# Ecolab Inc. (ECL) - Recent Events (through the third quarter of 2026) ## Filings that contain financial statements - Form 8-K filed 2026-10-27, accession 0001628280-26-067418, Exhibit 99.1 (earnings news release): third quarter and nine months ended September 30, 2026. Holds the consolidated statements of income and consolidated balance sheets, plus segment tables and non-GAAP reconciliations. No cash flow statement is in the release. - Form 8-K filed 2026-07-28, accession 0001628280-26-049933, Exhibit 99.1: second quarter and six months ended June 30, 2026. Same content (income statement, balance sheet, segment tables). - Form 8-K filed 2026-04-28, accession 0001104659-26-049822, Exhibit 99.1: first quarter ended March 31, 2026. Same content. - Form 8-K filed 2026-02-10, accession 0001104659-26-012358, Exhibit 99.1: fourth quarter and full year ended December 31, 2025. Same content. - Form 8-K filed 2026-03-27, accession 0001104659-26-035705, Exhibit 99.1: supplemental unaudited segment information for 2025 and 2024 recast to 2026 fixed currency rates and the new segment structure (not a full set of statements). ## Acquisitions - **CoolIT Systems: signed 2026-03-20, closed 2026-07-02.** On March 20, 2026 Ecolab announced a definitive agreement to acquire CoolIT Systems, a data center liquid cooling company, from funds managed by KKR for approximately $4.75 billion in cash, with expected sales of about $550 million over the next 12 months (8-K 0001104659-26-032446). The merger agreement is with Frigeo Holdings LLC, the CoolIT holding entity (8-K 0001104659-26-043821, 0001104659-26-068276). The transaction was expected to close in the third quarter of 2026. The July 28 earnings release refers to "the recent close of our acquisition of CoolIT" (8-K 0001628280-26-049933), and the third quarter 10-Q (accession 0001628280-26-068208) states the acquisition was completed on July 2, 2026 for $4,627 million in cash, net of cash acquired. The acquisition is therefore closed and contributes to third quarter results. - **Ovivo Electronics: closed 2025-12-16.** Per the third quarter 10-Q, Ecolab acquired Ovivo Electronics (ultrapure water technologies for semiconductor manufacturing) for $1,625 million in cash, net of cash acquired. Its acquisition amortization is cited in the 2026 outlook in the February 10 release (8-K 0001104659-26-012358). ## Financing - **2026-04-10 term loan.** Ecolab entered a $4.75 billion unsecured committed delayed draw term loan credit facility (Citibank, N.A., administrative agent) solely to fund the CoolIT acquisition and related costs (8-K 0001104659-26-043821, Exhibit 10.1). Per the 10-Q, the facility was terminated after the May note offering with nothing drawn. - **2026-05-29 senior notes.** Ecolab completed a $5.0 billion public offering: $1.2 billion 4.600% notes due 2029, $0.9 billion 4.800% notes due 2031, $1.5 billion 5.150% notes due 2033 and $1.4 billion 5.350% notes due 2036 (underwriting agreement dated May 19, 2026). Proceeds were to fund the CoolIT acquisition and for general corporate purposes (8-K 0001104659-26-068276). - **2025-08-27 senior notes.** $500 million of 5.000% notes due 2035 (8-K 0001104659-25-084059). - **Share repurchases and dividends.** The 10-Q reports 2,548,436 shares reacquired in the first nine months of 2026 (2,442,820 through open-market repurchases), with 3,454,001 shares remaining under the November 2022 authorization at September 30, 2026. Dividends declared were $0.73 per share in the third quarter of 2026 versus $0.65 a year earlier. ## Earnings and guidance (adjusted diluted EPS outlook for full-year 2026) - **2026-10-27, third quarter 2026 (0001628280-26-067418):** Net sales $4,694.8 million, up 13% (organic up 7%). Reported diluted EPS $1.95, down 5%; adjusted diluted EPS $2.18, up 5%, including an approximate 10% headwind from CoolIT acquisition-related amortization and financing costs. Reported operating income $810.5 million, up 7%; adjusted up 14%. Global High-Tech organic sales grew 63% and Life Sciences 17%. Reported net interest expense rose $70 million from financing the Ovivo Electronics and CoolIT acquisitions. Full-year 2026 adjusted diluted EPS outlook was narrowed to $8.10 to $8.20 (up 8% to 9%), from $8.05 to $8.25; fourth quarter outlook is $2.13 to $2.23 (up 2% to 7%). Special charges for 2026 are expected at about $0.83 per share. Management cited rising commodity costs and customer disruptions in the Middle East as near-term pressures. - **2026-07-28, second quarter 2026 (0001628280-26-049933):** Net sales $4,415.4 million, up 10% (organic up 5%). Reported diluted EPS $1.90, up 3%; adjusted $2.09, up 11%. Full-year 2026 adjusted diluted EPS outlook was raised to $8.05 to $8.25 from $8.03 to $8.23, now including CoolIT. - **2026-04-28, first quarter 2026 (0001104659-26-049822):** Reported diluted EPS $1.52, up 8%; adjusted $1.70, up 13%. The full-year outlook of $8.43 to $8.63 was maintained and excluded the pending CoolIT acquisition. - **2026-02-10, fourth quarter 2025 (0001104659-26-012358):** Reported diluted EPS $1.98, up 19%; adjusted $2.08, up 15%. Initial 2026 adjusted diluted EPS outlook of $8.43 to $8.63 (up 12% to 15%). Annualized savings from the One Ecolab productivity initiatives were expected to rise from $225 million to $325 million by 2027. ## Restructuring - **2026-02-10:** Ecolab announced an expansion of the One Ecolab initiative and expects total restructuring costs of $334 million ($261 million after tax) and special charges of $91 million ($71 million after tax) by the end of 2027, primarily cash severance for team realignment (Item 2.05, 8-K 0001104659-26-012358). ## Segment reporting change - **2026-03-27:** Effective January 1, 2026, the former Light & Heavy operating segment was divided into three operating segments, Heavy Water, Light Water and High-Tech, all within the Global Water reportable segment. Ecolab furnished 2025 and 2024 segment information recast for this and for fixed currency rates (8-K 0001104659-26-035705). ## Management and board - **2026-02-20 (8-K 2026-02-25, 0001104659-26-019742):** Chairman and CEO Christophe Beck was also named President; Darrell R. Brown and Gregory B. Cook were named Co-Chief Operating Officers (Global Markets and Global Businesses, respectively), all effective April 1, 2026. - **2026-02-18 (8-K 2026-02-23, 0001104659-26-018605):** Director Victoria J. Reich informed the board she would not stand for re-election at the May 7, 2026 annual meeting; the filing states this was not the result of any disagreement. - **2026-05-07 (8-K 2026-05-11, 0001104659-26-058710):** The board elected Bryce L. Mewhorter Senior Vice President and Corporate Controller and principal accounting officer, effective the day after the second quarter 2026 Form 10-Q is filed, succeeding Jennifer J. Bradway. The annual meeting was held the same day. - **2025-08-06 (0001558370-25-010550):** Julie P. Whalen, former CFO of Expedia Group, joined the board and its Audit and Finance Committees. ## Not reflected in filings - No impairments, going-concern or covenant matters, or material legal outcomes appear in the 8-Ks for this period. The 10-Q's only subsequent event is an October 2026 settlement and replacement of Swiss franc cross-currency swaps (notional CHF 550 million) with no material income statement impact.