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Nordson Corp (NDSN) EVP logs PSU share award, tax withholding details

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Nordson Corporation executive Justin E. Hall, EVP, reported equity compensation activity in company stock. On January 5, 2026, he acquired 173 shares of NDSN at $245.89 per share, representing shares earned under performance share unit awards for the 2023–2025 performance period. On the same date, 63 shares were withheld at $245.89 per share to cover withholding taxes upon settlement of that PSU award.

After these transactions, Hall directly beneficially owned 2,231 NDSN shares, and indirectly held 320 shares through participation in the company savings plan, which is noted as exempt under Rule 16b-3(c). All reported transactions involve Nordson common stock and are characterized as routine equity award settlement and related tax withholding.

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Insider Hall Justin E
Role EVP
Type Security Shares Price Value
Grant/Award NDSN 173 $245.89 $43K
Tax Withholding NDSN 63 $245.89 $15K
holding NDSN -- -- --
Holdings After Transaction: NDSN — 2,294 shares (Direct); NDSN — 320 shares (Indirect, Company Savings Plan)
Footnotes (1)
  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. Shares withheld to cover withholding taxes due upon settlement of the PSU award for the performance period 2023-2025. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
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*
Hall Justin E
(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)
EVP
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 173(1) A $245.89 2,294 D
NDSN 01/05/2026 F 63(2) D $245.89 2,231 D
NDSN 320(3) I Company Savings Plan
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.
3. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
Remarks:
Jennifer L. McDonough on behalf of Justin E. Hall 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did NDSN executive Justin E. Hall report?

Executive Vice President Justin E. Hall reported receiving 173 shares of Nordson (NDSN) on January 5, 2026, earned under performance share unit awards for the 2023–2025 performance period.

Why were some NDSN shares withheld in this Form 4 filing?

The filing states that 63 shares of NDSN were withheld to cover withholding taxes due upon settlement of the performance share unit award for the 2023–2025 performance period.

How many NDSN shares does Justin E. Hall own after the reported transactions?

Following the reported transactions, Justin E. Hall directly beneficially owned 2,231 NDSN shares and indirectly held 320 shares through the company savings plan.

What is the role of Justin E. Hall at Nordson (NDSN)?

Justin E. Hall is reported as an Officer of Nordson Corporation with the title EVP (Executive Vice President) and is not listed as a director or 10% owner.

At what price were the NDSN share transactions reported in this Form 4?

Both the 173-share award and the 63-share tax withholding were reported at a price of $245.89 per NDSN share on January 5, 2026.

What does the indirect ownership in the Nordson company savings plan mean?

The filing notes that 320 NDSN shares are attributable to Justin E. Hall’s participation in the Company Savings Plan, reported as indirect ownership and exempt pursuant to Rule 16b-3(c).