DCI Form 4: 17,000-Option Award to CLO and 47,459-Share Disposition

Rhea-AI Filing Summary

Amy C. Becker, Chief Legal Officer of DONALDSON Co INC (DCI), reported multiple equity transactions dated 10/01/2025. The filing shows 17,000 employee stock options with an exercise price of $82.08 were acquired (reported as Code A) and are recorded as 17,000 shares underlying the option. The option grant note states it vests in three equal annual installments beginning October 1, 2026. Separately, the report shows transfer activity through a benefit plan trust: 1,564 and 8,552 shares are listed as acquired indirectly (Code V) and 47,459 shares are shown as disposed. The form is signed and dated 10/03/2025.

Positive

• 17,000-share employee stock option grant at $82.08 establishes future equity incentive
• Vesting schedule disclosed: three equal annual installments beginning October 1, 2026

Negative

• 47,459 shares were disposed of, representing a large reduction in direct holdings
• Multiple benefit-plan transfers (1,564 and 8,552 shares) indicate material internal reallocation of shares

Insights

Corporate Governance & Insider Trading

Insider reports a sizeable option grant and a large share disposition on 10/01/2025.

The filing documents an employee stock option for 17,000 shares at an exercise price of $82.08, granted on 10/01/2025. The option vests in three equal annual installments beginning October 1, 2026, which defines the vesting schedule and timing for future potential exercises.

The report also records transfers involving a benefit plan trust—1,564 and 8,552 shares listed as indirect acquisitions (Code V) and a 47,459 share disposition. These entries reflect movements between the reporting person and an employee/benefit plan rather than open-market trading.

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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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^*

Becker Amy C

(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)
	Chief Legal Officer

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								1,564	I	By Benefit Plan Trust.
Common Stock								8,552	I	By Benefit Plan Trust
Common Stock								47,459	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		17,000		(1)	10/01/2035	Common Stock	17,000	$0	17,000	D

Explanation of Responses:

1. The option vests in three equal annual installments beginning on October 1, 2026.

Remarks:

	Amy C. Becker	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 did Donaldson (DCI) Chief Legal Officer Amy Becker report on 10/01/2025?

The Form 4 shows a 17,000 employee stock option grant at $82.08 and transactions involving 1,564, 8,552 acquired indirectly and 47,459 shares disposed.

How does the 17,000-option grant vest for Amy Becker (DCI)?

The option vests in three equal annual installments beginning on October 1, 2026, per the form's explanation.

Was the 17,000 option exercised immediately on 10/01/2025?

The form reports the option as acquired (Code A) with underlying 17,000 shares; the filing shows the option grant and vesting terms, not an immediate full exercise resulting in vested shares.

What does Code V mean for the listed share movements?

Code V entries indicate transactions effected by a benefit plan trust, here showing 1,564 and 8,552 shares acquired indirectly under that trust.

When was the Form 4 signed for these transactions?

The Form 4 is signed by Amy C. Becker and dated 10/03/2025.