Donaldson (DCI) Insider Sale Notice — 31,900 Shares via Morgan Stanley

Rhea-AI Filing Summary

Donaldson Company, Inc. (DCI) insider filing indicates proposed sale of common stock. The notice reports an intended sale of 31,900 shares on 08/28/2025 through Morgan Stanley Smith Barney (NYSE), with an aggregate market value of $2,550,593.21. The shares represent a small fraction of the company's 116,519,946 outstanding shares. The securities were acquired the same day by exercise of options under a registered plan (18,700 and 13,200 shares) and were paid for in cash. The filer reports no other sales in the prior three months. The notice includes the standard representation that the seller knows of no undisclosed material adverse information.

Positive

• Clear compliance with Rule 144 including broker, share counts, and acquisition details
• No securities sold in prior three months, reducing concerns about frequent insider disposition
• Securities were acquired by exercise of options and paid in cash, indicating standard option monetization

Negative

• Insider intends to sell 31,900 shares, which may be viewed negatively by some investors despite small relative size

Insights

Securities Analyst

TL;DR: Routine insider sale following option exercises; small relative size and appears procedural.

The filing documents a planned sale of 31,900 shares arising from option exercises on the same date, settled in cash. At an aggregate value of $2.55 million versus 116.5 million shares outstanding, the transaction is immaterial to company capitalization and consistent with routine option-exercise monetization. The absence of other sales in the past three months and the seller's representation about undisclosed material information reduce immediate governance or disclosure concerns. This is a compliance-driven filing rather than a signal of company-specific operational news.

Corporate Governance Expert

TL;DR: Filing shows compliance with Rule 144 and includes required representations; no red flags in disclosure.

The notice specifies the broker, sale date, share counts, and that acquisition resulted from exercises under a registered plan paid in cash. Those elements meet Rule 144 disclosure expectations. Because the filing affirms no knowledge of undisclosed material adverse information and reports no recent sales, it aligns with standard insider liquidity activity and proper disclosure practices. No governance or control changes are indicated.

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	31900	2550593.21	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			18700	08/28/2025	Cash
Common	08/28/2025	Exercise of options under a registered plan	Issuer			13200	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 does the Form 144 filed for DCI report?

The filing reports a proposed sale of 31,900 common shares of Donaldson Company, Inc. to occur on 08/28/2025 via Morgan Stanley, valued at $2,550,593.21.

How were the shares acquired that are being sold?

The shares were acquired on 08/28/2025 by exercise of options under a registered plan (18,700 and 13,200 shares) and paid for in cash.

Does the filing indicate other recent insider sales for DCI?

The filing states "Nothing to Report" for securities sold during the past three months.

Who is the broker handling the sale in the Form 144?

The broker named is Morgan Stanley Smith Barney LLC Executive Financial Services, located at 1 New York Plaza, 8th Floor, New York, NY.

How significant is the sale relative to Donaldson's outstanding shares?

The sale of 31,900 shares is a small portion of the 116,519,946 shares outstanding reported in the filing.