Form 4: Nordson CEO Nagarajan Reports Equity Transactions

Nordson Corp's President and CEO, Sundaram Nagarajan, reported the acquisition of restricted stock units and stock options, alongside a tax-related disposition of shares.

Summary

• Sundaram Nagarajan, President and CEO of Nordson Corp (NDSN), reported changes in his beneficial ownership of company securities.
• On December 19, 2025, 734 shares of NDSN common stock were disposed of at a price of $240.38 per share to cover withholding taxes due upon the vesting of previously awarded restricted share units.
• On December 20, 2025, Mr. Nagarajan was awarded 8,441 restricted share units (RSUs) under the company's stock plan, valued at $240.38 per unit.
• These 8,441 RSUs will vest in three equal annual installments, commencing on December 20, 2026.
• Additionally, on December 20, 2025, Mr. Nagarajan was awarded 17,394 stock options under the company's stock plan, with an exercise price of $240.38 per option.
• These 17,394 stock options will vest in four equal annual installments, beginning on December 20, 2026, and have an expiration date of December 20, 2035.
• Following these transactions, Mr. Nagarajan directly beneficially owns 59,385 shares of NDSN common stock.
• He also indirectly beneficially owns 8,000 shares held in the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023.
• The disposition of 734 shares relates to the vesting of 4,964 restricted share units awarded on December 20, 2024, which vest in one-third increments over a three-year period.

Sentiment

Score: 5

Explanation: The filing reports routine compensation awards (RSUs and stock options) and a tax-related disposition, which are standard events for executive compensation and do not inherently indicate positive or negative operational performance or strategic shifts.

Positives

• The acquisition of 8,441 restricted share units and 17,394 stock options aligns the CEO's long-term interests with those of shareholders.
• The awards represent a significant component of executive compensation, indicating continued commitment to the company's performance.

Negatives

• A disposition of 734 shares occurred to cover tax withholding, which is a common but reduces direct share ownership.

Future Outlook

This filing primarily details past and future vesting schedules for executive equity compensation, rather than providing a forward-looking business outlook for the company.

Industry Context

This Form 4 filing is a routine disclosure of executive compensation in the form of equity awards and a tax-related share disposition, which is a standard practice across various industries for aligning management incentives with shareholder value. It does not provide specific industry-related insights or trends.

Related Party Transactions

• Indirect beneficial ownership of 8,000 shares is held in the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023.

Stakeholder Impact

• Shareholders: The equity awards align the interests of the CEO with shareholders by linking compensation to future stock performance.
• Employees: The stock plan awards are part of the company's overall compensation strategy, potentially impacting employee morale and retention through similar incentive structures.

Next Steps

• The 8,441 restricted share units will vest in three equal annual installments beginning on December 20, 2026.
• The 17,394 stock options will vest in four equal annual installments beginning on December 20, 2026, with vested portions becoming exercisable upon vesting.

Key Dates

Keywords

NDSN, Nordson, Sundaram Nagarajan, Form 4, Insider Transaction, Restricted Stock Units, Stock Options, CEO, Director, Equity Compensation