On November 2, 2026, Dover Corporation (the “Company”) completed an offering of €800,000,000 aggregate principal amount of 4.350% Notes due 2030 (the “Euro Notes”).
The Euro Notes were registered under the Company’s Registration Statement on Form S-3ASR (File No. 333-293679) and were offered by means of the Company’s prospectus, dated February 24, 2026 (the “Base Prospectus”), as supplemented by a prospectus supplement, dated October 26, 2026 (together with the Base Prospectus, the “Prospectus”). The material terms of the Euro Notes are described in the Prospectus.
The Euro Notes were issued under an indenture, dated as of February 8, 2001, entered into between the Company and The Bank of New York Mellon, as Trustee (as successor to Bank One Trust Company, N.A. and J.P. Morgan Trust Company, National Association) (the “Trustee”), as supplemented by a first supplemental indenture, dated as of October 13, 2005, between the Company and the Trustee, a second supplemental indenture, dated as of March 14, 2008, between the Company and the Trustee, a third supplemental indenture, dated as of February 22, 2011, between the Company and the Trustee, a fourth supplemental indenture, dated as of December 2, 2013, among the Company, the Trustee and The Bank of New York Mellon, London Branch, as Paying Agent (the “Paying Agent”), a fifth supplemental indenture, dated as of November 3, 2015, between the Company and the Trustee, a sixth supplemental indenture, dated as of November 9, 2016, among the Company, the Trustee and the Paying Agent, a seventh supplemental indenture, dated as of November 4, 2019, among the Company, the Trustee and the Paying Agent, an eighth supplemental indenture, dated November 4, 2019, between the Company and the Trustee, a ninth supplemental indenture, dated November 12, 2025, among the Company, the Trustee and the Paying Agent, and a tenth supplemental indenture, dated November 2, 2026, among the Company, the Trustee and the Paying Agent (the “Tenth Supplemental Indenture”).
Euro Notes
In connection with the Company’s public offering of the Euro Notes, on October 26, 2026, the Company entered into a pricing agreement (the “Euro Note Pricing Agreement”) with Deutsche Bank AG, London Branch, HSBC Bank plc, J.P. Morgan Securities plc, Merrill Lynch International, Citigroup Global Markets Limited, Goldman Sachs & Co. LLC, ING Bank N.V., Belgian Branch, BNP PARIBAS, Scotiabank (Ireland) Designated Activity Company, Academy Securities, Inc. and U.S. Bancorp Investments, Inc. (collectively, the “Euro Note Underwriters”). The Company also entered into an underwriting agreement, dated October 26, 2026, with the Euro Note Underwriters (the “Euro Note Underwriting Agreement”), the provisions of which are incorporated by reference into the Euro Note Pricing Agreement.
Interest on the Euro Notes is payable annually on November 2 of each year, beginning on November 2, 2027, to holders of record on the preceding October 15. Interest on the Euro Notes will accrue from November 2, 2026. The amount of interest payable for any interest period will be computed on the basis of the actual number of days in the period for which interest is being calculated and the actual number of days from and including the last date on which interest was paid on the Euro Notes (or November 2, 2026 if no interest has been paid on the Euro Notes), to, but excluding, the next scheduled interest payment date. This payment convention is referred to as ACTUAL/ACTUAL (ICMA) as defined in the rulebook of the International Capital Market Association.
