Ecolab (ECL) director exercises 3,300 options; 1,451 shares withheld

Ecolab (ECL) director David W. MacLennan reported insider transactions on 11/12/2025.

Rhea-AI Filing Summary

Ecolab (ECL) director David W. MacLennan reported insider transactions on 11/12/2025. He exercised a non-employee stock option for 3,300 shares at $115.075 per share (Code M), then satisfied obligations by disposing/withholding 1,451 shares at $262.025 (Code F).

Following these transactions, directly held common stock stood at 22,285.08 shares. Indirect holdings include 3,500 shares by the Kathleen F. MacLennan Revocable Trust and 709 shares by sibling’s trusts.

Insider Trade Summary

3,300 shares exercised/converted

Exercise 5 txns

Insider MacLennan David

Role Director

Type	Security	Shares	Price	Value
Exercise	Non-Employee Stock Option (Right to Buy)	3,300	$0.00	$0.00
Exercise	Common Stock	3,300	$115.075	$380K
Exercise Price or Tax Liability	Common Stock	1,451	$262.025	$380K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Employee Stock Option (Right to Buy) — 3,300 contracts (Direct); Common Stock — 22,285.08 shares (Direct); Common Stock — 3,500 shares (Indirect, By Kathleen F. MacLennan Revocable Trust u/a dated 11/07/2002); Common Stock — 709 shares (Indirect, By sibling's trusts)

Footnotes (2)

1. F1. Reflects the reporting person's payment of the exercise price for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.
2. F2. The option became exercisable, on a cumulative basis, as to 25% of the option shares (excluding any fractional portion less than one share), on the last day of each of the first, second and third three-month periods following its date of grant and as to the remaining shares on the last day of the fourth three-month period following its date of grant. The date listed in the Date Exercisable column represents the first vesting date.

FAQ

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What did Ecolab (ECL) disclose in this Form 4?

A director exercised an option for 3,300 shares at $115.075 and disposed/withheld 1,451 shares at $262.025 on 11/12/2025.

How many ECL shares does the reporting person hold directly after the transaction?

Direct common stock holdings were 22,285.08 shares after the reported transactions.

What indirect ECL holdings are reported?

Indirect holdings include 3,500 shares by the Kathleen F. MacLennan Revocable Trust and 709 shares by sibling’s trusts.

What do the Form 4 transaction codes mean (M and F) for ECL?

Code M indicates an option exercise; Code F indicates share withholding/disposition to satisfy obligations.

What option terms are disclosed in the ECL filing?

A non-employee stock option covering 3,300 shares at $115.075 is shown; the grant began vesting on 08/05/2016 with expiration on 05/05/2026.

Who is the reporting person in this ECL Form 4?

Director David W. MacLennan, filing individually.

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Accepted by SEC EDGAR 11/13/2025 - 04:44 PM Learn about SEC filing dates

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^*

MacLennan David

(Last) (First) (Middle)

C/O ECOLAB INC.

1 ECOLAB PLACE

(Street)

ST. PAUL MN 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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2025

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	11/12/2025		M		3,300	A	$115.075	23,736.08	D
Common Stock	11/12/2025		F(1)		1,451	D	$262.025	22,285.08	D
Common Stock								3,500	I	By Kathleen F. MacLennan Revocable Trust u/a dated 11/07/2002
Common Stock								709	I	By sibling's trusts

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
Non-Employee Stock Option (Right to Buy)	$115.075	11/12/2025		M			3,300	08/05/2016(2)	05/05/2026	Common Stock	3,300	$0	3,300	D

Explanation of Responses:

1. Reflects the reporting person's payment of the exercise price for a stock option issued in accordance with Rule 16b-3 by delivering or withholding shares of Ecolab common stock.

2. The option became exercisable, on a cumulative basis, as to 25% of the option shares (excluding any fractional portion less than one share), on the last day of each of the first, second and third three-month periods following its date of grant and as to the remaining shares on the last day of the fourth three-month period following its date of grant. The date listed in the Date Exercisable column represents the first vesting date.

	/s/ Corinne Lawson, as Attorney-in-Fact of David W. MacLennan	11/13/2025
	** 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.
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