Hepding Elizabeth Meloy 4

What Happened

• Elizabeth Meloy Hepding, Senior Vice President, Corporate Development at Ingersoll Rand (IR), had 5,058 performance-based restricted stock units (RSUs certified as earned) vest on February 6, 2026. The RSUs settled one-for-one into 5,058 shares (reported as an award/acquisition at $0.00).
• To cover taxes on the vesting, 1,509 shares were withheld (disposed) at $98.50 per share, totaling approximately $148,637. This withholding is a tax-payment disposition, not an open-market sale.

Key Details

• Transaction dates and prices: Vesting/award on 2026-02-06 (A) — 5,058 shares @ $0.00; Tax withholding on 2026-02-06 (F) — 1,509 shares @ $98.50 = $148,637.
• Shares owned after transaction: Not disclosed in the filing.
• Notable footnotes: The RSUs were granted on Feb 23, 2023 with performance-based vesting; on Feb 6, 2026 they were certified as meeting the performance threshold and immediately vested and settled one-for-one into shares (Footnote F1). Shares withheld represent tax withholding to cover tax liability on the vested RSUs (Footnote F2).
• Filing timeliness: Reported on 2026-02-10 for a 2026-02-06 event; this filing appears to have been made within the required Form 4 window (not marked late).

Context

• This was a routine equity compensation vesting event (award settled into shares) with a tax-withholding disposition; it does not indicate an open-market sale or a purchase for investment. Such events are common when performance-based RSUs meet vesting criteria.