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

On January 25, 2023, the Human Resources Committee (the "Committee") of the Board of Directors of Donaldson Company, Inc. (the "Company") adopted a Management Change in Control Severance Plan (the "Plan"), in which all executive officers of the Company are participants. The Plan provides certain benefits to the Company's executive officers in the event of a "double trigger" involving a change in control with a qualifying termination of employment that are substantially the same as the benefits currently provided to executive officers under individual agreements. The Plan primarily changes the form of the arrangement from individual agreements to a plan document covering all the participants. Executive officers currently parties to individual agreements will be eligible under the new Plan when their current agreements expire or are otherwise replaced by the Plan.

The Plan provides two levels of benefits (instead of three under the agreements) to reflect the Company's current management structure. As under the current agreements, the Plan provides for a lump sum cash payment in the event of a qualifying termination of employment in connection with a change in control equal to two times (or, three times for the CEO) the sum of base salary and target annual incentive. In addition, the Plan provides for the same pension benefit service accrual; continued medical, dental, vision, life, disability and accident benefits; and outplacement services, as provided under the current agreements, which generally provide for up to three years of coverage. The Plan adds, as a condition to receive of benefits under the Plan, a requirement for the executive officer to execute a release in favor of the Company. As under the current agreements, the benefits under the Plan are subject to the same reduction to the maximum amount that can be paid without triggering an excise tax liability if the net amount of the reduced payments is greater than the net amount of payments without the reduction. The definition of change in control under the Plan aligns with the definition in the Company's shareholder-approved equity compensation plan. The Plan is filed as Exhibit 10.1 to this report.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits

10.1 Management Change in Control Severance Plan.

104 Cover page interactive data file (formatted as inline XBRL).

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