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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): February 18, 2026
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 February 18, 2026, Nordson Corporation issued a press release relating to its results of operations for the first quarter of fiscal 2026. A copy is attached as Exhibit 99.1.
Item 7.01.    Regulation FD Disclosure.
Nordson Corporation will provide additional commentary on first quarter fiscal 2026 results and outlook during a webcast on Thursday, February 19, 2026 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 9.01    Financial Statements and Exhibits.
(d) Exhibits.
Press release of Nordson Corporation dated February 18, 2026.
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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: February 18, 2026 By: /s/ Joseph Rutledge
Joseph Rutledge
Chief Accounting Officer

EX-99.1 2 ndsn-q120268kxex991.htm EX-99.1 Document









Nordson Corporation Reports Record First Quarter Fiscal 2026 Results and Increases Full Year Guidance

First Quarter Highlights:
•Sales were a first quarter record of $669 million, an increase of 9% year-over-year
•Earnings per diluted share were $2.38, up 44% year-over-year
•Adjusted earnings per diluted share were $2.37, a first quarter record and up 15% year-over-year
•Backlog grew approximately 4% year-over-year
•Increasing full year guidance for sales and earnings

WESTLAKE, Ohio--(BUSINESS WIRE)--February 18, 2026--Nordson Corporation (Nasdaq: NDSN) today reported results for the fiscal first quarter ended January 31, 2026. Sales were a first quarter record of $669 million compared to the prior year’s first quarter sales of $615 million. The first quarter 2026 sales included an organic sales increase of 7% and a favorable currency translation impact of 4%, which was slightly offset by the medical contract manufacturing divestiture completed in the fourth quarter of last year.
Net income was $133 million, or $2.38 of earnings per diluted share, compared to prior year’s first quarter net income of $95 million, or $1.65 of earnings per diluted share. First quarter 2026 earnings benefited from a non-cash gain on a minority technology investment recognized during the quarter. Excluding the non-cash gain and acquisition-related amortization, first quarter adjusted earnings per diluted share were a record $2.37, a 15% increase from the prior year adjusted earnings per diluted share of $2.06.
EBITDA was also a first quarter record of $203 million or 30% of sales, an increase of 8% compared to prior year EBITDA of $188 million, or 31% of sales.

Commenting on the Company’s fiscal 2026 first quarter results, Nordson President and Chief Executive Officer Sundaram Nagarajan said, “Our proprietary technology portfolio, close to the customer business model and Ascend strategy have positioned us well to win in our inflecting end markets, particularly in the semiconductor space. We delivered organic growth in all our segments, as well as solid margin and cash flow. This strong first quarter performance has set the stage well for fiscal 2026.”
First Quarter Segment Results
Industrial Precision Solutions sales of $327 million increased 9% from the prior year, inclusive of an organic sales increase of 3% and favorable currency translation of 6%. The organic sales increase was driven by balanced growth across most product lines, with particular strength in Asia Pacific markets. EBITDA in the quarter was $110 million, or 34% of sales, compared to prior year first quarter EBITDA of $113 million.
Medical and Fluid Solutions sales of $193 million were flat compared to the prior year first quarter, inclusive of an organic sales increase of 3% and a favorable currency impact of 1%, which was offset by 4% related to the previously divested medical contract manufacturing business. The organic sales increase was driven by growth in engineered fluid solution product lines. EBITDA in the quarter was $70 million, or 36% of sales, up 9% versus the prior year first quarter EBITDA of $64 million.
Advanced Technology Solutions sales of $149 million increased 23% compared to the prior year first quarter, inclusive of an organic sales increase of 21% and favorable currency translation of 2%. The organic sales increase compared to prior year was driven by ongoing growth in electronics dispense systems and recovering demand for x-ray systems. EBITDA in the quarter was $33 million, or 22% of sales, up 43% from the prior year first quarter EBITDA of $23 million.
Outlook

The Company enters the second quarter with increased backlog, up approximately 4% over the prior year. Order entry momentum was broad-based in the quarter with particular strength in our ATS segment. These trends position the Company to deliver second quarter fiscal 2026 sales in the range of $710 to $740 million.
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Second quarter adjusted earnings are forecasted to be in the range of $2.70 to $2.90 per diluted share.

Based on the strong start to the year, the second quarter outlook and the current foreign exchange rate environment, the Company is increasing its full year guidance. Sales are now expected to be in the range of $2,860 to $2,980 million and adjusted earnings to be in the range of $11.00 to $11.60 per diluted share.

Reflecting on the full year outlook, Mr. Nagarajan said, “At the start of the year, we indicated that several of our key end markets had begun to inflect, and I am proud of our teams for delivering such a strong first quarter. We have growing confidence in our full year based on strengthening backlog and order entry, which is reflected in our increased annual guidance range. We remain focused on serving our customers and returning value to our shareholders.”
Nordson management will provide additional commentary on these results and outlook during its previously announced webcast on Thursday, February 19, 2026, at 8:30 a.m. eastern time, which can be accessed at https://investors.nordson.com. Information about Nordson’s investor relations and shareholder services is available from Lara Mahoney, vice president, investor relations and corporate communications at (440) 204-9985 or lara.mahoney@nordson.com.
Certain statements contained in this release are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by terminology such as “may,” “will,” “should,” “could,” “expects,” “anticipates,” “believes,” “projects,” “forecasts,” “outlook,” “guidance,” “continue,” “target,” or the negative of these terms or comparable terminology. These 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 and the Company’s ability to successfully integrate acquisitions; 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 agreements, including changes in tariffs by the U.S. 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 and the other factors discussed in Item 1A (Risk Factors) in the Company’s most recently filed Annual Report on Form 10-K and in its Forms 10-Q filed with the Securities and Exchange Commission, which should be reviewed carefully. The Company undertakes no obligation to update or revise any forward-looking statement in this press release.

Nordson Corporation is an innovative precision technology company that leverages a scalable growth framework through an entrepreneurial, division-led organization to deliver top tier growth with leading margins and returns. The Company’s direct sales model and applications expertise serve global customers through a wide variety of critical applications. Its diverse end market exposure includes consumer non-durable, medical, electronics and industrial end markets. Founded in 1954 and headquartered in Westlake, Ohio, the Company has operations and support offices in over 35 countries. Visit Nordson on the web at www.nordson.com, linkedin/Nordson, or www.facebook.com/nordson.

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NORDSON CORPORATION
SEGMENT INFORMATION (Unaudited)
(Dollars in thousands)
Three Months Ended
January 31, 2026 January 31, 2025
SALES
Industrial Precision Solutions $ 326,861  $ 300,448 
Medical and Fluid Solutions 193,183  193,609 
Advanced Technology Solutions 149,417  121,363 
Total sales $ 669,461  $ 615,420 
EBITDA
Industrial Precision Solutions $ 110,311  34% $ 112,776  38%
Medical and Fluid Solutions 70,206  36% 64,332  33%
Advanced Technology Solutions 32,600  22% 22,771  19%
Corporate expenses (10,127) (11,776)
Total EBITDA (non-GAAP) (1)
$ 202,990  30% $ 188,103  31%
(1) Total company EBITDA is a non-GAAP measure. Refer to the reconciliation of non-GAAP measures – net income to EBITDA.

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NORDSON CORPORATION
CONSOLIDATED STATEMENTS OF INCOME (Unaudited)
(Dollars in thousands except for per-share amounts)
Three Months Ended
January 31, 2026 January 31, 2025
Sales $ 669,461  $ 615,420 
Cost of sales 303,339  279,524 
Gross profit 366,122  335,896 
Gross margin % 54.7  % 54.6  %
Selling and administrative expenses 199,717  194,949 
Operating profit 166,405  140,947 
Interest expense — net (22,741) (25,618)
Other income — net 20,837  1,526 
Income before income taxes 164,501  116,855 
Income taxes 31,119  22,203 
Net income $ 133,382  $ 94,652 
Weighted-average common shares outstanding:
Basic 55,789  57,129 
Diluted 56,127  57,486 
Earnings per share:
Basic earnings $ 2.39  $ 1.66 
Diluted earnings $ 2.38  $ 1.65 


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NORDSON CORPORATION
CONSOLIDATED BALANCE SHEETS (Unaudited)
(Dollars in thousands)
January 31, 2026 October 31, 2025
Cash and cash equivalents $ 120,392  $ 108,442 
Receivables — net 571,583  587,843 
Inventories — net 451,138  444,814 
Other current assets 108,558  101,752 
Total current assets 1,251,671  1,242,851 
Property, plant and equipment - net 521,508  516,914 
Goodwill 3,332,244  3,304,685 
Other assets 855,499  853,231 
$ 5,960,922  $ 5,917,681 
Notes payable and debt due within one year $ 54,312  $ 315,000 
Accounts payable and accrued liabilities 405,737  443,260 
Total current liabilities 460,049  758,260 
Long-term debt 1,943,182  1,681,254 
Other liabilities 445,585  434,596 
Total shareholders' equity 3,112,106  3,043,571 
$ 5,960,922  $ 5,917,681 

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NORDSON CORPORATION
CONSOLIDATED STATEMENT OF CASH FLOWS (Unaudited)
(Dollars in thousands)
Three Months Ended
January 31, 2026 January 31, 2025
Cash flows from operating activities:
Net income $ 133,382  $ 94,652 
Depreciation and amortization 36,585  37,031 
Other non-cash items (11,675) 3,160 
Changes in operating assets and liabilities and other (17,864) 24,279 
Net cash provided by operating activities     140,428  159,122 
Cash flows from investing activities:
Additions to property, plant and equipment (17,513) (21,399)
Other — net (158) 7,123 
Net cash used in investing activities (17,671) (14,276)
Cash flows from financing activities:
Issuance (repayment) of long-term debt 2,367  (22,563)
Repayment of finance lease obligations (1,616) (1,320)
Dividends paid (45,786) (44,602)
Issuance of common shares 18,795  1,001 
Purchase of treasury shares (86,001) (60,098)
Net cash used in financing activities (112,241) (127,582)
Effect of exchange rate change on cash: 1,434  (2,792)
Net change in cash and cash equivalents 11,950  14,472 
Cash and cash equivalents:
Beginning of period 108,442  115,952 
End of period $ 120,392  $ 130,424 

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NORDSON CORPORATION
SALES BY GEOGRAPHIC SEGMENT (Unaudited)
(Dollars in thousands)
Three Months Ended Sales Variance
January 31, 2026 January 31, 2025 Organic Acquisitions / Divestitures Currency Total
SALES BY SEGMENT
Industrial Precision Solutions $ 326,861  $ 300,448  3.2  % —  % 5.6  % 8.8  %
Medical and Fluid Solutions 193,183  193,609  2.7  % (4.3) % 1.4  % (0.2) %
Advanced Technology Solutions 149,417  121,363  20.7  % —  % 2.4  % 23.1  %
Total sales $ 669,461  $ 615,420  6.5  % (1.4) % 3.7  % 8.8  %
SALES BY GEOGRAPHIC REGION
Americas $ 261,930  $ 267,836  (0.4) % (2.9) % 1.1  % (2.2) %
Europe 182,461  167,762  (0.3) % (0.2) % 9.3  % 8.8  %
Asia Pacific 225,070  179,822  23.2  % —  % 2.0  % 25.2  %
Total sales $ 669,461  $ 615,420  6.5  % (1.4) % 3.7  % 8.8  %
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NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - NET INCOME TO EBITDA (Unaudited)
(Dollars in thousands)
Three Months Ended
January 31, 2026 January 31, 2025
Net income $ 133,382  $ 94,652 
Income taxes 31,119  22,203 
Interest expense — net 22,741  25,618 
Other income — net (20,837) (1,526)
Inventory step-up amortization (1)
—  3,135 
Severance and other (1)
—  5,961 
Acquisition-related costs (1)
—  1,030 
Adjusted operating profit 166,405  151,073 
Depreciation and amortization 36,585  37,030 
EBITDA (non-GAAP) (2)
$ 202,990  $ 188,103 
(1) Represents non-recurring cost reduction actions as well as fees and non-cash inventory charges associated with acquisitions.
(2) EBITDA is a non-GAAP measure used by management to evaluate the Company's ongoing operations. EBITDA is defined as operating profit plus certain adjustments, such as non-recurring cost reduction actions, fees and non-cash inventory charges associated with acquisitions, plus depreciation and amortization.


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NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - ADJUSTED NET INCOME AND EARNINGS PER SHARE (Unaudited)
(Dollars in thousands)
Three Months Ended
January 31, 2026 January 31, 2025
GAAP AS REPORTED
Net income $ 133,382  $ 94,652 
Diluted earnings per share $ 2.38  $ 1.65 
Shares outstanding — diluted 56,127  57,486 
ADJUSTMENTS
Inventory step-up amortization (1)
$ —  $ 3,135 
Acquisition costs (1)
—  1,030 
Severance and other (1)
—  5,961 
Acquisition amortization of intangibles 19,569  19,311 
Non-cash gain on minority investment (2)
(22,238) — 
Total adjustments $ (2,669) $ 29,437 
Adjustments net of tax $ (632) $ 23,844 
EPS effect of adjustments $ (0.01) $ 0.41 
 
NON-GAAP
Adjusted net income (3)
132,750  $ 118,496 
Adjusted earnings per share (4)
$ 2.37  $ 2.06 
(1) Represents non-recurring cost reduction actions as well as fees and non-cash inventory charges associated with acquisitions.
(2) Represents non-cash gain on minority investment accounted for at fair value.
(3) Adjusted net income is a non-GAAP measure defined as net income plus tax effected adjustments and other discrete tax items.
(4) Adjusted earnings per share is a non-GAAP measure defined as GAAP EPS adjusted for tax effected adjustments and other discrete tax items.
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NORDSON CORPORATION
RECONCILIATION OF NON-GAAP MEASURES - OPERATING CASH FLOW TO FREE CASH FLOW (Unaudited)
(Dollars in thousands)

Year to Date
January 31, 2026 January 31, 2025
Net cash provided by operating activities $ 140,428  $ 159,122 
Additions to property, plant and equipment (17,513) (21,399)
Free cash flow — year to date (1)
$ 122,915  $ 137,723 
Net income — year to date $ 133,382  $ 94,652 
Non-cash gain on minority investment — after-tax (16,679) — 
Net income excluding non-cash gain on minority investment — year to date (2)
$ 116,703  $ 94,652 
Free cash flow conversion — year to date (3)
105  % 146  %
(1) Free cash flow is a non-GAAP measure used by management to evaluate the Company's ongoing operations and is defined as Net cash provided by operating activities minus Additions to property, plant and equipment.
(2) Net income excluding non-cash gain on minority investment is a non-GAAP measure used by management as an input to the calculation of Free cash flow conversion and is defined as Net income excluding non-cash gains/losses on minority investment.
(3) Free cash flow conversion is a non-GAAP measure used by management to evaluate the Company's ongoing operations and is defined as Free cash flow divided by Net income excluding non-cash gain on minority investment.




Management uses certain non-GAAP measures, such as adjusted net income, adjusted EPS and EBITDA, internally to make strategic decisions, forecast future results, and evaluate the Company's current performance. Given management's use of these non-GAAP measures, the Company believes these measures are important to investors in understanding the Company's current and future operating results as seen through the eyes of management. In addition, management believes these non-GAAP measures are useful to investors in enabling them to better assess changes in the Company's core business across different time periods. Because non-GAAP financial measures are not standardized, it may not be possible to compare these financial measures to other companies' non-GAAP financial measures, even if they have similar names. Amounts may not add due to rounding.



Contact
Lara Mahoney
Vice President
Investor Relations & Corporate Communications
440.204.9985
Lara.Mahoney@nordson.com
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