Form 4: Nordson Executive Reports Equity Transactions

Nordson's EVP, General Counsel, and Secretary, Jennifer L. McDonough, reported recent acquisitions of restricted share units and stock options, alongside a disposition for tax withholding.

Summary

• Jennifer L. McDonough, EVP, GC, and Secretary of Nordson Corp (NDSN), reported several equity transactions.
• On December 19, 2025, 107 restricted share units were disposed of at $240.38 per share to cover withholding taxes due upon the vesting of an award originally granted on December 20, 2024.
• Following this disposition, McDonough's direct beneficial ownership of non-derivative securities was 4,668 shares.
• On December 20, 2025, McDonough was awarded 1,407 restricted share units at $240.38 per share, which are scheduled to vest in three equal annual installments beginning December 20, 2026.
• After this acquisition, direct beneficial ownership of non-derivative securities increased to 6,075 shares.
• Also on December 20, 2025, 2,899 stock options were awarded with an exercise price of $240.38, set to vest in four equal annual installments beginning December 20, 2026, and expiring on December 20, 2035.
• Following these derivative transactions, McDonough's direct beneficial ownership of derivative securities was 17,324.

Sentiment

Score: 5

Explanation: The filing is neutral, reporting routine executive compensation and tax-related transactions. It does not contain information that would significantly alter the company's perceived value or outlook.

Positives

• The executive received significant equity awards (1,407 restricted share units and 2,899 stock options), which aligns her interests with long-term shareholder value and company performance.

Future Outlook

The awarded restricted share units will vest in three equal annual installments beginning December 20, 2026, and the stock options will vest in four equal annual installments starting on the same date, indicating future equity accumulation for the executive.

Industry Context

This filing details routine executive compensation through equity awards, a common practice across publicly traded companies to align management incentives with long-term shareholder interests. It does not provide specific insights into broader industry trends or competitive dynamics.

Related Party Transactions

• The transactions involve equity awards granted by Nordson Corp to Jennifer L. McDonough, an executive officer, which are considered related party transactions as part of executive compensation.

Stakeholder Impact

• Shareholders: The equity awards align the executive's interests with long-term shareholder value, potentially encouraging performance that benefits shareholders.
• Employees: No direct impact on general employees is indicated by this filing.
• Customers, Suppliers, Creditors: No direct impact on these stakeholders is indicated by this filing.

Next Steps

• The 1,407 restricted share units will vest in three equal annual installments beginning December 20, 2026.
• The 2,899 stock options will vest in four equal annual installments beginning December 20, 2026.
• Vested portions of the stock options will become exercisable upon vesting.

Key Dates

Keywords

Nordson Corp, NDSN, Form 4, Insider Trading, Restricted Share Units, Stock Options, Executive Compensation, Equity Awards, Jennifer L. McDonough