Donaldson (NYSE: DCI) director discloses stock purchases and new option grant

Rhea-AI Filing Summary

Donaldson Company director James J. Owens reported new equity awards and share acquisitions. On January 2, 2026, he acquired 900 shares of Donaldson common stock at a reported price of $0 per share and an additional 250 shares at $89.93 per share. Following these transactions, he directly beneficially owned 22,215 shares of common stock.

Owens also received a stock option giving him the right to buy 3,000 Donaldson shares at an exercise price of $89.93 per share, expiring on January 2, 2036. The option vests in three equal annual installments beginning on January 2, 2027, which means the right to exercise the option phases in over three years.

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

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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^*

Owens James

(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	21,965	D
Common Stock	01/02/2026		A		250	A	$89.93	22,215	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 James J. Owens	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).
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FAQ

What insider transaction did Donaldson (DCI) report for James J. Owens?

The filing shows that director James J. Owens acquired Donaldson common stock and received a new stock option on January 2, 2026. He obtained 900 shares at a reported price of $0 per share, 250 shares at $89.93 per share, and a stock option for 3,000 shares with an exercise price of $89.93.

How many Donaldson (DCI) shares does James J. Owens own after the reported transactions?

After the reported transactions on January 2, 2026, James J. Owens directly beneficially owned 22,215 shares of Donaldson common stock, according to the Form 4.

What are the terms of the new stock option granted to the Donaldson (DCI) director?

The new stock option gives James J. Owens the right to buy 3,000 shares of Donaldson common stock at an exercise price of $89.93 per share. It expires on January 2, 2036 and vests in three equal annual installments starting on January 2, 2027.

What role does the reporting person hold at Donaldson (DCI)?

The reporting person, James J. Owens, is identified as a director of Donaldson Company, Inc. in the Form 4 filing.

Were both stock and options involved in this Donaldson (DCI) Form 4 filing?

Yes. The filing reports non-derivative common stock transactions totaling 1,150 shares acquired and a derivative security in the form of a stock option covering 3,000 underlying shares of Donaldson common stock.

How is the new Donaldson (DCI) stock option structured for vesting?

The filing explains that the option granted to James J. Owens vests in three equal annual installments beginning on January 2, 2027, so one-third of the option becomes exercisable each year over three years.