STOCK TITAN

Donaldson (NYSE: DCI) CFO exercises options, covers costs with stock

(Neutral)
(Neutral)
Form Type
4

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.

Positive

  • None.

Negative

  • None.
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 shares (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
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
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

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.

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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)
Director10% Owner
XOfficer (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)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock47IBy Benefit Plan Trust.
Common Stock888IBy Benefit Plan Trust
Common Stock08/27/2026M3,000A$42.723,434D
Common Stock08/27/2026F2,129D$91.841,305D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$42.7208/27/2026M3,000 (1)12/16/2026Common Stock3,000$00D
Explanation of Responses:
1. Fully vested
Remarks:
Amy C. Becker, Attorney-in-Fact for Bradley J. Pogalz08/28/2026
** Signature of Reporting PersonDate
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)