Cover and table of contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2026

OR

☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-7977

____________________________________________________

NORDSON CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________________

Ohio

(State or other jurisdiction of incorporation or organization)

28601 Clemens Road

Westlake, Ohio

(Address of principal executive offices)

34-0590250

(I.R.S. Employer Identification No.)

44145

(Zip Code)

(440) 892-1580

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class						Trading Symbol(s)						Name of Each Exchange On Which Registered
Common Shares, without par value						NDSN						Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer			☒						Accelerated filer			☐
Non-accelerated filer			☐						Smaller reporting company			☐
Emerging growth company			☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Shares, without par value as of February 18, 2026: 55,783,598

Table of Contents

PART I – FINANCIAL INFORMATION			3
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)			3
Condensed Consolidated Statements of Income			3
Consolidated Statements of Comprehensive Income			3
Consolidated Balance Sheets			4
Consolidated Statements of Shareholders' Equity			5
Condensed Consolidated Statements of Cash Flows			6
Notes to Condensed Consolidated Financial Statements			7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			19
Overview			19
Critical Accounting Policies and Estimates			19
Results of Operations			19
Financial Condition			21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			22
ITEM 4. CONTROLS AND PROCEDURES			22
PART II – OTHER INFORMATION			23
ITEM 1. LEGAL PROCEEDINGS			23
ITEM 1A. RISK FACTORS			23
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			23
ITEM 5. OTHER INFORMATION			24
ITEM 6. EXHIBITS			24
SIGNATURE			25

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Part I – FINANCIAL INFORMATION

ITEM 1.			FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Income

						Three Months Ended
(In thousands, except for per share data)						January 31, 2026						January 31, 2025
Sales						$	669,461					$	615,420
Cost of sales						303,339						279,524
Selling and administrative expenses						199,717						194,949
Operating profit						166,405						140,947
Interest expense						(23,131)						(26,559)
Interest and investment income						390						941
Other income - net						20,837						1,526
Income before income taxes						164,501						116,855
Income tax expense						31,119						22,203
Net income						$	133,382					$	94,652
Average common shares						55,789						57,129
Incremental common shares attributable to equity compensation						338						357
Average common shares and common share equivalents						56,127						57,486
Basic earnings per share						$	2.39					$	1.66
Diluted earnings per share						$	2.38					$	1.65

See accompanying notes.

Consolidated Statements of Comprehensive Income

						Three Months Ended
(In thousands)						January 31, 2026						January 31, 2025
Net income						$	133,382					$	94,652
Components of other comprehensive income (loss), net of tax:
Foreign currency translation and related hedging adjustments						42,959						(51,679)
Pension and postretirement benefit plans						295						512
Total other comprehensive income						43,254						(51,167)
Total comprehensive income						$	176,636					$	43,485

See accompanying notes.

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Consolidated Balance Sheets

(In thousands)
Assets
Current assets:						January 31, 2026						October 31, 2025
Cash and cash equivalents						$	120,392					$	108,442
Receivables - net						571,583						587,843
Inventories - net						451,138						444,814
Prepaid expenses and other current assets						108,558						101,752
Total current assets						1,251,671						1,242,851
Goodwill						3,332,244						3,304,685
Intangible assets - net						671,456						681,587
Property, plant and equipment - net						521,508						516,914
Operating right of use lease assets						69,758						77,478
Deferred income taxes						11,320						11,246
Other assets						102,965						82,920
						$	5,960,922					$	5,917,681
Liabilities and shareholders' equity
Current liabilities:
Current maturities of long-term debt and notes payable						$	54,312					$	315,000
Accrued liabilities						182,964						229,095
Accounts payable						117,708						121,006
Customer advanced payments						47,783						44,009
Income taxes payable						35,060						25,856
Operating lease liability - current						16,238						17,402
Finance lease liability - current						5,984						5,892
Total current liabilities						460,049						758,260
Long-term debt						1,943,182						1,681,254
Deferred income taxes						194,321						192,186
Operating lease liability - noncurrent						56,747						64,451
Postretirement obligations						43,548						43,786
Pension obligations						44,903						43,205
Finance lease liability - noncurrent						8,210						8,359
Other long-term liabilities						97,856						82,609
Shareholders' equity:
Common shares						12,253						12,253
Capital in excess of stated value						762,137						740,789
Retained earnings						4,688,200						4,600,604
Accumulated other comprehensive loss						(57,203)						(100,457)
Common shares in treasury, at cost						(2,293,281)						(2,209,618)
Total shareholders' equity						3,112,106						3,043,571
						$	5,960,922					$	5,917,681

See accompanying notes.

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Consolidated Statements of Shareholders’ Equity

						Three Months Ended January 31, 2026
(In thousands, except for share and per share data)						Common Shares						Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Common Shares in Treasury, at cost						TOTAL
November 1, 2025						$	12,253					$	740,789					$	4,600,604					$	(100,457)					$	(2,209,618)					$	3,043,571
Shares issued under company stock and employee benefit plans						—						16,457						—						—						2,338						18,795
Stock-based compensation						—						4,891						—						—						—						4,891
Purchase of treasury shares						—						—						—						—						(86,001)						(86,001)
Dividends declared ($0.82 per share)						—						—						(45,786)						—						—						(45,786)
Net income						—						—						133,382						—						—						133,382
Other comprehensive income						—						—						—						43,254						—						43,254
January 31, 2026						$	12,253					$	762,137					$	4,688,200					$	(57,203)					$	(2,293,281)					$	3,112,106

						Three Months Ended January 31, 2025
(In thousands, except for share and per share data)						Common Shares						Additional Paid-in Capital						Retained Earnings						Accumulated Other Comprehensive Income (Loss)						Common Shares in Treasury, at cost						TOTAL
November 1, 2024						$	12,253					$	714,091					$	4,295,199					$	(184,840)					$	(1,904,511)					$	2,932,192
Shares issued under company stock and employee benefit plans						—						349						—						—						652						1,001
Stock-based compensation						—						4,633						—						—						—						4,633
Purchase of treasury shares						—						—						—						—						(60,098)						(60,098)
Dividends declared ($0.78 per share)						—						—						(44,602)						—						—						(44,602)
Net income						—						—						94,652						—						—						94,652
Other comprehensive loss						—						—						—						(51,167)						—						(51,167)
January 31, 2025						$	12,253					$	719,073					$	4,345,249					$	(236,007)					$	(1,963,957)					$	2,876,611

See accompanying notes.

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Condensed Consolidated Statements of Cash Flows

(In thousands)						Three Months Ended
Cash flows from operating activities:						January 31, 2026						January 31, 2025
Net income						$	133,382					$	94,652
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization						36,585						37,031
Non-cash stock compensation						4,891						4,633
Deferred income taxes						5,620						(2,223)
Other non-cash (income) expense						(21,410)						584
(Gain) loss on sale of property, plant and equipment						(776)						166
Changes in operating assets and liabilities and other						(17,864)						24,279
Net cash provided by operating activities						140,428						159,122
Cash flows from investing activities:
Additions to property, plant and equipment						(17,513)						(21,399)
Proceeds from sale of property, plant and equipment						1,103						298
Other						(1,261)						6,825
Net cash used in investing activities						(17,671)						(14,276)
Cash flows from financing activities:
Proceeds from issuance of debt						267,360						1,655
Repayment of debt						(264,993)						(24,218)
Repayment of finance lease obligations						(1,616)						(1,320)
Issuance of common shares						18,795						1,001
Purchase of treasury shares						(86,001)						(60,098)
Dividends paid						(45,786)						(44,602)
Net cash used in financing activities						(112,241)						(127,582)
Effect of exchange rate changes on cash						1,434						(2,792)
Increase in cash and cash equivalents						11,950						14,472
Cash and cash equivalents at beginning of period						108,442						115,952
Cash and cash equivalents at end of period						$	120,392					$	130,424

See accompanying notes.

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Notes to Condensed Consolidated Financial Statements

January 31, 2026

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this Quarterly Report on Form 10-Q, all amounts related to United States 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. Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.

Unless otherwise noted, all references to years relate to our fiscal year ending October 31.

Significant accounting policies

Basis of presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended January 31, 2026 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended October 31, 2025.

Consolidation. The Condensed Consolidated Financial Statements include the accounts of Nordson Corporation and its 100%-owned and controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is 50% or less or in which we do not have control but have the ability to exercise significant influence are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.

Use of estimates. The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the Condensed Consolidated Financial Statements. Actual amounts could differ from these estimates.

Revenue recognition. A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. Generally, our revenue results from short-term, fixed-price contracts and 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. For products in which control transfers upon delivery, revenue is deferred for undelivered items and included within Accrued liabilities in our Consolidated Balance Sheets. Revenues deferred as of January 31, 2026 and October 31, 2025 were not material.

For certain contracts related to the sale of customer-specific products, revenue is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer. The continuous transfer of control to the customer occurs as we enhance assets that are customer controlled, and we are contractually entitled to payment for work performed to date plus a reasonable margin.

As control transfers over time for these products or services, revenue is recognized based on progress toward completion of the performance obligations. The selection method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We have elected to use the input method – costs incurred for these contracts because it best depicts the transfer of products or services to the customer based on incurring costs on the contract. Under this method, revenues are recorded proportionally as costs are incurred. Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material as of January 31, 2026 and October 31, 2025. Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues for the periods ended January 31, 2026 and October 31, 2025.

Revenue is measured as the amount of consideration we expect to be entitled to in exchange for transferring products or services. Taxes, including sales and value add, that we collect concurrently with revenue-producing activities are excluded from revenue. As a practical expedient, we may exclude the assessment of whether goods or services are performance obligations, if they are immaterial in the context of the contract, and combine these with other performance obligations. While payment terms and conditions vary by contract type, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a significant portion of these costs are incurred prior to transfer of control to the customer. We have also elected to apply the practical expedient to expense sales commissions as they are incurred, as the amortization period resulting from capitalizing the

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costs is one year or less. These costs are recorded within Selling and administrative expenses in our Condensed Consolidated Statements of Income.

We offer assurance-type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term and is not material. Certain arrangements may include installation, installation supervision, training, and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, and therefore, these items are typically regarded as inconsequential or not material.

We disclose disaggregated revenues by operating segment and geography in accordance with the revenue standard and on the same basis used internally by the chief operating decision maker for evaluating performance of operating segments and for allocating resources. Refer to our Operating segments Note for details.

Earnings per share. Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted shares and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. Options for 73 and 193 common shares were excluded from the calculation of diluted earnings per share for the three months ended January 31, 2026 and 2025, respectively, because their effect would have been anti-dilutive. Under the 2021 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods. Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.

Recently issued accounting standards

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. ASU 2023-07 requires enhanced disclosures about significant segment expenses and enhanced disclosures in interim periods. The guidance in ASU 2023-07 is to be applied retrospectively and is effective for annual reporting periods in fiscal years beginning after December 15, 2023 and interim reporting periods in fiscal years beginning after December 31, 2024, with early adoption permitted. The Company adopted the guidance of ASU 2023-07 during the fourth quarter of 2025. See Operating Segments Note.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. ASU 2023-09 is intended to improve income tax disclosure requirements by requiring specific disclosure in the rate reconciliation and additional information for reconciling items that meet a quantitative threshold. The guidance in ASU 2023-09 will be effective for annual reporting periods in fiscal years beginning after December 15, 2024. 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 in its Annual Report on Form 10-K for the year ending October 31, 2026.

In November 2024, the FASB issued ASU 2024-03, Income Statement (Topic 220): Reporting Comprehensive Income. ASU 2024-03 does not change or remove current expense presentation requirements within the Consolidated Statements of Income. However, the amendments require disclosure, on an annual and interim basis, disaggregated information about certain income statement expense line items within the notes to the consolidated financial statements. The amendments in this update are effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the impact that the adoption of ASU 2024-03 will have on its consolidated financial statements and disclosures and anticipates adoption in fiscal 2028.

Acquisitions

Business acquisitions have been accounted for using the acquisition method, with the acquired assets and liabilities recorded at estimated fair value on the dates of acquisition. The cost in excess of the net assets of the business acquired is included in goodwill. Operating results since the respective dates of acquisitions are included in the Condensed Consolidated Statements of Income.

Receivables

Our primary allowance for credit losses is the allowance for doubtful accounts, which is principally determined based on aging of receivables. Receivables are exposed to credit risk based on the customers' ability to pay which is influenced by, among other factors, their financial liquidity. We perform ongoing customer credit evaluation to maintain sufficient allowances for potential credit losses. Our segments perform credit evaluation and monitoring to estimate and manage credit risk through the review of customer information, credit ratings, approval and monitoring of customer credit limits and assessment of market conditions. We may also require prepayments or bank guarantees from customers to mitigate credit risk. Our receivables are generally short-term

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in nature with a majority of receivables outstanding less than 90 days. Accounts receivable balances are written-off against the allowance if deemed uncollectible.

Accounts receivable are net of an allowance for credit losses of $6,504 and $7,408 on January 31, 2026 and October 31, 2025, respectively. Provision income was $589 for the three months ended January 31, 2026 compared to provision income of $382 for the three months ended January 31, 2025. The remaining change in the allowance for credit losses is principally related to the write-off of uncollectible accounts.

Inventories

Components of inventories were as follows:

						January 31, 2026						October 31, 2025
Finished goods						$	243,587					$	234,710
Raw materials and component parts						227,554						230,907
Work-in-process						61,504						57,306
						532,645						522,923
Obsolescence and other reserves						(81,507)						(78,109)
						$	451,138					$	444,814

Property, Plant and Equipment

Components of property, plant and equipment were as follows:

			January 31, 2026						October 31, 2025
Land			$	32,761					$	32,579
Land improvements			4,939						4,914
Buildings			363,125						360,038
Machinery and equipment			690,721						682,093
Enterprise management system			53,694						53,694
Construction-in-progress			40,298						29,522
Leased property under finance leases			28,656						27,680
			1,214,194						1,190,520
Accumulated depreciation			(692,686)						(673,606)
			$	521,508					$	516,914

Depreciation expense was $17,016 and $17,720 for the three months ended January 31, 2026 and 2025, respectively.

Goodwill and other intangible assets

Our reporting units are the same as our reportable operating segments, Industrial Precision Solutions ("IPS"), Medical and Fluid Solutions ("MFS"), and the Advanced Technology Solutions ("ATS") segments. Changes in the carrying amount of goodwill for the three months ended January 31, 2026 by operating segment:

						IPS						MFS						ATS						Total
Balance at October 31, 2025						$	1,210,366					$	1,647,468					$	446,851					$	3,304,685
Currency effect						23,125						1,163						3,271						27,559
Balance at January 31, 2026						$	1,233,491					$	1,648,631					$	450,122					$	3,332,244

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Information regarding intangible assets subject to amortization:

						January 31, 2026
						Carrying Amount						Accumulated Amortization						Net Book Value
Customer relationships						$	910,541					$	405,243					$	505,298
Patent/technology costs						237,558						162,588						74,970
Trade name						170,403						79,215						91,188
Non-compete agreements						8,686						8,686						—
Other						921						921						—
Total						$	1,328,109					$	656,653					$	671,456
						October 31, 2025
						Carrying Amount						Accumulated Amortization						Net Book Value
Customer relationships						$	899,402					$	390,751					$	508,651
Patent/technology costs						235,255						155,865						79,390
Trade name						169,127						75,581						93,546
Non-compete agreements						8,596						8,596						—
Other						929						929						—
Total						$	1,313,309					$	631,722					$	681,587

Amortization expense for the three months ended January 31, 2026 and 2025 was $19,569 and $19,311, respectively.

Pension and other postretirement plans

The components of net periodic pension costs for the three months ended January 31, 2026 and 2025 were:

						U.S.												International
						2026						2025						2026						2025
Service cost						$	2,062					$	2,531					$	133					$	232
Interest cost						4,580						4,691						604						623
Expected return on plan assets						(6,645)						(6,609)						(547)						(638)
Amortization of prior service credit						—						—						(2)						(2)
Amortization of net actuarial (gain) loss						1,051						474						(86)						(67)
Total benefit cost						$	1,048					$	1,087					$	102					$	148

The components of other postretirement benefit costs, for plans in the United States, for the three months ended January 31, 2026 and 2025:

						2026						2025
Service cost						$	35					$	59
Interest cost						522						650
Amortization of net actuarial gain						(413)						(126)
Total benefit cost						$	144					$	583

The components of net periodic pension and other postretirement cost, other than service cost, are included in Other – net in our Condensed Consolidated Statements of Income.

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Income taxes

We record our interim provision for income taxes based on our estimated annual effective tax rate, as well as certain items discrete to the current period. The effective tax rate for the three months ended January 31, 2026 and 2025 was 18.9% and 19.0%, respectively. The effective tax rate for the three months ended January 31, 2026 was lower than the U.S. tax rate of 21% primarily due to the foreign-derived intangible income deduction.

One Big Beautiful Bill Act

On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law in the United States. The OBBBA includes significant tax law changes, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. While several provisions under the OBBBA begin to take effect during the Company’s fiscal year ended October 31, 2026, the OBBBA did not have a material impact on the Company’s consolidated financial statements in the three months ended January 31, 2026. The Company will continue to assess the impact of the OBBBA for the year ending October 31, 2026. The OBBBA is not expected to have a material impact on the effective tax rate.

Accumulated other comprehensive income (loss)

Changes in accumulated other comprehensive income (AOCI) consisted of:

						Cumulative translation and related hedging instruments						Pension and postretirement benefit plan adjustments						Accumulated other comprehensive income (loss)
Balance at October 31, 2025 (1)						$	(50,518)					$	(49,939)					$	(100,457)
Other comprehensive income before reclassification adjustments						36,775						(131)						36,644
Reclassifications from AOCI to Statement of Income (2)						—						550						550
Tax impact						6,184						(124)						6,060
Balance at January 31, 2026 (1)						$	(7,559)					$	(49,644)					$	(57,203)

(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 Pension and other postretirement plans Note.

Warranties

We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year) measured from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions is adjusted as necessary. The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheets.

Following is a reconciliation of the product warranty liability for the three months ended January 31, 2026 and 2025:

						2026						2025
Beginning balance at October 31						$	13,900					$	13,538
Accruals for warranties						3,022						1,596
Warranty payments						(2,854)						(2,856)
Currency adjustments						233						(351)
Ending balance						$	14,301					$	11,927

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Operating segments

We conduct business in three primary operating segments:

Industrial Precision Solutions: This segment focuses on delivering proprietary dispensing and processing technology, both standard and highly customized equipment, to diverse end markets. Product lines commonly reduce material consumption, increase line efficiency through precision dispensing and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, agricultural, consumer durables and non-durables markets.

Medical and Fluid Solutions: This segment includes the Company’s fluid management solutions for medical, high-tech industrial and other diverse end markets. Related plastic tubing, balloons, catheters, syringes, cartridges, tips and fluid connection components are used to dispense or control fluids within customers’ medical devices or products, as well as production processes.

Advanced Technology Solutions: This segment focuses on products serving electronics and consumer non-durable end markets. Advanced Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics customer’s production and measurement and control processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability. Applications include, but are not limited to, semiconductors, printed circuit boards, electronic components and automotive electronics, in-line measurement sensors, gauges and analyzers.

The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker ("CODM"), our President and Chief Executive Officer. The primary measure used by our CODM for purposes of making decisions about allocating resources to the segments and assessing performance is segment EBITDA, which equals sales less adjusted cost of sales and adjusted selling and administrative expenses plus depreciation. Cost of sales and selling and administrative expenses are adjusted for certain special items such as non-recurring cost reduction activities and acquisition related costs, including intangible asset amortization. The CODM uses segment EBITDA in the annual budgeting and forecasting processes and regularly evaluates segment EBITDA results versus budget, forecast and prior year when making allocation of capital, financial and employee resource decisions.

The accounting policies of the segments are the same as those described in our Significant accounting policies Note. There are no intersegment sales. Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive compensation, charitable donations, corporate facilities, and other items that are of a corporate or functional governance nature. Interest expense-net and other income/expense-net are excluded from the measure of segment profitability reviewed by our CODM and are not presented by operating segment.

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The following table presents information about our reportable segments as further reconciled to consolidated GAAP financial results:

						Three Months Ended
						January 31, 2026						January 31, 2025
Sales
Industrial Precision Solutions						$	326,861					$	300,448
Medical and Fluid Solutions						193,183						193,609
Advanced Technology Solutions						149,417						121,363
Total segment sales						669,461						615,420
Adjusted cost of sales
Industrial Precision Solutions						(134,755)						(113,147)
Medical and Fluid Solutions						(96,555)						(103,369)
Advanced Technology Solutions						(72,029)						(54,859)
Total segment adjusted cost of sales						(303,339)						(271,375)
Adjusted selling and administrative expenses
Industrial Precision Solutions						(87,750)						(80,169)
Medical and Fluid Solutions						(34,261)						(34,612)
Advanced Technology Solutions						(46,375)						(45,317)
Total segment adjusted selling and administrative expenses						(168,386)						(160,098)
Depreciation
Industrial Precision Solutions						5,955						5,644
Medical and Fluid Solutions						7,840						8,704
Advanced Technology Solutions						1,587						1,584
Total segment depreciation						15,382						15,932
EBITDA
Industrial Precision Solutions						110,311						112,776
Medical and Fluid Solutions						70,206						64,332
Advanced Technology Solutions						32,600						22,771
Total segment EBITDA						213,117						199,879
Inventory step-up amortization						—						(3,135)
Acquisition related costs						—						(1,030)
Severance and other						—						(5,961)
Depreciation and amortization						(36,585)						(37,030)
Corporate expenses						(10,127)						(11,776)
Interest expense						(23,131)						(26,559)
Interest and investment income						390						941
Other - net						20,837						1,526
Income before taxes						$	164,501					$	116,855

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The following table presents additional information about our reportable segments for the three months ended or period ended:

			Industrial Precision Solutions						Medical and Fluid Solutions						Advanced Technology Solutions						Corporate						Total
January 31, 2026
Amortization of intangibles			$	7,520					$	9,671					$	2,378					$	—					$	19,569
Identifiable assets (1)			1,881,578						2,187,997						747,941						1,143,406						5,960,922
Property, plant and equipment expenditures			3,265						5,325						8,717						206						17,513
January 31, 2025
Amortization of intangibles			$	6,810					$	9,437					$	3,064					$	—					$	19,311
Identifiable assets (1)			1,737,555						2,240,225						734,046						1,159,700						5,871,526
Property, plant and equipment expenditures			5,070						9,330						2,124						4,875						21,399

(1) Operating segment identifiable assets include notes and accounts receivable net of allowance for doubtful accounts, inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill. Corporate assets are principally cash and cash equivalents, deferred income taxes, leases, headquarter facilities and intangible assets.

We had significant net sales, measured based on their geographic destination, and long-lived assets in the following geographic areas:

			January 31, 2026						January 31, 2025
Net external sales for three months ended
Americas			$	261,930					$	267,836
Europe			182,461						167,762
Asia Pacific			225,070						179,822
Total net external sales			$	669,461					$	615,420
Long-lived assets
Americas			$	421,462					$	465,600
Europe			108,566						103,813
Asia Pacific			61,238						56,849
Total long-lived assets			$	591,266					$	626,262

Net external sales in the United States were $198,523 for the three months ended January 31, 2026 and $208,820 for the three months ended January 31, 2025. Long-lived assets include property, plant and equipment - net and operating right of use lease assets. Long-lived assets in the U.S. were $412,713 and $450,029 as of January 31, 2026 and 2025, respectively.

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 $7,335 and $13,996, at January 31, 2026 and October 31, 2025, respectively. Adjustments (upward or downward) and impairment losses, if any, are recognized in earnings within Other-net and were not material for fiscal 2026 and 2025. 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.

In December 2025, one of the Company's minority interest investments was publicly listed on a foreign stock exchange. The fair value of this investment is included in Other assets on the Consolidated Balance Sheets and was $29,238 as of January 31, 2026. The unrealized gain of $22,238 for the three months ended January 31, 2026 was included in Other-net in the Condensed Consolidated Statements of Income. Nordson is contractually restricted from selling any shares in this investment until December 2028 and there are no circumstances that could cause this restriction to lapse earlier.

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Fair value measurements

The inputs to the valuation techniques used to measure fair value are classified into the following categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:

January 31, 2026						Total						Level 1						Level 2						Level 3
Net derivative contracts (1)						$	(59,465)					$	—					$	(59,465)					$	—
Deferred compensation plans (2)						(13,356)						—						(13,356)						—
Minority interest investment (3)						29,238						29,238						—						—

October 31, 2025						Total						Level 1						Level 2						Level 3
Net derivative contracts (1)						$	(55,367)					$	—					$	(55,367)					$	—
Deferred compensation plans (2)						(11,885)						—						(11,885)						—

(1) Derivative contracts are valued using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. Refer to Derivative financial instruments note for balance sheet classification of derivatives.

(2) Executive officers and other highly compensated employees may defer up to 100% of their salary and annual cash incentive compensation and for executive officers, up to 90% of their long-term incentive compensation, into various non-qualified deferred compensation plans. Deferrals can be allocated to various market performance measurement funds. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.

(3) Refer to Investments note for additional details.

The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables and accounts payable are shown in the table below. The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments.

						January 31, 2026												October 31, 2025
						Carrying Amount						Fair Value						Carrying Amount						Fair Value
Long-term debt (including current portion)						$	1,984,051					$	2,041,426					$	1,996,254					$	2,038,869

Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The carrying amount of long-term debt is shown net of unamortized debt issuance costs and bond discounts as described in the Long-term debt Note.

Derivative financial instruments

The Company uses derivative instruments to manage foreign currency and interest rate risk as detailed below. The Company does not enter into derivative instruments for trading purposes.

Foreign Currency Forward Contracts

We operate internationally and enter into transactions denominated in foreign currencies. 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. The settlement of these contracts is recorded in operating activities on the Consolidated Statement of Cash Flows.

We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. As of January 31, 2026 and 2025, there were no significant concentrations of credit risk.

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Net Investment Hedges

Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.

The Company is a party to various cross currency swaps between the U.S. dollar and Euro, Japanese Yen, Taiwan dollar, Singapore dollar and Chinese Yuan, which were designated as hedges of our net investments in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increases or decreases related to the remeasurement of the effective portion of the hedges are recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheets until the sale or substantial liquidation of the underlying investments. The settlement of these hedges is recorded in investing activities on the Consolidated Statement of Cash Flows. The interest component is recorded in operating activities on the Consolidated Statement of Cash Flows.

Fair Value Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate liabilities due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, the Secured Overnight Financing Rate ("SOFR"), with the objective of minimizing the cost of borrowed funds. The Company's interest rate swaps involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments without the exchange of the underlying notional amount.

The Company's interest rate swaps are designated and qualify as fair value hedges. As a result, the interest rate swaps are measured at fair value and the carrying value of the hedged debt is adjusted for the change in value related to the exposure being hedged, with both adjustments offset to earnings. Accordingly, the earnings effect of an increase in the fair value of the interest rate swaps will be substantially offset by the earnings effect of the increase in the carrying value of the hedged debt.

The following table provides information regarding the Company's outstanding interest rate derivatives that were used to hedge changes in fair value attributable to interest rate risk:

						Interest rate swaps - notional amount						Cumulative adjustment to long-term debt from application of hedge accounting						Carrying value of hedged debt
Interest rate swaps						$	300,000					$	9,131					$	309,131

The following table provides information regarding the balance sheet and income statement impacts of the Company's derivatives:

January 31, 2026						Notional Amount $						Prepaid and other current assets						Other assets						Accrued liabilities						Other long-term liabilities			Type of hedge
Derivatives designated as hedges:
Cross-currency swap						$	928,098					$	3,839					$	—					$	10,041					$	75,583		Net investment
Interest rate swap						300,000						1,396						7,735						—						—			Fair value
Derivatives not designated as hedges:
Foreign currency forward contracts						1,036,125						14,704						—						1,515						—
Total												$	19,939					$	7,735					$	11,556					$	75,583

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October 31, 2025						Notional Amount $						Prepaid and other current assets						Other assets						Accrued liabilities						Other long-term liabilities			Type of hedge
Derivatives designated as hedges:
Cross-currency swap						$	863,904					$	5,937		$	73		$	—		$	10,675		$	676					$	61,725		Net investment
Interest rate swap						300,000						1,133						10,353						—						—			Fair value
Derivatives not designated as hedges:
Foreign currency forward contracts						1,137,956						4,961						—						15,350						—
Total												$	12,031					$	10,353					$	16,026					$	61,725

						Gain (Loss) Recognized												Location
						January 31, 2026						January 31, 2025
Derivatives designated as hedges:
Interest rate swaps						$	(2,355)					$	2,986					Interest expense
Hedged item						$	2,355					$	(2,986)					Interest expense
Cross-currency swap - interest component						$	3,628					$	3,737					Interest expense
Cross-currency swap - effective portion						$	(26,560)					$	37,038					Cumulative translation
Derivatives not designated as hedges
Foreign currency forward contracts						$	23,579					$	(4,363)					Other-net
Foreign currency balance sheet remeasurement						$	(25,873)					$	4,694					Other-net

Long-term debt

A summary of long-term debt is as follows:

						January 31, 2026						October 31, 2025
Notes Payable						$	4,312					$	—
Revolving credit agreement, due 2031						400,000						—
Revolving credit agreement, due 2028						—						135,000
Term loan due 2026						—						265,000
Senior notes, due 2026-2027						20,000						20,000
Senior notes, due 2026-2030						130,000						130,000
5.600% Notes due 2028						350,000						350,000
5.800% Notes due 2033						500,000						500,000
4.500% Notes due 2029						600,000						600,000
						2,004,312						2,000,000
Less current maturities						54,312						315,000
Less unamortized debt issuance costs						13,978						13,167
Less bond discounts						1,971						2,065
Plus impact of interest rate swaps						9,131						11,486
Long-term maturities						$	1,943,182					$	1,681,254

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Revolving credit agreement — In January 2026, we entered into a $1,200,000 senior unsecured multicurrency revolving credit facility with a group of banks, maturing in January 2031 (the “Revolving Credit Agreement”), which amended and restated the Company’s previous unsecured senior credit agreement, dated June 6, 2023, that included a term loan facility in the aggregate principal amount of $300,000, maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $922,500, maturing in June 2028. The Company borrowed and had $400,000 outstanding on the Revolving Credit Agreement as of January 31, 2026. The Revolving Credit Agreement permits borrowing in U.S. Dollars, Euros, Sterling, Swiss Francs, Singapore Dollars, Japanese Yen, and each other currency approved by the Revolving Agent and the Revolving Credit Banks (each as defined in the Revolving Credit Agreement). Loans under the Revolving Credit Agreement bear interest at the sum of (i) either a base rate or, depending on the currency, a SOFR rate, EURIBOR rate, TIBOR rate, SORA rate, SONIA rate or SARON rate (each as defined in the Revolving Credit Agreement) plus (ii) an applicable margin. The applicable margin is based on either the Company’s Leverage Ratio (as defined in the Revolving Credit Agreement) or then current Debt Rating (as defined in the Revolving Credit Agreement). The weighted-average interest rate at January 31, 2026 was 4.69%.

Senior notes, due 2026-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of 0.99 years. The weighted-average interest rate at January 31, 2026 was 3.19%.

Senior notes, due 2026-2030 — These unsecured fixed-rate notes entered into in 2018 with a group of insurance companies have a remaining weighted-average life of 2.39 years. The weighted-average interest rate at January 31, 2026 was 4.08%.

5.600% Notes due 2028 and 5.800% Notes due 2033 — In September 2023, we completed an underwritten public offering of $350,000 aggregate principal amount of 5.600% Notes due 2028 and $500,000 aggregate principal amount of 5.800% Notes due 2033.

4.500% Notes due 2029 — In September 2024, we completed an underwritten public offering of $600,000 aggregate principal amount of 4.500% Notes due 2029.

We were in compliance with all covenants at January 31, 2026, and the amount we could borrow would not have been limited by any debt covenants.

Contingencies

We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. After consultation with legal counsel, we do not believe that losses in excess of the amounts we have accrued would have a material adverse effect on our financial condition, quarterly or annual operating results or cash flows.

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Nordson Corporation