[144] Donaldson Company, Inc. SEC Filing

Rhea-AI Filing Summary

Form 144 filing overview: Donaldson Company, Inc. (DCI) has submitted a Form 144 indicating the proposed sale of up to 45,808 common shares through Morgan Stanley Smith Barney LLC on the NYSE. The filing lists an aggregate market value of $3.29 million for the shares and an approximate sale date of 07/10/2025. The shares were acquired the same day via cash exercise of employee stock options.

Insider selling activity: The notice also discloses that Tod Carpenter sold 14,192 shares during the prior three months (sales on 07/08/2025 and 07/09/2025) for total gross proceeds of $1.01 million. When combined with the new notice, Carpenter could dispose of up to 60,000+ shares within a short window.

Ownership context: With 116,519,946 shares outstanding, the proposed 45,808-share sale represents approximately 0.04 % of total shares, suggesting limited dilution risk but providing a datapoint on insider sentiment.

Regulatory notes: Under Rule 144, the filer certifies that no undisclosed material adverse information exists and that volume and manner-of-sale limits are observed. The broker listed will conduct the sale on the open market.

Positive

• None.

Negative

• Insider plans to sell 45,808 shares worth $3.29 M, which can signal reduced confidence or create short-term stock overhang.
• The same insider sold 14,192 additional shares within the last three months, intensifying selling pressure perceptions.

Insights

Securities Analyst

TL;DR: Insider plans to sell 45.8k DCI shares worth $3.3 M; modest size but may pressure short-term sentiment.

Impact assessment: The filing is modest in scale—about 0.04 % of shares outstanding—yet insider sales often draw investor scrutiny. Coupled with recent 14.2k-share disposals, the cumulative selling may raise questions about management’s outlook even if mechanically linked to option exercises. Market impact should be limited given DCI’s liquidity, but short-term perception could skew negative.

Corporate Governance Expert

TL;DR: Repeated sales by a key insider highlight transparency but can fuel governance-related concerns.

The Form 144 maintains compliance with disclosure rules and affirms no undisclosed adverse information; this is good governance practice. However, investors often interpret clustered sales—45.8k shares now plus 14.2k recently—negatively, particularly when the insider is a senior executive. Although the percentage is small, boards should ensure clear communication of trading-plan motives to mitigate perception risk.

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	45808	3285006.20	116519946	07/10/2025	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	07/10/2025	Exercise of options under a registered plan	Issuer			45808	07/10/2025	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

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	07/09/2025	2159	153289.00
TOD CARPENTER 1400 West 94th Street Minneapolis MN 55431	Common	07/08/2025	12033	855154.02

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

How many Donaldson (DCI) shares are being proposed for sale in this Form 144?

The filing covers up to 45,808 common shares.

What is the market value of the shares listed in the DCI Form 144?

The aggregate market value is $3,285,006.20.

When is the approximate sale date for the DCI shares?

The Form 144 lists an approximate sale date of 07/10/2025.

Which broker will handle the sale of Donaldson shares?

Morgan Stanley Smith Barney LLC, Executive Financial Services division.

How much did the insider sell in the previous three months?

Prior sales totaled 14,192 shares for $1.01 million in gross proceeds.

What percentage of total shares outstanding does the proposed sale represent?

Approximately 0.04 % of the 116,519,946 shares outstanding.