NDSN Board Approves Additional $500M Share Repurchase

Rhea-AI Filing Summary

Nordson Corporation reported that its Board authorized an additional $500 million share repurchase program, increasing total available authorization to approximately $793 million when combined with roughly $293 million remaining from prior approvals. The company said repurchases may occur in the open market, via privately negotiated transactions, or through Rule 10b5-1 trading plans, and that timing, amount, price and manner will be determined at management's discretion based on business, economic, market and regulatory factors. The program does not obligate Nordson to buy any specific amount and may be suspended or discontinued.

Positive

• Additional $500 million authorization increases total share repurchase capacity to approximately $793 million
• Execution flexibility: repurchases may be made in the open market, in privately negotiated transactions, or via Rule 10b5-1 plans
• Preserves optionality for capital allocation by authorizing repurchases without committing to a specific purchase amount

Negative

• No obligation to repurchase: the program "does not obligate the Company to acquire any particular amount of common stock"
• Repurchases discretionary and may be suspended, meaning there is no guaranteed timing or scale of buybacks

Insights

Financial Analyst

TL;DR: Board added $500M to buyback capacity, boosting total authorization to ~$793M; repurchases remain discretionary.

Nordson's additional $500 million authorization materially increases available capital return capacity to investors while preserving flexibility on timing and execution. The company explicitly retains discretion over timing, price and amount, which limits predictability of near-term share reduction or EPS impact. Use of open market purchases, private transactions and 10b5-1 plans provides execution flexibility but also means repurchases will depend on market conditions and internal capital priorities.

Corporate Governance Expert

TL;DR: Governance permits significant buybacks but includes standard non-obligation and suspension clauses.

The Board-approved authorization follows common governance practice by setting a ceiling rather than a commitment. Including Rule 10b5-1 plans and private transactions gives management execution tools while the non-binding nature and suspension language protect the company from legal and regulatory constraints. Shareholders should note this is an authorization, not a mandate, and repurchase execution will be subject to the company’s discretion and external conditions.

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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): August 18, 2025

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 2.02.    Results of Operations and Financial Condition.

On August 20, 2025, Nordson Corporation issued a press release relating to its results of operations for the third quarter of fiscal 2025. A copy is attached as Exhibit 99.1.

Item 7.01.    Regulation FD Disclosure.

Nordson Corporation will provide additional commentary on third quarter fiscal 2025 results and outlook during a webcast on Thursday, August 21, 2025 at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. For persons unable to listen to the live broadcast, a replay will be available after the event.

As provided in General Instruction B.2 of Form 8-K, the information contained in Items 2.02 and 7.01 of this Form 8-K shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall any such information be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01    Other Events.

On August 18, 2025, the Board of Directors of Nordson Corporation (the “Company”) authorized the repurchase of an additional $500 million of the Company’s outstanding common shares. The increased share repurchase authorization, when added to the approximate $293 million remaining from previously approved Board share repurchase authorizations, provides the Company with a total share repurchase authorization of approximately $793 million.

Repurchases may be made from time to time in the open market, in privately negotiated transactions, or by other means, including through Rule 10b5-1 trading plans, in accordance with applicable securities laws and other legal requirements. The timing, manner, price, and amount of any repurchases will be determined at the Company’s discretion and will depend on a variety of factors, including business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations. The repurchase program does not obligate the Company to acquire any particular amount of common stock and may be suspended or discontinued at any time.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

99.1						Press release of Nordson Corporation dated August 20, 2025.
104						Cover Page Interactive Data File (embedded within the inline XBRL document).

SIGNATURE

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

						NORDSON CORPORATION
Date:			August 20, 2025			By:			/s/ Joseph Rutledge
									Joseph Rutledge
									Chief Accounting Officer

FAQ

What did Nordson (NDSN) announce in this 8-K?

The Board authorized an additional $500 million share repurchase, increasing total available authorization to approximately $793 million.

How will Nordson execute the repurchase program?

Repurchases may be made in the open market, in privately negotiated transactions, or through Rule 10b5-1 trading plans, per the filing.

Is Nordson required to buy a specific amount of shares under the program?

No. The filing states the repurchase program does not obligate the Company to acquire any particular amount of common stock.

Will Nordson definitely repurchase shares immediately?

No. The timing, manner, price, and amount will be determined at management's discretion and may be suspended or discontinued.

What factors did Nordson cite that could affect repurchases?

Repurchases will depend on business, economic and market conditions, corporate and regulatory requirements, prevailing stock prices, and other considerations.