Item 5. OTHER INFORMATION
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Item 5. OTHER INFORMATION
During the quarter ended July 31, 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, except as described in the table below:
| Trading Arrangement | ||||||||||||||||||||
| Action | Action Date | Rule 10b5-11 | Non-Rule 10b5-12 | Total Shares to be Sold | Expiration Date | |||||||||||||||
| Stephen P. Lovass, Executive Vice President | Terminated3 | 6/1/2025 | x | Up to 2,237 shares | 1/16/2026 | |||||||||||||||
| 1 Intended to satisfy the affirmative defense of Rule 10b5-1(c) | ||||||||||||||||||||
| 2 Not intended to satisfy the affirmative defense of Rule 10b5-1(c) | ||||||||||||||||||||
| 3The trading arrangement was terminated in connection with Mr. Lovass' separation from the Company, effective June 1, 2025. |
| ITEM 6. | EXHIBITS |
| 10.1 | Separation agreement between Stephen Lovass and Nordson Corporation, effective June 1, 2025 | ||||
| 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, 2025 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three and nine months ended July 31, 2025 and 2024, (ii) the Consolidated Statements of Comprehensive Income for the three and nine months ended July 31, 2025 and 2024, (iii) the Consolidated Balance Sheets at July 31, 2025 and October 31, 2024, (iv) the Consolidated Statements of Shareholders’ Equity for the three and nine months ended July 31, 2025 and 2024, (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended July 31, 2025 and 2024, 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, 2025, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). |
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 21, 2025 | Nordson Corporation | ||||
| /s/ Joseph Rutledge | |||||
| Joseph Rutledge | |||||
| Chief Accounting Officer |
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