Dover

2025 Annual Report

About Dover
Dover is a diversified global manufacturer and solutions provider with annual revenue of over $8 billion. We deliver innovative
equipment and components, consumable supplies, aftermarket parts, software and digital solutions, and support services
through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process
Solutions and Climate & Sustainability Technologies. Dover combines global scale with operational agility to lead the markets
we serve. Recognized for our entrepreneurial approach for over 70 years, our team of approximately 24,000 employees takes an
ownership mindset, collaborating with customers to redefine what’s possible. Headquartered in Downers Grove, Illinois, Dover
trades on the New York Stock Exchange under “DOV.” Additional information is available at dovercorporation.com.
(dollars in thousands, except per share figures)
2025
2024
2023
Revenue
$ 8,092,571
$ 7,745,909
$ 7,684,476
Earnings before taxes
$ 1,374,252
$ 1,757,016
$ 1,123,000
Earnings from continuing operations
$
1,097,429
$ 1,399,968
$
943,864
Earnings per diluted share from continuing operations
$
7.97
$
10.09
$
6.71
Adjusted earnings from continuing operations(1)
$ 1,324,486
$ 1,150,250
$ 1,118,051
Adjusted earnings per diluted share from continuing operations(1) $
9.61
$
8.29
$
7.95
Dividends per common share
$
2.07
$
2.05
$
2.03
Capital expenditures
$
220,263
$
167,533
$
183,406
Acquisitions (net assets acquired)
$
663,270
$
635,269
$
533,623
Cash flows from operations
$ 1,338,005
$ 1,087,833
$ 1,219,546
Return on average equity (2)
15.3%
23.2%
20.1%
Adjusted return on average equity (2)
18.4%
19.1%
23.8%
Financial Highlights
* The items herein, unless otherwise noted, relate solely to our continuing operations.
(1) Earnings from continuing operations are adjusted by the effect of purchase accounting expenses, restructuring and other costs (benefits), disposition cost, and
gain/loss on dispositions, to derive 1) adjusted earnings from continuing operations and 2) adjusted earnings per diluted share from continuing operations (both
non-GAAP measures).
(2) Return on average equity is calculated by dividing earnings from continuing operations by average stockholders’ equity (the sum of the stockholders’ equity
at the beginning and end of the year, divided by 2). Adjusted return on average equity (a non-GAAP measure) is calculated by dividing adjusted earnings from
continuing operations by average stockholders’ equity (the sum of the stockholders’ equity at the beginning and end of the year, divided by 2).
(3) Free cash flow (a non-GAAP measure) represents net cash provided by operating activities minus capital expenditures.
Forward-Looking Statements and Non-GAAP Measures:
This Annual Report contains forward-looking statements that are inherently subject to uncertainties and risks. We caution investors to be guided in their analysis
of Dover by referring to the documents we file with the SEC, including our Form 10-K for 2025, for a list of factors that could cause our results to differ from those
anticipated in any such forward-looking statements.
This Annual Report contains non-GAAP financial information. Reconciliations of non-GAAP measures are included in this report or are available on the Investor
Relations section of our website under Annual Reports.
0
2,000
4,000
6,000
$8,000
0
375
750
1,125
$1,500
2023
2024
2025
2023
2024
2025
Revenue (Left Axis)
Adjusted Earnings (Right Axis)
Revenue & Adjusted Earnings(1)
($ in millions)
Adjusted EPS(1)
0
2.50
5.00
7.50
$10.00
Free Cash Flow(3)
($ in millions)
Free Cash Flow (Left Axis)
Free Cash Flow as a % of
Revenue (Right Axis)
0
300
600
900
$1,200
0
4
8
12
16%
2023
2024
2025

A Message from the Chairman,
President and Chief Executive Officer
Dear Fellow Shareholders,
In a year defined by shifting macroeconomic
conditions, 2025 demonstrated meaningful progress
for Dover, reflecting our entire team’s focus on
disciplined execution and the benefit of our resilient
operating model. We delivered strong financial
performance despite uneven demand function
dynamics, while continuing to invest behind growth
and productivity. Additionally, we continued to
strengthen the portfolio by repositioning toward
higher-growth, higher-return platforms, consistent
with our long-term objectives.
In 2025, Dover delivered $8.1 billion in revenue and
$1.1 billion in earnings from continuing operations.
We generated $1.1 billion in free cash flow, while
investing $220 million in capital expenditures,
$165 million in research and development, and
approximately $665 million toward acquisitions in
high-priority end markets. In addition to investing
behind growth and productivity in the business,
we continued our track record of returning capital
to our shareholders through dividends — our
70th consecutive year of doing so — and share
repurchases. In total, Dover undertook returning
approximately $824 million to shareholders in
2025. We entered 2026 in a position of strength,
with accelerating demand trends and carryforward
benefits from cost structure initiatives undertaken
in 2025.
Segment Results
Engineered Products delivered approximately $1.1
billion in revenue at a segment earnings margin of
20% for 2025. Through disciplined cost management
and strong operational execution, we were able to
deliver margin expansion in the segment despite
challenging demand trends in our vehicle services
business. We expect demand in this segment
to improve in 2026 as our Aerospace & Defense
components business experiences increased
demand tied to electronic warfare and signal
intelligence solutions, and our vehicle aftermarket
business experiences a stabilization in order trends.
Clean Energy & Fueling delivered $2.1 billion in
revenue at a segment earnings margin of 19.6%
for 2025. The outlook for fluid transport and clean
energy components remains strong, with particularly
robust demand expected in cryogenic and industrial
gas applications. Customer capital deployment in
above and below-ground retail fueling is expected
to be a catalyst for growth in 2026, and we expect
margins to continue to expand, driven by volume
leverage on growth and the realization of benefits
from structural cost actions and acquisition
integration activities.
Imaging & Identification delivered $1.2 billion in
revenue at a segment earnings margin of 26.8% for
2025. The segment remains one of Dover’s most
durable and consistently profitable platforms, and
we expect it to maintain a steady growth trajectory
in 2026, supported by a significant recurring revenue
base and resilient underlying demand trends. We saw
an improvement in marking and coding equipment
shipments during 2025, expanding the segment’s
global installed base, positioning it for aftermarket
revenue growth by capitalizing on recurring revenue
attachment.
Pumps & Process Solutions delivered $2.1 billion
in revenue at a segment earnings margin of
30.3% for 2025. This performance underscored
the strength of the platform and robust demand
trends tied to broader artificial intelligence and
energy infrastructure investments across the global
economy. We are particularly pleased by the strong
demand for thermal connectors for liquid cooling of
data centers, precision components supporting the
natural gas infrastructure, and SIKORA’s inspection
systems for high-voltage cable applications
supporting investments in electrification. Single-
use biopharma demand remains healthy, driven by
growth in biologics production and the continued
shift toward single-use manufacturing. We expect
sustained momentum for this business in 2026.

Climate & Sustainability Technologies delivered
$1.6 billion in revenue at a segment earnings margin
of 17.0% for 2025. The segment saw a favorable
inflection in order rates in the second half of 2025,
which we expect to drive a constructive demand
outlook for 2026. CO₂ refrigeration systems continue
to grow at a double-digit pace, and we are seeing a
recovery in demand for refrigerated door cases and
engineering services as national retailers resume
maintenance and capital spending to upgrade
their retail footprint. Demand for brazed plate
heat exchangers is growing across geographies,
particularly in North America, where demand for
liquid cooling applications in data centers has
accelerated significantly.
Capital Allocation and Portfolio Discipline
Prudent capital allocation remains central to
Dover’s growth through strategic acquisitions. In
2025, we completed four strategic acquisitions in
highly attractive growth markets across our Pumps
& Process Solutions and Clean Energy & Fueling
segments. These businesses provide scale in high-
priority segments and strengthen our exposure to
key end markets. Importantly, approximately 20%
of our portfolio now participates directly in end
markets experiencing notable secular growth trends,
including data center liquid cooling, electrification,
clean energy components, single-use biopharma,
and CO₂ refrigeration. These platforms carry higher
structural margins, improving the overall quality of
our portfolio.
Our margin expansion in 2025 reflects several years
of disciplined portfolio management and deliberate
cost actions. We continued executing behind
automation, fixed-cost reduction, and footprint
optimization initiatives throughout our business. We
are carrying a significant restructuring benefit into
2026 from projects already underway that have been
carefully designed to permanently improve structural
costs, which in turn improve incremental margin
performance. Looking ahead, we are continuing to
scale our enterprise capabilities, including digital
infrastructure, back-office shared services, and
operational excellence programs, reinforcing margin
durability across cycles.
Lead Independent Director Update
Dover’s Board of Directors appointed Keith Wandell
as its Lead Independent Director in connection with
our 2025 Annual Meeting of Shareholders in May.
Keith is a valued member of Dover’s Board and
brings deep leadership experience and perspective
to the role. Keith succeeds Michael Johnston,
who retired from Dover’s Board after 12 years of
dedicated service – I want to thank Michael for his
contributions and commitment to Dover during his
tenure.
In Closing
Dover has undergone a significant transformation
over the past few years. We have delivered strong
financial results, while upgrading our portfolio,
investing behind our growth platforms, and
strengthening our balance sheet. Demand trends are
solid as we enter 2026, and we are well positioned to
capture upside opportunities in an evolving market
environment. On behalf of the Board of Directors,
I want to recognize our employees for their strong
execution and thank our shareholders for their
ongoing support of Dover. We are confident that
Dover will continue to create long term value.
Sincerely,
Richard J. Tobin
Chairman, President and Chief Executive Officer
March 24, 2026

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For fiscal year ended December 31, 2025
Commission File Number: 1-4018
Dover Corporation
(Exact name of registrant as specified in its charter)
Delaware
53-0257888
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
3005 Highland Parkway
Downers Grove, Illinois 60515
(Address of principal executive offices)
Registrant's telephone number: (630) 541-1540
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol(s)
Name of Each Exchange on Which Registered
Common Stock, par value $1
DOV
New York Stock Exchange
1.250% Notes due 2026
DOV 26
New York Stock Exchange
0.750% Notes due 2027
DOV 27
New York Stock Exchange
3.500% Notes due 2033
DOV 33
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes þ
No o
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o
No þ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes þ
No o
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to
Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files.) Yes þ
No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting, or
an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and
"emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
☑
Accelerated filer o
Non-accelerated filer o
Smaller reporting company
☐
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 o
1

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its
internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report. Yes ☑
No o
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements
of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
o
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐
No ☑
The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant as of the close of business
on June 30, 2025 was $25,034,983,332. The registrant's closing price as reported on the New York Stock Exchange-Composite
Transactions for June 30, 2025 (the last trading day in June) was $183.23 per share. The number of outstanding shares of the registrant's
common stock as of February 2, 2026 was 134,866,626.
Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held
on May 8, 2026 (the "2026 Proxy Statement").
2

Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K, especially "Management's Discussion and Analysis of Financial Condition and Results of
Operations," contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of
1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be
deemed, "forward-looking" statements. Some of these statements may be indicated by words such as "may", "anticipate",
"expect", "believe", "intend", "continue", "guidance", "estimates", "suggest", "will", "plan", "should", "would", "could",
"forecast" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are
based on current expectations and are subject to numerous important risks, uncertainties, and assumptions, including those
described in Item 1A, "Risk Factors" in this Annual Report on Form 10-K. Factors that could cause actual results to differ
materially from current expectations include, among other things: general economic conditions and conditions in the
particular markets in which we operate; supply chain constraints and labor shortages that could result in production
stoppages, inflation in material input costs and freight logistics; the impacts of natural or human-induced disasters, acts of
war, terrorism, international conflicts, and public health crises or other future pandemics on the global economy and on our
customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive
factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law,
including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete
acquisitions and integrate and realize synergies from newly acquired businesses; acquisition valuation levels; the impact of
interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with
respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our
ability to effectively deploy capital resulting from dispositions; our ability to derive expected benefits from restructurings,
productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with
respect to product quality and safety, cybersecurity and privacy; and our ability to capture and protect intellectual property
rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and
Exchange Commission. The Company undertakes no obligation to publicly update any forward-looking statement, whether as
a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers
are cautioned not to place undue reliance on such forward-looking statements.
In this Annual Report on Form 10-K, we refer to measures used by management to evaluate performance, including a number
of financial measures that are not defined under accounting principles generally accepted in the United States of America
("GAAP"). We include reconciliations to provide more details on the use and derivation of these financial measures. Please
see "Non-GAAP Disclosures" at the end of Item 7 for further detail.
3

TABLE OF CONTENTS
PART I
Item 1.
Business
5
Item 1A.
Risk Factors
18
Item 1B.
Unresolved Staff Comments
24
Item 1C.
Cybersecurity
24
Item 2.
Properties
26
Item 3.
Legal Proceedings
26
Item 4.
Mine Safety Disclosures
26
Information About Our Executive Officers
27
PART II
Item 5.
Market for Registrant's Common Equity, Related Shareholder Matters and Issuer Purchases of
Equity Securities
28
Item 6.
[Reserved]
29
Item 7.
Management's Discussion and Analysis of Financial Condition and Results of Operations
30
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
49
Item 8.
Financial Statements and Supplementary Data
50
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
103
Item 9A.
Controls and Procedures
103
Item 9B.
Other Information
104
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
104
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
105
Item 11.
Executive Compensation
105
Item 12.
Security Ownership of certain Beneficial Owners and Management and Related Shareholder
Matters
106
Item 13.
Certain Relationships and Related Transactions and Director Independence
107
Item 14.
Principal Accountant Fees and Services
107
PART IV
Item 15.
Exhibits and Financial Statement Schedules
108
Item 16.
Form 10-K Summary
111
SIGNATURES
112
4

PART I
ITEM 1. BUSINESS
Overview
Dover Corporation is a diversified global manufacturer and solutions provider delivering innovative equipment and
components, consumable supplies, aftermarket parts, software and digital solutions and support services through five
operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions,
and Climate & Sustainability Technologies. Unless the context indicates otherwise, references herein to "Dover," "the
Company," and words such as "we," "us," or "our" include Dover Corporation and its consolidated subsidiaries. Dover was
incorporated in 1947 in the State of Delaware and became a publicly traded company in 1955. Dover is headquartered in
Downers Grove, Illinois and currently employs approximately 24,000 people worldwide.
Dover's five segments are structured around businesses with similar business models, go-to-market strategies, product
categories, and manufacturing practices. This structure increases management efficiency and better aligns Dover's operations
with its strategic initiatives and capital allocation priorities, and provides greater transparency about performance to external
stakeholders. Dover's five operating and reportable segments are as follows:
•
Our Engineered Products segment provides a wide range of equipment, components, software, solutions and
services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, precision soldering and fluid
dispensing end-markets.
•
Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling
safe and reliable storage, transport, dispensing, and remote monitoring of traditional and clean fuels (including
liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances
along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash
establishments.
•
Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection
and digital textile printing equipment, as well as related consumables, software and services to the global packaged
and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
•
Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors,
highly engineered precision components, instruments and digital controls for rotating and reciprocating machines,
polymer
processing
equipment,
measurement,
inspection,
and
control
technologies,
serving
single-use
biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and
polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, wire and
cable, food and beverage, semiconductor production and medical applications and other end-markets.
•
Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment,
components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-
making equipment end-markets.
Discontinued Operations
On October 8, 2024, the Company completed the sale of the Environmental Solutions Group ("ESG") business, an operating
company within the Engineered Products segment, for total consideration, net of cash transferred, of $2.0 billion. As the
disposal represented a strategic shift with a major effect on the Company's operations and financial results, the Company has
classified ESG's results of operations prior to the sale as discontinued operations. The discussion throughout Item 1 of this
Form 10-K, unless otherwise noted, relates solely to our continuing operations. For more details, see Note 4 — Discontinued
and Disposed Operations in the consolidated financial statements in Item 8 of this Form 10-K.
5

Management Philosophy
Dover is committed to delivering shareholder value creation through a combination of sustained profitable growth,
operational excellence, superior free cash flow generation and productive capital re-deployment while adhering to a
conservative financial policy. Dover seeks to be a leader in a diverse set of growing markets where customers are loyal to
trusted partners and suppliers, and value product performance and differentiation driven by superior engineering,
manufacturing precision, total solution development and excellent supply chain performance. Our businesses are long-time
leaders in their respective markets and are known for their innovation, engineering capability and customer service
excellence. We aim to continue growing our businesses from this strong foundation.
Our operating structure of five business segments allows for a differentiated acquisition focus consistent with our portfolio
and capital allocation priorities. We believe our business segment structure, coupled with value-creating functional expertise
at our lean corporate center, presents opportunities to identify and capture operating synergies, such as global sourcing and
supply chain integration, centralized shared services, cross-pollination of manufacturing best practices, and further advances
the development of our executive talent. Our executive management team sets strategic direction, initiatives and goals,
develops effective incentive structures, provides oversight of strategy execution and achievement of these goals for our
business segments, and with oversight from our Board of Directors, makes capital allocation decisions, including with respect
to organic investment initiatives, major capital projects, acquisitions, divestitures, and the return of capital to our
shareholders.
Our goal is to foster an operating culture with high ethical and performance standards that values accountability, rigor, trust,
inclusion, respect and open communications, designed to allow individual growth and operational effectiveness. We are also
increasing our focus on maintaining sustainable business practices that reduce environmental impact, and developing
products that help our customers meet their sustainability goals.
Company Goals
We are committed to driving superior shareholder returns through three key tenets of our corporate strategy.
First, we are committed to achieving organic sales growth above that of gross domestic product (4% to 6% annually on
average) over a long-term business cycle, absent prolonged adverse economic conditions, complemented by growth through
strategic acquisitions.
Second, we continue to focus on improving returns on capital, as well as earnings margin, by enhancing our operational
capabilities and making investments across the organization in growth capacity expansion, digital capabilities, automation,
operations management, information technology ("IT"), shared services (including Dover Business Services and our India
Innovation Center), and talent. We also focus on continuous, effective cost management and productivity initiatives, such as
supply chain optimization, automation and productivity capital expenditures, e-commerce and digital go-to-market,
restructuring, product complexity reduction, improved footprint utilization, strategic pricing and portfolio management.
Third, we aim to enhance shareholder returns through the productive re-deployment of free cash flow. Dover prioritizes
deploying free cash flow toward high-return and high-confidence organic reinvestments aimed at growing, improving and
strengthening our businesses, as well as through inorganic investments that synergistically improve the quality of our
portfolio, which is enhanced by opportunistic divestitures allowing for concentration on growing our core platforms. Finally,
we are committed to returning excess capital to shareholders through growing dividends and opportunistic share repurchases.
Dover's value creation strategy is supported by a financial policy that includes a prudent approach to financial leverage, and a
disciplined approach to capital allocation that allows for a balance between reinvestment and return of capital.
We support achievement of these goals by (1) aligning management compensation with strategic and financial objectives, (2)
actively managing our portfolio to increase enterprise scale, improving business mix over time to markets with secular
growth characteristics, and pursuing acquisitions that fit the characteristics of an ideal Dover business and (3) investing in
talent development programs.
6

Characteristics of a Dover Business
For over 70 years, Dover has successfully and profitably operated a diversified portfolio of high-quality businesses serving a
wide variety of industrial and business-to-business end markets with different business models. We believe this diversity is a
strength of our portfolio, providing Dover with multiple avenues for organic and inorganic growth, lower cyclicality, and the
ability to extract synergies of common ownership. While we expect our portfolio to remain diversified, we also strive to
shape the portfolio over time to increase common attractive attributes across our businesses.
Dover is adept at operating businesses within two core operating models:
•
Component Businesses: Many of our businesses produce critical components that represent a small portion of a
larger system by cost. For example, our industrial and biopharma pumps, biopharma connectors, engineered
bearings and compression components, clean energy components, and heat exchangers are all part of larger systems
built or employed by our customers. Such components typically serve demanding applications where value-in-use
and costs and risks of switching far exceed the cost of the component itself.
•
Equipment with Aftermarket Opportunity: Many of our businesses produce complex and highly engineered
equipment and systems that require a significant and predictable volume of parts, consumables, software and
services over their life cycle. For example, our marking and coding equipment, plastics and polymer processing
equipment and aluminum can-making equipment all derive a significant share of revenue and profits from sale of
consumables, parts and services into their large installed base. Recurring demand, which includes parts,
consumables, services and software, represents approximately 40% of our total revenue.
We see the following commonalities characterizing the majority of Dover businesses:
•
Attractive Markets: Our businesses generally operate in strategically attractive niche industrial markets with
proven and well-understood long-term growth trends, favorable customer and supplier landscapes, mature and
incrementally improving technologies with opportunities for technological differentiation, and highly loyal
customers, suppliers or channel partners.
•
Leading Positions: Our businesses are long-time leaders in their respective markets and have consistently enjoyed
customer bases that choose products primarily based on their performance, track record, safety and compliance.
•
Digital Opportunity: Our equipment and components are often complemented by value-added digital applications,
including connected products, sensors, digital controls and industry-specific software that create new sources of
value for our customers.
•
Attractive Financial Profile: Our businesses exhibit attractive financial profiles, characterized by predictable,
stable revenue, low capital intensity, strong cash-flow and sustainable returns on invested capital well in excess of
our cost of capital.
Business Strategy
Dover seeks to create value for shareholders by combining the global scale and capabilities, as well as access to capital, of a
diversified industrial enterprise with the agility and entrepreneurial dynamism of niche manufacturing businesses. We believe
the centralized scale of the corporation provides a distinct competitive advantage to our individual operating businesses
through (i) driving efficiency gains and economies of scale of shared global resources across the corporation, (ii) freeing
management time and effort to focus on the most important aspects of their businesses, including servicing and addressing
the critical needs of their customers, aligning their business to capitalize on key market trends and focusing on product
excellence, and (iii) access to centralized talent and expertise that our individual operating businesses otherwise may not have
on their own. To achieve our stated goals, we are focused on executing the following pillars of Dover's business strategy:
Capturing growth potential in our end-markets and adjacent market segments
Dover’s business segments are focused on building enduring competitive advantages and leadership positions in markets we
believe are positioned for sustained future growth. We believe our businesses are among the top suppliers in most markets
and niches we serve (as defined by customer applications, geographies or products), which positions us well to capture future
growth. We capitalize on our engineering, intellectual property, technology and design expertise, and maintain an intense
focus on meeting the needs of our customers and on adding significant, and often new, value to their operations through
superior product performance, safety, reliability, and a commitment to aftermarket support. We cultivate and maintain an
7

entrepreneurial culture to enable business agility, and continuously innovate to address our customers' needs, to help them
win in the markets they serve.
In particular, our businesses are well-positioned to capitalize on: growing industrial manufacturing and trade volumes; an
increased global focus on digitization and automation in industrial processes; increasing requirements for sustainability,
safety, energy efficiency and consumer product safety; and growth of the middle class and consumption in emerging
economies.
•
Our Engineered Products segment is capitalizing on global infrastructure investment, an increasing number of
vehicles in operation, average car age and annual miles driven, increasing digitization and sensorization of modern
vehicles, as well as growing defense spending related to signal intelligence and electronic warfare.
•
Our Clean Energy & Fueling segment benefits from the worldwide growth in environmental safety and compliance
regulations, new infrastructure build-out in emerging economies, transition to clean energy products such as
liquefied natural gas and hydrogen, growth in demand for cryogenic gases and electric vehicle charging,
consolidation in the convenience retail sector, increased digitization of convenience stores and fuel retailing, as well
as secular growth in automated vehicle wash systems and solutions (over manual and do-it-yourself washing).
•
Our Imaging & Identification segment leverages its unique product offering containing equipment, consumables,
software and services to address market needs and requirements, including increased regulation for supply chain
transparency in fast moving consumer goods, adoption of more stringent food safety regulations in emerging
economies, and growing demand for product traceability and brand protection.
•
Our Pumps & Process Solutions segment is focused on capturing growth in its installed base, in biological drug
production and the shift toward single-use manufacturing processes. The segment's offerings address the increased
demand for liquid cooling requirements for certain electronics (including in data center infrastructure), and
investment in midstream energy, power generation and grid infrastructure (including growing sophistication of fluid
transfer and rotating machinery components, measurement, inspection, instrumentation, and digital controls). We
also support virgin, recycled plastics, and polymers production and energy transition investments into wind power,
hydrogen compression and carbon capture.
•
Our Climate & Sustainability Technologies segment is responding to our customers' demand for increased energy
efficiency and sustainability in food retail merchandising solutions, including the growing adoption rates for
centralized CO2 refrigeration systems, as well as increasing demand for sustainable heating and cooling solutions,
including in residential and commercial heat pumps and liquid cooling infrastructure for data centers, and in
sustainability-driven growing global demand for aluminum beverage cans.
We aim to capture growth by making organic investments in capacity expansion, automation and productivity improvement,
research and development, developing new products and technologies, improving digital capabilities and expanding our
geographic coverage. We pursue a disciplined and strategic approach to acquisitions aiming to enhance the quality and
attractiveness of our portfolio over time and position Dover for long-term growth. We evaluate acquisition opportunities
across the portfolio where we see the greatest runway for value-creating inorganic capital deployment. We continually
evaluate how our assets and capabilities can position us to grow in markets adjacent to our core businesses (for example, new
applications, geographies, product segments or adjacent technologies) where we can be advantaged.
In addition to product innovation, we aim to capture growth by developing digital technologies. Our Boston-based Dover
Digital Labs serves as the company-wide hub for our digital initiative. We have an experienced team of software developers,
data scientists, and product managers to enhance our digital capabilities that is driving value creation across our business
through digital transformation in five areas: (i) enhancing the customer experience through more efficient and streamlined
digital customer interfaces that make it easy to do business with Dover companies; (ii) developing and improving acquired
and organically built connected and software-as-a-service ("SaaS") products that combine sensors, software, machine
learning and artificial intelligence; (iii) driving increased efficiency, safety and quality in our manufacturing operations by
employing cutting-edge automation through "connected factory" and "data quality" programs; (iv) identifying and addressing
scale opportunities to deploy artificial intelligence to drive productivity across our business processes; and (v) ensuring
security of digital products. Some of our software solutions in the areas of product traceability, anti-counterfeiting, retail
fueling station monitoring, vehicle measurement systems, and visual commerce have been certified as compliant under
AICPA System and Organization Controls 2 ("SOC 2") audits. We believe the Digital Labs’ contributions in these areas
enable us to add significant value to our products and to capture commercial growth opportunities. By leveraging a central
resource for Commercial Excellence, Industry 4.0, Industrial Internet of Things ("IIoT") and our software products, we are
able to capture efficiencies in our digital transformation efforts, improve product security, and offer better efficiency in
providing support and engineering for our software and connected products to keep our projects cost-competitive.
8

Improving profitability and return on invested capital
We are committed to generating sustainable returns on invested capital well above the cost of capital across all of our
businesses. We continually evaluate and pursue opportunities to improve efficiency, margin and return on capital, which we
accomplish through continuous, effective management and productivity initiatives, automation and productivity capital
expenditures, restructuring, product complexity reduction, improvement in our footprint utilization, strategic pricing, and
ongoing portfolio management. Our businesses place a strong emphasis on continual product quality improvement and new
product development to better serve customers and to facilitate expansion into new products and geographic markets.
We have been steadily investing in the build-out of our center-led margin expansion initiatives, which are designed to scale
our selling, general and administrative cost base and optimize our manufacturing and supply chain operations across the
portfolio. Our center-led margin expansion initiatives are focused on four core enterprise capabilities: (1) leverage our Digital
Labs team to enhance our internal and market-facing digital capabilities, (2) improve utilization and optimization of our
manufacturing footprint through centralized resources and investment, (3) further centralize shared services under Dover
Business Services, and (4) invest in our India Innovation Center shared services. The build-out of these functions is largely
complete, delivering cost and process efficiencies to the Company and enabling scale benefits with future growth. These
functions remain continuously focused on extracting productivity gains across the businesses and driving value creation.
Dover Digital. Our Dover Digital Labs consists of a team of software developers, AI engineers and scientists, automation
engineers, product security engineers, and product managers who provide digital capabilities to enhance the customer
experience, develop connected industrial products and artificial intelligence-based models. These capabilities are either
embedded in monitoring-as-a-service or other service offerings provided to customers by our operating companies.
Automation engineers drive automation and efficiency inside our factories through digital technologies and in our business
processes. Product security engineers focus on improving the security posture of our operating companies' commercial
offerings. Our Dover Digital Labs team has built common platforms for customer-facing applications to make it easier to
discover, find, configure, buy and obtain products and services from Dover operating companies, thereby optimizing our
sales and support staff resources, driving pricing discipline, enabling reduction of product complexity and improving
management of working capital. Our digital team has also deployed shared IIoT capability such that many of Dover's
products are remotely configurable and monitored, enabling our businesses to sell aftermarket parts and offer remote
diagnostic services.
Dover Operational Excellence. Our corporate team is composed of functional experts in operational optimization, lean
manufacturing, automation, Environment, Health and Safety ("EHS") and complex project management. This team works
closely with our businesses to drive excellence in our manufacturing and supply chain processes, standards and measurement
tools to identify, prioritize and monitor execution of operational improvement initiatives. We continue to focus on initiatives
to improve operational performance and the continuous improvement programs embedded in our businesses' day-to-day
operations.
Dover Business Services. Dover Business Services has a team of approximately 650 professionals, providing important
transactional and value-added shared services to our businesses. Our shared service model allows us to leverage scale across
Dover, increase process efficiencies through technology and specialization, and reduce risk through centralized controls. Our
shared service centers create value by freeing resources within our businesses that would otherwise be dedicated to
transactional services and allowing them to focus on customers, markets and product excellence. We expect to continue
driving efficiencies at Dover Business Services through process standardization and automation.
India Innovation Center. Our India Innovation Center has a team of approximately 750 engineers and IT professionals that
our businesses rely on to leverage for product engineering, digital solutions development, data and information management,
research and development and intellectual property services. The scale of this team allows our businesses to access resources
with capabilities and expertise across many disciplines that would be more costly to them as stand-alone companies, and
allows for concurrent engineering on time sensitive projects.
9

Disciplined capital allocation and continuous portfolio enhancement
We are focused on the most efficient allocation of capital to maximize returns on investment. To do this, we utilize organic
reinvestment to grow and strengthen our existing businesses. We plan to make average annual investments in capital
spending of approximately 2% of revenue with a focus on internal projects designed to expand our market participation and
manufacturing capacity, drive further adoption of e-commerce and digital capabilities, and improve productivity. In addition,
we seek to deploy capital for acquisitions in attractive growth areas across our portfolio. Dover focuses primarily on bolt-on
acquisitions, applying strict selection criteria of market attractiveness (including growth, market landscape, and performance-
based competition), business fit (including sustained leading position, revenue visibility, and favorable customer value-add
versus switching cost or risk) and financial return profile (including accretive growth and margins and double-digit return on
invested capital). We opportunistically divest businesses where we see limited runway for future value creation relative to our
aspirations, or where market and business fundamentals change and no longer suit our criteria of business attractiveness and
portfolio fit. Finally, we have consistently returned cash to shareholders by paying dividends, which have increased annually
over each of the last 70 years. We undertake opportunistic share repurchases as part of our capital allocation strategy. We
employ a prudent financial policy to support our capital allocation strategy, which includes maintaining an investment grade
credit rating.
Portfolio Development
Acquisitions
Our acquisition strategy aims to enhance our existing portfolio through value creating acquisitions within our priority growth
platforms, with a focus on increasing our exposure to high organic growth and margin accretive businesses with significant
synergy potential. We seek to acquire complementary add-on businesses with a strong fit with our existing platforms,
increasing their reach and customer access, broadening their product mix, providing exposure to attractive end market
adjacencies, or enhancing technological capabilities and customer value-add. With all our acquisitions, we seek businesses
that are leaders in their respective markets or niches, have a strong track record for innovation, offer differentiated solutions,
and have attractive and sustainable returns with significant synergy potential. We aim to generate double-digit return on
capital within three or four years after an acquisition is completed.
Over the past three years (2023 through 2025), we have spent approximately $1.9 billion, net of cash acquired and including
contingent consideration, to purchase fourteen businesses. For more details, see Note 3 — Acquisitions in the consolidated
financial statements in Item 8 of this Form 10-K.
Our future growth depends in large part on finding and acquiring successful businesses that expand the scope of our offerings
and make us an even more important supplier to our customers. While we expect to generate organic sales growth above that
of gross domestic product (4% to 6% annually on average) over a long-term business cycle, absent prolonged adverse
economic conditions, our success in consistently growing the portfolio is also dependent on the ability to acquire and
integrate businesses within our existing structure. To track post-merger integration and accountability, we utilize an internal
scorecard and well-defined processes to help ensure expected synergies are realized and value is created.
Dispositions
From time to time, we have sold or divested some of our businesses based on changes in specific market outlook, structural
changes in financial performance, value-creation potential, or for other strategic considerations, which include an effort to
reduce our exposure to cyclical and capital intensive markets and, therefore, focus on our higher margin and higher growth
spaces.
Going forward, we recognize that some businesses in Dover's portfolio may have a greater value-creation potential if owned
by another parent with a larger presence and focus on a given niche. We pragmatically consider such opportunities as part of
our ongoing portfolio management and review processes, and execute divestitures if the value created by the divestiture is
determined to be at an appropriate premium to the value of such business to Dover and the divestitures allow Dover
shareholders to participate in the future value-creation potential from a change in ownership, including through the
redeployment of divestiture proceeds into attractive add-on businesses in higher priority end-markets or through opportunistic
return of capital to shareholders.
10

On March 31, 2024, the Company completed the sale of the De-Sta-Co business, an operating company within the
Engineered Products segment, for total consideration, net of cash transferred, of $675.9 million. The sale did not meet the
criteria to be classified as a discontinued operation, as it did not represent a strategic shift that would have a major effect on
operations and financial results.
On October 8, 2024, the Company completed the sale of the ESG business, an operating company within the Engineered
Products segment, for total consideration, net of cash transferred, of $2.0 billion. As the disposal represented a strategic shift
with a major effect on the Company's operations and financial results, the sale met the criteria to be classified as a
discontinued operation. For more details, see Note 4 — Discontinued and Disposed Operations in the consolidated financial
statements in Item 8 of this Form 10-K.
Business Segments
As noted previously, Dover's five segments are structured around businesses with similar business models, go-to-market
strategies and manufacturing practices and product categories which increases management efficiency and better aligns
Dover's operations with its strategic initiatives and capital allocation priorities, and provides greater transparency about
performance to external stakeholders. Dover's five operating and reportable segments are as follows: Engineered Products,
Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate & Sustainability Technologies.
For financial information about our segments and geographic areas, see Note 19 — Segment Information in the consolidated
financial statements in Item 8 of this Form 10-K.
Engineered Products
Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services that
have broad customer applications across a number of markets, including: aftermarket vehicle service, aerospace and defense,
industrial winch and hoist, precision soldering, and fluid dispensing. Our vehicle service business provides equipment,
software solutions and services used primarily in vehicle repair and maintenance, including light and heavy-duty vehicle lifts,
wheel service equipment, vehicle diagnostics and vehicle collision repair solutions. Our industrial winch and hoist business
provides a range of winches, hoists, bearings, drives, and electric monitoring systems for infrastructure and other industrial
markets. Our aerospace and defense business supplies radio frequency and microwave filters and switches, as well as signals
intelligence and other integrated solutions, to enable secure communications in aerospace and defense applications. The
segment also includes bench top soldering and fluid dispensing solutions in electronics and industrial product assembly
markets.
Our Engineered Products segment's products are manufactured primarily in North America, Europe and Asia and are sold
throughout the world directly and through a network of distributors.
Clean Energy & Fueling
Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe
storage, transport, dispensing, and remote monitoring of clean and traditional fuels, cryogenic gases and other hazardous
substances, as well as safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments across
the globe. Among solutions supplied by the segment are dispensing equipment and components for gasoline, compressed
natural gas (CNG), liquefied natural gas (LNG) and hydrogen (H2) fueling sites, electric vehicle charging stations, payment
systems, hardware and underground containment systems, vehicle wash systems, as well as asset tracking, monitoring and
operational optimization software.
Our Clean Energy & Fueling segment's products are manufactured primarily in North America, Europe, Asia, and South
America and are sold throughout the world directly and through a network of distributors.
11

Imaging & Identification
The companies in our Imaging & Identification segment are global suppliers of precision marking and coding, product
traceability, brand protection, and digital textile printing equipment and solutions, as well as related consumables, software
and services. Our marking and coding businesses primarily design and manufacture equipment and consumables used for
printing variable information (such as bar codes, dates, and serial numbers) on fast-moving consumer goods, provide
serialization solutions for pharmaceutical customers, and develop supply chain traceability solutions capitalizing on
expanding food and product safety, supply chain traceability and brand protection requirements.
In addition, our businesses serving the digital printing market develop, manufacture and sell equipment, software,
consumables and service solutions used in textile, apparel, soft signage and specialty materials markets. Businesses within
this segment leverage digital printing capabilities and operate business models that involve initial equipment and software
sales followed by consumable, software, and service aftermarket revenue streams.
Our Imaging & Identification segment's products are manufactured primarily in North America, Europe and Asia and are sold
throughout the world directly and through a network of distributors.
Pumps & Process Solutions
The businesses in our Pumps & Process Solutions segment manufacture specialty pumps and flow meters, single-use pumps,
fluid transfer connectors, plastics and polymers processing equipment, measurement, inspection, and control technologies,
highly-engineered precision components, and specialized instrumentation and digital controls for rotating and reciprocating
machinery. The segment's products are used in a wide variety of markets, including biopharma, thermal management
(including liquid cooling of server racks and chips in data centers), plastics and polymers processing, wire and cable
manufacturing, chemicals production, food/sanitary, medical, transportation, petroleum refining, natural gas compression,
power generation and general industrial applications. The products in this segment are generally used in demanding and
specialized operating environments with high performance requirements. Businesses within this segment share the following
commonalities: their products are predominantly components or parts of larger equipment and production systems with our
products often specified by end customers or regulations, they participate in markets with a diverse and fragmented customer
base and where there is a significant demand for aftermarket equipment and parts from a large installed base, and the route-
to-market is a mix of distribution and direct sales.
Our Pumps & Process Solutions segment's products are manufactured primarily in North America, Europe, and Asia and are
sold throughout the world directly and through a network of distributors and original equipment manufacturers.
Climate & Sustainability Technologies
Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, systems and
solutions that serve the commercial refrigeration, heating and cooling, and aluminum can-making equipment end-markets.
Our refrigeration business manufactures refrigeration systems (including environmentally friendly systems like CO2),
refrigeration display cases and commercial glass refrigerator and freezer doors for food retail and industrial applications. Our
heat exchanger business manufactures energy-efficient brazed plate heat exchangers used for residential climate control
applications, including heat pumps, as well as industrial heating and cooling applications, including an increasing opportunity
in data center cooling applications. The other business in this segment designs and manufactures machinery and associated
spare parts used for aluminum can-making, along with providing turnkey can line solutions. The majority of the products that
are manufactured or serviced by the Climate & Sustainability Technologies segment are used by the retail food industry,
including supermarkets, "big-box" retail and convenience stores, the commercial/industrial refrigeration and HVAC industry,
food production markets and beverage can-making industries.
Our Climate & Sustainability Technologies segment's products are manufactured primarily in North America, Europe and
Asia and are sold globally, directly and through a network of distributors.
12

Raw Materials
We use a wide variety of raw materials, primarily metals and semi-processed or finished components, which are generally
available from a number of sources. As a result, the loss of any single supplier has not had, and is not likely to have, a
material impact on operating profits at the consolidated level. While the required raw materials are generally available,
commodity pricing can be volatile, particularly for various grades of steel, copper, aluminum and select other commodities.
Although cost increases in commodities may be recovered through increased prices to customers, our operating results are
exposed to such fluctuations. We attempt to control such costs through index-based contracts with suppliers and customers
and various other programs, such as our global supply chain activities.
Research and Development
Our businesses invest to develop innovative new products, as well as to upgrade and improve existing products, to satisfy
customer needs, including demand for energy-efficient products designed to help customers meet sustainability goals, expand
revenue opportunities geographically, maintain or extend competitive advantages, improve product reliability and reduce
production costs.
Our Imaging & Identification segment expends significant effort in research and development because the rate of product
development by their customers is often quite high. Our businesses that develop product identification, printing equipment
and software solutions believe their customers expect a continuing rate of product innovation, performance improvement and
reduction in total cost of ownership. The result has been downward pricing trends that can only be mitigated with the
continuous introduction of innovative product solutions in a market where product life cycles generally average less than
seven years.
Our Clean Energy & Fueling segment invests in research and development to advance innovative traditional and alternative
fuel dispensing equipment and components, payment platforms, fuel site asset management and connectivity solutions, IIoT-
enabled cloud-based connected solutions for retail and commercial fleet fueling settings, components for high-criticality
cryogenic gas storage and transportation applications, including hydrogen and liquefied natural gas. These technology
investments align with our customers' needs and our commitment to delivering to our customers opportunities for operational
cost reductions, increased sales, and an enhanced customer experience for their customers through a combination of
intelligent fueling and retail solutions.
Our Pumps & Process Solutions segment invests in research and development for new product introduction and custom
solutions to drive volume and share in both existing markets and newer/faster growth markets – such as single-use
biopharmaceutical manufacturing and liquid cooling of high performance electronics. These investments will allow us to take
advantage of existing growth trends such as in cell and gene therapy applications, and data center cooling applications
supporting investments in artificial intelligence.
Many of our businesses are also involved in important product improvement initiatives. These businesses concentrate on
working closely with customers on specific applications, expanding product lines and market applications and continuously
improving manufacturing processes. Some of these businesses experience a much more rapid rate of change requiring higher
product development capability and new product introduction.
Similarly, our businesses invest in research and development to pursue digital strategies based on customer needs and
leverage the capabilities of Dover Digital Labs to deliver on those digital strategies. For example, Systech, part of the
Imaging & Identification segment, and a market leader in serialization, traceability, and brand-protection solutions, launched
the artAI solution in collaboration with Dover Digital which provided AI expertise. artAI is a cloud-based, AI-powered
authentication tool that detects counterfeiting and supply-chain diversion. Using machine vision and machine learning, artAI
creates a digital blueprint of packaging artwork for precise product identification, and its forensic analytics assist
manufacturers in identifying trends and strengthen product security and brand-protection programs.
Another example is with Dover Food Retail, an operating company within our Climate & Sustainability Technologies
segment, a market leader in CO₂ refrigeration solutions. During the year, Dover Food Retail introduced a cloud-based
software to digitize the full life cycle of CO2 refrigeration solutions from deployment to diagnostics, warranty management
and maintenance, supported by production data, to shorten startup cycles, reduce errors such as incorrect high pressure
control set points, and improve consistency during deployment.
13

Human Capital Resources
Our employees are our most valuable asset and are critical to our ability to deliver on our strategic plans. Our success in
delivering high quality and innovative products and solutions for our customers and driving operational excellence is only
achievable through the talent, expertise, and dedication of our global team. We had approximately 24,000 employees
worldwide as of December 31, 2025.
Attraction, Development, and Retention
We recognize that attracting, developing and retaining skilled talent and promoting a work environment that is professional
and inclusive are essential to maintaining our leadership positions in the markets we serve. While our operating companies
are the hubs of these activities — an effective model that puts ownership in the businesses and cultures that are the source of
opportunities for employees — we are increasingly leveraging the corporate center to drive talent recruitment and
development and consistent human capital management practices across our businesses. This center-led focus is enabling us
to make development opportunities available across our enterprise which we believe promotes employee advancement,
engagement and retention. We offer employees resources to continuously improve their skills and performance with the goal
of further cultivating entrepreneurial talent with a range of perspectives, backgrounds, skills, and experiences inside our
global businesses to fill key positions. We seek people who are proactive and dedicated, demonstrate an ownership mindset
and share our commitment to the pursuit of operational excellence. We continue to make significant investments in talent
development and recognize that the growth and development of our employees is essential for our continued success.
Workplace Environment and Inclusion
As noted above, we are committed to maintaining a work environment that is professional, inclusive, and free from
discrimination and harassment. That includes ensuring equal opportunity in our hiring practices and in our treatment of
employees regardless of their race, color, religion, disability, national origin, gender, sexual orientation, gender identity and
expression, marital status, family responsibility, age, or other characteristic protected by law. Our Code of Conduct lays out
guidelines to maintain a fair and safe workplace.
We strive to build teams that fully leverage individuals’ capabilities and the breadth of skills, perspectives and experiences
represented in our workforce. We believe this motivates our employees to be engaged and productive, enables us to attract
new talent, helps us effectively serve our customers, and advances innovation from ideas contributed as a result of the variety
of backgrounds, experiences, and perspectives of our employees. To that end, we partner with human resources and
leadership teams across our portfolio of companies on talent outreach action plans to identify and recruit qualified candidates
with a variety of backgrounds, skills, and experiences. We aim to cultivate an inclusive culture that enables employees to feel
connected to our business objectives and valued for their contributions.
Health and Safety
We are committed to achieving our vision of a zero-harm workplace and continue to prioritize health and safety compliance,
risk mitigation, and process improvement across the organization. Through the combined efforts of our operating companies,
we have reduced our total recordable injury rate by more than 40% since 2019.
14

Human Capital Investments Related to Strategic Priorities
In line with our strategic priorities, we have additionally invested in the following aspects of human capital resource
management, among other areas:
•
Dover Digital Labs – We are continuing to leverage our Digital Labs team to improve our digital capabilities. Our
team of software developers, data scientists, manufacturing engineers, and product managers drive digital
transformation across our businesses by enhancing customer experience, developing connected industrial products,
enabling digital manufacturing and securing our digital products.
•
Operational management – Our operations teams, including our management team at the corporate center, focuses
on improving operational efficiency, such as implementing production automation.
•
Shared services – We are continuing to further centralize shared services under Dover Business Services and our
India Innovation Center. Our shared services capabilities include a wide range of functional areas including
transactional support, human resources, IT, finance and accounting, engineering and product development. These
services enable increased productivity and growth as well as free up resources within our operating companies to
focus on customers, markets and product development.
Intellectual Property and Intangible Assets
Our businesses own many patents, trademarks, licenses and other forms of intellectual property, which have been created,
registered or acquired over a number of years and, to the extent relevant, expire at various times over a number of years. A
large portion of our businesses' intellectual property consists of patents, unpatented technology and proprietary information
constituting trade secrets that we seek to protect in various ways, including confidentiality agreements with employees and
suppliers where appropriate. In addition, a significant portion of our intangible assets relate to customer relationships. While
our intellectual property and customer relationships are important to our success, the loss or expiration of any one of these
rights or relationships is not likely to materially affect our results on a consolidated basis. We believe that our commitment to
continuous engineering improvements, new product development and improved manufacturing techniques, as well as strong
sales, marketing and service efforts, are significant to our general leadership positions in the niche markets we serve.
Customers
We serve thousands of customers, none of which accounted for more than 10% of our consolidated revenue in 2025. Given
our diversity of served markets, customer concentrations are not significant. Businesses supplying the defense, commercial
refrigeration and can-making industries tend to deal with a few large customers that are significant within those industries.
This also tends to be true for businesses supplying the power generation and chemical industries. In the other markets served,
there is usually a much lower concentration of customers, particularly where our companies provide a substantial number of
products and services applicable to a broad range of end-use applications.
Seasonality
In general, while our businesses are not highly seasonal, we do tend to have stronger revenue generation in the second half of
the year, which is driven by customer capital expenditure timing and seasonal activity patterns in our end-markets. Our
businesses serving the retail fueling market tend to increase in the second half of the year based on the historical purchasing
patterns of their customers. Our businesses serving the major equipment markets, such as power generation, chemical and
processing industries, have longer lead times geared to seasonal, commercial, or consumer demands and customers in these
markets tend to delay or accelerate product ordering and delivery to coincide with those market trends which moderates the
aforementioned seasonality patterns. Our food retail refrigeration business tends to face higher levels of demand in the second
and third quarters as retailers avoid construction and remodeling activity during fall/winter holidays.
15

Competition
Our competitive environment is complex because of the wide diversity of our products manufactured and the markets served.
In general, most of our businesses are market leaders that compete with only a few companies, and the key competitive
factors are customer service, product quality, price and innovation. A summary of our key competitors within each of our
segments follows:
Segment
Key Competitors
Engineered Products
Snap-On Inc. (Challenger Lifts, Car-O-Liner), The COATS Company, Arrowhead
Winch, Teledyne, Nordson Corporation
Clean Energy & Fueling
Vontier (Gilbarco Veeder-Root, DRB), Tatsuno, Franklin Electric, Verifone, Elaflex,
PDI Technologies, Inc., Ingersoll Rand (Emco Wheaton), Dixon Valve & Coupling
Company, Crane Company (Cryoflo), Sonny's Enterprises LLC, National Carwash
Solutions, Washtec AG
Imaging & Identification
Veralto Corporation (Videojet), Brother Industries, Ltd. (Domino Printing), Electronics
for Imaging (Reggiani), Kornit Digital Ltd.
Pumps & Process Solutions
IDEX Corporation, Ingersoll Rand, ITT, SPX Flow Inc. (Waukesha), Danaher
Corporation (Pall), Avantor (Masterflex), Spirax Sarco (Watson Marlow), Kingsbury,
Ecolab, Hoerbiger Holdings AG, Miba AG, Nordson Corporation, Hillenbrand Inc.
(Coperion)
Climate & Sustainability
Technologies
Panasonic (Hussman Corp.), Alfa Laval, Danfoss, Stolle Machinery, Crown Holdings
International
Consistent with our strategic focus on positioning our businesses for growth, we aim to grow our revenue in international
markets, particularly in developing economies in Asia, the Middle East, Eastern Europe and South America.
Most of our non-U.S. subsidiaries and affiliates are currently based in China, France, Germany, Italy, Sweden, Switzerland,
the United Kingdom, and other locations including Australia, Brazil, Canada, India, Mexico, and the Netherlands.
The following table shows annual revenue derived from customers outside the U.S. as a percentage of total annual revenue
for each of the last three years, by segment and in total:
Percentage of Non-U.S. Revenue
by Segment
Years Ended December 31,
2025
2024
2023
Engineered Products
32 %
33 %
35 %
Clean Energy & Fueling
40 %
43 %
44 %
Imaging & Identification
72 %
72 %
72 %
Pumps & Process Solutions
51 %
49 %
53 %
Climate & Sustainability Technologies
36 %
37 %
43 %
Total percentage of revenue derived from customers outside of the United States
46 %
46 %
48 %
Our international operations are subject to certain risks, such as price and exchange rate fluctuations and non-U.S.
governmental restrictions, which are discussed further in Item 1A. "Risk Factors." For additional details regarding our non-
U.S. revenue, impact of foreign currency exchange rates, and the geographic allocation of the assets, see Management's
Discussion and Analysis of Financial Condition and Results of Operations and Note 19 — Segment Information to the
consolidated financial statements in Items 7 and 8, respectively, of this Form 10-K.
16

Environmental Matters
Sustainability
We are committed to creating economic value for shareholders by developing products designed to help our customers meet
their sustainability goals, run their operations more efficiently and satisfy evolving regulatory and environmental standards.
We believe that sustainability-driven innovation in response to customer demand helps us contribute positively to enhanced
resource efficiency and waste reduction while presenting a valuable growth opportunity. Aligned with this commitment, in
2021, we announced science-based targets to reduce our greenhouse gas emissions. These targets include an absolute
reduction of scope 1 and scope 2 market-based greenhouse gas emissions of 30 percent by 2030, from a 2019 baseline year,
and an absolute reduction of scope 3 greenhouse gas emissions of 15 percent by 2030, from a 2019 baseline year.
We highlight key initiatives and performance metrics about our sustainability activities under the "Sustainability" tab on our
website, www.dovercorporation.com.
Other Matters
Our operations are governed by a variety of international, national, state and local environmental laws. We are committed to
continued compliance and believe our operations generally are in substantial compliance with these laws. In a few instances,
particular plants and businesses have been the subject of administrative and legal proceedings with governmental agencies or
private parties relating to the discharge or potential discharge of regulated substances. Where necessary, these matters have
been addressed with specific consent orders to achieve compliance.
There have been no material effects upon our earnings and competitive position resulting from our compliance with laws or
regulations enacted or adopted relating to the protection of the environment. We are aware of a number of existing or
upcoming regulatory initiatives intended to reduce emissions in geographies where our manufacturing and warehouse/
distribution facilities are located and have evaluated the potential impact of these regulations on our businesses. We anticipate
that direct impacts from regulatory actions will not be significant in the short- to medium-term. We expect the regulatory
impacts associated with climate change regulation would be primarily indirect and would result in "pass-through" costs from
energy suppliers, suppliers of raw materials and other services related to our operations.
Other Information
We make available free of charge through the "Investor Information" link on our website, www.dovercorporation.com, our
annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any amendments to these
reports. We post each of these reports on the website as soon as reasonably practicable after the report is filed with the
Securities and Exchange Commission. The contents of our website, including the "Sustainability" tab, are not intended to be
incorporated by reference into this Form 10-K, and any reference to our website is intended to be inactive textual references
only.
17

ITEM 1A. RISK FACTORS
The risk factors discussed in this section should be considered together with information included elsewhere in this Form 10-
K and should not be considered the only risks to which we are exposed. In general, we are subject to the same general risks
and uncertainties that impact many other industrial companies such as general economic, industry and/or market conditions
and growth rates; the impact of natural disasters and their effect on global markets; and changes in laws or accounting rules.
Additional risks and uncertainties not currently known to us or that we currently believe are immaterial also may impair our
businesses, including our results of operations, liquidity and financial condition.
Business and Operational Risks
•
Recessions, adverse market conditions or downturns in the markets we serve could adversely affect our operations.
In the past, our operations have been exposed to volatility due to changes in general economic conditions or consumer
preferences, recessions or adverse conditions in the markets we serve. In the future, similar changes could adversely
impact overall sales, operating results (including potential impairment charges for goodwill or other long-lived assets)
and cash flows. Moreover, during economic downturns we may undertake more extensive restructuring actions,
including workforce reductions, global facility consolidations, centralization of certain business support activities, and
other cost reduction initiatives, and incur higher costs. As these plans and actions can be complex, the anticipated
operational improvements, efficiencies and other benefits might be delayed or not realized. We are unable to determine
the impact that recessions, adverse market conditions or downturns will have on our financial position, operating results
and cash flows in future periods.
•
Increases in labor costs, potential labor disputes and work stoppages or an inability to hire skilled personnel could
adversely affect our business.
We have a number of collective bargaining units in the U.S. and various collective labor arrangements outside the U.S.
We are subject to potential work stoppages, union and works council campaigns and other labor disputes, any of which
could adversely impact our productivity, reputation, results of operations, financial condition and cash flows.
Furthermore, the competition for skilled personnel is often intense in the regions in which our manufacturing facilities
are located. A sustained labor shortage or increased turnover rates within our employee base, increases in the salaries and
wages paid by competing employers, as a result of general macroeconomic factors or otherwise, could lead to increased
costs, such as increased overtime to meet demand and potentially further increase salaries and wage rates to attract and
retain employees, and could negatively affect our ability to efficiently operate our manufacturing facilities and overall
business. If we are unable to hire and retain employees capable of performing at a high level, our business, financial
condition and results of operations could be adversely affected.
•
Our reputation, ability to do business and results of operations may be impaired by improper conduct by any of our
employees, agents, or business partners.
While we strive to maintain high standards, we cannot provide assurance that our internal controls and compliance
systems will always protect us from acts committed by our employees, agents, or business partners that would violate the
laws of the jurisdictions where we do business, including the laws governing payments to government officials, bribery,
fraud, anti-kickback and false claims, competition, export and import compliance, environmental compliance, money
laundering and data privacy, as well as the improper use of proprietary information or social media. Any such violations
of law or improper actions could: subject us to civil or criminal investigations; lead to substantial civil or criminal,
monetary and non-monetary penalties and related shareholder lawsuits; lead to increased costs of compliance; and
damage our reputation, our consolidated results of operations, financial condition and cash flows.
18

•
We are subject to risks relating to our existing international operations and expansion into new geographical
markets.
Approximately 46% of our revenues for both 2025 and 2024 were derived outside the United States and we expect
international sales to continue to represent a significant portion of our revenues given our global growth strategy. As a
result of our international operations and our global expansion strategy, we are subject to various risks, including:
o political, social and economic instability and disruptions;
o government import and export controls, economic sanctions, embargoes or trade restrictions;
o the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures;
o limitations on ownership and dividend of earnings;
o transportation delays and interruptions;
o risk to theft of proprietary information and/or intellectual property;
o labor unrest and current and changing regulatory environments;
o widespread public health crises, such as a pandemic or epidemic;
o increased compliance costs, including costs associated with disclosure requirements and related due diligence;
o the impact of loss of a single-source manufacturing facility;
o difficulties in staffing and managing multi-national operations;
o limitations on our ability to enforce legal rights and remedies;
o potentially adverse tax consequences; and
o access to or control of networks and confidential information due to local government controls and vulnerability
of local networks to cyber risks.
If we are unable to successfully manage the risks associated with expanding our global business or adequately manage
operational risks of our existing international operations, the risks could have a material adverse effect on our growth in
geographic markets, our reputation, our consolidated results of operations, financial position and cash flows.
•
Our businesses or operations may be adversely affected by natural or human-induced disasters, acts of war, terrorism,
international conflicts, and public health crises.
Our businesses or operations may be adversely affected by natural or human-induced disasters including, but not limited
to, earthquakes; tsunamis; floods; hurricanes, cyclones or typhoons; fires; other extreme weather conditions; power or
water shortages; telecommunications failures; materials scarcity; terrorist acts, civil unrest, conflicts or wars; and health
epidemics or pandemics. The occurrence of any such event, and the measures taken in response thereto, may disrupt the
global economy and adversely impact our operations, including demand for our products across multiple end-markets as
well as our supply chain and operations. Existing insurance coverage may not provide protection for all of the costs that
may arise from such events. Additionally, concerns over the economic impact of such events could cause increased
volatility in financial and other capital markets, adversely impacting our stock price, our ability to access the capital
markets, and our ability to fund liquidity needs.
The impacts of any such unexpected event are difficult to predict but could have a material adverse effect on our
businesses, financial condition, or operations.
•
Our operations, businesses, products and business strategy are subject to cybersecurity risks.
Although we have processes and procedures in place designed to manage and mitigate cybersecurity risk, our business is
still subject to certain risks. We depend on our own and third party information systems, including cloud-based systems
and managed service providers, to store, process and protect our information and support our business activities. We also
use third party systems to support employee data processing for our global workforce and to support customer business
activities, such as transmitting payment information, providing mobile monitoring services, and capturing operational
19

data. Additionally, some of our products contain integrated hardware and software and offer the ability to connect to
networks. While we have measures in place that are designed to protect our systems and provide oversight for third party
system cybersecurity risks, these systems have been and are expected to continue to be the target of cyber attacks.
Although we conduct security assessments and periodic re-assessments of third party partners and other service
providers, these systems have in the past and may in the future experience vulnerabilities, including from third-party or
open source software code that may be incorporated into our own or our vendors’ systems. Any prolonged system
disruption in our systems or third-party services could negatively impact the coordination of our sales, planning, and
manufacturing activities, which could harm our business.
Our business has both an increasing reliance on systems and an increasing digital footprint as a result of changing
technologies, connected devices and digital offerings, as well as expanded remote work policies. If these technologies,
systems, products or services are damaged, cease to function properly, are compromised due to employee or third-party
contractor error, user error, malfeasance, system errors, or other vulnerabilities, or are subject to cybersecurity attacks,
such as those involving denial of service attacks, unauthorized access, malicious software, ransomware, or other
intrusions, misuse or malicious use of artificial intelligence, including by criminals, nation states or insiders, our business
may be adversely impacted. The impacts could include production downtimes, operational delays, and other impacts on
our operations and ability to provide products and services to our customers; compromise of confidential, proprietary or
otherwise protected information, including personal information and customer confidential data; destruction, corruption,
or theft of data or intellectual property; manipulation, disruption, or improper use of these technologies, systems,
products or services; financial losses from fraudulent transactions, remedial actions, loss of business or potential liability;
adverse media coverage; legal claims or legal proceedings, including regulatory investigations, actions and fines; and
damage to our reputation. We regularly assess our threat landscape and monitor our systems and other technical security
controls, maintain information security policies and procedures, including a breach response plan, ensure maintenance of
backup and protective systems, and have a team of security personnel managing our efforts and initiatives. However,
there has been a rise in the number of cyberattacks targeting confidential business information generally and in the
manufacturing industry specifically, as well as an increase in cyberattacks targeting managed service providers, by both
state-sponsored and criminal organizations. Moreover, there has been a rise in the number of cyberattacks that depend on
human error or manipulation, including phishing attacks or schemes that use social engineering to gain access to systems
or perpetuate wire transfer or other frauds.
These trends increase the likelihood of such events occurring as well as the costs associated with protecting against such
events. It is possible for vulnerabilities in our systems to remain undetected for an extended period of time up to and
including several years. We attempt to mitigate these risks by employing a number of measures, including employee
training, systems monitoring and other technical security controls, vulnerability scanning, risk assessments, a breach
response plan, maintenance of backup and protective systems, and security personnel. Notwithstanding those measures,
our systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity attacks
and other threats, any of which could have a material adverse effect on our consolidated results of operations, financial
condition and cash flows. We continuously monitor and develop our systems to protect our technology infrastructure and
data from misappropriation or corruption. However, a cybersecurity attack could persist for an extended period of time
before being detected, and, following detection, it could take considerable time for us to obtain full and reliable
information about the extent, amount and type of information compromised. During the course of an investigation, we
may not know the full impact of the event and how to remediate it, and actions, decisions and mistakes that are taken or
made may further increase the negative effects of the event on our business, results of operations and reputation. While
we maintain insurance coverage that is intended to address certain aspects of cybersecurity risks, such insurance
coverage may not cover all losses or all types of claims that arise. As cyber threats continue to evolve, cybersecurity and
data protection laws and regulations continue to develop in the U.S. and globally, and our business continues to move
toward increased online connectivity within our information systems and through more Internet-enabled and automated
or AI-embedded products and offerings, we expect to expend additional resources to continue to build out our
compliance programs, strengthen our information security, data protection and business continuity measures, and
investigate and remediate vulnerabilities. For additional information on our cybersecurity risk management, strategy and
governance, see Item 1C. "Cybersecurity."
20

•
Unforeseen developments in contingencies such as litigation and product recalls could adversely affect our
consolidated results of operations, financial condition and cash flows.
We and certain of our subsidiaries are, and from time to time may become, parties to a number of legal proceedings
incidental to our businesses, including alleged injuries arising out of the use of products or exposure to hazardous
substances, or claims related to patent infringement, employment matters and commercial disputes. The defense of these
lawsuits may require significant expenses and divert management's attention, and we may be required to pay damages
that could adversely affect our consolidated results of operations, financial condition and cash flows. In addition, any
insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against potential
loss exposures.
We may be exposed to product recalls and adverse public relations if our products are alleged to have defects, to cause
property damage, to cause injury or illness, or if we are alleged to have violated governmental regulations. A product
recall could result in substantial and unexpected expenditures, which would reduce operating profit and cash flow. In
addition, a product recall may require significant management attention. Product recalls may hurt the value of our brands
and lead to decreased demand for our products. Product recalls also may lead to increased scrutiny by federal, state or
international regulatory agencies of our operations and increased litigation and could have a material adverse effect on
our consolidated results of operations, financial condition and cash flows.
•
Our revenue, operating profits and cash flows could be adversely affected if our businesses are unable to protect or
obtain patent and other intellectual property rights.
Our businesses own patents, trademarks, licenses and other forms of intellectual property related to their products and
continuously invest in research and development that may result in innovations and general intellectual property rights.
Our businesses employ various measures to develop, maintain and protect their intellectual property rights. These
measures may not be effective in capturing intellectual property rights, and they may not prevent our businesses'
intellectual property from being challenged, invalidated, or circumvented, particularly in countries where intellectual
property rights are not highly developed or protected. Unauthorized use of our businesses' intellectual property rights
could adversely impact the competitive position of our businesses and could have a negative impact on our consolidated
results of operations, financial condition and cash flows.
•
We could be negatively impacted by environmental, social and governance (ESG) and sustainability matters.
Governments, shareholders, customers, employees and other stakeholders are increasingly focusing on corporate ESG
practices and disclosures, and expectations in this area continue to evolve and may diverge. Moreover, there are
increasing government efforts, domestically and internationally, pertaining to mandatory sustainability reporting. These
evolving expectations and reporting requirements may require us to expend substantial resources, could result in reduced
demand for certain of our products and services, and could adversely impact our reputation, business, financial condition
and results of operations if we are unable to respond to them effectively.
Industry Risks
•
Increasing product, service and price competition by international and domestic competitors, including new entrants,
and our inability to introduce new and competitive products could cause our businesses to generate lower revenue,
operating profits and cash flows.
Our competitive environment is complex because of the wide diversity of the products that our businesses manufacture
and the markets they serve. In general, most of our businesses compete with only a few companies. Our ability to
compete effectively depends on how successfully we anticipate and respond to various competitive factors, including
new products, digital solutions and support services that may be introduced by competitors, changes in customer
preferences, evolving regulations, new business models and technologies and pricing pressures. Emerging and evolving
technologies such as artificial intelligence, our use of which we expect to increase over time, are rapidly developing, and
our businesses may be adversely affected if we cannot successfully integrate these technologies into our business
processes and product and service offerings in a timely and cost-effective manner. Further, if our businesses are unable
to anticipate their competitors' developments or identify customer needs and preferences on a timely basis, successfully
introduce new products, digital solutions and support services in response to such competitive factors, or adopt to market
21

changes relating to climate change related policies, they could lose customers to competitors. If our businesses do not
compete effectively, we may experience lower revenue, operating profits and cash flows.
•
Our operating results depend in part on the timely development and commercialization, and customer acceptance, of
new and enhanced products, digital solutions and support services based on technological innovation.
The success of new and improved products, digital solutions and support services depends on their initial and continued
acceptance by our customers. Certain of our businesses sell in markets that are characterized by rapid technological
changes, frequent new product introductions, changing industry standards and corresponding shifts in customer demand,
which may result in unpredictable product transitions, shortened life cycles and increased importance of being first to
market. Failure to correctly identify and predict customer needs and preferences, to deliver high quality, innovative and
competitive products to the market, to adequately protect our intellectual property rights or to acquire rights to third-
party technologies, to provide adequate data security and privacy protections and to stimulate customer demand for, and
convince customers to adopt new products, digital solutions and support services could adversely affect our consolidated
results of operations, financial condition and cash flows. In addition, we may experience difficulties or delays in the
research, development, production or marketing of new products, digital solutions and support services which may
prevent us from recouping or realizing a return on the investments required to continue to bring new products and
services to market.
•
We could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases
in the cost of our raw materials or components, or if suppliers are not able to meet our quality and delivery
requirements.
We purchase raw materials, sub-assemblies and components for use in our manufacturing operations. Factors such as
freight costs, transportation availability, inventory levels, the level of imports, the imposition of duties, tariffs and other
trade barriers and general economic conditions may affect the price of these raw materials, sub-assemblies and
components. Significant price increases for certain commodities, other raw materials or components could adversely
affect operating profits of our businesses. While we generally attempt to mitigate the impact of increased raw material
prices by hedging or passing along the increased costs to customers, there may be a time delay between the increased raw
material prices and the ability to increase the prices of products, or we may be unable to increase the prices of products
due to a competitor's pricing pressure or other factors.
We use a wide range of raw materials and components in our manufacturing operations that come from numerous
suppliers. While we believe that sources of supply for raw materials and components are generally adequate, it is
difficult to predict what effects of extended lead times or shortages may have in the future. In addition, some of the raw
materials and components may be available only from limited or single source suppliers. If a single source or limited
source supplier were to cease or interrupt production for any reason or otherwise fail to supply those raw materials or
components to us on favorable purchase terms, including at favorable prices, in sufficient quantities and with adequate
lead times needed for efficient manufacturing, our ability to meet customer commitments, and satisfy market demands
for affected products could be negatively affected. The disruption of our global supply chain for any reason, including
for issues such as public health crises, health epidemics or global pandemics, labor disputes, loss of single source or
limited source supplier, inability to procure sufficient raw materials, quality control issues, ethical sourcing issues,
discontinuity or disruption in our internal information and data systems or those of our suppliers, cybersecurity incidents
including but not limited to ransomware attacks, misuse of artificial intelligence and machine learning technologies, a
supplier's financial distress, natural disasters, looting, vandalism or acts of war or terrorism, trade sanctions, tariffs or
other external factors over which we have no control, could interrupt product supply and, if not effectively managed and
remedied, have a material adverse impact on our business operations, financial condition and results of operations.
22

Legal and Regulatory Risks
•
Our businesses are subject to regulation and their profitability and reputation could be adversely affected by domestic
and foreign governmental and public policy changes, risks associated with emerging markets, changes in statutory
tax rates and unanticipated outcomes with respect to tax audits.
Our businesses' domestic and international sales and operations must comply with a wide variety of laws, regulations and
policies (including environmental, employment and health and safety regulations, data security laws, data privacy laws,
export/import laws, tax policies such as export subsidy programs and research and experimentation credits, sustainability
regulations, energy efficiency and design regulations and other similar programs). These laws, regulations and policies
are complex, change frequently, have tended to become more stringent over time and may be inconsistent across
jurisdictions. Failure to comply (or any alleged or perceived failure to comply) with any of the foregoing could result in
civil and criminal, monetary and non-monetary penalties as well as potential damage to our reputation and disruption to
our business. We cannot provide assurance that our costs of complying with new and evolving regulatory reporting
requirements and current or future laws will not exceed our estimates. Any of these factors could adversely affect
customer demand, our relationships with customers and suppliers, and our business and financial position.
Certain of our businesses have sales or operations in countries, including Brazil, India and China, and may in the future
invest in other countries, any of which may carry high levels of currency, political, compliance, or economic risk. While
these risks or the impact of these risks are difficult to predict, any one or more of them could adversely affect our
businesses and reputation.
Our effective tax rate is impacted by the mix of earnings among countries with differing statutory tax rates, changes in
the valuation allowance of deferred tax assets and changes in income tax laws. The amount of income taxes and other
taxes paid can be adversely impacted by changes in statutory tax rates and laws and are subject to ongoing audits by
governmental authorities. If these audits result in assessments different from amounts estimated, then our consolidated
results of operations, financial position and cash flows may be adversely affected by unfavorable tax adjustments.
Financial and Strategic Risks
•
Our exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results
into U.S. dollars could negatively impact our results of operations.
We conduct business through our subsidiaries in many different countries, and fluctuations in currency exchange rates
could have a significant impact on our reported consolidated results of operations, financial condition and cash flows,
which are presented in U.S. dollars. Cross-border transactions, both with external parties and intercompany relationships,
result in increased exposure to foreign exchange effects. Accordingly, significant changes in currency exchange rates,
particularly the euro, Chinese renminbi (yuan), Swedish krona, pound sterling, Indian rupee, Singapore dollar, Swiss
franc, and Canadian dollar, could cause fluctuations in the reported results of our businesses' operations that could
negatively affect our results of operations. Additionally, the strengthening of certain currencies such as the euro and
U.S. dollar potentially exposes us to competitive threats from lower cost producers in other countries. Our sales are
translated into U.S. dollars for reporting purposes. The strengthening of the U.S. dollar could result in unfavorable
translation effects as the results of foreign locations are translated into U.S. dollars.
23

•
Our growth and results of operations may be adversely affected if we are unsuccessful in our capital allocation and
acquisition program.
We expect to continue our strategy of seeking to acquire value creating add-on businesses that broaden our existing
position and global reach as well as, in the right circumstances, strategically pursue larger acquisitions that could have
the potential to either complement our existing businesses or allow us to pursue a new platform. However, there can be
no assurance that we will be able to continue to find suitable businesses to purchase, that we will be able to acquire such
businesses on acceptable terms, or that all closing conditions will be satisfied with respect to any pending acquisition. In
addition, we face the risk that a completed acquisition may underperform relative to expectations. We may not achieve
the synergies originally anticipated, may become exposed to unexpected liabilities or may not be able to sufficiently
integrate completed acquisitions into our current business and growth model. Further, if we fail to allocate our capital
appropriately, in respect of either our acquisition program or organic growth in our operations, we could be overexposed
in certain markets and geographies and unable to expand into adjacent products or markets. These factors could
potentially have an adverse impact on our consolidated results of operations, financial condition and cash flows.
•
The indemnification provisions of acquisition and disposition agreements by which we have acquired or sold or
disposed of companies may not fully protect us and may result in unexpected liabilities.
Certain of the acquisition agreements by which we have acquired companies require the former owners to indemnify us
against certain liabilities related to the operation of those companies before we acquired them. In most of these
agreements, however, the liability of the former owners is limited and certain former owners may be unable to meet their
indemnification responsibilities. Similarly, the purchasers of our disposed operations may from time to time agree to
indemnify us for operations of such businesses after the closing. We cannot be assured that any of these indemnification
provisions will fully protect us, and as a result we may face unexpected liabilities that adversely affect our consolidated
results of operations, financial condition and cash flows. In addition, we have retained certain liabilities directly or
through indemnifications made to the buyers of businesses we have sold or disposed against known and unknown
contingent liabilities such as tax liabilities and environmental matters.
There can be no assurance that the indemnity agreements will be sufficient to protect us against the full amount of any
liabilities that may arise, or that the indemnitors will be able to fully satisfy their indemnification obligations. The failure
to receive amounts for which we are entitled to indemnification could adversely affect our results of operations, cash
flows and financial condition.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not applicable.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy
We continue to face significant and persistent cybersecurity risks and our business has both an increasing reliance on systems
and an increasing digital footprint as a result of changing technologies, connected devices and digital offerings, as well as
expanded remote work policies. We regularly assess our threat landscape and monitor our systems and other technical
security controls, maintain information security policies and procedures, including a breach response plan, take steps to
ensure maintenance of backup and protective systems, and have a team of security personnel managing our efforts and
initiatives. We regularly review our policies, practices, and plans with assistance from third party experts and advisors for
certification purposes, including with respect to SOC 2 certifications and Payment Card Industry Data Security Standard
(PCI-DSS) certifications where relevant, and leverage third party resources to support our cyber risk defense, monitoring and
response processes. We conduct security assessments and periodic re-assessments on key third party partners and other
service providers with access to information assets of Dover. We review independent audit reports from key third party
partners and other service providers with access to information assets at least annually. In addition, our online employees are
required to participate in cyber, information security, and privacy training at least annually.
24

From an operational perspective, we use vulnerability scanning tools to assess potential data security risks. We correlate the
results and prioritize any key actions based on threat modeling analysis and monitor any such actions in-progress with the
system owners based on assigned timelines for remediation. However, patch and vulnerability management, including for
products and information assets, remains a complex and key risk that has in the past led to and may in the future lead to
exploits, security breaches and service disruption. We also integrate security measures into our digital products and services,
although product security risks will continue to evolve and grow more complex.
Our product security efforts are informed in part by key tenants of various industry security standards such as ISA 62443, UL
2000-1, and certain standards from the National Institute of Standards & Technology ("NIST"). As part of our efforts, we
conduct risk assessments and prioritize security validation for certain of our products. For example, we conduct security
testing and remediation on a risk-based prioritized basis prior to releasing certain products into the market, as well as
periodically post-release to discover potential issues in code, firmware, and protocols and to consider potential security
patches or future version updates. We have received SOC 2 certifications for some of our products and software offerings and
continue to strive to meet similar requirements for other digital offerings.
Our enterprise risk management program, led by a team of senior executives, includes the performance of an annual risk
assessment made at the corporate center and operating company levels, and is designed to identify enterprise level risks we
may face, including cybersecurity risk at a high level. Each quarter, this team reassesses the identified enterprise risks, the
severity of these risks, and the status of efforts to mitigate them. We also engage consultants and other third parties for
periodic risk and vulnerability testing and assessment.
We also maintain insurance coverage that is intended to address certain aspects of cybersecurity risks.
Notwithstanding any of these measures, our systems, networks, products and services remain potentially vulnerable to known
or unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on our consolidated
results of operations, financial condition and cash flows. We have experienced, and will continue to experience, cyber
incidents in the normal course of our business. As of the date of this report, we have not identified any specific risks from
cybersecurity threats, including those from any previous cybersecurity incidents, that have materially affected us, our
business strategy, results of operation or financial condition. However, there can be no assurances that a cybersecurity threat
or incident that could have a material impact on us will not occur in the future. For additional information on the risks we
face from cyber security threats, please see the risk factor titled, "Our operations, businesses, products and business strategy
are subject to cybersecurity risks" in Item 1A. "Risk Factors."
Governance
Our Board has established a risk management process to identify and manage material risks at the enterprise level, including
the potential impact of key cybersecurity threats. The full Board meets with the Senior Vice President & Chief Digital Officer
(CDO) and our Chief Information Security Officer (CISO) on at least an annual basis to discuss our cybersecurity posture.
The Board also periodically receives targeted briefings related to cybersecurity and reviews our incident response
capabilities.
Our CDO and CISO work to protect the Company’s information systems from cybersecurity threats and to promptly assist in
coordinating a response to any cybersecurity incidents in accordance with the Company’s cybersecurity incident response and
recovery plans and processes as described above. The CDO is responsible for corporate-wide data security, and the CISO is
responsible for developing, implementing and enforcing security policies at the corporate level and providing guidance for
the operating companies to manage our overall cybersecurity risks. The CDO and CISO are informed about and monitor the
prevention, mitigation, detection, and remediation of cybersecurity incidents through their management of the cybersecurity
incident response and recovery plans and processes, as described above. The CDO and CISO also periodically meet with
certain corporate officers, such as the Company’s Chief Financial Officer and General Counsel to review and discuss
cybersecurity issues.
25

The CDO has over 30 years of information technology experience, including at several Fortune 500 companies and including
experience with cybersecurity initiatives that address governance, operational practices, cyber-awareness and technology.
The CISO has over 25 years of cybersecurity and risk management experience, specializing in strategy, architecture, and
operational practices at multiple Fortune 500 companies. The CDO holds an undergraduate degree in electrical and
electronics engineering, a master’s degree in computer science and a master’s degree in business administration. The CISO
holds an undergraduate degree in political science and a master's degree in information security, along with Certified
Information Systems Security Professional (CISSP) and Information Systems Security Management Professional (ISSMP)
certifications.
The CDO and CISO annually brief our full Board of Directors on enterprise-wide cybersecurity risk management and our
overall cybersecurity risk environment.
ITEM 2. PROPERTIES
The number, type, location and size of the properties used by our operations as of December 31, 2025 are shown in the
following charts, by segment:
Number and nature of facilities
Square footage (in 000s)
Manufacturing
Warehouse
Sales / Service
Total
Owned
Leased
Engineered Products
21
5
6
32
2,046
597
Clean Energy & Fueling
44
15
32
91
1,758
2,155
Imaging & Identification
9
3
48
60
625
768
Pumps & Process Solutions
40
25
35
100
2,803
1,420
Climate & Sustainability
Technologies
25
11
16
52
1,646
2,955
Locations
Expiration dates of
leased facilities (in years)
North America
Europe
Asia
Other
Total
Minimum
Maximum
Engineered Products
14
10
2
1
27
1
6
Clean Energy & Fueling
38
19
8
2
67
1
9
Imaging & Identification
8
26
17
4
55
1
8
Pumps & Process Solutions
36
25
18
2
81
1
13
Climate & Sustainability
Technologies
17
11
11
2
41
1
10
Our owned and leased facilities are well-maintained and suitable for our operations.
ITEM 3. LEGAL PROCEEDINGS
See Note 16 — Commitments and Contingent Liabilities in the consolidated financial statements in Item 8 of this Form 10-K.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
26

INFORMATION ABOUT OUR EXECUTIVE OFFICERS
All of our officers are elected annually at the first meeting of the Board of Directors following our annual meeting of
shareholders, and are subject to removal at any time by the Board of Directors. Our executive officers as of February 13,
2026, and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:
Richard J. Tobin
62
President and Chief Executive Officer (since May 2018) and Director (since
August 2016) of Dover; prior thereto Chief Executive Officer (from 2013 to
2018) of CNH Industrial NV.
Jeffrey Yehle
60
Senior Vice President and Chief Human Resources Officer (since July 2024) of
Dover; prior thereto Executive Vice President, Chicago Market Leader of
Gallagher (from September 2020 to July 2024); prior thereto Regional Vice
President of Sharecare (from August 2019 to September 2020).
Ivonne M. Cabrera
59
Senior Vice President, General Counsel and Secretary (since January 2013) of
Dover.
Christopher B. Woenker
43
Senior Vice President and Chief Financial Officer (since January 31, 2025) of
Dover; prior thereto Segment Chief Financial Officer (from June 2017 to January
2025) of Dover.
Girish Juneja
56
Senior Vice President and Chief Digital Officer (since May 2017) of Dover;
prior thereto Senior Vice President/Chief Technology Officer and General
Manager of the Marketplace Solutions Business of Altisource (from January
2014 to April 2017).
James M. Moran
60
Vice President, Treasurer (since November 2015) of Dover; prior thereto Senior
Vice President and Treasurer (from June 2013 to August 2015) of Navistar
International Corporation ("NIC"); prior thereto Vice President and Treasurer
(from 2008 to June 2013) of NIC; also served as Senior Vice President and
Treasurer of Navistar, Inc. (from June 2013 to August 2015).
Ryan W. Paulson
52
Vice President and Controller (since July 2019) of Dover; prior thereto Assistant
Controller, Global Consolidations and Operations Accounting (from August
2017 to July 2019); prior thereto partner at PricewaterhouseCoopers LLP (from
July 2012 to June 2017).
Name
Age
Positions Held and Prior Business Experience
27

PART II
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
Market Information and Dividends
The principal market in which Dover common stock is traded is the New York Stock Exchange, under the trading symbol
"DOV".
Holders
As of February 2, 2026, there were 1,022 holders of record of Dover common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
Information relating to securities authorized for issuance under our equity compensation plans is contained in Part III, Item
12 of this Form 10-K.
Recent Sales of Unregistered Securities
None.
Issuer Purchases of Equity Securities
The following table provides information about the Company’s purchases of equity securities that are registered by the
Company pursuant to Section 12 of the Securities Exchange Act of 1934 during the fourth quarter of 2025:
October 1 to October 31
—
—
—
16,930,718
November 1 to November 30
2,334,010
$182.09
2,334,010
14,596,708
December 1 to December 31
—
—
—
14,596,708
For the Fourth Quarter
2,334,010
$182.09
2,334,010
14,596,708
Period
Total
Number of
Shares
Purchased
Average
Price Paid
per Share
Total Number of
Shares
Purchased as
Part of Publicly
Announced Plans
or Programs (2)
Maximum Number (or
Approximate Dollar
Value) of Shares that
May Yet Be Purchased
under the Plans or
Programs (1)
(1) In August 2023, the Company's Board of Directors approved a standing share repurchase authorization whereby the
Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026. As of
December 31, 2025, 14,596,708 shares remained authorized for repurchase under the August 2023 share repurchase
authorization.
(2) On November 10, 2025, the Company entered into a $500.0 million accelerated share repurchase agreement (the "2025
ASR Agreement") with JP Morgan Chase Bank, N.A. ("JP Morgan") to repurchase its shares in an accelerated share
repurchase program (the "2025 ASR Program"). The Company funded the 2025 ASR Program with cash on hand. Under the
terms of the 2025 ASR Agreement, the Company paid JP Morgan $500.0 million on November 12, 2025, and on that date
received initial delivery of 2,334,010 shares, representing a substantial majority of the shares expected to be retired over the
course of the 2025 ASR Program. The total number of shares ultimately repurchased under the 2025 ASR Program will be
based on the average of the daily volume-weighted average share price of Dover's common stock during the calculation
period of the 2025 ASR Program, less a discount and subject to potential adjustments pursuant to the terms of the 2025 ASR
Program. The 2025 ASR Program is scheduled to be completed in the second quarter of 2026, but is subject to early
termination in certain circumstances.
28

Performance Graph
This performance graph does not constitute soliciting material, is not deemed filed with the Securities and Exchange
Commission ("SEC"), and is not incorporated by reference in any of our filings under the Securities Act of 1933 or the
Exchange Act of 1934, whether made before or after the date of this Form 10-K and irrespective of any general
incorporation language in any such filing, except to the extent we specifically incorporate this performance graph by
reference therein.
Comparison of Five-Year Cumulative Total Return +
Dover Corporation, S&P 500 Index, S&P 500 Industrials Index
Total Shareholder Returns
Data Source: Research Data Group, Inc.
_______________________
+Total return assumes reinvestment of dividends.
This graph assumes $100 invested on December 31, 2020 in Dover common stock, the S&P 500 Index and the S&P 500
Industrials Index.
ITEM 6. [RESERVED]
Not required.
29
$0
$50
$100
$150
$200
$250
12/20
12/21
12/22
12/23
12/24
12/25
Dover Corporation
S&P 500
S&P 500 Industrials

ITEM 7.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is
intended to help the reader understand our results of operations and financial condition for the year ended December 31,
2025. The MD&A should be read in conjunction with our consolidated financial statements and Notes included in Item 8 of
this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results
could differ materially from those anticipated in these forward-looking statements as a result of various factors, including
those discussed elsewhere in this Form 10-K, particularly in Item 1A. "Risk Factors" and in the "Special Note Regarding
Forward-Looking Statements" preceding Part I of this Form 10-K. For more information regarding our consolidated results,
segment results, and liquidity and capital resources for the year ended December 31, 2024 as compared to the year ended
December 31, 2023 refer to Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the Company's 2024 Annual Report on Form 10-K.
Throughout this MD&A, we refer to measures used by management to evaluate performance, including a number of financial
measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP").
Please see "Non-GAAP Disclosures" at the end of this Item 7 for further detail on these financial measures. We believe these
measures provide investors with important information that is useful in understanding our business results and trends.
Reconciliations within this MD&A provide more details on the use and derivation of these measures.
OVERVIEW
Dover Corporation is a diversified global manufacturer and solutions provider delivering innovative equipment and
components, consumable supplies, aftermarket parts, software and digital solutions and support services.
For the year ended December 31, 2025, consolidated revenue was $8.1 billion, an increase of $346.7 million or 4.5%, as
compared to the prior year. The increase is driven by acquisition-related growth of 2.6%, organic revenue growth of 1.6%
and a favorable impact from foreign currency translation of 1.0%, partially offset by a disposition-related decline of 0.7%.
The results were primarily driven by robust trends in our secular-growth-exposed end markets, strategic pricing initiatives
and acquisitions within the Clean Energy & Fueling and Pumps & Process Solutions segments.
The 1.6% organic revenue growth was driven by increases of 6.7%, 4.6%, and 1.9% in our Pumps & Process Solutions,
Clean Energy & Fueling, and Imaging & Identification segments, respectively, partially offset by the Engineered Products
and Climate & Sustainability Technologies segments which declined 6.6% and 2.1%, respectively. For further information,
see "Segment Results of Operations" within this Item 7.
From a geographic perspective, organic revenue for the U.S., our largest market, grew 3.3% as compared to the prior year,
driven by broad-based growth primarily in our Clean Energy & Fueling and Pumps & Process Solutions segments. Organic
revenue in Asia grew 3.4%, while organic revenue in Europe and Other Americas declined 0.9% and 4.3%, respectively. All
other geographic markets grew 0.7% organically year over year.
Bookings increased 6.0% over the prior year to $8.1 billion for the year ended December 31, 2025. The bookings increase
was broad-based across the portfolio, with each segment except Engineered Products posting year-over-year growth.
Restructuring and other costs of $78.0 million included restructuring charges of $56.7 million and other costs of $21.2
million. Restructuring and other costs were primarily related to exit costs and headcount reductions across all segments, most
notably within the Climate & Sustainability Technologies and Clean Energy & Fueling segments. Other costs (benefits)
include $4.0 million in costs associated with a product line exit and $6.3 million in costs associated with a footprint
reduction, both in our Climate & Sustainability Technologies segment. For further discussion related to our restructuring and
other costs, see "Restructuring and Other Costs (Benefits)," within this Item 7.
During the year ended December 31, 2025, the Company completed four business acquisitions totaling $665.3 million, net of
cash acquired and inclusive of contingent consideration and measurement period adjustments. See Note 3 — Acquisitions in
the consolidated financial statements in Item 8 of this Form 10-K for further details regarding the businesses acquired during
the year.
30

On November 10, 2025, the Company entered into the 2025 ASR Agreement, a $500.0 million accelerated share repurchase
agreement with JP Morgan to repurchase its shares under the 2025 ASR Program. The Company funded the 2025 ASR
Program with cash on hand. Under the terms of the 2025 ASR Agreement, the Company paid JP Morgan $500.0 million on
November 12, 2025, and on that date received initial delivery of 2,334,010 shares, representing a substantial majority of the
shares expected to be retired over the course of the 2025 ASR Program. See Note 21 — Stockholders' Equity in the
consolidated financial statements in Item 8 of this Form 10-K for further details.
CONSOLIDATED RESULTS OF OPERATIONS
Years Ended December 31,
% / Point
Change
(dollars in thousands, except per share figures)
2025
2024
2025 vs. 2024
Revenue
$ 8,092,571
$ 7,745,909
4.5 %
Cost of goods and services
4,874,402
4,787,288
1.8 %
Gross profit
3,218,169
2,958,621
8.8 %
Gross profit margin
39.8 %
38.2 %
1.60
Selling, general and administrative expenses
1,844,808
1,752,266
5.3 %
Selling, general and administrative expenses as a percent of revenue
22.8 %
22.6 %
0.20
Operating earnings
1,373,361
1,206,355
13.8 %
Interest expense
109,772
131,171
(16.3)%
Interest income
(73,032)
(37,158)
96.5 %
Gain on dispositions
(4,644)
(597,798)
nm*
Other income, net
(32,987)
(46,876)
(29.6)%
Earnings before provision for income taxes
1,374,252
1,757,016
(21.8)%
Provision for income taxes
276,823
357,048
(22.5)%
Effective tax rate
20.1 %
20.3 %
(0.20)
Earnings from continuing operations
1,097,429
1,399,968
(21.6)%
(Loss) earnings from discontinued operations, net
(3,473)
1,297,158
nm*
Net earnings
$ 1,093,956
$ 2,697,126
(59.4)%
Earnings per common share from continuing operations - diluted
$
7.97
$
10.09
(21.0)%
*nm: not meaningful
Revenue
Revenue for the year ended December 31, 2025 increased $346.7 million, or 4.5%, to $8.1 billion compared with 2024.
Organic revenue growth of 1.6% is primarily driven by robust trends in our secular-growth-exposed end markets and above
and below-ground retail fueling and pricing actions, partially offset by lower volumes in our vehicle service business and
project timing in retail refrigeration equipment and services. The increase in revenue was also driven by acquisition-related
growth of 2.6% primarily in our Pumps & Process Solutions and Clean Energy & Fueling segments and a favorable impact
from foreign currency translation of 1.0%, partially offset by a disposition-related decline of 0.7% in our Engineered Products
segment. Customer pricing favorably impacted revenue in 2025 by approximately 1.9% and by 1.6% in the prior year.
Gross Profit
Gross profit for the year ended December 31, 2025, increased $259.5 million, or 8.8%, to $3.2 billion compared with 2024,
primarily driven by favorable price versus cost dynamics, volume growth, product mix, and productivity actions. Gross profit
margin increased 160 basis points to 39.8% as compared to the prior year driven by favorable price versus cost dynamics,
productivity initiatives, favorable portfolio mix and benefits from restructuring actions.
31

Selling, General and Administrative Expenses
Selling, general and administrative expenses for the year ended December 31, 2025 increased $92.5 million, or 5.3% to $1.8
billion compared with 2024, primarily due to increased employee compensation and benefits and acquisition-related
amortization. As a percentage of revenue, selling, general and administrative expenses increased 20 basis points to 22.8%.
Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to
$165.3 million and $149.6 million for the years ended December 31, 2025, and 2024, respectively. These costs as a percent of
revenue were 2.0% and 1.9% for the years December 31, 2025 and 2024, respectively.
Non-Operating Items
Interest Expense, net
For the year ended December 31, 2025, interest expense, net of interest income, decreased $57.3 million, or 60.9%, to $36.7
million compared with 2024 primarily driven by higher interest income generated by the investment of proceeds from the sale
of Environmental Solutions Group ("ESG") held in highly liquid short-term investments and reduced interest expense
resulting from a lack of commercial paper borrowings.
Gain on Dispositions
Gain on dispositions for the years ended December 31, 2025 and 2024 were $4.6 million and $597.8 million, respectively.
The gain on dispositions for the year ended December 31, 2024 was driven by the sale of the De-Sta-Co business on March
31, 2024 and the sale of a minority owned equity method investment on September 30, 2024. See Note 4 — Discontinued
and Disposed Operations in the consolidated financial statements in Item 8 of this Form 10-K for further details.
Other Income, net
Other income, net includes non-service pension benefit, deferred compensation plan investments gain or loss, earnings or
charges from equity method investments, foreign exchange gain or loss, and various other items. Other income, net for the
years ended December 31, 2025 and 2024 was $33.0 million and $46.9 million, respectively. For the year ended
December 31, 2025, other income decreased compared to 2024 primarily due to decreased deferred compensation plan
investment gain, decreased earnings from our equity method investments and foreign currency exchange loss.
Income Taxes
Our businesses have a global presence with 38.6% and 35.8% of our pre-tax earnings in 2025 and 2024, respectively,
generated in foreign jurisdictions. Foreign earnings are generally subject to local country tax rates that differ from the 21.0%
U.S. statutory tax rate.
Our effective tax rate was 20.1% for the year ended December 31, 2025, compared to 20.3% for the year ended December 31,
2024. Our effective tax rate differs from the U.S. statutory tax rate primarily driven by mix of earnings and reorganizations.
On July 4, 2025, the One Big Beautiful Bill was enacted into law, introducing changes to the U.S. tax code, including making
permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as 100% bonus depreciation and the
immediate expensing of domestic research and development costs. The changes do not have a material impact to our
consolidated financial statements.
The Company is continuing to monitor the changes in tax laws resulting from the Organization for Economic Cooperation
and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting. The changes do not have a
material impact on our effective tax rate.
See Note 14 — Income Taxes in the consolidated financial statements in Item 8 of this Form 10-K for additional details.
32

Earnings from Continuing Operations
For the year ended December 31, 2025, earnings from continuing operations decreased $302.5 million, or 21.6%, to $1.1
billion, or $7.97 per diluted share, compared with earnings from continuing operations of $1.4 billion, or $10.09 per diluted
share, for the year ended December 31, 2024. Earnings from continuing operations decreased primarily due to the after-tax
gain on dispositions of De-Sta-Co and a minority owned equity method investment totaling $462.4 million in the prior year,
partially offset by higher operating earnings in the current period.
Discontinued Operations
Loss from discontinued operations, net for the year ended December 31, 2025 was $3.5 million. Earnings from discontinued
operations, net for the year ended December 31, 2024 was $1.3 billion representing the results of ESG through the date of
disposition. Refer to Note 4 — Discontinued and Disposed Operations in Item 8 of this form 10-K for additional information
on discontinued and disposed operations.
SEGMENT RESULTS OF OPERATIONS
The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments
(Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate &
Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve
multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 19 —
Segment Information in the consolidated financial statements in Item 8 of this Form 10-K.
We report organic revenue growth, a non-GAAP measure, which excludes the impact of foreign currency exchange rates and
the impact of acquisitions and divestitures. We believe that reporting organic revenue growth provides a useful comparison of
our revenue performance and trends between periods.
Additionally, we use the following operational metrics in monitoring the performance of the business. We believe the
operational metrics are useful to investors and other users of our financial information in assessing the performance of our
segments:
•
Bookings represent total orders received from customers in the current reporting period and exclude de-bookings
related to orders received in prior periods, if any. This metric is an important measure of performance and an
indicator of revenue order trends.
•
Book-to-bill is a ratio of the amount of bookings received from customers during a period divided by the amount of
revenue recorded during that same period. This metric is a useful indicator of demand.
33

Engineered Products
Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the
vehicle aftermarket, aerospace and defense, industrial winch and hoist, precision soldering and fluid dispensing end-markets.
Years Ended December 31,
% Change
(dollars in thousands)
2025
2024
2025 vs. 2024
Revenue
$1,085,844
$1,202,457
(9.7)%
Segment earnings
$ 217,266
$ 231,237
(6.0)%
Segment margin
20.0 %
19.2 %
Operational metric:
Bookings
$1,095,624
$1,171,777
(6.5)%
Components of revenue decline:
Organic decline
(6.6)%
Acquisitions
0.4 %
Dispositions
(4.3)%
Foreign currency translation
0.8 %
Total revenue decline
(9.7)%
2025 Versus 2024
Engineered Products revenue for the year ended December 31, 2025 decreased $116.6 million, or 9.7%, compared to the
prior year due to an organic revenue decline of 6.6% and a disposition-related decline of 4.3%, partially offset by a favorable
impact from foreign currency translation of 0.8% and acquisition-related growth of 0.4%. The disposition-related decline was
due to the divestiture of De-Sta-Co in the first quarter of 2024. Customer pricing favorably impacted revenue in 2025 by
approximately 2.8%.
The organic revenue decline was primarily due to lower volumes in our vehicle service business, partially offset by pricing
actions and favorable demand trends in aerospace and defense components and software. We expect improvements in organic
growth trends in 2026 driven by favorable demand trends in several of our key end markets, most notably in aerospace and
defense, as well as an improving demand outlook in vehicle service.
Engineered Products segment earnings for the year ended December 31, 2025 decreased $14.0 million, or 6.0%, compared to
the prior year. The decrease was primarily due to disposition-related impacts and lower volumes in vehicle service, partially
offset by favorable price versus cost dynamics, productivity and cost management initiatives and benefits from restructuring
actions. Segment margin increased to 20.0% from 19.2% in the prior year.
Overall, bookings for the year ended December 31, 2025 decreased $76.2 million, or 6.5%, compared to the prior year. The
bookings decline was due to the above mentioned divestiture and reduced demand in our vehicle service business, partially
offset by strength in aerospace and defense. Segment book-to-bill was 1.01.
34

Clean Energy & Fueling
Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and
reliable storage, transport, dispensing, and remote monitoring of traditional and clean fuels (including liquefied natural gas,
hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe
and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
Years Ended December 31,
% Change
(dollars in thousands)
2025
2024
2025 vs. 2024
Revenue
$2,130,507
$1,936,784
10.0 %
Segment earnings
$ 418,070
$ 359,993
16.1 %
Segment margin
19.6 %
18.6 %
Operational metric:
Bookings
$2,167,272
$1,938,495
11.8 %
Components of revenue growth:
Organic growth
4.6 %
Acquisitions
5.1 %
Foreign currency translation
0.3 %
Total revenue growth
10.0 %
2025 Versus 2024
Clean Energy & Fueling revenue for the year ended December 31, 2025 increased $193.7 million, or 10.0%, compared to the
prior year, attributable to acquisition-related growth of 5.1%, organic growth of 4.6% and a favorable impact from foreign
currency translation of 0.3%. Acquisition-related growth was primarily driven by the acquisition of Marshall Excelsior
Company in the third quarter of 2024. Customer pricing favorably impacted revenue in 2025 by approximately 1.7%.
The organic revenue growth was primarily driven by pricing actions and favorable demand trends in our above and below-
ground retail fueling, fluid transport, and clean energy components businesses. We expect positive demand trends to continue
in 2026 driven by a favorable outlook across major end markets.
Clean Energy & Fueling segment earnings for the year ended December 31, 2025 increased $58.1 million, or 16.1%,
compared to the prior year. The increase was primarily driven by volume growth, favorable price versus cost dynamics, the
positive impact from acquisitions and benefits from restructuring actions. Segment margin increased to 19.6% from 18.6% in
the prior year.
Overall bookings for the year ended December 31, 2025 increased 11.8% compared to the prior year. The bookings growth
was primarily driven by acquisition-related growth in clean energy platforms and demand in North America above and
below-ground retail fueling equipment, partially offset by reduced vehicle wash orders. Segment book-to-bill was 1.02.
35

Imaging & Identification
Our Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and
digital textile printing equipment, as well as related consumables, software and services to the global packaged and consumer
goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
Years Ended December 31,
% Change
(dollars in thousands)
2025
2024
2025 vs. 2024
Revenue
$1,173,443
$1,137,165
3.2 %
Segment earnings
$ 314,735
$ 301,707
4.3 %
Segment margin
26.8 %
26.5 %
Operational metric:
Bookings
$1,174,537
$1,144,147
2.7 %
Components of revenue growth:
Organic growth
1.9 %
Acquisitions
0.1 %
Foreign currency translation
1.2 %
Total revenue growth
3.2 %
2025 Versus 2024
Imaging & Identification revenue for the year ended December 31, 2025 increased $36.3 million, or 3.2% compared to the
prior year, comprised of organic growth of 1.9%, a favorable impact from foreign currency translation of 1.2% and
acquisition-related growth of 0.1%. Customer pricing favorably impacted revenue in 2025 by approximately 3.1%.
The organic revenue growth was primarily driven by pricing, along with volume growth in core marking and coding
equipment and serialization software. We expect demand trends to remain favorable in 2026 driven by solid demand trends
across the segment.
Imaging & Identification segment earnings for the year ended December 31, 2025 increased $13.0 million, or 4.3%,
compared to the prior year. This increase was primarily driven by favorable price versus cost dynamics and productivity
initiatives. Segment margin increased to 26.8% from 26.5% in the prior year.
Overall bookings for the year ended December 31, 2025 increased 2.7% compared to the prior year. The bookings increase
was primarily driven by our core marking and coding business. Segment book-to-bill was 1.00.
36

Pumps & Process Solutions
Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly
engineered precision components, instruments and digital controls for rotating and reciprocating machines, polymer
processing equipment, measurement, inspection, and control technologies, serving single-use biopharmaceutical production,
diversified industrial manufacturing applications, chemical production, plastics and polymer processing, midstream and
downstream oil and gas, clean energy markets, thermal management, wire and cable, food and beverage, semiconductor
production and medical applications and other end-markets.
Years Ended December 31,
% Change
(dollars in thousands)
2025
2024
2025 vs. 2024
Revenue
$2,148,670
$1,894,566
13.4 %
Segment earnings
$ 651,600
$ 536,606
21.4 %
Segment margin
30.3 %
28.3 %
Operational metric:
Bookings
$2,041,184
$1,856,680
9.9 %
Components of revenue growth:
Organic growth
6.7 %
Acquisitions
5.2 %
Foreign currency translation
1.5 %
Total revenue growth
13.4 %
2025 Versus 2024
Pumps & Process Solutions revenue for the year ended December 31, 2025 increased $254.1 million, or 13.4%, compared to
the prior year, attributable to organic growth of 6.7%, acquisition-related growth of 5.2% and a favorable impact from foreign
currency translation of 1.5%. Acquisition-related growth was driven by the acquisitions of Cryogenic Machinery Corp.
("Cryo-Mach") in the first quarter of 2025 and Sikora AG ("Sikora") and ipp Pump Products GmbH ("ipp") in the second
quarter of 2025. Customer pricing favorably impacted revenue by approximately 1.9% in 2025.
The organic revenue growth was primarily driven by single-use biopharma components, thermal connectors used in liquid
cooling of data centers, as well as precision components and digital controls for midstream natural gas compression and
power generation, partially offset by expected declines in our polymer processing equipment business as customers shift
focus to optimizing the significant capacity investments made over the last several years. We expect demand conditions to
remain constructive across end markets in 2026.
Pumps & Process Solutions segment earnings for the year ended December 31, 2025 increased $115.0 million, or 21.4%,
compared to the prior year. The increase was primarily driven by higher volumes, productivity initiatives, favorable portfolio
mix and the impact from acquisitions. Segment margin increased to 30.3% from 28.3% in the prior year.
Overall bookings for the year ended December 31, 2025 increased 9.9% as compared to the prior year. The bookings increase
was primarily driven by positive demand trends in biopharmaceutical end markets, growth in high performance computing
and data center application demand and the favorable impact from acquisitions. Segment book-to-bill was 0.95.
37

Climate & Sustainability Technologies
Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components,
solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-
markets.
Years Ended December 31,
% Change
(dollars in thousands)
2025
2024
2025 vs. 2024
Revenue
$1,559,841
$1,579,649
(1.3)%
Segment earnings
$ 265,647
$ 250,875
5.9 %
Segment margin
17.0 %
15.9 %
Operational metric:
Bookings
$1,665,049
$1,570,632
6.0 %
Components of revenue decline:
Organic decline
(2.1)%
Foreign currency translation
0.8 %
Total revenue decline
(1.3)%
2025 Versus 2024
Climate & Sustainability Technologies revenue for the year ended December 31, 2025 decreased $19.8 million, or 1.3%,
compared to the prior year, reflecting an organic revenue decline of 2.1%, partially offset by a favorable impact from foreign
currency translation of 0.8%. Customer pricing favorably impacted revenue in 2025 by approximately 0.6%.
The organic revenue decline was primarily due to project timing in retail refrigeration door cases and services, partially offset
by continued strong demand for low-GWP CO2 refrigerant systems and improving demand across beverage can-making and
heat exchanger applications. We expect demand conditions to trend favorably in 2026 primarily driven by continued strong
demand in CO2 refrigerant systems, expected recovery in refrigerated door cases and services, as well as a favorable outlook
for heat exchangers due to accelerating demand in data center cooling applications and continued improvement in European
residential heat pumps.
Climate & Sustainability Technologies segment earnings for the year ended December 31, 2025 increased $14.8 million, or
5.9%, compared to the prior year. The segment earnings increase was primarily driven by higher heat exchanger and
beverage can-making volumes, productivity and cost management initiatives and the favorable mix impact from CO2
refrigerant systems growth. Segment margin increased to 17.0% from 15.9% in the prior year.
Overall, bookings for the year ended December 31, 2025 increased 6.0% compared to the prior year. The bookings increase
was driven by favorable heat exchanger and CO2 refrigerant systems demand trends. Segment book-to-bill was 1.07.
38

Reconciliation of Segment Earnings to Earnings from Continuing Operations
Years Ended December 31,
(dollars in thousands)
2025
2024
Earnings from Continuing Operations:
Segment earnings:
Engineered Products
$
217,266
$
231,237
Clean Energy & Fueling
418,070
359,993
Imaging & Identification
314,735
301,707
Pumps & Process Solutions
651,600
536,606
Climate & Sustainability Technologies
265,647
250,875
Total segment earnings
1,867,318
1,680,418
Purchase accounting expenses (1)
218,445
186,241
Restructuring and other costs (2)
77,986
84,983
Gain on dispositions (3)
(4,644)
(597,798)
Corporate expense / other (4)
164,539
155,963
Interest expense
109,772
131,171
Interest income
(73,032)
(37,158)
Earnings before provision for income taxes
1,374,252
1,757,016
Provision for income taxes
276,823
357,048
Earnings from continuing operations
$
1,097,429
$
1,399,968
(1) Purchase accounting expenses are primarily comprised of amortization of intangible assets.
(2) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits,
and other asset charges.
(3)Gain on dispositions includes post-closing adjustments; see Note 4 — Discontinued and Disposed Operations in the consolidated
financial statements in Item 8 of this Form 10-K for further details.
(4) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and
functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital and IT
overhead costs, deal related expenses and various administrative expenses relating to the corporate headquarters.
Restructuring and Other Costs (Benefits)
Restructuring and other costs are not presented in our segment earnings because these costs are excluded from the segment
operating performance measure reviewed by management. During the year ended December 31, 2025, restructuring charges
of $56.7 million were primarily related to exit costs and headcount reductions across all segments, most notably within the
Climate & Sustainability Technologies and Clean Energy & Fueling segments. These restructuring programs were initiated in
2024 and 2025 and the Company will continue to make proactive adjustments to its cost structure to align with current
demand trends. Additional programs, beyond the scope of the announced programs, may be implemented during 2026 with
related restructuring charges. Other costs, net of $21.2 million for the year ended December 31, 2025, include $4.0 million in
costs associated with a product line exit and $6.3 million in costs associated with a footprint reduction, both in our Climate &
Sustainability Technologies segment. These restructuring and other charges were primarily recorded in cost of goods and
services and selling, general and administrative expenses in the consolidated statement of earnings.
39

We recorded the following restructuring and other costs for the year ended December 31, 2025:
Year Ended December 31, 2025
(dollars in thousands)
Engineered
Products
Clean
Energy &
Fueling
Imaging &
Identification
Pumps &
Process
Solutions
Climate &
Sustainability
Technologies
Corporate
Total
Restructuring
$
4,983
$
13,755
$
4,652
$
9,735
$
22,508
$
1,110
$
56,743
Other costs, net
407
3,556
1,875
49
11,368
3,988
21,243
Restructuring and other costs
$
5,390
$
17,311
$
6,527
$
9,784
$
33,876
$
5,098
$
77,986
During the year ended December 31, 2024, restructuring charges of $69.8 million were primarily related to headcount
reductions and product line and other exit costs in the Clean Energy & Fueling and Climate & Sustainability Technologies
segments. These restructuring programs were initiated in 2023 and 2024 and were undertaken in light of current market
conditions. Other costs, net of $15.2 million were primarily due to non-cash asset impairment charges and reorganization
costs in the Climate & Sustainability Technologies and Imaging & Identification segments, respectively. These restructuring
and other charges were primarily recorded in cost of goods and services and selling, general and administrative expenses in
the consolidated statement of earnings.
We recorded the following restructuring and other costs for the year ended December 31, 2024:
Year Ended December 31, 2024
(dollars in thousands)
Engineered
Products
Clean
Energy &
Fueling
Imaging &
Identification
Pumps &
Process
Solutions
Climate &
Sustainability
Technologies
Corporate
Total
Restructuring
$
7,847
$
30,858
$
9,960
$
4,956
$
15,197
$
992
$
69,810
Other costs, net
9
2,714
4,900
61
4,916
2,573
15,173
Restructuring and other costs
$
7,856
$
33,572
$
14,860
$
5,017
$
20,113
$
3,565
$
84,983
See Note 11 — Restructuring Activities in the consolidated financial statements in Item 8 of this Form 10-K for additional
details regarding our recent restructuring activities.
Purchase Accounting Expenses
Purchase accounting expenses are primarily comprised of amortization of intangible assets. These expenses are not presented
in our segment earnings because they are excluded from the segment operating performance measure reviewed by
management. These expenses are as follows:
Years Ended December 31,
(dollars in thousands)
2025
2024
Purchase accounting expenses
Engineered Products
$
11,117
$
10,727
Clean Energy & Fueling
101,219
93,719
Imaging & Identification
22,702
23,015
Pumps & Process Solutions (1)
65,742
38,803
Climate & Sustainability Technologies
17,665
19,977
Total
$
218,445
$
186,241
(1) Purchase accounting expenses in our Pumps & Process Solutions segment increased by $26.9 million for the year ended December 31,
2025 from the prior year, primarily due to the acquisition of Sikora in Q2 2025.
40

FINANCIAL CONDITION
We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities.
Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, acquisitions,
dispositions, dividends, repurchase of outstanding shares, adequacy of available commercial paper and bank lines of credit
and the ability to attract long-term capital with satisfactory terms. We generate substantial cash from the operations of our
businesses and remain in a strong financial position, with sufficient liquidity available for upcoming debt maturities and for
reinvestment in existing businesses and strategic acquisitions.
Cash Flow Summary
The following table is derived from our consolidated statements of cash flows:
Years Ended December 31,
Cash Flows from Operations (in thousands)
2025
2024
Net cash flows provided by (used in):
Operating activities
$
1,338,005
$
1,087,833
Investing activities
(886,594)
(26,983)
Financing activities
(624,870)
(1,271,673)
Operating Activities
Cash flow from operating activities for the year ended December 31, 2025 increased by $250.2 million compared to 2024.
This increase was primarily driven by higher operating earnings during the year ended December 31, 2025 and timing of tax
payments on prior year dispositions.
Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as accounts receivable,
plus inventory, less accounts payable) provides a meaningful measure of liquidity by showing changes caused by operational
results. The following table provides a calculation of adjusted working capital:
Adjusted Working Capital (in thousands)
December 31, 2025
December 31, 2024
Receivables, net
$
1,371,352
$
1,354,225
Inventories, net
1,272,784
1,144,838
Less: Accounts payable
875,678
848,006
Adjusted working capital
$
1,768,458
$
1,651,057
Adjusted working capital increased by $117.4 million, or 7.1%, to $1.8 billion at December 31, 2025, which reflected an
increase in accounts receivable of $17.1 million, an increase in inventory of $127.9 million and an increase in accounts
payable of $27.7 million. These amounts include the effects of acquisitions and foreign currency translation. The increase in
adjusted working capital versus year-end 2024 is primarily driven by higher inventory purchases to support the increase in
order rates.
Investing Activities
Cash flow from investing activities is derived from cash inflows from proceeds from dispositions, offset by cash outflows for
acquisitions and capital expenditures. The majority of the activity in investing activities was comprised of the following:
•
Proceeds from dispositions: We received net proceeds of $6.0 million and $93.0 million in 2025 and 2024,
respectively, related to the sale of a minority owned equity method investment in the third quarter of 2024 within the
Climate & Sustainability Technologies segment. In 2024, we also received net proceeds of $675.9 million from the
sale of De-Sta-Co, an operating company within the Engineered Products segment. See Note 4 — Discontinued and
Disposed Operations in the consolidated financial statements in Item 8 of this Form 10-K for additional information.
41

•
Acquisitions: In 2025, we deployed approximately $663.3 million, net of cash acquired to acquire three businesses
within the Pumps & Process Solutions segment and one business within the Clean Energy & Fueling segment. In
comparison, we acquired eight businesses in 2024 for total consideration of $635.3 million, net of cash acquired. See
Note 3 — Acquisitions in the consolidated financial statements in Item 8 of this Form 10-K for additional
information.
•
Capital spending: Capital expenditures increased $52.7 million to $220.3 million in 2025 compared to $167.5
million in 2024, primarily to support growth initiatives, productivity and new product launches.
We anticipate that capital expenditures and any additional acquisitions we make in 2026 will be funded from available cash
and internally generated funds and, if necessary, through the issuance of commercial paper, or by accessing the public debt or
equity markets. We estimate capital expenditures in 2026 to range from $190.0 million to $210.0 million.
Financing Activities
Cash flow from financing activities generally relates to the use of cash for purchases of our common stock and payment of
dividends, offset by net borrowing activity. The majority of financing activity was attributed to the following:
•
Repurchase of common stock, including accelerated share repurchase program: During 2025, the Company
received initial delivery of 2,334,010 shares, representing a substantial majority of the shares expected to be retired
over the course of the 2025 ASR Program for $500.0 million. Exclusive of the 2025 ASR Program, the Company
repurchased 200,000 shares of common stock at a total cost of $40.7 million. During the year ended December 31,
2024, the Company received a total of 2,869,282 shares upon completion of the 2024 ASR Program for $500.0
million.
•
Long-term debt, commercial paper and other short-term borrowings, net: During 2025, we issued €550.0 million of
3.50% euro-denominated notes due 2033 ("2033 Notes"). The proceeds of €546.6 million from the issuance of the
2033 Notes, net of discounts and issuance costs, were used for general corporate purposes. On November 15, 2025,
the outstanding 3.150% notes with a principal value of $400.0 million matured. The repayment of the notes at
maturity was funded by the Company's existing cash balances. There were no repayments or issuances of long-term
debt in 2024. During 2025, we used $0.6 million to pay off other short-term borrowings. In 2024, we used $467.6
million to pay off primarily commercial paper borrowings.
•
Dividend payments: Total dividend payments to common shareholders were $283.0 million in 2025 and $283.1
million in 2024. Our dividends paid per common share increased 1% to $2.07 per share in 2025 compared to $2.05
per share in 2024. The number of common shares outstanding decreased from 2024 to 2025, as share repurchases
exceeded share issuances.
Cash Flows from Discontinued Operations
Net cash (used in) provided by discontinued operations for the years end December 31, 2025 and 2024 amounted to $(14.2)
million and $1.6 billion, respectively. Cash flows from discontinued operations generated in 2024 primarily relate to cash
provided by investing activities of $2.0 billion, which is comprised primarily of proceeds from the sale of ESG and partially
offset by cash used in operating activities of $339.5 million, comprised of $439.9 million in tax payments made related to the
gain on disposition, partially offset by cash flows from ESG's operating results.
42

Liquidity and Capital Resources
Free Cash Flow
In addition to measuring our cash flow generation and usage based upon the operating, investing and financing classifications
included in the consolidated statements of cash flows, we also measure free cash flow (a non-GAAP measure) which
represents net cash provided by operating activities minus capital expenditures. Free cash flow as a percentage of revenue
equals free cash flow divided by revenue. Free cash flow as a percentage of earnings from continuing operations equals free
cash flow divided by earnings from continuing operations. We believe that free cash flow is an important measure of liquidity
because it provides management and investors a measurement of cash generated from operations that may be available for
mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt
and repurchasing our common stock.
The following table reconciles our free cash flow to cash flow provided by operating activities:
Years Ended December 31,
Free Cash Flow (dollars in thousands)
2025
2024
Cash flow provided by operating activities
$
1,338,005
$
1,087,833
Less: Capital expenditures
(220,263)
(167,533)
Free cash flow
$
1,117,742
$
920,300
Cash flow from operating activities as a percentage of revenue
16.5 %
14.0 %
Cash flow from operating activities as a percentage of earnings from continuing operations
121.9 %
77.7 %
Free cash flow as a percentage of revenue
13.8 %
11.9 %
Free cash flow as a percentage of earnings from continuing operations
101.9 %
65.7 %
For the year ended December 31, 2025, we generated free cash flow of $1.1 billion, representing 13.8% of revenue and
101.9% of earnings from continuing operations. Free cash flow increased by $197.4 million compared to 2024, primarily
driven by higher operating earnings and the timing of tax payments on prior year dispositions, partially offset by higher
capital expenditures. The increases in cash flow from operating activities and free cash flow as percentages of earnings from
continuing operations are due primarily to the gain on disposition of De-Sta-Co impacting the prior year. See Note 4 —
Discontinued and Disposed Operations in the consolidated financial statements in Item 8 of this Form 10-K for additional
information.
Capitalization
We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the
repurchase of our common stock. As of December 31, 2025, we maintained $1.0 billion five-year and $500.0 million 364-day
unsecured revolving credit facilities (together, the "Credit Agreements") with a syndicate of banks which expire April 6, 2028
and April 2, 2026, respectively. The Company may elect to extend the maturity date of any loans under the 364-day credit
facility until April 2, 2027, subject to conditions specified therein. The Credit Agreements are designated as a liquidity back-
stop for the Company's commercial paper program and also are available for general corporate purposes.
At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The
Credit Agreements require the Company to pay facility fees and impose various restrictions on the Company such as, among
other things, a requirement to maintain an interest coverage ratio of consolidated EBITDA to consolidated net interest
expense of not less than 3.0 to 1. The Company was in compliance with all covenants in the Credit Agreements and other
long-term debt covenants at December 31, 2025 and had an interest coverage ratio of consolidated EBITDA to consolidated
net interest expense of 48.8 to 1. We are not aware of any potential impairment to our liquidity and expect to remain in
compliance with all of our debt covenants.
We also have a current shelf registration statement filed with the SEC that allows for the issuance of additional debt securities
that may be utilized in one or more offerings on terms to be determined at the time of the offering. Net proceeds of any
offering would be used for general corporate purposes, including repayment of existing indebtedness, capital expenditures
and acquisitions.
43

On November 12, 2025, the Company issued €550.0 million of 3.50% euro-denominated notes due 2033. The proceeds of
€546.6 million from the issuance of the 2033 Notes, net of discounts and issuance costs, were used for general corporate
purposes.
On November 15, 2025, the outstanding 3.150% notes with a principal value of $400.0 million matured. The repayment of
the notes at maturity was funded by the Company's existing cash balances.
At December 31, 2025, our cash and cash equivalents totaled $1.7 billion, of which approximately $447.8 million was held
outside the United States. At December 31, 2024, our cash and cash equivalents totaled $1.8 billion, of which $300.5 million
was held outside the United States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks.
We regularly hold cash in excess of near-term requirements in bank deposits or invest the funds in government money market
instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the
time of purchase of no greater than three months.
For the year ended December 31, 2025, the Company completed four business acquisitions for total consideration of $665.3
million, net of cash acquired and inclusive of contingent consideration of $2.0 million and measurement period adjustments.
See Note 3 — Acquisitions in the consolidated financial statements in Item 8 of this Form 10-K for additional information.
We utilize the net debt to net capitalization calculation (a non-GAAP measure) to evaluate our capital structure and assess our
overall financial leverage and capacity and believe the calculation is useful to investors for the same reasons. Net debt
represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. The
following table provides a calculation of net debt to net capitalization from the most directly comparable GAAP measures:
Net Debt to Net Capitalization Ratio
(dollars in thousands)
December 31, 2025
December 31, 2024
Short-term borrowings and current portion of long-term debt
$
706,677
$
400,056
Long-term debt
2,621,295
2,529,346
Total debt
3,327,972
2,929,402
Less: Cash and cash equivalents
(1,676,808)
(1,844,877)
Net debt
1,651,164
1,084,525
Add: Stockholders' equity
7,405,206
6,953,996
Net capitalization
$
9,056,370
$
8,038,521
Net debt to net capitalization
18.2 %
13.5 %
Our net debt to net capitalization ratio increased to 18.2% at December 31, 2025 compared to 13.5% at December 31, 2024.
Net debt increased $566.6 million during the period primarily due to the issuance of the 2033 Notes and the increase in value
of the euro-denominated debt resulting from foreign currency translation adjustments offset by a decrease in cash and cash
equivalents from acquisition-related investments and repayment of the current portion of long-term debt. Stockholders' equity
increased for the period as a result of current earnings of $1.1 billion, partially offset by share repurchases, including shares
repurchased under the ASR Program, and dividends paid during the period.
Our ability to obtain debt financing at comparable risk-based interest rates is partly a function of our existing cash flow-to-
debt and debt-to-capitalization levels as well as our current credit standing. Set forth below are our credit ratings, as of
December 31, 2025, which were independently developed by the respective credit agencies. The Moody's rating and outlook
were issued in December 2018, and the Standard & Poor's rating was issued in December 2017 and the outlook was most
recently revised in May 2021. The ratings and outlooks from both agencies were affirmed in 2025.
Short-Term
Rating
Long-Term
Rating
Outlook
Moody's
P-2
Baa1
Stable
Standard & Poor's
A-2
BBB+
Stable
44

As of December 31, 2025, we had approximately $230.0 million outstanding in letters of credit, surety bonds, and
performance and other guarantees which primarily expire on various dates through 2035. These letters of credit and bonds are
primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable
for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which is
believed to be remote.
As of December 31, 2025, our estimate of future interest payments on long-term debt, including the current portion, is $927.1
million.
Operating cash flow and access to capital markets are expected to satisfy our various cash flow requirements, including
acquisitions, capital expenditures, purchase obligations, debt maturities and lease obligations. Acquisition spending and/or
share repurchases could potentially increase our debt.
We believe that existing sources of liquidity are adequate to meet anticipated funding needs at current risk-based interest rates
for the foreseeable future.
Financial Instruments and Risk Management
The diverse nature of our businesses' activities necessitates the management of various financial and market risks, including
those related to changes in interest rates, foreign currency exchange rates and commodity prices. We periodically use
derivative and non-derivative financial instruments to manage some of these risks. We do not hold or issue derivative
instruments for trading or speculative purposes. We are exposed to credit loss in the event of nonperformance by
counterparties to our financial instrument contracts; however, nonperformance by these counterparties is considered unlikely
as our policy is to contract with highly-rated, diversified counterparties.
Interest Rate Exposure
As of December 31, 2025, and for the years ended December 31, 2025 and 2024, we did not have any open interest rate swap
contracts; however, we may in the future enter into interest rate swap agreements to manage our exposure to interest rate
changes. We issue commercial paper, which exposes us to changes in variable interest rates; however, maturities are typically
three months or less so a change in rates over this period would not have a material impact on our pre-tax earnings.
We consider our current risk related to market fluctuations in interest rates to be minimal since our debt is long-term and
fixed rate in nature. Generally, the fair market value of fixed-interest rate debt will increase as interest rates fall and decrease
as interest rates rise. A 100 basis point increase in market interest rates would decrease the 2025 year-end fair value of our
long-term debt by approximately $156.7 million. However, since we have no plans to repurchase our outstanding fixed-rate
instruments before their maturities, the impact of market interest rate fluctuations on our long-term debt does not affect our
results of operations or financial position.
Foreign Currency Exposure
We conduct business in various non-U.S. countries, including Canada, substantially all of the European countries, Mexico,
Brazil, China, India and other Asian countries. Therefore, we have foreign currency risk relating to receipts from customers,
payments to suppliers and intercompany transactions denominated in foreign currencies. We will occasionally use derivative
and non-derivative financial instruments to offset such risks, when it is believed that the exposure will not be limited by our
normal operating and financing activities. We have formal policies to mitigate risk in this area by using fair value and/or cash
flow hedging programs.
Changes in the value of the currencies of the countries in which we operate affect our results of operations, financial position
and cash flows when translated into U.S. dollars, our reporting currency. The strengthening of the U.S. dollar could result in
unfavorable translation effects as the results of foreign operations are translated into U.S. dollars. We have generally accepted
the exposure to exchange rate movements relative to our investment in non-U.S. operations. We may, from time to time, for a
specific exposure, enter into fair value hedges.
45

Additionally, we have designated the €600 million, €500 million and €550 million of euro-denominated notes issued
November 9, 2016, November 4, 2019 and November 12, 2025, respectively, as a hedge of our net investment in euro-
denominated operations. Due to the high degree of effectiveness between the hedging instruments and the exposure being
hedged, fluctuations in the value of the euro-denominated debt due to exchange rate changes are offset by changes in the net
investment. Accordingly, changes in the value of the euro-denominated debt are recognized in the cumulative translation
adjustment section of other comprehensive income to offset changes in the value of the net investment in euro-denominated
operations. Due to the fluctuations of the euro relative to the U.S. dollar, the U.S. dollar equivalent of this debt increases or
decreases, resulting in the recognition of a pre-tax loss of $154.8 million and a pre-tax gain of $66.8 million in other
comprehensive earnings (loss) for the years ended December 31, 2025, and 2024, respectively.
Commodity Price Exposure
Some of our businesses are exposed to volatility in the prices of certain commodities, such as aluminum, steel, copper and
various precious metals, among others. Our primary exposure to commodity pricing volatility relates to the use of these
materials in purchased component parts or the purchase of raw materials. In some cases, we maintain longer-term index-
based contracts on raw materials and component parts and centrally drive an ongoing effort to minimize risk proactively.
However, we are prone to exposure as these contracts expire.
Critical Accounting Estimates
Revenue Recognition
Description
The majority of our revenue is generated through the manufacture and sale of a broad range of specialized products and
components, with revenue recognized upon transfer of title and risk of loss, which is generally upon shipment. In limited
cases, our revenue arrangements with customers require delivery, installation, testing, certification, or other promises to
deliver goods or services that may impact the timing or pattern of revenue recognized. The remainder of our revenue is
recognized over time, which is primarily related to services performed and specialized goods manufactured.
Judgments and uncertainties involved in the estimate
A significant level of judgment is involved in the identification of performance obligations for contracts with multiple-
element arrangements and the allocation of the transaction price based on the relative stand-alone selling price. The
identification requires judgment to identify all distinct goods or services and also the appropriate timing of revenue
recognition for each distinct good or service based on the transfer of control to the customer. We estimate the relative stand-
alone selling price for performance obligations if not directly observable. A significant level of judgment is also involved in
the selection of the appropriate method to recognize revenue over time.
Effect if actual results differ from assumptions
To the extent the judgments and estimates used or the method selected to recognize revenue over time differ or change in a
future period, a change to revenue and the related assets and liabilities could impact our financial position or results of
operations. The judgments, estimates, and methods used have been applied consistently over the last three fiscal years.
Valuation of Acquired Intangible Assets
Description
Intangible assets represent a significant portion of our consolidated balance sheet as a result of current and past acquisitions.
Intangible assets primarily include customer intangibles, trademarks, unpatented technologies, and patents. The fair value of
acquired intangible assets is determined using widely accepted valuation techniques, and the Company may engage third-
party appraisal firms to assist with the determination of fair values of significant intangible assets. The valuation of intangible
assets is performed at the time of acquisition and may change during the acquisition measurement period until the valuation is
finalized. The fair value of finite-lived intangible assets is subsequently amortized over the estimated useful life.
Judgments and uncertainties involved in the estimate
The significant assumptions used in the valuation of customer intangibles include future cash flows, customer attrition rate,
and discount rate. The significant assumptions for the valuation of trademarks include future revenues, royalty rate, and
46

discount rate. The significant assumptions for the valuation of unpatented technologies and patents include future revenues,
obsolescence rate, royalty rate, and discount rate. The assumptions and estimates used in the valuation of these intangible
assets are based on several factors, including historical experience with similar businesses and industries and information
obtained from operating company management.
Effect if actual results differ from assumptions
While we believe the assumptions used in our valuation of intangible assets are reasonable and representative of expected
results, actual results may differ from these assumptions. While the assumptions used for each acquisition are dependent on
the acquired company, the assumptions have been applied using a consistent methodology over the last three fiscal years.
Goodwill Impairment
Description
Goodwill is the difference between the consideration transferred and the fair value of net assets acquired. Goodwill is tested
for impairment on an annual basis during the fourth quarter, or more frequently when indicators of impairment exist, or when
a change in the composition of reporting units for goodwill occurs for other reasons, such as a disposition or a change in
segments. The impairment test involves a comparison of the fair value of each reporting unit with its carrying value. Fair
value reflects the price a potential market participant would be willing to pay for the reporting unit in an arms-length
transaction.
Judgments and uncertainties involved in the estimate
The significant assumptions in the fair value analysis of goodwill are the estimated future cash flows and the discount rate.
The determination of future cash flows involves significant judgment and is primarily driven by forecasted revenue growth
rates and EBITDA margins for the reporting unit. These assumptions are developed based on the reporting unit’s expected
future performance, which considers historical performance. We use a discount rate commensurate with the inherent risks in
our internally developed forecasts of future cash flows. The discount rate may also fluctuate due to market conditions such as
rising interest rates.
Effect if actual results differ from assumptions
While we believe the assumptions used in our annual impairment analysis are reasonable and representative of expected
results and reflective of a market participant, actual results may differ from these assumptions. The methodology used for the
goodwill impairment test has remained consistent over the last three fiscal years.
Valuation of Pension Benefit Obligation
Description
The pension benefit obligation is actuarially determined in accordance with GAAP and is impacted by assumptions used to
estimate the obligation, namely the discount rate. Annually, we review the actuarial assumptions used and compare the
assumptions to third-party benchmarks to ensure that the selected assumptions accurately account for our future pension
benefit obligations.
Judgments and uncertainties involved in the estimate
Our discount rate assumptions are determined by developing a yield curve based on high quality corporate bonds with
maturities matching the plans’ expected benefit payment streams. The plans’ expected cash flows are then discounted by the
resulting year-by-year discount rates. The 2025 weighted-average discount rate used to measure our pension benefit
obligations for non-US plans increased to 2.89% from 2.64% in 2024. The U.S. Plan discount rate decreased to 5.40% from
5.70% in 2024. The change in both the non-US plans and the U.S. Plan were driven by changes in corporate bond yields over
the period.
Effect if actual results differ from assumptions
A 25-basis point decrease in the discount rates used for these plans would have increased pension benefit obligations by
approximately $15.5 million from the amount recorded at December 31, 2025. The methodology used for the valuation of the
pension benefit obligation has remained consistent over the last three fiscal years.
47

Recoverability of Deferred Income Tax Assets and Unrecognized Tax Benefits
Description
We operate in and are subject to income taxes in various jurisdictions and are subject to ongoing audits by federal, state, and
non-U.S. tax authorities. Significant judgment is required in determining the realizability of deferred tax assets and evaluating
unrecognized tax benefits.
We have significant amounts of deferred tax assets that are evaluated for recoverability and valued accordingly. Management
evaluates the realizability of deferred income tax assets for each jurisdiction in which the Company operates. We record
valuation allowances to reduce the carrying value of deferred tax assets to amounts that we expect are more likely than not to
be realized.
The provision for unrecognized tax benefits provides a recognition threshold and measurement attribute for determining the
financial statement tax benefits taken or expected to be taken in a tax return and disclosure requirements regarding
uncertainties in income tax positions. The tax position is measured at the largest amount of benefit that is greater than 50%
likely of being realized upon ultimate settlement.
Judgments and uncertainties involved in the estimate
In assessing the adequacy of a recorded valuation allowance, we consider all positive and negative evidence, including the
scheduled reversal of deferred tax liabilities, historical and projected future taxable income, and tax planning strategies.
Additionally, significant judgment is required in the identification and measurement of unrecognized tax benefits. Our
liability for unrecognized tax benefits contains uncertainties because management is required to make assumptions and to
apply judgment to estimate the exposures associated with our various filing positions.
Effect if actual results differ from assumptions
Although we believe that our judgments and estimates are reasonable, actual results could differ and result in additional tax
expense or benefit. If we determine a valuation allowance should be recognized to reduce the carrying value of a deferred tax
asset or a liability for an unrecognized tax benefit needs to be recorded, the adjustment would result in a change to tax
expense in the period such determination is made. We have not made any material changes in the process we use to assess
valuation allowances and unrecognized tax benefits over the last three fiscal years.
Contingencies
Description
Liabilities are established for environmental and legal contingencies at both the business and corporate levels. A significant
amount of judgment and the use of estimates are required to quantify our ultimate exposure in these matters.
Judgments and uncertainties involved in the estimate
The valuation of liabilities for these contingencies is reviewed on a quarterly basis to ensure that we have accrued the proper
level of expense. The liability balances are adjusted to account for changes in circumstances for ongoing issues and the
establishment of additional liabilities for emerging issues. Estimates used in the valuations include the probable outcome of
such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the
availability and extent of insurance coverage. Such liability balances contain uncertainties due to new developments
regarding the facts and circumstances of each proceeding, changes in applicable laws and regulations, and other future events
and decisions by third parties that may impact the ultimate resolution of a proceeding.
Effect if actual results differ from assumptions
Although we believe that the amount accrued to-date is adequate, future changes in circumstances could impact these
determinations, and we may be exposed to a material loss. For example, to the extent we prevail in matters for which a
liability has been established or are required to pay amounts in excess of our established liability, our contingent liability in a
given financial statement period could be materially affected. However, the Company does not believe that it is currently
involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial
position, results of operations, or cash flows.
48

Recent Accounting Standards
See Note 1 — Description of Business and Summary of Significant Accounting Policies in the consolidated financial
statements in Item 8 of this Form 10-K for a discussion of recent accounting pronouncements and recently adopted
accounting standards.
Non-GAAP Disclosures
In an effort to provide investors with additional information regarding our results as determined by GAAP, we also disclose
non-GAAP information, which we believe provides useful information to investors. Free cash flow, free cash flow as a
percentage of revenue, free cash flow as a percentage of earnings from continuing operations, net debt, net capitalization, net
debt to net capitalization ratio, adjusted working capital, and organic revenue growth are not financial measures under GAAP
and should not be considered as a substitute for cash flows from operating activities, debt or equity, working capital or
revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by
other companies.
Reconciliations and comparisons to non-GAAP measures can be found above in this Item 7, MD&A.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
The information required by this section is incorporated by reference to the section, "Financial Instruments and Risk
Management", included within the MD&A in Item 7.
49

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
Page
51
Management's Report on Internal Control Over Financial Reporting
52
Report of Independent Registered Public Accounting Firm (PCAOB ID 238)
54
Consolidated Statements of Earnings
55
Consolidated Statements of Comprehensive Earnings
56
Consolidated Balance Sheets
57
Consolidated Statements of Stockholders' Equity
58
Consolidated Statements of Cash Flows
59
Notes to Consolidated Financial Statements
59
Note 1 - Description of Business and Summary of Significant Accounting Policies
64
Note 2 - Revenue
66
Note 3 - Acquisitions
71
Note 4 - Discontinued and Disposed Operations
72
Note 5 - Inventories, net
72
Note 6 - Property, Plant and Equipment, net
73
Note 7 - Leases
74
Note 8 - Credit Losses
75
Note 9 - Goodwill and Other Intangible Assets
76
Note 10 - Other Accrued Expenses and Other Liabilities
77
Note 11 - Restructuring Activities
78
Note 12 - Borrowings
80
Note 13 - Financial Instruments
82
Note 14 - Income Taxes
86
Note 15 - Equity and Cash Incentive Program
89
Note 16 - Commitments and Contingent Liabilities
90
Note 17 - Employee Benefit Plans
96
Note 18 - Accumulated Other Comprehensive Earnings (Loss)
97
Note 19 - Segment Information
101
Note 20 - Earnings per Share
101
Note 21 - Stockholders' Equity
50

MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING
The management of the Company is responsible for establishing and maintaining adequate internal control over financial
reporting, as such term is defined in Exchange Act Rule 13a-15(f).
The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of
December 31, 2025. In making this assessment, the Company's management used the criteria set forth by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework (2013).
Based on its assessment under the criteria set forth in Internal Control — Integrated Framework (2013), management
concluded that, as of December 31, 2025, the Company's internal control over financial reporting was effective to provide
reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. GAAP.
The effectiveness of the Company's internal control over financial reporting as of December 31, 2025 has been audited by
PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears
herein.
51

Report of Independent Registered Public Accounting Firm
To the Board of Directors and Stockholders of Dover Corporation
Opinions on the Financial Statements and Internal Control over Financial Reporting
We have audited the accompanying consolidated balance sheets of Dover Corporation and its subsidiaries (the "Company")
as of December 31, 2025 and 2024, and the related consolidated statements of earnings, of comprehensive earnings, of
stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2025, including the
related notes (collectively referred to as the "consolidated financial statements"). We also have audited the Company's
internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control -
Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial
position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2025 in conformity with accounting principles generally accepted in the
United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control
over financial reporting as of December 31, 2025, based on criteria established in Internal Control - Integrated Framework
(2013) issued by the COSO.
Basis for Opinions
The Company's management is responsible for these consolidated financial statements, for maintaining effective internal
control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting,
included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to
express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial
reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.
federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform
the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material
misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in
all material respects.
Our audits of the consolidated financial statements included performing procedures to assess the risks of material
misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the
consolidated financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our
audit of internal control over financial reporting included obtaining an understanding of internal control over financial
reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness
of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered
necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.
Definition and Limitations of Internal Control over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
52

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Critical Audit Matters
The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial
statements that was communicated or required to be communicated to the audit committee and that (i) relates to accounts or
disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective,
or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated
financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate
opinion on the critical audit matter or on the accounts or disclosures to which it relates.
Goodwill Impairment Test
As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was
$5.43 billion as of December 31, 2025. Management performs a goodwill impairment test annually in the fourth quarter, or
more frequently if events or circumstances indicate that goodwill may be impaired, when some portion but not all of a
reporting unit is disposed of or classified as assets held for sale, or when a change in the composition of reporting units
occurs for other reasons. The quantitative test compares the fair value of a reporting unit with its carrying amount, including
goodwill. Management uses an income-based valuation method, determining the present value of estimated future cash flows,
to estimate the fair value of a reporting unit. As disclosed by management, the significant assumptions in the fair value
analysis of goodwill are the estimated future cash flows, which are primarily driven by forecasted revenue growth rates,
EBITDA margins, and the discount rate. These assumptions are developed by management based on the reporting unit’s
expected future performance, which considers historical performance.
The principal considerations for our determination that performing procedures relating to the goodwill impairment test is a
critical audit matter are (i) the significant judgment by management when developing the fair value estimate of the reporting
units and (ii) a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating
management’s significant assumption related to forecasted revenue growth rates for certain reporting units.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall
opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to
management’s goodwill impairment test, including controls over the valuation of the reporting units. These procedures also
included, among others (i) testing management’s process for developing the fair value estimate of the reporting units; (ii)
evaluating the appropriateness of the income-based valuation method; (iii) testing the completeness and accuracy of
underlying data used in the income-based valuation method; and (iv) evaluating the reasonableness of the significant
assumption used by management related to forecasted revenue growth rates for certain reporting units. Evaluating the
reasonableness of management’s assumption related to forecasted revenue growth rates for certain reporting units involved
considering (i) the current and prior period performance of those reporting units and (ii) the consistency of those forecasted
revenue growth rates with external market and/or industry data.
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
February 13, 2026
We have served as the Company's auditor since 1995.
53

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(In thousands, except per share data)
2025
2024
2023
Revenue
$
8,092,571
$
7,745,909
$
7,684,476
Cost of goods and services
4,874,402
4,787,288
4,816,932
Gross profit
3,218,169
2,958,621
2,867,544
Selling, general and administrative expenses
1,844,808
1,752,266
1,648,204
Operating earnings
1,373,361
1,206,355
1,219,340
Interest expense
109,772
131,171
131,304
Interest income
(73,032)
(37,158)
(13,496)
Gain on dispositions
(4,644)
(597,798)
—
Other income, net
(32,987)
(46,876)
(21,468)
Earnings before provision for income taxes
1,374,252
1,757,016
1,123,000
Provision for income taxes
276,823
357,048
179,136
Earnings from continuing operations
1,097,429
1,399,968
943,864
(Loss) earnings from discontinued operations, net
(3,473)
1,297,158
112,964
Net earnings
$
1,093,956
$
2,697,126
$
1,056,828
Earnings per share from continuing operations:
Basic
$
8.01
$
10.16
$
6.75
Diluted
$
7.97
$
10.09
$
6.71
(Loss) earnings per share from discontinued operations:
Basic
$
(0.03) $
9.42
$
0.81
Diluted
$
(0.03) $
9.35
$
0.80
Net earnings per share:
Basic
$
7.99
$
19.58
$
7.56
Diluted
$
7.94
$
19.45
$
7.52
Weighted average shares outstanding:
Basic
136,935
137,735
139,848
Diluted
137,777
138,696
140,599
Years Ended December 31,
See Notes to Consolidated Financial Statements
54

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS
(In thousands)
Years Ended December 31,
2025
2024
2023
Net earnings
$ 1,093,956
$ 2,697,126
$ 1,056,828
Other comprehensive earnings (loss), net of tax
Foreign currency translation adjustments:
Foreign currency translation gains (loss)
147,949
(98,415)
38,893
Reclassification of foreign currency translation losses to earnings
1,858
13,931
—
Total foreign currency translation adjustments (net of $38,237, $(14,996) and
$10,438 tax benefit (provision), respectively)
149,807
(84,484)
38,893
Pension and other post-retirement benefit plans:
Actuarial gains (loss)
6,983
(4,111)
(14,820)
Prior service credits (costs)
—
318
(53)
Amortization of actuarial gains included in net periodic pension cost
(1,176)
(1,478)
(1,982)
Amortization of prior service (credits) costs included in net periodic
pension cost
(688)
(620)
852
Settlement and curtailment impact
(565)
83
2,831
Total pension and other post-retirement benefit plans (net of $(1,297), $1,134 and
$3,569 tax (provision) benefit, respectively)
4,554
(5,808)
(13,172)
Changes in fair value of cash flow hedges:
Unrealized net (losses) gains arising during period
(4,514)
1,572
682
Net losses (gains) reclassified into earnings
2,975
(1,190)
1,954
Total cash flow hedges (net of $448, $(111) and $(778) tax benefit (provision),
respectively)
(1,539)
382
2,636
Other comprehensive earnings (loss), net of tax
152,822
(89,910)
28,357
Comprehensive earnings
$ 1,246,778
$ 2,607,216
$ 1,085,185
See Notes to Consolidated Financial Statements
55

DOVER CORPORATION
CONSOLIDATED BALANCE SHEETS
(In thousands, except share and per share data)
December 31, 2025
December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents
$
1,676,808
$
1,844,877
Receivables, net
1,371,352
1,354,225
Inventories, net
1,272,784
1,144,838
Prepaid and other current assets
185,996
140,557
Total current assets
4,506,940
4,484,497
Property, plant and equipment, net
1,119,623
987,924
Goodwill
5,430,038
4,905,702
Intangible assets, net
1,759,616
1,580,854
Other assets and deferred charges
606,206
550,183
Total assets
$
13,422,423
$
12,509,160
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt
$
706,677
$
400,056
Accounts payable
875,678
848,006
Accrued compensation and employee benefits
280,737
292,371
Deferred revenue
155,025
198,629
Accrued insurance
87,596
87,952
Other accrued expenses
352,053
335,326
Federal and other income taxes
60,723
34,187
Total current liabilities
2,518,489
2,196,527
Long-term debt
2,621,295
2,529,346
Deferred income taxes
394,368
352,006
Non-current income tax payable
—
6,158
Other liabilities
483,065
471,127
Stockholders' equity:
Preferred stock - $100 par value; 100,000 shares authorized; none issued
—
—
Common stock - $1 par value; 500,000,000 shares authorized;
260,194,888 and 260,031,000 shares issued at December 31, 2025 and
2024
260,195
260,031
Additional paid-in capital
850,763
892,686
Retained earnings
14,220,582
13,409,633
Accumulated other comprehensive loss
(174,954)
(327,776)
Treasury stock, at cost: 125,348,563 and 122,814,553 shares at
December 31, 2025 and 2024
(7,751,380)
(7,280,578)
Total stockholders' equity
7,405,206
6,953,996
Total liabilities and stockholders' equity
$
13,422,423
$
12,509,160
See Notes to Consolidated Financial Statements
56

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In thousands, except per share data)
Common
Stock $1 Par
Value
Additional
Paid-In
Capital
Retained
Earnings
Accumulated
Other
Comprehensive
Earnings (Loss)
Treasury
Stock
Total
Stockholders'
Equity
Balance at December 31, 2022
$
259,644
$
867,560
$ 10,223,070
$
(266,223) $ (6,797,685) $
4,286,366
Net earnings
—
—
1,056,828
—
—
1,056,828
Dividends paid ($2.03 per share)
—
—
(284,297)
—
—
(284,297)
Common stock issued for the
exercise of share-based awards
198
(12,335)
—
—
—
(12,137)
Stock-based compensation expense
—
31,465
—
—
—
31,465
Other comprehensive earnings, net
of tax
—
—
—
28,357
—
28,357
Other
—
—
23
—
—
23
Balance at December 31, 2023
259,842
886,690
10,995,624
(237,866)
(6,797,685)
5,106,605
Net earnings
—
—
2,697,126
—
—
2,697,126
Dividends paid ($2.05 per share)
—
—
(283,117)
—
—
(283,117)
Common stock issued for the
exercise of share-based awards
189
(13,265)
—
—
—
(13,076)
Stock-based compensation expense
—
41,032
—
—
—
41,032
Common stock acquired, including
accelerated share repurchase
program and excise tax
—
(21,771)
—
—
(482,893)
(504,664)
Other comprehensive loss, net of
tax
—
—
—
(89,910)
—
(89,910)
Balance at December 31, 2024
260,031
892,686
13,409,633
(327,776)
(7,280,578)
6,953,996
Net earnings
—
—
1,093,956
—
—
1,093,956
Dividends paid ($2.07 per share)
—
—
(283,007)
—
—
(283,007)
Common stock issued for the
exercise of share-based awards
164
(10,904)
—
—
—
(10,740)
Stock-based compensation expense
—
43,981
—
—
—
43,981
Common stock acquired, including
accelerated share repurchase
program and excise tax
—
(75,000)
—
—
(470,802)
(545,802)
Other comprehensive earnings, net
of tax
—
—
—
152,822
—
152,822
Balance at December 31, 2025
$
260,195
$
850,763
$ 14,220,582
$
(174,954) $ (7,751,380)
$
7,405,206
See Notes to Consolidated Financial Statements
57

DOVER CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
Years Ended December 31,
2025
2024
2023
Operating Activities:
Net earnings
$
1,093,956
$
2,697,126
$
1,056,828
Adjustments to reconcile net earnings to cash provided by operating activities:
Loss (earnings) from discontinued operations, net
3,473
(1,297,158)
(112,964)
Depreciation and amortization
379,577
337,842
305,046
Stock-based compensation expense
43,981
40,359
30,766
Gain on dispositions
(4,644)
(597,798)
—
Provision for losses on accounts receivable (net of recoveries)
8,819
5,329
2,644
Deferred income taxes
(29,199)
(89,657)
(99,286)
Employee benefit plan (benefit) expense
(7,623)
(9,946)
5,679
Other, net
(14,974)
27,255
1,802
Cash effect of changes in assets and liabilities (excluding effects of acquisitions,
dispositions and foreign exchange):
Accounts receivable
49,405
(43,894)
100,393
Inventories
(37,210)
4,418
141,747
Prepaid expenses and other assets
(12,623)
(26,938)
10,738
Accounts payable
(15,643)
9,076
(114,198)
Accrued compensation and employee benefits
(25,233)
39,243
1,488
Accrued expenses and other liabilities
(65,806)
28,603
(78,218)
Accrued taxes
(11,972)
(23,245)
(16,821)
Contributions to employee benefit plans
(16,279)
(12,782)
(16,098)
Net cash provided by operating activities
1,338,005
1,087,833
1,219,546
Investing Activities:
Additions to property, plant and equipment
(220,263)
(167,533)
(183,406)
Acquisitions, net of cash and cash equivalents acquired
(663,270)
(635,269)
(533,623)
Proceeds from dispositions, net of cash transferred
5,998
768,847
—
Other, net
(9,059)
6,972
(686)
Net cash used in investing activities
(886,594)
(26,983)
(717,715)
Financing Activities:
Change in commercial paper and other short-term borrowings, net
(639)
(467,637)
(267,490)
Proceeds from long-term debt
631,186
—
—
Repayment of long-term debt
(400,000)
—
—
Dividends paid to stockholders
(283,007)
(283,117)
(284,297)
Repurchase of common stock, including payment under accelerated share
repurchase program
(540,700)
(500,000)
—
Payments to settle employee tax obligations on exercise of share-based awards
(14,887)
(16,603)
(12,137)
Other, net
(16,823)
(4,316)
(4,132)
Net cash used in financing activities
(624,870)
(1,271,673)
(568,056)
Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities of discontinued operations
(4,430)
(339,454)
116,799
Net cash (used in) provided by investing activities of discontinued operations
(9,796)
1,985,641
(8,915)
Net cash (used in) provided by discontinued operations
(14,226)
1,646,187
107,884
Effect of exchange rate changes on cash and cash equivalents
19,616
(6,348)
(6,666)
Net (decrease) increase in cash and cash equivalents, including cash held for sale
(168,069)
1,429,016
34,993
Cash and cash equivalents at beginning of year, including cash held for sale (1)
1,844,877
415,861
380,868
Cash and cash equivalents at end of year, including cash held for sale (1)
$
1,676,808
$
1,844,877
$
415,861
Supplemental information - cash paid during the year for: (2)
Income taxes
$
307,068
$
907,791
$
332,192
Interest
103,892
126,434
126,704
(1) Cash held for sale as of December 31, 2023 totaled $17,300. There was no cash held for sale as of December 31, 2025 and 2024.
(2) Supplemental information includes cash paid as part of continuing and discontinued operations.
See Notes to Consolidated Financial Statements
58

1. Description of Business and Summary of Significant Accounting Policies
Description of Business
Dover Corporation ("Dover" or "Company") is a diversified global manufacturer and solutions provider delivering innovative
equipment and components, consumable supplies, aftermarket parts, software and digital solutions and support services. The
Company's businesses are based primarily in the United States and Europe with manufacturing and other operations
throughout the world. The Company operates through five business segments that are structured around businesses with
similar business models, go-to market strategies, product categories and manufacturing practices: Engineered Products, Clean
Energy & Fueling, Imaging & Identification, Pumps & Process Solutions and Climate & Sustainability Technologies. For
additional information on the Company's segments, see Note 19 — Segment Information.
Principles of Consolidation
The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. Intercompany
accounts and transactions have been eliminated in consolidation. The results of operations of acquired businesses are
included from the dates of acquisitions.
The Environmental Solutions Group ("ESG") business, an operating company within the Engineered Products segment, was
sold during the fourth quarter of 2024 and reported as discontinued operations. Therefore, the Company has classified the
results of operations prior to the sale as discontinued operations in the consolidated statements of earnings and the
consolidated statements of cash flows. The discussion in the notes to these consolidated financial statements, unless otherwise
noted, relates solely to our continuing operations. See Note 4 — Discontinued and Disposed Operations for further details.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States
requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial
statements and accompanying disclosures. These estimates may be adjusted due to changes in future economic, industry, or
customer financial conditions, as well as changes in technology or demand. Estimates are used for, but not limited to,
allowances for doubtful accounts receivable, net realizable value of inventories, restructuring reserves, warranty reserves,
pension and post-retirement plans, stock-based compensation, useful lives for depreciation and amortization of long-lived
assets including finite-lived intangibles, future cash flows associated with impairment testing for goodwill, indefinite-lived
intangible assets and other long-lived assets, deferred tax assets, unrecognized tax benefits, contingencies and purchase price
allocations. Actual results may differ from these estimates, although management does not believe such differences would
materially affect the consolidated financial statements in any individual year. Estimates and assumptions are periodically
reviewed and the effects of changes in these estimates and assumptions are reflected in the consolidated financial statements
in the period that they are determined.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, demand deposits and short-term investments, which are highly liquid in
nature and have original maturities at the time of purchase of three months or less. The carrying value of cash and cash
equivalents approximates fair value.
Accounts Receivable and Allowance for Credit Losses
Accounts receivable are recorded at face amounts less an allowance for credit losses. The allowance is an estimate based on
historical collection experience, current and future economic and market conditions and a review of the current status of each
customer's trade accounts receivable. Management evaluates the aging of the accounts receivable balances and the financial
condition of its customers and all other forward-looking information that is reasonably available to estimate the amount of
accounts receivable that may not be collected in the future and records the appropriate provision. See Note 8 — Credit Losses
for additional information.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
59

Inventories
Inventories are stated at the lower of cost, determined on the first-in, first-out ("FIFO") basis, or net realizable value.
Property, Plant and Equipment
Property, plant and equipment includes the historical cost of land, buildings, machinery and equipment, purchased and
internally developed software, finance lease assets and significant improvements to existing plant and equipment or, in the
case of acquisitions, the fair value of acquired assets. Expenditures for maintenance, repairs and minor renewals are expensed
as incurred. When property or equipment is sold or otherwise disposed of, the related cost and accumulated depreciation are
removed from the respective accounts and the gain or loss realized on disposition is reflected in earnings. The Company
depreciates its assets on a straight-line basis over their estimated useful lives as follows: buildings and improvements 5 to
31.5 years; machinery and equipment 3 to 15 years; furniture and fixtures 3 to 7 years; vehicles 3 to 7 years; and software 3
to 10 years.
Derivative and Non-Derivative Financial Instruments
The Company uses derivative and non-derivative financial instruments to hedge its exposures to various risks, including
foreign currency exchange rate risk. The Company may designate certain instruments as net investment hedges to hedge the
net assets of certain foreign subsidiaries which are exposed to volatility in foreign currency exchange rates. The Company
does not enter into derivative financial instruments for speculative purposes and does not have a material portfolio of
derivative financial instruments. Derivative financial instruments used for hedging purposes must be designated and effective
as a hedge of the identified risk exposure at inception of the contract. The Company recognizes all derivatives as either assets
or liabilities on the consolidated balance sheet and measures those instruments at fair value. For derivatives designated as
hedges of the fair value of assets or liabilities, the changes in fair value of both the derivatives and of the hedged items are
recorded in current earnings. For derivatives designated as cash flow hedges, the change in the fair value of the derivatives is
recorded as a component of other comprehensive earnings and subsequently recognized in net earnings when the hedged
items impact earnings. Changes in the value of derivatives and non-derivatives designated as net investment hedges are
calculated each period using the spot method and are reported in foreign currency translation adjustments within accumulated
other comprehensive earnings (loss). Such amounts will remain in accumulated other comprehensive earnings (loss) until the
complete or substantially complete liquidation of our investment in the underlying foreign operations.
Goodwill and Other Intangible Assets
Goodwill represents the excess of purchase price over the fair value of net assets acquired. Goodwill and certain other
intangible assets deemed to have indefinite lives (primarily trademarks) are not amortized. For goodwill, impairment tests are
required at least annually, or more frequently if events or circumstances indicate that it may be impaired, when some portion
but not all of a reporting unit is disposed of or classified as assets held for sale, or when a change in the composition of
reporting units occurs for other reasons, such as a change in segments. Based on its current organizational structure, the
Company identified reporting units for which cash flows are determinable and to which goodwill was allocated.
The Company performs its goodwill impairment test annually in the fourth quarter. A quantitative test is used to determine
existence of goodwill impairment and the amount of the impairment loss at the reporting unit level. The quantitative test
compares the fair value of a reporting unit with its carrying amount, including goodwill. The Company uses an income-based
valuation method, determining the present value of estimated future cash flows, to estimate the fair value of a reporting unit.
If the fair value of a reporting unit exceeds its carrying amount, goodwill of the reporting unit is not impaired. If the carrying
amount of a reporting unit exceeds its fair value, an impairment loss shall be recognized in an amount equal to that excess,
limited to the total amount of goodwill allocated to that reporting unit. Factors used in the impairment analysis require
significant judgment, and actual results may differ from assumed and estimated amounts. The Company uses its own market
assumptions including internal projections of future cash flows, discount rates and other assumptions considered reasonable
in the analysis and reflective of market participant assumptions. These forecasts are based on historical performance and
future estimated results. The discount rates utilized are based on a capital asset pricing model and published relevant industry
rates, which take into consideration the risks and uncertainties inherent to the reporting units and in the internally developed
forecasts. See Note 9 — Goodwill and Other Intangible Assets for further discussion of the Company's annual goodwill
impairment test and results. No impairment of goodwill was required for the years ended December 31, 2025, 2024, or 2023.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
60

The Company uses an income-based valuation method to annually test its indefinite-lived intangible assets for impairment.
The fair value of the intangible asset is compared to its carrying value. This method uses the Company's own market
assumptions, which are considered reasonable. Any excess of carrying value over the estimated fair value is recognized as an
impairment loss. No impairment of indefinite-lived intangible assets was required for the years ended December 31, 2025,
2024, or 2023.
Other intangible assets with determinable lives primarily consist of customer intangibles, unpatented technologies, patents
and trademarks. The other intangible assets are amortized over their estimated useful lives, ranging from 5 to 20 years.
Long-lived assets (including definite-lived intangible assets) are reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable, such as a significant sustained change in
the business climate. If an indicator of impairment exists for any grouping of assets, an estimate of undiscounted future cash
flows is prepared and compared to its carrying value. If an asset group is determined to be impaired, the loss is measured by
the excess of the carrying amount of the asset group over its fair value, as determined by an estimate of discounted future
cash flows.
Leases
The Company determines if an arrangement is a lease at inception of a contract. The Company has operating and finance
leases for corporate offices, manufacturing plants, research and development facilities, shared services facilities, vehicle
fleets and certain office and manufacturing equipment. Operating lease right-of-use ("ROU") assets are included in other
assets and deferred charges and operating lease liabilities are included in other accrued expenses and other liabilities in the
consolidated balance sheet. Finance lease ROU assets are included in property, plant and equipment, and the related lease
liabilities are included in other accrued expenses and other liabilities in the consolidated balance sheet. Leases with an initial
term of 12 months or less are not recorded in the balance sheet.
The Company accounts for each separate lease component of a contract and its associated non-lease components as a single
lease component, thus causing all fixed payments to be capitalized. Variable lease payment amounts that cannot be
determined at the commencement of the lease, such as increases in lease payments based on changes in index rates or usage,
are not included in the ROU assets or lease liabilities. These are expensed as incurred and recorded as variable lease expense.
ROU assets represent the Company's right to use an underlying asset during the lease term and lease liabilities represent the
Company's obligation to make lease payments arising from the lease. ROU assets and lease liabilities are recognized at the
commencement date based on the net present value of fixed lease payments over the lease term. The lease term includes
options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. ROU assets
also include any advance lease payments made and exclude lease incentives. As most of the Company's operating leases do
not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the
commencement date in determining the present value of lease payments. Finance lease agreements include an interest rate
that is used to determine the present value of future lease payments. Fixed operating lease expense and finance lease
depreciation expense are recognized on a straight-line basis over the lease term.
Supply Chain Financing
The Company facilitates the opportunity for suppliers to participate in a voluntary supply chain financing ("SCF") program
with a third-party financial institution. Participating suppliers are paid directly by the SCF financial institution and, in
addition, may elect to sell receivables due from the Company to the SCF financial institution for early payment. Thus,
participating suppliers have additional potential flexibility in managing their liquidity by accelerating, at their option and cost,
the collection of receivables due from the Company.
The Company and its suppliers agree on commercial terms, including payment terms, for the goods and services the
Company procures, regardless of whether the supplier participates in SCF. For participating suppliers, the Company’s
responsibility is limited to making all payments to the SCF financial institution on the terms originally negotiated with the
supplier, irrespective of whether the supplier elects to sell receivables to the SCF financial institution. The Company does not
determine the terms or conditions of the arrangement between the SCF financial institution and the Company's suppliers. The
SCF financial institution pays the supplier on the invoice due date for any invoices that were not previously sold by the
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
61

supplier. The agreement between the Company and the SCF financial institution does not require the Company to provide
assets pledged as security or other forms of guarantees.
Outstanding payments related to the SCF program are recorded within accounts payable in our consolidated balance sheets.
Amounts due to the SCF financial institutions as of December 31, 2025 and 2024, and the rollforward of our outstanding
obligations under the SCF program for the year ended December 31, 2025 are as follows:
Total
Balance at December 31, 2023
$
156,245
Disposition of business
(2,785)
Invoices confirmed during the period
579,481
Confirmed invoices paid during the period
(575,968)
Balance at December 31, 2024
156,973
Invoices confirmed during the period
535,867
Confirmed invoices paid during the period
(574,956)
Balance at December 31, 2025
$
117,884
Restructuring Accruals
The Company takes actions to reduce headcount, close facilities, or otherwise exit operations as considered necessary. Such
restructuring activities at an operation are recorded when management has committed to an exit or reorganization plan and
when termination benefits are probable and can be reasonably estimated based on circumstances at the time the restructuring
plan is approved by management or when termination benefits are communicated. Exit costs may include contractual
terminations and asset impairments as a result of an approved restructuring plan. The accrual of both severance and exit costs
requires the use of estimates. Though the Company believes that its estimates accurately reflect the anticipated costs, actual
results may be different from the original estimated amounts.
Foreign Currency
Assets and liabilities of non-U.S. subsidiaries, where the functional currency is not the U.S. dollar, have been translated at
year-end exchange rates and profit and loss accounts have been translated using weighted-average monthly exchange
rates. Foreign currency translation gains and losses are included in the consolidated statements of comprehensive earnings as
a component of other comprehensive earnings (loss). Assets and liabilities of an entity that are denominated in currencies
other than an entity's functional currency are re-measured into the functional currency using end of period exchange rates,
where applicable. Gains and losses related to these re-measurements are recorded within the consolidated statements
of earnings as a component of other income, net. Gains and losses arising from intercompany foreign currency transactions
that are of a long-term investment in nature are reported in the same manner as translation adjustments.
Revenue Recognition
The majority of the Company's revenue is generated through the manufacture and sale of a broad range of specialized
products and components, with revenue recognized upon transfer of control, title and risk of loss, which is generally upon
shipment. Service revenue represents approximately 5% of total revenue and is recognized as the services are performed. In
limited cases, revenue arrangements with customers require delivery, installation, testing, certification, or other acceptance
provisions to be satisfied before revenue is recognized. The Company includes shipping costs billed to customers in revenue
and the related shipping costs in cost of goods and services.
Stock-Based Compensation
The principal awards issued under the Company's stock-based compensation plans include non-qualified stock appreciation
rights ("SARs"), restricted stock units ("RSUs") and performance share awards ("PSAs"). The cost for such awards is
measured at the grant date based on the fair value of the award. At the time of grant, the Company estimates forfeitures,
based on historical experience, in order to estimate the portion of the award that will ultimately vest. The value of the portion
of the award that is expected to ultimately vest is recognized as expense on a straight-line basis, generally over the explicit
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
62

service period of three years (except for retirement-eligible employees) and is included in selling, general and administrative
expenses in the consolidated statements of earnings. Expense for awards granted to retirement-eligible employees is recorded
over the period from the date of grant through the date the employee first becomes eligible to retire and is no longer required
to provide service. See Note 15 — Equity and Cash Incentive Program for additional information related to the Company's
stock-based compensation.
Income Taxes
The provision for income taxes includes federal, state, local and non-U.S. taxes. Tax credits, primarily for research and
experimentation, are recognized as a reduction of the provision for income taxes in the year in which they are available for
tax purposes. Deferred taxes are provided using enacted rates on the future tax consequences of temporary differences.
Temporary differences include the differences between the financial statement carrying amounts of assets and liabilities and
their respective tax basis and the tax benefit of carryforwards. A valuation allowance is established for deferred tax assets for
which it is more likely than not that some portion or all of the deferred tax benefit will not be realized. In assessing the need
for a valuation allowance, management considers all available evidence, including the future reversal of existing taxable
temporary differences, taxable income in carryback periods, prudent and feasible tax planning strategies and estimated future
taxable income. The valuation allowance can be affected by changes to tax regulations, interpretations and rulings, changes to
enacted statutory tax rates and changes to future taxable income estimates.
Tax benefits are recognized from an uncertain tax position only if it is more likely than not that the tax position will be
sustained on examination by the taxing authorities, based on the technical merits of the position in consideration of applicable
tax statutes and related interpretations and precedents. Tax benefits recognized in the financial statements from such a
position are measured based on the largest benefit that has a greater than 50% likelihood of being realized on ultimate
settlement.
Research and Development Costs
Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to
$165,342 in 2025, $149,601 in 2024 and $139,058 in 2023. These costs as a percent of revenue were 2.0% in 2025, 1.9% in
2024 and 1.8% in 2023. Research and development costs are reported within selling, general and administrative expenses in
the consolidated statements of earnings.
Advertising Costs
Advertising costs are expensed when incurred and amounted to $23,827 in 2025, $23,166 in 2024 and $22,112 in 2023.
Advertising costs are reported within selling, general and administrative expenses in the consolidated statements of earnings.
Risk, Retention, Insurance
The Company's insurance programs contain various deductibles that, based on the Company's experience, are typical and
customary for a company of its size and risk profile. The Company does not consider any of the deductibles to represent a
material risk to the Company. The Company generally maintains insurance policies with deductibles for claims and liabilities
related primarily to workers' compensation, health and welfare claims, general liability, product and automobile liability,
cybersecurity risks, property damage and business interruption resulting from certain events. The Company accrues for claim
exposures that are probable of occurrence and can be reasonably estimated.
Recent Accounting Pronouncements
Recently Issued Accounting Standards
The following accounting standards updates ("ASU"), issued by the Financial Accounting Standards Board ("FASB"), will,
or are expected to, result in a change in practice and/or have a financial impact to the Company's consolidated financial
statements:
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
63

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic
220-40): Expense Disaggregation Disclosures, which expands disclosures of specific expense categories at interim and
annual reporting periods. The amendments are effective for fiscal years beginning after December 15, 2026, and interim
periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently
evaluating this ASU to determine its impact on the Company’s disclosures.
In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit
Losses for Accounts Receivable and Contract Assets, which provides entities the option of a practical expedient in the
estimation of credit losses. The amendments are effective for fiscal years beginning after December 15, 2025, and interim
periods within those annual reporting periods. Early adoption is permitted. The Company is currently evaluating this ASU to
determine its impact on the Company’s consolidated financial statements. The Company expects to adopt this standard as
required beginning first quarter of 2026.
In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic
350-40): Targeted Improvements to the Accounting for Internal-Use Software which changes the requirements for when
entities may begin capitalizing costs for internal-use software. The amendments are effective for fiscal years beginning after
December 15, 2027, and interim reporting periods within those annual reporting periods. Early adoption is permitted as of the
beginning of an annual reporting period. The Company is currently evaluating this ASU to determine its impact on the
Company’s consolidated financial statements.
Recently Adopted Accounting Standards
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax
Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table and requires disclosure
of income taxes paid both in U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after
December 15, 2024. The Company adopted the guidance during the fourth quarter of 2025. See Note 14 — Income Taxes for
further details.
2. Revenue
Revenue from Contracts with Customers
A majority of the Company's revenue is short cycle in nature with shipments within one year from order. A small portion of
the Company's revenue derives from contracts extending over one year. The Company's payment terms generally range
between 30 to 90 days and vary by the location of businesses, the type of products manufactured to be sold and the volume of
products sold, among other factors.
Disaggregation of Revenue
Revenue from contracts with customers is disaggregated by segment and geographic location, as they best depict the nature
and amount of the Company's revenue. See Note 19 — Segment Information for further details.
Performance Obligations
A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment
or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the
related installation, extended warranty, software and digital solutions, and/or maintenance services. These contracts require
judgment in determining the number of performance obligations.
The Company has elected to use the practical expedient to not adjust the promised amount of consideration for the effects of
a significant financing component if it is expected, at contract inception, that the period between when the Company transfers
a promised good or service to a customer, and when the customer pays for that good or service, will be one year or less. Thus,
the Company may not consider an advance payment to be a significant financing component, if it is received less than one
year before product completion.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
64

The majority of the Company's contracts offer assurance-type warranties in connection with the sale of a product to a
customer. Assurance-type warranties provide a customer with assurance that the related product will function as the parties
intended because it complies with agreed-upon specifications. Such warranties do not represent a separate performance
obligation.
The Company may also offer service-type warranties that provide services to the customer, in addition to the assurance that
the product complies with agreed-upon specifications. If a warranty is determined to be a service-type warranty, it represents
a distinct service and is treated as a separate performance obligation.
Estimates are used to determine the amount of variable consideration in contracts, the standalone selling price among separate
performance obligations and the measure of progress for contracts where revenue is recognized over time. The Company
reviews and updates these estimates regularly.
Some contracts with customers include variable consideration primarily related to volume rebates. The Company estimates
variable consideration at the most likely amount to determine the total consideration which the Company expects to be
entitled. Estimated amounts are included in the transaction price to the extent it is probable that a significant reversal of
cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.
The Company's estimates of variable consideration and determination of whether to include estimated amounts in the
transaction price are based largely on an assessment of anticipated performance and all information (historical, current and
forecasted) that is reasonably available.
For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance
obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services
underlying each performance obligation. The Company uses an observable price to determine the standalone selling price for
separate performance obligations or a cost plus margin approach when one is not available.
Approximately 95% of the Company's revenue is recognized at a point in time, rather than over time, as the Company
completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically
upon shipment or completion of installation, testing, certification, or other substantive acceptance provisions required under
the contract. Approximately 5% of the Company's revenue is recognized over time and relates to the sale of equipment or
services, including software solutions and services, in which the Company transfers control of a good or service over time
and the customer simultaneously receives and consumes the benefits provided by the Company's performance as the
Company performs, or the Company's performance creates or enhances an asset the customer controls as the asset is created
or enhanced, or the Company's performance does not create an asset with an alternative use to the Company and the
Company has an enforceable right to payment for its performance to date plus a reasonable margin.
For revenue recognized over time, there are two types of methods for measuring progress and both are relevant to the
Company: (1) input methods and (2) output methods. Although this may vary by business, input methods generally are based
on costs incurred relative to estimated total costs. Output methods generally are based on a measurement of progress, such as
milestone achievement. The businesses use the method and measure of progress that best depicts the transfer of control to the
customer of the goods or services to date relative to the remaining goods or services promised under the contract.
Transaction Price Allocated to the Remaining Performance Obligations
At December 31, 2025, we estimated that $315,420 in revenue is expected to be recognized in the future related to
performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. We expect to
recognize approximately 47.9% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue in
2026, 29.0% in 2027, with the remaining balance to be recognized in 2028 and thereafter.
Remaining consideration, including variable consideration, from contracts with customers is included in the amounts
presented in the preceding paragraph and pertains to contracts with multiple performance obligations, extended warranties on
products and multi-year agreements, which are typically recognized as the performance obligation is satisfied.
The Company applied the standard's practical expedient that permits the omission of unsatisfied performance obligations for
(i) contracts with an original expected length of one year or less and (ii) contracts for which the Company recognizes revenue
at the amount to which the Company has the right to invoice for services performed.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
65

Contract Balances
The following table provides information about contract assets and contract liabilities from contracts with customers:
December 31, 2025
December 31, 2024
December 31, 2023
Contract assets - current
$
36,018
$
22,413
$
19,561
Contract liabilities - current
155,025
198,629
194,798
Contract liabilities - non-current
4,427
4,452
7,098
Contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting
date and are recorded in prepaid and other current assets in the consolidated balance sheets. Contract assets are transferred to
receivables when the right to consideration becomes unconditional. Contract liabilities relate to advance consideration
received from customers or advance billings for which revenue has not been recognized. Current contract liabilities are
recorded in deferred revenue and non-current contract liabilities are recorded in other liabilities in the consolidated balance
sheets. Contract liabilities are reduced when the associated revenue from the contract is recognized.
The revenue recognized during 2025 and 2024 that was included in the contract liabilities at the beginning of the respective
periods amounted to $188,849 and $182,846, respectively.
Contract Costs
Costs incurred to obtain a customer contract are not material to the Company. The Company elected to apply the practical
expedient to not capitalize contract costs to obtain contracts with a duration of one year or less, which are expensed and
included within cost of goods and services in the consolidated statements of earnings.
3. Acquisitions
2025 Acquisitions
During the year ended December 31, 2025, the Company acquired four businesses in separate transactions for total
consideration of $665,270, net of cash acquired and inclusive of contingent consideration of $2,000 (a non-cash financing
activity) and measurement period adjustments. These businesses were acquired to complement and expand upon existing
operations within the Pumps & Process Solutions and Clean Energy & Fueling segments. The goodwill recorded as a result of
these acquisitions represents the economic benefits expected to be derived from product line expansions and operational
synergies. Goodwill of $16,614 is deductible for income tax purposes and $350,516 is non-deductible for income tax
purposes for these acquisitions. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are
based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly
during the measurement period as the Company finalizes the valuations of the assets acquired and liabilities assumed, and the
related tax balances.
Sikora
On June 11, 2025, the Company acquired 99.8% of the equity interest in Sikora AG ("Sikora"), a provider of precision
measurement, inspection and control solutions for production processes in the wires and cables, hoses, optical fibers and
plastic industries for $608,459, net of cash acquired and inclusive of measurement period adjustments. The Sikora acquisition
strengthens the Company's offerings in the Pumps & Process Solutions segment. In connection with this acquisition, the
Company recorded preliminary goodwill of $340,478 and intangible assets of $219,058 for customer intangibles, $72,942 for
unpatented technology and $17,690 for trademarks. The fair value for customer intangibles at the acquisition date was
determined using the multi-period excess earnings method under the income approach. The fair value measurements of
intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions
used in assessing the fair value of intangible assets include discounted future cash flows, customer attrition rates and discount
rates.
The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed in the Sikora
acquisition, based on their estimated fair values at acquisition date:
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
66

Total
Current assets, net of cash acquired
$
65,813
Property, plant and equipment
30,318
Goodwill
340,478
Intangible assets
309,690
Other assets and deferred charges
794
Current liabilities
(39,526)
Non-current liabilities
(99,108)
Net assets acquired
$
608,459
Other Acquisitions
On January 17, 2025, the Company acquired 100% of the equity interest in Cryogenic Machinery Corp. ("Cryo-Mach"), a
provider of cryogenic centrifugal pumps, mechanical seals and accessories, for total consideration of $28,909, net of cash
acquired and inclusive of measurement period adjustments. The Cryo-Mach business was acquired to expand the Company's
participation in cryogenic applications within the Pumps & Process Solutions segment. In connection with this acquisition,
the Company recorded preliminary tax-deductible goodwill of $9,250 and intangible assets of $21,020, primarily related to
customer intangibles.
On June 18, 2025, the Company acquired 100% of the equity interest in ipp Pump Products GmbH ("ipp"), a specialized
manufacturer of sanitary pump technologies, including hygienic lobe, progressive, and other processing equipment for
$16,523, net of cash acquired and inclusive of measurement period adjustments. ipp's products expand the Company's
capabilities in critical hygienic applications within the Pumps & Process Solutions segment. In connection with this
acquisition, the Company recorded preliminary goodwill of $10,038 and intangible assets of $5,648 related to customer
intangibles.
On August 1, 2025, the Company acquired 100% of the equity interest in Site IQ LLC ("SIQ"), an industrial internet of things
company with a focus on remote monitoring of fueling sites, for total consideration of $11,379, net of cash acquired and
inclusive of contingent consideration and measurement period adjustments. SIQ's hardware and software products expand the
Company's ability to deliver a comprehensive solution that brings actionable intelligence and remote hardware service to
retailers and service companies within the Clean Energy & Fueling segment. In connection with this acquisition, the
Company recorded preliminary tax-deductible goodwill of $7,364 and intangible assets of $4,600 related to unpatented
technology.
The amounts assigned to goodwill and major intangible asset classifications for all 2025 acquisitions were as follows:
Amount
allocated
Weighted Average
Useful Life (in
years)
Goodwill
$
16,614
na
Goodwill - non-deductible
350,516
na
Customer intangibles
242,626
15
Unpatented technologies
79,802
11
Trademarks
18,530
15
$
708,088
14
2024 Acquisitions
During the year ended December 31, 2024, the Company acquired eight businesses in separate transactions for total
consideration of $674,005, net of cash acquired and inclusive of contingent consideration of $38,736 (a non-cash financing
activity) and measurement period adjustments. These businesses were acquired to complement and expand upon existing
operations within the Clean Energy & Fueling, Engineered Products, Imaging & Identification and Pumps & Process
Solutions segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be
derived from product line expansions and operational synergies. Goodwill of $14,188 is deductible for income tax purposes
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
67

and $323,063 is non-deductible for income tax purposes for these acquisitions.
On July 19, 2024, the Company acquired 100% of the equity interests in the Marshall Excelsior Company ("MEC"), a
supplier of highly-engineered flow control components for transportation, storage, and use in liquefied petroleum gas and
other industrial gases, for $395,809, net of cash acquired and inclusive of measurement period adjustments. The MEC
acquisition expands the Company's critical flow control capabilities in the Clean Energy & Fueling segment. In connection
with this acquisition, the Company recorded goodwill of $187,923 and intangible assets of $194,100, primarily related to
customer intangibles. The fair value for customer intangibles at the acquisition date was determined using the multi-period
excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant
unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair values of intangible
assets include discounted future cash flows, customer attrition rates and discount rates. During the year ended December 31,
2025, the Company recorded additional measurement period adjustments resulting in an increase to the goodwill disclosed
above of $4,839.
The following presents the allocation of purchase price to the assets acquired and liabilities assumed, for the MEC
acquisition, based on the estimated fair values at acquisition date:
Total
Current assets, net of cash acquired
$
58,695
Property, plant and equipment
10,300
Goodwill
187,923
Intangible assets
194,100
Other assets and deferred charges
5,602
Current liabilities
(15,959)
Non-current liabilities
(44,852)
Net assets acquired
$
395,809
On January 17, 2024, the Company acquired 100% of the equity interests in the Transchem Group ("Transchem"), a supplier
of car wash chemicals and associated solutions, for $48,241, net of cash acquired and inclusive of contingent consideration
and measurement period adjustments. The Transchem acquisition expands the Company's chemical product offerings in the
Clean Energy & Fueling segment, specializing in wash performance and water reclaim technology that reduces water usage
and lowers car wash operators' cost. In connection with this acquisition, the Company recorded goodwill of $25,132 and
intangible assets of $26,309, primarily related to customer intangibles.
On January 31, 2024, the Company acquired 100% of the equity interests in Bulloch Technologies, Inc. ("Bulloch"), a
provider of point-of-sale ("POS"), forecourt controller and electronic payment server solutions to the convenience retail
industry, for $121,917, net of cash acquired and inclusive of contingent consideration and measurement period adjustments.
The acquisition of Bulloch expands the Company's offering in North America with highly complementary POS and forecourt
solutions within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of
$73,850 and intangible assets of $62,417, primarily related to customer intangibles.
On July 18, 2024, the Company acquired 100% of the equity interests in Demaco Holland B.V. ("Demaco"), a provider of
critical flow control components for cryogenic applications used in a wide range of end markets, for $42,556, net of cash
acquired and inclusive of contingent consideration and measurement period adjustments. The acquisition of Demaco expands
the Company's offering within the Clean Energy & Fueling segment. In connection with this acquisition, the Company
recorded goodwill of $23,788 and intangible assets of $20,159, primarily related to customer intangibles.
On August 9, 2024, the Company acquired 100% of the equity interest in Criteria Labs, Inc. ("Criteria Labs"), a provider of
radio frequency devices and microelectronic engineering solutions tailored for high-reliability applications, for $14,737, net
of cash acquired and inclusive of contingent consideration and measurement period adjustments. The acquisition of Criteria
Labs expands the Company's offerings within the Engineered Products segment. In connection with this acquisition, the
Company recorded goodwill of $7,252 and intangible assets of $7,900, primarily related to unpatented technologies.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
68

On August 9, 2024, the Company acquired 100% of the equity interest in SPS Cryogenics B.V. and Special Gas Systems B.V
("SPS Cryogenics"), a designer, manufacturer, and supplier of vacuum-insulated piping systems for a wide variety of
liquefied gases, for $11,080, net of cash acquired and inclusive of measurement period adjustments. The acquisition of SPS
Cryogenics expands the Company's presence in Europe with highly complementary offerings within the Clean Energy &
Fueling segment. In connection with this acquisition, the Company recorded goodwill of $5,118 and intangible assets of
$5,677, primarily related to customer intangibles.
On December 20, 2024, the Company acquired certain assets from Carter Day International, Inc.'s petrochemical division for
$33,968, inclusive of contingent consideration. The acquisition of these assets expands the Company's pelletizing-system
portfolio of dewatering and drying equipment and includes complementary high-volume dryer technology to offerings in the
Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded tax-deductible goodwill of
$14,188 and intangible assets of $19,780, primarily related to unpatented technologies and customer intangibles.
One other immaterial acquisition was completed during the year ended December 31, 2024, within the Imaging &
Identification segment. The acquisition is highly complementary to our existing track and trace solutions business, grows our
presence in the European market and adds complementary offerings to our portfolio.
The following presents, for the seven acquisitions other than MEC, the allocation of purchase price to the assets acquired and
liabilities assumed, based on their estimated fair values at acquisition date:
Total
Current assets, net of cash acquired
$
25,356
Property, plant and equipment
4,530
Goodwill
149,328
Intangible assets
146,138
Other assets and deferred charges
9,520
Current liabilities
(15,438)
Non-current liabilities
(41,238)
Net assets acquired
$
278,196
The amounts assigned to goodwill and major intangible asset classifications for all 2024 acquisitions were as follows:
Amount
Allocated
Weighted
Average Useful
Life (in years)
Goodwill - deductible
$
14,188
na
Goodwill - non-deductible
323,063
na
Customer intangibles
282,915
14
Unpatented technologies
38,401
7
Trademarks
18,922
15
$
677,489
14
2023 Acquisitions
During the year ended December 31, 2023, the Company acquired two businesses in separate transactions for total
consideration of $535,290, net of cash acquired and inclusive of contingent consideration. These businesses were acquired to
complement and expand upon existing operations within the Pumps & Process Solutions and Climate & Sustainability
Technologies segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to
be derived from product line expansions and operational synergies. Goodwill of $224,771 is deductible for income tax
purposes and $2,990 is non-deductible for income tax purposes for these acquisitions.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
69

FW Murphy
On December 4, 2023, the Company acquired 100% of the assets, and assumed certain liabilities, of the FW Murphy
Production Controls business ("FW Murphy"), a provider of control and optimization solutions for the reciprocating
compression industry, for $526,457. The FW Murphy acquisition strengthens the Company's position in compression
technologies for natural gas and clean energy applications, and adds complementary offerings within the Pumps & Process
Solutions segment. In connection with this acquisition, the Company recorded goodwill of $224,771 and intangible assets of
$254,000 for customer intangibles, $11,100 for unpatented technology and $10,400 for trademarks. The fair value for
customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income
approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent
Level 3 inputs. Significant assumptions used in assessing the fair values of intangible assets include discounted future cash
flows, customer attrition rates and discount rates.
The following presents the allocation of purchase price to the assets acquired and liabilities assumed in the FW Murphy
acquisition, based on their estimated fair values at acquisition date:
Total
Current assets
$
26,564
Goodwill
224,771
Intangible assets
275,500
Other assets and deferred charges
9,508
Current liabilities
(1,316)
Non-current liabilities
(8,570)
Net assets acquired
$
526,457
Other Acquisitions
On August 28, 2023, the Company acquired 100% of the equity interest in the Arc Pacific group ("Arc Pacific"), a global
supplier of can washers, dry-off, pin and internal bake ovens for the metal packaging industry, for $8,833, net of cash
acquired and inclusive of contingent consideration. The Arc Pacific acquisition extends the Company's reach into can
processing equipment production within the Climate & Sustainability Technologies segment. In connection with this
acquisition, the Company recorded goodwill of $2,990 and intangible assets of $7,670, primarily related to customer
intangibles.
The amounts assigned to goodwill and major intangible asset classifications for all 2023 acquisitions were as follows:
Amount
Allocated
Weighted
Average Useful
Life (in years)
Goodwill - deductible
$
224,771
na
Goodwill - non-deductible
2,990
na
Customer intangibles
259,700
15
Unpatented technology
12,510
8
Trademarks
10,960
15
$
510,931
15
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
70

4. Discontinued and Disposed Operations
Management evaluates Dover's businesses periodically for their strategic fit within its operations and may from time to time
sell or discontinue certain operations for various reasons.
Discontinued Operations
On October 8, 2024 the Company completed the sale of the ESG business, an operating company within the Engineered
Products segment, to Terex Corporation for total consideration, net of cash transferred, of $2.0 billion. The ESG sale qualifies
for discontinued operations reporting because its disposal represented a strategic shift with a major effect on the Company's
operations and financial results. As a result, the Company has classified the results of operations as discontinued operations in
the consolidated statements of earnings and in the consolidated statements of cash flows for the years ended December 31,
2025, 2024, and 2023. For the year ended December 31, 2024, this sale resulted in a preliminary pre-tax gain on disposition
of $1.6 billion ($1.2 billion after-tax), included within earnings from discontinued operations, net in the consolidated
statements of earnings. For the year ended December 31, 2025, net working capital adjustments of $9,796 ($7,739 after-tax),
other post-closing adjustments of $3,866 ($3,066 after-tax), and a tax benefit of $7,332 related to the final accrual on the
disposition gain were recorded resulting in a loss from discontinued operations, net of $3,473 in the consolidated statements
of earnings.
In June 2025, a jury returned a verdict against the ESG business for approximately $58.9 million in connection with litigation
involving alleged breach of contract and inducement of breach of fiduciary duty claims arising from certain product
development efforts. ESG has filed post-trial motions and, if necessary, will file an appeal with the U.S. Court of Appeals for
the Seventh Circuit. The Company has not recognized an expense in connection with this matter because it does not currently
believe a loss is probable.
Summarized results of the Company's discontinued operations are as follows:
Years Ended December 31,
2025
2024 (1)
2023
Revenue
$
—
$
678,415
$
753,658
Cost of goods and services
—
479,671
536,569
Gross profit
—
198,744
217,089
Selling, general and administrative expenses
—
68,677
70,086
Operating earnings
—
130,067
147,003
Loss (gain) on disposition
13,662
(1,640,948)
—
Other expense (income), net
—
704
(3)
(Loss) earnings from discontinued operations before
provision for income taxes
(13,662)
1,770,311
147,006
(Benefit) provision for income taxes
(10,189)
473,153
34,042
(Loss) earnings from discontinued operations, net
$
(3,473) $
1,297,158
$
112,964
(1) Reflects the results of the ESG business through the date of disposition on October 8th, 2024.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
71

2025 Dispositions
There were no dispositions in 2025.
2024 Dispositions
On March 31, 2024, the Company completed the sale of the De-Sta-Co business, an operating company within the
Engineered Products segment, for total consideration, net of cash transferred, of $675,885. This sale resulted in a pre-tax gain
on disposition of $530,349 ($415,376 after-tax) included within the consolidated statements of earnings for the year ended
December 31, 2024. The sale did not meet the criteria to be classified as a discontinued operation, as it did not represent a
strategic shift that would have a major effect on operations and financial results.
On September 30, 2024, a minority owned equity method investment held within the Climate & Sustainability Technologies
segment was sold and the Company received its proportionate share of the proceeds amounting to $92,962. The sale resulted
in pre-tax gain of $67,449 ($47,008 after-tax) and included within the consolidated statements of earnings for the year ended
December 31, 2024.
2023 Dispositions
There was one immaterial disposition in 2023.
5. Inventories, net
December 31, 2025
December 31, 2024
Raw materials
$
765,453
$
649,993
Work in progress
235,523
233,544
Finished goods
422,229
390,625
Subtotal
1,423,205
1,274,162
Less reserves
(150,421)
(129,324)
Total
$
1,272,784
$
1,144,838
6. Property, Plant and Equipment, net
December 31, 2025
December 31, 2024
Land
$
68,650
$
62,270
Buildings and improvements
705,756
626,075
Machinery, equipment and other
2,170,149
1,945,479
Property, plant and equipment, gross
2,944,555
2,633,824
Accumulated depreciation
(1,824,932)
(1,645,900)
Property, plant and equipment, net
$
1,119,623
$
987,924
Depreciation expense totaled $169,251, $154,449 and $151,271 for the years ended December 31, 2025, 2024 and 2023,
respectively.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
72

7. Leases
The Company's ROU assets and lease liabilities are discussed in Note 1 — Description of Business and Summary of
Significant Accounting Policies.
The components of lease costs were as follows:
Years Ended December 31,
2025
2024
2023
Operating Lease Costs:
Fixed
$
66,752
$
61,464
$
57,409
Variable
9,346
8,890
8,243
Short-term
21,718
20,564
20,550
Total(1)
$
97,816
$
90,918
$
86,202
(1) Finance lease cost and sublease income were immaterial.
Supplemental cash flow information related to leases was as follows:
Years Ended December 31,
2025
2024
2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows for operating leases
$
65,302
$
63,093
$
57,607
Operating cash flows for finance leases
479
443
318
Financing cash flows for finance leases
5,347
4,316
3,231
Total
$
71,128
$
67,852
$
61,156
Right-of-use assets obtained in exchange for lease obligations:
Operating leases
$
48,143
$
49,021
$
50,997
Financing leases
3,197
4,469
3,539
Total
$
51,340
$
53,490
$
54,536
Supplemental balance sheet information related to leases was as follows:
December 31, 2025
December 31, 2024
Operating Leases
Right-of-use assets:
Other assets and deferred charges
$
229,003
$
208,379
Lease liabilities:
Other accrued expenses
$
52,366
$
49,646
Other liabilities
194,465
174,905
Total operating lease liabilities
$
246,831
$
224,551
Finance Leases
Right-of-use assets:
Property, plant and equipment, net (1)
$
10,422
$
9,044
Lease liabilities:
Other accrued expenses
$
4,504
$
3,543
Other liabilities
5,145
5,603
Total finance lease liabilities
$
9,649
$
9,146
(1) Finance lease right-of-use assets are recorded net of accumulated depreciation of $16,924 and $12,378 for the years ended December 31,
2025 and December 31, 2024, respectively.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
73

The aggregate future lease payments for operating and finance leases as of December 31, 2025 were as follows:
Operating
Finance
2026
$
61,264
$
5,554
2027
51,905
3,229
2028
41,714
1,558
2029
31,026
527
2030
23,745
145
Thereafter
79,795
14
Total lease payments
289,449
11,027
Less interest
(42,618)
(1,378)
Present value of lease liabilities
$
246,831
$
9,649
Average lease terms and discount rates were as follows:
December 31, 2025
December 31, 2024
December 31, 2023
Weighted-average remaining lease term (years)
Operating leases
7.0
6.9
7.2
Finance leases
2.5
2.7
3.0
Weighted-average discount rate
Operating leases
4.2 %
4.1 %
4.0 %
Finance leases
4.2 %
4.2 %
3.9 %
8. Credit Losses
The Company is exposed to credit losses primarily through sales of products and services. Due to the short-term nature of
such receivables, the estimated amount of accounts receivable that may not be collected is based on aging of the accounts
receivable balances and other historical and forward-looking information on the financial condition of the customers.
Balances are written off when determined to be uncollectible.
The following table provides a roll-forward of the allowance for credit losses that is deducted from the amortized cost basis
of accounts receivable to present the net amount expected to be collected.
2025
2024
2023
Balance at January 1
$
28,794
$
30,679
$
38,504
Provision for expected credit losses, net of recoveries
8,819
5,329
2,644
Amounts written off charged against the allowance
(10,115)
(6,492)
(10,096)
Other, including dispositions and foreign currency translation
7,920
(722)
(373)
Balance at December 31
$
35,418
$
28,794
$
30,679
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
74

9. Goodwill and Other Intangible Assets
Goodwill
The changes in the carrying value of goodwill by reportable operating segments were as follows:
Engineered
Products
Clean
Energy &
Fueling
Imaging &
Identification
Pumps &
Process
Solutions
Climate &
Sustainability
Technologies
Total
Goodwill
$
425,849
$ 1,409,302
$
1,092,960
$ 1,268,541
$
511,473
$ 4,708,125
Accumulated impairment loss (1)
(10,591)
—
—
(59,970)
—
(70,561)
Balance at January 1, 2024
415,258
1,409,302
1,092,960
1,208,571
511,473
4,637,564
Acquisitions
7,252
315,811
—
14,188
—
337,251
Measurement period adjustments
—
—
—
227
371
598
Foreign currency translation
(7,246)
(29,716)
(20,929)
(10,944)
(876)
(69,711)
Balance at December 31, 2024
415,264
1,695,397
1,072,031
1,212,042
510,968
4,905,702
Acquisitions
—
7,364
—
359,766
—
367,130
Measurement period adjustments
—
4,677
—
(188)
—
4,489
Foreign currency translation
15,543
51,601
47,577
35,640
2,356
152,717
Balance at December 31, 2025
$
430,807
$ 1,759,039
$
1,119,608
$ 1,607,260
$
513,324
$ 5,430,038
(1) Accumulated impairment loss as of December 31, 2025 is not subject to foreign currency translation.
During 2025 and 2024, the Company recognized additions of $367,130 and $337,251, respectively, to goodwill as a result of
acquisitions as discussed in Note 3 — Acquisitions. During the year ended December 31, 2025, the Company recorded
measurement period adjustments that increased goodwill by $4,489 primarily related to the MEC acquisition in the third
quarter of 2024 under the Clean Energy & Fueling segment.
Annual impairment testing
The Company tests goodwill for impairment annually in the fourth quarter of each year, whenever events or circumstances
indicate an impairment may have occurred, or when a change in the composition of reporting units occurs for other reasons,
such as a change in segments.
The Company performed its annual goodwill impairment test during the fourth quarter of 2025 using a discounted cash flow
analysis as discussed in Note 1 — Description of Business and Summary of Significant Accounting Policies. The Company
performed a quantitative goodwill impairment test for each of its reporting units, concluding that the fair values of all of its
reporting units were in excess of their carrying values. No impairment of goodwill was required. The discounted cash flow
analysis includes management's current assumptions as to future cash flows and long-term growth rates. The discount rates
utilized are based on a capital asset pricing model and published relevant industry rates, which take into consideration the
risks and uncertainties inherent to the reporting units and in the internally developed forecasts. The discount rate used in the
2025 reporting unit valuations was 9.8%. Further, the Company assessed the current market capitalization, forecasts and the
amount of headroom in the 2025 impairment test.
While the Company believes the assumptions used in the 2025 impairment analysis are reasonable and representative of
expected results, actual results may differ from expectations.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
75

Intangible Assets
The Company's definite-lived and indefinite-lived intangible assets by major asset class were as follows:
December 31, 2025
December 31, 2024
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Gross
Amount
Accumulated
Amortization
Net
Carrying
Amount
Amortized intangible assets:
Customer intangibles
$2,663,551
$
1,369,528
$1,294,023
$2,343,823
$
1,174,195
$1,169,628
Trademarks
311,501
180,564
130,937
283,216
156,745
126,471
Patents
197,671
148,694
48,977
201,828
146,271
55,557
Unpatented technologies
369,832
203,960
165,872
277,945
169,310
108,635
Distributor relationships
85,840
75,919
9,921
79,855
66,469
13,386
Other
28,301
15,147
13,154
22,100
11,400
10,700
Total
3,656,696
1,993,812
1,662,884
3,208,767
1,724,390
1,484,377
Unamortized intangible assets:
Trademarks
96,732
—
96,732
96,477
—
96,477
Total intangible assets, net
$3,753,428
$
1,993,812
$1,759,616
$3,305,244
$
1,724,390
$1,580,854
The Company recorded $340,958 of acquired intangible assets in 2025. See Note 3 — Acquisitions for further information.
For the years ended December 31, 2025, 2024 and 2023, amortization expense was $210,326, $183,393 and $153,775
respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization.
Estimated future amortization expense related to intangible assets held at December 31, 2025 for the next five years is as
follows:
Estimated Amortization
2026
$
221,952
2027
215,867
2028
182,961
2029
171,082
2030
161,970
10. Other Accrued Expenses and Other Liabilities
The following table details the major components of other accrued expenses:
December 31, 2025
December 31, 2024
Accrued rebates and volume discounts
$
55,666
$
52,067
Operating lease liabilities
52,366
49,646
Taxes other than income
45,136
39,486
Warranty
38,239
36,503
Accrued interest
22,363
20,620
Restructuring and exit costs
18,594
18,466
Accrued commissions (non-employee)
11,985
12,243
Other
107,704
106,295
Total other accrued expenses
$
352,053
$
335,326
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
76

The following table details the major components of other liabilities (non-current):
December 31, 2025
December 31, 2024
Operating lease liabilities
$
194,465
$
174,905
Deferred compensation
84,272
88,464
Defined benefit and other postretirement benefit plans
84,019
87,019
Unrecognized tax benefits
57,427
53,927
Legal and environmental
26,167
26,045
Deferred revenue
4,427
4,452
Warranty
7,619
5,552
Other
24,669
30,763
Total other liabilities
$
483,065
$
471,127
Warranty
Estimated warranty program claims are provided for at the time of sale. Amounts provided for are based on historical costs
and adjusted for new claims. The changes in the carrying amount of product warranties were as follows:
Years Ended December 31,
2025
2024
2023
Balance at January 1
$
42,055
$
42,243
$
43,056
Provision for warranties
51,130
55,442
49,708
Settlements made
(51,596)
(52,562)
(50,769)
Other adjustments, including acquisitions and currency translation
4,269
(3,068)
248
Balance at December 31
$
45,858
$
42,055
$
42,243
11. Restructuring Activities
The Company's restructuring charges by segment were as follows:
Years Ended December 31,
2025
2024
2023
Engineered Products
$
4,983
$
7,847
$
8,976
Clean Energy & Fueling
13,755
30,858
20,336
Imaging & Identification
4,652
9,960
5,918
Pumps & Process Solutions
9,735
4,956
7,686
Climate & Sustainability Technologies
22,508
15,197
4,541
Corporate
1,110
992
2,444
Total
$
56,743
$
69,810
$
49,901
These amounts are classified in the consolidated statements of earnings as follows:
Cost of goods and services
$
32,092
$
37,993
$
19,352
Selling, general and administrative expenses
24,651
31,817
30,549
Total
$
56,743
$
69,810
$
49,901
The restructuring expenses of $56,743 incurred during the year ended December 31, 2025 were primarily related to exit costs
and headcount reductions across all segments, most notably within the Climate & Sustainability Technologies and Clean
Energy & Fueling segments. These restructuring programs were initiated in 2024 and 2025 and the Company will continue to
make proactive adjustments to its cost structure to align with current demand trends. Additional programs, beyond the scope
of the announced programs, may be implemented during 2026 with related restructuring charges.
Restructuring expenses incurred in 2024 and 2023 were primarily comprised of headcount reductions and product line and
other exit costs.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
77

The Company's severance and exit accrual activities were as follows:
Severance
Exit
Total
Balance at January 1, 2023
$
12,007
$
2,468
$
14,475
Restructuring charges
36,899
13,002
49,901
Payments
(31,133)
(9,910)
(41,043)
Other, including foreign currency translation
873
(2,447)
(1,574)
Balance at December 31, 2023
18,646
3,113
21,759
Restructuring charges
28,917
40,893
(1)
69,810
Payments
(33,514)
(10,481)
(43,995)
Other, including foreign currency translation
(505)
(27,634) (1)
(28,139)
Balance at December 31, 2024
13,544
5,891
19,435
Restructuring charges
26,281
30,462
(1)
56,743
Payments
(27,044)
(16,824)
(43,868)
Other, including foreign currency translation
2,374
(16,090) (1)
(13,716)
Balance at December 31, 2025
$
15,155
$
3,439
$
18,594
(1) Exit reserves activity includes non-cash asset charges related to a product line exit within the Climate & Sustainability Technologies
segment.
The restructuring accrual balances at December 31, 2025 primarily reflect restructuring plans initiated during the year.
12. Borrowings
Borrowings consist of the following:
December 31, 2025
December 31, 2024
Short-term
Current portion of long-term debt
$
706,677
$
399,411
Other
—
645
Short-term borrowings and current portion of long-term debt
$
706,677
$
400,056
Carrying amount (1)
Principal
December 31,
2025
December 31,
2024
Long-term
3.15% 10-year notes due November 15, 2025
$
400,000
$
—
$
399,411
1.25% 10-year notes due November 9, 2026 (euro-denominated)
€
600,000
706,677
622,313
0.750% 8-year notes due November 4, 2027 (euro-denominated)
€
500,000
588,082
517,863
6.65% 30-year debentures due June 1, 2028
$
200,000
199,757
199,657
2.950% 10-year notes due November 4, 2029
$
300,000
298,544
298,166
3.50% 8-year notes due November 12, 2033 (euro-denominated)
€
550,000
642,927
—
5.375% 30-year debentures due October 15, 2035
$
300,000
297,557
297,308
6.60% 30-year notes due March 15, 2038
$
250,000
248,618
248,505
5.375% 30-year notes due March 1, 2041
$
350,000
345,810
345,534
Total long-term debt
$
3,327,972
$
2,928,757
Less current portion of long-term debt
(706,677)
(399,411)
Net long-term debt
$
2,621,295
$
2,529,346
(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts were $8.6
million and $8.5 million as of December 31, 2025 and December 31, 2024, respectively. Total deferred debt issuance costs were $9.7
million and $6.8 million as of December 31, 2025 and December 31, 2024, respectively.
The discounts are being amortized to interest expense using the effective interest method over the life of the issuances. The
deferred issuance costs are amortized on a straight-line basis over the life of the debt, as this approximates the effective
interest method.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
78

On November 12, 2025, the Company issued €550,000 of 3.50% euro-denominated notes due 2033 ("2033 Notes"). The
proceeds of €546,552 from the issuance of the 2033 Notes, net of discounts and issuance costs, were used for general
corporate purposes.
On November 15, 2025, the outstanding 3.150% notes with a principal value of $400,000 matured. The repayment of the
notes at maturity was funded by the Company's existing cash balances.
On April 6, 2023, the Company entered into a $1.0 billion five-year unsecured revolving credit facility and on April 3, 2025,
the Company entered into a new $500.0 million 364-day unsecured revolving credit facility (together, the "Credit
Agreements") with a syndicate of banks. The current 364-day credit facility replaced the previous $500.0 million 364-day
credit facility, which expired on April 3, 2025. The lenders' commitments under the Credit Agreements will terminate and
any outstanding loans under the Credit Agreements will mature on April 6, 2028 and April 2, 2026, respectively. The
Company may elect to extend the maturity date of any loans under the new 364-day credit facility until April 2, 2027, subject
to conditions specified therein. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial
paper program and also are available for general corporate purposes. At the Company's election, loans under the Credit
Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay
facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain a
minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. As of
December 31, 2025 and December 31, 2024, there were no outstanding borrowings under the five-year, previous or current
364-day credit facilities.
The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at
December 31, 2025 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 48.8
to 1.
As of December 31, 2025, the future maturities of long-term debt were as follows:
Future Maturities
2026
$
707,714
2027
589,762
2028
200,000
2029
300,000
2030
—
2031 and thereafter
1,548,738
Total
$
3,346,214
Letters of Credit and other Guarantees
As of December 31, 2025, the Company had approximately $230.0 million outstanding in letters of credit, surety bonds, and
performance and other guarantees which primarily expire on various dates through 2035. These letters of credit and bonds are
primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable
for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which is
believed to be remote.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
79

13. Financial Instruments
Cash Flow Hedges
The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its
operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted
sales and purchases, which occur within the next twelve months that are denominated in non-functional currencies, with
currency forward contracts designated as cash flow hedges. At December 31, 2025 and 2024, the Company had contracts
with total notional amounts of $153,765 and $142,835, respectively, to exchange currencies, principally euro, pound sterling,
Swedish krona, Canadian dollar, Chinese yuan, and Swiss franc. The Company believes it is probable that all forecasted cash
flow transactions will occur.
In addition, the Company had outstanding contracts with a total notional amount of $74,403 and $75,784 as of December 31,
2025 and December 31, 2024, respectively, that are not designated as hedging instruments. These instruments are used to
reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies.
Gains and losses on these contracts are recorded in other income, net in the consolidated statements of earnings.
The following table sets forth the fair values of derivative instruments held by the Company as of December 31, 2025 and
2024 and the balance sheet lines in which they are recorded:
Fair Value Asset (Liability)
,
2025
,
2024
Balance Sheet Caption
Foreign currency forward
$
647
$
2,258
Prepaid and other current assets
Foreign currency forward
(654)
(888) Other accrued expenses
For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other
comprehensive earnings (loss), net of tax as a separate component of the consolidated statements of stockholders' equity and
is reclassified into revenues or cost of goods and services in the consolidated statements of earnings during the period in
which the hedged transaction is settled. The amount of gains or losses from hedging activity recorded in earnings is not
significant and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to
earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no
amounts excluded from the assessment of hedge effectiveness, and the Company's derivative instruments that are subject to
credit risk contingent features were not significant.
The Company is exposed to credit loss in the event of nonperformance by counterparties to the financial instrument contracts
held by the Company; however, nonperformance by these counterparties is considered unlikely as the Company's policy is to
contract with highly-rated, diversified counterparties.
Net Investment Hedges
The Company designates derivative and non-derivative instruments as net investment hedges to hedge the net assets of
certain foreign subsidiaries which are exposed to volatility in foreign currency exchange rates. The Company has designated
the €600,000, €500,000, and €550,000 of euro-denominated notes issued November 9, 2016, November 4, 2019, and
November 12, 2025, respectively, as hedges of its net investment in euro-denominated operations. In May of 2025, the
Company entered into a €550,000 currency forward contract designated as a net investment hedge for the duration of the
contract. The forward contract settled in December of 2025.
Changes in the value of the euro-denominated debt and currency forward contract, which are calculated using the spot
method, are recognized in foreign currency translation adjustments within other comprehensive earnings (loss) in the
consolidated statements of comprehensive earnings. These changes in fair value of the euro-denominated debt and currency
forward contract resulting from exchange rate differences are offset by changes in the net investment due to the high degree
of effectiveness between the hedging instruments and the exposure being hedged.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
80

Amounts recognized in other comprehensive earnings for the gains (losses) on net investment hedges were as follows:
2025
2024
2023
(Loss) gain on euro-denominated debt
$ (154,778) $
66,789
$
(45,805)
Loss on currency forward contract
(14,768)
—
—
(Loss) gain on net investment hedges
(169,546)
66,789
(45,805)
Tax benefit (expense)
38,237
(14,996)
10,438
Net (loss) gain on net investment hedges, net of tax
$ (131,309) $
51,793
$
(35,367)
Fair Value Measurements
ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to
maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial
instrument's categorization within the hierarchy is based on the lowest level of input that is significant to the fair value
measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value as follows:
Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.
Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in
active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not
active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of
assets or liabilities.
Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own
assumptions.
The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of
December 31, 2025 and 2024:
December 31, 2025
December 31, 2024
Level 2
Level 2
Assets:
Foreign currency cash flow hedges
$
647
$
2,258
Liabilities:
Foreign currency cash flow hedges
654
888
The derivative contracts are measured at fair value using models based on observable market inputs such as foreign currency
exchange rates and interest rates; therefore, they are classified within Level 2 of the fair value hierarchy.
In addition to fair value disclosure requirements related to financial instruments carried at fair value, accounting standards
require disclosures regarding the fair value of all of the Company's financial instruments.
The estimated fair value of long-term debt at December 31, 2025 and 2024 was $2,652,750 and $2,492,535, respectively. The
estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as
Level 2 within the fair value hierarchy.
The carrying values of cash and cash equivalents, trade receivables, accounts payable, short-term borrowings and current
portion of long-term debt approximate their fair values as of December 31, 2025 and 2024 due to the short-term nature of
these instruments.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
81

14. Income Taxes
Income taxes have been based on the following components of earnings before provision for income taxes and discontinued
operations in the consolidated statements of earnings:
Years Ended December 31,
2025
2024
2023
Domestic
$
844,403
$ 1,127,389
$
608,423
Foreign
529,849
629,627
514,577
Total
$ 1,374,252
$ 1,757,016
$ 1,123,000
Income tax expense (benefit) related to continuing operations for the years ended December 31, 2025, 2024 and 2023 is
comprised of the following:
Years Ended December 31,
2025
2024
2023
Current:
U.S. federal
$
131,881
$
233,348
$
114,195
State and local
18,529
47,199
13,930
Foreign
155,029
168,151
143,216
Total current
305,439
448,698
271,341
Deferred:
U.S. federal
(8,707)
(35,304)
(28,471)
State and local
1,472
(12,362)
4,047
Foreign
(21,381)
(43,984)
(67,781)
Total deferred
(28,616)
(91,650)
(92,205)
Provision for income taxes
$
276,823
$
357,048
$
179,136
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
82

Effective January 1, 2025, the Company adopted ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income
Taxes Disclosures prospectively. The following table is a reconciliation of the U.S. federal statutory rate of 21% to the
Company’s effective rate for the year ended December 31, 2025 in accordance with the guidance in ASU No. 2023-09:
Year Ended December 31,
2025
Amount
Percent
U.S. federal income tax rate
$
288,578
21.0 %
State and local taxes, net of federal income tax benefit(a)
15,611
1.1
Foreign tax effects
Switzerland:
Statutory tax rate differential
(15,059)
(1.1)
Other
10,135
0.7
Other jurisdictions
25,229
1.8
Enactment of new tax laws
4,414
0.3
Effect of cross-border tax laws
Foreign-derived intangible income
(15,814)
(1.2)
Other
1,467
0.1
Tax credits
(7,308)
(0.5)
Change in valuation allowance
—
—
Non-taxable or non-deductible items
(26)
—
Changes in unrecognized tax benefits
4,473
0.3
Other adjustments
Capital loss
(34,853)
(2.5)
Other
(24)
—
Total tax provision and effective tax rate
$
276,823
20.1 %
(a) State taxes in California, Illinois, Michigan, Minnesota, New Hampshire, and Pennsylvania comprised greater than 50% of the tax effect
in this category.
The following table is a reconciliation of the U.S. federal statutory rate of 21% to the Company’s effective rate for the years
ended December 31, 2024 and 2023 in accordance with the guidance prior to the adoption of ASU No. 2023-09:
Years Ended December 31,
2024
2023
U.S. federal income tax rate
21.0 %
21.0 %
State and local taxes, net of federal income tax benefit
1.0
1.5
Foreign operations tax effect
0.6
0.5
Foreign-derived intangible income
(1.0)
(1.5)
Share awards
(0.3)
(0.4)
Withholding tax
0.1
2.7
Change in valuation allowance
(0.4)
(6.2)
Dispositions
0.6
—
Tax credits
(0.4)
(0.6)
Audit resolutions
(0.2)
(0.7)
Other
(0.7)
(0.3)
Effective tax rate
20.3 %
16.0 %
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
83

The tax effects of temporary differences that give rise to deferred tax assets and liabilities are as follows:
December 31, 2025
December 31, 2024
Deferred Tax Assets:
Accrued compensation, postretirement and other employee benefits
$
38,722
$
45,145
Accrued expenses
18,689
17,218
Net operating loss and other carryforwards
386,863
311,043
Inventories
31,632
31,583
Allowance for credit losses
7,938
8,428
Accrued insurance
1,569
2,340
Long-term liabilities, warranty and environmental costs
6,585
6,818
Lease obligations
54,357
51,837
Capitalized research and development
39,167
68,240
Other assets
17,821
—
Total gross deferred tax assets
603,343
542,652
Valuation allowance
(209,948)
(198,082)
Total deferred tax assets, net of valuation allowances
$
393,395
$
344,570
Deferred Tax Liabilities:
Intangible assets
$
(523,317) $
(440,946)
Property, plant and equipment
(73,924)
(69,920)
Lease right-of-use assets
(50,356)
(48,088)
Other liabilities
(10,057)
(21,250)
Total deferred tax liabilities
(657,654)
(580,204)
Net deferred tax liability
$
(264,259) $
(235,634)
Classified as follows in the Consolidated Balance Sheets:
Other assets and deferred charges
$
130,109
$
116,372
Deferred income taxes
(394,368)
(352,006)
$
(264,259) $
(235,634)
As of December 31, 2025, the Company has $304,941 of deferred tax assets recorded related to non-U.S. tax loss
carryforwards primarily resulting from non-operating activities and tax credit carryforwards. The non-U.S. losses and credits
as of December 31, 2025 are available to be carried forward, with $122,742 expiring during the years 2026 through 2045, and
the remaining $182,199 carried forward indefinitely.
As of December 31, 2025, the Company has $81,922 of deferred tax assets recorded related to U.S. federal and state tax loss
and tax credit carryforwards. The U.S. federal and state tax losses and credits as of December 31, 2025 are available to be
carried forward, with $78,970 expiring during the years 2026 through 2045, and the remaining $2,952 carried forward
indefinitely.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
84

The Company maintains valuation allowances by jurisdiction against the deferred tax assets related to certain of these
carryforwards for which it is more likely than not that some portion or all will not be realized. The following table is a
reconciliation of the beginning and ending balances of the Company's valuation allowance on deferred tax assets:
Total
Balance at January 1, 2023
$
271,203
Additions
31,388
Reductions
(92,660)
Balance at December 31, 2023
209,931
Additions
27,192
Reductions
(39,041)
Balance at December 31, 2024
198,082
Additions
25,027
Reductions
(13,161)
Balance at December 31, 2025
$
209,948
Unrecognized Tax Benefits
The Company files U.S federal, state, local and non-U.S. tax returns. The Company is routinely audited by the tax authorities
in these jurisdictions, and a number of audits are currently underway. It is reasonably possible during the next twelve months
that uncertain tax positions may be settled, which could result in a decrease in the gross amount of unrecognized tax benefits.
This decrease may result in an income tax benefit. All significant U.S. federal, state, local and non-U.S. matters have been
concluded through 2022. The Company believes adequate provision has been made for all income tax uncertainties.
The following table is a reconciliation of the beginning and ending balances of the Company's unrecognized tax benefits:
Total
Unrecognized tax benefits at January 1, 2023
$
28,186
Additions based on tax positions related to the current year
1,235
Additions for tax positions of prior years
2,223
Reductions for tax positions of prior years
(3,361)
Cash settlements
(1,791)
Lapse of statutes
(3,983)
Unrecognized tax benefits at December 31, 2023
22,509
Additions based on tax positions related to the current year
33,688
Additions for tax positions of prior years
507
Reductions for tax positions of prior years
(337)
Cash settlements
(2,307)
Lapse of statutes
(4,314)
Unrecognized tax benefits at December 31, 2024
49,746
Additions based on tax positions related to the current year
3,783
Additions for tax positions of prior years
2,533
Reductions for tax positions of prior years
(1,122)
Cash settlements
(856)
Lapse of statutes
(3,344)
Unrecognized tax benefits at December 31, 2025
$
50,740
If recognized, the net amount of potential tax benefits as of December 31, 2025 that would impact the Company's effective
tax rate is $44,077. During the years ended December 31, 2025, 2024 and 2023, the Company recorded (expense)/income of
$(2,506), $617 and $1,378, respectively, as a component of provision for income taxes for the accrued interest and penalties
related to unrecognized tax benefits. The Company had accrued interest and penalties of $6,687 at December 31, 2025 and
$4,181 at December 31, 2024, which are not included in the unrecognized tax benefits table above.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
85

Income Tax Payments
Disclosed below is a summary of income taxes paid by jurisdiction pursuant to the disclosure requirements of ASU No.
2023-09 for the year ended December 31, 2025:
Year Ended
December 31, 2025
United States – federal
$
131,106
United States - state and local
38,292
China
23,322
Other
114,348
Total
$
307,068
15. Equity and Cash Incentive Program
The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee
of the Board of Directors at its regularly scheduled first quarter meeting. For the years presented herein, employee awards
were made pursuant to the terms of the Company's 2021 Omnibus Incentive Plan (the "2021 Plan") and 2012 Equity and
Cash Incentive Plan (the "2012 Plan").
On May 7, 2021, the shareholders approved the 2021 Plan, to replace the 2012 Plan, which otherwise would have terminated
according to its terms on May 3, 2022. Upon approval of the 2021 Plan, no additional awards could be granted under the
2012 Plan, and the remaining 4,888,197 shares available for additional award grant purposes became available for issuance
under the 2021 Plan. The 2021 Plan provides for stock options and SARs, RSUs, PSAs, cash performance awards, directors'
shares and deferred stock units. Under the 2021 Plan, a total of 8,300,000 newly authorized shares of common stock are
reserved for issuance, resulting in a total of 13,188,197 authorized shares available for issuance. These shares are subject to
adjustments resulting from stock dividends, stock splits, recapitalizations, reorganizations and other similar changes.
Officers and other key employees, as well as non-employee directors, are eligible to participate in the 2021 Plan, and were
also eligible under the 2012 Plan which had a ten-year term between May 3, 2012 to May 3, 2022.
Stock-based compensation costs are reported within selling, general and administrative expenses in the consolidated
statements of earnings. The following table summarizes the Company's compensation expense relating to all stock-based
incentive plans:
Years Ended December 31,
2025
2024
2023
Pre-tax stock-based compensation expense
$
43,981
$
40,359
$
30,766
Tax benefit
(4,423)
(3,792)
(3,106)
Total stock-based compensation expense, net of tax
$
39,558
$
36,567
$
27,660
Pre-tax stock-based compensation expense attributable to discontinued operations was $673 and $699 for the years ended
December 31, 2024 and 2023, respectively. These expenses are included within stock-based compensation expense in the
consolidated statements of stockholders' equity. See Note 4 — Discontinued and Disposed Operations for further details.
SARs
The exercise price per share for SARs is equal to the closing price of the Company's stock on the New York Stock Exchange
on the date of grant. New common shares are issued when SARs are exercised. The period during which SARs are
exercisable is fixed by the Company's Compensation Committee at the time of grant. Generally, the SARs vest after three
years of service and expire at the end of ten years.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
86

In 2025, 2024 and 2023, the Company issued SARs covering 283,837, 355,685 and 359,715 shares, respectively. The fair
value of each SAR grant was estimated on the date of grant using a Black-Scholes option-pricing model with the following
assumptions:
2025
2024
2023
Risk-free interest rate
4.35 %
4.13 %
3.91 %
Dividend yield
1.02 %
1.28 %
1.32 %
Expected life (years)
5.5
5.5
5.4
Volatility
30.50 %
31.32 %
30.65 %
Grant price
$202.33
$160.11
$153.25
Fair value per share at date of grant
$66.39
$51.17
$47.27
Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover
stock. The Company uses historical data to estimate SAR exercise and employee termination patterns within the valuation
model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average
period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the
awards is based on the U.S. Treasury yield curve in effect at the time of grant.
A summary of activity relating to SARs granted under the 2021 Plan and the 2012 Plan for the year ended December 31,
2025 is as follows:
Number of
Shares
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual
Term (Years)
Aggregate
Intrinsic Value
Outstanding at January 1, 2025
2,401,646
$
119.11
Granted
283,837
202.33
Forfeited / expired
(32,034)
167.43
Exercised
(212,491)
80.28
Outstanding at December 31, 2025
2,440,958
131.53
5.4
$
157,469
Exercisable at December 31, 2025
1,532,708
$
108.33
3.8
$
133,215
Unrecognized compensation expense related to SARs not yet exercisable was $7,276 at December 31, 2025. This cost is
expected to be recognized over a weighted average period of 1.7 years.
Other information regarding the exercise of SARs is listed below:
2025
2024
2023
Fair value of SARs that became exercisable
$
11,733
$
9,629
$
7,492
Aggregate intrinsic value of SARs exercised
22,917
28,833
26,041
PSAs
PSAs granted are expensed over the three-year requisite performance and service period. Awards become vested if (1) the
Company achieves certain conditions, discussed below, and (2) the employee remains continuously employed by the
Company during the performance period. Partial vesting may occur after separation from service in the case of certain
terminations not for cause and for retirements.
In 2025, 2024 and 2023, the Company issued PSAs covering 34,458, 43,602 and 43,656 shares, respectively.
The PSAs granted in 2025 and 2024 vest based on the attainment of two equally weighted measures: (i) Dover’s performance
relative to established internal metrics (performance condition) and (ii) Dover's performance relative to its peer group
(companies listed under the S&P 500 Industrials sector; market condition). The PSAs granted in 2023 vest solely on the
attainment of Dover's performance relative to its peer group (same aforementioned market condition).
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
87

The grant date fair value of the performance condition portion is determined using Dover’s closing stock price at the date of
grant and the amount of expense recognized over the vesting period is subject to adjustment based on the expected attainment
of the performance condition. The fair value per share at the date of grant for the 2025 and 2024 performance condition
portion were $202.33 and $177.19, respectively.
The grant date fair value of the 2025 and 2024 market condition portion, and all 2023 PSAs, is determined using the Monte
Carlo simulation model. The amount of expense recognized over the vesting period is not subject to change based on future
market conditions. The assumptions used in the Monte Carlo model to determine the fair value of the PSAs granted in the
respective periods were as follows:
2025
2024
2023
Risk-free interest rate
4.21 %
4.37 %
4.28 %
Dividend yield
1.02 %
1.15 %
1.32 %
Expected life (years)
2.9
2.8
2.9
Volatility
23.10 %
23.30 %
27.30 %
Grant price
$202.33
$177.19
$153.25
Fair value per share at date of grant
$318.38
$287.62
$249.48
A summary of activity for PSAs for the year ended December 31, 2025 is as follows:
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
Unvested at January 1, 2025
79,075
$
240.59
Granted
34,458
260.36
Forfeited
—
—
Vested
(43,157)
247.38
Unvested at December 31, 2025
70,376
$
246.09
Unrecognized compensation expense related to unvested PSAs as of December 31, 2025 was $11,889, which will be
recognized over a weighted average period of 1.7 years.
RSUs
The Company also has restricted stock authorized for grant. Common stock of the Company may be granted at no cost to
certain officers and key employees. In general, restrictions limit the sale or transfer of these shares during a three-year period,
and restrictions lapse proportionately over the three-year period. The Company granted 66,762, 94,307 and 91,439 of RSUs
in 2025, 2024 and 2023, respectively. The fair value of these awards was determined using Dover's closing stock price on the
date of grant, which was $202.33, $160.11, and $153.25 in 2025, 2024 and 2023, respectively.
A summary of activity for RSUs for the year ended December 31, 2025 is as follows:
Number of
Shares
Weighted
Average
Grant-Date
Fair Value
Unvested at January 1, 2025
163,600
$
155.62
Granted
66,762
202.33
Forfeited
(10,232)
175.77
Vested
(130,058)
166.10
Unvested at December 31, 2025
90,072
$
172.82
Unrecognized compensation expense relating to unvested RSUs as of December 31, 2025 was $9,674, which will be
recognized over a weighted average period of 1.4 years.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
88

Directors' Shares
The Company issued the following shares to its non-employee directors as partial compensation for serving as directors of the
Company:
Years ended December 31,
2025
2024
2023
Aggregate shares granted
8,195
8,259
11,309
Deferred stock units
(3,888)
(5,242)
(7,487)
Net shares issued
4,307
3,017
3,822
16. Commitments and Contingent Liabilities
Guarantees
The Company has provided typical indemnities in connection with sales of certain businesses and assets, including
representations and warranties and related indemnities for environmental, health and safety, tax and employment matters. The
Company does not have any material liabilities recorded for these indemnifications and is not aware of any claims or other
information that would give rise to material payments under such indemnities.
Litigation
A few of the Company's subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites
identified under federal and state statutes which provide for the allocation of such costs among "potentially responsible
parties." In each instance, the extent of the Company's liability appears to be relatively insignificant in relation to the total
projected expenditures and the number of other "potentially responsible parties" involved and is anticipated to be immaterial
to the Company. In addition, a few of the Company's subsidiaries are involved in ongoing remedial activities at certain
current and former plant sites, in cooperation with regulatory agencies, and appropriate estimated liabilities have been
established. At December 31, 2025 and December 31, 2024, these estimated liabilities for environmental and other matters,
including private party claims for exposure to hazardous substances that are probable and estimable, were not significant. See
Note 10 — Other Accrued Expenses and Other Liabilities for additional details.
The Company and some of its subsidiaries are also parties to a number of other legal proceedings incidental to their
businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company's
products, patent infringement, employment matters and commercial disputes. Management and legal counsel, at least
quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and
currently accrued to-date and consider the availability and extent of insurance coverage. The Company has estimated
liabilities for these other legal matters that are probable and estimable, and at December 31, 2025 and 2024, these estimated
liabilities were immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of
management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which,
individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows. See
also Note 4 — Discontinued and Disposed Operations for details on litigation related to a discontinued operation.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
89

17. Employee Benefit Plans
The Company offers defined contribution retirement plans which cover the majority of its U.S. employees, as well as
employees in certain other countries. The Company’s expense relating to defined contribution plans was $69,776, $61,384
and $56,597 for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company sponsors qualified defined benefit pension plans covering certain employees of the Company and its
subsidiaries. The plans' benefits are generally based on years of service and employee compensation. The Company also
provides to certain management employees, through non-qualified plans, supplemental retirement benefits in excess of
qualified plan limits imposed by federal tax law.
The U.S. qualified and non-qualified defined benefit plans were closed to new employees after December 31, 2013. All
pension-eligible employees as of December 31, 2013 continued to earn a pension benefit through December 31, 2023 as long
as they remained employed by the Company participating in the impacted plans. Effective January 1, 2024, the plans have
been frozen for any future benefit accruals.
The Company also maintains other post-retirement benefit plans. These plans are closed to new entrants and are not
considered to be significant. The supplemental and other post-retirement benefit plans are supported by the general assets of
the Company.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
90

Obligations and Funded Status
The following tables summarize the change in benefit obligations, change in plan assets, and funded status associated with
the Company's significant defined benefit plans and the amounts recognized in the consolidated balance sheets at December
31, 2025 and 2024:
Qualified Defined Benefits
Non-Qualified
Supplemental Benefits
U.S. Plan
Non-U.S. Plans
2025
2024
2025
2024
2025
2024
Change in benefit obligation:
Benefit obligation at beginning of year
$
290,756
$
319,306
$
241,431
$
250,029
$
23,042
$
29,189
Service cost
—
—
6,409
4,853
—
—
Interest cost
15,669
15,810
6,231
6,091
1,078
1,359
Plan participants' contributions
—
—
2,751
2,481
—
—
Benefits paid
(31,970)
(27,725)
(11,344)
(8,477)
(5,523)
(4,188)
Actuarial loss (gain)(1)
9,402
(16,635)
(5,463)
3,288
634
(3,318)
Disposition
—
—
—
(4,226)
—
—
Amendments
—
—
—
(364)
—
—
Settlements and curtailments(2)
—
—
—
(2,118)
(739)
—
Currency translation and other
—
—
28,793
(10,126)
—
—
Benefit obligation at end of year
283,857
290,756
268,808
241,431
18,492
23,042
Change in plan assets:
Fair value of plan assets at beginning of
year
371,966
392,519
176,230
175,765
—
—
Actual return on plan assets
34,397
7,172
13,761
6,770
—
—
Company contributions
—
—
10,017
8,594
6,262
4,188
Plan participants' contributions
—
—
2,751
2,481
—
—
Benefits paid
(31,970)
(27,725)
(11,344)
(8,477)
(5,523)
(4,188)
Settlements and curtailments(2)
—
—
—
(2,118)
(739)
—
Currency translation and other
—
—
21,349
(6,785)
—
—
Fair value of plan assets at end of year
374,393
371,966
212,764
176,230
—
—
Funded (unfunded) status
$
90,536
$
81,210
$
(56,044) $
(65,201) $
(18,492) $
(23,042)
Amounts recognized in the consolidated
balance sheets consist of:
Assets and Liabilities:
Other assets and deferred charges
$
90,536
$
81,210
$
9,170
$
2,080
$
—
$
—
Accrued compensation and employee
benefits
—
—
(1,908)
(1,601)
(4,439)
(6,481)
Defined benefit and other post-
retirement benefit plans
—
—
(63,306)
(65,680)
(14,053)
(16,561)
Total assets (liabilities)
90,536
81,210
(56,044)
(65,201)
(18,492)
(23,042)
Accumulated other comprehensive loss
(earnings):
Net actuarial losses (gains)
62,656
61,715
33,755
45,986
(20,197)
(24,795)
Prior service cost (credit)
—
—
(984)
(1,825)
—
—
Tax (benefit) expense
(13,157)
(12,945)
(6,748)
(9,293)
4,359
5,395
Total accumulated other comprehensive loss
(earnings), net of tax
49,499
48,770
26,023
34,868
(15,838)
(19,400)
Net amount recognized at December 31,
$
140,035
$
129,980
$
(30,021) $
(30,333) $
(34,330) $
(42,442)
Accumulated benefit obligations
$
283,857
$
290,756
$
260,636
$
233,921
$
18,492
$
23,042
(1) The actuarial loss (gain) were primarily due to discount rate fluctuations and plan experience.
(2) The settlement gain recognized for a Non-Qualified Supplemental Benefit Plan was recorded within loss from discontinued operations,
net in the consolidated statements of earnings. See Note 4 — Discontinued and Disposed Operations for further details.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
91

The Company's net unfunded status at December 31, 2025 and 2024 includes net liabilities of $56,044 and $65,201,
respectively, relating to the Company's international qualified plans, some in locations where it is not economically
advantageous to pre-fund the plans due to local regulations. The majority of the international obligations relate to defined
pension plans operated by the Company's businesses in Germany, France, the United Kingdom, Switzerland, India, and Italy.
The accumulated benefit obligation for all defined benefit pension plans was $562,985 and $547,719 at December 31, 2025
and 2024, respectively.
Non-U.S. pension plans with accumulated benefit obligations in excess of plan assets consist of the following at December
31, 2025 and 2024:
2025
2024
Accumulated benefit obligation
$
139,343
$
228,977
Fair value of plan assets
80,641
169,207
Non-U.S. pension plans with projected benefit obligations in excess of plan assets consist of the following at December 31,
2025 and 2024:
2025
2024
Projected benefit obligation
$
145,855
$
236,488
Fair value of plan assets
80,641
169,207
Net Periodic Benefit Cost
The operating expense component of net periodic benefit cost (service cost) is reported with similar compensation costs in the
Company's consolidated statement of earnings. The non-operating components (all other components of net periodic benefit
cost, including interest cost, amortization of prior service cost, curtailments and settlements, etc.) are reported outside of
operating income in other income, net in the consolidated statement of earnings.
Components of the net periodic benefit cost were as follows:
Defined Benefit Plans
Qualified Defined Benefits
Non-Qualified
Supplemental Benefits
U.S. Plan
Non-U.S. Plans
2025
2024
2023
2025
2024
2023
2025
2024
2023
Service cost
$
—
$
—
$ 2,867
$ 6,409
$ 4,853
$ 3,712
$
—
$
—
$
970
Interest cost
15,669
15,810
17,203
6,231
6,091
10,591
1,078
1,359
1,636
Expected return on plan assets
(25,936)
(27,653)
(26,208)
(8,692)
(7,868)
(7,331)
—
—
—
Amortization of:
Prior service cost (credit)
—
—
—
(841)
(760)
(717)
—
—
1,874
Actuarial loss (gain)
—
—
—
1,693
1,069
656
(3,234)
(2,959)
(3,207)
Settlement and curtailment loss (gain) (1)
—
—
4,434
—
112
(801)
(729)
—
—
Net periodic (benefit) expense
$(10,267) $(11,843) $ (1,704) $ 4,800
$ 3,497
$ 6,110
$ (2,885) $ (1,600) $ 1,273
(1) The settlement gain recognized for a Non-Qualified Supplemental Benefit Plan was recorded within loss from discontinued operations,
net in the consolidated statements of earnings. See Note 4 — Discontinued and Disposed Operations for further details.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
92

Assumptions
The Company determines actuarial assumptions on an annual basis. The weighted average assumptions used in determining
the benefit obligations were as follows:
Qualified Defined Benefits
Non-Qualified
Supplemental
Benefits
U.S. Plan
Non-U.S. Plans
2025
2024
2025
2024
2025
2024
Discount rate
5.40 %
5.70 %
2.89 %
2.64 %
5.10 %
5.50 %
Average wage increase
na
na
1.42 %
1.36 %
na
na
The weighted average assumptions used in determining the net periodic benefit cost were as follows:
Qualified Defined Benefits
Non- Qualified
Supplemental Benefits
U.S. Plan
Non-U.S. Plans
2025
2024
2023
2025
2024
2023
2025
2024
2023
Discount rate
5.70 %
5.20 % 5.55 %
2.64 %
2.80 %
3.57 %
5.50 %
5.15 %
5.50 %
Average wage increase
na
4.00 % 4.00 %
1.36 %
1.65 %
1.67 %
na
4.50 %
4.50 %
Expected return on plan assets
6.20 %
6.30 % 5.60 %
4.66 %
4.59 %
4.69 %
na
na
na
The Company's discount rate assumption is determined by developing a yield curve based on high quality corporate bonds
with maturities matching the plans' expected benefit payment streams. The plans' expected cash flows are then discounted by
the resulting year-by-year discount rates.
Plan Assets
The primary financial objective of the plans is to secure participant retirement benefits. Accordingly, the key objective in the
plans' financial management is to promote stability and, to the extent appropriate, growth in the funded status. Related and
supporting financial objectives are established in conjunction with a review of current and projected plan financial
requirements.
As it relates to the funded defined benefit pension plans, the Company's funding policy is consistent with the funding
requirements of the Employment Retirement Income Security Act ("ERISA") and applicable international laws. The
Company is responsible for overseeing the management of the investments of the plans' assets and otherwise ensuring that
the plans' investment programs are in compliance with ERISA, other relevant legislation and the related plan
documents. Where relevant, the Company has retained professional investment managers to manage the plans' assets and
implement the investment process. The investment managers, in implementing their investment processes, have the authority
and responsibility to select appropriate investments in the asset classes specified by the terms of their applicable prospectus or
investment manager agreements with the plans.
The assets of the plans are invested to achieve an appropriate return for the plans consistent with a prudent level of risk. The
plans' long-term investment objective is to generate investment returns that provide adequate assets to meet all benefit
obligations in accordance with applicable regulations. The expected return on assets assumption used for net periodic benefit
cost is developed through analysis of historical and forecasted market returns, statistical analysis, current market conditions
and the past experience of plan asset investments.
The Company's actual and target weighted average asset allocation for our U.S. Qualified Defined Benefits Plan was as
follows:
2025
2024
Current
Target
Return-seeking investments
30 %
30 %
30 %
Liability hedging investments
70 %
70 %
70 %
Total
100 %
100 %
100 %
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
93

Return-seeking investments include diversified foreign and domestic equities, U.S. high yield fixed income investments, and
emerging market debt. Liability hedging investments primarily include a diversified portfolio of U.S. long and intermediate
duration fixed income assets. While the non-U.S. investment policies are different for each country, the long-term objectives
are generally the same as for the U.S. pension assets.
The fair values of both U.S. and non-U.S. pension plan assets by asset category within the fair value hierarchy (as defined in
Note 13 — Financial Instruments) were as follows:
U.S. Qualified Defined Benefits Plan
December 31, 2025
December 31, 2024
Level 1
Level 2
Total Fair
Value
Level 1
Level 2
Total Fair
Value
Corporate bonds
$
—
$ 109,284
$ 109,284
$
—
$ 196,492
$ 196,492
Government securities
—
86,784
86,784
—
52,880
52,880
Interest-bearing cash and short-term investments
3,292
—
3,292
3,189
—
3,189
Total investments at fair value
$
3,292
$ 196,068
199,360
$
3,189
$ 249,372
252,561
Investments measured at net asset value*
Collective funds
166,388
110,020
Short-term investment funds
8,645
9,385
Total investments
$ 374,393
$ 371,966
Non-U.S. Plans
December 31, 2025
December 31, 2024
Level 1
Level 2
Level 3
Total Fair
Value
Level 1
Level 2
Level 3
Total Fair
Value
Common stocks
$ 73,330
$
—
$
—
$
73,330
$ 56,976
$
—
$
—
$
56,976
Fixed income investments
—
40,023
—
40,023
—
35,936
—
35,936
Mutual funds
13,457
—
—
13,457
12,118
—
—
12,118
Cash and cash equivalents
4,320
—
—
4,320
2,384
—
—
2,384
Other
—
3,399
30,704
34,103
—
3,570
21,658
25,228
Total investments at fair value
$ 91,107
$ 43,422
$ 30,704
165,233
$ 71,478
$ 39,506
$ 21,658
132,642
Investments measured at net asset value*
Collective funds
46,016
39,339
Other
1,515
4,249
Total investments
$ 212,764
$ 176,230
* In accordance with Fair Value Measurement Topic 820 (Subtopic 820-10), certain investments that are measured at fair value using the
net asset value per share (or its equivalent) as a practical expedient were not classified in the fair value hierarchy. These are included to
permit reconciliation of the fair value hierarchy to the aggregate pension plan assets.
Common stocks represent investments in domestic and foreign equities, which are publicly traded on active exchanges and
are valued based on quoted market prices.
Fixed income investments include bonds and notes, which are valued based on quoted market prices, as well as investments
in other government and municipal securities and corporate bonds, which are valued based on yields currently available on
comparable securities of issuers with similar credit ratings.
Mutual funds are categorized as either Level 1, 2 or Net Asset Value ("NAV") as a practical expedient depending on the
nature of the observable inputs. Collective funds and short-term investment funds are valued using NAV as a practical
expedient as of the last business day of the year. The NAV is based on the underlying value of the assets owned by the fund,
minus its liabilities, and then divided by the number of shares outstanding.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
94

The methods described above may produce a fair value calculation that may not be indicative of net realizable value or
reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent
with other market participants, the use of different methodologies or assumptions to determine the fair value of certain
financial instruments could result in a different fair value measurement at the reporting date.
The availability of observable data is monitored by plan management to assess appropriate classification of financial
instruments within the fair value hierarchy. Depending upon the availability of such inputs, specific securities may transfer
between levels. In such instances, the transfer is reported at the end of the reporting period.
The fair value measurement of plan assets using significant unobservable inputs (Level 3) changed during 2024 and 2025,
due to the following:
Level 3
Balance at December 31, 2023
$
18,652
Actual return on plan assets:
Relating to assets still held at December 31, 2024
623
Relating to assets sold during the period
7
Purchases
2,154
Sales and settlements
1,090
Foreign currency translation
(868)
Balance at December 31, 2024
21,658
Actual return on plan assets:
Relating to assets still held at December 31, 2025
275
Relating to assets sold during the period
(2)
Purchases
5,263
Sales and settlements
131
Foreign currency translation
3,379
Balance at December 31, 2025
$
30,704
Future Estimates
Benefit Payments
Estimated future benefit payments to retirees, which reflect expected future service except to the extent frozen, are as follows:
Qualified Defined Benefits
Non-Qualified
Supplemental
Benefits
U.S. Plan
Non-U.S. Plans
2026
$
30,655
$
14,790
$
4,550
2027
25,389
16,565
1,887
2028
24,268
14,758
3,421
2029
23,553
14,190
1,679
2030
22,804
15,150
2,060
2031 - 2035
103,904
78,657
5,984
Contributions
In 2026, the Company expects to make payments of approximately $9.9 million to its non-US plans and $4.6 million to its
non-qualified U.S. plan. No payments are expected for the qualified U.S. plan in 2026.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
95

18. Accumulated Other Comprehensive Earnings (Loss)
The components of accumulated other comprehensive earnings (loss) are as follows:
December 31, 2025
December 31, 2024
Cumulative foreign currency translation adjustments
$
(116,008) $
(265,815)
Pension and other postretirement benefit plans
(59,684)
(64,238)
Changes in fair value of cash flow hedges and other
738
2,277
$
(174,954) $
(327,776)
Amounts reclassified from accumulated other comprehensive earnings (loss) to earnings from continuing operations during
the years ended December 31, 2025, 2024 and 2023 were as follows:
Years Ended December 31,
2025
2024
2023
Foreign currency translation:
Reclassification of foreign currency translation losses to earnings
$
1,858
$
13,931
$
—
Tax benefit
—
—
—
Net of tax
$
1,858
$
13,931
$
—
Pension and other postretirement benefit plans:
Amortization of actuarial gains
$
(1,541) $
(1,890) $
(2,551)
Amortization of prior service (credits) costs
(841)
(760)
1,157
Settlement and curtailment
(729)
113
3,633
Total before tax
(3,111)
(2,537)
2,239
Tax expense (benefit)
682
522
(538)
Net of tax
$
(2,429) $
(2,015) $
1,701
Cash flow hedges:
Net losses (gains) reclassified into earnings
$
3,716
$
(1,480) $
2,437
Tax (benefit) expense
(741)
290
(483)
Net of tax
$
2,975
$
(1,190) $
1,954
Foreign currency translation losses for the year ended December 31, 2025 were recognized in other income, net within the
consolidated statement of earnings as a result of the substantial liquidation of certain businesses. Foreign currency translation
losses for the year ended December 31, 2024 were recognized in gain on dispositions within the consolidated statement of
earnings as a result of the disposition of De-Sta-Co.
The Company recognizes the amortization of net actuarial gains and losses and prior service costs in other income, net within
the consolidated statements of earnings.
Cash flow hedges consist of foreign currency forward contracts. The Company recognizes the realized gains and losses on its
cash flow hedges in the same line item as the hedged transaction, such as revenue or cost of goods and services.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
96

19. Segment Information
The Company categorizes its operating companies into five reportable segments: Engineered Products, Clean Energy &
Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. The Company's
businesses are structured around similar business models, go-to market strategies, manufacturing practices and product
categories which increases management efficiency and better aligns Dover's operations with its strategic initiatives and
capital allocation priorities, and provides greater transparency about performance. Operating segments are defined as the
components of an enterprise for which separate financial information is available, that engage in business activities from
which they may recognize revenues and incur expenses, and that are regularly evaluated by the entity's chief operating
decision maker or decision-making group, which is composed of Dover's Group Executive Committee ("GEC"), in making
resource allocation decisions and evaluating performance.
The five reportable segments are as follows:
•
Engineered Products segment provides a wide range of equipment, components, software, solutions and services to
the vehicle aftermarket, aerospace and defense, industrial winch and hoist, precision soldering and fluid dispensing
end-markets.
•
Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe
and reliable storage, transport, dispensing, and remote monitoring of traditional and clean fuels (including liquefied
natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the
supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.
•
Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and
digital textile printing equipment, as well as related consumables, software and services to the global packaged and
consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.
•
Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors,
highly engineered precision components, instruments and digital controls for rotating and reciprocating machines,
polymer
processing
equipment,
measurement,
inspection,
and
control
technologies,
serving
single-use
biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and
polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, wire and
cable, food and beverage, semiconductor production and medical applications and other end-markets.
•
Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment,
components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-
making equipment end-markets.
Management uses segment earnings to evaluate segment performance and allocate resources. Segment earnings is defined as
earnings before purchase accounting expenses, restructuring and other costs (benefits), disposition costs, (gain) loss on
dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
97

Segment financial information and a reconciliation of segment results to consolidated results follows:
Years Ended December 31,
2025
2024
2023
Revenue:
Engineered Products
$
1,085,844
$
1,202,457
$
1,250,925
Clean Energy & Fueling
2,130,507
1,936,784
1,788,277
Imaging & Identification
1,173,443
1,137,165
1,116,732
Pumps & Process Solutions
2,148,670
1,894,566
1,755,691
Climate & Sustainability Technologies
1,559,841
1,579,649
1,778,582
Total segment revenues
8,098,305
7,750,621
7,690,207
Intersegment eliminations
(5,734)
(4,712)
(5,731)
Total consolidated revenue
$
8,092,571
$
7,745,909
$
7,684,476
Adjusted cost of goods and services:(1)
Engineered Products
$
712,427
$
806,133
$
834,095
Clean Energy & Fueling
1,358,577
1,232,836
1,155,988
Imaging & Identification
540,988
520,748
531,194
Pumps & Process Solutions
1,097,401
1,016,622
955,472
Climate & Sustainability Technologies
1,083,352
1,130,736
1,281,593
Total adjusted segment cost of goods and services
$
4,792,745
$
4,707,075
$
4,758,342
Adjusted selling, general and administrative expenses:(2)
Engineered Products
$
156,151
$
165,087
$
192,779
Clean Energy & Fueling
353,860
343,955
303,685
Imaging & Identification
317,720
314,710
313,026
Pumps & Process Solutions
399,669
341,338
315,814
Climate & Sustainability Technologies
210,842
198,038
191,609
Total adjusted segment selling, general and administrative expenses
$
1,438,242
$
1,363,128
$
1,316,913
Earnings from continuing operations:
Segment earnings:
Engineered Products
$
217,266
$
231,237
$
224,051
Clean Energy & Fueling
418,070
359,993
328,604
Imaging & Identification
314,735
301,707
272,512
Pumps & Process Solutions
651,600
536,606
484,405
Climate & Sustainability Technologies
265,647
250,875
305,380
Total segment earnings
1,867,318
1,680,418
1,614,952
Purchase accounting expenses (3)
218,445
186,241
158,582
Restructuring and other costs (4)
77,986
84,983
62,927
Disposition costs (5)
—
—
1,302
Gain on dispositions (6)
(4,644)
(597,798)
—
Corporate expense / other (7)
164,539
155,963
151,333
Interest expense
109,772
131,171
131,304
Interest income
(73,032)
(37,158)
(13,496)
Earnings before provision for income taxes
1,374,252
1,757,016
1,123,000
Provision for income taxes
276,823
357,048
179,136
Earnings from continuing operations
$
1,097,429
$
1,399,968
$
943,864
(1) Adjusted cost of goods and services exclude expenses related to purchase accounting and restructuring and other costs.
(2) Adjusted selling, general and administrative expenses exclude expenses related to purchase accounting, restructuring and other
costs, disposition costs, and (gain) loss on dispositions and include other income, net.
(3) Purchase accounting expenses are primarily comprised of amortization of intangible assets.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
98

(4) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line
exits, and other asset charges. Restructuring and other costs consist of the following:
Years Ended December 31,
2025
2024
2023
Restructuring
$
56,743
$
69,810
$
49,901
Other costs, net
21,243
15,173
13,026
Restructuring and other costs
$
77,986
$
84,983
$
62,927
(5) Disposition costs related to the sale of De-Sta-Co in our Engineered Products segment.
(6) Gain on dispositions includes post-closing adjustments, see Note 4 — Discontinued and Disposed Operations.
(7) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and
functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital and
IT overhead costs, deal related expenses and various administrative expenses relating to the corporate headquarters.
Segment margin and a reconciliation of segment depreciation and amortization to consolidated results follows:
Years Ended December 31,
2025
2024
2023
Segment margins:
Engineered Products
20.0 %
19.2 %
17.9 %
Clean Energy & Fueling
19.6 %
18.6 %
18.4 %
Imaging & Identification
26.8 %
26.5 %
24.4 %
Pumps & Process Solutions
30.3 %
28.3 %
27.6 %
Climate & Sustainability Technologies
17.0 %
15.9 %
17.2 %
Total segments
23.1 %
21.7 %
21.0 %
Depreciation and amortization:
Other depreciation and amortization:(8)
Engineered Products
$
21,495
$
19,259
$
22,012
Clean Energy & Fueling
34,806
31,976
30,117
Imaging & Identification
17,568
14,648
15,293
Pumps & Process Solutions
54,226
50,050
46,344
Climate & Sustainability Technologies
30,344
29,139
27,557
Total other depreciation and amortization
158,439
145,072
141,323
Corporate depreciation and amortization
7,234
7,030
6,046
Depreciation and amortization included in purchase accounting expenses and
restructuring and other
213,904
185,740
157,677
Consolidated depreciation and amortization total
$
379,577
$
337,842
$
305,046
(8) Other depreciation and amortization relates to property, plant, and equipment and intangibles, and excludes amounts related to
purchase accounting expenses and restructuring and other costs.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
99

Selected financial information by segment (continued):
Years Ended December 31,
Capital expenditures:
2025
2024
2023
Engineered Products
$
25,609
$
21,353
$
17,457
Clean Energy & Fueling
40,160
37,340
25,421
Imaging & Identification
40,842
13,173
11,598
Pumps & Process Solutions
57,218
55,397
60,860
Climate & Sustainability Technologies
49,501
35,445
61,790
Corporate
6,933
4,825
6,280
Total capital expenditures
$
220,263
$
167,533
$
183,406
Total assets:
2025
2024
Engineered Products
$
1,091,594
$
1,063,292
Clean Energy & Fueling
3,607,567
3,601,573
Imaging & Identification
1,827,454
1,749,028
Pumps & Process Solutions (9)
3,479,147
2,613,405
Climate & Sustainability Technologies
1,426,174
1,293,132
Corporate (10)
1,990,487
2,188,730
Total assets
$
13,422,423
$
12,509,160
(9) Increase primarily driven by 2025 acquisitions. See Note 3 — Acquisitions for additional information.
(10) Corporate assets are comprised primarily of cash and cash equivalents.
Revenue
Long-Lived Assets (11)
Years Ended December 31,
At December 31,
2025
2024
2023
2025
2024
United States
$
4,400,499
$
4,201,427
$
3,970,828
$
646,934
$
599,090
Europe
1,768,813
1,676,209
1,756,999
381,436
302,129
Asia
900,210
832,764
923,890
56,427
57,113
Other Americas
707,520
729,709
671,162
31,733
26,431
Other
315,529
305,800
361,597
3,093
3,161
Consolidated total
$
8,092,571
$
7,745,909
$
7,684,476
$
1,119,623
$
987,924
(11) Long-lived assets are comprised of net property, plant and equipment.
For the years ended December 31, 2025, 2024 and 2023, the U.S. was the largest geographical market for revenue for the
Engineered Products, Clean Energy & Fueling, Pumps & Process Solutions, and Climate & Sustainability Technologies
segments, and Europe was the largest market for the Imaging & Identification segment.
Revenue is attributed to regions based on the location of the Company's customer, which in some instances is an intermediary
and not necessarily the end user. The Company's businesses serve thousands of customers, none of which individually
accounted for more than 10% of consolidated revenue.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
100

20. Earnings per Share
The following table sets forth a reconciliation of the information used in computing basic and diluted earnings per share:
Years Ended December 31,
2025
2024
2023
Earnings from continuing operations
$
1,097,429
$
1,399,968
$
943,864
(Loss) earnings from discontinued operations, net
(3,473)
1,297,158
112,964
Net earnings
$
1,093,956
$
2,697,126
$
1,056,828
Basic earnings per common share:
Earnings from continuing operations
$
8.01
$
10.16
$
6.75
(Loss) earnings from discontinued operations, net
$
(0.03) $
9.42
$
0.81
Net earnings
$
7.99
$
19.58
$
7.56
Weighted average basic shares outstanding
136,935,000
137,735,000
139,848,000
Diluted earnings per common share:
Earnings from continuing operations
$
7.97
$
10.09
$
6.71
(Loss) earnings from discontinued operations, net
$
(0.03) $
9.35
$
0.80
Net earnings
$
7.94
$
19.45
$
7.52
Weighted average shares outstanding
137,777,000
138,696,000
140,599,000
The following table is a reconciliation of the share amounts used in computing earnings per share:
Years Ended December 31,
2025
2024
2023
Weighted average shares outstanding - Basic
136,935,000
137,735,000
139,848,000
Dilutive effect of assumed exercise of SARs and vesting of PSAs and RSUs
842,000
961,000
751,000
Weighted average shares outstanding - Diluted
137,777,000
138,696,000
140,599,000
Diluted earnings per share amounts are computed using the weighted average number of common shares outstanding and, if
dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental
common shares issuable upon the exercise of SARs and vesting of PSAs and RSUs, as determined using the treasury stock
method. For the years ended December 31, 2025, 2024 and 2023, the weighted average number of anti-dilutive potential
common shares excluded from the calculation above totaled 41,000, 48,000 and 48,000, respectively.
21. Stockholders' Equity
Share Repurchases
In November 2020, the Company's Board of Directors approved a standing share repurchase authorization whereby the
Company was authorized to repurchase up to 20 million shares beginning on January 1, 2021 through December 31, 2023.
In August 2023, the Company's Board of Directors approved a standing share repurchase authorization whereby the
Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026. This share
repurchase authorization replaced the November 2020 share repurchase authorization.
On February 29, 2024, the Company entered into a $500,000 accelerated share repurchase agreement (the "2024 ASR
Agreement") with Citibank, N.A. ("Citibank") to repurchase its shares in an accelerated share repurchase program (the "2024
ASR Program"). The 2024 ASR Program is classified as equity, initially recorded at fair value with no subsequent
remeasurement. The Company conducted the 2024 ASR Program under the current share repurchase authorization. The
Company funded the 2024 ASR Program with net proceeds from commercial paper.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
101

Under the terms of the 2024 ASR Agreement, the Company paid Citibank $500,000 on March 1, 2024 and on that date
received initial delivery of 2,569,839 shares, representing a substantial majority of the shares expected to be retired over the
course of the 2024 ASR Program. In July 2024, Citibank delivered 299,443 additional shares which completed the 2024 ASR
Program totaling 2,869,282 repurchased shares. The total number of shares ultimately repurchased under the 2024 ASR
Program was based on the volume-weighted average share price of Dover's common stock during the calculation period of
the 2024 ASR Program, less a discount, which was $174.26 over the term of the ASR Program.
On November 10, 2025, the Company entered into a $500,000 accelerated share repurchase agreement (the "2025 ASR
Agreement") with JP Morgan Chase Bank, N.A. ("JP Morgan") to repurchase its shares in an accelerated share repurchase
program (the "2025 ASR Program"). The 2025 ASR Program is classified as equity, initially recorded at fair value with no
subsequent remeasurement. The Company is conducting the 2025 ASR Program under the current share repurchase
authorization. The Company funded the 2025 ASR Program with cash on hand.
Under the terms of the 2025 ASR Agreement, the Company paid JP Morgan $500,000 on November 12, 2025, and on that
date received initial delivery of 2,334,010 shares, representing a substantial majority of the shares expected to be retired over
the course of the 2025 ASR Program. The total number of shares ultimately repurchased under the 2025 ASR Program will
be based on the average of the daily volume-weighted average share price of Dover's common stock during the calculation
period of the 2025 ASR Program, less a discount and subject to potential adjustments pursuant to the terms of the 2025 ASR
Program. The 2025 ASR Program is scheduled to be completed in the second quarter of 2026, but is subject to early
termination in certain circumstances. The impact of any shares that may be received at the completion of the 2025 ASR
Program is anti-dilutive and therefore excluded from the calculation of diluted earnings per share. The actual number of
shares repurchased will be determined at the completion of the 2025 ASR Program.
During the year ended December 31, 2025, exclusive of the 2025 ASR Program, the Company repurchased 200,000 shares of
common stock at a total cost of $40,700 or $203.50 per share. During the years ended December 31, 2024, and 2023,
exclusive of any ASR Programs, there were no share repurchases.
As of December 31, 2025, 14,596,708 shares remain authorized for repurchase under the August 2023 share repurchase
authorization.
DOVER CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Amounts in thousands except share data and where otherwise indicated)
102

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE
None.
ITEM 9A. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the
participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer,
of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange
Act Rule 13a-15(e). Based on the evaluation, the Company's Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were
effective as of December 31, 2025 to ensure that information required to be disclosed by the Company in reports that it files
or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in
the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company's
management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure.
Changes in Internal Controls
During the fourth quarter of 2025, there were no changes in the Company's internal control over financial reporting that have
materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
Inherent Limitations Over Internal Controls
The Company's internal control over financial reporting is designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted
accounting principles. The Company's internal control over financial reporting includes those policies and procedures that:
i.
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the Company's assets;
ii.
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that the Company's receipts and
expenditures are being made only in accordance with authorizations of the Company's management and directors;
and
iii. provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the Company's assets that could have a material effect on the financial statements.
Management's report on the effectiveness of the Company's internal control over financial reporting is included in Item 8 of
this Form 10-K. Management, including the Company's Chief Executive Officer and Chief Financial Officer, does not expect
that the Company's internal controls will prevent or detect all errors and all fraud. A control system, no matter how well
designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls
must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of internal
controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Also, any
evaluation of the effectiveness of controls in future periods is subject to the risk that those internal controls may become
inadequate because of changes in business conditions, or that the degree of compliance with the policies or procedures may
deteriorate.
103

ITEM 9B. OTHER INFORMATION
a.
None.
b.
During the three months ended December 31, 2025, no director or Section 16 officer adopted or terminated any Rule
10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements as defined in Item 408 of Regulation S-K.
ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
104

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information with respect to the corporate governance matters required to be included pursuant to this Item 10 will be
included in the 2026 Proxy Statement that will be filed with the Securities and Exchange Commission pursuant to Rule 14a-6
under the Exchange Act in accordance with applicable SEC deadlines, and is incorporated in this Item 10 by reference.
As set forth below is a list of the members of our Board of Directors as of February 13, 2026.
Deborah L. DeHaas1,3
Former Vice Chairman of Deloitte and Managing Partner of the Center for Board Effectiveness
H. John Gilbertson, Jr.3,4
Retired Managing Director, Goldman Sachs Group Inc.
Kristiane C. Graham2,3
Private Investor
Marc A. Howze1,2
Retired Senior Advisor, Office of the Chairman at Deere & Company
Michael Manley2,4
Chief Executive Officer of AutoNation, Inc.
Danita K. Ostling1,3
Former Partner and Senior Leader at Ernst & Young LLP
Eric A. Spiegel1,4
Former President and CEO of Siemens USA
Richard J. Tobin, Chairman of the Board
President and Chief Executive Officer, Dover Corporation
Keith E. Wandell, Lead Independent Director2,4
Retired President and Chief Executive Officer, Harley-Davidson, Inc.
1 Members of Audit Committee
2 Members of Compensation Committee
3 Members of Governance & Nominating Committee
4 Members of Finance Committee
The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in
our 2026 Proxy Statement and is incorporated in this Item 10 by reference.
The Company has adopted a code of ethics that applies to its chief executive officer and senior financial officers. A copy of
this code of ethics can be found on our website at www.dovercorporation.com. In the event of any amendment to, or waiver
from, the code of ethics, we will publicly disclose the amendment or waiver by posting the information on our website.
ITEM 11. EXECUTIVE COMPENSATION
The information with respect to executive compensation and the compensation committee required to be included pursuant to
this Item 11 will be included in our 2026 Proxy Statement and is incorporated in this Item 11 by reference.
105

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED SHAREHOLDER MATTERS
The information regarding security ownership of certain beneficial owners and management that is required to be included
pursuant to this Item 12 will be included in our 2026 Proxy Statement and is incorporated in this Item 12 by reference.
Equity Compensation Plans
The Equity Compensation Plan Table below presents information regarding our equity compensation plans at December 31,
2025:
(a)
(b)
(c)
Plan Category
Number of
Securities to be
Issued Upon
Exercise of
Outstanding
Options,
Warrants and
Rights (1)
Weighted-
Average
Exercise Price
of Outstanding
Options,
Warrants and
Rights
Number of
Securities
Remaining
Available for
Future Issuance
Under Equity
Compensation
Plans (Excluding
Securities Reflected
in Column (a)) (2)
Equity compensation plans approved by stockholders
2,667,849
$
131.53
10,663,310
Equity compensation plans not approved by stockholders
—
—
—
Total
2,667,849
$
131.53
10,663,310
1.
Column (a) includes shares issuable pursuant to outstanding stock appreciation rights ("SARs"), restricted stock units
("RSUs") and performance share awards ("PSAs") under the Company's 2021 Omnibus Incentive Plan (the "2021 Plan")
and 2012 Equity and Cash Incentive Plan (the "2012 Plan"). PSAs are subject to satisfaction of the applicable
performance criteria over a three-year performance period. RSUs and PSAs are not reflected in the weighted exercise
price in column (b) as these awards do not have an exercise price.
2.
Column (c) consists of shares available for future issuance under the Company's 2021 Plan. Under the 2021 Plan, the
Company may grant stock options, SARs, restricted stock, RSUs, PSAs, director shares, or deferred stock units. Under
the 2021 Plan, the number of shares available for issuance will be reduced (i) by one share for each share issued pursuant
to options or SARs and (ii) by three shares for each share of stock issued pursuant to restricted stock, RSUs, PSAs,
director share, or deferred stock unit awards.
As of December 31, 2025, equity securities have been authorized for issuance to employees and/or non-employee directors
under the 2021 Plan and its predecessor plan (the "2012 Plan"). Although the 2012 Plan has expired and no further awards
may be granted under the Plan, there remain outstanding SARs under the 2012 Plan, which are reflected in Column (a) of the
table.
106

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information with respect to any director independence, related party transaction policies and any reportable transaction,
business relationship, or indebtedness between the Company and the beneficial owners of more than 5% of the Common
Stock, the directors or nominees for director of the Company, the executive officers of the Company, or the members of the
immediate families of such individuals that are required to be included pursuant to this Item 13 will be included in the 2026
Proxy Statement and is incorporated in this Item 13 by reference.
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
The information with respect to the Company's relationship with its independent registered public accounting firm and fees
paid thereto required to be included pursuant to this Item 14 will be included in the 2026 Proxy Statement and is incorporated
in this Item 14 by reference.
The information with respect to audit committee pre-approval policies and procedures required to be included pursuant to this
Item 14 will be included in the 2026 Proxy Statement and is incorporated in this Item 14 by reference.
107

PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
a)
The following documents are filed as part of this report:
(1) Financial Statements. The financial statements are set forth under "Item 8. Financial Statements and Supplementary
Data" of this Form 10-K.
(2) Schedules. All schedules have been omitted because they are not required, are not applicable or the required
information is included in the financial statements or the notes thereto.
(3) Exhibits. The exhibits below are filed or incorporated by reference as part of this Form 10-K. The exhibits will be
filed with the SEC but will not be included in the printed version of the Annual Report to Shareholders.
EXHIBIT INDEX
(2.1) Transaction Agreement, dated as of July 21, 2024, by and between Dover Corporation and Terex Corporation,
filed as Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2024
(SEC File No. 001-04018), is incorporated by reference. + **
(2.2) First Amendment to Transaction Agreement, by and between Dover Corporation and Terex Corporation, dated as
of October 8, 2024, filed as Exhibit 2.2 to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2024 (SEC File No. 001-04018), is incorporated by reference. **
(3)(i) Sixth Restated Certificate of Incorporation of the Company, filed as Exhibit 3.1 to the Company's Current Report
on Form 8-K filed May 8, 2024 (SEC File No. 001-04018), is incorporated by reference.
(3)(ii) Amended and Restated By-Laws of the Company, effective as of February 10, 2023, filed as Exhibit 3.1 to the
Company's Current Report on Form 8-K filed on February 16, 2023 (SEC File No. 001-04018), are incorporated
by reference.
(4.1) Indenture, dated as of June 8, 1998 between the Company and The First National Bank Chicago, as trustee, filed
as Exhibit 4.1 to the Company's Current Report on Form 8-K filed June 12, 1998 (SEC File No. 001-04018), is
incorporated by reference.
(4.2) Form of 6.65% Debentures due June 1, 2028 ($200,000,000 aggregate principal amount), filed as Exhibit 4.4 to
the Company's Current Report on Form 8-K filed June 12, 1998 (SEC File No. 001-04018), is incorporated by
reference.
(4.3) Indenture, dated as of February 8, 2001 between the Company and BankOne Trust Company, N.A., as trustee,
filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 13, 2001 (SEC File
No. 001-04018), is incorporated by reference.
(4.4) First Supplemental Indenture, dated as of October 13, 2005, among the Company, J.P. Morgan Trust Company,
National Association, as original trustee, and The Bank of New York, as trustee, filed as Exhibit 4.1 to the
Company's Current Report on Form 8-K filed October 13, 2005 (SEC File No. 001-04018), is incorporated by
reference.
(4.5) Form of 5.375% Debentures due October 15, 2035 ($300,000,000 aggregate principal amount), filed as
Exhibit 4.3 to the Company's Current Report on Form 8-K filed October 13, 2005 (SEC File No. 001-04018), is
incorporated by reference.
(4.6) Second Supplemental Indenture, dated as of March 14, 2008, between the Company and The Bank of New York,
as trustee, including forms of note, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed
March 14, 2008 (SEC File No. 001-04018), is incorporated by reference.
(4.7) Third Supplemental Indenture, dated as of February 22, 2011, between the Company and The Bank of New York
Mellon, as trustee, including forms of note, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K
filed February 22, 2011 (SEC File No. 001-04018), is incorporated by reference.
(4.8) Sixth Supplemental Indenture, dated as of November 9, 2016, between the Company and J.P. Morgan Trust
Company National Association, as trustee, including form of note, filed as Exhibit 4.1 to the Company's Current
Report on Form 8-K filed on November 9, 2016 (SEC File No. 001-04018), is incorporated by reference.
(4.9) Seventh Supplemental Indenture, dated as of November 4, 2019, between the Company and the Bank of New
York Mellon, including form of note, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on
November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.
108

(4.10) Eighth Supplemental Indenture, dated as of November 4, 2019, between the Company and the Bank of New York
Mellon, as trustee, including form of note, filed as Exhibit 4.3 to the Company's Current Report on Form 8-K
filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.
(4.11) Ninth Supplemental Indenture, dated as of November 12, 2025, between the Company and the Bank of New
York Mellon, as trustee, including form of note, filed as Exhibit 4.1 to the Company's Current Report on Form 8-
K filed on November 12, 2025 (SEC File No. 001-04018), is incorporated by reference.
(4.12) Description of Dover Corporation's securities registered pursuant to Section 12 of the Exchange Act.(1)
The Company agrees to furnish to the Securities and Exchange Commission upon request, a copy of any
instrument with respect to long-term debt under which the total amount of securities authorized does not exceed
10 percent of the total consolidated assets of the Company.
(10.1) Five-Year Credit Agreement dated as of April 6, 2023 among Dover Corporation, the Lenders party thereto, the
Issuing Banks party thereto, the Borrowing Subsidiaries party thereto from time to time and JPMorgan Chase
Bank, N.A. as Administrative Agent, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed
April 11, 2023 (SEC File No. 001-04018), is incorporated by reference.
(10.2) First Amendment, dated as of April 4, 2024, to Five-Year Credit Agreement dated as of April 6, 2023 among
Dover Corporation, the Lenders party thereto, the Issuing Banks party thereto, the Borrowing Subsidiaries party
thereto from time to time and JPMorgan Chase Bank, N.A. as Administrative Agent, filed as Exhibit 10.4 to the
Company's Quarterly Report on Form 10-Q for the period ended March 31, 2024 (SEC File No. 001-04018), is
incorporated by reference.
(10.3) 364-Day Credit Agreement dated as of April 3, 2025 among Dover Corporation, the Lenders party thereto, the
Borrowing Subsidiaries party thereto from time to time and JPMorgan Chase Bank, N.A. as Administrative
Agent, filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 8-K filed April 3, 2025 (SEC File No.
001-04018), is incorporated by reference.
(10.4) Dover Corporation Executive Officer Annual Incentive Plan, as amended and restated as of January 1, 2009, filed
as Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 13, 2009 (SEC File No. 001-04018), is
incorporated by reference.*
(10.5) First Amendment to the Dover Corporation Executive Officer Annual Incentive Plan, as amended November 7,
2019, filed as Exhibit 10.3 to the Company's Annual Report on Form 10-K for the year ended December 31, 2019
(SEC File No. 001-04018), is incorporated by reference.*
(10.6) Dover Corporation Deferred Compensation Plan, as amended and restated as of September 21, 2020, filed as
Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2020 (SEC
File No. 001-04018), is incorporated by reference.*
(10.7) First Amendment, dated as of November 23, 2021, to the Dover Corporation Deferred Compensation Plan, filed
as Exhibit 10.6 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (SEC File
No. 001-04018), is incorporated by reference.*
(10.8) Dover Corporation Pension Replacement Plan (formerly the Supplemental Executive Retirement Plan), as
amended and restated as of January 1, 2010, filed as Exhibit 10.11 to the Company's Annual Report on Form 10-
K for the year ended December 31, 2009 (SEC File No. 001-04018), is incorporated by reference.*
(10.9) First Amendment to the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1,
2010, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30,
2013 (SEC File No. 001-04018), is incorporated by reference.*
(10.10) Second Amendment, dated as of November 28, 2016, to the Dover Corporation Pension Replacement Plan, as
amended and restated as of January 1, 2010, filed as Exhibit 10.19 to the Company's Annual Report on Form 10-
K for the period ended December 31, 2016 (SEC File No. 001-04018), is incorporated by reference.*
(10.11) Third Amendment, dated as of May 8, 2018, to the Dover Corporation Pension Replacement Plan, as amended
and restated as of January 1, 2010, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the
period ended June 30, 2018 (SEC File No. 001-04018), is incorporated by reference.*
(10.12) Dover Corporation Executive Severance Plan (as amended and restated effective August 5, 2021), filed as Exhibit
10.1 to the Company's Current Report on Form 8-K filed August 11, 2021 (SEC File No. 001-04018) is
incorporated by reference.*
(10.13) Dover Corporation Senior Executive Change-in-Control Severance Plan (as amended and restated effective
August 5, 2021), filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed August 11, 2021 (SEC
File No. 001-04018) is incorporated by reference.*
(10.14) Dover Corporation 2012 Equity and Cash Incentive Plan, effective as of May 3, 2012, filed as Exhibit 10.1 to the
Company's Quarterly Report on Form 10-Q for the period ended June 30, 2012 (SEC File No. 001-04018), is
incorporated by reference.*
109

(10.15) Amendment No. 1 to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.25 to the
Company's Annual Report on Form 10-K for the year ended December 31, 2013 (SEC File No. 001-04018), is
incorporated by reference.*
(10.16) Amendment No. 2, adopted and effective as of August 6, 2014, to the Dover Corporation 2012 Equity and Cash
Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended
September 30, 2014 (SEC File No. 001-04018), is incorporated by reference.*
(10.17) Amendment Number 3, adopted and effective as of February 12, 2021, to the Dover Corporation 2012 Equity and
Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2021 (SEC File No. 001-04018), is incorporated by reference.*
(10.18) Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive
Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2016
(SEC File No. 001-04018), is incorporated by reference.*
(10.19) Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive
Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2017
(SEC File No. 001-04018), is incorporated by reference.*
(10.20) Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive
Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2018
(SEC File No. 001-04018), is incorporated by reference.*
(10.21) Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive
Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019
(SEC File No. 001-04019), is incorporated by reference.*
(10.22) Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive
Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2020
(SEC File No. 001-04019), is incorporated by reference.*
(10.23) Form of 2021 award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash
Incentive Plan filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March
31, 2021 (SEC File No. 001-04018), is incorporated by reference.*
(10.24) Dover Corporation 2021 Omnibus Incentive Plan, filed as Exhibit 10.1 to the Company's Current Report on Form
8-K filed May 10, 2021 (SEC File No. 001-04018), is incorporated by reference.*
(10.25) Form of 2022 award grant letter for SSAR grants made under the Dover Corporation 2021 Omnibus Incentive
Plan filed as Exhibit 10.43 to the Company's Annual Report on Form 10-K for the year ended December 31, 2021
(SEC File No. 001-04018), is incorporated by reference.*
(10.26) Form of 2023 award grant letter for SSAR grants made under the Dover Corporation 2021 Omnibus Incentive
Plan filed as Exhibit 10.37 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
(SEC File No. 001-04018), is incorporated by reference.*
(10.27) Form of 2023 award grant letter for RSU awards made under the Dover Corporation 2021 Omnibus Incentive
Plan filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022
(SEC File No. 001-04018), is incorporated by reference.*
(10.28) Form of 2023 award grant letter for performance share awards made under the Dover Corporation 2021 Omnibus
Incentive Plan filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2022 (SEC File No. 001-04018), is incorporated by reference.*
(10.29) Form of 2024 award grant letter for SSAR grants made under the Dover Corporation 2021 Omnibus Incentive
Plan filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023
(SEC File No. 001-04018), is incorporated by reference.*
(10.30) Form of 2024 award grant letter for RSU awards made under the Dover Corporation 2021 Omnibus Incentive
Plan filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023
(SEC File No. 001-04018), is incorporated by reference.*
(10.31) Form of 2024 award grant letter for performance share awards made under the Dover Corporation 2021 Omnibus
Incentive Plan, filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended
March 31, 2024 (SEC File No. 001-04018), is incorporated by reference.*
(10.32) Form of 2025 award grant letter for SSAR grants made under the Dover Corporation 2021 Omnibus Incentive
Plan filed as Exhibit 10.37 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024
(SEC File No. 001-04018), is incorporated by reference.*
(10.33) Form of 2025 award grant letter for RSU awards made under the Dover Corporation 2021 Omnibus Incentive
Plan filed as Exhibit 10.38 to the Company's Annual Report on Form 10-K for the year ended December 31, 2024
(SEC File No. 001-04018), is incorporated by reference.*
110

(10.34) Form of 2025 award grant letter for performance share awards made under the Dover Corporation 2021 Omnibus
Incentive Plan filed as Exhibit 10.39 to the Company's Annual Report on Form 10-K for the year ended
December 31, 2024 (SEC File No. 001-04018), is incorporated by reference.*
(10.35) Form of 2026 award grant letter for SSAR grants made under the Dover Corporation 2021 Omnibus Incentive
Plan.*(1)
(10.36) Form of 2026 award grant letter for RSU awards made under the Dover Corporation 2021 Omnibus Incentive
Plan.*(1)
(10.37) Form of 2026 award grant letter for performance share awards made under the Dover Corporation 2021 Omnibus
Incentive Plan.*(1)
(10.38) Employment Agreement of Richard J. Tobin dated March 16, 2018, filed as Exhibit 10.1 to the Company's
Current Report on Form 8-K filed March 20, 2018 (SEC File No. 001-04018), is incorporated by reference.*
(10.39) Amendment to Employment Agreement of Richard J. Tobin, dated as of March 5, 2024, filed as Exhibit 10.1 to
the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2024 (SEC File No. 001-04018),
is incorporated by reference.*
(19) Insider trading policies and procedures, filed as Exhibit 19 to the Company's Annual Report on Form 10-K for
the year ended December 31, 2024 (SEC File No. 001-04018), is incorporated by reference.
(21) Subsidiaries of Dover. (1)
(23) Consent of Independent Registered Public Accounting Firm. (1)
(24) Power of Attorney (included in signature page). (1)
(31.1) Certification pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, signed and dated
by Christopher B. Woenker. (1)
(31.2) Certification pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934, as amended, signed and dated
by Richard J. Tobin. (1)
(32) Certification pursuant to 18 U.S.C. Section 1350, signed and dated by Richard J. Tobin and Christopher B.
Woenker. (1)
(97.1) Dover Corporation Clawback Policy, filed as Exhibit 97.1 to the Company's Annual Report on Form 10-K for the
year ended December 31, 2023 (SEC File No. 001-04018), is incorporated by reference.
(101) The following materials from Dover Corporation's Annual Report on Form 10-K for the year ended
December 31, 2025 formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated
Statements of Earnings, (ii) Consolidated Statements of Comprehensive Earnings (iii) Consolidated Balance
Sheets, (iv) Consolidated Statements of Stockholders' Equity, (v) Consolidated Statements of Cash Flows, and
(vi) Notes to the Consolidated Financial Statements. (1)
(104) Cover Page formatted in Inline XBRL and contained in Exhibit 101. (1)
* Executive compensation plan or arrangement.
** Certain schedules, annexes or exhibits have been omitted pursuant to Item601(a)(5) of Regulation S-K, but will
be furnished supplementally to the SEC upon request.
'+ Portions of Exhibit 2.1 have been redacted in accordance with Item 601(b)(2)(ii) of Regulation S-K.
(1) Filed herewith.
ITEM 16. FORM 10-K SUMMARY
None.
111

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has
duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
DOVER CORPORATION
/s/ Richard J. Tobin
Richard J. Tobin
President and Chief Executive Officer
Date: February 13, 2026
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on Form 10-K has been
signed below by the following persons on behalf of the Registrant in the capacities and on the dates indicated. Each of the
undersigned, being a director or officer of Dover Corporation (the "Company"), hereby constitutes and appoints Richard J.
Tobin, Christopher B. Woenker and Ivonne M. Cabrera and each of them (with full power to each of them to act alone), his
or her true and lawful attorney-in-fact and agent for him or her and in his or her name, place and stead in any and all
capacities, to sign the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025 under the
Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same with all exhibits
thereto and other documents in connection therewith with the Securities and Exchange Commission and any other appropriate
authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing required and necessary to be done in and about the premises in order to effectuate the same as fully to
all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such
attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.
Signature
Title
Date
/s/ Richard J. Tobin
Chairman, Chief Executive
Officer and President
February 13, 2026
Richard J. Tobin
/s/ Christopher B. Woenker
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
February 13, 2026
Christopher B. Woenker
/s/ Ryan W. Paulson
Vice President, Controller
(Principal Accounting Officer)
February 13, 2026
Ryan W. Paulson
/s/ Deborah L. DeHaas
Director
February 13, 2026
Deborah L. DeHaas
/s/ H. John Gilbertson, Jr.
Director
February 13, 2026
H. John Gilbertson, Jr.
/s/ Kristiane C. Graham
Director
February 13, 2026
Kristiane C. Graham
112

Signature
Title
Date
/s/ Marc A. Howze
Director
February 13, 2026
Marc A. Howze
/s/ Michael Manley
Director
February 13, 2026
Michael Manley
/s/ Danita K. Ostling
Director
February 13, 2026
Danita K. Ostling
/s/ Eric A. Spiegel
Director
February 13, 2026
Eric A. Spiegel
/s/ Keith E. Wandell
Lead Independent Director
February 13, 2026
Keith E. Wandell
113

Board of Directors
Deborah L. DeHaas 1,3
Former Vice Chairman of
Deloitte and Managing
Partner of the Center for
Board Effectiveness
H. John Gilbertson Jr. 3,4
Retired Managing Director,
Goldman Sachs Group Inc.
Kristiane C. Graham 2,3
Private Investor
Marc A. Howze 1,2
Former Group President and
Chief Administrative Officer at
Deere & Company
Michael Manley 2,4
Chief Executive Officer,
AutoNation, Inc.
Danita K. Ostling 1,3
Former Partner and Senior
Leader at Ernst & Young LLP
Eric A. Spiegel 1,4
Former President &
Chief Executive Officer,
Siemens USA
Richard J. Tobin
Chairman of the Board,
President & Chief Executive
Officer, Dover Corporation
Keith E. Wandell 2,4
Lead Independent Director,
Dover Corporation;
Former President &
Chief Executive Officer,
Harley-Davidson, Inc.
Management Team
Shareholder Information
Richard J. Tobin
Chairman of the Board,
President & Chief
Executive Officer
Ivonne M. Cabrera
Senior Vice President,
General Counsel & Secretary
Girish Juneja
Senior Vice President &
Chief Digital Officer
Christopher B. Woenker
Senior Vice President &
Chief Financial Officer
Jeffrey C. Yehle
Senior Vice President &
Chief Human Resources
Officer
James M. Moran
Vice President, Treasurer
Ryan W. Paulson
Vice President & Controller
Investor Inquiries and
Corporate News:
For quarterly earnings
releases, information
on conference calls and
webcasts, press releases,
annual reports, SEC filings
including our Form 10-K,
acquisitions, supplemental
financial disclosure, and
all other corporate news
releases, please visit our
website at:
dovercorporation.com.
Dividends:
Quarterly dividends on Dover
Corporation common stock
are typically paid on or about
the 15th of March, June,
September and December.
Dover has paid an increased
dividend each year since
1955.
Dover’s Ticker Symbol:
Dover’s ticker symbol is DOV.
The stock trades on the New
York Stock Exchange and is
one of the corporations listed
in the S&P 500.
Independent Accountants:
PricewaterhouseCoopers LLP
Chicago, IL
Executive Offices:
Dover Corporation
3005 Highland Parkway
Downers Grove, IL 60515
(630) 541-1540
Visit us on the web at:
dovercorporation.com
This report (including financial
statements and financial
statement schedules) will be
provided free of charge upon
written request to Investor
Relations at the above
address.
Annual Shareholders
Meeting:
Friday, May 8, 2026
9:00 A.M. Eastern Time
The Jefferson Hotel
101 West Franklin Street
Richmond, VA 23220
Shareholder Services:
For help with any of the
following, please contact:
Computershare
Shareowner Services:
n Address changes
n Direct deposit of
dividends
n Dividend reinvestment
n Lost dividend checks
n Lost stock certificates
n Name changes
n Shareholder records
n Stock transfers
n IRS Form 1099
Computershare Shareowner
Services can be reached at
the following address:
By Regular Mail:
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Services
P.O. Box 43006
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United States
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computershare.com/investor
Committees
1Members of Audit Committee
2 Members of Compensation Committee
3 Members of Governance & Nominating Committee
4 Members of Finance Committee

Dover Corporation
3005 Highland Parkway
Downers Grove, IL 60515
dovercorporation.com