艺康美股招股说明书(2026-05-20版)

We may redeem the notes of any series at our option, in whole at any time or in part from time to time, at the applicable redemption pricesdescribed under “Description of the Notes — Optional Redemption.” If a change of control repurchase event as described herein occurs with respect toa series of notes, unless we have exercised our option to redeem the notes of that series, we will be required to offer to repurchase the notes of thatseries at the price described under “Description of the Notes — Offer to Repurchase upon a Change of Control Repurchase Event.” On March20, 2026, we entered into a definitive agreement (the “Merger Agreement”) to acquire Frigeo Holdings LLC (“CoolIT Systems” andsuch transaction, the “CoolIT Systems Acquisition”). We intend to use a portion of the net proceeds from this offering to fund the CoolIT SystemsAcquisition. See “Use of Proceeds.” This offering is not contingent on the completion of the CoolIT Systems Acquisition, which, if completed, will occur subsequent to thecompletion of this offering. However, if (i)the CoolIT Systems Acquisition is not completed on or prior to the later of (x)September16, 2026 or(y)such later date to which the end date under the Merger Agreement as in effect on the closing date of this offering may be extended in accordancewith the terms thereof (such later date, the “Special Mandatory Redemption End Date”), (ii)prior to the Special Mandatory Redemption End Date, theMerger Agreement is terminated or (iii)we otherwise notify the trustee that we will not pursue the completion of the CoolIT Systems Acquisition, wewill be required to redeem the 2029 notes, the 2031 notes and the 2033 notes (collectively, the “SMR notes”), at a special mandatory redemption priceequal to 101% of the principal amount of the SMR notes to be redeemed plus accrued and unpaid interest thereon to, but excluding the SpecialMandatory Redemption Date (as defined herein). See “Description of the Notes — Special Mandatory Redemption.” The notes will be our senior unsecured obligations and will rank equally in right of payment with all of our other senior indebtedness from timeto time outstanding. The notes of each series will be issued only in registered form in denominations of $2,000 and integral multiples of $1,000 inexcess thereof. Investing in the notes involves risks that are described under “Risk Factors” beginning on pageS-5of this prospectus supplement and the risksdiscussed in the documents we file with the U.S. Securities and Exchange Commission.Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the notes or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the contrary is a criminal offense. 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-24Underwriting (Conflicts of Interest)S-29Legal MattersS-36Independent Registered Public Accounting FirmS-36 Prospectus PageAbout This Prospectus2Ecolab Inc.2Risk Factors3Forward-Looking Statements4Use Of Proceeds5Description Of Debt Securities6PlanOf Distribution8Legal Matters9Experts9Where You Can Find More Information9 No person is authorized to give any information or to make any representations other than thosecontained in or incorporated by reference into this prospectus supplement, the accompanying prospectus andin any free writing prospectus we have authorized, and, if given or made, such information orrepresentations must not be relied upon as having been authorized. Neither the delivery of this prospectussupplement and the accompanying prospectus, nor any sale made hereunder, shall under any circumstancescreate any implication that there has been no change in our affairs since the date of this prospectussupplement, or that the information contained in or incorporated by reference into this prospectussupplement, the accompanying prospectus or any such free writing prospectus is correct as of any timesubsequent to the date of such information. 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 Inte