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): September 6, 2022

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 8.01    Other Events.

On September 6, 2022, the Board of Directors of Nordson Corporation (the “Company”) authorized the repurchase of an additional $500 million of the Company’s outstanding common shares. The increased repurchase authorization, when added to the approximate $160 million remaining from the previously approved Board share repurchase authorizations, provides the Company with a total authorized repurchase availability of approximately $660 million.

The repurchases will be made from time to time in either open market transactions or in privately negotiated transactions. Repurchases may be made under Rule10b5-1 plans, which permit shares to be repurchased through pre-determined criteria. The timing, volume and nature of share repurchases will be at the discretion of management, dependent upon market conditions, other priorities of cash investment, applicable securities laws and other factors. The Company’s share repurchase program does not obligate the Company to acquire any particular amount of common shares, and it may be suspended or discontinued at any time.

A copy of the Company’s press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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

Document

Exhibit 99.1

Nordson Corporation’s Board of Directors Authorizes Additional $500 Million for Share Repurchase Program

Westlake, Ohio, USA – September 6, 2022 – Nordson Corporation (Nasdaq:NDSN) today announced that its Board of Directors has authorized the repurchase of up to an additional $500 million of the Company’s outstanding common shares, adding capacity to the $160 million remaining from its 2018 Board authorization.

“The Board’s action reflects continued confidence in the execution of our Ascend strategy, designed to deliver top-tier growth with leading margins and returns,” said Nordson Executive Vice President and Chief Financial Officer Joseph Kelley. “Consistent cash generation is a strength of our business. We are pleased to return this value to our shareholders through annual dividends and disciplined share repurchases, particularly in this dynamic environment. We also will continue making investments to fund long-term organic and acquisitive growth opportunities.”

Shares may be purchased from time to time at prevailing prices, subject to market conditions, share price and other considerations. Purchases will be made on the open market pursuant to the applicable Securities Exchange Act Rules and will be funded from operating cash flows. Expected uses for repurchased shares include, but are not limited to, funding benefit programs including stock options, restricted stock and 401(k) matching. Shares repurchased will be treated as treasury shares until used for such purposes.

Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serves global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com, www.twitter.com/Nordson_Corp or www.facebook.com/nordson.