Every material Form 8-K Ingersoll Rand has filed with the SEC since August 23, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ingersoll Rand's board approved an amended employment agreement with Chairman and CEO Vicente Reynal that extends his initial term to February 29, 2032, raises his base salary from $1.1 million to $1.2 million, and adds a performance-based equity award. The filing also reports that Senior Vice President Michael Weatherred retired effective immediately, and that Scott Watson and Shaun Carlson were promoted to group president roles. For shareholders, the new CEO award vests only if Adjusted EPS grows at a compound annual rate of at least 8% to 10% over five years.
Reynal's base salary rises from $1.1 million to $1.2 million; target bonus stays at 150% of base salary
Expected grant on November 23, 2026 of 226,098 performance stock units, valued at about $17.1 million, vesting on Adjusted EPS CAGR of 8% (50%) to 10% (100%) over 2027-2031
Michael Weatherred retired effective immediately after notice on October 27, 2026, and will serve in an advisory role through May 2028
Scott Watson and Shaun Carlson named senior vice presidents and group presidents, both internal promotions reporting to Reynal
Ingersoll Rand reported third-quarter 2026 financial results with reported revenues of $2.065 billion and net income attributable to the company of $670 million. The company also updated its full-year 2026 guidance, expecting revenue growth of 5.5% to 7.0%.
Reported orders of $2,345 million, up 21% year over year.
Reported revenues of $2,065 million, up 6% year over year.
Adjusted net income attributable to Ingersoll Rand Inc. of $415 million, or $1.07 per share.
The Board authorized a $2 billion increase to the share repurchase program.
Ingersoll Rand reported second-quarter 2026 revenue of $2,049 million, up 9%, and GAAP net income attributable to the company of $257 million, or $0.66 per share, compared with a loss of $115 million a year earlier. The company also updated its full-year 2026 guidance, which calls for adjusted EPS of $3.45 to $3.57, with the company expecting to finish near the high end of that range.
Q2 2026 adjusted EPS of $0.86, up 7% from $0.80 a year earlier; adjusted EBITDA of $520 million, up 2%
Q2 GAAP net income attributable to Ingersoll Rand of $257 million ($0.66 per share) versus a $115 million loss in Q2 2025, which included goodwill and intangible impairments
Full-year 2026 guidance: revenue growth of 4.5% to 6.5%, adjusted EBITDA of $2,130 million to $2,190 million, and adjusted EPS of $3.45 to $3.57
Q2 share repurchases of $240 million and $110 million deployed to M&A, including the Fox s.r.l. acquisition
At its June 11, 2026 annual meeting, Ingersoll Rand stockholders approved the 2026 Omnibus Incentive Plan, which took effect on approval, and elected all 10 director nominees to terms expiring at the 2027 annual meeting. Stockholders also ratified Deloitte & Touche LLP as auditor for fiscal 2026 and approved executive compensation on a non-binding basis. The filing contains no financial results, and the votes ran in favor of each proposal.
Plan approval: 353,964,877 votes for and 6,254,223 against, with 299,541 abstentions
Shareholders approved executive compensation on a non-binding basis: 350,614,090 for and 9,557,163 against
Deloitte & Touche LLP ratified as independent registered public accounting firm for fiscal 2026 with 363,304,149 votes for
About 95.3% of the 391,332,297 shares entitled to vote, as of an April 16, 2026 record date, were present in person or by proxy
Ingersoll Rand reported first-quarter 2026 revenue of $1,847 million, up 8%, and net income attributable to the company of $192 million, or $0.49 per share, compared with $0.46 a year earlier. Adjusted EPS rose 7% to $0.77, but adjusted EBITDA margin fell to 25.4% from 26.8%, and free cash flow dropped to $163 million from $223 million. The company kept its full-year 2026 guidance unchanged.
Revenue of $1,847 million, up 8%; reported orders of $1,978 million, up 5%
Net income attributable to Ingersoll Rand of $192 million, $0.49 per share, versus $0.46 a year earlier
Adjusted EBITDA of $469 million, up 2%, with margin of 25.4% versus 26.8% in the prior year period
Full-year 2026 guidance maintained: revenue growth of 2.5% to 4.5% and adjusted EPS of $3.45 to $3.57
Ingersoll Rand reported fourth-quarter 2025 revenue of $2.09 billion, up 10%, and GAAP net income attributable to the company of $266 million, or $0.67 per share, compared with $229.8 million, or $0.57 per share, a year earlier. For full-year 2025, GAAP net income fell to $581 million, or $1.45 per share, from $838.6 million, or $2.06 per share, mainly due to a $229.7 million goodwill impairment and a $127.1 million loss on equity method investments. The company also issued 2026 guidance calling for revenue growth of 2.5% to 4.5% and adjusted EBITDA of $2,130 million to $2,190 million.
Q4 2025 adjusted EPS was $0.96, up 14%; full-year 2025 adjusted EPS was $3.34, up 2%.
Full-year 2025 operating cash flow was $1,356 million and free cash flow was $1,220 million.
2026 guidance: adjusted EPS of $3.45 to $3.57, with revenue growth of 2.5% to 4.5%.
The company returned $1,050 million to shareholders through buybacks and dividends in 2025.
Ingersoll Rand increased its board to ten directors and appointed Jerome Guillen, former president at Tesla, as an independent director effective January 1, 2026. He will also sit on the Compensation and Sustainability Committees, and his pay will follow the company's standard non-employee director policy.
Jerome Guillen appointed director effective January 1, 2026; board expanded to ten directors
Guillen joins the Compensation Committee and Sustainability Committee upon becoming a director
Board determined Guillen is independent under NYSE listing standards
Guillen previously held leadership roles at Tesla, Daimler AG and McKinsey & Company
Ingersoll Rand reported third-quarter 2025 revenue of $1,955.0 million, up 5% from a year earlier, and GAAP net income attributable to the company of $244.1 million, or $0.61 per diluted share, versus $0.54 a year earlier. It also revised its full-year 2025 guidance, now calling for adjusted EBITDA of $2,060 million to $2,090 million and adjusted EPS of $3.25 to $3.31, but the filing does not state the prior guidance for comparison.
Q3 revenue $1,955.0 million, up 5%; organic revenue declined 1.3%, with acquisitions adding 4.7 points
Adjusted EPS $0.86 versus $0.84 a year earlier; adjusted EBITDA $544.6 million with a 27.9% margin, down from 28.6%
Full-year 2025 guidance: total revenue growth of 4% to 6%, adjusted EBITDA $2,060 million to $2,090 million, adjusted EPS $3.25 to $3.31
Returned $201 million to shareholders in Q3, including $193 million in share repurchases; conference call set for October 31, 2025 at 8:00 a.m. Eastern
Ingersoll Rand reported second quarter 2025 revenue of $1,888 million, up 5%, and raised its full-year 2025 revenue, Adjusted EBITDA and Adjusted EPS guidance. The company also reported a net loss attributable to Ingersoll Rand of $115 million, or $0.29 per share, driven by $265.8 million of non-cash impairments that it says do not affect adjusted earnings. For shareholders, the higher guidance is offset by the reported loss and by Adjusted EPS of $0.80, down from $0.83 a year earlier.
Revenue of $1,888 million, up 5%; orders of $1,940 million, up 8%
Reported net loss attributable to Ingersoll Rand of $115 million, or $0.29 per share, including $265.8 million of goodwill and intangible asset impairments
Adjusted EPS of $0.80 versus $0.83 a year earlier; Adjusted EBITDA of $509 million, up 3%
2025 guidance raised: Adjusted EBITDA of $2,100 million to $2,160 million and Adjusted EPS of $3.34 to $3.46
Ingersoll Rand's board expanded to nine directors and appointed Aurobind Satpathy, a senior partner at McKinsey & Company, as a director effective July 15, 2025. He also joined the Nominating and Corporate Governance and Sustainability committees, and the board determined he is independent.
Satpathy's term runs until the 2026 Annual Meeting of Stockholders.
He will receive prorated non-employee director compensation, including an RSU award to be granted August 6, 2025.
The board reset its size to nine directors on July 14, 2025.
Ingersoll Rand said its board expanded the role of Senior Vice President Michael Weatherred on June 12, 2025, to include leading the Precision & Science Technologies (PST) segment, with a new title of Senior Vice President PST Segment, Demand Generation and Execution. The Compensation Committee also set new pay for Weatherred and approved an additional equity award for General Counsel Andrew Schiesl, with equity grants set for August 6, 2025.
Weatherred's annual base salary rate set at $600,000, effective June 16, 2025, with a revised annual cash payout opportunity of 85% under the Management Incentive Plan.
Weatherred's equity grants total $300,000: $75,000 in restricted stock units, $75,000 in stock options and $150,000 in performance stock units.
Schiesl received an additional $450,000 in equity awards: $112,500 in restricted stock units, $112,500 in stock options and $225,000 in performance stock units.
Grant date is August 6, 2025; the PSU performance period runs from January 1, 2025 to December 31, 2027.
Ingersoll Rand reported first quarter 2025 revenue of $1,716.8 million, up 2.8%, and orders of $1.88 billion, up 10%. Diluted GAAP EPS fell to $0.46 from $0.50, and adjusted EPS was $0.72 versus $0.78, while the company lowered its full-year 2025 adjusted EBITDA range to $2,070 million to $2,130 million and its adjusted EPS range to $3.28 to $3.40, and raised its share repurchase authorization by $1 billion.
Q1 2025 revenue was $1,716.8 million, up 2.8%; adjusted EBITDA was $459.7 million, flat, with a margin of 26.8%, down 70 basis points.
Net income attributable to Ingersoll Rand was $186.5 million, or $0.46 per diluted share, versus $0.50 a year earlier.
Full-year 2025 adjusted EBITDA guidance was cut to $2,070 million to $2,130 million from $2,130 million to $2,190 million; adjusted EPS guidance was cut to $3.28 to $3.40 from $3.38 to $3.50.
The board authorized a $1 billion increase to the share repurchase program, and the company is targeting up to $750 million of repurchases over the remainder of 2025.
Ingersoll Rand named Michelle Swanenburg, currently head of Human Resources at T. Rowe Price, to its Board of Directors effective April 3, 2025. The board determined she is independent and appointed her to the Compensation and Sustainability committees.
Swanenburg joins the Board effective April 3, 2025, serving until the 2025 Annual Meeting of Stockholders
Board appointed her to the Compensation Committee and Sustainability Committee
As a non-employee director, she receives a prorated $61,875 annual retainer and RSUs valued at $144,375, with the share count set on the May 5, 2025 closing price
The filing discloses no financial results or guidance
Ingersoll Rand Inc. disclosed that board member Julie A. Schertell has resigned from its Board of Directors and from two board committees, effective March 27, 2025. The company states the resignation did not result from any disagreement with the company, management, or other directors, and the filing does not name a replacement.
Julie A. Schertell resigned from the Board of Directors effective March 27, 2025.
She also stepped down from the Nominating and Corporate Governance Committee and the Sustainability Committee.
The company says the resignation was not due to any disagreement with the company, management, or the board.
Ingersoll Rand reported fourth-quarter and full-year 2024 results, with full-year revenue of $7,235 million, up 5%, and full-year adjusted EPS of $3.29, up 11%. The company also gave 2025 guidance calling for revenue growth of 3% to 5% and adjusted EPS of $3.38 to $3.50, which would help shareholders gauge expected growth from the 2024 base.
Q4 2024 revenue was $1,899 million, up 4%, and reported net income attributable to the company was $230 million, or $0.57 per share.
Q4 2024 adjusted EPS was $0.84, compared with $0.86 in the fourth quarter of 2023.
Full-year 2024 adjusted EPS was $3.29, up 11%, and reported EPS was $2.06.
2025 guidance: revenue growth of 3% to 5%, adjusted EBITDA of $2,130 million to $2,190 million, and adjusted EPS of $3.38 to $3.50.
Ingersoll Rand reported third-quarter 2024 revenue of $1,861 million, up 7%, and adjusted diluted EPS of $0.84, up from $0.77 a year earlier. The company lowered its full-year 2024 revenue growth guidance to 5% to 7% from 6% to 8% and narrowed its adjusted EBITDA range, so stronger quarterly profit comes alongside a weaker sales outlook for shareholders.
Q3 revenue of $1,861 million, up 7%, but organic revenue declined 2.4%; acquisitions added 8.9 points
Adjusted diluted EPS of $0.84 vs. $0.77 a year earlier; GAAP diluted EPS of $0.54 vs. $0.51
Full-year revenue growth guidance cut to 5% to 7% from 6% to 8%; adjusted EBITDA guidance narrowed to $2,010 million to $2,040 million from $2,010 million to $2,060 million
Net debt to adjusted EBITDA rose to 1.7x, up 0.8x, driven mainly by the ILC Dover acquisition; $71 million returned to shareholders in Q3
On August 20, 2024, Ingersoll Rand's Compensation Committee granted supplemental equity awards to CFO Vikram Kini and Michael Weatherred, following a mid-year review of named executive officer pay with an independent consultant. The Committee said the grants aim to keep total compensation market competitive and to align executives with long-term value creation, and it expects to factor these awards into future annual grants.
Mr. Kini received 3,591 restricted stock units and 8,694 stock options.
Mr. Weatherred received 3,867 restricted stock units and 9,363 stock options.
Awards vest in four equal annual installments beginning August 20, 2025, with options priced at $90.50, the closing stock price on August 20, 2024.
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