Ingersoll Rand IR · USD

Segment ReportingA description of the Company’s two reportable segments, including the specific products manufactured and sold follows below. When determining the reportable segments, we aggregate operating segments based on their similar economic and operating characteristics.In the Industrial Technologies and Services segment, the Company designs, manufactures, markets and services a broad range of compression and vacuum equipment as well as fluid transfer equipment and loading systems. The Company’s compression and vacuum products are used worldwide in industrial manufacturing, transportation, chemical processing, food and beverage production, clean energy, environmental and other applications. In addition to equipment sales, the Company offers a broad portfolio of service options tailored to customer needs and complete range of aftermarket parts, air treatment equipment, controls and other accessories. The Company’s engineered loading systems and fluid transfer equipment ensure the safe handling and transfer of crude oil, liquefied natural gas, compressed natural gas, chemicals, and bulk materials.In the Precision and Science Technologies segment, the Company designs, manufactures and markets a broad range of specialized positive displacement pumps, fluid management equipment, single-use powder handling systems, and contract design and production services for silicone, thermoplastic, and specialty components and assemblies for medical devices. These products are used in medical, laboratory, industrial manufacturing, water and wastewater, chemical processing, clean energy, food and beverage, agriculture and other markets. The Company’s products are used for a diverse set of applications including precision dosing, liquid and solid transfer, dispensing, gas compression, gas sampling, pressure management, flow control, and powder handling, amongst other applications. The Company sells primarily through a broad global network of specialized and national distributors and original equipment manufacturers who integrate the Company’s products into their devices and systems.Ingersoll Rand’s Chief Operating Decision Maker (“CODM”) is our Chief Executive Officer. The CODM evaluates the performance of the Company’s segments based on Segment Adjusted EBITDA. The CODM closely monitors the Segment Adjusted EBITDA of each segment to evaluate past performance and actions required to improve profitability. Inter-segment sales and transfers are not significant.

Revenue from Contracts with CustomersOverviewThe Company recognizes revenue when it has satisfied its obligation and control is transferred to the customer. The amount of revenue recognized includes adjustments for any variable consideration, such as rebates, sales discounts and liquidated damages, which are included in the transaction price, and allocated to each performance obligation. The variable consideration is estimated throughout the course of the contract using the Company’s best estimates. Judgments impacting variable consideration related to material rebate and sales discount programs, and significant contracts containing liquidated damage clauses are governed by management review processes.The majority of the Company’s revenues are derived from short duration contracts and revenue is recognized at a single point in time when control is transferred to the customer, generally at shipment or when delivery has occurred or services have been rendered.The Company has certain long duration engineered to order (“ETO”) contracts that require highly-engineered solutions designed to customer specific applications. For contracts where the contractual deliverables have no alternative use and the contract termination clauses provide for the recovery of cost plus a reasonable margin, revenue is recognized over time based on the Company’s progress in satisfying the contractual performance obligations, generally measured as the ratio of actual costs incurred to date to the estimated total costs to complete the contract. For contracts with termination provisions that do not provide for recovery of cost and a reasonable margin, revenue is recognized at a point in time, generally at shipment or delivery to the customer. Identification of performance obligations, determination of alternative use, assessment of contractual language regarding termination provisions, and estimation of total project costs are all significant judgments required in the application of ASC 606.Contractual specifications and requirements may be modified. The Company considers contract modifications to exist when the modification either creates new or changes the existing enforceable rights and obligations.

DebtDebt as of December 31, 2025 and 2024 consisted of the following.20252024Short-term borrowings$— $1.7 Long-term debt5.197% Senior Notes due June 2027(1)$700.0 $699.9 5.400% Senior Notes due August 2028(1)499.0 498.6 5.176% Senior Notes due June 2029(1)750.0 750.0 5.314% Senior Notes due June 2031(1)500.0 500.0 5.700% Senior Notes due August 2033(1)994.1 993.4 5.450% Senior Notes due June 2034(1)749.6 749.5 5.700% Senior Notes due June 2054(1)597.7 597.6 Finance leases and other long-term debt13.2 14.1 Swap valuation adjustments19.8 (0.3)Unamortized debt issuance costs(38.7)(47.0)Total long-term debt, net, including current maturities4,784.7 4,755.8 Current maturities of long-term debt1.4 1.4 Total long-term debt, net$4,783.3 $4,754.4 (1)This amount is net of unamortized discounts. Total unamortized discounts were $9.7 million and $11.0 million as of December 31, 2025 and 2024, respectively.Senior NotesOn May 10, 2024, the Company issued $3,300.0 million in aggregate principal amount of senior unsecured notes comprised of $700.0 million aggregate principal amount of 5.197% Senior Notes due 2027 (the “2027 Notes”), $750.0 million aggregate principal amount of 5.176% Senior Notes due 2029 (the “2029 Notes”), $500.0 million aggregate principal amount of 5.314% Senior Notes due 2031 (the “2031 Notes”), $750.0 million aggregate principal amount of 5.450% Senior Notes due 2034 (the “2034 Notes”) and $600.0 million aggregate principal amount of 5.700% Senior Notes due 2054 (the “2054 Notes” and, together with the 2027 Notes, 2029 Notes, 2031 Notes and 2034 Notes, the “New Notes,” and collectively with the existing senior unsecured notes, the “Senior Notes”). The Company used the net proceeds of the 2034 Notes and the 2054 Notes to repay in full all indebtedness under, and terminate all commitments and discharge and release all guarantees in respect of, the Company’s former senior secured credit facilities and used the remaining net proceeds of such New Notes for general corporate purposes. The Company used the net proceeds of the 2027 Notes, the 2029 Notes and the 2031 Notes to partially fund the cash consideration of the acquisition of ILC Dover, with any remaining cash consideration funded with cash on hand.

Income TaxesIncome before income taxes for the years ended December 31, 2025, 2024 and 2023 consisted of the following.202520242023U.S.$220.3 $383.7 $356.0 Non-U.S.715.0 749.1 675.1 Income before income taxes$935.3 $1,132.8 $1,031.1 The following table details the components of the Provision for income taxes for the years ended December 31, 2025, 2024 and 2023.202520242023Current:U.S. federal$81.2 $87.5 $111.5 U.S. state and local24.0 22.8 23.7 Non-U.S.193.6 185.3 181.7 Deferred:U.S. federal(26.2)(9.7)(44.0)U.S. state and local(6.5)(5.7)(6.9)Non-U.S.(46.7)(17.7)(26.0)Provision for income taxes$219.4 $262.5 $240.0 The U.S. federal corporate statutory rate is reconciled to the Company’s effective income tax rate for the year ended December 31, 2025 after the adoption of ASU 2023-09 as follows.2025U.S. federal corporate statutory rate$196.4 21.0 %State and local taxes, less federal tax benefit (1)13.3 1.4 Foreign tax effectsChinaWithholding tax16.6 1.8 Other4.9 0.5 India10.3 1.1 MaltaInterest on equity(24.2)(2.6)Other7.6 0.8 Switzerland(13.4)(1.4)Other foreign jurisdictions16.4 1.7 Effect of cross-border tax lawsForeign Derived Intangible Income (“FDII”) deduction(14.4)(1.5)Repatriation cost2.5 0.3 Global Intangible Low-Tax Income (“GILTI”)13.0 1.4 Tax creditsForeign tax credits(23.8)(2.5)Other(3.8)(0.4)Changes in valuation allowances4.4 0.5 Nontaxable and nondeductible items18.7 2.0 Changes in unrecognized tax benefits4.2 0.4 Other adjustments(9.3)(1.0)Effective income tax rate$219.4 23.5 %(1)During the year ended December 31, 2025, state taxes in California, Florida, Georgia, Illinois, Indiana, Minnesota, Pennsylvania, Tennessee and Texas comprised greater than 50% of the tax effect in this category.The U.S. federal corporate statutory rate is reconciled to the Company’s effective income tax rate for the years ended December 31, 2024 and 2023, prior to the adoption of ASU 2023-09 as follows.20242023U.S. federal corporate statutory rate21.0 %21.0 %State and local taxes, less federal tax benefit1.4 1.3 Net effects of foreign tax rate differential2.5 1.8 Withholding tax1.3 1.5 Repatriation cost(1.5)(2.0)Global Intangible Low-Tax Income (“GILTI”)0.4 0.7 ASC 740-30 (formerly APB 23)1.5 1.7 Changes in valuation allowances0.4 1.7 Changes in unrecognized tax benefits0.9 0.9 Equity compensation(1.3)(0.6)Nondeductible acquisition costs0.3 0.4 Foreign Derived Intangible Income (“FDII”) deduction(1.1)(1.4)Tax credits(0.6)(0.7)Income not subject to tax(0.3)(1.

Stock-Based Compensation PlansThe Company has outstanding stock-based compensation awards granted under the 2013 Stock Incentive Plan (“2013 Plan”) and the 2017 Omnibus Incentive Plan, (as amended by the First Amendment, dated April 27, 2021, “2017 Plan”). Following the Company’s initial public offering, the Company grants stock-based compensation awards pursuant to the 2017 Plan and ceased granting new awards pursuant to the 2013 Plan.2017 Omnibus Incentive PlanIn May 2017, the Company’s Board approved the 2017 Plan, and in February 2020, the Company’s stockholders approved the amendment and restatement of the 2017 Plan. Under the terms of the Plan, the Company’s Board may grant up to 19.6 million stock based and other incentive awards. Any shares of common stock subject to outstanding awards granted under the Company’s 2013 plan that, after the effective date of the 2017 Plan, expire or are otherwise forfeited or terminated in accordance with their terms are also available for grant under the 2017 Plan. All stock options were granted to employees, directors and advisors with an exercise price equal to the fair value of the Company’s per share common stock at the date of grant. Stock option awards typically vest over four years or five years and expire ten years from the date of grant.2013 Stock Incentive PlanThe Company adopted the 2013 Plan on October 14, 2013 as amended on April 27, 2015 under which the Company had the ability to grant stock-based compensation awards to employees, directors and advisors. The total number of shares available for grant under the 2013 Plan and reserved for issuance was 20.9 million shares. All stock options were granted to employees, directors and advisors with an exercise price equal to the fair value of the Company’s per share common stock at the date of grant. Stock option awards vested over either five years, four years, or three years with 50% of each award vesting based on time and 50% of each award vesting based on the achievement of certain financial targets.Stock-Based Compensation ExpenseStock-based compensation expense for the years ended December 31, 2025, 2024 and 2023 was $53.0 million, $58.8 million and $51.9 million, respectively, and is included in “Cost of sales” and “Selling and administrative expenses” in the Consolidated Statements of Operations. As of December 31, 2025, there was $98.

The following assumptions were used to estimate the fair value of options granted during the years ended December 31, 2025, 2024 and 2023.202520242023Expected life of options (in years)6.3 - 7.56.3 - 7.56.3 - 7.5Risk-free interest rate3.8% - 4.2%3.7% - 4.3%3.8% - 4.6%Assumed volatility34.0% - 34.3%34.9% - 35.2%35.6% - 36.6%Expected dividend rate0.1%0.0% - 0.1%0.0% - 0.1%The following assumptions were used to estimate the fair value of performance share units granted during the year ended December 31, 2025, 2024 and 2023 using the Monte Carlo simulation pricing model.202520242023Expected term (in years)2.4 - 2.82.82.9Risk-free interest rate3.6% - 4.0%4.5%4.4%Assumed volatility28.2% - 28.6%28.9%31.8%Expected dividend rate0.1 %0.1 %0.

LeasesThe components of lease expense for the years ended December 31, 2025 and 2024 are as follows.20252024Operating lease cost$78.6 $64.5 Finance lease costAmortization of right-of-use assets$1.4 $1.5 Interest on lease liabilities0.8 0.9 Total finance lease cost$2.2 $2.4 Short-term lease cost$2.5 $2.2 Supplemental cash flow information related to leases for the years ended December 31, 2025 and 2024 is as follows.20252024Supplemental Cash Flows InformationCash Paid for Amounts Included in the Measurement of Lease LiabilitiesOperating cash flows from operating leases$77.4 $63.8 Operating cash flows from finance leases0.8 0.9 Financing cash flows from finance leases1.3 1.3 Leased Assets Obtained in Exchange for New Operating Lease Liabilities55.0 96.2 Supplemental balance sheet information related to leases is as follows.December 31, 2025December 31, 2024Operating leasesOther assets$236.4 $226.6 Accrued liabilities$64.8 $56.3 Other liabilities168.0 165.5 Total operating lease liabilities$232.8 $221.8 Finance LeasesProperty, plant and equipment$9.7 $11.1 Short-term borrowings and current maturities of long-term debt$1.3 $1.3 Long-term debt, less current maturities11.2 12.6 Total finance lease liabilities$12.5 $13.9 Weighted Average Remaining Lease Term (in years)Operating leases5.05.2Finance leases8.79.4Weighted Average Discount RateOperating leases4.2 %4.1 %Finance leases6.5 %6.5 %Maturities of lease liabilities as of December 31, 2025 are as follows.Operating LeasesFinance Leases2026$73.3 $2.1 202757.9 2.1 202842.9 2.1 202927.9 2.1 203018.0 2.1 Thereafter38.9 6.3 Total lease payments$258.9 $16.8 Less imputed interest(26.1)(4.3)Total$232.8 $12.

Acquisitions2025 AcquisitionsOn February 3, 2025, the Company completed the acquisition of SSI Aeration, Inc. (“SSI”) for cash consideration of $97.8 million. The business is a manufacturer of wastewater treatment plant equipment. The acquisition will enable Ingersoll Rand to combine several technologies like low pressure compressors with SSI’s aeration offerings to provide a comprehensive, end-to-end solution. SSI has been reported within the Industrial Technologies and Services segment.On February 3, 2025, the Company completed the acquisition of Excelsior Blower Systems, Inc. (“Excelsior”) for cash consideration of $17.5 million. The business is a manufacturer of blower packages. Excelsior has been reported within the Industrial Technologies and Services segment.On February 3, 2025, the Company completed the acquisition of Cullum & Brown of Kansas City, Inc. (“Cullum & Brown”) for initial cash consideration of $50.7 million and contingent consideration of up to $10.0 million. The business is a provider of compressors, blowers, pumps and associated parts and services. Cullum & Brown has been reported within the Industrial Technologies and Services segment.On April 1, 2025, the Company completed the acquisition of G & D Chillers, Inc. (“G & D”) for cash consideration of $20.9 million. The business is a manufacturer of glycol chillers. G & D has been reported within the Industrial Technologies and Services segment.On June 3, 2025, the Company completed the acquisition of Lead Fluid (Baoding) Intelligent Equipment Manufacturing Co., Ltd. (“Lead Fluid”) for cash consideration of $18.0 million and contingent consideration of up to approximately $4.2 million. The business designs and manufactures fluid-handling products, including peristaltic pumps, syringe pumps, gear pumps, and pump heads, used for life science applications. Lead Fluid has been reported within the Precision and Science Technologies segment.On July 1, 2025, the Company completed the acquisition of Termomeccanica Industrial Compressors S.p.A. (“TMIC”) and its subsidiary Adicomp S.p.A. (“Adicomp”) (collectively “TMIC/Adicomp”) for cash consideration of $193.2 million. TMIC is an international leader in the design and production of air and gas compressors and its subsidiary Adicomp provides engineered-to-order solutions in the renewable natural gas industry. TMIC/Adicomp has been reported within the Industrial Technologies and Services segment.