Donaldson (DCI) Insider: 18,500 Options Exercised and Sold on 08/28/2025

Rhea-AI Filing Summary

Donaldson Company, Inc. (DCI) insider transaction summary: Amy C. Becker, Chief Legal Officer and director, reported option exercise and a contemporaneous sale on 08/28/2025. She exercised 18,500 employee stock options at an exercise price of $28.00 per share (options were fully vested) and acquired 18,500 shares. Immediately, 18,500 shares were sold at $81.71 per share.

Following these transactions, Becker reports beneficial ownership of 63,145 shares before the sale and 44,645 shares after the sale; additional holdings include 8,547 and 1,564 shares held indirectly by a benefit plan trust. The Form 4 is filed individually and signed 09/02/2025.

Positive

• Exercise of fully vested employee stock options: 18,500 options exercised at $28.00 per share
• Compliance with reporting: Form 4 filed and signed, indicating timely disclosure of insider activity
• Transparent holdings disclosure: Reports both direct and indirect holdings, including benefit plan trust amounts

Negative

• Decrease in beneficial ownership: Reported holdings fell from 63,145 to 44,645 shares after the sale
• Immediate sale of exercised shares: All 18,500 shares acquired through exercise were sold the same date at $81.71

Insights

Securities Analyst

TL;DR: Routine option exercise with a matched sale; results in a net reported decrease in beneficial ownership to 44,645 shares.

This Form 4 discloses a standard compensation-related exercise of employee stock options that were fully vested and the immediate sale of the resulting 18,500 shares at $81.71 each. The exercise price was $28.00, indicating a material intrinsic gain per share at the time of sale. From an investor perspective, this filing documents liquidity by the reporting officer but does not, by itself, provide new operational or financial information about Donaldson Company. The filing appears procedural and compliant with Section 16 reporting requirements.

Corporate Governance Expert

TL;DR: Insider exercised fully vested options and sold all acquired shares; filing is a routine disclosure under Section 16.

The report shows Amy Becker acting as both an officer and director, exercising employee stock options that were fully vested and immediately selling the same number of shares. The Form 4 lists indirect holdings via a benefit plan trust and indicates individual filing status. These are standard, transparent actions consistent with compensation realization and public reporting obligations; no governance red flags are disclosed in the form.

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^*

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)
08/28/2025

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								8,547	I	By Benefit Plan Trust
Common Stock								1,564	I	By Benefit Plan Trust.
Common Stock	08/28/2025		M		18,500	A	$28	63,145	D
Common Stock	08/28/2025		S		18,500	D	$81.71	44,645	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)	$28	08/28/2025		M			18,500	(1)	12/17/2025	Common Stock	18,500	$0	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker	09/02/2025
	** 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 on the Form 4 for DCI?

On 08/28/2025 Becker exercised 18,500 employee stock options at $28.00 per share and sold 18,500 shares at $81.71 per share.

How did the transactions affect Becker's beneficial ownership of DCI?

Reported beneficial ownership was 63,145 shares prior to the sale and 44,645 shares after the sale.

Were the exercised options vested and fully exercisable?

Yes. The Form 4 notes the employee stock options were fully vested at exercise.

Does the filing show any indirect holdings?

Yes. The filing discloses indirect holdings via a benefit plan trust of 8,547 and 1,564 shares.

Was this Form 4 filed individually or jointly?

The Form 4 was filed by one reporting person (individual filing).