[Form 4] NORDSON CORP Insider Trading Activity

Rhea-AI Filing Summary

Nordson Corp (NDSN) reported a director equity update. Director Annette K. Clayton acquired 108 stock equivalent units on 10/31/2025 at $231.95, reflecting a deferral of her quarterly cash retainer into stock equivalent units that convert to common shares one-for-one at distribution.

She also received 822 Restricted Share Units on 11/01/2025 as an annual grant to non‑employee directors at a reference price of $231.95. These RSUs vest in full on 10/31/2026. Following the reported transactions, beneficial ownership stood at 2,638 shares. The total includes 7 stock equivalent units and/or restricted share units accrued from dividend payments under the company’s stock plan.

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^*

CLAYTON ANNETTE K

(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)

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

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	10/31/2025		A		108(1)	A	$231.95	1,816(2)	D
NDSN	11/01/2025		A		822(3)	A	$231.95	2,638	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. Pursuant to the terms of the Company's Directors' Deferred Compensation Sub-Plan, the reporting person elected to defer her quarterly cash retainer payment into Stock Equivalent Units. At the time of distribution, stock equivalent units convert to common shares on a one-for-one basis.

2. The total holdings include 7 Stock Equivalent Units and/or Restricted Share Units accrued from dividend payments pursuant to the Company's Stock Incentive and Award Plan.

3. On November 1, 2025, the Company awarded 822 Restricted Share Units an as annual grant to non-employee directors. The units vest in their entirety on October 31, 2026.

Remarks:

	Jennifer L. McDonough on behalf of Annette K. Clayton	11/03/2025
	** 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 did Nordson (NDSN) disclose in this filing?

A director reported acquisitions of equity-linked awards: 108 stock equivalent units on 10/31/2025 and 822 RSUs on 11/01/2025.

How many securities did the director hold after the transactions?

Beneficial ownership was 2,638 shares following the reported transactions.

What prices were reported for the acquisitions?

Both transactions referenced a price of $231.95 per unit.

When do the newly granted RSUs vest for NDSN’s director?

The 822 RSUs vest in their entirety on 10/31/2026.

What are stock equivalent units mentioned in the filing?

They are units that convert to common shares on a one‑for‑one basis at distribution, per the Directors’ Deferred Compensation Sub‑Plan.

Does the total include dividend-related accruals?

Yes. The holdings include 7 stock equivalent units and/or RSUs accrued from dividend payments.