Nordson insider purchase: Director adds 117 shares via retainer deferral

Rhea-AI Filing Summary

On 31 Jul 2025, Nordson Corp (NDSN) director Annette K. Clayton acquired 117 Stock Equivalent Units at an implied $214.21 per unit, pursuant to the company’s Directors’ Deferred Compensation Sub-Plan (Form 4, code “A”). The units represent a deferral of her quarterly cash retainer; they will convert 1-for-1 into common shares upon distribution.

Following the transaction, Clayton’s direct holdings increased to 1,701 shares, which include 3 dividend-accrued Stock Equivalent Units and 3 dividend-accrued Restricted Share Units. No derivative positions were reported, and no Rule 10b5-1 trading plan was indicated. The filing was signed on 1 Aug 2025 by attorney-in-fact Jennifer L. McDonough.

Positive

• Director increased personal equity exposure, a generally favorable governance signal.

Negative

• None.

Insights

Senior Equity Analyst

TL;DR—Small insider buy; signals confidence but immaterial to valuation.

The 117-share purchase (~$25k) marginally raises the director’s stake to 1,701 shares. While insider acquisitions are directionally positive, the size is negligible relative to Nordson’s ~$13 bn market cap and daily trading volume. The purchase was a compensation deferral, not an open-market buy, so it carries limited incremental information about management’s view on valuation. Overall impact on equity outlook: neutral.

Corporate Governance Specialist

TL;DR—Routine compensation deferral; governance compliant.

The use of the Directors’ Deferred Compensation Sub-Plan indicates alignment with shareholder interests by tying board compensation to equity. Absence of a 10b5-1 plan suggests discretionary timing, but size is too small to raise governance concerns. No red flags detected.

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^*

CLAYTON ANNETTE K

(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	1,701(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 her 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 3 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 Annette K. Clayton	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

What did NDSN director Annette K. Clayton purchase on 31 July 2025?

She acquired 117 Stock Equivalent Units of Nordson Corp common stock.

At what price were the shares acquired?

The implied acquisition price was $214.21 per unit.

How many NDSN shares does Clayton now own after the transaction?

Her direct holdings total 1,701 shares following the reported acquisition.

Why did the director receive shares instead of cash?

Clayton elected to defer her quarterly cash retainer into stock units under the Directors’ Deferred Compensation Sub-Plan.

Were any derivative securities involved in this Form 4?

No. The filing reports only non-derivative stock equivalent units.

Was the transaction executed under a Rule 10b5-1 trading plan?

The Form 4 does not indicate that a Rule 10b5-1 plan was used.