Ecolab (NYSE: ECL) EVP gets 3,388 shares, withholds 1,065.986 for taxes

Q: Was the Ecolab (ECL) insider share disposition an open-market sale?

The disposition was not an open-market sale. The 1,065.986 Ecolab shares were withheld at $303.1500 per share to satisfy minimum statutory tax obligations related to vesting performance-based restricted stock units, consistent with Rule 16b-3 treatment.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Ecolab Inc. executive Gregory B. Cook reported equity compensation and related tax withholding transactions. On 2026-02-18, he acquired 3,388 shares of Ecolab common stock as a grant or award at a stated price of $0.00 per share, increasing his directly held stake to 12,458.380 shares immediately after that award.

On the same date, 1,065.986 directly held shares were disposed of at $303.1500 per share to satisfy minimum statutory tax obligations tied to the vesting of performance-based restricted stock units, leaving 11,392.394 directly owned shares. Separately, he holds 3,556.129 units in the Ecolab Stock Fund of the Ecolab Savings Plan as of January 31, 2026, equivalent to approximately 6,519 shares of common stock held indirectly through the plan.

Insider Trade Summary

Net Buyer: 2,322.014 shares

Net Buy 3 txns

Insider Cook Gregory B

Role EVP & PRES - INST GROUP

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	3,388	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	1,065.986	$303.15	$323K
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 11,392.394 shares (Direct); Common Stock — 3,556.129 shares (Indirect, By Ecolab Savings Plan)

Footnotes (2)

F1. Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares of Ecolab Common Stock incident to the vesting of performance-based restricted stock units in accordance with Rule 16b-3.
F2. Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of January 31, 2026. Includes 23.649 UNITS acquired since the reporting person's last report. (The 3,556.129 UNITS are the equivalent of approximately 6,519 SHARES of the issuer's Common Stock.)

FAQ

What insider transactions did Ecolab (ECL) executive Gregory B. Cook report?

Gregory B. Cook reported receiving 3,388 Ecolab common shares as an equity grant and disposing of 1,065.986 shares at $303.1500 each to cover tax obligations from vesting performance-based restricted stock units, all on February 18, 2026.

How many Ecolab (ECL) shares does Gregory B. Cook own after these transactions?

After the reported transactions, Gregory B. Cook directly owns 11,392.394 Ecolab common shares. This reflects the grant of 3,388 shares and the tax-withholding disposition of 1,065.986 shares on February 18, 2026, as disclosed in the Form 4 filing.

What indirect Ecolab (ECL) holdings does Gregory B. Cook report?

Gregory B. Cook reports 3,556.129 units in the Ecolab Stock Fund under the Ecolab Savings Plan as of January 31, 2026. These units are equivalent to approximately 6,519 Ecolab common shares, representing indirect ownership through the company’s 401(k) plan.

What is the significance of the equity grant to Ecolab (ECL) executive Gregory B. Cook?

The grant of 3,388 Ecolab common shares represents additional equity compensation for Gregory B. Cook. Such awards are typically part of long-term incentive programs that align executive interests with shareholders by tying compensation to the company’s stock performance and retention goals.

How does the Form 4 describe the Ecolab (ECL) tax-withholding transaction?

The Form 4 describes the transaction as payment of minimum statutory tax obligations by withholding Ecolab common shares upon vesting of performance-based restricted stock units. It uses transaction code “F,” indicating shares delivered to satisfy tax liabilities rather than a discretionary market sale.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 02/20/2026 - 04:43 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Cook Gregory B

(Last)

(First)

(Middle)

1 ECOLAB PLACE

(Street)

ST. PAUL

55102

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ECOLAB INC. [ ECL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & PRES - INST GROUP

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/18/2026		A		3,388	A	$0	12,458.38	D
Common Stock	02/18/2026		F⁽¹⁾		1,065.986	D	$303.15	11,392.394	D
Common Stock								3,556.129⁽²⁾	I	By Ecolab Savings Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares of Ecolab Common Stock incident to the vesting of performance-based restricted stock units in accordance with Rule 16b-3.

2. Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of January 31, 2026. Includes 23.649 UNITS acquired since the reporting person's last report. (The 3,556.129 UNITS are the equivalent of approximately 6,519 SHARES of the issuer's Common Stock.)

	/s/ Corinne Lawson, as Attorney-in-Fact for Gregory B. Cook	02/20/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR