DONALDSON Co INC

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. In addition to the risk factor below, 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.

Facet Filtration Acquisition - we could be subject to new risks, known and unknown, relating to the Facet acquisition.

We may experience risks, losses and damages associated with the Facet acquisition. The risks we could face include the following:

•The Facet acquisition integration activities may involve complex operational, financial, and cultural alignment efforts. If management is unable to effectively balance integration activities with ongoing business needs, we may experience increased operating costs, reduced financial performance, or disruptions to our day‑to‑day operations. Any of these outcomes could materially and adversely affect our business, financial condition, or results of operations.

•The Facet acquisition involves the inherent risk of liabilities, and these liabilities may prove more costly or produce more adverse effects than we anticipate, such as actual or potential litigation and regulatory matters. In addition, in the course of the due diligence review of Facet, we may not have discovered, or may have been unable to quantify, undisclosed liabilities of Facet, and we may not be indemnified or have insurance for any of these liabilities. Any such liabilities could have an adverse effect on our business, results of operations, financial condition and cash flows following the completion of the Facet acquisition.

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 January 31, 2026 was as follows:

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 4.5 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 January 31, 2026. 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.