Every 8-K that Donaldson Company, Inc. (DCI) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow DCI and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full DCI filings page.
Donaldson Co Inc (DCI) reported record fourth-quarter and full-year fiscal 2026 results. Fourth-quarter net sales were $1.06 billion, up 8.0%, with GAAP diluted EPS of $1.10, up 13.4%, and adjusted EPS of $1.15, up 11.7%. Full-year 2026 net sales were $3.89 billion, up 5.3%, and GAAP net earnings rose 23.7% to $453.8 million, with GAAP EPS of $3.85 and adjusted EPS of $3.98, up 8.2%.
Gross margin improved to 36.3% in Q4 and 34.6% for the year, with adjusted operating margin for 2026 at 16.0%. Mobile Solutions sales grew 5.6% for the year, Industrial Solutions 2.6%, and Life Sciences 12.8%. The Facet acquisition added about $30 million in Q4 sales and contributed to higher aerospace and defense revenue, but helped drive long-term debt up to $1.28 billion and interest expense to $36.0 million, up 48.8%.
Free cash flow was $426.5 million, and Donaldson returned about $250 million through dividends and share repurchases. For fiscal 2027, the company projects sales growth of 5.5%–9.5% and EPS of $4.22–$4.38, and expects operating margin between 16.6% and 17.2%, implying another potential record year.
Donaldson Company, Inc. reports that Board member Douglas A. Milroy has decided to resign from the Board of Directors. He notified the Board on July 23, 2026, and his resignation will be effective July 31, 2026.
Milroy has served on Donaldson’s Board since 2016. The report does not provide additional details regarding this Board change.
Donaldson Company reported record fiscal third quarter 2026 sales of $995.1 million, up 5.8%, with GAAP net earnings of $118.1 million versus $57.8 million a year ago. Diluted EPS rose to $1.00 from $0.48.
Adjusted net earnings were $125.5 million and adjusted diluted EPS were $1.06, up from $118.9 million and $0.99. Operating margin was 15.6%, with an all-time high adjusted operating margin of 16.6%. Mobile and Life Sciences delivered solid growth, while Industrial Solutions was softer.
The company closed the all-cash $829 million Facet Filtration acquisition, to be reported in Industrial Solutions. For fiscal 2026, organic adjusted EPS is guided to $3.94–$4.01, 7–9% above 2025 adjusted EPS, on organic sales growth of 3–5% and adjusted operating margin of 15.8–16.2%. Year to date, Donaldson paid $104.0 million in dividends and repurchased 1.2% of shares for $108.5 million.
Donaldson Company, Inc. entered into a new three-year, unsecured, delayed draw term loan credit facility of $400 million with a syndicate of lenders, with Wells Fargo Bank, National Association serving as administrative agent. This provides committed borrowing capacity in U.S. dollars, and no amount was outstanding under the facility as of April 8, 2026.
The Agreement includes financial covenants requiring a consolidated interest coverage ratio of at least 3.5 to 1.00 and an adjusted debt-to-EBITDA ratio of no more than 3.50 to 1.00, with a temporary increase allowed in connection with a defined Material Acquisition. It also contains additional covenants on priority debt, liens, indebtedness and investments, and allows lenders to accelerate amounts due or terminate commitments upon specified default events.
Donaldson Company, Inc. reported fiscal Q2 2026 record sales of $896.3 million, up 3.0% from a year ago, with GAAP net earnings of $92.5 million and diluted EPS of $0.78, slightly below $0.79 last year. Adjusted EPS was $0.83, flat versus the prior-year record.
Gross margin declined to 33.5% from 35.2%, while operating margin fell to 13.2%, or 14.0% on an adjusted basis. Life Sciences sales grew 16.2%, Industrial Solutions rose 2.4%, and Mobile Solutions increased 1.6%. The company agreed to acquire Facet for approximately $820 million in cash and now forecasts fiscal 2026 adjusted EPS of $3.93–$4.01 and record full-year sales and margins.
Donaldson Company, Inc. entered into a Securities Purchase Agreement to acquire all equity interests of Facet (Oklahoma) LLC and Facet Netherlands B.V. for $820 million in cash, subject to customary purchase price adjustments for cash, debt, transaction expenses and net working capital.
Closing is conditioned on antitrust clearance under the Hart-Scott-Rodino Act, certain foreign investment filings, absence of blocking laws or orders, accuracy of representations and warranties, covenant compliance, and no material adverse effect on Facet. The agreement can be terminated if the deal has not closed by October 31, 2026, with an option to extend by up to six months.
Donaldson Company, Inc. announced a planned CEO transition. Richard B. Lewis, currently Chief Operating Officer, will become President and Chief Executive Officer and join the Board on March 2, 2026. He succeeds Tod E. Carpenter, who will retire as CEO on March 1, 2026 and remain Executive Chairman to support the transition.
Lewis, age 54, has been with the company since 2002 in multiple leadership roles. In connection with his promotion, his annual base salary for the remainder of fiscal 2026 was set at $1,088,000, and his annual cash incentive target was set at 110% of base salary. He will receive incremental equity awards with an aggregate grant date fair value of $942,500, split equally between a performance stock unit for the 2026–2028 period and a non-qualified stock option.
Carpenter’s annual base salary for the remainder of 2026 was reduced to $880,000, effective March 2, 2026, for his role as Executive Chairman, with his cash incentive target remaining at 120% of base salary. The company also furnished a press release as an exhibit announcing the CEO succession.
Donaldson Company, Inc. reported that it has released its financial results for the quarter ended October 31, 2025. The company announced these quarterly results through a press release dated December 4, 2025, which is attached as an exhibit to this report. This update informs investors that detailed financial and operating information for the quarter is now publicly available in that press release.
Donaldson Company, Inc. reported the results of its 2025 Annual Meeting of Stockholders held on November 21, 2025. Stockholders elected four directors: Douglas A. Milroy received 91,803,644 votes for and 5,949,474 withheld; Richard M. Olson received 90,038,371 for and 7,714,747 withheld; Daniel P. Shine received 97,348,024 for and 405,094 withheld; and Jacinth C. Smiley received 96,991,970 for and 761,148 withheld, with 9,705,334 broker non-votes on each.
Stockholders approved the non-binding advisory vote on executive compensation, with 90,657,554 votes for, 6,173,524 against, 922,040 abstentions, and 9,705,334 broker non-votes. They also ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for the fiscal year ending July 31, 2026, with 104,131,883 votes for, 2,966,465 against, and 360,104 abstentions.