Stockwatch

DOVER CORP
Symbol	DOV
Recent Sedar+ Documents

Dover Announces Pricing Terms, Expiration and Results of Cash Tender Offers for Certain of Its Outstanding Debt Securities

2026-11-05 20:51 ET - News Release

DOWNERS GROVE, Ill., Nov. 05, 2026 (GLOBE NEWSWIRE) -- Dover (NYSE: DOV), a diversified global manufacturer, today announced the pricing terms, expiration and results of its previously announced tender offers (each, a “Tender Offer” and together, the “Tender Offers”) to purchase for cash up to an aggregate purchase price, excluding the Accrued Coupon Payment (as defined below), of $300,000,000 (the “Tender Cap”), of the debt securities referred to below (collectively, the “Notes,” and each, a “Series” of Notes), in the order of Acceptance Priority Levels set forth in the table below and subject to proration.

Each Tender Offer has been made upon the terms and subject to the conditions set forth in the Offer to Purchase dated October 26, 2026, as amended by Dover’s press release dated October 30, 2026 (the “Offer to Purchase”), and any related documents (together with the Offer to Purchase, the “Tender Offer Documents”). On October 30, 2026, Dover announced that it had increased the Tender Cap from $230,000,000 to $300,000,000 and extended the expiration of the Tender Offers from 5:00 p.m., New York City time, on October 30, 2026 to 5:00 p.m., New York City time, on November 5, 2026. Capitalized terms used but not defined in this press release have the meanings given to them in the Offer to Purchase.

The Tender Offers expired at 5:00 p.m., New York City time, on November 5, 2026 (such time and date, the “Expiration Date”). Withdrawal rights for the Tender Offers expired at the Expiration Date, and accordingly, Notes validly tendered in the Tender Offers may no longer be withdrawn except where additional withdrawal rights are required by law.

At the Expiration Date, according to information provided by D.F. King & Co., Inc., the tender and information agent for the Tender Offers (the “Tender and Information Agent”), the aggregate principal amount of each Series of Notes validly tendered and not validly withdrawn pursuant to the Tender Offers and the aggregate principal amount of each Series of Notes accepted for purchase are set forth in the table below.

^{Series of Notes}

^CUSIP/ISIN
^Number⁽¹⁾

^Aggregate
^{Principal Amount Outstanding}^{Prior to Tender Offer}

^Acceptance
^Priority
^Level

^Reference
^Security

^{Reference Yield}⁽²⁾

^{Fixed Spread (Basis Points)}

^{Total Consideration (3)}

^{Principal Amount Tendered}

^{Principal Amount Accepted}

^{Approximate Proration Factor (4)}

^{6.650% Debentures}
^{due 2028}

^260003AC2^/^US260003AC29

^$^200,000,000

^{4.750% UST}
^{due 9/30/2028}

^4.487%

⁺³⁰

^$^1,027.66

^$^65,680,000

^N/A

^{6.600% Notes}
^{due 2038}

^260003AG3^/^US260003AG33

^$^250,000,000

^{4.625% UST}
^{due 8/15/2036}

^4.837%

⁺⁷⁰

^$^1,088.60

^$^76,571,000

^N/A

^{5.375% Debentures}
^{due 2035}

^260003AF5^/^US260003AF59

^$^300,000,000

^{4.625% UST}
^{due 8/15/2036}

^4.837%

⁺⁶⁵

^$^992.13

^$^135,395,000

^N/A

^{5.375% Notes}
^{due 2041}

^260003AK4^/^US260003AK45

^$^350,000,000

⁴

^{4.625% UST}
^{due 8/15/2036}

^4.837%

⁺⁹⁰

^$^964.90

^$^121,849,000

^$^15,357,000

¹^2.6⁴^%

(1) No representation is made as to the correctness or accuracy of the CUSIP or ISIN numbers listed above.

(2) Each Reference Yield was determined at 3:00 p.m., New York City time, on November 5, 2026.

(3) Represents the total consideration for each Series of Notes (the “Total Consideration”) payable per each $1,000 principal amount of such Series of Notes validly tendered and accepted for purchase in the Tender Offers. The Total Consideration for each Series of Notes was determined at 3:00 p.m., New York City time, on November 5, 2026, in the manner described in the Tender Offer Documents.

(4) Rounded for presentation purposes.

Dover’s obligation to complete a Tender Offer with respect to the Notes validly tendered is conditioned on the satisfaction or waiver of conditions described in the Offer to Purchase, including the Financing Condition, which was satisfied upon the completion of Dover’s offering of a new series of senior unsecured notes on November 2, 2026. Holders whose Notes have been accepted for purchase will receive the Total Consideration and will also receive the accrued and unpaid interest on those Notes from the last interest payment date with respect to those Notes to, but excluding, the Settlement Date, which is expected to be November 9, 2026 (the payment thereof, the “Accrued Coupon Payment”). The Notes validly tendered but not accepted for purchase will be returned promptly to the tendering Holders in accordance with the Offer to Purchase.

After giving effect to the Tender Cap and the Acceptance Priority Levels, Dover has accepted for purchase all of its 6.650% Debentures due 2028 validly tendered, all of its 6.600% Notes due 2038 validly tendered, all of its 5.375% Debentures due 2035 validly tendered and has accepted for purchase its 5.375% Notes due 2041 validly tendered at a proration factor of approximately 12.64%. The principal amount of each valid tender of its 5.375% Notes due 2041 accepted for purchase was determined by multiplying such principal amount by the applicable proration factor and rounding the resulting amount down to the nearest integral multiple of the minimum denomination of such Series of Notes.

If any condition is not satisfied, Dover is not obligated to accept for payment, purchase or pay for, and may delay the acceptance for payment of, any tendered Notes, in each case subject to applicable law, and may terminate or alter any or all of the Tender Offers.

Deutsche Bank Securities Inc., HSBC Securities (USA) Inc. and J.P. Morgan Securities LLC served as dealer managers (the “Dealer Managers”) for the Tender Offers. D.F. King & Co., Inc. served as the Tender and Information Agent for the Tender Offers. For additional information, please contact: Deutsche Bank Securities Inc. at +1 (866) 627-0391 (toll-free) or +1 (212) 250-2955 (collect), HSBC Securities (USA) Inc. at +1 (888) HSBC-4LM (toll-free) or +1 (212) 525-5552 (collect) or by email at lmamericas@us.hsbc.com, or J.P. Morgan Securities LLC at +1 (866) 834-4666 (toll-free) or +1 (212) 834-7489 (collect). Requests for documents and questions regarding the Tender Offers may be directed to D.F. King & Co., Inc. by telephone at (212) 993-9890 (for banks and brokers only) and (800) 207-3159 (for all others toll-free) or by email at dover@dfking.com, or to the Dealer Managers at their respective telephone numbers. Copies of the Offer to Purchase are available at www.dfking.com/dover. You may also contact your broker, dealer, commercial bank, trust company or other nominee for assistance concerning the Tender Offers.

This press release is neither an offer to purchase nor a solicitation of an offer to sell the Notes or any other securities. The Tender Offers are made only by and pursuant to the terms of the Offer to Purchase and only to such persons and in such jurisdictions as is permitted under applicable law. The information in this press release is qualified by reference to the Offer to Purchase.

Forward-Looking Statements

This press release includes forward-looking statements, including with respect to the Tender Offers. Forward-looking statements are subject to known and unknown risks and uncertainties, including general economic conditions, supply chain constraints, inflation in material input costs, changes in customer demand, competitive factors, changes in law, the impact of interest rate and currency exchange rate fluctuations, and various other factors described in Dover’s periodic reports filed with or furnished to the Securities and Exchange Commission. These forward-looking statements speak only as of the date on which such statements were made, and Dover undertakes no obligation to update or revise these statements, except as required by federal securities laws.

About Dover:

Dover is a diversified global manufacturer and solutions provider with annual revenue of over $8 billion. We deliver 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. Dover combines global scale with operational agility to lead the markets we serve. Recognized for our entrepreneurial approach for over 70 years, our team of approximately 24,000 employees takes an ownership mindset, collaborating with customers to redefine what’s possible. Headquartered in Downers Grove, Illinois, Dover trades on the New York Stock Exchange under “DOV.”

Dover Media Contact:
Adrian Sakowicz, VP, Communications
(630) 743-5039
asakowicz@dovercorp.com

Dover Investor Contact:
Jack Dickens, VP, Investor Relations
(630) 743-2566
jdickens@dovercorp.com