Donaldson Inc SEC Filings

Donaldson Company director Daniel P. Shine has reported his insider holdings, showing no beneficial ownership of the company’s common stock. The filing identifies him as a director of Donaldson Co Inc, not a 10% owner, officer, or other affiliated role. The report indicates that he beneficially owns 0 shares of Donaldson common stock in direct form, meaning he holds no reported non-derivative or derivative securities of the company as of the event date.

Donaldson Company, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on November 21, 2025. Stockholders elected four directors: Douglas A. Milroy received 91,803,644 votes for and 5,949,474 withheld; Richard M. Olson received 90,038,371 for and 7,714,747 withheld; Daniel P. Shine received 97,348,024 for and 405,094 withheld; and Jacinth C. Smiley received 96,991,970 for and 761,148 withheld, with 9,705,334 broker non-votes on each.

Stockholders approved the non-binding advisory vote on executive compensation, with 90,657,554 votes for, 6,173,524 against, 922,040 abstentions, and 9,705,334 broker non-votes. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, with 104,131,883 votes for, 2,966,465 against, and 360,104 abstentions.

Form 144 notice of proposed sale: A shareholder filed to sell up to 7,852 shares of the issuer’s common stock through Morgan Stanley Smith Barney LLC, with an aggregate market value of $645,775.77. The shares are expected to be sold on or after 10/15/2025 on the NYSE.

The shares to be sold were acquired via an option exercise on 10/15/2025 for 3,000 shares (cash), and through restricted stock vesting of 1,704 shares on 09/27/2024, 1,064 on 12/01/2022, and 2,084 on 09/22/2025. Shares outstanding were 115,907,357.

In the past three months, Andrew Dahlgren sold 3,000 common shares on 08/28/2025 for $245,879.40.

Director purchase of common stock recorded. A director reported acquiring $82.61 per share on 10/03/2025, buying 272 shares and increasing total beneficial ownership to 6,473 shares. The transaction was coded as an open-market acquisition and was reported on a Form 4 signed by an attorney-in-fact on 10/06/2025. No derivative transactions or additional remarks were disclosed.

Insider purchase recorded: A Form 4 shows director Trudy A. Rautio bought 339 shares of Donaldson Co. (DCI) on 10/03/2025 at $82.61 per share. After the purchase she directly owns 25,960 shares, indicating continued equity alignment with shareholders. The filing was signed by an attorney-in-fact on 10/06/2025.

James J. Owens, a director of Donaldson Co., Inc. (Ticker: DCI), reported the purchase of 272 shares of the company's common stock on 10/03/2025 at a price of $82.61 per share. Following the transaction, beneficial ownership is reported as 20,997 shares. The Form 4 was filed and signed by an attorney-in-fact on 10/06/2025.

Director purchase increases stake in Donaldson Co. (DCI). A Form 4 shows director Christopher M. Hilger purchased 409 shares of common stock on 10/03/2025 at a price of $82.61 per share, bringing his beneficial ownership to 14,032 shares. The filing was signed by an attorney-in-fact on 10/06/2025. This is a routine Section 16 disclosure reporting an open-market or other permitted acquisition by an insider and does not include derivatives or option activity.

Donaldson Company, Inc. is asking shareholders to vote at its virtual annual meeting on November 21, 2025, including the election of four directors for three-year terms expiring in 2028. The Board nominated Daniel P. Shine as a new director and re-nominated Douglas A. Milroy, Richard M. Olson, and Jacinth C. Smiley; one incumbent, Willard D. Oberton, is not standing for re-election. Proxy voting instructions, broker voting procedures, and deadlines (proxy receipt by November 20, 2025 for certain plan shares) are provided.

Fiscal 2025 highlights tied to the compensation discussion show dividends of $132M, share repurchases of $334M (about 4% of shares outstanding), and total returns to shareholders near $465M. Executive pay is linked to performance metrics (Diluted EPS and business-unit measures) with incentive payout ranges from 10% to 200%. Governance disclosures describe committee independence, stock ownership requirements, director compensation, and change-in-control protections including a double-trigger CIC plan.

Bradley J. Pogalz, Chief Financial Officer of Donaldson Company, reported changes in beneficial ownership on Form 4. On 10/01/2025 he exercised an employee stock option with an exercise price of $82.08 to acquire 23,900 shares of Common Stock; those shares are held directly following the transaction. The option has an expiration date of 10/01/2035 and vests in three equal annual installments beginning on October 1, 2026. The filing also discloses indirect beneficial ownership of 47 and 798 shares held by a benefit plan trust. The Form 4 was signed by Amy C. Becker as attorney-in-fact on 10/03/2025.