Ingersoll Rand (IR) 10-K risk factor changes: FY2023 vs FY2022

Any sustained weakness in demand for our products and services resulting from a contraction or uncertainty in the global [removed: economy, including due to the impact of the COVID-19 pandemic,] [added: economy] could adversely impact our revenues and profitability.

[added: If any of these systems fail, whether caused by fire, other] natural disaster, power or telecommunications failure, acts of cyber [removed: terrorism or war] [added: terrorism, war, ransomware] or otherwise, or they do not function correctly, we could suffer financial loss, business disruption, liability to our customers, regulatory intervention or damage to our reputation.

For the year ended December 31, [removed: 2022, approximately 59%] [added: 2023, 58%] of our revenues were from customers in countries outside of the United States.

Non-U.S. operations and United States export sales could be adversely affected as a result of: political or economic instability in certain countries; differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in enforcement of contract rights; credit risks; currency fluctuations, in particular, changes in currency exchange rates between the U.S. dollar, Euro, British Pound and the Chinese Renminbi; exchange controls; changes in and uncertainties with respect to tariffs and import/export trade restrictions (including changes in United States trade policy toward other countries, such as the imposition of tariffs and the resulting consequences), as well as other changes in political policy in the United States, China, the U.K. and certain European countries (including the impacts of the U.K.’s [removed: national referendum resulting in the U.K.’s] withdrawal from the European Union); royalty and tax increases; nationalization of private enterprises, especially in China where we have material operations, supply chain dependencies and hold material cash balances; civil unrest and protests, strikes, acts of terrorism, war or other armed [removed: conflict;] [added: conflict (including the Russia-Ukraine war and the Israel-Hamas conflict);] shipping products during times of crisis or war; and other factors inherent in foreign operations.

[removed: As we expand our business globally, our] success will depend, in large part, on our ability to anticipate and effectively manage these risks associated with our international operations.

If we are unable to anticipate our competitors’ development of new products and services, identify customer needs and preferences on a timely basis, or successfully introduce new products and services or modify existing products and service offerings in response to such [added: competitive factors, we could lose customers to competitors.]

[removed: Shareholder and] [added: Shareholder,] customer [added: and regulatory agency] emphasis on environmental, social, and governance responsibility may impose additional costs on us or expose us to new risks.

We may incur increased costs and may be exposed to new risks responding to these higher [removed: expectations.][added: expectations and requirements.]

[removed: Acquisitions and] [added: Acquisitions, including] integrating such [removed: acquisitions] [added: acquisitions, and dispositions] create certain risks and may affect our operating results.

A significant portion of our revenue, [removed: approximately 56%] [added: 55%] for the year ended December 31, [removed: 2022,] [added: 2023,] is denominated in currencies other than the U.S. dollar.

Our ability to develop new products based on technological innovation, including those that [added: incorporate artificial intelligence or] drive sustainability, energy reduction and the reduction and/or recycling of water in our customers’ processes, can affect our competitive position and often requires the investment of significant resources.

Difficulties or delays in research, development or production of new products and technologies, or failure to gain market acceptance of new products and technologies, may significantly reduce future [added: revenues and materially and adversely affect our competitive position.]

Our success depends on our [removed: executive management] [added: ability to attract, retain] and [removed: other] [added: develop] key personnel and [removed: our ability to attract and retain top] [added: other] talent throughout the Company.

Our future success depends [removed: to a significant degree] on the skills, experience and efforts of our executive management and other key personnel and their ability to provide us with uninterrupted leadership and direction.

Our future success also depends on our ability to attract, retain and develop qualified personnel at all levels of the [removed: organization.][added: organization, including skilled labor.]

The availability of [removed: highly qualified talent] [added: skilled labor needed for the design and production of our products and delivery of services] is limited in a number of [removed: the jurisdictions] [added: locations] in which we operate, and the competition for talent is robust.

Further, the specific future impacts of the Tax Act [added: and Pillar 2] on holders of our common shares are uncertain and could in certain instances be adverse.

As of December 31, [removed: 2022,] [added: 2023,] we had [removed: approximately 17,000] [added: over 18,000] employees of which approximately [removed: 5,000] [added: 6,200] were located in the United States.

Of those employees located outside of the United States, a significant portion are represented by works councils and labor unions, and of those employees located in the United States, approximately [removed: 270] [added: 390] are represented by labor unions.

These laws and regulations include import and export control, environmental, health and safety regulations, data privacy requirements, international labor laws and work councils and [removed: anti-][added: anti-corruption and bribery laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the U.N. Convention Against Bribery and local laws prohibiting corrupt payments to government officials.]

We incurred restructuring charges of [removed: $29.3] [added: $19.9] million and [removed: $13.4] [added: $29.3] million in the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021, respectively.]

A natural disaster, catastrophe, [removed: pandemic] [added: pandemic, geopolitical tensions] or other event could adversely affect our operations.

In addition, disruptions in our supply chain due to natural disasters (including but not limited to those as a result of climate change), catastrophes, [removed: pandemic] [added: pandemics (such as COVID-19)] or other events could reduce our ability to produce products and satisfy customer demand.

Any changes in such customers’ purchasing practices, or decline in such customers’ financial condition, may have a material adverse impact on our business, results of [added: operations and financial condition.]

[removed: However, future developments, including, without limitation, potential insolvencies of insurance companies or other] defendants, an adverse determination in the Adams County Case, or other inability to collect from our historical insurers or indemnitors, could cause a different outcome.

[added: Accordingly, the resolution of pending or] future lawsuits may have a material adverse effect on our consolidated financial position, results of operations or liquidity.

As of December 31, [removed: 2022,] [added: 2023,] the net carrying value of goodwill and other intangible assets, net represented [removed: $9.6] [added: $10.2] billion, or [removed: 65%,] [added: 66%,] of our total assets.

As of December 31, [removed: 2022,] [added: 2023,] our projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by [removed: an aggregate of approximately $146.1] [added: $150.8] million (“unfunded status”).

As of December 31, [removed: 2022,] [added: 2023,] we had total indebtedness of [removed: $2,752.6] [added: $2,723.6] million, and we had availability under the Revolving Credit Facility of [removed: $1,100] [added: $2,000] million.

Our [removed: high] level of debt could have [removed: important] [added: adverse] consequences, including: making it more difficult for us to satisfy our obligations with respect to our debt; limiting our ability to obtain additional financing to fund future working capital, capital expenditures, investments or acquisitions, or other general corporate requirements; requiring a substantial portion of our cash flows to be dedicated to debt service payments instead of other purposes, thereby reducing the amount of cash flows available for working capital, capital expenditures, investments or acquisitions and other general corporate purposes; increasing our vulnerability to adverse changes in general economic, industry and competitive conditions; exposing us to the risk of increased interest rates as certain of our borrowings, including borrowings under the Senior Secured Credit Facilities, are at variable rates of interest; limiting our flexibility in planning for and reacting to changes in the industries in which we compete; placing us at a disadvantage compared to other, less leveraged competitors; increasing our cost of borrowing; and hampering our ability to execute on our growth strategy.

For a complete description of the Company’s credit facilities and [added: Senior Notes and] definitions of capitalized terms used in this section, see Note 11 “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K.

This could further exacerbate the risks to our financial [removed: condition described above.][added: condition.]

The terms of the credit agreement governing the Senior Secured Credit Facilities [added: (as amended, the "Credit Agreement")] may restrict our current and future operations, particularly our ability to respond to changes or to take certain actions.

If the financial institutions that are part of the syndicate of our Revolving Credit Facility [added: (as defined herein)] fail to extend credit under our Revolving Credit Facility, our liquidity and results of operations may be adversely affected.

As we expand our business globally, our

Regulatory agencies may determine that we are not in compliance with environmental laws or regulations.

The Organization for Economic Co-operation and Development (“OECD”) has a framework to implement a global minimum corporate tax of 15% for companies with global revenues and profits above certain thresholds (referred to as Pillar 2), with certain aspects of Pillar 2 effective January 1, 2024 and other aspects effective January 1, 2025.

While it is uncertain whether the U.S. will enact legislation to adopt Pillar 2, certain countries in which we operate have adopted legislation, and other countries are in the process of introducing legislation to implement Pillar 2.

We do not expect Pillar 2 to have a material impact but we continue to monitor the tax law changes surrounding Pillar 2.

2022, respectively.

However, future developments, including, without limitation, potential insolvencies of insurance companies or other

Our financial performance depends, in large part, on conditions in the markets we serve and on the general condition of the global economy, which impacts these markets.

The COVID-19 pandemic could have a material and adverse effect on our business, results of operations and financial condition in the future.

COVID-19 is a continuously evolving situation that has and could continue to impact the global economy in adverse or unpredictable ways.

Our operating results will be subject to fluctuations based on general economic conditions, and the extent to which COVID-19 may ultimately impact our business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the geographic spread of the disease, the emergence of variants, availability of vaccines and treatments and the duration of the outbreak and business closures or business disruptions for our Company, our suppliers and our customers.

The scale and scope of the COVID-19 pandemic may heighten the potential adverse effects on our business, operating results, cash flows and/or financial condition, described in the other risk factors contained in this report.

For example, we have exposure to the risks associated with instability in the global economy and financial markets, which may negatively impact our revenues, liquidity, suppliers and customers.

The impact of the COVID-19 pandemic has, at times, caused a decrease in demand for our products and services.

A sustained weakness in demand for our products and services resulting from a contraction or uncertainty in the global economy due to the impact of the COVID-19 pandemic could adversely impact its revenues and profitability.

In addition, the impact of the COVID-19 pandemic on the financial condition of our customers has and could in the future make them unable to pay for a product or service when payments become due, or they may decide not to pay us, either as a matter of corporate decision-making or in response to changes in local laws and regulations.

Although historically not material, we cannot be certain that, in the future, expenses or losses for uncollectible amounts will not have a material adverse effect on our revenues, earnings and cash flows.

Further, we sell a significant portion of our products through independent distributors and sales representatives.

The loss of, or disruption in, our distribution network in connection with the COVID-19 pandemic could have a negative impact on our abilities to ship products, meet customer demand and otherwise operate our business.

In addition to the foregoing, the COVID-19 pandemic could also exacerbate or trigger other risks discussed herein, any of which could have a material and adverse effect on our business, results of operations and financial condition.

Due to the COVID-19 pandemic, we may experience different and additional risks not discussed herein such as increased medical, emergency or other leave.

An extended period of remote working by our employees could strain our technology resources and introduce operational risks, including heightened cybersecurity risk.

Remote working environments may be less secure and more susceptible to hacking attacks, including phishing and social engineering attempts that seek to exploit the COVID-19 pandemic.

Further, we are experiencing increased costs and expenses, including as a result of (i) conducting daily “fitness-for-duty” assessments for all employees, including temperature and symptoms checks and providing personal protective equipment; (ii) the expansion of benefits to our employees, including the provision of additional paid time off for employees who have contracted COVID-19 or are required to be quarantined; and (iii) implementing increased health and safety protocols at all our facilities, including increased cleaning/sanitization of workspaces, restricting visitor access, mandating social distancing guidelines and increasing the availability of sanitization products.

U.S and international government responses to the COVID-19 outbreak have included “shelter in place”, “stay at home” and similar types of orders.

These orders typically exempt certain individuals and businesses needed to maintain continuity of operations of critical infrastructure sectors or that are deemed “essential” or contain similar exceptions and exemptions.

Although we believe we are currently considered an “essential” business in our operating markets, if any of the applicable exceptions or exemptions are curtailed or revoked in the future, that would adversely impact our business, operating results and financial condition.

Furthermore, to the extent these exceptions or exemptions do not extend to our key suppliers and customers, this would also adversely impact our business, operating results and financial condition.

If any of these systems fail, whether caused by fire, other

competitive factors, we could lose customers to competitors.

revenues and materially and adversely affect our competitive position.

The inability to realize any anticipated tax benefits related to our operations and corporate structure could have a material adverse impact on our results of operations, financial condition and cash flows.

corruption and bribery laws such as the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, the U.N. Convention Against Bribery and local laws prohibiting corrupt payments to government officials.

operations and financial condition.

We may not realize all of the expected benefits of the acquisition of and merger with Ingersoll Rand Industrial.

The anticipated benefits of the Ingersoll Rand Industrial acquisition may not be realized fully or at all and may take longer to realize than expected.

The integration process is complex, costly and time-consuming, which could adversely affect our businesses, financial results and financial condition.

The merger may not result in the realization of the full benefits of anticipated cost synergies, innovation, operational efficiencies and incremental revenue growth opportunities that we expect to realize or these benefits may not be achieved within a reasonable period of time.

Moreover, the combined company may be unable to implement its business strategy or retain and hire key personnel.

See also “Risks Related to Our Business—Acquisitions and integrating such acquisitions create certain risks and may affect our operating results.”

Dispositions create certain risks and may affect our operating results.

On February 14, 2021, the Company entered into an agreement to sell its majority interest in High Pressure Solutions to private equity firm American Industrial Partners.

In exchange for its majority interest of 55%, the Company received net cash proceeds of $278.3 million and retained a 45% common equity interest in the newly-formed entity comprising the HPS business.

This sale was substantially completed on April 1, 2021.

On April 9, 2021, the Company entered into an agreement to sell Specialty Vehicle Technologies to private equity firm Platinum Equity Advisors, LLC (“Platinum Equity”) for $1.68 billion in cash.

The sale was substantially completed on June 1, 2021 and concluded in the third quarter of 2022.

See Note 3 “Discontinued Operations” of Notes to Consolidated Financial Statements for additional information related to these transactions.

Ingersoll Rand is a global market leader with a broad range of innovative and mission-critical air, fluid, [added: clean] energy and medical technologies, providing services and solutions to increase industrial productivity and efficiency.

We have sales in all major geographic markets and our diverse customer base utilizes our products across a wide array of end-markets that have favorable near- and long-term growth prospects, including industrial manufacturing, [added: clean] energy, transportation, medical and laboratory sciences, food and beverage packaging and chemical processing.

To support our customers and market presence, we maintain significant global scale with [removed: 66] [added: over 60] key manufacturing facilities, [removed: approximately 38] [added: and over 40] complementary service and repair centers across six continents and [removed: approximately 17,000] [added: over 18,000] employees worldwide as of December 31, [removed: 2022.][added: 2023.]

As a result, our aftermarket revenue is significant, representing [removed: 35.2%] [added: 35.8%] of total Company revenue in [removed: 2022.][added: 2023.]

Amortization of intangible assets includes the periodic amortization of intangible [removed: assets —] [added: assets,] including customer relationships, tradenames, developed technology, backlog and internal-use software.

We are subject to income tax in [removed: approximately 47] [added: 49] jurisdictions outside of the United States.

A significant portion of our revenues, [removed: approximately 56%] [added: 55%] for the year ended December 31, [removed: 2022,] [added: 2023,] was denominated in currencies other than the U.S. dollar.

[removed: Restructuring] [added: | Restructuring] and [removed: Other Business Transformation Initiatives][added: related business transformation costs(c) | | | 22.9 | | | | | | 32.3 | | |]

[removed: Stock-Based Compensation Expense][added: | Stock-based compensation(e) | | | 51.9 | | | | | | 85.6 | | |]

[removed: For] [added: (a)Depreciation expense excludes $3.7 million and $3.4 million of depreciation of rental equipment for] the years ended December 31, [removed: 2022 and 2021, we incurred stock-based compensation expense of approximately $78.9 million] [added: 2023] and [removed: $87.2 million,] [added: 2022,] respectively.

This section discusses our results of continuing operations for the year ended December 31, [removed: 2022] [added: 2023] as compared to the year ended December 31, [removed: 2021.][added: 2022.]

For a discussion and analysis of the year ended December 31, [removed: 2021,] [added: 2022,] compared to the same in [removed: 2020,] [added: 2021,] please refer to the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 of our Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] filed with the SEC on February [removed: 25, 2022.][added: 21, 2023.]

Consolidated Results of Operations for the Years Ended December 31, [removed: 2022] [added: 2023] and [removed: 2021][added: 2022]

| Revenues | | | $ | [removed: 5,916.3] [added: 6,876.1] | | | | | $ | [removed: 5,152.4] [added: 5,916.3] | |

| Cost of sales | | | [removed: 3,590.7] [added: 3,993.9] | | | | | | [removed: 3,163.9] [added: 3,590.7] | | |

| Gross Profit | | | [removed: 2,325.6] [added: 2,882.2] | | | | | | [removed: 1,988.5] [added: 2,325.6] | | |

| Selling and administrative expenses | | | [removed: 1,095.8] [added: 1,272.7] | | | | | | [removed: 1,028.0] [added: 1,095.8] | | |

| Amortization of intangible assets | | | [removed: 347.6] [added: 367.5] | | | | | | [removed: 332.9] [added: 347.6] | | |

| Other operating expense, net | | | [removed: 64.9] [added: 77.7] | | | | | | [removed: 61.9] [added: 64.9] | | |

| Operating Income | | | [removed: 817.3] [added: 1,164.3] | | | | | | [removed: 565.7] [added: 817.3] | | |

| Interest expense | | | [removed: 103.2] [added: 156.7] | | | | | | [removed: 87.7] [added: 103.2] | | |

| Loss on extinguishment of debt | | | [removed: 1.1] [added: 13.5] | | | | | | [removed: 9.0] [added: 1.1] | | |

| Other income, net | | | [removed: (29.2)] [added: (37.0)] | | | | | | [removed: (44.0)] [added: (29.2)] | | |

| Income Before Income Taxes | | | [removed: 742.2] [added: 1,031.1] | | | | | | [removed: 513.0] [added: 742.2] | | |

| [removed: Provision] [added: Provision] (benefit) for income [removed: taxes] [added: taxes] | | | [removed: 149.6] [added: $] | [added: 240.0] | | | | | [removed: (21.8)] [added: $] | [added: 149.6] | |

| Income (loss) on equity method investments | | | [removed: 0.7] [added: (6.0)] | | | | | | [removed: (11.4)] [added: 0.7] | | |

| Income from Continuing Operations | | | [removed: 593.3] [added: 785.1] | | | | | | [removed: 523.4] [added: 593.3] | | |

| Income from discontinued operations, net of tax | | | [removed: 15.2] [added: —] | | | | | | [removed: 41.6] [added: 15.2] | | |

| Net Income | | | [removed: 608.5] [added: 785.1] | | | | | | [removed: 565.0] [added: 608.5] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: 3.8] [added: 6.4] | | | | | | [removed: 2.5] [added: 3.8] | | |

| Net Income Attributable to Ingersoll Rand Inc. | | | $ | [removed: 604.7] [added: 778.7] | | | | | $ | [removed: 562.5] [added: 604.7] | |

| Gross profit | | | [removed: 39.3] [added: 41.9] | | % | | | | [removed: 38.6] [added: 39.3] | | % |

| Selling and administrative expenses | | | 18.5 | | % | | | | [removed: 20.0] [added: 18.5] | | % |

| Operating income | | | [removed: 13.8] [added: 16.9] | | % | | | | [removed: 11.0] [added: 13.8] | | % |

| Income from continuing operations | | | [removed: 10.0] [added: 11.4] | | % | | | | [removed: 10.2] [added: 10.0] | | % |

| Adjusted EBITDA(1) | | | [removed: 24.3] [added: 26.0] | | % | | | | [removed: 23.1] [added: 24.3] | | % |

| Adjusted EBITDA(1) | | | $ | [removed: 1,434.8] [added: 1,786.8] | | | | | $ | [removed: 1,191.9] [added: 1,434.8] | |

| Adjusted net income(1) | | | [removed: 971.7] [added: 1,215.8] | | | | | | [removed: 881.4] [added: 971.7] | | |

| Cash flows - operating activities | | | [removed: 865.4] [added: 1,377.4] | | | | | | [removed: 627.8] [added: 865.4] | | |

| Cash flows - investing activities | | | [removed: (337.3)] [added: (1,060.5)] | | | | | | [removed: (1,029.4)] [added: (337.3)] | | |

| | | | 2023 | | | | | | 2022 | | |

The increase was primarily attributable to amortization of intangible assets recognized for acquisitions completed in 2023, most notably the Air Treatment and Roots acquisitions.

In addition, there was an increase in valuation allowance against interest carried forward and a change in tax law guidance causing additional increases in tax cost.

| | | | 2023 | | | | | | 2022 | | |

| Cybersecurity incident costs | | | 2.3 | | | | | | — | | |

| Interest expense | | | $ | 156.7 | | | | | $ | 103.2 | |

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | |

| | | | 2023 | | | | | | 2022 | | | | | | 2023 vs. 2022 | | |

2023 vs. 2022

Segment Orders for 2023 were $1,203.5 million, a decrease of $44.0 million, or 3.5%, compared to $1,247.5 in 2022.

Income from discontinued operations, net of tax was $15.2 million for the year ended December 31, 2022 and consisted primarily of benefits for income taxes of $14.7 million and a gain on sale of $2.8 million, partially offset by expenses incurred to finalize separation and fulfill transition services.

| Revenues | | | $ | 1,629.3 | | | | | $ | 1,686.5 | | | | | $ | 1,738.9 | | | | | $ | 1,821.4 | | | | | $ | 1,337.0 | | | | | $ | 1,439.9 | | | | | $ | 1,515.7 | | | | | $ | 1,623.7 | |

| Loss on extinguishment of debt | | | — | | | | | | 0.9 | | | | | | 12.6 | | | | | | — | | | | | | — | | | | | | 1.1 | | | | | | — | | | | | | — | | |

| Cybersecurity incident costs | | | — | | | | | | 2.2 | | | | | | 0.1 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |

| | | | 2023 | | | | | | 2022 | | |

Our business may not generate sufficient cash flows from operations or future borrowings may not be available to us under our Revolving Credit Facility in an amount sufficient to enable us to pay our indebtedness, or to fund our other liquidity needs.

| | | | 2023 | | | | | | 2022 | | |

The decrease in inventory was primarily attributable to improved inventory management, partially offset by acquisitions completed in 2023.

| | | | 2023 | | | | | | 2022 | | |

The excess of the

*Impairment of Other Intangible Assets*

Impairment of other intangible assets represents the recognition of non-cash charges to reduce the carrying value of intangible assets other than goodwill to their fair value.

The COVID-19 Pandemic and Related Supply Chain Disruptions

We continue to assess and actively manage the impact of the COVID-19 pandemic on our global operations and also the operations of our suppliers and customers.

In order to position ourselves to fulfill demand, we continue to monitor the supply chain closely and take proactive steps to ensure continuity of supply.

We are adhering to all state and country mandates and guidelines wherever we operate.

We have taken certain actions to reduce costs and preserve cash given the uncertain environment.

The substantial majority of our production sites have remained fully operational this year.

Certain facilities, including several manufacturing sites in China, have recently experienced interruptions in production due to outbreaks of COVID-19 infections and subsequent government restrictions.

These interruptions have contributed to component shortages and other supply chain constraints that may limit our ability to fulfill customer orders within desired lead times, both directly in the Asia Pacific region and indirectly in other regions.

The degree to which the pandemic will continue to impact our operations, and the operations of our customers and suppliers remains uncertain.

See “The COVID-19 pandemic could have a material and adverse effect on our business, results of operations and financial condition in the future” in Part II Item 1A.

“Risk Factors” included elsewhere in this Form 10-K.

We continue to implement business transformation initiatives.

A key element of those business transformation initiatives was restructuring programs within our Industrial Technologies and Services and Precision and Science Technologies segments, as well as at the Corporate level.

Restructuring charges, program related facility reorganization, relocation and other costs, and related capital expenditures were impacted most significantly.

Subsequent to the acquisition of Ingersoll Rand Industrial, we announced a restructuring program (“2020 Plan”) to drive efficiencies and synergies, reduce the number of facilities and optimize operating margin within the merged Company.

For the years ended December 31, 2022 and 2021, $29.3 million and $13.4 million, respectively, were charged to expense related to this restructuring program.

Through December 31, 2022, we recognized expense related to the 2020 Plan of $98.8 million, $15.6 million and $11.3 million for Industrial Technologies and Services, Precision and Science Technologies and Corporate, respectively.

The decrease from 2021 was primarily due to the $150 million equity grant to nearly 16,000 employees worldwide announced in the third quarter of 2020 becoming fully vested in the third quarter of 2022.

See Note 18 “[Stock-Based Compensation](#i48952da8ea6144a9985b4917ee215c15_331)” to our audited consolidated financial statements included elsewhere in this Form 10-K for further discussion around our stock-based compensation expense.

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | 2022 | | | | | | 2021 | | |

The increase was primarily the result of recognizing a full year of amortization of assets acquired in the second half of 2021, partially offset by the impact of foreign currency translation.

In addition, the 2021 provision and rate were reduced by the release of unrecognized tax reserves as a result of the lapse of the limitation on statutes, a benefit associated with the final settlement on the merger transaction, and the utilization of excess foreign tax credits as a result of restructuring benefits recognized in 2021.

All of these items were one-time impacts to the 2021 tax provision and effective tax rate.

million.

| Stock-based compensation(e) | | | 85.6 | | | | | | 95.9 | | |

(a)Depreciation expense excludes $3.4 million and $4.1 million of depreciation of rental equipment for the years ended December 31, 2022 and 2021, respectively.

| Other, net | | | — | | | | | | 2.3 | | |

| Total restructuring and related business transformation costs | | | $ | 32.3 | | | | | $ | 18.8 | |

Represents stock-based compensation expense recognized for the year ended December 31, 2021 of $87.2 million and associated employer taxes of $8.7 million.

percentage basis, the impact of foreign currency fluctuations on Segment Orders, Segment Revenues and Segment Adjusted EBITDA growth.

Segment Orders for 2022 were $1,247.5 million, an increase of $161.8 million, or 14.9%, compared to $1,085.7 in 2021.

Results of Discontinued Operations - SVT

The following table presents selected Consolidated Results of Operations of our business for the years ended December 31, 2022 and 2021.

| | | | Years Ended December 31, | | | | | | | | |

| Revenues | | | $ | 6.6 | | | | | $ | 430.9 | |

| Cost of sales | | | 6.5 | | | | | | 321.3 | | |

We manage our exposure to interest rate risk by maintaining a mixture of fixed and variable [removed: debt, and] [added: debt and, at times,] use pay-fixed interest rate swaps and interest rate caps as cash flow hedges of our variable rate debt in order to adjust the relative fixed and variable portions.

As of December 31, [removed: 2022,] [added: 2023,] we had variable rate debt outstanding of [removed: $2,749.8] [added: $1,240.7] million, [removed: substantially] all of which was incurred under our Senior Secured Credit [removed: Facility, under which an aggregate of $2,749.8 million was outstanding under the $1,900.0 million Dollar Term Loan B and $927.6 million Dollar Term Loan.][added: Facility.]

Based on prevailing rates at December 31, [removed: 2022,] [added: 2023,] the weighted average interest rate was [removed: approximately 5.9%.][added: 7.2%.]

As of December 31, [removed: 2022,] [added: 2023,] SOFR was higher than the 0% floor.

[removed: We] [added: At times we] use interest rate swaps and interest rate caps to offset or mitigate our exposure to interest rate movements.

[removed: These] [added: The] outstanding interest rate [removed: swap and interest rate cap contracts] [added: swaps] qualify and are designated as cash flow hedges of forecasted SOFR-based interest payments.

As of December 31, [removed: 2022,] [added: 2023,] we were a fixed rate payer on two fixed-floating interest rate swap contracts that effectively fixed the SOFR-based index used to determine the interest rates charged on our SOFR-based variable rate [removed: borrowings and we have three interest rate cap contracts that effectively limit the SOFR-based index used to determine the interest rates charged on a total of $1,000.0 million of the Company’s SOFR-based variable rate borrowings to 4.0%.][added: borrowings.]

The following table presents the impact of hypothetical changes in market interest rates across the yield curve by 100 basis points, including the effect of our interest rate swaps and caps for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] on our interest expense.

| 100 basis points | | | $ | [removed: 12.3] [added: 7.4] | | | | | $ | [removed: 30.1] [added: 12.3] | |

| (100) basis points(1) | | | [removed: (21.4)] [added: (7.4)] | | | | | | [removed: (2.5)] [added: (21.4)] | | |

(1)A decrease in interest rates would not have impacted our interest expense in 2022 [removed: or 2021] on EURO debt which was lower than the 0% base rate floor under the Senior Secured Credit Facility for the entire fiscal year [removed: 2022 and 2021,] [added: 2022,] but would have impacted interest expense in 2022 [removed: and 2021] on SOFR or LIBOR debt, for the respective period, which was higher than the 0% based rate floors under the Senior Secured Credit Facility for the year ended December 31, [removed: 2022 and 2021.][added: 2022.]

In [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] the relative strengthening of the U.S. dollar against foreign currencies had a unfavorable impact on our revenues and results of operations.

The table below presents the percentage of revenues and gross profit by functional currency for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021.][added: 2022.]

| Year Ended December 31, [removed: 2021] [added: 2023] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | [removed: 41] [added: 45] | | % | | | | [removed: 27] [added: 26] | | % | | | | [removed: 16] [added: 13] | | % | | | | 4 | | % | | | | 12 | | % |

| Gross profit | | | [removed: 42] [added: 45] | | % | | | | [removed: 28] [added: 27] | | % | | | | [removed: 17] [added: 14] | | % | | | | 3 | | % | | | | [removed: 10] [added: 11] | | % |

These currency translation effects and offsetting impacts of our derivatives for the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] are summarized in Note 14 “Accumulated Other Comprehensive Income (Loss)” to our audited consolidated financial statements included elsewhere in this Form 10-K.

[removed: As of December 31, 2022,] [added: For periods where] we [removed: were party to three] [added: do have] foreign currency forward [removed: contracts, all of which] [added: contracts in place, they] are carried on our balance sheet at fair value.

The table below presents, for the year ended December 31, [removed: 2022,] [added: 2023,] the hypothetical effect of a 10% appreciation in the average exchange rate of the U.S. dollar relative to the principal foreign currencies in which our revenues and gross profit are denominated.

| | | | Year Ended December 31, [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

No interest rate caps were outstanding as of December 31, 2023.

| | | | 2023 | | | | | | 2022 | | |

As of December 31, 2023, we were not party to any foreign currency forward contracts.

| Revenues | | | $ | 176.5 | | | | | $ | 92.3 | | | | | $ | 27.3 | |

| Gross profit | | | 77.8 | | | | | | 41.6 | | | | | | 8.6 | | |

| | | | 2022 | | | | | | 2021 | | |

| Revenues | | | $ | 148.7 | | | | | $ | 90.3 | | | | | $ | 24.3 | |

| Gross profit | | | 60.1 | | | | | | 39.9 | | | | | | 7.9 | | |

We are a global market leader with a broad range of innovative and mission-critical air, [removed: fluid, energy] [added: gas, liquid,] and [removed: medical] [added: solid flow creation] technologies, providing services and solutions to increase industrial [removed: productivity] [added: productivity, efficiency,] and [removed: efficiency.][added: sustainability.]

Our products are sold under more than [removed: 40] [added: 80] market-leading brands, including Ingersoll Rand and Gardner Denver, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.

We are driven by an entrepreneurial spirit and ownership mindset, dedicated to helping make life better for our employees, [removed: customers] [added: customers, the planet,] and [removed: communities.][added: our shareholders.]

We have sales in all major geographic markets and our diverse customer base utilizes our products across a wide array of end-markets, including [removed: industrial manufacturing, energy, transportation, medical and laboratory] [added: life] sciences, food and beverage [removed: packaging] [added: production, clean energy, industrial manufacturing, infrastructure, water] and [removed: chemical processing.][added: wastewater treatment, and many others.]

As a result, our customers place a high value on our application expertise, product [added: reliability and the responsiveness of our service.]

To support our customers and market presence, we maintain significant global scale with [removed: 66] [added: over 60] key manufacturing facilities, [removed: approximately 38] [added: and over 40] complementary service and repair centers across six continents and [removed: approximately 17,000] [added: over 18,000] employees worldwide as of December 31, [removed: 2022.][added: 2023.]

Customers place a high value on minimizing any time their operations are [removed: offline.][added: offline, reducing their operating expenses, and improving the sustainability of their processes.]

[removed: Our large installed base of] products provides a recurring revenue stream through our aftermarket parts, consumables and services offerings.

As a result, our aftermarket revenue is significant, representing [removed: 35.2%] [added: 35.8%] of total Company revenue in [removed: 2022.][added: 2023.]

We primarily sell under the Ingersoll Rand, Gardner Denver, Nash, CompAir, Elmo Rietschle, [removed: Robuschi, Emco Wheaton] and [removed: Runtech Systems] [added: over 30 other] brands.

Our vacuum products and blowers also cover the full technology spectrum; vacuum technologies include side channel, liquid ring, claw vacuum, screw, turbo and rotary vane vacuum pumps among others, while blower technologies include rotary [removed: lobe blowers,] [added: lobe,] screw, claw and vane, side channel and radial blowers.

These offerings are sold under brands that are highly recognized in their end markets including Air Dimensions, Albin, ARO, Dosatron, Haskel, [added: Ingersoll Rand,] LMI, Maximus, Milton Roy, MP, Oberdorfer, Seepex, Thomas, Welch, Williams, YZ and [removed: Zinnser] [added: Zinsser] Analytic.

Our customer base is composed of a wide range of end users in markets including [removed: medical,] life sciences, industrial manufacturing, water [removed: and waste water, chemical processing, energy, food and beverage, agriculture and others.]

We completed or announced the acquisition of several businesses during [removed: 2022,] [added: 2023,] including the following:

- In [removed: October 2022,] [added: January 2023,] we [removed: announced] [added: completed] the acquisition of SPX FLOW's Air Treatment business [removed: in an all-cash transaction] [added: for cash consideration] of [removed: approximately $525] [added: $519.0] million.

We repurchased [removed: $261.1] [added: $263.0] million of our common stock during the year ended December 31, [removed: 2022 which consisted primarily] [added: 2023, including $249.6 million] of repurchases under our share repurchase [removed: program of $257.3 million.][added: program.]

During the year ended December 31, [removed: 2022,] [added: 2023,] we had [removed: principal payments] [added: net repayments] on long-term debt of [removed: $655.6] [added: $27.6] million.

The Company paid cash dividends on our common stock of $32.4 million during the year ended December 31, [removed: 2022.][added: 2023.]

Compression, vacuum and blower products are used in a wide spectrum of applications in nearly all manufacturing and industrial facilities and many service and process [added: industries in a variety of end-markets, including clean energy, life sciences, food and beverage production, general manufacturing, infrastructure, and others.]

The Precision and Science Technologies segment designs, manufactures and markets a broad range of [removed: flow control products] [added: niche fluidics solutions] for the [added: life sciences, food and beverage,] water and wastewater, [removed: food & beverage,] [added: general manufacturing,] chemical processing, [removed: precision irrigation,] [added: clean] energy, [removed: medical equipment, laboratory vacuum] and [removed: automated liquid handling end-markets.][added: other end markets.]

In the [removed: medical and] life sciences end-market, our gas and liquid pumps are used for a wide range of applications, such as aspirators, blood analyzers, compression therapy, dialysis machines, gas monitors, ventilators, and scientific instrumentation within in vitro diagnostics and R&D laboratories.

Equipment controls and software are of increasing importance in our flow control applications for both the optimization of current systems as well as to enable the [removed: anticipated] Industrial Internet of Things (“IIOT”) evolution.

Our principal competitors in sales of compression, vacuum and blower products include Atlas [removed: Copco AB, Flowserve Corporation,] [added: Copco, Flowserve,] IDEX Corporation and Kaeser [removed: Compressors, Inc. Our principal competitors in sales of fluid transfer equipment include Dover Corporation, SVT GmbH and TechnipFMC plc.][added: Compressors.]

Competition in the [removed: market] [added: markets] served by our Precision and Science Technologies segment is primarily based on product quality and performance, as most products must be qualified by the customer for a particular use.

Our primary competitors include [removed: Dover Corporation,] [added: Dover,] Graco, IDEX Corporation, KNF Neuberger, [removed: Inc.,] Netzsch, NOV, SPX Flow, Thermo Fisher Scientific, and Watson-Marlow, [removed: Inc.,] as well as other regional and local manufacturers.

Intense customer focus is at the center of our vision of becoming the industry’s first choice for innovative and application-critical flow [removed: control and compression] [added: creation] equipment, services and solutions.

In addition to our direct sales force, we are committed to developing and supporting our global network of [removed: over 1,000] distributors and representatives who provide a competitive advantage in the markets and industries we serve.

Our customer base is diverse, and we did not have any [removed: customers] [added: customer] that individually provided more than [removed: 1%] [added: 10%] of [removed: 2022] [added: 2023] consolidated revenues.

While in the aggregate our more than [removed: 1,700] [added: 1,800] patents and our tradenames are of considerable importance to the manufacture and marketing of many of our products, we believe that the success of our business depends more on the technical competence, creativity and marketing abilities of our employees than on any individual patent or tradename, and therefore we do not consider any single patent or tradename, group of patents or tradenames, copyright or trade secret to be material to our business as a whole, except for the *Ingersoll Rand* and *Gardner Denver* tradenames.

Additionally, we purchase a large number of motors and, therefore, are also exposed to changes [added: in the price of copper, which is a primary component of motors.]

As of December 31, [removed: 2022,] [added: 2023,] we had [added: over 18,000 employees, with] approximately [removed: 17,000 employees] [added: 6,200] of [removed: which approximately 5,000 are located] [added: them working] in the United States.

[removed: Of those employees located outside of the United States, a significant portion are represented by works] [added: Works] councils and collective bargaining [removed: units;] [added: units represent a significant number] of [removed: those] employees [removed: located in] [added: outside] the United States, [added: while] approximately [removed: 270] [added: 390 employees in the United States] are represented by labor unions.

We believe that [removed: our current] [added: we maintain satisfactory] relations with [removed: employees are satisfactory.][added: our employees.]

[removed: We evaluate several metrics to] [added: To] ensure the [removed: ongoing] effectiveness of our human capital management practices, [added: we evaluate various metrics,] including voluntary turnover and engagement.

In 2022, [removed: our] [added: the] voluntary turnover [added: rate] was 13.0% and 10.2% for hourly and salaried employees, respectively.

In [removed: 2021, our] [added: 2023, the] voluntary turnover [added: rate] was [removed: 11.6%] [added: 12.2%] and [removed: 8.8%] [added: 8.7%] for hourly and salaried employees, respectively.

[removed: We have both a] [added: Our] performance management [removed: process] and [removed: a] development planning [removed: process that are connected to] [added: processes] reinforce the importance of continuous improvement over time.

[removed: Our performance management and development planning] [added: The] process begins in January with setting aligned objectives and areas of [removed: development, and is then reviewed formally at mid-year and year-end.][added: development.]

We track [added: the] completion of each phase through our human resources [removed: system,] [added: system] to ensure that each employee discusses performance and professional development with [removed: the] [added: their] respective manager.

[removed: We] [added: Per our competencies, we] evaluate performance [removed: both] in terms of what is accomplished [removed: (through] [added: through] metric [removed: achievement)] [added: achievement] and how [removed: it is accomplished (per our competencies), providing a more holistic view of effectiveness within the Company.][added: employees execute.]

Our large installed base of

and waste water, chemical processing, energy, food and beverage, agriculture and others.

- In August 2023, the Company completed the acquisition of Howden Roots LLC (“Roots”), for cash consideration of $292.5 million.

Roots is a leading manufacturer of engineered rotary and centrifugal blowers with an iconic brand developed over more than 160 years.

The net repayments included principal payments on our Dollar Term Loan B, mostly offset by proceeds from the issuance of Senior Notes.

*Cybersecurity Incident Status*

On April 27, 2023, the Company detected a cybersecurity incident that disrupted several of our information technology systems.

We immediately launched a thorough investigation with the assistance of external cybersecurity experts to assess and mitigate impacts of the incident.

The Company proactively took immediate actions to maintain business continuity and to minimize disruption to operations and customers, including isolating systems and implementing workarounds.

This incident did not have a material impact on the results of operations or cash flows from continuing operations for the year ended December 31, 2023, and we do not expect any material adverse impact to our results or cash flows in future periods.

The Company is not aware of any confidential customer information having been exfiltrated.

If the Company becomes aware of any such information having been exfiltrated, it will make appropriate notifications.

Amidst the metrics and milestones, our people play an important role in Ingersoll Rand’s success.

We aim to develop the talent of our people within a diverse and inclusive environment where we can empower them to be their best.

We conduct strategic talent reviews and succession planning annually across our businesses to ensure our employees are well-equipped to face future challenges.

We also encourage various backgrounds to help employees broaden their understanding and increase their perspective.

It is then reviewed formally at mid-year and year-end.

At Ingersoll Rand, we are steadfast in our commitment to DEI, and we understand that achieving our objectives requires a continuous focus on talent attraction, retention and engagement and development and advancement.

By prioritizing these areas, we are confident in our ability to further advance our DEI commitment and cultivate a workforce that is not only highly skilled but also reflects the rich diversity of our global community.

We strive to achieve long-term success by attracting and retaining top-quality, diverse talent, and creating an environment that allows people to reach their full potential.

Development, informal learning experiences and formal leadership programs are integral to this process.

Our Women’s Leadership Development Program (“WLDP”) is a program that includes a variety of resources, tools and learning opportunities specifically designed to provide high-performing, talented women across the company with the development and mentorship opportunities necessary to grow their careers at the company.

In the two years since its inception, the WLDP has graduated around 100 women from three cohorts from around the world with a 30% promotion rate.

Our focus on attracting and retaining an increasing number of women and underrepresented talent in leadership and professional roles is consistent with our work to build a culture of inclusion that is respectful at its core.

With the success of our WLDP, we plan to launch a similar program for our underrepresented high-potential talent in 2024.

To increase diverse representation in our global workforce, we are intentional with in the steps we take to attract, interview, and hire candidates from diverse backgrounds.

We partner with universities, key industry and professional organizations to recruit early and mid-level talent, including Disability IN, Society of Hispanic Professional Engineer, and Women in Manufacturing.

Employee development is of utmost importance at Ingersoll Rand.

We are dedicated to empowering our team members to reach their full potential by investing in their growth.

We provide many development opportunities for early career employees, including global internships, engineering co-ops, and engineering, marketing, and manufacturing career programs.

We continuously strive to enhance our workforce's technical, professional, and leadership capabilities at every level.

Our leadership development programs are designed to promote inclusion as a core development principle and a professional skill.

We offer skill-based programs to upskill our manufacturing employees to meet the industry's ever-changing demands.

We have customized our recruiting campaigns and on-site benefits in India to attract female employees.

We offer instructor-led and online learning content globally.

Internal experts provide mentoring programs.

Despite the overall market trend showing a decline in employee engagement in 2023, we maintained our engagement levels throughout the year.

One key aspect of our engagement strategy is making all employees actual company owners.

Our efforts have enabled us to create a strong culture across the globe and achieve recognition and awards, such as winning Great Place to Work in several Latin American countries.

We are committed to equity in how people are treated and the opportunities available.

Merger of Gardner Denver and Ingersoll Rand Industrial

On February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of and merger with the Industrial business of Ingersoll-Rand plc (“Ingersoll Rand Industrial”) and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc.

See Note 4 “Acquisitions” of Notes to Consolidated Financial Statements for additional information related to the Ingersoll Rand Industrial transaction.

reliability and the responsiveness of our service.

This acquisition was completed on January 3, 2023.

- In November 2022, we completed the acquisition of Dosatron International L.L.C (“Dosatron International”), a leading technology solutions provider of water powered dosing pumps and systems, for cash consideration of $89.5 million and contingent consideration of up to $14.7 million.

- In December 2022, we completed the acquisition Everest Blower Systems Private Limited (“Everest Group”), the Indian market leader for customized blower and vacuum pump solutions, for $75.3 million aggregate cash consideration and contingent consideration of $12.1 million.

The principal payments include the repayment of the Euro Term Loan on June 30, 2022.

industries in a variety of end-markets, including infrastructure, construction, transportation, food and beverage packaging and chemical processing.

*Fluid Transfer Equipment Products*

Fluid transfer equipment products includes fluid loading systems, tank truck and fleet fueling products and couplers.

Fluid loading systems are used in the transfer and loading of hydrocarbons and certain other liquid commodity products in marine and land applications.

Tank truck and fleet fueling products allow for safe transfer of liquid products without spillage or contamination while safeguarding the operator and the environment.

Operators use Dry-Break® technology couplers and

adapters to provide a secure connection for the transfer of liquid products without spillage or contamination while safeguarding the operator and the environment.

*Liquid Ring Vacuum Pumps and Compressors*

Liquid ring vacuum pumps and compressors are designed for continuous duty in harsh environments, including vapor and flare gas recovery equipment (which recovers and compresses certain polluting gases to transmit them for further processing), primarily in downstream applications.

The liquid ring technology utilizes a service liquid, typically water, oil or fuel, to evacuate or compress gas by forming a rotating ring of liquid that follows the contour of the body of the pump or compressor and acts like a piston to deliver an uninterrupted flow of gas without pulsation.

Our principal competitors in the sale of liquid ring pumps and compressors are Flowserve Corporation and Busch-Holding GmbH.

in the price of copper, which is a primary component of motors.

We believe the increase in our rates of voluntary turnover reflects broader economic trends and low unemployment rates and compares favorably to turnover rates experienced by similar organizations in our industry.

We recently introduced a new performance management and development process, which places a heavy emphasis on manager engagement and employee ownership.

Similarly, development plans are tied to descriptions and resources associated with our “Professional Contributor” and “People Leader” competencies.

We believe that all employees have the right to develop and that such employee development will differentiate us as a company in the marketplace.

Our development process is employee led, supported by managers and company enabled.

Health & Safety

Our Environmental, Health, and Safety culture is focused on ensuring the health of our employees by eliminating risks of serious injuries, illness and fatalities through the application of rigorous standards, controls, inspections and audits to help ensure that our operations and premises comply with national and local regulations.

In response to COVID-19, we implemented various measures to protect the health and safety of our employees and customers including work-from-home requirements (where practical), social distancing, contact tracing, enhanced hygiene education and deep-cleaning protocols at all of our facilities as well as travel restrictions, among other measures, complying with applicable governmental regulations and guidance.

We shifted from a centralized focus and embedded in the business a culture of ownership and accountability, setting specific business targets prioritizing representation among goals.

Ingersoll Rand expanded to the following seven employee inclusion groups to build stronger global connections, advocate for positive change and foster an inclusive culture in the organization:

- Black Employee Network Inclusion Group

- Veterans Inclusion Group

- Women Inclusion Group

- Hispanic/LatinX Organization of Leadership and Advancement

- Asian Inclusion Group

- Pride Alliance

- IRealabilities - Disability Inclusion Group

An executive leader sponsors each of the following groups and provides guidance to establish goals in support of our company strategies, culture and values to their global members.

These groups act as strategic employee resources for talent management, community influence, employees experience, leadership development and mentoring.

In addition, we also have four regional inclusion groups (Europe and Asia Pacific) and one DE&I council in Latin America.

For the fiscal year ended December 31, [removed: 2022,] [added: 2023,] or

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, [removed: 2022] [added: 2023] was approximately [removed: $16.9] [added: $26.4] billion based on the closing price of such common equity on the New York Stock Exchange on such date.

The registrant had outstanding [removed: 404,956,695] [added: 403,435,985] shares of Common Stock, par value $0.01 per share, as of February [removed: 17, 2023.][added: 16, 2024.]

Portions of the Proxy Statement for the registrant’s [removed: 2023] [added: 2024] Annual Meeting of Stockholders are incorporated by reference in Part III of this report.

| [Item 1. [removed: Business](#i48952da8ea6144a9985b4917ee215c15_13)] [added: Business](#idbb2367dd70b46f697a341d8528a17eb_13)] | | | [removed: [3](#i48952da8ea6144a9985b4917ee215c15_13)] [added: [3](#idbb2367dd70b46f697a341d8528a17eb_13)] | | |

| [Item 1A. Risk [removed: Factors](#i48952da8ea6144a9985b4917ee215c15_49)] [added: Factors](#idbb2367dd70b46f697a341d8528a17eb_49)] | | | [removed: [11](#i48952da8ea6144a9985b4917ee215c15_49)] [added: [11](#idbb2367dd70b46f697a341d8528a17eb_49)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#i48952da8ea6144a9985b4917ee215c15_163)] [added: Comments](#idbb2367dd70b46f697a341d8528a17eb_163)] | | | [removed: [21](#i48952da8ea6144a9985b4917ee215c15_163)] [added: [19](#idbb2367dd70b46f697a341d8528a17eb_163)] | | |

| [Item 2. [removed: Properties](#i48952da8ea6144a9985b4917ee215c15_166)] [added: Properties](#idbb2367dd70b46f697a341d8528a17eb_166)] | | | [removed: [22](#i48952da8ea6144a9985b4917ee215c15_166)] [added: [20](#idbb2367dd70b46f697a341d8528a17eb_166)] | | |

| [Item 3. Legal [removed: Proceedings](#i48952da8ea6144a9985b4917ee215c15_169)] [added: Proceedings](#idbb2367dd70b46f697a341d8528a17eb_169)] | | | [removed: [22](#i48952da8ea6144a9985b4917ee215c15_169)] [added: [21](#idbb2367dd70b46f697a341d8528a17eb_169)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#i48952da8ea6144a9985b4917ee215c15_172)] [added: Disclosures](#idbb2367dd70b46f697a341d8528a17eb_172)] | | | [removed: [22](#i48952da8ea6144a9985b4917ee215c15_172)] [added: [21](#idbb2367dd70b46f697a341d8528a17eb_172)] | | |

| [PART [removed: II](#i48952da8ea6144a9985b4917ee215c15_175)] [added: II](#idbb2367dd70b46f697a341d8528a17eb_175)] | | | | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i48952da8ea6144a9985b4917ee215c15_178)] [added: Securities](#idbb2367dd70b46f697a341d8528a17eb_178)] | | | [removed: [23](#i48952da8ea6144a9985b4917ee215c15_178)] [added: [22](#idbb2367dd70b46f697a341d8528a17eb_178)] | | |

| [Item 6. [removed: \[Reserved\]](#i48952da8ea6144a9985b4917ee215c15_181)] [added: \[Reserved\]](#idbb2367dd70b46f697a341d8528a17eb_181)] | | | [removed: [23](#i48952da8ea6144a9985b4917ee215c15_181)] [added: [22](#idbb2367dd70b46f697a341d8528a17eb_181)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i48952da8ea6144a9985b4917ee215c15_187)] [added: Operations](#idbb2367dd70b46f697a341d8528a17eb_187)] | | | [removed: [23](#i48952da8ea6144a9985b4917ee215c15_187)] [added: [22](#idbb2367dd70b46f697a341d8528a17eb_187)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#i48952da8ea6144a9985b4917ee215c15_247)] [added: Risk](#idbb2367dd70b46f697a341d8528a17eb_253)] | | | [removed: [41](#i48952da8ea6144a9985b4917ee215c15_247)] [added: [39](#idbb2367dd70b46f697a341d8528a17eb_253)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#i48952da8ea6144a9985b4917ee215c15_250)] [added: Data](#idbb2367dd70b46f697a341d8528a17eb_256)] | | | [removed: [43](#i48952da8ea6144a9985b4917ee215c15_250)] [added: [41](#idbb2367dd70b46f697a341d8528a17eb_256)] | | |

| [Consolidated Statements of Operations - For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020](#i48952da8ea6144a9985b4917ee215c15_253)] [added: 2021](#idbb2367dd70b46f697a341d8528a17eb_259)] | | | [removed: [44](#i48952da8ea6144a9985b4917ee215c15_253)] [added: [42](#idbb2367dd70b46f697a341d8528a17eb_259)] | | |

| [Consolidated Statements of Comprehensive Income - For the years ended December 31, [removed: 2022, 2021 and 2020](#i48952da8ea6144a9985b4917ee215c15_256)] [added: 202](#idbb2367dd70b46f697a341d8528a17eb_262)[3](#idbb2367dd70b46f697a341d8528a17eb_262)[, 202](#idbb2367dd70b46f697a341d8528a17eb_262)[2](#idbb2367dd70b46f697a341d8528a17eb_262) [and 20](#idbb2367dd70b46f697a341d8528a17eb_262)[21](#idbb2367dd70b46f697a341d8528a17eb_262)] | | | [removed: [45](#i48952da8ea6144a9985b4917ee215c15_256)] [added: [43](#idbb2367dd70b46f697a341d8528a17eb_262)] | | |

| [Consolidated Balance Sheets - As of December 31, [removed: 2022 and 2021](#i48952da8ea6144a9985b4917ee215c15_259)] [added: 202](#idbb2367dd70b46f697a341d8528a17eb_265)[3](#idbb2367dd70b46f697a341d8528a17eb_265) [and 20](#idbb2367dd70b46f697a341d8528a17eb_265)[2](#idbb2367dd70b46f697a341d8528a17eb_265)[2](#idbb2367dd70b46f697a341d8528a17eb_265)] | | | [removed: [46](#i48952da8ea6144a9985b4917ee215c15_259)] [added: [44](#idbb2367dd70b46f697a341d8528a17eb_265)] | | |

| [Consolidated Statements of Stockholders’ Equity - For the years ended December 31, [removed: 2022, 2021 and 2020](#i48952da8ea6144a9985b4917ee215c15_262)] [added: 202](#idbb2367dd70b46f697a341d8528a17eb_268)[3](#idbb2367dd70b46f697a341d8528a17eb_268)[, 202](#idbb2367dd70b46f697a341d8528a17eb_268)[2](#idbb2367dd70b46f697a341d8528a17eb_268) [and 20](#idbb2367dd70b46f697a341d8528a17eb_268)[21](#idbb2367dd70b46f697a341d8528a17eb_268)] | | | [removed: [47](#i48952da8ea6144a9985b4917ee215c15_262)] [added: [45](#idbb2367dd70b46f697a341d8528a17eb_268)] | | |

| [Consolidated Statements of Cash Flows - For the years ended December 31, [removed: 2022, 2021 and 2020](#i48952da8ea6144a9985b4917ee215c15_265)] [added: 202](#idbb2367dd70b46f697a341d8528a17eb_271)[3](#idbb2367dd70b46f697a341d8528a17eb_271)[, 202](#idbb2367dd70b46f697a341d8528a17eb_271)[2](#idbb2367dd70b46f697a341d8528a17eb_271) [and 20](#idbb2367dd70b46f697a341d8528a17eb_271)[21](#idbb2367dd70b46f697a341d8528a17eb_271)] | | | [removed: [48](#i48952da8ea6144a9985b4917ee215c15_265)] [added: [46](#idbb2367dd70b46f697a341d8528a17eb_271)] | | |

| [Notes to Consolidated Financial [removed: Statements](#i48952da8ea6144a9985b4917ee215c15_268)] [added: Statements](#idbb2367dd70b46f697a341d8528a17eb_274)] | | | [removed: [50](#i48952da8ea6144a9985b4917ee215c15_268)] [added: [48](#idbb2367dd70b46f697a341d8528a17eb_274)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i48952da8ea6144a9985b4917ee215c15_361)] [added: Disclosure](#idbb2367dd70b46f697a341d8528a17eb_370)] | | | [removed: [103](#i48952da8ea6144a9985b4917ee215c15_361)] [added: [98](#idbb2367dd70b46f697a341d8528a17eb_370)] | | |

| [Item 9A. Controls and [removed: Procedures](#i48952da8ea6144a9985b4917ee215c15_364)] [added: Procedures](#idbb2367dd70b46f697a341d8528a17eb_373)] | | | [removed: [103](#i48952da8ea6144a9985b4917ee215c15_364)] [added: [98](#idbb2367dd70b46f697a341d8528a17eb_373)] | | |

| [Item 9B. Other [removed: Information](#i48952da8ea6144a9985b4917ee215c15_367)] [added: Information](#idbb2367dd70b46f697a341d8528a17eb_376)] | | | [removed: [104](#i48952da8ea6144a9985b4917ee215c15_367)] [added: [99](#idbb2367dd70b46f697a341d8528a17eb_376)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i48952da8ea6144a9985b4917ee215c15_370)] [added: Inspections](#idbb2367dd70b46f697a341d8528a17eb_379)] | | | [removed: [104](#i48952da8ea6144a9985b4917ee215c15_370)] [added: [99](#idbb2367dd70b46f697a341d8528a17eb_379)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#i48952da8ea6144a9985b4917ee215c15_376)] [added: Governance](#idbb2367dd70b46f697a341d8528a17eb_385)] | | | [removed: [104](#i48952da8ea6144a9985b4917ee215c15_376)] [added: [99](#idbb2367dd70b46f697a341d8528a17eb_385)] | | |

| [Item 11. Executive [removed: Compensation](#i48952da8ea6144a9985b4917ee215c15_379)] [added: Compensation](#idbb2367dd70b46f697a341d8528a17eb_388)] | | | [removed: [104](#i48952da8ea6144a9985b4917ee215c15_379)] [added: [99](#idbb2367dd70b46f697a341d8528a17eb_388)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#i48952da8ea6144a9985b4917ee215c15_382)] [added: Matters](#idbb2367dd70b46f697a341d8528a17eb_391)] | | | [removed: [104](#i48952da8ea6144a9985b4917ee215c15_382)] [added: [99](#idbb2367dd70b46f697a341d8528a17eb_391)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#i48952da8ea6144a9985b4917ee215c15_385)] [added: Independence](#idbb2367dd70b46f697a341d8528a17eb_394)] | | | [removed: [105](#i48952da8ea6144a9985b4917ee215c15_385)] [added: [100](#idbb2367dd70b46f697a341d8528a17eb_394)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#i48952da8ea6144a9985b4917ee215c15_388)] [added: Services](#idbb2367dd70b46f697a341d8528a17eb_397)] | | | [removed: [105](#i48952da8ea6144a9985b4917ee215c15_388)] [added: [100](#idbb2367dd70b46f697a341d8528a17eb_397)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedule](#i48952da8ea6144a9985b4917ee215c15_394)] [added: Schedule](#idbb2367dd70b46f697a341d8528a17eb_403)] | | | [removed: [105](#i48952da8ea6144a9985b4917ee215c15_394)] [added: [100](#idbb2367dd70b46f697a341d8528a17eb_403)] | | |

| [Item 16. Form 10-K [removed: Summary](#i48952da8ea6144a9985b4917ee215c15_397)] [added: Summary](#idbb2367dd70b46f697a341d8528a17eb_406)] | | | [removed: [109](#i48952da8ea6144a9985b4917ee215c15_397)] [added: [104](#idbb2367dd70b46f697a341d8528a17eb_406)] | | |

In addition to historical information, this Annual Report on Form 10-K (this “Form 10-K”) may contain “forward-looking statements” within the meaning of [removed: Section 27A of] the [removed: Securities Act of 1933, as amended (the “Securities Act”), and Section 21E] [added: “safe harbor provisions”] of the [added: Private] Securities [removed: Exchange] [added: Litigation Reform] Act of [removed: 1934, as amended (the “Exchange Act”), which are subject to the “safe harbor” created by those sections.][added: 1995.]

| [I](#idbb2367dd70b46f697a341d8528a17eb_2474)[tem](#idbb2367dd70b46f697a341d8528a17eb_2474) [1C. C](#idbb2367dd70b46f697a341d8528a17eb_2474)[ybersecurity](#idbb2367dd70b46f697a341d8528a17eb_2474) | | | [19](#idbb2367dd70b46f697a341d8528a17eb_2474) | | |

| [PART III](#idbb2367dd70b46f697a341d8528a17eb_382) | | | | | |

| [PART IV](#idbb2367dd70b46f697a341d8528a17eb_400) | | | | | |

| [SIGNATURES](#idbb2367dd70b46f697a341d8528a17eb_409) | | | [105](#idbb2367dd70b46f697a341d8528a17eb_409) | | |

| | | | | | |

| [PART I](#i48952da8ea6144a9985b4917ee215c15_10) | | | | | |

| [PART III](#i48952da8ea6144a9985b4917ee215c15_373) | | | | | |

| [PART IV](#i48952da8ea6144a9985b4917ee215c15_391) | | | | | |

| [SIGNATURES](#i48952da8ea6144a9985b4917ee215c15_400) | | | [110](#i48952da8ea6144a9985b4917ee215c15_400) | | |

The Company has implemented controls based on the National Institute of Standards and Technology Cybersecurity Framework (the “NIST CSF”) and the Sarbanes-Oxley Act of 2002.

Our Information Technology organization is led by the Chief Information Officer (“CIO”) who is responsible for cybersecurity risk management.

The Audit Committee is tasked with

oversight of our overall enterprise risk management program, including cybersecurity, and receives recurring cybersecurity updates throughout the year with one full cybersecurity report to the Board of Directors.

Directors with experience in cybersecurity and technology play crucial oversight roles for our digital and cybersecurity strategies.

Our cybersecurity program is overseen by the Company’s Chief Information Security Officer (“CISO”) and is designed to protect and preserve the confidentiality, integrity and availability of our information technology assets.

Risks and controls are monitored by the CISO and CIO and their evaluation of our overall program drives the nature and scope of our cybersecurity investments.

Our CISO reports directly to the CIO and has 20 years of IT experience including leadership roles at various companies with enterprise responsibility for IT audit, IT infrastructure, and cybersecurity.

The CISO reports to the Audit Committee on the effectiveness of the Company’s cybersecurity program controls aligned to the NIST CSF framework.

We periodically engage external subject matter experts who provide independent qualitative and quantitative assessments of the cybersecurity program maturity and response readiness.

We also use processes to oversee and identify material risks from cybersecurity threats associated with our use of third-party technology and systems.

In addition, the Company leverages a monthly cybersecurity awareness training program for all employees that is further reinforced through frequent phishing simulations.

Quarterly updates are provided by the CISO to the Cybersecurity Governance Committee comprised of cross functional senior management regarding the effectiveness of cybersecurity program and its ability to monitor the prevention, detection, mitigation, and remediation of cybersecurity incidents.

Our Cybersecurity Governance Committee is responsible for monitoring and coordinating enterprise cybersecurity policy and strategy, and for providing guidance to key management and oversight bodies.

Our cybersecurity program includes a risk-based incident response plan that provides a documented framework for handling incidents including coordination across multiple parts of the Company.

For a discussion of the risks and uncertainties that cybersecurity incidents may have on us, see “Risk Factors: Information systems failure or disruption, due to cyber terrorism or other actions, may adversely impact our business and result in financial loss to the Company or liability to our customers” in this Form 10-K.

| | | | Manufacturing | | | | | | [removed: Warehouse] | | | | | | [removed: Other(3)] [added: Sales, Service and Warehouse] | | | | | | Total | | |

| Americas | | | [removed: 20] [added: 17] | | | | | | [removed: 3] | | | | | | [removed: 30] [added: 43] | | | | | | [removed: 53] [added: 60] | | |

| EMEIA(1) | | | [removed: 22] [added: 24] | | | | | | [removed: —] | | | | | | [removed: 12] [added: 13] | | | | | | [removed: 34] [added: 37] | | |

| APAC(2) | | | [removed: 6] [added: 8] | | | | | | [removed: —] | | | | | | [removed: 5] [added: 6] | | | | | | [removed: 11] [added: 14] | | |

| Industrial Technologies and Services Total | | | [removed: 48] [added: 49] | | | | | | [removed: 3] | | | | | | [removed: 47] [added: 62] | | | | | | [removed: 98] [added: 111] | | |

| Americas | | | [removed: 8] [added: 7] | | | | | | [removed: 1] | | | | | | [removed: —] [added: 5] | | | | | | [removed: 9] [added: 12] | | |

| EMEIA(1) | | | [removed: 7] [added: 8] | | | | | | [removed: 1] | | | | | | 1 | | | | | | 9 | | |

| APAC(2) | | | 3 | | | | | | [removed: —] | | | | | | [removed: —] [added: 1] | | | | | | [removed: 3] [added: 4] | | |

| Precision and Science Technologies Total | | | 18 | | | | | | [removed: 2] | | | | | | [removed: 1] [added: 7] | | | | | | [removed: 21] [added: 25] | | |

| Americas | | | [removed: 28] [added: 24] | | | | | | [removed: 4] | | | | | | [removed: 30] [added: 48] | | | | | | [removed: 62] [added: 72] | | |

| EMEIA(1) | | | [removed: 29] [added: 32] | | | | | | [removed: 1] | | | | | | [removed: 13] [added: 14] | | | | | | [removed: 43] [added: 46] | | |

| APAC(2) | | | [removed: 9] [added: 11] | | | | | | [removed: —] | | | | | | [removed: 5] [added: 7] | | | | | | [removed: 14] [added: 18] | | |

| Company Total | | | [removed: 66] [added: 67] | | | | | | [removed: 5] | | | | | | [removed: 48] [added: 69] | | | | | | [removed: 119] [added: 136] | | |

Of the [removed: 119] [added: 136] significant properties included in the above table, [removed: 66] [added: 84] of the properties are leased and [removed: 53] [added: 52] of the properties are owned.

(3)Other facilities includes service centers and sales offices

Our Common Stock, $0.01 par value per share, trades on the New York Stock Exchange (“NYSE”) under the symbol “IR.” As of January 31, [removed: 2023,] [added: 2024,] there were [removed: 2,468] [added: 2,293] holders of record of our common stock.

We declared and paid dividends of $0.08 [removed: and $0.02] per share to the holders of our common stock in the years ended December 31, [removed: 2022] [added: 2023] and [removed: 2021, respectively.][added: 2022.]

The following table contains detail related to the repurchase of our common stock based on the date of trade during the quarter ended December 31, [removed: 2022.][added: 2023.]

| [removed: 2022] [added: 2023] Fourth Quarter Months | | | Total Number of Shares Purchased(1) | | | | | | Average Price Paid Per Share(2) | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(3) | | | | | | Maximum Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs(3) | | |

[removed: (1)Includes] [added: (1)Typically includes] shares of common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of certain restricted stock [removed: units, comprised of 6 shares in the period from December 1, 2022 to December 31, 2022.][added: units.]

| October 1, 2023 - October 31, 2023 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 373,033,155 | |

| November 1, 2023 - November 30, 2023 | | | 1,291,969 | | | | | | $ | 68.79 | | | | | 1,291,969 | | | | | | $ | 271,179,630 | |

| December 1, 2023 - December 31, 2023 | | | 575,725 | | | | | | $ | 71.49 | | | | | 575,725 | | | | | | $ | 243,033,169 | |

| | | | 1,867,694 | | | | | | | | | | | | 1,867,694 | | | | | | | | |

There were no such shares surrendered during the quarter ended December 31, 2023.

| October 1, 2022 - October 31, 2022 | | | 74,700 | | | | | | $ | 44.72 | | | | | 74,700 | | | | | | $ | 492,657,860 | |

| November 1, 2022 - November 30, 2022 | | | — | | | | | | $ | — | | | | | — | | | | | | $ | 492,657,860 | |

| December 1, 2022 - December 31, 2022 | | | 6 | | | | | | $ | 54.29 | | | | | — | | | | | | $ | 492,657,860 | |

| [Consolidated Statements of [removed: Operations](#i48952da8ea6144a9985b4917ee215c15_253)] [added: Operations](#idbb2367dd70b46f697a341d8528a17eb_259)] | | | [removed: [44](#i48952da8ea6144a9985b4917ee215c15_253)] [added: [42](#idbb2367dd70b46f697a341d8528a17eb_259)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#i48952da8ea6144a9985b4917ee215c15_256)] [added: Income](#idbb2367dd70b46f697a341d8528a17eb_262)] | | | [removed: [45](#i48952da8ea6144a9985b4917ee215c15_256)] [added: [43](#idbb2367dd70b46f697a341d8528a17eb_262)] | | |

| [Consolidated Balance [removed: Sheets](#i48952da8ea6144a9985b4917ee215c15_259)] [added: Sheets](#idbb2367dd70b46f697a341d8528a17eb_265)] | | | [removed: [46](#i48952da8ea6144a9985b4917ee215c15_259)] [added: [44](#idbb2367dd70b46f697a341d8528a17eb_265)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#i48952da8ea6144a9985b4917ee215c15_262)] [added: Equity](#idbb2367dd70b46f697a341d8528a17eb_268)] | | | [removed: [47](#i48952da8ea6144a9985b4917ee215c15_262)] [added: [45](#idbb2367dd70b46f697a341d8528a17eb_268)] | | |

| [Consolidated Statements of Cash [removed: Flows](#i48952da8ea6144a9985b4917ee215c15_265)] [added: Flows](#idbb2367dd70b46f697a341d8528a17eb_271)] | | | [removed: [48](#i48952da8ea6144a9985b4917ee215c15_265)] [added: [46](#idbb2367dd70b46f697a341d8528a17eb_271)] | | |

| [Note 1: Summary of Significant Accounting [removed: Policies](#i48952da8ea6144a9985b4917ee215c15_271)] [added: Policies](#idbb2367dd70b46f697a341d8528a17eb_277)] | | | [removed: [50](#i48952da8ea6144a9985b4917ee215c15_271)] [added: [48](#idbb2367dd70b46f697a341d8528a17eb_277)] | | |

| [Note 2: New Accounting [removed: Standards](#i48952da8ea6144a9985b4917ee215c15_274)] [added: Standards](#idbb2367dd70b46f697a341d8528a17eb_280)] | | | [removed: [55](#i48952da8ea6144a9985b4917ee215c15_274)] [added: [53](#idbb2367dd70b46f697a341d8528a17eb_280)] | | |

| [Note 3: Discontinued [removed: Operations](#i48952da8ea6144a9985b4917ee215c15_277)] [added: Operations](#idbb2367dd70b46f697a341d8528a17eb_283)] | | | [removed: [55](#i48952da8ea6144a9985b4917ee215c15_277)] [added: [54](#idbb2367dd70b46f697a341d8528a17eb_283)] | | |

| [Note 6: Allowance for Credit [removed: Losses](#i48952da8ea6144a9985b4917ee215c15_286)] [added: Losses](#idbb2367dd70b46f697a341d8528a17eb_295)] | | | [removed: [62](#i48952da8ea6144a9985b4917ee215c15_286)] [added: [59](#idbb2367dd70b46f697a341d8528a17eb_295)] | | |

| [Note 8: Property, Plant and [removed: Equipment](#i48952da8ea6144a9985b4917ee215c15_292)] [added: Equipment](#idbb2367dd70b46f697a341d8528a17eb_301)] | | | [removed: [63](#i48952da8ea6144a9985b4917ee215c15_292)] [added: [60](#idbb2367dd70b46f697a341d8528a17eb_301)] | | |

| [Note 9: Goodwill and Other Intangible [removed: Assets](#i48952da8ea6144a9985b4917ee215c15_295)] [added: Assets](#idbb2367dd70b46f697a341d8528a17eb_304)] | | | [removed: [63](#i48952da8ea6144a9985b4917ee215c15_295)] [added: [60](#idbb2367dd70b46f697a341d8528a17eb_304)] | | |

| [Note 10: Accrued [removed: Liabilities](#i48952da8ea6144a9985b4917ee215c15_298)] [added: Liabilities](#idbb2367dd70b46f697a341d8528a17eb_307)] | | | [removed: [65](#i48952da8ea6144a9985b4917ee215c15_298)] [added: [62](#idbb2367dd70b46f697a341d8528a17eb_307)] | | |

| [Note 12: Benefit [removed: Plans](#i48952da8ea6144a9985b4917ee215c15_304)] [added: Plans](#idbb2367dd70b46f697a341d8528a17eb_313)] | | | [removed: [69](#i48952da8ea6144a9985b4917ee215c15_304)] [added: [67](#idbb2367dd70b46f697a341d8528a17eb_313)] | | |

| [Note 13: Stockholders’ Equity and Noncontrolling [removed: Interests](#i48952da8ea6144a9985b4917ee215c15_310)] [added: Interests](#idbb2367dd70b46f697a341d8528a17eb_319)] | | | [removed: [76](#i48952da8ea6144a9985b4917ee215c15_310)] [added: [74](#idbb2367dd70b46f697a341d8528a17eb_319)] | | |

| [Note 14: Accumulated Other Comprehensive Income [removed: (Loss)](#i48952da8ea6144a9985b4917ee215c15_313)] [added: (Loss)](#idbb2367dd70b46f697a341d8528a17eb_322)] | | | [removed: [76](#i48952da8ea6144a9985b4917ee215c15_313)] [added: [74](#idbb2367dd70b46f697a341d8528a17eb_322)] | | |

| [Note 15: Revenue from Contracts with [removed: Customers](#i48952da8ea6144a9985b4917ee215c15_316)] [added: Customers](#idbb2367dd70b46f697a341d8528a17eb_325)] | | | [removed: [78](#i48952da8ea6144a9985b4917ee215c15_316)] [added: [76](#idbb2367dd70b46f697a341d8528a17eb_325)] | | |

| [Note 16: Income [removed: Taxes](#i48952da8ea6144a9985b4917ee215c15_325)] [added: Taxes](#idbb2367dd70b46f697a341d8528a17eb_334)] | | | [removed: [80](#i48952da8ea6144a9985b4917ee215c15_325)] [added: [78](#idbb2367dd70b46f697a341d8528a17eb_334)] | | |

| [Note 18: Stock-Based Compensation [removed: Plans](#i48952da8ea6144a9985b4917ee215c15_331)] [added: Plans](#idbb2367dd70b46f697a341d8528a17eb_340)] | | | [removed: [86](#i48952da8ea6144a9985b4917ee215c15_331)] [added: [82](#idbb2367dd70b46f697a341d8528a17eb_340)] | | |

| [Note 19: Hedging Activities, Derivative Instruments and Credit [removed: Risk](#i48952da8ea6144a9985b4917ee215c15_334)] [added: Risk](#idbb2367dd70b46f697a341d8528a17eb_343)] | | | [removed: [89](#i48952da8ea6144a9985b4917ee215c15_334)] [added: [85](#idbb2367dd70b46f697a341d8528a17eb_343)] | | |

| [Note 20: Fair Value [removed: Measurements](#i48952da8ea6144a9985b4917ee215c15_337)] [added: Measurements](#idbb2367dd70b46f697a341d8528a17eb_346)] | | | [removed: [92](#i48952da8ea6144a9985b4917ee215c15_337)] [added: [88](#idbb2367dd70b46f697a341d8528a17eb_346)] | | |

| [Note 22: Other Operating [removed: Expense](#i48952da8ea6144a9985b4917ee215c15_343)] [added: Expense](#idbb2367dd70b46f697a341d8528a17eb_352)] | | | [removed: [96](#i48952da8ea6144a9985b4917ee215c15_343)] [added: [91](#idbb2367dd70b46f697a341d8528a17eb_352)] | | |

| [Note 23: Segment [removed: Reporting](#i48952da8ea6144a9985b4917ee215c15_346)] [added: Reporting](#idbb2367dd70b46f697a341d8528a17eb_355)] | | | [removed: [96](#i48952da8ea6144a9985b4917ee215c15_346)] [added: [92](#idbb2367dd70b46f697a341d8528a17eb_355)] | | |

| [Note 24: Earnings Per [removed: Share](#i48952da8ea6144a9985b4917ee215c15_352)] [added: Share](#idbb2367dd70b46f697a341d8528a17eb_361)] | | | [removed: [98](#i48952da8ea6144a9985b4917ee215c15_352)] [added: [94](#idbb2367dd70b46f697a341d8528a17eb_361)] | | |

| [removed: [Note](#i48952da8ea6144a9985b4917ee215c15_355) [25:] [added: [Note 25:] Subsequent [removed: Events](#i48952da8ea6144a9985b4917ee215c15_355)] [added: Events](#idbb2367dd70b46f697a341d8528a17eb_364)] | | | [removed: [99](#i48952da8ea6144a9985b4917ee215c15_355)] [added: [94](#idbb2367dd70b46f697a341d8528a17eb_364)] | | |

| [Report Of Independent Registered Public Accounting [removed: Firm](#i48952da8ea6144a9985b4917ee215c15_358)] [added: Firm](#idbb2367dd70b46f697a341d8528a17eb_367)] (PCAOB ID 34) | | | [removed: [100](#i48952da8ea6144a9985b4917ee215c15_358)] [added: [95](#idbb2367dd70b46f697a341d8528a17eb_367)] | | |

| | | | [added: | | | | | |] 2022 | | | | | | 2021 | | | | | | [removed: 2020] | | | [added: | | | 2022 | | | | | | 2021 | | | | | | | | | | | | 2022 | | | | | | 2021 | | |]

| Revenues | | | $ | [removed: 5,916.3] [added: 6,876.1] | | | | | $ | [removed: 5,152.4] [added: 5,916.3] | | | | | $ | [removed: 3,973.2] [added: 5,152.4] | |

| Cost of sales | | | [removed: 3,590.7] [added: 3,993.9] | | | | | | [removed: 3,163.9] [added: 3,590.7] | | | | | | [removed: 2,568.3] [added: 3,163.9] | | |

| Gross Profit | | | [removed: 2,325.6] [added: 2,882.2] | | | | | | [removed: 1,988.5] [added: 2,325.6] | | | | | | [removed: 1,404.9] [added: 1,988.5] | | |

| Selling and administrative expenses | | | [removed: 1,095.8] [added: 1,272.7] | | | | | | [removed: 1,028.0] [added: 1,095.8] | | | | | | [removed: 789.3] [added: 1,028.0] | | |

| Amortization of intangible assets | | | [removed: 347.6] [added: 367.5] | | | | | | [removed: 332.9] [added: 347.6] | | | | | | [removed: 335.1] [added: 332.9] | | |

| Other operating expense, net | | | [removed: 64.9] [added: 77.7] | | | | | | [removed: 61.9] [added: 64.9] | | | | | | [removed: 201.0] [added: 61.9] | | |

| Operating Income | | | [removed: 817.3] [added: 1,164.3] | | | | | | [removed: 565.7] [added: 817.3] | | | | | | [removed: 59.6] [added: 565.7] | | |

| Interest expense | | | [removed: 103.2] [added: 156.7] | | | | | | [removed: 87.7] [added: 103.2] | | | | | | [removed: 111.1] [added: 87.7] | | |

| Loss on extinguishment of debt | | | [removed: 1.1] [added: 13.5] | | | | | | [removed: 9.0] [added: 1.1] | | | | | | [removed: 2.0] [added: 9.0] | | |

| Other income, net | | | [removed: (29.2)] [added: (37.0)] | | | | | | [removed: (44.0)] [added: (29.2)] | | | | | | [removed: (8.1)] [added: (44.0)] | | |

| Income [removed: (Loss)] Before Income Taxes | | | [removed: 742.2] [added: 1,031.1] | | | | | | [removed: 513.0] [added: 742.2] | | | | | | [removed: (45.4)] [added: 513.0] | | |

| Provision (benefit) for income taxes | | | [removed: 149.6] [added: 240.0] | | | | | | [removed: (21.8)] [added: 149.6] | | | | | | [removed: 11.4] [added: (21.8)] | | |

| Income (loss) on equity method investments | | | [removed: 0.7] [added: (6.0)] | | | | | | [removed: (11.4)] [added: 0.7] | | | | | | [removed: —] [added: (11.4)] | | |

| Income [removed: (Loss)] from Continuing Operations | | | [removed: 593.3] [added: 785.1] | | | | | | [removed: 523.4] [added: 593.3] | | | | | | [removed: (56.8)] [added: 523.4] | | |

| [Note 4: Acquisitions](#idbb2367dd70b46f697a341d8528a17eb_286) | | | [55](#idbb2367dd70b46f697a341d8528a17eb_286) | | |

| [Note 5: Restructuring](#idbb2367dd70b46f697a341d8528a17eb_292) | | | [58](#idbb2367dd70b46f697a341d8528a17eb_292) | | |

| [Note 7: Inventories](#idbb2367dd70b46f697a341d8528a17eb_298) | | | [60](#idbb2367dd70b46f697a341d8528a17eb_298) | | |

| [Note 11: Debt](#idbb2367dd70b46f697a341d8528a17eb_310) | | | [62](#idbb2367dd70b46f697a341d8528a17eb_310) | | |

| [Note 17: Leases](#idbb2367dd70b46f697a341d8528a17eb_337) | | | [81](#idbb2367dd70b46f697a341d8528a17eb_337) | | |

| [Note 21: Contingencies](#idbb2367dd70b46f697a341d8528a17eb_349) | | | [90](#idbb2367dd70b46f697a341d8528a17eb_349) | | |

| Income from discontinued operations, net of tax | | | — | | | | | | 15.2 | | | | | | 41.6 | | |

| Earnings from discontinued operations | | | — | | | | | | 0.04 | | | | | | 0.10 | | |

| Net income attributable to Ingersoll Rand Inc. | | | $ | 778.7 | | | | | $ | 604.7 | | | | | $ | 562.5 | |

| Deferred income tax liabilities | | | 612.6 | | | | | | 610.6 | | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 778.7 | | | | | | — | | | | | | — | | | | | | 778.7 | | | | | | 6.4 | | | | | | 785.1 | | |

| Dividends declared | | | — | | | | | | — | | | | | | — | | | | | | (32.4) | | | | | | — | | | | | | — | | | | | | (32.4) | | | | | | — | | | | | | (32.4) | | |

| Dividends attributable to noncontrolling interests | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (6.6) | | | | | | (6.6) | | |

| Balance at December 31, 2023 | | | 428.6 | | | | | | $ | 4.3 | | | | | $ | 9,550.8 | | | | | $ | 1,697.2 | | | | | $ | (227.6) | | | | | $ | (1,240.9) | | | | | $ | 9,783.8 | | | | | $ | 62.9 | | | | | $ | 9,846.7 | |

| Income from discontinued operations, net of tax | | | — | | | | | | 15.2 | | | | | | 41.6 | | |

| Amortization of intangible assets | | | 367.5 | | | | | | 347.6 | | | | | | 332.9 | | |

| Loss on extinguishment of debt | | | 13.5 | | | | | | 1.1 | | | | | | 9.0 | | |

The accompanying notes are an integral part of these consolidated financial statements.

The Company uses its internal forecasts to estimate future cash flows and includes an estimate of

A derivative instrument

The excess, if any, of total consideration transferred in a business combination over the fair value of identifiable

Leases

The Company adopted this guidance on January 1, 2023 and applies the guidance prospectively to business combinations completed after this date.

The adoption did not have a material impact on our condensed consolidated financial statements.

The Company adopted this guidance on January 1, 2023.

The Company has agreements with financial institutions to facilitate a supply chain finance program (the “SCF Program”).

Under the SCF Program, qualifying suppliers may elect to sell their receivables from the Company to the financial institution.

Participating suppliers negotiate arrangements for sale of their receivables directly with the financial institution, and the terms of the Company’s payment obligations are not impacted by a supplier’s participation in the SCF Program.

Once a qualifying supplier elects to participate in the SCF Program and reaches an agreement with the financial institution, the supplier elects which individual Company invoices they sell to the financial institution.

However, all of the Company’s payments to participating suppliers are paid to the financial institution on the invoice due date, regardless of whether the individual invoice is sold by the supplier to the financial institution.

The Company has not pledged any assets as security or provided other forms

of guarantees.

All outstanding amounts related to suppliers participating in the SCF Program are recorded within “Accounts payable” in our Condensed Consolidated Balance Sheets, and the associated payments are included in “Net cash provided by operating activities from continuing operations” within our Condensed Consolidated Statements of Cash Flows.

Included in “Accounts payable” in the Condensed Consolidated Balance Sheets as of December 31, 2023 and December 31, 2022 were $24.3 million and $9.7 million of outstanding payment obligations, respectively, that were sold to the financial institution by participating suppliers.

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which improves reportable segment disclosure requirements, primarily through enhanced disclosures about significant segments expenses.

The amendments in this update are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

Early adoption is permitted.

The amendments in this update should be applied retrospectively to all prior periods presented in the financial statements.

Upon transition, the segment expense categories and amounts disclosed in the prior periods should be based on the significant segment expense categories identified and disclosed in the period of adoption.

The adoption will modify our disclosures but is not expected to have a material effect on our consolidated financial statements.

| | | | | | |

| --- | --- | --- | --- | --- | --- |

| [Note 4: Acquisitions](#i48952da8ea6144a9985b4917ee215c15_280) | | | [57](#i48952da8ea6144a9985b4917ee215c15_280) | | |

| [Note 5: Restructuring](#i48952da8ea6144a9985b4917ee215c15_283) | | | [62](#i48952da8ea6144a9985b4917ee215c15_283) | | |

| [Note 7: Inventories](#i48952da8ea6144a9985b4917ee215c15_289) | | | [63](#i48952da8ea6144a9985b4917ee215c15_289) | | |

| [Note 11: Debt](#i48952da8ea6144a9985b4917ee215c15_301) | | | [65](#i48952da8ea6144a9985b4917ee215c15_301) | | |

| [Note 17: Leases](#i48952da8ea6144a9985b4917ee215c15_328) | | | [83](#i48952da8ea6144a9985b4917ee215c15_328) | | |

| [Note 21: Contingencies](#i48952da8ea6144a9985b4917ee215c15_340) | | | [94](#i48952da8ea6144a9985b4917ee215c15_340) | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | For the Years Ended December 31, | | | | | | | | | | | | | | |

| Impairment of other intangible assets | | | — | | | | | | — | | | | | | 19.9 | | |

| | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Assets of discontinued operations - current | | | — | | | | | | 15.6 | | |

| Liabilities of discontinued operations - current | | | — | | | | | | 17.1 | | |

| Deferred income taxes | | | 610.6 | | | | | | 708.6 | | |

| Balance at December 31, 2019 | | | 206.8 | | | | | | $ | 2.1 | | | | | $ | 2,302.0 | | | | | $ | (141.4) | | | | | $ | (256.0) | | | | | $ | (36.8) | | | | | $ | 1,869.9 | | | | | $ | — | | | | | $ | 1,869.9 | |

| Net income (loss) | | | — | | | | | | — | | | | | | — | | | | | | (33.3) | | | | | | — | | | | | | — | | | | | | (33.3) | | | | | | 0.9 | | | | | | (32.4) | | |

| Acquisition of Ingersoll Rand Industrial (Note 4) | | | 211.0 | | | | | | 2.1 | | | | | | 6,934.9 | | | | | | — | | | | | | — | | | | | | — | | | | | | 6,937.0 | | | | | | 73.3 | | | | | | 7,010.3 | | |

| Costs of issuing equity securities (Note 4) | | | — | | | | | | — | | | | | | (1.0) | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.0) | | | | | | — | | | | | | (1.0) | | |

| Adoption of new accounting standard (ASU 2016-13) | | | — | | | | | | — | | | | | | — | | | | | | (1.0) | | | | | | — | | | | | | — | | | | | | (1.0) | | | | | | — | | | | | | (1.0) | | |

| Adjustments for shares tendered in open offer (Note 13) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (14.9) | | | | | | (14.9) | | |

| Adjustments for shares sold in offer for sale (Note 13) | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 11.9 | | | | | | 11.9 | | |

| Purchase of shares from noncontrolling interests | | | — | | | | | | — | | | | | | (14.9) | | |

| Proceeds from sale of noncontrolling interests | | | — | | | | | | — | | | | | | 11.9 | | |

On February 29, 2020, Ingersoll Rand Inc. (formerly known as Gardner Denver Holdings, Inc.) completed the acquisition of the Ingersoll Rand Industrial business (“Ingersoll Rand Industrial”) by way of merger and changed its name from Gardner Denver Holdings, Inc. to Ingersoll Rand Inc. The consolidated financial statements as of and for the year ended December 31, 2020 include the financial results of Ingersoll Rand Industrial from the date of acquisition.

castings representing the most significant materials inputs.

loss.

In March 2020, the Financial Accounting Standards Board (the “FASB”) issued ASU 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting, which provided optional expedients and exceptions for a limited time to ease the potential burden of accounting for reference rate reform on financial reporting.

This guidance applies to contracts, hedging relationships and other transactions affected by the discontinuation of the London Interbank Offered Rate (“LIBOR”) and other interbank offered rates.

The guidance was effective beginning on March 12, 2020 through December 31, 2022.

In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which explicitly clarifies which contracts, hedging relationships, and other transactions are within the scope of the optional expedients and exceptions allowed under Topic 848.

We applied practical expedients provided in Topic 848 allowing for the changes in contractual terms to be accounted for prospectively.

These modifications had no significant impact on our consolidated financial statements.

Refer to Note 11 “[Debt](#i48952da8ea6144a9985b4917ee215c15_301)” for further information regarding the terms of the Credit Agreement.

| Other expense, net | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 0.1 | | | | | | — | | | | | | — | | | | | | 0.1 | | |

| Income (Loss) from Discontinued Operations Before Income Taxes | | | 2.1 | | | | | | 343.7 | | | | | | 75.0 | | | | | | (1.6) | | | | | | (222.7) | | | | | | (49.0) | | | | | | 0.5 | | | | | | 121.0 | | | | | | 26.0 | | |

As of December 31, 2021, total assets of discontinued operations comprised cash and cash equivalents of $6.2 million, inventories of $5.6 million, accounts receivable, net of $2.5 million, and plant, property and equipment, net of $1.2 million and total liabilities of discontinued operations comprised accrued liabilities of $14.9 million and accounts payable of $2.2 million.

These assets and liabilities related to certain non-U.S. subsidiaries for which legal transfer of ownership did not occur until 2022.

Any further adjustments during the measurement period are not expected to be material.

Our management, with the participation of our principal executive officer and principal financial officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the [added: Securities] Exchange [removed: Act)] [added: Act of 1934,] as [added: amended (the “Exchange Act”) as] of December 31, [removed: 2022.][added: 2023.]

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to several businesses acquired during the year ended December 31, [removed: 2022] [added: 2023] as disclosed in Note 4 to the consolidated financial statements.

These businesses represented [removed: less than 1%] [added: approximately 2%] of the Company’s consolidated total assets (excluding goodwill and intangibles which were included in management’s assessment of internal control over financial reporting as of December 31, [removed: 2022)] [added: 2023)] and [removed: less than 1%] [added: approximately 4%] of the consolidated total revenues as of and for the year ended December 31, [removed: 2022.][added: 2023.]

Based on that evaluation, our principal executive officer and principal financial officer have concluded that our disclosure controls and procedures were effective at the reasonable assurance level as of December 31, [removed: 2022.][added: 2023.]

Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2022.][added: 2023.]

Consistent with guidance issued by the Securities and Exchange Commission that an assessment of a recently acquired business may be omitted from management’s report on internal control over financial reporting in the year of acquisition, management excluded an assessment of the effectiveness of the Company’s internal control over financial reporting related to several businesses acquired during the year ended December 31, 2023 as disclosed in Note 4 to the consolidated financial statements.

These businesses represented approximately 2% of the Company’s consolidated total assets (excluding goodwill and intangibles which were included in management’s assessment of internal control over financial reporting as of December 31, 2023) and approximately 4% of the consolidated total revenues as of and for the year ended December 31, 2023.

Rule 10b5-1 Trading Arrangements

On November 7, 2023, Vicente Reynal, the Company's Chairman, President and Chief Executive Officer, adopted a 10b5-1 trading arrangement (a “10b5-1 Plan”).

Mr. Reynal’s 10b5-1 Plan provides for the potential sale of up to 240,000 shares of the Company’s common stock, obtained from the exercise of vested stock options covered by the 10b5-1 Plan, from February 28, 2024 through August 5, 2024, and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

On December 7, 2023, Andy Schiesl, the Company's General Counsel, adopted a 10b5-1 trading arrangement (a “10b5-1 Plan”).

Mr. Reynal’s 10b5-1 Plan provides for the potential sale of up to 35,000 shares of the Company’s common stock from March 11, 2024 through August 5, 2024, and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended.

None.

The information required by this Item will be included in our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this Item will be included in our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

Except as set forth below, the information required by this Item will be included in our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The following table provides information as of December 31, [removed: 2022] [added: 2023] about our common stock that may be issued upon the exercise of options, warrants and rights granted to employees, consultants or directors under all of the existing equity compensation plans including our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan.

(1)Total includes [removed: 2,410,383] [added: 1,529,099] stock options under the Company’s 2013 Stock Incentive Plan and [removed: 3,902,961] [added: 3,752,686] stock options and [removed: 3,082,508] [added: 2,716,217] restricted stock units under the Company’s 2017 Omnibus Incentive Plan.

(3)These shares are available for grant as of December 31, [removed: 2022] [added: 2023] under the Company’s 2017 Omnibus Incentive Plan.

| Equity compensation plans approved by securityholders | | | 7,998,002 | | | | | | $ | 31.09 | | | | | 7,465,368 | | |

| Equity compensation plans approved by securityholders | | | 9,395,852 | | | | | | $ | 25.41 | | | | | 8,482,699 | | |

The information required by this Item will be included in our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

The information required by this Item will be included in our definitive proxy statement for the [removed: 2023] [added: 2024] Annual Meeting of Stockholders and is incorporated herein by reference.

We will file such definitive proxy statement with the SEC pursuant to Regulation 14A within 120 days of the fiscal year ended December 31, [removed: 2022.][added: 2023.]

| | | | Consolidated Statements of Operations - For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [44](#i48952da8ea6144a9985b4917ee215c15_253)] [added: [42](#idbb2367dd70b46f697a341d8528a17eb_259)] | | |

| | | | Consolidated Statements of Comprehensive Income - For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [45](#i48952da8ea6144a9985b4917ee215c15_256)] [added: [43](#idbb2367dd70b46f697a341d8528a17eb_262)] | | |

| | | | Consolidated Balance Sheets - As of December 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | [removed: [46](#i48952da8ea6144a9985b4917ee215c15_259)] [added: [44](#idbb2367dd70b46f697a341d8528a17eb_265)] | | |

| | | | Consolidated Statements of Stockholders’ Equity - For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [47](#i48952da8ea6144a9985b4917ee215c15_262)] [added: [45](#idbb2367dd70b46f697a341d8528a17eb_268)] | | |

| | | | Consolidated Statements of Cash Flows - For the years ended December 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | [removed: [48](#i48952da8ea6144a9985b4917ee215c15_265)] [added: [46](#idbb2367dd70b46f697a341d8528a17eb_271)] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: [50](#i48952da8ea6144a9985b4917ee215c15_268)] [added: [48](#idbb2367dd70b46f697a341d8528a17eb_274)] | | |

| | | | Report of Independent Registered Public Accounting Firm | | | [removed: [100](#i48952da8ea6144a9985b4917ee215c15_358)] [added: [95](#idbb2367dd70b46f697a341d8528a17eb_367)] | | |

| [removed: [3.2](http://www.sec.gov/Archives/edgar/data/0001699150/000114036121021705/brhc10025937_ex3-2.htm)] [added: [3.2](http://www.sec.gov/Archives/edgar/data/1699150/000162828023036698/ir2023q3ex32xthirdamendeda.htm)] | | | | | | [removed: Second] [added: Third] Amended and Restated Bylaws of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.2 to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: June 21, 2021)] [added: November 3, 2023)] | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex43xdescriptionofin.htm)] [added: [10.5](http://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex1057xoptiongrantag.htm)[6](http://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex1057xoptiongrantag.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex1057xoptiongrantag.htm)] | | | | | | [removed: Description] [added: Form] of [added: Stock Option Grant Notice and Agreement (2022) under the] Ingersoll Rand [removed: Inc.’s Securities] [added: Inc. Amended and Restated 2017 Omnibus Incentive Plan] (incorporated by reference to Exhibit [removed: 4.3] [added: 10.57] to the Registrant’s Annual Report on Form 10-K filed on February 25, 2022) | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-4.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-4.htm)[2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-4.htm)] | | | | | | Pledge Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), Renaissance Acquisition Corp., the subsidiary pledgors identified therein and UBS AG, Stamford Branch, as collateral agent (incorporated by reference to Exhibit 10.4 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.12](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-5.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-5.htm)[3](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-5.htm)] | | | | | | Security Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), Renaissance Acquisition Corp., the subsidiary grantors identified therein and UBS AG, Stamford Branch, as collateral agent (incorporated by reference to Exhibit 10.5 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.13](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-6.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-6.htm)[4](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-6.htm)] | | | | | | Guarantee Agreement, dated as of July 30, 2013, among Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.), the subsidiary guarantors identified therein and UBS AG, Stamford Branch, as administrative agent and collateral agent (incorporated by reference to Exhibit 10.6 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.14†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)[5](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-13.htm)] | | | | | | Form of Management Stockholder’s Agreement (incorporated by reference to Exhibit 10.13 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.15†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)[6](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-14.htm)] | | | | | | Form of Director Stockholder’s Agreement (incorporated by reference to Exhibit 10.14 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.16](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-15.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-15.htm)[7](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-15.htm)] | | | | | | Form of Advisor Stockholder’s Agreement (incorporated by reference to Exhibit 10.15 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.17†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)[8](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)] | | | | | | Form of Director Stock Option Agreement under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.16 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.18†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)] [added: [10.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)[9](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)] | | | | | | Form of Management Stock Option Agreement (December 2013) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.19†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)[20](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)] | | | | | | Form of Management Stock Option Agreement (May 2015) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.20†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)[1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-19.htm)] | | | | | | Form of Management Stock Option Agreement (May 2016, 3 year vesting) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.21†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-20.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-20.htm)[2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-20.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-20.htm)] | | | | | | Form of Management Stock Option Agreement (May 2016, 5 year vesting) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.22†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)[3](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)] | | | | | | Form of Management Stock Option Agreement (December 2016) under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.21 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.23†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-22.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-22.htm)[4](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-22.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-22.htm)] | | | | | | Form of Amendment to Stock Option Agreement or Stock Appreciation Right Agreement under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and its Subsidiaries (incorporated by reference to Exhibit 10.22 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.24†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-23.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-23.htm)[5](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-23.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-23.htm)] | | | | | | Stock Option Agreement, dated as of March 7, 2014, under the 2013 Stock Incentive Plan for Key Employees of Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) between Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent Corp.) and Andrew Schiesl (incorporated by reference to Exhibit 10.23 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.25†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-24.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-24.htm)[6](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-24.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-24.htm)] | | | | | | Form of Sale Participation Agreement (incorporated by reference to Exhibit 10.24 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.26†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-25.htm)] [added: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-31.htm)[7](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-31.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-31.htm)] | | | | | | Offer Letter, dated [removed: April 17, 2015,] [added: November 25, 2013,] between [removed: Vicente Reynal and] Gardner Denver, Inc. [added: and Andy Schiesl] (incorporated by reference to Exhibit [removed: 10.25] [added: 10.31] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.27†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-26.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_4.htm)[3](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_4.htm)] | | | | | | [removed: Offer Letter,] [added: Real Estate Matters Agreement,] dated [removed: November 19, 2015,] [added: February 29, 2020, by and] between [removed: Vicente Reynal] [added: Ingersoll-Rand plc,] and [added: Ingersoll-Rand U.S. HoldCo, Inc. and] Gardner [removed: Denver,] [added: Denver Holdings,] Inc. (incorporated by reference to Exhibit [removed: 10.26] [added: 10.4] to the Registrant’s [removed: Registration Statement] [added: Current Report] on Form [removed: S-1] [added: 8-K] filed on [removed: February 28, 2017)] [added: March 4, 2020)] | | |

| [removed: [10.29†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118041472/ex10_1.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000162828023016124/ir2023q1ex101-employmentag.htm)[29](http://www.sec.gov/Archives/edgar/data/1699150/000162828023016124/ir2023q1ex101-employmentag.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000162828023016124/ir2023q1ex101-employmentag.htm)] | | | | | | Employment [removed: Contract,] [added: Agreement,] dated [removed: September 11, 2018] [added: April 10, 2023,] between [removed: Gardner Denver Deutschland GmbH] [added: Ingersoll Rand Inc.] and Enrique Miñarro Viseras (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on [removed: October 29, 2018)] [added: May 5, 2023)] | | |

| [removed: [10.30†](https://www.sec.gov/Archives/edgar/data/1699150/000162828022028451/ir2022q3ex101xemploymentag.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000162828022028451/ir2022q3ex101xemploymentag.htm)[28](https://www.sec.gov/Archives/edgar/data/1699150/000162828022028451/ir2022q3ex101xemploymentag.htm)[†](https://www.sec.gov/Archives/edgar/data/1699150/000162828022028451/ir2022q3ex101xemploymentag.htm)] | | | | | | Employment Agreement, dated September 1, 2022, between Ingersoll Rand Inc. and Vicente Reynal (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on November 4, 2022) | | |

| [removed: [10.31†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004462/ex4_4.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004462/ex4_4.htm)[0](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004462/ex4_4.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004462/ex4_4.htm)] | | | | | | Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 4.4 to the Registrant’s Registration Statement on Form S-8 filed on March 2, 2020) | | |

| [removed: [10.32†](http://www.sec.gov/Archives/edgar/data/1699150/000162828021008453/ir2021q1ex101xamended2017p.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000162828021008453/ir2021q1ex101xamended2017p.htm)[1](http://www.sec.gov/Archives/edgar/data/1699150/000162828021008453/ir2021q1ex101xamended2017p.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000162828021008453/ir2021q1ex101xamended2017p.htm)] | | | | | | First Amendment to Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 30, 2021) | | |

| [removed: [10.33†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_1.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_1.htm)[2](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_1.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_1.htm)] | | | | | | Form of Restricted Stock Unit Grant Notice and Agreement (2018) under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q filed on April 27, 2018) | | |

| [removed: [10.34†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_2.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_2.htm)[3](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_2.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118020162/ex10_2.htm)] | | | | | | Form of Director Restricted Stock Unit Grant Notice and Agreement under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on April 27, 2018) | | |

| [removed: [10.35†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118008833/ex10_42.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036118008833/ex10_42.htm)[4](http://www.sec.gov/Archives/edgar/data/1699150/000114036118008833/ex10_42.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036118008833/ex10_42.htm)] | | | | | | Form of Stock Option Grant Notice and Agreement under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.42 to the Registrant’s Annual Report on Form 10-K filed on February 16, 2018) | | |

| [removed: [10.36†](http://www.sec.gov/Archives/edgar/data/1699150/000114036119004014/h10061123x1_ex10-36.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036119004014/h10061123x1_ex10-36.htm)[5](http://www.sec.gov/Archives/edgar/data/1699150/000114036119004014/h10061123x1_ex10-36.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036119004014/h10061123x1_ex10-36.htm)] | | | | | | Gardner Denver, Inc. Supplemental Excess Defined Contribution Plan (January 1, 2019 Restatement) (incorporated by reference to Exhibit 10.36 to the Registrant’s Annual Report on Form 10-K filed on February 27, 2019) | | |

| [removed: [10.37](http://www.sec.gov/Archives/edgar/data/1699150/000114036119008488/nc10001577x1_ex10-2.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036119008488/nc10001577x1_ex10-2.htm)[6](http://www.sec.gov/Archives/edgar/data/1699150/000114036119008488/nc10001577x1_ex10-2.htm)] | | | | | | Amendment No. 1 to the Stockholders Agreement, dated as of April 30, 2019, between Gardner Denver Holdings, Inc. and KKR Renaissance Aggregator L.P. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on May 6, 2019) | | |

| [removed: [10.38†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120017479/ex10_2.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036120017479/ex10_2.htm)[7](http://www.sec.gov/Archives/edgar/data/1699150/000114036120017479/ex10_2.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120017479/ex10_2.htm)] | | | | | | Transition Agreement, dated June 12, 2020, between Ingersoll Rand Inc. and Emily Weaver (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on August 4, 2020) | | |

| [removed: [10.39†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_43.htm)] [added: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_43.htm)[8](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_43.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_43.htm)] | | | | | | Form of Stock Option Grant Notice and Agreement under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan | | |

| [removed: [10.40†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_44.htm)] [added: [10.](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_44.htm)[39](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_44.htm)[†](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004146/exhibit10_44.htm)] | | | | | | Form of Restricted Stock Unit Grant Notice and Agreement (2019) under the Gardner Denver Holdings, Inc. 2017 Omnibus Incentive Plan | | |

| [removed: [10.41](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_1.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_1.htm)[0](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_1.htm)] | | | | | | Transition Services Agreement, dated as of February 29, 2020, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. Holdco, Inc. (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on March 4, 2020) | | |

| [removed: [10.42](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_2.htm)] [added: [10.4](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_2.htm)[1](http://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_2.htm)] | | | | | | Tax Matters Agreement, dated as of February 29, 2020, by and among Ingersoll-Rand plc, Ingersoll-Rand Lux International Holding Company S.A.R.L, Ingersoll-Rand Services Company, Ingersoll-Rand U.S. HoldCo, Inc. and Gardner Denver Holdings, Inc. (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on March 4, 2020) | | |

| [4.2](https://www.sec.gov/Archives/edgar/data/1699150/000162828024006642/ir2023ex42xdescriptionofin.htm) | | | | | | Description of Ingersoll Rand Inc.’s Securities | | |

| [4.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-1.htm) | | | | | | Base Indenture, dated as of August 14, 2023, among Ingersoll Rand Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed on August 14, 2023). | | |

| [4.4](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-2.htm) | | | | | | 2028 Notes Supplemental Indenture No. 1, dated as of August 14, 2023, among Ingersoll Rand Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 14, 2023). | | |

| [4.5](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-3.htm) | | | | | | 2033 Notes Supplemental Indenture No. 1, dated as of August 14, 2023, among Ingersoll Rand Inc. and Deutsche Bank Trust Company Americas, as trustee (incorporated by reference to Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on August 14, 2023). | | |

| [4.6](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-2.htm) | | | | | | Form of Global Note for 5.400% Senior Notes due 2028 (included in Exhibit 4.2 to the Registrant’s Current Report on Form 8-K filed on August 14, 2023). | | |

| [4.7](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-3.htm) | | | | | | Form of Global Note for 5.700% Senior Notes due 2033 (included in Exhibit 4.3 to the Registrant’s Current Report on Form 8-K filed on August 14, 2023). | | |

| [10.11](http://www.sec.gov/Archives/edgar/data/1699150/000162828023016124/ir2023q1ex102-amendmentno9.htm) | | | | | | Joinder Agreement and Amendment No. 9 to Credit Agreement, dated as of April 21, 2023, by and among Ingersoll Rand Inc., Gardner Denver, Inc., Ingersoll-Rand Services Company, GD German Holdings II GmbH, Gardner Denver Holdings Ltd., Citibank, N.A., and the lenders and other parties party thereto (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2023) | | |

| [97.1](https://www.sec.gov/Archives/edgar/data/1699150/000162828024006642/ir2023ex971xincentivecompe.htm) | | | | | | Ingersoll Rand Inc. Incentive Compensation Clawback Policy | | |

Financial Statements, Financial Statement Schedule and Exhibits

| [10.28†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-31.htm) | | | | | | Offer Letter, dated November 25, 2013, between Gardner Denver, Inc. and Andy Schiesl (incorporated by reference to Exhibit 10.31 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [10.57†](http://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex1057xoptiongrantag.htm) | | | | | | Form of Stock Option Grant Notice and Agreement (2022) under the Ingersoll Rand Inc. Amended and Restated 2017 Omnibus Incentive Plan (incorporated by reference to Exhibit 10.57 to the Registrant’s Annual Report on Form 10-K filed on February 25, 2022) | | |

| [10.58†](https://www.sec.gov/Archives/edgar/data/1699150/000162828022028451/ir2022q3ex102xperformances.htm) | | | | | | Performance Stock Unit Grant Notice and Agreement, dated September 1, 2022, between Ingersoll Rand Inc. and Vicente Reynal (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q filed on November 4, 2022) | | |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf on the [removed: 21st] [added: 23rd] day of February [removed: 2023,] [added: 2024,] by the undersigned, thereunto duly authorized.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below on the [removed: 21st] [added: 23rd] day of February [removed: 2023,] [added: 2024,] by the following persons on behalf of the registrant and in the capacities indicated.

| /s/ Julie Schertell | | | | | | Director | | |

| Julie Schertell | | | | | | | | |

| /s/ JoAnna Sohovich | | | | | | Director | | |

| JoAnna Sohovich | | | | | | | | |

| | | | | | | | | |

| /s/ Michael Stubblefield | | | | | | Director | | |

| Michael Stubblefield | | | | | | | | |