Form 4: Nordstrom CLO Ann Munson Steines Reports Cancellation of Equity Awards Following Merger

Ann Munson Steines, CLO, GC & Corp. Secretary of Nordstrom, reports the cancellation and conversion of stock options, restricted stock units (RSUs), and performance share units (PSUs) into cash payments following the completion of the merger with Nordstrom Holdings, Inc.

Summary

• On May 20, 2025, Nordstrom completed its merger with Nordstrom Holdings, Inc., resulting in the company becoming a wholly-owned subsidiary.
• As a result of the merger, Nordstrom's Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
• Ann Munson Steines, CLO, GC & Corp. Secretary, reported the cancellation and conversion of her equity awards into cash payments.
• Unvested restricted stock units (RSUs) were cancelled and converted into the right to receive $24.50 per share.
• Shares of Common Stock were cancelled and converted into the right to receive $24.25 per share.
• Outstanding options were cancelled and converted into the right to receive the excess of $24.50 over the exercise price per share.
• Performance share units (PSUs) were cancelled and converted into the right to receive $24.50 per share, based on the applicable performance period.
• Following the merger, Steines will no longer be subject to Section 16 reporting requirements.

Sentiment

Score: 6

Explanation: The document is neutral in tone, simply reporting the facts of the merger and its impact on equity holdings. The sentiment is moderately positive as the merger provides liquidity to equity holders.

Positives

• The merger provides liquidity to equity award holders through cash payments.
• The completion of the merger simplifies the company's structure.

Negatives

• The delisting from the New York Stock Exchange may reduce the visibility of Nordstrom to public investors.
• Equity award holders no longer have the potential for future stock appreciation.

Risks

• The success of Nordstrom as a wholly-owned subsidiary depends on the strategies and decisions of Nordstrom Holdings, Inc.
• The cash payments for equity awards may have tax implications for the recipients.

Future Outlook

The document does not contain specific forward-looking statements about Nordstrom's future performance as a private company.

Industry Context

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

Comparison to Industry Standards

• Similar transactions in the retail sector include the acquisition of Neiman Marcus by Ares Management and the Canada Pension Plan Investment Board, and the acquisition of Claire's by Apollo Global Management.
• These deals often involve taking companies private to facilitate restructuring and strategic changes without the scrutiny of public markets.
• The conversion of equity awards into cash is a standard practice in merger transactions to compensate employees and executives for the loss of potential future stock appreciation.

Stakeholder Impact

• Shareholders receive cash for their shares.
• Employees with equity awards receive cash payments.
• The company will operate as a private entity under Nordstrom Holdings, Inc.

Key Dates

Keywords

merger, Nordstrom, equity awards, RSUs, PSUs, stock options, delisting, Section 16, Ann Munson Steines