Item 5. Other Information
ITEM 5. OTHER INFORMATION
During the quarter ended January 31, 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as described in the table below:
Trading Arrangement
Action Action Date Rule 10b5-1 1
Non-Rule 10b5-1 2
Total Shares to be Sold Expiration Date
Sundaram Nagarajan
Chief Executive Officer
Terminated 3
1/12/2026 x Up to 41,800 4 shares
7/10/2026
Sundaram Nagarajan
Chief Executive Officer
Adopted 1/12/2026 x Up to 41,800 5 shares
12/31/2026
Joseph P. Kelley
Executive Vice President
Adopted 1/16/2026 x Up to 2,310 shares
1/15/2027
1 Intended to satisfy the affirmative defense of Rule 10b5-1(c)
2 Not intended to satisfy the affirmative defense of Rule 10b5-1(c)
3 The 10b5-1 Plan originally adopted by Mr. Nagarajan on April 3, 2025, was terminated in connection with the adoption of a new Rule 10b5-1 Plan on January 12, 2026.
4 The Company’s prior disclosure in its Quarterly Report on Form 10‑Q for the quarterly period ended April 30, 2025 incorrectly stated that terminated Rule 10b5-1 Plan covered 40,000 shares. The correct number of shares covered under the terminated Rule 10b5-1 Plan was 41,800 shares.
5 Mr. Nagarajan's Rule 10b5-1 Plan provides for the potential sale of up to 41,800 shares of the Company’s common stock, all of which Mr. Nagarajan may acquire upon the exercise of outstanding stock options.
ITEM 6. EXHIBITS
10.1
Amended and Restated Credit Agreement, dated as of January 30, 2026, by and among Nordson Corporation, as Borrower, Nordson Engineering GmbH, as German Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated February 2, 2026).
31.1
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
32.2
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith).
101 The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three months ended January 31, 2026 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three months ended January 31, 2026 and 2025, (ii) the Consolidated Statements of Comprehensive Income for the three months ended January 31, 2026 and 2025, (iii) the Consolidated Balance Sheets at January 31, 2026 and October 31, 2025, (iv) the Consolidated Statements of Shareholders’ Equity for the three months ended January 31, 2026 and 2025, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2026 and 2025, and (vi) the Notes to Condensed Consolidated Financial Statements.
104 The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2026, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101).
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Table of Contents
Nordson Corporation
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: February 19, 2026
Nordson Corporation
/s/ Joseph Rutledge
Joseph Rutledge
Chief Accounting Officer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.