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

Q: When will Dover's debt tender offers settle, and what will accepted holders receive?

Dover expects settlement on November 9, 2026, with accepted holders receiving the applicable purchase consideration plus accrued unpaid interest. Interest runs from each series' last interest payment date to, but excluding, the settlement date.

Q: How much of Dover's 2041 notes was accepted in the tender offer?

Dover accepted $15,357,000 principal of its 5.375% notes due 2041, with an approximately 12.64% proration factor. Holders tendered $121,849,000 principal of that series.

The first three debt series were accepted in full as tendered, while acceptance of the 2041 notes was limited by proration.

Rhea-AI Impact

(Neutral)

Rhea-AI Sentiment

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Rhea-AI Summary

Dover (NYSE: DOV) announced results of cash debt tender offers with a $300 million purchase-price cap, excluding accrued interest. The offers expired November 5, 2026, after the cap was increased from $230 million. Dover accepted $65.680 million principal of its 6.650% debentures due 2028, $76.571 million of its 6.600% notes due 2038, $135.395 million of its 5.375% debentures due 2035 and $15.357 million of its 5.375% notes due 2041.

Consideration per $1,000 principal is $1,027.66, $1,088.60, $992.13 and $964.90, respectively, plus accrued unpaid interest. The first three series were accepted in full as tendered; the 2041 notes had an approximately 12.64% proration factor. Dover expects settlement November 9, 2026. The financing condition was satisfied through completion of a new senior unsecured note offering on November 2, 2026.

5 points · 0 major

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Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance works How Sentiment works

0 major · 3 points

How the balance works

Positive

Moderate pointDover accepted $135,395,000 principal of 5.375% debentures due 2035 at $992.13 per $1,000 principal.
Minor pointDover accepted $65,680,000 principal of 6.650% debentures due 2028 for purchase.
Minor pointDover accepted $76,571,000 principal of 6.600% notes due 2038 for purchase.
Minor pointDover accepted $15,357,000 principal of 5.375% notes due 2041 at $964.90 per $1,000 principal.
Minor pointThe financing condition was satisfied through completion of the new note offering on November 2, 2026.

Negative

Moderate pointA new senior unsecured note offering completed November 2, 2026, adds a debt obligation.
Minor pointThe 2028 debentures' purchase price is $1,027.66 per $1,000 principal, above principal value.
Minor pointThe 2038 notes' purchase price is $1,088.60 per $1,000 principal, above principal value.

Key Figures

Tender cap: $300,000,000 Accepted principal: $65,680,000 Accepted principal: $76,571,000 +3 more

Tender cap: $300,000,000; Aggregate purchase price, excluding accrued coupon payment
Accepted principal: $65,680,000; 6.650% Debentures due 2028; all validly tendered accepted
Accepted principal: $76,571,000; 6.600% Notes due 2038; all validly tendered accepted
Accepted principal: $135,395,000; 5.375% Debentures due 2035; all validly tendered accepted
Accepted principal: $15,357,000; 5.375% Notes due 2041; accepted at a 12.64% proration factor
Expected settlement: November 9, 2026; Settlement date stated in the release

Historical Context

2 past events · Latest: Oct 30

2 events

Oct 30
Tender offer update

24h Move

-1.3%

Dover raised the tender cap to $300 million and extended the offer expiration.
Oct 26
Tender offer launch

24h Move

+1.7%

Dover launched cash offers for four debt series with a $230 million purchase-price cap.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

tender offers, proration factor, accrued coupon payment, senior unsecured notes, +1 more

5 terms

tender offers financial

"previously announced tender offers to purchase for cash"

A tender offer is a proposal by one company or individual to buy shares from existing owners of a company at a specified price within a certain time frame. It matters to investors because it can lead to changes in company ownership or control, potentially affecting the value of their investments. Essentially, it’s a way for someone to try to purchase a large portion of a company’s stock directly from shareholders.

proration factor financial

"at a proration factor of approximately 12.64%"

A proration factor is the percentage used to scale back how many shares or rights each investor receives when demand exceeds the available supply, such as in an oversubscribed offering or dividend distribution. It matters because it determines the actual number of shares an investor will get and the effective price or value per share they end up with — like cutting a limited number of pizza slices among more people than there are slices, so everyone gets a proportional piece.

accrued coupon payment financial

"will also receive the accrued and unpaid interest on those Notes"

An accrued coupon payment is the interest earned on a bond that has accumulated since the last payment date but has not yet been paid to the investor. Think of it like interest building up in a savings account that will be paid out later; it reflects the amount the investor is owed for holding the bond during that period. This figure matters because it helps accurately determine the bond’s current value and the investor’s true earnings.

senior unsecured notes financial

"completion of Dover’s offering of a new series of senior unsecured notes"

Senior unsecured notes are a type of loan a company borrows from investors, promising to pay back with interest. They are called "unsecured" because they aren’t backed by specific assets like buildings or equipment, but "senior" because they are paid back before other debts if the company gets into trouble. Investors see them as a relatively safer way for companies to raise money.

cusip financial

"CUSIP/ISINNumber(1)"

A CUSIP is a nine-character alphanumeric code that uniquely identifies a U.S. or Canadian financial security—such as a stock, bond, or fund share—like a Social Security number for an investment. It matters to investors because brokers, exchanges and record-keepers use the CUSIP to match trades, track ownership, settle transactions and pull accurate records, reducing errors and ensuring money and securities go to the right place.

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11/05/2026 - 08:50 PM EST

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

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

When will Dover's debt tender offers settle, and what will accepted holders receive?

Dover expects settlement on November 9, 2026, with accepted holders receiving the applicable purchase consideration plus accrued unpaid interest. Interest runs from each series' last interest payment date to, but excluding, the settlement date.

How much of Dover's 2041 notes was accepted in the tender offer?

Dover accepted $15,357,000 principal of its 5.375% notes due 2041, with an approximately 12.64% proration factor. Holders tendered $121,849,000 principal of that series.

Can holders withdraw Dover notes tendered in the expired offers?

Tendered notes can no longer be withdrawn, except where additional withdrawal rights are required by law. Withdrawal rights expired at 5:00 p.m., New York City time, on November 5, 2026. Notes tendered but not accepted will be returned promptly.

How did Dover calculate acceptance of individual tenders of its 2041 notes?

Each valid tender's principal amount was multiplied by the applicable proration factor, then rounded down to the nearest integral multiple of the series' minimum denomination. This applied to Dover's 5.375% notes due 2041.

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