STOCK TITAN

Donaldson CEO exercises options, sells 31,968 shares

Donaldson’s CEO exercised vested options and sold an equal number of DCI shares in a same-day transaction, while retaining option and benefit-plan holdings.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

DONALDSON Co INC (DCI) reports that Chairman, President and CEO Tod E. Carpenter on September 4, 2026 exercised employee stock options for 31,968 shares of common stock at an exercise price of $42.72 per share, then sold 31,968 common shares at $91.10 per share. The options exercised were fully vested, and following the exercise Carpenter holds 131,500 options directly. He also holds common stock indirectly through benefit plan trusts, with reported positions of 11,303 and 11,978 shares. No transactions are reported as made under a Rule 10b5-1 trading plan.

Positive

  • None.

Negative

  • None.
Insider Carpenter Tod E.
Role Chairman, President and CEO
Sold 31,968 shs ($2.91M)
Approx. gross sale proceeds $2.91M
Approx. exercise cost $1.37M
Approx. pre-tax spread $1.55M
Type Security Shares Price Value
Exercise Employee Stock Option (right to buy) F1 31,968 $0.00 $0.00
Exercise Common Stock 31,968 $42.72 $1.37M
Sale Common Stock 31,968 $91.10 $2.91M
holding Common Stock -- -- --
holding Common Stock -- -- --
Holdings After Transaction: Employee Stock Option (right to buy) — 131,500 contracts (Direct); Common Stock — 298,699 shares (Direct); Common Stock — 11,303 shares (Indirect, By Benefit Plan Trust.); Common Stock — 11,978 shares (Indirect, By Benefit Plan Trust)
Footnotes (1)
  1. F1. Fully vested
Options exercised 31,968 options Employee stock options exercised on September 4, 2026
Option exercise price $42.72 per share Exercise price for 31,968 options on September 4, 2026
Shares sold 31,968 shares Common shares sold on September 4, 2026
Sale price $91.10 per share Price for 31,968 common shares sold on September 4, 2026
Options held after exercise 131,500 options Directly held employee stock options after September 4, 2026
Indirect shares in benefit plan trust A 11,303 shares Indirect common stock holding via a benefit plan trust
Indirect shares in benefit plan trust B 11,978 shares Indirect common stock holding via a second benefit plan trust
Employee Stock Option financial
"Employee Stock Option (right to buy)"
An employee stock option is a promise that lets a worker buy company shares later at a predetermined price, often after they stay for a certain period or meet performance goals — think of it like a coupon that locks in today's price for a future purchase. It matters to investors because options align employees’ incentives with company performance, can increase the number of shares outstanding (dilution) when exercised, and represent a compensation cost that affects reported profits and shareholder value.
Common Stock financial
"underlying security title Common Stock"
Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.
Benefit Plan Trust financial
"nature of ownership By Benefit Plan Trust"
Rule 10b5-1 trading plan regulatory
"no transactions are reported as made under a Rule 10b5-1 trading plan"
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did DCI’s CEO Tod E. Carpenter report?

Tod E. Carpenter exercised 31,968 stock options and sold 31,968 common shares of Donaldson Co INC on September 4, 2026. The options had a $42.72 exercise price, and the sale price was $91.10 per share, representing a same-day exercise-and-sell transaction.

At what prices did the DCI option exercise and share sale occur?

Carpenter exercised options at $42.72 per share and sold 31,968 common shares at $91.10 per share on September 4, 2026. The options were reported as fully vested at the time of exercise.

How many Donaldson (DCI) options does the CEO hold after these transactions?

After the September 4, 2026 option exercise, Carpenter holds 131,500 employee stock options directly. These options are separate from his direct or indirect holdings of Donaldson common stock.

What indirect holdings of DCI stock does the CEO report?

Carpenter reports 11,303 DCI shares and 11,978 DCI shares held indirectly through benefit plan trusts. These positions are described as held by benefit plan trusts rather than directly in his own name.

Were the reported DCI trades made under a Rule 10b5-1 plan?

No. The filing indicates no Rule 10b5-1 trading plan for the reported transactions. The exercise of options and the sale of common shares on September 4, 2026 are not identified as plan-based trades.

Were the Donaldson (DCI) options exercised by the CEO vested?

Yes. A footnote states that the 31,968 employee stock options were fully vested when Carpenter exercised them on September 4, 2026. The options carried an exercise price of $42.72 per share and were due to expire on December 16, 2026.

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Learn about SEC filing dates
SEC Form 4
FORM 4UNITED 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).
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*
Carpenter Tod E.

(Last)(First)(Middle)
1400 WEST 94TH STREET

(Street)
BLOOMINGTON MINNESOTA 55431-2303

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
DONALDSON Co INC [ DCI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chairman, President and CEO
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/04/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock11,303IBy Benefit Plan Trust.
Common Stock11,978IBy Benefit Plan Trust
Common Stock09/04/2026M31,968A$42.72330,667D
Common Stock09/04/2026S31,968D$91.1298,699D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Employee Stock Option (right to buy)$42.7209/04/2026M31,968 (1)12/16/2026Common Stock31,968$0131,500D
Explanation of Responses:
1. Fully vested
Remarks:
Amy C. Becker, Attorney-in-fact for Tod E. Carpenter09/10/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Keep reading