Nordson (NDSN) CEO settles 2023-2025 PSU award and updates share holdings

Rhea-AI Filing Summary

Nordson Corporation's President and CEO Sundaram Nagarajan reported equity compensation activity tied to performance share units for the 2023-2025 period. On January 5, 2026, he acquired 576 NDSN shares based on achieved performance under the company’s Performance Share Unit awards, while 451 shares were withheld to cover taxes upon settlement of the non-deferred portion. After these movements, he directly held 64,697 NDSN shares and indirectly held 8,000 shares through the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023. He also elected to defer 90% of the PSU award into 5,187 Share Equivalent Units credited to his deferred compensation account, which track but are not actual shares.

Insights

Equity compensation and governance analyst

Routine CEO equity award settlement with tax withholding and deferral.

The filing shows Sundaram Nagarajan, President and CEO of Nordson Corporation, settling a performance-based equity award for the 2023-2025 period. He received 576 NDSN shares upon achievement of performance measures under Performance Share Unit awards, while 451 shares were withheld to satisfy tax obligations tied to the non-deferred portion of the award.

The footnotes explain that he elected to defer 90% of the PSU award into 5,187 Share Equivalent Units in a deferred compensation account, so only the non-deferred portion resulted in immediate share delivery and tax withholding. Following these transactions he directly held 64,697 shares and indirectly held 8,000 shares via an irrevocable insurance trust, indicating a mix of direct and estate-planning-related holdings.

From an investor perspective, this appears as standard executive compensation settlement and tax withholding rather than a discretionary open-market trade. The economic impact stems from long-term incentive structures and prior performance, with no additional pricing or timing signals beyond the recorded $245.89 per-share value used for these entries.

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^*

NAGARAJAN SUNDARAM

(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
X	Officer (give title below)		Other (specify below)
	President and CEO

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		576(1)	A	$245.89	65,148(2)	D
NDSN	01/05/2026		F		451(3)	D	$245.89	64,697	D
NDSN								8,000	I	Held in the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023

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 portion of shares earned and not deferred, based upon achievement of performance measures, under the Performance Share Unit ("PSU") Awards made by the Company for the performance period 2023-2025.

2. Pursuant to the Company's stock plan, the Reporting Person elected to defer 90% of the PSU award for the period 2023-2025, resulting in the addition of 5187 Share Equivalent Units ("SEU) to his deferred compensation account. The balance reported herein reflects the addition of those SEUs.

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

Remarks:

	Jennifer L. McDonough on behalf of Sundaram Nagarajan	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 activity did Nordson (NDSN) report for Sundaram Nagarajan?

The CEO acquired 576 NDSN shares on January 5, 2026 upon settlement of a performance share unit award, and had 451 shares withheld to cover taxes, resulting in a post-transaction direct holding of 64,697 shares.

Was the Nordson (NDSN) CEO transaction an open-market buy or part of compensation?

The activity reflects equity compensation settlement under Performance Share Unit awards for the 2023-2025 period, with shares delivered and some withheld for taxes, rather than an open-market purchase or sale.

How many Nordson (NDSN) shares does Sundaram Nagarajan own after this Form 4?

After the reported transactions, Sundaram Nagarajan directly owned 64,697 NDSN shares and indirectly owned 8,000 shares held in the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023.

What does the deferral of 90% of the PSU award mean for NDSN’s CEO?

Under the company’s stock plan, the CEO elected to defer 90% of his 2023-2025 Performance Share Unit award into 5,187 Share Equivalent Units credited to his deferred compensation account, which track the value of NDSN stock without issuing actual shares now.

Why were 451 Nordson (NDSN) shares withheld in this Form 4 filing?

The 451 withheld shares were used to cover withholding taxes due upon settlement of the non-deferred portion of the Performance Share Unit award for the 2023-2025 performance period.

How is the Nordson (NDSN) CEO’s indirect ownership structured?

The filing shows 8,000 NDSN shares held indirectly through the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023, reflecting ownership via a trust arrangement.