Donaldson Company (DCI) CFO reports option exercise and stock sale in Form 4

Rhea-AI Filing Summary

Donaldson Company’s chief financial officer reported routine equity transactions in company stock. On 12/09/2025, the officer exercised 1,000 employee stock options at an exercise price of $28 per share, receiving an equal number of common shares. That same day, the officer sold 566 shares of Donaldson common stock at a price of $91.57 per share.

Following these transactions, the officer directly owned 434 shares of Donaldson common stock and also held additional shares indirectly through a benefit plan trust, as noted in the filing. The filing is a standard Form 4, which discloses changes in ownership by company insiders so investors can see how key executives are managing their personal stakes.

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^*

Pogalz Bradley J.

(Last) (First) (Middle)

PO BOX 1299

(Street)

MINNEAPOLIS MN 55440-1299

(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 Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
12/09/2025

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								803	I	By Benefit Plan Trust
Common Stock								47	I	By Benefit Plan Trust.
Common Stock	12/09/2025		M		1,000	A	$28	1,000	D
Common Stock	12/09/2025		S		566	D	$91.57	434	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)	$28	12/09/2025		M			1,000	(1)	12/17/2025	Common Stock	1,000	$0	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker, Attorney-in-Fact for Bradley J. Pogalz	12/10/2025
	** 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 in this Form 4?

The chief financial officer exercised 1,000 employee stock options at $28 per share and sold 566 shares of Donaldson common stock at $91.57 per share on 12/09/2025.

Who is the reporting person in the Donaldson (DCI) Form 4 filing?

The reporting person is an officer of Donaldson Company serving as Chief Financial Officer, as indicated in the relationship section of the filing.

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

After the reported transactions, the chief financial officer directly owned 434 shares of Donaldson common stock and also held additional shares indirectly through a benefit plan trust.

What type of derivative security was involved in the Donaldson (DCI) insider transaction?

The derivative security was an employee stock option (right to buy) Donaldson common stock, covering 1,000 underlying shares with an exercise price of $28 per share.

What is the purpose of this Donaldson (DCI) Form 4 filing?

The Form 4 is filed to disclose changes in beneficial ownership of Donaldson common stock by a company insider, allowing investors to see recent option exercises, share sales, and remaining holdings.

Were Donaldson (DCI) shares held indirectly by the CFO mentioned?

Yes. The filing notes that some Donaldson common stock is held indirectly by the officer through a benefit plan trust, in addition to directly held shares.