filings.toolsItem 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
Trading Arrangements
During the three months ended July 31, 2024, any director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company that 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, is disclosed below.
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement****1 | Nature of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Securities****2 | ||||||||||||
| Stephen P. Lovass Executive Vice President | Adoption 7/8/2024 | Rule 10b5-1 Trading Arrangement | Sale | Until 11/31/2025 | Up to 2,229 3 Common Shares | ||||||||||||
| Jennifer L. McDonough Executive Vice President, General Counsel and Secretary | Adoption 7/8/2024 | Rule 10b5-1 Trading Arrangement | Sale | Until 12/31/2024 | Up to 1,072 Common Shares | ||||||||||||
| James E. DeVries Executive Vice President, Continuous Improvement | Adoption 7/10/2024 | Rule 10b5-1 Trading Arrangement | Sale | Until 11/21/2025 | Up to 9,100 Common Shares | ||||||||||||
| Joseph P. Kelley Executive Vice President | Adoption 7/10/2024 | Rule 10b5-1 Trading Arrangement | Sale | Until 7/3/2025 | Up to 4,000 Common Shares |
1 Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
2 The aggregate number of securities may include common shares subject to restricted stock units previously granted to the reporting director or officer may vest and be released to the reporting director or officer on or after July 31, 2024 upon the satisfaction of the applicable service-based vesting conditions. The actual number of shares that will be released to the reporting director or officer pursuant to the restricted stock units and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares withheld by the Company to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable.
3 This figure includes an estimate of the number of shares issuable under performance share units ("PSUs") awarded under the Company's 2021 Stock Incentive and Award Plan ("SIAP") that may be sold under the trading arrangement; however, the actual number of shares that will be acquired through the SIAP may vary. In addition, the number of shares that may be sold under the trading arrangement includes the target number of shares issuable under Mr. Lovass' PSU award vesting during the term of the trading arrangement.
No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the three months ended July 31, 2024.
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Nordson Corporation
| ITEM 6. | EXHIBITS |
| 2.1 | Agreement and Plan of Merger, dated as of May 28, 2024, by and among Nordson Corporation, Alpha Medical Merger Sub, Inc. and Atrion Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s Form 8-K dated May 28, 2024)** | ||||
| 2.2 | Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Montclair Harbour LLC, David A. Battat and Emile A. Battat (incorporated herein by reference to Exhibit 2.2 to Registrant’s Form 8-K dated May 28, 2024) | ||||
| 2.3 | Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Stupp Bros., Inc. and John P. Stupp Jr. (incorporated herein by reference to Exhibit 2.3 to Registrant’s Form 8-K dated May 28, 2024) | ||||
| 4.1 | 364-Day Term Loan Agreement, dated as of June 21, 2024, by and among Nordson Corporation, as Borrower, Morgan Stanley Senior Funding, Inc., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.1 to Registrant’s Form 8-K dated June 24, 2024) | ||||
| 4.2 | Incremental Amendment to Credit Agreement, dated as of June 21, 2024, by and among Nordson Corporation as Borrower, Nordson Engineering GmbH as German Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.2 to Registrant’s Form 8-K dated June 24, 2024) | ||||
| 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 nine months ended July 31, 2024 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three and nine months ended July 31, 2024 and 2023, (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended July 31, 2024 and 2023, (iii) the Consolidated Balance Sheets at July 31, 2024 and October 31, 2023, (iv) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended July 31, 2024 and 2023, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2024 and 2023, 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 July 31, 2024, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). |
** Schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The Registrant will provide a copy of any omitted schedule to the SEC or its staff upon request.
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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: August 22, 2024 | Nordson Corporation | ||||
| /s/ Stephen Shamrock | |||||
| Stephen Shamrock | |||||
| Chief Accounting Officer |
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