Form 4: Nordstrom Executive Peter E. Nordstrom Disposes of Shares and Options in Merger Transaction

Peter E. Nordstrom, President & Chief Brand Officer of Nordstrom, reports the cancellation and conversion of shares, options, and restricted stock units (RSUs) into cash as part of the merger with Nordstrom Holdings, Inc.

Summary

• Peter E. Nordstrom, a director and officer of Nordstrom Inc., filed a Form 4 detailing changes in his beneficial ownership due to the merger between Nordstrom and Nordstrom Holdings, Inc.
• The merger, effective May 20, 2025, resulted in the delisting of Nordstrom's common stock from the New York Stock Exchange.
• As part of the merger agreement, Nordstrom's shares were converted into the right to receive $24.25 per share in cash.
• Unvested restricted stock units (RSUs) were cancelled and converted into the contingent right to receive a cash payment of $24.50 per share, subject to the original vesting terms.
• Outstanding vested and unvested employee stock options were cancelled.
• Vested options were converted into the right to receive a cash payment equal to the difference between $24.50 and the exercise price per share.
• Unvested options were converted into the contingent right to receive a similar cash payment, subject to the original vesting terms.
• Performance share units (PSUs) were cancelled and converted into the contingent right to receive a cash payment of $24.50 per share, subject to the original vesting terms.

Sentiment

Score: 6

Explanation: The document is a factual report of transactions related to a merger. The sentiment is neutral as it simply describes the financial implications of the merger for a specific executive.

Negatives

• Peter E. Nordstrom's holdings of stock options and shares in Nordstrom were eliminated as part of the merger.

Future Outlook

Following the merger, Nordstrom will operate as a wholly-owned subsidiary of Nordstrom Holdings, Inc.

Industry Context

The merger reflects a trend of retail companies seeking strategic alternatives, including going private, to navigate changing market conditions and invest in long-term growth.

Stakeholder Impact

• Shareholders received $24.25 per share in cash.
• Executives like Peter E. Nordstrom had their stock options and RSUs converted to cash or contingent cash rights.

Key Dates

Keywords

Form 4, Nordstrom, Merger, Beneficial Ownership, Peter E. Nordstrom, Stock Options, RSUs, PSUs, JWN