ndsn-20260131

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2026


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 0-7977

____________________________________________________

NORDSON CORPORATION

(Exact name of registrant as specified in its charter)

___________________________________________________

Ohio

(State or other jurisdiction of incorporation or organization)

28601 Clemens Road

Westlake, Ohio

(Address of principal executive offices)

34-0590250

(I.R.S. Employer Identification No.)

44145

(Zip Code)

(440) 892-1580

(Registrant's Telephone Number, Including Area Code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol(s)

Name of Each Exchange
On Which Registered

Common Shares, without par value

NDSN

Nasdaq Stock Market LLC

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes x No o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No x

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: Common Shares, without par value as of February 18, 2026: 55,783,598

Table of Contents


PART I – FINANCIAL INFORMATION			3

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)			3
Condensed Consolidated Statements of Income			3
Consolidated Statements of Comprehensive Income			3
Consolidated Balance Sheets			4
Consolidated Statements of Shareholders' Equity			5
Condensed Consolidated Statements of Cash Flows			6
Notes to Condensed Consolidated Financial Statements			7
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS			19
Overview			19
Critical Accounting Policies and Estimates			19
Results of Operations			19
Financial Condition			21
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK			22
ITEM 4. CONTROLS AND PROCEDURES			22

PART II – OTHER INFORMATION			23

ITEM 1. LEGAL PROCEEDINGS			23
ITEM 1A. RISK FACTORS			23
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS			23
ITEM 5. OTHER INFORMATION			24
ITEM 6. EXHIBITS			24

SIGNATURE			25

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Nordson Corporation

Part I – FINANCIAL INFORMATION


ITEM 1.			FINANCIAL STATEMENTS (UNAUDITED)

Condensed Consolidated Statements of Income


	Three Months Ended
(In thousands, except for per share data)	January 31, 2026		January 31, 2025
Sales	$	669,461	$	615,420
Cost of sales	303,339		279,524
Selling and administrative expenses	199,717		194,949

Operating profit	166,405		140,947
Interest expense	(23,131)		(26,559)
Interest and investment income	390		941
Other income - net	20,837		1,526
Income before income taxes	164,501		116,855
Income tax expense	31,119		22,203
Net income	$	133,382	$	94,652
Average common shares	55,789		57,129
Incremental common shares attributable to equity compensation	338		357
Average common shares and common share equivalents	56,127		57,486
Basic earnings per share	$	2.39	$	1.66
Diluted earnings per share	$	2.38	$	1.65

See accompanying notes.

Consolidated Statements of Comprehensive Income


	Three Months Ended
(In thousands)	January 31, 2026		January 31, 2025
Net income	$	133,382	$	94,652
Components of other comprehensive income (loss), net of tax:
Foreign currency translation and related hedging adjustments	42,959		(51,679)

Pension and postretirement benefit plans	295		512
Total other comprehensive income	43,254		(51,167)

Total comprehensive income	$	176,636	$	43,485

See accompanying notes.

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Consolidated Balance Sheets


(In thousands)
Assets
Current assets:	January 31, 2026		October 31, 2025
Cash and cash equivalents	$	120,392	$	108,442
Receivables - net	571,583		587,843
Inventories - net	451,138		444,814
Prepaid expenses and other current assets	108,558		101,752

Total current assets	1,251,671		1,242,851
Goodwill	3,332,244		3,304,685
Intangible assets - net	671,456		681,587
Property, plant and equipment - net	521,508		516,914
Operating right of use lease assets	69,758		77,478
Deferred income taxes	11,320		11,246
Other assets	102,965		82,920
	$	5,960,922	$	5,917,681

Liabilities and shareholders' equity
Current liabilities:
Current maturities of long-term debt and notes payable	$	54,312	$	315,000
Accrued liabilities	182,964		229,095
Accounts payable	117,708		121,006
Customer advanced payments	47,783		44,009
Income taxes payable	35,060		25,856
Operating lease liability - current	16,238		17,402
Finance lease liability - current	5,984		5,892

Total current liabilities	460,049		758,260
Long-term debt	1,943,182		1,681,254
Deferred income taxes	194,321		192,186
Operating lease liability - noncurrent	56,747		64,451
Postretirement obligations	43,548		43,786
Pension obligations	44,903		43,205
Finance lease liability - noncurrent	8,210		8,359
Other long-term liabilities	97,856		82,609
Shareholders' equity:
Common shares	12,253		12,253
Capital in excess of stated value	762,137		740,789
Retained earnings	4,688,200		4,600,604
Accumulated other comprehensive loss	(57,203)		(100,457)
Common shares in treasury, at cost	(2,293,281)		(2,209,618)
Total shareholders' equity	3,112,106		3,043,571
	$	5,960,922	$	5,917,681

See accompanying notes.

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Consolidated Statements of Shareholders’ Equity


	Three Months Ended January 31, 2026
(In thousands, except for share and per share data)	Common Shares		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Shares in Treasury, at cost		TOTAL
November 1, 2025	$	12,253	$	740,789	$	4,600,604	$	(100,457)	$	(2,209,618)	$	3,043,571
Shares issued under company stock and employee benefit plans	—		16,457		—		—		2,338		18,795
Stock-based compensation	—		4,891		—		—		—		4,891
Purchase of treasury shares	—		—		—		—		(86,001)		(86,001)
Dividends declared ($0.82 per share)	—		—		(45,786)		—		—		(45,786)
Net income	—		—		133,382		—		—		133,382

Other comprehensive income	—		—		—		43,254		—		43,254


January 31, 2026	$	12,253	$	762,137	$	4,688,200	$	(57,203)	$	(2,293,281)	$	3,112,106


	Three Months Ended January 31, 2025
(In thousands, except for share and per share data)	Common Shares		Additional Paid-in Capital		Retained Earnings		Accumulated Other Comprehensive Income (Loss)		Common Shares in Treasury, at cost		TOTAL
November 1, 2024	$	12,253	$	714,091	$	4,295,199	$	(184,840)	$	(1,904,511)	$	2,932,192
Shares issued under company stock and employee benefit plans	—		349		—		—		652		1,001
Stock-based compensation	—		4,633		—		—		—		4,633
Purchase of treasury shares	—		—		—		—		(60,098)		(60,098)
Dividends declared ($0.78 per share)	—		—		(44,602)		—		—		(44,602)
Net income	—		—		94,652		—		—		94,652

Other comprehensive loss	—		—		—		(51,167)		—		(51,167)


January 31, 2025	$	12,253	$	719,073	$	4,345,249	$	(236,007)	$	(1,963,957)	$	2,876,611

See accompanying notes.

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Condensed Consolidated Statements of Cash Flows


(In thousands)	Three Months Ended
Cash flows from operating activities:	January 31, 2026		January 31, 2025
Net income	$	133,382	$	94,652
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	36,585		37,031
Non-cash stock compensation	4,891		4,633
Deferred income taxes	5,620		(2,223)
Other non-cash (income) expense	(21,410)		584
(Gain) loss on sale of property, plant and equipment	(776)		166

Changes in operating assets and liabilities and other	(17,864)		24,279


Net cash provided by operating activities	140,428		159,122
Cash flows from investing activities:
Additions to property, plant and equipment	(17,513)		(21,399)

Proceeds from sale of property, plant and equipment	1,103		298
Other	(1,261)		6,825

Net cash used in investing activities	(17,671)		(14,276)
Cash flows from financing activities:
Proceeds from issuance of debt	267,360		1,655
Repayment of debt	(264,993)		(24,218)
Repayment of finance lease obligations	(1,616)		(1,320)
Issuance of common shares	18,795		1,001
Purchase of treasury shares	(86,001)		(60,098)
Dividends paid	(45,786)		(44,602)
Net cash used in financing activities	(112,241)		(127,582)

Effect of exchange rate changes on cash	1,434		(2,792)
Increase in cash and cash equivalents	11,950		14,472
Cash and cash equivalents at beginning of period	108,442		115,952
Cash and cash equivalents at end of period	$	120,392	$	130,424

See accompanying notes.

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Notes to Condensed Consolidated Financial Statements

January 31, 2026

NOTE REGARDING AMOUNTS AND FISCAL YEAR REFERENCES

In this Quarterly Report on Form 10-Q, all amounts related to United States dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. 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 ending October 31.

Significant accounting policies

Basis of presentation. The accompanying unaudited Condensed Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles in the United States ("U.S. GAAP") for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended January 31, 2026 are not necessarily indicative of the results that may be expected for the full year. For further information, refer to the Consolidated Financial Statements and notes included in our Annual Report on Form 10-K for the year ended October 31, 2025.

Consolidation. The Condensed 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% 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 Condensed Consolidated Financial Statements. Actual amounts could differ from these estimates.

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 January 31, 2026 and October 31, 2025 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 as of January 31, 2026 and October 31, 2025. Revenue recognized over time represented approximately less than ten percent of our overall consolidated revenues for the periods ended January 31, 2026 and October 31, 2025.

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

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costs is one year or less. These costs are recorded within Selling and administrative expenses in our Condensed 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, and 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 our Operating segments Note for details.

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 shares 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 for 73 and 193 common shares were excluded from the calculation of diluted earnings per share for the three months ended January 31, 2026 and 2025, 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.

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 Operating Segments Note.

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 its Annual Report on Form 10-K for the year ending October 31, 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.

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 Condensed Consolidated Statements of Income.

Receivables

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

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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 $6,504 and $7,408 on January 31, 2026 and October 31, 2025, respectively. Provision income was $589 for the three months ended January 31, 2026 compared to provision income of $382 for the three months ended January 31, 2025. The remaining change in the allowance for credit losses is principally related to the write-off of uncollectible accounts.

Inventories

Components of inventories were as follows:


	January 31, 2026		October 31, 2025
Finished goods	$	243,587	$	234,710
Raw materials and component parts	227,554		230,907
Work-in-process	61,504		57,306
	532,645		522,923
Obsolescence and other reserves	(81,507)		(78,109)

	$	451,138	$	444,814

Property, Plant and Equipment

Components of property, plant and equipment were as follows:


	January 31, 2026		October 31, 2025
Land	$	32,761	$	32,579
Land improvements	4,939		4,914
Buildings	363,125		360,038
Machinery and equipment	690,721		682,093
Enterprise management system	53,694		53,694
Construction-in-progress	40,298		29,522
Leased property under finance leases	28,656		27,680
	1,214,194		1,190,520
Accumulated depreciation	(692,686)		(673,606)
	$	521,508	$	516,914

Depreciation expense was $17,016 and $17,720 for the three months ended January 31, 2026 and 2025, respectively.

Goodwill and other intangible assets

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 for the three months ended January 31, 2026 by operating segment:


	IPS		MFS		ATS		Total
Balance at October 31, 2025	$	1,210,366	$	1,647,468	$	446,851	$	3,304,685


Currency effect	23,125		1,163		3,271		27,559
Balance at January 31, 2026	$	1,233,491	$	1,648,631	$	450,122	$	3,332,244

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Information regarding intangible assets subject to amortization:


	January 31, 2026
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	910,541	$	405,243	$	505,298
Patent/technology costs	237,558		162,588		74,970
Trade name	170,403		79,215		91,188
Non-compete agreements	8,686		8,686		—
Other	921		921		—
Total	$	1,328,109	$	656,653	$	671,456

	October 31, 2025
	Carrying Amount		Accumulated Amortization		Net Book Value
Customer relationships	$	899,402	$	390,751

SEC Form 10-Q filed by Nordson Corporation