ECL

• Reported diluted EPS was $1.90, up 3%, while adjusted diluted EPS was $2.09, up 11%.
• Reported operating income margin was 17.2%, and organic operating income margin was 18.8%, up 40 basis points.
• The company raised its 2026 adjusted diluted EPS outlook to $8.05-$8.25, up 7%-10% from prior guidance of $8.03-$8.23.
• For Q3 2026, Ecolab expects adjusted diluted EPS in the range of $2.13-$2.23, up 3%-8%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The notes were sold to underwriters led by Citigroup, Barclays, BofA Securities, and Wells Fargo Securities under an underwriting agreement dated May 19, 2026.
• Net proceeds will fund the acquisition of Frigeo Holdings LLC (CoolIT Systems) and for general corporate purposes, including repaying commercial paper or other debt.
• If the CoolIT Systems acquisition is not completed by September 16, 2026 (or a later extended date), or if the merger agreement is terminated, the 2029, 2031, and 2033 notes are subject to special mandatory redemption at 101% of principal plus accrued interest.
• The notes were offered under Ecolab's automatic shelf registration statement on Form S-3 (No. 333-293635), effective February 23, 2026.

8.01 Other Events · 9.01 Financial Statements and Exhibits

• On May 7, 2026, Ecolab's Board elected Bryce L. Mewhorter as Senior Vice President and Corporate Controller, and principal accounting officer, effective the day after the Company files its Q2 2026 Form 10-Q.
• Mewhorter, 51, has been with Ecolab since 1998 and currently serves as Senior Vice President of Finance Global Water, a role he has held since 2019.
• Mewhorter will participate in the Company's regular compensation arrangements for executive officers; no transactions requiring Item 404(a) disclosure were reported.
• At the May 7, 2026 Annual Meeting, all 13 director nominees were elected, and stockholders approved advisory say-on-pay and ratified PricewaterhouseCoopers as auditor, but rejected an independent board chair proposal.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 5.07 Submission of Matters to a Vote of Security Holders

• Reported diluted EPS was $1.52, up 8%; adjusted diluted EPS was $1.70, up 13% from $1.50.
• Reported operating income margin was 15.3%; adjusted operating income margin rose 70 bps to 16.7%.
• Ecolab maintains 2026 adjusted diluted EPS outlook of $8.43-$8.63, +12%-15%, excluding the pending CoolIT Systems acquisition.
• For Q2 2026, Ecolab expects adjusted diluted EPS of $2.02-$2.12, +7%-12%, reflecting a transition period as energy surcharge benefits build.
• Global Life Sciences organic sales grew 11%, with bioprocessing sales more than doubling; Ecolab Digital sales grew 24% to $99 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The facility is with various financial institutions, with Citibank, N.A. as administrative agent.
• Proceeds are restricted to financing the acquisition of Frigeo Holdings LLC and repaying certain of its existing indebtedness, plus related fees and expenses.
• The acquisition is pursuant to an Agreement and Plan of Merger dated March 20, 2026, among Ecolab, its subsidiary Ecolab U.S. 15 LLC, Frigeo, and KKR Frigeo Aggregator L.P.
• The credit agreement includes a financial covenant requiring a minimum interest expense coverage ratio and customary conditions, events of default, and covenants.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• The former Light & Heavy segment was split into Heavy Water, Light Water, and High-Tech, all within Global Water, bringing the total to nine operating segments.
• 2025 GAAP net sales were $16,081.2 million, up from $15,741.4 million in 2024; GAAP operating income was $2,737.6 million, down from $2,802.4 million.
• At 2026 fixed currency rates, 2025 segment net sales were $16,298.4 million and operating income was $2,786.9 million.
• The exhibits include quarterly 2025 data, with fourth-quarter GAAP net sales of $4,196.0 million and operating income of $712.0 million.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Ecolab will pay approximately $4.75 billion in cash at closing, subject to customary adjustments, representing 29x and 24x estimated next 12-month and 2027 adjusted EBITDA.
• CoolIT is expected to generate approximately $550 million in sales over the next 12 months and will double Ecolab's Global High-Tech market opportunity from $5 billion to $10 billion.
• The acquisition is expected to accelerate Global Water's organic sales growth rate by 2% and Ecolab's total organic sales growth rate by 1%, beginning one year after closing.
• Ecolab expects Q1 2026 adjusted diluted EPS of $1.69-$1.71 (up 13%-14% YoY) and full-year 2026 adjusted diluted EPS of $8.43-$8.63 (up 12%-15% YoY), excluding CoolIT impact.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Mr. Beck, 58, will continue as Chairman and CEO while adding the President role; he has been CEO since 2021 and Chairman since 2022.
• Mr. Brown, 62, currently President and COO, will relocate to Sydney, Australia, and receive an annualized base salary of AU$1,300,000 (about $876,200), a 105% target cash incentive, and a $2,500,000 long-term incentive award.
• Mr. Cook, 57, currently EVP and President – Institutional Group, will receive an annualized base salary of $750,000, a 105% target cash incentive, and a $2,200,000 long-term incentive award.
• The company issued a news release on February 25, 2026, announcing the appointments, and no related party transactions requiring disclosure were reported.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 9.01 Financial Statements and Exhibits