A Dark Vector Cognition product

Item 1A. RISK FACTORS

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Item 1A. RISK FACTORS

In addition to the other information set forth in this Quarterly Report on Form 10-Q, you should carefully consider the risk factors disclosed in “Item 1A. Risk Factors” of our 2025 Form 10-K. There have been no material changes to the risk factors described in the 2025 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, 2026:

(In whole shares)Total Number of Shares Repurchased (1)Average Price Paid per ShareTotal Number of Shares Repurchased 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, 2026 to February 28, 202615,681$283.3115,615$637,378
March 1, 2026 to March 31, 202686,796$268.7686,796$614,051
April 1, 2026 to April 30, 202657,223$271.8656,920$598,577
Total159,700$271.30159,331$598,577

(1) Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.

(2) On August 20, 2025, the Company announced that its board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares. As of April 30, 2026, approximately $598,577 remained available for share repurchases under existing share repurchase authorizations. 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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Nordson Corporation

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