Form 4: Nordson EVP Hall Corrects Share Holdings, Reports RSU Vesting

Nordson EVP Justin E. Hall filed a Form 4 to correct previously reported shareholdings and disclose recent RSU vesting and tax withholdings.

Summary

• Justin E. Hall, Executive Vice President (EVP) of Nordson Corp (NDSN), filed a Form 4 to correct an administrative oversight in a prior Form 3 filed on March 29, 2025.
• The previous Form 3 inadvertently omitted 700 unvested restricted share units (RSUs), leading to an underreporting of directly-held shares.
• The correct total of directly-held shares held by Mr. Hall at the time of the Form 3 filing was 1,216, not the previously reported 516 shares.
• On December 1, 2025, 17 restricted share units from a December 1, 2022 grant were withheld to cover withholding taxes due upon vesting, at a price of $235.03 per share.
• Also on December 1, 2025, 19 restricted share units from a December 1, 2023 grant were withheld for taxes due upon vesting, also at a price of $235.03 per share.
• Following these transactions, Mr. Hall beneficially owns 1,180 directly held shares and 320 indirectly held shares through the Company Savings Plan.
• The unvested RSUs contributing to his holdings include grants of 133 units on December 1, 2022; 152 units on December 1, 2023; 410 units on September 1, 2024 (vesting fully on September 1, 2026); and 144 units on December 1, 2024.

Sentiment

Score: 5

Explanation: Neutral, as it is a routine insider transaction report with a correction of previously reported holdings, not indicative of company performance or significant strategic shifts.

Positives

• The correction of the administrative oversight enhances transparency regarding executive shareholdings.
• Ongoing RSU grants indicate continued executive compensation and alignment of management interests with shareholder value.

Negatives

• An administrative oversight in a previous Form 3 filing required a corrective Form 4.
• The disposition of 36 shares (17 + 19) for tax withholding reduces Mr. Hall's direct beneficial ownership.

Future Outlook

The filing primarily details past and current beneficial ownership changes and RSU vesting schedules, with no explicit forward-looking statements or guidance on company performance.

Industry Context

This filing is a routine insider transaction report, reflecting executive compensation practices and compliance with SEC regulations. It does not provide insights into broader industry trends or competitive positioning.

Stakeholder Impact

• Shareholders: Increased transparency regarding executive shareholdings due to the correction of a previous filing.

Next Steps

• Continued vesting of outstanding restricted share units according to their respective schedules, including 410 RSUs vesting fully on September 1, 2026.

Key Dates

Keywords

NDSN, Nordson, Form 4, beneficial ownership, RSU, restricted stock units, executive compensation, insider transaction, share holdings, Justin E. Hall