DCI

EX-99.1

2 a991pr20260430.htm

EX-99.1

Document

Exhibit 99.1

Donaldson Reports Record Third Quarter Fiscal 2026 Sales and Earnings

Third quarter sales of $995.1 million, up 5.8%

Operating margin of 15.6%; All-time high adjusted operating margin of 16.6%

GAAP EPS of $1.00; Adjusted EPS of $1.06, up 7.1%

Closed margin-accretive Facet acquisition, enhancing Industrial Solutions product portfolio

Narrowing fiscal 2026 guidance, including record sales, adjusted operating margin and adjusted EPS

MINNEAPOLIS (June 2, 2026) — Donaldson Company, Inc. (NYSE: DCI) (Donaldson or the Company), a global leader in technology-led filtration products and solutions, today reported third quarter fiscal 2026 generally accepted accounting principles (GAAP) net earnings of $118.1 million, compared with $57.8 million a year ago. Earnings per share (EPS)1 were $1.00 compared with third quarter fiscal 2025 EPS of $0.48. Third quarter fiscal 2026 results include $9.8 million of pre-tax, non-recurring net charges versus $65.8 million in the prior year. Excluding these items, adjusted third quarter results2,3 reflect net earnings of $125.5 million compared with $118.9 million in fiscal 2025, and EPS of $1.06 versus $0.99 a year ago.

“Third quarter results marked a significant sequential step-up in performance, including all-time high sales, adjusted operating margin and adjusted earnings.” said Rich Lewis, president and chief executive officer. “Strong performance in our Mobile and Life Sciences segments more than offset near-term operating headwinds in the Industrial segment, demonstrating the benefit of our diversified portfolio of businesses.

“As we work towards a strong finish to fiscal 2026, including another step-up in operating margin in the fourth quarter, our focus remains on delivering for our customers and thoughtfully investing to increase our scale while generating profitable growth. Our heightened backlogs, driven by robust order volume, combined with focused execution and expense discipline, give us confidence in delivering full-year record sales, adjusted operating margin and adjusted earnings, proving yet again, the strength of Donaldson Company.”

1 All EPS figures refer to diluted EPS.

2 Adjusted third quarter fiscal 2026 results exclude pre-tax charges of $9.0 million for restructuring and other, and $0.8 million of business development charges. Adjusted third quarter fiscal 2025 results exclude pre-tax charges of $4.2 million for restructuring and other, $0.8 million of business development charges, $62.0 million for the impairment of intangible assets, and a $1.2 million gain on the sale of fixed assets.

3 Adjusted figures are non-GAAP financial measures that excludes the impact of certain items not related to ongoing operations. The tables attached to this press release include a reconciliation of GAAP to non-GAAP measures.

Donaldson Company Reports Fiscal Third Quarter 2026 Earnings - Page 2 of 5

Third Quarter Operating Results

Sales of $995.1 million increased 5.8% compared with 2025 driven by favorable foreign currency translation, net pricing benefits and higher volume.

Three Months EndedNine Months Ended

April 30, 2026April 30, 2026

Reported % ChangeConstant Currency % ChangeReported % ChangeConstant Currency % Change

Mobile Solutions segment

Off-Road8.8 %6.3 %7.6 %5.1 %

On-Road5.2 3.8 (11.4)(12.7)

Aftermarket8.1 5.2 5.3 3.0

Total Mobile Solutions segment8.1 5.3 4.8 2.5

Industrial Solutions segment

Industrial Filtration Solutions2.3 0.2 3.6 1.6

Aerospace and Defense(13.5)(15.0)(13.4)(15.2)

Total Industrial Solutions segment(0.6)(2.6)0.6 (1.4)

Life Sciences segment

Total Life Sciences segment12.7 7.9 14.0 9.2

Total Company5.8 %3.1 %4.3 %1.9 %

Mobile Solutions segment (Mobile) sales increased 8.1% as a result of higher volumes, favorable currency translation, and net pricing benefits. Off-Road sales increased 8.8% due to improving end-market conditions, particularly in Construction. On-Road sales rose 5.2% from increased truck production, primarily in EMEA. Aftermarket sales increased 8.1% with growth in all regions and in both the OE and independent channel, including a double-digit increase in the independent channel.

Industrial Solutions segment (Industrial) sales declined 0.6% versus prior year as lower volumes more than offset net pricing benefits and favorable currency translation. Industrial Filtration Solutions (IFS) sales increased 2.3%, driven by net pricing benefits and ongoing strength in Power Generation new equipment sales, partially offset by volume declines in Industrial Gases and dust collection. Aerospace and Defense sales decreased 13.5% due to weaker new equipment sales, driven by ongoing supply chain constraints and project timing.

Life Sciences segment (Life Sciences) sales increased 12.7% from new equipment volume growth in Food and Beverage and Disk Drive.

Donaldson Company Reports Fiscal Third Quarter 2026 Earnings - Page 3 of 5

Gross margin was 33.5%

dci-202602260000029644false00000296442026-02-262026-02-26

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): February 26, 2026

DONALDSON COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware1-789141-0222640 (State of Incorporation)(Commission file number)(I.R.S. Employer Identification Number)

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: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $5.00 par valueDCINew York Stock Exchange

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 2.02. Results of Operations and Financial Condition. On February 26, 2026, Donaldson Company, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended January 31, 2026. A copy of the press release is furnished herewith as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release dated February 26, 2026 announcing results of operations for the quarter ended January 31, 2026 of Donaldson Company, Inc.

104Cover 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.

DONALDSON COMPANY, INC.

Date:February 26, 2026 By:  /s/ Amy C. Becker Amy C. Becker Chief Legal Officer and Corporate Secretary

dci-202512040000029644false00000296442025-12-042025-12-04

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): December 4, 2025

DONALDSON COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware1-789141-0222640 (State of Incorporation)(Commission file number)(I.R.S. Employer Identification Number)

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: Title of each classTrading Symbol(s)Name of each exchange on which registered Common Stock, $5.00 par valueDCINew York Stock Exchange

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 2.02. Results of Operations and Financial Condition. On December 4, 2025, Donaldson Company, Inc. (the “Company”) issued a press release announcing its results of operations for the quarter ended October 31, 2025. A copy of the press release is furnished herewith as Exhibit 99.1. Item 9.01. Financial Statements and Exhibits. (d) Exhibits. 99.1 Press Release dated December 4, 2025 announcing results of operations for the quarter ended October 31, 2025 of Donaldson Company, Inc.

104Cover 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.

DONALDSON COMPANY, INC.

Date:December 4, 2025 By:  /s/ Amy C. Becker Amy C. Becker Chief Legal Officer and Corporate Secretary