What changed in this filing

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Item 1. Financial Statements

2026-02-19 compared with 2025-08-21 · 232 added, 459 removed, 334 unchanged (67% of the section changed)

1 unchanged sentence

Condensed Consolidated Statements of Income

Three Months Ended Nine Months Ended

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

Three Months Ended

(In thousands, except for per share data) January 31, 2026 January 31, 2025

Sales $ 669,461 $ 615,420

Operating costs and expenses:

Cost of sales 303,339 279,524

Selling and administrative expenses 199,717 194,949

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

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

Operating profit 166,405 140,947

Other income (expense):

Interest expense ( 23,131 ) ( 26,559 )

Interest and investment income 390 941

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

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

Other income - net 20,837 1,526

Income before income taxes 164,501 116,855

Income taxes 33,340 32,107 81,909 92,293

Income tax expense 31,119 22,203

Net income $ 133,382 $ 94,652

6 unchanged sentences

Consolidated Statements of Comprehensive Income

Three Months Ended Nine Months Ended

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

Three Months Ended

(In thousands) January 31, 2026 January 31, 2025

Net income $ 133,382 $ 94,652

Components of other comprehensive income (loss):

Foreign currency translation adjustments 4,973 8,096 48,899 19,419

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

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

Foreign currency translation and related hedging adjustments 42,959 ( 51,679 )

Pension and postretirement benefit plans 295 512

Total other comprehensive income 43,254 ( 51,167 )

5 unchanged sentences

Current assets:

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Cash and cash equivalents $ 120,392 $ 108,442

2 unchanged sentences

Prepaid expenses and other current assets 108,558 101,752

Assets held for sale 39,583 —

Total current assets 1,251,671 1,242,851

5 unchanged sentences

Other assets 102,965 82,920

Total assets $ 6,009,713 $ 6,000,966

$ 5,960,922 $ 5,917,681

Liabilities and shareholders' equity

7 unchanged sentences

Finance lease liability - current 5,984 5,892

Liabilities held for sale 10,807 —

Total current liabilities 460,049 758,260

Long-term debt 1,943,182 1,681,254

Operating lease liability - noncurrent 67,675 80,818

Deferred income taxes 194,321 192,186

Operating lease liability - noncurrent 56,747 64,451

Postretirement obligations 43,548 43,786

9 unchanged sentences

Total shareholders' equity 3,112,106 3,043,571

Total liabilities and shareholders' equity $ 6,009,713 $ 6,000,966

$ 5,960,922 $ 5,917,681

See accompanying notes.

1 unchanged sentence

Consolidated Statements of Shareholders’ Equity

Nine Months Ended July 31, 2025

Three Months Ended January 31, 2026

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

12 unchanged sentences

Net income — — 133,382 — — 133,382

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — ( 51,679 ) — ( 51,679 )

Defined benefit pension and post-retirement

plan adjustments — — — 512 — 512

Other comprehensive income — — — 43,254 — 43,254

January 31, 2026 $ 12,253 $ 762,137 $ 4,688,200 $ ( 57,203 ) $ ( 2,293,281 ) $ 3,112,106

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

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

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

Dividends declared ($ 0.78 per share)

— — ( 44,335 ) — — ( 44,335 )

Net income — — 112,404 — — 112,404

Other Comprehensive Income (Loss):

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

Defined benefit pension and post-retirement

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

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

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

Nine Months Ended July 31, 2024

Three Months Ended January 31, 2025

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

12 unchanged sentences

Net income — — 94,652 — — 94,652

Other Comprehensive Income (Loss):

Foreign currency translation adjustments — — — 43,943 — 43,943

Defined benefit pension and post-retirement

plan adjustments — — — ( 459 ) — ( 459 )

Other comprehensive loss — — — ( 51,167 ) — ( 51,167 )

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

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

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

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

Dividends declared ($ 0.68 per share)

— — ( 38,941 ) — — ( 38,941 )

Net income — — 118,217 — — 118,217

Other Comprehensive Income (Loss):

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

Defined benefit pension and post-retirement

plan adjustments — — — 19 — 19

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

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

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

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

Dividends declared ($ 0.68 per share)

— — ( 38,993 ) — — ( 38,993 )

Net income — — 117,327 — — 117,327

Other Comprehensive Income (Loss):

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

Defined benefit pension and post-retirement

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

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

See accompanying notes.

1 unchanged sentence

Condensed Consolidated Statements of Cash Flows

(In thousands) Nine Months Ended

(In thousands) Three Months Ended

Cash flows from operating activities:

July 31, 2025 July 31, 2024

January 31, 2026 January 31, 2025

Net income $ 133,382 $ 94,652

3 unchanged sentences

Deferred income taxes 5,620 ( 2,223 )

Other non-cash expense 2,009 3,698

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

Divestiture and related charges 12,211 —

Other non-cash (income) expense ( 21,410 ) 584

(Gain) loss on sale of property, plant and equipment ( 776 ) 166

Changes in operating assets and liabilities and other ( 17,864 ) 24,279

9 unchanged sentences

Repayment of finance lease obligations ( 1,616 ) ( 1,320 )

Issuance of common shares in treasury 5,419 29,142

Issuance of common shares 18,795 1,001

Purchase of treasury shares ( 86,001 ) ( 60,098 )

8 unchanged sentences

Notes to Condensed Consolidated Financial Statements

July 31, 2025

January 31, 2026

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

8 unchanged sentences

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included.

Operating results for the nine months ended July 31, 2025 are not necessarily indicative of the results that may be expected for the full year.

Operating results for the three months ended January 31, 2026 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, 2025.

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 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.

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

Revenues deferred as of January 31, 2026 and October 31, 2025 were not material.

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.

3 unchanged sentences

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

Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material as of July 31, 2025 and October 31, 2024.

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

Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues for the periods ended January 31, 2026 and October 31, 2025.

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

2 unchanged sentences

While payment terms and conditions vary by contract type, we have determined that our contracts generally do not include a significant financing component.

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

We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a significant portion of these costs are incurred prior to transfer of control to the customer.

We have also elected to apply the practical expedient to expense sales commissions as they are incurred, as the amortization period resulting from capitalizing the

Nordson Corporation

significant portion of these costs are incurred prior to transfer of control to the customer.

We have also elected to apply the practical expedient to expense sales commissions as they are incurred, as the amortization period resulting from capitalizing the costs is one year or less.

costs is one year or less.

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

8 unchanged sentences

Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive.

Options excluded from the calculation of diluted earnings per share for the three months ended 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.

Options for 73 a nd 193 common shares were excluded from the calculation of diluted earnings per share for the three months ended January 31, 2026 and 2025, respectively, because their effect would have been anti-dilutive .

Under the 2021 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods.

Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.

Recently issued accounting standards

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

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

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.

See Operating Segments Note.

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

Improvements to Income Tax Disclosures .

ASU 2023-09 is intended to improve income tax disclosure requirements by requiring specific disclosure in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold.

ASU 2023-09 is intended to improve income tax disclosure requirements by requiring specific disclosure in the rate reconciliation and additional infor mation for reconciling items that meet a quantitative threshold.

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 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 its Annual Report on Form 10-K for the year ending October 31, 2026.

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

Reporting Comprehensive Income.

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

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

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

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

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

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

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

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

2 unchanged sentences

Operating results since the respective dates of acquisitions are included in the Condensed Consolidated Statements of Income.

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

Nordson Corporation

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

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

Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and operates within our MFS segment.

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

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

Goodwill associated with the acquisition was not tax deductible.

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

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

The assets and liabilities acquired were as follows:

August 21, 2024

Cash $ 24,428

Receivables - net 20,883

Inventories - net 64,801

Goodwill 494,279

Intangibles 129,600

Other assets 157,473

Total Assets $ 891,464

Accounts payable $ 25,587

Deferred income taxes 31,221

Other liabilities 20,232

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.

Our primary allowance for credit losses is the allowance for doubtful accounts, which is principally determined based on aging of receivables.

Receivables are exposed to credit risk based on the customers' ability to pay which is influenced by, among other factors, their financial liquidity.

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We may also require prepayments or bank guarantees from customers to mitigate credit risk.

Our receivables are generally short-term in nature with a majority of receivables outstanding less than 90 days.

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

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.

Our receivables are generally short-term

Nordson Corporation

in nature with a majority of receivables outstanding less than 90 days.

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

Accounts receivable are net of an allowance for credit losses of $ 6,504 a nd $ 7,408 o n January 31, 2026 and October 31, 2025, respectively.

Provision income was $ 589 for the three months ended January 31, 2026 co mpared to provision income of $ 382 for the three months ended January 31, 2025.

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

Components of inventories were as follows:

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Finished goods $ 243,587 $ 234,710

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Components of property, plant and equipment were as follows:

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Land $ 32,761 $ 32,579

6 unchanged sentences

1,214,194 1,190,520

Accumulated depreciation and amortization ( 663,421 ) ( 637,764 )

Accumulated depreciation ( 692,686 ) ( 673,606 )

$ 521,508 $ 516,914

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.

Depreciation expense was $ 17,016 and $ 17,720 for the three months ended January 31, 2026 and 2025, respectively.

Goodwill and other intangible assets

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

Solutions Total

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 for th e three months ended January 31, 2026 by operating segment :

IPS MFS ATS Total

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

Other — ( 10,565 ) — ( 10,565 )

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

Currency effect 23,125 1,163 3,271 27,559

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.

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

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

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

Balance at January 31, 2026 $ 1,233,491 $ 1,648,631 $ 450,122 $ 3,332,244

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.

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

July 31, 2025

Information regarding intangible assets subject to amortization:

January 31, 2026

Amount Accumulated

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Total $ 1,313,309 $ 631,722 $ 681,587

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.

Amortization expense for the three months ended January 31, 2026 and 2025 was $ 19,569 and $ 19,311 , respectively.

Pension and other postretirement plans

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

International

Three Months Ended 2025 2024 2025 2024

Service cost $ 2,531 $ 2,507 $ 250 $ 231

Interest cost 4,691 4,752 675 688

Expected return on plan assets ( 6,609 ) ( 6,652 ) ( 683 ) ( 417 )

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

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

Settlement loss — 56 — —

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

The components of net periodic pension costs for the three months ended January 31, 2026 and 2025 were:

International

Nine Months Ended 2025 2024 2025 2024

2026 2025 2026 2025

Service cost $ 2,062 $ 2,531 $ 133 $ 232

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Amortization of net actuarial (gain) loss 1,051 474 ( 86 ) ( 67 )

Settlement loss — 56 — —

Total benefit cost $ 1,048 $ 1,087 $ 102 $ 148

Nordson Corporation

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

Service cost $ 59 $ 70

Interest cost 657 754

Amortization of net actuarial gain ( 127 ) ( 147 )

Total benefit cost (income) $ 589 $ 677

Nine Months Ended 2025 2024

The components of other postretirement benefit costs, for plans in the United States, for the three months ended January 31, 2026 and 2025:

Service cost $ 35 $ 59

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Amortization of net actuarial gain ( 413 ) ( 126 )

Total benefit cost (income) $ 1,750 $ 2,030

Total benefit cost $ 144 $ 583

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

Nordson Corporation

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

The effective tax rate for the three months ended 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.

The effective tax rate for the three months ended January 31, 2026 and 2025 was 18.9 % and 19.0 %, respectively.

The effective tax rate for the three months ended January 31, 2026 was 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.

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.

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

While several provisions under the OBBBA begin to take effect during the Company’s fiscal year ended October 31, 2026, the OBBBA did not have a material impact on the Company’s consolidated financial statements in the three months ended January 31, 2026.

The Company will continue to assess the impact of the OBBBA for the year ending October 31, 2026.

The OBBBA is not expected to have a material impact on the effective tax rate.

Accumulated other comprehensive income (loss)

The components of accumulated other comprehensive income (loss), including adjustments for items that are reclassified from accumulated other comprehensive loss to net income, are shown below.

adjustments Pension and

Changes in accumulated other comprehensive income (AOCI) consisted of:

translation and related hedging instruments Pension and

postretirement

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Balance at October 31, 2025 (1)

Pension and other postretirement plan adjustments, net of tax of $ 99

Foreign currency translation adjustments (a)

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

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

During the 2021 Annual Meeting of Shareholders, our shareholders approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the "2021 Plan") as the successor to the Amended and Restated 2012 Stock Incentive and Award Plan (the "2012 Plan").

The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, cash awards and other stock or performance-based incentives.

A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that remained available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan.

As of July 31, 2025, a total of 2,081 common shares were available to be granted under the 2021 Plan.

Stock Options

Nonqualified or incentive stock options may be granted to our employees and directors.

Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant.

Vesting accelerates upon a qualified termination in connection with a change in control.

In the event of termination of employment due to early retirement or normal retirement at age 65 , options granted within 12 months prior to termination are forfeited, and vesting continues postretirement for all other unvested options granted.

In the event of disability or death, all unvested stock options granted within 12 months prior to termination fully vest.

Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances.

The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting dat e.

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 $ 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-

Exercise Price

Per Share Aggregate

Intrinsic Value Weighted

Outstanding at October 31, 2024 855 $ 167.26

Granted 60 209.73

Exercised ( 52 ) 118.73

Forfeited or expired ( 10 ) 224.68

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 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:

Nine Months Ended July 31, 2025 July 31, 2024

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

Expected dividend yield 1.51 % - 1.51 % 1.15 % - 1.20 %

Risk-free interest rate 4.43 % - 4.48 % 4.22 % - 4.52 %

Expected life of the option (in years) 5.0 - 6.3 5.0 - 6.2

The weighted-average expected volatility used to value the 2025 and 2024 options was 30.5 % and 30.7 %, respectively.

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 U.S.

Treasury issues with a term equal to the expected life of the option being valued.

The weighted average grant date fair value of stock options granted during the nine months ended July 31, 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

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

These shares or units may not be transferred for a designated period of time (generally one to three years ) defined at the date of grant.

We may also grant continuation awards in the form of restricted share units with cliff vesting and a performance measure that must be achieved for the restricted share units to vest.

For employee recipients, in the event of termination of employment due to early retirement, with the consent of the Company, restricted shares and units granted within 12 months prior to termination are forfeited, and other restricted shares and units vest on a pro-rata basis, subject to the consent of the Compensation Committee.

In the event of termination of employment due to normal retirement at age 65 , restricted shares and units granted within 12 months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee.

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

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

For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director.

Termination of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units.

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 nine months ended July 31, 2025:

Number of Units Weighted-Average

Restricted share units at October 31, 2024 67 $ 238.83

Granted 49 237.24

Forfeited ( 9 ) 228.11

Vested ( 28 ) 247.34

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

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

Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods.

No payout will occur unless threshold performance is achieved.

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.

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

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 payout each year.

Additional share units are credited for quarterly dividends paid on our common shares.

Expense related to dividends paid under this plan for the three months ended July 31, 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

Non-employee directors may defer all or part of their cash and equity-based compensation until retirement.

Cash compensation may be deferred as cash or as share equivalent units.

Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity.

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

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

Number of Shares Weighted-Average

Outstanding at October 31, 2024 65 $ 115.66

Restricted stock units vested and deferred fees 1 $ 235.65

Dividend equivalents 1 206.43

Distributions ( 2 ) 77.63

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.

Other comprehensive income before reclassification adjustments 36,775 ( 131 ) 36,644

Reclassifications from AOCI to Statement of Income (2)

Tax impact 6,184 ( 124 ) 6,060

Balance at January 31, 2026 (1)

$ ( 7,559 ) $ ( 49,644 ) $ ( 57,203 )

(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.

See Pension and other postretirement plans Note.

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

3 unchanged sentences

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

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

July 31, 2025 July 31, 2024

Following is a reconciliation of the product warranty liability for the three months ended January 31, 2026 and 2025:

Beginning balance at October 31 $ 13,900 $ 13,538

1 unchanged sentence

Warranty payments ( 2,854 ) ( 2,856 )

Currency effect 290 ( 209 )

Currency adjustments 233 ( 351 )

Ending balance $ 14,301 $ 11,927

Nordson Corporation

Operating segments

We conduct business in three p rimary operating segments:

IPS, MFS and ATS.

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

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

Items below the operating profit line of the Condensed Consolidated Statements of Income (interest and investment income, interest expense and other income/expense ) are excluded from the measure of segment profitability reviewed by our chief operating decision maker and are not presented by operating segment.

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

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

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

Industrial Precision Solutions:

1 unchanged sentence

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

Components are used for

Nordson Corporation

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

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

The following table presents information about our segments:

Three Months Ended Industrial

Solutions Medical and Fluid Solutions Advanced

Solutions Corporate Total

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

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

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

July 31, 2024

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

Operating profit (loss) 340,043 143,467 65,029 ( 53,430 ) 495,109

We had significant sales in the following geographic regions:

Three Months Ended Nine Months Ended

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

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

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 is 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 our Significant accounting policies Note.

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.

Nordson Corporation

The following table presents information about our reportable segments as further reconciled to consolidated GAAP financial results:

Three Months Ended

January 31, 2026 January 31, 2025

Industrial Precision Solutions $ 326,861 $ 300,448

Medical and Fluid Solutions 193,183 193,609

Advanced Technology Solutions 149,417 121,363

Total segment sales 669,461 615,420

Adjusted cost of sales

Industrial Precision Solutions ( 134,755 ) ( 113,147 )

Medical and Fluid Solutions ( 96,555 ) ( 103,369 )

Advanced Technology Solutions ( 72,029 ) ( 54,859 )

Total segment adjusted cost of sales ( 303,339 ) ( 271,375 )

Adjusted selling and administrative expenses

Industrial Precision Solutions ( 87,750 ) ( 80,169 )

Medical and Fluid Solutions ( 34,261 ) ( 34,612 )

Advanced Technology Solutions ( 46,375 ) ( 45,317 )

Total segment adjusted selling and administrative expenses ( 168,386 ) ( 160,098 )

Industrial Precision Solutions 5,955 5,644

Medical and Fluid Solutions 7,840 8,704

Advanced Technology Solutions 1,587 1,584

Total segment depreciation 15,382 15,932

Industrial Precision Solutions 110,311 112,776

Medical and Fluid Solutions 70,206 64,332

Advanced Technology Solutions 32,600 22,771

Total segment EBITDA 213,117 199,879

Inventory step-up amortization — ( 3,135 )

Acquisition related costs — ( 1,030 )

Severance and other — ( 5,961 )

Depreciation and amortization ( 36,585 ) ( 37,030 )

Corporate expenses ( 10,127 ) ( 11,776 )

Interest expense ( 23,131 ) ( 26,559 )

Interest and investment income 390 941

Other - net 20,837 1,526

Income before taxes $ 164,501 $ 116,855

Nordson Corporation

The following table presents additional information about our reportable segments for the three months ended or period ended:

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

January 31, 2026

Amortization of intangibles $ 7,520 $ 9,671 $ 2,378 $ — $ 19,569

Identifiable assets (1)

1,881,578 2,187,997 747,941 1,143,406 5,960,922

Property, plant and equipment expenditures 3,265 5,325 8,717 206 17,513

January 31, 2025

Amortization of intangibles $ 6,810 $ 9,437 $ 3,064 $ — $ 19,311

Identifiable assets (1)

1,737,555 2,240,225 734,046 1,159,700 5,871,526

Property, plant and equipment expenditures 5,070 9,330 2,124 4,875 21,399

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

January 31, 2026 January 31, 2025

Net external sales for three months ended

Americas $ 261,930 $ 267,836

2 unchanged sentences

Total net external sales $ 669,461 $ 615,420

Long-lived assets

Americas $ 421,462 $ 465,600

Europe 108,566 103,813

Asia Pacific 61,238 56,849

Total long-lived assets $ 591,266 $ 626,262

Net external sales in the United States were $ 198,523 for the three months ended January 31, 2026 and $ 208,820 for the three months ended January 31, 2025.

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

Long-lived assets in the U.S.

were $ 412,713 and $ 450,029 as of January 31, 2026 and 2025, respectively.

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 $ 7,335 and $ 13,996 , at January 31, 2026 and October 31, 2025, respectively.

Adjustments (upward or downward) and impairment losses, if any, are recognized in earnings within Other-net and were not material for fiscal 2026 and 2025.

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.

In December 2025, one of the Company's minority interest investments was publicly listed on a foreign stock exchange.

The fair value of this investment is included in Other assets on the Consolidated Balance Sheets and was $ 29,238 as of January 31, 2026.

The unrealized gain of $ 22,238 for the three months ended January 31, 2026 was included in Other-net in the Condensed Consolidated Statements of Income.

Nordson is contractually restricted from selling any shares in this investment until December 2028 and there are no circumstances that could cause this restriction to lapse earlier.

Nordson Corporation

Fair value measurements

3 unchanged sentences

Unobservable inputs that are not corroborated by market data.

Nordson Corporation

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

July 31, 2025 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

$ 4,274 $ — $ 4,274 $ —

Interest rate swaps (b)

8,662 — 8,662 —

Net investment contracts (c)

4,153 — 4,153 —

Total assets at fair value $ 17,089 $ — $ 17,089 $ —

Deferred compensation plans (d)

January 31, 2026 Total Level 1 Level 2 Level 3

Net derivative contracts (1)

$ ( 59,465 ) $ — $ ( 59,465 ) $ —

Interest rate swaps (b)

Net investment contracts (c)

Deferred compensation plans (2)

( 13,356 ) — ( 13,356 ) —

Foreign currency forward contracts (a)

Minority interest investment (3)

29,238 29,238 — —

Total liabilities at fair value $ 77,183 $ — $ 77,183 $ —

October 31, 2025 Total Level 1 Level 2 Level 3

Foreign currency forward contracts (a)

$ 3,332 $ — $ 3,332 $ —

Net investment contracts (c)

6,049 — 6,049 —

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

Deferred compensation plans (d)

$ 9,615 $ — $ 9,615 $ —

Net investment contracts (c)

Net derivative contracts (1)

$ ( 55,367 ) $ — $ ( 55,367 ) $ —

Foreign currency forward contracts (a)

Deferred compensation plans (2)

( 11,885 ) — ( 11,885 ) —

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

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

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

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

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

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

The notional amount of our net investment hedge contracts as of July 31, 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.

(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 Derivative financial instruments note for balance sheet classification of derivatives.

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

Deferrals can be allocated to various market performance measurement funds.

Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.

The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables, accounts payable and notes payable, are shown in the table below.

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

July 31, 2025

Carrying Amount Fair Value

(3) Refer to Investments note for additional details.

The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables and accounts payable are shown in the table below.

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

January 31, 2026 October 31, 2025

Carrying Amount Fair Value Carrying Amount Fair Value

Long-term debt (including current portion) $ 1,984,051 $ 2,041,426 $ 1,996,254 $ 2,038,869

Nordson Corporation

Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy.

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

The carrying amount of long-term debt is shown net of unamortized debt issuance costs and bond discounts as described in the Long-term debt Note.

Derivative financial instruments

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

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

Foreign Currency Forward Contracts

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

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.

3 unchanged sentences

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 Condensed Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position.

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

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 July 31, 2025 and 2024:

July 31, 2025 contract amounts:

Notional Sell Amounts Notional Buy Amounts

Euro $ 162,281 $ 263,630

British pound 19,819 193,734

Japanese yen 21,252 31,532

Mexican Peso 3,413 32,467

Hong Kong dollar 1,344 1,887

Singapore dollar 600 27,122

Australian dollar 1,100 10,111

Taiwan Dollar — 8,000

Others 5,621 76,630

Total $ 215,430 $ 645,113

July 31, 2024 contract amounts:

Notional Sell Amounts Notional Buy Amounts

Euro $ 124,144 $ 144,557

British pound 17,187 138,240

Mexican Peso 50 32,714

Japanese yen 18,113 26,580

Hong Kong dollar — 1,942

Singapore dollar 2,391 22,735

Australian dollar — 9,630

Taiwan Dollar — 8,000

Others 3,425 71,755

Total $ 165,310 $ 456,153

Nordson Corporation

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

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

2 unchanged sentences

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

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 (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.

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.

As of January 31, 2026 and 2025, there were no significant concentrations of credit risk.

Nordson Corporation

Net Investment Hedges

1 unchanged sentence

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

As of July 31, 2025, 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 Sheet until the sale or substantial liquidation of the underlying investments.

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

Net investment contracts $ 4,153 $ — $ 332 $ 57,122

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, SOFR, with the objective of minimizing the cost of borrowed funds.

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

2 unchanged sentences

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

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

A loss of $ 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.

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:

1 unchanged sentence

Interest rate swaps $ 300,000 $ 9,131 $ 309,131

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

January 31, 2026 Notional Amount $ Prepaid and other current assets Other assets Accrued liabilities Other long-term liabilities Type of hedge

Derivatives designated as hedges:

Cross-currency swap $ 928,098 $ 3,839 $ — $ 10,041 $ 75,583 Net investment

Interest rate swap 300,000 1,396 7,735 — — Fair value

Derivatives not designated as hedges:

Foreign currency forward contracts 1,036,125 14,704 — 1,515 —

Total $ 19,939 $ 7,735 $ 11,556 $ 75,583

Nordson Corporation

October 31, 2025 Notional Amount $ Prepaid 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 $ 73 $ — $ 10,675 $ 676 $ 61,725 Net investment

Interest rate swap 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

Gain (Loss) Recognized Location

January 31, 2026 January 31, 2025

Derivatives designated as hedges:

Interest rate swaps $ ( 2,355 ) $ 2,986 Interest expense

Hedged item $ 2,355 $ ( 2,986 ) Interest expense

Cross-currency swap - interest component $ 3,628 $ 3,737 Interest expense

Cross-currency swap - effective portion $ ( 26,560 ) $ 37,038 Cumulative translation

Derivatives not designated as hedges

Foreign currency forward contracts $ 23,579 $ ( 4,363 ) Other-net

Foreign currency balance sheet remeasurement $ ( 25,873 ) $ 4,694 Other-net

Long-term debt

A summary of long-term debt is as follows:

July 31, 2025 October 31, 2024

January 31, 2026 October 31, 2025

Notes Payable $ 4,312 $ —

Revolving credit agreement, due 2031 400,000 —

Revolving credit agreement, due 2028 — 135,000

Term loan due 2026 — 265,000

1 unchanged sentence

Senior notes, due 2026-2030 130,000 130,000

Senior notes, due 2025-2030 130,000 190,000

5.600% Notes due 2028 350,000 350,000

7 unchanged sentences

Long-term maturities $ 1,943,182 $ 1,681,254

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

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

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

The Revolving Facility permits borrowing in U.S.

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

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

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

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).

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

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.

Nordson Corporation

Revolving credit agreement — In January 2026, we entered into a $ 1,200,000 senior unsecured multicurrency revolving credit facility with a group of banks, maturing in January 2031 (the “Revolving Credit Agreement”), which amended and restated the Company’s previous unsecured senior credit agreement, dated June 6, 2023, that included a term loan facility in the aggregate principal amount of $ 300,000 , maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $ 922,500 , maturing in June 2028.

The Company borrowed and had $ 400,000 outstanding on the Revolving Credit Agreement as of January 31, 2026.

The Revolving Credit Agreement permits borrowing in U.S.

Dollars, Euros, Sterling, Swiss Francs, Singapore Dollars, Japanese Yen, and each other currency approved by the Revolving Agent and the Revolving Credit Banks (each as defined in the Revolving Credit Agreement).

Loans under the Revolving Credit Agreement bear interest at the sum of (i) either a base rate or, depending on the currency, a SOFR rate, EURIBOR rate, TIBOR rate, SORA rate, SONIA rate or SARON rate (each as defined in the Revolving Credit Agreement) plus (ii) an applicable margin.

The applicable margin is based on either the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or then current Debt Rating (as defined in the Revolving Credit Agreement).

The weighted-average interest rate at January 31, 2026 was 4.69 %.

Senior notes, due 2026-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of 0.99 years.

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

The weighted-average interest rate at January 31, 2026 was 3.19 %.

Senior notes, due 2026-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies have a remaining weighted-average life of 2.39 years.

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

The weighted-average interest rate at January 31, 2026 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 July 31, 2025, and the amount we could borrow would not have been limited by any debt covenants.

Nordson Corporation

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

We were in compliance with all covenants at January 31, 2026, and the amount we could borrow would not have been limited by any debt covenants.

Contingencies

We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business.

Including the environmental matter discussed below, after consultation with legal counsel, we do not believe that losses in excess of the amounts we have accrued would have a material adverse effect on our financial condition, quarterly or annual operating results or cash flows.

Environmental

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

As of July 31, 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.

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

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