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Nordson (NDSN) EVP corrects Form 3 holdings and reports RSU tax withholdings

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

Rhea-AI Filing Summary

Nordson Corporation executive Justin E. Hall, an EVP, reported updated share ownership and routine tax-related share withholdings. The filing clarifies that his prior Form 3 on March 29, 2025 should have shown 1,216 directly held shares, including 700 unvested restricted share units (RSUs) that were inadvertently omitted. These RSUs come from grants of 133 RSUs on December 1, 2022; 152 RSUs on December 1, 2023; 410 RSUs on September 1, 2024; and 144 RSUs on December 1, 2024 under the company’s stock plan.

On December 1, 2025, 17 RSUs from the 2022 grant and 19 RSUs from the 2023 grant were withheld at $235.03 per share to cover taxes due upon vesting, leaving 1,180 shares held directly. Hall also has 320 shares attributable to his participation in the company savings plan, which are reported as indirectly owned.

Positive

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Insider Hall Justin E
Role EVP
Type Security Shares Price Value
Tax Withholding NDSN 17 $235.03 $4K
Tax Withholding NDSN 19 $235.03 $4K
holding NDSN -- -- --
holding NDSN -- -- --
Holdings After Transaction: NDSN — 1,199 shares (Direct); NDSN — 320 shares (Indirect, Company Savings Plan)
Footnotes (1)
  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. 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. 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. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
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
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 OH 44145
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP
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)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Nordson (NDSN) disclose in this Form 4 for its executive?

The filing shows that EVP Justin E. Hall updated his beneficial ownership to reflect 1,216 directly held shares, including 700 previously omitted unvested RSUs, and reported tax-related share withholdings on vested RSUs.

How many Nordson (NDSN) shares does Justin E. Hall now report owning?

After the reported transactions, Hall reports 1,180 shares held directly and 320 shares held indirectly through the Company Savings Plan.

What correction did Nordson (NDSN) make to Justin E. Hall’s prior Form 3?

The explanation states that the original Form 3 on March 29, 2025 showed only 516 directly held shares. An additional 700 unvested RSUs were inadvertently omitted, so the correct total at that time was 1,216 directly held shares.

What restricted share unit (RSU) grants are reported for Nordson EVP Justin E. Hall?

The filing lists four RSU grants under the stock plan: 133 RSUs on December 1, 2022; 152 RSUs on December 1, 2023; 410 RSUs on September 1, 2024; and 144 RSUs on December 1, 2024, each with specified vesting schedules.

Why were some Nordson (NDSN) RSUs withheld from Justin E. Hall on December 1, 2025?

The filing notes that 17 RSUs from the 2022 grant and 19 RSUs from the 2023 grant were withheld to cover withholding taxes due upon vesting at a price of $235.03 per share.

How are Nordson (NDSN) shares in the Company Savings Plan reported for Justin E. Hall?

The document states that 320 shares are attributable to Hall’s participation in the Company Savings Plan, reported as indirect beneficial ownership and noted as exempt under Rule 16b-3(c).