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 January 31, 2022

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

____________________________________________________

NORDSON CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________________

Ohio

(State or other jurisdiction of incorporation or organization)

28601 Clemens Road

Westlake, Ohio

(Address of principal executive offices)

34-0590250

(I.R.S. Employer Identification No.)

44145

(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<br>On Which Registered
Common Shares, without par value	NDSN	Nasdaq Stock Market LLC

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.

Large accelerated filer	☒	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 February 22, 2022:  57,940,570

Table of Contents

PART I – FINANCIAL INFORMATION	3
ITEM 1.  FINANCIAL STATEMENTS (UNAUDITED)	3
Condensed Consolidated Statements of Income	3
Condensed Consolidated Statements of Comprehensive Income	4
Condensed Consolidated Balance Sheets	5
Condensed Consolidated Statements of Shareholders' Equity	6
Condensed Consolidated Statements of Cash Flows	7
Notes to Condensed Consolidated Financial Statements	8
ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	19
Overview	19
Critical Accounting Policies and Estimates	19
Results of Operations	19
Financial Condition	21
ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	22
ITEM 4.  CONTROLS AND PROCEDURES	22
PART II – OTHER INFORMATION	23
ITEM 1.  LEGAL PROCEEDINGS	23
ITEM 1A.  RISK FACTORS	23
ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	23
ITEM 6.  EXHIBITS	23
SIGNATURE	24

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Part I – FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Income

	Three Months Ended
(In thousands, except for per share data)	January 31, 2022		January 31, 2021
Sales	$	609,166	$	526,566
Operating costs and expenses:
Cost of sales	269,032		236,606
Selling and administrative expenses	184,274		180,935
	453,306		417,541
Operating profit	155,860		109,025
Other income (expense):
Interest expense	(5,650)		(6,932)
Interest and investment income	465		380
Other - net	1,292		(4,661)
	(3,893)		(11,213)
Income before income taxes	151,967		97,812
Income taxes	31,558		20,230
Net income	$	120,409	$	77,582
Average common shares	58,152		58,059
Incremental common shares attributable to equity compensation	667		696
Average common shares and common share equivalents	58,819		58,755
Basic earnings per share	$	2.07	$	1.34
Diluted earnings per share	$	2.05	$	1.32

See accompanying notes.

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Condensed Consolidated Statements of Comprehensive Income

	Three Months Ended
(In thousands)	January 31, 2022		January 31, 2021
Net income	$	120,409	$	77,582
Components of other comprehensive income (loss):
Foreign currency translation adjustments	(13,358)		28,433
Amortization of prior service cost and net actuarial losses, net of tax	3,060		2,997
Total other comprehensive income	(10,298)		31,430
Total comprehensive income	$	110,111	$	109,012

See accompanying notes.

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Condensed Consolidated Balance Sheets

(In thousands)
Assets
Current assets:	January 31, 2022		October 31, 2021
Cash and cash equivalents	$	170,539	$	299,972
Receivables - net	465,721		489,389
Inventories - net	366,380		327,195
Prepaid expenses and other current assets	51,595		48,282
Total current assets	1,054,235		1,164,838
Property, plant and equipment - net	361,567		355,565
Operating right of use lease assets	111,760		110,851
Goodwill	1,836,485		1,713,148
Intangible assets - net	374,149		357,367
Deferred income taxes	18,733		11,381
Other assets	78,061		77,811
Total assets	$	3,834,990	$	3,790,961
Liabilities and shareholders' equity
Current liabilities:
Accounts payable	$	96,503	$	91,689
Income taxes payable	30,863		16,636
Accrued liabilities	159,245		201,992
Customer advanced payments	85,594		77,868
Current maturities of long-term debt and notes payable	34,149		34,188
Operating lease liability - current	17,358		17,222
Finance lease liability - current	5,755		5,799
Total current liabilities	429,467		445,394
Long-term debt	773,191		781,709
Operating lease liability - noncurrent	98,459		97,685
Finance lease liability - noncurrent	14,670		14,944
Deferred income taxes	99,129		88,467
Pension obligations	78,112		80,584
Postretirement obligations	83,101		82,652
Other long-term liabilities	40,233		40,396
Shareholders' equity:
Common shares	12,253		12,253
Capital in excess of stated value	598,772		585,334
Retained earnings	3,355,712		3,265,027
Accumulated other comprehensive loss	(186,133)		(175,835)
Common shares in treasury, at cost	(1,561,976)		(1,527,649)
Total shareholders' equity	2,218,628		2,159,130
Total liabilities and shareholders' equity	$	3,834,990	$	3,790,961

See accompanying notes.

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Condensed Consolidated Statements of Shareholders’ Equity

	Three months ended January 31, 2022
(In thousands, except for share and per share data)	Common<br>Shares		Additional<br>Paid-in<br>Capital		Retained<br>Earnings		Accumulated<br>Other<br>Comprehensive<br>Income (Loss)		Common<br>Shares in<br>Treasury,<br>at cost		TOTAL
November 1, 2021	$	12,253	$	585,334	$	3,265,027	$	(175,835)	$	(1,527,649)	$	2,159,130
Shares issued under company stock and employee benefit plans	—		5,046		—		—		675		5,721
Stock-based compensation	—		8,392		—		—		—		8,392
Purchase of treasury shares (147,784 shares)	—		—		—		—		(35,002)		(35,002)
Dividends paid ($0.51 per share)	—		—		(29,724)		—		—		(29,724)
Net income	—		—		120,409		—		—		120,409
Other Comprehensive Income:
Foreign currency translation adjustments	—		—		—		(13,358)		—		(13,358)
Defined benefit pension and post-retirement<br>   plans adjustment	—		—		—		3,060		—		3,060
January 31, 2022	$	12,253	$	598,772	$	3,355,712	$	(186,133)	$	(1,561,976)	$	2,218,628
	Three months ended January 31, 2021
---	---	---	---	---	---	---	---	---	---	---	---	---
(In thousands, except for share and per share data)	Common<br>Shares		Additional<br>Paid-in<br>Capital		Retained<br>Earnings		Accumulated<br>Other<br>Comprehensive<br>Income (Loss)		Common<br>Shares in<br>Treasury,<br>at cost		TOTAL
November 1, 2020	$	12,253	$	534,684	$	2,908,738	$	(226,118)	$	(1,470,566)	$	1,758,991
Shares issued under company stock and employee benefit plans	—		6,462		—		—		976		7,438
Stock-based compensation	—		10,120		—		—		—		10,120
Purchase of treasury shares (27,347 shares)	—		—		—		—		(5,310)		(5,310)
Dividends paid($0.39 per share)	—		—		(22,672)		—		—		(22,672)
Net income	—		—		77,582		—		—		77,582
Impact of adoption of ASU 2016-13	—		—		(396)		—		—		(396)
Other Comprehensive Income:
Foreign currency translation adjustments	—		—		—		28,433		—		28,433
Defined benefit pension and post-retirement<br>   plans adjustment	—		—		—		2,997		—		2,997
January 31, 2021	$	12,253	$	551,266	$	2,963,252	$	(194,688)	$	(1,474,900)	$	1,857,183

See accompanying notes.

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Condensed Consolidated Statements of Cash Flows

(In thousands)	Three Months Ended
Cash flows from operating activities:	January 31, 2022		January 31, 2021
Net income	$	120,409	$	77,582
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	25,390		26,020
Non-cash stock compensation	8,392		10,120
Deferred income taxes	1,785		(373)
Other non-cash expense	653		163
Loss on sale of property, plant and equipment	193		361
Changes in operating assets and liabilities	(29,217)		16,152
Other	(9,518)		13,264
Net cash provided by operating activities	118,087		143,289
Cash flows from investing activities:
Additions to property, plant and equipment	(12,491)		(7,917)
Proceeds from sale of property, plant and equipment	7		22
Acquisition of business, net of cash acquired	(171,613)		—
Net cash used in investing activities	(184,097)		(7,895)
Cash flows from financing activities:
Proceeds from long-term debt	361		—
Repayment of long-term debt	(1,618)		(100,000)
Repayment of finance lease obligations	(1,640)		(1,734)
Issuance of common shares	5,721		7,438
Purchase of treasury shares	(35,002)		(5,310)
Dividends paid	(29,724)		(22,672)
Net cash used in financing activities	(61,902)		(122,278)
Effect of exchange rate changes on cash	(1,521)		4,329
Increase (decrease) in cash and cash equivalents	(129,433)		17,445
Cash and cash equivalents at beginning of period	299,972		208,293
Cash and cash equivalents at end of period	$	170,539	$	225,738

See accompanying notes.

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Notes to Condensed Consolidated Financial Statements

January 31, 2022

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this quarterly report, all amounts related to United States 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

Basis of presentation.  The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States (U.S. GAAP) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended January 31, 2022 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended October 31, 2021.

Consolidation.  The Condensed Consolidated Financial Statements include the accounts of Nordson Corporation and its 100%-owned and controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is 50% or less or in which we do not have control but have the ability to exercise significant influence, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates.  The preparation of financial statements in conformity with generally accepted accounting principles in the United States 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. Revenue for undelivered items is deferred and included within Accrued liabilities in our Condensed Consolidated Balance Sheets. Revenues deferred as of January 31, 2022 and 2021 were not material.

However, for certain contracts related to the sale of customer-specific products within our Advanced Technology Solutions segment, revenue is recognized for these contracts 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 Condensed Consolidated Balance Sheets and were not material at January 31, 2022 and October 31, 2021. Revenue recognized over time represented approximately 9% and 11% of our overall consolidated revenues at January 31, 2022 and 2021, respectively.

Revenue is measured as the amount of consideration we expect to receive 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

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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 are 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, 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 our 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. Options excluded from the calculation of diluted earnings per share for the three months ended January 31, 2022 and January 31, 2021 were 83 and 92, respectively.

Recently issued accounting standards

There have been no new accounting standards issued which would require either disclosure or adoption during the current period.

Acquisitions

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 Consolidated Statements of Income.

2022 Acquisition

On November 1, 2021, we acquired 100% of NDC Technologies (NDC), a leading global provider of precision measurement solutions for in-line manufacturing process control. NDC's technology portfolio includes in-line measurement sensors, gauges and analyzers using near-infrared, laser, X-ray, optical and nucleonic technologies, as well as proprietary algorithms and software. We acquired NDC for an aggregate purchase price of $171,613, net of cash of approximately $7,533 and other working capital adjustments of $2,763, utilizing cash on hand. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $129,856 and identifiable intangible assets of $31,130 were recorded. The identifiable intangible assets consist primarily of $10,800 of tradenames (amortized over thirteen years), $10,000 of technology (amortized over seven years), $9,500 of customer relationships (amortized over four years) and $830 of non-compete agreements (amortized over three years). Goodwill associated with this acquisition of $73,300 is tax deductible. This acquisition is being reported in our Industrial Precision Solutions segment and the results of NDC are not material to our Consolidated Financial Statements. As of January 31, 2022, the purchase price allocation remains preliminary as we complete our assessments of intangible assets and income taxes.

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 $8,553 and $7,552 at January 31, 2022 and October 31, 2021, respectively. The provision for losses on receivables was $471 and $388 for the three months ended January 31, 2022 and October 31, 2021, respectively. The remaining change in the allowance for credit losses is principally related to net write-off/recoveries of uncollectible accounts.

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Inventories

Components of inventories were as follows:

	January 31, 2022		October 31, 2021
Finished goods	$	225,518	$	211,628
Raw materials and component parts	136,414		111,089
Work-in-process	63,555		54,557
	425,487		377,274
Obsolescence and other reserves	(52,729)		(45,863)
LIFO reserve	(6,378)		(4,216)
	$	366,380	$	327,195

Property, Plant and Equipment

Components of property, plant and equipment were as follows:

	January 31, 2022		October 31, 2021
Land	$	9,447	$	9,238
Land improvements	4,675		4,786
Buildings	269,277		263,399
Machinery and equipment	512,886		491,180
Enterprise management system	50,532		50,532
Construction-in-progress	31,576		32,719
Leased property under capitalized leases	37,230		37,506
	915,623		889,360
Accumulated depreciation and amortization	(554,056)		(533,795)
	$	361,567	$	355,565

Depreciation expense was $12,305 and $12,940 for the three months ended January 31, 2022 and 2021, respectively.

Goodwill and other intangible assets

Changes in the carrying amount of goodwill for the three months ended January 31, 2022 by operating segment were as follows:

	Industrial<br>Precision<br>Solutions		Advanced<br>Technology<br>Solutions		Total
Balance at October 31, 2021	$	415,020	$	1,298,128	$	1,713,148
Acquisitions	129,856		—		129,856
Currency effect	(3,700)		(2,819)		(6,519)
Balance at January 31, 2022	$	541,176	$	1,295,309	$	1,836,485

The increase in goodwill for the three months ended January 31, 2022 was due to the acquisition of NDC. See Acquisitions Note for additional details.

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Information regarding our intangible assets subject to amortization was as follows:

	January 31, 2022
	Carrying <br>Amount		Accumulated<br>Amortization		Net Book <br>Value
Customer relationships	$	491,028	$	233,565	$	257,463
Patent/technology costs	163,245		91,572		71,673
Trade name	84,744		41,166		43,578
Non-compete agreements	10,641		9,215		1,426
Other	1,401		1,392		9
Total	$	751,059	$	376,910	$	374,149
	October 31, 2021
	Carrying <br>Amount		Accumulated<br>Amortization		Net Book <br>Value
Customer relationships	$	483,815	$	226,658	$	257,157
Patent/technology costs	154,267		89,299		64,968
Trade name	74,301		39,858		34,443
Non-compete agreements	9,896		9,099		797
Other	1,385		1,383		2
Total	$	723,664	$	366,297	$	357,367

Amortization expense for the three months ended January 31, 2022 and 2021 was $13,085 and $13,080, respectively. See Acquisitions Note for details regarding intangibles recorded due to the acquisition of NDC.

Pension and other postretirement plans

The components of net periodic pension cost for the three months ended January 31, 2022 and 2021 were:

	U.S.				International
	2022		2021		2022		2021
Service cost	$	5,187	$	5,766	$	489	$	518
Interest cost	3,583		3,340		298		220
Expected return on plan assets	(7,878)		(6,753)		(393)		(391)
Amortization of prior service credit	12		(20)		(18)		(77)
Amortization of net actuarial loss	2,766		3,574		607		790
Total benefit cost	$	3,670	$	5,907	$	983	$	1,060

The components of net periodic pension cost other than service cost are included in Other – net in our Condensed Consolidated Statements of Income.

The components of other postretirement benefit costs for the three months ended January 31, 2022 and 2021 were:

	U.S.				International
	2022		2021		2022		2021
Service cost	$	195	$	176	$	3	$	4
Interest cost	488		454		3		3
Amortization of net actuarial (gain) loss	263		347		(12)		(10)
Total benefit cost (income)	$	946	$	977	$	(6)	$	(3)

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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 January 31, 2022 and 2021 was 20.8% and 20.7%, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $1,115 and $799 for the three months ended January 31, 2022 and 2021, respectively.

Accumulated other comprehensive loss

The components of accumulated other comprehensive loss, including adjustments for items that are reclassified from accumulated other comprehensive loss to net income, are shown below.

	Cumulative<br>translation<br>adjustments		Pension and<br>postretirement <br>benefit<br>plan adjustments		Accumulated<br>other <br>comprehensive<br>income (loss)
Balance at October 31, 2021	$	(33,389)	$	(142,446)	$	(175,835)
Amortization of prior service costs and net<br><br>actuarial losses, net of tax of ($958)	—		3,060		3,060
Foreign currency translation adjustments	(13,358)		—		(13,358)
Balance at January 31, 2022	$	(46,747)	$	(139,386)	$	(186,133)

Stock-based compensation

During the 2021 Annual Meeting of Shareholders, our shareholders approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the “2021 Plan”) as the successor to the Amended and Restated 2012 Stock Incentive and Award Plan (the "2012 Plan"). The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, cash awards and other stock or performance-based incentives. A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that remained available to be granted under the 2012 Plan. As of January 31, 2022, a total of 2,108 common shares were available to be granted under the 2021 Plan.

Stock Options

Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25% per year and expire 10 years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in control. In the event of termination of employment due to early retirement or normal retirement at age 65, options granted within 12 months prior to termination are forfeited, and vesting continues post retirement for all other unvested options granted. In the event of disability or death, all unvested stock options granted within 12 months prior to termination fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis. We recognized compensation expense related to stock options of $1,772 and $2,236 for the three months ended January 31, 2022 and 2021, respectively.

The following table summarizes activity related to stock options for the three months ended January 31, 2022:

	Number of<br>Options	Weighted-<br>Average<br>Exercise Price <br>Per Share		Aggregate<br>Intrinsic Value		Weighted<br>Average<br>Remaining<br>Term
Outstanding at October 31, 2021	1,235	$	130.93
Granted	83	267.51
Exercised	(48)	120.27
Forfeited or expired	(3)	140.47
Outstanding at January 31, 2022	1,267	$	140.29	$	119,828	6.1 years
Expected to vest	391	$	186.03	$	21,069	7.9 years
Exercisable at January 31, 2022	873	$	119.62	$	98,565	5.2 years

As of January 31, 2022, there was $12,692 of total unrecognized compensation cost related to unvested stock options. That cost is expected to be amortized over a weighted average period of approximately 1.2 years.

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The fair value of each option grant was estimated at the date of grant using the Black-Scholes option-pricing model with the following assumptions:

Three Months Ended	January 31, 2022			January 31, 2021
Expected volatility	30.6%	-	30.8%	30.8%	-	32.6%
Expected dividend yield	0.76%	-	0.76%	0.83%	-	0.83%
Risk-free interest rate	1.36%	-	1.47%	0.43%	-	0.54%
Expected life of the option (in years)	5.3	-	6.2	5.3	-	6.2

The weighted-average expected volatility used to value the 2022 and 2021 options was 30.6% and 31.0%, respectively.

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of U.S. Treasury issues with a term equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during the three months ended January 31, 2022 and 2021 was $79.03 and $56.05, respectively.

The total intrinsic value of options exercised during the three months ended January 31, 2022 and 2021 was $6,961 and $5,435, respectively.

Cash received from the exercise of stock options for the three months ended January 31, 2022 and 2021 was $5,721 and $7,438, respectively.

Restricted Shares and Restricted Share Units

We may grant restricted shares and/or restricted share units to our employees and directors. These shares or units may not be transferred for a designated period of time (generally one to three years) defined at the date of grant. We may also grant continuation awards in the form of restricted share units with cliff vesting and a gateway performance measure that must be achieved for the restricted share units to vest.

For employee recipients, in the event of termination of employment due to early retirement with the consent of the Company, restricted shares and units granted within 12 months prior to termination are forfeited, and other restricted shares and units vest on a pro-rata basis, subject to the consent of the Compensation Committee. In the event of termination of employment due to normal retirement at age 65, restricted shares and units granted within 12 months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee. In the event of a recipient's disability or death, all restricted shares and units granted within 12 months prior to termination fully vest. Termination for any other reason prior to the lapse of any restrictions or vesting of units results in forfeiture of the shares or units.

For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units.

As shares or units are issued, deferred stock-based compensation equivalent to the fair value on the date of grant is expensed over the vesting period.

The following table summarizes activity related to restricted shares during the three months ended January 31, 2022:

	Number of Shares	Weighted-Average<br>Grant Date <br>Fair Value
Restricted shares at October 31, 2021	19	$	157.36
Vested	(9)	144.06
Restricted shares at January 31, 2022	10	$	168.88

As of January 31, 2022, there was $1,101 of unrecognized compensation cost related to restricted shares. The cost is expected to be amortized over a weighted average period of 0.6 years. The amount charged to expense related to restricted shares during the three months ended January 31, 2022 and 2021 was $314 and $964, respectively, which included common share dividends of $5 and $18, respectively.

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The following table summarizes activity related to restricted share units during the three months ended January 31, 2022:

	Number of Units	Weighted-Average<br>Grant Date <br>Fair Value
Restricted share units at October 31, 2021	67	$	202.81
Granted	39	266.11
Forfeited	(1)	219.03
Vested	(14)	201.32
Restricted share units at January 31, 2022	91	$	229.66

As of January 31, 2022, there was $16,216 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.1 years. The amount charged to expense related to restricted share units during each of the three months ended January 31, 2022 and 2021 was $2,273 and $2,092, respectively.

Performance Share Incentive Awards

Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods. No payout will occur unless threshold performance is achieved.

The amount of compensation expense is based upon current performance projections and the percentage of the requisite service that has been rendered. The calculations are based upon the grant date fair value which is principally driven by the stock price on the date of grant or a Monte Carlo valuation for awards with market conditions. The per share values were $260.60 and $273.50 for 2022 and $202.50 for 2021. The amount charged to expense related to performance awards was $3,944 and $4,755 for the three months ended January 31, 2022 and 2021, respectively. As of January 31, 2022, there was $18,453 of unrecognized compensation cost related to performance share incentive awards.

Deferred Compensation

Our executive officers and other highly compensated employees may elect to defer up to 100% of their base pay and cash incentive compensation, and for executive officers, up to 90% of their share-based performance incentive payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan for the three months ended January 31, 2022 and 2021 was $18 and $29, respectively.

Deferred Directors’ Compensation

Non-employee directors may defer all or part of their cash and equity-based compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity. Additional share equivalent units are earned when common share dividends are declared.

The following table summarizes activity related to director deferred compensation share equivalent units during the three months ended January 31, 2022:

	Number of Shares	Weighted-Average<br>Grant Date Fair<br>Value
Outstanding at October 31, 2021	106	$	68.11
Distributions	(4)	49.08
Outstanding at January 31, 2022	102	$	69.40

The amount charged to expense related to director deferred compensation for the three months ended January 31, 2022 and 2021 was $76 and $62.

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) 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 are adjusted as necessary. The liability for warranty costs is included in Accrued liabilities in the Condensed Consolidated Balance Sheets.

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Following is a reconciliation of the product warranty liability for the three months ended January 31, 2022 and 2021:

	January 31, 2022		January 31, 2021
Beginning balance at October 31	$	11,113	$	10,550
Accruals for warranties	3,865		3,870
Warranty payments	(3,051)		(3,594)
Currency effect	(10)		259
Ending balance	$	11,917	$	11,085

Operating segments

We conduct business across two primary operating segments:  Industrial Precision Solutions (IPS) and Advanced Technology Solutions (ATS). The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker. The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses. Items below the operating profit line of the Condensed Consolidated Statements of Income (interest and investment income, interest expense and other income/expense) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment. The accounting policies of the segments are generally the same as those described in Note - Significant Accounting Policies.

Industrial Precision Solutions: This segment delivers proprietary dispensing and processing technology to diverse end markets. Product lines reduce material consumption, increase line efficiency 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, consumer durables and non-durables markets.

Advanced Technology Solutions: This segment integrates our proprietary product technologies found in progressive stages of a customer’s production processes, such as surface treatment, precisely controlled dispensing of material and post-dispense test and inspection to ensure quality. Related single-use plastic molded syringes, cartridges, tips, fluid connection components, tubing, balloons and catheters are used to dispense or control fluids in production processes or within customers’ end products. This segment predominantly serves customers in the electronics, medical and related high-tech industrial markets.

The following table presents information about our segments:

Three Months Ended	Industrial<br>Precision<br>Solutions		Advanced<br>Technology<br>Solutions		Corporate		Total
January 31, 2022
Net external sales	$	323,933	$	285,233	$	—	$	609,166
Operating profit (loss)	102,187		76,327		(22,654)		155,860
January 31, 2021
Net external sales	$	288,416	$	238,150	$	—	$	526,566
Operating profit (loss)	83,403		47,201		(21,579)		109,025

We had significant sales in the following geographic regions:

	Three Months Ended
	January 31, 2022		January 31, 2021
United States	$	191,377	$	185,316
Americas	48,525		36,138
Europe	155,985		135,151
Japan	25,558		27,115
Asia Pacific	187,721		142,846
Total net external sales	$	609,166	$	526,566

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.

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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:

January 31, 2022	Total		Level 1		Level 2		Level 3
Assets:
Foreign currency forward contracts (a)	$	2,451	$	—	$	2,451	$	—
Total assets at fair value	$	2,451	$	—	$	2,451	$	—
Liabilities:
Deferred compensation plans (b)	$	10,473	$	—	$	10,473	$	—
Foreign currency forward contracts (a)	7,801		—		7,801		—
Total liabilities at fair value	$	18,274	$	—	$	18,274	$	—		October 31, 2021	Total		Level 1		Level 2		Level 3
---	---	---	---	---	---	---	---	---
Assets:
Foreign currency forward contracts (a)	$	2,755	$	—	$	2,755	$	—
Total assets at fair value	$	2,755	$	—	$	2,755	$	—
Liabilities:
Deferred compensation plans (b)	$	9,115	$	—	$	9,115	$	—
Foreign currency forward contracts (a)	4,507		—		4,507		—
Total liabilities at fair value	$	13,622	$	—	$	13,622	$	—

(a)We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies. Foreign exchange contracts are valued using market exchange rates. These foreign exchange contracts are not designated as hedges.

(b)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.

	January 31, 2022
	Carrying<br>Amount		Fair Value
Long-term debt (including current portion), excluding unamortized debt issuance costs	$	807,340	$	859,728

We used the following methods and assumptions in estimating the fair value of financial instruments:

•Long-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.

Derivative financial instruments

We operate internationally and enter into intercompany 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. Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other – net” on the Condensed Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position.

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For the three months ended January 31, 2022, we recognized a net loss of $3,598 on foreign currency forward contracts and a realized net gain of $3,962 from the change in fair value of balance sheet positions. For the three months ended January 31, 2021, we recognized a net gain of $9,342 on foreign currency forward contracts and a net loss of $12,102 from the change in fair value of balance sheet positions. The fair values of our foreign currency forward contract assets and liabilities are included in Receivable-net and Accrued liabilities, respectively, in our Consolidated Balance Sheets.

The following table summarizes, by currency, the foreign currency forward contracts outstanding at January 31, 2022 and 2021:

	Notional Amounts
January 31, 2022 contract amounts:	Sell		Buy
Euro	$	102,132	$	338,128
British pound	34,657		70,869
Japanese yen	12,315		40,384
Australian dollar	325		10,026
Hong Kong dollar	—		49,595
Singapore dollar	1,079		18,214
Others	15,792		87,704
Total	$	166,300	$	614,920
	Notional Amounts
January 31, 2021 contract amounts:	Sell		Buy
Euro	$	122,414	$	270,516
British pound	20,206		60,579
Japanese yen	25,011		42,370
Australian dollar	193		9,255
Hong Kong dollar	60,949		88,915
Singapore dollar	204		16,983
Others	9,649		81,018
Total	$	238,626	$	569,636

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. For the three months ended January 31, 2022 and 2021, there were no significant concentrations of credit risk.

Long-term debt

A summary of long-term debt is as follows:

	January 31, 2022		October 31, 2021
Notes payable	$	3,506	$	3,545
Senior notes, due 2022-2025	79,000		79,000
Senior notes, due 2022-2027	78,572		78,572
Senior notes, due 2023-2030	350,000		350,000
Euro loan, due 2023	297,685		306,358
	808,763		817,475
Less current maturities and notes payable	34,149		34,188
Less unamortized debt issuance costs	1,423		1,578
Long-term maturities	$	773,191	$	781,709

Revolving credit agreement, due 2024 — In April 2019, we entered into a $850,000 unsecured multi-currency credit facility with a group of banks, which amended, restated and extended our then existing syndicated revolving credit agreement. This facility has a five-year term and includes a $75,000 subfacility for swing-line loans. It expires in April 2024. At January 31, 2022 and October 31, 2021, we had no balances outstanding under this facility.

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Senior notes, due 2022-2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies had a remaining weighted-average life of 1.70 years. The weighted-average interest rate at January 31, 2022 was 3.10%.

Senior notes, due 2022-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies had a remaining weighted-average life of 2.94 years. The weighted-average interest rate at January 31, 2022 was 3.08%.

Senior notes, due 2023-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies had a remaining weighted-average life of 3.79 years. The weighted-average interest rate at January 31, 2022 was 3.90%.

Euro loan, due 2023 — In March 2020, we amended, restated and extended the term of our existing euro term loan facility with Bank of America Merrill Lynch International Limited. The interest rate is variable based on the EURIBOR rate. The term loan agreement provides for the following term loans due in two tranches: €115,000 is due in March 2023 and an additional €150,000 that was drawn down in March 2020 is due in March 2023. The weighted average interest rate at January 31, 2022 was 0.71% percent.

We were in compliance with all covenants at January 31, 2022 and the amount we could borrow would not have been limited by any debt covenants.

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.  Including the litigation and environmental matters discussed below, 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.

Class Action Litigation

On February 22, 2019, a former employee, Mr. Ortiz, filed a purported class action lawsuit in the San Diego County Superior Court, California, against Nordson Asymtek, Inc. and Nordson Corporation, alleging various violations of the California Labor Code.  Plaintiff sought, among other things, an unspecified amount for unpaid wages, actual, consequential and incidental losses, penalties, and attorneys’ fees and costs.  Following mediation in June 2020, the parties agreed to settle the lawsuit, subject to the execution of a written settlement agreement and court approval. During the first quarter of 2022, the court approved the final settlement agreement and the matter, which was fully reserved for, is now fully resolved.

Environmental

We have voluntarily agreed with the City of New Richmond, Wisconsin and other potentially responsible parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the Site) and the construction of a potable water delivery system serving the impacted area down gradient of the Site. At January 31, 2022 and October 31, 2021, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $313 and $319, respectively. The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations. The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements. Consequently, our liability could be greater than our current estimate. However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

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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.

Overview

Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework 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 approximately 7,100 employees with operations and support offices in over 35 countries.

COVID-19 Update

In December 2019, a novel strain of coronavirus (COVID-19) emerged and has since spread to other countries, including the United States. In March 2020, the World Health Organization declared COVID-19 as a pandemic (the COVID-19 pandemic). The COVID-19 pandemic, including multiple variants, has resulted in governments around the world implementing stringent measures to help control the spread of the virus, including quarantines, “shelter in place” and “stay at home” orders, travel restrictions, business interruptions and other measures.

Throughout the COVID-19 pandemic, we have supported, and continue to support, multiple “critical infrastructure” sectors by manufacturing materials and products needed for medical supply chains, packaging, transportation, energy, communications, and other critical infrastructure industries. We have benefited from our geographical and product diversification as the end markets we serve have remained resilient in response to the COVID-19 pandemic, and we continue to invest in the businesses, people, and strategies necessary to achieve our long-term priorities as we focus on driving profitable growth. We have continued to operate during the COVID-19 pandemic in all our production facilities, having taken the recommended public health measures to ensure worker and workplace safety. As a result, there have been unfavorable impacts on our manufacturing efficiencies. Additionally, we are taking steps to offset cost increases from COVID-19 pandemic-related supply chain disruptions.

We continue to actively monitor the rapidly evolving circumstances and impact of the COVID-19 pandemic, which has negatively disrupted, and may continue to negatively disrupt, our business and results of operations in the future. The full extent of the COVID-19 pandemic on our operations and the markets we serve remains highly uncertain and will depend largely on future developments related to the COVID-19 pandemic, including infection rates increasing or returning in various geographic areas, variations of COVID-19, the ultimate duration of the COVID-19 pandemic, actions by government authorities to contain the outbreak or treat its impact, such as reimposing previously lifted measures or putting in place additional restrictions, and the widespread distribution and acceptance of an effective vaccine, among other things. These developments are constantly evolving and cannot be accurately predicted.

NDC Acquisition

On November 1, 2021, the Company acquired NDC, a test and inspection business, focused on measurement and controls solutions serving consumer non-durable, film extrusion & converting, cable & tubing and energy storage markets. Upon integration, financial reporting for NDC was integrated into the Industrial Precision Solutions segment to better leverage growth opportunities within shared industrial and consumer non-durable end markets and related sales channels.

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, 2021 (the 2021 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, 2021.

Results of Operations

Three months ended January 31, 2022

Worldwide sales for the three months ended January 31, 2022 were $609,166, an increase of 15.7% from sales of $526,566 for the comparable period of 2021. The increase consisted of a 16.0% increase in organic sales volume and a favorable net 1.6% increase due to acquisitions and divestitures, which was partially offset by an unfavorable effect from currency translation of 1.9%. The organic sales increase was driven by strong demand across most end markets.

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Sales outside the United States accounted for 68.6% of our sales in the three months ended January 31, 2022 compared to 64.8% in the comparable period of 2021. On a geographic basis, sales in the United States were $191,377, an increase of 3.3% compared to 2021, consisting of a 2.8% increase in organic sales volume and a net 0.5% increase from acquisitions and divestitures. In the Asia Pacific region, sales were $187,721, an increase of 31.4% from 2021, consisting of an organic sales volume increase of 29.4% and a net 2.1% increase due to acquisitions and divestitures, partially offset by unfavorable currency effects of 0.1%. In Europe, sales were $155,985, an increase of 15.4% from 2021, consisting of an organic sales volume increase of 16.6% and a net 3.9% increase due to acquisitions and divestitures, offset by unfavorable currency effects of 5.1%. In the Americas region, sales were $48,525, an increase of 34.3% from 2021, consisting of an organic sales volume increase of 36.6%, partially offset by unfavorable currency effects of 1.4%, and a net decrease of 0.9% due to acquisitions and divestitures. In Japan, sales were $25,558, a decrease of 5.7% from 2021, consisting of an organic sales volume increase of 3.5% offset by unfavorable currency effects of 9.0% and a net 0.2% decrease due to acquisitions and divestitures.

Cost of sales for the three months ended January 31, 2022 were $269,032, up from $236,606 in the comparable period of 2021. Gross profit, expressed as a percentage of sales, increased to 55.8% from 55.1% in the comparable period of 2021. The 0.7 percentage point increase in gross margin was primarily driven by the divestiture of the screws and barrel product line, which contributed 1.1 percentage points, partially offset by inventory step-up amortization related to acquisition of NDC Technologies (NDC) in 2022.

Selling and administrative expenses for the three months ended January 31, 2022 were $184,274, up from $180,935 in the comparable period of 2021. The 1.8% increase was primarily driven by the first year effect of acquisitions, partially offset by favorable currency translation effects.

Operating profit increased to $155,860 for the three months ended January 31, 2022, compared to $109,025 in the comparable period of 2021. Operating profit as a percentage of sales increased to 25.6% for the three months ended January 31, 2022 compared to 20.7% in the comparable period of 2021. The improved profitability was primarily driven by the 16.0% increase in organic sales volume and the product line divestiture, which combined contributed 5.4 percentage points, partially offset by inventory step-up amortization related to our acquisition of NDC. Favorable sales mix and continued cost control measures also positively impacted operating profit.

Interest expense for the three months ended January 31, 2022 was $5,650, compared to $6,932 in the comparable period of 2021. The decrease was due to lower average debt levels compared to the prior year period. Other income was $1,292 compared to other expense of $4,661 in the comparable period of 2021. Included in 2022 other income were pension income of $281 and $364 in foreign currency gains. Included in 2021 other expense were pension costs of $1,476 and $2,760 of foreign currency losses.

Net income for the three months ended January 31, 2022 was $120,409, or $2.05 per diluted share, compared to $77,582, or $1.32 per diluted share, in the same period of 2021. This represents a 55.2% increase in net income, and a 55.3% increase in diluted earnings per share.

Industrial Precision Solutions

Sales of the Industrial Precision Solutions segment were $323,933 in the three months ended January 31, 2022, an increase of 12.3% from sales in the comparable period of 2021 of $288,416. The increase was the result of an organic sales volume increase of 12.0% and a net acquisition/divestiture impact of 3.2%, partially offset by unfavorable currency effects that decreased sales by 2.9%. The organic sales volume increase was driven by continued demand in consumer non-durable and industrial end markets, particularly in Asia.

Operating profit as a percentage of sales increased to 31.5% for the three months ended January 31, 2022 compared to 28.9% in the comparable period of 2021. The 2.6 percentage point improvement in operating margin was primarily due to the organic sales volume increase of 12.0% and favorable selling and administrative expense leverage which contributed 1.8 percentage points. The net impact of product line divestiture and an acquisition contributed 0.9 of a percentage point, inclusive of inventory step-up amortization related to our 2022 acquisition.

Advanced Technology Solutions

Sales of the Advanced Technology Solutions segment were $285,233 in the three months ended January 31, 2022, an increase of 19.8% from sales in the comparable period of 2021 of $238,150. The increase was the result of organic sales volume increase of 20.6%, partially offset by an unfavorable currency effect of 0.8%. The segment had organic sales growth across all of its end markets with particular strength in its electronics dispense product lines which grew approximately 40% over prior year.

Operating profit as a percentage of sales increased to 26.8% for the three months ended January 31, 2022 compared to 19.8% in the comparable period of 2021. The 7.0 percentage point improvement in operating margin was primarily due to the 20.6% organic sales volume increase and favorable selling and administrative expense leverage. Favorable product sales mix, manufacturing efficiencies and pricing helped offset cost inflation in material, labor, and logistics.

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Nordson Corporation

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. Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income. We have considered several factors in determining the probability of realizing deferred income tax assets which include forecasted operating earnings, available tax planning strategies and the time period over which the temporary differences will reverse. We review our tax positions on a regular basis and adjust the balances as new information becomes available. The effective tax rate for the three months ended January 31, 2022 was 20.8% and 20.7%, respectively.

Foreign Currency Effects

In the aggregate, average exchange rates for 2022 used to translate international sales and operating results into U.S. dollars were generally unfavorable compared with average exchange rates existing during 2021. It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which we operate. However, if transactions for the three months ended January 31, 2022 were translated at exchange rates in effect during the same period of 2021, we estimated that sales would have been approximately $9,800 higher while costs of sales and selling and administrative expenses would have been approximately $6,000 higher.

Financial Condition

Liquidity and Capital Resources

During the three months ended January 31, 2022, cash and cash equivalents decreased $129,433 as cash was used to fund the NDC acquisition, partially offset by cash generated from operations in the quarter. Cash provided by operations during this period was $118,087 compared to $143,289 for the three months ended January 31, 2021. Changes in operating assets and liabilities decreased cash by $29,217 in the three months ended January 31, 2022 compared to increasing cash by $16,152 in the comparable period of 2021, primarily related to investments in inventory.

Cash used in investing activities was $184,097 for the three months ended January 31, 2022, compared to $7,895 used in the comparable period of 2021. During the three months ended January 31, 2022, cash of $171,613 was used for the NDC acquisition and cash of $12,491 was used for capital expenditures. During the three months ended January 31, 2021, $7,917 was used for capital expenditures. The increase in capital expenditures related primarily to capacity expansion in our medical fluid components product line.

Cash used in financing activities was $61,902 for the three months ended January 31, 2022, compared to $122,278 used in the comparable period of 2021. The three months ended January 31, 2021 included a repayment of long-term debt of $100,000. In the three months ended January 31, 2022, cash of $29,724 was used for dividend payments and cash of $35,002 was used for the purchase of treasury shares, compared to $22,672 and $5,310, respectively, in the comparable period of 2021.

The following is a summary of significant changes in balance sheet captions from October 31, 2021 to January 31, 2022. Inventories-net increased by $39,185 to meet expected demand and exiting backlog and as a result of the NDC acquisition. Goodwill increased by $129,856 due to the NDC acquisition. Accrued liabilities decreased by $42,747 due primarily to incentive compensation payments made in the quarter ending January 31, 2022.

We believe the combination of present capital resources, cash from operations and unused financing sources are more than adequate to meet cash requirements for 2022. There are no significant restrictions limiting the transfer of funds from international subsidiaries to the parent company. We were in compliance with all debt covenants at January 31, 2022. Refer to our Long-term debt footnote in the notes to our condensed consolidated financial statements for additional details regarding our debt outstanding.

Outlook

Backlog entering the second quarter of fiscal year 2022 is over $900 million. The Company continues to see extended shipment request dates in conjunction with large orders from our customers in electronics, industrials, and medical end markets. Based on anticipated sales timing, supply chain constraints and labor availability, we expect fiscal 2022 second quarter sales growth to be in the range of 6% to 10% compared to fiscal 2021 second quarter, full-year revenue growth of 7% to 10% compared to fiscal year 2021 and earnings per share growth for the second quarter and fiscal year of 2022 compared to the same fiscal periods of 2021.

Safe Harbor Statements Under The Private Securities Litigation Reform Act of 1995

This 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,

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income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements in this annual 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 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 conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions including the Company’s ability to complete and successfully integrate acquisitions, including the integration of NDC; 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; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, acts of terror, natural disasters and pandemics, including the current COVID-19 pandemic.

In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such 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 actual results to differ materially from the expected results are discussed in Part I, Item 1A, Risk Factors in our 2021 Form 10-K.

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 2021 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, Chief Financial Officer) has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15(e)) as of January 31, 2022. 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 January 31, 2022 in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 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 January 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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 report, you should carefully consider the risk factors disclosed in “Item 1A. Risk Factors” of our 2021 Form 10-K. Many of the risks identified in the 2021 Form 10-K have been, and may be further, exacerbated by the impact of the COVID-19 pandemic and the actions taken by governmental entities, businesses, individuals and others in response to the pandemic.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

The following table summarizes common stock repurchased by the Company during the three months ended January 31, 2022:

(in whole shares)	Total Number<br><br>of Shares<br><br>Purchased (1)	Average<br>Price Paid<br>per Share		Total Number of<br><br>Shares Purchased<br><br>as Part of Publicly<br><br>Announced Plans<br><br>or Programs (2)	Maximum Value<br><br>of Shares that<br><br>May Yet Be Purchased<br><br>Under the Plans<br><br>or Programs (2)
November 1, 2021 to November 30, 2021	4,199	$	267.96	—	$	392,070
December 1, 2021 to December 31, 2021	15,689	$	251.29	12,665	$	388,897
January 1, 2022 to January 31, 2022	127,589	$	234.05	127,332	$	359,097
Total	147,477			139,997

(1)Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.

(2)In December 2014, the board of directors authorized a $300,000 common share repurchase program. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. In August 2018, the board of directors authorized the repurchase of an additional $500,000 of the Company’s common shares. Approximately $359,097 of the total $1,000,000 authorized remained available for share repurchases at January 31, 2022. Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock. stock. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program is being funded using cash from operations and proceeds from borrowings under our credit facilities.

| ITEM 6. | EXHIBITS | | --- | --- || 10.1 | Separation agreement between Gregory P. Merk and Nordson Corporation, effective January 31, 2022 | | --- | --- | | 31.1 | 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. | | 31.2 | 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. | | 32.1 | 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). | | 32.2 | 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 months ended January 31, 2022 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three months ended January 31, 2022 and 2021, (ii) the Condensed Consolidated Statements of Comprehensive Income for the three months ended January 31, 2022 and 2021, (iii) the Condensed Consolidated Balance Sheets at January 31, 2022 and October 31, 2021, (iv) the Condensed Consolidated Statements of Shareholders’ Equity for the three months ended January 31, 2022 and 2021, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2022 and 2021, 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 January 31, 2022, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). |

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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:  February 25, 2022	Nordson Corporation
	By: /s/ Joseph P. Kelley
	Joseph P. Kelley
	Executive Vice President, Chief Financial Officer
	(Principal Financial Officer)

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Exhibit 10.1

SEPARATION AGREEMENT

This Separation Agreement (this “Agreement”) is made and entered into as of January 27, 2022, by and between Gregory P. Merk (the “Executive”) and Nordson Corporation (the “Company”). The Company and Executive are sometimes collectively referred to herein as the Parties and individually as a Party. As used in this Agreement, the term “affiliate” shall mean any entity controlled by, controlling, or under common control with, the Company.

WHEREAS, Executive and the Company have determined to provide for the termination of Executive’s employment with the Company and its affiliates on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing recitals, the mutual promises contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereto agree as follows:

1.    Separation. Effective as of January 31, 2022 (the “Separation Date”), Executive’s employment with the Company and its affiliates shall end and Executive shall cease to be an employee and officer of any and all of the foregoing without any further action or notice. In addition, effective as of as the Separation Date, Executive hereby resigns from (a) any and all directorships Executive may hold with the Company’s affiliates and (b) all positions Executive may hold with any other entities for which the Company or its affiliates have requested Executive to perform services. Executive hereby agrees to execute any and all documentation to effectuate such resignations upon request by the Company, but he shall be treated for all purposes as having so resigned on the Separation Date, regardless of when or whether he executes any such documentation.

2.        Accrued Benefits.  The Company will pay and provide to Executive the following payments and benefits:
   

(a)    Salary and Vacation Pay. Within 30 calendar days after the Separation Date, or such earlier date as required by law, the Company will issue to Executive his final paycheck, reflecting (i) his earned but unpaid base salary through the Separation Date, and (ii) his accrued but unused vacation pay.

(b)    Expense Reimbursements. Within 30 calendar days following the Separation Date, the Company will reimburse Executive for any reasonable unreimbursed business expenses actually and properly incurred by Executive in connection with carrying out his duties with the Company through the Separation Date in accordance with the Company’s applicable business expense reimbursement policies, which expenses will be submitted by Executive to the Company with supporting receipts and/or documentation no later than 10 calendar days after the Separation Date.

(c)    Other Benefits. Except as otherwise specifically provided in this Agreement, all Company-provided benefits shall cease to accrue on the Separation Date, including but not limited to, accrual of vacation, short or long-term disability leave, pension, retirement and other benefits. To the extent not theretofore paid or provided, the Company shall pay or provide, or cause to be paid or provided, to Executive any vested amounts or benefits required to be paid or provided or which Executive is eligible to receive under the Company’s (or an affiliate’s) retirement plans or welfare benefit plans, in each case in accordance with the terms, conditions and normal procedures of each such plan and based on accrued and vested benefits through the Separation Date.

3.    Separation Benefits. In consideration of, and subject to and conditioned upon Executive’s timely execution and non-revocation of the Release of Claims attached as Exhibit A to this Agreement and incorporated herein (the “Release”) and the effectiveness of such Release as provided in Section 4 of this Agreement, and provided that Executive has fully complied with his obligations set forth in Section 6 of this Agreement, the Company will pay or provide to Executive the following payments and benefits, consistent with treatment of Executive’s separation as an involuntary termination, which payments and benefits Executive acknowledges and agrees constitute adequate and valuable consideration, in and of themselves, for the promises contained in this Agreement:

(a)    Severance. The Company shall pay to Executive an amount equal to $491,000, which is equivalent to one full year of Executive’s base salary at the rate in effect on the Separation Date, payable in a single lump sum in cash within 30 days following the date that is six months and one day after the Separation Date.

(b)    Pro-Rated Annual Incentive. Executive will be eligible to receive an annual incentive for fiscal 2022 under the Company’s annual incentive program on the same terms as other Company employees, based on actual performance of the Company in fiscal year 2022 relative to applicable performance objectives for the year, without regard to any discretionary adjustments that have the effect of reducing the amount of the annual incentive, other than discretionary adjustments applicable to all similarly-situated executives who did not terminate employment, and pro-rated for the number of days the Executive is employed during the Company’s 2022 fiscal year through and including the Separation Date. The annual incentive shall be payable in a single lump sum in cash at the same time that payments are made to other participants in the Company’s annual incentive program for the Company’s 2022 fiscal year whose employment is not terminated prior to the end of the fiscal year.

(c)    Cash Payment for COBRA. The Company shall pay to Executive an amount equal to $40,480, which is equivalent to one year of COBRA coverage based on applicable rates in effect as of the Separation Date, payable in a single lump sum in cash within 30 days following the Separation Date.

(d)    Treatment of Equity Awards. Executive’s stock options, restricted shares, restricted share units and performance share awards outstanding under the Company’s applicable equity compensation plans (the “Equity Plans”) as of the Separation Date shall be treated as follows:

(i)    Executive’s outstanding stock options that were granted at least twelve months prior to the Separation Date will continue to vest on the scheduled vesting dates and will remain exercisable thereafter until the earlier of (A) the fifth anniversary of the Separation Date or (B) the tenth anniversary of the grant date of the applicable stock option award;

(ii)    Executive’s outstanding restricted shares and restricted share units that were granted at least twelve months prior to the Separation Date, other than the special, one-time continuation award of restricted share units that was granted on November 24, 2020 (the “Continuation Award”), will vest on a pro-rated basis, determined based on the ratio of (A) the number of full months of employment in the period from the grant date of the applicable award through the Separation Date to (B) the number of full months in the applicable restriction period; and

(iii)    Executive’s outstanding performance share units (which, for purposes of clarity, shall not include the Continuation Award) will vest, to the extent (if any) earned based on actual performance results during the full performance period of the

applicable award, on a pro-rated basis, determined based on the ratio of (A) the number of days of employment in the period from the grant date of the applicable award through the Separation Date to (B) the number of days in the applicable performance period.

Except as otherwise provided above in this Section 3(d), Executive’s equity awards will be treated in accordance with the terms and conditions of the applicable Equity Plans and award agreements. Without limiting the foregoing, and for purposes of clarity, in accordance with their terms, the Continuation Award and any unvested stock options, restricted shares, and restricted share units granted to Executive less than twelve months prior to the Separation Date will be forfeited without further action or notice on the Separation Date.

(e)    Outplacement. The Company shall, at its sole expense as incurred, provide Executive with outplacement services from a recognized outplacement service provider selected by the Company for up to six months after the Separation Date, at a total cost to the Company not to exceed $5,000.

(f)    Financial Planning. The Company shall, at its sole expense as incurred, provide Executive with financial and tax planning services from a mutually agreed upon recognized financial and tax planning service provider with respect to the Company’s 2021 and 2022 fiscal years, at a cost to the Company not to exceed $5,000 for each of those two fiscal years.

(g)    Reimbursement of Certain Legal Fees. Provided that, within 90 days after the Separation Date, Executive presents the Company with an invoice showing the total amount of legal fees paid therefor, the Company shall reimburse Executive for his reasonable legal fees incurred in connection with the review of this Agreement, provided that the total amount of such reimbursement shall not exceed $5,000. Any such reimbursement shall be paid within 30 days after presentation of the invoice to the Company.

4.    Release of Claims. Executive agrees that, as a condition to Executive’s right to receive the payments and benefits set forth in Section 3 of this Agreement, within 21 calendar days following the Separation Date (the “Release Period”), and in no event earlier than the Separation Date, Executive shall execute and deliver the Release to the Company. If Executive fails to execute and deliver the Release to the Company during the Release Period, or if the Release is revoked by Executive or otherwise does not become effective and irrevocable in accordance with its terms, then Executive will not be entitled to any payments or benefits under Section 3 of this Agreement.

5.    No Other Benefits. Executive acknowledges that the payments and benefits provided pursuant to this Agreement will constitute full and complete satisfaction of any and all amounts properly due and owing to Executive as a result of his employment with the Company and its affiliates and the termination thereof.

6.    Covenants and Restrictions.

(a)    Confidential Information and Trade Secrets.

(i)    Executive agrees not to use or disclose any Confidential Information following the Separation Date. “Confidential Information” means information possessed by Company, and all of its divisions, subsidiaries, affiliates, and predecessors (collectively, (“Nordson”), owned or controlled by Nordson anywhere in the world. Executive agrees not to use or disclose any Confidential Information about Nordson and its business activities not generally known which is used or is useful in the conduct of Nordson's business, or which confers or tends to confer a competitive

advantage over one who does not possess the information. Confidential Information includes trade secrets, know-how, information about existing, new or envisioned Nordson products and processes and their development and performance, any scientific, engineering, or technical information, computer software and firmware, business and financial information, unpublished lists of names, and information relating to manufacturing, purchasing, inventories, data processing, personnel, marketing, sales, pricing, costs and quotations. Confidential Information also includes information received by Nordson from others which Nordson has an obligation to treat as confidential. Executive understands that this provision shall continue to bind Executive only so long as such information remains Confidential Information.

(ii)    Notwithstanding the above obligations, and under the U.S. Defend Trade Secrets Act of 2016 (“DTSA”), Executive understands that Executive will not be held criminally or civilly liable under any Federal or State trade secret law for the disclosure of a trade secret that: (i) is made in confidence to a Federal, State, or local government official, either directly or indirectly, or to an attorney, and solely for the purpose of reporting or investigating a suspected violation of law; or (ii) is made in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal.  In addition, under the DTSA, Executive understands that if Executive files a lawsuit for retaliation for reporting a suspected violation of law, Executive may disclose the trade secret to Executive’s attorney and use the trade secret information in the court proceeding, so long as Executive files any document containing the trade secret under seal, and does not disclose the trade secret, except pursuant to court order.

(b)    Non-Competition. Executive agrees that, for a period of one year immediately following the Separation Date, Executive will not, either as principal, agent, consultant, employee or otherwise, render services similar to those Executive rendered to the Company to or on behalf of any person, entity, business or activity that is engaged in, or has taken steps toward engaging in, the development, manufacture, marketing, sale, servicing or provision of any product, process, system or service which is the same or similar to, or otherwise competes with, a product, process, system or service developed, manufactured, marketed, sold, serviced or otherwise provided by Nordson to its customers.

(c)    Non-Solicitation. Executive agrees that, for a period of one year immediately following the Separation Date, Executive will not directly or indirectly, solicit away from Nordson, any person or entity that:

(i)    Is or was a customer of Nordson at any time during the one-year period immediately preceding the Separation Date, and with whom Executive dealt directly or indirectly, and/or about whom Executive had access to Confidential Information, during that same one-year period; and/or

(ii)    Has been actively pursued as a prospective customer of Nordson at any time during the one-year period immediately preceding the Separation Date, and with whom Executive dealt, directly or indirectly, and/or about whom Executive had access to Confidential Information, during that same one-year period, and in respect of whom Nordson has not determined to cease all such pursuit; and/or

(iii)    Is or was an officer, director, employee, independent contractor or agent of Nordson at any time during the one-year period immediately preceding the Separation Date.

(d)    Non-Disparagement. The Parties agree that they will not make or cause to be made any statements or communications that reasonably may have the effect of disparaging,

or of diminishing or damaging the goodwill and reputation, of the other or any of the releasees described in the Release.

(e)    Return of Property and Information. Executive acknowledges that confidential information is the exclusive property of the Company. On or before the Separation Date, or at the request of the Company at any time, Executive shall promptly return to the Company all property then in Executive’s possession, custody or control belonging to the Company, including all Confidential Information. Executive shall not retain any copies of correspondence, memorandum, reports, notebooks, drawings, photographs or other documents in any form whatsoever (including information contained in computer or other electronic memory or on any computer or electronic storage device) relating in any way to the affairs of the Company and which were entrusted to Executive or obtained by Executive at any time during Executive’s employment with the Company.

(f)    Cooperation. Following the Separation Date, Executive will, without any additional compensation or any additional consideration, aside from the payments and benefits provided pursuant to Section 3 of this Agreement, respond to reasonable requests for information from the Company regarding matters that may arise in the Company’s business, provided that such requests do not unreasonably interfere with any professional responsibilities that Executive may have after the Separation Date. The Parties further agree that, following the Separation Date, Executive will reasonably cooperate with the Company, its advisors and its legal counsel with respect to any litigation that is pending against the Company and its affiliates and any claim or action that may be filed against the Company and its affiliates in the future, provided that such cooperation does not unreasonably interfere with any professional responsibilities that Executive may have after the Separation Date. Such cooperation shall include making Executive available at reasonable times and places for interviews, reviewing documents, testifying in a deposition or a legal or administrative proceeding, and providing advice to the Company in preparing defenses to any pending or potential future claims against the Company and its affiliates. The Company agrees to (or to cause one of its affiliates to) pay/reimburse Executive for any approved travel expenses reasonably incurred as a result of Executive’s cooperation with the Company pursuant to this Section 6(f), with any such payments/reimbursements to be made in accordance with the Company’s expense reimbursement policy as in effect from time to time.

7.    Miscellaneous.

(a)    Section 409A. The Parties intend that any payments and benefits under this Agreement either comply with Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”) or are exempt therefrom, and this Agreement will be interpreted and administered in accordance with such intent. For purposes of Section 409A, each installment paid pursuant to Section 3 of this Agreement shall be treated as a separate payment. The Parties hereby acknowledge and agree that the payments and benefits due to Executive under Section 3 above are payable or provided on account of Executive’s “separation from service” within the meaning of Section 409A. Notwithstanding any provision of this Agreement to the contrary, to the extent required to comply with Section 409A, any payment or benefit under this Agreement that is considered nonqualified deferred compensation subject to Section 409A will be paid no earlier than (i) the date that is six months and one day after Executive’s separation from service, or (ii) the date of Executive’s death. In no event may Executive, directly or indirectly, designate the calendar year of any payment under this Agreement. Further, to the extent required to comply with Section 409A, any taxable reimbursements or in-kind benefits provided under this Agreement shall be subject to the following rules: (x) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during a calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year; (y) any reimbursement of an eligible expense shall be paid to the Participant on or before the last day of the calendar year following the calendar year in which the expense was incurred; and (z) any

right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit. While the Parties intend for payments and benefits under this Agreement to comply with or be exempt from Section 409A, the Company does not warrant or guarantee that any payments or benefits hereunder will qualify for favorable tax treatment under Section 409A or any other provision of federal, state, local, or other tax law, and the Company shall not be liable to Executive for any tax, interest, or penalties Executive may as a result of this Agreement.

(b)    Withholding. The Company or its affiliates, as applicable, may withhold from any amounts payable or benefits provided under this Agreement such federal, state, local, foreign or other taxes as will be required to be withheld pursuant to any applicable law or regulation. Notwithstanding the foregoing, Executive will be solely responsible and liable for the satisfaction of all taxes, interest and penalties that may be imposed on Executive in connection with this Agreement, and neither the Company nor its affiliates will have any obligation to indemnify or otherwise hold Executive harmless from any or all of such taxes, interest or penalties.

(c)    Severability. In construing this Agreement, if any portion of this Agreement will be found to be invalid or unenforceable, the remaining terms and provisions of this Agreement will be given effect to the maximum extent permitted without considering the void, invalid or unenforceable provision.

(d)    Successors. This Agreement is personal to Executive and without the prior written consent of the Company will not be assignable by Executive other than by will or the laws of descent and distribution. This Agreement will inure to the benefit of and be enforceable by Executive’s surviving spouse, heirs and legal representatives. This Agreement will inure to the benefit of and be binding upon the Company and its affiliates, and their respective successors and assigns.

(e)    Final and Entire Agreement; Amendment. This Agreement, together with the Release, represents the final and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and discussions between the Parties hereto and/or their respective counsel with respect to the subject matter hereof, including but not limited to any Employee Invention, Confidentiality and Non-Compete Agreement, or other similar agreement by any other name or title, previously executed by Executive. Executive has not relied upon any representations, promises or agreements of any kind except those set forth herein in signing this Agreement. Any amendment to this Agreement must be in writing, signed by duly authorized representatives of the Parties, and stating the intent of the Parties to amend this Agreement.

(f)    Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the State of Ohio, without reference to conflict of laws principles. Each Party (i) agrees that any action shall be brought only in a state or federal court located in the State of Ohio, (ii) accepts for itself and in respect of its property, generally and unconditionally, the jurisdiction of those courts, and (iii) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action in those jurisdictions.

(g)    Notices. All notices and other communications hereunder will be in writing and will be given by hand delivery or via e-mail to the other Party or by registered or certified mail, return receipt requested, postage prepaid, or by overnight courier, addressed as follows:

If to Executive: at Executive’s most recent physical and personal email address on the records of the Company;

If to the Company:

Nordson Corporation

Attn: General Counsel

28601 Clemens Road

Westlake, OH 44145

Tel: 1.440.414.5022

Mobile: 1.440.370.4991

Email: jennifer.mcdonough@nordson.com

or to such other address as either Party will have furnished to the other in writing in accordance herewith. Notice and communications will be effective on the date of delivery if delivered by hand or e-mail, on the first business day following the date of dispatch if delivered utilizing overnight courier, or three business days after having been mailed, if sent by registered or certified mail.

(h)    Counterparts. This Agreement may be executed in one or more counterparts (including by means of facsimile or other electronic transmission), each of which will be deemed an original, but all of which taken together will constitute one original instrument.

(i)    Representation by Counsel. Each of the Parties acknowledges that it or he has had the opportunity to consult with legal counsel of its or his choice prior to the execution of this Agreement. Without limiting the generality of the foregoing, Executive acknowledges that he has had the opportunity to consult with his own independent legal counsel to review this Agreement for purposes of compliance with the requirements of Section 409A or an exemption therefrom, and that he is relying solely on the advice of his independent legal counsel for such purposes. Moreover, the Parties acknowledge that they have participated jointly in the negotiation and drafting of this Agreement. If any ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the Parties hereto have each executed this Agreement as of the date first above written.

NORDSON CORPORATION

/s/ Shelly M. Peet

By:    Shelly M. Peet

Its:    Executive Vice President, Human Resources

EXECUTIVE

/s/ Gregory P. Merk             Gregory P. Merk

EXHIBIT A RELEASE OF CLAIMS

This Release of Claims (this “Release”) is made and entered into as of February __, 2022, by and between Nordson Corporation (the “Company”), on behalf of itself, its parents, subsidiaries, and other corporate affiliates, and each of their respective present and former employees, officers, directors, owners, shareholders, and agents, individually and in their official capacities (collectively referred to as the “Company Group”), and Gregory P. Merk (“Executive”).

1.Employment Status. Executive’s employment with the Company and its affiliates terminated effective as of January 31, 2022 (the “Separation Date”).

2.    Payments and Benefits. In consideration of Executive’s execution of and non-revocation of this Release, and compliance with the Separation Agreement, the Company shall pay Executive the separation benefits set forth in Section 3 of the Separation Agreement between Executive and the Company dated January __, 2022 (the “Separation Agreement”).

3.    No Liability. This Release does not constitute an admission by the Company or any of its parents, subsidiaries, affiliates, divisions, officers, directors, partners, agents, or employees, or by Executive, of any unlawful acts or of any violation of federal, state or local laws.

4.    Executive’s Release of the Company. In consideration of the payments and benefits described in Section 2 of this Release, Executive for himself, his heirs, administrators, representatives, executors, successors and assigns (collectively, “Releasors”) does hereby irrevocably and unconditionally release, acquit and forever discharge the Company and the Company Group, and each of its officers, directors, partners, agents, and former and current employees, including without limitation all persons acting by, through, under or in concert with any of them (collectively, “Releasees”), and each of them, from any and all claims, demands, actions, causes of action, costs, expenses, attorney fees, and all liability whatsoever, whether known or unknown, fixed or contingent, which Executive has, had, or may ever have against the Releasees relating to or arising out of Executive’s employment or separation from employment with the Company Group, from the beginning of time and up to and including the date Executive executes this Release. This Release includes, without limitation, (a) law or equity claims; (b) contract (express or implied) or tort claims; (c) claims for wrongful discharge, retaliatory discharge, whistle blowing, libel, slander, defamation, unpaid compensation, wage and hour violations, intentional infliction of emotional distress, fraud, public policy contract or tort, and implied covenant of good faith and fair dealing, whether based in common law or any federal, state or local statute; (d) claims under or associated with any of the Company Group’s incentive or equity compensation plans or arrangements; (e) claims arising under any federal, state, or local laws of any jurisdiction that prohibit age, sex, race, national origin, color, disability, religion, veteran, military status, sexual orientation, or any other form of discrimination, harassment, or retaliation (including without limitation under any and all claims under Title VII of the Civil Rights Act of 1964 (Title VII), the Americans with Disabilities Act (ADA), the Family and Medical Leave Act (FMLA) (regarding existing but not prospective claims), the Equal Pay Act, the Employee Retirement Income Security Act (ERISA) (regarding unvested benefits), the Civil Rights Act of 1991, Section 1981 of U.S.C. Title 42, the Fair Credit Reporting Act (FCRA), the Worker Adjustment and Retraining Notification (WARN) Act, the National Labor Relations Act (NLRA), the Age Discrimination in Employment Act, as amended by the Older Workers Benefit Protection Act (“ADEA”), the Uniform Services Employment and Reemployment Rights Act (USERRA), the Genetic Information Nondiscrimination Act (GINA), the Immigration Reform and Control Act (IRCA), all including any amendments and their respective implementing regulations, and any other federal, state, local, or foreign law (statutory,

regulatory, or otherwise) that may be legally waived and released; however, the identification of specific statutes is for purposes of example only, and the omission of any specific statute or law shall not limit the scope of this general release in any manner); and (f) any other statutory or common law claims related to Executive’s employment with the Company Group or the separation of Executive’s employment with the Company Group.

Notwithstanding the foregoing provisions of this Section 4, nothing herein will release the Company Group from (i) any obligation under the Separation Agreement; (ii) any obligation to provide all benefit entitlements under any Company benefit or welfare plan that were vested as of the Separation Date; (iii) Executive’s rights of advancement, indemnification and directors and officers liability insurance, if any, as applicable and as in effect as of the Separation Date; and (iv) any rights or claims that relate to events or circumstances that occur after the date that Executive executes this Release. In addition, nothing in this Release is intended to interfere with Executive’s right to file a charge with the Equal Employment Opportunity Commission and/or the National Labor Relations Board, or any equivalent state or local agency in connection with any claim Executive believes he or he may have against the Releasees. However, by executing this Release, Executive hereby waives the right to recover any remuneration, damages, compensation or relief of any type whatsoever from the Company, its affiliates and their respective predecessors and successors in any proceeding that Executive may bring before the Equal Employment Opportunity Commission and/or the National Labor Relations Board or any similar state or local agency or in any proceeding brought by the Equal Employment Opportunity Commission and/or the National Labor Relations Board or any similar state or local agency on Executive’s behalf.

5.    Specific Release of ADEA Claims. In further consideration of the payments and benefits provided to Executive in this Release, Executive hereby irrevocably and unconditionally fully and forever waives, releases, and discharges the Releasees from any and all claims, whether known or unknown, from the beginning of time through the date of Executive’s execution of this Release arising under the ADEA, as amended, and its implementing regulations. By signing this Release, Executive hereby acknowledges and confirms that:

(a)    Executive has read this Release in its entirety and understands all of its terms;

(b)    by this Release, Executive has been advised in writing to consult with an attorney of Executive’s choosing as Executive believed was necessary before signing this Release;

(c)    Executive knowingly, freely, and voluntarily agrees to all the terms and conditions set out in this Release including, without limitation, the waiver, release, and covenants contained in it;

(d)    Executive is signing this Release in exchange for good and valuable consideration in addition to anything of value to which Executive is otherwise entitled;

(e)    Executive was given at least twenty-one (21) calendar days to consider the terms of this Release and consult with an attorney of Executive’s choice, although Executive may sign it sooner if desired;

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(f)    Executive understands that he has seven (7) calendar days after signing this Release to revoke it by delivering notice of revocation to the Company in accordance with Section 7(g) of the Separation Agreement before the end of this seven-day period; and

(g)    Executive understands that the release contained herein does not apply to rights and claims that may arise after Executive signs this Release.

6.    Return of Property. Executive warrants and represents that Executive has surrendered to the Company all documents, materials, and other property of the Company Group and has not photocopied or reproduced such documents. Executive further warrants and represents that Executive has returned to the Company any and all Company Group computer equipment and software, and any and all other equipment of the Company Group in Executive’s possession in good working order and reasonable condition.

7.    Representation of No Pending Action and Agreement Not to Sue. Executive further agrees never to sue any Releasees or cause any Releasees to be sued regarding any matter within the scope of this Release. If Executive violates this Release by suing any Releasees or causing any Releasees to be sued, Executive shall continue to be bound by the release obligations of this Release and shall pay all costs and expenses of defending against the suit incurred by the Releasees, including reasonable attorneys’ fees, unless paying such costs and expenses is prohibited by law.

8.    Right to Engage in Protected Activity. Nothing in this Release is intended to, or shall, interfere with Executive’s rights under the National Labor Relations Act (“NLRA”) and any federal, state, or local civil rights or employment discrimination laws (including, but not limited to, Title VII, the ADA, the ADEA, USERRA, or their state or local counterparts) to file or otherwise institute a charge , to testify, assist or participate in any investigation or proceeding with any appropriate federal, state, or local government agency enforcing the NLRA and/or discrimination laws, or to cooperate with any such agency in its investigation, none of which shall constitute a breach of the non-disparagement or confidentiality clauses of the Employment Agreement. Executive acknowledges that nothing in this Release should be construed to prohibit any form of Section 7 activity under the NLRA, nor is intended to prevent, deter or interfere with employees in the exercise of any employee rights under the NLRA. Similarly, nothing in this Release prohibits the Executive from reporting possible violations of federal, state or local law or regulation to any governmental agency or entity, including but not limited to the Department of Justice, the Securities and Exchange Commission, the Congress, and any agency Inspector General, or making other disclosures that are protected under the whistleblower provisions of federal, state or local law or regulation. Executive does not need the prior authorization of the Company to make any such reports or disclosures and the Executive is not required to notify the Company that the Executive has made such reports or disclosures. Executive further acknowledges that nothing in this Release limits his ability to receive an award for information provided to any government agencies.

9.    Bar. Executive acknowledges and agrees that if he should hereafter make any claim or demand or commence or threaten to commence any action, claim or proceeding against any Releasee with respect to any cause, matter or thing which is the subject of the releases under Sections 4 and 5 of this Release, this Release may be raised as a complete bar to any such action, claim or proceeding, and the applicable Releasee may recover from Executive all costs incurred in connection with such action, claim or proceeding, including attorneys’ fees.

10.    Governing Law. This Release shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to conflicts of laws principles. Each party (a) agrees that any action shall be brought only in a state or federal court located in the State of Ohio, (b) accepts for itself and in respect of its property, generally and unconditionally, the

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jurisdiction of those courts, and (c) irrevocably waives any objection, including, without limitation, any objection to the laying of venue or based on the grounds of forum non conveniens, which it may now or hereafter have to the bringing of any action in those jurisdictions.

11.    Revocation. Executive has a period of seven (7) calendar days following the execution of this Release during which Executive may revoke this Release by delivering written notice to the Company under Section 7(g) of the Separation Agreement, and this Release shall not become effective or enforceable until such revocation period has expired. Executive understands that if he revokes this Release, it will be null and void in its entirety, and he will not be entitled to any payments or benefits provided in this Release, including without limitation those under Section 2 above.

12.    Miscellaneous. This Release is the complete understanding between Executive and the Company in respect of the subject matter of this Release and supersedes all prior agreements relating to the same subject matter. Executive has not relied upon any representations, promises or agreements of any kind except those set forth herein in signing this Release. In the event that any provision of this Release should be held to be invalid or unenforceable, each and all of the other provisions of this Release shall remain in full force and effect. If any provision of this Release is found to be invalid or unenforceable, such provision shall be modified as necessary to permit this Release to be upheld and enforced to the maximum extent permitted by law.

13.    Counterparts. This Release may be executed by the parties hereto in counterparts, which taken together shall be deemed one original.

[SIGNATURE PAGE FOLLOWS]

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EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS FULLY READ, UNDERSTANDS, AND VOLUNTARILY ENTERS INTO THIS RELEASE. EXECUTIVE ACKNOWLEDGES AND AGREES THAT HE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS RELEASE. EXECUTIVE FURTHER ACKNOWLEDGES THAT HIS SIGNATURE BELOW IS AN AGREEMENT TO RELEASE THE COMPANY AND RELEASEES FROM ANY AND ALL CLAIMS THAT CAN BE RELEASED AS A MATTER OF LAW.

IN WITNESS WHEREOF, the parties hereto have each executed this Release as of the date first above written.

NORDSON CORPORATION<br><br>By: _________________________________<br>Name: Shelly M. Peet<br>Title: Executive Vice President, Human Resources
EXECUTIVE<br><br>______________________________<br>Gregory P. Merk

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Document

Exhibit 31.1

CERTIFICATIONS

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Sundaram Nagarajan, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Nordson Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2022

/s/ Sundaram Nagarajan
Sundaram Nagarajan
President and Chief Executive Officer

Document

Exhibit 31.2

CERTIFICATION PURSUANT TO RULE 13a-14(a)/15d-14(a) OF THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph P. Kelley, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Nordson Corporation;

2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: February 25, 2022

/s/ Joseph P. Kelley
Joseph P. Kelley
Executive Vice President, Chief Financial Officer

Document

Exhibit 32.1

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350, Chapter 63 of Title 18, United States Code), I, Sundaram Nagarajan, President and Chief Executive Officer of Nordson Corporation, an Ohio corporation (the “Company”), do hereby certify that:

1.The Quarterly Report on Form 10-Q for the quarter ended January 31, 2022 of the Company (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 25, 2022	/s/ Sundaram Nagarajan
	Sundaram Nagarajan
	President and Chief Executive Officer

Document

Exhibit 32.2

Certification

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(Section 1350, Chapter 63 of Title 18, United States Code)

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Section 1350, Chapter 63 of Title 18, United States Code), I, Joseph P. Kelley, Executive Vice President, Chief Financial Officer of Nordson Corporation, an Ohio corporation (the “Company”), do hereby certify that, to the best of my knowledge:

1.The Quarterly Report on Form 10-Q for the quarter ended January 31, 2022 of the Company (the “Form 10-Q”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2.Information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated: February 25, 2022	/s/ Joseph P. Kelley
	Joseph P. Kelley
	Executive Vice President, Chief Financial Officer