filings.toolsItem 1A. Risk Factors
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Item 1A. Risk Factors
There have been no material changes from the risk factors previously disclosed in our Annual Report on Form 10-K for the year ended December 31, 2025.
Item 2. Unregistered Sales of Equity Securities, Use of Proceeds and Issuer Purchases of Equity Securities
a.Not applicable.
b.Not applicable.
c.The below table presents shares of Dover Stock that we acquired during the quarter
| 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) | |||||||||||||||||||
| January 1 to January 31 | — | $ | — | — | 14,596,708 | ||||||||||||||||||
| February 1 to February 28 | — | — | — | 14,596,708 | |||||||||||||||||||
| March 1 to March 31 | 250,000 | 215.75 | — | 14,346,708 | |||||||||||||||||||
| For the First Quarter | 250,000 | $ | 215.75 | — | 14,346,708 |
(1) In August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026. The Company repurchased 250,000 shares under the August 2023 authorization during the three months ended March 31, 2026. As of March 31, 2026, the number of shares still available for repurchase under the current share repurchase authorization was 14,346,708.
(2) On November 10, 2025, the Company entered into a $500.0 million accelerated share repurchase agreement (the "ASR Agreement") with JP Morgan Chase Bank, N.A. ("JP Morgan") to repurchase its shares in an accelerated share repurchase program (the "ASR Program"). The Company funded the ASR Program with cash on hand. Under the terms of the 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 ASR Program. In April 2026, JP Morgan delivered 153,652 additional shares which completed the ASR Program. Over the course of the ASR Program, the Company received a total of 2,487,662 shares. The total number of shares ultimately repurchased under the ASR Agreement was based on the average of the daily volume-weighted average share price of Dover's common stock during the calculation period of the ASR Program, less a discount, which was $200.99.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
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