Donaldson (NYSE: DCI) director reports 3,000-share option grant, 900 shares

Rhea-AI Filing Summary

Donaldson Company director reports new stock and option awards. On 01/02/2026, the reporting person acquired 900 shares of Donaldson common stock at a stated price of $0, bringing directly held common shares to 1,000.

The same day, the director received a stock option to buy 3,000 shares of Donaldson common stock at an exercise price of $89.93 per share. The option expires on 01/02/2036 and will vest in three equal annual installments beginning on January 2, 2027.

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^*

Shine Daniel P

(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	1,000	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 Daniel P. Shine	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).
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 transaction did Donaldson (DCI) report in this Form 4?

A company director reported acquiring 900 shares of common stock at a stated price of $0 and receiving a stock option for 3,000 shares on 01/02/2026.

How many Donaldson (DCI) shares does the director hold after this transaction?

Following the reported transaction, the director beneficially owns 1,000 shares of Donaldson common stock in direct ownership.

What are the key terms of the new stock option granted by Donaldson (DCI)?

The director received a stock option to buy 3,000 shares of Donaldson common stock at an exercise price of $89.93 per share, expiring on 01/02/2036.

When does the new Donaldson (DCI) stock option begin vesting and how?

The option vests in three equal annual installments, beginning on January 2, 2027, as disclosed in the explanation of responses.

What is the reporting person’s relationship to Donaldson (DCI)?

The reporting person is listed as a Director of Donaldson Company Inc. on the Form 4.

Is this Donaldson (DCI) Form 4 filed for one insider or multiple insiders?

The filing indicates it is a Form filed by one reporting person, not a joint filing.