to the amortization of the fair value of debt acquired in the merger.

Adjusted Income Taxes and Effective Tax Rate: Relates to the current and deferred income tax impact on the adjustments discussed above. The income tax expense (benefit) on the non-GAAP pre-tax adjustments was determined using the applicable tax rates for the jurisdictions that were utilized in calculating the GAAP income tax expense (benefit) and included both current and deferred income tax amounts.

Adjusted Income from Equity Investments: Represents the amortization of increased fair value on equity investments related to depreciable and amortizable assets.

Adjusted Noncontrolling Interests: Represents the noncontrolling interests’ ownership portion of the adjustments described above determined on an entity by entity basis.

(d) We are providing adjusted earnings per share (“EPS”) guidance for 2026. This is a non-GAAP financial measure that represents diluted earnings per share (a GAAP measure) but excludes the impact of certain items that we believe are not representative of our underlying business performance, such as cost reduction and other charges and the impact of other potentially significant items. Given the uncertainty of timing and magnitude of such items, we cannot provide a reconciliation of the differences between the non-GAAP adjusted EPS guidance and the corresponding GAAP EPS measure without unreasonable effort.

(e) Fourth quarter 2025 Adjusted other income (expense) - net includes a charge associated with Linde AG merger-related purchase accounting.

Page 11/13

LINDE PLC AND SUBSIDIARIES

APPENDIX

NON-GAAP MEASURES AND RECONCILIATIONS

(UNAUDITED)

2026

2025

(Millions of dollars)

Free Cash Flow (FCF) - Free cash flow is a measure used by investors, financial analysts and management to evaluate the ability of a company to pursue opportunities that enhance shareholder value. FCF equals cash flow from operations less capital expenditures.

Operating Cash Flow

$ 2,240

$ 3,030

$ 2,948

$ 2,211

$ 2,161

Less: Capital Expenditures

(1,342 )

(1,458 )

(1,276 )

(1,257 )

(1,270 )

Free Cash Flow

$ 898

$ 1,572

$ 1,672

$ 954

$ 891

Net Debt - Net debt is a financial liquidity metric used by investors, financial analysts and management to evaluate the ability of a company to repay its debt and is calculated as total debt (excluding purchase accounting impacts) less liquid assets.

Debt

$ 26,317

$ 26,989

$ 25,925

$ 25,920

$ 23,897

Less: Cash and cash equivalents

(3,959 )

(5,056 )

(4,509 )

(4,786 )

(5,294 )

Net debt

22,358

21,933

21,416

21,134

18,603

Less: Purchase accounting impacts - Linde AG

(3 )

(4 )

Adjusted net debt

$ 22,355

$ 21,930

$ 21,412

$ 21,130

$ 18,599

After-tax Return on Capital and Adjusted After-tax Return on Capital (ROC) - After-tax return on capital is a measure used by investors, financial analysts and management to evaluate the return on net assets employed in the business. ROC measures the after-tax operating profit that the company was able to generate with the investments made by all parties in the business (debt, noncontrolling interests and Linde plc shareholders’ equity).

Reported net income - Linde plc

$ 1,857

$ 1,530

$ 1,929

$ 1,766

$ 1,673

Add: noncontrolling interests

Add: interest expense - net

Less: tax benefit on interest expense - net *

(15 )

(16 )

(15 )

(16 )

(14 )

Reported NOPAT

$ 1,947

$ 1,621

$ 2,021

$ 1,857

$ 1,753

Adjusted net income - Linde plc

$ 2,019

$ 1,968

$ 1,987

$ 1,937

$ 1,880

Add: adjusted noncontrolling interests

Add: interest expense - net

Less: tax benefit on interest expense - net *

(15 )

(16 )

(15 )

(16 )

(14 )

Adjusted NOPAT

$ 2,112

$ 2,061

$ 2,082

$ 2,031

$ 1,963

*Tax benefit on interest expense - net is generally presented using the reported effective rate.

4-quarter trailing reported NOPAT

$ 7,446

$ 7,252

$ 7,440

$ 7,074

$ 6,970

4-quarter trailing adjusted NOPAT

$ 8,286

$ 8,137

$ 8,062

$ 7,968

$ 7,890

Page 12/13

2026

2025

(Millions of dollars)

Equity and redeemable noncontrolling interests:

Redeemable noncontrolling interests

$ 13

Linde plc shareholders’ equity

38,566

38,245

38,616

38,515

38,032

Noncontrolling interests

1,513

1,483

1,457

1,458

1,418

Total equity and redeemable noncontrolling interests

$ 40,092

$ 39,741

$ 40,086

$ 39,986

$ 39,463

Reported capital

$ 62,450

$ 61,674

$ 61,502

$ 61,120

$ 58,066

Total equity and redeemable noncontrolling interests

$ 40,092

$ 39,741

$ 40,086

$ 39,986

$ 39,463

Add: Adjusted net debt

22,355

21,930

21,412

21,130

18,599

Less: Linde AG Goodwill (a)

24,256

Less: Linde AG Indefinite lived intangibles (a)

1,868

Adjusted capital

$ 36,323

$ 35,547

$ 35,374

$ 34,992

$ 31,938

(a) Represent opening balance sheet purchase accounting impacts of non-amortizing assets related to the Linde AG merger.

Ending capital (see above)

$ 62,450

$ 61,674

$ 61,502

$ 61,120

$ 58,066

5-quarter average ending capital

$ 60,962

$ 59,725

$ 58,925

$ 57,914

$ 56,830

Ending adjusted capital (see above)

$ 36,323

$ 35,547

$ 35,374

$ 34,992

$ 31,938

5-quarter average ending adjusted capital

$ 34,835

$ 33,597

$ 32,797

$ 31,786

$ 30,701

After-tax ROC (4 quarter reported NOPAT / 5-quarter average ending capital)

12.2 %

12.1 %

12.6 %

12.2 %

12.3 %

Adjusted after-tax ROC (4 quarter trailing adjusted NOPAT / 5-quarter average ending adjusted capital)

23.8 %

24.2 %

24.6 %

25.1 %

25.7 %

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