Linde LIN · USD

SEGMENT INFORMATIONLinde’s operations consist of two major product lines: industrial gases and engineering. As further described in the following paragraph, Linde’s industrial gases operations are managed on a geographic basis, which represent three of the company's reportable segments - Americas, EMEA (Europe/Middle East/Africa), and APAC (Asia/South Pacific); a fourth reportable segment, which represents the company's Engineering business, designs and manufactures equipment for air separation and other industrial gas applications specifically for end customers and is managed on a worldwide basis operating in all three geographic segments. Other consists of corporate costs and a few smaller businesses, which individually do not meet the quantitative thresholds for separate presentation. The industrial gases product line centers on the manufacturing and distribution of atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (hydrogen, helium, carbon dioxide, carbon monoxide, electronic gases, specialty gases, acetylene). Many of these products are co-products of the same manufacturing process. Linde manufactures and distributes nearly all of its products and manages its customer relationships on a regional basis. Linde’s industrial gases are distributed to various end-markets within a regional segment through one of three basic distribution methods: on-site or tonnage; merchant or bulk; and packaged or cylinder gases. The distribution methods are generally integrated in order to best meet the customer’s needs and very few of its products can be economically transported outside of a region. Therefore, the distribution economics are specific to the various geographies in which the company operates and are consistent with how management assesses performance.The CODM consists of the CEO, COO, CFO and senior or executive vice president of each respective segment. The company’s measure of profit/loss for segment reporting is segment operating profit. Segment operating profit is defined as operating profit excluding purchase accounting impacts of the Linde AG merger, cost reduction and other charges, and items not indicative of ongoing business trends. The CODM uses operating profit to assess overall segment performance, which includes monitoring opportunities for growth and to make capital decisions across the respective segments, while assessing both industry and macroeconomic conditions.

REVENUE RECOGNITIONRevenue is accounted for in accordance with ASC 606. Revenue is recognized as control of goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled to receive in exchange for the goods or services.Contracts with CustomersLinde serves a diverse group of industries including healthcare, chemicals and energy, manufacturing, metals and mining, food and beverage, and electronics.Industrial GasesWithin each of the company’s geographic segments for industrial gases, there are three basic distribution methods: (i) on-site or tonnage; (ii) merchant or bulk liquid; and (iii) packaged or cylinder gases. The distribution method used by Linde to supply a customer is determined by many factors, including the customer’s volume requirements and location. The distribution method generally determines the contract terms with the customer and, accordingly, the revenue recognition accounting practices. Linde's primary products in its industrial gases business are atmospheric gases (oxygen, nitrogen, argon, rare gases) and process gases (hydrogen, helium, carbon dioxide, carbon monoxide, electronic gases, specialty gases, acetylene). These products are generally sold through one of the three distribution methods.Following is a description of each of the three industrial gases distribution methods and the respective revenue recognition policies: On-site. Customers that require the largest volumes of product and that have a relatively constant demand pattern are supplied by cryogenic and process gas on-site plants. Linde constructs plants on or adjacent to these customers’ sites and supplies the product directly to customers by pipeline. Where there are large concentrations of customers, a single pipeline may be connected to several plants and customers. On-site product supply contracts generally are total requirement contracts with terms typically ranging from 10-20 years and contain minimum purchase requirements and price escalation provisions. Many of the cryogenic on-site plants also produce liquid products for the merchant market. Therefore, plants are typically not dedicated to a single customer. Additionally, Linde is responsible for the design, construction, operations and maintenance of the plants and our customers typically have no involvement in these activities. Advanced air separation processes also allow on-site delivery to customers with smaller volume requirements.

COMMITMENTS AND CONTINGENCIESThe company accrues non income-tax liabilities for contingencies when management believes that a loss is probable and the amounts can be reasonably estimated, while contingent gains are recognized only when realized or realizable. In the event any losses are sustained in excess of accruals, they will be charged against income at that time. Attorney fees are recorded as incurred. Commitments represent obligations, such as those for future purchases of goods or services, that are not yet recorded on the company’s balance sheet as liabilities. The company records liabilities for commitments when incurred (i.e., when the goods or services are received).Contingent LiabilitiesLinde is subject to various lawsuits and government investigations that arise from time to time in the ordinary course of business. These actions are based upon alleged environmental, tax, antitrust and personal injury claims, among others. Linde has strong defenses in these cases and intends to defend itself vigorously. It is possible that the company may incur losses in connection with some of these actions in excess of accrued liabilities. Management does not anticipate that in the aggregate such losses would have a material adverse effect on the company’s consolidated financial position or liquidity; however, it is possible that the final outcomes could have a significant impact on the company’s reported results of operations in any given period.Significant matters are:•During 2009, the Brazilian government published Law 11941/2009 instituting a new voluntary amnesty program (“Refis Program”) which allowed Brazilian companies to settle certain federal tax disputes at reduced amounts. During 2009, the company decided that it was economically beneficial to settle many of its outstanding federal tax disputes and such disputes were enrolled in the Refis Program, subject to final calculation and review by the Brazilian federal government. The company recorded estimated liabilities based on the terms of the Refis Program. Since 2009, Linde has been unable to reach final agreement on the calculations and initiated litigation against the government in an attempt to resolve certain items. Open issues relate to the following matters: (i) application of cash deposits and net operating loss carryforwards to satisfy obligations and (ii) the amount of tax reductions available under the Refis Program.

DEBTThe following is a summary of Linde’s outstanding debt at December 31, 2025 and 2024:(Millions of dollars)December 31,20252024SHORT-TERMCommercial paper$4,226 $3,964 Other bank borrowings (primarily non U.S.)284 259 Total short-term debt4,510 4,223 LONG-TERM (a)(U.S. dollar denominated unless otherwise noted)4.700% Notes due 2025 (d)— 599 2.65% Notes due 2025 (d)— 400 3.625% Euro denominated notes due 2025 (f)— 517 1.625% Euro denominated notes due 2025 (h)— 517 0.00% Euro denominated notes due 2026822 726 3.20% Notes due 2026725 725 3.434% Notes due 2026200 199 1.652% Euro denominated notes due 202795 84 0.250% Euro denominated notes due 2027880 776 1.00% Euro denominated notes due 2027589 519 2.271% Euro denominated notes due 2027 (g)705 — 1.00% Euro denominated notes due 2028 (b) 854 742 3.00% Euro denominated notes due 2028820 722 3.375% Euro denominated notes due 2029878 773 2.625% Euro denominated notes due 2029 (c)994 — 0.6150% Swiss franc denominated notes due 2029 (e)283 — 1.10% Notes due 2030698 697 1.90% Euro denominated notes due 2030120 106 3.375% Euro denominated notes due 2030877 772 1.375% Euro denominated notes due 2031884 779 3.20% Euro denominated notes due 2031997 878 0.550% Euro denominated notes due 2032877 772 3.125% Euro denominated notes due 2032 (g)759 — 0.375% Euro denominated notes due 2033582 512 3.00% Euro denominated notes due 2033 (c)877 — 1.0629% Swiss franc denominated notes due 2033 (e)346 — 3.625% Euro denominated notes due 2034760 670 3.50% Euro denominated notes due 2034874 769 1.625% Euro denominated notes due 2035934 822 3.40% Euro denominated notes due 2036816 718 3.250% Euro denominated notes due 2037 (c)756 — 3.750% Euro denominated notes due 2038 (g)582 — 3.55% Notes due 2042666 666 3.75% Euro denominated notes due 2044810 712 2.00% Notes due 2050297 297 1.00% Euro denominated notes due 2051805 707 Non U.S. borrowings307 214 Other10 10 22,479 17,400 Less: current portion of long-term debt(1,796)(2,057)Total long-term debt20,683 15,343 Total debt$26,989 $21,623 (a)Amounts are net of unamortized discounts, premiums and/or debt issuance costs as applicable. (b)December 31, 2025 and December 31, 2024 included a cumulative $25 million and $32 million adjustment to carrying value, respectively, related to hedge accounting of interest rate swaps, including related terminations. Refer to Note 12.(c)In February 2025, Linde issued €850 million of 2.625% notes due in 2029, €750 million of 3.

INCOME TAXESPre-tax income applicable to U.S. and non-U.S. operations is as follows: (Millions of dollars)Year Ended December 31,202520242023United States$2,934 $2,717 $2,859 Non-U.S. 5,963 5,852 5,129 Total income before income taxes$8,897 $8,569 $7,988 Provision for Income TaxesThe following is an analysis of the provision for income taxes: (Millions of dollars)Year Ended December 31,202520242023Current tax expense (benefit)U.S. federal$475 $436 $260 State and local114 106 116 Non-U.S.1,865 1,602 1,522 2,454 2,144 1,898 Deferred tax expense (benefit)U.S. federal46 3 57 State and local(15)11 5 Non-U.S.(496)(156)(146)(465)(142)(84)Total income taxes$1,989 $2,002 $1,814 Effective Tax Rate ReconciliationLinde plc is not subject to tax in Ireland, its country of incorporation. For purposes of the effective tax rate reconciliation, the company utilizes the U.S. statutory income tax rate of 21%. An analysis of the difference between the provision for income taxes and the amount computed by applying the U.S. statutory income tax rate to pre-tax income follows: (Dollar amounts in millions)Year Ended December 31,202520242023U.S. Federal statutory income tax$1,868 21.0 %$1,800 21.0 %$1,677 21.0 %State and local income taxes, net of Federal income tax effect (a)88 1.0 %102 1.2 %105 1.3 %Foreign tax effectsGermanyChanges in tax laws or rates(158)(1.8)%— — %— — %Other60 0.7 %49 0.6 %60 0.8 %Other foreign jurisdictions201 2.2 %172 2.0 %148 1.9 %Share-based compensation(60)(0.7)%(63)(0.7)%(63)(0.8)%Tax credits(42)(0.5)%(45)(0.5)%(20)(0.3)%Changes in unrecognized tax benefits10 0.2 %2 — %(54)(0.7)%Other adjustments22 0.3 %(15)(0.2)%(39)(0.5)%Provision for income taxes$1,989 22.4 %$2,002 23.4 %$1,814 22.7 %(a) In 2025, 2024, and 2023, state taxes in California, Illinois, Indiana, New Jersey, Michigan, Pennsylvania, Texas, Florida, Minnesota, and Oregon made up the majority (greater than 50 percent) of the tax effect in this category.Income Taxes PaidIncome taxes paid by federal, state/local, and foreign:(Millions of dollars) Year Ended December 31,202520242023U.S. Federal$544 $503 $483 State and local100 106 121 Non-U.S.

SHARE-BASED COMPENSATIONShare-based compensation expense was $164 million in 2025 ($160 million and $141 million in 2024 and 2023, respectively). The related income tax benefit recognized was $85 million in 2025 ($88 million in 2024 and 2023). The expense was primarily recorded in selling, general and administrative expenses and no share-based compensation expense was capitalized.Summary of Plans The 2021 Linde plc Long Term Incentive Plan (the “2021 Plan") was adopted by the Board of Directors and shareholders of Linde plc on July 26, 2021. The 2021 Plan permits awards of stock options, stock appreciation rights, restricted stock and restricted stock units, performance-based stock units and other equity awards to eligible officer and non-officer employees and non-employee directors of the company and its affiliates. As of December 31, 2025, 6,496,096 shares remained available for equity grants under the 2021 Plan, of which 1,875,605 shares may be granted as awards other than options or stock appreciation rights.Exercise prices for options granted under the 2021 Plan may not be less than the closing market price of the company’s ordinary shares on the date of grant and granted options may not be re-priced or exchanged without shareholder approval. Options granted under the 2021 Plan subject only to time vesting requirements may become partially exercisable after a minimum of one year after the date of grant but may not become fully exercisable until at least three years have elapsed from the date of grant, and all options have a maximum duration of ten years. In order to satisfy option exercises and other equity grants, the company may issue authorized but previously unissued shares or it may issue treasury shares. Stock Option Fair ValueThe company utilizes the Black-Scholes Options-Pricing Model to determine the fair value of stock options consistent with that used in prior years. Management is required to make certain assumptions with respect to selected model inputs, including anticipated changes in the underlying stock price (i.e., expected volatility) and option exercise activity (i.e., expected life). Expected volatility is based on the historical volatility of the company’s stock over the most recent period commensurate with the estimated expected life of the company’s stock options and other factors.

LEASESIn the normal course of its business, Linde enters into various leases as the lessee, primarily involving manufacturing and distribution equipment and office space. Linde determines whether a contract is or contains a lease at contract inception. Total lease and rental expenses related to operating lease right of use assets for the twelve months ended December 31, 2025, 2024 and 2023 were $311 million, $303 million and $284 million, respectively. Operating lease costs are included in selling, general and administrative expenses and cost of sales, exclusive of depreciation and amortization. The related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, respectively. Total lease and rental expenses related to finance lease right of use assets for the twelve months ended December 31, 2025, 2024 and 2023 were $74 million, $70 million and $58 million, respectively, and the costs are included in depreciation and amortization and interest. Related assets and obligations are included in other long-term assets and other current liabilities and other long-term liabilities, respectively. Linde includes renewal options that are reasonably certain to be exercised as part of the lease term. Operating and financing lease expenses above include short term and variable lease costs which are immaterial.As most leases do not provide an implicit rate, Linde uses the applicable incremental borrowing rate at lease commencement to measure lease liabilities and right-of-use assets. Linde determines incremental borrowing rates through market sources. The company has elected to apply the short-term lease exception for all underlying asset classes. Short-term leases are leases that, at the commencement date, have a lease term of twelve months or less and do not include a purchase option that the lessee is reasonably certain to exercise. Leases that meet the short-term lease definition are not recognized on the balance sheet, but rather expensed on a straight-line basis over the lease term.Some leasing arrangements require variable payments that are dependent on usage, output, or may vary for other reasons, such as insurance. The company does not have material variable lease payments.Gains and losses on sale and leaseback transactions were immaterial.

ACQUISITIONS AND DIVESTITURES AcquisitionsThe fair value of purchase consideration for acquisitions, net of cash acquired was $412 million, $317 million and $953 million for the years ended December 31, 2025, 2024 and 2023, respectively. Acquisitions in 2025 primarily related to APAC and EMEA. Acquisitions in 2024 and 2023 primarily related to the Americas. 2023 Acquisition of nexAir, LLCOn January 5, 2023, Linde completed the acquisition of nexAir, LLC, a gas distribution and welding supply company in the United States, in order to further expand the company’s geographic footprint into different regions. Prior to completion of the acquisition, Linde held a 23% interest in nexAir, LLC. Pursuant to a signed purchase agreement between Linde and nexAir, LLC, Linde purchased the remaining 77% ownership interest in an all cash transaction with a total purchase price of $866 million, or $811 million net of cash acquired. The fair value of Linde’s equity interest in nexAir, LLC immediately preceding the acquisition date was $183 million, which resulted in a gain on remeasurement of the company’s previously held equity interest which was not material; this gain is recorded within “Other income (expense) – net” on the consolidated statements of income. Final Allocation of Purchase PriceThe acquisition of nexAir, LLC was accounted for as a business combination. Following the acquisition date, 100% of nexAir, LLC's results were consolidated in the Americas business segment. Linde's twelve months ended December 31, 2023 consolidated income statement includes sales of $408 million related to nexAir, LLC. The company estimated the preliminary fair value of net assets acquired based on information available at the time of the acquisition and adjusted and finalized those estimates as additional information became available. Measurement period adjustments totaled approximately $27 million, and related to working capital adjustments and deferred taxes. The following table summarizes the fair value of identifiable assets acquired and liabilities assumed in the acquisition of nexAir, LLC as of the acquisition date.