DONALDSON Co INC 8-K

What Happened
Donaldson Company, Inc. announced on Feb 2, 2026 (Purchase Agreement dated Jan 31, 2026) that it agreed to buy all issued and outstanding equity of Facet (Oklahoma) LLC and Facet Netherlands B.V. from Facet Group Holdings II LLC and Facet Holdings II B.V. for a cash purchase price of $820 million, subject to customary adjustments for Facet’s cash, debt, transaction expenses and net working capital.

Key Details

• Purchase Agreement signed Jan 31, 2026; 8-K filed Feb 2, 2026 with an accompanying press release.
• Consideration: $820 million cash, subject to adjustments for cash, debt, transaction expenses and net working capital.
• Closing conditions include HSR clearance, applicable non-U.S. foreign direct investment filings, accuracy of reps and warranties, covenant compliance, and no material adverse effect on Facet.
• Termination/timeout: deal may be terminated if not closed by Oct 31, 2026 (parties may extend up to six months); other customary termination rights apply.
• Reps and warranties generally do not survive closing; Donaldson obtained customary representations & warranties insurance (RWI) as potential recourse for certain seller breaches.

Why It Matters
This is a strategic acquisition reported in an 8-K that may expand Donaldson’s product or geographic footprint (through the U.S. and Netherlands entities) and impacts capital deployment given the $820M cash consideration. Investors should watch for regulatory clearances (HSR and foreign filings), final purchase price adjustments at close, and any disclosures about integration plans or financing in future filings or earnings calls.