Donaldson (DCI) CEO Tod Carpenter Receives Award, Sells Shares for Taxes

What Happened
Tod E. Carpenter, Chairman, President and CEO of Donaldson Co. (DCI), was granted 38,131 shares (reported as an award, code A) on 2026-09-24. On the same date 18,761 of those shares were disposed (code F) to satisfy tax withholding at $86.60 per share, a withholding value of $1,624,703. The award increases Carpenter’s holdings, while the withheld shares represent a routine tax-withholding (sell-to-cover) rather than an open-market sale.

Key Details

• Transaction date: 2026-09-24 (reported on Form 4 filed 2026-09-28).
• Award: 38,131 shares acquired at $0.00 (code A).
• Tax withholding: 18,761 shares disposed at $86.60 each for total of $1,624,703 (code F).
• Net new shares from the grant: 38,131 − 18,761 = 19,370 shares added.
• Shares owned after transaction: not provided in the supplied filing data.
• Notable footnote: the F-code disposal is for payment of tax liability (common sell-to-cover).
• Filing timeliness: reported 2026-09-28 for a 2026-09-24 transaction — flagged as late (timeliness = L), which is a reporting issue but does not by itself indicate trading intent.

Context
This appears to be a standard restricted stock/award issuance with shares withheld to cover tax obligations. Awards are compensation, not purchases, and withholding disposals are routine—neither action alone reliably signals insider sentiment about the company’s stock. Transaction codes: A = Award/Grant (acquisition), F = Payment of exercise price or tax liability (share withholding).