Nordson (NDSN) EVP uses cashless option exercise and sells 23,052 shares

Q: How many Nordson (NDSN) shares did Joseph P. Kelley sell in these transactions?

Kelley sold 23,052 Nordson shares in multiple open-market trades. The reported prices generally ranged around $289–$290 per share, and the sales were tied to funding stock option exercises, taxes, and transaction costs in a broker-assisted cashless structure.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Nordson Corporation Executive Vice President Joseph P. Kelley reported a mix of stock option exercises and share sales in Nordson (NDSN). On February 23, 2026, he exercised stock options that would otherwise expire on July 6, 2030 and November 23, 2030 through broker-assisted cashless transactions.

As part of these transactions, Kelley sold 23,052 shares of common stock in multiple open-market trades at prices generally around $289–$290 per share, with shares sold to pay the option exercise price, cover withholding taxes, and pay broker fees and commissions. After these moves, he directly owned 7,559 Nordson shares.

Insider Trade Summary

Net Seller: 23,052 shares ($6,669,276)

Net Sell 22 txns

Insider Kelley Joseph P

Role Executive Vice President

Sold 23,052 shs ($6.67M)

Type	Security	Shares	Price	Value
Exercise	NDSN	15,022	$289.32	$4.35M
Exercise	NDSN	6,011	$289.30	$1.74M
Sale	NDSN	95	$289.11	$27K
Sale	NDSN	92	$289.08	$27K
Sale	NDSN	758	$289.00	$219K
Sale	NDSN	84	$289.25	$24K
Sale	NDSN	84	$289.26	$24K
Sale	NDSN	51	$289.83	$15K
Sale	NDSN	51	$289.84	$15K
Sale	NDSN	54	$289.71	$16K
Sale	NDSN	60	$289.63	$17K
Sale	NDSN	60	$289.64	$17K
Sale	NDSN	130	$289.01	$38K
Sale	NDSN	100	$289.04	$29K
Sale	NDSN	100	$290.39	$29K
Sale	NDSN	100	$289.46	$29K
Sale	NDSN	100	$289.47	$29K
Sale	NDSN	100	$290.40	$29K
Exercise	NDSN	15,022	$189.72	$2.85M
Exercise	NDSN	6,011	$201.50	$1.21M
Sale	NDSN	15,022	$289.32	$4.35M
Sale	NDSN	6,011	$289.30	$1.74M

Holdings After Transaction: NDSN — 6,295 shares (Direct)

Footnotes (1)

Exercise of a portion of reporting person's stock options that would otherwise expire 7/6/2030 of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale. Exercise of a portion of reporting person's stock options that would otherwise expire 11/23/2030, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $289.00 to $290.40. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $289.00 to $290.40. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 05:42 PM

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^*

Kelley Joseph P

(Last)

(First)

(Middle)

28601 CLEMENS ROAD

(Street)

WESTLAKE

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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
NDSN	02/23/2026		S		95	D	$289.11	9,483	D
NDSN	02/23/2026		S		92	D	$289.08	9,391	D
NDSN	02/23/2026		S		758	D	$289	8,633	D
NDSN	02/23/2026		S		84	D	$289.25	8,549	D
NDSN	02/23/2026		S		84	D	$289.26	8,465	D
NDSN	02/23/2026		S		51	D	$289.83	8,414	D
NDSN	02/23/2026		S		51	D	$289.84	8,363	D
NDSN	02/23/2026		S		54	D	$289.71	8,309	D
NDSN	02/23/2026		S		60	D	$289.63	8,249	D
NDSN	02/23/2026		S		60	D	$289.64	8,189	D
NDSN	02/23/2026		S		130	D	$289.01	8,059	D
NDSN	02/23/2026		S		100	D	$289.04	7,959	D
NDSN	02/23/2026		S		100	D	$290.39	7,859	D
NDSN	02/23/2026		S		100	D	$289.46	7,759	D
NDSN	02/23/2026		S		100	D	$289.47	7,659	D
NDSN	02/23/2026		S		100	D	$290.4	7,559	D
NDSN	02/23/2026		M		15,022⁽¹⁾	A	$189.72	22,581	D
NDSN	02/23/2026		M		6,011⁽²⁾	A	$201.5	28,592	D
NDSN	02/23/2026		S		15,022	D	$289.32⁽³⁾	13,570	D
NDSN	02/23/2026		S		6,011	D	$289.3⁽⁴⁾	7,559	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NDSN	$189.72	02/23/2026		M			15,022	07/06/2021	07/06/2030	NDSN	15,022	$289.32⁽³⁾	6,295	D
NDSN	$201.5	02/23/2026		M			6,011	11/23/2021	11/23/2030	NDSN	6,011	$289.3⁽⁴⁾	2,139	D

Explanation of Responses:

1. Exercise of a portion of reporting person's stock options that would otherwise expire 7/6/2030 of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.

2. Exercise of a portion of reporting person's stock options that would otherwise expire 11/23/2030, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.

3. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $289.00 to $290.40. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

4. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $289.00 to $290.40. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.

Remarks:

	Jennifer L. McDonough on behalf of Joseph P. Kelley	02/25/2026
	** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Nordson (NDSN) Executive Vice President Joseph P. Kelley report on this Form 4?

Joseph P. Kelley reported exercising Nordson stock options and selling related shares. The transactions were broker-assisted cashless exercises, where shares were sold to fund the option exercise price, withholding taxes, and broker fees and commissions, with remaining shares held directly afterward.

How many Nordson (NDSN) shares did Joseph P. Kelley sell in these transactions?

Kelley sold 23,052 Nordson shares in multiple open-market trades. The reported prices generally ranged around $289–$290 per share, and the sales were tied to funding stock option exercises, taxes, and transaction costs in a broker-assisted cashless structure.

What type of transactions did Joseph P. Kelley execute in Nordson (NDSN) stock?

He executed a combination of stock option exercises and open-market sales. The options were exercised via broker-assisted cashless transactions, with a portion of the resulting shares sold to pay the exercise price, satisfy withholding tax obligations, and cover broker fees and commissions.

What were the option expiration dates involved in Joseph P. Kelley’s Nordson (NDSN) transactions?

The options exercised by Kelley would otherwise have expired on July 6, 2030 and November 23, 2030. Exercising them now through cashless transactions allowed him to realize shares while using part of those shares to fund related costs and obligations.

At what prices were Joseph P. Kelley’s Nordson (NDSN) shares sold?

The reported sales used weighted-average prices, with individual trades ranging from $289.00 to $290.40 per share. The filing notes that detailed trade-by-trade price information is available upon request from the issuer, its security holders, or Securities and Exchange Commission staff.

How many Nordson (NDSN) shares does Joseph P. Kelley hold after these transactions?

Following the reported option exercises and related share sales, Kelley directly owns 7,559 Nordson shares. This figure reflects his remaining direct holdings after using a portion of the exercised shares to pay the option exercise price, taxes, and broker commissions.