Donaldson (DCI) Form 3: Insider Driesen Discloses Shares and Option Grants

Rhea-AI Filing Summary

Bart C. Driesen filed an Initial Form 3 reporting ownership in Donaldson Company, Inc. (DCI). He directly owns 5,161 shares of common stock and holds a series of employee stock options exercisable between 09/22/2027 and 10/01/2034 covering 65,200 underlying shares in total. Exercise prices range from $45.43 to $73.17. Several option grants have vesting schedules noted in the filing.

Positive

• Initial Section 16 disclosure completed for insider transparency
• Direct ownership of 5,161 shares clearly reported
• Detailed listing of employee stock options with exercisability dates and strike prices
• Vesting schedules provided for applicable option awards

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine initial insider disclosure showing modest direct ownership and extensive option awards.

The Form 3 is an initial Section 16 filing that documents the reporting person’s direct holdings of 5,161 common shares and option-based economic exposure to 65,200 shares via employee stock options with staggered exercisability from 2027 to 2034. The range of strike prices and multiple vesting schedules are consistent with standard executive compensation packages. There are no derivative liabilities or pledges disclosed. This is informational for monitoring insider activity and potential future share issuance upon exercise.

Corporate Governance Expert

TL;DR: Standard governance disclosure; shows transparency on insider equity and option vesting timelines.

The filing provides clear disclosure of direct ownership and detailed option grants, including vesting rules and exercisability dates. Such disclosure supports transparency around potential insider selling or dilution from option exercises. The signature by an attorney-in-fact is noted, and no amendments or joint filers are indicated. Nothing in the filing suggests governance or compliance concerns beyond routine reporting.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Driesen Bart C.

(Last) (First) (Middle)

1400 WEST 94TH STREET

(Street)

BLOOMINGTON MN 55431

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/26/2025

3. Issuer Name and Ticker or Trading Symbol
DONALDSON Co INC [ DCI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	5,161	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	(1)	09/22/2027	Common Stock	4,000	$45.43	D
Employee Stock Option (right to buy)	(1)	09/21/2028	Common Stock	3,000	$59.18	D
Employee Stock Option (right to buy)	(1)	09/26/2029	Common Stock	4,000	$51.61	D
Employee Stock Option (right to buy)	(1)	09/24/2030	Common Stock	4,000	$46.06	D
Employee Stock Option (right to buy)	(1)	09/23/2031	Common Stock	4,000	$59.4	D
Employee Stock Option (right to buy)	(1)	09/22/2032	Common Stock	14,500	$50.89	D
Employee Stock Option (right to buy)	(2)	09/21/2033	Common Stock	15,900	$59.66	D
Employee Stock Option (right to buy)	(3)	10/01/2034	Common Stock	16,800	$73.17	D

Explanation of Responses:

1. Fully vested

2. The option vests in three equal annual installments beginning on September 21, 2024.

3. The option vests in three equal annual installments beginning on October 1, 2025.

Remarks:

	Amy C. Becker, Attorney-in-Fact for Bart Driesen	10/01/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did Bart C. Driesen report on the Form 3 for DCI?

The Form 3 reports 5,161 directly owned common shares and employee stock options covering 65,200 underlying shares with exercisability from 09/22/2027 to 10/01/2034.

Are the reported stock options exercisable immediately?

Some options are fully vested as noted, while others have vesting schedules that begin on specified dates such as 09/21/2024 or 10/01/2025 per the filing.

Does the Form 3 indicate any indirect ownership or pledges for DCI?

No indirect ownership, pledges, or other forms of beneficial ownership are disclosed; all listed holdings are reported as Direct (D).

Who signed the Form 3 filing for Bart C. Driesen?

The filing is signed by Amy C. Becker, Attorney-in-Fact for Bart Driesen on 10/01/2025.

Does the Form 3 show joint filing or multiple reporting persons?

The form indicates it was filed by one reporting person and no joint or group filing is reported.