0000072333-24-000025.txt : 20240311 0000072333-24-000025.hdr.sgml : 20240311 20240311164753 ACCESSION NUMBER: 0000072333-24-000025 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240307 FILED AS OF DATE: 20240311 DATE AS OF CHANGE: 20240311 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DePree Alexis CENTRAL INDEX KEY: 0001839053 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15059 FILM NUMBER: 24738781 MAIL ADDRESS: STREET 1: C/O NORDSTROM, INC. STREET 2: 1617 SIXTH AVENUE CITY: SEATTLE STATE: WA ZIP: 98101 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: NORDSTROM INC CENTRAL INDEX KEY: 0000072333 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-FAMILY CLOTHING STORES [5651] ORGANIZATION NAME: 07 Trade & Services IRS NUMBER: 910515058 STATE OF INCORPORATION: WA FISCAL YEAR END: 0203 BUSINESS ADDRESS: STREET 1: 1617 SIXTH AVENUE CITY: SEATTLE STATE: WA ZIP: 98101-4407 BUSINESS PHONE: 2066282111 MAIL ADDRESS: STREET 1: 1617 SIXTH AVENUE CITY: SEATTLE STATE: WA ZIP: 98101 FORMER COMPANY: FORMER CONFORMED NAME: NORDSTROM BEST INC DATE OF NAME CHANGE: 19730611 4 1 wk-form4_1710190063.xml FORM 4 X0508 4 2024-03-07 0 0000072333 NORDSTROM INC JWN 0001839053 DePree Alexis C/O NORDSTROM, INC. 1617 SIXTH AVENUE SEATTLE WA 98101 0 1 0 0 Chief Supply Chain Officer 0 Common Stock 2024-03-07 4 A 0 63751 0 A 199718 D Common Stock 2024-03-10 4 F 0 2660 17.06 D 197058 D Performance Share Units 2024-03-07 4 A 0 69524 0 A 2027-03-10 2027-03-10 Common Stock 69524 69524 D Restricted Stock Unit vesting in three equal annual installments commencing on March 10, 2025. The number of RSUs awarded is a function of established long-term incentive award levels, an RSU long-term incentive (LTI) percentage, and the fair value of an RSU. The fair value of an RSU is calculated as the stock price as of the effective date less the present value of Company stock dividends over the vesting period. This calculation requires the input of certain assumptions, including the risk-free interest rate and the expected Company stock dividends. The formula for determining the number of RSUs granted is: number of RSUs = (base pay x RSU LTI%) / RSU fair value. Represents shares withheld to satisfy the tax obligation in connection with the vesting of RSUs. The transaction is exempt pursuant to Rule 16b-3(e) of the '34 Act. 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 2024 through FY 2026, depending on the achievement of certain metrics. The number of PSUs to be awarded is a function of established long-term incentive award levels, a PSU LTI% and the fair value of a PSU. The fair value of a PSU is calculated as the stock price as of the effective date less the present value of Company stock dividends over the vesting period. This calculation requires the input of certain assumptions, including the risk-free interest rate and the expected Company stock dividends. The formula for determining the number of PSUs granted is: number of PSUs = (base pay x PSU LTI%) / PSU fair value. The percentage of PSUs that will actually be earned at the end of each year within the 3-year period is based upon the Company's sales and earnings before interest and tax (EBIT) margin results over 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 against Company sales and earnings before interest and tax (EBIT) margin results 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%. Brian B. DeFoe, Attorney-in-Fact for Alexis DePree 2024-03-11