Tax-withholding of 274 shares by Nordson (NDSN) CAO Rutledge

Rhea-AI Filing Summary

Nordson Corporation VP and CAO Joseph M. Rutledge reported a tax-withholding disposition of 274 NDSN shares at $297.78 per share on July 31, 2026. The shares were withheld to cover taxes due upon vesting of restricted share units, and Rutledge now holds 2,818 shares directly. A related footnote states that 2,875 restricted share units were awarded on August 1, 2025, vesting in one-third increments over three years.

Insider Trade Summary

Net Seller: 274 shares

Net Sell 1 txn

Insider Rutledge Joseph M

Role VP, CAO

Type	Security	Shares	Price	Value
Tax Withholding	NDSN F1	274	$297.78	$82K

Holdings After Transaction: NDSN — 2,818 shares (Direct)

Footnotes (1)

1. F1. On August 1, 2025, the Company awarded 2,875 restricted share units under the Company's stock plan vesting in 1/3 increments over a 3-year period. 274 of the restricted share units were withheld to cover withholding taxes due upon vesting.

Key Figures

Shares withheld for taxes: 274 shares Price per share: $297.78 per share Shares held after transaction: 2,818 shares +1 more

4 metrics

Shares withheld for taxes 274 shares Non-derivative tax-withholding disposition on July 31, 2026

Price per share $297.78 per share Value used for the tax-withholding disposition

Shares held after transaction 2,818 shares Direct holdings following the July 31, 2026 disposition

Restricted share units awarded 2,875 units Awarded August 1, 2025, vesting in 1/3 increments over 3 years

Key Terms

restricted share units, withholding taxes, stock plan

3 terms

restricted share units financial

"awarded 2,875 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

"274 of the restricted share units were withheld to cover withholding taxes due"

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.

stock plan financial

"awarded 2,875 restricted share units under the Company's stock plan"

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

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google Not now

Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/03/2026 - 09:08 AM Accepted by SEC EDGAR 08/03/2026 - 09:07 AM Learn about SEC filing dates

FAQ

What insider transaction did NDSN executive Joseph M. Rutledge report?

Joseph M. Rutledge, Nordson’s VP and CAO, reported a tax-withholding disposition of 274 NDSN shares on July 31, 2026. The shares were withheld to satisfy tax obligations arising from the vesting of previously granted restricted share units.

How many Nordson (NDSN) shares were withheld for taxes and at what price?

The transaction shows 274 NDSN shares withheld at a value of $297.78 per share. This non-derivative disposition is characterized as payment of tax liability by delivering or withholding securities rather than as an open-market purchase or sale.

How many NDSN shares does Joseph M. Rutledge hold after this transaction?

After the tax-withholding disposition, Joseph M. Rutledge is reported as holding 2,818 NDSN shares directly. This figure reflects his direct ownership following the July 31, 2026 transaction and does not address any other potential indirect or derivative interests.

What is the origin of the NDSN shares used for Rutledge’s tax withholding?

A footnote explains that on August 1, 2025, Nordson awarded 2,875 restricted share units to Rutledge under its stock plan. Of these units, 274 were withheld to cover withholding taxes due upon vesting of the award over its three-year vesting schedule.

How do the restricted share units for NDSN vest for Joseph M. Rutledge?

According to the footnote, the 2,875 restricted share units granted on August 1, 2025 vest in one-third increments over a three-year period. Shares associated with this vesting can be withheld to satisfy applicable tax obligations as they become due.

Was Joseph M. Rutledge’s NDSN tax-withholding transaction labeled as a sale?

No. The transaction is coded F and described as a payment of tax liability by delivering or withholding securities. It is characterized as a tax-withholding disposition rather than a standard open-market sale or discretionary purchase of Nordson shares.

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^*

Rutledge Joseph M

(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)
	VP, CAO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/31/2026

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	07/31/2026		F		274(1)	D	$297.78	2,818	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 vesting in 1/3 increments over a 3-year period. 274 of the restricted share units were withheld to cover withholding taxes due upon vesting.

Remarks:

	Jennifer L. McDonough on behalf of Joseph M. Rutledge	08/03/2026
	** 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)