Nordson Director Adds 117 Stock Units via Deferred Comp Plan

Rhea-AI Filing Summary

Nordson Corp (NDSN) – Form 4 filing dated 08/01/2025

Director Christopher L. Mapes reported one transaction on 07/31/2025. Through the company’s Directors’ Deferred Compensation Sub-Plan, he converted his quarterly cash retainer into 117 stock-equivalent units at an assigned price of $214.21 each (approx. $25 thousand in value). After the conversion, Mapes’ direct beneficial ownership rose to 1,930 units, which also includes 4 dividend-accrued stock-equivalent units and 3 dividend-accrued restricted share units.

No sales, options, or other derivative transactions were disclosed. The filing reflects routine compensation deferral rather than an open-market purchase, so the dollar amount and percentage change in ownership are immaterial relative to Nordson’s overall share count and market capitalization. Nonetheless, it signals that the director opted to take compensation in equity rather than cash, a modest indicator of alignment with shareholders.

Insights

Securities Analyst

TL;DR: Small insider acquisition via deferred comp; nominal value, neutral market impact.

The Form 4 shows Mapes adding 117 stock-equivalent units, lifting his direct stake to 1,930 units. At roughly $25k, the purchase is negligible against Nordson’s multibillion-dollar valuation, and because it stems from a pre-elected compensation deferral, it does not imply active bullish trading. Still, taking equity over cash modestly aligns incentives. There are no red flags—no dispositions, pledges, or complex derivatives. Overall impact on trading sentiment should be neutral; investors may view it as a routine administrative update rather than a signal of material corporate developments.

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^*

MAPES CHRISTOPHER L

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2025

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	07/31/2025		A		117(1)	A	$214.21	1,930(2)	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 Directors' Deferred Compensation Sub-Plan, the reporting person elected to defer his quarterly cash retainer payment into Stock Equivalent Units. At the time of distribution, stock equivalent units convert to common shares on a one-for-one basis.

2. The total holdings include 4 Stock Equivalent Unit accrued from dividend payments through participation in the Company's Directors' Deferred Compensation Sub-Plan and 3 Restricted Share Units accrued from dividend payments pursuant to the Company's Stock Incentive and Award Plan.

Remarks:

	Jennifer L. McDonough on behalf of Christopher L. Mapes	08/01/2025
	** 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.

FAQ

How many Nordson (NDSN) shares did Director Christopher Mapes acquire?

He acquired 117 stock-equivalent units on 07/31/2025.

Was the insider transaction a purchase or a sale?

It was an acquisition; no shares were sold.

What was the price associated with the stock-equivalent units?

The units were valued at $214.21 each under the deferred compensation plan.

What is Christopher Mapes’ total direct ownership after the transaction?

His direct beneficial ownership increased to 1,930 units.