Nordson (NDSN) 10-K risk factor changes: FY2023 vs FY2022

In [removed: 2022,] [added: 2023,] approximately [removed: 33] [added: 34] percent of our revenue was generated in the United States, while approximately [removed: 67] [added: 66] percent was generated outside the United States.

The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world and the [removed: conflict between Russia] [added: conflicts in Europe] and [removed: Ukraine] [added: the Middle East] have to date negatively impacted the global economy and created significant volatility and disruption of financial markets.

A significant portion of our consolidated revenues in [removed: 2022] [added: 2023] were generated in currencies other than the United States dollar, which is our reporting currency.

As a result, currency fluctuations between the United States dollar and the currencies in which we do business [added: have caused and may continue to cause foreign currency transaction and translation movements, which historically have been material and could continue to be material.]

We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility [removed: of currency exchange rates.]

For example, [removed: uncertainty surrounding] the impact of [removed: the COVID-19 pandemic, the impact of the conflict between Russia] [added: conflicts in Europe] and [removed: Ukraine,] [added: the Middle East,] changes in monetary policies and the effects of the departure of the United Kingdom from the European Union ("Brexit") have caused increased volatility in global currency exchange rates that have resulted in the strengthening of the United States dollar against the foreign currencies in which we conduct business.

Future adverse consequences arising from the [removed: COVID-19 pandemic, the conflict between Russia] [added: conflicts in Europe] and [removed: Ukraine,] [added: the Middle East] and Brexit may include continued volatility in exchange rates.

The [removed: COVID-19 pandemic] [added: conflicts in Europe] and the [removed: conflict between Russia and Ukraine] [added: Middle East] have negatively impacted, and may continue to negatively impact, the availability and prices for raw materials, parts, and components.

[removed: Shortages in raw materials or our inability to pass along] price increases could affect the prices we charge, our operating costs and our competitive position, which could adversely affect our business, financial condition, results of operations and cash flows.

[removed: Failure to retain our leadership team and workforce and to attract and retain other important management and technical personnel could place a constraint on our global] growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.

We cannot offer assurances that any of these initiatives will be beneficial to the extent [added: anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.]

- threats of war, terrorism or governmental instability, including [removed: the conflict between Russia] [added: conflicts in Europe] and [removed: Ukraine;][added: the Middle East;]

- the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies and relations arising from policy initiatives implemented by the U.S. presidential administration; [added: and]

- exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another [removed: country; and][added: country.]

The techniques used by criminals to obtain unauthorized access to sensitive data [added: change frequently and often are not recognizable until launched against a target.]

The interpretation and application of data protection laws, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personally identifiable data in the U.S., Europe and elsewhere (including but not limited to the European Union’s [removed: GDPR, the Brazilian General Data Protection Law] [added: GDPR] and the CCPA), are uncertain and evolving.

We also believe that we must continue to make improvements in our productivity in order to maintain our [removed: competitive position.]

In addition, we cannot assure that any acquisition, including the recent [removed: acquisition] [added: acquisitions] of [removed: CyberOptics,] [added: the ARAG Group and CyberOptics Corporation ("CyberOptics"),] once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.

In addition, an acquisition could adversely impact our operating performance as a result of [removed: the incurrence of] [added: incurring] acquisition-related debt, pre-acquisition potential tax liabilities, acquisition expenses, the amortization of acquisition-acquired assets, or possible future impairments of goodwill or intangible assets associated with the acquisition.

If future operating performance at one or more of our business units were to fall significantly below current levels, if competing or alternative technologies emerge, if market conditions for acquired businesses decline, if significant and prolonged negative industry or economic trends exist, if our stock [added: price and market capitalization declines, or if future cash flow estimates decline, we could incur, under current applicable accounting rules, a non-cash charge to operating earnings for goodwill impairment.]

We may be exposed to liabilities under the Foreign Corrupt Practices Act [removed: (FCPA),] [added: ("FCPA"),] which could have a material adverse effect on our business.

Changes in environmental and climate change laws or regulations, including laws relating to greenhouse gas emissions, could subject us to additional costs and restrictions, including increased energy and raw material [added: costs.]

[removed: We may incur substantial costs, including cleanup costs,] fines and civil or criminal sanctions, liabilities resulting from third-party property damage or personal injury claims, or our products could be prohibited from entering certain jurisdictions, if we were to violate or become liable under environmental laws, if our products become non-compliant with environmental laws or if we were to undertake environmental protection actions voluntarily.

Our inability to comply with [removed: our existing credit facilities’] [added: the] restrictive covenants [added: included in the agreements governing our debt] or to access additional sources of capital could impede our growth or the repayment or refinancing of existing [removed: indebtedness.][added: debt.]

The limits imposed on us by the restrictive covenants contained in [added: the agreement governing] our [removed: credit facilities] [added: debt] could prevent us from making acquisitions or cause us to lose access to these facilities.

[removed: Our] [added: The agreements governing our] existing [removed: credit facilities] [added: debt] contain restrictive covenants that limit our ability to, among other things:

Our ability to comply with the covenants and other terms of [added: the agreement governing] our [removed: credit facilities] [added: debt] will depend on our future operating performance.

We may need new or additional financing in the future to expand our business or refinance existing [removed: indebtedness.][added: debt.]

If we are unable to access capital on satisfactory terms and conditions, we may not be able to expand our business or meet our payment requirements under our existing [removed: credit facilities.][added: debt.]

In addition, depending on market conditions and our financial performance, neither debt nor equity financing may be available on [added: satisfactory terms or at all.]

As of October 31, [removed: 2022,] [added: 2023,] we had [removed: $738,822] [added: $1,749,305] of total debt outstanding, of which [removed: 35 percent] [added: $553,020] was priced at interest rates that float with the market.

A one percentage point increase in the interest rate on the floating rate debt in [removed: 2022] [added: 2023] would have resulted in approximately [removed: $2,841] [added: $5,530] of additional interest expense.

Further, the conflicts in Europe and the Middle East may have significant adverse effects on international trade policy.

of currency exchange rates.

Failure to retain our leadership team and workforce and to attract and retain other important management and technical personnel could place a constraint on our global

Shortages in raw materials or our inability to pass along

competitive position.

For example, in August 2023, we completed our acquisition of the ARAG Group.

We may incur substantial costs, including cleanup costs,

The COVID-19 pandemic has negatively disrupted, and may continue to negatively disrupt, our business and results of operations.

Throughout the COVID-19 pandemic, we have supported, and continue to support, multiple “critical infrastructure” sectors by manufacturing materials and products needed for medical supply chains, packaging, transportation, energy, communications, and other critical infrastructure industries.

We have continued to operate during the COVID-19 pandemic in all our production

Nordson Corporation 9

facilities, having taken the recommended public health measures to ensure worker and workplace safety.

As a result, there have been unfavorable impacts on our manufacturing efficiencies.

We continue to actively monitor the evolving circumstances and impact of the COVID-19 pandemic, which has negatively disrupted, and may continue to negatively disrupt, our business and results of operations in the future.

For example, in the second quarter of 2022, our revenue growth in Asia-Pacific was negatively impacted by COVID-19 lockdowns in China.

COVID-19 lockdown restrictions in China continue to be implemented from time to time.

The full extent of the COVID-19 pandemic on our operations and the markets we serve remains highly uncertain and will depend largely on future developments related to the COVID-19 pandemic, including infection rates increasing or returning in various geographic areas, variations of COVID-19, the ultimate duration of the COVID-19 pandemic, actions by government authorities to contain the outbreak or treat its impact, such as reimposing previously lifted measures or putting in place additional restrictions, and the widespread distribution and acceptance of an effective vaccine, among other things.

These developments are constantly evolving and cannot be accurately predicted.

Further, the level of impact from the COVID-19 pandemic and the reactions of governmental authorities and others thereto as well as the conflict between Russia and Ukraine may have significant adverse effects on international trade policy.

have caused and may continue to cause foreign currency transaction and translation movements, which historically have been material and could continue to be material.

The COVID-19 pandemic has created labor force disruptions impacting factory production and other operations.

anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.

- government responses to the COVID-19 pandemic.

change frequently and often are not recognizable until launched against a target.

For example, in November 2022, we completed our acquisition of CyberOptics.

price and market capitalization declines, or if future cash flow estimates decline, we could incur, under current applicable accounting rules, a non-cash charge to operating earnings for goodwill impairment.

costs.

satisfactory terms or at all.

We did not record any goodwill impairment charges in [removed: 2022.][added: 2023.]

The discounted cash flow method [removed: (Income Approach)] [added: ("Income Approach")] uses assumptions for revenue growth, operating margin and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends.

For [removed: 2022,] [added: 2023,] the WACC rates used ranged from 8.3 percent to 11.0 percent depending upon the reporting unit's size, end market volatility and projection risk.

See Note [removed: 6 - Goodwill and intangible assets] [added: 5 to the Consolidated Financial Statements] for further details regarding the valuation methodologies used.

In [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] the results of our annual impairment tests indicated no impairment.

Based on the results shown in the table below and based on our measurement date of August 1, [removed: 2022,] [added: 2023,] our conclusion is that no goodwill was impaired in [removed: 2022.][added: 2023.]

| Industrial Precision Solutions Segment - Adhesives | | | 8.3% | | | | | | [removed: 619%] [added: 697%] | | | | | | $ | [removed: 501,082] [added: 511,799] | |

| Industrial Precision Solutions Segment - Industrial Coating Systems | | | 11.0% | | | | | | [removed: 745%] [added: 678%] | | | | | | $ | [removed: 24,083] [added: 24,084] | |

| Advanced Technology Solutions Segment - Electronics Systems | | | [removed: 9.5%] [added: 9.0%] | | | | | | [removed: 497%] [added: 387%] | | | | | | $ | [removed: 27,110] [added: 27,534] | |

| Advanced Technology Solutions Segment - Test & Inspection | | | [removed: 11.0%] [added: 9.5%] | | | | | | [removed: 354%] [added: 168%] | | | | | | $ | [removed: 87,248] [added: 371,425] | |

| Medical and Fluid Solutions Segment - Fluid Management | | | [removed: 9.5%] [added: 9.0%] | | | | | | [removed: 237%] [added: 186%] | | | | | | $ | [removed: 1,713,531] [added: 1,175,938] | |

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was [removed: 5.70] [added: 6.08] percent at October 31, [removed: 2022] [added: 2023] and [removed: 3.02] [added: 5.70] percent at October 31, [removed: 2021.][added: 2022.]

The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was [added: 6.40 percent and] 5.75 percent in [removed: both 2022] [added: 2023] and [removed: 2021.][added: 2022, respectively.]

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was [removed: 4.30] [added: 3.92] percent and [removed: 4.00] [added: 4.30] percent at October 31, [removed: 2022] [added: 2023] and October 31, [removed: 2021,] [added: 2022,] respectively.

| Effect on total net periodic pension cost in [removed: 2022] [added: 2023] | | | $ | [removed: (6,706)] [added: (4,081)] | | | | | $ | [removed: 8,128] [added: 4,081] | | | | | | | | | | | | | |

| Effect on pension obligation as of October 31, [removed: 2022] [added: 2023] | | | $ | [removed: (39,523)] [added: (38,854)] | | | | | $ | [removed: 48,781] [added: 47,913] | | | | | | | | | | | | | |

| Effect on total net periodic pension cost in [removed: 2022] [added: 2023] | | | $ | [removed: (5,094)] [added: (1,698)] | | | | | $ | [removed: 4,994] [added: 2,101] | | | | | | | | | | | | | |

| Effect on total net periodic pension cost in [removed: 2022] [added: 2023] | | | $ | [removed: 5,654] [added: 2,480] | | | | | $ | [removed: (4,965)] [added: (2,187)] | | | | | | | | | | | | | |

| Effect on pension obligation as of October 31, [removed: 2022] [added: 2023] | | | $ | [removed: 16,488] [added: 15,052] | | | | | $ | [removed: (14,861)] [added: (13,644)] | | | | | | | | | | | | | |

[removed: We provide valuation allowances] against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

On [removed: November 3, 2022,] [added: August 24, 2023,] the Company completed the acquisition of [removed: CyberOptics Corporation (“CyberOptics”)] [added: the ARAG Group] pursuant to the terms of the [removed: Agreement] [added: Sale] and [removed: Plan of Merger,] [added: Purchase Agreement,] dated as of [removed: August 7, 2022,] [added: June 25, 2023,] by and among the [removed: Company, Meta Merger] Company and [removed: CyberOptics.][added: the Sellers.]

As [removed: such, our geographical regions as] used throughout this annual [removed: report] [added: report, geographic regions] include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific [removed: (including Japan)] and Europe.

Below is a detailed discussion comparison of our results of operations for the fiscal years ended October 31, [removed: 2022 and October 31, 2021 as well as a comparison of sales and segment results for fiscal years October 31, 2021] [added: 2023] and October 31, [removed: 2020 due to our change in operating segments and geographic regions.][added: 2022.]

For a discussion of other changes from the fiscal year ended October 31, [removed: 2021] [added: 2022] to the fiscal year ended October 31, [removed: 2020,] [added: 2021,] refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2021.][added: 2022.]

[removed: 2022] [added: 2023] compared to [removed: 2021][added: 2022]

Worldwide sales for [removed: 2022] [added: 2023] were [removed: $2,590,278,] [added: $2,628,632,] an increase of [removed: 9.7] [added: 1.5] percent from [removed: 2021] [added: 2022] sales of [removed: $2,362,209.][added: $2,590,278.]

The increase consisted of a [removed: 10.8 percent improvement in organic sales, inclusive of pricing to offset inflation, and a net 3.3] [added: 3.8] percent increase from [removed: acquisitions and divestitures,] [added: acquisitions,] partially offset by [added: a 1.4 percent decline in organic sales and] unfavorable currency translation effects that decreased sales by [removed: 4.4] [added: 0.9] percent.

Sales outside the United States accounted for [removed: 66.8] [added: 66.2] percent of total sales in [removed: 2022,] [added: 2023,] as compared to [removed: 66.6] [added: 66.8] percent in [removed: 2021.][added: 2022.]

On a geographic basis, sales in the Americas region were [removed: $1,096,596,] [added: $1,149,760,] an increase of [removed: 13.2] [added: 4.8] percent from [removed: 2021,] [added: 2022,] with [added: organic] sales [removed: volume] increasing [removed: 10.9 percent and] [added: 2.0 percent,] a [removed: net 2.8] [added: 2.4] percent increase from [removed: acquisitions] [added: acquisitions,] and [removed: divestitures, partially offset by unfavorable] [added: favorable] currency [removed: effect] [added: effects] of [removed: 0.5] [added: 0.4] percent.

Sales in the Asia Pacific region were [removed: $848,079, an increase] [added: $796,196, a decrease] of [removed: 9.3] [added: 6.1] percent from [removed: 2021,] [added: 2022,] with [added: organic] sales [removed: volume increasing 11.0 percent and a net 3.2] [added: decreasing 8.2] percent [removed: increase from acquisitions] and [removed: divestitures, partially offset by] unfavorable currency effects of [removed: 4.9 percent.][added: 3.1 percent, partially offset by a 5.2 percent increase from acquisitions.]

[added: The increase] consisted of a [removed: 10.7 percent organic sales] volume increase [added: of 3.7 percent, inclusive of an organic sales decrease of 9.2 percent] and a [removed: net 3.9] [added: 12.9] percent increase from [removed: acquisitions and divestitures,] [added: acquisitions,] partially offset by unfavorable currency effects [removed: of 10.0] [added: that decreased sales by 1.1] percent.

Cost of sales were [removed: $1,163,742] [added: $1,203,227] in [removed: 2022,] [added: 2023,] up [removed: 12.1] [added: 3.4] percent from [removed: $1,038,129] [added: $1,163,742] in [removed: 2021.][added: 2022.]

Gross profit, expressed as a percentage of sales, decreased to [removed: 55.1] [added: 54.2] percent in [removed: 2022] [added: 2023] from [removed: 56.1] [added: 55.1] percent in [removed: 2021.][added: 2022.]

Selling and administrative expenses were [removed: $724,176] [added: $752,644] in [removed: 2022,] [added: 2023,] up from [removed: $708,953] [added: $724,176] in [removed: 2021.][added: 2022.]

The [removed: 2.1] [added: 3.9] percent increase was driven by a [removed: 5.3] [added: 8.3] percent [added: increase due to the] first-year effect of an [added: acquisition, including] acquisition [removed: impact and base business growth of 0.3 percentage points,] [added: costs,] partially offset by [added: lower base business costs and] favorable currency translation effects which decreased costs [removed: 3.5 percentage points.][added: by 5.3 percent.]

Selling and administrative expenses as a percentage of sales [removed: decreased] [added: increased slightly] to [removed: 28.0] [added: 28.6] percent in [removed: 2022] [added: 2023] from [removed: 30.0] [added: 28.0] percent in [removed: 2021.][added: 2022.]

Operating profit as a percentage of sales [removed: increased] [added: decreased] to [removed: 27.1] [added: 25.6] percent in [removed: 2022] [added: 2023] compared to [removed: 26.0] [added: 27.1] percent in [removed: 2021.][added: 2022.]

The [removed: decrease] [added: increase] was due to [removed: lower] [added: higher] average debt levels [added: and higher average interest rates] compared to the prior [removed: year.][added: year primarily driven by acquisitions.]

Other [removed: income] [added: expense] in [removed: 2022] [added: 2023] was [removed: $8,527] [added: $597] compared to other [removed: expense] [added: income] of [removed: $17,610] [added: $8,527] in [removed: 2021.][added: 2022.]

Included in [added: the prior year’s] other income [removed: in 2022] were $6,270 in [removed: net] foreign currency gains.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future revenue growth rates and EBITDA margins, discount rates, customer attrition rates, and asset lives, among other items.

We provide valuation allowances

ARAG Group Acquisition

ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying.

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

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

The all-cash ARAG acquisition of approximately €957,000, net of the repayment of approximately €30,300 of debt of the acquired companies, was funded using borrowings under the 364-Day Term Loan Facility and the Company's revolving credit facility.

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

Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $694,900 and identifiable intangible assets of $353,500 were recorded.

The identifiable intangible assets consist primarily of $27,500 of tradenames (amortized over nine years), $31,000 of technology (amortized over five years), and $295,000 of customer relationships (amortized over twenty-two years).

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

Sales in Europe were $682,676, an increase of 5.7 percent from 2022, with organic sales increasing 1.4 percent, a 4.2 percent increase from acquisitions, and favorable currency effects of 0.1 percent.

The 0.9 percentage point decrease in gross margin was primarily driven by incremental inventory step-up amortization related to acquisitions in 2023 of $8,862 and unfavorable foreign currency effects.

The 0.6 percentage point increase was primarily due to cost structure simplification actions taken in 2023.

The 1.5 percent decrease in operating margin was primarily driven by inventory step-up amortization and other costs related to the first-year effect of acquisitions.

Interest expense in 2023 was $59,505, an increase of $37,092, or 165.5 percent, from 2022.

Included in other expense in 2023 were $7,742 in net foreign currency losses, which were largely offset by pension gains.

The decrease of $0.35 per diluted share was primarily driven by higher interest expense and acquisition-related expenses in 2023 compared to non-cash pension settlement charges in 2022.

The organic sales decrease was driven by lower demand for the medical fluid components and fluid solutions product lines, materially offset by continued strength in medical interventional solutions product lines.

The 2.8 percent percentage point decline in operating margin was principally driven by meaningful sales mix changes within medical product lines and related factory inefficiencies due to reduced volumes.

The organic sales decrease was driven by lower demand in electronics dispense product lines, partially offset by stronger demand in test and inspection product lines.

The 6.1 percentage point decline in operating margin was primarily due to fees, severance, and non-cash inventory charges of $10,295 associated with the CyberOptics acquisition and factory inefficiencies due to reduced volumes.

Proceeds and repayments of long-term debt provided $976,043 of cash in 2023, compared to $33,908 used in 2022.

Receivables-net and inventories-net combined increased $124,950, goodwill increased $979,508, and intangible assets-net increased $343,342 principally due to the acquisitions of the ARAG Group and CyberOptics.

Long-term debt, including current maturities, increased $999,199, principally due to the acquisition of the ARAG Group.

We have 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, maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $850,000, maturing in June 2028.

In anticipation of the ARAG acquisition, the Company entered into the 364-Day Term Loan Facility in August 2023.

On September 13, 2023, the Company completed an underwritten public offering of $350,000 aggregate principal amount of the Company’s 5.600% Notes due 2028 (the “2028 Notes”) and $500,000 aggregate principal amount of the Company’s 5.800% Notes due 2033 (together with the 2028 Notes, the “Notes").

The Company used the net proceeds from the sale of the Notes to repay its borrowings under the 364-Day Term Loan Facility.

Total debt increased $999,199 during 2023 primarily due to the acquisition of the ARAG Group.

| Debt (1) | | | $ | 1,749,305 | | | | | $ | 115,662 | | | | | $ | 435,643 | | | | | $ | 648,000 | | | | | $ | 550,000 | |

| Interest payments on long-term debt (1) | | | 416,926 | | | | | | 58,526 | | | | | | 160,695 | | | | | | 81,884 | | | | | | 115,821 | | |

| Finance lease obligations (2) | | | 18,349 | | | | | | 4,918 | | | | | | 6,055 | | | | | | 1,633 | | | | | | 5,743 | | |

| Operating leases (2) | | | 119,317 | | | | | | 16,853 | | | | | | 28,441 | | | | | | 21,172 | | | | | | 52,851 | | |

| Purchase obligations (4) | | | 192,453 | | | | | | 187,498 | | | | | | 4,943 | | | | | | 12 | | | | | | — | | |

| Total obligations | | | $ | 2,503,120 | | | | | $ | 390,227 | | | | | $ | 635,777 | | | | | $ | 752,701 | | | | | $ | 724,415 | |

The determination of fair values requires significant judgment by management, particularly with respect to the value of identifiable intangible assets.

Effective in the fourth quarter of 2022, we realigned our former two operating segments into three: Industrial Precision Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions.

Previously, Advanced Technology Solutions was comprised of Medical and Fluid Solutions and the former Advanced Technology Solutions.

Our segment change did not have any impact on our reporting units.

Nordson Corporation 23

CyberOptics Acquisition

CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology solutions.

The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that expands our product offering in the semiconductor and electronics industries and will be reported in our Advanced Technology Solutions segment.

The all-cash transaction of approximately $380,000, net of cash acquired, was funded using our revolving credit facility and is not expected to have a material impact on our Consolidated Financial Statements

Effective in the fourth quarter of 2022, we realigned and separated our two former operating segments into the following three operating segments: Industrial Precision Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions.

Existing product lines were unchanged as part of this new structure.

We made these changes to realign our management team and our operating segments.

We believe this realignment gives us better visibility into our medical and electronics platforms, which have grown significantly through both organic and acquisitive opportunities, including through the recent acquisition of CyberOptics.

We also believe that the three revised operating segments better reflect how we now manage the Company, allocate resources and assess performance of the businesses.

We also revised our geographic regions, such that the United States and Japan are now included in the Americas and Asia Pacific regions, respectively.

Sales in Europe were $645,603, an increase of 4.6 percent from 2021.

The increase in sales

The 1.0 percentage point decrease in gross margin was driven by the impact of passing through inflationary cost increases, partially offset by a favorable divestiture impact.

The 2.0 percentage point decrease was due primarily to sales growth leverage.

The 1.1 percent increase in operating margin was primarily driven by selling and administrative expense leverage due to the 10.8 percent increase in organic sales, partially offset by the impact of passing through inflationary cost increases.

Operating capacity for each of our segments can support fluctuations in order activity without significant changes in operating costs.

Operating margins for each segment were unfavorably impacted by a stronger dollar primarily against all major currencies during 2022 as compared to 2021.

Interest expense in 2022 was $22,413, a decrease of $3,078, or 12.1 percent, from 2021.

Included in the prior year’s other expense were pension costs of 9,484 and $5,926 in foreign currency losses.

The decrease in pension cost was principally attributable to decreased amortization of net actuarial losses.

The increase of $1.07 per diluted share was primarily driven by sales growth, strong gross margins and selling and administrative expense leverage.

*Industrial Precision Solutions*

Organic sales growth occurred in all product lines, except nonwovens.

*Medical and Fluid Solutions*

Sales growth was generally strong across all product lines and in all regions.

The 0.6 percent percentage point improvement in operating margin was principally driven by greater selling and administrative expense leverage which contributed 1.6 percentage points, principally associated with the sales volume growth, partially offset by the impact of passing through inflationary cost increases.

*Advanced Technology Solutions*

The increase was the result of an organic sales increase of 22.4 percent partially offset by unfavorable currency effects that decreased sales by 3.6 percent.

Sales growth was strong across all product lines and in all regions.

The 8.2 percentage point improvement in operating margin was driven by greater selling and administrative expense leverage associated with the sales volume growth.

2021 compared to 2020

Due to the change in our operating segments and geographical regions, the following comparison of our sales and segment results are being provided.

Worldwide sales for 2021 were $2,362,209, an increase of 11.4 percent from 2020 sales of $2,121,100.

The increase consisted of a 11.3 percent improvement in organic sales volume and favorable currency translation effects, which increased sales by 2.7 percent, partially offset by a net 2.6 percent decrease from acquisitions and divestitures.

On a geographic basis, sales in the Americas region were $969,110, an increase of 8.0 percent from 2020, with organic sales volume increasing 10.7 percent and a favorable currency effect of 0.4 percent, partially offset by a net 3.0 percent decrease from acquisitions and divestitures.

Refer to Note [removed: 13] [added: 12] to the Consolidated Financial Statements for further discussion about our foreign currency transactions and the methods and assumptions used to record these transactions.

| At October 31, 2022 | | | | | | 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | Thereafter | | | | | | Total Value | | | | | | Fair Value | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Annual repayments of long-term debt | | | | | | [removed: $130,643] [added: $130,643] | | | | | | [removed: $110,643] [added: $110,643] | | | | | | [removed: $85,642] [added: $85,642] | | | | | | [removed: $50,000] [added: $50,000] | | | | | | [removed: $10,000] [added: $10,000] | | | | | | [removed: $90,000] [added: $90,000] | | | | | | [removed: $476,928] [added: $476,928] | | | | | | [removed: $452,879] [added: $452,879] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Average interest rate on total borrowings outstanding during the year | | | | | | [removed: 3.7%] [added: 3.7%] | | | | | | [removed: 3.8%] [added: 3.8%] | | | | | | [removed: 3.9%] [added: 3.9%] | | | | | | [removed: 4.0%] [added: 4.0%] | | | | | | [removed: 4.0%] [added: 4.0%] | | | | | | [removed: 4.1%] [added: 4.1%] | | | | | | [removed: 3.7%] [added: 3.7%] | | | | | | | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| At October 31, [removed: 2021] [added: 2023] | | | | | | [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | [removed: 2026] [added: 2028] | | | | | | Thereafter | | | | | | Total Value | | | | | | Fair Value | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Annual repayments of long-term debt | | | | | | [removed: $30,643 | | | | | | $130,643 | | | | | |] $110,643 | | | | | | [removed: $85,643] [added: $85,642] | | | | | | $50,000 | | | | | | [removed: $100,000 | | | | | | $507,572 | | | | | | $549,895 | | | | | |] [added: $10,000] | | | | | | [added: $390,000] | | | | | | [added: $550,000] | | | | | | [added: $1,196,285] | | | | | | [added: $1,148,356] | | |

| Average interest rate on total borrowings outstanding during the year | | | | | | [removed: 3.7%] [added: 3.6%] | | | | | | 3.7% | | | | | | 3.8% | | | | | | [removed: 3.9% | | | | | | 4.0% | | | | | | 4.0% | | | | | | 3.7% | | | | | | | | | | | |] [added: 3.2%] | | | | | | [added: 5.4%] | | | | | | [added: 5.7%] | | | | | | [added: 5.1%] | | | | | | | | |

The weighted average interest rate of this variable-rate debt was [removed: 1.74] [added: 6.26] percent at October 31, [removed: 2022] [added: 2023] and [removed: 0.71] [added: 1.74] percent at October 31, [removed: 2021.][added: 2022.]

A one percent increase in interest rates would have resulted in additional interest expense of approximately [removed: $2,841] [added: $5,530] on the variable rate long-term debt in [removed: 2022.][added: 2023.]

We serve a wide variety of consumer non-durable, consumer durable and technology end markets including packaging, electronics, medical, appliances, energy, transportation, [added: precision agriculture,] building and construction, and general product assembly and finishing.

Consistent with this global strategy, approximately [removed: 67] [added: 66] percent of our revenues were generated outside the United States in [removed: 2022.][added: 2023.]

We have [removed: 7,331] [added: 7,900] employees worldwide.

Our principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, Ireland, Israel, [added: Italy,] Mexico, the Netherlands and the United Kingdom.

Ascend is driven by three interconnected pillars: the NBS [removed: (Nordson] [added: ("Nordson] Business [removed: System)] [added: System")] Next growth framework; Owner Mindset, our division-led organizational structure; and Winning Teams, our talent strategy.

We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies, and leveraging existing technology into new [removed: applications.]

[added: The] primary goals of our acquisition strategy are to complement our current capabilities, diversify our business into new industry sectors with new customers and expand the scope of the solutions we can offer to our customers.

[removed: We] [added: In 2022, we] also expanded our Matching Gifts program [removed: internationally in 2022,] [added: internationally,] which further expands our culture of giving around the world.

Since 1989, we have donated more than [removed: $148] [added: $162] million to communities where we live and work.

In addition, our employees volunteered more than [removed: 107,000] [added: 109,000] hours through our Time ‘N Talent and Dollars for Doers programs.

We [removed: engineer, manufacture] [added: are a diversified precision technology company that engineers, manufactures] and [removed: market] [added: markets] differentiated products and systems used to dispense, apply and control adhesives, coatings, polymers, sealants, biomaterials, medical components, and other fluids, to test and inspect for quality, and to treat and cure surfaces.

Our precision technology can be found in manufacturing facilities around the world producing a wide range of goods for consumer durable, consumer [removed: non-durable] [added: non-durable, medical] and technology end markets.

In [removed: 2022,] [added: 2023,] no single customer accounted for ten percent or more of sales.

Technologies are used for processing polymers, inspection and measurement of food, tubing and films and dispensing adhesives, [removed: coatings] [added: coatings, sealants] and [removed: sealants.][added: other materials.]

This segment primarily serves the [removed: industrial,] consumer [removed: durables] [added: durables, non-durables, agriculture] and [removed: non-durables] [added: industrial] markets.

- [removed: Industrial] [added: Industrial] Coatings – Automated and manual dispensing products and systems for cold materials, container coating, liquid finishing and powder coating, as well as ultraviolet equipment used primarily in curing and drying operations.

We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, [removed: Massachusetts,] Michigan, Minnesota, [removed: New Jersey,] [added: Pennsylvania,] Rhode Island, Tennessee and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, Israel, [added: Italy,] Mexico, the Netherlands and the United Kingdom.

[removed: We purchase most raw materials and other] components on the open market and rely on third parties to provide certain finished goods.

Natural [removed: gas] [added: gas, electricity,] and other fuels are our primary energy sources.

[removed: As a U.S. public company that supports manufacturing, designing and servicing highly complex products in regulated environments, our] [added: Our] global operations are subject to a variety of [added: federal, state, local and international] laws, regulations and compliance [removed: obligations.][added: obligations relating to the manufacturing, designing and servicing of highly complex products and solutions.]

[removed: We] [added: To support our policy of compliance in every jurisdiction we do business, we] have robust internal controls, quality management systems, and management systems of compliance that govern our internal actions and mitigate our risk of non-compliance.

We are also required to comply with increasingly complex and changing laws and regulations enacted to protect business and personal data in the United States and other jurisdictions regarding privacy, data protection and data security, including those [added: related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.]

[removed: Such] [added: Additionally,] privacy and data protection laws and regulations, including with respect to the European Union’s General Data Protection Regulation ("GDPR"), [removed: the Brazilian General Data Protection Law,] and the California Consumer Privacy Act of 2018 ("CCPA"), and the interpretation and enforcement of [removed: such] [added: these and similar] laws and regulations, are continuously [removed: developing and] evolving and there is significant uncertainty with respect to how compliance with these laws and regulations may [removed: evolve] [added: develop] and the costs and complexity of future compliance.

We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material [removed: environmental damage] [added: regulation or compliance obligations] arising from our operations.

We [added: maintain insurance coverage that may cover certain costs or legal claims related to environmental regulations, and we] accrue for estimated environmental liabilities with charges to expense and believe our environmental accrual is adequate to provide for our portion of the costs of all such known environmental liabilities.

Compliance with federal, state, local and foreign [removed: environmental protection] [added: regulation and] laws during [removed: 2022] [added: 2023] had no material effect on our capital expenditures, earnings or competitive position.

Based upon consideration of currently available information, we believe liabilities for [removed: environmental] [added: any such] matters will not have a material adverse effect on our financial position, operating results or liquidity, but we cannot [removed: ensure] [added: guarantee] that material [removed: environmental] liabilities may not arise [added: from regulation and compliance obligations] in the future.

For [removed: a discussion of] [added: additional information about] the risks associated with these laws and regulations, see Part I, Item 1A, "Risk Factors."

As of October 31, [removed: 2022,] [added: 2023,] we had [removed: 7,331] [added: approximately 7,900] full-time and part-time employees, including [removed: 128] [added: 115] at our Amherst, Ohio, facility who are represented by a collective bargaining agreement that expires on November 16, 2025.

[removed: These programs not only include base wages and] incentives in support of our pay for performance culture, but also health, welfare and retirement benefits.

Participants fully vest in the Salaried [added: Pension Plan after five years of service.]

Our annual report [removed: (Form 10-K),] [added: ("Form 10-K"),] quarterly reports [removed: (Form 10-Q)] [added: ("Form 10-Q")] and current reports (Form [removed: 8-K)] [added: "8-K")] and amendments to those reports filed or furnished with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at https://investors.nordson.com as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC.

ARAG Acquisition

On August 24, 2023, the Company completed the acquisition of the ARAG Group and its subsidiaries ("ARAG Group" or "ARAG") pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company, its Italian subsidiary, Capvis Equity V LP ("Capvis"), DRIP Co-Investment ("DRIP"), and certain individuals (together with Capvis and DRIP, collectively, the "Sellers").

ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying.

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

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

The all-cash ARAG acquisition of approximately €957,000, net of the repayment of approximately €30,300 of debt of the acquired companies, was funded using borrowings under the 364-Day Term Loan Facility and the Company's revolving credit facility.

applications.

- Precision Agriculture – On August 24, 2023, we acquired ARAG Group, a global market and innovation leader in precision agriculture spraying solutions.

Its portfolio consists of three key product families: fluid components, such as nozzles, pumps and filters; smart components that measure and control the flow, quantity and location of dispensed fluid; and control systems that provide a greater variety of input and functionality to the customer.

This broad product portfolio is supported by differentiated software and data capabilities.

We purchase most raw materials and other

Over the last year, we have seen a stabilization of the global supply chain and improved lead times.

We enhanced our risk mitigation and sourcing efforts as a result of the COVID-19 pandemic and geopolitical tensions.

Logistics flows have improved, and global forwarding rates have returned to pre-pandemic levels.

We continue to see moderate rate increases on parcel and domestic trucking activity.

Examples of such

regulations, include, but are not limited to, import and export controls, data privacy, environmental, product safety, corruption, bribery, employment and labor.

The following describes certain significant regulations that may impact our business.

We transact with customers and suppliers in numerous geographies around the world and are required to comply with U.S. and non-U.S. import, export and sanctions laws (collectively “Trade Laws”).

We have developed compliance programs and training to prevent violations of Trade Laws, and we regularly monitor and adjust our programs and training to reflect changes in Trade Laws or changes in our business.

Geopolitical events may result in changes to Trade Laws that may impact our ability to transact business involving certain countries, certain items or certain counterparties, or may impose additional costs or complexity relating to tariffs, taxes, duties or adjustments to our compliance programs, training, or personnel requirements.

The risk of data privacy breaches cannot be entirely eliminated, creating risks of fines and penalties.

These programs not only include base wages and

Nordson’s employee resource groups strengthen our commitment to fostering an inclusive, diverse workplace where everyone feels like they belong.

Participation in these groups is open to all employees.

Nordson Corporation 9

CyberOptics Acquisition

On November 3, 2022, the Company completed the acquisition of CyberOptics Corporation (“CyberOptics”) pursuant to the terms of the Agreement and Plan of Merger, dated as of August 7, 2022, by and among the Company, Meta Merger Company and CyberOptics.

CyberOptics is a leading global developer and manufacturer of high-precision 3D optical sensing technology solutions.

The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that expands our product offering in the semiconductor and electronics industries and will be reported in our Advanced Technology Solutions segment.

The all-cash transaction of approximately $380,000, net of cash acquired, was funded using our revolving credit facility and is not expected to have a material impact on our Consolidated Financial Statements.

The

Though the COVID-19 pandemic disrupted the global supply chain, we have not experienced significant supply disruption from third-party component suppliers.

However, we have faced and continue to face some supply chain constraints, primarily related to electronic component availability.

While logistics flow continues to improve, we are experiencing much higher costs than pre-pandemic rates due to carrier rate increases, mode changes, fuel costs, port backlog and other factors.

In addition, shipments between countries have been impacted and we have experienced delays due to a variety of factors related to supply chain disruption.

related to the collection, storage, use, transmission and protection of personal information and other consumer, customer, vendor or employee data.

Pension Plan after five years of service.

We strive to promote inclusion through ongoing “Inclusive Leadership” and unconscious bias training across the Company.

For the fiscal year ended October 31, [removed: 2022][added: 2023]

Yes ☐ No [removed: x][added: ☒]

The aggregate market value of Common Shares, no par value per share, held by nonaffiliates (based on the closing sale price on the Nasdaq Stock Market) as of April [removed: 29, 2022] [added: 28, 2023] was approximately [removed: $12,407,909,520.][added: $12,317,362,580.]

There were [removed: 57,156,824] [added: 57,016,026] Common Shares outstanding as of November 30, [removed: 2022.][added: 2023.]

Portions of the Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting - Part III of the Form 10-K

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| | | | [Corporate Purpose and [removed: Goals](#i0962a6d4fe5b405daf949e0e17c3358b_19)] [added: Goals](#i351ab1b41aaf4f3082834a93b0eba66b_19)] | | | [removed: [4](#i0962a6d4fe5b405daf949e0e17c3358b_19)] [added: [4](#i351ab1b41aaf4f3082834a93b0eba66b_19)] | | |

| | | | [Principal Products and [removed: Uses](#i0962a6d4fe5b405daf949e0e17c3358b_22)] [added: Uses](#i351ab1b41aaf4f3082834a93b0eba66b_22)] | | | [removed: [5](#i0962a6d4fe5b405daf949e0e17c3358b_22)] [added: [5](#i351ab1b41aaf4f3082834a93b0eba66b_22)] | | |

| | | | [Manufacturing, Raw [removed: Materials](#i0962a6d4fe5b405daf949e0e17c3358b_25)] [added: Materials](#i351ab1b41aaf4f3082834a93b0eba66b_25)] and Other Resources | | | [removed: [6](#i0962a6d4fe5b405daf949e0e17c3358b_25)] [added: [6](#i351ab1b41aaf4f3082834a93b0eba66b_25)] | | |

| | | | [Intellectual [removed: Property](#i0962a6d4fe5b405daf949e0e17c3358b_28)] [added: Property](#i351ab1b41aaf4f3082834a93b0eba66b_28)] | | | [removed: [7](#i0962a6d4fe5b405daf949e0e17c3358b_28)] [added: [7](#i351ab1b41aaf4f3082834a93b0eba66b_28)] | | |

| | | | [Seasonal Variation in [removed: Business](#i0962a6d4fe5b405daf949e0e17c3358b_31)] [added: Business](#i351ab1b41aaf4f3082834a93b0eba66b_31)] | | | [removed: [7](#i0962a6d4fe5b405daf949e0e17c3358b_31)] [added: [7](#i351ab1b41aaf4f3082834a93b0eba66b_31)] | | |

| | | | [Competitive [removed: Conditions](#i0962a6d4fe5b405daf949e0e17c3358b_37)] [added: Conditions](#i351ab1b41aaf4f3082834a93b0eba66b_34)] | | | [removed: [7](#i0962a6d4fe5b405daf949e0e17c3358b_37)] [added: [7](#i351ab1b41aaf4f3082834a93b0eba66b_34)] | | |

| | | | [Compliance with Governmental [removed: Regulations](#i0962a6d4fe5b405daf949e0e17c3358b_40)] [added: Regulations](#i351ab1b41aaf4f3082834a93b0eba66b_37)] | | | [removed: [7](#i0962a6d4fe5b405daf949e0e17c3358b_40)] [added: [7](#i351ab1b41aaf4f3082834a93b0eba66b_37)] | | |

| | | | [Human [removed: Capital](#i0962a6d4fe5b405daf949e0e17c3358b_43)] [added: Capital](#i351ab1b41aaf4f3082834a93b0eba66b_40)] Resources | | | [removed: [8](#i0962a6d4fe5b405daf949e0e17c3358b_43)] [added: [8](#i351ab1b41aaf4f3082834a93b0eba66b_40)] | | |

| | | | [Available [removed: Information](#i0962a6d4fe5b405daf949e0e17c3358b_46)] [added: Information](#i351ab1b41aaf4f3082834a93b0eba66b_43)] | | | [removed: [9](#i0962a6d4fe5b405daf949e0e17c3358b_46)] [added: [9](#i351ab1b41aaf4f3082834a93b0eba66b_43)] | | |

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| | | | [Information about Our Executive [removed: Officers](#i0962a6d4fe5b405daf949e0e17c3358b_64)] [added: Officers](#i351ab1b41aaf4f3082834a93b0eba66b_61)] | | | [removed: [20](#i0962a6d4fe5b405daf949e0e17c3358b_64)] [added: [20](#i351ab1b41aaf4f3082834a93b0eba66b_61)] | | |

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| | | | [Market Information and [removed: Dividends](#i0962a6d4fe5b405daf949e0e17c3358b_73)] [added: Dividends](#i351ab1b41aaf4f3082834a93b0eba66b_70)] | | | [removed: [21](#i0962a6d4fe5b405daf949e0e17c3358b_73)] [added: [22](#i351ab1b41aaf4f3082834a93b0eba66b_70)] | | |

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| [Item [removed: 7.](#i0962a6d4fe5b405daf949e0e17c3358b_79)] [added: 7.](#i351ab1b41aaf4f3082834a93b0eba66b_76)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i0962a6d4fe5b405daf949e0e17c3358b_79)] [added: Operations](#i351ab1b41aaf4f3082834a93b0eba66b_76)] | | | [removed: [23](#i0962a6d4fe5b405daf949e0e17c3358b_79)] [added: [24](#i351ab1b41aaf4f3082834a93b0eba66b_76)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#i0962a6d4fe5b405daf949e0e17c3358b_82)] [added: Estimates](#i351ab1b41aaf4f3082834a93b0eba66b_79)] | | | [removed: [23](#i0962a6d4fe5b405daf949e0e17c3358b_82)] [added: [24](#i351ab1b41aaf4f3082834a93b0eba66b_79)] | | |

| [Item [removed: 7A.](#i0962a6d4fe5b405daf949e0e17c3358b_109)] [added: 7A.](#i351ab1b41aaf4f3082834a93b0eba66b_109)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i0962a6d4fe5b405daf949e0e17c3358b_109)] [added: Risk](#i351ab1b41aaf4f3082834a93b0eba66b_109)] | | | [removed: [30](#i0962a6d4fe5b405daf949e0e17c3358b_109)] [added: [30](#i351ab1b41aaf4f3082834a93b0eba66b_109)] | | |

| [Item [removed: 8.](#i0962a6d4fe5b405daf949e0e17c3358b_112)] [added: 8.](#i351ab1b41aaf4f3082834a93b0eba66b_112)] | | | [Financial Statements and Supplementary [removed: Data](#i0962a6d4fe5b405daf949e0e17c3358b_112)] [added: Data](#i351ab1b41aaf4f3082834a93b0eba66b_112)] | | | [removed: [31](#i0962a6d4fe5b405daf949e0e17c3358b_112)] [added: [31](#i351ab1b41aaf4f3082834a93b0eba66b_112)] | | |

| | | | [Consolidated Statements of [removed: Income](#i0962a6d4fe5b405daf949e0e17c3358b_115)] [added: Income](#i351ab1b41aaf4f3082834a93b0eba66b_115)] | | | [removed: [31](#i0962a6d4fe5b405daf949e0e17c3358b_115)] [added: [31](#i351ab1b41aaf4f3082834a93b0eba66b_115)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i0962a6d4fe5b405daf949e0e17c3358b_118)] [added: Income](#i351ab1b41aaf4f3082834a93b0eba66b_118)] | | | [removed: [32](#i0962a6d4fe5b405daf949e0e17c3358b_118)] [added: [32](#i351ab1b41aaf4f3082834a93b0eba66b_118)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i0962a6d4fe5b405daf949e0e17c3358b_121)] [added: Sheets](#i351ab1b41aaf4f3082834a93b0eba66b_121)] | | | [removed: [33](#i0962a6d4fe5b405daf949e0e17c3358b_121)] [added: [33](#i351ab1b41aaf4f3082834a93b0eba66b_121)] | | |

| | | | [Consolidated Statements of Shareholders’ [removed: Equity](#i0962a6d4fe5b405daf949e0e17c3358b_124)] [added: Equity](#i351ab1b41aaf4f3082834a93b0eba66b_124)] | | | [removed: [34](#i0962a6d4fe5b405daf949e0e17c3358b_124)] [added: [34](#i351ab1b41aaf4f3082834a93b0eba66b_124)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i0962a6d4fe5b405daf949e0e17c3358b_127)] [added: Flows](#i351ab1b41aaf4f3082834a93b0eba66b_127)] | | | [removed: [35](#i0962a6d4fe5b405daf949e0e17c3358b_127)] [added: [35](#i351ab1b41aaf4f3082834a93b0eba66b_127)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i0962a6d4fe5b405daf949e0e17c3358b_130)] [added: Statements](#i351ab1b41aaf4f3082834a93b0eba66b_130)] | | | [removed: [36](#i0962a6d4fe5b405daf949e0e17c3358b_130)] [added: [36](#i351ab1b41aaf4f3082834a93b0eba66b_130)] | | |

| | | | [Management’s Report on Internal Control Over Financial [removed: Reporting](#i0962a6d4fe5b405daf949e0e17c3358b_196)] [added: Reporting](#i351ab1b41aaf4f3082834a93b0eba66b_196)] | | | [removed: [62](#i0962a6d4fe5b405daf949e0e17c3358b_196)] [added: [66](#i351ab1b41aaf4f3082834a93b0eba66b_196)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i0962a6d4fe5b405daf949e0e17c3358b_199)] [added: Firm](#i351ab1b41aaf4f3082834a93b0eba66b_199)] - Internal Controls Opinion | | | [removed: [63](#i0962a6d4fe5b405daf949e0e17c3358b_199)] [added: [67](#i351ab1b41aaf4f3082834a93b0eba66b_199)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i0962a6d4fe5b405daf949e0e17c3358b_202)] [added: Firm](#i351ab1b41aaf4f3082834a93b0eba66b_202)] - Financial Statement Opinion | | | [removed: [64](#i0962a6d4fe5b405daf949e0e17c3358b_202)] [added: [68](#i351ab1b41aaf4f3082834a93b0eba66b_202)] | | |

| [Item [removed: 9.](#i0962a6d4fe5b405daf949e0e17c3358b_205)] [added: 9.](#i351ab1b41aaf4f3082834a93b0eba66b_205)] | | | [Changes in and Disagreements with Accountants on Accounting and Financial [removed: Disclosure](#i0962a6d4fe5b405daf949e0e17c3358b_205)] [added: Disclosure](#i351ab1b41aaf4f3082834a93b0eba66b_205)] | | | [removed: [66](#i0962a6d4fe5b405daf949e0e17c3358b_205)] [added: [71](#i351ab1b41aaf4f3082834a93b0eba66b_205)] | | |

| [Item [removed: 9A.](#i0962a6d4fe5b405daf949e0e17c3358b_208)] [added: 9A.](#i351ab1b41aaf4f3082834a93b0eba66b_208)] | | | [Controls and [removed: Procedures](#i0962a6d4fe5b405daf949e0e17c3358b_208)] [added: Procedures](#i351ab1b41aaf4f3082834a93b0eba66b_208)] | | | [removed: [66](#i0962a6d4fe5b405daf949e0e17c3358b_208)] [added: [71](#i351ab1b41aaf4f3082834a93b0eba66b_208)] | | |

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).

| [PART I](#i351ab1b41aaf4f3082834a93b0eba66b_10) | | | | | | [4](#i351ab1b41aaf4f3082834a93b0eba66b_10) | | |

| [Item 1](#i351ab1b41aaf4f3082834a93b0eba66b_49)[C](#i351ab1b41aaf4f3082834a93b0eba66b_49)[.](#i351ab1b41aaf4f3082834a93b0eba66b_49) | | | Cybersecurity | | | [17](#i351ab1b41aaf4f3082834a93b0eba66b_49) | | |

| [PART II](#i351ab1b41aaf4f3082834a93b0eba66b_64) | | | | | | [22](#i351ab1b41aaf4f3082834a93b0eba66b_64) | | |

| | | | | | | | | |

| [PART I](#i0962a6d4fe5b405daf949e0e17c3358b_10) | | | | | | [4](#i0962a6d4fe5b405daf949e0e17c3358b_10) | | |

| [PART II](#i0962a6d4fe5b405daf949e0e17c3358b_67) | | | | | | [21](#i0962a6d4fe5b405daf949e0e17c3358b_67) | | |

Nordson Corporation 17

Not applicable.

Our principal owned and leased properties (defined as greater than 20,000 square feet or related to a principal operation) as of October 31, [removed: 2022] [added: 2023] were as follows:

| Irwindale, California 1 | | | | | | An office building and lab [added: (leased)] | | | | | | 48,000 | | |

| Bangalore, India 1, 2 | | | | | | [removed: An] [added: A manufacturing,] assembly, warehouse and office building | | | | | | 56,000 | | |

| Geleen, [removed: Limburg] [added: Netherlands] 1 | | | | | | A warehouse and office building | | | | | | 30,000 | | |

Information about leases is reported in Note [removed: 11] [added: 10] of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document.

Nordson Corporation 17

| Golden Valley, Minnesota 3 | | | | | | An office building | | | | | | 61,000 | | |

| Easton, Pennsylvania 3 | | | | | | A manufacturing, warehouse and office building | | | | | | 45,000 | | |

| Rubiera, Italy 1 | | | | | | A manufacturing, five assembly, four warehouse and office buildings | | | | | | 325,000 | | |

| Rosario, Argentina 1 | | | | | | An assembly, warehouse and office building | | | | | | 55,000 | | |

Our executive officers as of October 31, [removed: 2022,] [added: 2023,] were as follows:

| Sundaram Nagarajan | | | | | | [removed: 60] [added: 61] | | | | | | 2019 | | | | | | President and Chief Executive Officer, 2019 | | |

| Joseph P. Kelley | | | | | | [removed: 50] [added: 51] | | | | | | 2020 | | | | | | Executive Vice President, [removed: Chief Financial Officer,] 2020 | | |

| James E. DeVries | | | | | | [removed: 63] [added: 64] | | | | | | 2012 | | | | | | Executive Vice President, 2012 | | |

| Stephen P. Lovass | | | | | | [removed: 53] [added: 54] | | | | | | 2017 | | | | | | Executive Vice President, 2017 | | |

| Jennifer McDonough | | | | | | [removed: 51] [added: 52] | | | | | | 2021 | | | | | | Executive Vice President, General Counsel and Secretary, 2021 | | |

| Srinivas Subramanian | | | | | | [removed: 52] [added: 53] | | | | | | 2022 | | | | | | Executive Vice President, 2022 | | |

[added: Previously, Mr.] Kelley [removed: was appointed] [added: served] as Executive Vice [removed: President,] [added: President and] Chief Financial Officer of the [removed: Company.][added: Company since July 2020.]

[added: Prior to joining the Company,] Mr. Kelley had previously served as Chief Financial Officer of Materion Corporation, (NYSE: MTRN), an advanced materials company, since 2015.

| Stephen Shamrock | | | | | | 51 | | | | | | 2023 | | | | | | Vice President and Corporate Controller, Interim Chief Financial Officer, 2023 | | |

| Sarah Siddiqui | | | | | | 46 | | | | | | 2023 | | | | | | Executive Vice President, 2023 | | |

Effective November 1, 2023, Stephen Shamrock was appointed as Vice President and Corporate Controller, Interim Chief Financial Officer.

Prior to joining Nordson in March 2022, Mr. Shamrock was Senior Vice President, Treasurer and Chief Financial Officer from October 2021 to March 2022 and Vice President Finance from April 2021 to October 2021 of Wyandot Snacks, Inc., a custom snack manufacturer.

Prior to Wyandot, Mr. Shamrock spent nearly seven years with Materion Corporation (NYSE: MTRN), an advanced materials company, where he was Vice President, Corporate Controller and Investor Relations, as well as Interim Chief Financial Officer for a five-month period.

Mr. Shamrock also served in roles of increasing responsibility at The Goodyear Tire & Rubber Company (Nasdaq: GT), and the audit practice of KPMG, LLP.

Effective November 1, 2023, Joseph P.

Kelley was appointed as Executive Vice President and Industrial Precision Solutions segment leader.

Effective February 20, 2023, Sarah Siddiqui was named Executive Vice President - Chief Human Resources Officer.

Prior to joining the Company, Ms. Siddiqui served as Vice President of HR, Operations Engineering, Digital and Corporate Functions from August 2020 to February 2023 and Executive Director of HR, Operations, UTC Aerospace Systems from February 2018

to July 2020 of Collins Aerospace at Raytheon Technologies (NYSE: RTX), an aerospace and defense company.

Before joining Collins Aerospace, she had various roles of increasing responsibilities within the HR function at United Technologies and Citigroup.

Nordson Corporation 21

| Shelly M. Peet | | | | | | 57 | | | | | | 2007 | | | | | | Executive Vice President, 2009 | | |

| Jeffrey A. Pembroke | | | | | | 55 | | | | | | 2015 | | | | | | Executive Vice President, 2015 | | |

Effective July 6, 2020, Joseph P.

As of November 30, [removed: 2022,] [added: 2023,] there were [removed: 1,185] [added: 1,132] record shareholders.

The following graph compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, [removed: 2012] [added: 2013] in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our New Peer Group, which includes: AME, B, DCI, ENTG, GGG, GTLS, [added: ICUI,] IEX, ITT, KEYS, LECO, MKSI, NATI, TER, [added: TFX,] TRMB, [added: VNT,] WTS and WWD.

[removed: ][added: ]

| Company/Market/Peer Group | | | [removed: 2012 | | |] 2013 | | | 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | [added: 2023 | | |]

Nordson Corporation [removed: 21][added: 23]

Approximately [removed: $631,782] [added: $551,996] of the total $1,500,000 authorized remained available for share repurchases at October 31, [removed: 2022.][added: 2023.]

For 2023, the Company made changes to its peer group to add ICU Medical, Inc., Teleflex Incorporated and Vontier Corporation, because each had fallen inside of the parameters used to establish the peer group.

| Nordson Corporation | | | $ | 100.00 | | $ | 107.27 | | $ | 101.05 | | $ | 143.92 | | $ | 183.81 | | $ | 179.62 | | $ | 232.19 | | $ | 288.97 | | $ | 382.91 | | $ | 342.16 | | $ | 326.94 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 117.27 | | $ | 123.37 | | $ | 128.93 | | $ | 159.40 | | $ | 171.11 | | $ | 195.62 | | $ | 214.62 | | $ | 306.72 | | $ | 261.90 | | $ | 288.47 | |

| S&P MidCap 400 | | | $ | 100.00 | | $ | 111.65 | | $ | 115.48 | | $ | 122.70 | | $ | 151.51 | | $ | 153.05 | | $ | 166.85 | | $ | 164.93 | | $ | 245.59 | | $ | 217.25 | | $ | 214.95 | |

| S&P 500 Ind. Machinery | | | $ | 100.00 | | $ | 112.77 | | $ | 112.60 | | $ | 128.57 | | $ | 177.25 | | $ | 163.55 | | $ | 199.45 | | $ | 218.77 | | $ | 288.76 | | $ | 250.71 | | $ | 274.53 | |

| S&P MidCap 400 Ind. Machinery | | | $ | 100.00 | | $ | 105.97 | | $ | 88.70 | | $ | 104.10 | | $ | 149.31 | | $ | 146.17 | | $ | 173.69 | | $ | 185.60 | | $ | 263.65 | | $ | 238.86 | | $ | 255.39 | |

| New Peer Group | | | $ | 100.00 | | $ | 106.28 | | $ | 101.89 | | $ | 109.29 | | $ | 169.60 | | $ | 168.47 | | $ | 218.26 | | $ | 238.88 | | $ | 352.61 | | $ | 288.34 | | $ | 279.39 | |

| Old Peer Group | | | $ | 100.00 | | $ | 105.03 | | $ | 98.04 | | $ | 104.53 | | $ | 161.72 | | $ | 158.16 | | $ | 207.66 | | $ | 231.78 | | $ | 353.85 | | $ | 299.04 | | $ | 290.36 | |

| August 1, 2023 to August 31, 2023 | | | 85 | | | | | | $ | 248.26 | | | | | — | | | | | | $ | 561,762 | |

| September 1, 2023 to September 30, 2023 | | | 8,171 | | | | | | $ | 217.77 | | | | | 8,008 | | | | | | $ | 560,018 | |

| October 1, 2023 to October 31, 2023 | | | 37,277 | | | | | | $ | 215.18 | | | | | 37,277 | | | | | | $ | 551,996 | |

| Total | | | 45,533 | | | | | | | | | | | | 45,285 | | | | | | | | |

For 2022, the Company made changes to its peer group to remove Enerpac Tool Group Corp., Albany International Corp., Gardner Denver Holdings, Inc. (fka Ingersoll Rand Inc.) and Roper Technologies, Inc., because each had fallen outside of the parameters used to establish the peer group and to add MKS Instruments, Inc. and Trimble Inc., which fell within such parameters.

FLIR Systems, Inc. was also removed from the New Peer Group because it was acquired by Teledyne Technologies Incorporated (NYSE: TDY) and ceased to be an independent public company.

| Nordson Corporation | | | $ | 100.00 | | $ | 123.28 | | $ | 132.25 | | $ | 124.58 | | $ | 177.43 | | $ | 226.60 | | $ | 221.44 | | $ | 286.25 | | $ | 356.25 | | $ | 472.06 | | $ | 421.83 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 127.18 | | $ | 149.14 | | $ | 156.89 | | $ | 163.97 | | $ | 202.72 | | $ | 217.61 | | $ | 248.78 | | $ | 272.94 | | $ | 390.07 | | $ | 333.08 | |

| S&P MidCap 400 | | | $ | 100.00 | | $ | 133.48 | | $ | 149.04 | | $ | 154.14 | | $ | 163.78 | | $ | 202.23 | | $ | 204.30 | | $ | 222.72 | | $ | 220.16 | | $ | 327.82 | | $ | 289.99 | |

| S&P 500 Ind. Machinery | | | $ | 100.00 | | $ | 142.79 | | $ | 161.02 | | $ | 160.77 | | $ | 183.57 | | $ | 253.08 | | $ | 233.52 | | $ | 284.79 | | $ | 312.37 | | $ | 412.31 | | $ | 357.98 | |

| S&P MidCap 400 Ind. Machinery | | | $ | 100.00 | | $ | 138.84 | | $ | 147.12 | | $ | 123.15 | | $ | 144.53 | | $ | 207.30 | | $ | 202.93 | | $ | 241.15 | | $ | 257.68 | | $ | 366.04 | | $ | 331.62 | |

| New Peer Group | | | $ | 100.00 | | $ | 138.62 | | $ | 145.80 | | $ | 136.18 | | $ | 148.19 | | $ | 226.15 | | $ | 221.17 | | $ | 290.09 | | $ | 326.22 | | $ | 493.24 | | $ | 418.37 | |

| Old Peer Group | | | $ | 100.00 | | $ | 138.31 | | $ | 150.81 | | $ | 147.25 | | $ | 151.00 | | $ | 227.92 | | $ | 233.26 | | $ | 298.70 | | $ | 323.26 | | $ | 475.86 | | $ | 419.71 | |

| August 1, 2022 to August 31, 2022 | | | 3,156 | | | | | | $ | 224.00 | | | | | 3,027 | | | | | | $ | 160,023 | |

| September 1, 2022 to September 30, 2022 | | | 66,415 | | | | | | $ | 218.00 | | | | | 66,404 | | | | | | $ | 645,547 | |

| October 1, 2022 to October 31, 2022 | | | 64,197 | | | | | | $ | 215.01 | | | | | 64,017 | | | | | | $ | 631,782 | |

| Total | | | 133,768 | | | | | | | | | | | | 133,448 | | | | | | | | |

| Years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020] [added: 2021] | | | | | | | | | | | | | | | | | | | | |

| *(In thousands except for per-share amounts)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Sales | | | | | | $ | [removed: 2,590,278] [added: 2,628,632] | | | | | $ | [removed: 2,362,209] [added: 2,590,278] | | | | | $ | [removed: 2,121,100] [added: 2,362,209] | |

| Cost of sales | | | | | | [removed: 1,163,742] [added: 1,203,227] | | | | | | [removed: 1,038,129] [added: 1,163,742] | | | | | | [removed: 990,632] [added: 1,038,129] | | |

| Selling and administrative expenses | | | | | | [removed: 724,176] [added: 752,644] | | | | | | [removed: 708,953] [added: 724,176] | | | | | | [removed: 693,552] [added: 708,953] | | |

| | | | | | | [removed: 1,887,918] [added: 1,955,871] | | | | | | [removed: 1,747,082] [added: 1,887,918] | | | | | | [removed: 1,771,555] [added: 1,747,082] | | |

| Operating profit | | | | | | [removed: 702,360] [added: 672,761] | | | | | | [removed: 615,127] [added: 702,360] | | | | | | [removed: 349,545] [added: 615,127] | | |

| Interest expense | | | | | | [removed: (22,413)] [added: (59,505)] | | | | | | [removed: (25,491)] [added: (22,413)] | | | | | | [removed: (32,160)] [added: (25,491)] | | |

| Interest and investment income | | | | | | [removed: 2,026] [added: 2,680] | | | | | | [removed: 2,150] [added: 2,026] | | | | | | [removed: 1,681] [added: 2,150] | | |

| Pension settlement charge for U.S. Plans | | | | | | [removed: (41,221)] [added: —] | | | | | | [removed: —] [added: (41,221)] | | | | | | — | | |

| Other - net | | | | | | [removed: 8,527] [added: (597)] | | | | | | [removed: (17,610)] [added: 8,527] | | | | | | [removed: (17,577)] [added: (17,610)] | | |

| | | | | | | [removed: (53,081)] [added: (57,422)] | | | | | | [removed: (40,951)] [added: (53,081)] | | | | | | [removed: (48,056)] [added: (40,951)] | | |

| Income before income taxes | | | | | | [removed: 649,279] [added: 615,339] | | | | | | [removed: 574,176] [added: 649,279] | | | | | | [removed: 301,489] [added: 574,176] | | |

| [removed: Current | | |] [added: Total current] | | | [removed: 146,908] [added: 143,962] | | | | | | [removed: 115,737] [added: 146,908] | | | | | | [removed: 65,906] [added: 115,737] | | |

| [removed: Deferred | | |] [added: Total deferred] | | | [removed: (10,732)] [added: (16,116)] | | | | | | [removed: 4,071] [added: (10,732)] | | | | | | [removed: (13,956)] [added: 4,071] | | |

| | | | [removed: | | | 136,176] [added: $] | [added: 127,846] | | | | | [removed: 119,808] [added: $] | [added: 136,176] | | | | | [removed: 51,950] [added: $] | [added: 119,808] | |

| Net income | | | | | | $ | [removed: 513,103] [added: 487,493] | | | | | $ | [removed: 454,368] [added: 513,103] | | | | | $ | [removed: 249,539] [added: 454,368] | |

| Average common shares | | | | | | [removed: 57,629] [added: 57,090] | | | | | | [removed: 58,091] [added: 57,629] | | | | | | [removed: 57,757] [added: 58,091] | | |

| Incremental common shares attributable to equity compensation | | | | | | [removed: 620] [added: 541] | | | | | | [removed: 643] [added: 620] | | | | | | [removed: 716] [added: 643] | | |

| Average common shares and common share equivalents | | | | | | [removed: 58,249] [added: 57,631] | | | | | | [removed: 58,734] [added: 58,249] | | | | | | [removed: 58,473] [added: 58,734] | | |

| Basic earnings per share | | | | | | $ | [removed: 8.90] [added: 8.54] | | | | | $ | [removed: 7.82] [added: 8.90] | | | | | $ | [removed: 4.32] [added: 7.82] | |

| Diluted earnings per share | | | | | | $ | [removed: 8.81] [added: 8.46] | | | | | $ | [removed: 7.74] [added: 8.81] | | | | | $ | [removed: 4.27] [added: 7.74] | |

| Dividends declared per common share | | | | | | $ | [removed: 2.18] [added: 2.63] | | | | | $ | [removed: 1.69] [added: 2.18] | | | | | $ | [removed: 1.53] [added: 1.69] | |

| *(In thousands)* | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | | | | | [removed: 2020] [added: 2021] | | |

| Foreign currency translation adjustments | | | | | | [removed: (126,657)] [added: 26,766] | | | | | | [removed: 7,033] [added: (126,657)] | | | | | | [removed: 12,910] [added: 7,033] | | |

| Prior service [removed: (cost)] credit arising during the year | | | | | | — | | | | | | [removed: 124] [added: —] | | | | | | [removed: (6)] [added: 124] | | |

| Net actuarial gain (loss) arising during the year | | | | | | [removed: 54,065] [added: (15,106)] | | | | | | [removed: 25,289] [added: 54,065] | | | | | | [removed: (21,607)] [added: 25,289] | | |

| Amortization of prior service cost | | | | | | [removed: (201)] [added: (34)] | | | | | | [removed: (304)] [added: (201)] | | | | | | [removed: (232)] [added: (304)] | | |

| Amortization of actuarial [added: (gain)] loss | | | | | | [removed: 7,575] [added: (24)] | | | | | | [removed: 14,954] [added: 7,575] | | | | | | [removed: 12,767] [added: 14,954] | | |

| Curtailment gain | | | | | | [removed: 1,052] [added: (2)] | | | | | | [removed: —] [added: 1,052] | | | | | | — | | |

| Settlement [added: (gain)] loss recognized | | | | | | [removed: 32,219] [added: (259)] | | | | | | [removed: 3,187] [added: 32,219] | | | | | | [removed: 1,931] [added: 3,187] | | |

| Total pension and postretirement benefit plans | | | | | | [removed: 94,710] [added: (15,425)] | | | | | | [removed: 43,250] [added: 94,710] | | | | | | [removed: (7,147)] [added: 43,250] | | |

| Total other comprehensive income (loss) | | | | | | [removed: (31,947)] [added: 11,341] | | | | | | [removed: 50,283] [added: (31,947)] | | | | | | [removed: 5,763] [added: 50,283] | | |

| Total comprehensive income | | | | | | $ | [removed: 481,156] [added: 498,834] | | | | | $ | [removed: 504,651] [added: 481,156] | | | | | $ | [removed: 255,302] [added: 504,651] | |

| October 31, [removed: 2022] [added: 2023] and [removed: 2021] [added: 2022] | | | | | | | | | | | | | | |

| Current assets: | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| [removed: Cash] [added: Cash] and cash equivalents [removed: |] [added: at beginning of year] | | | | | [removed: $] | 163,457 | | | | | [removed: $] | 299,972 | | [added: | | | | 208,293 | | |]

| Receivables - net | | | | | | [removed: 537,313] [added: 590,886] | | | | | | [removed: 489,389] [added: 537,313] | | |

| Inventories - net | | | | | | [removed: 383,398] [added: 454,775] | | | | | | [removed: 327,195] [added: 383,398] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 48,803] [added: 67,970] | | | | | | [removed: 48,282] [added: 48,803] | | |

| Cash and cash equivalents | | | | | | $ | 115,679 | | | | | $ | 163,457 | |

| | | | | | | $ | 5,251,770 | | | | | $ | 3,820,375 | |

| | | | | | | $ | 5,251,770 | | | | | $ | 3,820,375 | |

| Years ended October 31, 2023, 2022 and 2021 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Purchase of treasury shares | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (89,708) | | | | | | (89,708) | | |

| Net income | | | — | | | | | | — | | | | | | 487,493 | | | | | | — | | | | | | — | | | | | | 487,493 | | |

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

| Years ended October 31, 2023, 2022 and 2021 | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 487,493 | | | | | $ | 513,103 | | | | | $ | 454,368 | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

| | | | | | | | | | | | | | | | | | | | | |

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

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

These contracts usually have maturities of

90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts.

Accordingly, the changes in the fair value of the foreign currency forward contracts are recognized in each accounting period in “Other – net” on the Consolidated Statements of Income together with the transaction gain or loss from the related balance sheet position.

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

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

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

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

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

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

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

The acquisitions of our businesses are accounted for under the acquisition method of accounting.

The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill.

The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, and other relevant information.

Such information typically includes valuations obtained from independent appraisal experts, which management reviews and considers in its estimates of fair values.

The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value.

Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future revenue growth rates and EBITDA margins, discount rates, customer attrition rates, and asset lives, among other items.

This judgment could result in either a higher or lower value assigned to amortizable or depreciable assets.

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

| Balance at October 31, 2023 | | | $ | (133,280) | | | | | $ | (63,161) | | | | | $ | (196,441) | |

| | | | 2023 | | | | | | 2022 | | |

2023 Acquisitions

On August 24, 2023, the Company completed the acquisition of the ARAG Group and its subsidiaries ("ARAG Group" or "ARAG") pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company, its Italian subsidiary, Capvis Equity V LP, DRIP Co-Investment, and certain individuals.

ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying.

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

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

| Assets held for sale impairment charge | | | | | | — | | | | | | — | | | | | | 87,371 | | |

| Income tax provision: | | | | | | | | | | | | | | | | | | | | |

| October 31, 2019 | | | $ | 12,253 | | | | | $ | 483,116 | | | | | $ | 2,747,650 | | | | | $ | (231,881) | | | | | $ | (1,430,093) | | | | | $ | 1,581,045 | |

| Net income | | | — | | | | | | — | | | | | | 249,539 | | | | | | — | | | | | | — | | | | | | 249,539 | | |

| Reclassification due to adoption of ASU 2016-02 | | | — | | | | | | — | | | | | | (104) | | | | | | — | | | | | | — | | | | | | (104) | | |

| Impairment loss on assets held for sale | | | | | | — | | | | | | — | | | | | | 87,371 | | |

| Purchase of treasury shares | | | | | | (262,869) | | | | | | (60,970) | | | | | | (52,614) | | |

| Cash and cash equivalents at beginning of year | | | | | | 299,972 | | | | | | 208,293 | | | | | | 151,164 | | |

Cost was determined using the LIFO method for 16 percent of consolidated inventories at October 31, 2021.

Consolidated inventories would have been $4,216 higher than reported at October 31, 2021 had the FIFO method, which approximates current cost, been used for valuation of all inventories.

useful lives of the assets or, in the case of property under finance leases, over the terms of the leases.

| Balance at October 31, 2021 | | | $ | (33,389) | | | | | $ | (142,446) | | | | | $ | (175,835) | |

2020 acquisitions

On September 1, 2020, we acquired 100 percent of the outstanding shares of vivaMOS Ltd. ("vivaMOS"), a developer and fabricator of high-end large-area complementary metal–oxide–semiconductor ("CMOS") image sensors for a wide range of X-ray applications.

We acquired vivaMOS for an aggregate purchase price of $17,154 net of cash and other closing adjustments of approximately $158, utilizing cash on hand.

This acquisition is being reported in our Advanced Technology Solutions segment and the results of vivaMOS were not material to our Consolidated Financial Statements.

On June 1, 2020, we acquired 100 percent of the outstanding shares of Fluortek, Inc. ("Fluortek"), a precision plastic extrusion manufacturer that provides custom dimensioned tubing to the medical device industry.

We acquired Fluortek for an aggregate purchase price of $125,260, net of cash and other closing adjustments of approximately $515, utilizing cash on hand.

This acquisition is being reported in our Medical and Fluid Solutions segment and the results for Fluortek were not material to the our Consolidated Financial Statements.

Note 4 — Divestiture

In the fourth quarter of 2020, we committed to a plan to sell our screws and barrels product line within our Industrial Precision Solutions operating segment and determined the criteria to be classified as held for sale were met.

We entered into a letter of intent to sell the screws and barrels product line in October 2020, and in December 2020, we entered into a definitive agreement with the buyer.

The assets and liabilities were presented as held for sale in the Condensed Consolidated Balance Sheets and measured at the lower of carrying value or fair value less cost to sell from October 31, 2020 until the transaction was completed on February 1, 2021.

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, assets held for sale impairment charge of $87,371 in 2020.

Excluding the non-cash, assets held for sale impairment charge recorded in the fourth quarter of 2020, the operating results of the screws and barrels product line were not material to our Consolidated Financial Statements for any period presented.

There were no significant adjustments in 2021 to the loss recognized in 2020.

| | | | 545,531 | | | | | | 496,941 | | |

| | | | $ | 537,313 | | | | | $ | 489,389 | |

| | | | 429,133 | | | | | | 377,274 | | |

| | | | $ | 383,398 | | | | | $ | 327,195 | |

| | | | 902,541 | | | | | | 889,360 | | |

| | | | $ | 353,442 | | | | | $ | 355,565 | |

| Other | | | 85,055 | | | | | | 68,374 | | |

| | | | $ | 206,828 | | | | | $ | 201,992 | |

Effective in the fourth quarter of 2022, we realigned our former two operating segments into three: Industrial Precision Solutions, Medical and Fluid Solutions, and Advanced Technology Solutions.

Previously, Advanced Technology Solutions was comprised of Medical and Fluid Solutions and the former Advanced Technology Solutions.

Our segment change did not have any impact on our reporting units.

| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer [removed: (executive vice] [added: (vice] president and [added: corporate controller, interim] chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in the Securities Exchange Act Rule 13a-15e) as of October 31, [removed: 2022.][added: 2023.]

Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, [removed: 2022] [added: 2023] in ensuring that information required to be disclosed in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal [removed: controls] [added: control] over financial reporting that occurred during the fourth quarter of [removed: 2022] [added: 2023] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended October 31, 2023, 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.

None.

Nordson Corporation [removed: 66][added: 71]

The information required by this Item is incorporated by reference to the captions “Proposal 1: Election of Directors” and "Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers, and Large Beneficial Owners—Delinquent Section 16(a) Reports” of our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

Information regarding the Audit Committee and Audit Committee financial experts is incorporated by reference to the caption “Committees of the Board of Directors” of our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the “Executive Compensation Discussion and Analysis” section of the definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders, along with the sections captioned “Directors Compensation,” “Summary Compensation for Fiscal Year [removed: 2022,”] [added: 2023,”] “Grants of Plan-Based Awards,” “Outstanding Equity Awards at October 31, [removed: 2022,”] [added: 2023,”] “Stock Option Exercises and Stock Vested Tables,” “Pension Benefits,” “Nonqualified Deferred Compensation,” “Potential Benefits Upon Termination or Change of Control,” “CEO Pay Ratio,” "Risks Related to Executive Compensation Policies and Practices" and "Compensation Committee Report" in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Directors, Director Nominees, Executive Officers and Large Beneficial Owners” in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

Nordson Corporation [removed: 67][added: 72]

The following table sets forth (in whole shares) information regarding equity compensation plans in effect as of October 31, [removed: 2022:][added: 2023:]

| Equity compensation plans [added: not] approved by security holders | | | | | | [removed: 1,612,786] [added: —] | | | | | | [removed: $] [added: —] | [removed: 141.82] | | | | | [removed: 2,122,034] [added: —] | | |

| Equity compensation plans [removed: not] approved by security holders | | | | | | [removed: —] [added: 1,377,280] | | | | | | [removed: —] [added: $] | [added: 152.41] | | | | | [removed: —] [added: 2,009,313] | | |

(3) As of October 31, [removed: 2022,] [added: 2023,] includes shares available for future issuance under the 2021 Plan, including for awards other than options, warrants and rights.

| Total | | | | | | 1,377,280 | | | | | | $ | 152.41 | | | | | 2,009,313 | | |

| Total | | | | | | 1,612,786 | | | | | | $ | 141.82 | | | | | 2,122,034 | | |

The information required by this Item is incorporated by reference to the captions “Corporate Governance—Director Independence” and “Corporate Governance—Review of Transactions with Related Persons” in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption “Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm—Fees Paid to Ernst & Young LLP” and the caption “Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm—Pre-Approval of Audit and Non-Audit Services” in our definitive Proxy Statement for the [removed: 2023] [added: 2024] Annual Meeting of Shareholders.

Nordson Corporation [removed: 68][added: 73]

Consolidated Statements of Income for each of the three years in the period ended October 31, [removed: 2022][added: 2023]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2022][added: 2023]

Consolidated Balance Sheets as of October 31, [removed: 2022] [added: 2023] and October 31, [removed: 2021][added: 2022]

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, [removed: 2022][added: 2023]

Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, [removed: 2022][added: 2023]

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended October 31, [removed: 2022.][added: 2023.]

Nordson Corporation [removed: 69][added: 74]

[removed: [Table](#i0962a6d4fe5b405daf949e0e17c3358b_7)] [added: [Table](#i351ab1b41aaf4f3082834a93b0eba66b_7)] [Table of [removed: Contents](#i0962a6d4fe5b405daf949e0e17c3358b_7)][added: Contents](#i351ab1b41aaf4f3082834a93b0eba66b_7)]

| 2-a | | | | | | [Agreement and Plan of Merger, dated as of August [removed: 7,](http://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.htm) [2022,] [added: 7, 2022,] by and among Nordson Corporation, Meta Merger [removed: Company](http://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.htm) [and] [added: Company and] CyberOptics Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-K dated August 10, 2022)](http://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.htm) | | |

| [removed: 3-b] [added: 10-e-5] | | | | | | [removed: [1998 Amended Regulations] [added: [Nordson Corporation 2005 Excess Defined Benefit Pension Plan (Second Amendment Effective July 1, 2021)] (incorporated [removed: herein] by reference to Exhibit [removed: 3-b] [added: 10-e-5] to [removed: Registrant’s] [added: Registrant's] Annual Report on Form 10-K for the year ended October 31, [removed: 2016)](http://www.sec.gov/Archives/edgar/data/72331/000156459016030237/ndsn-ex3b_159.htm)] [added: 2021)*](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)] | | |

| [removed: 4-h] [added: 10-k] | | | | | | [removed: [Third Amended] [added: [Amended] and Restated [removed: Credit Agreement] [added: Term Loan Agreement,] dated April 30, 2019, among Nordson Corporation, various financial institutions named therein, and [removed: KeyBank,] [added: PNC Bank,] National Association, as administrative agent (incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.2] to Registrant’s Form 8-K dated May 6, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/72331/000119312519138470/d739052dex41.htm)] [added: 2019)](http://www.sec.gov/Archives/edgar/data/72331/000119312519138470/d739052dex42.htm)] | | |

| [removed: 4-k] [added: 10-t] | | | | | | [removed: [Amended and Restated] [added: [364-Day] Term Loan [added: Credit] Agreement, dated [removed: April 30, 2019,] [added: as of August 23, 2023, by and] among Nordson Corporation, [added: as Borrower, JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and] various financial institutions named [removed: therein, and PNC Bank, National Association,] [added: therein] as [removed: administrative agent] [added: lenders] (incorporated herein by reference to Exhibit [removed: 4.2] [added: 4.1] to Registrant’s Form 8-K dated [removed: May 6, 2019)](http://www.sec.gov/Archives/edgar/data/72331/000119312519138470/d739052dex42.htm)] [added: August 24, 2023).](http://www.sec.gov/Archives/edgar/data/72331/000007233123000150/exhibit364-daytermloancred.htm)] | | |

| [removed: 4-l] [added: 4-k] | | | | | | [Master Note Purchase Agreement, dated as of June 22, 2018, by and among Nordson Corporation and the purchasers named therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated June 28, 2018)](http://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm) | | |

Nordson Corporation [removed: 70][added: 75]

| 10-e-4 | | | | | | [Nordson Corporation 2005 Excess Defined Benefit Pension Plan (First Amendment Effective July 9, [removed: 2009](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)[)] [added: 2009)] (incorporated by reference to Exhibit 10-e-4 to [removed: Registrant](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)['s] [added: Registrant's] Annual [removed: R](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)[eport] [added: Report] on Form 10-K for the year [removed: ended](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm) [October] [added: ended October] 31, [removed: 202](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)[1](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)[)*](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)] [added: 2021)*](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex4.htm)] | | |

| 10-g-10 | | | | | | [removed: Nordson] [added: [Nordson] Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated April 19, [removed: 2021)*] [added: 2021)*](http://www.sec.gov/Archives/edgar/data/72331/000119312521126608/d147962dex102.htm)] | | |

| [removed: 10-k] [added: 10-l] | | | | | | [Employment Agreement, effective as of August 1, 2019, between Nordson Corporation and Sundaram Nagarajan (incorporated herein by reference to Exhibit 10.2 to Registrant’s Form 8-K dated June 14, 2019)*](http://www.sec.gov/Archives/edgar/data/72331/000119312519173060/d760303dex102.htm) | | |

| [removed: 10-l] [added: 10-m] | | | | | | [Change-in-Control Retention Agreement between Nordson Corporation and Sundaram Nagarajan (incorporated herein by reference to Exhibit 10.3 to Registrant’s Form 8-K dated June 14, 2019)*](http://www.sec.gov/Archives/edgar/data/72331/000119312519173060/d760303dex103.htm) | | |

| [removed: 10-m] [added: 10-n] | | | | | | [Separation agreement between Gregory P. Merk and Nordson Corporation, effective January 27, 2022 (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 10-Q dated February 25, 2022)](http://www.sec.gov/Archives/edgar/data/72331/000007233122000016/exhibit101.htm) | | |

| (21) | | | | | | [Subsidiaries of the [removed: Registrant](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx21.htm)] [added: Registrant](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx21.htm)] | | |

| (23) | | | | | | [Consent of Independent Registered Public Accounting [removed: Firm](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx23.htm)] [added: Firm](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx23.htm)] | | |

| (24) | | | | | | [Power of Attorney (included on the signature page to this Annual Report on Form [removed: 10-K)](#i0962a6d4fe5b405daf949e0e17c3358b_262)] [added: 10-K)](#i351ab1b41aaf4f3082834a93b0eba66b_262)] | | |

| [removed: [31.1](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx311.htm)] [added: [31.1](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx311.htm)] | | | | | | [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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx311.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx311.htm)] | | |

| [removed: [31.2](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx312.htm)] [added: [31.2](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx312.htm)] | | | | | | [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 [removed: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx312.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx312.htm)] | | |

Nordson Corporation [removed: 71][added: 76]

| [removed: [32.1](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx321.htm)] [added: [32.1](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx321.htm)] | | | | | | [Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx321.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx321.htm)] (furnished herewith) | | |

| [removed: [32.2](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx322.htm)] [added: [32.2](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx322.htm)] | | | | | | [Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of [removed: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233122000185/ndsn-20221031xexx322.htm)] [added: 2002](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ndsn-20231031xexx322.htm)] (furnished herewith) | | |

| 101 | | | | | | The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, [removed: 2022,] [added: 2023,] formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (iii) the Consolidated Balance Sheets at October 31, [removed: 2022] [added: 2023] and [removed: 2021,] [added: 2022,] (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] (v) the Consolidated Statements of Cash Flows for the years ended October 31, [removed: 2022, 2021] [added: 2023, 2022] and [removed: 2020,] [added: 2021,] and (vi) the Notes to Consolidated Financial Statements. | | |

| 104 | | | | | | The cover page from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, [removed: 2022,] [added: 2023,] formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). | | |

| 3-b | | | | | | [2023 Amended Regulations](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex3-bnordsonamendedregulat.htm) | | |

| 4-l | | | | | | [Indenture, dated September 13, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee](http://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex41.htm) (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated September 13, 2023). | | |

| 4-m | | | | | | [First Supplemental Indenture, dated September 13, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, to the Indenture dated September 13, 2023 (incorporated herein by reference to Exhibit 4.2 to Registrant's Form 8-K dated September 13, 2023).](http://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex42.htm) | | |

| [10-](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit101.htm)[o](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit101.htm) | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Options Award](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit101.htm) (incorporated herein by reference to Exhibit 10.1 to Registrant's Form 10-Q dated February 23, 2023)* | | |

| [10-](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit102.htm)[p](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit102.htm) | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Units Award](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit102.htm) [](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit102.htm)[(incorporated herein by reference to Exhibit 10.2 to Registrant's Form 10-Q dated February 23, 2023)*](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit102.htm) | | |

| [10-](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit103.htm)[q](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit103.htm) | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Units Award](http://www.sec.gov/Archives/edgar/data/72331/000007233123000045/exhibit103.htm) (incorporated herein by reference to Exhibit 10.3 to Registrant's Form 10-Q dated February 23, 2023)* | | |

| 10-r | | | | | | [Term Loan Agreement, dated as of January 18, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, and the Lenders party thereto and PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated January 23, 2023)](http://www.sec.gov/Archives/edgar/data/72331/000007233123000024/pnc_nordson-termloanagreem.htm) | | |

| 10-s | | | | | | [Credit Agreement, dated as of June 6, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, Wells Fargo Bank, National Association, as Agent, and Wells Fargo Securities, LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, and U.S. Bank National Association, as Joint Lead Arrangers and Bookrunners, and various financial institutions named therein as lenders. (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated June 6, 2023)](http://www.sec.gov/Archives/edgar/data/72331/000007233123000110/creditagreement_2023.htm) | | |

| 10-u | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Option Award*](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex10-unordsonxformofstocko.htm) | | |

| 10-v | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Unit Award*](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex10-vnordsonxformofrestri.htm) | | |

| 10-w | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Unit Award*](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex10-wnoticeofawardpsufy24.htm) | | |

| 10-x | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Unit Award](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex10-xrestrictedshareunita.htm) [with cli](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex10-xrestrictedshareunita.htm)[ff vesting](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex10-xrestrictedshareunita.htm)[*](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex10-xrestrictedshareunita.htm) | | |

| 97 | | | | | | [Nordson Corporation Compensation Clawback Policy](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/exhibit97.htm) | | |

| 4-m | | | | | | [Amended and Restated Note Purchase Agreement and Private Shelf Agreement for $200 million, dated October 29, 2020 between Nordson Corporation and New York Life Investment Management LLC](http://www.sec.gov/Archives/edgar/data/72331/000007233120000024/ndsn-20201031xexx4m.htm) | | |

| 10-e-5 | | | | | | [N](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)[ordson Corporation 2005 Excess Defined Benefit Pension Plan (Second Amendment Effective July 1, 2021](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)[)](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm) [(incorporated by reference to E](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)[xhibit 10-e-5 to Registrant](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)['s Annual Report on Form 10-K for the year ended October 31, 2021)](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm)[*](http://www.sec.gov/Archives/edgar/data/72331/000007233121000079/exhibit10-ex5.htm) | | |

| | | | | | | [removed: Executive] Vice [removed: President,] [added: President and Corporate Controller, Interim] Chief Financial Officer | | |

Nordson Corporation [removed: 72][added: 77]

[removed: Kelley] [added: KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen Shamrock] as his or her true and lawful attorney-in-fact and agent with full power to act alone, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.

| /s/ Sundaram Nagarajan | | | Director, President and Chief Executive Officer (Principal Executive Officer) | | | December [removed: 19, 2022] [added: 20, 2023] | | |

| /s/ [removed: Joseph P. Kelley] [added: Stephen Shamrock] | | | [removed: Executive] Vice [removed: President,] [added: President and Corporate Controller, Interim] Chief Financial Officer (Principal Financial Officer) (Principal Accounting Officer) | | | December [removed: 19, 2022] [added: 20, 2023] | | |

| /s/ Michael J. Merriman, Jr. | | | Chair of the Board | | | December [removed: 19, 2022] [added: 20, 2023] | | |

| /s/ Dr. John A. DeFord | | | Director | | | December [removed: 19, 2022] [added: 20, 2023] | | |

| /s/ Frank M. Jaehnert | | | Director | | | December [removed: 19, 2022] [added: 20, 2023] | | |

| /s/ Ginger M. Jones | | | Director | | | December [removed: 19, 2022] [added: 20, 2023] | | |

| /s/ Milton M. Morris | | | Director | | | December [removed: 19, 2022] [added: 20, 2023] | | |

| /s/ Jennifer A. Parmentier | | | Director | | | December [removed: 19, 2022] [added: 20, 2023] | | |

| /s/ Victor L. Richey, Jr. | | | Director | | | December [removed: 19, 2022] [added: 20, 2023] | | |

Nordson Corporation [removed: 73][added: 78]

| | | | Balance at Beginning of Year | | | | | | Charged to Expense | | | | | | [removed: Deductions] [added: Additions (Deductions)] | | | | | | Currency Effects | | | | | | Balance at End of Year | | |

| 2021 | | | $ | 9,045 | | | | | 32 | | | | | | [removed: 1,572] [added: (1,572)] | | | | | | 47 | | | | | | $ | 7,552 | |

| 2022 | | | [removed: $] [added: $] | [removed: 7,552] [added: 7,552] | | | | | [removed: 1,259] [added: 1,259] | | | | | | [removed: 1,336] [added: (1,336)] | | | | | | [removed: 743] [added: 743] | | | | | | [removed: $] [added: $] | [removed: 8,218] [added: 8,218] | |

| 2021 | | | $ | 41,315 | | | | | 11,718 | | | | | | [removed: 7,436] [added: (7,436)] | | | | | | 266 | | | | | | $ | 45,863 | |

| 2022 | | | [removed: $] [added: $] | [removed: 45,863] [added: 45,863] | | | | | [removed: 18,694] [added: 18,694] | | | | | | [removed: 18,372] [added: (18,372)] | | | | | | [removed: (450)] [added: (450)] | | | | | | [removed: $] [added: $] | [removed: 45,735] [added: 45,735] | |

Nordson Corporation [removed: 74][added: 79]

| Date: December 20, 2023 | | | By: | | | /s/ Stephen Shamrock | | |

| | | | | | | Stephen Shamrock | | |

| Stephen Shamrock | | | | | | | | |

| 2023 | | | $ | 8,218 | | | | | 283 | | | | | | 1,469 | | | | | | 45 | | | | | | $ | 10,015 | |

| 2023 | | | $ | 45,735 | | | | | 24,925 | | | | | | 6,617 | | | | | | (152) | | | | | | $ | 77,125 | |

Nordson Corporation 80

| | | | | | | | | |

| Date: December 19, 2022 | | | By: | | | /s/ Joseph P. Kelley | | |

| | | | | | | Joseph P. Kelley | | |

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Joseph P.

| Joseph P. Kelley | | | | | | | | |

| /s/ Mary G. Puma | | | Director | | | December 19, 2022 | | |

| Mary G. Puma | | | | | | | | |

| 2020 | | | $ | 9,801 | | | | | 2,165 | | | | | | 3,074 | | | | | | 153 | | | | | | $ | 9,045 | |

| 2020 | | | $ | 39,377 | | | | | 24,767 | | | | | | 23,255 | | | | | | 426 | | | | | | $ | 41,315 | |