| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
LINDE PLC [ LIN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 03/09/2026 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) 03/11/2026 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 03/09/2026 | M | 548(1) | A | $0 | 4,887 | D | |||
| Ordinary Shares | 03/09/2026 | M | 195(1) | A | $0 | 5,082 | D | |||
| Ordinary Shares | 03/09/2026 | M | 195(1) | A | $0 | 5,277 | D | |||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Performance Share Units (ROC) | (2) | 03/09/2026 | A | 548 | (3) | (3) | Ordinary Shares | 548 | $0 | 548 | D | ||||
| Performance Share Units (ROC) | (2) | 03/09/2026 | M | 548 | (3) | (3) | Ordinary Shares | 548 | $0 | 0 | D | ||||
| Performance Share Units (RTSR) | (2) | 03/09/2026 | A | 195 | (4) | (4) | Ordinary Shares | 195 | $0 | 195 | D | ||||
| Performance Share Units (RTSR) | (2) | 03/09/2026 | M | 195 | (4) | (4) | Ordinary Shares | 195 | $0 | 0 | D | ||||
| Restricted Stock Units | (2) | 03/09/2026 | M | 195 | (5) | (5) | Ordinary Shares | 195 | $0 | 195 | D | ||||
| Explanation of Responses: |
| 1. (1) The purpose of this Form 4 amendment is to amend and entirely restate the Form 4 filed on March 11, 2026 (the "Original Form 4"). The Original Form 4 incorrectly reported in Table 1 that 121, 43 and 43 Ordinary Shares were withheld for taxes from the payouts of two Performance Share Unit ("PSU") grants, and one Restricted Stock Unit ("RSU") grant, each made on March 7, 2023. The Table 1 in this Form 4 Amendment now correctly reports that 548, 195 and 195 Ordinary Shares were paid out pursuant to the PSU and RSU grants made on March 7, 2023, and that no Ordinary Shares were withheld for taxes. |
| 2. Conversion to Linde plc Ordinary Shares is on a one-for-one basis. |
| 3. The PSU paid out on March 9, 2026, and the number of shares awarded and paid out was determined based upon the average annual return on capital ("ROC") of Linde plc from 2023-2025 measured against ROC goals set by the Human Capital Committee of the Board of Directors when the PSU was granted on March 7, 2023. |
| 4. The PSU paid out on March 9, 2026, and the number of shares awarded and paid out was determined based upon the relative total shareholder return ("RTSR") of Linde plc from 2023-2025 measured against RTSR goals set by the Human Capital Committee of the Board of Directors when the PSU was granted on March 7, 2023. |
| 5. Restricted Stock Units that vested in full and paid out on March 9, 2026 in Linde plc Ordinary Shares on a one-for-one basis. |
| Remarks: |
| Anthony M. Pepper as attorney-in-fact | 04/14/2026 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||