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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

OF 1934

For the transition period from to

Commission File Number: 1-4018

(Exact name of registrant as specified in its charter)


Delaware						53-0257888
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

3005 Highland Parkway
Downers Grove, Illinois						60515
(Address of principal executive offices)						(Zip Code)

(630) 541-1540

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	DOV	New York Stock Exchange
1.250% Notes due 2026	DOV 26	New York Stock Exchange
0.750% Notes due 2027	DOV 27	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☑ No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☑ No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12-b-2 of the Exchange Act .

Large Accelerated Filer

☑

Accelerated Filer

☐

Emerging Growth Company

☐

Non-Accelerated Filer

☐

Smaller Reporting Company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☑

The number of shares outstanding of the Registrant’s common stock as of July 18, 2025 was 137,134,453.

Dover Corporation

Form 10-Q

Table of Contents


PART I — FINANCIAL INFORMATION		Page
Item 1.	Financial Statements (unaudited)
	Condensed Consolidated Statements of Earnings for the three and six months ended June 30, 2025 and 2024	1
	Condensed Consolidated Statements of Comprehensive Earnings for the three and six months ended June 30, 2025 and 2024	2
	Condensed Consolidated Balance Sheets at June 30, 2025 and December 31, 2024	3
	Condensed Consolidated Statements of Stockholders’ Equity for the three and six months ended June 30, 2025 and 2024	4
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2025 and 2024	6
	Note 1 — Basis of Presentation	7
	Note 2 — Revenue	7
	Note 3 — Acquisitions	8
	Note 4 — Discontinued and Disposed Operations	11
	Note 5 — Inventories, net	12
	Note 6 — Property, Plant and Equipment, net	12
	Note 7 — Credit Losses	12
	Note 8 — Goodwill and Other Intangible Assets	12
	Note 9 — Restructuring Activities	13
	Note 10 — Borrowings	14
	Note 11 — Financial Instruments	15
	Note 12 — Income Taxes	17
	Note 13 — Equity Incentive Program	17
	Note 14 — Commitments and Contingent Liabilities	18

	Note 15 — Other Comprehensive Earnings	19
	Note 16 — Segment Information	20
	Note 17 — Stockholders' Equity	23
	Note 18 — Earnings per Share	24
	Note 19 — Recent Accounting Pronouncements	24


Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	43
Item 4.	Controls and Procedures	44

PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	44
Item 1A.	Risk Factors	44
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	44
Item 3.	Defaults Upon Senior Securities	44
Item 4.	Mine Safety Disclosures	44
Item 5.	Other Information	44
Item 6.	Exhibits	45

SIGNATURES		46

Table of Contents

Item 1. Financial Statements

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS

(In thousands, except per share data)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue	$	2,049,592	$	1,948,782	$	3,915,651	$	3,832,501
Cost of goods and services	1,231,330		1,196,259		2,351,889		2,382,791
Gross profit	818,262		752,523		1,563,762		1,449,710
Selling, general and administrative expenses	463,665		429,055		912,856		872,036

Operating earnings	354,597		323,468		650,906		577,674
Interest expense	26,791		32,374		54,399		68,739
Interest income	(17,935)		(4,081)		(38,189)		(8,837)

(Gain) loss on dispositions	(2,176)		663		(4,644)		(529,280)
Other income, net	(4,180)		(12,845)		(8,138)		(19,984)
Earnings before provision for income taxes	352,097		307,357		647,478		1,067,036
Provision for income taxes	71,967		60,770		128,107		218,347
Earnings from continuing operations	280,130		246,587		519,371		848,689
(Loss) earnings from discontinued operations, net	(1,066)		35,235		(9,486)		65,354
Net earnings	$	279,064	$	281,822	$	509,885	$	914,043

Earnings per share from continuing operations:
Basic	$	2.04	$	1.79	$	3.78	$	6.14
Diluted	$	2.03	$	1.78	$	3.76	$	6.10
(Loss) earnings per share from discontinued operations:
Basic	$	(0.01)	$	0.26	$	(0.07)	$	0.47
Diluted	$	(0.01)	$	0.25	$	(0.07)	$	0.47
Net earnings per share:
Basic	$	2.03	$	2.05	$	3.71	$	6.61
Diluted	$	2.02	$	2.04	$	3.69	$	6.57
Weighted average shares outstanding:
Basic	137,226		137,443		137,261		138,247
Diluted	137,974		138,404		138,132		139,136

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE EARNINGS

(In thousands)

(Unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net earnings	$	279,064	$	281,822	$	509,885	$	914,043
Other comprehensive earnings (loss), net of tax
Foreign currency translation adjustments:
Foreign currency translation gain (loss)	88,106		(12,603)		140,112		(41,945)
Reclassification of foreign currency translation losses to earnings	1,858		—		1,858		13,931
Total foreign currency translation adjustments (net of $25,212, $(3,074), $34,800 and $(7,460) tax benefit (provision), respectively)	89,964		(12,603)		141,970		(28,014)
Pension and other post-retirement benefit plans:


Amortization of actuarial gain included in net periodic pension cost	(293)		(369)		(605)		(736)
Amortization of prior service credits included in net periodic pension cost	(172)		(153)		(331)		(312)
Settlement and curtailment impact(1)	(565)		—		(565)		—
Total pension and other post-retirement benefit plans (net of $293, $138, $425 and $277 tax benefit, respectively)	(1,030)		(522)		(1,501)		(1,048)
Changes in fair value of cash flow hedges:
Unrealized net (loss) gain arising during period	(3,967)		988		(4,923)		861
Net loss (gain) reclassified into earnings	965		(231)		564		(704)
Total cash flow hedges (net of $877, $(223), $1,273 and $(46) tax benefit (provision) respectively)	(3,002)		757		(4,359)		157

Other comprehensive earnings (loss), net of tax	85,932		(12,368)		136,110		(28,905)
Comprehensive earnings	$	364,996	$	269,454	$	645,995	$	885,138

(1) Included in (loss) earnings from discontinued operations, net in the condensed consolidated statement of earnings.

See Notes to Condensed Consolidated Financial Statements

Table of Contents

DOVER CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)


	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	1,264,893	$	1,844,877

Receivables, net	1,481,097		1,354,225
Inventories, net	1,305,811		1,144,838
Prepaid and other current assets	168,836		140,557


Total current assets	4,220,637		4,484,497
Property, plant and equipment, net	1,079,756		987,924

Goodwill	5,370,685		4,905,702
Intangible assets, net	1,900,089		1,580,854
Other assets and deferred charges	590,117		550,183

Total assets	$	13,161,284	$	12,509,160

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt	$	400,477	$	400,056
Accounts payable	869,907		848,006
Accrued compensation and employee benefits	229,663		292,371
Deferred revenue	202,736		198,629
Accrued insurance	88,848		87,952
Other accrued expenses	344,463		335,326
Federal and other income taxes	29,630		34,187

Total current liabilities	2,165,724		2,196,527
Long-term debt	2,668,666		2,529,346
Deferred income taxes	394,518		352,006
Non-current income tax payable	—		6,158
Other liabilities	491,071		471,127

Stockholders' equity:







Total stockholders' equity	7,441,305		6,953,996
Total liabilities and stockholders' equity	$	13,161,284	$	12,509,160

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

(Unaudited)


	Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive earnings (loss)		Treasury stock		Total stockholders' equity
Balance at April 1, 2025	$	260,117	$	907,471	$	13,569,055	$	(277,598)	$	(7,321,278)	$	7,137,767
Net earnings	—		—		279,064		—		—		279,064
Dividends paid ($0.515 per share)	—		—		(70,620)		—		—		(70,620)
Common stock issued for the exercise of share-based awards	32		2,127		—		—		—		2,159
Stock-based compensation expense	—		7,003		—		—		—		7,003

Other comprehensive earnings, net of tax	—		—		—		85,932		—		85,932

Balance at June 30, 2025	$	260,149	$	916,601	$	13,777,499	$	(191,666)	$	(7,321,278)	$	7,441,305


	Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at April 1, 2024	$	259,943	$	817,839	$	11,556,408	$	(254,403)	$	(7,226,935)	$	5,152,852

Net earnings	—		—		281,822		—		—		281,822
Dividends paid ($0.51 per share)	—		—		(70,207)		—		—		(70,207)
Common stock issued for the exercise of share-based awards	28		1,976		—		—		—		2,004
Stock-based compensation expense	—		9,520		—		—		—		9,520

Other comprehensive loss, net of tax	—		—		—		(12,368)		—		(12,368)

Balance at June 30, 2024	$	259,971	$	829,335	$	11,768,023	$	(266,771)	$	(7,226,935)	$	5,363,623

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(In thousands, except per share data)

(Unaudited)


	Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive earnings (loss)		Treasury stock		Total stockholders' equity
Balance at January 1, 2025	$	260,031	$	892,686	$	13,409,633	$	(327,776)	$	(7,280,578)	$	6,953,996
Net earnings	—		—		509,885		—		—		509,885
Dividends paid ($1.03 per share)	—		—		(142,019)		—		—		(142,019)
Common stock issued for the exercise of share-based awards	118		(6,962)		—		—		—		(6,844)
Stock-based compensation expense	—		30,877		—		—		—		30,877
Common stock acquired	—		—		—		—		(40,700)		(40,700)
Other comprehensive earnings, net of tax	—		—		—		136,110		—		136,110

Balance at June 30, 2025	$	260,149	$	916,601	$	13,777,499	$	(191,666)	$	(7,321,278)	$	7,441,305


	Common stock $1 par value		Additional paid-in capital		Retained earnings		Accumulated other comprehensive loss		Treasury stock		Total stockholders' equity
Balance at January 1, 2024	$	259,842	$	886,690	$	10,995,624	$	(237,866)	$	(6,797,685)	$	5,106,605

Net earnings	—		—		914,043		—		—		914,043
Dividends paid ($1.02 per share)	—		—		(141,644)		—		—		(141,644)
Common stock issued for the exercise of share-based awards	129		(7,034)		—		—		—		(6,905)
Stock-based compensation expense	—		24,679		—		—		—		24,679
Common stock acquired, including accelerated share repurchase program and excise tax	—		(75,000)		—		—		(429,250)		(504,250)
Other comprehensive loss, net of tax	—		—		—		(28,905)		—		(28,905)

Balance at June 30, 2024	$	259,971	$	829,335	$	11,768,023	$	(266,771)	$	(7,226,935)	$	5,363,623

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)


	Six Months Ended June 30,
	2025		2024
Operating Activities:
Net earnings	$	509,885	$	914,043

Adjustments to reconcile net earnings to cash provided by operating activities:
Loss (earnings) from discontinued operations, net	9,486		(65,354)

Depreciation and amortization	181,801		164,511
Stock-based compensation expense	30,877		24,110

Gain on dispositions	(4,644)		(529,280)

Other, net	(12,068)		42,095
Cash effect of changes in assets and liabilities:
Accounts receivable, net	(62,914)		(134,650)
Inventories	(77,568)		(36,966)
Prepaid expenses and other assets	1,817		(20,490)
Accounts payable	(7,485)		25,548
Accrued compensation and employee benefits	(93,931)		(53,450)
Accrued expenses and other liabilities	(30,430)		(8,338)

Accrued and deferred taxes, net	(75,012)		(26,142)
Net cash provided by operating activities	369,814		295,637

Investing Activities:
Additions to property, plant and equipment	(109,124)		(75,872)
Acquisitions, net of cash and cash equivalents acquired	(658,480)		(144,872)

Proceeds from dispositions, net of cash transferred	5,998		674,727
Other	5,836		11,648
Net cash (used in) provided by investing activities	(755,770)		465,631

Financing Activities:
Repurchase of common stock, including accelerated share repurchase program	(40,700)		(500,000)

Change in commercial paper and other short-term borrowings, net	85		(257,811)
Dividends paid to stockholders	(142,019)		(141,644)
Payments to settle employee tax obligations on exercise of share-based awards	(10,292)		(9,910)


Other	(13,543)		(2,074)
Net cash used in financing activities	(206,469)		(911,439)

Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities of discontinued operations	(255)		74,619
Net cash used in investing activities of discontinued operations	(9,796)		(7,615)

Net cash (used in) provided by discontinued operations	(10,051)		67,004

Effect of exchange rate changes on cash and cash equivalents	22,492		(3,942)
Net decrease in cash and cash equivalents	(579,984)		(87,109)
Cash and cash equivalents at beginning of period, including cash held for sale (1)	1,844,877		415,861
Cash and cash equivalents at end of period	$	1,264,893	$	328,752

(1) Cash held for sale as of December 31, 2023 totaled $17,300. There was no cash held for sale as of December 31, 2024.

See Notes to Condensed Consolidated Financial Statements

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

1. Basis of Presentation

The accompanying unaudited interim condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission ("SEC") for interim periods and do not include all of the information and note disclosures required by accounting principles generally accepted in the United States of America ("GAAP") for complete financial statements. These unaudited interim condensed consolidated financial statements should therefore be read in conjunction with the Consolidated Financial Statements and Notes for Dover Corporation ("Dover" or the "Company") for the year ended December 31, 2024, included in the Company's Annual Report on Form 10-K filed with the SEC on February 14, 2025. The year-end consolidated balance sheet was derived from audited financial statements.

The accompanying unaudited interim condensed consolidated financial statements have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and assumptions that affect amounts reported in the condensed consolidated financial statements and accompanying disclosures. Although these estimates are based on management’s knowledge of current events and expectations about actions that the Company may undertake in the future, actual results may differ from those estimates. Our interim condensed consolidated financial statements are unaudited but reflect all adjustments of a normal, recurring nature that are, in the opinion of management, necessary for a fair statement of results for these interim periods. The results of operations of any interim period are not necessarily indicative of the results of operations for the full year.

The Environmental Solutions Group ("ESG") business, an operating company within the Engineered Products segment, was sold during the fourth quarter of 2024 and reported as discontinued operations. Therefore, the Company has classified the results of operations prior to the sale as discontinued operations in the condensed consolidated statements of earnings and the condensed consolidated statements of cash flows. The discussion in the notes to these condensed consolidated financial statements, unless otherwise noted, relates solely to our continuing operations. See Note 4 — Discontinued and Disposed Operations for further details.

2. Revenue

Revenue from Contracts with Customers

A majority of the Company’s revenue is short cycle in nature with shipments within one year from order. A small portion of the Company’s revenue derives from contracts extending over one year. The Company's payment terms generally range between 30 to 90 days and vary by the location of businesses, the type of products manufactured to be sold and the volume of products sold, among other factors.

Disaggregation of Revenue

Revenue from contracts with customers is disaggregated by segment and geographic location, as these categories best depict the nature and amount of the Company’s revenue. See Note 16 — Segment Information for further details.

Performance Obligations

Approximately 95% of the Company’s revenue is recognized at a point in time, rather than over time as the Company completes its performance obligations. Specifically, revenue is recognized when control transfers to the customer, typically upon shipment or completion of installation, testing, certification, or other substantive acceptance provisions required under the contract. Approximately 5% of the Company’s revenue is recognized over time.

A majority of the Company's contracts have a single performance obligation which represents, in most cases, the equipment or product being sold to the customer. Some contracts include multiple performance obligations such as a product and the related installation, extended warranty, software and digital solutions, and/or maintenance services. For contracts with multiple performance obligations, the Company allocates the total transaction price to each performance obligation in an amount based on the estimated relative standalone selling prices of the promised goods or services underlying each performance obligation.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

At June 30, 2025, we estimated that $358,900 in revenue is expected to be recognized in the future related to performance obligations that are unsatisfied (or partially unsatisfied) at the end of the reporting period. We expect to recognize approximately 71.2% of the Company's unsatisfied (or partially unsatisfied) performance obligations as revenue through 2026, 16.8% in 2027, with the remaining balance to be recognized in 2028 and thereafter.

As permitted by Accounting Standards Codification ("ASC") 606, the Company has excluded from its disclosures above about unsatisfied performance obligations for any contracts with an expected duration of one year or less, and contracts for which the Company recognizes revenue at the amount to which the Company has the right to invoice for services performed.

Contract Balances

Contract assets primarily relate to the Company's right to consideration for work completed but not billed at the reporting date. Contract liabilities relate to advance consideration received from customers or advance billings for which revenue has not been recognized and are reduced when the associated revenue from the contract is recognized.

The following table provides information about contract assets and contract liabilities from contracts with customers:


	June 30, 2025		December 31, 2024		December 31, 2023

Contract assets - current	$	18,220	$	22,413	$	19,561
Contract liabilities - current	202,736		198,629		194,798
Contract liabilities - non-current	4,290		4,452		7,098

The revenue recognized during the six months ended June 30, 2025 and 2024 that was included in contract liabilities at the beginning of the period amounted to $116,466 and $137,828, respectively.

3. Acquisitions

2025 Acquisitions

During the six months ended June 30, 2025, the Company acquired three business in separate transactions for total consideration of $658,480, net of cash acquired. These businesses were acquired to complement and expand upon existing operations within the Pumps & Process Solutions Segment. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies. Goodwill of $9,250 is deductible for income tax purposes and $313,702 is non-deductible for income tax purposes for these acquisitions.

Sikora

On June 11, 2025, the Company acquired 99.8% of the equity interest in Sikora AG ("Sikora"), a provider of precision measurement, inspection and control solutions for production processes in the wires and cables, hoses, optical fibers and plastic industries for $613,052, net of cash acquired. The Sikora acquisition strengthens the Company's offerings in the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded goodwill of $304,995 and intangible assets of $261,904 for customer intangibles, $71,219 for unpatented technology and $17,231 for trademarks. The fair value for customer intangibles at the acquisition date was determined using the multi-period excess earnings method under the income approach. The fair value measurements of intangible assets are based on significant unobservable inputs, and thus represent Level 3 inputs. Significant assumptions used in assessing the fair value of intangible assets include discounted future cash flows, customer attrition rates and discount rates. The fair values of the assets acquired and liabilities assumed, and the related tax balances, are based on preliminary estimates and assumptions. These preliminary estimates and assumptions could change significantly during the measurement period as the Company finalizes the valuations of the assets acquired and the liabilities assumed and the related tax balances.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The following presents the preliminary allocation of purchase price to the assets acquired and liabilities assumed in the Sikora acquisition, based on their estimated fair values at acquisition date:


	Total
Current assets, net of cash acquired	$	54,145
Property, plant and equipment	28,492
Goodwill	304,995
Intangible assets	350,354
Other assets and deferred charges	3,938
Current liabilities	(22,765)
Non-current liabilities	(106,107)

Net assets acquired	$	613,052

Other Acquisitions

On January 17, 2025, the Company acquired 100% of the equity interest in Cryogenic Machinery Corp. ("Cryo-Mach"), a provider of cryogenic centrifugal pumps, mechanical seals and accessories, for total consideration of $28,899, net of cash acquired and inclusive of measurement period adjustments. The Cryo-Mach business was acquired to expand the Company's participation in cryogenic applications within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded preliminary tax-deductible goodwill of $9,250 and intangible assets of $21,011, primarily related to customer intangibles.

On June 18, 2025, the Company acquired 100% of the equity interest in ipp Pump Products GmbH ("ipp"), a specialized manufacturer of sanitary pump technologies, including hygienic lobe, progressive, and other processing equipment for $16,529, net of cash acquired. ipp's products expand the Company's capabilities in critical hygienic applications within the Pumps & Process Solutions segment. In connection with this acquisition, the Company recorded preliminary goodwill of $8,707 and intangible assets of $7,049, primarily related to customer intangibles.

The amounts assigned to goodwill and major intangible asset classifications for acquisitions during the six months ended June 30, 2025 were as follows:


	Amount allocated		Weighted Average Useful Life (in years)
Goodwill	$	9,250	na
Goodwill - non-deductible	313,702		na
Customer intangibles	285,463		17
Unpatented technologies	74,294		11

Trademarks	18,657		15

	$	701,366

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

2024 Acquisitions

During the six months ended June 30, 2024, the Company acquired three businesses in separate transactions for total consideration of $175,855, net of cash acquired and inclusive of contingent consideration of $29,428 (a non-cash financing activity) and measurement period adjustments. These businesses were acquired to complement and expand upon existing operations within the Clean Energy & Fueling and Imaging & Identification segments. The goodwill recorded as a result of these acquisitions represents the economic benefits expected to be derived from product line expansions and operational synergies and is non-deductible for income tax purposes.

On January 17, 2024, the Company acquired 100% of the equity interests in the Transchem Group ("Transchem"), a supplier of car wash chemicals and associated solutions, for $48,241, net of cash acquired and inclusive of contingent consideration and measurement period adjustments. The Transchem acquisition expands the Company's chemical product offerings in the Clean Energy & Fueling segment, specializing in wash performance and water reclaim technology that reduces water usage and lowers car wash operators' cost. In connection with this acquisition, the Company recorded goodwill of $25,132 and intangible assets of $26,309, primarily related to customer intangibles.

On January 31, 2024, the Company acquired 100% of the equity interests in Bulloch Technologies, Inc. ("Bulloch"), a provider of point-of-sale ("POS"), forecourt controller and electronic payment server solutions to the convenience retail industry, for $121,917, net of cash acquired and inclusive of contingent consideration and measurement period adjustments. The acquisition of Bulloch expands the Company's offering in North America with highly complementary POS and forecourt solutions within the Clean Energy & Fueling segment. In connection with this acquisition, the Company recorded goodwill of $73,850 and intangible assets of $62,417, primarily related to customer intangibles.

One other immaterial acquisition was completed during the six months ended June 30, 2024, within the Imaging & Identification segment. The acquisition is highly complementary to our existing track and trace solutions business, grows our presence in the European market and adds complementary offerings to our portfolio.

The following presents the allocation of purchase price to the assets acquired and liabilities assumed, based on their estimated fair values at acquisition date:


	Total
Current assets, net of cash acquired	$	16,326
Property, plant and equipment	1,608
Goodwill	98,982
Intangible assets	92,622
Other assets and deferred charges	5,879
Current liabilities	(10,035)
Non-current liabilities	(29,527)

Net assets acquired	$	175,855

The amounts assigned to goodwill and major intangible asset classifications for acquisitions during the six months ended June 30, 2024 were as follows:


	Amount allocated		Weighted Average Useful Life (in years)

Goodwill - non-deductible	$	98,982	na
Customer intangibles	74,595		12
Unpatented technologies	14,141		7

Trademarks	3,886		15

	$	191,604

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

4. Discontinued and Disposed Operations

Discontinued Operations

On October 8, 2024, the Company completed the sale of the ESG business, an operating company within the Engineered Products segment, to Terex Corporation for total preliminary consideration, net of cash transferred, of $2.0 billion, subject to post-closing adjustments. The ESG sale qualifies for discontinued operations reporting because its disposal represented a strategic shift with a major effect on the Company's operations and financial results. As a result, the Company has classified the results of operations as discontinued operations in the condensed consolidated statements of earnings and the condensed consolidated statements of cash flows for the six months ended June 30, 2024. During the six months ended June 30, 2025, net working capital adjustments of $9,796 ($7,739 after-tax) and other post-closing adjustments of $2,197 ($1,747 after-tax) were recorded resulting in a loss from discontinued operations, net of $9,486 in the condensed consolidated statements of earnings. During the three months ended June 30, 2025, other post-closing adjustments of $1,335 ($1,066 after-tax) were recorded resulting in a loss from discontinued operations in the condensed consolidated statements of earnings.

In June 2025, a jury returned a verdict against the ESG business for approximately $58.9 million in connection with litigation involving alleged breach of contract and inducement of breach of fiduciary duty claims arising from certain product development efforts. ESG expects to file post-trial motions and, if necessary, an appeal with the U.S. Court of Appeals for the Seventh Circuit. The Company has not recognized an expense in connection with this matter because it does not currently believe a loss is probable.

Summarized results of the Company's discontinued operations are as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024			2025		2024
Revenue	$	—	$	229,480		$	—	$	439,702
Cost of goods and services	—		160,436			—		310,590
Gross profit	—		69,044			—		129,112
Selling, general and administrative expenses	—		23,138			—		43,281

Operating earnings	—		45,906			—		85,831
Loss on disposition	1,335		—			11,993		—

Other (income) expense, net	—		(25)			—		697
(Loss) earnings from discontinued operations before provision for income taxes	(1,335)		45,931			(11,993)		85,134
(Benefit) provision for income taxes	(269)		10,696			(2,507)		19,780
(Loss) earnings from discontinued operations, net	$	(1,066)	$	35,235		$	(9,486)	$	65,354

2025 Dispositions

There were no material dispositions in 2025.

2024 Disposition

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 $674,727. Of the total consideration, $63,000 was received upon finalization of closing activities in India and China, which occurred during the second quarter of 2024. This sale resulted in a preliminary pre-tax gain on disposition of $529,280 ($414,451 after-tax) included within the condensed consolidated statements of earnings for the six months ended June 30, 2024. The sale did not meet the criteria to be classified as a discontinued operation, as it did not represent a strategic shift that would have a major effect on operations and financial results.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

5. Inventories, net


	June 30, 2025		December 31, 2024
Raw materials	$	742,859	$	649,993
Work in progress	260,807		233,544
Finished goods	441,038		390,625
Subtotal	1,444,704		1,274,162
Less reserves	(138,893)		(129,324)
Total	$	1,305,811	$	1,144,838

6. Property, Plant and Equipment, net


	June 30, 2025		December 31, 2024
Land	$	67,716	$	62,270
Buildings and improvements	686,337		626,075

Machinery, equipment and other	2,091,830		1,945,479
Property, plant and equipment, gross	2,845,883		2,633,824
Accumulated depreciation	(1,766,127)		(1,645,900)
Property, plant and equipment, net	$	1,079,756	$	987,924

Depreciation expense totaled $43,157 and $38,554 for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, depreciation expense totaled $81,826 and $76,380, respectively.

7. Credit Losses

The Company is exposed to credit losses primarily through sales of products and services. Due to the short-term nature of such receivables, the estimate of the amount of accounts receivable that may not be collected is based on the aging of the accounts receivable balances and other historical and forward-looking information on the financial condition of customers. Balances are written off when determined to be uncollectible.

The following table provides a rollforward of the allowance for credit losses deducted from accounts receivable that represent the net amount expected to be collected.


	2025		2024
Balance at January 1	$	28,794	$	30,679

Provision for expected credit losses, net of recoveries	5,017		3,261
Amounts written off charged against the allowance	(2,441)		(3,018)
Other, including foreign currency translation	6,543		(859)
Balance at, June 30	$	37,913	$	30,063

8. Goodwill and Other Intangible Assets

The changes in the carrying value of goodwill by reportable segments were as follows:


	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Total
Balance at January 1, 2025	$	415,264	$	1,695,397	$	1,072,031	$	1,212,042	$	510,968	$	4,905,702
Acquisitions	—		—		—		322,952		—		322,952
Measurement period adjustments	—		4,677		—		(188)		—		4,489

Foreign currency translation	14,282		49,688		42,576		28,977		2,019		137,542
Balance at June 30, 2025	$	429,546	$	1,749,762	$	1,114,607	$	1,563,783	$	512,987	$	5,370,685

During the six months ended June 30, 2025, the Company recognized additions of $322,952 to goodwill as a result of the acquisitions discussed in Note 3 — Acquisitions. Additionally, during the six months ended June 30, 2025, the Company recognized measurement period adjustments of $4,489 primarily related to the Marshall Excelsior Company acquisition in the third quarter of 2024 under the Clean Energy & Fueling segment.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The Company’s definite-lived and indefinite-lived intangible assets by major asset class were as follows:


	June 30, 2025						December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets:
Customer intangibles	$	2,697,833	$	1,286,551	$	1,411,282	$	2,343,823	$	1,174,195	$	1,169,628
Trademarks	310,628		170,661		139,967		283,216		156,745		126,471
Patents	196,719		144,061		52,658		201,828		146,271		55,557
Unpatented technologies	363,721		188,217		175,504		277,945		169,310		108,635
Distributor relationships	85,665		73,300		12,365		79,855		66,469		13,386

Other	25,287		13,683		11,604		22,100		11,400		10,700
Total	3,679,853		1,876,473		1,803,380		3,208,767		1,724,390		1,484,377
Unamortized intangible assets:
Trademarks	96,709		—		96,709		96,477		—		96,477
Total intangible assets, net	$	3,776,562	$	1,876,473	$	1,900,089	$	3,305,244	$	1,724,390	$	1,580,854

For the three months ended June 30, 2025 and 2024, amortization expense was $51,226 and $44,186, respectively. For the six months ended June 30, 2025 and 2024, amortization expense was $99,975 and $88,131, respectively. Amortization expense is primarily comprised of acquisition-related intangible amortization.

During the six months ended June 30, 2025, the Company acquired $378,414 of intangible assets, primarily customer intangibles, through acquisitions within the Pumps & Process Solutions segment. See Note 3 — Acquisitions for further details.

9. Restructuring Activities

The Company's restructuring charges by segment were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Engineered Products	$	563	$	1,486	$	3,031	$	1,978
Clean Energy & Fueling	2,676		1,925		4,444		6,890
Imaging & Identification	319		2,081		488		2,841
Pumps & Process Solutions	2,646		1,614		4,591		2,965
Climate & Sustainability Technologies	7,144		1,953		8,810		13,023
Corporate	181		78		475		95
Total	$	13,529	$	9,137	$	21,839	$	27,792

These amounts are classified in the condensed consolidated statements of earnings as follows:
Cost of goods and services	$	10,136	$	5,217	$	14,456	$	19,140
Selling, general and administrative expenses	3,393		3,920		7,383		8,652
Total	$	13,529	$	9,137	$	21,839	$	27,792

The restructuring expenses of $13,529 and $21,839 incurred during the three and six months ended June 30, 2025, respectively, 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 the Company will continue to make proactive adjustments to its cost structure to align with current demand trends.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The Company’s severance and exit accrual activities were as follows:


	Severance		Exit			Total
Balance at January 1, 2025	$	13,544	$	5,891		$	19,435
Restructuring charges	10,423		11,416		(1)	21,839
Payments	(13,356)		(4,935)			(18,291)


Other, including foreign currency translation	2,039		(7,893)		(1)	(5,854)
Balance at June 30, 2025	$	12,650	$	4,479		$	17,129

(1) Exit reserves activity includes non-cash asset charges related to a product line exit within the Climate & Sustainability Technologies segment.

10. Borrowings

Borrowings consist of the following:


	June 30, 2025		December 31, 2024
Short-term
Current portion of long-term debt	$	399,747	$	399,411
Other	730		645
Short-term borrowings and current portion of long-term debt	$	400,477	$	400,056


			Carrying amount (1)
	Principal		June 30, 2025		December 31, 2024
Long-term
3.15% 10-year notes due November 15, 2025	$	400,000	$	399,747	$	399,411
1.25% 10-year notes due November 9, 2026 (euro-denominated)	€	600,000	698,038		622,313
0.750% 8-year notes due November 4, 2027 (euro-denominated)	€	500,000	580,900		517,863
6.65% 30-year debentures due June 1, 2028	$	200,000	199,707		199,657
2.950% 10-year notes due November 4, 2029	$	300,000	298,355		298,166
5.375% 30-year debentures due October 15, 2035	$	300,000	297,432		297,308
6.60% 30-year notes due March 15, 2038	$	250,000	248,562		248,505
5.375% 30-year notes due March 1, 2041	$	350,000	345,672		345,534

Total long-term debt			3,068,413		2,928,757
Less long-term debt current portion			(399,747)		(399,411)
Net long-term debt			$	2,668,666	$	2,529,346

(1) Carrying amount is net of unamortized debt discount and deferred debt issuance costs. Total unamortized debt discounts on net long-term debt were $8.0 million and $8.5 million as of June 30, 2025 and December 31, 2024, respectively. Total deferred debt issuance costs on net long-term debt were $6.0 million and $6.8 million as of June 30, 2025 and December 31, 2024, respectively.

The discounts are being amortized to interest expense using the effective interest method over the life of the issuances. The deferred issuance costs are amortized on a straight-line basis over the life of the debt, as this approximates the effective interest method.

On April 6, 2023, the Company entered into a $1.0 billion five-year unsecured revolving credit facility and on April 3, 2025, the Company entered into a new $500.0 million 364-day unsecured revolving credit facility (together, the "Credit Agreements") with a syndicate of banks. The current 364-day credit facility replaced the previous $500.0 million 364-day credit facility, which expired on April 3, 2025. The lenders' commitments under the Credit Agreements will terminate and any outstanding loans under the Credit Agreements will mature on April 6, 2028 and April 2, 2026, respectively. The Company may elect to extend the maturity date of any loans under the new 364-day credit facility until April 2, 2027, subject to conditions specified therein. The Credit Agreements are designated as a liquidity back-stop for the Company's commercial paper program and also are available for general corporate purposes. 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 a minimum interest coverage ratio of consolidated EBITDA to consolidated net interest expense of not less than 3.0 to 1. As of June 30, 2025 and December 31, 2024, there were no outstanding borrowings under the five-year, previous or current 364-day credit facilities.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The Company was in compliance with all covenants in the Credit Agreements and other long-term debt covenants at June 30, 2025 and had an interest coverage ratio of consolidated EBITDA to consolidated net interest expense of 68.3 to 1.

Letters of Credit and other Guarantees

As of June 30, 2025, the Company had approximately $185.0 million outstanding in letters of credit, surety bonds, and performance and other guarantees which primarily expire on various dates through 2035. These letters of credit and bonds are primarily issued as security for insurance, warranty and other performance obligations. In general, we would only be liable for the amount of these guarantees in the event of default in the performance of our obligations, the probability of which is believed to be remote.

11. Financial Instruments

Cash Flow Hedges

The Company is exposed to market risk for changes in foreign currency exchange rates due to the global nature of its operations and certain commodity risks. In order to manage these risks, the Company has hedged portions of its forecasted sales and purchases which occur within the next twelve months that are denominated in non-functional currencies, with currency forward contracts designated as cash flow hedges. At June 30, 2025 and December 31, 2024, the Company had contracts with total notional amounts of $161,097 and $142,835, respectively, to exchange currencies, principally euro, pound sterling, Swedish krona, Canadian dollar, Chinese yuan, and Swiss franc. The Company believes it is probable that all forecasted cash flow transactions will occur.

In addition, the Company had outstanding contracts with a total notional amount of $95,875 and $75,784 as of June 30, 2025 and December 31, 2024, respectively, that are not designated as hedging instruments. These instruments are used to reduce the Company's exposure for operating receivables and payables that are denominated in non-functional currencies. Gains and losses on these contracts are recorded in other income, net in the condensed consolidated statements of earnings.

The following table sets forth the fair values of derivative instruments designated as cash flow hedges held by the Company as of June 30, 2025 and December 31, 2024 and the balance sheet lines in which they are recorded:


	Fair Value Asset (Liability)
	June 30, 2025		December 31, 2024		Balance Sheet Caption
Foreign currency forward	$	645	$	2,258	Prepaid and other current assets
Foreign currency forward	(3,559)		(888)		Other accrued expenses

For a cash flow hedge, the change in estimated fair value of a hedging instrument is recorded in accumulated other comprehensive earnings (loss), net of tax as a separate component of the condensed consolidated statements of stockholders' equity and is reclassified into revenues or cost of goods and services in the condensed consolidated statements of earnings during the period in which the hedged transaction is settled. The amount of gains or losses from hedging activity recorded in earnings is not significant, and the amount of unrealized gains and losses from cash flow hedges that are expected to be reclassified to earnings in the next twelve months is not significant; therefore, additional tabular disclosures are not presented. There are no amounts excluded from the assessment of hedge effectiveness, and the Company's derivative instruments that are subject to credit risk contingent features were not significant.

The Company is exposed to credit loss in the event of nonperformance by counterparties to the financial instrument contracts held by the Company; however, nonperformance by these counterparties is considered unlikely as the Company’s policy is to contract with highly-rated, diversified counterparties.

Net Investment Hedges

Additionally, the Company designates certain derivatives as net investment hedges to hedge the net assets of certain foreign subsidiaries which are exposed to volatility in foreign currency exchange rates. The Company has designated the €600,000 and €500,000 of euro-denominated notes issued November 9, 2016 and November 4, 2019, respectively, and a €550,000 currency forward contract entered into in May of 2025 as hedges of its net investment in euro-denominated operations. Changes in the value of the euro-denominated debt and currency forward contract, which are calculated using the spot method, are recognized in foreign currency translation adjustments within other comprehensive earnings (loss) of the condensed consolidated

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

statements of comprehensive earnings. These changes in fair value of the euro-denominated debt and currency forward contract resulting from exchange rate differences are offset by changes in the net investment due to the high degree of effectiveness between the hedging instruments and the exposure being hedged.

As of June 30, 2025, the fair value of the currency forward contract designated as a net investment hedge is $16,177 and is recorded in other accrued expenses in the condensed consolidated balance sheets.

Amounts recognized in other comprehensive earnings (loss) for the gains (losses) on net investment hedges were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
(Loss) gain on euro-denominated debt	$	(95,347)	$	13,781	$	(137,760)	$	32,755
(Loss) on currency forward contract	(16,177)		—		(16,177)		—
(Loss) gain on net investment hedges	(111,524)		13,781		(153,937)		32,755
Tax benefit (expense)	25,212		(3,074)		34,800		(7,460)
Net (loss) gain on net investment hedges, net of tax	$	(86,312)	$	10,707	$	(119,137)	$	25,295

Fair Value Measurements

ASC 820, Fair Value Measurements and Disclosures, establishes a fair value hierarchy that requires the Company to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. A financial instrument’s categorization within the hierarchy is based on the lowest level of input that is significant to the fair value measurement. ASC 820 establishes three levels of inputs that may be used to measure fair value as follows:

Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities.

Level 2 inputs include inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets and liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of assets or liabilities.

Level 3 inputs are unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

The following table presents the Company’s assets and liabilities measured at fair value on a recurring basis as of June 30, 2025 and December 31, 2024:


	June 30, 2025		December 31, 2024
	Level 2			Level 2
Assets:
Foreign currency cash flow hedges	$	645		$	2,258

Liabilities:
Foreign currency cash flow hedges	3,559			888
Foreign currency net investment hedges	16,177			—

The derivative contracts are measured at fair value using models based on observable market inputs such as foreign currency exchange rates and interest rates; therefore, they are classified within Level 2 of the fair value hierarchy.

In addition to fair value disclosure requirements related to financial instruments carried at fair value, accounting standards require disclosures regarding the fair value of all of the Company's financial instruments.

The estimated fair value of long-term debt at June 30, 2025 and December 31, 2024, was $2,669,165 and $2,492,535, respectively. The estimated fair value of long-term debt is based on quoted market prices for similar instruments and is, therefore, classified as Level 2 within the fair value hierarchy.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The carrying values of cash and cash equivalents, trade receivables, accounts payable and short-term borrowings approximate their fair values as of June 30, 2025 and December 31, 2024 due to the short-term nature of these instruments.

12. Income Taxes

The effective tax rates for the three months ended June 30, 2025 and 2024 were 20.4% and 19.8%, respectively. The increase in the effective tax rate for the three months ended June 30, 2025 relative to the prior year comparable period was primarily driven by a prior year valuation allowance release.

The effective tax rates for the six months ended June 30, 2025 and 2024 were 19.8% and 20.5%, respectively. The decrease in the effective tax rate for the six months ended June 30, 2025 relative to the prior year comparable period was primarily driven by a gain on disposition in the prior year.

Dover and its subsidiaries file tax returns in the U.S., including various state and local returns, and in other foreign jurisdictions. We believe adequate provision has been made for all income tax uncertainties. The Company is routinely audited by taxing authorities in its filing jurisdictions, and a number of these audits are currently underway. The Company believes that within the next twelve months uncertain tax positions may be resolved and statutes of limitations will expire, which could result in a decrease in the gross amount of unrecognized tax benefits of approximately $0 to $3,699.

13. Equity Incentive Program

The Company typically makes its annual grants of equity awards pursuant to actions taken by the Compensation Committee of the Board of Directors at its regularly scheduled first quarter meeting. During the six months ended June 30, 2025, the Company issued stock-settled appreciation rights ("SARS") covering 283,082 shares, performance share awards ("PSAs") of 34,458 and restricted stock units ("RSUs") of 57,625. During the six months ended June 30, 2024, the Company issued SARs covering 352,460 shares, PSAs of 42,876 and RSUs of 81,883.

The Company uses the Black-Scholes option pricing model to determine the fair value of each SAR on the date of grant. Expected volatilities are based on Dover's stock price history, including implied volatilities from traded options on Dover stock. The Company uses historical data to estimate SAR exercise and employee termination patterns within the valuation model. The expected life of SARs granted is derived from the output of the option valuation model and represents the average period of time that SARs granted are expected to be outstanding. The interest rate for periods within the contractual life of the awards is based on the U.S. Treasury yield curve in effect at the time of grant.

The assumptions used in determining the fair value of the SARs awarded during the respective periods were as follows:


	SARs
	2025		2024
Risk-free interest rate	4.35	%	4.13	%
Dividend yield	1.02	%	1.28	%
Expected life (years)	5.5		5.5
Volatility	30.50	%	31.32	%

Grant price	$202.33		$160.11
Fair value per share at date of grant	$66.39		$51.17

The PSAs granted in 2025 and 2024 vest based on the attainment of two equally weighted measures: (i) Dover’s performance relative to established internal metrics (performance condition) and (ii) Dover's performance relative to its peer group (companies listed under the S&P 500 Industrials sector; market condition).

The grant date fair value of the performance condition portion is determined using Dover’s closing stock price at the date of grant and the amount of expense recognized over the vesting period is subject to adjustment based on the expected attainment of the performance condition. The grant date fair value per share of the 2025 and 2024 PSAs' performance condition portion were $202.33 and $177.19, respectively.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

The grant date fair value of the 2025 and 2024 market condition portion is determined using the Monte Carlo simulation model. The amount of expense recognized over the vesting period is not subject to change based on future market conditions. The assumptions used in the Monte Carlo model to determine the fair value of the PSAs granted in the respective periods were as follows:


	PSAs
	2025		2024
Risk-free interest rate	4.21	%	4.37	%
Dividend yield	1.02	%	1.15	%
Expected life (years)	2.9		2.8
Volatility	23.10	%	23.30	%

Grant price	$202.33		$177.19
Fair value per share at date of grant	$318.38		$287.62

The performance and vesting period for all 2025 and 2024 PSAs is three years.

The Company also has granted RSUs, and the fair value of these awards was determined using Dover's closing stock price on the date of grant, which was $202.33 and $160.11 for RSUs granted in 2025 and 2024, respectively.

Stock-based compensation is reported within selling, general and administrative expenses in the condensed consolidated statements of earnings. The following table summarizes the Company’s compensation expense relating to all stock-based incentive plans:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Pre-tax stock-based compensation expense	$	7,003	$	9,420	$	30,877	$	24,110
Tax benefit	(723)		(812)		(3,227)		(2,412)
Total stock-based compensation expense, net of tax	$	6,280	$	8,608	$	27,650	$	21,698

For the three months and six months ended June 30, 2025, there was no pre-tax stock-based compensation expense attributable to discontinued operations and for the three months and six months ended June 30, 2024, there was $100 and $569 of expense. These expenses were included within stock-based compensation expense in the condensed consolidated statements of stockholders' equity. See Note 4 — Discontinued and Disposed Operations for further details.

14. Commitments and Contingent Liabilities

Litigation

A few of the Company’s subsidiaries are involved in legal proceedings relating to the cleanup of waste disposal sites identified under federal and state statutes which provide for the allocation of such costs among "potentially responsible parties." In each instance, the extent of the Company’s liability appears to be relatively insignificant in relation to the total projected expenditures and the number of other "potentially responsible parties" involved and is anticipated to be immaterial to the Company. In addition, a few of the Company’s subsidiaries are involved in ongoing remedial activities at certain current and former plant sites, in cooperation with regulatory agencies, and appropriate estimated liabilities have been established. At June 30, 2025 and December 31, 2024, these estimated liabilities for environmental and other matters, including private party claims for exposure to hazardous substances that are probable and estimable, were not significant.

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 June 30, 2025 and December 31, 2024, these estimated liabilities were immaterial. While it is not possible at this time to predict the outcome of

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

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.

Warranty Accruals

Estimated warranty program claims are provided for at the time of sale of the Company's products. Amounts provided for are based on historical costs and adjusted for new claims and are included within other accrued expenses and other liabilities in the condensed consolidated balance sheets. The changes in the carrying amount of product warranties through June 30, 2025 and 2024, were as follows:


	2025		2024
Balance at January 1	$	42,055	$	42,243
Provision for warranties	24,559		29,828
Settlements made	(25,822)		(27,308)
Other adjustments, including acquisitions and currency translation	3,043		(1,253)
Balance at, June 30	$	43,835	$	43,510

15. Other Comprehensive Earnings

Amounts reclassified from accumulated other comprehensive earnings (loss) to earnings during the three and six months ended June 30, 2025 and 2024 were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Foreign currency translation:
Reclassification of foreign currency translation losses to earnings	$	1,858	$	—	$	1,858	$	13,931
Tax benefit	—		—		—		—
Net of tax	$	1,858	$	—	$	1,858	$	13,931
Pension plans:
Amortization of actuarial gain	$	(384)	$	(476)	$	(792)	$	(950)
Amortization of prior service credits	(210)		(184)		(405)		(375)
Settlement and curtailment costs(1)	(729)		—		(729)		—
Total before tax	(1,323)		(660)		(1,926)		(1,325)
Tax provision	293		138		425		277
Net of tax	$	(1,030)	$	(522)	$	(1,501)	$	(1,048)
Cash flow hedges:
Net gain reclassified into earnings	$	1,184	$	(285)	$	705	$	(878)
Tax provision	(219)		54		(141)		174
Net of tax	$	965	$	(231)	$	564	$	(704)

(1) Included in (loss) earnings from discontinued operations, net in the condensed consolidated statement of earnings.

Foreign currency translation losses for the three and six months ended June 30, 2025 were recognized in other income, net within the condensed consolidated statements of earnings. Foreign currency translation losses for the six months ended June 30, 2024 were recognized in gain on dispositions within the condensed consolidated statements of earnings as a result of the disposition of De-Sta-Co.

The Company recognizes the amortization of net actuarial gains and losses and prior service costs and credits in other income, net within the condensed consolidated statements of earnings.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

Cash flow hedges consist mainly of foreign currency forward contracts. The Company recognizes the realized gains and losses on its cash flow hedges in the same line item as the hedged transaction, such as revenue or cost of goods and services.

16. Segment Information

The Company categorizes its operating companies into five reportable segments: Engineered Products, Clean Energy & Fueling, Imaging & Identification, Pumps & Process Solutions, and Climate & Sustainability Technologies. The Company's businesses are structured around similar business models, go-to market strategies, manufacturing practices and product categories which increases management efficiency and better aligns Dover's operations with its strategic initiatives and capital allocation priorities, and provides greater transparency about performance. Operating segments are defined as the components of an enterprise for which separate financial information is available, that engage in business activities from which they may recognize revenues and incur expenses, and that are regularly evaluated by the entity's chief operating decision maker or decision-making group, which is composed of Dover's Group Executive Committee ("GEC"), in making resource allocation decisions and evaluating performance.

The five reportable segments are as follows:

•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, and fluid dispensing end-markets.

•Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport and dispensing 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.

•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.

•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, and 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.

•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.

Management uses segment earnings to evaluate segment performance and allocate resources. Segment earnings is defined as earnings before purchase accounting expenses, restructuring and other costs (benefits), (gain) loss on dispositions, corporate expenses/other, interest expense, interest income and provision for income taxes.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

Segment financial information and a reconciliation of segment results to consolidated results were as follows:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Revenue:
Engineered Products	$	275,944	$	285,297	$	530,590	$	618,117
Clean Energy & Fueling	546,097		463,014		1,037,245		908,067
Imaging & Identification	292,009		287,593		572,099		564,399
Pumps & Process Solutions	520,554		477,239		1,014,127		942,968
Climate & Sustainability Technologies	416,151		436,706		764,039		800,998
Total segment revenues	2,050,755		1,949,849		3,918,100		3,834,549
Intersegment eliminations	(1,163)		(1,067)		(2,449)		(2,048)
Total consolidated revenue	$	2,049,592	$	1,948,782	$	3,915,651	$	3,832,501
Adjusted cost of goods and services:(1)
Engineered Products	$	182,576	$	193,156	$	355,656	$	413,318
Clean Energy & Fueling	343,893		291,639		659,087		582,290
Imaging & Identification	135,804		134,728		259,429		262,553
Pumps & Process Solutions	263,190		255,574		515,354		515,949
Climate & Sustainability Technologies	285,537		307,134		530,237		570,827
Total adjusted segment cost of goods and services	$	1,211,000	$	1,182,231	$	2,319,763	$	2,344,937
Adjusted selling, general and administrative expenses:(2)
Engineered Products	$	39,857	$	40,046	$	77,309	$	90,172
Clean Energy & Fueling	94,433		83,839		184,743		168,566
Imaging & Identification	79,268		77,079		158,158		156,101
Pumps & Process Solutions	97,860		84,448		187,994		171,065
Climate & Sustainability Technologies	53,352		50,445		104,421		100,285
Total adjusted segment selling, general and administrative expenses	$	364,770	$	335,857	$	712,625	$	686,189
Earnings from continuing operations:
Segment earnings:
Engineered Products	$	53,511	$	52,095	$	97,625	$	114,627
Clean Energy & Fueling	107,771		87,536		193,415		157,211
Imaging & Identification	76,937		75,786		154,512		145,745
Pumps & Process Solutions	159,504		137,217		310,779		255,954
Climate & Sustainability Technologies	77,262		79,127		129,381		129,886
Total segment earnings	474,985		431,761		885,712		803,423
Purchase accounting expenses (3)	51,123		44,332		100,227		88,519
Restructuring and other costs (4)	23,210		11,590		32,607		35,561
(Gain) loss on dispositions (5)	(2,176)		663		(4,644)		(529,280)
Corporate expense / other (6)	41,875		39,526		93,834		81,685
Interest expense	26,791		32,374		54,399		68,739
Interest income	(17,935)		(4,081)		(38,189)		(8,837)
Earnings before provision for income taxes	352,097		307,357		647,478		1,067,036
Provision for income taxes	71,967		60,770		128,107		218,347
Earnings from continuing operations	$	280,130	$	246,587	$	519,371	$	848,689

(1) Adjusted cost of goods and services exclude expenses related to purchase accounting and restructuring and other costs.

(2) Adjusted selling, general and administrative expenses exclude expenses related to purchase accounting, restructuring and other costs, gain on dispositions and include other income, net.

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

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

(4) Restructuring and other costs relate to actions taken for headcount reductions, facility consolidations and site closures, product line exits, and other asset charges. Restructuring and other costs consist of the following:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Restructuring	$	13,529	$	9,137	$	21,839	$	27,792
Other costs, net	9,681		2,453		10,768		7,769
Restructuring and other costs	$	23,210	$	11,590	$	32,607	$	35,561

(5) (Gain) loss on dispositions, including post-closing adjustments; see Note 4 — Discontinued and Disposed Operations for further details.

(6) 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.


	Three Months Ended June 30,						Six Months Ended June 30,
	2025			2024			2025			2024
Segment earnings margins:
Engineered Products	19.4		%	18.3		%	18.4		%	18.5		%
Clean Energy & Fueling	19.7		%	18.9		%	18.6		%	17.3		%
Imaging & Identification	26.3		%	26.4		%	27.0		%	25.8		%
Pumps & Process Solutions	30.6		%	28.8		%	30.6		%	27.1		%
Climate & Sustainability Technologies	18.6		%	18.1		%	16.9		%	16.2		%
Total segments	23.2		%	22.2		%	22.6		%	21.0		%

Depreciation and amortization:
Other depreciation and amortization:(7)
Engineered Products	$	5,141		$	4,778		$	9,941		$	9,563
Clean Energy & Fueling	8,961			7,627			17,539			15,548
Imaging & Identification	4,229			3,271			8,322			7,004
Pumps & Process Solutions	13,131			12,637			25,732			24,776
Climate & Sustainability Technologies	7,605			7,220			14,930			14,495
Total other depreciation and amortization	39,067			35,533			76,464			71,386
Corporate depreciation and amortization	1,850			1,759			3,690			3,490
Depreciation and amortization included in purchase accounting expenses and restructuring and other	53,466			45,448			101,647			89,635
Consolidated depreciation and amortization total	$	94,383		$	82,740		$	181,801		$	164,511

(7) Other depreciation and amortization relates to property, plant, and equipment and intangibles, and excludes amounts related to purchase accounting expenses and restructuring and other costs.


	Three Months Ended June 30,				Six Months Ended June 30,
Capital expenditures:	2025		2024		2025		2024
Engineered Products	$	6,175	$	3,286	$	11,997	$	8,456
Clean Energy & Fueling	11,687		7,091		22,780		17,134
Imaging & Identification	9,786		1,296		19,442		4,082
Pumps & Process Solutions	12,969		13,037		25,436		22,941
Climate & Sustainability Technologies	16,039		10,185		24,637		21,158
Corporate	4,276		927		4,832		2,101
Total capital expenditures	$	60,932	$	35,822	$	109,124	$	75,872

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

Selected financial information by segment (continued):


Total assets:	June 30, 2025		December 31, 2024
Engineered Products	$	1,098,778	$	1,063,292
Clean Energy & Fueling	3,712,476		3,601,573
Imaging & Identification	1,842,798		1,749,028
Pumps & Process Solutions	3,507,312		2,613,405
Climate & Sustainability Technologies	1,423,460		1,293,132
Corporate (8)	1,576,460		2,188,730


Total assets	$	13,161,284	$	12,509,160

(8) Corporate assets are comprised primarily of cash and cash equivalents.

The following table presents revenue disaggregated by geography based on the location of the Company's customers:


	Three Months Ended June 30,				Six Months Ended June 30,
Revenue by geography	2025		2024		2025		2024
United States	$	1,146,736	$	1,070,682	$	2,169,853	$	2,085,358
Europe	433,469		411,361		830,760		844,257
Asia	213,546		200,236		422,278		403,300
Other Americas	168,105		198,887		328,001		361,010
Other	87,736		67,616		164,759		138,576
Total	$	2,049,592	$	1,948,782	$	3,915,651	$	3,832,501

For the three and six months ended June 30, 2025 and 2024, the U.S. was the largest geographical market for revenue for the Engineered Products, Clean Energy & Fueling, Pumps & Process Solutions, and Climate & Sustainability Technologies segments, and Europe was the largest market for the Imaging & Identification segment.

17. Stockholders' Equity

Share Repurchases

In August 2023, the Company's Board of Directors approved a new standing share repurchase authorization whereby the Company may repurchase up to 20 million shares beginning on January 1, 2024 through December 31, 2026.

On February 29, 2024, the Company entered into a $500,000 accelerated share repurchase agreement (the "ASR Agreement") with Citibank, N.A. ("Citibank") to repurchase its shares in an accelerated share repurchase program (the "ASR Program"). Shares repurchased under the ASR Program are classified as equity, initially recorded at fair value with no subsequent remeasurement. The Company conducted the ASR Program under the current share repurchase authorization. The Company funded the ASR Program with net proceeds from commercial paper.

Under the terms of the ASR Agreement, the Company paid Citibank $500,000 on March 1, 2024 and on that date received initial delivery of 2,569,839 shares, representing a substantial majority of the shares expected to be retired over the course of the ASR Agreement. In July 2024, Citibank delivered 299,443 additional shares which completed the ASR Program totaling 2,869,282 repurchased shares. The total number of shares ultimately repurchased under the ASR Agreement was based on the volume-weighted average share price of Dover's common stock during the calculation period of the ASR Program, less a discount, which was $174.26 over the term of the ASR Program.

In the three months ended June 30, 2025, there were no share repurchases. In the six months ended June 30, 2025, the Company repurchased 200,000 shares at a total cost of $40,700, or $203.50 per share. Exclusive of the ASR Program, there were no share repurchases during the three and six months ended June 30, 2024.

As of June 30, 2025, 16,930,718 shares remain authorized for repurchase under the August 2023 share repurchase authorization.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

18. Earnings per Share

The following table sets forth a reconciliation of the information used in computing basic and diluted earnings per share:


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Earnings from continuing operations	$	280,130	$	246,587	$	519,371	$	848,689
(Loss) earnings from discontinued operations, net	(1,066)		35,235		(9,486)		65,354
Net earnings	$	279,064	$	281,822	$	509,885	$	914,043
Basic earnings per common share:
Earnings from continuing operations	$	2.04	$	1.79	$	3.78	$	6.14
(Loss) earnings from discontinued operations, net	$	(0.01)	$	0.26	$	(0.07)	$	0.47
Net earnings	$	2.03	$	2.05	$	3.71	$	6.61

Weighted average shares outstanding	137,226,000		137,443,000		137,261,000		138,247,000
Diluted earnings per common share:
Earnings from continuing operations	$	2.03	$	1.78	$	3.76	$	6.10
(Loss) earnings from discontinued operations, net	$	(0.01)	$	0.25	$	(0.07)	$	0.47
Net earnings	$	2.02	$	2.04	$	3.69	$	6.57

Weighted average shares outstanding	137,974,000		138,404,000		138,132,000		139,136,000

The following table is a reconciliation of the share amounts used in computing earnings per share:


	Three Months Ended June 30,		Six Months Ended June 30,
	2025	2024	2025	2024
Weighted average shares outstanding - basic	137,226,000	137,443,000	137,261,000	138,247,000
Dilutive effect of assumed exercise of SARs and vesting of performance shares and RSUs	748,000	961,000	871,000	889,000
Weighted average shares outstanding - diluted	137,974,000	138,404,000	138,132,000	139,136,000

Diluted earnings per share amounts are computed using the weighted average number of common shares outstanding and, if dilutive, potential common shares outstanding during the period. Potential common shares consist of the incremental common shares issuable upon the exercise of SARs and vesting of performance shares and RSUs, as determined using the treasury stock method.

The weighted average number of anti-dilutive potential common shares excluded from the calculation above were approximately 61,000 and 37,000 for the three months ended June 30, 2025 and 2024, respectively and 51,000 and 72,000 for the six months ended June 30, 2025 and 2024, respectively.

19. Recent Accounting Pronouncements

Recently Issued Accounting Standards

In December 2023, the FASB issued ASU No. 2023-09 Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which expands the disclosures required in an entity’s income tax rate reconciliation table and requires disclosure of income taxes paid both in U.S. and foreign jurisdictions. The amendments are effective for fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company's disclosures.

In November 2024, the FASB issued ASU No. 2024-03, Income Statement—Reporting Comprehensive Income (Subtopic 220-40): Expense Disaggregation Disclosures, which expands disclosures of specific expense categories at interim and annual reporting periods. The amendments are effective for fiscal years beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027. Early adoption is permitted. The Company is currently evaluating this ASU to determine its impact on the Company’s disclosures.

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DOVER CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Amounts in thousands except share data and where otherwise indicated) (Unaudited)

Recently Adopted Accounting Standard

In September 2022, the FASB issued ASU No. 2022-04 Liabilities-Supplier Finance Programs ("SCF") (Topic 405-50): Disclosure of Supplier Finance Program Obligations. The amendments in this update require a buyer in a supplier finance program to disclose information about the program's nature, activity during the period, changes from period to period, and potential magnitude. The Company adopted the guidance when it became effective on January 1, 2023, except for the rollforward requirement, which was adopted when it became effective January 1, 2024. The adoption did not have a material impact on the Company's condensed consolidated financial statements.

Outstanding payments related to the SCF program are recorded within accounts payable in our condensed consolidated balance sheets. Amounts due to the SCF financial institutions as of June 30, 2025 and December 31, 2024 were approximately $127,498 and $156,973 respectively.

In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): 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 for other segment items, and interim disclosures of a reportable segment’s profit or loss and assets. The amendments are effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The Company adopted the guidance during fiscal year 2024 and for interim periods beginning in the first quarter of 2025.

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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, and fluid dispensing end-markets.

•Our Clean Energy & Fueling segment provides components, equipment, software solutions and services enabling safe and reliable storage, transport and dispensing 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, and 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 2025, revenue was $2.0 billion, which increased $100.8 million, or 5.2%, as compared to the second quarter of 2024. This increase was driven by acquisition-related revenue growth of 3.0%, a favorable impact from foreign currency translation of 1.3% and organic revenue growth of 0.9%. The acquisition-related growth was driven by our acquisitions in the Clean Energy & Fueling and Pumps & Process Solutions segments.

The 0.9% organic revenue growth for the second quarter of 2025 was driven by our Clean Energy & Fueling and Pumps & Process Solutions segments which grew 8.0% and 3.9%, respectively. The growth was partially offset by the Climate & Sustainability Technologies and Engineered Products segments which declined 5.6% and 5.1%, respectively. 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 3.9% in the second quarter of 2025 compared to the prior year comparable quarter, driven by increased organic revenue in the Clean Energy & Fueling and Pumps & Process Solutions segments. Organic revenue increased for Europe by 0.2%, and decreased for Other Americas and Asia by 19.3%, and 0.6%, respectively.

Bookings were $2.0 billion for the three months ended June 30, 2025, an increase of $131.2 million or 7.0% compared to the prior year comparable quarter. The bookings growth was primarily driven by strong bookings in the Clean Energy & Fueling and Pumps & Process Solutions segments.

Restructuring and other costs for the three months ended June 30, 2025 were $23.2 million, which included restructuring charges of $13.5 million and other costs of $9.7 million. Restructuring and other costs were primarily related to exit costs and headcount reductions in the Climate & Sustainability Technologies, Clean Energy & Fueling, and Pumps & Process Solutions and 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, 2025, the Company completed two business acquisitions for approximately $629.6 million, subject to post-closing adjustments. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

CONSOLIDATED RESULTS OF OPERATIONS


	Three Months Ended June 30,								Six Months Ended June 30,
(dollars in thousands, except per share figures)	2025			2024			% / Point Change		2025			2024			% / Point Change
Revenue	$	2,049,592		$	1,948,782		5.2	%	$	3,915,651		$	3,832,501		2.2	%
Cost of goods and services	1,231,330			1,196,259			2.9	%	2,351,889			2,382,791			(1.3)	%
Gross profit	818,262			752,523			8.7	%	1,563,762			1,449,710			7.9	%
Gross profit margin	39.9		%	38.6		%	1.3		39.9		%	37.8		%	2.1

Selling, general and administrative expenses	463,665			429,055			8.1	%	912,856			872,036			4.7	%
Selling, general and administrative expenses as a percent of revenue	22.6		%	22.0		%	0.6		23.3		%	22.8		%	0.5

Operating earnings	354,597			323,468			9.6	%	650,906			577,674			12.7	%
Interest expense	26,791			32,374			(17.2)	%	54,399			68,739			(20.9)	%
Interest income	(17,935)			(4,081)			339.5	%	(38,189)			(8,837)			332.1	%
(Gain) loss on dispositions	(2,176)			663			nm*		(4,644)			(529,280)			nm*
Other income, net	(4,180)			(12,845)			nm*		(8,138)			(19,984)			nm*
Earnings before provision for income taxes	352,097			307,357			14.6	%	647,478			1,067,036			(39.3)	%
Provision for income taxes	71,967			60,770			18.4	%	128,107			218,347			(41.3)	%
Effective tax rate	20.4		%	19.8		%	0.6		19.8		%	20.5		%	(0.7)
Earnings from continuing operations	280,130			246,587			13.6	%	$	519,371		$	848,689		(38.8)	%
(Loss) earnings from discontinued operations, net	(1,066)			35,235			nm*		(9,486)			65,354			nm*
Net earnings	$	279,064		$	281,822		(1.0)	%	$	509,885		$	914,043		(44.2)	%

Earnings per common share from continuing operations - diluted	$	2.03		$	1.78		14.0	%	$	3.76		$	6.10		(38.4)	%

* nm - not meaningful

Revenue

Revenue for the three months ended June 30, 2025 increased $100.8 million, or 5.2%, from the prior year comparable quarter. The increase in revenue was driven by acquisition-related growth of 3.0%, primarily in our Clean Energy & Fueling and Pumps & Process Solutions segments, a favorable impact from foreign currency translation of 1.3% and organic revenue growth of 0.9%. Customer pricing favorably impacted revenue by approximately 1.9% in the second quarter of 2025 and by 1.7% in the prior year comparable quarter.

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Revenue for the six months ended June 30, 2025 increased $83.2 million, or 2.2%, from the prior year comparable period. The increase in revenue was driven by acquisition-related growth of 2.7%, primarily in our Clean Energy & Fueling and Pumps & Process Solutions segments, organic revenue growth of 0.7% and a favorable impact from foreign currency translation of 0.1%. This increase was partially offset by a disposition-related decline of 1.3%. Customer pricing favorably impacted revenue by approximately 1.6% for the six months ended June 30, 2025 and 2024.

Gross Profit

Gross profit for the three months ended June 30, 2025 increased $65.7 million, or 8.7%, and gross profit margin increased 130 basis points to 39.9%, versus the prior year comparable quarter. The gross profit margin increase was driven by productivity initiatives, favorable portfolio mix, and benefits from restructuring actions.

Gross profit for the six months ended June 30, 2025 increased $114.1 million, or 7.9%, and gross profit margin increased by 210 basis points to 39.9%, from the prior year comparable period. Gross profit margin increased driven by productivity initiatives, favorable portfolio mix, and benefits from restructuring actions.

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the three months ended June 30, 2025 increased $34.6 million, or 8.1%, from the prior year comparable quarter, primarily due to increases in employee compensation and benefits, acquisition-related amortization expense, and an unfavorable impact from foreign currency translation. As a percentage of revenue, selling, general and administrative expenses increased 60 basis points as compared to the prior year comparable quarter to 22.6%.

Selling, general and administrative expenses for the six months ended June 30, 2025 increased $40.8 million, or 4.7%, from the prior year comparable period, primarily driven by increased employee compensation and benefits and acquisition-related amortization costs, partially offset by lower restructuring costs. Selling, general and administrative expenses as a percentage of revenue increased 50 basis points as compared to the prior year comparable period to 23.3%.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $40.8 million and $36.4 million for the three months ended June 30, 2025 and 2024, and $78.3 million and $72.5 million, for the six months ended June 30, 2025 and 2024. The costs as a percentage of revenue is 2.0% for both the three and six months ended June 30, 2025 and 1.9% for both the three and six months ended June 30, 2024.

Non-Operating Items

Interest Expense, net

For the three and six months ended June 30, 2025, interest expense, net of interest income, decreased $19.4 million, or 68.7%, to $8.9 million and $43.7 million or 72.9%, to $16.2 million, respectively compared to the prior year comparable period. The decreases were primarily due to higher interest income generated by the investment of proceeds from the sale of ESG held in highly liquid short-term investments and reduced interest expense resulting from a lack of commercial paper borrowings.

Gain on Dispositions

Gain on dispositions amounted to $2.2 million and $4.6 million for the three and six months June 30, 2025 and a loss of $0.7 million and a gain of $529.3 million for the three and six months ended June 30, 2024, respectively. The 2024 gain on disposition was driven by the sale of the De-Sta-Co business on March 31, 2024. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

Income Taxes

The effective tax rates for the three months ended June 30, 2025 and 2024 were 20.4% and 19.8%, respectively. The increase in the effective tax rate for the three months ended June 30, 2025 relative to the prior year comparable quarter was primarily driven by a prior year valuation allowance release.

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The effective tax rates for the six months ended June 30, 2025 and 2024 were 19.8% and 20.5%, respectively. The decrease in the effective tax rate for the six months ended June 30, 2025 relative to the prior year comparable quarter was primarily driven by a gain on disposition in the prior year.

On July 4, 2025, the One Big Beautiful Bill was enacted into law, introducing changes to the U.S. tax code. The Company is currently evaluating the various provisions, but does not expect this to have a material impact on our effective tax rate.

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.

See Note 12 — Income Taxes in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

Earnings from Continuing Operations

Earnings from continuing operations for the three months ended June 30, 2025 increased 13.6% to $280.1 million, or $2.03 diluted earnings per share from continuing operations, from $246.6 million, or $1.78 diluted earnings per share from continuing operations, in the prior year comparable quarter. The increase in earnings from continuing operations is primarily driven by acquisition-related and organic revenue growth primarily in our Clean Energy & Fueling and Pumps & Process Solutions segments and higher margin resulting from favorable mix, productivity initiatives and benefits from restructuring actions.

Earnings from continuing operations for the six months ended June 30, 2025 decreased 38.8% to $519.4 million, or $3.76 diluted earnings per share from continuing operations, from $848.7 million, or $6.10 diluted earnings per share from continuing operations, in the prior year comparable period. The decrease in earnings from continuing operations is primarily due to the after-tax gain on disposition of De-Sta-Co of $414.5 million in the prior year, partially offset by higher operating earnings in the current period.

Discontinued Operations

Loss from discontinued operations, net for the three and six months ended June 30, 2025 amounted to $1.1 million and $9.5 million, respectively. Earnings from discontinued operations, net for the three and six months ended June 30, 2024 amounted to $35.2 million and $65.4 million, respectively. The Company completed the sale of ESG on October 8, 2024. See Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for additional details.

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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, which excludes the impact of foreign currency exchange rates and the impact of acquisitions and divestitures. 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, and fluid dispensing end-markets.


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2025		2024		% Change		2025		2024		% Change
Revenue	$	275,944	$	285,297	(3.3)	%	$	530,590	$	618,117	(14.2)	%

Segment earnings	$	53,511	$	52,095	2.7	%	$	97,625	$	114,627	(14.8)	%



Segment earnings margin	19.4 %		18.3 %				18.4 %		18.5 %


Operational metrics:
Bookings	$	276,571	$	280,542	(1.4)	%	$	541,109	$	610,467	(11.4)	%


Components of revenue decline:
Organic decline					(5.1)	%					(6.7)	%
Acquisitions					0.7	%					0.6	%
Dispositions					—	%					(8.3)	%
Foreign currency translation					1.1	%					0.2	%
Total revenue decline					(3.3)	%					(14.2)	%

Second Quarter 2025 Compared to the Second Quarter 2024

Engineered Products revenue for the second quarter of 2025 decreased $9.4 million, or 3.3%, as compared to the second quarter of 2024, due to organic decline of 5.1%, partially offset by a favorable impact from foreign currency translation of 1.1% and acquisition-related growth of 0.7%. Acquisition-related growth was driven by the acquisition of Criteria Labs, Inc. in the third quarter of 2024. Customer pricing favorably impacted revenue by approximately 3.0% in the second quarter of 2025 and 0.3% in the prior year comparable quarter.

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The organic revenue decline was primarily due to lower volumes in our vehicle service business, partially offset by pricing actions and favorable demand trends in our industrial winch and hoist businesses. We expect continued sequential performance improvement and organic growth in the second half of the year due to solid demand trends in several of our key end markets, most notably in our aerospace and defense business, as well as improving dynamics in vehicle service business demand.

Engineered Products segment earnings increased $1.4 million, or 2.7%, compared to the second quarter of 2024. The increase was primarily driven by favorable price versus cost dynamics and benefits from restructuring actions, partially offset by the negative impact from lower volumes in vehicle service. Segment earnings margin increased to 19.4% from 18.3% as compared to the prior year comparable quarter.

Overall bookings decreased 1.4% as compared to the prior year comparable quarter. The bookings decline was due to reduced demand in our vehicle service business, partially offset by strength in aerospace and defense. Segment book-to-bill was 1.00.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Engineered Products revenue for the six months ended June 30, 2025 decreased $87.5 million, or 14.2%, compared to the prior year comparable period. This was comprised of a disposition-related decline of 8.3% and an organic revenue decline of 6.7%, partially offset by acquisition-related growth of 0.6% and a favorable impact from foreign currency translation of 0.2%. The organic revenue decline was primarily due to lower volumes in our vehicle service business. Customer pricing favorably impacted revenue by approximately 2.1% and by 0.6% in the prior year comparable period.

Segment earnings for the six months ended June 30, 2025 decreased $17.0 million, or 14.8%, as compared to the 2024 comparable period. The decrease was primarily due to the divestiture of De-Sta-Co and lower volumes in vehicle service, partially offset by favorable price versus cost dynamics and the benefit of restructuring actions. Segment earnings margin decreased to 18.4% from 18.5% 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 and dispensing 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.


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2025		2024		% Change		2025		2024		% Change
Revenue	$	546,097	$	463,014	17.9	%	$	1,037,245	$	908,067	14.2	%

Segment earnings	$	107,771	$	87,536	23.1	%	$	193,415	$	157,211	23.0	%



Segment earnings margin	19.7 %		18.9 %				18.6 %		17.3 %


Operational metrics:
Bookings	$	526,819	$	442,086	19.2	%	$	1,070,678	$	913,696	17.2	%


Components of revenue growth:
Organic growth					8.0	%					5.0	%
Acquisitions					9.1	%					9.2	%

Foreign currency translation					0.8	%					—	%
Total revenue growth					17.9	%					14.2	%

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Second Quarter 2025 Compared to the Second Quarter 2024

Clean Energy & Fueling revenue for the second quarter of 2025 increased $83.1 million, or 17.9%, as compared to the second quarter of 2024, driven by acquisition-related growth of 9.1%, organic growth of 8.0% and a favorable foreign currency translation impact of 0.8%. Acquisition-related growth was primarily driven by the acquisition of Marshall Excelsior Company in the third quarter of 2024. Customer pricing favorably impacted revenue in the second quarter of 2025 by approximately 1.7% and by 3.2% in the prior year comparable quarter.

The organic revenue growth was primarily driven by pricing actions and favorable demand trends in our above and below-ground retail fueling, fluid transport, and clean energy components businesses. We expect demand conditions to remain constructive across end markets in the second half of the year.

Clean Energy & Fueling segment earnings increased $20.2 million, or 23.1%, over the prior year comparable quarter. The increase was primarily driven by higher volumes, pricing, the favorable impact from acquisitions and benefits from restructuring actions, partially offset by inflationary costs. Segment earnings margin increased to 19.7% from 18.9% as compared to prior year comparable quarter.

Overall bookings increased 19.2% as compared to the prior year comparable quarter. The bookings growth was primarily driven by acquisition-related growth in clean energy platforms and demand in North America above and below-ground retail fueling equipment. Segment book-to-bill was 0.96.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Clean Energy & Fueling segment revenue increased $129.2 million, or 14.2%, as compared to the six months ended June 30, 2024, attributable to acquisition-related growth of 9.2% and organic growth of 5.0%. Organic revenue growth was driven by pricing actions and strong demand in our above and below-ground retail fueling, fluid transport, and clean energy components businesses. Customer pricing favorably impacted revenue by approximately 1.5% and by approximately 3.0% in the prior year comparable period.

Clean Energy & Fueling segment earnings increased $36.2 million or 23.0%, for the six months ended June 30, 2025. The increase was primarily driven by volume growth, pricing, the favorable impact from acquisitions and benefits from restructuring actions, partially offset by inflationary costs. Segment earnings margin increased to 18.6% from 17.3% in the prior year comparable period.

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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.


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2025		2024		% Change		2025		2024		% Change
Revenue	$	292,009	$	287,593	1.5	%	$	572,099	$	564,399	1.4	%

Segment earnings	$	76,937	$	75,786	1.5	%	$	154,512	$	145,745	6.0	%



Segment earnings margin	26.3 %		26.4 %				27.0 %		25.8 %


Operational metrics:
Bookings	$	292,092	$	288,641	1.2	%	$	580,261	$	567,074	2.3	%


Components of revenue growth:
Organic growth					—	%					1.9	%
Acquisitions					—	%					0.1	%

Foreign currency translation					1.5	%					(0.6)	%
Total revenue growth					1.5	%					1.4	%

Second Quarter 2025 Compared to the Second Quarter 2024

Imaging & Identification revenue for the second quarter of 2025 increased $4.4 million, or 1.5%, as compared to the second quarter of 2024, driven by a favorable impact from foreign currency translation of 1.5% with organic revenue remaining flat. Customer pricing favorably impacted revenue in the second quarter of 2025 by approximately 4.1% and by approximately 2.8% in the prior year comparable quarter.

Organic revenue remained flat as growth in core marking and coding was offset by lower demand in digital textile printing. We expect revenue growth in the second half of the year driven by pricing and increased demand in our marking and coding business, as well as in serialization software.

Imaging & Identification segment earnings increased $1.2 million, or 1.5%, over the prior year comparable quarter. The increase was primarily driven by favorable price versus cost dynamics and productivity initiatives, partially offset by reduced volumes. Segment earnings margin decreased to 26.3% from 26.4% in the prior year comparable quarter.

Overall bookings increased 1.2% as compared to the prior year comparable quarter. The bookings growth was primarily driven by our marking and coding and serialization software businesses. Segment book-to-bill was 1.00.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Imaging & Identification segment revenue increased $7.7 million, or 1.4%, as compared to the six months ended June 30, 2024, attributable to organic growth of 1.9% and acquisition-related growth of 0.1%, partially offset by an unfavorable impact from foreign currency translation of 0.6%. The organic revenue growth was primarily driven by pricing actions and increased demand increased demand for core marking and coding equipment, partially offset by reduced demand in digital textile printing. Customer pricing favorably impacted revenue by approximately 3.2% in the first half of 2025 and in the prior year comparable period.

Imaging & Identification segment earnings increased $8.8 million, or 6.0%, for the six months ended June 30, 2025 over the prior year comparable period. The increase was primarily driven by favorable price versus cost dynamics and productivity initiatives. Segment earnings margin increased to 27.0% from 25.8% 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, and 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.


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2025		2024		% Change		2025		2024		% Change
Revenue	$	520,554	$	477,239	9.1	%	$	1,014,127	$	942,968	7.5	%

Segment earnings	$	159,504	$	137,217	16.2	%	$	310,779	$	255,954	21.4	%



Segment earnings margin	30.6 %		28.8 %				30.6 %		27.1 %


Operational metrics:
Bookings	$	530,158	$	461,426	14.9	%	$	1,029,445	$	935,058	10.1	%


Components of revenue growth:
Organic growth					3.9	%					5.2	%
Acquisitions					2.8	%					1.6	%

Foreign currency translation					2.4	%					0.7	%
Total revenue growth					9.1	%					7.5	%

Second Quarter 2025 Compared to the Second Quarter 2024

Pumps & Process Solutions revenue for the second quarter of 2025 increased $43.3 million, or 9.1%, as compared to the second quarter of 2024, driven by organic growth of 3.9%, acquisition-related growth of 2.8% and a favorable impact from foreign currency translation of 2.4%. Acquisition-related growth was driven by the acquisitions of Cryogenic Machinery Corp. ("Cryo-Mach") in the first quarter of 2025 and Sikora AG ("Sikora") in the second quarter of 2025. Customer pricing favorably impacted revenue in the second quarter of 2025 by approximately 1.7% and by approximately 1.8% in the prior year comparable quarter.

The organic revenue growth was primarily driven by robust demand for single-use biopharma components, thermal connectors used in liquid cooling of data centers, and digital controls for midstream natural gas compression, as well as solid performance in industrial pumps, partially offset by anticipated revenue declines in our plastics and polymer processing solutions business as customers shift focus to optimizing the significant capacity investments made over the last several years. We expect continued growth in the second half of the year supported by demand trends in several of our businesses and an improving outlook in polymer processing equipment.

Pumps & Process Solutions segment earnings increased $22.3 million, or 16.2%, over the prior year comparable quarter. The increase was driven by the favorable impact from higher volumes, productivity initiatives, favorable portfolio mix and the impact from acquisitions. Segment earnings margin increased to 30.6% from 28.8% in the prior year comparable quarter.

Overall bookings increased 14.9% as compared to the prior year comparable quarter. The bookings growth was primarily driven by positive demand trends in biopharmaceutical end market and growth in high performance computing and data center application demand. Segment book-to-bill was 1.02.

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Pumps & Process Solutions segment revenue increased $71.2 million, or 7.5%, as compared to the six months ended June 30, 2024, attributable to organic growth of 5.2%, acquisition-related growth of 1.6% for the acquisitions of Cryo-Mach and Sikora AG, and a favorable impact from foreign currency translation of 0.7%.

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The organic growth was primarily driven by single-use biopharma components, thermal connectors used in liquid cooling of data centers, and digital controls for midstream natural gas compression, together with solid performance in precision components and industrial pumps, partially offset by expected declines in our polymer processing equipment business. Customer pricing favorably impacted revenue by approximately 1.5% and by approximately 1.6% in the prior year comparable period.

Pumps & Process Solutions segment earnings increased $54.8 million, or 21.4%, for the six months ended June 30, 2025 over the prior year comparable period. The increase was driven by the impact of higher volumes, favorable portfolio mix, the impact from acquisitions and productivity initiatives. Segment earnings margin increased to 30.6% from 27.1% 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.


	Three Months Ended June 30,						Six Months Ended June 30,
(dollars in thousands)	2025		2024		% Change		2025		2024		% Change
Revenue	$	416,151	$	436,706	(4.7)	%	$	764,039	$	800,998	(4.6)	%

Segment earnings	$	77,262	$	79,127	(2.4)	%	$	129,381	$	129,886	(0.4)	%



Segment earnings margin	18.6 %		18.1 %				16.9 %		16.2 %


Operational metrics:
Bookings	$	384,246	$	406,269	(5.4)	%	$	779,869	$	859,355	(9.2)	%


Components of revenue decline:
Organic decline					(5.6)	%					(4.8)	%


Foreign currency translation					0.9	%					0.2	%
Total revenue decline					(4.7)	%					(4.6)	%

Second Quarter 2025 Compared to the Second Quarter 2024

Climate & Sustainability Technologies revenue decreased $20.6 million, or 4.7%, as compared to the second quarter of 2024, due to an organic revenue decline of 5.6%, partially offset by a favorable impact from foreign currency translation of 0.9%. Customer pricing favorably impacted revenue in the second quarter of 2025 by approximately 0.2% and by approximately 0.3% in the prior year comparable quarter.

The organic revenue decline was primarily due to project timing in retail refrigeration, partially offset by continued strong demand for low-GWP CO2 refrigerant systems, and improving demand in beverage can-making and across heat exchanger applications. We expect improvement as we move through 2025, as solid demand in CO2 refrigerant systems continues, demand for heat exchangers in data center cooling applications accelerates, and demand headwinds in both beverage can-making equipment and European residential heat pumps abate.

Climate & Sustainability Technologies segment earnings decreased $1.9 million, or 2.4%, as compared to the second quarter of 2024. The segment earnings decrease was primarily due to the unfavorable impact from lower volumes, partially offset by productivity initiatives and the favorable mix impact from CO2 refrigerant systems growth in retail refrigeration. Segment earnings margin increased to 18.6% from 18.1% in the prior year comparable quarter.

Bookings in the second quarter of 2025 decreased 5.4% from the prior year comparable quarter. The bookings decline was primarily due to order timing in retail refrigeration, partially offset by favorable heat exchanger demand trends and higher beverage can-making bookings. Segment book-to-bill was 0.92.

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Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Climate & Sustainability Technologies segment revenue decreased $37.0 million, or 4.6%, compared to the six months ended June 30, 2024, reflecting an organic revenue decline of 4.8%, partially offset by a favorable foreign currency translation impact of 0.2%. The organic revenue decline for the six months ended June 30, 2025 was due to project timing in retail refrigeration, partially offset by continued strong demand for low-GWP CO2 refrigerant systems, and improving demand across beverage can-making and heat exchanger applications. Customer pricing favorably impacted revenue by approximately 0.2%, and unfavorably impacted revenue by approximately 0.2% in the prior year comparable period.

Climate & Sustainability Technologies segment earnings decreased $0.5 million, or 0.4%, for the six months ended June 30, 2025, as compared to the prior year comparable period. Segment earnings margin increased to 16.9% from 16.2% in the prior year comparable period. The earnings decrease was primarily due to lower volumes in retail refrigeration, partially offset by increased heat exchanger and beverage can-making volumes, productivity initiatives and the favorable mix impact from CO2 refrigerant systems growth.

Reconciliation of Segment Earnings to Earnings from Continuing Operations


	Three Months Ended June 30,				Six Months Ended June 30,
(in thousands)	2025		2024		2025		2024
Earnings from Continuing Operations:
Segment earnings:
Engineered Products	$	53,511	$	52,095	$	97,625	$	114,627
Clean Energy & Fueling	107,771		87,536		193,415		157,211
Imaging & Identification	76,937		75,786		154,512		145,745
Pumps & Process Solutions	159,504		137,217		310,779		255,954
Climate & Sustainability Technologies	77,262		79,127		129,381		129,886
Total segment earnings	474,985		431,761		885,712		803,423
Purchase accounting expenses (1)	51,123		44,332		100,227		88,519
Restructuring and other costs (2)	23,210		11,590		32,607		35,561
(Gain) loss on dispositions (3)	(2,176)		663		(4,644)		(529,280)
Corporate expense / other (4)	41,875		39,526		93,834		81,685
Interest expense	26,791		32,374		54,399		68,739
Interest income	(17,935)		(4,081)		(38,189)		(8,837)
Earnings before provision for income taxes	352,097		307,357		647,478		1,067,036
Provision for income taxes	71,967		60,770		128,107		218,347
Earnings from continuing operations	$	280,130	$	246,587	$	519,371	$	848,689

(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) loss on dispositions, including post-closing adjustments; see Note 4 — Discontinued and Disposed Operations in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

(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, 2025, we incurred 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 the Company will continue to make proactive adjustments to its cost structure to align with current demand trends. 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 statements of earnings. Additional programs beyond the scope of the announced programs may be implemented during 2025 with related restructuring and other cost charges.

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


	Three Months Ended June 30, 2025
(in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	563	$	2,676	$	319	$	2,646	$	7,144	$	181	$	13,529
Other (benefits) costs	(5)		742		596		(220)		6,597		1,971		9,681
Restructuring and other costs	$	558	$	3,418	$	915	$	2,426	$	13,741	$	2,152	$	23,210


	Six Months Ended June 30, 2025
(in thousands)	Engineered Products		Clean Energy & Fueling		Imaging & Identification		Pumps & Process Solutions		Climate & Sustainability Technologies		Corporate		Total
Restructuring	$	3,031	$	4,444	$	488	$	4,591	$	8,810	$	475	$	21,839
Other costs, net	56		857

DOVER Corp 10-Q