NDSN 10-Q
Nordson Corp (NDSN)
10-Q
2026-08-20
For: 2026-07-31
View Original
Added on
August 20, 2026
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended July 31, 2026
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number 0-7977
____________________________________________________
(Exact name of registrant as specified in its charter)
___________________________________________________
(State or other jurisdiction of incorporation or organization)
(Address of principal executive offices)
(I.R.S. Employer Identification No.)
(Zip Code)
(440 ) 892-1580
(Registrant's Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
| Title of Each Class | Trading Symbol(s) | Name of Each Exchange On Which Registered | ||||||||||||
Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o
Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
| 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. o
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x
Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Shares, without par value as of August 18, 2026: 55,699,366
Table of Contents
Page 2
Part I – FINANCIAL INFORMATION
| ITEM 1. | FINANCIAL STATEMENTS (UNAUDITED) | ||||
Condensed Consolidated Statements of Income
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| (In thousands, except for per share data) | July 31, 2026 | July 31, 2025 | July 31, 2026 | July 31, 2025 | ||||||||||||||||||||||
| Sales | $ | $ | $ | $ | ||||||||||||||||||||||
| Cost of sales | ||||||||||||||||||||||||||
| Selling and administrative expenses | ||||||||||||||||||||||||||
| Divestiture and related charges | ||||||||||||||||||||||||||
| Operating profit | ||||||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Pension settlement charge | ( | |||||||||||||||||||||||||
| Interest and investment income | ||||||||||||||||||||||||||
| Other expense - net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before income taxes | ||||||||||||||||||||||||||
| Income tax expense | ||||||||||||||||||||||||||
| Net income | $ | $ | $ | $ | ||||||||||||||||||||||
| Average common shares | ||||||||||||||||||||||||||
| Incremental common shares attributable to equity compensation | ||||||||||||||||||||||||||
| Average common shares and common share equivalents | ||||||||||||||||||||||||||
| Basic earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
| Diluted earnings per share | $ | $ | $ | $ | ||||||||||||||||||||||
See accompanying notes.
Consolidated Statements of Comprehensive Income
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| (In thousands) | July 31, 2026 | July 31, 2025 | July 31, 2026 | July 31, 2025 | |||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Components of other comprehensive income (loss), net of tax: | |||||||||||||||||||||||
| Foreign currency translation and related hedging adjustments | ( | ||||||||||||||||||||||
| Pension and postretirement benefit plans | ( | ||||||||||||||||||||||
| Total other comprehensive income (loss) | ( | ||||||||||||||||||||||
| Total comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
See accompanying notes.
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Nordson Corporation
Consolidated Balance Sheets
| (In thousands) | ||||||||||||||
| Assets | ||||||||||||||
| Current assets: | July 31, 2026 | October 31, 2025 | ||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
| Receivables - net | ||||||||||||||
| Inventories - net | ||||||||||||||
| Prepaid expenses and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Goodwill | ||||||||||||||
| Intangible assets - net | ||||||||||||||
| Property, plant and equipment - net | ||||||||||||||
| Operating right of use lease assets | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Other assets | ||||||||||||||
| $ | $ | |||||||||||||
| Liabilities and shareholders' equity | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Short-term debt | $ | $ | ||||||||||||
| Current maturities of long-term debt and notes payable | ||||||||||||||
| Accrued liabilities | ||||||||||||||
| Accounts payable | ||||||||||||||
| Customer advanced payments | ||||||||||||||
| Income taxes payable | ||||||||||||||
| Operating lease liability - current | ||||||||||||||
| Finance lease liability - current | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Long-term debt | ||||||||||||||
| Deferred income taxes | ||||||||||||||
| Operating lease liability - noncurrent | ||||||||||||||
| Postretirement obligations | ||||||||||||||
| Pension obligations | ||||||||||||||
| Finance lease liability - noncurrent | ||||||||||||||
| Other long-term liabilities | ||||||||||||||
| Shareholders' equity: | ||||||||||||||
| Common shares | ||||||||||||||
| Capital in excess of stated value | ||||||||||||||
| Retained earnings | ||||||||||||||
| Accumulated other comprehensive loss | ( | ( | ||||||||||||
| Common shares in treasury, at cost | ( | ( | ||||||||||||
| Total shareholders' equity | ||||||||||||||
| $ | $ | |||||||||||||
See accompanying notes.
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Nordson Corporation
Consolidated Statements of Shareholders’ Equity
| Nine Months Ended July 31, 2026 | ||||||||||||||||||||||||||||||||||||||
| (In thousands, except for share and per share data) | Common Shares | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Common Shares in Treasury, at cost | TOTAL | ||||||||||||||||||||||||||||||||
| November 1, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Shares issued under company stock and employee benefit plans | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| January 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Shares issued under company stock and employee benefit plans | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| April 30, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Shares issued under company stock and employee benefit plans | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| July 31, 2026 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
Page 5
Nordson Corporation
| Nine Months Ended July 31, 2025 | ||||||||||||||||||||||||||||||||||||||
| (In thousands, except for share and per share data) | Common Shares | Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Common Shares in Treasury, at cost | TOTAL | ||||||||||||||||||||||||||||||||
| November 1, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Shares issued under company stock and employee benefit plans | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive loss | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||
| January 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Shares issued under company stock and employee benefit plans | — | — | — | |||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| April 30, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
| Shares issued under company stock and employee benefit plans | — | — | — | ( | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Purchase of treasury shares | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||
Dividends declared ($ | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Other comprehensive income (loss) | — | — | — | — | ||||||||||||||||||||||||||||||||||
| July 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||||||||||
See accompanying notes.
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Nordson Corporation
Condensed Consolidated Statements of Cash Flows
| (In thousands) | Nine Months Ended | |||||||||||||
| Cash flows from operating activities: | July 31, 2026 | July 31, 2025 | ||||||||||||
| Net income | $ | $ | ||||||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Pension settlement charge | ||||||||||||||
| Non-cash stock compensation | ||||||||||||||
| Deferred income taxes | ( | ( | ||||||||||||
| Other non-cash expense | ||||||||||||||
| (Gain) loss on sale of property, plant and equipment | ( | |||||||||||||
| Divestiture and related charges | ||||||||||||||
| Changes in operating assets and liabilities and other | ||||||||||||||
| Net cash provided by operating activities | ||||||||||||||
| Cash flows from investing activities: | ||||||||||||||
| Additions to property, plant and equipment | ( | ( | ||||||||||||
| Proceeds from sale of property, plant and equipment | ||||||||||||||
| Other | ( | |||||||||||||
| Acquisition of business, net of cash acquired | ( | |||||||||||||
| Net cash used in investing activities | ( | ( | ||||||||||||
| Cash flows from financing activities: | ||||||||||||||
| Proceeds from issuance of debt | ||||||||||||||
| Proceeds from (repayment of) short-term debt - net | ||||||||||||||
| Repayment of debt | ( | ( | ||||||||||||
| Repayment of finance lease obligations | ( | ( | ||||||||||||
| Issuance of common shares | ||||||||||||||
| Purchase of treasury shares | ( | ( | ||||||||||||
| Dividends paid | ( | ( | ||||||||||||
| Net cash used in financing activities | ( | ( | ||||||||||||
| Effect of exchange rate changes on cash | ||||||||||||||
| Increase in cash and cash equivalents | ||||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
See accompanying notes.
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Nordson Corporation
Notes to Condensed Consolidated Financial Statements
July 31, 2026
NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES
In this Quarterly Report on Form 10-Q, all amounts related to U.S. dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.
Unless otherwise noted, all references to years relate to our fiscal year ending October 31.
Significant accounting policies
Use of estimates. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements. Actual amounts could differ from these estimates.
Revenue recognition. A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. Generally, our revenue results from short-term, fixed-price contracts and primarily is recognized as of a point in time when the product is shipped or at a later point when the control of the product transfers to the customer. For products in which control transfers upon delivery, revenue is deferred for undelivered items and included within Accrued liabilities in our Consolidated Balance Sheets. Revenues deferred as of July 31, 2026 and October 31, 2025 were not material.
For certain contracts related to the sale of customer-specific products, revenue is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer. The continuous transfer of control to the customer occurs as we enhance assets that are customer controlled, and we are contractually entitled to payment for work performed to date plus a reasonable margin.
As control transfers over time for these products or services, revenue is recognized based on progress toward completion of the performance obligations. The selection method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We have elected to use the input method – costs incurred for these contracts because it best depicts the transfer of products or services to the customer based on incurring costs on the contract. Under this method, revenues are recorded proportionally as costs are incurred. Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material as of July 31, 2026 and October 31, 2025. Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues for the periods ended July 31, 2026 and October 31, 2025.
Revenue is measured as the amount of consideration we expect to be entitled to in exchange for transferring products or services. Taxes, including sales and value add, that we collect concurrently with revenue-producing activities are excluded from revenue. As a practical expedient, we may exclude the assessment of whether goods or services are performance obligations, if they are immaterial in the context of the contract, and combine these with other performance obligations. While payment terms and conditions vary by contract type, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a significant portion of these costs are incurred prior to transfer of control to the customer. We have also elected to apply the practical expedient to expense sales commissions as they are incurred, as the amortization period resulting from capitalizing the
Page 8
Nordson Corporation
costs is one year or less. These costs are recorded within Selling and administrative expenses in our Condensed Consolidated Statements of Income.
We offer assurance-type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term and is not material. Certain arrangements may include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and therefore, these items are typically regarded as inconsequential or not material.
We disclose disaggregated revenues by operating segment and geography in accordance with the revenue standard and on the same basis used internally by the chief operating decision maker for evaluating performance of operating segments and for allocating resources. Refer to Operating segments note for details.
Earnings per share. Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted shares and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. There were zero options and options for 190 common shares excluded from the calculation of diluted earnings per share for the three months ended July 31, 2026 and 2025, respectively, because their effect would have been anti-dilutive. Options for 24 and 240 common shares were excluded from the calculation of diluted earnings per share for the nine months ended July 31, 2026 and 2025, respectively, because their effect would have been anti-dilutive. Under the 2021 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods. Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.
Recently issued accounting standards
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 is to be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company adopted the guidance of ASU 2023-07 during the fourth quarter of 2025. See Operating segments note.
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to improve income tax disclosure requirements by requiring specific disclosure in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. The Company will adopt the standard in its Annual Report on Form 10-K for the year ending October 31, 2026. The Company is currently evaluating the impact of the adoption of ASU 2023-09 and expects the adoption of the standard will only impact its disclosures with no material impact on its consolidated financial statements.
In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income. ASU 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Income. However, the amendments require disclosure, on an annual and interim basis, of disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2028.
In September 2025, the FASB issued ASU 2025-06, Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40) Targeted Improvements to the Accounting for Internal-Use Software (ASU 2025-06). This accounting standard changes when software project costs should be capitalized by removing all references to development stages and requiring costs to be capitalized when (1) the Company authorizes and commits to funding the software project and (2) it is probable the software project will be completed. The standard also requires additional annual and interim disclosures, including the capitalized software balance and accumulated amortization. ASU 2025-06 is effective for annual reporting periods, including interim reporting periods within those annual periods, beginning after December 15, 2027, with early adoption permitted and may be applied prospectively, retrospectively, or using a modified prospective transition approach. The Company is evaluating the impact of ASU 2025-06 to its consolidated financial statements and related disclosures.
Page 9
Nordson Corporation
Acquisitions
In March 2026, the Company acquired CapstanAG to expand its North America precision agriculture business; the acquisition was not material to consolidated financial results. Business acquisitions have been accounted for using the acquisition method, with the acquired assets and liabilities recorded at estimated fair value on the dates of acquisition. The cost in excess of the net assets of the business acquired is included in goodwill. Operating results since the respective dates of acquisitions are included in the Condensed Consolidated Statements of Income.
Receivables
Our primary allowance for credit losses is the allowance for doubtful accounts, which is principally determined based on aging of receivables. Receivables are exposed to credit risk based on the customers' ability to pay which is influenced by, among other factors, their financial liquidity. We perform ongoing customer credit evaluation to maintain sufficient allowances for potential credit losses. Our segments perform credit evaluation and monitoring to estimate and manage credit risk through the review of customer information, credit ratings, approval and monitoring of customer credit limits and assessment of market conditions. We may also require prepayments or bank guarantees from customers to mitigate credit risk. Our receivables are generally short-term in nature with a majority of receivables outstanding less than 90 days. Accounts receivable balances are written-off against the allowance if deemed uncollectible.
Accounts receivable are net of an allowance for credit losses of $5,871 and $7,408 on July 31, 2026 and October 31, 2025, respectively. Provision for losses on receivables was $306 and $196 for the three and nine months ended July 31, 2026, respectively, compared to provision income of $161 and $805 for the same periods last year, respectively. The remaining change in the allowance for credit losses is principally related to the write-off of uncollectible accounts.
Inventories
Components of inventories were as follows:
| July 31, 2026 | October 31, 2025 | |||||||||||||
| Finished goods | $ | $ | ||||||||||||
| Raw materials and component parts | ||||||||||||||
| Work-in-process | ||||||||||||||
| Obsolescence and other reserves | ( | ( | ||||||||||||
| $ | $ | |||||||||||||
Property, plant and equipment
Components of property, plant and equipment were as follows:
| July 31, 2026 | October 31, 2025 | ||||||||||
| Land | $ | $ | |||||||||
| Land improvements | |||||||||||
| Buildings | |||||||||||
| Machinery and equipment | |||||||||||
| Enterprise management system | |||||||||||
| Construction-in-progress | |||||||||||
| Leased property under finance leases | |||||||||||
| Accumulated depreciation | ( | ( | |||||||||
| $ | $ | ||||||||||
Depreciation expense was $17,201 and $17,754 for the three months ended July 31, 2026 and 2025, respectively. Depreciation expense was $51,126 and $53,355 for the nine months ended July 31, 2026 and 2025, respectively.
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Nordson Corporation
Goodwill and other intangible assets
Our reporting units are the same as our reportable operating segments, Industrial Precision Solutions ("IPS"), Medical and Fluid Solutions ("MFS"), and the Advanced Technology Solutions ("ATS") segments. Changes in the carrying amount of goodwill for th e nine months ended July 31, 2026 by operating segment:
| IPS | MFS | ATS | Total | |||||||||||||||||||||||
| Balance at October 31, 2025 | $ | $ | $ | $ | ||||||||||||||||||||||
| Currency effect | ( | |||||||||||||||||||||||||
| Balance at July 31, 2026 | $ | $ | $ | $ | ||||||||||||||||||||||
Information regarding intangible assets subject to amortization:
| July 31, 2026 | ||||||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||||||||||
| Customer relationships | $ | $ | $ | |||||||||||||||||
| Patent/technology costs | ||||||||||||||||||||
| Trade name | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
| October 31, 2025 | ||||||||||||||||||||
| Carrying Amount | Accumulated Amortization | Net Book Value | ||||||||||||||||||
| Customer relationships | $ | $ | $ | |||||||||||||||||
| Patent/technology costs | ||||||||||||||||||||
| Trade name | ||||||||||||||||||||
| Non-compete agreements | ||||||||||||||||||||
| Other | ||||||||||||||||||||
| Total | $ | $ | $ | |||||||||||||||||
Pension and other postretirement plans
During the second quarter of 2026, we completed a partial plan settlement transaction in regards to our U.S. pension plan in which plan assets amounting to $104,148 were used to purchase a group annuity contract from RGA Life and Annuity Insurance Company ("RGA"). The settlement resulted in a loss of $24,049 as shown on the Condensed Consolidated Statements of Income. This transaction relieved the Company of its responsibility for the pension obligation related to certain retired employees and transferred the obligation and payment responsibility to RGA for retirement benefits owed to approximately 1,000 retirees and other beneficiaries. The annuity contract covers retirees who commenced receiving benefits on or before February 1, 2026. The monthly retirement benefit payment amounts currently received by retirees and their beneficiaries did not change as a result of this transaction. Plan participants not included in the transaction remain in the plans and responsibility for payment of the retirement benefits remains with the Company.
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Nordson Corporation
The components of net periodic pension costs for the three and nine months ended July 31, 2026 and 2025 were:
| U.S. | International | |||||||||||||||||||||||||
| Three Months Ended | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of prior service credit | ( | ( | ||||||||||||||||||||||||
| Amortization of net actuarial (gain) loss | ( | ( | ||||||||||||||||||||||||
| Total benefit cost | $ | $ | $ | $ | ||||||||||||||||||||||
| U.S. | International | |||||||||||||||||||||||||
| Nine Months Ended | 2026 | 2025 | 2026 | 2025 | ||||||||||||||||||||||
| Service cost | $ | $ | $ | $ | ||||||||||||||||||||||
| Interest cost | ||||||||||||||||||||||||||
| Expected return on plan assets | ( | ( | ( | ( | ||||||||||||||||||||||
| Amortization of prior service credit | ( | ( | ||||||||||||||||||||||||
| Amortization of net actuarial (gain) loss | ( | ( | ||||||||||||||||||||||||
| Settlement loss | ||||||||||||||||||||||||||
| Total benefit cost | $ | $ | $ | $ | ||||||||||||||||||||||
The components of other postretirement benefit costs, for plans in the United States, for the three and nine months ended July 31, 2026 and 2025:
| Three Months Ended | 2026 | 2025 | ||||||||||||
| Service cost | $ | $ | ||||||||||||
| Interest cost | ||||||||||||||
| Amortization of net actuarial gain | ( | ( | ||||||||||||
| Total benefit cost | $ | $ | ||||||||||||
| Nine Months Ended | 2026 | 2025 | ||||||||||||
| Service cost | $ | $ | ||||||||||||
| Interest cost | ||||||||||||||
| Amortization of net actuarial gain | ( | ( | ||||||||||||
| Total benefit cost | $ | $ | ||||||||||||
The components of net periodic pension and other postretirement cost, other than service cost, are included in Other income (expense) – net and Pension settlement charge in our Condensed Consolidated Statements of Income.
Income taxes
We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period. The effective tax rate for the three months ended July 31, 2026 and 2025 was 17.8 % and 21.0 %, respectively. The effective tax rate for the nine months ended July 31, 2026 and 2025 was 17.9 % and 19.7 %, respectively. The effective tax rate for the three and nine months ended July 31, 2026 was lower than the U.S. tax rate of 21 % primarily due to the foreign-derived intangible income deduction.
Page 12
Nordson Corporation
Accumulated other comprehensive income (loss)
Changes in accumulated other comprehensive income (loss) (AOCI) consisted of:
| Cumulative translation and related hedging instruments | Pension and postretirement benefit plan adjustments | Accumulated other comprehensive income (loss) | ||||||||||||||||||
Balance at October 31, 2025 (1) | $ | ( | $ | ( | $ | ( | ||||||||||||||
| Other comprehensive income before reclassification adjustments | ||||||||||||||||||||
Reclassifications from AOCI to Statement of Income (2) | ||||||||||||||||||||
| Tax impact | ( | ( | ||||||||||||||||||
Balance at July 31, 2026 (1) | $ | ( | $ | ( | $ | ( | ||||||||||||||
(1) Amounts net of tax.
(2) Included in the computation of net periodic cost (benefit) which is included in Other income (expense) - net and Pension settlement charge in our Consolidated Statements of Income. See Pension and other postretirement plans Note.
Warranties
We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year ) measured from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions is adjusted as necessary. The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheets.
Following is a reconciliation of the product warranty liability for the nine months ended July 31, 2026 and 2025:
| 2026 | 2025 | |||||||||||||
| Beginning balance at October 31 | $ | $ | ||||||||||||
| Accruals for warranties | ||||||||||||||
| Warranty payments | ( | ( | ||||||||||||
| Currency adjustments | ( | |||||||||||||
| Ending balance | $ | $ | ||||||||||||
Page 13
Nordson Corporation
Operating segments
We conduct business in three
Industrial Precision Solutions: This segment focuses on delivering proprietary dispensing and processing technology, both standard and highly customized equipment, to diverse end markets. Product lines commonly reduce material consumption, increase line efficiency through precision dispensing and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, agricultural, consumer durables and non-durables markets.
Medical and Fluid Solutions: This segment includes the Company’s fluid management solutions for medical, high-tech industrial and other diverse end markets. Related plastic tubing, balloons, catheters, syringes, cartridges, tips and fluid connection components are used to dispense or control fluids within customers’ medical devices or products, as well as production processes.
Advanced Technology Solutions: This segment focuses on products serving electronics and consumer non-durable end markets. Advanced Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics customer’s production and measurement and control processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability. Applications include, but are not limited to, semiconductors, printed circuit boards, electronic components and automotive electronics, in-line measurement sensors, gauges and analyzers.
The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker ("CODM"), our President and Chief Executive Officer. The primary measure used by our CODM for purposes of making decisions about allocating resources to the segments and assessing performance is segment EBITDA, which equals sales less adjusted cost of sales and adjusted selling and administrative expenses plus depreciation. Cost of sales and selling and administrative expenses are adjusted for certain special items such as non-recurring cost reduction activities and acquisition related costs, including intangible asset amortization. The CODM uses segment EBITDA in the annual budgeting and forecasting processes and regularly evaluates segment EBITDA results versus budget, forecast and prior year when making allocation of capital, financial and employee resource decisions.
The accounting policies of the segments are the same as those described in our Significant accounting policies Note. There are no intersegment sales. Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive compensation, charitable donations, corporate facilities, and other items that are of a corporate or functional governance nature. Interest expense-net and Other income (expense) - net are excluded from the measure of segment profitability reviewed by our CODM and are not presented by operating segment.
Page 14
Nordson Corporation
The following table presents information about our reportable segments as further reconciled to consolidated GAAP financial results:
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||
| July 31, 2026 | July 31, 2025 | July 31, 2026 | July 31, 2025 | |||||||||||||||||||||||
| Sales | ||||||||||||||||||||||||||
| Industrial Precision Solutions | $ | $ | $ | $ | ||||||||||||||||||||||
| Medical and Fluid Solutions | ||||||||||||||||||||||||||
| Advanced Technology Solutions | ||||||||||||||||||||||||||
| Total segment sales | ||||||||||||||||||||||||||
| Adjusted cost of sales | ||||||||||||||||||||||||||
| Industrial Precision Solutions | ( | ( | ( | ( | ||||||||||||||||||||||
| Medical and Fluid Solutions | ( | ( | ( | ( | ||||||||||||||||||||||
| Advanced Technology Solutions | ( | ( | ( | ( | ||||||||||||||||||||||
| Total segment adjusted cost of sales | ( | ( | ( | ( | ||||||||||||||||||||||
| Adjusted selling and administrative expenses | ||||||||||||||||||||||||||
| Industrial Precision Solutions | ( | ( | ( | ( | ||||||||||||||||||||||
| Medical and Fluid Solutions | ( | ( | ( | ( | ||||||||||||||||||||||
| Advanced Technology Solutions | ( | ( | ( | ( | ||||||||||||||||||||||
| Total segment adjusted selling and administrative expenses | ( | ( | ( | ( | ||||||||||||||||||||||
| Depreciation | ||||||||||||||||||||||||||
| Industrial Precision Solutions | ||||||||||||||||||||||||||
| Medical and Fluid Solutions | ||||||||||||||||||||||||||
| Advanced Technology Solutions | ||||||||||||||||||||||||||
| Total segment depreciation | ||||||||||||||||||||||||||
| EBITDA | ||||||||||||||||||||||||||
| Industrial Precision Solutions | ||||||||||||||||||||||||||
| Medical and Fluid Solutions | ||||||||||||||||||||||||||
| Advanced Technology Solutions | ||||||||||||||||||||||||||
| Total segment EBITDA | ||||||||||||||||||||||||||
| Inventory step-up amortization | ( | ( | ( | |||||||||||||||||||||||
| Acquisition related costs | ( | ( | ( | ( | ||||||||||||||||||||||
| Severance and other | ( | ( | ||||||||||||||||||||||||
| Divestiture and related charges | ( | ( | ||||||||||||||||||||||||
| Depreciation and amortization | ( | ( | ( | ( | ||||||||||||||||||||||
| Corporate expenses | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest and investment income | ||||||||||||||||||||||||||
| Pension settlement charge | ( | |||||||||||||||||||||||||
| Other - net | ( | ( | ( | ( | ||||||||||||||||||||||
| Income before taxes | $ | $ | $ | $ | ||||||||||||||||||||||
Page 15
Nordson Corporation
The following table presents additional information about our reportable segments:
| Industrial Precision Solutions | Medical and Fluid Solutions | Advanced Technology Solutions | Corporate | Total | |||||||||||||||||||||||||
Three months ended July 31, 2026 | |||||||||||||||||||||||||||||
| Amortization of intangibles | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Property, plant and equipment expenditures | |||||||||||||||||||||||||||||
Three months ended July 31, 2025 | |||||||||||||||||||||||||||||
| Amortization of intangibles | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Property, plant and equipment expenditures | |||||||||||||||||||||||||||||
Nine months ended July 31, 2026 | |||||||||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||||||||
| Property, plant and equipment expenditures | |||||||||||||||||||||||||||||
Nine months ended July 31, 2025 | |||||||||||||||||||||||||||||
| Amortization of intangibles | |||||||||||||||||||||||||||||
| Property, plant and equipment expenditures | |||||||||||||||||||||||||||||
As of July 31, 2026 | |||||||||||||||||||||||||||||
Identifiable assets (1) | |||||||||||||||||||||||||||||
As of October 31, 2025 | |||||||||||||||||||||||||||||
Identifiable assets (1) | |||||||||||||||||||||||||||||
We had significant net sales, measured based on their geographic destination, as follows:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| July 31, 2026 | July 31, 2025 | July 31, 2026 | July 31, 2025 | ||||||||||||||||||||
| Net external sales | |||||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| Europe | |||||||||||||||||||||||
| Asia Pacific | |||||||||||||||||||||||
| Total net external sales | |||||||||||||||||||||||
Investments
The Company holds minority interests in certain companies that do not have readily determinable fair values. For each qualifying investment, the Company elects the measurement alternative under ASC 321, initially recognizing the investment at cost and subsequently adjusting the carrying amount for (i) impairment and (ii) observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments subject to the measurement alternative are classified in Other assets on the Consolidated Balance Sheets and were $5,026 and $13,996 , at July 31, 2026 and October 31, 2025, respectively. Adjustments (upward or downward) and impairment losses, if any, are recognized in earnings within Other income (expense) - net and were not material for the three and nine months ended July 31, 2026 and 2025. If a readily determinable fair value for the investments subsequently becomes available, we will be required to record the investment at fair value with any unrealized gains or losses being recognized in earnings each period.
In December 2025, one of the Company's minority interest investments was publicly listed on a foreign stock exchange. The fair value of this investment is included in Other assets on the Consolidated Balance Sheets and was $6,636 as of July 31, 2026. The unrealized loss of $14,892 for the three months ended July 31, 2026 and unrealized gain of $2,481 for the nine months ended
Page 16
Nordson Corporation
Fair value measurements
The inputs to the valuation techniques used to measure fair value are classified into the following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:
| July 31, 2026 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
Net derivative contracts (1) | $ | ( | $ | — | $ | ( | $ | — | ||||||||||||||||||
Deferred compensation plans (2) | ( | — | ( | — | ||||||||||||||||||||||
Minority interest investment (3) | — | |||||||||||||||||||||||||
| October 31, 2025 | Total | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||||
Net derivative contracts (1) | $ | ( | $ | — | $ | ( | $ | — | ||||||||||||||||||
Deferred compensation plans (2) | ( | — | ( | — | ||||||||||||||||||||||
(1) Derivative contracts are valued using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. Refer to Derivative financial instruments note for balance sheet classification of derivatives.
(2) Executive officers and other highly compensated employees may defer up to 100 % of their salary and annual cash incentive compensation and for executive officers, up to 90 % of their long-term incentive compensation, into various non-qualified deferred compensation plans. Deferrals can be allocated to various market performance measurement funds. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.
The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables and accounts payable are shown in the table below. The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments.
| July 31, 2026 | October 31, 2025 | |||||||||||||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||||||||||||
| Debt (including current portion) | $ | $ | $ | $ | ||||||||||||||||||||||
Long-term and short-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The carrying amount of long-term debt is shown net of unamortized debt issuance costs and bond discounts as described in the Debt Note.
Derivative financial instruments
The Company uses derivative instruments to manage foreign currency and interest rate risk as detailed below. The Company does not enter into derivative instruments for trading purposes.
Foreign Currency Forward Contracts
We operate internationally and enter into transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. The settlement of these contracts is recorded in operating activities on the Consolidated Statement of Cash Flows.
Page 17
Nordson Corporation
We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. As of July 31, 2026 and 2025, there were no significant concentrations of credit risk.
Net Investment Hedges
Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.
The Company is a party to various cross currency swaps between the U.S. dollar and Euro, Japanese Yen, Taiwan dollar, Singapore dollar and Chinese Yuan, which were designated as hedges of our net investments in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increases or decreases related to the remeasurement of the effective portion of the hedges are recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheets until the sale or substantial liquidation of the underlying investments. The settlement of these hedges is recorded in investing activities on the Consolidated Statement of Cash Flows. The interest component is recorded in operating activities on the Consolidated Statement of Cash Flows.
Fair Value Hedges of Interest Rate Risk
The Company is exposed to changes in the fair value of certain of its fixed-rate liabilities due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, the Secured Overnight Financing Rate ("SOFR"), with the objective of minimizing the cost of borrowed funds. The Company's interest rate swaps involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments without the exchange of the underlying notional amount.
The Company's interest rate swaps are designated and qualify as fair value hedges. As a result, the interest rate swaps are measured at fair value and the carrying value of the hedged debt is adjusted for the change in value related to the exposure being hedged, with both adjustments offset to earnings. Accordingly, the earnings effect of an increase in the fair value of the interest rate swaps will be substantially offset by the earnings effect of the increase in the carrying value of the hedged debt.
The following table provides information regarding the Company's outstanding interest rate derivatives that were used to hedge changes in fair value attributable to interest rate risk:
| Interest rate swaps - notional amount | Cumulative adjustment to long-term debt from application of hedge accounting | Carrying value of hedged debt | ||||||||||||||||||
| Interest rate swaps | $ | $ | $ | |||||||||||||||||
The following table provides information regarding the balance sheet and income statement impacts of the Company's derivatives:
| July 31, 2026 | Notional Amount $ | Prepaid and other current assets | Other assets | Accrued liabilities | Other long-term liabilities | Type of hedge | |||||||||||||||||||||||||||||
| Derivatives designated as hedges: | |||||||||||||||||||||||||||||||||||
| Cross-currency swap | $ | $ | $ | $ | $ | Net investment | |||||||||||||||||||||||||||||
| Interest rate swap | — | — | Fair value | ||||||||||||||||||||||||||||||||
| Derivatives not designated as hedges: | |||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | — | — | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
Page 18
Nordson Corporation
| October 31, 2025 | Notional Amount $ | Prepaid and other current assets | Other assets | Accrued liabilities | Other long-term liabilities | Type of hedge | |||||||||||||||||||||||||||||
| Derivatives designated as hedges: | |||||||||||||||||||||||||||||||||||
| Cross-currency swap | $ | $ | $ | $ | $ | Net investment | |||||||||||||||||||||||||||||
| Interest rate swap | — | — | Fair value | ||||||||||||||||||||||||||||||||
| Derivatives not designated as hedges: | |||||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | — | — | |||||||||||||||||||||||||||||||||
| Total | $ | $ | $ | $ | |||||||||||||||||||||||||||||||
| Gain (Loss) Recognized | Gain (Loss) Recognized | Location | ||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||||
| July 31, 2026 | July 31, 2025 | July 31, 2026 | July 31, 2025 | |||||||||||||||||||||||||||||
| Derivatives designated as hedges: | ||||||||||||||||||||||||||||||||
| Interest rate swaps | $ | ( | $ | $ | ( | $ | Interest expense | |||||||||||||||||||||||||
| Hedged item | $ | $ | ( | $ | $ | ( | Interest expense | |||||||||||||||||||||||||
| Cross-currency swap - interest component | $ | $ | $ | $ | Interest expense | |||||||||||||||||||||||||||
| Cross-currency swap - effective portion | $ | $ | ( | $ | ( | $ | ( | Cumulative translation | ||||||||||||||||||||||||
| Derivatives not designated as hedges | ||||||||||||||||||||||||||||||||
| Foreign currency forward contracts | $ | ( | $ | ( | $ | $ | ( | Other income (expense) - net | ||||||||||||||||||||||||
| Foreign currency balance sheet remeasurement | $ | ( | $ | $ | ( | $ | ( | Other income (expense) - net | ||||||||||||||||||||||||
Debt
A summary of the Company's debt is as follows:
| July 31, 2026 | October 31, 2025 | |||||||||||||
| Revolving credit agreement | $ | $ | ||||||||||||
| Commercial paper | ||||||||||||||
| Term loan due 2026 | ||||||||||||||
| Term loan due 2031 | ||||||||||||||
| Senior notes, due 2026-2027 | ||||||||||||||
| Senior notes, due 2026-2030 | ||||||||||||||
| 5.600% Notes due 2028 | ||||||||||||||
| 5.800% Notes due 2033 | ||||||||||||||
| 4.500% Notes due 2029 | ||||||||||||||
| Less current maturities | ||||||||||||||
| Less short-term debt | ||||||||||||||
| Less unamortized debt issuance costs | ||||||||||||||
| Less bond discounts | ||||||||||||||
| Plus impact of interest rate swaps | ||||||||||||||
| Long-term maturities | $ | $ | ||||||||||||
Page 19
Nordson Corporation
Revolving credit agreement — In January 2026, we entered into a $1,200,000 senior unsecured multicurrency revolving credit facility with a group of banks, maturing in January 2031 (the “Revolving Credit Agreement”), which amended and restated the Company’s previous unsecured senior credit agreement, dated June 6, 2023, that included a term loan facility in the aggregate principal amount of $300,000 , maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $922,500 , maturing in June 2028. The Company had zero borrowings outstanding under the Revolving Credit Agreement as of July 31, 2026. The Revolving Credit Agreement permits borrowing in U.S. Dollars, Euros, Sterling, Swiss Francs, Singapore Dollars, Japanese Yen, and each other currency approved by the Revolving Agent and the Revolving Credit Banks (each as defined in the Revolving Credit Agreement). Loans under the Revolving Credit Agreement bear interest at the sum of (i) either a base rate or, depending on the currency, a SOFR rate, EURIBOR rate, TIBOR rate, SORA rate, SONIA rate or SARON rate (each as defined in the Revolving Credit Agreement) plus (ii) an applicable margin. The applicable margin is based on either the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or then current Debt Rating (as defined in the Revolving Credit Agreement). The weighted-average interest rate at July 31, 2026 was 4.56 %.
Commercial paper — In June 2026, we established a new commercial paper program (the “Program”), under which the Company may issue unsecured commercial paper notes (the “Notes”) on a private placement basis up to a maximum aggregate amount outstanding at any time of $1,200,000 . A national bank acts as the issuing and paying agent under the Program pursuant to the terms of an issuing and paying agent agreement. Under the Program, the Company may issue Notes from time to time, and the proceeds of the Notes will be used for general corporate purposes.
The maturities of the Notes will vary, but may not exceed 364 days from the date of issue. The face or principal amount of Notes outstanding under the Program at any time may not exceed $1,200,000 . The Notes will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary based on market conditions at the time of the issuance of the Notes.
Our Revolving Credit Agreement is the liquidity backstop for the repayment of any Notes under the Program. Outstanding borrowings under the Program as of July 31, 2026 were $192 million. The Company’s commercial paper borrowings are classified as short-term debt in the condensed consolidated balance sheets.
Senior notes, due 2026-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of 0.99 years. The weighted-average interest rate at July 31, 2026 was 3.19 %.
Senior notes, due 2026-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies have a remaining weighted-average life of 2.78 years. The weighted-average interest rate at July 31, 2026 was 4.11 %.
5.600% Notes, due 2028 and 5.800% Notes, due 2033 — In September 2023, we completed an underwritten public offering of $350,000 aggregate principal amount of 5.60 % Notes due 2028 and $500,000 aggregate principal amount of 5.80 % Notes due 2033.
4.500% Notes, due 2029 — In September 2024, we completed an underwritten public offering of $600,000 aggregate principal amount of 4.50 % Notes due 2029.
Term loan, due 2031— In May 2026, the Company entered into a five-year term loan. As of July 31, 2026, we borrowed and had outstanding $2,698 under the term loan. The weighted-average interest rate at July 31, 2026 was 7.65 %.
Contingencies
We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. After consultation with legal counsel, we do not believe that losses in excess of the amounts we have accrued would have a material adverse effect on our financial condition, quarterly or annual operating results or cash flows.
Page 20
Nordson Corporation
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain significant factors affecting our financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements. Throughout this Quarterly Report on Form 10-Q, components may not sum to totals due to rounding.
Overview
Nordson is an innovative precision technology company that leverages a scalable growth framework expected to deliver top tier growth with leading margins and returns. We engineer, manufacture and market differentiated products and systems used for precision dispensing, applying and controlling of adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces and various medical products such as: catheters, cannulas, medical balloons and medical tubing. These products are supported with extensive application expertise and direct global sales and service. We serve a wide variety of consumer non-durable, consumer durable and technology end markets including packaging, electronics, medical, appliances, energy, transportation, precision agriculture, building and construction, and general product assembly and finishing.
Our strategy for long-term growth is based on solving customers’ needs globally. We were incorporated in the State of Ohio in 1954 and are headquartered in Westlake, Ohio. Our products are marketed through a network of direct operations in more than 35 countries.
As of July 31, 2026, we had approximately 8,200 employees worldwide. We have principal manufacturing operations and sources of supply in the United States, the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
Critical Accounting Policies and Estimates
A comprehensive discussion of the Company’s critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Item 7 of our Annual Report on Form 10-K for the year ended October 31, 2025 (the "2025 Form 10-K"). There have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended October 31, 2025.
Results of Operations
Below is a detailed comparison of our results of operations for the nine months ended July 31, 2026 and July 31, 2025.
As used throughout this Quarterly Report on Form 10-Q, geographic regions include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific and Europe.
Consolidated Financial Results
Consolidated financial results for the three months ended July 31, 2026 and July 31, 2025 were as follows:
| Three Months Ended | ||||||||||||||||||||
| (In thousands except for per-share amounts) | July 31, 2026 | July 31, 2025 | Change | |||||||||||||||||
| Sales | $ | 817,667 | $ | 741,509 | 10.3 | % | ||||||||||||||
| Cost of sales | 363,935 | 334,992 | 8.6 | % | ||||||||||||||||
| Gross margin | 453,732 | 406,517 | 11.6 | % | ||||||||||||||||
| Gross margin % | 55.5 | % | 54.8 | % | 0.7 | % | ||||||||||||||
| Selling and administrative expenses | 230,640 | 206,539 | 11.7 | % | ||||||||||||||||
| Divestiture and related charges | — | 12,211 | 100.0 | % | ||||||||||||||||
| Operating profit | 223,092 | 187,767 | 18.8 | % | ||||||||||||||||
| Interest expense - net | (20,359) | (25,698) | (20.8) | % | ||||||||||||||||
| Other expense - net | (16,794) | (2,945) | 470.3 | % | ||||||||||||||||
| Income before income taxes | 185,939 | 159,124 | 16.9 | % | ||||||||||||||||
| Income tax expense | 33,093 | 33,340 | (0.7) | % | ||||||||||||||||
| Net income | $ | 152,846 | $ | 125,784 | 21.5 | % | ||||||||||||||
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Nordson Corporation
Consolidated financial results for the nine months ended July 31, 2026 and July 31, 2025 were as follows:
| Nine Months Ended | ||||||||||||||||||||
| (In thousands except for per-share amounts) | July 31, 2026 | July 31, 2025 | Change | |||||||||||||||||
| Sales | $ | 2,227,975 | $ | 2,039,867 | 9.2 | % | ||||||||||||||
| Cost of sales | 1,004,044 | 923,550 | 8.7 | % | ||||||||||||||||
| Gross margin | 1,223,931 | 1,116,317 | 9.6 | % | ||||||||||||||||
| Gross margin % | 54.9 | % | 54.7 | % | 0.2 | % | ||||||||||||||
| Selling and administrative expenses | 637,231 | 606,642 | 5.0 | % | ||||||||||||||||
| Divestiture and related charges | — | 12,211 | 100.0 | % | ||||||||||||||||
| Operating profit | 586,700 | 497,464 | 17.9 | % | ||||||||||||||||
| Interest expense - net | (64,680) | (77,335) | (16.4) | % | ||||||||||||||||
| Pension settlement charge | (24,049) | — | 100.0 | % | ||||||||||||||||
| Other expense - net | (6,357) | (5,380) | 18.2 | % | ||||||||||||||||
| Income before income taxes | 491,614 | 414,749 | 18.5 | % | ||||||||||||||||
| Income tax expense | 88,070 | 81,909 | 7.5 | % | ||||||||||||||||
| Net income | $ | 403,544 | $ | 332,840 | 21.2 | % | ||||||||||||||
Net Sales
Net sales for the IPS, MFS and ATS segments were as follows:
| Three Months Ended | Variance - Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
| Jul 31, 2026 | % of Total | Jul 31, 2025 | % of Total | Organic | Acquisitions / Divestitures | Currency | Total | ||||||||||||||||||||||||||||||||||
| IPS | $ | 367,249 | 44.9% | $ | 350,784 | 47.3% | 3.3 | % | 0.9 | % | 0.5 | % | 4.7 | % | |||||||||||||||||||||||||||
| MFS | 230,538 | 28.2% | 219,465 | 29.6% | 10.6 | % | (5.6) | % | — | % | 5.0 | % | |||||||||||||||||||||||||||||
| ATS | 219,880 | 26.9% | 171,260 | 23.1% | 30.9 | % | — | % | (2.5) | % | 28.4 | % | |||||||||||||||||||||||||||||
| Total | $ | 817,667 | $ | 741,509 | 11.7 | % | (1.2) | % | (0.2) | % | 10.3 | % | |||||||||||||||||||||||||||||
| Nine Months Ended | Variance - Increase (Decrease) | ||||||||||||||||||||||||||||||||||||||||
| Jul 31, 2026 | % of Total | Jul 31, 2025 | % of Total | Organic | Acquisitions / Divestitures | Currency | Total | ||||||||||||||||||||||||||||||||||
| IPS | $ | 1,044,576 | 46.9% | $ | 970,079 | 47.6% | 3.8 | % | 0.6 | % | 3.3 | % | 7.7 | % | |||||||||||||||||||||||||||
| MFS | 636,571 | 28.6% | 615,883 | 30.2% | 7.1 | % | (4.6) | % | 0.9 | % | 3.4 | % | |||||||||||||||||||||||||||||
| ATS | 546,828 | 24.5% | 453,905 | 22.2% | 20.1 | % | — | % | 0.4 | % | 20.5 | % | |||||||||||||||||||||||||||||
| Total | $ | 2,227,975 | $ | 2,039,867 | 8.4 | % | (1.2) | % | 2.0 | % | 9.2 | % | |||||||||||||||||||||||||||||
Three Months Ended July 31, 2026
The IPS organic sales increase of 3.3 percent was driven by strength in packaging, industrial coatings, polymer processing and nonwovens product lines. MFS organic sales increased 10.6 percent which was driven by growth in engineered fluid solutions and medical product lines. The ATS organic sales increase of 30.9 percent was driven by strong growth in electronics dispense and test and inspection product lines.
Nine Months Ended July 31, 2026
The IPS organic sales increase of 3.8 percent was driven by growth in virtually all product lines with particular strength in industrial coating, precision agriculture and polymer processing product lines. MFS organic sales increased 7.1 percent driven by strong growth in engineered fluid solutions and modest growth in all other medical product lines. The ATS organic sales increase of 20.1 percent was driven by exceptional growth in electronics dispense and test and inspection product lines.
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Nordson Corporation
Net Sales by region were as follows:
| Three Months Ended | Variance - Increase (Decrease) | |||||||||||||||||||||||||||||||||||||
| Jul 31, 2026 | % of Total | Jul 31, 2025 | % of Total | Organic | Acquisitions / Divestitures | Currency | Total | |||||||||||||||||||||||||||||||
| Americas | $ | 331,471 | 40.5% | $ | 314,568 | 42.4% | 7.3 | % | (2.5) | % | 0.6 | % | 5.4 | % | ||||||||||||||||||||||||
| Europe | 192,432 | 23.5% | 186,620 | 25.2% | 3.2 | % | (0.3) | % | 0.2 | % | 3.1 | % | ||||||||||||||||||||||||||
| Asia Pacific | 293,764 | 36.0% | 240,321 | 32.4% | 24.1 | % | (0.1) | % | (1.8) | % | 22.2 | % | ||||||||||||||||||||||||||
| Total | $ | 817,667 | $ | 741,509 | 11.7 | % | (1.2) | % | (0.2) | % | 10.3 | % | ||||||||||||||||||||||||||
| Nine Months Ended | Variance - Increase (Decrease) | |||||||||||||||||||||||||||||||||||||
| Jul 31, 2026 | % of Total | Jul 31, 2025 | % of Total | Organic | Acquisitions / Divestitures | Currency | Total | |||||||||||||||||||||||||||||||
| Americas | $ | 901,654 | 40.5% | $ | 874,868 | 42.9% | 4.5 | % | (2.3) | % | 0.9 | % | 3.1 | % | ||||||||||||||||||||||||
| Europe | 569,351 | 25.6% | 526,878 | 25.8% | 3.1 | % | (0.2) | % | 5.2 | % | 8.1 | % | ||||||||||||||||||||||||||
| Asia Pacific | 756,970 | 34.0% | 638,121 | 31.3% | 18.2 | % | (0.1) | % | 0.5 | % | 18.6 | % | ||||||||||||||||||||||||||
| Total | $ | 2,227,975 | $ | 2,039,867 | 8.4 | % | (1.2) | % | 2.0 | % | 9.2 | % | ||||||||||||||||||||||||||
Gross profit and Selling and administrative expenses
Gross margins were 55.5 percent and 54.8 percent for the three months ended July 31, 2026 and July 31, 2025, respectively. Gross margins were 54.9 percent and 54.7 percent for the nine months ended July 31, 2026 and July 31, 2025, respectively. Selling and administrative expenses increased for the three and nine months ended July 31, 2026 in support of higher sales and were up slightly as a percentage of sales for the third quarter but declined as a percentage of sales year to date.
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Nordson Corporation
Profit
Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the three and nine months ended July 31, 2026 and July 31, 2025, respectively:
| Three Months Ended | ||||||||||||||||||||||||||||||||
| Jul 31, 2026 | % of Sales | Jul 31, 2025 | % of Sales | % of Sales Change | ||||||||||||||||||||||||||||
| Industrial precision solutions | $ | 129,900 | 35.4% | $ | 130,130 | 37.1% | (1.7)% | |||||||||||||||||||||||||
| Medical and fluid solutions | 88,291 | 38.3% | 83,153 | 37.9% | 0.4% | |||||||||||||||||||||||||||
| Advanced technology solutions | 65,695 | 29.9% | 41,546 | 24.3% | 5.6% | |||||||||||||||||||||||||||
| Total segment EBITDA | 283,886 | 34.7% | 254,829 | 34.4% | 0.3% | |||||||||||||||||||||||||||
| Inventory step-up amortization | (2,269) | — | ||||||||||||||||||||||||||||||
| Acquisition costs | (576) | (235) | ||||||||||||||||||||||||||||||
| Severance and other | — | (451) | ||||||||||||||||||||||||||||||
| Divestiture and related charges | — | (12,211) | ||||||||||||||||||||||||||||||
| Depreciation and amortization | (36,546) | (37,847) | ||||||||||||||||||||||||||||||
| Corporate expenses | (21,403) | (16,318) | ||||||||||||||||||||||||||||||
| Operating profit | $ | 223,092 | $ | 187,767 | ||||||||||||||||||||||||||||
| Nine Months Ended | ||||||||||||||||||||||||||||||||
| Jul 31, 2026 | % of Sales | Jul 31, 2025 | % of Sales | % of Sales Change | ||||||||||||||||||||||||||||
| Industrial precision solutions | $ | 363,789 | 34.8% | $ | 356,453 | 36.7% | (1.9)% | |||||||||||||||||||||||||
| Medical and fluid solutions | 237,690 | 37.3% | 224,023 | 36.4% | 0.9% | |||||||||||||||||||||||||||
| Advanced technology solutions | 146,622 | 26.8% | 103,833 | 22.9% | 3.9% | |||||||||||||||||||||||||||
| Total segment EBITDA | 748,101 | 33.6% | 684,309 | 33.5% | 0.1% | |||||||||||||||||||||||||||
| Inventory step-up amortization | (3,404) | (3,135) | ||||||||||||||||||||||||||||||
| Acquisition costs | (1,110) | (1,778) | ||||||||||||||||||||||||||||||
| Severance and other | — | (16,725) | ||||||||||||||||||||||||||||||
| Divestiture and related charges | — | (12,211) | ||||||||||||||||||||||||||||||
| Depreciation and amortization | (109,446) | (112,454) | ||||||||||||||||||||||||||||||
| Corporate expenses | (47,441) | (40,542) | ||||||||||||||||||||||||||||||
| Operating profit | 586,700 | 497,464 | ||||||||||||||||||||||||||||||
Three Months Ended July 31, 2026
Segment EBITDA for IPS decreased 170 basis points despite higher sales due to continued investment in innovation and select near-term inflationary pressures. Segment EBITDA for MFS increased 40 basis points on higher sales. Segment EBITDA for ATS increased 560 basis points driven by robust sales growth and actions taken to improve operations and footprint in prior periods.
Consolidated operating profit increased in 2026 compared to 2025 principally due to the overall increase in segment EBITDA and absence of divestiture charges.
Nine Months Ended July 31, 2026
Segment EBITDA for IPS decreased 190 basis points despite higher sales due to unfavorable product and geographic mix in the first quarter, continued investment in innovation and select near-term inflationary pressures. Segment EBITDA for MFS increased 90 basis points due to higher sales and favorable mix from the divestiture of the contract manufacturing business, partially offset by the impact of near-term product start-up headwinds. Segment EBITDA for ATS increased 390 basis points driven by robust sales growth, controlled selling and administrative expenses and actions taken to improve operations and footprint in prior periods.
Consolidated operating profit increased in 2026 compared to 2025 principally due to the overall increase in segment EBITDA and the absence of severance costs and divestiture charges.
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Nordson Corporation
Interest expense and Other expenses
Interest expense for the three months ended July 31, 2026 was $20,823, compared to $26,258 in the comparable period of 2025. The decrease, compared to the prior year period, was primarily due to lower average debt levels enabled by our strong cash generation and a stable-to-declining rate environment. Other expense - net for the three months ended July 31, 2026 was expense of $16,794 compared to expense of $2,945 in the comparable period of 2025. Included in other expense - net for the three months ended July 31, 2026 were unrealized losses on minority investments of $14,892, pension and postretirement income of $984, and $2,023 of foreign currency losses. Included in other expense - net for the three months ended July 31, 2025 were pension and postretirement income of $1,008 and $3,041 in foreign currency losses.
Interest expense for the nine months ended July 31, 2026 was $65,896, compared to $79,389 in the comparable period of 2025. The decrease, compared to the prior year period, was primarily due to lower average debt levels enabled by our strong cash generation and a stable-to-declining rate environment. Other expense - net was $6,357 compared to expense of $5,380 in the comparable period of 2025. Included in other expense - net for the nine months ended July 31, 2026 were unrealized losses on minority investments of $2,481, pension and postretirement income of $2,906, and $6,702 of foreign currency losses. Included in other expense - net for the nine months ended July 31, 2025 were pension and postretirement income of $3,042 and $5,909 in foreign currency losses.
During the second quarter of 2026, we completed a partial plan settlement transaction in regards to our U.S. pension plan in which plan assets amounting to $104,148 were used to purchase a group annuity contract from RGA. The settlement resulted in a loss of $24,049 for the nine months ended July 31, 2026 as shown on the Condensed Consolidated Statements of Income.
Income Tax Expense
Income tax expense was $33,093, or 17.8% of pre-tax income, for the three months ended July 31, 2026, as compared to $33,340, or 21.0% of pre-tax income for the three months ended July 31, 2025. Income tax expense was $88,070, or 17.9% of pre-tax income, for the nine months ended July 31, 2026, as compared to $81,909, or 19.7% of pre-tax income for the nine months ended July 31, 2025.
Net Income
Net income was $152,846, or $2.73 per diluted share, for the three months ended July 31, 2026, compared to net income of $125,784, or $2.22 per diluted share, in the same period of 2025. This represented a 21.5 percent increase in net income and a 23.0 percent increase in diluted earnings per share. The increase of $0.51 per diluted share was primarily driven by higher operating profit, lower interest expense and the benefit of share repurchases, partially offset by a pension settlement charge and higher other expense.
Net income was $403,544, or $7.20 per diluted share, for the nine months ended July 31, 2026, compared to net income of $332,840, or $5.83 per diluted share, in the same period of 2025. This represented a 21.2 percent increase in net income and a 23.5 percent increase in diluted earnings per share. The increase of $1.37 per diluted share was primarily driven by higher operating profit, lower interest and tax expense, and the benefit of share repurchases, partially offset by a pension settlement charge.
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Nordson Corporation
Financial Condition
Liquidity and Capital Resources
Cash and cash equivalents increased $4,989 during the nine months ended July 31, 2026. Approximately 81 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of July 31, 2026.
A comparison of cash flow changes for the nine months ended July 31, 2026 to the nine months ended July 31, 2025 is as follows:
| Nine Months Ended | |||||||||||||||||
| July 31, 2026 | July 31, 2025 | Increase (Decrease) | |||||||||||||||
| Net Income and non-cash items | $ | 551,824 | $ | 469,659 | $ | 82,165 | |||||||||||
| Changes in operating assets and liabilities | 18,649 | 46,605 | (27,956) | ||||||||||||||
| Net cash provided by operating activities | 570,473 | 516,264 | 54,209 | ||||||||||||||
| Additions to property, plant and equipment | (40,313) | (49,002) | 8,689 | ||||||||||||||
| Acquisitions of businesses, net of cash acquired | (11,643) | — | (11,643) | ||||||||||||||
| Other - net | (3,513) | 4,272 | (7,785) | ||||||||||||||
| Net cash used in investing activities | (55,469) | (44,730) | (10,739) | ||||||||||||||
| Proceeds from (repayment of) short-term debt - net | 192,000 | — | 192,000 | ||||||||||||||
| Net repayment of long-term debt - net | (450,025) | (94,664) | (355,361) | ||||||||||||||
| Repayment of finance lease obligations | (5,633) | (4,083) | (1,550) | ||||||||||||||
| Dividends paid | (137,384) | (133,008) | (4,376) | ||||||||||||||
| Issuance of common shares | 49,143 | 5,419 | 43,724 | ||||||||||||||
| Purchase of treasury shares | (158,792) | (158,792) | (218,194) | 59,402 | |||||||||||||
| Net cash used in financing activities | $ | (510,691) | $ | (444,530) | $ | (66,161) | |||||||||||
The increase in operating assets and liabilities was principally driven by an increase in accounts receivable to support higher sales demand. During the nine months ended July 31, 2026, the Company was able to utilize its strong cashflow generation to repay $258 million of debt, repurchase $159 million of common shares, pay $137 million in dividends, and fund capital projects to drive organic growth.
We have a $1,200,000 Revolving Credit Facility that matures in January 2031. We have a commercial paper program of $1,200,000 that uses the Revolving Credit Facility as a liquidity backstop. At July 31, 2026, we had zero outstanding under the Revolving Credit Facility and $192 million of outstanding commercial paper.
Our operating performance, balance sheet position and financial ratios for the nine months ended July 31, 2026 remained strong. We were in compliance with all covenants in the agreements governing our debt as of July 31, 2026. We believe the Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures, contributions related to pension and postretirement obligations, principal and interest payments on our outstanding debt, dividends, and share repurchases. Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $113,431 as of July 31, 2026, cash provided by operations, which was $570,473 for the nine months ended July 31, 2026, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $1,142,987 as of July 31, 2026. Cash from operations, which when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the twelve months and the foreseeable future thereafter. The Company believes it has the ability to generate and obtain adequate amounts of cash to meet its short-term and long-term needs for cash. However, the impact of international conflicts, changes in trade policies, tariffs, and other import/export regulations of the United States and other nations could negatively impact our cash flow from operations and liquidity in future periods.
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Nordson Corporation
Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995
This Quarterly Report on Form 10-Q, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements in this quarterly report that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases. These forward-looking statements reflect management’s current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, U.S. and international economic and political conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions and the Company’s ability to complete and successfully integrate acquisitions; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements, including changes in tariffs by the United States or other nations; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflicts in Europe and the Middle East, acts of terror, natural disasters and pandemics.
In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
Factors that could cause our actual results to differ materially from the expected results are discussed in Part I, Item 1A, Risk Factors in our 2025 Form 10-K and Part II, Item 1A, Risk Factors in the Quarterly Report on Form 10-Q.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Information regarding our financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Form 10-K. The information disclosed has not changed materially in the interim period since then.
ITEM 4. CONTROLS AND PROCEDURES
Our management with the participation of the principal executive officer (president and chief executive officer) and principal financial officer (executive vice president and chief financial officer) has reviewed and evaluated our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e)) as of July 31, 2026. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of July 31, 2026 in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
There were no changes in our internal control over financial reporting that occurred during the three months ended July 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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Nordson Corporation
Part II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
See our Contingencies Note to the condensed consolidated financial statements for a discussion of our contingencies and legal matters.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in “Item 1A. Risk Factors” of our 2025 Form 10-K. There have been no material changes to the risk factors described in the 2025 Form 10-K.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes common shares repurchased by the Company during the three months ended July 31, 2026:
| (In whole shares) | Total Number of Shares Repurchased (1) | Average Price Paid per Share | Total Number of Shares Repurchased as Part of Publicly Announced Plans or Programs (2) | Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||||||||||||
| May 1, 2026 to May 31, 2026 | 35,525 | $ | 282.17 | 35,430 | $ | 588,581 | ||||||||||||||||||||
| June 1, 2026 to June 30, 2026 | 33,429 | $ | 289.89 | 33,220 | $ | 578,949 | ||||||||||||||||||||
| July 1, 2026 to July 31, 2026 | 33,199 | $ | 290.30 | 32,751 | $ | 569,444 | ||||||||||||||||||||
| Total | 102,153 | $ | 287.34 | 101,401 | $ | 569,444 | ||||||||||||||||||||
(1) Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.
(2) On August 20, 2025, the Company announced that its board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares. As of July 31, 2026, approximately $569,444 remained available for share repurchases under existing share repurchase authorizations. Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program will be funded using cash from operations and proceeds from borrowings under our credit facilities. The repurchase program does not have an expiration date.
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Nordson Corporation
ITEM 5. OTHER INFORMATION
During the quarter ended July 31, 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.
| ITEM 6. | EXHIBITS | ||||
| Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |||||
| Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |||||
| Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | |||||
| 101 | The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended July 31, 2026 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three and nine months ended July 31, 2026 and 2025, (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended July 31, 2026 and 2025, (iii) the Consolidated Balance Sheets at July 31, 2026 and October 31, 2025, (iv) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended July 31, 2026 and 2025, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2026 and 2025, and (vi) the Notes to Condensed Consolidated Financial Statements. | ||||
| 104 | The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2026, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). | ||||
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Nordson Corporation
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 thereunto duly authorized.
Date: August 20, 2026 | Nordson Corporation | ||||
| /s/ Joseph Rutledge | |||||
| Joseph Rutledge | |||||
| Chief Accounting Officer | |||||
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