Filing Details

Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On May 16, 2025, at a special meeting of the Company's shareholders, the Company's shareholders voted on a proposal to approve the Merger Agreement (as defined below). On May 20, 2025, pursuant to the terms of that certain Agreement and Plan of Merger, dated December 22, 2024 (the "Merger Agreement"), by and among the Company, Nordstrom Holdings, Inc., a Delaware corporation (formerly Norse Holdings, Inc.) ("Parent"), and Navy Acquisition Co. Inc. ("Acquisition Sub"), a Washington corporation and a wholly-owned subsidiary of Parent, Acquisition Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. On May 20, 2025, the Company filed the Articles of Merger with the Secretary of State of the State of Washington, pursuant to which the Merger became effective. Immediately prior to the Effective Time (as defined in the Merger Agreement), (i) certain members of the Nordstrom family (the "Family Group") contributed an aggregate of approximately 51.6 million shares of Company Common Stock owned directly or indirectly by members of the Family Group pursuant to and in accordance with the terms of the Family Group's Rollover and Support Agreement, as amended, (ii) Liverpool contributed approximately 15.8 million shares of Company Common Stock owned directly or indirectly by it pursuant to and in accordance with the terms of the Liverpool Rollover and Support Agreement (such shares contributed by the Family Group and Liverpool, collectively, the "Rollover Shares") and (iii) Liverpool contributed approximately $863.3 million, in each case to Parent in exchange for common stock of Parent. At the Effective Time, each share of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than any shares of Company Common Stock owned by the Company or its wholly owned subsidiaries (the "Owned Company Shares"), the Rollover Shares, and shares of Company Common Stock held by shareholders who have complied with all the provisions of the Washington Business Corporation Act concerning dissenters' rights with respect to the Merger Agreement) were cancelled and converted into the right to receive $24.25 per share of Company Common Stock in cash, without interest and less any required tax withholdings. On May 15, 2025, the board of directors of the Company declared a special cash dividend to holders of Company Common Stock, contingent upon the closing of the Merger and payable to shareholders of record as of the close of business on May 19, 2025, in an amount equal to $0.25 per share of Company Common Stock (the "Special Dividend Amount"), to be paid on May 27, 2025. On the same date, the board of directors of the Company also declared a "stub period" cash dividend to holders of Company Common Stock, contingent upon the closing of the Merger and payable to shareholders of record as of the close of business on May 19, 2025, in an amount equal to $0.1462 per share of Company Common Stock, to be paid on May 27, 2025. At the Effective Time, each of the Owned Company Shares and the Rollover Shares were automatically cancelled and retired and ceased to exist as issued or outstanding shares, and no consideration or payment was delivered in exchange therefore or in respect thereof. In addition, pursuant to the Merger Agreement, immediately prior to the Effective Time: * each outstanding and unexercised vested option to purchase shares of Company Common Stock ("Option") was, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of an Option award, cancelled and converted into the right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the total number of shares of Company Common Stock subject to such cancelled vested Option, multiplied by (2) the excess, if any, of (a) $24.50 (which is the sum of the Merger Consideration plus the Special Dividend Amount) over (b) the exercise price per share of Company Common Stock subject to such cancelled vested Option; provided, however, that each vested Option for which the exercise price per share of Company Common Stock was equal to or greater than $24.50 was cancelled in exchange for no consideration; * each unvested Option was, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of an Option award, cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the total number of shares of Company Common Stock subject to such cancelled unvested Option, multiplied by (2) the excess, if any, of (a) $24.50 over (b) the exercise price per share of Company Common Stock subject to such cancelled unvested Option; provided, however, that the cash received for any unvested Option continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as applied to the corresponding unvested Option immediately prior to the Effective Time, subject to certain exceptions set forth in the Merger Agreement; provided, further, each unvested Option for which the exercise price per share of Company Common Stock was equal to or greater than $24.50 was cancelled in exchange for no consideration; * each outstanding vested restricted stock unit with respect to shares of Company Common Stock ("RSU") was, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of an RSU award, cancelled and converted into the right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Company Common Stock subject to such vested RSU, multiplied by (2) $24.50; * each outstanding unvested RSU was, except as otherwise agreed to in writing prior to the Effective Time by Parent, the Company and a holder of an RSU award, cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Company Common Stock subject to such unvested RSU, multiplied by (2) $24.50, provided, however, that the cash received for any unvested RSU continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as such RSU, subject to certain exceptions set forth in the Merger Agreement; * each outstanding vested performance-based restricted stock unit with respect to shares of Company Common Stock ("PSU") was cancelled and converted into the right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Company Common Stock that vested with respect to such PSU multiplied by (2) $24.50; * each outstanding unvested PSU was cancelled and converted into the contingent right to receive a payment in cash of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Company Common Stock subject to such unvested PSU (as eventually determined based on actual performance for the applicable performance period based on the applicable terms of such unvested PSU) multiplied by (2) $24.50; provided, however, that the cash received for any unvested PSU continues to have, and be subject to, the same terms and conditions (including with respect to vesting and timing of payment) as such PSU, subject to certain exceptions set forth in the Merger Agreement; and * any portion of a PSU not described above was cancelled for no consideration. As a result of the Merger and the other transactions contemplated by the Merger Agreement, the Reporting Person no longer beneficially owns any shares of Company Common Stock. In connection with the closing of the Merger, on the Closing Date, the Company notified the New York Stock Exchange (the "NYSE") of its intent to remove the Company Common Stock from listing on the NYSE and requested that the NYSE (i) suspend trading of the Company Common Stock on the NYSE prior to the opening of trading on May 21, 2025 and (ii) file a Notification of Removal of Listing and/or Registration on Form 25 with the SEC to delist and deregister the Company Common Stock under Section 12(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The delisting and deregistration under Section 12(b) of the Exchange Act will become effective 10 days after the filing of Form 25. The Company intends to file with the SEC a certification and notice on Form 15. The Company's reporting obligations under the Exchange Act will be suspended upon the Company's filing of the Form 15 with the SEC.

Item 5 is hereby amended and restated as follows: The information set forth in Item 4 and the cover page of this Schedule 13D is hereby incorporated by reference into this Item 5. As of the date hereof, the Reporting Person does not beneficially own any shares of Company Common Stock.

See Item 5(a) above.

Immediately prior to the Effective Time, Graciano F. Guichard beneficially owned 4,845 shares of Company Common Stock and Pablo Guichard beneficially owned 515 shares of Company Common Stock. At the Effective Time, each of Graciano F. Guichard and Pablo Guichard had their shares of Company Common Stock that they respectively owned cancelled and converted into the right to receive the Merger Consideration. Except as set forth in this Schedule 13D/A, the Reporting Person has not effected any other transaction in Company Common Stock in the past 60 days.

Not applicable.

As of the Effective Time, the Reporting Person ceased to be a beneficial owner of more than five percent of outstanding shares of Company Common Stock.