NDSN Form 144: Proposed Sale of 1,199 Shares (Aug 28, 2025)

Rhea-AI Filing Summary

Nordson Corp (NDSN) Form 144 summary: The filer notifies a proposed sale of 1,199 common shares through Fidelity Brokerage on 08/28/2025 with an aggregate market value of $268,717.72. The filing shows total shares outstanding of 56,186,303. The 1,199 shares were acquired through restricted stock vesting on 11/30/2018 (292), 01/03/2020 (796), 11/30/2020 (1) and 05/26/2021 (110), and were granted as compensation. The filing also discloses recent open-market sales by the same person: 1,200 shares on 06/02/2025 ($253,011.29), 1,185 shares on 06/18/2025 ($254,590.00), and 1,000 shares on 08/27/2025 ($224,750.00). The filer certifies no undisclosed material adverse information.

Positive

• Full Rule 144 disclosure provided including broker, sale date, and aggregate market value
• Acquisitions identified as restricted stock vesting, clarifying the origin of shares
• Recent prior sales disclosed, increasing transparency about insider liquidity

Negative

• Multiple recent insider sales (3,385 shares across June–August 2025) which may be perceived negatively by some investors
• Sale represents ongoing disposals by the same person rather than a single isolated event

Insights

Corporate Governance Expert

TL;DR: Routine insider disposition under Rule 144; multiple recent sales suggest staged liquidity rather than a single large exit.

The filing documents a proposed sale of 1,199 shares acquired via restricted stock vesting and classified as compensation. The filing includes the required certifications and identifies the broker and intended sale date and market value. Recent reported sales on 06/02/2025, 06/18/2025, and 08/27/2025 indicate ongoing disposals by the same person, all disclosed. From a governance perspective, the filing meets Rule 144 disclosure mechanics and the signature clause affirms lack of undisclosed material information.

Securities Analyst

TL;DR: Transactions are small relative to total shares outstanding and appear to be routine insider liquidity events.

The aggregate market value of the proposed 1,199-share sale is $268,717.72 versus 56,186,303 shares outstanding, representing an immaterial percentage of the float. Acquisition history shows these shares originated from vesting events between 2018 and 2021 and were received as compensation. The filing also transparently lists three recent sales totaling 3,385 shares with combined gross proceeds of $732,351.29, providing a clear record of recent insider selling activity.

Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK
Filer CCC
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.

Relationship to Issuer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Common	Fidelity Brokerage Services LLC 900 Salem Street Smithfield RI 02917	1199	268717.72	56186303	08/28/2025	NASDAQ

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Common	11/30/2018	Restricted Stock Vesting	Issuer			292	11/30/2018	Compensation
Common	01/03/2020	Restricted Stock Vesting	Issuer			796	01/03/2020	Compensation
Common	11/30/2020	Restricted Stock Vesting	Issuer			1	11/30/2020	Compensation
Common	05/26/2021	Restricted Stock Vesting	Issuer			110	05/26/2021	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
Stephen Lovass 28601 Clemens Road Westlake OH 44145	Common	06/02/2025	1200	253011.29
Stephen Lovass 28601 Clemens Road Westlake OH 44145	Common	06/18/2025	1185	254590.00
Stephen Lovass 28601 Clemens Road Westlake OH 44145	Common	08/27/2025	1000	224750.00

144: Remarks and Signature

Remarks

Date of Notice

ATTENTION:

The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.

Signature

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What is being proposed for sale in the NDSN Form 144?

The filer proposes to sell 1,199 common shares via Fidelity Brokerage on 08/28/2025 with an aggregate market value of $268,717.72.

How were the 1,199 Nordson shares acquired?

All 1,199 shares were acquired through restricted stock vesting as compensation on dates 11/30/2018 (292), 01/03/2020 (796), 11/30/2020 (1), and 05/26/2021 (110).

Who is the broker handling the proposed sale?

The broker listed is Fidelity Brokerage Services LLC, 900 Salem Street, Smithfield RI 02917.

Has this insider sold other Nordson shares recently?

Yes. The filing lists sales by Stephen Lovass of 1,200 shares on 06/02/2025 (gross $253,011.29), 1,185 shares on 06/18/2025 (gross $254,590.00), and 1,000 shares on 08/27/2025 (gross $224,750.00).

What does the filer represent about material information?

By signing, the person represents they do not know any material adverse information about the issuer that has not been publicly disclosed.