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): ~~July~~August 1018, 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 52.02. ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~July 14~~August 20, 2025, Nordson Corporation ~~(“Nordson”~~issued ora ~~the~~press ~~“Company”)~~release ~~appointed~~relating ~~Joseph~~to M.its ~~Rutledge~~results asof ~~Vice~~operations ~~President~~for ~~and~~the ~~Chief~~third ~~Accounting~~quarter ~~Officer~~ of ~~the~~fiscal ~~Company~~2025. A Incopy ~~this~~is ~~role,~~attached ~~Mr. Rutledge will serve~~ as ~~Nordson’s~~Exhibit ~~principal accounting officer overseeing the Company’s accounting operations and financial reporting functions~~99. 1.

~~Mr.~~Item ~~Rutledge, age 46, spent the past 15 years at Eaton Corporation (NYSE: ETN), a multinational intelligent power management company~~7. Most recently, he served since May 2021 as vice president and assistant controller and was responsible for Eaton’s consolidated financial statements, the company’s internal control framework, and shared service accounting centers positioned throughout the world01. Regulation ~~Prior~~FD ~~to that, Mr~~Disclosure. Rutledge served in various critical financial positions for Eaton, with responsibility for forecast, planning and analysis (FP&A) within Eaton’s business sectors, as well as serving as VP of financial accounting and reporting where he oversaw accounting and due diligence for acquisitions and divestitures and partnered with treasury on cash flow forecasting. Prior to joining Eaton, Joe spent eight years as a manager of audit and enterprise risk services for Deloitte.

~~There~~Nordson ~~are~~Corporation nowill ~~family~~provide ~~relationships~~additional ~~between~~commentary ~~Mr.~~on ~~Rutledge~~third quarter fiscal 2025 results and ~~any~~outlook ~~director~~during ora ~~executive~~webcast ~~officer~~on ofThursday, ~~the~~August ~~Company~~21, 2025 at 8:30 a.m. ~~Additionally~~eastern time, ~~there~~which ~~are~~can nobe ~~transactions~~accessed ~~involving~~at Mrhttps://investors.nordson.com. ~~Rutledge~~For ~~that~~persons ~~would~~unable ~~require~~to ~~disclosure~~listen ~~under~~to ~~Item~~the ~~404(~~live broadcast, a) ofreplay ~~Regulation~~will ~~S-K~~be available after the event.

OnAs ~~July~~provided ~~10,~~in ~~2025~~General Instruction B.2 of Form 8-K, ~~Stephen~~the ~~Shamrock~~information ~~ceased~~contained in Items 2.02 and 7.01 of this Form 8-K shall not be deemed to ~~serve~~be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as ~~Vice~~amended, ~~President~~nor ~~and~~shall ~~Chief~~any ~~Accounting~~such ~~Officer~~information ~~and~~be ~~separated~~deemed ~~from~~to be incorporated by reference in any filing under the ~~Company.~~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.

104 Cover Page Interactive Data File (embedded within the Inline XBRL document)


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:	~~7/14/~~August 20, 2025	By:	/s/ ~~Jennifer~~Joseph ~~L. McDonough~~Rutledge
			Jennifer L. McDonough
			Joseph Rutledge
			Executive Vice President,General Counsel & Secretary
			Chief Accounting Officer

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