SEC Form 4 filed by Devries James E

4/20/26 11:44:28 AM ET

$NDSN

Industrial Machinery/Components

Industrials

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SEC FORM 4SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

DeVries James E

(Last)

(First)

(Middle)

28601 CLEMENS ROAD

(Street)

WESTLAKE

OHIO

44145

(City)

(State)

(Zip)

UNITED STATES

(Country)

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)
	Executive Vice President

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2025

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
NDSN	12/29/2025		G		1,247⁽¹⁾	D	$0	50,104	D
NDSN	04/16/2026		F		71⁽²⁾	D	$275.28	50,033	D
NDSN	04/16/2026		F		127⁽³⁾	D	$275.28	49,906	D
NDSN								809⁽⁴⁾	I⁽⁵⁾	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
NDSN	$107.65							11/21/2017⁽⁶⁾	11/21/2026	NDSN	6,600		6,600⁽⁷⁾	D
NDSN	$127.67							11/20/2018⁽⁶⁾	11/20/2027	NDSN	6,500		6,500⁽⁷⁾	D
NDSN	$124.9							11/26/2019⁽⁶⁾	11/26/2028	NDSN	6,100		6,100⁽⁷⁾	D
NDSN	$165.21							11/25/2020⁽⁶⁾	11/25/2029	NDSN	6,175		6,175⁽⁷⁾	D
NDSN	$201.5							11/23/2021⁽⁶⁾	11/23/2030	NDSN	5,200		5,200⁽⁷⁾	D
NDSN	$267.51							11/22/2022⁽⁶⁾	11/22/2031	NDSN	4,476		4,476⁽⁷⁾	D
NDSN	$240.01							12/01/2023⁽⁶⁾	12/01/2032	NDSN	4,093		4,093⁽⁷⁾	D
NDSN	$238.8							12/01/2024⁽⁶⁾	12/01/2033	NDSN	2,962		2,962⁽⁷⁾	D
NDSN	$209.73							12/20/2025⁽⁶⁾	12/20/2034	NDSN	2,836		2,836⁽⁷⁾	D

Explanation of Responses:

1. The reporting person inadvertently failed to report this bona fide gift within the time period required under Section 16(a) of the Securities Exchange Act of 1934. The gift is being reported in this Form 4 as part of the reporting person's final Section 16 filing following retirement.

2. On December 1, 2023, the Company granted 716 restricted share units vesting in equal one-third installments over three years. Upon the reporting person's retirement, all unvested restricted share units accelerated and vested on April 16, 2026. 71 of the restricted share units were withheld to cover withholding taxes due upon vesting.

3. On December 20, 2024, the Company granted 641 restricted share units vesting in equal one-third installments over three years. Upon the reporting person's retirement, all unvested restricted share units accelerated and vested on April 16, 2026. 127 of the restricted share units were withheld to cover withholding taxes due upon vesting.

4. The change in holdings reflects an internal, non-cash reallocation within the reporting person's exempt company savings plan from a lower-priced fund to a higher-priced fund; no securities were sold.

5. Represents the number of shares attributable to the reporting person's participation in the Company Savings Plan, exempt pursuant to Rule 16b-3(c).

6. Expiration date of stock options did not change upon retirement of the reporting person from the Company.

7. Represents the number of derivative securities beneficially owned by reporting person following his retirement from the Company.

Remarks:

	Jennifer L. McDonough on behalf of James E. DeVries	04/20/2026
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

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Recent Analyst Ratings for

$NDSN

Date	Price Target	Rating	Analyst
12/15/2025	$270.00	Hold → Buy	Vertical Research
6/18/2025		Peer Perform	Wolfe Research
6/17/2025	$245.00	Hold	Vertical Research
5/30/2025	$260.00	Perform → Outperform	Oppenheimer
3/4/2025	$260.00	Sector Weight → Overweight	KeyBanc Capital Markets
2/24/2025	$219.00	Outperform → Neutral	Exane BNP Paribas
1/22/2025	$255.00 → $280.00	Hold → Buy	Loop Capital
12/17/2024	$250.00	Neutral → Buy	Seaport Research Partners

More analyst ratings

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)

2. Transaction Date (Month/Day/Year)

2A. Deemed Execution Date, if any (Month/Day/Year)

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

Amount

(A) or (D)

Price

NDSN

12/29/2025

1,247⁽¹⁾

50,104

NDSN

04/16/2026

71⁽²⁾

$275.28

50,033

NDSN

04/16/2026

127⁽³⁾

$275.28

49,906

NDSN

809⁽⁴⁾

I⁽⁵⁾

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

NDSN

$107.65

11/21/2017⁽⁶⁾

11/21/2026

NDSN

6,600

6,600⁽⁷⁾

NDSN

$127.67

11/20/2018⁽⁶⁾

11/20/2027

NDSN

6,500

6,500⁽⁷⁾

NDSN

$124.9

11/26/2019⁽⁶⁾

11/26/2028

NDSN

6,100

6,100⁽⁷⁾

NDSN

$165.21

11/25/2020⁽⁶⁾

11/25/2029

NDSN

6,175

6,175⁽⁷⁾

NDSN

$201.5

11/23/2021⁽⁶⁾

11/23/2030

NDSN

5,200

5,200⁽⁷⁾

NDSN

$267.51

11/22/2022⁽⁶⁾

11/22/2031

NDSN

4,476

4,476⁽⁷⁾

NDSN

$240.01

12/01/2023⁽⁶⁾

12/01/2032

NDSN

4,093

4,093⁽⁷⁾

NDSN

$238.8

12/01/2024⁽⁶⁾

12/01/2033

NDSN

2,962

2,962⁽⁷⁾

NDSN

$209.73

12/20/2025⁽⁶⁾

12/20/2034

NDSN

2,836

2,836⁽⁷⁾

Recent Analyst Ratings for

$NDSN

Date	Price Target	Rating	Analyst
12/15/2025	$270.00	Hold → Buy	Vertical Research
6/18/2025		Peer Perform	Wolfe Research
6/17/2025	$245.00	Hold	Vertical Research
5/30/2025	$260.00	Perform → Outperform	Oppenheimer
3/4/2025	$260.00	Sector Weight → Overweight	KeyBanc Capital Markets
2/24/2025	$219.00	Outperform → Neutral	Exane BNP Paribas
1/22/2025	$255.00 → $280.00	Hold → Buy	Loop Capital
12/17/2024	$250.00	Neutral → Buy	Seaport Research Partners

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