Brown Darrell R 4

What Happened
Darrell R. Brown, President & COO of Ecolab (ECL), was granted/received 8,469 performance-based restricted stock units that vested on Feb 18, 2026. To satisfy minimum statutory tax withholding, 3,264.199 shares were withheld at $303.15/share (total withheld ≈ $989,542). Using the reported per-share price, the gross value of the vested award was roughly $2.57M and the net shares delivered to Brown were about 5,204.801 (net value ≈ $1.58M).

Key Details

• Transaction date: 2026-02-18; Form filed 2026-02-20 (timely reporting).
• Award (code A): 8,469 shares granted/vested at $0.00 per share in the Form (this reflects an RSU award, not a cash purchase).
• Tax withholding (code F): 3,264.199 shares withheld/disposed at $303.15 = $989,542.
• Net shares retained by the insider: ~5,204.801 shares (8,469 − 3,264.199).
• Footnote: Withholding reflects payment of minimum statutory tax obligations by withholding shares incident to vesting of performance-based RSUs (Rule 16b-3).
• Shares owned after transaction: not specified in the provided filing excerpt.

Context
This was a vesting of performance-based RSUs with company withholding to cover taxes (a routine administrative step), not an open-market sale or a purchase. Such withholding (code F) is common and does not necessarily indicate any change in the insider’s view of the company. Purchases would typically be more indicative of bullish insider sentiment.