During the 2021 Annual Meeting of Shareholders, our shareholders approved the Nordson Corporation 2021 Stock Incentive and Award Plan (the “2021 Plan”) as the successor to the Amended and Restated 2012 Stock Incentive and Award Plan (the "2012 Plan"). The 2021 Plan provides for the granting of stock options, stock appreciation rights, restricted shares, restricted share units, performance shares, cash awards and other stock or performance-based incentives. A maximum of 900 common shares were authorized for grant under the 2021 Plan plus the number of shares that were available to be granted under the 2012 Plan, as well as issuable under the CyberOptics equity plan. As of October 31, 2025, a total of 2,081 common shares were available to be granted under the 2021 Plan.

Stock options — Nonqualified or incentive stock options may be granted to our employees and directors. Generally, options granted to employees may be exercised beginning one year from the date of grant at a rate not exceeding 25 percent per year and expire 10 years from the date of grant. Vesting accelerates upon a qualified termination in connection with a change in control. In the event of termination of employment due to early retirement or normal retirement at age 65, options granted within 12 months prior to termination are forfeited, and vesting continues post-retirement for all other unvested options granted. In the event of disability or death, all unvested stock options granted within 12 months prior to termination fully vest. Termination for any other reason results in forfeiture of unvested options and vested options in certain circumstances. The amortized cost of options is accelerated if the retirement eligibility date occurs before the normal vesting date. Option exercises are satisfied through the issuance of treasury shares on a first-in, first-out basis.


	Number of Options	Weighted˗Average Exercise Price Per Share		Aggregate Intrinsic Value		Weighted˗Average Remaining Term
Outstanding at October 31, 2024	855	$	167.26
Granted	60	209.73
Exercised	(93)	107.74
Forfeited or expired	(11)	225.98
Outstanding at October 31, 2025	811	176.40		$	48,471	4.3 years
Expected to vest	142	231.36		1,226		7.9 years
Exercisable at October 31, 2025	666	$	164.53	$	47,221	3.6 years


	2025	2024	2023
Expected volatility	30.3%-31.2%	30.3%-31.7%	30.4%-31.8%
Expected dividend yield	1.51%	1.15%-1.20%	1.12%-1.27%
Risk-free interest rate	4.43%-4.48%	4.22%-4.52%	3.79%-4.21%
Expected life of the option (in years)	5.0-6.3	5.0-6.2	5.0-6.2


	2025	2024	2023
Recognized compensation expense before tax	$3,131	$4,616	$6,655

Income tax benefit associated with stock option exercises	$1,734	$4,568	$3,717
Weighted-average expected volatility used to value options granted	30.5%	30.7%	30.6%
Weighted average grant date fair value of stock options granted	$68.11	$79.84	$77.99
Intrinsic value of options exercised	$10,553	$35,620	$23,706
Cash received from the exercise of stock options	$9,014	$31,067	$21,373

Historical information was the primary basis for the selection of the expected volatility, expected dividend yield and the expected lives of the options. The risk-free interest rate was selected based upon yields of United States Treasury issues with terms equal to the expected life of the option being valued.

Restricted shares and restricted share units — We may grant restricted shares and/or restricted share units to our employees and directors. These shares or units may not be transferred for a designated period of time (generally one to three years) defined at the date of grant. We may also grant continuation awards in the form of restricted share units with cliff vesting and a performance measure that must be achieved for the restricted share units to vest.

For employee recipients, in the event of termination of employment due to early retirement, with consent of the Company, restricted shares and units granted within 12 months prior to termination are forfeited, and other restricted shares and units vest on a pro-rata basis, subject to the consent of the Compensation Committee. In the event of termination of employment due to normal retirement at age 65, restricted shares and units granted within 12 months prior to termination are forfeited, and, for other restricted shares and units, the restriction period applicable to restricted shares will lapse and the shares will vest and be transferable and all unvested units will become vested in full, subject to the consent of the Compensation Committee. In the event of a recipient's disability or death, all restricted shares and units granted within 12 months prior to termination fully vest. Termination for any other reason prior to the lapse of any restrictions or vesting of units results in forfeiture of the shares or units.

For non-employee directors, all restrictions lapse in the event of disability or death of the non-employee director. Termination of service as a director for any other reason within one year of date of grant results in a pro-rata vesting of shares or units.

As of October 31, 2025, there was no unrecognized compensation cost related to restricted shares. The amount charged to expense related to restricted shares was $0, $0 and $336 in 2025, 2024 and 2023, respectively. These amounts included common share dividends of $0, $0 and $5 in 2025, 2024 and 2023, respectively.


	Number of Units	Weighted˗Average Grant Date Fair Value
Restricted share units at October 31, 2024	67	$	238.83
Granted	52	235.69
Forfeited	(10)	230.72
Vested	(36)	246.22
Restricted share units at October 31, 2025	73	$	234.14

Performance share incentive awards — Executive officers and selected other key employees are eligible to receive common share-based incentive awards. Payouts, in the form of unrestricted common shares, vary based on the degree to which corporate financial performance exceeds predetermined threshold, target and maximum performance goals over three-year performance periods. No payout will occur unless threshold performance is achieved.

The amount of compensation expense is based upon current performance projections and the percentage of the requisite service that has been rendered. The calculations are based upon the grant date fair value which is principally driven by the stock price on the date of grant. As of October 31, 2025, there was $7,850 of unrecognized compensation cost related to performance share incentive awards, which is expected to be recognized over a weighted average period of 1.5 years.


	Number of Units	Weighted˗Average Grant Date Fair Value
Performance share units as October 31,2024	60	$	230.26
Granted (1)	33	199.30
Forfeited	(7)	217.34
Performance adjustments (2)	(8)	231.34
Vested	(15)	231.34
Performance share units as October 31, 2025	64	$	215.12

Deferred compensation — Our executive officers and other highly compensated employees may elect to defer up to 100 percent of their base pay and cash incentive compensation and, for executive officers, up to 90 percent of their share-based performance incentive award payout each year. Additional share units are credited for quarterly dividends paid on our common shares. Expense related to dividends paid under this plan was $125, $97 and $107 for 2025, 2024 and 2023, respectively.

Deferred directors’ compensation — Non-employee directors may defer all or part of their cash and equity-based compensation until retirement. Cash compensation may be deferred as cash or as share equivalent units. Deferred cash amounts are recorded as liabilities, and share equivalent units are recorded as equity. Additional share equivalent units are earned when common share dividends are declared.


	Number of Shares	Weighted˗Average Grant Date Fair Value Per Share
Outstanding at October 31, 2024	65	$	115.66
Restricted stock units vested and deferred fees	6	244.50
Dividend equivalents	1	210.16
Distributions	(2)	77.88
Outstanding at October 31, 2025	70	$	130.06