DCI Form 144 Filed for 100,500-Share Sale via Morgan Stanley (~$8.1M)

Rhea-AI Filing Summary

Form 144 notice filed relating to Donaldson Company, Inc. (DCI). The filer notified an intended sale of 100,500 common shares through Morgan Stanley Smith Barney LLC on 08/28/2025, with an aggregate market value listed at $8,101,998.45. The filing states these shares were acquired the same day (08/28/2025) by exercise of options under a registered plan and paid for in cash. The form also discloses prior sales by the same person, TOD CARPENTER, totaling 60,000 shares across three transactions on 07/08–07/10/2025 with gross proceeds shown as $4,293,449.22. The notice includes the standard representation that the seller is not aware of undisclosed material adverse information.

Positive

• Compliance: Filing lodged as required under Rule 144, showing regulatory transparency
• Clear acquisition source: Shares acquired via exercise of options under a registered plan and paid in cash

Negative

• Sizeable insider sale: Intended disposition of 100,500 shares with an aggregate market value of $8,101,998.45
• Recent prior sales: Same individual sold 60,000 shares in July 2025 for gross proceeds of $4,293,449.22

Insights

Financial Analyst

TL;DR: Insider exercised options and plans a large sale of 100,500 DCI shares valued at ~$8.1M; prior July sales totaled 60,000 shares.

This Form 144 documents a planned disposition tied to option exercises under a registered plan, which indicates the shares were newly acquired and funded in cash on the same date. The use of a broker (Morgan Stanley Smith Barney LLC) and the filing of Form 144 reflect compliance with Rule 144 reporting requirements. The disclosed July transactions show prior partial monetization by the same seller for roughly $4.29M in gross proceeds. From a liquidity perspective, the filing signals a material individual sale but provides no information about company fundamentals or undisclosed material events.

Corporate Governance Expert

TL;DR: This is a routine insider sale following option exercise; disclosure meets Rule 144 procedural requirements.

The notice identifies the transaction as an exercise under a registered plan and shows timely disclosure of an intended sale through an institutional broker. The signature attestations and representation about material non-public information are present, which is customary for fiduciary and compliance transparency. The filing does not indicate any unusual governance actions or changes in executive roles; it strictly documents transfer and sale activity by an individual.

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

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	100500	8101998.45	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			100500	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

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	07/10/2025	45808	3285006.20
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

What does the Form 144 for DCI disclose about the planned sale?

The filing discloses an intended sale of 100,500 common shares through Morgan Stanley Smith Barney LLC on 08/28/2025, with an aggregate market value of $8,101,998.45.

How were the 100,500 DCI shares acquired according to the filing?

The shares were acquired on 08/28/2025 by exercise of options under a registered plan and the payment was made in cash.

Has the seller previously sold DCI shares recently?

Yes. TOD CARPENTER sold 45,808 shares on 07/10/2025, 2,159 on 07/09/2025, and 12,033 on 07/08/2025, totaling 60,000 shares and gross proceeds of $4,293,449.22.

Which broker is handling the proposed DCI share sale?

The broker named in the notice is Morgan Stanley Smith Barney LLC Executive Financial Services, 1 New York Plaza, 8th Floor, New York, NY 10004.

Does the filing state whether the seller knows any material non-public information?

Yes. By signing, the person represents that they do not know of any material adverse information about the issuer that has not been publicly disclosed.