8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 23, 2024

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Registrant’s Telephone Number, including Area Code: 440-892-1580

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.04    Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans.

On April 23, 2024, Nordson Corporation (the “Company”) received a notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974 from the plan administrator of the Nordson Employees’ Savings Trust Plan and Nordson Hourly Rated Employees’ Savings Trust Plan (the “Plans”). The notice informed the Company of a blackout period in which participants and beneficiaries in the Plans temporarily will be unable to exercise certain rights otherwise available to them under the Plans. During the blackout period, the Plans’ participants and beneficiaries will be unable to: (i) purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plans, including Company common shares; (ii) change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plans; (iii) receive distributions or withdrawals from, or terminate their participation in, the Plans; (iv) receive loans from the Plans; or (v) make rollover contributions into the Plans. The blackout period is required due to the need to administratively process the migration of the Plans from the recordkeeping platform of John Hancock to the recordkeeping platform of Fidelity Investments.

On April 26, 2024, the Company delivered to its directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), a notice required by Rule 104 of the Securities and Exchange Commission Regulation Blackout Trading Restriction (“Regulation BTR”). The Regulation BTR notice imposes a blackout period on such directors and officers during which they will be prohibited from directly or indirectly purchasing, selling, or otherwise acquiring or transferring any Company common shares or derivative securities with respect to Company common shares acquired in connection with their service or employment as a director or officer, except as otherwise exempted by Regulation BTR. A copy of the Regulation BTR blackout notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The blackout period applicable to the Plans’ participants and beneficiaries, as well as to our directors and officers subject to Section 16 of the Exchange Act, is expected to begin on May 31, 2024, at 4:00 p.m. Eastern Time and is expected to end during the calendar week of June 30, 2024. The Company’s common shareholders or other interested persons may obtain, without charge, the actual beginning and ending dates of the blackout period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the blackout period by contacting Jennifer L. McDonough Executive Vice President, General Counsel & Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145, or by calling 440-892-1580.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Document

Exhibit 99.1

Notice of Blackout Period

Under the

Nordson Corporation 401(k) Plans

(As Required by Rule 104 Under SEC Regulation Blackout Trading Restriction)

Class of Securities Subject to the Blackout Period

This notice is to inform you of restrictions on your ability to transact in the common shares of Nordson Corporation (“Nordson” or the “Company”), no par value, (together with any derivative security thereof including options or units, “Nordson Shares”), during an upcoming Blackout Period. The additional restrictions during this period are imposed on the Company’s directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission (“SEC”) Regulation Blackout Trading Restriction (“BTR”). The Blackout Period is in addition to the Company’s regularly scheduled blackout period related to our earnings release under the Company’s insider trading policy, and will apply even if that blackout period is lifted.

The purpose of this Notice is to inform you of the impending Blackout Period under the Nordson Employees’ Savings Trust Plan and Nordson Hourly Rated Employees’ Savings Trust Plan (together, the “Plans”), during which you generally will be prohibited from effecting any direct or indirect transactions in Nordson Shares that you acquired in connection with your service as a director or employment as a Section 16 officer of the Company. We are obligated under the Sarbanes-Oxley Act to provide you with this Notice, which contains specific information regarding the Blackout Period. In addition, we are required to file this Notice with the SEC as part of a Form 8-K.

Reasons for Blackout Period and Plan Transactions to be Suspended

The Plan will be migrated from the recordkeeping platform of John Hancock to the recordkeeping platform of Fidelity Investments. The Blackout Period is necessary to administratively transfer the individual accounts, including those accounts with Nordson Shares, onto the new recordkeeping platform. As a result of this migration, Plan participants and beneficiaries will temporarily be unable to:

| (i) | purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plans, including Nordson Shares; | | --- | --- || (ii) | change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plans; | | --- | --- | | (iii) | receive distributions or withdrawals from, or terminate their participation in, the Plans; | | --- | --- | | (iv) | receive loans from the Plans; or | | --- | --- |

Exhibit 99.1

The Plans’ participants and beneficiaries have received or will receive a separate notice informing them of the blackout period in accordance with applicable law. The period of restriction applicable to the Plans’ participants and beneficiaries matches the time frame in the Blackout Period referenced below.

Length of Blackout Period

The Blackout Period is expected to begin on May 31, 2024 at 4:00 p.m. Eastern Time and is expected to end during the calendar week of June 30, 2024. If there is a change to the beginning date or the length of the Blackout Period, Nordson will notify you of the change as soon as reasonably practicable. You may obtain, without charge, the actual beginning and ending dates of the Blackout Period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the Blackout Period, by contacting Jennifer L. McDonough –Executive Vice President, General Counsel & Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145, or by calling 440-892-1580.

Restrictions on Directors and Section 16 Officers During the Blackout Period

Because participants and beneficiaries in the Plans will be unable to direct or diversify assets, including Nordson Shares during the Blackout Period, Nordson’s directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the Blackout Period.

In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the Company’s directors and Section 16 officers are prohibited during the Blackout Period from:

Please note the following:

Exhibit 99.1

If you engage in a transaction that violates these laws and regulations, you may be required to disgorge your profits from the transaction, and you may be subject to sanctions. Because of the complexity of the regulations and the severity of the penalties and other remedies, please do not engage in any transaction involving Nordson Shares during the Blackout Period. Please contact me with any questions.

Thank you.