Form 4: Nordstrom Director Kristen Green Reports Share Cancellation and Resignation Following Merger

Kristen Green, a Nordstrom director, reported the cancellation of her shares and resignation from the board following the completion of the merger with Nordstrom Holdings, Inc.

Summary

• On May 20, 2025, Kristen Green, 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., completed on the same day.
• As a result of the merger, Acquisition Sub merged with and into Nordstrom, with Nordstrom surviving as a wholly owned subsidiary of Parent.
• Green's shares of Common Stock were cancelled and converted into the right to receive $24.25 per share in cash.
• Following the merger, the Common Stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
• Kristen Green has resigned from the Board of Directors of Nordstrom, Inc. and is no longer subject to Section 16 reporting requirements.

Sentiment

Score: 6

Explanation: Neutral sentiment as the document primarily reports factual information about the completion of a merger and related events. The delisting could be seen as slightly negative, but it's a standard outcome of such transactions.

Negatives

• Nordstrom's Common Stock will be delisted from the New York Stock Exchange.

Future Outlook

The company will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Industry Context

This announcement reflects a trend of companies going private through mergers and acquisitions, often to restructure or pursue long-term strategies away from public market pressures.

Comparison to Industry Standards

• Comparable transactions include other retail companies that have been acquired by private equity firms or strategic investors.
• The $24.25 per share payout should be compared to the average premium paid in similar retail acquisitions to assess fairness.
• The delisting of Nordstrom's stock is a common consequence of such mergers, aligning with industry standards for companies going private.

Management Changes

Stakeholder Impact

• Shareholders received $24.25 per share in cash.
• Employees may experience changes as the company transitions to private ownership.
• The company's strategic direction could shift under new ownership.

Key Dates

Keywords

Merger, Nordstrom, Director Resignation, Form 4, Share Cancellation, Delisting, Kristen Green