DONALDSON Co INC
For the period ended Oct 31, 2025. Filed Dec 4, 2025.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Oct 31, 2025 · Filed Dec 4, 2025
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Item 1A. Risk Factors
There are inherent risks and uncertainties associated with the Company’s global operations that involve the manufacturing and sale of products for highly demanding customer applications throughout the world. These risks and uncertainties could adversely affect the Company’s business, reputation, financial condition or results of operations. The “Risk Factors” section in the Company’s Annual Report on Form 10-K for the fiscal year ended July 31, 2025 outlines the risks and uncertainties the Company believes are the most material to its business.
Repurchases of Equity Securities
Information in connection with purchases made by, or on behalf of, the Company or any affiliated purchaser of the Company, of shares of the Company’s common stock during the three months ended October 31, 2025 was as follows:
| Period | Total Numberof SharesPurchased | Average PricePaid per Share | Total Numberof SharesPurchased asPart of PubliclyAnnounced Plansor Programs | MaximumNumberof Sharesthat May YetBe PurchasedUnder the Plansor Programs |
|---|---|---|---|---|
| August 1 - August 31, 2025 | 540,000 | $73.61 | 540,000 | 5,330,675 |
| September 1 - September 30, 2025 | 225,000 | 80.84 | 225,000 | 5,105,675 |
| October 1 - October 31, 2025 | 409,605 | 82.74 | 405,000 | 4,700,675 |
| Total | 1,174,605 | $78.18 | 1,170,000 | 4,700,675 |
In November 2023, the Board of Directors authorized the repurchase of up to 12.0 million shares of the Company’s common stock under the Company’s stock repurchase plan. This repurchase authorization is effective until terminated by the Board of Directors. The Company has remaining authorization to repurchase 4.7 million shares under this plan. There were no repurchases of common stock made outside of the Company’s current repurchase authorization during the three months ended October 31, 2025. The “Total Number of Shares Purchased” column of the table above includes 4,605 shares of previously owned shares tendered by option holders in payment of the exercise price of options during the three months ended October 31, 2025. While not considered repurchases of shares, the Company does at times withhold shares that would otherwise be issued under stock-based awards to cover the withholding of taxes due as a result of exercising stock options or payment of stock-based awards.
Not applicable.
Not applicable.
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