Nordson Corp (NDSN) CFO reports 148-share tax-withholding disposition

Rhea-AI Filing Summary

Nordson Corp executive Daniel Roy Hopgood, EVP and CFO, reported a small share disposition related to tax withholding. On the reported date, 148 Nordson shares were withheld at $281.31 per share to cover taxes due when previously granted restricted share units vested. This was an automatic tax-withholding transaction under the company’s stock plan, not an open-market sale, and left Hopgood with 4,758 shares held directly.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Hopgood Daniel Roy

Role EVP, CFO

Type	Security	Shares	Price	Value
Tax Withholding	NDSN	148	$281.31	$42K

Holdings After Transaction: NDSN — 4,758 shares (Direct, null)

Footnotes (1)

1. [object Object]

Key Figures

Shares withheld for taxes: 148 shares Withholding price per share: $281.31 per share Shares held after transaction: 4,758 shares +2 more

5 metrics

Shares withheld for taxes 148 shares Tax-withholding disposition on reported transaction date

Withholding price per share $281.31 per share Value used for tax-withholding disposition

Shares held after transaction 4,758 shares Direct ownership following the Form 4 transaction

RSUs awarded 1,545 restricted share units Awarded on June 1, 2024 under stock plan

RSU vesting schedule 1/3 per year over 3 years Vesting terms for 1,545 RSUs granted June 1, 2024

Key Terms

restricted share units, withholding taxes, tax-withholding disposition, stock plan

4 terms

restricted share units financial

"the Company awarded 1,545 restricted share units under the Company's stock plan"

Restricted share units (RSUs) are a promise from a company to give an employee or service provider actual shares or cash equal to the shares after certain conditions are met, typically staying with the company for a set time or hitting performance targets. Think of them like a time-locked gift card that becomes usable only after you’ve earned it. For investors, RSUs matter because they align employee incentives with company performance and can increase the number of shares outstanding over time, diluting existing ownership and affecting earnings per share.

withholding taxes financial

"148 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.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

stock plan financial

"restricted share units under the Company's stock plan vesting in 1/3 increments"

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Form 4 Insider Transactions: What Each Field Means →

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^*

Hopgood Daniel Roy

(Last) (First) (Middle)

28601 CLEMENS ROAD

(Street)

WESTLAKE OHIO 44145

(City) (State) (Zip)

UNITED STATES

(Country)

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, CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	06/01/2026		F		148(1)	D	$281.31	4,758	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. On June 1, 2024, the Company awarded 1,545 restricted share units under the Company's stock plan vesting in 1/3 increments over a 3-year period. 148 of the restricted share units were withheld to cover withholding taxes due upon vesting.

Remarks:

	Jennifer L. McDonough on behalf of Daniel Roy Hopgood	06/02/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What insider transaction did Nordson (NDSN) report for Daniel Roy Hopgood?

Nordson reported that EVP and CFO Daniel Roy Hopgood had 148 shares withheld to cover taxes on vested restricted share units. This was an automatic tax-withholding disposition, not an open-market purchase or sale of Nordson common stock.

Was the Nordson (NDSN) Form 4 transaction an open-market sale?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were withheld by the company to satisfy withholding taxes due when restricted share units vested under Nordson’s stock plan.

How many Nordson (NDSN) shares were involved in the CFO’s tax-withholding event?

The filing shows 148 Nordson shares were withheld at $281.31 per share. These shares came from vested restricted share units and were delivered to cover tax obligations, rather than being sold on the open market.

What are the CFO’s Nordson (NDSN) holdings after this Form 4 transaction?

After the tax-withholding disposition, EVP and CFO Daniel Roy Hopgood directly holds 4,758 Nordson shares. This figure reflects his post-transaction ownership as reported in the Form 4’s non-derivative holdings section.

What restricted share unit grant is referenced in Nordson (NDSN) CFO’s Form 4 footnote?

The footnote states that on June 1, 2024, the company awarded 1,545 restricted share units vesting in one-third increments over three years. Of these units, 148 were withheld upon vesting to cover required withholding taxes.