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  4. [Form 4] NORDSON CORP Insider Trading Activity

Nordson’s Justin Hall has 118 shares withheld for tax

Following the tax withholding, Hall holds 1,397 shares directly and 349 indirectly, and no Rule 10b5-1 plan was reported.

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

NORDSON CORP (NDSN) executive vice president Justin E. Hall reported an automatic share withholding related to a restricted share unit vesting. On September 1, 2026, 118 shares of NDSN common stock were withheld at $314.40 per share to cover tax liabilities upon vesting from a 410-unit restricted share grant originally awarded on September 1, 2024. After this tax-withholding disposition, Hall holds 1,397 shares directly and 349 shares indirectly through a Company Savings Plan. No Rule 10b5-1 trading plan is reported for these transactions.

Positive

  • None.

Negative

  • None.
Insider Hall Justin E
Role EVP
Type Security Shares Price Value
Tax Withholding NDSN F1 118 $314.40 $37K
holding NDSN F2 -- -- --
Holdings After Transaction: NDSN — 1,397 shares (Direct); NDSN — 349 shares (Indirect, Company Savings Plan)
Footnotes (2)
  1. F1. On September 1, 2024, the Company awarded 410 restricted share units under the Company's stock plan vesting in full on September 1, 2026. 118 of the restricted share units were withheld to cover withholding taxes due upon vesting.
  2. F2. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
Shares withheld for taxes 118 shares Withheld on September 1, 2026 to cover tax liability upon RSU vesting
Withholding reference price $314.40 per share Value applied to the 118 shares withheld on September 1, 2026
Direct holdings after transaction 1,397 shares Direct NDSN common stock held by Justin E. Hall after September 1, 2026 withholding
Indirect holdings after transaction 349 shares Indirect NDSN shares attributable to participation in the Company Savings Plan
Original RSU award 410 restricted share units Awarded on September 1, 2024, vesting in full on September 1, 2026
restricted share units financial
"the Company awarded 410 restricted share units under the Company's stock plan"
Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.
withholding taxes financial
"118 of the restricted share units were withheld to cover withholding taxes"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
Company Savings Plan financial
"Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan"
Rule 16b-3(c) regulatory
"participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c)"
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

FAQ

What insider transaction did NORDSON CORP (NDSN) report for Justin E. Hall?
Justin E. Hall reported an automatic disposition of 118 NDSN shares on September 1, 2026, withheld to pay tax liabilities upon vesting of restricted share units, at a reported value of $314.40 per share. This was not an open-market sale.

How many NDSN shares does Justin E. Hall hold after this Form 4 filing?
Following the September 1, 2026 transactions, Justin E. Hall holds 1,397 NDSN shares directly and 349 shares indirectly through a Company Savings Plan, as reported in the Form 4.

What restricted share unit award underlies the NDSN tax-withholding transaction?
The tax-withholding relates to an award of 410 restricted share units granted on September 1, 2024 under Nordson’s stock plan, which vested in full on September 1, 2026. 118 of those units were withheld to cover taxes due at vesting.

Was the NDSN insider transaction executed under a Rule 10b5-1 trading plan?
No. The filing indicates no Rule 10b5-1 plan is reported for the September 1, 2026 transactions. The disposition resulted from shares withheld to pay tax liabilities tied to restricted share unit vesting.

Is the indirect NDSN share ownership by Justin E. Hall part of the Company Savings Plan?
Yes. The Form 4 states that 349 NDSN shares are attributable to Justin E. Hall’s participation in the Company Savings Plan, which is described as exempt from reporting under Rule 16b-3(c).

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SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Hall Justin E
(Last)(First)(Middle)
28601 CLEMENS ROAD
(Street)
WESTLAKE OHIO 44145
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
NDSN09/01/2026F118(1)D$314.41,397D
NDSN349(2)ICompany 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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. On September 1, 2024, the Company awarded 410 restricted share units under the Company's stock plan vesting in full on September 1, 2026. 118 of the restricted share units were withheld to cover withholding taxes due upon vesting.
2. 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. Hall09/02/2026
** Signature of Reporting PersonDate
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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR