8-K - MTD - Equibles

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):	October 21, 2025

Mettler Toledo International Inc

(Exact name of registrant as specified in its charter)

Delaware	File No.	001-13595	13-3668641
(State or other jurisdiction<br><br>of incorporation)	(Commission File Number)		(IRS Employer Identification No.)	1900 Polaris Parkway
---	---	---	---
Columbus	OH
and<br><br>Im Langacher, P.O. Box MT-100<br><br>CH Greifensee, Switzerland		43240	and 8606
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11

(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:

☐	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:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, $0.01 par value	MTD	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 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 21, 2025, Mettler-Toledo International Inc. (the “Company”) and Marc de La Guéronnière (the “Executive”) entered into an amendment (the “Amendment”) to the Executive’s existing employment agreement, dated January 27, 2011. The Amendment contemplates that the 2026 calendar year will be a transition year in advance of the Executive’s potential retirement at the end of 2026. Accordingly, the Amendment provides that the Executive will provide services to the Company in 2026 at fifty percent of the rate of his prior full-time commitment and that his duties may be transitioned to other employees from time to time during the year.

Pursuant to the Amendment, the Executive’s annual base salary will be adjusted to EUR 140,000 gross per annum for 2026 (subject to adjustment in April 2026). The Amendment further provides that for 2026, the Executive will be eligible to participate in the same bonus plan that he participated in during 2025, subject to a fifty percent pro rata payout (if the bonus plan has a payout) of his adjusted base salary for 2026 (taking into account any discretionary increase in base salary). Further, the Amendment provides that for 2026 the Executive will be eligible for an additional bonus of EUR 150,000, payment of which will be based on the successful transition of the Executive’s duties and responsibilities (as determined by the Company) and which will be payable, to the extent earned, in January 2027. The Executive acknowledges in the Amendment that he will not be receiving additional equity compensation grants from the Company in 2026, but that he will continue to vest in the ordinary course in prior grants during his employment.

The description of the Amendment is qualified in its entirety by reference to the full text of the Amendment, a copy of which is attached to this report as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.	Description
10.1	Amendment, dated October 21, 2025, to that certain Employment Agreement, dated January 27, 2011, by and between Mettler-Toledo International Inc. and Marc de La Guéronnière.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).*
	*Submitted electronically with this Report in accordance with the provisions of Regulation S-T.

SIGNATURES

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.

	METTLER-TOLEDO INTERNATIONAL INC.
Date: October 23, 2025	By:	/s/ Michelle M. Roe
		Michelle M. Roe
		Chief Legal Officer

Document

FOR IMMEDIATE RELEASE	Exhibit 10.1

PERSONAL / CONFIDENTIAL

Mr. Marc de La Guéronnière

Amendment to Employment Agreement

between Mettler-Toledo International Inc., Greifensee Branch, Im Langacher, 8606 Greifensee, Switzerland (the “Company”), and Marc de La Guéronnière born January 5, 1964, citizen of France (hereinafter “employee” and together with the Company, the “parties”).

The parties previously entered into an employment agreement, dated January 27, 2011 (the “Original Agreement”) and, upon the employee’s request, have discussed and agreed upon the condition under which the employee’s transition into retirement could be organized. In order to document the agreement of the parties with respect to the 2026 calendar year (which will be a transition period with respect to employee’s duties and responsibilities in advance of employee’s potential retirement, the parties are entering into this Amendment to Employment Agreement on the terms and conditions set forth below, which amends, effective as of the date hereof, the Original Agreement. At this date, it is contemplated that the employee will ask for retirement effective December 31, 2026 (the “Contemplated Retirement Date”). This Amendment to Employment Agreement satisfies the termination notice provision of the Original Agreement.

Function	Head of North American Market Organization; Head of Sales, Marketing and Service Excellence; and Member of the Group Management Committee (GMC); it being agreed by the parties that employee’s duties and responsibilities may be transitioned to others from time to time during 2026 in connection with transition described above.
Employing Company/Position Location	Mettler-Toledo SAS, Viroflay, France (MT-F}. The principal place of work is Paris. Given the international presence of the company, employee's duties will require regular business travel to the Group's various locations, in particular throughout Europe. <br><br>If not otherwise stipulated in this Amendment to Employment Agreement, the general rules of employment of MT-F apply. Notwithstanding the foregoing, employee shall perform his duties during 2026 at fifty percent (50%) of employee's prior full-time time commitment. The allocation of such fifty percent time commitment shall be reasonably determined by the parties from time to time during 2026.
Remuneration	Base Salary of EUR 280,000 gross per annum, payable in accordance with the Company's payroll practices. As of January 1, 2026, the Base Salary shall be EUR 140,000 gross per annum. Employee may be considered for a Base Salary adjustment in April, 2026.<br><br><br><br>This Amendment to Employment Agreement does not amend employee's annual cash bonus eligibility for 2025. For calendar year 2026, employee shall have eligibility to participate in the same bonus plan that he participated in during 2025, subject to a fifty (50) percent pro rata payout (if the applicable bonus plan has a payout) of his adjusted Base Salary for 2026 taking into account any discretionary increase in base salary described above.<br><br><br><br>In addition, for calendar year 2026, employee will be eligible for an additional bonus of EUR 150,000 which shall be based on the successful transition of employee's duties and responsibilities (as determined by the Company) and which will be payable, to the extent earned, in January, 2027.
Expenses	Reimbursement of actual business expenses against documentation in line with MT-F regulations and Group policies
Company Car	Employee shall be provided with a company car in line with the company car rules and regulations of MT-F, as actually valid or as may be amended from time to time.
Equity Incentive Plan	For 2025, employee's eligibility for participation in the METTLER TOLEDO Equity Incentive Plan as may be amended from time to time shall not be affected by the changes to Base Salary which will be implemented in 2026 as described above. For the avoidance of doubt, employee shall not receive any new equity grants made by METTLER TOLEDO in 2026. Employee will continue to vest during his employment in 2026 for purposes of previously granted equity compensation awards, without regard to employee's reduced time obligation for 2026. Such vesting shall otherwise be subject to the terms and conditions of the applicable award and plan. Employee understands that employee's equity awards will not be entitled any accelerated vesting in connection with employee's retirement and that the treatment of such awards in connection with employee's retirement shall be the applicable treatment upon a termination of employment, as set forth in the applicable plan or agreement (including with respect to the administrative authority of the Company or an affiliate, as set forth therein).

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Personnel Insurance	Participation in the personnel insurance plans as statutory in France and as established by MT-F for its employees and as might be amended from time to time. Actual plans in place:<br><br>–Social Security and retirement plan<br><br>–Disability and life insurance<br><br>–Medical insurance (health & accident)
Vacation	For 2025, vacation shall continue to be 30 working days per calendar year, which includes compensation for overtime. Such vacation time shall be 15 working days for the 2026 calendar year. Unused vacation days cannot be converted for cash payment. Unused vacation days in a given year will not be carried forward.
Duration/Notice Period/Termination	This Amendment to Employment Agreement is effective as of the date hereof. No additional notice is required of other party in connection with employee's retirement on the Contemplated Retirement Date. This Amendment to Employment Agreement does not affect employee's retirement benefits, which shall be paid or provided in accordance with the applicable terms upon or following the Contemplated Retirement Date.
Confidentiality	Employee agrees to keep confidential both during and after his employment with METTLER TOLEDO all information of a confidential nature not generally known outside of METTLER TOLEDO, and not to use such confidential information other than for purposes of performing his duties for METTLER TOLEDO.
Non-Competition	While employee is employed by METTLER TOLEDO and for a period of twelve months after his termination, employee shall not directly or indirectly (a) engage in or be employed in any business anywhere in the world which competes with the businesses of METTLER TOLEDO, or (b) solicit for hire or hire any METTLER TOLEDO employee.
Previous Employment Agreements	This Amendment to Employment Agreement amends the Original Agreement, effective as of the date hereof and supersedes any prior agreements with respect to the subject matter hereof. The acquired years of service since July 15, 2001 are taken into consideration where applicable.
Applicable Law	This agreement shall be governed by French law.

Mettler-Toledo International Inc., Greifensee Branch The Employee

/s/ Patrick Kaltenbach /s/ Susan Graham-Bryce /s/ Marc de La Guéronnière

Patrick Kaltenbach Susan Graham-Bryce Marc de La Guéronnière

Amendment to Employment Agreement Marc de La Guéronnière dated October 21, 2025

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