A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

As of March 31, 2024, there have been no material changes to our risk factors included in our 2023 Annual Report.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table contains detail related to the repurchase of our common stock based on the date of trade during the three month period ended March 31, 2024.

2024 First Quarter MonthsTotal 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)**
January 1, 2024 - January 31, 2024—$——$243,033,169
February 1, 2024 - February 28, 2024444,449$88.95335,460$213,033,369
March 1, 2024 - March 31, 2024367,325$90.88357,620$180,532,915
Total811,774693,080

(1)Includes shares of common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of certain restricted stock units, comprised of 108,989 shares in the period from February 1, 2024 to February 29, 2024, and 9,705 shares in the period from March 1, 2024 to March 31, 2024.

(2)The average price paid per share includes brokerage commissions.

(3)On August 24, 2021, our Board of Directors approved a share repurchase program which authorized the repurchase of up to $750.0 million of the Company’s outstanding common stock. The authorization does not have any expiration date.

On April 25, 2024, our Board of Directors authorized a $1.0 billion increase to our share repurchase program. This increase is incremental to the amount remaining on the existing $750 million authorization. These authorizations do not have any expiration date. Under the repurchase program, Ingersoll Rand may from time to time repurchase shares of the Company’s common stock in the open market at prevailing market prices (including through Rule 10b5-1 plans), in privately negotiated transactions, a combination thereof, or through other transactions. The actual timing, number, manner, and value of any shares repurchased will depend on several factors, including the market price of the Company’s stock, general market and economic conditions, the Company’s liquidity requirements, applicable legal requirements, and other business considerations.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

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