What changed in this filing

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Item 2. Management’s Discussion and Analysis

2026-02-19 compared with 2025-08-21 · 63 added, 134 removed, 73 unchanged (73% of the section changed)

10 unchanged sentences

Our products are marketed through a network of direct operations in more than 35 countries.

As of July 31, 2025, we had approximately 7,700 employees worldwide.

We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Michigan, Minnesota, Pennsylvania, Rhode Island, Tennessee, Florida, Texas, Alabama, South Carolina and Wisconsin;

as well as in the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.

As of January 31, 2026, we had approximately 8,200 employees worldwide.

We have principal manufacturing operations and sources of supply in the United States, the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.

Critical Accounting Policies and Estimates

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There have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended October 31, 2025.

Nordson Corporation

Results of Operations

Below is a detailed comparison of our results of operations for the three and nine months ended July 31, 2025 and July 31, 2024.

Below is a detailed comparison of our results of operations for the three months ended January 31, 2026 and January 31, 2025.

As used throughout this Quarterly Report on Form 10-Q, geographic regions include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific and Europe.

Consolidated Financial Results

Consolidated financial results for the three months ended July 31, 2025 and July 31, 2024 were as follows:

Consolidated financial results for the three months ended January 31, 2026 and January 31, 2025 were as follows:

Three Months Ended

(In thousands except for per-share amounts) July 31, 2025 July 31, 2024 Change

Sales $ 741,509 $ 661,604 12.1 %

Cost of sales 334,992 292,603 14.5 %

Gross margin 406,517 369,001 10.2 %

Gross margin % 54.8 % 55.8 % (1.0) %

Selling and administrative expenses 206,539 201,943 2.3 %

Divestiture and related charges 12,211 — 100.0 %

Operating profit 187,767 167,058 12.4 %

Interest expense (26,258) (18,803) 39.6 %

Interest and investment income 560 1,027 (45.5) %

Other - net (2,945) 152 (2037.5) %

Income before income taxes 159,124 149,434 6.5 %

Income tax expense 33,340 32,107 3.8 %

Net income $ 125,784 $ 117,327 7.2 %

Consolidated financial results for the nine months ended July 31, 2025 and July 31, 2024 were as follows:

Nine Months Ended

(In thousands except for per-share amounts) July 31, 2025 July 31, 2024 Change

(In thousands except for per-share amounts) January 31, 2026 January 31, 2025 Change

Sales $ 669,461 $ 615,420 8.8 %

3 unchanged sentences

Selling and administrative expenses 199,717 194,949 2.4 %

Divestiture and related charges 12,211 — 100.0 %

Operating profit 166,405 140,947 18.1 %

Interest expense (79,389) (60,354) 31.5 %

Interest and investment income 2,054 3,625 (43.3) %

Other - net (5,380) (971) 454.1 %

Interest expense - net (22,741) (25,618) (11.2) %

Other income - net 20,837 1,526 1265.5 %

Income before income taxes 164,501 116,855 40.8 %

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Three Months Ended Variance - Increase (Decrease)

Jul 31, 2025 % of Total Jul 31, 2024 % of Total Organic Acquisitions Currency Total

IPS $ 350,784 47.3% $ 348,997 52.8% (2.0) % — % 2.5 % 0.5 %

MFS 219,465 29.6% 166,737 25.2% (0.4) % 31.0 % 1.0 % 31.6 %

ATS 171,260 23.1% 145,870 22.0% 14.6 % — % 2.8 % 17.4 %

Total $ 741,509 $ 661,604 2.1 % 7.8 % 2.2 % 12.1 %

Nine Months Ended Variance - Increase (Decrease)

Jul 31, 2025 % of Total Jul 31, 2024 % of Total Organic Acquisitions Currency Total

Jan 31, 2026 % of Total Jan 31, 2025 % of Total Organic Acquisitions / Divestitures Currency Total

IPS $ 326,861 48.8% $ 300,448 48.8% 3.2 % — % 5.6 % 8.8 %

2 unchanged sentences

Total $ 669,461 $ 615,420 6.5 % (1.4) % 3.7 % 8.8 %

Three Months Ended July 31, 2025

The IPS organic sales decrease of 2.0 percent was driven by weaker systems demand in polymer processing partially offset by broad based growth in most other product lines.

MFS organic sales decreased 0.4 percent inclusive of the contract manufacturing business that is held for sale.

Excluding the pending divestiture in both periods, organic sales increased 4 percent driven by medical fluid components and fluid solutions product lines.

The inorganic growth of MFS is due to the acquisition of Atrion.

The ATS organic sales increase of 14.6 percent was driven by robust growth in electronics dispense product lines, offset by weakness in x-ray inspections systems.

Nine Months Ended July 31, 2025

The IPS organic sales decrease of 5.7 percent was driven primarily by weaker systems demand in polymer processing and industrial coatings product lines, which was partially offset by broad based growth in most other product lines.

MFS organic sales decreased 7.1 percent inclusive of the contract manufacturing business that is held for sale.

Excluding the pending divestiture in both periods, organic sales decreased 2.3 percent driven by lower demand and tough year-over-year comparisons in medical interventional solutions product lines, where customer destocking trends continued to impact demand.

The ATS organic sales increase of 8.0 percent was driven by robust growth in electronics dispense product lines and electronic processing and optical sensors, partially offset by weakness in x-ray inspection systems and the measurement and control product line.

The IPS organic sales increase of 3.2 percent was driven by balanced growth across most product lines, with particular strength in Asia Pacific markets.

MFS organic sales increased 2.7 percent driven by growth in fluid solutions product lines.

The ATS organic sales increase of 20.7 percent was driven by ongoing growth in electronics dispense and recovering demand for x-ray systems.

Net Sales by region were as follows:

Three Months Ended Variance - Increase (Decrease)

Jul 31, 2025 % of Total Jul 31, 2024 % of Total Organic Acquisitions Currency Total

Americas $ 314,568 42.4% $ 287,016 43.4% (3.2) % 13.0 % (0.2) % 9.6 %

Europe 186,620 25.2% 179,370 27.1% (6.1) % 4.8 % 5.3 % 4.0 %

Asia Pacific 240,321 32.4% 195,218 29.5% 17.4 % 2.9 % 2.8 % 23.1 %

Total $ 741,509 $ 661,604 2.1 % 7.8 % 2.2 % 12.1 %

Nine Months Ended Variance - Increase (Decrease)

Jul 31, 2025 % of Total Jul 31, 2024 % of Total Organic Acquisitions Currency Total

Jan 31, 2026 % of Total Jan 31, 2025 % of Total Organic Acquisitions / Divestitures Currency Total

Americas $ 261,930 39.1% $ 267,836 43.5% (0.4) % (2.9) % 1.1 % (2.2) %

2 unchanged sentences

Total $ 669,461 $ 615,420 6.5 % (1.4) % 3.7 % 8.8 %

Nordson Corporation

Operating Profit

Operating profit for the IPS, MFS and ATS segments were as follows:

Gross profit and Selling and administrative expenses

Gross margins were 54.7 percent and 54.6 percent for the three months ended January 31, 2026 and January 31, 2025, respectively.

Selling and administrative expenses increased in support of higher sales but declined as a percentage of sales.

Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the three months ended January 31, 2026 and January 31, 2025, respectively:

Three Months Ended

Jul 31, 2025 % of Sales Jul 31, 2024 % of Sales % of Sales Change Increase (Decrease)

IPS $ 116,720 33.3% $ 115,023 33.0% 0.3% $ 1,697 1.5 %

MFS 52,500 23.9% 48,374 29.0% (5.1)% 4,126 8.5 %

ATS 36,877 21.5% 26,032 17.8% 3.7% 10,845 41.7 %

Corporate (18,330) (22,371) 4,041 18.1 %

Total $ 187,767 25.3% $ 167,058 25.3% —% $ 20,709 12.4 %

Nine Months Ended

Jul 31, 2025 % of Sales Jul 31, 2024 % of Sales % of Sales Change Increase (Decrease)

IPS $ 308,153 31.8% $ 340,043 33.0% (1.2)% $ (31,890) (9.4) %

MFS 150,241 24.4% 143,467 29.0% (4.6)% 6,774 4.7 %

ATS 86,558 19.1% 65,029 15.5% 3.6% 21,529 33.1 %

Corporate (47,488) (53,430) 5,942 11.1 %

Total $ 497,464 24.4% $ 495,109 25.4% (1.0)% $ 2,355 0.5 %

Three Months Ended July 31, 2025

IPS operating margin increased 30 basis points on flat sales volume, driven by lower restructuring costs .

MFS operating margin declined 510 basis points.

Excluding restructuring, costs related to the Atrion acquisition and charges associated with the exit of the medical contract manufacturing business, operating margin increased 80 basis points reflecting increased leverage of selling and administrative expenses in the core business, as well as contribution from the Atrion acquisition .

ATS operating margin improved by 37 0 basis points driven by strong conversion on increased organic sales and the benefits of strategic cost reduction actions and manufacturing footprint optimization .

Nine Months Ended July 31, 2025

I PS operating margin declined 12 0 basis points due to lower sales volumes .

M FS operating margin declined 460 basis points.

Excluding restructuring costs related to the Atrion acquisition and charges associated with the exit of the medical contract manufacturing business, operating margin decreased 140 basis points reflecting lower organic sales demand partially offset by the impact of the Atrion acquisition .

ATS operating m argin improved by 360 basis points driven by strong organic sales growth and the benefits of strategic cost reduction actions and manufacturing footprint optimization .

Interest expense and Other-net

Interest expense for the three months ended July 31, 2025 was $26,258, compared to $18,803 in the comparable period of 2024.

The increase, compared to the prior year period, was primarily due to higher average debt levels, driven by acquisitions.

Other-net for the three months ended July 31, 2025 was expense of $2,945 compared to income of $152 in the comparable period of 2024.

Included in other-net for the three months ended July 31, 2025 were pension and postretirement income of $1,008 and $3,041 of foreign currency losses.

Included in other-net for the three months ended July 31, 2024 were pension and postretirement income of $1,028 and $464 in foreign currency losses.

Interest expense for the nine months ended July 31, 2025 was $79,389, compared to $60,354 in the comparable period of 2024.

The increase, compared to the prior year period, was primarily due to higher average debt levels, driven by acquisitions.

Other-net was expense of $5,380 compared to expense of $971 in the comparable period of 2024.

Included in other-net for the nine months ended July 31, 2025 were pension and postretirement income of $3,042 and $5,909 o f foreign currency losses.

Included in other-net for the nine months ended July 31, 2024 were pension and postretirement income of $3,085 and $2,411 in foreign currency losses.

Income Tax Expense

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.

Significant judgment is involved regarding the application of global income tax laws and regulations and when projecting the jurisdictional mix of income.

We have considered several factors in determining the probability of realizing deferred income tax assets including forecasted operating earnings, available tax planning strategies and

Jan 31, 2026 % of Sales Jan 31, 2025 % of Sales % of Sales Change

Industrial precision solutions $ 110,311 33.7% $ 112,776 37.5% (3.8)%

Medical and fluid solutions 70,206 36.3% 64,332 33.2% 3.1%

Advanced technology solutions 32,600 21.8% 22,771 18.8% 3.0%

Total segment EBITDA 213,117 31.8% 199,879 32.5% (0.7)%

Inventory step-up amortization — (3,135)

Acquisition costs — (1,030)

Severance and other — (5,961)

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

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

Operating profit $ 166,405 $ 140,947

Segment EBITDA for IPS decrease d 380 basis points despite higher sales due to unfavorable product and geographic mix.

Segment EBITDA for MFS increase d 310 basis points due to favorable mix from divestiture of the contract manufacturing business and strong incremental performance on organic sales growth.

Segment EBITDA for ATS increase d 300 basis points driven by robust sales growth and controlled selling and administrative expenses.

Consolidated operating profit increased in 2026 compared to 2025 due to the overall increase in segment EBITDA and lower corporate expenses as well as the absence of severance, acquisition and related inventory step-up amortization costs in 2026.

Nordson Corporation

the time period over which the temporary differences will reverse.

We review our tax positions on a regular basis and adjust the balances as new information becomes available.

The effective tax rates for both the three and nine months ended July 31, 2025 were 21.0% and 19.7%, respectively, compared to 21.5% and 21.1%, respectively, for the same periods in 2024.

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

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

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

Net income was $125,784, or $2.22 per diluted share, for the three months ended July 31, 2025, compared to net income of $117,327, or $2.04 per diluted share, in the same period of 2024.

Interest expense and Other expenses

Interest expense for the three months ended January 31, 2026 was $23,131, compared to $26,559 in the comparable period of 2025.

The decrease, compared to the prior year period, was primarily due to lower average debt levels.

Other income for the three months ended January 31, 2026 was $20,837 compared to $1,526 in the comparable period of 2025.

Included in Other income for the three months ended January 31, 2026 was an unrealized gains on minority investment of $22,238, pension and postretirement income of $936 and $2,294 of foreign currency losses.

Other income for the three months ended January 31, 2025 included pension and postretirement income of $1,015 and $331 in foreign currency gains.

Income Tax Expense

Income tax expense was $31,119, or 18.9% of pre-tax income, for the three months ended January 31, 2026, as compared to $22,203, or 19.0% of pre-tax income for the three months ended January 31, 2025.

Net income was $133,382, or $2.38 per diluted share, for the three months ended January 31, 2026, compared to net income of $94,652, or $1.65 per diluted share, in the same period of 2025.

This represented a 40.9 percent increase in net income and a 44.2 percent increase in diluted earnings per share.

The increase in net income and increase of $0.18 per diluted share was primarily driven by higher operating profit, partially offset by higher interest expense due to prior year's acquisitions and the divestiture and related charges associated with exiting the medical contract manufacturing business.

Net income was $332,840, or $5.83 per diluted share, for the nine months ended July 31, 2025, compared to net income of $345,116, or $5.99 per diluted share, in the same period of 2024.

This represented a 3.6 percent decrease in net income and a 2.7 percent decrease in diluted earnings per share.

The decrease in net income and decrease of $0.16 per diluted share was primarily driven by higher interest expense due to prior year's acquisition and the divestiture and related charges associated with exiting the medical contract manufacturing business.

Foreign Currency Effects

It is not possible to precisely measure the impact on operating results arising from foreign currency exchange rate changes, because of changes in selling prices, sales volume, product mix and cost structure in each country in which we operate.

However, if transactions for the three months ended July 31, 2025 were translated at exchange rates in effect during the same period of 2024, we estimated that sales would have been approximately $13,000 lower while costs of sales and selling and administrative expenses would have been approximately $8,000 lower.

If transactions for the nine months ended July 31, 2025 were translated at exchange rates in effect during the same period of 2024, we estimated that sales would have been approximately $3,000 higher while costs of sales and selling and administrative expenses would have been approximately $500 lower.

Changes in trade policies, tariffs, and other import/export regulations of the U.S.

and other nations did not have a material impact on our financial results for the nine months ended July 31, 2025.

However, the Company does have sales and purchases that could be negatively impacted by recent tariff actions.

The Company continues to actively work to minimize the impact of these changes and mitigate risk.

Nordson Corporation

The increase of $0.73 per diluted share was driven by higher operating profit, lower interest expense, higher other income from the unrealized gain on minority investment and the benefit of share repurchases.

Financial Condition

Liquidity and Capital Resources

Cash and cash equivalents increased $31,836 during the nine months ended July 31, 2025.

Approximately 82 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of July 31, 2025.

A comparison of cash flow changes for the nine months ended July 31, 2025 to the nine months ended July 31, 2024 is as follows:

Nine Months Ended

July 31, 2025 July 31, 2024 Increase (Decrease)

Cash and cash equivalents increased $11,950 during the three months ended January 31, 2026.

Approximately 74 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of January 31, 2026.

A comparison of cash flow changes for the three months ended January 31, 2026 to the three months ended January 31, 2025 is as follows:

Three Months Ended

January 31, 2026 January 31, 2025 Increase (Decrease)

Net Income and non-cash items $ 158,292 $ 134,843 $ 23,449

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Net cash used in investing activities (17,671) (14,276) (3,395)

Payments of long-term debt - net (94,664) (244,355) 149,691

Net (repayment) issuance of long-term debt - net 2,367 (22,563) 24,930

Repayment of finance lease obligations (1,616) (1,320) (296)

3 unchanged sentences

Net cash used in financing activities $ (112,241) $ (127,582) $ 15,341

Additions to property, plant and equipment were largely driven by productivity and growth projects, including a new manufacturing facility.

We have a $1,150,000 unsecured multi-currency credit facility with a group of banks that provides for 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 $850,000, maturing in June 2028.

At July 31, 2025, we had $280,000 outstanding on the term loan facility and $243,000 outstanding on the revolving credit facility.

Our operating performance, balance sheet position and financial ratios for nine months ended July 31, 2025 remained strong.

The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures and contributions related to pension and postretirement obligations, as well as principal and interest payments on our outstanding debt.

Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $147,788 as of July 31, 2025, cash provided by operations, which was $516,264 for the nine months ended July 31, 2025, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $824,120 as of July 31, 2025.

Cash from operations, which, when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the twelve months and the foreseeable future thereafter.

The Company believes it has the ability to generate and obtain adequate amounts of cash to meet its long-term needs for cash.

However, the impact of changes in trade policies, tariffs, and other import/export regulations of the U.S.

and other nations could negatively impact our cash flow from operations and liquidity in future periods.

The decrease in working capital was principally driven by a decrease in cash provided by accounts receivable collections.

During three months ended January 31, 2026, the Company was able to utilize its strong cashflow generation to repurchase $86 million in common shares, pay $46 million in dividends, and fund capital projects to drive organic growth.

We have a $1,200,000 unsecured multi-currency credit facility with a group of banks, maturing in January 2031.

At January 31, 2026, we had $400,000 outstanding on the revolving credit facility.

Our operating performance, balance sheet position and financial ratios for the three months ended January 31, 2026 remained strong.

We are in compliance with all covenants in the agreements governing our debt as of January 31, 2026.

The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures, contributions related to pension and postretirement obligations, principal and interest payments on our outstanding debt, dividends, and share repurchases.

Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $120,392 as of January 31, 2026, cash provided by operations, which was $140,428 for the three months

Nordson Corporation

ended January 31, 2026, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $945,420 as of January 31, 2026.

Cash from operations, which when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the twelve months and the foreseeable future thereafter.

The Company believes it has the ability to generate and obtain adequate amounts of cash to meet its short-term and long-term needs for cash.

However, the impact of changes in trade policies, tariffs, and other import/export regulations of the United States and other nations could negatively impact our cash flow from operations and liquidity in future periods.

Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995

This Quarterly Report on Form 10-Q, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the Private Securities Litigation Reform Act of 1995.

This Quarterly Report on Form 10-Q, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995.

Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies.

Statements in this Quarterly Report on Form 10-Q that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases.

Statements in this annual report that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases.

These forward-looking statements reflect management’s current expectations and involve a number of risks and uncertainties.

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currency exchange rates and devaluations;

possible acquisitions and the Company’s ability to complete and successfully integrate acquisitions, including the integration of Atrion;

possible acquisitions and the Company’s ability to complete and successfully integrate acquisitions;

the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan;

the effects of changes in U.S.

trade policy and trade agreements, including changes in tariffs by the U.S.

or other nations;

trade policy and trade agreements, including changes in tariffs by the United States or other nations;

the effects of changes in tax law;

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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 2. Management’s Discussion and Analysis