NDSN insider: 822 RSUs granted; 265-share sale under 10b5-1

Rhea-AI Filing Summary

Nordson (NDSN) director Milton M. Morris reported two transactions. On Nov 1, 2025, he received 822 Restricted Share Units as an annual grant that vests Oct 31, 2026 (table shows price $231.95). After this grant, his holdings were 3,166 shares/units, which include 23 units accrued from dividends. On Nov 3, 2025, he sold 265 shares at $231 per share pursuant to a Rule 10b5-1 trading plan adopted on Apr 3, 2025. Following the sale, he directly owned 2,901 shares.

Insider Trade Summary

Net Seller: 265 shares ($61,215)

Net Sell 2 txns

Insider Morris Milton Mayo

Role Director

Sold 265 shs ($61K)

Type	Security	Shares	Price	Value
Sale	NDSN	265	$231.00	$61K
Grant/Award	NDSN	822	$231.95	$191K

Holdings After Transaction: NDSN — 2,901 shares (Direct)

Footnotes (1)

1. On November 1, 2025, the Company awarded 822 Restricted Share Units an as annual grant to non-employee directors. The units vest in their entirety on October 31, 2026. The total holdings include 23 Stock Equivalent Units and/or Restricted Share Units accrued from dividend payments pursuant to the Company's Stock Incentive and Award Plan. The sale reported on this Form 4 was effective pursuant to a Rule 10b5-1 Trading Plan adopted by the participant on April 3, 2025.

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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

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

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^*

Morris Milton Mayo

(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)
11/01/2025

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	11/01/2025		A		822(1)	A	$231.95	3,166(2)	D
NDSN	11/03/2025		S		265(3)	D	$231	2,901	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 November 1, 2025, the Company awarded 822 Restricted Share Units an as annual grant to non-employee directors. The units vest in their entirety on October 31, 2026.

2. The total holdings include 23 Stock Equivalent Units and/or Restricted Share Units accrued from dividend payments pursuant to the Company's Stock Incentive and Award Plan.

3. The sale reported on this Form 4 was effective pursuant to a Rule 10b5-1 Trading Plan adopted by the participant on April 3, 2025.

Remarks:

	Jennifer L. McDonough on behalf of Milton M. Morris	11/03/2025
	** 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 insider activity did Nordson (NDSN) report?

Director Milton M. Morris received 822 RSUs on Nov 1, 2025 and sold 265 shares at $231 on Nov 3, 2025.

When do the 822 RSUs granted to the NDSN director vest?

The RSUs vest in their entirety on Oct 31, 2026.

How many NDSN shares did the director own after the sale?

He directly owned 2,901 shares following the reported sale.

What was the price associated with the RSU grant and the sale?

The table lists $231.95 with the RSU grant and a sale price of $231 per share.

Was the NDSN share sale under a 10b5-1 plan?

Yes. The sale was effective under a Rule 10b5-1 plan adopted on Apr 3, 2025.

Do the director’s reported holdings include dividend-accrued units?

Yes. Total holdings included 23 Stock Equivalent and/or Restricted Share Units accrued from dividends.