Nordson EVP Kelley has 1,481 shares withheld for taxes

The 1,481 shares were withheld to cover taxes when the restricted share unit award vested in full on October 31, 2026.

Available on EDGAR 11/03/2026 - 09:28 AM EST Accepted by SEC EDGAR 11/03/2026 - 09:27 AM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Nordson Corp. (NDSN) Executive Vice President Joseph P. Kelley had 1,481 shares withheld to cover withholding taxes upon vesting on October 31, 2026. The transaction lists a per-share price of $322.67. The withheld shares came from a 3,396 restricted share unit award made on October 31, 2023, which vested in full on October 31, 2026; Kelley directly held 5,787 shares afterward.

Insider Trade Summary

Tax Withholding: 1,481 shares

Tax Withholding 1 txn

Insider Kelley Joseph P

Role Executive Vice President

Type	Security	Shares	Price	Value
Tax Withholding	NDSN F1	1,481	$322.67	$478K

Holdings After Transaction: NDSN — 5,787 shares (Direct)

Footnotes (1)

1. F1. On October 31, 2023 the Company awarded 3,396 restricted share units under the Company's stock plan vesting in full on October 31, 2026. 1,481 of the restricted share units were withheld to cover withholding taxes due upon vesting.

Key Figures

Shares withheld: 1,481 shares Reported per-share price: $322.67 per share Direct shares following transaction: 5,787 shares +1 more

4 metrics

Shares withheld 1,481 shares Withheld for withholding taxes upon vesting on October 31, 2026

Reported per-share price $322.67 per share Transaction dated October 31, 2026

Direct shares following transaction 5,787 shares Kelley's reported direct holdings after the October 31, 2026 transaction

Restricted share units awarded 3,396 restricted share units Awarded October 31, 2023, and vesting in full on October 31, 2026

Key Terms

restricted share units, vesting, withholding taxes

3 terms

restricted share units technical

"awarded 3,396 restricted share units"

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.

vesting financial

"withheld to cover withholding taxes due upon vesting"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

withholding taxes financial

"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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How many NDSN shares were withheld for taxes?

Joseph P. Kelley, Nordson Corp.'s Executive Vice President, had 1,481 shares withheld for taxes upon vesting on October 31, 2026; the transaction lists a per-share price of $322.67, and his direct holdings afterward were 5,787 shares.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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 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)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2026

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	10/31/2026		F		1,481(1)	D	$322.67	5,787	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 October 31, 2023 the Company awarded 3,396 restricted share units under the Company's stock plan vesting in full on October 31, 2026. 1,481 of the restricted share units were withheld to cover withholding taxes due upon vesting.

Remarks:

	Jennifer L. McDonough on behalf of Joseph P. Kelley	11/03/2026
	** 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)