DCI

• Full-year FY2026 sales increased 5.3% to $3,885.6 million; GAAP EPS was $3.85, up 26.2%; adjusted EPS was $3.98, up 8.2%.
• Q4 gross margin expanded 180 basis points to 36.3%; operating margin was 16.7%, up 120 basis points.
• Fiscal 2027 guidance: sales growth of 5.5% to 9.5%, EPS of $4.22 to $4.38, including $0.12 dilution from Facet.
• Facet acquisition contributed about $30 million in Q4 sales; company paid down $102 million of Facet-related debt in Q4.
• Returned approximately $250 million to shareholders in FY2026 through dividends and share repurchases.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• Douglas A. Milroy notified the Board of Directors of his resignation on July 23, 2026.
• His resignation is effective July 31, 2026.
• Milroy had served on the board since 2016.

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

• GAAP diluted EPS was $1.00, compared to $0.48 in the prior year; adjusted EPS was $1.06, up 7.1% from $0.99.
• Operating margin was 15.6%, with an all-time high adjusted operating margin of 16.6%.
• The company completed the acquisition of Facet Filtration on May 4, 2026, for $829 million in cash.
• Fiscal 2026 guidance narrowed: organic sales growth of 3% to 5%, adjusted EPS of $3.94 to $4.01, and adjusted operating margin of 15.8% to 16.2%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The agreement establishes a three-year committed, unsecured, delayed draw term loan credit facility of $400 million, with no amount outstanding as of April 8, 2026.
• Borrowings may bear interest at Term SOFR or Base Rate, plus an applicable margin based on the company's debt-to-EBITDA ratio.
• The facility requires a consolidated interest coverage ratio of at least 3.5 to 1.00 and an adjusted debt-to-EBITDA ratio of no more than 3.50 to 1.00, subject to temporary increase for a Material Acquisition.
• The facility includes covenants on priority debt, liens, indebtedness, and investments, and amounts may be accelerated upon default.

1.01 Entry into a Material Definitive Agreement · 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement · 9.01 Financial Statements and Exhibits

• GAAP net earnings were $92.5 million ($0.78 diluted EPS) versus $95.9 million ($0.79 diluted EPS) in the prior year; adjusted net earnings were $97.5 million ($0.83 adjusted EPS), flat year-over-year.
• Gross margin declined to 33.5% from 35.2%, while operating margin fell to 13.2% from 14.4%; adjusted operating margin was 14.0%.
• The company announced a definitive agreement to acquire Facet for approximately $820 million in cash, expected to close in the second half of fiscal 2026.
• Fiscal 2026 guidance: adjusted EPS of $3.93-$4.01, sales growth of 1%-5%, and adjusted operating margin of 16.0%-16.4%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits

• The all-cash purchase price is $820 million, subject to customary adjustments for cash, debt, transaction expenses, and net working capital.
• The transaction is expected to close by October 31, 2026, subject to regulatory approvals and other customary closing conditions.
• Facet, a fuel and fluid filtration company with 236 employees and 2025 sales of $108 million, primarily serves aerospace, defense, and power generation markets.
• Donaldson expects the acquisition to be immediately margin accretive and EPS accretive in fiscal year 2027, with approximately 70% of Facet's sales from regulated replacement consumables.

1.01 Entry into a Material Definitive Agreement · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• Richard B. Lewis, currently COO, will become President and CEO on March 2, 2026, and join the Board.
• Tod E. Carpenter will retire as President and CEO effective March 1, 2026, and continue as Executive Chairman.
• Lewis will receive incremental equity awards with a grant date fair value of $942,500, split between PSUs and stock options.
• Carpenter's annual base salary will be reduced to $880,000 for his role as Executive Chairman, effective March 2, 2026.

5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements · 7.01 Regulation FD Disclosure · 9.01 Financial Statements and Exhibits

• GAAP net earnings were $113.9 million ($0.97 diluted EPS) versus $99.0 million ($0.81 diluted EPS) in the prior year.
• Adjusted net earnings were $110.7 million, up 9.1%, and adjusted EPS was $0.94, up 13.3%.
• Adjusted operating margin improved 60 basis points to 15.5%.
• Company raised fiscal 2026 adjusted EPS guidance to $3.95–$4.11 and adjusted operating margin to 16.2%–16.8%.

2.02 Results of Operations and Financial Condition · 9.01 Financial Statements and Exhibits