Ingersoll Rand (IR) appoints Jerome Guillen as independent board member

Rhea-AI Filing Summary

Ingersoll Rand Inc. expanded its Board of Directors to ten members and appointed Jerome Guillen as an independent director, effective January 1, 2026.

He will serve until the company’s 2026 Annual Meeting of Stockholders and will also join the Board’s Compensation Committee and Sustainability Committee. The Board determined that he meets New York Stock Exchange independence standards and the company’s Corporate Governance Guidelines, and he has no arrangements or related‑party transactions connected to his selection. As a non‑employee director, he will be compensated under Ingersoll Rand’s standard policy for non‑employee directors. The company also issued a press release announcing his appointment.

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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): December 17, 2025

Ingersoll Rand Inc.

(Exact Name of Registrant as Specified in its Charter)

Delaware			001-38095			46-2393770
(State or other jurisdiction of incorporation)			(Commission File Number)			(IRS Employer Identification No.)

525 Harbour Place Drive, Suite 600

Davidson, North Carolina 28036

(704) 655-4000

(Address, including zip code, of principal executive offices and registrant’s telephone number, including area code)

N/A

(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(s)			Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share			IR			New York Stock Exchange

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 17, 2025, the Board of Directors (the “Board”) of Ingersoll Rand Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board to ten directors and appointed Jerome Guillen as a director of the Board, effective January 1, 2026, to serve until the Company’s 2026 Annual Meeting of Stockholders and until the election and qualification of his successor or earlier death, resignation, retirement, disqualification or removal.

Additionally, the Board appointed Mr. Guillen as a member of the Compensation Committee and the Sustainability Committee of the Board, effective upon becoming a director.

The Board has determined that Mr. Guillen qualifies as an independent director for service on the Board and the committees to which he was assigned under, among other items, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines, as applicable.

Mr. Guillen has no arrangements or understandings with any other person pursuant to which he was selected as a director and is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his service on the Board, as a non-employee director, Mr. Guillen will be compensated in accordance with the Company’s compensation policy for non-employee directors of the Board, as described under “Description of Director Compensation” in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 25, 2025, which description is incorporated by reference herein.

Item 7.01    Regulation FD Disclosure.

On December 17, 2025, the Company issued a press release announcing the appointment of Mr. Guillen as a new director. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.						Description
99.1						Press Release issued by Ingersoll Rand Inc., dated December 17, 2025.
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.

			INGERSOLL RAND INC.
			By:			/s/ Andrew Schiesl
						Name: Andrew Schiesl
						Title: Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary
Date: December 17, 2025

FAQ

What board change did Ingersoll Rand (IR) announce?

Ingersoll Rand announced that its Board of Directors increased in size to ten directors and appointed Jerome Guillen as a new director.

When does Jerome Guillen’s term on the Ingersoll Rand (IR) board begin and end?

Jerome Guillen’s appointment is effective January 1, 2026, and he will serve until the 2026 Annual Meeting of Stockholders and until a successor is elected and qualified or earlier departure.

Is Jerome Guillen considered an independent director at Ingersoll Rand (IR)?

Yes. The Board determined that Mr. Guillen qualifies as an independent director under New York Stock Exchange listing standards and the company’s Corporate Governance Guidelines.

Which board committees will Jerome Guillen serve on at Ingersoll Rand (IR)?

Jerome Guillen has been appointed to the Board’s Compensation Committee and Sustainability Committee, effective when he becomes a director.

How will Jerome Guillen be compensated as a director of Ingersoll Rand (IR)?

As a non-employee director, Mr. Guillen will be compensated according to Ingersoll Rand’s standard compensation policy for non-employee directors, as described in its 2025 proxy statement.

Did Ingersoll Rand (IR) issue a press release about Jerome Guillen’s appointment?

Yes. Ingersoll Rand issued a press release on December 17, 2025, announcing Mr. Guillen’s appointment as a new director, which is included as Exhibit 99.1.