DCI insider files: 15,300 employee options, 5,161 shares sold

Rhea-AI Filing Summary

Bart C. Driesen, listed as President and an officer of Donaldson Co., Inc. (DCI), reported a transaction dated 10/01/2025 showing two changes in his holdings. He disposed of 5,161 shares of common stock, reducing his non‑derivative holdings, and acquired 15,300 employee stock options with an exercise price of $82.08. The options are exercisable immediately as reported, expire on 10/01/2035, and the filing states the options vest in three equal annual installments beginning on 10/01/2026. The reported ownership after the transactions shows 15,300 underlying shares from the option award held directly.

Positive

• 15,300 employee stock options granted at $82.08 (expiring 10/01/2035)
• Options vest in three equal annual installments, supporting multi‑year retention

Negative

• 5,161 shares disposed of common stock, reducing the reporting person's direct holdings

Insights

Corporate Governance Specialist

Officer received a time‑vested option grant and sold a small block of shares.

The filing records an Award of 15,300 employee stock options at an exercise price of $82.08 with an expiration of 10/01/2035. The grant vests in three equal installments starting 10/01/2026, indicating the award is structured to retain the officer over multiple years.

The report also shows a disposition of 5,161 common shares, reducing non‑derivative holdings. Both transactions are reported as direct ownership changes. These are standard insider actions: a compensation grant and a sale of existing shares.

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
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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^*

Driesen Bart 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)

	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								5,161	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 Bart Driesen	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 this Form 4?

The filing shows a disposition of 5,161 common shares and the acquisition of 15,300 employee stock options at an exercise price of $82.08.

What are the terms of the stock options granted to Bart C. Driesen?

The options have an exercise price of $82.08, expire on 10/01/2035, are reported exercisable, and vest in three equal annual installments beginning 10/01/2026.

Does the Form 4 indicate whether the reported ownership is direct or indirect?

Yes, the Form 4 lists the resulting ownership from the option award as direct ownership.

What is the reporting person's role at Donaldson?

The reporting person, Bart C. Driesen, is identified on the form as President and an officer of the company.

When did the reported transactions occur?

The transactions are dated 10/01/2025 as shown on the Form 4.