Donaldson (DCI) CEO Executes Option Exercise and Same-Day Sale of 100,500 Shares

Rhea-AI Filing Summary

Tod E. Carpenter, Chairman, President and CEO of Donaldson Company, Inc. (DCI), reported transactions on 08/28/2025 in a Form 4 filing. The report shows the exercise of 100,500 employee stock options with a $28.00 exercise price and the immediate sale of 100,500 shares at $80.62 each on the same date. Following these transactions, Mr. Carpenter beneficially owns 280,261 shares. The filing also lists 11,079 and 11,815 shares held indirectly by a Benefit Plan Trust. The Form 4 was signed by an attorney-in-fact on 09/02/2025. The filing is a routine insider exercise and sale disclosed under Section 16.

Positive

• Clear disclosure of exercise and sale dates, quantities, and prices in compliance with Section 16
• Post-transaction beneficial ownership is reported (280,261 shares), providing transparency about insider holdings
• Evidence of vested options (remark states fully vested), indicating no remaining vesting uncertainty for reported options

Negative

• Large same-day sale of 100,500 shares at $80.62 may be viewed negatively by some investors seeking insider share accumulation
• Material proceeds realized by the CEO from the transaction could be interpreted as liquidity-taking rather than long-term conviction

Insights

Financial Analyst

TL;DR Insider exercised options and sold shares the same day, crystallizing gain without changing reported total ownership materially.

The transaction shows exercise of 100,500 employee stock options at a $28.00 exercise price and contemporaneous sale of 100,500 shares at $80.62, implying a realized gross spread of $52.62 per share before taxes and fees. Post-transaction beneficial ownership is 280,261 shares, which remains a substantive holding but reflects liquidity-taking by the CEO. This is a typical management liquidity event and, absent other context, is informational rather than a clear signal of fundamental company change.

Corporate Governance Expert

TL;DR Filing is compliant and transparent; same-day exercise-and-sale is a common executive practice for option monetization.

The Form 4 discloses that the reporting person is a director and officer (Chairman, President and CEO) and that the stock option was fully vested. The report was signed by an attorney-in-fact, indicating procedural compliance. Same-day exercise and disposition can reflect planned liquidity or pre-arranged sale; the filing itself follows Section 16 disclosure requirements and provides clear numbers for investors and regulators.

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^*

Carpenter Tod E.

(Last) (First) (Middle)

1400 WEST 94TH STREET

(Street)

BLOOMINGTON MN 55431-2303

(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
X	Officer (give title below)		Other (specify below)
	Chairman, President and CEO

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								11,079	I	By Benefit Plan Trust.
Common Stock								11,815	I	By Benefit Plan Trust
Common Stock	08/28/2025		M		100,500	A	$28	380,761	D
Common Stock	08/28/2025		S		100,500	D	$80.62	280,261	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			100,500	(1)	12/17/2025	Common Stock	100,500	$0	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker, Attorney-in-fact for Tod E. Carpenter	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.
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FAQ

What did Tod E. Carpenter report on Form 4 for DCI?

The filing reports the exercise of 100,500 employee stock options at a $28.00 exercise price and the sale of 100,500 shares at $80.62 on 08/28/2025.

How many Donaldson (DCI) shares does the reporting person own after the transaction?

The report shows 280,261 shares beneficially owned following the reported transactions.

Were any shares held indirectly in the Form 4?

Yes. The filing lists 11,079 and 11,815 shares held indirectly by a Benefit Plan Trust.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/02/2025 by Amy C. Becker as attorney-in-fact for Tod E. Carpenter.

What was the realized per-share spread from the exercise and sale?

The per-share difference between the sale price ($80.62) and the exercise price ($28.00) is $52.62, before taxes and fees.