8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): December 17, 2025

Ingersoll Rand Inc.

(Exact Name of Registrant as Specified in its Charter)

525 Harbour Place Drive, Suite 600

Davidson, North Carolina 28036

(704) 655-4000

(Address, including zip code, of principal executive offices and registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 17, 2025, the Board of Directors (the “Board”) of Ingersoll Rand Inc. (the “Company”), upon the recommendation of its Nominating and Corporate Governance Committee, increased the size of the Board to ten directors and appointed Jerome Guillen as a director of the Board, effective January 1, 2026, to serve until the Company’s 2026 Annual Meeting of Stockholders and until the election and qualification of his successor or earlier death, resignation, retirement, disqualification or removal.

Additionally, the Board appointed Mr. Guillen as a member of the Compensation Committee and the Sustainability Committee of the Board, effective upon becoming a director.

The Board has determined that Mr. Guillen qualifies as an independent director for service on the Board and the committees to which he was assigned under, among other items, the listing standards of the New York Stock Exchange and the Company’s Corporate Governance Guidelines, as applicable.

Mr. Guillen has no arrangements or understandings with any other person pursuant to which he was selected as a director and is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

In connection with his service on the Board, as a non-employee director, Mr. Guillen will be compensated in accordance with the Company’s compensation policy for non-employee directors of the Board, as described under “Description of Director Compensation” in the Company’s definitive proxy statement for its 2025 Annual Meeting of Stockholders, filed with the Securities and Exchange Commission on April 25, 2025, which description is incorporated by reference herein.

Item 7.01    Regulation FD Disclosure.

On December 17, 2025, the Company issued a press release announcing the appointment of Mr. Guillen as a new director. The press release is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished under this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended or the Exchange Act, except as otherwise expressly stated by specific reference in any such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Ingersoll Rand Welcomes Jerome Guillen to Board of Directors

DAVIDSON, N.C. – December 17, 2025 – Ingersoll Rand Inc. (NYSE:IR), a global provider of mission-critical flow creation and life sciences and industrial solutions, today announced the appointment of Jerome Guillen to its Board of Directors, effective January 1, 2026.

Guillen spent more than two decades in leadership positions in the automotive and transportation industries, most recently as a president at Tesla, Inc. He held functional leadership across engineering, sales, supply chain, and manufacturing, and played a key role in launching the Model S and Semi Truck programs, advancing production efficiency, automation, and sustainable technologies. Prior to Tesla, he held leadership roles at Daimler AG and McKinsey & Company, focusing on product development, innovation, and operations excellence. Currently, Guillen advises several technology organizations on innovative technologies: from an emerging startup on orchestration of models to one of the largest hyperscalers for data centers.

In addition, he serves on the Board of Directors of Vale Base Metals, a global producer of copper and nickel.

“Jerome’s proven track record of driving innovation and operational excellence supports our commitment to delivering sustainable organic growth and industry-leading solutions for our customers,” said Vicente Reynal, chairman and chief executive officer of Ingersoll Rand. “His depth of global experience in leading transformative projects and fostering a culture of innovation will be invaluable as we continue our progress as a growth compounder driven by our unique culture based on employee ownership and our purpose of Making Life Better.”

About Ingersoll Rand Inc.

Ingersoll Rand Inc. (NYSE:IR), driven by an entrepreneurial spirit and ownership mindset, is dedicated to Making Life Better for our employees, customers, shareholders, and planet. Customers lean on us for exceptional performance and durability in mission-critical flow creation and life sciences and industrial solutions. Supported by over 80+ respected brands, our products and services excel in the most complex and harsh conditions. Our employees develop customers for life through their daily commitment to expertise, productivity, and efficiency. For more information, visit IRCO.com.

Forward-Looking Statements

This news release contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, including statements related to the expectations of Ingersoll Rand Inc. (the “Company” or “Ingersoll Rand”), regarding the performance of its business, its financial results, its liquidity and capital resources and other non-historical statements. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “forecast,” “outlook,” “target,” “endeavor,” “seek,” “predict,” “intend,” “strategy,” “plan,” “may,” “could,” “should,” “will,” “would,” “will be,” “on track to,” “will continue,” “will likely result,” “guidance” or the negative thereof or variations thereon or similar terminology generally intended to identify forward-looking statements. All statements other than historical facts are forward-looking statements.

These forward-looking statements are based on Ingersoll Rand’s current expectations and are subject to risks and uncertainties, which may cause actual results to differ materially from these current expectations. Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those indicated or anticipated by such forward-looking statements. The inclusion of such statements should not be regarded as a representation that such plans, estimates, or expectations will be achieved. Important factors that could cause actual results to differ materially from such plans, estimates or expectations include, among others, (1) adverse impact on our operations and financial performance due to geopolitical tensions, natural disaster, catastrophe, cyber events, or other events outside of our control; (2) unexpected costs, charges, or expenses resulting from completed and proposed business combinations; (3) uncertainty of the expected financial performance of the Company; (4) failure to realize the anticipated benefits of completed and proposed business combinations; (5) the ability of the Company to implement its business strategy; (6) difficulties and delays in achieving revenue and cost synergies; (7) inability of the Company to retain and hire key personnel; (8) evolving legal, regulatory, and tax regimes; (9) changes in general economic and/or industry specific conditions; (10) actions by third parties, including government agencies; and (11) other risk factors detailed in Ingersoll Rand’s most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”), as such factors may be updated from time to time in its periodic filings with the SEC, which are available on the SEC’s website at http://www.sec.gov. The foregoing list of important factors is not exclusive.

Any forward-looking statements speak only as of the date of this release. Ingersoll Rand undertakes no obligation to update any forward-looking statements, whether as a result of new information or developments, future events or otherwise, except as required by law. Readers are cautioned not to place undue reliance on any of these forward-looking statements.

www.irco.com

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