Donaldson (DCI) Form 4 Shows Minor Insider Share Disposal

Rhea-AI Filing Summary

Donaldson Company, Inc. (DCI) – Form 4 insider transaction

Corporate Controller Andrew J. Cebulla filed a Form 4 disclosing an F-code transaction on 06/09/2025, indicating shares were withheld to satisfy tax obligations arising from equity compensation. Key details are:

• Shares disposed (Code F): 489 common shares at an implied price of $70.38.
• Direct ownership after transaction: 1,638 common shares.
• Indirect ownership: 278 common shares held through a benefit-plan trust.
• No derivative securities were reported.

The total value of shares disposed is roughly $34,400, a negligible amount relative to the company’s market capitalization. No open-market purchase or sale occurred; the transaction was strictly tax-related. The filing does not signal any strategic shift or material change in insider sentiment.

Insights

Securities Analyst

TL;DR – Routine tax-withholding sale; immaterial to DCI valuation.

The Code F designation shows the officer surrendered 489 shares to cover taxes on vested equity, not a discretionary sale. Post-transaction holdings remain modest at 1,638 direct and 278 indirect shares, suggesting continued alignment with shareholders. Given Donaldson’s multi-billion-dollar market cap, the ~$34k value is de minimis and should not influence investment theses or trading dynamics. There is no indication of broader insider selling trends or fundamental concerns. Impact: neutral.

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^*

CEBULLA ANDREW J.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Corporate Controller

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2025

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								278	I	By Benefit Plan Trust
Common Stock	06/09/2025		F		489	D	$70.38	1,638	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 Andrew J. Cebulla	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

What did DCI insider Andrew J. Cebulla report on the latest Form 4?

He reported a Code F transaction on 06/09/2025, disposing of 489 shares to pay tax withholdings.

How many Donaldson (DCI) shares does Cebulla now hold directly?

After the transaction, he owns 1,638 common shares directly.

What is a Code F transaction on Form 4?

Code F indicates shares were withheld by the issuer to cover taxes on restricted stock or option exercises.

Does the filing include any derivative securities transactions?

No, Table II shows no derivative securities acquired or disposed.

Is this insider sale considered material to Donaldson investors?

Given the small size (~$34k), it is not considered material to DCI’s financial outlook.