Form 4: Nordson EVP Joseph Kelley Reports Equity Awards

Nordson Executive Vice President Joseph P. Kelley reported the acquisition of restricted stock units and stock options, alongside a tax-related disposition of shares.

Summary

• Joseph P. Kelley, Executive Vice President of Nordson Corp (NDSN), reported recent equity transactions.
• On December 19, 2025, 208 shares were disposed of at $240.38 per share to cover tax withholding obligations related to the vesting of restricted share units awarded on December 20, 2024.
• On December 20, 2025, Kelley acquired 2,430 restricted share units (RSUs) at a price of $240.38 per unit. These RSUs will vest in three equal annual installments starting December 20, 2026.
• Also on December 20, 2025, Kelley was awarded 5,007 stock options with an exercise price of $240.38. These options will vest in four equal annual installments beginning December 20, 2026, and expire on December 20, 2035.
• Following these transactions, Kelley beneficially owns 8,179 non-derivative shares and 59,615 derivative securities (stock options).

Sentiment

Score: 7

Explanation: The grant of significant equity awards to a key executive is generally viewed positively as it aligns management's interests with long-term shareholder value, despite a routine tax-related share disposition.

Positives

• Executive Vice President Joseph P. Kelley received significant equity awards, including 2,430 restricted share units and 5,007 stock options, aligning his interests with long-term shareholder value.

Negatives

• A disposition of 208 shares occurred to cover tax withholding, which is a standard practice but reduces direct share ownership.

Future Outlook

The awarded restricted share units will vest in three equal annual installments starting December 20, 2026. The stock options will vest in four equal annual installments beginning December 20, 2026, and will be exercisable upon vesting.

Industry Context

NA

Stakeholder Impact

• Shareholders: The executive's increased equity stake aligns interests with long-term shareholder value.
• Employees: Reflects ongoing executive compensation practices within the company.

Next Steps

• First installment of 2,430 restricted share units to vest on December 20, 2026.
• First installment of 5,007 stock options to vest and become exercisable on December 20, 2026.

Key Dates

Recommendation

This Form 4 details routine executive compensation, including equity grants and tax-related share dispositions. While positive for aligning executive interests, it does not present new information that would fundamentally alter the investment thesis for Nordson Corp, thus a 'hold' recommendation is appropriate.

Keywords

NDSN, Nordson, Joseph Kelley, Form 4, insider transaction, equity awards, restricted stock units, stock options, executive compensation