Dover (DOV) 10-K risk factor changes: FY2025 vs FY2024

Approximately 46% [removed: and 48%] of our revenues for [removed: 2024] [added: both 2025] and [removed: 2023, respectively,] [added: 2024] were derived outside the United States and we expect international sales to continue to represent a significant portion of our revenues given our global growth strategy.

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

As cyber threats continue to evolve, cybersecurity and data protection laws and regulations continue to develop in the U.S. and globally, and our business continues to move toward increased online connectivity within our information systems and through more Internet-enabled [added: and automated or AI-embedded] products and offerings, we expect to expend additional resources to continue to build out our compliance programs, strengthen our information security, data protection and business continuity measures, and investigate and remediate vulnerabilities.

These measures may not be effective in capturing intellectual property rights, and they may not prevent [removed: their] [added: our businesses'] intellectual property from being challenged, invalidated, or circumvented, particularly in countries where intellectual property rights are not highly developed or protected.

[removed: If] [added: Further, if] our businesses are unable to anticipate their competitors' developments or identify customer needs and preferences on a timely basis, successfully introduce new products, digital solutions and support services in response to such competitive factors, or adopt to market [removed: changes relating to climate change related policies, they could lose customers to competitors.]

The disruption of our global supply chain for any reason, including for issues such as [removed: COVID-19 or other] [added: public] health [added: crises, health] epidemics or [added: global] pandemics, labor disputes, loss of single source or limited source supplier, inability to procure sufficient raw materials, quality control issues, ethical sourcing issues, discontinuity or disruption in our internal information and data systems or those of our suppliers, cybersecurity incidents including but not limited to ransomware attacks, misuse of artificial intelligence and machine learning technologies, a supplier's financial distress, natural disasters, looting, vandalism or acts of war or terrorism, trade [removed: sanctions] [added: sanctions, tariffs] or other external factors over which we have no control, could interrupt product supply and, if not effectively managed and remedied, have a material adverse impact on our business operations, financial condition and results of operations.

Accordingly, significant changes in currency exchange rates, particularly the euro, Chinese renminbi (yuan), Swedish krona, pound sterling, Indian rupee, Singapore dollar, [removed: Danish krone,] [added: Swiss franc,] and Canadian dollar, could cause fluctuations in the reported results of our businesses' operations that could negatively affect our results of operations.

data.

Emerging and evolving technologies such as artificial intelligence, our use of which we expect to increase over time, are rapidly developing, and our businesses may be adversely affected if we cannot successfully integrate these technologies into our business processes and product and service offerings in a timely and cost-effective manner.

changes relating to climate change related policies, they could lose customers to competitors.

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

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: 2024, 2023 and 2022.][added: 2025.]

For the year ended December 31, [removed: 2024,] [added: 2025,] consolidated revenue was [removed: $7.7] [added: $8.1] billion, an increase of [removed: $61.4] [added: $346.7] million or [removed: 0.8%,] [added: 4.5%,] as compared to the prior year.

The increase is driven by acquisition-related growth of [removed: 3.0%, partially offset by a disposition-related decline] [added: 2.6%, organic revenue growth] of [removed: 2.0%] [added: 1.6%] and [removed: an unfavorable] [added: a favorable] impact from foreign currency translation of [removed: 0.2%.][added: 1.0%, partially offset by a disposition-related decline of 0.7%.]

[removed: Organic] [added: The 1.6% organic] revenue [removed: remained flat due to] [added: growth was driven by] increases of [removed: 8.2%, 2.6%, 2.4%,] [added: 6.7%, 4.6%,] and [removed: 1.4%] [added: 1.9%] in our [removed: Engineered Products,] [added: Pumps & Process Solutions,] Clean Energy & Fueling, [removed: Imaging & Identification,] and [removed: Pumps] [added: Imaging] & [removed: Process Solutions] [added: Identification] segments, respectively, [added: partially] offset by the [added: Engineered Products and] Climate & Sustainability Technologies [removed: segment] [added: segments] which declined [removed: 11.2%.][added: 6.6% and 2.1%, respectively.]

From a geographic perspective, organic revenue for the U.S., our largest market, grew [removed: 3.8%] [added: 3.3%] as compared to the prior year, driven by broad-based growth primarily in our [removed: Engineered Products and] Clean Energy & Fueling [added: and Pumps & Process Solutions] segments.

[removed: Revenue] [added: Organic revenue] in Asia [removed: and Europe declined 7.1% and 3.1%, respectively,] [added: grew 3.4%,] while [added: organic] revenue in [added: Europe and] Other Americas [removed: grew 5.6%.][added: declined 0.9% and 4.3%, respectively.]

All other geographic markets [removed: declined 17.4%] [added: grew 0.7%] organically year over year.

Bookings increased [removed: 7.3%] [added: 6.0%] over the prior year to [removed: $7.7] [added: $8.1] billion for the year ended December 31, [removed: 2024.][added: 2025.]

Restructuring and other costs of [removed: $85.0] [added: $78.0] million included restructuring charges of [removed: $69.8] [added: $56.7] million and other costs of [removed: $15.2] [added: $21.2] million.

Restructuring and other costs were primarily related to [removed: headcount reductions and product line and other] exit costs [removed: in the Clean Energy & Fueling] and [added: headcount reductions across all segments, most notably within the] Climate & Sustainability Technologies [added: and Clean Energy & Fueling] segments.

Other [removed: costs (benefits)] [added: costs, net of $15.2 million] were primarily due to non-cash asset impairment charges and reorganization costs in the Climate & Sustainability Technologies and Imaging & Identification segments, respectively.

During the year ended December 31, [removed: 2024,] [added: 2025,] the Company completed [removed: eight] [added: four] business acquisitions [removed: for approximately $674.0] [added: totaling $665.3] million, net of cash acquired and inclusive of [added: contingent consideration and] measurement period [removed: adjustments and contingent consideration.][added: adjustments.]

[removed: On March 31,] [added: In] 2024, [removed: the Company completed] [added: we also received net proceeds of $675.9 million from] the sale of [removed: the De-Sta-Co business,] [added: De-Sta-Co,] an operating company within the Engineered Products [removed: segment, for total consideration, net of cash transferred of $675.9 million.][added: segment.]

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

During the year ended December 31, 2024, the Company received a total of 2,869,282 shares upon completion of [removed: a $500 million accelerated repurchase program (the "ASR Program").][added: the 2024 ASR Program for $500.0 million.]

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

| *(dollars in thousands, except per share figures)* | | | | | | [removed: 2024 | | | | | | 2023 | | | | | | 2022 | | | | | | 2024 vs. 2023 | | |] [added: 2025] | | | | | | [added: 2024] | | | | | | [removed: 2023] [added: 2025] vs. [removed: 2022 | | |] [added: 2024] | | | | | |

| Cost of goods and services | | | | | | [removed: 4,787,288 | | | | | | 4,816,932 | | | | | | 4,939,221 | | | | | | (0.6) | | % |] [added: 4,874,402] | | | | | | [added: 4,787,288] | | | | | | [removed: (2.5)] [added: 1.8] | | % | | | | [removed: | | |]

| *Gross profit margin* | | | | | | [removed: *38.2* | | *%* | | | | *37.3*] [added: *39.8*] | | *%* | | | | [removed: *37.0*] [added: *38.2*] | | *%* | | | | [removed: *0.90* | | | | | | | | | | | | | | | *0.30* | | |] [added: *1.60*] | | | | | |

| Selling, general and administrative expenses | | | | | | [removed: 1,752,266 | | | | | | 1,648,204 | | | | | | 1,625,312 | | | | | | 6.3 | | % |] [added: 1,844,808] | | | | | | [added: 1,752,266] | | | | | | [removed: 1.4] [added: 5.3] | | % | | | | [removed: | | |]

| *Selling, general and administrative expenses as a percent of revenue* | | | | | | [removed: *22.6* | | *%* | | | | *21.4*] [added: *22.8*] | | *%* | | | | [removed: *20.7*] [added: *22.6*] | | *%* | | | | [removed: *1.20* | | | | | | | | | | | | | | | *0.70* | | |] [added: *0.20*] | | | | | |

| Gain on dispositions | | | | | | [removed: (597,798) | | | | | | — | | | | | | — | | | | | | nm* | | |] [added: (4,644)] | | | | | | [added: (597,798)] | | | | | | nm* | | | | | | [removed: | | |]

| Other income, net | | | | | | [removed: (46,876) | | | | | | (21,468) | | | | | | (22,589) | | | | | | 118.4 | | % |] [added: (32,987)] | | | | | | [added: (46,876)] | | | | | | [removed: (5.0)] [added: (29.6)] | | % | | | | [removed: | | |]

| Earnings before provision for income taxes | | | | | | [removed: 1,757,016] | | | | | | [removed: 1,123,000] | | | [removed: | | | 1,190,203 | | | | | | 56.5 | | % | | | | | | | | | |] [added: 1,374,252] | | | [removed: (5.6)] | | [removed: %] | [added: 1,757,016] | | | | | |

| Provision for income taxes | | | | | | [removed: 357,048] | | | | | | [removed: 179,136] | | | [removed: | | | 200,291 | | | | | | 99.3 | | % | | | | | | | | | |] [added: 276,823] | | | [removed: (10.6)] | | [removed: %] | [added: 357,048] | | | | | |

| *Effective tax rate* | | | | | | [removed: *20.3* | | *%* | | | | *16.0*] [added: *20.1*] | | *%* | | | | [removed: *16.8*] [added: *20.3*] | | *%* | | | | [removed: *4.30* | | | | | | | | | | | | | | | *(0.8)* | | |] [added: *(0.20)*] | | | | | |

| Earnings from continuing operations | | | | | | [removed: 1,399,968] | | | | | | [removed: 943,864] | | | [removed: | | | 989,912 | | | | | | 48.3 | | % | | | | | | | | | |] [added: $] | [added: 1,097,429] | | [removed: (4.7)] | | [removed: %] | [added: $] | [added: 1,399,968] | | | | |

| [removed: Earnings] [added: (Loss) earnings] from discontinued operations, net | | | | | | [removed: 1,297,158 | | | | | | 112,964 | | | | | | 75,464 | | | | | | nm* | | |] [added: (3,473)] | | | | | | [added: 1,297,158] | | | | | | nm* | | | | | | [removed: | | |]

| Earnings per common share from continuing operations - diluted | | | | | | $ | [removed: 10.09 | | | | | $ | 6.71] [added: 7.97] | | | | | $ | [removed: 6.89 | | | | | 50.4 | | % | | | | | | | |] [added: 10.09] | | | | | [removed: (2.6)] [added: (21.0)] | | % | | | | [removed: | | |]

Revenue for the year ended December 31, [removed: 2024] [added: 2025] increased [removed: $61.4] [added: $346.7] million, or [removed: 0.8%] [added: 4.5%,] to [removed: $7.7] [added: $8.1] billion compared with [removed: 2023.][added: 2024.]

The increase in revenue was [added: also] driven by acquisition-related growth of [removed: 3.0%] [added: 2.6%] primarily in our [added: Pumps & Process Solutions and] Clean Energy & Fueling [added: segments] and [removed: Pumps & Process Solutions segments,] [added: a favorable impact from foreign currency translation of 1.0%,] partially offset by a disposition-related decline of [removed: 2.0%] [added: 0.7%] in our Engineered Products [removed: segment and an unfavorable impact from foreign currency translation of 0.2%.][added: segment.]

Customer pricing favorably impacted revenue in [removed: 2024] [added: 2025] by approximately [removed: 1.6%] [added: 1.9%] and by [removed: 3.8%] [added: 1.6%] in the prior year.

Customer pricing favorably impacted revenue in [removed: 2023] [added: 2025] by approximately [removed: 3.8% and by 6.7% in the prior year.][added: 2.8%.]

Gross profit for the year ended December 31, [removed: 2024,] [added: 2025,] increased [removed: $91.1] [added: $259.5] million, or [removed: 3.2%,] [added: 8.8%,] to [removed: $3.0] [added: $3.2] billion compared with [removed: 2023,] [added: 2024,] primarily driven by [removed: positive] [added: favorable price versus cost dynamics, volume growth,] product mix, [removed: pricing] and productivity actions.

Gross profit margin increased [removed: 90] [added: 160] basis points to [removed: 38.2%] [added: 39.8%] as compared to the prior year driven by [removed: benefits from mix, pricing,] [added: favorable] price versus cost [removed: dynamics and] [added: dynamics,] productivity initiatives, [removed: partially offset by inflationary headwinds, acquisition integration costs] [added: favorable portfolio mix] and [removed: lower volumes across some of the Company's businesses.][added: benefits from restructuring actions.]

Selling, general and administrative expenses for the year ended December 31, [removed: 2024] [added: 2025] increased [removed: $104.1] [added: $92.5] million, or [removed: 6.3%] [added: 5.3%] to $1.8 billion compared with [removed: 2023,] [added: 2024,] primarily [removed: driven by] [added: due to] increased employee compensation and benefits and acquisition-related amortization.

As a percentage of revenue, selling, general and administrative expenses increased [removed: 120] [added: 20] basis points to [removed: 22.6%, reflecting an increase in expense which exceeded the increase in the revenue base.][added: 22.8%.]

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to [removed: $149.6 million, $139.1] [added: $165.3] million and [removed: $151.4] [added: $149.6] million for the years ended December 31, [removed: 2024, 2023] [added: 2025,] and [removed: 2022,] [added: 2024,] respectively.

These costs as a percent of revenue were [removed: 1.9%, 1.8%] [added: 2.0%] and 1.9% for the years December 31, [removed: 2024, 2023] [added: 2025] and [removed: 2022,] [added: 2024,] respectively.

For the year ended December 31, [removed: 2024,] [added: 2025,] interest expense, net of interest income, decreased [removed: $23.8] [added: $57.3] million, or [removed: 20.2%,] [added: 60.9%,] to [removed: $94.0] [added: $36.7] million compared with [removed: 2023] [added: 2024] primarily [removed: due to] [added: driven by higher] interest income generated by the [added: investment of] proceeds from the sale of [removed: ESG] [added: Environmental Solutions Group ("ESG")] held in highly liquid short-term [removed: investments.][added: investments and reduced interest expense resulting from a lack of commercial paper borrowings.]

For more information regarding our consolidated results, segment results, and liquidity and capital resources for the year ended December 31, 2024 as compared to the year ended December 31, 2023 refer to Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2024 Annual Report on Form 10-K.

The results were primarily driven by robust trends in our secular-growth-exposed end markets, strategic pricing initiatives and acquisitions within the Clean Energy & Fueling and Pumps & Process Solutions segments.

The bookings increase was broad-based across the portfolio, with each segment except Engineered Products posting year-over-year growth.

Other costs (benefits) include $4.0 million in costs associated with a product line exit and $6.3 million in costs associated with a footprint reduction, both in our Climate & Sustainability Technologies segment.

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

On November 10, 2025, the Company entered into the 2025 ASR Agreement, a $500.0 million accelerated share repurchase agreement with JP Morgan to repurchase its shares under the 2025 ASR Program.

The Company funded the 2025 ASR Program with cash on hand.

Under the terms of the 2025 ASR Agreement, the Company paid JP Morgan $500.0 million on November 12, 2025, and on that date received initial delivery of 2,334,010 shares, representing a substantial majority of the shares expected to be retired over the course of the 2025 ASR Program.

See Note 21 — Stockholders' Equity in the consolidated financial statements in Item 8 of this Form 10-K for further details.

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

| Revenue | | | | | | $ | 8,092,571 | | | | | $ | 7,745,909 | | | | | 4.5 | | % | | | |

| Gross profit | | | | | | 3,218,169 | | | | | | 2,958,621 | | | | | | 8.8 | | % | | | |

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

| Operating earnings | | | | | | 1,373,361 | | | | | | 1,206,355 | | | | | | 13.8 | | % | | | |

| Interest expense | | | | | | 109,772 | | | | | | 131,171 | | | | | | (16.3) | | % | | | |

| Interest income | | | | | | (73,032) | | | | | | (37,158) | | | | | | 96.5 | | % | | | |

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

| Net earnings | | | | | | $ | 1,093,956 | | | | | $ | 2,697,126 | | | | | (59.4) | | % | | | |

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

Organic revenue growth of 1.6% is primarily driven by robust trends in our secular-growth-exposed end markets and above and below-ground retail fueling and pricing actions, partially offset by lower volumes in our vehicle service business and project timing in retail refrigeration equipment and services.

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

Gain on dispositions for the years ended December 31, 2025 and 2024 were $4.6 million and $597.8 million, respectively.

Our effective tax rate differs from the U.S. statutory tax rate primarily driven by mix of earnings and reorganizations.

On July 4, 2025, the One Big Beautiful Bill was enacted into law, introducing changes to the U.S. tax code, including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as 100% bonus depreciation and the immediate expensing of domestic research and development costs.

The changes do not have a material impact to our consolidated financial statements.

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

Earnings from continuing operations decreased primarily due to the after-tax gain on dispositions of De-Sta-Co and a minority owned equity method investment totaling $462.4 million in the prior year, partially offset by higher operating earnings in the current period.

Loss from discontinued operations, net for the year ended December 31, 2025 was $3.5 million.

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

| Revenue | | | | | | $ | 1,085,844 | | | | | $ | 1,202,457 | | | | | (9.7) | | % |

| Segment earnings | | | | | | $ | 217,266 | | | | | $ | 231,237 | | | | | (6.0) | | % |

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

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

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

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

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

| Bookings | | | | | | $ | 1,095,624 | | | | | $ | 1,171,777 | | | | | (6.5) | | % |

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

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

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

This included organic bookings growth of 6.5% and acquisition-related growth of 3.2%, partially offset by a disposition-related decline of 2.1% and an unfavorable impact from foreign currency translation of 0.3%.

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.

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.

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

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

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

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

| Interest expense | | | | | | 131,171 | | | | | | 131,304 | | | | | | 116,456 | | | | | | (0.1) | | % | | | | | | | | | | | | | 12.7 | | % | | | | | | |

| Interest income | | | | | | (37,158) | | | | | | (13,496) | | | | | | (4,429) | | | | | | 175.3 | | % | | | | | | | | | | | | | 204.7 | | % | | | | | | |

| Net earnings | | | | | | $ | 2,697,126 | | | | | $ | 1,056,828 | | | | | $ | 1,065,376 | | | | | 155.2 | | % | | | | | | | | | | | | | (0.8) | | % | | | | | | |

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.

Revenue for the year ended December 31, 2023 decreased $159.7 million, or 2.0% to $7.7 billion compared with 2022.

Organic revenue decline of 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 1.0% primarily driven by our Pumps & Process Solutions segment, offset by an unfavorable impact from foreign currency translation of 0.2%.

Gross profit for the year ended December 31, 2023, decreased $37.4 million, or 1.3%, to $2.9 billion compared with 2022, primarily 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 actions.

Gross profit margin increased 30 basis points to 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 $22.9 million, or 1.4% to $1.6 billion compared with 2022, primarily driven by increased restructuring, employee compensation and benefits and acquisition-related transaction and integration costs, partially offset by lower contract labor costs.

As a percentage of revenue, selling, general and administrative expenses increased 70 basis points to 21.4%, reflecting a decrease in the revenue base.

For the year ended December 31, 2023, interest expense, net of interest income, increased $5.8 million, or 5.2%, to $117.8 million compared with 2022 primarily driven by increased higher average interest rates since the prior year, partially offset by decreased commercial paper borrowings.

There were no significant dispositions in the years ended 2023 and 2022.

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

The 2024 tax rate was primarily driven by gains on dispositions.

The 2023 rate was primarily driven by the release of a valuation allowance against non-U.S. tax loss carryforwards mainly related to an internal reorganization, partially offset by accrual of withholding taxes on current and future repatriation of certain foreign 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.

Earnings from continuing operations increased primarily from gain on dispositions, pricing actions and benefits from productivity initiatives, partially offset by lower volumes across some of the Company's businesses, and increased selling, general and administrative expenses.

For the year ended December 31, 2023, earnings from continuing operations decreased $46.0 million, or 4.7% to $943.9 million or $6.71 per diluted share compared with earnings from continuing operations of $989.9 million or $6.89 per diluted share, for the year ended December 31, 2022.

Earnings from continuing operations decreased primarily due to lower volumes across some of the Company's businesses and increased selling, general and administrative expenses, partially offset by customer pricing actions and benefits from productivity initiatives.

For the years ended December 31, 2024, 2023, and 2022, the historical results of ESG were presented as discontinued operations as the sale represented a strategic shift that will have a major impact on our operations and financials results.

This metric is an important measure of performance and an indicator of revenue order trends.

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| Revenue | | | | | | $ | 1,202,457 | | | | | $ | 1,250,925 | | | | | $ | 1,379,512 | | | | | (3.9) | | % | | | | (9.3) | | % |

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

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

- Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, [removed: transport] [added: transport, dispensing,] and [removed: dispensing] [added: remote monitoring] of traditional and clean fuels (including liquefied natural gas, hydrogen, and electric vehicle charging), cryogenic gases, and other hazardous substances along the supply chain, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments.

- Our Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, [removed: and] polymer processing equipment, [added: measurement, inspection, and control technologies,] serving single-use biopharmaceutical production, diversified industrial manufacturing applications, chemical production, plastics and polymer processing, midstream and downstream oil and gas, clean energy markets, thermal management, [added: wire and cable,] food and beverage, semiconductor production and medical applications and other end-markets.

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 [removed: operations for all periods presented.][added: operations.]

Dover prioritizes deploying free cash flow toward high-return and high-confidence organic reinvestments aimed at growing, improving and strengthening our businesses, as well as through inorganic investments that synergistically [removed: enhance] [added: improve] the quality of our [removed: portfolio.][added: portfolio, which is enhanced by opportunistic divestitures allowing for concentration on growing our core platforms.]

Dover's value creation strategy is supported by a financial policy that includes a prudent approach to financial leverage, and a disciplined approach to capital allocation that allows for a balance between reinvestment and return of [removed: capital to shareholders through growing dividends and opportunistic share repurchases.][added: capital.]

Recurring demand, which includes parts, consumables, services and software, represents approximately [removed: 36%] [added: 40%] of our [added: total] revenue.

We capitalize on our engineering, intellectual property, technology and design expertise, and maintain an intense focus on meeting the needs of our customers and on adding significant, and often new, value to their operations through [added: superior product performance, safety, reliability, and a commitment to aftermarket support.]

[removed: We cultivate and maintain an] entrepreneurial culture to enable business agility, and continuously innovate to address our customers' needs, to help them win in the markets they serve.

The segment's offerings address the increased demand for liquid cooling requirements for certain electronics (including in data center infrastructure), and investment in midstream [removed: energy and] [added: energy,] power generation [added: and grid] infrastructure (including growing sophistication of fluid transfer and rotating machinery components, [added: measurement, inspection,] instrumentation, and digital controls).

- Our Climate & Sustainability Technologies segment is responding to our customers' demand for increased energy efficiency and sustainability in food retail merchandising solutions, including [removed: refrigeration systems using] [added: the growing adoption rates for centralized] CO2 [removed: refrigerant,] [added: refrigeration systems,] as well as increasing demand for sustainable heating and cooling solutions, including [added: in residential and commercial] heat [removed: pumps,] [added: pumps] and [added: liquid cooling infrastructure for data centers, and in] sustainability-driven growing global demand for aluminum beverage cans.

[removed: The Digital Labs] [added: We have an experienced] team [added: of software developers, data scientists, and product managers to enhance our digital capabilities that] is driving [removed: digital transformation] [added: value creation] across our [removed: businesses] [added: business through digital transformation] in [removed: four] [added: five] areas: (i) enhancing the customer experience through more efficient and streamlined digital customer interfaces that make it easy to do business with Dover companies; (ii) developing and improving acquired and organically built connected and software-as-a-service ("SaaS") [removed: products,] [added: products] that combine sensors, software, machine learning and artificial intelligence; (iii) driving increased efficiency, safety and quality in our manufacturing operations by employing cutting-edge automation through "connected factory" and "data quality" programs; [removed: and] (iv) [added: identifying and addressing scale opportunities to deploy artificial intelligence to drive productivity across our business processes; and (v)] ensuring security of digital products.

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

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

We [removed: also focus on] [added: have been steadily investing in the build-out of our center-led] margin expansion [removed: initiatives] [added: initiatives, which are] designed to [removed: reduce] [added: scale] our selling, general and administrative cost base and optimize our manufacturing and supply chain operations across the portfolio.

Our [added: center-led] margin expansion initiatives are focused on four core enterprise capabilities: (1) leverage our Digital Labs team to enhance our internal and market-facing digital capabilities, (2) improve utilization and optimization of our manufacturing footprint through centralized resources and investment, (3) further centralize shared services under Dover Business Services, and (4) invest in our India Innovation Center shared services.

Our Dover Digital Labs consists of a team of [removed: approximately 150] software developers, [removed: data scientists, manufacturing] [added: AI] engineers and [added: scientists, automation engineers,] product [added: security engineers, and product] managers who provide digital capabilities to enhance the customer experience, develop connected industrial products and artificial [removed: intelligence based models that are embedded in SaaS offerings provided to customers by our operating companies, drive automation and efficiency inside our factories through digital technologies and in our business processes and focus on the security of our digital products.][added: intelligence-based models.]

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

[removed: We continue to invest in] Dover Business Services [removed: shared service centers, consisting of] [added: has] a team of approximately [removed: 700] [added: 650] professionals, [removed: to provide] [added: providing] important transactional and value-added [added: shared] services to our businesses.

We expect to continue driving efficiencies [removed: through] [added: at] Dover Business Services [removed: as we increase the level of service centralization across the portfolio.][added: through process standardization and automation.]

Our India Innovation Center has a team of approximately [removed: 800] [added: 750] engineers and IT professionals that our businesses rely on to leverage for product engineering, digital solutions development, data and information management, research and development and intellectual property services.

Finally, we have consistently returned cash to shareholders by paying dividends, which have increased annually over each of the last [removed: 69] [added: 70] years.

Over the past three years [removed: (2022] [added: (2023] through [removed: 2024),] [added: 2025),] we have spent approximately [removed: $1.5] [added: $1.9] billion, net of cash acquired and including contingent consideration, to purchase [removed: thirteen] [added: fourteen] businesses.

While we expect to generate [removed: annual] organic [removed: revenue] [added: sales] growth above that of gross domestic product (4% to 6% annually on average) over a long-term business [removed: cycle] [added: cycle,] absent [removed: extraordinary] [added: prolonged] adverse economic conditions, our success in consistently growing the portfolio is also dependent on the ability to acquire and integrate businesses within our existing structure.

[added: We pragmatically consider such opportunities as part of our ongoing portfolio management and review processes, and execute divestitures if the value created by the divestiture is] determined to be at an appropriate premium to the value of such business to Dover and the divestitures allow Dover shareholders to participate in the future value-creation potential from a change in ownership, including through the redeployment of divestiture proceeds into attractive add-on businesses in higher priority end-markets or through opportunistic return of capital to shareholders.

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 [removed: billion, subject to standard working capital adjustments.][added: billion.]

Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services that have broad customer applications across a number of markets, including: aftermarket vehicle service, aerospace and defense, industrial winch and hoist, [added: precision soldering,] and fluid dispensing.

Our Clean Energy & Fueling segment provides components, [removed: equipment and software, and service] [added: equipment, software] solutions [added: and services] enabling safe storage, transport, [removed: handling] [added: dispensing,] and [removed: dispensing] [added: remote monitoring] of clean and traditional fuels, cryogenic gases and other hazardous [removed: fluids,] [added: substances,] as well as safe and efficient operation of [added: convenience retail,] retail fueling and vehicle wash establishments across the globe.

Businesses within this segment leverage digital printing capabilities and operate business models that involve initial equipment and software sales followed by [removed: significant] consumable, [removed: software] [added: software,] and service aftermarket revenue streams.

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

The segment's products are used in a wide variety of markets, including biopharma, thermal management (including liquid cooling of server racks and chips in data centers), plastics and polymers processing, [added: wire and cable manufacturing,] chemicals production, food/sanitary, medical, transportation, petroleum refining, natural gas compression, power generation and general industrial applications.

These technology investments align with our [removed: customer's] [added: customers'] needs and our commitment to delivering to our customers opportunities for operational cost reductions, increased sales, and an enhanced customer experience for their customers through a combination of intelligent fueling and retail solutions.

Similarly, our businesses invest in research and development to pursue digital strategies based on customer needs and leverage the capabilities of [removed: the] Dover Digital Labs to deliver on those digital strategies.

We had approximately 24,000 employees worldwide as of December 31, [removed: 2024.][added: 2025.]

Through [added: the combined efforts of] our [removed: efforts,] [added: operating companies,] we have reduced our total recordable injury rate [removed: substantially] [added: by more than 40%] since 2019.

While our intellectual property and customer relationships are important to our success, the loss or expiration of any [added: one] of these rights or relationships is not likely to materially affect our results on a consolidated basis.

We serve thousands of customers, none of which accounted for more than 10% of our consolidated revenue in [removed: 2024.][added: 2025.]

Businesses supplying the [removed: defense and] [added: defense,] commercial refrigeration [added: and can-making] industries tend to deal with a few large customers that are significant within those industries.

| Clean Energy & Fueling | | | | | | Vontier (Gilbarco Veeder-Root, DRB), Tatsuno, [removed: Verifone,] Franklin Electric, [added: Verifone,] Elaflex, [added: PDI Technologies, Inc.,] Ingersoll Rand (Emco Wheaton), [removed: Crane Company (Cryoflo),] Dixon Valve & Coupling Company, [removed: PDI Technologies, Inc., Salco,] [added: Crane Company (Cryoflo),] Sonny's Enterprises LLC, National Carwash Solutions, Washtec AG | | |

| Imaging & Identification | | | | | | Veralto Corporation (Videojet), Brother Industries, Ltd. (Domino Printing), Electronics for Imaging (Reggiani), [removed: SPG Prints, Konica Minolta,] Kornit Digital Ltd. | | |

Third, we aim to enhance shareholder returns through the productive re-deployment of free cash flow.

Finally, we are committed to returning excess capital to shareholders through growing dividends and opportunistic share repurchases.

We cultivate and maintain an

We continually evaluate and pursue opportunities to improve efficiency, margin and return on capital, which we accomplish through continuous, effective management and productivity initiatives, automation and productivity capital expenditures, restructuring, product complexity reduction, improvement in our footprint utilization, strategic pricing, and ongoing portfolio management.

The build-out of these functions is largely complete, delivering cost and process efficiencies to the Company and enabling scale benefits with future growth.

These functions remain continuously focused on extracting productivity gains across the businesses and driving value creation.

These capabilities are either embedded in monitoring-as-a-service or other service offerings provided to customers by our operating companies.

Automation engineers drive automation and efficiency inside our factories through digital technologies and in our business processes.

Product security engineers focus on improving the security posture of our operating companies' commercial offerings.

For example, Systech, part of the Imaging & Identification segment, and a market leader in serialization, traceability, and brand-protection solutions, launched the artAI solution in collaboration with Dover Digital which provided AI expertise.

artAI is a cloud-based, AI-powered authentication tool that detects counterfeiting and supply-chain diversion.

Using machine vision and machine learning, artAI creates a digital blueprint of packaging artwork for precise product identification, and its forensic analytics assist manufacturers in identifying trends and strengthen product security and brand-protection programs.

Another example is with Dover Food Retail, an operating company within our Climate & Sustainability Technologies segment, a market leader in CO₂ refrigeration solutions.

During the year, Dover Food Retail introduced a cloud-based software to digitize the full life cycle of CO2 refrigeration solutions from deployment to diagnostics, warranty management and maintenance, supported by production data, to shorten startup cycles, reduce errors such as incorrect high pressure control set points, and improve consistency during deployment.

Third, we aim to generate growth in free cash flow and earnings per share through strong earnings performance, productivity improvements and active working capital management, which is enhanced by opportunistic divestitures allowing for concentration on growing our core platforms.

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

We have continued to invest in this facility and our team of software developers, data scientists, and product managers to enhance our digital capabilities.

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

We continually evaluate and pursue opportunities to improve efficiency, margin and return on capital.

We are intensely focused on driving operational excellence across our businesses.

We have implemented numerous productivity initiatives to maximize our efficiency, such as supply chain integration, shared services, lean manufacturing principles and production automation, footprint optimization, and product complexity reduction, as well as workplace safety initiatives to help ensure the health and welfare of our employees.

We continually expand initiatives to extract productivity gains across the businesses and realize savings.

We have been steadily investing in the build out and deployment of the above four enterprise capabilities in the past several years, including organically investing and expanding the staff of experts and support personnel in key centers of excellence globally.

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

During 2022 and 2023, there were no material dispositions.

Markets for multiple raw materials saw significant volatility and supply chain disruptions throughout 2021 into 2023.

Although most commodity and logistics costs have returned to historical norms, volatility is still a risk due to economic uncertainties and supply side dynamics.

These situations could still negatively impact profitability of some businesses as we were required to seek alternative sources of supply at higher costs or interrupt our normal manufacturing process flow leading to less efficient output and cost.

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.

We utilize a global EHS information management system designed to measure and track key metrics and actions pertinent to our health and safety programs.

This software supports our strategy to proactively reduce hazards thereby further enhancing shop floor safety.

For fiscal year ended December 31, [removed: 2024][added: 2025]

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act [added: (15 U.S.C. 7262(b))] by the registered public accounting firm that prepared or issued its audit report.

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: 2024] [added: 2025] was [removed: $24,714,803,907.][added: $25,034,983,332.]

The registrant's closing price as reported on the New York Stock Exchange-Composite Transactions for June [removed: 28, 2024] [added: 30, 2025] (the last trading day in June) was [removed: $180.45] [added: $183.23] per share.

The number of outstanding shares of the registrant's common stock as of February [removed: 3, 2025] [added: 2, 2026] was [removed: 137,225,409.][added: 134,866,626.]

Documents Incorporated by Reference: Part III — Certain Portions of the Proxy Statement for Annual Meeting of Shareholders to be held on May [removed: 2, 2025] [added: 8, 2026] (the [removed: "2025] [added: "2026] 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 [added: or other future pandemics] on the global economy and on our customers, suppliers, employees, business and cash flows; changes in customer demand and capital spending; competitive factors and pricing pressures; our ability to develop and launch new products in a cost-effective manner; changes in law, including the effect of tax laws and developments with respect to trade policy and tariffs; our ability to identify and complete acquisitions and integrate and realize synergies from newly acquired businesses; [added: acquisition valuation levels;] the impact of interest rate and currency exchange rate fluctuations; capital allocation plans and changes in those plans, including with respect to dividends, share repurchases, investments in research and development, capital expenditures and acquisitions; our ability to effectively deploy capital resulting from dispositions; our ability to derive expected benefits from restructurings, productivity initiatives and other cost reduction actions; the impact of legal compliance risks and litigation, including with respect to product quality and safety, cybersecurity and privacy; and our ability to capture and protect intellectual property rights, and various other factors that are described in our periodic reports filed with or furnished to the Securities and Exchange Commission.

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| [Item [removed: 9B.](#i5e22596fc410472ba847835082dbcad7_256)] [added: 9B.](#i0ab2542671ca475a912361dea1573050_265)] | | | [Other [removed: Information](#i5e22596fc410472ba847835082dbcad7_256)] [added: Information](#i0ab2542671ca475a912361dea1573050_265)] | | | [removed: [105](#i5e22596fc410472ba847835082dbcad7_256)] [added: [103](#i0ab2542671ca475a912361dea1573050_265)] | | |

| [Item [removed: 9C.](#i5e22596fc410472ba847835082dbcad7_259)] [added: 9C.](#i0ab2542671ca475a912361dea1573050_268)] | | | [Disclosure Regarding Foreign Jurisdictions that Prevent [removed: Inspections](#i5e22596fc410472ba847835082dbcad7_259)] [added: Inspections](#i0ab2542671ca475a912361dea1573050_268)] | | | [removed: [105](#i5e22596fc410472ba847835082dbcad7_259)] [added: [103](#i0ab2542671ca475a912361dea1573050_268)] | | |

| [Item [removed: 10.](#i5e22596fc410472ba847835082dbcad7_265)] [added: 10.](#i0ab2542671ca475a912361dea1573050_274)] | | | [removed: [Directors and Executive Officers and] [added: [Directors](#i0ab2542671ca475a912361dea1573050_274)[,](#i0ab2542671ca475a912361dea1573050_274) [](#i0ab2542671ca475a912361dea1573050_274)[Executive Officers](#i0ab2542671ca475a912361dea1573050_274) [](#i0ab2542671ca475a912361dea1573050_274)[and] Corporate [removed: Governance](#i5e22596fc410472ba847835082dbcad7_265)] [added: Governance](#i0ab2542671ca475a912361dea1573050_274)] | | | [removed: [106](#i5e22596fc410472ba847835082dbcad7_265)] [added: [104](#i0ab2542671ca475a912361dea1573050_274)] | | |

| [Item [removed: 11.](#i5e22596fc410472ba847835082dbcad7_268)] [added: 11.](#i0ab2542671ca475a912361dea1573050_277)] | | | [Executive [removed: Compensation](#i5e22596fc410472ba847835082dbcad7_268)] [added: Compensation](#i0ab2542671ca475a912361dea1573050_277)] | | | [removed: [107](#i5e22596fc410472ba847835082dbcad7_268)] [added: [104](#i0ab2542671ca475a912361dea1573050_277)] | | |

| [Item [removed: 12.](#i5e22596fc410472ba847835082dbcad7_271)] [added: 12.](#i0ab2542671ca475a912361dea1573050_280)] | | | [Security Ownership of certain Beneficial Owners and Management and Related Shareholder [removed: Matters](#i5e22596fc410472ba847835082dbcad7_271)] [added: Matters](#i0ab2542671ca475a912361dea1573050_280)] | | | [removed: [107](#i5e22596fc410472ba847835082dbcad7_271)] [added: [105](#i0ab2542671ca475a912361dea1573050_280)] | | |

| [Item [removed: 13.](#i5e22596fc410472ba847835082dbcad7_274)] [added: 13.](#i0ab2542671ca475a912361dea1573050_283)] | | | [Certain Relationships and Related Transactions and Director [removed: Independence](#i5e22596fc410472ba847835082dbcad7_274)] [added: Independence](#i0ab2542671ca475a912361dea1573050_283)] | | | [removed: [108](#i5e22596fc410472ba847835082dbcad7_274)] [added: [106](#i0ab2542671ca475a912361dea1573050_283)] | | |

| [Item [removed: 14](#i5e22596fc410472ba847835082dbcad7_277).] [added: 14](#i0ab2542671ca475a912361dea1573050_286).] | | | [Principal Accountant Fees and [removed: Services](#i5e22596fc410472ba847835082dbcad7_277)] [added: Services](#i0ab2542671ca475a912361dea1573050_286)] | | | [removed: [108](#i5e22596fc410472ba847835082dbcad7_277)] [added: [106](#i0ab2542671ca475a912361dea1573050_286)] | | |

| [Item [removed: 15.](#i5e22596fc410472ba847835082dbcad7_283)] [added: 15.](#i0ab2542671ca475a912361dea1573050_292)] | | | [Exhibits and Financial Statement [removed: Schedules](#i5e22596fc410472ba847835082dbcad7_283)] [added: Schedules](#i0ab2542671ca475a912361dea1573050_292)] | | | [removed: [109](#i5e22596fc410472ba847835082dbcad7_283)] [added: [107](#i0ab2542671ca475a912361dea1573050_292)] | | |

| [Item [removed: 16.](#i5e22596fc410472ba847835082dbcad7_286)] [added: 16.](#i0ab2542671ca475a912361dea1573050_295)] | | | [Form 10-K [removed: Summary](#i5e22596fc410472ba847835082dbcad7_286)] [added: Summary](#i0ab2542671ca475a912361dea1573050_295)] | | | [removed: [113](#i5e22596fc410472ba847835082dbcad7_286)] [added: [110](#i0ab2542671ca475a912361dea1573050_295)] | | |

| 3.500% Notes due 2033 | | | DOV 33 | | | New York Stock Exchange | | |

| [PART I](#i0ab2542671ca475a912361dea1573050_13) | | | | | | | | |

| [PART II](#i0ab2542671ca475a912361dea1573050_40) | | | | | | | | |

| [PART III](#i0ab2542671ca475a912361dea1573050_271) | | | | | | | | |

| [PART IV](#i0ab2542671ca475a912361dea1573050_289) | | | | | | | | |

| [SIGNATURES](#i0ab2542671ca475a912361dea1573050_298) | | | | | | [111](#i0ab2542671ca475a912361dea1573050_298) | | |

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

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

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

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

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

For additional information on the risks we face from cyber security threats, please see the risk factor titled, "Our operations, businesses, [removed: products,] [added: products] and business strategy are subject to cybersecurity [removed: risks,"in] [added: risks" in] Item 1A.

The number, type, location and size of the properties used by our operations as of December 31, [removed: 2024] [added: 2025] are shown in the following charts, by segment:

| Engineered Products | | | 21 | | | | | | 5 | | | | | | 6 | | | | | | 32 | | | | | | 2,046 | | | | | | [removed: 601] [added: 597] | | |

| Clean Energy & Fueling | | | [removed: 47] [added: 38] | | | | | | [removed: 16] [added: 19] | | | | | | [removed: 34] [added: 8] | | | | | | [removed: 97] [added: 2] | | | | | | [removed: 1,719] [added: 67] | | | | | | [removed: 2,334] [added: 1] | | | [added: | | | 9 | | |]

| Imaging & Identification | | | [removed: 12] [added: 9] | | | | | | 3 | | | | | | [removed: 46] [added: 48] | | | | | | [removed: 61] [added: 60] | | | | | | 625 | | | | | | [removed: 576] [added: 768] | | |

| Pumps & Process Solutions | | | 36 | | | | | | [removed: 15] [added: 25] | | | | | | [removed: 24] [added: 18] | | | | | | [removed: 75] [added: 2] | | | | | | [removed: 2,693] [added: 81] | | | | | | [removed: 1,289] [added: 1] | | | [added: | | | 13 | | |]

| Climate & Sustainability Technologies | | | [removed: 26] [added: 25] | | | | | | [removed: 10] [added: 11] | | | | | | [removed: 15] [added: 16] | | | | | | [removed: 51] [added: 52] | | | | | | 1,646 | | | | | | [removed: 2,576] [added: 2,955] | | |

| Engineered Products | | | 14 | | | | | | 10 | | | | | | 2 | | | | | | 1 | | | | | | 27 | | | | | | 1 | | | | | | [removed: 7] [added: 6] | | |

| Clean Energy & Fueling | | | [removed: 39 | | | | | | 20] [added: 44] | | | | | | [removed: 9] [added: 15] | | | | | | [removed: 2] [added: 32] | | | | | | [removed: 70] [added: 91] | | | | | | [removed: 1] [added: 1,758] | | | | | | [removed: 10] [added: 2,155] | | |

| Imaging & Identification | | | [removed: 9] [added: 8] | | | | | | 26 | | | | | | [removed: 18] [added: 17] | | | | | | 4 | | | | | | [removed: 57] [added: 55] | | | | | | 1 | | | | | | [removed: 9] [added: 8] | | |

| Pumps & Process Solutions | | | [removed: 36 | | | | | | 20] [added: 40] | | | | | | [removed: 11] [added: 25] | | | | | | [removed: 1] [added: 35] | | | | | | [removed: 68] [added: 100] | | | | | | [removed: 1] [added: 2,803] | | | | | | [removed: 10] [added: 1,420] | | |

| Climate & Sustainability Technologies | | | [removed: 16] [added: 17] | | | | | | 11 | | | | | | [removed: 10] [added: 11] | | | | | | 2 | | | | | | [removed: 39] [added: 41] | | | | | | 1 | | | | | | [removed: 9] [added: 10] | | |

Our executive officers as of February [removed: 14, 2025,] [added: 13, 2026,] and their positions with Dover (and, where relevant, prior business experience) for the past five years, are as follows:

| Richard J. Tobin | | | | | | [removed: 61] [added: 62] | | | | | | President and Chief Executive Officer (since May 2018) and Director (since August 2016) of Dover; prior thereto Chief Executive Officer (from 2013 to 2018) of CNH Industrial NV. | | |

| Jeffrey Yehle | | | | | | [removed: 59] [added: 60] | | | | | | Senior Vice President and Chief Human Resources Officer (since July 2024) of Dover; prior thereto Executive Vice President, Chicago Market Leader of Gallagher (from September 2020 to July 2024); prior thereto Regional Vice President of Sharecare (from August 2019 to September 2020). | | |

| Ivonne M. Cabrera | | | | | | [removed: 58] [added: 59] | | | | | | Senior Vice President, General Counsel and Secretary (since January 2013) of Dover. | | |

| Christopher B. Woenker | | | | | | [removed: 42] [added: 43] | | | | | | Senior Vice President and Chief Financial Officer (since January 31, 2025) of Dover; prior thereto Segment Chief Financial Officer (from June 2017 to January 2025) of Dover. | | |

| Girish Juneja | | | | | | [removed: 55] [added: 56] | | | | | | Senior Vice President and Chief Digital Officer (since May 2017) of Dover; prior thereto Senior Vice President/Chief Technology Officer and General Manager of the Marketplace Solutions Business of Altisource (from January 2014 to April 2017). | | |

| James M. Moran | | | | | | [removed: 59] [added: 60] | | | | | | Vice President, Treasurer (since November 2015) of Dover; prior thereto Senior Vice President and Treasurer (from June 2013 to August 2015) of Navistar International Corporation ("NIC"); prior thereto Vice President and Treasurer (from 2008 to June 2013) of NIC; also served as Senior Vice President and Treasurer of Navistar, Inc. (from June 2013 to August 2015). | | |

| Ryan W. Paulson | | | | | | [removed: 51] [added: 52] | | | | | | Vice President and Controller (since July 2019) of Dover; prior thereto Assistant Controller, Global Consolidations and Operations Accounting (from August 2017 to July 2019); prior thereto partner at PricewaterhouseCoopers LLP (from July 2012 to June 2017). | | |

Brad M.

Cerepak, who was formerly Senior Vice President and Chief Financial Officer (since May 2011) of Dover, retired as of January 31, 2025.

The principal market in which Dover common stock is traded is the New York Stock [removed: Exchange.][added: Exchange, under the trading symbol "DOV".]

As of February [removed: 3, 2025,] [added: 2, 2026,] there were [removed: 1,078] [added: 1,022] holders of record of Dover common stock.

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

As of December 31, [removed: 2024, 17,130,718] [added: 2025, 14,596,708] shares remained authorized for repurchase under the August 2023 share repurchase authorization.

[removed: ![2024] [added: ![2025] RDG Performance [removed: Graph.jpg](https://www.sec.gov/Archives/edgar/data/29905/000002990525000006/dov-20241231_g1.jpg)][added: Graph (002).jpg](https://www.sec.gov/Archives/edgar/data/29905/000002990526000009/dov-20251231_g1.jpg)]

This graph assumes $100 invested on December 31, [removed: 2019] [added: 2020] in Dover common stock, the S&P 500 Index and the S&P 500 Industrials Index.

The following table provides information about the Company’s purchases of equity securities that are registered by the Company pursuant to Section 12 of the Securities Exchange Act of 1934 during the fourth quarter of 2025:

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

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

| Period | | | Total Number of Shares Purchased | | | | | | Average Price Paid per Share | | | | | | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | | | | | | Maximum Number (or Approximate Dollar Value) of Shares that May Yet Be Purchased under the Plans or Programs (1) | | |

| October 1 to October 31 | | | — | | | | | | — | | | | | | — | | | | | | 16,930,718 | | |

| November 1 to November 30 | | | 2,334,010 | | | | | | $182.09 | | | | | | 2,334,010 | | | | | | 14,596,708 | | |

| December 1 to December 31 | | | — | | | | | | — | | | | | | — | | | | | | 14,596,708 | | |

| For the Fourth Quarter | | | 2,334,010 | | | | | | $182.09 | | | | | | 2,334,010 | | | | | | 14,596,708 | | |

(2) On November 10, 2025, the Company entered into a $500.0 million accelerated share repurchase agreement (the "2025 ASR Agreement") with JP Morgan Chase Bank, N.A. ("JP Morgan") to repurchase its shares in an accelerated share repurchase program (the "2025 ASR Program").

The Company funded the 2025 ASR Program with cash on hand.

Under the terms of the 2025 ASR Agreement, the Company paid JP Morgan $500.0 million on November 12, 2025, and on that date received initial delivery of 2,334,010 shares, representing a substantial majority of the shares expected to be retired over the course of the 2025 ASR Program.

The total number of shares ultimately repurchased under the 2025 ASR Program will be based on the average of the daily volume-weighted average share price of Dover's common stock during the calculation period of the 2025 ASR Program, less a discount and subject to potential adjustments pursuant to the terms of the 2025 ASR Program.

The 2025 ASR Program is scheduled to be completed in the second quarter of 2026, but is subject to early termination in certain circumstances.

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

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

| [removed: [53](#i5e22596fc410472ba847835082dbcad7_112)] [added: [50](#i0ab2542671ca475a912361dea1573050_118)] | | | [Management's Report on Internal Control Over Financial [removed: Reporting](#i5e22596fc410472ba847835082dbcad7_112)] [added: Reporting](#i0ab2542671ca475a912361dea1573050_118)] | | |

| [removed: [54](#i5e22596fc410472ba847835082dbcad7_115)] [added: [51](#i0ab2542671ca475a912361dea1573050_121)] | | | [Report of Independent Registered Public Accounting Firm (PCAOB [removed: ID](#i5e22596fc410472ba847835082dbcad7_115) 238[)](#i5e22596fc410472ba847835082dbcad7_115)] [added: ID](#i0ab2542671ca475a912361dea1573050_121) 238[)](#i0ab2542671ca475a912361dea1573050_121)] | | |

| [removed: [56](#i5e22596fc410472ba847835082dbcad7_118)] [added: [53](#i0ab2542671ca475a912361dea1573050_124)] | | | [Consolidated Statements of [removed: Earnings](#i5e22596fc410472ba847835082dbcad7_118)] [added: Earnings](#i0ab2542671ca475a912361dea1573050_124)] | | |

| [removed: [57](#i5e22596fc410472ba847835082dbcad7_121)] [added: [54](#i0ab2542671ca475a912361dea1573050_127)] | | | [Consolidated Statements of Comprehensive [removed: Earnings](#i5e22596fc410472ba847835082dbcad7_121)] [added: Earnings](#i0ab2542671ca475a912361dea1573050_127)] | | |

| [removed: [58](#i5e22596fc410472ba847835082dbcad7_124)] [added: [55](#i0ab2542671ca475a912361dea1573050_130)] | | | [Consolidated Balance [removed: Sheets](#i5e22596fc410472ba847835082dbcad7_124)] [added: Sheets](#i0ab2542671ca475a912361dea1573050_130)] | | |

| [removed: [59](#i5e22596fc410472ba847835082dbcad7_127)] [added: [56](#i0ab2542671ca475a912361dea1573050_133)] | | | [Consolidated Statements of Stockholders' [removed: Equity](#i5e22596fc410472ba847835082dbcad7_127)] [added: Equity](#i0ab2542671ca475a912361dea1573050_133)] | | |

| [removed: [60](#i5e22596fc410472ba847835082dbcad7_130)] [added: [57](#i0ab2542671ca475a912361dea1573050_136)] | | | [Consolidated Statements of Cash [removed: Flows](#i5e22596fc410472ba847835082dbcad7_130)] [added: Flows](#i0ab2542671ca475a912361dea1573050_136)] | | |

[removed: | [61](#i5e22596fc410472ba847835082dbcad7_136) | | | [Notes to Consolidated Financial Statements](#i5e22596fc410472ba847835082dbcad7_136) | | |][added: NOTES TO CONSOLIDATED FINANCIAL STATEMENTS]

| [removed: [61](#i5e22596fc410472ba847835082dbcad7_136)] [added: [58](#i0ab2542671ca475a912361dea1573050_142)] | | | [Note 1 - Description of Business and Summary of Significant Accounting [removed: Policies](#i5e22596fc410472ba847835082dbcad7_139)] [added: Policies](#i0ab2542671ca475a912361dea1573050_145)] | | |

| [removed: [73](#i5e22596fc410472ba847835082dbcad7_166)] [added: [70](#i0ab2542671ca475a912361dea1573050_172)] | | | [Note 4 - Discontinued and Disposed [removed: Operations](#i5e22596fc410472ba847835082dbcad7_166)] [added: Operations](#i0ab2542671ca475a912361dea1573050_172)] | | |

| [removed: [75](#i5e22596fc410472ba847835082dbcad7_169)] [added: [71](#i0ab2542671ca475a912361dea1573050_175)] | | | [Note 5 - Inventories, [removed: net](#i5e22596fc410472ba847835082dbcad7_169)] [added: net](#i0ab2542671ca475a912361dea1573050_175)] | | |

| [removed: [75](#i5e22596fc410472ba847835082dbcad7_172)] [added: [71](#i0ab2542671ca475a912361dea1573050_178)] | | | [Note 6 - Property, Plant and Equipment, [removed: net](#i5e22596fc410472ba847835082dbcad7_172)] [added: net](#i0ab2542671ca475a912361dea1573050_178)] | | |

| [removed: [77](#i5e22596fc410472ba847835082dbcad7_178)] [added: [73](#i0ab2542671ca475a912361dea1573050_184)] | | | [Note 8 - Credit [removed: Losses](#i5e22596fc410472ba847835082dbcad7_178)] [added: Losses](#i0ab2542671ca475a912361dea1573050_184)] | | |

| [removed: [78](#i5e22596fc410472ba847835082dbcad7_181)] [added: [74](#i0ab2542671ca475a912361dea1573050_187)] | | | [Note 9 - Goodwill and Other Intangible [removed: Assets](#i5e22596fc410472ba847835082dbcad7_181)] [added: Assets](#i0ab2542671ca475a912361dea1573050_187)] | | |

| [removed: [79](#i5e22596fc410472ba847835082dbcad7_187)] [added: [75](#i0ab2542671ca475a912361dea1573050_193)] | | | [Note 10 - Other Accrued Expenses and Other [removed: Liabilities](#i5e22596fc410472ba847835082dbcad7_187)] [added: Liabilities](#i0ab2542671ca475a912361dea1573050_193)] | | |

| [removed: [80](#i5e22596fc410472ba847835082dbcad7_190)] [added: [76](#i0ab2542671ca475a912361dea1573050_196)] | | | [Note 11 - Restructuring [removed: Activities](#i5e22596fc410472ba847835082dbcad7_190)] [added: Activities](#i0ab2542671ca475a912361dea1573050_196)] | | |

| [removed: [82](#i5e22596fc410472ba847835082dbcad7_202)] [added: [79](#i0ab2542671ca475a912361dea1573050_208)] | | | [Note 13 - Financial [removed: Instruments](#i5e22596fc410472ba847835082dbcad7_202)] [added: Instruments](#i0ab2542671ca475a912361dea1573050_208)] | | |

| [removed: [84](#i5e22596fc410472ba847835082dbcad7_205)] [added: [81](#i0ab2542671ca475a912361dea1573050_211)] | | | [Note 14 - Income [removed: Taxes](#i5e22596fc410472ba847835082dbcad7_205)] [added: Taxes](#i0ab2542671ca475a912361dea1573050_211)] | | |

| [removed: [87](#i5e22596fc410472ba847835082dbcad7_208)] [added: [85](#i0ab2542671ca475a912361dea1573050_217)] | | | [Note 15 - Equity and Cash Incentive [removed: Program](#i5e22596fc410472ba847835082dbcad7_208)] [added: Program](#i0ab2542671ca475a912361dea1573050_217)] | | |

| [removed: [90](#i5e22596fc410472ba847835082dbcad7_214)] [added: [88](#i0ab2542671ca475a912361dea1573050_223)] | | | [Note 16 - Commitments and Contingent [removed: Liabilities](#i5e22596fc410472ba847835082dbcad7_214)] [added: Liabilities](#i0ab2542671ca475a912361dea1573050_223)] | | |

| [removed: [91](#i5e22596fc410472ba847835082dbcad7_217)] [added: [89](#i0ab2542671ca475a912361dea1573050_226)] | | | [Note 17 - Employee Benefit [removed: Plans](#i5e22596fc410472ba847835082dbcad7_217)] [added: Plans](#i0ab2542671ca475a912361dea1573050_226)] | | |

| [removed: [97](#i5e22596fc410472ba847835082dbcad7_223)] [added: [95](#i0ab2542671ca475a912361dea1573050_232)] | | | [Note 18 - Accumulated Other Comprehensive Earnings [removed: (Loss)](#i5e22596fc410472ba847835082dbcad7_223)] [added: (Loss)](#i0ab2542671ca475a912361dea1573050_232)] | | |

| [removed: [98](#i5e22596fc410472ba847835082dbcad7_226)] [added: [96](#i0ab2542671ca475a912361dea1573050_235)] | | | [Note 19 - Segment [removed: Information](#i5e22596fc410472ba847835082dbcad7_226)] [added: Information](#i0ab2542671ca475a912361dea1573050_235)] | | |

| [removed: [102](#i5e22596fc410472ba847835082dbcad7_229)] [added: [100](#i0ab2542671ca475a912361dea1573050_238)] | | | [Note 20 - Earnings per [removed: Share](#i5e22596fc410472ba847835082dbcad7_229)] [added: Share](#i0ab2542671ca475a912361dea1573050_238)] | | |

The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024.][added: 2025.]

Based on its assessment under the criteria set forth in *Internal Control — Integrated Framework* (2013), management concluded that, as of December 31, [removed: 2024,] [added: 2025,] the Company's internal control over financial reporting was effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

The effectiveness of the Company's internal control over financial reporting as of December 31, [removed: 2024] [added: 2025] 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: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the related consolidated statements of earnings, of comprehensive earnings, of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, [removed: 2024,] [added: 2025,] including the related notes (collectively referred to as the "consolidated financial statements").

We also have audited the Company's internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] and the results of its operations and its cash flows for each of the three years in the period ended December 31, [removed: 2024] [added: 2025] in conformity with accounting principles generally accepted in the United States of America.

Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, [removed: 2024,] [added: 2025,] based on criteria established in *Internal Control - Integrated Framework* (2013) issued by the COSO.

As described in Notes 1 and 9 to the consolidated financial statements, the Company’s consolidated goodwill balance was [removed: $4.906] [added: $5.43] billion as of December 31, [removed: 2024.][added: 2025.]

| | | | Years Ended December 31, | | | | | | | | | [removed: | | | | | |]

| | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Revenue | | | $ | [removed: 7,745,909] [added: 8,092,571] | | | | | $ | [removed: 7,684,476] [added: 7,745,909] | | | | | $ | [removed: 7,844,174] [added: 7,684,476] | |

| Cost of goods and services | | | [removed: 4,787,288] [added: 4,874,402] | | | | | | [removed: 4,816,932] [added: 4,787,288] | | | | | | [removed: 4,939,221] [added: 4,816,932] | | |

| Gross profit | | | [removed: 2,958,621] [added: 3,218,169] | | | | | | [removed: 2,867,544] [added: 2,958,621] | | | | | | [removed: 2,904,953] [added: 2,867,544] | | |

| Selling, general and administrative expenses | | | [removed: 1,752,266] [added: 1,844,808] | | | | | | [removed: 1,648,204] [added: 1,752,266] | | | | | | [removed: 1,625,312] [added: 1,648,204] | | |

| Operating earnings | | | [removed: 1,206,355] [added: 1,373,361] | | | | | | [removed: 1,219,340] [added: 1,206,355] | | | | | | [removed: 1,279,641] [added: 1,219,340] | | |

| Interest expense | | | [removed: 131,171] [added: 109,772] | | | | | | [removed: 131,304] [added: 131,171] | | | | | | [removed: 116,456] [added: 131,304] | | |

| [58](#i0ab2542671ca475a912361dea1573050_142) | | | [Notes to Consolidated Financial Statements](#i0ab2542671ca475a912361dea1573050_142) | | |

| [63](#i0ab2542671ca475a912361dea1573050_154) | | | [Note 2 - Revenue](#i0ab2542671ca475a912361dea1573050_154) | | |

| [65](#i0ab2542671ca475a912361dea1573050_163) | | | [Note 3 - Acquisitions](#i0ab2542671ca475a912361dea1573050_163) | | |

| [72](#i0ab2542671ca475a912361dea1573050_181) | | | [Note 7 - Leases](#i0ab2542671ca475a912361dea1573050_181) | | |

| [77](#i0ab2542671ca475a912361dea1573050_202) | | | [Note 12 - Borrowings](#i0ab2542671ca475a912361dea1573050_202) | | |

| [100](#i0ab2542671ca475a912361dea1573050_241) | | | [Note 21 - Stockholders' Equity](#i0ab2542671ca475a912361dea1573050_241) | | |

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

| February 13, 2026 | | | | | |

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

| Actuarial gains (loss) | | | 6,983 | | | | | | (4,111) | | | | | | (14,820) | | |

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

| Net earnings | | | — | | | | | | — | | | | | | 1,093,956 | | | | | | — | | | | | | — | | | | | | 1,093,956 | | |

| Balance at December 31, 2025 | | | $ | 260,195 | | | | | $ | 850,763 | | | | | $ | 14,220,582 | | | | | $ | (174,954) | | | | | $ | (7,751,380) | | | | | $ | 7,405,206 | |

[Table](#i0ab2542671ca475a912361dea1573050_10) [of Contents](#i0ab2542671ca475a912361dea1573050_10)

| Net earnings | | | $ | 1,093,956 | | | | | $ | 2,697,126 | | | | | $ | 1,056,828 | |

| Proceeds from long-term debt | | | 631,186 | | | | | | — | | | | | | — | | |

| Repayment of long-term debt | | | (400,000) | | | | | | — | | | | | | — | | |

The Company may designate certain instruments as net investment hedges to hedge the net assets of certain foreign subsidiaries which are exposed to volatility in foreign currency exchange rates.

Changes in the value of derivatives and non-derivatives designated as net investment hedges are calculated each period using the spot method and are reported in foreign currency translation adjustments within accumulated other comprehensive earnings (loss).

Such amounts will remain in accumulated other comprehensive earnings (loss) until the complete or substantially complete liquidation of our investment in the underlying foreign operations.

supplier.

| Invoices confirmed during the period | | | 535,867 | | |

| Confirmed invoices paid during the period | | | (574,956) | | |

| Balance at December 31, 2025 | | | $ | 117,884 | |

The value of the portion of the award that is expected to ultimately vest is recognized as expense on a straight-line basis, generally over the explicit

In July 2025, the FASB issued ASU No. 2025-05, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses for Accounts Receivable and Contract Assets, which provides entities the option of a practical expedient in the estimation of credit losses.

The Company expects to adopt this standard as required beginning first quarter of 2026.

In September 2025, the FASB issued ASU No. 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software which changes the requirements for when entities may begin capitalizing costs for internal-use software.

The amendments are effective for fiscal years beginning after December 15, 2027, and interim reporting periods within those annual reporting periods.

Early adoption is permitted as of the beginning of an annual reporting period.

The Company is currently evaluating this ASU to determine its impact on the Company’s consolidated financial statements.

2025 Acquisitions

Sikora

On June 11, 2025, the Company acquired 99.8% of the equity interest in Sikora AG ("Sikora"), a provider of precision measurement, inspection and control solutions for production processes in the wires and cables, hoses, optical fibers and plastic industries for $608,459, net of cash acquired and inclusive of measurement period adjustments.

The Sikora acquisition strengthens the Company's offerings in the Pumps & Process Solutions segment.

| Goodwill | | | 340,478 | | | | | | | | | | | |

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

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

| [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) | | |

(All other schedules are not required and have been omitted)

| February 14, 2025 | | | | | |

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

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

| Actuarial losses | | | (4,111) | | | | | | (14,820) | | | | | | (2,658) | | |

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

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

| Assets held for sale - current | | | — | | | | | | 192,644 | | |

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

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

| Liabilities held for sale - current | | | — | | | | | | 64,568 | | |

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

| Balance at December 31, 2021 | | | $ | 259,457 | | | | | $ | 857,636 | | | | | $ | 9,445,245 | | | | | $ | (154,052) | | | | | $ | (6,218,758) | | | | | $ | 4,189,528 | |

| Net earnings | | | — | | | | | | — | | | | | | 1,065,376 | | | | | | — | | | | | | — | | | | | | 1,065,376 | | |

Through the third quarter of 2023, approximately 4% of inventories, comprised entirely of ESG inventories, were stated at the lower of cost, determined on the last-in, first-out ("LIFO") basis, or market.

During the fourth quarter of 2023, the Company changed the method of accounting for these remaining LIFO inventories to FIFO.

The cumulative effect of the change resulted in a fourth quarter of 2023 pre-tax benefit of $14,448 ($10,796 after-tax) recognized as an increase to earnings from discontinued operations, net within the consolidated statement of earnings for the year ended December 31, 2023 and a corresponding increase in assets of discontinued operations within the consolidated balance sheet as of December 31, 2023.

The Company believed the FIFO method was preferable because it better reflected the current value of inventories in the consolidated balance sheet and resulted in a uniform method across its businesses, which in turn provided more useful financial information to the Company's investors and creditors.

in the analysis and reflective of market participant assumptions.

At the time of grant, the Company estimates forfeitures,

In September 2022, the FASB issued ASU No. 2022-04, Liabilities-Supplier Finance Programs (Topic 405-50): Disclosure of Supplier Finance Program Obligations.

The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude.

The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which was adopted when it became effective January 1, 2024.

The adoption did not have a material impact on the Company's consolidated financial statements.

See required disclosure within the Supply Chain Financing section of Note 1 — Description of Business and Summary of Significant Accounting Policies.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures.

The amendment requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets.

During the year ended December 31, 2024, the Company recorded measurement period adjustments resulting in an increase to the goodwill and purchase price disclosed above of $371 and $250, respectively.

2022 Acquisitions

Of these transactions, one included additional consideration contingent on achieving certain financial performance targets.

Malema

On July 1, 2022, the Company acquired 99.7% of the equity interests in Malema Engineering Corporation and its related foreign entities ("Malema"), a designer and manufacturer of flow measurement and control instruments serving customers in the biopharmaceutical, semiconductor and industrial sectors, for $223,462, net of cash acquired and inclusive of the impact of measurement period adjustments discussed below, subject to contingent consideration.

During the fourth quarter of 2022, the Company acquired the remaining 0.3% of equity interests in Malema.

The Malema acquisition expands the Company's biopharma single-use production offering within the Pumps & Process Solutions segment.

Based on [removed: an evaluation under] the [removed: supervision and with the participation of the Company's management,] [added: evaluation,] the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures as defined in Rule 13a-15(e) under the Exchange Act were effective as of December 31, [removed: 2024] [added: 2025] to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms and (ii) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

During the fourth quarter of [removed: 2024,] [added: 2025,] there were no changes in the Company's internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

At the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15(e).

b.During the three months ended December 31, [removed: 2024,] [added: 2025,] no director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements as defined in Item 408 of Regulation S-K.

The information with respect to the corporate governance matters required to be included pursuant to this Item 10 will be included in the [removed: 2025] [added: 2026] Proxy Statement that will be filed with the Securities and Exchange Commission pursuant to Rule 14a-6 under the Exchange Act in accordance with applicable SEC deadlines, and is incorporated in this Item 10 by reference.

As set forth below is a list of the members of our Board of Directors as of February [removed: 14, 2025.][added: 13, 2026.]

[removed: Howze1][added: Howze1,2]

[removed: Johnston,] [added: Wandell,] Lead Independent [removed: Director2,3][added: Director2,4]

[removed: Ostling1][added: Ostling1,3]

The information with respect to Section 16(a) reporting compliance required to be included in this Item 10 will be included in our [removed: 2025] [added: 2026] Proxy Statement and is incorporated in this Item 10 by reference.

Michael F.

Retired Chief Executive Officer, Visteon Corporation

Wandell2,4

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: 2025] [added: 2026] 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: 2025] [added: 2026] 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: 2024:][added: 2025:]

As of December 31, [removed: 2024,] [added: 2025,] equity securities have been authorized for issuance to employees and/or non-employee directors under the 2021 Plan and its predecessor plan (the "2012 Plan").

| Equity compensation plans approved by stockholders | | | 2,667,849 | | | | | | $ | 131.53 | | | | | 10,663,310 | | |

| Total | | | 2,667,849 | | | | | | $ | 131.53 | | | | | 10,663,310 | | |

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

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

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: 2025] [added: 2026] 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: 2025] [added: 2026] Proxy Statement and is incorporated in this Item 14 by reference.

The information with respect to audit committee pre-approval policies and procedures required to be included pursuant to this Item 14 will be included in the [removed: 2025] [added: 2026] Proxy Statement and is incorporated in this Item 14 by reference.

| (3)(i) | | | [removed: [Sixth Restated] [added: [Sixth](https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/d804750dex31.htm) [Restated] Certificate of Incorporation of the Company, filed as Exhibit [removed: 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] [added: 3.1 to] the Company's Current Report on Form 8-K filed May 8, 2024 (SEC File No. 001-04018), is incorporated by reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312524134321/d804750dex31.htm) | | | | | |

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

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

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

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

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

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

| [removed: (4.7)] [added: (10.38)] | | | [removed: [Form] [added: [Employment Agreement] of [removed: Global Note representing 6.60% Notes due] [added: Richard J. Tobin dated] March [removed: 15, 2038 ($250,000,000 aggregate principal amount),] [added: 16, 2018,] filed as Exhibit [removed: 4.3] [added: 10.1] to the Company's Current Report on Form 8-K filed March [removed: 14, 2008] [added: 20, 2018] (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000095012308002981/y51458a1exv4w3.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312518088722/d537879dex101.htm)] | | | | | |

| [removed: (4.8)] [added: (4.7)] | | | [Third Supplemental Indenture, dated as of February 22, 2011, between the Company and The Bank of New York Mellon, as trustee, [added: including forms of note,] filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed February 22, 2011 (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000095012311016229/y89741exv4w1.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000095012311016229/y89741exv4w1.htm)] | | | | | |

| (4.10) | | | [removed: [Fourth] [added: [Eighth] Supplemental Indenture, dated as of [removed: December 2, 2013,] [added: November 4, 2019,] between the Company and [removed: The] [added: the] Bank of New York Mellon, as [removed: trustee and The Bank] [added: trustee, including form] of [removed: New York Mellon, London Branch, as paying agent,] [added: note,] filed as Exhibit [removed: 4.1] [added: 4.3] to the Company's Current Report on Form 8-K filed [removed: December 3, 2013] [added: on November 4, 2019] (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312513460389/d635057dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex43.htm)] | | | | | |

| [removed: (4.11)] [added: (4.8)] | | | [removed: [Fifth] [added: [Sixth] Supplemental Indenture, dated as of November [removed: 3, 2015,] [added: 9, 2016,] between the Company and J.P. Morgan Trust Company National Association, as trustee, [added: including form of note,] filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November [removed: 3, 2015] [added: 9, 2016] (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)] | | | | | |

| [removed: (4.12)] [added: (4.11)] | | | [removed: [Form] [added: [Ninth Supplemental Indenture, dated as] of [removed: Global Note representing] [added: November 12, 2025, between] the [removed: 3.150% Notes due 2025 ($400,000,000 aggregate principal amount) (included as Exhibit A to] [added: Company and] the [removed: Fifth Supplemental Indenture),] [added: Bank of New York Mellon, as trustee, including form of note,] filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November [removed: 3, 2015] [added: 12, 2025] (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312515363443/d25548dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312525277534/d84051dex41.htm)] | | | | | |

| [removed: (4.13)] [added: (4.9)] | | | [removed: [Sixth] [added: [Seventh] Supplemental Indenture, dated as of November [removed: 9, 2016,] [added: 4, 2019,] between the Company and [removed: J.P. Morgan Trust Company National Association, as trustee,] [added: the Bank of New York Mellon, including form of note,] filed as Exhibit 4.1 to the Company's Current Report on Form 8-K filed on November [removed: 9, 2016] [added: 4, 2019] (SEC File No. 001-04018), is incorporated by [removed: reference.](http://www.sec.gov/Archives/edgar/data/29905/000119312516763637/d200819dex41.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312519283338/d816977dex41.htm)] | | | | | |

| [removed: (4.19)] [added: (10.5)] | | | [removed: [Description of Dover Corporation's securities registered pursuant] [added: [First Amendment] to [removed: Section 12 of] the [removed: Exchange Act,](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit419.htm) [filed] [added: Dover Corporation Executive Officer Annual Incentive Plan,] as [added: amended November](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm) [7](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)[, 2019, filed as] Exhibit [removed: 4.19] [added: 10.3] to the Company's Annual Report on Form 10-K for the year ended December 31, 2019 (SEC File No. 001-04018), is incorporated by [removed: 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: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)] | | | | | |

| (10.3) | | | [364-Day Credit Agreement dated as of April [removed: 4, 2024] [added: 3, 2025] among Dover Corporation, the Lenders party thereto, the Borrowing Subsidiaries party thereto from time to time and JPMorgan Chase Bank, N.A. as Administrative Agent, filed as Exhibit [removed: 10.3] [added: 10.1] to the [removed: Company's Quarterly Report] [added: Company’s](https://www.sec.gov/Archives/edgar/data/29905/000119312525072471/d928407dex101.htm) [Quarterly](https://www.sec.gov/Archives/edgar/data/29905/000119312525072471/d928407dex101.htm) [Report] on Form [removed: 10-Q for the period ended March 31, 2024] [added: 8-K filed April 3, 2025] (SEC File No. 001-04018), is incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/29905/000002990524000020/a2024033110-qexhibit103.htm)] [added: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312525072471/d928407dex101.htm)] | | | | | |

| (10.4) | | | [removed: [Tax Matters Agreement, dated May 9, 2018, by and between Dover] [added: [Dover] Corporation [added: Executive Officer Annual Incentive Plan, as amended] and [removed: Apergy Corporation,] [added: restated as of January 1, 2009,] filed as Exhibit 10.2 to the Company's Current Report on Form 8-K filed May [removed: 11, 2018] [added: 13, 2009] (SEC File No. 001-04018), is incorporated by [removed: reference.](https://www.sec.gov/Archives/edgar/data/29905/000119312518161162/d585845dex102.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)] | | | | | |

| [removed: (10.5)] [added: (10.12)] | | | [Dover Corporation Executive [removed: Officer Annual Incentive Plan, as] [added: Severance Plan (as] amended and restated [removed: as of January 1, 2009,] [added: effective August 5, 2021),] filed as Exhibit [removed: 10.2] [added: 10.1] to the Company's Current Report on Form 8-K filed [removed: May 13, 2009] [added: August 11, 2021] (SEC File No. [removed: 001-04018),] [added: 001-04018)] is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000095012309008734/y77189exv10w2.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm)] | | | | | |

| [removed: (10.6)] [added: (10.7)] | | | [First [removed: Amendment] [added: Amendment, dated as of November 23, 2021,] to the Dover Corporation [removed: Executive Officer Annual Incentive] [added: Deferred Compensation] Plan, [removed: as amended November 14, 2019,] filed as Exhibit [removed: 10.3] [added: 10.6] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2019] [added: 2022] (SEC File No. 001-04018), is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000011/a2019123110-kexhibit103.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)] | | | | | |

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

| [removed: (10.8)] [added: (10.26)] | | | [removed: [First Amendment, dated as] [added: [Form] of [removed: November 23, 2021, to] [added: 2023 award grant letter for SSAR grants made under] the Dover Corporation [removed: Deferred Compensation Plan,] [added: 2021 Omnibus Incentive Plan] filed as Exhibit [removed: 10.6] [added: 10.37] to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (SEC File No. 001-04018), is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit106.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit1037.htm)] | | | | | |

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

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

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

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

| (10.13) | | | [Dover Corporation [added: Senior] Executive [added: Change-in-Control] Severance Plan (as amended and restated effective August 5, 2021), filed as Exhibit [removed: 10.1] [added: 10.2] to the Company's Current Report on Form 8-K filed August 11, 2021 (SEC File No. 001-04018) is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm)] | | | | | |

| [removed: (10.14)] [added: (10.24)] | | | [Dover Corporation [removed: Senior Executive Change-in-Control Severance Plan (as amended and restated effective August 5, 2021),] [added: 2021 Omnibus Incentive Plan,] filed as Exhibit [removed: 10.2] [added: 10.1] to the Company's Current Report on Form 8-K filed [removed: August 11,] [added: May 10,] 2021 (SEC File No. [removed: 001-04018)] [added: 001-04018),] is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521243460/d216080dex102.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm)] | | | | | |

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

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

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

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

| (10.19) | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit [removed: 10.25] [added: 10.1] to the Company's [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the period ended [removed: December] [added: March] 31, [removed: 2014] [added: 2017] (SEC File No. 001-04018), is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990515000007/a2014123110-kexhibit1025.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)] | | | | | |

| [removed: (10.20)] [added: (10.18)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2016 (SEC File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990516000074/a2016033110-qexhibit101.htm) | | | | | |

| [removed: (10.21)] [added: (10.20)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2017] [added: 2018] (SEC File No. 001-04018), is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990517000017/a2017033110-qexhibit101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)] | | | | | |

| (10.22) | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2018] [added: 2020] (SEC File No. [removed: 001-04018),] [added: 001-04019),] is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990518000026/a2018033110-qexhibit101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)] | | | | | |

| [removed: (10.23)] [added: (10.21)] | | | [Form of award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive Plan, filed as Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, 2019 (SEC File No. 001-04019), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990519000029/a2019033110-qex101.htm) | | | | | |

| [removed: (10.24)] [added: (10.23)] | | | [Form of [added: 2021] award grant letter for SSAR grants made under the Dover Corporation 2012 Equity and Cash Incentive [removed: Plan,] [added: Plan] filed as Exhibit [removed: 10.1] [added: 10.2] to the Company's Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2020] [added: 2021] (SEC File No. [removed: 001-04019),] [added: 001-04018),] is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990520000018/a2020033110-qexhibit101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm)] | | | | | |

| [removed: (10.25)] [added: (10.31)] | | | [Form of [removed: 2021] [added: 2024] award grant letter for [removed: SSAR grants] [added: performance share awards] made under the Dover Corporation [removed: 2012 Equity and Cash] [added: 2021 Omnibus] Incentive [removed: Plan] [added: Plan,] filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for the period ended March 31, [removed: 2021] [added: 2024] (SEC File No. 001-04018), is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990521000020/a2021033110-qexhibit102.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990524000020/a2024033110-qexhibit102.htm)] | | | | | |

| [removed: (10.26)] [added: (10.25)] | | | [removed: [Dover] [added: [Form of 2022 award grant letter for SSAR grants made under the Dover] Corporation 2021 Omnibus Incentive [removed: Plan,] [added: Plan] filed as Exhibit [removed: 10.1] [added: 10.43] to the Company's [removed: Current] [added: Annual] Report on Form [removed: 8-K filed May 10,] [added: 10-K for the year ended December 31,] 2021 (SEC File No. 001-04018), is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521156215/d662152dex101.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1043.htm)] | | | | | |

| (10.27) | | | [Form of [removed: 2021] [added: 2023] award grant letter for RSU awards made under the Dover Corporation 2021 Omnibus Incentive [removed: Plan.filed] [added: Plan](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit1038.htm) [filed] as Exhibit [removed: 10.41] [added: 10.38] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2022] (SEC File No. 001-04018), is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1041.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990523000008/a2022123110-kexhibit1038.htm)] | | | | | |

| [removed: (10.28)] [added: (10.29)] | | | [Form of [removed: 2022] [added: 2024] award grant letter for SSAR grants made under the Dover Corporation 2021 Omnibus Incentive Plan filed as Exhibit [removed: 10.43] [added: 10.38] to the Company's Annual Report on Form 10-K for the year ended December 31, [removed: 2021] [added: 2023] (SEC File No. 001-04018), is incorporated by [removed: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990522000009/a2021123110-kexhibit1043.htm)] [added: reference.*](https://www.sec.gov/Archives/edgar/data/29905/000002990524000008/a20231231ex1038ssaragreeme.htm)] | | | | | |

| (4.12) | | | [Description of Dover Corporation's securities registered pursuant to Section 12 of the Exchange Act](https://www.sec.gov/Archives/edgar/data/29905/000002990526000009/a2025123110-kexhibit412.htm)[.(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990526000009/a2025123110-kexhibit412.htm) | | | | | |

| | | | | | | | | |

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

| (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) | | | | | |

| (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) | | | | | |

| (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 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) | | | | | |

| (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 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) | | | | | |

| (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) | | | | | |

| (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 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) | | | | | |

| (10.39) | | | [Form of 2025 award grant letter for performance share awards made under the Dover Corporation 2021 Omnibus Incentive Plan *(1)](https://www.sec.gov/Archives/edgar/data/29905/000002990525000006/a2024123110-kexhibit1039.htm) | | | | | |

| (10.40) | | | [Employment Agreement of Richard J. Tobin dated March 16, 2018, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed March 20, 2018 (SEC File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312518088722/d537879dex101.htm) | | | | | |

| (10.41) | | | [Amendment to Employment Agreement of Richard J. Tobin, dated as of February 19, 2021, filed as Exhibit 10.1 to the Company's Current Report on Form 8-K filed February 19, 2021 (SEC File No. 001-04018), is incorporated by reference.*](https://www.sec.gov/Archives/edgar/data/29905/000119312521049108/d101523dex101.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) | | | | | |

| Date: | | | February [removed: 14, 2025] [added: 13, 2026] | | | | | |

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: 2024] [added: 2025] under the Securities Exchange Act of 1934, as amended, and any and all amendments thereto, and to file the same with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission and any other appropriate authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he or she might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

| /s/ Richard J. Tobin | | | | | | Chairman, Chief Executive Officer and President | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Christopher B. Woenker | | | | | | Senior Vice President and Chief Financial Officer (Principal Financial Officer) | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Ryan W. Paulson | | | | | | Vice President, Controller (Principal Accounting Officer) | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Deborah L. DeHaas | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ H. John Gilbertson, Jr. | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Kristiane C. Graham | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Marc A. Howze | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ [removed: Michael F. Johnston] [added: Keith E. Wandell] | | | | | | Lead Independent Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Michael Manley | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Danita K. Ostling | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

| /s/ Eric A. Spiegel | | | | | | Director | | | | | | February [removed: 14, 2025] [added: 13, 2026] | | |

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

| Michael F. Johnston | | | | | | | | | | | | | | |

| /s/ Keith E. Wandell | | | | | | Director | | | | | | February 14, 2025 | | |