filings.toolsItem 1A. RISK FACTORS
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Item 1A. RISK FACTORS
There have been no material changes to our risk factors included in our 2025 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 June 30, 2026.
| 2026 Second 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)** | |||||||||||||||||||
| April 1, 2026 - April 30, 2026 | — | $ | — | — | $ | 902,587,463 | |||||||||||||||||
| May 1, 2026 - May 31, 2026 | 3,374,528 | $ | 71.13 | 3,374,528 | $ | 662,625,105 | |||||||||||||||||
| June 1, 2026 - June 30, 2026 | — | $ | — | — | $ | 662,625,105 | |||||||||||||||||
| Total | 3,374,528 | 3,374,528 | |||||||||||||||||||||
(1)Typically includes shares of common stock surrendered to us to satisfy tax withholding obligations in connection with the vesting of certain restricted stock units. There were no such shares surrendered during the quarter ended June 30, 2026.
(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, 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. On May 1, 2025, the Company announced that its Board of Directors authorized a $1.0 billion increase to the Company’s share repurchase program. The 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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