DONALDSON Co INC

The non-employee director compensation program is comprised of annual retainers, annual equity awards, Committee member retainers, and Committee chair retainers as highlighted below:

(1) The increase for the annual board retainer was effective as part of the second quarter payment in April 2026.

(2) The increase for the annual Committee Chair Retainers were effective as part of the second quarter payment in April 2026.

Annual Board Retainer

The non-employee director annual retainer is paid on a quarterly basis. All non-employee directors receive retainer payments in cash unless a director elects, prior to the year the retainer is paid, to defer all or a portion into the Non-Employee Director Plan. Our non-employee dire ctor compensation is more heavily weighted toward equity than cash. As a result, we do not believe any portion of the annual retainer needs to be automatically deferred.

New non-employee directors appointed to the Board during the fiscal year receive a prorated annual retainer based on the effective date of the director’s election to the Board.

Annual Equity Awards

Non-employee directors receive annual equity awards on the first business day following January 1 st of each year. The total equity value is divided equally between stock option and restricted stock unit awards. A new non-employee director appointed to the Board during the fiscal year receives a prorated equity value based on the number of completed months served on the Board for that year.

Stock Options

A stock option award represents 50% of each non-employee director’s total annual equity value. The number of stock options is calculated using the Black-Scholes option pricing model. Each stock option award has a ten-year term and vests over a three-year period in one-third increments beginning on the first anniversary of the grant date.

Restricted Stock Units

RSU awards represent 50% of each non-employee director’s total annual equity value. The number of RSUs is determined based on the award value divided by the closing stock price on the date of grant. Directors receive dividend equivalent units with any quarterly dividends paid on the Company's common stock. Each RSU award, together with any associated dividend equivalent units, cliff vests 100% on the first anniversary of the grant date.

Deferred Compensation

The Company sponsors a non-qualified deferred compensation plan, as part of the Non-Employee Director Plan, that permits our non-employee directors to defer their annual retainers in one or more of the following methods:

•In cash on a deferred basis (deferred cash account); or

•In Company stock on a deferred basis (deferred stock account).

Any deferred cash amount will accrue interest equal to the ten-year Treasury Bond rate. The amounts in a deferred stock account will be credited with any quarterly dividends paid in the Company’s common stock. The Company contributes shares in an amount equal to the deferred stock accounts to a trust and a director is entitled to direct the trustee to vote all shares allocated to the non-employee director’s account. The common stock will be distributed to each non-employee director following retirement from our Board pursuant to the director’s deferral payment election. The trust assets remain subject to the claims of the Company’s creditors and are governed by the terms and conditions outlined in the trust agreement.

Stock Ownership Requirement

Non-employee directors are subject to a stock ownership requirement that must be achieved within five years of their election as a director. As of the end of fiscal 2026, each non-employee director who had been a director for five years had met his or her ownership requirement. Under the requirement, non-employee directors are required to own shares of Company stock with a value of at least $450,000. Effective January 1, 2027, the stock ownership requirement for non-employee directors will increase to $475,000. For purposes of meeting the requirement, all shares of Company stock owned by the non-employee director and any in-the-money vested (unexercised) stock options less the exercise cost count as shares owned.