[Form 4] Donaldson Company, Inc. Insider Trading Activity

Rhea-AI Filing Summary

Restaurant Brands International Inc. (QSR) – Form 4 filed 07/10/2025

Senior EVP, General Counsel & Secretary Jill Granat reported equity transactions dated 07/08/2025. No open-market purchases or sales occurred; all activity reflects issuer equity awards and dividend-equivalent accruals.

• Common shares held: 455,614.6543 directly owned after the filing.
• Derivative equity already held: 52,965 exchangeable partnership units (convertible 1-for-1 into common shares), plus vested options for 50,000 shares at $56.92 (exp. 05/04/2027) and 25,000 shares at $66.31 (exp. 02/20/2030).
• New awards on 07/08/2025: 1,340.215 new share units, comprised of:
  • Restricted Share Units (RSUs): 43.6046; 70.5194; 104.4721; 90.3189
  • Performance Share/Restricted Units (PSUs/PBRSUs): 326.404; 315.9599; 388.9357
• All RSUs/PSUs were coded “A” (acquired) at $0 exercise price; vesting schedules extend through 03/15/2028 as detailed in the footnotes.

The filing increases Ms. Granat’s alignment with shareholders but does not signal immediate cash transactions. No dilution impact is indicated because units settle with existing share counts or cash at the company’s discretion. Investors may view the multi-year performance metrics as reinforcing long-term incentives; however, the absence of purchases or sales suggests neutral short-term market impact.

Insights

Securities Analyst

TL;DR: Insider received 1.34k new RSU/PSU awards; no shares sold or bought—neutral for near-term trading.

The Form 4 shows routine annual equity grants to a senior executive with no disposition of shares. Total direct ownership remains sizable at 455.6k shares, indicating strong personal stake. Because awards vest over multiple years and carry performance hurdles, there is no immediate EPS dilution or liquidity event. From a valuation standpoint, the filing does not change cash flow expectations or capital structure. Therefore the disclosure is informational rather than market-moving.

Corporate Governance Expert

TL;DR: Filing highlights incentive alignment; governance risk unchanged.

Granat’s mix of time-based RSUs and performance-based units follows best-practice pay-for-performance design. The inclusion of dividend-equivalent rights maintains economic parity with common shareholders. Existing options are well out-of-the-money relative to current grant prices, reducing windfall concerns. No red flags emerge regarding concentration or accelerated vesting. Overall, the disclosure supports governance transparency but does not materially affect the investment thesis.

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^*

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)
07/08/2025

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								11,038	I	By Benefit Plan Trust.
Common Stock								11,771	I	By Benefit Plan Trust
Common Stock	07/08/2025		A		12,033	A	$28	292,294	D
Common Stock	07/08/2025		S		12,033	D	$71.07	280,261	D
Common Stock	07/09/2025		A		2,159	A	$28	282,420	D
Common Stock	07/09/2025		S		2,159	D	$71	280,261	D
Common Stock	07/10/2025		A		45,808	A	$28	326,069	D
Common Stock	07/10/2025		S		45,808	D	$71.71	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	07/08/2025		M			12,033	(1)	12/17/2025	Common Stock	12,033	$71.07	47,967	D
Employee Stock Option (right to buy)	$28	07/09/2025		M			2,159	(1)	12/17/2025	Common Stock	2,159	$71	45,808	D
Employee Stock Option (right to buy)	$28	07/10/2025		M			45,808	(1)	12/17/2025	Common Stock	45,808	$71.71	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker, Attorney-in-fact for Tod E. Carpenter	07/10/2025
	** 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 QSR common shares does Jill Granat own after the 07/08/2025 transactions?

She directly owns 455,614.6543 common shares following the reported awards.

What new equity awards were granted to the QSR executive?

Granat received 1,340.215 new share units consisting of several RSU and PSU grants, all coded "A" at $0 price.

Were any QSR shares sold in this Form 4 filing?

No. The filing only reports acquisitions through equity awards; there were no dispositions.

What stock options does the insider currently hold?

Vested options for 50,000 shares at $56.92 expiring 05/04/2027 and 25,000 shares at $66.31 expiring 02/20/2030.

When do the newly granted performance share units vest?

Vesting dates are 02/22/2026, 03/15/2027 and 03/15/2028, contingent on performance conditions.

What are Restaurant Brands International exchangeable units disclosed in the filing?

Granat holds 52,965 exchangeable partnership units convertible into common shares or cash with no expiration date.