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DOVDover Corporation

Industrials · Construction Machinery · NYSE
Employees
24,000
Headquarters
Downers Grove, IL
CEO
Richard J. Tobin
Next results
around Jan 28, 2027
Compare with peers → Embed

10-K 0000029905-26-000009 (2026-02-13) vs 10-K 0000029905-25-000006 (2025-02-14)

SectionCompared textWords nowChanged
Risk FactorsItem 1A4,299 1.9%
MD&AItem 79,136 30.8%
Legal ProceedingsItem 3, via Note 16 – Commitments and Contingent Liabilities402 2.3%
Accounting PoliciesItem 8, Note 1 – Description of Business and Summary of Significant Accounting Policies3,571 14.2%

The redline: what was cut and what was added

In each section, the paragraph that changed most, marked against last year's 10-K: cut words struck through, new words highlighted and underlined.

MD&A 175 words changed in this paragraph; it is 39% similar to last year's version.
Free cash flow for For the year ended December 31, 2024 decreased 2025, we generated free cash flow of $1.1 billion, representing 13.8% of revenue and 101.9% of earnings from continuing operations. Free cash flow increased by $115.8 $197.4 million compared to 2023 2024, primarily due to driven by higher operating earnings and the timing of tax payments made for the gain on sale of De-Sta-Co and a minority owned equity method investment totaling $123.8 million, prior year dispositions, partially offset by lower higher capital expenditures. The decreases increases in cash flow from operating activities and free cash flow as percentages of earnings from continuing operations are due primarily due to the gain on sale disposition of De-Sta-Co and a minority owned equity method investment. Free cash flow for the year ended December 31, 2023 increased by $500.5 million compared to 2022 driven by higher operating cash flow, primarily as a result of improvements in cash flows related to working capital and a decrease in capital expenditures compared to impacting the prior year. Additionally, the year ended December 31, 2022 includes a $43.5 million income tax payment related to the gain on sale of Unified Brands See Note 4 — Discontinued and Disposed Operations in the fourth quarter consolidated financial statements in Item 8 of 2021 and a $13.4 million tax payment in 2022 related to an internal reorganization. this Form 10-K for additional information.

Source: Item 7, 10-K 0000029905-26-000009 vs Item 7, 10-K 0000029905-25-000006

Accounting Policies 136 words changed in this paragraph; it is 33% similar to last year's version.
In November 2023, September 2025, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): 2025-06, Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to Reportable Segment Disclosures. The amendment requires disclosure of significant segment expenses that are regularly provided to the chief operating decision maker and included within each reported measure of segment profit or loss, an amount and description of its composition Accounting for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. Internal-Use Software which changes the requirements for when entities may begin capitalizing costs for internal-use software. The amendments are effective for fiscal years beginning after December 15, 2023, 2027, and for interim reporting periods within fiscal years those annual reporting periods. Early adoption is permitted as of the beginning after December 15, 2024. of an annual reporting period. The Company adopted is currently evaluating this ASU to determine its impact on the guidance during the fourth quarter of 2024. See Note 19 — Segment Information for further details. Company’s consolidated financial statements.

Source: Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies, 10-K 0000029905-26-000009 vs Item 8, Note 1 – Description of Business and Summary of Significant Accounting Policies, 10-K 0000029905-25-000006

Risk Factors 81 words changed in this paragraph; it is 74% similar to last year's version.
Our competitive environment is complex because of the wide diversity of the products that our businesses manufacture and the markets they serve. In general, most of our businesses compete with only a few companies. Our ability to compete effectively depends on how successfully we anticipate and respond to various competitive factors, including new products, digital solutions and support services that may be introduced by competitors, changes in customer preferences, evolving regulations, new business models and technologies and pricing pressures. If Emerging and evolving technologies such as artificial intelligence, our use of which we expect to increase over time, are rapidly developing, and our businesses may be adversely affected if we cannot successfully integrate these technologies into our business processes and product and service offerings in a timely and cost-effective manner. Further, if our businesses are unable to anticipate their competitors' developments or identify customer needs and preferences on a timely basis, successfully introduce new products, digital solutions and support services in response to such competitive factors, or adopt to market changes relating to climate change related policies, they could lose customers to competitors. If our businesses do not compete effectively, we may experience lower revenue, operating profits and cash flows.

Source: Item 1A, 10-K 0000029905-26-000009 vs Item 1A, 10-K 0000029905-25-000006

Legal Proceedings 18 words changed in this paragraph; it is 95% similar to last year's version.
The Company and some of its subsidiaries are also parties to a number of other legal proceedings incidental to their businesses. These proceedings primarily involve claims by private parties alleging injury arising out of use of the Company's products, patent infringement, employment matters and commercial disputes. Management and legal counsel, at least quarterly, review the probable outcome of such proceedings, the costs and expenses reasonably expected to be incurred and currently accrued to-date and consider the availability and extent of insurance coverage. The Company has estimated liabilities for these other legal matters that are probable and estimable, and at December 31, 2024 2025 and 2023, 2024, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of these legal actions, in the opinion of management, based on the aforementioned reviews, the Company is not currently involved in any legal proceedings which, individually or in the aggregate, could have a material effect on its financial position, results of operations, or cash flows. See also Note 4 — Discontinued and Disposed Operations for details on litigation related to a discontinued operation.

Source: Item 3, via Note 16 – Commitments and Contingent Liabilities, 10-K 0000029905-26-000009 vs Item 3, via Note 16 – Commitments and Contingent Liabilities, 10-K 0000029905-25-000006

Every change, by type

Sentences and paragraphs of DOV's Risk Factors and MD&A, 10-K 2026-02-13 against 10-K 2025-02-14. Each links to the text at sec.gov.

Quiet changes are sentences kept from last year with one to four words changed, at least one of them a hedge, a modal or a qualifier (may, could, will, not, significant, material…). A year or date rolling forward is not counted.

The full word listadverse, adversely, all, although, anticipate, anticipates, any, approximately, believe, believes, can, cannot, certain, could, expect, expects, generally, however, if, intend, intends, largely, likely, many, material, materially, may, might, most, must, never, no, not, possible, primarily, probable, should, significant, significantly, some, substantial, substantially, unlikely, will, would

AddedRisk Factors
changes relating to climate change related policies, they could lose customers to competitors. If our businesses do not compete effectively, we may experience lower revenue, operating profits and cash flows.

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
Bookings increased 6.0% over the prior year to $8.1 billion for the year ended December 31, 2025. The bookings increase was broad-based across the portfolio, with each segment except Engineered Products posting year-over-year growth.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
On November 10, 2025, the Company entered into the 2025 ASR Agreement, a $500.0 million accelerated share repurchase agreement with JP Morgan to repurchase its shares under the 2025 ASR Program. The Company funded the 2025 ASR Program with cash on hand. Under the terms of the 2025 ASR Agreement, the Company paid JP Morgan $500.0 million on November 12, 2025, and on that date received initial delivery of 2,334,010 shares, representing a substantial majority of the shares expected to be retired over the course of the 2025 ASR Program. See Note 21 — Stockholders' Equity in the consolidated financial statements in Item 8 of this Form 10-K for further details.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
Our effective tax rate was 20.1% for the year ended December 31, 2025, compared to 20.3% for the year ended December 31, 2024. Our effective tax rate differs from the U.S. statutory tax rate primarily driven by mix of earnings and reorganizations.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
On July 4, 2025, the One Big Beautiful Bill was enacted into law, introducing changes to the U.S. tax code, including making permanent certain provisions originally enacted under the Tax Cuts and Jobs Act, such as 100% bonus depreciation and the immediate expensing of domestic research and development costs. The changes do not have a material impact to our consolidated financial statements.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
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.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
Years Ended December 31, % Change (dollars in thousands) 2025 2024 2025 vs. 2024 Revenue $1,085,844 $1,202,457 (9.7)% Segment earnings $217,266 $231,237 (6.0)% Segment margin 20.0% 19.2% Operational metric: Bookings $1,095,624 $1,171,777 (6.5)% Components of revenue decline: Organic decline (6.6)% Acquisitions 0.4% Dispositions (4.3)% Foreign currency translation 0.8% Total revenue decline (9.7)%

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
Years Ended December 31, % Change (dollars in thousands) 2025 2024 2025 vs. 2024 Revenue $2,130,507 $1,936,784 10.0% Segment earnings $418,070 $359,993 16.1% Segment margin 19.6% 18.6% Operational metric: Bookings $2,167,272 $1,938,495 11.8% Components of revenue growth: Organic growth 4.6% Acquisitions 5.1% Foreign currency translation 0.3% Total revenue growth 10.0%

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
Years Ended December 31, % Change (dollars in thousands) 2025 2024 2025 vs. 2024 Revenue $1,173,443 $1,137,165 3.2% Segment earnings $314,735 $301,707 4.3% Segment margin 26.8% 26.5% Operational metric: Bookings $1,174,537 $1,144,147 2.7% Components of revenue growth: Organic growth 1.9% Acquisitions 0.1% Foreign currency translation 1.2% Total revenue growth 3.2%

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
Years Ended December 31, % Change (dollars in thousands) 2025 2024 2025 vs. 2024 Revenue $2,148,670 $1,894,566 13.4% Segment earnings $651,600 $536,606 21.4% Segment margin 30.3% 28.3% Operational metric: Bookings $2,041,184 $1,856,680 9.9% Components of revenue growth: Organic growth 6.7% Acquisitions 5.2% Foreign currency translation 1.5% Total revenue growth 13.4%

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
Years Ended December 31, % Change (dollars in thousands) 2025 2024 2025 vs. 2024 Revenue $1,559,841 $1,579,649 (1.3)% Segment earnings $265,647 $250,875 5.9% Segment margin 17.0% 15.9% Operational metric: Bookings $1,665,049 $1,570,632 6.0% Components of revenue decline: Organic decline (2.1)% Foreign currency translation 0.8% Total revenue decline (1.3)%

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
•Long-term debt, commercial paper and other short-term borrowings, net: During 2025, we issued €550.0 million of 3.50% euro-denominated notes due 2033 ("2033 Notes"). The proceeds of €546.6 million from the issuance of the 2033 Notes, net of discounts and issuance costs, were used for general corporate purposes. On November 15, 2025, the outstanding 3.150% notes with a principal value of $400.0 million matured. The repayment of the notes at maturity was funded by the Company's existing cash balances. There were no repayments or issuances of long-term debt in 2024. During 2025, we used $0.6 million to pay off other short-term borrowings. In 2024, we used $467.6 million to pay off primarily commercial paper borrowings.

Read it in 10-K 2026-02-13 at sec.gov ↗

AddedMD&A
On November 12, 2025, the Company issued €550.0 million of 3.50% euro-denominated notes due 2033. The proceeds of €546.6 million from the issuance of the 2033 Notes, net of discounts and issuance costs, were used for general corporate purposes.

Read it in 10-K 2026-02-13 at sec.gov ↗

RemovedMD&A
On October 8, 2024, the Company completed the sale of the Environmental Solutions Group ("ESG") business, an operating company within the Engineered Products segment, for total consideration, net of cash transferred, of $2.0 billion. This sale resulted in a preliminary pre-tax gain on disposition of $1.6 billion, included within earnings from discontinued operations, net in the consolidated statements of earnings for the year ended December 31, 2024. For all periods presented, the results of ESG prior to the sale are classified as discontinued operations as the disposal represented a strategic shift with a major impact on our operations and financial results. See Note 4 — Discontinued and Disposed Operations in the consolidated financial statements in Item 8 of this Form 10-K for further details. The discussion within this MD&A, unless otherwise noted, relates solely to our continuing operations.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
Our effective tax rate was 20.3% for the year ended December 31, 2024, compared to 16.0% and 16.8% for the years ended December 31, 2023 and December 31, 2022, respectively. The 2024 tax rate was primarily driven by gains on dispositions. The 2023 rate was primarily driven by the release of a valuation allowance against non-U.S. tax loss carryforwards mainly related to an internal reorganization, partially offset by accrual of withholding taxes on current and future repatriation of certain foreign earnings.The 2022 rate was primarily driven by favorable audit resolutions, including a reduction to income taxes previously recorded related to the Tax Cut and Jobs Act.

Read it in 10-K 2025-02-14 at sec.gov ↗

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

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
The organic revenue decline was primarily due to lower volumes in our vehicle service business in Europe and Asia, as well as transient disruptions in our vehicle service business in North America from an ERP upgrade that reduced volumes in the second and third quarter. Our other businesses in the segment saw robust demand increases, including from key customers in both our aerospace and defense business, and our industrial winch and hoist business.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
The organic revenue decline was primarily due to reduced year-over-year demand in above ground retail fueling equipment, due to the expected roll-off of EMV-related demand in the first half of the year, as well as general reduction in our customers' inventory across our distribution channels, as higher interest rates increased its carrying costs. This was partially offset by pricing actions aimed at mitigating material cost inflation and strong demand in our fluid transfer solutions and hydrogen and liquefied natural gas clean energy businesses.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
The organic revenue growth was primarily driven by customer pricing and growth in serialization software, partially offset by reduced customer investments in new marking and coding equipment, along with lower textile printer shipments caused by high energy prices and macro uncertainty in textile producing regions.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
The organic revenue decline was due to reduced shipments for single-use components used in biopharmaceutical manufacturing, as well as a decline in connector demand in core medical and industrial end markets, due to channel and end customer focus on inventory reductions. This was partially offset by customer pricing, along with continued demand strength in thermal connectors, hygienic dosing systems, plastics and polymer processing solutions equipment, and bearings and compression components.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
The organic revenue growth was principally driven by strong demand and pricing initiatives in most markets. Our heat exchanger business grew in U.S. commercial HVAC and industrial markets, and growth in European shipments for heat pumps. Retail refrigeration revenue also increased from the prior year, driven by customer pricing actions, large system refurbishment programs and growing demand for low-GWP CO2 refrigerant systems, partially offset by lower shipments in the interest rate sensitive convenience store market. Beverage can-making business revenues modestly decreased from the prior year due to expected year over year revenue reductions beginning in the fourth quarter driven by reduced orders for new beverage can-making equipment as large can-maker customers focused on scaling production and growing utilization of recent capacity additions.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
•Commercial paper and other short-term borrowings, net: During 2024 and 2023, we used $467.6 million and $267.5 million, respectively, to pay off primarily commercial paper borrowings. During 2022, we received net proceeds of $629.9 million from commercial paper and other short-term borrowings used to partially fund our accelerated share repurchase transaction and the acquisition of Malema.

Read it in 10-K 2025-02-14 at sec.gov ↗

RemovedMD&A
pre-tax gain of $66.8 million, and $80.3 million in other comprehensive (loss) earnings for the years ended December 31, 2024, and 2022, respectively and a pre-tax loss of $45.8 million for the year ended December 31, 2023.

Read it in 10-K 2025-02-14 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
The organic revenue growth was primarily driven by robust shipment rates of single-use biopharma components and components, thermal connectors used in liquid cooling of high performance computers and in data centers, as well as solid growth in precision components, components and digital controls for midstream natural gas compression and power generation, partially offset by expected revenue declines in our plastics and polymer processing solutions equipment business due to as customers shifting shift focus to optimizing the significant capacity investments made over the last several years.

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
In 2024, we We received net proceeds of $768.8 $6.0 million from and $93.0 million in 2025 and 2024, respectively, related to the sales sale of De-Sta-Co, an operating company within the Engineered Products segment, and a minority owned equity method investment in the third quarter of 2024 within the Climate & Sustainability Technologies segment.

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
Engineered Products revenue for the year ended December 31, 2024 2025 decreased $48.5 $116.6 million, or 3.9%, 9.7%, compared to the prior year due to an organic revenue decline of 6.6% and a disposition-related decline of 12.2% and an unfavorable 4.3%, partially offset by a favorable impact from foreign currency translation of 0.1%, partially offset by organic revenue growth of 8.2% 0.8% and acquisition-related growth of 0.2%. 0.4%.

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
Capital expenditures (220,263) (167,533) (183,406) (211,082) Free cash flow $ 1,117,742 $ 920,300 $ 1,036,140 $ 535,672 Cash flow from operating activities as a percentage of revenue 16.5 % 14.0 % 15.9 % 9.5 % Cash flow from operating activities as a percentage of earnings from continuing operations 121.9 % 77.7 % 129.2 % 75.4 % Free cash flow as a percentage of revenue 13.8 % 11.9 % 13.5 % 6.8 % Free cash flow as a percentage of earnings from continuing operations 101.9 % 65.7 % 109.8 % 54.1 %

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
During the year ended December 31, 2024, 2025, restructuring charges of $69.8 $56.7 million were primarily related to exit costs and headcount reductions across all segments, most notably within the Climate & Sustainability Technologies and product line and other exit costs in the Clean Energy & Fueling and Climate & Sustainability Technologies segments.

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
The decrease was primarily due to disposition-related impacts and lower volumes and increased material and labor costs, in vehicle service, partially offset by customer pricing actions, favorable price versus cost dynamics, productivity and cost reduction initiatives. management initiatives and benefits from restructuring actions.

Read it in 10-K 2026-02-13 at sec.gov ↗

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

Read it in 10-K 2026-02-13 at sec.gov ↗

RewordedMD&A
The organic revenue growth decline was primarily driven by improved production performance and increased demand due to lower volumes in our vehicle service business, along with partially offset by pricing actions and favorable demand trends in our aerospace & and defense business. components and software.

Read it in 10-K 2026-02-13 at sec.gov ↗

Quiet changesMD&A
These restructuring and other charges were primarily recorded in cost of goods and services and selling, general and administrative expenses in the consolidated statement of earnings.

Read it in 10-K 2026-02-13 at sec.gov ↗

Quiet changesMD&A
At December 31, 2024, our cash and cash equivalents totaled $1.8 billion, of which approximately $300.5 million was held outside the United States.

Read it in 10-K 2026-02-13 at sec.gov ↗

Quiet changesMD&A
We consider our current risk related to market fluctuations in interest rates to be minimal since our debt is largely long-term and fixed rate in nature.

Read it in 10-K 2026-02-13 at sec.gov ↗

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