Ecolab (ECL) 10-K risk factor changes: FY2025 vs FY2024

We may also refer to this disclosure to identify factors that may cause results to differ materially from those expressed in other forward-looking [removed: statements] [added: statements,] including those made in oral presentations, [removed: including] [added: such as] telephone conferences and/or webcasts open to the public.

The occurrence of any of the following [removed: risks or] [added: risks,] additional risks and uncertainties not presently known to us, or [added: risks] that we currently believe to be immaterial, could materially and adversely affect our business, [added: reputation,] financial condition, prospects, or results of operations.

Additionally, macroeconomic and geopolitical developments, including public health crises, escalating global conflicts, supply chain disruptions, labor market constraints, rising rates of inflation and high interest [removed: rates] [added: rates,] may amplify many of the risks discussed below to which we are subject.

The extent of the impact of macroeconomic and geopolitical [removed: developments, including public health crises,] [added: developments] on our financial and operating performance depends significantly on the duration and severity of such macroeconomic and geopolitical developments, the actions taken to contain or mitigate its impact and any changes in consumer behaviors as a result thereof.

Over the past year, [added: changes in] global [removed: interest rates aimed at curbing inflation,] [added: trade policies, including the imposition of tariffs, import and export restrictions, and retaliatory trade actions,] as well as implications of geopolitical situations in Europe, the Middle [removed: East and] [added: East,] China, [added: and Russia,] have resulted in economic and demand uncertainty.

Economic downturns, and in particular downturns in our larger [removed: markets] [added: markets,] including the foodservice, hospitality, travel, health care, food processing, refining, pulp and paper, mining and steel industries, can adversely impact our customers, and we may find it difficult to restore margins by maintaining pricing due to easing inflation from slowing economic growth.

We conduct business in more than 170 countries and, in [removed: 2024,] [added: 2025,] approximately 47% of our net sales [removed: originated] [added: were generated from customers] outside the United States.

While we have continually matured our security program and capabilities and have had no material incidents to date, cyber threats continue to [removed: evolve] [added: evolve, such as with the use of artificial intelligence, resulting in sophisticated new attack methods that are increasingly automated, targeted,] and [added: difficult to defend against, and] there can be no assurance that our efforts will prevent cybersecurity attacks or breaches in our systems or in the systems of strategic vendors, including cloud providers, that could cause reputational damage, business disruption or legal and regulatory costs; could result in third-party claims; could result in compromise or misappropriation of our intellectual property, trade secrets or sensitive information; or could otherwise materially adversely affect our business, including our business strategy, results of operations, or financial condition.

There may [added: also] be other related challenges and risks as we complete implementation of our ERP system [removed: upgrade.][added: upgrade, and businesses which we have acquired, or may in the future acquire, may have information technology system vulnerabilities which could increase our risk of cybersecurity attacks.]

AI technology is complex and rapidly [removed: evolving,] [added: evolving] and may subject us to significant competitive, legal, regulatory, operational and other risks, including the following:

| | ● | _Operational and Technical Risks_: AI technologies are complex and rapidly evolving. Flaws in AI algorithms, training methodologies, or datasets may lead to unintended consequences, such as operational disruptions, erroneous decision-making, or data loss. These issues could impair the effectiveness of our AI systems and result in significant operational challenges. Additionally, software we purchase or lease from third-party vendors could become inoperable (via [added: an] attack from a bad actor, network failure, code error, etc.), such that it adversely impacts Ecolab’s ability to deliver products or services to its customers, resulting in financial losses, legal liabilities, and [removed: damages] [added: damage] to our reputation. |

This program is discussed along with other restructuring activities under Note [removed: 3] [added: 3, “Special (Gains) and Charges,”] of [added: the Notes of] this Form 10-K.

In particular, the U.S. Gulf Coast is a region with significant refining, petrochemicals and chemicals operations which provide us raw materials, as well as being an important customer base for our [removed: Water] [added: Light & Heavy] operating segment.

If our sustainability practices do not meet [added: the rapidly evolving, varied and often times conflicting] investor or other stakeholder expectations and standards, [removed: which continue to evolve,] our reputation, our ability to attract or retain employees, and our attractiveness as an investment, business partner, or as an acquiror could be negatively impacted.

[added: Similarly, our failure or perceived failure to pursue or fulfill our commitments, goals, targets, and objectives, to] comply with ethical, environmental, or other standards, regulations, or expectations, or to satisfy reporting standards with respect to these matters, within the timelines we announce, or at all, could have operational, reputational, financial and legal impacts.

We continue to monitor [removed: these] [added: Pillar Two] legislative developments, [removed: which] [added: which,] based on information available, have not had material impacts [removed: to] [added: on] the [removed: 2024] [added: 2025] financial statements.

As of December 31, [removed: 2024,] [added: 2025,] we had approximately [removed: $7.6] [added: $8.2] billion in outstanding indebtedness, with approximately $1.5 billion in the form of floating rate debt.

| | ● | exposing us to interest rate risk since a portion of our debt obligations are at variable rates. For example, a one percentage point increase in the average interest rate on our floating rate debt at December 31, [removed: 2024] [added: 2025] would increase future interest expense by approximately $15 million per year; and |

We incur significant expenses related to the amortization of intangible assets and may be required to report losses resulting from the impairment of goodwill or other assets recorded in connection with the [removed: Nalco and] [added: Nalco,] Purolite [added: and Ovivo Electronics] transactions and other acquisitions.

As of December 31, [removed: 2024,] [added: 2025,] we had goodwill of [removed: $7.9] [added: $9.2] billion which is maintained in various reporting units, including goodwill from the [removed: Nalco and] [added: Nalco,] Purolite [added: and Ovivo Electronics] transactions.

If we determine that any of the assets or goodwill recorded in connection with the [removed: Nalco] [added: Nalco, Purolite,] and [removed: Purolite] [added: Ovivo Electronics] transactions or any other prior or future acquisitions or joint venture transactions have become impaired, we will be required to record a loss resulting from the impairment.

The disclosures in this section reflect our beliefs and opinions as to factors that could materially and adversely affect us in the future.

References to past events are provided by way of example only and are not intended to be a complete listing or a representation as to whether or not such factors have occurred in the past.

| | ● | changes in international trade policies, including the imposition of tariffs and other trade restrictions; |

During 2025, new tariffs were imposed in the U.S. for imports from a broad range of countries and materials.

Several countries also implemented or proposed retaliatory tariffs on imports from the U.S., as well as other barriers to trade.

Ongoing changes in U.S. trade policy through administrative action or litigation create a heightened level of uncertainty for our business.

Additionally, it may take considerable time for us to investigate and evaluate the full impact of cyber-attacks, particularly for sophisticated attacks, which may inhibit our ability to provide prompt, full, and reliable information about cybersecurity incidents to our customers, regulators, and the public.

Although we maintain insurance, our insurance coverage may not be sufficient in type or amount to prevent or recover losses resulting from cybersecurity attacks.

Our operations may present a safety risk to our employees and others.

Notwithstanding our emphasis on safety and the precautions we take related to health and safety, we may be unable to avoid safety incidents relating to our operations that result in injuries or deaths of our employees, contractors or others.

Certain safety incidents may result in legal or regulatory action that could result in increased expenses or reputational damage.

We maintain workers' compensation and other insurances to address the risk of incurring material liabilities for injuries or deaths, but there can be no assurance that the insurance coverage will be adequate or will continue to be available on terms acceptable to us, or at all, which could result in material liabilities to us for any injuries or deaths.

Changes to federal, state, and local employee health and safety regulations, and legislative, regulatory, or societal responses to safety incidents may result in heightened regulations or public scrutiny that may increase our compliance costs or result in reputational damage.

The enactment of the One Big Beautiful Bill Act (“OBBBA”) in the U.S. introduced changes to U.S. international tax provisions.

These changes may interact with Pillar Two in complex ways.

Statements by the Group of Seven Nations (“G7”) suggest a potential “side-by-side” framework that could exempt certain U.S. parented groups from all or certain aspects of Pillar Two rules but the final outcome remains uncertain.

The evolving nature of these reforms may impact our tax profile, increase compliance costs, and create additional risks of double taxation or inconsistent treatment across jurisdictions.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027.

An estimate of the financial impact has been included in operating results as of December 31, 2025.

While we expect certain provisions of OBBBA to change the timing of U.S. cash taxes related to the current and future periods, OBBBA did not have a material impact to the Company’s income tax expense.

​

| | ● | tariffs and trade barriers; |

In 2018, the U.S. imposed tariffs on certain imports from China and other countries, resulting in retaliatory tariffs by China and other countries.

In February 2025, the U.S. proposed a 25% additional tariff on imports from Canada and Mexico and a 10% additional tariff on imports from China.

Similarly, our failure or perceived failure to pursue or fulfill our commitments, goals, targets, and objectives, to

We provide quantitative [added: or qualitative] information about the material sales drivers including the impact of changes in volume and pricing and the effect of acquisitions and changes in foreign currency at the corporate and reportable segment level.

Our non-GAAP financial measures for organic sales, organic operating income and organic operating income margin are at fixed currency and [removed: exclude] [added: exclude: (i)] the impact of special (gains) and [removed: charges,] [added: charges where applicable, (ii)] the [added: impact of the Ovivo Electronics acquisition, (iii) the] results of our acquired businesses from the first twelve months post acquisition and [added: (iv)] the results of divested businesses from the twelve months prior to divestiture.

[removed: Transitionary period sales] [added: In addition, as part] of [removed: product] [added: the separation of ChampionX in 2020, we continue] to [added: provide certain products to] ChampionX [removed: under this agreement] [added: which] are recorded in product and equipment sales in the [removed: Corporate] [added: Global Water] segment along with the related cost of sales.

[removed: The remaining sales to] [added: In addition, as part of the separation of] ChampionX [added: in 2020, we continue to provide certain products to ChampionX, which] are recorded in product and equipment sales in the Global [removed: Industrial] [added: Water] segment along with the related cost of sales.

Further, due to the sale of the global surgical solutions business on August 1, 2024, we have excluded the results of [removed: the] [added: that] business for [removed: August] [added: January] through [removed: December 2023] [added: July 2024] from these organic measures for the year ended December 31, [removed: 2023] [added: 2024] to remain comparable to the corresponding period in [removed: 2024.][added: 2025.]

After these changes, [removed: we have eight] [added: the Company has seven] operating segments.

In [removed: 2024,] [added: 2025,] we delivered record sales, operating income margin, [removed: free cash flow, and] adjusted diluted earnings per [removed: share.][added: share, and free cash flows.]

Our team generated [removed: high single digit] [added: strong organic] sales growth in [removed: Institutional & Specialty and] [added: Global] Pest Elimination [removed: while Industrial] and [removed: Healthcare and] [added: Global] Life [removed: Sciences generated] [added: Sciences, and] good [added: organic] sales [removed: growth.][added: growth in Global Institutional & Specialty and Global Water.]

[removed: Operating] [added: Excluding the impacts of special (gains) and charges 2024 adjusted operating] income [removed: grew by strong double digits,] [added: increased 23%] as strong value pricing, lower delivered product costs, and higher volumes [removed: overcame] [added: were partially offset by] investments in the business.

Reported sales increased [removed: 3%] [added: 2%] to [removed: $15.7] [added: $16.1] billion in [removed: 2024] [added: 2025] from [removed: $15.3] [added: $15.7] billion in [removed: 2023.][added: 2024.]

When measured in fixed rates of foreign currency exchange, fixed currency sales increased [removed: 3%] [added: 2%] compared to the prior year.

Organic sales increased [removed: 4%] [added: 3%] compared to the prior year.

Our reported gross margin was [removed: 43.5%] [added: 44.5%] of sales for [removed: 2024,] [added: 2025,] compared to our [removed: 2023] [added: 2024] reported gross margin of [removed: 40.2%.][added: 43.5%.]

Excluding the impact of special (gains) and [removed: charges included in cost of sales,] [added: charges,] our adjusted gross margin was 43.5% [removed: in 2024] and 40.4% [removed: in 2023.][added: for 2024 and 2023, respectively.]

[removed: Our gross profit] [added: The] increase [added: primarily] reflected strong value pricing and lower delivered product costs.

Reported operating income [removed: increased 41%] [added: decreased 2%] to [removed: $2.8] [added: $2.7] billion in [removed: 2024,] [added: 2025,] compared to [removed: $2.0] [added: $2.8] billion in [removed: 2023.][added: 2024.]

[removed: Adjusted] [added: Organic] operating [removed: income, excluding the impact of special (gains) and charges] [added: income margin] increased [removed: 23%] in 2024 [added: compared to 2023,] as [removed: strong value pricing,] [added: the positive impacts of] lower delivered product costs, [added: strong value pricing,] and higher volumes were partially offset by [added: the negative impacts of] investments in [removed: the] business.

Organic operating income increased [removed: 26%] [added: 13%] in [removed: 2024.][added: 2025.]

Earnings [removed: from Continuing Operations] Attributable to Ecolab Per Common Share (“EPS”)

[added: |] Reported [added: GAAP] diluted EPS [removed: increased 54% to] [added: | ​ | ​ | $7.28 | ​ | ​ | ​ |] $7.37 [removed: in 2024 compared to] [added: | ​ | ​ |] $4.79 [removed: in 2023.][added: | ​ | (1) | % | ​ | 54 | % |]

Special (gains) and charges in [added: 2025 were primarily related to One Ecolab, while in] 2024 [added: they] were driven primarily by the gain on sale of the global surgical solutions business and restructuring [removed: expense and 2023 were driven primarily by restructuring] expense.

Adjusted diluted EPS, which excludes the impact of special (gains) and [removed: charges and] [added: charges,] discrete tax items [added: and the Ovivo Electronics acquisition] increased [removed: 28%] [added: 13%] to [removed: $6.65] [added: $7.53] in [removed: 2024] [added: 2025] compared to [removed: $5.21] [added: $6.65] in [removed: 2023] [added: 2024] which reflected [removed: solid] [added: good] organic sales [removed: growth, lower delivered product costs] [added: growth] and [removed: continued investments in the business.][added: robust operating income margin expansion.]

Cash flow from operating activities was [removed: $2.8] [added: $3.0] billion in [removed: 2024] [added: 2025,] compared to [removed: $2.4] [added: $2.8] billion in [removed: 2023.][added: 2024.]

Dividends declared per common share in [removed: 2024 was $2.36] [added: 2025 were $2.68] per share.

In December [removed: 2024] [added: 2025] we increased our quarterly cash dividend by [removed: 14%] [added: 12%] to [removed: $0.65] [added: $0.73] per share, representing our [removed: 33rd] [added: 34th] consecutive annual dividend rate increase.

We have paid cash dividends on our common shares for [removed: 88] [added: 89] consecutive years.

Our significant accounting policies are disclosed in Note [removed: 2] [added: 2, “Significant Accounting Policies,”] of the Notes to the Consolidated Financial Statements (“Notes”).

For additional information on [removed: revenue recognition,] [added: income taxes] refer to Note [removed: 17.][added: 12, “Income Taxes,” of the Notes.]

The significant assumptions used in developing the required estimates are the discount rates, expected returns on [removed: assets,] [added: assets and] projected salary and health care cost [removed: increases and mortality tables.][added: increases.]

| ● | The discount rate assumptions for our U.S. plans are assessed using a yield curve constructed from a subset of bonds yielding greater than the median return from a population of non-callable, corporate bonds that have an average rating of AA when averaging available Moody’s Investor Services, Standard & Poor’s and Fitch ratings. The discount rates are calculated by matching each plans’ projected cash flows to the bond yield curve. For [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] we measured service and interest costs by applying the specific spot rates along that yield curve to the plans’ liability cash flows. We believe this approach provides a more precise measurement of service and interest costs by aligning the timing of the plans’ liability cash flows to the corresponding spot rates on the yield curve. In determining our U.S. pension obligations and U.S. postretirement health care obligation for [removed: 2024,] [added: 2025,] our weighted-average discount rate [removed: increased] [added: decreased] to [removed: 5.58%] [added: 5.28%] from [removed: 4.95%] [added: 5.58%] at year-end [removed: 2023.] [added: 2024.] |

| ● | The expected rate of return on plan assets reflects asset allocations, investment strategies and views of investment advisors, and represents our expected long-term return on plan assets. Our weighted-average expected returns on U.S. plan assets used in determining the U.S. pension and U.S. postretirement health care expenses was [added: 8.25% for 2025,] 8.00% for 2024, [removed: 7.75% for 2023] and [removed: 7.00%] [added: 7.75%] for [removed: 2022.] [added: 2023.] |

| ● | Projected salary is based on our long-term actual experience, the near-term outlook and assumed inflation. Our weighted-average projected salary increase used in determining the U.S. pension expenses was 3.60% for [removed: 2024] [added: 2025, 3.60% for 2024,] and 4.03% for [removed: 2023 and 2022.] [added: 2023.] |

| ● | For postretirement benefit measurement purposes as of December 31, [removed: 2024,] [added: 2025,] the annual rates of increase in the per capita cost of covered health care were assumed to be [removed: 8.59%] [added: 8.15%] for pre-65 costs. Post-65 costs are no longer used. The rates are assumed to decrease each year until they reach 4.5% in 2035 and remain at those levels thereafter. |

The unrecognized net losses on our U.S. qualified and non-qualified pension plans [removed: increased] [added: decreased] to [removed: $526] [added: $486] million as of December 31, [removed: 2024,] [added: 2025,] from [removed: $495] [added: $526] million as of December 31, [removed: 2023] [added: 2024] (both before tax), primarily due to [removed: lower] [added: higher] actual return on [removed: assets partially offset by current year net actuarial gains.][added: assets.]

The effect of a decrease in the discount rate or in the expected return on assets assumption as of December 31, [removed: 2024,] [added: 2025,] on the December 31, [removed: 2024] [added: 2025] defined benefit obligation and [removed: 2025] [added: 2026] expense is shown below, assuming no changes in benefit levels.

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | [removed: 2025] [added: 2026] | | |

| Discount rate | [added: ​ ​ ​] | [removed: \-.25] [added: 0.25] pts | ​ | ​ | [removed: $33.5] [added: $33.1] | ​ | ​ | ​ | $2.5 | ​ |

| Expected return on assets | | [removed: \-.25] [added: 0.25] pts | ​ | ​ | N/A | ​ | ​ | ​ | [removed: 4.6] [added: \-] | ​ |

| Discount rate | [added: ​ ​ ​] | [removed: \-.25] [added: 0.25] pts | [added: ​] | ​ | [removed: $2.0] [added: $1.9] | ​ | [added: ​] | ​ | $- | ​ |

| Expected return on assets | | [removed: \-.25] [added: 0.25] pts | ​ | [added: ​] | N/A | ​ | ​ | ​ | [removed: \-] [added: 4.4] | ​ |

Ovivo Electronics Acquisition

On December 16, 2025, we acquired Ovivo’s electronics business (“Ovivo Electronics”) for total consideration of $1.6 billion in cash.

Ovivo Electronics is a leading and fast-growing global provider of breakthrough ultrapure water technologies for semiconductor manufacturing.

Ovivo Electronics is reported within our Light & Heavy operating segment.

Acquisition and integration charges are recorded within special (gains) and charges.

The remaining impacts of the Ovivo Electronics acquisition, including operating results, acquisition-related amortization and interest expense related to the transaction, have also been excluded from adjusted results.

Organic operating income grew by double digits, as strong value pricing and improved productivity were partially offset by investments in the business.

Our gross margin increase reflected strong value pricing.

Adjusted operating income, excluding the impact of special (gains) and charges and the Ovivo Electronics acquisition increased 11% in 2025 as strong value pricing and improved productivity were partially offset by investments in the business.

Reported diluted EPS decreased 1% to $7.28 in 2025, compared to $7.37 in 2024.

Estimates are considered to be critical if they involve a significant level of estimation uncertainty and have had or are reasonably likely to have a material impact on our financial condition or results of operations.

| ​ | ​ | Assumption | ​ | Recorded | | | ​ | 2026 | | |

| Impact of Ovivo Electronics on net sales | ​ | ​ | (3.7) | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Non-GAAP adjusted net sales | ​ | ​ | 16,077.5 | ​ | ​ | ​ | 15,741.4 | ​ | ​ | ​ | 15,320.2 | ​ | ​ | 2 | % | ​ | 3 | % |

| Impact of Ovivo Electronics on COS | ​ | 3.5 | ​ | ​ | ​ | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ |

In February 2026, we expanded the One Ecolab initiative and anticipate total restructuring costs of $334 million ($261 million after tax) or $0.91 per diluted share and special charges of $91 million ($71 million after tax) or $0.25 per diluted share by the end of 2027.

One Ecolab has delivered $119 million of cumulative cost savings.

Subsequent to the completion of the Combined Program, we finalized the sale of a facility, resulting in a gain of $12.0 million ($9.2 million after tax), or $(0.03) per diluted share in the second quarter of 2025.

During 2025, we recorded charges of $3.0 million ($2.3 million after tax) or $0.01 per diluted share, which are primarily related to professional fees to support the sale.

| Impact of Ovivo Electronics on operating income | ​ | ​ | 0.5 | ​ | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

Other (income) expense was flat when comparing 2025 against 2024.

| Impact of Ovivo Electronics on interest expense | ​ | ​ | 3.6 | ​ | ​ | | \- | ​ | ​ | | \- |

| Non-GAAP adjusted interest expense, net | ​ | ​ | $237.5 | ​ | ​ | ​ | $282.5 | ​ | ​ | ​ | $296.7 |

Adjusted for the Ovivo Electronics acquisition, the decrease in net interest expense when comparing 2025 against 2024 reflects the impact from lower interest rates and a higher cash balance.

| Ovivo Electronics tax impacts | ​ | \- | ​ | ​ | \- | ​ | ​ | \- | ​ |

Discrete items include tax benefits of $21.5 million associated with recognition of deferred tax attributes and $16.8 million related to share-based compensation excess tax benefits.

| Impact of Ovivo Electronics on net income | ​ | ​ | 3.1 | ​ | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ |

| Impact of Ovivo Electronics on diluted EPS | ​ | ​ | 0.01 | ​ | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | ​ | ​ | ​ | ​ |

Per share amounts do not necessarily sum due to rounding.

| Global Water | ​ | ​ | $7,679.9 | ​ | ​ ​ ​ | ​ | $7,483.4 | ​ ​ ​ | ​ | $7,284.1 | ​ | 3 | % | ​ | 3 | % |

| Global Institutional & Specialty | | ​ | 5,962.0 | ​ | ​ | | 5,979.4 | ​ | | 5,779.4 | | 0 | ​ | ​ | 3 | ​ |

| Global Pest Elimination | ​ | ​ | 1,219.2 | ​ | ​ | ​ | 1,140.1 | ​ | ​ | 1,044.3 | ​ | 7 | ​ | ​ | 9 | ​ |

| Global Life Sciences | | ​ | 706.1 | ​ | ​ | | 670.5 | ​ | | 650.8 | | 5 | ​ | ​ | 3 | ​ |

| Corporate | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | 42.4 | ​ | * | ​ | ​ | * | ​ |

| Subtotal at fixed currency | | ​ | 15,567.2 | ​ | ​ | | 15,273.4 | ​ | | 14,801.0 | | 2 | ​ | ​ | 3 | ​ |

| (millions) | ​ ​ ​ | 2025 | | | ​ ​ ​ | 2024 | | ​ ​ ​ | 2023 | | ​ ​ ​ | 2025 | | ​ | 2024 | |

| Global Water | ​ | ​ | $1,263.9 | ​ | ​ ​ ​ | ​ | $1,207.2 | ​ ​ ​ | ​ | $1,042.1 | ​ | 5 | % | ​ | 16 | % |

| Global Institutional & Specialty | | ​ | 1,357.8 | ​ | ​ | | 1,202.2 | ​ | | 856.5 | | 13 | ​ | ​ | 40 | ​ |

| Global Pest Elimination | ​ | ​ | 237.1 | ​ | ​ | ​ | 209.7 | ​ | ​ | 200.9 | ​ | 13 | ​ | ​ | 4 | ​ |

| Global Life Sciences | | ​ | 120.7 | ​ | ​ | | 91.8 | ​ | | 118.9 | | 31 | ​ | ​ | (23) | ​ |

As part of the separation of ChampionX in 2020, we entered into an agreement with ChampionX to provide, receive or transfer certain products for a transitionary period.

Effective January 1, 2024, the former Textile Care and Colloidal Technologies Group (“CTG”) operating segments are now part of the Water operating segment which continues to remain in the Global Industrial reportable segment.

Additionally, the Pest Elimination operating segment, formerly aggregated with the Textile Care and CTG operating segments within Other, is now reported as the stand-alone Global Pest Elimination reportable segment.

We made other immaterial changes, including the movement of certain customers and cost allocations between reportable segments.

Estimates are considered to be critical if they meet both of the following criteria: (1) the estimate requires assumptions to be made about matters that are highly uncertain at the time the accounting estimate is made, and (2) different estimates that we reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, have a material impact on the presentation of our financial condition or results of operations.

Revenue Recognition

Revenue is measured as the amount of consideration expected to be received in exchange for transferring goods or providing service.

Revenue from product and sold equipment is recognized when obligations under the terms of a contract with the customer are satisfied, which generally occurs with the transfer of the product or delivery of the equipment.

Revenue from service and leased equipment is recognized when the services are provided, or the customer receives the benefit from the leased equipment, which is over time.

Service revenue is recognized over time utilizing an input method and aligns with when the services are provided.

Typically, revenue is recognized over time using costs incurred to date because the effort provided by the field selling and service organization represents services provided, which corresponds with the transfer of control.

Revenue for leased equipment is accounted for under Topic 842 Leases and recognized on a straight-line basis over the length of the lease contract.

Our revenue policies do not provide for general rights of return.

We record estimated reductions to revenue for customer programs and incentive offerings including pricing arrangements, promotions and other volume-based incentives based primarily on historical experience and anticipated performance over the contract period.

Depending on market conditions, we may increase customer incentive offerings, which could reduce gross profit margins over the term of the incentive.

We also record estimated reserves for product returns and credits based on specific circumstances and credit conditions.

We record an allowance for uncollectible accounts based on our estimates of expected future credit losses.

The revenue standard can be applied to a portfolio of contracts with similar characteristics if it is reasonable that the effects of applying the standard at the portfolio would not be significantly different than applying the standard at the individual contract level.

We apply the portfolio approach primarily within each operating segment by geographical region.

Application of the portfolio approach was focused on those characteristics that have the most significant accounting consequences in terms of their effect on the timing of revenue recognition or the amount of revenue recognized.

We determined the key criteria to assess with respect to the portfolio approach, including the related deliverables, the characteristics of the customers and the timing and transfer of goods and services, which most closely aligned within the operating segments.

In addition, the accountability for the business operations, as well as the operational decisions on how to go to market and the product offerings, are performed at the operating segment level.

Litigation and Environmental Liabilities

Our business and operations are subject to extensive environmental laws and regulations governing, among other things, air emissions, wastewater discharges, the use and handling of hazardous substances, waste disposal and the investigation and remediation of soil and groundwater contamination.

Some risk of environmental liability is inherent in our operations.

We record liabilities related to pending litigation, environmental claims and other contingencies when a loss is probable and can be reasonably estimated.

Estimates used to record such liabilities are based on our best estimate of probable future costs.

We record the amounts that represent the points in the range of estimates that we believe are most probable or the minimum amount when no amount within the range is a better estimate than any other amount.

Potential insurance reimbursements generally are not anticipated in our accruals for environmental liabilities or other insured losses.

Expected insurance proceeds are recorded as receivables when recovery is deemed certain.

While the final resolution of litigation and environmental contingencies could result in amounts different than current accruals, and therefore have an impact on our consolidated financial results in a future reporting period, we believe the ultimate outcome will not have a significant impact on our consolidated financial position.

For additional information on our commitments and contingencies, refer to Note 15.

*​*

| --- | --- |

| ● | We use mortality tables appropriate in the circumstances, which generally are the recently available mortality tables as of the respective U.S. and international measurement dates. Our year-end U.S. valuations reflect mortality tables that estimate the impacts of COVID in an endemic state. This represents a change from prior year when the impact of COVID on future mortality could not be reasonably estimated. |

For additional information on income taxes refer to Note 12.

The increase primarily reflected accelerating value pricing that overcame higher supply chain costs.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Other | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | ​ | 23.5 | ​ |

| Acquisition and integration activities | ​ | ​ | 12.6 | ​ | ​ | ​ | 16.1 | ​ | ​ | ​ | 14.5 | ​ |

A trusted partner for millions of customers, we are a global [removed: sustainability] leader [removed: offering] [added: in] water, hygiene and infection prevention solutions and services that protect people and the resources vital to life.

[removed: Building on a century of innovation,] [added: Today,] we have [added: $16 billion in] annual [removed: sales of $15.7 billion, employ approximately] [added: sales,] 48,000 associates and [removed: sell to] customers in more than 170 countries [removed: around the world.][added: and 40 industries.]

We pursue a “One Ecolab” enterprise selling strategy, built on the legacy of 'circle the customer – circle the globe', where we provide an array of innovative programs, products and services designed to meet the [removed: specific] operational and sustainability needs of our customers throughout the world.

Through this strategy and [added: the breadth of] our [removed: varied] product and service mix, one customer may utilize the offerings of several of our operating segments.

Important in our [removed: business] [added: value] proposition for customers is our ability to produce improved results while reducing their water and energy use.

With that in mind, we focus on continually innovating to optimize both our own operations and the solutions we provide to customers, aligning with our corporate strategy to address some of the world’s most pressing and complex sustainability [removed: challenges] [added: challenges,] such as water scarcity and climate change.

In [removed: 2023,] [added: 2024,] we helped our customers conserve more than 226 billion gallons of water and avoid more than [removed: 3.8] [added: 4.6] million metric tons of greenhouse gas emissions.

The following description of our business is based upon our reportable segments as reported in our consolidated financial statements for the year ended December 31, [removed: 2024,] [added: 2025,] which are located in Item 8 of Part II of this Form 10-K.

Operating segments that share similar economic characteristics and future prospects, including the nature of the products and production processes, end-use markets, channels of distribution and regulatory environment, have been aggregated into four reportable segments: Global [removed: Industrial,] [added: Water,] Global Institutional & Specialty, Global [removed: Healthcare & Life Sciences] [added: Pest Elimination,] and Global [removed: Pest Elimination.][added: Life Sciences.]

This reportable segment consists of the [removed: Water,] [added: Light & Heavy,] Food & Beverage and Paper operating segments, which provide water treatment and process [removed: applications,] [added: applications] and cleaning and sanitizing solutions, primarily to large industrial customers within the manufacturing, food and beverage processing, transportation, chemical, primary metals and mining, power generation, global refining, petrochemical, pulp and paper industries.

Descriptions of the three operating segments which comprise our Global [removed: Industrial] [added: Water] reportable segment follow below.

[removed: Water][added: Global Water]

[removed: Water] [added: Light & Heavy] serves customers across industrial and institutional markets.

Within [removed: Water,] [added: Light & Heavy,] our [removed: light industry] markets include food and beverage, manufacturing and transportation, institutional [removed: clients] [added: clients,] including commercial buildings, hospitals, universities and hotels, and global high technology serving [removed: customers] [added: customers,] including data centers and microelectronics.

[removed: Heavy industries served include] [added: We also serve the] power, [removed: chemicals and] [added: chemicals,] primary [removed: metals,] [added: metals and] mining and petroleum refining and fuels [removed: industry.][added: industries.]

[removed: Water] [added: Light & Heavy] provides water treatment products and technology programs for cooling water, [added: ultra-pure water,] wastewater, boiler water and process water applications.

Our offerings include specialty products such as scale and corrosion inhibitors, antifoulants, pre-treatment solutions, [added: liquid cooling solutions,] membrane treatments, coagulants and flocculants, anti-foamers, hydrogen sulfide removal, cold flow improvers, lubricity inhibitors, crude desalting and reactive monomer inhibitors, as well as our 3D TRASARTM technologies, which combine chemistry, remote services and monitoring and control.

Food & Beverage provides cleaning and sanitation products and [added: water] programs to facilitate the processing of products for human consumption.

Food & Beverage provides detergents, cleaners, sanitizers, [removed: lubricants] [added: lubricants, water solutions] and animal health products, as well as cleaning systems, digitally-based dispensers, monitors and chemical injectors for the application of chemical products, primarily to dairy [removed: plants;] [added: plants,] dairy, swine and poultry [removed: farms;] [added: farms,] breweries and soft-drink bottling [removed: plants] [added: plants,] as well as meat, poultry and other food processors.

Food & Beverage also designs, engineers and installs [removed: CIP (“clean-in-place”)] [added: clean-in-place] process control systems and facility cleaning systems for its customer base.

We believe we are one of the leading global suppliers of cleaning and sanitizing products [added: and water programs] to the dairy plant, dairy, swine and poultry farm, [removed: beverage/brewery,] food, meat and poultry, and beverage/brewery processing industries.

Paper provides water and process applications for the pulp and paper [removed: industries,] [added: industry,] offering a comprehensive portfolio of programs that are used in all principal steps of the papermaking process and across all grades of paper, including graphic grades, board and packaging, and tissue and towel.

While Paper provides its customers [added: with] similar types of products and programs for water treatment and wastewater treatment as those offered by [removed: Water,] [added: Light & Heavy,] Paper also offers two specialty programs that differentiate its offerings from [removed: Water—pulp] [added: Light & Heavy —pulp] applications and paper applications.

Our paper [removed: process] applications focus on improving our customers’ operational efficiency, in part through water savings, energy savings and operating efficiency.

We believe we are one of the leading global suppliers of water treatment products and process aids to the pulp and [removed: papermaking] [added: paper] industry.

Institutional sells specialized cleaners and sanitizers for washing dishes, glassware, flatware, foodservice utensils and kitchen equipment (“warewashing”), plus specialized cleaners for various applications throughout [removed: food service] [added: foodservice] operations, on-premise laundries (typically used by hotel and healthcare customers) and general housekeeping functions.

Through our EcoSure Brand Protection business, [removed: Institutional] [added: Specialty] also provides customized on-site evaluations, training and quality assurance services to foodservice and hospitality operations.

We also utilize independent, third-party foodservice, [removed: broad-line] [added: broad-line, healthcare] and janitorial distributors to provide logistics to end customers that prefer to work through these distributors.

We believe we are one of the leading global suppliers of warewashing and laundry products and programs [added: and infection prevention solutions] to the food service, [removed: hospitality] [added: hospitality, hospitals] and [removed: lodging] [added: long-term care] markets.

Global [removed: Healthcare &] Life Sciences

The Life Sciences portfolio includes premium fluid treatment and purification solutions with a broad range of unique products sold under the “Purolite” brand name, particularly focusing on biopharma purification solutions, active pharmaceutical ingredients [removed: (“API’s”)] [added: (“APIs”)] and high value industrial applications.

In addition to the United States, which constitutes our largest operation, we operate in various [removed: countries] [added: regions, including] in Asia Pacific, Greater China, Western [removed: Europe, Latin America,] [added: Europe] and [removed: Africa.][added: Latin America.]

The profitability of our international operations is generally lower than the profitability of our businesses in the United States, due to (i) the additional cost of operating in numerous and diverse foreign jurisdictions with varying laws and regulations, (ii) higher costs of importing certain raw materials and finished goods in some regions, (iii) the smaller scale of international operations where certain operating locations are smaller in [removed: size,] [added: size] and (iv) the additional reliance on distributors and agents in certain countries which can negatively impact our margins.

[removed: Proportionately larger investments] [added: Investments] in sales and technical support are also necessary in certain geographies in order to facilitate the growth of our international operations.

In general, the markets in which the businesses in our Global [removed: Industrial] [added: Water] reportable segment compete are led by a few large companies, with the rest of the market served by smaller entities focusing on more limited geographic regions or a smaller subset of products and services.

Our businesses in this segment compete on the basis of their demonstrated value, technical expertise, innovation, digital technology, chemical formulations, global customer support, detection equipment, monitoring [removed: capabilities,] [added: capabilities] and dosing and metering equipment.

Through the combination of our digitally enabled end-to-end water management and hygiene solutions, data-driven insights and personalized service, our Global [removed: Industrial] [added: Water] businesses deliver outcomes that help our customers optimize water and energy use, improve productivity, advance food safety, and achieve sustainability and net zero goals, while optimizing total cost of operations.

Second, we have numerous smaller regional or local competitors [removed: which] [added: who] focus on more limited geographies, product lines and/or end-use customer segments.

[removed: The] [added: Within the Global] Life Sciences [added: reportable segment, the] business competes in the European market versus several mid-size and regional competitors and competes against two large and other mid-size or regional competitors in North America.

Our businesses in this segment compete by enabling our customers success through improved hygiene, digitally enabled programs in operating room and patient room space as well as a tailored approach to delivering key inputs that directly impact [removed: our customers] patients globally.

For more than a century, we have advanced innovation by integrating science-based solutions, data-driven insights, AI-technology and world-class service.

This unique combination enables us to partner with customers to define what best-in-class looks like and scale it across their operations, helping them achieve peak performance.

We help protect one-third of the world’s food production and a quarter of the power generated while delivering innovative solutions across food, healthcare, data centers, microelectronics, life sciences and hospitality.

Our comprehensive approach protects what’s vital, aiming by 2030 to help protect 2 billion people from infections and enough drinking water for 1 billion people while enhancing business performance.

Light & Heavy

The majority of our Light & Heavy revenue is from product sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied.

The majority of our Food & Beverage revenue is from product and equipment sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied.

The majority of our Paper revenue is from product sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied.

Institutional provides specialized cleaners and sanitizers, infection prevention solutions, food safety products and equipment, and a range of other products and programs to hospitality and healthcare institutions.

Further, we provide infection prevention solutions to acute care hospitals and long-term care centers, which include hand hygiene, hard surface disinfection, digital monitoring systems and instrument cleaning.

The majority of our Institutional revenue is from product sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied.

The majority of our Specialty revenue is from product sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied.

The majority of our Pest Elimination revenue is from services and is recognized when the services are provided, which is over time.

As we expand the use of smart, connected devices, we believe our Pest Intelligence model will further contribute to our high-quality outcomes.

This reportable segment consists of the Life Sciences operating segment.

The majority of our Life Sciences revenue is from product sales and is recognized at a point in time when the obligations in the contract with the customer are satisfied.

Life Sciences also produces high performance purification resins that support critical separation processes across a range of industries, including power generation, food and beverage, and water treatment.

Currently the majority of our revenue is from product and sold equipment and is recognized at the point in time when the obligations in the contract with the customer are satisfied.

Over the last year, we’ve expanded our physical, behavioral and financial well-being offerings with programs that leverage powerful technology and personalized coaching to support progress against wellness goals.

In addition, the European Commission has announced a revision of the REACH Regulation, with a legislative proposal expected in the third quarter of 2026, introducing simplified but stricter chemical controls that may increase compliance requirements and affect parts of Ecolab’s raw material portfolio; however, the potential financial impact is not yet fully quantifiable and is not expected to have a material adverse effect on our consolidated results of operations, cash flows, or financial position.

​

Officers are elected annually and as needed by the Board of Directors.

The Board of Directors routinely reviews the Company’s management structure and may make changes to the officers listed below at any time.

| ​ | ​ | ​ | ​ | Senior Vice President Finance – Global Supply Chain | ​ | Aug. 2023 – July 2025 |

| ​ | ​ | ​ | ​ | Senior Vice President, Global Total Rewards & Talent | ​ | Feb. 2022 – July 2022 |

| ​ | ​ | ​ | ​ | Senior Vice President Compensation & Benefits | ​ | Jan. 2021 – Jan. 2022 |

(1) Prior to joining Ecolab in August 2023, Mr. Clark was employed by Flagstone Foods, one of the largest manufacturers and distributors of private label healthy snacks in North America, as Chief Operating Officer and Chief Financial Officer from November 2021 until August 2023.

Prior to Flagstone Foods, Mr. Clark was employed by GE Healthcare, a leading global medical technology and digital solutions innovator, as Chief Financial Officer of Global Services & Supply Chain from November 2020 until November 2021.

(2) Prior to re-joining Ecolab in 2025, Ms. King was employed by The Toro Company, a global maker of lawn, snow, and irrigation equipment, as Vice President, Human Resources from August 2022 until December 2024.

We deliver comprehensive science-based solutions, data-driven insights and world-class service to advance food safety, maintain clean and safe environments, and optimize water and energy use.

Our innovative solutions improve operational efficiencies and sustainability for customers in the food, healthcare, life sciences, hospitality and industrial markets.

Global Industrial

The underlying operating segments exhibit similar manufacturing processes, distribution methods and economic characteristics.

This reportable segment consists of the Healthcare and Life Sciences operating segments, which provide specialized cleaning and sanitizing products to the healthcare, personal care and pharmaceutical industries.

Descriptions of the two operating segments which comprise our Global Healthcare & Life Sciences reportable segment follow below.

Healthcare

Healthcare provides infection prevention solutions to acute care hospitals, surgery centers and medical device Original Equipment Manufacturers (“OEM”).

Healthcare’s proprietary infection prevention solutions (hand hygiene, hard surface disinfection, digital monitoring systems and instrument cleaning) are sold primarily under the "Ecolab" and “Anios” brand names to various departments within the acute care environment (Infection Control, Environmental Services, Central Sterile and Operating Room).

Healthcare sells its products and programs principally through its field sales personnel and corporate account personnel but also sells through healthcare distributors.

We believe we are one of the leading suppliers of infection prevention solutions in the United States and Europe.

Within the Global Healthcare & Life Sciences reportable segment, the Healthcare business competes geographically with companies primarily focused on a smaller range of product categories, with few globally scaled competitors.

*​*

Over the last few years, we’ve expanded our offerings to include comprehensive child and elder caregiver resources to help employees balance the demands of work and personal responsibilities.

Part II, Item 8, Note 20, entitled “Quarterly Financial Data” of this Form 10-K is incorporated herein by reference.

“Properties,” of this Form 10-K.

In addition, the European Green Deal will include the revision of chemical management regulation to achieve a circular economy and toxic-free environment (Chemical Strategy for Sustainability) which may impact sales in Ecolab’s raw material portfolio.

Potential costs to us are not yet fully quantifiable but are not expected to have a material adverse effect on our consolidated results of operations or cash flows in any one reporting period or on our financial position.

approved, including a near term Scope 3 target.

Officers are elected annually.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| ​ | ​ | ​ | ​ | President and Chief Operating Officer | ​ | Jan. 2020 – Dec. 2020 |

| Larry L. Berger | ​ | 64 | ​ | Executive Vice President and Chief Technical Officer | ​ | Jan. 2020 – Present |

| ​ | ​ | ​ | ​ | Senior Vice President and General Manager – Industrial, Europe | ​ | Jan. 2020 – Apr. 2020 |

| Alexandra M. A. Hlila | ​ | 49 | ​ | Executive Vice President and General Manager – Global Pest | ​ | Dec. 2024 – Present |

(1) Prior to joining Ecolab in February 2020, Mr. Duijser was employed by Reckitt Benckiser Group plc (RB), a global provider of health, hygiene and home products, as Chief Supply Officer from 2018 until 2020.

| For the fiscal year ended December 31, [removed: 2024] [added: 2025] | |

| Common Stock, $1.00 par value [removed: 2.625% Euro Notes due 2025] | ​ | ECL [removed: ECL 25] | ​ | New York Stock Exchange [removed: New York Stock Exchange] |

Aggregate market value of voting and non-voting common equity held by non-affiliates of registrant on June 30, [removed: 2024,] [added: 2025,] the last business day of the Registrant’s most recently completed second fiscal quarter: [removed: $58,992,719,690] [added: $67,088,288,734] (see Item 12, under Part III hereof), based on a closing price of registrant’s Common Stock of [removed: $238.00] [added: $269.44] per share.

The number of shares of registrant’s Common Stock, par value $1.00 per share, outstanding as of January [removed: 31, 2025: 282,997,058] [added: 30, 2026: 281,969,448] shares.

Portions of the registrant’s Proxy Statement for the Annual Meeting of Stockholders to be held May [removed: 8, 2025,] [added: 7, 2026,] and to be filed within 120 days after the registrant’s fiscal year ended December 31, [removed: 2024] [added: 2025] (hereinafter referred to as “Proxy Statement”), are incorporated by reference into Part III.

For the Year Ended December 31, [removed: 2024][added: 2025]

| ​ | [Item 8. Financial Statements and Supplementary Data.](#Item8Financial_929330) | [removed: 48] [added: 47] |

| ​ | [Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.](#Item9Changes_36116) | [removed: 98] [added: 96] |

| ​ | [Item 9A. Controls and Procedures.](#Item9AControls_983338) | [removed: 98] [added: 96] |

| ​ | [Item 9B. Other Information](#Item9BOtherInformation). | [removed: 98] [added: 96] |

| ​ | [Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.](#Item9CDisclosureRegardingForeignJurisdic) | [removed: 98] [added: 96] |

| ​ | [Item 10. Directors, Executive Officers and Corporate Governance.](#Item10Directors_332886) | [removed: 99] [added: 97] |

| ​ | [Item 11. Executive Compensation.](#Item11Executive_6722) | [removed: 99] [added: 97] |

| ​ | [Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.](#Item12Security_61479) | [removed: 99] [added: 97] |

| ​ | [Item 13. Certain Relationships and Related Transactions, and Director Independence.](#Item13Certain_780095) | [removed: 99] [added: 97] |

| ​ | [Item 14. Principal Accounting Fees and Services.](#Item14Principal_569622) | [removed: 99] [added: 97] |

| ​ | [Item 15. Exhibit and Financial Statement Schedules.](#Item15Exhibits_78834) | [removed: 100] [added: 98] |

| ​ | [Item 16. Form 10-K Summary.](#Item16Form10KSummary) | [removed: 106] [added: 104] |

Except where the context otherwise requires, references in this Form 10-K to (i) “Ecolab,” “Company,” “we” and “our” are to Ecolab Inc. and its subsidiaries, collectively; (ii) “Nalco” are to Nalco Company LLC, a wholly-owned subsidiary of the Company; (iii) “Purolite” are to Purolite LLC, a wholly-owned subsidiary of the Company and its subsidiaries, collectively; and (iv) “Purolite transaction” are to the Company’s acquisition of the shares of the subsidiaries and certain other affiliated entities of Purolite Corporation and substantially all of the assets of Purolite [removed: Corporation used or held for use in connection with its filtration] [added: Corporation;] and [removed: purification resins business in December 2021.][added: (iv) “Ovivo Electronics” are to Ovivo Inc., a wholly owned subsidiary of the Company and its subsidiaries, collectively.]

Ecolab’s ISSC, chaired by our CISO, meets [added: regularly and] as needed.

The Committee is comprised of executive leaders including the Executive Vice President and General Manager - Ecolab Digital (“EVP & GM Digital”), the Senior Vice President IT Enterprise Operations, the Chief Operating Officer, the Chief Financial Officer, the Chief Technical Officer, the General Counsel, the Executive Vice Presidents of our commercial divisions, the Executive Vice President Global Supply Chain, the Executive Vice President Human Resources, the [added: Senior] Vice President of Global Business [removed: Transformation,] [added: Services,] and the Vice President [removed: Internal Audit.][added: Audit Services.]

The Board receives an overview [removed: from our EVP & GM Digital] and the Audit Committee receives reports from our CISO regarding our cybersecurity threat risk management and strategy processes.

We operate [removed: 32] [added: 30] manufacturing facilities in [removed: 14] [added: 13] states in the U.S. Internationally, we operate [removed: 67] [added: 70] manufacturing facilities in [removed: 37] [added: 39] countries.

Our manufacturing facilities produce chemical products [removed: as well as medical devices] and equipment for all our operating segments, although Pest Elimination purchases the majority of their products and equipment from outside suppliers.

We also have a significant business presence in Naperville, Illinois, where our [removed: Water] [added: Light & Heavy] and Paper operating segments maintain their principal administrative offices and research center, as well as in Greensboro, North Carolina, where our Specialty operating segment maintains its principal administrative offices and a research center.

Our [removed: Water] [added: Light & Heavy] operating segment leases administrative and research facilities in Houston, Texas.

We also have a [added: limited] network of [removed: small] [added: small,] leased sales offices [removed: in the United States and, to a lesser extent, in other parts of] [added: throughout] the world.

On January [removed: 31, 2025,] [added: 30, 2026,] we had [removed: 4,561] [added: 4,333] holders of record of our Common Stock.

| (1) | As announced on November 3, 2022, our Board of Directors authorized the repurchase of up to 10,000,000 common shares. Subject to market conditions, we expect to repurchase all shares under this authorization, for which no expiration date has been established, in open market or privately negotiated transactions, including pursuant to Rule 10b5-1 and accelerated share repurchase [removed: program.] [added: programs.] |

Dividends

​

Dividends declared per common share in 2025 were $2.68 per share.

In December 2025, we increased our quarterly cash dividend by 12% to $0.73 per share, representing our 34th consecutive annual dividend rate increase.

We have paid cash dividends on our common shares for 89 consecutive years.

Our outstanding dividend history reflects our long-term growth and development, strong cash flows, solid financial position and confidence in our business prospects for the years ahead.

| October 1-31, 2025 | | 241,240 | ​ | ​ | $274.2840 | ​ | 241,240 | | 7,170,389 | ​ |

| November 1-30, 2025 | | 951,977 | ​ | ​ | 260.9840 | ​ | 951,977 | | 6,218,412 | ​ |

| December 1-31, 2025 | | 321,591 | ​ | ​ | 264.7744 | ​ | 321,591 | | 5,896,821 | ​ |

| Total | | 1,514,808 | ​ | ​ | $263.9068 | | 1,514,808 | | 5,896,821 | ​ |

| October 1-31, 2024 | | \- | ​ | ​ | $- | ​ | \- | | 8,781,585 | ​ |

| November 1-30, 2024 | | \- | ​ | ​ | \- | ​ | \- | | 8,781,585 | ​ |

| December 1-31, 2024 | | \- | ​ | ​ | \- | ​ | \- | | 8,781,585 | ​ |

| Total | | \- | ​ | ​ | $- | | \- | | 8,781,585 | ​ |

The [added: Audit Committee of the] Board of Directors, [removed: acting through its Audit Committee] composed [added: of] solely of independent directors, is responsible for [removed: determining that management fulfills its responsibilities in] [added: monitoring] the [removed: preparation] [added: quality and integrity] of [added: the corporation’s consolidated] financial [removed: statements] [added: statements,] and [removed: maintains] [added: management’s system of] internal control over financial reporting.

The Audit Committee [removed: recommends to the Board of Directors] [added: is directly responsible for] the appointment of the Company’s independent registered public accounting [removed: firm, subject to ratification by the shareholders.][added: firm.]

Under the supervision and with the participation of management, including the principal executive officer and principal financial officer, an evaluation of the design and operating effectiveness of internal control over financial reporting was conducted based on the 2013 framework in _Internal Control — Integrated Framework_ issued by the Committee of Sponsoring Organizations of the Treadway [removed: Commission.][added: Commission (COSO).]

Based on the evaluation under the framework in _Internal Control — Integrated Framework_, management concluded that internal control over financial reporting was effective as of December 31, [removed: 2024.][added: 2025.]

The Company’s independent registered public accounting firm, PricewaterhouseCoopers LLP, has audited the effectiveness of the Company’s internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] as stated in their report which is included herein.

| [removed: ] [added: ] | [removed: ] [added: ] |

We have audited the accompanying consolidated balance sheets of Ecolab Inc. and its subsidiaries (the “Company”) as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of income, of comprehensive income, of equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the “consolidated financial statements”).

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in _Internal Control - Integrated Framework_ (2013) issued by the COSO.

_Valuation of [removed: Certain U.S. Defined] [added: Projected] Benefit [added: Obligation – U.S. Qualified] Pension [removed: Plan Obligations_][added: Plan_]

As described in Note 16 to the consolidated financial statements, the Company’s projected benefit obligations for [added: the] U.S. pension plans was [removed: $1,790.6] [added: $1,818] million as of December 31, [removed: 2024,] [added: 2025,] of which [removed: a majority relates] [added: $1,738 million related] to [removed: certain] [added: the] U.S. [added: qualified] pension [removed: plans.][added: plan.]

The significant assumptions used in developing the required estimates of the projected benefit obligations are the discount rates, expected returns on assets, [added: and] projected salary [removed: increases, and mortality tables.][added: increases.]

The principal considerations for our determination that performing procedures relating to the valuation of [removed: certain U.S. defined] [added: the projected] benefit [added: obligation for the U.S. qualified] pension plan [removed: obligations] is a critical audit matter are (i) the significant judgment by management when developing the estimate of [removed: certain U.S. defined] [added: the projected] benefit [added: obligation for the U.S. qualified] pension [removed: plan obligations;] [added: plan;] (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating management’s significant [removed: assumptions] [added: assumption] related to the discount [removed: rates and expected return on assets;] [added: rate;] and (iii) the audit effort involved the use of professionals with specialized skill and knowledge.

These procedures included testing the effectiveness of controls relating to management’s valuation of the [removed: defined] [added: projected] benefit [removed: pension plan] obligations, including controls over the valuation of the [removed: U.S. defined] [added: projected] benefit [added: obligation for the U.S. qualified] pension [removed: plan obligations.][added: plan.]

These procedures also included, among others (i) testing management’s process for developing the estimate of [removed: certain U.S. defined] [added: the projected] benefit [added: obligation for the U.S. qualified] pension [removed: plan obligations;] [added: plan;] (ii) evaluating the appropriateness of the actuarial valuation method [removed: and calculations] used by management; (iii) testing the completeness and accuracy of [added: the] underlying data used in the actuarial valuation [removed: method and calculations;] [added: method;] and (iv) evaluating the reasonableness of the significant [removed: assumptions] [added: assumption] used by management related to the discount [removed: rates and expected return on assets.][added: rate.]

Professionals with specialized skill and knowledge were used to assist in evaluating (i) the appropriateness of the actuarial valuation method and [removed: calculations and] (ii) the reasonableness of the discount [removed: rates and expected return on assets assumptions.][added: rate assumption.]

| (millions, except per share amounts) | ​ | [removed: 2024] [added: 2025] | | | ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | |

| Product and equipment sales | ​ | ​ | [removed: $12,473.6] [added: $12,618.5] | ​ | ​ | ​ | [removed: $12,316.8] [added: $12,473.6] | ​ | ​ | [removed: $11,446.2] [added: $12,316.8] |

| Service and lease sales | ​ | ​ | [removed: 3,267.8] [added: 3,462.7] | ​ | ​ | ​ | [removed: 3,003.4] [added: 3,267.8] | ​ | ​ | [removed: 2,741.6] [added: 3,003.4] |

| Net sales | ​ | ​ | [removed: 15,741.4] [added: 16,081.2] | ​ | ​ | ​ | [removed: 15,320.2] [added: 15,741.4] | ​ | ​ | [removed: 14,187.8] [added: 15,320.2] |

| Product and equipment cost of sales | ​ | ​ | [removed: 6,990.0] [added: 6,955.8] | ​ | ​ | ​ | [removed: 7,389.2] [added: 6,990.0] | ​ | ​ | [removed: 7,212.8] [added: 7,389.2] |

| Service and lease cost of sales | ​ | ​ | [removed: 1,909.7] [added: 1,975.0] | ​ | ​ | ​ | [removed: 1,765.7] [added: 1,909.7] | ​ | ​ | [removed: 1,618.2] [added: 1,765.7] |

| Cost of sales (including special charges (a)) | ​ | ​ | [removed: 8,899.7] [added: 8,930.8] | ​ | ​ | ​ | [removed: 9,154.9] [added: 8,899.7] | ​ | ​ | [removed: 8,831.0] [added: 9,154.9] |

| Selling, general and administrative expenses | ​ | ​ | [removed: 4,228.2] [added: 4,257.9] | ​ | ​ | | [removed: 4,061.6] [added: 4,228.2] | ​ | | [removed: 3,653.8] [added: 4,061.6] |

| Special (gains) and charges | ​ | ​ | [removed: (188.9)] [added: 154.9] | ​ | ​ | | [removed: 111.4] [added: (188.9)] | ​ | | [removed: 140.5] [added: 111.4] |

| Operating income | ​ | ​ | [removed: 2,802.4] [added: 2,737.6] | ​ | ​ | | [removed: 1,992.3] [added: 2,802.4] | ​ | | [removed: 1,562.5] [added: 1,992.3] |

| Other (income) expense [removed: (b)] | ​ | ​ | [removed: (51.3)] [added: (51.4)] | ​ | ​ | ​ | [removed: (59.9)] [added: (51.3)] | ​ | ​ | [removed: (24.5)] [added: (59.9)] |

| Interest expense, net | ​ | ​ | [removed: 282.5] [added: 241.1] | ​ | ​ | ​ | [removed: 296.7] [added: 282.5] | ​ | ​ | [removed: 243.6] [added: 296.7] |

| Income before income taxes | ​ | ​ | [removed: 2,571.2] [added: 2,547.9] | ​ | ​ | | [removed: 1,755.5] [added: 2,571.2] | ​ | | [removed: 1,343.4] [added: 1,755.5] |

| Provision for income taxes | ​ | ​ | [removed: 439.3] [added: 454.6] | ​ | ​ | | [removed: 362.5] [added: 439.3] | ​ | | [removed: 234.5] [added: 362.5] |

| Net income including noncontrolling interest | ​ | ​ | [removed: 2,131.9] [added: 2,093.3] | ​ | ​ | ​ | [removed: 1,393.0] [added: 2,131.9] | ​ | ​ | [removed: 1,108.9] [added: 1,393.0] |

| Net income attributable to noncontrolling interest | ​ | ​ | [removed: 19.5] [added: 17.7] | ​ | ​ | ​ | [removed: 20.7] [added: 19.5] | ​ | ​ | [removed: 17.2] [added: 20.7] |

| Net income attributable to Ecolab | ​ | ​ | [removed: $2,112.4] [added: $2,075.6] | ​ | ​ | ​ | [removed: $1,372.3] [added: $2,112.4] | ​ | ​ | [removed: $1,091.7] [added: $1,372.3] |

| Basic | ​ | ​ | $ [removed: 7.43] [added: 7.33] | ​ | ​ | ​ | $ [removed: 4.82] [added: 7.43] | ​ | ​ | $ [removed: 3.83] [added: 4.82] |

| Diluted | ​ | ​ | $ [removed: 7.37] [added: 7.28] | ​ | ​ | ​ | $ [removed: 4.79] [added: 7.37] | ​ | ​ | $ [removed: 3.81] [added: 4.79] |

| Basic | ​ | ​ | [removed: 284.3] [added: 283.3] | ​ | ​ | | [removed: 285.0] [added: 284.3] | ​ | | [removed: 285.2] [added: 285.0] |

| Diluted | ​ | ​ | [removed: 286.6] [added: 285.2] | ​ | ​ | | [removed: 286.5] [added: 286.6] | ​ | | [removed: 286.6] [added: 286.5] |

| (a) | Cost of sales includes special (gains) and charges of [added: $7.7 in 2025,] $5.3 in 2024, [added: and] $14.5 in 2023, [removed: and $65.0 in 2022,] which is recorded in product and equipment cost of sales. Cost of sales includes special (gains) and charges of $8.0 in 2023 [removed: and $4.9 in 2022,] which is recorded in service and lease cost of sales. |

| (millions) | | ​ | [removed: 2024] [added: 2025] | | | ​ | [removed: 2023] [added: 2024] | | ​ | [removed: 2022] [added: 2023] | | ​ |

The significant assumptions used in developing the required estimates of the projected benefit obligations are the discount rates and projected salary increases.

February 23, 2026

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,075.6 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2,075.6 | ​ | ​ | 17.7 | ​ | ​ | 2,093.3 |

| Cash dividends declared (a) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (758.7) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (758.7) | ​ | | (16.5) | ​ | | (775.2) |

| Acquisition of noncontrolling interests | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 0.7 | ​ | ​ | 0.7 |

| Stock options and awards | | | 1.6 | ​ | ​ | 361.7 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 2.8 | ​ | | 366.1 | ​ | ​ | ​ | ​ | | 366.1 |

| Balance, December 31, 2025 | ​ | ​ | $369.4 | ​ | ​ | $7,521.3 | ​ | ​ | $12,834.0 | ​ | ​ | ($1,874.3) | ​ | ​ | ($9,079.6) | ​ | ​ | $9,770.8 | ​ | ​ | $33.7 | ​ | ​ | $9,804.5 |

| Segment change (a) | ​ | ​ | \- | ​ | ​ | 717.0 | ​ | ​ | \- | ​ | ​ | (717.0) | ​ | ​ | \- | ​ | ​ |

| December 31, 2023 | ​ | ​ | 4,243.5 | ​ | ​ | 1,327.0 | ​ | ​ | 136.3 | ​ | ​ | 2,441.4 | ​ | ​ | 8,148.2 | ​ | ​ |

| Prior year business combinations (c) | ​ | ​ | 5.6 | ​ | ​ | \- | ​ | ​ | 0.1 | ​ | ​ | \- | ​ | ​ | 5.7 | ​ | ​ |

| Effect of foreign currency translation | ​ | ​ | 89.6 | ​ | ​ | 17.2 | ​ | ​ | 2.7 | ​ | ​ | 81.7 | ​ | ​ | 191.2 | ​ | ​ |

| December 31, 2025 | ​ | ​ | $5,505.5 | ​ | ​ | $1,041.5 | ​ | ​ | $189.6 | ​ | ​ | $2,490.4 | ​ | ​ | $9,227.0 | ​ | ​ |

| (a) | Relates to reclassifications made to reportable segments in the current year. Effective January 1, 2025, the Company’s former Global Industrial reportable segment was renamed Global Water and includes the Light & Heavy (previously named Water), Food & Beverage, and Paper operating segments. The Global Institutional & Specialty reportable segment continues to include the Institutional and Specialty operating segments. The Company’s former healthcare operating segment moved into the Institutional operating segment. Global Life Sciences (formerly Global Healthcare & Life Sciences) was elevated to a standalone reportable segment. The Global Pest Elimination segment remains a standalone reportable segment. After these changes, the Company has seven operating segments. Refer to Note 18, “Operating Segments and Geographic Information,” for further information. |

| 2025 | ​ ​ ​ | 304 | |

| 2026 | | 338 | ​ |

| 2027 | | 215 | ​ |

| 2030 | | 185 | ​ |

In addition, timely sales data is available, limiting estimation uncertainty.

The rollforward of the Company's outstanding obligations confirmed as valid under its Program are as follows:

| Confirmed obligations outstanding at beginning of year | | | $39.9 | ​ | ​ | | $- | ​ |

| Invoices confirmed during the year | | | 193.7 | ​ | ​ | | 57.0 | ​ |

| Confirmed invoices paid during the year | | | (172.4) | ​ | ​ | | (17.1) | ​ |

| Confirmed obligations outstanding at end of year | ​ | ​ | $61.2 | ​ | ​ | ​ | $39.9 | ​ |

| ASU 2025-06 (Topic 350): Targeted Improvements to the Accounting for Internal-Use Software | ​ | September 2025 | ​ | The amendments modernize the recognition and disclosure framework for internal-use software costs, removing the previous “development stage” model and introducing a more judgment-based approach. | ​ | Effective for annual reporting periods beginning after December 15, 2027 and interim reporting periods within annual reporting periods. Early adoption is permitted. | ​ | The update provides for adoption on a prospective basis, with retrospective or modified retrospective adoption permitted. The Company is currently evaluating the impact of adoption. | ​ |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| 2025 Activity | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Restructuring liability, December 31, 2025 | ​ | ​ | $92.5 | ​ | ​ | $3.6 | ​ | ​ | ​ | $96.1 | ​ |

Subsequent to the completion of the Combined Program, the Company finalized the sale of a facility, resulting in a gain of $12.0 million ($9.2 million after tax) in the second quarter of 2025.

| ​ | ​ ​ ​ | ​ | | | ​ ​ ​ | ​ ​ ​ | | ​ | ​ | ​ ​ ​ | | ​ | ​ | ​ ​ ​ | | ​ |

| Recorded expense and accrual | ​ | ​ | $118.0 | ​ | ​ | ​ | $15.3 | ​ | ​ | ​ | $36.8 | ​ | ​ | ​ | $170.1 | ​ |

| Net cash payments | ​ | | (124.5) | ​ | ​ | ​ | \- | ​ | ​ | ​ | (31.5) | ​ | ​ | ​ | (156.0) | ​ |

2025 Activity

Ovivo Electronics Acquisition

On December 16, 2025, the Company acquired Ovivo Electronics for total consideration of $1,596 million in cash, net of cash acquired.

Ovivo Electronics is a leading and fast-growing global provider of breakthrough ultrapure water technologies for semiconductor manufacturing.

The Ovivo Electronics acquisition has been accounted for as a business combination with the assets acquired and liabilities assumed recognized at fair value as of the acquisition date.

The fair values of intangible assets acquired were estimated using discounted cash flow analyses appropriate for the nature of the asset that incorporated projections of future cash flows and other valuation assumptions.

Significant inputs and assumptions used in our customer relationship intangible asset valuations include projected revenues, contributory asset charges, tax savings due to amortization, income tax rates, customer attrition rates and discount rates.

Significant inputs and assumptions to our trademarks and technology intangible asset valuations include projected revenues, asset life cycle, royalty rates, tax saving due to amortization, income tax rates, discount rates and estimated useful lives.

Fair value measurements of certain tangible assets, definite-lived intangible assets, lease right of use assets and liabilities, net pension liabilities, carry over tax attributes, deferred income taxes, income tax uncertainties, and goodwill are preliminary and subject to changes as the information necessary to complete the valuations are obtained and analyzed.

​

| --- | --- |

February 21, 2025

| (b) | Other (income) expense includes special charges of $50.6 in 2022. |

| Balance, December 31, 2021 | ​ | ​ | $364.1 | ​ | | $6,464.6 | ​ | | $8,814.5 | ​ | | ($1,634.8) | ​ | | ($6,784.2) | ​ | | $7,224.2 | ​ | | $28.9 | ​ | | $7,253.1 |

| Net income | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1,091.7 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | 1,091.7 | ​ | | 17.2 | ​ | | 1,108.9 |

| Cash dividends declared (a) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | (587.4) | ​ | ​ | ​ | ​ | ​ | ​ | ​ | | (587.4) | ​ | | (20.0) | ​ | | (607.4) |

| Fair value adjustment of prior acquisition | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | \- | ​ | ​ | 0.6 | ​ | ​ | 0.6 |

| Stock options and awards | ​ | | 0.6 | ​ | ​ | 115.6 | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | 1.4 | ​ | | 117.6 | ​ | ​ | ​ | ​ | | 117.6 |

| --- | --- | --- |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| December 31, 2022 | ​ | ​ | $4,081.8 | ​ | ​ | $567.6 | ​ | ​ | $3,125.4 | ​ | ​ | $- | ​ | ​ | $237.9 | ​ | ​ | $8,012.7 | ​ | ​ |

| Segment change (a) | ​ | ​ | 102.3 | ​ | ​ | \- | ​ | ​ | \- | ​ | ​ | 135.6 | ​ | ​ | (237.9) | ​ | ​ | \- | ​ | ​ |

| December 31, 2022 recast | ​ | ​ | 4,184.1 | ​ | ​ | 567.6 | ​ | ​ | 3,125.4 | ​ | ​ | 135.6 | ​ | ​ | \- | ​ | ​ | 8,012.7 | ​ | ​ |

| Effect of foreign currency translation | ​ | | 28.6 | ​ | ​ | 3.1 | ​ | ​ | 33.0 | ​ | ​ | 0.7 | ​ | ​ | \- | ​ | ​ | 65.4 | ​ | ​ |

| (a) | Relates to reclassifications made to reportable segments in the current year. Effective January 1, 2024, the Company’s former Textile Care and Colloidal Technologies Group (“CTG”) operating segments are now part of the Water operating segment which continues to remain in the Global Industrial reportable segment. Additionally, the Pest Elimination operating segment, formerly aggregated with the Textile Care and CTG operating segments within Other, is now reported as the stand-alone Global Pest Elimination reportable segment. After these changes, the Company has eight operating segments aligned with eight reporting units. Refer to Note 18 for further information. |

| 2022 | ​ | $320 | ​ |

| 2023 | | 307 | ​ |

| 2025 | | 293 | ​ |

| 2026 | | 287 | ​ |

| 2027 | | 165 | ​ |

| 2028 | | 157 | ​ |

The amounts owed to a participating financial institution under the Program are not material as of December 31, 2024.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| ASU 2023-07 - Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures | ​ | November 2023 | ​ | The amendments in this ASU are to improve the disclosures about reportable segments and add more detailed information about a reportable segment’s expenses. The amendments in the ASU require public entities to disclose on an annual and interim basis significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, other segment items by reportable segment, the title and position of the CODM, and an explanation of how the CODM uses the reported measures of segment profit or loss in assessing segment performance and deciding how to allocate resources. The ASU does not change the definition of a segment, the method for determining segments, the criteria for aggregating operating segments into reportable segments, or the current specifically enumerated segment expenses that are required to be disclosed. | ​ | January 1, 2024 | ​ | The Company adopted the standard and applied the amendments retrospectively to all periods presented. Adoption of this standard impacted the disclosures within the financial statements, but did not have an impact on the Company's financial position or the results of operations. |

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| Other | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | ​ | 23.5 | ​ |

| Acquisition and integration activities | ​ | ​ | 12.6 | ​ | ​ | ​ | 16.1 | ​ | ​ | ​ | 14.5 | ​ |

| Operating income subtotal | ​ | ​ | (183.6) | ​ | ​ | ​ | 133.9 | ​ | ​ | ​ | 210.4 | ​ |

| Other (income) expense | ​ | ​ | \- | ​ | ​ | ​ | \- | ​ | ​ | ​ | 50.6 | ​ |

In anticipation of this One Ecolab initiative, a limited number of actions were taken in the first and second quarter of 2024.

As a result, the Company reclassified $5.3 million ($4.0 million after tax) from other restructuring to One Ecolab in the third quarter of 2024.

The remaining liability is expected to be paid over a period of a few months to several quarters and will continue to be funded from operating activities.

| ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

_Combined Program_

In November 2022 the Company approved a Europe cost savings program.

In connection with the expanded program (“Combined Program”), the Company expected to incur total pre-tax charges of $195 million ($150 million after tax).

As of December 31, [removed: 2024,] [added: 2025,] we carried out an evaluation, under the supervision and with the participation of our management, including our Chairman and Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 as amended).

Based upon that evaluation, our Chairman and Chief Executive Officer and our Chief Financial Officer concluded that, as of December 31, [removed: 2024,] [added: 2025,] our disclosure controls and procedures were effective.

Refer to page [removed: 48] [added: 47] of this Annual Report for “Management’s Report on Internal Control Over Financial Reporting.”

Report of [added: Independent] Registered Public Accounting Firm

Refer to page [removed: 49] [added: 48] of this Annual Report for the “Report of Independent Registered Public Accounting Firm.”

During the period October 1, [removed: 2024] [added: 2025] through December 31, [removed: 2024] [added: 2025,] there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Information about compliance with Section 16(a) of the Securities Exchange Act of 1934, as amended, is incorporated by reference from the discussion under the heading “Delinquent Section 16(a) Reports” located in the Proxy Statement.

| | ● | Director Compensation for [removed: 2024] [added: 2025] |

A total of [removed: 36,669,046] [added: 34,633,342] shares of Common Stock held by our directors and executive officers, some of whom may be deemed to be “affiliates” of the Company, have been excluded from the computation of market value of our Common Stock on the cover page of this Form 10-K.

This total represents that portion of the shares reported as beneficially owned by our directors and executive officers as of June 30, [removed: 2024] [added: 2025] which are actually issued and outstanding.

Information appearing under the heading entitled “Audit Fees” located in the Proxy Statement is incorporated herein by [removed: reference.][added: reference..]

| ​ | (i) | [Report of Independent Registered Public Accounting Firm](#Item8ReportofCPA). (PCAOB ID 238) | [removed: 49] [added: 48] |

| ​ | (ii) | [Consolidated Statements of Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.](#ConsolidatedStatementsofIncome)] [added: 2023.](#ConsolidatedStatementsofIncome)] | [removed: 51] [added: 50] |

| ​ | (iii) | [Consolidated Statements of Comprehensive Income for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.](#ConsolidatedStatementsofComprehensiveInc)] [added: 2023.](#ConsolidatedStatementsofComprehensiveInc)] | [removed: 52] [added: 51] |

| ​ | (iv) | [Consolidated Balance Sheets at December 31, [removed: 2024] [added: 2025] and [removed: 2023.](#CONSOLIDATEDBALANCESHEET_843105)] [added: 2024.](#CONSOLIDATEDBALANCESHEET_843105)] | [removed: 53] [added: 52] |

| ​ | (v) | [Consolidated Statements of Cash Flows for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.](#ConsolidatedStatementsofCashFlows)] [added: 2023.](#ConsolidatedStatementsofCashFlows)] | [removed: 54] [added: 53] |

| ​ | (vi) | [Consolidated Statements of Equity for the years ended December 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] [added: 2023.](#CONSOLIDATEDSTATEMENTOFEQUITY_341682)] | [removed: 55] [added: 54] |

| ​ | (vii) | [Notes to Consolidated Financial Statements](#NotesToConsolidatedFinancialStatements). | [removed: 56] [added: 55] |

| Exhibit No.: | [added: ​ ​ ​ ​ ​] | Document: | | | | [added: ​ ​ ​] | Method of Filing: |

| (3.1) | ​ | [Restated Certificate of Incorporation of Ecolab Inc., [removed: dated January 2, 2013.](http://www.sec.gov/Archives/edgar/data/31462/000110465913000153/a12-30386_1ex3d2.htm)] [added: as amended and in effect as of May 8, 2025.](https://www.sec.gov/Archives/edgar/data/31462/000155837025007184/ecl-20250507xex3d1.htm)] | | | | ​ | Incorporated by reference to Exhibit [removed: (3.2)] [added: (3.1)] of our Form 8-K, dated [removed: January 2, 2013.] [added: May 9, 2025.] |

| (4.6) | ​ | [removed: [Second] [added: [Fourth] Supplemental Indenture, dated [removed: July 8, 2015, by and among] [added: October 18, 2016, between] Ecolab [removed: Inc.,] [added: Inc. and] Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: Trustee, Elavon Financial Services Limited, UK Branch, as paying agent, and Elavon Financial Services Limited, as transfer agent and registrar.](http://www.sec.gov/Archives/edgar/data/31462/000110465915050312/a15-14642_4ex4d2.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000110465916150736/a16-19670_3ex4d2.htm)] | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated [removed: July 8, 2015.] [added: October 13, 2016.] |

| (4.7) | ​ | [removed: Form] [added: Forms] of [removed: 2.625% Euro] [added: 2.700%] Notes due [removed: 2025.] [added: 2026.] | | | | ​ | Included in Exhibit (4.6) above. |

| [removed: (4.8)] [added: (4.9)] | ​ | [removed: [Fourth] [added: [Seventh] Supplemental Indenture, dated [removed: October 18, 2016,] [added: November 27, 2017,] between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000110465916150736/a16-19670_3ex4d2.htm)] [added: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000155837017009111/ex-4d2.htm)] | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated [removed: October 13, 2016.] [added: November 30, 2017.] |

| [removed: (4.9)] [added: (4.8)] | ​ | Forms of [removed: 2.700% Notes due 2026 and] 3.700% Notes due 2046. | | | | ​ | Included in Exhibit [removed: (4.8)] [added: (4.6)] above. |

| [removed: (4.10)] [added: (4.12)] | ​ | [removed: [Seventh] [added: [Eighth] Supplemental Indenture, dated [removed: November 27, 2017,] [added: March 24, 2020,] between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: Trustee.](http://www.sec.gov/Archives/edgar/data/31462/000155837017009111/ex-4d2.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465920037828/tm2012952d5_ex4-2.htm)] | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form [removed: 8-K, dated November 30, 2017.] [added: 8-K filed on March 24, 2020.] |

| [removed: (4.11)] [added: (4.10)] | ​ | Form of 3.250% Notes due 2027. | | | | ​ | Included in Exhibit [removed: (4.10)] [added: (4.9)] above. |

| [removed: (4.12)] [added: (4.11)] | ​ | Form of 3.950% Notes due 2047. | | | | ​ | Included in Exhibit [removed: (4.10)] [added: (4.9)] above. |

| [removed: (4.13)] [added: (4.14)] | ​ | [removed: [Eighth] [added: [Ninth] Supplemental Indenture, dated [removed: March 24,] [added: August 13,] 2020, between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465920037828/tm2012952d5_ex4-2.htm)] [added: Trustee](https://www.sec.gov/Archives/edgar/data/31462/000110465920094714/tm2026912d5_ex4-2.htm).] | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on [removed: March 24,] [added: August 13,] 2020. |

| [removed: (4.14)] [added: (4.13)] | ​ | Form of 4.800% Notes due 2030. | | | | ​ | Included in Exhibit [removed: (4.13)] [added: (4.12)] above. |

| [removed: (4.15)] [added: (4.17)] | ​ | [removed: [Ninth] [added: [Tenth] Supplemental Indenture, dated August [removed: 13, 2020,] [added: 18, 2021,] between Ecolab Inc. and Computershare Trust Company, N.A. (as successor to Wells Fargo Bank, National Association), as [removed: Trustee](https://www.sec.gov/Archives/edgar/data/31462/000110465920094714/tm2026912d5_ex4-2.htm).] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021011959/ecl-20210809xex4d2.htm)] | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on August [removed: 13, 2020.] [added: 19, 2021.] |

| [removed: (4.16)] [added: (4.15)] | ​ | Form of 1.300% Notes due 2031. | | | | ​ | Included in Exhibit [removed: (4.15)] [added: (4.14)] above. |

| [removed: (4.17)] [added: (4.16)] | ​ | Form of 2.125% Notes due 2050. | | | | ​ | Included in Exhibit [removed: (4.15)] [added: (4.14)] above. |

| [removed: (4.18)] [added: (4.19)] | ​ | [removed: [Tenth] [added: [Eleventh] Supplemental Indenture, dated [removed: August 18,] [added: December 15,] 2021, between Ecolab Inc. and Computershare Trust Company, [removed: N.A. (as successor to Wells Fargo Bank, National Association),] [added: N.A.,] as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021011959/ecl-20210809xex4d2.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021016826/ecl-20211215xex4d2.htm)] | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on [removed: August 19,] [added: December 15,] 2021. |

| [removed: (4.19)] [added: (4.18)] | ​ | Form of 2.750% Notes due 2055. | | | | ​ | Included in Exhibit [removed: (4.18)] [added: (4.17)] above. |

| [removed: (4.20)] [added: (4.23)] | ​ | [removed: [Eleventh] [added: [Twelfth] Supplemental Indenture, dated [removed: December 15, 2021,] [added: as of November 17, 2022,] between Ecolab Inc. and Computershare Trust Company, N.A., as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/0000031462/000155837021016826/ecl-20211215xex4d2.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000155837022018040/ecl-20221117xex4d2.htm)] | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K filed on [removed: December 15, 2021.] [added: November 17, 2022.] |

| [removed: (4.21)] [added: (4.20)] | ​ | Form of 1.650% Notes due 2027. | | | | ​ | Included in Exhibit [removed: (4.20)] [added: (4.19)] above. |

| [removed: (4.22)] [added: (4.21)] | ​ | Form of 2.125% Notes due 2032. | | | | ​ | Included in Exhibit [removed: (4.20)] [added: (4.19)] above. |

| [removed: (4.23)] [added: (4.22)] | ​ | Form of 2.700% Notes due 2051. | | | | ​ | Included in Exhibit [removed: (4.20)] [added: (4.19)] above. |

| [removed: (4.24)] [added: (4.25)] | ​ | [removed: [Twelfth] [added: [Thirteenth] Supplemental Indenture, dated as of [removed: November 17, 2022,] [added: June 5, 2025,] between Ecolab Inc. and Computershare Trust Company, N.A., as [removed: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000155837022018040/ecl-20221117xex4d2.htm)] [added: Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465925056841/tm2517075d1_ex4-2.htm)] | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form [removed: 8-K filed on November 17, 2022.] [added: 8-K, dated June 5, 2025.] |

| [removed: (4.25)] [added: (4.24)] | ​ | Form of 5.250% Notes due 2028. | | | | ​ | Included in Exhibit [removed: (4.24)] [added: (4.23)] above. |

| [removed: (4.27)] [added: (4.29)] | ​ | [Description of [removed: Securities.](https://www.sec.gov/Archives/edgar/data/31462/000155837025001263/ecl-20241231xex4d27.htm)] [added: Securities.](https://www.sec.gov/Archives/edgar/data/31462/000110465926018357/ecl-20251231xex4d29.htm)] | | | | ​ | Filed herewith electronically. |

| (10.1) | ​ | [removed: (i) | [Third] [added: [Fourth] Amended and Restated [removed: $2.0 billion 5-Year Revolving] [added: Multicurrency] Credit [removed: Facility,] [added: Agreement,] dated as of [removed: April 16, 2021,] [added: March 24, 2025,] among Ecolab Inc., the lenders party thereto, the issuing lenders party thereto, [added: and] Bank of America, N.A., as administrative agent and swing line [removed: bank, and Citibank, N.A., JPMorgan Chase Bank, N.A. and MUFG Bank, Ltd., as co-syndication agents.](https://www.sec.gov/Archives/edgar/data/31462/000155837021004502/ecl-20210416xex10d01.htm)] [added: bank.](https://www.sec.gov/Archives/edgar/data/31462/000155837025004012/ecl-20250324xex10d1.htm)] | | | [added: |] ​ | Incorporated by reference to Exhibit (10.1) of our Form 8-K, dated [removed: April 20, 2021.] [added: March 28, 2025.] |

| (10.7) | † | (i) | [Ecolab Supplemental Executive Retirement Plan, as amended and restated, effective as of January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d7.htm) | | | ​ | Incorporated by reference to Exhibit [removed: (10.7)(i)] [added: (10.7)] of our Form 10-K Annual Report for the year ended December 31, 2021. |

| (10.8) | † | (i) | [Ecolab Mirror Savings Plan, as amended and restated, effective as of January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d8.htm) | | | ​ | Incorporated by reference to Exhibit [removed: (10.8)(i)] [added: (10.8)] of our Form 10-K Annual Report for the year ended December 31, 2021. |

| (10.9) | † | (i) | [Ecolab Mirror Pension Plan, as amended and restated, effective as of January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d9.htm) | | | ​ | Incorporated by reference to Exhibit [removed: (10.9)(i)] [added: (10.9)] of our Form 10-K Annual Report for the year ended December 31, 2021. |

| (10.10) | † | (i) | [Ecolab Inc. Administrative Document for Non-Qualified Plans, as amended and restated, effective as of January 1, 2022.](https://www.sec.gov/Archives/edgar/data/31462/000155837022002059/ecl-20211231xex10d10.htm) | | | ​ | Incorporated by reference to Exhibit [removed: (10.10)(i)] [added: (10.10)] of our Form 10-K Annual Report for the year ended December 31, 2021. |

| (10.12) | † | [Description of Ecolab Management Incentive Plan.](https://www.sec.gov/Archives/edgar/data/31462/000155837025001263/ecl-20241231xex10d12.htm) | | | | ​ | [removed: Filed herewith electronically.] [added: Incorporated by reference to Exhibit (10.12) of our Form 10-K Annual Report for the year ended December 31, 2024.] |

| ​ | † | (ii) | [Amendment No. 1 to Ecolab Inc. 2023 Stock Incentive Plan, adopted December 4, 2024.](https://www.sec.gov/Archives/edgar/data/31462/000155837025001263/ecl-20241231xex10d14ii.htm) | | | ​ | [removed: Filed herewith electronically.] [added: Incorporated by reference to Exhibit (10.14)(ii) of our Form 10-K Annual Report for the year ended December 31, 2024.] |

| (19.1) | † | [Ecolab Inc. Global Insider Trading Policy, effective December 5, 2024.](https://www.sec.gov/Archives/edgar/data/31462/000155837025001263/ecl-20241231xex19d1.htm) | | | | ​ | [removed: Filed herewith electronically.] [added: Incorporated by reference to Exhibit (19.1) of our Form 10-K Annual Report for the year ended December 31, 2024.] |

| (21.1) | ​ | [List of [removed: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/31462/000155837025001263/ecl-20241231xex21d1.htm)] [added: Subsidiaries.](https://www.sec.gov/Archives/edgar/data/31462/000110465926018357/ecl-20251231xex21d1.htm)] | | | | ​ | Filed herewith electronically. |

| (23.1) | ​ | [Consent of Independent Registered Public Accounting [removed: Firm.](https://www.sec.gov/Archives/edgar/data/31462/000155837025001263/ecl-20241231xex23d1.htm)] [added: Firm.](https://www.sec.gov/Archives/edgar/data/31462/000110465926018357/ecl-20251231xex23d1.htm)] | | | | ​ | Filed herewith electronically. |

| Exhibit No.: | ​ ​ ​ ​ ​ | Document: | | | | ​ ​ ​ | Method of Filing: |

| Exhibit No.: | ​ ​ ​ ​ ​ | Document: | | | | ​ ​ ​ | Method of Filing: |

| (4.26) | ​ | Form of 4.300% Notes due 2028. | | | | ​ | Included in Exhibit (4.25) above. |

| (4.27) | ​ | [Fourteenth Supplemental Indenture, dated as of August 27, 2025, between Ecolab Inc. and Computershare Trust Company, N.A., as Trustee.](https://www.sec.gov/Archives/edgar/data/31462/000110465925084059/tm2523475d5_ex4-2.htm) | | | | ​ | Incorporated by reference to Exhibit (4.2) of our Form 8-K, dated August 27, 2025. |

| (4.28) | ​ | Form of 5.000% Notes due 2035. | | | | ​ | Included in Exhibit (4.27) above. |

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| Exhibit No.: | ​ ​ ​ ​ ​ | Document: | | | | ​ ​ ​ | Method of Filing: |

| ​ | † | (iii) | [Declaration of Amendment No. 2, dated December 4, 2025, to Ecolab Inc. 2001 Non-Employee Director Stock Option and Deferred Compensation Plan, as amended and restated, effective as of August 1, 2023.](https://www.sec.gov/Archives/edgar/data/31462/000110465926018357/ecl-20251231xex10diii.htm) | | | ​ | Filed herewith electronically. |

| ​ | † | (iv) | [Sample form of Master Agreement Relating to Periodic Options.](https://www.sec.gov/Archives/edgar/data/31462/000110465926018357/ecl-20251231xex10div.htm) | | | ​ | Filed herewith electronically. |

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| Exhibit No.: | ​ ​ ​ ​ ​ | Document: | | | | ​ ​ ​ | Method of Filing: |

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| Exhibit No.: | ​ ​ ​ ​ ​ | Document: | | | | ​ ​ ​ | Method of Filing: |

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| ​ | ​ | (ii) | [First Amendment, dated as of March 17, 2023, to the Third Amended and Restated Multicurrency Credit Agreement dated as of April 16, 2021, among Ecolab Inc., the banks from time to time party thereto and Bank of America, N.A., as Agent.](https://www.sec.gov/Archives/edgar/data/31462/000155837023008089/ecl-20230331xex10d1.htm) | | | ​ | Incorporated by reference to Exhibit (10.1) of our Form 10-Q, for the quarter ended March 31, 2023. |

| ​ | † | (iii) | [Master Agreement Relating to Periodic Options, as amended, effective as of May 1, 2004.](http://www.sec.gov/Archives/edgar/data/31462/000110465904022969/a04-8578_1ex10ddii.htm) | | | ​ | Incorporated by reference to Exhibit (10)D(ii) of our Form 10-Q for the quarter ended June 30, 2004. |

| ​ | † | (iv) | [Amendment No. 1 to Master Agreement Relating to Periodic Options, as amended, effective as of May 2, 2008.](http://www.sec.gov/Archives/edgar/data/31462/000110465908067172/a08-25337_1ex10db.htm) | | | ​ | Incorporated by reference to Exhibit (10)B of our Form 10-Q for the quarter ended September 30, 2008. |

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Ecolab Inc. has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the [removed: 21st] [added: 23rd] day of February, [removed: 2025.][added: 2026.]

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Ecolab Inc. and in the capacities indicated, on the [removed: 21st] [added: 23rd] day of February, [removed: 2025.][added: 2026.]

| Judson B. Althoff, Shari L. Ballard, [added: Michel D. Doukeris,] Eric M. Green, [added: Marion K. Gross,] Michael Larson, David W. MacLennan, Tracy B. McKibben, Lionel L. Nowell, III, Victoria J. Reich, Suzanne M. [removed: Vautrinot] [added: Vautrinot, Julie P. Whalen] and John J. Zillmer | ​ | ​ |