Dover (DOV) 10-K risk factor changes: FY2024 vs FY2023

The impacts of any such unexpected event are difficult to predict but could have a material adverse effect on our [added: businesses, financial condition, or operations.]

Approximately [removed: 44%] [added: 46%] and [removed: 43%] [added: 48%] of our revenues for [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively, 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.

- [removed: Our] [added: Our] operations, businesses, products and business strategy are subject to cybersecurity risks.

Although we have [removed: several] processes and procedures in place designed to manage and mitigate cybersecurity risk, our business is still subject to certain risks.

We also use third party systems to support employee data processing for our global workforce and to support customer business [removed: activities, such as transmitting payment information, providing mobile monitoring services, and capturing operational data.]

While we have measures in place that are designed to protect [removed: these systems,] [added: 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.

[added: Although we conduct security assessments and] periodic re-assessments of third party partners and other service providers, [removed: our] [added: these] systems [added: have in the past and] may [removed: also] [added: in the future] experience [removed: vulnerabilities] [added: vulnerabilities, including] from third-party or open source software code that may be incorporated into our own or our vendors’ systems.

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, [added: misuse or malicious use of artificial intelligence,] including by criminals, nation states or insiders, our business may be adversely impacted.

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 [removed: towards] [added: toward] increased online connectivity within our information systems and through more Internet-enabled 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.

[added: In addition, any] insurance or indemnification rights that we may have may be insufficient or unavailable to protect us against potential loss exposures.

Governments, shareholders, customers, employees and other stakeholders are increasingly focusing on corporate ESG practices and disclosures, and expectations in this area [removed: are rapidly evolving] [added: continue to evolve] and [removed: growing.][added: may diverge.]

The disruption of our global supply chain for any reason, including for issues such as COVID-19 or other health epidemics or pandemics, labor disputes, loss of single source or limited source supplier, inability to procure sufficient raw materials, quality control issues, ethical sourcing issues, [added: 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 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.

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, [removed: carbon emission] [added: sustainability] regulations, energy efficiency and design regulations and other similar programs).

activities, such as transmitting payment information, providing mobile monitoring services, and capturing operational data.

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.

businesses, financial condition, or operations.

Although we conduct security assessments and

In addition, any

We have announced certain initiatives, including goals, regarding our focus areas, which include greenhouse gas emissions reductions, health and safety, diversity and inclusion, talent attraction and development, and innovation for sustainable products.

The criteria by which our ESG practices are assessed may change due to the evolution of the sustainability landscape, which could result in greater expectations of us and may cause us to undertake costly initiatives to satisfy new criteria.

Moreover, the increasing attention to sustainability could also result in reduced demand for certain of our products or services and/or reduced profits.

If we are unable to respond effectively, investors may conclude that our policies and/or actions with respect to ESG matters are inadequate.

If we fail or are perceived to have failed to achieve previously announced initiatives or goals or to accurately disclose our progress on such initiatives or goals, our reputation, business, financial condition and results of operations could be adversely impacted.

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, [removed: 2023.][added: 2024, 2023 and 2022.]

For the year ended December 31, [removed: 2023,] [added: 2024,] consolidated revenue was [removed: $8.4] [added: $7.7] billion, [removed: a decrease] [added: an increase] of [removed: $70.0] [added: $61.4] million or 0.8%, as compared to the prior year.

The [removed: decrease] [added: increase] is [removed: due to] [added: driven by acquisition-related growth of 3.0%, partially offset by] a [removed: 1.5% organic revenue] [added: disposition-related] decline [added: of 2.0%] and an unfavorable impact from foreign currency translation of [removed: 0.2%, partially offset by acquisition-related growth of 0.9%.][added: 0.2%.]

From a geographic perspective, organic revenue for the U.S., our largest market, [removed: declined 3.0%] [added: grew 3.8%] as compared to the prior [removed: year.][added: year, driven by broad-based growth primarily in our Engineered Products and Clean Energy & Fueling segments.]

Revenue in [removed: Europe and] Asia [added: and Europe] declined [removed: 5.7%] [added: 7.1%] and [removed: 0.2%,] [added: 3.1%,] respectively, while revenue in Other Americas grew [removed: 3.4%.][added: 5.6%.]

All other geographic markets [removed: grew 38.5%] [added: declined 17.4%] organically year over year.

[removed: Gross profit was $3.1 billion] [added: Engineered Products segment earnings] for the year ended December 31, [removed: 2023, an increase of $21.1] [added: 2023 decreased $16.4] million, or [removed: 0.7%, as] [added: 6.8%,] compared to the prior year.

For further [removed: discussion related to our consolidated and segment results,] [added: information,] see [removed: "Consolidated Results of Operations" and] "Segment Results of [removed: Operations," respectively,] [added: Operations"] within this Item 7.

Bookings [removed: decreased 4.4%] [added: increased 7.3%] over the prior year to [removed: $8.0] [added: $7.7] billion for the year ended December 31, [removed: 2023.][added: 2024.]

This included [removed: an] organic bookings [added: growth of 6.5% and acquisition-related growth of 3.2%, partially offset by a disposition-related] decline of [removed: 4.6%] [added: 2.1%] and an unfavorable impact [removed: due to] [added: from] foreign currency translation of [removed: 0.4%, partially offset by an increase of 0.6% in acquisition-related bookings.][added: 0.3%.]

[removed: During] [added: We recorded] the [removed: year ended December 31, 2023, we executed] [added: following] restructuring and other costs [removed: programs to further optimize operations.][added: for the year ended December 31, 2024:]

Restructuring and other costs of [removed: $63.7] [added: $85.0] million included restructuring charges of [removed: $50.4] [added: $69.8] million and other costs of [removed: $13.2] [added: $15.2] million.

[removed: The] [added: During the year ended December 31, 2023,] restructuring [removed: expenses] [added: charges of $49.9 million] were primarily related to headcount reductions and exit costs in the Clean Energy & Fueling, Engineered Products and Pumps & Process Solutions segments.

These restructuring programs were initiated in 2022 and 2023 and were undertaken in light of [removed: current] market conditions.

Other [removed: costs] [added: costs, net of $13.0 million] were primarily due to an asset impairment in our Climate & Sustainability Technologies segment and product line rationalization and footprint reduction in our Clean Energy & Fueling segment.

During the year ended December 31, [removed: 2023, we made two] [added: 2024, the Company completed eight] business acquisitions [removed: totaling $535.3] [added: for approximately $674.0] million, net of cash acquired and inclusive of [added: measurement period adjustments and] contingent consideration.

See Note 4 — [removed: Dispositions] [added: Discontinued and Disposed Operations] in the [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8 of this Form 10-K for further details.

See Note [removed: 22] [added: 4] — [removed: Subsequent Events] [added: Discontinued and Disposed Operations] in the [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8 of this Form 10-K for further details.

| | | | | | | Years Ended December 31, | | | | | | | | | | | | [added: | | | | | |] % / Point Change | | | | | | | | | | | | | | | | | | | | | | | | [removed: | | |]

| *(dollars in thousands, except per share figures)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [added: 2022] | | | | | | [removed: 2023] [added: 2024] vs. [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | [added: 2023 vs. 2022] | | | | | | [added: | | |]

| *Selling, general and administrative expenses as a percent of revenue* | | | | | | [removed: *20.4*] [added: *22.6*] | | *%* | | | | [removed: *19.8*] [added: *21.4*] | | *%* | | | | [added: *20.7*] | | [added: *%*] | | | | [removed: *0.60*] [added: *1.20*] | | | | | | | | | | | | | | | [added: *0.70*] | | | | | | [added: | | |]

| Interest expense | | | | | | [removed: 131,305] | | | | | | [removed: 116,456] | | | [removed: | | | | | | | | | 12.8 | | % | | | |] [added: 131,171] | | | | | | [added: 131,304] | | | | | | [added: 116,456] | | |

| Interest income | | | | | | [removed: (13,496)] [added: (37,158)] | | | | | | [removed: (4,430)] [added: (13,496)] | | | | | | [added: (4,429)] | | | | | | [removed: 204.7] [added: 175.3] | | % | | | | | | | | | | | | | [added: 204.7] | | [added: %] | | | | [added: | | |]

| *Effective tax rate* | | | | | | [removed: *16.8*] [added: *20.3*] | | *%* | | | | [removed: *17.3*] [added: *16.0*] | | *%* | | | | [added: *16.8*] | | [added: *%*] | | | | [removed: *(0.50)*] [added: *4.30*] | | | | | | | | | | | | | | | [added: *(0.8)*] | | | | | | [added: | | |]

| Net earnings | | | | | | $ | [removed: 1,056,828] [added: 2,697,126] | | | | | $ | [removed: 1,065,376] [added: 1,056,828] | | | | | [added: $] | [added: 1,065,376] | | | | | [removed: (0.8)] [added: 155.2] | | % | | | | | | | | | | | | | [added: (0.8)] | | [added: %] | | | | [added: | | |]

Revenue for the year ended December 31, 2023 decreased [removed: $70.0] [added: $159.7] million, or [removed: 0.8%] [added: 2.0%] to [removed: $8.4] [added: $7.7] billion compared with 2022.

Organic revenue decline of [removed: 1.5% is] [added: 2.8% was] primarily due to general reduction in our customers' and distribution channels' inventory levels that resulted from lead time normalization and higher inventory carrying costs driven by interest rate increases.

Acquisition-related growth increased by [removed: 0.9%] [added: 1.0%] primarily driven by our Pumps & Process Solutions segment, offset by an unfavorable impact from foreign currency translation of 0.2%.

Customer pricing favorably impacted revenue in 2023 by approximately 3.8% and by [removed: 6.9%] [added: 6.7%] in the prior year.

Gross profit for the year ended December 31, 2023, [removed: increased $21.1] [added: decreased $37.4] million, or [removed: 0.7%,] [added: 1.3%,] to [removed: $3.1] [added: $2.9] billion compared with 2022, primarily [removed: driven] [added: due to lower volumes across some end markets, partially offset] by positive market conditions in certain secular growth-exposed businesses, as well as pricing, productivity initiatives and restructuring [removed: actions, partially offset by lower volumes across some end markets.][added: actions.]

Gross profit margin increased [removed: 60] [added: 30] basis points to [removed: 36.6%] [added: 37.3%] as compared to the prior year driven by benefits from pricing, productivity and restructuring actions, partially offset by lower volumes across some of the Company's businesses.

Selling, general and administrative expenses for the year ended December 31, 2023 increased [removed: $34.1] [added: $22.9] million, or [removed: 2.0%] [added: 1.4%] to [removed: $1.7] [added: $1.6] billion compared with 2022, primarily driven by increased restructuring, employee compensation and benefits and [added: acquisition-related] transaction and integration costs, partially offset by lower contract labor costs.

As a percentage of revenue, selling, general and administrative expenses increased [removed: 60] [added: 70] basis points to [removed: 20.4%,] [added: 21.4%,] reflecting a decrease in the revenue base.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to [removed: $153.1] [added: $149.6 million, $139.1] million and [removed: $163.3] [added: $151.4] million for the years ended December 31, [added: 2024,] 2023 and 2022, respectively.

These costs as a percent of revenue were [added: 1.9%,] 1.8% and 1.9% for the years December 31, [added: 2024,] 2023 and 2022, respectively.

Other income, net for the years ended December 31, [added: 2024,] 2023 and [removed: 2022,] [added: 2022] was [added: $46.9 million,] $21.5 million and [removed: $20.2] [added: $22.6] million, respectively.

For the year ended December 31, 2023, other income [removed: increased] [added: decreased] compared to 2022 [removed: primarily driven] [added: due to the decrease in non-service pension benefit, partially offset] by increased non-operational income and increased earnings from our equity method [removed: investments, partially offset by the decrease in non-service pension benefit.][added: investments.]

Our businesses have a global presence with [removed: 40.5% and 43.2%] [added: 35.8%, 45.8% 46.7%] of our pre-tax earnings in [added: 2024,] 2023 and 2022, respectively, generated in foreign jurisdictions.

Our effective tax rate was [removed: 16.8%] [added: 20.3%] for the year ended December 31, [removed: 2023,] [added: 2024,] compared to [removed: 17.3%] [added: 16.0% and 16.8%] for the [removed: year] [added: years] ended December 31, [added: 2023 and December 31,] 2022, respectively.

The 2023 rate was primarily [removed: due to] [added: driven by] the release of a [removed: $69.7 million net] valuation allowance against non-U.S. tax loss carryforwards mainly related to an internal reorganization, partially offset by [removed: a $30.4 million] accrual of withholding taxes on current and future repatriation of certain foreign [removed: earnings.][added: earnings.The 2022 rate was primarily driven by favorable audit resolutions, including a reduction to income taxes previously recorded related to the Tax Cut and Jobs Act.]

The results were driven by acquisitions, solid demand across most end markets and strategic pricing initiatives.

Organic revenue remained flat due to increases of 8.2%, 2.6%, 2.4%, and 1.4% in our Engineered Products, Clean Energy & Fueling, Imaging & Identification, and Pumps & Process Solutions segments, respectively, offset by the Climate & Sustainability Technologies segment which declined 11.2%.

Other costs (benefits) were primarily due to non-cash asset impairment charges and reorganization costs in the Climate & Sustainability Technologies and Imaging & Identification segments, respectively.

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.

This sale resulted in a pre-tax gain on disposition of $530.3 million, included within the consolidated statements of earnings for the year ended December 31, 2024.

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 $93.0 million.

The sale resulted in a preliminary pre-tax gain of $67.4 million, included within the consolidated statements of earnings for the year ended December 31, 2024.

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.

This sale resulted in a preliminary pre-tax gain on disposition of $1.6 billion, included within earnings from discontinued operations, net in the consolidated statements of earnings for the year ended December 31, 2024.

For all periods presented, the results of ESG prior to the sale are classified as discontinued operations as the disposal represented a strategic shift with a major impact on our operations and financial results.

The discussion within this MD&A, unless otherwise noted, relates solely to our continuing operations.

During the year ended December 31, 2024, the Company received a total of 2,869,282 shares upon completion of a $500 million accelerated repurchase program (the "ASR Program").

The total number of shares ultimately repurchased under the ASR Program was based on the volume-weighted average share price of Dover's common stock during the calculation period of the accelerated share repurchase program, less a discount, which was $174.26 over the term of the ASR Program.

During the year ended December 31, 2024, exclusive of the ASR Program, there were no share repurchases.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenue | | | | | | $ | 7,745,909 | | | | | $ | 7,684,476 | | | | | $ | 7,844,174 | | | | | 0.8 | | % | | | | | | | | | | | | | (2.0) | | % | | | | | | |

| Cost of goods and services | | | | | | 4,787,288 | | | | | | 4,816,932 | | | | | | 4,939,221 | | | | | | (0.6) | | % | | | | | | | | | | | | | (2.5) | | % | | | | | | |

| Gross profit | | | | | | 2,958,621 | | | | | | 2,867,544 | | | | | | 2,904,953 | | | | | | 3.2 | | % | | | | | | | | | | | | | (1.3) | | % | | | | | | |

| *Gross profit margin* | | | | | | *38.2* | | *%* | | | | *37.3* | | *%* | | | | *37.0* | | *%* | | | | *0.90* | | | | | | | | | | | | | | | *0.30* | | | | | | | | |

| Selling, general and administrative expenses | | | | | | 1,752,266 | | | | | | 1,648,204 | | | | | | 1,625,312 | | | | | | 6.3 | | % | | | | | | | | | | | | | 1.4 | | % | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Operating earnings | | | | | | 1,206,355 | | | | | | 1,219,340 | | | | | | 1,279,641 | | | | | | (1.1) | | % | | | | | | | | | | | | | (4.7) | | % | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Gain on dispositions | | | | | | (597,798) | | | | | | — | | | | | | — | | | | | | nm* | | | | | | | | | | | | | | | nm* | | | | | | | | |

| Other income, net | | | | | | (46,876) | | | | | | (21,468) | | | | | | (22,589) | | | | | | 118.4 | | % | | | | | | | | | | | | | (5.0) | | % | | | | | | |

| Earnings before provision for income taxes | | | | | | 1,757,016 | | | | | | 1,123,000 | | | | | | 1,190,203 | | | | | | 56.5 | | % | | | | | | | | | | | | | (5.6) | | % | | | | | | |

| Provision for income taxes | | | | | | 357,048 | | | | | | 179,136 | | | | | | 200,291 | | | | | | 99.3 | | % | | | | | | | | | | | | | (10.6) | | % | | | | | | |

| Earnings from continuing operations | | | | | | 1,399,968 | | | | | | 943,864 | | | | | | 989,912 | | | | | | 48.3 | | % | | | | | | | | | | | | | (4.7) | | % | | | | | | |

| Earnings from discontinued operations, net | | | | | | 1,297,158 | | | | | | 112,964 | | | | | | 75,464 | | | | | | nm* | | | | | | | | | | | | | | | nm* | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Earnings per common share from continuing operations - diluted | | | | | | $ | 10.09 | | | | | $ | 6.71 | | | | | $ | 6.89 | | | | | 50.4 | | % | | | | | | | | | | | | | (2.6) | | % | | | | | | |

*nm: not meaningful

Revenue for the year ended December 31, 2024 increased $61.4 million, or 0.8% to $7.7 billion compared with 2023.

Organic revenue remained flat as pricing actions and broad-based demand across most of the portfolio were offset by lower shipments of beverage can-making equipment, polymer processing equipment, and European heat exchangers.

The increase in revenue was driven by acquisition-related growth of 3.0% primarily in our Clean Energy & Fueling and Pumps & Process Solutions segments, partially offset by a disposition-related decline of 2.0% in our Engineered Products segment and an unfavorable impact from foreign currency translation of 0.2%.

Gross profit for the year ended December 31, 2024, increased $91.1 million, or 3.2%, to $3.0 billion compared with 2023, primarily driven by positive product mix, pricing and productivity actions.

Gross profit margin increased 90 basis points to 38.2% as compared to the prior year driven by benefits from mix, pricing, price versus cost dynamics and productivity initiatives, partially offset by inflationary headwinds, acquisition integration costs and lower volumes across some of the Company's businesses.

Selling, general and administrative expenses for the year ended December 31, 2024 increased $104.1 million, or 6.3% to $1.8 billion compared with 2023, primarily driven by increased employee compensation and benefits and acquisition-related amortization.

As a percentage of revenue, selling, general and administrative expenses increased 120 basis points to 22.6%, reflecting an increase in expense which exceeded the increase in the revenue base.

For more information regarding our consolidated results, segment results, and liquidity and capital resources for the year ended December 31, 2022 as compared to the year ended December 31, 2021 refer to Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2022 Annual Report on Form 10-K.

The 1.5% organic revenue decline was due to decreases of 4.0%, 3.3%, and 1.9% in our Clean Energy & Fueling, Pumps & Process Solutions, and Engineered Products segments, respectively.

The decline was partially offset by the Climate & Sustainability Technologies and Imaging & Identification segments which grew 2.4% and 0.2%, respectively.

Pricing and productivity initiatives continued during the year to offset the impact of lower volumes across some of the Company's businesses.

The decrease was primarily due to our Clean Energy & Fueling and Pumps & Process Solutions segments.

Gross profit margin increased to 36.6% for the year ended December 31, 2023 compared to 36.0% for the prior year.

Overall, our book-to-bill was 0.95.

See definition of bookings, organic bookings and book-to-bill within "Segment Results of Operations"of this item 7.

On October 11, 2023, the Company entered into a definitive agreement to sell De-Sta-Co, an operating company within the Engineered Products segment, for approximately $680 million enterprise value, subject to customary post-closing adjustments.

The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including receipt of regulatory approvals.

In January 2024, we made two business acquisitions totaling approximately $140.6 million, net of cash acquired, plus potential contingent consideration of up to approximately $33.4 million.

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| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Revenue | | | | | | $ | 8,438,134 | | | | | $ | 8,508,088 | | | | | | | | | | | (0.8) | | % | | | | | | | | | | | | | | | | | | |

| Cost of goods and services | | | | | | 5,353,501 | | | | | | 5,444,532 | | | | | | | | | | | | (1.7) | | % | | | | | | | | | | | | | | | | | | |

| Gross profit | | | | | | 3,084,633 | | | | | | 3,063,556 | | | | | | | | | | | | 0.7 | | % | | | | | | | | | | | | | | | | | | |

| *Gross profit margin* | | | | | | *36.6* | | *%* | | | | *36.0* | | *%* | | | | | | | | | | *0.60* | | | | | | | | | | | | | | | | | | | | |

| Selling, general and administrative expenses | | | | | | 1,718,290 | | | | | | 1,684,226 | | | | | | | | | | | | 2.0 | | % | | | | | | | | | | | | | | | | | | |

| Operating earnings | | | | | | 1,366,343 | | | | | | 1,379,330 | | | | | | | | | | | | (0.9) | | % | | | | | | | | | | | | | | | | | | |

| Other income, net | | | | | | (21,472) | | | | | | (20,201) | | | | | | | | | | | | 6.3 | | % | | | | | | | | | | | | | | | | | | |

| Earnings before provision for income taxes | | | | | | 1,270,006 | | | | | | 1,287,505 | | | | | | | | | | | | (1.4) | | % | | | | | | | | | | | | | | | | | | |

| Provision for income taxes | | | | | | 213,178 | | | | | | 222,129 | | | | | | | | | | | | (4.0) | | % | | | | | | | | | | | | | | | | | | |

| Net earnings per common share - diluted | | | | | | $ | 7.52 | | | | | $ | 7.42 | | | | | | | | | | | 1.3 | | % | | | | | | | | | | | | | | | | | | |

The 2022 rate was primarily driven by favorable audit resolutions, including a reduction to income taxes previously recorded related to the Tax Cut and Jobs Act.

Net Earnings

See "Non-GAAP Disclosures" at the end of this Item 7 for further details.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Revenue | | | | | | $ | 2,004,587 | | | | | $ | 2,043,632 | | | | | | | | | | | (1.9) | | % | | | | | | |

| Segment earnings | | | | | | $ | 377,425 | | | | | $ | 346,519 | | | | | | | | | | | 8.9 | | % | | | | | | |

| Bookings | | | | | | $ | 2,096,772 | | | | | $ | 2,004,326 | | | | | | | | | | | 4.6 | | % | | | | | | |

| Organic decline | | | | | | | | | | | | | | | | | | | | | | | | (1.9) | | % | | | | | | |

Our other businesses saw robust demand, including in our waste handling business as large national waste haulers and municipal governments invest to upgrade their refuse collection vehicle fleets and implement our leading digital technologies to improve waste collection process efficiencies, and from key defense customers in our aerospace and defense business.

Additionally, we expect revenue growth in our vehicle service business against prior year comparable periods.

The increase included a fourth quarter benefit of $14.4 million as a result of the change from LIFO to FIFO method for an immaterial portion of inventories, customer pricing actions, productivity and cost reduction initiatives, and favorable business mix, partially offset by lower volumes and increased material and labor costs.

The organic bookings growth was primarily driven by robust demand in our waste handling business as large waste haulers upgrade their vehicle fleets.

| Segment margin | | | | | | 18.4 | | % | | | | 18.8 | | % | | | | | | | | | | | | | | | | | | |

We expect shipments to remain lower in the first half of 2024 improving progressively for the remainder of the year.

The benefits from these restructuring actions are significant and will carry into 2024.

See "Restructuring and Other Costs (Benefits)" section within this Item 7 for further information.

The organic bookings decline was primarily due to decreased year over year demand in above ground fueling equipment and vehicle wash solutions as higher interest rates have impacted ability to finance equipment purchases.

Dover is headquartered in Downers Grove, Illinois and currently employs [removed: over 25,000] [added: approximately 24,000] people worldwide.

- Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, [removed: waste handling, industrial automation,] aerospace and defense, industrial winch and hoist, and fluid dispensing end-markets.

- Our Clean Energy & Fueling segment provides components, equipment, [removed: software,] [added: software] solutions and services enabling safe and reliable storage, transport and dispensing 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 Pumps & Process Solutions segment manufactures specialty pumps and flow meters, [added: fluid transfer connectors,] highly engineered precision components, [removed: specialized instrumentation] [added: instruments] and digital controls for rotating and reciprocating machines, [removed: fluid connecting solutions] and [removed: plastics and] polymer processing equipment, serving single-use biopharmaceutical production, diversified industrial [removed: manufacturing,] [added: manufacturing applications,] chemical production, plastics and polymer processing, midstream and downstream oil and gas, [added: clean] energy [removed: transition,] [added: markets,] thermal [removed: management] [added: management, 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, [removed: components] [added: components, solutions, services] and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.

Dover is committed to [removed: steady] [added: delivering] shareholder value creation through a combination of sustained [removed: long-term] profitable growth, operational excellence, superior free cash flow generation and productive capital re-deployment while adhering to a conservative financial policy.

Second, we continue to focus on improving returns on capital, as well as earnings [removed: margin] [added: 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.

Dover prioritizes deploying free cash flow [removed: towards] [added: toward] high-return and high-confidence organic reinvestments aimed at growing, improving and strengthening our businesses, as well as through inorganic investments that synergistically enhance the quality of our portfolio.

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, [removed: improve] [added: improving] business mix over time to markets with secular growth characteristics, and [removed: pursue] [added: pursuing] acquisitions that fit the characteristics of an ideal Dover business and (3) investing in talent development programs.

For over [removed: 65] [added: 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.

For example, our marking and coding equipment, plastics and polymer processing [removed: equipment,] [added: equipment and] aluminum can-making [removed: equipment, and refuse collection vehicles] [added: 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 [removed: 31%] [added: 36%] of our revenue.

We capitalize on our engineering, [added: 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 [removed: superior product performance, safety, reliability, and a commitment to aftermarket support.]

- Our Engineered Products segment is capitalizing on global infrastructure investment, [removed: secular growth in waste generation and the] [added: an] increasing [removed: sophistication and automation] [added: number] of [removed: waste collection operations, increasing global car parc,] [added: 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 Imaging & Identification segment leverages its unique product offering containing equipment, consumables, software and services to address market needs and requirements, including [removed: conversion to digital textile printing,] increased [added: 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 [removed: protection, and consumer product safety.][added: protection.]

- Our Pumps & Process Solutions segment is focused [removed: on:] [added: on] capturing growth in its installed [removed: base; the growing sophistication of fluid transfer and rotating machinery components, instrumentation, and digital controls; growth in virgin and recycled plastics and polymers production; growth] [added: base,] in biological drug production and the shift toward single-use manufacturing [removed: processes; and energy transition investments into wind power, hydrogen compression, and carbon capture.][added: processes.]

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 [removed: security, and offer better efficiency in providing support and engineering for our software and connected products to keep our projects cost-competitive.]

We also focus on margin expansion initiatives designed to reduce our selling, general and administrative cost base and [removed: rationalize] [added: optimize] our manufacturing and supply chain [removed: footprint] [added: operations] across the portfolio.

Our Dover Digital Labs team has built common platforms which are being deployed on customer facing applications to make it easier to discover, find, configure, buy and obtain products and services from Dover [removed: companies.][added: companies, thereby optimizing our sales and support staff resources, driving pricing discipline, enabling reduction of product complexity and improving management of working capital.]

[removed: It] [added: 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.

Our corporate team is composed of functional experts in operational optimization, lean manufacturing, automation, [removed: EHS (Environment, Health,] [added: Environment, Health] and [removed: Safety)] [added: Safety ("EHS")] and complex project management.

This team works closely with our businesses to drive [removed: execution] excellence in our [removed: operational] [added: manufacturing and supply chain] processes, standards and measurement tools to identify, prioritize and monitor execution of operational improvement initiatives.

[removed: With expertise in health and safety, supply chain management, lean operations, project management, and advanced manufacturing and automation, we] [added: We] continue to focus on initiatives to improve operational [removed: efficiency and enhance] [added: performance] and [removed: solidify] the continuous improvement programs embedded in our businesses' day-to-day operations.

We continue to invest in Dover Business Services shared service centers, consisting of a team of approximately [removed: 600] [added: 700] professionals, to provide important transactional and value-added services to our businesses.

Our India Innovation Center has a team of approximately 800 engineers and IT professionals that our businesses rely on to leverage for product engineering, digital solutions development, data and information management, research and [removed: development,] [added: development] and intellectual property services.

We have been steadily investing in the build out and deployment of the above four enterprise capabilities in the past several years, including [added: organically] investing [removed: over $38.6 million in capital expenditures during 2019-2023,] and [removed: significantly] expanding the staff of experts and support personnel in key centers of excellence globally.

In addition, we seek to deploy capital for acquisitions in attractive growth areas across our [removed: five segments.][added: portfolio.]

Finally, we have consistently returned cash to shareholders by paying dividends, which have increased annually over each of the last [removed: 68] [added: 69] years.

[removed: As a first priority, we] [added: We] seek to acquire [removed: attractive] [added: complementary] add-on businesses with a strong fit [removed: that enhance] [added: with] our existing [removed: franchises by] [added: platforms,] increasing their reach and customer access, broadening their product [removed: mix] [added: 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 [added: respective] markets or niches, have a strong track record for innovation, offer differentiated solutions, [removed: clearly complement our businesses, have a solid organic growth profile] and [added: have] attractive and sustainable [removed: returns, and offer] [added: returns with] significant synergy [removed: potential to generate double-digit return on capital within three years after the acquisition is completed.][added: potential.]

Over the past three years [removed: (2021] [added: (2022] through [removed: 2023),] [added: 2024),] we have spent approximately [removed: $2.0] [added: $1.5] billion, net of cash acquired and including contingent consideration, to purchase [removed: fourteen] [added: thirteen] businesses.

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 [added: and capital intensive] markets [removed: or] [added: and, therefore,] focus on our higher margin and higher growth spaces.

[removed: We pragmatically consider such opportunities as part of our ongoing portfolio management and review processes, and execute divestitures if the value created 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.

For more details, see Note 4 — [removed: Dispositions] [added: Discontinued and Disposed Operations] in the [removed: Consolidated Financial Statements] [added: consolidated financial statements] in Item 8 of this Form 10-K.

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: [removed: solid waste handling,] aftermarket vehicle service, [removed: industrial automation,] aerospace and defense, industrial winch and hoist, and fluid dispensing.

Our vehicle service business provides [removed: products,] [added: equipment,] software [added: 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 aerospace and defense business supplies radio frequency and microwave filters and switches, as well as [removed: signal] [added: signals] intelligence [added: and other integrated] solutions, to enable secure communications in aerospace and defense applications.

Our Engineered Products segment's products are manufactured primarily in [removed: the U.S.,] [added: North America,] Europe and Asia and are sold throughout the world directly and through a network of distributors.

In addition, our businesses serving the [removed: apparel and textile] [added: digital] printing market develop, manufacture and sell equipment, software, consumables and service solutions used in [removed: digital] textile, [added: apparel,] soft signage and specialty materials markets.

The businesses in our Pumps & Process Solutions segment manufacture specialty pumps, single-use pumps, connectors and flow meters, plastics and polymers processing [removed: equipment,] [added: equipment and] highly-engineered components, specialized instrumentation and digital controls for rotating and reciprocating machinery.

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 for all periods presented.

The discussion throughout Item 1 of this Form 10-K, unless otherwise noted, relates solely to our continuing operations.

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.

superior product performance, safety, reliability, and a commitment to aftermarket support.

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 and power generation infrastructure (including growing sophistication of fluid transfer and rotating machinery components, 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.

Many of our software solutions in the areas of product traceability, anti-counterfeiting, retail fueling station monitoring, vehicle damage analysis and measurement systems, and visual commerce have been certified as compliant under AICPA System and Organization Controls 2 ("SOC 2") audits.

security, and offer better efficiency in providing support and engineering for our software and connected products to keep our projects cost-competitive.

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 aim to generate double-digit return on capital within three or four years after an acquisition is completed.

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

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, subject to standard working capital adjustments.

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.

For example, OPW, an operating company within the Clean Energy & Fueling segment, announced the launch of its RegO Presto-Link© device and RegO application integration during 2024.

This application streamlines testing processes and enhances safety measures for on-site personnel performing the liquefied petroleum gas container and regulator testing.

The RegO application is integrated with the Presto-Link Bluetooth device, which communicates with RegO Presto-Tap products placed on propane-system components

requiring testing.

This connection enables swift and precise leak detection and pressure readings, eliminating the need for manual recording of results and mitigating the risks associated with human error.

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.

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 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 our efforts, we have reduced our total recordable injury rate substantially since 2019.

| Engineered Products | | | | | | Snap-On Inc. (Challenger Lifts, Car-O-Liner), The COATS Company, Arrowhead Winch, Teledyne, Nordson Corporation | | |

In 2022, we established our advanced manufacturing center of excellence and expanded it again into 2023.

Our acquisition program has two key elements.

Second, in the right circumstances, we may strategically pursue larger, stand-alone businesses that complement our existing businesses or provide a path for us to pursue growth in near adjacencies.

During 2021, we completed the sales of Unified Brands ("UB"), a wholly owned subsidiary of the Company within the Climate & Sustainability Technologies segment and Race Winning Brands ("RWB"), an equity method investment within the Engineered Products segment for aggregate cash consideration of $275.0 million.

On October 11, 2023, we entered into a definitive agreement to sell De-Sta-Co, an operating company within the Engineered Products segment, for approximately $680.0 million enterprise value, subject to customary post-closing adjustments.

The transaction is expected to close in the first quarter of 2024, subject to customary closing conditions, including receipt of regulatory approvals.

The aforementioned disposals did not represent strategic shifts in operations and, therefore, did not qualify for presentation as discontinued operations.

Our waste handling business is a leading North American supplier of equipment, software and services for the refuse collection industry and for on-site processing and compaction of trash and recyclable materials.

Our industrial automation business provides a wide range of modular automation components including manual clamps, power clamps, rotary and linear mechanical indexers, conveyors, pick and place units, glove ports and manipulators, as well as end-of-arm robotic grippers, slides and end effectors.

These businesses are benefiting from a secular shift from analog to digital printing due to comparative advantages in customization of garments and sustainability (the digital printing process is significantly more environmentally friendly due to lower water consumption).

Additionally, supply chain disruptions have stabilized, but there are still components with long lead times and scarcity of supply.

For example, Vehicle Services Group, within the Engineered Products segment, launched Constellation, an automated artificial intelligence enabled hail damage detection system with work completed at the Digital Labs.

Constellation is the automotive repair industry's first automated mobile 3D hail damage scanning system that provides a complete workflow system, tracking hail-damaged vehicles from the initial damage incident, through the claims process and ultimately to vehicle repair.

We view the diversity of our employees as a strength to better serve our customers and communities.

To that end, we have taken various actions to enhance diversity, including partnering with organizations that can support our efforts to identify and recruit talented and diverse candidates.

One of the ways in which we seek to promote an inclusive work environment is by supporting our operating companies in establishing employee resource groups.

These groups allow for collaboration and serve as an open forum for networking, professional development, and mentoring.

To help educate our workforce on the benefits of an inclusive environment, and drive awareness, we have invested in training across the organization focused on diversity and inclusion topics.

We are committed to providing a healthy environment and safe workplace by operating in accordance with established health and safety protocols across our facilities and maintaining an enhanced health and safety compliance program.

| Engineered Products | | | | | | Snap-On Inc. (Challenger Lifts, Car-O-Liner), Hennessey Industries, Oshkosh Corp. (McNeilus), Labrie Enviroquip Group, Geotab Inc., AMCS Group, PACCAR (Braden), Teledyne | | |

For fiscal year ended December 31, [removed: 2023][added: 2024]

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, [removed: 2023] [added: 2024] was [removed: $20,558,274,097.][added: $24,714,803,907.]

The registrant's closing price as reported on the New York Stock Exchange-Composite Transactions for June [removed: 30, 2023] [added: 28, 2024 (the last trading day in June)] was [removed: $147.65] [added: $180.45] per share.

The number of outstanding shares of the registrant's common stock as of [removed: January 29, 2024] [added: February 3, 2025] was [removed: 139,896,670.][added: 137,225,409.]

Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 3, 2024] [added: 2, 2025] (the [removed: "2024] [added: "2025] Proxy Statement").

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 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; 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 [added: 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.

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| [Item [removed: 7A.](#i2104a6a8ae96473ca14e22e02e2abcf0_103)] [added: 7A.](#i5e22596fc410472ba847835082dbcad7_106)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i2104a6a8ae96473ca14e22e02e2abcf0_103)] [added: Risk](#i5e22596fc410472ba847835082dbcad7_106)] | | | [removed: [49](#i2104a6a8ae96473ca14e22e02e2abcf0_103)] [added: [51](#i5e22596fc410472ba847835082dbcad7_106)] | | |

| [Item [removed: 8.](#i2104a6a8ae96473ca14e22e02e2abcf0_106)] [added: 8.](#i5e22596fc410472ba847835082dbcad7_109)] | | | [Financial Statements and Supplementary [removed: Data](#i2104a6a8ae96473ca14e22e02e2abcf0_106)] [added: Data](#i5e22596fc410472ba847835082dbcad7_109)] | | | [removed: [50](#i2104a6a8ae96473ca14e22e02e2abcf0_106)] [added: [52](#i5e22596fc410472ba847835082dbcad7_109)] | | |

| [Item [removed: 9.](#i2104a6a8ae96473ca14e22e02e2abcf0_238)] [added: 9.](#i5e22596fc410472ba847835082dbcad7_250)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i2104a6a8ae96473ca14e22e02e2abcf0_238)] [added: Disclosure](#i5e22596fc410472ba847835082dbcad7_250)] | | | [removed: [101](#i2104a6a8ae96473ca14e22e02e2abcf0_238)] [added: [104](#i5e22596fc410472ba847835082dbcad7_250)] | | |

| [Item [removed: 9A.](#i2104a6a8ae96473ca14e22e02e2abcf0_241)] [added: 9A.](#i5e22596fc410472ba847835082dbcad7_253)] | | | [Controls and [removed: Procedures](#i2104a6a8ae96473ca14e22e02e2abcf0_241)] [added: Procedures](#i5e22596fc410472ba847835082dbcad7_253)] | | | [removed: [101](#i2104a6a8ae96473ca14e22e02e2abcf0_241)] [added: [104](#i5e22596fc410472ba847835082dbcad7_253)] | | |

| [Item [removed: 9B.](#i2104a6a8ae96473ca14e22e02e2abcf0_244)] [added: 9B.](#i5e22596fc410472ba847835082dbcad7_256)] | | | [Other [removed: Information](#i2104a6a8ae96473ca14e22e02e2abcf0_244)] [added: Information](#i5e22596fc410472ba847835082dbcad7_256)] | | | [removed: [102](#i2104a6a8ae96473ca14e22e02e2abcf0_244)] [added: [105](#i5e22596fc410472ba847835082dbcad7_256)] | | |

| [Item [removed: 9C.](#i2104a6a8ae96473ca14e22e02e2abcf0_247)] [added: 9C.](#i5e22596fc410472ba847835082dbcad7_259)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i2104a6a8ae96473ca14e22e02e2abcf0_247)] [added: Inspections](#i5e22596fc410472ba847835082dbcad7_259)] | | | [removed: [102](#i2104a6a8ae96473ca14e22e02e2abcf0_247)] [added: [105](#i5e22596fc410472ba847835082dbcad7_259)] | | |

| [Item [removed: 10.](#i2104a6a8ae96473ca14e22e02e2abcf0_253)] [added: 10.](#i5e22596fc410472ba847835082dbcad7_265)] | | | [Directors and Executive Officers and Corporate [removed: Governance](#i2104a6a8ae96473ca14e22e02e2abcf0_253)] [added: Governance](#i5e22596fc410472ba847835082dbcad7_265)] | | | [removed: [103](#i2104a6a8ae96473ca14e22e02e2abcf0_253)] [added: [106](#i5e22596fc410472ba847835082dbcad7_265)] | | |

| [Item [removed: 11.](#i2104a6a8ae96473ca14e22e02e2abcf0_256)] [added: 11.](#i5e22596fc410472ba847835082dbcad7_268)] | | | [Executive [removed: Compensation](#i2104a6a8ae96473ca14e22e02e2abcf0_256)] [added: Compensation](#i5e22596fc410472ba847835082dbcad7_268)] | | | [removed: [104](#i2104a6a8ae96473ca14e22e02e2abcf0_256)] [added: [107](#i5e22596fc410472ba847835082dbcad7_268)] | | |

| [Item [removed: 12.](#i2104a6a8ae96473ca14e22e02e2abcf0_259)] [added: 12.](#i5e22596fc410472ba847835082dbcad7_271)] | | | [Security Ownership of certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i2104a6a8ae96473ca14e22e02e2abcf0_259)] [added: Matters](#i5e22596fc410472ba847835082dbcad7_271)] | | | [removed: [104](#i2104a6a8ae96473ca14e22e02e2abcf0_259)] [added: [107](#i5e22596fc410472ba847835082dbcad7_271)] | | |

| [Item [removed: 13.](#i2104a6a8ae96473ca14e22e02e2abcf0_262)] [added: 13.](#i5e22596fc410472ba847835082dbcad7_274)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i2104a6a8ae96473ca14e22e02e2abcf0_262)] [added: Independence](#i5e22596fc410472ba847835082dbcad7_274)] | | | [removed: [105](#i2104a6a8ae96473ca14e22e02e2abcf0_262)] [added: [108](#i5e22596fc410472ba847835082dbcad7_274)] | | |

| [Item [removed: 14](#i2104a6a8ae96473ca14e22e02e2abcf0_265).] [added: 14](#i5e22596fc410472ba847835082dbcad7_277).] | | | [Principal Accountant Fees and [removed: Services](#i2104a6a8ae96473ca14e22e02e2abcf0_265)] [added: Services](#i5e22596fc410472ba847835082dbcad7_277)] | | | [removed: [105](#i2104a6a8ae96473ca14e22e02e2abcf0_265)] [added: [108](#i5e22596fc410472ba847835082dbcad7_277)] | | |

| [Item [removed: 15.](#i2104a6a8ae96473ca14e22e02e2abcf0_271)] [added: 15.](#i5e22596fc410472ba847835082dbcad7_283)] | | | [Exhibits and Financial Statement [removed: Schedules](#i2104a6a8ae96473ca14e22e02e2abcf0_271)] [added: Schedules](#i5e22596fc410472ba847835082dbcad7_283)] | | | [removed: [106](#i2104a6a8ae96473ca14e22e02e2abcf0_271)] [added: [109](#i5e22596fc410472ba847835082dbcad7_283)] | | |

| [Item [removed: 16.](#i2104a6a8ae96473ca14e22e02e2abcf0_274)] [added: 16.](#i5e22596fc410472ba847835082dbcad7_286)] | | | [Form 10-K [removed: Summary](#i2104a6a8ae96473ca14e22e02e2abcf0_274)] [added: Summary](#i5e22596fc410472ba847835082dbcad7_286)] | | | [removed: [110](#i2104a6a8ae96473ca14e22e02e2abcf0_274)] [added: [113](#i5e22596fc410472ba847835082dbcad7_286)] | | |

| [PART I](#i5e22596fc410472ba847835082dbcad7_13) | | | | | | | | |

| [Item 1C.](#i5e22596fc410472ba847835082dbcad7_25) | | | [Cybersecurity](#i5e22596fc410472ba847835082dbcad7_28) | | | [23](#i5e22596fc410472ba847835082dbcad7_28) | | |

| [PART II](#i5e22596fc410472ba847835082dbcad7_43) | | | | | | | | |

| [PART III](#i5e22596fc410472ba847835082dbcad7_262) | | | | | | | | |

| [PART IV](#i5e22596fc410472ba847835082dbcad7_280) | | | | | | | | |

| [SIGNATURES](#i5e22596fc410472ba847835082dbcad7_289) | | | | | | [114](#i5e22596fc410472ba847835082dbcad7_289) | | |

| [PART I](#i2104a6a8ae96473ca14e22e02e2abcf0_13) | | | | | | | | |

| [Item 1](#i2104a6a8ae96473ca14e22e02e2abcf0_25)[C](#i2104a6a8ae96473ca14e22e02e2abcf0_25)[.](#i2104a6a8ae96473ca14e22e02e2abcf0_25) | | | [C](#i2104a6a8ae96473ca14e22e02e2abcf0_1256)[yber](#i2104a6a8ae96473ca14e22e02e2abcf0_1256)[securit](#i2104a6a8ae96473ca14e22e02e2abcf0_1256)[y](#i2104a6a8ae96473ca14e22e02e2abcf0_1256) | | | [23](#i2104a6a8ae96473ca14e22e02e2abcf0_1256) | | |

| [PART II](#i2104a6a8ae96473ca14e22e02e2abcf0_40) | | | | | | | | |

| [PART III](#i2104a6a8ae96473ca14e22e02e2abcf0_250) | | | | | | | | |

| [PART IV](#i2104a6a8ae96473ca14e22e02e2abcf0_268) | | | | | | | | |

| [SIGNATURES](#i2104a6a8ae96473ca14e22e02e2abcf0_277) | | | | | | [111](#i2104a6a8ae96473ca14e22e02e2abcf0_277) | | |

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, [added: 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 [removed: System and Organization Controls] [added: SOC] 2 [removed: (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 [added: key] third party partners and other service providers with access to information assets of Dover.

[removed: In addition, we] [added: We] review independent audit reports from key third party partners and other service providers with access to information assets at least annually.

However, patch and vulnerability management, including for products and information assets, remains a complex and key risk that [removed: can] [added: 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 [removed: services.][added: services, although product security risks will continue to evolve and grow more complex.]

Our product security efforts are informed in part by [added: 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 of the date of this report, we have not identified any [added: 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.

The CDO is responsible for corporate-wide data security, and the CISO is responsible for developing, implementing and enforcing security policies [added: at the corporate level and providing guidance for the operating companies] to manage our overall cybersecurity risks.

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 [removed: administration, and the CISO holds an undergraduate degree in electrical and computer engineering.][added: administration.]

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 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 CISO has over two decades of information technology risk management experience, including experience with information security testing at several Fortune 500 companies.

The number, type, location and size of the properties used by our operations as of December 31, [removed: 2023] [added: 2024] are shown in the following charts, by segment:

| Engineered Products | | | [removed: 29] [added: 14] | | | | | | 10 | | | | | | [removed: 10] [added: 2] | | | | | | [removed: 49] [added: 1] | | | | | | [removed: 2,880] [added: 27] | | | | | | [removed: 760] [added: 1] | | | [added: | | | 7 | | |]

| Clean Energy & Fueling | | | [removed: 42] [added: 39] | | | | | | [added: 20 | | | | | |] 9 | | | | | | [removed: 31] [added: 2] | | | | | | [removed: 82] [added: 70] | | | | | | [removed: 1,680] [added: 1] | | | | | | [removed: 1,955] [added: 10] | | |

| Imaging & Identification | | | [removed: 13] [added: 12] | | | | | | [removed: 5] [added: 3] | | | | | | [removed: 45] [added: 46] | | | | | | [removed: 63] [added: 61] | | | | | | 625 | | | | | | [removed: 779] [added: 576] | | |

| Pumps & Process Solutions | | | [removed: 37] [added: 36] | | | | | | [removed: 18] [added: 20] | | | | | | [removed: 24] [added: 11] | | | | | | [removed: 79] [added: 1] | | | | | | [removed: 2,735] [added: 68] | | | | | | [removed: 1,427] [added: 1] | | | [added: | | | 10 | | |]

| Climate & Sustainability Technologies | | | [removed: 24] [added: 16] | | | | | | [removed: 9] [added: 11] | | | | | | [removed: 19] [added: 10] | | | | | | [removed: 52] [added: 2] | | | | | | [removed: 1,691] [added: 39] | | | | | | [removed: 2,578] [added: 1] | | | [added: | | | 9 | | |]

| Engineered Products | | | [removed: 23 | | | | | | 15] [added: 21] | | | | | | [removed: 3] [added: 5] | | | | | | [removed: 1] [added: 6] | | | | | | [removed: 42] [added: 32] | | | | | | [removed: 1] [added: 2,046] | | | | | | [removed: 9] [added: 601] | | |

| Clean Energy & Fueling | | | [removed: 31 | | | | | | 19] [added: 47] | | | | | | [removed: 8] [added: 16] | | | | | | [removed: 3] [added: 34] | | | | | | [removed: 61] [added: 97] | | | | | | [removed: 1] [added: 1,719] | | | | | | [removed: 11] [added: 2,334] | | |

| Imaging & Identification | | | 9 | | | | | | [removed: 28] [added: 26] | | | | | | [removed: 17] [added: 18] | | | | | | 4 | | | | | | [removed: 58] [added: 57] | | | | | | 1 | | | | | | [removed: 10] [added: 9] | | |

| Pumps & Process Solutions | | | [removed: 34 | | | | | | 19] [added: 36] | | | | | | [removed: 14] [added: 15] | | | | | | [removed: 1] [added: 24] | | | | | | [removed: 68] [added: 75] | | | | | | [removed: 1] [added: 2,693] | | | | | | [removed: 11] [added: 1,289] | | |

| Climate & Sustainability Technologies | | | [removed: 16 | | | | | | 11] [added: 26] | | | | | | [removed: 9] [added: 10] | | | | | | [removed: 2] [added: 15] | | | | | | [removed: 38] [added: 51] | | | | | | [removed: 1] [added: 1,646] | | | | | | [removed: 10] [added: 2,576] | | |

Our executive officers as of February [removed: 9, 2024,] [added: 14, 2025,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:

| Richard J. Tobin | | | | | | [removed: 60] [added: 61] | | | | | | 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. | | |

| Ivonne M. Cabrera | | | | | | [removed: 57] [added: 58] | | | | | | Senior Vice President, General Counsel and Secretary (since January 2013) of Dover. | | |

[removed: | Brad M. Cerepak | | | | | | 64 | | | | | |] [added: Cerepak, who was formerly] Senior Vice President and Chief Financial Officer (since May 2011) of [removed: Dover. | | |][added: Dover, retired as of January 31, 2025.]

| Girish Juneja | | | | | | [removed: 54] [added: 55] | | | | | | 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 | | | | | | [removed: 58] [added: 59] | | | | | | 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 | | | | | | [removed: 50] [added: 51] | | | | | | Vice President and Controller [removed: (from] [added: (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). | | |

| Jeffrey Yehle | | | | | | 59 | | | | | | 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). | | |

| Christopher B. Woenker | | | | | | 42 | | | | | | 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. | | |

Brad M.

| Kimberly K. Bors | | | | | | 63 | | | | | | Senior Vice President and Chief Human Resources Officer (since January 2020) of Dover; prior thereto Senior Vice President and Chief Human Resources Officer of The Mosaic Company (from July 2017 to December 2018); prior thereto Senior Vice President, Human Resources and Administration for Schneider, North America at Schneider Electric (September 2014 to June 2017). | | |

[Table of](#i2104a6a8ae96473ca14e22e02e2abcf0_7) [Contents](#i2104a6a8ae96473ca14e22e02e2abcf0_7)

As of [removed: January 29, 2024,] [added: February 3, 2025,] there were [removed: 1,161] [added: 1,078] holders of record of Dover common stock.

In August 2023, the Company's Board of Directors approved a [removed: new] standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026.

[removed: ][added: ]

This graph assumes $100 invested on December 31, [removed: 2018] [added: 2019] in Dover common stock, the S&P 500 Index and the S&P 500 Industrials Index.

There were no share repurchases during the fourth quarter of 2024.

As of December 31, 2024, 17,130,718 shares remained authorized for repurchase under the August 2023 share repurchase authorization.

This share repurchase authorization replaced the November 2020 share repurchase authorization.

Upon expiration of the November 2020 share repurchase authorization on December 31, 2023, 15,283,326 shares remained unused.

During the year ended December 31, 2023, there were no share repurchases.

[Table of](#i2104a6a8ae96473ca14e22e02e2abcf0_7) [Contents](#i2104a6a8ae96473ca14e22e02e2abcf0_7)

INDEX TO CONSOLIDATED FINANCIAL [removed: STATEMENTS AND][added: STATEMENTS]

| [removed: [51](#i2104a6a8ae96473ca14e22e02e2abcf0_109)] [added: [53](#i5e22596fc410472ba847835082dbcad7_112)] | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i2104a6a8ae96473ca14e22e02e2abcf0_109)] [added: Reporting](#i5e22596fc410472ba847835082dbcad7_112)] | | |

| [removed: [52](#i2104a6a8ae96473ca14e22e02e2abcf0_112)] [added: [54](#i5e22596fc410472ba847835082dbcad7_115)] | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i2104a6a8ae96473ca14e22e02e2abcf0_112) 238[)](#i2104a6a8ae96473ca14e22e02e2abcf0_112)] [added: ID](#i5e22596fc410472ba847835082dbcad7_115) 238[)](#i5e22596fc410472ba847835082dbcad7_115)] | | |

| [removed: [54](#i2104a6a8ae96473ca14e22e02e2abcf0_115)] [added: [56](#i5e22596fc410472ba847835082dbcad7_118)] | | | [Consolidated Statements of [removed: Earnings](#i2104a6a8ae96473ca14e22e02e2abcf0_115)] [added: Earnings](#i5e22596fc410472ba847835082dbcad7_118)] | | |

| [removed: [55](#i2104a6a8ae96473ca14e22e02e2abcf0_118)] [added: [57](#i5e22596fc410472ba847835082dbcad7_121)] | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i2104a6a8ae96473ca14e22e02e2abcf0_118)] [added: Earnings](#i5e22596fc410472ba847835082dbcad7_121)] | | |

| [removed: [56](#i2104a6a8ae96473ca14e22e02e2abcf0_121)] [added: [58](#i5e22596fc410472ba847835082dbcad7_124)] | | | [Consolidated Balance [removed: Sheets](#i2104a6a8ae96473ca14e22e02e2abcf0_121)] [added: Sheets](#i5e22596fc410472ba847835082dbcad7_124)] | | |

| [removed: [57](#i2104a6a8ae96473ca14e22e02e2abcf0_124)] [added: [59](#i5e22596fc410472ba847835082dbcad7_127)] | | | [Consolidated Statements of Stockholders' [removed: Equity](#i2104a6a8ae96473ca14e22e02e2abcf0_124)] [added: Equity](#i5e22596fc410472ba847835082dbcad7_127)] | | |

| [removed: [58](#i2104a6a8ae96473ca14e22e02e2abcf0_127)] [added: [60](#i5e22596fc410472ba847835082dbcad7_130)] | | | [Consolidated Statements of Cash [removed: Flows](#i2104a6a8ae96473ca14e22e02e2abcf0_127)] [added: Flows](#i5e22596fc410472ba847835082dbcad7_130)] | | |

[removed: | [59](#i2104a6a8ae96473ca14e22e02e2abcf0_130) | | | [Notes to Consolidated Financial Statements](#i2104a6a8ae96473ca14e22e02e2abcf0_130) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [removed: [59](#i2104a6a8ae96473ca14e22e02e2abcf0_130)] [added: [61](#i5e22596fc410472ba847835082dbcad7_136)] | | | [Note 1 - Description of Business and Summary of Significant Accounting [removed: Policies](#i2104a6a8ae96473ca14e22e02e2abcf0_133)] [added: Policies](#i5e22596fc410472ba847835082dbcad7_139)] | | |

| [removed: [74](#i2104a6a8ae96473ca14e22e02e2abcf0_163)] [added: [75](#i5e22596fc410472ba847835082dbcad7_169)] | | | [Note 5 - Inventories, [removed: net](#i2104a6a8ae96473ca14e22e02e2abcf0_163)] [added: net](#i5e22596fc410472ba847835082dbcad7_169)] | | |

| [removed: [74](#i2104a6a8ae96473ca14e22e02e2abcf0_166)] [added: [75](#i5e22596fc410472ba847835082dbcad7_172)] | | | [Note 6 - Property, Plant and Equipment, [removed: net](#i2104a6a8ae96473ca14e22e02e2abcf0_166)] [added: net](#i5e22596fc410472ba847835082dbcad7_172)] | | |

| [removed: [76](#i2104a6a8ae96473ca14e22e02e2abcf0_172)] [added: [77](#i5e22596fc410472ba847835082dbcad7_178)] | | | [Note 8 - Credit [removed: Losses](#i2104a6a8ae96473ca14e22e02e2abcf0_172)] [added: Losses](#i5e22596fc410472ba847835082dbcad7_178)] | | |

| [removed: [77](#i2104a6a8ae96473ca14e22e02e2abcf0_175)] [added: [78](#i5e22596fc410472ba847835082dbcad7_181)] | | | [Note 9 - Goodwill and Other Intangible [removed: Assets](#i2104a6a8ae96473ca14e22e02e2abcf0_175)] [added: Assets](#i5e22596fc410472ba847835082dbcad7_181)] | | |

| [removed: [78](#i2104a6a8ae96473ca14e22e02e2abcf0_181)] [added: [79](#i5e22596fc410472ba847835082dbcad7_187)] | | | [Note 10 - Other Accrued Expenses and Other [removed: Liabilities](#i2104a6a8ae96473ca14e22e02e2abcf0_181)] [added: Liabilities](#i5e22596fc410472ba847835082dbcad7_187)] | | |

| [removed: [79](#i2104a6a8ae96473ca14e22e02e2abcf0_184)] [added: [80](#i5e22596fc410472ba847835082dbcad7_190)] | | | [Note 11 - Restructuring [removed: Activities](#i2104a6a8ae96473ca14e22e02e2abcf0_184)] [added: Activities](#i5e22596fc410472ba847835082dbcad7_190)] | | |

| [removed: [81](#i2104a6a8ae96473ca14e22e02e2abcf0_193)] [added: [82](#i5e22596fc410472ba847835082dbcad7_202)] | | | [Note 13 - Financial [removed: Instruments](#i2104a6a8ae96473ca14e22e02e2abcf0_193)] [added: Instruments](#i5e22596fc410472ba847835082dbcad7_202)] | | |

| [removed: [83](#i2104a6a8ae96473ca14e22e02e2abcf0_196)] [added: [84](#i5e22596fc410472ba847835082dbcad7_205)] | | | [Note 14 - Income [removed: Taxes](#i2104a6a8ae96473ca14e22e02e2abcf0_196)] [added: Taxes](#i5e22596fc410472ba847835082dbcad7_205)] | | |

| [removed: [86](#i2104a6a8ae96473ca14e22e02e2abcf0_199)] [added: [87](#i5e22596fc410472ba847835082dbcad7_208)] | | | [Note 15 - Equity and Cash Incentive [removed: Program](#i2104a6a8ae96473ca14e22e02e2abcf0_199)] [added: Program](#i5e22596fc410472ba847835082dbcad7_208)] | | |

| [removed: [89](#i2104a6a8ae96473ca14e22e02e2abcf0_202)] [added: [90](#i5e22596fc410472ba847835082dbcad7_214)] | | | [Note 16 - Commitments and Contingent [removed: Liabilities](#i2104a6a8ae96473ca14e22e02e2abcf0_202)] [added: Liabilities](#i5e22596fc410472ba847835082dbcad7_214)] | | |

| [removed: [89](#i2104a6a8ae96473ca14e22e02e2abcf0_205)] [added: [91](#i5e22596fc410472ba847835082dbcad7_217)] | | | [Note 17 - Employee Benefit [removed: Plans](#i2104a6a8ae96473ca14e22e02e2abcf0_205)] [added: Plans](#i5e22596fc410472ba847835082dbcad7_217)] | | |

| [removed: [95](#i2104a6a8ae96473ca14e22e02e2abcf0_211)] [added: [97](#i5e22596fc410472ba847835082dbcad7_223)] | | | [Note 18 - Accumulated Other Comprehensive Earnings [removed: (Loss)](#i2104a6a8ae96473ca14e22e02e2abcf0_211)] [added: (Loss)](#i5e22596fc410472ba847835082dbcad7_223)] | | |

| [removed: [96](#i2104a6a8ae96473ca14e22e02e2abcf0_214)] [added: [98](#i5e22596fc410472ba847835082dbcad7_226)] | | | [Note 19 - Segment [removed: Information](#i2104a6a8ae96473ca14e22e02e2abcf0_214)] [added: Information](#i5e22596fc410472ba847835082dbcad7_226)] | | |

| [removed: [99](#i2104a6a8ae96473ca14e22e02e2abcf0_217)] [added: [102](#i5e22596fc410472ba847835082dbcad7_229)] | | | [Note 20 - Earnings per [removed: Share](#i2104a6a8ae96473ca14e22e02e2abcf0_217)] [added: Share](#i5e22596fc410472ba847835082dbcad7_229)] | | |

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2023.][added: 2024.]

Based on its assessment under the criteria set forth in *Internal Control — Integrated Framework* (2013), management concluded that, as of December 31, [removed: 2023,] [added: 2024,] 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, [removed: 2023] [added: 2024] has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which appears herein.

We have audited the accompanying consolidated balance sheets of Dover Corporation and its subsidiaries (the "Company") as of December 31, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] 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, [removed: 2023,] [added: 2024,] including the related notes [removed: and financial statement schedule listed in the accompanying index] (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: 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, [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2023] [added: 2024] 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, [removed: 2023,] [added: 2024,] based on criteria established in [removed: Internal] [added: *Internal] Control - Integrated [removed: Framework] [added: Framework*] (2013) issued by the COSO.

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 [added: 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.]

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $4.882] [added: $4.906] billion as of December 31, [removed: 2023.][added: 2024.]

| | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| [removed: Selling,] [added: Adjusted selling,] general and administrative [removed: expenses] [added: expenses:(2)] | | | [removed: 1,718,290] | | | | | | [removed: 1,684,226] | | | | | | [removed: 1,688,278] | | |

| Interest expense | | | [removed: 131,305] [added: 131,171] | | | | | | [removed: 116,456] [added: 131,304] | | | | | | [removed: 106,319] [added: 116,456] | | |

| Interest income | | | [removed: (13,496)] [added: (37,158)] | | | | | | [removed: (4,430)] [added: (13,496)] | | | | | | [removed: (4,441)] [added: (4,429)] | | |

| Net earnings | | | $ | [removed: 1,056,828] [added: 2,697,126] | | | | | $ | [removed: 1,065,376] [added: 1,056,828] | | | | | $ | [removed: 1,123,818] [added: 1,065,376] | |

| Basic | | | $ | [removed: 7.56] [added: 19.58] | | | | | $ | [removed: 7.47] [added: 7.56] | | | | | $ | [removed: 7.81] [added: 7.47] | |

| Diluted | | | $ | [removed: 7.52] [added: 19.45] | | | | | $ | [removed: 7.42] [added: 7.52] | | | | | $ | [removed: 7.74] [added: 7.42] | |

| [61](#i5e22596fc410472ba847835082dbcad7_136) | | | [Notes to Consolidated Financial Statements](#i5e22596fc410472ba847835082dbcad7_136) | | |

| [66](#i5e22596fc410472ba847835082dbcad7_148) | | | [Note 2 - Revenue](#i5e22596fc410472ba847835082dbcad7_148) | | |

| [68](#i5e22596fc410472ba847835082dbcad7_157) | | | [Note 3 - Acquisitions](#i5e22596fc410472ba847835082dbcad7_157) | | |

| [73](#i5e22596fc410472ba847835082dbcad7_166) | | | [Note 4 - Discontinued and Disposed Operations](#i5e22596fc410472ba847835082dbcad7_166) | | |

| [75](#i5e22596fc410472ba847835082dbcad7_175) | | | [Note 7 - Leases](#i5e22596fc410472ba847835082dbcad7_175) | | |

| [81](#i5e22596fc410472ba847835082dbcad7_196) | | | [Note 12 - Borrowings](#i5e22596fc410472ba847835082dbcad7_196) | | |

| [102](#i5e22596fc410472ba847835082dbcad7_232) | | | [Note 21 - Stockholders' Equity](#i5e22596fc410472ba847835082dbcad7_232) | | |

| [103](#i5e22596fc410472ba847835082dbcad7_241) | | | [Note 22 - Subsequent Events](#i5e22596fc410472ba847835082dbcad7_241)[](#i5e22596fc410472ba847835082dbcad7_241) | | |

| February 14, 2025 | | | | | |

| Revenue | | | $ | 7,745,909 | | | | | $ | 7,684,476 | | | | | $ | 7,844,174 | |

| Cost of goods and services | | | 4,787,288 | | | | | | 4,816,932 | | | | | | 4,939,221 | | |

| Gross profit | | | 2,958,621 | | | | | | 2,867,544 | | | | | | 2,904,953 | | |

| Selling, general and administrative expenses | | | 1,752,266 | | | | | | 1,648,204 | | | | | | 1,625,312 | | |

| Operating earnings | | | 1,206,355 | | | | | | 1,219,340 | | | | | | 1,279,641 | | |

| Gain on dispositions | | | (597,798) | | | | | | — | | | | | | — | | |

| Other income, net | | | (46,876) | | | | | | (21,468) | | | | | | (22,589) | | |

| Earnings before provision for income taxes | | | 1,757,016 | | | | | | 1,123,000 | | | | | | 1,190,203 | | |

| Provision for income taxes | | | 357,048 | | | | | | 179,136 | | | | | | 200,291 | | |

| Earnings from continuing operations | | | 1,399,968 | | | | | | 943,864 | | | | | | 989,912 | | |

| Earnings from discontinued operations, net | | | 1,297,158 | | | | | | 112,964 | | | | | | 75,464 | | |

| Earnings per share from continuing operations: | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 10.16 | | | | | $ | 6.75 | | | | | $ | 6.94 | |

| Diluted | | | $ | 10.09 | | | | | $ | 6.71 | | | | | $ | 6.89 | |

| Earnings per share from discontinued operations: | | | | | | | | | | | | | | | | | |

| Basic | | | $ | 9.42 | | | | | $ | 0.81 | | | | | $ | 0.53 | |

| Diluted | | | $ | 9.35 | | | | | $ | 0.80 | | | | | $ | 0.53 | |

| Receivables, net | | | 1,354,225 | | | | | | 1,321,107 | | |

| Inventories, net | | | 1,144,838 | | | | | | 1,144,089 | | |

| Prepaid and other current assets | | | 140,557 | | | | | | 139,348 | | |

| Assets of discontinued operations - current | | | — | | | | | | 194,486 | | |

| Goodwill | | | 4,905,702 | | | | | | 4,637,564 | | |

| Intangible assets, net | | | 1,580,854 | | | | | | 1,445,204 | | |

| Assets of discontinued operations - non-current | | | — | | | | | | 341,954 | | |

| Short-term borrowings and current portion of long-term debt | | | $ | 400,056 | | | | | $ | 468,282 | |

| Accounts payable | | | 848,006 | | | | | | 854,465 | | |

| Deferred revenue | | | 198,629 | | | | | | 194,798 | | |

| Accrued insurance | | | 87,952 | | | | | | 86,085 | | |

| Other accrued expenses | | | 335,326 | | | | | | 296,895 | | |

| Liabilities of discontinued operations - current | | | — | | | | | | 153,013 | | |

| Other liabilities | | | 471,127 | | | | | | 426,914 | | |

FINANCIAL STATEMENT SCHEDULE

| [64](#i2104a6a8ae96473ca14e22e02e2abcf0_142) | | | [Note 2 - Revenue](#i2104a6a8ae96473ca14e22e02e2abcf0_142) | | |

| [66](#i2104a6a8ae96473ca14e22e02e2abcf0_151) | | | [Note 3 - Acquisitions](#i2104a6a8ae96473ca14e22e02e2abcf0_151) | | |

| [73](#i2104a6a8ae96473ca14e22e02e2abcf0_160) | | | [Note 4 - Dispositions](#i2104a6a8ae96473ca14e22e02e2abcf0_160) | | |

| [74](#i2104a6a8ae96473ca14e22e02e2abcf0_169) | | | [Note 7 - Leases](#i2104a6a8ae96473ca14e22e02e2abcf0_169) | | |

| [80](#i2104a6a8ae96473ca14e22e02e2abcf0_187) | | | [Note 12 - Borrowings](#i2104a6a8ae96473ca14e22e02e2abcf0_187) | | |

| [99](#i2104a6a8ae96473ca14e22e02e2abcf0_220) | | | [Note 21 - Stockholders' Equity](#i2104a6a8ae96473ca14e22e02e2abcf0_220) | | |

| [100](#i2104a6a8ae96473ca14e22e02e2abcf0_229) | | | [N](#i2104a6a8ae96473ca14e22e02e2abcf0_229)[ote 22](#i2104a6a8ae96473ca14e22e02e2abcf0_229) [- Subsequent Events](#i2104a6a8ae96473ca14e22e02e2abcf0_229) | | |

| [100](#i2104a6a8ae96473ca14e22e02e2abcf0_235) | | | [Financial Statement Schedule - Schedule II, Valuation and Qualifying Accounts](#i2104a6a8ae96473ca14e22e02e2abcf0_235) | | |

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.

| February 9, 2024 | | | | | |

| | | | | | | | | | | | | | | | | | |

| Revenue | | | $ | 8,438,134 | | | | | $ | 8,508,088 | | | | | $ | 7,907,081 | |

| Cost of goods and services | | | 5,353,501 | | | | | | 5,444,532 | | | | | | 4,937,295 | | |

| Gross profit | | | 3,084,633 | | | | | | 3,063,556 | | | | | | 2,969,786 | | |

| Operating earnings | | | 1,366,343 | | | | | | 1,379,330 | | | | | | 1,281,508 | | |

| Gain on dispositions | | | — | | | | | | — | | | | | | (206,338) | | |

| Other income, net | | | (21,472) | | | | | | (20,201) | | | | | | (14,858) | | |

| Earnings before provision for income taxes | | | 1,270,006 | | | | | | 1,287,505 | | | | | | 1,400,826 | | |

| Provision for income taxes | | | 213,178 | | | | | | 222,129 | | | | | | 277,008 | | |

(In thousands)

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Receivables, net | | | 1,432,040 | | | | | | 1,516,871 | | |

| Inventories, net | | | 1,225,452 | | | | | | 1,366,608 | | |

| Goodwill | | | 4,881,687 | | | | | | 4,669,494 | | |

| Intangible assets, net | | | 1,483,913 | | | | | | 1,333,735 | | |

| Short-term borrowings | | | $ | 468,282 | | | | | $ | 735,772 | |

| Accounts payable | | | 958,542 | | | | | | 1,068,144 | | |

| Deferred revenue | | | 211,292 | | | | | | 256,933 | | |

| Accrued insurance | | | 86,174 | | | | | | 92,876 | | |

| Other accrued expenses | | | 315,527 | | | | | | 318,337 | | |

| Other liabilities | | | 461,972 | | | | | | 474,903 | | |

| Balance at December 31, 2020 | | | $ | 258,982 | | | | | $ | 868,882 | | | | | $ | 8,608,284 | | | | | $ | (153,254) | | | | | $ | (6,197,121) | | | | | $ | 3,385,773 | |

| Net earnings | | | — | | | | | | — | | | | | | 1,123,818 | | | | | | — | | | | | | — | | | | | | 1,123,818 | | |

| Common stock acquired | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (21,637) | | | | | | (21,637) | | |

| Other | | | — | | | | | | 42 | | | | | | 39 | | | | | | — | | | | | | — | | | | | | 81 | | |

| Depreciation and amortization | | | 317,463 | | | | | | 307,538 | | | | | | 290,123 | | |

| Stock-based compensation | | | 31,465 | | | | | | 30,821 | | | | | | 31,111 | | |

| Other, net | | | (12,385) | | | | | | (18,218) | | | | | | (7,368) | | |

| Accounts receivable | | | 86,501 | | | | | | (209,021) | | | | | | (201,540) | | |

Based on an evaluation under the supervision and with the participation of the Company's management, 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, [removed: 2023] [added: 2024] 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.

During the fourth quarter of [removed: 2023,] [added: 2024,] 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.

b.During the three months ended December 31, [removed: 2023,] [added: 2024,] 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.

The information with respect to the corporate governance matters required to be included pursuant to this Item 10 will be included in the [removed: 2024] [added: 2025] 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 [removed: 9, 2024.][added: 14, 2025.]

[added: Retired] Senior Advisor, Office of the Chairman at Deere & Company

The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in our [removed: 2024] [added: 2025] Proxy Statement and is incorporated in this Item 10 by reference.

DeHaas1,3

Johnston, Lead Independent Director2,3

Michael Manley2,4

Tobin, Chairman of the Board

DeHaas 1,3

Johnston, Chairman of the Board2,3

Michael Manley1,4

Tobin

Stephen M.

Todd1

Former Global Vice Chairman of Assurance Professional Practice of Ernst & Young Global Limited

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 [removed: 2024] [added: 2025] Proxy Statement and is incorporated in this Item 11 by reference.

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 [removed: 2024] [added: 2025] Proxy Statement and is incorporated in this Item 12 by reference.

The Equity Compensation Plan Table below presents information regarding our equity compensation plans at December 31, [removed: 2023:][added: 2024:]

As of December 31, [removed: 2023,] [added: 2024,] 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 [removed: SARs, RSUs, and PSAs] [added: SARs] under the 2012 Plan, which are reflected in Column (a) of the table.

| Equity compensation plans approved by stockholders | | | 2,644,321 | | | | | | $ | 119.11 | | | | | 11,141,686 | | |

| Total | | | 2,644,321 | | | | | | $ | 119.11 | | | | | 11,141,686 | | |

| Equity compensation plans approved by stockholders | | | 2,640,345 | | | | | | $ | 109.65 | | | | | 11,926,888 | | |

| Total | | | 2,640,345 | | | | | | $ | 109.65 | | | | | 11,926,888 | | |

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 [removed: 2024] [added: 2025] Proxy Statement and is incorporated in this Item 13 by reference.

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 [removed: 2024] [added: 2025] 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 [removed: 2024] [added: 2025] Proxy Statement and is incorporated in this Item 14 by reference.

| (2) | | | Schedules. [removed: The following financial statement schedule is set forth under "Item 8. Financial Statements and Supplementary Data" of this Form 10-K.] All [removed: other] 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)(i) | | | [removed: [Fifth] [added: [Sixth] Restated Certificate of Incorporation of the Company, filed as Exhibit [removed: 3(i)(a) to] [added: 3](https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/d804750dex31.htm)[.1](https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/d804750dex31.htm) [to] the Company's Current Report on Form 8-K filed May [removed: 7, 2019] [added: 8, 2024] (SEC File No. 001-04018), is incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519139679/d741573dex3ia.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/d804750dex31.htm)] | | | [added: | | |]

| (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.](https://www.sec.gov/Archives/edgar/data/29905/000119312523041110/d409855dex31.htm) | | | [added: | | |]

| (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.](http://www.sec.gov/Archives/edgar/data/29905/0000950123-98-005947-index.html) | | | [added: | | |]

| (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.](http://www.sec.gov/Archives/edgar/data/29905/0000950123-98-005947-index.html) | | | [added: | | |]

| (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.](http://www.sec.gov/Archives/edgar/data/29905/000095012301001183/y45340ex4-1.txt) | | | [added: | | |]

| (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.](http://www.sec.gov/Archives/edgar/data/29905/000095012305012117/y13484aexv4w1.htm) | | | [added: | | |]

| (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.](http://www.sec.gov/Archives/edgar/data/29905/000095012305012117/y13484aexv4w3.htm) | | | [added: | | |]

| (4.6) | | | [Second Supplemental Indenture, dated as of March 14, 2008, between the Company and The Bank of New York, as trustee, 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.](http://www.sec.gov/Archives/edgar/data/29905/000095012308002981/y51458a1exv4w1.htm) | | | [added: | | |]

| (4.7) | | | [Form of Global Note representing 6.60% Notes due March 15, 2038 ($250,000,000 aggregate principal amount), filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed March 14, 2008 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000095012308002981/y51458a1exv4w3.htm) | | | [added: | | |]

| (4.8) | | | [Third Supplemental Indenture, dated as of February 22, 2011, between the Company and The Bank of New York Mellon, as trustee, 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.](http://www.sec.gov/Archives/edgar/data/29905/000095012311016229/y89741exv4w1.htm) | | | [added: | | |]

| (4.9) | | | [Form of 5.375% Notes due March 1, 2041 ($350,000,000 aggregate principal amount), filed as Exhibit 4.3 to the Company's Current Report on Form 8-K filed February 22, 2011 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000095012311016229/y89741exv4w3.htm) | | | [added: | | |]

| (4.10) | | | [Fourth Supplemental Indenture, dated as of December 2, 2013, between the Company and The Bank of New York Mellon, as trustee and The Bank of New York Mellon, London Branch, as paying agent, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed December 3, 2013 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312513460389/d635057dex41.htm) | | | [added: | | |]

| (4.11) | | | [Fifth Supplemental Indenture, dated as of November 3, 2015, between the Company and J.P. Morgan Trust Company National Association, as trustee, filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 3, 2015 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm) | | | [added: | | |]

| (4.12) | | | [Form of Global Note representing the 3.150% Notes due 2025 ($400,000,000 aggregate principal amount) (included as Exhibit A to the Fifth Supplemental Indenture), filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November 3, 2015 (SEC File No. 001-04018), is incorporated by reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm) | | | [added: | | |]

| (4.13) | | | [Sixth Supplemental Indenture, dated as of November 9, 2016, between the Company and J.P. Morgan Trust Company National Association, as trustee, 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.](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) | | | [added: | | |]

| (4.14) | | | [Form of Global Note representing the 1.250% Notes due 2026 (€600,000,000 aggregate principal amount) (included as Exhibit A to the Sixth Supplemental Indenture), 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.](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm) | | | [added: | | |]

| (4.15) | | | [Seventh Supplemental Indenture, dated as of November 4, 2019, between the Company and the Bank of New York Mellon, filed as Exhibit 4.1 to the [removed: Company's](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm) [](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm)[Current] [added: Company's Current] Report on Form 8-K filed on November 4, 2019 (SEC File No. 001-04018), is incorporated by reference.](https://www.sec.gov/Archives/edgar/data/0000029905/000119312519283338/d816977dex41.htm) | | | [added: | | |]

| (4.16) | | | [Form of Global Note representing the 0.750% Notes due 2027 (€500,000,000 aggregate principal amount) (included as Exhibit A to the Seventh Supplemental Indenture), filed as Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm)[1](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm) [to] [added: 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.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm) | | | [added: | | |]

| (4.17) | | | [Eighth Supplemental Indenture, dated as of November 4, 2019, between the Company and the Bank of New York Mellon, as trustee, 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.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) | | | [added: | | |]

| (4.18) | | | [Form of Global Note representing the 2.950% Notes due 2029 ($300,000,000 aggregate principal amount) (included as Exhibit A to the Eighth Supplemental Indenture), filed as Exhibit [removed: 4.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)[3](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) [to] [added: 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.](http://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm) | | | [added: | | |]

| (4.19) | | | [Description of Dover Corporation's securities registered pursuant to Section 12 of the Exchange [removed: Act,](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)] [added: Act,](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)] [filed as Exhibit 4.19 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 [removed: reference](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[.](http://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)] [added: reference](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)[.](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm)] | | | [added: | | |]

| | | | 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. | | | [added: | | |]

| (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 [removed: reference](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex101.htm)[.](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex101.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex101.htm)] | | | [added: | | |]

| [removed: (10.2)] [added: (10.3)] | | | [364-Day Credit Agreement dated as of April [removed: 6, 2023] [added: 4, 2024] among Dover Corporation, [removed: the](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm)[Lenders] [added: the Lenders] party thereto, the Borrowing Subsidiaries party thereto from time to time and JPMorgan Chase [removed: Bank,](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm)[N.A.] [added: Bank, N.A.] as Administrative Agent, filed as Exhibit [removed: 10.2] [added: 10.3] to the Company's [removed: Current] [added: Quarterly] Report on Form [removed: 8-K filed April 11,](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm)[2023] [added: 10-Q for the period ended March 31, 2024] (SEC File No. 001-04018), is incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312523097188/d416302dex102.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000002990524000020/a2024033110-qexhibit103.htm)] | | | [added: | | |]

| [removed: (10.3)] [added: (10.4)] | | | [Tax Matters Agreement, dated May 9, 2018, by and between Dover Corporation [removed: and](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)[Apergy] [added: and Apergy] Corporation, filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed May 11, [removed: 2018](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)[(SEC] [added: 2018 (SEC] File No. 001-04018), is incorporated by reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm) | | | [added: | | |]

| [removed: (10.4)] [added: (10.5)] | | | [Dover Corporation Executive Officer [removed: Annual](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)[Incentive] [added: Annual Incentive] Plan, as amended and restated as of January 1, 2009, filed as Exhibit 10.2 to the Company's [removed: Current](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)[Report] [added: Current Report] on Form 8-K filed May 13, 2009 (SEC File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm) | | | [added: | | |]

| [removed: (10.5)] [added: (10.6)] | | | [First Amendment to the Dover Corporation Executive [removed: Officer](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[Annual] [added: Officer Annual] Incentive Plan, as amended November 14, 2019, filed as Exhibit 10.3 to the Company's Annual Report [removed: on](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[Form] [added: on Form] 10-K for the year ended December 31, 2019 (SEC File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) | | | [added: | | |]

| [removed: (10.6)] [added: (10.7)] | | | [Dover Corporation Deferred Compensation Plan, as amended and restated as of September 21, 2020, filed [removed: as](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[Exhibit] [added: as Exhibit] 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2020 [removed: (SEC](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm)[File] [added: (SEC File] No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000043/a2020093010-qexhibit101.htm) | | | [added: | | |]

| [removed: (10.7)] [added: (10.8)] | | | [removed: [First](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)[Amendment,] [added: [First Amendment,] dated as of November 23, 2021, to the Dover Corporation Deferred Compensation [removed: Plan](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)[,](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [filed] [added: Plan, filed] as Exhibit [removed: 10.](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)[6](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [to] [added: 10.6 to] the Company's Annual Report on Form 10-K for the year ended December [removed: 31,](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [2022](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) [(SEC] [added: 31, 2022 (SEC] File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm) | | | [added: | | |]

| [removed: (10.8)] [added: (10.9)] | | | [Dover Corporation Pension Replacement [removed: Plan](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm)[(formerly] [added: Plan (formerly] the Supplemental Executive Retirement Plan), as amended and restated as of January 1, 2010, filed [removed: as](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm)[Exhibit] [added: as Exhibit] 10.11 to the Company's Annual Report on Form 10-K for the year ended December 31, 2009 (SEC [removed: File](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm)[No.] [added: File No.] 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000095012310014502/y81455exv10w11.htm) | | | [added: | | |]

| [removed: (10.9)] [added: (10.10)] | | | [removed: [First](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)[Amendment] [added: [First Amendment] to the Dover Corporation Pension Replacement Plan, as amended and restated as of January 1, [removed: 2010,](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)[filed] [added: 2010, filed] as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended September 30, [removed: 2013](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm)[(SEC] [added: 2013 (SEC] File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990513000053/a2013093010-qexhibit102.htm) | | | [added: | | |]

| [removed: (10.10)] [added: (10.11)] | | | [Second Amendment, [removed: dated](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)[as] [added: dated as] of November 28, 2016, to the Dover Corporation Pension Replacement Plan, as amended and restated as [removed: of](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)[January] [added: of January] 1, 2010, filed as Exhibit 10.19 to the Company's Annual Report on Form 10-K for the period [removed: ended](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm)[December] [added: ended December] 31, 2016 (SEC File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990517000011/a2016123110-kexhibit1019.htm) | | | [added: | | |]

| [removed: (10.11)] [added: (10.12)] | | | [Third Amendment, dated as of May 8, 2018, to the Dover Corporation [removed: Pension](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)[Replacement] [added: Pension Replacement] Plan, as amended and restated as of January 1, 2010, filed as Exhibit 10.2 to the [removed: Company's](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)[Quarterly] [added: Company's Quarterly] Report on Form 10-Q for the period ended June 30, 2018 (SEC File No. 001-04018), is [removed: incorporated](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm)[by] [added: incorporated by] reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990518000043/a2018063010-qexhibit102.htm) | | | [added: | | |]

| [removed: (10.12)] [added: (10.13)] | | | [Dover Corporation Executive Severance Plan (as [removed: amended](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm)[and] [added: amended and] restated effective August 5, 2021), filed as Exhibit 10.1 to the Company's Current Report on Form 8-K [removed: filed](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm)[August] [added: filed August] 11, 2021 (SEC File No. 001-04018) is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm) | | | [added: | | |]

| [removed: (10.13)] [added: (10.14)] | | | [Dover Corporation Senior Executive Change-in-Control Severance Plan (as [removed: amended](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm)[and] [added: amended and] restated effective August 5, 2021), filed as Exhibit 10.2 to the Company's Current Report on Form 8-K [removed: filed](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm)[August] [added: filed August] 11, 2021 (SEC File No. 001-04018) is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm) | | | [added: | | |]

| [removed: (10.14)] [added: (10.15)] | | | [Dover Corporation 2012 Equity and Cash Incentive Plan, effective as of May 3, [removed: 2012,](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)[filed] [added: 2012, filed] as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended June 30, 2012 [removed: (SEC](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)[File] [added: (SEC File] No. 001-04018), is incorporated [removed: by](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm) [r](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)[eference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)] [added: by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990512000039/a2012063010-qexhibit101.htm)] | | | [added: | | |]

| [removed: (10.15)] [added: (10.16)] | | | [Amendment No. 1 to the [removed: Dover](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm)[Corporation] [added: Dover Corporation] 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.25 to the Company's Annual [removed: Report](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm) [on](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm)[Form] [added: Report on Form] 10-K for the year ended December 31, 2013 (SEC File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990514000012/a2013123110-kexhibit1025.htm) | | | [added: | | |]

| [removed: (10.16)] [added: (10.17)] | | | [Amendment No. 2, adopted [removed: and](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)[effective] [added: and effective] as of August 6, 2014, to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as [removed: Exhibit](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)[10.1] [added: Exhibit 10.1] to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2014 (SEC File [removed: No.](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm)[001-04018),] [added: No. 001-04018),] is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990514000044/a2014093010-qexhibit101.htm) | | | [added: | | |]

| [removed: (10.17)] [added: (10.18)] | | | [Amendment Number 3, adopted and effective as [removed: of](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)[February] [added: of February] 12, 2021, to the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to [removed: the](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)[Company's] [added: the Company's] Quarterly Report on Form 10-Q for the period ended March 31, 2021 (SEC File No. 001-04018), [removed: is](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm)[incorporated] [added: is incorporated] by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit101.htm) | | | [added: | | |]

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (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. + ](https://www.sec.gov/Archives/edgar/data/29905/000002990524000045/a2024093010-qexhibit21.htm) | | | | | |

| (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. ](https://www.sec.gov/Archives/edgar/data/29905/000002990524000045/a2024093010-qexhibit22.htm) | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (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.](https://www.sec.gov/Archives/edgar/data/29905/000002990524000020/a2024033110-qexhibit104.htm) | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| (10.42) | | | [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.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521049108/d101523dex101.htm) | | | | | |

| (19) | | | [Insider trading policies and procedures (1)](https://www.sec.gov/Archives/edgar/data/29905/000002990525000006/a2024123110-kexhibit19.htm) | | | | | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | |

| | | | 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. | | | | | |

| | | | | | |

| --- | --- | --- | --- | --- | --- |

- Schedule II – Valuation and Qualifying Accounts

| (10.40) | | | [Form of](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a20231231ex1040psuagreemen.htm) [2024](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a20231231ex1040psuagreemen.htm) [award grant letter for performance share awards made under the Dover Corporation 2021 Omnibus](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a20231231ex1040psuagreemen.htm) [](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a20231231ex1040psuagreemen.htm)[Incentive Plan *(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a20231231ex1040psuagreemen.htm) | | |

| (97.1) | | | [Dover Corporation Clawback Policy](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a2023123110-kexhibit971.htm) [(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a2023123110-kexhibit971.htm) | | |

| Date: | | | February [removed: 9, 2024] [added: 14, 2025] | | | | | |

[removed: Cerepak] [added: 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, [removed: 2023] [added: 2024] 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.

| /s/ Richard J. Tobin | | | | | | [added: Chairman,] Chief Executive [removed: Officer, President] [added: Officer] and [removed: Director (Principal Executive Officer)] [added: President] | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ [removed: Brad M. Cerepak] [added: Christopher B. Woenker] | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ Ryan W. Paulson | | | | | | Vice President, Controller (Principal Accounting Officer) | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ Deborah L. DeHaas | | | | | | Director | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ H. John Gilbertson, Jr. | | | | | | Director | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ Kristiane C. Graham | | | | | | Director | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ Marc A. Howze | | | | | | Director | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ Michael Manley | | | | | | Director | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ Danita K. Ostling | | | | | | Director | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ Eric A. Spiegel | | | | | | Director | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

| /s/ Keith E. Wandell | | | | | | Director | | | | | | February [removed: 9, 2024] [added: 14, 2025] | | |

Tobin, Christopher B.

| Christopher B. Woenker | | | | | | | | | | | | | | |

| /s/ Michael F. Johnston | | | | | | Lead Independent Director | | | | | | February 14, 2025 | | |

Tobin, Brad M.

| | | | | | | | | | | | | | | |

| /s/ Michael F. Johnston | | | | | | Chairman, Board of Directors | | | | | | February 9, 2024 | | |

| Brad M. Cerepak | | | | | | | | | | | | | | |

| /s/ Stephen M. Todd | | | | | | Director | | | | | | February 9, 2024 | | |

| Stephen M. Todd | | | | | | | | | | | | | | |