Class of Securities Subject to the Blackout Period
This notice is to inform you of restrictions on your ability to transact in the common shares of Nordson Corporation ("Nordson" or the "Company"), no par value, (together with any derivative security thereof including options or units, "Nordson Shares"), during an upcoming Blackout Period. The additional restrictions during this period are imposed on the Company's directors and officers who are subject to Section 16 of the Securities Exchange Act of 1934, as amended, by Section 306(a) of the Sarbanes-Oxley Act of 2002 and Securities and Exchange Commission ("SEC") Regulation Blackout Trading Restriction ("BTR"). The Blackout Period is in addition to the Company's regularly scheduled blackout period related to our earnings release under the Company's insider trading policy, and will apply even if that blackout period is lifted.
The purpose of this Notice is to inform you of the impending Blackout Period under the Nordson Employees' Savings Trust Plan and Nordson Hourly Rated Employees' Savings Trust Plan (together, the "Plans"), during which you generally will be prohibited from effecting any direct or indirect transactions in Nordson Shares that you acquired in connection with your service as a director or employment as a Section 16 officer of the Company. We are obligated under the Sarbanes-Oxley Act to provide you with this Notice, which contains specific information regarding the Blackout Period. In addition, we are required to file this Notice with the SEC as part of a Form 8-K.
Reasons for Blackout Period and Plan Transactions to be Suspended
The Plan will be migrated from the recordkeeping platform of John Hancock to the recordkeeping platform of Fidelity Investments. The Blackout Period is necessary to administratively transfer the individual accounts, including those accounts with Nordson Shares, onto the new recordkeeping platform. As a result of this migration, Plan participants and beneficiaries will temporarily be unable to:
(i) purchase, sell, or otherwise acquire or transfer funds into or out of any of the investment alternatives in the Plans, including Nordson Shares;
(ii) change allocations for future contributions, make payroll percentage elections, or designate beneficiaries in the Plans;
(iii) receive distributions or withdrawals from, or terminate their participation in, the Plans;
(iv) receive loans from the Plans; or

(v) make rollover contributions into the Plans.
The Plans' participants and beneficiaries have received or will receive a separate notice informing them of the blackout period in accordance with applicable law. The period of restriction applicable to the Plans' participants and beneficiaries matches the time frame in the Blackout Period referenced below.

Length of Blackout Period
The Blackout Period is expected to begin on May 31, 2024 at 4:00 p.m. Eastern Time and is expected to end during the calendar week of June 30, 2024. If there is a change to the beginning date or the length of the Blackout Period, Nordson will notify you of the change as soon as reasonably practicable. You may obtain, without charge, the actual beginning and ending dates of the Blackout Period (during the blackout period and for a period of two years after the ending date of the blackout period) and answers to other inquiries about the Blackout Period, by contacting Jennifer L. McDonough -Executive Vice President, General Counsel & Secretary, Nordson Corporation, 28601 Clemens Road, Westlake, Ohio 44145, or by calling 440-892-1580.
Restrictions on Directors and Section 16 Officers During the Blackout Period
Because participants and beneficiaries in the Plans will be unable to direct or diversify assets, including Nordson Shares during the Blackout Period, Nordson's directors and Section 16 officers will be subject to the trading restrictions imposed under Section 306(a) of the Sarbanes-Oxley Act of 2002 for the duration of the Blackout Period.
In accordance with Section 306(a) of the Sarbanes-Oxley Act of 2002 and SEC Regulation BTR, the Company's directors and Section 16 officers are prohibited during the Blackout Period from:
(i) purchasing, selling, or otherwise acquiring or transferring, directly or indirectly, any Nordson Shares acquired in connection with his or her service or employment as a director or Section 16 officer;
(ii) being awarded any "discretionary grant" of Nordson Shares, including options, units, or other equity securities;
(iii) exercising options, whether or not in combination with the sale of underlying shares of Nordson Shares;
(iv) transferring an investment of Nordson Shares in the Plans;
(v) liquidating a position in a security tied to the value of Nordson Shares; and
(vi) enrolling in a plan or establishing or changing the deferral percentage in a plan that offers Nordson Shares as an investment alternative.
Please note the following:

Prohibited transactions are not limited to those involving your direct ownership, but include any transaction in which you have a pecuniary interest (for example, transactions by your immediate family members living in your household).
There are exemptions for certain transactions including gifts, acquisitions in formula plans and other non-discretionary "automatic" transactions.
To avoid even the impression of wrongdoing, you will not be permitted to engage in transactions involving Nordson Shares that were not acquired in connection with your service or employment as a director or officer.
These restrictions apply regardless of whether you participate in the Plans.
If you engage in a transaction that violates these laws and regulations, you may be required to disgorge your profits from the transaction, and you may be subject to sanctions. Because of the complexity of the regulations and the severity of the penalties and other remedies, please do not engage in any transaction involving Nordson Shares during the Blackout Period. Please contact me with any questions.
Thank you.


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Nordson Corporation published this content on 26 April 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 26 April 2024 17:17:41 UTC.