Randolph R. Kanai - 20 May 2025 Form 4 Insider Report for NORDSTROM INC (JWN)

Role
VP - Controller & Interim CAO
Signature
/s/ Brian B. DeFoe, Attorney-in-Fact for Randolph R. Kanai
Issuer symbol
JWN
Transactions as of
20 May 2025
Transactions value $
$0
Form type
4
Filing time
20 May 2025, 16:56:27 UTC
Previous filing
01 Apr 2025
SEC
View on sec.gov

Reporting Owners (1)

Name Relationship Address Signature Signature date CIK
Kanai Randolph R. VP - Controller & Interim CAO C/O NORDSTROM, INC., 1617 SIXTH AVENUE, SEATTLE /s/ Brian B. DeFoe, Attorney-in-Fact for Randolph R. Kanai 20 May 2025 0002063673

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction JWN Common Stock Disposed to Issuer -843 -1.51% 55K 20 May 2025 Direct F1, F2
transaction JWN Common Stock Disposed to Issuer -2.52K -4.58% 52.5K 20 May 2025 Direct F1, F2
transaction JWN Common Stock Disposed to Issuer -2.55K -4.86% 50K 20 May 2025 Direct F1, F2
transaction JWN Common Stock Disposed to Issuer -5.36K -10.73% 44.6K 20 May 2025 Direct F1, F2
transaction JWN Common Stock Disposed to Issuer -4.82K -10.81% 39.8K 20 May 2025 Direct F1, F2
transaction JWN Common Stock Disposed to Issuer -5.52K -13.88% 34.3K 20 May 2025 Direct F1, F2
transaction JWN Common Stock Disposed to Issuer -34.3K -100% 0 20 May 2025 Direct F1, F3

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 Employee Stock Option (right to buy) Disposed to Issuer -2.4K -100% 0 20 May 2025 Common Stock 2.4K $51.32 Direct F1, F4
transaction JWN Employee Stock Option (right to buy) Disposed to Issuer -8.73K -100% 0 20 May 2025 Common Stock 8.73K $16.59 Direct F1, F5
transaction JWN Employee Stock Option (right to buy) Disposed to Issuer -2.6K -100% 0 20 May 2025 Common Stock 2.6K $25.68 Direct F1, F4
transaction JWN Employee Stock Option (right to buy) Disposed to Issuer -3.67K -100% 0 20 May 2025 Common Stock 3.67K $19.63 Direct F1, F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Randolph R. Kanai is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

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 options which, under the Merger Agreement, immediately prior to the Effective Time, were cancelled in exchange for no consideration.
F5 Represents 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 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 option; provided, however, that the cash received for any 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 option immediately prior to the Effective Time, subject to certain exceptions set forth in the Merger Agreement.

Remarks:

Pursuant to the Merger Agreement, as a result of the consummation of the Merger and as of the Effective Time, Nordstrom Common Stock has been delisted from and is no longer traded on the New York Stock Exchange and is being deregistered under the Exchange Act such that the Reporting Person is no longer subject to Section 16 in connection with his transactions in the equity securities of Nordstrom and therefore will no longer report any such transactions on Form 4 or Form 5.