Nordson Corporation

02/25/2026 | Press release | Distributed by Public on 02/25/2026 16:42

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Kelley Joseph P
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
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (Month/Day/Year)
02/23/2026
(Street)
WESTLAKE, OH 44145
4. If Amendment, Date 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
(City) (State) (Zip)
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 02/23/2026 S 95 D $289.11 9,483 D
NDSN 02/23/2026 S 92 D $289.08 9,391 D
NDSN 02/23/2026 S 758 D $289 8,633 D
NDSN 02/23/2026 S 84 D $289.25 8,549 D
NDSN 02/23/2026 S 84 D $289.26 8,465 D
NDSN 02/23/2026 S 51 D $289.83 8,414 D
NDSN 02/23/2026 S 51 D $289.84 8,363 D
NDSN 02/23/2026 S 54 D $289.71 8,309 D
NDSN 02/23/2026 S 60 D $289.63 8,249 D
NDSN 02/23/2026 S 60 D $289.64 8,189 D
NDSN 02/23/2026 S 130 D $289.01 8,059 D
NDSN 02/23/2026 S 100 D $289.04 7,959 D
NDSN 02/23/2026 S 100 D $290.39 7,859 D
NDSN 02/23/2026 S 100 D $289.46 7,759 D
NDSN 02/23/2026 S 100 D $289.47 7,659 D
NDSN 02/23/2026 S 100 D $290.4 7,559 D
NDSN 02/23/2026 M 15,022(1) A $189.72 22,581 D
NDSN 02/23/2026 M 6,011(2) A $201.5 28,592 D
NDSN 02/23/2026 S 15,022 D $289.32(3) 13,570 D
NDSN 02/23/2026 S 6,011 D $289.3(4) 7,559 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)
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 Underlying Securities
(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 of Derivative Security: 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 $189.72 02/23/2026 M 15,022 07/06/2021 07/06/2030 NDSN 15,022 $289.32(3) 6,295 D
NDSN $201.5 02/23/2026 M 6,011 11/23/2021 11/23/2030 NDSN 6,011 $289.3(4) 2,139 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Kelley Joseph P
28601 CLEMENS ROAD
WESTLAKE, OH 44145
Executive Vice President

Signatures

Jennifer L. McDonough on behalf of Joseph P. Kelley 02/25/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Exercise of a portion of reporting person's stock options that would otherwise expire 7/6/2030 of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.
(2) Exercise of a portion of reporting person's stock options that would otherwise expire 11/23/2030, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.
(3) Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $289.00 to $290.40. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
(4) Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $289.00 to $290.40. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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