Every material Form 8-K Ecolab has filed with the SEC since April 29, 2025, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Ecolab Inc. announced its third quarter 2026 financial results, reporting net sales of $4.69 billion and an adjusted diluted EPS of $2.18, representing a 5% increase year-over-year. The company raised its full-year 2026 adjusted diluted EPS outlook to a range of $8.10 to $8.20. Growth was supported by strong performance in core segments and acquisitions such as Ovivo Electronics and CoolIT.
Reported net sales reached $4.69 billion for the third quarter ended September 30, 2026, up 13% year-over-year.
Reported diluted EPS was $1.95, while adjusted diluted EPS rose 5% to $2.18.
Full-year 2026 adjusted diluted EPS outlook was set at $8.10 to $8.20, an increase of 8% to 9%.
Ecolab reported second-quarter 2026 net sales of $4.4 billion, up 10%, with adjusted diluted EPS up 11% to $2.09 and reported diluted EPS up 3% to $1.90. The company raised its full-year 2026 adjusted diluted EPS outlook to $8.05 to $8.25, up from its prior $8.03 to $8.23 range, which gives shareholders a higher earnings expectation. Reported results include special charges, and Ecolab expects 2026 special charges of about $0.75 to $0.80 per share.
Q2 net sales were $4.4 billion, up 10%; organic sales growth accelerated to 5%.
Reported diluted EPS was $1.90, up 3%; adjusted diluted EPS was $2.09, up 11%.
2026 adjusted diluted EPS outlook raised to $8.05 to $8.25 from $8.03 to $8.23; third-quarter outlook is $2.13 to $2.23.
Quantifiable 2026 special charges are expected to be about $0.75 to $0.80 per share.
Ecolab's board elected Bryce L. Mewhorter as Senior Vice President and Corporate Controller, including principal accounting officer role, effective after the second-quarter 2026 Form 10-Q is filed. At the May 7, 2026 annual meeting, shareholders re-elected all 13 director nominees and approved the advisory pay vote, while a stockholder proposal for an independent board chair policy failed.
Bryce L. Mewhorter, age 51, currently Senior Vice President of Finance Global Water, joined Ecolab in 1998 and takes the controller role after the Q2 2026 10-Q filing.
Jennifer J. Bradway will move to a different position at the company; she remains controller until Mewhorter takes over.
All 13 directors were elected for one-year terms; Judson B. Althoff received 235,680,180 for votes and John J. Zillmer received 188,749,720.
The independent board chair proposal received 61,882,139 for votes and 176,312,123 against, and was not approved.
Ecolab reported first-quarter 2026 net sales of $4.1 billion, up 10%, and reported diluted EPS of $1.52, up 8%. Adjusted diluted EPS was $1.70, up 13%, and the company reiterated its 2026 adjusted EPS outlook of $8.43 to $8.63, which excludes the pending CoolIT Systems acquisition. For shareholders, sales and earnings both grew, but management guided to a short second-quarter transition as higher commodity costs rise before its energy surcharge fully offsets them.
Q1 2026 reported net sales were $4.1 billion, up 10%; organic sales grew 4%.
Reported net income attributable to Ecolab was $432.6 million, up 7%; adjusted diluted EPS was $1.70, up 13%.
2026 adjusted diluted EPS outlook of $8.43 to $8.63 was maintained; Q2 2026 adjusted EPS is expected at $2.02 to $2.12.
Special charges for 2026 are expected to be about $0.60 to $0.65 per share, mainly restructuring.
Ecolab entered into a $4.75 billion unsecured delayed draw term loan credit agreement dated April 10, 2026, with Citibank, N.A. as administrative agent. Loan proceeds may only be used to finance the previously announced acquisition of Frigeo Holdings LLC, repay certain Frigeo debt, and pay related fees and expenses, which signals the company is funding that deal with borrowed money.
Facility size: $4.75 billion unsecured committed delayed draw term loan, agreement dated April 10, 2026
Pricing: Term SOFR loans at a margin of 0.75% to 0.875%, depending on Ecolab's credit ratings; ticking fee of 0.06% to 0.08% per annum
Use of proceeds limited to the Frigeo acquisition under the March 20, 2026 merger agreement and related costs
Includes a minimum interest expense coverage ratio covenant tested at the end of each four-quarter period
Ecolab filed supplemental 2025 and 2024 segment data that restates results at fixed 2026 currency rates and reflects a new segment structure effective January 1, 2026. Reported GAAP net sales rose to $16,081.2 million in 2025 from $15,741.4 million, while reported GAAP operating income fell to $2,737.6 million from $2,802.4 million. The filing is supplemental and does not replace the figures in Ecolab's 10-Q and 10-K reports.
Reported GAAP net sales were $16,081.2 million in 2025, up from $15,741.4 million in 2024.
Reported GAAP operating income was $2,737.6 million in 2025, down from $2,802.4 million in 2024.
Special (gains) and charges were a $150.3 million charge in 2025, compared with a $188.7 million gain in 2024.
Effective January 1, 2026, the former Light & Heavy segment was split into Heavy Water, Light Water and High-Tech, and the company now has nine operating segments.
Ecolab agreed to acquire CoolIT Systems, a maker of liquid cooling systems for AI data centers, for about $4.75 billion in cash, funded with new transaction debt and expected to close in the third quarter of 2026. The company said the deal is expected to add 1% to Ecolab's total organic sales growth rate and to be accretive to adjusted diluted EPS in 2028, while leverage rises to about 3x at closing. Ecolab also set first-quarter 2026 adjusted EPS guidance of $1.69 to $1.71 and kept its full-year 2026 outlook, excluding CoolIT, at $8.43 to $8.63.
Purchase price of approximately $4.75 billion in cash at closing, subject to customary adjustments; 29x and 24x estimated next 12-month and 2027 adjusted EBITDA
Expected to close in the third quarter of 2026, subject to regulatory approvals; financed with new transaction debt, with pro forma net debt to adjusted EBITDA of about 3x at close, returning to 2x by the end of the second year
Q1 2026 adjusted diluted EPS expected at $1.69 to $1.71, up 13% to 14% from $1.50 a year earlier
Full-year 2026 adjusted diluted EPS outlook of $8.43 to $8.63, excluding CoolIT, up 12% to 15% from $7.53 in 2025
Ecolab's board appointed Christophe Beck as President, while Darrell Brown and Greg Cook were named Co-Chief Operating Officers for Global Markets and Global Businesses, effective April 1, 2026. Beck keeps his roles as Chairman and CEO, and the company says the split is meant to support its next phase of growth.
Christophe Beck, 58, was appointed President and will remain Chairman and CEO.
Darrell Brown, 62, moves to Co-COO, Global Markets and will relocate to Sydney, Australia, with an annualized base salary of AU$1,300,000 (about $876,200) and a $2,500,000 long-term incentive award target.
Greg Cook, 57, becomes Co-COO, Global Businesses with an annualized base salary of $750,000 and a $2,200,000 long-term incentive award value.
Ecolab director Victoria J. Reich told the Board on February 18, 2026 that she will not stand for re-election at the company's May 7, 2026 annual meeting. The filing states that her decision was not the result of any disagreement with the company, and the Board thanked her for her years of service.
Victoria J. Reich informed the Board on February 18, 2026 of her decision.
She will not stand for re-election at the annual meeting to be held May 7, 2026.
The filing says the decision was not due to any disagreement with the company.
Ecolab reported fourth-quarter 2025 net sales of $4.2 billion, up 5%, and adjusted diluted EPS of $2.08, up 15%, with reported diluted EPS of $1.98. It expects 2026 adjusted diluted EPS of $8.43 to $8.63, up 12% to 15% from $7.53 in 2025, while expanding its One Ecolab restructuring program, which carries pre-tax charges of about $425 million through 2027.
Q4 2025 reported net sales were $4.2 billion, up 5%; organic sales rose 3%.
Q4 2025 reported diluted EPS was $1.98, up 19%; adjusted diluted EPS was $2.08, up 15%.
2026 adjusted diluted EPS outlook is $8.43 to $8.63, up 12% to 15% from $7.53 in 2025; reported sales are expected to rise 7% to 9%.
Expanded One Ecolab initiative: restructuring costs of $334 million ($261 million after tax) and special charges of $91 million ($71 million after tax) expected by the end of 2027, mostly cash severance.
Ecolab reported third-quarter 2025 net sales of $4.2 billion, up 4%, and adjusted diluted EPS of $2.07, up 13%. Reported diluted EPS fell 21% to $2.05 because the year-earlier quarter included a gain on the sale of its global surgical solutions business. The company sharpened its 2025 adjusted EPS outlook to $7.48 to $7.58, growth of 12% to 14%, which matters to shareholders because it sets the company's current full-year earnings range.
Q3 2025 net sales $4,165.0 million, up 4%; organic sales up 3%
Reported diluted EPS $2.05 vs. $2.58 a year ago (down 21%); adjusted diluted EPS $2.07 vs. $1.83 (up 13%)
2025 adjusted EPS outlook sharpened to $7.48 to $7.58; fourth-quarter adjusted EPS expected at $2.02 to $2.12
Expected 2025 special charges of about $0.34 per share, mainly restructuring
Ecolab's board appointed Julie P. Whalen as an independent director on August 6, 2025, and named her to the Audit and Finance Committees. Whalen previously served as CFO of Expedia Group from 2022 until her 2025 retirement and as CFO of Williams-Sonoma from 2012 to 2022. The filing describes a board addition with finance and audit expertise, with no change to operations or financial results disclosed.
Julie P. Whalen appointed to Ecolab's board as an independent director on August 6, 2025
Whalen also appointed to the Audit and Finance Committees of the Board
Whalen was CFO of Expedia Group from 2022 until her 2025 retirement and CFO of Williams-Sonoma from 2012 to 2022
She is entitled to director compensation comparable to non-employee board members
Ecolab reported second quarter 2025 diluted EPS of $1.84, up 8%, and adjusted diluted EPS of $1.89, up 13%, on net sales of $4.0 billion, up 1%. The company kept its full-year 2025 adjusted diluted EPS outlook of $7.42 to $7.62, and expects third quarter adjusted diluted EPS of $2.02 to $2.12.
Ecolab said Executive Vice President and Chief Supply Chain Officer Machiel Duijser resigned on July 14, 2025, to take a senior executive role at another publicly traded company. He leaves the company on July 25, 2025, and Ecolab says it will appoint an internal successor under an existing succession plan. The filing states the resignation was not due to any disagreement over company operations, policies or practices.
Machiel Duijser resigned as EVP and Chief Supply Chain Officer on July 14, 2025, after leading supply chain functions for five years.
His departure date is July 25, 2025.
Ecolab plans to appoint an internal successor under its existing succession plan; no name was given.
The filing says the resignation was not due to any disagreement with the company.
Ecolab's board appointed Marion K. Gross, a former McDonald's executive, as an independent director effective May 7, 2025, and stockholders elected her at the May 8 annual meeting. Stockholders also re-elected the other 12 nominees, approved the advisory pay vote and the PricewaterhouseCoopers appointment, and approved charter amendments that limit certain officers' liability.
Gross joins the Compensation & Human Capital Management Committee and the Safety, Health & Environment Committee; she retired from McDonald's in April 2025.
Gross received 235,721,263 votes for and 448,414 against.
Advisory pay proposal passed with 210,313,975 votes for and 24,005,420 against.
Restated Certificate of Incorporation became effective May 8, 2025, after the Delaware filing.
Ecolab reported first quarter 2025 net sales of $3.7 billion, down 2%, and reported diluted EPS of $1.41, down 1% from $1.43. Adjusted diluted EPS rose 12% to $1.50, and the company kept its full-year 2025 adjusted EPS outlook of $7.42 to $7.62, an increase of 12% to 15%.
Net sales $3,695.0 million, down 2%; organic sales up 3%
Reported diluted EPS $1.41 vs. $1.43; adjusted diluted EPS $1.50 vs. $1.34
2025 adjusted diluted EPS outlook maintained at $7.42 to $7.62; Q2 2025 outlook $1.84 to $1.94
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