STOCK TITAN

Nordson (NDSN) EVP exercises 2030 options and sells 8,725 shares

Filing Impact
(Very High)
Filing Sentiment
(Very Negative)
Form Type
4

Rhea-AI Filing Summary

Nordson Corporation Executive Vice President Joseph P. Kelley exercised stock options and sold NDSN shares. On February 24, 2026, he exercised portions of stock options that would otherwise expire on July 6, 2030 and November 23, 2030, in a broker-assisted cashless exercise and sale.

The filing reports open-market sales totaling 8,725 NDSN shares in multiple transactions, with reported individual prices such as $291.49, $292.57, and up to around $295.26. Footnotes state that shares were sold to pay the option exercise prices, cover withholding taxes, and pay broker fees and commissions.

Positive

  • None.

Negative

  • None.
Insider Kelley Joseph P
Role Executive Vice President
Sold 8,725 shs ($2.56M)
Type Security Shares Price Value
Exercise NDSN 6,295 $293.07 $1.84M
Exercise NDSN 2,139 $292.95 $627K
Sale NDSN 1 $291.49 $291.49
Sale NDSN 59 $291.81 $17K
Sale NDSN 1 $292.53 $292.53
Sale NDSN 16 $292.56 $5K
Sale NDSN 9 $292.57 $3K
Sale NDSN 1 $292.58 $292.58
Sale NDSN 4 $292.59 $1K
Sale NDSN 12 $292.60 $4K
Sale NDSN 3 $292.63 $877.89
Sale NDSN 4 $292.65 $1K
Sale NDSN 1 $292.66 $292.66
Sale NDSN 7 $292.69 $2K
Sale NDSN 3 $292.78 $878.34
Sale NDSN 3 $292.81 $878.43
Sale NDSN 14 $292.82 $4K
Sale NDSN 11 $292.84 $3K
Sale NDSN 13 $292.85 $4K
Sale NDSN 15 $292.98 $4K
Sale NDSN 60 $293.18 $18K
Sale NDSN 1 $295.26 $295.26
Sale NDSN 53 $295.25 $16K
Exercise NDSN 6,295 $189.72 $1.19M
Exercise NDSN 2,139 $201.50 $431K
Sale NDSN 6,295 $293.07 $1.84M
Sale NDSN 2,139 $292.95 $627K
Holdings After Transaction: NDSN — 0 shares (Direct)
Footnotes (1)
  1. Exercise of a portion of reporting person's stock options that would otherwise expire 7/6/2030 of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale. Exercise of a portion of reporting person's stock options that would otherwise expire 11/23/2030, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $290.71 to $295.26. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $290.71 to $295.07. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
SEC 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*
Kelley Joseph P

(Last) (First) (Middle)
28601 CLEMENS ROAD

(Street)
WESTLAKE OH 44145

(City) (State) (Zip)
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
3. Date of Earliest Transaction (Month/Day/Year)
02/24/2026
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
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 V Amount (A) or (D) Price
NDSN 02/24/2026 S 1 D $291.49 7,558 D
NDSN 02/24/2026 S 59 D $291.81 7,499 D
NDSN 02/24/2026 S 1 D $292.53 7,498 D
NDSN 02/24/2026 S 16 D $292.56 7,482 D
NDSN 02/24/2026 S 9 D $292.57 7,473 D
NDSN 02/24/2026 S 1 D $292.58 7,472 D
NDSN 02/24/2026 S 4 D $292.59 7,468 D
NDSN 02/24/2026 S 12 D $292.6 7,456 D
NDSN 02/24/2026 S 3 D $292.63 7,453 D
NDSN 02/24/2026 S 4 D $292.65 7,449 D
NDSN 02/24/2026 S 1 D $292.66 7,448 D
NDSN 02/24/2026 S 7 D $292.69 7,441 D
NDSN 02/24/2026 S 3 D $292.78 7,438 D
NDSN 02/24/2026 S 3 D $292.81 7,435 D
NDSN 02/24/2026 S 14 D $292.82 7,421 D
NDSN 02/24/2026 S 11 D $292.84 7,410 D
NDSN 02/24/2026 S 13 D $292.85 7,397 D
NDSN 02/24/2026 S 15 D $292.98 7,382 D
NDSN 02/24/2026 S 60 D $293.18 7,322 D
NDSN 02/24/2026 S 1 D $295.26 7,321 D
NDSN 02/24/2026 S 53 D $295.25 7,268 D
NDSN 02/24/2026 M 6,295(1) A $189.72 13,563 D
NDSN 02/24/2026 M 2,139(2) A $201.5 15,702 D
NDSN 02/24/2026 S 6,295 D $293.07(3) 9,407 D
NDSN 02/24/2026 S 2,139 D $292.95(4) 7,268 D
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
NDSN $189.72 02/24/2026 M 6,295 07/06/2021 07/06/2030 NDSN 6,295 $293.07(4) 0 D
NDSN $201.5 02/24/2026 M 2,139 11/23/2021 11/23/2030 NDSN 2,139 $292.95(3) 0 D
Explanation of Responses:
1. Exercise of a portion of reporting person's stock options that would otherwise expire 7/6/2030 of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.
2. Exercise of a portion of reporting person's stock options that would otherwise expire 11/23/2030, of which shares were sold to pay the exercise price, to cover withholding taxes, and to pay broker fees and commissions, pursuant to a broker-assisted cashless exercise and sale.
3. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $290.71 to $295.26. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
4. Price reflected is the weighted-average sale price for shares sold. The shares were sold in multiple transactions, and the range of sale prices for the transactions reported was $290.71 to $295.07. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or any staff member of the Securities and Exchange Commission, upon request, information regarding the number of shares sold at each separate price.
Remarks:
Jennifer L. McDonough on behalf of Joseph P. Kelley 02/25/2026
** 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.

FAQ

What insider transactions did Nordson (NDSN) report for Joseph P. Kelley?

Nordson reported that Executive Vice President Joseph P. Kelley exercised stock options and sold NDSN shares on February 24, 2026. The transactions combined option exercises with multiple open-market sales executed as part of broker-assisted cashless exercise and sale arrangements.

How many Nordson (NDSN) shares did Joseph P. Kelley sell in this Form 4?

The Form 4 shows Joseph P. Kelley sold a total of 8,725 NDSN shares. These sales occurred in numerous small open-market transactions, with prices within stated ranges around the low- to mid‑$290s per share, according to the transaction details and accompanying footnotes.

Why were Joseph P. Kelley’s Nordson (NDSN) shares sold according to the filing footnotes?

Footnotes explain that shares were sold to pay the stock option exercise prices, cover withholding taxes, and pay broker fees and commissions. The sales occurred under broker-assisted cashless exercise and sale arrangements tied to options expiring in 2030, rather than as purely standalone discretionary sales.

What stock options did Joseph P. Kelley exercise in Nordson (NDSN)?

Joseph P. Kelley exercised portions of his Nordson stock options that would otherwise expire on July 6, 2030 and November 23, 2030. The Form 4 lists these as exercises of derivative securities, followed by related common share sales to fund exercise costs, taxes, and transaction expenses.

What price range is disclosed for Joseph P. Kelley’s Nordson (NDSN) share sales?

Footnotes state that the shares were sold in multiple transactions with weighted‑average prices and ranges. One range was from $290.71 to $295.26, and another from $290.71 to $295.07. The filing notes detailed per‑trade prices are available upon request.

Were Joseph P. Kelley’s Nordson (NDSN) transactions open-market trades?

Yes. The Form 4 classifies the sale transactions with code “S” and describes them as open‑market or private sales. These sales were executed in multiple trades as part of broker‑assisted cashless exercises designed to cover option exercise costs, withholding taxes, and related brokerage expenses.