NORDSON CORP — fact timeline

NORDSON CORP incurred senior notes of up to $1.2 billion at will vary based on market conditions at the time of the issuance of the Notes maturing not exceed 364 days from the date of issue.

“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.”

NORDSON CORP reported second quarter of fiscal 2026 results: revenue $741 million, net income $117 million, EPS $2.09 per diluted share. Guidance raised.

“--- Nordson Corporation Reports Record Second Quarter Fiscal 2026 Results and Increases Full Year Guidance Second Quarter Highlights: • Sales were a second quarter record of $741 million, an increase of 8% year-over-year • Earnings per diluted share were $2.09, up 6% year-over-year • Adjusted earnings per diluted share were $2.86, a second quarter record and up”

NORDSON CORP incurred revolving credit of $1,200 million with Wells Fargo Bank, National Association, as Administrative Agent at sum of (i) either a base rate or, depending on the currency, a SOFR rate, EURIBO maturing January 30, 2031.

“provides for a $1,200 million senior unsecured multicurrency revolving credit facility”

NORDSON CORP entered into Amended and Restated Credit Agreement with Wells Fargo Bank, National Association, as a lender and as Administrative Agent for the lenders valued at $1,200 million (effective 2026-01-30).

“On January 30, 2026, Nordson Corporation (the “Company”) entered into an Amended and Restated Credit Agreement (the “Revolving Credit Agreement”) with its subsidiary, Nordson Engineering GmbH, a private limited liability company organized and existing under the laws of Germany, registered with the commercial register of the local court of Lüneburg under number HRB 999 (“Nordson GmbH”), with Wells Fargo Bank, National Association, as Administrative Agent (the “Revolving Agent”), various financial institutions named therein as lenders and Wells Fargo Securities, LLC, BofA Securities, Inc., BNP Paribas Securities Corp., JPMorgan Chase Bank, N.A., Morgan Stanley Senior Funding, Inc., and PNC Capital Markets LLC, as Joint Lead Arrangers and Joint Bookrunners.”

Stephen Lovass departed as segment leader for the Medical and Fluid Solutions Segment at NORDSON CORP.

“the Original Form 8-K reported that, on April 28, 2025, Stephen Lovass ceased to serve as segment leader for the Medical and Fluid Solutions Segment of Nordson Corporation”

Stephen Lovass departed as segment leader for the Medical and Fluid Solutions Segment at NORDSON CORP.

“Stephen Lovass ceased to serve as segment leader for the Medical and Fluid Solutions Segment of Nordson Corporation”

Daniel R. Hopgood was appointed as Executive Vice President, Chief Financial Officer at NORDSON CORP.

“appointed Daniel R. Hopgood, 52, as Executive Vice President, Chief Financial Officer of the Company, effective on his first day of employment, anticipated to be May 20, 2024”

NORDSON CORP shareholders approved Advisory approval of named executive officer compensation at the 2024-03-05 meeting.

“The Company’s shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tabular and narrative disclosure included in the Proxy Statement for the 2024 Annual Meeting.”

NORDSON CORP shareholders approved Ratification of Ernst & Young LLP as independent registered public accounting firm at the 2024-03-05 meeting.

“The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2024.”

NORDSON CORP shareholders approved Election of Directors at the 2024-03-05 meeting.

“The Company’s shareholders elected Christopher L. Mapes to the Board of Directors to serve until the 2026 annual meeting of shareholders, and Frank M. Jaehnert, Ginger M. Jones, and Milton M. Morris to the Board of Directors, each to serve until the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.”

NORDSON CORP reported first quarter of fiscal 2024 results: revenue $633 million, net income $110 million, EPS $1.90. Guidance reaffirmed.

“Sales were $633 million, a 4% increase from the prior year • Net income was $110 million • Earnings per diluted share were $1.90”

Annette Clayton was appointed as Director at NORDSON CORP.

“On February 14, 2024, the Board of Directors (the “Board”) of Nordson Corporation (the “Company”) appointed Annette Clayton as a Director to the class of directors whose term is scheduled to expire at the Company’s 2026 Annual Meeting of Shareholders and as a member of the Audit Committee.”

Christopher L. Mapes was appointed as Director at NORDSON CORP.

“Effective January 16, 2024, the Board of Directors (the “Board”) of Nordson Corporation (the “Company”) appointed Christopher L. Mapes as a Director to the class of directors whose term is scheduled to expire at the Company’s 2026 Annual Meeting of Shareholders and as a member of the Audit Committee.”

NORDSON CORP reported fiscal year ended October 31, 2023 results: revenue $2.6 billion, net income $487 million, EPS $8.46.

“Sales for the fiscal year ended October 31, 2023, were a record $2.6 billion”

NORDSON CORP reported fourth quarter ended October 31, 2023 results: revenue $719 million, net income $128 million, EPS $2.22.

“A copy is attached as Exhibit 99.1. --- EX-99.1 (EX-99.1) --- Nordson Corporation Reports Fourth Quarter and Record Fiscal Year 2023 Results Fourth Quarter: • Sales were $719 million, a 5% increase over prior year • Operating profit was $185 million • EBITDA was a quarterly record of $227 million, 32% of sales • Earnings per diluted share were $2.22 •”

Stephen Shamrock was appointed as interim Chief Financial Officer at NORDSON CORP.

“Vice President and Corporate Controller, Stephen Shamrock, 51, will be appointed as interim Chief Financial Officer effective as of the Transition Date”

Jeffrey A. Pembroke departed as Executive Vice President and Industrial Precision Solutions segment leader at NORDSON CORP.

“Jeffrey A. Pembroke, who announced his intention to retire on October 17, 2023 effective as of the Transition Date.”

Joseph P. Kelley was appointed as Executive Vice President and Industrial Precision Solutions segment leader at NORDSON CORP.

“Joseph P. Kelley, 51, Executive Vice President and Chief Financial Officer, has been appointed Executive Vice President and Industrial Precision Solutions segment leader effective November 1, 2023”

NORDSON CORP incurred senior notes of $350,000,000 aggregate principal amount of its 5.600% Notes due 2028 and $500,000,000 aggregate principal amount of the with U.S. Bank Trust Company, National Association at 5.600% per annum for the 2028 Notes; 5.800% per annum for the 2033 Notes maturing September 15, 2028 for the 2028 Notes; September 15, 2033 for the 2033 Notes.

“On September 13, 2023, Nordson Corporation (the “Company”) completed its underwritten public offering (the “Offering”) of $350,000,000 aggregate principal amount of its 5.600% Notes due 2028 (the “2028 Notes”) and $500,000,000 aggregate principal amount of the Company’s 5.800% Notes due 2033 (the “2033 Notes” and, together with the 2028 Notes, the “Notes”).”

NORDSON CORP incurred term loan of €760.0 million with JPMorgan Chase Bank, N.A., as Administrative Agent at eurocurrency rate plus an applicable margin maturing August 21, 2024.

“On August 23, 2023, Nordson Corporation (the “Company”) entered into a 364-Day Term Loan Credit Agreement (the “Term Loan Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”), Sole Lead Arranger and Sole Bookrunner, and various financial institutions named therein as lenders. The Term Loan Agreement provides for a term loan facility in the aggregate principal amount of €760.0 million (the “Term Loan Facility”).”

NORDSON CORP entered into 364-Day Term Loan Credit Agreement with JPMorgan Chase Bank, N.A., as Administrative Agent, Sole Lead Arranger and Sole Bookrunner, and various financial institutions named therein as lenders valued at €760.0 million (effective 2023-08-23).

“On August 23, 2023, Nordson Corporation (the “Company”) entered into a 364-Day Term Loan Credit Agreement (the “Term Loan Agreement”) with JPMorgan Chase Bank, N.A., as Administrative Agent (the “Agent”), Sole Lead Arranger and Sole Bookrunner, and various financial institutions named therein as lenders. The Term Loan Agreement provides for a term loan facility in the aggregate principal amount of €760.0 million (the “Term Loan Facility”).”

NORDSON CORP reported the fiscal third quarter ended July 31, 2023 results: revenue $649 million, net income $128 million, EPS $2.22.

“Nordson Corporation Reports Third Quarter Fiscal 2023 Results and Narrows Annual Guidance Third Quarter: • Sales were $649 million, a 2% decrease from the prior year • Operating profit was $171 million • EBITDA was $208 million, 32% of sales • Earnings per share were $2.22 • Adjusted earnings per share were $2.35”

Mary G. Puma resigned as Director at NORDSON CORP.

“Mary G. Puma, a member of the Board of Directors of Nordson Corporation (the “Company”), notified the Company of her intention to resign from the Company’s Board of Directors (the “Board”), effective November 1, 2023.”

NORDSON CORP terminated a credit facility valued at $200 million (effective 2023-06-06).

“, and (ii) its existing term loan credit agreement, dated January 18, 2023, which provided for a $200 million unsecured term loan credit facility.”

NORDSON CORP terminated Third Amended and Restated Credit Agreement valued at $850 million (effective 2023-06-06).

“Simultaneous with the entry into the Credit Agreement, the Company terminated (i) its existing revolving credit agreement, initially dated April 30, 2019, and subsequently amended by that certain First Amendment to Third Amended and Restated Credit Agreement on April 17, 2023, which provided for a $850 million senior unsecured revolving credit facility”

NORDSON CORP entered into Credit Agreement with Wells Fargo Bank, National Association, as Agent, and various financial institutions as lenders valued at $1,150 million aggregate commitment (effective 2023-06-06).

“On June 6, 2023, Nordson Corporation (the “Company”) and its subsidiary, Nordson Engineering GmbH (“Nordson GmbH” and, together with the Company, the “Borrowers”), entered into a Credit Agreement (the “Credit Agreement”) with Wells Fargo Bank, National Association, as Agent (the “Agent”), Wells Fargo Securities, LLC, BofA Securities, Inc., JPMorgan Chase Bank, N.A., PNC Capital Markets LLC, and U.S. Bank National Association, as Joint Lead Arrangers and Joint Bookrunners, and various financial institutions named therein as lenders.”

NORDSON CORP reported second quarter of fiscal 2023 results: revenue $650 million, net income $128 million, EPS $2.21. Guidance reaffirmed.

“is attached as Exhibit 99.1. --- EX-99.1 (EX-99.1) --- Nordson Corporation Reports Second Quarter Fiscal 2023 Results and Updates Annual Guidance Second Quarter: • Sales were $650 million, a 2% increase over the prior year • Operating profit was $173 million • Adjusted operating profit was $176 million, 27% of sales • Earnings per share were $2.21 • Adjusted”

NORDSON CORP amended First Amendment with KeyBank National Association, as administrative agent (effective 2023-04-17).

“On April 17, 2023, Nordson Corporation (the “Company”) entered into a First Amendment (the “First Amendment”) to the Third Amended and Restated Credit Agreement, dated April 30, 2019, among Nordson Corporation and KeyBank National Association, as administrative agent (the “Credit Agreement”).”

NORDSON CORP incurred term loan of €180.0 million aggregate principal amount with PNC Bank, National Association, as Administrative Agent and Lender.

“On March 24, 2023, the Company borrowed €180.0 million aggregate principal amount available under the Term Loan Facility.”

NORDSON CORP shareholders approved Amendments to Company's Regulations to allow the Board of Directors to amend the Regulations to the extent permitted by Ohio law at the 2023-02-28 meeting.

“Proposal 8 – The Company’s shareholders approved amendments to the Company’s Regulations to allow the Board of Directors to amend the Company’s Regulations to the extent permitted by Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders approved Amendments to Company's Regulations to replace certain supermajority voting requirements with a simple majority voting standard at the 2023-02-28 meeting.

“Proposal 7 – The Company’s shareholders approved amendments to the Company’s Regulations to replace certain supermajority voting requirements with a simple majority voting standard as further described in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders rejected Amendment to Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law at the 2023-02-28 meeting.

“Proposal 6 – The Company’s shareholders did not approve an amendment to the Company’s Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders rejected Amendment to Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard at the 2023-02-28 meeting.

“Proposal 5 – The Company’s shareholders did not approve amendments to the Company’s Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard as further described in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders approved Advisory, non-binding approval of frequency of approval of named executive officer compensation at the 2023-02-28 meeting.

“Proposal 4 – The Company’s shareholders approved, on an advisory, non-binding basis, the frequency of approval of the Company’s named executive officer compensation.”

NORDSON CORP shareholders approved Advisory, non-binding approval of compensation of named executive officers at the 2023-02-28 meeting.

“Proposal 3 – The Company’s shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tabular and narrative disclosure included in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending October 31, 2022 at the 2023-02-28 meeting.

“Proposal 2 – The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022.”

NORDSON CORP shareholders approved Election of four directors to the Board of Directors at the 2023-02-28 meeting.

“Proposal 1 – The Company’s shareholders elected Milton M. Morris to the Board of Directors to serve until the 2024 annual meeting of shareholders, and Michael J. Merriman, Jr., Sundaram Nagarajan, and Mary G. Puma to the Board of Directors, each to serve until the 2026 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.”

NORDSON CORP shareholders approved Amendment to Regulations to allow Board of Directors to amend Regulations to the extent permitted by Ohio law at the 2023-02-28 meeting.

“Proposal 8 – The Company’s shareholders approved amendments to the Company’s Regulations to allow the Board of Directors to amend the Company’s Regulations to the extent permitted by Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders approved Amendment to Regulations to replace certain supermajority voting requirements with a simple majority voting standard at the 2023-02-28 meeting.

“Proposal 7 – The Company’s shareholders approved amendments to the Company’s Regulations to replace certain supermajority voting requirements with a simple majority voting standard as further described in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders approved Amendment to Articles of Incorporation to adopt a simple majority voting standard replacing two-thirds default standard under Ohio law at the 2023-02-28 meeting.

“Proposal 6 – The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders rejected Amendment to Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard at the 2023-02-28 meeting.

“Proposal 5 – The Company’s shareholders did not approve amendments to the Company’s Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard as further described in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders approved Advisory, non-binding approval of the frequency of approval of named executive officer compensation at the 2023-02-28 meeting.

“Proposal 4 – The Company’s shareholders approved, on an advisory, non-binding basis, the frequency of approval of the Company’s named executive officer compensation.”

NORDSON CORP shareholders approved Advisory, non-binding approval of compensation of named executive officers at the 2023-02-28 meeting.

“Proposal 3 – The Company’s shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tabular and narrative disclosure included in the Proxy Statement for the 2023 Annual Meeting.”

NORDSON CORP shareholders approved Ratification of appointment of Ernst & Young LLP as independent registered public accounting firm for fiscal year ending October 31, 2022 at the 2023-02-28 meeting.

“Proposal 2 – The Company’s shareholders ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending October 31, 2022.”

NORDSON CORP shareholders approved Election of Directors at the 2023-02-28 meeting.

“Proposal 1 – The Company’s shareholders elected Milton M. Morris to the Board of Directors to serve until the 2024 annual meeting of shareholders, and Michael J. Merriman, Jr., Sundaram Nagarajan, and Mary G. Puma to the Board of Directors, each to serve until the 2026 annual meeting of shareholders and until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal.”

NORDSON CORP shareholders approved Amend Regulations to allow the Board of Directors to amend the Company’s Regulations to the extent permitted by Ohio law at the 2023-02-28 meeting.

“Proposal 8 – The Company’s shareholders approved amendments to the Company’s Regulations to allow the Board of Directors to amend the Company’s Regulations to the extent permitted by Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 37,194,545 11,874,795 135,005 3,306,682”

NORDSON CORP shareholders approved Amend Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law at the 2023-02-28 meeting.

“Proposal 6 – The Company’s shareholders approved an amendment to the Company’s Articles of Incorporation to adopt a simple majority voting standard to replace the two-thirds default voting standard under Ohio law as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 37,070,750 11,917,837 215,758 3,306,682”

NORDSON CORP shareholders rejected Amend Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard at the 2023-02-28 meeting.

“Proposal 5 – The Company’s shareholders did not approve amendments to the Company’s Articles of Incorporation to replace certain supermajority voting requirements with a simple majority standard as further described in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 37,076,744 11,885,307 242,294 3,306,682”

NORDSON CORP shareholders approved Advisory vote on frequency of executive compensation approval at the 2023-02-28 meeting.

“Proposal 4 – The Company’s shareholders approved, on an advisory, non-binding basis, the frequency of approval of the Company’s named executive officer compensation. The votes were cast as follows: For Against Abstain Broker Non-Votes 47,904,591 518,926 471,233 309,595”

NORDSON CORP shareholders approved Advisory vote to approve executive compensation at the 2023-02-28 meeting.

“Proposal 3 – The Company’s shareholders approved, on an advisory, non-binding basis, the compensation of the Company’s named executive officers as described in the Compensation Discussion and Analysis and the accompanying tabular and narrative disclosure included in the Proxy Statement for the 2023 Annual Meeting. The votes were cast as follows: For Against Abstain Broker Non-Votes 46,702,787 2,425,365 76,193 3,306,682”