Dover (NYSE: DOV) VP awarded shares and withholds stock for taxes

Rhea-AI Filing Summary

Dover Corp vice president and treasurer James M. Moran reported equity compensation awards and related tax withholding transactions. On February 13, 2026, he acquired 1,727 stock appreciation rights and 194 restricted stock units, each representing a potential share of Dover common stock, with the restricted stock units vesting in three annual installments beginning on March 15, 2027. He also received 610 shares of common stock upon settlement of performance shares tied to Dover’s relative total shareholder return for the three-year period ended December 31, 2025, and 179 shares were disposed of at $231.63 per share to satisfy tax obligations. Following these transactions, he directly held 10,564 shares of common stock, and indirectly held 1,804 shares through a 401(k) plan; his beneficial ownership also includes 702 unvested restricted stock units.

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

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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^*

Moran James M

(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)
	VP & Treasurer

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		194(1)	A	$0	10,133(2)	D
Common Stock	02/13/2026		A		610(3)	A	$0	10,743(2)	D
Common Stock	02/13/2026		F		179	D	$231.63	10,564(2)	D
Common Stock								1,804	I	401K 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	$231.63	02/13/2026		A		1,727		02/13/2029	02/13/2036	Common Stock	1,727	$0	1,727	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 702 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/ James M. Moran 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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FAQ

What insider transactions did Dover (DOV) executive James M. Moran report?

James M. Moran reported equity awards and tax withholding transactions. He received stock appreciation rights, restricted stock units, and common shares from performance share settlement, and had a portion of shares withheld to cover tax liabilities associated with these awards.

How many Dover stock appreciation rights and restricted stock units did Moran receive?

Moran was granted 1,727 stock appreciation rights and 194 restricted stock units. Each restricted stock unit represents a contingent right to receive one Dover common share, subject to vesting conditions over a specified multi-year schedule beginning in 2027.

When do James M. Moran’s new Dover restricted stock units vest?

The newly granted restricted stock units vest in three annual installments starting March 15, 2027. Each unit converts into one share of Dover common stock upon vesting, provided the applicable service-based conditions are satisfied through each vesting date.

What was the purpose of the Dover shares disposed of by Moran on February 13, 2026?

The 179 Dover common shares were disposed of to pay tax liabilities related to equity awards. The disposition, priced at $231.63 per share, was characterized as a tax-withholding transaction rather than an open-market sale for investment or trading purposes.

What is James M. Moran’s Dover share ownership after these transactions?

After the reported transactions, Moran directly held 10,564 Dover common shares and indirectly held 1,804 shares through a 401(k) plan. His beneficial ownership also includes 702 unvested restricted stock units that may convert into common shares upon future vesting.

How were Dover performance shares settled for James M. Moran?

Performance shares for Moran were settled in 610 shares of Dover common stock. These performance shares were earned based on Dover’s relative total shareholder return over the three-year period ending December 31, 2025, aligning compensation with long-term shareholder performance.