CLAYTON ANNETTE K 4

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.