AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Policy quality-scores-2: six equally weighted categories. The overall score requires full coverage. Missing inputs are not zero. Qualitative grades are sourced interpretations, not probabilities. 6/6 · 18/10/2026
Moat50
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
structural advantage · 2/4 · The intellectual-property portfolio, proprietary production technologies and application support establish differentiated capabilities, supported by organic growth across segments. Relative superiority and the strength of barriers remain incompletely demonstrated.
durability · 2/4 · Diversified intellectual property and embedded applications support persistence beyond a single product or patent. Alternative techniques, imperfect protection and continuing innovation requirements limit demonstrated durability.
customer dependency · 2/4 · Use within medical devices and multiple electronics production stages, together with customer-specific contracts, supports application dependence indirectly. No passage establishes replacement costs, qualification barriers or exclusive reliance.
erosion resilience · 2/4 · Broad organic growth and consolidated margin stability support current resilience. Historical pass-through delays and realized IPS margin compression show that differentiation does not fully insulate results from cost pressure.
Pricing power44
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
realized pricing · 1/4 · The historical delay between input-cost increases and product-price increases is direct evidence of fragile cost pass-through. Competitive constraints are disclosed as risks; no quantified pricing contribution establishes stronger realized pricing.
retention · 2/4 · Integrated components, customer-specific work and organic growth across segments support continuing demand indirectly. The passages do not separate repeat customers from new customers or demonstrate retention following price changes.
margin resilience · 2/4 · Gross margin was unchanged in fiscal 2025 and improved modestly in the first nine months of 2026. However, IPS EBITDA margin fell despite higher sales, with innovation spending and near-term inflation cited. Consolidated resilience is demonstrated, but insulation across segments and attribution to pricing are mixed.
contractual freedom · 2/4 · Predominantly short-term contracts limit the duration of price commitments, but fixed prices constrain repricing during performance. Certain customer-specific contracts protect payment for completed work plus a reasonable margin. Unilateral price-reset rights are not disclosed.
Predictability100
Five consecutive annual periods. Equal weights: nondeclining revenue frequency; revenue-growth volatility (5–40pp); positive FCF frequency; FCF-margin volatility (3–20pp). Stability indicator, not a growth forecast.
- Nondeclining revenue years (%)
- 100.00
- Revenue growth volatility (pp)
- 3.19
- Positive FCF years (%)
- 100.00
- FCF margin volatility (pp)
- 2.41
Financial strength61
Equal-weight grades: debt/FCF (1–8x), net debt/earnings before interest and tax (0–5x), interest service (1–12x), current ratio (0.75–2x). Earnings use reported operating income, or reported pretax profit plus reported interest expense when operating income is unavailable. Interest service uses earnings/interest expense; if unavailable, it uses reported operating cash flow/cash interest paid, without relabeling cash paid as accrued expense. Nonpositive cash flow/earnings score 0 for their service component; reported zero interest with a positive numerator scores 100. Net cash scores 100 for net leverage. Missing disclosures remain unavailable. General nonfinancial-company rubric, not a credit rating; exceptional and nonoperating gains are not normalized out. IFRS finance-cost and cash-flow classifications retain their reported scope.
- debtFcfGrade
- 71.15
- netDebtEbitGrade
- 46.95
- interestCoverageGrade
- 53.03
- currentRatioGrade
- 71.13
- Debt / FCF (x)
- 3.02
- Net debt / operating income (x)
- 2.65
- Interest coverage (x)
- 6.83
- Current ratio (x)
- 1.64
Capital allocation91
Three-year equal-weight indicators: pretax return on average invested capital (0–25%; equity + debt − cash, each year and its prior year), share-count growth (0–5%, lower better), share-based cost/revenue (2–20%, lower better), consolidated FCF/net income (0–1x). Return uses reported operating income or, if unavailable, EBIT calculated from reported pretax profit plus reported interest expense; exceptional/nonoperating gains are not normalized out. Share-based cost uses the reported cash-flow add-back or, if absent, separately reported recognized compensation expense; the latter never becomes an FCF adjustment. Nonpositive net income scores 0 for cash conversion; absent income/FCF stays unavailable. Nonpositive invested capital has no defined return and remains unavailable. Does not establish acquisition quality or buyback timing.
- 3-year pre-tax operating return (%)
- 15.96
- 3-year average dilution (%)
- -0.59
- 3-year average SBC / revenue (%)
- 0.75
- cashConversionGrade
- 100.00
Management69
Equal-weight average of four evidence-backed rubric grades (0–4), scaled to 100.
capital discipline · 2/4 · Nine-month operating cash flow of $570.5 million funded capital spending, distributions and net debt repayment; debt carrying value declined from about $2.00 billion to $1.73 billion. These are favorable actual outcomes. Medical contract manufacturing exit losses and closure charges temper the assessment, while acquisition returns and repurchase value creation remain unestablished.
incentive alignment · 3/4 · Actual executive option grants with four-year vesting, disclosed multiyear EPS/ROIC/margin measures, ownership-related sale restrictions, anti-hedging rules and clawbacks establish substantial alignment mechanisms. Individual ownership compliance is missing, and 2025–2027 performance payouts were undetermined at the proxy disclosure date.
execution · 3/4 · Organic growth across all three segments, increased operating profit and increased operating cash generation demonstrate strong recent execution. Attribution to management is indirect operating evidence; exit charges and weaker IPS margins limit claims of consistency or exceptional long-term execution.
governance · 3/4 · A nine-of-ten independent board, independent chair and committees, disclosed attendance and evaluations, and an operative clawback policy support strong governance. Plurality elections, board discretion over resignations, the 50% special-meeting threshold and a corrected trading-plan omission temper that conclusion. Disclosed structures do not prove exceptional oversight effectiveness.
Evidence
Although in the aggregate, our global portfolio of more than 2,100 granted and pending patents and more than 1,000 trademarks are valuable assets that are important to our operations, we believe that our competitive advantage is also largely attributable to the technical, marketing, and sales competence and capabilities of our employees, rather than on any individual patent or trademark.
Business / Intellectual Property · Filed 17/12/2025
Therefore, we do not consider the expiration or loss of any single patent, trademark, or intellectual property right, to be material to our business as a whole.
Business / Intellectual Property · Filed 17/12/2025
We maintain a leadership position in our business segments by delivering high-quality, innovative products and technologies, as well as global service and technical support.
Business / Competitive Conditions · Filed 17/12/2025
Our worldwide network of direct sales and technical resources also is a competitive advantage.
Business / Competitive Conditions · Filed 17/12/2025
Consolidated Financial Results Consolidated financial results for the three months ended July 31, 2026 and July 31, 2025 were as follows: Three Months Ended (In thousands except for per-share amounts) July 31, 2026 July 31, 2025 Change Sales $ 817,667 $ 741,509 10.3 % Cost of sales 363,935 334,992 8.6 % Gross margin 453,732 406,517 11.6 % Gross margin % 55.5 % 54.8 % 0.7 % Selling and administrative expenses 230,640 206,539 11.7 % Divestiture and related charges — 12,211 100.0 % Operating profit 223,092 187,767 18.8 % Interest expense - net (20,359) (25,698) (20.8) % Other expense - net (16,794) (2,945) 470.3 % Income before income taxes 185,939 159,124 16.9 % Income tax expense 33,093 33,340 (0.7) % Net income $ 152,846 $ 125,784 21.5 % Page 21 Table of Contents Nordson Corporation Consolidated financial results for the nine months ended July 31, 2026 and July 31, 2025 were as follows: Nine Months Ended (In thousands except for per-share amounts) July 31, 2026 July 31, 2025 Change Sales $ 2,227,975 $ 2,039,867 9.2 % Cost of sales 1,004,044 923,550 8.7 % Gross margin 1,223,931 1,116,317 9.6 % Gross margin % 54.9 % 54.7 % 0.2 % Selling and administrative expenses 637,231 606,642 5.0 % Divestiture and related charges — 12,211 100.0 % Operating profit 586,700 497,464 17.9 % Interest expense - net (64,680) (77,335) (16.4) % Pension settlement charge (24,049) — 100.0 % Other expense - net (6,357) (5,380) 18.2 % Income before income taxes 491,614 414,749 18.5 % Income tax expense 88,070 81,909 7.5 % Net income $ 403,544 $ 332,840 21.2 % Net Sales Net sales for the IPS, MFS and ATS segments were as follows: Three Months Ended Variance - Increase (Decrease) Jul 31, 2026 % of Total Jul 31, 2025 % of Total Organic Acquisitions / Divestitures Currency Total IPS $ 367,249 44.9% $ 350,784 47.3% 3.3 % 0.9 % 0.5 % 4.7 % MFS 230,538 28.2% 219,465 29.6% 10.6 % (5.6) % — % 5.0 % ATS 219,880 26.9% 171,260 23.1% 30.9 % — % (2.5) % 28.4 % Total $ 817,667 $ 741,509 11.7 % (1.2) % (0.2) % 10.3 % Nine Months Ended Variance - Increase (Decrease) Jul 31, 2026 % of Total Jul 31, 2025 % of Total Organic Acquisitions / Divestitures Currency Total IPS $ 1,044,576 46.9% $ 970,079 47.6% 3.8 % 0.6 % 3.3 % 7.7 % MFS 636,571 28.6% 615,883 30.2% 7.1 % (4.6) % 0.9 % 3.4 % ATS 546,828 24.5% 453,905 22.2% 20.1 % — % 0.4 % 20.5 % Total $ 2,227,975 $ 2,039,867 8.4 % (1.2) % 2.0 % 9.2 % Three Months Ended July 31, 2026 The IPS organic sales increase of 3.3 percent was driven by strength in packaging, industrial coatings, polymer processing and nonwovens product lines.
MD&A / Consolidated Financial Results and Net Sales, pages 21–22 · Filed 20/08/2026
We operate in a competitive global marketplace and compete with many large, well-established and highly competitive manufacturers and service providers.
Business / Competitive Conditions · Filed 17/12/2025
Our equipment is sold in competition with a wide variety of alternative bonding, sealing, finishing, coating, processing, testing, inspecting and fluid control techniques.
Business / Competitive Conditions · Filed 17/12/2025
The agreements may be breached or terminated, and we may not have adequate remedies for any breach, and existing trade secrets, patent and copyright law afford us limited protection.
Risk Factors / Intellectual-property protection · Filed 17/12/2025
Difficulties or delays in research, development or production of new or enhanced products, or failure to gain market acceptance of new or enhanced products and technologies may reduce future sales and adversely affect our competitive position.
Risk Factors / Product innovation · Filed 17/12/2025
While we generally attempt to pass along higher raw material, part and component costs to our customers in the form of price increases, there historically has been a delay between an increase in our raw material costs and our ability to increase the prices of our products.
Risk Factors / Raw-material costs and price pass-through · Filed 17/12/2025
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.
Notes / Segment descriptions / Advanced Technology Solutions · Filed 20/08/2026
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.
Notes / Segment descriptions / Medical and Fluid Solutions · Filed 20/08/2026
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.
Notes / Revenue recognition / Customer-specific products · Filed 20/08/2026
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.
Notes / Revenue recognition / Contractual payment entitlement · Filed 20/08/2026
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.
Notes / Revenue recognition / Short-term fixed-price contracts · Filed 20/08/2026
Additionally, we may not be able to increase the prices of our products due to competitive pricing pressure and other factors.
Risk Factors / Competitive pricing pressure · Filed 17/12/2025
Page 23 Table of Contents Nordson Corporation Profit Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the three and nine months ended July 31, 2026 and July 31, 2025, respectively: Three Months Ended Jul 31, 2026 % of Sales Jul 31, 2025 % of Sales % of Sales Change Industrial precision solutions $ 129,900 35.4% $ 130,130 37.1% (1.7)% Medical and fluid solutions 88,291 38.3% 83,153 37.9% 0.4% Advanced technology solutions 65,695 29.9% 41,546 24.3% 5.6% Total segment EBITDA 283,886 34.7% 254,829 34.4% 0.3% Inventory step-up amortization (2,269) — Acquisition costs (576) (235) Severance and other — (451) Divestiture and related charges — (12,211) Depreciation and amortization (36,546) (37,847) Corporate expenses (21,403) (16,318) Operating profit $ 223,092 $ 187,767 Nine Months Ended Jul 31, 2026 % of Sales Jul 31, 2025 % of Sales % of Sales Change Industrial precision solutions $ 363,789 34.8% $ 356,453 36.7% (1.9)% Medical and fluid solutions 237,690 37.3% 224,023 36.4% 0.9% Advanced technology solutions 146,622 26.8% 103,833 22.9% 3.9% Total segment EBITDA 748,101 33.6% 684,309 33.5% 0.1% Inventory step-up amortization (3,404) (3,135) Acquisition costs (1,110) (1,778) Severance and other — (16,725) Divestiture and related charges — (12,211) Depreciation and amortization (109,446) (112,454) Corporate expenses (47,441) (40,542) Operating profit 586,700 497,464 Three Months Ended July 31, 2026 Segment EBITDA for IPS decreased 170 basis points despite higher sales due to continued investment in innovation and select near-term inflationary pressures.
MD&A / Segment EBITDA and IPS inflation pressures, page 23 · Filed 20/08/2026
2025 versus 2024: Gross margins were unchanged at 55.2 percent, while the increase in selling and administrative expenses was primarily driven by the full-year impact of the Atrion acquisition, partially offset by lower non-recurring acquisition costs.
MD&A / 2025 versus 2024 gross margins · Filed 17/12/2025
Page 6 Table of Contents Nordson Corporation Condensed Consolidated Statements of Cash Flows (In thousands) Nine Months Ended Cash flows from operating activities: July 31, 2026 July 31, 2025 Net income $ 403,544 $ 332,840 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 109,446 112,454 Pension settlement charge 24,049 — Non-cash stock compensation 17,512 13,255 Deferred income taxes (8,647) (3,303) Other non-cash expense 6,167 2,009 (Gain) loss on sale of property, plant and equipment (247) 193 Divestiture and related charges — 12,211 Changes in operating assets and liabilities and other 18,649 46,605 Net cash provided by operating activities 570,473 516,264 Cash flows from investing activities: Additions to property, plant and equipment (40,313) (49,002) Proceeds from sale of property, plant and equipment 1,107 305 Other (4,620) 3,967 Acquisition of business, net of cash acquired (11,643) — Net cash used in investing activities (55,469) (44,730) Cash flows from financing activities: Proceeds from issuance of debt 269,380 24,952 Proceeds from (repayment of) short-term debt - net 192,000 — Repayment of debt (719,405) (119,616) Repayment of finance lease obligations (5,633) (4,083) Issuance of common shares 49,143 5,419 Purchase of treasury shares (158,792) (218,194) Dividends paid (137,384) (133,008) Net cash used in financing activities (510,691) (444,530) Effect of exchange rate changes on cash 676 4,832 Increase in cash and cash equivalents 4,989 31,836 Cash and cash equivalents at beginning of period 108,442 115,952 Cash and cash equivalents at end of period $ 113,431 $ 147,788 See accompanying notes.
Condensed Consolidated Statements of Cash Flows / Nine months ended July 31, 2026 · Filed 20/08/2026
July 31, 2026 October 31, 2025 Carrying Amount Fair Value Carrying Amount Fair Value Debt (including current portion) $ 1,731,005 $ 1,743,471 $ 1,996,254 $ 2,038,869 Long-term and short-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.
Notes / Financial instruments / Debt carrying amounts · Filed 20/08/2026
We recorded a loss on the sale of $5,857.
Note 4 / Divestiture and related charges · Filed 17/12/2025
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.
Note 4 / Medical contract manufacturing exit · Filed 17/12/2025
2025 Stock Options – Grant of Award We granted stock options for 2025 to our executive officers on December 20, 2024 following the Compensation Committee’s December meeting.
Executive Compensation / 2025 stock-option grants · Filed 16/01/2026
Stock options vest in 25% increments over a four-year period (on the first four anniversaries of the grant date) and generally expire ten years from the grant date.
Executive Compensation / Stock-option vesting · Filed 16/01/2026
Range: 0-200% Three-year performance period • 40% Adjusted EPS Growth • 30% ROIC • 30% EBITDA Margin Stock Options (30%) Incentivizes executives through share price appreciation.
Executive Compensation / Long-term incentive performance measures · Filed 16/01/2026
✓ Share Ownership Guidelines. There are restrictions on sales of vested awards until an executive officer has attained meaningful stock ownership.
Executive Compensation / Share ownership guidelines · Filed 16/01/2026
We prohibit directors and executive officers from pledging Nordson securities for loans or engaging in hedging transactions.
Executive Compensation / Hedging and pledging prohibitions · Filed 16/01/2026
2 | Nordson Corporation – 2026 Proxy Statement Table of Contents GOVERNANCE HIGHLIGHTS BOARD SNAPSHOT GOVERNANCE PROFILE Board Composition • Board Size 10 • Number of Independent Directors 9 • Independent Chair of the Board Yes • Percentage of Independent Committee Members 100% • Limit on Director Services on Other Boards Yes • Mandatory Retirement Age Policy Yes • Resignation Policy Yes Corporate Governance • Board and Committee Meetings Held in 2025 18 • Directors Attending Fewer than 75% of Meetings 0 • Regular Executive Sessions of Independent Directors Yes • Annual Board and Committee Self-Evaluations Yes • Annual Independent Director Evaluation of President & CEO Yes • Majority Voting Policy For Directors Yes • Risk Oversight by Full Board and Committees Yes • Strong Board Oversight of Corporate Responsibility Yes • Strong Board Oversight of Cybersecurity Yes • Strong Board Oversight Of Corporate Culture And Strategy Yes Stakeholder and Governance Practices • One Share, One Vote Standard Yes • No Shareholder Rights Or “poison Pill” Yes • Shareholder Rights To Call A Special Meeting** Yes • Corporate Responsibility Report With Climate Targets Yes • Code of Conduct for Directors, NEOs and Employees Yes • Supplier Code of Conduct Yes • Insider Trading, Anti-Hedging/ Pledging Policy Yes • Independent Auditor: Ernst & Young LLP Yes Compensation Practices • Pay for Performance Yes • Annual Say-on-Pay Advisory Vote Yes • Compensation Aligned With Strategic Initiatives Yes • Incentive Plans Do Not Encourage Excessive Risk Taking Yes • No Excessive Perquisites Yes • Robust Share Ownership Guidelines for Directors and NEOs Yes • Clawback Policy Yes • Double-trigger Change In Control Policy Yes • Severance Policy Yes • Independent Compensation Consultant-FW Cook Yes • CEO Pay Ratio 130:1 ** Special meetings can be called by shareholders holding at least 50% of the voting power Nordson Corporation – 2026 Proxy Statement | 3 Table of Contents 2025 HIGHLIGHTS FINANCIAL Sales EBITDA(1) Operating Profit $2.8 Billion A Nordson Record $900 Million A Nordson Record $712 Million 25% of Sales Dividends Paid Total Shareholder Return(2) Net Income/Free Cash Flow(1) $179 Million 62nd consecutive year dividend has increased 10 Year = 226% $484 Million/ $661 Million FCF 136% of net income GOVERNANCE Board Refreshment Leadership Changes Corporate Responsibility • Ginger Jones was appointed as Audit Committee Chair in March 2025, bringing our standing committees chaired by women to 50%.
Governance Highlights / Board composition and shareholder rights, page 3 · Filed 16/01/2026
Majority Voting Policy The Director nominees receiving the greatest number of votes will be elected (plurality standard).
Corporate Governance / Director election plurality standard · Filed 16/01/2026
The Governance and Sustainability Committee of the Board Nordson Corporation – 2026 Proxy Statement | 19 Table of Contents would then consider each resignation and determine whether to accept or reject it.
Corporate Governance / Board discretion over director resignations · Filed 16/01/2026
Under the policy, we require our current and former officers within the meaning of Rule 16a-1(f) to repay, without regard to taxes paid, excess cash-based incentive compensation and/or equity incentive awards in the event the incentive compensation was calculated based on financial statements that were required to be restated due to material noncompliance with financial reporting requirements (including both “big R” and “little r” restatements), without regard to any fault or misconduct and that noncompliance resulted in overpayment of the incentive compensation within the three fiscal years preceding the date the restatement was required (unless an enumerated clawback exception applies).
Executive Compensation / Incentive compensation clawback · Filed 16/01/2026
3 This Rule 10b5‑1 trading plan, which was adopted on January 13, 2026, was inadvertently omitted from the Company’s Form 10‑Q for the quarter ended January 31, 2026, due to a clerical error and is being disclosed in this Form 10‑Q.
Other Information / Correction of omitted trading-plan disclosure · Filed 21/05/2026
The following table provides information regarding the share payout opportunities for each of the named executive officers at threshold, target, and maximum performance for the 2025-2027 performance period: Named Executive Officer Threshold Payout (# Shares) Target Payout (# Shares) Maximum Payout (# Shares) Target Earned Date Actual Payout Sundaram Nagarajan 6,205 12,410 24,820 October 31, 2027 Not determined Daniel Hopgood 1,501 3,002 6,004 October 31, 2027 Not determined Joseph Kelley 1,752 3,503 7,006 October 31, 2027 Not determined Jennifer McDonough 901 1,801 3,602 October 31, 2027 Not determined Srinivas Subramanian 751 1,501 3,002 October 31, 2027 Not determined Stephen Lovass 851 1,701 3,402 October 31, 2027 Not determined Stock Options Stock options align the interests of the named executive officers with those of shareholders because the stock options are granted with an exercise price equal to the fair market value on the grant date, meaning they only have value if the price of the Company’s share price increases after the stock options are awarded.
Executive Compensation / 2025–2027 performance awards and undetermined payouts · Filed 16/01/2026
