Gemma Lionello - 20 May 2025 Form 4 Insider Report for NORDSTROM INC (JWN)

Reporting relationship: President, Nordstrom Rack
Issuer ticker: JWN
Reported as of: 20 May 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 20 May 2025, 16:55:09 UTC
Prior SEC filing: 12 Mar 2025
Source filing: View source filing
Reporting owner signature: /s/ Brian B. DeFoe, Attorney-in-Fact for Gemma Lionello

Key filing fact

Gemma Lionello filed Form 4 for NORDSTROM INC (JWN) on 20 May 2025.

Key facts

This page summarizes Gemma Lionello's Form 4 filing for NORDSTROM INC (JWN).
15 reported transactions and 9 derivative rows are listed below.
Accepted by SEC: 20 May 2025, 16:55.

Change

Previous filing in this sequence was filed on 12 Mar 2025.
Current net transaction value: $0.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reporting Owners (1)

CIK 0001577503 Primary reporting owner

Lionello Gemma

Relationship: President, Nordstrom Rack
Address: C/O NORDSTROM, INC., 1617 SIXTH AVENUE, SEATTLE
Signature: /s/ Brian B. DeFoe, Attorney-in-Fact for Gemma Lionello
Signature date: 20 May 2025

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -2,501
Change %: -2.7%
Price
Shares after: 91,467
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F2

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -6,882
Change %: -7.5%
Price
Shares after: 84,585
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F2

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -25,118
Change %: -30%
Price
Shares after: 59,467
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F2

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -25,907
Change %: -44%
Price
Shares after: 33,560
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F2

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -33,560
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F3

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -22,630
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By 401(k) Plan, per Plan statement dated 4/30/2025
Footnotes: F1, F4

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -10,806
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,806
Exercise price: $51.32
Footnotes: F1, F5

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -7,500
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,500
Exercise price: $40.50
Footnotes: F1, F5

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -5,927
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 5,927
Exercise price: $46.66
Footnotes: F1, F5

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -26,735
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 26,735
Exercise price: $45.33
Footnotes: F1, F5

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -7,420
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,420
Exercise price: $35.52
Footnotes: F1, F5

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -7,781
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 7,781
Exercise price: $25.68
Footnotes: F1, F5

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -9,882
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 9,882
Exercise price: $19.63
Footnotes: F1, F6

JWN transaction Derivative

Performance Share Units

Disposed to Issuer

Transaction value
Shares: -42,376
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 42,376
Exercise price
Footnotes: F1, F7, F8

JWN transaction Derivative

Performance Share Units

Disposed to Issuer

Transaction value
Shares: -27,440
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 27,440
Exercise price
Footnotes: F1, F7, F8

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Gemma Lionello is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 8 footnotes

Footnote 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").

Footnote 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.

Footnote 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.

Footnote F4

Represents shares of Common Stock held indirectly under the Nordstrom 401(k) Plan (the "401(k) Plan") which, at the Effective Time, were disposed pursuant to the Merger Agreement in exchange for the right to receive a cash payment of $24.25 per share in cash, with such cash reallocated and invested under an alternative investment option under the 401(k) Plan.

Footnote F5

Represents options which, under the Merger Agreement, immediately prior to the Effective Time, were cancelled in exchange for no consideration.

Footnote F6

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.

Footnote F7

Performance share units ("PSUs") represents a contingent right to receive one share of Common Stock.

Footnote F8

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.

SEC 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 her transactions in the equity securities of Nordstrom and therefore will no longer report any such transactions on Form 4 or Form 5.