Ingersoll Rand (IR) 10-K risk factor changes: FY2024 vs FY2023

If our customers are unable to access credit markets or lack liquidity, [removed: it may impact] customer demand for our products and [removed: services.][added: services may be impacted.]

For the year ended December 31, [removed: 2023, 58%] [added: 2024, 57%] of our revenues were from customers in countries outside of the United States.

[added: 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.

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

For example, if one or more of our manufacturing facilities are damaged by severe weather or any other disaster, accident, catastrophe or [removed: event,] [added: event (including but not limited to those as a result of climate change),] our operations could be significantly interrupted impacting our ability to produce products and sell products to customers.

[removed: We have experienced disruptions to our supply deliveries for] raw materials and component parts due to reasons related to the pandemic and other recent economic conditions and may experience further supply disruptions.

[removed: Our] [added: Certain of our] shareholders, customers and employees [added: and regulators in certain countries] continue to expect a more [removed: proactive] [added: comprehensive] response to environmental, social, and governance (“ESG”) matters.

We may incur increased costs and may be exposed to new risks responding to these higher expectations and [removed: requirements.][added: requirements, including the European Union’s Corporate Sustainability Reporting Directive.]

The Company has emphasized its commitment to making a positive impact on our [removed: shared planet] [added: environment] with the announcement of environmental goals with respect to greenhouse gas emissions, renewable energy, water usage and landfill waste.

A significant portion of our revenue, 55% for the year ended December 31, [removed: 2023,] [added: 2024,] is denominated in currencies other than the U.S. dollar.

Our ability to develop new products based on technological innovation, including those that incorporate artificial intelligence [added: (“AI”)] 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.

As of December 31, [removed: 2023,] [added: 2024,] we had over [removed: 18,000] [added: 21,000] employees of which approximately [removed: 6,200] [added: 6,300] 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: 390] [added: 380] are represented by labor unions.

Changes in tax [removed: or other laws,] [added: laws and] regulations, or adverse determinations by taxing or other governmental authorities could increase our effective tax rate and cash taxes paid or otherwise affect our financial condition or operating results.

See Note 1 “Summary of Significant Accounting Policies” and Note [removed: 16] [added: 17] “Income Taxes” to our audited consolidated financial statements included elsewhere in this Form 10-K for additional information related to our accounting for income tax matters.

Although we make a significant effort to avoid infringing known proprietary rights of third parties, the steps we take to prevent misappropriation, infringement or other violation of the intellectual property of others may not be successful and from time to [removed: time we may receive notice that a third party believes that our products may be infringing certain patents, tradenames or other proprietary rights of such third party.]

We incurred restructuring charges of [removed: $19.9] [added: $31.2] million and [removed: $29.3] [added: $19.9] million in the years ended December 31, [removed: 2023] [added: 2024] and [added: 2023, respectively.]

[removed: Because substantially] all of our custom engineered product contracts are at a fixed price, we face the risk that cost overruns, delays, penalties or liquidated damages may exceed, erode or eliminate our expected profit margin, or cause us to record a loss on our projects.

In addition, the consolidation or vertical integration of key customers may result in the loss of certain customer contracts or impact demand or competition for our [removed: products.][added: products, especially in our life sciences and aerospace end markets.]

See Note [removed: 21 “Contingencies”] [added: 20 “Hedging Activities, Derivative Instruments and Credit Risk”] to our audited consolidated financial statements included elsewhere in this Form 10-K.

The nature of our products creates the possibility of significant product [removed: liability and] [added: liability,] warranty claims, [added: and product recalls,] which could harm our business.

As of December 31, [removed: 2023,] [added: 2024,] the net carrying value of goodwill and other intangible assets, net represented [removed: $10.2] [added: $12.5] billion, or [removed: 66%,] [added: 70%,] of our total assets.

In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new cleanup requirements could require us to incur costs or become the basis for [removed: new or increased liabilities that could have a material adverse effect on our business, financial condition, results of operations or liquidity.]

As of December 31, [removed: 2023,] [added: 2024,] our projected benefit obligations under our pension and other postretirement benefit plans exceeded the fair value of plan assets by [removed: $150.8] [added: $139.0] million (“unfunded status”).

As of December 31, [removed: 2023,] [added: 2024,] we had total indebtedness of [removed: $2,723.6] [added: $4,757.5] million, and we had availability [added: of $2,600 million] under [added: each of] the [added: New] Revolving Credit Facility [removed: of $2,000 million.][added: and Commercial Paper Program.]

Our level of debt could have 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 [removed: Senior Secured] [added: New Revolving] Credit [removed: Facilities, are at] [added: Facility and portions of our Senior Notes which have been swapped to] 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 [removed: Senior Notes and] definitions of capitalized terms used in this section, see Note [removed: 11] [added: 12] “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K.

We may not be able to generate sufficient cash to service all of our [removed: indebtedness,] [added: indebtedness] and may be forced to take other actions to satisfy our obligations under our indebtedness, which may not be successful.

If we cannot make scheduled payments on our debt, we will be in default and the lenders under the [added: New] Revolving Credit Facility could terminate their commitments to loan [removed: money, and our secured lenders (including the lenders under the Senior Secured Credit Facilities) could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation.][added: money.]

[removed: Although the credit agreement governing the Senior Secured Credit Facilities contains restrictions on the incurrence of additional indebtedness, these restrictions are subject] to a number of qualifications and exceptions, and the additional indebtedness incurred in compliance with these restrictions could be substantial.

For a complete description of the Company’s [removed: credit facilities] [added: debt] and definitions of capitalized terms used in this section, see Note [removed: 11] [added: 12] “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K.

If interest rates increase, our debt service obligations on the variable rate [removed: indebtedness] will increase [removed: even though the amount borrowed will remain the same,] and our net income and cash flows, including cash available for servicing our indebtedness, will correspondingly decrease.

[removed: We] [added: Additionally, we] will be exposed to credit-related losses which could impact the results of operations in the event of fluctuations in the fair value of the interest rate swaps due to a change in the credit worthiness or non-performance by the counterparties to the interest rate swaps.

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

We have access to capital through our [added: New] Revolving Credit [removed: Facility, which is part of our Senior Secured Credit Facilities.][added: Facility.]

Each financial institution which is part of the syndicate for our [added: New] Revolving Credit Facility is responsible on a several, but not joint, basis for providing a portion of the loans to be made under our facility.

If any participant or group of participants with a significant portion of the commitments in our [added: New] Revolving Credit Facility fails to satisfy its or their respective obligations to extend credit under the facility and we are unable to find a replacement for such participant or participants on a timely basis (if at all), our liquidity may be adversely affected.

Furthermore, manufacturing or design defects in, unanticipated use of, safety or quality issues (or the perception of such issues) with respect to, or inadequate disclosure of risks relating to the use of products and services that we make or sell (including items that we source from third parties) can lead to personal injury, death, property damage and/or regulatory violations.

In addition, we may fail to maintain an adequate quality management system (“QMS”) or fail to comply with the controls and processes established in our QMS.

All of these events or failures can lead to recalls or safety alerts, result in removal of a product or service from the market and result in product liability, errors and omissions or similar claims being brought against us and lead to personal injury, death, property damage and/or regulatory violations.

Recalls, removals and product liability or similar claims (regardless of validity or ultimate outcome) could create negative publicity and damage to our reputation that could reduce demand for our products and services, creating a material adverse effect on our revenues, earnings and cash flows.

In the past, we have experienced disruptions to our supply deliveries for

Conversely, anti-ESG sentiment has gained momentum across the United States, especially at the Federal executive branch and the executive branches of certain states as well as with certain non-government organizations (“NGOs”).

Various presidential

executive orders issued in early 2025 implement new obligations for Federal contractors/subcontractors to certify compliance with existing Federal anti-discrimination laws, encourages private employers to end programs supporting illegal Diversity, Equity, and Inclusion (“DEI”) discrimination and preferences, and directs Federal agencies to formulate enforcement plans to deter DEI programs in the private sector that advance unlawful discrimination or preferences.

Moreover, several states have enacted or proposed “anti-ESG” policies or legislation.

In addition, NGOs may criticize our sustainability initiatives or take actions against us like boycotts or adverse media campaigns.

Failure to successfully manage divergent ESG-related expectations across stakeholders, including regulators, could erode stakeholder trust, impact our reputation, result in regulatory fines or other adverse action, and otherwise adversely affect our business.

Uncertainties with respect to the development, and use of artificial intelligence in our business and products may result in harm to our business and reputation.

We have begun incorporating AI into our business activities and our product and service offerings.

As with many innovations, AI presents risks and challenges that could adversely impact our business.

The development, adoption, and use of AI technologies are still in their early stages and ineffective or inadequate AI development or deployment practices could result in unintended consequences.

For example, AI algorithms may be flawed or may be based on datasets that are biased or insufficient.

In addition, any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings.

Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly if our competitors successfully deploy AI in their businesses, products and services), and the development and deployment of AI will require additional investment and increase our costs.

There also may be real or perceived social harm, unfairness, or other outcomes that undermine public confidence in the use and deployment of AI.

Any of the foregoing may result in decreased demand for our products or harm to our business, financial statements or reputation.

The legal and regulatory landscape surrounding AI technologies is rapidly evolving and uncertain, including in the areas of intellectual property, cybersecurity and privacy and data protection.

Compliance with new or changing laws, regulations or industry standards relating to AI may impose significant costs and may limit our ability to develop, deploy or use AI technologies.

Failure to appropriately respond to this evolving landscape may result in legal liability, regulatory action, or brand and reputational harm.

time we may receive notice that a third party believes that our products may be infringing certain patents, tradenames or other proprietary rights of such third party.

Because substantially

Significant negative industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of our assets, changes in the structure of our business, divestitures, market capitalization declines, or increases in associated discount rates can impair our goodwill and other intangible assets.

new or increased liabilities that could have a material adverse effect on our business, financial condition, results of operations or liquidity.

Although the credit agreement governing the New Revolving Credit Facility contains restrictions on the incurrence of certain additional indebtedness, these restrictions are subject

For example, we can increase the borrowing availability under the New Revolving Credit Facility by up to $1,000.0 million in the form of additional commitments in compliance with the New Revolving Credit Facility.

Our fixed rate to floating rate swap contracts subject us to risks related to interest rate risk, counterparty credit worthiness and non-performance on these instruments.

Our fixed rate to floating rate swap contracts expose us to interest rate risk.

As we expand our business globally, our

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

2022, respectively.

We are a defendant in certain asbestos and silica-related personal injury lawsuits, which could adversely affect our financial condition.

We have been named as a defendant in many asbestos and silica-related personal injury lawsuits.

The plaintiffs in these suits allege exposure to asbestos or silica from multiple sources, and typically we are one of approximately 25 or more named defendants.

We believe that, given our financial reserves and anticipated insurance recoveries, the pending and potential future lawsuits are not likely to have a material adverse effect on our consolidated financial position, results of operations or liquidity.

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.

In addition, even if any damages payable by us in any individual lawsuit are not material, the aggregate damages and related defense costs could be material and could materially adversely affect our financial condition if we were to receive an adverse judgment in a number of these lawsuits.

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

In addition, we can increase the borrowing availability under the Senior Secured Credit Facilities by up to $1,600.0 million in the form of additional commitments under the Revolving Credit Facility and/or incremental term loans plus an additional amount so long as we do not exceed a specified senior secured leverage ratio.

We also can incur additional secured indebtedness under the Senior Secured Credit Facilities if certain specified conditions are met under the credit agreement governing the Senior Secured Credit Facilities.

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

The credit agreement governing the Senior Secured Credit Facilities contains a number of restrictive covenants that impose significant operating and financial restrictions on us and may limit our ability to engage in acts that may be in our best interest, including restrictions on our ability to: incur additional indebtedness and guarantee indebtedness; pay dividends, make other distributions in respect of, or repurchase or redeem capital stock; prepay, redeem or repurchase certain debt; make loans, investments and other restricted payments; sell or otherwise dispose of assets; incur liens; enter into transactions with affiliates; enter into agreements restricting our subsidiaries’ ability to pay dividends; consolidate, merge or sell all or substantially all of our assets; make needed capital expenditures; make strategic acquisitions, investments or enter into joint ventures; plan for or react to market conditions or otherwise execute our business strategies; and engage in business activities, including future opportunities, that may be in our interest.

A breach of the covenants under the credit agreement governing the Senior Secured Credit Facilities could result in an event of default under the applicable indebtedness.

Such a default may allow the creditors to accelerate the related debt principal and/or related interest payments and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies.

In addition, an event of default under the credit agreement governing our Senior Secured Credit Facilities would permit the lenders under our Revolving Credit Facility to terminate all commitments to extend further credit under that facility.

Furthermore, if we were unable to repay the amounts due and payable under our Senior Secured Credit Facilities, those lenders could proceed against the collateral granted to them to secure that indebtedness.

In the event our lenders or noteholders accelerate the repayment of our borrowings and/or interest, we and our subsidiaries may not have sufficient assets to repay that indebtedness.

Our variable rate indebtedness subjects us to interest rate risk, which could cause our debt service obligations to increase significantly.

Borrowings under our Senior Secured Credit Facilities are at variable rates of interest and expose us to interest rate risk.

We utilize derivative financial instruments to reduce our exposure to market risks from changes in interest rates on our variable rate indebtedness and we will be exposed to risks related to counterparty credit worthiness or non-performance of these instruments.

We may enter into pay-fixed interest rate swap instruments from time to time to limit our exposure to changes in variable interest rates.

Such instruments will result in economic losses should interest rates not rise above the pay-fixed interest rate in the derivative contracts.

See Note 19 “Hedging Activities, Derivative Instruments and Credit Risk” to our audited consolidated financial statements included elsewhere in this Form 10-K.

Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, Nash, CompAir, Thomas, Milton Roy, Seepex, Elmo Rietschle, ARO, Robuschi, [added: ILC Dover,] Emco Wheaton [removed: and Runtech Systems, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.]

To support our customers and market presence, we maintain significant global scale with over 60 key manufacturing facilities, and over 40 complementary service and repair centers across six continents and over [removed: 18,000] [added: 21,000] employees worldwide as of December 31, [removed: 2023.][added: 2024.]

As a result, our aftermarket revenue is significant, representing [removed: 35.8%] [added: 36.4%] of total Company revenue in [removed: 2023.][added: 2024.]

We are subject to income tax in [removed: 49] [added: 48] jurisdictions outside of the United States.

A significant portion of our revenues, 55% for the year ended December 31, [removed: 2023,] [added: 2024,] was denominated in currencies other than the U.S. dollar.

This section discusses our results of continuing operations for the year ended December 31, [removed: 2023] [added: 2024] as compared to the year ended December 31, [removed: 2022.][added: 2023.]

For a discussion and analysis of the year ended December 31, [removed: 2022,] [added: 2023,] compared to the same in [removed: 2021,] [added: 2022,] 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: 2022] [added: 2023] filed with the SEC on February [removed: 21, 2023.][added: 23, 2024.]

Consolidated Results of Operations for the Years Ended December 31, [removed: 2023] [added: 2024] and [removed: 2022][added: 2023]

| Revenues | | | $ | [removed: 6,876.1] [added: 7,235.0] | | | | | $ | [removed: 5,916.3] [added: 6,876.1] | |

| Cost of sales | | | [removed: 3,993.9] [added: 4,065.0] | | | | | | [removed: 3,590.7] [added: 3,993.9] | | |

| Gross Profit | | | [removed: 2,882.2] [added: 3,170.0] | | | | | | [removed: 2,325.6] [added: 2,882.2] | | |

| Selling and administrative expenses | | | [removed: 1,272.7] [added: 1,344.4] | | | | | | [removed: 1,095.8] [added: 1,272.7] | | |

| Amortization of intangible assets | | | [removed: 367.5] [added: 373.0] | | | | | | [removed: 347.6] [added: 367.5] | | |

| Other operating expense, net | | | [removed: 77.7] [added: 138.6] | | | | | | [removed: 64.9] [added: 77.7] | | |

| Operating Income | | | [removed: 1,164.3] [added: 1,300.1] | | | | | | [removed: 817.3] [added: 1,164.3] | | |

| Interest expense | | | [removed: 156.7] [added: 213.2] | | | | | | [removed: 103.2] [added: 156.7] | | |

| Loss on extinguishment of debt | | | [removed: 13.5] [added: 3.0] | | | | | | [removed: 1.1] [added: 13.5] | | |

| Other income, net | | | [removed: (37.0)] [added: (48.9)] | | | | | | [removed: (29.2)] [added: (37.0)] | | |

| Income Before Income Taxes | | | [removed: 1,031.1] [added: 1,132.8] | | | | | | [removed: 742.2] [added: 1,031.1] | | |

| Provision for income taxes | | | [removed: 240.0] [added: 262.5] | | | | | | [removed: 149.6] [added: 240.0] | | |

| [removed: Income (loss)] [added: Loss] on equity method investments | | | [removed: (6.0)] [added: (24.0)] | | | | | | [removed: 0.7] [added: (6.0)] | | |

| Net Income | | | [removed: 785.1] [added: 846.3] | | | | | | [removed: 608.5] [added: 785.1] | | |

| Less: Net income attributable to noncontrolling interests | | | [removed: 6.4] [added: 7.7] | | | | | | [removed: 3.8] [added: 6.4] | | |

| Net Income Attributable to Ingersoll Rand Inc. | | | $ | [removed: 778.7] [added: 838.6] | | | | | $ | [removed: 604.7] [added: 778.7] | |

| Gross [removed: profit] [added: Profit] | | | [removed: 41.9] [added: 43.8] | | % | | | | [removed: 39.3] [added: 41.9] | | % |

| Selling and administrative expenses | | | [removed: 18.5] [added: 18.6] | | % | | | | 18.5 | | % |

| Operating [removed: income] [added: Income] | | | [removed: 16.9] [added: 18.0] | | % | | | | [removed: 13.8] [added: 16.9] | | % |

| Adjusted EBITDA(1) | | | [removed: 26.0] [added: 27.9] | | % | | | | [removed: 24.3] [added: 26.0] | | % |

| Adjusted EBITDA(1) | | | $ | [removed: 1,786.8] [added: 2,018.1] | | | | | $ | [removed: 1,434.8] [added: 1,786.8] | |

| Adjusted net income(1) | | | [removed: 1,215.8] [added: 1,349.3] | | | | | | [removed: 971.7] [added: 1,215.8] | | |

| Cash flows - operating activities | | | [removed: 1,377.4] [added: 1,396.7] | | | | | | [removed: 865.4] [added: 1,377.4] | | |

| Cash flows - investing activities | | | [removed: (1,060.5)] [added: (3,107.7)] | | | | | | [removed: (337.3)] [added: (1,060.5)] | | |

| Cash flows - financing activities | | | [removed: (337.5)] [added: 1,707.5] | | | | | | [removed: (954.0)] [added: (337.5)] | | |

| Free cash flow(1) | | | [removed: 1,272.0] [added: 1,247.6] | | | | | | [removed: 770.8] [added: 1,272.0] | | |

Revenues for [removed: 2023] [added: 2024] were [removed: $6,876.1] [added: $7,235.0] million, an increase of [removed: $959.8] [added: $358.9] million, or [removed: 16.2%,] [added: 5.2%,] compared to [removed: $5,916.3] [added: $6,876.1] million in [removed: 2022.][added: 2023.]

The increase in revenues was primarily due to [removed: higher pricing of $397.0 million,] acquisitions of [removed: $375.1 million,] [added: $471.2 million] and higher [removed: organic volumes] [added: pricing] of [removed: $213.3] [added: $153.3] million, partially offset by [added: lower organic volumes of $241.9 million and] unfavorable impact of foreign currencies of [removed: $25.6] [added: $23.7] million.

The percentage of consolidated revenues derived from aftermarket parts and services was [removed: 35.8%] [added: 36.4%] in [removed: 2023] [added: 2024] compared to [removed: 35.2%] [added: 35.8%] in [removed: 2022.][added: 2023.]

Gross profit in [removed: 2023] [added: 2024] was [removed: $2,882.2] [added: $3,170.0] million, an increase of [removed: $556.6] [added: $287.8] million, or [removed: 23.9%,] [added: 10.0%,] compared to [removed: $2,325.6] [added: $2,882.2] million in [removed: 2022,] [added: 2023,] and as a percentage of revenues was [removed: 41.9%] [added: 43.8%] in [removed: 2023] [added: 2024] and [removed: 39.3%] [added: 41.9%] in [removed: 2022.][added: 2023.]

The increase in gross profit is primarily due to higher [removed: pricing, acquisitions,] [added: pricing] and [removed: higher organic volumes] [added: acquisitions] discussed above.

Selling and administrative expenses were [removed: $1,272.7] [added: $1,344.4] million in [removed: 2023,] [added: 2024,] an increase of [removed: $176.9] [added: $71.7] million, or [removed: 16.1%,] [added: 5.6%,] compared to [removed: $1,095.8] [added: $1,272.7] million in [removed: 2022.][added: 2023.]

and Runtech Systems, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.

| | | | 2024 | | | | | | 2023 | | |

| Impairment of other intangible assets | | | 13.9 | | | | | | — | | |

| Net Income | | | 11.7 | | % | | | | 11.4 | | % |

The increase in gross profit as a percentage of revenues is primarily due to increased price and input cost productivity improvements.

*Impairment of Other Intangible Assets*

Impairment of other intangible assets was $13.9 million in 2024 due to the Company’s decision to rationalize a business within the Precision and Science Technologies segment.

See Note 9 “Goodwill and Other Intangible Assets” to our audited consolidated financial statements included elsewhere in this Form 10-K for further details.

The increase in the tax provision is primarily due to an increase in pre-tax book income.

The effective tax rate in 2024 is consistent with the effective tax rate in 2023.

The increase in Adjusted EBITDA was primarily due to higher pricing of $153.3 million, acquisitions of $105.6 million, favorable cost productivity and

| | | | 2024 | | | | | | 2023 | | |

| Impairment of other intangible assets | | | 13.9 | | | | | | — | | |

| Loss on extinguishment of debt | | | 3.0 | | | | | | 13.5 | | |

| Loss on asbestos sale | | | 58.8 | | | | | | — | | |

| Other adjustments(f) | | | 0.4 | | | | | | 0.8 | | |

| Interest expense | | | $ | 213.2 | | | | | $ | 156.7 | |

| Interest income on cash and cash equivalents | | | (43.3) | | | | | | (28.8) | | |

| | | | 2024 | | | | | | 2023 | | |

(e)Represents non-recoverable costs associated with a cybersecurity event.

| | | | 2024 | | | | | | 2023 | | |

| Provision for income taxes | | | $ | 262.5 | | | | | $ | 240.0 | |

| | | | 2024 | | | | | | 2023 | | | | | | 2024 vs. 2023 | | |

2024 vs. 2023

Segment Orders for 2024 were $1,398.9 million, an increase of $195.4 million, or 16.2%, compared to $1,203.5 million in 2023.

| | | | 2024 | | | | | | 2023 | | |

We can increase the borrowing availability under the New Revolving Credit Facility by up to $1,000.0 million in the form of additional commitments on the terms set forth in the New Revolving Credit Facility.

See Note 12 “Debt” to our audited consolidated financial statements included elsewhere in this Form 10-K for further details.

| | | | 2024 | | | | | | 2023 | | |

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

The increase in contract assets was primarily due to the timing of revenue recognition on percentage of complete jobs in relation to contractual billing milestones and to acquisitions completed in 2024.

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

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

| | | | 2024 | | | | | | 2023 | | |

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

Cash provided by operating activities increased $19.3 million to $1,396.7 million in 2024 from $1,377.4 million in 2023.

This increase is primarily attributable to higher net income and a decrease in income tax payments in 2024 compared to 2023, partially offset by an increase in interest payments in 2024 for our Senior Notes, an increase in incentive compensation paid in 2024 and cash used in operating working capital in 2024, compared to cash generated in operating working capital in 2023.

Estimates of fair value represent management’s best estimate of assumptions and about future events and uncertainties, including

No goodwill impairments were recorded in 2024 and the cushion of all reporting units was at least 60%, with the exception of two reporting units in our Precision and Science Technologies segment.

These two reporting units have goodwill totaling approximately $1.1 billion and limited cushions ranging from 5% to 16%.

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

| Income from Continuing Operations | | | 785.1 | | | | | | 593.3 | | |

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

| Income from continuing operations | | | 11.4 | | % | | | | 10.0 | | % |

The increase in gross profit as a percentage of revenues is primarily due to the benefits of pricing changes in excess of inflation in material and labor costs.

The increase in the tax provision and the change in the effective tax rate is primarily due to an increase in the pre-tax book income in jurisdictions with higher effective tax rates combined with lower earnings in jurisdictions with lower tax rates.

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.

The increase was primarily due to increased Adjusted EBITDA, partially offset by higher income tax provision, as adjusted and higher interest expense.

| Less: Income from discontinued operations | | | — | | | | | | 0.5 | | |

| Less: Income tax benefit from discontinued operations | | | — | | | | | | 14.7 | | |

| Income from continuing operations, net of tax | | | 785.1 | | | | | | 593.3 | | |

| Gain on settlement of post-acquisition contingencies | | | — | | | | | | (6.2) | | |

| Other adjustments(f) | | | (28.0) | | | | | | (23.7) | | |

(e)Represents stock-based compensation expense recognized for the year ended December 31, 2022 of $78.9 million and associated employer taxes of $6.7 million.

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.

Results of Discontinued Operations

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.

Unaudited Quarterly Results of Operations

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

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

| (in millions, except per share amounts) | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

| Q1 | | | | | | Q2 | | | | | | Q3 | | | | | | Q4 | | | | | | Q1 | | | | | | Q2 | | | | | | Q3 | | | | | | Q4 | | | | | |

| 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 | |

| Gross profit | | | $ | 664.2 | | | | | $ | 697.5 | | | | | $ | 739.3 | | | | | $ | 781.2 | | | | | $ | 526.1 | | | | | $ | 569.8 | | | | | $ | 575.3 | | | | | $ | 654.4 | |

| Operating income | | | $ | 240.3 | | | | | $ | 272.4 | | | | | $ | 318.4 | | | | | $ | 333.2 | | | | | $ | 157.0 | | | | | $ | 197.4 | | | | | $ | 190.0 | | | | | $ | 272.9 | |

| Income from continuing operations, net of tax | | | $ | 163.2 | | | | | $ | 180.8 | | | | | $ | 209.6 | | | | | $ | 231.5 | | | | | $ | 105.9 | | | | | $ | 137.8 | | | | | $ | 145.5 | | | | | $ | 204.1 | |

| Income (loss) from discontinued operations, net of tax | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | (1.4) | | | | | $ | 1.5 | | | | | $ | 0.5 | | | | | $ | 14.6 | |

| Net income | | | $ | 163.2 | | | | | $ | 180.8 | | | | | $ | 209.6 | | | | | $ | 231.5 | | | | | $ | 104.5 | | | | | $ | 139.3 | | | | | $ | 146.0 | | | | | $ | 218.7 | |

| Net income attributable to Ingersoll Rand Inc. | | | $ | 161.1 | | | | | $ | 179.5 | | | | | $ | 208.3 | | | | | $ | 229.8 | | | | | $ | 103.7 | | | | | $ | 138.5 | | | | | $ | 145.1 | | | | | $ | 217.4 | |

| Weighted average shares, basic | | | 405.0 | | | | | | 404.5 | | | | | | 404.5 | | | | | | 404.2 | | | | | | 407.6 | | | | | | 404.5 | | | | | | 404.0 | | | | | | 405.0 | | |

| Weighted average shares, diluted | | | 409.2 | | | | | | 408.3 | | | | | | 408.6 | | | | | | 408.2 | | | | | | 413.1 | | | | | | 409.4 | | | | | | 408.5 | | | | | | 409.3 | | |

| Basic earnings per share of common stock from continuing operations | | | $ | 0.40 | | | | | $ | 0.44 | | | | | $ | 0.51 | | | | | $ | 0.57 | | | | | $ | 0.26 | | | | | $ | 0.34 | | | | | $ | 0.36 | | | | | $ | 0.50 | |

| Basic earnings per share of common stock from discontinued operations | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 0.04 | |

| Basic earnings per share of common stock | | | $ | 0.40 | | | | | $ | 0.44 | | | | | $ | 0.51 | | | | | $ | 0.57 | | | | | $ | 0.25 | | | | | $ | 0.34 | | | | | $ | 0.36 | | | | | $ | 0.54 | |

| Diluted earnings per share of common stock from continuing operations | | | $ | 0.39 | | | | | $ | 0.44 | | | | | $ | 0.51 | | | | | $ | 0.56 | | | | | $ | 0.25 | | | | | $ | 0.33 | | | | | $ | 0.35 | | | | | $ | 0.50 | |

| Diluted earnings per share of common stock from discontinued operations | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | — | | | | | $ | 0.04 | |

| Diluted earnings per share of common stock | | | $ | 0.39 | | | | | $ | 0.44 | | | | | $ | 0.51 | | | | | $ | 0.56 | | | | | $ | 0.25 | | | | | $ | 0.34 | | | | | $ | 0.36 | | | | | $ | 0.53 | |

| Adjusted EBITDA(1) | | | $ | 400.1 | | | | | $ | 424.7 | | | | | $ | 461.5 | | | | | $ | 500.5 | | | | | $ | 303.6 | | | | | $ | 334.9 | | | | | $ | 376.1 | | | | | $ | 420.2 | |

(1)Set forth below are the reconciliations of Net Income to Adjusted EBITDA

| | | | Year Ended December 31, 2023 | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2022 | | | | | | | | | | | | | | | | | | | | |

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

As of December 31, [removed: 2023,] [added: 2024,] we were a [removed: fixed] [added: variable] rate payer on [removed: two fixed-floating] [added: 7] interest rate swap contracts that effectively [removed: fixed] [added: convert a total of $750.0 million of] the [removed: SOFR-based index used] [added: Company’s fixed rate borrowings] to [removed: determine the interest rates charged on our SOFR-based] variable rate borrowings.

See Note [removed: 19] [added: 20] “Hedging Activities, Derivative Instruments and Credit Risk” to our audited consolidated financial statements included elsewhere in this Form 10-K.

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 [removed: and caps] for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] on our interest expense.

| 100 basis points | | | $ | [removed: 7.4] [added: 7.5] | | | | | $ | [removed: 12.3] [added: 7.4] | |

| (100) basis [removed: points(1)] [added: points] | | | [removed: (7.4)] [added: (7.5)] | | | | | | [removed: (21.4)] [added: (7.4)] | | |

In [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

| Year Ended December 31, [removed: 2022] [added: 2024] | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenues | | | [removed: 44] [added: 45] | | % | | | | [removed: 25] [added: 27] | | % | | | | [removed: 15] [added: 11] | | % | | | | 4 | | % | | | | [removed: 12] [added: 13] | | % |

| Gross profit | | | [removed: 44] [added: 46] | | % | | | | [removed: 26] [added: 28] | | % | | | | [removed: 17] [added: 12] | | % | | | | 3 | | % | | | | [removed: 10] [added: 11] | | % |

These currency translation effects and offsetting impacts of our derivatives for the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] are summarized in Note [removed: 14] [added: 15] “Accumulated Other Comprehensive Income (Loss)” to our audited consolidated financial statements included elsewhere in this Form 10-K.

[removed: For periods where] [added: As of December 31, 2024,] we [removed: do have] [added: were party to nine] foreign currency forward [removed: contracts in place, they] [added: contracts, all of which] are carried on our balance sheet at fair value.

The table below presents, for the year ended December 31, [removed: 2023,] [added: 2024,] 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: 2023] [added: 2024] | | | | | | | | | | | | | | |

We manage our debt centrally, considering tax consequences and our overall financings strategies.

Our exposure to interest rate risk results primarily from our fixed rate to floating rate swap contracts which are used to adjust the relative fixed rate versus floating rate proportions of our debt portfolio.

As of December 31, 2024, we had no variable rate debt outstanding.

| | | | 2024 | | | | | | 2023 | | |

See Note 20 “Hedging Activities, Derivative Instruments and Credit Risk” to our audited consolidated financial statements included elsewhere in this Form 10-K.

| Revenues | | | $ | 193.4 | | | | | $ | 79.3 | | | | | $ | 28.9 | |

| Gross profit | | | 88.4 | | | | | | 36.5 | | | | | | 10.2 | | |

We are exposed to interest rate risk as a result of our variable-rate borrowings.

We manage our exposure to interest rate risk by maintaining a mixture of fixed and variable 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, 2023, we had variable rate debt outstanding of $1,240.7 million, all of which was incurred under our Senior Secured Credit Facility.

Based on prevailing rates at December 31, 2023, the weighted average interest rate was 7.2%.

The Dollar Term Loan B and Dollar Term Loan bear interest primarily based on SOFR plus a spread and are subject to a 0% SOFR base rate floor.

Thus, the interest rate on the Dollar Term Loan B and Dollar Term Loan will fluctuate when SOFR, exceeds that percentage.

As of December 31, 2023, SOFR was higher than the 0% floor.

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

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

(1)A decrease in interest rates would not have impacted our interest expense in 2022 on EURO debt which was lower than the 0% base rate floor under the Senior Secured Credit Facility for the entire fiscal year 2022, but would have impacted interest expense in 2022 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, 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 | | |

Ingersoll Rand Inc. is a diversified, global provider of mission-critical flow creation [removed: products] [added: products,] and industrial [added: and life science] solutions.

We are a global market leader with a broad [removed: range of innovative] [added: flow creation] and [removed: mission-critical] [added: industrial product portfolio across] air, gas, [removed: liquid,] [added: powder,] and [removed: solid flow creation technologies,] [added: liquid handling applications,] providing services and solutions to increase industrial [added: and life science] productivity, efficiency, and sustainability.

To support our customers and market presence, we maintain significant global scale with over 60 key manufacturing facilities, and over 40 complementary service and repair centers across six continents and over [removed: 18,000] [added: 21,000] employees worldwide as of December 31, [removed: 2023.][added: 2024.]

The process-critical nature of our product applications, coupled with the standard wear and tear replacement cycles associated with the usage of our products, generates opportunities to support customers with our broad portfolio of [removed: aftermarket] [added: services, spare] parts, [removed: consumables] and [removed: services.][added: consumables.]

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

Our large installed base of [added: products provides a]

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

As a result, our aftermarket revenue is significant, representing [removed: 35.8%] [added: 36.4%] of total Company revenue in [removed: 2023.][added: 2024.]

Our customers deploy our products across a wide array of [removed: technologies and] applications [removed: for use] in diverse end-markets.

Our [removed: liquid ring] vacuum pumps and compressors are used in many power generation, mining, oil and gas refining and processing, chemical processing and general industrial applications including flare gas and vapor recovery, geothermal gas removal, vacuum [removed: de-aeration,] [added: deaeration,] water extraction in mining and paper and chlorine compression in petrochemical operations.

[removed: Our offerings cover] [added: Within pumps and liquid handling systems, our offering covers] a [added: broad] range of pump and flow control technology types.

Our customer base is composed of a wide range of end users in markets including life sciences, industrial manufacturing, water [added: and waste water, chemical processing,]

[removed: and waste water, chemical processing,] energy, food and beverage, agriculture and others.

We completed or announced the acquisition of several businesses during [removed: 2023,] [added: 2024,] including the following:

- In [removed: August 2023,] [added: October 2024,] the Company completed the acquisition of [removed: Howden Roots] [added: Air Power Systems Co] LLC [removed: (“Roots”),] [added: (“APSCO”)] for cash consideration of [removed: $292.5] [added: $113.2] million.

Refer to Note 4 “Acquisitions” to our audited consolidated financial statements included elsewhere in this Form 10-K for further discussion of [removed: these] [added: our] acquisitions.

We repurchased [removed: $263.0] [added: $260.7] million of our common stock during the year ended December 31, [removed: 2023,] [added: 2024,] including [removed: $249.6] [added: $250.0] million of repurchases under our share repurchase program.

During the year ended December 31, [removed: 2023,] [added: 2024,] we had net [removed: repayments] [added: borrowings] on long-term debt of [removed: $27.6] [added: $2,054.2] million.

The net [removed: repayments] [added: borrowings] included [removed: principal payments on our Dollar Term Loan B, mostly offset by] proceeds from the issuance of Senior [removed: Notes.][added: Notes, partially offset by repayment of our Dollar Term Loan B and Dollar Term Loan.]

The Company paid cash dividends on our common stock of [removed: $32.4] [added: $32.3] million during the year ended December 31, [removed: 2023.][added: 2024.]

Our Industrial Technologies and Services segment designs, manufactures, markets and services a broad range of air compression, vacuum and blower products across a wide array of [removed: technologies.][added: technologies, as well as other specialized industrial products.]

The Precision and Science Technologies segment designs, manufactures and markets a broad range of niche fluidics [added: and powder handling] solutions for the life sciences, food and beverage, water and wastewater, general manufacturing, chemical processing, clean energy, [added: aerospace,] and other end markets.

Key technologies include positive displacement pumps, [removed: gas,] [added: automated] liquid [added: handling systems,] and [removed: precision syringe pumps, automated] [added: single-use powder and] liquid handling [removed: systems] and [removed: hydrogen refueling stations.][added: containment systems.]

We are a market leader in positive [removed: displacement,] [added: displacement pumps,] covering the main technology types including diaphragm, vane, piston, progressive cavity, peristaltic and gear.

Finally in the general industrial end-market, our pumps and accessories serve a broad range of niche applications such as in the handling of abrasive or chemically active [removed: fluids as well as gases.][added: fluids.]

In natural gas pipelines and distribution, we sell monitoring devices connected to cloud-based software for real time monitoring of odor injection pumping [removed: systems] [added: systems,] which enhances safety and reduces costs.

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

Our customer base is diverse, and we did not have any customer that individually provided more than 10% of [removed: 2023] [added: 2024] consolidated revenues.

While in the aggregate our more than [removed: 1,800] [added: 2,000] 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.

As of December 31, [removed: 2023,] [added: 2024,] we had over [removed: 18,000] [added: 21,000] employees, with approximately [removed: 6,200] [added: 6,300] of them working in the United States.

Works councils and collective bargaining units represent a significant number of employees outside the United States, while approximately [removed: 390] [added: 380] employees in the United States are represented by labor unions.

In [removed: 2022,] [added: 2024,] the voluntary turnover rate was [removed: 13.0%] [added: 8.5%] and [removed: 10.2%] [added: 7.4%] for hourly and salaried employees, respectively.

We [removed: highlight] [added: are committed to] employee [removed: development and] [added: empowerment,] engagement [added: and development] as a standard part of our employee experience.

Our performance management and development planning processes [added: ensure we execute high quality and thoughtful objectives, development plans, and mid-year and year-end reviews that] reinforce the importance of continuous improvement over time.

We expect [removed: individuals] [added: everyone] to uphold these [removed: aspirations] [added: values] with humility, integrity, and respect.

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

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

We [removed: partner] [added: collaborate] with universities, key [removed: industry] [added: industry,] and professional [removed: organizations to recruit early and mid-level talent, including] [added: organizations, such as] Disability IN, [added: the] Society of Hispanic Professional [removed: Engineer,] [added: Engineers, National Black MBA Association] and Women in [removed: Manufacturing.][added: Manufacturing, to recruit early and mid-level talent.]

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

[removed: We] [added: In addition, we] successfully [removed: delivered] [added: deliver] an executive-level program called “Lead Like an Owner” to establish the standard of leadership and build succession at the top of the organization.

We design, manufacture and market a broad range of highly-specialized equipment for both industrial and life sciences markets.

Our products are used for precision dosing, liquid and solid transfer, dispensing, gas compression, gas sampling, pressure management, flow control, and powder handling, amongst other applications.

Major categories of our portfolio are (a) pumps and liquid handling systems and (b) life science tools and systems.

Within life science tools and systems, our primary offerings include single-use powder handling systems and isolators for disposable process and powder containment, and contract design and productions for services for silicone, thermoplastic, and specialty components and assemblies for medical devices.

These offerings are sold primarily under the ILC Dover and Flexan brands.

We also manufacture space suits, inflatable habitats, and lighter-than-air vehicles for human mobility and habitation and defense applications.

- In February 2024, the Company completed the acquisition of Friulair S.r.l.

(“Friulair”) for initial cash consideration of $143.3 million and contingent consideration of up to approximately $11.0 million.

The business is a manufacturer of dryers, filters, aftercoolers, and accessories for the treatment of compressed air and its chiller product line.

- In June 2024, the Company completed the acquisition of Astronaut Topco, LP and Astronaut Topco GP, LLC (collectively “ILC Dover”) for initial cash consideration of $2,349.7 million and contingent consideration of up to $75.0 million.

ILC Dover’s offerings include solutions for biopharmaceutical, pharmaceutical, and medical device markets as well as products for the space industry.

The business is a provider of hydraulic and pneumatic products and engineered solutions serving diverse specialty work truck vehicles.

APSCO’s offerings include hydraulic coolers, systems, and components in addition to pneumatic consoles, cylinders, valves, and switches.

Debt Borrowings

*Powder and Liquid Handling and Containment Systems*

The safe and efficient handling of high-value and high-potency powders and liquids is essential for the global production of biopharmaceutical and pharmaceutical products.

We manufacture a leading range of single-use powder handling solutions, single-use liquid bags, isolators, and other related products for large and small molecule workflow applications from weigh and dispense to fill and finish.

At Ingersoll Rand, we recognize that what sets us apart is our talented employees combined with our ownership mindset that empowers and engages all employees.

The passion, innovation and commitment of our team drives our incredible results, and we believe that our commitment to a safe, respectful, inclusive environment where all employees have the ability to be heard, impact change and develop and grow is what drives our employees.

Annually, our functions and businesses complete a multi-year strategy and financial plan.

We then conduct strategic talent reviews and succession planning in support of the strategic plan.

From that strategy, company objectives are finalized and

communicated from the Chief Executive Officer to initiate yearly objectives and development plans for all salaried employees.

Team-specific objectives are also cascaded during this time.

Throughout the year, we assess our talent against their performance to stated objectives and the competencies and behaviors they exhibited while executing their goals.

Throughout the year, we provide training resources and materials to support both employees and managers.

We track the completion of each phase through our human resources system.

Belonging and Engagement

Ingersoll Rand is committed to upholding an inclusive and engaging environment where all employees can succeed.

Our values of “We foster inspired teams” and “We think and act like owners” drives us to maintain a culture that gives voice and opportunity to all employees and enhances a sense of belonging.

We focus on attracting the best talent from all backgrounds, ensuring employees are engaged, have a strong sense of belonging, and have opportunities to develop and grow.

These partnerships help us build a top talent pipeline.

We are dedicated to supporting our employees’ growth and development.

In 2024, we won two Brandon Hall Group Excellence Awards.

The Brandon Hall Group recognizes organizations that have successfully deployed programs, strategies, and tools that have achieved measurable results.

We received a gold award in the Talent Management Category for “Think and Act Like an Owner at Ingersoll Rand.”

By offering each and every employee opportunities to learn and grow and an ownership stake in the Company, we have built one of the most engaged workforces in our industry.

This places Ingersoll Rand again in the top 10% of manufacturing organizations surveyed.

Our continually strong employee engagement is also driven by our ownership mindset and our employees’ perspective that Ingersoll Rand is “my company.” We provide equity grants to all employees, whether they join as new hires or through acquisition, after one year of service.

Because of the investments we have made in our employees, we continue to receive external recognition for being a great place to work.

Our liquid ring vacuum pumps and compressors are highly-engineered products specifically designed for continuous duty in harsh environments to serve a wide range of applications, including oil and gas refining and processing, mining, chemical processing and industrial applications.

In addition to our vacuum and blower technology, our engineered fluid loading and transfer equipment and systems ensure the safe and efficient transportation and transfer of petroleum products as well as certain other liquid commodity products in a wide range of industries.

We design, manufacture and market a broad range of highly-specialized positive displacement pumps, fluid management systems, accessories and aftermarket parts that provide liquid and gas dosing, transfer, dispensing, compression, sampling, pressure management and flow control in specialized or critical applications.

- In January 2023, we completed the acquisition of SPX FLOW's Air Treatment business for cash consideration of $519.0 million.

The Air Treatment business offerings include energy efficient compressed air dryers, filters and other consumables that are highly complementary to Ingersoll Rand's core compressor equipment.

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

Debt Repayments

*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.

In the emerging market of hydrogen powered vehicles, we are a leader in refueling stations that utilize our unique heritage in industrial gas compression pumps.

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.

The process begins in January with setting aligned objectives and areas of development.

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

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

Per our competencies, we evaluate performance in terms of what is accomplished through metric achievement and how employees execute.

Diversity, Equity, and Inclusion

Ingersoll Rand’s Diversity, Equity, and Inclusion (“DEI”) commitment for our employees, partners and communities continues to be our focus with a clear vision, measurable goals and specific levers to set the direction of our efforts:

- To be a DEI leader within our industry that mirrors the communities and customers we serve.

We will leverage diversity, equity and inclusion to exceed our business goals, attract and retain the best talent, and address today’s global challenges.

- To connect to our value of fostering inspired teams, we cultivate diversity, promote equity and pursue a more inclusive culture that strengthens the sense of belonging for all.

To solidify a successful execution of our strategy, we established a roadmap prioritizing initiatives through 2025 using our IRX process to build global accountability and timely execution.

In terms of representation, we have two focus areas to strengthen our diversity efforts: (1) individuals in leadership from underrepresented populations in the United States and (2) women in leadership globally.

Our current employee base consists of 12.9% underrepresented talent in leadership positions in the U.S. with a 2025 target to increase to 15%.

Globally, women in leadership represent 20.1% of our employees, moving towards our stated goal of 21.6% by 2025.

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.

Employee development is of utmost importance at Ingersoll Rand.

For a detailed discussion of certain of these proceedings, lawsuits and administrative actions, see Note [removed: 21,] [added: 22,] “Contingencies” to our audited consolidated financial statements included elsewhere in this Form 10-K.

For the fiscal year ended December 31, [removed: 2023,] [added: 2024,] or

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the registrant on June 30, [removed: 2023] [added: 2024] was approximately [removed: $26.4] [added: $36.6] billion based on the closing price of such common equity on the New York Stock Exchange on such date.

The registrant had outstanding [removed: 403,435,985] [added: 403,083,248] shares of Common Stock, par value $0.01 per share, as of February [removed: 16, 2024.][added: 14, 2025.]

Portions of the Proxy Statement for the registrant’s [removed: 2024] [added: 2025] Annual Meeting of Stockholders are incorporated by reference in Part III of this report.

| [Item 1. [removed: Business](#idbb2367dd70b46f697a341d8528a17eb_13)] [added: Business](#i94e1128e1cee4d97aa372ede8fc9473a_13)] | | | [removed: [3](#idbb2367dd70b46f697a341d8528a17eb_13)] [added: [3](#i94e1128e1cee4d97aa372ede8fc9473a_13)] | | |

| [Item 1A. Risk [removed: Factors](#idbb2367dd70b46f697a341d8528a17eb_49)] [added: Factors](#i94e1128e1cee4d97aa372ede8fc9473a_49)] | | | [removed: [11](#idbb2367dd70b46f697a341d8528a17eb_49)] [added: [10](#i94e1128e1cee4d97aa372ede8fc9473a_49)] | | |

| [Item 1B. Unresolved Staff [removed: Comments](#idbb2367dd70b46f697a341d8528a17eb_163)] [added: Comments](#i94e1128e1cee4d97aa372ede8fc9473a_160)] | | | [removed: [19](#idbb2367dd70b46f697a341d8528a17eb_163)] [added: [19](#i94e1128e1cee4d97aa372ede8fc9473a_160)] | | |

| [Item 2. [removed: Properties](#idbb2367dd70b46f697a341d8528a17eb_166)] [added: Properties](#i94e1128e1cee4d97aa372ede8fc9473a_166)] | | | [removed: [20](#idbb2367dd70b46f697a341d8528a17eb_166)] [added: [20](#i94e1128e1cee4d97aa372ede8fc9473a_166)] | | |

| [Item 3. Legal [removed: Proceedings](#idbb2367dd70b46f697a341d8528a17eb_169)] [added: Proceedings](#i94e1128e1cee4d97aa372ede8fc9473a_169)] | | | [removed: [21](#idbb2367dd70b46f697a341d8528a17eb_169)] [added: [20](#i94e1128e1cee4d97aa372ede8fc9473a_169)] | | |

| [Item 4. Mine Safety [removed: Disclosures](#idbb2367dd70b46f697a341d8528a17eb_172)] [added: Disclosures](#i94e1128e1cee4d97aa372ede8fc9473a_172)] | | | [removed: [21](#idbb2367dd70b46f697a341d8528a17eb_172)] [added: [20](#i94e1128e1cee4d97aa372ede8fc9473a_172)] | | |

| [PART [removed: II](#idbb2367dd70b46f697a341d8528a17eb_175)] [added: II](#i94e1128e1cee4d97aa372ede8fc9473a_175)] | | | | | |

| [Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#idbb2367dd70b46f697a341d8528a17eb_178)] [added: Securities](#i94e1128e1cee4d97aa372ede8fc9473a_178)] | | | [removed: [22](#idbb2367dd70b46f697a341d8528a17eb_178)] [added: [21](#i94e1128e1cee4d97aa372ede8fc9473a_178)] | | |

| [Item 6. [removed: \[Reserved\]](#idbb2367dd70b46f697a341d8528a17eb_181)] [added: \[Reserved\]](#i94e1128e1cee4d97aa372ede8fc9473a_181)] | | | [removed: [22](#idbb2367dd70b46f697a341d8528a17eb_181)] [added: [21](#i94e1128e1cee4d97aa372ede8fc9473a_181)] | | |

| [Item 7. Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#idbb2367dd70b46f697a341d8528a17eb_187)] [added: Operations](#i94e1128e1cee4d97aa372ede8fc9473a_187)] | | | [removed: [22](#idbb2367dd70b46f697a341d8528a17eb_187)] [added: [21](#i94e1128e1cee4d97aa372ede8fc9473a_187)] | | |

| [Item 7A. Quantitative and Qualitative Disclosures About Market [removed: Risk](#idbb2367dd70b46f697a341d8528a17eb_253)] [added: Risk](#i94e1128e1cee4d97aa372ede8fc9473a_253)] | | | [removed: [39](#idbb2367dd70b46f697a341d8528a17eb_253)] [added: [35](#i94e1128e1cee4d97aa372ede8fc9473a_253)] | | |

| [Item 8. Financial Statements and Supplementary [removed: Data](#idbb2367dd70b46f697a341d8528a17eb_256)] [added: Data](#i94e1128e1cee4d97aa372ede8fc9473a_256)] | | | [removed: [41](#idbb2367dd70b46f697a341d8528a17eb_256)] [added: [37](#i94e1128e1cee4d97aa372ede8fc9473a_256)] | | |

| [Consolidated Statements of Operations - For the years ended December 31, [removed: 2023, 2022 and 2021](#idbb2367dd70b46f697a341d8528a17eb_259)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_259)[4](#i94e1128e1cee4d97aa372ede8fc9473a_259)[, 202](#i94e1128e1cee4d97aa372ede8fc9473a_259)[3](#i94e1128e1cee4d97aa372ede8fc9473a_259) [and 202](#i94e1128e1cee4d97aa372ede8fc9473a_259)[2](#i94e1128e1cee4d97aa372ede8fc9473a_259)] | | | [removed: [42](#idbb2367dd70b46f697a341d8528a17eb_259)] [added: [38](#i94e1128e1cee4d97aa372ede8fc9473a_259)] | | |

| [Consolidated Statements of Comprehensive Income - For the years ended December 31, [removed: 202](#idbb2367dd70b46f697a341d8528a17eb_262)[3](#idbb2367dd70b46f697a341d8528a17eb_262)[, 202](#idbb2367dd70b46f697a341d8528a17eb_262)[2](#idbb2367dd70b46f697a341d8528a17eb_262)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_262)[4](#i94e1128e1cee4d97aa372ede8fc9473a_262)[, 202](#i94e1128e1cee4d97aa372ede8fc9473a_262)[3](#i94e1128e1cee4d97aa372ede8fc9473a_262)] [and [removed: 20](#idbb2367dd70b46f697a341d8528a17eb_262)[21](#idbb2367dd70b46f697a341d8528a17eb_262)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_262)[2](#i94e1128e1cee4d97aa372ede8fc9473a_262)] | | | [removed: [43](#idbb2367dd70b46f697a341d8528a17eb_262)] [added: [39](#i94e1128e1cee4d97aa372ede8fc9473a_262)] | | |

| [Consolidated Balance Sheets - As of December 31, [removed: 202](#idbb2367dd70b46f697a341d8528a17eb_265)[3](#idbb2367dd70b46f697a341d8528a17eb_265)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_265)[4](#i94e1128e1cee4d97aa372ede8fc9473a_265)] [and [removed: 20](#idbb2367dd70b46f697a341d8528a17eb_265)[2](#idbb2367dd70b46f697a341d8528a17eb_265)[2](#idbb2367dd70b46f697a341d8528a17eb_265)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_265)[3](#i94e1128e1cee4d97aa372ede8fc9473a_265)] | | | [removed: [44](#idbb2367dd70b46f697a341d8528a17eb_265)] [added: [40](#i94e1128e1cee4d97aa372ede8fc9473a_265)] | | |

| [Consolidated Statements of Stockholders’ Equity - For the years ended December 31, [removed: 202](#idbb2367dd70b46f697a341d8528a17eb_268)[3](#idbb2367dd70b46f697a341d8528a17eb_268)[, 202](#idbb2367dd70b46f697a341d8528a17eb_268)[2](#idbb2367dd70b46f697a341d8528a17eb_268)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_268)[4](#i94e1128e1cee4d97aa372ede8fc9473a_268)[, 202](#i94e1128e1cee4d97aa372ede8fc9473a_268)[3](#i94e1128e1cee4d97aa372ede8fc9473a_268)] [and [removed: 20](#idbb2367dd70b46f697a341d8528a17eb_268)[21](#idbb2367dd70b46f697a341d8528a17eb_268)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_268)[2](#i94e1128e1cee4d97aa372ede8fc9473a_268)] | | | [removed: [45](#idbb2367dd70b46f697a341d8528a17eb_268)] [added: [41](#i94e1128e1cee4d97aa372ede8fc9473a_268)] | | |

| [Consolidated Statements of Cash Flows - For the years ended December 31, [removed: 202](#idbb2367dd70b46f697a341d8528a17eb_271)[3](#idbb2367dd70b46f697a341d8528a17eb_271)[, 202](#idbb2367dd70b46f697a341d8528a17eb_271)[2](#idbb2367dd70b46f697a341d8528a17eb_271)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_271)[4](#i94e1128e1cee4d97aa372ede8fc9473a_271)[, 202](#i94e1128e1cee4d97aa372ede8fc9473a_271)[3](#i94e1128e1cee4d97aa372ede8fc9473a_271)] [and [removed: 20](#idbb2367dd70b46f697a341d8528a17eb_271)[21](#idbb2367dd70b46f697a341d8528a17eb_271)] [added: 202](#i94e1128e1cee4d97aa372ede8fc9473a_271)2] | | | [removed: [46](#idbb2367dd70b46f697a341d8528a17eb_271)] [added: [42](#i94e1128e1cee4d97aa372ede8fc9473a_271)] | | |

| [Notes to Consolidated Financial [removed: Statements](#idbb2367dd70b46f697a341d8528a17eb_274)] [added: Statements](#i94e1128e1cee4d97aa372ede8fc9473a_274)] | | | [removed: [48](#idbb2367dd70b46f697a341d8528a17eb_274)] [added: [44](#i94e1128e1cee4d97aa372ede8fc9473a_274)] | | |

| [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#idbb2367dd70b46f697a341d8528a17eb_370)] [added: Disclosure](#i94e1128e1cee4d97aa372ede8fc9473a_373)] | | | [removed: [98](#idbb2367dd70b46f697a341d8528a17eb_370)] [added: [93](#i94e1128e1cee4d97aa372ede8fc9473a_373)] | | |

| [Item 9A. Controls and [removed: Procedures](#idbb2367dd70b46f697a341d8528a17eb_373)] [added: Procedures](#i94e1128e1cee4d97aa372ede8fc9473a_376)] | | | [removed: [98](#idbb2367dd70b46f697a341d8528a17eb_373)] [added: [93](#i94e1128e1cee4d97aa372ede8fc9473a_376)] | | |

| [Item 9B. Other [removed: Information](#idbb2367dd70b46f697a341d8528a17eb_376)] [added: Information](#i94e1128e1cee4d97aa372ede8fc9473a_379)] | | | [removed: [99](#idbb2367dd70b46f697a341d8528a17eb_376)] [added: [94](#i94e1128e1cee4d97aa372ede8fc9473a_379)] | | |

| [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#idbb2367dd70b46f697a341d8528a17eb_379)] [added: Inspections](#i94e1128e1cee4d97aa372ede8fc9473a_385)] | | | [removed: [99](#idbb2367dd70b46f697a341d8528a17eb_379)] [added: [94](#i94e1128e1cee4d97aa372ede8fc9473a_385)] | | |

| [Item 10. Directors, Executive Officers and Corporate [removed: Governance](#idbb2367dd70b46f697a341d8528a17eb_385)] [added: Governance](#i94e1128e1cee4d97aa372ede8fc9473a_391)] | | | [removed: [99](#idbb2367dd70b46f697a341d8528a17eb_385)] [added: [94](#i94e1128e1cee4d97aa372ede8fc9473a_391)] | | |

| [Item 11. Executive [removed: Compensation](#idbb2367dd70b46f697a341d8528a17eb_388)] [added: Compensation](#i94e1128e1cee4d97aa372ede8fc9473a_394)] | | | [removed: [99](#idbb2367dd70b46f697a341d8528a17eb_388)] [added: [94](#i94e1128e1cee4d97aa372ede8fc9473a_394)] | | |

| [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder [removed: Matters](#idbb2367dd70b46f697a341d8528a17eb_391)] [added: Matters](#i94e1128e1cee4d97aa372ede8fc9473a_397)] | | | [removed: [99](#idbb2367dd70b46f697a341d8528a17eb_391)] [added: [94](#i94e1128e1cee4d97aa372ede8fc9473a_397)] | | |

| [Item 13. Certain Relationships and Related Transactions, and Director [removed: Independence](#idbb2367dd70b46f697a341d8528a17eb_394)] [added: Independence](#i94e1128e1cee4d97aa372ede8fc9473a_400)] | | | [removed: [100](#idbb2367dd70b46f697a341d8528a17eb_394)] [added: [95](#i94e1128e1cee4d97aa372ede8fc9473a_400)] | | |

| [Item 14. Principal Accountant Fees and [removed: Services](#idbb2367dd70b46f697a341d8528a17eb_397)] [added: Services](#i94e1128e1cee4d97aa372ede8fc9473a_403)] | | | [removed: [100](#idbb2367dd70b46f697a341d8528a17eb_397)] [added: [95](#i94e1128e1cee4d97aa372ede8fc9473a_403)] | | |

| [Item 15. Exhibits and Financial Statement [removed: Schedule](#idbb2367dd70b46f697a341d8528a17eb_403)] [added: Schedule](#i94e1128e1cee4d97aa372ede8fc9473a_409)] | | | [removed: [100](#idbb2367dd70b46f697a341d8528a17eb_403)] [added: [95](#i94e1128e1cee4d97aa372ede8fc9473a_409)] | | |

| [Item 16. Form 10-K [removed: Summary](#idbb2367dd70b46f697a341d8528a17eb_406)] [added: Summary](#i94e1128e1cee4d97aa372ede8fc9473a_412)] | | | [removed: [104](#idbb2367dd70b46f697a341d8528a17eb_406)] [added: [99](#i94e1128e1cee4d97aa372ede8fc9473a_412)] | | |

| [Item 1C. Cybersecurity](#i94e1128e1cee4d97aa372ede8fc9473a_163) | | | [19](#i94e1128e1cee4d97aa372ede8fc9473a_163) | | |

| [PART III](#i94e1128e1cee4d97aa372ede8fc9473a_388) | | | | | |

| [PART IV](#i94e1128e1cee4d97aa372ede8fc9473a_406) | | | | | |

| [SIGNATURES](#i94e1128e1cee4d97aa372ede8fc9473a_415) | | | [100](#i94e1128e1cee4d97aa372ede8fc9473a_415) | | |

| [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) | | |

[added: The Audit Committee of the Board of Directors is tasked with] oversight of our overall enterprise risk management program, including cybersecurity, and receives recurring cybersecurity updates throughout the year with [removed: one full] [added: at least two] cybersecurity [removed: report] [added: reports] to the [added: full] Board of [removed: Directors.][added: Directors annually.]

As of the date of this report, we do not believe any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, have materially affected or are reasonably likely to materially affect the Company, including its business strategy, results of operations or financial condition.

The Audit Committee is tasked with

| Americas | | | [removed: 17] [added: 18] | | | | | | | | | | | | [removed: 43] [added: 26] | | | | | | [removed: 60] [added: 44] | | |

| EMEIA(1) | | | [removed: 24] [added: 18] | | | | | | | | | | | | [removed: 13] [added: 30] | | | | | | [removed: 37] [added: 48] | | |

| APAC(2) | | | [removed: 8] [added: 9] | | | | | | | | | | | | [removed: 6] [added: 12] | | | | | | [removed: 14] [added: 21] | | |

| Industrial Technologies and Services Total | | | [removed: 49] [added: 45] | | | | | | | | | | | | [removed: 62] [added: 68] | | | | | | [removed: 111] [added: 113] | | |

| Americas | | | [removed: 7] [added: 12] | | | | | | | | | | | | [removed: 5] [added: 8] | | | | | | [removed: 12] [added: 20] | | |

| EMEIA(1) | | | [removed: 8] [added: 11] | | | | | | | | | | | | [removed: 1] [added: 3] | | | | | | [removed: 9] [added: 14] | | |

| APAC(2) | | | [removed: 3] [added: 2] | | | | | | | | | | | | [removed: 1] [added: 5] | | | | | | [removed: 4] [added: 7] | | |

| Precision and Science Technologies Total | | | [removed: 18] [added: 25] | | | | | | | | | | | | [removed: 7] [added: 16] | | | | | | [removed: 25] [added: 41] | | |

| Americas | | | [removed: 24] [added: 30] | | | | | | | | | | | | [removed: 48] [added: 34] | | | | | | [removed: 72] [added: 64] | | |

| EMEIA(1) | | | [removed: 32] [added: 29] | | | | | | | | | | | | [removed: 14] [added: 33] | | | | | | [removed: 46] [added: 62] | | |

| APAC(2) | | | 11 | | | | | | | | | | | | [removed: 7] [added: 17] | | | | | | [removed: 18] [added: 28] | | |

| Company Total | | | [removed: 67] [added: 70] | | | | | | | | | | | | [removed: 69] [added: 84] | | | | | | [removed: 136] [added: 154] | | |

Of the [removed: 136] [added: 154] significant properties included in the above table, [removed: 84] [added: 102] of the properties are leased and 52 of the properties are owned.

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: 2024,] [added: 2025,] there were [removed: 2,293] [added: 2,121] holders of record of our common stock.

We declared and paid dividends of $0.08 per share to the holders of our common stock in [added: each of] the years ended December 31, [removed: 2023] [added: 2024] and [removed: 2022.][added: 2023.]

Company [removed: Purchases][added: Purchases of Common Stock]

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: 2023.][added: 2024.]

| [removed: 2023] [added: 2024] 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)Typically includes] [added: (1)Includes] shares of common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of certain restricted stock [removed: units.][added: units, comprised of 94 shares in the period from November 1, 2024 to November 30, 2024.]

(3)On August 24, 2021, our Board of Directors approved a share repurchase [removed: program] [added: program,] which authorized the repurchase of up to $750.0 million of the Company’s outstanding common [removed: stock.][added: stock, and on April 25, 2024, the Company announced that our Board of Directors approved an incremental $1.0 billion increase to the share repurchase authorization.]

[removed: The authorization does] [added: These authorizations do] not have any expiration date.

| October 1, 2024 - October 31, 2024 | | | 403,653 | | | | | | $ | 99.11 | | | | | 403,653 | | | | | | $ | 1,015,533,222 | |

| November 1, 2024 - November 30, 2024 | | | 153,121 | | | | | | $ | 102.94 | | | | | 153,027 | | | | | | $ | 999,783,985 | |

| December 1, 2024 - December 31, 2024 | | | 65,200 | | | | | | $ | 103.56 | | | | | 65,200 | | | | | | $ | 993,033,246 | |

| | | | 621,974 | | | | | | | | | | | | 621,880 | | | | | | | | |

| 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.

| [Consolidated Statements of [removed: Operations](#idbb2367dd70b46f697a341d8528a17eb_259)] [added: Operations](#i94e1128e1cee4d97aa372ede8fc9473a_259)] | | | [removed: [42](#idbb2367dd70b46f697a341d8528a17eb_259)] [added: [38](#i94e1128e1cee4d97aa372ede8fc9473a_259)] | | |

| [Consolidated Statements of Comprehensive [removed: Income](#idbb2367dd70b46f697a341d8528a17eb_262)] [added: Income](#i94e1128e1cee4d97aa372ede8fc9473a_262)] | | | [removed: [43](#idbb2367dd70b46f697a341d8528a17eb_262)] [added: [39](#i94e1128e1cee4d97aa372ede8fc9473a_262)] | | |

| [Consolidated Balance [removed: Sheets](#idbb2367dd70b46f697a341d8528a17eb_265)] [added: Sheets](#i94e1128e1cee4d97aa372ede8fc9473a_265)] | | | [removed: [44](#idbb2367dd70b46f697a341d8528a17eb_265)] [added: [40](#i94e1128e1cee4d97aa372ede8fc9473a_265)] | | |

| [Consolidated Statements of Stockholders’ [removed: Equity](#idbb2367dd70b46f697a341d8528a17eb_268)] [added: Equity](#i94e1128e1cee4d97aa372ede8fc9473a_268)] | | | [removed: [45](#idbb2367dd70b46f697a341d8528a17eb_268)] [added: [41](#i94e1128e1cee4d97aa372ede8fc9473a_268)] | | |

| [Consolidated Statements of Cash [removed: Flows](#idbb2367dd70b46f697a341d8528a17eb_271)] [added: Flows](#i94e1128e1cee4d97aa372ede8fc9473a_271)] | | | [removed: [46](#idbb2367dd70b46f697a341d8528a17eb_271)] [added: [42](#i94e1128e1cee4d97aa372ede8fc9473a_271)] | | |

| [Note 1: Summary of Significant Accounting [removed: Policies](#idbb2367dd70b46f697a341d8528a17eb_277)] [added: Policies](#i94e1128e1cee4d97aa372ede8fc9473a_277)] | | | [removed: [48](#idbb2367dd70b46f697a341d8528a17eb_277)] [added: [44](#i94e1128e1cee4d97aa372ede8fc9473a_277)] | | |

| [Note 2: New Accounting [removed: Standards](#idbb2367dd70b46f697a341d8528a17eb_280)] [added: Standards](#i94e1128e1cee4d97aa372ede8fc9473a_280)] | | | [removed: [53](#idbb2367dd70b46f697a341d8528a17eb_280)] [added: [49](#i94e1128e1cee4d97aa372ede8fc9473a_280)] | | |

| [Note 3: Discontinued [removed: Operations](#idbb2367dd70b46f697a341d8528a17eb_283)] [added: Operations](#i94e1128e1cee4d97aa372ede8fc9473a_286)] | | | [removed: [54](#idbb2367dd70b46f697a341d8528a17eb_283)] [added: [50](#i94e1128e1cee4d97aa372ede8fc9473a_286)] | | |

| [Note 6: Allowance for Credit [removed: Losses](#idbb2367dd70b46f697a341d8528a17eb_295)] [added: Losses](#i94e1128e1cee4d97aa372ede8fc9473a_298)] | | | [removed: [59](#idbb2367dd70b46f697a341d8528a17eb_295)] [added: [55](#i94e1128e1cee4d97aa372ede8fc9473a_298)] | | |

| [Note 8: Property, Plant and [removed: Equipment](#idbb2367dd70b46f697a341d8528a17eb_301)] [added: Equipment](#i94e1128e1cee4d97aa372ede8fc9473a_304)] | | | [removed: [60](#idbb2367dd70b46f697a341d8528a17eb_301)] [added: [55](#i94e1128e1cee4d97aa372ede8fc9473a_304)] | | |

| [Note 9: Goodwill and Other Intangible [removed: Assets](#idbb2367dd70b46f697a341d8528a17eb_304)] [added: Assets](#i94e1128e1cee4d97aa372ede8fc9473a_307)] | | | [removed: [60](#idbb2367dd70b46f697a341d8528a17eb_304)] [added: [56](#i94e1128e1cee4d97aa372ede8fc9473a_307)] | | |

[removed: | [Note 10:] [added: Note 11:] Accrued [removed: Liabilities](#idbb2367dd70b46f697a341d8528a17eb_307) | | | [62](#idbb2367dd70b46f697a341d8528a17eb_307) | | |][added: Liabilities]

[removed: | [Note 11: Debt](#idbb2367dd70b46f697a341d8528a17eb_310) | | | [62](#idbb2367dd70b46f697a341d8528a17eb_310) | | |][added: Note 12: Debt]

[removed: | [Note 12:] [added: Note 13:] Benefit [removed: Plans](#idbb2367dd70b46f697a341d8528a17eb_313) | | | [67](#idbb2367dd70b46f697a341d8528a17eb_313) | | |][added: Plans]

[removed: | [Note 13:] [added: Note 14:] Stockholders’ Equity and Noncontrolling [removed: Interests](#idbb2367dd70b46f697a341d8528a17eb_319) | | | [74](#idbb2367dd70b46f697a341d8528a17eb_319) | | |][added: Interests]

[removed: | [Note 14:] [added: Note 15:] Accumulated Other Comprehensive Income [removed: (Loss)](#idbb2367dd70b46f697a341d8528a17eb_322) | | | [74](#idbb2367dd70b46f697a341d8528a17eb_322) | | |][added: (Loss)]

[removed: | [Note 15:] [added: Note 16:] Revenue from Contracts with [removed: Customers](#idbb2367dd70b46f697a341d8528a17eb_325) | | | [76](#idbb2367dd70b46f697a341d8528a17eb_325) | | |][added: Customers]

[removed: | [Note 16:] [added: Note 17:] Income [removed: Taxes](#idbb2367dd70b46f697a341d8528a17eb_334) | | | [78](#idbb2367dd70b46f697a341d8528a17eb_334) | | |][added: Taxes]

[removed: | [Note 17: Leases](#idbb2367dd70b46f697a341d8528a17eb_337) | | | [81](#idbb2367dd70b46f697a341d8528a17eb_337) | | |][added: Note 18: Leases]

[removed: | [Note 18:] [added: Note 19:] Stock-Based Compensation [removed: Plans](#idbb2367dd70b46f697a341d8528a17eb_340) | | | [82](#idbb2367dd70b46f697a341d8528a17eb_340) | | |][added: Plans]

[removed: | [Note 19:] [added: Note 20:] Hedging Activities, Derivative Instruments and Credit [removed: Risk](#idbb2367dd70b46f697a341d8528a17eb_343) | | | [85](#idbb2367dd70b46f697a341d8528a17eb_343) | | |][added: Risk]

[removed: | [Note 20:] [added: Note 21:] Fair Value [removed: Measurements](#idbb2367dd70b46f697a341d8528a17eb_346) | | | [88](#idbb2367dd70b46f697a341d8528a17eb_346) | | |][added: Measurements]

[removed: | [Note 21: Contingencies](#idbb2367dd70b46f697a341d8528a17eb_349) | | | [90](#idbb2367dd70b46f697a341d8528a17eb_349) | | |][added: Note 22: Contingencies]

[removed: | [Note 22:] [added: Note 23:] Other Operating [removed: Expense](#idbb2367dd70b46f697a341d8528a17eb_352) | | | [91](#idbb2367dd70b46f697a341d8528a17eb_352) | | |][added: Expense, Net]

[removed: | [Note 23:] [added: Note 24:] Segment [removed: Reporting](#idbb2367dd70b46f697a341d8528a17eb_355) | | | [92](#idbb2367dd70b46f697a341d8528a17eb_355) | | |][added: Reporting]

[removed: | [Note 24:] [added: Note 25:] Earnings Per [removed: Share](#idbb2367dd70b46f697a341d8528a17eb_361) | | | [94](#idbb2367dd70b46f697a341d8528a17eb_361) | | |][added: Share]

[removed: | [Note 25:] [added: Note 26:] Subsequent [removed: Events](#idbb2367dd70b46f697a341d8528a17eb_364) | | | [94](#idbb2367dd70b46f697a341d8528a17eb_364) | | |][added: Events]

| [Report Of Independent Registered Public Accounting [removed: Firm](#idbb2367dd70b46f697a341d8528a17eb_367)] [added: Firm](#i94e1128e1cee4d97aa372ede8fc9473a_370)] (PCAOB ID 34) | | | [removed: [95](#idbb2367dd70b46f697a341d8528a17eb_367)] [added: [90](#i94e1128e1cee4d97aa372ede8fc9473a_370)] | | |

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Revenues | | | $ | [removed: 6,876.1] [added: 7,235.0] | | | | | $ | [removed: 5,916.3] [added: 6,876.1] | | | | | $ | [removed: 5,152.4] [added: 5,916.3] | |

| Cost of sales | | | [removed: 3,993.9] [added: 4,065.0] | | | | | | [removed: 3,590.7] [added: 3,993.9] | | | | | | [removed: 3,163.9] [added: 3,590.7] | | |

| Gross Profit | | | [removed: 2,882.2] [added: 3,170.0] | | | | | | [removed: 2,325.6] [added: 2,882.2] | | | | | | [removed: 1,988.5] [added: 2,325.6] | | |

| Selling and administrative expenses | | | [removed: 1,272.7] [added: 1,344.4] | | | | | | [removed: 1,095.8] [added: 1,272.7] | | | | | | [removed: 1,028.0] [added: 1,095.8] | | |

| Amortization of intangible assets | | | [removed: 367.5] [added: 373.0] | | | | | | [removed: 347.6] [added: 367.5] | | | | | | [removed: 332.9] [added: 347.6] | | |

| Other operating expense, net | | | [removed: 77.7] [added: 138.6] | | | | | | [removed: 64.9] [added: 77.7] | | | | | | [removed: 61.9] [added: 64.9] | | |

| Operating Income | | | [removed: 1,164.3] [added: 1,300.1] | | | | | | [removed: 817.3] [added: 1,164.3] | | | | | | [removed: 565.7] [added: 817.3] | | |

| Interest expense | | | [removed: 156.7] [added: 213.2] | | | | | | [removed: 103.2] [added: 156.7] | | | | | | [removed: 87.7] [added: 103.2] | | |

| Loss on extinguishment of debt | | | [removed: 13.5] [added: 3.0] | | | | | | [removed: 1.1] [added: 13.5] | | | | | | [removed: 9.0] [added: 1.1] | | |

| Other income, net | | | [removed: (37.0)] [added: (48.9)] | | | | | | [removed: (29.2)] [added: (37.0)] | | | | | | [removed: (44.0)] [added: (29.2)] | | |

| Income Before Income Taxes | | | [removed: 1,031.1] [added: 1,132.8] | | | | | | [removed: 742.2] [added: 1,031.1] | | | | | | [removed: 513.0] [added: 742.2] | | |

| [Note 4: Acquisitions](#i94e1128e1cee4d97aa372ede8fc9473a_289) | | | [50](#i94e1128e1cee4d97aa372ede8fc9473a_289) | | |

| [Note 5: Restructuring](#i94e1128e1cee4d97aa372ede8fc9473a_295) | | | [54](#i94e1128e1cee4d97aa372ede8fc9473a_295) | | |

| [Note 7: Inventories](#i94e1128e1cee4d97aa372ede8fc9473a_301) | | | [55](#i94e1128e1cee4d97aa372ede8fc9473a_301) | | |

| [Note 10: Supply Chain Finance Program](#i94e1128e1cee4d97aa372ede8fc9473a_2489) | | | [57](#i94e1128e1cee4d97aa372ede8fc9473a_2489) | | |

| Impairment of other intangible assets | | | 13.9 | | | | | | — | | | | | | — | | |

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

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

| Net income attributable to Ingersoll Rand Inc. | | | $ | 838.6 | | | | | $ | 778.7 | | | | | $ | 604.7 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 838.6 | | | | | | — | | | | | | — | | | | | | 838.6 | | | | | | 7.7 | | | | | | 846.3 | | |

| Balance at December 31, 2024 | | | 430.7 | | | | | | $ | 4.3 | | | | | $ | 9,633.6 | | | | | $ | 2,503.5 | | | | | $ | (468.5) | | | | | $ | (1,493.9) | | | | | $ | 10,179.0 | | | | | $ | 66.3 | | | | | $ | 10,245.3 | |

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

| Amortization of intangible assets | | | 373.0 | | | | | | 367.5 | | | | | | 347.6 | | |

| Impairment of other intangible assets | | | 13.9 | | | | | | — | | | | | | — | | |

| Loss on extinguishment of debt | | | 3.0 | | | | | | 13.5 | | | | | | 1.1 | | |

| Loss on sale of asbestos-related assets and liabilities | | | 33.7 | | | | | | — | | | | | | — | | |

| Payments to settle cross-currency swaps | | | (19.9) | | | | | | — | | | | | | — | | |

Ingersoll Rand Inc. is a global provider of mission-critical flow creation products and life science and industrial solutions.

The segment expense categories and amounts disclosed in the prior periods were based on the significant segment expense categories identified and disclosed in Note 24 “Segment Reporting.” The adoption has modified our disclosures but has not had a material effect on our consolidated financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, which requires disclosure of additional disaggregated information about significant expenses within relevant income statement captions, such as purchases of inventory, employee compensation, depreciation, amortization, and depletion.

The amendment should be applied prospectively; however,

retrospective application is permitted.

Management is currently evaluating this ASU to determine its impact on the Company’s disclosures.

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

2024 Acquisitions

(“Friulair”) for initial cash consideration of $143.3 million and contingent consideration of up to approximately $11.0 million.

The acquisition is intended to increase the scale of the Company’s air dryer business and will add new chiller production capabilities.

On April 1, 2024, the Company completed the acquisition of Controlled Fluidics, LLC (“Controlled Fluidics”) for initial cash consideration of $49.9 million and contingent consideration of up to $2.0 million.

The business specializes in thermoplastic, high-performance plastic bonding and custom plastic assembly products for life sciences, medical, aerospace, and industrial applications.

The acquisition will complement Ingersoll Rand’s current life sciences offerings and increase the Company’s

market share in high-growth, sustainable end markets.

Controlled Fluidics has been reported within the Precision and Science Technologies segment.

On April 2, 2024, the Company completed the acquisition of Ethafilter s.r.l.

(“Ethafilter”) for cash consideration of $15.5 million.

The business primarily produces filters and filter elements that can be used with all major brands in the compressed air sector.

The acquisition will expand Ingersoll Rand’s product portfolio, extend its reach in highly attractive end markets with the addition of sterile filter technology, and drive ongoing growth from aftermarket services and offerings.

Ethafilter has been reported within the Industrial Technologies and Services segment.

On May 1, 2024, the Company completed the acquisition of Air Systems, LLC (“Air Systems”) for cash consideration of $34.9 million.

The business is a provider of compressed air services.

Air Systems has been reported within the Industrial Technologies and Services segment.

On May 31, 2024, the Company completed the acquisition of Complete Air and Power Solutions (“CAPS”) for cash consideration of $99.3 million.

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

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

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

| Balance at December 31, 2020 | | | 420.1 | | | | | | $ | 4.2 | | | | | $ | 9,310.3 | | | | | $ | (175.7) | | | | | $ | 14.2 | | | | | $ | (33.3) | | | | | $ | 9,119.7 | | | | | $ | 69.8 | | | | | $ | 9,189.5 | |

| Net income | | | — | | | | | | — | | | | | | — | | | | | | 562.5 | | | | | | — | | | | | | — | | | | | | 562.5 | | | | | | 2.5 | | | | | | 565.0 | | |

| Divestiture of foreign subsidiaries | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (1.5) | | | | | | — | | | | | | (1.5) | | | | | | — | | | | | | (1.5) | | |

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

In October 2021, the Financial Accounting Standards Board (the “FASB”) issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an entity to recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606.

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.

In September 2022, the FASB issued ASU 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations.

This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude.

The amendments in this update are effective for fiscal years beginning after December 15, 2022, except for the amendment on roll forward information, which is effective for fiscal years beginning after December 15, 2023.

Early adoption is permitted.

The Company adopted this guidance on January 1, 2023.

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

of guarantees.

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.

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.

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

| Amortization of intangible assets | | | | | | | | | — | | | | | | 10.4 | | | | | | | | | | | | — | | | | | | 2.4 | | | | | | | | | | | | — | | | | | | 12.8 | | |

| Loss (gain) on sale | | | | | | | | | $ | (2.8) | | | | | $ | (298.3) | | | | | | | | | | | $ | — | | | | | $ | 207.7 | | | | | | | | | | | $ | (2.8) | | | | | $ | (90.6) | |

| Depreciation and amortization | | | | | | | | | — | | | | | | 14.8 | | | | | | | | | | | | — | | | | | | 4.0 | | | | | | | | | | | | — | | | | | | 18.8 | | |

| Stock-based compensation expense | | | | | | | | | — | | | | | | 8.2 | | | | | | | | | | | | — | | | | | | 2.7 | | | | | | | | | | | | — | | | | | | 10.9 | | |

| Capital expenditures | | | | | | | | | — | | | | | | 1.6 | | | | | | | | | | | | — | | | | | | 0.3 | | | | | | | | | | | | — | | | | | | 1.9 | | |

Initial accounting for all other acquisitions completed in 2023, including Roots, is substantially complete and any further measurement period adjustments are not expected to be material.

| Goodwill | | | | | | 279.9 | | | | | | 106.6 | | | | | | 125.0 | | | | | | 511.5 | | |

| Total consideration | | | | | | $ | 519.0 | | | | | $ | 292.5 | | | | | $ | 167.8 | | | | | $ | 979.3 | |

2021 Acquisitions

Pro forma information has not been provided as the acquisitions did not have a material impact on the Company’s Consolidated Statements of Operations individually or in the aggregate.

The revenues and operating income of each of the acquisitions below are included in the Company’s consolidated financial statements from the acquisition date.

On January 31, 2021, the Company acquired the Vacuum and Blower Systems division of Tuthill Corporation for cash consideration of $184.0 million.

The business operates under the tradenames M-D Pneumatics and Kinney Vacuum Pumps and is a leader in the design and manufacture of positive displacement blowers, mechanical vacuum pumps, vacuum boosters and engineered blower and vacuum systems.

The acquisition is intended to expand the product portfolio of the Industrial Technologies and Services segment with complementary technologies and applications.

On July 30, 2021, the Company acquired Maximus Solutions for cash consideration of $111.0 million, net of cash acquired.

The business is a provider of digital controls and Industrial Internet of Things (IIoT) production management systems for the agritech software and controls market.

The acquisition is intended to expand product and service offerings of the Precision and Science Technologies segment into attractive end markets and contribute to growth in digital and connected solutions.

The goodwill arising from the acquisition is attributable to synergies expected from building on Maximus’s expertise in digital controls and IIoT systems and from anticipated growth from existing and new customers.

On August 31, 2021, the Company acquired Seepex GmbH (“Seepex”) for cash consideration of $482.1 million, net of cash acquired.

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 Securities Exchange Act of 1934, as amended (the “Exchange [removed: Act”)] [added: Act”))] as of December 31, [removed: 2023.][added: 2024.]

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: 2023] [added: 2024] as disclosed in Note 4 to the consolidated financial statements.

These businesses represented approximately [removed: 2%] [added: 3%] 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: 2023)] [added: 2024)] and approximately [removed: 4%] [added: 5%] of the consolidated total revenues as of and for the year ended December 31, [removed: 2023.][added: 2024.]

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: 2023.][added: 2024.]

Under the supervision and with the participation of our management, including our [added: principal] executive officer and our principal financial officer, we evaluated the effectiveness of our internal control over financial reporting based on the framework in *Internal Control – Integrated Framework (2013)* issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).

Based on that evaluation, management has concluded that our internal control over financial reporting was effective as of December 31, [removed: 2023.][added: 2024.]

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, 2024 as disclosed in Note 4 to the consolidated financial statements.

These businesses represented approximately 3% 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, 2024) and approximately 5% of the consolidated total revenues as of and for the year ended December 31, 2024.

During the quarter ended December 31, 2024, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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.

The [added: remaining] information required by this Item will be included in our definitive proxy statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

Code of Conduct

The Company has adopted a Code of Conduct that applies to all of the Company’s directors, officers (including the principal executive officer, principal financial officer, principal accounting officer, or controller and persons performing similar functions) and employees.

The Code of Conduct sets forth our policies and expectations on a number of topics, including conflicts of interest, corporate opportunities, confidentiality, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing.

This Code of Conduct also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC.

The Code of Conduct may be found on our website at www.irco.com under Investors: Governance: Governance Documents & Charters: Code of Conduct.

We will make any legally required disclosures regarding amendments to, or waivers of, provisions of our Code of Conduct on our website rather than by filing a Current Report on Form 8-K.

The information required by this Item will be included in our definitive proxy statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

Except as set forth below, the information required by this Item will be included in our definitive proxy statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

The following table provides information as of December 31, [removed: 2023] [added: 2024] about our common stock that may be issued [removed: upon the exercise of options, warrants and rights] [added: pursuant to awards] granted to employees, consultants or directors under all of [removed: the] [added: our] existing equity compensation plans including our 2013 Stock Incentive Plan and 2017 Omnibus Incentive Plan.

All equity compensation plans are described more fully in Note [removed: 18] [added: 19] “Stock-Based Compensation Plans” to our audited consolidated financial statements included elsewhere in this Form 10-K.

(1)Total includes [removed: 1,529,099] [added: 599,334] stock options under the Company’s 2013 Stock Incentive Plan and [removed: 3,752,686] [added: 3,585,783] stock options and [removed: 2,716,217] [added: 2,511,841] restricted stock units under the Company’s 2017 Omnibus Incentive Plan.

(3)These shares are available for grant as of December 31, [removed: 2023] [added: 2024] under the Company’s 2017 Omnibus Incentive Plan.

| Equity compensation plans approved by securityholders | | | 6,696,958 | | | | | | $ | 43.33 | | | | | 6,439,046 | | |

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

The information required by this Item will be included in our definitive proxy statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

The information required by this Item will be included in our definitive proxy statement for the [removed: 2024] [added: 2025] 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: 2023.][added: 2024.]

| | | | Consolidated Statements of Operations - For the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [42](#idbb2367dd70b46f697a341d8528a17eb_259)] [added: [38](#i94e1128e1cee4d97aa372ede8fc9473a_259)] | | |

| | | | Consolidated Statements of Comprehensive Income - For the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [43](#idbb2367dd70b46f697a341d8528a17eb_262)] [added: [39](#i94e1128e1cee4d97aa372ede8fc9473a_262)] | | |

| | | | Consolidated Balance Sheets - As of December 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | [removed: [44](#idbb2367dd70b46f697a341d8528a17eb_265)] [added: [40](#i94e1128e1cee4d97aa372ede8fc9473a_265)] | | |

| | | | Consolidated Statements of Stockholders’ Equity - For the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [45](#idbb2367dd70b46f697a341d8528a17eb_268)] [added: [41](#i94e1128e1cee4d97aa372ede8fc9473a_268)] | | |

| | | | Consolidated Statements of Cash Flows - For the years ended December 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | [removed: [46](#idbb2367dd70b46f697a341d8528a17eb_271)] [added: [42](#i94e1128e1cee4d97aa372ede8fc9473a_271)] | | |

| | | | Notes to Consolidated Financial Statements | | | [removed: [48](#idbb2367dd70b46f697a341d8528a17eb_274)] [added: [44](#i94e1128e1cee4d97aa372ede8fc9473a_274)] | | |

| | | | Report of Independent Registered Public Accounting Firm | | | [removed: [95](#idbb2367dd70b46f697a341d8528a17eb_367)] [added: [90](#i94e1128e1cee4d97aa372ede8fc9473a_370)] | | |

| [removed: [2.1](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_8k.htm)] [added: [2.1](https://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_8k.htm)] | | | | | | Agreement and Plan of Merger, dated as of April 30, 2019, by and among Ingersoll-Rand plc, Ingersoll-Rand U.S. Holdco, Inc., Gardner Denver Holdings, Inc. and Charm Merger Sub Inc. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019) | | |

| [removed: [2.2](http://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0202.htm)] [added: [2.2](https://www.sec.gov/Archives/edgar/data/1466258/000095014219001018/eh1900627_ex0202.htm)] | | | | | | Separation and Distribution Agreement, dated as of April 30, 2019, by and between Ingersoll-Rand plc and Ingersoll-Rand U.S. HoldCo, Inc. (incorporated by reference to Exhibit 2.2 to the Current Report on Form 8-K filed by Ingersoll-Rand plc on May 6, 2019) | | |

| [removed: [2.3](http://www.sec.gov/Archives/edgar/data/0001699150/000114036121012485/brhc10023015_ex2-1.htm)] [added: [2.3](https://www.sec.gov/Archives/edgar/data/0001699150/000114036121012485/brhc10023015_ex2-1.htm)] | | | | | | Securities Purchase Agreement, dated as of April 9, 2021, by and among Ingersoll Rand Inc., Club Car, LLC and MajorDrive Holdings IV, LLC (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed on April 12, 2021) | | |

| [removed: [3.1](http://www.sec.gov/Archives/edgar/data/0001699150/000114036121021705/brhc10025937_ex3-1.htm)] [added: [3.1](https://www.sec.gov/Archives/edgar/data/0001699150/000114036121021705/brhc10025937_ex3-1.htm)] | | | | | | Restated Certificate of Incorporation of Ingersoll Rand Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed on June 21, 2021) | | |

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

| [removed: [4.1](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000885/s001556x10_ex4-1.htm)] [added: [4.1](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000885/s001556x10_ex4-1.htm)] | | | | | | Form of Common Stock Certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 4 to the Registrant’s Registration Statement on Form S-1 filed on May 3, 2017) | | |

| [removed: [4.2](https://www.sec.gov/Archives/edgar/data/1699150/000162828024006642/ir2023ex42xdescriptionofin.htm)] [added: [19.1](https://www.sec.gov/Archives/edgar/data/1699150/000162828025006391/ir2024ex191xinsidertrading.htm)] | | | | | | [removed: Description of] Ingersoll Rand [removed: Inc.’s] [added: Inc.] Securities [added: Trading Policy] | | |

| [removed: [4.3](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-1.htm)] [added: [4.3](https://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). | | |

| [removed: [4.4](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-2.htm)] [added: [4.4](https://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). | | |

| [removed: [4.5](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-3.htm)] [added: [4.5](https://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). | | |

| [removed: [4.6](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-2.htm)] [added: [4.6](https://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). | | |

| [removed: [4.7](http://www.sec.gov/Archives/edgar/data/1699150/000114036123039681/ny20009836x5_ex4-3.htm)] [added: [4.7](https://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). | | |

| [removed: [10.1†](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-1.htm)] [added: [10.1†](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-1.htm)] | | | | | | 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 10.1 to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.2](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-2.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-23.htm)[12](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-23.htm)[†](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-23.htm)] | | | | | | [removed: Senior Secured Credit] [added: Stock Option] Agreement, dated as of [removed: July 30, 2013, among Renaissance Acquisition Corp.,] [added: March 7, 2014, under] the [removed: foreign borrowers described therein,] [added: 2013 Stock Incentive Plan for Key Employees of] Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent [removed: Corp.), UBS AG, Stamford Branch,] [added: Corp.) between Gardner Denver Holdings, Inc. (formerly known] as [removed: administrative agent, and other agents] [added: Renaissance Parent Corp.)] and [removed: lenders party thereto] [added: Andrew Schiesl] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.23] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.3](http://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-3.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)[10](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)[†](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-21.htm)] | | | | | | [removed: Amendment No. 1, dated as] [added: Form] of [removed: March 4, 2016, to] [added: Management Stock Option Agreement (December 2016) under] the [removed: Senior Secured Credit Agreement, among] [added: 2013 Stock Incentive Plan for Key Employees of] Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent [removed: Corp.), Gardner Denver, Inc., GD German Holdings II GmbH (as successor in interest to Gardner Denver Holdings GmbH & Co. KG), GD First (UK) Limited, UBS AG, Stamford Branch, as administrative agent, and other agents] [added: Corp.)] and [removed: lenders party thereto] [added: its Subsidiaries] (incorporated by reference to Exhibit [removed: 10.3] [added: 10.21] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [10.4](http://www.sec.gov/Archives/edgar/data/1699150/000156761917001734/s001836x1_ex10-1.htm)] [added: [1](https://www.sec.gov/Archives/edgar/data/1699150/000114036124025480/ny20028300x4_ex10-1.htm)[0.44](https://www.sec.gov/Archives/edgar/data/1699150/000114036124025480/ny20028300x4_ex10-1.htm)] | | | | | | [removed: Amendment No. 2,] [added: Credit Agreement,] dated as of [removed: August 17, 2017, to the Senior Secured Credit Agreement,] [added: May 10, 2024, by and] among [removed: Gardner Denver Holdings, Inc., Gardner Denver,] [added: Ingersoll Rand] Inc., [removed: GD German Holdings II GmbH, GD First (UK) Limited, UBS AG, Stamford Branch, as administrative agent, and] the [removed: other parties and] lenders party thereto [added: and Citibank, N.A., as administrative agent] (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed on [removed: August 18, 2017)] [added: May 10, 2024)] | | |

| [removed: [10.7](http://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_10.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_9.htm)[3](https://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_9.htm)[4](https://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_9.htm)] | | | | | | [removed: Amendment No. 5] [added: Side Letter] to [removed: Credit Agreement and Joinder Agreement] [added: the Employee Matters Agreement,] dated [removed: as of] February [removed: 28,] [added: 29,] 2020, by and among [removed: Gardner Denver Holdings, Inc., Gardner Denver, Inc., GD German Holdings II GmbH,] [added: Ingersoll-Rand plc, Ingersoll-Rand U.S. Holdco, Inc. and] Gardner Denver Holdings, [removed: Ltd., Citibank, N.A. as administrative agent, and the other parties and lenders party thereto] [added: Inc.] (incorporated by reference to Exhibit [removed: 10.10] [added: 10.9] to the Registrant’s Quarterly Report on Form 10-Q filed on May 15, 2020) | | |

| [removed: [10.8](http://www.sec.gov/Archives/edgar/data/1699150/000114036120015279/nt10012771x2_ex10-1.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_8.htm)[33](https://www.sec.gov/Archives/edgar/data/1699150/000114036120011736/ex10_8.htm)] | | | | | | [removed: Joinder Agreement and Amendment No. 6] [added: Side Letter] to [removed: Credit] [added: the Employee Matters] Agreement, dated [removed: as of June 29, 2020,] [added: July 11, 2019, by and] among [removed: Ingersoll Rand Inc., Gardner Denver, Inc.,] Ingersoll-Rand [removed: Services Company, GD German Holdings II GmbH,] [added: plc and] Gardner Denver [removed: Holdings Ltd., Citibank, N.A., and the lenders and other parties party thereto] [added: Holdings, Inc.] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.8] to the Registrant’s [removed: Current] [added: Quarterly] Report on Form [removed: 8-K] [added: 10-Q] filed on [removed: July 1,] [added: May 15,] 2020) | | |

| [removed: [10.9](http://www.sec.gov/Archives/edgar/data/1699150/000162828022003991/ir2021ex109xamendmentno7to.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_3.htm)[28](https://www.sec.gov/Archives/edgar/data/1699150/000114036120004816/ex10_3.htm)] | | | | | | [removed: Amendment No. 7 to Credit] [added: Employee Matters] Agreement, dated as of [removed: December 28, 2021,] [added: February 29, 2020,] by and among [removed: Gardner Denver, Inc., as] [added: Ingersoll-Rand plc, Ingersoll-Rand] U.S. [removed: Borrower, and Citibank, N.A. as Administrative Agent] [added: HoldCo, Inc.] and [removed: Collateral Agent] [added: Gardner Denver Holdings, Inc.] (incorporated by reference to Exhibit [removed: 10.9] [added: 10.3] to the Registrant’s [removed: Annual] [added: Current] Report on Form [removed: 10-K] [added: 8-K] filed on [removed: February 25, 2022)] [added: March 4, 2020)] | | |

| [removed: [10.10](https://www.sec.gov/Archives/edgar/data/1699150/000162828022013032/ir2022q1ex101-amendmentno8.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000114036119008488/nc10001577x1_ex10-2.htm)[23](https://www.sec.gov/Archives/edgar/data/1699150/000114036119008488/nc10001577x1_ex10-2.htm)] | | | | | | Amendment No. [removed: 8] [added: 1] to [removed: Credit] [added: the Stockholders] Agreement, dated as of April [removed: 1, 2022, by and among] [added: 30, 2019, between] Gardner [removed: Denver, Inc., as U.S. Borrower, and Citibank, N.A. as Administrative Agent] [added: Denver Holdings, Inc.] and [removed: Collateral Agent] [added: KKR Renaissance Aggregator L.P.] (incorporated by reference to Exhibit [removed: 10.1] [added: 10.2] to the Registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q] [added: 8-K] filed on May 6, [removed: 2022)] [added: 2019)] | | |

| [removed: [10.11](http://www.sec.gov/Archives/edgar/data/1699150/000162828023016124/ir2023q1ex102-amendmentno9.htm)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000162828023016124/ir2023q1ex101-employmentag.htm)[16](https://www.sec.gov/Archives/edgar/data/1699150/000162828023016124/ir2023q1ex101-employmentag.htm)[†](https://www.sec.gov/Archives/edgar/data/1699150/000162828023016124/ir2023q1ex101-employmentag.htm)] | | | | | | [removed: Joinder Agreement and Amendment No. 9 to Credit] [added: Employment] Agreement, dated [removed: as of] April [removed: 21,] [added: 10,] 2023, [removed: by and among] [added: between] Ingersoll Rand [removed: Inc., Gardner Denver, Inc., Ingersoll-Rand Services Company, GD German Holdings II GmbH, Gardner Denver Holdings Ltd., Citibank, N.A., and the lenders] [added: Inc.] and [removed: other parties party thereto] [added: Enrique Miñarro Viseras] (incorporated by reference to Exhibit [removed: 10.2] [added: 10.1] to the Registrant’s Quarterly Report on Form 10-Q filed on May 5, 2023) | | |

| [removed: [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)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)[5](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)[†](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-16.htm)] | | | | | | [removed: Pledge Agreement, dated as] [added: Form] of [removed: July 30, 2013, among] [added: Director Stock Option Agreement under the 2013 Stock Incentive Plan for Key Employees of] Gardner Denver Holdings, Inc. (formerly known as Renaissance Parent [removed: Corp.), Renaissance Acquisition Corp., the subsidiary pledgors identified therein] [added: Corp.)] and [removed: UBS AG, Stamford Branch, as collateral agent] [added: its Subsidiaries] (incorporated by reference to Exhibit [removed: 10.4] [added: 10.16] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [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)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)[6](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)[†](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-17.htm)] | | | | | | [removed: Security Agreement, dated as] [added: Form] of [removed: July 30, 2013, among] [added: 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 [removed: Corp.), Renaissance Acquisition Corp., the subsidiary grantors identified therein] [added: Corp.)] and [removed: UBS AG, Stamford Branch, as collateral agent] [added: its Subsidiaries] (incorporated by reference to Exhibit [removed: 10.5] [added: 10.17] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |

| [removed: [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)] [added: [10.](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)[7](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)[†](https://www.sec.gov/Archives/edgar/data/1699150/000156761917000351/s001556x1_ex10-18.htm)] | | | | | | [removed: Guarantee Agreement, dated as] [added: Form] of [removed: July 30, 2013, among] [added: 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 [removed: Corp.), the subsidiary guarantors identified therein and UBS AG, Stamford Branch, as administrative agent] [added: Corp.)] and [removed: collateral agent] [added: its Subsidiaries] (incorporated by reference to Exhibit [removed: 10.6] [added: 10.18] to the Registrant’s Registration Statement on Form S-1 filed on February 28, 2017) | | |