UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| Item 8.01 | Other Events |
On November 10, 2025, Dover Corporation (the “Company”) established an accelerated share repurchase program (the “ASR”) with JPMorgan Chase Bank, National Association to repurchase $500 million of its common stock, par value $1.00 per share (“Common Stock”). The Company is conducting the accelerated share repurchase under a repurchase authorization for an aggregate of 20,000,000 shares approved by its board of directors in August 2023. Approximately 2,334,010 shares of Common Stock repurchased under the ASR will be received by the Company on November 12, 2025, representing a substantial majority of the shares expected to be retired over the course of the ASR. The Company intends to fund the accelerated share repurchases with cash on hand.
The final number of shares of Common Stock to be repurchased under the ASR will be based on the average of the daily volume weighted average price of Common Stock during the term of the ASR, less a discount and subject to potential adjustments pursuant to the terms of the ASR. Under the terms of the ASR, the final settlement is expected to be completed in the second quarter of 2026, but the ASR may be terminated early in certain circumstances.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K 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. Forward-looking statements are subject to numerous important risks, uncertainties, assumptions and other factors, some of which are beyond the Company’s control. 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 impact of interest rate and currency exchange rate fluctuations; the impacts of natural or human-induced disasters, acts of war, terrorism, international conflicts, and public health crises 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; our ability to identify, consummate and successfully 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. For details on the risks and uncertainties that could cause our results to differ materially from the forward-looking statements contained herein, we refer you to the documents we file with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2024, and our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. These documents are available from the Securities and Exchange Commission, and on our website, dovercorporation.com. The Company undertakes no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: November 10, 2025 | DOVER CORPORATION | |||||||
| (Registrant) | ||||||||
| By: | /s/ Ivonne M. Cabrera |
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| Ivonne M. Cabrera | ||||||||
| Senior Vice President, General Counsel & Secretary | ||||||||