8-K: Nordstrom Announces Temporary Trading Suspension for Employee Benefit Plans Due to Merger

Nordstrom, Inc. announces a temporary blackout period for its 401(k) plan in anticipation of the merger with Norse Holdings, Inc., restricting certain transactions involving company stock.

Summary

• Nordstrom, Inc. has announced a temporary suspension of trading under its employee benefit plans due to the pending merger with Norse Holdings, Inc.
• The blackout period is necessary to ensure all transactions in Nordstrom's common stock within the 401(k) plan are completed before the merger's effective time.
• The blackout period is estimated to begin on May 15, 2025, at 4:00 p.m. Eastern Time and end during the week of May 18, 2025, assuming the merger closes that week.
• The exact dates are subject to change based on the actual closing date of the merger.
• During the blackout period, plan participants with company stock in their accounts will be restricted from completing certain transactions, including loans, withdrawals, distributions, exchanges, or transfers involving the Nordstrom Stock Fund.
• Directors and executive officers are also subject to trading prohibitions during the blackout period, as mandated by the Sarbanes-Oxley Act of 2002 and Regulation BTR.
• A notice was sent to directors and executive officers on April 21, 2025, informing them of the blackout period and trading restrictions.
• Information regarding the blackout period, including actual start and end dates, can be obtained by contacting Nordstrom's Chief Legal Officer.

Sentiment

Score: 7

Explanation: The announcement is procedural and related to a previously disclosed merger. While it restricts trading for some, it's a necessary step for the transaction.

Positives

• The company is taking necessary steps to ensure compliance with regulations during the merger process.
• Affected parties are being notified of the blackout period and trading restrictions.

Negatives

• Plan participants will face temporary restrictions on accessing or trading their Nordstrom stock within the 401(k) plan.
• Directors and executive officers face trading prohibitions during the blackout period.

Risks

• The exact dates of the blackout period are uncertain and depend on the merger's closing date.
• Violations of trading prohibitions could result in penalties for directors and executive officers.

Future Outlook

The merger with Norse Holdings, Inc. is expected to proceed, pending shareholder approval and satisfaction of closing conditions. The blackout period is a temporary measure related to this transaction.

Management Comments

• Ann Munson Steines, Chief Legal Officer, General Counsel and Corporate Secretary, is the contact person for inquiries regarding the blackout period.

Industry Context

Mergers and acquisitions often trigger temporary suspensions of trading in company stock within employee benefit plans to ensure compliance and proper administration during the transition.

Comparison to Industry Standards

• Blackout periods are a common practice during mergers and acquisitions to protect plan participants and ensure regulatory compliance.
• Companies like Macy's and Kohl's have implemented similar blackout periods during corporate transactions.
• The length and scope of the blackout period are generally determined by the complexity of the transaction and the structure of the employee benefit plans.

Stakeholder Impact

• Shareholders will vote on the merger agreement.
• Employees participating in the 401(k) plan will experience a temporary blackout period.
• Directors and executive officers will be subject to trading restrictions during the blackout period.

Next Steps

• Shareholder vote on the merger agreement.
• Closing of the merger transaction.
• Implementation of the blackout period.
• Removal of the Nordstrom Stock Fund as an investment option in the Plan.

Key Dates

Keywords

Merger, Blackout Period, Nordstrom, Trading Restrictions, 401(k) Plan, Sarbanes-Oxley Act, Regulation BTR, Norse Holdings, Common Stock