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What changed in Nordson Corporation's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Nordson Corporation's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+190 added−202 removedSource: 10-K (2025-12-17) vs 10-K (2024-12-18)

Top changes in Nordson Corporation's 2025 10-K

190 paragraphs added · 202 removed · 150 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

50 edited+7 added−7 removed39 unchanged
Biggest changeKey strategic markets include beverage containers and food cans, electric battery, appliances, automotive, building and construction, composites, electronics and medical. • Measurement and Control Solutions – In-line measurement sensors, gauges and analyzers using near-infrared, laser, X-ray, optical and nucleonic technologies, as well as proprietary algorithms and software. These precision applications ensure quality and reliability within the customers’ manufacturing processes.
Biggest changeProducts also include precision measurement and control technologies that ensure quality and reliability through in-line measurement sensors, gauges, and analyzers that use near-infrared, laser, X-ray, optical, and nucleonic technologies, as well as proprietary algorithms and software.
We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as global service and technical support. Working with customers to understand their processes and developing the application solutions that help them meet their production requirements also contributes to our leadership position.
We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as global service and technical support. Working with customers to understand their processes and developing application solutions that help them meet their production requirements also contributes to our leadership position.
The Salaried Pension Plan is designed to work together with social security benefits to provide employees with up to 30 years of service retirement income replacement that is approximately 55% of eligible compensation, subject to the Internal Revenue Code maximum monthly benefit. Participants fully vest in the Salaried Pension Plan after five years of service.
The Salaried Pension Plan is designed to work together with social security benefits to provide employees with up to 30 years of service retirement income replacement that is approximately 55 percent of eligible compensation, subject to the Internal Revenue Code maximum monthly benefit. Participants fully vest in the Salaried Pension Plan after five years of service.
We market our products globally, primarily through a direct sales force, and also through qualified distributors and sales representatives. We have built a worldwide reputation for creativity and expertise in the design and engineering of high-technology application equipment that meets the specific needs of our customers.
We market our products globally, primarily through a direct sales force and qualified distributors and sales representatives. We have built a worldwide reputation for creativity and expertise in the design and engineering of high-technology application equipment that meets the specific needs of our customers.
These three pillars are built upon the foundation of what makes Nordson special: our culture and our values. The NBS Next growth framework, the heart of the Ascend strategy, uses data-based segmentation to identify our greatest opportunities for profitable growth and ensure we are investing our resources in those areas.
These three pillars are built upon the foundation of what makes Nordson special: our culture and our values. The NBS Next growth framework is at the heart of the Ascend strategy and uses data-based segmentation to identify our greatest opportunities for profitable growth and ensure we are investing our resources in those areas.
We believe that policies, practices and procedures have been properly designed to prevent unreasonable risk of material regulation or compliance obligations arising from our operations. Compliance with federal, state, local and foreign regulation and laws during 2024 had no material effect on our capital expenditures, earnings or competitive position.
We believe that policies, practices, and procedures have been properly designed to prevent unreasonable risk of material regulation or compliance obligations arising from our operations. Compliance with federal, state, local, and foreign regulation and laws during 2025 had no material effect on our capital expenditures, earnings or competitive position.
We create value for our customers by developing solutions that increase uptime, enable faster line speeds and reduce consumption of materials. We serve a broad customer base, both in terms of industries and geographic regions. In 2024, no single customer accounted for ten percent or more of our sales.
We create value for our customers by developing solutions that increase uptime, enable faster line speeds, and reduce consumption of materials. We serve a broad customer base, both in terms of industries and geographic regions. In 2025, no single customer accounted for ten percent or more of our sales.
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. Consistent with this global strategy, approximately 67 percent of our revenues were generated outside the United States in 2024.
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. Consistent with this global strategy, approximately 67 percent of our revenues were generated outside the United States in 2025.
This segment primarily serves the consumer durables, non-durables, agriculture and industrial markets. • Industrial Coatings – Automated and manual dispensing products and systems for cold materials, container coating, liquid finishing and powder coating, as well as ultraviolet equipment used primarily in curing and drying operations.
This segment primarily serves consumer durables, non-durables, industrial, agriculture, and automotive markets. • Industrial Coatings – Automated and manual dispensing products and systems for cold materials, container coating, liquid finishing and powder coating, as well as ultraviolet equipment used primarily in curing and drying operations.
Our precision technology can be found in manufacturing facilities around the world producing a wide range of goods for consumer durable, consumer non-durable, medical and technology end markets. Equipment ranges from single-use components to manual, stand-alone units for low-volume operations to microprocessor-based automated systems for high-speed, high-volume production lines.
Our precision technology can be found in manufacturing facilities around the world, producing a wide range of goods for medical, electronics, consumer non-durable, industrial and other end markets. Equipment ranges from single-use components to manual, stand-alone units for low-volume operations to microprocessor-based automated systems for high-speed, high-volume production lines.
In addition, non-union employees hired prior to July 1, 2021 are eligible to participate in a Company-sponsored tax-qualified pension plan for U.S.-based employees (the “Salaried Pension Plan”).
In addition, employees hired prior to July 1, 2021, are eligible to participate in a Company-sponsored tax-qualified pension plan for U.S.-based employees (the “Salaried Pension Plan”).
Nordson Corporation 9 Table of Contents Available Information Our annual report, quarterly reports and current reports (Form "8-K") and amendments to those reports filed or furnished with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at https://investors.nordson.com as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC.
Available Information Our annual report, quarterly reports and current reports (Form "8-K") and amendments to those reports filed or furnished with the Securities and Exchange Commission ("SEC") pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge at https://investors.nordson.com as soon as reasonably practical after such material is electronically filed with, or furnished to, the SEC.
Talent Our key talent philosophy is to develop talent from within and supplement with external hires. This approach has yielded a deep understanding among our employee base of our business, products and customers, while adding new employees and ideas in support of our continuous improvement mindset.
Talent Our Winning Team philosophy is to develop talent from within and supplement with external hires. This approach has yielded a deep understanding among our employee base of our business, products and customers, while adding new employees and ideas in support of our continuous improvement mindset.
This segment predominantly serves customers in the electronics end markets. • Electronics Systems – Automated dispensing systems for high-speed, accurate application of a broad range of attachment, protection and coating fluids, and related gas plasma treatment systems for cleaning and conditioning surfaces prior to dispense.
This segment predominantly serves customers in the semiconductor and electronics end markets. • Electronics Dispense Systems – Automated dispensing systems for high-speed, precise application of a broad range of attachment, protection, and coating fluids, and related gas plasma treatment systems for cleaning and conditioning surfaces prior to dispense.
Using data in a consistent and disciplined way, leaders across the Company are defining their strategic business priorities. We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies and leveraging existing technology into new applications.
By using data in a consistent and disciplined way, leaders across the Company are empowered to define their strategic business priorities. We drive organic growth by continually introducing new products and technology, providing high levels of customer service and support, capturing rapidly expanding opportunities in emerging geographies and leveraging existing technology into new applications.
Our business is affected by a range of macroeconomic conditions, including industry capacity changes, global competition and economic conditions in the U.S. and abroad, as well as fluctuations in currency exchange rates. Our equipment is sold in competition with a wide variety of alternative bonding, sealing, finishing, coating, processing, testing, inspecting and fluid control techniques.
Our business is affected by a range of macroeconomic conditions, including industry capacity changes, global competition and economic conditions in the United States and abroad, as well as fluctuations in currency exchange rates. Our equipment is sold in competition with a wide variety of alternative bonding, sealing, finishing, coating, processing, testing, inspecting and fluid control techniques.
As of October 31, 2024, we had approximately 8,000 employees worldwide. Our principal manufacturing facilities are located in the United States, the People’s Republic of China, Germany, Ireland, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
As of October 31, 2025, we had approximately 8,000 employees worldwide. Our principal manufacturing facilities are located in the United States, the People’s Republic of China, Bulgaria, Germany, Ireland, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
We also maintain a supplemental retirement benefit restoration plan (“Excess Defined Benefit Pension Plan”), which is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible officers hired prior to July 1, 2021, as a replacement for retirement benefits limited by regulations under the Internal Revenue Code.
We also maintain a supplemental retirement benefit restoration plan, which is an unfunded, non-qualified plan that is designed to provide retirement benefits to U.S.-based eligible officers hired prior to July 1, 2021, as a replacement for retirement benefits limited by regulations under the Internal Revenue Code.
These programs not only include base wages and incentives in support of our pay for performance culture, but also health, welfare and retirement benefits. We focus many programs on employee wellness and have implemented solutions including mental health support access, telemedicine and healthy weight loss programs.
These programs not only include base wages and incentives in support of our pay for performance culture, but also health, welfare and retirement benefits. We focus many programs on employee wellbeing and have implemented solutions including mental health support and training, telemedicine, and healthy weight loss programs.
In the U.S., we match contributions to a tax-qualified defined contribution retirement savings plan (the “Savings Plan”) for all eligible employees, in an amount equal to 50 cents for every dollar contributed by the employee until the employee contributions reach 6% of her or his base compensation.
In the United States, we match contributions to a tax-qualified defined contribution retirement savings plan (the “Savings Plan”) for all eligible employees, in an amount equal to 50 cents for every dollar contributed by the employee until the employee contributions reach 6 percent of her or his base compensation.
Potential uses for our equipment include any production processes that require preparation, modification or curing of surfaces; dispensing, application, processing or control of fluids and materials; or testing and inspecting for quality. Nordson Corporation 7 Table of Contents Many factors influence our competitive position, including pricing, product quality and service.
Potential uses for our equipment include any production processes that require preparation, modification or curing of surfaces; dispensing, application, processing or control of fluids and materials; or testing and inspecting for quality. Many factors influence our competitive position, including pricing, product quality, and service.
We have principal manufacturing operations and Nordson Corporation 6 Table of Contents sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Michigan, Minnesota, Pennsylvania, Rhode Island, Tennessee, Florida, Texas, Alabama and Wisconsin; as well as in the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
We have principal manufacturing operations and sources of supply in the United States in Ohio, Georgia, California, Colorado, Connecticut, Illinois, Michigan, Minnesota, Pennsylvania, Rhode Island, Tennessee, Florida, Texas, Alabama and Wisconsin; as well as in the People’s Republic of China, Bulgaria, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
Company contributions, both the match and enhanced contribution, have a three-year graded vesting schedule and vest at 33 1/3% each year until fully vested after three years of employment. We also maintain a non-qualified, unfunded and unsecured deferred compensation plan for the benefit of eligible management.
Nordson Corporation 8 Table of Contents Company contributions, both the match and enhanced contribution, have a three-year graded vesting schedule and vest at 33 1/3 percent each year until fully vested after three years of employment. We also maintain a non-qualified, unfunded, and unsecured deferred compensation plan for the benefit of eligible management.
All eligible union employees hired prior to November 1, 2004 participate in a Company-sponsored tax-qualified pension plan for U.S.-based employees (the “Hourly Pension Plan”). The Hourly Pension Plan provides a multiplier for each year of service to supplement employees’ retirement income.
Retired and former union employees hired prior to November 1, 2004, participate in a Company-sponsored tax-qualified pension plan for U.S.-based employees (the “Hourly Pension Plan”). The Hourly Pension Plan provides a multiplier for each year of service to supplement employees’ retirement income.
Nordson Corporation 8 Table of Contents Human Capital Resources Employee Profile As of October 31, 2024, we had approximately 8,000 employees. Total Rewards As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent.
Human Capital Resources Employee Profile As of October 31, 2025, we had approximately 8,000 employees. Total Rewards As part of our compensation philosophy, we believe that we must offer and maintain market competitive total rewards programs for our employees in order to attract and retain superior talent.
Key strategic markets include the breadth of the electronics industry manufacturing supply chain that produces semiconductor, printed circuit board assemblies and electronic components. • Test and Inspection – Bond testing and automated optical, acoustic microscopy and x-ray inspection systems used in the semiconductor and printed circuit board industries.
Key strategic markets include the breadth of the electronics industry manufacturing supply chain that produces semiconductors, printed circuit board assemblies, and electronic components. • Test and Inspection – Destructive and non-destructive testing technologies, such as bond testers and automated optical, acoustic microscopy and x-ray inspection systems used in the semiconductor and printed circuit board industries.
For additional information about the risks associated with these laws and regulations, see Part I, Item 1A, "Risk Factors." We transact with customers and suppliers in numerous geographies around the world and are required to comply with U.S. and non-U.S. import, export and sanctions laws (collectively “Trade Laws”).
For additional information about the risks associated with these laws and regulations, see Item 1A, "Risk Factors." Nordson Corporation 7 Table of Contents We transact with customers and suppliers in numerous geographies around the world and are required to comply with U.S. and non-U.S. import, export, and sanctions laws (collectively, “Trade Laws”).
Key strategic markets include packaging for food and beverage, pharmaceutical and other consumer goods. • Polymer Processing – Components and systems used in the thermoplastic and biopolymer melt stream in extrusion, injection molding, compounding, polymerization and recycling processes. Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods.
Key strategic markets include packaging for food and beverage, pharmaceutical and other consumer goods. • Polymer Processing – Components and systems used in the thermoplastic and biopolymer melt stream in extrusion, injection molding, compounding, polymerization and recycling processes.
Intellectual Property We rely on a combination of intellectual property rights, including patents, trademarks, copyrights, trade secrets and contractual provisions to protect our intellectual property. Our worldwide intellectual property portfolio is strengthened through innovation and brand recognition, and our comprehensive approach for protection and enforcement.
We continue to see moderate rate increases on parcel and domestic trucking activity. Intellectual Property We rely on a combination of intellectual property rights, including patents, trademarks, copyrights, trade secrets, and contractual provisions to protect our intellectual property. Our worldwide intellectual property portfolio is strengthened through innovation and brand recognition, and our comprehensive approach for protection and enforcement.
The following is a summary of the product lines and markets served by our operating segments: Industrial Precision Solutions This segment delivers proprietary dispensing and material processing technology, as well as measurement, inspection and control solutions to diverse end markets. Product line specific solutions reduce material consumption, increase line efficiency and enhance product quality and appearance.
The following is a summary of the product lines and markets served by our operating segments: Industrial Precision Solutions This segment delivers proprietary dispensing and material processing technology to diverse end markets. Product line specific solutions enhance product quality and appearance, while increasing line efficiency and reducing material consumption.
In recent years, we have extended our reach internationally through our 2:1 employee Matching Gifts, as well as community giving programs in ten international locations. Since 1989, we have donated more than $173 million to communities where we live and work. In addition, our employees volunteered more than 113,000 hours through our Time ‘N Talent and Dollars for Doers programs.
In recent years, we have extended our reach internationally through our 2:1 employee Matching Gifts, as well as community giving programs in ten international locations. Since 1989, we have donated more than $183 million to the communities where we live and work. In addition, our employees volunteered more than 117,000 hours through our volunteer programs.
Products are used within critical medical and industrial production processes and for applying and controlling the flow of adhesives, sealants and lubricants. Key strategic markets include electronics, industrial, medical and animal health.
Products are used within critical medical and industrial production processes and for applying and controlling the flow of adhesives, sealants, and lubricants.
Most significant raw materials that we use are available through multiple sources. We purchase most raw materials and other components on the open market and rely on third parties to provide certain finished goods.
We purchase most raw materials and other components on the open market and rely on third parties to provide certain finished goods.
We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, service, financial stability and price. We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve service and manage compliance requirements and the cost effectiveness of our products may result in a reduction in the number of our suppliers.
We currently source raw materials and components from a number of suppliers, but our ongoing efforts to improve service and manage compliance requirements and the cost effectiveness of our products may result in a reduction in the number of our suppliers.
We enhanced our risk mitigation and sourcing efforts as a result of the COVID-19 pandemic and geopolitical tensions. Logistics flows have improved, and global forwarding rates have returned closer to pre-pandemic levels, except for Asia-origin shipments, which continue to be more volatile. We continue to see moderate rate increases on parcel and domestic trucking activity.
We continue to see a stabilization of the global supply chain, improved lead times, and lower inflation risk. We enhanced our risk mitigation and sourcing efforts, because of the COVID-19 pandemic and geopolitical tensions. Logistics flows have improved, and global forwarding rates have returned closer to pre-pandemic levels, except for Asia-origin shipments, which continue to be more volatile.
Development plans also intersect with our mission, particularly as we strive to be responsible to our communities. One of our core values—Respect for People—reflects the behavior we strive to include in every aspect of the way we conduct business.
Development plans also intersect with our mission, particularly as we strive to be responsible to our communities. One of our core values—Respect for People—reflects the behavior we strive to include in every aspect of the way we conduct business. Our approach encompasses inclusive awareness and skill-building. This connection is an innate part of Nordson's culture.
Principal materials used to make our products are metals and plastics, typically in sheets, bar stock, castings, forgings, tubing and pellets. We also purchase many electrical and electronic components, fabricated metal parts, high-pressure fluid hoses, packings, seals and other items integral to our products. Suppliers are competitively selected based on cost, quality and service.
Principal materials include sheet metal, fabricated metal parts, bar stock, castings, forgings, tubing, plastic parts and pellets. We also purchase many electrical and electronic components, high-pressure fluid hoses, packings, seals, and other items integral to our products. Suppliers are competitively selected based on cost, quality and service. Most significant raw materials that we use are available through multiple sources.
In addition, non-union new hires and re-hires as of July 1, 2021 are eligible for an additional enhanced 401(k) contribution of 3% eligible earnings. All contributions by employees into the Savings Plan are fully vested immediately.
In addition, new hires and re-hires as of July 1, 2021, are eligible for an additional enhanced 401(k) contribution of 3 percent eligible earnings. All employee contributions vest immediately.
Technologies are used for processing polymers, inspection and measurement of food, tubing and films and dispensing adhesives, coatings, sealants and other materials.
Technologies are used for dispensing adhesives, coatings, sealants, liquids, and other materials, as well as processing of polymers.
Senior operating management supervises an extensive quality control program for our equipment, machinery and systems, and manufacturing processes. Natural gas, electricity and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if needed. We continue to see a stabilization of the global supply chain, improved lead times and lower inflation risk.
Nordson Corporation 6 Table of Contents Senior operating management supervises an extensive quality control program for our equipment, machinery and systems, and manufacturing processes. Natural gas, electricity, and other fuels are our primary energy sources. However, standby capacity for alternative sources is available if needed.
Strategic and operating plans are developed by all divisions, resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives. We are an equal opportunity employer. At Nordson, we have a long and proud history of investing in the communities where we live and work.
We recognize the value of employee participation in the planning process. Strategic and operating plans are developed by all divisions, resulting in a sense of ownership and commitment on the part of employees in accomplishing our objectives. We are an equal opportunity employer.
Nordson Corporation 5 Table of Contents • Precision Agriculture – Precision agriculture spraying solutions, including fluid components, such as nozzles, pumps and filters; smart components that measure and control the flow, quantity and location of dispensed fluid; and control systems that provide a greater variety of input and functionality to the customer.
Key strategic markets include flexible packaging, electronics, medical, building and construction, transportation and aerospace, and general consumer goods. • Precision Agriculture – Precision agriculture spraying solutions, including fluid components, such as nozzles, pumps and filters; smart components that measure and control the flow, quantity and location of dispensed fluid; and control systems that provide a greater variety of input and functionality to the customer.
Additional growth comes through the acquisition of companies that have differentiated precision technology-based product portfolios, serve attractive high-growth end-markets applications and have a customer-centric business model.
Additional growth comes through the acquisition of companies that have differentiated precision technology-based product portfolios, serve attractive high-growth end-markets applications and have a customer-centric business model. The primary goals of our acquisition strategy are to complement our current capabilities, diversify our business into attractive end markets and expand the scope of the precision solutions we can offer to our customers.
The result is a highly qualified and Nordson Corporation 4 Table of Contents professional global team capable of meeting corporate objectives. For more information, see "Human Capital Resources" below. We recognize the value of employee participation in the planning process.
This goal is met through the Human Resources department’s facilitation of employee training, leadership training and the creation of on-the-job growth opportunities. The result is a highly qualified and Nordson Corporation 4 Table of Contents professional global team capable of meeting corporate objectives. For more information, see "Human Capital Resources" below.
Key strategic markets include consumer non-durable, film extrusion and converting, cable and tubing and energy storage. • Nonwovens – Dispensing, coating and laminating systems for applying adhesives, lotions, liquids and fibers to disposable products and continuous roll goods.
Key strategic markets include beverage containers and food cans, electric batteries, appliances, automotive, building and construction, composites, electronics and medical. • Nonwovens – Dispensing, coating, and laminating systems for applying adhesives, lotions, liquids, and fibers to disposable products and continuous roll goods.
Key strategic markets include mobile phones, tablets, personal computers, wearable technology, liquid crystal displays, micro hard drives, microprocessors, printed circuit boards, flexible circuits, micro mechanical systems and semiconductor packaging. Manufacturing, Raw Materials and Other Resources Our production operations include machining, molding and assembly. We manufacture specially designed parts and assemble components into finished equipment.
Key strategic end markets for test, inspection and measurement solutions include semiconductor packaging, printed circuit boards, flexible circuits, consumer electronics, as well as consumer non-durable, film extrusion and converting, cable and tubing and energy storage. Manufacturing, Raw Materials and Other Resources Our production operations include machining, molding and assembly. We manufacture specially designed parts and assemble components into finished equipment.
We regularly reflect on our progress and explore opportunities to improve our inclusion and diversity programs, including at the executive leadership and Board levels.
To supplement this, Nordson’s employee resource groups strengthen our commitment to fostering an inclusive workplace. Participation in these groups is open to all employees. We regularly reflect on our progress and explore opportunities to improve our inclusion strategies, including at the executive leadership and Board levels.
Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation. This goal is met through the Human Resources department’s facilitation of employee training, leadership training and the creation of on-the-job growth opportunities.
Providing genuine customer satisfaction is our priority, and it is the foundation upon which we continue to build our business. Complementing our business strategy is the objective to provide opportunities for employee self-fulfillment, growth, security, recognition and equitable compensation.
Attracting and retaining the best talent relies on our ability to provide a diverse and inclusive workplace, personal and professional growth opportunities, and a rewarding employee experience. We strive to uphold a culture of shared knowledge, appreciation and success. We believe that our average tenure across the globe reflects our positive workplace culture and the strong engagement of our employees.
We are proud that this is how our employees describe their Nordson experience, and we will strive to uphold that culture. We believe that our average tenure across the globe reflects our positive workplace culture and the strong engagement of our employees.
Medical and Fluid Solutions This segment includes components and device solutions for medical, life science, high-tech industrial and other diverse end markets. • Medical – Components and devices for minimally invasive interventional surgical procedures, including cannulas, catheters and medical balloons.
Nordson Corporation 5 Table of Contents Medical and Fluid Solutions This segment includes components and device solutions for medical, life science, high-tech industrial, and other diverse end markets. • Engineered Fluid Solutions – Precision manual and semi-automated dispensers and highly engineered single-use plastic molded syringes, cartridges, tips and fluid connection components.
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The primary goals of our acquisition strategy are to complement our current capabilities, diversify our business into new industry sectors with new customers and expand the scope of the solutions we can offer to our customers. We strive to provide genuine customer satisfaction – it is the foundation upon which we continue to build our business.
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At Nordson, making an impact in the communities where we live and work has remained core to who we are. Through the Nordson Corporation Foundation, we invest in selected community organizations where we have larger facilities.
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We are committed to contributing up to five percent of domestic pretax earnings to education, human welfare services and other charitable activities, particularly in communities where we have significant operations. Through the Nordson Corporation Foundation, we give back by providing grants to nonprofits in communities where we have facilities employing approximately 100 people.
Added
Key strategic markets include electronics, industrial, medical, and animal health. • Medical Interventional Solutions – Interventional solutions for minimally invasive interventional surgical procedures, including engineered shafts and interventional delivery systems, medical tubing, balloons, balloon inflators, nitinol devices, cardiovascular cannula and biomaterial delivery.
Removed
Products also include proprietary single-use plastic components in medical applications, including biopharmaceutical, patient care/surgical and diagnostic systems. • Fluid Management – Precision manual and semi-automated dispensers and highly engineered single-use plastic molded syringes, cartridges, tips and fluid connection components.
Added
Key strategic markets include cardiovascular, structural heart, neurovascular and gastroenterology. • Medical Fluid Components – Proprietary single-use plastic components in medical applications, including drug delivery and needle-free infusion valves, single-use fluid transfer components, and other related components.
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Atrion Acquisition On August 21, 2024, Nordson acquired Atrion Corporation, a Delaware corporation (“Atrion”), pursuant to the Agreement and Plan of Merger (the “Merger Agreement”), dated as of May 28, 2024, among Nordson, Alpha Medical Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Nordson (“Merger Sub”) and Atrion.
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Key strategic end markets include drug infusion, IV & drug delivery, patient care, surgical and biopharma. • Surgical Solutions – Microplegia myocardial protection devices and related consumables used in cardiac surgical procedures.
Removed
Headquartered in Allen, Texas, Atrion is a manufacturer of proprietary medical products and generated approximately $169 million in annual revenue in 2023. Established in 1944, Atrion supports customers globally through three FDA registered U.S. Food and Drug Administration manufacturing facilities located in the United States. Atrion’s portfolio is included in the Company's Medical and Fluid Solutions segment.
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We monitor and investigate alternative suppliers and materials based on numerous attributes including quality, service, financial stability, Nordson manufacturing location, and price.
Removed
It consists of three key businesses that we believe will significantly expand Nordson’s addressable market in infusion and cardiovascular therapies: • Halkey Roberts is a leader in infusion fluid delivery solutions, including single-use original equipment manufacturer ("OEM") medical components such as swabable needle free and pressure relief valves. • Atrion Medical is a leading provider of OEM interventional inflation devices for balloon catheterization, stent deployment and fluid delivery in structural heart, ears, nose and throat and gastrointestinal procedures. • Quest Medical’s highly differentiated myocardial protection devices and single-use consumables deliver real-time precise drug administration during cardiovascular surgery.
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As of November 1, 2025, the Hourly Pension Plan merged into the Salaried Pension Plan and the Salaried Pension Plan was renamed the Nordson Pension Plan.
Removed
Our approach encompasses inclusion awareness and skill-building, intentionality with respect to diversity in our hiring and selection process and performance management and succession planning that recognizes the importance of diversity. Nordson’s employee resource groups strengthen our commitment to fostering an inclusive, diverse workplace where everyone feels like they belong. Participation in these groups is open to all employees.
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Attracting and retaining the best talent relies on our ability to provide an inclusive workplace, personal and professional growth opportunities, and an engaging employee experience. Demonstrating our commitment to our employees, we conducted global focus groups and an in-depth review to capture what makes life at Nordson unique. The key themes that emerged were: entrepreneurial spirit, opportunity, connection and impact.

Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

43 edited+10 added−3 removed94 unchanged
Biggest changeWe make statements about our ESG goals and initiatives through information provided on our website, press statements and other communications, including through our ESG Report. Responding to these ESG considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control.
Biggest changeResponding to these environmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control. In addition, some stakeholders may disagree with our goals and initiatives, and the focus of stakeholders may change and evolve over time.
It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices.
It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices.
Such risks include, but are not limited to, the following: • risks of political or economic instability; • unanticipated or unfavorable circumstances arising from host country laws or regulations; • threats of war, terrorism or governmental instability, including the conflicts in Europe and the Middle East; • changes in tax rates, adoption of new tax laws or other additional tax policies, and other proposals to reform United States and foreign tax laws that impact how United States multinational corporations are taxed on foreign earnings; • restrictions on the transfer of funds into or out of a country; • potential negative consequences from changes to taxation policies; • the disruption of operations from labor and political disturbances; • the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies and relations arising from policy initiatives implemented by the U.S. presidential administration; and • exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country.
Such risks include, but are not limited to, the following: • risks of political or economic instability; • unanticipated or unfavorable circumstances arising from host country laws or regulations; • threats of war, terrorism or governmental instability, including the conflicts in Europe and the Middle East; • changes in tax rates, adoption of new tax laws or other additional tax policies, and other proposals to reform United States and foreign tax laws that impact how United States multinational corporations are taxed on foreign earnings; • restrictions on the transfer of funds into or out of a country; • potential negative consequences from changes to taxation policies; • the disruption of operations from labor and political disturbances; • the imposition of tariffs (or increases thereto), import or export licensing requirements and other potential changes in trade policies and relations arising from policy initiatives implemented by the U.S. presidential administration; and • exchange controls or other trade restrictions including transfer pricing restrictions when products produced in one country are sold to an affiliated entity in another country.
The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers' allocation to other purchasers, interruptions in production by suppliers and changes in exchange rates and prevailing price levels, including as a result of inflation or the imposition of tariffs, import or export licensing requirements and other potential changes in trade policies.
The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers' allocation to other purchasers, interruptions in production by suppliers and changes in exchange rates and prevailing price levels, including as a result of inflation or the imposition or increase in tariffs, import or export licensing requirements and other potential changes in trade policies.
A general sustained slowdown in the global economy or in a particular region or industry or an increase in trade tensions with U.S. trading partners could negatively impact our business, financial condition or liquidity. Our largest markets include consumer non-durable, industrial, medical, electronics, consumer durable and automotive.
A general sustained slowdown in the global economy or in a particular region or industry or an increase in or continued trade tensions with U.S. trading partners could negatively impact our business, financial condition or liquidity. Our largest markets include consumer non-durable, industrial, medical, electronics, consumer durable and automotive.
We could also incur significant costs, including, but not limited to, remediation costs, natural resources damages, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities, associated with environmental laws. Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results and total capitalization.
We could also incur significant costs, including, but not limited to, remediation costs, natural resource damages, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities, associated with environmental laws. Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results and total capitalization.
The incoming U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current or future administration may take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be ultimately imposed in the future.
The current U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current administration may continue to take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be ultimately imposed in the future.
Failure to retain our leadership team and workforce and to attract and retain other important management and technical personnel could place a constraint on our global growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.
Failure to retain our leadership team and workforce and to attract and retain other important management and technical personnel could constrain on our global growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.
The limits imposed on us by the restrictive covenants contained in the agreement governing our debt could prevent us from making acquisitions or cause us to lose access to these facilities.
The limits imposed on us by the restrictive covenants contained in the agreements governing our debt could prevent us from making acquisitions or cause us to lose access to these facilities.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESG laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.
Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international environmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.
Expectations relating to environmental, social and governance ("ESG") considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on ESG considerations relating to businesses, including climate change and greenhouse gas emissions, human capital and diversity, equity and inclusion.
Expectations relating to environmental, social and governance considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business. Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on environmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions and human capital.
Any significant change in the value of the currencies of the countries in which we do business against the United States dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our business, financial condition and results of operations.
Any significant change in the value of the currencies of the countries in which we do business against the U.S. dollar could affect our ability to sell products competitively and control our cost structure, which could have a material adverse effect on our business, financial condition and results of operations.
Our success will continue to depend to a significant extent on the continued service of our executive management team and the ability to recruit, hire and retain other key management personnel, including factory production workers and other staff, to support our growth and operational initiatives and replace those who retire or resign.
Our success will continue to significantly depend on the continued service of our executive management team and the ability to recruit, hire and retain other key management personnel, including factory production workers and other staff, to support our growth and operational initiatives and replace those who retire or resign.
The interpretation and application of data protection laws and other regulations, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personal information in the U.S., Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving.
The interpretation and application of data protection laws and other regulations, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personal information in the United States, Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving.
The interpretation and application of data protection laws, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personally identifiable data in the U.S., Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving.
The interpretation and application of data protection laws, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personally identifiable data in the United States, Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving.
The U.S. federal government may adopt changes to international trade agreements, tariffs, taxes and other government rules and regulations. While we cannot predict what changes will actually occur with respect to any of these items, such changes could affect our business and results of operations.
The U.S. federal government may adopt changes to international trade agreements, tariffs, taxes and other government rules and regulations. While we Nordson Corporation 15 Table of Contents cannot predict what changes will actually occur with respect to any of these items, such changes could affect our business and results of operations.
Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully. Our recent historical growth has depended, and our future growth is likely to continue to depend, in part on our acquisition strategy and the successful integration of acquired businesses into our existing operations.
Nordson Corporation 14 Table of Contents Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully. Our recent historical growth has depended, and our future growth is likely to continue to depend, in part on our acquisition strategy and the successful integration of acquired businesses into our existing operations.
As a result, currency fluctuations between the United States dollar and the currencies in which we do business have caused and may continue to cause foreign currency transaction and translation movements, which historically have been material and could continue to be material.
As a result, currency fluctuations between the U.S. dollar and the currencies in which we do business have caused and may continue to cause foreign currency transaction and translation movements, which historically have been material and could continue to be material.
We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where applicable, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations.
Nordson Corporation 10 Table of Contents We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where applicable, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations.
Exchange controls may limit our ability to convert foreign currencies into United States dollars or to remit dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing controls.
Exchange controls may limit our ability to convert foreign currencies into U.S. dollars or to remit dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing controls.
The Company may be subject to risks relating to organizational changes. We regularly execute organizational changes such as acquisitions, divestitures and realignments to support our growth and cost management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to reduce costs.
Nordson Corporation 11 Table of Contents The Company may be subject to risks relating to organizational changes. We regularly execute organizational changes such as acquisitions, divestitures and realignments, to support our growth and cost management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to reduce costs.
Nordson Corporation 15 Table of Contents We may be exposed to liabilities under the Foreign Corrupt Practices Act ("FCPA"), which could have a material adverse effect on our business, reputation, financial condition or results of operations.
We may be exposed to liabilities under the Foreign Corrupt Practices Act ("FCPA"), which could have a material adverse effect on our business, reputation, financial condition or results of operations.
The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target. Accordingly, we may be unable to anticipate Nordson Corporation 12 Table of Contents these techniques or implement adequate preventative measures.
The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target. Accordingly, we may be unable to anticipate these techniques or implement adequate preventative measures.
Our international operations also depend upon favorable trade relations between the U.S. and those foreign countries in which our customers, subcontractors and materials suppliers have operations.
Our international operations also depend upon favorable trade relations between the United States and those foreign countries in which our customers, subcontractors and materials suppliers have operations.
For additional detail related to this risk, see Part II, Item 7A, Quantitative and Qualitative Disclosure About Market Risk. A significant portion of our consolidated revenues in 2024 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred.
For additional details related to this risk, see Item 7A, "Quantitative and Qualitative Disclosure About Market Risk." A significant portion of our consolidated revenues in 2025 were generated in currencies other than the U.S. dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred.
We rely on a combination of patents, trademark, Nordson Corporation 13 Table of Contents copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights.
We rely on a combination of patents, trademarks, copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights.
You should consider these risk factors in connection with evaluating the forward-looking statements contained in this annual report because these factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements. You should not interpret the disclosure of any risk factor to imply that the risk factor has not already materialized.
You should consider these risk factors in connection with evaluating the forward-looking statements contained in this annual report because these factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements.
In addition, we cannot assure that any acquisition, including the recent acquisitions of Atrion, the ARAG Group ("ARAG") and CyberOptics Corporation ("CyberOptics"), once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.
In addition, we cannot assure that any acquisition, once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow.
A protectionist trade environment in either the U.S. or those foreign countries in which we do business, such as a change in the current tariff structures, export compliance or other Nordson Corporation 11 Table of Contents trade policies, may materially and adversely affect our ability to sell our products in foreign markets.
A protectionist trade environment in either the United States or those foreign countries in which we do business, such as changes in the tariff structures, export compliance or other trade policies, may materially and adversely affect our ability to sell our products in foreign markets.
For example, the impact of conflicts in Europe and the Middle East, changes in monetary policies and the effects of the departure of the United Kingdom from the European Union ("Brexit") have caused increased volatility in global currency exchange rates that have resulted in the strengthening of the United States dollar against the foreign currencies in which we conduct business.
For example, the impact of conflicts in Europe and the Middle East, changes in monetary policies and the effects of the departure of the United Kingdom from the European Union ("Brexit") have caused increased volatility in global currency exchange rates.
For additional detail related to this risk, see Part II, Item 7A, Quantitative and Qualitative Disclosures About Market Risk. General Risk Factors The insurance that we maintain may not fully cover all potential exposures.
Any period of interest rate increases may adversely affect our profitability. For additional detail related to this risk, see Item 7A, "Quantitative and Qualitative Disclosures About Market Risk." General Risk Factors The insurance that we maintain may not fully cover all potential exposures.
The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology.
We regard much of the technology underlying our products and the trademarks under which we market our products as proprietary. The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology.
We expect that international operations and United States export sales will continue to be important to our business for the foreseeable future. Both sales from international operations and export sales are subject to varying degrees of risks inherent in doing business outside the United States.
Both sales from international operations and export sales are subject to varying degrees of risks inherent in doing business outside the United States.
If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on our business, financial condition and results of operations. We regard much of the technology underlying our products and the trademarks under which we market our products as proprietary.
Nordson Corporation 13 Table of Contents If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on our business, financial condition and results of operations.
For example, in August 2024, we completed our acquisition of Atrion. We intend to continue to seek additional acquisition opportunities both to expand into new Nordson Corporation 14 Table of Contents markets and to enhance our position in existing markets throughout the world.
We intend to continue to seek additional acquisition opportunities both to expand into new markets and to enhance our position in existing markets throughout the world.
Currency devaluations diminish the United States dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.
Currency devaluations diminish the U.S. dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow. Risks Related to Our Business and Operations Political conditions in and between the United States and foreign countries in which we operate could adversely affect our business.
For example, the incoming U.S. presidential administration has proposed to significantly increase tariffs on foreign imports into the United States, particularly from Canada, China and Mexico.
For example, the current U.S. presidential administration has imposed and significantly increased tariffs on foreign imports into the United States, particularly from Canada, China and Mexico. In response, many foreign countries have implemented or increased tariffs on imports into their countries.
Nordson Corporation 10 Table of Contents Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results. We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the euro, the yen, the pound sterling and the Chinese yuan.
We are exposed to fluctuations in foreign currency exchange rates, particularly with respect to the euro, the yen, the pound sterling and the Chinese yuan.
A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations. We may face particular data protection and privacy risks in connection with the European Union's Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations.
Nordson Corporation 12 Table of Contents We may face particular data protection and privacy risks in connection with the European Union's Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations.
In addition, some stakeholders may disagree with our goals and initiatives and the focus of Nordson Corporation 16 Table of Contents stakeholders may change and evolve over time. Stakeholders also may have very different views on where ESG focus should be placed, including differing views of regulators in various jurisdictions in which we operate.
Stakeholders also may have very different views on where environmental, social and governance focus should be placed, including differing views of regulators in various jurisdictions in which we operate.
The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world and the conflicts in Europe and the Middle East have negatively impacted the global economy and created significant volatility and disruption of financial markets, and may continue to do so in future periods.
In 2025, approximately 33 percent of our revenue was generated in the United States, while approximately 67 percent was generated outside the United States. Conflicts in Europe and the Middle East have negatively impacted the global economy and created significant volatility and disruption of financial markets, and may continue to do so in future periods.
Risks Related to Our Business and Operations Political conditions in and between the United States and foreign countries in which we operate could adversely affect our business. We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business both within and outside the United States.
We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business both within and outside the United States. We expect that international operations and U.S. export sales will continue to be important to our business for the foreseeable future.
Additional risks factors may exist that are not presently known by the Company or that are currently deemed immaterial may also be present. Risks Related to Economic Conditions Changes in United States or international economic conditions, including declines in the industries we serve, could adversely affect the revenue stream and profitability of any of our operations.
Nordson Corporation 9 Table of Contents Risks Related to Economic Conditions Changes in U.S. or international economic conditions, including declines in the industries we serve, could adversely affect the revenue stream and profitability of any of our operations.
Removed
In 2024, approximately 33 percent of our revenue was generated in the United States, while approximately 67 percent was generated outside the United States.
Added
Additional risks factors may exist that are not presently known by the Company or that are currently deemed immaterial may also be present.
Removed
Any period of interest rate increases may adversely affect our profitability. As of October 31, 2024, we had $2,223,928 of total debt outstanding, of whic h $538,286 was p riced at interest rates that float with the market.
Added
Changes to trade policies, tariffs, and other import/export regulations of the U.S. and other nations may create uncertainty in the global market and have a material adverse effect on our business, financial condition, and results of operations.
Removed
As of October 31, 2024, a one percentage point increase in the interest rate on the floating rate debt would result in approximately $5,383 of additional annual interest expense. A higher level of floating rate debt would increase the exposure to changes in interest rates.
Added
Changes in trade policies, tariffs, and other import/export regulations of the U.S. and other nations could change how we transact business, who we trade with, affect our relationships with customers and suppliers, and negatively impact our sales, margins and profitability.
Added
As a result, these government trade actions may create significant uncertainty in the global market and may have a material adverse impact on our business, financial condition and results of operations. Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results.
Added
A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations.
Added
We may be incorporating artificial intelligence technologies into our products, services and processes. These technologies may present business, compliance and reputational risks.
Added
The introduction of artificial intelligence ("AI") and machine-learning technologies, particularly generative AI, into internal processes, third-party services and/or new and existing offerings may result in new or expanded risks and liabilities, including due to enhanced governmental or regulatory scrutiny, litigation, compliance issues, ethical concerns, confidentiality or security risks, as well as other factors that could adversely affect our business, reputation and financial results.
Added
In addition, our personnel could, unbeknownst to us, improperly utilize AI and machine learning-technology while carrying out their responsibilities. The use of AI in third-party services and the development of our products and services could also cause loss of intellectual property, as well as subject us to risks related to intellectual property infringement or misappropriation, data privacy and cybersecurity.
Added
The use of artificial intelligence can lead to unintended consequences, including generating content that appears correct but is factually inaccurate, misleading or otherwise flawed, or that results in unintended biases and discriminatory outcomes, which could harm our reputation and business and expose us to risks related to inaccuracies or errors in the output of such technologies.
Added
Any new climate-change regulations could result in additional compliance costs for the Company and our suppliers, negatively impacting profits. In addition, we make statements about our environmental, social and Nordson Corporation 16 Table of Contents governance goals and initiatives through information provided on our website, press statements and other communications.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeOur security and compliance organization elevates issues relating to cybersecurity to our Chief Executive Officer and Board of Directors, such as potential threats or vulnerabilities. We also seek to prevent, detect, mitigate and remediate cybersecurity incidents by employing various defensive and continuous monitoring techniques using recognized industry frameworks and cybersecurity standards.
Biggest changeWe also seek to prevent, detect, mitigate and remediate cybersecurity incidents by employing various defensive and continuous monitoring techniques using recognized industry frameworks and cybersecurity standards. Our Vice President, Information Systems and Technology meets regularly with the Audit Committee to review our information technology systems and discuss key cybersecurity risks.
Management, led by the Vice President, Information Systems and Technology, regularly reports to the Board of Directors, primarily through the Audit Committee, providing an annual report on specific risks, mitigation efforts, and a review of Nordson's cybersecurity maturity. Management is responsible for day-to-day assessment and management of cybersecurity threats and risks.
Management, led by the Vice President, Information Systems and Technology, regularly reports to the Board of Directors, primarily through the Audit Committee, providing regular reports on specific risks, mitigation efforts, and a review of Nordson's cybersecurity maturity. Management is responsible for day-to-day assessment and management of cybersecurity threats and risks. Nordson's Chief Information Security Officer ("CISO"), primarily leads these efforts.
Our Vice President, Information Systems and Technology meets regularly with the Audit Committee to review our information technology systems and discuss key cybersecurity risks. Additionally, the Director, Internal Audit and Chief Financial Officer presents an overview of our global enterprise risk management program, including cybersecurity risks, to the Audit Committee, which is subsequently reported to the Board of Directors.
Additionally, the Director, Internal Audit and Chief Financial Officer presents an overview of our global enterprise risk management program, including cybersecurity risks, to the Audit Committee, which is subsequently reported to the Board of Directors.
Nordson Corporation 18 Table of Contents The Senior Director of Security and Compliance assesses cybersecurity readiness using a variety of tools, including internal assessment tools as well as third-party control tests, vulnerability assessments, audits and evaluation against industry standards.
Nordson Corporation 18 Table of Contents The CISO assesses cybersecurity readiness using a variety of tools, including internal assessment tools as well as third-party control tests, vulnerability assessments, audits and evaluation against industry standards. Our security and compliance organization elevates issues relating to cybersecurity to our Chief Executive Officer and Board of Directors, such as potential threats or vulnerabilities.
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Nordson's Senior Director of Security and Compliance, primarily leads these efforts.

Item 2. Properties

Properties — owned and leased real estate

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Removed
Properties Our principal owned and leased properties (defined as greater than 20,000 square feet or related to a principal operation) as of October 31, 2024 were as follows: Nordson Corporation 19 Table of Contents Location Description of Property Approximate Square Feet United States Amherst, Ohio 1 A manufacturing, laboratory and office complex 521,000 Norwich, Connecticut 2 A manufacturing, laboratory and office building 212,000 Carlsbad, California 3 Three manufacturing and office buildings (leased) 181,000 Duluth, Georgia 1 A manufacturing, laboratory and office building 176,000 St.
Added
Item 2. Properties The Company's corporate headquarters is located in Westlake, Ohio. The Company maintains manufacturing and other facilities at approximately 60 locations. Our principal manufacturing facilities are located in the United States, the People’s Republic of China, Bulgaria, Germany, Ireland, Israel, Italy, Mexico, the Netherlands and the United Kingdom.
Removed
Petersburgh, Florida 2 A manufacturing, warehouse and office building 156,000 Chippewa Falls, Wisconsin 1 A manufacturing, warehouse and office building (leased) 145,000 Swainsboro, Georgia 1 A manufacturing building 136,000 Arab, Alabama 2 A manufacturing building 116,000 East Providence, Rhode Island 2 A manufacturing, warehouse and office building 116,000 Loveland, Colorado 2 A manufacturing, warehouse and office building 115,000 Allen, Texas 2 A manufacturing, warehouse and office building 106,000 Salem, New Hampshire 2 Two manufacturing, warehouse and office buildings (leased) 83,000 Wixom, Michigan 1 A manufacturing, warehouse and office building (leased) 64,000 Golden Valley, Minnesota 3 A manufacturing and office building 61,000 Easton, Pennsylvania 2 A manufacturing, warehouse and office building 46,000 Dayton, Ohio 1 A manufacturing, warehouse and office building 43,000 Hickory, North Carolina 1 A manufacturing, warehouse and office building (leased) 41,000 Elk Grove, Illinois 3 A manufacturing, warehouse and office building (leased) 40,000 San Jose, California 2 A manufacturing, warehouse and office building (leased) 37,000 Brooklyn Park, Minnesota 2 An office, laboratory and warehouse building (leased) 34,000 Westlake, Ohio Corporate headquarters 28,000 Lithia Springs, Georgia 1 A warehouse and office building (leased) 27,000 Chattanooga, Tennessee 2 A manufacturing, warehouse and office building (leased) 25,000 Huntington Beach, California 2 An office, laboratory and warehouse building (leased) 21,000 International Erkrath, Germany 1, 2 An office, laboratory and warehouse building (leased) 324,000 Rubiera, Italy 1 A manufacturing, five assembly, four warehouse and office buildings 325,000 Shanghai, China 1 Three manufacturing, warehouse, laboratory and office buildings 179,000 Münster, Germany 1 Two manufacturing, warehouse and office buildings (leased) 150,000 Lüneburg, Germany 1 A manufacturing and laboratory building 129,000 Guaymas, Mexico 2 Two manufacturing, warehouse and office buildings (leased) 89,000 Tokyo, Japan 1, 2 Four office, laboratory and warehouse buildings (leased) 76,000 Suzhou, China 3 Two manufacturing, warehouse and office buildings (leased) 75,000 Tecate, Mexico 2 A manufacturing, warehouse and office building (leased) 59,000 Bangalore, India 1, 3 A manufacturing, assembly, warehouse and office building 56,000 Rosario, Argentina 1 An assembly, warehouse and office building 55,000 Shanghai, China 1 Three manufacturing, warehouse, laboratory and office buildings (leased) 55,000 Maastricht, Netherlands 1 A manufacturing, warehouse and office building 54,000 Boyle, Ireland 2 A manufacturing, warehouse and office building 47,000 Aylesbury, U.K. 3 A manufacturing, warehouse and office building (leased) 36,000 Galway, Ireland 2 An office, laboratory and warehouse building (leased) 36,000 Seongnam-City, South Korea 1, 2 An office, laboratory and warehouse building (leased) 35,000 Saitama, Japan 1 A manufacturing, warehouse, and office building (leased) 32,000 Geleen, Netherlands 1 A warehouse and office building 30,000 Sao Paulo, Brazil 1 An office, laboratory and warehouse building (leased) 23,000 El Marques, Mexico 1 A warehouse and office building 22,000 Nordson Corporation 20 Table of Contents Business Segment - Property Identification Legend 1 - Industrial Precision Solutions 2 - Medical and Fluid Solutions 3 - Advanced Technology Solutions The facilities listed have adequate, suitable and sufficient capacity (production and non-production) to meet present and foreseeable demand for our products.
Added
The Company is a lessee under a number of operating and finance leases for certain real properties and equipment, none of which is individually material to its operations. Management believes that the existing manufacturing facilities are adequate for its operations and that the facilities are maintained in good condition. Item 3. Legal Proceedings None.
Removed
Other properties at international subsidiary locations and at branch locations within the United States are leased. Lease terms do not exceed 25 years and generally contain a provision for cancellation with some penalty at an earlier date.
Removed
Information about leases is reported in Note 9 of Notes to Consolidated Financial Statements that can be found in Part II, Item 8 of this document. Item 3. Legal Proceedings None.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeFinancial Statements and Supplementary Data 34 Consolidated Statements of Income 34 Consolidated Statements of Comprehensive Income 35 Consolidated Balance Sheets 36 Consolidated Statements of Shareholders’ Equity 37 Consolidated Statements of Cash Flows 38 Notes to Consolidated Financial Statements 39 Management’s Report on Internal Control Over Financial Reporting 69 Report of Independent Registered Public Accounting Firm - Internal Controls Opinion 70 Report of Independent Registered Public Accounting Firm - Financial Statement Opinion 71
Biggest changeFinancial Statements and Supplementary Data 31 Consolidated Statements of Income 31 Consolidated Statements of Comprehensive Income 32 Consolidated Balance Sheets 33 Consolidated Statements of Shareholders’ Equity 34 Consolidated Statements of Cash Flows 35 Notes to Consolidated Financial Statements 36 Management’s Report on Internal Control Over Financial Reporting 67 Report of Independent Registered Public Accounting Firm - Internal Controls Opinion 68 Report of Independent Registered Public Accounting Firm - Financial Statement Opinion 69
Item 3. Legal Proceedings 21 Item 4. Mine Safety Disclosures 21 Information about Our Executive Officers 22 PART II 24 Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 24 Market Information and Dividends 24 Performance Graph 24 Item 7.
Item 3. Legal Proceedings 19 Item 4. Mine Safety Disclosures 19 Information about Our Executive Officers 19 PART II 21 Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 21 Market Information and Dividends 21 Performance Graph 21 Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 26 Critical Accounting Policies and Estimates 26 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 33 Item 8.
Management’s Discussion and Analysis of Financial Condition and Results of Operations 23 Critical Accounting Policies and Estimates 23 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 30 Item 8.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeNagarajan joined the Board of Directors of Wesco International, Inc. (NYSE: WCC) in 2022. He previously served as a member of the Board of Directors of Sonoco Products Company (NYSE: SON) from 2015 to 2022. Effective May 20, 2024, Daniel R. Hopgood was appointed as Executive Vice President and Chief Financial Officer. Prior to joining Nordson, Mr.
Biggest changeNagarajan served as Executive Vice President, Welding Segment, with Illinois Tool Works Inc. from 2010 to 2015. Mr. Nagarajan joined the Board of Directors of Wesco International, Inc. (NYSE: WCC) in 2022. He previously served as a member of the Board of Directors of Sonoco Products Company (NYSE: SON) from 2015 to 2022. Effective May 20, 2024, Daniel R.
Prior to joining PPL in 2017, Ms. McDonough served as Senior Vice President, General Counsel and Secretary at REX Energy Corporation, an independent condensate and natural gas company, having joined REX Energy ("REX") in April 2011, and before that as Assistant General Counsel and Assistant Secretary at Kennametal Inc.
Prior to joining PPL in 2017, Ms. McDonough served as Senior Vice President, General Counsel and Secretary at REX Energy Corporation, an independent condensate and natural gas company, having joined REX Energy Corporation in April 2011, and before that as Assistant General Counsel and Assistant Secretary at Kennametal Inc.
Hopgood served in various roles of increasing responsibility such as Vice President, Aftermarket Americas for Meritor, Inc. (NYSE: MTOR), a Fortune 500 manufacturer of commercial vehicle components and systems, and Manager of Corporate Finance and Reporting for MSX International, Inc., a management consulting company for leading automotive brands. Effective November 1, 2023, Joseph P.
Hopgood served in various roles of increasing responsibility such as Vice President, Aftermarket Americas for Meritor, Inc. (NYSE: MTOR), a Fortune 500 manufacturer of commercial vehicle components and systems, and Manager of Corporate Finance and Reporting for MSX International, Inc., a management consulting company for leading automotive brands. Nordson Corporation 19 Table of Contents Effective November 1, 2023, Joseph P.
Hopgood was Controller and Chief Accounting Officer from April 2021 to May 2024 and Senior Vice President, Global Financial Services and Systems from September 2017 to March 2021 of Eaton Corporation (NYSE: ETN), a multinational power management company. Prior to joining Eaton Corporation, Mr.
Hopgood was appointed as Executive Vice President and Chief Financial Officer. Prior to joining Nordson, Mr. Hopgood was Controller and Chief Accounting Officer from April 2021 to May 2024 and Senior Vice President, Global Financial Services and Systems from September 2017 to March 2021 of Eaton Corporation (NYSE: ETN), a multinational power management company. Prior to joining Eaton Corporation, Mr.
Prior to joining the Company, Ms. Siddiqui served as Vice President of HR, Operations Engineering, Digital and Corporate Functions from August 2020 to February 2023 and Executive Director of HR, Operations, UTC Aerospace Systems from February 2018 to July 2020 of Collins Aerospace at Raytheon Technologies (NYSE: RTX), an aerospace and defense company.
Siddiqui served as Vice President of HR, Operations Engineering, Digital and Corporate Functions from August 2020 to February 2023 and Executive Director of HR, Operations, UTC Aerospace Systems from February 2018 to July 2020 of Collins Aerospace at Raytheon Technologies (NYSE: RTX), an aerospace and defense company.
Item 4. Mine Safety Disclosures Not applicable. Nordson Corporation 21 Table of Contents Information About Our Executive Officers Our executive officers as of October 31, 2024, were as follows: Name Age Officer Since Position or Office with the Company and Business Experience During the Past Five (5) Year Period Sundaram Nagarajan 62 2019 President and Chief Executive Officer Daniel R.
Item 4. Mine Safety Disclosures Not applicable. Information About Our Executive Officers Our executive officers as of October 31, 2025, were as follows: Name Age Officer Since Position or Office with the Company and Business Experience During the Past Five (5) Year Period Sundaram Nagarajan 63 2019 President and Chief Executive Officer Daniel R.
(NYSE: KMT), a global manufacturer and provider of engineered products and solutions, which she joined in May 2005. She began her career as a business and finance attorney with the international law firm Morgan, Lewis and Bockius LLP. Nordson Corporation 22 Table of Contents Effective February 20, 2023, Sarah Siddiqui was named Executive Vice President - Chief Human Resources Officer.
(NYSE: KMT), a global manufacturer and provider of engineered products and solutions, which she joined in May 2005. She began her career as a business and finance attorney with the international law firm Morgan, Lewis and Bockius LLP. Effective February 20, 2023, Sarah Siddiqui was named Executive Vice President - Chief Human Resources Officer. Prior to joining the Company, Ms.
Nagarajan served as Executive Vice President, Automotive OEM Segment, with Illinois Tool Works Inc. (NYSE: ITW), a global manufacturer of a diversified range of industrial products and equipment, since 2015. Prior to that, Mr. Nagarajan served as Executive Vice President, Welding Segment, with Illinois Tool Works Inc. from 2010 to 2015. Mr.
Prior to becoming our President and Chief Executive Officer, Mr. Nagarajan served as Executive Vice President, Automotive OEM Segment, with Illinois Tool Works Inc. (NYSE: ITW), a global manufacturer of a diversified range of industrial products and equipment, since 2015. Prior to that, Mr.
Hopgood 52 2024 Executive Vice President, Chief Financial Officer James E. DeVries 65 2012 Executive Vice President Stephen P. Lovass 55 2017 Executive Vice President Jennifer McDonough 53 2021 Executive Vice President, General Counsel and Secretary Joseph P.
Hopgood 53 2024 Executive Vice President, Chief Financial Officer James E. DeVries 66 2012 Executive Vice President Jennifer McDonough 54 2021 Executive Vice President, General Counsel and Secretary Joseph P.
Kelley 52 2020 Executive Vice President Sarah Siddiqui 47 2023 Executive Vice President Srinivas Subramanian 54 2022 Executive Vice President Effective August 1, 2019, Sundaram Nagarajan was appointed President and Chief Executive Officer and as a member of the Board of Directors of the Company. Prior to becoming our President and Chief Executive Officer, Mr.
Kelley 53 2020 Executive Vice President Sarah Siddiqui 48 2023 Executive Vice President Srinivas Subramanian 55 2022 Executive Vice President Justin Hall 47 2025 Executive Vice President Effective August 1, 2019, Sundaram Nagarajan was appointed President and Chief Executive Officer and as a member of the Board of Directors of the Company.
Throughout his career, he served in roles of increasing financial responsibility at Materion, Avient Corporation (formerly known as PolyOne Corporation) (NYSE: AVNT), a specialty chemicals company, and Lincoln Electric Holdings, Inc. (Nasdaq: LECO), a global manufacturer. Effective August 1, 2022, Stephen P. Lovass was named Executive Vice President - Medical and Fluid Solutions. Previously, Mr.
Throughout his career, he served in roles of increasing financial responsibility at Materion, Avient Corporation (formerly known as PolyOne Corporation) (NYSE: AVNT), a specialty chemicals company, and Lincoln Electric Holdings, Inc. (Nasdaq: LECO), a global manufacturer of welding and cutting products. Effective November 1, 2021, Jennifer L.
Subramanian served as Vice President of the Electronics Processing Solutions business, having served in various roles of increasing responsibility since joining the Company in 2006. Nordson Corporation 23 Table of Contents PART II
Hall served as Vice President of the Electronics Processing Solutions business from November 2022 through April 27, 2025 and general manager of the Medical Fluid Components business from May 2020 through October 2022, having served in various roles of increasing responsibility since joining the Company in 2006. Nordson Corporation 20 Table of Contents PART II
Lovass served as a Senior Vice President and Corporate Officer for Gerber Scientific, Inc., an automated systems manufacturer for sign-making, specialty graphics and packaging. Effective November 1, 2021, Jennifer L. McDonough was named Executive Vice President, General Counsel and Secretary and leads the Company’s global legal function in ethics and compliance, intellectual property and other general corporate legal matters. Ms.
McDonough was named Executive Vice President, General Counsel and Secretary and leads the Company’s global legal function in ethics and compliance, intellectual property and other general corporate legal matters. Ms.
Removed
Lovass served as Corporate Vice President since November 2016. Prior to joining the Company, Mr. Lovass served as President for one of the global sensors and controls businesses for Danaher Corporation (NYSE: DHR), an international Fortune 200, diversified science and technology company, from 2012 to 2016. Prior to joining Danaher Corporation, Mr.
Added
Subramanian served as Vice President of the Electronics Processing Solutions business from June 2020 through July 2022, having served in various roles of increasing responsibility since joining the Company in 2006. Effective April 28, 2025, Justin Hall was named Executive Vice President - Medical and Fluid Solutions. Previously, Mr.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

6 edited+1 added−2 removed1 unchanged
Biggest changeMachinery $ 100.00 $ 83.71 $ 98.24 $ 140.90 $ 137.93 $ 163.91 $ 175.15 $ 248.80 $ 225.40 $ 241.00 $ 308.20 Peer Group $ 100.00 $ 95.87 $ 102.83 $ 159.58 $ 158.52 $ 205.37 $ 224.76 $ 331.77 $ 271.31 $ 262.88 $ 328.27 Source: Zack’s Investment Research Nordson Corporation 24 Table of Contents Common Share Repurchases (in whole shares) Total Number of Shares Repurchased (1) Average Price Paid per Share Total 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) August 1, 2024 to August 31, 2024 30 $ 243.34 — $ 523,798 September 1, 2024 to September 30, 2024 208 $ 260.01 — $ 523,798 October 1, 2024 to October 31, 2024 215 $ 260.35 — $ 523,798 Total 453 $ 259.07 — $ 523,798 (1) Includes shares tendered for taxes related to stock option exercises and vesting of restricted stock.
Biggest changeMachinery $ 100.00 $ 117.36 $ 168.33 $ 164.78 $ 195.81 $ 209.24 $ 297.23 $ 269.28 $ 287.91 $ 368.19 $ 456.82 New Peer Group $ 100.00 $ 107.63 $ 168.04 $ 166.20 $ 214.45 $ 238.29 $ 351.47 $ 287.34 $ 275.65 $ 349.21 $ 411.13 Old Peer Group $ 100.00 $ 107.25 $ 166.45 $ 165.34 $ 214.21 $ 234.44 $ 346.06 $ 282.99 $ 274.20 $ 342.40 $ 404.97 Source: Zack’s Investment Research Nordson Corporation 21 Table of Contents Common Share Repurchases (in whole shares) Total Number of Shares Repurchased (1) Average Price Paid per Share Total 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) August 1, 2025 to August 31, 2025 135 $ 217.15 135 $ 782,029 September 1, 2025 to September 30, 2025 130 $ 224.73 130 $ 752,886 October 1, 2025 to October 31, 2025 124 $ 233.26 124 $ 724,233 Total 389 $ 224.80 389 $ 724,233 (1) Includes shares tendered for taxes related to stock option exercises and vesting of 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. Nordson Corporation 25 Table of Contents
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. Nordson Corporation 22 Table of Contents
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Dividends Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN. As of November 30, 2024, there were 1,088 record shareholders.
Item 5. Market for the Company’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities Market Information and Dividends Our common shares are listed on the Nasdaq Global Select Market under the symbol NDSN. As of November 30, 2025, there were 1,050 record shareholders.
Performance Graph The following graph compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2014 in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our New Peer Group, which includes: AME, B, DCI, ENTG, GGG, GTLS, ICUI, IEX, ITT, KEYS, LECO, MKSI, NATI, TER, TFX, TRMB, VNT, WTS and WWD.
Performance Graph The following graph compares the 10-year cumulative return, calculated on a dividend-reinvested basis, from investing $100 on November 1, 2015 in Nordson common shares, the S&P 500 Index, the S&P MidCap 400 Index, the S&P 500 Industrial Machinery Index, the S&P MidCap 400 Industrial Machinery Index and our New Peer Group, which includes: AEIS, AME, B, CR, DCI, ENTG, GGG, GTLS, ICUI, IEX, ITGR, ITT, KEYS, LECO, MKSI, MMSI, TER, TFX, TRMB, VNT, WTS and WWD.
In September 2022, the board of directors authorized the repurchase of up to an additional $500,000 of the Company's common shares. Approximately $523,798 of the total $1,500,000 authorized remained available for share repurchases at October 31, 2024. Uses for repurchased shares include the funding of benefit programs including stock options and 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 October 31, 2025, approximately $724,233 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.
Machinery $ 100.00 $ 99.85 $ 114.01 $ 157.18 $ 145.03 $ 176.87 $ 194.00 $ 256.07 $ 222.32 $ 243.45 $ 331.68 S&P MidCap 400 Ind.
Machinery $ 100.00 $ 114.18 $ 157.42 $ 145.25 $ 177.14 $ 194.30 $ 256.46 $ 222.66 $ 243.82 $ 332.18 $ 338.16 S&P MidCap 400 Ind.
Removed
Company/Market/Peer Group 2014 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 Nordson Corporation $ 100.00 $ 94.20 $ 134.16 $ 171.35 $ 167.44 $ 216.45 $ 269.38 $ 356.95 $ 318.97 $ 304.78 $ 359.20 S&P 500 Index $ 100.00 $ 105.20 $ 109.94 $ 135.93 $ 145.91 $ 166.81 $ 183.01 $ 261.55 $ 223.34 $ 245.99 $ 339.50 S&P MidCap 400 $ 100.00 $ 103.42 $ 109.89 $ 135.69 $ 137.08 $ 149.44 $ 147.72 $ 219.96 $ 194.58 $ 192.51 $ 256.02 S&P 500 Ind.
Added
Company/Market/Peer Group 2015 2016 2017 2018 2019 2020 2021 2022 2023 2024 2025 Nordson Corporation $ 100.00 $ 142.42 $ 181.89 $ 177.75 $ 229.77 $ 285.95 $ 378.91 $ 338.59 $ 323.53 $ 381.30 $ 362.07 S&P 500 Index $ 100.00 $ 104.51 $ 129.21 $ 138.70 $ 158.57 $ 173.97 $ 248.62 $ 212.30 $ 233.83 $ 322.72 $ 391.96 S&P MidCap 400 $ 100.00 $ 106.26 $ 131.20 $ 132.54 $ 144.49 $ 142.83 $ 212.68 $ 188.14 $ 186.14 $ 247.55 $ 263.35 S&P 500 Ind.
Removed
(2) In December 2014, the board of directors authorized a $300,000 common share repurchase program. In August 2015, the board of directors authorized the repurchase of up to an additional $200,000 of the Company’s common shares. In August 2018, the board of directors authorized the repurchase of an additional $500,000 of the Company’s common shares.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

28 edited+14 added−32 removed30 unchanged
Biggest changePlans — — (41,221) Other - net (4,509) 655.3 % (597) (107.0) % 8,527 Income before income taxes 585,481 (4.9) % 615,339 (5.2) % 649,279 Income tax expense 118,197 (7.5) % 127,846 (6.1) % 136,176 Net income $ 467,284 (4.1) % $ 487,493 (5.0) % $ 513,103 Nordson Corporation 28 Table of Contents Net Sales Net sales for the Industrial precision solutions (IPS), Medical and Fluid Solutions (MFS) and Advanced technology solutions (ATS) segments were as follows: Twelve Months Ended Variance - Increase (Decrease) Oct 31, 2024 % of Total Oct 31, 2023 % of Total Organic Acquisitions Currency Total IPS $ 1,484,249 55.2% $ 1,391,046 52.9% 0.1 % 6.6 % — % 6.7 % MFS 695,452 25.9% 660,316 25.1% (0.2) % 5.4 % 0.1 % 5.3 % ATS 510,220 19.0% 577,270 22.0% (11.4) % — % (0.2) % (11.6) % Total $ 2,689,921 $ 2,628,632 (2.5) % 4.8 % — % 2.3 % The IPS organic sales increase of 0.1 percent was driven by increases in packaging, nonwovens, and industrial coatings product lines, principally offset by declines in measurements and controls and polymer processing.
Biggest changeConsolidated Financial Results Consolidated financial results for the years ended October 31, 2025, 2024 and 2023 were as follows: Change Change (In thousands except for per-share amounts) 2025 from 2024 2024 from 2023 2023 Sales $ 2,791,687 3.8 % $ 2,689,921 2.3 % $ 2,628,632 Operating costs and expenses: Cost of sales 1,251,903 4.0 % 1,203,792 — % 1,203,227 Gross margin 1,539,784 3.6 % 1,486,129 4.3 % 1,425,405 Gross margin % 55.2% — % 55.2% 1.0 % 54.2% Selling and administrative expenses 815,514 0.4 % 812,128 7.9 % 752,644 Divestiture and related charges 12,545 — — 2,079,962 2,015,920 1,955,871 Operating profit 711,725 5.6 % 674,001 0.2 % 672,761 Interest expense - net (101,105) 20.3 % (84,011) 47.8 % (56,825) Other - net (12,972) 187.7 % (4,509) 655.3 % (597) (114,077) (88,520) (57,422) Income before income taxes 597,648 2.1 % 585,481 (4.9) % 615,339 Income tax expense 113,174 (4.2) % 118,197 (7.5) % 127,846 Net income $ 484,474 3.7 % $ 467,284 (4.1) % $ 487,493 Nordson Corporation 25 Table of Contents Net Sales Net sales for the Industrial Precision Solutions (IPS), Medical and Fluid Solutions (MFS) and Advanced Technology Solutions (ATS) segments were as follows: Twelve Months Ended Variance - Increase (Decrease) Oct 31, 2025 % of Total Oct 31, 2024 % of Total Organic Acquisitions / Divestitures Currency Total IPS $ 1,331,792 47.7% $ 1,398,912 52.0% (5.1) % — % 0.3 % (4.8) % MFS 835,385 29.9% 695,452 25.9% (3.1) % 23.0 % 0.2 % 20.1 % ATS 624,510 22.4% 595,557 22.1% 4.1 % — % 0.8 % 4.9 % Total $ 2,791,687 $ 2,689,921 (2.5) % 6.0 % 0.3 % 3.8 % Twelve Months Ended Variance - Increase (Decrease) Oct 31, 2024 % of Total Oct 31, 2023 % of Total Organic Acquisitions / Divestitures Currency Total IPS $ 1,398,912 52.0% $ 1,297,070 49.3% 0.9 % 7.1 % (0.1) % 7.9 % MFS 695,452 25.9% 660,316 25.1% (0.2) % 5.4 % 0.1 % 5.3 % ATS 595,557 22.1% 671,246 25.5% (11.2) % — % (0.1) % (11.3) % Total $ 2,689,921 $ 2,628,632 (2.5) % 4.8 % — % 2.3 % 2025 versus 2024: The IPS organic sales decrease of 5.1 percent was driven by declines in polymer processing and industrial coatings product lines, partially offset by increases in nonwovens, packaging, and precision agriculture product lines.
Generally, our revenue results from short-term, fixed-price contracts and 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. Refer to Note 1 to the Consolidated Financial Statements for further discussion regarding the Company's revenue recognition policy.
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. Refer to Note 1 to the Consolidated Financial Statements for further discussion regarding the Company's revenue recognition policy.
Based on the results shown in the table below and based on our measurement date of August 1, 2024, our conclusion is that no goodwill was impaired in 2024. Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated fair values.
Based on the results shown in the table below and based on our measurement date of August 1, 2025, our conclusion is that no goodwill was impaired in 2025. Potential events or circumstances, such as a sustained downturn in global economies, could have a negative effect on estimated fair values.
Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. We test goodwill in accordance with Accounting Standards Codification ("ASC") 350. We did not record any goodwill impairment charges in 2024.
Goodwill is not amortized but is tested for impairment annually at the reporting unit level, or more often if indications of impairment exist. We test goodwill in accordance with Accounting Standards Codification ("ASC") 350. We did not record any goodwill impairment charges in 2025.
We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 6.50 percent and 6.40 percent in 2024 and 2023, respectively.
We consult with and consider the opinions of financial and actuarial experts in developing appropriate return assumptions. The expected rate of return (long-term investment rate) on domestic pension assets used to determine net benefit costs was 6.50 percent and 6.50 percent in 2025 and 2024, respectively.
The MFS organic sales decrease of 0.2% was driven by a decrease in the medical fluid components product line, partially offset by an increase in the fluid solutions product line. The ATS organic sales decrease of 11.4 percent was driven by lower demand in electronics dispense product lines as well as test and inspection product lines.
The MFS organic sales decrease of 0.2% was driven by a decrease in the medical fluid components product line, partially offset by an increase in the fluid solutions product line. The ATS organic sales decrease of 11.2 percent was driven by lower demand in electronics dispense product lines, measurements and controls, as well as test and inspection product lines.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES In this annual report, 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.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES In this annual report, all amounts related to U.S. 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.
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 including the Company’s ability to complete and successfully integrate acquisitions, including the integration of Atrion and ARAG; 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; 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.
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, including the integration of Atrion; 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.
The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 3.96 percent and 3.92 percent at October 31, 2024 and October 31, 2023, respectively. Annual expense amounts are determined based on the discount rate used at the end of the prior year.
The assumed rate of compensation increases used to determine the present value of our domestic pension plan obligations was 3.28 percent and 3.96 percent at October 31, 2025 and October 31, 2024, respectively. Annual expense amounts are determined based on the discount rate used at the end of the prior year.
For a discussion of other changes from the fiscal year ended October 31, 2023 to the fiscal year ended October 31, 2022, refer to Part II, Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.
For a discussion of other changes from the fiscal year ended October 31, 2024 to the fiscal year ended October 31, 2023 refer to Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the fiscal year ended October 31, 2024.
The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. For 2024, the WACC rates used ranged from 8.0 percent to 9.0 percent depending upon the reporting unit's size, end market volatility and projection risk.
The WACC represents the blended average required rate of return for equity and debt capital based on observed market return data and company specific risk factors. For 2025, the WACC rates used ranged from 8.5 percent to 10.0 percent depending upon the reporting unit's size, end market volatility and projection risk.
The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures and contributions related to pension and postretirement obligations, as well as principal and interest payments on our outstanding debt.
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.
See Note 5 to the Consolidated Financial Statements for further details regarding the valuation methodologies used. Nordson Corporation 26 Table of Contents In 2024, 2023 and 2022, the results of our annual impairment tests indicated no impairment. The fair value ("FV") was compared to the carrying value ("CV") for each reporting unit.
See Note 6 to the Consolidated Financial Statements for further details regarding the valuation methodologies used. Nordson Corporation 23 Table of Contents In 2025, 2024 and 2023, the results of our annual impairment tests indicated no impairment. The fair value ("FV") was compared to the carrying value ("CV") for each reporting unit.
Conversely, should we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.
Conversely, should Nordson Corporation 24 Table of Contents we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.
The liabilities associated with the Company's international pension plans and OPEB are not as materially sensitive to changes in assumptions as the pension plan in the United States. The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 5.27 percent at October 31, 2024 and 6.08 percent at October 31, 2023.
The liabilities associated with the Company's international pension plans and other post-retirement benefits are not as materially sensitive to changes in assumptions as the pension plan in the United States. The weighted-average discount rate used to determine the present value of our domestic pension plan obligations was 5.35 percent at October 31, 2025 and 5.27 percent at October 31, 2024.
Net Sales by region were as follows: Twelve Months Ended Variance - Increase (Decrease) Oct 31, 2024 % of Total Oct 31, 2023 % of Total Organic Acquisitions Currency Total Americas $ 1,178,626 43.8% $ 1,149,760 43.7% (1.9) % 4.3 % 0.1 % 2.5 % Europe 726,100 27.0% 682,676 26.0% (5.1) % 10.2 % 1.3 % 6.4 % Asia Pacific 785,195 29.2% 796,196 30.3% (1.0) % 1.0 % (1.4) % (1.4) % Total $ 2,689,921 $ 2,628,632 (2.5) % 4.8 % — % 2.3 % Sales outside the United States accounted for 66.6 percent of total sales in 2024, as compared to 66.2 percent in 2023.
Net Sales by region were as follows: Twelve Months Ended Variance - Increase (Decrease) Oct 31, 2025 % of Total Oct 31, 2024 % of Total Organic Acquisitions / Divestitures Currency Total Americas $ 1,205,830 43.2% $ 1,178,626 43.8% (6.7) % 9.5 % (0.5) % 2.3 % Europe 722,221 25.9% 726,100 27.0% (6.7) % 4.2 % 2.0 % (0.5) % Asia Pacific 863,636 30.9% 785,195 29.2% 7.6 % 2.3 % 0.1 % 10.0 % Total $ 2,791,687 $ 2,689,921 (2.5) % 6.0 % 0.3 % 3.8 % Sales outside the United States accounted for 66.9 percent of total sales in 2025, as compared to 66.6 percent in 2024.
Primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $115,952 as of October 31, 2024, cash provided by operations, which was $556,193 in 2024, and available borrowings under our loan agreements and unused bank lines of credit which totaled $785,880 as of October 31, 2024.
Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $108,442 as of October 31, 2025, cash provided by operations, which was $719,175 in 2025, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $935,151 as of October 31, 2025.
We provide valuation allowances against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized.
We provide valuation allowances against deferred tax assets if, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies.
Gross margins improved 1.0 percentage point reflecting the impact of favorable product mix and lower incremental inventory step-up amortization related to acquisitions of $7,703 in 2024 versus $8,862 in 2023, while the increase in selling and administrative expenses was primarily driven by acquisitions. IPS operating profit declined 140 basis points due to an unfavorable acquisition impact and severance costs.
Gross profit and Selling and administrative expenses 2025 versus 2024: Gross margins were unchanged at 55.2 percent, while the increase in selling and administrative expenses was primarily driven by the full-year impact of the Atrion acquisition, partially offset by lower non-recurring acquisition costs. 2024 versus 2023: Gross margins improved 100 basis points reflecting the impact of favorable product mix and lower incremental inventory step-up amortization related to acquisitions of $7,703 in 2024 versus $8,862 in 2023, while the increase in selling and administrative expenses was primarily driven by acquisitions.
WACC Excess of FV over CV Goodwill Industrial Precision Solutions Segment - Adhesives 8.0% 330% $ 1,183,342 Industrial Precision Solutions Segment - Industrial Coating Systems 9.0% 3,451% $ 24,083 Advanced Technology Solutions Segment - Electronics Systems 8.5% 252% $ 27,442 Advanced Technology Solutions Segment - Test & Inspection 8.5% 173% $ 375,707 Medical and Fluid Solutions Segment - Fluid Management 8.5% 170% $ 1,175,199 Pension plan in the United States - The measurement of the liabilities related to our domestic pension plan is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions and health care cost trend rates.
WACC Excess of FV over CV August 1, 2025 Goodwill Industrial Precision Solutions Segment 8.5% 311% $ 1,198,911 Medical and Fluid Solutions Segment 9.5% 132% $ 1,661,150 Advanced Technology Solutions Segment 10.0% 205% $ 446,371 Pension plan in the United States - The measurement of the liabilities related to our domestic pension plan is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions and health care cost trend rates.
Results of Operations Below is a detailed comparison of our results of operations for the fiscal years ended October 31, 2024 and October 31, 2023.
Any resulting differences are recorded in the period they become known. Results of Operations Below is a detailed comparison of our results of operations for the fiscal years ended October 31, 2025 and October 31, 2024.
Bracketed numbers represent decreases in expense and obligation amounts. 1% Point Increase 1% Point Decrease Discount rate: Effect on total net periodic pension cost in 2024 $ (1,234) $ 3,137 Effect on pension obligation as of October 31, 2024 $ (46,287) $ 57,461 Expected return on assets: Effect on total net periodic pension cost in 2024 $ (4,094) $ 4,094 Compensation increase: Effect on total net periodic pension cost in 2024 $ 2,252 $ (2,006) Effect on pension obligation as of October 31, 2024 $ 17,371 $ (15,630) Income taxes – Income taxes are estimated based on income for financial reporting purposes.
Bracketed numbers represent decreases in expense and obligation amounts. 1% Point Increase 1% Point Decrease Discount rate: Effect on total net periodic pension cost in 2025 $ (2,798) $ 6,457 Effect on pension obligation as of October 31, 2025 $ (42,680) $ 52,113 Expected return on assets: Effect on total net periodic pension cost in 2025 $ (4,068) $ 4,068 Compensation increase: Effect on total net periodic pension cost in 2025 $ 4,080 $ (3,597) Effect on pension obligation as of October 31, 2025 $ 10,079 $ (9,095) Income taxes – Income taxes are estimated based on income for financial reporting purposes.
Approximately 81 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of October 31, 2024.
Liquidity and Capital Resources Cash and cash equivalents decreased $7,510 in 2025 to $108,442 as of October 31, 2025 compared to $115,952 as of October 31, 2024. Approximately 71 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of October 31, 2025.
A comparison of cash flow changes from 2024 to 2023 as follows: Twelve Months Ended October 31, 2024 October 31, 2023 Increase (Decrease) Net Income and non-cash items $ 609,342 $ 615,496 $ (6,154) Changes in operating assets and liabilities (53,149) 25,786 (78,935) Net cash provided by operating activities 556,193 641,282 (85,089) Additions to property, plant and equipment (64,410) (34,583) (29,827) Acquisitions of businesses, net of cash acquired (789,996) (1,422,780) 632,784 Other - net 10,008 20,484 (10,476) Net cash used in investing activities (844,398) (1,436,879) 592,481 Issuance of long-term debt 464,353 976,043 (511,690) Repayment of finance lease obligations (6,148) (6,840) 692 Dividends paid (161,438) (150,356) (11,082) Issuance of common shares 31,067 21,373 9,694 Purchase of treasury shares (33,339) (89,708) 56,369 Net cash provided by financing activities $ 294,495 $ 750,512 $ (456,017) The changes in operating assets and liabilities were principally driven by decreases in customer advance payments and income taxes payable.
A comparison of cash flow changes from 2025 to 2024 follows: Twelve Months Ended October 31, 2025 October 31, 2024 Increase (Decrease) Net Income and non-cash items $ 662,348 $ 609,342 $ 53,006 Changes in operating assets and liabilities 56,827 (53,149) 109,976 Net cash provided by operating activities 719,175 556,193 162,982 Additions to property, plant and equipment (58,060) (64,410) 6,350 Sale (acquisition) of businesses, net of cash acquired 28,107 (789,996) 818,103 Other - net 3,263 10,008 (6,745) Net cash used in investing activities (26,690) (844,398) 817,708 Net (repayment) issuance of long-term debt (224,141) 464,353 (688,494) Repayment of finance lease obligations (5,868) (6,148) 280 Dividends paid (179,069) (161,438) (17,631) Issuance of common shares 9,014 31,067 (22,053) Purchase of treasury shares (306,367) (33,339) (273,028) Net cash provided (used) by financing activities $ (706,431) $ 294,495 $ (1,000,926) The improvement in working capital was principally driven by increases in accounts payable and customer advance payments.
Interest and Other expenses Interest expense in 2024 was $88,924, an increase of $29,419, or 49.4 percent, from 2023 . The increase reflects higher average debt levels compared to the prior year due to funding of acquisitions. Other expense in 2024 was $4,509 compared to other expense of $597 in 2023 .
The increase reflects higher average debt levels compared to the prior year due to the funding of acquisitions. Other expense in 2025 was $12,972 compared to other expense of $4,509 in 2024 . Included in other expense in 2025 were $9,608 in net foreign currency losses and pension losses.
MFS operating margin declined 170 basis points due to $10,761 in fees, severance, and non-cash inventory charges associated with the Atrion acquisition which offset improvements in operating efficiencies. ATS operating margin improved by 90 basis points on lower sales volumes due to cost reduction actions and favorable mix.
Segment EBITDA for MFS declined 30 basis points due to the impact of the Atrion acquisition offset by improvements in operating efficiencies on flat sales. Segment EBITDA for ATS improved by 10 basis points on lower sales due to cost reduction actions and favorable mix. Nordson Corporation 27 Table of Contents Consolidated operating profit increased slightly.
Included in other expense in 2024 were $5,499 in net foreign currency losses, which were partially offset by pension gains. Included in the prior year’s other expense were $7,742 in foreign currency losses, which were largely offset by pension gains.
Included in the prior year’s other expense was $5,499 in foreign currency losses, which were partially offset by pension gains. Income tax expense Income tax expense in 2025 was $113,174, or 18.9 percent of pre-tax income, as compared to $118,197, or 20.2 percent of pre-tax income in 2024 .
Nordson Corporation 29 Table of Contents Income tax expense Income tax expense in 2024 was $118,197, or 20.2 percent of pre-tax income, as compared to $127,846, or 20.8 percent of pre-tax income in 2023 . The effective tax rate decreased 60 basis points primarily due to a decline in the impact of foreign tax rate variances.
The effective tax rate decreased 130 basis points primarily due to a decline in federal valuation allowances. Net Income Net income was $484,474, or $8.51 per diluted share, in 2025, compared to net income of $467,284, or $8.11 per diluted share, in 2024.
Removed
Nordson Corporation 27 Table of Contents Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies.
Added
The MFS organic sales decrease of 3.1% was driven by a decrease in the medical contract manufacturing business product line that was divested in the fourth quarter of 2025. MFS organic sales were up 1.0% year over year excluding the decrease in the medical contract manufacturing product line.
Removed
Any resulting differences are recorded in the period they become known. Atrion Acquisition On August 21, 2024, the Company completed the acquisition of Atrion, pursuant to the terms of the Merger Agreement with Merger Sub and Atrion.
Added
The ATS organic sales increase of 4.1 percent was driven by robust growth in electronics dispense product lines and electronic processing and optical sensors, partially offset by weakness in x-ray inspection systems. 2024 versus 2023: The IPS organic sales increase of 0.9 percent was driven by increases in packaging, nonwovens, and industrial coatings product lines, principally offset by a decline in polymer processing.
Removed
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.
Added
Nordson Corporation 26 Table of Contents Profit Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the fiscal years ended October 31, 2025 and October 31, 2024: Twelve Months Ended October 31, 2025 % of Sales October 31, 2024 % of Sales % of Sales Change Industrial precision solutions $ 493,873 37.1% $ 520,769 37.2% (0.1)% Medical and fluid solutions 311,684 37.3% 256,553 36.9% 0.4% Advanced technology solutions 146,589 23.5% 129,181 21.7% 1.8% Total segment EBITDA 952,146 34.1% 906,503 33.7% 0.4% Inventory step-up amortization (3,135) (7,703) Acquisition costs (2,334) (13,957) Severance and other (19,256) (17,332) Divestiture and related charges (12,545) — Depreciation and amortization (150,523) (136,175) Corporate expenses (52,628) (57,335) Operating profit $ 711,725 $ 674,001 Segment EBITDA for IPS decreased 10 basis points due to lower organic sales.
Removed
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 (the "364-Day Term Loan Agreement") (see Note 8 to the Consolidated Financial Statements for additional details) and cash on hand.
Added
Segment EBITDA for MFS increased 40 basis points due to favorable mix from lower organic sales related to the divested contract manufacturing business and controlled spending. Segment EBITDA for ATS increased 180 basis points driven by strong incrementals on organic sales and lower selling and administrative expenses.
Removed
Based on the fair value of the assets acquired and the liabilities assumed, a preliminary purchase price allocation resulted in the recognition of $494,279 of goodwill and $129,600 of identifiable intangible assets.
Added
Consolidated operating profit increased in 2025 compared to 2024 due to the overall increase in segment EBITDA and lower acquisition and related inventory step-up amortization costs partially offset by an increase in severance and other cost reduction costs, depreciation and amortization from recent acquisitions, and divestiture charges associated with the exit of the medical contract manufacturing business.
Removed
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). The financial results of the Atrion acquisition are not expected to have a material impact on our Consolidated Financial Statements.
Added
Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the fiscal years ended October 31, 2024 and October 31, 2023: Twelve Months Ended October 31, 2024 % of Sales October 31, 2023 % of Sales % of Sales Change Industrial precision solutions $ 520,769 37.2% $ 485,194 37.4% (0.2)% Medical and fluid solutions 256,554 36.9% 245,833 37.2% (0.3)% Advanced technology solutions 129,182 21.7% 144,731 21.6% 0.1% Total segment EBITDA 906,505 33.7 % 875,758 33.3 % 0.4% Inventory step-up amortization (7,703) (8,862) Acquisition costs (13,957) (19,966) Severance and other (17,332) (5,487) Divestiture and related charges — — Depreciation and amortization (136,175) (111,898) Corporate expenses (57,337) (56,784) Operating profit $ 674,001 $ 672,761 Segment EBITDA for IPS declined 20 basis points due to the impact of the ARAG acquisition offset by the impact of higher organic sales.
Removed
Consolidated Financial Results Consolidated financial results for the years ended October 31, 2024, 2023 and 2022 were as follows: Change Change (In thousands except for per-share amounts) 2024 from 2023 2023 from 2022 2022 Sales $ 2,689,921 2.3 % $ 2,628,632 1.5 % $ 2,590,278 Cost of sales 1,203,792 — % 1,203,227 3.4 % 1,163,742 Gross margin 1,486,129 4.3 % 1,425,405 (0.1) % 1,426,536 Gross margin % 55.2% 1.0 % 54.2% (0.9) % 55.1% Selling and administrative expenses 812,128 7.9 % 752,644 3.9 % 724,176 Operating profit 674,001 0.2 % 672,761 (4.2) % 702,360 Interest expense (88,924) 49.4 % (59,505) 165.5 % (22,413) Interest and investment income 4,913 83.3 % 2,680 32.3 % 2,026 Pension settlement charge for U.S.
Added
Operating margin decreased by 50 basis points primarily driven by costs related to the first-year effect of acquisitions, which more than offset favorable product mix.
Removed
Operating Profit Operating profit for the IPS, MFS and ATS segments were as follows: Twelve Months Ended Oct 31, 2024 % of Sales Oct 31, 2023 % of Sales % of Sales Change Increase (Decrease) IPS $ 470,559 31.7% $ 460,889 33.1% (1.4)% $ 9,670 2.1 % MFS 187,731 27.0% 189,367 28.7% (1.7)% (1,636) (0.9) % ATS 94,231 18.5% 101,662 17.6% 0.9% (7,431) (7.3) % Corporate (78,520) (79,157) 637 (0.8) % Total $ 674,001 25.1% $ 672,761 25.6% (0.5)% $ 1,240 0.2 % Consolidated operating margin decreased by 50 basis points primarily driven by costs related to the first-year effect of acquisitions, which more than offset favorable product mix.
Added
Gross margins improved 1.0 percentage point reflecting the impact of favorable product mix and lower incremental inventory step-up amortization related to acquisitions in 2024 versus 2023, while the increase in selling and administrative expenses was primarily driven by acquisitions. Interest and Other expenses Interest expense in 2025 was $104,156, an increase of $15,232, or 17.1 percent, from 2024 .
Removed
The income tax provision for 2024 included a tax benefit of $4,037 due to our share-based payment transactions. Our income tax provision for 2023 included a tax benefit of $4,286 due to our share-based payment transactions.
Added
This represented a 3.7 percent increase in net income and a 5.0 percent increase in diluted earnings per share. The increase of $0.40 per diluted share was primarily driven by higher operating profit, a lower effective tax rate and the benefit of share repurchases, partially offset by higher interest expense from the funding of acquisitions.
Removed
Net Income Net income was $467,284, or $8.11 per diluted share, in 2024, compared to net income of $487,493, or $8.46 per diluted share, in 2023. This represented a 4.1 percent decrease in net income and a 4.1 percent decrease in diluted earnings per share.
Added
During 2025, the Company was able to utilize its strong cashflow generation to repurchase over $300 million in common shares, reduce debt outstanding by approximately $224 million, pay $179 million in dividends, and fund capital projects to drive organic growth.
Removed
The decrease of $0.35 per diluted share was primarily driven by higher interest expense in 2024 compared to 2023. Liquidity and Capital Resources Cash and cash equivalents increased $273 in 2024 to $115,952 as of October 31, 2024 compared to $115,679 as of October 31, 2023.
Added
At October 31, 2025, we had $265,000 outstanding on the term loan facility and $135,000 outstanding on the revolving credit facility. Nordson Corporation 28 Table of Contents Our operating performance, balance sheet position and financial ratios for 2025 remained strong. We are in compliance with all covenants in the agreements governing our debt as of October 31, 2025.
Removed
Additions to property, plant and equipment were largely driven by productivity and growth projects, including a new manufacturing facility.
Added
However, the impact of 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.
Removed
In anticipation of the ARAG acquisition, the Company entered into a €760,000 senior unsecured term loan facility with a group of banks in August 2023 (the "364-Day Term Loan Facility").
Added
Contractual and Other Material Cash Obligations The Company’s cash requirements under contractual obligations include: • Debt and related interest – Refer to Note 9 to the Consolidated Financial Statements for further detail of the Company’s debt and timing of expected future principal payments. • Payments for leases - Refer to Note 10 to the Consolidated Financial Statements for further detail of our obligations and the timing of expected future payments. • Pension and postretirement plan contributions - Refer to Note 7 to the Consolidated Financial Statements for further detail of our obligations and expected contributions. • Purchase obligations - The Company enters into purchase orders for materials used in our manufacturing processes in the ordinary course of business.
Removed
On September 13, 2023, the Company completed an underwritten public offering of $350,000 aggregate principal amount of the Company’s 5.600% Notes due 2028 (the “2028 Notes”) and $500,000 aggregate principal amount of the Company’s 5.800% Notes due 2033 (together with the 2028 Notes, the “Notes").
Added
As of October 31, 2025, the Company has purchase obligations to support the operation of its business similar to those included in historical cash flow trends.
Removed
The Company used the net proceeds from the sale of the Notes to repay its borrowings under the 364-Day Term Loan Facility. At October 31, 2024, we had $280,000 outstanding on the term loan facility and $240,000 outstanding on the revolving credit facility.
Removed
In anticipation of the Atrion acquisition, the Company entered into a 364-Day Term Loan Agreement with Morgan Stanley Senior Funding for $500,000 on June 21, 2024, with a maturity date of August 20, 2025. In September 2024, the Company completed an underwritten public offering of $600,000 aggregate principal amount of 4.500% Notes due 2029 (the "2029 Notes").
Removed
The Company used a portion of the net proceeds from the sale of the 2029 Notes to repay all of the outstanding borrowings under the 364-Day Term Loan Agreement plus accrued and unpaid interest. Nordson Corporation 30 Table of Contents Our operating performance, balance sheet position and financial ratios for 2024 remained strong.
Removed
Contractual and Other Material Cash Obligations The following table summarizes contractual and other material cash obligations as of October 31, 2024: Payments Due by Period Total Less than 1 Year 1-3 Years 4-5 Years After 5 Years Debt (1) $ 2,223,928 $ 103,928 $ 970,000 $ 650,000 $ 500,000 Interest payments on long-term debt (1) 507,213 77,925 240,462 101,826 87,000 Finance lease obligations (2) 19,015 5,713 7,273 1,854 4,175 Operating leases (2) 106,686 18,784 31,815 21,441 34,646 Contributions related to pension and postretirement benefits (3) 6,622 6,622 — — — Purchase obligations (4) 178,684 174,321 4,357 6 — Total obligations $ 3,042,148 $ 387,293 $ 1,253,907 $ 775,127 $ 625,821 (1) Refer to Note 8 to the Consolidated Financial Statements for further discussion.
Removed
(2) Refer to Note 9 to the Consolidated Financial Statements for further discussion. (3) Pension and postretirement plan funding amounts reflect known amounts over the next twelve months. Future amounts will be determined based on the future funded status of the plans and therefore cannot be estimated at this time.
Removed
Refer to Note 6 to the Consolidated Financial Statements for further discussion. (4) Purchase obligations primarily represent commitments for materials used in our manufacturing processes that are not recorded on our Consolidated Balance Sheet.
Removed
New 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.
Removed
The guidance in ASU 2023-07 will 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.
Removed
The Company is currently evaluating the impact that the adoption of ASU 2023-07 will have on its consolidated financial statements and disclosures and anticipates adoption in 2025. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures .
Removed
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.
Removed
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 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.
Removed
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 Nordson Corporation 31 Table of Contents effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027.
Removed
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.
Removed
Effects of Foreign Currency The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate.
Removed
As a general rule, a weakening of the United States dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect. In 2024, as compared with 2023, the United States dollar was slightly stronger against foreign currencies.
Removed
If 2023 exchange rates had been in effect during 2024, sales would have been approximately $3,352 higher and third-party costs would have been approximately $903 higher. In 2023, as compared with 2022, the United States dollar was generally stronger against foreign currencies.
Removed
If 2022 exchange rates had been in effect during 2023, sales would have been approximately $23,153 higher and third-party costs would have been approximately $15,210 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.
Removed
Trends Our solid historical performance is attributed to our diverse geographic and end market participation and our long-term commitment to develop and provide quality products and worldwide service to meet our customers’ changing needs.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

3 edited+5 added−2 removed2 unchanged
Biggest changeThe weighted average interest rate of this variable-rate debt wa s 5.66 pe rcent at October 31, 2024 and 6.26 percent at October 31, 2023. As of October 31, 2024, a one percent increase in interest rates would result in additional annual interest expense of approximately $5,383 on the variable rate long-term debt. Nordson Corporation 33 Table of Contents
Biggest changeAs of October 31, 2025, a one percent increase in interest rates would result in additional annual interest expense of approximately $7,000 on the variable rate long-term debt and debt that has been swapped to floating rates. Nordson Corporation 30 Table of Contents
We regularly use foreign exchange contracts to reduce our risks related to most of these transactions. These contracts, primarily associated with the euro, yen and pound sterling, typically have maturities of 90 days or less, and generally require the exchange of foreign currencies for United States dollars at rates stated in the contracts.
We regularly use foreign exchange contracts to reduce our risks related to most of these transactions. These contracts, primarily associated with the euro, yen and pound sterling, typically have maturities of 90 days or less, and generally require the exchange of foreign currencies for U.S. dollars at rates stated in the contracts.
Refer to Note 11 to the Consolidated Financial Statements for further discussion about our foreign currency transactions and the methods and assumptions used to record these transactions. A portion of our operations is financed with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates.
Refer to Note 12 to the Consolidated Financial Statements for further discussion about our foreign currency transactions and the methods and assumptions used to record these transactions. A portion of our operations is financed with short-term and long-term borrowings and is subject to market risk arising from changes in interest rates. We have variable-rate long-term debt.
Removed
The tables that follow present principal repayments and weighted-average interest rates on outstanding borrowings of fixed-rate debt.
Added
The impact of changes in foreign currency exchange rates on sales and operating results cannot be precisely measured due to fluctuating selling prices, sales volume, product mix and cost structures in each country where we operate.
Removed
At October 31, 2024 2025 2026 2027 2028 2029 Thereafter Total Value Fair Value Annual repayments of long-term debt $85,643 $50,000 $10,000 $390,000 $620,000 $530,000 $1,685,643 $1,690,395 Average interest rate on total borrowings outstanding during the year 3.7% 3.8% 3.2% 5.4% 4.5% 5.7% 5.0% At October 31, 2023 2024 2025 2026 2027 2028 Thereafter Total Value Fair Value Annual repayments of long-term debt $110,643 $85,642 $50,000 $10,000 $390,000 $550,000 $1,196,285 $1,148,356 Average interest rate on total borrowings outstanding during the year 3.6% 3.7% 3.8% 3.2% 5.4% 5.7% 5.1% We also have variable-rate long-term debt.
Added
As a general rule, a weakening of the U.S. dollar relative to foreign currencies has a favorable effect on sales and net income, while a strengthening of the dollar has a detrimental effect. In 2025, as compared with 2024, the U.S. dollar was slightly weaker against foreign currencies.
Added
If 2024 exchange rates had been in effect during 2025, sales would have been approximately $7,359 lower and costs would have been approximately $6,305 lower. In 2024, as compared with 2023, the U.S. dollar was slightly stronger against foreign currencies.
Added
If 2023 exchange rates had been in effect during 2024, sales would have been approximately $3,352 higher and costs would have been approximately $902 higher. These effects on reported sales do not include the impact of local price adjustments made in response to changes in currency exchange rates.
Added
The weighted average interest rate of this variable-rate debt wa s 5.10 pe rcent at October 31, 2025 and 5.66 percent at October 31, 2024. We also have fixed rate long term debt that has been swapped to floating rates.

Other NDSN 10-K year-over-year comparisons