PSU award boosts Nordson (NDSN) EVP Kelley stake disclosure

Rhea-AI Filing Summary

Nordson Corporation Executive Vice President Joseph P. Kelley reported equity award activity in company stock. On January 5, 2026, he acquired 1,960 NORDSON CORP (NDSN) shares at $245.89 per share, earned based on performance goals under a Performance Share Unit (PSU) award for the 2023–2025 period. On the same date, 561 shares at $245.89 per share were withheld to cover taxes due upon settlement of that PSU award. After these transactions, Kelley directly owned 9,578 NDSN 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

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^*

Kelley Joseph P

(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)
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		1,960(1)	A	$245.89	10,139	D
NDSN	01/05/2026		F		561(2)	D	$245.89	9,578	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 on behalf of Joseph P. Kelley	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.
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 for Joseph P. Kelley?

The filing shows that Executive Vice President Joseph P. Kelley acquired 1,960 NDSN shares on January 5, 2026 from a Performance Share Unit award and had 561 shares withheld to cover taxes.

How many Nordson (NDSN) shares does Joseph P. Kelley own after this Form 4?

Following the reported transactions, Joseph P. Kelley directly owns 9,578 NDSN shares.

What is the source of the 1,960 Nordson (NDSN) shares reported as acquired?

The 1,960 shares represent stock earned under Performance Share Unit (PSU) Awards based on performance for the 2023–2025 period.

Why were 561 Nordson (NDSN) shares reported as disposed of in this Form 4?

The 561 shares were withheld to cover withholding taxes due upon settlement of the PSU award for the 2023–2025 performance period.

What were the reported prices for Joseph P. Kelley’s Nordson (NDSN) share transactions?

Both the acquisition of 1,960 shares and the withholding of 561 shares were reported at a price of $245.89 per share.

Is Joseph P. Kelley a director or officer of Nordson (NDSN)?

Yes. The filing identifies Joseph P. Kelley as an officer of Nordson with the title Executive Vice President.