[Form 4] DONALDSON Co INC Insider Trading Activity

Rhea-AI Filing Summary

Bradley J. Pogalz, Chief Financial Officer of Donaldson Company, reported changes in beneficial ownership on Form 4. On 10/01/2025 he exercised an employee stock option with an exercise price of $82.08 to acquire 23,900 shares of Common Stock; those shares are held directly following the transaction. The option has an expiration date of 10/01/2035 and vests in three equal annual installments beginning on October 1, 2026. The filing also discloses indirect beneficial ownership of 47 and 798 shares held by a benefit plan trust. The Form 4 was signed by Amy C. Becker as attorney-in-fact on 10/03/2025.

Insights

Insider Transactions Analyst

Insider exercised $82.08 option for 23,900 shares; vesting delayed to 2026.

The CFO, Bradley J. Pogalz, exercised an employee stock option on 10/01/2025 creating direct ownership of 23,900 shares with a stated exercise price of $82.08. The option's expiration is 10/01/2035, and the filing notes vesting occurs in three equal installments starting 10/01/2026, meaning full vested ownership is multi‑year.

This disclosure is material insofar as it shows management shareholding and timing of future vesting, but the form does not state the cash proceeds or immediate market sale, so market impact cannot be inferred from the filing alone.

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).

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)
10/01/2025

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								47	I	By Benefit Plan Trust.
Common Stock								798	I	By Benefit Plan Trust

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)	$82.08	10/01/2025		A		23,900		(1)	10/01/2035	Common Stock	23,900	$0	23,900	D

Explanation of Responses:

1. The option vests in three equal annual installments beginning on October 1, 2026.

Remarks:

	Amy C. Becker, Attorney-in-Fact for Bradley J. Pogalz	10/03/2025
	** 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).
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