Ecolab (NYSE: ECL) director awarded 732 stock options vesting over one year

Rhea-AI Filing Summary

Ecolab Inc. director Marion K. Gross reported a new grant of non-employee director stock options. She received options for 732 shares of common stock at an exercise price of $247.70 per share, expiring on May 15, 2036.

The options begin vesting on August 15, 2026, with 25% of the shares vesting at the end of each of the first three three-month periods after grant and the remainder vesting on the earlier of the end of the fourth three-month period or the company’s next annual meeting. The filing also shows she directly holds 466.0100 shares of common stock after the reported transactions.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Gross Marion K.

Role null

Type	Security	Shares	Price	Value
Grant/Award	Non-Employee Director Stock Option (Right to Buy)	732	$0.00	--
holding	Common Stock	--	--	--

Holdings After Transaction: Non-Employee Director Stock Option (Right to Buy) — 732 shares (Direct, null); Common Stock — 466.01 shares (Direct, null)

Footnotes (1)

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Key Figures

Option grant size: 732 shares Option exercise price: $247.70 per share Option expiration date: May 15, 2036 +3 more

6 metrics

Option grant size 732 shares Non-Employee Director Stock Option grant

Option exercise price $247.70 per share Strike price for director stock options

Option expiration date May 15, 2036 Non-Employee Director Stock Option term

Initial exercisable date August 15, 2026 First vesting date for option grant

Common shares held 466.0100 shares Direct common stock ownership after transactions

Vesting cadence 25% each three-month period First three three-month periods following grant

Key Terms

Non-Employee Director Stock Option, Change in Control, Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan

3 terms

Non-Employee Director Stock Option financial

"Non-Employee Director Stock Option (Right to Buy)"

Change in Control financial

"if a Change in Control of the Company will occur, then the option will become immediately exercisable"

A "change in control" occurs when the ownership or management of a company shifts significantly, such as through a merger, acquisition, or sale of a large part of its assets. This change can impact how the company is run and may influence its future direction. For investors, it matters because it can affect the company's stability, strategy, and value, often signaling potential changes in investment risk or opportunity.

Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan financial

"as that term is defined in the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan"

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^*

Gross Marion K.

(Last) (First) (Middle)

C/O ECOLAB INC.

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/15/2026

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								466.01	D

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 Director Stock Option (Right to Buy)	$247.7	05/15/2026		A		732		08/15/2026(1)	05/15/2036	Common Stock	732	$0	732	D

Explanation of Responses:

1. The option will become 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 earlier of the last day of the fourth three-month period following its date of grant or the company's next annual meeting date; provided, however, that if a Change in Control of the Company (as that term is defined in the Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan) will occur, then the option will become immediately exercisable in full. The date listed in the Date Exercisable column represents the first vesting date.

	/s/ Corinne Lawson, as Attorney-in-Fact for Marion K. Gross	05/19/2026
	** 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 insider transaction did Ecolab (ECL) director Marion K. Gross report?

Marion K. Gross reported a grant of stock options. She received non-employee director options for 732 shares of Ecolab common stock at a $247.70 exercise price, expiring May 15, 2036, as part of her director compensation.

How many Ecolab (ECL) shares are covered by the new director stock options?

The new grant covers 732 underlying shares. These options give the director the right to buy 732 shares of Ecolab common stock at a fixed $247.70 per-share exercise price if and when the options are exercised before expiration.

When do Marion K. Gross’s Ecolab (ECL) stock options start vesting?

The options begin vesting on August 15, 2026. Twenty-five percent of the option shares vest at the end of each of the first three three-month periods after grant, with the remaining shares vesting later under the plan’s schedule.

What is the vesting schedule for the Ecolab (ECL) director stock options?

The options vest in four installments over roughly a year. They vest 25% at the end of each of the first, second, and third three-month periods after grant, and the remaining shares vest on the earlier of the end of the fourth period or the next annual meeting.

Do the Ecolab (ECL) director stock options accelerate on a change in control?

Yes, the options accelerate on a qualifying Change in Control. The footnote states that if a Change in Control, as defined in the company’s 2001 non-employee director plan, occurs, the option becomes immediately exercisable in full.

How many Ecolab (ECL) common shares does Marion K. Gross hold after this Form 4?

The filing shows direct ownership of 466.0100 common shares. This figure reflects her reported direct holdings after the transactions disclosed in the Form 4, separate from the newly granted stock options.