Form 4: Nordson Corp Executive Sells Shares to Cover Taxes and Under Pre-Arranged Trading Plan
SEC Form 4 Filing
Nordson Corp's EVP, General Counsel, and Secretary, Jennifer L. McDonough, sold shares to cover taxes related to vesting restricted stock units and under a pre-arranged trading plan.
Summary
- Jennifer L. McDonough, an executive at Nordson Corp, sold a total of 489 shares of NDSN stock.
- The sales occurred on November 29, 2024, and December 2, 2024.
- 110 shares were sold on November 29th at $260.99 per share to cover taxes from restricted stock units vesting from a 2022 grant.
- 118 shares were sold on November 29th at $260.99 per share to cover taxes from restricted stock units vesting from a 2023 grant.
- 126 shares were sold on December 2nd at $260.75 per share under a pre-arranged Rule 10b5-1 trading plan.
- 135 shares were sold on December 2nd at $260.75 per share under a pre-arranged Rule 10b5-1 trading plan.
- The sales were made to cover tax obligations and as part of a pre-arranged trading plan adopted on July 8, 2024.
- Following these transactions, Ms. McDonough still holds 2,635 shares of Nordson Corp stock.
Sentiment
Score: 5
Explanation: The document reflects routine insider transactions, which are neither positive nor negative for the company's overall performance. The sales are expected and do not indicate any change in the company's outlook.
Industry Context
This is a routine filing for insider transactions and is common for executives who receive stock-based compensation. The use of a 10b5-1 trading plan is a common practice to avoid accusations of insider trading.
Comparison to Industry Standards
- Executive stock sales are a common occurrence in publicly traded companies, especially around vesting periods for stock options and restricted stock units.
- The use of Rule 10b5-1 trading plans is a standard practice for executives to manage their stock sales in a compliant manner, similar to practices at companies like Danaher (DHR) and Illinois Tool Works (ITW).
- The number of shares sold is relatively small compared to the total outstanding shares of Nordson Corp, and is not unusual for tax withholding and pre-planned sales.
Stakeholder Impact
- The stock sales are unlikely to have a significant impact on shareholders as they are relatively small and part of a pre-arranged plan.
- The transactions do not directly impact employees, customers, suppliers, or creditors.
Key Dates
| Date | Description |
|---|---|
| 2022-12-01 | Date of the grant of 708 restricted share units, vesting in 1/3 increments over 3 years. |
| 2023-12-01 | Date of the grant of 761 restricted share units, vesting in 1/3 increments over 3 years. |
| 2024-07-08 | Date the Rule 10b5-1 trading plan was adopted by Jennifer L. McDonough. |
| 2024-11-29 | Date of the first reported stock sales to cover tax obligations. |
| 2024-12-02 | Date of the second reported stock sales under the Rule 10b5-1 trading plan. |
| 2024-12-03 | Date of the Form 4 filing. |
Keywords
insider trading, stock sale, Form 4, Nordson Corp, NDSN, executive, Jennifer L. McDonough, Rule 10b5-1, restricted stock units, tax withholding
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