Was the Nordson (NDSN) CEO’s share sale part of a cashless exercise?

Yes, the filing states it was a broker-assisted cashless exercise and sale . Shares from the option exercise were sold to pay the option exercise price, satisfy withholding tax obligations, and cover broker fees and commissions associated with the transaction.

Nordson (NDSN) CEO cashless option exercise and sale of 41,800 shares

Q: How many Nordson (NDSN) shares did the CEO sell and at what price?

He sold 41,800 shares of Nordson common stock at a weighted-average price of about $293.26 per share . The transactions occurred in multiple trades within a $291.64–$295.04 price range, according to the disclosed sale details.

Q: What was the exercise price of the Nordson (NDSN) options used in this transaction?

The options were exercised at an exercise price of $165.21 per share . The CEO converted derivative securities into 41,800 common shares , then sold those shares in the market to fund the exercise cost, taxes, and associated broker commissions.

Q: How many Nordson (NDSN) shares does the CEO own after these transactions?

After the reported transactions, he directly owned 64,824 NDSN shares plus 127 stock equivalent or restricted share units . He also indirectly held 8,000 additional shares through the Sundaram Nagarajan Irrevocable Insurance Trust referenced in the ownership disclosures.

Q: Does the Nordson (NDSN) CEO hold any shares indirectly through a trust?

Yes, he indirectly holds 8,000 NDSN shares through the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023. This is in addition to his directly owned shares and accrued stock equivalent and restricted share units.

Filing Impact

(Very High)

Filing Sentiment

(Very Negative)

Form Type

Rhea-AI Filing Summary

Nordson Corp President and CEO Sundaram Nagarajan reported a cashless option exercise and related share sale. He exercised stock options for 41,800 NDSN shares through derivative conversion and acquired the same number of common shares at an exercise price of $165.21 per share.

On the same date, he sold 41,800 shares in open-market transactions at a weighted-average price of $293.26 per share, in multiple trades within a $291.64 to $295.04 range. The filing notes shares were sold to pay the exercise price, withholding taxes, and broker fees under a broker-assisted cashless exercise.

Following these transactions, Nagarajan directly owned 64,824 NDSN shares, plus 127 stock equivalent or restricted share units accrued from dividends, and indirectly held 8,000 shares through the Sundaram Nagarajan Irrevocable Insurance Trust.

Insider Trade Summary

Net Seller: 41,800 shares ($12,258,268)

Net Sell 4 txns

Insider NAGARAJAN SUNDARAM

Role President and CEO

Sold 41,800 shs ($12.26M)

Type	Security	Shares	Price	Value
Exercise	NDSN	41,800	$293.26	$12.26M
Exercise	NDSN	41,800	$165.21	$6.91M
Sale	NDSN	41,800	$293.26	$12.26M
holding	NDSN	--	--	--

Holdings After Transaction: NDSN — 0 shares (Direct); NDSN — 8,000 shares (Indirect, Held in the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023)

Footnotes (1)

Exercise of reporting person's stock options that would otherwise expire11/25/2029 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. The total holdings include 127 Stock Equivalent Units and/or Restricted Share Units accrued from dividend payments pursuant to the Company's Stock Incentive and Award Plan. 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 $291.64 to $295.04. 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.

Form 4 Insider Transactions: What Each Field Means →

02/25/2026 - 05:52 PM

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^*

NAGARAJAN SUNDARAM

(Last)

(First)

(Middle)

28601 CLEMENS ROAD

(Street)

WESTLAKE

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

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)
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	02/24/2026		M		41,800⁽¹⁾	A	$165.21	106,624⁽²⁾	D
NDSN	02/24/2026		S		41,800	D	$293.26⁽³⁾	64,824	D
NDSN								8,000	I	Held in the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023

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	$165.21	02/24/2026		M			41,800	11/25/2020	11/25/2029	NDSN	41,800	$293.26⁽³⁾	0	D

Explanation of Responses:

1. Exercise of reporting person's stock options that would otherwise expire11/25/2029 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. The total holdings include 127 Stock Equivalent Units and/or Restricted Share Units accrued from dividend payments pursuant to the Company's Stock Incentive and Award Plan.

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 $291.64 to $295.04. 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 Sundaram Nagarajan	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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Nordson (NDSN) CEO Sundaram Nagarajan report in this Form 4?

He reported a cashless stock option exercise and related sale of 41,800 NDSN shares. The options were exercised and the resulting shares sold primarily to cover the exercise price, taxes, and broker fees, as described in the filing’s footnotes.

How many Nordson (NDSN) shares did the CEO sell and at what price?

He sold 41,800 shares of Nordson common stock at a weighted-average price of about $293.26 per share. The transactions occurred in multiple trades within a $291.64–$295.04 price range, according to the disclosed sale details.

What was the exercise price of the Nordson (NDSN) options used in this transaction?

The options were exercised at an exercise price of $165.21 per share. The CEO converted derivative securities into 41,800 common shares, then sold those shares in the market to fund the exercise cost, taxes, and associated broker commissions.

How many Nordson (NDSN) shares does the CEO own after these transactions?

After the reported transactions, he directly owned 64,824 NDSN shares plus 127 stock equivalent or restricted share units. He also indirectly held 8,000 additional shares through the Sundaram Nagarajan Irrevocable Insurance Trust referenced in the ownership disclosures.

Does the Nordson (NDSN) CEO hold any shares indirectly through a trust?

Yes, he indirectly holds 8,000 NDSN shares through the Sundaram Nagarajan Irrevocable Insurance Trust dated December 5, 2023. This is in addition to his directly owned shares and accrued stock equivalent and restricted share units.