Nordson insider tax-withholding transaction leaves stake at 7,946 shares

Rhea-AI Filing Summary

Nordson Corp (NDSN) – Form 4 filing dated 08/04/2025

Executive Vice President Srinivas Subramanian reported a single insider transaction on 08/01/2025. Transaction code “F” indicates the automatic surrender of shares to satisfy withholding taxes triggered by the vesting of previously granted restricted share units (RSUs). 10 common shares were disposed at an average price of $209.25 per share. Following the tax-related disposition, Subramanian holds 6,379 shares directly and 1,567 shares indirectly through Nordson’s Company Savings Plan.

The footnote clarifies that the 10 shares came from the vesting of an August 1 2022 award of 95 RSUs that vest in one-third annual installments. No open-market purchase or sale occurred, and no derivative positions were reported.

Given the marginal share count involved and the tax-withholding nature of the transaction, the filing carries minimal financial impact for Nordson shareholders.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; no investment signal.

The Form 4 shows only 10 shares surrendered by EVP Subramanian to cover taxes on RSU vesting, leaving a sizeable residual stake (≈7.9 k shares combined). Code F transactions are non-discretionary and therefore offer little insight into insider sentiment. The absence of market purchases or sales and the unchanged derivative table suggest no directional view. From a governance angle, continued direct ownership aligns interests with shareholders. Overall, the event is administratively routine and immaterial to valuation.

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^*

Subramanian Srinivas

(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)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		F		10(1)	D	$209.25	6,379	D
NDSN								1,567(2)	I	Company Savings Plan

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 August 1, 2022, the Company awarded ninety-five (95) restricted share units under the Company's stock plan vesting in one-third (1/3) increments over a three (3) year period. Ten (10) of the restricted share units were withheld to cover withholding taxes due upon vesting.

2. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

Remarks:

	Jennifer L. McDonough on behalf of Srinivas Subramanian	08/04/2025
	** 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 EVP Srinivas Subramanian dispose of?

The Form 4 reports a disposition of 10 common shares, solely to cover RSU tax withholding.

What was the transaction price listed in the Form 4?

Shares were valued at $209.25 each for withholding purposes.

How many NDSN shares does the insider now own?

After the transaction, Subramanian holds 6,379 shares directly and 1,567 indirectly via the Company Savings Plan.

Was this an open-market sale or a tax-withholding transaction?

The filing uses code “F”, indicating shares were withheld to pay taxes on RSU vesting, not sold on the market.

Does the Form 4 indicate any new derivative positions?

No; Table II lists no derivative securities acquired or disposed of.