10-K – 2025-12-17 – ndsn-20251031.htm

Issuance of common shares 9,014   31,067   21,373  
Purchase of treasury shares ( 306,367 ) ( 33,339 ) ( 89,708 )
Dividends paid ( 179,069 ) ( 161,438 ) ( 150,356 )
Net cash provided (used) in financing activities ( 706,431 ) 294,495   750,512  
Effect of exchange rate changes on cash 6,436   ( 6,017 ) ( 2,693 )
Increase (decrease) in cash and cash equivalents ( 7,510 ) 273   ( 47,778 )
Cash and cash equivalents at beginning of year 115,952   115,679   163,457  
Cash and cash equivalents at end of year $ 108,442   $ 115,952   $ 115,679  

The accompanying notes are an integral part of the consolidated financial statements.
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Notes to Consolidated Financial Statements

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. Unless the context otherwise indicates, all references to “we” or the “Company” mean Nordson Corporation.
Unless otherwise noted, all references to years relate to our fiscal year.

Note 1 — Significant accounting policies
Consolidation — The consolidated financial statements include the accounts of Nordson Corporation and its 100%-owned and controlled subsidiaries. Investments in affiliates and joint ventures in which our ownership is 50 percent or less or in which we do not have control but have the ability to exercise significant influence, are accounted for under the equity method. All significant intercompany accounts and transactions have been eliminated in consolidation.
Use of estimates — The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the Consolidated Financial Statements and notes. Actual amounts could differ from these estimates.
Fiscal year — Our fiscal year is November 1 through October 31.
Revenue recognition — A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. 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. For products in which control transfers upon delivery, revenue is deferred for undelivered items and included within Accrued liabilities in our Consolidated Balance Sheets. Revenues deferred as of October 31, 2025 and 2024 were not material.
For certain contracts related to the sale of customer-specific products, revenue is recognized over time as we satisfy performance obligations because of the continuous transfer of control to the customer. The continuous transfer of control to the customer occurs as we enhance assets that are customer controlled, and we are contractually entitled to payment for work performed to date plus a reasonable margin.  
As control transfers over time for these products or services, revenue is recognized based on progress toward completion of the performance obligations. The selection method to measure progress towards completion requires judgment and is based on the nature of the products or services to be provided. We have elected to use the input method – costs incurred for these contracts because it best depicts the transfer of products or services to the customer based on incurring costs on the contract. Under this method, revenues are recorded proportionally as costs are incurred. Contract assets recognized are recorded in Prepaid expenses and other current assets and contract liabilities are recorded in Accrued liabilities in our Consolidated Balance Sheets and were not material at October 31, 2025 or 2024. Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues for October 31, 2025 and 2024.
Revenue is measured as the amount of consideration we expect to be entitled to in exchange for transferring products or services. Taxes, including sales and value add, that we collect concurrently with revenue-producing activities are excluded from revenue. As a practical expedient, we may exclude the assessment of whether goods or services are performance obligations, if they are immaterial in the context of the contract and combine these with other performance obligations. While payment terms and conditions vary by contract type, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a significant portion of these costs are incurred prior to transfer of control to the customer. We have also elected to apply the practical expedient to expense sales commissions as they are incurred, as the amortization period resulting from capitalizing the costs is one year or less. These costs are recorded within Selling and administrative expenses in our Consolidated Statements of Income.
We offer assurance-type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term and is not material. Certain arrangements may include installation, installation supervision, training and spare parts, which tend to be completed in a short period of time, at an insignificant cost, and utilizing skills not unique to us, therefore, these items are typically regarded as inconsequential or not material.
We disclose disaggregated revenues by operating segment and geography in accordance with the revenue standard and on the same basis used internally by the chief operating decision maker for evaluating performance of operating segments and for allocating resources. Refer to Note 15 for details on our operating segments.
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Notes to Consolidated Financial Statements — (Continued)

Shipping and handling costs — Amounts billed to customers for shipping and handling are recorded as revenue. Shipping and handling expenses are included in cost of sales.
Advertising costs — Advertising costs are expensed as incurred and we re $ 8,807 , $ 8,923 and $ 7,635 in 2025, 2024 and 2023, respectively.
Research and development — Investments in research and development are important to our long-term growth, enabling us to keep pace with changing customer and marketplace needs through the development of new products and new applications for existing products. We place strong emphasis on technology developments and improvements through internal engineering and research teams. Research and development costs are expensed as incurred and were $ 68,239 , $ 64,992 and $ 71,400 in 2025, 2024 and 2023, respectively.
Earnings per share — Basic earnings per share are computed based on the weighted-average number of common shares outstanding during each year, while diluted earnings per share are based on the weighted-average number of common shares and common share equivalents outstanding. Common share equivalents consist of shares issuable upon exercise of stock options computed using the treasury stock method, as well as restricted stock and deferred stock-based compensation. Options whose exercise price is higher than the average market price are excluded from the calculation of diluted earnings per share because the effect would be anti-dilutive. Options f or 226 c ommon shares were excluded from the diluted earnings per share calculation in 2025 and 74 and 140 options were excluded from the calculation of diluted earnings per share in 2024 and 2023, respectively, because their effect would have been anti-dilutive. Under the 2021 Stock Incentive and Award Plan, executive officers and selected other key employees receive common share awards based on corporate performance measures over three-year performance periods. Awards for which performance measures have not been met were excluded from the calculation of diluted earnings per share.
Cash and cash equivalents — Highly liquid instruments with maturities of 90 days or less at date of purchase are considered to be cash equivalents.
Allowance for doubtful accounts — An allowance for doubtful accounts is maintained for estimated losses resulting from the inability of customers to make required payments. The amount of the allowance is determined principally on the basis of past collection experience and known factors regarding specific customers. Accounts are written off against the allowance when it becomes evident that collection will not occur. Credit is extended to customers satisfying pre-defined credit criteria. We believe we have limited concentration of credit risk due to the diversity of our customer base.
Our primary allowance for credit losses is the allowance for doubtful accounts, which is principally determined based on aging of receivables. Receivables are exposed to credit risk based on the customers' ability to pay which is influenced by, among other factors, their financial liquidity. We perform ongoing customer credit evaluation to maintain sufficient allowances for potential credit losses. Our segments perform credit evaluation and monitoring to estimate and manage credit risk through the review of customer information, credit ratings, approval and monitoring of customer credit limits and assessment of market conditions. We may also require prepayments or bank guarantees from customers to mitigate credit risk. Our receivables are generally short-term in nature with a majority of receivables outstanding less than 90 days. Accounts receivable balances are written-off against the allowance if deemed uncollectible.
Accounts receivable are net of an allowance for credit losses of $ 7,408  and $ 9,769  at October 31, 2025 and October 31, 2024, respectively. The provision for losses on receivables was $ 768 for the year ended October 31, 2025 compared to $ 619 for the prior year. The remaining change in the allowance for credit losses is principally related to the write-off of uncollectible accounts.
Inventories — Inventories are valued at the lower of cost or net realizable value.
Derivatives — The Company uses derivative instruments to manage foreign currency and interest rate risk as detailed below. The Company does not enter into derivative instruments for trading purposes. Refer to Note 12 for additional details.
Property, plant and equipment and depreciation — Property, plant and equipment are carried at cost. Additions and improvements that extend the lives of assets are capitalized, while expenditures for repairs and maintenance are expensed as incurred. Plant and equipment are depreciated for financial reporting purposes using the straight-line method over the estimated useful lives of the assets or, in the case of property under finance leases, over the terms of the leases. Leasehold improvements are depreciated over the shorter of the lease term or their useful lives.

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Notes to Consolidated Financial Statements — (Continued)

Useful lives are as follows:

Land improvements 15 - 25 years

Buildings 20 - 40 years

Machinery and equipment 3 - 18 years

Enterprise management systems 5 - 13 years

Depreciation expense is included in Cost of sales and Selling and administrative expenses on the Consolidated Statements of Income. Internal use software costs are expensed or capitalized depending on whether they are incurred in the preliminary project stage, application development stage or the post-implementation stage. Amounts capitalized are amortized over the estimated useful lives of the software beginning with the project’s completion. All re-engineering costs are expensed as incurred. Interest costs on significant capital projects are capitalized. No interest was capitalized in 2025, 2024 or 2023.
Goodwill and intangible assets — Goodwill is the excess of cost of an acquired entity over the amounts assigned to assets acquired and liabilities assumed in a business combination. Goodwill relates to and is assigned directly to specific reporting units. Goodwill is not amortized but is subject to annual impairment testing. Our annual impairment testing is performed as of August 1. Testing is done more frequently if an event occurs or circumstances change that would indicate the fair value of a reporting unit is less than the carrying amount of those assets.
The acquisitions of our businesses are accounted for under the acquisition method of accounting. The amounts assigned to the identifiable assets acquired and liabilities assumed in connection with acquisitions are based on estimated fair values as of the date of the acquisition, with the remainder, if any, recorded as goodwill. The fair values are determined by management, taking into consideration information supplied by the management of the acquired entities, and other relevant information. Such information typically includes valuations obtained from independent appraisal experts, which management reviews and considers in its estimates of fair values. The valuations are generally based upon future cash flow projections for the acquired assets, discounted to present value. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future revenue growth rates and EBITDA margins, discount rates, customer attrition rates, and asset lives, among other items. This judgment could result in either a higher or lower value assigned to amortizable or depreciable assets. The impact could result in either higher or lower amortization and/or depreciation expense.
Other amortizable intangible assets, which consist primarily of patent/technology costs, customer relationships, non-compete agreements and trade names, are amortized over their useful lives on a straight-line basis.
At October 31, 2025, the weighted-average useful lives for each major category of amortizable intangible assets were:

Patent/technology costs 11 years
Customer relationships 17 years
Noncompete agreements 4 years
Trade names 10 years

Investments — The Company holds minority interests in certain companies that do not have readily determinable fair values. For each qualifying investment, the Company elects the measurement alternative under ASC 321, initially recognizing the investment at cost and subsequently adjusting the carrying amount for (i) impairment, and (ii) observable price changes in orderly transactions for an identical or similar investment of the same issuer. Investments subject to the measurement alternative are classified in Other assets on the Consolidated Balance Sheets and were $ 13,996 , and $ 15,061 , at October 31, 2025 and October 31, 2024, respectively. Adjustments (upward or downward) and impairment losses, if any, are recognized in earnings within Other-net and were not material for fiscal 2025 and 2024. If a readily determinable fair value for the investments subsequently becomes available, we will be required to record the investment at fair value with any unrealized gains or losses being recognized in earnings each period.
Foreign currency translation — The financial statements of subsidiaries outside the United States are generally measured using the local currency as the functional currency. Assets and liabilities of these subsidiaries are translated at the rates of exchange at the balance sheet dates. Income and expense items are translated at average monthly rates of exchange. The resulting translation adjustments are included in accumulated other comprehensive income/loss (AOCI), a separate component of Shareholders’ equity. Generally, gains and losses from foreign currency transactions, including forward contracts, of these subsidiaries and the United States parent are included in net income. Gains and losses from intercompany foreign currency transactions of a long-term investment nature are included in AOCI.

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Notes to Consolidated Financial Statements — (Continued)

Accumulated other comprehensive loss — Changes in AOCI for the years ended October 31, 2025, 2024 and 2023 consisted of:

Cumulative
translation
and related hedging instruments Pension and
postretirement benefit
plan adjustments Accumulated
other comprehensive loss
Balance at October 31, 2022 (1)
$ ( 160,046 ) $ ( 47,736 ) $ ( 207,782 )
Other comprehensive (loss) income before reclassification adjustments 31,409   ( 19,804 ) 11,605  
Reclassifications from AOCI to Statement of Income (2)
—  ( 308 ) ( 308 )
Tax impact ( 4,643 ) 4,687   44  
Balance at October 31, 2023 (1)
( 133,280 ) ( 63,161 ) ( 196,441 )
Other comprehensive (loss) income before reclassification adjustments 11,024   ( 6,129 ) 4,895  
Reclassifications from AOCI to Statement of Income (2)
—  ( 419 ) ( 419 )
Tax impact 5,366   1,759   7,125  
Balance at October 31, 2024 (1)
( 116,890 ) ( 67,950 ) ( 184,840 )
Other comprehensive (loss) income before reclassification adjustments 57,857   22,953   80,810  
Reclassifications from AOCI to Statement of Income (2)
—   1,060   1,060  
Tax impact 8,515   ( 6,002 ) 2,513  
Balance at October 31, 2025 (1)
$ ( 50,518 ) $ ( 49,939 ) $ ( 100,457 )

(1) Amounts net of tax.
(2) Included in the computation of net periodic cost (benefit) which is included in Other - net in our Consolidated Statements of Income. See Note 7.
Warranties — We offer warranties to our customers depending on the specific product and terms of the customer purchase agreement. A typical warranty program requires that we repair or replace defective products within a specified time period (generally one year ) measured from the date of delivery or first use. We record an estimate for future warranty-related costs based on actual historical return rates. Based on analysis of return rates and other factors, the adequacy of our warranty provisions is adjusted as necessary. The liability for warranty costs is included in Accrued liabilities in the Consolidated Balance Sheets.
Following is a reconciliation of the product warranty liability as of October 31, 2025 and 2024:

  2025 2024
Balance at beginning of year $ 13,538   $ 14,401  
Accruals for warranties 10,869   14,965  
Warranty payments ( 10,732 ) ( 15,717 )
Currency adjustments 225   ( 111 )
Balance at end of year $ 13,900   $ 13,538  

Note 2 — Recently issued 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. The guidance in ASU 2023-07 is to 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. The Company adopted the guidance of ASU 2023-07 during the fourth quarter of 2025. See Note 15.

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Notes to Consolidated Financial Statements — (Continued)

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . 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. 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. 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 effective for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027. 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.

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

Preliminary Measurement period adjustments Final
Cash $ 24,428   $ —  $ 24,428  
Receivables - net 20,883   —  20,883  
Inventories - net 64,801   3,689   68,490  
Goodwill 494,279   ( 14,130 ) 480,149  
Intangibles 129,600   —  129,600  
Other assets 158,059   ( 586 ) 157,473  
Total Assets $ 892,050   $ ( 11,027 ) $ 881,023  

Accounts payable $ 25,587   $ —  $ 25,587  
Deferred income taxes 31,221   ( 6,414 ) 24,807  
Other liabilities 20,818   ( 4,613 ) 16,205  
Total Liabilities $ 77,626   $ ( 11,027 ) $ 66,599  

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Notes to Consolidated Financial Statements — (Continued)

2023 Acquisitions
On August 24, 2023, the Company completed the acquisition of the ARAG Group and its subsidiaries ("ARAG Group" or "ARAG") pursuant to the terms of the Sale and Purchase Agreement, dated as of June 25, 2023, by and among the Company, its Italian subsidiary, Capvis Equity V LP, DRIP Co-Investment, and certain individuals. ARAG is a global market and innovation leader in the development, production and supply of precision control systems and smart fluid components for agricultural spraying. ARAG operates as a division of our Industrial Precision Solutions segment. In anticipation of the 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”). The all-cash ARAG acquisition of approximately € 957,000 , net of the repayment of approximately € 30,300 of debt of the acquired companies, was funded using borrowings under the 364-Day Term Loan Facility and the Company's revolving credit facility. The 364-Day Term Loan Facility was subsequently paid off in September 2023 with the net proceeds of a senior notes offering (see Note 9 to the Consolidated Financial Statements for additional details). Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 684,938 and identifiable intangible assets of $ 353,500 were recorded. The identifiable intangible assets consist primarily of $ 27,500 of tradenames (amortized over 9 years ), $ 31,000 of technology (amortized over 5 years ), and $ 295,000 of customer relationships (amortized over 22 years ). Goodwill associated with the acquisition was not tax deductible. The purchase price allocation was finalized in 2024. The financial results of the ARAG Group, from the acquisition date through October 31, 2023, were not material to our Consolidated Financial Statements.
The assets and liabilities acquired were as follows:

August 24, 2023
Cash $ 32,966  
Receivables - net 31,081  
Inventories - net 54,252  
Goodwill 684,938  
Intangibles 353,500  
Other assets 55,963  
Total Assets $ 1,212,700  

Accounts payable $ 18,915  
Deferred income taxes 100,097  
Other liabilities 15,785  
Total Liabilities $ 134,797  

On November 3, 2022, we acquired 100 % of CyberOptics Corporation ("CyberOptics"). CyberOptics is a leading global developer and manufacturer of high-precision 3D optical s ensing technology solutions. The CyberOptics acquisition expanded our test and inspection platform, providing differentiated technology that expands our product offering in the semiconductor and electronics industries and is reported in our Advanced Technology Solutions segment. We acquired CyberOptics for an aggregate purchase price of $ 377,843 , net of cash of approximately $ 40,890 , funded using borrowings under our revolving credit facility and cash on hand. Based on the fair value of the assets acquired and the liabilities assumed, goodwill of $ 285,330 and identifiable intangible assets of $ 58,600 were recorded. The identifiable intangible assets consist primarily of $ 15,200 of tradenames (amortized over 15 years), $ 14,600 of technology (amortized over 7 years), and $ 28,800 of customer relationships (amortized over 12 years). Goodwill associated with the acquisition was not tax deductible . The purchase price allocation was finalized in 2023. The financial results of CyberOptics were not material to our Consolidated Financial Statements.

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Notes to Consolidated Financial Statements — (Continued)

The assets and liabilities acquired were as follows:

  November 3, 2022
Cash $ 40,890  
Receivables - net 21,364  
Inventories - net 33,639  
Goodwill 285,330  
Intangibles 58,600  
Other assets 13,768  
Total Assets $ 453,591  
 
Accounts payable $ 8,109  
Deferred income taxes 14,826  
Other liabilities 11,923  
Total Liabilities $ 34,858  

Note 4 — Divestiture and related charges
On September 2, 2025 we completed the sale of select product lines in the medical contract manufacturing business within the Medical and Fluid Solutions segment. We recorded a loss on the sale of $ 5,857 .
In the third quarter of 2025, as part of the Company's exit from the medical contract manufacturing business, the Company also announced the planned closure of its remaining medical contract manufacturing facility and recognized a charge of $ 6,688 , principally associated with the write-off of leasehold improvements and the write-down of an operating right of use lease asset.
Excluding the non-cash divestiture and related charges of $ 12,545 recorded in 2025, the operating results of the medical contract manufacturing business were not material to our Consolidated Financial Statements for any period presented.
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Notes to Consolidated Financial Statements — (Continued)

Note 5 — Details of Consolidated Balance Sheet
2025 2024
Receivables:
Accounts $ 560,732   $ 571,381  
Notes 3,814   595  
Other 30,705   32,456  
  595,251   604,432  
Allowance for doubtful accounts ( 7,408 ) ( 9,769 )
  $ 587,843   $ 594,663  
Inventories:
Finished goods $ 234,710   $ 256,465  
Raw materials and component parts 230,907   250,477  
Work-in-process 57,306   55,790  
  522,923   562,732  
Obsolescence and other reserves ( 78,109 ) ( 85,797 )
  $ 444,814   $ 476,935  
Property, plant and equipment:
Land $ 32,579   $ 32,018  
Land improvements 4,914   4,822  
Buildings 360,038   354,854  
Machinery and equipment 682,093   649,510  
Enterprise management system 53,694   53,401  
Construction-in-progress 29,522   58,362  
Leased property under finance leases 27,680   29,404  
  1,190,520   1,182,371  
Accumulated depreciation ( 673,606 ) ( 637,764 )
  $ 516,914   $ 544,607  
Accrued liabilities:
Salaries and other compensation $ 86,103   $ 77,799  
Interest 18,931   13,800  
Taxes other than income taxes 18,339   13,560  
Warranty 13,900   13,538  
Net Investment Contracts 676   10,675  
Pension and other employee benefits 7,778   8,919  
Commissions and rebates 8,678   6,844  
Foreign currency forward contracts 15,350   5,508  
Other 59,340   74,588  
  $ 229,095   $ 225,231  

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Notes to Consolidated Financial Statements — (Continued)

Note 6 — Goodwill and intangible assets
We account for goodwill and other intangible assets in accordance with the provisions of ASC 350 and account for business combinations using the acquisition method of accounting and accordingly, the assets and liabilities of the entities acquired are recorded at their estimated fair values at the acquisition date. Goodwill is the excess of purchase price over the fair value of tangible and identifiable intangible net assets acquired in various business combinations. Goodwill is not amortized but is subject to annual impairment testing. Our annual impairment testing is performed as of August 1. Testing is done more frequently if an event occurs or circumstances change that would indicate the fair value of a reporting unit is less than the carrying amount of those assets. We assess the fair value of reporting units on an annual basis using a quantitative analysis that uses a combination of the Income Approach and the guideline public company method of the Market Approach, and compare the result against the reporting unit’s carrying value of net assets. The implied fair value of our reporting units is determined based on significant unobservable inputs, as discussed below; accordingly, these inputs fall within Level 3 of the fair value hierarchy. The Income Approach uses assumptions for revenue growth, operating margin and working capital turnover that are based on management’s strategic plans tempered by performance trends and reasonable expectations about those trends. Terminal value calculations employ a published formula known as the Gordon Growth Model Method that essentially captures the present value of perpetual cash flows beyond the last projected period assuming a constant Weighted Average Cost of Capital ("WACC") methodology and growth rate. For each reporting unit, a sensitivity analysis is performed to vary the discount and terminal growth rates in order to provide a range of reasonableness for detecting impairment. Discount rates are developed using a WACC methodology. 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.
In the application of the guideline public company method, fair value is determined using transactional evidence for similar publicly traded equity. The comparable company guideline group is determined based on relative similarities to each reporting unit since exact correlations are not available. An indication of fair value for each reporting unit is based on the placement of each reporting unit within a range of multiples determined for its comparable guideline company group. Valuation multiples are derived by dividing latest twelve-month performance for revenues and Earnings Before Interest, Taxes, Depreciation and Amortization ("EBITDA") into total invested capital, which is the sum of traded equity plus interest bearing debt less cash. These multiples are applied against the revenue and EBITDA of each reporting unit. While the implied indications of fair value using the guideline public company method yield meaningful results, the discounted cash flow method of the Income Approach includes management’s thoughtful projections and insights as to what the reporting units will accomplish in the near future. Accordingly, the reasonable, implied fair value of each reporting unit is a blend based on the consideration of both the Income and Market approaches.
An impairment charge is recorded for the amount by which the carrying value of the reporting unit exceeds the fair value of the reporting unit, as calculated in the quantitative analysis described above. Based on our annual impairment tests in 2025, 2024 and 2023, the fair value of each reporting unit exceeded its carrying value, and accordingly, we did not record any goodwill impairment charges in 2025, 2024 or 2023.  
Our reporting units are the same as our reportable operating segments, Industrial Precision Solutions ("IPS"), Medical and Fluid Solutions ("MFS"), and the Advanced Technology Solutions ("ATS") segments.  Changes in the carrying amount of goodwill during 2025 by operating segment:

  Industrial Precision Solutions Medical and Fluid Solutions Advanced Technology Systems Total
Balance at October 31, 2024 $ 1,207,631   $ 1,669,748   $ 403,440   $ 3,280,819  
Acquisitions (1)
—   ( 14,130 ) —   ( 14,130 )
Other (2)
—   ( 10,565 ) —   ( 10,565 )
Division Transfer (3)
( 29,010 ) —   29,010   —  
Currency effect 31,745   2,415   14,401   48,561  
Balance at October 31, 2025 $ 1,210,366   $ 1,647,468   $ 446,851   $ 3,304,685  

(1) Measurement period adjustments related to the acquisition of Atrion. See Note 3 to the Consolidated Financial Statements for additional details.
(2) Allocation of goodwill related to the sale of select product lines in the medical contract manufacturing business.
(3) In the first quarter of 2025, the Measurement and Control Solutions ("MCS") division was transferred from the IPS segment to the ATS segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment. This division transfer reflects the transfer of goodwill from IPS to
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Notes to Consolidated Financial Statements — (Continued)

ATS as a result of this change. In addition, the Company reassessed its reporting units for purposes of annual goodwill impairment testing due to a number of recent developments, including the status of integration activities associated with several significant acquisitions over the last few years and changes in the management of divisions, such as the transfer of MCS to the ATS segment. As a result of this reassessment and in consideration of the Company's management reporting structure, economic characteristics of the divisions and nature of the products and services of those divisions, the Company determined its reporting units should be the same as its operating segments: ATS, IPS and MFS. In accordance with ASC 350, Intangibles - Goodwill and Other , the Company properly assessed for indicators of impairment of goodwill at the time of the reporting unit change, concluding that no impairment existed.
Changes in the carrying amount of goodwill during 2024 by operating segment: 

Industrial Precision Solutions Medical and Fluid Solutions Advanced Technology Systems Total
Balance at October 31, 2023 $ 1,208,996   $ 1,173,858   $ 401,347   $ 2,784,201  
Acquisitions (1)
( 9,962 ) 494,279   —   484,317  

Currency effect 8,597   1,611   2,093   12,301  
Balance at October 31, 2024 $ 1,207,631   $ 1,669,748   $ 403,440   $ 3,280,819  

(1) The IPS decrease reflects ARAG acquisition measurement period adjustments and the MFS increase in goodwill was due to the acquisition of Atrion. See Note 3 to the Consolidated Financial Statements for additional details.
Information regarding intangible assets subject to amortization: 

October 31, 2025
Carrying
Amount Accumulated
Amortization Net Book
Value
Customer relationships $ 899,402   $ 390,751   $ 508,651  
Patent/technology costs 235,255   155,865   79,390  
Trade names 169,127   75,581   93,546  
Noncompete agreements 8,596   8,596   —  
Other 929   929   —  
Total $ 1,313,309   $ 631,722   $ 681,587  

October 31, 2024
Carrying
Amount Accumulated
Amortization Net Book
Value
Customer relationships $ 878,071   $ 339,756   $ 538,315  
Patent/technology costs 232,371   134,187   98,184  
Trade names 167,144   62,887   104,257  
Noncompete agreements 8,502   8,412   90  
Other 500   500   —  
Total $ 1,286,588   $ 545,742   $ 740,846  

Amortization expense for 2025, 2024 and 2023 was $ 79,264 , $ 76,972 and $ 59,719 , respectively. See Note 3 for details regarding intangibles recorded due to acquisitions.
Estimated amortization expense for each of the five succeeding years:

Year Amounts
2026 $ 77,765  
2027 $ 69,053  
2028 $ 66,061  
2029 $ 60,541  
2030 $ 57,533  

Nordson Corporation 45

Table of Contents
Notes to Consolidated Financial Statements — (Continued)

Note 7 — Retirement, pension and other postretirement plans
Retirement plans — We have funded contributory retirement plans covering certain employees. Our contributions are primarily determined by the terms of the plans, subject to the limitation that they shall not exceed the amounts deductible for income tax purposes. We also sponsor unfunded contributory supplemental retirement plans for certain employees. Generally, benefits under these plans vest gradually over a period of approximately three years from date of employment and are based on the employee’s contribution. The expense applicable to retirement plans for 2025, 2024 and 2023 was approximately $ 32,351 , $ 30,564 and $ 29,511 , respectively.
Pension plans — We have various pension plans covering a portion of our United States and international employees. Pension plan benefits are generally based on years of employment and, for salaried employees, the level of compensation. Actuarially determined amounts are contributed to United States plans to provide sufficient assets to meet future benefit payment requirements. We also sponsor an unfunded supplemental pension plan for certain employees. International subsidiaries fund their pension plans according to local requirements.
A reconciliation of the benefit obligations, plan assets, accrued benefit cost and the amount recognized in financial statements for pension plans is as follows:

United States International
2025 2024 2025 2024
Change in benefit obligation:        
Benefit obligation at beginning of year $ 368,348   $ 319,186   $ 69,363   $ 62,813  
Service cost 10,123   10,043   604   942  
Interest cost 18,766   18,975   2,526   2,766  
Participant contributions —   —   70   82  

Settlements —   ( 1,659 ) —   ( 805 )

Foreign currency exchange rate change —   —   2,820   2,320  
Actuarial (gain) loss ( 10,835 ) 30,709   ( 13,798 ) 4,086  
Benefits paid ( 10,836 ) ( 8,906 ) ( 2,641 ) ( 2,841 )
Benefit obligation at end of year $ 375,566   $ 368,348   $ 58,944   $ 69,363  

Change in plan assets:
Beginning fair value of plan assets $ 366,042   $ 321,676   $ 44,829   $ 39,863  
Actual return on plan assets 25,118   52,744   ( 5,977 ) 4,460  
Company contributions 10,509   2,187   1,606   2,104  
Participant contributions —   —   70   82  
Settlements —   ( 1,659 ) —   ( 805 )
Foreign currency exchange rate change —   —   1,043   1,966  
Benefits paid ( 10,836 ) ( 8,906 ) ( 2,641 ) ( 2,841 )
Ending fair value of plan assets $ 390,833   $ 366,042   $ 38,930   $ 44,829  

Funded status at end of year $ 15,267   $ ( 2,306 ) $ ( 20,014 ) $ ( 24,534 )

Amounts recognized in financial statements:
Noncurrent asset $ 25,446   $ 7,320   $ 14,318   $ 13,716  
Accrued benefit liability ( 1,306 ) ( 977 ) —   ( 6 )
Long-term pension obligations ( 8,873 ) ( 8,649 ) ( 34,332 ) ( 38,244 )
Total amount recognized in financial statements $ 15,267   $ ( 2,306 ) $ ( 20,014 ) $ ( 24,534 )
 
The net actuarial gain included in the projected benefit obligation for the U.S. and international pension plans for 2025 was primarily due to higher discount rates and gains due to changes in demographic assumptions and demographic experience. The net actuarial loss included in the projected benefit obligation for the United States and international pension plans for 2024 was primarily due to lower discount rates partially offset by gains due to demographic experience.
Nordson Corporation 46

Table of Contents
Notes to Consolidated Financial Statements — (Continued)

Amounts recognized in accumulated other comprehensive loss (income):

  United States International
  2025 2024 2025 2024
Net actuarial loss (gain) $ 95,616   $ 107,027   $ ( 8,225 ) $ ( 2,312 )
Prior service cost (credit) —   —   ( 82 ) ( 88 )
Accumulated other comprehensive loss (income) $ 95,616   $ 107,027   $ ( 8,307 ) $ ( 2,400 )

The following table summarizes the changes in accumulated other comprehensive loss (income): 

United States International
2025 2024 2025 2024
Balance at beginning of year $ 107,027   $ 102,506   $ ( 2,400 ) $ ( 3,213 )
Net loss (gain) arising during the year ( 9,516 ) 4,577   ( 6,109 ) 1,197  

Net gain (loss) recognized during the year ( 1,895 ) —   325   ( 29 )
Prior service adjustment recognized during the year —   —   8   8  
Settlement gain (loss) recognized during the year —   ( 56 ) —   ( 95 )

Exchange rate effect during the year —   —   ( 131 ) ( 268 )
Balance at end of year $ 95,616   $ 107,027   $ ( 8,307 ) $ ( 2,400 )

Information regarding the funded status of the Company's plans is as follows:

United States International
2025 2024 2025 2024
For plans with accumulated benefit obligation in excess of plan assets:
Accumulated benefit obligation $ 9,462   $ 10,121   $ 37,518   $ 41,647  
Fair value of plan assets —   —   4,580   5,323  
For plans with projected benefit obligation in excess of plan assets:
Projected benefit obligation 10,179   9,626   38,911   43,574  
Fair value of plan assets —   —   4,580   5,323  

Net periodic pension costs include the following components:

United States International
2025 2024 2023 2025 2024 2023
Service cost $ 10,123   $ 10,043   $ 10,973   $ 604   $ 942   $ 1,096  
Interest cost 18,766   18,975   16,699   2,526   2,766   2,513  
Expected return on plan assets ( 26,437 ) ( 26,611 ) ( 26,116 ) ( 2,499 ) ( 1,626 ) ( 1,532 )
Amortization of prior service credit —   —   —   ( 8 ) ( 8 ) ( 50 )
Amortization of net actuarial (gain) loss 1,895   —   —   ( 325 ) 29   79  
Settlement loss (gain) —   56   90   —   95   ( 425 )
Curtailment gain —   —   —   —   —   ( 2 )
Total benefit cost $ 4,347   $ 2,463   $ 1,646   $ 298   $ 2,198   $ 1,679  

Net periodic pension cost for 2024 included a settlement loss of $ 151 due to lump sum retirement payments. Net periodic pension cost for 2023 included a settlement gain of $ 335 due to lump sum retirement payments.
The components of net periodic pension cost other than service cost are included in Other – net in our Consolidated Statements of Income .
Nordson Corporation 47

Table of Contents
Notes to Consolidated Financial Statements — (Continued)

The weighted average assumptions used in the valuation of pension benefits were as follows:

United States International
2025 2024 2023 2025 2024 2023
Weighted average assumptions used to determine benefit obligations at October 31:
Discount rate 5.35   % 5.27   % 6.08   % 4.50   % 3.80   % 4.35   %
Rate of compensation increase 3.28   3.96   3.92   3.13   3.08   2.96  
Weighted average assumptions used to determine net benefit costs for the years ended October 31:
Discount rate - benefit obligation 5.27   6.08   5.70   3.80   4.35   3.78  
Discount rate - service cost 5.38   6.18   5.89   4.02   3.48   2.88  
Discount rate - interest cost 5.03   5.84   5.37   3.96   4.28   3.85  
Expected return on plan assets 6.50   6.50   6.40   4.50   4.04   3.75  
Rate of compensation increase 3.96   3.92   3.87   3.08   2.96   3.44  

The amortization of prior service cost is determined using a straight-line amortization of the cost over the average remaining service period of employees expected to receive benefits under the plans.
The discount rate reflects the current rate at which pension liabilities could be effectively settled at the end of the year. The discount rate used considers a yield derived from matching projected pension payments with maturities of a portfolio of available bonds that receive the highest rating given from a recognized investments ratings agency. The changes in the discount rates in 2025, 2024 and 2023 are due to changes in yields for these types of investments as a result of the economic environment.
In determining the expected return on plan assets using the calculated value of plan assets, we consider both historical performance and an estimate of future long-term rates of return on assets similar to those in our plans. We consult with and consider the opinions of financial and other professionals in developing appropriate return assumptions. The rate of compensation increase is based on management’s estimates using historical experience and expected increases in rates.
In 2024 and 2023, the international plans include a cash balance plan with promised interest crediting rates. The weighted average crediting rates were 1.10 percent and 0.70 percent for 2024 and 2023, respectively.
Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when exceeding the accounting corridor, which is set at 10 percent of the greater of the plan assets or benefit obligations. Gains or losses within the corridor remain in other comprehensive income and are retested in subsequent measurements. Gains or losses outside of the corridor are subject to amortization over an average employee future service period that differs by plan. If substantially all of the plan’s participants are no longer actively accruing benefits, the average life expectancy is used.  
The allocation of pension plan assets as of October 31, 2025 and 2024 is as follows:

  United States International
  2025 2024 2025 2024
Asset Category
Equity securities 6   % 3   % —   % —   %
Debt securities 44   45   —   —  
Insurance contracts —   —   17   17  
Pooled investment funds 50   51   81   82  
Other —   1   2   1  
Total 100   % 100   % 100   % 100   %

Our investment objective for defined benefit plan assets is to meet the plans’ benefit obligations, while minimizing the potential for future required plan contributions.
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Table of Contents
Notes to Consolidated Financial Statements — (Continued)

Our U.S. plans comprise 91 percent of the Company's worldwide pension assets. In general, the investment strategies focus on asset class diversification, liquidity to meet benefit payments, and an appropriate balance of long-term investment return and risk. Target ranges for asset allocations are determined by dynamically matching the actuarial projections of the plans’ future liabilities and benefit payments with expected long-term rates of return on the assets, taking into account investment return volatility and correlations across asset classes. For 2025, the target in “return-seeking assets” is 30 percent and 70 percent in longer duration fixed income assets. Plan assets are diversified across multiple investment managers and are invested in liquid funds that are selected to track broad market indices. Investment risk is carefully controlled with plan assets rebalanced to target allocations on a periodic basis and continual monitoring of investment managers’ performance relative to the guidelines established with each investment manager.
Our international plans comprise 9 percent of the Company's worldwide pension assets. Asset allocations are developed on a country-specific basis. Our investment strategy is to cover pension obligations with insurance contracts or to employ independent managers to invest the assets.
The fair values of our pension plan assets at October 31, 2025 by asset category are in the table below:

United States International
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Cash $ 31   $ 31   $ —   $ —   $ 746   $ 746   $ —   $ —  
Money market funds 11,782   11,782   —   —   —   —   —   —  
Equity securities:
Basic materials 590   590   —   —   —   —   —   —  
Consumer goods 1,544   1,544   —   —   —   —   —   —  
Financial 2,580   2,580   —   —   —   —   —   —  
Healthcare 1,737   1,737   —   —   —   —   —   —  
Industrial goods 2,912   2,912   —   —   —   —   —   —  
Technology 2,038   2,038   —   —   —   —   —   —  

Fixed income securities:
U.S. Government 65,184   —   65,184   —   —   —   —   —  
Corporate 101,449   —   101,449   —   —   —   —   —  
Other 7,413   —   7,413   —   —   —   —   —  
Other types of investments:
Insurance contracts —   —   —   —   6,448   —   —   6,448  
Other ( 1,144 ) ( 1,144 ) —   —   —   —   —   —  
Total investments in the fair value hierarchy $ 196,116   $ 22,070   $ 174,046   $ —   $ 7,194   $ 746   $ —   $ 6,448  

Investments measured at Net Asset Value:
Real estate collective funds $ 27,887   $ —  
Pooled investment funds 166,830   31,736  
Total Investments at Fair Value $ 390,833   $ 38,930  

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Table of Contents
Notes to Consolidated Financial Statements — (Continued)

The fair values of our pension plan assets at October 31, 2024 by asset category are in the table below:

United States International
Total Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3
Cash $ —   $ —   $ —  $ —  $ 442   $ 442   $ —  $ — 

Equity securities:
Basic materials 683   683   —  —  —  —  —  — 
Consumer goods 1,788   1,788   —  —  —  —  —  — 
Financial 2,461   2,461   —  —  —  —  —  — 
Healthcare 1,811   1,811   —  —  —  —  —  — 
Industrial goods 2,021   2,021   —  —  —  —  —  — 
Technology 2,104   2,104   —  —  —  —  —  — 

Fixed income securities:
U.S.  Government 58,000   —   58,000   —  —  —  —  — 
Corporate 100,909   —  100,909   —  —  —  —  — 
Other 5,879   —  5,879   —  —  —  —  — 
Other types of investments:
Insurance contracts —  —  —  —  7,390   —  —  7,390  
Other 1,524   1,524   —  —  —  —  —  — 
Total investments in the fair value hierarchy $ 177,180   $ 12,392   $ 164,788   $ —  $ 7,832   $ 442   $ —  $ 7,390  

Investments measured at Net Asset Value:
Real estate collective funds $ 33,270   $ —   
Pooled investment funds 155,592   36,997  
Total Investments at Fair Value $ 366,042   $ 44,829  

These investment funds did not own a significant number of Nordson Corporation common shares for any year presented.
The inputs and methodology used to measure fair value of plan assets are consistent with those described in Note 11. Following are the valuation methodologies used to measure these assets:
• Money market funds - Money market funds are public investment vehicles that are valued with a net asset value of one dollar. This value is a quoted price in an active market and is classified as Level 1.
• Equity securities - Common stocks and mutual funds are valued at the closing price reported on the active market on which the individual securities are traded and are classified as Level 1.
• Fixed income securities - U.S. government securities are valued using bid evaluations and are classified as Level 2. Corporate fixed income securities are valued using evaluated prices, such as dealer quotes, bids and offers and are therefore classified as Level 2.
• Insurance contracts - Insurance contracts are investments with various insurance companies. The contract value represents the best estimate of fair value. These contracts do not hold any specific assets. These investments are classified as Level 3.
• Real estate collective funds – These funds are valued using the net asset value of the underlying properties. Net asset value is calculated using a combination of key inputs, such as revenue and expense growth rates, terminal capitalization rates and discount rates.
• Pooled investment funds - These are public investment vehicles valued using the net asset value. The net asset value is based on the value of the assets owned by the plan, less liabilities. These investments are not quoted on an active exchange.

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Table of Contents
Notes to Consolidated Financial Statements — (Continued)

The following tables present an analysis of changes during the years ended October 31, 2025 and 2024 in Level 3 plan assets, by plan asset class, for U.S. and international pension plans using significant unobservable inputs to measure fair value:

Fair Value Measurements
Using Significant Unobservable
Inputs (Level 3)
Insurance
contracts
Beginning balance at October 31, 2024 $ 7,390  
Actual return on plan assets:

Purchases 1,339  
Sales ( 2,720 )

Unrealized gains 124  
Foreign currency translation 315  
Ending balance at October 31, 2025 $ 6,448  

Fair Value Measurements
Using Significant Unobservable
Inputs (Level 3)
Insurance
contracts
Beginning balance at October 31, 2023 $ 12,224  
Actual return on plan assets:

Purchases 1,428  
Sales ( 7,010 )
Settlements ( 214 )
Unrealized gains 440  
Foreign currency translation 522  
Ending balance at October 31, 2024 $ 7,390  

Contributions to pension plans in 2026 are estimated to be approximately $ 3,171 .
Retiree pension benefit payments, which include expected future service, are anticipated to be paid as follows:

Year United States International
2026 $ 13,677   $ 3,139  
2027 $ 15,833   $ 3,349  
2028 $ 17,849   $ 3,050  
2029 $ 19,901   $ 3,299  
2030 $ 21,535   $ 3,418  
2031-2035 $ 127,749   $ 18,125  

Other postretirement plans - We sponsor an unfunded postretirement health care benefit plan covering certain of our United States employees. Employees hired after January 1, 2002, are not eligible to participate in this plan. For eligible retirees under the age of 65 who enroll in the plan, the plan is contributory in nature, with retiree contributions in the form of premiums that are adjusted annually. For eligible retirees age 65 and older who enroll in the plan, the plan delivers a benefit in the form of a Health Reimbursement Account ("HRA"), which retirees use for eligible reimbursable expenses, including premiums paid for purchase of a Medicare supplement plan or other out-of-pocket medical expenses such as deductibles or co-pays.
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Table of Contents
Notes to Consolidated Financial Statements — (Continued)

A reconciliation of the benefit obligations, accrued benefit cost and the amount recognized in financial statements for other postretirement plans in the United States is as follows:

  2025 2024
Change in benefit obligation:    
Benefit obligation at beginning of year $ 54,252   $ 53,433  
Service cost 234   281  
Interest cost 2,602   3,018  
Participant contributions 533   580  

Actuarial (gain) loss ( 7,198 ) 623  
Benefits paid ( 4,027 ) ( 3,683 )
Benefit obligation at end of year $ 46,396   $ 54,252  

Change in plan assets:
Beginning fair value of plan assets $ —   $ —  
Company contributions 3,494   3,103  
Participant contributions 533   580  
Benefits paid ( 4,027 ) ( 3,683 )
Ending fair value of plan assets $ —   $ —  

Funded status at end of year $ ( 46,396 ) $ ( 54,252 )

Amounts recognized in financial statements:
Accrued benefit liability $ ( 2,842 ) $ ( 2,890 )
Long-term postretirement obligations ( 43,554 ) ( 51,362 )
Total amount recognized in financial statements $ ( 46,396 ) $ ( 54,252 )

The following table summarizes the changes in accumulated other comprehensive (gain) loss:

  2025 2024
Balance at beginning of year $ ( 11,122 ) $ ( 12,336 )
Net (gain) loss arising during the year ( 7,197 ) 623  
Net gain recognized during the year 502   591  

Balance at end of year $ ( 17,817 ) $ ( 11,122 )

Net postretirement benefit costs include the following components:

  2025 2024 2023
Service cost $ 234   $ 281   $ 399  
Interest cost 2,602   3,018   3,063  

Amortization of net actuarial gain ( 502 ) ( 591 ) —  
Total benefit cost $ 2,334   $ 2,708   $ 3,462  

The components of net postretirement benefit cost other than service cost are included in Other – net in our Consolidated Statements of Income.

Nordson Corporation 52

Table of Contents
Notes to Consolidated Financial Statements — (Continued)

The weighted average assumptions used in the valuation of postretirement benefits were as follows:

  2025 2024 2023
Assumptions used to determine benefit obligations at October 31:
Discount rate 5.15   % 5.18   % 6.02   %
Health care cost trend rate 2.32   2.25   3.40  
Rate to which health care cost trend rate is assumed to incline/decline (ultimate trend rate) 1.85   1.80   3.16  
Year the rate reaches the ultimate trend rate 2034 2033 2032
Assumption used to determine net benefit costs for the years ended October 31:
Discount rate benefit obligation 5.18   % 6.02   % 5.59   %
Discount rate service cost 5.44   6.26   6.00  
Discount rate interest cost 4.90   5.76   5.22  

The weighted average health care trend rates reflect expected increases in the Company’s portion of the obligation. The decrease in the health care cost trend rates in 2024 for the U.S. postretirement plan was due to a reduction in the long-term increase assumption for the HRA benefit.
Net actuarial gains or losses are amortized to expense on a plan-by-plan basis when exceeding the accounting corridor, which is set at 10 percent of the greater of the plan assets or benefit obligations. Gains or losses outside of the corridor are subject to amortization over an average employee future service period that differs by plan. If substantially all of the plan’s participants are no longer actively accruing benefits, the average life expectancy is used.
Contributions to postretirement plans in 2026 are estimated to be approximately $ 2,842 .
Retiree postretirement benefit payments are anticipated to be paid as follows:

Year
2026 $ 2,842  
2027 $ 3,034  
2028 $ 3,170  
2029 $ 3,268  
2030 $ 3,370  
2031-2035 $ 17,658  

Nordson Corporation 53

Table of Contents
Notes to Consolidated Financial Statements — (Continued)

Note 8 — Income taxes
Income before income taxes and income tax expense (benefit) are comprised of the following:

2025 2024 2023
Income before income taxes:
Domestic $ 430,297   $ 314,263   $ 269,934  
Foreign 167,351   271,218   345,405  
Total income before income taxes $ 597,648   $ 585,481   $ 615,339  
Current:
U.S. federal $ 73,858   $ 65,085   $ 54,157  
State and local 9,501   2,017   285  
Foreign 42,426   69,652   89,520  
Total current $ 125,785   $ 136,754   $ 143,962  
Deferred:
U.S. federal $ ( 8,868 ) $ ( 11,622 ) $ ( 9,119 )
State and local ( 1,124 ) ( 1,387 ) ( 1,279 )
Foreign ( 2,619 ) ( 5,548 ) ( 5,718 )
Total deferred ( 12,611 ) ( 18,557 ) ( 16,116 )
$ 113,174   $ 118,197   $ 127,846  

A reconciliation of the U.S. statutory federal rate to the worldwide consolidated effective tax rate follows:

  2025 2024 2023
Statutory federal income tax rate 21.00   % 21.00   % 21.00   %

Share-based and other compensation 0.14   ( 0.02 ) ( 0.25 )

Foreign tax rate variances 0.78   1.22   1.83  

State and local taxes, net of federal income tax benefit 1.11   0.08   ( 0.13 )

Foreign-Derived Intangible Income Deduction ( 2.49 ) ( 2.54 ) ( 2.24 )
Global Intangible Low-Taxed Income net of foreign tax credits —   0.40   0.71  
Changes in federal valuation allowances ( 0.73 ) 0.68   1.45  
Changes in unrecognized tax benefits ( 0.25 ) 0.05   ( 0.17 )
Other – net ( 0.62 ) ( 0.68 ) ( 1.42 )
Effective tax rate 18.94   % 20.19   % 20.78   %

Deferred income taxes are not provided on undistributed earnings of international subsidiaries that are intended to be permanently invested in their operations. These undistributed earnings represent the post-income tax earnings under U.S. GAAP not adjusted for previously taxed income which aggregated approximately $ 1,508,911 and $ 1,433,106 at October 31, 2025 and 2024, respectively. Should these earnings be distributed, applicable foreign tax credits, distributions of previously taxed income and utilization of other attributes would substantially offset taxes due upon the distribution. It is not practical to estimate the amount of additional taxes that might be payable on these basis differences because of the multiple methods by which these differences could reverse and the impact of withholding, U.S. state and local taxes and currency translation considerations.
At October 31, 2025 and 2024, total unrecognized tax benefits were $ 5,965 and $ 7,481 , respectively. The amounts that, if recognized, would impact the effective tax rate were $ 5,005 and $ 6,670 at October 31, 2025 and 2024, respectively. During 2025, unrecognized tax benefits related primarily to domestic positions and, as recognized, a substantial portion of the gross unrecognized tax benefits were offset against assets recorded in the Consolidated Balance Sheets.

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Table of Contents
Notes to Consolidated Financial Statements — (Continued)

A reconciliation of the beginning and ending amount of unrecognized tax benefits for 2025, 2024 and 2023 is as follows:

  2025 2024 2023
Gross balance at beginning of year $ 7,481   $ 8,002   $ 2,872  
Additions based on tax positions related to the current year —   300   410  
Additions for tax positions of prior years 80   —   10  
Increases related to acquired businesses —   —   6,602  
Reductions for tax positions of prior years ( 1,296 ) ( 418 ) —  

Lapse of statute of limitations ( 300 ) ( 403 ) ( 1,892 )
Gross balance at end of year $ 5,965   $ 7,481   $ 8,002  

At October 31, 2025 and 2024, we had accrued interest and penalty expense related to unrecognized tax benefits of $ 853 and $ 800 , respectively. We include interest accrued related to unrecognized tax benefits in interest expense. Penalties, if incurred, would be recognized as other income (expense).
We are subject to U.S. Federal income tax as well as income taxes in numerous state and foreign jurisdictions. We are subject to examination in the United States by the Internal Revenue Service ("IRS") for the years 2022 through 2025; years prior to 2022 year are closed to further examination by the IRS. Generally, major state and foreign jurisdiction tax years remain open to examination for years after 2019. Within the next twelve months, it is reasonably possible that certain statute of limitations periods would expire, which could result in a minimal decrease in our unrecognized tax benefits.
Significant components of deferred tax assets and liabilities are as follows:

  2025 2024
Deferred tax assets:
Lease Liabilities $ 19,640   $ 25,254  
Employee benefits 15,192   29,291  
Tax credit and loss carryforwards 27,765   35,258  
Other accruals not currently deductible for taxes 9,966   9,190  
Inventory adjustments 12,883   16,634  
Total deferred tax assets 85,446   115,627  
Valuation allowance ( 24,523 ) ( 33,596 )
Total deferred tax assets $ 60,923   $ 82,031  
Deferred tax liabilities:
Depreciation and amortization $ 235,281   $ 256,183  
Lease right-of-use assets 18,528   24,204  
Other - net ( 11,946 ) ( 3,865 )
Total deferred tax liabilities 241,863   276,522  
Net deferred tax liabilities $ ( 180,940 ) $ ( 194,491 )

At October 31, 2025, we had $ 16,549 of tax credit carryforwards, $ 12,577 of which expires in 2026-2044 and $ 3,972 of which has an indefinite carryforward period. We also had $ 29,055 of state operating loss carryforwards, $ 43,967 of foreign operating loss carryforwards, and a $ 2,917 capital loss carryforward, of which $ 53,403 will expire in 2026 through 2043, and $ 22,536 of which has an indefinite carryforward period. The net change in the valuation allowance was a decrease of $ 9,073 in 2025 and an increase of $ 9,864 in 2024. The valuation allowance of $ 24,523 at October 31, 2025, related primarily to tax credits and loss carryforwards that may expire before being realized. We continue to assess the need for valuation allowances against deferred tax assets based on determinations of whether it is more likely than not that deferred tax benefits will be realized.
One Big Beautiful Bill Act
On July 4, 2025, the One Big Beautiful Bill Act (the "OBBBA") was signed into law in the United States. The OBBBA includes significant tax law changes, such as the permanent extension of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. As the provisions under the OBBBA do not take effect until after the Company’s fiscal year end of October 31, 2025, the effects of these changes are not reflected in the accompanying Consolidated Financial Statements for the year ended October 31, 2025. The Company is currently evaluating the OBBBA’s impact on future tax periods and will update its income
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Notes to Consolidated Financial Statements — (Continued)

tax disclosures in future filings once the impact of the OBBBA has been fully assessed. At this time, the Company does not expect the OBBBA to have a material impact on its deferred tax balances.

Note 9 — Long-term debt
A summary of long-term debt is as follows:

2025 2024
Notes Payable $ —   $ 18,285  
Revolving credit agreement, due 2028 135,000   240,000  
Term loan, due 2026 265,000   280,000  
Senior notes, due 2025 —   8,500  
Senior notes, due 2025-2027 20,000   37,143  
Senior notes, due 2025-2030 130,000   190,000  

5.600% Notes due 2028 350,000   350,000  
5.800% Notes due 2033 500,000   500,000  
4.500% Notes due 2029 600,000   600,000  
2,000,000   2,223,928  
Less current maturities 315,000   103,928  
Less unamortized debt issuance costs 13,167   16,359  
Less bond discounts 2,065   2,444  
Plus impact of interest rate swaps 11,486   —  
Long-term maturities $ 1,681,254   $ 2,101,197  

Revolving credit agreement — In June 2023, we entered into a $ 1,150,000 unsecured multi-currency credit facility with a group of banks, which provides for a term loan facility in the aggregate principal amount of $ 300,000 (the "Term Loan Facility"), maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $ 850,000 (the "Revolving Facility"), maturing in June 2028 (the "Credit Agreement"). In June 2024, the Revolving Facility was amended to increase the aggregate principal amount to $ 922,500 . The Company borrowed and has outstanding $ 265,000 on the Term Loan Facility and $ 135,000 on the Revolving Facility as of October 31, 2025 . The Revolving Facility permits borrowing in U.S. dollars, Euros, Sterling, Swiss Francs, Singapore dollars, Yen, and each other currency approved by a Revolving Facility lender. The Credit Agreement provides that the applicable margin for (i) Risk-Free Rate ("RFR"), as defined in the Credit Agreement, and Eurodollar Loans will range from 0.85 % to 1.20 % and (ii) Base Rate Loans will range from 0.00 % to 0.20 %, in each case, based on the Company’s Leverage Ratio (as defined in the Credit Agreement and calculated on a consolidated net debt basis). Borrowings under the Credit Agreement bear interest at (i) either a base rate or a SOFR rate, with respect to borrowings in U.S. dollars, (ii) a eurocurrency rate, with respect to borrowings in Euros and Yen, or (iii) Daily Simple RFR, with respect to borrowings in Sterling, Swiss Francs or Singapore dollars, plus, in each case, an applicable margin (and, solely in the case of Singapore dollars, a spread adjustment). The applicable margin is based on the Company’s Leverage Ratio. The weighted-average interest rate at October 31, 2025 was 5.10 %.
Senior notes, due 2025-2027 — These unsecured fixed-rate notes entered into in 2015 with a group of insurance companies have a remaining weighted-average life of 1.24 years. The weighted-average interest rate at October 31, 2025 was 3.19 %.
Senior notes, due 2025-2030 — These unsecured fixed-rate notes entered in 2018 with a group of insurance companies have a remaining weighted-average life of 2.64 years. The weighted-average interest rate at October 31, 2025 was 4.08 %.
5.600% Notes due 2028 and 5.800% Notes due 2033 — In September 2023, we completed an underwritten public offering of $ 350,000 aggregate principal amount of 5.600 % Notes due 2028 and $ 500,000 aggregate principal amount of 5.800 % Notes due 2033.
4.500% Notes due 2029 - In September 2024, we completed an underwritten public offering of $ 600,000 aggregate principal amount of 4.500 % Notes due 2029 (the "2029 Notes").
We were in compliance with all covenants at October 31, 2025 and the amount we could borrow would not have been limited by any debt covenants.
Annual maturities — The annual ma turities of long-term debt for the five years subsequent to October 31, 2025, are as follows: $ 315,000 in 2026; $ 10,000 in 2027; $ 525,000 in 2028; $ 620,000 in 2029 and $ 30,000 in 2030.
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Notes to Consolidated Financial Statements — (Continued)

Bank lines of credit are summarized as follows:

2025 2024
Maximum borrowings available under bank lines of credit (all foreign banks) $ 149,942   $ 123,983  
Outstanding borrowings / notes payable (all foreign bank debt) —   ( 18,285 )

Unused bank lines of credit $ 149,942   $ 105,698  

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

October 31, 2025 October 31, 2024
Finance Leases Operating Leases Finance Leases Operating Leases
Amortization of right of use assets $ 6,239   $ 5,978  
Interest 541   505  
Lease cost (1)
6,780   $ 18,858   6,483   $ 20,133  
Short-term and variable lease cost (1)
2,409   4,268   3,019   2,908  
Total lease cost $ 9,189   $ 23,126   $ 9,502   $ 23,041  

(1) Lease costs are recorded in both Cost of sales and Selling and administrative expenses on the Consolidated Statements of Income.
Supplemental cash flow information is summarized below for the twelve months ended October 31, 2025:

Finance Leases Operating Leases
Cash outflows for leases $ 5,868 $ 19,501
New leases entered into during the year 7,853 2,014
Weighted average remaining lease term (years) 2.77 7.35
Weighted average discount rate 3.36 % 2.28 %

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The following table reconciles the undiscounted cash flows for five years and thereafter to the operating and finance lease liabilities recognized on the Consolidated Balance Sheet as of October 31, 2025. The reconciliation excludes short-term leases that are not recognized on the Consolidated Balance Sheet.

Year: Finance Leases Operating Leases
2026 $ 6,260   $ 18,882  
2027 4,775   15,318  
2028 2,753   11,922  
2029 965   10,234  
2030 164   7,685  
Later years —   24,879  
Total minimum lease payments 14,917   88,920  
Amounts representing interest 666   7,067  
Present value of minimum lease payments $ 14,251   $ 81,853  

Capitalized net finance leases included in property, plant and equipment during the fiscal years ended October 31, 2025 and October 31, 2024 was $ 13,493 and $ 16,364 , respectively.

Note 11 — Fair value measurements
The inputs to the valuation techniques used to measure fair value are classified into the following categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.

The following tables present the classification of our assets and liabilities measured at fair value on a recurring basis:

2025 Total Level 1 Level 2 Level 3
Net derivative contracts (1)
$ ( 55,367 ) $ —   $ ( 55,367 ) $ —  
Deferred compensation plans (2)
$ ( 11,885 ) $ —   $ ( 11,885 ) $ —  

2024 Total Level 1 Level 2 Level 3
Net derivative contracts (1)
$ ( 16,388 ) $ —  $ ( 16,388 ) $ — 
Deferred compensation plans (2)
$ ( 9,615 ) $ —  $ ( 9,615 ) $ — 

(1) Derivative contracts are valued using an industry standard market approach, in which prices and other relevant information is generated by market transactions involving identical or comparable assets or liabilities. Refer to Note 12 for balance sheet classification of derivatives.
(2) Executive officers and other highly compensated employees may defer up to 100 percent of their salary and annual cash incentive compensation and for executive officers, up to 90 percent of their long-term incentive compensation, into various non-qualified deferred compensation plans. Deferrals can be allocated to various market performance measurement funds. Changes in the value of compensation deferred under these plans are recognized each period based on the fair value of the underlying measurement funds.
The carrying amounts and fair values of financial instruments, other than cash and cash equivalents, receivables and accounts payable, are shown in the table below. The carrying values of cash and cash equivalents, receivables and accounts payable approximate fair value due to the short-term nature of these instruments.

2025 2024
Carrying
Amount Fair Value Carrying
Amount Fair Value
Long-term debt (including current portion) $ 1,996,254   $ 2,038,869   $ 2,186,840   $ 2,219,414  

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Long-term debt is valued by discounting future cash flows at currently available rates for borrowing arrangements with similar terms and conditions, which are considered to be Level 2 inputs under the fair value hierarchy. The carrying amount of long-term debt is shown net of unamortized debt issuance costs and bond discounts as described in the Long-term debt Note.

Note 12 — Derivative financial instruments
The Company uses derivative instruments to manage foreign currency and interest rate risk as detailed below. The Company does not enter into derivative instruments for trading purposes.
Foreign Currency Forward Contracts
We operate internationally and enter into transactions denominated in foreign currencies. Consequently, we are subject to market risk arising from exchange rate movements between the dates foreign currency transactions occur and the dates they are settled. We regularly use foreign currency forward contracts to reduce our risks related to most of these transactions. These contracts usually have maturities of 90 days or less and generally require us to exchange foreign currencies for U.S. dollars at maturity, at rates stated in the contracts. These contracts are not designated as hedging instruments under U.S. GAAP. The settlement of these contracts is recorded in operating activities on the Consolidated Statement of Cash Flows.
We are exposed to credit-related losses in the event of nonperformance by counterparties to financial instruments. These financial instruments include cash deposits and foreign currency forward contracts. We periodically monitor the credit ratings of these counterparties in order to minimize our exposure. Our customers represent a wide variety of industries and geographic regions. As of October 31, 2025 and 2024, there were no significant concentrations of credit risk.
Net Investment Hedges
Net assets of our foreign subsidiaries are exposed to volatility in foreign currency exchange rates. We may utilize net investment hedges to offset the translation adjustment arising from re-measuring our investment in foreign subsidiaries.
The Company is a party to various cross currency swaps between the U.S. dollar and Euro, Japanese Yen, Taiwan dollar, Singapore dollar and Chinese Yuan, which were designated as hedges of our net investments in certain foreign subsidiaries to mitigate the foreign exchange risk associated with certain investments in these subsidiaries. Any increases or decreases related to the remeasurement of the effective portion of the hedges are recorded in the currency translation component of Accumulated other comprehensive income (loss) within Shareholders' Equity in the Consolidated Balance Sheets until the sale or substantial liquidation of the underlying investments. The settlement of these hedges is recorded in investing activities on the Consolidated Statement of Cash Flows. The interest component is recorded in operating activities on the Consolidated Statement of Cash Flows.
Fair Value Hedges of Interest Rate Risk
The Company is exposed to changes in the fair value of certain of its fixed-rate liabilities due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate, Secured Overnight Financing Rate, with the objective of minimizing the cost of borrowed funds. The Company's interest rate swaps involve the receipt of fixed-rate amounts from a counterparty in exchange for the Company making variable-rate payments without the exchange of the underlying notional amount.
The Company's interest rate swaps are designated and qualify as fair value hedges. As a result, the interest rate swaps are measured at fair value and the carrying value of the hedged debt is adjusted for the change in value related to the exposure being hedged, with both adjustments offset to earnings. Accordingly, the earnings effect of an increase in the fair value of the interest rate swaps will be substantially offset by the earnings effect of the increase in the carrying value of the hedged debt.
The following table provides information regarding the Company's outstanding interest rate derivatives that were used to hedge changes in fair value attributable to interest rate risk:

Interest rate swaps - notional amount Cumulative adjustment to long-term debt from application of hedge accounting Carrying value of hedged debt
Interest rate swaps $ 300,000   $ 11,486   $ 311,486  

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The following table provides information regarding the balance sheet and income statement impacts of the Company's derivatives:

October 31, 2025 Notional Amount $ Prepaids and other current assets Other assets Accrued liabilities Other long-term liabilities Type of hedge
Derivatives designated as hedges:
Cross-currency swap $ 863,904   $ 5,937   $ —   $ 676   $ 61,725   Net investment
Interest rate swaps 300,000   1,133   10,353   Fair value

Derivatives not designated as hedges:
Foreign currency forward contracts 1,137,956   4,961   —   15,350   —  
Total $ 12,031   $ 10,353   $ 16,026   $ 61,725  

October 31, 2024
Derivatives designated as hedges:
Cross-currency swap $ 845,333   $ 5,976   $ 73   $ 10,675   $ 9,586   Net investment

Derivatives not designated as hedges:
Foreign currency forward contracts 731,406   3,332   —  5,508   — 
Total $ 9,308   $ 73   $ 16,183   $ 9,586  

 Gain (Loss) Recognized Location
2025 2024 2023
Derivatives designated as hedges:
   Interest rate swaps $ 11,486   $ —   $ —    Interest expense
   Hedged item $ ( 11,486 ) $ —   $ —    Interest expense

   Cross-currency swap - interest component $ 14,876   $ 13,533   $ 7,975    Interest expense
   Cross-currency swap - effective portion $ ( 39,851 ) $ ( 21,580 ) $ 20,187    Cumulative translation

Derivatives not designated as hedges
   Foreign currency forward contracts $ ( 8,213 ) $ 7,553   $ ( 3,041 )  Other-net
Foreign currency balance sheet remeasurement $ ( 1,395 ) $ ( 13,052 ) $ ( 4,701 )  Other-net

Note 13 — Capital shares
Preferred — We have authorized 10,000 Series A convertible preferred shares without par value. No preferred shares were outstanding in 2025, 2024 or 2023.
Common — We have 160,000 authorized common shares without par value. At October 31, 2025 and 2024, there were 98,023 common shares issued. At October 31, 2025 and 2024, the number of outstanding common shares, net of treasury shares, was 55,920 and 57,197 , respectively. Common shares repurchased as part of publicly announced programs during 2025, 2024 and 2023 were as follows:

Year Number
of Shares Total
Amount Average
per Share
2025 1,400   $ 299,565   $ 214.03  
2024 123   28,198   228.60  
2023 373   79,786   213.62  

These amounts exclude share repurchases associated with employee equity award exercises and vesting.
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Note 14 — Stock-based compensation
During the 2021 Annual Meeting of Shareholders, our shareholders approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the “2021 Plan”) as the successor to the Amended and Restated 2012 Stock Incentive and Award Plan (the "2012 Plan"). The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, cash awards and other stock or performance-based incentives. A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that were available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan. As of October 31, 2025, a total of 2,081 common shares were available to be granted under the 2021 Plan.
Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in control. In the event of termination of employment due to early retirement or normal retirement at age 65 , options granted within 12 months prior to termination are forfeited, and vesting continues post-retirement for all other unvested options granted. In the event of disability or death, all unvested stock options granted within 12 months prior to termination fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis.
The following table summarizes activity related to stock options during 2025:

Number of
Options Weighted˗Average
Exercise Price
Per Share Aggregate
Intrinsic
Value Weighted˗Average
Remaining
Term
Outstanding at October 31, 2024 855   $ 167.26  
Granted 60   209.73  
Exercised ( 93 ) 107.74  
Forfeited or expired ( 11 ) 225.98  
Outstanding at October 31, 2025 811   176.40   $ 48,471   4.3 years
Expected to vest 142   231.36   1,226   7.9 years
Exercisable at October 31, 2025 666   $ 164.53   $ 47,221   3.6 years

As of October 31, 2025, there was $ 5,217 of total unrecognized compensation cost related to unvested stock options. That cost is expected to be amortized over a weighted average period of approximately 2.3 years.
The fair value of each option grant was estimated at the date of the grant using the Black-Scholes option-pricing model with the following assumptions:

2025 2024 2023
Expected volatility 30.3 %- 31.2 %
30.3 %- 31.7 %
30.4 %- 31.8 %

Expected dividend yield 1.51 %
1.15 %- 1.20 %
1.12 %- 1.27 %

Risk-free interest rate 4.43 %- 4.48 %
4.22 %- 4.52 %
3.79 %- 4.21 %

Expected life of the option (in years) 5.0 - 6.3
5.0 - 6.2
5.0 - 6.2

Other details regarding stock options as follows:

2025 2024 2023
Recognized compensation expense before tax $ 3,131 $ 4,616 $ 6,655

Income tax benefit associated with stock option exercises $ 1,734 $ 4,568 $ 3,717
Weighted-average expected volatility used to value options granted
30.5 % 30.7 % 30.6 %
Weighted average grant date fair value of stock options granted $ 68.11 $ 79.84 $ 77.99
Intrinsic value of options exercised $ 10,553 $ 35,620 $ 23,706
Cash received from the exercise of stock options $ 9,014 $ 31,067 $ 21,373

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of United States Treasury issues with terms equal to the expected life of the option being valued.
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Restricted shares and restricted share units — We may grant restricted shares and/or restricted share units to our employees and directors. These shares or units may not be transferred for a designated period of time (generally one to three years ) defined at the date of grant . We may also grant continuation awards in the form of restricted share units with cliff vesting and a performance measure that must be achieved for the restricted share units to vest.
For employee recipients, in the event of termination of employment due to early retirement, with consent of the Company, restricted shares and units granted within 12 months prior to termination are forfeited, and other restricted shares and units vest on a pro-rata basis, subject to the consent of the Compensation Committee. In the event of termination of employment due to normal retirement at age 65 , restricted shares and units granted within 12 months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee. In the event of a recipient's disability or death, all restricted shares and units granted within 12 months prior to termination fully vest. Termination for any other reason prior to the lapse of any restrictions or vesting of units results in forfeiture of the shares or units.
For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units.
As shares or units are issued, stock-based compensation equivalent to the fair market value on the date of grant is expensed over the vesting period.
As of October 31, 2025, there was no unrecognized compensation cost related to restricted shares. The amount charged to expense related to restricted shares was $ 0 , $ 0 and $ 336 in 2025, 2024 and 2023, respectively. These amounts included common share dividends of $ 0 , $ 0 and $ 5 in 2025, 2024 and 2023, respectively.
The following table summarizes activity related to restricted share units in 2025:

Number of
Units Weighted˗Average Grant Date Fair
Value
Restricted share units at October 31, 2024 67   $ 238.83  
Granted 52   235.69  
Forfeited ( 10 ) 230.72  
Vested ( 36 ) 246.22  
Restricted share units at October 31, 2025 73   $ 234.14  

As of October 31, 2025, there was $ 9,289 of remaining expense to be recognized related to outstanding restricted share units, which is expected to be recognized over a weighted average period of 1.8 years.
Other details regarding restricted share units as follows:

2025 2024 2023
Recognized compensation expense before tax $ 9,408 $ 8,853 $ 8,765

Income tax benefit associated with of awards vested $ 1,252 $ 1,242 $ 2,039
Fair value of awards vested $ 6,875 $ 7,332 $ 9,955

Performance share incentive awards — Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods. No payout will occur unless threshold performance is achieved .
The amount of compensation expense is based upon current performance projections and the percentage of the requisite service that has been rendered. The calculations are based upon the grant date fair value which is principally driven by the stock price on the date of grant. As of October 31, 2025, there was $ 7,850 of unrecognized compensation cost related to performance share incentive awards, which is expected to be recognized over a weighted average period of 1.5 years.

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The following table summarizes activity related to performance share units in 2025:

Number of
Units Weighted˗Average Grant Date Fair
Value
Performance share units as October 31,2024 60   $ 230.26  
Granted (1)
33   199.30  
Forfeited ( 7 ) 217.34  
Performance adjustments (2)
( 8 ) 231.34  
Vested ( 15 ) 231.34  
Performance share units as October 31, 2025 64   $ 215.12  

(1) Granted at target performance achievement.
(2) Reflects impact of changes in performance relative to target achievement.
Other details regarding performance share incentive awards as follows:

2025 2024 2023
Recognized compensation expense before tax $ 5,875 $ 5,070 $ 6,543

Income tax benefit associated with of awards vested $ 711 $ 1,072 $ 3,020
Fair value of awards vested $ 3,376 $ 6,509 $ 8,901

Deferred compensation — Our executive officers and other highly compensated employees may elect to defer up to 100 percent of their base pay and cash incentive compensation and, for executive officers, up to 90 percent of their share-based performance incentive award payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan was $ 125 , $ 97 and $ 107 for 2025, 2024 and 2023, respectively .
Deferred directors’ compensation — Non-employee directors may defer all or part of their cash and equity-based compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity. Additional share equivalent units are earned when common share dividends are declared.
The following table summarizes activity related to director deferred compensation share equivalent units during 2025:

Number of
Shares Weighted˗Average
Grant Date Fair
Value Per Share
Outstanding at October 31, 2024 65   $ 115.66  
Restricted stock units vested and deferred fees 6   244.50  
Dividend equivalents 1   210.16  
Distributions ( 2 ) 77.88  
Outstanding at October 31, 2025 70   $ 130.06  

The amount charged to expense related to director deferred compensation was $ 405 , $ 321 and $ 309 in 2025, 2024 and 2023, respectively.
Shares reserved for future issuance — At October 31, 2025, there were 1,020 of common shares reserved for future issuance through the exercise of outstanding options or rights .
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Note 15 — Operating segments and geographic area data
We conduct business in three primary operating segments.
Industrial Precision Solutions: This segment focuses on delivering proprietary dispensing and processing technology, both standard and highly customized equipment, to diverse end markets. Product lines commonly reduce material consumption, increase line efficiency through precision dispensing and enhance product brand and appearance. Components are used for dispensing adhesives, coatings, paint, finishes, sealants and other materials. This segment primarily serves the industrial, agricultural, consumer durables and non-durables markets.
Medical and Fluid Solutions: This segment includes the Company’s fluid management solutions for medical, high-tech industrial and other diverse end markets. Related plastic tubing, balloons, catheters, syringes, cartridges, tips and fluid connection components are used to dispense or control fluids within customers’ medical devices or products, as well as production processes.
Advanced Technology Solutions: This segment focuses on products serving electronics and consumer non-durable end markets. Advanced Technology Solutions products integrate our proprietary product technologies found in progressive stages of an electronics customer’s production and measurement and control processes, such as surface treatment, precisely controlled dispensing of material and test and inspection to ensure quality and reliability. Applications include, but are not limited to, semiconductors, printed circuit boards, electronic components and automotive electronics, in-line measurement sensors, gauges and analyzers.
Effective November 1, 2024, the MCS division was transferred from the IPS segment to the ATS segment due to an organizational change and determination that the economic and business characteristics of MCS better aligned with the Company’s ATS segment. Our segment reporting reflects this change and prior year financial information was revised to be comparable.
The composition of segments and measure of segment profitability is consistent with that used by our chief operating decision maker ("CODM"), our President and Chief Executive Officer. The primary measure used by our CODM for purposes of making decisions about allocating resources to the segments and assessing performance was changed in 2025 from segment operating profit (loss) to segment EBITDA, which equals sales less adjusted cost of sales and adjusted selling and administrative expenses plus depreciation. Cost of sales and selling and administrative expenses are adjusted for certain special items such as non-recurring cost reduction activities and acquisition related costs, including intangible asset amortization. The CODM uses segment EBITDA in the annual budgeting and forecasting processes and regularly evaluates segment EBITDA results versus budget, forecast and prior year when making allocation of capital, financial and employee resource decisions.
The accounting policies of the segments are the same as those described in Note 1. There are no intersegment sales. Certain expenses are maintained at the corporate level and not allocated to the segments. These expenses include executive compensation, charitable donations, corporate facilities, and other items that are of a corporate or functional governance nature. Interest expense-net and other income/expense-net are excluded from the measure of segment profitability reviewed by our CODM and are not presented by operating segment.
No single customer accounted for 10 percent or more of sales in 2025, 2024 or 2023.

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The following table presents information about our reportable segments, consistent with reporting to our CODM, as further reconciled to consolidated GAAP financial results:

2025 2024 2023
Sales
Industrial Precision Solutions $ 1,331,792   $ 1,398,912   $ 1,297,070  
Medical and Fluid Solutions 835,385   695,452   660,316  
Advanced Technology Solutions 624,510   595,557   671,246  
Total segment sales 2,791,687   2,689,921   2,628,632  
Adjusted cost of sales
Industrial Precision Solutions ( 521,346 ) ( 566,243 ) ( 533,044 )
Medical and Fluid Solutions ( 419,853 ) ( 344,040 ) ( 325,334 )
Advanced Technology Solutions ( 297,208 ) ( 279,297 ) ( 332,506 )
Total segment adjusted cost of sales ( 1,238,407 ) ( 1,189,580 ) ( 1,190,884 )
Adjusted selling and administrative expenses
Industrial Precision Solutions ( 340,305 ) ( 334,912 ) ( 296,184 )
Medical and Fluid Solutions ( 136,966 ) ( 117,007 ) ( 108,212 )
Advanced Technology Solutions ( 187,421 ) ( 193,298 ) ( 201,275 )
Total segment adjusted selling and administrative expenses ( 664,692 ) ( 645,217 ) ( 605,671 )
Depreciation
Industrial Precision Solutions 23,732   23,012   17,353  
Medical and Fluid Solutions 33,118   22,148   19,064  
Advanced Technology Solutions 6,708   6,219   7,266  
Total segment depreciation 63,558   51,379   43,683  
EBITDA
Industrial Precision Solutions 493,873   520,769   485,195  
Medical and Fluid Solutions 311,684   256,553   245,834  
Advanced Technology Solutions 146,589   129,181   144,731  
Total segment EBITDA 952,146   906,503   875,760  
Inventory step-up amortization ( 3,135 ) ( 7,703 ) ( 8,862 )
Acquisition related costs ( 2,334 ) ( 13,957 ) ( 19,966 )
Severance and other ( 19,256 ) ( 17,332 ) ( 5,487 )
Divestiture and related charges ( 12,545 ) —   —  
Depreciation and amortization ( 150,523 ) ( 136,175 ) ( 111,898 )
Corporate expenses ( 52,628 ) ( 57,335 ) ( 56,786 )
Interest expense ( 104,156 ) ( 88,924 ) ( 59,505 )
Interest and investment income 3,051   4,913   2,680  
Other - net ( 12,972 ) ( 4,509 ) ( 597 )
Income before taxes $ 597,648   $ 585,481   $ 615,339  

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Notes to Consolidated Financial Statements — (Continued)

The following table presents additional information about our reportable segments:

Industrial Precision Solutions Medical and Fluid Solutions Advanced Technology Solutions Corporate Total
Year ended October 31, 2025
Amortization of intangibles $ 28,762   $ 38,469   $ 12,033   $ —   $ 79,264  
Identifiable assets (1
1,858,974   2,201,528   738,762   1,118,417    
5,917,681  
Property, plant and equipment expenditures 13,754   30,089   6,227   7,990   58,060  
Year ended October 31, 2024
Amortization of intangibles $ 28,176   $ 35,913   $ 12,883   $ —   $ 76,972  
Identifiable assets (1)
1,698,627   2,252,483   864,073   1,185,783    
6,000,966  
Property, plant and equipment expenditures 16,924   19,533   4,237   23,716   64,410  
Year ended October 31, 2023
Amortization of intangibles $ 9,731   $ 35,924   $ 14,064   $ —   $ 59,719  
Identifiable assets (1)
1,732,696   1,532,928   880,675   1,105,471    
5,251,770  
Property, plant and equipment expenditures 8,854   15,716   4,612   5,401   34,583  

(1) Operating segment identifiable assets include notes and accounts receivable net of allowance for doubtful accounts, inventories net of reserves, property, plant and equipment net of accumulated depreciation and goodwill. Corporate assets are principally cash and cash equivalents, deferred income taxes, leases, headquarter facilities and intangible assets.
We have significant net sales, measured based on their geographic destination, and long-lived assets in the following geographic areas:

2025 2024 2023
Net external sales
Americas $ 1,205,830   $ 1,178,626   $ 1,149,760  
Europe 722,221   726,100   682,676  
Asia Pacific 863,636   785,195   796,196  
Total net external sales $ 2,791,687   $ 2,689,921   $ 2,628,632  
Long-lived assets
Americas $ 433,123   $ 465,521   $ 328,312  
Europe 106,122   113,274   109,428  
Asia Pacific 55,147   59,432   61,282  
Total long-lived assets $ 594,392   $ 638,227   $ 499,022  

Net external sales in the United States were $ 922,733 , $ 899,421 and $ 888,405 for 2025, 2024 and 2023, respectively. Long-lived assets include property, plant and equipment - net and operating right of use lease assets. Long-lived assets in the U.S. were $ 424,845 , $ 447,130 and $ 310,781 for 2025, 2024 and 2023, respectively.

Note 16 — Supplemental information for the statement of cash flows

2025 2024 2023
Cash operating activities:
Interest paid $ 98,686   $ 85,966   $ 54,710  
Income taxes paid 147,936   160,122   112,912  

Note 17 — Contingencies
We are involved in pending or potential litigation regarding environmental, product liability, patent, contract, employee and other matters arising from the normal course of business. After consultation with legal counsel, we do not believe that losses in excess of the amounts we have accrued would have a material adverse effect on our financial condition, quarterly or annual operating results or cash flows.

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Management’s Report on Internal Control Over Financial Reporting
The management of Nordson Corporation is responsible for establishing and maintaining adequate internal control over financial reporting.
Using criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") in Internal Control-Integrated Framework ("2013 framework"), Nordson’s management assessed the effectiveness of our internal control over financial reporting as of October 31, 2025.
Based on our assessment, management concluded that our internal control over financial reporting was effective as of October 31, 2025.
The independent registered public accounting firm, Ernst & Young LLP, has also audited the effectiveness of our internal control over financial reporting as of October 31, 2025. Ernst & Young LLP's report on Nordson's internal control over financial reporting is included herein.

/s/ Sundaram Nagarajan /s/ Daniel R. Hopgood
President and Chief Executive Officer Executive Vice President and Chief Financial Officer

December 17, 2025
December 17, 2025

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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Nordson Corporation
Opinion on Internal Control Over Financial Reporting
We have audited Nordson Corporation’s internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Nordson Corporation (the Company) maintained, in all material respects, effective internal control over financial reporting as of October 31, 2025, based on the COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of October 31, 2025 and 2024, the related consolidated state ments of income, comprehensive income, shareholders’ equity and cash flows for each of the three years in the period ended October 31, 2025, and the related notes and our report dated December 17, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Cleveland, Ohio
December 17, 2025
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Report of Independent Registered Public Accounting Firm
To the Shareholders and the Board of Directors of Nordson Corporation
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Nordson Corporation (the Company) as of October 31, 2025 and 2024, the related consolidated statements of income, comprehensive income, shareholders' equity and cash flows for each of the three years in the period ended October 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at October 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended October 31, 2025, in conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of October 31, 2025, based on criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated December 17, 2025 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the account or disclosure to which it relates.
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Valuation of Goodwill
Description of the Matter At October 31, 2025, the Company had $3,304,685 thousand of goodwill. As discussed in Note 6 to the consolidated financial statements, the Company evaluates the carrying amount of goodwill for impairment annually as of August 1, and between annual evaluations if an event occurs or circumstances change that would indicate the fair value of a reporting unit is less than the carrying amount of those assets. The Company performed a quantitative impairment test for all reporting units in fiscal 2025. As part of the quantitative impairment tests, the Company estimated the fair value of each reporting unit using a combination of valuation techniques including the discounted cash flow method, a form of the income approach, and the guideline public company method, a form of the market approach.
Auditing management’s annual goodwill impairment assessment relating to goodwill was complex due to the use of valuation methodologies in the determination of the estimated fair values of the reporting units.

How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s goodwill impairment process. This included controls over management's review of the valuation methodology and models, including sensitivities performed on the related inputs, such as revenue growth rates, operating margins and discount rates, to understand their impact on the related fair value estimates.
To test the implied fair value of the Company’s reporting units, we performed audit procedures that included, among others, assessing the valuation methodologies and testing the completeness and accuracy of the underlying data utilized in the models. We involved our internal valuation specialists in assessing the fair value methodologies applied. We assessed the historical accuracy of management’s estimates and performed sensitivity analyses of inputs to the models, such as revenue growth rates, operating margins and discount rates, to evaluate the changes in the fair value of the reporting units that would result from changes in the inputs. We tested management’s reconciliation of the fair value of the reporting units to the market capitalization of the Company. We also assessed the appropriateness of the disclosures in the consolidated financial statements.

/s/ Ernst & Young LLP
We have served as the Company’s auditor since 1956.
Cleveland, Ohio
December 17, 2025
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Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.

Item 9A. Controls and Procedures
(a) Evaluation of disclosure controls and procedures . Our management, with the participation of the principal executive officer (president and chief executive officer) and the principal financial officer (executive vice president and chief financial officer), has reviewed and evaluated our disclosure controls and procedures (as defined in Rule 13a-15 under Securities Exchange Act of 1934 (the "Exchange Act")) as of October 31, 2025. Based on that evaluation, our management, including the principal executive and financial officers, has concluded that our disclosure controls and procedures were effective as of October 31, 2025 in ensuring that information required to be disclosed in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms and is accumulated and communicated to our management, including the principal executive officer and the principal financial officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Management’s report on internal control over financial reporting . The Report of Management on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42 ) thereon are set forth in Item 8 of this annual report and are incorporated by reference.
(c) Changes in internal control over reporting . There were no changes in our internal control over financial reporting that occurred during the fourth quarter of 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B.  Other Information
During the quarter ended October 31, 2025, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K.

Item 9C.  Disclosures Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
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PART III

Item 10.  Directors, Executive Officers and Corporate Governance
The information required by this Item is incorporated by reference to the captions "Proposal 1: Election of Directors" and "Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management—Delinquent Section 16(a) Reports” of our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders. Information regarding the Audit Committee and Audit Committee financial experts is incorporated by reference to the caption "Committees of the Board of Directors" of our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders.
Our executive officers serve for a term of one year from date of election to the next organizational meeting of the board of directors and until their respective successors are elected and qualified, except in the case of death, resignation or removal. Information concerning executive officers is contained in Part I of this annual report under the caption "Information about Our Executive Officers."
The information required by this item regarding our insider trading policy and procedures is incorporated by reference to the information contained under the caption "Insider Trading, Anti-Hedging/Anti-Pledging Policy" in our definitive proxy statement for the 2026 Annual Meeting of Shareholders.
We have adopted a Code of Ethics and Business Conduct (the "Code") for all employees and directors, including the principal executive officer, principal financial officer, principal accounting officer, other executive officers and other finance personnel. A copy of the Code is available free of charge on our website at https://www.nordson.com/en/about-us/corporate-responsibility/code-of-ethics. We intend to satisfy our disclosure requirement under Item 5.05 of Form 8-K regarding any amendment to or waiver of a provision of our Code that applies to our principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions and that relates to any element of the code of ethics definition enumerated in Item 406(b) of Regulation S-K by posting such information on our website.

Item 11.  Executive Compensation
The information required by this Item is incorporated by reference to the “Executive Compensation Discussion and Analysis” section of the definitive Proxy Statement for the 2026 Annual Meeting of Shareholders, along with the sections captioned "Directors Compensation," "Summary Compensation for Fiscal Year 2025," "Grants of Plan-Based Awards," "Outstanding Equity Awards at October 31, 2025," "Stock Option Exercises and Stock Vested Tables," "Pension Benefits," "Nonqualified Deferred Compensation," "Potential Benefits Upon Termination or Change of Control," "CEO Pay Ratio," "Risks Related to Executive Compensation Policies and Practices" and "Compensation Committee Report" in our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The information required by this Item is incorporated by reference to the caption “Security Ownership of Nordson Common Shares by Certain Beneficial Owners and Management” in our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders.
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Equity Compensation Plan Information
The following table sets forth (in whole shares) information regarding equity compensation plans in effect as of October 31, 2025:

Plan category Number of securities to
be issued upon exercise
of outstanding options,
warrants and rights (1)
Weighted-average
exercise price of
outstanding options,
warrants and rights (2)
Number of securities remaining available for future issuance under equity compensation plans (excluding
securities reflected in
first reporting column) (3)

Equity compensation plans approved by security holders 1,167,137   $ 176.40   2,081,411  
Equity compensation plans not approved by security holders —   —   —  
Total 1,167,137   $ 176.40   2,081,411  

(1) The number of shares reported may overstate dilution due to the inclusion of performance-based awards at their maximum payout level.
(2) Full value equity awards such as performance share incentive awards are not taken into account in the weighted-average price, as such awards have no exercise price.
(3) As of October 31, 2025, includes shares available for future issuance under the 2021 Plan, including for awards other than options, warrants and rights.

Item 13.  Certain Relationships and Related Transactions, and Director Independence
The information required by this Item is incorporated by reference to the captions "Corporate Governance—Director Independence" and "Corporate Governance—Review and Approval of Transactions with Related Persons" in our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders.

Item 14.  Principal Accountant Fees and Services
The information required by this Item is incorporated by reference to the caption "Proposal 2: Ratify the Appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending October 31, 2026—Fees Paid to Ernst & Young LLP" and the caption "Proposal 2: Ratify the Appointment of Independent Registered Public Accounting Firm—Pre-Approval of Audit and Non-Audit Services" in our definitive Proxy Statement for the 2026 Annual Meeting of Shareholders.
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PART IV

Item 15.  Exhibits and Financial Statement Schedules
The following are filed as part of this annual report:

(a) 1. Financial Statements
The following financial statements are included in Part II, Item 8:
Consolidated Statements of Income for each of the three years in the period ended October 31, 2025
Consolidated Statements of Comprehensive Income for each of the three years in the period ended October 31, 2025
Consolidated Balance Sheets as of October 31, 2025 and October 31, 2024
Consolidated Statements of Shareholders’ Equity for each of the three years in the period ended October 31, 2025
Consolidated Statements of Cash Flows for each of the three years in the period ended October 31, 2025
Notes to Consolidated Financial Statements
Reports of Independent Registered Public Accounting Firm (Ernst & Young LLP, PCAOB ID: 42 )

(a) 2. Financial Statement Schedules
None.
Other schedules have not been included because the schedules are not required, because the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the financial statements, including the notes thereto.

(a) 3. Exhibits
The exhibits listed on the accompanying index to exhibits are filed as part of this annual report.
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NORDSON CORPORATION
Index to Exhibits

Exhibit
Number
Description
(2) Plan of Acquisition, Reorganization or Arrangement
2-a Agreement and Plan of Merger, dated as of August 7, 2022, by and among Nordson Corporation, Meta Merger Company and CyberOptics Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated August 10, 2022)**

2-b Agreement and Plan of Merger, dated as of May 28, 2024, by and among Nordson Corporation, Alpha Medical Merger Sub, Inc. and Atrion Corporation (incorporated herein by reference to Exhibit 2.1 to Registrant’s Current Report on Form 8-K dated May 28, 2024)**

2-c Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Montclair Harbour LLC, David A. Battat and Emile A. Battat (incorporated herein by reference to Exhibit 2.2 to Registrant’s Current Report on Form 8-K dated May 28, 2024)

2-d Voting and Support Agreement, dated as of May 28, 2024, by and among Nordson Corporation, Stupp Bros., Inc. and John P. Stupp Jr. (incorporated herein by reference to Exhibit 2.3 to Registrant’s Current Report on Form 8-K dated May 28, 2024)

(3) Articles of Incorporation and By-Laws
3-a 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017)

3-a-1 Certificate of Amendment to 1989 Amended Articles of Incorporation (incorporated herein by reference to Exhibit 3-a-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017)

3-b 2023 Amended Regulations (incorporated herein by reference to Exhibit 3-b to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2023)

(4) Instruments Defining the Rights of Security Holders, including indentures
4-a Description of Nordson Corporation’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934 (incorporated herein by reference to Exhibit 4-a to Registrant's Annual Report on Form 10-K for the year ended October 31, 2019)

4-b Master Note Purchase Agreement dated July 28, 2015 between Nordson Corporation and the purchasers listed therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended July 31, 2015)

4-c Master Note Purchase Agreement, dated as of June 22, 2018, by and among Nordson Corporation and the purchasers named therein (incorporated herein by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated June 28, 2018)

4-d Indenture, dated September 13, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee (incorporated herein by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated September 13, 2023).

4-e First Supplemental Indenture, dated September 13, 2023, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, to the Indenture dated September 13, 2023 (incorporated herein by reference to Exhibit 4.2 to Registrant's Current Report on Form 8-K dated September 13, 2023).

4-f Second Supplemental Indenture, dated September 9, 2024, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, to the Indenture dated September 13, 2023 (incorporated herein by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated September 9, 2024) .

4-g Incremental Amendment to Credit Agreement, dated as of June 21, 2024, by and among Nordson Corporation as Borrower, Nordson Engineering GmbH as German Borrower, Wells Fargo Bank, National Association, as Administrative Agent, and various financial institutions named therein as lenders (incorporated herein by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated June 24, 2024)

(10) Material Contracts
10-a-1 Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-b-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-a-2 First Amendment to the Nordson Corporation 2005 Deferred Compensation Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended April 30, 2016)*

10-b-1 Form of Indemnity Agreement between the Registrant and Directors, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)

10-b-2 Form of Indemnity Agreement between the Registrant and Executive Officers, effective November 1, 2016 (incorporated herein by reference to Exhibit 10-c-2 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)

10-c Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*

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NORDSON CORPORATION
Index to Exhibits

Exhibit
Number
Description
10-c-1 First Amendment to Restated Nordson Corporation Excess Defined Contribution Retirement Plan (incorporated herein by reference to Exhibit 10-d-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018)*

10-c-2 Nordson Corporation 2005 Excess Defined Contribution Retirement Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-d-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-d Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2009)*

10-d-1 First Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-f-1 to Registrant’s Annual Report on Form 10-K for the year ended October 29, 2000)*

10-d-2 Second Amendment to Nordson Corporation Excess Defined Benefit Pension Plan (incorporated herein by reference to Exhibit 10-e-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2018)*

10-d-3 Nordson Corporation 2005 Excess Defined Benefit Pension Plan (as Amended and Restated Effective January 1, 2009) (incorporated herein by reference to Exhibit 10-e-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-d-4 Nordson Corporation 2005 Excess Defined Benefit Pension Plan (First Amendment Effective July 9, 2009) (incorporated by reference to Exhibit 10-e-4 to Registrant's Annual Report on Form 10-K for the year ended October 31, 2021)*

10-d-5 Nordson Corporation 2005 Excess Defined Benefit Pension Plan (Second Amendment Effective July 1, 2021) (incorporated by reference to Exhibit 10-e-5 to Registrant's Annual Report on Form 10-K for the year ended October 31, 2021)*

10-e-1 Amended and Restated Nordson Corporation 2004 Long-Term Performance Plan (incorporated herein by reference to Exhibit 10-g-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*

10-e-2 Nordson Corporation Amended and Restated 2012 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated March 2, 2018)*

10-e-3 Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award - Key Employees (as amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-3 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-e-4 Nordson Corporation 2012 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers (as amended November 24, 2014) (incorporated herein by reference to Exhibit 10-g-4 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-e-5 Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-5 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*

10-e-6 Nordson Corporation 2012 Stock Incentive and Award Plan, Directors’ Deferred Compensation Sub-Plan, Form of Notice of Award (incorporated herein by reference to Exhibit 10-g-6 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2013)*

10-e-7 Amended and Restated Nordson Corporation Directors’ Deferred Compensation Sub-Plan (incorporated herein by reference to Exhibit 10-g-7 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2017)*

10-e-8 Nordson Corporation 2021 Stock Incentive and Award Plan (incorporated herein by reference to Exhibit 10.1 to Registrant's Current Report on Form 8-K dated March 2, 2021)*

10-e-9 Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Key Employees (incorporated herein by reference to Exhibit 10.1 to Registrant’s Current Report on Form 8-K dated April 19, 2021)*

10-e-10 Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Award - Executive Officers (incorporated herein by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated April 19, 2021)*

10-f Assurance Trust Agreement between Nordson Corporation and Key Trust Company of Ohio, N.A. amended and restated as of January 22, 2014 (incorporated herein by reference to Exhibit 10.1 to Registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2014)*

10-g Form of Change in Control Retention Agreement between the Registrant and Executive Officers (incorporated herein by reference to Exhibit 10-h-1 to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2014)*

10-h Compensation Committee Rules of the Nordson Corporation Amended and Restated Nordson Corporation 2004 Long Term Performance Plan governing directors’ deferred compensation (incorporated herein by reference to Exhibit 10-j to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)*

10-i Amended and Restated Term Loan Agreement, dated April 30, 2019, among Nordson Corporation, various financial institutions named therein, and PNC Bank, National Association, as administrative agent (incorporated herein by reference to Exhibit 4.2 to Registrant’s Current Report on Form 8-K dated May 6, 2019)**

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NORDSON CORPORATION
Index to Exhibits

Exhibit
Number
Description
10-j Employment Agreement, effective as of August 1, 2019, between Nordson Corporation and Sundaram Nagarajan (incorporated herein by reference to Exhibit 10.2 to Registrant’s Current Report on Form 8-K dated June 14, 2019)*

10-k Change-in-Control Retention Agreement between Nordson Corporation and Sundaram Nagarajan (incorporated herein by reference to Exhibit 10.3 to Registrant’s Current Report on Form 8-K dated June 14, 2019)*

10-l Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Options Award (incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q dated February 23, 2023)*

10-m Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Units Award (incorporated herein by reference to Exhibit 10.2 to Registrant's Quarterly Report on Form 10-Q dated February 23, 2023)*

10-n Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Units Award (incorporated herein by reference to Exhibit 10.3 to Registrant's Quarterly Report on Form 10-Q dated February 23, 2023)*

10-o Term Loan Agreement, dated as of January 18, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, and the Lenders party thereto and PNC Bank, as Administrative Agent, and PNC Capital Markets LLC, as Sole Lead Arranger and Sole Bookrunner (incorporated herein by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated January 23, 2023)

10-p Credit Agreement, dated as of June 6, 2023, by and among Nordson Corporation and Nordson Engineering GmbH, as Borrowers, Wells Fargo Bank, National Association, as Agent, and Wells Fargo Securities, LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, and U.S. Bank National Association, as Joint Lead Arrangers and Bookrunners, and various financial institutions named therein as lenders. (incorporated herein by reference to Exhibit 4.1 to Registrant’s Current Report on Form 8-K dated June 6, 2023)

10-q Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Stock Option Award (incorporated by reference to Exhibit 10-u to Registrant's Annual Report on Form 10-K for the year ended October 31, 2023)*

10-r Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Unit Award (incorporated by reference to Exhibit 10-v to Registrant's Annual Report on Form 10-K for the year ended October 31, 2023)*

10-s Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Performance Share Unit Award (incorporated by reference to Exhibit 10-w to Registrant's Annual Report on Form 10-K for the year ended October 31, 2023)*

10-t Nordson Corporation 2021 Stock Incentive and Award Plan, Form of Notice of Restricted Share Unit Award with cliff vesting (incorporated by reference to Exhibit 10-x to Registrant's Annual Report on Form 10-K for the year ended October 31, 2023)*

10-u Separation A greement between Stephen Lovass and Nordson Corporation, effective June 1, 2025 (incorporated herein by reference to Exhibit 10.1 to Registrant's Quarterly Report on Form 10-Q dated August 21, 2025)

10-v Nordson Corporation Executive Severance Policy, effective November 1, 2025*

(19) Nordson Corporation Insider Trading Policy (incorporated by reference to Exhibit 19 to Registrant's Annual Report on Form 10-K for the year ended October 31, 202 4 )*

(21) Subsidiaries of the Registrant

(23) Consent of Independent Registered Public Accounting Firm

(24) Power of Attorney (included on the signature page to this Annual Report on Form 10-K)

31.1
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Executive Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2
Certification pursuant to Rule 13a-14(a)/15d-14(a) of the Securities Exchange Act of 1934 by the Chief Financial Officer, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1
Certification of CEO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

32.2
Certification of CFO pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (furnished herewith)

97 Nordson Corporation Compensation Clawback Policy (incorporated by reference to Exhibit 97 to Registrant's Annual Report on Form 10-K for the year ended October 31, 2023)

99-a Form S-8 Undertakings (incorporated herein by reference to Exhibit 99-a to Registrant’s Annual Report on Form 10-K for the year ended October 31, 2016)

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NORDSON CORPORATION
Index to Exhibits

Exhibit
Number
Description
101 The following financial information from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2025, formatted in inline Extensible Business Reporting Language (iXBRL): (i) the Consolidated Statements of Income for the years ended October 31, 2025, 2024 and 2023, (ii) the Consolidated Statements of Comprehensive Income for the years ended October 31, 2025, 2024 and 2023, (iii) the Consolidated Balance Sheets at October 31, 2025 and 2024, (iv) the Consolidated Statements of Changes in Shareholders’ Equity for the years ended October 31, 2025, 2024 and 2023, (v) the Consolidated Statements of Cash Flows for the years ended October 31, 2025, 2024 and 2023, and (vi) the Notes to Consolidated Financial Statements.

104 The cover page from Nordson Corporation’s Annual Report on Form 10-K for the year ended October 31, 2025, formatted in inline Extensible Business Reporting Language (iXBRL) (included in Exhibit 101).

*    Indicates management contract or compensatory plan, contract or arrangement in which one or more directors and/or executive officers of Nordson Corporation may be participants.
**    Schedules and attachments to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The Registrant will provide a copy of any omitted schedule to the SEC or its staff upon request.

Item 16. Form 10-K Summary
None.

Signatures
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NORDSON CORPORATION

Date: December 17, 2025 By: /s/ Joseph Rutledge
Joseph Rutledge
Chief Accounting Officer

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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Daniel R. Hopgood and Joseph Rutledge as his or her true and lawful attorney-in-fact and agent with full power to act alone, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signatures Title Date

/s/ Sundaram Nagarajan Director, President and Chief Executive Officer (Principal Executive Officer) December 17, 2025
Sundaram Nagarajan

/s/ Daniel R. Hopgood Executive Vice President and Chief Financial Officer (Principal Financial Officer) December 17, 2025
Daniel R. Hopgood

/s/ Joseph Rutledge Vice President and Chief Accounting Officer (Principal Accounting Officer) December 17, 2025
Joseph Rutledge

/s/ Victor L. Richey, Jr. Chair of the Board December 17, 2025
Victor L. Richey, Jr.

/s/ Annette Clayton Director December 17, 2025
Annette Clayton

/s/ Dr. John A. DeFord Director December 17, 2025
Dr. John A. DeFord

/s/ Frank M. Jaehnert Director December 17, 2025
Frank M. Jaehnert

/s/ Ginger M. Jones Director December 17, 2025
Ginger M. Jones

/s/ Christopher L. Mapes Director December 17, 2025
Christopher L. Mapes

/s/ Michael J. Merriman, Jr. Director December 17, 2025
Michael J. Merriman, Jr.

/s/ Milton M. Morris Director December 17, 2025
Milton M. Morris

/s/ Jennifer A. Parmentier Director December 17, 2025
Jennifer A. Parmentier

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