DONALDSON Co INC SEC Filings

Director purchase increases stake in Donaldson Co. (DCI). A Form 4 shows director Christopher M. Hilger purchased 409 shares of common stock on 10/03/2025 at a price of $82.61 per share, bringing his beneficial ownership to 14,032 shares. The filing was signed by an attorney-in-fact on 10/06/2025. This is a routine Section 16 disclosure reporting an open-market or other permitted acquisition by an insider and does not include derivatives or option activity.

Donaldson Company, Inc. is asking shareholders to vote at its virtual annual meeting on November 21, 2025, including the election of four directors for three-year terms expiring in 2028. The Board nominated Daniel P. Shine as a new director and re-nominated Douglas A. Milroy, Richard M. Olson, and Jacinth C. Smiley; one incumbent, Willard D. Oberton, is not standing for re-election. Proxy voting instructions, broker voting procedures, and deadlines (proxy receipt by November 20, 2025 for certain plan shares) are provided.

Fiscal 2025 highlights tied to the compensation discussion show dividends of $132M, share repurchases of $334M (about 4% of shares outstanding), and total returns to shareholders near $465M. Executive pay is linked to performance metrics (Diluted EPS and business-unit measures) with incentive payout ranges from 10% to 200%. Governance disclosures describe committee independence, stock ownership requirements, director compensation, and change-in-control protections including a double-trigger CIC plan.

Bradley J. Pogalz, Chief Financial Officer of Donaldson Company, reported changes in beneficial ownership on Form 4. On 10/01/2025 he exercised an employee stock option with an exercise price of $82.08 to acquire 23,900 shares of Common Stock; those shares are held directly following the transaction. The option has an expiration date of 10/01/2035 and vests in three equal annual installments beginning on October 1, 2026. The filing also discloses indirect beneficial ownership of 47 and 798 shares held by a benefit plan trust. The Form 4 was signed by Amy C. Becker as attorney-in-fact on 10/03/2025.

Richard B. Lewis, an officer (President) of DONALDSON Co. Inc. (DCI), reported several transactions on 10/01/2025–10/02/2025. He acquired 13,500 shares on 10/02/2025 at $28 per share under transaction code M, and exercised 42,100 employee stock options with an exercise price of $82.08 (transaction code A, dated 10/01/2025). Following the reported activity, he beneficially owned 53,279 shares in total, including holdings in a Benefit Plan Trust (832 and 3,866 shares listed as indirect). The filing notes the $28-strike options granted on 10/02/2025 were fully vested, while the exercised $82.08-strike option vests in three equal annual installments beginning 10/01/2026. The form is signed by an attorney-in-fact on 10/03/2025.

Bart C. Driesen, listed as President and an officer of Donaldson Co., Inc. (DCI), reported a transaction dated 10/01/2025 showing two changes in his holdings. He disposed of 5,161 shares of common stock, reducing his non‑derivative holdings, and acquired 15,300 employee stock options with an exercise price of $82.08. The options are exercisable immediately as reported, expire on 10/01/2035, and the filing states the options vest in three equal annual installments beginning on 10/01/2026. The reported ownership after the transactions shows 15,300 underlying shares from the option award held directly.

Reporting person Darcy J. DeVincke, Chief Human Resources Officer of Donaldson Co. Inc. (DCI), reported transactions dated 10/01/2025. The report shows an indirect holding of 3,863 shares of Common Stock held indirectly through a Benefit Plan Trust. It also discloses an employee stock option grant for 11,500 shares with an exercise price of $82.08, granted 10/01/2025, exercisable beginning 10/01/2026 and expiring 10/01/2035. The option vests in three equal annual installments starting on 10/01/2026. The Form 4 was signed by an attorney-in-fact and filed on 10/03/2025.

Guillermo Briseno, an officer (President) of DONALDSON Co Inc (DCI), reported transactions dated 10/01/2025. The filing shows a disposition of 29,244 shares of common stock and the acquisition/exercise of 15,300 employee stock options with an exercise price of $82.08. The options convert to 15,300 common shares and are recorded as directly owned; the option grant vests in three equal annual installments beginning 10/01/2026. The Form 4 was signed on 10/03/2025 by an attorney-in-fact.

Andrew J. Cebulla, Corporate Controller of DONALDSON Co INC (DCI), reported changes in ownership on a Form 4. The filing shows a grant of an employee stock option for 5,186 shares with an exercise price of $82.08 and an exercise/expiration window listed through 10/01/2035. The option was granted on 10/01/2025 and the filing notes it vests in three equal annual installments beginning 10/01/2026. After the reported transactions the reporter beneficially owns 5,186 underlying shares via the option reported as direct ownership. The form also records a disposition of 1,644 shares and an indirect holding of 287 shares held by benefit plan trust. The filing is signed on behalf of Mr. Cebulla by an attorney-in-fact on 10/03/2025.

Tod E. Carpenter, who serves as Chairman, President and CEO of Donaldson Co., Inc. (DCI), reported Section 16 transactions with an effective date of 10/01/2025 and a filing date of 10/03/2025. The Form 4 shows an acquisition of 122,600 employee stock options with an exercise price of $82.08 that are exercisable beginning 10/01/2026 and expire 10/01/2035; the option vests in three equal annual installments starting on 10/01/2026. The filing also discloses a disposition of 298,699 shares of common stock and indirect beneficial ownership of 11,079 and 11,815 shares held through a Benefit Plan Trust. The report was submitted by Amy C. Becker as attorney-in-fact for Mr. Carpenter.