Filed Pursuant to Rule 433
Registration No. 333-275302
Supplementing the Preliminary Prospectus
Supplement dated August 18, 2025
(To Prospectus dated November 3, 2023)
Ecolab Inc.
$500,000,000 5.000% Notes due 2035
Pricing Term Sheet
August 18, 2025
| Issuer: | Ecolab Inc. |
| Type of Offering: | SEC Registered (No. 333-275302) |
| Anticipated Ratings*: | A3 (Stable outlook) by Moody’s Investors Service, Inc. A- (Stable outlook) by S&P Global Ratings A- (Stable outlook) by Fitch Ratings, Inc. |
| Trade Date: | August 18, 2025 |
| Settlement Date**: | August 27, 2025 (T+7) |
| Joint Book-Running Managers: | Citigroup Global Markets Inc. J.P. Morgan Securities LLC Wells Fargo Securities, LLC Barclays Capital Inc. BofA Securities, Inc. Goldman Sachs & Co. LLC Morgan Stanley & Co. LLC SMBC Nikko Securities America, Inc. |
| Co-Managers: | Santander US Capital Markets LLC Standard Chartered Bank U.S. Bancorp Investments, Inc. |
| Principal Amount: | $500,000,000 |
| Maturity Date: | September 1, 2035 |
| Coupon: | 5.000% |
| Interest Payment Dates: | March 1 and September 1, beginning on March 1, 2026 (long first coupon) |
| Price to Public: | 99.960% of the principal amount |
| Benchmark Treasury: | UST 4.250% due August 15, 2035 |
| Benchmark Treasury Price and Yield: | 99-10; 4.335% |
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| Spread to Benchmark Treasury: | +67 basis points |
| Yield to Maturity: | 5.005% |
| Make-Whole Call: | T+15 bps |
| Par Call: | On or after June 1, 2035 |
| CUSIP / ISIN: | 278865 BS8 / US278865BS86 |
*Note: A securities rating is not a recommendation to buy, sell or hold securities and may be subject to revision or withdrawal at any time.
**We expect that delivery of the notes will be made against payment therefor on or about August 27, 2025, which is seven business days following the date of pricing of the notes (this settlement cycle being referred to as “T+7”). Under Rule 15c6-1 under the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in one business day, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade their notes on any date prior to one business day before delivery will be required, by virtue of the fact that the notes initially will settle in T+7, to specify an alternate settlement cycle at the time of any such trade to prevent a failed settlement. Purchasers of notes who wish to trade their notes on any date prior to two business days before delivery should consult their own advisor.
The issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the “SEC”) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering.
You may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer, any underwriter or any dealer participating in the offering will arrange to send you the prospectus if you request it by calling Citigroup Global Markets Inc. toll-free at (800) 831-9146, J.P. Morgan Securities LLC collect at (212) 834-4533 or Wells Fargo Securities, LLC toll-free at (800) 645-3751.
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