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    SEC Form 11-K filed by Donaldson Company Inc.

    6/5/25 4:25:24 PM ET
    $DCI
    Pollution Control Equipment
    Industrials
    Get the next $DCI alert in real time by email
    11-K 1 a11-k20241231.htm 11-K Document

    UNITED STATES
    SECURITIES AND EXCHANGE COMMISSION
    WASHINGTON, D.C. 20549
    _____________________________________________________________

    FORM 11-K

    _____________________________________________________________

    (Mark One)
    ý
    ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2024
    OR
    oTRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____________ TO _______________


    Commission file number 1-7891


    A.Full title of the plan and the address of the plan, if different from that of the issuer named below:


    DONALDSON COMPANY, INC.

    RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN


    B.Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:


    DONALDSON COMPANY, INC.
    1400 WEST 94TH STREET
    MINNEAPOLIS, MINNESOTA 55431

















    DONALDSON COMPANY, INC.
    RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
    TABLE OF CONTENTS 
     Page(s)
    Report of Independent Registered Public Accounting Firm - BDO USA, P.C. [PCAOB Firm ID No. 243]
    1
      
    Financial Statements 
    Statements of Net Assets Available for Benefits as of December 31, 2024 and 2023
    2
    Statement of Changes in Net Assets Available for Benefits for the year ended December 31, 2024
    3
    Notes to Financial Statements
    4-8
      
    Supplemental Schedule 
    Schedule H, line 4i – Schedule of Assets (Held at End of Year) as of December 31, 2024
    9
    Signature
    10
    Exhibit: Consent of Independent Registered Public Accounting Firm - BDO USA, P.C.
    Note:Other schedules required by 29 CFR 2520.103-10 of the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.
     
     





    Report of Independent Registered Public Accounting Firm



    To Plan Participants and Investment Committee of
    Donaldson Company, Inc. Retirement Savings and Employee Stock Ownership Plan
    Minneapolis, Minnesota

    Opinion on the Financial Statements

    We have audited the accompanying statements of net assets available for benefits of the Donaldson Company, Inc. Retirement Savings and Employee Stock Ownership Plan (the “Plan”) as of December 31, 2024 and 2023, the related statement of changes in net assets available for benefits for the year ended December 31, 2024, and the related notes (collectively, the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2024 and 2023, and the changes in net assets available for benefits for the year ended December 31, 2024, in conformity with accounting principles generally accepted in the United States of America.

    Basis for Opinion

    These financial statements are the responsibility of the Plan’s management. Our responsibility is to express an opinion on the Plan’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

    We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Plan is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Plan’s internal control over financial reporting. Accordingly, we express no such opinion.

    Our audits included performing procedures to assess the risk of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by the Plan’s management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

    Supplemental Information

    The supplemental information in the accompanying Schedule of Assets (Held at End of Year) as of December 31, 2024 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is presented for the purpose of additional analysis and is not a required part of the financial statements but included supplemental information required by the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.

    /s/BDO USA, P.C.

    We have served as the Plan’s auditor since 2024.
    Grand Rapids, Michigan
    June 5, 2025


    1


    DONALDSON COMPANY, INC.
    RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
    STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
    December 31,
    20242023
    Assets  
    Investments, at fair value$812,396,436 $731,032,925 
    Employer contributions receivable9,851,168 9,369,528 
    Participant contributions receivable— 728,667 
    Notes receivable from participants4,753,116 4,062,282 
    Total assets827,000,720 745,193,402 
    Net assets available for benefits$827,000,720 $745,193,402 


    See Notes to Financial Statements.



    2


    DONALDSON COMPANY, INC.
    RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
    STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
    Year Ended December 31, 2024
    Additions
    Net appreciation of the fair value of investments$98,264,988 
    Interest and dividend income6,258,034 
    Total income104,523,022 
    Interest income on notes receivable from participants316,407 
    Contributions: 
    Employer22,199,142 
    Participants29,008,109 
    Rollovers3,793,998 
    Total contributions55,001,249 
    Total additions159,840,678 
    Deductions
    Benefits paid to participants77,467,409 
    Administrative expenses565,951 
    Total deductions78,033,360 
    Net increase in net assets available for benefits81,807,318 
    Net assets available for benefits, beginning of year745,193,402 
    Net assets available for benefits, end of year$827,000,720 

    See Notes to Financial Statements.

    3



    DONALDSON COMPANY, INC.
    RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
    NOTES TO FINANCIAL STATEMENTS
    AS OF DECEMBER 31, 2024 AND 2023 AND FOR THE YEAR ENDED DECEMBER 31, 2024
    Note 1. Description of the Plan
    The Donaldson Company, Inc. Retirement Savings and Employee Stock Ownership Plan (the Plan) is a defined contribution plan sponsored and administered by Donaldson Company, Inc. (the Company). The Plan is subject to the applicable provisions of the Employee Retirement Income Security Act of 1974, as amended (ERISA). Fidelity Management Trust Company (the Trustee) is the Plan’s trustee and record keeper.
    The following description of the Plan is provided for general information purposes only. Participants should refer to the Plan document for a more complete description of the Plan’s provisions. The Board of Directors and Company management may amend or modify the Plan.
    Eligibility
    Full-time and part-time employees are eligible to participate in the Plan upon employment, as defined by the Plan. Employees covered by a labor agreement are not eligible for employer contributions unless their labor agreement and the Plan provide for it. As of January 1, 2024, all employees covered by labor agreements are eligible for employer contributions.
    Contributions
    Participants may contribute up to 50% of their annual compensation through pre-tax 401(k) contributions or after-tax Roth 401(k) contributions, as defined by the Plan. Participants may also contribute amounts representing rollover distributions from other qualified retirement plans. Participants over age 50 may contribute an additional catch-up contribution. Employees who are not covered by a collective bargaining agreement are automatically enrolled at a 3% pre-tax 401(k) employee contribution 45 days after they become eligible unless they proactively opt out of the Plan or choose a different percentage amount for their contribution. As of January 1, 2024, all employees covered by a collective bargaining agreement are automatically enrolled under the same terms.
    Information about employer contributions made to eligible participants is as follows:
    Participant GroupEmployer
    Contribution
    Contribution
    Paid
    Investment
    Allocation
    Vesting
    Employer Contributions For the Year Ended December 31, 2024
    All eligible participants as defined by the Plan
    100% of the first 3% and 50% of the next 2% of compensation contributed by the participantEach pay periodThe match is invested 50% in the Company's Common Stock Fund and 50% in the participants directed investment elections.Immediate$12,848,233 
    All eligible participants as defined by the Plan receive an additional annual retirement contribution
    3% of participant’s compensation After Plan year-end100% in the participant's directed investment elections3 years of vesting service9,350,909 
    Total employer contributions$22,199,142 
    Participant Accounts
    Participants direct the investment of their contributions into various investment options offered by the Plan. If a participant does not allocate their contributions, the contributions are placed in the age appropriate State Street Target Retirement Fund. The participant may directly invest up to 15% of their contributions in the Company’s Common Stock Fund. Employer contributions invested directly in the Company’s Common Stock Fund may be transferred by participants to one or more of the other investment options available under the Plan at any time. Each participant’s account is credited with their contributions, including rollover contributions, employer contributions and investment earnings. Allocation of investment earnings is based on the value of the participant’s account at the close of each day.
    4


    Participants may not transfer funds from their existing portfolio account balance into the Company’s Common Stock Fund once their Company’s Common Stock Fund reaches 15% of their total portfolio account. A participant may change the allocation of contributions to various investment options offered by the Plan daily.
    Vesting
    Participants are 100% vested in their accounts at all times.
    Forfeited Accounts
    Forfeited non-vested accounts may be used to restore accounts for rehired participants, reduce employer contributions or reduce Plan administrative expenses. Forfeited non-vested amounts are Plan assets and are classified as investments on the Statements of Net Assets Available for Benefits. As of December 31, 2024 and 2023, there was $234,843 and $384,269, respectively, available in forfeited non-vested accounts. For the year ended December 31, 2024, $362,568 in forfeitures were used to reduce employer contributions. For the year ended December 31, 2024, forfeitures were also used to reduce administrative expenses by $189,970.
    Payment of Benefits
    Upon termination of employment, disability or termination of the Plan, a participant or designated beneficiary may receive the participant’s account balance in a lump-sum payment. If the participant’s termination is considered a retirement, as defined in the Plan document, a participant or designated beneficiary can receive a partial distribution. Hardship withdrawals, as defined in the Plan document, are allowed at any time, subject to approval by the Company. Distributions are permitted while the participants are employed by the Company once the participant has reached age 59-1/2.
    Notes Receivable from Participants
    Participants may borrow up to 50% of their participant contribution account balance or $50,000, whichever is less. Employer contributions are not available for loans. Loans must be repaid by the participant within five years, unless the loan is used to acquire the participant’s primary residence, in which case the term may not exceed 10 years. The loan interest is 1% over the prime lending rate on the first day of the Plan year (January 1) coinciding with the year in which the loan is granted. Interest rates on outstanding loans as of December 31, 2024 and 2023 ranged from 4.25% to 9.50% and 4.25% to 9.25% respectively. Loans mature at various dates through July 2034 and are generally repaid through payroll deductions.
    Plan Termination
    Although it has not expressed any intention to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions set forth in ERISA. In the event that the Plan is terminated, participants would become 100% vested in their accounts.
    Note 2. Summary of Significant Accounting Policies
    Basis of Accounting and Use of Estimates
    The financial statements have been prepared on the accrual basis of accounting. The preparation of the financial statements, in conformity with generally accepted accounting principles (GAAP) in the United States, requires the Plan’s management to use estimates and assumptions that affect the financial statements and disclosures. Actual results could differ from these estimates. The following is a summary of significant policies which are consistently followed in the preparation of the Plan’s financial statements.
    New Accounting Standards Not Yet Adopted
    The Company considers the applicability and impact of the Financial Accounting Standards Board’s Accounting Standards Updates (ASUs) issued but not yet adopted. The Company assessed ASUs recently issued and determined they were either not applicable or were not expected to have a material impact on the Plan’s financial reporting.
    Valuation of Investments
    The Plan’s investments are stated at fair value or NAV as a practical expedient. Fair value is considered the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date, as determined by the Trustee, and are based on published market quotations. See Note 6 for disclosure of the Plan’s fair value measurements.
    Investment Earnings
    Investment income is recorded on an accrual basis. Realized gains and losses on the sale of investments and unrealized gains or losses in the fair value of investments are shown as net appreciation of the fair value of investments. Dividend income is recorded on the ex-dividend date.
    5


    Notes Receivable from Participants
    Notes receivable from participants are measured at their unpaid principal balance and any accrued interest. Interest income on notes receivable from participants is recorded when it is earned. Delinquent notes receivable from participants are reclassified as distributions based upon the terms of the Plan document. At December 31, 2024 and 2023, there were no allowances for credit losses recorded.
    Contributions
    Participant contributions and any related employer matching contributions are recognized in the period during which the Company makes the respective payroll deduction from the participant’s compensation. Annual employer contributions are recorded in the Plan in the year in which compensation was earned.
    Benefits Paid to Participants
    Benefits paid to participants are recorded when paid.
    Plan Expenses
    Administrative fees charged by the Trustee are paid by the Plan. These fees are partially offset by revenue sharing credits received from the Trustee as well as forfeitures. Certain expenses, including legal, accounting and other services, are paid by the Company, and are excluded from these financial statements.
    Risks and Uncertainties
    The Plan provides for various options for investment in a variety of investment securities. Investment securities are exposed to various risks including, but not limited to, interest rates, market conditions and credit risks. Due to the level of risk associated with certain investment securities and the level of uncertainty related to changes in the value of investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits in future periods.
    Concentration of Market Risk
    As of December 31, 2024 and 2023, approximately 22% and 25% of the Plan’s net assets available for benefits were invested in the Donaldson Company, Inc. Common Stock Fund, respectively. The underlying value of this fund is dependent upon the performance of the Company and the market’s evaluation of such performance. It is at least reasonably possible that changes in the fair value of the Company’s Common Stock Fund in the near term could materially affect participants’ account balances and the amounts reported in the Statements of Net Assets Available for Benefits and the Statement of Changes in Net Assets Available for Benefits in future periods.
    Note 3. Investments
    The investments that represent 10% or more of the Plan’s net assets available for benefits were as follows:
    As of December 31,
    20242023
    Donaldson Company, Inc. Common Stock Fund(1)
    $177,822,400 $188,677,949 
    Fidelity Contrafund Pool(1)
    $145,639,354 $114,202,343 
    (1)Indicates a party-in-interest investment.
    Note 4. Tax Status
    The Company has received a favorable determination letter from the Internal Revenue Service (IRS), dated October 3, 2017, stating the Plan is designed in accordance with the applicable sections of the Internal Revenue Code (the Code) and is therefore exempt from federal income taxes under provisions of Section 501(a). While the Plan has been amended since receiving the determination letter, the Company believes the Plan is currently designed and being operated in compliance with the applicable requirements of the Code. Therefore, no provision for income taxes has been included in the Plan’s financial statements.
    GAAP requires the Company to evaluate tax positions taken. The effects of an uncertain tax position are recognized in the financial statements when the position is more likely than not, based on the technical merits, to be sustained upon examination by the IRS. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress.
    6


    Note 5. Related Party and Exempt Party-in-Interest Transactions
    Participants have the option to direct their contributions to be invested in certain mutual funds and common/collective trusts, which are sponsored by the Trustee, and a Company stock fund comprised of Donaldson Company, Inc. common stock. The Trustee is authorized, under contract provisions and by exemption under 29 CFR 408(b) of ERISA regulations, to invest in securities under its control and in the Company’s Common Stock Fund.
    As of December 31, 2024 and 2023, the Plan held 2,640,166 and 2,886,897 shares of Donaldson Company, Inc. common stock, valued at $177,822,400 and $188,677,949, respectively. Dividends received on Donaldson Company, Inc. common stock were $2,442,927 for the year ended December 31, 2024. For the year ended December 31, 2024, purchases and sales of Donaldson Company, Inc. common stock were $7,952,943 and $28,345,113, respectively.
    The Plan also issues loans to participants which are secured by the vested balance of the participants' accounts.
    Note 6. Fair Value Measurements
    Fair value measurements of financial instruments are reported in one of three levels based on the lowest level of significant input used. For Level 1, inputs to the fair value measurement are quoted prices in active markets for identical assets or liabilities. For Level 2, inputs to the fair value measurement include quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. For Level 3, inputs to the fair value measurement are unobservable inputs or are based on valuation techniques.
    The following is a description of the valuation methodologies used for investments measured at fair value. There have been no changes in the methodologies used during the year ended December 31, 2024.
    Donaldson Company, Inc. Common Stock Fund
    Investments in the Donaldson Company, Inc. Common Stock Fund are valued at the closing price reported on the active market on which the individual securities are traded.
    Mutual Funds and Participant-Directed Brokerage Accounts
    Mutual funds held by the Plan are open-ended mutual funds that are registered with the Securities Exchange Commission. Participant-directed brokerage accounts include investments in cash, common stock, open-ended mutual funds that are registered with the Securities Exchange Commission and ETFs that are registered with the Securities Exchange Commission. Investments in mutual funds and participant-directed brokerage accounts are stated at fair value based on quoted market prices.
    Common/collective Trust Fund Investments
    Common/collective trust funds are valued at the net asset value (NAV) of units held. The NAV, as provided by the trustee of the common/collective trust funds, is used as a practical expedient to estimate fair value. The NAV is based on the fair value of the underlying investments held by the common/collective trust funds less its liabilities. This practical expedient is not used when it is determined to be probable that the common/collective trust funds will sell for an amount different than the reported NAV.
    The common/collective trust funds also include Fidelity Managed Income Portfolio II (MIP II). The objective of the MIP II is to seek the preservation of capital and to provide a competitive level of income over time that is consistent with the preservation of capital. Under the terms of the MIP II’s Declaration of Trust, withdrawals directed by the Company must be preceded by a 12 month written notice to the MIP II. As of December 31, 2024, the Plan had not provided the MIP II with advance written notice to terminate the Plan’s investment in the MIP II.
    As of December 31, 2024 and 2023, the Plan had no unfunded commitments related to the common/collective trust funds. There are no participant redemption restrictions for these investments. Participant transactions (purchases and sales) may occur daily.
    Fair Value Classification
    The Company reviews the fair value hierarchy classification on an annual basis. Changes in the ability to observe valuation inputs may result in a transfer between levels for certain securities within the fair value hierarchy. The Plan’s policy is to recognize transfers into and out of levels within the fair value hierarchy at the end of the year in which the actual event or change in circumstances that caused the transfer occurs. There were no transfers between Level 1, Level 2, or Level 3 resulting from changes in valuation inputs or methods during the years ended December 31, 2024 or 2023. The methods described above may produce a fair value calculation that may not be indicative of the net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
    7


    The Plan’s investments at fair value and the respective levels in the fair value hierarchy are as follows:
    As of December 31, 2024
    Level 1Level 2Level 3Total
    Donaldson Company, Inc. Common Stock Fund$177,822,400 $— $— $177,822,400 
    Mutual funds and interest bearing cash71,246,045 — — 71,246,045 
    Participant-directed brokerage accounts11,927,355 — — 11,927,355 
    Total investments in the fair value hierarchy$260,995,800 $— $— 260,995,800 
    Common/collective trust fund investments measured at NAV
    551,400,636 
    Total investments, at fair value$812,396,436 

    As of December 31, 2023
    Level 1Level 2Level 3Total
    Donaldson Company, Inc. Common Stock Fund$188,677,949 $— $— $188,677,949 
    Mutual funds and interest bearing cash83,825,527 — — 83,825,527 
    Participant-directed brokerage accounts10,705,246 — — 10,705,246 
    Total investments in the fair value hierarchy$283,208,722 $— $— 283,208,722 
    Common/collective trust fund investments measured at NAV
    447,824,203 
    Total investments, at fair value$731,032,925 
    Note 7. Subsequent Events
    The Company has evaluated subsequent events through June 5, 2025, the date the financial statements were issued, for events requiring recording or disclosure in the Plan’s financial statements. The Company has determined no significant events occurred after December 31, 2024, but prior to the issuance of these financial statements, that would have a material impact on its financial statements.

    8


    DONALDSON COMPANY, INC.
    RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN
    SCHEDULE H, LINE 4i - SCHEDULE OF ASSETS (HELD AT END OF YEAR)
    AS OF DECEMBER 31, 2024
    EIN 41-0222640
    Plan Number 007
    Description of Investment
    Identity of Issue,Including the Maturity Date,
    Borrower, LessorRate of Interest, Collateral,Current
    or Similar PartyPar or Maturity Value
    Cost
    Value
    (1)Donaldson Company, Inc. Common Stock FundCommon Stock$— $177,822,400 
    (1)Fidelity Contrafund PoolCommon/Collective Trust(2)145,639,354 
    Legal & General Russell 3000 FundCommon/Collective Trust(2)61,393,523 
    Boston Partners Large Cap ValueCommon/Collective Trust(2)35,604,255 
    (1)Fidelity Managed Income Portfolio II FundCommon/Collective Trust(2)25,456,108 
    Schroder U.S. Small Cap Equity Trust
    Common/Collective Trust
    (2)19,834,511 
    BlackRock Total ReturnCommon/Collective Trust(2)18,801,431 
    Hood River Small Cap Growth FundMutual Fund(2)24,359,871 
    (1)Fidelity Diversified International K6Mutual Fund(2)18,586,062 
    Dodge & Cox InternationalMutual Fund(2)11,360,741 
    American Beacon Small Cap ValueMutual Fund(2)10,033,344 
    (1)Brokeragelink FundParticipant-directed Brokerage Accounts(2)11,927,355 
    Vanguard Inflation Protected FundMutual Fund(2)6,807,999 
    Legal & General MSCI EAFE FundCommon/Collective Trust(2)4,784,207 
    (1)Fidelity Government Money MarketMoney Market(2)98,028 
    State Street Target Retirement IncomeCommon/Collective Trust(2)3,123,764 
    State Street Target Retirement 2020Common/Collective Trust(2)10,399,156 
    State Street Target Retirement 2025Common/Collective Trust(2)26,584,871 
    State Street Target Retirement 2030Common/Collective Trust(2)43,269,470 
    State Street Target Retirement 2035Common/Collective Trust(2)44,176,721 
    State Street Target Retirement 2040Common/Collective Trust(2)37,872,642 
    State Street Target Retirement 2045Common/Collective Trust(2)23,083,239 
    State Street Target Retirement 2050Common/Collective Trust(2)23,369,787 
    State Street Target Retirement 2055Common/Collective Trust(2)17,892,644 
    State Street Target Retirement 2060Common/Collective Trust(2)9,659,162 
    State Street Target Retirement 2065Common/Collective Trust(2)455,791 
    $812,396,436 
    (1)Participant LoansNotes receivable from participants - interest rates from 4.25% to 9.5%, payable through July 2034$— $4,753,116 
    (1)Denotes party-in-interest.
    (2)Historical cost information is omitted as it is not required by the Department of Labor under the instructions to the Form 5500 for participant-directed accounts.
     
    9


    SIGNATURE
    Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. 

    DONALDSON COMPANY, INC.
    RETIREMENT SAVINGS AND EMPLOYEE STOCK
    OWNERSHIP PLAN
    (Name of Plan)
    DateJune 5, 2025By:Donaldson Company, Inc., the Plan Administrator
    By:
    /s/ Bradley J. Pogalz
    Bradley J. Pogalz
    Chief Financial Officer
    10
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      Donaldson Company, Inc. (NYSE:DCI), a leading worldwide provider of innovative filtration products and solutions, today announced the appointment of Richard Lewis as chief operating officer, effective August 1, 2025. In his new role, Lewis will oversee the company's three segments as well as its enterprise operations and supply chain, and corporate technology functions. He will continue to report to Tod Carpenter, chairman, president and chief executive officer. "Rich is an experienced leader with a track record of consistent operational success through a broad range of dynamic and challenging market conditions," said Carpenter. "During his 23 years with Donaldson, he has achieved a deep

      6/2/25 4:15:00 PM ET
      $DCI
      Pollution Control Equipment
      Industrials

    $DCI
    Leadership Updates

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    • Donaldson Appoints Richard Lewis Chief Operating Officer

      Donaldson Company, Inc. (NYSE:DCI), a leading worldwide provider of innovative filtration products and solutions, today announced the appointment of Richard Lewis as chief operating officer, effective August 1, 2025. In his new role, Lewis will oversee the company's three segments as well as its enterprise operations and supply chain, and corporate technology functions. He will continue to report to Tod Carpenter, chairman, president and chief executive officer. "Rich is an experienced leader with a track record of consistent operational success through a broad range of dynamic and challenging market conditions," said Carpenter. "During his 23 years with Donaldson, he has achieved a deep

      6/2/25 4:15:00 PM ET
      $DCI
      Pollution Control Equipment
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    • Winmark Corporation Appoints New Board Member

      Winmark Corporation (NASDAQ:WINA) announced today that it has named Amy C. Becker to its Board of Directors. Currently, Ms. Becker is Chief Legal Officer and Corporate Secretary at Donaldson Company, Inc. (NYSE:DCI), a global leader in technology-led filtration products and solutions. "We are pleased to welcome Amy Becker to the Winmark Board," stated Brett D. Heffes, Chairman and Chief Executive Officer. "Her extensive experience with public company governance, legal strategy and executive management will be invaluable to Winmark as we execute our growth plans and pursue our mission to provide Resale for Everyone™." Winmark - the Resale Company®, is a nationally recognized franchising bu

      11/16/22 9:33:00 AM ET
      $DCI
      $WINA
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      Other Specialty Stores
      Consumer Discretionary
    • Donaldson Company Announces Appointment of Two New Directors

      Donaldson Company, Inc. (NYSE:DCI) today announced the appointment of Rick Olson and Jacinth Smiley to its board of directors, effective January 27, 2022. The Company also announced that John Wiehoff and Mike Hoffman will not stand for re-election when their terms end in November at the 2022 Annual Meeting of Stockholders after 18 and 16 years of service, respectively. Rick Olson, 57, is chairman, president and chief executive officer of The Toro Company, provider of outdoor maintenance and beautification products. Olson was elected chairman of Toro's board in November 2017, and as president and chief executive officer in November 2016. He joined Toro in 1986 and held various leadership po

      1/27/22 2:40:00 PM ET
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    $DCI
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    • SEC Form SC 13G/A filed by Donaldson Company Inc. (Amendment)

      SC 13G/A - DONALDSON Co INC (0000029644) (Subject)

      2/13/24 5:02:40 PM ET
      $DCI
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    • SEC Form SC 13G/A filed by Donaldson Company Inc. (Amendment)

      SC 13G/A - DONALDSON Co INC (0000029644) (Subject)

      2/12/24 3:16:24 PM ET
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    • SEC Form SC 13G/A filed by Donaldson Company Inc. (Amendment)

      SC 13G/A - DONALDSON Co INC (0000029644) (Subject)

      2/9/23 11:16:47 AM ET
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    • President Lewis Richard Brent exercised 10,000 shares at a strike of $35.80 and covered exercise/tax liability with 7,369 shares, increasing direct ownership by 8% to 33,832 units (SEC Form 4)

      4 - DONALDSON Co INC (0000029644) (Issuer)

      6/5/25 2:57:40 PM ET
      $DCI
      Pollution Control Equipment
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    • Director Oberton Willard D exercised 7,000 shares at a strike of $28.43 and sold $486,570 worth of shares (7,000 units at $69.51) (SEC Form 4)

      4 - DONALDSON Co INC (0000029644) (Issuer)

      6/5/25 2:50:57 PM ET
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    • Director Owens James sold $1,159,774 worth of shares (18,700 units at $62.02) and exercised 18,700 shares at a strike of $28.43 (SEC Form 4)

      4 - DONALDSON Co INC (0000029644) (Issuer)

      4/11/25 10:19:07 AM ET
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    SEC Filings

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    • SEC Form 11-K filed by Donaldson Company Inc.

      11-K - DONALDSON Co INC (0000029644) (Filer)

      6/5/25 4:25:24 PM ET
      $DCI
      Pollution Control Equipment
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    • SEC Form 10-Q filed by Donaldson Company Inc.

      10-Q - DONALDSON Co INC (0000029644) (Filer)

      6/3/25 12:57:18 PM ET
      $DCI
      Pollution Control Equipment
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    • SEC Form SD filed by Donaldson Company Inc.

      SD - DONALDSON Co INC (0000029644) (Filer)

      5/30/25 10:42:18 AM ET
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      Pollution Control Equipment
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    $DCI
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    • Donaldson Reports Third Quarter Fiscal Year 2025 Sales and Earnings

      Record third quarter sales driven by continued growth of replacement parts Further progress on cost and footprint optimization efforts Accelerated share repurchase, announced 11% quarterly dividend increase Raising fiscal 2025 adjusted EPS guidance Donaldson Company, Inc. (NYSE:DCI) (Donaldson or the Company), a global leader in technology-led filtration products and solutions, today reported third quarter fiscal 2025 generally accepted accounting principles (GAAP) net earnings of $57.8 million, compared with $113.5 million a year ago. Earnings per share (EPS)1 were $0.48 compared with 2024 EPS of $0.92. These results include $65.8 million of pre-tax, non-recurring net charges, incl

      6/3/25 6:00:00 AM ET
      $DCI
      Pollution Control Equipment
      Industrials
    • Donaldson Company Increases Quarterly Cash Dividend 11.1%

      Donaldson Company, Inc. (NYSE:DCI) today announced that its Board of Directors declared a regular cash dividend of 30.0 cents per share, an increase of 11.1% from the prior quarterly dividend of 27.0 cents per share. The dividend is payable June 30, 2025, to shareholders of record on June 16, 2025. Donaldson is a member of the S&P High-Yield Dividend Aristocrats Index and calendar year 2024 marked the 29th consecutive year of annual dividend increases. The Company has paid a cash dividend every quarter for 69 years. About Donaldson Company, Inc. Founded in 1915, Donaldson (NYSE:DCI) is a global leader in technology-led filtration products and solutions, serving a broad range of industri

      5/30/25 2:15:00 PM ET
      $DCI
      Pollution Control Equipment
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    • Donaldson to Webcast Third Quarter Fiscal 2025 Earnings Conference Call

      Donaldson Company, Inc. (NYSE:DCI), a leading worldwide provider of innovative filtration products and solutions, will webcast its third quarter 2025 earnings conference call on Tuesday, June 3, 2025, at 9:00 a.m. CT. WEBCAST: To listen to a live webcast of the call, visit the "Events & Presentations" section of Donaldson's Investor Relations website at IR.Donaldson.com and click on the "listen to webcast" option.     REPLAY: The webcast replay will be available within the "Events & Presentations" section of Donaldson's Investor Relations website beginning at approximately 12:00 p.m. CT on Tuesday, June 3, 2025. About Donaldson Company, Inc. Founded in 1915, Do

      5/5/25 9:12:00 AM ET
      $DCI
      Pollution Control Equipment
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    $DCI
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    • Raymond James initiated coverage on Donaldson

      Raymond James initiated coverage of Donaldson with a rating of Mkt Perform

      6/28/24 7:37:12 AM ET
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    • Morgan Stanley initiated coverage on Donaldson with a new price target

      Morgan Stanley initiated coverage of Donaldson with a rating of Underweight and set a new price target of $59.00

      1/8/24 7:39:32 AM ET
      $DCI
      Pollution Control Equipment
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    • Citigroup initiated coverage on Donaldson with a new price target

      Citigroup initiated coverage of Donaldson with a rating of Neutral and set a new price target of $66.00

      6/28/23 7:34:23 AM ET
      $DCI
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