Nordson (NDSN) EVP reports 30-share tax withholding disposition on RSU vesting

Rhea-AI Filing Summary

Nordson Corporation executive Sarah Siddiqui reported a small share disposition related to taxes, not an open-market trade. On the vesting of previously granted restricted share units, 30 NDSN shares were withheld at a price of $293.44 per share to cover withholding taxes. These shares came from a 311-unit award granted on March 1, 2023 that vests in one-third increments over three years. After this tax-withholding transaction, Siddiqui directly holds 5,058 Nordson shares.

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

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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^*

Siddiqui Sarah

(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, CHRO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2026

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)
			Code	V	Amount	(A) or (D)	Price
NDSN	02/27/2026		F		30(1)	D	$293.44	5,058	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. On March 1, 2023 the Company awarded 311 restricted share units under the Company's stock plan vesting in 1/3 increments over a 3-year period. 30 of the restricted share units were withheld to cover withholding taxes due upon vesting.

Remarks:

	Jennifer L. McDonough on behalf of Sarah Siddiqui	03/02/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transaction did Nordson (NDSN) executive Sarah Siddiqui report?

Sarah Siddiqui reported a tax-withholding disposition of 30 Nordson shares. The shares were withheld upon vesting of restricted share units to cover withholding taxes, rather than being sold in the open market, and are part of her equity compensation package.

Was the Nordson (NDSN) insider transaction an open-market sale?

No, the filing shows a Form 4 code F tax-withholding disposition, not an open-market sale. Thirty shares were withheld by the company to satisfy tax obligations when restricted share units vested, a common administrative step in equity compensation programs.

How many Nordson (NDSN) shares does Sarah Siddiqui hold after this Form 4?

After the reported transaction, Sarah Siddiqui holds 5,058 Nordson shares directly. This balance reflects the withholding of 30 shares to cover taxes upon vesting of restricted share units from a prior equity award granted under the company’s stock plan.

What equity award underlies the Nordson (NDSN) Form 4 filing for Sarah Siddiqui?

The Form 4 footnote states that on March 1, 2023, 311 restricted share units were awarded to Sarah Siddiqui. These units vest in one-third increments over a three-year period, and the recent tax withholding relates to a portion of that award’s vesting.

What does transaction code F mean in the Nordson (NDSN) Form 4?

Transaction code F indicates payment of exercise price or tax liability by delivering securities. In this case, 30 shares were withheld to cover withholding taxes when restricted share units vested, rather than representing a discretionary buy or sell decision by the executive.

How many Nordson (NDSN) shares were withheld for taxes in this insider transaction?

The Form 4 shows that 30 Nordson shares were withheld to satisfy withholding taxes. These shares came from the vesting of restricted share units granted on March 1, 2023, under the company’s stock plan, reducing the net shares delivered.