filings.toolsItem 1A. RISK FACTORS
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Item 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in “Item 1A. Risk Factors” of our 2022 Form 10-K. Many of the risks identified in the 2022 Form 10-K have been, and may be further, exacerbated by the impact of the COVID-19 pandemic and the actions taken by governmental entities, businesses, individuals and others in response to the pandemic.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table summarizes common shares repurchased by the Company during the three months ended January 31, 2023:
| (In whole shares) | Total Number of Shares Purchased (1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) | ||||||||||||||||||||||
| November 1, 2022 to November 30, 2022 | 14,351 | $ | 234.07 | — | $ | 631,782 | ||||||||||||||||||||
| December 1, 2022 to December 31, 2022 | 1,180 | $ | 236.43 | — | $ | 631,782 | ||||||||||||||||||||
| January 1, 2023 to January 31, 2023 | 331 | $ | 237.94 | — | $ | 631,782 | ||||||||||||||||||||
| Total | 15,862 | — |
(1) Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.
(2) In December 2014, the board of directors authorized a $300,000 common share repurchase program. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. 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 $631,782 of the total $1,500,000 authorized remained available for share repurchases at January 31, 2023. Uses for repurchased shares include the funding of benefit programs including stock options and restricted stock. Shares purchased are treated as treasury shares until used for such purposes. The repurchase program will be funded using cash from operations and proceeds from borrowings under our credit facilities. The repurchase program does not have an expiration date.
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| ITEM 6. | EXHIBITS |
| 4.1 | Term Loan Agreement, dated as of January 18, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, and the Lenders party thereto and PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated January 23, 2023) | ||||
| 10.1 | Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Options Award | ||||
| 10.2 | Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Units Award | ||||
| 10.3 | Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Units Award | ||||
| 31.1 | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 31.2 | Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | ||||
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | ||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith). | ||||
| 101 | The following financial information from Nordson Corporation’s Quarterly Report on Form 10-Q for the three months ended January 31, 2023 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three months ended January 31, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the three months ended January 31, 2023 and 2022, (iii) the Consolidated Balance Sheets at January 31, 2023 and October 31, 2022, (iv) the Consolidated Statements of Shareholders’ Equity for the three months ended January 31, 2023 and 2022, (v) the Condensed Consolidated Statements of Cash Flows for the three months ended January 31, 2023 and 2022, and (vi) the Notes to Condensed Consolidated Financial Statements. | ||||
| 104 | The cover page from Nordson Corporation’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2023, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Date: February 23, 2023 | Nordson Corporation | ||||
| By: /s/ Joseph P. Kelley | |||||
| Joseph P. Kelley | |||||
| Executive Vice President, Chief Financial Officer | |||||
| (Principal Financial Officer) |
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