Donaldson (DCI) Insider Filing: Grant of 5,942 Shares and Small Sale

Rhea-AI Filing Summary

Richard B. Lewis, President of DONALDSON Co Inc (DCI), reported changes in beneficial ownership on 09/25/2025. The filing shows indirect holdings of 832 and 3,866 shares held by a benefit plan trust. On 09/25/2025 the reporting person recorded an acquisition of 5,942 common shares (price shown as $0) and a separate disposition of 140 common shares at $80.04. Following the reported transactions the filing lists direct beneficial ownership balances of 39,919 and 39,779 shares in successive lines, reflecting the net holdings reported after each transaction.

Positive

• Officer received equity (5,942 shares at $0), indicating compensation alignment with shareholders
• Disclosure includes indirect benefit plan trust holdings, improving transparency about total insider exposure

Negative

• Reported sale of 140 shares at $80.04 reduces direct holdings, though amount is small
• Price of acquisition shown as $0 lacks context in the filing about grant terms or vesting

Insights

Corporate Governance Expert

TL;DR: Routine insider equity grant and minor sale by the company president; typical governance disclosure.

The Form 4 discloses an officer-level insider, Richard B. Lewis, receiving 5,942 common shares (price reported as $0), consistent with a non-cash equity grant or similar award, and a small sale of 140 shares at $80.04. Holdings include indirect shares via a benefit plan trust. These are standard Section 16 disclosures that increase transparency about insider compensation and liquidity activity. No unusual concentrations, pledges, or derivative positions are reported.

Securities Analyst

TL;DR: Transactions are small relative to typical insider positions; informational for modeling insider confidence but not material.

The reported acquisition at a $0 price likely represents an equity award rather than an open-market purchase; the sale of 140 shares at $80.04 is immaterial in size. The filing shows both direct and indirect ownership components, useful for calculating total insider stake. No options, warrants, or derivative activity is disclosed in Table II. This filing does not present new operating metrics or balance-sheet impacts.

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
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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).

1. Name and Address of Reporting Person^*

Lewis Richard Brent

(Last) (First) (Middle)

1400 WEST 94TH STREET

(Street)

BLOOMINGTON MN 55413

(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)
	President

3. Date of Earliest Transaction (Month/Day/Year)
09/25/2025

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								832	I	By Benefit Plan Trust.
Common Stock								3,866	I	By Benefit Plan Trust
Common Stock	09/25/2025		A		5,942	A	$0	39,919	D
Common Stock	09/25/2025		F		140	D	$80.04	39,779	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

Explanation of Responses:

Remarks:

	/s/ Amy C. Becker, Attorney-in-fact for Richard B. Lewis	09/29/2025
	** 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

Who filed the Form 4 for DCI?

The Form 4 was filed for Richard B. Lewis, identified as President of DONALDSON Co Inc (DCI).

What transactions are reported on 09/25/2025 for DCI insider Richard B. Lewis?

The filing reports an acquisition of 5,942 common shares (price shown as $0) and a disposition of 140 common shares at $80.04 on 09/25/2025.

How many shares does the Form 4 show as held indirectly?

The filing lists indirect holdings of 832 shares and 3,866 shares attributed to a benefit plan trust.

What are the reported direct beneficial ownership totals after the transactions?

The Form 4 shows reported direct beneficial ownership balances of 39,919 and 39,779 shares in the transaction lines following activity.

Are any derivative securities or options reported on this Form 4?

No derivative securities are reported in Table II; the filing contains only non-derivative common stock transactions.