Donaldson (DCI) director Ajita Rajendra exercises options, sells 19,800 shares

Rhea-AI Filing Summary

Donaldson Company director reports stock option exercises and sales

On 12/05/2025, a director of Donaldson Company (DCI) exercised stock options and sold an equivalent number of common shares. The director exercised 13,200 options at an exercise price of $42.26 per share and 6,600 options at $48.96 per share, receiving common stock in each case. On the same date, the director sold 13,200 shares and 6,600 shares of common stock at a sale price of $92.04 per share.

After these transactions, the director directly owned 43,993 shares of Donaldson common stock. The stock options exercised, covering 19,800 underlying shares in total, were described as fully vested, and the remaining balance for those specific option grants is now reported as zero.

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

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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^*

Rajendra Ajita G

(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)
12/05/2025

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	12/05/2025		M		13,200	A	$42.26	57,193	D
Common Stock	12/05/2025		S		13,200	D	$92.04	43,993	D
Common Stock	12/05/2025		M		6,600	A	$48.96	50,593	D
Common Stock	12/05/2025		S		6,600	D	$92.04	43,993	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)	$48.96	12/05/2025		M			6,600	(1)	01/02/2028	Common Stock	6,600	$48.96	0	D
Stock Option (right to buy)	$42.26	12/05/2025		M			13,200	(1)	01/03/2027	Common Stock	13,200	$42.26	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker, Attorney-in-fact for Ajita G. Rajendra	12/08/2025
	** 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 insider transaction did Donaldson (DCI) report in this Form 4?

The filing reports that a Donaldson Company director exercised fully vested stock options and sold the resulting common shares on 12/05/2025, with the director remaining a significant shareholder afterward.

How many Donaldson (DCI) shares did the director exercise and sell?

The director exercised options for 13,200 shares at $42.26 per share and 6,600 shares at $48.96 per share, then sold 13,200 shares and 6,600 shares of common stock at $92.04 per share.

What is the directors Donaldson (DCI) share ownership after these trades?

Following the reported transactions, the director directly owned 43,993 shares of Donaldson common stock.

What were the exercise and sale prices in the Donaldson (DCI) insider transaction?

The stock options were exercised at $42.26 and $48.96 per share, and the resulting common shares were sold at a price of $92.04 per share.

Were the stock options in the Donaldson (DCI) Form 4 fully vested?

Yes. The explanation of responses notes that the stock options exercised, covering 19,800 underlying shares in total, were fully vested at the time of exercise.

Who is the reporting person in this Donaldson (DCI) Form 4 and what is their role?

The reporting person is identified as Ajita G. Rajendra, who is listed as a director of Donaldson Company and filed the form as a single reporting person.