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NORDSON CORP·4

Apr 20, 11:44 AM ET

DeVries James E 4

Research Summary

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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.