Dover (DOV) CEO Richard Tobin reports equity grants and tax share withholding

Rhea-AI Filing Summary

Dover Corp Chairman, President & CEO Richard J. Tobin reported equity-based awards and related share movements. He received a stock appreciation right covering 92,101 shares and grants or settlements totaling 36,149 shares of common stock. A portion of shares, 10,777, was disposed of to cover tax obligations through a tax-withholding transaction, not an open-market sale, leaving him with 217,979 directly held shares. He also reports 77,000 shares held by a trust and 1,160 shares in a 401(k) plan. Footnotes state that part of the award is in restricted stock units that vest in three annual installments beginning on March 15, 2027, and that his beneficial ownership includes 34,358 unvested restricted stock units and performance shares tied to total shareholder return for the three-year period ended December 31, 2025.

Insider Trade Summary

6 transactions reported

Mixed 6 txns

Insider Tobin Richard J

Role Chairman, President & CEO

Type	Security	Shares	Price	Value
Grant/Award	Stock appreciation right (right to acquire)	92,101	$0.00	--
Grant/Award	Common Stock	10,361	$0.00	--
Grant/Award	Common Stock	25,788	$25,788.00	$665.02M
Tax Withholding	Common Stock	10,777	$231.63	$2.50M
holding	Common Stock	--	--	--
holding	Common Stock	--	--	--

Holdings After Transaction: Stock appreciation right (right to acquire) — 92,101 shares (Direct); Common Stock — 202,968 shares (Direct); Common Stock — 77,000 shares (Indirect, By Trust)

Footnotes (1)

1. Represents grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Dover common stock. The restricted stock units will vest in three annual installments beginning on March 15, 2027. Number of shares beneficially owned includes 34358 unvested restricted stock units, each of which represents a contingent right to receive one share of Dover common stock upon vesting. Represents settlement of performance shares representing a contingent right to receive shares of Dover common stock, based on Dover's relative total shareholder return for the three-year period ended December 31, 2025.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Tobin Richard J

(Last) (First) (Middle)

C/O DOVER CORPORATION

3005 HIGHLAND PARKWAY

(Street)

DOWNERS GROVE IL 60515

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
DOVER Corp [ DOV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chairman, President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/13/2026		A		10,361(1)	A	$0	202,968(2)	D
Common Stock	02/13/2026		A		25,788(3)	A	$25,788	228,756(2)	D
Common Stock	02/13/2026		F		10,777(3)	D	$231.63	217,979(2)	D
Common Stock								77,000	I	By Trust
Common Stock								1,160	I	401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock appreciation right (right to acquire)	$231.63	02/13/2026		A		92,101		02/13/2029	02/13/2036	Common Stock	92,101	$0	92,101	D

Explanation of Responses:

1. Represents grant of restricted stock units. Each restricted stock unit represents a contingent right to receive one share of Dover common stock. The restricted stock units will vest in three annual installments beginning on March 15, 2027.

2. Number of shares beneficially owned includes 34358 unvested restricted stock units, each of which represents a contingent right to receive one share of Dover common stock upon vesting.

3. Represents settlement of performance shares representing a contingent right to receive shares of Dover common stock, based on Dover's relative total shareholder return for the three-year period ended December 31, 2025.

	/s/ Richard J. Tobin by John C. Nelson, Attorney in Fact	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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FAQ

What did DOVER Corp (DOV) disclose in this Form 4 filing?

DOVER Corp reported equity awards and related share movements for CEO Richard J. Tobin. He received stock appreciation rights and common stock grants, plus a tax-withholding share disposition, updating his direct, trust, and 401(k) holdings and unvested restricted stock unit balances.

How many stock appreciation rights did DOVER Corp CEO Richard Tobin receive?

Richard Tobin was granted a stock appreciation right covering 92,101 shares of Dover common stock. Stock appreciation rights give value based on future stock price gains, typically settled in shares or cash according to plan terms, without a cash purchase by the executive at grant.

How many DOVER Corp common shares does the CEO hold after these transactions?

After these transactions, Richard Tobin directly holds 217,979 Dover common shares. He also reports 77,000 shares held indirectly by a trust and 1,160 shares in a 401(k) plan, in addition to separate unvested restricted stock units referenced in the footnotes.

What type of share disposition appears in this DOVER Corp Form 4?

The filing shows a disposition of 10,777 Dover common shares coded as an F transaction. This represents shares withheld to pay exercise price or tax liabilities, meaning it is a tax-withholding disposition rather than an open-market sale of stock by the executive.

What restricted stock units and performance shares are mentioned for DOV’s CEO?

Footnotes state that part of the award consists of restricted stock units vesting in three annual installments starting March 15, 2027. They also note 34,358 unvested restricted stock units and performance shares tied to relative total shareholder return for the three-year period ended December 31, 2025.

How do these equity awards affect Richard Tobin’s beneficial ownership in DOVER Corp?

These grants increase Richard Tobin’s reported beneficial ownership through additional stock appreciation rights and common shares. Footnotes clarify that his beneficial ownership figure also includes tens of thousands of unvested restricted stock units and performance shares that may convert into stock upon future vesting conditions.