Keene Kathleen M. 4

What Happened
Kathleen M. Keene, Senior Vice President and Chief Human Resources Officer at Ingersoll Rand (IR), had 5,518 performance-based restricted stock units (RSUs vest) on February 6, 2026. The RSUs were settled one-for-one into 5,518 shares (aggregate value ≈ $543,523 at $98.50/share). To satisfy tax withholding, 1,640 shares were surrendered (disposed) at $98.50 each, representing tax withholding of $161,540; Keene received a net of 3,878 shares (≈ $381,983).

Key Details

• Transaction date: February 6, 2026 (reported on Form 4 filed Feb 10, 2026). Filing appears timely.
• Award vesting: 5,518 RSUs vested and settled into 5,518 shares (code A – award/acquisition).
• Tax withholding: 1,640 shares withheld to cover taxes (code F – tax withholding/disposition) at $98.50/share = $161,540.
• Net shares received: 3,878 shares after withholding.
• Footnotes: RSUs were granted Feb 23, 2023 with performance-based vesting; on Feb 6, 2026 performance threshold certified, units deemed earned and settled one-for-one. Withheld shares represent taxes due on vesting.
• Shares owned after transaction: not disclosed in the provided filing excerpt.

Context
This was a vesting/settlement of performance RSUs, not an open-market buy or sale. The tax-related disposition (F) is routine: companies commonly withhold shares to satisfy tax obligations when equity awards vest. Such awards reflect compensation realization rather than a directional buy/sell signal by the insider.