ZILLMER JOHN J 4

What Happened

• John J. Zillmer, a director of Ecolab Inc. (ECL), exercised stock options on Feb 13, 2026 to acquire 2,300 shares. The exercise reflected a strike/option amount of about $264,673 (2,300 × $115.08).
• To satisfy the exercise price/tax withholding, 879 shares were withheld/disposed (reported as code F) with a reported market value of $301.02 per share (total ~$264,597). Net new shares received by Zillmer = 2,300 − 879 = 1,421 shares.
• The filing shows the option/derivative was converted in the transaction (reported disposition of the derivative instrument).

Key Details

• Transaction date: 2026-02-13; Form 4 filed 2026-02-17 (no late filing indicated).
• Exercise (code M): 2,300 shares at $115.08 (total ~$264,673).
• Tax/exercise payment via withholding (code F): 879 shares at $301.02 (total ~$264,597).
• Shares owned after the transaction: not specified in the filing.
• Footnote F1: withholding/delivery of shares was used to pay the exercise price/taxes.
• Footnote F2: the option’s vesting schedule was quarterly (25% each quarter over one year), with immediate vesting if a defined “Change in Control” occurs.

Context

• This was an option exercise with share withholding (a common "cashless" or share-withhold method) rather than an open-market purchase or sale; withholding is routine to cover taxes/exercise costs and does not by itself signal a bullish or bearish view.
• For retail investors: option exercises increase insiders’ share exposure when shares remain after withholding (here net +1,421 shares). The filing is informational; it does not state the insider’s motive.