DCI Insider: Dahlgren Exercises 3,000 Options and Sells 3,000 Shares

Rhea-AI Filing Summary

Andrew C. Dahlgren, President and director of Donaldson Company, Inc. (DCI), reported option exercise and an offsetting sale on 08/28/2025. He exercised an employee stock option to acquire 3,000 shares at an exercise price of $28.00 per share and concurrently sold 3,000 shares at $81.96 per share. After these transactions the filing shows 7,504 shares owned directly. The filing notes the option was fully vested and that there are 0 derivative securities beneficially owned following the reported transactions. The Form 4 is signed by Amy C. Becker as attorney-in-fact on 09/02/2025.

Positive

• Exercise of employee stock option for 3,000 shares at a $28.00 exercise price is disclosed
• Options were fully vested at time of exercise, as explicitly stated
• Filing is complete and signed (attorney-in-fact signature dated 09/02/2025)

Negative

• Disposition of 3,000 shares via sale at $81.96 reduced direct holdings to 7,504 shares
• No cash or total proceeds disclosed in the Form 4 for the sale transaction

Insights

Financial Analyst

TL;DR: Insider exercised 3,000 options at $28 and sold 3,000 shares at $81.96, leaving 7,504 shares directly owned.

The transaction is a routine option exercise and simultaneous sale by a senior executive. Economically, the exercise price of $28 versus the sale price of $81.96 implies a substantial per-share spread, but the filing provides no cash totals or intended use of proceeds. The report shows the exercised options were fully vested and that no derivative holdings remain after the transactions, which is typical after exercise-and-sell activity designed to capture intrinsic value while reducing option exposure.

Corporate Governance Expert

TL;DR: This is a standard Section 16 disclosure for a vested option exercise and sale by a reporting officer.

The filing identifies Dahlgren as President and a reporting person and documents the exercise and sale on the same date, consistent with common insider liquidity events. The Form 4 is properly signed by an attorney-in-fact and discloses post-transaction holdings. There are no indications in the filing of unusual trading patterns, pledges, or derivative retention that would raise immediate governance concerns.

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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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^*

Dahlgren Andrew C

(Last) (First) (Middle)

PO BOX 1299

(Street)

MINNEAPOLIS MN 55440

(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)
	President

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								50	I	By Benefit Plan Trust 1
Common Stock								12,402	I	By Benefit Plan Trust 2
Common Stock	08/28/2025		M		3,000	A	$28	10,504	D
Common Stock	08/28/2025		S		3,000	D	$81.96	7,504	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			3,000	(1)	12/17/2025	Common Stock	3,000	$0	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	/s/ Amy C. Becker, Attorney-in-fact for Andrew C. Dahlgren	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 did Andrew C. Dahlgren report on the DCI Form 4?

The Form 4 reports an exercise of 3,000 employee stock options at $28.00 per share and a simultaneous sale of 3,000 common shares at $81.96 on 08/28/2025.

How many Donaldson (DCI) shares does Dahlgren own after the transactions?

The filing shows 7,504 shares owned directly following the reported transactions.

Were the exercised options vested?

Yes, the filing explicitly states the options were fully vested.

Does the Form 4 show any derivative securities remaining after the transaction?

No; Table II reports 0 derivative securities beneficially owned following the reported transactions.

Who signed the Form 4 and when?

The Form 4 was signed by Amy C. Becker, Attorney-in-fact for Andrew C. Dahlgren on 09/02/2025.