ECL Form 4: Director Exercises Options and Sells Shares at ~$283

Rhea-AI Filing Summary

Ecolab director Suzanne M. Vautrinot reported option exercise, share sale and share withholding transactions. On 08/14/2025 she exercised a non-employee stock option to acquire 2,300 shares at an exercise price of $115.075 per share; the option had a first vesting date of 08/05/2016 and expires 05/05/2026. The exercise was satisfied by delivering or withholding shares per Rule 16b-3, reflected as a disposition of 946 shares at $279.65. On 08/19/2025 she sold 1,354 shares at a weighted average price of $283.162, reducing her direct beneficial ownership to 11,199.2 shares. The Form 4 is signed by an attorney-in-fact on 08/19/2025.

Insights

Financial Analyst

TL;DR: Routine option exercise with partial share withholding and a subsequent sale; no material change to control.

The filing documents a standard exercise of a previously granted non-employee stock option and routine post-exercise share management. The director exercised 2,300 option shares at $115.075 while immediately surrendering/withholding 946 shares to cover the exercise price and taxes, then sold 1,354 shares at a weighted average of $283.162. Following these transactions the reporting person holds 11,199.2 shares directly. These transactions are typical for option exercises and do not indicate a change in corporate control or a large shift in insider ownership percentage.

Corporate Governance Expert

TL;DR: Transactions comply with Rule 16 reporting and Rule 16b-3 mechanics; disclosure appears complete and timely.

The Form 4 lists exercise, share withholding and an open-market sale consistent with Rule 16b-3 practices for satisfying option exercise obligations. The filing includes the exercise price, sale prices (weighted average disclosed for the sale), vesting and expiration dates, and an explanation that shares were delivered or withheld to pay the exercise price. The form is executed by an attorney-in-fact, with signature dated 08/19/2025, satisfying Form 4 execution requirements. No enforcement, governance or noncompliance issues are evident from the disclosed transactions alone.

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

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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^*

Vautrinot Suzanne M

(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)
08/14/2025

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	08/14/2025		M		2,300	A	$115.075	13,499.2	D
Common Stock	08/14/2025		F(1)		946	D	$279.65	12,553.2	D
Common Stock	08/19/2025		S		1,354	D	$283.162(2)	11,199.2	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	08/14/2025		M			2,300	08/05/2016(3)	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. This transaction was executed in multiple trades at prices ranging from $283.146 to $283.165, inclusive. The price reported above reflects the weighted average sale price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. 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 Suzanne M. Vautrinot	08/19/2025
	** 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.
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.

FAQ

What transactions did Suzanne M. Vautrinot report on the Form 4 for ECL?

The Form 4 reports an exercise of 2,300 option shares on 08/14/2025, withholding/disposition of 946 shares to cover the exercise, and an open-market sale of 1,354 shares on 08/19/2025.

At what price were the option shares exercised and sold (ECL)?

The option exercise price was $115.075 per share; the withheld shares are reported at $279.65 and the sale on 08/19/2025 had a weighted average price of $283.162.

How many Ecolab shares does the reporting person own after these transactions?

Following the reported transactions, the reporting person beneficially owned 11,199.2 shares of Ecolab common stock, held directly.

When does the exercised option expire and when was it first exercisable?

The option underlying the exercise has an expiration date of 05/05/2026 and the first vesting/exercisable date listed is 08/05/2016.

Who signed the Form 4 and when was it filed?

The Form 4 was signed by Corinne Lawson as Attorney-in-Fact for Suzanne M. Vautrinot on 08/19/2025, as indicated in the filing.