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Mettler-Toledo (MTD) revises 2026 executive equity mix and grant timing

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Mettler-Toledo International Inc. is updating how it rewards top executives through its 2026 long‑term incentive awards. The Compensation Committee approved a bifurcated grant structure, with half of each award granted in May 2026 and the other half in November 2026.

Each named executive officer’s 2026 award is split equally among performance share units, non-qualified stock options, and restricted stock units. Vesting schedules for performance units and options are unchanged, while restricted stock units will vest after three years on a cliff basis. The CEO’s target LTI value rose about 6.25% compared with 2025, and other named executives’ targets increased about 12.5%.

Positive

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
CEO PSUs (May 2026) 838 units Performance share units granted May 12, 2026
CEO stock options (May 2026) 2,005 options Non-qualified stock options granted May 12, 2026
CEO RSUs (May 2026) 810 units Restricted stock units with 3-year cliff vest
CFO PSUs (May 2026) 301 units Performance share units granted May 12, 2026
CFO stock options (May 2026) 720 options Non-qualified stock options granted May 12, 2026
CEO target LTI increase 6.25% Increase versus 2025 target LTI value
NEO target LTI increase 12.5% Increase for other NEOs versus 2025
performance share units financial
"2026 LTI awards that will comprise 1/3 performance share units, 1/3 non-qualified"
Performance share units are a type of company stock award given to employees that depend on the company meeting specific goals or targets. If these goals are achieved, the employee receives shares or the value of shares; if not, they may receive little or no compensation. This aligns employees’ interests with the company's success and encourages performance that benefits investors.
non-qualified stock options financial
"will comprise 1/3 performance share units, 1/3 non-qualified stock options, and 1/3"
Non-qualified stock options are a type of employee benefit that gives individuals the right to buy company shares at a set price, usually lower than the market value, within a certain period. Unlike other options that may have special tax advantages, these options are taxed as income when exercised, which can affect how much money the employee or investor ultimately gains. They are important because they can influence company compensation strategies and impact the financial outcomes for employees and investors.
restricted stock units financial
"1/3 non-qualified stock options, and 1/3 restricted stock units, of which half"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
3-year cliff vesting schedule financial
"The restricted stock units shall have a 3-year cliff vesting schedule."
Equity Incentive Plan financial
"The awards were granted under the Company’s Equity Incentive Plan, as amended."
An equity incentive plan is a program that gives employees, executives or directors the right to receive company stock or options to buy stock as part of their pay. Think of it as offering slices of future company profit to motivate people to boost long‑term performance; for investors it matters because it can align employee goals with shareholder value but also increases the number of shares outstanding, which can dilute existing ownership.
Understanding 8-K Material Events →
0001037646false00010376462026-05-132026-05-13

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):May 7, 2026
Mettler-Toledo International Inc.
(Exact name of registrant as specified in its charter)
DelawareFile No.001-1359513-3668641
(State or other jurisdiction
of incorporation)
(Commission File Number)(IRS Employer Identification No.)
1900 Polaris Parkway
Columbus,
OH
and
Im Langacher, P.O. Box MT-100
CH Greifensee, Switzerland
43240and 8606
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: 1-614-438-4511 and +41-44-944-22-11
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, $0.01 par valueMTDNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13 (a) of the Exchange Act. ☐




Item 5.02(e) Compensatory Arrangements of Certain Officers.

On May 7, 2026, the Compensation Committee of the Board of Directors of Mettler-Toledo International Inc. (the “Company”), with guidance from the Committee’s independent compensation consultant, approved the grant of 2026 long-term incentive (“LTI”) awards to the Company’s named executive officers (“NEOs”).

The Committee approved a bifurcated grant structure and composition for 2026 LTI awards that will comprise 1/3 performance share units, 1/3 non-qualified stock options, and 1/3 restricted stock units, of which half will be granted in May 2026 and half will be granted in November 2026.

The Committee believes that bifurcating the 2026 LTI awards into two grants and modifying the composition of each grant improves the retentive and motivational objectives of the compensation program in the current environment.

General vesting schedules remain unchanged for the performance share units and the non-qualified stock options. The restricted stock units shall have a 3-year cliff vesting schedule.

The awards were granted under the Company’s Equity Incentive Plan, as amended.

Additional details follow for the May 2026 grant:

Named Executive Officer and TitlePSUs*Non-qualified Stock Options*RSUs*
Patrick Kaltenbach,
Chief Executive Officer
8382,005810
Shawn P. Vadala,
Chief Financial Officer
301720291
Susan Graham-Bryce
Chief Human Resources Officer
7317571
Richard Wong,
Head of Asia and Pacific
107255103

*For the May 2026 grant, share amounts were determined using the Company’s closing stock price and other valuation assumptions on the grant date, May 12, 2026. Under this grant, the CEO’s target LTI value increased by approximately 6.25% versus 2025, while the NEOs’ target LTI value increased by approximately 12.5%.

The foregoing description is qualified in its entirety by reference to the Company’s Equity Incentive Plan, as amended.



SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


 METTLER-TOLEDO INTERNATIONAL INC.
   
Date:  May 13, 2026By:/s/ Michelle M. Roe
   
  Michelle M. Roe
  Chief Legal Officer


Source: View Original Filing on SEC EDGAR

FAQ

What change did Mettler-Toledo (MTD) make to 2026 executive long-term incentives?

Mettler-Toledo revised 2026 long-term incentives for named executive officers into a bifurcated structure. Awards are split between May and November 2026 grants and evenly allocated among performance share units, non-qualified stock options, and restricted stock units under the company’s Equity Incentive Plan.

How are Mettler-Toledo’s 2026 LTI awards structured by instrument type?

Each 2026 long-term incentive award for Mettler-Toledo’s named executive officers is composed of one-third performance share units, one-third non-qualified stock options, and one-third restricted stock units. This mix is intended to balance performance-based equity, option-based upside, and time-based retention equity across the program.

When will Mettler-Toledo grant the 2026 LTI awards to executives?

The 2026 long-term incentive awards will be granted in two tranches. Half of each named executive officer’s award was set for a May 2026 grant and the remaining half for a November 2026 grant, maintaining overall target values while spreading grant timing during the year.

What vesting schedule applies to Mettler-Toledo’s 2026 restricted stock units?

The 2026 restricted stock units granted to named executive officers use a three-year cliff vesting schedule. This means no portion vests annually; instead, all RSUs from a given grant vest together after three years, supporting longer-term retention and alignment objectives for leadership.

How much did the 2026 target LTI value change for Mettler-Toledo’s executives?

Under the May 2026 grant, the CEO’s target long-term incentive value increased by about 6.25% versus 2025. The other named executive officers’ target LTI values increased by about 12.5%, reflecting adjustments to overall equity-based compensation levels for the leadership team.

What specific 2026 equity awards did Mettler-Toledo’s CEO receive in May?

For the May 2026 grant, CEO Patrick Kaltenbach received 838 performance share units, 2,005 non-qualified stock options, and 810 restricted stock units. These quantities were determined using Mettler-Toledo’s closing stock price and other valuation assumptions on the May 12, 2026 grant date.

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