Sec Form 4 Filing - Hall Justin E @ NORDSON CORP - 2025-12-01

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Hall Justin E
2. Issuer Name and Ticker or Trading Symbol
NORDSON CORP [ NDSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP
(Last) (First) (Middle)
28601 CLEMENS ROAD
3. Date of Earliest Transaction (MM/DD/YY)
12/01/2025
(Street)
WESTLAKE, OH44145
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
NDSN 1,216 ( 1 ) D
NDSN 12/01/2025 F 17 ( 2 ) D $ 235.03 1,199 D
NDSN 12/01/2025 F 19 ( 3 ) D $ 235.03 1,180 D
NDSN 320 ( 4 ) I Company Savings Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Hall Justin E
28601 CLEMENS ROAD
WESTLAKE, OH44145
EVP
Signatures
Jennifer L. McDonough on behalf of Justin E. Hall 12/03/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 29, 2025, Form 3 was filed by reporting owner reflecting a total a 516 directly-held shares of the Company'. Due to an administrative oversight, an additonal 700 unvested restricted share units ("RSUs") were inadvertently omitted from the total of directly-held shares. The correct total of direclty-held shares held by the reporting person at the time of the filing of his Form 3 was 1216, as reflected herein. Moreover, the unvested RSUs are derived from the following equity grants made under the Company's stock plan: 1) December 1, 2022, the Company awarded 133 RSUs vesting in 1/3 increments over a 3-year period; 2) December 1, 2023 the Company awarded 152 RSUs vesting in 1/3 increments over a 3-year period; 3) September 1, 2024, the Company awarded 410 RSUs vesting in full on September 1, 2026; and 4) December 1, 2024 the Company awarded 144 RSUs vesting in 1/3 increments over a 3-year period.
( 2 )On December 1, 2022 the Company awarded 133 restricted share units under the Company's stock plan vesting in 1/3 increments over a 3-year period. 17 of the restricted share units were withheld to cover withholding taxes due upon vesting.
( 3 )On December 1, 2023 the Company awarded 152 restricted share units under the Company's stock plan vesting in 1/3 increments over a 3-year period. 19 of the restricted share units were withheld to cover withholding taxes due upon vesting.
( 4 )Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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