filings.toolsItem 1A. RISK FACTORS
6K characters. Original on sec.gov · Markdown
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.
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 April 30, 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) | ||||||||||||||||||||||
| February 1, 2023 to February 28, 2023 | 4,893 | $ | 214.44 | 4,691 | $ | 630,782 | ||||||||||||||||||||
| March 1, 2023 to March 31, 2023 | 131,692 | $ | 208.87 | 130,966 | $ | 603,431 | ||||||||||||||||||||
| April 1, 2023 to April 30, 2023 | 85,510 | $ | 215.96 | 85,276 | $ | 585,015 | ||||||||||||||||||||
| Total | 222,095 | 220,933 |
(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 $585,015 of the total $1,500,000 authorized remained available for share repurchases at April 30, 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.
| ITEM 6. | EXHIBITS |
| 4.1 | First Amendment, dated April 17, 2023, to the Third Amended and Restated Credit Agreement, dated April 30, 2019, among Nordson Corporation, various financial institutions named therein, and KeyBank National Association, as administrative agent (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated April 21, 2023) | ||||
| 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 and six months ended April 30, 2023 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three and six months ended April 30, 2023 and 2022, (ii) the Consolidated Statements of Comprehensive Income for the three and six months ended April 30, 2023 and 2022, (iii) the Consolidated Balance Sheets at April 30, 2023 and October 31, 2022, (iv) the Consolidated Statements of Shareholders’ Equity for the three and six months ended April 30, 2023 and 2022, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 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 April 30, 2023, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). |
Page 28
Nordson Corporation
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: May 25, 2023 | Nordson Corporation | ||||
| By: /s/ Joseph P. Kelley | |||||
| Joseph P. Kelley | |||||
| Executive Vice President, Chief Financial Officer | |||||
| (Principal Financial Officer) |
Page 29
Previous: Item 1. LEGAL PROCEEDINGS