EVP Hall Justin E covered exercise/tax liability with 36 units of NDSN, decreasing direct ownership by 3% to 1,180 units (SEC Form 4)
$NDSN
Industrial Machinery/Components
Industrials
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/01/2025 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| NDSN | 1,216(1) | D | ||||||||
| NDSN | 12/01/2025 | F | 17(2) | D | $235.03 | 1,199 | D | |||
| NDSN | 12/01/2025 | F | 19(3) | D | $235.03 | 1,180 | D | |||
| NDSN | 320(4) | I | Company Savings Plan | |||||||
|
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Explanation of Responses: |
| 1. On March 29, 2025, Form 3 was filed by reporting owner reflecting a total a 516 directly-held shares of the Company'. Due to an administrative oversight, an additonal 700 unvested restricted share units ("RSUs") were inadvertently omitted from the total of directly-held shares. The correct total of direclty-held shares held by the reporting person at the time of the filing of his Form 3 was 1216, as reflected herein. Moreover, the unvested RSUs are derived from the following equity grants made under the Company's stock plan: 1) December 1, 2022, the Company awarded 133 RSUs vesting in 1/3 increments over a 3-year period; 2) December 1, 2023 the Company awarded 152 RSUs vesting in 1/3 increments over a 3-year period; 3) September 1, 2024, the Company awarded 410 RSUs vesting in full on September 1, 2026; and 4) December 1, 2024 the Company awarded 144 RSUs vesting in 1/3 increments over a 3-year period. |
| 2. On December 1, 2022 the Company awarded 133 restricted share units under the Company's stock plan vesting in 1/3 increments over a 3-year period. 17 of the restricted share units were withheld to cover withholding taxes due upon vesting. |
| 3. On December 1, 2023 the Company awarded 152 restricted share units under the Company's stock plan vesting in 1/3 increments over a 3-year period. 19 of the restricted share units were withheld to cover withholding taxes due upon vesting. |
| 4. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c). |
| Remarks: |
| Jennifer L. McDonough on behalf of Justin E. Hall | 12/03/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||