DCI Insider Update: 2,727 Shares Sold at $80.04; 5,541-Share Acquisition

Rhea-AI Filing Summary

Amy C. Becker, Chief Legal Officer of Donaldson Company, reported multiple transactions in DCI stock on 09/25/2025. The Form 4 shows an acquisition of 5,541 shares (reported at $0) and a separate disposition of 2,727 shares at $80.04. After the transactions the filing reports 47,459 shares beneficially owned. The filing also lists indirect holdings of 8,552 and 1,564 shares held by a benefit plan trust. The document is a routine insider transaction report from a company officer.

Positive

• Transparent disclosure of officer transactions complying with Section 16 reporting
• Retention alignment indicated by vested or plan-based holdings (5,541-share acquisition recorded at $0)

Negative

• Net disposal of 2,727 shares at $80.04 which reduces direct ownership
• Limited context for the $0 acquisition line (no explanation of grant vs. transfer provided in the form)

Insights

Securities Analyst

TL;DR: Officer-level insider reported both a modest purchase and a sale on the same date, leaving meaningful residual ownership.

The Form 4 discloses a net reduction in directly held shares due to a 2,727-share sale at $80.04 offset by a reported 5,541-share acquisition recorded at $0 (likely a non-cash award, grant vesting, or internal transfer). Total reported beneficial ownership after the transactions is 47,459 shares, with additional indirect plan trust holdings. For investors, this is a routine disclosure reflecting compensation or plan activity rather than an unusual market signal.

Corporate Governance Expert

TL;DR: Filing shows standard officer transactions, including plan-related indirect holdings; no governance red flags apparent.

The reporting person is the Chief Legal Officer and the Form 4 indicates ownership through benefit plan trusts plus direct changes on 09/25/2025. The acquisition recorded at $0 suggests equity granted or vested under a company plan, while the sale at $80.04 reduced direct holdings by 2,727 shares. Transaction types and beneficial ownership levels are disclosed in line with Section 16 requirements; there is no indication of unexplained related-party transfers or late reporting within the document itself.

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

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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)
09/25/2025

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								8,552	I	By Benefit Plan Trust
Common Stock								1,564	I	By Benefit Plan Trust.
Common Stock	09/25/2025		A		5,541	A	$0	50,186	D
Common Stock	09/25/2025		F		2,727	D	$80.04	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

Explanation of Responses:

Remarks:

	Amy C. Becker	09/29/2025
	** 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 Amy C. Becker report for DCI on the Form 4?

The Form 4 reports an acquisition of 5,541 shares (reported at $0) and a disposition of 2,727 shares at $80.04, both dated 09/25/2025.

How many DCI shares does Amy C. Becker beneficially own after the reported transactions?

The filing reports 47,459 shares beneficially owned following the reported transactions.

Are there any indirect holdings disclosed by the reporting person?

Yes. The Form 4 lists indirect holdings of 8,552 shares and 1,564 shares held by a benefit plan trust.

Does the Form 4 explain why the acquisition was recorded at $0?

No. The filing records the acquisition at $0 but does not include an explicit explanation; this typically indicates a grant, vesting event, or internal plan transfer.

What is the reporting person’s role at Donaldson Company?

Amy C. Becker is listed as the Chief Legal Officer and an officer-level reporting person.