Donaldson (DCI) CEO Tod Carpenter Exercises Options, Sells Shares

What Happened

• Tod E. Carpenter, Donaldson's Chairman, President & CEO, exercised 31,968 stock options at $42.72 per share (cost $1,365,673) on 2026-09-04 and immediately sold those 31,968 shares in an open-market transaction at $91.10 per share for proceeds of $2,912,285. The net pre-tax difference between sale proceeds and exercise cost was about $1,546,612. The filing shows the options were fully vested (footnote F1).

Key Details

• Transaction dates and prices:
  • 2026-09-04: Exercised 31,968 options at $42.72 (total cost $1,365,673) — code M (option exercise).
  • 2026-09-04: Sold 31,968 shares at $91.10 (total proceeds $2,912,285) — code S (sale).
  • Filing also reports a derivative conversion line showing the shares converted/disposed (M at $0.00) consistent with immediate sale.
• Shares owned after transaction: Not specified in this Form 4 filing.
• Footnotes: F1 indicates the options were fully vested.
• Timeliness: The Form 4 was filed on 2026-09-10 for a 2026-09-04 transaction (filed 6 days later), which is outside the usual 2-business-day SEC filing window.

Context

• This is a common cashless exercise followed by an immediate sale: the options were exercised and the shares were sold the same day, converting option value into cash. Such transactions are routine for executives exercising vested options and do not necessarily signal a change in long-term view.