Ecolab (NYSE: ECL) director exercises 2,300 options and retains shares

Rhea-AI Filing Summary

Ecolab director Michael Larson exercised stock options for 2,300 shares of common stock at an exercise price of $115.075 per share. The company satisfied part of the exercise cost and related tax obligations by delivering or withholding 1,006 shares at $262.885 per share, classified as a tax-withholding disposition under Rule 16b-3. After these transactions, Larson holds 18,842.43 shares of Ecolab common stock directly, reflecting a routine compensation-related option exercise rather than an open-market trade.

Insider Trade Summary

2,300 shares exercised/converted

Mixed 3 txns

Insider LARSON MICHAEL

Role Director

Type	Security	Shares	Price	Value
Exercise	Non-Employee Stock Option (Right to Buy)	2,300	$0.00	--
Exercise	Common Stock	2,300	$115.075	$265K
Tax Withholding	Common Stock	1,006	$262.885	$264K

Holdings After Transaction: Non-Employee Stock Option (Right to Buy) — 0 shares (Direct); Common Stock — 19,848.43 shares (Direct)

Footnotes (1)

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. 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.

Key Figures

Options exercised: 2,300 shares Exercise price: $115.075 per share Tax-withholding shares: 1,006 shares +4 more

7 metrics

Options exercised 2,300 shares Non-Employee Stock Option converted into common stock on March 27, 2026

Exercise price $115.075 per share Strike price of the non-employee stock option originally granted August 5, 2016

Tax-withholding shares 1,006 shares Shares delivered/withheld to cover exercise price or taxes at $262.885 per share

Price for tax withholding $262.885 per share Value used for F-code tax-withholding disposition on March 27, 2026

Shares held after transactions 18,842.43 shares Michael Larson’s direct Ecolab common stock holdings following the Form 4 transactions

Option expiration date May 5, 2026 Expiration date of the exercised non-employee stock option

Option first exercisable August 5, 2016 First vesting date reported for the stock option’s exercisability schedule

Key Terms

Non-Employee Stock Option, Rule 16b-3, tax-withholding disposition, derivative exercise/conversion, +1 more

5 terms

Non-Employee Stock Option financial

"security_title: Non-Employee Stock Option (Right to Buy)"

Rule 16b-3 regulatory

"stock option issued in accordance with Rule 16b-3 by delivering or withholding shares"

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.

tax-withholding disposition financial

"transaction_action: tax-withholding disposition"

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

derivative exercise/conversion financial

"transaction_action: derivative exercise/conversion"

Form 4 regulatory

"INSIDER FILING DATA (Form 4):"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

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^*

LARSON MICHAEL

(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)
03/27/2026

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	03/27/2026		M		2,300	A	$115.075	19,848.43	D
Common Stock	03/27/2026		F(1)		1,006	D	$262.885	18,842.43	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 Stock Option (Right to Buy)	$115.075	03/27/2026		M			2,300	08/05/2016(2)	05/05/2026	Common Stock	2,300	$0	0	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 for Michael Larson	03/30/2026
	** 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) director Michael Larson report in this Form 4?

Michael Larson reported exercising stock options for 2,300 Ecolab common shares and a related tax-withholding share disposition. These transactions are compensation-related and reflect conversion of options into stock, rather than an open-market purchase or sale of existing shares.

How many Ecolab (ECL) shares did Michael Larson acquire through the option exercise?

He exercised options covering 2,300 shares of Ecolab common stock at an exercise price of $115.075 per share. This converted previously granted non-employee stock options into common shares as part of his director compensation program.

Why were 1,006 Ecolab (ECL) shares reported as a tax-withholding disposition?

The 1,006 shares were delivered or withheld to pay the option exercise price or related tax liability at $262.885 per share. This F-code transaction is a tax-withholding mechanism, not an open-market sale reflecting an independent trading decision.

How many Ecolab (ECL) shares does Michael Larson hold after these transactions?

Following the option exercise and tax-withholding disposition, Michael Larson directly holds 18,842.43 shares of Ecolab common stock. This figure reflects his post-transaction ownership position reported in the Form 4 filing data.

What is the significance of the Rule 16b-3 reference in Michael Larson’s Ecolab filing?

The filing notes the option was issued under Rule 16b-3, which governs certain insider compensation plans. This indicates the exercise and related share withholding occurred within an approved equity compensation framework, rather than as discretionary market trading activity.