--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-25-050982" form_type: "8-K" ticker: null cik: "0000072333" company_name: "NORDSTROM INC" filed_at: "2025-05-20T23:59:59+00:00" generated_at: "2026-05-21T00:46:26.240070+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 1.0 calibrated_materiality_score: 1.0 confidence: "high" source: SEC EDGAR --- # Nordstrom acquired by family & Liverpool for $24.25/sh; delisting from NYSE ## Summary - 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. ## SEC filing metadata - accession: 0001104659-25-050982 - form_type: 8-K - cik: 0000072333 - company_name: NORDSTROM INC - filed_at: 2025-05-20T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 1.0 - calibrated_materiality_score: 1.0 - confidence: high - sec_items: 1.01, 1.02, 2.01, 2.03, 3.01, 3.03, 5.01, 5.02, 5.03, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/tm2515470d12_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-25-050982 - JSON: https://secwatch.observer/filing/0001104659-25-050982.json - Plain text: https://secwatch.observer/filing/0001104659-25-050982.txt ## Key facts - Executive change Guy B. Persaud departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Bradley D. Tilden departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Atticus N. Tysen departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Glenda G. McNeal departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Mark J. Tritton departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Peter E. Nordstrom departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Eric D. Sprunk departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Amie Thuener O’Toole departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change James L. Donald departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Erik B. Nordstrom was appointed as Sole Director at NORDSTROM INC. - Action: automatically became - Role: Sole Director source text: Erik B. Nordstrom automatically became the sole director of the Company evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Kristen A. Green departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Executive change Erik B. Nordstrom departed as director at NORDSTROM INC. - Action: ceased to be a member of the board - Role: director source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Governance Changes NORDSTROM INC: Amended and restated articles of incorporation in connection with merger. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - Governance Changes NORDSTROM INC: Amended and restated bylaws in connection with merger. - Change: bylaw amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/72333/000110465925050982/0001104659-25-050982-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.