Nordson (NDSN) director gains 2,098 shares via deferred stock conversion

Rhea-AI Filing Summary

Nordson Corp director Anette K. Clayton acquired company shares through equity awards and deferred compensation. On November 1, 2025 she was granted 822 restricted share units that were scheduled to vest on October 31, 2026. When her Board service ended on March 1, 2026, 552 units were forfeited and 270 remaining units were deferred into share-equivalent units.

On May 1, 2026, 2,098 stock equivalent units in her deferred compensation account converted into common shares on a one-for-one basis and were distributed to her. The Form 4 records 270 directly owned shares at a reference price of $283.20 per share and a total of 2,098 shares following the reported transaction.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider CLAYTON ANNETTE K

Role null

Type	Security	Shares	Price	Value
Grant/Award	NDSN	270	$283.20	$76K

Holdings After Transaction: NDSN — 2,098 shares (Direct, null)

Footnotes (1)

1. Pursuant to the terms of the Company's Stock and Award Plan ("Plan"), and the Notice and Terms of Grant Share-Based Award dated November 1, 2025 ("Notice"), reporting person was granted 822 restricted share units on November 1, 2025, which would vest entirely on October 31, 2026 . Reporting person ceased service of her term with the Company's Board of Directors on March 1, 2026, and, in accordance with the terms of the Plan and Notice, the 822 shares granted on November 1, 2025, were prorated based on the last day of her term, resulting in forfeiture of 552 restricted share units. Pursuant to the terms of the Company's Directors' Deferred Compensation Sub-Plan, the reporting person elected to defer the remaining 270 restricted share units into share equivalent units. On May 1, 2026, pursuant to the terms of the Company's Directors' Deferred Compensation Sub-Plan, the totality of the 2,098 stock equivalent units in reporting person's deferred compensation account converted to common shares on a one-for-one basis, and were distributed to her outright by Company's transfer agent.

Key Figures

Awarded RSUs: 822 restricted share units Forfeited RSUs: 552 restricted share units Deferred RSUs: 270 restricted share units +3 more

6 metrics

Awarded RSUs 822 restricted share units Granted November 1, 2025 under Stock and Award Plan

Forfeited RSUs 552 restricted share units Forfeited when Board service ended March 1, 2026

Deferred RSUs 270 restricted share units Deferred into share equivalent units under Directors' Sub-Plan

Converted stock equivalents 2,098 stock equivalent units Converted one-for-one into common shares on May 1, 2026

Post-transaction holdings 2,098 shares Total Nordson common shares following reported transaction

Reference share price $283.20 per share Price per share for 270-share award acquisition entry

Key Terms

restricted share units, Directors' Deferred Compensation Sub-Plan, share equivalent units, stock equivalent units

4 terms

restricted share units financial

"reporting person was granted 822 restricted share units on November 1, 2025"

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.

Directors' Deferred Compensation Sub-Plan financial

"Pursuant to the terms of the Company's Directors' Deferred Compensation Sub-Plan"

share equivalent units financial

"elected to defer the remaining 270 restricted share units into share equivalent units"

stock equivalent units financial

"the totality of the 2,098 stock equivalent units in reporting person's deferred compensation account converted"

Stock equivalent units are financial claims or instruments that are treated as if they were actual shares for purposes like calculating ownership, dilution, and earnings per share. Think of them as promises or placeholders for future slices of company pie—options, restricted units, or convertible securities—that don’t yet sit on the table but will reduce each existing slice when converted. Investors track them because they change how much of a company each share really represents and can affect valuation and voting power.

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

X

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^*

CLAYTON ANNETTE K

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form 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)
			Code	V	Amount	(A) or (D)	Price
NDSN	05/01/2026		A		270(1)(2)	A	$283.2	2,098	D

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. Pursuant to the terms of the Company's Stock and Award Plan ("Plan"), and the Notice and Terms of Grant Share-Based Award dated November 1, 2025 ("Notice"), reporting person was granted 822 restricted share units on November 1, 2025, which would vest entirely on October 31, 2026 . Reporting person ceased service of her term with the Company's Board of Directors on March 1, 2026, and, in accordance with the terms of the Plan and Notice, the 822 shares granted on November 1, 2025, were prorated based on the last day of her term, resulting in forfeiture of 552 restricted share units. Pursuant to the terms of the Company's Directors' Deferred Compensation Sub-Plan, the reporting person elected to defer the remaining 270 restricted share units into share equivalent units.

2. On May 1, 2026, pursuant to the terms of the Company's Directors' Deferred Compensation Sub-Plan, the totality of the 2,098 stock equivalent units in reporting person's deferred compensation account converted to common shares on a one-for-one basis, and were distributed to her outright by Company's transfer agent.

Remarks:

	Jennifer L. McDonough on behalf of Annette K. Clayton	05/08/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did Nordson (NDSN) director Anette K. Clayton report on this Form 4?

Anette K. Clayton reported acquiring Nordson shares through equity awards and deferred compensation. Restricted share units granted in 2025 were partially forfeited when her Board service ended, with remaining units deferred and later converted into 2,098 common shares distributed to her.

How many Nordson (NDSN) shares does Anette K. Clayton hold after this transaction?

After the reported transaction, Anette K. Clayton is shown holding 2,098 Nordson common shares. This reflects the one-for-one conversion and distribution of stock equivalent units from her Directors' deferred compensation account as disclosed in the Form 4 footnotes.

What is the significance of the 270 Nordson (NDSN) shares in this Form 4?

The Form 4 lists a grant or award acquisition of 270 shares at $283.20 per share, tied to remaining restricted share units. These units were deferred under the Directors' Deferred Compensation Sub-Plan and ultimately formed part of the 2,098 stock equivalent units converted to shares.

Why were some of Anette K. Clayton’s Nordson (NDSN) restricted units forfeited?

Of the 822 restricted share units granted on November 1, 2025, 552 were forfeited when Anette K. Clayton ceased serving on the Board on March 1, 2026. The Plan required prorating the award based on service through her last day on the Board.

How did Nordson’s Directors' Deferred Compensation Sub-Plan affect this Form 4?

Under the Directors' Deferred Compensation Sub-Plan, Anette K. Clayton elected to defer 270 restricted share units into share-equivalent units. On May 1, 2026, 2,098 stock equivalent units in her deferred account converted one-for-one into common shares and were distributed to her.

Was this Nordson (NDSN) Form 4 an open-market stock purchase or sale?

This Form 4 does not report an open-market purchase or sale. It shows a grant or award acquisition and conversion of stock equivalent units under Nordson’s Stock and Award Plan and Directors' Deferred Compensation Sub-Plan, resulting in delivery of common shares to the director.