Form 4: Nordstrom Director Atticus Tysen Reports Share Cancellation and Resignation Following Merger
SEC Form 4 Filing
Atticus Tysen, a Nordstrom director, reports the cancellation of his shares and resignation from the board following the completion of the merger with Nordstrom Holdings, Inc.
Summary
- On May 20, 2025, Atticus Tysen, a director of Nordstrom, Inc., filed a Form 4 to report changes in beneficial ownership.
- This filing is related to the merger between Nordstrom, Inc. and Nordstrom Holdings, Inc., which was completed on May 20, 2025.
- As a result of the merger, Nordstrom, Inc. became a wholly-owned subsidiary of Nordstrom Holdings, Inc.
- Tysen's shares of Nordstrom common stock were cancelled and converted into the right to receive $24.25 per share in cash.
- Following the completion 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.
- Atticus Tysen has resigned from the Board of Directors of Nordstrom, Inc. and is no longer subject to Section 16 reporting requirements.
Sentiment
Score: 7
Explanation: The document is factual and reports the completion of a merger. The sentiment is neutral, reflecting the completion of a pre-arranged transaction. The cash payment to shareholders is a positive.
Positives
- Shareholders received $24.25 per share in cash as part of the merger agreement.
Negatives
- Nordstrom's common stock will be delisted from the New York Stock Exchange.
Future Outlook
The company will be a wholly owned subsidiary of Parent and will be delisted from the New York Stock Exchange.
Industry Context
This announcement reflects a trend of retail companies undergoing mergers and acquisitions to adapt to changing market conditions and consumer preferences. Delisting from public exchanges can provide companies with greater flexibility in decision-making and strategic direction.
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| Director | Atticus Tysen | N/A | May 20, 2025 | Resignation following the completion of the merger. |
Stakeholder Impact
- Shareholders received cash for their shares.
- The company will operate as a private entity.
Key Dates
| Date | Description |
|---|---|
| December 22, 2024 | Date of the Agreement and Plan of Merger between Nordstrom, Inc., Nordstrom Holdings, Inc., and Navy Acquisition Co. Inc. |
| May 20, 2025 | Date of the merger's completion, share cancellation, delisting, and director's resignation. |
Keywords
Merger, Nordstrom, Form 4, Beneficial Ownership, Delisting, Director Resignation, Share Cancellation
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