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Linde (NYSE: LIN) issues €600M, €500M and €500M notes under €25B programme

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(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Linde plc has issued three euro-denominated note tranches in the European debt market. The company sold €600 million Floating Rate Notes due 2028, €500 million 3.200% Notes due 2030 and €500 million 3.800% Notes due 2036 under its European debt issuance programme.

The transaction generated approximately €1,595 million in net proceeds after manager fees, which will be used for general corporate purposes. These notes are listed on the Luxembourg Stock Exchange’s official list and trade on its Euro MTF market, and are guaranteed by Linde GmbH and Linde Inc. under existing upstream guarantees.

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Insights

Linde raises €1.6B-equivalent in euro notes for general purposes.

Linde tapped its European debt issuance programme to place €600 million floating-rate notes due 2028, €500 million 3.200% notes due 2030 and €500 million 3.800% notes due 2036. All instruments are unsecured and issued off a €25 billion programme.

Net proceeds of about €1,595 million after manager fees are earmarked for general corporate purposes, without specific projects identified in the excerpt. The notes are listed on the Luxembourg Stock Exchange’s Euro MTF market and benefit from guarantees by Linde GmbH and Linde Inc., which helps support credit quality.

The programme, valid for one year from May 4, 2026, allows future issuances with flexible currencies, rates and maturities, subject to prospectus updates when material events occur. Future filings may detail how this additional funding aligns with capital expenditure, refinancing plans or other corporate uses.

Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Floating Rate Notes due 2028 €600 million principal Aggregate principal amount of Floating Rate Notes due 2028
3.200% Notes due 2030 €500 million principal Aggregate principal amount of 3.200% Notes due 2030
3.800% Notes due 2036 €500 million principal Aggregate principal amount of 3.800% Notes due 2036
Net proceeds €1,595 million Net proceeds after fees to Managers, before other expenses
Programme size €25 billion Aggregate principal amount of Notes authorized under the Programme
Programme validity One year from May 4, 2026 Current base prospectus validity period
Floating Rate Notes financial
"issued €600 million aggregate principal amount of Floating Rate Notes due 2028"
Floating rate notes are debt securities that pay interest that adjusts periodically based on a short-term interest benchmark (for example, LIBOR or SOFR), so the cash interest you receive goes up or down with market rates. For investors they act like an adjustable-rate loan: they help protect income when overall interest rates rise and generally lose less value than fixed-rate bonds when rates move, making them useful for managing interest-rate risk.
Final Terms regulatory
"The terms of the 2028 Notes, the 2030 Notes and the 2036 Notes are set out in the Final Terms"
European debt issuance programme financial
"were issued under the European debt issuance programme (the “Program”) established on May 11, 2020"
Fiscal Agency Agreement regulatory
"pursuant to a Fiscal Agency Agreement, dated May 4, 2026"
Regulation S regulatory
"will be issued pursuant to Regulation S under the U.S. Securities Act of 1933"
Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.
Euro MTF market financial
"for trading on the Euro MTF market operated by the Luxembourg Stock Exchange"
A euro MTF market is a European trading venue that matches buyers and sellers of securities—often bonds and some stocks—outside the main national exchanges. Think of it as a specialized marketplace with lighter listing rules and different oversight; it matters to investors because the venue affects how easy it is to buy or sell a security, the transparency of prices, and the level of regulatory protection and reporting they can expect.
Understanding 8-K Material Events →
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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): May 13, 2026

 

 

Linde plc

(Exact name of registrant as specified in its charter)

 

 

 

Ireland   001-38730   98-1448883

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

 

10 Riverview Dr.

Danbury, Connecticut

United States 06810

  

Forge

43 Church Street West

Woking, Surrey GU21 6HT

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

Symbol

  

Name of each exchange

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 May 13, 2026, Linde plc (the “Company”) issued €600 million aggregate principal amount of Floating Rate Notes due 2028 (the “2028 Notes”), issued €500 million aggregate principal amount of 3.200% Notes due 2030 (the “2030 Notes”) and issued €500 million aggregate principal amount of 3.800% Notes due 2036 (the “2036 Notes”). The 2028 Notes, the 2030 Notes and the 2036 Notes were issued pursuant to a Subscription Agreement, dated May 11, 2026, by and among the Company, as issuer, and the financial institutions named as bookrunners and other managers therein (the “Managers”). The terms of the 2028 Notes, the 2030 Notes and the 2036 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 €1,595 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 2028 Notes, the 2030 Notes and the 2036 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 2028 Notes, the 2030 Notes and the 2036 Notes were issued under the European debt issuance programme (the “Program”) established on May 11, 2020 by the Company, as last updated on May 4, 2026. The current base prospectus is dated May 4, 2026. 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 4, 2026 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 €25 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. are filed as Exhibits 4.5 and 4.6 respectively, 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 4, 2026, 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 4, 2026. The Fiscal Agency Agreement and the Dealer Agreement are filed as Exhibits 4.2 and 1.1, respectively, 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:

 

Exhibit
No.

   

Description

1.1    Amended and Restated Dealer Agreement, dated May 4, 2026, among Linde plc, as Issuer and Citigroup Global Markets Limited, as Arranger and Dealer and the other Dealers party thereto
4.1    Final Terms of Floating Rate Notes due 2028 of Linde plc, 3.200% Notes due 2030 of Linde plc and 3.800% Notes due 2036 of Linde plc
4.2    Fiscal Agency Agreement, dated May 4, 2026, among Linde plc, as Issuer, and Citibank, N.A., London Branch, as Fiscal Agent and Paying Agent
4.3    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 herein by reference)
4.4    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 herein by reference)
4.5    Confirmation of Upstream Guarantee to Linde plc provided by Linde GmbH, dated May 4, 2026
4.6    Confirmation of Upstream Guarantee to Linde plc provided by Linde Inc., dated May 11, 2026
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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: May 13, 2026   By:  

/s/ Guillermo Bichara

  Name:   Guillermo Bichara
  Title:   Executive Vice President & Chief Legal Officer

Source: View Original Filing on SEC EDGAR

FAQ

What new debt securities did Linde (LIN) issue in May 2026?

Linde issued three euro note tranches: €600 million Floating Rate Notes due 2028, €500 million 3.200% Notes due 2030 and €500 million 3.800% Notes due 2036, all under its European debt issuance programme.

How much did Linde (LIN) raise from its May 2026 euro notes?

Linde received approximately €1,595 million in net proceeds from the 2028, 2030 and 2036 euro notes, after paying fees to the bookrunners and other managers but before other offering expenses, to fund general corporate purposes.

What is the size of Linde’s European debt issuance programme?

Linde’s European debt issuance programme authorizes an aggregate principal amount of up to €25 billion of notes, or the equivalent in other currencies, to be outstanding at any time, allowing repeated unsecured note issues with varying terms.

Where are Linde’s new euro notes listed and traded?

The 2028, 2030 and 2036 notes have been admitted to the official list of the Luxembourg Stock Exchange and are approved for trading on its Euro MTF market, providing access to a European investor base for these instruments.

Who guarantees the notes issued by Linde (LIN) under the programme?

Notes issued under Linde’s programme are guaranteed by Linde GmbH, organized under German law, and Linde Inc., organized under Delaware law, under upstream guarantees whose confirmations are filed as exhibits and incorporated by reference.

Are Linde’s euro notes registered under the U.S. Securities Act?

Notes issued under the programme are offered under Regulation S, are not registered under the U.S. Securities Act of 1933, and may not be offered or sold in the United States or to U.S. persons without registration or an applicable exemption.

Filing Exhibits & Attachments

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