Donaldson (DCI) Form 4: CEO option grant of 122,600; 298,699 shares disposed

Rhea-AI Filing Summary

Tod E. Carpenter, who serves as Chairman, President and CEO of Donaldson Co., Inc. (DCI), reported Section 16 transactions with an effective date of 10/01/2025 and a filing date of 10/03/2025. The Form 4 shows an acquisition of 122,600 employee stock options with an exercise price of $82.08 that are exercisable beginning 10/01/2026 and expire 10/01/2035; the option vests in three equal annual installments starting on 10/01/2026. The filing also discloses a disposition of 298,699 shares of common stock and indirect beneficial ownership of 11,079 and 11,815 shares held through a Benefit Plan Trust. The report was submitted by Amy C. Becker as attorney-in-fact for Mr. Carpenter.

Insights

Corporate Governance Expert

CEO filed option grant and a large share disposition on 10/01/2025.

What it means: The Form 4 records an employee stock option grant of 122,600 options at an exercise price of $82.08, exercisable starting 10/01/2026 and expiring 10/01/2035. The grant vests in three equal annual installments beginning on the exercisable date, indicating multi-year retention incentives.

Why it matters: Option grants tie executive compensation to long-term share performance and can align management incentives with shareholders. The simultaneous reported disposition of 298,699 common shares is material because large insider sales can affect investor perception of insider confidence. Both transactions are routine disclosures required under Section 16 and are presented as direct and indirect holdings consistent with benefit-plan arrangements.

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^*

Carpenter Tod E.

(Last) (First) (Middle)

1400 WEST 94TH STREET

(Street)

BLOOMINGTON MN 55431-2303

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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								11,079	I	By Benefit Plan Trust.
Common Stock								11,815	I	By Benefit Plan Trust
Common Stock								298,699	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
Employee Stock Option (right to buy)	$82.08	10/01/2025		A		122,600		(1)	10/01/2035	Common Stock	122,600	$0	122,600	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 Tod E. Carpenter	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).
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 transactions did DCI insider Tod E. Carpenter report on Form 4?

The Form 4 reports an acquisition of 122,600 employee stock options at an exercise price of $82.08 and a disposition of 298,699 common shares, both dated 10/01/2025.

When do the reported employee stock options become exercisable?

The options are exercisable beginning 10/01/2026, vest in three equal annual installments starting that date, and expire on 10/01/2035.

What is the reporting person's role at DCI?

The reporting person is Tod E. Carpenter, serving as Chairman, President and CEO of Donaldson Co., Inc.

Who signed or filed the Form 4 on behalf of the reporting person?

The Form 4 was signed and filed by Amy C. Becker, attorney-in-fact for Tod E. Carpenter, on 10/03/2025.

Are there any indirect holdings disclosed in the Form 4?

Yes. The filing discloses indirect beneficial ownership of 11,079 and 11,815 shares held through a Benefit Plan Trust.