AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 4/6 · 19/10/2026
Moat63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 3/4 · Embedded critical components with switching risks exceeding their cost, together with realized installed-base aftermarket demand, establish a concrete dependency mechanism. Evidence does not establish exclusive supply or portfolio-wide dominance.
durability · 2/4 · The switching mechanism appears across multiple annual reports and equipment generates lifecycle demand. Undisclosed aftermarket exclusivity and continuing innovation requirements limit confidence in long-term protection.
customer dependency · 3/4 · Critical components in larger systems and approximately 40% recurring revenue demonstrate meaningful ongoing customer dependence. This is assessed from business-model and operating disclosures, without a fabricated retention rate.
erosion resilience · 2/4 · Positive pricing and broad second-quarter organic growth support current resilience. Structural downward pricing trends and first-half organic declines in two segments show uneven protection. Generic competition risks are possibilities, not evidence of realized share loss.
Pricing power63
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 3/4 · Customer pricing contributed 1.9% to 2025 consolidated revenue after 1.6% in 2024. First-half 2026 contributions were positive in Engineered Products, Clean Energy & Fueling, Imaging & Identification and Pumps & Process Solutions. Imaging pricing slowed to 0.9%, and its structural pricing pressure precludes exceptional durability.
retention · 3/4 · Installed-base aftermarket sales and the substantial recurring demand contribution demonstrate repeat demand indirectly. Component switching friction supports persistence, but customer-level renewals and retention rates are unavailable.
margin resilience · 2/4 · Favorable price versus cost contributed to 2025 gross margin improvement, and Imaging pricing and productivity supported earnings despite lower volume and inflation. Resilience is mixed: Engineered Products' first-quarter margin fell, and first-half 2026 consolidated gross profit grew more slowly than revenue. Mix, acquisitions and productivity also affect outcomes.
contractual freedom · 2/4 · Midland's customer sale terms demonstrate pricing discretion: quotes expire, unquoted or expired prices default to current shipment/service prices, and changes to specifications, quantities or shipping arrangements permit adjustments. Buyer cancellation or changes require seller consent. Constraints remain: separate pricing agreements prevail and contract modifications require both parties' signatures. This establishes mixed contractual freedom for one OPW/Dover business; coverage across Dover and the prevalence of negotiated exceptions are undisclosed.
Predictability87
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 50.00
- Revenue growth volatility (pp)
- 5.99
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.50
Financial strength—
Missing required inputs: netDebtEbitGrade. Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 62.72
- interestCoverageGrade
- 100.00
- currentRatioGrade
- 83.16
- Debt / FCF (x)
- 3.61
- Interest coverage (x)
- 12.51
- Current ratio (x)
- 1.79
Capital allocation—
Missing required inputs: operatingReturn. Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year average dilution (%)
- -1.36
- 3-year average SBC / revenue (%)
- 0.48
- cashConversionGrade
- 65.63
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Strong cash generation, documented reinvestment and completion of the repurchase program support competence. However, 2025 acquisitions and shareholder distributions together exceeded free cash flow, alongside net debt issuance. The passages do not establish realized acquisition returns or repurchase value sufficiently for a strong capital-discipline grade.
incentive alignment · 3/4 · Actual issued awards combine stock exposure with internal and relative performance conditions. Disclosed three-year incentives, ROIC metrics, holding requirements, clawbacks and hedging restrictions support alignment. Actual individual ownership compliance and exceptional long-term incentive outcomes remain unestablished.
execution · 3/4 · Higher operating cash flow and free cash flow in 2025 and first-half 2026, increased GAAP operating earnings and positive organic growth in every segment in the second quarter demonstrate execution. This assessment uses operating results rather than executive reputation. Increased restructuring charges and uneven first-half segment growth limit the grade.
governance · 3/4 · Disclosed independent oversight, shareholder access rights, actual board attendance and separate audit committee meetings support strong governance practices. The combined CEO and chair roles introduce concentration of authority. The independent-chair shareholder proposal is not treated as adopted, and procedural safeguards do not prove exceptional oversight effectiveness.
Evidence
•Component Businesses: Many of our businesses produce critical components that represent a small portion of a larger system by cost.
Business — Component Businesses · Filed 13/02/2026
For example, our industrial and biopharma pumps, biopharma connectors, engineered bearings and compression components, clean energy components, and heat exchangers are all part of larger systems built or employed by our customers.
Business — examples of components embedded in customer systems · Filed 13/02/2026
Such components typically serve demanding applications where value-in-use and costs and risks of switching far exceed the cost of the component itself.
Business — component switching costs and risks · Filed 13/02/2026
•Equipment with Aftermarket Opportunity: Many of our businesses produce complex and highly engineered equipment and systems that require a significant and predictable volume of parts, consumables, software and services over their life cycle.
Business — Equipment with Aftermarket Opportunity · Filed 13/02/2026
For example, our marking and coding equipment, plastics and polymer processing equipment and aluminum can-making equipment all derive a significant share of revenue and profits from sale of consumables, parts and services into their large installed base.
Business — installed-base aftermarket revenue and profits · Filed 13/02/2026
Recurring demand, which includes parts, consumables, services and software, represents approximately 40% of our total revenue.
Business — recurring demand share of total revenue · Filed 13/02/2026
Such components typically serve demanding applications where value-in-use and costs and risks of switching far exceed the cost of the component itself.
Business — component switching costs and risks in 2023 · Filed 09/02/2024
Customer pricing favorably impacted revenue in 2025 by approximately 1.9% and by 1.6% in the prior year.
MD&A — consolidated realized customer pricing in 2025 and 2024 · Filed 13/02/2026
The result has been downward pricing trends that can only be mitigated with the continuous introduction of innovative product solutions in a market where product life cycles generally average less than seven years.
Research and Development — Imaging & Identification pricing trends and product lifecycles · Filed 13/02/2026
While we generally attempt to mitigate the impact of increased raw material prices by hedging or passing along the increased costs to customers, there may be a time delay between the increased raw material prices and the ability to increase the prices of products, or we may be unable to increase the prices of products due to a competitor's pricing pressure or other factors.
Risk Factors — limitations and delays in passing through input costs · Filed 13/02/2026
Segment book-to-bill was 1.07. 33 Table of Contents Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025 Pumps & Process Solutions segment revenue increased $76.4 million, or 7.5%, as compared to the six months ended June 30, 2025, attributable to acquisition-related growth of 5.9% for the acquisitions of Sikora AG and ipp Pump Products GmbH in the second quarter of 2025 and a favorable impact from foreign currency translation of 1.8%, partially offset by an organic decline of 0.2%.
MD&A — Pumps & Process Solutions first-half 2026 growth components · Filed 23/07/2026
Segment book-to-bill was 0.99. Six Months Ended June 30, 2026 Compared to the Six Months Ended June 30, 2025 Imaging & Identification segment revenue increased $18.4 million, or 3.2%, as compared to the six months ended June 30, 2025, attributable to a favorable impact from foreign currency translation of 3.3%, partially offset by an organic decline of 0.1%.
MD&A — Imaging & Identification first-half 2026 organic decline · Filed 23/07/2026
Customer pricing favorably impacted revenue by approximately 2.6% and by 2.1% in the prior year comparable period.
MD&A — Engineered Products first-half realized pricing · Filed 23/07/2026
Customer pricing favorably impacted revenue by approximately 2.5% and by approximately 1.5% in the prior year comparable period.
MD&A — Clean Energy & Fueling first-half realized pricing · Filed 23/07/2026
Customer pricing favorably impacted revenue by approximately 0.9% and 3.2% in the prior year comparable period.
MD&A — Imaging & Identification first-half realized pricing · Filed 23/07/2026
Customer pricing favorably impacted revenue by approximately 1.5% in both the first half of 2026 and in the prior year comparable period.
MD&A — Pumps & Process Solutions first-half realized pricing · Filed 23/07/2026
Gross profit margin increased 160 basis points to 39.8% as compared to the prior year driven by favorable price versus cost dynamics, productivity initiatives, favorable portfolio mix and benefits from restructuring actions.
MD&A — consolidated gross margin improvement and contributing factors · Filed 13/02/2026
The increase was primarily driven by pricing actions and productivity initiatives, partially offset by lower volumes and inflationary costs.
MD&A — Imaging & Identification pricing and productivity offsetting lower volumes and inflation · Filed 23/07/2026
Segment earnings margin decreased to 16.9% from 17.3% as compared to the prior year comparable quarter.
MD&A — Engineered Products first-quarter 2026 margin decline · Filed 23/04/2026
INVESTOR SUPPLEMENT - SECOND QUARTER 2026
DOVER CORPORATION
CONSOLIDATED STATEMENTS OF EARNINGS
(unaudited)(in thousands)
Three Months Ended June 30,
Six Months Ended June 30,
2026
2025
2026
2025
Revenue
$
2,190,021
$
2,049,592
$
4,243,644
$
3,915,651
Cost of goods and services
1,309,415
1,231,330
2,564,903
2,351,889
Gross profit
880,606
818,262
1,678,741
1,563,762
Selling, general and administrative expenses
488,819
463,665
981,045
912,856
Operating earnings
391,787
354,597
697,696
650,906
Interest expense
29,058
26,791
2 Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.
Investor supplement — second-quarter and first-half 2026 GAAP operating results · Filed 23/07/2026
The following table reconciles our free cash flow to cash flow provided by operating activities: Years Ended December 31, Free Cash Flow (dollars in thousands) 2025 2024 Cash flow provided by operating activities $ 1,338,005 $ 1,087,833 Less: Capital expenditures (220,263) (167,533) Free cash flow $ 1,117,742 $ 920,300 Cash flow from operating activities as a percentage of revenue 16.5 % 14.0 % Cash flow from operating activities as a percentage of earnings from continuing operations 121.9 % 77.7 % Free cash flow as a percentage of revenue 13.8 % 11.9 % Free cash flow as a percentage of earnings from continuing operations 101.9 % 65.7 % For the year ended December 31, 2025, we generated free cash flow of $1.1 billion, representing 13.8% of revenue and 101.9% of earnings from continuing operations.
MD&A — operating cash flow, capital expenditures and free cash flow · Filed 13/02/2026
Earnings from discontinued operations, net
3,473
(1,297,158)
Depreciation and amortization
379,577
337,842
Stock-based compensation expense
43,981
40,359
Employee benefit plan (benefit) expense
(7,623)
(9,946)
Gain on dispositions
(4,644)
(597,798)
Other, net
(35,354)
(57,073)
Net change in assets and liabilities
(135,361)
(25,519)
Net cash provided by operating activities
1,338,005
1,087,833
Investing Activities:
Additions to property, plant and equipment
(220,263)
(167,533)
Acquisitions, net of cash and cash equivalents acquired
(663,270)
(635,269)
Proceeds from dispositions, net of cash transferred
5,998
768,847
Other, net
(9,059)
6,972
Net cash used in investing activities
(886,594)
(26,983)
Financing Activities:
Change in commercial paper and other short-term borrowings, net
(639)
(467,637)
Repayment of long-term debt
(400,000)
—
Proceeds from long-term debt
631,186
—
Dividends paid to stockholders
(283,007)
(283,117)
Repurchase of common stock, including payment under accelerated share repurchase program
(540,700)
(500,000)
Payments to settle employee tax obligations on exercise of share-based awards
(14,887)
(16,603)
Other, net
(16,823)
(4,316)
Net cash used in financing activities
(624,870)
(1,271,673)
Cash Flows from Discontinued Operations:
Investor supplement — 2025 acquisition spending, financing and shareholder distributions · Filed 29/01/2026
The following table reconciles our free cash flow to cash flow provided by operating activities: Six Months Ended June 30, Free Cash Flow (dollars in thousands) 2026 2025 Cash flow provided by operating activities $ 427,168 $ 369,814 Less: Capital expenditures (107,591) (109,124) Free cash flow $ 319,577 $ 260,690 Cash flow from operating activities as a percentage of revenue 10.1 % 9.4 % Cash flow from operating activities as a percentage of earnings from continuing operations 77.5 % 71.2 % Free cash flow as a percentage of revenue 7.5 % 6.7 % Free cash flow as a percentage of earnings from continuing operations 58.0 % 50.2 % For the six months ended June 30, 2026, we generated free cash flow of $319.6 million, representing 7.5% of revenue and 58.0% of earnings from continuing operations.
Liquidity and Capital Resources — first-half 2026 cash generation and capital spending · Filed 23/07/2026
In April 2026, JPMorgan delivered 153,652 additional shares which completed the ASR Program, totaling 2,487,662 repurchased shares under the ASR Agreement.
Stockholders' Equity — April 2026 completion of accelerated share repurchase · Filed 23/07/2026
DOVER CORPORATION – 2026 Proxy Statement 39 COMPENSATION DISCUSSION AND ANALYSIS Dover’s Alignment with Leading Compensation Governance Practices WHAT WE DO ✓ The majority of target NEO pay opportunity is performance based (75% for the CEO; 61% for the other NEOs) ✓ A significant portion of target NEO pay opportunity is tied to Dover stock performance (75% for the CEO; 51% for the other NEOs) ✓ Robust engagement with shareholders to seek feedback on executive compensation programs ✓ Compensation program includes ESG objectives ✓ All long-term incentives are paid in stock, not cash ✓ Executives must hold significant amounts of Dover stock: five-times salary for the CEO, three-times for other NEOs ✓ All long-term incentives are earned or vest over three years ✓ Change in control provisions require double trigger ✓ Comprehensive clawback policy ✓ Executives participate in benefit and employee programs on the same basis as other Dover employees ✓ Our Compensation Committee retains its own independent consultant ✓ Annual compensation risk assessment WHAT WE DON’T DO ✗ No tax gross ups ✗ No repricing, reloads, or exchanges of stock-settled stock appreciation rights (“SSARs”) ✗ No SSARs granted below fair market value ✗ No hedging or pledging of Dover securities by executives, including margin loans ✗ No dividends are paid on performance shares or restricted stock units (“RSUs”) during the earning or vesting period.
Compensation Discussion and Analysis — adopted incentive, ownership and compensation safeguards · Filed 24/03/2026
Dividend equivalents are accrued on RSUs, but are only paid if the RSUs vest ✗ No special executive retirement arrangements ✗ No NEO cash severance over 2.99x the sum of base salary and target bonus without shareholder approval ✗ No substantial executive perquisites, nor do we own or operate any corporate aircraft DOVER CORPORATION – 2026 Proxy Statement 40 COMPENSATION DISCUSSION AND ANALYSIS Compensation Principles Guiding Principles for Dover’s Executive Compensation Program Based on these principles, these were the key elements of our executive compensation program in 2025: ✓ Financial metrics that are clearly linked to the creation of shareholder value: adjusted earnings, three-year relative TSR, and three-year average ROIC.
Compensation Discussion and Analysis — financial incentive metrics · Filed 24/03/2026
During the six months ended June 30, 2026, the Company issued stock-settled appreciation rights ("SARs") covering 266,199 shares, performance share awards ("PSAs") of 32,294 and restricted stock units ("RSUs") of 56,039.
Equity Incentive Program — actual 2026 equity award issuance · Filed 23/07/2026
The assumptions used in determining the fair value of the SARs awarded during the respective periods were as follows: SARs 2026 2025 Risk-free interest rate 3.66 % 4.35 % Dividend yield 0.90 % 1.02 % Expected life (years) 5.5 5.5 Volatility 23.47 % 30.50 % Grant price $231.63 $202.33 Fair value per share at date of grant $61.59 $66.39 The PSAs granted in 2026 and 2025 vest based on the attainment of two equally weighted measures: (i) Dover’s performance relative to established internal metrics (performance condition) and (ii) Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector; market condition).
Equity Incentive Program — performance conditions for granted awards · Filed 23/07/2026
Highlights include: BOARD OF DIRECTORS GOVERNANCE HIGHLIGHTS ✓ Lead Independent Director ✓ 8 of our 9 director nominees are independent; fully independent standing committees ✓ Regular executive sessions of independent directors ✓ Annual election of directors ✓ Majority voting for directors and director resignation policy in uncontested elections ✓ Comprehensive annual individual evaluations of one-third of the directors ✓ Robust succession planning ✓ 15% ownership threshold required to call a special meeting of shareholders ✓ Proxy access right at 3%/3 years/2 or 20% of Board/20 shareholder aggregation allowance ✓ Strong share retention guidelines for directors and executive officers ✓ Executive compensation driven by pay-for-performance philosophy ✓ Executive officers not permitted to hedge or pledge company shares ✓ No supermajority voting provisions in our charter Shareholder Engagement We encourage feedback from shareholders and have a strong history of engaging with investors on a range of topics, including our executive compensation program and evolving trends and best practices.
Governance and Board Highlights — shareholder rights and independent oversight · Filed 24/03/2026
Currently, Richard J. Tobin, our President and CEO, serves as our Board Chair.
Board leadership — combined CEO and chair roles · Filed 24/03/2026
Board attendance was 100% in 2025. Our independent directors meet at regularly scheduled executive sessions at least quarterly without management representatives or non-independent directors present.
Directors' Meetings and Attendance — actual attendance and independent executive sessions · Filed 24/03/2026
The Audit Committee holds regular quarterly meetings at which it meets separately with each of our independent registered public accounting firm, PwC, our internal audit function, financial management and our general counsel to assess certain matters including the status of the independent audit process, management’s assessment of the effectiveness of internal control over financial reporting and the operation and effectiveness of our compliance program.
Audit Committee — quarterly separate meetings with auditors and management · Filed 24/03/2026
Restructuring Activities The Company's restructuring charges by segment were as follows: Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Engineered Products $ 5,087 $ 563 $ 6,811 $ 3,031 Clean Energy & Fueling 1,453 2,676 8,995 4,444 Imaging & Identification 1,789 319 2,825 488 Pumps & Process Solutions 2,754 2,646 13,725 4,591 Climate & Sustainability Technologies 5,826 7,144 14,352 8,810 Corporate 103 181 515 475 Total $ 17,012 $ 13,529 $ 47,223 $ 21,839 These amounts are classified in the condensed consolidated statements of earnings as follows: Cost of goods and services $ 8,282 $ 10,136 $ 25,171 $ 14,456 Selling, general and administrative expenses 8,730 3,393 22,052 7,383 Total $ 17,012 $ 13,529 $ 47,223 $ 21,839 The restructuring expenses of $17,012 and $47,223 incurred during the three and six months ended June 30, 2026 were primarily related to headcount reductions and exit costs in the Climate & Sustainability Technologies, Pumps & Process Solutions, Clean Energy & Fueling and Engineered Products segments.
Restructuring Activities — realized first-half 2026 charges · Filed 23/07/2026
IS - 6
DOVER CORPORATION
REVENUE GROWTH FACTORS AND ADJUSTED EPS GUIDANCE RECONCILIATIONS (NON-GAAP)
(unaudited)
Non-GAAP Reconciliations
Revenue Growth Factors
2026
Q2
Q2 YTD
Organic
Engineered Products
2.1
%
2.1
%
Clean Energy & Fueling
8.6
%
9.8
%
Imaging & Identification
2.9
%
(0.1)
%
Pumps & Process Solutions
0.4
%
(0.2)
%
Climate & Sustainability Technologies
8.3
%
11.5
%
Total Organic
4.8
%
5.0
%
Acquisitions
1.2
%
1.5
%
Currency translation
0.9
%
1.9
%
Total*
6.9
%
8.4
%
* Totals may be impacted by rounding.
Investor supplement — segment and consolidated organic growth · Filed 23/07/2026
Intellectual Property and Intangible Assets Our businesses own many patents, trademarks, licenses and other forms of intellectual property, which have been created, registered or acquired over a number of years and, to the extent relevant, expire at various times over a number of years.
Business — ownership of intellectual property · Filed 13/02/2026
Industry Risks
•Increasing product, service and price competition by international and domestic competitors, including new entrants, and our inability to introduce new and competitive products could cause our businesses to generate lower revenue, operating profits and cash flows.
Industry Risks — generic competition and new-entry risk · Filed 13/02/2026
6.3 All prices and special terms quoted by Seller will expire on the date set forth in the applicable quote, or two (2) weeks following the date the quote is proposed if no expiration date is provided.
Midland customer sale terms, section 6.3: quote expiration · Retrieved 19/10/2026
The price of the Products or Services will be Seller’s quoted price or, where no price has been quoted (or a quoted price is no longer valid), the price current at the date the applicable Product is shipped or the Service is provided.
Midland customer sale terms, section 6.3: quoted or current shipment/service price · Retrieved 19/10/2026
For the avoidance of doubt, if Buyer and Seller have executed a separate written agreement designating pricing to be applicable to Products or Services sold in accordance with these Terms, the pricing terms set forth in such written agreement shall apply.
Midland customer sale terms, section 6.3: separate pricing agreement precedence · Retrieved 19/10/2026
6.5 Prices are subject to adjustment on account of specifications, quantities, shipment arrangements or other terms and conditions which are not part of the original price quotation.
Midland customer sale terms, section 6.5: price adjustments · Retrieved 19/10/2026
Any Contract(s) resulting from acceptance of any order(s) placed with Seller may only be modified or rescinded by a written document, signed by the duly authorized representative of both parties.
Midland customer sale terms, section 6.1: bilateral written contract modifications · Retrieved 19/10/2026
Buyer’s order, after acceptance by Seller, shall not be subject to cancellation, change, or reduction in amount, nor to any suspension by Buyer of deliveries, without Seller’s prior written consent.
Midland customer sale terms, section 11: buyer cancellation and changes · Retrieved 19/10/2026
