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Item 2. Management’s Discussion and Analysis

2026-05-21 compared with 2026-02-19 · 109 added, 42 removed, 94 unchanged (62% of the section changed)

10 unchanged sentences

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

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

As of April 30, 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.

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Results of Operations

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

Below is a detailed comparison of our results of operations for the six months ended April 30, 2026 and April 30, 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 January 31, 2026 and January 31, 2025 were as follows:

Consolidated financial results for the three months ended April 30, 2026 and April 30, 2025 were as follows:

Three Months Ended

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

(In thousands except for per-share amounts) April 30, 2026 April 30, 2025 Change

Sales $ 740,847 $ 682,938 8.5 %

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Interest expense - net (21,580) (26,019) (17.1) %

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

Pension settlement charge (24,049) — 100.0 %

Other income (expense) - net (10,400) (3,961) 162.6 %

Income before income taxes 141,174 138,770 1.7 %

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Nordson Corporation

Consolidated financial results for the six months ended April 30, 2026 and April 30, 2025 were as follows:

Six Months Ended

(In thousands except for per-share amounts) April 30, 2026 April 30, 2025 Change

Sales $ 1,410,308 $ 1,298,358 8.6 %

Cost of sales 640,109 588,558 8.8 %

Gross margin 770,199 709,800 8.5 %

Gross margin % 54.6 % 54.7 % (0.1) %

Selling and administrative expenses 406,591 400,103 1.6 %

Operating profit 363,608 309,697 17.4 %

Interest expense - net (44,321) (51,637) (14.2) %

Pension settlement charge (24,049) — 100.0 %

Other income (expense) - net 10,437 (2,435) (528.6) %

Income before income taxes 305,675 255,625 19.6 %

Income tax expense 54,977 48,569 13.2 %

Net income $ 250,698 $ 207,056 21.1 %

Net sales for the IPS, MFS and ATS segments were as follows:

Three Months Ended Variance - Increase (Decrease)

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

Apr 30, 2026 % of Total Apr 30, 2025 % of Total Organic Acquisitions / Divestitures Currency Total

IPS $ 350,466 47.3% $ 318,847 46.7% 5.0 % 0.8 % 4.1 % 9.9 %

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Total $ 740,847 $ 682,938 6.6 % (0.8) % 2.7 % 8.5 %

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.

Six Months Ended Variance - Increase (Decrease)

Apr 30, 2026 % of Total Apr 30, 2025 % of Total Organic Acquisitions / Divestitures Currency Total

IPS $ 677,327 48.0% $ 619,295 47.7% 4.1 % 0.4 % 4.9 % 9.4 %

MFS 406,033 28.8% 396,418 30.5% 5.3 % (4.2) % 1.3 % 2.4 %

ATS 326,948 23.2% 282,645 21.8% 13.8 % — % 1.9 % 15.7 %

Total $ 1,410,308 $ 1,298,358 6.6 % (1.1) % 3.1 % 8.6 %

Three Months Ended April 30, 2026

The IPS organic sales increase of 5.0 percent was driven by improving industrial coating and polymer processing systems demand, ongoing growth in precision agriculture end markets and stable demand in broader consumer and industrial end markets.

MFS organic sales increased 7.8 percent due to growth in engineered fluid solutions and medical product lines.

The ATS organic sales increase of 8.5 percent was driven by ongoing growth in electronics dispense systems.

Six Months Ended April 30, 2026

The IPS organic sales increase of 4.1 percent was driven by balanced growth across most product lines with particular strength in industrial coating, precision agriculture and polymer processing product lines.

MFS organic sales increased 5.3 percent driven by strong growth in engineered fluid solutions and modest growth in all other medical product lines.

The ATS organic sales increase of 13.8 percent was driven by exceptional growth in electronic dispense systems.

Nordson Corporation

Net Sales by region were as follows:

Three Months Ended Variance - Increase (Decrease)

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

Apr 30, 2026 % of Total Apr 30, 2025 % of Total Organic Acquisitions / Divestitures Currency Total

Americas $ 308,253 41.6% $ 292,463 42.8% 5.9 % (1.7) % 1.2 % 5.4 %

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Total $ 740,847 $ 682,938 6.6 % (0.8) % 2.7 % 8.5 %

Six Months Ended Variance - Increase (Decrease)

Apr 30, 2026 % of Total Apr 30, 2025 % of Total Organic Acquisitions / Divestitures Currency Total

Americas $ 570,183 40.4% $ 560,300 43.2% 2.9 % (2.2) % 1.1 % 1.8 %

Europe 376,920 26.7% 340,259 26.2% 3.0 % (0.2) % 8.0 % 10.8 %

Asia Pacific 463,205 32.8% 397,799 30.6% 14.8 % (0.1) % 1.7 % 16.4 %

Total $ 1,410,308 $ 1,298,358 6.6 % (1.1) % 3.1 % 8.6 %

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:

Gross margins were 54.5 percent and 54.7 percent for the three months ended April 30, 2026 and April 30, 2025, respectively.

Gross margins were 54.6 percent and 54.7 percent for the six months ended April 30, 2026 and April 30, 2025, respectively.

Selling and administrative expenses increased for the three and six months ended April 30, 2026 in support of higher sales but declined as a percentage of sales.

Nordson Corporation

Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the three and six months ended April 30, 2026 and April 30, 2025, respectively:

Three Months Ended

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

Apr 30, 2026 % of Sales Apr 30, 2025 % of Sales % of Sales Change

Industrial precision solutions $ 123,578 35.3% $ 113,548 35.6% (0.3)%

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Operating profit $ 197,203 $ 168,750

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.

Six Months Ended

Apr 30, 2026 % of Sales Apr 30, 2025 % of Sales % of Sales Change

Industrial precision solutions $ 233,889 34.5% $ 226,324 36.5% (2.0)%

Medical and fluid solutions 149,399 36.8% 140,870 35.5% 1.3%

Advanced technology solutions 80,927 24.8% 62,287 22.0% 2.8%

Total segment EBITDA 464,215 32.9% 429,481 33.1% (0.2)%

Inventory step-up amortization (1,135) (3,135)

Acquisition costs (534) (1,543)

Severance and other — (16,274)

Depreciation and amortization (72,900) (74,608)

Corporate expenses (26,038) (24,224)

Operating profit 363,608 309,697

Three Months Ended April 30, 2026

Segment EBITDA for IPS was relatively flat on higher sales.

Segment EBITDA for MFS decrease d 50 basis points despite higher sales due to the impact of near-term product start-up headwinds.

Segment EBITDA for ATS increase d 270 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.

Consolidated operating profit increased in 2026 compared to 2025 due to the overall increase in segment EBITDA and the absence of severance costs in 2026.

Six Months Ended April 30, 2026

Segment EBITDA for IPS decrease d 200 basis points despite higher sales due to unfavorable product and geographic mix in the first quarter.

Segment EBITDA for MFS increase d 130 basis points due to higher sales and favorable mix from the divestiture of the contract manufacturing business, partially offset by the impact of near-term product start-up headwinds.

Segment EBITDA for ATS increase d 280 basis points driven by robust sales growth and controlled selling and administrative expenses.

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

Nordson Corporation

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.

Interest expense for the three months ended April 30, 2026 was $21,942, compared to $26,572 in the comparable period of 2025.

The decrease, compared to the prior year period, was primarily due to lower average debt levels and a stable-to-declining rate environment.

Other income (expense) - net for the three months ended April 30, 2026 was expense of $10,400 compared to expense of $3,961 in the comparable period of 2025.

Included in other income (expense) - net for the three months ended April 30, 2026 were unrealized losses on minority investments of $9,827, pension and postretirement income of $986, a nd $2,385 of foreign currency losses.

Included in other income (expense) - net for the three months ended April 30, 2025 were pension and postretirement income of $1,019 and $3,199 in foreign currency losses.

Interest expense for the six months ended April 30, 2026 was $45,073, compared to $53,131 in the comparable period of 2025.

The decrease, compared to the prior year period, was primarily due to lower average debt levels and a stable-to-declining rate environment.

Other income (expense) - net was income of $10,437 compared to expense of $2,435 in the comparable period of 2025.

Included in other income (expense) - net for the six months ended April 30, 2026 were unrealized gains on minority investments of $12,411, pension and postretirem ent income of $1,922, and $4,679 of foreign currency losses.

Included in other income (expense) - net for the six months ended April 30, 2025 were pension and postretirement income of $2,035 and $2,868 in foreign currency losses.

During the second quarter of 2026, we completed a partial plan settlement transaction in regards to our U.S.

pension plan in which plan assets amounting to $104,148 were used to purchase a group annuity contract from RGA.

The settlement resulted in a loss of $24,049 for the three and six months ended April 30, 2026 as shown on the Condensed Consolidated Statements of Income.

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.

Income tax expense was $23,858, or 16.9% of pre-tax income, for the three months ended April 30, 2026, as compared to $26,366, or 19.0% of pre-tax income for the three months ended April 30, 2025.

Income tax expense was $54,977, or 18.0% of pre-tax income, for the six months ended April 30, 2026, as compared to $48,569, or 19.0% of pre-tax income for the six months ended April 30, 2025.

Net income was $117,316, or $2.09 per diluted share, for the three months ended April 30, 2026, compared to net income of $112,404, or $1.97 per diluted share, in the same period of 2025.

This represented a 4.4 percent increase in net income and a 6.1 percent increase in diluted earnings per share.

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.

The increase of $0.12 per diluted share was primarily driven by higher operating profit, lower interest and tax expense and the benefit of share repurchases, partially offset by a pension settlement charge and higher other expense.

Net income was $250,698, or $4.47 per diluted share, for the six months ended April 30, 2026, compared to net income of $207,056, or $3.62 per diluted share, in the same period of 2025.

This represented a 21.1 percent increase in net income and a 23.5 percent increase in diluted earnings per share.

The increase of $0.85 per diluted share was primarily driven by higher operating profit, lower interest and tax expense, the benefit of share repurchases and higher other income, partially offset by a pension settlement charge.

Nordson Corporation

Financial Condition

Liquidity and Capital Resources

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)

Cash and cash equivalents decreased $6,425 during the six months ended April 30, 2026.

Approximately 71 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of April 30, 2026.

A comparison of cash flow changes for the six months ended April 30, 2026 to the six months ended April 30, 2025 is as follows:

Six Months Ended

April 30, 2026 April 30, 2025 Increase (Decrease)

Net Income and non-cash items $ 342,834 $ 288,685 $ 54,149

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Additions to property, plant and equipment (27,693) (37,439) 9,746

Acquisitions of businesses, net of cash acquired (11,643) — (11,643)

Other - net (688) 10,339 (11,027)

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Net cash used in financing activities $ (288,795) $ (240,813) $ (47,982)

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.

The increase in operating assets and liabilities was principally driven by an increase in inventory, partially offset by an increase in cash provided by accounts receivable collections.

During the six months ended April 30, 2026, the Company was able to utilize its strong cashflow generation to repay $107 million of debt, repurchase $129 million in common shares, pay $92 million in dividends, and fund capital projects to drive organic growth.

We have a $1,200,000 Revolving Credit Facility that matures in January 2031.

At April 30, 2026, we had $295,000 outstanding under the Revolving Credit Facility.

Our operating performance, balance sheet position and financial ratios for the six months ended April 30, 2026 remained strong.

We were in compliance with all covenants in the agreements governing our debt as of April 30, 2026.

We believe 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 $102,017 as of April 30, 2026, cash provided by operations, which was $321,101 for the six months ended April 30, 2026, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $1,050,604 as of April 30, 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.

However, the impact of international conflicts, 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.

Nordson Corporation

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

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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 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.

Statements in this quarterly 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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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