Nordson Corp SEC Filings

Nordson Corporation adopted a new Executive Severance Policy, effective November 1, 2025, providing severance protections for U.S.-based executive officers following certain terminations that occur outside the two-year Change in Control Protection Period. Executives with separate severance agreements, such as CEO Sundaram Nagarajan, are excluded.

A Qualifying Termination includes termination by the company without “cause” or by the executive for “good reason.” Benefits include a lump-sum cash payment equal to annual base salary, a pro-rated annual incentive bonus based on actual full-year performance, continued employer portion of medical, dental, and vision premiums for up to 12 months, outplacement services for up to 12 months capped at $10,000, and equity awards treated under existing plans.

Benefits require a release of claims and compliance with confidentiality, non-disparagement, cooperation, and, where enforceable, one-year non-competition and non-solicitation covenants. The policy is administered by the Compensation Committee and may be amended or terminated without impairing benefits already triggered. The full text will be filed with the Form 10-K for the fiscal year ending October 31, 2025.

Nordson Corp (NDSN) reported an insider transaction by Executive Vice President Joseph P. Kelley. On 10/21/2025, he sold 2,200 Nordson common shares at $240 per share (transaction code S), executed under a Rule 10b5-1 trading plan adopted on July 15, 2025. Following the sale, he beneficially owns 6,405 shares, held directly.

Nordson Corp (NDSN) Form 144 summary: The filer notifies a proposed sale of 1,199 common shares through Fidelity Brokerage on 08/28/2025 with an aggregate market value of $268,717.72. The filing shows total shares outstanding of 56,186,303. The 1,199 shares were acquired through restricted stock vesting on 11/30/2018 (292), 01/03/2020 (796), 11/30/2020 (1) and 05/26/2021 (110), and were granted as compensation. The filing also discloses recent open-market sales by the same person: 1,200 shares on 06/02/2025 ($253,011.29), 1,185 shares on 06/18/2025 ($254,590.00), and 1,000 shares on 08/27/2025 ($224,750.00). The filer certifies no undisclosed material adverse information.

Form 144 notice by an individual related to Nordson Corp (NDSN) proposes the sale of 1,000 common shares through Fidelity Brokerage Services on NASDAQ with an aggregate market value of $224,750 and lists 56,186,303 shares outstanding. The filer reports prior restricted-stock vesting acquisitions between 2017 and 2024 totaling 1,000 shares across six vesting events, recorded as compensation. The notice also discloses two recent open-market dispositions by the same person: 1,200 shares on 06/02/2025 for $253,011.29 and 1,185 shares on 06/20/2025 for $254,590.00. The signer certifies no undisclosed material adverse information.

Nordson Corporation (NDSN) reported interim results and disclosures for the nine months ended July 31, 2025. Net income was stated as $332,840 and $5.83 per diluted share for the nine months, a 3.6% decrease in net income and a $0.16 decrease in diluted EPS versus the prior year period. The company completed the August 21, 2024 acquisition of Atrion, recording $494,279 of goodwill and $129,600 of identifiable intangible assets; the purchase price allocation remained preliminary as of July 31, 2025. Cash and liquidity remain strong with $147,788 cash on hand, $516,264 cash provided by operations for the nine months and $824,120 of available borrowing capacity. The company had outstanding borrowings of $280,000 on a term loan and $243,000 on its revolving facility, with a weighted-average interest rate of 5.48% on its credit facilities. The effective tax rate was 19.7% for the nine months; excluding a discrete divestiture tax item the three- and nine-month rates were lower. Foreign-currency forward contracts produced net losses in the period and net investment hedges showed translation losses recorded in AOCI. Management concluded disclosure controls were effective and noted no material changes in internal control over financial reporting.

Nordson Corporation reported that its Board authorized an additional $500 million share repurchase program, increasing total available authorization to approximately $793 million when combined with roughly $293 million remaining from prior approvals. The company said repurchases may occur in the open market, via privately negotiated transactions, or through Rule 10b5-1 trading plans, and that timing, amount, price and manner will be determined at management's discretion based on business, economic, market and regulatory factors. The program does not obligate Nordson to buy any specific amount and may be suspended or discontinued.

State Street Corporation reports beneficial ownership of 2,957,894 shares of Nordson common stock, representing 5.2% of the class. The filing shows shared voting power on 1,970,267 shares and shared dispositive power on 2,957,705 shares; the reporting person has no sole voting or sole dispositive power. The filer is identified as a holding company and lists multiple State Street Global Advisors subsidiaries classified as investment advisers.

The filing includes a certification stating the securities were acquired and are held in the ordinary course of business and were not acquired to change or influence control of the issuer.

On 1 Aug 2025, Nordson Corp. (NDSN) filed a Form 4 disclosing that Vice President & Chief Accounting Officer Joseph M. Rutledge was granted 2,875 restricted share units (RSUs) under the company’s stock plan. The award was recorded at an indicative price of $209.25 per share. The RSUs vest in three equal annual installments beginning 1 Aug 2026, subject to continued employment, and carry no derivative feature. After the grant, Rutledge’s direct beneficial ownership stands at 2,875 NDSN shares/units; no other share movements or derivative positions were reported.

The transaction is classified as Code “A” (acquired) and represents routine executive compensation rather than an open-market purchase or sale. It neither changes the company’s outstanding share count nor conveys new financial or operational information. Accordingly, investor impact is viewed as neutral; the filing simply records management equity alignment.

Nordson Corp (NDSN) – Form 4 filing dated 08/04/2025

Executive Vice President Srinivas Subramanian reported a single insider transaction on 08/01/2025. Transaction code “F” indicates the automatic surrender of shares to satisfy withholding taxes triggered by the vesting of previously granted restricted share units (RSUs). 10 common shares were disposed at an average price of $209.25 per share. Following the tax-related disposition, Subramanian holds 6,379 shares directly and 1,567 shares indirectly through Nordson’s Company Savings Plan.

The footnote clarifies that the 10 shares came from the vesting of an August 1 2022 award of 95 RSUs that vest in one-third annual installments. No open-market purchase or sale occurred, and no derivative positions were reported.

Given the marginal share count involved and the tax-withholding nature of the transaction, the filing carries minimal financial impact for Nordson shareholders.