Tobin Richard J 4

What Happened

• Richard J. Tobin, Dover Corporation’s Chairman, President & CEO, exercised/converted 210,658 derivative awards into common shares on Feb 19, 2026 (reported as an exercise/conversion at $0.00 per share). All 210,658 shares were then disposed of the same day through three actions: 72,422 shares were delivered to the issuer at $231.98 (≈ $16.8M), 61,239 shares were surrendered to cover taxes/withholding at $231.98 (≈ $14.2M), and 76,997 shares were sold in the open market at a weighted average price of $232.70 (≈ $17.9M). Total proceeds from the dispositions reported are approximately $48.9 million.
• This sequence (exercise/conversion followed by withholding and open‑market sales) is consistent with a cashless or stock‑settled exercise where newly issued shares are used to satisfy tax and withholding obligations and remaining shares sold.

Key Details

• Transaction date: 2026-02-19; Form 4 filed 2026-02-20 (timely filing).
• Breakdown of dispositions: 72,422 shares @ $231.98 to issuer ($16.8M); 61,239 shares @ $231.98 withheld for tax/consideration ($14.2M); 76,997 shares sold open market @ weighted avg $232.70 (~$17.9M). The open‑market price range was $231.73–$233.30 (per footnote).
• Exercise/Conversion: 210,658 derivative units converted into shares (reported at $0.00 exercise price).
• Shares owned after transaction: the filing excerpt does not state a total beneficial ownership figure; footnote notes that reported beneficial ownership includes 34,358 unvested restricted stock units (each converts to one share upon vesting).
• Notable footnotes: F1 = inclusion of 34,358 unvested RSUs in beneficial ownership; F2 = weighted average selling price and price range disclosure with offer to provide per‑price breakdown on request.

Context

• For retail investors: this is an insider exercising/ converting derivative awards and disposing of the resulting shares to cover tax withholding and to sell into the market. Such transactions are common when long‑term awards vest or are exercised and do not by themselves indicate CEO sentiment about the company’s near‑term prospects.
• The filing shows the exercise and immediate dispositions on the same day (cashless/stock‑settlement pattern), and the Form 4 was filed promptly the next day.