Ingersoll Rand (IR) HR chief reports RSU vesting and tax share withholding

Rhea-AI Filing Summary

Ingersoll Rand Inc.'s Senior Vice President and Chief Human Resources Officer, Kathleen M. Keene, reported equity compensation activity in company common stock. On February 6, 2026, 5,518 performance-based restricted stock units vested and were settled into an equal number of common shares at no cost to her.

On the same date, 1,640 shares were withheld at a price of $98.50 per share to cover taxes tied to this vesting. After these transactions, Keene directly owned 15,528 shares of Ingersoll Rand 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^*

Keene Kathleen M.

(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)
02/06/2026

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	02/06/2026		A(1)		5,518	A	$0	17,168	D
Common Stock	02/06/2026		F(2)		1,640	D	$98.5	15,528	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

Explanation of Responses:

1. On February 23, 2023, the Reporting Person was granted restricted stock units subject to performance-based vesting conditions. On February 6, 2026, these units were certified as meeting the performance threshold that resulted in vesting of the number of restricted stock units reported above and these restricted stock units, which were not previously reported, were deemed earned and vested immediately and settled into shares of common stock on a one-for-one basis.

2. Represents shares withheld to pay taxes applicable to vesting of performance-based restricted stock units described herein.

Remarks:

Title: Senior Vice President, Chief Human Resources Officer

	/s/ Andrew Schiesl, as Attorney-in-Fact	02/10/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Ingersoll Rand (IR) disclose for Kathleen M. Keene?

Ingersoll Rand disclosed that executive Kathleen M. Keene had 5,518 performance-based restricted stock units vest into common shares. In a related move, 1,640 shares were withheld to cover applicable taxes, leaving her with direct ownership of 15,528 Ingersoll Rand shares.

How many Ingersoll Rand (IR) shares does Kathleen M. Keene own after the latest Form 4?

After the reported transactions, Kathleen M. Keene directly owns 15,528 shares of Ingersoll Rand common stock. This figure reflects both the vesting of 5,518 performance-based restricted stock units and the withholding of 1,640 shares to satisfy associated tax obligations.

What is the nature of the 5,518 Ingersoll Rand (IR) shares reported as acquired?

The 5,518 Ingersoll Rand shares were acquired through vesting of performance-based restricted stock units originally granted on February 23, 2023. These units met certified performance thresholds on February 6, 2026 and were settled one-for-one into common stock at no purchase price.

Why were 1,640 Ingersoll Rand (IR) shares reported as disposed of on the Form 4?

The 1,640 Ingersoll Rand shares reported as disposed of were withheld to pay taxes on the vesting of performance-based restricted stock units. The shares were valued at $98.50 each for this tax withholding, a common mechanism for covering statutory tax obligations on equity awards.

What role does Kathleen M. Keene hold at Ingersoll Rand (IR)?

Kathleen M. Keene serves as Ingersoll Rand’s Senior Vice President and Chief Human Resources Officer. The Form 4 filing reflects her equity compensation, specifically performance-based restricted stock units that vested and converted into common shares subject to tax withholding.

Were the Ingersoll Rand (IR) transactions by Kathleen M. Keene direct or indirect holdings?

The transactions reported for Kathleen M. Keene involve directly held Ingersoll Rand common stock. Both the 5,518 shares received from vesting and the 1,640 shares withheld for taxes are classified as direct ownership, with no indirect entities referenced in the filing’s footnotes.