Nordson sets up $1.2B commercial paper program

Nordson Corporation established a new commercial paper program that allows it to issue unsecured short-term notes with up to $1.2 billion outstanding at any time.

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Nordson Corporation established a new commercial paper program that allows it to issue unsecured short-term notes with up to $1.2 billion outstanding at any time. These notes will be issued on a private placement basis and may be sold at a discount or at par with interest rates set by market conditions on each issue date.

The notes will have varying maturities but cannot exceed 364 days from issuance, and proceeds are intended for general corporate purposes. A national bank serves as issuing and paying agent, and Nordson has entered into substantially identical dealer agreements with multiple commercial paper dealers that include customary representations, covenants and indemnification. The notes are not registered under the Securities Act of 1933 and will only be offered under applicable registration exemptions.

Insights

Nordson adds flexible short-term funding capacity via a $1.2B commercial paper program.

Nordson Corporation has put in place an unsecured commercial paper program permitting up to $1.2 billion of notes outstanding. Commercial paper is short-term debt, and here each note’s maturity is capped at 364% days from issuance, aligning the structure with working-capital style funding.

The notes will be issued privately, either at a discount or at par with market-based interest, and proceeds are earmarked for general corporate purposes. Dealer agreements with multiple counterparties and a national bank acting as issuing and paying agent provide distribution and settlement infrastructure while remaining subject to exemptions from registration under the Securities Act of 1933.

8-K Event Classification

Item 2.03 — Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement

1 item

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Key Figures

Commercial paper capacity: $1.2 billion Maximum note maturity: 364 days Effective date: June 2, 2026

3 metrics

Commercial paper capacity $1.2 billion Maximum aggregate face or principal amount outstanding at any time under the program

Maximum note maturity 364 days Maximum maturity of each commercial paper note from its date of issue

Effective date June 2, 2026 Date Nordson established the commercial paper program

Key Terms

commercial paper program, Dealer Agreements, issuing and paying agent, Securities Act of 1933

4 terms

commercial paper program financial

"Nordson Corporation established a new commercial paper program under which the Company may issue unsecured commercial paper notes."

A commercial paper program is a formal way a company issues very short-term IOUs to raise quick cash, typically for days to months, without using a bank loan. Investors care because it shows how the company manages short-term funding and how trustworthy it appears—like watching whether someone keeps using and repaying a credit card; frequent use or higher costs can signal cash strain, while smooth issuance suggests healthy liquidity.

Dealer Agreements financial

"the Company also entered into commercial paper dealer agreements (each, a "Dealer Agreement") with commercial paper dealers."

issuing and paying agent financial

"A national bank acts as the issuing and paying agent under the Program pursuant to the terms of an issuing and paying agent agreement."

Securities Act of 1933 regulatory

"The Notes have not been and will not be registered under the Securities Act of 1933 (the "Securities Act"), or any state securities laws."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What financing program did NDSN establish in this 8-K?

Nordson Corporation established a new unsecured commercial paper program. It allows the company to issue short-term notes on a private placement basis through dealers for general corporate purposes.

What is the maximum size of Nordson’s new commercial paper program?

The program permits up to $1.2 billion of commercial paper notes outstanding at any time. This cap applies to the aggregate face or principal amount of notes across all issuances under the program.

How long can Nordson’s commercial paper notes remain outstanding?

Each commercial paper note issued under the program may have a maturity of up to 364 days from its issue date. Maturities can vary by issuance, but cannot exceed this 364-day limit.

How will Nordson use proceeds from the commercial paper notes?

Nordson plans to use proceeds from the commercial paper notes for general corporate purposes. This broad category can include routine funding needs, but the filing does not specify particular projects or transactions.

Are Nordson’s commercial paper notes registered under the Securities Act of 1933?

The notes have not been and will not be registered under the Securities Act of 1933 or state securities laws. They may only be offered and sold using applicable registration exemptions described in the filing.

Who are the key intermediaries in Nordson’s commercial paper program?

Nordson entered into substantially identical dealer agreements with multiple commercial paper dealers. A national bank acts as issuing and paying agent under a separate agreement, handling issuance and payment flows for the notes.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/03/2026 - 08:51 AM

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 2, 2026

NORDSON CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Ohio	000-07977	34-0590250
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)


28601 Clemens Road Westlake, Ohio 44145 (Address of Principal Executive Offices, including Zip Code)

Registrant’s Telephone Number, including Area Code: 440-892-1580

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

Item 2.03 Creation of a Direct Financial Obligation or Obligations under an Off-Balance Sheet Arrangement of a Registrant

On June 2, 2026 (the “Effective Date”), Nordson Corporation (the “Company”) established a new commercial paper program (the “Program”), under which the Company may issue unsecured commercial paper notes (the “Notes”) on a private placement basis up to a maximum aggregate amount outstanding at any time of $1.2 billion. On the Effective Date, the Company also entered into commercial paper dealer agreements (each, a “Dealer Agreement”) with commercial paper dealers (each, a “Dealer” and, collectively, the “Dealers”). The Dealer Agreements are substantially identical in all material respects except as to the parties thereto. A national bank acts as the issuing and paying agent under the Program pursuant to the terms of an issuing and paying agent agreement. Under the Program, the Company may issue Notes from time to time, and the proceeds of the Notes will be used for general corporate purposes.

The Dealer Agreements provide the terms under which the Dealers will either purchase from the Company or arrange for the sale by the Company of Notes pursuant to an exemption from federal and state securities laws. The Dealer Agreements contain customary representations, warranties, covenants and indemnification provisions. The maturities of the Notes will vary, but may not exceed 364 days from the date of issue. The face or principal amount of Notes outstanding under the Program at any time may not exceed $1.2 billion. The Notes will be sold at a discount from par or, alternatively, will be sold at par and bear interest at rates that will vary based on market conditions at the time of the issuance of the Notes.

The Notes have not been and will not be registered under the Securities Act of 1933 (the “Securities Act”), or any state securities laws, and may not be offered and sold except in compliance with an applicable exemption from the registration requirements of the Securities Act and any applicable state securities laws. The information contained in this Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to purchase any securities, nor shall there be any sale of the Notes in any jurisdiction in which such offer, solicitation or sale would be unlawful.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


		NORDSON CORPORATION

Date:	June 3, 2026	By:	/s/ Jennifer L. McDonough
			Jennifer L. McDonough
			Executive Vice President, General Counsel & Secretary

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

3 documents

Nordson sets up $1.2B commercial paper program

Rhea-AI Filing Summary

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