What changed in this filing

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Item 1. Financial Statements

2025-05-29 compared with 2025-02-20 · 163 added, 112 removed, 572 unchanged (32% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

Three Months Ended

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

Three Months Ended Six Months Ended

(In thousands, except for per share data) April 30, 2025 April 30, 2024 April 30, 2025 April 30, 2024

Sales $ 682,938 $ 650,642 $ 1,298,358 $ 1,283,835

7 unchanged sentences

Interest and investment income 553 1,554 1,494 2,598

Other income (expense) - net 1,526 ( 338 )

Other expense - net ( 3,961 ) ( 785 ) ( 2,435 ) ( 1,123 )

( 29,980 ) ( 19,340 ) ( 54,072 ) ( 40,076 )

8 unchanged sentences

See accompanying notes.

Nordson Corporation

Consolidated Statements of Comprehensive Income

Three Months Ended

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

Three Months Ended Six Months Ended

(In thousands) April 30, 2025 April 30, 2024 April 30, 2025 April 30, 2024

Net income $ 112,404 $ 118,217 $ 207,056 $ 227,789

2 unchanged sentences

Pension and other postretirement plan adjustments, net of tax ( 420 ) 19 92 ( 440 )

Total other comprehensive income ( 51,167 ) 43,484

Total other comprehensive income (loss) 95,185 ( 32,601 ) 44,018 10,883

Total comprehensive income $ 207,589 $ 85,616 $ 251,074 $ 238,672

4 unchanged sentences

Current assets:

January 31, 2025 October 31, 2024

April 30, 2025 October 31, 2024

Cash and cash equivalents $ 130,157 $ 115,952

38 unchanged sentences

Consolidated Statements of Shareholders’ Equity

Three Months Ended January 31, 2025

Six Months Ended April 30, 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

Three Months Ended January 31, 2024

Shares issued under company stock and employee benefit plans — 1,554 — — 248 1,802

Stock-based compensation — 4,791 — — — 4,791

Purchase of treasury shares — — — — ( 86,154 ) ( 86,154 )

Dividends declared ($ 0.78 per share)

— — ( 44,335 ) — — ( 44,335 )

Net income — — 112,404 — — 112,404

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — 95,605 — 95,605

Defined benefit pension and post-retirement

plan adjustments — — — ( 420 ) — ( 420 )

April 30, 2025 $ 12,253 $ 725,418 $ 4,413,318 $ ( 140,822 ) $ ( 2,049,863 ) $ 2,960,304

Nordson Corporation

Six Months Ended April 30, 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 — 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

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Three Months Ended

(In thousands) Six Months Ended

Cash flows from operating activities:

January 31, 2025 January 31, 2024

April 30, 2025 April 30, 2024

Net income $ 207,056 $ 227,789

27 unchanged sentences

Notes to Condensed Consolidated Financial Statements

January 31, 2025

April 30, 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 three months ended January 31, 2025 are not necessarily indicative of the results that may be expected for the full year.

Operating results for the six months ended April 30, 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.

11 unchanged sentences

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.

Revenues deferred as of April 30, 2025 and October 31, 2024 were not material.

For certain contracts, the Company may collect payments in advance of completing performance obligations and recognizes a liability included within Customer advance payments in our Consolidated Balance Sheets.

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.

4 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 January 31, 2025 and October 31, 2024.

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 recognized over time represented approximately less than ten percent of our overall consolidated revenues for the year-to-date periods ended April 30, 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.

2 unchanged sentences

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

We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a

Nordson Corporation

costs is one year or less.

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 costs is one year or less.

These costs are recorded within Selling and administrative expenses in our Condensed Consolidated Statements of Income.

8 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 January 31, 2025 and 2024 were 193 and 74 , respectively.

Options excluded from the calculation of diluted earnings per share for the three months ended April 30, 2025 and 2024 were 336 and 74 , respectively.

Options excluded from the calculation of diluted earnings per share for the six months ended April 30, 2025 and 2024 were 264 and 74 , re spectively.

Recently issued accounting standards

22 unchanged sentences

2024 Acquisition

On August 21, 2024, the Company completed the acquisition of Atrion Corporation, a Delaware corporation (“Atrion”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated May 28, 2024, with Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”), and Atrion.

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

Nordson Corporation

operate within our MFS segment.

Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”), and Atrion.

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 operates 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.

2 unchanged sentences

Goodwill associated with the acquisition was not tax deductible.

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

As of April 30, 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.

19 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 $ 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.

Accounts receivable are net of an allowance for credit losses of $ 7,812 a nd $ 9,769 o n April 30, 2025 and October 31, 2024, respectively.

The provision income on receivables was $ 262 and $ 644 for the three and six months ended April 30, 2025, respectively , co mpared to provision for losses on receivables of $ 398 and $ 478 for the same periods a year ago, respectively.

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:

January 31, 2025 October 31, 2024

April 30, 2025 October 31, 2024

Finished goods $ 256,577 $ 256,465

7 unchanged sentences

Components of property, plant and equipment were as follows:

January 31, 2025 October 31, 2024

April 30, 2025 October 31, 2024

Land $ 32,463 $ 32,018

8 unchanged sentences

$ 546,352 $ 544,607

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

Depreciation expense was $ 17,881 and $ 13,897 for the three months ended April 30, 2025 and 2024, respectively.

Depreciation expense was $ 35,601 and $ 28,054 for the six months ended April 30, 2025 and 2024, respectively.

Goodwill and other intangible assets

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

Changes in the carrying amount of goodwill for th e six months ended April 30, 2025 by operating segment were as follows:

Solutions Medical and Fluid Solutions Advanced

1 unchanged sentence

Balance at October 31, 2024 $ 1,207,631 $ 1,669,748 $ 403,440 $ 3,280,819

Acquisitions — 130 — 130

Division transfer ( 29,010 ) — 29,010 —

Currency effect 14,365 1,642 13,835 29,842

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

Balance at April 30, 2025 $ 1,192,986 $ 1,671,390 $ 446,285 $ 3,310,661

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.

6 unchanged sentences

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

January 31, 2025

April 30, 2025

Amount Accumulated

15 unchanged sentences

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

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

Amortization expense for the three months ended April 30, 2025 and 2024 was $ 19,696 and $ 18,823 , respectively.

Amortization expense for the six months ended April 30, 2025 and 2024 was $ 39,007 and $ 32,210 , respectively.

Pension and other postretirement plans

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

The components of net periodic pension and other postretirement cost for the three and six months ended April 30, 2025 and 2024 were:

International

6 unchanged sentences

Total benefit cost $ 1,087 $ 607 $ 157 $ 509

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

International

Six Months Ended 2025 2024 2025 2024

Service cost $ 5,062 $ 5,015 $ 471 $ 471

Interest cost 9,383 9,505 1,262 1,374

Expected return on plan assets ( 13,219 ) ( 13,306 ) ( 1,289 ) ( 833 )

Amortization of prior service credit — — ( 4 ) ( 4 )

Amortization of net actuarial (gain) loss 947 — ( 136 ) 17

Total benefit cost $ 2,173 $ 1,214 $ 304 $ 1,025

Nordson Corporation

The components of other postretirement benefit costs, for plans in the United States, for the three and six months ended April 30, 2025 and 2024:

Three Months Ended 2025 2024

3 unchanged sentences

Total benefit cost (income) $ 577 $ 677

Six Months Ended 2025 2024

Service cost $ 117 $ 141

Interest cost 1,294 1,508

Amortization of net actuarial gain ( 250 ) ( 295 )

Total benefit cost (income) $ 1,161 $ 1,354

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.

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.

The effective tax rate for the three months ended April 30, 2025 and 2024 was 19.0 % and 20.8 %, respectively.

The effective tax rate for the six months ended April 30, 2025 and 2024 was 19.0 % and 20.9 %, respectively.

The effective tax rate for the three and six months ended April 30, 2025 is lower than the U.S.

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

10 unchanged sentences

43,926 — 43,926

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.

Balance at April 30, 2025 $ ( 72,964 ) $ ( 67,858 ) $ ( 140,822 )

(a) Includes a net loss of $ 20,602 , net of tax of $ 6,154 , 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 January 31, 2025, a total of 1,718 common shares were available to be granted under the 2021 Plan.

As of April 30, 2025, a total of 2,065 common shares were available to be granted under the 2021 Plan.

Stock Options

2 unchanged sentences

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 postretirement for all other unvested options granted.

In the event of termination of employment due to early retirement or normal retirement at age 65 , options granted within 12 months prior to

Nordson Corporation

termination are forfeited, and vesting continues postretirement 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.

2 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 $ 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:

We recognized compensation expense related to stock options of $ 822 and $ 1,570 for the three and six months ended April 30, 2025, respectively, compared to $ 1,446 and $ 2,534 for the three and six months ended April 30, 2024, respectively.

The following table summarizes activity related to stock options for the six months ended April 30, 2025:

Options Weighted-

6 unchanged sentences

Forfeited or expired ( 2 ) 228.67

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

Outstanding at April 30, 2025 887 $ 171.40 $ 29,947 4.6 years

Expected to vest 151 $ 231.00 $ 5 8.5 years

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.

Exercisable at April 30, 2025 733 $ 158.95 $ 29,942 3.8 years

As of April 30, 2025, there was $ 7,309 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 2.7 years.

Nordson Corporation

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, 2025 January 31, 2024

Six Months Ended April 30, 2025 April 30, 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 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.

The weighted average grant date fair value of stock options granted during the six months ended April 30, 2025 and 2024 was $ 68.11 and $ 79.81 , respectively.

The total intrinsic value of options exercised during the three months ended April 30, 2025 and 2024 was $ 1,209 and $ 16,044 , respectively.

The total intrinsic value of options exercised during the six months ended April 30, 2025 and 2024 was $ 2,560 and $ 30,171 , respectively.

Cash received from the exercise of stock options for the six months ended April 30, 2025 and 2024 was $ 2,803 and $ 27,219 , respectively.

Restricted Shares and Restricted Share Units

3 unchanged sentences

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.

Nordson Corporation

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.

3 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.

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

The following table summarizes activity related to restricted share units during the six months ended April 30, 2025:

Number of Units Weighted-Average

3 unchanged sentences

Vested ( 26 ) 248.09

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

Restricted share units at April 30, 2025 83 $ 236.38

As of April 30, 2025, there was $ 14,231 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 April 30, 2025 and 2024 was $ 2,351 and $ 2,234 , respectively, compared to charges of $ 4,861 and $ 4,460 for the six months ended April 30, 2025 and 2024, respectively.

Performance Share Incentive Awards

5 unchanged sentences

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.

The amount charged to expense related to performance awards for the three months ended April 30, 2025 and 2024 was $ 1,485 and $ 1,598 , respectively.

For the six months ended April 30, 2025 and April 30, 2024, $ 2,734 and $ 2,866 were charged to expense, respectively.

As of April 30, 2025, there was $ 10,666 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 January 31, 2025 and 2024 was $ 26 and $ 21 , respectively.

Expense related to dividends paid under this plan for the three months ended April 30, 2025 and 2024 was $ 32 and $ 27 , respectively, compared to $ 58 and $ 48 for the six months ended April 30, 2025 and 2024, 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 three months ended January 31, 2025:

Nordson Corporation

The following table summarizes activity related to director deferred compensation share equivalent units during the six months ended April 30, 2025:

Number of Shares Weighted-Average

2 unchanged sentences

Distributions ( 1 ) 77.38

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 .

Outstanding at April 30, 2025 65 $ 119.60

T he amount charged to expense related to director deferred compensation for the three months ended April 30, 2025 and 2024 was $ 101 and $ 79 , respectively, compared to $ 201 and $ 135 for the six months ended April 30, 2025 and 2024, 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 three months ended January 31, 2025 and 2024:

January 31, 2025 January 31, 2024

Following is a reconciliation of the product warranty liability for the six months ended April 30, 2025 and 2024:

April 30, 2025 April 30, 2024

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

8 unchanged sentences

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

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.

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

12 unchanged sentences

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.

Applications include, but are not limited to,

Nordson Corporation

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

January 31, 2025

April 30, 2025

Net external sales $ 318,847 $ 202,809 $ 161,282 $ — $ 682,938

Operating profit (loss) 95,722 56,805 31,558 ( 15,335 ) 168,750

January 31, 2024

April 30, 2024

Net external sales $ 344,978 $ 168,966 $ 136,698 $ — $ 650,642

Operating profit (loss) 115,922 48,993 20,693 ( 16,992 ) 168,616

Six Months Ended

April 30, 2025

Net external sales $ 619,295 $ 396,418 $ 282,645 $ — $ 1,298,358

Operating profit (loss) 191,434 97,741 49,681 ( 29,159 ) 309,697

April 30, 2024

Net external sales $ 682,720 $ 328,492 $ 272,623 $ — $ 1,283,835

Operating profit (loss) 225,020 95,093 38,997 ( 31,059 ) 328,051

We had significant sales in the following geographic regions:

Three Months Ended

January 31, 2025 January 31, 2024

Three Months Ended Six Months Ended

April 30, 2025 April 30, 2024 April 30, 2025 April 30, 2024

Americas $ 292,463 $ 294,428 $ 560,300 $ 568,440

9 unchanged sentences

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

January 31, 2025 Total Level 1 Level 2 Level 3

April 30, 2025 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

7 unchanged sentences

$ 10,765 $ — $ 10,765 $ —

Net investment contracts (c)

55,781 — 55,781 —

Foreign currency forward contracts (a)

8,396 — 8,396 —

Net investment contracts (c)

Total liabilities at fair value $ 74,942 $ — $ 74,942 $ —

16 unchanged sentences

(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 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 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.

2 unchanged sentences

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 January 31, 2025 was $ 811,531 .

The notional amount of our net investment hedge contracts as of April 30, 2025 was $ 852,403 .

(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.

3 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.

January 31, 2025

April 30, 2025

Carrying Amount Fair Value

14 unchanged sentences

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.

For the three months ended April 30, 2025, we recognized a net gain of $ 22,315 on foreign currency forward contracts and a net loss of $ 25,513 from the change in fair value of balance sheet positions.

For the three months ended April 30, 2024, we recognized a net loss of $ 6,423 on foreign currency forward contracts and a net gain of $ 5,298 from the change in fair value of balance sheet positions.

For the six months ended April 30, 2025, we recognized a net gain of $ 17,951 on foreign currency forward contracts and a realized net loss of $ 20,819 from the change in fair value of balance sheet positions.

For the six months ended April 30, 2024, we recognized a net gain of $ 5,671 on foreign currency forward contracts and a net loss of $ 7,618 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 January 31, 2025 and 2024:

January 31, 2025 contract amounts:

The following table summarizes, by currency, the foreign currency forward contracts outstanding at April 30, 2025 and 2024:

April 30, 2025 contract amounts:

Notional Sell Amounts Notional Buy Amounts

9 unchanged sentences

Total $ 219,389 $ 567,038

January 31, 2024 contract amounts:

April 30, 2024 contract amounts:

Notional Sell Amounts Notional Buy Amounts

9 unchanged sentences

Total $ 184,014 $ 517,911

Nordson Corporation

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments.

These financial instruments include cash deposits and foreign currency forward contracts.

We periodically monitor the credit ratings of these

Nordson Corporation

counterparties in order to minimize our exposure.

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, 2025 and 2024, there were no significant concentrations of credit risk.

For the three and six months ended April 30, 2025 and 2024, there were no significant concentrations of credit risk.

Treasury Locks

5 unchanged sentences

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

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

As of April 30, 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 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:

A loss of $ 49,122 and a loss of $ 20,602 , net of tax, was recorded for the three and six months ended April 30, 2025, respectively, compared to a gain of $ 7,348 and a loss of $ 4,507 , net of tax, for the three and six months ended April 30, 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 April 30, 2025:

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

2 unchanged sentences

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

3 unchanged sentences

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.

A loss of $ 28 and a loss of $ 72 , net of tax, was recorded for the three and six months ended April 30, 2025, respectively.

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.

5 unchanged sentences

A summary of long-term debt is as follows:

January 31, 2025 October 31, 2024

April 30, 2025 October 31, 2024

Notes Payable $ 9,151 $ 18,285

13 unchanged sentences

Long-term maturities $ 2,118,739 $ 2,101,197

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").

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").

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

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 Company borrowed and has outstanding $ 280,000 on the Term Loan Facility and $ 243,000 on the Revolving Facility as of April 30, 2025.

The Revolving Facility permits borrowing in U.S.

4 unchanged sentences

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

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

The weighted-average interest rate at April 30, 2025 was 5.45 %.

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 0.24 years.

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

The weighted-average interest rate at April 30, 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 1.05 years.

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

The weighted-average interest rate at April 30, 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 2.20 years.

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

The weighted-average interest rate at April 30, 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.

We were in compliance with all covenants at April 30, 2025, and the amount we could borrow would not have been limited by any debt covenants.

Nordson Corporation

Contingencies

3 unchanged sentences

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

As of April 30, 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.

Nordson Corporation

Subsequent event

On May 28, 2025 the Company signed an agreement to divest select product lines within its medical contract manufacturing business.

Expected to close in the fourth quarter fiscal 2025, this deal will allow the Company to focus on achieving above-market growth in its proprietary medical components, including devices from the recent Atrion acquisition.

The Company does not anticipate any material impact on the consolidated financial statements.

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