Trane Technologies plc
For the period ended Jun 30, 2025. Filed Jul 30, 2025.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2025 · Filed Jul 30, 2025
What changed in Risk Factors?
Read the current filingPrevious report: 10-Q
Period ended 2025-03-31; filed 2025-04-30.
0001466258-25-000122
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsCurrent report: 10-Q
Period ended 2025-06-30; filed 2025-07-30.
0001628280-25-036632
Item 1A. Risk FactorsUnregistered Sales of Equity Securities and Use of ProceedsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 7 previous paragraphs and 11 current paragraphs.
3 unchanged; 4 reworded; 4 added; 0 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 1 previous and 1 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (4)
Current report
The statutes of limitation relating to tax review of our Reverse Morris Trust transaction have expired. As a result, the three risk factors listed below in our Annual Report on Form 10-K for the period ended December 31, 2024, under the heading "Risks Related to our Reverse Morris Trust Transaction" in Item 1A. "Risk Factors," are no longer material risks to the Company:
Current report
•If the Distribution as part of our Reverse Morris Trust Transaction is determined to be taxable for Irish tax purposes, significant Irish tax liabilities may arise for the Spin-off Shareholders.
Current report
•If the Distribution together with certain related transactions do not qualify as tax-free under Section 355 and 368(a) of the Internal Revenue Code, including as a result of subsequent acquisitions of stock of the Company or Ingersoll Rand, then the Company and the Spin-off Shareholders may be required to pay substantial U.S. federal income taxes, and Ingersoll Rand may be obligated to indemnify the Company for such taxes imposed on the Company.
Current report
•If the merger does not qualify as a tax-free reorganization under Section 368(a) of the Code, the Spin-off Shareholders may be required to pay substantial U.S. federal income taxes.
Reworded paragraphs (4)
Previous wording
There have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the period ended December 31, 2024. For further discussion of our risk factors, refer to Item 1A. "Risk Factors" contained in our Annual Report on Form 10-K for the period ended December 31, 2024.
Current wording
Except as described above, there have been no material changes to our risk factors contained in our Annual Report on Form 10-K for the period ended December 31, 2024. For further discussion of our risk factors, refer to Item 1A. "Risk Factors" contained in our Annual Report on Form 10-K for the period ended December 31, 2024.
Previous wording
The following table provides information with respect to purchases of our ordinary shares during the first quarter of 2025:
Current wording
The following table provides information with respect to purchases of our ordinary shares during the second quarter of 2025:
Previous wording
(a) Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 under the Exchange Act. In February 2022, our Board of Directors authorized the repurchase of up to $3.0 billion of our ordinary shares (2022 Authorization) and in December 2024, our Board of Directors authorized the repurchase of up to an additional $5.0 billion of our ordinary shares (2024 Authorization) upon the completion of the 2022 Authorization. During the three months ended March 31, 2025, we repurchased approximately $477 million of our ordinary shares, consistent with our capital allocation strategy, leaving $0.8 billion remaining under the 2022 Authorization and $5.0 billion remaining under the 2024 Authorization.
Current wording
(a) Share repurchases are made from time to time in accordance with management's capital allocation strategy, subject to market conditions and regulatory requirements. Repurchases occur in the open market or through one or more other public or private transactions pursuant to plans complying with Rules 10b5-1 under the Exchange Act. In February 2022, our Board of Directors authorized the repurchase of up to $3.0 billion of our ordinary shares (2022 Authorization) and in December 2024, our Board of Directors authorized the repurchase of up to an additional $5.0 billion of our ordinary shares (2024 Authorization) upon the completion of the 2022 Authorization. During the three months ended June 30, 2025, we repurchased approximately $402.0 million of our ordinary shares, consistent with our capital allocation strategy, leaving $0.4 billion remaining under the 2022 Authorization and $5.0 billion remaining under the 2024 Authorization.
Previous wording
(b) We may also reacquire shares outside of the repurchase program from time to time in connection with the surrender of shares to cover taxes on vesting of share-based awards. We reacquired 2,677 shares in January, 30,685 shares in February, and 62,938 shares in March in transactions outside of the repurchase programs.
Current wording
(b) We may also reacquire shares outside of the repurchase program from time to time in connection with the surrender of shares to cover taxes on vesting of share-based awards. We reacquired 1,445 shares in April, 156 shares in May, and 2,601 shares in June in transactions outside of the repurchase programs.