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NORDSON CORP·4

Apr 20, 11:44 AM ET

DeVries James E 4

4 · NORDSON CORP · Filed Apr 20, 2026

Research Summary

AI-generated summary of this filing

Updated

Nordson (NDSN) EVP James DeVries Receives RSUs; Shares Withheld

What Happened
James E. DeVries, Executive Vice President of Nordson (NDSN), reported accelerated vesting of restricted share units (RSUs) upon his retirement and related tax-withholding share dispositions. On April 16, 2026, 198 RSUs (71 + 127) were withheld to cover tax withholding at a reported price of $275.28 per share (71 × $275.28 = $19,545; 127 × $275.28 = $34,961; total = $54,506). Separately, a gift of 1,247 shares was reported for the period ending December 29, 2025 (reported as a disposition with $0 proceeds).

Key Details

  • Transaction dates and types:
    • 2025-12-29: Gift of 1,247 shares (code G) — $0 proceeds.
    • 2026-04-16: Tax withholding (code F) — 71 shares withheld at $275.28 (≈ $19,545).
    • 2026-04-16: Tax withholding (code F) — 127 shares withheld at $275.28 (≈ $34,961).
  • Total withheld for taxes: 198 shares, totaling about $54,506.
  • Related grants and acceleration:
    • F2: 716 RSUs granted 12/01/2023 (one-third annual vesting) — unvested portion accelerated and vested on 4/16/2026; 71 RSUs withheld for taxes.
    • F3: 641 RSUs granted 12/20/2024 (one-third annual vesting) — unvested portion accelerated and vested on 4/16/2026; 127 RSUs withheld for taxes.
  • Shares owned after these transactions: Not specified in the filing excerpt provided.
  • Filing timeliness: The gift was reported late per footnote F1; this Form 4 is part of the reporting person's final Section 16 filing following retirement (timeliness = L).
  • Other notes from the filing (summarized): some plan-account reallocations were non-cash, savings plan holdings are exempt under Rule 16b-3, and option expiration dates were unchanged by retirement (footnotes F4–F7).

Context

  • The April 16 entries are tax-withholding actions tied to accelerated RSU vesting on retirement — these are not open-market sales and are routine administrative dispositions to satisfy withholding obligations.
  • The December 29 gift is a bona fide transfer and does not necessarily reflect the insider’s view of the stock.
  • The filing includes a late report disclosure for the gift; late reporting is a reporting compliance issue but does not itself indicate illicit trading.

Insider Transaction Report

Form 4Exit
Period: 2025-12-29
NORDSON CORPNDSN
DeVries James E
Executive Vice President
Transactions
  • Gift

    NDSN

    [F1]
    2025-12-29−1,247→ 50,104 total
  • Tax Payment

    NDSN

    [F2]
    2026-04-16$275.28/sh−71$19,545→ 50,033 total
  • Tax Payment

    NDSN

    [F3]
    2026-04-16$275.28/sh−127$34,961→ 49,906 total
Holdings

  • NDSN

    [F4][F5]
    (indirect: Company Savings Plan)
    809

  • NDSN

    [F6][F7]
    Exercise: $107.65From: 2017-11-21Exp: 2026-11-21→ NDSN (6,600 underlying)
    6,600

  • NDSN

    [F6][F7]
    Exercise: $127.67From: 2018-11-20Exp: 2027-11-20→ NDSN (6,500 underlying)
    6,500

  • NDSN

    [F6][F7]
    Exercise: $124.90From: 2019-11-26Exp: 2028-11-26→ NDSN (6,100 underlying)
    6,100

  • NDSN

    [F6][F7]
    Exercise: $165.21From: 2020-11-25Exp: 2029-11-25→ NDSN (6,175 underlying)
    6,175

  • NDSN

    [F6][F7]
    Exercise: $201.50From: 2021-11-23Exp: 2030-11-23→ NDSN (5,200 underlying)
    5,200

  • NDSN

    [F6][F7]
    Exercise: $267.51From: 2022-11-22Exp: 2031-11-22→ NDSN (4,476 underlying)
    4,476

  • NDSN

    [F6][F7]
    Exercise: $240.01From: 2023-12-01Exp: 2032-12-01→ NDSN (4,093 underlying)
    4,093

  • NDSN

    [F6][F7]
    Exercise: $238.80From: 2024-12-01Exp: 2033-12-01→ NDSN (2,962 underlying)
    2,962

  • NDSN

    [F6][F7]
    Exercise: $209.73From: 2025-12-20Exp: 2034-12-20→ NDSN (2,836 underlying)
    2,836
Footnotes (7)
  • [F1]The reporting person inadvertently failed to report this bona fide gift within the time period required under Section 16(a) of the Securities Exchange Act of 1934. The gift is being reported in this Form 4 as part of the reporting person's final Section 16 filing following retirement.
  • [F2]On December 1, 2023, the Company granted 716 restricted share units vesting in equal one-third installments over three years. Upon the reporting person's retirement, all unvested restricted share units accelerated and vested on April 16, 2026. 71 of the restricted share units were withheld to cover withholding taxes due upon vesting.
  • [F3]On December 20, 2024, the Company granted 641 restricted share units vesting in equal one-third installments over three years. Upon the reporting person's retirement, all unvested restricted share units accelerated and vested on April 16, 2026. 127 of the restricted share units were withheld to cover withholding taxes due upon vesting.
  • [F4]The change in holdings reflects an internal, non-cash reallocation within the reporting person's exempt company savings plan from a lower-priced fund to a higher-priced fund; no securities were sold.
  • [F5]Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
  • [F6]Expiration date of stock options did not change upon retirement of the reporting person from the Company.
  • [F7]Represents the number of derivative securities beneficially owned by reporting person following his retirement from the Company.
Signature
Jennifer L. McDonough on behalf of James E. DeVries|2026-04-20

Documents

1 file
  • 4
    wk-form4_1776699866.xmlPrimary

    FORM 4