Form 4: Nordstrom Chief Operating Officer Alexis DePree Reports Cancellation and Conversion of Securities Following Merger

Alexis DePree, Nordstrom's Chief Operating Officer, reports the cancellation and conversion of common stock, restricted stock units, stock options, and performance share units into cash equivalents following the merger with Nordstrom Holdings, Inc.

Summary

• Alexis DePree, Chief Operating Officer of Nordstrom, filed a Form 4 detailing changes in beneficial ownership following the merger of Nordstrom, Inc. with Nordstrom Holdings, Inc.
• The merger, effective May 20, 2025, resulted in Nordstrom becoming a wholly-owned subsidiary of Nordstrom Holdings, Inc., leading to the delisting of Nordstrom's common stock from the New York Stock Exchange.
• DePree's holdings, including common stock, restricted stock units (RSUs), employee stock options, and performance share units (PSUs), were either cancelled or converted into the right to receive cash payments.
• Common stock was converted into the right to receive $24.25 per share.
• RSUs and PSUs were converted into the contingent right to receive $24.50 per share, subject to the original vesting terms.
• Employee stock options were either converted into the contingent right to receive cash based on the difference between $24.50 and the exercise price, or cancelled for no consideration.
• Following the merger, DePree will no longer be subject to Section 16 reporting requirements related to Nordstrom's equity securities.

Sentiment

Score: 6

Explanation: The document is a standard regulatory filing related to a merger. The sentiment is neutral as it primarily reports factual information about the transaction and its impact on the reporting person's holdings.

Negatives

• Nordstrom's common stock has been delisted from the New York Stock Exchange.

Future Outlook

Following the merger, Nordstrom will operate as a private company under Nordstrom Holdings, Inc.

Industry Context

The merger reflects a trend of retail companies seeking private equity investment to navigate challenging market conditions and pursue long-term strategic goals away from public market pressures.

Comparison to Industry Standards

• The conversion of equity awards into cash equivalents is a standard practice in mergers and acquisitions.
• The valuation of $24.25 per share for common stock and $24.50 for RSUs and PSUs would need to be compared to industry benchmarks and precedent transactions to assess fairness.
• Similar transactions, such as the acquisition of Neiman Marcus by Ares Management and the Canada Pension Plan Investment Board, involved similar conversions of equity awards.

Stakeholder Impact

• Shareholders received $24.25 per share in cash.
• Employees with unvested RSUs and PSUs will receive cash payments subject to the original vesting terms.
• The company will operate as a private entity.

Key Dates

Keywords

Merger, Nordstrom, Alexis DePree, Form 4, Beneficial Ownership, Securities, RSU, PSU, Stock Options, Delisting