Form 4: Nordstrom Inc. Major Shareholder Dunn Transfers Shares to Parent Company Following Merger

Susan E. Dunn, a member of a 10% owner group of Nordstrom Inc., transferred a significant number of shares to Nordstrom Holdings, Inc. (Parent) following the completion of a merger on May 20, 2025.

Summary

• On May 20, 2025, Susan E. Dunn, a member of a 10% owner group, filed a Form 4 indicating changes in beneficial ownership of Nordstrom Inc. (JWN) stock.
• This filing is related to the merger agreement dated December 22, 2024, between Nordstrom, Nordstrom Holdings (Parent), and Navy Acquisition Co. Inc. (Acquisition Sub).
• Acquisition Sub merged with Nordstrom, with Nordstrom surviving as a wholly-owned subsidiary of Parent.
• 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.
• Dunn transferred 290,769 shares of Common Stock directly to Parent.
• Dunn also transferred 743,420 shares of Common Stock held in trust to Parent.
• These shares were exchanged for newly issued shares of common stock of Parent, according to the Rollover, Voting and Support Agreement.

Sentiment

Score: 6

Explanation: The document describes a standard corporate transaction (merger and share transfer). While delisting might be seen as slightly negative, the overall sentiment is neutral as it's a planned event.

Negatives

• Nordstrom's Common Stock will be delisted from the New York Stock Exchange as a result of the merger.

Risks

• The delisting of Nordstrom's Common Stock from the New York Stock Exchange could impact the liquidity and valuation of the stock.

Future Outlook

The document indicates that Nordstrom will operate as a wholly-owned subsidiary of Nordstrom Holdings, Inc. following the completion of the merger.

Industry Context

This announcement reflects a trend of companies undergoing mergers and acquisitions to restructure their operations or gain a competitive advantage. The delisting from the NYSE is a common consequence of such transactions when the company becomes privately held or a subsidiary.

Stakeholder Impact

• Shareholders of Nordstrom Inc. will no longer have their shares publicly traded on the NYSE.
• The company will operate as a wholly-owned subsidiary of Nordstrom Holdings, Inc.

Key Dates

Keywords

Merger, Nordstrom, Share Transfer, Beneficial Ownership, Form 4, Delisting, Nordstrom Holdings, JWN