Nordson (NDSN) risk factors, FY2025 10-K

Nordson's FY2025 10-K, filed Dec 17, 2025, lists 25 risk factors in 5 groups. Against the prior year's 25: 2 new, 2 dropped, 5 substantially reworded.

Risk factors listed
255 groups
New this year
2vs 25 last year
Dropped
2since the prior 10-K
Substantially reworded
5of those kept
Section length
7k wordsItem 1A

What the changes say

  • Nordson added risks regarding artificial intelligence integration and trade policy uncertainties.
  • Interest rate debt exposure and certain data protection law references were dropped.
  • Environmental disclosures were updated to highlight potential climate regulation compliance costs.

What changed since the prior 10-K

New

  • NewRisks Related to Economic Conditions

    Changes to trade policies, tariffs, and other import/export regulations of the U.S. and other nations may create uncertainty in the global market and have a material adverse effect on our business, financial condition, and results of operations

    Changes to tariffs and import or export regulations globally could disrupt trade relations, alter customer and supplier dynamics, and hurt sales and profitability.

  • NewRisks Related to Our Business and Operations

    We may be incorporating artificial intelligence technologies into our products, services and processes. These technologies may present business, compliance and reputational risks

    Incorporating artificial intelligence and generative AI into products and internal processes creates risks related to regulatory scrutiny, IP infringement, data privacy, and unauthorized employee use.

Dropped

  • DroppedRisks Related to Our Business and Operations

    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 possession and we may not be able to identify any such incident in a timely manner

  • DroppedRisks Related to Our Capital Structure

    Changes in interest rates could adversely affect us

Reworded

  • 48% rewrittenRisks Related to Our Business and Operations

    Any of these events could reduce the demand for our products, limit the prices at which we can sell our products, interrupt our supply chain, or otherwise have an adverse effect on our operating performance

    Updated references from the incoming U.S. presidential administration to the current U.S. presidential administration regarding trade policies and export controls.

  • 47% rewrittenRisks Related to Legal, Compliance and Regulatory Matters

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

    Added specific mention of potential compliance costs from new climate-change regulations impacting profits and suppliers.

    Was: 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

  • 28% rewrittenRisks Related to Our Business and Operations

    Increased information technology threats and cybersecurity incidents and threats could pose a risk to our systems, networks, products, solutions and services and those of our business partners

    Minor phrasing updates regarding information technology threats and cybersecurity incidents without altering core meaning.

  • 27% rewrittenRisks Related to Economic Conditions

    Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results

    Updated fiscal year reference from 2024 to 2025 regarding consolidated revenues generated in non-U.S. currencies.

  • 25% rewrittenRisks Related to Our Business and Operations

    Failure to retain our existing senior management team or the inability to attract and retain qualified personnel could hurt our business and inhibit our ability to operate and grow successfully

    Minor grammatical adjustments regarding the dependence on executive management and personnel retention.

All 25 risk factors

Headings as the filing states them, in filing order.

Risks Related to Economic Conditions

  1. 01Changes in U.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
  2. 02Changes to trade policies, tariffs, and other import/export regulations of the U.S. and other nations may create uncertainty in the global market and have a material adverse effect on our business, financial condition, and results of operationsNew
  3. 03Significant movements in foreign currency exchange rates or change in monetary policy may harm our financial results27% rewritten

Risks Related to Our Business and Operations

  1. 04Political conditions in and between the United States and foreign countries in which we operate could adversely affect our business
  2. 05Any of these events could reduce the demand for our products, limit the prices at which we can sell our products, interrupt our supply chain, or otherwise have an adverse effect on our operating performance48% rewritten
  3. 06Failure to retain our existing senior management team or the inability to attract and retain qualified personnel could hurt our business and inhibit our ability to operate and grow successfully25% rewritten
  4. 07The Company may be subject to risks relating to organizational changes
  5. 08Increased information technology threats and cybersecurity incidents and threats could pose a risk to our systems, networks, products, solutions and services and those of our business partners28% rewritten
  6. 09We may face particular data protection and privacy risks in connection with the European Union's Global Data Protection Regulation, the California Consumer Privacy Act and other privacy laws and regulations
  7. 10A disruption in, shortage of, or price increases for, supply of our components and raw materials may adversely impact our business, financial condition, results of operations and cash flows
  8. 11We may be incorporating artificial intelligence technologies into our products, services and processes. These technologies may present business, compliance and reputational risksNew
  9. 12If our intellectual property protection is inadequate, others may be able to use our technologies and tradenames and thereby reduce our ability to compete, which could have a material adverse effect on our business, financial condition and results of operations
  10. 13Our products could infringe on the intellectual property of others, which may cause us to engage in costly litigation and, if we are not successful, could cause us to pay substantial damages and prohibit us from selling our products

Risks Related to the Execution of Our Strategy

  1. 14If we fail to develop new products or enhance existing products, or our customers do not accept the new or enhanced products we develop, our financial condition, results of operations, cash flows and liquidity could be adversely affected
  2. 15Our growth strategy includes acquisitions, and we may not be able to execute on our acquisition strategy or integrate acquisitions successfully
  3. 16Any impairment in the value of our intangible assets, including goodwill, would negatively affect our operating results and total capitalization

Risks Related to Legal, Compliance and Regulatory Matters

  1. 17Changes in United States and international tax laws may have a material adverse effect on our business, financial condition and results of operations
  2. 18We may be exposed to liabilities under the Foreign Corrupt Practices Act ("FCPA"), which could have a material adverse effect on our business, reputation, financial condition or results of operations
  3. 19The level of returns on pension plan assets, changes in the actuarial assumptions used and management of pension liabilities could adversely affect us
  4. 20Our global operations are subject to increasingly complex environmental regulatory requirements, and compliance with evolving environmental regulatory requirements could negatively impact our business, capital expenditures, results of operations, financial condition and competitive position
  5. 21Expectations relating to environmental, social and governance considerations expose us to potential liabilities, increased costs, reputational harm and other adverse effects on our business47% rewritten

Risks Related to Our Capital Structure

  1. 22The limits imposed on us by the restrictive covenants contained in the agreements governing our debt could prevent us from making acquisitions or cause us to lose access to these facilities
  2. 23These restrictions could limit our ability to plan for or react to market conditions or meet extraordinary capital needs and could otherwise restrict our financing activities
  3. 24The insurance that we maintain may not fully cover all potential exposures
  4. 25Our business, financial condition and results of operations may be adversely affected by natural disasters or other catastrophic events beyond our control

Other Nordson 10-Ks

  • FY2024 10-K risk factors
    25 risks

    International markets generate sixty seven percent of revenue exposing the company to currency and geopolitical risks. Acquisitions like Atrion drive growth but entail integration risks and debt covenants. Regulatory compliance spans cybersecurity data privacy environmental and anti-corruption laws globally.

    Filed Dec 18, 2024

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.