DOVER Corp

Dover Corporation is a diversified global manufacturer and solutions provider delivering innovative equipment and components, consumable supplies, aftermarket parts, software and digital solutions and support services through five operating segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. The company operates in a wide variety of industrial and business-to-business end markets, and management believes this diversity provides multiple avenues for organic and inorganic growth, lower cyclicality, and the ability to extract synergies of common ownership. The company's businesses generally operate in strategically attractive niche industrial markets with proven and well-understood long-term growth trends, favorable customer and supplier landscapes, mature and incrementally improving technologies with opportunities for technological differentiation, and highly loyal customers, suppliers or channel partners.

Dover's businesses are long-time leaders in their respective markets and are known for their innovation, engineering capability and customer service excellence. The company believes its businesses are among the top suppliers in most markets and niches they serve. Key competitors named in the filing include Snap-On Inc., The COATS Company, Arrowhead Winch, Teledyne, Nordson Corporation, Vontier (Gilbarco Veeder-Root, DRB), Tatsuno, Franklin Electric, Verifone, Elaflex, PDI Technologies, Inc., Ingersoll Rand (Emco Wheaton), Dixon Valve & Coupling Company, Crane Company (Cryoflo), Sonny's Enterprises LLC, National Carwash Solutions, Washtec AG, Veralto Corporation (Videojet), Brother Industries, Ltd. (Domino Printing), Electronics for Imaging (Reggiani), Kornit Digital Ltd., IDEX Corporation, ITT, SPX Flow Inc. (Waukesha), Danaher Corporation (Pall), Avantor (Masterflex), Spirax Sarco (Watson Marlow), Kingsbury, Ecolab, Hoerbiger Holdings AG, Miba AG, Hillenbrand Inc. (Coperion), Panasonic (Hussman Corp.), Alfa Laval, Danfoss, Stolle Machinery, and Crown Holdings International. The company's competitive advantages include superior engineering, manufacturing precision, total solution development, excellent supply chain performance, and a commitment to aftermarket support.

Dover generates revenue through the manufacture and sale of a broad range of specialized products and components, with revenue recognized upon transfer of control, title and risk of loss, which is generally upon shipment. Service revenue represents approximately 5% ¹ of total revenue and is recognized as the services are performed. Recurring demand, which includes parts, consumables, services and software, represents approximately 40% ² of total revenue. The company operates two core business models: Component Businesses, which produce critical components that represent a small portion of a larger system by cost, and Equipment with Aftermarket Opportunity, which 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. The company serves thousands of customers, none of which accounted for more than 10% ³ of consolidated revenue in 2025.

The Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, precision soldering and fluid dispensing end-markets. For the year ended December 31, 2025, segment revenue was $1,085,844 ⁴ and segment earnings were $217,266 ⁵ with a segment margin of 20.0% ⁶. The Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport, dispensing, and remote monitoring of traditional and clean fuels, cryogenic gases, and other hazardous substances, and safe and efficient operation of convenience retail, retail fueling and vehicle wash establishments. For the year ended December 31, 2025, segment revenue was $2,130,507 ⁷ and segment earnings were $418,070 ⁸ with a segment margin of 19.6% ⁹. The Imaging & Identification segment supplies precision marking and coding, product traceability, brand protection and digital textile printing equipment, as well as related consumables, software and services. For the year ended December 31, 2025, segment revenue was $1,173,443 ¹⁰ and segment earnings were $314,735 ¹¹ with a segment margin of 26.8% ¹². The Pumps & Process Solutions segment manufactures specialty pumps and flow meters, fluid transfer connectors, highly engineered precision components, instruments and digital controls for rotating and reciprocating machines, polymer processing equipment, measurement, inspection, and control technologies. For the year ended December 31, 2025, segment revenue was $2,148,670 ¹³ and segment earnings were $651,600 ¹⁴ with a segment margin of 30.3% ¹⁵. The Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets. For the year ended December 31, 2025, segment revenue was $1,559,841 ¹⁶ and segment earnings were $265,647 ¹⁷ with a segment margin of 17.0% ¹⁸.

The Engineered Products segment's vehicle service business provides equipment, software solutions and services used primarily in vehicle repair and maintenance, including light and heavy-duty vehicle lifts, wheel service equipment, vehicle diagnostics and vehicle collision repair solutions. Its industrial winch and hoist business provides a range of winches, hoists, bearings, drives, and electric monitoring systems for infrastructure and other industrial markets. Its aerospace and defense business supplies radio frequency and microwave filters and switches, as well as signals intelligence and other integrated solutions, to enable secure communications in aerospace and defense applications. The segment also includes bench top soldering and fluid dispensing solutions in electronics and industrial product assembly markets. The Clean Energy & Fueling segment provides dispensing equipment and components for gasoline, compressed natural gas, liquefied natural gas and hydrogen fueling sites, electric vehicle charging stations, payment systems, hardware and underground containment systems, vehicle wash systems, as well as asset tracking, monitoring and operational optimization software. The Imaging & Identification segment's marking and coding businesses primarily design and manufacture equipment and consumables used for printing variable information on fast-moving consumer goods, provide serialization solutions for pharmaceutical customers, and develop supply chain traceability solutions. Its businesses serving the digital printing market develop, manufacture and sell equipment, software, consumables and service solutions used in textile, apparel, soft signage and specialty materials markets. The Pumps & Process Solutions segment's products are used in a wide variety of markets, including biopharma, thermal management (including liquid cooling of server racks and chips in data centers), plastics and polymers processing, wire and cable manufacturing, chemicals production, food/sanitary, medical, transportation, petroleum refining, natural gas compression, power generation and general industrial applications. The Climate & Sustainability Technologies segment's refrigeration business manufactures refrigeration systems (including environmentally friendly systems like CO2), refrigeration display cases and commercial glass refrigerator and freezer doors for food retail and industrial applications. Its heat exchanger business manufactures energy-efficient brazed plate heat exchangers used for residential climate control applications, including heat pumps, as well as industrial heating and cooling applications, including an increasing opportunity in data center cooling applications. The other business in this segment designs and manufactures machinery and associated spare parts used for aluminum can-making, along with providing turnkey can line solutions.

On October 8, 2024, the Company completed the sale of the Environmental Solutions Group business, an operating company within the Engineered Products segment, for total consideration, net of cash transferred, of $2.0 billion ¹⁹. On March 31, 2024, the Company completed the sale of the De-Sta-Co business, an operating company within the Engineered Products segment, for total consideration, net of cash transferred, of $675.9 million ²⁰. During the year ended December 31, 2025, the Company completed four business acquisitions totaling $665.3 million ²¹, net of cash acquired and inclusive of contingent consideration and measurement period adjustments. On November 10, 2025, the Company entered into a $500.0 million ²² accelerated share repurchase agreement with JP Morgan Chase Bank, N.A. to repurchase its shares, and on November 12, 2025, received initial delivery of 2,334,010 ²³ shares. Over the past three years (2023 through 2025), the Company has spent approximately $1.9 billion ²⁴, net of cash acquired and including contingent consideration, to purchase fourteen businesses. The Company paid dividends of $2.07 ²⁵ per share in 2025, compared to $2.05 ²⁶ per share in 2024.

For the year ended December 31, 2025, consolidated revenue was $8.1 billion ²⁷, an increase of $346.7 million ²⁸ or 4.5% ²⁹, as compared to the prior year. The increase was driven by acquisition-related growth of 2.6% ³⁰, organic revenue growth of 1.6% ³¹ and a favorable impact from foreign currency translation of 1.0% ³², partially offset by a disposition-related decline of 0.7% ³³. Gross profit increased $259.5 million ³⁴, or 8.8% ³⁵, to $3.2 billion ³⁶ compared with 2024, and gross profit margin increased 160 basis points ³⁷ to 39.8% ³⁸. Operating earnings were $1,373,361 ³⁹ compared to $1,206,355 ⁴⁰ in the prior year. Earnings from continuing operations were $1,097,429 ⁴¹, or $7.97 ⁴² per diluted share, compared with earnings from continuing operations of $1,399,968 ⁴³, or $10.09 ⁴⁴ per diluted share, for the prior year. Net cash provided by operating activities was $1,338,005 ⁴⁵ and free cash flow was $1,117,742 ⁴⁶.

The Engineered Products segment is capitalizing on global infrastructure investment, an increasing number of vehicles in operation, average car age and annual miles driven, increasing digitization and sensorization of modern vehicles, as well as growing defense spending related to signal intelligence and electronic warfare. The Clean Energy & Fueling segment benefits from the worldwide growth in environmental safety and compliance regulations, new infrastructure build-out in emerging economies, transition to clean energy products such as liquefied natural gas and hydrogen, growth in demand for cryogenic gases and electric vehicle charging, consolidation in the convenience retail sector, increased digitization of convenience stores and fuel retailing, as well as secular growth in automated vehicle wash systems and solutions. The Imaging & Identification segment leverages its unique product offering containing equipment, consumables, software and services to address market needs and requirements, including increased regulation for supply chain transparency in fast moving consumer goods, adoption of more stringent food safety regulations in emerging economies, and growing demand for product traceability and brand protection.

The Pumps & Process Solutions segment is focused on capturing growth in its installed base, in biological drug production and the shift toward single-use manufacturing processes. The segment's offerings address the increased demand for liquid cooling requirements for certain electronics (including in data center infrastructure), and investment in midstream energy, power generation and grid infrastructure (including growing sophistication of fluid transfer and rotating machinery components, measurement, inspection, instrumentation, and digital controls). The segment also supports virgin, recycled plastics, and polymers production and energy transition investments into wind power, hydrogen compression and carbon capture. The Climate & Sustainability Technologies segment is responding to customers' demand for increased energy efficiency and sustainability in food retail merchandising solutions, including the growing adoption rates for centralized CO2 refrigeration systems, as well as increasing demand for sustainable heating and cooling solutions, including in residential and commercial heat pumps and liquid cooling infrastructure for data centers, and in sustainability-driven growing global demand for aluminum beverage cans. The company aims to capture growth by making organic investments in capacity expansion, automation and productivity improvement, research and development, developing new products and technologies, improving digital capabilities and expanding geographic coverage.

The company is committed to generating sustainable returns on invested capital well above the cost of capital across all of its businesses. The company continually evaluates and pursues opportunities to improve efficiency, margin and return on capital, which it accomplishes through continuous, effective management and productivity initiatives, automation and productivity capital expenditures, restructuring, product complexity reduction, improvement in footprint utilization, strategic pricing, and ongoing portfolio management. The company's center-led margin expansion initiatives are focused on four core enterprise capabilities: leveraging the Digital Labs team to enhance internal and market-facing digital capabilities, improving utilization and optimization of the manufacturing footprint through centralized resources and investment, further centralizing shared services under Dover Business Services, and investing in the India Innovation Center shared services. The build-out of these functions is largely complete, delivering cost and process efficiencies to the Company and enabling scale benefits with future growth.

The company's Dover Digital Labs consists of a team of software developers, AI engineers and scientists, automation engineers, product security engineers, and product managers who provide digital capabilities to enhance the customer experience, develop connected industrial products and artificial intelligence-based models. The Dover Business Services team has approximately 650 ⁴⁷ professionals, providing important transactional and value-added shared services to the businesses. The India Innovation Center has a team of approximately 750 ⁴⁸ engineers and IT professionals that the businesses rely on to leverage for product engineering, digital solutions development, data and information management, research and development and intellectual property services. The company plans to make average annual investments in capital spending of approximately 2% ⁴⁹ of revenue with a focus on internal projects designed to expand market participation and manufacturing capacity, drive further adoption of e-commerce and digital capabilities, and improve productivity.

The company estimates capital expenditures in 2026 to range from $190.0 million ⁵⁰ to $210.0 million ⁵¹. The company's capital allocation priorities include deploying free cash flow toward high-return and high-confidence organic reinvestments aimed at growing, improving and strengthening the businesses, as well as through inorganic investments that synergistically improve the quality of the portfolio. The company is committed to returning excess capital to shareholders through growing dividends and opportunistic share repurchases. In August 2023, the Company's Board of Directors approved a standing share repurchase authorization whereby the Company may repurchase up to 20 million ⁵² shares beginning on January 1, 2024 through December 31, 2026. As of December 31, 2025, 14,596,708 ⁵³ shares remained authorized for repurchase under the August 2023 share repurchase authorization. Research and development costs were $165.3 million ⁵⁴ for the year ended December 31, 2025, and $149.6 million ⁵⁵ for the year ended December 31, 2024.

The company faces structural headwinds including recessions, adverse market conditions or downturns in the markets it serves, which could adversely affect its operations. The company is subject to risks relating to its existing international operations and expansion into new geographical markets, as approximately 46% ⁵⁶ of its revenues for both 2025 and 2024 were derived outside the United States. The company's operations, businesses, products and business strategy are subject to cybersecurity risks, and the company has experienced, and will continue to experience, cyber incidents in the normal course of business. The company's exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact its results of operations, particularly the euro, Chinese renminbi (yuan), Swedish krona, pound sterling, Indian rupee, Singapore dollar, Swiss franc, and Canadian dollar.

The company faces risks from increasing product, service and price competition by international and domestic competitors, including new entrants, and the inability to introduce new and competitive products could cause its businesses to generate lower revenue, operating profits and cash flows. The company's operating results depend in part on the timely development and commercialization, and customer acceptance, of new and enhanced products, digital solutions and support services based on technological innovation. The company could lose customers or generate lower revenue, operating profits and cash flows if there are significant increases in the cost of its raw materials or components, or if suppliers are not able to meet its quality and delivery requirements. The company's growth and results of operations may be adversely affected if it is unsuccessful in its capital allocation and acquisition program.

The company's operations are exposed to volatility due to changes in general economic conditions or consumer preferences, recessions or adverse conditions in the markets it serves, which could adversely impact overall sales, operating results (including potential impairment charges for goodwill or other long-lived assets) and cash flows. Approximately 46% ⁵⁷ of revenues for both 2025 and 2024 were derived outside the United States, exposing the company to political, social and economic instability, government import and export controls, economic sanctions, embargoes or trade restrictions, and the imposition of duties and tariffs. The company's growth and results of operations may be adversely affected if it is unsuccessful in its capital allocation and acquisition program, and there can be no assurance that it will be able to continue to find suitable businesses to purchase or that a completed acquisition may underperform relative to expectations. The company faces significant and persistent cybersecurity risks, and while it has not identified any specific risks from cybersecurity threats that have materially affected it, there can be no assurances that a cybersecurity threat or incident that could have a material impact will not occur in the future. The company's exposure to exchange rate fluctuations on cross-border transactions and the translation of local currency results into U.S. dollars could negatively impact its results of operations, particularly from the euro, Chinese renminbi (yuan), Swedish krona, pound sterling, Indian rupee, Singapore dollar, Swiss franc, and Canadian dollar.

Management's message emphasizes a commitment to delivering shareholder value creation through a combination of sustained profitable growth, operational excellence, superior free cash flow generation and productive capital re-deployment while adhering to a conservative financial policy. The company's goals include achieving organic sales growth above that of gross domestic product (4% to 6% annually on average) ⁵⁸ over a long-term business cycle, absent prolonged adverse economic conditions, complemented by growth through strategic acquisitions. Management also focuses on improving returns on capital and earnings margin by enhancing operational capabilities and making investments across the organization in growth capacity expansion, digital capabilities, automation, operations management, information technology, shared services, and talent. The company aims to enhance shareholder returns through the productive re-deployment of free cash flow, prioritizing high-return and high-confidence organic reinvestments and inorganic investments that synergistically improve the quality of the portfolio, supported by a financial policy that includes a prudent approach to financial leverage and a disciplined approach to capital allocation.