8-K
LINDE PLC (LIN)
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): November 20, 2025
Linde plc
(Exact name of registrant as specified in its charter)
| Ireland | 001-38730 | 98-1448883 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission<br><br>File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 10 Riverview Dr. | Forge | |
| --- | --- | |
| Danbury, Connecticut | 43 Church Street West | |
| United States 06810 | Woking, Surrey GU21 6HT<br><br>United Kingdom |
(Address of principal executive offices) (Zip Code)
+44 1483 242200
(Registrant’s telephone numbers, including area code)
(Former name or former address, if changed since last report)
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<br><br>Symbol | Name of each exchange<br><br>on which registered |
|---|---|---|
| Ordinary shares (€0.001 nominal value per share) | LIN | The Nasdaq Stock Market LLC |
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 8.01. | Other Events. |
|---|
On November 20, 2025, Linde plc (the “Company”) issued €600 million aggregate principal amount of Floating Rate Notes due 2027 (the “2027 Notes”), issued €650 million aggregate principal amount of 3.125% Notes due 2032 (the “2032 Notes”) and issued €500 million aggregate principal amount of 3.750% Notes due 2038 (the “2038 Notes”). The 2027 Notes, the 2032 Notes and the 2038 Notes were issued pursuant to a Subscription Agreement, dated November 18, 2025, by and among the Company, as issuer, and the financial institutions named as bookrunners and other managers therein (the “Managers”). The terms of the 2027 Notes, the 2032 Notes and the 2038 Notes are set out in the Final Terms filed as Exhibit 4.1 which is incorporated herein by reference.
The net proceeds of the offering were approximately €1,737 million, after giving effect to the fees to the Managers but before other fees and expenses of the offering. Net proceeds of the offering will be used for general corporate purposes.
The 2027 Notes, the 2032 Notes and the 2038 Notes have been admitted to the official list of the Luxembourg Stock Exchange and for trading on the Euro MTF market operated by the Luxembourg Stock Exchange.
The 2027 Notes, the 2032 Notes and the 2038 Notes were issued under the European debt issuance programme (the “Program”) established on May 11, 2020 by the Company, as last updated on May 8, 2025. The current base prospectus dated May 8, 2025, was supplemented by the first supplement on August 21, 2025 and the second supplement on October 31, 2025. Under the Program, the Company may issue unsecured notes (“Notes”) with such terms, including currency, interest rate and maturity, as agreed by the Company and the purchasers of such Notes at the time of sale and as set out in the final terms (“Final Terms”) for the relevant issue of Notes. The current 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. Upon occurrence of any material event concerning the Company, such as the publication of new financial information, the Program must be supplemented prior to any further issuance of Notes. The aggregate principal amount of Notes authorized under the Program to be outstanding from time to time is €20 billion (or the equivalent in other currencies).
Notes issued by the Company under the Program will be guaranteed by Linde GmbH, a wholly owned subsidiary of the Company organized under the laws of Germany, and Linde Inc., a wholly owned subsidiary of the Company organized under the laws of Delaware (such guarantees of Linde GmbH and Linde Inc. were filed as Exhibits 4.4 and 4.5, respectively, to Linde plc’s Current Report on Form 8-K dated May 26, 2020, Filing No. 001-38730, and confirmations of such guarantees of Linde GmbH and Linde Inc. were filed as Exhibits 4.6 and 4.7 respectively, to Linde plc’s Current Report on Form 8-K dated June 5, 2025, Filing No. 001-38730, in respect of the increased aggregate principal amount of Notes authorized under the Program, and are incorporated herein by reference).
Pursuant to an Amended and Restated Dealer Agreement, dated May 8, 2025, by and among the Company and Citigroup Global Markets Limited, as arranger and dealer, and the other dealers party thereto from time to time (together the “Dealers”), the Company has appointed the Dealers to subscribe and pay for Notes issued under the Program on the terms set out therein. The Company has appointed Citibank, N.A., London Branch, as fiscal agent and paying agent for Notes issued under the Program pursuant to a Fiscal Agency Agreement, dated May 8, 2025. The Fiscal Agency Agreement and the Dealer Agreement were filed as Exhibits 4.2 and 1.1, respectively, to Linde plc’s Current Report on Form 8-K dated June 5, 2025, Filing No. 001-38730, and are incorporated herein by reference.
Notes issued under the Program by the Company will be issued pursuant to Regulation S under the U.S. Securities Act of 1933, as amended (the “Securities Act”), will not be registered under the Securities Act and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons absent registration or an applicable exemption from registration requirements under the Securities Act. This Current Report on Form 8-K shall not constitute an offer to sell, or the solicitation of an offer to buy, any securities, including any securities of the Company. The foregoing description is qualified in its entirety by reference to the exhibits filed herewith.
| Item 9.01. | Financial Statements and Exhibits. |
|---|
(d) Exhibit. The following exhibit is filed herewith:
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: November 20, 2025 | By: | /s/ Guillermo Bichara |
| Name: | Guillermo Bichara | |
| Title: | Executive Vice President & Chief Legal Officer |
EX-4.1
Exhibit 4.1
Linde plc
Three-month EURIBOR + 0.220% €600,000,000 Unsecured
Notes due 20 November 2027
Terms & Conditions
| Issuer: | Linde plc |
|---|---|
| Issuer LEI: | 5299003QR1WT0EF88V51 |
| Issuer Ratings: | A2 (stable) by Moody’s / A (stable) by S&P |
| Expected Issue Ratings: | A2 by Moody’s / A by S&P |
| Form of the Notes: | Bearer form; the Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note |
| Status of the Notes: | Senior, unsecured |
| Currency: | Euro (“EUR” or “€”) |
| Notional Amount: | €600,000,000 |
| Pricing Date: | 13 November 2025 |
| Settlement Date: | 20 November 2025 (T+5) |
| Maturity Date: | 20 November 2027 |
| First Coupon Date: | 20 February 2026 |
| Term of Notes: | 2 years |
| Rate of Interest: | Three-month EURIBOR plus 22bps, reset quarterly |
| Minimum Rate of Interest: | 0.000% |
| Interest payment dates: | 20 February, 20 May, 20 August, and 20 November, commencing on 20, February 2026 |
| Issue / Re-offer Price: | 100% of the Notional Amount |
| Redemption: | 100% |
| Fees: | 12.5bps of the Notional Amount (incl. 10bps base fee^1^ / 2.5bps discretionary fee^2^) |
| All-in Price (net of fees): | 99.875% of the Notional Amount |
| Net Proceeds: | €599,250,000 |
| Reference Rate: | Three-month EURIBOR |
| Reference Screen Page: | Reuters EURIBOR01 |
| Business Days: | T2 |
| Interest Rate Provisions: | Act/360 (ICMA) Day Count Fraction, payable quarterly in arrear on 20 February, 20 May, 20 August, and 20 November, commencing on 20, February 2026 |
| Interest Determination Date: | The second T2 Business Day prior to the commencement of the relevant Interest Period |
| Business Day Convention: | Modified Following, adjusted |
| Denominations: | EUR 100,000 |
| 1 month Par Call: | Applicable |
| Change of Control Put: | Holder put at par upon a change of control |
| Documentation: | Under the Base Prospectus dated 8 May, 2025 of the Issuer’s Debt |
^1^ To be split between Active Bookrunners (26% each), Co-Managers Group A (3% each), Co-Managers Group B (1.67% for Bayerische Landesbank, Landesbank Hessen-Thüringen Girozentrale, Landesbank Baden-Württemberg, Skandinaviska Enskilda Banken AB (publ), BNY Mellon Capital Markets, LLC, and 1.65% for Australia and New Zealand Banking Group Limited)
^2^ To be split equally between Active Bookrunners
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| Issuance Programme (the “Base Prospectus”), supplemented by a 1^st^ supplement dated 21 August 2025 and a 2^nd^ supplement dated 31 October 2025 | |
|---|---|
| Use of Proceeds: | General corporate purposes |
| Governing Law: | German |
| Target Market (MIFID II and UK MiFIR product governance): | Manufacturer target market (MiFID II product governance and UK MiFIR product governance rules) is eligible counterparties and professional clients only (all distribution channels). No sales to retail in EEA or in the United Kingdom.<br>No PRIIPs or UK PRIIPs key information document (KID) will be prepared. |
| Listing: | EuroMTF of the Luxembourg Stock Exchange |
| Selling Restrictions: | As per the Base Prospectus |
| Clearing System: | Clearstream Banking Luxembourg / Euroclear |
| Security Codes: | ISIN: XS3226607409 / Common Code: 322660740 |
| Settlement Bank: | Société Générale |
| Calculation Agent: | The Calculation Agent shall be an independent bank of international standing or an independent financial adviser with relevant expertise, selected by the Issuer |
| Active Bookrunners: | HSBC Continental Europe, Société Générale (B&D), UniCredit Bank AG |
| Co-managers Group A: | Bank of China (Europe) S.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Standard Chartered Bank |
| Co-managers Group B: | Australia and New Zealand Banking Group Limited, Bayerische Landesbank, Landesbank Hessen-Thüringen Girozentrale, Landesbank<br>Baden-Württemberg, Skandinaviska Enskilda Banken AB (publ), BNY Mellon Capital Markets, LLC |
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Linde plc
3.125% €650,000,000 Unsecured Notes due 20 November
2032
Terms & Conditions
| Issuer: | Linde plc |
|---|---|
| Issuer LEI: | 5299003QR1WT0EF88V51 |
| Issuer Ratings: | A2 (stable) by Moody’s / A (stable) by S&P |
| Expected Issue Ratings: | A2 by Moody’s / A by S&P |
| Form of the Notes: | Bearer form; the Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note |
| Status of the Notes: | Senior, unsecured |
| Currency: | Euro (“EUR” or “€”) |
| Notional Amount: | €650,000,0000 |
| Pricing Date: | 13 November 2025 |
| Settlement Date: | 20 November 2025 (T+5) |
| Maturity Date: | 20 November 2032 |
| First Coupon Date: | 20 November 2026 |
| Term of Notes: | 7 years |
| Spread over EUR-MS: | +70 bps |
| EUR-MS Rate (p.a.): | 2.544% |
| Re-offer yield (p.a.): | 3.244% |
| Coupon (p.a.): | 3.125% per year |
| Issue / Re-offer Price: | 99.265% of the Notional Amount |
| Redemption: | 100% |
| Fees: | 22.5bps of the Notional Amount (incl. 17.5bps base fee^3^ / 5bps discretionary fee^4^) |
| All-in Price (net of fees): | 99.040% of the Notional Amount |
| Net Proceeds: | €643,760,000 |
| Benchmark Bund: | DBR 2 1/2 11/15/32 |
| Benchmark Price: | 100.09% |
| Re-offer spread vs. Benchmark: | +76.0 bps |
| Business Days: | T2 |
| Interest Rate Provisions: | Act/Act (ICMA) Day Count Fraction, payable annually in arrears on 20 November each year |
| Business Day Convention: | Following, Unadjusted |
| Denominations: | EUR 100,000 |
| Tax Call: | Applicable |
| Make-whole Call: | Applicable at the yield of the Benchmark Bund plus 15 bps |
| 3 months Par Call: | Applicable |
| Change of Control Put: | Holder put at par upon a change of control |
| Clean-up Call: | Applicable (75%) |
| Documentation: | Under the Base Prospectus dated 8 May, 2025 of the Issuer’s Debt Issuance Programme (the “Base Prospectus”), supplemented by a 1^st^<br>supplement dated 21 August 2025 and a 2^nd^ supplement dated 31 October 2025 |
| Use of Proceeds: | General corporate purposes |
| Governing Law: | German |
| Target Market (MIFID II and UK | Manufacturer target market (MiFID II product governance and UK MiFIR |
^3^ To be split between Active Bookrunners (26% each), Co-Managers Group A (3% each), Co-Managers Group B (1.67% for Bayerische Landesbank, Landesbank Hessen-Thüringen Girozentrale, Landesbank Baden-Württemberg, Skandinaviska Enskilda Banken AB (publ), BNY Mellon Capital Markets, LLC, and 1.65% for Australia and New Zealand Banking Group Limited)
^4^ To be split equally between Active Bookrunners
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| MiFIR product governance): | product governance rules) is eligible counterparties and professional clients only (all distribution channels). No sales to retail in EEA or in the United Kingdom. No PRIIPs or UK PRIIPs key information document (KID) will be<br>prepared. |
|---|---|
| Listing: | EuroMTF of the Luxembourg Stock Exchange |
| Selling Restrictions: | As per the Base Prospectus |
| Clearing System: | Clearstream Banking Luxembourg / Euroclear |
| Security Codes: | ISIN: XS3226699091 / Common Code: 322669909 |
| Settlement Bank: | Société Générale |
| Calculation Agent: | The Calculation Agent shall be an independent bank of international standing or an independent financial adviser with relevant expertise, selected by the Issuer |
| Active Bookrunners: | HSBC Continental Europe, Société Générale (B&D), UniCredit Bank AG |
| Co-managers Group A: | Bank of China (Europe) S.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Standard Chartered Bank |
| Co-managers Group B: | Australia and New Zealand Banking Group Limited, Bayerische Landesbank, Landesbank Hessen-Thüringen Girozentrale, Landesbank<br>Baden-Württemberg, Skandinaviska Enskilda Banken AB (publ), BNY Mellon Capital Markets, LLC |
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Linde plc
3.750% €500,000,000 Unsecured Notes due 20 November
2038
Terms & Conditions
| Issuer: | Linde plc |
|---|---|
| Issuer LEI: | 5299003QR1WT0EF88V51 |
| Issuer Ratings: | A2 (stable) by Moody’s / A (stable) by S&P |
| Expected Issue Ratings: | A2 by Moody’s / A by S&P |
| Form of the Notes: | Bearer form; the Notes are issued as New Global Notes and are initially represented by a Temporary Global Note which is exchangeable for a Permanent Global Note |
| Status of the Notes: | Senior, unsecured |
| Currency: | Euro (“EUR” or “€”) |
| Notional Amount: | €500,000,000 |
| Pricing Date: | 13 November 2025 |
| Settlement Date: | 20 November 2025 (T+5) |
| Maturity Date: | 20 November 2038 |
| First Coupon Date: | 20 November 2026 |
| Term of Notes: | 13 years |
| Spread over EUR-MS: | +98 bps |
| EUR-MS Rate (p.a.): | 2.858% |
| Re-offer yield (p.a.): | 3.838% |
| Coupon (p.a.): | 3.750% per year |
| Issue / Re-offer Price: | 99.112% of the Notional Amount |
| Redemption: | 100% |
| Fees: | 28bps of the Notional Amount (incl. 23bps base fee^5^ / 5bps discretionary fee^6^) |
| All-in Price (net of fees): | 98.832% of the Notional Amount |
| Net Proceeds: | €494,160,000 |
| Benchmark Bund: | DBR 1 05/15/38 |
| Benchmark Price: | 80.11% |
| Re-offer spread vs. Benchmark: | +91.5 bps |
| Business Days: | T2 |
| Interest Rate Provisions: | Act/Act (ICMA) Day Count Fraction, payable annually in arrears on 20 November each year |
| Business Day Convention: | Following, Unadjusted |
| Denominations: | EUR 100,000 |
| Tax Call: | Applicable |
| Make-whole Call: | Applicable at the yield of the Benchmark Bund plus 15 bps |
| 3 months Par Call: | Applicable |
| Change of Control Put: | Holder put at par upon a change of control |
| Clean-up Call: | Applicable (75%) |
| Documentation: | Under the Base Prospectus dated 8 May, 2025 of the Issuer’s Debt Issuance Programme (the “Base Prospectus”), supplemented by a 1^st^<br>supplement dated 21 August 2025 and a 2^nd^ supplement dated 31 October 2025 |
| Use of Proceeds: | General corporate purposes |
| Governing Law: | German |
| Target Market (MIFID II and UK | Manufacturer target market (MiFID II product governance and UK MiFIR |
^5^ To be split between Active Bookrunners (26% each), Co-Managers Group A (3% each), Co-Managers Group B (1.67% for Bayerische Landesbank, Landesbank Hessen-Thüringen Girozentrale, Landesbank Baden-Württemberg, Skandinaviska Enskilda Banken AB (publ), BNY Mellon Capital Markets, LLC, and 1.65% for Australia and New Zealand Banking Group Limited)
^6^ To be split equally between Active Bookrunners
5
| MiFIR product governance): | product governance rules) is eligible counterparties and professional clients only (all distribution channels). No sales to retail in EEA or in the United Kingdom. No PRIIPs or UK PRIIPs key information document (KID) will be<br>prepared. |
|---|---|
| Listing: | EuroMTF of the Luxembourg Stock Exchange |
| Selling Restrictions: | As per the Base Prospectus |
| Clearing System: | Clearstream Banking Luxembourg / Euroclear |
| Security Codes: | ISIN: XS3226699331 / Common Code: 322669933 |
| Settlement Bank: | Société Générale |
| Calculation Agent: | The Calculation Agent shall be an independent bank of international standing or an independent financial adviser with relevant expertise, selected by the Issuer |
| Active Bookrunners: | HSBC Continental Europe, Société Générale, UniCredit Bank AG (B&D) |
| Co-managers Group A: | Bank of China (Europe) S.A., Banco Bilbao Vizcaya Argentaria, S.A., Banco Santander, S.A., Standard Chartered Bank |
| Co-managers Group B: | Australia and New Zealand Banking Group Limited, Bayerische Landesbank, Landesbank Hessen-Thüringen Girozentrale, Landesbank<br>Baden-Württemberg, Skandinaviska Enskilda Banken AB (publ), BNY Mellon Capital Markets, LLC |
Important Notice
The Notes may not be suitable for all investors. Before proceeding with any investment in the Notes, potential investors should determine, without reliance upon any of the Bookrunners, the economic risks and merits, as well as the legal, tax, regulatory and accounting characteristics and consequences, of such an investment, and that they are able to assume these risks. Investors should conduct their own analysis, using such assumptions as they deem appropriate in making an investment decision. By accepting receipt of this Termsheet, the recipients will be deemed to represent that they possess, either individually or through their advisers, sufficient investment expertise to understand the risks involved in any purchase or sale of the Notes.
This Termsheet is not an offer to sell Notes and not soliciting an offer to buy the securities in any jurisdiction where the offer or sale is not permitted or to any person or entity to whom it is unlawful to make a sale. In particular, the Notes may not be offered to the public in a Member State of the European Economic Area prior to the publication of the Final Terms in accordance with the Prospectus Regulation or any relevant implementing measure, except pursuant to an exemption from, or in a transaction not subject to, the prospectus requirements of the Prospectus Regulation and/or any relevant implementing measures, in particular to qualified investors within the meaning of the Prospectus Regulation.
The Notes have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state of the United States or the securities laws of any other jurisdiction, and the Notes may not be offered or sold within the United States or to, or for the account or benefit of , “U.S. persons” (as defined in regulations under the Securities Act), except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state or local securities laws.
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