Donaldson (DCI) Director Exercises 31,900 Options, Sells at $79.96

Rhea-AI Filing Summary

Donaldson Company, Inc. (DCI) Form 4: Director Trudy A. Rautio reported option exercises and share dispositions on 08/28/2025. Ms. Rautio exercised 18,700 options at an exercise price of $28.43 and 13,200 options at $42.26, and then sold those same blocks at $79.96 per share. The transactions left her with 25,621 shares beneficially owned after a reported gift of 3,709 shares. The Form 4 notes the options were fully vested. The filing was signed by Amy C. Becker as attorney-in-fact on 09/02/2025.

Positive

• Options were fully vested, enabling lawful exercise and sale of shares
• Sales executed at $79.96, substantially above exercise prices ($28.43 and $42.26), indicating realized gains

Negative

• Reported beneficial ownership declined to 25,621 shares after exercises, sales, and a gift
• Gift of 3,709 shares reduced insider stake, which decreases insider ownership alignment with shareholders

Insights

Securities Analyst

TL;DR: Director exercised vested options and sold shares, materially reducing her reported holdings to 25,621 shares.

The filing documents a routine insider liquidity event: Trudy Rautio exercised a total of 31,900 stock options (18,700 at $28.43 and 13,200 at $42.26) and contemporaneously sold the same number of shares at $79.96, realizing the spread between exercise price and sale price. A separate reported gift of 3,709 shares further reduced her beneficial ownership to 25,621 shares. These are non-derivative exercises and open-market sales following full vesting, indicating personal portfolio diversification or cashing option gains rather than a company-specific financing or governance action. The transactions are timestamped 08/28/2025 with signature dated 09/02/2025.

Corporate Governance Expert

TL;DR: Transactions are routine for a director with vested options; the gift and sales reduce insider ownership but show no regulatory or governance red flags.

The Form 4 discloses fully vested option exercises and immediate sales at market price, plus a gift of shares. From a governance perspective, the filing contains required disclosures and an attorney-in-fact signature, meeting procedural norms. The reduction to 25,621 shares is notable for ownership tracking but does not itself indicate conflict or a material change in board composition or control. No amendments or Rule 10b5-1 plan boxes are checked in the provided text, so these appear to be single-instance transactions.

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

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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^*

Rautio Trudy A.

(Last) (First) (Middle)

1400 WEST 94TH STREET

(Street)

BLOOMINGTON MN 55431

(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
	Officer (give title below)		Other (specify below)

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	08/28/2025		M		18,700	A	$28.43	48,030	D
Common Stock	08/28/2025		S		18,700	D	$79.96	29,330	D
Common Stock	08/28/2025		M		13,200	A	$42.26	42,530	D
Common Stock	08/28/2025		S		13,200	D	$79.96	29,330	D
Common Stock	08/28/2025		G		3,709	D	$0	25,621	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
Stock Option (right to buy)	$28.43	08/28/2025		M			18,700	(1)	01/04/2026	Common Stock	18,700	$0	0	D
Stock Option (right to buy)	$42.26	08/28/2025		M			13,200	(1)	01/03/2027	Common Stock	13,200	$0	0	D

Explanation of Responses:

1. Fully vested

Remarks:

	Amy C. Becker, Attorney-in-fact for Trudy Rautio	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 Trudy A. Rautio report on the DCI Form 4?

The filing reports she exercised 18,700 options at $28.43 and 13,200 options at $42.26, sold those shares at $79.96, and made a gift of 3,709 shares, leaving 25,621 shares beneficially owned.

When were the transactions in the DCI Form 4 executed?

The transactions are dated 08/28/2025 and the Form 4 was signed by the reporting attorney-in-fact on 09/02/2025.

Did the Form 4 indicate the options were vested?

Yes. The explanation section notes the options were fully vested at the time of exercise.

How many shares does Trudy Rautio beneficially own after these transactions?

She beneficially owns 25,621 shares following the reported transactions.

Were these transactions part of a 10b5-1 trading plan according to the filing?

The provided content does not indicate a checked box or statement that the transactions were made pursuant to a 10b5-1 plan.