Nordson 10-Q 2026-07-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended July 31, 2026

OR

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:

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.

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 August 18, 2026: 55,699,366

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Nordson Corporation

Part I – FINANCIAL INFORMATION

Condensed Consolidated Statements of Income

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The following is management's discussion and analysis of certain significant factors affecting our financial condition and results of operations for the periods included in the accompanying condensed consolidated financial statements. Throughout this Quarterly Report on Form 10-Q, components may not sum to totals due to rounding.

Overview

Nordson is an innovative precision technology company that leverages a scalable growth framework expected to deliver top tier growth with leading margins and returns. We engineer, manufacture and market differentiated products and systems used for precision dispensing, applying and controlling of adhesives, coatings, polymers, sealants, biomaterials, and other fluids, to test and inspect for quality, and to treat and cure surfaces and various medical products such as: catheters, cannulas, medical balloons and medical tubing. These products are supported with extensive application expertise and direct global sales and service. We serve a wide variety of consumer non-durable, consumer durable and technology end markets including packaging, electronics, medical, appliances, energy, transportation, precision agriculture, building and construction, and general product assembly and finishing.

Our strategy for long-term growth is based on solving customers’ needs globally. We were incorporated in the State of Ohio in 1954 and are headquartered in Westlake, Ohio. Our products are marketed through a network of direct operations in more than 35 countries.

As of July 31, 2026, we had approximately 8,200 employees worldwide. We have principal manufacturing operations and sources of supply in the United States, the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.

Critical Accounting Policies and Estimates

A comprehensive discussion of the Company’s critical accounting policies and management estimates and significant accounting policies followed in the preparation of the financial statements is included in Item 7 of our Annual Report on Form 10-K for the year ended October 31, 2025 (the "2025 Form 10-K"). There have been no significant changes in critical accounting policies, management estimates or accounting policies followed since the year ended October 31, 2025.

Results of Operations

Below is a detailed comparison of our results of operations for the nine months ended July 31, 2026 and July 31, 2025.

As used throughout this Quarterly Report on Form 10-Q, geographic regions include the Americas (United States, Canada, Mexico and Central and South America), Asia Pacific and Europe.

Consolidated Financial Results

Consolidated financial results for the three months ended July 31, 2026 and July 31, 2025 were as follows:

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Consolidated financial results for the nine months ended July 31, 2026 and July 31, 2025 were as follows:

Net Sales

Net sales for the IPS, MFS and ATS segments were as follows:

Three Months Ended July 31, 2026

The IPS organic sales increase of 3.3 percent was driven by strength in packaging, industrial coatings, polymer processing and nonwovens product lines. MFS organic sales increased 10.6 percent which was driven by growth in engineered fluid solutions and medical product lines. The ATS organic sales increase of 30.9 percent was driven by strong growth in electronics dispense and test and inspection product lines.

Nine Months Ended July 31, 2026

The IPS organic sales increase of 3.8 percent was driven by growth in virtually all product lines with particular strength in industrial coating, precision agriculture and polymer processing product lines. MFS organic sales increased 7.1 percent driven by strong growth in engineered fluid solutions and modest growth in all other medical product lines. The ATS organic sales increase of 20.1 percent was driven by exceptional growth in electronics dispense and test and inspection product lines.

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Net Sales by region were as follows:

Gross profit and Selling and administrative expenses

Gross margins were 55.5 percent and 54.8 percent for the three months ended July 31, 2026 and July 31, 2025, respectively. Gross margins were 54.9 percent and 54.7 percent for the nine months ended July 31, 2026 and July 31, 2025, respectively. Selling and administrative expenses increased for the three and nine months ended July 31, 2026 in support of higher sales and were up slightly as a percentage of sales for the third quarter but declined as a percentage of sales year to date.

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Profit

Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the three and nine months ended July 31, 2026 and July 31, 2025, respectively:

Three Months Ended July 31, 2026

Segment EBITDA for IPS decreased 170 basis points despite higher sales due to continued investment in innovation and select near-term inflationary pressures. Segment EBITDA for MFS increased 40 basis points on higher sales. Segment EBITDA for ATS increased 560 basis points driven by robust sales growth and actions taken to improve operations and footprint in prior periods.

Consolidated operating profit increased in 2026 compared to 2025 principally due to the overall increase in segment EBITDA and absence of divestiture charges.

Nine Months Ended July 31, 2026

Segment EBITDA for IPS decreased 190 basis points despite higher sales due to unfavorable product and geographic mix in the first quarter, continued investment in innovation and select near-term inflationary pressures. Segment EBITDA for MFS increased 90 basis points due to higher sales and favorable mix from the divestiture of the contract manufacturing business, partially offset by the impact of near-term product start-up headwinds. Segment EBITDA for ATS increased 390 basis points driven by robust sales growth, controlled selling and administrative expenses and actions taken to improve operations and footprint in prior periods.

Consolidated operating profit increased in 2026 compared to 2025 principally due to the overall increase in segment EBITDA and the absence of severance costs and divestiture charges.

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Interest expense and Other expenses

Interest expense for the three months ended July 31, 2026 was $20,823, compared to $26,258 in the comparable period of 2025. The decrease, compared to the prior year period, was primarily due to lower average debt levels enabled by our strong cash generation and a stable-to-declining rate environment. Other expense - net for the three months ended July 31, 2026 was expense of $16,794 compared to expense of $2,945 in the comparable period of 2025. Included in other expense - net for the three months ended July 31, 2026 were unrealized losses on minority investments of $14,892, pension and postretirement income of $984, and $2,023 of foreign currency losses. Included in other expense - net for the three months ended July 31, 2025 were pension and postretirement income of $1,008 and $3,041 in foreign currency losses.

Interest expense for the nine months ended July 31, 2026 was $65,896, compared to $79,389 in the comparable period of 2025. The decrease, compared to the prior year period, was primarily due to lower average debt levels enabled by our strong cash generation and a stable-to-declining rate environment. Other expense - net was $6,357 compared to expense of $5,380 in the comparable period of 2025. Included in other expense - net for the nine months ended July 31, 2026 were unrealized losses on minority investments of $2,481, pension and postretirement income of $2,906, and $6,702 of foreign currency losses. Included in other expense - net for the nine months ended July 31, 2025 were pension and postretirement income of $3,042 and $5,909 in foreign currency losses.

During the second quarter of 2026, we completed a partial plan settlement transaction in regards to our U.S. pension plan in which plan assets amounting to $104,148 were used to purchase a group annuity contract from RGA. The settlement resulted in a loss of $24,049 for the nine months ended July 31, 2026 as shown on the Condensed Consolidated Statements of Income.

Income Tax Expense

Income tax expense was $33,093, or 17.8% of pre-tax income, for the three months ended July 31, 2026, as compared to $33,340, or 21.0% of pre-tax income for the three months ended July 31, 2025. Income tax expense was $88,070, or 17.9% of pre-tax income, for the nine months ended July 31, 2026, as compared to $81,909, or 19.7% of pre-tax income for the nine months ended July 31, 2025.

Net Income

Net income was $152,846, or $2.73 per diluted share, for the three months ended July 31, 2026, compared to net income of $125,784, or $2.22 per diluted share, in the same period of 2025. This represented a 21.5 percent increase in net income and a 23.0 percent increase in diluted earnings per share. The increase of $0.51 per diluted share was primarily driven by higher operating profit, lower interest expense and the benefit of share repurchases, partially offset by a pension settlement charge and higher other expense.

Net income was $403,544, or $7.20 per diluted share, for the nine months ended July 31, 2026, compared to net income of $332,840, or $5.83 per diluted share, in the same period of 2025. This represented a 21.2 percent increase in net income and a 23.5 percent increase in diluted earnings per share. The increase of $1.37 per diluted share was primarily driven by higher operating profit, lower interest and tax expense, and the benefit of share repurchases, partially offset by a pension settlement charge.

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Financial Condition

Liquidity and Capital Resources

Cash and cash equivalents increased $4,989 during the nine months ended July 31, 2026. Approximately 81 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of July 31, 2026.

A comparison of cash flow changes for the nine months ended July 31, 2026 to the nine months ended July 31, 2025 is as follows:

The increase in operating assets and liabilities was principally driven by an increase in accounts receivable to support higher sales demand. During the nine months ended July 31, 2026, the Company was able to utilize its strong cashflow generation to repay $258 million of debt, repurchase $159 million of common shares, pay $137 million in dividends, and fund capital projects to drive organic growth.

We have a $1,200,000 Revolving Credit Facility that matures in January 2031. We have a commercial paper program of $1,200,000 that uses the Revolving Credit Facility as a liquidity backstop. At July 31, 2026, we had zero outstanding under the Revolving Credit Facility and $192 million of outstanding commercial paper.

Our operating performance, balance sheet position and financial ratios for the nine months ended July 31, 2026 remained strong. We were in compliance with all covenants in the agreements governing our debt as of July 31, 2026. We believe the Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures, contributions related to pension and postretirement obligations, principal and interest payments on our outstanding debt, dividends, and share repurchases. Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $113,431 as of July 31, 2026, cash provided by operations, which was $570,473 for the nine months ended July 31, 2026, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $1,142,987 as of July 31, 2026. Cash from operations, which when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the twelve months and the foreseeable future thereafter. The Company believes it has the ability to generate and obtain adequate amounts of cash to meet its short-term and long-term needs for cash. However, the impact of international conflicts, changes in trade policies, tariffs, and other import/export regulations of the United States and other nations could negatively impact our cash flow from operations and liquidity in future periods.

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Safe Harbor Statements Under the Private Securities Litigation Reform Act of 1995

This Quarterly Report on Form 10-Q, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements in this quarterly report that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases. These forward-looking statements reflect management’s current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, U.S. and international economic and political conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions and the Company’s ability to complete and successfully integrate acquisitions; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreements, including changes in tariffs by the United States or other nations; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflicts in Europe and the Middle East, acts of terror, natural disasters and pandemics.

In light of these risks and uncertainties, actual events and results may vary significantly from those included in or contemplated or implied by such forward-looking statements. Readers are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements speak only as of the date made. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Factors that could cause our actual results to differ materially from the expected results are discussed in Part I, Item 1A, Risk Factors in our 2025 Form 10-K and Part II, Item 1A, Risk Factors in the Quarterly Report on Form 10-Q.

Information regarding our financial instruments that are sensitive to changes in interest rates and foreign currency exchange rates was disclosed under Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our 2025 Form 10-K. The information disclosed has not changed materially in the interim period since then.

Our management with the participation of the principal executive officer (president and chief executive officer) and principal financial officer (executive vice president and chief financial officer) has reviewed and evaluated our disclosure controls and procedures (as defined in the Exchange Act Rule 13a-15(e)) as of July 31, 2026. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of July 31, 2026 in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms and is accumulated and communicated to management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal control over financial reporting that occurred during the three months ended July 31, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Part II – OTHER INFORMATION

See our Contingencies Note to the condensed consolidated financial statements for a discussion of our contingencies and legal matters.

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 July 31, 2026:

(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 July 31, 2026, approximately $569,444 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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During the quarter ended July 31, 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.

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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.

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