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
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X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Shamrock Stephen F

(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)
VP and CAO
3. Date of Earliest Transaction (Month/Day/Year)
07/10/2025
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 07/10/2025 J 1,178(1) D $223.17 391(2) 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 $238.8 07/10/2025 J 399(3) 12/01/2024 10/12/2025(4) NDSN 519 $223.17 120(5) D
NDSN $209.73 07/10/2025 J 577(3) 12/20/2025 12/20/2034 NDSN 577 $223.17 0(5) D
Explanation of Responses:
1. Represents restricted share units forfeited upon separation of the reporting person from the Company per the terms of the applicable restricted share unit award agreements.
2. Represents the comprehensive total of directly held, non-derivative securities beneficially owned by reporting person following his separation from the Company
3. Represents stock options forfeited upon separation of the reporting person from the Company per the terms of the applicable restricted share unit award agreements
4. Pursuant to the Company's stock plan, the expiration date of the stock options changed from the 10th anniversary of the grant date to the 90 days after the date reporting person seperated from the Company.
5. Represents the number of derivative securities beneficially owned by reporting person following his separation from the Company.
Remarks:
Jennifer L. McDonough on behalf of Stephen F. Shamrock 07/14/2025
** 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.