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Item 9A. Controls and Procedures

2026-02-25 compared with 2025-02-26 · 39 added, 30 removed, 269 unchanged (20% of the section changed)

1 unchanged sentence

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

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

such disclosure controls and procedures are effective in ensuring that information required to be disclosed by Linde in reports that it files or submits under the Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and accumulated and communicated to management including Linde’s principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control Over Financial Reporting

45 unchanged sentences

Information required by this item is incorporated herein by reference to the section captioned “Audit Matters” in Linde’s Proxy Statement.

EXHIBITS, FINANCIAL STATEMENT SCHEDULES

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) The following documents are filed as part of this report:

38 unchanged sentences

001-38730, and incorporated herein by reference).

4.05 Supplemental Indenture, dated as of September 3, 2019, among Linde plc, Praxair, Inc., Linde AG and U.S.

Bank National Association, as trustee (Filed as Exhibit 4.2 to the Linde plc Form 8-K dated September 6, 2019, Filing No.

1-38730, and incorporated herein by reference).

4.06 Guarantee and Negative Pledge of Linde plc dated May 11, 2020 (Filed as Exhibit 4.3 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and is incorporated herein by reference).

4.07 Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 (filed as Exhibit 4.4 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No.

001-38730, and is incorporated hereby by reference)

4.08 Upstream Guarantee to Linde plc provided by Linde Inc.

dated May 11, 2020 (filed as Exhibit 4.5 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No.

001-38730, and is incorporated hereby by reference)

4.09 Form of Indenture for Debt Securities between Linde Inc., as issuer, and The Bank of New York Mellon Trust Company, N.A., as trustee (including form of debt securities and related guarantees) (Filed as Exhibit 4.3 to the Linde plc Form S-3 dated May 3, 2023, Filing No.001-38730, and incorporated herein by reference).

11 unchanged sentences

001-38730, and incorporated herein by reference).

4.09 Supplemental Indenture, dated as of September 3, 2019, among Linde plc, Praxair, Inc., Linde AG and U.S.

Bank National Association, as trustee (Filed as Exhibit 4.2 to the Linde plc Form 8-K dated September 6, 2019, Filing No.

1-38730, and incorporated herein by reference).

4.10 Guarantee and Negative Pledge of Linde plc dated May 11, 2020 (Filed as Exhibit 4.3 to the Linde plc Form 8-K dated May 26, 2020, Filing No.1-38730, and is incorporated herein by reference).

4.11 Upstream Guarantee to Linde plc provided by Linde GmbH dated May 11, 2020 (filed as Exhibit 4.4 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No.

001-38730, and is incorporated hereby by reference)

4.12 Upstream Guarantee to Linde plc provided by Linde Inc.

dated May 11, 2020 (filed as Exhibit 4.5 to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No.

001-38730, and is incorporated hereby by reference)

4.13 Amended and Restated Fiscal Agency Agreement, dated May 4, 2023, among Linde plc, as Issuer, and Deutsche Bank Aktiengesellschaft, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.6 to the Linde plc Form 8-K, dated June 12, 2023, Filing No.

9 unchanged sentences

1-38730, and incorporated herein by reference.)

4.18 Confirmation of Upstream Guarantee to Linde plc provided by Linde GmbH dated May 17, 2024 (Filed as Exhibit 4.7 to the Linde plc Form 8-K, dated June 4, 2024, Filing No.

1-38730, and incorporated herein by reference.)

4.19 Confirmation of Upstream Guarantee to Linde plc provided by Linde Inc.

dated May 8, 2024 (Filed as Exhibit 4.8 to the Linde plc Form 8-K, dated June 4, 2024, Filing No.

1-38730, and incorporated herein by reference.)

4.18 Amended and Restated Dealer Agreement, dated May 8, 2025, among Linde plc, as Issuer and Citigroup Global Markets Limited, as Arranger and Dealer and the other Dealers party thereto (filed as Exhibit 1.1 to Linde plc’s Current Report on Form 8-K dated June 5, 2025, Filing No.

001-38730, and is incorporated herein by reference)

4.19 Fiscal Agency Agreement, dated May 8, 2025, among Linde plc, as Issuer, and Citibank, N.A., London Branch, as Fiscal Agent and Paying Agent (Filed as Exhibit 4.2 to the Linde plc Current Report on Form 8-K dated June 5, 2025, and incorporated herein by reference.)

4.20 Confirmation of Upstream Guarantee to Linde plc provided by Linde GmbH, dated June 4, 2025 (filed as Exhibit 4.6 to Linde plc’s Current Report on Form 8-K dated June 5, 2025, Filing No.

001-38730, and is incorporated herein by reference)

4.21 Confirmation of Upstream Guarantee to Linde plc provided by Linde Inc., dated June 4, 2025 (filed as Exhibit 4.7 to Linde plc’s Current Report on Form 8-K dated June 5, 2025, Filing No.

001-38730, and is incorporated herein by reference)

4.22 Swiss Agency Agreement, dated June 3, 2025, among Linde plc, as Issuer, and UBS AG, as Paying Agent (Filed as Exhibit 4.3 to the Linde plc Current Report on Form 8-K dated June 5, 2025, and incorporated herein by reference.)

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

3 unchanged sentences

1-38730, and incorporated herein by reference)

10.02 364-Day Credit Agreement, dated as of December 4 , 202 4 , among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent (Filed as Exhibit 10.1 to Linde ' s current report on Form 8-K, dated December 4 , 202 4 , Filing No.

1-38730, and incorporated herein by reference) .

10.02 364-Day Credit Agreement, dated as of December 3, 2025, among Linde plc, the Subsidiary Borrowers, certain Subsidiary Guarantors, the lenders party thereto and Bank of America, N.A., as Administrative Agent.

(filed as Exhibit 10.1 to Linde plc’s current report on Form 8-K, dated December 5, 2025,Filing No.

001-38730, and is incorporated herein by reference) .

*10.03 2021 Linde plc Long Term Incentive Plan, Effective as of July 26, 2021 (Filed as Exhibit 10.01 to Linde plc’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2021, Filing No.

8 unchanged sentences

1-38730, and incorporated herein by reference).

*10.03e First Amendment to the 2021 Linde plc Long Term Incentive Plan effective January 29, 2024 and dated March 21, 2024, filed herewith.

*10.03e First Amendment to the 2021 Linde plc Long Term Incentive Plan effective January 29, 2024, and dated March 21, 2024, filed as Exhibit 10.03e to Linde’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Filing No.

1-38730, and incorporated herein by reference.

*10.04 Linde plc Annual Variable Compensation Plan effective January 1, 2019 (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on January 25, 2019, File No.

105 unchanged sentences

*10.14 Retirement Agreement and General Release between Linde Inc.

Panikar, dated as of November 19, 2024, filed herewith.

Panikar, dated as of November 19, 2024, filed as Exhibit 10.14 to Linde’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Filing No.

1-38730, and incorporated herein by reference.

*10.15 Form of Linde plc Director Indemnification Agreement (Filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed on October 31, 2018, File No.

333-218485, and incorporated herein by reference).

*10.16 Linde plc Non-employee Director Deferral Program, adopted by the Board of Directors on July 30, 2024, filed herewith.

19.01 Linde plc Insider Trading Policy, Effective October 23, 2024, filed herewith.

*10.16 Linde plc Non-employee Director Deferral Program, adopted by the Board of Directors on July 30, 2024, filed as Exhibit 10.16 to Linde’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Filing No.

1-38730, and incorporated herein by reference.

19.01 Linde plc Insider Trading Policy, Effective October 23, 2024, filed as Exhibit 19.01 to Linde’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, Filing No.

1-38730, and incorporated herein by reference.

21.01 Subsidiaries of Linde plc, filed herewith.

24 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on February 25, 2026.

/s/ STEPHEN F.

ANGEL /s/ SANJIV LAMBA /s/ MATTHEW J.

Chief Executive Officer and Director

/s/ SANJIV LAMBA /s/ MATTHEW J.

WHITE /s/ PROF.

ANN-KRISTIN ACHLIETNER

Chairman and Chief Executive Officer

Chief Financial Officer

ANN-KRISTIN ACHLIETNER /s/ ROBERT L.

THOMAS ENDERS

Ann-Kristin Achleitner

/s/ ROBERT L.

THOMAS ENDERS /s/ JOSEF KAESER

Thomas Enders

/s/ JOSEF KAESER /s/ DR.

VICTORIA OSSADNIK /s/ ALBERTO WEISSER

VICTORIA OSSADNIK /s/ ALBERTO WEISSER /s/ PAULA REYNOLDS

Victoria Ossadnik

Alberto Weisser

/s/ PAULA REYNOLDS /s/ HUGH GRANT

Paula Reynolds

/s/ HUGH GRANT

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 9A. Controls and Procedures