What changed in this filing

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Item 1. Financial Statements

2025-08-21 compared with 2025-05-29 · 172 added, 114 removed, 621 unchanged (32% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

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

Three Months Ended Nine Months Ended

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

Sales $ 741,509 $ 661,604 $ 2,039,867 $ 1,945,439

2 unchanged sentences

Selling and administrative expenses 206,539 201,943 606,642 588,196

Divestiture and related charges 12,211 — 12,211 —

553,742 494,546 1,542,403 1,450,330

3 unchanged sentences

Interest and investment income 560 1,027 2,054 3,625

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

Other - net ( 2,945 ) 152 ( 5,380 ) ( 971 )

( 28,643 ) ( 17,624 ) ( 82,715 ) ( 57,700 )

9 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

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

Net income $ 125,784 $ 117,327 $ 332,840 $ 345,116

2 unchanged sentences

Pension and other postretirement plan adjustments, net of tax 290 ( 1,198 ) 382 ( 1,638 )

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

Total other comprehensive income 5,263 6,898 49,281 17,781

Total comprehensive income $ 131,047 $ 124,225 $ 382,121 $ 362,897

4 unchanged sentences

Current assets:

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Cash and cash equivalents $ 147,788 $ 115,952

2 unchanged sentences

Prepaid expenses and other current assets 91,275 87,482

Assets held for sale 39,583 —

Total current assets 1,326,848 1,275,032

15 unchanged sentences

Finance lease liability - current 5,808 5,262

Liabilities held for sale 10,807 —

Total current liabilities 783,108 528,477

17 unchanged sentences

Consolidated Statements of Shareholders’ Equity

Six Months Ended April 30, 2025

Nine Months Ended July 31, 2025

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

28 unchanged sentences

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

Shares issued (repurchased) under company stock and employee benefit plans — 2,666 — — ( 50 ) 2,616

Stock-based compensation — 3,831 — — — 3,831

Purchase of treasury shares — — — — ( 71,942 ) ( 71,942 )

Dividends declared ($ 0.78 per share)

— — ( 44,071 ) — — ( 44,071 )

Net income — — 125,784 — — 125,784

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — 4,973 — 4,973

Defined benefit pension and post-retirement

plan adjustments — — — 290 — 290

July 31, 2025 $ 12,253 $ 731,915 $ 4,495,031 $ ( 135,559 ) $ ( 2,121,855 ) $ 2,981,785

Nordson Corporation

Six Months Ended April 30, 2024

Nine Months Ended July 31, 2024

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

28 unchanged sentences

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

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Six Months Ended

(In thousands) Nine Months Ended

Cash flows from operating activities:

April 30, 2025 April 30, 2024

July 31, 2025 July 31, 2024

Net income $ 332,840 $ 345,116

5 unchanged sentences

Loss on sale of property, plant and equipment 193 1,015

Divestiture and related charges 12,211 —

Changes in operating assets and liabilities and other 46,605 ( 385 )

20 unchanged sentences

Notes to Condensed Consolidated Financial Statements

April 30, 2025

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

Operating results for the nine months ended July 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.

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 April 30, 2025 and October 31, 2024 were not material.

Revenues deferred as of July 31, 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.

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

16 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 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.

Options excluded from the calculation of diluted earnings per share for the three months ended July 31, 2025 and 2024 were 190 and 74 , respectively.

Options excluded from the calculation of diluted earnings per share for the nine months ended July 31, 2025 and 2024 were 240 and 74 , re spectively.

Recently issued accounting standards

31 unchanged sentences

Goodwill associated with the acquisition was not tax deductible.

As of April 30, 2025, the purchase price allocation remains preliminary as we complete our assessment, principally related to income taxes.

As of July 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.

12 unchanged sentences

Total Liabilities $ 77,040

Divestiture and related charges

In the third quarter of 2025, we entered into a definitive agreement to sell select product lines in the medical contract manufacturing business within the MFS segment and determined that the criteria to be classified as held for sale were met.

Therefore, these assets and liabilities have been presented as held for sale in the Consolidated Balance Sheet as of July 31, 2025.

Assets and liabilities classified as held for sale are measured at the lower of carrying value or fair value less costs to sell.

Before measuring the fair value less costs to sell of the disposal group as a whole, we first reviewed individual assets and liabilities to determine if any fair value adjustments were required and concluded no individual asset impairments were required.

Then, based on the definitive agreement entered into by us and the buyer, we determined the fair value of the disposal group to be equal to the selling price, less costs to sell.

Based on this review, we recorded a non-cash impairment charge of $ 4,726 .

Nordson Corporation

The assets and liabilities of the disposal group classified as held for sale at July 31, 2025 were as follows:

July 31, 2025

Receivables - net $ 4,650

Inventories - net 5,602

Prepaid expenses and other current assets 5,877

Property, plant and equipment - net 13,988

Operating right of use lease assets 3,627

Goodwill 10,565

Impairment on carrying value ( 4,726 )

Assets held for sale $ 39,583

Accounts payable $ 703

Accrued liabilities 1,729

Operating lease liability 3,685

Finance lease liability 4,690

Liabilities held for sale $ 10,807

The pending sale of select product lines in the medical contract manufacturing business is subject to customary closing conditions and is expected to close no later than the fourth quarter of 2025.

In the third quarter of 2025, as part of its exit of the medical contract manufacturing business, the Company also announced the planned closure of its remaining medical contract manufacturing facility and recognized a charge of $ 7,485 , principally associated with the write-off of leasehold improvements and the write-down of an operating right of use lease asset.

Excluding the non-cash divestiture and related charges of $ 12,211 recorded in the third quarter of 2025, the operating results of the medical contract manufacturing business were not material to our Consolidated Financial Statements for any period presented.

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 $ 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.

Accounts receivable are net of an allowance for credit losses of $ 6,908 a nd $ 9,769 o n July 31, 2025 and October 31, 2024, respectively.

P rovision income was $ 161 and $ 805 for the three and nine months ended July 31, 2025, respectively , co mpared to provision expense of $ 1,678 and $ 2,156 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.

Nordson Corporation

Components of inventories were as follows:

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Finished goods $ 250,681 $ 256,465

4 unchanged sentences

$ 459,251 $ 476,935

Nordson Corporation

Property, Plant and Equipment

Components of property, plant and equipment were as follows:

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Land $ 32,517 $ 32,018

8 unchanged sentences

$ 525,604 $ 544,607

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.

Depreciation expense was $ 17,754 and $ 14,180 for the three months ended July 31, 2025 and 2024, respectively.

Depreciation expense was $ 53,355 and $ 42,234 for the nine months ended July 31, 2025 and 2024, respectively.

Goodwill and other intangible assets

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

Changes in the carrying amount of goodwill for th e nine months ended July 31, 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

Other — ( 10,565 ) — ( 10,565 )

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

Currency effect 20,290 1,967 13,921 36,178

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

Balance at July 31, 2025 $ 1,198,911 $ 1,661,150 $ 446,371 $ 3,306,432

The Other activity above reflects an allocation of goodwill to the disposal group classified as held for sale.

See Divestiture and related charges note.

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.

1 unchanged sentence

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:

Nordson Corporation

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:

April 30, 2025

July 31, 2025

Amount Accumulated

15 unchanged sentences

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

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.

Amortization expense for the three months ended July 31, 2025 and 2024 was $ 20,092 and $ 19,202 , respectively.

Amortization expense for the nine months ended July 31, 2025 and 2024 was $ 59,099 and $ 57,412 , respectively.

Pension and other postretirement plans

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

The components of net periodic pension for the three and nine months ended July 31, 2025 and 2024 were:

International

5 unchanged sentences

Amortization of net actuarial (gain) loss 474 — ( 72 ) 7

Settlement loss — 56 — —

Total benefit cost $ 1,087 $ 663 $ 168 $ 507

International

Six Months Ended 2025 2024 2025 2024

Nine Months Ended 2025 2024 2025 2024

Service cost $ 7,592 $ 7,522 $ 721 $ 702

3 unchanged sentences

Amortization of net actuarial (gain) loss 1,421 — ( 208 ) 24

Settlement loss — 56 — —

Total benefit cost $ 3,260 $ 1,877 $ 472 $ 1,532

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:

The components of other postretirement benefit costs, for plans in the United States, for the three and nine months ended July 31, 2025 and 2024:

Three Months Ended 2025 2024

3 unchanged sentences

Total benefit cost (income) $ 589 $ 677

Six Months Ended 2025 2024

Nine Months Ended 2025 2024

Service cost $ 176 $ 211

4 unchanged sentences

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 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.

The effective tax rate for the three months ended July 31, 2025 and 2024 was 21.0 % and 21.5 %, respectively.

The effective tax rate for the nine months ended July 31, 2025 and 2024 was 19.7 % and 21.1 %, respectively.

Excluding a discrete tax impact related to the divestiture and related charges taken in the third quarter of 2025, the effective tax rates for the three and nine months ended July 31, 2025 were 19.4 % and 19.2 %, respectively.

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

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

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law in the U.S.

The OBBBA includes significant tax law changes, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions.

The Company is currently evaluating the OBBBA’s impact and does not expect it to have a material impact on its current year consolidated financial statements

Accumulated other comprehensive income (loss)

9 unchanged sentences

48,899 — 48,899

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

Balance at July 31, 2025 $ ( 67,991 ) $ ( 67,568 ) $ ( 135,559 )

(a) Includes a net loss of $ 27,470 , net of tax of $ 8,205 , on net investment hedges.

Nordson Corporation

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

As of July 31, 2025, a total of 2,081 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

Nordson Corporation

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 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 $ 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:

We recognized compensation expense related to stock options of $ 758 and $ 2,328 for the three and nine months ended July 31, 2025, respectively, compared to $ 1,426 and $ 3,960 for the three and nine months ended July 31, 2024, respectively.

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

Options Weighted-

6 unchanged sentences

Forfeited or expired ( 10 ) 224.68

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

Outstanding at July 31, 2025 853 $ 172.48 $ 42,388 4.4 years

Expected to vest 142 $ 231.38 $ 256 8.2 years

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.

Exercisable at July 31, 2025 708 $ 160.48 $ 42,127 3.6 years

As of July 31, 2025, there was $ 6,020 of total unrecognized compensation cost related to unvested stock options.

That cost is expected to be amortized over a weighted average period of approximately 2.4 years.

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:

Six Months Ended April 30, 2025 April 30, 2024

Nine Months Ended July 31, 2025 July 31, 2024

Expected volatility 30.3 % - 31.2 % 30.3 % - 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 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.

The weighted average grant date fair value of stock options granted during the nine months ended July 31, 2025 and 2024 was $ 68.11 and $ 79.84 , respectively.

The total intrinsic value of options exercised during the three months ended July 31, 2025 and 2024 was $ 2,315 and $ 3,115 , respectively.

The total intrinsic value of options exercised during the nine months ended July 31, 2025 and 2024 was $ 4,875 and $ 33,286 , respectively.

Nordson Corporation

Cash received from the exercise of stock options for the nine months ended July 31, 2025 and 2024 was $ 5,419 and $ 29,142 , 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

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 six months ended April 30, 2025:

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

Number of Units Weighted-Average

3 unchanged sentences

Vested ( 28 ) 247.34

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.

Restricted share units at July 31, 2025 79 $ 236.16

As of July 31, 2025, there was $ 11,336 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.8 years.

The amount charged to expense related to restricted share units during each of the three months ended July 31, 2025 and 2024 was $ 2,167 and $ 2,198 , respectively, compared to charges of $ 7,028 and $ 6,658 for the nine months ended July 31, 2025 and 2024, respectively.

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 $ 199.30 in 2025, and $ 229.58 for 2024.

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.

The per share values were $ 199.30 in 2025, and $ 229.58 and $ 225.14 in 2024.

The amount charged to expense related to performance awards for the three months ended July 31, 2025 and 2024 was $ 773 and $ 771 , respectively.

For the nine months ended July 31, 2025 and July 31, 2024, $ 3,507 and $ 3,637 were charged to expense, respectively.

As of July 31, 2025, there was $ 8,304 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 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.

Expense related to dividends paid under this plan for the three months ended July 31, 2025 and 2024 was $ 32 and $ 23 , respectively, compared to $ 90 and $ 71 for the nine months ended July 31, 2025 and 2024, respectively.

Nordson Corporation

Deferred Directors' Compensation

3 unchanged sentences

Additional share equivalent units are earned when common share dividends are declared.

Nordson Corporation

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

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

Number of Shares Weighted-Average

Outstanding at October 31, 2024 65 $ 115.66

Restricted stock units vested 1 $ 239.29

Restricted stock units vested and deferred fees 1 $ 235.65

Dividend equivalents 1 206.43

Distributions ( 2 ) 77.63

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.

Outstanding at July 31, 2025 65 $ 120.67

T he amount charged to expense related to director deferred compensation for the three months ended July 31, 2025 and 2024 was $ 101 and $ 91 , respectively, compared to $ 302 and $ 226 for the nine months ended July 31, 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 six months ended April 30, 2025 and 2024:

April 30, 2025 April 30, 2024

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

July 31, 2025 July 31, 2024

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

15 unchanged sentences

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.

Components are used for

Nordson Corporation

dispensing adhesives, coatings, paint, finishes, sealants and other materials.

This segment primarily serves the industrial, agricultural, consumer durables and non-durables markets.

5 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,

Nordson Corporation

semiconductors, printed circuit boards, electronic components, automotive electronics, in-line measurement sensors, gauges and analyzers.

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

April 30, 2025

July 31, 2025

Net external sales $ 350,784 $ 219,465 $ 171,260 $ — $ 741,509

Operating profit (loss) 116,720 52,500 36,877 ( 18,330 ) 187,767

April 30, 2024

July 31, 2024

Net external sales $ 348,997 $ 166,737 $ 145,870 $ — $ 661,604

Operating profit (loss) 115,023 48,374 26,032 ( 22,371 ) 167,058

Six Months Ended

April 30, 2025

Nine Months Ended

July 31, 2025

Net external sales $ 970,079 $ 615,883 $ 453,905 $ — $ 2,039,867

Operating profit (loss) 308,153 150,241 86,558 ( 47,488 ) 497,464

April 30, 2024

July 31, 2024

Net external sales $ 1,031,717 $ 495,229 $ 418,493 $ — $ 1,945,439

1 unchanged sentence

We had significant sales in the following geographic regions:

Three Months Ended Six Months Ended

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

Three Months Ended Nine Months Ended

July 31, 2025 July 31, 2024 July 31, 2025 July 31, 2024

Americas $ 314,568 $ 287,016 $ 874,868 $ 855,456

9 unchanged sentences

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

April 30, 2025 Total Level 1 Level 2 Level 3

July 31, 2025 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

7 unchanged sentences

$ 11,615 $ — $ 11,615 $ —

Interest rate swaps (b)

Net investment contracts (c)

25 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 April 30, 2025 was $ 852,403 .

The notional amount of our net investment hedge contracts as of July 31, 2025 was $ 855,821 .

(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.

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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.

April 30, 2025

July 31, 2025

Carrying Amount Fair Value

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

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.

For the three months ended July 31, 2025, we recognized a net loss of $ 19,609 on foreign currency forward contracts and a net gain of $ 16,568 from the change in fair value of balance sheet positions.

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 nine months ended July 31, 2025, we recognized a net loss of $ 1,658 on foreign currency forward contracts and a net loss of $ 4,251 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 net loss of $ 11,035 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 April 30, 2025 and 2024:

April 30, 2025 contract amounts:

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

July 31, 2025 contract amounts:

Notional Sell Amounts Notional Buy Amounts

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Total $ 215,430 $ 645,113

April 30, 2024 contract amounts:

July 31, 2024 contract amounts:

Notional Sell Amounts Notional Buy Amounts

14 unchanged sentences

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

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

For the three and nine months ended July 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.

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 (as defined below) 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.

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

As of April 30, 2025, the Company was party to various cross currency swaps between the U.S.

As of July 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 $ 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:

A loss of $ 6,868 and a loss of $ 27,470 , net of tax, was recorded for the three and nine months ended July 31, 2025, respectively, compared to a loss of $ 6,968 and a loss of $ 11,475 , net of tax, for the three and nine months ended July 31, 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 July 31, 2025:

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

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

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.

A loss of $ 136 and a loss of $ 209 , net of tax, was recorded for the three and nine months ended July 31, 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.

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A summary of long-term debt is as follows:

April 30, 2025 October 31, 2024

July 31, 2025 October 31, 2024

Notes Payable $ 6,078 $ 18,285

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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 $ 243,000 on the Revolving Facility as of April 30, 2025.

The Company borrowed and has outstanding $ 280,000 on the Term Loan Facility and $ 243,000 on the Revolving Facility as of July 31, 2025.

The Revolving Facility permits borrowing in U.S.

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

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 April 30, 2025 was 3.07 %.

The weighted-average interest rate at July 31, 2025 was 5.48 %.

Senior notes, due 2025 — These unsecured fixed-rate notes entered into in 2012 with a group of insurance companies were paid off in July of 2025.

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 1.49 years.

The weighted-average interest rate at April 30, 2025 was 3.13 %.

The weighted-average interest rate at July 31, 2025 was 3.19 %.

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 2.90 years.

The weighted-average interest rate at April 30, 2025 was 4.03 %.

The weighted-average interest rate at July 31, 2025 was 4.08 %.

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.

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 April 30, 2025, and the amount we could borrow would not have been limited by any debt covenants.

We were in compliance with all covenants at July 31, 2025, and the amount we could borrow would not have been limited by any debt covenants.

Nordson Corporation

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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 April 30, 2025 and October 31, 2024, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was immaterial .

As of July 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.

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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 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