Ingersoll Rand (IR) CEO Reynal reports 64,388-share vesting and tax withholding

Rhea-AI Filing Summary

Ingersoll Rand Inc. insider Vicente Reynal reported equity awards tied to performance-based restricted stock units. On February 6, 2026, 64,388 common shares were issued at $0 per share when previously granted performance-based units met their vesting conditions and were settled one-for-one into stock.

To cover taxes on this vesting, 27,906 shares were withheld at $98.50 per share. After these transactions, Reynal directly holds 229,668 common shares and also has indirect holdings, including 147,802 shares in a trust for him and his spouse, 75,000 shares in a trust for his descendants, and 22,500 shares in a trust for his spouse and descendants. He serves as Ingersoll Rand’s chairman, president and chief executive officer.

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^*

Reynal Vicente

(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)

X	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)		64,388	A	$0	257,574	D
Common Stock	02/06/2026		F(2)		27,906	D	$98.5	229,668	D
Common Stock								147,802	I	See footnote(3)
Common Stock								75,000	I	See footnote(4)
Common Stock								22,500	I	See footnote(5)

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.

3. Held in a trust for the benefit of the Reporting Person and his spouse.

4. Held in a trust for the benefit of the Reporting Person's descendants.

5. Held in a trust for the benefit of the Reporting Person's spouse and descendants.

Remarks:

Title: Chairman, President and Chief Executive 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 transaction did Ingersoll Rand (IR) report for Vicente Reynal?

Ingersoll Rand (IR) reported that Vicente Reynal received 64,388 common shares when performance-based restricted stock units vested. These units were granted in 2023 and certified on February 6, 2026, then settled into shares on a one-for-one basis.

Why were 27,906 Ingersoll Rand (IR) shares withheld from Vicente Reynal?

The 27,906 Ingersoll Rand (IR) shares were withheld to pay taxes due on the vesting of performance-based restricted stock units. This tax withholding is reported as a disposition at $98.50 per share but reflects tax settlement rather than an open-market sale.

How many Ingersoll Rand (IR) shares does Vicente Reynal own directly after this Form 4?

After the reported transactions, Vicente Reynal beneficially owns 229,668 Ingersoll Rand (IR) common shares directly. This figure reflects the vested performance-based shares received and the shares withheld to satisfy associated tax obligations on February 6, 2026.

What indirect Ingersoll Rand (IR) share holdings are associated with Vicente Reynal?

Indirect holdings include 147,802 shares in a trust for Reynal and his spouse, 75,000 shares in a trust for his descendants, and 22,500 shares in a trust for his spouse and descendants. These positions are disclosed as indirect beneficial ownership interests.

What was the origin of the performance-based restricted stock units for Ingersoll Rand (IR)?

The performance-based restricted stock units were originally granted on February 23, 2023. On February 6, 2026, they were certified as meeting the performance threshold, deemed earned, vested immediately, and settled into Ingersoll Rand (IR) common shares on a one-for-one basis.

What is Vicente Reynal’s role at Ingersoll Rand (IR) mentioned in this Form 4?

The Form 4 lists Vicente Reynal as a director and officer of Ingersoll Rand (IR), with his title reported as chairman, president and chief executive officer. This establishes him as a senior insider subject to Section 16 reporting requirements.