Form 4: Nordson EVP Reports Equity Awards and Tax Withholding

Nordson's Executive Vice President, Srinivas Subramanian, reported recent equity transactions including restricted share unit awards and stock option grants.

Summary

• Srinivas Subramanian, Executive Vice President of Nordson Corp (NDSN), reported transactions related to his beneficial ownership of company securities.
• On December 19, 2025, 59 restricted share units (RSUs) were disposed of at a price of $240.38 per share to cover withholding taxes due upon vesting of a previous award.
• On December 20, 2025, Subramanian was awarded 1,023 restricted share units (RSUs) under the company's stock plan, with a transaction price of $240.38 per share. These RSUs will vest in three equal annual installments beginning on December 20, 2026.
• Following these transactions, direct beneficial ownership of non-derivative securities stands at 7,237 shares.
• Additionally, 1,609 shares are indirectly beneficially owned through the Company Savings Plan.
• On December 20, 2025, Subramanian was awarded 2,108 stock options under the company's stock plan, with an exercise price of $240.38 per share. These options will vest in four equal annual installments beginning on December 20, 2026, and will become exercisable upon vesting, with an expiration date of December 20, 2035.
• Following this transaction, direct beneficial ownership of derivative securities (stock options) stands at 21,601.

Sentiment

Score: 7

Explanation: The filing reflects routine executive compensation through equity grants, which is generally positive for aligning management incentives with long-term company performance. There are no negative or unexpected elements.

Positives

• The grant of 1,023 restricted share units and 2,108 stock options aligns the Executive Vice President's interests with long-term shareholder value through equity-based compensation.
• The vesting schedules for both RSUs and stock options provide a long-term incentive for management retention and performance.

Future Outlook

The future outlook for the Executive Vice President's equity holdings includes the vesting of 1,023 restricted share units in three equal annual installments starting December 20, 2026, and the vesting of 2,108 stock options in four equal annual installments also beginning December 20, 2026, with an expiration date of December 20, 2035.

Industry Context

This Form 4 filing details routine executive compensation, which is a standard practice across industries to incentivize and retain key management personnel. The specific grants reflect Nordson's ongoing compensation strategy for its executive team.

Comparison to Industry Standards

• Equity-based compensation, including restricted share units and stock options, is a common practice for executive remuneration across publicly traded companies, aligning management incentives with shareholder interests.
• The vesting schedules (3-year for RSUs, 4-year for options) are typical for long-term incentive plans in many industrial and manufacturing companies, similar to peers like Illinois Tool Works (ITW) or Dover Corporation (DOV), which also utilize multi-year vesting to promote sustained performance.

Stakeholder Impact

• Shareholders: The equity grants align the Executive Vice President's financial interests with the long-term performance of the company, potentially benefiting shareholders through improved management focus on value creation.
• Employees: The compensation structure for executives can influence overall company culture and compensation strategies, though this filing specifically pertains to a single executive.

Next Steps

• Vesting of 1,023 restricted share units in three equal annual installments beginning December 20, 2026.
• Vesting of 2,108 stock options in four equal annual installments beginning December 20, 2026, with exercisability upon vesting.

Key Dates

Keywords

Nordson, NDSN, Srinivas Subramanian, Form 4, Insider Trading, Restricted Stock Units, Stock Options, Executive Compensation, Equity Grant