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): April 15, 2020

Ingersoll Rand Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-38095	46-2393770
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

800-A Beaty Street

Davidson, North Carolina, 28036

(704) 655-4000

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

including area code)

Gardner Denver Holdings, Inc.

222 East Erie Street, Suite 500

Milwaukee, Wisconsin 53202

(414) 212-4700

(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 (see General Instruction A.2. below):

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, Par Value $0.01 Per Share	IR	New York Stock Exchange

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).

Emerging Growth Company ☐

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 7.01 REGULATION FD DISCLOSURE

On February 29, 2020, Gardner Denver Holdings, Inc. completed the merger (the “Merger”) with Ingersoll-Rand plc’s Industrial segment (the “Ingersoll Rand Industrial Segment”). The newly combined company, named Ingersoll Rand Inc. (“Ingersoll Rand” or the “Company”), began trading Monday, March 2, on the New York Stock Exchange under the symbol “IR”.

The Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2020 will be its first periodic report to reflect the Merger. To assist investors in assessing the Company’s historical performance on a basis that includes the combined results of operations of both Gardner Denver Holdings, Inc. and the Ingersoll Rand Industrial Segment, the Company has furnished herewith as Exhibit 99.1 and incorporated by reference herein, unaudited supplemental historical financial information on both a GAAP and non-GAAP adjusted basis, of the newly combined Company for the periods reflected therein.

The information contained in Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished by Ingersoll Rand and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit No. Description

99.1 Unaudited Pro Forma Financial Information of Ingersoll Rand Inc.

SIGNATURE

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.

	INGERSOLL RAND INC.
	By:	/s/ Andrew Schiesl
		Andrew Schiesl
		Senior Vice President, General Counsel, Chief Compliance Officer, and Secretary
Date: April 15, 2020