What changed in this filing

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Item 7. Management’s Discussion and Analysis

2026-02-25 compared with 2025-02-26 · 130 added, 131 removed, 627 unchanged (29% of the section changed)

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2025 Year in review

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

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

Sales increased 2% from higher price attainment primarily in the Americas and EMEA segments.

Sales from volume were flat as growth from new project start-ups was offset by base volume declines.

Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, decreased sales by 1% with minimal impact on operating profit.

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

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

Sales from volumes were flat as base volume declines were largely offset by new project start-ups.

Currency translation and cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, were flat.

• Reported operating profit of $8,923 million was 3% above 2024 reported operating profit of $8,635 million.

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The increase in the reported and adjusted operating profit was primarily driven by higher pricing and savings from productivity initiatives in 2025.

These increases more than offset the adverse impacts of cost inflation and currency translation.*

These increases more than offset the adverse impacts of cost inflation.*

• Net income - Linde plc of $6,898 million and diluted earnings per share of $14.61 increased from $6,565 million and $13.62, respectively, in 2024.

Adjusted net income - Linde plc of $7,475 million and adjusted diluted earnings per share of $15.51 were 7% above 2023 adjusted amounts.*

Adjusted net income - Linde plc of $7,772 million and adjusted diluted earnings per share of $16.46 were 4% and 6%, respectively, above 2024 adjusted amounts.*

• Cash flow from operations of $10,350 million was $927 million above 2024.

The increase was driven by higher net income, partially offset by higher net working capital requirements, including lower inflows for contract liabilities from engineering customer advance payments and higher cash taxes.

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

Capital expenditures were $5,261 million;

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Adjusted Amounts (b)

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

Operating profit $ 10,137 $ 9,720 4 %

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Cost pass-through — %

Currency (1) %

Acquisitions/Divestitures 1 %

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2025 Compared With 2024

Linde sales were flat for the 2024 year versus 2023.

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

Cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers decreased 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.

Currency translation and cost pass-through, representing the contractual billing of energy cost variances primarily to onsite customers, were flat.

Cost of sales, exclusive of depreciation and amortization

Cost of sales, exclusive of depreciation and amortization, decreased $349 million, or 2%, for the year primarily due to lower cost pass-through and productivity gains, which more than offset cost inflation.

Cost of sales, exclusive of depreciation and amortization, increased $246 million, or 1%, for the year primarily due to cost inflation partially offset by productivity gains.

Cost of sales, exclusive of depreciation and amortization, was 51.2% and 51.9% of sales, in 2025 and 2024, respectively.

The decrease as a percentage of sales was primarily due to higher pricing and lower cost pass-through.

The decrease as a percentage of sales was primarily due to higher pricing and productivity gains.

Selling, general and administrative expenses

Selling, general and administrative expense ("SG&A") increased $42 million, or 1%, from $3,295 million in 2023 to $3,337 million in 2024 driven by higher costs.

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.

Selling, general and administrative expense ("SG&A") increased $96 million, or 3%, from $3,337 million in 2024 to $3,433 million in 2025.

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.

Depreciation and amortization

Reported depreciation and amortization expense decreased $36 million, or 1%, versus 2023.

The decrease is due to lower depreciation and amortization of assets acquired in the merger partially offset by the net impact of new project start ups.

On an adjusted basis, depreciation and amortization expense increased $32 million, or 1%, versus 2023.

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.

Reported depreciation and amortization expense decreased $17 million versus 2024.

The decrease was due to lower depreciation and amortization of assets acquired in the merger, partially offset by the net impact of new project start-ups.

On an adjusted basis, depreciation and amortization expense increased $129 million, or 5%, versus 2024, driven largely by new project start-ups.

Cost reduction program and other charges

Cost reduction program and other charge s were $145 million and $40 million for 2024 and 2023, respectively.

2024 includes severance charges of $165 million, other cost reduction charges of $23 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.

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.

2024 includes severance charges of $165 million, other charges of $23 million and other benefit of $43 million related to a divestiture.

On an adjusted basis, these charges have been excluded in both periods.

Other income (expense) - net

Reported other income (expense) - net was a benefit of $185 million in 2024 and expense of $41 million in 2023.

Reported other income (expense) - net was an expense of $58 million in 2025 and a benefit of $185 million in 2024.

In 2025, other expense included a charge of $164 million for 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 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.

Operating profit

On a reported basis, operating profit increased $288 million in 2025, or 3%.

The increase was primarily driven by higher pricing and savings from productivity initiatives, which more than offset the effects of cost inflation, cost reduction program and other charges and currency.

On an adjusted basis, which excludes the impacts of merger-related purchase accounting as well as cost reduction program and other charges, operating profit increased $650 million, or 7%, for 2024 versus 2023.

Operating profit growth was driven by higher pricing and productivity initiatives, which more than offset the effects of cost inflation and currency during 2024.

The increase was primarily driven by higher pricing and savings from productivity initiatives which more than offset the adverse impacts of cost inflation, and higher cost reduction program and other charges.

On an adjusted basis, which excludes the merger-related purchase accounting impacts as well as cost reduction program and other charges, operating profit increased $417 million, or 4%, for 2025 versus 2024.

Operating profit growth was driven by higher pricing and productivity initiatives, which more than offset the effects of cost inflation during 2025.

A discussion of operating profit by segment is included in the segment discussion that follows.

Interest expense - net

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.

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

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

Reported net pension and OPEB cost (benefit), excluding service cost were benefits of $229 million and $190 million in 2025 and 2024, respectively.

The increase was driven primarily by a higher expected return on assets and lower interest cost due to decrease in benefit obligations, partially offset by lower amortization of deferred gains year-over-year.

The increase primarily relates to lower interest cost due to lower benefit obligations and higher amortization of deferred gains year-over-year.

(see Note 16 to the consolidated financial statements).

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The reported effective tax rate ("ETR") for 2025 was 22.4% versus 23.4% in 2024.

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 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.

On an adjusted basis, the ETR for 2025 was 23.7% versus 23.4% in 2024.

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.

Income from equity investments

Reported income from equity investments for 2025 was $150 million as compared to $170 million in 2024.

On an adjusted basis, income from equity investments for 2024 was $242 million versus $239 million million in 2023.

On an adjusted basis, income from equity investments for 2025 was $228 million versus $242 million in 2024.

Noncontrolling interests

At December 31, 2025, noncontrolling interests consisted primarily of noncontrolling shareholders’ investments in APAC (primarily in China).

Reported noncontrolling interests increased $30 million, from $142 million in 2023 to $172 million in 2024 and included the impact of a divestiture in the APAC segment.

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

2024 noncontrolling interests income included the impact of a divestiture in the APAC segment.

Adjusted noncontrolling interests increased $3 million in 2025 as compared to 2024.

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Reported net income - Linde plc increased $333 million, or 5%.

On an adjusted basis, which excludes the impacts of purchase accounting and cost reduction program and other charges, net income - Linde plc increased $486 million, or 7%, in 2024 versus 2023.

On an adjusted basis, which excludes merger-related purchase accounting impacts and cost reduction program and other charges, net income - Linde plc increased $297 million, or 4%, in 2025 versus 2024.

On both a reported and adjusted basis, the increase was driven by higher operating profit.

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On an adjusted basis, diluted EPS of $16.46 in 2025 increased $0.95 versus 2024.

The increase on both a reported and adjusted basis is primarily due to higher net income - Linde plc and lower diluted shares outstanding.

The number of employees at December 31, 2024 was 65,289, a decrease of 2%, or 1,034 employees from 2023, driven primarily by the impact of cost reduction programs and a divestiture in APAC .

The increase on both a reported and adjusted basis was primarily due to higher net income - Linde plc and lower diluted shares outstanding.

The number of employees at December 31, 2025 was 65,177, a decrease of 112 employees from 2024, primarily driven by the impact of ongoing cost reduction programs partially offset by acquisitions.

Other Financial Data

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Adjusted EBITDA increased to $13,351 million for 2025 as compared to $12,819 million in 2024.

The increase in both periods was driven by higher operating profit versus prior year.

The increase on both a reported and adjusted basis was driven by higher net income - Linde plc versus prior year.

See the "Non-GAAP Financial Measures" section for definitions and reconciliations of these non-GAAP measures to reported GAAP amounts.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) for the year ended December 31, 2024 was a loss of $1,126 million that resulted primarily from currency translation adjustments of $1,632 million partially offset by gains related to change in funded status of retirement plans of $519 million.

The translation adjustments reflect the impact of translating local currency

foreign subsidiary financial statements to U.S.

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, British pound and the Chinese yuan.

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 7 to the consolidated financial statements for a summary of the currency translation adjustment component of accumulated other comprehensive income (loss) by segment.

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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.

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

Linde operates in jurisdictions that have, or are developing, laws and/or regulations to reduce or mitigate the adverse effects of greenhouse gas ("GHG") emissions and therefore faces a highly uncertain regulatory environment in this area.

Linde continues to evaluate ongoing regulatory changes and assess appropriate response.

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.

Linde anticipates continued growth in hydrogen sales due to increased focus on decarbonization projects.

Traditionally, 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 cap-and-trade regulations in jurisdictions including California and the European Union.

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 operates in jurisdictions that have, or are developing, laws and/or regulations to reduce or mitigate the adverse 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 other manufacturing and electricity-generating plants have been identified as sources of carbon dioxide emissions and are subject to carbon taxation or cap-and-trade regulations in jurisdictions including California, China, Singapore and the European 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 consequences of climate change, Linde actively monitors current developments, evaluates the direct and indirect business risks, and takes appropriate actions.

To manage business risks from current and potential GHG emission regulation as well as physical risks associated with climate change, Linde actively monitors emerging developments, evaluates the direct and indirect business risks, and takes appropriate actions.

Among others, actions include:

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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.

Linde continuously seeks opportunities to optimize energy use and GHG emissions through research and development in customer applications and operational energy efficiency, sourcing low-carbon source energy, and purchasing hydrogen as a chemical byproduct where feasible.

Linde tracks GHG emission performance versus targets and reports regularly to business management and annually to Linde's Board of Directors.

The Sustainability Committee is responsible for oversight of the Company's programs and policies related to environmental matters, including climate change, greenhouse gas reduction goals and decarbonization solutions, such as clean energy and carbon management.

At the same time, external factors may provide Linde with future business opportunities.

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 anticipates continued growth in clean hydrogen sales due to increased focus on decarbonization projects.

Other factors include governmental regulation of GHG and other emissions;

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and new technologies that help extract natural gas, improve air quality, increase energy efficiency and mitigate the impacts of climate change.

continues to develop new applications that can help customers lower emissions by reducing energy consumption and increasing product throughput.

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.

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can create a market for second-generation biofuels which use industrial gases such as oxygen, carbon dioxide, and hydrogen.

Linde continuously seeks opportunities to optimize energy use and reduce GHG emissions through research and development in customer applications and operational energy efficiency, sourcing low-carbon energy, and purchasing hydrogen as a chemical byproduct where feasible.

Linde tracks GHG emission performance versus targets and reports regularly to business management and the Sustainability Committee of Linde's Board of Directors.

The Sustainability

Committee is responsible for oversight of the company's programs and policies related to environmental matters, including climate change, greenhouse gas reduction goals and decarbonization and clean energy efforts.

Costs Relating to the Protection of the Environment

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Linde anticipates that future annual environmental protection expenditures will be similar to 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.

Legal Proceedings

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The funded status (pension benefit obligation ("PBO") less the fair value of plan assets) for the U.S.

plans was a surplus of $86 million and deficit of $137 million at December 31, 2024 and 2023, respectively.

plans was a surplus of $169 million and $86 million at December 31, 2025 and 2024, respectively.

The funded status for non-U.S.

plans was a surplus of $464 million and deficit of $207 million at December 31, 2024 and 2023, respectively.

plans was a surplus of $615 million and $464 million at December 31, 2025 and 2024, respectively.

During 2025, the U.S.

and non U.S plans derived a benefit from actuarial gains due to higher discount rate environment.

plans derived a benefit from plan asset performance and currency translation impacts, partially offset by actuarial losses due to discount rate environment.

Global pension contributions were $25 million in 2025, $35 million in 2024, and $46 million in 2023.

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Changes to these factors can impact the timing of discretionary contributions from year to year.

Estimated required contributions for 2025 are currently expected to be in the range of $25 million to $35 million.

Estimated required cash contributions for 2026 are currently expected to be in the range of $25 million to $35 million.

Linde assumes expected returns on plan assets for 2026 of 7.00% and 6.01% f or the U.S.

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Excluding the impact of any settlements, 2026 consolidated pension expense is expected to be a benefit of approximately $136 million.

Th e benefit derived from the expected return on assets assumption for Linde's most significant plans is anticipated to more than offset the expense from service and interest cost accruals and the higher amortization of deferred losses.

The benefit derived from the expected return on assets assumption for Linde's most significant plans is anticipated to more than offset the expense from service and interest cost accruals and the higher amortization of deferred losses.

Refer to the Critical Accounting Estimates section and Note 16 to the consolidated financial statements for a more detailed discussion of the company’s retirement benefits, including a description of the various retirement plans and the assumptions used in the calculation of net periodic benefit cost (benefit) and funded status.

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.

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.

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 property damage and business interruption at the group’s sites globally.

Currently, the company self retains up to $10 million per occurrence for vehicle liability and $5 million per occurrence for workers' compensation and general liability in the United States.

Linde has a captive insurance company that provides coverage for property damage resulting from fire, flood and other perils and business interruption up to $50 million per event, and $100 million, in the annual aggregate, of losses above local deductibles (ranging from $5 to $7.5 million per event) at the group'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.

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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%.

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

on operating profit.

Currency translation decreased sales by 1% driven primarily by the weakening of the Brazilian real and Mexican peso against the U.S.

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

Operating Profit

Operating profit in the Americas segment increased $306 million, or 7%, in 2024 versus 2023 driven primarily by higher pricing, continued productivity initiatives and a settlement gain with a supplier, which more than offset cost inflation.

Operating profit in the Americas segment increased $197 million, or 4%, in 2025 versus 2024 driven primarily by higher pricing and continued productivity initiatives, which more than offset cost inflation.

2024 included a settlement gain with a supplier.

(Dollar amounts in millions) Variance

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The EMEA segment includes Linde's industrial gases operations in approximately 50 European, Middle Eastern, and African countries including Germany, the U.K., France, Sweden and the Republic of South Africa.

EMEA segment sales decreased $190 million, or 2%, in 2024 versus 2023.

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

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

Currency translation increased sales by 3% driven primarily by the strengthening of the Euro and British pound against the U.S.

Higher price attainment increased sales by 2%.

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

Currency translation was flat.

Cost pass-through was flat.

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

Operating Profit

Operating Profit for the EMEA segment increased $275 million, or 10%, in 2025 versus 2024.

The increase was driven primarily by higher pricing and continued productivity initiatives, partially offset by cost inflation and lower volumes.

The increase was driven primarily by higher pricing, currency translation, and continued productivity initiatives, partially offset by lower volumes.

(Dollar amounts in millions) Variance

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The APAC segment includes Linde's industrial gases operations in approximately 15 Asian and South Pacific countries and regions including China, Australia, India and South Korea.

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.

Currency translation decreased sales by 2% driven primarily by the weakening of the Korean won and Chinese yuan against the U.S.

Cost pass-through increased sales by 1% with minimal impact on operating profit.

Pricing was flat.

Sales for the APAC segment were flat in 2025 versus 2024.

Acquisitions increased sales by 2%.

Volumes decreased sales by 1%.

Currency translation decreased sales by 1% primarily due to the weakening of the Australian dollar and Korean won against the U.S.

Cost pass-through and pricing were flat.

Operating Profit

Operating profit in the APAC segment increased $15 million, or 1%, in 2025 versus 2024.

The increase was primarily driven by volume including project start-ups and continued productivity initiatives which more than offset the impact of currency and cost inflation.

The increase was primarily driven by productivity initiatives and acquisitions, partially offset by cost inflation, lower volumes, and currency translation.

(Dollar amounts in millions) Variance

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Factors Contributing to Changes - Sales

Engineering segment sales increased $162 million, or 8%, in 2024 versus 2023 driven by project timing.

Engineering segment sales decreased $72 million, or 3%, in 2025 versus 2024 driven by project timing.

Currency translation increased sales by 3%, primarily due to the strengthening of the Euro against the U.S.

Operating profit

Engineering segment operating profit decreased $81 million, or 16%, in 2024 versus 2023 due to larger benefits in the prior year from higher margin on lawful wind down of projects subject to sanctions in Russia.

Engineering segment operating profit decreased $2 million, or 1%, in 2025 versus 2024, as declines driven by project timing were largely offset by currency translation impacts.

(Dollar amounts in millions) Variance

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which individually do not meet the quantitative thresholds for separate presentation.

Sales for Other decreased $32 million, or 2%, in 2024 versus 2023.

Underlying s ales decreased 2% in 2024 versus 2023 primarily due to lower volumes in global helium and LAMT.

The impact of currency translation was flat in 2024 versus 2023.

Sales for Other increased $61 million, or 5%, in 2025 versus 2024.

Underlying s ales increased 4% in 2025 versus 2024 primarily due to higher volumes in LAMT partially offset by helium.

Currency translation increased sales by 1% in 2025 versus 2024.

Operating profit

Operating profit in Other increased $19 million, or 44%, in 2024 versus 2023.

The increase was driven by insurance recovery for LAMT partially offset by higher costs due to helium.

Operating profit in Other decreased $68 million, or 110%, in 2025 versus 2024.

The decrease was driven by helium and an insurance recovery in 2024, partially offset by LAMT volumes and continued productivity initiatives .

The results of Linde’s non-U.S.

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British pound 4 % 0.76 0.78 0.74 0.80

Australian dollar 4 % 1.52 1.50 1.62 1.47

Brazilian real 4 % 5.59 5.37 5.47 6.18

Australian dollar 4 % 1.55 1.52 1.50 1.62

Mexican peso 3 % 19.17 18.22 18.01 20.83

Canadian dollar 3 % 1.37 1.35 1.44 1.32

Korean won 3 % 1,421 1,363 1,440 1,472

Canadian dollar 3 % 1.40 1.37 1.37 1.44

Indian rupee 2 % 87.13 83.67 89.88 85.61

South African rand 1 % 18.32 18.43 18.84 18.36

Swedish krona 1 % 9.79 10.57 9.21 11.07

Thailand bhat 1 % 35.24 34.78 34.09 34.14

South African rand 1 % 17.87 18.32 16.56 18.84

Swiss franc 1 % 0.83 0.88 0.79 0.91

LIQUIDITY, CAPITAL RESOURCES AND OTHER FINANCIAL DATA

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Divestitures, net of cash divested and asset sales 42 170

Other investing, net (90) —

Net cash provided by (used for) investing activities $ (5,721) $ (4,644)

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Cash Flows From Operations

Cash flows from operations was $9,423 million, an increase of $118 million from 2023.

The increase was primarily attributable to higher net income, which was partially offset by higher net working capital requirements, including lower inflows for contract liabilities from engineering customer advance payments, and higher cash taxes.

Cash flows from operations were $10,350 million, an increase of $927 million from 2024.

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

Net cash used for investing activities was $5,721 million in 2025 compared to $4,644 million in 2024.

The decrease was due to lower acquisition spend and higher proceeds from divestiture and asset sales, which more than offset higher capital expenditures.

The increase was primarily attributable to higher capital expenditures.

Capital expenditures in 2025 were $5,261 million, an increase of $764 million from 2024.

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This represents the total estimated capital cost of large plants under construction.

Acquisitions, net of cash acquired for 2024 were $317 million, a decrease of $636 million from 2023.

In 2024, acquisitions were primarily related to packaged gas businesses in the Americas.

Acquisitions in the prior year were $953 million related primarily to the acquisition of nexAir in the Americas (see Note 2 to the consolidated financial statements).

Acquisitions, net of cash acquired for 2025 were $412 million, an increase of $95 million from 2024.

In 2025, acquisitions were primarily related to the EMEA and APAC segments.

Acquisitions in the prior year were $317 million, primarily related to packaged gas businesses in the Americas (see Note 2 to the consolidated financial statements).

Divestitures, net of cash divested and asset sales in 2025 were $42 million compared with $170 million in 2024.

Divestiture proceeds in 2024 include $69 million in net proceeds for a divestiture in APAC and a settlement with a supplier in the Americas.

Divestiture proceeds in 2024 included $69 million in net proceeds for a divestiture in APAC and a settlement with a supplier in the Americas.

Other investing, net for 2025 was an outflow of $90 million and relates to the cash settlement of foreign exchange contracts designated in a net investment hedging relationship.

There were no cash settlements in 2024.

Linde’s financing strategy is to secure long-term committed funding by issuing public notes and debentures and commercial paper backed by a long-term bank credit agreement.

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Quantitative and Qualitative Disclosures About Market Risk).

Cash used for financing activities was $4,359 million in 2024 compared to $5,400 million in 2023.

Cash provided by debt was $3,167 million in 2024 versus $1,060 million in 2023, driven primarily by higher net debt issuances partially offset by lower commercial paper issuances in 2024.

In February 2024, Linde repaid €550 million of 1.20% notes that became due and issued €700 million of 3.00% notes due in 2028, €850 million of 3.20% notes due in 2031 and €700 million of 3.40% notes due in 2036.

In May 2024, Linde repaid €300 million of 1.875% notes that became due.

In June 2024, Linde issued €750 million of 3.375% notes due in 2030, €750 million of 3.500% notes due in 2034 and €700 million of 3.75% notes due in 2044.

In December 2024, Linde repaid $300 million of 4.800% notes that became due.

In February 2025, Linde issued €850 million o f 2.625% notes due in 2029, €750 million of 3.00% notes due in 2033 and €650 million of 3.25% notes due in 2037.

Linde redeemed $600 million of 4.70% notes that were due in 2025.

Cash used for financing activities was $4,554 million in 2025 as compared to $4,359 million in 2024.

Cash provided by debt was $2,911 million in 2025 versus $3,167 million in 2024, driven primarily by lower net debt issuances in 2025 partially offset by higher commercial paper issuances.

For the twelve months ended December 31, 2025, Linde issued €4,000 million Euro-denominated notes and CHF500 million Swiss-franc denominated notes, and redeemed or repaid $1,000 million U.S.

dollar-denominated notes and €1,000 million Euro denominated notes (see Note 11).

Net purchases of ordinary shares were $4,578 million in 2025 versus $4,451 million in 2024.

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Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Cash dividends increased to $2,655 million in 2024 versus $2,482 million in 2023 driven primarily by a 9% increase in dividends per share to $5.56 per share from $5.10 per share, partially offset by lower shares outstanding.

Cash used for Noncontrolling interest transactions and other was $420 million for the year ended December 31, 2024 versus cash used of $53 million for the respective 2023 period, primarily driven by financing related derivative outflows.

Linde’s total net debt outstanding at December 31, 2024 was $16,773 million, $2,064 million higher than $14,709 million at December 31, 2023.

Cash dividends increased to $2,811 million in 2025 versus $2,655 million in 2024 driven primarily by an 8% increase in dividends per share to $6.00 per share from $5.56 per share, partially offset by lower shares outstanding.

Cash used for Noncontrolling interest transactions and other was $76 million for the year ended December 31, 2025 versus cash used of $420 million for the respective 2024 period, driven primarily by cash inflows from financing related derivatives and the collection of notes receivable from the sale of the Company's GIST business (see Note 7).

Linde’s total net debt outstanding at December 31, 2025 was $21,933 million, $5,160 million higher than $16,773 million at December 31, 2024, and included higher foreign currency translation impacts of approximately $2,400 million.

The December 31, 2025 net debt balance includes $26,388 million in public securities, and $601 million representing primarily worldwide bank borrowings, net of $5,056 million of cash.

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At December 31, 2025, Linde's credit ratings as reported by Standard & Poor’s and Moody’s were A-1 and P-1 for short-term debt, respectively, and A and A2 for long-term debt, respectively.

The company maintains a $5 billion and a $1.5 billion unsecured and undrawn revolving credit agreements with no associated financial covenants.

The company maintains a $5 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 December 31, 2025.

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The expected long-term rate of return on the U.S.

plan assets is estimated based on the plans' investment strategy and asset allocation, historical capita l market performance and, to a lesser extent, historical plan performance.

plan assets is estimated based on the plans' investment strategy and asset allocation, historical capital market performance and, to a lesser extent, historical plan performance.

A 0.50% change in these expected long-term rates of return, with all other assumptions held constant, would change Linde’s pension expense by approximately $45 million.

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As a result, changes in the fair value of assets from year to year are not immediately reflected in the company’s annual pension expense.

Instead, annual pension expense in future periods will be impacted as deferred investment gains or losses are r ecognized in the market-related value of assets over the five-year period.

Instead, annual pension expense in future periods will be impacted as deferred investment gains or losses are recognized in the market-related value of assets over the five-year period.

The consolidated market-related value of assets was $9,245 million, or $334 million higher than the fair value of assets of $8,911 million at December 31, 2025.

These net deferred investment losses of $713 million wil l be recognized in the calculation of the market-related value of assets ratably over the next four years and will impact future pension expense.

These net deferred investment losses of $334 million will be recognized in the calculation of the market-related value of assets ratably over the next four years and will impact future pension expense.

Future actual investment gains or losses will impact the market-related value of assets and, therefore, will impact future annual pension expense in a similar manner.

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plans are based on market yields for high-quality fixed income investments representing the approximate duration of the pension liabilities on the measurement date.

Refer to Note 16 to the consolidated financial stat ements for a summary of the discount rates used to calculate plan liabilities and benefit costs, and to the Retirement Benefits section of the Consolidated Results and Other Information section of this MD&A for a further discussion of 2024 benefit costs.

Refer to Note 16 to the consolidated financial statements for a summary of the discount rates used to calculate plan liabilities and benefit costs, and to the Retirement Benefits section of the Consolidated Results and Other Information section of this MD&A for a further discussion of 2025 benefit costs.

A 0.50% reduction in discount rates, with all other variables held constant, would increase Linde’s pension expense by approximately $3 million, whereas a 0.50% increase in discount rates would result in a decrease of $4 million.

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Alternatively, the asset group may be a collection of distribution related assets (cylinders, distribution centers, and stores) or be a pipeline complex which includes multiple interdependent plants and related assets connected by pipelines within a geographic area used to support the same distribution methods.

As a result of the Russia-Ukraine conflict, Linde deconsolidated its Russian gas and engineering business entities as of June 30, 2022.

See Note 3 to the consolidated financial statements.

At December 31, 2025, Linde had deferred tax assets of $1,284 million (net of valuation allowances of $151 million), and deferred tax liabilities of $6,417 million.

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Reported other income (expense) - net $ (58) $ 185

Purchase accounting impacts - Linde AG (c) (17) (15)

Purchase accounting impacts - Linde AG (c) (d) (164) (17)

Adjusted other income (expense) - net $ 106 $ 202

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Purchase accounting impacts - Linde AG (c) 72 72

Cost reduction program and other charges 6 —

Total adjustments 78 72

Adjusted income from equity investments $ 228 $ 242

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Adjusted net income - Linde plc $ 7,772 $ 7,475

Adjusted Diluted EPS (b)

Reported diluted EPS $ 13.62 $ 12.59

(Dollar amounts in millions, except per share data)

Year Ended December 31, 2025 2024

Adjusted Diluted EPS (b)

Reported diluted EPS $ 14.61 $ 13.62

Pension settlement charge — 0.02

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(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 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 purchase accounting than others, causing results that are not comparable at the reportable segment level, therefore, the impacts of 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 purchase accounting impacts, and;

(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.

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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.

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:

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

(d) 2025 Adjusted other income (expense) - net excludes a charge of $150 million associated with Linde AG merger-related purchase accounting impacts.

Net Debt and Adjusted Net Debt

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and Linde Finance notes, and Linde GmbH and Linde Inc., respectively, provided upstream guarantees of Linde plc’s downstream guarantees.

Linde plc has filed a base prospectus with the Luxembourg Stock Exchange, as supplemented, for a €15.0 billion debt issuance program, under which Linde plc may offer debt securities.

and Linde GmbH have provided to Linde plc upstream guarantees in relation to debt securities of Linde plc offered under the European debt program.

Linde plc established a European debt issuance program on May 11, 2020, and filed a base prospectus with the Luxembourg Stock Exchange as subsequently updated on May 8, 2025 and supplemented by the first supplement on August 21, 2025 and the second supplement on October 31, 2025, for a €20.0 billion debt issuance program (or the equivalent in other currencies), under which Linde plc may offer debt securities.

and Linde GmbH have provided to Linde plc upstream guarantees in relation to debt securities of Linde plc offered under the European debt issuance program, as confirmed to the current program amount.

Under the European debt issuance program, Linde plc may issue unsecured notes with such terms, including currency, interest rate and maturity, as agreed by Linde plc and the purchasers of such notes at the time of sale and as set out in the final terms for the relevant issue of notes.

European debt issuance program will be valid for a period of one year from May 8, 2025, after which it will require updating prior to any further issuance of notes.

For further information about the guarantees of the debt securities registered under the Registration Statement (including the ranking of such guarantees, limitations on enforceability of such guarantees and the circumstances under which such guarantees may be released), see “Description of Debt Securities – Guarantees” and “Description of Debt Securities – Ranking” in the Registration Statement, which subsections are incorporated herein by reference.

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(Millions of dollars)

Statement of Income Data Twelve Months Ended December 31, 2024 Twelve Months Ended December 31, 2023

Statement of Income Data

Year Ended December 31, 2025 2024

Sales $ 8,844 $ 7,995

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 7. Management’s Discussion and Analysis