Donaldson (DCI) insider reports 5,186-share option; 1,644 shares sold

Rhea-AI Filing Summary

Andrew J. Cebulla, Corporate Controller of DONALDSON Co INC (DCI), reported changes in ownership on a Form 4. The filing shows a grant of an employee stock option for 5,186 shares with an exercise price of $82.08 and an exercise/expiration window listed through 10/01/2035. The option was granted on 10/01/2025 and the filing notes it vests in three equal annual installments beginning 10/01/2026. After the reported transactions the reporter beneficially owns 5,186 underlying shares via the option reported as direct ownership. The form also records a disposition of 1,644 shares and an indirect holding of 287 shares held by benefit plan trust. The filing is signed on behalf of Mr. Cebulla by an attorney-in-fact on 10/03/2025.

Positive

• 5,186-share employee stock option granted at an $82.08 exercise price
• Vesting schedule disclosed: vests in three equal annual installments beginning 10/01/2026

Negative

• Disposition of 1,644 shares reported on 10/01/2025

Insights

Corporate Governance Analyst

Insider received an equity incentive and recorded a small share disposition.

The filing documents an employee stock option grant of 5,186 shares to Andrew J. Cebulla with an $82.08 exercise price dated 10/01/2025. The option vests in three equal annual installments starting 10/01/2026, which clarifies the vesting timeline and future potential dilution if exercised.

The report also records a disposition of 1,644 shares and an indirect holding of 287 shares in a benefit plan trust; these are transactional details required under Section 16 reporting and do not, by themselves, indicate changes to management control.

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^*

CEBULLA ANDREW 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)
	Corporate Controller

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								287	I	By Benefit Plan Trust
Common Stock								1,644	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
Employee Stock Option (right to buy)	$82.08	10/01/2025		A		5,186		(1)	10/01/2035	Common Stock	5,186	$0	5,186	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 Andrew J. Cebulla	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 the Form 4 for DCI filed by Andrew J. Cebulla report?

The Form 4 reports an employee stock option grant of 5,186 shares at an $82.08 exercise price dated 10/01/2025, a disposition of 1,644 shares, and an indirect holding of 287 shares in a benefit plan trust.

When does the option granted to the DCI Corporate Controller vest?

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

What is the exercise price and expiration date for the option in the DCI filing?

The option has an $82.08 exercise price and shows an exercise/expiration reference of 10/01/2035.

How many shares does Andrew J. Cebulla beneficially own following the reported transactions?

Following the reported transactions, the filing shows 5,186 underlying shares associated with the granted option as beneficially owned.

Who signed the Form 4 on behalf of Andrew J. Cebulla and when?

The Form 4 was signed by Amy C. Becker, Attorney-in-Fact for Andrew J. Cebulla on 10/03/2025.