Form 4: Sara D. Nordstrom Reports Changes in Beneficial Ownership Following Nordstrom Inc. Merger

Sara D. Nordstrom, a member of a 10% owner group, reports changes in beneficial ownership of Nordstrom Inc. common stock following the merger with Navy Acquisition Co. Inc.

Summary

• Sara D. Nordstrom, identified as a member of a 10% owner group, filed a Form 4 detailing changes in her beneficial ownership of Nordstrom Inc. common stock.
• The filing is triggered by the merger of Navy Acquisition Co. Inc. into Nordstrom, Inc., with Nordstrom surviving as a wholly-owned subsidiary of Nordstrom Holdings, Inc. (formerly Norse Holdings, Inc.).
• 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.
• On May 20, 2025, Sara D. Nordstrom disposed of 69,806 shares of Nordstrom common stock.
• These shares were transferred to Parent in exchange for newly issued shares of common stock of Parent, according to the Merger Agreement and the Rollover, Voting and Support Agreement.

Sentiment

Score: 5

Explanation: Neutral sentiment as the document is a standard regulatory filing related to a previously announced merger.

Negatives

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

Risks

• The delisting and deregistration of Nordstrom's common stock may reduce liquidity and investor interest.

Future Outlook

The company will be a wholly owned subsidiary of Parent and will no longer be publicly traded.

Industry Context

This announcement reflects a trend of companies going private through mergers and acquisitions, often driven by private equity firms seeking to restructure or improve operations away from public market scrutiny.

Key Dates

Keywords

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