Form 4: Nordstrom Insider Anne E. Gittinger Reports Changes in Beneficial Ownership Following Merger

Anne E. Gittinger, a member of a 10% owner group of Nordstrom, reports changes in beneficial ownership due to the merger with Nordstrom Holdings, Inc.

Summary

• Anne E. Gittinger, a member of a 10% owner group of Nordstrom, filed a Form 4 detailing changes in beneficial ownership.
• The changes are a result of the merger between Nordstrom, Inc. and Nordstrom Holdings, Inc. (formerly Norse Holdings, Inc.).
• The merger was executed on May 20, 2025, following an agreement dated December 22, 2024.
• As a result of the merger, Nordstrom, Inc. became a wholly-owned subsidiary of Nordstrom Holdings, Inc.
• The common stock of Nordstrom will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.
• Gittinger transferred 13,846,274 shares of Common Stock to Parent in exchange for newly issued shares of common stock of Parent.
• Additionally, 3,359.93 shares of Common Stock were cancelled and converted into the right to receive $24.25 per share in cash.

Sentiment

Score: 6

Explanation: The sentiment is neutral as the document primarily reports a completed merger transaction. While delisting might be seen as negative, the cash payout provides some positive aspect for shareholders.

Negatives

• Nordstrom's common stock will be delisted from the New York Stock Exchange and deregistered under the Securities Exchange Act of 1934.

Future Outlook

Following the merger, Nordstrom will operate as a wholly-owned subsidiary of Nordstrom Holdings, Inc. and will be delisted from the NYSE.

Industry Context

The merger reflects a trend of retail companies seeking strategic alternatives, including going private, to navigate a challenging market environment and implement long-term strategies away from public market pressures.

Comparison to Industry Standards

• Comparing Nordstrom's merger to similar transactions, such as Neiman Marcus' leveraged buyout, provides context.
• Neiman Marcus' bankruptcy filing post-buyout highlights the risks associated with such deals.
• Kohl's considered a sale but ultimately remained public, illustrating the varied paths retailers take.
• Macy's has also faced pressure to unlock value through real estate or a potential sale, reflecting industry-wide challenges.

Stakeholder Impact

• Shareholders received $24.25 per share for converted shares.
• Employees may experience changes as the company transitions to private ownership.
• The company will be delisted from the NYSE.

Key Dates

Keywords

Merger, Beneficial Ownership, Nordstrom, Gittinger, Form 4, Delisting