[Form 4] DONALDSON Co INC Insider Trading Activity

Rhea-AI Filing Summary

Tod E. Carpenter, Chairman, President and CEO of DONALDSON Co Inc (DCI), reported insider transactions dated 09/25/2025. The filing shows vested/benefit-plan holdings of 11,079 and 11,815 shares held indirectly in benefit plan trusts. On 09/25/2025 he acquired 36,296 shares (reported at $0) and disposed of 17,858 shares at $80.04. The filing lists beneficial ownership figures of 316,557 and 298,699 shares following the reported transactions.

Insights

Financial Analyst

TL;DR: Insider reported routine vesting and a partial sale; net direct holdings remain substantial.

The Form 4 records standard equity activity for a senior executive: indirect holdings in benefit plan trusts, a reported acquisition of 36,296 shares (coded A, reported at $0 which commonly indicates vesting or distribution from a plan), and a sale of 17,858 shares at $80.04 (coded F). These transactions leave the reporting person with reported beneficial ownership figures near the 300k-share level, reflecting continued material ownership but routine portfolio activity rather than a company-altering event.

Corporate Governance Expert

TL;DR: Transactions are typical for an executive managing compensation and liquidity; not a governance red flag.

The filing identifies Tod E. Carpenter as both an officer and director. The mix of indirect benefit-plan holdings and a contemporaneous acquisition and sale suggests scheduled vesting and a discretionary or rule-based sale rather than an unusual insider pattern. The filing is informational and does not disclose any new agreements or changes in control.

Insider Trade Summary

4 transactions reported

Mixed 4 txns

Insider Carpenter Tod E.

Role Chairman, President and CEO

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	36,296	$0.00	--
Tax Withholding	Common Stock	17,858	$80.04	$1.43M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 316,557 shares (Direct); Common Stock — 11,079 shares (Indirect, By Benefit Plan Trust.)

Footnotes (1)

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Form 4 Insider Transactions: What Each Field Means →

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

Carpenter Tod E.

(Last) (First) (Middle)

1400 WEST 94TH STREET

(Street)

BLOOMINGTON MN 55431-2303

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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								11,079	I	By Benefit Plan Trust.
Common Stock								11,815	I	By Benefit Plan Trust
Common Stock	09/25/2025		A		36,296	A	$0	316,557	D
Common Stock	09/25/2025		F		17,858	D	$80.04	298,699	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

Explanation of Responses:

Remarks:

	Amy C. Becker, Attorney-in-fact for Tod E. Carpenter	09/29/2025
	** 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.