DOV 10-K & 10-Q changes, risk factors and insider trading

Approximately 46% and 48% of our revenues for 2024both 2025 and 2023, respectively,2024 were derived outside the United States and we expect international sales to continue to represent a significant portion of our revenues given our global growth strategy. As a result of our international operations and our global expansion strategy, we are subject to various risks, including:

These trends increase the likelihood of such events occurring as well as the costs associated with protecting against such events. It is possible for vulnerabilities in our systems to remain undetected for an extended period of time up to and including several years. We attempt to mitigate these risks by employing a number of measures, including employee training, systems monitoring and other technical security controls, vulnerability scanning, risk assessments, a breach response plan, maintenance of backup and protective systems, and security personnel. Notwithstanding those measures, our systems, networks, products and services remain potentially vulnerable to known or unknown cybersecurity attacks and other threats, any of which could have a material adverse effect on our consolidated results of operations, financial condition and cash flows. We continuously monitor and develop our systems to protect our technology infrastructure and data from misappropriation or corruption. However, a cybersecurity attack could persist for an extended period of time before being detected, and, following detection, it could take considerable time for us to obtain full and reliable information about the extent, amount and type of information compromised. During the course of an investigation, we may not know the full impact of the event and how to remediate it, and actions, decisions and mistakes that are taken or made may further increase the negative effects of the event on our business, results of operations and reputation. While we maintain insurance coverage that is intended to address certain aspects of cybersecurity risks, such insurance coverage may not cover all losses or all types of claims that arise. As cyber threats continue to evolve, cybersecurity and data protection laws and regulations continue to develop in the U.S. and globally, and our business continues to move toward increased online connectivity within our information systems and through more Internet-enabled and automated or AI-embedded products and offerings, we expect to expend additional resources to continue to build out our compliance programs, strengthen our information security, data protection and business continuity measures, and investigate and remediate vulnerabilities. For additional information on our cybersecurity risk management, strategy and governance, see Item 1C. "Cybersecurity."

Our businesses own patents, trademarks, licenses and other forms of intellectual property related to their products and continuously invest in research and development that may result in innovations and general intellectual property rights. Our businesses employ various measures to develop, maintain and protect their intellectual property rights. These measures may not be effective in capturing intellectual property rights, and they may not prevent theirour businesses' intellectual property from being challenged, invalidated, or circumvented, particularly in countries where intellectual property rights are not highly developed or protected. Unauthorized use of our businesses' intellectual property rights could adversely impact the competitive position of our businesses and could have a negative impact on our consolidated results of operations, financial condition and cash flows.

Our competitive environment is complex because of the wide diversity of the products that our businesses manufacture and the markets they serve. In general, most of our businesses compete with only a few companies. Our ability to compete effectively depends on how successfully we anticipate and respond to various competitive factors, including new products, digital solutions and support services that may be introduced by competitors, changes in customer preferences, evolving regulations, new business models and technologies and pricing pressures. IfEmerging and evolving technologies such as artificial intelligence, our use of which we expect to increase over time, are rapidly developing, and our businesses may be adversely affected if we cannot successfully integrate these technologies into our business processes and product and service offerings in a timely and cost-effective manner. Further, if our businesses are unable to anticipate their competitors' developments or identify customer needs and preferences on a timely basis, successfully introduce new products, digital solutions and support services in response to such competitive factors, or adopt to market changes relating to climate change related policies, they could lose customers to competitors. If our businesses do not compete effectively, we may experience lower revenue, operating profits and cash flows.

We use a wide range of raw materials and components in our manufacturing operations that come from numerous suppliers. While we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects of extended lead times or shortages may have in the future. In addition, some of the raw materials and components may be available only from limited or single source suppliers. If a single source or limited source supplier were to cease or interrupt production for any reason or otherwise fail to supply those raw materials or components to us on favorable purchase terms, including at favorable prices, in sufficient quantities and with adequate lead times needed for efficient manufacturing, our ability to meet customer commitments, and satisfy market demands for affected products could be negatively affected. The disruption of our global supply chain for any reason, including for issues such as COVID-19public orhealth othercrises, health epidemics or global pandemics, labor disputes, loss of single source or limited source supplier, inability to procure sufficient raw materials, quality control issues, ethical sourcing issues, discontinuity or disruption in our internal information and data systems or those of our suppliers, cybersecurity incidents including but not limited to ransomware attacks, misuse of artificial intelligence and machine learning technologies, a supplier's financial distress, natural disasters, looting, vandalism or acts of war or terrorism, trade sanctionssanctions, tariffs or other external factors over which we have no control, could interrupt product supply and, if not effectively managed and remedied, have a material adverse impact on our business operations, financial condition and results of operations.

We conduct business through our subsidiaries in many different countries, and fluctuations in currency exchange rates could have a significant impact on our reported consolidated results of operations, financial condition and cash flows, which are presented in U.S. dollars. Cross-border transactions, both with external parties and intercompany relationships, result in increased exposure to foreign exchange effects. Accordingly, significant changes in currency exchange rates, particularly the euro, Chinese renminbi (yuan), Swedish krona, pound sterling, Indian rupee, Singapore dollar, DanishSwiss krone,franc, and Canadian dollar, could cause fluctuations in the reported results of our businesses' operations that could negatively affect our results of operations. Additionally, the strengthening of certain currencies such as the euro and U.S. dollar potentially exposes us to competitive threats from lower cost producers in other countries. Our sales are translated into U.S. dollars for reporting purposes. The strengthening of the U.S. dollar could result in unfavorable translation effects as the results of foreign locations are translated into U.S. dollars.

The following Management's Discussion and Analysis of Financial Condition and Results of Operations ("MD&A") is intended to help the reader understand our results of operations and financial condition for the year ended December 31, 2024, 2023 and 2022.2025. The MD&A should be read in conjunction with our consolidated financial statements and Notes included in Item 8 of this Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors, including those discussed elsewhere in this Form 10-K, particularly in Item 1A. "Risk Factors" and in the "Special Note Regarding Forward-Looking Statements" preceding Part I of this Form 10-K. For more information regarding our consolidated results, segment results, and liquidity and capital resources for the year ended December 31, 2024 as compared to the year ended December 31, 2023 refer to Part II Item 7 "Management's Discussion and Analysis of Financial Condition and Results of Operations" in the Company's 2024 Annual Report on Form 10-K.

For the year ended December 31, 2024,2025, consolidated revenue was $7.7$8.1 billion, an increase of $61.4$346.7 million or 0.8%,4.5%, as compared to the prior year. The increase is driven by acquisition-related growth of 3.0%,2.6%, organic revenue growth of 1.6% and a favorable impact from foreign currency translation of 1.0%, partially offset by a disposition-related decline of 2.0% and an unfavorable impact from foreign currency translation of 0.2%.0.7%. The results were primarily driven by acquisitions,robust solidtrends demandin acrossour mostsecular-growth-exposed end markets andmarkets, strategic pricing initiatives.initiatives and acquisitions within the Clean Energy & Fueling and Pumps & Process Solutions segments.

OrganicThe 1.6% organic revenue remainedgrowth flatwas duedriven toby increases of 8.2%,6.7%, 2.6%, 2.4%,4.6%, and 1.4%1.9% in our EngineeredPumps Products,& Process Solutions, Clean Energy & Fueling, and Imaging & Identification, and Pumps & Process SolutionsIdentification segments, respectively, partially offset by the Engineered Products and Climate & Sustainability Technologies segmentsegments which declined 11.2%.6.6% and 2.1%, respectively. For further information, see "Segment Results of Operations" within this Item 7.

From a geographic perspective, organic revenue for the U.S., our largest market, grew 3.8%3.3% as compared to the prior year, driven by broad-based growth primarily in our Engineered Products and Clean Energy & Fueling and Pumps & Process Solutions segments. RevenueOrganic revenue in Asia andgrew Europe declined 7.1% and 3.1%, respectively,3.4%, while organic revenue in Europe and Other Americas grewdeclined 5.6%.0.9% and 4.3%, respectively. All other geographic markets declinedgrew 17.4%0.7% organically year over year.

Restructuring and other costs of $85.0$78.0 million included restructuring charges of $69.8$56.7 million and other costs of $15.2$21.2 million. Restructuring and other costs were primarily related to exit costs and headcount reductions andacross productall linesegments, andmost othernotably exit costs in the Clean Energy & Fueling and Climate & Sustainability Technologies segments. Other costs (benefits) were primarily due to non-cash asset impairment charges and reorganization costs inwithin the Climate & Sustainability Technologies and ImagingClean Energy & IdentificationFueling segments,segments. respectively.Other costs (benefits) include $4.0 million in costs associated with a product line exit and $6.3 million in costs associated with a footprint reduction, both in our Climate & Sustainability Technologies segment. For further discussion related to our restructuring and other costs, see "Restructuring and Other Costs (Benefits)," within this Item 7.

During the year ended December 31, 2024,2025, the Company completed eightfour business acquisitions fortotaling approximately $674.0$665.3 million, net of cash acquired and inclusive of contingent consideration and measurement period adjustments and contingent consideration.adjustments. See Note 3 — Acquisitions in the consolidated financial statements in Item 8 of this Form 10-K for further details regarding the businesses acquired during the year.

Revenue for the year ended December 31, 20242025 increased $61.4$346.7 million, or 0.8%4.5%, to $7.7$8.1 billion compared with 2023.2024. Organic revenue remainedgrowth flatof as1.6% is primarily driven by robust trends in our secular-growth-exposed end markets and above and below-ground retail fueling and pricing actionsactions, and broad-based demand across most of the portfolio werepartially offset by lower shipmentsvolumes ofin beverageour can-makingvehicle equipment,service polymer processing equipment,business and Europeanproject heattiming exchangers.in retail refrigeration equipment and services. The increase in revenue was also driven by acquisition-related growth of 3.0%2.6% primarily in our Pumps & Process Solutions and Clean Energy & Fueling segments and Pumpsa &favorable Processimpact Solutionsfrom segments,foreign currency translation of 1.0%, partially offset by a disposition-related decline of 2.0%0.7% in our Engineered Products segment and an unfavorable impact from foreign currency translation of 0.2%.segment. Customer pricing favorably impacted revenue in 20242025 by approximately 1.6%1.9% and by 3.8%1.6% in the prior year.

Gross profit for the year ended December 31, 2024,2025, increased $91.1$259.5 million, or 3.2%,8.8%, to $3.0$3.2 billion compared with 2023,2024, primarily driven by positivefavorable price versus cost dynamics, volume growth, product mix, pricing and productivity actions. Gross profit margin increased 90160 basis points to 38.2%39.8% as compared to the prior year driven by benefits from mix, pricing,favorable price versus cost dynamics anddynamics, productivity initiatives, partiallyfavorable offsetportfolio by inflationary headwinds, acquisition integration costsmix and lowerbenefits volumesfrom acrossrestructuring some of the Company's businesses.actions.

Selling, general and administrative expenses for the year ended December 31, 20242025 increased $104.1$92.5 million, or 6.3%5.3% to $1.8 billion compared with 2023,2024, primarily drivendue byto increased employee compensation and benefits and acquisition-related amortization. As a percentage of revenue, selling, general and administrative expenses increased 12020 basis points to 22.6%, reflecting an increase in expense which exceeded the increase in the revenue base.22.8%.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $149.6 million, $139.1$165.3 million and $151.4$149.6 million for the years ended December 31, 2024, 20232025, and 2022,2024, respectively. These costs as a percent of revenue were 1.9%, 1.8%2.0% and 1.9% for the years December 31, 2024, 20232025 and 2022,2024, respectively.

For the year ended December 31, 2024,2025, interest expense, net of interest income, decreased $23.8$57.3 million, or 20.2%,60.9%, to $94.0$36.7 million compared with 20232024 primarily duedriven toby higher interest income generated by the investment of proceeds from the sale of Environmental Solutions Group ("ESG") held in highly liquid short-term investments.investments and reduced interest expense resulting from a lack of commercial paper borrowings.

Gain on dispositions offor the years ended December 31, 2025 and 2024 were $4.6 million and $597.8 millionmillion, respectively. The gain on dispositions for the year ended December 31, 2024 was driven by the sale of the De-Sta-Co business on March 31, 2024,2024 and the sale of a minority owned equity method investment on September 30, 2024. See Note 4 — Discontinued and Disposed Operations in the consolidated financial statements in Item 8 of this Form 10-K for further details.

Other income, net includes non-service pension benefit, deferred compensation plan investments gain or loss, earnings or charges from equity method investments, foreign exchange gain or loss, and various other items. Other income, net for the years ended December 31, 2024, 20232025 and 20222024 was $33.0 million and $46.9 million, $21.5respectively. millionFor the year ended December 31, 2025, other income decreased compared to 2024 primarily due to decreased deferred compensation plan investment gain, decreased earnings from our equity method investments and $22.6foreign million,currency respectively.exchange loss.

Our businesses have a global presence with 35.8%,38.6% 45.8%and 46.7%35.8% of our pre-tax earnings in 2024, 20232025 and 2022,2024, respectively, generated in foreign jurisdictions. Foreign earnings are generally subject to local country tax rates that differ from the 21.0% U.S. statutory tax rate.

The Company is continuing to monitor the changes in tax laws resulting from the Organization for Economic Cooperation and Development’s multi-jurisdictional plan of action to address base erosion and profit shifting. WeThe changes do not expect this to have a material impact on our effective tax rate.

For the year ended December 31, 2024,2025, earnings from continuing operations increaseddecreased $456.1$302.5 million, or 48.3%,21.6%, to $1.4$1.1 billion, or $10.09$7.97 per diluted share, compared with earnings from continuing operations of $943.9$1.4 million,billion, or $6.71$10.09 per diluted share, for the year ended December 31, 2023.2024. Earnings from continuing operations increaseddecreased primarily fromdue to the after-tax gain on dispositions,dispositions pricingof actionsDe-Sta-Co and benefitsa fromminority productivityowned initiatives,equity method investment totaling $462.4 million in the prior year, partially offset by lowerhigher volumesoperating acrossearnings some ofin the Company'scurrent businesses, and increased selling, general and administrative expenses.period.

For the years ended December 31, 2024, 2023, and 2022 earningsLoss from discontinued operations, net werefor the year ended December 31, 2025 was $3.5 million. Earnings from discontinued operations, net for the year ended December 31, 2024 was $1.3 billion,billion $113.0representing millionthe andresults $75.5of millionESG respectively.through the date of disposition. Refer to Note 4 — Discontinued and Disposed Operations in Item 8 of this form 10-K for additional information on discontinued and disposed operations.

Our Engineered Products segment provides a wide range of equipment, components, software, solutions and services to the vehicle aftermarket, aerospace and defense, industrial winch and hoist, precision soldering and fluid dispensing end-markets.

Engineered Products revenue for the year ended December 31, 20242025 decreased $48.5$116.6 million, or 3.9%,9.7%, compared to the prior year due to an organic revenue decline of 6.6% and a disposition-related decline of 12.2%4.3%, andpartially anoffset unfavorableby a favorable impact from foreign currency translation of 0.1%, partially offset by organic revenue growth of 8.2%0.8% and acquisition-related growth of 0.2%.0.4%. The disposition-related decline was due to the divestiture of De-Sta-Co in the first quarter of 2024. Customer pricing favorably impacted revenue in 20242025 by approximately 0.7%.2.8%.

The organic revenue growthdecline was primarily drivendue byto improvedlower production performance and increased demandvolumes in our vehicle service business, alongpartially withoffset by pricing actions and favorable demand trends in our aerospace &and defense business.components and software. We expect positiveimprovements in organic growth trends in 2025,2026 driven by favorable demand trends in several of our key end markets, most notably in our aerospace and defensedefense, businesses.as well as an improving demand outlook in vehicle service.

Engineered Products segment earnings for the year ended December 31, 20232025 decreased $16.4$14.0 million, or 6.8%,6.0%, compared to the prior year. The decrease was primarily due to disposition-related impacts and lower volumes andin increasedvehicle material and labor costs,service, partially offset by customerfavorable pricingprice actions,versus cost dynamics, productivity and cost reductionmanagement initiatives.initiatives and benefits from restructuring actions. Segment margin increased to 17.9%20.0% from 17.4%19.2% in the prior year.

CleanOverall, Energy & Fueling segment earningsbookings for the year ended December 31, 20242025 increaseddecreased $31.4$76.2 million, or 9.6%,6.5%, compared to the prior year. The increasebookings decline was primarilydue drivento bythe strategicabove pricingmentioned divestiture and thereduced favorabledemand impactin ofour acquisitions,vehicle service business, partially offset by inflationarystrength headwindsin aerospace and integration costs in clean energy solutions.defense. Segment marginbook-to-bill increasedwas to 18.6% from 18.4% in the prior year.1.01.

Clean Energy & Fueling revenue for the year ended December 31, 20232025 decreasedincreased $90.2$193.7 million, or 4.8%,10.0%, compared to the prior year, attributable to anacquisition-related growth of 5.1%, organic declinegrowth of 4.0%4.6% and ana unfavorablefavorable impact from foreign currency translation of 0.8%.0.3%. Acquisition-related growth was primarily driven by the acquisition of Marshall Excelsior Company in the third quarter of 2024. Customer pricing favorably impacted revenue in 20232025 by approximately 4.3%.1.7%.

Clean Energy & Fueling segment earnings for the year ended December 31, 20232025 decreasedincreased $24.4$58.1 million, or 6.9%,16.1%, compared to the prior year. The decreaseincrease was primarily due to reduced organic volumes, unfavorable foreign currency translation, and increased material, logistics and labor costs, partially offsetdriven by pricing,volume productivitygrowth, initiatives,favorable price versus cost dynamics, the positive impact from acquisitions and the benefits from restructuring actions. Segment margin decreasedincreased to 18.4%19.6% from 18.8%18.6% in the prior year.

In the firstsecond quarter of 2026, revenue was $2.1$2.2 billion, which increased $187.6$140.4 million, or 10.1%,6.9%, as compared to the firstsecond quarter of 2025. This increase was driven by organic revenue growth of 5.3%,4.8%, acquisition-related revenue growth of 1.2%, and a favorable impact from foreign currency translation of 2.9% and acquisition-related revenue growth of 1.9%.0.9%. Revenue growth was primarily drivenled by continuedrobust demand strength in our secular-growth-exposed end markets andas pricingwell actions.as broad-based, constructive trading conditions across most of our businesses. The acquisition-related growth was primarily driven by our acquisitions in the Pumps & Process Solutions segment.

The 5.3%4.8% organic revenue growth for the firstsecond quarter of 2026 was driven by increases across all of our Climate & Sustainability Technologies, Clean Energy & Fueling, and Engineered Products segments which grew 15.2%, 11.1%, and 2.1%, respectively. The growth was partially offset by the Imaging & Identification and Pumps & Process Solutions segments which declined 3.3% and 0.8%, respectively.segments. For further information, see "Segment Results of Operations" within this Item 2.

From a geographic perspective, organic revenue for the U.S., our largest market, increased 12.1%7.9% in the firstsecond quarter of 2026 compared to the prior year comparable quarter, primarily driven by an increase in organic revenue in the Clean Energy & Fueling, Climate & Sustainability TechnologiesTechnologies, and Pumps & Process Solutions segments. Organic revenue increased for the Other Americas and Asia by 3.0%8.8% and 8.5%, respectively, and decreased for Asia, Europe,Europe and all other geographic markets by 4.7%, 4.2%,5.0%, and 3.3%,0.9%, respectively.

Bookings were $2.5$2.3 billion for the three months ended MarchJune 31,30, 2026, an increase of $474.1$322.8 million or 23.8%16.1% compared to the prior year comparable quarter. Bookings increased across all segments and most notably in the Climate & Sustainability Technologies segment.

Restructuring and other costs for the three months ended MarchJune 31,30, 2026 were $36.8$24.6 million, which included restructuring charges of $30.2$17.0 million and other costs of $6.6$7.6 million. Restructuring and other costs were primarily related to headcount reductions and exit costs in the Pumps & Process Solutions, Climate & Sustainability Technologies and CleanEngineered Energy & FuelingProducts segments. For further discussion related to our restructuring and other costs, see "Restructuring and Other Costs (Benefits)," within this Item 2.

Revenue for the three months ended MarchJune 31,30, 2026 increased $187.6$140.4 million, or 10.1%,6.9%, from the prior year comparable quarter. The increase in revenue was driven by organic revenue growth of 5.3%,4.8%, primarilywith inorganic ourgrowth Climateacross &all Sustainabilityfive Technologies,segments, Cleanacquisition-related Energygrowth &of Fueling1.2%, and Engineered Products segments, a favorable impact from foreign currency translation of 2.9% and acquisition-related growth of 1.9%.0.9%. Customer pricing favorably impacted revenue by approximately 1.8%2.2% in the firstsecond quarter of 2026 and by 1.3%1.9% in the prior year comparable quarter.

Gross profit for the three months ended MarchJune 31,30, 2026 increased $52.6$62.3 million, or 7.1%,7.6%, and gross profit margin decreasedincreased 11030 basis points to 38.9%,40.2%, versus the prior year comparable quarter. The gross profit margin decreaseincrease was primarily due to an unfavorable portfolio mix, partially offsetdriven by byfavorable productivityprice initiativesversus cost dynamics, operating leverage from volume growth and benefits from restructuring actions.

Selling, general and administrative expenses for the three months ended MarchJune 31,30, 2026 increased $43.0$25.2 million, or 9.6%,5.4%, from the prior year comparable quarter, primarily due to increases in employee compensation and benefits and acquisition-related amortization expense.benefits. As a percentage of revenue, selling, general and administrative expenses decreased 1030 basis points as compared to the prior year comparable quarter to 24.0%.22.3%.

Research and development costs, including qualifying engineering costs, are expensed when incurred and amounted to $39.6$40.4 million and $37.5$40.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $80.0 million and $78.3 million for the six months ended June 30, 2026 and 2025, respectively. The costs as a percentage of revenue were 1.8% and 1.9% for the three and six months ended June 30, 2026, respectively, and 2.0% for both the three and six months ended MarchJune 31,30, 2026 and 2025, respectively.2025.

For the three and six months ended MarchJune 31,30, 2026, interest expense, net of interest income, increased $8.1$5.7 million, or 110.3%,64.1%, to $15.5$14.5 million and $13.8 million, or 85.1%, to $30.0 million, respectively, compared to the prior year comparable quarter.period. The increaseincreases waswere primarily due to lower interest income from redemption of highly liquid short-term investments and higher interest expense incurred from the issuance of the €550.0 million 3.50% euro-denominated notes in the fourth quarter of 2025.

The effective tax rates for the three months ended MarchJune 31,30, 2026 and 2025 were 20.1%19.4% and 19.0%,20.4%, respectively. The increasedecrease in the effective tax rate for the three months ended MarchJune 31,30, 2026 relative to the prior year comparable quarter was primarily duedriven toby aan priorinternal yearreorganization reorganization.in 2026.

Earnings from continuing operations for the three months ended MarchJune 31,30, 2026 remainedincreased flat11.6% atto $238.7$312.5 million, or $1.76$2.31 diluted earnings per share from continuing operations, compared to $239.2$280.1 million, or $1.73$2.03 diluted earnings per share from continuing operations in the prior year comparable quarter. The increasesincrease in earnings from continuing operations was driven by higher operating earnings primarily as a result of strong revenue growth, favorable price versus cost dynamics, and benefits from restructuring actions, partially offset by an increase in employee compensation and benefits expense, acquisition-related amortization expense, and interest expense, net were offset by the increase in gross profit primarily driven by strong revenue growth.expense.

Engineered Products revenue for the firstsecond quarter of 2026 increased $12.0$7.5 million, or 4.7%,2.7%, as compared to the firstsecond quarter of 2025, driven by organic growth of 2.1% and a favorable impact from foreign currency translation of 2.6% and organic growth of 2.1%.0.6%. Customer pricing favorably impacted revenue by approximately 2.1%3.0% in the firstsecond quarter of 2026 and 1.3% in the prior year comparable quarter.

The organic revenue growth was primarily driven by pricing actions and solid demand trends acrossin endaerospace markets.and defense components, fluid dispensing, and industrial winches, partially offset by lower vehicle service demand in Europe. The growth outlook is favorable for the remaindersecond half of the year as we expect improvementstable volumes in vehicle service business demandservices and constructive demand conditions across key end markets, most notably in aerospace and defense.

Engineered Products segment earnings increased $0.9$4.3 million, or 2.0%,8.0%, compared to the firstsecond quarter of 2025. The increase was primarily driven by pricing actions, volume leverage, productivity initiatives and carry-over benefits from restructuring actions taken in 2025, partially offset by inflationary impactsimpacts, and unfavorablelower mix.vehicle service volume. Segment earnings margin decreasedincreased to 16.9%20.4% from 17.3%19.4% as compared to the prior year comparable quarter.

Overall bookings increased 11.1%0.2% as compared to the prior year comparable quarter. The bookings increase was driven by strength in our aerospace and defense business and winchprecision soldering and hoistfluid dispensing demand. Segment book-to-bill was 1.10.0.98.

Clean Energy & Fueling revenue for the firstsecond quarter of 2026 increased $63.7$48.9 million, or 13.0%,8.9%, as compared to the firstsecond quarter of 2025, driven by organic growth of 11.1%,8.6%, a favorable foreign currency translation impact of 1.8%0.2% and acquisition-related growth of 0.1%. Acquisition-related growth was primarily driven by the acquisition of Site IQ, LLC in the third quarter of 2025. Customer pricing favorably impacted revenue in the firstsecond quarter of 2026 by approximately 2.1%2.9% and by 1.4%1.7% in the prior year comparable quarter.

The organic revenue growth was primarily driven by pricing actions and favorable demand trends in our above and below-ground retail fueling, fluid transport,fueling and clean energy components businesses. We expect positive demand trends to continue in the restsecond half of the year driven by a favorable demand outlook across major end markets.

Clean Energy & Fueling segment earnings increased $13.4$20.8 million, or 15.6%,19.3%, over the prior year comparable quarter. The increase was primarily driven by highervolume volumes,growth, benefitsproductivity from restructuring actions,actions and favorable pricingprice offsettingversus cost headwinds.dynamics. Segment earnings margin increased to 17.9%21.6% from 17.4%19.7% as compared to prior year comparable quarter.

Overall bookings increased 13.1%14.4% as compared to the prior year comparable quarter. The bookings increase was primarily driven by demand in clean energy components and North America above and below-ground retail fueling equipment.fueling. Segment book-to-bill was 1.11.1.01.

Imaging & Identification revenue for the firstsecond quarter of 2026 increased $5.3$13.1 million, or 1.9%,4.5%, as compared to the firstsecond quarter of 2025, driven by organic revenue growth of 2.9% and a favorable impact from foreign currency translation of 5.2%, partially offset by an organic revenue decline of 3.3%.1.6%. Customer pricing favorably impacted revenue in the firstsecond quarter of 2026 by approximately 1.2%0.6% and by approximately 2.3%4.1% in the prior year comparable quarter.

The organic revenue declinegrowth was primarily duedriven toby shipmentgrowth timingin demand for core marking and coding equipment,equipment partiallyand offsetserialization by pricing actions.software. We expect organic revenue growth to inflect positively as we move through the year driven by pricing and constructive demand trends acrossto continue in the segment.second half of the year.

Imaging & Identification segment earnings decreasedincreased $0.1$8.0 million, or 0.2%,10.4%, over the prior year comparable quarter. The decreaseincrease was primarily due to lower volumes, mostly offsetdriven by volume growth, favorable pricingprice actionsversus cost dynamics and productivity initiatives. Segment earnings margin decreasedincreased to 27.1%27.9% from 27.7%26.3% in the prior year comparable quarter.

Pumps & Process Solutions revenue for the firstsecond quarter of 2026 increased $44.2$32.2 million, or 9.0%,6.2%, as compared to the firstsecond quarter of 2025, driven by acquisition-related growth of 7.0% and4.9%, a favorable impact from foreign currency translation of 2.8%,0.9% partially offset byand an organic revenue declinegrowth of 0.8%.0.4%. Acquisition-related growth was driven by the acquisitions of Sikora AG and ipp Pump Products GmbH in the second quarter of 2025. Customer pricing favorably impacted revenue in the firstsecond quarter of 2026 by approximately 1.6%1.5% and by approximately 1.3%1.7% in the prior year comparable quarter.

The organic revenue declinegrowth was primarily duedriven toby robust demand for products used in electrification and power generation infrastructure, single-use biopharma components, and industrial pumps, partially offset by anticipated revenue declines in our plastics and polymer processing solutions business as customers continue to focus on optimizing the significant capacity investments made over the last several years, partially offset by robust demand for single-use biopharma components and precision components for midstream natural gas compression and power generation.years. We expect the organic growth to trend positively asin wethe movesecond throughhalf of the year.

Pumps & Process Solutions segment earnings increased $18.2$19.3 million, or 12.0%,12.1%, over the prior year comparable quarter. The increase was driven by favorable price vs.versus cost dynamics, favorablepositive portfolio mix and the impact from acquisitions, partially offset by lower volumes in our polymer processing volumes.solutions business. Segment earnings margin increased to 31.5%32.4% from 30.6% in the prior year comparable quarter.

Overall bookings increased 19.7%11.3% as compared to the prior year comparable quarter. The bookings increase was primarily driven by positive demand trends in the biopharmaceutical and power generation end markets,market, as well as the favorable impact from acquisitions. Segment book-to-bill was 1.11.1.07.

Climate & Sustainability Technologies revenue increased $63.2$38.9 million, or 18.2%,9.4%, as compared to the firstsecond quarter of 2025, driven by an organic revenue growth of 15.2%8.3% and a favorable impact from foreign currency translation of 3.0%.1.1%. Customer pricing favorably impacted revenue in the firstsecond quarter of 2026 by approximately 2.0%2.6% and by approximately 0.2% in the prior year comparable quarter.

The organic revenue growth was primarily driven by continued strong demand in CO2 refrigerant systems and recoverygrowth in refrigerated door case volumes, as well as accelerating demand for heat exchangers used in data center cooling and other applications. We expect organic growth trends to remain constructive asin wethe progresssecond throughouthalf of the year.

Climate & Sustainability Technologies segment earnings increaseddecreased $11.9$1.4 million, or 22.8%,1.9%, over the prior year comparable quarter. The increasedecrease in segment earnings was primarily drivendue to costs relating to the timing of footprint consolidation projects and production ramp costs in retail refrigeration, partially offset by the favorable impact from higher volumes, productivity initiatives and the favorable mix impact from CO2 refrigerant systems growth in retail refrigeration.volumes. Segment earnings margin increaseddecreased to 15.6%16.7% from 15.0%18.6% in the prior year comparable quarter.

Bookings in the firstsecond quarter of 2026 increased 63.5%45.8% from the prior year comparable quarter. The bookings increase was primarily driven by demand strength in retail refrigeration and heat exchanger demand trends,exchangers, including longer lead-time orders. Segment book-to-bill was 1.57.1.23.

(4) Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive and functional compensation costs, non-service pension costs, non-operating insurance expenses, shared business services and digital and IT overhead costs, deal relateddeal-related expenses and various administrative expenses relating to the corporate headquarters.

Restructuring and other costs are not presented in our segment earnings because these costs are excluded from the segment operating performance measure reviewed by management. During the three and six months ended MarchJune 31,30, 2026, we incurred restructuring charges of $30.2$17.0 million and $47.2 million and other costs, net of $6.6$7.6 million.million and $14.2 million, respectively. Restructuring charges for the three and six months ended MarchJune 31,30, 2026 were primarily related to headcount reductions and exit costs in the Climate & Sustainability Technologies, Pumps & Process Solutions, Climate & Sustainability Technologies and Clean Energy & Fueling and Engineered Products segments. These restructuring programs were initiated in 2025 and 2026 and the Company will continue to make proactive adjustments to its cost structure to align with current demand trends. Other costs, net of $6.6$7.6 million and $14.2 million for the three and six months ended MarchJune 31,30, 2026 include $3.0$4.3 million and $7.3 million, respectively, in costs associated with a footprint reduction in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statements of earnings. Additional programs beyond the scope of the announced programs may be implemented during 2026 with related restructuring and other cost charges.

We recorded the following restructuring and other costs for the three and six months ended MarchJune 31,30, 2026:

Restructuring and other costs for the three and six months ended MarchJune 31,30, 2025 include restructuring charges of $8.3$13.5 million and $21.8 million and other costs, net of $1.1$9.7 million and $10.8 million. Restructuring charges for the three and six months ended MarchJune 31,30, 2025 were primarily related to exit costs and headcount reductions in the Climate & Sustainability Technologies, Pumps & Process Solutions and exitClean costsEnergy across& theFueling segments. These restructuring programs were initiated in 2024 and 2025.2025 and were undertaken in light of current market conditions. Other costs, net of $9.7 million and $10.8 million for the three and six months ended June 30, 2025 primarily relate to $4.0 million in costs associated with a product line exit in our Climate & Sustainability Technologies segment. These restructuring and other charges were recorded in cost of goods and services and selling, general and administrative expenses in the condensed consolidated statement of earnings.

We recorded the following restructuring and other costs for the three and six months ended MarchJune 31,30, 2025:

Cash flow from operating activities for the threesix months ended MarchJune 31,30, 2026 increased by $33.5$57.4 million compared to MarchJune 31,30, 2025, primarily driven by compensation payment timing and higher operating earnings during the period for the first quarter of 2026 as compared to the first quarter of 2025.period.

Adjusted working capital has increased by $71.4$219.4 million, or 4.0%,12.4%, for the threesix months ended MarchJune 31,30, 2026, driven by an increase of $73.2$151.0 million in net receivables and an increase of $98.1$148.5 million in net inventory, partially offset by an increase in accounts payable of $99.8$80.1 million. These amounts include the effects of acquisitions and foreign currency translation. Accounts receivable increased compared to the prior year as a result of higher revenue generation induring the quarter.period. Inventories increased to support higher volume deliveries expected over the next several quarters, as supported by the order book and in line with historical seasonality. These factors also led to an increase in accounts payable.

•Capital spending: Capital expenditures increaseddecreased $11.6$1.5 million during the threesix months ended MarchJune 31,30, 2026, compared to the threesix months ended MarchJune 31,30, 2025, in line with our planned capital expenditures for the year, primarily driven by investments in growth and productivity.year.

•Acquisitions: During the threesix months ended MarchJune 31,30, 2026, we deployed approximately $0.7 million to acquire one business within the Engineered Products segment. In comparison, during the threesix months ended MarchJune 31,30, 2025, we deployed approximately $29.3$658.5 million, net to acquire onethree business within the Pumps & Process Solutions segment. See Note 3 — Acquisitions in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

•Repurchase of common stock: TheDuring the six months ended June 30, 2026, the Company repurchased a total of 250,000 shares for $53.9 millionmillion. duringDuring the threesix months ended MarchJune 31,30, 20262025, andthe Company repurchased a total of 200,000 shares for $40.7 million during the same period in 2025.million. See Note 17 — Stockholders' Equity in the condensed consolidated financial statements in Item 1 of this Form 10-Q for further details.

•Dividend payments: Total dividend payments to common shareholders were $70.4$140.4 million during the threesix months ended MarchJune 31,30, 2026, as compared to $71.4$142.0 million during the same period in 2025. Our dividends paid per common share increased 1.0% to $0.52$1.04 during the threesix months ended MarchJune 31,30, 2026 compared to $0.515$1.03 during the same period in 2025.

For the threesix months ended MarchJune 31,30, 2026, we generated free cash flow of $131.2$319.6 million, representing 6.4%7.5% of revenue and 54.9%58.0% of earnings from continuing operations. Free cash flow for the threesix months ended MarchJune 31,30, 2026 increased $21.9$58.9 million, compared to MarchJune 31,30, 2025, primarily driven by compensation payment timing and higher operating earnings, partially offset by higher capital expenditures.earnings.