Form 4: Nordson VP/CAO Joseph Rutledge Receives Equity Awards

Nordson's VP and Chief Accounting Officer, Joseph M. Rutledge, was granted restricted share units and stock options on December 20, 2025.

Summary

• Joseph M. Rutledge, Nordson Corp's VP and Chief Accounting Officer, was awarded 217 restricted share units (RSUs) on December 20, 2025, at a price of $240.38 per unit.
• These RSUs will vest in three equal annual installments, commencing on December 20, 2026.
• Additionally, Rutledge received 448 stock options on December 20, 2025, with an exercise price of $240.38 per option.
• The stock options will vest in four equal annual installments, also beginning on December 20, 2026, and will expire on December 20, 2035.
• Following these transactions, Rutledge beneficially owns 3,092 non-derivative securities and 448 derivative securities directly.

Sentiment

Score: 6

Explanation: The sentiment is moderately positive as it reflects routine executive compensation designed to align management and shareholder interests, without indicating any adverse events or significant new strategic developments.

Positives

• The equity awards align the interests of a key executive, Joseph M. Rutledge, with those of shareholders, promoting long-term value creation.
• The granting of restricted share units and stock options is a standard component of executive compensation, indicating ongoing commitment to retaining and incentivizing leadership.

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, also beginning December 20, 2026, and will remain exercisable until their expiration on December 20, 2035.

Industry Context

The granting of equity awards to senior executives is a common practice across various industries, including manufacturing and industrial equipment, to incentivize performance and align management's financial interests with those of shareholders. This filing reflects a routine aspect of executive compensation within the sector.

Stakeholder Impact

• Shareholders: The equity awards are intended to align the interests of the VP, CAO with shareholders, potentially leading to improved long-term performance and value creation.
• Employees: This filing specifically pertains to executive compensation and does not directly impact the broader employee base, though it reflects the company's compensation philosophy for leadership.

Next Steps

• The restricted share units will begin vesting in three equal annual installments starting December 20, 2026.
• The stock options will begin vesting in four equal annual installments starting December 20, 2026, and will become exercisable upon vesting.

Key Dates

Keywords

Nordson, NDSN, Form 4, insider transaction, equity award, restricted stock units, stock options, executive compensation, Joseph Rutledge