Material Agreement, Financial Obligation (Form 8-K)

On April 8, 2026, Donaldson Company, Inc. (the "Company") entered into a Term Loan Credit Agreement (the "Agreement"), among the Company, certain lenders from time to time party to the Agreement (the "Lenders"), and Wells Fargo Bank, National Association, as administrative agent for the Lenders. The Agreement creates a new three-year committed, unsecured, delayed draw term loan credit facility in the amount of $400 million available to the Company (the "Term Loan Facility"). No amount was outstanding under the Term Loan Facility as of April 8, 2026.

The Term Loan Facility is available in U.S. dollars. The Company may elect that the borrowing under the Term Loan Facility bear interest at different rates. Borrowings under the Term Loan Facility may be made at an interest rate per annum equal to:

The Agreement requires the Company to maintain a consolidated interest coverage ratio of not less than 3.5 to 1.00 and an adjusted debt-to-EBITDAratio of not more than 3.50 to 1.00 (subject to temporary increase in connection with a Material Acquisition (as defined in the Agreement)). If the Company is not in compliance with either of these requirements, the Lenders may terminate the commitment and/or declare any loan then outstanding to be due.

The Agreement contains certain other covenants, including a priority debt to consolidated net worth covenant and covenants relating to liens, indebtedness, and investments, among others.

Amounts due under the Agreement may be accelerated upon a Default, including a payment default, a breach of a representation or covenant or the occurrence of bankruptcy, among others, if not otherwise waived or cured.

Wells Fargo Bank, National Association and U.S. Bank National Association, as joint lead arrangers, and certain other lenders have provided, from time to time, and may continue to provide, commercial banking, lending, investment, institutional trust, foreign exchange and other services to the Company, including letters of credit, depository and account processing services, for which the Company has paid and intends to pay customary fees.

The foregoing description of the Agreement is not complete and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-Kand is incorporated herein by reference.

As described under Item 1.01 of this Current Report on Form 8-K,on April 8, 2026, the Company entered into a three-year committed, unsecured, delayed draw term loan credit facility in the amount of $400 million. No amount was outstanding under the facility as of April 8, 2026. The information provided in Item 1.01 of this Current Report on Form 8-Kis incorporated herein by reference.