| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| NORDSTROM PETER E | Pres. & Chief Brand Officer, Director, Member of 10% Owner Group | C/O NORDSTROM, INC., 1617 SIXTH AVENUE, SEATTLE | /s/ Charles W. Riley, Jr., as Attorney-in-Fact for Peter E. Nordstrom | 20 May 2025 | 0001183470 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | JWN | Common Stock | Disposed to Issuer | -66.6K | -2.5% | 2.6M | 20 May 2025 | Direct | F1, F2 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -69.2K | -2.66% | 2.53M | 20 May 2025 | Direct | F1, F2 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -2.94K | -0.12% | 2.53M | 20 May 2025 | Direct | F1, F3 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -2.53M | -100% | 0 | 20 May 2025 | Direct | F1, F4 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -39.7K | -100% | 0 | 20 May 2025 | By 401(k) Plan, per Plan statement dated 04/30/2025 | F1, F3 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -533 | -100% | 0 | 20 May 2025 | By wife 401(k) Plan, per Plan statement dated 04/30/2025 | F1, F3 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -176K | -100% | 0 | 20 May 2025 | By wife | F1, F4 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -24.5K | -100% | 0 | 20 May 2025 | By self as trustee for benefit of child | F1, F4, F5 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -24.5K | -100% | 0 | 20 May 2025 | By self as trustee for benefit of second child | F1, F4, F5 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -2.15M | -30.95% | 4.79M | 20 May 2025 | By self as trustee of FWN Trust | F1, F3, F5 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -4.79M | -100% | 0 | 20 May 2025 | By self as trustee of FWN Trust | F1, F4, F5 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -1.56M | -100% | 0 | 20 May 2025 | By self as trustee of EN Trust | F1, F4, F5 | ||
| transaction | JWN | Common Stock | Disposed to Issuer | -47.5K | -100% | 0 | 20 May 2025 | By self as trustee | F1, F4, F6 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | JWN | Employee Stock Option (right to buy) | Disposed to Issuer | -82.1K | -100% | 0 | 20 May 2025 | Common Stock | 82.1K | $51.32 | Direct | F1, F7 | ||
| transaction | JWN | Employee Stock Option (right to buy) | Disposed to Issuer | -10.8K | -100% | 0 | 20 May 2025 | Common Stock | 10.8K | $40.50 | Direct | F1, F7 | ||
| transaction | JWN | Employee Stock Option (right to buy) | Disposed to Issuer | -38.7K | -100% | 0 | 20 May 2025 | Common Stock | 38.7K | $46.66 | Direct | F1, F7 | ||
| transaction | JWN | Employee Stock Option (right to buy) | Disposed to Issuer | -73.1K | -100% | 0 | 20 May 2025 | Common Stock | 73.1K | $45.33 | Direct | F1, F7 | ||
| transaction | JWN | Employee Stock Option (right to buy) | Disposed to Issuer | -147K | -100% | 0 | 20 May 2025 | Common Stock | 147K | $26.79 | Direct | F1, F7 | ||
| transaction | JWN | Employee Stock Option (right to buy) | Disposed to Issuer | -246K | -100% | 0 | 20 May 2025 | Common Stock | 246K | $14.79 | Direct | F1, F8 | ||
| transaction | JWN | Employee Stock Option (right to buy) | Disposed to Issuer | -103K | -100% | 0 | 20 May 2025 | Common Stock | 103K | $25.68 | Direct | F1, F7 | ||
| transaction | JWN | Employee Stock Option (right to buy) | Disposed to Issuer | -130K | -100% | 0 | 20 May 2025 | Common Stock | 130K | $19.63 | Direct | F1, F9 | ||
| transaction | JWN | Performance Share Units | Disposed to Issuer | -95.4K | -100% | 0 | 20 May 2025 | Common Stock | 95.4K | Direct | F1, F10, F11 | |||
| transaction | JWN | Performance Share Units | Disposed to Issuer | -113K | -100% | 0 | 20 May 2025 | Common Stock | 113K | Direct | F1, F10, F11 | |||
| transaction | JWN | Performance Share Units | Disposed to Issuer | -73.3K | -100% | 0 | 20 May 2025 | Common Stock | 73.3K | Direct | F1, F10, F11 |
PETER E. NORDSTROM is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On May 20, 2025 pursuant to the Agreement and Plan of Merger ("Merger Agreement"), dated as of December 22, 2024, by and among Nordstrom, Inc. ("Company"), Nordstrom Holdings, Inc. (formerly Norse Holdings, Inc.) ("Parent"), and Navy Acquisition Co. Inc. ("Acquisition Sub"), Acquisition Sub merged with and into the Company (the "Merger"), with the Company surviving as a wholly owned subsidiary of Parent. As a result of the consummation of the Merger, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). |
| F2 | Represents outstanding unvested restricted stock units ("RSUs") representing the contingent right to receive one share of common stock, no par value, of the Company ("Common Stock"), which, pursuant to the Merger Agreement, immediately prior to the effective time of the Merger (the "Effective Time"), were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Common Stock subject to such unvested RSU, multiplied by (2) $24.50, provided, however, that the cash received for such unvested RSU continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as such unvested RSU, subject to certain exceptions set forth in the Merger Agreement. |
| F3 | Represents shares of Common Stock which, at the Effective Time, were cancelled and converted into the right to receive $24.25 per share in cash, without interest and less any required tax withholdings. |
| F4 | Represents shares of Common Stock which, pursuant to the Merger Agreement and the Rollover, Voting and Support Agreement, dated as of December 22, 2024, by and among the Company, Parent, and the shareholders listed on the signature pages thereto, as amended, immediately prior to the Effective Time, were transferred, contributed and delivered to Parent in exchange for newly issued shares of common stock of Parent. |
| F5 | Shares are held in trust with Reporting Person as trustee. |
| F6 | Shares are held in trust with Reporting Person as trustee. The Reporting Person disclaims beneficial ownership of the securities held within this trust. This Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of the securities held within this trust for purposes of Section 16 or for any other purpose. |
| F7 | Represents options which, under the Merger Agreement, whether vested or unvested, immediately prior to the Effective Time, were cancelled in exchange for no consideration. |
| F8 | Represents outstanding and unexercised vested options which, pursuant to the Merger Agreement, immediately prior to the Effective Time, were cancelled and converted into the right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the total number of shares of Common Stock subject to such cancelled vested option, multiplied by (2) the excess, if any, of (a) $24.50 over (b) the exercise price per share of Common Stock subject to such cancelled vested option. |
| F9 | Represents unvested options which, pursuant to the Merger Agreement, immediately prior to the Effective Time, were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the total number of shares of Common Stock subject to such cancelled unvested option, multiplied by (2) the excess, if any, of (a) $24.50 over (b) the exercise price per share of Common Stock subject to such cancelled unvested option; provided, however, that the cash received for any unvested option continued to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as applied to the corresponding unvested option immediately prior to the Effective Time, subject to certain exceptions set forth in the Merger Agreement. |
| F10 | Performance share units ("PSUs") represents a contingent right to receive one share of Common Stock. |
| F11 | Represents outstanding unvested PSUs which, pursuant to the Merger Agreement, immediately prior to the effective date of the Merger, were cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Common Stock subject to such unvested PSU (as eventually determined based on actual performance for the applicable performance period based on the applicable terms of such unvested PSU) multiplied by (2) $24.50; provided, however, that the cash received for such unvested PSU continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as such PSU, subject to certain exceptions set forth in the Merger Agreement. |