Ingersoll Rand (NYSE: IR) officer receives RSU, option grants and withholds shares for taxes

Rhea-AI Filing Summary

Ingersoll Rand Inc. officer Elizabeth Meloy Hepding reported multiple equity compensation transactions involving restricted stock units (RSUs), stock options, and common shares. On February 22, 2026, 618 RSUs were converted into the same number of common shares, with 268 shares withheld to cover taxes tied to vesting. On February 23, 2026, another 594 RSUs were converted into common stock and 258 shares were withheld for taxes.

Also on February 23, she received new awards of 4,456 RSUs and 11,042 stock options, both vesting in four annual installments beginning on February 23, 2027. After these transactions, she directly held 16,886 shares of common stock.

SEC Form 4

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

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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^*

Hepding Elizabeth Meloy

(Last) (First) (Middle)

C/O INGERSOLL RAND INC.

525 HARBOUR PLACE DRIVE, SUITE 600

(Street)

DAVIDSON NC 28036

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingersoll Rand Inc. [ IR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/22/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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
Common Stock	02/22/2026		M		618	A	(1)	16,818	D
Common Stock	02/22/2026		F(3)		268	D	$95.6	16,550	D
Common Stock	02/23/2026		M		594	A	(2)	17,144	D
Common Stock	02/23/2026		F(3)		258	D	$93.94	16,886	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
Restricted Stock Units	(1)	02/22/2026		M			618	(1)	(1)	Common Stock	618	$0	0	D
Restricted Stock Units	(2)	02/23/2026		M			594	(2)	(2)	Common Stock	594	$0	594	D
Restricted Stock Units	(4)	02/23/2026		A		4,456		(4)	(4)	Common Stock	4,456	$0	4,456	D
Stock Options (Right to Buy)	$93.94	02/23/2026		A		11,042		(5)	02/23/2036	Common Stock	11,042	$0	11,042	D

Explanation of Responses:

1. Represents restricted stock units originally granted on February 22, 2022, which vest in four equal annual installments beginning on February 22, 2023 and upon vesting, will each be settled by delivery of one share of common stock, an equivalent amount of cash, or a combination thereof.

2. Represents restricted stock units originally granted on February 23, 2023, which vest in four equal annual installments beginning on February 23, 2024, and upon vesting, will each be settled by delivery of one share of common stock, an equivalent amount of cash, or a combination thereof.

3. Represents shares withheld to pay taxes applicable to vesting of restricted stock units.

4. These restricted stock units vest in four equal annual installments beginning on February 23, 2027, and upon vesting, will each be settled by delivery of one share of common stock, an equivalent amount of cash, or a combination thereof.

5. These stock options vest in four substantially equal annual installments beginning on February 23, 2027.

Remarks:

Title: Senior Vice President, Corporate Development

	/s/ Andrew Schiesl, as Attorney-in-Fact	02/24/2026
	** 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).
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FAQ

What insider transactions did IR officer Elizabeth Meloy Hepding report?

Elizabeth Meloy Hepding reported equity compensation activity including RSU conversions, new RSU and stock option grants, and tax-withholding share dispositions. These transactions adjusted her mix of awards and directly held Ingersoll Rand common shares without reflecting any open-market stock purchases or sales.

How many restricted stock units were granted to the IR officer in this Form 4?

She received a grant of 4,456 restricted stock units. According to the filing, these RSUs vest in four equal annual installments starting on February 23, 2027, and each vested unit will be settled in one share of common stock, cash, or a combination.

What stock option grant did Ingersoll Rand report for Elizabeth Meloy Hepding?

The filing shows a grant of 11,042 stock options. These options vest in four substantially equal annual installments beginning on February 23, 2027, giving the officer the right to buy Ingersoll Rand common shares once each portion becomes vested and exercisable.

Were any Ingersoll Rand shares sold on the open market in this Form 4?

The Form 4 reports dispositions coded as F, which are tax-withholding transactions, not open-market sales. A total of 268 and 258 shares on two dates were withheld to satisfy taxes due on vesting of restricted stock units.

How many Ingersoll Rand common shares does the officer hold after these transactions?

After the reported transactions, the Form 4 lists 16,886 Ingersoll Rand common shares held directly. This figure reflects RSU conversions into shares and the tax-withholding share dispositions recorded over February 22 and 23, 2026, in the non-derivative transaction table.

When do the newly granted RSUs for IR’s officer begin vesting?

The newly granted 4,456 restricted stock units begin vesting on February 23, 2027. The award vests in four equal annual installments from that date, with each vested unit settled in common stock, cash, or a mix of both as described in the filing.