DCI officer reports 29,244-share sale and 15,300-option exercise

Rhea-AI Filing Summary

Guillermo Briseno, an officer (President) of DONALDSON Co Inc (DCI), reported transactions dated 10/01/2025. The filing shows a disposition of 29,244 shares of common stock and the acquisition/exercise of 15,300 employee stock options with an exercise price of $82.08. The options convert to 15,300 common shares and are recorded as directly owned; the option grant vests in three equal annual installments beginning 10/01/2026. The Form 4 was signed on 10/03/2025 by an attorney-in-fact.

Positive

• 15,300 employee stock options were exercised/recorded as 15,300 directly owned common shares
• Option vesting schedule is disclosed: vests in three equal annual installments starting 10/01/2026, providing clarity on future ownership

Negative

• There was a disposition of 29,244 common shares, reducing the reporting person's immediate shareholdings
• Form 4 contains no explanation for the 29,244-share sale, leaving the reason for the disposition unspecified

Insights

Corporate Governance Analyst

Insider exercised options and sold shares on 10/01/2025.

The report documents a disposition of 29,244 common shares and the exercise/acquisition of 15,300 employee stock options at an exercise price of $82.08. The exercised options are recorded as directly owned shares.

The option vesting schedule—three equal annual installments starting 10/01/2026—is disclosed, so part of the newly acquired options/shares remain subject to future vesting. The filing is procedural and required under Section 16; it discloses ownership change but does not include any explanatory text on purpose of sale.

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).

1. Name and Address of Reporting Person^*

Briseno Guillermo

(Last) (First) (Middle)

PO BOX 1299

(Street)

MINNEAPOLIS MN 55440

(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)
10/01/2025

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								29,244	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)	$82.08	10/01/2025		A		15,300		(1)	10/01/2035	Common Stock	15,300	$0	15,300	D

Explanation of Responses:

1. The option vests in three equal annual installments beginning on October 1, 2026.

Remarks:

	Amy C. Becker, Attorney-in-Fact for Guillermo Briseno	10/03/2025
	** 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 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 Guillermo Briseno report on the Form 4 for DCI?

The Form 4 reports a disposition of 29,244 common shares and the acquisition/exercise of 15,300 employee stock options at an exercise price of $82.08 on 10/01/2025.

Did the exercised options immediately convert to shares for DCI insider filings?

Yes, the filing shows the 15,300 employee stock options correspond to 15,300 common shares recorded as directly owned following the transaction.

What is the vesting schedule for the exercised options in the DCI Form 4?

The options "vest in three equal annual installments beginning on 10/01/2026," as stated in the filing.

When was the Form 4 signed and filed for Guillermo Briseno?

The signature block shows the Form 4 was signed by an attorney-in-fact on 10/03/2025.

Does the Form 4 explain why the 29,244 shares were disposed?

No. The filing discloses the 29,244-share disposition but does not provide a reason or additional explanation for the sale.