Donaldson Co (NYSE: DCI) president receives 5,942-share stock grant and tax withholding

Rhea-AI Filing Summary

Donaldson Co President Lewis Richard Brent received a grant of 5,942 shares of common stock on September 25, 2025. On the same date, 140 shares were delivered at $80.04 per share to satisfy tax liability. After these events he held 39,779 shares directly, plus additional indirect holdings through benefit plan trusts.

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.

Insider Trade Summary

Net Buyer: 5,802 shares

Net Buy 4 txns

Insider Lewis Richard Brent

Role President

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	5,942	$0.00	$0.00
Exercise Price or Tax Liability	Common Stock	140	$80.04	$11K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Common Stock — 39,779 shares (Direct); Common Stock — 832 shares (Indirect, By Benefit Plan Trust.); Common Stock — 3,866 shares (Indirect, By Benefit Plan Trust)

Key Figures

Stock grant: 5,942 shares Tax-withholding shares: 140 shares Tax-withholding price: $80.04 per share +3 more

6 metrics

Stock grant 5,942 shares Common stock grant to President Lewis Richard Brent on September 25, 2025

Tax-withholding shares 140 shares Shares delivered at $80.04 per share to satisfy tax liability on September 25, 2025

Tax-withholding price $80.04 per share Per-share value used for the 140-share tax-withholding disposition

Direct holdings after transaction 39,779 shares Post-transaction direct ownership of Donaldson common stock by Lewis Richard Brent

Indirect Benefit Plan Trust holding 1 832 shares Indirect common stock position held via Benefit Plan Trust after transaction

Indirect Benefit Plan Trust holding 2 3,866 shares Additional indirect common stock position held via Benefit Plan Trust after transaction

Key Terms

tax-withholding disposition, Form 4, Benefit Plan Trust

3 terms

tax-withholding disposition financial

"Transaction coded F reflects a tax-withholding disposition of 140 shares."

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Form 4 regulatory

"Insider equity transactions are disclosed to the SEC on Form 4."

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Benefit Plan Trust financial

"Shares are reported as held indirectly "By Benefit Plan Trust.""

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/29/2025 - 04:10 PM Learn about SEC filing dates

FAQ

What insider stock award did Donaldson (DCI) president Lewis Richard Brent receive?

Lewis Richard Brent received 5,942 shares of Donaldson common stock as a grant on September 25, 2025. This stock award was reported at $0.00 per share, indicating a compensation-related grant rather than an open-market purchase.

How many Donaldson (DCI) shares were used for tax withholding in this Form 4?

The filing shows 140 shares of Donaldson common stock were delivered at $80.04 per share to cover tax liability. This transaction is coded F, indicating payment of tax or exercise price with shares rather than a market sale.

What is Lewis Richard Brent’s direct shareholding in Donaldson (DCI) after these transactions?

After the reported grant and tax-withholding transaction, Lewis Richard Brent directly holds 39,779 shares of Donaldson common stock. This figure reflects his post-transaction direct ownership and is disclosed as the authoritative balance in the filing data.

Does the Donaldson (DCI) Form 4 show any indirect holdings for Lewis Richard Brent?

Yes. The Form 4 reports shares held indirectly via Benefit Plan Trusts, including positions where total shares following the transaction are 832 and 3,866. These are labeled as indirect ownership separate from his direct 39,779-share holding.

Was the Donaldson (DCI) president’s Form 4 transaction a market buy or sell?

The Form 4 reports a grant of 5,942 shares and a tax-withholding disposition of 140 shares, not an open-market buy or sell. Code A indicates an award, while code F reflects shares used to satisfy tax or exercise obligations.

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).

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.