White Matthew J 4

What Happened

• Matthew J. White, Chief Financial Officer of Linde plc, received 25,259 ordinary shares on March 9, 2026 as the payout/vesting of performance and restricted share awards. Many of those vested/converted awards show zero exercise price (they are awards, not open‑market purchases).
• To cover tax withholding on the payout, 6,431 shares were withheld/sold at $484.74 per share, resulting in cash proceeds of approximately $3,117,363. These transactions are routine settlement of award tax obligations, not discretionary stock purchases or open‑market sales.

Key Details

• Transaction date: March 9, 2026; Form 4 filed March 11, 2026 (timely).
• Award/vesting (codes A/M): 25,259 shares granted/converted at $0.00 (award/vesting of PSUs/RSUs).
• Tax withholding/sale (code F): 6,431 shares withheld/sold at $484.74 each for ~$3,117,363 total.
• Ownership after transaction: Not specified in the provided filing excerpt.
• Notable footnotes:
  • F1/F5/F6: Part of payout included performance share units (PSUs) from March 7, 2023; payout amount was determined by multi‑year performance (ROC and RTSR).
  • F10/F3/F4: Restricted stock units and conversions paid out one‑for‑one in ordinary shares on March 9, 2026.
  • F2: Ordinary shares were withheld from the payout to cover tax withholdings (sell‑to‑cover).
• Transaction codes explained: A = award/grant, M = option/exercise/conversion of derivative, F = payment of exercise price or tax withholding.

Context

• This is a routine award payout and sell‑to‑cover for taxes (common when RSUs/PSUs vest). The awards were not purchases that signal insider confidence, nor were there open‑market discretionary sales beyond the withholding.
• PSUs in this filing were performance‑based and their final share payout was determined by performance metrics set at grant (ROC and RTSR). The reported cash amount (~$3.12M) reflects proceeds from tax withholding only.