Donaldson CFO nets 871 shares after option exercise

DONALDSON Co INC (DCI) reported that Chief Financial Officer Bradley J. Pogalz exercised employee stock options for 3,000 shares at an exercise price of $42.72 per share, receiving 3,000 shares of common stock.

Rhea-AI Filing Summary

DONALDSON Co INC (DCI) reported that Chief Financial Officer Bradley J. Pogalz exercised employee stock options for 3,000 shares at an exercise price of $42.72 per share, receiving 3,000 shares of common stock. On the same date, 2,129 shares of common stock were delivered or withheld at $91.84 per share for payment of exercise price or tax liability, resulting in a net acquisition of 871 shares. The exercised option position is now fully vested and exhausted, and he also reports indirect holdings of 47 and 888 shares of common stock held by a Benefit Plan Trust.

Insider Trade Summary

3,000 shares exercised/converted

Exercise 5 txns

Insider Pogalz Bradley J.

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy) F1	3,000	$0.00	$0.00
Exercise	Common Stock	3,000	$42.72	$128K
Exercise Price or Tax Liability	Common Stock	2,129	$91.84	$196K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 1,305 shares (Direct); Common Stock — 47 shares (Indirect, By Benefit Plan Trust.); Common Stock — 888 shares (Indirect, By Benefit Plan Trust)

Footnotes (1)

1. F1. Fully vested

Key Figures

Options exercised: 3,000 shares of Employee Stock Option (right to buy) Option exercise price: $42.72 per share Shares delivered/withheld for exercise price or tax liability: 2,129 shares of Common Stock +4 more

7 metrics

Options exercised 3,000 shares of Employee Stock Option (right to buy) Exercised on 2026-08-27

Option exercise price $42.72 per share Exercise price for 3,000 options into common stock

Shares delivered/withheld for exercise price or tax liability 2,129 shares of Common Stock Code F transaction on 2026-08-27 at $91.84 per share

Price for exercise price or tax liability shares $91.84 per share Applied to 2,129 shares delivered or withheld

Net shares acquired from exercise 871 shares of Common Stock 3,000 shares received minus 2,129 shares delivered/withheld

Indirect holdings (Benefit Plan Trust) 47 shares of Common Stock Indirect ownership by Benefit Plan Trust

Additional indirect holdings (Benefit Plan Trust) 888 shares of Common Stock Indirect ownership by Benefit Plan Trust

Key Terms

Employee Stock Option (right to buy), Exercise or conversion of derivative security, Payment of exercise price or tax liability by delivering or withholding securities, Benefit Plan Trust

4 terms

Employee Stock Option (right to buy) financial

"security_title: "Employee Stock Option (right to buy)""

Exercise or conversion of derivative security financial

"transaction_code_description: "Exercise or conversion of derivative security""

Payment of exercise price or tax liability by delivering or withholding securities financial

"transaction_code_description: "Payment of exercise price or tax liability by delivering or withholding securities""

Benefit Plan Trust financial

"nature_of_ownership: "By Benefit Plan Trust""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did DCI CFO Bradley J. Pogalz report on this Form 4?

Bradley J. Pogalz exercised 3,000 employee stock options at $42.72 per share, receiving 3,000 DCI common shares, and 2,129 shares were delivered or withheld at $91.84 per share for payment of exercise price or tax liability, resulting in a net acquisition of 871 shares.

What was the option exercise price reported for DCI on this Form 4?

The employee stock options exercised by Bradley J. Pogalz had an exercise price of $42.72 per share for 3,000 shares of DONALDSON Co INC (DCI) common stock.

How many DCI shares were used to pay exercise price or taxes on this Form 4?

A total of 2,129 shares of DONALDSON Co INC common stock were delivered or withheld at $91.84 per share for payment of exercise price or tax liability related to the option exercise.

What is the net number of DCI shares the CFO acquired in this Form 4?

Bradley J. Pogalz received 3,000 shares from option exercise and 2,129 shares were delivered or withheld, resulting in a net acquisition of 871 shares of DONALDSON Co INC common stock on August 27, 2026.

What indirect DCI holdings does the CFO report in this Form 4?

Bradley J. Pogalz reports indirect ownership of DCI common stock of 47 shares and 888 shares, each held by a Benefit Plan Trust, in addition to his directly held shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 08/28/2026 - 10:58 AM EDT Accepted by SEC EDGAR 08/28/2026 - 10:57 AM EDT Learn about SEC filing dates

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).

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 MINNESOTA 55440-1299

(City) (State) (Zip)

UNITED STATES

(Country)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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								47	I	By Benefit Plan Trust.
Common Stock								888	I	By Benefit Plan Trust
Common Stock	08/27/2026		M		3,000	A	$42.72	3,434	D
Common Stock	08/27/2026		F		2,129	D	$91.84	1,305	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)	$42.72	08/27/2026		M			3,000	(1)	12/16/2026	Common Stock	3,000	$0	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker, Attorney-in-Fact for Bradley J. Pogalz	08/28/2026
	** 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).
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.
* Form 4: SEC 1474 (03-26)