Why were some Ingersoll Rand (IR) shares disposed of at prices around $94 per share?

Shares were disposed of under transaction code F at $94.53 and $94.14 per share. The footnotes state these were shares withheld to pay taxes applicable to RSU vesting, meaning they represent tax-withholding dispositions, not voluntary open-market sales.

Ingersoll Rand (NYSE: IR) officer details RSU vesting, tax shares

Filing Impact

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Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ingersoll Rand Inc. officer Andrew R. Schiesl reported routine equity compensation activity involving restricted stock units (RSUs) and related tax withholding.

On February 26 and 27, 2026, RSUs originally granted on February 27, 2024 and February 26, 2025 vested and were converted into shares of common stock at no exercise price. Upon vesting, each RSU was settled in one share of common stock, cash, or a combination, as provided in the award terms.

To cover taxes due on these vestings, a portion of the newly delivered common shares was withheld and disposed of at prices of $94.53 and $94.14 per share, characterized as payment of tax liabilities rather than open-market selling. After these transactions, Schiesl directly held 13,831 shares of common stock and 2,811 RSUs.

Insider Trade Summary

1,750 shares exercised/converted

Mixed 6 txns

Insider Schiesl Andrew R

Role See Remarks

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	813	$0.00	--
Exercise	Common Stock	813	$0.00	--
Tax Withholding	Common Stock	353	$94.14	$33K
Exercise	Restricted Stock Units	937	$0.00	--
Exercise	Common Stock	937	$0.00	--
Tax Withholding	Common Stock	407	$94.53	$38K

Holdings After Transaction: Restricted Stock Units — 1,625 shares (Direct); Common Stock — 14,184 shares (Direct)

Footnotes (1)

Represents restricted stock units originally granted on February 26, 2025, which vest in four equal annual installments beginning on February 26, 2026, and upon vesting, will each be settled by delivery of one share of common stock, an equivalent amount of cash, or a combination thereof. Represents restricted stock units originally granted on February 27, 2024, which vest in four equal annual installments beginning on February 27, 2025, and upon vesting, will each be settled by delivery of one share of common stock, an equivalent amount of cash, or a combination thereof. Represents shares withheld to pay taxes applicable to vesting of restricted stock units.

Form 4 Insider Transactions: What Each Field Means →

03/02/2026 - 07:54 PM

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Schiesl Andrew R

(Last)

(First)

(Middle)

C/O INGERSOLL RAND INC.

525 HARBOUR PLACE DRIVE, SUITE 600

(Street)

DAVIDSON

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)
02/26/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/26/2026		M		937	A	⁽¹⁾	13,778	D
Common Stock	02/26/2026		F⁽³⁾		407	D	$94.53	13,371	D
Common Stock	02/27/2026		M		813	A	⁽²⁾	14,184	D
Common Stock	02/27/2026		F⁽³⁾		353	D	$94.14	13,831	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	02/26/2026		M			937	⁽¹⁾	⁽¹⁾	Common Stock	937	$0	2,811	D
Restricted Stock Units	⁽²⁾	02/27/2026		M			813	⁽²⁾	⁽²⁾	Common Stock	813	$0	1,625	D

Explanation of Responses:

1. Represents restricted stock units originally granted on February 26, 2025, which vest in four equal annual installments beginning on February 26, 2026, 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 27, 2024, which vest in four equal annual installments beginning on February 27, 2025, 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.

Remarks:

Title: Senior Vice President, General Counsel, Chief Compliance Officer and Secretary

	/s/ Andrew Schiesl	03/02/2026
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What transactions did Ingersoll Rand (IR) officer Andrew R. Schiesl report on this Form 4?

Andrew R. Schiesl reported RSU vesting and related share activity, not open-market trades. Restricted stock units granted in 2024 and 2025 vested into common stock, with some shares withheld and disposed of solely to satisfy associated tax liabilities.

Were the Ingersoll Rand (IR) Form 4 transactions open-market purchases or sales?

The transactions were not open-market purchases or sales. Shares resulted from RSU vesting at no exercise price, and certain shares were disposed of under code F, indicating withholding to pay taxes due on the vesting, rather than discretionary selling.

How many Ingersoll Rand (IR) common shares did Andrew R. Schiesl hold after these transactions?

After the reported activity, Andrew R. Schiesl directly held 13,831 shares of Ingersoll Rand common stock. This reflects RSU conversions into shares and the concurrent withholding of a portion of those shares to cover tax obligations tied to the vesting events.

What do the RSU grants reported by Ingersoll Rand (IR) for Andrew R. Schiesl look like?

The RSUs were originally granted on February 27, 2024 and February 26, 2025. Each grant vests in four equal annual installments beginning one year after grant, with each vested unit settled in one share of common stock, cash, or a combination.

How many restricted stock units did Andrew R. Schiesl hold in Ingersoll Rand (IR) after the Form 4 transactions?

Following the vesting and conversion transactions, Andrew R. Schiesl directly held 2,811 restricted stock units. These remaining RSUs reflect unvested or not-yet-settled awards that will convert into common stock, cash, or a combination upon future vesting dates.