What changed in this filing

/stocks — the workspaceLOADING

Item 1. Financial Statements

2025-02-20 compared with 2024-08-22 · 174 added, 248 removed, 510 unchanged (45% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

Three Months Ended Nine Months Ended

(In thousands, except for per share data) July 31, 2024 July 31, 2023 July 31, 2024 July 31, 2023

Three Months Ended

(In thousands, except for per share data) January 31, 2025 January 31, 2024

Sales $ 615,420 $ 633,193

20 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended Nine Months Ended

(In thousands) July 31, 2024 July 31, 2023 July 31, 2024 July 31, 2023

Three Months Ended

(In thousands) January 31, 2025 January 31, 2024

Net income $ 94,652 $ 109,572

9 unchanged sentences

Current assets:

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Cash and cash equivalents $ 130,424 $ 115,952

38 unchanged sentences

Consolidated Statements of Shareholders’ Equity

Nine Months Ended July 31, 2024

Three Months Ended January 31, 2025

(In thousands, except for share and per share data) Common

17 unchanged sentences

January 31, 2025 $ 12,253 $ 719,073 $ 4,345,249 $ ( 236,007 ) $ ( 1,963,957 ) $ 2,876,611

Shares issued under company stock and employee benefit plans — 11,412 — — 1,389 12,801

Stock-based compensation — 5,384 — — — 5,384

Purchase of treasury shares — — — — ( 556 ) ( 556 )

Dividends declared ($ 0.68 per share)

— — ( 38,941 ) — — ( 38,941 )

Net income — — 118,217 — — 118,217

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 32,620 ) — ( 32,620 )

Defined benefit pension and post-retirement

plan adjustments — — — 19 — 19

April 30, 2024 $ 12,253 $ 702,071 $ 4,139,346 $ ( 185,558 ) $ ( 1,879,841 ) $ 2,788,271

Shares issued under company stock and employee benefit plans — 1,490 — — 433 1,923

Stock-based compensation — 4,509 — — — 4,509

Purchase of treasury shares — — — — ( 26,178 ) ( 26,178 )

Dividends declared ($ 0.68 per share)

— — ( 38,993 ) — — ( 38,993 )

Net income — — 117,327 — — 117,327

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — 8,096 — 8,096

Defined benefit pension and post-retirement

plan adjustments — — — ( 1,198 ) — ( 1,198 )

July 31, 2024 $ 12,253 $ 708,070 $ 4,217,680 $ ( 178,660 ) $ ( 1,905,586 ) $ 2,853,757

Nordson Corporation

Nine Months Ended July 31, 2023

Three Months Ended January 31, 2024

(In thousands, except for share and per share data) Common

17 unchanged sentences

January 31, 2024 $ 12,253 $ 685,275 $ 4,060,070 $ ( 152,957 ) $ ( 1,880,674 ) $ 2,723,967

Shares issued under company stock and employee benefit plans — 2,632 — — 369 3,001

Stock-based compensation — 4,970 — — — 4,970

Purchase of treasury shares — — — — ( 47,490 ) ( 47,490 )

Dividends declared ($ 0.65 per share)

— — ( 37,264 ) — — ( 37,264 )

Net income — — 127,563 — — 127,563

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 290 ) — ( 290 )

Defined benefit pension and post-retirement

plan adjustments — — — ( 173 ) — ( 173 )

April 30, 2023 $ 12,253 $ 648,402 $ 3,809,577 $ ( 132,000 ) $ ( 1,841,230 ) $ 2,497,002

Shares issued under company stock and employee benefit plans — 5,958 — — 683 6,641

Stock-based compensation — 5,858 — — — 5,858

Purchase of treasury shares — — — — ( 23,798 ) ( 23,798 )

Dividends declared ($ 0.65 per share)

— — ( 37,084 ) — — ( 37,084 )

Net income — — 127,891 — — 127,891

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — 3,455 — 3,455

Defined benefit pension and post-retirement

plan adjustments — — — ( 159 ) — ( 159 )

July 31, 2023 $ 12,253 $ 660,218 $ 3,900,384 $ ( 128,704 ) $ ( 1,864,345 ) $ 2,579,806

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Nine Months Ended

(In thousands) Three Months Ended

Cash flows from operating activities:

July 31, 2024 July 31, 2023

January 31, 2025 January 31, 2024

Net income $ 94,652 $ 109,572

11 unchanged sentences

Other 6,825 1,783

Acquisition of business, net of cash acquired — ( 377,843 )

Net cash used in investing activities ( 14,276 ) ( 5,725 )

8 unchanged sentences

Effect of exchange rate changes on cash ( 2,792 ) ( 5,618 )

Increase (decrease) in cash and cash equivalents 49,645 ( 20,319 )

Increase in cash and cash equivalents 14,472 20,522

Cash and cash equivalents at beginning of period 115,952 115,679

3 unchanged sentences

Notes to Condensed Consolidated Financial Statements

July 31, 2024

January 31, 2025

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

8 unchanged sentences

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 nine months ended July 31, 2024 are not necessarily indicative of the results that may be expected for the full year.

Operating results for the three months ended January 31, 2025 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, 2024.

10 unchanged sentences

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 Consolidated Balance Sheets.

Revenues deferred as of July 31, 2024 and 2023 were not material.

However, for certain contracts related to the sale of customer-specific products within our Medical and Fluid Solutions segment, revenue is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer.

For products in which control transfers upon delivery, revenue is deferred for undelivered items and included within Accrued liabilities in our Consolidated Balance Sheets.

Revenues deferred as of January 31, 2025 and October 31, 2024 were not material.

However, for certain contracts related to the sale of customer-specific products within our Medical and Fluid Solutions ("MFS") segment, revenue is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer.

The continuous transfer of control to the customer occurs as we enhance assets that are customer controlled, and we are contractually entitled to payment for work performed to date plus a reasonable margin.

3 unchanged sentences

Under this method, revenues are recorded proportionally as costs are incurred.

Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material on July 31, 2024 and October 31, 2023.

Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues at July 31, 2024 and October 31, 2023.

Revenue is measured as the amount of consideration we expect to receive in exchange for transferring products or services.

Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues for the year-to-date periods ended January 31, 2025 and October 31, 2024.

Revenue is measured as the amount of consideration we expect to be entitled to in exchange for transferring products or services.

Taxes, including sales and value add, that we collect concurrently with revenue-producing activities are excluded from revenue.

7 unchanged sentences

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.

Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term and is not material.

Certain arrangements may include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and therefore, these items are typically regarded as inconsequential or not material.

5 unchanged sentences

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 July 31, 2024 and 2023 were 74 and 138 , respectively.

Options excluded from the calculation of diluted earnings per share for the nine months ended July 31, 2024 and 2023 were 74 and 141 , re spectively.

Options excluded from the calculation of diluted earnings per share for the three months ended January 31, 2025 and 2024 were 193 and 74 , respectively.

Recently issued accounting standards

3 unchanged sentences

The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of ASU 2023-07 will have on its consolidated financial statements and disclosures and anticipates adoption in 2025.

The Company plans to adopt this standard beginning with our Annual Report on Form 10-K for the fiscal year ending October 31, 2025.

While we expect the adoption of this standard will expand our disclosures related to our operating segments, we do not expect it to have any impact on our consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740):

3 unchanged sentences

The Company is currently evaluating the impact that the adoption of ASU 2023-09 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2026.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220):

Reporting Comprehensive Income.

ASU 2024-03 does not change or remove current expense presentation requirements within the Condensed Consolidated Statements of Income.

However, the amendments require disclosure, on an annual and interim basis, disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements.

The ASU requires entities to disaggregate any relevant expense caption presented on the face of the income statement within continuing operations into expense categories such as:

purchases of inventory, employee compensation, depreciation and intangible asset amortization.

The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods within annual reporting periods beginning after December 15, 2027.

The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2028.

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.

4 unchanged sentences

Pursuant to the Merger Agreement, Merger Sub merged with and into Atrion (the “Merger”), with Atrion surviving the Merger as a wholly owned subsidiary of Nordson.

Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will operate within our Medical and Fluid Solutions segment.

The all-cash acquisition of Atrion of approximately $ 800,000 , net of cash acquired, was funded using borrowings under our revolving credit facility and Term Loan Agreement (refer to Long-term debt Note) and cash on hand.

Atrion sales for the year ended December 31, 2023 were approximately $ 169,000 .

2023 Acquisitions

On August 24, 2023, the Company completed the acquisition of the ARAG Group and its subsidiaries ("ARAG Group" or "ARAG") pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company, its Italian subsidiary, Capvis Equity V LP, DRIP Co-Investment, and certain individuals.

ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying.

ARAG operates as a division of our Industrial Precision Solutions segment.

In anticipation of the acquisition, the

Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will

Nordson Corporation

Company entered into a € 760,000 senior unsecured term loan facility with a group of banks in August 2023 (the "364-Day Term Loan F acility" ).

The all-cash ARAG acquisition of approximately € 957,000 , net of the repayment of approximately € 30,300 of debt of the acquired companies, was funded using borrowings under the 364-Day Term Loan Facility and the Company's revolving credit facility.

The 364-Day Term Loan Facility was subsequently paid off in September 2023 with the net proceeds of a senior notes offering.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 687,357 and identifiable intangible assets of $ 353,500 were recorded.

The identifiable intangible assets consist primarily of $ 27,500 of tradenames (amortized over nine years ), $ 31,000 of technology (amortized over five years ), and $ 295,000 of customer relationships (amortized over twenty-two years ).

operate within our MFS segment.

The all-cash acquisition of Atrion of $ 789,996 , net of cash acquired, was funded using borrowings under our revolving credit facility and the 364-day term loan agreement with a group of banks for a delayed draw term loan facility in the aggregate principal amount of $ 500,000 (the “364-Day Term Loan Agreement”) and cash on hand.

Based on the fair value of the assets acquired and the liabilities assumed, a preliminary purchase price allocation resulted in the recognition of $ 494,409 of goodwill and $ 129,600 of identifiable intangible assets.

The identifiable intangible assets consist primarily of $ 40,100 of tradenames (amortized over 15 years), $ 24,900 of technology (amortized over 15 years), and $ 64,600 of customer relationships (amortized over 19 years).

Goodwill associated with the acquisition was not tax deductible.

As of July 31, 2024, the purchase price allocation remains preliminary as we complete our assessment principally of income taxes.

The financial results of the ARAG Group acquisition are not expected to have a material impact on our Consolidated Financial Statements.

As of January 31, 2025, the purchase price allocation remains preliminary as we complete our assessment, principally related to income taxes.

The financial results of the Atrion acquisition are not expected to have a material impact on our Consolidated Financial Statements.

The assets and liabilities acquired were as follows:

11 unchanged sentences

Total Liabilities $ 77,756

On November 3, 2022, we acquired 100 % of CyberOptics Corporation ("CyberOptics").

CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology solutions.

The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that expands our product offering in the semiconductor and electronics industries and is reported in our Advanced Technology Solutions segment.

We acquired CyberOptics for an aggregate purchase price of $ 377,843 , net of cash of approximately $ 40,890 , funded using borrowings under our revolving credit facility and cash on hand.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 285,330 and identifiable intangible assets of $ 58,600 were recorded.

The identifiable intangible assets consist primarily of $ 15,200 of tradenames (amortized over fifteen years ), $ 14,600 of technology (amortized over seven years ), and $ 28,800 of customer contracts (amortized over twelve years ).

Goodwill associated with the acquisition was not tax deductible .

As of July 31, 2024, the purchase price allocation was final.

The results of CyberOptics are not material to our Consolidated Financial Statements.

The assets and liabilities acquired were as follows:

November 3, 2022

Cash $ 40,890

Receivables - net 21,364

Inventories - net 33,639

Goodwill 285,330

Intangibles 58,600

Other assets 13,768

Total Assets $ 453,591

Accounts payable $ 8,109

Deferred income taxes 14,826

Other liabilities 11,923

Total Liabilities $ 34,858

Nordson Corporation

Our allowance for credit losses is principally determined based on aging of receivables.

5 unchanged sentences

Accounts receivable balances are written-off against the allowance if deemed uncollectible.

Accounts receivable are net of an allowance for credit losses of $ 11,839 a nd $ 10,015 o n July 31, 2024 and October 31, 2023, respectively.

The provision for losses on receivables was $ 1,678 and $ 2,156 for the three and nine months ended July 31, 2024, respectively , co mpared to provision for losses of $ 410 and provision income of $ 239 for the same periods a year ago, respectively.

Accounts receivable are net of an allowance for credit losses of $ 8,655 a nd $ 9,769 o n January 31, 2025 and October 31, 2024, respectively.

The provision income on receivables was $ 382 for the three months ended January 31, 2025, compared to the provision expense of $ 80 for the three months ended January 31, 2024.

The remaining change in the allowance for credit losses is principally related to net write-off/recoveries of uncollectible accounts as well as currency translation.

Components of inventories were as follows:

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Finished goods $ 261,189 $ 256,465

4 unchanged sentences

$ 472,234 $ 476,935

Nordson Corporation

Property, Plant and Equipment

Components of property, plant and equipment were as follows:

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Land $ 31,779 $ 32,018

8 unchanged sentences

$ 538,448 $ 544,607

Depreciation expense was $ 14,180 and $ 13,180 for the three months ended July 31, 2024 and 2023, respectively.

Depreciation expense was $ 42,234 and $ 38,798 for the nine months ended July 31, 2024 and 2023, respectively.

Nordson Corporation

Depreciation expense was $ 17,720 and $ 14,157 for the three months ended January 31, 2025 and 2024, respectively.

Goodwill and other intangible assets

Changes in the carrying amount of goodwill for th e nine months ended July 31, 2024 by operating segment were as follows:

Solutions Medical Fluid Systems Advanced

Changes in the carrying amount of goodwill for th e three months ended January 31, 2025 by operating segment were as follows:

Solutions Medical and Fluid Solutions Advanced

Solutions Total

1 unchanged sentence

Acquisitions — 130 — 130

Division transfer (29,010) 29,010 —

Currency effect ( 43,224 ) ( 1,930 ) 6,549 ( 38,605 )

Balance at July 31, 2024 $ 1,207,425 $ 1,175,199 $ 403,149 $ 2,785,773

See Acquisitions Note for additional details.

Balance at January 31, 2025 $ 1,135,397 $ 1,667,948 $ 438,999 $ 3,242,344

Effective November 1, 2024, the Measurement and Control Solutions ("MCS") division was transferred from the Industrial Precision Solutions ("IPS") segment to the Advanced Technology Solutions ("ATS") segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment.

The division transfer above reflects the transfer of goodwill from IPS to ATS as a result of this change.

In the first quarter of 2025, the Company also reassessed its reporting units for purposes of annual goodwill impairment testing due to a number of recent developments, including the status of integration activities associated with several significant acquisitions over the last few years and changes in the management of divisions, such as the transfer of MCS to the ATS segment.

As a result of this reassessment and in consideration of the Company's management reporting structure, economic characteristics of the divisions and nature of the products and services of those divisions, the Company determined its reporting units should be the same as its operating segments:

ATS, IPS and MFS.

In accordance with ASC 350, Intangibles - Goodwill and Other , the Company properly assessed for indicators of impairment of goodwill at the time of the reporting unit change, concluding that no impairment existed.

Nordson Corporation

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

July 31, 2024

January 31, 2025

Amount Accumulated

15 unchanged sentences

Total $ 1,286,588 $ 545,742 $ 740,846

Amortization expense for the three months ended July 31, 2024 and 2023 was $ 19,202 and $ 13,922 , respectively.

Amortization expense for the nine months ended July 31, 2024 and 2023 was $ 57,412 and $ 41,839 , respectively.

See Acquisitions Note for details regarding intangibles recorded due to the acquisition of ARAG and CyberOptics.

Nordson Corporation

Amortization expense for the three months ended January 31, 2025 and 2024 was $ 19,311 and $ 19,387 , respectively.

Pension and other postretirement plans

The components of net periodic pension and other postretirement cost for the three and nine months ended July 31, 2024 and 2023 were:

The components of net periodic pension and other postretirement cost for the three months ended January 31, 2025 and 2024 were:

International

4 unchanged sentences

Amortization of prior service credit — — ( 2 ) ( 2 )

Amortization of net actuarial loss — — 7 20

Settlement loss 56 — — —

Total benefit cost $ 663 $ 391 $ 507 $ 538

International

Nine Months Ended 2024 2023 2024 2023

Service cost $ 7,522 $ 8,233 $ 702 $ 838

Interest cost 14,257 12,526 2,062 1,887

Expected return on plan assets ( 19,958 ) ( 19,587 ) ( 1,250 ) ( 1,151 )

Amortization of prior service credit — — ( 6 ) ( 38 )

Amortization of net actuarial loss — — 24 61

Settlement loss 56 — — —

Amortization of net actuarial (gain) loss 474 — ( 67 ) 9

Total benefit cost $ 1,087 $ 607 $ 148 $ 516

The components of other postretirement benefit costs for the three and nine months ended July 31, 2024 and 2023 were:

International

The components of other postretirement benefit costs for the three months ended January 31, 2025 and 2024 were:

Three Months Ended 2025 2024

3 unchanged sentences

Total benefit cost (income) $ 583 $ 677

International

Nine Months Ended 2024 2023 2024 2023

Service cost $ 211 $ 299 $ 4 $ 4

Interest cost 2,262 2,297 10 8

Amortization of net actuarial gain ( 443 ) — (43) ( 47 )

Total benefit cost (income) $ 2,030 $ 2,596 $ (29) $ ( 35 )

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

We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period.

The effective tax rate for the three months ended July 31, 2024 and 2023 was 21.5 % and 21.1 %, respectively.

The effective tax rate for the nine months ended July 31, 2024 and 2023 was 21.1 % and 20.9 %, respectively.

Due to our share-based payment transactions, our income tax provision included a discrete tax benefit of $ 537 and $ 2,846 for the three and nine months ended July 31, 2024, respectively.

Our income tax provision included a similar discrete tax benefit of $ 996 and $ 2,745 for the three and nine months ended July 31, 2023, respectively.

Nordson Corporation

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, 2025 and 2024 was 19.0 % and 21.0 %, respectively.

The effective tax rate for the three months ended January 31, 2025 is lower than the U.S.

tax rate of 21 % primarily due to the foreign-derived intangible income deduction.

Accumulated other comprehensive income (loss)

7 unchanged sentences

Pension and other postretirement plan adjustments, net of tax of $ 163

— ( 1,638 ) ( 1,638 )

Foreign currency translation adjustments (a)

( 51,679 ) — ( 51,679 )

Balance at July 31, 2024 $ ( 113,861 ) $ ( 64,799 ) $ ( 178,660 )

(a) Includes a net loss of $ 11,475 , net of tax of $ 3,427 , on net investment hedges.

Balance at January 31, 2025 $ ( 168,569 ) $ ( 67,438 ) $ ( 236,007 )

(a) Includes a net gain of $ 28,520 , net of tax of $ 8,518 , on net investment hedges.

Stock-based compensation

2 unchanged sentences

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 well as issuable under the CyberOptics equity plan.

As of July 31, 2024, a total of 1,875 common shares were available to be granted under the 2021 Plan.

As of January 31, 2025, a total of 1,718 common shares were available to be granted under the 2021 Plan.

Stock Options

7 unchanged sentences

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 $ 1,426 and $ 3,960 for the three and nine months ended July 31, 2024, respectively, compared to $ 1,697 and $ 4,982 for the three and nine months ended July 31, 2023, respectively.

The following table summarizes activity related to stock options for the nine months ended July 31, 2024:

We recognized compensation expense related to stock options of $ 748 and $ 1,088 for the three months ended January 31, 2025 and 2024 , respectively.

The following table summarizes activity related to stock options for the three months ended January 31, 2025:

Options Weighted-

6 unchanged sentences

Forfeited or expired ( 1 ) 238.80

Outstanding at July 31, 2024 873 $ 166.21 $ 74,716 4.9 years

Outstanding at January 31, 2025 904 $ 170.65 $ 50,540 4.9 years

Expected to vest 153 $ 230.88 $ 631 8.8 years

Exercisable at July 31, 2024 707 $ 149.00 $ 72,263 4.2 years

As of July 31, 2024, there was $ 5,668 of total unrecognized compensation cost related to unvested stock options.

Exercisable at January 31, 2025 748 $ 158.11 $ 49,889 4.0 years

As of January 31, 2025, there was $ 8,264 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 2.9 years.

1 unchanged sentence

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:

Nine Months Ended July 31, 2024 July 31, 2023

Three Months Ended January 31, 2025 January 31, 2024

Expected volatility 30.3 % - 31.2 % 30.5 % - 31.7 %

6 unchanged sentences

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 nine months ended July 31, 2024 and 2023 was $ 79.84 and $ 77.99 , respectively.

The total intrinsic value of options exercised during the three months ended July 31, 2024 and 2023 was $ 3,115 and $ 7,741 , respectively.

The total intrinsic value of options exercised during the nine months ended July 31, 2024 and 2023 was $ 33,286 and $ 19,873 , respectively.

Cash received from the exercise of stock options for the nine months ended July 31, 2024 and 2023 was $ 29,142 and $ 18,449 , respectively.

The weighted average grant date fair value of stock options granted during the three months ended January 31, 2025 and 2024 was $ 68.11 and $ 79.81 , respectively.

The total intrinsic value of options exercised during the three months ended January 31, 2025 and 2024 was $ 1,351 and $ 14,127 , respectively.

Cash received from the exercise of stock options for the three months ended January 31, 2025 and 2024 was $ 1,001 and $ 14,418 , respectively.

Restricted Shares and Restricted Share Units

9 unchanged sentences

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

As of July 31, 2024, there was no unrecogniz ed compensation cost related to restricted shares.

The amount charged to expense related to restricted shares during the three months ended July 31, 2024 and 2023 was $ 0 and $ 73 , respectively, which included common share dividends of $ 0 and $ 2 , respectively.

For the nine months ended July 31, 2024 and 2023, the amounts charged to expense related to restricted shares were $ 0 and $ 336 , respectively, which included common share dividends of $ 0 and $ 5 , respectively.

Nordson Corporation

The following table summarizes activity related to restricted share units during the nine months ended July 31, 2024:

The following table summarizes activity related to restricted share units during the three months ended January 31, 2025:

Number of Units Weighted-Average

3 unchanged sentences

Vested ( 26 ) 248.00

Restricted share units at July 31, 2024 72 $ 236.37

As of July 31, 2024, there was $ 10,876 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.9 years.

The amount charged to expense related to restricted share units during each of the three months ended July 31, 2024 and 2023 was $ 2,198 and $ 2,152 , respectively, compared to charges of $ 6,658 and $ 6,658 , respectively, for the nine months ended July 31, 2024 and 2023, respectively.

Restricted share units at January 31, 2025 87 $ 236.32

As of January 31, 2025, there was $ 17,268 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 2.1 years.

The amount charged to expense related to restricted share units during each of the three months ended January 31, 2025 and 2024 was $ 2,510 and $ 2,226 , respectively.

Nordson Corporation

Performance Share Incentive Awards

4 unchanged sentences

The calculations are based upon the grant date fair value, which is principally driven by the stock price on the date of grant.

The per share values were $ 229.58 a nd $ 225.14 in 2024, and $ 231.34 , $ 211.25 and $ 214.51 for 2023.

The amount charged to expense related to performance awards for the three months ended July 31, 2024 and 2023 was $ 771 and $ 1,831 , respectively.

For the nine months ended July 31, 2024 and July 31, 2023, $ 3,637 and $ 4,785 were charged to expense, respectively.

As of July 31, 2024, there was $ 8,224 of unrecognized compensation cost related to performance share incentive awards.

The per share values were $ 199.30 in 2025 and $ 229.58 for 2024.

The amount charged to expense related to performance awards for the three months ended January 31, 2025 and 2024 was $ 1,249 and $ 1,268 , respectively.

As of January 31, 2025, there was $ 11,984 of unrecognized compensation cost related to performance share incentive awards.

Deferred Compensation

1 unchanged sentence

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 July 31, 2024 and 2023 was $ 23 and $ 30 , respectively, compared to $ 71 and $ 77 for the nine months ended July 31, 2024 and 2023, respectively.

Expense related to dividends paid under this plan for the three months ended January 31, 2025 and 2024 was $ 26 and $ 21 , respectively.

Deferred Directors' Compensation

3 unchanged sentences

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 nine months ended July 31, 2024:

The following table summarizes activity related to director deferred compensation share equivalent units during the three months ended January 31, 2025:

Number of Shares Weighted-Average

Outstanding at October 31, 2024 65 $ 115.66

Dividend equivalents 1 249.14

Restricted stock units vested 1 241.19

Distributions ( 1 ) 77.16

Outstanding at July 31, 2024 65 $ 103.73

T he amount charged to expense related to director deferred compensation for the three months ended July 31, 2024 and 2023 was $ 91 and $ 76 , respectively, compared to $ 226 and $ 234 for the nine months ended July 31, 2024 and 2023, respectively.

Nordson Corporation

Outstanding at January 31, 2025 65 $ 117.80

T he amount charged to expense related to director deferred compensation for the three months ended January 31, 2025 and 2024 was $ 100 and $ 56 , respectively .

We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement.

3 unchanged sentences

The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheets.

Following is a reconciliation of the product warranty liability for the nine months ended July 31, 2024 and 2023:

July 31, 2024 July 31, 2023

Following is a reconciliation of the product warranty liability for the three months ended January 31, 2025 and 2024:

January 31, 2025 January 31, 2024

Beginning balance at October 31 $ 13,538 $ 14,401

5 unchanged sentences

We conduct business in three p rimary operating segments:

Industrial Precision Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions.

IPS, MFS and ATS.

The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker.

The primary measure us ed 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.

Items below the operating profit line of the

Nordson Corporation

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 the same as those described in the Significant accounting policies Note.

Effective November 1, 2024, the MCS division was transferred from the IPS segment to the ATS segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment.

Our segment reporting reflects this change and prior year financial information was revised to be comparable.

Industrial Precision Solutions:

This segment focuses on delivering proprietary dispensing and processing technology, both standard and highly customized equipment, to diverse end markets.

Product lines commonly reduce material consumption, increase line efficiency through precision dispense and measurement and control, and enhance product brand and appearance.

Product lines commonly reduce material consumption, increase line efficiency through precision dispensing, and enhance product brand and appearance.

Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials.

4 unchanged sentences

Advanced Technology Solutions:

This segment focuses on products serving electronics end markets.

Advanced Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics customer’s production processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability.

Applications include, but are not limited to, semiconductors, printed circuit boards, electronic components and automotive electronics.

Nordson Corporation

This segment focuses on products serving electronics and consumer non-durable end markets.

Advanced Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics customer’s production and measurement and control processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability.

Applications include, but are not limited to, semiconductors, printed circuit boards, electronic components, automotive electronics, in-line measurement sensors, gauges and analyzers.

The following table presents information about our segments:

2 unchanged sentences

Solutions Corporate Total

July 31, 2024

Net external sales $ 370,561 $ 166,737 $ 124,306 $ — $ 661,604

Operating profit (loss) 118,110 48,374 22,945 ( 22,371 ) 167,058

July 31, 2023

Net external sales $ 338,257 $ 170,871 $ 139,549 $ — $ 648,677

Operating profit (loss) 115,346 54,019 27,083 ( 25,452 ) 170,996

Nine Months Ended

July 31, 2024

January 31, 2025

Net external sales $ 300,448 $ 193,609 $ 121,363 $ — $ 615,420

Operating profit (loss) 95,712 40,936 18,123 ( 13,824 ) 140,947

July 31, 2023

January 31, 2024

Net external sales $ 337,742 $ 159,526 $ 135,925 $ — $ 633,193

1 unchanged sentence

We had significant sales in the following geographic regions:

Three Months Ended Nine Months Ended

July 31, 2024 July 31, 2023 July 31, 2024 July 31, 2023

Three Months Ended

January 31, 2025 January 31, 2024

Americas $ 267,836 $ 274,012

7 unchanged sentences

Unobservable inputs that are not corroborated by market data.

Nordson Corporation

The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:

July 31, 2024 Total Level 1 Level 2 Level 3

January 31, 2025 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

$ 2,806 $ — $ 2,806 $ —

Net investment contracts (b)

Interest rate swaps (b)

2,985 — 2,985 —

Net investment contracts (c)

18,796 — 18,796 —

Total assets at fair value $ 24,587 $ — $ 24,587 $ —

Deferred compensation plans (c)

Deferred compensation plans (d)

$ 10,791 $ — $ 10,791 $ —

1 unchanged sentence

9,345 — 9,345 —

Net investment contracts (b)

17,100 — 17,100 —

Net investment contracts (c)

Total liabilities at fair value $ 20,232 $ — $ 20,232 $ —

Nordson Corporation

October 31, 2024 Total Level 1 Level 2 Level 3

1 unchanged sentence

$ 3,332 $ — $ 3,332 $ —

Net investment contracts (b)

Net investment contracts (c)

6,049 — 6,049 —

Total assets at fair value $ 9,381 $ — $ 9,381 $ —

Deferred compensation plans (c)

Deferred compensation plans (d)

$ 9,615 $ — $ 9,615 $ —

Net investment contracts (b)

Net investment contracts (c)

20,261 — 20,261 —

5 unchanged sentences

These foreign exchange contracts are not designated as hedges.

(b) Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates.

(b) The Company is exposed to changes in the fair value of certain of its fixed-rate liabilities due to changes in benchmark interest rates.

The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, SOFR, with the objective of minimizing the cost of borrowed funds.

The Company's interest rate swaps involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments without the exchange of the underlying notional amount.

We utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.

The fair value of these hedges is primarily based on the exchange rate between the currency pair of the hedge upon which settlement is based and includes an adjustment for the counterparty’s or Company’s credit risk.

The notional amount of our net investment hedge contracts as of July 31, 2024 was $ 840,271 .

(c) 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.

The notional amount of our net investment hedge contracts as of January 31, 2025 was $ 811,531 .

(d) 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.

2 unchanged sentences

The carrying values of cash and cash equivalents, receivables, accounts payable and notes payable approximate fair value due to the short-term nature of these instruments.

July 31, 2024

January 31, 2025

Carrying Amount Fair Value

Long-term debt (including current portion) $ 2,167,835 $ 2,185,944

Nordson Corporation

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 as disclosed in the Long-term debt Note.

The carrying amount of long-term debt is shown net of unamortized debt issuance costs, bond discounts and interest rate swap fair value adjustment as disclosed in the Long-term debt Note.

Derivative financial instruments

The Company uses derivative instruments to manage foreign currency and interest rate risk as detailed below.

Foreign Currency Forward Contracts

6 unchanged sentences

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.

The settlement of these contracts is recorded in operating activities on the Consolidated Statement of Cash Flows.

For the three months ended July 31, 2024, we recognized a net gain of $ 2,954 on foreign currency forward contracts and a net loss of $ 3,418 from the change in fair value of balance sheet positions.

For the three months ended July 31, 2023, we recognized a net loss of $ 93 on foreign currency forward contracts and a net loss of $ 855 from the change in fair value of balance sheet positions.

For the nine months ended July 31, 2024, we recognized a net gain of $ 8,624 on foreign currency forward contracts and a realized net loss of $ 11,035 from the change in fair value of balance sheet positions.

For the nine months ended July 31, 2023, we recognized a net gain of $ 12,086 on foreign currency forward contracts and a net loss of $ 19,710 from the change in fair value of

Nordson Corporation

balance sheet positions.

The settlement of these contracts is recorded in operating activities on the Condensed Consolidated Statement of Cash Flows.

For the three months ended January 31, 2025, we recognized a net loss of $ 4,363 on foreign currency forward contracts and a net gain of $ 4,694 from the change in fair value of balance sheet positions.

For the three months ended January 31, 2024, we recognized a net gain of $ 12,094 on foreign currency forward contracts and a net loss of $ 12,916 from the change in fair value of balance sheet positions.

The fair values of our foreign currency f orward 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 July 31, 2024 and 2023:

July 31, 2024 contract amounts:

The following table summarizes, by currency, the foreign currency forward contracts outstanding at January 31, 2025 and 2024:

January 31, 2025 contract amounts:

Notional Sell Amounts Notional Buy Amounts

9 unchanged sentences

Total $ 206,711 $ 511,036

July 31, 2023 contract amounts:

January 31, 2024 contract amounts:

Notional Sell Amounts Notional Buy Amounts

11 unchanged sentences

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.

We periodically monitor the credit ratings of these

Nordson Corporation

counterparties in order to minimize our exposure.

Our customers represent a wide variety of industries and geographic regions.

For the three and nine months ended July 31, 2024 and 2023, there were no significant concentrations of credit risk.

For the three months ended January 31, 2025 and 2024, there were no significant concentrations of credit risk.

Treasury Locks

During the fourth quarter of 2024, the Company entered into treasury locks to fix the interest rate related to $ 250,000 of the $ 600,000 aggregate principal amount of 2029 Notes issued on September 4, 2024.

The derivative positions were closed when the debt was priced on September 4, 2024 with a cash settlement net payment of $ 2,306 that offset changes in the benchmark treasury rate between execution of the treasury rate locks and the debt pricing date.

These derivatives were designed as cash flow hedges and the deferred amount reported in AOCI is being reclassed to interest expense as payments are made on the notes through the maturity date.

Net Investment Hedges

1 unchanged sentence

We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.

As of July 31, 2024, the Company was party to various cross currency swaps between the U.S.

As of January 31, 2025, the Company was party to various cross currency swaps between the U.S.

Dollar and Euro, Japanese Yen, Taiwan Dollar, Singapore Dollar and Chinese Yuan, which were designated as hedges of our net investments in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries.

Any increases or decreases related to the remeasurement of the hedges are recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheet until the sale or substantial liquidation of the underlying investments.

A loss of $ 6,968 and a loss of $ 11,475 , net of tax, was recorded for the three and nine months ended July 31, 2024, respectively, compared to a $ 1,205 loss, net of tax, for both the three and nine months ended July 31, 2023, respectively.

The following table summarizes the fair values of our net investment contracts designated as net investment hedges in the Company's Consolidated Balance Sheets as of July 31, 2024:

A gain of $ 28,520 , net of tax, and a $ 11,855 loss, net of tax, was recorded for the three months ended January 31, 2025 and 2024, respectively.

The following table summarizes the fair values of our net investment contracts designated as net investment hedges in the Company's Condensed Consolidated Balance Sheets as of January 31, 2025:

Prepaid expenses and other current assets Other assets Accrued liabilities Other long-term liabilities

Net investment contracts $ 14,482 $ 4,314 $ — $ 96

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate liabilities due to changes in benchmark interest rates.

The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, Secured Overnight Financing Rate ("SOFR"), with the objective of minimizing the cost of borrowed funds.

The Company's interest rate swaps are designated and qualify as fair value hedges.

As a result, the interest rate swaps are measured at fair value and the carrying value of the hedged debt is adjusted for the change in value related to the exposure being hedged, with both adjustments offset to earnings.

Accordingly, the earnings effect of an increase in the fair value of the interest rate swaps will be substantially offset by the earnings effect of the increase in the carrying value of the hedged debt.

The net impact of fair value hedge accounting for interest rate swaps is recognized in Interest expense.

A loss of $ 44 , net of tax, was recorded for the three months ended January 31, 2025.

The fair values of our interest rate swap assets are included in Prepaid expenses and other current assets and Other assets in our Consolidated Balance Sheets.

The following table provides information regarding the Company's outstanding interest rate derivatives that were used to hedge changes in fair value attributable to interest rate risk:

Interest rate swaps - notional amount Cumulative adjustment to long-term debt from application of hedge accounting Carrying value of hedged debt

Interest rate swaps $ 300,000 $ 2,985 $ 302,985

Nordson Corporation

1 unchanged sentence

A summary of long-term debt is as follows:

July 31, 2024 October 31, 2023

January 31, 2025 October 31, 2024

Notes Payable $ 15,420 $ 18,285

6 unchanged sentences

5.800% Notes due 2033 500,000 500,000

4.500% Notes due 2029 600,000 600,000

2,201,063 2,223,928

2 unchanged sentences

Less bond discounts 2,349 2,444

Plus impact of interest rate swaps 2,985 —

Long-term maturities $ 2,085,177 $ 2,101,197

Revolving credit agreement — In June 2023, we entered into a $ 1,150,000 unsecured multi-currency credit facility with a group of banks, which provides for a term loan facility in the aggregate principal amount of $ 300,000 (the "Term Loan Facility"), maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $ 850,000 (the "Revolving Facility"), maturing in June 2028 (the "New Credit Agreement").

Revolving credit agreement — 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 had a five-year term expiring in April 2024 and included a $ 75,000 sub-facility for swing-line loans.

On April 17, 2023, we entered into an amendment to, among other things, replace London Interbank Offered Rate with the SOFR, the Euro Interbank Offered Rate, the Sterling Overnight Index Average and the Tokyo Interbank Offered Rate for U.S.

Dollar, Euro, British Pound Sterling and Japanese Yen borrowings, respectively.

On June 6, 2023, this credit agreement was terminated and replaced by the New Credit Agreement (as defined below).

In June 2023, we entered into a $ 1,150,000 unsecured multi-currency credit facility with a group of banks, which provides for a term loan facility in the aggregate principal amount of $ 300,000 (the "Term Loan Facility"), maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $ 850,000 (the "Revolving Facility"), maturing in June 2028 (the "New Credit Agreement").

In June 2024, the Revolving Facility was amended to increase the aggregate principal amount to $ 922,500 .

The Company borrowed and had outstanding $ 280,000 on the Term Loan Facility and $ 130,000 on the Revolving Facility as of July 31, 2024.

The Company borrowed and has outstanding $ 280,000 on the Term Loan Facility and $ 220,000 on the Revolving Facility as of January 31, 2025.

The Revolving Facility permits borrowing in U.S.

Dollars, Euros, Sterling, Swiss Francs, Singapore Dollars, Yen, and each other currency approved by a Revolving Facility lender.

The New Credit Agreement provides that the applicable margin for (i) RFR, as defined in the New Credit Agreement, and Eurodollar Loans will range from 0.85 % to 1.20 % and (ii) Base Rate Loans will range from 0.00 % to 0.20 %, in each case, based on the Company’s Leverage Ratio (as defined in the New Credit Agreement and calculated on a consolidated net debt basis).

The New Credit Agreement provides that the applicable margin for (i) Risk-Free Rate ("RFR"), as defined in the New Credit Agreement, and Eurodollar Loans will range from 0.85 % to 1.20 % and (ii) Base Rate Loans will range from 0.00 % to 0.20 %, in each case, based on the Company’s Leverage Ratio (as defined in the New Credit Agreement and calculated on a consolidated net debt basis).

Borrowings under the New Credit Agreement bear interest at (i) either a base rate or a SOFR rate, with respect to borrowings in U.S.

1 unchanged sentence

The applicable margin is based on the Company’s Leverage Ratio.

The weighted-average interest rate at July 31, 2024 was 6.39 %.

364-day term loan agreement — In June 2024, we entered into a 364-day term loan agreement (the "Term Loan Agreement") with a group of banks.

The Term Loan Agreement provides for a delayed draw term loan facility in the aggregate principal amount of $ 500,000 and was entered into to fund, in part, the acquisition of Atrion.

The weighted-average interest rate at January 31, 2025 was 5.83 %.

Senior notes, due 2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies have a remaining weighted-average life of 0.48 years.

The weighted-average interest rate at July 31, 2024 was 3.07 %.

The weighted-average interest rate at January 31, 2025 was 3.07 %.

Senior notes, due 2025-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of 1.30 years.

The weighted-average interest rate at July 31, 2024 was 3.13 %.

The weighted-average interest rate at January 31, 2025 was 3.13 %.

Senior notes, due 2025-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies have a remaining weighted-average life of 2.44 years.

The weighted-average interest rate at July 31, 2024 was 4.03 %.

5.60% Notes due 2028 and 5.80% Notes due 2033 — In September 2023, we completed an underwritten public offering (the "Offering") of $ 350,000 aggregate principal amount of 5.60 % Notes due 2028 and $ 500,000 aggregate principal amount of 5.80 % Notes due 2033.

We were in compliance with all covenants at July 31, 2024, and the amount we could borrow would not have been limited by any debt covenants.

The weighted-average interest rate at January 31, 2025 was 4.03 %.

5.600% Notes due 2028 and 5.800% Notes due 2033 — In September 2023, we completed an underwritten public offering of $ 350,000 aggregate principal amount of 5.600 % Notes due 2028 and $ 500,000 aggregate principal amount of 5.800 % Notes due 2033.

Nordson Corporation

4.500% Notes due 2029 — In September 2024, we completed an underwritten public offering of $ 600,000 aggregate principal amount of 4.500 % Notes due 2029 (the "2029 Notes").

We were in compliance with all covenants at January 31, 2025, 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 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.

Including the environmental matter 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.

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.

As of July 31, 2024 and October 31, 2023, our accrual for the ongoing operation, maintenance and monitoring obligation at th e Site was $ 181 and $ 231 , respectively .

As of January 31, 2025 and October 31, 2024, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was immaterial .

The liability for environmental remediation represents management’s best estimate of the probable and reasonably estimable undiscounted costs related to known remediation obligations.

2 unchanged sentences

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.

Subsequent Event

On August 21, 2024, the Company completed the acquisition of Atrion pursuant to the terms of the Merger Agreement.

Pursuant to the Merger Agreement, Merger Sub merged with and into Atrion with Atrion surviving the Merger as a wholly owned subsidiary of Nordson.

Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will operate within our Medical and Fluid Solutions segment.

Atrion sales for the year ended December 31, 2023 were approximately $ 169,000 .

Nordson Corporation

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.

What changed 10-Q

Item 1. Financial Statements