8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 24, 2024

DONALDSON COMPANY, INC.

(Exact name of registrant as specified in its charter)

1400 West 94th Street

Minneapolis, MN 55431

(Address of principal executive offices)

(952) 887-3131

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre Commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre Commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 24, 2024, Donaldson Company, Inc. issued a press release announcing the following leadership role changes effective August 1, 2024:

Andrew C. Dahlgren, currently President, Life Sciences, is appointed to President, Mobile Solutions

Richard B. Lewis, currently President, Mobile Solutions, is appointed to President, Life Sciences

Item 7.01 Regulation FD Disclosure.

A copy of the press release that discusses these matters is being furnished herewith as Exhibit 99.1.

The information in the Exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

99.1    Press Release, datedJune 24, 2024, issued by Donaldson Company, Inc.

104    Cover page interactive data file (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

Document

Exhibit 99.1

For more information, contact:

Sarika Dhadwal (952) 887-3753

Sarika.Dhadwal@Donaldson.com

Donaldson Company Announces Leadership Role Changes

MINNEAPOLIS (June 24, 2024) — Donaldson Company, Inc. (NYSE: DCI), a leading worldwide provider of innovative filtration products and solutions, today announced the following leadership role changes effective August 1, 2024:

▪Andrew Dahlgren, 53, currently President, Life Sciences is appointed President, Mobile Solutions.

▪Richard Lewis, 52, currently President, Mobile Solutions is appointed President, Life Sciences.

"As we execute on our strategic initiatives and make progress toward our fiscal 2026 financial targets and 2030 sustainability ambitions, we are taking steps to ensure Donaldson maintains leadership depth and agility across the organization," said Tod Carpenter, Chairman, President and CEO. "These changes are consistent with our organizational development goals, providing new opportunities and challenges for our people. Andy and Rich are both accomplished leaders with track records of outstanding performance who will bring well-rounded perspectives to their new roles. We are working closely together to ensure a seamless transition and I am highly confident in their abilities to lead these businesses."

Dahlgren, prior to his current role, was Vice President, Asia Pacific. He joined Donaldson in 1994 and throughout his tenure has held leadership positions including Vice President and General Manager of various business units in both Mobile and Industrial Solutions. Dahlgren holds a bachelor’s degree in mechanical engineering from the University of Minnesota Institute of Technology and an MBA from the University of Minnesota Carlson School of Business.

Lewis, prior to his current role, was Senior Vice President, Global Operations. He joined Donaldson in 2002 and throughout his tenure has held several Operations leadership positions as well as General Manager in Mobile Solutions. Lewis holds a bachelor’s degree in industrial engineering from the University of Louisville and an MBA from Indiana University.

Exhibit 99.1

About Donaldson Company

Founded in 1915, Donaldson (NYSE: DCI) is a global leader in technology-led filtration products and solutions, serving a broad range of industries and advanced markets. Diverse, skilled employees at over 140 locations on six continents partner with customers - from small business owners to R&D organizations and the world’s biggest OEM brands. Donaldson solves complex filtration challenges through three primary segments: Mobile Solutions, Industrial Solutions and Life Sciences. Additional information is available at www.Donaldson.com.