Sec Form 4 Filing - NORDSTROM PETER E @ NORDSTROM INC - 2025-03-06

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
NORDSTROM PETER E
2. Issuer Name and Ticker or Trading Symbol
NORDSTROM INC [ JWN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) X __ Other (specify below)
Pres. & Chief Brand Officer/Member of 10% Owner Group
(Last) (First) (Middle)
C/O NORDSTROM, INC., 1617 SIXTH AVENUE
3. Date of Earliest Transaction (MM/DD/YY)
03/06/2025
(Street)
SEATTLE, WA98101
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 03/06/2025 A 69,178 ( 1 ) A $ 0 2,640,555 D
Common Stock 39,431 I By 401(k) Plan, per Plan statement dated 01/31/2025
Common Stock 529 I By wife 401(k) Plan, per Plan statement dated 01/31/2025
Common Stock 175,533 I By wife
Common Stock 24,530 I By self as trustee for benefit of child ( 2 )
Common Stock 24,530 I By self as trustee for benefit of second child ( 2 )
Common Stock 6,935,360 I By self as trustee of FWN Trust ( 2 )
Common Stock 1,555,200 I By self as trustee of EN Trust ( 2 )
Common Stock 47,518 I By self as trustee ( 3 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Share Units ( 4 ) 03/06/2025 A 73,272 03/10/2028 03/10/2028 Common Stock 73,272 $ 0 73,272 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
NORDSTROM PETER E
C/O NORDSTROM, INC.
1617 SIXTH AVENUE
SEATTLE, WA98101
X Pres. & Chief Brand Officer Member of 10% Owner Group
Signatures
/s/ Charles W. Riley, Jr., as Attorney-in-Fact for Peter E. Nordstrom 03/10/2025
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Restricted Stock Unit vesting in three equal annual installments commencing on March 6, 2026.
( 2 )Shares are held in trust with Reporting Person as trustee.
( 3 )Shares are held in trust with Reporting Person as trustee. The Reporting Person disclaims beneficial ownership of the securities held within this trust. This Form 4 shall not be deemed an admission that the reporting person is the beneficial owner of the securities held within this trust for purposes of Section 16 or for any other purpose.
( 4 )Each Performance Share Unit (PSU) represents a contingent right to receive 1 share of the Company's common stock. The PSUs may be earned over a 3-year period from FY 2025 through FY 2027, depending on the achievement of certain metrics. The percentage of PSUs that will actually be earned at the end of each year within the 3-year period is based upon the achievement of pre-established performance measures that year. One third of the total target number of PSUs will be allocated to three separate 1-year performance cycles. The minimum percentage of PSUs that can be earned at the end of each year is 0% and the maximum is 175% based on achievement of pre-established performance measures at the end of each year. The total percentage of PSUs that can be earned at the end of the 3-year period ranges from 0%-175%.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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