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Nordson Corp 8-K Filings

NDSN NASDAQ

Every 8-K that Nordson Corp (NDSN) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.

A 8-K covers material events a company has to report between its quarterly reports, so if you follow NDSN and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full NDSN filings page.

Rhea-AI Summary

Nordson Corporation (NDSN) reported record fiscal third quarter 2026 results, with sales of $817.7 million, up 10% from $741.5 million a year earlier, driven by approximately 12% organic growth across all segments. Net income rose to $152.8 million, and diluted EPS reached a record $2.73 versus $2.22.

Adjusted diluted EPS, excluding acquisition-related items and a non-cash minority investment loss, was a record $3.25, up 19% from $2.73. EBITDA was an all-time quarterly record of $262.5 million, maintaining a 32% margin. Backlog increased 35% year-over-year, reflecting strong demand.

All three segments achieved record or strong sales, led by Advanced Technology Solutions with 28% growth and a 30% EBITDA margin. Nordson raised full-year guidance to sales of $3.04–$3.08 billion and adjusted EPS of $11.80–$12.00 per diluted share. Year-to-date free cash flow was $530.2 million, supporting debt reduction, dividends, and share repurchases.

Rhea-AI 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.

Rhea-AI Summary

Nordson Corporation reported record second quarter fiscal 2026 results and raised its full year outlook. Sales reached a second quarter record of $741 million, up 8% from $683 million a year earlier, driven by 7% organic growth and a 3% favorable currency impact, partly offset by a divestiture and a small acquisition.

Net income was $117 million, or $2.09 diluted EPS, compared with $112 million, or $1.97 per diluted share. Results included a one-time non-cash pension settlement charge and a non-cash loss on minority investments. Excluding these items and acquisition-related costs, adjusted diluted EPS reached a record $2.86, up 18% from $2.42.

EBITDA was also a second quarter record at $235 million, or 32% of sales, up from $217 million. All three segments delivered record or higher second quarter sales, and backlog increased 18% year-over-year, supporting stronger demand. For the third quarter, the company forecasts sales of $760–$790 million and adjusted diluted EPS of $2.95–$3.15. For the full fiscal year, Nordson now expects sales of $2.93–$3.01 billion and adjusted diluted EPS of $11.30–$11.80, reflecting confidence in ongoing momentum across its end markets.

Rhea-AI Summary

Nordson Corporation reported the results of its 2026 annual shareholder meeting. A quorum was reached, with 51,055,498 of 55,703,436 shares entitled to vote, or 91.66%, represented in person or by proxy.

Shareholders elected Christopher L. Mapes, Michael Merriman, Jr. and Sundaram Nagarajan to the Board of Directors, each to serve until the 2029 annual meeting of shareholders. Ernst & Young LLP was ratified as the independent registered public accounting firm for the fiscal year ending October 31, 2026, with 49,580,119 votes for, 1,345,801 against and 129,576 abstaining. Shareholders also approved, on an advisory, non-binding basis, the compensation of the company’s named executive officers, with 44,107,303 votes for, 2,269,515 against, 166,998 abstentions and 4,511,681 broker non-votes.

Rhea-AI Summary

Nordson Corporation reported record first quarter fiscal 2026 results and raised its full-year outlook. Sales reached $669 million, up about 9% from $615 million a year earlier, driven by 7% organic growth and favorable currency.

Net income rose to $133 million, with diluted earnings per share increasing to $2.38 from $1.65, a 44% gain helped by a non-cash gain on a minority investment. Adjusted diluted EPS, which excludes this gain and acquisition-related amortization, was a record $2.37, up 15% from $2.06.

EBITDA was also a first quarter record at $203 million, representing 30% of sales. Advanced Technology Solutions led growth with 23% higher sales and a 43% increase in EBITDA, while backlog grew approximately 4% year-over-year. The company now expects full-year sales of $2,860 to $2,980 million and adjusted EPS of $11.00 to $11.60, and forecasts second quarter sales of $710 to $740 million and adjusted EPS of $2.70 to $2.90.

Rhea-AI Summary

Nordson Corporation entered into an amended and restated senior unsecured multicurrency revolving credit agreement providing a $1,200 million revolving credit facility maturing on January 30, 2031. The facility supports borrowings in several major currencies and includes sub-facilities for standby letters of credit and swingline loans.

Loans under the facility bear interest at a base or benchmark rate plus a margin tied to Nordson’s leverage ratio or debt rating. Proceeds may be used for working capital, acquisitions, other general corporate purposes, and refinancing. At closing, Nordson used the new facility to repay and retire $248.0 million of outstanding term loans under its prior credit facility.

Rhea-AI Summary

Nordson Corporation adopted a new Executive Severance Policy, effective November 1, 2025, providing severance protections for U.S.-based executive officers following certain terminations that occur outside the two-year Change in Control Protection Period. Executives with separate severance agreements, such as CEO Sundaram Nagarajan, are excluded.

A Qualifying Termination includes termination by the company without “cause” or by the executive for “good reason.” Benefits include a lump-sum cash payment equal to annual base salary, a pro-rated annual incentive bonus based on actual full-year performance, continued employer portion of medical, dental, and vision premiums for up to 12 months, outplacement services for up to 12 months capped at $10,000, and equity awards treated under existing plans.

Benefits require a release of claims and compliance with confidentiality, non-disparagement, cooperation, and, where enforceable, one-year non-competition and non-solicitation covenants. The policy is administered by the Compensation Committee and may be amended or terminated without impairing benefits already triggered. The full text will be filed with the Form 10-K for the fiscal year ending October 31, 2025.

Rhea-AI 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.