Donaldson (DCI) president receives 15,500-share stock option grant

Rhea-AI Filing Summary

Donaldson Company President Richard Brent Lewis reported receiving an employee stock option grant to buy 15,500 shares of common stock at an exercise price of $0.00 per share. The option vests in three equal annual installments beginning on March 2, 2027, providing long-term equity-based compensation.

He also reported beneficial ownership of 44,454 shares of common stock directly, plus 838 and 2,039 shares held indirectly through a benefit plan trust, reflecting his existing equity stake but not indicating additional open-market buying or selling.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Lewis Richard Brent

(Last) (First) (Middle)

1400 WEST 94TH STREET

(Street)

BLOOMINGTON MN 55413

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock								838	I	By Benefit Plan Trust.
Common Stock								2,039	I	By Benefit Plan Trust
Common Stock								44,454	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (right to buy)	$95.72	03/02/2026		A		15,500		(1)	03/02/2036	Common Stock	15,500	$0	15,500	D

Explanation of Responses:

1. The option vests in three equal annual installments beginning on March 2, 2027.

Remarks:

	/s/ Amy C. Becker, Attorney-in-fact for Richard B. Lewis	03/04/2026
	** 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 4 (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 Donaldson (DCI) President Richard Brent Lewis report in this Form 4?

He reported a grant of employee stock options covering 15,500 shares of Donaldson common stock at an exercise price of $0.00. The filing also updates his direct and indirect common share holdings, including shares held through a benefit plan trust.

How do the new stock options for Donaldson (DCI) President vest over time?

The 15,500-share employee stock option grant vests in three equal annual installments beginning on March 2, 2027. This schedule ties the President’s compensation to longer-term company performance through staged vesting rather than immediate exercisability.

Did the Donaldson (DCI) Form 4 show the President buying or selling stock?

The Form 4 shows an option grant, categorized as an acquisition, not an open-market buy or sale. Additional lines report updated direct and indirect common stock holdings, but their transaction direction is listed as unknown and not identified as purchases or sales.

What are Richard Brent Lewis’s reported direct common stock holdings in Donaldson (DCI)?

He reported directly holding 44,454 shares of Donaldson common stock after the reported transactions. This direct ownership figure reflects his personal stake separate from any options or shares held indirectly through a benefit plan trust structure.

What indirect Donaldson (DCI) share holdings were disclosed for the President?

The Form 4 lists indirect ownership of 838 and 2,039 Donaldson common shares, each described as held “By Benefit Plan Trust.” These positions represent beneficial interests through plan-related vehicles rather than shares held directly in his own name.

How many derivative securities did the Donaldson (DCI) President hold after this option grant?

Following the transaction, he reported holding 15,500 employee stock options as derivative securities. These options give him the right to buy the same number of Donaldson common shares once vested, according to the three-year installment vesting schedule beginning March 2, 2027.