艺康美股招股说明书(2025-05-28版)

Ecolab Inc. 4.300% Notes due 2028 Ecolab Inc. is offering $500,000,000 aggregate principal amount of 4.300% notes due 2028 (the“notes”). The notes will bear interest at a rate of 4.300% per year and will mature on June 15, 2028. Intereston the notes will be payable semi-annually in arrears on June 15 and December 15 of each year, beginningDecember 15, 2025. We may redeem the notes at our option, in whole at any time or in part from time to time, at theapplicable redemption prices described under “Description of the Notes — Optional Redemption.” If achange of control repurchase event as described herein occurs, unless we have exercised our option toredeem the notes, we will be required to offer to repurchase the notes at the price described under“Description of the Notes — Offer to Repurchase upon a Change of Control Repurchase Event.” The notes will be our senior unsecured obligations and will rank equally in right of payment with all ofour other senior indebtedness from time to time outstanding. The notes will be issued only in registeredform in denominations of $2,000 and integral multiples of $1,000 in excess thereof. Investing in the notes involves risks that are described under “Risk Factors” beginning on pageS-5of thisprospectus supplement and the risks discussed in the documents we file with the U.S. Securities and ExchangeCommission. Neither the Securities and Exchange Commission nor any state securities commission has approved ordisapproved of the notes or passed upon the adequacy or accuracy of this prospectus supplement or theaccompanying prospectus. Any representation to the contrary is a criminal offense. (1)Plus accrued interest from June 5, 2025, if settlement occurs after that date. The notes will not be listed on any securities exchange, and there is currently no public market for thenotes. The underwriters expect to deliver the notes to purchasers in book-entry form only through TheDepository Trust Company for the accounts of its participants, including Clearstream Banking S.A. andEuroclear Bank SA/NV, on or about June 5, 2025. Joint Book-Running Managers Roberts & Ryan TABLE OF CONTENTS Prospectus Supplement PageAbout This Prospectus SupplementS-iiWhere You Can Find More InformationS-iiiForward-Looking StatementsS-ivProspectus Supplement SummaryS-1Risk FactorsS-5Use of ProceedsS-7CapitalizationS-8Description of the NotesS-9Certain U.S. Federal Income Tax ConsiderationsS-23Underwriting (Conflicts of Interest)S-28Legal MattersS-35Independent Registered Public Accounting FirmS-35 Prospectus PageAbout This Prospectus2Risk Factors3Where You Can Find More Information3Forward-Looking Statements4Ecolab, Inc.6Use of Proceeds6Description of Debt Securities7Plan of Distribution9Legal Matters10Independent Registered Public Accounting Firm10 No person is authorized to give any information or to make any representations other than thosecontained or incorporated by reference into this prospectus supplement, the accompanying prospectus and inany free writing prospectus we have authorized, and, if given or made, such information or representationsmust not be relied upon as having been authorized. Neither the delivery of this prospectus supplement andthe accompanying prospectus, nor any sale made hereunder, shall under any circumstances create anyimplication that there has been no change in our affairs since the date of this prospectus supplement, or thatthe information contained or incorporated by reference into this prospectus supplement, the accompanyingprospectus or any such free writing prospectus is correct as of any time subsequent to the date of suchinformation. The distribution of this prospectus supplement and the accompanying prospectus and the offering of thenotes in certain jurisdictions may be restricted by law. This prospectus supplement and the accompanyingprospectus do not constitute an offer or a solicitation on our behalf or by the underwriters to subscribe to orpurchase any of the notes, and may not be used for or in connection with an offer or solicitation by anyone,in any jurisdiction in which such an offer or solicitation is not authorized or in which the person makingsuch offer or solicitation is not qualified to do so or to any person to whom it is unlawful to make such anoffer or solicitation. See “Underwriting (Conflicts of Interest).” ABOUT THIS PROSPECTUS SUPPLEMENT This document is in two parts. The first part is this prospectus supplement, which contains the specificterms of this offering of notes and certain other matters relating to Ecolab. The second part is the prospectusdated November3, 2023, which is part of our registration statement on Form S-3 that we filed with theSecurities and Exchange Commission (the “SEC”) and contains more general information about, amongother things, debt securities we may offer from time to time, some of which does not apply to this offeringof notes. This prospectus supplement may add to, update or change the information