Donaldson Company, Inc. Insider Trading Activity

Accepted by SEC EDGAR 07/10/2025 - 05:02 PM EDT Learn about SEC filing dates

Insider Trade Summary

Exercise and Sale: 60,000 shares ($2.61M approx. pre-tax spread)

Exercise and Sale 9 txns

Insider Carpenter Tod E.

Role Chairman, President and CEO

Sold 60,000 shs ($4.29M)

Approx. gross sale proceeds $4.29M

Approx. exercise cost $1.68M

Approx. pre-tax spread $2.61M

Type	Security	Shares	Price	Value
Exercise	Employee Stock Option (right to buy)	45,808	$71.71	$3.28M
Grant/Award	Common Stock	45,808	$28.00	$1.28M
Sale	Common Stock	45,808	$71.71	$3.28M
Exercise	Employee Stock Option (right to buy)	2,159	$71.00	$153K
Grant/Award	Common Stock	2,159	$28.00	$60K
Sale	Common Stock	2,159	$71.00	$153K
Exercise	Employee Stock Option (right to buy)	12,033	$71.07	$855K
Grant/Award	Common Stock	12,033	$28.00	$337K
Sale	Common Stock	12,033	$71.07	$855K
Holding	Common Stock	--	--	--
Holding	Common Stock	--	--	--

Holdings After Transaction: Employee Stock Option (right to buy) — 0 contracts (Direct); Common Stock — 280,261 shares (Direct); Common Stock — 11,038 shares (Indirect, By Benefit Plan Trust.); Common Stock — 11,771 shares (Indirect, By Benefit Plan Trust)

Footnotes (1)

1. F1. Fully vested

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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.