Nordson (NDSN) 10-K risk factor changes: FY2025 vs FY2024

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

In [removed: 2024,] [added: 2025,] approximately 33 percent of our revenue was generated in the United States, while approximately 67 percent was generated outside the United States.

[removed: The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world and the conflicts] [added: Conflicts] in Europe and the Middle East have negatively impacted the global economy and created significant volatility and disruption of financial markets, and may continue to do so in future periods.

A general sustained slowdown in the global economy or in a particular region or industry or an increase in [added: or continued] trade tensions with U.S. trading partners could negatively impact our business, financial condition or liquidity.

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

For example, the [removed: incoming] [added: current] U.S. presidential administration has [removed: proposed to] [added: imposed and] significantly [removed: increase] [added: increased] tariffs on foreign imports into the United States, particularly from Canada, China and Mexico.

Any significant change in the value of the currencies of the countries in which we do business against the [removed: United States] [added: U.S.] dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our business, financial condition and results of operations.

For additional [removed: detail] [added: details] related to this risk, see [removed: Part II,] Item 7A, [removed: Quantitative] [added: "Quantitative] and Qualitative Disclosure About Market [removed: Risk.][added: Risk."]

A significant portion of our consolidated revenues in [removed: 2024] [added: 2025] were generated in currencies other than the [removed: United States] [added: U.S.] dollar, which is our reporting currency.

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

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

Exchange controls may limit our ability to convert foreign currencies into [removed: United States] [added: U.S.] dollars or to remit dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing controls.

Currency devaluations diminish the [removed: United States] [added: U.S.] dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.

We expect that international operations and [removed: United States] [added: U.S.] export sales will continue to be important to our business for the foreseeable future.

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

Our international operations also depend upon favorable trade relations between the [removed: U.S.] [added: United States] and those foreign countries in which our customers, subcontractors and materials suppliers have operations.

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

The [removed: incoming] [added: current] U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current [removed: or future] administration may [added: continue to] 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.

Our success will continue to [added: significantly] depend [removed: to a significant extent] on the continued service of our executive management team and the ability to recruit, hire and retain other key management personnel, including factory production workers and other staff, to support our growth and operational initiatives and replace those who retire or resign.

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

We regularly execute organizational changes such as acquisitions, divestitures and [removed: realignments] [added: realignments,] to support our growth and cost management strategies.

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

It is therefore possible that in the future we may suffer a criminal attack, unauthorized parties may gain access to personal information in our [removed: possession] [added: possession,] and we may not be able to identify any such incident in a timely manner.

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

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 [removed: U.S.,] [added: United States,] Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving.

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 inflation or the imposition [removed: of] [added: or increase in] tariffs, import or export licensing requirements and other potential changes in trade policies.

[added: We rely on a combination of patents, trademarks,] 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.

Difficulties or delays in research, development or production of new or enhanced [removed: products] [added: products,] or failure to gain market acceptance of new or enhanced products and technologies may reduce future sales and adversely affect our competitive position.

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

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

We could also incur significant costs, including, but not limited to, remediation costs, natural [removed: resources] [added: resource] damages, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities, associated with environmental laws.

[removed: While we] cannot predict what changes will actually occur with respect to any of these items, such changes could affect our business and results of operations.

Expectations relating to environmental, social and governance [removed: ("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: ESG] [added: environmental, social and governance] considerations relating to businesses, including climate change and greenhouse gas [removed: emissions, human capital and diversity, equity] [added: emissions] and [removed: inclusion.][added: human capital.]

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

Responding to these [removed: ESG] [added: environmental, social and governance] considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control.

In addition, some stakeholders may disagree with our goals and [removed: initiatives] [added: initiatives,] and the focus of [added: stakeholders may change and evolve over time.]

Stakeholders also may have very different views on where [removed: ESG] [added: environmental, social and governance] focus should be placed, including differing views of regulators in various jurisdictions in which we operate.

Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international [removed: ESG] [added: environmental, social and governance] laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.

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

Nordson Corporation 9

In response, many foreign countries have implemented or increased tariffs on imports into their countries.

Changes to trade policies, tariffs, and other import/export regulations of the U.S. and other nations may create uncertainty in the global market and have a material adverse effect on our business, financial condition, and results of operations.

Changes in trade policies, tariffs, and other import/export regulations of the U.S. and other nations could change how we transact business, who we trade with, affect our relationships with customers and suppliers, and negatively impact our sales, margins and profitability.

As a result, these government trade actions may create significant uncertainty in the global market and may have a material adverse impact on our business, financial condition and results of operations.

We may be incorporating artificial intelligence technologies into our products, services and processes.

These technologies may present business, compliance and reputational risks.

The introduction of artificial intelligence ("AI") and machine-learning technologies, particularly generative AI, into internal processes, third-party services and/or new and existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation and financial results.

In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities.

The use of AI in third-party services and the development of our products and services could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.

The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.

While we

Any new climate-change regulations could result in additional compliance costs for the Company and our suppliers, negatively impacting profits.

In addition, we make statements about our environmental, social and

You should not interpret the disclosure of any risk factor to imply that the risk factor has not already materialized.

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

these techniques or implement adequate preventative measures.

We rely on a combination of patents, trademark,

For example, in August 2024, we completed our acquisition of Atrion.

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

stakeholders may change and evolve over time.

As of October 31, 2024, we had $2,223,928 of total debt outstanding, of which $538,286 was priced at interest rates that float with the market.

As of October 31, 2024, a one percentage point increase in the interest rate on the floating rate debt would result in approximately $5,383 of additional annual interest expense.

A higher level of floating rate debt would increase the exposure to changes in interest rates.

In this annual report, all amounts related to [removed: United States] [added: U.S.] dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands.

Generally, our revenue results from short-term, fixed-price contracts and [added: primarily] is recognized as of a point in time when the product is shipped or at a later point when the control of the product transfers to the customer.

We did not record any goodwill impairment charges in [removed: 2024.][added: 2025.]

For [removed: 2024,] [added: 2025,] the WACC rates used ranged from [removed: 8.0] [added: 8.5] percent to [removed: 9.0] [added: 10.0] percent depending upon the reporting unit's size, end market volatility and projection risk.

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

In [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022,] [added: 2023,] 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: 2024,] [added: 2025,] our conclusion is that no goodwill was impaired in [removed: 2024.][added: 2025.]

| | | | WACC | | | | | | Excess of FV over CV | | | | | | [removed: Goodwill] [added: August 1, 2025 Goodwill] | | |

The liabilities associated with the Company's international pension plans and [removed: OPEB] [added: other post-retirement benefits] are not as materially sensitive to changes in assumptions as the pension plan in the United States.

The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was [removed: 5.27] [added: 5.35] percent at October 31, [removed: 2024] [added: 2025] and [removed: 6.08] [added: 5.27] percent at October 31, [removed: 2023.][added: 2024.]

The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 6.50 percent and [removed: 6.40] [added: 6.50] percent in [removed: 2024] [added: 2025] and [removed: 2023,] [added: 2024,] respectively.

The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was [removed: 3.96] [added: 3.28] percent and [removed: 3.92] [added: 3.96] percent at October 31, [removed: 2024] [added: 2025] and October 31, [removed: 2023,] [added: 2024,] respectively.

| Effect on total net periodic pension cost in [removed: 2024] [added: 2025] | | | $ | [removed: (1,234)] [added: (4,068)] | | | | | $ | [removed: 3,137] [added: 4,068] | | | | | | | | | | | | | |

| Effect on pension obligation as of October 31, [removed: 2024] [added: 2025] | | | $ | [removed: (46,287)] [added: (42,680)] | | | | | $ | [removed: 57,461] [added: 52,113] | | | | | | | | | | | | | |

| Effect on total net periodic pension cost in [removed: 2024] [added: 2025] | | | $ | [removed: (4,094)] [added: (2,798)] | | | | | $ | [removed: 4,094] [added: 6,457] | | | | | | | | | | | | | |

| Effect on total net periodic pension cost in [removed: 2024] [added: 2025] | | | $ | [removed: 2,252] [added: 4,080] | | | | | $ | [removed: (2,006)] [added: (3,597)] | | | | | | | | | | | | | |

| Effect on pension obligation as of October 31, [removed: 2024] [added: 2025] | | | $ | [removed: 17,371] [added: 10,079] | | | | | $ | [removed: (15,630)] [added: (9,095)] | | | | | | | | | | | | | |

[removed: Conversely, should] we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.

Below is a detailed comparison of our results of operations for the fiscal years ended October 31, [removed: 2024] [added: 2025] and October 31, [removed: 2023.][added: 2024.]

For a discussion of other changes from the fiscal year ended October 31, [removed: 2023] [added: 2024] to the fiscal year ended October 31, [removed: 2022,] [added: 2023] refer to [removed: Part II,] Item 7, [removed: Management’s] [added: "Management’s] Discussion and Analysis of Financial Condition and Results of [removed: Operations,] [added: Operations,"] of our Annual Report on Form 10-K for the fiscal year ended October 31, [removed: 2023.][added: 2024.]

Consolidated financial results for the years ended October 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] were as follows:

| *(In thousands except for per-share amounts)* | | | | | | [removed: 2024] [added: 2025] | | | | | | from [removed: 2023] [added: 2024] | | | | | | [removed: 2023] [added: 2024] | | | | | | from [removed: 2022] [added: 2023] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales | | | | | | $ | [removed: 2,689,921] [added: 2,791,687] | | | | | [removed: 2.3] [added: 3.8] | | % | | | | $ | [removed: 2,628,632] [added: 2,689,921] | | | | | [removed: 1.5] [added: 2.3] | | % | | | | $ | [removed: 2,590,278] [added: 2,628,632] | |

| Cost of sales | | | | | | [removed: 1,203,792] [added: 1,251,903] | | | | | | [removed: —] [added: 4.0] | | % | | | | [removed: 1,203,227] [added: 1,203,792] | | | | | | [removed: 3.4] [added: —] | | % | | | | [removed: 1,163,742] [added: 1,203,227] | | |

| Gross margin | | | | | | [removed: 1,486,129] [added: 1,539,784] | | | | | | [removed: 4.3] [added: 3.6] | | % | | | | [removed: 1,425,405] [added: 1,486,129] | | | | | | [removed: (0.1)] [added: 4.3] | | % | | | | [removed: 1,426,536] [added: 1,425,405] | | |

| Gross margin % | | | | | | 55.2% | | | | | | [removed: 1.0] [added: —] | | % | | | | [removed: 54.2%] [added: 55.2%] | | | | | | [removed: (0.9)] [added: 1.0] | | % | | | | [removed: 55.1%] [added: 54.2%] | | |

| Selling and administrative expenses | | | | | | [removed: 812,128] [added: 815,514] | | | | | | [removed: 7.9] [added: 0.4] | | % | | | | [removed: 752,644] [added: 812,128] | | | | | | [removed: 3.9] [added: 7.9] | | % | | | | [removed: 724,176] [added: 752,644] | | |

| Operating profit | | | | | | [removed: 674,001] [added: $] | [added: 674,001] | | | | | [removed: 0.2] | | [removed: %] | | | | [added: $ |] 672,761 | | | | | | [removed: (4.2)] | | [removed: %] | | | | [removed: 702,360] | | | [added: | | | | | | | | | | |]

| Other - net | | | | | | [removed: (4,509)] [added: (12,972)] | | | | | | [removed: 655.3] [added: 187.7] | | % | | | | [removed: (597)] [added: (4,509)] | | | | | | [removed: (107.0)] [added: 655.3] | | % | | | | [removed: 8,527] [added: (597)] | | |

| Income before income taxes | | | | | | [removed: 585,481] [added: 597,648] | | | | | | [removed: (4.9)] [added: 2.1] | | % | | | | [removed: 615,339] [added: 585,481] | | | | | | [removed: (5.2)] [added: (4.9)] | | % | | | | [removed: 649,279] [added: 615,339] | | |

| Income tax expense | | | | | | [removed: 118,197] [added: 113,174] | | | | | | [removed: (7.5)] [added: (4.2)] | | % | | | | [removed: 127,846] [added: 118,197] | | | | | | [removed: (6.1)] [added: (7.5)] | | % | | | | [removed: 136,176] [added: 127,846] | | |

| Net income | | | | | | $ | [removed: 467,284] [added: 484,474] | | | | | [removed: (4.1)] [added: 3.7] | | % | | | | $ | [removed: 487,493] [added: 467,284] | | | | | [removed: (5.0)] [added: (4.1)] | | % | | | | $ | [removed: 513,103] [added: 487,493] | |

| | | | [removed: Twelve] [added: Twelve] Months [removed: Ended] [added: Ended] | | | | | | | | | | | | | | | [removed: Variance] [added: Variance] - Increase [removed: (Decrease)] [added: (Decrease)] | | | | | | | | | | | | | | | | | | | | | | | |

| | | | Oct 31, 2024 | | | % of Total | | | [removed: Oct] [added: Oct] 31, [removed: 2023] [added: 2023] | | | [removed: %] [added: %] of [removed: Total] [added: Total] | | | | | | [removed: Organic] [added: Organic] | | | | | | [removed: Acquisitions] [added: Acquisitions / Divestitures] | | | | | | [removed: Currency] [added: Currency] | | | | | | [removed: Total] [added: Total] | | | | | |

| MFS | | | [removed: 695,452] [added: 695,452] | | | [removed: 25.9%] [added: 25.9%] | | | 660,316 | | | 25.1% | | | | | | (0.2) | | % | | | | 5.4 | | % | | | | 0.1 | | % | | | | 5.3 | | % | | | |

| Total | | | [removed: $] [added: $] | [removed: 2,689,921] [added: 2,689,921] | | | | | $ | 2,628,632 | | | | | | | | (2.5) | | % | | | | 4.8 | | % | | | | — | | % | | | | 2.3 | | % | | | |

[added: 2024 versus 2023:] The IPS organic sales increase of [removed: 0.1] [added: 0.9] percent was driven by increases in packaging, nonwovens, and industrial coatings product lines, principally offset by [removed: declines] [added: a decline] in [removed: measurements and controls and] polymer processing.

The ATS organic sales decrease of [removed: 11.4] [added: 11.2] percent was driven by lower demand in electronics dispense product [removed: lines] [added: lines, measurements and controls,] as well as test and inspection product lines.

| | | | [removed: Twelve] [added: Twelve] Months [removed: Ended] [added: Ended] | | | | | | | | | | | | | | | [removed: Variance] [added: Variance] - Increase [removed: (Decrease)] [added: (Decrease)] | | | | | | | | | | | | | | | | | | | | | [added: | | |]

| | | | Oct 31, [removed: 2024] [added: 2025] | | | % of Total | | | [removed: Oct] [added: Oct] 31, [removed: 2023] [added: 2024] | | | [removed: %] [added: %] of [removed: Total] [added: Total] | | | | | | [removed: Organic] [added: Organic] | | | | | | [removed: Acquisitions] [added: Acquisitions / Divestitures] | | | | | | [removed: Currency] [added: Currency] | | | | | | [removed: Total] [added: Total] | | | [added: | | |]

| Industrial Precision Solutions Segment | | | 8.5% | | | | | | 311% | | | | | | $ | 1,198,911 | |

| Medical and Fluid Solutions Segment | | | 9.5% | | | | | | 132% | | | | | | $ | 1,661,150 | |

| Advanced Technology Solutions Segment | | | 10.0% | | | | | | 205% | | | | | | $ | 446,371 | |

Conversely, should

| Operating costs and expenses: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Divestiture and related charges | | | | | | 12,545 | | | | | | | | | | | | — | | | | | | | | | | | | — | | |

| | | | | | | 2,079,962 | | | | | | | | | | | | 2,015,920 | | | | | | | | | | | | 1,955,871 | | |

| Operating profit | | | | | | 711,725 | | | | | | 5.6 | | % | | | | 674,001 | | | | | | 0.2 | | % | | | | 672,761 | | |

| Interest expense - net | | | | | | (101,105) | | | | | | 20.3 | | % | | | | (84,011) | | | | | | 47.8 | | % | | | | (56,825) | | |

| | | | | | | (114,077) | | | | | | | | | | | | (88,520) | | | | | | | | | | | | (57,422) | | |

| IPS | | | $ | 1,331,792 | | 47.7% | | | $ | 1,398,912 | | 52.0% | | | | | | (5.1) | | % | | | | — | | % | | | | 0.3 | | % | | | | (4.8) | | % | | | |

| MFS | | | 835,385 | | | 29.9% | | | 695,452 | | | 25.9% | | | | | | (3.1) | | % | | | | 23.0 | | % | | | | 0.2 | | % | | | | 20.1 | | % | | | |

| ATS | | | 624,510 | | | 22.4% | | | 595,557 | | | 22.1% | | | | | | 4.1 | | % | | | | — | | % | | | | 0.8 | | % | | | | 4.9 | | % | | | |

| Total | | | $ | 2,791,687 | | | | | $ | 2,689,921 | | | | | | | | (2.5) | | % | | | | 6.0 | | % | | | | 0.3 | | % | | | | 3.8 | | % | | | |

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

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

| IPS | | | $ | 1,398,912 | | 52.0% | | | $ | 1,297,070 | | 49.3% | | | | | | 0.9 | | % | | | | 7.1 | | % | | | | (0.1) | | % | | | | 7.9 | | % | | | |

| ATS | | | 595,557 | | | 22.1% | | | 671,246 | | | 25.5% | | | | | | (11.2) | | % | | | | — | | % | | | | (0.1) | | % | | | | (11.3) | | % | | | |

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

2025 versus 2024: The IPS organic sales decrease of 5.1 percent was driven by declines in polymer processing and industrial coatings product lines, partially offset by increases in nonwovens, packaging, and precision agriculture product lines.

The MFS organic sales decrease of 3.1% was driven by a decrease in the medical contract manufacturing business product line that was divested in the fourth quarter of 2025.

MFS organic sales were up 1.0% year over year excluding the decrease in the medical contract manufacturing product line.

The ATS organic sales increase of 4.1 percent was driven by robust growth in electronics dispense product lines and electronic processing and optical sensors, partially offset by weakness in x-ray inspection systems.

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

| | | | Oct 31, 2025 | | | % of Total | | | Oct 31, 2024 | | | % of Total | | | | | | Organic | | | | | | Acquisitions / Divestitures | | | | | | Currency | | | | | | Total | | |

| Americas | | | $ | 1,205,830 | | 43.2% | | | $ | 1,178,626 | | 43.8% | | | | | | (6.7) | | % | | | | 9.5 | | % | | | | (0.5) | | % | | | | 2.3 | | % |

| Europe | | | 722,221 | | | 25.9% | | | 726,100 | | | 27.0% | | | | | | (6.7) | | % | | | | 4.2 | | % | | | | 2.0 | | % | | | | (0.5) | | % |

| Asia Pacific | | | 863,636 | | | 30.9% | | | 785,195 | | | 29.2% | | | | | | 7.6 | | % | | | | 2.3 | | % | | | | 0.1 | | % | | | | 10.0 | | % |

| Total | | | $ | 2,791,687 | | | | | $ | 2,689,921 | | | | | | | | (2.5) | | % | | | | 6.0 | | % | | | | 0.3 | | % | | | | 3.8 | | % |

Gross profit and Selling and administrative expenses

2025 versus 2024: Gross margins were unchanged at 55.2 percent, while the increase in selling and administrative expenses was primarily driven by the full-year impact of the Atrion acquisition, partially offset by lower non-recurring acquisition costs.

2024 versus 2023: Gross margins improved 100 basis points reflecting the impact of favorable product mix and lower incremental inventory step-up amortization related to acquisitions of $7,703 in 2024 versus $8,862 in 2023, while the increase in selling and administrative expenses was primarily driven by acquisitions.

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| | | | | | | October 31, 2025 | | | | | | % of Sales | | | | | | October 31, 2024 | | | | | | % of Sales | | | | | | % of Sales Change | | | | | | | | | | | | | | |

| Industrial precision solutions | | | | | | $ | 493,873 | | | | | 37.1% | | | | | | $ | 520,769 | | | | | 37.2% | | | | | | (0.1)% | | | | | | | | | | | | | | |

| Medical and fluid solutions | | | | | | 311,684 | | | | | | 37.3% | | | | | | 256,553 | | | | | | 36.9% | | | | | | 0.4% | | | | | | | | | | | | | | |

| Advanced technology solutions | | | | | | 146,589 | | | | | | 23.5% | | | | | | 129,181 | | | | | | 21.7% | | | | | | 1.8% | | | | | | | | | | | | | | |

| Total segment EBITDA | | | | | | 952,146 | | | | | | 34.1% | | | | | | 906,503 | | | | | | 33.7% | | | | | | 0.4% | | | | | | | | | | | | | | |

| Inventory step-up amortization | | | | | | (3,135) | | | | | | | | | | | | (7,703) | | | | | | | | | | | | | | | | | | | | | | | | | | |

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

| Industrial Precision Solutions Segment - Industrial Coating Systems | | | 9.0% | | | | | | 3,451% | | | | | | $ | 24,083 | |

| Advanced Technology Solutions Segment - Electronics Systems | | | 8.5% | | | | | | 252% | | | | | | $ | 27,442 | |

| Advanced Technology Solutions Segment - Test & Inspection | | | 8.5% | | | | | | 173% | | | | | | $ | 375,707 | |

| Medical and Fluid Solutions Segment - Fluid Management | | | 8.5% | | | | | | 170% | | | | | | $ | 1,175,199 | |

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.

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.

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

| 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) | | |

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

| ATS | | | 510,220 | | | 19.0% | | | 577,270 | | | 22.0% | | | | | | (11.4) | | % | | | | — | | % | | | | (0.2) | | % | | | | (11.6) | | % | | | |

| Americas | | | $ | 1,178,626 | | 43.8% | | | $ | 1,149,760 | | 43.7% | | | | | | (1.9) | | % | | | | 4.3 | | % | | | | 0.1 | | % | | | | 2.5 | | % |

| Europe | | | 726,100 | | | 27.0% | | | 682,676 | | | 26.0% | | | | | | (5.1) | | % | | | | 10.2 | | % | | | | 1.3 | | % | | | | 6.4 | | % |

| Asia Pacific | | | 785,195 | | | 29.2% | | | 796,196 | | | 30.3% | | | | | | (1.0) | | % | | | | 1.0 | | % | | | | (1.4) | | % | | | | (1.4) | | % |

| Total | | | $ | 2,689,921 | | | | | $ | 2,628,632 | | | | | | | | (2.5) | | % | | | | 4.8 | | % | | | | — | | % | | | | 2.3 | | % |

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

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| IPS | | | $ | 470,559 | | 31.7% | | | $ | 460,889 | | 33.1% | | | | | | (1.4)% | | | | | | $ | 9,670 | | | | | 2.1 | | % | | | |

| MFS | | | 187,731 | | | 27.0% | | | 189,367 | | | 28.7% | | | | | | (1.7)% | | | | | | (1,636) | | | | | | (0.9) | | % | | | |

| ATS | | | 94,231 | | | 18.5% | | | 101,662 | | | 17.6% | | | | | | 0.9% | | | | | | (7,431) | | | | | | (7.3) | | % | | | |

| Corporate | | | (78,520) | | | | | | (79,157) | | | | | | | | | | | | | | | 637 | | | | | | (0.8) | | % | | | |

| Total | | | $ | 674,001 | | 25.1% | | | $ | 672,761 | | 25.6% | | | | | | (0.5)% | | | | | | $ | 1,240 | | | | | 0.2 | | % | | | |

IPS operating profit declined 140 basis points due to an unfavorable acquisition impact and severance costs.

MFS operating margin declined 170 basis points due to $10,761 in fees, severance, and non-cash inventory charges associated with the Atrion acquisition which offset improvements in operating efficiencies.

Interest expense in 2024 was $88,924, an increase of $29,419, or 49.4 percent, from 2023.

Included in the prior year’s other expense were $7,742 in foreign currency losses, which were largely offset by pension gains.

The income tax provision for 2024 included a tax benefit of $4,037 due to our share-based payment transactions.

Our income tax provision for 2023 included a tax benefit of $4,286 due to our share-based payment transactions.

The decrease of $0.35 per diluted share was primarily driven by higher interest expense in 2024 compared to 2023.

Cash and cash equivalents increased $273 in 2024 to $115,952 as of October 31, 2024 compared to $115,679 as of October 31, 2023.

| Acquisitions of businesses, net of cash acquired | | | (789,996) | | | | | | (1,422,780) | | | | | | 632,784 | | |

| Issuance of long-term debt | | | 464,353 | | | | | | 976,043 | | | | | | (511,690) | | |

These contracts, primarily associated with the euro, yen and pound sterling, typically have maturities of 90 days or less, and generally require the exchange of foreign currencies for [removed: United States] [added: U.S.] dollars at rates stated in the contracts.

Refer to Note [removed: 11] [added: 12] to the Consolidated Financial Statements for further discussion about our foreign currency transactions and the methods and assumptions used to record these transactions.

We [removed: also] have variable-rate long-term debt.

The weighted average interest rate of this variable-rate debt was [removed: 5.66] [added: 5.10] percent at October 31, [removed: 2024] [added: 2025] and [removed: 6.26] [added: 5.66] percent at October 31, [removed: 2023.][added: 2024.]

As of October 31, [removed: 2024,] [added: 2025,] a one percent increase in interest rates would result in additional annual interest expense of approximately [removed: $5,383] [added: $7,000] on the variable rate long-term [removed: debt.][added: debt and debt that has been swapped to floating rates.]

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

The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate.

As a general rule, a weakening of the U.S. dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect.

In 2025, as compared with 2024, the U.S. dollar was slightly weaker against foreign currencies.

If 2024 exchange rates had been in effect during 2025, sales would have been approximately $7,359 lower and costs would have been approximately $6,305 lower.

In 2024, as compared with 2023, the U.S. dollar was slightly stronger against foreign currencies.

If 2023 exchange rates had been in effect during 2024, sales would have been approximately $3,352 higher and costs would have been approximately $902 higher.

These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.

We also have fixed rate long term debt that has been swapped to floating rates.

The tables that follow present principal repayments and weighted-average interest rates on outstanding borrowings of fixed-rate debt.

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

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| At October 31, 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | 2029 | | | | | | Thereafter | | | | | | Total Value | | | | | | Fair Value | | |

| Annual repayments of long-term debt | | | | | | $85,643 | | | | | | $50,000 | | | | | | $10,000 | | | | | | $390,000 | | | | | | $620,000 | | | | | | $530,000 | | | | | | $1,685,643 | | | | | | $1,690,395 | | |

| Average interest rate on total borrowings outstanding during the year | | | | | | 3.7% | | | | | | 3.8% | | | | | | 3.2% | | | | | | 5.4% | | | | | | 4.5% | | | | | | 5.7% | | | | | | 5.0% | | | | | | | | |

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

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

| At October 31, 2023 | | | | | | 2024 | | | | | | 2025 | | | | | | 2026 | | | | | | 2027 | | | | | | 2028 | | | | | | Thereafter | | | | | | Total Value | | | | | | Fair Value | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Annual repayments of long-term debt | | | | | | $110,643 | | | | | | $85,642 | | | | | | $50,000 | | | | | | $10,000 | | | | | | $390,000 | | | | | | $550,000 | | | | | | $1,196,285 | | | | | | $1,148,356 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Average interest rate on total borrowings outstanding during the year | | | | | | 3.6% | | | | | | 3.7% | | | | | | 3.8% | | | | | | 3.2% | | | | | | 5.4% | | | | | | 5.7% | | | | | | 5.1% | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

Consistent with this global strategy, approximately 67 percent of our revenues were generated outside the United States in [removed: 2024.][added: 2025.]

As of October 31, [removed: 2024,] [added: 2025,] we had approximately 8,000 employees worldwide.

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

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

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

[removed: Using] [added: By using] data in a consistent and disciplined way, leaders across the Company are [removed: defining] [added: empowered to define] their strategic business priorities.

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

[removed: We strive to provide] [added: Providing] genuine customer satisfaction [removed: –] [added: is our priority, and] it is the foundation upon which we continue to build our business.

Since 1989, we have donated more than [removed: $173] [added: $183] million to [added: the] communities where we live and work.

In addition, our employees volunteered more than [removed: 113,000] [added: 117,000] hours through our [removed: Time ‘N Talent and Dollars for Doers] [added: volunteer] programs.

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

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

We market our products globally, primarily through a direct sales [removed: force,] [added: force] and [removed: also through] qualified distributors and sales representatives.

We create value for our customers by developing solutions that increase uptime, enable faster line [removed: speeds] [added: speeds,] and reduce consumption of materials.

In [removed: 2024,] [added: 2025,] no single customer accounted for ten percent or more of our sales.

This segment delivers proprietary dispensing and material processing [removed: technology, as well as measurement, inspection and control solutions] [added: technology] to diverse end markets.

Product line specific solutions [removed: reduce material consumption, increase line efficiency and] enhance product quality and [removed: appearance.][added: appearance, while increasing line efficiency and reducing material consumption.]

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

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

Key strategic markets include beverage containers and food cans, electric [removed: battery,] [added: batteries,] appliances, automotive, building and construction, composites, electronics and medical.

[removed: - Measurement] [added: Products also include precision measurement] and [removed: Control Solutions – In-line] [added: control technologies that ensure quality and reliability through in-line] measurement sensors, [removed: gauges] [added: gauges,] and analyzers [removed: using] [added: that use] near-infrared, laser, X-ray, [removed: optical] [added: optical,] and nucleonic technologies, as well as proprietary algorithms and software.

Key strategic [added: end] markets [added: for test, inspection and measurement solutions] include [added: semiconductor packaging, printed circuit boards, flexible circuits,] consumer [added: electronics, as well as consumer] non-durable, film extrusion and converting, cable and tubing and energy storage.

- Nonwovens – Dispensing, [removed: coating] [added: coating,] and laminating systems for applying adhesives, lotions, [removed: liquids] [added: liquids,] and fibers to disposable products and continuous roll goods.

Key strategic markets include appliances, automotive components, building and construction materials, electronics, furniture, solar energy, and the manufacturing of bags, sacks, books, [removed: envelopes] [added: envelopes,] and folding cartons.

This segment includes components and device solutions for medical, life science, high-tech [removed: industrial] [added: industrial,] and other diverse end markets.

- [removed: Fluid Management] [added: Engineered Fluid Solutions] – Precision manual and semi-automated dispensers and highly engineered single-use plastic molded syringes, cartridges, tips and fluid connection components.

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

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

This segment integrates our proprietary product technologies into the progressive stages of a customer’s production processes, such as surface treatment, precisely controlled dispensing of [removed: material] [added: material,] and pre- and post-dispense test and inspection to ensure quality.

This segment predominantly serves customers in the [added: semiconductor and] electronics end markets.

- Electronics [added: Dispense] Systems *–* Automated dispensing systems for high-speed, [removed: accurate] [added: precise] application of a broad range of attachment, [removed: protection] [added: protection,] and coating fluids, and related gas plasma treatment systems for cleaning and conditioning surfaces prior to dispense.

Key strategic markets include the breadth of the electronics industry manufacturing supply chain that produces [removed: semiconductor,] [added: semiconductors,] printed circuit board [removed: assemblies] [added: assemblies,] and electronic components.

- Test and Inspection *–* [removed: Bond] [added: Destructive and non-destructive] testing [added: technologies, such as bond testers] and automated optical, acoustic microscopy and x-ray inspection systems used in the semiconductor and printed circuit board industries.

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

We also purchase many electrical and electronic components, [removed: fabricated metal parts,] high-pressure fluid hoses, packings, [removed: seals] [added: seals,] and other items integral to our products.

While these items are generally available from multiple sources, the cost of products sold may be affected by changes in the market price of raw materials and tariffs on certain raw materials, particularly imports from China, as well as disruptions in availability of raw materials, [removed: components] [added: components,] and sourced finished goods.

We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, service, financial [removed: stability] [added: stability, Nordson manufacturing location,] and price.

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

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

We enhanced our risk mitigation and sourcing [removed: efforts as a result] [added: efforts, because] of the COVID-19 pandemic and geopolitical tensions.

At Nordson, making an impact in the communities where we live and work has remained core to who we are.

Through the Nordson Corporation Foundation, we invest in selected community organizations where we have larger facilities.

- Medical Interventional Solutions *–* Interventional solutions for minimally invasive interventional surgical procedures, including engineered shafts and interventional delivery systems, medical tubing, balloons, balloon inflators, nitinol devices, cardiovascular cannula and biomaterial delivery.

Key strategic markets include cardiovascular, structural heart, neurovascular and gastroenterology.

- Medical Fluid Components – Proprietary single-use plastic components in medical applications, including drug delivery and needle-free infusion valves, single-use fluid transfer components, and other related components.

Key strategic end markets include drug infusion, IV & drug delivery, patient care, surgical and biopharma.

- Surgical Solutions – Microplegia myocardial protection devices and related consumables used in cardiac surgical procedures.

Principal materials include sheet metal, fabricated metal parts, bar stock, castings, forgings, tubing, plastic parts and pellets.

All employee contributions vest immediately.

As of November 1, 2025, the Hourly Pension Plan merged into the Salaried Pension Plan and the Salaried Pension Plan was renamed the Nordson Pension Plan.

Demonstrating our commitment to our employees, we conducted global focus groups and an in-depth review to capture what makes life at Nordson unique.

The key themes that emerged were: entrepreneurial spirit, opportunity, connection and impact.

We are proud that this is how our employees describe their Nordson experience, and we will strive to uphold that culture.

Our approach encompasses inclusive awareness and skill-building.

This connection is an innate part of Nordson's culture.

At Nordson, we have a long and proud history of investing in the communities where we live and work.

We are committed to contributing 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 Foundation, we give back by providing grants to nonprofits in communities where we have facilities employing approximately 100 people.

These precision applications ensure quality and reliability within the customers’ manufacturing processes.

- Medical *–* Components and devices for minimally invasive interventional surgical procedures, including cannulas, catheters and medical balloons.

Products also include proprietary single-use plastic components in medical applications, including biopharmaceutical, patient care/surgical and diagnostic systems.

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.

Key strategic markets include mobile phones, tablets, personal computers, wearable technology, liquid crystal displays, micro hard drives, microprocessors, printed circuit boards, flexible circuits, micro mechanical systems and semiconductor packaging.

We have principal manufacturing operations and

Principal materials used to make our products are metals and plastics, typically in sheets, bar stock, castings, forgings, tubing and pellets.

All contributions by employees into the Savings Plan are fully vested immediately.

We strive to uphold a culture of shared knowledge, appreciation and success.

Our approach encompasses inclusion awareness and skill-building, intentionality with respect to diversity in our hiring and selection process and performance management and succession planning that recognizes the importance of diversity.

Nordson Corporation 9

For the fiscal year [removed: ended] [added: ended] October 31, [removed: 2024][added: 2025]

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

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 30, [removed: 2024] [added: 2025] was approximately [removed: $14,758,563,021.][added: $10,705,289,437.]

There were [removed: 57,016,026] [added: 55,823,516] Common Shares outstanding as of November 30, [removed: 2024.][added: 2025.]

Portions of the Definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders - Part III of the Form 10-K

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| | | | [Corporate Purpose and [removed: Goals](#i893b6a5439c94cf5b82c3091b00fea0a_19)] [added: Goals](#i7f2313d92b9244348de56d691cb17d86_19)] | | | [removed: [4](#i893b6a5439c94cf5b82c3091b00fea0a_19)] [added: [4](#i7f2313d92b9244348de56d691cb17d86_19)] | | |

| | | | [Principal Products and [removed: Uses](#i893b6a5439c94cf5b82c3091b00fea0a_22)] [added: Uses](#i7f2313d92b9244348de56d691cb17d86_22)] | | | [removed: [5](#i893b6a5439c94cf5b82c3091b00fea0a_22)] [added: [5](#i7f2313d92b9244348de56d691cb17d86_22)] | | |

| | | | [Manufacturing, Raw [removed: Materials](#i893b6a5439c94cf5b82c3091b00fea0a_25)] [added: Materials](#i7f2313d92b9244348de56d691cb17d86_25)] and Other Resources | | | [removed: [6](#i893b6a5439c94cf5b82c3091b00fea0a_25)] [added: [6](#i7f2313d92b9244348de56d691cb17d86_25)] | | |

| | | | [Intellectual [removed: Property](#i893b6a5439c94cf5b82c3091b00fea0a_28)] [added: Property](#i7f2313d92b9244348de56d691cb17d86_28)] | | | [removed: [7](#i893b6a5439c94cf5b82c3091b00fea0a_28)] [added: [7](#i7f2313d92b9244348de56d691cb17d86_28)] | | |

| | | | [Seasonal Variation in [removed: Business](#i893b6a5439c94cf5b82c3091b00fea0a_31)] [added: Business](#i7f2313d92b9244348de56d691cb17d86_31)] | | | [removed: [7](#i893b6a5439c94cf5b82c3091b00fea0a_31)] [added: [7](#i7f2313d92b9244348de56d691cb17d86_31)] | | |

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| | | | [Compliance with Governmental [removed: Regulations](#i893b6a5439c94cf5b82c3091b00fea0a_37)] [added: Regulations](#i7f2313d92b9244348de56d691cb17d86_37)] | | | [removed: [8](#i893b6a5439c94cf5b82c3091b00fea0a_37)] [added: [7](#i7f2313d92b9244348de56d691cb17d86_37)] | | |

| | | | [Human [removed: Capital](#i893b6a5439c94cf5b82c3091b00fea0a_40)] [added: Capital](#i7f2313d92b9244348de56d691cb17d86_40)] Resources | | | [removed: [9](#i893b6a5439c94cf5b82c3091b00fea0a_40)] [added: [8](#i7f2313d92b9244348de56d691cb17d86_40)] | | |

| | | | [Available [removed: Information](#i893b6a5439c94cf5b82c3091b00fea0a_43)] [added: Information](#i7f2313d92b9244348de56d691cb17d86_43)] | | | [removed: [10](#i893b6a5439c94cf5b82c3091b00fea0a_43)] [added: [9](#i7f2313d92b9244348de56d691cb17d86_43)] | | |

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| | | | [Information about Our Executive [removed: Officers](#i893b6a5439c94cf5b82c3091b00fea0a_64)] [added: Officers](#i7f2313d92b9244348de56d691cb17d86_64)] | | | [removed: [22](#i893b6a5439c94cf5b82c3091b00fea0a_64)] [added: [19](#i7f2313d92b9244348de56d691cb17d86_64)] | | |

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| | | | [Market Information and [removed: Dividends](#i893b6a5439c94cf5b82c3091b00fea0a_73)] [added: Dividends](#i7f2313d92b9244348de56d691cb17d86_73)] | | | [removed: [24](#i893b6a5439c94cf5b82c3091b00fea0a_73)] [added: [21](#i7f2313d92b9244348de56d691cb17d86_73)] | | |

| | | | [Performance [removed: Graph](#i893b6a5439c94cf5b82c3091b00fea0a_76)] [added: Graph](#i7f2313d92b9244348de56d691cb17d86_76)] | | | [removed: [24](#i893b6a5439c94cf5b82c3091b00fea0a_76)] [added: [21](#i7f2313d92b9244348de56d691cb17d86_76)] | | |

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| | | | [Critical Accounting Policies and [removed: Estimates](#i893b6a5439c94cf5b82c3091b00fea0a_82)] [added: Estimates](#i7f2313d92b9244348de56d691cb17d86_82)] | | | [removed: [26](#i893b6a5439c94cf5b82c3091b00fea0a_82)] [added: [23](#i7f2313d92b9244348de56d691cb17d86_82)] | | |

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| | | | [Consolidated Statements of [removed: Income](#i893b6a5439c94cf5b82c3091b00fea0a_115)] [added: Comprehensive Income](#i7f2313d92b9244348de56d691cb17d86_115)] | | | [removed: [34](#i893b6a5439c94cf5b82c3091b00fea0a_115)] [added: [32](#i7f2313d92b9244348de56d691cb17d86_115)] | | |

| | | | [Consolidated Balance [removed: Sheets](#i893b6a5439c94cf5b82c3091b00fea0a_121)] [added: Sheets](#i7f2313d92b9244348de56d691cb17d86_118)] | | | [removed: [36](#i893b6a5439c94cf5b82c3091b00fea0a_121)] [added: [33](#i7f2313d92b9244348de56d691cb17d86_118)] | | |

| | | | [Consolidated Statements of Shareholders’ [removed: Equity](#i893b6a5439c94cf5b82c3091b00fea0a_124)] [added: Equity](#i7f2313d92b9244348de56d691cb17d86_121)] | | | [removed: [37](#i893b6a5439c94cf5b82c3091b00fea0a_124)] [added: [34](#i7f2313d92b9244348de56d691cb17d86_121)] | | |

| | | | [Consolidated Statements of Cash [removed: Flows](#i893b6a5439c94cf5b82c3091b00fea0a_127)] [added: Flows](#i7f2313d92b9244348de56d691cb17d86_124)] | | | [removed: [38](#i893b6a5439c94cf5b82c3091b00fea0a_127)] [added: [35](#i7f2313d92b9244348de56d691cb17d86_124)] | | |

| | | | [Notes to Consolidated Financial [removed: Statements](#i893b6a5439c94cf5b82c3091b00fea0a_130)] [added: Statements](#i7f2313d92b9244348de56d691cb17d86_127)] | | | [removed: [39](#i893b6a5439c94cf5b82c3091b00fea0a_130)] [added: [36](#i7f2313d92b9244348de56d691cb17d86_127)] | | |

| | | | [Management’s Report on Internal Control Over Financial [removed: Reporting](#i893b6a5439c94cf5b82c3091b00fea0a_184)] [added: Reporting](#i7f2313d92b9244348de56d691cb17d86_178)] | | | [removed: [69](#i893b6a5439c94cf5b82c3091b00fea0a_184)] [added: [67](#i7f2313d92b9244348de56d691cb17d86_178)] | | |

| | | | [Report of Independent Registered Public Accounting [removed: Firm](#i893b6a5439c94cf5b82c3091b00fea0a_187)] [added: Firm](#i7f2313d92b9244348de56d691cb17d86_181)] - Internal Controls Opinion | | | [removed: [70](#i893b6a5439c94cf5b82c3091b00fea0a_187)] [added: [68](#i7f2313d92b9244348de56d691cb17d86_181)] | | |

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| [Item [removed: 9A.](#i893b6a5439c94cf5b82c3091b00fea0a_196)] [added: 9A.](#i7f2313d92b9244348de56d691cb17d86_190)] | | | [Controls and [removed: Procedures](#i893b6a5439c94cf5b82c3091b00fea0a_196)] [added: Procedures](#i7f2313d92b9244348de56d691cb17d86_190)] | | | [removed: [73](#i893b6a5439c94cf5b82c3091b00fea0a_196)] [added: [71](#i7f2313d92b9244348de56d691cb17d86_190)] | | |

| [PART I](#i7f2313d92b9244348de56d691cb17d86_10) | | | | | | [4](#i7f2313d92b9244348de56d691cb17d86_10) | | |

| [PART II](#i7f2313d92b9244348de56d691cb17d86_67) | | | | | | [21](#i7f2313d92b9244348de56d691cb17d86_67) | | |

| | | | [Consolidated Statements of Income](#i7f2313d92b9244348de56d691cb17d86_112) | | | [31](#i7f2313d92b9244348de56d691cb17d86_112) | | |

| [PART III](#i7f2313d92b9244348de56d691cb17d86_199) | | | | | | [72](#i7f2313d92b9244348de56d691cb17d86_199) | | |

| | | | [Equity Compensation Table](#i7f2313d92b9244348de56d691cb17d86_214) | | | [73](#i7f2313d92b9244348de56d691cb17d86_211) | | |

| [PART IV](#i7f2313d92b9244348de56d691cb17d86_220) | | | | | | [74](#i7f2313d92b9244348de56d691cb17d86_220) | | |

| | | | [(a) 1. Financial Statements](#i7f2313d92b9244348de56d691cb17d86_226) | | | [74](#i7f2313d92b9244348de56d691cb17d86_229) | | |

| | | | [(a) 3. Exhibits](#i7f2313d92b9244348de56d691cb17d86_232) | | | [74](#i7f2313d92b9244348de56d691cb17d86_232) | | |

| | | | [Index to Exhibits](#i7f2313d92b9244348de56d691cb17d86_235) | | | [75](#i7f2313d92b9244348de56d691cb17d86_235) | | |

| | | | [Signatures](#i7f2313d92b9244348de56d691cb17d86_241) | | | [78](#i7f2313d92b9244348de56d691cb17d86_241) | | |

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

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

| | | | [Consolidated Statements of Comprehensive Income](#i893b6a5439c94cf5b82c3091b00fea0a_118) | | | [35](#i893b6a5439c94cf5b82c3091b00fea0a_118) | | |

| [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) | | |

| | | | [Schedule II – Valuation and Qualifying Accounts and Reserves](#i893b6a5439c94cf5b82c3091b00fea0a_253) | | | [83](#i893b6a5439c94cf5b82c3091b00fea0a_253) | | |

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

Nordson's [removed: Senior Director of] [added: Chief Information] Security [removed: and Compliance,] [added: Officer ("CISO"),] primarily leads these efforts.

The [removed: Senior Director of Security and Compliance] [added: CISO] 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.

The Company's corporate headquarters is located in Westlake, Ohio.

The Company maintains manufacturing and other facilities at approximately 60 locations.

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

The Company is a lessee under a number of operating and finance leases for certain real properties and equipment, none of which is individually material to its operations.

Management believes that the existing manufacturing facilities are adequate for its operations and that the facilities are maintained in good condition.

Our principal owned and leased properties (defined as greater than 20,000 square feet or related to a principal operation) as of October 31, 2024 were as follows:

Nordson Corporation 19

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

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

| Location | | | | | | Description of Property | | | | | | Approximate Square Feet | | |

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

| Amherst, Ohio 1 | | | | | | A manufacturing, laboratory and office complex | | | | | | 521,000 | | |

| Norwich, Connecticut 2 | | | | | | A manufacturing, laboratory and office building | | | | | | 212,000 | | |

| Carlsbad, California 3 | | | | | | Three manufacturing and office buildings (leased) | | | | | | 181,000 | | |

| Duluth, Georgia 1 | | | | | | A manufacturing, laboratory and office building | | | | | | 176,000 | | |

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

| Chippewa Falls, Wisconsin 1 | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 145,000 | | |

| Swainsboro, Georgia 1 | | | | | | A manufacturing building | | | | | | 136,000 | | |

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

| East Providence, Rhode Island 2 | | | | | | A manufacturing, warehouse and office building | | | | | | 116,000 | | |

| Loveland, Colorado 2 | | | | | | A manufacturing, warehouse and office building | | | | | | 115,000 | | |

| Allen, Texas2 | | | | | | A manufacturing, warehouse and office building | | | | | | 106,000 | | |

| Salem, New Hampshire 2 | | | | | | Two manufacturing, warehouse and office buildings (leased) | | | | | | 83,000 | | |

| Wixom, Michigan 1 | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 64,000 | | |

| Golden Valley, Minnesota 3 | | | | | | A manufacturing and office building | | | | | | 61,000 | | |

| Easton, Pennsylvania 2 | | | | | | A manufacturing, warehouse and office building | | | | | | 46,000 | | |

| Dayton, Ohio 1 | | | | | | A manufacturing, warehouse and office building | | | | | | 43,000 | | |

| Hickory, North Carolina 1 | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 41,000 | | |

| Elk Grove, Illinois 3 | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 40,000 | | |

| San Jose, California 2 | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 37,000 | | |

| Brooklyn Park, Minnesota 2 | | | | | | An office, laboratory and warehouse building (leased) | | | | | | 34,000 | | |

| Westlake, Ohio | | | | | | Corporate headquarters | | | | | | 28,000 | | |

| Lithia Springs, Georgia 1 | | | | | | A warehouse and office building (leased) | | | | | | 27,000 | | |

| Chattanooga, Tennessee 2 | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 25,000 | | |

| Huntington Beach, California 2 | | | | | | An office, laboratory and warehouse building (leased) | | | | | | 21,000 | | |

| International | | | | | | | | | | | | | | |

| Erkrath, Germany 1, 2 | | | | | | An office, laboratory and warehouse building (leased) | | | | | | 324,000 | | |

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

| Shanghai, China 1 | | | | | | Three manufacturing, warehouse, laboratory and office buildings | | | | | | 179,000 | | |

| Münster, Germany 1 | | | | | | Two manufacturing, warehouse and office buildings (leased) | | | | | | 150,000 | | |

| Lüneburg, Germany 1 | | | | | | A manufacturing and laboratory building | | | | | | 129,000 | | |

| Guaymas, Mexico 2 | | | | | | Two manufacturing, warehouse and office buildings (leased) | | | | | | 89,000 | | |

| Tokyo, Japan 1, 2 | | | | | | Four office, laboratory and warehouse buildings (leased) | | | | | | 76,000 | | |

| Suzhou, China 3 | | | | | | Two manufacturing, warehouse and office buildings (leased) | | | | | | 75,000 | | |

| Tecate, Mexico 2 | | | | | | A manufacturing, warehouse and office building (leased) | | | | | | 59,000 | | |

Nordson Corporation [removed: 21][added: 19]

Our executive officers as of October 31, [removed: 2024,] [added: 2025,] were as follows:

| Sundaram Nagarajan | | | | | | [removed: 62] [added: 63] | | | | | | 2019 | | | | | | President and Chief Executive Officer | | |

| Daniel R. Hopgood | | | | | | [removed: 52] [added: 53] | | | | | | 2024 | | | | | | Executive Vice President, Chief Financial Officer | | |

| James E. DeVries | | | | | | [removed: 65] [added: 66] | | | | | | 2012 | | | | | | Executive Vice President | | |

| Jennifer McDonough | | | | | | [removed: 53] [added: 54] | | | | | | 2021 | | | | | | Executive Vice President, General Counsel and Secretary | | |

| Joseph P. Kelley | | | | | | [removed: 52] [added: 53] | | | | | | 2020 | | | | | | Executive Vice President | | |

| Sarah Siddiqui | | | | | | [removed: 47] [added: 48] | | | | | | 2023 | | | | | | Executive Vice President | | |

| Srinivas Subramanian | | | | | | [removed: 54] [added: 55] | | | | | | 2022 | | | | | | Executive Vice President | | |

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 Holdings, Inc. (Nasdaq: LECO), a global [removed: manufacturer.][added: manufacturer of welding and cutting products.]

[removed: Lovass] [added: Effective April 28, 2025, Justin Hall] was named Executive Vice President - Medical and Fluid Solutions.

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

Nordson Corporation [removed: 22][added: 20]

Previously, Mr. Subramanian served as Vice President of the Electronics Processing Solutions [removed: business,] [added: business from June 2020 through July 2022,] having served in various roles of increasing responsibility since joining the Company in 2006.

| Justin Hall | | | | | | 47 | | | | | | 2025 | | | | | | Executive Vice President | | |

Previously, Mr. Hall served as Vice President of the Electronics Processing Solutions business from November 2022 through April 27, 2025 and general manager of the Medical Fluid Components business from May 2020 through October 2022, having served in various roles of increasing responsibility since joining the Company in 2006.

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

| Stephen P. Lovass | | | | | | 55 | | | | | | 2017 | | | | | | Executive Vice President | | |

Effective August 1, 2022, Stephen P.

Previously, Mr. Lovass served as Corporate Vice President since November 2016.

Prior to joining the Company, Mr. Lovass served as President for one of the global sensors and controls businesses for Danaher Corporation (NYSE: DHR), an international Fortune 200, diversified science and technology company, from 2012 to 2016.

Prior to joining 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.

Nordson Corporation 23

As of November 30, [removed: 2024,] [added: 2025,] there were [removed: 1,088] [added: 1,050] record shareholders.

The following graph compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, [removed: 2014] [added: 2015] 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: [added: AEIS,] AME, B, [added: CR,] DCI, ENTG, GGG, GTLS, ICUI, IEX, [added: ITGR,] ITT, KEYS, LECO, MKSI, [removed: NATI,] [added: MMSI,] TER, TFX, TRMB, VNT, WTS and WWD.

[removed: ][added: ]

| Company/Market/Peer Group | | | [removed: 2014 | | |] 2015 | | | 2016 | | | 2017 | | | 2018 | | | 2019 | | | 2020 | | | 2021 | | | 2022 | | | 2023 | | | 2024 | | | [added: 2025 | | |]

Nordson Corporation [removed: 24][added: 21]

[removed: In] [added: (2) On] August [removed: 2015,] [added: 20 2025,] the [added: Company announced that its] board of directors authorized the repurchase of up to an additional [removed: $200,000] [added: $500,000] of the [removed: Company’s] [added: Company's] common shares.

Nordson Corporation [removed: 25][added: 22]

| Nordson Corporation | | | $ | 100.00 | | $ | 142.42 | | $ | 181.89 | | $ | 177.75 | | $ | 229.77 | | $ | 285.95 | | $ | 378.91 | | $ | 338.59 | | $ | 323.53 | | $ | 381.30 | | $ | 362.07 | |

| S&P 500 Index | | | $ | 100.00 | | $ | 104.51 | | $ | 129.21 | | $ | 138.70 | | $ | 158.57 | | $ | 173.97 | | $ | 248.62 | | $ | 212.30 | | $ | 233.83 | | $ | 322.72 | | $ | 391.96 | |

| S&P MidCap 400 | | | $ | 100.00 | | $ | 106.26 | | $ | 131.20 | | $ | 132.54 | | $ | 144.49 | | $ | 142.83 | | $ | 212.68 | | $ | 188.14 | | $ | 186.14 | | $ | 247.55 | | $ | 263.35 | |

| S&P 500 Ind. Machinery | | | $ | 100.00 | | $ | 114.18 | | $ | 157.42 | | $ | 145.25 | | $ | 177.14 | | $ | 194.30 | | $ | 256.46 | | $ | 222.66 | | $ | 243.82 | | $ | 332.18 | | $ | 338.16 | |

| S&P MidCap 400 Ind. Machinery | | | $ | 100.00 | | $ | 117.36 | | $ | 168.33 | | $ | 164.78 | | $ | 195.81 | | $ | 209.24 | | $ | 297.23 | | $ | 269.28 | | $ | 287.91 | | $ | 368.19 | | $ | 456.82 | |

| New Peer Group | | | $ | 100.00 | | $ | 107.63 | | $ | 168.04 | | $ | 166.20 | | $ | 214.45 | | $ | 238.29 | | $ | 351.47 | | $ | 287.34 | | $ | 275.65 | | $ | 349.21 | | $ | 411.13 | |

| Old Peer Group | | | $ | 100.00 | | $ | 107.25 | | $ | 166.45 | | $ | 165.34 | | $ | 214.21 | | $ | 234.44 | | $ | 346.06 | | $ | 282.99 | | $ | 274.20 | | $ | 342.40 | | $ | 404.97 | |

| August 1, 2025 to August 31, 2025 | | | 135 | | | | | | $ | 217.15 | | | | | 135 | | | | | | $ | 782,029 | |

| September 1, 2025 to September 30, 2025 | | | 130 | | | | | | $ | 224.73 | | | | | 130 | | | | | | $ | 752,886 | |

| October 1, 2025 to October 31, 2025 | | | 124 | | | | | | $ | 233.26 | | | | | 124 | | | | | | $ | 724,233 | |

| Total | | | 389 | | | | | | $ | 224.80 | | | | | 389 | | | | | | $ | 724,233 | |

As of October 31, 2025, approximately $724,233 remained available for share repurchases under existing share repurchase authorizations.

| 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 | |

(2) In December 2014, the board of directors authorized a $300,000 common share repurchase program.

In August 2018, the board of directors authorized the repurchase of an additional $500,000 of the Company’s common shares.

In September 2022, the board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares.

Approximately $523,798 of the total $1,500,000 authorized remained available for share repurchases at October 31, 2024.

| Years ended October 31, [removed: 2024, 2023] [added: 2025, 2024] and [removed: 2022] [added: 2023] | | | | | | | | | | | | | | | | | | | | |

| *(In thousands except for per-share amounts)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Sales | | | | | | $ | [removed: 2,689,921] [added: 2,791,687] | | | | | $ | [removed: 2,628,632] [added: 2,689,921] | | | | | $ | [removed: 2,590,278] [added: 2,628,632] | |

| Cost of sales | | | | | | [removed: 1,203,792] [added: 1,251,903] | | | | | | [removed: 1,203,227] [added: 1,203,792] | | | | | | [removed: 1,163,742] [added: 1,203,227] | | |

| Selling and administrative expenses | | | | | | [removed: 812,128] [added: 815,514] | | | | | | [removed: 752,644] [added: 812,128] | | | | | | [removed: 724,176] [added: 752,644] | | |

| | | | | | | [removed: 2,015,920] [added: 2,079,962] | | | | | | [removed: 1,955,871] [added: 2,015,920] | | | | | | [removed: 1,887,918] [added: 1,955,871] | | |

| Operating profit | | | | | | [removed: 674,001] [added: 711,725] | | | | | | [removed: 672,761] [added: 674,001] | | | | | | [removed: 702,360] [added: 672,761] | | |

| Interest expense | | | | | | [removed: (88,924)] [added: (104,156)] | | | | | | [removed: (59,505)] [added: (88,924)] | | | | | | [removed: (22,413)] [added: (59,505)] | | |

| Interest and investment income | | | | | | [removed: 4,913] [added: 3,051] | | | | | | [removed: 2,680] [added: 4,913] | | | | | | [removed: 2,026] [added: 2,680] | | |

| Other - net | | | | | | [removed: (4,509)] [added: (12,972)] | | | | | | [removed: (597)] [added: (4,509)] | | | | | | [removed: 8,527] [added: (597)] | | |

| | | | | | | [removed: (88,520)] [added: (114,077)] | | | | | | [removed: (57,422)] [added: (88,520)] | | | | | | [removed: (53,081)] [added: (57,422)] | | |

| Income before income taxes | | | | | | [removed: 585,481] [added: 597,648] | | | | | | [removed: 615,339] [added: 585,481] | | | | | | [removed: 649,279] [added: 615,339] | | |

| Income tax expense | | | | | | [removed: 118,197] [added: 113,174] | | | | | | [removed: 127,846] [added: 118,197] | | | | | | [removed: 136,176] [added: 127,846] | | |

| Net income | | | | | | $ | [removed: 467,284] [added: 484,474] | | | | | $ | [removed: 487,493] [added: 467,284] | | | | | $ | [removed: 513,103] [added: 487,493] | |

| Average common shares | | | | | | [removed: 57,176] [added: 56,606] | | | | | | [removed: 57,090] [added: 57,176] | | | | | | [removed: 57,629] [added: 57,090] | | |

| Incremental common shares attributable to equity compensation | | | | | | [removed: 440] [added: 310] | | | | | | [removed: 541] [added: 440] | | | | | | [removed: 620] [added: 541] | | |

| Average common shares and common share equivalents | | | | | | [removed: 57,616] [added: 56,916] | | | | | | [removed: 57,631] [added: 57,616] | | | | | | [removed: 58,249] [added: 57,631] | | |

| Basic earnings per share | | | | | | $ | [removed: 8.17] [added: 8.56] | | | | | $ | [removed: 8.54] [added: 8.17] | | | | | $ | [removed: 8.90] [added: 8.54] | |

| Diluted earnings per share | | | | | | $ | [removed: 8.11] [added: 8.51] | | | | | $ | [removed: 8.46] [added: 8.11] | | | | | $ | [removed: 8.81] [added: 8.46] | |

| Dividends declared per common share | | | | | | $ | [removed: 2.82] [added: 3.16] | | | | | $ | [removed: 2.63] [added: 2.82] | | | | | $ | [removed: 2.18] [added: 2.63] | |

| *(In thousands)* | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | | | | | [removed: 2022] [added: 2023] | | |

| Pension and postretirement benefit [removed: plans:] [added: plans] | | | | | | [added: 18,011] | | | | | | [added: (4,789)] | | | | | | [added: (15,425)] | | |

| Net [removed: actuarial gain (loss)] [added: (gain) loss] arising during the year | | | [added: (7,197)] | | | [removed: (4,387)] | | | [added: 623] | | | [removed: (15,106)] | | | | | | [removed: 54,065] | | | [added: | | |]

| Amortization of prior service [removed: cost] [added: credit] | | | [added: —] | | | [removed: (7)] | | | [added: —] | | | [removed: (34)] | | | [added: —] | | | [removed: (201)] | | | [added: (8) | | | | | | (8) | | | | | | (50) | | |]

| Amortization of [added: net] actuarial [removed: (gain) loss] [added: gain] | | | [added: (502)] | | | [removed: (502)] | | | [added: (591)] | | | [removed: (24)] | | | [added: —] | | | [removed: 7,575] | | | [added: | | | | | | | | | | | | | | |]

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

| Settlement [removed: (gain) loss] [added: gain (loss)] recognized [added: during the year] | | | [added: —] | | | [removed: 107] | | | [added: (56)] | | | [removed: (259)] | | | [added: —] | | | [removed: 32,219] | | | [added: (95) | | |]

| Total other comprehensive income [removed: (loss)] | | | | | | [removed: 11,601] [added: 84,383] | | | | | | [removed: 11,341] [added: 11,601] | | | | | | [removed: (31,947)] [added: 11,341] | | |

| Total comprehensive income | | | | | | $ | [removed: 478,885] [added: 568,857] | | | | | $ | [removed: 498,834] [added: 478,885] | | | | | $ | [removed: 481,156] [added: 498,834] | |

| October 31, [removed: 2024] [added: 2025] and [removed: 2023] [added: 2024] | | | | | | | | | | | | | | |

| Current assets: | | | | | | [removed: 2024] [added: 2025] | | | | | | [removed: 2023] [added: 2024] | | |

| Cash and cash equivalents | | | | | | $ | [removed: 115,952] [added: 108,442] | | | | | $ | [removed: 115,679] [added: 115,952] | |

| Receivables - net | | | | | | [removed: 594,663] [added: 587,843] | | | | | | [removed: 590,886] [added: 594,663] | | |

| Inventories - net | | | | | | [removed: 476,935] [added: 444,814] | | | | | | [removed: 454,775] [added: 476,935] | | |

| Prepaid expenses and other current assets | | | | | | [removed: 87,482] [added: 101,752] | | | | | | [removed: 67,970] [added: 87,482] | | |

| Total current assets | | | | | | [removed: 1,275,032] [added: 1,242,851] | | | | | | [removed: 1,229,310] [added: 1,275,032] | | |

| Goodwill | | | | | | [removed: 3,280,819] [added: 3,304,685] | | | | | | [removed: 2,784,201] [added: 3,280,819] | | |

| Property, plant and equipment - net | | | | | | [removed: 544,607] [added: 516,914] | | | | | | [removed: 392,846] [added: 544,607] | | |

| Intangible assets - net | | | | | | [removed: 740,846] [added: 681,587] | | | | | | [removed: 672,744] [added: 740,846] | | |

| Operating right of use lease assets | | | | | | [removed: 93,620] [added: 77,478] | | | | | | [removed: 106,176] [added: 93,620] | | |

| Divestiture and related charges | | | | | | 12,545 | | | | | | — | | | | | | — | | |

| Foreign currency translation and related hedging instruments | | | | | | 66,372 | | | | | | 16,390 | | | | | | 26,766 | | |

| | | | | | | $ | 5,917,681 | | | | | $ | 6,000,966 | |

| | | | | | | $ | 5,917,681 | | | | | $ | 6,000,966 | |

Nordson Corporation 33

| Years ended October 31, 2025, 2024 and 2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |

| Other comprehensive income (loss): | | | — | | | | | | — | | | | | | — | | | | | | 11,601 | | | | | | — | | | | | | 11,601 | | |

| Purchase of treasury shares | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | (306,367) | | | | | | (306,367) | | |

| Net income | | | — | | | | | | — | | | | | | 484,474 | | | | | | — | | | | | | — | | | | | | 484,474 | | |

| Other comprehensive income (loss): | | | — | | | | | | — | | | | | | — | | | | | | 84,383 | | | | | | — | | | | | | 84,383 | | |

| October 31, 2025 | | | $ | 12,253 | | | | | $ | 740,789 | | | | | $ | 4,600,604 | | | | | $ | (100,457) | | | | | $ | (2,209,618) | | | | | $ | 3,043,571 | |

| Years ended October 31, 2025, 2024 and 2023 | | | | | | | | | | | | | | | | | | | | |

| Net income | | | | | | $ | 484,474 | | | | | $ | 467,284 | | | | | $ | 487,493 | |

| Divestiture and related charges | | | | | | 12,545 | | | | | | — | | | | | | — | | |

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

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

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

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

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

Derivatives — The Company uses derivative instruments to manage foreign currency and interest rate risk as detailed below.

Refer to Note 12 for additional details.

Investments — The Company holds minority interests in certain companies that do not have readily determinable fair values.

For each qualifying investment, the Company elects the measurement alternative under ASC 321, initially recognizing the investment at cost and subsequently adjusting the carrying amount for (i) impairment, and (ii) observable price changes in orderly transactions for an identical or similar investment of the same issuer.

Investments subject to the measurement alternative are classified in Other assets on the Consolidated Balance Sheets and were $13,996, and $15,061, at October 31, 2025 and October 31, 2024, respectively.

Adjustments (upward or downward) and impairment losses, if any, are recognized in earnings within Other-net and were not material for fiscal 2025 and 2024.

If a readily determinable fair value for the investments subsequently becomes available, we will be required to record the investment at fair value with any unrealized gains or losses being recognized in earnings each period.

| Balance at October 31, 2022 (1) | | | $ | (160,046) | | | | | $ | (47,736) | | | | | $ | (207,782) | |

| Other comprehensive (loss) income before reclassification adjustments | | | 31,409 | | | | | | (19,804) | | | | | | 11,605 | | |

| Reclassifications from AOCI to Statement of Income (2) | | | — | | | | | | (308) | | | | | | (308) | | |

| Tax impact | | | (4,643) | | | | | | 4,687 | | | | | | 44 | | |

| Other comprehensive (loss) income before reclassification adjustments | | | 11,024 | | | | | | (6,129) | | | | | | 4,895 | | |

| Reclassifications from AOCI to Statement of Income (2) | | | — | | | | | | (419) | | | | | | (419) | | |

| Tax impact | | | 5,366 | | | | | | 1,759 | | | | | | 7,125 | | |

| Other comprehensive (loss) income before reclassification adjustments | | | 57,857 | | | | | | 22,953 | | | | | | 80,810 | | |

| Reclassifications from AOCI to Statement of Income (2) | | | — | | | | | | 1,060 | | | | | | 1,060 | | |

| Tax impact | | | 8,515 | | | | | | (6,002) | | | | | | 2,513 | | |

| Balance at October 31, 2025 (1) | | | $ | (50,518) | | | | | $ | (49,939) | | | | | $ | (100,457) | |

(1) Amounts net of tax.

(2) Included in the computation of net periodic cost (benefit) which is included in Other - net in our Consolidated Statements of Income.

See Note 7.

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

| Foreign currency translation adjustments | | | | | | 16,390 | | | | | | 26,766 | | | | | | (126,657) | | |

| Total pension and postretirement benefit plans | | | | | | (4,789) | | | | | | (15,425) | | | | | | 94,710 | | |

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

| October 31, 2021 | | | $ | 12,253 | | | | | $ | 585,334 | | | | | $ | 3,265,027 | | | | | $ | (175,835) | | | | | $ | (1,527,649) | | | | | $ | 2,159,130 | |

| Net income | | | — | | | | | | — | | | | | | 513,103 | | | | | | — | | | | | | — | | | | | | 513,103 | | |

| Pension plan settlement adjustment | | | | | | | | | | | | | | | | | | | | | 33,271 | | | | | | | | | | | | 33,271 | | |

| Defined benefit pension and post-retirement plans adjustment | | | — | | | | | | — | | | | | | — | | | | | | 61,439 | | | | | | — | | | | | | 61,439 | | |

| Defined benefit pension and post-retirement plans adjustment | | | — | | | | | | — | | | | | | — | | | | | | (15,425) | | | | | | — | | | | | | (15,425) | | |

| Foreign currency translation adjustments | | | — | | | | | | — | | | | | | — | | | | | | 16,390 | | | | | | — | | | | | | 16,390 | | |

| Defined benefit pension and post-retirement plans adjustment | | | — | | | | | | — | | | | | | — | | | | | | (4,789) | | | | | | — | | | | | | (4,789) | | |

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

| Purchase of treasury shares | | | | | | (33,339) | | | | | | (89,708) | | | | | | (262,869) | | |

Effective in the third quarter of 2022, we changed our accounting method for certain U.S. inventories from a last-in, first-out basis ("LIFO") to a first-in, first-out basis.

Previously, the LIFO method was used to determine the cost of a portion of our inventories in the U.S. We believe this change in accounting method is preferable as it is consistent with how we manage our business, results in a uniform method to value our inventory across all regions of our business, improves comparability with our peers and is expected to better reflect the current value of inventory on the consolidated balance sheets.

We applied this accounting change as a cumulative effect adjustment to cost of sales in the third quarter of 2022 and did not restate prior period financial statements because the impact was not material.

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

Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled.

We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions.

These contracts usually have maturities of

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

These contracts are not designated as hedging instruments under U.S. GAAP.

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

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

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

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

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

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

The 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.

| | | | | | |

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

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

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

| Pension and postretirement plan changes, net of tax of $1,716 | | | — | | | | | | (4,789) | | | | | | (4,789) | | |

| Currency translation losses | | | 16,390 | | | | | | — | | | | | | 16,390 | | |

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.

As of October 31, 2024, the purchase price allocation remains preliminary as we complete our assessment, principally related to income taxes.

Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer (executive vice president and chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in [removed: the] [added: Rule 13a-15 under] Securities Exchange Act [removed: Rule 13a-15e)] [added: of 1934 (the "Exchange Act"))] as of October 31, [removed: 2024.][added: 2025.]

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: 2024] [added: 2025] in ensuring that information required to be disclosed in the reports that we file or submit under the [removed: Securities] Exchange Act [removed: 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.

The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42) thereon are set forth in [removed: Part II,] Item 8 of this annual report and are incorporated by reference.

There were no changes in our internal control over financial reporting that occurred during the fourth quarter of [removed: 2024] [added: 2025] that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

During the quarter ended October 31, [removed: 2024,] [added: 2025,] 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: 73][added: 71]

Information regarding the Audit Committee and Audit Committee financial experts is incorporated by reference to the caption [removed: “Committees] [added: "Committees] of the Board of [removed: Directors”] [added: Directors"] of our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this item regarding our insider trading policy and procedures is incorporated by reference to the information contained under the caption [removed: “Insider] [added: "Insider] Trading, [removed: Anti-Hedging and Anti-Pledging Policies”] [added: Anti-Hedging/Anti-Pledging Policy"] in our definitive proxy statement for the [removed: 2024] [added: 2026] Annual Meeting of [removed: Stockholders.][added: Shareholders.]

We intend to satisfy our disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our [removed: code of ethics and business conduct] [added: Code] that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on our website.

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 Certain Beneficial Owners and Management—Delinquent Section 16(a) Reports” of our definitive Proxy Statement for the 2026 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: 2025] [added: 2026] Annual Meeting of Shareholders, along with the sections captioned [removed: “Directors Compensation,” “Summary] [added: "Directors Compensation," "Summary] Compensation for Fiscal Year [removed: 2024,” “Grants] [added: 2025," "Grants] of Plan-Based [removed: Awards,” “Outstanding] [added: Awards," "Outstanding] Equity Awards at October 31, [removed: 2024,” “Stock] [added: 2025," "Stock] Option Exercises and Stock Vested [removed: Tables,” “Pension Benefits,” “Nonqualified] [added: Tables," "Pension Benefits," "Nonqualified] Deferred [removed: Compensation,” “Potential] [added: Compensation," "Potential] Benefits Upon Termination or Change of [removed: Control,” “CEO] [added: Control," "CEO] Pay [removed: Ratio,”] [added: Ratio,"] "Risks Related to Executive Compensation Policies and Practices" and "Compensation Committee Report" in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management” in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The following table sets forth (in whole shares) information regarding equity compensation plans in effect as of October 31, [removed: 2024:][added: 2025:]

| Plan category | | | | | | Number of securities [removed: to be] [added: to be] issued upon [removed: exercise of] [added: exercise of] outstanding [removed: options, warrants] [added: options, warrants] and [removed: rights (1)] [added: rights (1)] | | | | | | [removed: Weighted-average exercise] [added: Weighted-average exercise] price [removed: of outstanding options, warrants] [added: of outstanding options, warrants] and [removed: rights (2)] [added: rights (2)] | | | | | | Number of securities remaining available for future issuance under equity compensation plans [removed: (excluding securities] [added: (excluding securities] reflected [removed: in first] [added: in first] reporting [removed: column) (3)] [added: column) (3)] | | |

(3) As of October 31, [removed: 2024,] [added: 2025,] includes shares available for future issuance under the 2021 Plan, including for awards other than options, warrants and rights.

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

| Equity compensation plans approved by security holders | | | | | | 1,167,137 | | | | | | $ | 176.40 | | | | | 2,081,411 | | |

| Total | | | | | | 1,167,137 | | | | | | $ | 176.40 | | | | | 2,081,411 | | |

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

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

The information required by this Item is incorporated by reference to the captions [removed: “Corporate] [added: "Corporate] Governance—Director [removed: Independence”] [added: Independence"] and [removed: “Corporate] [added: "Corporate] Governance—Review and Approval of Transactions with Related [removed: Persons”] [added: Persons"] in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

The information required by this Item is incorporated by reference to the caption [removed: “Proposal] [added: "Proposal] 2: Ratify the Appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending October 31, [removed: 2024—Fees] [added: 2026—Fees] Paid to Ernst & Young [removed: LLP”] [added: LLP"] and the caption [removed: “Proposal] [added: "Proposal] 2: Ratify the Appointment of Independent Registered Public Accounting Firm—Pre-Approval of Audit and Non-Audit [removed: Services”] [added: Services"] in our definitive Proxy Statement for the [removed: 2025] [added: 2026] Annual Meeting of Shareholders.

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

Consolidated Statements of Income for each of the three years in the period ended October 31, [removed: 2024][added: 2025]

Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, [removed: 2024][added: 2025]

Consolidated Balance Sheets as of October 31, [removed: 2024] [added: 2025] and October 31, [removed: 2023][added: 2024]

Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, [removed: 2024][added: 2025]

Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, [removed: 2024][added: 2025]

Financial Statement [removed: Schedule][added: Schedules]

[removed: No other consolidated financial statement] [added: Other] schedules [removed: are presented] [added: have not been included] because the schedules are not required, because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements, including the notes thereto.

[removed: [Table](#i893b6a5439c94cf5b82c3091b00fea0a_7)] [added: [Table](#i7f2313d92b9244348de56d691cb17d86_7)] [Table of [removed: Contents](#i893b6a5439c94cf5b82c3091b00fea0a_7)][added: Contents](#i7f2313d92b9244348de56d691cb17d86_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](https://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.htm) [Current] [added: Registrant’s Current] Report [removed: on](https://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.htm) [Form] [added: on Form] 8-K dated August 10, 2022)](https://www.sec.gov/Archives/edgar/data/72331/000007233122000071/exhibit21agreement.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 [removed: Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex21.htm) [Current] [added: Registrant’s Current] Report [removed: on](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex21.htm) [Form] [added: on 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 [removed: Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex22.htm) [Current] [added: Registrant’s Current] Report [removed: on](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex22.htm) [Form] [added: on 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 [removed: Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex23.htm) [Current] [added: Registrant’s Current] Report [removed: on](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex23.htm) [Form] [added: on Form] 8-K dated May 28, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524148409/d816726dex23.htm) | | |

| [removed: 4-e] [added: 4-b] | | | | | | [Master Note Purchase Agreement dated July [removed: 26, 2012] [added: 28, 2015] between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit [removed: 4-e] [added: 4.1] to Registrant’s [removed: Annual] [added: Quarterly] Report on Form [removed: 10-K] [added: 10-Q] for the [removed: year] [added: quarter] ended [removed: October] [added: July] 31, [removed: 2018)](https://www.sec.gov/Archives/edgar/data/72331/000156459018030928/ndsn-ex4e_313.htm)] [added: 2015)](https://www.sec.gov/Archives/edgar/data/72331/000156459015007736/ndsn-ex41_228.htm)] | | |

| [removed: 4-j] [added: 4-c] | | | | | | [Master Note Purchase [removed: Agreement] [added: Agreement,] dated [removed: July 28, 2015 between] [added: as of June 22, 2018, by and among] Nordson Corporation and the purchasers [removed: listed] [added: named] therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s [removed: Quarterly] [added: Current] Report on Form [removed: 10-Q for the quarter ended July 31, 2015)](https://www.sec.gov/Archives/edgar/data/72331/000156459015007736/ndsn-ex41_228.htm)] [added: 8-K dated June 28, 2018)](https://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm)] | | |

| [removed: 4-k] [added: 10-j] | | | | | | [removed: [Master Note Purchase] [added: [Employment] Agreement, [removed: dated] [added: effective] as of [removed: June 22, 2018, by and among] [added: August 1, 2019, between] Nordson Corporation and [removed: the purchasers named therein] [added: Sundaram Nagarajan] (incorporated herein by reference to Exhibit [removed: 4.1] [added: 10.2] to [removed: 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] [added: Registrant’s Current Report on Form] 8-K dated June [removed: 28, 2018)](https://www.sec.gov/Archives/edgar/data/72331/000119312518207814/d495901dex41.htm)] [added: 14, 2019)*](https://www.sec.gov/Archives/edgar/data/72331/000119312519173060/d760303dex102.htm)] | | |

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

| [removed: 4-m] [added: 4-e] | | | | | | [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](https://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex42.htm) [Current] [added: Registrant's Current] Report [removed: on](https://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex42.htm) [Form] [added: on Form] 8-K dated September 13, 2023).](https://www.sec.gov/Archives/edgar/data/72331/000119312523234350/d484972dex42.htm) | | |

| [removed: 4-n] [added: 4-f] | | | | | | 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 [removed: Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524215920/d851082dex42.htm) [Current] [added: Registrant’s Current] Report [removed: on](https://www.sec.gov/Archives/edgar/data/72331/000119312524215920/d851082dex42.htm) [Form] [added: on Form] 8-K dated September 9, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524215920/d851082dex42.htm). | | |

| [removed: 4-o] [added: 4-g] | | | | | | [removed: [364-Day Term Loan] [added: [Incremental Amendment to Credit] Agreement, dated as of June 21, 2024, by and among Nordson [removed: Corporation,] [added: Corporation] as Borrower, [removed: Morgan Stanley Senior Funding, Inc.,] [added: Nordson Engineering GmbH] as [added: German Borrower, Wells Fargo Bank, National Association, as] Administrative Agent, [removed: Sole Lead Arranger] and [removed: Sole Bookrunner, and] various financial institutions named therein as lenders (incorporated herein by reference to Exhibit [removed: 4.1] [added: 4.2] to [removed: Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex41.htm) [Current] [added: Registrant’s Current] Report [removed: on](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex41.htm) [Form] [added: on Form] 8-K dated June 24, [removed: 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex41.htm)] [added: 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex42.htm)] | | |

| [removed: 4-p] [added: 10-i] | | | | | | [removed: [Incremental Amendment to Credit] [added: [Amended and Restated Term Loan] Agreement, dated [removed: as of June 21, 2024, by and] [added: April 30, 2019,] among Nordson [removed: Corporation as Borrower, Nordson Engineering GmbH as German Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and] [added: Corporation,] various financial institutions named [removed: therein] [added: therein, and PNC Bank, National Association,] as [removed: lenders] [added: administrative agent] (incorporated herein by reference to Exhibit 4.2 to [removed: Registrant’s](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex42.htm) [Current] [added: Registrant’s Current] Report [removed: on](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex42.htm) [Form] [added: on Form] 8-K dated [removed: June 24, 2024)](https://www.sec.gov/Archives/edgar/data/72331/000119312524166217/d826871dex42.htm)] [added: May 6, 2019)](https://www.sec.gov/Archives/edgar/data/72331/000119312519138470/d739052dex42.htm)] | | |

| [removed: 10-b-2] [added: 10-a-1] | | | | | | [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, 2014)*](https://www.sec.gov/Archives/edgar/data/72331/000119312514442368/d787677dex10b2.htm) | | |

| [removed: 10-b-3] [added: 10-a-2] | | | | | | [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, 2016)*](https://www.sec.gov/Archives/edgar/data/72331/000156459016020351/ndsn-ex101_100.htm) | | |