Dover Corporation · 10-Q · Item 2 MD&A

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Refer to the section below entitled "Special Note Regarding Forward-Looking Statements" for a discussion of factors that could cause our actual results to differ from the forward-looking statements contained below and throughout this quarterly report.

Throughout this Management’s Discussion and Analysis of Financial Condition and Results of Operations ("MD&A"), we refer to measures used by management to evaluate performance, including a number of financial measures that are not defined under accounting principles generally accepted in the United States of America ("GAAP"). Please see "Non-GAAP Disclosures" at the end of this Item 2 for further detail on these financial measures. We believe these measures provide investors with important information that is useful in understanding our business results and trends. Reconciliations within this MD&A provide more details on the use and derivation of these measures.

OVERVIEW

Dover 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's entrepreneurial business model encourages, promotes and fosters deep customer engagement and collaboration, which has led to Dover's well-established and valued reputation for providing superior customer service and industry-leading product innovation. Unless the context indicates otherwise, references herein to "Dover," "the Company," and words such as "we," "us," or "our" include Dover Corporation and its consolidated subsidiaries.

Dover's five operating segments are as follows:

•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, precision soldering and fluid dispensing end-markets.

•Our 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 (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 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 to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.

•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, polymer processing equipment, 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, wire and cable, food and beverage, semiconductor production and medical applications and other end-markets.

•Our Climate & Sustainability Technologies segment is a provider of innovative and energy-efficient equipment, components, solutions, services and parts for the commercial refrigeration, heating and cooling and beverage can-making equipment end-markets.

In the second quarter of 2026, revenue was $2.2 billion, which increased $140.4 million, or 6.9%, as compared to the second quarter of 2025. This increase was driven by organic revenue growth of 4.8%, T1acquisition-related revenue growth of 1.2%, and a favorable impact from foreign currency translation of 0.9%. Revenue growth was primarily led by robust demand in our secular-growth-exposed end markets as well as broad-based, constructive trading conditions across most of our businesses. The acquisition-related growth was primarily driven by our acquisitions in the Pumps & Process Solutions segment.

The 4.8% organic revenue growth for the second quarter of 2026 was driven by increases across all of our segments. For further information, see "Segment Results of Operations" within this Item 2.

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From a geographic perspective, organic revenue for the U.S., our largest market, increased 7.9% in the second quarter of 2026 compared to the prior year comparable quarter, primarily driven by an increase in organic revenue in the Clean Energy & Fueling, Climate & Sustainability Technologies, and Pumps & Process Solutions segments. Organic revenue increased for the Other Americas and Asia by 8.8% and 8.5%, respectively, and decreased for Europe and all other geographic markets by 5.0%, and 0.9%, respectively.

T2Bookings were $2.3 billion for the three months ended June 30, 2026, an increase of $322.8 million or 16.1% compared to the prior year comparable quarter. Bookings increased across all segments and most notably in the Climate & Sustainability Technologies segment.

T3Restructuring and other costs for the three months ended June 30, 2026 were $24.6 million, which included restructuring charges of $17.0 million and other costs of $7.6 million. Restructuring and other costs were primarily related to headcount reductions and exit costs in the Climate & Sustainability Technologies and Engineered Products segments. For further discussion related to our restructuring and other costs, see "Restructuring and Other Costs (Benefits)," within this Item 2.

During the three months ended June 30, 2026, T4the Company received a total of 153,652 shares upon completion of the $500.0 million accelerated repurchase program (the "ASR Program"), totaling 2,487,662. The total number of shares repurchased 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.

CONSOLIDATED RESULTS OF OPERATIONS

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Revenue

Revenue for the three months ended June 30, 2026 increased $140.4 million, or 6.9%, from the prior year comparable quarter. T5The increase in revenue was driven by organic revenue growth of 4.8%, with organic growth across all five segments, acquisition-related growth of 1.2%, and a favorable impact from foreign currency translation of 0.9%. Customer pricing favorably impacted revenue by approximately 2.2% in the second quarter of 2026 and by 1.9% in the prior year comparable quarter.

Revenue for the six months ended June 30, 2026 increased $328.0 million, or 8.4%, from the prior year comparable period. The increase in revenue was driven by organic revenue growth of 5.0%, primarily in our Clean Energy & Fueling and Climate & Sustainability Technologies segments, a favorable impact from foreign currency translation of 1.9%, and acquisition-related growth of 1.5%, primarily in our Pumps & Process Solutions segment. Customer pricing favorably impacted revenue by approximately 2.0% for the six months ended June 30, 2026 and by 1.6% in the prior year comparable period.

Gross Profit

Gross profit for the three months ended June 30, 2026 increased $62.3 million, or 7.6%, and T6gross profit margin increased 30 basis points to 40.2%, versus the prior year comparable quarter. The gross profit margin increase was primarily driven by favorable price versus cost dynamics, operating leverage from volume growth and benefits from restructuring actions.

Gross profit for the six months ended June 30, 2026 increased $115.0 million, or 7.4%, and gross profit margin decreased by 30 basis points to 39.6%, from the prior year comparable period. The gross profit margin decrease was due to an unfavorable portfolio mix, partially offset by productivity initiatives and benefits from restructuring actions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2026 increased $25.2 million, or 5.4%, from the prior year comparable quarter, primarily due to increases in employee compensation and benefits. As a percentage of revenue, selling, general and administrative expenses decreased 30 basis points as compared to the prior year comparable quarter to 22.3%.

Selling, general and administrative expenses for the six months ended June 30, 2026 increased $68.2 million, or 7.5%, from the prior year comparable period, primarily due to increased employee compensation and benefits. Selling, general and administrative expenses as a percentage of revenue decreased 20 basis points as compared to the prior year comparable period to 23.1%.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $40.4 million and $40.8 million for the three months ended June 30, 2026 and 2025, respectively, and $80.0 million and $78.3 million for the six months ended June 30, 2026 and 2025, respectively. The costs as a percentage of revenue were 1.8% and 1.9% for the three and six months ended June 30, 2026, respectively, and 2.0% for both the three and six months ended June 30, 2025.

Non-Operating Items

Interest Expense, net

For the three and six months ended June 30, 2026, interest expense, net of interest income, increased $5.7 million, or 64.1%, to $14.5 million and $13.8 million, or 85.1%, to $30.0 million, respectively, compared to the prior year comparable period. The increases were primarily due to lower interest income from redemption of highly liquid short-term investments and higher interest expense incurred from the issuance of the €550.0 million 3.50% euro-denominated notes in the fourth quarter of 2025.

Income Taxes

The effective tax rates for the three months ended June 30, 2026 and 2025 were 19.4% and 20.4%, respectively. The decrease in the effective tax rate for the three months ended June 30, 2026 relative to the prior year comparable quarter was primarily driven by an internal reorganization in 2026.

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The effective tax rates for the six months ended June 30, 2026 and 2025 were 19.7% and 19.8%, respectively.

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 condensed consolidated financial statements.

The Company is continuing to monitor the changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting. We do not expect this to have a material impact on our effective tax rate.

Earnings from Continuing Operations

Earnings from continuing operations for the three months ended June 30, 2026 increased 11.6% to $312.5 million, or $2.31 diluted earnings per share from continuing operations, compared to $280.1 million, or $2.03 diluted earnings per share from continuing operations in the prior year comparable quarter. The increase in earnings from continuing operations was driven by higher operating earnings primarily as a result of strong revenue growth, favorable price versus cost dynamics, and benefits from restructuring actions, partially offset by an increase in employee compensation and benefits expense.

Earnings from continuing operations for the six months ended June 30, 2026 increased 6.1% to $551.3 million, or $4.06 diluted earnings per share from continuing operations, from $519.4 million, or $3.76 diluted earnings per share from continuing operations, in the prior year comparable period. The increase in earnings from continuing operations is driven by strong revenue growth in the current period partially offset by unfavorable portfolio mix, and increases in employee compensation and benefits expense and interest expense, net.

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SEGMENT RESULTS OF OPERATIONS

The summary that follows provides a discussion of the results of operations of each of our five reportable operating segments (Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies). Each of these segments is comprised of various product and service offerings that serve multiple markets. We evaluate our operating segment performance based on segment earnings as defined in Note 16 — Segment Information in the condensed consolidated financial statements in Item 1 of this Form 10-Q.

We report organic revenue growth (a non-GAAP measure) which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures. We believe that reporting organic revenue growth provides a useful comparison of our revenue performance and trends between periods. See "Non-GAAP Disclosures" at the end of this Item 2.

Additionally, we use the following operational metrics in monitoring the performance of the business. We believe the operational metrics are useful to investors and other users of our financial information in assessing the performance of our segments:

•Bookings represent total orders received from customers in the current reporting period and exclude de-bookings related to orders received in prior periods, if any. This metric is an important measure of performance and an indicator of order trends.

•Book-to-bill is a ratio of the amount of bookings received from customers during a period divided by the amount of revenue recorded during that same period. This metric is a useful indicator of demand.

Engineered Products

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, precision soldering and fluid dispensing end-markets.

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Second Quarter 2026 Compared to the Second Quarter 2025

Engineered Products revenue for the second quarter of 2026 increased $7.5 million, or 2.7%, as compared to the second quarter of 2025, driven by organic growth of 2.1% and a favorable impact from foreign currency translation of 0.6%. Customer pricing favorably impacted revenue by approximately 3.0% in the second quarter of 2026 and in the prior year comparable quarter.

The organic revenue growth was primarily driven by pricing actions and solid demand trends in aerospace and defense components, fluid dispensing, and industrial winches, partially offset by lower vehicle service demand in Europe. The growth outlook is favorable for the second half of the year as we expect stable volumes in vehicle services and constructive demand conditions across key end markets, most notably in aerospace and defense.

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Engineered Products segment earnings increased $4.3 million, or 8.0%, compared to the second quarter of 2025. The increase was primarily driven by pricing actions, volume leverage, productivity initiatives and carry-over benefits from restructuring actions taken in 2025, partially offset by inflationary impacts, and lower vehicle service volume. Segment earnings margin increased to 20.4% from 19.4% as compared to the prior year comparable quarter.

Overall bookings increased 0.2% as compared to the prior year comparable quarter. The bookings increase was driven by strength in our aerospace and defense business and precision soldering and fluid dispensing demand. Segment book-to-bill was 0.98.

Engineered Products revenue for the six months ended June 30, 2026 increased $19.5 million, or 3.7%, compared to the prior year comparable period. This was comprised of organic revenue growth of 2.1% and a favorable impact from foreign currency translation of 1.6%. The organic revenue growth was primarily driven by pricing actions and solid demand trends in aerospace and defense components, fluid dispensing, and industrial winches, partially offset by lower vehicle service demand in Europe. Customer pricing favorably impacted revenue by approximately 2.6% and by 2.1% in the prior year comparable period.

Segment earnings for the six months ended June 30, 2026 increased $5.2 million, or 5.3%, as compared to the 2025 comparable period. The increase was primarily driven by pricing actions, productivity initiatives and carry-over benefits from restructuring actions taken in 2025, partially offset by inflationary impacts and lower volumes in vehicle service. Segment earnings margin increased to 18.7% from 18.4% as compared to the prior year comparable period.

Clean Energy & Fueling

Our 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 (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.

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Second Quarter 2026 Compared to the Second Quarter 2025

Clean Energy & Fueling revenue for the second quarter of 2026 increased $48.9 million, or 8.9%, as compared to the second quarter of 2025, driven by organic growth of 8.6%, a favorable foreign currency translation impact of 0.2% and acquisition-related growth of 0.1%. Acquisition-related growth was driven by the acquisition of Site IQ, LLC in the third quarter of 2025. Customer pricing favorably impacted revenue in the second quarter of 2026 by approximately 2.9% and by 1.7% in the prior year comparable quarter.

T7The organic revenue growth was primarily driven by pricing actions and favorable demand trends in our above and below-ground retail fueling and clean energy components businesses. We expect positive demand trends to continue in the second half of the year driven by a favorable demand outlook across major end markets.

Clean Energy & Fueling segment earnings increased $20.8 million, or 19.3%, over the prior year comparable quarter. The increase was primarily driven by volume growth, productivity actions and favorable price versus cost dynamics. Segment earnings margin increased to 21.6% from 19.7% as compared to prior year comparable quarter.

Overall bookings increased 14.4% as compared to the prior year comparable quarter. The bookings increase was primarily driven by demand in clean energy components and above and below-ground retail fueling. Segment book-to-bill was 1.01.

Clean Energy & Fueling segment revenue increased $112.5 million, or 10.8%, as compared to the six months ended June 30, 2025, attributable to organic growth of 9.8%, a favorable foreign currency translation impact of 0.9% and acquisition-related growth of 0.1%. Organic revenue growth was driven by pricing actions and strong demand in our above and below-ground retail fueling and clean energy components businesses. Customer pricing favorably impacted revenue by approximately 2.5% and by approximately 1.5% in the prior year comparable period.

Clean Energy & Fueling segment earnings increased $34.2 million or 17.7%, for the six months ended June 30, 2026. The increase was primarily driven by volume growth, productivity actions and favorable price versus cost dynamics. Segment earnings margin increased to 19.8% from 18.6% in the prior year comparable period.

Imaging & Identification

Our 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 to the global packaged and consumer goods, pharmaceutical, industrial manufacturing, textile and other end-markets.

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Second Quarter 2026 Compared to the Second Quarter 2025

Imaging & Identification revenue for the second quarter of 2026 increased $13.1 million, or 4.5%, as compared to the second quarter of 2025, driven by organic revenue growth of 2.9% and a favorable impact from foreign currency translation of 1.6%. Customer pricing favorably impacted revenue in the second quarter of 2026 by approximately 0.6% and by approximately 4.1% in the prior year comparable quarter.

The organic revenue growth was primarily driven by growth in demand for core marking and coding equipment and serialization software. We expect constructive demand trends to continue in the second half of the year.

Imaging & Identification segment earnings increased $8.0 million, or 10.4%, over the prior year comparable quarter. The increase was primarily driven by volume growth, favorable price versus cost dynamics and productivity initiatives. Segment earnings margin increased to 27.9% from 26.3% in the prior year comparable quarter.

Overall bookings increased 3.7% as compared to the prior year comparable quarter. The bookings increase was primarily driven by order strength in our core marking and coding business. Segment book-to-bill was 0.99.

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%. The organic revenue decline was primarily due to shipment timing for marking and coding equipment, partially offset by pricing actions. Customer pricing favorably impacted revenue by approximately 0.9% and 3.2% in the prior year comparable period.

Imaging & Identification segment earnings increased $7.9 million, or 5.1%, for the six months ended June 30, 2026 over the prior year comparable period. The increase was primarily driven by pricing actions and productivity initiatives, partially offset by lower volumes and inflationary costs. Segment earnings margin increased to 27.5% from 27.0% in the prior year comparable period.

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Pumps & Process Solutions

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, polymer processing equipment, 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, wire and cable, food and beverage, semiconductor production and medical applications and other end-markets.

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Second Quarter 2026 Compared to the Second Quarter 2025

Pumps & Process Solutions revenue for the second quarter of 2026 increased $32.2 million, or 6.2%, as compared to the second quarter of 2025, driven by acquisition-related growth of 4.9%, a favorable impact from foreign currency translation of 0.9% and an organic revenue growth of 0.4%. Acquisition-related growth was driven by the acquisitions of Sikora AG and ipp Pump Products GmbH in the second quarter of 2025. Customer pricing favorably impacted revenue in the second quarter of 2026 by approximately 1.5% and by approximately 1.7% in the prior year comparable quarter.

The organic revenue growth was primarily driven by robust demand for products used in electrification and power generation infrastructure, single-use biopharma components, and industrial pumps, partially offset by anticipated revenue declines in our polymer processing solutions business as customers continue to focus on optimizing the significant capacity investments made over the last several years. We expect the organic growth to trend positively in the second half of the year.

Pumps & Process Solutions segment earnings increased $19.3 million, or 12.1%, over the prior year comparable quarter. The increase was driven by favorable price versus cost dynamics, positive portfolio mix and the impact from acquisitions, partially offset by lower volumes in our polymer processing solutions business. Segment earnings margin increased to 32.4% from 30.6% in the prior year comparable quarter.

Overall bookings increased 11.3% as compared to the prior year comparable quarter. The bookings increase was primarily driven by positive demand trends in the biopharmaceutical end market, as well as the favorable impact from acquisitions. Segment book-to-bill was 1.07.

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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%. The organic decline was primarily due to expected declines in our polymer processing solutions business, offset by products used in electrification and power generation infrastructure, single-use biopharma components, and industrial pumps. Customer pricing favorably impacted revenue by approximately 1.5% in both the first half of 2026 and in the prior year comparable period.

Pumps & Process Solutions segment earnings increased $37.6 million, or 12.1%, for the six months ended June 30, 2026 over the prior year comparable period. The increase was driven by favorable price versus cost dynamics, positive portfolio mix and the impact from acquisitions, partially offset by lower volumes in our polymer processing solutions business. Segment earnings margin increased to 31.9% from 30.6% from the prior year comparable period.

Climate & Sustainability Technologies

Our 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.

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Second Quarter 2026 Compared to the Second Quarter 2025

Climate & Sustainability Technologies revenue increased $38.9 million, or 9.4%, as compared to the second quarter of 2025, driven by organic revenue growth of 8.3% and a favorable impact from foreign currency translation of 1.1%. Customer pricing favorably impacted revenue in the second quarter of 2026 by approximately 2.6% and by approximately 0.2% in the prior year comparable quarter.

The organic revenue growth was primarily driven by continued strong demand in CO2 refrigerant systems and growth in refrigerated door case volumes, as well as accelerating demand for heat exchangers used in data center cooling and other applications. We expect organic growth trends to remain constructive in the second half of the year.

Climate & Sustainability Technologies segment earnings decreased $1.4 million, or 1.9%, over the prior year comparable quarter. The decrease in segment earnings was primarily due to costs relating to the timing of footprint consolidation projects and production ramp costs in retail refrigeration, partially offset by the favorable impact from higher volumes. Segment earnings margin decreased to 16.7% from 18.6% in the prior year comparable quarter.

Bookings in the second quarter of 2026 increased 45.8% from the prior year comparable quarter. The bookings increase was primarily driven by demand strength in retail refrigeration and heat exchangers, including longer lead-time orders. Segment book-to-bill was 1.23.

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Climate & Sustainability Technologies segment revenue increased $102.1 million, or 13.4%, compared to the six months ended June 30, 2025, reflecting organic revenue growth of 11.5%, and a favorable foreign currency translation impact of 1.9%. The organic revenue growth for the six months ended June 30, 2026 was driven by favorable demand trends in retail refrigeration and heat exchanger applications. Customer pricing favorably impacted revenue by approximately 2.3% and 0.2% in the prior year comparable period.

Climate & Sustainability Technologies segment earnings increased $10.4 million, or 8.1%, for the six months ended June 30, 2026, as compared to the prior year comparable period. The earnings increase was primarily driven by the favorable impact from higher volumes and the favorable mix impact from CO2 refrigerant systems growth in retail refrigeration, partially offset by costs relating to the timing of footprint consolidation projects and production ramp costs in retail refrigeration. Segment earnings margin decreased to 16.1% from 16.9% in the prior year comparable period.

Reconciliation of Segment Earnings to Earnings from Continuing Operations

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Engineered Products

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Clean Energy & Fueling

Imaging & Identification

Pumps & Process Solutions

Climate & Sustainability Technologies

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Purchase accounting expenses (1)

Restructuring and other costs (2)

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(1) Purchase accounting expenses are primarily comprised of amortization of acquired intangible assets.

(2) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges.

(3) Gain on dispositions, including post-closing adjustments.

(4) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital and IT overhead costs, deal-related expenses and various administrative expenses relating to the corporate headquarters.

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Restructuring and Other Costs (Benefits)

Restructuring and other costs are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. During the three and six months ended June 30, 2026, we incurred restructuring charges of $17.0 million and $47.2 million and other costs, net of $7.6 million and $14.2 million, respectively. Restructuring charges for 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. These restructuring programs were initiated in 2025 and 2026 and the Company will continue to make proactive adjustments to its cost structure to align with current demand trends.

Other costs, net of $7.6 million and $14.2 million for the three and six months ended June 30, 2026 include $4.3 million and $7.3 million, respectively, in costs associated with a footprint reduction in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statements of earnings. Additional programs beyond the scope of the announced programs may be implemented during 2026 with related restructuring and other cost charges.

We recorded the following restructuring and other costs for the three and six months ended June 30, 2026:

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Imaging & Identification

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Imaging & Identification

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$

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Restructuring and other costs for the three and six months ended June 30, 2025 include restructuring charges of $13.5 million and $21.8 million and other costs, net of $9.7 million and $10.8 million. Restructuring charges for the three and six months ended June 30, 2025 were primarily related to exit costs and headcount reductions in the Climate & Sustainability Technologies, Pumps & Process Solutions and Clean Energy & Fueling segments. These restructuring programs were initiated in 2024 and 2025 and were undertaken in light of current market conditions. Other costs, net of $9.7 million and $10.8 million for the three and six months ended June 30, 2025 primarily relate to $4.0 million in costs associated with a product line exit in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings.

We recorded the following restructuring and other costs for the three and six months ended June 30, 2025:

(in thousands)

Engineered Products

Clean Energy & Fueling

Imaging & Identification

Pumps & Process Solutions

Climate & Sustainability Technologies

Corporate

Total

Restructuring

$

$

$

$

$

$

$

Other costs (benefits), net

(5)

Restructuring and other costs

$

$

$

$

$

$

$

(in thousands)

Engineered Products

Clean Energy & Fueling

Imaging & Identification

Pumps & Process Solutions

Climate & Sustainability Technologies

Corporate

Total

Restructuring

$

$

$

$

$

$

$

Other costs (benefits), net

Restructuring and other costs

$

$

$

$

$

$

$

Purchase Accounting Expenses

Purchase accounting expenses primarily relate to amortization of acquired intangible assets. These expenses are not presented in our segment earnings because they are excluded from the segment operating performance measure reviewed by management. These expenses reconcile to segment earnings as follows:

Three Months Ended June 30,

Six Months Ended June 30,

(in thousands)

Purchase Accounting Expenses

Engineered Products

$

$

$

$

Clean Energy & Fueling

Imaging & Identification

Pumps & Process Solutions

Climate & Sustainability Technologies

Total

$

$

$

$

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FINANCIAL CONDITION

We assess our liquidity in terms of our ability to generate cash to fund our operating, investing and financing activities. Significant factors affecting liquidity are cash flows generated from operating activities, capital expenditures, acquisitions, dispositions, dividends, repurchase of outstanding shares, adequacy of available commercial paper and bank lines of credit and the ability to attract long-term capital with satisfactory terms. We generate substantial cash from the operations of our businesses and remain in a strong financial position, with sufficient liquidity available for upcoming debt maturities and for reinvestment in existing businesses and strategic acquisitions.

Cash Flow Summary

The following table is derived from our condensed consolidated statements of cash flows:

Six Months Ended June 30,

Cash Flows from Operations (in thousands)

Net cash flows provided by (used in):

Operating activities

$

$

Investing activities

Financing activities

Operating Activities

Cash flow from operating activities for the six months ended June 30, 2026 increased by $57.4 million compared to June 30, 2025, primarily driven by higher operating earnings during the period.

Adjusted Working Capital: We believe adjusted working capital (a non-GAAP measure calculated as receivables, plus inventory, less accounts payable) provides a meaningful measure of liquidity by showing changes caused by operational results.

The following table provides a calculation of adjusted working capital:

Adjusted Working Capital (in thousands)

Receivables, net

$

$

Inventories, net

Less: Accounts payable

Adjusted working capital

$

$

Adjusted working capital has increased by $219.4 million, or 12.4%, for the six months ended June 30, 2026, driven by an increase of $151.0 million in net receivables and an increase of $148.5 million in net inventory, partially offset by an increase in accounts payable of $80.1 million. These amounts include the effects of acquisitions and foreign currency translation. Accounts receivable increased compared to the prior year as a result of higher revenue generation during the period. Inventories increased to support higher volume deliveries expected over the next several quarters, as supported by the order book and in line with historical seasonality. These factors also led to an increase in accounts payable.

Investing Activities

Cash flow from investing activities is derived from cash outflows for capital expenditures and acquisitions. The majority of the activity in investing activities was comprised of the following:

•Capital spending: Capital expenditures decreased $1.5 million during the six months ended June 30, 2026, compared to the six months ended June 30, 2025, in line with our planned capital expenditures for the year.

•Acquisitions: During the six months ended June 30, 2026, we deployed approximately $0.7 million to acquire one business within the Engineered Products segment. In comparison, during the six months ended June 30, 2025, we deployed approximately $658.5 million, net to acquire three business within the Pumps & Process Solutions segment. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

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We anticipate that capital expenditures and any additional acquisitions we make through the remainder of 2026 will be funded from available cash and internally generated funds and, if necessary, through the issuance of commercial paper, or by accessing the public debt or equity markets. T8We estimate capital expenditures in 2026 to range from $190.0 million to $210.0 million.

Financing Activities

Cash flow from financing activities generally relates to the use of cash for payment of dividends, purchases of our common stock, and cash payments related to the settlement of tax obligations for exercises of share-based awards. The majority of financing activity was attributed to the following:

•Repurchase of common stock: During the six months ended June 30, 2026, the Company repurchased a total of 250,000 shares for $53.9 million. During the six months ended June 30, 2025, the Company repurchased a total of 200,000 shares for $40.7 million. See Note 17 — Stockholders' Equity in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

•Dividend payments: Total dividend payments to common shareholders were $140.4 million during the six months ended June 30, 2026, as compared to $142.0 million during the same period in 2025. Our dividends paid per common share increased 1.0% to $1.04 during the six months ended June 30, 2026 compared to $1.03 during the same period in 2025.

Liquidity and Capital Resources

Free Cash Flow

In addition to measuring our cash flow generation and usage based upon the operating, investing and financing classifications included in the condensed consolidated statements of cash flows, we also measure free cash flow (a non-GAAP measure) which represents net cash provided by operating activities minus capital expenditures. Free cash flow as a percentage of revenue equals free cash flow divided by revenue. Free cash flow as a percentage of earnings from continuing operations equals free cash flow divided by earnings from continuing operations. We believe that free cash flow is an important measure of liquidity because it provides management and investors a measurement of cash generated from operations that may be available for mandatory payment obligations and investment opportunities, such as funding acquisitions, paying dividends, repaying debt and repurchasing our common stock.

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)

Cash flow provided by operating activities

$

$

Less: Capital expenditures

Free cash flow

$

$

Cash flow from operating activities as a percentage of revenue

%

%

Cash flow from operating activities as a percentage of earnings from continuing operations

%

%

Free cash flow as a percentage of revenue

%

%

Free cash flow as a percentage of earnings from continuing operations

%

%

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. Free cash flow for the six months ended June 30, 2026 increased $58.9 million, compared to June 30, 2025, primarily driven by higher operating earnings.

Capitalization

We use commercial paper borrowings for general corporate purposes, including the funding of acquisitions and the repurchase of our common stock. As of June 30, 2026, we maintained a $1.5 billion five-year unsecured revolving credit facility (the "Credit Agreement") with a syndicate of banks which expires April 2, 2031. The Credit Agreement is designated as a liquidity

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back-stop for the Company's commercial paper program and also is available for general corporate purposes. The previous $1.0 billion five-year unsecured revolving credit facility was terminated upon execution of the new credit facility and the previous $500.0 million 364-day unsecured revolving credit facility expired on the same day. There were no outstanding borrowings under the new Credit Agreement as of June 30, 2026 or previous five-year and 364-day credit facilities as of December 31, 2025.

At the Company's election, loans under the Credit Agreements will bear interest at a base rate plus an applicable margin. The Credit Agreements require the Company to pay facility fees and impose various restrictions on the Company such as, among other things, a requirement to maintain an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at June 30, 2026 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 36.9 to 1. We are not aware of any potential impairment to our liquidity and expect to remain in compliance with all of our debt covenants.

We also have a current shelf registration statement filed with the Securities and Exchange Commission that allows for the issuance of additional debt securities that may be utilized in one or more offerings on terms to be determined at the time of the offering. Net proceeds of any offering would be used for general corporate purposes, including repayment of existing indebtedness, capital expenditures and acquisitions.

At June 30, 2026, our cash and cash equivalents totaled $1.8 billion, of which approximately $602.5 million was held outside the United States. At December 31, 2025, our cash and cash equivalents totaled $1.7 billion, of which approximately $447.8 million was held outside the United States. Cash and cash equivalents are held primarily in bank deposits with highly rated banks. We regularly hold cash in excess of near-term requirements in bank deposits or invest the funds in government money market instruments or short-term investments, which consist of investment grade time deposits with original maturity dates at the time of purchase of no greater than three months.

We utilize the net debt to net capitalization calculation (a non-GAAP measure) to evaluate our capital structure and assess our overall financial leverage and capacity and believe the calculation is useful to investors for the same reason. Net debt represents total debt minus cash and cash equivalents. Net capitalization represents net debt plus stockholders' equity. The following table provides a calculation of net debt to net capitalization from the most directly comparable GAAP measures:

Net Debt to Net Capitalization Ratio

(dollars in thousands)

Current portion of long-term debt

$

$

Long-term debt

Total debt

Less: Cash and cash equivalents

Net debt

Add: Stockholders' equity

Net capitalization

$

$

Net debt to net capitalization

%

%

Our net debt to net capitalization ratio decreased to 16.3% at June 30, 2026 compared to 18.2% at December 31, 2025. Net debt decreased $147.1 million during the period primarily driven by an increase in cash and cash equivalents and a decrease in value of the euro-denominated debt resulting from foreign currency translation adjustments. Stockholders' equity increased for the period primarily driven by current earnings of $550.7 million, partially offset by dividends paid and share repurchases for the period.

Operating cash flow and access to capital markets are expected to satisfy our various cash flow requirements, including acquisitions, capital expenditures, purchase obligations, debt maturities, and lease obligations. Acquisition spending and/or share repurchases could potentially increase our debt.

We believe that existing sources of liquidity are adequate to meet anticipated funding needs at current risk-based interest rates for the foreseeable future.

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Critical Accounting Estimates

Our condensed consolidated financial statements and related public financial information are based on the application of GAAP which requires the use of estimates, assumptions, judgments and subjective interpretations of accounting principles that have an impact on the assets, liabilities, revenue and expense amounts reported. These estimates can also affect supplemental information contained in our public disclosures, including information regarding contingencies, risk and our financial condition. We believe our use of estimates and underlying accounting assumptions conform to GAAP and are consistently applied. We review valuations based on estimates for reasonableness on a consistent basis.

Recent Accounting Standards

See Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements in Item 1 of this Form 10-Q. The adoption of recent accounting standards as included in Note 19 — Recent Accounting Pronouncements in the condensed consolidated financial statements has not had, and is not expected to have, a significant impact on our revenue, earnings or liquidity.

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Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, especially MD&A, contains "forward-looking" statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All statements in this document other than statements of historical fact are statements that are, or could be deemed, "forward-looking" statements. Some of these statements may be indicated by words such as "may", "anticipate", "expect", "believe", "intend", "continue", "guidance", "estimates", "suggest", "will", "plan", "should", "would", "could", "forecast" and other words and terms that use the future tense or have a similar meaning. Forward-looking statements are based on current expectations and are subject to numerous important risks, uncertainties, and assumptions, including those described in our Annual Report on Form 10-K for the year ended December 31, 2025.

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 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; 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, including our Annual Report on Form 10-K for the year ended December 31, 2025.

The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

The Company may, from time to time, post financial or other information on its website, www.dovercorporation.com. The website is for informational purposes only and is not intended for use as a hyperlink. The Company is not incorporating any material on its website into this report.

Non-GAAP Disclosures

In an effort to provide investors with additional information regarding our results as determined by GAAP, we also disclose non-GAAP information, which we believe provides useful information to investors. Free cash flow, free cash flow as a percentage of revenue, free cash flow as a percentage of earnings from continuing operations, net debt, net capitalization, net debt to net capitalization ratio, adjusted working capital, and organic revenue growth are not financial measures under GAAP and should not be considered as a substitute for cash flows from operating activities, debt or equity, working capital or revenue as determined in accordance with GAAP, and they may not be comparable to similarly titled measures reported by other companies.

Reconciliations and comparisons to non-GAAP measures can be found above in this Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations.