Donaldson insider sells 3,032 shares at $91

Donaldson Co Inc (DCI) reported insider activity by Chairman, President and CEO Tod E. Carpenter on 2026-08-31.

Rhea-AI Filing Summary

Donaldson Co Inc (DCI) reported insider activity by Chairman, President and CEO Tod E. Carpenter on 2026-08-31. Carpenter exercised 3,032 employee stock options at an exercise price of $42.72 per share, receiving 3,032 shares of common stock, and then sold 3,032 shares of common stock at $91.00 per share. After the option exercise, he held 163,468 employee stock options directly, and also had indirect ownership of 11,303 and 11,978 common shares through benefit plan trusts.

Insider Trade Summary

Exercise and Sale: 3,032 shares ($146K approx. pre-tax spread)

Exercise and Sale 5 txns

Insider Carpenter Tod E.

Role Chairman, President and CEO

Sold 3,032 shs ($276K)

Approx. gross sale proceeds $276K

Approx. exercise cost $130K

Approx. pre-tax spread $146K

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy) F1	3,032	$0.00	$0.00
Exercise	Common Stock	3,032	$42.72	$130K
Sale	Common Stock	3,032	$91.00	$276K
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 163,468 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

Key Figures

Options exercised: 3,032 shares Option exercise price: $42.72 per share Shares sold: 3,032 shares +5 more

8 metrics

Options exercised 3,032 shares Employee stock options exercised on 2026-08-31

Option exercise price $42.72 per share Exercise price for 3,032 employee stock options

Shares sold 3,032 shares Common stock sale on 2026-08-31

Sale price $91.00 per share Price for sale of 3,032 common shares

Options held after transaction 163,468 options Employee stock options directly owned after exercise

Indirect holdings (Benefit Plan Trust) 11,303 shares Common stock held indirectly by Benefit Plan Trust

Indirect holdings (Benefit Plan Trust) 11,978 shares Additional common stock held indirectly by Benefit Plan Trust

Option expiration date 2026-12-16 Expiration date for the exercised option grant

Key Terms

Employee Stock Option (right to buy), derivative security, Benefit Plan Trust

3 terms

Employee Stock Option (right to buy) financial

"security_title: Employee Stock Option (right to buy)"

derivative security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

Benefit Plan Trust financial

"nature_of_ownership: By Benefit Plan Trust"

FAQ

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

What insider transaction did Tod E. Carpenter report at Donaldson Co Inc (DCI)?

Tod E. Carpenter reported exercising 3,032 stock options at $42.72 per share and selling 3,032 common shares at $91.00 per share on 2026-08-31, all in Donaldson Co Inc common stock.

How many Donaldson (DCI) stock options did Tod E. Carpenter exercise and at what price?

Tod E. Carpenter exercised 3,032 employee stock options for Donaldson (DCI) at an exercise price of $42.72 per share, fully vested, on 2026-08-31.

At what price did Tod E. Carpenter sell Donaldson (DCI) shares in this Form 4?

Tod E. Carpenter sold 3,032 shares of Donaldson (DCI) common stock at a price of $91.00 per share on 2026-08-31.

What are Tod E. Carpenter’s remaining option holdings in Donaldson (DCI) after this transaction?

Following the reported transactions, Tod E. Carpenter directly held 163,468 employee stock options for Donaldson (DCI) common stock as of 2026-08-31.

What indirect holdings in Donaldson (DCI) does Tod E. Carpenter report?

Tod E. Carpenter reports indirect ownership of 11,303 and 11,978 Donaldson (DCI) common shares, both held by Benefit Plan Trusts as of 2026-08-31.

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

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Available on EDGAR 09/01/2026 - 04:11 PM EDT Accepted by SEC EDGAR 09/01/2026 - 04:09 PM EDT Learn about SEC filing dates

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).

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
Common Stock								11,303	I	By Benefit Plan Trust.
Common Stock								11,978	I	By Benefit Plan Trust
Common Stock	08/31/2026		M		3,032	A	$42.72	301,731	D
Common Stock	08/31/2026		S		3,032	D	$91	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)	$42.72	08/31/2026		M			3,032	(1)	12/16/2026	Common Stock	3,032	$0	163,468	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker, Attorney-in-fact for Tod E. Carpenter	09/01/2026
	** 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.
* Form 4: SEC 1474 (03-26)