Donaldson officer plans $2.9M stock sale Sept. 4

DONALDSON Co INC (DCI) received a notice that company officer Tod Carpenter plans to sell 31,968 shares of common stock under Rule 144.

Rhea-AI Filing Summary

DONALDSON Co INC (DCI) received a notice that company officer Tod Carpenter plans to sell 31,968 shares of common stock under Rule 144. The planned sale, to be handled through Morgan Stanley Smith Barney, has an aggregate market value of $2,912,380.70 based on recent prices.

The shares are to be sold on September 4, 2026 following an exercise of options under a registered plan. Over the prior three months, Carpenter sold 3,032 shares of common stock for $275,912.00. Donaldson reports 115,911,056 common shares outstanding as context for these transactions.

Key Figures

Shares to be sold: 31,968 shares Aggregate market value of planned sale: $2,912,380.70 Shares outstanding: 115,911,056 shares +3 more

6 metrics

Shares to be sold 31,968 shares Common stock to be sold by Tod Carpenter under Rule 144

Aggregate market value of planned sale $2,912,380.70 Estimated value of 31,968 shares of Donaldson common stock

Shares outstanding 115,911,056 shares Donaldson common shares outstanding referenced in the notice

Recent shares sold 3,032 shares Common shares sold by Tod Carpenter on August 31, 2026

Value of recent sale $275,912.00 Proceeds from 3,032 DCI shares sold on August 31, 2026

Planned sale date September 4, 2026 Date of planned Rule 144 sale and option exercise

Key Terms

Rule 144, aggregate market value, Exercise of Options Under a Registered Plan, Issuer

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

aggregate market value financial

"31968 | 2912380.70 | 115911056 | 09/04/2026 | NYSE"

Aggregate market value is the combined price you would pay to buy all outstanding shares of a company or all companies in a group at current market prices — essentially the sum of each stock’s market capitalization. It matters to investors because it shows the overall size and weight of an investment or sector (like the total cost to buy every piece of a puzzle), helps compare scale across companies or markets, and influences index composition and risk exposure.

Exercise of Options Under a Registered Plan financial

"Exercise of Options Under a Registered Plan | Issuer"

Issuer regulatory

"Exercise of Options Under a Registered Plan | Issuer"

FAQ

What insider sale did DONALDSON Co INC (DCI) report for Tod Carpenter?

Tod Carpenter filed to sell 31,968 shares of Donaldson common stock under Rule 144. The transaction is to be executed through Morgan Stanley Smith Barney with an aggregate market value of $2,912,380.70 based on the referenced market price.

When will the planned Rule 144 sale for DCI shares occur?

The planned Rule 144 sale of 31,968 DCI shares by officer Tod Carpenter is dated September 4, 2026. The notice also states the shares are related to an exercise of options under a registered plan on the same date.

How many Donaldson (DCI) shares has Tod Carpenter sold recently?

In addition to the planned sale of 31,968 shares, Tod Carpenter previously sold 3,032 shares of Donaldson common stock on August 31, 2026 for $275,912.00 during the past three months.

What is the aggregate market value of Tod Carpenter’s planned DCI share sale?

The notice lists an aggregate market value of $2,912,380.70 for the 31,968 DCI shares that Tod Carpenter plans to sell under Rule 144, reflecting the market price used in the form’s calculation.

How many Donaldson (DCI) shares are outstanding as referenced in this Rule 144 notice?

The notice references 115,911,056 shares of Donaldson common stock as outstanding, providing context for the planned sale of 31,968 shares by officer Tod Carpenter under Rule 144.

Through which broker will the planned DCI share sale be executed?

The planned sale of 31,968 DCI shares by Tod Carpenter is to be handled through Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, New York, NY.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/04/2026 - 04:15 PM Accepted by SEC EDGAR 09/04/2026 - 04:14 PM Learn about SEC filing dates

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001441791
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	DONALDSON COMPANY, INC.
SEC File Number	001-07891
Address of Issuer	1400 West 94th Street Minneapolis MINNESOTA 55431
Phone	952-887-3131
Name of Person for Whose Account the Securities are To Be Sold	TOD CARPENTER
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer
Relationship to Issuer	Director

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	31968	2912380.70	115911056	09/04/2026	NYSE

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	09/04/2026	Exercise of Options Under a Registered Plan	Issuer			31968	09/04/2026	Cash

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
TOD CARPENTER 1400 West 94th Street Minneapolis MN 55431	Common	08/31/2026	3032	275912.00

144: Remarks and Signature

Remarks
Date of Notice	09/04/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/ Tod E Carpenter
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)