UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
−Removed: The following table summarizes common stock repurchased by the Company during the three months ended July 31, 2022:
+Added: The following table summarizes common shares repurchased by the Company during the three months ended January 31, 2023:
(In whole shares) Total Number
10 unchanged sentences
or Programs (2)
−Removed: May 1, 2022 to May 31, 2022 136,702 $ 211.07 136,378 $ 224,997
−Removed: June 1, 2022 to June 30, 2022 160,867 $ 205.92 160,867 $ 191,871
−Removed: July 1, 2022 to July 31, 2022 151,320 $ 206.99 150,586 $ 160,700
+Added: November 1, 2022 to November 30, 2022 14,351 $ 234.07 — $ 631,782
+Added: December 1, 2022 to December 31, 2022 1,180 $ 236.43 — $ 631,782
+Added: January 1, 2023 to January 31, 2023 331 $ 237.94 — $ 631,782
Total 15,862 —
3 unchanged sentences
In August 2018, the board of directors authorized the repurchase of an additional $500,000 of the Company’s common shares.
−Removed: Approximately $160,700 of the total $1,000,000 authorized remained available for share repurchases on July 31, 2022.
+Added: In September 2022, the board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares.
+Added: Approximately $631,782 of the total $1,500,000 authorized remained available for share repurchases at January 31, 2023.
Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock.
Shares purchased are treated as treasury shares until used for such purposes.
−Removed: The repurchase program is being funded using cash from operations and proceeds from borrowings under our credit facilities.
−Removed: Ernst & Young LLP LIFO Preferability Letter
+Added: The repurchase program will be funded using cash from operations and proceeds from borrowings under our credit facilities.
+Added: The repurchase program does not have an expiration date.
+Added: Nordson Corporation
+Added: Term Loan Agreement, dated as of January 18, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, and the Lenders party thereto and PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated January 23, 2023)
+Added: Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Options Award
+Added: Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Units Award
+Added: Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Units Award
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.
4 unchanged sentences
Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
−Removed: 101 The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three and nine months ended July 31, 2022 formatted in inline Extensible Business Reporting Language (iXBRL):
−Removed: (i) the Condensed Consolidated Statements of Income for the three and nine months ended July 31, 2022 and 2021, (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended July 31, 2022 and 2021, (iii) the Consolidated Balance Sheets at July 31, 2022 and October 31, 2021, (iv) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended July 31, 2022 and 2021, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2022 and 2021, and (vi) the Notes to Condensed Consolidated Financial Statements.
−Removed: 104 The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2022, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101).
+Added: 101 The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three months ended January 31, 2023 formatted in inline Extensible Business Reporting Language (iXBRL):
+Added: (i) the Condensed Consolidated Statements of Income for the three months ended January 31, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the three months ended January 31, 2023 and 2022, (iii) the Consolidated Balance Sheets at January 31, 2023 and October 31, 2022, (iv) the Consolidated Statements of Shareholders’ Equity for the three months ended January 31, 2023 and 2022, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2023 and 2022, and (vi) the Notes to Condensed Consolidated Financial Statements.
+Added: 104 The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2023, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101).
Nordson Corporation
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.
−Removed: August 26, 2022
+Added: February 23, 2023
Nordson Corporation
3 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.