NORDSON CORP
For the period ended Jul 31, 2024. Filed Aug 22, 2024.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jul 31, 2024 · Filed Aug 22, 2024
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ITEM 5. OTHER INFORMATION
Nordson Corporation Table of Contents
ITEM 5. OTHER INFORMATION
Trading Arrangements
During the three months ended July 31, 2024, any director or officer (as defined in Rule 16a-1(f) promulgated under the Exchange Act) of the Company that adopted orterminated any “Rule 10b5-1 trading arrangement” or any “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, is disclosed below.
| Name (Title) | Action Taken (Date of Action) | Type of Trading Arrangement1 | Nature of Trading Arrangement | Duration of Trading Arrangement | Aggregate Number of Securities2 |
|---|---|---|---|---|---|
| Stephen P. LovassExecutive Vice President | Adoption7/8/2024 | Rule 10b5-1 Trading Arrangement | Sale | Until 11/31/2025 | Up to 2,229 3 Common Shares |
| Jennifer L. McDonoughExecutive Vice President, General Counsel and Secretary | Adoption7/8/2024 | Rule 10b5-1 Trading Arrangement | Sale | Until 12/31/2024 | Up to 1,072 Common Shares |
| James E. DeVriesExecutive Vice President, Continuous Improvement | Adoption7/10/2024 | Rule 10b5-1 Trading Arrangement | Sale | Until 11/21/2025 | Up to 9,100 Common Shares |
| Joseph P. KelleyExecutive Vice President | Adoption7/10/2024 | Rule 10b5-1 Trading Arrangement | Sale | Until 7/3/2025 | Up to 4,000 Common Shares |
1 Each trading arrangement marked as a “Rule 10b5-1 Trading Arrangement” is intended to satisfy the affirmative defense of Rule 10b5-1(c), as amended (the “Rule”).
2 The aggregate number of securities may include common shares subject to restricted stock units previously granted to the reporting director or officer may vest and be released to the reporting director or officer on or after July 31, 2024 upon the satisfaction of the applicable service-based vesting conditions. The actual number of shares that will be released to the reporting director or officer pursuant to the restricted stock units and sold under the Rule 10b5-1 trading arrangement will be net of the number of shares withheld by the Company to satisfy tax withholding obligations arising from the vesting of such shares and is not yet determinable.
3 This figure includes an estimate of the number of shares issuable under performance share units ("PSUs") awarded under the Company's 2021 Stock Incentive and Award Plan ("SIAP") that may be sold under the trading arrangement; however, the actual number of shares that will be acquired through the SIAP may vary. In addition, the number of shares that may be sold under the trading arrangement includes the target number of shares issuable under Mr. Lovass' PSU award vesting during the term of the trading arrangement.
No other officers or directors, as defined in Rule 16a-1(f), adopted and/or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408 of Regulation S-K, during the three months ended July 31, 2024.
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