DCI Form 4: 11,500-share option granted; 3,863 shares held

Rhea-AI Filing Summary

Reporting person Darcy J. DeVincke, Chief Human Resources Officer of Donaldson Co. Inc. (DCI), reported transactions dated 10/01/2025. The report shows an indirect holding of 3,863 shares of Common Stock held indirectly through a Benefit Plan Trust. It also discloses an employee stock option grant for 11,500 shares with an exercise price of $82.08, granted 10/01/2025, exercisable beginning 10/01/2026 and expiring 10/01/2035. The option vests in three equal annual installments starting on 10/01/2026. The Form 4 was signed by an attorney-in-fact and filed on 10/03/2025.

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^*

DeVincke Darcy J

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Human Resources Officer

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								3,863	I	By Benefit Plan Trust

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		11,500		(1)	10/01/2035	Common Stock	11,500	$0	11,500	D

Explanation of Responses:

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

Remarks:

	/s/ Amy C. Becker, Attorney-in-Fact for Darcy J. DeVincke	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 insider transactions did Donaldson (DCI) report on 10/01/2025?

The Form 4 reports an 11,500-share employee stock option grant at an exercise price of $82.08 and an indirect holding of 3,863 common shares via a Benefit Plan Trust.

When does the reported employee stock option for DCI become exercisable and when does it expire?

The option is exercisable starting 10/01/2026 and expires on 10/01/2035.

How does the option vest according to the Form 4 for DCI insider Darcy DeVincke?

The option vests in three equal annual installments beginning on 10/01/2026.

What is the relationship of the reporting person to Donaldson (DCI)?

The reporting person, Darcy J. DeVincke, is an Officer serving as Chief Human Resources Officer and is filing as a single reporting person.

Who signed and filed the Form 4 for the DCI filing?

The Form 4 was signed by Amy C. Becker, Attorney-in-Fact for Darcy J. DeVincke and dated 10/03/2025.