Nordson EVP exercises options, sells 3,100 shares

Nordson Corp Executive Vice President Srinivas Subramanian reported an exercise-and-sale transaction in company stock.

Rhea-AI Filing Summary

Nordson Corp Executive Vice President Srinivas Subramanian reported an exercise-and-sale transaction in company stock. He exercised stock options for 1,900 NDSN shares at $107.65 per share through a broker-assisted cashless exercise, with shares sold to pay the exercise price, withholding taxes, and related fees.

On the same date, he completed open-market sales totaling 3,100 shares at $280.00 per share, executed under a pre-arranged Rule 10b5-1 trading plan adopted on January 13, 2026. Separately, 1,615 shares are attributable to his participation in the company savings plan.

Insider Trade Summary 10b5-1

Exercise and sale activity reported; no spread calculated

Exercise and Sale 5 txns

Insider Subramanian Srinivas

Role Executive Vice President

Sold 3,100 shs ($868K)

Approx. gross sale proceeds $868K

Approx. exercise cost $205K

Type	Security	Shares	Price	Value
Exercise	NDSN	1,900	$280.00	$532K
Exercise	NDSN	1,900	$107.65	$205K
Sale	NDSN	1,900	$280.00	$532K
Sale	NDSN	1,200	$280.00	$336K
holding	NDSN	--	--	--

Holdings After Transaction: NDSN — 0 contracts (Direct); NDSN — 6,407 shares (Direct); NDSN — 1,615 shares (Indirect, Company Savings Plan)

Footnotes (3)

1. F1. Exercise of reporting person's stock options that would otherwise expire 11/21/26 of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.
2. F2. Sold pursuant to a 10b5-1 plan adopted on January 13, 2026.
3. F3. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

Key Figures

Shares sold: 3,100 shares at $280.00 Options exercised: 1,900 shares at $107.65 Option term: Exercise 11/21/2017, expiration 11/21/2026 +2 more

5 metrics

Shares sold 3,100 shares at $280.00 Open-market sales on April 17, 2026

Options exercised 1,900 shares at $107.65 Stock option exercise on April 17, 2026

Option term Exercise 11/21/2017, expiration 11/21/2026 Underlying option grant for 1,900 shares

Indirect holdings 1,615 shares Attributable to Company Savings Plan participation

Net buy/sell shares -3,100 shares Net share change from reported buy/sell activity

Key Terms

broker-assisted cashless exercise and sale, Rule 10b5-1 plan, Company Savings Plan, Rule 16b-3(c), +1 more

5 terms

broker-assisted cashless exercise and sale financial

"pursuant to a broker-assisted cashless exercise and sale."

Rule 10b5-1 plan regulatory

"Sold pursuant to a 10b5-1 plan adopted on January 13, 2026."

A Rule 10b5-1 plan is a prearranged, written schedule that lets corporate insiders buy or sell company stock at set times or amounts, even if they later learn material nonpublic information. Think of it like setting an automatic thermostat for trades: it creates a clear record that trades were planned in advance, reducing the risk of insider-trading accusations and helping investors trust that insider transactions are routine rather than based on secret information.

Company Savings Plan financial

"shares attributable to the reporting person's participation in the Company Savings Plan"

Rule 16b-3(c) regulatory

"exempt pursuant to Rule 16b-3(c)."

An SEC rule that lets corporate insiders avoid automatic "short‑swing" profit recovery when they buy or sell their company’s stock under a pre‑approved, written plan that meets specific conditions. For investors, it matters because it clarifies when insider trades are treated as routine, reducing legal uncertainty and helping distinguish trades made for ordinary compensation or pre‑planned reasons from those that might signal opportunistic or timely insider advantage.

open-market sale financial

"Sale in open market or private transaction"

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

FAQ

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

What insider transactions did NORDSON CORP (NDSN) report for Srinivas Subramanian?

Nordson’s Executive Vice President Srinivas Subramanian exercised stock options for 1,900 NDSN shares at $107.65 and sold 3,100 shares at $280.00 per share. The activity combined a cashless option exercise with open-market sales executed on the same date.

Was the NDSN insider stock sale by Srinivas Subramanian pre-planned?

Yes. The filing states the shares were sold pursuant to a Rule 10b5-1 trading plan adopted on January 13, 2026. Such plans schedule trades in advance, making the timing more routine and less discretionary from a market-signal standpoint.

How many NORDSON CORP (NDSN) shares did the executive sell and at what price?

Srinivas Subramanian reported open-market sales totaling 3,100 NDSN shares on the transaction date. The reported sale price was $280.00 per share, reflecting two separate sale transactions disclosed in the Form 4 filing.

What were the terms of the stock options exercised by the NDSN executive?

He exercised options covering 1,900 NDSN shares at an exercise price of $107.65 per share. The options were originally granted with an exercise date of November 21, 2017 and an expiration date of November 21, 2026, according to the disclosure.

How were taxes and fees handled in the NDSN executive’s option exercise?

The filing explains the options were exercised via a broker-assisted cashless exercise and sale. Shares were sold to pay the option exercise price, cover withholding taxes, and pay broker fees and commissions as part of the same structured transaction.

What indirect NORDSON CORP (NDSN) holdings does the executive have?

The Form 4 notes 1,615 NDSN shares are attributable to Srinivas Subramanian’s participation in the Company Savings Plan. This position is treated as an indirect holding and is described as exempt under Rule 16b-3(c) of the Securities Exchange Act.

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

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Accepted by SEC EDGAR 04/20/2026 - 11:39 AM Learn about SEC filing dates

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).

X

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^*

Subramanian Srinivas

(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)
04/17/2026

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	04/17/2026		M		1,900(1)	A	$107.65	9,507	D
NDSN	04/17/2026		S		1,900(2)	D	$280	7,607	D
NDSN	04/17/2026		S		1,200(2)	D	$280	6,407	D
NDSN								1,615(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
NDSN	$107.65	04/17/2026		M			1,900	11/21/2017	11/21/2026	NDSN	1,900	$280	0	D

Explanation of Responses:

1. Exercise of reporting person's stock options that would otherwise expire 11/21/26 of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.

2. Sold pursuant to a 10b5-1 plan adopted on January 13, 2026.

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 Srinivas Subramanian	04/20/2026
	** 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)