Nordson (NDSN) 10-K risk factor changes: FY2024 vs FY2023

Changes in United States or international economic conditions, including declines in the industries we serve, could adversely affect the [added: revenue stream and] profitability of any of our operations.

In [removed: 2023,] [added: 2024,] approximately [removed: 34] [added: 33] percent of our revenue was generated in the United States, while approximately [removed: 66] [added: 67] 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 conflicts in Europe and the Middle East have [removed: to date] negatively impacted the global economy and created significant volatility and disruption of financial [removed: markets.][added: markets, and may continue to do so in future periods.]

A portion of our product sales is attributable to industries and markets, such as the electronics, polymer [removed: processing] [added: processing, agriculture,] and metal finishing industries, which historically have been cyclical and sensitive to relative changes in supply and demand and general economic conditions.

Downward economic cycles in our customers’ industries or [removed: countries] [added: markets] may reduce sales of some of our products.

It is not possible to [removed: predict] accurately [added: predict] the factors that will affect demand for our products in the future.

Any significant downturn in the health of the general economy, or any recession, depression or other sustained adverse market [removed: event,] [added: event or conditions,] including inflationary pressures, could have an adverse effect on our revenues and financial performance, resulting in impairment of assets.

Our [added: financial] results have [removed: been] [added: been,] and could continue to [removed: be] [added: be, significantly] impacted by uncertainty in U.S. trade policy, including uncertainty surrounding changes in tariffs, trade agreements or other trade restrictions imposed by the U.S. or other governments.

Other effects of these changes, including impacts on the price of raw materials, responsive actions from governments and the opportunity for competitors to establish a presence in markets where we participate, could also have significant impacts on our [added: financial] results.

A significant portion of our consolidated revenues in [removed: 2023] [added: 2024] were generated in currencies other than the United States dollar, which is our reporting currency.

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 [added: of currency exchange rates.]

Political conditions in and between the United States and foreign countries in which we operate could adversely affect [removed: us.][added: our business.]

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

A protectionist trade environment in either the U.S. or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other [removed: trade policies, may materially and adversely affect our ability to sell our products in foreign markets.]

The [removed: current] [added: incoming] U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current or future administration may take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be ultimately imposed in the future.

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 [added: 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.]

Increased information technology threats and [removed: more sophisticated] [added: cybersecurity incidents] and [removed: targeted cybercrime] [added: threats] could pose a risk to our systems, networks, products, solutions and [removed: services.][added: services and those of our business partners.]

We have experienced and expect to continue to experience [removed: cyber-attacks] [added: cybersecurity threats and some cybersecurity incidents] to our systems and networks.

To conduct our business, we rely extensively on information technology systems, networks and services, some of which are managed, hosted and provided by third-party [removed: service providers.][added: business partners.]

Increased global information technology security threats, [removed: more sophisticated and targeted] computer crime and cyberterrorism pose a risk to the security of our systems and networks and those of our third-party service providers and the confidentiality, availability and integrity of our data.

[removed: Accordingly, we may be unable to anticipate] these techniques or implement adequate preventative measures.

The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers' allocation to other purchasers, interruptions in production by suppliers and changes in exchange rates and prevailing price levels, including as a result of [removed: inflation.][added: inflation or the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies.]

The conflicts in Europe and the Middle East have negatively impacted, and may continue to negatively impact, the availability and prices for raw materials, [removed: parts,] [added: parts] and components.

[added: 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.

If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on [removed: us,] our [added: business,] financial condition and results of operations.

[removed: We rely on a combination of patents, trademark,] copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights.

If we fail to develop new products or enhance existing products, or our customers do not accept the new or enhanced products we develop, our [removed: revenue] [added: financial condition, results of operations, cash flows] and [removed: profitability] [added: liquidity] could be adversely [removed: impacted.][added: affected.]

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

For example, in August [removed: 2023,] [added: 2024,] we completed our acquisition of [removed: the ARAG Group.][added: Atrion.]

We intend to continue to seek additional acquisition opportunities both to expand into new [removed: markets and to enhance our position in existing markets throughout the world.]

In addition, we cannot assure that any acquisition, including the recent acquisitions of [added: Atrion,] the ARAG Group [added: ("ARAG")] 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.

- our ability to realize operating efficiencies, synergies or other benefits expected from an [removed: acquisition,] [added: acquisition] and possible delays in realizing the benefits of the acquired company or products;

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

[removed: Any] [added: In addition, any] determination requiring the write-off of a significant portion of unamortized intangible assets would negatively affect our results of operations and equity book value, the effect of which could be material.

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

U.S. GAAP requires that we calculate pension expense using actuarial valuations, which are dependent upon our various [removed: assumptions] [added: assumptions,] including estimates of expected long-term rate of return on plan assets, discount rates for future payment obligations, and the expected rate of increase in future compensation levels.

[added: 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.

Expectations relating to environmental, social and governance [added: ("ESG")] considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on [removed: environmental, social and governance] [added: ESG] considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.

We make statements about our [removed: environmental, social and governance] [added: ESG] goals and initiatives through information provided on our website, press statements and other communications, including through our ESG Report.

For example, the incoming U.S. presidential administration has proposed to significantly increase tariffs on foreign imports into the United States, particularly from Canada, China and Mexico.

trade policies, may materially and adversely affect our ability to sell our products in foreign markets.

We do not believe that any risks from cybersecurity threats, including as a result of past cybersecurity incidents, have had, or are reasonably likely to have, a material adverse effect on the company, including our business, strategy, results of operations or financial condition.

Cybersecurity incidents and similar attacks vary in their form and can include the deployment of harmful malware or ransomware, denial-of-services attacks, and other attacks, which may affect business continuity and threaten the availability, confidentiality and integrity of our systems and information.

Cybersecurity incidents can also include employee or personnel failures, fraud, phishing or other social engineering attempts or other methods to cause confidential information, payments, account access or access credentials, or other data to be transmitted to an unintended recipient.

Cybersecurity threat actors also may attempt to exploit vulnerabilities in software including software commonly used by companies in cloud-based services and bundled software.

A cybersecurity incident or failure or disruption relating to our information or systems or that of our third-party business partners, or any failure by us or our third-party business partners to effectively address, enforce and maintain our information technology infrastructure and cybersecurity requirements may result in substantial harm to our business strategy, results of operations and financial condition, including major disruptions to business operations, loss of intellectual property, release of confidential information, alteration or corruption of data or systems, costs related to remediation or the payment of ransom, and litigation including individual claims or consumer class actions, commercial litigation, administrative, and civil or criminal investigations or actions, regulatory intervention and sanctions or fines, investigation and remediation costs and possible prolonged negative publicity.

Accordingly, we may be unable to anticipate

We may face particular data protection and privacy risks in connection with the European Union's Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations.

The interpretation and application of data protection laws and other regulations, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personal information in the U.S., Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving.

These laws and regulations may grant, among other things, individual rights to access and delete personal information, and the right to opt out of the sale of personal information.

These laws and regulations can also impose significant forfeitures and penalties for noncompliance and afford private rights of action to individuals under certain circumstances.

It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices.

In addition, as a result of existing or new data protection laws and regulations, we incur and expect to continue to incur significant ongoing operating costs as part of our significant efforts to protect and safeguard our confidential or sensitive data and personal information.

These efforts also may divert management and employee attention from other business and growth initiatives.

A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations.

Any failure to manage data privacy in compliance with applicable laws and regulations could result in significant regulatory investigations, fines, and sanctions, consumer and class action litigation, commercial litigation, prolonged negative publicity, data breaches, declining customer confidence, loss of key customers, employee liability and other unfavorable consequences.

We rely on a combination of patents, trademark,

markets and to enhance our position in existing markets throughout the world.

stakeholders may change and evolve over time.

Nordson Corporation 17

of currency exchange rates.

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.

To date, we have not experienced any material breaches or material losses related to cyber-attacks.

A cyber-attack or other disruption may also result in financial loss, including potential fines for failure to safeguard data or losses in connection with any litigation that may result from a cyber-attack.

Our insurance coverage may not be adequate to cover all the costs arising from such events.

Shortages in raw materials or our inability to pass along

competitive position.

We may incur substantial costs, including cleanup costs,

We did not record any goodwill impairment charges in [removed: 2023.][added: 2024.]

To test for goodwill impairment, we estimate the fair value of each of our reporting units using a combination of the [removed: Income Approach] [added: discounted cash flow method ("Income Approach")] and the Market Approach.

The [removed: discounted cash flow method ("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: 2023,] [added: 2024,] the WACC rates used ranged from [removed: 8.3] [added: 8.0] percent to [removed: 11.0] [added: 9.0] percent depending upon the reporting unit's size, end market volatility and projection risk.

Nordson Corporation [removed: 24][added: 30]

In [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021,] [added: 2022,] 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: 2023,] [added: 2024,] our conclusion is that no goodwill was impaired in [removed: 2023.][added: 2024.]

| Industrial Precision Solutions Segment - Industrial Coating Systems | | | [removed: 11.0%] [added: 9.0%] | | | | | | [removed: 678%] [added: 3,451%] | | | | | | $ | [removed: 24,084] [added: 24,083] | |

| Advanced Technology Solutions Segment - Electronics Systems | | | [removed: 9.0%] [added: 8.5%] | | | | | | [removed: 387%] [added: 252%] | | | | | | $ | [removed: 27,534] [added: 27,442] | |

| Advanced Technology Solutions Segment - Test & Inspection | | | [removed: 9.5%] [added: 8.5%] | | | | | | [removed: 168%] [added: 173%] | | | | | | $ | [removed: 371,425] [added: 375,707] | |

| Medical and Fluid Solutions Segment - Fluid Management | | | [removed: 9.0%] [added: 8.5%] | | | | | | [removed: 186%] [added: 170%] | | | | | | $ | [removed: 1,175,938] [added: 1,175,199] | |

Pension plan in the United States \- The measurement of the liabilities related to our domestic pension plan is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover [removed: assumptions,] [added: assumptions] and health care cost trend rates.

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was [removed: 6.08] [added: 5.27] percent at October 31, [removed: 2023] [added: 2024] and [removed: 5.70] [added: 6.08] percent at October 31, [removed: 2022.][added: 2023.]

The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was [removed: 6.40] [added: 6.50] percent and [removed: 5.75] [added: 6.40] percent in [removed: 2023] [added: 2024] and [removed: 2022,] [added: 2023,] respectively.

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was [removed: 3.92] [added: 3.96] percent and [removed: 4.30] [added: 3.92] percent at October 31, [removed: 2023] [added: 2024] and October 31, [removed: 2022,] [added: 2023,] respectively.

| Effect on total net periodic pension cost in [removed: 2023] [added: 2024] | | | $ | [removed: (1,698)] [added: (4,094)] | | | | | $ | [removed: 2,101] [added: 4,094] | | | | | | | | | | | | | |

| Effect on pension obligation as of October 31, [removed: 2023] [added: 2024] | | | $ | [removed: (38,854)] [added: (46,287)] | | | | | $ | [removed: 47,913] [added: 57,461] | | | | | | | | | | | | | |

| Effect on total net periodic pension cost in [removed: 2023] [added: 2024] | | | $ | [removed: (4,081)] [added: (1,234)] | | | | | $ | [removed: 4,081] [added: 3,137] | | | | | | | | | | | | | |

| Effect on total net periodic pension cost in [removed: 2023] [added: 2024] | | | $ | [removed: 2,480] [added: 2,252] | | | | | $ | [removed: (2,187)] [added: (2,006)] | | | | | | | | | | | | | |

| Effect on pension obligation as of October 31, [removed: 2023] [added: 2024] | | | $ | [removed: 15,052] [added: 17,371] | | | | | $ | [removed: (13,644)] [added: (15,630)] | | | | | | | | | | | | | |

Nordson Corporation [removed: 25][added: 31]

[added: 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.

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

Based on the fair value of the assets acquired and the liabilities assumed, [removed: goodwill] [added: a preliminary purchase price allocation resulted in the recognition] of [removed: $694,900] [added: $494,279 of goodwill] and [added: $129,600 of] identifiable intangible [removed: assets of $353,500 were recorded.][added: assets.]

The identifiable intangible assets consist primarily of [removed: $27,500] [added: $40,100] of tradenames (amortized over [removed: nine] [added: 15] years), [removed: $31,000] [added: $24,900] of technology (amortized over [removed: five] [added: 15] years), and [removed: $295,000] [added: $64,600] of customer relationships (amortized over [removed: twenty-two] [added: 19] years).

The financial results of the [removed: ARAG Group] [added: Atrion] acquisition are not expected to have a material impact on our Consolidated Financial Statements.

Below is a detailed [removed: discussion] comparison of our results of operations for the fiscal years ended October 31, [removed: 2023] [added: 2024] and October 31, [removed: 2022.][added: 2023.]

For a discussion of other changes from the fiscal year ended October 31, [removed: 2022] [added: 2023] to the fiscal year ended October 31, [removed: 2021,] [added: 2022,] 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: 2022.][added: 2023.]

Sales outside the United States accounted for [removed: 66.2] [added: 66.6] percent of total sales in [removed: 2023,] [added: 2024,] as compared to [removed: 66.8] [added: 66.2] percent in [removed: 2022.][added: 2023.]

[added: |] Cost of sales [removed: were $1,203,227 in 2023, up] [added: | | | | | | 1,203,792 | | | | | | — | | % | | | | 1,203,227 | | | | | |] 3.4 [removed: percent from $1,163,742 in 2022.][added: | | % | | | | 1,163,742 | | |]

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

Other expense in [removed: 2023] [added: 2024] was [removed: $597] [added: $4,509] compared to other [removed: income] [added: expense] of [removed: $8,527] [added: $597] in [removed: 2022.][added: 2023.]

Included in [added: the prior year’s] other expense [removed: in 2023] were $7,742 in [removed: net] foreign currency losses, which were largely offset by pension gains.

Income tax expense in [removed: 2023] [added: 2024] was [removed: $127,846,] [added: $118,197,] or [removed: 20.8] [added: 20.2] percent of pre-tax income, as compared to [removed: $136,176,] [added: $127,846,] or [removed: 21.0] [added: 20.8] percent of pre-tax income in [removed: 2022.][added: 2023.]

[removed: The] [added: Our] income tax provision for 2023 included a tax benefit of $4,286 due to our share-based payment transactions.

[removed: Our] [added: The] income tax provision for [removed: 2022] [added: 2024] included a tax benefit of [removed: $3,273] [added: $4,037] due to our share-based payment transactions.

Net income was [removed: $487,493,] [added: $467,284,] or [removed: $8.46] [added: $8.11] per diluted share, in [removed: 2023,] [added: 2024,] compared to net income of [removed: $513,103,] [added: $487,493,] or [removed: $8.81] [added: $8.46] per diluted share, in [removed: 2022.][added: 2023.]

This represented a [removed: 5.0] [added: 4.1] percent decrease in net income and a 4.1 percent decrease in diluted earnings per share.

The decrease of $0.35 per diluted share was primarily driven by higher interest expense [removed: and acquisition-related expenses] in [removed: 2023] [added: 2024] compared to [removed: non-cash pension settlement charges in 2022.][added: 2023.]

The [added: MFS] organic sales decrease [added: of 0.2%] was driven by [removed: lower demand for] [added: a decrease in] the medical fluid components [removed: and fluid solutions] product [removed: lines, materially] [added: line, partially] offset by [removed: continued strength] [added: an increase] in [removed: medical interventional] [added: the fluid] solutions product [removed: lines.][added: line.]

| Industrial Precision Solutions Segment - Adhesives | | | 8.0% | | | | | | 330% | | | | | | $ | 1,183,342 | |

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

Atrion Acquisition

On August 21, 2024, the Company completed the acquisition of Atrion, pursuant to the terms of the Merger Agreement with Merger Sub and Atrion.

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

Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will operate within our Medical and Fluid Solutions segment.

The all-cash acquisition of Atrion of $789,996, net of cash acquired, was funded using borrowings under our revolving credit facility, and the 364-day term loan agreement with a group of banks for a delayed draw term loan facility in the aggregate principal amount of $500,000 (the "364-Day Term Loan Agreement") (see Note 8 to the Consolidated Financial Statements for additional details) and cash on hand.

Consolidated Financial Results

Consolidated financial results for the years ended October 31, 2024, 2023 and 2022 were as follows:

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | | | | | | | | | | Change | | | | | | | | | | | | Change | | | | | | | | |

| *(In thousands except for per-share amounts)* | | | | | | 2024 | | | | | | from 2023 | | | | | | 2023 | | | | | | from 2022 | | | | | | 2022 | | |

| Sales | | | | | | $ | 2,689,921 | | | | | 2.3 | | % | | | | $ | 2,628,632 | | | | | 1.5 | | % | | | | $ | 2,590,278 | |

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

| Gross margin | | | | | | 1,486,129 | | | | | | 4.3 | | % | | | | 1,425,405 | | | | | | (0.1) | | % | | | | 1,426,536 | | |

| Gross margin % | | | | | | 55.2% | | | | | | 1.0 | | % | | | | 54.2% | | | | | | (0.9) | | % | | | | 55.1% | | |

| Selling and administrative expenses | | | | | | 812,128 | | | | | | 7.9 | | % | | | | 752,644 | | | | | | 3.9 | | % | | | | 724,176 | | |

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

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

| Operating profit | | | | | | 674,001 | | | | | | 0.2 | | % | | | | 672,761 | | | | | | (4.2) | | % | | | | 702,360 | | |

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

| Interest expense | | | | | | (88,924) | | | | | | 49.4 | | % | | | | (59,505) | | | | | | 165.5 | | % | | | | (22,413) | | |

| Interest and investment income | | | | | | 4,913 | | | | | | 83.3 | | % | | | | 2,680 | | | | | | 32.3 | | % | | | | 2,026 | | |

| Pension settlement charge for U.S. Plans | | | | | | — | | | | | | | | | | | | — | | | | | | | | | | | | (41,221) | | |

| Other - net | | | | | | (4,509) | | | | | | 655.3 | | % | | | | (597) | | | | | | (107.0) | | % | | | | 8,527 | | |

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

| Income before income taxes | | | | | | 585,481 | | | | | | (4.9) | | % | | | | 615,339 | | | | | | (5.2) | | % | | | | 649,279 | | |

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

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

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

| Income tax expense | | | | | | 118,197 | | | | | | (7.5) | | % | | | | 127,846 | | | | | | (6.1) | | % | | | | 136,176 | | |

| Net income | | | | | | $ | 467,284 | | | | | (4.1) | | % | | | | $ | 487,493 | | | | | (5.0) | | % | | | | $ | 513,103 | |

Net Sales

Net sales for the Industrial precision solutions (IPS), Medical and Fluid Solutions (MFS) and Advanced technology solutions (ATS) segments were as follows:

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | Twelve Months Ended | | | | | | | | | | | | | | | Variance - Increase (Decrease) | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Oct 31, 2024 | | | % of Total | | | Oct 31, 2023 | | | % of Total | | | | | | Organic | | | | | | Acquisitions | | | | | | Currency | | | | | | Total | | | | | |

| IPS | | | $ | 1,484,249 | | 55.2% | | | $ | 1,391,046 | | 52.9% | | | | | | 0.1 | | % | | | | 6.6 | | % | | | | — | | % | | | | 6.7 | | % | | | |

| Industrial Precision Solutions Segment - Adhesives | | | 8.3% | | | | | | 697% | | | | | | $ | 511,799 | |

| | | | United States | | | | | | | | | | | | | | | | | | | | |

We provide valuation allowances

ARAG Group Acquisition

On August 24, 2023, the Company completed the acquisition of the ARAG Group pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company and 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.

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).

2023 compared to 2022

Worldwide sales for 2023 were $2,628,632, an increase of 1.5 percent from 2022 sales of $2,590,278.

The increase consisted of a 3.8 percent increase from acquisitions, partially offset by a 1.4 percent decline in organic sales and unfavorable currency translation effects that decreased sales by 0.9 percent.

On a geographic basis, sales in the Americas region were $1,149,760, an increase of 4.8 percent from 2022, with organic sales increasing 2.0 percent, a 2.4 percent increase from acquisitions, and favorable currency effects of 0.4 percent.

Sales in the Asia Pacific region were $796,196, a decrease of 6.1 percent from 2022, with organic sales decreasing 8.2 percent and unfavorable currency effects of 3.1 percent, partially offset by a 5.2 percent increase from acquisitions.

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.

Gross profit, expressed as a percentage of sales, decreased to 54.2 percent in 2023 from 55.1 percent in 2022.

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.

Selling and administrative expenses were $752,644 in 2023, up from $724,176 in 2022.

The 3.9 percent increase was driven by a 8.3 percent increase due to the first-year effect of an acquisition, including acquisition costs, partially offset by lower base business costs and favorable currency translation effects which decreased costs by 5.3 percent.

Selling and administrative expenses as a percentage of sales increased slightly to 28.6 percent in 2023 from 28.0 percent in 2022.

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

Operating profit as a percentage of sales decreased to 25.6 percent in 2023 compared to 27.1 percent in 2022.

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.

During 2022, the Company recognized non-cash pension settlement charges of $41,221 related to the purchase of an annuity contract to relieve the Company of certain U.S. pension benefit obligations.

Included in the prior year’s other income were $6,270 in foreign currency gains.

*Industrial Precision Solutions*

Sales of the Industrial Precision Solutions segment were $1,391,046 in 2023, an increase of 4.0 percent, from 2022 sales of $1,337,242.

The increase was the result of an organic sales increase of 3.1 percent and an increase of 1.9 percent from acquisitions, partially offset by unfavorable currency effects of 1.0 percent.

Organic sales growth was generally strong across most product lines and regions.

Operating profit as a percentage of sales increased to 33.1 percent in 2023 compared to 32.5 percent in 2022.

The 0.6 percentage point improvement in operating margin was primarily the result of improved selling and administrative expense leverage due to increased sales volumes.

*Medical and Fluid Solutions*

Sales of the Medical and Fluid Solutions segment were $660,316 in 2023, a decrease of 4.3 percent from 2022 sales of $690,177.

The decrease was the result of an organic sales decrease of 3.7 percent and unfavorable currency effects that decreased sales by 0.6 percent.

Operating profit as a percentage of sales decreased to 28.7 percent in 2023 compared to 31.5 percent in 2022.

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.

*Advanced Technology Solutions*

Sales of the Advanced Technology Solutions segment were $577,270 in 2023, an increase of 2.6 percent from 2022 sales of $562,859.

The increase consisted of a volume increase of 3.7 percent, inclusive of an organic sales decrease of 9.2 percent and a 12.9 percent increase from acquisitions, partially offset by unfavorable currency effects that decreased sales by 1.1 percent.

Refer to Note [removed: 12] [added: 11] 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, 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | Thereafter | | | | | | Total Value | | | | | | Fair Value | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Annual repayments of long-term debt | | | | | | [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: $390,000] [added: $390,000] | | | | | | [removed: $550,000] [added: $550,000] | | | | | | [removed: $1,196,285] [added: $1,196,285] | | | | | | [removed: $1,148,356] [added: $1,148,356] | | | [added: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

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

| At October 31, [removed: 2022] [added: 2024] | | | | | | [removed: 2023] [added: 2025] | | | | | | [removed: 2024] [added: 2026] | | | | | | [removed: 2025] [added: 2027] | | | | | | [removed: 2026] [added: 2028] | | | | | | [removed: 2027] [added: 2029] | | | | | | Thereafter | | | | | | Total Value | | | | | | Fair Value | | | [removed: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |]

| Annual repayments of long-term debt | | | | | | [removed: $130,643 | | | | | | $110,643 | | | | | | $85,642 | | | | | | $50,000 | | | | | | $10,000 | | | | | | $90,000] [added: $85,643] | | | | | | [removed: $476,928] [added: $50,000] | | | | | | [removed: $452,879] [added: $10,000] | | | | | | [added: $390,000] | | | | | | [added: $620,000] | | | | | | [added: $530,000] | | | | | | [added: $1,685,643] | | | | | | [added: $1,690,395] | | |

| Average interest rate on total borrowings outstanding during the year | | | | | | [removed: 3.7% | | | | | | 3.8% | | | | | | 3.9% | | | | | | 4.0% | | | | | | 4.0% | | | | | | 4.1%] [added: 3.7%] | | | | | | [removed: 3.7%] [added: 3.8%] | | | | | | [added: 3.2%] | | | | | | [added: 5.4%] | | | | | | [added: 4.5%] | | | | | | [added: 5.7%] | | | | | | [added: 5.0%] | | | | | | | | |

The weighted average interest rate of this variable-rate debt was [removed: 6.26] [added: 5.66] percent at October 31, [removed: 2023] [added: 2024] and [removed: 1.74] [added: 6.26] percent at October 31, [removed: 2022.][added: 2023.]

[removed: A] [added: As of October 31, 2024, a] one percent increase in interest rates would [removed: have resulted] [added: result] in additional [added: annual] interest expense of approximately [removed: $5,530] [added: $5,383] on the variable rate long-term [removed: debt in 2023.][added: debt.]

Nordson Corporation [removed: 30][added: 33]

Consistent with this global strategy, approximately [removed: 66] [added: 67] percent of our revenues were generated outside the United States in [removed: 2023.][added: 2024.]

The NBS Next growth framework, the heart of the Ascend strategy, uses data-based segmentation to identify our greatest opportunities for profitable growth and ensure we are investing our resources [removed: disproportionately] in those areas.

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 [removed: geographies,] [added: geographies] and leveraging existing technology into new [added: applications.]

[removed: The result is a highly qualified and] professional global team capable of meeting corporate objectives.

We are committed to contributing [removed: approximately] [added: up to] five percent of domestic pretax earnings to education, human welfare services and other charitable activities, particularly in communities where we have significant operations.

Through the Nordson Corporation [removed: Foundation (the “Foundation”),] [added: Foundation,] we give back by providing grants to nonprofits in communities where we have facilities employing approximately 100 people.

In recent years, we have extended our reach [removed: internationally, with] [added: internationally through our 2:1 employee Matching Gifts, as well as community] giving programs in [removed: 11] [added: ten] international locations.

Since 1989, we have donated more than [removed: $162] [added: $173] million to communities where we live and work.

In addition, our employees volunteered more than [removed: 109,000] [added: 113,000] hours through our Time ‘N Talent and Dollars for Doers programs.

In [removed: 2023,] [added: 2024,] no single customer accounted for ten percent or more of [added: our] sales.

[removed: Its portfolio consists of three key product families:] [added: - Precision Agriculture – Precision agriculture spraying solutions, including] 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 segment includes [removed: fluid management] [added: components and device] solutions for medical, [added: life science,] high-tech industrial and other diverse end markets.

- Medical *–* Components [removed: used] [added: and devices] for minimally invasive interventional [removed: delivery of medical devices,] [added: surgical procedures,] including cannulas, catheters and medical balloons.

Products are used within critical [added: medical and] industrial production processes and for applying and controlling the flow of adhesives, sealants and lubricants.

Key strategic markets include electronics, [removed: industrial] [added: industrial, medical] and animal health.

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

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

We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve [added: service and manage compliance requirements and] the cost effectiveness of our products [removed: and services] may result in a reduction in the number of our suppliers.

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

[removed: Over the last year, we have seen] [added: We continue to see] a stabilization of the global supply [removed: chain and] [added: chain,] improved lead [removed: times.][added: times and lower inflation risk.]

Logistics flows have improved, and global forwarding rates have returned [added: closer] to pre-pandemic [removed: levels.][added: levels, except for Asia-origin shipments, which continue to be more volatile.]

We rely on a combination of intellectual property rights, including patents, trademarks, copyrights, trade [removed: secrets,] [added: secrets] and contractual provisions to protect our intellectual property.

We enter into confidentiality and intellectual property agreements with our employees that require them to disclose any inventions created in the scope of employment, convey all rights to those inventions to [removed: us,] [added: us] and restrict the distribution of proprietary information.

Risk factors associated with our intellectual property are discussed in Item 1A, "Risk [removed: Factors".][added: Factors."]

Although in the aggregate, our global portfolio of more than 2,100 granted and pending patents and more than 1,000 trademarks are valuable assets that are important to our operations, we believe that our competitive advantage is also largely attributable to the technical, [removed: marketing,] [added: marketing] and sales competence and capabilities of our employees, rather than on any individual patent or trademark.

Therefore, we do not consider the expiration or loss of any single patent, [removed: trademark,] [added: trademark] or intellectual property right, to be material to our business as a whole.

[removed: regulations,] [added: Examples of such regulations] include, but are not limited to, import and export controls, data privacy, environmental, product safety, corruption, bribery, employment and labor.

Compliance with federal, state, local and foreign regulation and laws during [removed: 2023] [added: 2024] had no material effect on our capital expenditures, earnings or competitive position.

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

We also maintain a non-qualified, unfunded and unsecured deferred compensation plan for the benefit of eligible [removed: management employees whose benefits under the Savings Plan are limited by the benefit restrictions of Section 415 of the Internal Revenue Code.][added: management.]

We also maintain a supplemental retirement benefit restoration plan (“Excess Defined Benefit Pension Plan”), which is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible [removed: participants] [added: officers] hired prior to July 1, 2021, as a replacement for retirement benefits limited by regulations under the Internal Revenue Code.

Our annual [removed: report ("Form 10-K"),] [added: report,] quarterly reports [removed: ("Form 10-Q")] and current reports (Form "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.

The contents of our website are not incorporated by reference herein and are not deemed to be a part of this [added: annual] report.

As of October 31, 2024, we had approximately 8,000 employees worldwide.

The result is a highly qualified and

Atrion Acquisition

On August 21, 2024, Nordson acquired Atrion Corporation, a Delaware corporation (“Atrion”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 28, 2024, among Nordson, Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”) and Atrion.

Headquartered in Allen, Texas, Atrion is a manufacturer of proprietary medical products and generated approximately $169 million in annual revenue in 2023.

Established in 1944, Atrion supports customers globally through three FDA registered U.S. Food and Drug Administration manufacturing facilities located in the United States.

Atrion’s portfolio is included in the Company's Medical and Fluid Solutions segment.

It consists of three key businesses that we believe will significantly expand Nordson’s addressable market in infusion and cardiovascular therapies:

- Halkey Roberts is a leader in infusion fluid delivery solutions, including single-use original equipment manufacturer ("OEM") medical components such as swabable needle free and pressure relief valves.

- Atrion Medical is a leading provider of OEM interventional inflation devices for balloon catheterization, stent deployment and fluid delivery in structural heart, ears, nose and throat and gastrointestinal procedures.

- Quest Medical’s highly differentiated myocardial protection devices and single-use consumables deliver real-time precise drug administration during cardiovascular surgery.

We have principal manufacturing operations and

As of October 31, 2024, we had approximately 8,000 employees.

We have 7,900 employees worldwide.

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.

In 2022, we also expanded our Matching Gifts program internationally, which further expands our culture of giving around the world.

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

We purchase most raw materials and other

However, the COVID-19 pandemic, supply chain disruptions, historic backlog and other unusual events have impacted this historical trend to a degree.

Examples of such

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

These programs not only include base wages and

For the fiscal year ended October 31, [removed: 2023][added: 2024]

(State [added: or other jurisdiction] of [removed: incorporation)][added: incorporation or organization]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 [removed: months,] [added: months (or for such shorter period that the registrant was required to file such reports),] and (2) has been subject to such filing requirements for the past 90 days.

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: 28, 2023] [added: 30, 2024] was approximately [removed: $12,317,362,580.][added: $14,758,563,021.]

There were 57,016,026 Common Shares outstanding as of November 30, [removed: 2023.][added: 2024.]

Portions of the [added: Definitive] Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting [added: of Shareholders] - Part III of the Form 10-K

| [Item [removed: 1.](#i351ab1b41aaf4f3082834a93b0eba66b_13)] [added: 1.](#i893b6a5439c94cf5b82c3091b00fea0a_13)] | | | [removed: [Business](#i351ab1b41aaf4f3082834a93b0eba66b_13)] [added: [Business](#i893b6a5439c94cf5b82c3091b00fea0a_13)] | | | [removed: [4](#i351ab1b41aaf4f3082834a93b0eba66b_13)] [added: [4](#i893b6a5439c94cf5b82c3091b00fea0a_13)] | | |

| | | | [General Description of [removed: Business](#i351ab1b41aaf4f3082834a93b0eba66b_16)] [added: Business](#i893b6a5439c94cf5b82c3091b00fea0a_16)] | | | [removed: [4](#i351ab1b41aaf4f3082834a93b0eba66b_16)] [added: [4](#i893b6a5439c94cf5b82c3091b00fea0a_16)] | | |

| | | | [Corporate Purpose and [removed: Goals](#i351ab1b41aaf4f3082834a93b0eba66b_19)] [added: Goals](#i893b6a5439c94cf5b82c3091b00fea0a_19)] | | | [removed: [4](#i351ab1b41aaf4f3082834a93b0eba66b_19)] [added: [4](#i893b6a5439c94cf5b82c3091b00fea0a_19)] | | |

| | | | [Principal Products and [removed: Uses](#i351ab1b41aaf4f3082834a93b0eba66b_22)] [added: Uses](#i893b6a5439c94cf5b82c3091b00fea0a_22)] | | | [removed: [5](#i351ab1b41aaf4f3082834a93b0eba66b_22)] [added: [5](#i893b6a5439c94cf5b82c3091b00fea0a_22)] | | |

| | | | [Manufacturing, Raw [removed: Materials](#i351ab1b41aaf4f3082834a93b0eba66b_25)] [added: Materials](#i893b6a5439c94cf5b82c3091b00fea0a_25)] and Other Resources | | | [removed: [6](#i351ab1b41aaf4f3082834a93b0eba66b_25)] [added: [6](#i893b6a5439c94cf5b82c3091b00fea0a_25)] | | |

| | | | [Intellectual [removed: Property](#i351ab1b41aaf4f3082834a93b0eba66b_28)] [added: Property](#i893b6a5439c94cf5b82c3091b00fea0a_28)] | | | [removed: [7](#i351ab1b41aaf4f3082834a93b0eba66b_28)] [added: [7](#i893b6a5439c94cf5b82c3091b00fea0a_28)] | | |

| | | | [Seasonal Variation in [removed: Business](#i351ab1b41aaf4f3082834a93b0eba66b_31)] [added: Business](#i893b6a5439c94cf5b82c3091b00fea0a_31)] | | | [removed: [7](#i351ab1b41aaf4f3082834a93b0eba66b_31)] [added: [7](#i893b6a5439c94cf5b82c3091b00fea0a_31)] | | |

| | | | [Competitive [removed: Conditions](#i351ab1b41aaf4f3082834a93b0eba66b_34)] [added: Conditions](#i893b6a5439c94cf5b82c3091b00fea0a_34)] | | | [removed: [7](#i351ab1b41aaf4f3082834a93b0eba66b_34)] [added: [7](#i893b6a5439c94cf5b82c3091b00fea0a_34)] | | |

| | | | [Compliance with Governmental [removed: Regulations](#i351ab1b41aaf4f3082834a93b0eba66b_37)] [added: Regulations](#i893b6a5439c94cf5b82c3091b00fea0a_37)] | | | [removed: [7](#i351ab1b41aaf4f3082834a93b0eba66b_37)] [added: [8](#i893b6a5439c94cf5b82c3091b00fea0a_37)] | | |

| | | | [Human [removed: Capital](#i351ab1b41aaf4f3082834a93b0eba66b_40)] [added: Capital](#i893b6a5439c94cf5b82c3091b00fea0a_40)] Resources | | | [removed: [8](#i351ab1b41aaf4f3082834a93b0eba66b_40)] [added: [9](#i893b6a5439c94cf5b82c3091b00fea0a_40)] | | |

| | | | [Available [removed: Information](#i351ab1b41aaf4f3082834a93b0eba66b_43)] [added: Information](#i893b6a5439c94cf5b82c3091b00fea0a_43)] | | | [removed: [9](#i351ab1b41aaf4f3082834a93b0eba66b_43)] [added: [10](#i893b6a5439c94cf5b82c3091b00fea0a_43)] | | |

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| [Item [removed: 4.](#i351ab1b41aaf4f3082834a93b0eba66b_58)] [added: 4.](#i893b6a5439c94cf5b82c3091b00fea0a_61)] | | | [Mine Safety [removed: Disclosures](#i351ab1b41aaf4f3082834a93b0eba66b_58)] [added: Disclosures](#i893b6a5439c94cf5b82c3091b00fea0a_61)] | | | [removed: [19](#i351ab1b41aaf4f3082834a93b0eba66b_58)] [added: [21](#i893b6a5439c94cf5b82c3091b00fea0a_61)] | | |

| | | | [Information about Our Executive [removed: Officers](#i351ab1b41aaf4f3082834a93b0eba66b_61)] [added: Officers](#i893b6a5439c94cf5b82c3091b00fea0a_64)] | | | [removed: [20](#i351ab1b41aaf4f3082834a93b0eba66b_61)] [added: [22](#i893b6a5439c94cf5b82c3091b00fea0a_64)] | | |

| [Item [removed: 5.](#i351ab1b41aaf4f3082834a93b0eba66b_67)] [added: 5.](#i893b6a5439c94cf5b82c3091b00fea0a_70)] | | | [Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity [removed: Securities](#i351ab1b41aaf4f3082834a93b0eba66b_67)] [added: Securities](#i893b6a5439c94cf5b82c3091b00fea0a_70)] | | | [removed: [22](#i351ab1b41aaf4f3082834a93b0eba66b_67)] [added: [24](#i893b6a5439c94cf5b82c3091b00fea0a_70)] | | |

| | | | [Market Information and [removed: Dividends](#i351ab1b41aaf4f3082834a93b0eba66b_70)] [added: Dividends](#i893b6a5439c94cf5b82c3091b00fea0a_73)] | | | [removed: [22](#i351ab1b41aaf4f3082834a93b0eba66b_70)] [added: [24](#i893b6a5439c94cf5b82c3091b00fea0a_73)] | | |

| | | | [Performance [removed: Graph](#i351ab1b41aaf4f3082834a93b0eba66b_73)] [added: Graph](#i893b6a5439c94cf5b82c3091b00fea0a_76)] | | | [removed: [22](#i351ab1b41aaf4f3082834a93b0eba66b_73)] [added: [24](#i893b6a5439c94cf5b82c3091b00fea0a_76)] | | |

| [Item [removed: 7.](#i351ab1b41aaf4f3082834a93b0eba66b_76)] [added: 7.](#i893b6a5439c94cf5b82c3091b00fea0a_79)] | | | [Management’s Discussion and Analysis of Financial Condition and Results of [removed: Operations](#i351ab1b41aaf4f3082834a93b0eba66b_76)] [added: Operations](#i893b6a5439c94cf5b82c3091b00fea0a_79)] | | | [removed: [24](#i351ab1b41aaf4f3082834a93b0eba66b_76)] [added: [26](#i893b6a5439c94cf5b82c3091b00fea0a_79)] | | |

| | | | [Critical Accounting Policies and [removed: Estimates](#i351ab1b41aaf4f3082834a93b0eba66b_79)] [added: Estimates](#i893b6a5439c94cf5b82c3091b00fea0a_82)] | | | [removed: [24](#i351ab1b41aaf4f3082834a93b0eba66b_79)] [added: [26](#i893b6a5439c94cf5b82c3091b00fea0a_82)] | | |

| [Item [removed: 7A.](#i351ab1b41aaf4f3082834a93b0eba66b_109)] [added: 7A.](#i893b6a5439c94cf5b82c3091b00fea0a_109)] | | | [Quantitative and Qualitative Disclosures About Market [removed: Risk](#i351ab1b41aaf4f3082834a93b0eba66b_109)] [added: Risk](#i893b6a5439c94cf5b82c3091b00fea0a_109)] | | | [removed: [30](#i351ab1b41aaf4f3082834a93b0eba66b_109)] [added: [33](#i893b6a5439c94cf5b82c3091b00fea0a_109)] | | |

| [Item [removed: 8.](#i351ab1b41aaf4f3082834a93b0eba66b_112)] [added: 8.](#i893b6a5439c94cf5b82c3091b00fea0a_112)] | | | [Financial Statements and Supplementary [removed: Data](#i351ab1b41aaf4f3082834a93b0eba66b_112)] [added: Data](#i893b6a5439c94cf5b82c3091b00fea0a_112)] | | | [removed: [31](#i351ab1b41aaf4f3082834a93b0eba66b_112)] [added: [34](#i893b6a5439c94cf5b82c3091b00fea0a_112)] | | |

| | | | [Consolidated Statements of [removed: Income](#i351ab1b41aaf4f3082834a93b0eba66b_115)] [added: Income](#i893b6a5439c94cf5b82c3091b00fea0a_115)] | | | [removed: [31](#i351ab1b41aaf4f3082834a93b0eba66b_115)] [added: [34](#i893b6a5439c94cf5b82c3091b00fea0a_115)] | | |

| | | | [Consolidated Statements of Comprehensive [removed: Income](#i351ab1b41aaf4f3082834a93b0eba66b_118)] [added: Income](#i893b6a5439c94cf5b82c3091b00fea0a_118)] | | | [removed: [32](#i351ab1b41aaf4f3082834a93b0eba66b_118)] [added: [35](#i893b6a5439c94cf5b82c3091b00fea0a_118)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i351ab1b41aaf4f3082834a93b0eba66b_121)] [added: Sheets](#i893b6a5439c94cf5b82c3091b00fea0a_121)] | | | [removed: [33](#i351ab1b41aaf4f3082834a93b0eba66b_121)] [added: [36](#i893b6a5439c94cf5b82c3091b00fea0a_121)] | | |

| | | | [Consolidated Statements of Shareholders’ [removed: Equity](#i351ab1b41aaf4f3082834a93b0eba66b_124)] [added: Equity](#i893b6a5439c94cf5b82c3091b00fea0a_124)] | | | [removed: [34](#i351ab1b41aaf4f3082834a93b0eba66b_124)] [added: [37](#i893b6a5439c94cf5b82c3091b00fea0a_124)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i351ab1b41aaf4f3082834a93b0eba66b_127)] [added: Flows](#i893b6a5439c94cf5b82c3091b00fea0a_127)] | | | [removed: [35](#i351ab1b41aaf4f3082834a93b0eba66b_127)] [added: [38](#i893b6a5439c94cf5b82c3091b00fea0a_127)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i351ab1b41aaf4f3082834a93b0eba66b_130)] [added: Statements](#i893b6a5439c94cf5b82c3091b00fea0a_130)] | | | [removed: [36](#i351ab1b41aaf4f3082834a93b0eba66b_130)] [added: [39](#i893b6a5439c94cf5b82c3091b00fea0a_130)] | | |

| | | | [Management’s Report on Internal Control Over Financial [removed: Reporting](#i351ab1b41aaf4f3082834a93b0eba66b_196)] [added: Reporting](#i893b6a5439c94cf5b82c3091b00fea0a_184)] | | | [removed: [66](#i351ab1b41aaf4f3082834a93b0eba66b_196)] [added: [69](#i893b6a5439c94cf5b82c3091b00fea0a_184)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i351ab1b41aaf4f3082834a93b0eba66b_199)] [added: Firm](#i893b6a5439c94cf5b82c3091b00fea0a_187)] - Internal Controls Opinion | | | [removed: [67](#i351ab1b41aaf4f3082834a93b0eba66b_199)] [added: [70](#i893b6a5439c94cf5b82c3091b00fea0a_187)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i351ab1b41aaf4f3082834a93b0eba66b_202)] [added: Firm](#i893b6a5439c94cf5b82c3091b00fea0a_190)] - Financial Statement Opinion | | | [removed: [68](#i351ab1b41aaf4f3082834a93b0eba66b_202)] [added: [71](#i893b6a5439c94cf5b82c3091b00fea0a_190)] | | |

| [PART I](#i893b6a5439c94cf5b82c3091b00fea0a_10) | | | | | | [4](#i893b6a5439c94cf5b82c3091b00fea0a_10) | | |

| [PART II](#i893b6a5439c94cf5b82c3091b00fea0a_67) | | | | | | [24](#i893b6a5439c94cf5b82c3091b00fea0a_67) | | |

| [PART III](#i893b6a5439c94cf5b82c3091b00fea0a_205) | | | | | | [74](#i893b6a5439c94cf5b82c3091b00fea0a_205) | | |

| | | | [Equity Compensation Table](#i893b6a5439c94cf5b82c3091b00fea0a_220) | | | [74](#i893b6a5439c94cf5b82c3091b00fea0a_217) | | |

| [PART IV](#i893b6a5439c94cf5b82c3091b00fea0a_226) | | | | | | [76](#i893b6a5439c94cf5b82c3091b00fea0a_226) | | |

| | | | [(a) 1. Financial Statements](#i893b6a5439c94cf5b82c3091b00fea0a_232) | | | [76](#i893b6a5439c94cf5b82c3091b00fea0a_235) | | |

| | | | [(a) 3. Exhibits](#i893b6a5439c94cf5b82c3091b00fea0a_238) | | | [76](#i893b6a5439c94cf5b82c3091b00fea0a_238) | | |

| | | | [Index to Exhibits](#i893b6a5439c94cf5b82c3091b00fea0a_241) | | | [77](#i893b6a5439c94cf5b82c3091b00fea0a_241) | | |

| | | | [Signatures](#i893b6a5439c94cf5b82c3091b00fea0a_247) | | | [81](#i893b6a5439c94cf5b82c3091b00fea0a_247) | | |

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

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

| [PART III](#i351ab1b41aaf4f3082834a93b0eba66b_217) | | | | | | [72](#i351ab1b41aaf4f3082834a93b0eba66b_217) | | |

| | | | [Equity Compensation Table](#i351ab1b41aaf4f3082834a93b0eba66b_232) | | | [73](#i351ab1b41aaf4f3082834a93b0eba66b_232) | | |

| [PART IV](#i351ab1b41aaf4f3082834a93b0eba66b_238) | | | | | | [74](#i351ab1b41aaf4f3082834a93b0eba66b_238) | | |

| | | | [(a) 1. Financial Statements](#i351ab1b41aaf4f3082834a93b0eba66b_244) | | | [74](#i351ab1b41aaf4f3082834a93b0eba66b_247) | | |

| | | | [(a) 3. Exhibits](#i351ab1b41aaf4f3082834a93b0eba66b_250) | | | [74](#i351ab1b41aaf4f3082834a93b0eba66b_250) | | |

| | | | [Index to Exhibits](#i351ab1b41aaf4f3082834a93b0eba66b_253) | | | [75](#i351ab1b41aaf4f3082834a93b0eba66b_253) | | |

| | | | [Signatures](#i351ab1b41aaf4f3082834a93b0eba66b_259) | | | [78](#i351ab1b41aaf4f3082834a93b0eba66b_259) | | |

Cybersecurity Risk Management and Strategy

Nordson Corporation manages cybersecurity risks by implementing processes for assessment, identification, and mitigation of cybersecurity threats.

Nordson's cybersecurity program is designed to align with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework, enabling us to develop policies regarding information access, asset protection and personal data security.

However, this does not mean that we meet any particular technical standards, specifications or requirements, but rather that we use the NIST Cybersecurity Framework as a guide to help us identify, assess and manage cybersecurity risks and threats relevant to our business.

We strive to protect our information assets through key cybersecurity measures, such as the implementation of multifactor authentication and advanced malware defenses, and we collaborate with internal stakeholders to establish layered cybersecurity defenses and restricted access based on business needs.

We conduct regular continuous education sessions for our employees on cybersecurity awareness, including confidential information protection and simulated phishing attacks.

We engage with experts to assist with regular third-party penetration testing to evaluate our program against industry standards.

We also have standing engagements with incident response experts and external counsel to enhance our cybersecurity resilience.

We frequently collaborate with cybersecurity experts to share insights on threats, best practices and emerging trends.

Our cybersecurity risk management is a critical component of our comprehensive business continuity and enterprise risk management programs.

Our information security team regularly collaborates with cross-functional subject matter experts and leaders to assess and enhance our cybersecurity risk posture and preparedness.

Management employs the following defense mechanisms throughout the enterprise: employee training program to increase cybersecurity awareness, vulnerability management to identify and address potential weaknesses, multifactor authentication for secure access, tabletop exercises to simulate and prepare for potential incidents, and evaluation of third-party service providers, business partners and cloud suppliers, including through assessments of their cybersecurity practices prior to service utilization.

To date, management has not identified any risks from cybersecurity threats, including as a result of previous cybersecurity incidents, that have materially affected or are reasonably likely to materially affect Nordson Corporation, including its business strategy, results of operations or financial condition.

See "Item 1A.

Risk Factors, Increased information technology threats and cybersecurity incidents and threats could pose a risk to our systems, networks, products, solutions and services and those of our business partners." above for more information.

While we are committed to safeguarding our information and the proprietary and confidential information they contain, we note that no security measures can guarantee complete protection against cybersecurity incidents.

Governance

The Board of Directors, as a whole, has overarching responsibility for overseeing our strategic and operational risks.

The Audit Committee specifically monitors risk management, including cybersecurity threats.

Management, led by the Vice President, Information Systems and Technology, regularly reports to the Board of Directors, primarily through the Audit Committee, providing an annual report on specific risks, mitigation efforts, and a review of Nordson's cybersecurity maturity.

Management is responsible for day-to-day assessment and management of cybersecurity threats and risks.

Nordson's Senior Director of Security and Compliance, primarily leads these efforts.

The Vice President, Information Systems and Technology is responsible for oversight of Nordson's entire global IT operations, including the cybersecurity program and brings more than 25 years of experience and leadership across various information technology engineering, business and management roles, including direct oversight of strategic direction, program execution and operational excellence of technology initiatives.

Nordson Corporation 18

The Senior Director of Security and Compliance assesses cybersecurity readiness using a variety of tools, including internal assessment tools as well as third-party control tests, vulnerability assessments, audits and evaluation against industry standards.

Our security and compliance organization elevates issues relating to cybersecurity to our Chief Executive Officer and Board of Directors, such as potential threats or vulnerabilities.

We also seek to prevent, detect, mitigate and remediate cybersecurity incidents by employing various defensive and continuous monitoring techniques using recognized industry frameworks and cybersecurity standards.

Our Vice President, Information Systems and Technology meets regularly with the Audit Committee to review our information technology systems and discuss key cybersecurity risks.

Additionally, the Director, Internal Audit and Chief Financial Officer presents an overview of our global enterprise risk management program, including cybersecurity risks, to the Audit Committee, which is subsequently reported to the Board of Directors.

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: 2023] [added: 2024] were as follows:

Nordson Corporation [removed: 17][added: 19]

| [removed: Minneapolis,] [added: Brooklyn Park,] Minnesota 2 | | | | | | [removed: Two] [added: An] office, laboratory and warehouse [removed: buildings] [added: building] (leased) | | | | | | [removed: 69,000] [added: 34,000] | | |

| Golden Valley, Minnesota 3 | | | | | | [removed: An] [added: A manufacturing and] office building | | | | | | 61,000 | | |

| [removed: Irwindale,] [added: San Jose,] California [removed: 1] [added: 2] | | | | | | [removed: An] [added: A manufacturing, warehouse and] office building [removed: and lab] (leased) | | | | | | [removed: 48,000] [added: 37,000] | | |

| Easton, Pennsylvania [removed: 3] [added: 2] | | | | | | A manufacturing, warehouse and office building | | | | | | [removed: 45,000] [added: 46,000] | | |

| [removed: San Jose, CA 2] [added: Saitama, Japan 1] | | | | | | A manufacturing, [removed: warehouse] [added: warehouse,] and office building (leased) | | | | | | [removed: 37,000] [added: 32,000] | | |

| [removed: Liberty Lake, Washington 3] [added: Allen, Texas2] | | | | | | A manufacturing, warehouse and office building [removed: (leased)] | | | | | | [removed: 27,000] [added: 106,000] | | |

| Münster, Germany 1 | | | | | | Two manufacturing, warehouse and office buildings (leased) | | | | | | [removed: 260,000] [added: 150,000] | | |

| Shanghai, China 1 | | | | | | [removed: Seven] [added: Three] manufacturing, warehouse, laboratory and office buildings | | | | | | [removed: 178,000] [added: 179,000] | | |

| Bangalore, India 1, [removed: 2] [added: 3] | | | | | | A manufacturing, assembly, warehouse and office building | | | | | | 56,000 | | |

| Erkrath, Germany 1, 2 | | | | | | An office, laboratory and warehouse building (leased) | | | | | | [removed: 50,000] [added: 324,000] | | |

| [removed: Deurne, Netherlands] [added: Lithia Springs, Georgia] 1 | | | | | | A [removed: manufacturing,] warehouse and office building (leased) | | | | | | [removed: 46,000] [added: 27,000] | | |

| [removed: Singapore] [added: Shanghai, China] 1 | | | | | | [removed: Two warehouse] [added: Three manufacturing, warehouse, laboratory] and office buildings (leased) | | | | | | [removed: 22,000] [added: 55,000] | | |

Nordson Corporation [removed: 18][added: 20]

2 - Medical [added: and] Fluid [removed: Systems][added: Solutions]

Information about leases is reported in Note [removed: 10] [added: 9] of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document.

| St. Petersburgh, Florida 2 | | | | | | A manufacturing, warehouse and office building | | | | | | 156,000 | | |

| Arab, Alabama 2 | | | | | | A manufacturing building | | | | | | 116,000 | | |

| Vista, California 3 | | | | | | A manufacturing building (leased) | | | | | | 41,000 | | |

| Katzrin, Israel 2 | | | | | | An office, laboratory and warehouse building (leased) | | | | | | 20,000 | | |

Nordson Corporation [removed: 19][added: 22]

Our executive officers as of October 31, [removed: 2023,] [added: 2024,] were as follows:

| Sundaram Nagarajan | | | | | | [removed: 61] [added: 62] | | | | | | 2019 | | | | | | President and Chief Executive [removed: Officer, 2019] [added: Officer] | | |

| James E. DeVries | | | | | | [removed: 64] [added: 65] | | | | | | 2012 | | | | | | Executive Vice [removed: President, 2012] [added: President] | | |

| Stephen P. Lovass | | | | | | [removed: 54] [added: 55] | | | | | | 2017 | | | | | | Executive Vice [removed: President, 2017] [added: President] | | |

| Jennifer McDonough | | | | | | [removed: 52] [added: 53] | | | | | | 2021 | | | | | | Executive Vice President, General Counsel and [removed: Secretary, 2021] [added: Secretary] | | |

| Joseph P. Kelley | | | | | | [removed: 51] [added: 52] | | | | | | 2020 | | | | | | Executive Vice [removed: President, 2020] [added: President] | | |

| Sarah Siddiqui | | | | | | [removed: 46] [added: 47] | | | | | | 2023 | | | | | | Executive Vice [removed: President, 2023] [added: President] | | |

| Srinivas Subramanian | | | | | | [removed: 53] [added: 54] | | | | | | 2022 | | | | | | Executive Vice [removed: President, 2022] [added: President] | | |

Prior to that, Mr. Nagarajan served as Executive Vice President, Welding Segment, with Illinois Tool Works [added: Inc.] from 2010 to 2015.

Mr. Nagarajan joined the Board of Directors of Wesco [removed: International] [added: International, Inc.] (NYSE: WCC) in 2022.

[removed: Effective November 1, 2023, Stephen Shamrock] [added: Hopgood] was appointed as [added: Executive] Vice President and [removed: Corporate Controller, Interim] Chief Financial Officer.

Kelley was appointed as Executive Vice President [removed: and] [added: -] Industrial Precision [removed: Solutions segment leader.][added: Solutions.]

Throughout his career, he served in roles of increasing financial responsibility at Materion, Avient Corporation (formerly known as PolyOne Corporation) (NYSE: AVNT), a specialty chemicals company, and Lincoln Electric [added: Holdings, Inc.] (Nasdaq: LECO), a global manufacturer.

Prior to joining [removed: Danaher,] [added: Danaher Corporation,] Mr. Lovass served as a Senior Vice President and Corporate Officer for Gerber Scientific, Inc., an automated systems manufacturer for sign-making, specialty graphics and packaging.

Ms. McDonough brings over 20 years of experience advising companies on wide-ranging, critical corporate initiatives and [removed: most recently] [added: previously] served as Vice President, Deputy General Counsel and Assistant Secretary at PPL Corporation (NYSE: PPL), a Fortune 500 utility company, where she was responsible to deliver extensive legal counsel and services, including in the areas of general corporate law, mergers and acquisitions, corporate venture capital and investment transactions, securities and finance.

Prior to joining PPL in 2017, Ms. McDonough served as Senior Vice President, General Counsel and Secretary at REX Energy Corporation, an independent [removed: condensate, NGL] [added: condensate] and natural gas company, having joined REX Energy [added: ("REX")] in April 2011, and before that as Assistant General Counsel and Assistant Secretary at Kennametal [removed: Inc.,] [added: Inc. (NYSE: KMT),] a global manufacturer and provider of engineered products and [removed: solutions (NYSE: KMT),] [added: solutions,] which she joined in May 2005.

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

Nordson Corporation [removed: 20][added: 23]

| Daniel R. Hopgood | | | | | | 52 | | | | | | 2024 | | | | | | Executive Vice President, Chief Financial Officer | | |

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

Effective May 20, 2024, Daniel R.

Prior to joining Nordson, Mr. Hopgood was Controller and Chief Accounting Officer from April 2021 to May 2024 and Senior Vice President, Global Financial Services and Systems from September 2017 to March 2021 of Eaton Corporation (NYSE: ETN), a multinational power management company.

Prior to joining Eaton Corporation, Mr. Hopgood served in various roles of increasing responsibility such as Vice President, Aftermarket Americas for Meritor, Inc. (NYSE: MTOR), a Fortune 500 manufacturer of commercial vehicle components and systems, and Manager of Corporate Finance and Reporting for MSX International, Inc., a management consulting company for leading automotive brands.

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

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.

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

As of November 30, [removed: 2023,] [added: 2024,] there were [removed: 1,132] [added: 1,088] record shareholders.

The following graph compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, [removed: 2013] [added: 2014] 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, ICUI, IEX, ITT, KEYS, LECO, MKSI, NATI, TER, TFX, TRMB, VNT, WTS and WWD.

[removed: ][added: ]

| Company/Market/Peer Group | | | [removed: 2013 | | |] 2014 | | | 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | [added: 2024 | | |]

Nordson Corporation [removed: 22][added: 24]

Approximately [removed: $551,996] [added: $523,798] of the total $1,500,000 authorized remained available for share repurchases at October 31, [removed: 2023.][added: 2024.]

Nordson Corporation [removed: 23][added: 25]

| Nordson Corporation | | | $ | 100.00 | | $ | 94.20 | | $ | 134.16 | | $ | 171.35 | | $ | 167.44 | | $ | 216.45 | | $ | 269.38 | | $ | 356.95 | | $ | 318.97 | | $ | 304.78 | | $ | 359.20 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 105.20 | | $ | 109.94 | | $ | 135.93 | | $ | 145.91 | | $ | 166.81 | | $ | 183.01 | | $ | 261.55 | | $ | 223.34 | | $ | 245.99 | | $ | 339.50 | |

| S&P MidCap 400 | | | $ | 100.00 | | $ | 103.42 | | $ | 109.89 | | $ | 135.69 | | $ | 137.08 | | $ | 149.44 | | $ | 147.72 | | $ | 219.96 | | $ | 194.58 | | $ | 192.51 | | $ | 256.02 | |

| S&P 500 Ind. Machinery | | | $ | 100.00 | | $ | 99.85 | | $ | 114.01 | | $ | 157.18 | | $ | 145.03 | | $ | 176.87 | | $ | 194.00 | | $ | 256.07 | | $ | 222.32 | | $ | 243.45 | | $ | 331.68 | |

| S&P MidCap 400 Ind. Machinery | | | $ | 100.00 | | $ | 83.71 | | $ | 98.24 | | $ | 140.90 | | $ | 137.93 | | $ | 163.91 | | $ | 175.15 | | $ | 248.80 | | $ | 225.40 | | $ | 241.00 | | $ | 308.20 | |

| Peer Group | | | $ | 100.00 | | $ | 95.87 | | $ | 102.83 | | $ | 159.58 | | $ | 158.52 | | $ | 205.37 | | $ | 224.76 | | $ | 331.77 | | $ | 271.31 | | $ | 262.88 | | $ | 328.27 | |

| August 1, 2024 to August 31, 2024 | | | 30 | | | | | | $ | 243.34 | | | | | — | | | | | | $ | 523,798 | |

| September 1, 2024 to September 30, 2024 | | | 208 | | | | | | $ | 260.01 | | | | | — | | | | | | $ | 523,798 | |

| October 1, 2024 to October 31, 2024 | | | 215 | | | | | | $ | 260.35 | | | | | — | | | | | | $ | 523,798 | |

| Total | | | 453 | | | | | | $ | 259.07 | | | | | — | | | | | | $ | 523,798 | |

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 | | | | | | | | |

| Years ended October 31, [removed: 2023, 2022] [added: 2024, 2023] and [removed: 2021] [added: 2022] | | | | | | | | | | | | | | | | | | | | |

| *(In thousands except for per-share amounts)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Sales | | | | | | $ | [removed: 2,628,632] [added: 2,689,921] | | | | | $ | [removed: 2,590,278] [added: 2,628,632] | | | | | $ | [removed: 2,362,209] [added: 2,590,278] | |

| Cost of sales | | | | | | [removed: 1,203,227] [added: 1,203,792] | | | | | | [removed: 1,163,742] [added: 1,203,227] | | | | | | [removed: 1,038,129] [added: 1,163,742] | | |

| Selling and administrative expenses | | | | | | [removed: 752,644] [added: 812,128] | | | | | | [removed: 724,176] [added: 752,644] | | | | | | [removed: 708,953] [added: 724,176] | | |

| | | | | | | [removed: 1,955,871] [added: 2,015,920] | | | | | | [removed: 1,887,918] [added: 1,955,871] | | | | | | [removed: 1,747,082] [added: 1,887,918] | | |

| Operating profit | | | | | | [removed: 672,761] [added: 674,001] | | | | | | [removed: 702,360] [added: 672,761] | | | | | | [removed: 615,127] [added: 702,360] | | |

| Interest expense | | | | | | [removed: (59,505)] [added: (88,924)] | | | | | | [removed: (22,413)] [added: (59,505)] | | | | | | [removed: (25,491)] [added: (22,413)] | | |

| Interest and investment income | | | | | | [removed: 2,680] [added: 4,913] | | | | | | [removed: 2,026] [added: 2,680] | | | | | | [removed: 2,150] [added: 2,026] | | |

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

| Other - net | | | | | | [removed: (597)] [added: (4,509)] | | | | | | [removed: 8,527] [added: (597)] | | | | | | [removed: (17,610)] [added: 8,527] | | |

| | | | | | | [removed: (57,422)] [added: (88,520)] | | | | | | [removed: (53,081)] [added: (57,422)] | | | | | | [removed: (40,951)] [added: (53,081)] | | |

| Income before income taxes | | | | | | [removed: 615,339] [added: 585,481] | | | | | | [removed: 649,279] [added: 615,339] | | | | | | [removed: 574,176] [added: 649,279] | | |

| Income tax expense | | | | | | [removed: 127,846] [added: 118,197] | | | | | | [removed: 136,176] [added: 127,846] | | | | | | [removed: 119,808] [added: 136,176] | | |

| Net income | | | | | | $ | [removed: 487,493] [added: 467,284] | | | | | $ | [removed: 513,103] [added: 487,493] | | | | | $ | [removed: 454,368] [added: 513,103] | |

| Average common shares | | | | | | [removed: 57,090] [added: 57,176] | | | | | | [removed: 57,629] [added: 57,090] | | | | | | [removed: 58,091] [added: 57,629] | | |

| Incremental common shares attributable to equity compensation | | | | | | [removed: 541] [added: 440] | | | | | | [removed: 620] [added: 541] | | | | | | [removed: 643] [added: 620] | | |

| Average common shares and common share equivalents | | | | | | [removed: 57,631] [added: 57,616] | | | | | | [removed: 58,249] [added: 57,631] | | | | | | [removed: 58,734] [added: 58,249] | | |

| Basic earnings per share | | | | | | $ | [removed: 8.54] [added: 8.17] | | | | | $ | [removed: 8.90] [added: 8.54] | | | | | $ | [removed: 7.82] [added: 8.90] | |

| Diluted earnings per share | | | | | | $ | [removed: 8.46] [added: 8.11] | | | | | $ | [removed: 8.81] [added: 8.46] | | | | | $ | [removed: 7.74] [added: 8.81] | |

| Dividends declared per common share | | | | | | $ | [removed: 2.63] [added: 2.82] | | | | | $ | [removed: 2.18] [added: 2.63] | | | | | $ | [removed: 1.69] [added: 2.18] | |

Nordson Corporation [removed: 31][added: 71]

| *(In thousands)* | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | | | | | [removed: 2021] [added: 2022] | | |

| Foreign currency translation adjustments | | | | | | [removed: 26,766] [added: 16,390] | | | | | | [removed: (126,657)] [added: 26,766] | | | | | | [removed: 7,033] [added: (126,657)] | | |

| Prior service [removed: credit arising] [added: adjustment recognized] during the year | | | [added: —] | | | [removed: —] | | | [added: —] | | | [removed: —] | | | [added: 8] | | | [removed: 124] | | | [added: 50 | | |]

| Net actuarial gain (loss) arising during the year | | | | | | [removed: (15,106)] [added: (4,387)] | | | | | | [removed: 54,065] [added: (15,106)] | | | | | | [removed: 25,289] [added: 54,065] | | |

| Amortization of prior service cost | | | | | | [removed: (34)] [added: (7)] | | | | | | [removed: (201)] [added: (34)] | | | | | | [removed: (304)] [added: (201)] | | |

| Amortization of actuarial (gain) loss | | | | | | [removed: (24)] [added: (502)] | | | | | | [removed: 7,575] [added: (24)] | | | | | | [removed: 14,954] [added: 7,575] | | |

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

| Settlement (gain) loss recognized | | | | | | [removed: (259)] [added: 107] | | | | | | [removed: 32,219] [added: (259)] | | | | | | [removed: 3,187] [added: 32,219] | | |

| Total pension and postretirement benefit plans | | | | | | [removed: (15,425)] [added: (4,789)] | | | | | | [removed: 94,710] [added: (15,425)] | | | | | | [removed: 43,250] [added: 94,710] | | |

| Total other comprehensive income (loss) | | | | | | [removed: 11,341] [added: 11,601] | | | | | | [removed: (31,947)] [added: 11,341] | | | | | | [removed: 50,283] [added: (31,947)] | | |

| Total comprehensive income | | | | | | $ | [removed: 498,834] [added: 478,885] | | | | | $ | [removed: 481,156] [added: 498,834] | | | | | $ | [removed: 504,651] [added: 481,156] | |

Nordson Corporation [removed: 32][added: 72]

| October 31, [removed: 2023] [added: 2024] and [removed: 2022] [added: 2023] | | | | | | | | | | | | | | |

| Current assets: | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| [removed: Cash] [added: Cash] and cash equivalents [added: at end of year] | | | | | | $ | [removed: 115,679] [added: 115,952] | | | | | $ | [added: 115,679 | | | | | $ |] 163,457 | |

| Receivables - net | | | | | | [removed: 590,886] [added: 594,663] | | | | | | [removed: 537,313] [added: 590,886] | | |

| Inventories - net | | | | | | [removed: 454,775] [added: 476,935] | | | | | | [removed: 383,398] [added: 454,775] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 67,970] [added: 87,482] | | | | | | [removed: 48,803] [added: 67,970] | | |

| | | | | | | $ | 6,000,966 | | | | | $ | 5,251,770 | |

| | | | | | | $ | 6,000,966 | | | | | $ | 5,251,770 | |

| Years ended October 31, 2024, 2023 and 2022 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Net income | | | — | | | | | | — | | | | | | 467,284 | | | | | | — | | | | | | — | | | | | | 467,284 | | |

| October 31, 2024 | | | $ | 12,253 | | | | | $ | 714,091 | | | | | $ | 4,295,199 | | | | | $ | (184,840) | | | | | $ | (1,904,511) | | | | | $ | 2,932,192 | |

| Years ended October 31, 2024, 2023 and 2022 | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 467,284 | | | | | $ | 487,493 | | | | | $ | 513,103 | |

The Company has entered into treasury locks to fix the interest rate related to notes issued.

The derivative positions are closed when the debt is priced with a cash settlement net payment that offsets changes in the benchmark treasury rate between execution of the treasury rate locks and the debt pricing date.

The treasury locks are designed as cash flow hedges and the deferred amounts are reported in Accumulated Other Comprehensive Income (loss) ("AOCI") and subsequently reclassed to interest expense as payments are made on the notes through the maturity date.

| Balance at October 31, 2024 | | | $ | (116,890) | | | | | $ | (67,950) | | | | | $ | (184,840) | |

| | | | 2024 | | | | | | 2023 | | |

In November 2023, the FASB issued ASU 2023-07, *Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures*.

ASU 2023-07 requires enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods.

The guidance in ASU 2023-07 will be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted.

The Company is currently evaluating the impact that the adoption of ASU 2023-07 will have on its consolidated financial statements and disclosures and anticipates adoption in 2025.

In December 2023, the FASB issued ASU 2023-09, *Income Taxes (Topic 740): Improvements to Income Tax Disclosures*.

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

The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024.

The Company is currently evaluating

the impact that the adoption of ASU 2023-09 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2026.

In November 2024, the FASB issued ASU 2024-03, *Income Statement (Topic 220): Reporting Comprehensive Income.* ASU 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Income.

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

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

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

2024 Acquisition

On August 21, 2024, the Company completed the acquisition of Atrion Corporation, a Delaware corporation (“Atrion”), pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated May 28, 2024, with Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”), and Atrion.

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

Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will operate within our Medical and Fluid Solutions segment.

The all-cash acquisition of Atrion of $789,996, net of cash acquired, was funded using borrowings under our revolving credit facility and the 364-day term loan agreement with a group of banks for a delayed draw term loan facility in the aggregate principal amount of $500,000 (the “364-Day Term Loan Agreement”) (see Note 8 to the Consolidated Financial Statements for additional details) and cash on hand.

Based on the fair value of the assets acquired and the liabilities assumed, a preliminary purchase price allocation resulted in the recognition of $494,279 of goodwill and $129,600 of identifiable intangible assets.

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

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

| | | | August 21, 2024 | | |

| Cash | | | $ | 24,428 | |

| Goodwill | | | 494,279 | | |

| Intangibles | | | 129,600 | | |

| Other assets | | | 158,059 | | |

| Total Assets | | | $ | 892,050 | |

| Accounts payable | | | $ | 25,587 | |

Nordson Corporation 33

| October 31, 2020 | | | $ | 12,253 | | | | | $ | 534,684 | | | | | $ | 2,908,738 | | | | | $ | (226,118) | | | | | $ | (1,470,566) | | | | | $ | 1,758,991 | |

| Net income | | | — | | | | | | — | | | | | | 454,368 | | | | | | — | | | | | | — | | | | | | 454,368 | | |

| Impact of adoption of ASU 2016-13 | | | — | | | | | | — | | | | | | (396) | | | | | | — | | | | | | — | | | | | | (396) | | |

| Balance at October 31, 2022 | | | $ | (160,046) | | | | | $ | (47,736) | | | | | $ | (207,782) | |

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

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

There have been no new material accounting standards issued which would require either disclosure or adoption during the current period.

| Goodwill | | | 694,900 | | |

| Total Assets | | | $ | 1,215,899 | |

| | | | 600,901 | | | | | | 545,531 | | |

| | | | $ | 590,886 | | | | | $ | 537,313 | |

| | | | 531,900 | | | | | | 429,133 | | |

| | | | $ | 454,775 | | | | | $ | 383,398 | |

| | | | 970,630 | | | | | | 902,541 | | |

| | | | $ | 392,846 | | | | | $ | 353,442 | |

| Pension and retirement | | | 5,445 | | | | | | 4,456 | | |

| Customer commissions | | | 3,065 | | | | | | 3,526 | | |

| Other | | | 76,988 | | | | | | 73,331 | | |

| | | | $ | 199,588 | | | | | $ | 206,828 | |

| Balance at October 31, 2022 | | | $ | 520,236 | | | | | $ | 1,172,069 | | | | | $ | 112,388 | | | | | | | | | | | $ | 1,804,693 | |

| Balance at October 31, 2021 | | | $ | 415,020 | | | | | $ | 1,176,149 | | | | | $ | 121,979 | | | | | | | | | | | $ | 1,713,148 | |

| Acquisitions | | | 131,129 | | | | | | — | | | | | | — | | | | | | | | | | | | 131,129 | | |

| Currency effect | | | (25,913) | | | | | | (4,080) | | | | | | (9,591) | | | | | | | | | | | | (39,584) | | |

| Customer relationships | | | $ | 480,058 | | | | | $ | 250,798 | | | | | $ | 229,260 | |

| Patent/technology costs | | | 157,549 | | | | | | 96,426 | | | | | | 61,123 | | |

| Trade names | | | 82,759 | | | | | | 44,707 | | | | | | 38,052 | | |

| Noncompete agreements | | | 10,253 | | | | | | 9,290 | | | | | | 963 | | |

| Other | | | 446 | | | | | | 442 | | | | | | 4 | | |

| Total | | | $ | 731,065 | | | | | $ | 401,663 | | | | | $ | 329,402 | |

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| 2024 | | | | | | $ | 75,447 | |

| 2025 | | | | | | 71,291 | | |

| 2026 | | | | | | 67,226 | | |

| 2027 | | | | | | 63,353 | | |

| 2028 | | | | | | 60,135 | | |

Actuarially

| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |

| | | | United States | | | | | | | | | | | | International | | | | | | | | |

Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer [removed: (vice] [added: (executive vice] president and [removed: 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: 2023.][added: 2024.]

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: 2023] [added: 2024] 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 control over financial reporting that occurred during the fourth quarter of [removed: 2023] [added: 2024] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended October 31, [removed: 2023,] [added: 2024,] 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.

Nordson Corporation [removed: 71][added: 73]

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: 2024] [added: 2025] Annual Meeting of Shareholders.

We have adopted a [removed: code] [added: Code] of [removed: ethics] [added: Ethics] and [removed: business conduct] [added: Business Conduct (the "Code")] for all employees and directors, including the principal executive officer, [removed: other executive officers,] principal financial [removed: officer] [added: officer, principal accounting officer, other executive officers] and other finance personnel.

A copy of the [removed: code of ethics] [added: Code] is available free of charge on our website at [removed: http://www.nordson.com/en/our-company/corporate-governance.][added: https://www.nordson.com/en/about-us/corporate-responsibility/code-of-ethics.]

The information required by this item regarding our insider trading policy and procedures is incorporated by reference to the information contained under the caption “Insider Trading, Anti-Hedging and Anti-Pledging Policies” in our definitive proxy statement for the 2024 Annual Meeting of Stockholders.

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 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: 2024] [added: 2025] Annual Meeting of Shareholders, along with the sections captioned “Directors Compensation,” “Summary Compensation for Fiscal Year [removed: 2023,”] [added: 2024,”] “Grants of Plan-Based Awards,” “Outstanding Equity Awards at October 31, [removed: 2023,”] [added: 2024,”] “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: 2024] [added: 2025] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by [removed: Directors, Director Nominees, Executive Officers and Large] [added: Certain] Beneficial [removed: Owners”] [added: Owners and Management”] in our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

Nordson Corporation [removed: 72][added: 74]

The following table sets forth (in whole shares) information regarding equity compensation plans in effect as of October 31, [removed: 2023:][added: 2024:]

(3) As of October 31, [removed: 2023,] [added: 2024,] includes shares available for future issuance under the 2021 Plan, including for awards other than options, warrants and rights.

| Equity compensation plans approved by security holders | | | | | | 1,182,642 | | | | | | $ | 167.26 | | | | | 1,874,912 | | |

| Total | | | | | | 1,182,642 | | | | | | $ | 167.26 | | | | | 1,874,912 | | |

| Equity compensation plans approved by security holders | | | | | | 1,377,280 | | | | | | $ | 152.41 | | | | | 2,009,313 | | |

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

The information required by this Item is incorporated by reference to the captions “Corporate Governance—Director Independence” and “Corporate Governance—Review [added: and Approval] of Transactions with Related Persons” in our definitive Proxy Statement for the [removed: 2024] [added: 2025] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption “Proposal 2: Ratify the Appointment of [removed: Independent Registered Public Accounting Firm—Fees] [added: Ernst & Young LLP as our independent registered public accounting firm for the year ending October 31, 2024—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: 2024] [added: 2025] Annual Meeting of Shareholders.

Nordson Corporation [removed: 73][added: 75]

Consolidated Statements of Income for each of the three years in the period ended October 31, [removed: 2023][added: 2024]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2023][added: 2024]

Consolidated Balance Sheets as of October 31, [removed: 2023] [added: 2024] and October 31, [removed: 2022][added: 2023]

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, [removed: 2023][added: 2024]

Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, [removed: 2023][added: 2024]

Schedule II Valuation and Qualifying Accounts and Reserves for each of the three years in the period ended October 31, [removed: 2023.][added: 2024.]

Nordson Corporation [removed: 74][added: 77]

[removed: [Table](#i351ab1b41aaf4f3082834a93b0eba66b_7)] [added: [Table](#i893b6a5439c94cf5b82c3091b00fea0a_7)] [Table of [removed: Contents](#i351ab1b41aaf4f3082834a93b0eba66b_7)][added: Contents](#i893b6a5439c94cf5b82c3091b00fea0a_7)]

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

| 3-a | | | | | | [1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/72331/000156459017024983/ndsn-ex3a_458.htm)] [added: 2017)](https://www.sec.gov/Archives/edgar/data/72331/000156459017024983/ndsn-ex3a_458.htm)] | | |

| 3-a-1 | | | | | | [Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2017)](http://www.sec.gov/Archives/edgar/data/72331/000156459017024983/ndsn-ex3a1_459.htm)] [added: 2017)](https://www.sec.gov/Archives/edgar/data/72331/000156459017024983/ndsn-ex3a1_459.htm)] | | |

| 3-b | | | | | | [2023 Amended Regulations](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/ex3-bnordsonamendedregulat.htm) [added: (incorporated herein by reference to Exhibit 3-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2023)] | | |

| 4-a | | | | | | [Description of Nordson Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4-a to Registrant's Annual Report on Form 10-K for the year ended October 31, [removed: 2019)](http://www.sec.gov/Archives/edgar/data/72331/000156459019045927/ndsn-ex4a_201.htm)] [added: 2019)](https://www.sec.gov/Archives/edgar/data/72331/000156459019045927/ndsn-ex4a_201.htm)] | | |

| 4-e | | | | | | [Master Note Purchase Agreement dated July 26, 2012 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4-e to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex4e_313.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex4e_313.htm)] | | |

| 4-j | | | | | | [Master Note Purchase Agreement dated July 28, 2015 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, [removed: 2015)](http://www.sec.gov/Archives/edgar/data/72331/000156459015007736/ndsn-ex41_228.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/72331/000156459015007736/ndsn-ex41_228.htm)] | | |

| 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 [removed: Registrant’s Form] [added: Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm) [Curre](https://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm)[nt Re](https://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm)[port on](https://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm) [Form] 8-K dated June 28, [removed: 2018)](http://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm)] [added: 2018)](https://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm)] | | |

| 4-l | | | | | | [Indenture, dated September 13, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as [removed: trustee](http://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex41.htm)] [added: trustee](https://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex41.htm)] (incorporated herein by reference to Exhibit 4.1 to Registrant’s [added: Current Report on] 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 [removed: Registrant's Form] [added: Registrant's](https://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex42.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex42.htm) [Form] 8-K dated September 13, [removed: 2023).](http://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex42.htm)] [added: 2023).](https://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex42.htm)] | | |

| 10-b-2 | | | | | | [Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-b-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10b2.htm)] [added: 2014)*](https://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10b2.htm)] | | |

| 10-b-3 | | | | | | [First Amendment to the Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, [removed: 2016)*](http://www.sec.gov/Archives/edgar/data/72331/000156459016020351/ndsn-ex101_100.htm)] [added: 2016)*](https://www.sec.gov/Archives/edgar/data/72331/000156459016020351/ndsn-ex101_100.htm)] | | |

| 10-c-1 | | | | | | [Form of Indemnity Agreement between the Registrant and Directors, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-1 to 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-ex10c1_167.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/72331/000156459016030237/ndsn-ex10c1_167.htm)] | | |

| 10-c-2 | | | | | | [Form of Indemnity Agreement between the Registrant and Executive Officers, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-2 to 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-ex10c2_166.htm)] [added: 2016)](https://www.sec.gov/Archives/edgar/data/72331/000156459016030237/ndsn-ex10c2_166.htm)] | | |

| 10-d | | | | | | [Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2009)*](http://www.sec.gov/Archives/edgar/data/72331/000095012309071805/l37763exv10wd.htm)] [added: 2009)*](https://www.sec.gov/Archives/edgar/data/72331/000095012309071805/l37763exv10wd.htm)] | | |

| 10-d-1 | | | | | | [First Amendment to Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex10d1_312.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex10d1_312.htm)] | | |

| 10-d-3 | | | | | | [Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-d-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10d3.htm)] [added: 2014)*](https://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10d3.htm)] | | |

| 10-e | | | | | | [Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2009)*](http://www.sec.gov/Archives/edgar/data/72331/000095012309071805/l37763exv10we.htm)] [added: 2009)*](https://www.sec.gov/Archives/edgar/data/72331/000095012309071805/l37763exv10we.htm)] | | |

| 10-e-1 | | | | | | [First Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-f-1 to Registrant’s Annual Report on Form 10-K for the year ended October 29, [removed: 2000)*](http://www.sec.gov/Archives/edgar/data/72331/000095015201000442/l86000aex10-f_1.txt)] [added: 2000)*](https://www.sec.gov/Archives/edgar/data/72331/000095015201000442/l86000aex10-f_1.txt)] | | |

| 10-e-2 | | | | | | [Second Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex10e1_311.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex10e1_311.htm)] | | |

| 10-e-3 | | | | | | [Nordson Corporation 2005 Excess Defined Benefit Pension Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-e-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10e3.htm)] [added: 2014)*](https://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10e3.htm)] | | |

Nordson Corporation [removed: 75][added: 78]

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

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

| 10-g-1 | | | | | | [Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan (incorporated herein by reference to Exhibit 10-g-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2013)*](http://www.sec.gov/Archives/edgar/data/72331/000119312513474384/d597887dex10g1.htm)] [added: 2013)*](https://www.sec.gov/Archives/edgar/data/72331/000119312513474384/d597887dex10g1.htm)] | | |

| 10-g-2 | | | | | | [Nordson Corporation Amended and Restated 2012 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to [removed: Registrant’s Form] [added: Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312518068933/d523607dex101.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312518068933/d523607dex101.htm) [Form] 8-K dated March 2, [removed: 2018)*](http://www.sec.gov/Archives/edgar/data/72331/000119312518068933/d523607dex101.htm)] [added: 2018)*](https://www.sec.gov/Archives/edgar/data/72331/000119312518068933/d523607dex101.htm)] | | |

| 10-g-3 | | | | | | [Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award - Key Employees (as amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10g3.htm)] [added: 2014)*](https://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10g3.htm)] | | |

| 10-g-4 | | | | | | [Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers (as amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-4 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2014)*](http://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10g4.htm)] [added: 2014)*](https://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10g4.htm)] | | |

| 10-g-5 | | | | | | [Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-5 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2013)*](http://www.sec.gov/Archives/edgar/data/72331/000119312513474384/d597887dex10g5.htm)] [added: 2013)*](https://www.sec.gov/Archives/edgar/data/72331/000119312513474384/d597887dex10g5.htm)] | | |

| 10-g-6 | | | | | | [Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan, Form of Notice of Award (incorporated herein by reference to Exhibit 10-g-6 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2013)*](http://www.sec.gov/Archives/edgar/data/72331/000119312513474384/d597887dex10g6.htm)] [added: 2013)*](https://www.sec.gov/Archives/edgar/data/72331/000119312513474384/d597887dex10g6.htm)] | | |

| 10-g-7 | | | | | | [Amended and Restated Nordson Corporation Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-7 to Registrant’s Annual Report on Form 10-K for the year ended October 31, [removed: 2017)*](http://www.sec.gov/Archives/edgar/data/72331/000156459017024983/ndsn-ex10g7_457.htm)] [added: 2017)*](https://www.sec.gov/Archives/edgar/data/72331/000156459017024983/ndsn-ex10g7_457.htm)] | | |

| 10-g-8 | | | | | | [Nordson Corporation 2021 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to [removed: Registrant's Form] [added: Registrant's](https://www.sec.gov/Archives/edgar/data/72331/000119312521094330/d72259dex101.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312521094330/d72259dex101.htm) [Form] 8-K dated March 2, [removed: 2021)*](http://www.sec.gov/Archives/edgar/data/72331/000119312521094330/d72259dex101.htm)] [added: 2021)*](https://www.sec.gov/Archives/edgar/data/72331/000119312521094330/d72259dex101.htm)] | | |

| 2-b | | | | | | [Agreement and Plan of Merger, dated as of May 28, 2024, by and among Nordson Corporation, Alpha Medical Merger Sub, Inc. and Atrion Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex21.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex21.htm) [Form 8-K dated May 28, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex21.htm) | | |

| 2-c | | | | | | [Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Montclair Harbour LLC, David A. Battat and Emile A. Battat (incorporated herein by reference to Exhibit 2.2 to Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex22.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex22.htm) [Form 8-K dated May 28, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex22.htm) | | |

| 2-d | | | | | | [Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Stupp Bros., Inc. and John P. Stupp Jr. (incorporated herein by reference to Exhibit 2.3 to Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex23.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex23.htm) [Form 8-K dated May 28, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex23.htm) | | |

| 4-n | | | | | | Second Supplemental Indenture, dated September 9, 2024, 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](https://www.sec.gov/Archives/edgar/data/72331/000119312524215920/d851082dex42.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312524215920/d851082dex42.htm) [Form 8-K dated September 9, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524215920/d851082dex42.htm). | | |

| 4-o | | | | | | [364-Day Term Loan Agreement, dated as of June 21, 2024, by and among Nordson Corporation, as Borrower, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.1 to Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex41.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex41.htm) [Form 8-K dated June 24, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex41.htm) | | |

| 4-p | | | | | | [Incremental Amendment to Credit Agreement, dated as of June 21, 2024, by and among Nordson Corporation as Borrower, Nordson Engineering GmbH as German Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.2 to Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex42.htm) [Current Report on](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex42.htm) [Form 8-K dated June 24, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex42.htm) | | |

Nordson Corporation 79

NORDSON CORPORATION

Index to Exhibits

| | | | | | | | | |

| --- | --- | --- | --- | --- | --- | --- | --- | --- |

| Exhibit Number | | | | | | Description | | |

| 97 | | | | | | [Nordson Corporation Compensation Clawback Policy](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/exhibit97.htm) [](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/exhibit97.htm)[(incor](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/exhibit97.htm)[porated by reference to Exhibit 97 to Registrant](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/exhibit97.htm)['s Annual Report on Form 10-K fo](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/exhibit97.htm)[r the year ended October 31, 2023)](https://www.sec.gov/Archives/edgar/data/72331/000007233123000242/exhibit97.htm) | | |

Nordson Corporation [removed: 77][added: 81]

| Date: December [removed: 20, 2023] [added: 18, 2024] | | | By: | | | /s/ Stephen Shamrock | | |

| [removed: | | |] [added: /s/ Daniel R. Hopgood] | | | [added: Executive] Vice President and [removed: Corporate Controller, Interim] Chief Financial Officer [added: (Principal Financial Officer)] | | | [added: December 18, 2024 | | |]

Nordson Corporation [removed: 78][added: 82]

[removed: KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Stephen Shamrock] [added: Hopgood] 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: 20, 2023] [added: 18, 2024] | | |

| /s/ Stephen Shamrock | | | Vice President and [removed: Corporate Controller, Interim] Chief [removed: Financial] [added: Accounting] Officer (Principal [removed: Financial Officer) (Principal] Accounting Officer) | | | December [removed: 20, 2023] [added: 18, 2024] | | |

| /s/ [removed: Michael J. Merriman,] [added: Victor L. Richey,] Jr. | | | Chair of the Board | | | December [removed: 20, 2023] [added: 18, 2024] | | |

| /s/ Dr. John A. DeFord | | | Director | | | December [removed: 20, 2023] [added: 18, 2024] | | |

| /s/ Frank M. Jaehnert | | | Director | | | December [removed: 20, 2023] [added: 18, 2024] | | |

| /s/ Ginger M. Jones | | | Director | | | December [removed: 20, 2023] [added: 18, 2024] | | |

| /s/ Milton M. Morris | | | Director | | | December [removed: 20, 2023] [added: 18, 2024] | | |

| /s/ Jennifer A. Parmentier | | | Director | | | December [removed: 20, 2023] [added: 18, 2024] | | |