Nordson (NASDAQ: NDSN) EVP receives PSU shares and tax withholdings

Rhea-AI Filing Summary

Nordson Corporation executive Jennifer L. McDonough, EVP, General Counsel and Secretary, reported equity compensation activity in company stock. On January 5, 2026, she acquired 922 shares of Nordson common stock at $245.89 per share, earned under performance share unit awards for the 2023–2025 period. On the same date, 391 shares were withheld at $245.89 per share to cover taxes due upon settlement of that award. After these transactions, she directly owned 6,606 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

OMB APPROVAL

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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^*

MCDONOUGH JENNIFER 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, GC, and Secretary

3. Date of Earliest Transaction (Month/Day/Year)
01/05/2026

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	01/05/2026		A		922(1)	A	$245.89	6,997	D
NDSN	01/05/2026		F		391(2)	D	$245.89	6,606	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. Represents the number of shares earned, based upon achievement of performance measures, under the Performance Share Unit ("PSU") Awards made by the Company for the performance period 2023-2025.

2. Shares withheld to cover withholding taxes due upon settlement of the PSU award for the performance period 2023-2025.

Remarks:

	Jennifer L. McDonough	01/07/2026
	** 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.
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FAQ

What insider transaction did Nordson (NDSN) report for Jennifer L. McDonough?

Nordson reported that EVP, General Counsel and Secretary Jennifer L. McDonough acquired 922 shares of Nordson common stock and had 391 shares withheld for taxes on January 5, 2026.

Why did Jennifer L. McDonough receive 922 Nordson (NDSN) shares?

The 922 shares represent stock earned based on achievement of performance measures under Performance Share Unit (PSU) awards granted for the 2023–2025 performance period.

What does the 391-share transaction mean in the Nordson (NDSN) Form 4?

The 391 shares were withheld to cover withholding taxes due when the PSU award for the 2023–2025 period was settled, at a price of $245.89 per share.

How many Nordson (NDSN) shares does Jennifer L. McDonough own after these transactions?

Following the reported transactions, Jennifer L. McDonough directly owned 6,606 shares of Nordson common stock.

What do the Form 4 transaction codes A and F mean for Nordson (NDSN)?

In this filing, code A identifies shares acquired from earned PSU awards, while code F identifies shares withheld by the company to pay related taxes.

Was this Nordson (NDSN) insider transaction part of a performance-based award?

Yes. The filing explains the 922 shares were earned based on performance measures under Nordson’s Performance Share Unit awards for 2023–2025.