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Nordson (NDSN) EVP reports PSU shares earned and tax withholding stock

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

Rhea-AI Filing Summary

Nordson Corporation executive James E. DeVries reported equity compensation and related tax withholding transactions in company stock. On 01/05/2026, he acquired 922 shares of NORDSON CORP common stock at $245.89 per share, representing shares earned based on performance measures under Performance Share Unit awards for the 2023-2025 performance period.

On the same date, 272 shares at $245.89 per share were withheld to cover withholding taxes due upon settlement of that PSU award. Following these transactions, DeVries directly beneficially owned 51,351 NORDSON CORP shares and had an additional 2,329 shares held indirectly through the Company Savings Plan.

Positive

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Negative

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Insider DeVries James E
Role Executive Vice President
Type Security Shares Price Value
Grant/Award NDSN 922 $245.89 $227K
Tax Withholding NDSN 272 $245.89 $67K
holding NDSN -- -- --
Holdings After Transaction: NDSN — 51,623 shares (Direct); NDSN — 2,329 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*
DeVries James 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)
Executive Vice President
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 922(1) A $245.89 51,623 D
NDSN 01/05/2026 F 272(2) D $245.89 51,351 D
NDSN 2,329(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 James E. DeVries 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 James E. DeVries report?

Executive Vice President James E. DeVries reported acquiring 922 shares of NORDSON CORP common stock on 01/05/2026, tied to performance share unit awards, and a related tax withholding transaction.

How many Nordson (NDSN) shares did DeVries receive from performance share units?

DeVries received 922 shares, which represent the number of shares earned based on achievement of performance measures under the Performance Share Unit (PSU) awards for the 2023-2025 performance period.

Why were 272 NDSN shares withheld in this Form 4 filing?

The filing states that 272 shares were withheld to cover withholding taxes due upon settlement of the PSU award for the 2023-2025 performance period.

How many Nordson shares does James E. DeVries own after these transactions?

After the reported transactions, DeVries beneficially owned 51,351 shares directly of NORDSON CORP common stock and 2,329 shares indirectly through the Company Savings Plan.

What indirect Nordson (NDSN) holdings are reported for DeVries?

The Form 4 notes an indirect holding of 2,329 shares, described as shares attributable to DeVries' participation in the Company Savings Plan, exempt under Rule 16b-3(c).

What role does James E. DeVries hold at Nordson Corporation (NDSN)?

James E. DeVries is reported as an officer of NORDSON CORP with the title Executive Vice President, and he is not listed as a director or 10% owner.