Every material Form 8-K Donaldson has filed with the SEC since October 29, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Donaldson Company, Inc. entered into a Note Purchase Agreement on October 27, 2026, allowing it to issue up to $1.5 billion of senior unsecured notes in private placements. An initial $250 million series of notes, with maturities from 2032 to 2037 and fixed rates from 5.93% to 6.23%, is expected to be issued on January 12, 2027, subject to closing conditions.
Agreement permits up to $1,500,000,000 aggregate principal of senior unsecured notes in one or more series
Initial Series 2026-A notes total $250 million: $125 million at 5.93% due 2032, $75 million at 6.10% due 2034, $50 million at 6.23% due 2037
Notes expected to be issued January 12, 2027, subject to closing conditions
Agreement includes debt to EBITDA and priority debt covenants, and requires an offer to prepay notes upon a change in control
Donaldson reported record fourth-quarter fiscal 2026 sales of $1.1 billion, up 8.0%, and GAAP diluted EPS of $1.10, up 13.4%. For fiscal 2027 it forecasts sales growth of 5.5% to 9.5% and EPS of $4.22 to $4.38, compared with fiscal 2026 GAAP EPS of $3.85, reflecting dilution from the Facet acquisition.
Q4 fiscal 2026 sales $1,058.8 million, up 8.0%; GAAP diluted EPS $1.10 versus $0.97; adjusted EPS $1.15 versus $1.03
Full-year fiscal 2026 sales $3.9 billion, up 5.3%; GAAP EPS $3.85, up 26.2%; adjusted EPS $3.98, up 8.2%
Fiscal 2027 guidance: EPS $4.22 to $4.38, including about $0.12 of dilution from Facet; operating margin 16.6% to 17.2%
Full-year fiscal 2026 cash used in acquisitions was $822.6 million, and long-term debt rose to $1,280.0 million from $630.4 million
Donaldson Company notified its Board on July 23, 2026 that director Douglas A. Milroy will resign effective July 31, 2026. Mr. Milroy has served on the Board since 2016. The filing does not give a reason for the resignation or name a replacement.
Douglas A. Milroy notified the Board of his decision to resign on July 23, 2026
Resignation takes effect July 31, 2026
Mr. Milroy has served on the Board since 2016
The filing does not name a successor or state a reason for the departure
Donaldson reported third quarter fiscal 2026 net sales of $995.1 million, up 5.8%, and GAAP diluted EPS of $1.00 versus $0.48 a year earlier. Adjusted diluted EPS rose 7.1% to $1.06, and the company narrowed its fiscal 2026 guidance, raising its organic sales outlook while lowering its adjusted operating margin range.
Net sales of $995.1 million, up 5.8%; Mobile Solutions sales rose 8.1% and Life Sciences rose 12.7%
GAAP diluted EPS of $1.00 versus $0.48; adjusted diluted EPS of $1.06 versus $0.99
Closed the Facet Filtration acquisition on May 4, 2026, in an all-cash transaction of $829 million
Fiscal 2026 adjusted operating margin guidance lowered to 15.8% to 16.2% from 16.0% to 16.4%; organic sales growth guidance raised to 3% to 5% from 1% to 5%
Donaldson Company entered a Term Loan Credit Agreement on April 8, 2026, creating a committed, unsecured, three-year delayed draw facility of $400 million with Wells Fargo as administrative agent. No amount was outstanding under the facility as of April 8, 2026. The agreement sets interest-coverage and debt-to-EBITDA covenants that lenders could enforce by ending commitments or accelerating loans.
Facility size: $400 million, committed, unsecured, three-year term
Agreement dated April 8, 2026; Wells Fargo Bank, National Association is administrative agent
No borrowings outstanding as of April 8, 2026
Covenants require interest coverage of at least 3.5 to 1.00 and adjusted debt-to-EBITDA of no more than 3.50 to 1.00
Donaldson reported second quarter fiscal 2026 results for the quarter ended January 31, 2026. Net sales rose 3.0% to $896.3 million, but GAAP net earnings fell 3.6% to $92.5 million and diluted EPS slipped to $0.78 from $0.79. The company lowered its adjusted fiscal 2026 EPS range and adjusted operating margin guidance, and agreed to acquire Facet for approximately $820 million in cash, expected to close in the second half of fiscal 2026.
Q2 net sales of $896.3 million, up 3.0%; GAAP net earnings of $92.5 million versus $95.9 million a year ago
Adjusted diluted EPS of $0.83, flat versus the prior year quarter
Adjusted fiscal 2026 EPS guidance narrowed to $3.93 to $4.01 from $3.95 to $4.11; adjusted operating margin guidance lowered to 16.0% to 16.4% from 16.2% to 16.8%
All-cash agreement to acquire Facet for approximately $820 million, expected to close in the second half of fiscal 2026
Donaldson agreed on January 31, 2026, to buy Facet, a fuel and fluid filtration business, for $820 million in cash, subject to customary price adjustments. The company plans to fund the deal with cash on hand and new debt, and says the acquisition will be immediately margin accretive and EPS accretive in fiscal 2027. Closing depends on regulatory approvals, and the deal can be terminated if it is not completed by October 31, 2026.
Purchase price is $820 million in cash, subject to adjustments for Facet's cash, debt, transaction expenses and net working capital
Facet had calendar 2025 sales of $108 million and 236 employees across the US and Europe
Approximately 70% of Facet's sales come from consumables with regulated replacement cycles
Closing requires expiration or termination of the Hart-Scott-Rodino waiting period and other customary conditions; outside date is October 31, 2026, extendable by up to six months
Donaldson said COO Richard Lewis will become president and chief executive officer on March 2, 2026, and join the Board of Directors on the same date. Tod Carpenter, who gave notice of retirement on January 28, 2026, will remain as Executive Chairman, which the company says is to facilitate a smooth transition. The change is a planned leadership succession, and the filing gives no change to financial results or guidance.
Richard Lewis, 54, joined Donaldson in 2002 and has served as COO since August 1, 2025
Carpenter's retirement as CEO takes effect at the end of the day on March 1, 2026, and his base salary falls to $880,000 as Executive Chairman
Lewis's base salary rises to $1,088,000 with a cash incentive target of 110% of base salary for the rest of fiscal 2026
Lewis receives incremental equity awards with an aggregate grant date fair value of $942,500
Donaldson reported first quarter fiscal 2026 results for the quarter ended October 31, 2025, with sales up 3.9% to $935.4 million and GAAP net earnings of $113.9 million, up 15.1% from a year earlier. The company raised its fiscal 2026 adjusted EPS and adjusted operating margin guidance, which points to improved earnings expectations for shareholders.
Net sales were $935.4 million, up 3.9%, with Mobile Solutions up 4.5% and On-Road down 27.1%.
GAAP diluted EPS was $0.97 versus $0.81; adjusted diluted EPS was $0.94, up 13.3%.
Fiscal 2026 adjusted EPS guidance was raised to $3.95 to $4.11 from $3.92 to $4.08.
Operating margin was 16.0% versus 14.5%; adjusted operating margin was 15.5%, and fiscal 2026 adjusted operating margin guidance rose to 16.2% to 16.8%.
Donaldson reported fiscal fourth-quarter 2025 sales of $980.7 million, up 4.8%, and GAAP EPS of $0.97, up 7.8%. For the full year, sales rose 2.9% to $3.7 billion, but GAAP EPS fell 9.8% to $3.05, and the company recorded a $62.0 million impairment charge. The company forecast fiscal 2026 EPS of $3.92 to $4.08 and sales growth of 1% to 5%.
Q4 sales $980.7 million, up 4.8%; GAAP EPS $0.97, up 7.8%; adjusted EPS $1.03, up 9.6%
Full-year sales $3.7 billion, up 2.9%; GAAP EPS $3.05, down 9.8%; adjusted EPS $3.68, up 7.6%
Fiscal 2026 EPS forecast $3.92 to $4.08; sales projected to rise 1% to 5%, or $3.8 billion at the midpoint
About $465 million returned to shareholders in fiscal 2025 through share repurchases and dividends
Donaldson Company entered a Second Amendment to its Credit Agreement on June 12, 2025, extending the revolving credit facility's maturity to June 12, 2030 and raising its revolving credit limit to $600 million. A new $200 million term loan was fully advanced on the closing date and matures June 12, 2028. The filing describes the financing terms without reporting any change in operating results.
Revolving credit limit raised from $500 million to $600 million; maturity extended from May 21, 2026 to June 12, 2030.
New $200 million term loan facility, maturing June 12, 2028, was fully advanced at closing.
As of June 12, 2025, about $60 million was outstanding under the revolver and $200 million under the term loan.
Incremental credit facility option increased from $250 million to $350 million.
Donaldson reported fiscal third-quarter 2025 results for the quarter ended April 30, 2025, with net sales up 1.3% to $940.1 million and GAAP net earnings down 49.1% to $57.8 million after a $62.0 million impairment of intangible assets. Adjusted diluted EPS rose 7.6% to $0.99, and the company narrowed its fiscal 2025 adjusted EPS guidance to $3.64 to $3.70, with the midpoint $0.03 above prior guidance. The company also named Richard B. Lewis as chief operating officer, effective August 1, 2025.
Net sales were $940.1 million, up 1.3%; GAAP diluted EPS was $0.48 versus $0.92 a year earlier.
The $62.0 million impairment includes $46.6 million for Univercells Technologies and $15.4 million for Solaris.
Adjusted diluted EPS was $0.99, up 7.6%; fiscal 2025 adjusted EPS guidance is $3.64 to $3.70.
Richard B. Lewis, currently president of Life Sciences, becomes COO on August 1, 2025, with fiscal 2026 base salary set at $750,000.
Thomas R. Scalf, President, Enterprise Operations and Supply Chain, notified Donaldson of his decision to retire effective at the close of business on August 1, 2025. He will provide consulting services through December 31, 2025, to support a transition of his responsibilities, and the filing says the arrangement is intended to facilitate a smooth handover.
Thomas R. Scalf, President, Enterprise Operations and Supply Chain, to retire effective August 1, 2025
Consulting Agreement dated May 14, 2025, runs through December 31, 2025
Scalf will receive $40,000 per month for the five-month consulting period
Donaldson reported fiscal second quarter 2025 results for the quarter ended January 31, 2025, with net sales of $870.0 million, down 0.8% from a year earlier, and GAAP diluted EPS of $0.79 versus $0.81. Adjusted diluted EPS rose to $0.83 from $0.81, and the company narrowed its fiscal 2025 adjusted EPS guidance to $3.60 to $3.68 while raising its adjusted operating margin outlook to 15.6% to 16.0%, so shareholders see mixed headline results with improved adjusted profitability.
Net sales were $870.0 million, down 0.8% year over year and up 0.9% in constant currency; Aftermarket sales rose 4.0% while On-Road sales fell 24.4%.
GAAP diluted EPS was $0.79 versus $0.81 a year ago; adjusted diluted EPS was $0.83, excluding $2.2 million of restructuring charges and $4.4 million of business development charges.
Fiscal 2025 adjusted EPS guidance was narrowed to $3.60 to $3.68, with the midpoint consistent with prior guidance.
Adjusted operating margin guidance was raised to 15.6% to 16.0%, up from 15.3% to 15.9%.
Donaldson reported first-quarter fiscal 2025 results for the quarter ended October 31, 2024, with net sales of $900.1 million, up 6.4% from a year earlier, and GAAP net earnings of $99.0 million, up from $92.1 million. The company reaffirmed its fiscal 2025 adjusted EPS forecast of $3.56 to $3.72, which shareholders may watch as an indicator of full-year profit expectations.
Net sales were $900.1 million, up 6.4% from $846.3 million, mainly from volume growth in all segments.
GAAP diluted EPS was $0.81 versus $0.75; adjusted diluted EPS was $0.83, excluding $3.3 million of pre-tax restructuring and other charges.
Fiscal 2025 adjusted EPS guidance of $3.56 to $3.72 was reaffirmed, consistent with previous guidance.
Free cash flow was $47.9 million versus $114.8 million a year earlier, and operating cash flow was $72.9 million versus $138.0 million.
Donaldson Company appointed Brad Pogalz, currently Vice President Finance – Global FP&A, EMEA Finance, as Chief Financial Officer effective November 1, 2024. He succeeds Scott Robinson, who gave notice of retirement on October 25, 2024, and will leave the CFO role after October 31, 2024 and retire December 6, 2024. The filing does not include financial results, so the change is a leadership transition rather than a change in reported performance.
Brad Pogalz, age 49, becomes CFO effective November 1, 2024; he has been with the company in finance roles since March 2015.
Pogalz's base salary will be $500,000, with a 60% annual cash incentive target as a percentage of base salary.
Scott Robinson resigns as CFO effective at the close of business on October 31, 2024, and retires December 6, 2024, keeping his $625,000 base salary during the transition.
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