Item 5. OTHER INFORMATION
5K characters. Original on sec.gov ·
Item 5. OTHER INFORMATION
During the quarter ended April 30, 2026, 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 | |||||||||||||||
| Srinivas Subramanian Executive Vice President | Adopted3 | 1/13/2026 | x | Up to 3,100 shares | 11/23/2026 | |||||||||||||||
| Sundaram Nagarajan Chief Executive Officer | Terminated4 | 2/6/2026 | x | Up to 41,800 shares | 12/31/2026 | |||||||||||||||
| Joseph P. Kelley Executive Vice President | Terminated5 | 2/10/2026 | x | Up to 2,310 shares | 1/15/2027 | |||||||||||||||
| 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) | ||||||||||||||||||||
| 3 This Rule 10b5‑1 trading plan, which was adopted on January 13, 2026, was inadvertently omitted from the Company’s Form 10‑Q for the quarter ended January 31, 2026, due to a clerical error and is being disclosed in this Form 10‑Q. | ||||||||||||||||||||
| 4 The Rule 10b5‑1 trading plan entered into on January 12, 2026, was terminated by Mr. Nagarajan on February 6, 2026, prior to its scheduled expiration date. | ||||||||||||||||||||
| 5 The Rule 10b5‑1 trading plan entered into on January 16, 2026, was terminated by Mr. Kelley on February 10, 2026, prior to its scheduled expiration date. |
| ITEM 6. | EXHIBITS |
| 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, 2026 formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Condensed Consolidated Statements of Income for the three and six months ended April 30, 2026 and 2025, (ii) the Consolidated Statements of Comprehensive Income for the three and six months ended April 30, 2026 and 2025, (iii) the Consolidated Balance Sheets at April 30, 2026 and October 31, 2025, (iv) the Consolidated Statements of Shareholders’ Equity for the three and six months ended April 30, 2026 and 2025, (v) the Condensed Consolidated Statements of Cash Flows for the six months ended April 30, 2026 and 2025, 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, 2026, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101). |
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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: May 21, 2026 | Nordson Corporation | ||||
| /s/ Joseph Rutledge | |||||
| Joseph Rutledge | |||||
| Chief Accounting Officer |
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