Donaldson (DCI) director reports stock purchases and 3,000-share option award

Rhea-AI Filing Summary

Donaldson Company director reports new stock and option awards. Director Jacinth C. Smiley acquired 900 shares of Donaldson common stock on 01/02/2026 at a reported price of $0, and an additional 250 shares on the same date at $89.93 per share. After these transactions, she directly holds 7,644 shares of common stock.

On 01/02/2026, she was also granted a stock option to buy 3,000 shares of Donaldson common stock at an exercise price of $89.93 per share, expiring on 01/02/2036. The option vests in three equal annual installments beginning on January 2, 2027, reflecting a long-term incentive structure tied to the company’s equity.

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^*

Smiley Jacinth C

(Last) (First) (Middle)

1400 WEST 94TH STREET

(Street)

BLOOMINGTON MN 55431

(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
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/02/2026

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	01/02/2026		A		900	A	$0	7,394	D
Common Stock	01/02/2026		A		250	A	$89.93	7,644	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
Stock Option (right to buy)	$89.93	01/02/2026		A		3,000		(1)	01/02/2036	Common Stock	3,000	$0	3,000	D

Explanation of Responses:

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

Remarks:

	Amy C. Becker, Attorney-in-Fact for Jacinth C. Smiley	01/06/2026
	** 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 insider transaction did Donaldson (DCI) report for Jacinth C. Smiley?

Donaldson reported that director Jacinth C. Smiley acquired 900 shares of common stock at a reported price of $0 and 250 shares at $89.93 per share on 01/02/2026.

How many Donaldson (DCI) shares does the director own after the reported transactions?

Following the reported transactions, Jacinth C. Smiley directly owns 7,644 shares of Donaldson common stock.

What stock option was granted to the Donaldson (DCI) director in this Form 4?

The director received a stock option for 3,000 shares of Donaldson common stock with an exercise price of $89.93 per share, dated 01/02/2026, and expiring on 01/02/2036.

When do the new Donaldson (DCI) stock options for the director vest?

The stock option granted to Jacinth C. Smiley vests in three equal annual installments beginning on January 2, 2027.

Is the reporting person in this Donaldson (DCI) Form 4 a director or officer?

The reporting person is identified as a Director of Donaldson Company, and the Form 4 is filed by one reporting person.

What type of securities are involved in this Donaldson (DCI) Form 4 filing?

The filing involves Donaldson common stock and a stock option covering 3,000 shares of common stock.