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Item 5. OTHER INFORMATION

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Item 5. OTHER INFORMATION

Rule 10b5-1 Trading Arrangements

On May 22, 2025, Vicente Reynal, the Company's Chairman, President and Chief Executive Officer, adopted a Rule 10b5-1 trading arrangement (a “10b5-1 Plan”). Mr. Reynal’s 10b5-1 Plan provides for the potential sale of up to 496,746 shares of the Company’s common stock, obtained from the exercise of vested stock options covered by the 10b5-1 Plan, from September 2, 2025 through May 11, 2026, and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act.

During the quarter ended June 30, 2025, none of our other 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).

Executive Change in Control & Severance Plan

On July 30, 2025, the Compensation Committee (the “Committee”) of the Board of Directors of Ingersoll Rand Inc. approved the Executive Change in Control & Severance Plan (the “Plan”), which provides severance benefits to certain executives of the Company and its subsidiaries who reside in the United States, including, among others, our current Named Executive Officers other than Vicente Reynal, the Chief Executive Officer, President and Chairman of the Board of Directors (the “NEOs”). The Plan supersedes any rights to severance benefits any of the NEOs may have under any employment agreement or other arrangement with the Company or any of its affiliates. Mr. Reynal is not eligible to participate in the Plan, and he continues to be entitled to the severance payments and benefits as set forth in his Employment Agreement with the Company.

Under the Plan, any of the NEOs who experiences a “qualifying termination” (i.e., a termination without cause or a resignation for good reason) other than during the period beginning six months before and ending two years after a change in control of the Company, is eligible to receive (i) continued payment of the participant’s base salary for 12 months, (ii) any earned but unpaid bonus for the fiscal year prior to the year of termination, (iii) a pro-rata bonus for the year in which termination occurs, measured based on actual achievement, and (iv) a payment equal to the aggregate amount of the employer portion of premiums for continued group health plan coverage on a tax grossed-up basis for the length of the 12 month period. If any NEO experiences a qualifying termination during the period beginning six months before and ending two years after a change in control of the Company, the participant is eligible to receive (i) a lump sum payment equal to the product of the participant’s monthly base salary multiplied by 18 months, (ii) any earned but unpaid bonus for the fiscal year prior to the year of termination, (iii) a pro-rata target annual bonus for the year in which termination occurs, and (iv) a payment equal to the aggregate amount of the employer portion of premiums for continued group health plan coverage on a tax grossed-up basis for the length of the 18 month period.

Participants are required to execute a general release of claims as a condition to receiving severance payments and benefits under the Plan and to comply with any non-competition or other restrictive covenant agreements with the Company.

The above description does not purport to be complete and is qualified in its entirety by reference to the Executive Change in Control & Severance Plan which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.

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