Nordson NDSN · USD

Note 15 — Operating segments and geographic area dataWe 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.Effective November 1, 2024, the MCS division was transferred from the IPS segment to the ATS segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment. Our segment reporting reflects this change and prior year financial information was revised to be comparable.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.

Note 9 — Long-term debtA summary of long-term debt is as follows:20252024Notes Payable$— $18,285 Revolving credit agreement, due 2028135,000 240,000 Term loan, due 2026265,000 280,000 Senior notes, due 2025— 8,500 Senior notes, due 2025-202720,000 37,143 Senior notes, due 2025-2030130,000 190,000 5.600% Notes due 2028350,000 350,000 5.800% Notes due 2033500,000 500,000 4.500% Notes due 2029600,000 600,000 2,000,000 2,223,928 Less current maturities315,000 103,928 Less unamortized debt issuance costs13,167 16,359 Less bond discounts2,065 2,444 Plus impact of interest rate swaps11,486 — Long-term maturities$1,681,254 $2,101,197 Revolving credit agreement — In June 2023, we entered into a $1,150,000 unsecured multi-currency credit facility with a group of banks, which provides for a term loan facility in the aggregate principal amount of $300,000 (the "Term Loan Facility"), maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $850,000 (the "Revolving Facility"), maturing in June 2028 (the "Credit Agreement"). In June 2024, the Revolving Facility was amended to increase the aggregate principal amount to $922,500. The Company borrowed and has outstanding $265,000 on the Term Loan Facility and $135,000 on the Revolving Facility as of October 31, 2025. The Revolving Facility permits borrowing in U.S. dollars, Euros, Sterling, Swiss Francs, Singapore dollars, Yen, and each other currency approved by a Revolving Facility lender. The Credit Agreement provides that the applicable margin for (i) Risk-Free Rate ("RFR"), as defined in the Credit Agreement, and Eurodollar Loans will range from 0.85% to 1.20% and (ii) Base Rate Loans will range from 0.00% to 0.20%, in each case, based on the Company’s Leverage Ratio (as defined in the Credit Agreement and calculated on a consolidated net debt basis). Borrowings under the Credit Agreement bear interest at (i) either a base rate or a SOFR rate, with respect to borrowings in U.S. dollars, (ii) a eurocurrency rate, with respect to borrowings in Euros and Yen, or (iii) Daily Simple RFR, with respect to borrowings in Sterling, Swiss Francs or Singapore dollars, plus, in each case, an applicable margin (and, solely in the case of Singapore dollars, a spread adjustment). The applicable margin is based on the Company’s Leverage Ratio. The weighted-average interest rate at October 31, 2025 was 5.10%.

Note 8 — Income taxesIncome before income taxes and income tax expense (benefit) are comprised of the following:202520242023Income before income taxes:Domestic$430,297 $314,263 $269,934 Foreign167,351 271,218 345,405 Total income before income taxes$597,648 $585,481 $615,339 Current:U.S. federal$73,858 $65,085 $54,157 State and local9,501 2,017 285 Foreign42,426 69,652 89,520 Total current$125,785 $136,754 $143,962 Deferred:U.S. federal$(8,868)$(11,622)$(9,119)State and local(1,124)(1,387)(1,279)Foreign(2,619)(5,548)(5,718)Total deferred(12,611)(18,557)(16,116)$113,174 $118,197 $127,846 A reconciliation of the U.S. statutory federal rate to the worldwide consolidated effective tax rate follows: 202520242023Statutory federal income tax rate21.00 %21.00 %21.00 %Share-based and other compensation0.14 (0.02)(0.25)Foreign tax rate variances0.78 1.22 1.83 State and local taxes, net of federal income tax benefit1.11 0.08 (0.13)Foreign-Derived Intangible Income Deduction(2.49)(2.54)(2.24)Global Intangible Low-Taxed Income net of foreign tax credits— 0.40 0.71 Changes in federal valuation allowances(0.73)0.68 1.45 Changes in unrecognized tax benefits(0.25)0.05 (0.17)Other – net(0.62)(0.68)(1.42)Effective tax rate18.94 %20.19 %20.78 %Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in their operations. These undistributed earnings represent the post-income tax earnings under U.S. GAAP not adjusted for previously taxed income which aggregated approximately $1,508,911 and $1,433,106 at October 31, 2025 and 2024, respectively. Should these earnings be distributed, applicable foreign tax credits, distributions of previously taxed income and utilization of other attributes would substantially offset taxes due upon the distribution. It is not practical to estimate the amount of additional taxes that might be payable on these basis differences because of the multiple methods by which these differences could reverse and the impact of withholding, U.S. state and local taxes and currency translation considerations.At October 31, 2025 and 2024, total unrecognized tax benefits were $5,965 and $7,481, respectively. The amounts that, if recognized, would impact the effective tax rate were $5,005 and $6,670 at October 31, 2025 and 2024, respectively.

Note 14 — Stock-based compensationDuring the 2021 Annual Meeting of Shareholders, our shareholders approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the “2021 Plan”) as the successor to the Amended and Restated 2012 Stock Incentive and Award Plan (the "2012 Plan"). The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, cash awards and other stock or performance-based incentives. A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that were available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan. As of October 31, 2025, a total of 2,081 common shares were available to be granted under the 2021 Plan.Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in control. In the event of termination of employment due to early retirement or normal retirement at age 65, options granted within 12 months prior to termination are forfeited, and vesting continues post-retirement for all other unvested options granted. In the event of disability or death, all unvested stock options granted within 12 months prior to termination fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis.The following table summarizes activity related to stock options during 2025:Number ofOptionsWeighted˗AverageExercise PricePer ShareAggregateIntrinsicValueWeighted˗AverageRemainingTermOutstanding at October 31, 2024855 $167.26 Granted60 209.73 Exercised(93)107.74 Forfeited or expired(11)225.98 Outstanding at October 31, 2025811 176.40 $48,471 4.3 yearsExpected to vest142 231.36 1,226 7.9 yearsExercisable at October 31, 2025666 $164.53 $47,221 3.6 yearsAs of October 31, 2025, there was $5,217 of total unrecognized compensation cost related to unvested stock options.

Note 10 — LeasesWe review new contracts to determine if the contracts include a lease. To the extent a lease agreement includes an extension option that is reasonably certain to be exercised, we have recognized those amounts as part of the right-of-use assets and lease liabilities. We combine lease and non-lease components, such as common area maintenance, in the calculation of the lease assets and related liabilities. As most lease agreements do not provide an implicit rate, we use an incremental borrowing rate ("IBR") based on information available at the lease commencement date in determining the present value of lease payments and to help classify the lease as operating or financing. We calculate the IBR based on a bond yield curve which considers secured borrowing rates based on our credit rating and current economic environment, as well as other publicly available data.We lease certain manufacturing facilities, warehouse space, machinery and equipment, and vehicles. We often have options to renew lease terms for buildings and other assets. We evaluate renewal and termination options at the lease commencement date to determine if we are reasonably certain to exercise the option on the basis of economic factors. Leases with an initial term of 12 months or less (short-term leases) are not recorded on the Consolidated Balance Sheets. Lease expense for operating leases is recognized on a straight-line basis over the lease term, with variable lease payments recognized in the period those payments occur. Variable payments for leases primarily relate to future rates or amounts, miles, or other quantifiable usage factors which are not determinable at the time the lease agreement commences. Finance lease assets are recorded in Property, plant and equipment – net on the Consolidated Balance Sheets with related amortization recorded in depreciation expense on the Consolidated Statement of Cash Flows. As of October 31, 2025, we had no material leases that had yet to commence.

Note 3 — AcquisitionsBusiness 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 Consolidated Statements of Income.2024 AcquisitionOn August 21, 2024, the Company completed the acquisition of Atrion pursuant to the terms of the Agreement and Plan of Merger (the “Merger Agreement”), dated May 28, 2024, with Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”), and Atrion. Pursuant to the Merger Agreement, Merger Sub merged with and into Atrion (the “Merger”), with Atrion surviving the Merger as a wholly owned subsidiary of Nordson. Atrion is a leader in proprietary medical infusion fluid delivery and niche cardiovascular solutions and will operate within our Medical and Fluid Solutions segment. The all-cash acquisition of Atrion of $789,996, net of cash acquired, was funded using borrowings under our revolving credit facility and the 364-day term loan agreement with a group of banks for a delayed draw term loan facility in the aggregate principal amount of $500,000 (see Note 9 for additional details) and cash on hand. Based on the fair value of the assets acquired and the liabilities assumed, the purchase price allocation resulted in the recognition of $480,149 of goodwill and $129,600 of identifiable intangible assets. The identifiable intangible assets consist primarily of $40,100 of tradenames (amortized over 15 years), $24,900 of technology (amortized over 15 years), and $64,600 of customer relationships (amortized over 19 years). Goodwill associated with the acquisition was not tax deductible. As of October 31, 2025, the purchase price is final. The financial results of Atrion, from the acquisition date through October 31, 2024, were not material to our Consolidated Financial Statements. The table below summarizes the fair values of the assets acquired and liabilities assumed on the acquisition date, as well as adjustments made during the measurement period. The measurement period adjustments did not have an impact on the Consolidated Statements of Income.

Cybersecurity Risk Management and StrategyNordson Corporation manages cybersecurity risks by implementing processes for assessment, identification, and mitigation of cybersecurity threats. Nordson's cybersecurity program is designed to align with the National Institute of Standards and Technology ("NIST") Cybersecurity Framework, enabling us to develop policies regarding information access, asset protection and personal data security. However, this does not mean that we meet any particular technical standards, specifications or requirements, but rather that we use the NIST Cybersecurity Framework as a guide to help us identify, assess and manage cybersecurity risks and threats relevant to our business. We strive to protect our information assets through key cybersecurity measures, such as the implementation of multifactor authentication and advanced malware defenses, and we collaborate with internal stakeholders to establish layered cybersecurity defenses and restricted access based on business needs. We conduct regular continuous education sessions for our employees on cybersecurity awareness, including confidential information protection and simulated phishing attacks.We engage with experts to assist with regular third-party penetration testing to evaluate our program against industry standards. We also have standing engagements with incident response experts and external counsel to enhance our cybersecurity resilience. We frequently collaborate with cybersecurity experts to share insights on threats, best practices and emerging trends.Our cybersecurity risk management is a critical component of our comprehensive business continuity and enterprise risk management programs. Our information security team regularly collaborates with cross-functional subject matter experts and leaders to assess and enhance our cybersecurity risk posture and preparedness. Management employs the following defense mechanisms throughout the enterprise: employee training program to increase cybersecurity awareness, vulnerability management to identify and address potential weaknesses, multifactor authentication for secure access, tabletop exercises to simulate and prepare for potential incidents, and evaluation of third-party service providers, business partners and cloud suppliers, including through assessments of their cybersecurity practices prior to service utilization.

Note 17 — ContingenciesWe 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.