8-K
ECOLAB INC. (ECL)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) March 27, 2026
ECOLAB INC.
(Exact name of registrant as specified in its charter)
| | | | | |
|---|---|---|---|---|
| Delaware | | 1-9328 | | 41-0231510 |
| (State or other jurisdiction<br>of incorporation) | | (Commission<br>File No.) | | (IRS Employer<br>Identification No.) |
| | | | | |
|---|---|---|---|---|
| 1 Ecolab Place , Saint Paul , Minnesota | | | | 55102 |
| (Address of principal executive offices) | | | | (Zip Code) |
| | | |
|---|---|---|
| Registrant’s telephone number, including area code 1- 800 - 232-6522 |
(Not applicable)
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| <br><br><br><br> | | | | |
|---|---|---|---|---|
| Title of each class | | Trading symbol(s) | | Name of each exchange on which registered |
| Common Stock, $1.00 par value | | ECL | | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02 Results of Operations and Financial Condition.
Ecolab Inc. (“Ecolab” or the “Company”) is providing as an exhibit to this Current Report on Form 8-K a table (Exhibit 99.1) with supplemental unaudited reportable segment information for the years ended December 31, 2025 and December 31, 2024 reflecting international operations at the fixed currency exchange rates established by Company management at the beginning of 2026. The exhibit also reflects changes to the Company’s segment reporting structure, including the movement of certain customers and cost allocations effective in the first quarter of 2026.
The Company’s organizational structure consists of global business unit and market-based leadership teams. The Company’s operating segments follow its commercial and product-based activities and are based on engagement in business activities, availability of discrete financial information and review of operating results by the Chief Operating Decision Maker at the identified operating segment level. Effective January 1, 2026, the Company’s former Light & Heavy operating segment was divided into three new operating segments, Heavy Water, Light Water and High-Tech, which continue to remain in the Global Water reportable segment. After these changes, the Company has nine operating segments.
The Company is also providing a table (Exhibit 99.2) with supplemental unaudited reportable segment information for each of the four quarters of 2025 and for the twelve months ended December 31, 2025, reflecting the changes noted above. Ecolab also will publish the attached exhibits on its website located at www.ecolab.com.
The financial information in the tables represents a supplemental presentation of certain of Ecolab’s 2025 and 2024 reportable segment information as explained in this Current Report on Form 8-K and is not intended to replace the presentation of such information in Ecolab’s Quarterly Reports on Form 10-Q filed with respect to the first, second and third quarters of 2025 and Ecolab’s Annual Reports on Form 10-K filed with respect to the fiscal years ended December 31, 2025 and December 31, 2024.
The information in this Current Report on Form 8-K, including the exhibits attached hereto, is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section and shall not be deemed incorporated by reference into any registration statement or other document filed with the Securities and Exchange Commission, except as shall be expressly set forth by specific reference in such a filing.
2
Item 9.01 Financial Statements and Exhibits.
| (d) | Exhibits. |
|---|
The following exhibits are furnished pursuant to Item 2.02 of Form 8-K and should not be deemed to be “filed” under the Securities Exchange Act of 1934.
| | | | | | |
|---|---|---|---|---|---|
| Exhibit No. | | Description | | Method Of Filing | |
| | | | | | |
| (99.1) | | Supplemental Reportable Segment Information and Non-GAAP Reconciliation (unaudited). | | Filed herewith electronically. | |
| | | | | | |
| (99.2) | | Supplemental Reportable Segment Information and Non-GAAP Reconciliation 2025 Revised Segment Data at 2026 Fixed Currency Exchange Rates (unaudited). | | Filed herewith electronically. | |
| | | | | | |
| (104) | | Cover Page Interactive Data File. | | Embedded within the Inline XBRL document. | |
3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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|---|---|---|
| | ECOLAB INC. | |
| | | |
| | | |
| Date: March 27, 2026 | By: | /s/ Youhao Dong |
| | | Youhao Dong |
| | | Assistant Secretary |
Exhibit 99.1
ECOLAB INC.
SUPPLEMENTAL REPORTABLE SEGMENT INFORMATION
AND NON-GAAP RECONCILIATION ****
(unaudited)
| | | | | | | | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Year ended December 31 (millions) | | 2025 | | 2024 | ||||||||||||
| | | | | | | Fixed | | | | | | | | Fixed | | |
| | | | | | | Currency | | | | | | | | Currency | | |
| | | Values at | | | | Rate | | Values at | | Values at | | | | Rate | | Values at |
| | | 2025 Rates | | Other | | Change | | 2026 Rates | | 2025 Rates | | Other | | Change | | 2026 Rates |
| Net Sales | | | | | | | | | | | | | | | | |
| Global Water | | $7,679.9 | | $ - | | $427.8 | | $8,107.7 | | $7,483.4 | | $ - | | $420.4 | | $7,903.8 |
| Global Institutional & Specialty | | 5,962.0 | | - | | 202.8 | | 6,164.8 | | 5,979.4 | | - | | 207.9 | | 6,187.3 |
| Global Pest Elimination | | 1,219.2 | | - | | 39.6 | | 1,258.8 | | 1,140.1 | | - | | 37.7 | | 1,177.8 |
| Global Life Sciences | | 706.1 | | - | | 61.0 | | 767.1 | | 670.5 | | - | | 59.4 | | 729.9 |
| Subtotal at fixed currency rates | | 15,567.2 | | - | | 731.2 | | 16,298.4 | | 15,273.4 | | - | | 725.4 | | 15,998.8 |
| Effect of foreign currency translation | | 514.0 | | - | | (731.2) | | (217.2) | | 468.0 | | - | | (725.4) | | (257.4) |
| Total reported GAAP net sales | | $16,081.2 | | $ - | | $ - | | $16,081.2 | | $15,741.4 | | $ - | | $ - | | $15,741.4 |
| | | | | | | | | | | | | | | | | |
| Cost of Sales | | | | | | | | | | | | | | | | |
| Global Water | | $4,585.9 | | ($2.3) | | $254.5 | | $4,838.1 | | $4,470.9 | | ($1.2) | | $246.9 | | $4,716.6 |
| Global Institutional & Specialty | | 2,977.7 | | 0.7 | | 109.6 | | 3,088.0 | | 3,131.0 | | 0.8 | | 113.6 | | 3,245.4 |
| Global Pest Elimination | | 686.3 | | 0.1 | | 21.4 | | 707.8 | | 639.8 | | 0.1 | | 20.2 | | 660.1 |
| Global Life Sciences | | 382.6 | | 1.5 | | 29.0 | | 413.1 | | 382.6 | | 0.3 | | 30.4 | | 413.3 |
| Corporate | | 7.7 | | - | | - | | 7.7 | | 5.2 | | - | | 0.1 | | 5.3 |
| Total at fixed currency rates | | $8,640.2 | | $ - | | $414.5 | | $9,054.7 | | $8,629.5 | | $ - | | $411.2 | | $9,040.7 |
| | | | | | | | | | | | | | | | | |
| Selling, General and Administrative Expenses | | | | | | | | | | | | | | | | |
| Global Water | | $1,830.1 | | $3.1 | | $78.9 | | $1,912.1 | | $1,805.3 | | $4.3 | | $80.7 | | $1,890.3 |
| Global Institutional & Specialty | | 1,626.5 | | (1.3) | | 53.5 | | 1,678.7 | | 1,646.2 | | (2.8) | | 53.8 | | 1,697.2 |
| Global Pest Elimination | | 295.8 | | 0.4 | | 10.2 | | 306.4 | | 290.6 | | (0.1) | | 9.9 | | 300.4 |
| Global Life Sciences | | 202.8 | | (2.2) | | 9.3 | | 209.9 | | 196.1 | | (1.4) | | 9.5 | | 204.2 |
| Corporate | | 195.2 | | - | | 4.2 | | 199.4 | | 195.6 | | - | | 4.2 | | 199.8 |
| Total at fixed currency rates | | $4,150.4 | | $ - | | $156.1 | | $4,306.5 | | $4,133.8 | | $ - | | $158.1 | | $4,291.9 |
| | | | | | | | | | | | | | | | | |
| Special (Gains) and Charges | | | | | | | | | | | | | | | | |
| Corporate | | $150.3 | | $ - | | $ - | | $150.3 | | ($188.7) | | $ - | | $ - | | ($188.7) |
| Total at fixed currency rates | | $150.3 | | $ - | | $ - | | $150.3 | | ($188.7) | | $ - | | $ - | | ($188.7) |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| Operating Income | | | | | | | | | | | | | | | | |
| Global Water | | $1,263.9 | | ($0.8) | | $94.4 | | $1,357.5 | | $1,207.2 | | ($3.1) | | $92.8 | | $1,296.9 |
| Global Institutional & Specialty | | 1,357.8 | | 0.6 | | 39.7 | | 1,398.1 | | 1,202.2 | | 2.0 | | 40.5 | | 1,244.7 |
| Global Pest Elimination | | 237.1 | | (0.5) | | 8.0 | | 244.6 | | 209.7 | | - | | 7.6 | | 217.3 |
| Global Life Sciences | | 120.7 | | 0.7 | | 22.7 | | 144.1 | | 91.8 | | 1.1 | | 19.5 | | 112.4 |
| Corporate | | (353.2) | | - | | (4.2) | | (357.4) | | (12.1) | | - | | (4.3) | | (16.4) |
| Subtotal at fixed currency rates | | 2,626.3 | | - | | 160.6 | | 2,786.9 | | 2,698.8 | | - | | 156.1 | | 2,854.9 |
| Effect of foreign currency translation | | 111.3 | | - | | (160.6) | | (49.3) | | 103.6 | | - | | (156.1) | | (52.5) |
| Total reported GAAP operating income | | $2,737.6 | | $ - | | $ - | | $2,737.6 | | $2,802.4 | | $ - | | $ - | | $2,802.4 |
Notes:
We evaluate the performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. The "Fixed Currency Rate Change” columns in the table above reflect international operations at fixed currency exchange rates established by management at the beginning of 2026, rather than the 2025 established rates. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported within the "Effect of foreign currency translation" rows in the table above for net sales and operating income.
The “Other” columns in the table above reflect immaterial changes between reportable segments, including the movement of certain customers and cost allocations.
The above table includes financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”), including fixed currency sales, fixed currency cost of sales, fixed currency selling, general and administrative expenses, fixed currency special (gains) and charges, and fixed currency operating income. We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the GAAP measures included in the table.
Exhibit 99.2
ECOLAB INC.
SUPPLEMENTAL REPORTABLE SEGMENT INFORMATION AND NON-GAAP RECONCILIATION
2025 REVISED SEGMENT DATA AT 2026 FIXED CURRENCY EXCHANGE RATES
(unaudited)
| | | | | | | | | | | |
|---|---|---|---|---|---|---|---|---|---|---|
| (millions) | | 2025 | ||||||||
| | | First Quarter | | Second Quarter | | Third Quarter | | Fourth Quarter | | Twelve Months |
| | | Ended | | Ended | | Ended | | Ended | | Ended |
| | | March 31 | | June 30 | | September 30 | | December 31 | | December 31 |
| Net Sales | | | | | | | | | | |
| Global Water | | $1,899.5 | | $2,014.9 | | $2,061.0 | | $2,132.3 | | $8,107.7 |
| Global Institutional & Specialty | 1,454.8 | | 1,562.5 | | 1,596.0 | | 1,551.5 | | 6,164.8 | |
| Global Pest Elimination | | 287.4 | | 321.2 | | 332.7 | | 317.5 | | 1,258.8 |
| Global Life Sciences | 181.4 | | 191.4 | | 185.2 | | 209.1 | | 767.1 | |
| Subtotal at fixed currency rates | 3,823.1 | | 4,090.0 | | 4,174.9 | | 4,210.4 | | 16,298.4 | |
| Effect of foreign currency translation | (128.1) | | (64.8) | | (9.9) | | (14.4) | | (217.2) | |
| Total reported GAAP net sales | $3,695.0 | | $4,025.2 | | $4,165.0 | | $4,196.0 | | $16,081.2 | |
| | | | | | | | | | | |
| Cost of Sales | | | | | | | | | | |
| Global Water | | $1,131.1 | | $1,206.1 | | $1,226.9 | | $1,274.0 | | $4,838.1 |
| Global Institutional & Specialty | 731.4 | | 769.4 | | 794.0 | | 793.2 | | 3,088.0 | |
| Global Pest Elimination | | 166.9 | | 181.6 | | 184.3 | | 175.0 | | 707.8 |
| Global Life Sciences | 97.4 | | 100.1 | | 100.7 | | 114.9 | | 413.1 | |
| Corporate | 4.8 | | 2.5 | | 0.3 | | 0.1 | | 7.7 | |
| Total at fixed currency rates | $2,131.6 | | $2,259.7 | | $2,306.2 | | $2,357.2 | | $9,054.7 | |
| | | | | | | | | | | |
| Selling, General and Administrative Expenses | | | | | | | | | | |
| Global Water | | $489.7 | | $479.1 | | $476.2 | | $467.1 | | $1,912.1 |
| Global Institutional & Specialty | 415.0 | | 425.0 | | 425.7 | | 413.0 | | 1,678.7 | |
| Global Pest Elimination | | 72.8 | | 77.1 | | 78.9 | | 77.6 | | 306.4 |
| Global Life Sciences | 53.0 | | 51.1 | | 50.7 | | 55.1 | | 209.9 | |
| Corporate | 49.6 | | 49.2 | | 50.2 | | 50.4 | | 199.4 | |
| Total at fixed currency rates | $1,080.1 | | $1,081.5 | | $1,081.7 | | $1,063.2 | | $4,306.5 | |
| | | | | | | | | | | |
| Special (Gains) and Charges | | | | | | | | | | |
| Corporate | $29.1 | | $24.3 | | $24.3 | | $72.6 | | $150.3 | |
| Total at fixed currency rates | $29.1 | | $24.3 | | $24.3 | | $72.6 | | $150.3 | |
| | | | | | | | | | | |
| Operating Income | | | | | | | | | | |
| Global Water | | $278.7 | | $329.7 | | $357.9 | | $391.2 | | $1,357.5 |
| Global Institutional & Specialty | 308.4 | | 368.1 | | 376.3 | | 345.3 | | 1,398.1 | |
| Global Pest Elimination | | 47.7 | | 62.5 | | 69.5 | | 64.9 | | 244.6 |
| Global Life Sciences | 31.0 | | 40.2 | | 33.8 | | 39.1 | | 144.1 | |
| Corporate | (83.5) | | (76.0) | | (74.8) | | (123.1) | | (357.4) | |
| Subtotal at fixed currency rates | 582.3 | | 724.5 | | 762.7 | | 717.4 | | 2,786.9 | |
| Effect of foreign currency translation | (27.0) | | (14.4) | | (2.5) | | (5.4) | | (49.3) | |
| Total reported GAAP operating income | $555.3 | | $710.1 | | $760.2 | | $712.0 | | $2,737.6 |
Notes:
We evaluate the performance of our non-U.S. dollar functional currency international operations based on fixed currency exchange rates, which eliminate the impact of exchange rate fluctuations on our international operations. Fixed currency amounts are updated annually at the beginning of each year based on translation into U.S. dollars at foreign currency exchange rates established by management, with all periods presented using such rates. The difference between the fixed currency exchange rates and the actual currency exchange rates is reported within the "Effect of foreign currency translation" rows in the table above for net sales and operating income.
The table also reflects the other immaterial changes between reportable segments noted in Exhibit 99.1 including the movement of certain customers and cost allocations. The above table includes financial measures that have not been calculated in accordance with accounting principles generally accepted in the U.S. (“GAAP”), including fixed currency sales, fixed currency cost of sales, fixed currency selling, general and administrative expenses, fixed currency special (gains) and charges, and fixed currency operating income. We provide these measures as additional information regarding our operating results. We use these non-GAAP measures internally to evaluate our performance and in making financial and operational decisions, including with respect to incentive compensation. We believe that our presentation of these measures provides investors with greater transparency with respect to our results of operations and that these measures are useful for period-to-period comparison of results. These non-GAAP financial measures are not in accordance with, or an alternative to, GAAP and may be different from non-GAAP measures used by other companies. Investors should not rely on any single financial measure when evaluating our business. We recommend that investors view these measures in conjunction with the GAAP measures included in the table.