DCI insider plans sale of 18,500 shares via Morgan Stanley on NYSE

Rhea-AI Filing Summary

Donaldson Company, Inc. (DCI) notice of proposed sale reports an intended sale of 18,500 common shares, with an aggregate market value of $1,511,666.45, through Morgan Stanley Smith Barney on the NYSE with an approximate sale date of 08/28/2025. The filing states these shares were acquired the same day (08/28/2025) by exercise of options under a registered plan and that payment was made in cash. The filer reports no securities sold by the account in the past three months and includes the required representation that no undisclosed material adverse information about the issuer is known.

Insights

Securities Analyst

TL;DR: A routine insider sale notice: small block from option exercise, administratively required disclosure.

This Form 144 indicates an insider or related person will sell 18,500 shares valued at $1.51 million following same-day exercise of registered options, executed through Morgan Stanley Smith Barney on the NYSE. Relative to the reported outstanding shares (116,519,946), the block is immaterial and is consistent with normal option-exercise liquidity events rather than a signal of operational issues. The filing includes the standard attestation regarding lack of undisclosed material adverse information. For investors, this is a compliance disclosure rather than a material corporate development.

Corporate Governance Specialist

TL;DR: Compliance-driven disclosure of an options exercise sale; governance controls appear to be followed.

The filing documents the proposed sale channel, broker, acquisition method (exercise under a registered plan), and cash payment, satisfying Rule 144 notice requirements. No prior sales in the past three months were reported for the account. Given the small percentage of total outstanding shares, this transaction is unlikely to alter governance dynamics or ownership concentration. The included certification about no undisclosed material adverse facts is standard and indicates adherence to disclosure obligations.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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	18500	1511666.45	116519946	08/28/2025	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	08/28/2025	Exercise of options under a registered plan	Issuer			18500	08/28/2025	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

Nothing to Report

144: Remarks and Signature

Remarks

Date of Notice

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What shares does the DCI Form 144 state will be sold?

The filing states 18,500 common shares of Donaldson Company, Inc. will be sold.

When is the approximate sale date listed on the Form 144 for DCI?

The approximate date of sale is listed as 08/28/2025.

How were the shares acquired according to the Form 144 for DCI?

The shares were acquired on 08/28/2025 by exercise of options under a registered plan, with payment in cash.

What broker and exchange are listed for the proposed sale in the DCI filing?

The broker is Morgan Stanley Smith Barney LLC (Executive Financial Services) and the sale is to occur on the NYSE.

What is the aggregate market value and how many shares outstanding are reported in the filing?

Aggregate market value is $1,511,666.45 and the filing reports 116,519,946 shares outstanding.