CLAYTON ANNETTE K 4

4 · NORDSON CORP · Filed May 8, 2026

AI-generated summary of this filing

Updated May 8, 2026

Nordson (NDSN) Director Annette K. Clayton Receives 270 Shares

What Happened

Annette K. Clayton, a former director of Nordson Corp., was recorded as acquiring 270 shares on May 1, 2026 at $283.20 per share (total value $76,464). This acquisition reflects restricted share units (RSUs) that were prorated and then converted into share-equivalent units following the end of her board service.
The filing’s footnotes state that, on May 1, 2026, a total of 2,098 stock-equivalent units in Ms. Clayton’s deferred compensation account converted to common shares on a one-for-one basis and were distributed to her by the company’s transfer agent.

Key Details

Transaction date: May 1, 2026. Report filed: May 8, 2026 (filed after the typical 2-business-day Form 4 deadline).
Reported acquisition: 270 shares @ $283.20 each = $76,464.
Shares distributed per footnote: 2,098 stock-equivalent units converted to and distributed as common shares (these were from her deferred compensation account).
Why 270 vs. 822: A November 1, 2025 RSU grant of 822 units was prorated when Ms. Clayton ceased board service on March 1, 2026, forfeiting 552 units and leaving 270 units that were deferred into share-equivalent units (per footnote).
Filing timeliness: The Form 4 was filed seven days after the transaction date; this appears to be later than the standard 2-business-day filing requirement.

Context

This was not an open-market purchase or sale indicating trading sentiment — it reflects conversion/distribution of RSUs and deferred share-equivalent units tied to director compensation and the end of service.
Such distributions are routine for deferred compensation/award plans and do not necessarily indicate the insider’s view of the stock.

Form 4Exit

Period: 2026-05-01

Director

Transactions

Footnotes (2)

[F1]Pursuant to the terms of the Company's Stock and Award Plan ("Plan"), and the Notice and Terms of Grant Share-Based Award dated November 1, 2025 ("Notice"), reporting person was granted 822 restricted share units on November 1, 2025, which would vest entirely on October 31, 2026 . Reporting person ceased service of her term with the Company's Board of Directors on March 1, 2026, and, in accordance with the terms of the Plan and Notice, the 822 shares granted on November 1, 2025, were prorated based on the last day of her term, resulting in forfeiture of 552 restricted share units. Pursuant to the terms of the Company's Directors' Deferred Compensation Sub-Plan, the reporting person elected to defer the remaining 270 restricted share units into share equivalent units.
[F2]On May 1, 2026, pursuant to the terms of the Company's Directors' Deferred Compensation Sub-Plan, the totality of the 2,098 stock equivalent units in reporting person's deferred compensation account converted to common shares on a one-for-one basis, and were distributed to her outright by Company's transfer agent.

Signature

Jennifer L. McDonough on behalf of Annette K. Clayton|2026-05-08

1 file