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SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
DeVries James E

(Last) (First) (Middle)
28601 CLEMENS ROAD

(Street)
WESTLAKE OH 44145

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Executive Vice President
3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
NDSN 12/29/2025 G 1,247(1) D $0 50,104 D
NDSN 04/16/2026 F 71(2) D $275.28 50,033 D
NDSN 04/16/2026 F 127(3) D $275.28 49,906 D
NDSN 809(4) I(5) Company Savings Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NDSN $107.65 11/21/2017(6) 11/21/2026 NDSN 6,600 6,600(7) D
NDSN $127.67 11/20/2018(6) 11/20/2027 NDSN 6,500 6,500(7) D
NDSN $124.9 11/26/2019(6) 11/26/2028 NDSN 6,100 6,100(7) D
NDSN $165.21 11/25/2020(6) 11/25/2029 NDSN 6,175 6,175(7) D
NDSN $201.5 11/23/2021(6) 11/23/2030 NDSN 5,200 5,200(7) D
NDSN $267.51 11/22/2022(6) 11/22/2031 NDSN 4,476 4,476(7) D
NDSN $240.01 12/01/2023(6) 12/01/2032 NDSN 4,093 4,093(7) D
NDSN $238.8 12/01/2024(6) 12/01/2033 NDSN 2,962 2,962(7) D
NDSN $209.73 12/20/2025(6) 12/20/2034 NDSN 2,836 2,836(7) D
Explanation of Responses:
1. 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.
2. 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.
3. 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.
4. 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.
5. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).
6. Expiration date of stock options did not change upon retirement of the reporting person from the Company.
7. Represents the number of derivative securities beneficially owned by reporting person following his retirement from the Company.
Remarks:
Jennifer L. McDonough on behalf of James E. DeVries 04/20/2026
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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