NORDSON CORP
For the period ended Jan 31, 2026. Filed Feb 19, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jan 31, 2026 · Filed Feb 19, 2026
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ITEM 5. OTHER INFORMATION
During the quarter ended January 31, 2026, no director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company adopted orterminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, except as described in the table below:
| Trading Arrangement | ||||||
|---|---|---|---|---|---|---|
| Action | Action Date | Rule 10b5-11 | Non-Rule 10b5-12 | Total Shares to be Sold | Expiration Date | |
| Sundaram NagarajanChief Executive Officer | Terminated3 | 1/12/2026 | x | Up to 41,8004 shares | 7/10/2026 | |
| Sundaram NagarajanChief Executive Officer | Adopted | 1/12/2026 | x | Up to 41,8005 shares | 12/31/2026 | |
| Joseph P. KelleyExecutive Vice President | Adopted | 1/16/2026 | x | Up to 2,310 shares | 1/15/2027 | |
| 1 Intended to satisfy the affirmative defense of Rule 10b5-1(c) | ||||||
| 2 Not intended to satisfy the affirmative defense of Rule 10b5-1(c) | ||||||
| 3 The 10b5-1 Plan originally adopted by Mr. Nagarajan on April 3, 2025, was terminated in connection with the adoption of a new Rule 10b5-1 Plan on January 12, 2026. | ||||||
| 4 The Company’s prior disclosure in its Quarterly Report on Form 10‑Q for the quarterly period ended April 30, 2025 incorrectly stated that terminated Rule 10b5-1 Plan covered 40,000 shares. The correct number of shares covered under the terminated Rule 10b5-1 Plan was 41,800 shares. | ||||||
| 5 Mr. Nagarajan's Rule 10b5-1 Plan provides for the potential sale of up to 41,800 shares of the Company’s common stock, all of which Mr. Nagarajan may acquire upon the exercise of outstanding stock options. | ||||||
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