Peter E. Nordstrom - Mar 6, 2023 Form 4 Insider Report for NORDSTROM INC (JWN)

Role: Pres. & Chief Brand Officer, Director
Signature: Brian B. DeFoe, Attorney-in-Fact for Peter E. Nordstrom
Stock symbol: JWN
Transactions as of: Mar 6, 2023
Transactions value $: $0
Form type: 4
Date filed: 3/8/2023, 07:39 PM
Previous filing: Dec 21, 2022
Next filing: Dec 11, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
holding	JWN	Common Stock						36.4K	Mar 6, 2023	By 401(k) Plan, per Plan statement dated 2/28/2023

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	JWN	Performance Share Units	Award	$0	+97K		$0.00	97K	Mar 6, 2023	Common Stock	97K		Direct	F1, F2
transaction	JWN	Employee Stock Option (right to buy)	Award	$0	0		$19.63	0	Mar 6, 2023	Common Stock	0	$19.63	Direct	F3, F4

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each Performance Share Unit (PSU) represents a contingent right to receive 1 share of the Company's common stock. The PSUs may be earned over a 3-year period from FY 2023 through FY 2025, depending on the achievement of certain metrics. The number of PSUs awarded is a function of base pay, a PSU LTI percentage and the fair value of a PSU. The fair value of a PSU is calculated as the stock price as of the effective date less the present value of Company stock dividends over the vesting period. This calculation requires the input of certain assumptions, including the risk-free interest rate and the expected Company stock dividends. The formula for determining the number of PSUs granted is: number of PSUs = (base pay x PSU LTI%) / PSU fair value. The percentage of PSUs granted that will actually be earned at the end of the three-year period is based upon the Company's cumulative sales and earnings before interest and tax ("EBIT") margin results over the same period.
F2	The minimum percentage of PSUs that can be earned at the end of the three year performance cycle is 75% and the maximum is 150%.
F3	Granted under the issuer's 2019 Equity Incentive Plan, exercisable 50% on March 10, 2026 and 50% on March 10, 2027.
F4	The number of options granted is not known at this time. The number is calculated as a function of certain assumptions, including risk-free interest rate, volatility, expected dividend yield, and expected life. The formula for determining the number of options granted is: (base pay x Option LTI%)/option fair value. This Form 4 will be amended to report the number of options granted when that number has been calculated.