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):			May 12, 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

of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

1900 Polaris Parkway

Columbus,

and

Im Langacher, P.O. Box MT-100

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 May 8, 2025, the Compensation Committee of the Board of Directors of Mettler-Toledo International Inc. (the “Company”), with guidance from the Committee’s independent compensation consultant, approved the grant of 2025 long-term incentive (“LTI”) awards to the Company’s named executive officers (“NEOs”).

The Committee approved a bifurcated grant structure and composition for 2025 LTI awards that will comprise 1/3 performance share units, 1/3 non-qualified stock options, and 1/3 restricted stock units, of which half will be granted in May 2025 and half will be granted in November 2025.

The Committee believes that bifurcating the 2025 LTI awards into two grants and modifying the composition of each grant improves the retentive and motivational objectives of the compensation program in the current environment.

General vesting schedules remain unchanged.

The awards were granted under the Company’s Equity Incentive Plan, as amended. Additional details follow for the May 2025 grant:


Named Executive Officer and Title	PSUs*	Non-qualified Stock Options*	RSUs*
Patrick Kaltenbach, Chief Executive Officer	679	1,855	728
Shawn P. Vadala, Chief Financial Officer	235	640	252
Marc de La Gueronniere, Head of European and North American Market Organizations	174	475	186
Gerhard Keller, Head of Process Analytics	82	225	88
Richard Wong, Head of Asia and Pacific	84	230	90

*For the May 2025 grant, share amounts were determined using the Company’s closing stock price and other valuation assumptions on the grant date, May 8, 2025. Under this grant, the CEO’s target LTI value increased by approximately 5% versus 2024, while the NEOs’ target LTI value increased by approximately 10%.

The foregoing description is qualified in its entirety by reference to the Company’s Equity Incentive Plan, as amended.

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: May 12, 2025	By:	/s/ Michelle M. Roe

		Michelle M. Roe
		Chief Legal Officer

METTLER TOLEDO INTERNATIONAL INC/ 8-K