Insider Purchase: Donaldson Director Adds $28K in Stock, Files Form 4

Rhea-AI Filing Summary

Donaldson Company, Inc. (DCI) filed a Form 4 reporting that director Trudy A. Rautio acquired 393 shares of common stock on 07/07/2025 at $71.26 per share. Following the purchase, she directly owns 29,223 shares. The transaction is coded “A,” confirming it as an open-market or other acquisition, and no Rule 10b5-1 plan or derivative security activity was disclosed. No other insider transactions were reported in this filing.

Positive

• Director purchased 393 shares at $71.26, raising direct ownership to 29,223 shares.

Negative

• None.

Insights

Securities Analyst

TL;DR: Small insider buy; information value limited; neutral impact.

The purchase is worth roughly $28,000—immaterial versus Donaldson’s market capitalization. While insider buys can hint at confidence, the size is too small to influence valuation or liquidity assumptions. No sales or derivative exercises accompany the filing, so overall ownership trends remain largely unchanged.

Corporate Governance Specialist

TL;DR: Timely, clean filing; marginally improves board alignment.

Director Rautio’s additional shares modestly strengthen board-shareholder alignment, taking her stake above 29k shares. The absence of a 10b5-1 plan or complex derivatives simplifies oversight, and prompt reporting reflects good compliance with Section 16 obligations. Governance impression is slightly positive but financially non-material.

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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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^*

Rautio Trudy A.

(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)
07/07/2025

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	07/07/2025		A		393	A	$71.26	29,223	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, Attorney-in-fact for Trudy Rautio	07/08/2025
	** 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

How many Donaldson (DCI) shares did director Trudy A. Rautio buy on July 7, 2025?

She acquired 393 shares of DCI common stock.

What price did Trudy A. Rautio pay for the newly acquired DCI shares?

The shares were purchased at $71.26 per share.

What is the director’s total direct ownership in DCI after the transaction?

Her direct holdings increased to 29,223 shares.

Did the Form 4 report any derivative security transactions?

No, no derivative securities were reported in this filing.

Was the transaction executed under a Rule 10b5-1 trading plan?

The filing does not reference any Rule 10b5-1 plan.

Why is a Form 4 filing important for DCI investors?

Form 4 discloses real-time insider transactions, helping investors gauge management’s confidence and alignment.