NDSN 10-K & 10-Q changes, risk factors and insider trading

In an enterprise as diverse as ours, a wide range of factors could affect future performance. We discuss in this section some of the risk factors that could materially and adversely affect our business, financial condition, value and results of operations. You should consider these risk factors in connection with evaluating the forward-looking statements contained in this annual report because these factors could cause our actual results and financial condition to differ materially from those projected in forward-looking statements. You should not interpret the disclosure of any risk factor to imply that the risk factor has not already materialized. Additional risks factors may exist that are not presently known by the Company or that are currently deemed immaterial may also be present.

Changes in United StatesU.S. or international economic conditions, including declines in the industries we serve, could adversely affect the revenue stream and profitability of any of our operations.

In 2024,2025, approximately 33 percent of our revenue was generated in the United States, while approximately 67 percent was generated outside the United States. The COVID-19 pandemic and related preventative and mitigation measures implemented by governments around the world and the conflictsConflicts in Europe and the Middle East have negatively impacted the global economy and created significant volatility and disruption of financial markets, and may continue to do so in future periods.

A general sustained slowdown in the global economy or in a particular region or industry or an increase in or continued trade tensions with U.S. trading partners could negatively impact our business, financial condition or liquidity. Our largest markets include consumer non-durable, industrial, medical, electronics, consumer durable and automotive. A slowdown in any of these specific end markets could directly affect our revenue stream and profitability.

A portion of our product sales is attributable to industries and markets, such as the electronics, polymer processing, agriculture,agriculture and metal finishing industries, which historically have been cyclical and sensitive to relative changes in supply and demand and general economic conditions. The demand for our products depends, in part, on the general economic conditions of the industries or national economies of our customers. Downward economic cycles in our customers’ industries or markets may reduce sales of some of our products. It is not possible to accurately predict the factors that will affect demand for our products in the future.

Our ability to conduct business can be significantly impacted by changes in tariffs, changes or repeals of trade agreements, including the impact of the “United States-Mexico-Canada Agreement” with Mexico and Canada, which replaced the North American Free Trade Agreement, or the imposition of other trade restrictions or retaliatory actions imposed by various governments. For example, the incomingcurrent U.S. presidential administration has proposedimposed toand significantly increaseincreased tariffs on foreign imports into the United States, particularly from Canada, China and Mexico. In response, many foreign countries have implemented or increased tariffs on imports into their countries. Other effects of these changes, including impacts on the price of raw materials, responsive actions from governments and the opportunity for competitors to establish a presence in markets where we participate, could also have significant impacts on our financial results. We cannot predict what further action may be taken with respect to tariffs or trade relations between the U.S. and other governments, and any further changes in U.S. or international trade policy could have an adverse impact on our business. Further, the conflicts in Europe and the Middle East may have significant adverse effects on international trade policy.

A significant portion of our consolidated revenues in 2024 were generated in currencies other than the United States dollar, which is our reporting currency. We recognize foreign currency transaction gains and losses arising from our operations in the period incurred. As a result, currency fluctuations between the United States dollar and the currencies in which we do business have caused and may continue to cause foreign currency transaction and translation movements, which historically have been material and could continue to be material. We cannot predict the effects of exchange rate fluctuations upon our future operating results because of the number of currencies involved, the variability of currency exposures and the potential volatility of currency exchange rates. We take actions to manage our foreign currency exposure, such as entering into hedging transactions, where applicable, but we cannot assure that our strategies will adequately protect our consolidated operating results from the effects of exchange rate fluctuations. For example, the impact of conflicts in Europe and the Middle East, changes in monetary policies and the effects of the departure of the United Kingdom from the European Union ("Brexit") have caused increased volatility in global currency exchange rates that have resulted in the strengthening of the United States dollar against the foreign currencies in which we conduct business.rates. Future adverse consequences arising from the conflicts in Europe and the Middle East and Brexit may include continued volatility in exchange rates. Any significant fluctuation in exchange rates may be harmful to our financial condition and results of operations. We also face risks arising from the imposition of exchange controls and currency devaluations. Exchange controls may limit our ability to convert foreign currencies into United StatesU.S. dollars or to remit dividends and other payments by our foreign subsidiaries or customers located in or conducting business in a country imposing controls. Currency devaluations diminish the United StatesU.S. dollar value of the currency of the country instituting the devaluation and, if they occur or continue for significant periods, could adversely affect our earnings or cash flow.

We conduct our manufacturing, sales and distribution operations on a worldwide basis and are subject to risks associated with doing business both within and outside the United States. We expect that international operations and United StatesU.S. export sales will continue to be important to our business for the foreseeable future. Both sales from international operations and export sales are subject to varying degrees of risks inherent in doing business outside the United States. Such risks include, but are not limited to, the following:

•the imposition of tariffs,tariffs (or increases thereto), import or export licensing requirements and other potential changes in trade policies and relations arising from policy initiatives implemented by the U.S. presidential administration; and

Our international operations also depend upon favorable trade relations between the U.S.United States and those foreign countries in which our customers, subcontractors and materials suppliers have operations. A protectionist trade environment in either the U.S.United States or those foreign countries in which we do business, such as a changechanges in the current tariff structures, export compliance or other Nordson Corporation 11 trade policies, may materially and adversely affect our ability to sell our products in foreign markets. The incomingcurrent U.S. presidential administration has criticized existing trade agreements, and while it remains unclear what actions the current or future administration may continue to take with respect to existing and proposed trade agreements, or restrictions on trade generally, more stringent export and import controls may be ultimately imposed in the future.

Our success will continue to significantly depend to a significant extent on the continued service of our executive management team and the ability to recruit, hire and retain other key management personnel, including factory production workers and other staff, to support our growth and operational initiatives and replace those who retire or resign. Failure to retain our leadership team and workforce and to attract and retain other important management and technical personnel could place a constraintconstrain on our global growth and operational initiatives, possibly resulting in inefficient and ineffective management and operations, which would likely harm our revenues, operations and product development efforts and eventually result in a decrease in profitability.

We regularly execute organizational changes such as acquisitions, divestitures and realignmentsrealignments, to support our growth and cost management strategies. We also engage in initiatives aimed to increase productivity, efficiencies and cash flow and to reduce costs. The Company commits significant resources to identify, develop and retain key employees to ensure uninterrupted leadership and direction. If we are unable to successfully manage these and other organizational changes, the ability to complete such activities and realize anticipated synergies or cost savings as well as our results of operations and financial condition could be materially adversely affected. We cannot offer assurances that any of these initiatives will be beneficial to the extent anticipated, or that the estimated efficiency improvements, incremental cost savings or cash flow improvements will be realized as anticipated or at all.

We have taken steps and incurred costs to further strengthen the security of our computer systems and continue to assess, maintain and enhance the ongoing effectiveness of our information security systems. While we attempt to mitigate these risks by employing a number of measures, including employee training, comprehensive monitoring of our networks and systems, and maintenance of backup and protective systems, our systems, networks, products, solutions and services remain potentially vulnerable to advanced persistent threats. The techniques used by criminals to obtain unauthorized access to sensitive data change frequently and often are not recognizable until launched against a target. Accordingly, we may be unable to anticipate Nordson Corporation 12 these techniques or implement adequate preventative measures. It is therefore possible that in the future we may suffer a criminal attack, unauthorized parties may gain access to personal information in our possessionpossession, and we may not be able to identify any such incident in a timely manner.

The interpretation and application of data protection laws, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personally identifiable data in the U.S.,United States, Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. In addition, as a result of existing or new data protection requirements, we incur and expect to continue to incur significant ongoing operating costs as part of our significant efforts to protect and safeguard our sensitive data and personal information. These efforts also may divert management and employee attention from other business and growth initiatives. A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations.

The interpretation and application of data protection laws and other regulations, including federal, state and international laws, relating to the collection, use, retention, disclosure, security and transfer of personal information in the U.S.,United States, Europe and elsewhere (including but not limited to the European Union’s GDPR and the CCPA), are uncertain and evolving. These laws and regulations may grant, among other things, individual rights to access and delete personal information, and the right to opt out of the sale of personal information. These laws and regulations can also impose significant forfeitures and penalties for noncompliance and afford private rights of action to individuals under certain circumstances. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our data practices. In addition, as a result of existing or new data protection laws and regulations, we incur and expect to continue to incur significant ongoing operating costs as part of our significant efforts to protect and safeguard our confidential or sensitive data and personal information. These efforts also may divert management and employee attention from other business and growth initiatives. A breach in information privacy could result in legal or reputational risks and could have a negative impact on our revenues and results of operations. Any failure to manage data privacy in compliance with applicable laws and regulations could result in significant regulatory investigations, fines, and sanctions, consumer and class action litigation, commercial litigation, prolonged negative publicity, data breaches, declining customer confidence, loss of key customers, employee liability and other unfavorable consequences.

While we manufacture certain parts and components used in our products, we require substantial amounts of raw materials and purchase some parts and components from suppliers. The availability and prices for raw materials, parts and components may be subject to curtailment or change due to, among other things, suppliers' allocation to other purchasers, interruptions in production by suppliers and changes in exchange rates and prevailing price levels, including as a result of inflation or the imposition ofor increase in tariffs, import or export licensing requirements and other potential changes in trade policies. The conflicts in Europe and the Middle East have negatively impacted, and may continue to negatively impact, the availability and prices for raw materials, parts and components. 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. Additionally, we may not be able to increase the prices of our products due to competitive pricing pressure and other factors. Shortages in raw materials or our inability to pass along price increases could affect the prices we charge, our operating costs and our competitive position, which could adversely affect our business, financial condition, results of operations and cash flows.

We regard much of the technology underlying our products and the trademarks under which we market our products as proprietary. The steps we take to protect our proprietary technology may be inadequate to prevent misappropriation of our technology, or third parties may independently develop similar technology. We rely on a combination of patents, trademark, Nordson Corporation 13trademarks, copyright and trade secret laws, employee and third-party non-disclosure agreements and other contracts to establish and protect our technology and other intellectual property rights. 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. Policing unauthorized use of our intellectual property is difficult. A third party could copy or otherwise obtain and use our products or technology without authorization. Litigation may be necessary for us to defend against claims of infringement or to protect our intellectual property rights and could result in substantial cost to us and diversion of our efforts. Further, we might not prevail in such litigation, which could harm our business.

Innovation is critical to our success. We believe that we must continue to enhance our existing products and to develop and manufacture new products with improved capabilities in order to continue to be a leading provider of precision technology solutions. We also believe that we must continue to make improvements in our productivity in order to maintain our competitive position. Difficulties or delays in research, development or production of new or enhanced productsproducts, or failure to gain market acceptance of new or enhanced products and technologies may reduce future sales and adversely affect our competitive position. We continue to invest in the development and marketing of new or enhanced products. There can be no assurance that we will have sufficient resources to make such investments, that we will be able to make the technological advances necessary to maintain competitive advantages or that we can recover major research and development expenses. If we fail to make innovations, launch products with quality problems or the market does not accept our new products, our financial condition, results of operations, cash flows and liquidity could be adversely affected. In addition, as new or enhanced products are introduced, we must successfully manage the transition from older products to minimize disruption in customers’ ordering patterns, avoid excessive levels of older product inventories and ensure that we can deliver sufficient supplies of new products to meet customers’ demands.

Our recent historical growth has depended, and our future growth is likely to continue to depend, in part on our acquisition strategy and the successful integration of acquired businesses into our existing operations. For example, in August 2024, we completed our acquisition of Atrion. We intend to continue to seek additional acquisition opportunities both to expand into new Nordson Corporation 14 markets and to enhance our position in existing markets throughout the world. We cannot assure we will be able to successfully identify suitable acquisition opportunities, prevail against competing potential acquirers, negotiate appropriate acquisition terms, obtain financing that may be needed to consummate such acquisitions, complete proposed acquisitions, successfully integrate acquired businesses into our existing operations or expand into new markets. In addition, we cannot assure that any acquisition, including the recent acquisitions of Atrion, the ARAG Group ("ARAG") and CyberOptics Corporation ("CyberOptics"), once successfully integrated, will perform as planned, be accretive to earnings, or prove to be beneficial to our operations and cash flow. The success of our acquisition strategy is subject to other risks and uncertainties, including:

We may also face liability with respect to acquired businesses for violations of environmental laws occurring prior to the date of our acquisition, and some or all of these liabilities may not be covered by environmental insurance secured to mitigate the risk or by indemnification from the sellers from which we acquired these businesses. We could also incur significant costs, including, but not limited to, remediation costs, natural resourcesresource damages, civil or criminal fines and sanctions and third-party claims, as a result of past or future violations of, or liabilities, associated with environmental laws.

We are subject to income taxes in the United States and various foreign jurisdictions. Changes in applicable domestic or foreign tax laws and regulations, or their interpretation and application, including the possibility of retroactive effect, could affect our business, financial condition and profitability by increasing our tax liabilities. Our future results of operations could be adversely affected by changes in our effective tax rate as a result of a change in the mix of earnings in jurisdictions with differing statutory tax rates, changes in our overall profitability, changes in tax legislation and rates, changes in generally accepted accounting principles and changes in the valuation of deferred tax assets and liabilities. The U.S. federal government may adopt changes to international trade agreements, tariffs, taxes and other government rules and regulations. While we Nordson Corporation 15 cannot predict what changes will actually occur with respect to any of these items, such changes could affect our business and results of operations.

Expectations relating to environmental, social and governance ("ESG") considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business.

Many governments, regulators, investors, employees, customers and other stakeholders are increasingly focused on ESGenvironmental, social and governance considerations relating to businesses, including climate change and greenhouse gas emissions,emissions and human capitalcapital. Any new climate-change regulations could result in additional compliance costs for the Company and diversity,our equitysuppliers, andnegatively inclusion.impacting Weprofits. In addition, we make statements about our ESGenvironmental, social and Nordson Corporation 16 governance goals and initiatives through information provided on our website, press statements and other communications, including through our ESG Report.communications. Responding to these ESGenvironmental, social and governance considerations and implementation of these goals and initiatives involves risks and uncertainties, requires investments and are impacted by factors that may be outside our control. In addition, some stakeholders may disagree with our goals and initiativesinitiatives, and the focus of Nordson Corporation 16 stakeholders may change and evolve over time. Stakeholders also may have very different views on where ESGenvironmental, social and governance focus should be placed, including differing views of regulators in various jurisdictions in which we operate. Any failure, or perceived failure, by us to achieve our goals, further our initiatives, adhere to our public statements, comply with federal, state or international ESGenvironmental, social and governance laws and regulations, or meet evolving and varied stakeholder expectations and standards could result in legal and regulatory proceedings against us and materially adversely affect our business, reputation, results of operations, financial condition and stock price.

The limits imposed on us by the restrictive covenants contained in the agreementagreements governing our debt could prevent us from making acquisitions or cause us to lose access to these facilities.

In this annual report, all amounts related to United StatesU.S. dollars and foreign currency and to the number of Nordson Corporation’s common shares, except for per share earnings and dividend amounts, are expressed in thousands. Unless the context otherwise indicates, all references to “we,” “us,” “our,” or the “Company” mean Nordson Corporation.

Revenue recognition - A contract exists when it has approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance and collectability of the consideration is probable. Revenue is recognized when performance obligations under the terms of the contract with a customer are satisfied. 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. Refer to Note 1 to the Consolidated Financial Statements for further discussion regarding the Company's revenue recognition policy.

Pension plan in the United States - The measurement of the liabilities related to our domestic pension plan is based on management’s assumptions related to future factors, including interest rates, return on pension plan assets, compensation increases, mortality and turnover assumptions and health care cost trend rates. The liabilities associated with the Company's international pension plans and OPEBother post-retirement benefits are not as materially sensitive to changes in assumptions as the pension plan in the United States.

Management believes the valuation allowances are adequate after considering future taxable income, allowable carryforward periods and ongoing prudent and feasible tax planning strategies. In the event we were to determine that we would be able to realize the deferred tax assets in the future in excess of the net recorded amount (including the valuation allowance), an adjustment to the valuation allowance would increase income in the period such determination was made. Conversely, should Nordson Corporation 24 we determine that we would not be able to realize all or part of the net deferred tax asset in the future, an adjustment to the valuation allowance would be expensed in the period such determination was made.

Below is a detailed comparison of our results of operations for the fiscal years ended October 31, 20242025 and October 31, 2023.2024. For a discussion of other changes from the fiscal year ended October 31, 20232024 to the fiscal year ended October 31, 2022,2023 refer to Part II, Item 7, "Management’s Discussion and Analysis of Financial Condition and Results of Operations," of our Annual Report on Form 10-K for the fiscal year ended October 31, 2023.2024.

2025 versus 2024: The IPS organic sales increasedecrease of 0.15.1 percent was driven by increasesdeclines in packaging,polymer nonwovens,processing and industrial coatings product lines, principallypartially offset by declinesincreases in measurementsnonwovens, packaging, and controlsprecision andagriculture polymerproduct processing.lines. The MFS organic sales decrease of 0.2%3.1% was driven by a decrease in the medical fluidcontract componentsmanufacturing business product line,line partiallythat offsetwas by an increasedivested in the fluidfourth solutionsquarter of 2025. MFS organic sales were up 1.0% year over year excluding the decrease in the medical contract manufacturing product line. The ATS organic sales decreaseincrease of 11.44.1 percent was driven by lowerrobust demandgrowth in electronics dispense product lines asand wellelectronic as testprocessing and optical sensors, partially offset by weakness in x-ray inspection product lines.systems.

Operating Profit

Consolidated operating profit increased slightly. Operating margin decreased by 50 basis points primarily driven by costs related to the first-year effect of acquisitions, which more than offset favorable product mix. Gross margins improved 1.0 percentage point reflecting the impact of favorable product mix and lower incremental inventory step-up amortization related to acquisitions of $7,703 in 2024 versus $8,862 in 2023, while the increase in selling and administrative expenses was primarily driven by acquisitions. IPS operating profit declined 140 basis points due to an unfavorable acquisition impact and severance costs. MFS operating margin declined 170 basis points due to $10,761 in fees, severance, and non-cash inventory charges associated with the Atrion acquisition which offset improvements in operating efficiencies. ATS operating margin improved by 90 basis points on lower sales volumes due to cost reduction actions and favorable mix.

Interest expense in 20242025 was $88,924,$104,156, an increase of $29,419,$15,232, or 49.417.1 percent, from 2023.2024. The increase reflects higher average debt levels compared to the prior year due to the funding of acquisitions. Other expense in 20242025 was $4,509$12,972 compared to other expense of $597$4,509 in 2023.2024. Included in other expense in 20242025 were $9,608 in net foreign currency losses and pension losses. Included in the prior year’s other expense was $5,499 in net foreign currency losses, which were partially offset by pension gains. Included in the prior year’s other expense were $7,742 in foreign currency losses, which were largely offset by pension gains.

Income tax expense in 20242025 was $118,197,$113,174, or 20.218.9 percent of pre-tax income, as compared to $127,846,$118,197, or 20.820.2 percent of pre-tax income in 2023.2024. The effective tax rate decreased 60130 basis points primarily due to a decline in thefederal impactvaluation of foreign tax rate variances. The income tax provision for 2024 included a tax benefit of $4,037 due to our share-based payment transactions. Our income tax provision for 2023 included a tax benefit of $4,286 due to our share-based payment transactions.allowances.

Net income was $484,474, or $8.51 per diluted share, in 2025, compared to net income of $467,284, or $8.11 per diluted share, in 2024, compared to net income of $487,493, or $8.46 per diluted share, in 2023.2024. This represented a 4.13.7 percent decreaseincrease in net income and a 4.15.0 percent decreaseincrease in diluted earnings per share. The decreaseincrease of $0.35$0.40 per diluted share was primarily driven by higher operating profit, a lower effective tax rate and the benefit of share repurchases, partially offset by higher interest expense infrom 2024the comparedfunding toof 2023.acquisitions.

Cash and cash equivalents increaseddecreased $273$7,510 in 20242025 to $108,442 as of October 31, 2025 compared to $115,952 as of October 31, 2024 compared to $115,679 as of October 31, 2023.2024. Approximately 8171 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of October 31, 2024.2025.

A comparison of cash flow changes from 20242025 to 2023 as2024 follows:

We have a $1,150,000 unsecured multi-currency credit facility with a group of banks that provides for a term loan facility in the aggregate principal amount of $300,000, maturing in June 2026, and a multicurrency revolving credit facility in the aggregate principal amount of $850,000, maturing in June 2028. In anticipation of the ARAG acquisition, the Company entered into a €760,000 senior unsecured term loan facility with a group of banks in August 2023 (the "364-Day Term Loan Facility"). On September 13, 2023, the Company completed an underwritten public offering of $350,000 aggregate principal amount of the Company’s 5.600% Notes due 2028 (the “2028 Notes”) and $500,000 aggregate principal amount of the Company’s 5.800% Notes due 2033 (together with the 2028 Notes, the “Notes"). The Company used the net proceeds from the sale of the Notes to repay its borrowings under the 364-Day Term Loan Facility. At October 31, 2024,2025, we had $280,000$265,000 outstanding on the term loan facility and $240,000$135,000 outstanding on the revolving credit facility.

Our operating performance, balance sheet position and financial ratios for 20242025 remained strong. We are in compliance with all covenants in the agreements governing our debt as of October 31, 2025. The Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures andexpenditures, contributions related to pension and postretirement obligations, as well as principal and interest payments on our outstanding debt.debt, Primarydividends, and share repurchases. Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $115,952$108,442 as of October 31, 2024,2025, cash provided by operations, which was $556,193$719,175 in 2024,2025, and available borrowings under our loan agreements and unused bank lines of creditcredit, which totaled $785,880$935,151 as of October 31, 2024.2025. Cash from operations, which when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the twelve months and the foreseeable future thereafter. The Company believes it has the ability to generate and obtain adequate amounts of cash to meet its long-term needs for cash. However, the impact of changes in trade policies, tariffs, and other import/export regulations of the United States and other nations could negatively impact our cash flow from operations and liquidity in future periods.

(2)•Debt and related interest – Refer to Note 9 to the Consolidated Financial Statements for further discussion.detail of the Company’s debt and timing of expected future principal payments.

This annual report, particularly “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” contains forward-looking statements within the meaning of the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, and the Private Securities Litigation Reform Act of 1995. Such statements relate to, among other things, income, earnings, cash flows, changes in operations, operating improvements, businesses in which we operate and the United States and global economies. Statements in this annual report that are not historical are hereby identified as “forward-looking statements” and may be indicated by words or phrases such as “anticipates,” “supports,” “plans,” “projects,” “expects,” “believes,” “should,” “would,” “could,” “hope,” “forecast,” “management is of the opinion,” use of the future tense and similar words or phrases. These forward-looking statements reflect management’s current expectations and involve a number of risks and uncertainties. These risks and uncertainties include, but are not limited to, U.S. and international economic and political conditions; financial and market conditions; currency exchange rates and devaluations; possible acquisitions includingand the Company’s ability to complete and successfully integrate acquisitions, including the integration of Atrion and ARAG; the Company’s ability to successfully divest or dispose of businesses that are deemed not to fit with its strategic plan; the effects of changes in U.S. trade policy and trade agreementsagreements, including changes in tariffs by the United States or other nations; the effects of changes in tax law; and the possible effects of events beyond our control, such as political unrest, including the conflicts in Europe and the Middle East, acts of terror, natural disasters and pandemics.

As of AprilJuly 30,31, 2026, we had approximately 8,200 employees worldwide. We have principal manufacturing operations and sources of supply in the United States, the People’s Republic of China, Germany, Ireland, India, Israel, Italy, Mexico, the Netherlands and the United Kingdom.

Below is a detailed comparison of our results of operations for the sixnine months ended AprilJuly 30,31, 2026 and AprilJuly 30,31, 2025.

Consolidated financial results for the three months ended AprilJuly 30,31, 2026 and AprilJuly 30,31, 2025 were as follows:

Consolidated financial results for the sixnine months ended AprilJuly 30,31, 2026 and AprilJuly 30,31, 2025 were as follows:

Three Months Ended AprilJuly 30,31, 2026

The IPS organic sales increase of 4.13.3 percent was driven by balanced growth across most product lines with particular strength in packaging, industrial coating, precision agriculture andcoatings, polymer processing and nonwovens product lines. MFS organic sales increased 5.310.6 percent which was driven by strong growth in engineered fluid solutions and modest growth in all other medical product lines. The ATS organic sales increase of 13.830.9 percent was driven by exceptionalstrong growth in electronicelectronics dispense systems.and test and inspection product lines.

Gross margins were 54.555.5 percent and 54.8 percent for the three months ended July 31, 2026 and July 31, 2025, respectively. Gross margins were 54.9 percent and 54.7 percent for the threenine months ended AprilJuly 30,31, 2026 and AprilJuly 30, 2025, respectively. Gross margins were 54.6 percent and 54.7 percent for the six months ended April 30, 2026 and April 30,31, 2025, respectively. Selling and administrative expenses increased for the three and sixnine months ended AprilJuly 30,31, 2026 in support of higher sales and were up slightly as a percentage of sales for the third quarter but declined as a percentage of sales.sales year to date.

Segment EBITDA for the IPS, MFS and ATS segments and a reconciliation to consolidated operating profit were as follows for the three and sixnine months ended AprilJuly 30,31, 2026 and AprilJuly 30,31, 2025, respectively:

Three Months Ended AprilJuly 30,31, 2026

Segment EBITDA for IPS decreased 200170 basis points despite higher sales due to unfavorablecontinued productinvestment in innovation and geographicselect mixnear-term ininflationary the first quarter.pressures. Segment EBITDA for MFS increased 13040 basis points due toon higher sales and favorable mix from the divestiture of the contract manufacturing business, partially offset by the impact of near-term product start-up headwinds.sales. Segment EBITDA for ATS increased 280560 basis points driven by robust sales growth and controlledactions sellingtaken to improve operations and administrativefootprint expenses.in prior periods.

Consolidated operating profit increased in 2026 compared to 2025 principally due to the overall increase in segment EBITDA and the absence of severancedivestiture costs as well as lower acquisition and related inventory step-up amortization costs in 2026.charges.

Interest expense for the three months ended AprilJuly 30,31, 2026 was $21,942,$20,823, compared to $26,572$26,258 in the comparable period of 2025. The decrease, compared to the prior year period, was primarily due to lower average debt levels enabled by our strong cash generation and a stable-to-declining rate environment. Other income (expense) - net for the three months ended AprilJuly 30,31, 2026 was expense of $10,400$16,794 compared to expense of $3,961$2,945 in the comparable period of 2025. Included in other income (expense) - net for the three months ended AprilJuly 30,31, 2026 were unrealized losses on minority investments of $9,827,$14,892, pension and postretirement income of $986,$984, and $2,385$2,023 of foreign currency losses. Included in other income (expense) - net for the three months ended AprilJuly 30,31, 2025 were pension and postretirement income of $1,019$1,008 and $3,199$3,041 in foreign currency losses.

Interest expense for the sixnine months ended AprilJuly 30,31, 2026 was $45,073,$65,896, compared to $53,131$79,389 in the comparable period of 2025. The decrease, compared to the prior year period, was primarily due to lower average debt levels enabled by our strong cash generation and a stable-to-declining rate environment. Other income (expense) - net was income of $10,437$6,357 compared to expense of $2,435$5,380 in the comparable period of 2025. Included in other income (expense) - net for the sixnine months ended AprilJuly 30,31, 2026 were unrealized gainslosses on minority investments of $12,411,$2,481, pension and postretirement income of $1,922,$2,906, and $4,679$6,702 of foreign currency losses. Included in other income (expense) - net for the sixnine months ended AprilJuly 30,31, 2025 were pension and postretirement income of $2,035$3,042 and $2,868$5,909 in foreign currency losses.

During the second quarter of 2026, we completed a partial plan settlement transaction in regards to our U.S. pension plan in which plan assets amounting to $104,148 were used to purchase a group annuity contract from RGA. The settlement resulted in a loss of $24,049 for the three and sixnine months ended AprilJuly 30,31, 2026 as shown on the Condensed Consolidated Statements of Income.

Income tax expense was $23,858,$33,093, or 16.9%17.8% of pre-tax income, for the three months ended AprilJuly 30,31, 2026, as compared to $26,366,$33,340, or 19.0%21.0% of pre-tax income for the three months ended AprilJuly 30,31, 2025. Income tax expense was $54,977,$88,070, or 18.0%17.9% of pre-tax income, for the sixnine months ended AprilJuly 30,31, 2026, as compared to $48,569,$81,909, or 19.0%19.7% of pre-tax income for the sixnine months ended AprilJuly 30,31, 2025.

Net income was $117,316,$152,846, or $2.09$2.73 per diluted share, for the three months ended AprilJuly 30,31, 2026, compared to net income of $112,404,$125,784, or $1.97$2.22 per diluted share, in the same period of 2025. This represented a 4.421.5 percent increase in net income and a 6.123.0 percent increase in diluted earnings per share. The increase of $0.12$0.51 per diluted share was primarily driven by higher operating profit, lower interest and tax expense and the benefit of share repurchases, partially offset by a pension settlement charge and higher other expense.

Net income was $250,698,$403,544, or $4.47$7.20 per diluted share, for the sixnine months ended AprilJuly 30,31, 2026, compared to net income of $207,056,$332,840, or $3.62$5.83 per diluted share, in the same period of 2025. This represented a 21.121.2 percent increase in net income and a 23.5 percent increase in diluted earnings per share. The increase of $0.85$1.37 per diluted share was primarily driven by higher operating profit, lower interest and tax expense, and the benefit of share repurchases and higher other income,repurchases, partially offset by a pension settlement charge.

Cash and cash equivalents decreasedincreased $6,425$4,989 during the sixnine months ended AprilJuly 30,31, 2026. Approximately 7181 percent of our consolidated cash and cash equivalents were held at various foreign subsidiaries as of AprilJuly 30,31, 2026.

A comparison of cash flow changes for the sixnine months ended AprilJuly 30,31, 2026 to the sixnine months ended AprilJuly 30,31, 2025 is as follows:

The increase in operating assets and liabilities was principally driven by an increase in inventory, partially offset by an increase in cash provided by accounts receivable collections.to support higher sales demand. During the sixnine months ended AprilJuly 30,31, 2026, the Company was able to utilize its strong cashflow generation to repay $107$258 million of debt, repurchase $129$159 million inof common shares, pay $92$137 million in dividends, and fund capital projects to drive organic growth.

We have a $1,200,000 Revolving Credit Facility that matures in January 2031. We have a commercial paper program of $1,200,000 that uses the Revolving Credit Facility as a liquidity backstop. At AprilJuly 30,31, 2026, we had $295,000zero outstanding under the Revolving Credit Facility.Facility and $192 million of outstanding commercial paper.

Our operating performance, balance sheet position and financial ratios for the sixnine months ended AprilJuly 30,31, 2026 remained strong. We were in compliance with all covenants in the agreements governing our debt as of AprilJuly 30,31, 2026. We believe the Company is well-positioned to manage liquidity needs that arise from working capital requirements, capital expenditures, contributions related to pension and postretirement obligations, principal and interest payments on our outstanding debt, dividends, and share repurchases. Our primary sources of capital to meet these needs, as well as other opportunistic investments, are a combination of cash on hand, which was $102,017$113,431 as of AprilJuly 30,31, 2026, cash provided by operations, which was $321,101$570,473 for the sixnine months ended AprilJuly 30,31, 2026, and available borrowings under our loan agreements and unused bank lines of credit, which totaled $1,050,604$1,142,987 as of AprilJuly 30,31, 2026. Cash from operations, which when combined with our available borrowing capacity and ready access to capital markets, is expected to be more than adequate to fund our liquidity needs over the twelve months and the foreseeable future thereafter. The Company believes it has the ability to generate and obtain adequate amounts of cash to meet its short-term and long-term needs for cash. However, the impact of international conflicts, changes in trade policies, tariffs, and other import/export regulations of the United States and other nations could negatively impact our cash flow from operations and liquidity in future periods.