8-K
filed May 20, 2025, 7:59 PM ET
CIK 0000072333
M&A
confidence high
sentiment neutral
materiality 1.00
NORDSTROM INC: M&A transaction — Nordstrom acquired by family & Liverpool for $24.25/sh; delisting from NYSE
NORDSTROM INC
- All-cash acquisition closed at $24.25/share; shareholders also receive combined $0.3962/share in dividends.
- Total purchase price ~$2.4B; funded by $863M Liverpool cash, $367M shareholder loan, $450M ABL draw, $1.01B company cash.
- Erik and Pete Nordstrom become Co-CEOs; board replaced with Erik as sole director.
- Common stock to cease trading on NYSE before May 21, 2025; will be delisted.
- New $1.2B ABL facility entered; $450M drawn; supplemental indentures guarantee existing notes.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Guy B. Persaud departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Bradley D. Tilden departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Atticus N. Tysen departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter E. Nordstrom changed role as Co-Chief Executive Officer at NORDSTROM INC.
- Action
- assumed the role of Co-Chief Executive Officer
- Role
- Co-Chief Executive Officer
Exact text from the filing
Messrs. Erik B. Nordstrom and Peter E. Nordstrom entered into agreements with the Company pursuant to which they assumed the roles of Co-Chief Executive Officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Glenda G. McNeal departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Mark J. Tritton departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Peter E. Nordstrom departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Eric D. Sprunk departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Amie Thuener O’Toole departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
James L. Donald departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Erik B. Nordstrom changed role as Co-Chief Executive Officer at NORDSTROM INC.
- Action
- assumed the role of Co-Chief Executive Officer
- Role
- Co-Chief Executive Officer
Exact text from the filing
Messrs. Erik B. Nordstrom and Peter E. Nordstrom entered into agreements with the Company pursuant to which they assumed the roles of Co-Chief Executive Officers of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Erik B. Nordstrom was appointed as Sole Director at NORDSTROM INC.
- Action
- automatically became
- Role
- Sole Director
Exact text from the filing
Erik B. Nordstrom automatically became the sole director of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Kristen A. Green departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Erik B. Nordstrom departed as director at NORDSTROM INC.
- Action
- ceased to be a member of the board
- Role
- director
Exact text from the filing
each of the directors of the Company (James L. Donald, Kristen A. Green, Glenda G. McNeal, Erik B. Nordstrom, Peter E. Nordstrom, Amie Thuener O’Toole, Guy B. Persaud, Eric D. Sprunk, Bradley D. Tilden, Mark J. Tritton and Atticus N. Tysen) automatically ceased to be a member of the board of directors of the Company
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
NORDSTROM INC: Amended and restated articles of incorporation in connection with merger.
- Change
- charter amendment
Exact text from the filing
At the Effective Time, the Amended and Restated Articles of Incorporation of the Company, as in effect immediately prior to the Merger, was amended and restated to be in the form of the articles of incorporation attached as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.95
NORDSTROM INC: Amended and restated bylaws in connection with merger.
- Change
- bylaw amendment
Exact text from the filing
In addition, at the Effective Time, the Bylaws, as amended and restated, of the Company, as in effect immediately prior to the Merger, were amended and restated to be in the form of the bylaws attached as Exhibit 3.2 to this Current Report on Form 8-K, which are incorporated herein by reference.
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
NORDSTROM INC underwent a change of control involving Nordstrom Holdings, Inc. (Parent) and Acquisition Sub, formed by the Family Group and El Puerto de Liverpool S.A.B. de C.V. for $24.25 per share in cash plus $0.25 special dividend and $0.1462 stub period dividend (closed 2025-05-20).
- Action
- change of control
- Counterparty
- Nordstrom Holdings, Inc. (Parent) and Acquisition Sub, formed by the Family Group and El Puerto de Liverpool S.A.B. de C.V.
- Consideration
- $24.25 per share in cash plus $0.25 special dividend and $0.1462 stub period dividend
- Closing
- 2025-05-20
Exact text from the filing
provisions of the Washington Business Corporation Act concerning dissenters’ rights with respect to the Merger Agreement) was cancelled and converted into the right to receive $24.25 per share of Company Common Stock in cash (the “ Merger Consideration ”), without interest and less any required tax withholdings. As of the Effective Time, the Owned Company
View on SEC.gov
This headline and bullets were generated automatically by deepseek-v4-flash:cloud@v2 from the public filing. Read the source on SEC.gov before relying on any specific claim. Not investment advice.
See methodology for how this pipeline works.