Peter E. Nordstrom - 20 May 2025 Form 4 Insider Report for NORDSTROM INC (JWN)

Reporting relationship: Pres. & Chief Brand Officer, Director, Member of 10% Owner Group
Issuer ticker: JWN
Reported as of: 20 May 2025
Net transaction value: $0
SEC form: 4
Accepted by SEC: 20 May 2025, 17:33:44 UTC
Prior SEC filing: 12 Mar 2025
Source filing: View source filing
Reporting owner signature: /s/ Charles W. Riley, Jr., as Attorney-in-Fact for Peter E. Nordstrom

Key filing fact

Peter E. Nordstrom filed Form 4 for NORDSTROM INC (JWN) on 20 May 2025.

Key facts

This page summarizes Peter E. Nordstrom's Form 4 filing for NORDSTROM INC (JWN).
24 reported transactions and 11 derivative rows are listed below.
Accepted by SEC: 20 May 2025, 17:33.

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 0001183470 Primary reporting owner

NORDSTROM PETER E

Relationship: Pres. & Chief Brand Officer, Director, Member of 10% Owner Group
Address: C/O NORDSTROM, INC., 1617 SIXTH AVENUE, SEATTLE
Signature: /s/ Charles W. Riley, Jr., as Attorney-in-Fact for Peter E. Nordstrom
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: -66,593
Change %: -2.5%
Price
Shares after: 2,599,960
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F2

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -69,178
Change %: -2.7%
Price
Shares after: 2,530,782
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F2

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -2,940
Change %: -0.12%
Price
Shares after: 2,527,842
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F3

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -2,527,842
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Footnotes: F1, F4

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -39,737
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By 401(k) Plan, per Plan statement dated 04/30/2025
Footnotes: F1, F3

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -533
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By wife 401(k) Plan, per Plan statement dated 04/30/2025
Footnotes: F1, F3

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -175,533
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By wife
Footnotes: F1, F4

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -24,530
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By self as trustee for benefit of child
Footnotes: F1, F4, F5

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -24,530
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By self as trustee for benefit of second child
Footnotes: F1, F4, F5

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -2,146,395
Change %: -31%
Price
Shares after: 4,788,965
Date: 20 May 2025
Ownership: By self as trustee of FWN Trust
Footnotes: F1, F3, F5

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -4,788,965
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By self as trustee of FWN Trust
Footnotes: F1, F4, F5

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -1,555,200
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By self as trustee of EN Trust
Footnotes: F1, F4, F5

JWN transaction

Common Stock

Disposed to Issuer

Transaction value
Shares: -47,518
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: By self as trustee
Footnotes: F1, F4, F6

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: -82,141
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 82,141
Exercise price: $51.32
Footnotes: F1, F7

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -10,838
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 10,838
Exercise price: $40.50
Footnotes: F1, F7

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -38,653
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 38,653
Exercise price: $46.66
Footnotes: F1, F7

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -73,069
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 73,069
Exercise price: $45.33
Footnotes: F1, F7

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -147,407
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 147,407
Exercise price: $26.79
Footnotes: F1, F7

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -245,829
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 245,829
Exercise price: $14.79
Footnotes: F1, F8

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -102,506
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 102,506
Exercise price: $25.68
Footnotes: F1, F7

JWN transaction Derivative

Employee Stock Option (right to buy)

Disposed to Issuer

Transaction value
Shares: -130,194
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 130,194
Exercise price: $19.63
Footnotes: F1, F9

JWN transaction Derivative

Performance Share Units

Disposed to Issuer

Transaction value
Shares: -95,383
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 95,383
Exercise price
Footnotes: F1, F10, F11

JWN transaction Derivative

Performance Share Units

Disposed to Issuer

Transaction value
Shares: -113,156
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 113,156
Exercise price
Footnotes: F1, F10, F11

JWN transaction Derivative

Performance Share Units

Disposed to Issuer

Transaction value
Shares: -73,272
Change %: -100%
Price
Shares after: 0
Date: 20 May 2025
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 73,272
Exercise price
Footnotes: F1, F10, F11

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

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

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

Explanation of responses 11 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 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.

Footnote F5

Shares are held in trust with Reporting Person as trustee.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote 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.

Footnote F10

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

Footnote 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.