Nordson Form 4: Exec Receives 2,875 RSUs, Three-Year Vesting

Rhea-AI Filing Summary

On 1 Aug 2025, Nordson Corp. (NDSN) filed a Form 4 disclosing that Vice President & Chief Accounting Officer Joseph M. Rutledge was granted 2,875 restricted share units (RSUs) under the company’s stock plan. The award was recorded at an indicative price of $209.25 per share. The RSUs vest in three equal annual installments beginning 1 Aug 2026, subject to continued employment, and carry no derivative feature. After the grant, Rutledge’s direct beneficial ownership stands at 2,875 NDSN shares/units; no other share movements or derivative positions were reported.

The transaction is classified as Code “A” (acquired) and represents routine executive compensation rather than an open-market purchase or sale. It neither changes the company’s outstanding share count nor conveys new financial or operational information. Accordingly, investor impact is viewed as neutral; the filing simply records management equity alignment.

Insights

Financial Analyst

TL;DR: Routine RSU grant; negligible market impact.

The filing shows a standard equity incentive: 2,875 RSUs to VP/CAO Joseph Rutledge at $209.25 reference price, vesting over three years. Because it is an award, not an open-market buy or sell, there is no direct signal about management’s valuation view and no cash flow implication. Dilution is immaterial relative to Nordson’s ~57 million shares outstanding. No derivatives, sales, or performance conditions were noted. Overall, the event is administratively required disclosure with neutral investment significance.

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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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^*

Rutledge Joseph M

(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)
	VP, CAO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2025

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	08/01/2025		A		2,875(1)	A	$209.25	2,875	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 August 1, 2025 the Company awarded 2,875 restricted share units under the Company's stock plan. The units vest in three equal annual installments beginning on August 1, 2026, unless, with certain exceptions, the reporting person ceases to be an employee prior to the vesting date.

Remarks:

	Jennifer L. McDonough on behalf of Joseph M. Rutledge	08/04/2025
	** 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 transaction did NDSN report on Form 4?

Nordson granted 2,875 restricted share units to VP & CAO Joseph M. Rutledge on 1 Aug 2025.

At what price were the Nordson RSUs recorded?

The RSUs were valued for reporting at $209.25 per share.

When do the granted RSUs to Joseph Rutledge vest?

They vest in three equal annual installments starting 1 Aug 2026.

How many NDSN shares does Rutledge own after the transaction?

Following the award, he beneficially owns 2,875 shares/units directly.

Does the filing indicate any open-market buying or selling by the insider?

No. The disclosure reflects a compensation grant, not a purchase or sale.