Nordson Corp SEC Filings

Form 144 notice by an individual related to Nordson Corp (NDSN) proposes the sale of 1,000 common shares through Fidelity Brokerage Services on NASDAQ with an aggregate market value of $224,750 and lists 56,186,303 shares outstanding. The filer reports prior restricted-stock vesting acquisitions between 2017 and 2024 totaling 1,000 shares across six vesting events, recorded as compensation. The notice also discloses two recent open-market dispositions by the same person: 1,200 shares on 06/02/2025 for $253,011.29 and 1,185 shares on 06/20/2025 for $254,590.00. The signer certifies no undisclosed material adverse information.

Nordson Corporation (NDSN) reported interim results and disclosures for the nine months ended July 31, 2025. Net income was stated as $332,840 and $5.83 per diluted share for the nine months, a 3.6% decrease in net income and a $0.16 decrease in diluted EPS versus the prior year period. The company completed the August 21, 2024 acquisition of Atrion, recording $494,279 of goodwill and $129,600 of identifiable intangible assets; the purchase price allocation remained preliminary as of July 31, 2025. Cash and liquidity remain strong with $147,788 cash on hand, $516,264 cash provided by operations for the nine months and $824,120 of available borrowing capacity. The company had outstanding borrowings of $280,000 on a term loan and $243,000 on its revolving facility, with a weighted-average interest rate of 5.48% on its credit facilities. The effective tax rate was 19.7% for the nine months; excluding a discrete divestiture tax item the three- and nine-month rates were lower. Foreign-currency forward contracts produced net losses in the period and net investment hedges showed translation losses recorded in AOCI. Management concluded disclosure controls were effective and noted no material changes in internal control over financial reporting.

Nordson Corporation reported that its Board authorized an additional $500 million share repurchase program, increasing total available authorization to approximately $793 million when combined with roughly $293 million remaining from prior approvals. The company said repurchases may occur in the open market, via privately negotiated transactions, or through Rule 10b5-1 trading plans, and that timing, amount, price and manner will be determined at management's discretion based on business, economic, market and regulatory factors. The program does not obligate Nordson to buy any specific amount and may be suspended or discontinued.

State Street Corporation reports beneficial ownership of 2,957,894 shares of Nordson common stock, representing 5.2% of the class. The filing shows shared voting power on 1,970,267 shares and shared dispositive power on 2,957,705 shares; the reporting person has no sole voting or sole dispositive power. The filer is identified as a holding company and lists multiple State Street Global Advisors subsidiaries classified as investment advisers.

The filing includes a certification stating the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

On 1 Aug 2025, Nordson Corp. (NDSN) filed a Form 4 disclosing that Vice President & Chief Accounting Officer Joseph M. Rutledge was granted 2,875 restricted share units (RSUs) under the company’s stock plan. The award was recorded at an indicative price of $209.25 per share. The RSUs vest in three equal annual installments beginning 1 Aug 2026, subject to continued employment, and carry no derivative feature. After the grant, Rutledge’s direct beneficial ownership stands at 2,875 NDSN shares/units; no other share movements or derivative positions were reported.

The transaction is classified as Code “A” (acquired) and represents routine executive compensation rather than an open-market purchase or sale. It neither changes the company’s outstanding share count nor conveys new financial or operational information. Accordingly, investor impact is viewed as neutral; the filing simply records management equity alignment.

Nordson Corp (NDSN) – Form 4 filing dated 08/04/2025

Executive Vice President Srinivas Subramanian reported a single insider transaction on 08/01/2025. Transaction code “F” indicates the automatic surrender of shares to satisfy withholding taxes triggered by the vesting of previously granted restricted share units (RSUs). 10 common shares were disposed at an average price of $209.25 per share. Following the tax-related disposition, Subramanian holds 6,379 shares directly and 1,567 shares indirectly through Nordson’s Company Savings Plan.

The footnote clarifies that the 10 shares came from the vesting of an August 1 2022 award of 95 RSUs that vest in one-third annual installments. No open-market purchase or sale occurred, and no derivative positions were reported.

Given the marginal share count involved and the tax-withholding nature of the transaction, the filing carries minimal financial impact for Nordson shareholders.

On 31 Jul 2025, Nordson Corp (NDSN) director Annette K. Clayton acquired 117 Stock Equivalent Units at an implied $214.21 per unit, pursuant to the company’s Directors’ Deferred Compensation Sub-Plan (Form 4, code “A”). The units represent a deferral of her quarterly cash retainer; they will convert 1-for-1 into common shares upon distribution.

Following the transaction, Clayton’s direct holdings increased to 1,701 shares, which include 3 dividend-accrued Stock Equivalent Units and 3 dividend-accrued Restricted Share Units. No derivative positions were reported, and no Rule 10b5-1 trading plan was indicated. The filing was signed on 1 Aug 2025 by attorney-in-fact Jennifer L. McDonough.

Nordson Corp (NDSN) – Form 4 filing dated 08/01/2025

Director Christopher L. Mapes reported one transaction on 07/31/2025. Through the company’s Directors’ Deferred Compensation Sub-Plan, he converted his quarterly cash retainer into 117 stock-equivalent units at an assigned price of $214.21 each (approx. $25 thousand in value). After the conversion, Mapes’ direct beneficial ownership rose to 1,930 units, which also includes 4 dividend-accrued stock-equivalent units and 3 dividend-accrued restricted share units.

No sales, options, or other derivative transactions were disclosed. The filing reflects routine compensation deferral rather than an open-market purchase, so the dollar amount and percentage change in ownership are immaterial relative to Nordson’s overall share count and market capitalization. Nonetheless, it signals that the director opted to take compensation in equity rather than cash, a modest indicator of alignment with shareholders.