Nordson (NDSN) EVP DeVries reports tax-withheld RSUs and 1,247-share gift
Rhea-AI Filing Summary
Nordson Corp Executive Vice President James E. DeVries reported routine equity-related dispositions tied to retirement and prior gifts of company stock. On April 16, 2026, restricted share units granted in 2023 and 2024 fully vested upon his retirement, and a total of 198 NDSN shares (127 and 71 shares) were withheld at $275.28 per share to cover withholding taxes.
The filing also reports a previously unreported bona fide gift of 1,247 NDSN shares made earlier, which is being disclosed as part of his final Section 16 filing following retirement. DeVries continues to hold direct NDSN shares and multiple stock option awards with exercise prices between $107.65 and $267.51, with expiration dates extending through 2034.
Positive
- None.
Negative
- None.
Insider Trade Summary
Net Seller: 1,445 shares
Net Sell
13 txns
Insider
DeVries James E
Role
Executive Vice President
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | NDSN | 71 | $275.28 | $20K |
| Exercise Price or Tax Liability | NDSN | 127 | $275.28 | $35K |
| Gift | NDSN | 1,247 | $0.00 | $0.00 |
| holding | NDSN | -- | -- | -- |
| holding | NDSN | -- | -- | -- |
| holding | NDSN | -- | -- | -- |
| holding | NDSN | -- | -- | -- |
| holding | NDSN | -- | -- | -- |
| holding | NDSN | -- | -- | -- |
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Holdings After Transaction:
NDSN — 94,848 shares (Direct);
NDSN — 809 shares (Indirect, Company Savings Plan)
Footnotes (7)
- F1. The reporting person inadvertently failed to report this bona fide gift within the time period required under Section 16(a) of the Securities Exchange Act of 1934. The gift is being reported in this Form 4 as part of the reporting person's final Section 16 filing following retirement.
- F2. On December 1, 2023, the Company granted 716 restricted share units vesting in equal one-third installments over three years. Upon the reporting person's retirement, all unvested restricted share units accelerated and vested on April 16, 2026. 71 of the restricted share units were withheld to cover withholding taxes due upon vesting.
- F3. On December 20, 2024, the Company granted 641 restricted share units vesting in equal one-third installments over three years. Upon the reporting person's retirement, all unvested restricted share units accelerated and vested on April 16, 2026. 127 of the restricted share units were withheld to cover withholding taxes due upon vesting.
- F4. The change in holdings reflects an internal, non-cash reallocation within the reporting person's exempt company savings plan from a lower-priced fund to a higher-priced fund; no securities were sold.
- F5. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
- F6. Expiration date of stock options did not change upon retirement of the reporting person from the Company.
- F7. Represents the number of derivative securities beneficially owned by reporting person following his retirement from the Company.
Key Figures
Tax-withheld shares (2023 RSUs): 71 shares at $275.28
Tax-withheld shares (2024 RSUs): 127 shares at $275.28
Total tax-withholding shares: 198 shares
+5 more
8 metrics
Tax-withheld shares (2023 RSUs)
71 shares at $275.28
Restricted share units granted December 1, 2023; vested April 16, 2026
Tax-withheld shares (2024 RSUs)
127 shares at $275.28
Restricted share units granted December 20, 2024; vested April 16, 2026
Total tax-withholding shares
198 shares
Withheld to cover withholding taxes on RSU vesting
Bona fide gift shares
1,247 shares
Previously unreported gift now disclosed in final Section 16 filing
Lowest stock option exercise price
$107.65 per share
Option on NDSN shares expiring November 21, 2026
Highest stock option exercise price
$267.51 per share
Option on NDSN shares expiring November 22, 2031
Latest option expiration date
December 20, 2034
Stock option with $209.73 exercise price on NDSN shares
Company Savings Plan shares
809 shares
Indirect holdings attributable to participation in Company Savings Plan
Key Terms
bona fide gift, restricted share units, withholding taxes, Company Savings Plan, +2 more
6 terms
bona fide gift financial
"The reporting person inadvertently failed to report this bona fide gift within the time period"
A bona fide gift is a genuine, voluntary transfer of money, property, or benefits from one party to another made without expectation of repayment, services, or hidden conditions. Investors care because such gifts can affect company disclosures, related‑party transaction rules, tax treatment, and perceived conflicts of interest; think of it like someone giving you a present with no strings attached — but on a corporate scale, auditors and regulators need to verify it really is unconditional.
withholding taxes financial
"71 of the restricted share units were withheld to cover withholding taxes due upon vesting"
Withholding taxes are amounts a payer or government takes out of payments — such as wages, interest, or dividends — before the recipient gets the money, functioning like a cashier keeping part of a bill to pay taxes on your behalf. For investors this matters because it reduces the cash they actually receive, affects net returns and yield calculations, and may require additional paperwork or treaty claims to recover or offset the withheld amount against final tax bills.
Company Savings Plan financial
"The change in holdings reflects an internal, non-cash reallocation within the reporting person's exempt company savings plan"
derivative securities financial
"Represents the number of derivative securities beneficially owned by reporting person following his retirement"
Financial contracts whose value is tied to the price or performance of another asset, such as a stock, bond, commodity, index, or currency; examples include options, futures and swaps. They matter to investors because they let you protect against price swings, bet on future moves or gain larger exposure with less upfront cash—like using a lever or insurance policy on an investment—so they can amplify gains and losses and help manage portfolio risk.
Rule 16b-3(c) regulatory
"attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c)"
An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transactions did NDSN executive James E. DeVries report in this Form 4?
James E. DeVries reported routine equity-related dispositions, including tax-withholding of 198 NDSN shares upon restricted share unit vesting at $275.28 per share and a previously unreported bona fide gift of 1,247 shares, linked to his retirement and final Section 16 filing.
Were the NDSN Form 4 transactions open-market sales by James E. DeVries?
No, the reported Form 4 transactions were not open-market sales. They consist of shares withheld to pay withholding taxes on vesting restricted share units and a bona fide gift of 1,247 NDSN shares, which involved no sale of securities in the market.
What does the bona fide gift reported by James E. DeVries involve for NDSN stock?
The filing reports a bona fide gift of 1,247 NDSN shares, made previously but inadvertently not reported on time. This gift, with a reported price per share of $0.00, is being disclosed now as part of DeVries’s final Section 16 filing after retirement.
What derivative NDSN positions does James E. DeVries retain after these transactions?
DeVries retains multiple stock option awards over NDSN shares, with exercise prices ranging from $107.65 to $267.51 and expiration dates from 2026 through 2034. These derivative securities represent options to acquire underlying NDSN shares in the future.