Ecolab (ECL) Co-COO Cook reports RSU vesting and tax-withholding share disposition

Rhea-AI Filing Summary

Ecolab Inc. Co-COO Gregory B. Cook reported routine equity compensation activity involving restricted stock units and related tax withholding. On May 4, 2026, 8,396 restricted stock units vested and converted into an equal number of shares of common stock on a one-for-one basis. To cover minimum statutory tax obligations from this vesting, 3,828.576 shares of Ecolab common stock were withheld, treated as a tax-withholding disposition under Rule 16b-3. Following these transactions, Cook directly held 16,240.818 shares of common stock. Indirectly, he held 3,614.855 units in the Ecolab Stock Fund of the Ecolab Savings Plan, which the filing states are equivalent to approximately 6,635 shares of common stock.

Insights

Equity compensation analyst

Cook’s Form 4 shows RSU vesting with tax withholding and no open‑market trading.

The filing shows 8,396 restricted stock units granted in May 2022 fully vesting on May 4, 2026 and converting into the same number of Ecolab common shares. This is a standard equity compensation event rather than a discretionary market purchase.

To satisfy minimum statutory tax obligations from the vesting, 3,828.576 shares were withheld, coded as an F transaction. This is not an open‑market sale and does not reflect a change in Cook’s view of the stock. After these changes, he directly holds 16,240.818 shares and maintains additional indirect exposure through 3,614.855 units in the Ecolab Savings Plan.

Insider Trade Summary

8,396 shares exercised/converted

Mixed 4 txns

Insider Cook Gregory B

Role Co-COO - Global Businesses

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Units	8,396	$0.00	--
Exercise	Common Stock	8,396	$0.00	--
Tax Withholding	Common Stock	3,828.576	$257.925	$987K
holding	Common Stock	--	--	--

Holdings After Transaction: Restricted Stock Units — 0 shares (Direct, null); Common Stock — 20,069.394 shares (Direct, null); Common Stock — 3,614.855 shares (Indirect, By Ecolab Savings Plan)

Footnotes (1)

1. On May 4, 2022, the reporting person was granted 8,396 restricted stock units, vesting as to 100% of the units on the fourth anniversary of the date of grant. Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares of Ecolab Common Stock incident to the vesting of restricted stock units in accordance with Rule 16b-3. Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2026. Includes 58.726 UNITS acquired since the reporting person's last report. (The 3,614.855 UNITS are the equivalent of approximately 6,635 shares of the issuer's Common Stock.) Restricted stock units convert into common stock on a one-for-one basis.

Key Figures

RSUs vested: 8,396 units Shares withheld for tax: 3,828.576 shares Direct shares after transaction: 16,240.818 shares +3 more

6 metrics

RSUs vested 8,396 units Restricted stock units vested and converted one-for-one on May 4, 2026

Shares withheld for tax 3,828.576 shares F-coded disposition to cover minimum statutory tax obligations

Direct shares after transaction 16,240.818 shares Cook’s direct Ecolab common stock holdings following reported transactions

Savings Plan units 3,614.855 units Units in Ecolab Stock Fund as of April 30, 2026

Savings Plan share equivalent ≈6,635 shares Approximate common stock equivalent of 3,614.855 units per filing footnote

Tax-withholding price $257.9250 per share Price per share used in the F-coded tax-withholding transaction

Key Terms

restricted stock units, minimum statutory tax obligations, Ecolab Savings Plan (401(k) Plan), Rule 16b-3, +1 more

5 terms

restricted stock units financial

"On May 4, 2022, the reporting person was granted 8,396 restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

minimum statutory tax obligations financial

"Reflects the reporting person's payment of minimum statutory tax obligations by withholding shares"

Ecolab Savings Plan (401(k) Plan) financial

"Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan)"

Rule 16b-3 regulatory

"incident to the vesting of restricted stock units in accordance with Rule 16b-3"

Rule 16b-3 is a Securities and Exchange Commission regulation that exempts certain routine, pre-approved transactions by company insiders from automatic liability for short-term trading profits. It acts like a safe harbor: if an insider follows a formal plan or the board approves specific transactions in advance, profits from buying and selling company stock within six months are not automatically reclaimed. Investors care because the rule clarifies when insider trades are permissible and reduces uncertainty about potential clawbacks.

derivative exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

Form 4 Insider Transactions: What Each Field Means →

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 MINNESOTA 55102

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	Co-COO - Global Businesses

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/04/2026

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

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

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

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	05/04/2026		M		8,396	A	(1)	20,069.394	D
Common Stock	05/04/2026		F(2)		3,828.576	D	$257.925	16,240.818	D
Common Stock								3,614.855(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(4)	05/04/2026		M			8,396	05/04/2026(1)	05/04/2026(1)	Common Stock	8,396	$0	0	D

Explanation of Responses:

1. On May 4, 2022, the reporting person was granted 8,396 restricted stock units, vesting as to 100% of the units on the fourth anniversary of the date of grant.

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

3. Number of UNITS in the Ecolab Stock Fund of the Ecolab Savings Plan (401(k) Plan) as of April 30, 2026. Includes 58.726 UNITS acquired since the reporting person's last report. (The 3,614.855 UNITS are the equivalent of approximately 6,635 shares of the issuer's Common Stock.)

4. Restricted stock units convert into common stock on a one-for-one basis.

	/s/ Corinne Lawson, as Attorney-in-Fact for Gregory B. Cook	05/06/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Ecolab (ECL) executive Gregory B. Cook report in this Form 4?

Gregory B. Cook reported the vesting of 8,396 restricted stock units that converted into common stock and a related tax-withholding share disposition. These transactions are compensation-related, with no open-market buying or selling, and update his direct and indirect ownership positions in Ecolab shares.

How many Ecolab restricted stock units vested for Gregory B. Cook?

8,396 restricted stock units vested for Gregory B. Cook on May 4, 2026. The filing notes these RSUs were originally granted on May 4, 2022 and converted into common stock on a one-for-one basis upon vesting, increasing his direct share ownership before tax withholding.

Why were 3,828.576 Ecolab shares disposed of in Gregory B. Cook’s filing?

3,828.576 shares were withheld to pay minimum statutory tax obligations tied to the RSU vesting. The transaction is coded F, meaning payment of tax liability by delivering securities, and occurred under Rule 16b-3, rather than as an open-market sale of Ecolab stock.

What are Gregory B. Cook’s direct Ecolab share holdings after these transactions?

After the reported transactions, Gregory B. Cook directly holds 16,240.818 shares of Ecolab common stock. This figure reflects the impact of the RSU conversion and the tax-withholding disposition and represents his updated direct ownership position as disclosed in the Form 4 filing.

What indirect Ecolab holdings does Gregory B. Cook report in the Savings Plan?

Cook reports 3,614.855 units in the Ecolab Stock Fund of the Ecolab Savings Plan as of April 30, 2026. The filing states these units are equivalent to approximately 6,635 shares of Ecolab common stock, representing an indirect ownership interest held through the company’s 401(k) plan.

Do these Ecolab (ECL) Form 4 transactions indicate open-market trading by Gregory B. Cook?

No, the transactions relate to RSU vesting and tax withholding, not open-market trades. One entry reflects derivative exercise of restricted stock units, and another reflects an F-coded tax-withholding disposition. The filing does not report any open-market purchases or sales of Ecolab shares.