IRIngersoll Rand

Non-U.S. operations and United States export sales could be adversely affected as a result of: political or economic instability in certain countries; differences in foreign laws, including increased difficulties in protecting intellectual property and uncertainty in enforcement of contract rights; credit risks; currency fluctuations, in particular, changes in currency exchange rates between the U.S. dollar, Euro, British Pound and the Chinese Renminbi; exchange controls; changes in and uncertainties with respect to tariffs and import/export trade restrictions (including changes in United States trade policy toward other countries, such as the imposition of tariffs and the resulting consequences), restrictions, as well as other changes in political policy in the United States, China, the U.K. and certain European countries (including the impacts of the U.K.’s withdrawal from the European Union); royalty and tax increases; nationalization of private enterprises, especially in China where we have material operations, supply chain dependencies and hold material cash balances; civil unrest and protests, strikes, acts of terrorism, war or other armed conflict (including the Russia-Ukraine war and the Israel-Hamas conflict); shipping products during times of crisis or war; and other factors inherent in foreign operations.

Although we make a significant effort to avoid infringing known proprietary rights of third parties, the steps we take to prevent misappropriation, infringement or other violation of the intellectual property of others may not be successful and from time to time we may receive notice that a third party believes that our products may be infringing certain patents, tradenames or other proprietary rights of such third party.

In the past, we have experienced disruptions to our supply deliveries for raw materials and component parts due to reasons related to the pandemic and other recent economic conditions and may experience further supply disruptions.

In addition, new laws and regulations, stricter enforcement of existing laws and regulations, the discovery of previously unknown contamination or the imposition of new cleanup requirements could require us to incur costs or become the basis for new or increased liabilities that could have a material adverse effect on our business, financial condition, results of operations or liquidity.

In addition, For example, AI algorithms may be flawed or may be based on biased or insufficient datasets, and any disruption or failure in the AI functionality we incorporate into our business activities, products or services could adversely impact our business or result in delays or errors in our offerings.

Compliance with new or changing laws, regulations or industry standards relating to AI or failure to implement robust governance frameworks to address ethical considerations, such as fairness, transparency, and bias, may impose significant costs and may limit our ability to develop, deploy or use AI technologies.

Significant negative industry or economic trends, disruptions to our business, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of our assets, changes in the structure of our business, divestitures, market capitalization declines, or increases in associated discount rates can impair our goodwill and other intangible assets.

Conversely, any failure to successfully develop and deploy AI in our business activities, products and services could adversely affect our competitiveness (particularly competitiveness, particularly if our competitors successfully deploy AI in their businesses, products and services), AI, and the development and deployment of AI will require additional investment and increase our costs.

If any of these systems fail, whether caused by fire, other natural disaster, power or telecommunications failure, acts of cyber terrorism, war, ransomware ransomware, misuse or malicious use of artificial intelligence (“AI”) or otherwise, or they do not function correctly, we could suffer financial loss, business disruption, liability to our customers, regulatory intervention or damage to our reputation.

The development, adoption, adoption and use of AI technologies are still in their early stages stages, and ineffective or inadequate AI development development, deployment or deployment governance practices could result in unintended consequences.

We have exposure to the risks associated with instability in the global economy economy, financial markets and financial our end markets, which may negatively impact our revenues, liquidity, suppliers and customers.

As of December 31, 2024, 2025, we had total indebtedness of $4,757.5 $4,784.7 million, and we had availability of $2,600 million under each of the New Revolving Credit Facility and Commercial Paper Program.

The increase decrease in Segment Adjusted EBITDA was primarily due to higher pricing lower organic gross profit of $125.3 $49.7 million or 7.9%, favorable cost productivity 2.8% and product mix of $72.9 million or 4.6%, and acquisitions of $53.6 million or 3.4%, partially offset by lower organic sales volumes of $71.0 million or 4.5%, higher selling and administrative expenses of $9.2 $31.1 million or 0.6%, 1.8%, partially offset by acquisitions of $54.6 million or 3.1%, and the unfavorable favorable impact of foreign currencies of $5.6 $20.3 million or 0.4%. 1.2%.

Year Ended December 31, (In millions, except percentages) 2025 2024 2023 Consolidated Statements of Operations Revenues $ 7,650.9 $ 7,235.0 $ 6,876.1 Cost of sales 4,314.6 4,065.0 3,993.9 Gross Profit 3,336.3 3,170.0 2,882.2 Selling and administrative expenses 1,439.3 1,344.4 1,272.7 Amortization of intangible assets 387.5 373.0 367.5 Impairment of goodwill 229.7 — Impairment of other intangible assets 43.7 13.9 — Other operating expense, net 91.5 138.6 77.7 Operating Income 1,144.6 1,300.1 1,164.3 Interest expense 253.9 213.2 156.7 Loss on extinguishment of debt — 3.0 13.5 Other income, net (44.6) (48.9) (37.0) Income Before Income Taxes 935.3 1,132.8 1,031.1 Provision for income taxes 219.4 262.5 240.0 Loss on equity method investments (127.1) (24.0) (6.0) Net Income 588.8 846.3 785.1 Less:

Net income attributable to noncontrolling interests 7.4 7.7 6.4 Net Income Attributable to Ingersoll Rand Inc. $ 581.4 $ 838.6 $ 778.7 Percentage of Revenues Gross Profit 43.6 % 43.8 % 41.9 % Selling and administrative expenses 18.8 % 18.6 % 18.5 % Operating Income 15.0 % 18.0 % 16.9 % Net Income 7.7 % 11.7 % 11.4 % Adjusted EBITDA(1) 27.4 % 27.9 % 26.0 % Other Financial Data Adjusted EBITDA(1) $ 2,093.8 $ 2,018.1 $ 1,786.8 Adjusted net income(1) 1,348.1 1,349.3 1,215.8 Cash flows - operating activities 1,355.7 1,396.7 1,377.4 Cash flows - investing activities (660.6) (3,107.7) (1,060.5) Cash flows - financing activities (1,053.8) 1,707.5 (337.5) Free cash flow(1) 1,220.1 1,247.6 1,272.0

The increase in Segment Revenues was primarily due to acquisitions of $253.4 $147.0 million or 4.5% and higher pricing of $125.3 million or 2.2%, partially offset by lower organic sales volumes of $169.7 million or 3.0% and 10.4%, the unfavorable favorable impact of foreign currencies of $23.7 $23.2 million or 0.4%. 1.6%, and higher organic revenues of $7.4 million or 0.5%.

Interest expense 253.9 213.2 156.7 Provision for income taxes 219.4 262.5 240.0 Depreciation expense(a) 113.8 105.0 87.9 Amortization expense(b) 387.5 373.0 367.5 Impairment of goodwill and other intangible assets 273.4 13.9 — Restructuring and related business transformation costs(c) 51.7 32.3 22.9 Acquisition and other transaction related expenses and non-cash charges(d) 26.0 59.8 63.9 Stock-based compensation 53.0 58.8 51.9 Foreign currency transaction losses, net 18.6 3.2 5.1 Loss on equity method investments 127.1 24.0 6.0 Loss on extinguishment of debt — 3.0 13.5 Adjustments to LIFO inventories 17.8 6.7 12.0 Cybersecurity incident costs(e) (1.3) 0.5 2.3 Loss on asbestos sale — 58.8 — Interest income on cash and cash equivalents (30.0) (43.3) (28.8) Other adjustments(f) (5.9) 0.4 0.8 Adjusted EBITDA $ 2,093.8 $ 2,018.1 $ 1,786.8 Minus:

The increase in Segment Revenues was primarily due to acquisitions of $253.4 $272.9 million or 4.5% 4.7% and higher pricing the favorable impact of $125.3 foreign currencies of $68.8 million or 2.2%, 1.2%, partially offset by lower organic sales volumes revenues of $169.7 $103.4 million or 3.0% and the unfavorable impact of foreign currencies of $23.7 million or 0.4%. 1.8%.

The increase decrease was primarily due to the loss on asbestos sale of $58.8 million in the 2024 period and higher restructuring charges of $11.3 million, partially offset by lower acquisition and other transaction related expenses of $5.1 $25.1 million, partially offset by higher restructuring charges of $20.2 million and lower higher foreign currency transaction losses, net of $1.9 $15.4 million.

The increase was primarily attributable to amortization of intangible assets recognized for acquisitions completed in throughout 2024 and 2025 and amortization related to certain tradenames that were determined to no longer have indefinite lives during the second half of 2023 and in 2024, period, partially offset by certain intangible assets becoming fully amortized during the period.

Cash used in financing activities of $337.5 $1,053.8 million in 2023 2025 is primarily due to purchases of treasury stock of $263.0 $1,018.0 million, cash dividends on common stock of $32.4 million, net repayments of long-term debt of $27.6 million, payments of debt issuance costs of $18.5 $31.8 million, and payments of deferred and contingent acquisition consideration of $17.5 $8.0 million, partially offset by proceeds from stock option exercises of $30.3 $15.3 million.

The increase in revenues was primarily due to acquisitions of $471.2 $419.9 million and higher pricing the favorable impact of $153.3 foreign currencies of $92.0 million, partially offset by lower organic volumes revenues of $241.9 million and unfavorable impact of foreign currencies of $23.7 $96.0 million.

The increase decrease in gross profit as a percentage of revenues is primarily due to increased price unfavorable cost leverage on lower organic volumes and input tariff related pricing targeted to offset tariff cost productivity improvements. increases one for one.

Our products are sold under a collection of premier, market-leading brands, including Ingersoll Rand, Gardner Denver, Nash, CompAir, Thomas, Milton Roy, Seepex, Elmo Rietschle, ARO, Robuschi, ILC Dover, Emco Wheaton and Runtech Systems, which we believe are globally recognized in their respective end-markets and known for product quality, reliability, efficiency and superior customer service.