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Donaldson Company President Richard Brent Lewis reported receiving an employee stock option grant to buy 15,500 shares of common stock at an exercise price of $0.00 per share. The option vests in three equal annual installments beginning on March 2, 2027, providing long-term equity-based compensation.
He also reported beneficial ownership of 44,454 shares of common stock directly, plus 838 and 2,039 shares held indirectly through a benefit plan trust, reflecting his existing equity stake but not indicating additional open-market buying or selling.
Donaldson Company, Inc. reported modest growth with some margin pressure and a major pending acquisition. For the quarter ended January 31, 2026, net sales rose to $896.3 million from $870.0 million, while net earnings dipped slightly to $92.5 million and diluted EPS were $0.78 versus $0.79.
Over the first six months, net sales increased to $1,831.7 million from $1,770.1 million and net earnings improved to $206.4 million from $194.9 million, with diluted EPS up to $1.75 from $1.60. Gross margin narrowed as the company shifted Power Generation manufacturing and incurred footprint optimization costs, partly offset by pricing.
Life Sciences returned to profitability with strong Food and Beverage and Disk Drive demand, Mobile Solutions grew on Aftermarket strength, and Industrial Solutions saw lower margins from operational inefficiencies. Donaldson agreed to acquire Facet Filtration in an all‑cash transaction valued at approximately $820 million, expected to close in about six months, and continued returning cash via $108.6 million of share repurchases and higher dividends.
Donaldson Company, Inc. reported fiscal Q2 2026 record sales of $896.3 million, up 3.0% from a year ago, with GAAP net earnings of $92.5 million and diluted EPS of $0.78, slightly below $0.79 last year. Adjusted EPS was $0.83, flat versus the prior-year record.
Gross margin declined to 33.5% from 35.2%, while operating margin fell to 13.2%, or 14.0% on an adjusted basis. Life Sciences sales grew 16.2%, Industrial Solutions rose 2.4%, and Mobile Solutions increased 1.6%. The company agreed to acquire Facet for approximately $820 million in cash and now forecasts fiscal 2026 adjusted EPS of $3.93–$4.01 and record full-year sales and margins.
Donaldson Company, Inc. entered into a Securities Purchase Agreement to acquire all equity interests of Facet (Oklahoma) LLC and Facet Netherlands B.V. for $820 million in cash, subject to customary purchase price adjustments for cash, debt, transaction expenses and net working capital.
Closing is conditioned on antitrust clearance under the Hart-Scott-Rodino Act, certain foreign investment filings, absence of blocking laws or orders, accuracy of representations and warranties, covenant compliance, and no material adverse effect on Facet. The agreement can be terminated if the deal has not closed by October 31, 2026, with an option to extend by up to six months.
Donaldson Company, Inc. announced a planned CEO transition. Richard B. Lewis, currently Chief Operating Officer, will become President and Chief Executive Officer and join the Board on March 2, 2026. He succeeds Tod E. Carpenter, who will retire as CEO on March 1, 2026 and remain Executive Chairman to support the transition.
Lewis, age 54, has been with the company since 2002 in multiple leadership roles. In connection with his promotion, his annual base salary for the remainder of fiscal 2026 was set at $1,088,000, and his annual cash incentive target was set at 110% of base salary. He will receive incremental equity awards with an aggregate grant date fair value of $942,500, split equally between a performance stock unit for the 2026–2028 period and a non-qualified stock option.
Carpenter’s annual base salary for the remainder of 2026 was reduced to $880,000, effective March 2, 2026, for his role as Executive Chairman, with his cash incentive target remaining at 120% of base salary. The company also furnished a press release as an exhibit announcing the CEO succession.
A person identified as Willard Oberton has filed a Rule 144 notice to sell 1,380 shares of common stock, with an aggregate market value of $140,526.78. The shares are to be sold on or about 01/29/2026 through Morgan Stanley Smith Barney LLC Executive Financial Services on the NYSE. These shares were acquired on 01/29/2026 by exercising stock options under a registered plan, paid in cash.
The notice also reports prior sales of the issuer’s common stock by the same seller over the past three months: 11,000 shares sold on 01/02/2026 for gross proceeds of $988,049.70, and 820 shares sold on 01/22/2026 for gross proceeds of $84,619.24. The issuer has 115,336,687 shares of this class outstanding.
A shareholder in DCI has filed a notice under Rule 144 to sell 820 shares of common stock through Morgan Stanley Smith Barney LLC, with an indicated aggregate market value of 84619.24. The filing notes that there are 115336687 shares of this class outstanding and lists an approximate sale date of 01/22/2026 on the NYSE.
The shares to be sold were acquired on 01/22/2026 by exercising options under a registered plan, paid for in cash. The filer also reports that 11000 shares of common stock were sold on 01/02/2026, generating gross proceeds of 988049.70. The signer represents that they are not aware of undisclosed material adverse information about the issuer.
Donaldson Company director reports new stock and option awards. Director Jacinth C. Smiley acquired 900 shares of Donaldson common stock on 01/02/2026 at a reported price of $0, and an additional 250 shares on the same date at $89.93 per share. After these transactions, she directly holds 7,644 shares of common stock.
On 01/02/2026, she was also granted a stock option to buy 3,000 shares of Donaldson common stock at an exercise price of $89.93 per share, expiring on 01/02/2036. The option vests in three equal annual installments beginning on January 2, 2027, reflecting a long-term incentive structure tied to the company’s equity.
Donaldson Company director reports new stock and option awards. On 01/02/2026, the reporting person acquired 900 shares of Donaldson common stock at a stated price of $0, bringing directly held common shares to 1,000.
The same day, the director received a stock option to buy 3,000 shares of Donaldson common stock at an exercise price of $89.93 per share. The option expires on 01/02/2036 and will vest in three equal annual installments beginning on January 2, 2027.