What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-12-17 compared with 2024-12-18 · 300 added, 306 removed, 1141 unchanged (35% of the section changed)

7 unchanged sentences

Selling and administrative expenses 815,514 812,128 752,644

Divestiture and related charges 12,545 — —

2,079,962 2,015,920 1,955,871

3 unchanged sentences

Interest and investment income 3,051 4,913 2,680

Pension settlement charge for U.S.

Plans — — ( 41,221 )

Other - net ( 12,972 ) ( 4,509 ) ( 597 )

16 unchanged sentences

Components of other comprehensive income (loss), net of tax:

Foreign currency translation adjustments 16,390 26,766 ( 126,657 )

Foreign currency translation and related hedging instruments 66,372 16,390 26,766

Pension and postretirement benefit plans 18,011 ( 4,789 ) ( 15,425 )

Net actuarial gain (loss) arising during the year ( 4,387 ) ( 15,106 ) 54,065

Amortization of prior service cost ( 7 ) ( 34 ) ( 201 )

Amortization of actuarial (gain) loss ( 502 ) ( 24 ) 7,575

Curtailment gain (loss) — ( 2 ) 1,052

Settlement (gain) loss recognized 107 ( 259 ) 32,219

Total pension and postretirement benefit plans ( 4,789 ) ( 15,425 ) 94,710

Total other comprehensive income (loss) 11,601 11,341 ( 31,947 )

Total other comprehensive income 84,383 11,601 11,341

Total comprehensive income $ 568,857 $ 478,885 $ 498,834

25 unchanged sentences

Operating lease liability - current 17,402 17,063

Finance lease liability 5,262 4,918

Finance lease liability - current 5,892 5,262

Total current liabilities 758,260 528,477

Long-term debt 1,681,254 2,101,197

Operating lease liability - noncurrent 80,818 92,412

Deferred income taxes 192,186 205,687

Operating lease liability - noncurrent 64,451 80,818

Postretirement obligations 43,786 51,544

34 unchanged sentences

Other comprehensive income (loss):

Foreign currency translation adjustments — — — ( 126,657 ) — ( 126,657 )

Pension plan settlement adjustment 33,271 33,271

Defined benefit pension and post-retirement plans adjustment — — — 61,439 — 61,439

— — — 11,341 — 11,341

October 31, 2023 $ 12,253 $ 668,097 $ 3,989,353 $ ( 196,441 ) $ ( 1,875,202 ) $ 2,598,060

6 unchanged sentences

Other comprehensive income (loss):

Foreign currency translation adjustments — — — 26,766 — 26,766

Defined benefit pension and post-retirement plans adjustment — — — ( 15,425 ) — ( 15,425 )

— — — 11,601 — 11,601

October 31, 2024 $ 12,253 $ 714,091 $ 4,295,199 $ ( 184,840 ) $ ( 1,904,511 ) $ 2,932,192

6 unchanged sentences

Other comprehensive income (loss):

Foreign currency translation adjustments — — — 16,390 — 16,390

Defined benefit pension and post-retirement plans adjustment — — — ( 4,789 ) — ( 4,789 )

— — — 84,383 — 84,383

October 31, 2025 $ 12,253 $ 740,789 $ 4,600,604 $ ( 100,457 ) $ ( 2,209,618 ) $ 3,043,571

13 unchanged sentences

Non-cash stock compensation 18,944 18,957 22,710

Loss (gain) on sale of property, plant and equipment 1,468 1,092 ( 581 )

Pension settlement charge for U.S.

Plans — — 41,221

Loss on sale of property, plant and equipment 3,024 1,468 1,092

Divestiture and related charges 12,545 — —

Other non-cash 4,681 3,396 8,136

12 unchanged sentences

Proceeds from sale of property, plant and equipment 309 75 101

Acquisition of businesses, net of cash acquired ( 789,996 ) ( 1,422,780 ) ( 171,613 )

Sale (acquisition) of businesses, net of cash acquired 28,107 ( 789,996 ) ( 1,422,780 )

Other 2,954 9,933 20,383

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NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this annual report, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

In this annual report, all amounts related to U.S.

dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.

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Revenues deferred as of October 31, 2025 and 2024 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 certain contracts related to the sale of customer-specific products, 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.

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Accounts receivable are net of an allowance for credit losses of $ 7,408 and $ 9,769 at October 31, 2025 and October 31, 2024, respectively.

The provision for losses on receivables was $ 619 for the twelve months ended October 31, 2024 compared to $ 283 for the same period a year ago.

The remaining change in the allowance for credit losses is principally related to increases due to acquisitions and the write-off of uncollectible accounts.

The provision for losses on receivables was $ 768 for the year ended October 31, 2025 compared to $ 619 for the prior year.

The remaining change in the allowance for credit losses is principally related to the write-off of uncollectible accounts.

Inventories — Inventories are valued at the lower of cost or net realizable value.

Effective in the third quarter of 2022, we changed our accounting method for certain U.S.

inventories from a last-in, first-out basis ("LIFO") to a first-in, first-out basis.

Previously, the LIFO method was used to determine the cost of a portion of our inventories in the U.S.

We believe this change in accounting method is preferable as it is consistent with how we manage our business, results in a uniform method to value our inventory across all regions of our business, improves comparability with our peers and is expected to better reflect the current value of inventory on the consolidated balance sheets.

We applied this accounting change as a cumulative effect adjustment to cost of sales in the third quarter of 2022 and did not restate prior period financial statements because the impact was not material.

Derivatives — The Company does not enter into derivative financial instruments for trading purposes.

Derivative instruments are used to manage risks associated with foreign exchange rates.

We operate internationally and enter into intercompany transactions denominated in foreign currencies.

Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled.

We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions.

These contracts usually have maturities of

Nordson Corporation 40

Notes to Consolidated Financial Statements — (Continued)

90 days or less and generally require us to exchange foreign currencies for U.S.

dollars at maturity, at rates stated in the contracts.

These contracts are not designated as hedging instruments under U.S.

Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other – net” on the 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 Statements of Cash Flows.

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

These hedges are included on the balance sheet at fair value.

Changes in the fair value of derivative assets or liabilities (i.e., gains or losses) are recognized depending upon the type of hedging relationship and whether a hedge has been designated.

For derivative instruments that qualify for hedge accounting and are used to hedge net assets of certain foreign subsidiaries, we designate the hedging instrument as a hedge of a net investment in a foreign operation with the effective portion of the derivative's gain or loss reported in Accumulated other comprehensive loss as part of the cumulative translation adjustment and amounts reclassified out of accumulated other comprehensive loss into earnings when the hedged net investment is either sold or substantially liquidated.

The settlement of these hedges is recorded in investing activities on the Consolidated Statement of Cash Flows.

Changes in fair value of derivative instruments that do not qualify for hedge accounting are recognized immediately in current net earnings in "Other-net" on the Consolidated Statements of Income.

The Company has entered into treasury locks to fix the interest rate related to notes issued.

The derivative positions are closed when the debt is priced with a cash settlement net payment that offsets changes in the benchmark treasury rate between execution of the treasury rate locks and the debt pricing date.

The treasury locks are designed as cash flow hedges and the deferred amounts are reported in Accumulated Other Comprehensive Income (loss) ("AOCI") and subsequently reclassed to interest expense as payments are made on the notes through the maturity date.

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

The Company does not enter into derivative instruments for trading purposes.

Refer to Note 12 for additional details.

Property, plant and equipment and depreciation — Property, plant and equipment are carried at cost.

2 unchanged sentences

Leasehold improvements are depreciated over the shorter of the lease term or their useful lives.

Nordson Corporation 37

Notes to Consolidated Financial Statements — (Continued)

Useful lives are as follows:

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The impact could result in either higher or lower amortization and/or depreciation expense.

Nordson Corporation 41

Notes to Consolidated Financial Statements — (Continued)

Other amortizable intangible assets, which consist primarily of patent/technology costs, customer relationships, non-compete agreements and trade names, are amortized over their useful lives on a straight-line basis.

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Trade names 10 years

Investments — The Company holds minority interests in certain companies that do not have readily determinable fair values.

For each qualifying investment, the Company elects the measurement alternative under ASC 321, initially recognizing the investment at cost and subsequently adjusting the carrying amount for (i) impairment, and (ii) observable price changes in orderly transactions for an identical or similar investment of the same issuer.

Investments subject to the measurement alternative are classified in Other assets on the Consolidated Balance Sheets and were $ 13,996 , and $ 15,061 , at October 31, 2025 and October 31, 2024, respectively.

Adjustments (upward or downward) and impairment losses, if any, are recognized in earnings within Other-net and were not material for fiscal 2025 and 2024.

If a readily determinable fair value for the investments subsequently becomes available, we will be required to record the investment at fair value with any unrealized gains or losses being recognized in earnings each period.

Foreign currency translation — The financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency.

1 unchanged sentence

Income and expense items are translated at average monthly rates of exchange.

The resulting translation adjustments are included in AOCI, a separate component of Shareholders’ equity.

The resulting translation adjustments are included in accumulated other comprehensive income/loss (AOCI), a separate component of Shareholders’ equity.

Generally, gains and losses from foreign currency transactions, including forward contracts, of these subsidiaries and the United States parent are included in net income.

Gains and losses from intercompany foreign currency transactions of a long-term investment nature are included in AOCI.

Accumulated other comprehensive loss — Accumulated other comprehensive loss at October 31, 2024 and 2023 consisted of:

adjustments Pension and

Nordson Corporation 38

Notes to Consolidated Financial Statements — (Continued)

Accumulated other comprehensive loss — Changes in AOCI for the years ended October 31, 2025, 2024 and 2023 consisted of:

and related hedging instruments Pension and

postretirement benefit

plan adjustments Accumulated

other comprehensive

other comprehensive loss

Balance at October 31, 2022 (1)

Pension and postretirement plan changes, net of tax of $ 1,716

$ ( 160,046 ) $ ( 47,736 ) $ ( 207,782 )

Currency translation losses 16,390 — 16,390

Other comprehensive (loss) income before reclassification adjustments 31,409 ( 19,804 ) 11,605

Reclassifications from AOCI to Statement of Income (2)

— ( 308 ) ( 308 )

Tax impact ( 4,643 ) 4,687 44

Balance at October 31, 2023 (1)

( 133,280 ) ( 63,161 ) ( 196,441 )

Other comprehensive (loss) income before reclassification adjustments 11,024 ( 6,129 ) 4,895

Reclassifications from AOCI to Statement of Income (2)

— ( 419 ) ( 419 )

Tax impact 5,366 1,759 7,125

Balance at October 31, 2024 (1)

( 116,890 ) ( 67,950 ) ( 184,840 )

Other comprehensive (loss) income before reclassification adjustments 57,857 22,953 80,810

Reclassifications from AOCI to Statement of Income (2)

— 1,060 1,060

Tax impact 8,515 ( 6,002 ) 2,513

Balance at October 31, 2025 (1)

$ ( 50,518 ) $ ( 49,939 ) $ ( 100,457 )

(1) Amounts net of tax.

(2) Included in the computation of net periodic cost (benefit) which is included in Other - net in our Consolidated Statements of Income.

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

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ASU 2023-07 requires enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods.

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 guidance in ASU 2023-07 is to 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 adopted the guidance of ASU 2023-07 during the fourth quarter of 2025.

Nordson Corporation 39

Notes to Consolidated Financial Statements — (Continued)

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

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The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024.

The Company is currently evaluating

Nordson Corporation 42

Notes to Consolidated Financial Statements — (Continued)

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

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):

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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.

On August 21, 2024, the Company completed the acquisition of 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 operate within our Medical and Fluid Solutions 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”) (see Note 8 to the Consolidated Financial Statements for additional details) 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 $ 494,279 of goodwill and $ 129,600 of identifiable intangible assets.

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 (see Note 9 for additional details) and cash on hand.

Based on the fair value of the assets acquired and the liabilities assumed, the purchase price allocation resulted in the recognition of $ 480,149 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 October 31, 2024, 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:

August 21, 2024

As of October 31, 2025, the purchase price is final.

The financial results of Atrion, from the acquisition date through October 31, 2024, were not material to our Consolidated Financial Statements.

The table below summarizes the fair values of the assets acquired and liabilities assumed on the acquisition date, as well as adjustments made during the measurement period.

The measurement period adjustments did not have an impact on the Consolidated Statements of Income.

Preliminary Measurement period adjustments Final

Cash $ 24,428 $ — $ 24,428

9 unchanged sentences

Total Liabilities $ 77,626 $ ( 11,027 ) $ 66,599

Nordson Corporation 40

Notes to Consolidated Financial Statements — (Continued)

2023 Acquisitions

2 unchanged sentences

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

In anticipation of the acquisition, the Company entered into a € 760,000 senior unsecured term loan facility with a group of banks in August 2023 (the “364-Day

Nordson Corporation 43

Notes to Consolidated Financial Statements — (Continued)

Term Loan Facility”).

In anticipation of the acquisition, the Company entered into a € 760,000 senior unsecured term loan facility with a group of banks in August 2023 (the “364-Day Term Loan Facility”).

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 subsequentially paid off in September 2023 with the net proceeds of a senior notes offering (see Note 8 to the Consolidated Financial Statements for additional details).

The 364-Day Term Loan Facility was subsequently paid off in September 2023 with the net proceeds of a senior notes offering (see Note 9 to the Consolidated Financial Statements for additional details).

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 684,938 and identifiable intangible assets of $ 353,500 were recorded.

1 unchanged sentence

Goodwill associated with the acquisition was not tax deductible.

As of October 31, 2024, the purchase price allocation is final.

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

The purchase price allocation was finalized in 2024.

The financial results of the ARAG Group, from the acquisition date through October 31, 2023, were not material to our Consolidated Financial Statements.

The assets and liabilities acquired were as follows:

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Goodwill associated with the acquisition was not tax deductible .

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

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

The purchase price allocation was finalized in 2023.

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

Nordson Corporation 41

Notes to Consolidated Financial Statements — (Continued)

The assets and liabilities acquired were as follows:

11 unchanged sentences

Total Liabilities $ 34,858

Note 4 — Divestiture and related charges

On September 2, 2025 we completed the sale of select product lines in the medical contract manufacturing business within the Medical and Fluid Solutions segment.

We recorded a loss on the sale of $ 5,857 .

In the third quarter of 2025, as part of the Company's exit from the medical contract manufacturing business, the Company also announced the planned closure of its remaining medical contract manufacturing facility and recognized a charge of $ 6,688 , 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 $ 12,545 recorded in 2025, the operating results of the medical contract manufacturing business were not material to our Consolidated Financial Statements for any period presented.

Nordson Corporation 42

Notes to Consolidated Financial Statements — (Continued)

2022 Acquisition

On November 1, 2021, we acquired 100 % of NDC Technologies ("NDC"), a leading global provider of precision measurement solutions for in-line manufacturing process control.

NDC's technology portfolio includes in-line measurement sensors, gauges and analyzers using near-infrared, laser, X-ray, optical and nucleonic technologies, as well as proprietary algorithms and software.

We acquired NDC for an aggregate purchase price of $ 171,613 , net of cash of approximately $ 7,533 and other working capital adjustments of $ 2,763 , utilizing cash on hand.

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 131,129 and identifiable intangible assets of $ 31,130 were recorded.

The identifiable intangible assets consist primarily of $ 10,800 of tradenames (amortized over 13 years), $ 10,000 of technology (amortized over 7 years), $ 9,500 of customer relationships (amortized over 4 years) and $ 830 of non-compete agreements (amortized over 3 years).

Goodwill associated with this acquisition of $ 72,018 is tax deductible.

This acquisition is being reported in our Industrial Precision Solutions segment and the financial results of NDC are not material to our Consolidated Financial Statements.

Note 5 — Details of Consolidated Balance Sheet

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Testing is done more frequently if an event occurs or circumstances change that would indicate the fair value of a reporting unit is less than the carrying amount of those assets.

We assess the fair value of reporting units on a non-recurring basis using a quantitative analysis that uses a combination of the Income Approach and the guideline public company method of the Market Approach, and compare the result against the reporting unit’s carrying value of net assets.

We assess the fair value of reporting units on an annual basis using a quantitative analysis that uses a combination of the Income Approach and the guideline public company method of the Market Approach, and compare the result against the reporting unit’s carrying value of net assets.

The implied fair value of our reporting units is determined based on significant unobservable inputs, as discussed below;

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Based on our annual impairment tests in 2025, 2024 and 2023, the fair value of each reporting unit exceeded its carrying value, and accordingly, we did not record any goodwill impairment charges in 2025, 2024 or 2023.

Our reporting units include components of the Industrial Precision Solutions, Medical and Fluid Solutions, and the Advanced Technology Solutions segments.

Our reporting units are the same as our reportable operating segments, Industrial Precision Solutions ("IPS"), Medical and Fluid Solutions ("MFS"), and the Advanced Technology Solutions ("ATS") segments.

Changes in the carrying amount of goodwill during 2025 by operating segment:

2 unchanged sentences

Acquisitions (1)

— ( 14,130 ) — ( 14,130 )

— ( 10,565 ) — ( 10,565 )

Division Transfer (3)

( 29,010 ) — 29,010 —

Currency effect 31,745 2,415 14,401 48,561

Balance at October 31, 2025 $ 1,210,366 $ 1,647,468 $ 446,851 $ 3,304,685

The increase in goodwill for 2024 was due to the acquisition of Atrion.

(1) Measurement period adjustments related to the acquisition of Atrion.

See Note 3 to the Consolidated Financial Statements for additional details.

(2) Allocation of goodwill related to the sale of select product lines in the medical contract manufacturing business.

(3) In the first quarter of 2025, the Measurement and Control Solutions ("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.

This division transfer reflects the transfer of goodwill from IPS to

Nordson Corporation 44

Notes to Consolidated Financial Statements — (Continued)

ATS as a result of this change.

In addition, the Company 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.

Changes in the carrying amount of goodwill during 2024 by operating segment:

2 unchanged sentences

Acquisitions (1)

( 9,962 ) 494,279 — 484,317

Currency effect 8,597 1,611 2,093 12,301

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

The increase in goodwill for 2023 was due to the acquisition of CyberOptics and the ARAG Group.

(1) The IPS decrease reflects ARAG acquisition measurement period adjustments and the MFS increase in goodwill was due to the acquisition of Atrion.

See Note 3 to the Consolidated Financial Statements for additional details.

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2030 $ 57,533

Nordson Corporation 45

Notes to Consolidated Financial Statements — (Continued)

Note 7 — Retirement, pension and other postretirement plans

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The expense applicable to retirement plans for 2025, 2024 and 2023 was approximately $ 32,351 , $ 30,564 and $ 29,511 , respectively.

Nordson Corporation 47

Notes to Consolidated Financial Statements — (Continued)

Pension plans — We have various pension plans covering a portion of our United States and international employees.

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International subsidiaries fund their pension plans according to local requirements.

During the second quarter of 2022, we completed a partial plan settlement transaction in regard to two of our U.S.

pension plans in which plan assets amounting to $ 171,181 were used to purchase a group annuity contract from The Prudential Insurance Company of America ("Prudential").

The settlement resulted in a loss of $ 41,221 , whic h is included in Pension settlement charge for U.S.

Plans on the Consolidated Statements of Income.

This transaction relieved the Company of its responsibility for the pension obligation related to certain retired employees and transferred the obligation and payment responsibility to Prudential for retirement benefits owed to approximately 1,500 retirees and other beneficiaries.

The annuity contract covered retirees who commenced receiving benefits on or before November 1, 2021.

The monthly retirement benefit payment amounts currently received by retirees and their beneficiaries did not change as a result of this transaction.

Plan participants not included in the transaction remain in the plans and responsibility for payment of the retirement benefits remains with the Company.

A reconciliation of the benefit obligations, plan assets, accrued benefit cost and the amount recognized in financial statements for pension plans is as follows:

7 unchanged sentences

Settlements — ( 1,659 ) — ( 805 )

Curtailments — — — ( 2 )

Foreign currency exchange rate change — — 2,820 2,320

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Total amount recognized in financial statements $ 15,267 $ ( 2,306 ) $ ( 20,014 ) $ ( 24,534 )

The net actuarial gain included in the projected benefit obligation for the U.S.

and international pension plans for 2025 was primarily due to higher discount rates and gains due to changes in demographic assumptions and demographic experience.

The net actuarial loss included in the projected benefit obligation for the United States and international pension plans for 2024 was primarily due to lower discount rates partially offset by gains due to demographic experience.

Nordson Corporation 46

Notes to Consolidated Financial Statements — (Continued)

The actuarial gain included in the projected benefit obligation for the United States pension plans for 2023 was primarily due to higher discount rates partially offset by losses due to demographic experience.

Amounts recognized in accumulated other comprehensive loss (income):

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Net loss (gain) arising during the year ( 9,516 ) 4,577 ( 6,109 ) 1,197

Net (gain) recognized during the year — — ( 29 ) ( 79 )

Net gain (loss) recognized during the year ( 1,895 ) — 325 ( 29 )

Prior service adjustment recognized during the year — — 8 8

Settlement (gain) loss ( 56 ) ( 90 ) ( 95 ) 425

Curtailment (gain) loss — — — 2

Settlement gain (loss) recognized during the year — ( 56 ) — ( 95 )

Exchange rate effect during the year — — ( 131 ) ( 268 )

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Amortization of prior service credit — — — ( 8 ) ( 8 ) ( 50 )

Amortization of net actuarial loss — — 7,504 29 79 2,278

Amortization of net actuarial (gain) loss 1,895 — — ( 325 ) 29 79

Settlement loss (gain) — 56 90 — 95 ( 425 )

3 unchanged sentences

Net periodic pension cost for 2023 included a settlement gain of $ 335 due to lump sum retirement payments.

Net periodic pension cost for 2022 included a settlement loss of $ 298 due to lump sum retirement payments.

Net periodic pension cost for 2022 included a curtailment gain of $ 2,112 due to the freeze of an international defined benefit plan.

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

Nordson Corporation 47

Notes to Consolidated Financial Statements — (Continued)

The components of net periodic pension cost other than service cost are included in Pension settlement charge for U.S.

Plans and Other – net in our Consolidated Statements of Income .

The weighted average assumptions used in the valuation of pension benefits were as follows:

1 unchanged sentence

2025 2024 2023 2025 2024 2023

Assumptions used to determine benefit obligations at October 31:

Weighted average assumptions used to determine benefit obligations at October 31:

Discount rate 5.35 % 5.27 % 6.08 % 4.50 % 3.80 % 4.35 %

Rate of compensation increase 3.28 3.96 3.92 3.13 3.08 2.96

Assumptions used to determine net benefit costs for the years ended October 31:

Weighted average assumptions used to determine net benefit costs for the years ended October 31:

Discount rate - benefit obligation 5.27 6.08 5.70 3.80 4.35 3.78

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The rate of compensation increase is based on management’s estimates using historical experience and expected increases in rates.

The international plans include a cash balance plan with promised interest crediting rates.

The weighted average crediting rates were 1.10 %, 0.70 % and 0.60 % for 2024, 2023 and 2022, respectively.

In 2024 and 2023, the international plans include a cash balance plan with promised interest crediting rates.

The weighted average crediting rates were 1.10 percent and 0.70 percent for 2024 and 2023, respectively.

Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when exceeding the accounting corridor, which is set at 10 percent of the greater of the plan assets or benefit obligations.

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Notes to Consolidated Financial Statements — (Continued)

Our United States plans comprise 89 percent of the Company's worldwide pension assets.

plans comprise 91 percent of the Company's worldwide pension assets.

In general, the investment strategies focus on asset class diversification, liquidity to meet benefit payments, and an appropriate balance of long-term investment return and risk.

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Cash $ 31 $ 31 $ — $ — $ 746 $ 746 $ — $ —

Money market funds 11,782 11,782 — — — — — —

Equity securities:

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Cash $ — $ — $ — $ — $ 442 $ 442 $ — $ —

Money market funds 251 251 — — — — — —

Equity securities:

46 unchanged sentences

Sales ( 2,720 )

Settlements ( 214 )

Unrealized gains 124

50 unchanged sentences

Net (gain) loss arising during the year ( 7,197 ) 623

Net gain (loss) recognized during the year 591 —

Net gain recognized during the year 502 591

Balance at end of year $ ( 17,817 ) $ ( 11,122 )

3 unchanged sentences

Interest cost 2,602 3,018 3,063

Amortization of net actuarial (gain) loss ( 591 ) — 978

Total benefit cost (credit) $ 2,708 $ 3,462 $ 3,588

Amortization of net actuarial gain ( 502 ) ( 591 ) —

Total benefit cost $ 2,334 $ 2,708 $ 3,462

The components of net postretirement benefit cost other than service cost are included in Other – net in our Consolidated Statements of Income.

14 unchanged sentences

The decrease in the health care cost trend rates in 2024 for the U.S.

postretirement plan is due to a reduction in the long-term increase assumption for the HRA benefit.

postretirement plan was due to a reduction in the long-term increase assumption for the HRA benefit.

31 unchanged sentences

Global Intangible Low-Taxed Income net of foreign tax credits — 0.40 0.71

Changes in federal valuation allowances ( 0.73 ) 0.68 1.45

Changes in unrecognized tax benefits ( 0.25 ) 0.05 ( 0.17 )

Other – net ( 0.62 ) ( 0.68 ) ( 1.42 )

23 unchanged sentences

Penalties, if incurred, would be recognized as other income (expense).

We are subject to United States Federal income tax as well as income taxes in numerous state and foreign jurisdictions.

We are subject to examination in the U.S.

by the Internal Revenue Service ("IRS") for the years 2021 through 2024;

We are subject to U.S.

Federal income tax as well as income taxes in numerous state and foreign jurisdictions.

We are subject to examination in the United States by the Internal Revenue Service ("IRS") for the years 2022 through 2025;

years prior to 2022 year are closed to further examination by the IRS.

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We also had $ 29,055 of state operating loss carryforwards, $ 43,967 of foreign operating loss carryforwards, and a $ 2,917 capital loss carryforward, of which $ 53,403 will expire in 2026 through 2043, and $ 22,536 of which has an indefinite carryforward period.

The net change in the valuation allowance was an increase of $ 9,864 in 2024 and an increase of $ 13,602 in 2023.

The net change in the valuation allowance was a decrease of $ 9,073 in 2025 and an increase of $ 9,864 in 2024.

The valuation allowance of $ 24,523 at October 31, 2025, related primarily to tax credits and loss carryforwards that may expire before being realized.

We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized.

One Big Beautiful Bill Act

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

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.

As the provisions under the OBBBA do not take effect until after the Company’s fiscal year end of October 31, 2025, the effects of these changes are not reflected in the accompanying Consolidated Financial Statements for the year ended October 31, 2025.

The Company is currently evaluating the OBBBA’s impact on future tax periods and will update its income

Nordson Corporation 55

Notes to Consolidated Financial Statements — (Continued)

tax disclosures in future filings once the impact of the OBBBA has been fully assessed.

At this time, the Company does not expect the OBBBA to have a material impact on its deferred tax balances.

Note 9 — Long-term debt

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Less bond discounts 2,065 2,444

Plus impact of interest rate swaps 11,486 —

Long-term maturities $ 1,681,254 $ 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 Secured Overnight Financing Rate (“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 "Credit Agreement").

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

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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) 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 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.

The Credit Agreement provides that the applicable margin for (i) Risk-Free Rate ("RFR"), as defined in the 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 Credit Agreement and calculated on a consolidated net debt basis).

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

dollars, (ii) a eurocurrency rate, with respect to borrowings in Euros and Yen, or (iii) Daily Simple RFR, with respect to borrowings in Sterling, Swiss Francs or Singapore dollars, plus, in each case, an applicable margin (and, solely in the case of Singapore dollars, a spread adjustment).

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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 1.24 years.

The weighted-average interest rate at October 31, 2024 was 3.07 percent.

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 1.55 years.

The weighted-average interest rate at October 31, 2024 was 3.13 percent.

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

Senior notes, due 2025-2030 — These unsecured fixed-rate notes entered in 2018 with a group of insurance companies have a remaining weighted-average life of 2.64 years.

The weighted-average interest rate at October 31, 2024 was 4.03 percent.

The weighted-average interest rate at October 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").

Nordson Corporation 58

Notes to Consolidated Financial Statements — (Continued)

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

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$ 620,000 in 2029 and $ 30,000 in 2030.

Nordson Corporation 56

Notes to Consolidated Financial Statements — (Continued)

Bank lines of credit are summarized as follows:

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Cash outflows for leases $ 5,868 $ 19,501

New leases entered into during the year 7,853 2,014

Weighted average remaining lease term (years) 2.77 7.35

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Present value of minimum lease payments $ 14,251 $ 81,853

Rental expense for operating leases during the fiscal years ended October 31, 2024, 2023 and 2022 was $ 21,184 , $ 22,095 and $ 20,479 , respectively.

Capitalized net finance leases included in property, plant and equipment during the fiscal years ended October 31, 2025 and October 31, 2024 was $ 13,493 and $ 16,364 , respectively.

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

October 31, 2024 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

$ 3,332 $ — $ 3,332 $ —

Net investment contracts (b)

6,049 — 6,049 —

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

Deferred compensation plans (c)

$ 9,615 $ — $ 9,615 $ —

Net investment contracts (b)

20,261 — 20,261 —

Foreign currency forward contracts (a)

5,508 — 5,508 —

Total liabilities at fair value $ 35,384 $ — $ 35,384 $ —

October 31, 2023 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

$ 696 $ — $ 696 $ —

Net investment contracts (b)

2025 Total Level 1 Level 2 Level 3

Net derivative contracts (1)

$ ( 55,367 ) $ — $ ( 55,367 ) $ —

Total assets at fair value $ 14,409 $ — $ 14,409 $ —

Deferred compensation plans (c)

Deferred compensation plans (2)

$ ( 11,885 ) $ — $ ( 11,885 ) $ —

Net investment contracts (b)

2024 Total Level 1 Level 2 Level 3

Net derivative contracts (1)

$ ( 16,388 ) $ — $ ( 16,388 ) $ —

Foreign currency forward contracts (a)

Deferred compensation plans (2)

$ ( 9,615 ) $ — $ ( 9,615 ) $ —

Total liabilities at fair value $ 30,047 $ — $ 30,047 $ —

Nordson Corporation 60

Notes to Consolidated Financial Statements — (Continued)

(a) We enter into foreign currency forward contracts to reduce the risk of foreign currency exposures resulting from receivables, payables, intercompany receivables, intercompany payables and loans denominated in foreign currencies.

Foreign exchange contracts are valued using market exchange rates.

These foreign exchange contracts are not designated as hedges.

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

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 October 31, 2024 was $ 845,333 .

(c) Executive officers and other highly compensated employees may defer up to 100 percent of their salary and annual cash incentive compensation and for executive officers, up to 90 percent of their long-term incentive compensation, into various non-qualified deferred compensation plans.

(1) Derivative contracts are valued using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities.

Refer to Note 12 for balance sheet classification of derivatives.

(2) Executive officers and other highly compensated employees may defer up to 100 percent of their salary and annual cash incentive compensation and for executive officers, up to 90 percent of their long-term incentive compensation, into various non-qualified deferred compensation plans.

Deferrals can be allocated to various market performance measurement funds.

5 unchanged sentences

Long-term debt (including current portion) $ 1,996,254 $ 2,038,869 $ 2,186,840 $ 2,219,414

Nordson Corporation 58

Notes to Consolidated Financial Statements — (Continued)

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.

1 unchanged sentence

Note 12 — Derivative financial instruments

We operate internationally and enter into intercompany transactions denominated in foreign currencies.

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

The Company does not enter into derivative instruments for trading purposes.

Foreign Currency Forward Contracts

We operate internationally and enter into transactions denominated in foreign currencies.

Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled.

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These contracts are not designated as hedging instruments under U.S.

Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other – net” on the Consolidated Statement 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.

In 2024, we recognized net gains of $ 7,553 on foreign currency forward contracts and net loss of $ 13,052 from the change in fair value of balance sheet positions.

In 2023, we recognized net losses of $ 3,041 on foreign currency forward contracts and net loss of $ 4,701 from the change in fair value of balance sheet positions.

In 2022, we recognized net losses of $ 4,937 on foreign currency forward contracts and net gains of $ 11,207 from the change in fair value of balance sheet positions.

The fair values of our foreign currency forward contract assets and liabilities are included in Receivables-net and Accrued liabilities, respectively in the Consolidated Balance Sheets.

Nordson Corporation 61

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes, by currency, the contracts outstanding at October 31, 2024 and 2023:

Notional Amounts

October 31, 2024 contract amounts:

Euro $ 156,836 $ 171,840

Pound sterling 22,043 168,763

Japanese yen 24,559 29,943

Mexican peso 1,732 27,996

Hong Kong dollar 1,946 1,961

Singapore dollar 73 21,472

Australian dollar — 10,167

Taiwan dollar — 8,000

Other 8,389 75,686

Total $ 215,578 $ 515,828

October 31, 2023 contract amounts:

Euro $ 107,056 $ 53,919

Pound sterling 17,449 163,116

Japanese yen 18,858 22,088

Mexican peso 45 26,063

Hong Kong dollar 1,509 8,943

Singapore dollar 448 20,126

Australian dollar — 9,112

Taiwan Dollar — 8,000

Other 14,518 79,814

Total $ 159,883 $ 391,181

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

3 unchanged sentences

As of October 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 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.

During 2024, the Company was party to various cross currency swaps between the U.S.

The Company is a 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 Sheets until the sale or substantial liquidation of the underlying investments.

A net gain of $ 16,214 , net of tax of $ 5,366 , was recorded in 2024 related to all net investment hedges, which is included in foreign currency translation adjustments in the Consolidated Statements of Shareholders' Equity.

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

The settlement of these hedges is recorded in investing activities on the Consolidated Statement of Cash Flows.

The interest component is recorded in operating activities on the Consolidated Statement of Cash Flows.

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, 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.

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 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 $ 11,486 $ 311,486

Nordson Corporation 59

Notes to Consolidated Financial Statements — (Continued)

Changes in fair value of derivative instruments that do not qualify for hedge accounting are recognized immediately in current net earnings.

The settlement of net investment hedges is recorded in investing activities on the Consolidated Statements of Cash Flows.

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

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

Net investment contracts $ 5,976 $ 73 $ 10,675 $ 9,586

The following table provides information regarding the balance sheet and income statement impacts of the Company's derivatives:

October 31, 2025 Notional Amount $ Prepaids and other current assets Other assets Accrued liabilities Other long-term liabilities Type of hedge

Derivatives designated as hedges:

Cross-currency swap $ 863,904 $ 5,937 $ — $ 676 $ 61,725 Net investment

Interest rate swaps 300,000 1,133 10,353 Fair value

Derivatives not designated as hedges:

Foreign currency forward contracts 1,137,956 4,961 — 15,350 —

Total $ 12,031 $ 10,353 $ 16,026 $ 61,725

October 31, 2024

Derivatives designated as hedges:

Cross-currency swap $ 845,333 $ 5,976 $ 73 $ 10,675 $ 9,586 Net investment

Derivatives not designated as hedges:

Foreign currency forward contracts 731,406 3,332 — 5,508 —

Total $ 9,308 $ 73 $ 16,183 $ 9,586

Gain (Loss) Recognized Location

2025 2024 2023

Derivatives designated as hedges:

Interest rate swaps $ 11,486 $ — $ — Interest expense

Hedged item $ ( 11,486 ) $ — $ — Interest expense

Cross-currency swap - interest component $ 14,876 $ 13,533 $ 7,975 Interest expense

Cross-currency swap - effective portion $ ( 39,851 ) $ ( 21,580 ) $ 20,187 Cumulative translation

Derivatives not designated as hedges

Foreign currency forward contracts $ ( 8,213 ) $ 7,553 $ ( 3,041 ) Other-net

Foreign currency balance sheet remeasurement $ ( 1,395 ) $ ( 13,052 ) $ ( 4,701 ) Other-net

Note 13 — Capital shares

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These amounts exclude share repurchases associated with employee equity award exercises and vesting.

Nordson Corporation 60

Notes to Consolidated Financial Statements — (Continued)

Note 14 — Stock-based compensation

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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 $ 4,616 , $ 6,655 and $ 7,265 for 2024, 2023 and 2022, respectively.

Nordson Corporation 63

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes activity related to stock options during 2025:

10 unchanged sentences

Exercisable at October 31, 2025 666 $ 164.53 $ 47,221 3.6 years

Summarized information on currently outstanding options follows:

Range of Exercise Price

$ 126 - $ 190

$ 191 - $ 268

Number outstanding 261 314 280

Weighted-average remaining contractual life, in years 3.0 4.5 7.4

Weighted-average exercise price $ 110.17 $ 154.44 $ 235.04

Number exercisable 261 313 116

Weighted-average exercise price $ 110.15 $ 154.36 $ 227.51

As of October 31, 2025, there was $ 5,217 of total unrecognized compensation cost related to unvested stock options.

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Expected life of the option (in years) 5.0 - 6.3

The weighted-average expected volatility used to value options granted in 2024, 2023 and 2022 was 30.7 percent, 30.6 percent and 30.6 percent, respectively.

Other details regarding stock options as follows:

2025 2024 2023

Recognized compensation expense before tax $ 3,131 $ 4,616 $ 6,655

Income tax benefit associated with stock option exercises $ 1,734 $ 4,568 $ 3,717

Weighted-average expected volatility used to value options granted

30.5 % 30.7 % 30.6 %

Weighted average grant date fair value of stock options granted $ 68.11 $ 79.84 $ 77.99

Intrinsic value of options exercised $ 10,553 $ 35,620 $ 23,706

Cash received from the exercise of stock options $ 9,014 $ 31,067 $ 21,373

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options.

The risk-free interest rate was selected based upon yields of United States Treasury issues with terms equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during 2024, 2023 and 2022 was $ 79.84 , $ 77.99 and $ 78.88 , respectively.

The total intrinsic value of options exercised during 2024, 2023 and 2022 was $ 35,620 , $ 23,706 and $ 15,376 , respectively.

Cash received from the exercise of stock options for 2024, 2023 and 2022 was $ 31,067 , $ 21,373 and $ 12,124 , respectively.

Nordson Corporation 61

Notes to Consolidated Financial Statements — (Continued)

Restricted shares and restricted share units — We may grant restricted shares and/or restricted share units to our employees and directors.

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In the event of a recipient's disability or death, all restricted shares and units granted within 12 months prior to termination fully vest.

Nordson Corporation 64

Notes to Consolidated Financial Statements — (Continued)

Termination for any other reason prior to the lapse of any restrictions or vesting of units results in forfeiture of the shares or units.

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As of October 31, 2025, there was $ 9,289 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 amounts charged to expense related to restricted share units in 2024, 2023 and 2022 were $ 8,853 , $ 8,765 and $ 8,403 , respectively.

Restricted share unit expense increased beginning in 2021 compared to prior years as the granting of restricted share units has generally replaced the granting of stock options for key employees.

Other details regarding restricted share units as follows:

2025 2024 2023

Recognized compensation expense before tax $ 9,408 $ 8,853 $ 8,765

Income tax benefit associated with of awards vested $ 1,252 $ 1,242 $ 2,039

Fair value of awards vested $ 6,875 $ 7,332 $ 9,955

Performance share incentive awards — Executive officers and selected other key employees are eligible to receive common share-based incentive awards.

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The amount of compensation expense is based upon current performance projections and the percentage of the requisite service that has been rendered.

The calculations are based upon the grant date fair value which is principally driven by the stock price on the date of grant or a Monte Carlo valuation for awards with market conditions.

The per share values were $ 229.58 and $ 225.14 for 2024;

$ 231.34 , $ 211.25 and $ 214.51 for 2023;

and $ 260.60 , $ 273.50 and $ 221.94 for 2022.

The amount charged to expense for executive officers and selected other key employees in 2024, 2023 and 2022 were $ 5,070 , $ 6,543 and $ 13,626 , respectively.

As of October 31, 2024, there was $ 6,529 of unrecognized compensation cost related to performance share incentive awards.

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

As of October 31, 2025, there was $ 7,850 of unrecognized compensation cost related to performance share incentive awards, which is expected to be recognized over a weighted average period of 1.5 years.

Nordson Corporation 62

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes activity related to performance share units in 2025:

Units Weighted˗Average Grant Date Fair

Performance share units as October 31,2024 60 $ 230.26

Forfeited ( 7 ) 217.34

Performance adjustments (2)

Vested ( 15 ) 231.34

Performance share units as October 31, 2025 64 $ 215.12

(1) Granted at target performance achievement.

(2) Reflects impact of changes in performance relative to target achievement.

Other details regarding performance share incentive awards as follows:

2025 2024 2023

Recognized compensation expense before tax $ 5,875 $ 5,070 $ 6,543

Income tax benefit associated with of awards vested $ 711 $ 1,072 $ 3,020

Fair value of awards vested $ 3,376 $ 6,509 $ 8,901

Deferred compensation — Our executive officers and other highly compensated employees may elect to defer up to 100 percent of their base pay and cash incentive compensation and, for executive officers, up to 90 percent of their share-based performance incentive award payout each year.

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

Nordson Corporation 65

Notes to Consolidated Financial Statements — (Continued)

The following table summarizes activity related to director deferred compensation share equivalent units during 2025:

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Outstanding at October 31, 2024 65 $ 115.66

Restricted stock units vested 5 $ 215.81

Restricted stock units vested and deferred fees 6 244.50

Dividend equivalents 1 210.16

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Shares reserved for future issuance — At October 31, 2025, there were 1,020 of common shares reserved for future issuance through the exercise of outstanding options or rights .

Nordson Corporation 63

Notes to Consolidated Financial Statements — (Continued)

Note 15 — Operating segments and geographic area data

We conduct business in three primary operating segments.

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

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

The primary measure used by the chief operating decision maker for purposes of making decisions about allocating resources to the segments and assessing performance is operating profit, which equals sales less cost of sales and certain operating expenses.

Items below the operating profit line of the Consolidated Statement 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 Note 1.

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.

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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.

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 and automotive electronics, in-line measurement sensors, gauges and analyzers.

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.

The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker ("CODM"), our President and Chief Executive Officer.

The primary measure used by our CODM for purposes of making decisions about allocating resources to the segments and assessing performance was changed in 2025 from segment operating profit (loss) to segment EBITDA, which equals sales less adjusted cost of sales and adjusted selling and administrative expenses plus depreciation.

Cost of sales and selling and administrative expenses are adjusted for certain special items such as non-recurring cost reduction activities and acquisition related costs, including intangible asset amortization.

The CODM uses segment EBITDA in the annual budgeting and forecasting processes and regularly evaluates segment EBITDA results versus budget, forecast and prior year when making allocation of capital, financial and employee resource decisions.

The accounting policies of the segments are the same as those described in Note 1.

There are no intersegment sales.

Certain expenses are maintained at the corporate level and not allocated to the segments.

These expenses include executive compensation, charitable donations, corporate facilities, and other items that are of a corporate or functional governance nature.

Interest expense-net and other income/expense-net are excluded from the measure of segment profitability reviewed by our CODM and are not presented by operating segment.

No single customer accounted for 10 percent or more of sales in 2025, 2024 or 2023.

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Notes to Consolidated Financial Statements — (Continued)

The following table presents information about our reportable segments:

The following table presents information about our reportable segments, consistent with reporting to our CODM, as further reconciled to consolidated GAAP financial results:

2025 2024 2023

Industrial Precision Solutions $ 1,331,792 $ 1,398,912 $ 1,297,070

Medical and Fluid Solutions 835,385 695,452 660,316

Advanced Technology Solutions 624,510 595,557 671,246

Total segment sales 2,791,687 2,689,921 2,628,632

Adjusted cost of sales

Industrial Precision Solutions ( 521,346 ) ( 566,243 ) ( 533,044 )

Medical and Fluid Solutions ( 419,853 ) ( 344,040 ) ( 325,334 )

Advanced Technology Solutions ( 297,208 ) ( 279,297 ) ( 332,506 )

Total segment adjusted cost of sales ( 1,238,407 ) ( 1,189,580 ) ( 1,190,884 )

Adjusted selling and administrative expenses

Industrial Precision Solutions ( 340,305 ) ( 334,912 ) ( 296,184 )

Medical and Fluid Solutions ( 136,966 ) ( 117,007 ) ( 108,212 )

Advanced Technology Solutions ( 187,421 ) ( 193,298 ) ( 201,275 )

Total segment adjusted selling and administrative expenses ( 664,692 ) ( 645,217 ) ( 605,671 )

Industrial Precision Solutions 23,732 23,012 17,353

Medical and Fluid Solutions 33,118 22,148 19,064

Advanced Technology Solutions 6,708 6,219 7,266

Total segment depreciation 63,558 51,379 43,683

Industrial Precision Solutions 493,873 520,769 485,195

Medical and Fluid Solutions 311,684 256,553 245,834

Advanced Technology Solutions 146,589 129,181 144,731

Total segment EBITDA 952,146 906,503 875,760

Inventory step-up amortization ( 3,135 ) ( 7,703 ) ( 8,862 )

Acquisition related costs ( 2,334 ) ( 13,957 ) ( 19,966 )

Severance and other ( 19,256 ) ( 17,332 ) ( 5,487 )

Divestiture and related charges ( 12,545 ) — —

Depreciation and amortization ( 150,523 ) ( 136,175 ) ( 111,898 )

Corporate expenses ( 52,628 ) ( 57,335 ) ( 56,786 )

Interest expense ( 104,156 ) ( 88,924 ) ( 59,505 )

Interest and investment income 3,051 4,913 2,680

Other - net ( 12,972 ) ( 4,509 ) ( 597 )

Income before taxes $ 597,648 $ 585,481 $ 615,339

Nordson Corporation 65

Notes to Consolidated Financial Statements — (Continued)

The following table presents additional information about our reportable segments:

Industrial Precision Solutions Medical and Fluid Solutions Advanced Technology Solutions Corporate Total

Year ended October 31, 2025

Net external sales $ 1,484,249 $ 695,452 $ 510,220 $ — $ 2,689,921

Depreciation and amortization 56,856 58,061 13,433 7,825 136,175

Operating profit (loss) 470,559 187,731 94,231 ( 78,520 ) 674,001

Identifiable assets (a)

Amortization of intangibles $ 28,762 $ 38,469 $ 12,033 $ — $ 79,264

Identifiable assets (1

1,858,974 2,201,528 738,762 1,118,417

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Year ended October 31, 2024

Net external sales $ 1,391,046 $ 660,316 $ 577,270 $ — $ 2,628,632

Depreciation and amortization 33,228 54,988 15,185 8,497 111,898

Operating profit (loss) 460,889 189,367 101,662 ( 79,157 ) 672,761

Identifiable assets (a)

Amortization of intangibles $ 28,176 $ 35,913 $ 12,883 $ — $ 76,972

Identifiable assets (1)

1,698,627 2,252,483 864,073 1,185,783

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Year ended October 31, 2023

Net external sales $ 1,337,242 $ 690,177 $ 562,859 $ — $ 2,590,278

Depreciation and amortization 27,891 54,674 8,780 8,578 99,923

Operating profit (loss) 434,476 217,199 133,253 ( 82,568 ) 702,360

Identifiable assets (a)

Amortization of intangibles $ 9,731 $ 35,924 $ 14,064 $ — $ 59,719

Identifiable assets (1)

1,732,696 1,532,928 880,675 1,105,471

Property, plant and equipment expenditures 8,854 15,716 4,612 5,401 34,583

(a) Operating segment identifiable assets include notes and accounts receivable net of allowance for doubtful accounts, inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill.

(1) Operating segment identifiable assets include notes and accounts receivable net of allowance for doubtful accounts, inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill.

Corporate assets are principally cash and cash equivalents, deferred income taxes, leases, headquarter facilities and intangible assets.

We have significant sales and long-lived assets in the following geographic areas:

We have significant net sales, measured based on their geographic destination, and long-lived assets in the following geographic areas:

2025 2024 2023

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Total long-lived assets $ 594,392 $ 638,227 $ 499,022

Net external sales in the United States were $ 922,733 , $ 899,421 and $ 888,405 for 2025, 2024 and 2023, respectively.

Long-lived assets include property, plant and equipment - net and operating right of use lease assets.

A reconciliation of total assets for reportable segments to total consolidated assets is as follows:

2024 2023 2022

Total identifiable assets for reportable segments $ 6,075,111 $ 5,312,646 $ 3,881,900

Eliminations ( 74,145 ) ( 60,876 ) ( 61,525 )

Total consolidated assets $ 6,000,966 $ 5,251,770 $ 3,820,375

Nordson Corporation 67

Notes to Consolidated Financial Statements — (Continued)

Long-lived assets in the U.S.

were $ 424,845 , $ 447,130 and $ 310,781 for 2025, 2024 and 2023, respectively.

Note 16 — Supplemental information for the statement of cash flows

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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 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.

We have voluntarily agreed with the City of New Richmond, Wisconsin and other Potentially Responsible Parties to share costs associated with the remediation of the City of New Richmond municipal landfill (the “Site”) and the construction of a potable water delivery system serving the impacted area down gradient of the Site.

At October 31, 2024 and October 31, 2023, our accrual for the ongoing operation, maintenance and monitoring obligation at the Site was $ 181 and $ 231 , respectively.

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

The accuracy of our estimate of environmental liability is affected by several uncertainties such as additional requirements that may be identified in connection with remedial activities, the complexity and evolution of environmental laws and regulations, and the identification of presently unknown remediation requirements.

Consequently, our liability could be greater than our current estimate.

However, we do not expect that the costs associated with remediation will have a material adverse effect on our financial condition or results of operations.

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.

Nordson Corporation 66

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Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework ("2013 framework"), Nordson’s management assessed the effectiveness of our internal control over financial reporting as of October 31, 2025.

We completed the acquisition of Atrion Corporation and its subsidiaries ("Atrion") on August 21, 2024.

As permitted by SEC guidance, the scope of our evaluation of internal control over financial reporting as of October 31, 2024 did not include the internal control over financial reporting of Atrion.

The results of Atrion are included in our consolidated financial statements from the date the business was acquired.

The total assets of the Atrion represented 14% of our total assets at October 31, 2024.

The net revenues represented 1% of consolidated revenues for the year ended October 31, 2024 and the net income for the year ended October 31, 2024 did not have a material impact on the Company’s operations .

Based on our assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2025.

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In our opinion, Nordson Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, 2025, based on the COSO criteria.

As indicated in the accompanying Management’s Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Atrion Corporation and its subsidiaries (Atrion), which is included in the 2024 consolidated financial statements of the Company and constitu ted 14% of total assets as of October 31, 2024 and 1% of total revenues for the year then ended.

Net income for the year then ended did not have a material impact on the Company’s operations.

Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Atrion.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2024 and 2023, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended October 31, 2024, and the related notes and schedule listed in the Index at Item 15(a) and our report dated December 18, 2024 expressed an unqualified opinion thereon.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2025 and 2024, the related consolidated state ments of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended October 31, 2025, and the related notes and our report dated December 17, 2025 expressed an unqualified opinion thereon.

Basis for Opinion

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Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Nordson Corporation (the Company) as of October 31, 2024 and 2023 , the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended October 31, 2024 , and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

We have audited the accompanying consolidated balance sheets of Nordson Corporation (the Company) as of October 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended October 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2025, in conformity with U.S.

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Auditing management’s annual goodwill impairment assessment relating to goodwill was complex due to the use of valuation methodologies in the determination of the estimated fair values of the reporting units.

These fair value estimates are impacted by assumptions such as discount rates, revenue growth rates, and operating margins which are affected by expectations about future market or economic conditions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process whereby the Company develops assumptions that are used as inputs to the annual goodwill impairment tests.

This included controls over management's review of the valuation models and the assumptions, described above.

To test the implied fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodologies, testing the assumptions, and testing the completeness and accuracy of the underlying data.

We involved our internal valuation specialists in assessing the fair value methodologies applied and evaluating the reasonableness of certain assumptions selected by management.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of assumptions to evaluate the changes in the fair value of the reporting units that would result from changes in the assumptions.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process.

This included controls over management's review of the valuation methodology and models, including sensitivities performed on the related inputs, such as revenue growth rates, operating margins and discount rates, to understand their impact on the related fair value estimates.

To test the implied fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodologies and testing the completeness and accuracy of the underlying data utilized in the models.

We involved our internal valuation specialists in assessing the fair value methodologies applied.

We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of inputs to the models, such as revenue growth rates, operating margins and discount rates, to evaluate the changes in the fair value of the reporting units that would result from changes in the inputs.

We tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company.

7 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 8. Financial Statements and Supplementary Data