UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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SCHEDULE 14A

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PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

Check the appropriate box:

Nordstrom, Inc.
(Name of Registrant as Specified In Its Charter)

N/A
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

1617 Sixth Avenue, Seattle, Washington 98101

[•], 2025

Dear Shareholder,

You are cordially invited to attend a special meeting of shareholders (together with any adjournment or postponement thereof, the “Special Meeting”) of Nordstrom, Inc., a Washington corporation (“Nordstrom”). The Special Meeting will be held on [•], 2025 at [•], Pacific Time. You may attend the Special Meeting via a live interactive webcast at www.virtualshareholdermeeting.com/JWN2025SM. You will be able to listen to the Special Meeting live and vote during the meeting. We believe that a virtual meeting provides expanded access, improved communication and cost savings for our shareholders.

At the Special Meeting, you will be asked to consider and vote on a proposal to approve the Agreement and Plan of Merger (as it may be amended, supplemented or modified from time to time, the “Merger Agreement”), dated as of December 22, 2024, by and among Nordstrom, Norse Holdings, Inc., a Delaware corporation (“Parent”), and Navy Acquisition Co. Inc., a Washington corporation and a direct, wholly owned subsidiary of Parent (“Acquisition Sub”). Parent and Acquisition Sub are affiliated with certain members of the Nordstrom family and related trusts and family-controlled investment vehicles (the “Family Group”) and El Puerto de Liverpool S.A.B. de C.V., a Mexican publicly traded corporation (sociedad anónima bursátil de capital variable) (“Liverpool” and, collectively with Parent, Acquisition Sub, the Family Group and their respective affiliates, the “Parent Parties”). Pursuant to the Merger Agreement, Acquisition Sub will merge with and into Nordstrom, with Nordstrom surviving as a wholly owned subsidiary of Parent (the “Merger”). At the Special Meeting, you will also be asked to consider and vote on a proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Nordstrom to its named executive officers in connection with the Merger (the “Compensation Proposal”), and a proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement (the “Adjournment Proposal”).

At the effective time of the Merger (the “Effective Time”), each share of Nordstrom’s common stock, no par value per share (“Nordstrom Common Stock”), issued and outstanding as of immediately prior to the Effective Time (subject to certain exceptions in the Merger Agreement, including shares to be contributed to Parent by the Family Group and Liverpool) will be cancelled and converted into the right to receive $24.25 per share of Nordstrom Common Stock in cash (the “Merger Consideration”), without interest and less any required tax withholdings. This amount represents a premium of approximately 42% to the Nordstrom Common Stock’s unaffected closing price per share on March 18, 2024, the last trading day prior to media speculation regarding a potential transaction. In addition, Nordstrom’s Board of Directors (the “Nordstrom Board”) intends to declare a special dividend of up to $0.25 per share (based on the amount of available cash on hand of Nordstrom and its subsidiaries) prior to and contingent on the closing of the Merger.

The proposed Merger is a “going private transaction” under the rules of the Securities and Exchange Commission. If the Merger is consummated, Nordstrom Common Stock will be delisted from the New York Stock Exchange and Nordstrom will become a privately held company that is wholly owned by Parent.

A Special Committee composed solely of independent and disinterested directors (the “Special Committee”) was formed by the Nordstrom Board and, with the assistance of its own independent financial and legal advisors, considered, evaluated and negotiated the Merger Consideration and the other terms of the Merger Agreement. The Special Committee unanimously (1) determined and declared that the Merger Agreement and the consummation by Nordstrom of the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nordstrom and its shareholders, (2) recommended that Nordstrom’s shareholders approve the Merger Agreement, the Compensation Proposal and the

Adjournment Proposal, and (3) recommended that the Nordstrom Board, among other things, (a) approve the Merger Agreement and, subject to receiving the Requisite Shareholder Approvals (as defined below), the consummation of the transactions contemplated thereby, including the Merger, and (b) recommend the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Nordstrom’s shareholders. The Nordstrom Board, acting on the unanimous recommendation of the Special Committee, unanimously (with Messrs. Erik and Peter Nordstrom recusing themselves), among other things, (1) determined and declared that the Merger Agreement and the consummation by Nordstrom of the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nordstrom and its shareholders, (2) approved the Merger Agreement and, subject to receiving the Requisite Shareholder Approvals, the consummation of the transactions contemplated thereby, including the Merger, and (3) upon the terms and subject to the conditions of the Merger Agreement, resolved to recommend the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Nordstrom’s shareholders. In addition, the Special Committee and the Nordstrom Board, on behalf of Nordstrom, each believes that the Merger is fair to Nordstrom’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Each of the Special Committee and the Nordstrom Board unanimously (with Messrs. Erik and Peter Nordstrom recusing themselves from the recommendation of the Nordstrom Board) recommends that you vote: (1) “FOR” the approval of the Merger Agreement, (2) “FOR” the compensation that will or may become payable by Nordstrom to its named executive officers in connection with the Merger, and (3) “FOR” the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.

Your vote is very important, regardless of the number of shares you own. Approval of the Merger Agreement requires the affirmative vote of (1) the holders of shares of Nordstrom Common Stock representing two-thirds of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting and (2) the holders of shares of Nordstrom Common Stock representing a majority of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting other than shares owned, directly or indirectly, by the Parent Parties or by any director or officer (within the meaning of Rule 16a-1(f) of the Exchange Act) of Nordstrom (together the “Requisite Shareholder Approvals”). Each record holder of Nordstrom Common Stock is entitled to one vote for each share of Nordstrom Common Stock owned of record as of the close of business on [•], 2025 (the “Record Date”).

If you fail to vote on the proposal to approve the Merger Agreement, the effect will be the same as a vote “AGAINST” the approval of the Merger Agreement.

The accompanying proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger, and the other proposals to be considered at the Special Meeting. A copy of the Merger Agreement is attached as Annex A to the proxy statement. The accompanying proxy statement also describes the actions and determinations of the Nordstrom Board and the Special Committee in connection with their evaluation of, among other things, the Merger Agreement and the Merger. Please read the proxy statement and its annexes, including the Merger Agreement, carefully and in their entirety, as they contain important information.

In connection with the execution of the Merger Agreement, the Family Group and Liverpool entered into Rollover, Voting and Support Agreements (the “Rollover and Support Agreements”) with Nordstrom and Parent, pursuant to which they agreed to vote all of their shares of Nordstrom Common Stock in favor of the approval of the Merger Agreement, subject to certain terms and conditions contained in the Rollover and Support Agreements. In addition, pursuant to the respective Rollover and Support Agreements and subject to the terms and conditions contained therein, each of the Family Group and Liverpool will contribute to Parent substantially all of their respective holdings of Nordstrom Common Stock, in exchange for common stock of Parent. As a result of the Merger, the shares of Nordstrom Common Stock contributed to Parent will be cancelled and extinguished without any conversion thereof or consideration paid therefor. Copies of the Rollover and Support Agreements are attached as Annex D and Annex E to the proxy statement.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the Internet or by telephone (using the instructions found on the proxy card) or mark, sign, date and return the enclosed proxy card by mail as promptly as possible using the enclosed prepaid reply envelope. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted.

If you fail to grant your proxy or vote your shares at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the approval of the Merger Agreement.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the approval of the Merger Agreement.

If you have any questions or need assistance voting your shares, please contact our proxy solicitor:

Neither the Securities and Exchange Commission nor any state securities regulatory agency has approved or disapproved the Merger, passed upon the merits or fairness of the Merger or passed upon the adequacy or accuracy of the disclosure in this document. Any representation to the contrary is a criminal offense.

PRELIMINARY PROXY STATEMENT — SUBJECT TO COMPLETION

NORDSTROM, INC.
1617 Sixth Avenue
Seattle, Washington 98101

The Special Meeting will be held by means of a live interactive webcast on the Internet at www.virtualshareholdermeeting.com/JWN2025SM. We believe this is the most effective approach for enabling shareholder attendance and participation. The Special Meeting will begin promptly at [•], Pacific Time. Online check-in will begin a few minutes prior to the Special Meeting. You will need the control number found on your proxy card in order to participate in the Special Meeting (including voting your shares). If you are a beneficial owner of shares in street name, please contact your bank, broker or other nominee to arrange to attend and vote at the meeting.

Only Nordstrom’s shareholders as of the close of business on [•], 2025 (the “Record Date”) are entitled to notice of, and to vote at, the Special Meeting. A list of shareholders of record entitled to vote at the Special Meeting will be available at Nordstrom’s corporate offices located at 1617 Sixth Avenue, Seattle, Washington 98101 during regular business hours for a period beginning 10 days prior to the Special Meeting. The list will also be available to shareholders participating in the interactive webcast during the meeting.

Each of the Special Committee of Nordstrom’s Board of Directors (the “Nordstrom Board”) and the Nordstrom Board unanimously (with Messrs. Erik and Peter Nordstrom recusing themselves from the recommendation of the Nordstrom Board) recommends that you vote “FOR” (1) the approval of the Merger Agreement, (2) the approval, on a non-binding, advisory basis, of the compensation that will or may become payable by Nordstrom to its named executive officers in connection with the Merger, and (3) the approval of any proposal to adjourn the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.

Nordstrom shareholders who do not vote in favor of the Merger Proposal will have the right to seek appraisal of the fair value of their shares of Nordstrom Common Stock, in accordance with Chapter 23B.13 of the Washington Business Corporation Act, as amended (“WBCA”), if they deliver written notice of their intent to demand payment for their shares before the vote is taken on the Merger Proposal and comply with all of the other requirements of Chapter 23B.13 of the WBCA, which are summarized in the accompanying proxy statement. Pursuant to Chapter 23B.13 of the WBCA, when a proposed merger is to be submitted to a vote at a meeting of shareholders, as in the case of the Special Meeting, the meeting notice must state that shareholders are or may be entitled to assert dissenters’ rights and must be accompanied by a copy of Chapter 23B.13 of the WBCA. Accordingly, this notice of the Special Meeting constitutes notice to the holders of Nordstrom Common Stock of their dissenters’ rights, and a copy of Chapter 23B.13 of the WBCA is attached as Annex F to the proxy statement accompanying this notice.

Even if you plan to attend the Special Meeting, please grant your proxy electronically over the Internet or by telephone (using the instructions found on the proxy card) or sign, date and return, as promptly as possible, the enclosed proxy card by mail in the postage-paid envelope provided. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy that you have previously submitted. If you fail to return your proxy or vote your shares of Nordstrom Common Stock at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and will have the same effect as a vote “AGAINST” the Merger Proposal.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares held in “street name.” If you hold your shares in “street name,” you will receive instructions from your bank, broker or other nominee that you must follow in order to submit your voting instructions and have your shares counted at the Special Meeting. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions. As a result, if you do not provide your bank, broker or other nominee with any voting instructions, your shares will not be counted for purposes of a quorum and will not be voted at the Special Meeting, which will have the same effect as a vote “AGAINST” the Merger Proposal.

By Order of the Nordstrom Board of Directors,

Seattle, Washington
[•], 2025

TABLE OF CONTENTS

Certain Defined Terms

Unless stated otherwise, whenever used in this proxy statement, the following terms have the meanings set forth below:

Acquisition Sub means Navy Acquisition Co. Inc., a Washington corporation and a direct, wholly owned Subsidiary of Parent.

Adjournment Proposal means the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.

Articles of Merger means articles of merger in such form as required by and in accordance with the applicable provisions of the WBCA.

Below Investment Grade Rating Event has the meanings ascribed thereto in the Senior Notes, except that a Below Investment Grade Rating Event shall be deemed to have not occurred or be continuing for any series of Senior Notes for all purposes under the Merger Agreement (including for the condition described in the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger — Conditions to Each Party’s Obligations” and the termination right described in the section of this proxy statement captioned “The Merger Agreement — Termination of the Merger Agreement — Termination Rights Exercisable by Either Parent or Nordstrom”) in the event that a Successful Note Offer has occurred. A Successful Note Offer has occurred when the aggregate principal amount of all series of Senior Notes that have (1) tendered in an Offer to Exchange (as defined in the section of this proxy statement captioned “The Merger Agreement — Financing Cooperation; Notes Offer and Consent Solicitation”) and been accepted by Parent or Nordstrom, as applicable, or (2) tendered in an Offer to Exchange (in which all conditions to close such Offer to Exchange have otherwise been satisfied or waived other than (a) any condition based on the Merger having occurred or (b) those conditions that by their terms are only capable of being satisfied on the closing date of such Offer to Exchange, which would be satisfied if the closing were to occur as of such date) and do not have withdrawal rights is together at least the amount set forth on the Parent Disclosure Letter (as defined in the section of this proxy statement captioned “The Merger Agreement — Financing Cooperation; Notes Offer and Consent Solicitation”). As defined in the Senior Notes: (1) Below Investment Grade Rating Event means the ratings on the Senior Notes are lowered by each of the Rating Agencies and the Senior Notes are rated below Investment Grade by each of the Rating Agencies on any date from the date of the public notice of an arrangement that could result in a Change of Control (as defined in the Senior Notes) until the end of the 60-day period following public notice of the occurrence of a Change of Control (which period shall be extended so long as the rating of the Senior Notes is under publicly announced consideration for possible downgrade by any of the Rating Agencies); provided that a Below Investment Grade Rating Event otherwise arising by virtue of a particular reduction in rating shall not be deemed to have occurred in respect of a particular Change of Control (and thus shall not be deemed a Below Investment Grade Rating Event for purposes of the definition of Change of Control Repurchase Event (as defined in the Senior Notes) thereunder) if any of the Rating Agencies making the reduction in rating to which this definition would otherwise apply does not announce or publicly confirm or inform the trustee of the Senior Notes in writing at its request that the reduction was the result, in whole or in part, of any event or circumstance comprised of or arising as a result of, or in respect of, the applicable Change of Control (whether or not the applicable Change of Control shall have occurred at the time of the Below Investment Grade Rating Event); (2) Rating Agency means (a) each of Fitch Ratings Limited or any successor to its rating agency business (“Fitch”), Moody’s Investors Service Inc. or any successor to its rating agency business (“Moody’s”), and S&P Global Ratings, a division of S&P Global, Inc., or any successor to its rating agency businesses (“S&P”) and (b) if any of Fitch, Moody’s or S&P ceases to rate the Notes or fails to make a rating of the Notes publicly available for reasons outside of Nordstrom’s control, a “nationally recognized statistical rating organization” within the meaning of Rule 15c3-1(c)(2)(vi)(F) under the Exchange Act, selected by Nordstrom as a replacement agency for Fitch, Moody’s or S&P, as the case may be; and (3) Investment Grade means a rating of BBB- or better by Fitch (or its equivalent under any successor rating categories of Fitch), Baa3 or better by Moody’s (or its equivalent under any successor rating categories of Moody’s) and BBB- or better by S&P (or its equivalent under any successor rating categories of S&P) or the equivalent investment grade credit rating from any additional Rating Agency or Rating Agencies selected by Nordstrom.

Centerview means Centerview Partners LLC.

Closing means the closing of the Merger, subject to and in accordance with the terms and conditions of the Merger Agreement.

Closing Date means the date on which the Closing occurs.

Code means the Internal Revenue Code of 1986, as amended.

Compensation Proposal means the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Nordstrom to its named executive officers in connection with the Merger.

Converted Option Cash Award means, with respect to an Unvested Nordstrom Option, the contingent right to receive a payment in cash (payable subject to the vesting and timing of settlement terms described in the section of this proxy statement captioned “Special Factors — Interests of Nordstrom’s Directors and Executive Officers in the Merger — Treatment of Outstanding Nordstrom Equity Awards”) of an amount equal to, without interest and less any required tax withholdings, the product of (1) the total number of shares of Nordstrom Common Stock subject to such cancelled Unvested Nordstrom Option, multiplied by (2) the excess, if any, of (a) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by Nordstrom in accordance with the terms of the Merger Agreement) over (b) the exercise price per share of Nordstrom Common Stock subject to such cancelled Unvested Nordstrom Option.

Converted PSU Award means, with respect to an Unvested Nordstrom PSU, the contingent right to receive a payment in cash (payable subject to the vesting and timing of settlement terms described in the section of this proxy statement captioned “Special Factors — Interests of Nordstrom’s Directors and Executive Officers in the Merger — Treatment of Outstanding Nordstrom Equity Awards”) of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Nordstrom Common Stock subject to such Unvested Nordstrom PSU (as eventually determined based on actual performance for the applicable performance period based on the applicable terms of such Unvested Nordstrom PSU), multiplied by (2) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by Nordstrom in accordance with the terms of the Merger Agreement).

Converted RSU Award means, with respect to an Unvested Nordstrom RSU, the contingent right to receive a payment in cash (payable subject to the vesting and timing of settlement terms described in the section of this proxy statement captioned “Special Factors — Interests of Nordstrom’s Directors and Executive Officers in the Merger — Treatment of Outstanding Nordstrom Equity Awards”) of an amount equal to, without interest and less any required tax withholdings, the product of (1) the number of shares of Nordstrom Common Stock subject to such Unvested Nordstrom RSU, multiplied by (2) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by Nordstrom in accordance with the terms of the Merger Agreement).

Debt Commitment Letter means the debt commitment letter, dated as of December 22, 2024 (and amended by that certain Lender Commitment Letter Joinder, dated as of January 27, 2025), by and among Parent and the Debt Financing Sources (as defined in the section of the proxy statement captioned “Special Factors — Financing of the Merger — Debt Financing”) party thereto, pursuant to which the Debt Financing Sources party thereto have committed, subject to the terms and conditions thereof, to provide Acquisition Sub with a $1,200 million senior secured asset-backed revolving credit facility.

Debt Financing means the debt financing set forth in the Debt Commitment Letter on the terms and conditions set forth therein.

Deferred Compensation Plans mean Nordstrom’s Deferred Compensation Plan, Nordstrom’s Supplemental Executive Retirement Plan and Nordstrom’s Directors Deferred Compensation Plan, each as amended.

Dissenting Shares means shares of Nordstrom Common Stock held by a person who has not voted in favor of or consented to the approval of the Merger Agreement and the Merger and has complied with all other provisions of the WBCA concerning dissenters’ rights with respect to the Merger Agreement.

DOJ means the United States Department of Justice.

Effective Time means the effective time of the Merger.

Equity Commitment Letter means the equity commitment letter, dated as of December 22, 2024, by and between Liverpool and Parent, pursuant to which Liverpool has committed, subject to the terms and conditions thereof, to invest in Parent, directly or indirectly, the cash amount set forth therein.

Equity Financing means the investment in Parent, directly or indirectly, of the cash amount set forth in the Equity Commitment Letter, a portion of which will be funded through the Parent Loan.

Exchange Act means the Securities Exchange Act of 1934, as amended.

Family Group means Anne E. Gittinger, Anne E. Gittinger Trust u/w Everett W. Nordstrom, 1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger, Susan E. Dunn, Susan E. Dunn Trust u/w Elizabeth J. Nordstrom, Estate of Bruce A. Nordstrom, 1976 Bruce A. Nordstrom Trust (aka 1976 Elizabeth J. Nordstrom Trust FBO Bruce A. Nordstrom), Trust A u/w Frances W. Nordstrom, Margaret Jean O’Roark Nordstrom, Peter E. Nordstrom, Brandy F. Nordstrom, Erik B. Nordstrom, Julie A. Nordstrom, James F. Nordstrom, Jr., Katharine T. Nordstrom 2007 Trust Agreement, Julia K. Nordstrom 2007 Trust Agreement, Audrey G. Nordstrom 2007 Trust Agreement, LN 1989 TRUST JWN, LN Holdings JWN LLC, LN Holdings JWN II LLC, Alexandra F. Nordstrom, Blake and Molly Nordstrom 2012 Trust FBO Andrew L Nordstrom, Leigh E. Nordstrom, Samuel C. Nordstrom, Sara D. Nordstrom, Erik and Julie Nordstrom 2012 Sara D. Nordstrom Trust, Bruce and Jeannie Nordstrom 2010 MFN Trust, Pete and Brandy Nordstrom 2010 MFN Trust, Bruce and Jeannie Nordstrom 2012 CFN Trust, Pete and Brandy Nordstrom 2012 CFN Trust, Pete and Brandy Nordstrom 2012 Children’s Trust, Molly Nordstrom, BWN Trust u/w Blake W. Nordstrom, Mari Mowat Wolf, Kimberly Mowat Bentz, Blake Mowat Bentz 1991 Trust, Kyle Andrew Bentz Trust 1993, LN Medina Family LLC, Lisa Nordstrom, Blake and Molly Nordstrom 2012 Trust FBO Alexandra F. Nordstrom, and Andrew L. Nordstrom.

Family Guarantors means Erik B. Nordstrom, Peter E. Nordstrom, James F. Nordstrom, Jr., Anne E. Gittinger, Anne E. Gittinger Trust u/w Everett W. Nordstrom, 1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger, and the Estate of Bruce A. Nordstrom.

Family Limited Guaranty means the Limited Guaranty, dated as of December 22, 2024, by and among the Family Guarantors and Nordstrom.

Family Rollover and Support Agreement means the Rollover, Voting and Support Agreement, dated as of December 22, 2024, by and among the Family Group, Parent and Nordstrom.

FTC means the United States Federal Trade Commission.

Funded Debt Amount means the least of (1) $450 million, (2) an amount sufficient to enable Parent and Acquisition Sub to pay all Funding Obligations required to be paid on the Closing Date (assuming receipt of the gross proceeds of the Equity Financing and the use of all Nordstrom Cash on Hand in excess of $100 million), and (3) the amount of the Debt Financing requested to be funded by Parent in a notice to the Debt Financing Sources.

Funding Obligations means all of the amounts required to be provided by Parent or Acquisition Sub for the consummation of the transactions contemplated by the Merger Agreement, the payment of the aggregate Merger Consideration, the payment of the Special Dividend to the holders of Nordstrom Common Stock, the payment in respect of Vested Nordstrom Options, Vested Nordstrom RSUs, and Vested Nordstrom PSUs, the payment of all amounts outstanding or otherwise due and owing pursuant to the terms of Nordstrom’s existing credit agreement, the payment of all amounts payable pursuant to the provisions of the Merger Agreement described in the section of this proxy statement captioned “The Merger Agreement — Treatment of Outstanding Equity Awards and Equity Plans,” and the payment of all associated costs and expenses

of the Merger (including any fees (including original issue discount), premiums and expenses related to the transactions contemplated by the Merger Agreement, including the Equity Financing and the Debt Financing).

GAAP means U.S. generally accepted accounting principles.

HSR Act means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations promulgated thereunder.

IRS means the Internal Revenue Service.

Limited Guaranties means the Family Limited Guaranty and the Liverpool Limited Guaranty.

Liverpool means El Puerto de Liverpool S.A.B. de C.V., a Mexican publicly traded corporation (sociedad anónima bursátil de capital variable).

Liverpool Debt Financing means a broadly marketed underwritten offering of debt securities under Rule 144A or Regulation S promulgated under the Securities Act.

Liverpool Limited Guaranty means the Limited Guaranty, dated as of December 22, 2024, by and between Liverpool and Nordstrom.

Liverpool Rollover and Support Agreement means the Rollover, Voting and Support Agreement, dated as of December 22, 2024, by and among Liverpool, Parent and Nordstrom.

Merger means the merger of Acquisition Sub with and into Nordstrom, pursuant to the WBCA, upon the terms and subject to the conditions set forth in the Merger Agreement, with Nordstrom surviving the Merger as a direct, wholly owned subsidiary of Parent.

Merger Agreement means the Agreement and Plan of Merger, dated as of December 22, 2024, by and among Nordstrom, Parent and Acquisition Sub, as it may be amended, supplemented or modified from time to time.

Merger Consideration means cash in an amount equal to $24.25 per share of Nordstrom Common Stock.

Merger Proposal means the proposal to approve the Merger Agreement.

Morgan Stanley means Morgan Stanley & Co. LLC.

Nordstrom means Nordstrom, Inc., a Washington corporation. In addition, the terms “we,” “us” and “our” refer to Nordstrom, Inc.

Nordstrom Board means the board of directors of Nordstrom.

Nordstrom Cash Amount means (1) $410 million, plus (2) the Special Dividend Payment (as defined in the section of this proxy statement captioned “The Merger Agreement — Special Dividend and Stub Period Dividend — Special Dividend”), if the Special Dividend is declared by Nordstrom, minus (3) the amount of expenses and costs for which Nordstrom is entitled to be reimbursed in respect of Nordstrom’s financing cooperation covenant (described in the section of this proxy statement captioned “The Merger Agreement — Financing Cooperation; Notes Offer and Consent Solicitation”) that have not been paid to Nordstrom.

Nordstrom Cash on Hand means all available cash of Nordstrom and its subsidiaries, in each case determined in accordance with GAAP applied based on Nordstrom’s historic practices and accounting policies and expressed in U.S. dollars, and includes amounts deposited with the Paying Agent or with Nordstrom’s transfer agent to pay the Special Dividend.

Nordstrom Common Stock means the common stock, no par value per share, of Nordstrom.

Nordstrom Equity Awards means Nordstrom Options, Nordstrom PSUs and Nordstrom RSUs.

Nordstrom Equity Plans means, collectively, the Nordstrom, Inc. 2019 Equity Incentive Plan (the “2019 Plan”) and the Nordstrom, Inc. 2010 Equity Incentive Plan, each as amended.

Nordstrom Option means an option to purchase shares of Nordstrom Common Stock granted under a Nordstrom Equity Plan.

Nordstrom PSU means an award of performance-based restricted stock units with respect to shares of Nordstrom Common Stock granted under a Nordstrom Equity Plan.

Nordstrom RSU means an award of restricted stock units with respect to shares of Nordstrom Common Stock granted under a Nordstrom Equity Plan that vests solely based on the holder’s provision of services over time.

Nordstrom Stock Purchase Plan means the Nordstrom, Inc. Employee Stock Purchase Plan, as amended and restated.

Nordstrom Stock Unit means a notional unit credited to an account under a Deferred Compensation Plan that is measured by reference to a share of Nordstrom Common Stock.

NYSE means the New York Stock Exchange and any successor stock exchange.

Parent means Norse Holdings, Inc., a Delaware corporation.

Parent Entities means Parent and Acquisition Sub.

Parent Filing Parties means Parent, Acquisition Sub, Anne E. Gittinger, Anne E. Gittinger Trust u/w Everett W. Nordstrom, 1976 Elizabeth J. Nordstrom Trust FBO Anne Gittinger, Charles W. Riley, Jr., solely in his capacity as trustee of Anne E. Gittinger Trust u/w Everett W. Nordstrom and as co-trustee of Trust A u/w Frances W. Nordstrom and not in any individual capacity, Margaret Jean O’Roark Nordstrom, in her capacity as co-executor of the Estate of Bruce A. Nordstrom, the Estate of Bruce A. Nordstrom, 1976 Bruce A. Nordstrom Trust (aka 1976 Elizabeth J. Nordstrom Trust FBO Bruce A. Nordstrom), Trust A u/w Frances W. Nordstrom, Peter E. Nordstrom, Erik B. Nordstrom, James F. Nordstrom, Jr., Katharine T. Nordstrom 2007 Trust Agreement, Julia K. Nordstrom 2007 Trust Agreement, Audrey G. Nordstrom 2007 Trust Agreement, Erik and Julie Nordstrom 2012 Sara D. Nordstrom Trust, Bruce and Jeannie Nordstrom 2010 MFN Trust, Pete and Brandy Nordstrom 2010 MFN Trust, Bruce and Jeannie Nordstrom 2012 CFN Trust, Pete and Brandy Nordstrom 2012 CFN Trust, Pete and Brandy Nordstrom 2012 Children’s Trust and Liverpool.

Parent Loan means a term loan from Liverpool to Parent for up to $861 million.

Parent Parties means Parent, Acquisition Sub, the Family Group, Liverpool, and their respective affiliates.

Record Date means [•], 2025.

Requisite Shareholder Approvals means the approval of the Merger Agreement Proposal by the affirmative vote of (1) the holders of shares of Nordstrom Common Stock representing two-thirds of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting and (2) the holders of shares of Nordstrom Common Stock representing a majority of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting other than shares owned, directly or indirectly, by the Parent Parties or by any director or officer (within the meaning of Rule 16a-1(f) of the Exchange Act) of Nordstrom.

Rollover means the contribution of the Rollover Shares to Parent.

Rollover and Support Agreements mean the Family Rollover and Support Agreement and the Liverpool Rollover and Support Agreement.

Rollover Shares means the shares of Nordstrom Common Stock to be contributed to Parent pursuant to the Rollover and Support Agreements.

SEC means the United States Securities and Exchange Commission.

Senior Notes means Nordstrom’s senior notes issued under that certain Indenture by and between Nordstrom and Wells Fargo Bank, N.A., dated as of December 3, 2007, including Nordstrom’s 4.000% senior notes due 2027, 4.375% senior notes due 2030, 4.250% senior notes due 2031, 5.000% senior notes due 2044 and 7.00% senior notes due 2038.

Special Committee means a committee established by the Nordstrom Board composed of independent and disinterested members of the Nordstrom Board.

Special Dividend means a special cash dividend in the Special Dividend Per Share Amount per share of Nordstrom Common Stock contingent upon the occurrence of the Closing that may be declared by Nordstrom subject to certain conditions in the Merger Agreement (described in the section of this proxy statement captioned “The Merger Agreement — Special Dividend and Stub Period Dividend — Special Dividend”).

Special Dividend Per Share Amount means an amount equal to (1) $0.25 per share of Nordstrom Common Stock or (2) if such amount would result in Nordstrom Cash on Hand as of immediately prior to the Effective Time being less than $410 million after giving effect to the aggregate amount of the Special Dividend to be paid on the issued and outstanding shares of Nordstrom Common Stock, Vested Nordstrom Options, Vested Nordstrom RSUs, and Vested Nordstrom PSUs (such aggregate amount, the “Special Dividend Payment”), the greatest amount per share of Nordstrom Common Stock less than $0.25 that would result in there being $410 million in Nordstrom Cash on Hand as of immediately prior to the Effective Time after giving effect to the Special Dividend Payment.

Special Meeting means the Special Meeting of Shareholders of Nordstrom, together with any adjournments or postponements thereof.

Stub Period Dividend means a “stub period” cash dividend contingent upon the occurrence of the Closing in an amount equal to the product of (1) the number of days from the record date for payment of the last quarterly dividend paid by Nordstrom prior to the Effective Time through and including immediately prior to the Effective Time and (2) a daily dividend rate determined by dividing the amount of the last quarterly dividend prior to the Effective Time by 91.

Surviving Corporation means Nordstrom, as the surviving corporation of the Merger.

Unvested Nordstrom Option means a Nordstrom Option that is not a Vested Nordstrom Option.

Unvested Nordstrom PSU means a Nordstrom PSU that is not a Vested Nordstrom PSU.

Unvested Nordstrom RSU means a Nordstrom RSU that is not a Vested Nordstrom RSU.

Vested Nordstrom Option means a Nordstrom Option that is vested in accordance with its terms and is outstanding and unexercised at the Effective Time.

Vested Nordstrom PSU means a Nordstrom PSU that is vested but not yet settled or that vests as a result of the consummation by Nordstrom of the transactions contemplated by the Merger Agreement.

Vested Nordstrom RSU means a Nordstrom RSU that is vested but not yet settled or that vests as a result of the consummation by Nordstrom of the transactions contemplated by the Merger Agreement.

WBCA means the Washington Business Corporation Act, as amended.

Questions and Answers

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. Nordstrom encourages you to carefully read the more detailed information contained elsewhere in this proxy statement, including the annexes to this proxy statement and the other documents to which Nordstrom refers in this proxy statement. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions in the section of this proxy statement captioned “Where You Can Find Additional Information.”

Q:    Why am I receiving these materials?

A:     On December 22, 2024, Nordstrom entered into the Merger Agreement. Under the Merger Agreement, Parent will acquire all of the outstanding shares of Nordstrom Common Stock (other than certain excluded shares, including the Rollover Shares and the Dissenting Shares) for the aggregate Merger Consideration, without interest and less any applicable withholding taxes. In order to complete the Merger, Nordstrom’s shareholders must vote to approve the Merger Agreement at the Special Meeting pursuant to the Requisite Shareholder Approvals. The Requisite Shareholder Approvals are a condition to the consummation of the Merger. See the section of this proxy statement captioned “The Merger Agreement — Conditions to the Merger.” The Nordstrom Board is furnishing this proxy statement and form of proxy card to the holders of shares of Nordstrom Common Stock as of the Record Date in connection with the solicitation of proxies of Nordstrom’s shareholders to be voted at the Special Meeting.

This proxy statement, which you should read carefully, contains important information about the Merger, the Merger Agreement, the Special Meeting and the matters to be voted on at the Special Meeting. The enclosed materials allow you to submit a proxy to vote your shares of Nordstrom Common Stock without attending the Special Meeting and to ensure that your shares of Nordstrom Common Stock are represented and voted at the Special Meeting.

Your vote is very important. The Merger cannot be consummated with receipt of the Requisite Shareholder Approvals. Even if you plan to attend the Special Meeting, Nordstrom encourages you to submit a proxy as soon as possible. If you fail to vote on the Merger Proposal, the effect will be the same as a vote “AGAINST” the Merger Proposal.

Q:    What is the Merger and what effects will it have on Nordstrom?

A:     The Merger is the acquisition of Nordstrom by Parent. If the Merger Proposal is approved by Nordstrom’s shareholders pursuant to the Requisite Shareholder Approvals and the other closing conditions under the Merger Agreement are satisfied or waived and the Closing occurs, Acquisition Sub will merge with and into Nordstrom, with Nordstrom continuing as the Surviving Corporation. As a result of the Merger, Nordstrom will become a wholly owned subsidiary of Parent, and Nordstrom Common Stock will no longer be publicly traded and will be delisted from the NYSE. In addition, Nordstrom Common Stock will be deregistered under the Exchange Act, and Nordstrom will no longer file periodic reports with the SEC.

Q:    What will I receive if the Merger is consummated?

A:     Upon consummation of the Merger, you will be entitled to receive the Merger Consideration, without interest and less any applicable withholding taxes, for each share of Nordstrom Common Stock that you own as of immediately prior to the Effective Time, unless you have properly perfected and exercised, and not validly withdrawn or subsequently lost, your dissenters’ rights under the WBCA, and certain other conditions under the WBCA are satisfied, or hold Rollover Shares as a party to the Rollover and Support Agreements. For example, if you own 100 shares of Nordstrom Common Stock as of immediately prior to the Effective Time, you will be entitled to receive $2,425 in cash in exchange for your shares of Nordstrom Common Stock, without interest and less any applicable withholding taxes.

In addition, the Merger Agreement allows Nordstrom to declare a special dividend, which is contingent upon the occurrence of the Closing, to holders of Nordstrom Common Stock as of a record date that is no later than one trading day prior to the Effective Time in an amount up to $0.25 per share (based on the amount of Nordstrom Cash on Hand). The Merger Agreement also permits Nordstrom to declare a “stub period” cash dividend contingent upon the occurrence of the Closing and payable to holders of Nordstrom Common Stock as of a record date that is no later than one trading day prior to the Effective Time in an amount equal to the product of (1) the number of days from the record date for payment of the last quarterly dividend paid by Nordstrom prior to the Effective Time through and including immediately prior to the Effective Time and (2) a daily dividend rate determined by dividing the amount of the last quarterly dividend prior to the Effective Time by 91.

Q:    How does the Merger Consideration compare to the market price of Nordstrom Common Stock?

A:     This amount represents an approximately 42% premium to the unaffected closing price per share of Nordstrom Common Stock on March 18, 2024, the last trading day prior to media speculation regarding a potential transaction. In addition, the Nordstrom Board intends to declare a special dividend of up to $0.25 per share (based on the amount of Nordstrom Cash on Hand) prior to and contingent on the Closing.

Q:    What will happen to Nordstrom Equity Awards?

A:     Generally, Nordstrom Equity Awards outstanding immediately prior to the Effective Time will be treated as follows (except as otherwise agreed to in writing prior to the Effective Time by Parent, Nordstrom, and a holder of a Nordstrom Equity Award):

•        Vested Nordstrom Options.    Each Vested Nordstrom Option will, without any action on the holder thereof, be 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 Nordstrom Common Stock subject to such cancelled Vested Nordstrom Option, multiplied by (2) the excess, if any, of (a) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by Nordstrom in accordance with the terms of the Merger Agreement) over (b) the exercise price per share of Nordstrom Common Stock subject to such cancelled Vested Nordstrom Option. However, if the exercise price per share of Nordstrom Common Stock subject to any such Vested Nordstrom Option is equal to or greater than the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by Nordstrom in accordance with the terms of the Merger Agreement), such Vested Nordstrom Option will be cancelled in exchange for no consideration. From and after the Effective Time, no Vested Nordstrom Option shall be exercisable, and each Vested Nordstrom Option shall entitle the holder thereof only to the payment provided for pursuant to the terms of the Merger Agreement, if any.

•       Unvested Nordstrom Options.    Each Unvested Nordstrom Option will, without any action on the part of the holder thereof, be cancelled and converted into a Converted Option Cash Award, on the same vesting and timing of settlement terms and conditions as applied to the corresponding Unvested Nordstrom Option immediately prior to the Effective Time, except for terms rendered inoperative by reason of the Merger or for such other administrative and ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Converted Option Cash Award; provided that no such changes shall adversely affect the rights of the applicable holder. However, if the exercise price per share of Nordstrom Common Stock subject to any such Unvested Nordstrom Option is equal to or greater than the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by Nordstrom in accordance with the terms of the Merger Agreement), such Unvested Nordstrom Option will be cancelled in exchange for no consideration. From and after the Effective Time, no Unvested Nordstrom Option shall be exercisable, and each Unvested Nordstrom Option shall entitle the holder thereof only to the payment provided for pursuant to the terms of the Merger Agreement, if any.

•       Vested Nordstrom RSUs.    Each Vested Nordstrom RSU will, without any action on the part of the holder thereof, be 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 Nordstrom Common Stock subject to such Vested Nordstrom RSU, multiplied by (2) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by Nordstrom in accordance with the terms of the Merger Agreement).

•        Unvested Nordstrom RSUs.    Each Unvested Nordstrom RSU will, without any action on the part of the holder thereof, be cancelled and converted into a Converted RSU Award, on the same terms and conditions (including with respect to vesting and timing of payment) as applied to the corresponding Unvested Nordstrom RSU immediately prior to the Effective Time, except for terms rendered inoperative by reason of the Merger or for such other administrative and ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Converted RSU Award; provided that no such changes shall adversely affect the rights of the applicable holder.

•        Vested Nordstrom PSUs.    Each Vested Nordstrom PSU will, without any action on the part of the holder thereof, be 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 Nordstrom Common Stock that vested with respect to such Vested Nordstrom PSU multiplied by (2) the sum of the Merger Consideration and the Special Dividend Per Share Amount (if the Special Dividend is declared by Nordstrom in accordance with the terms of the Merger Agreement).

•        Unvested Nordstrom PSUs.    Each Unvested Nordstrom PSU will, without any action on the part of the holder thereof, be cancelled and converted into a Converted PSU Award, on the same terms and conditions (including with respect to vesting and timing of payment) as applied to the corresponding Unvested Nordstrom PSU immediately prior to the Effective Time, except for terms rendered inoperative by reason of the Merger or for such other administrative and ministerial changes as in the reasonable and good faith determination of Parent are appropriate to conform the administration of the Converted PSU Award; provided that no such changes shall adversely affect the rights of the applicable holder.

•        Any portion of a Nordstrom PSU award that is not a Vested Nordstrom PSU or an Unvested Nordstrom PSU as described above will be cancelled for no consideration.

•        Payments with respect to Vested Nordstrom Options, Vested Nordstrom RSUs and Vested Nordstrom PSUs will be made as promptly as practicable after the Effective Time, or at such later time as necessary to avoid a violation and/or adverse tax consequences under Section 409A of the Code.

•        The Merger Agreement provides that all Nordstrom Stock Units credited to accounts under a Deferred Compensation Plan immediately prior to the Effective Time will be notionally reinvested in one or more other investment funds as determined by Nordstrom prior to the Effective Time until such accounts are distributed in cash pursuant to the terms of the applicable Deferred Compensation Plan as in effect immediately prior to the Effective Time.

•        The Merger Agreement provides that, as of the Effective Time, all Nordstrom Equity Plans (other than agreements underlying, and the terms of the Nordstrom Equity Plans applicable to the Converted Option Cash Awards, the Converted RSU Awards and the Converted PSU Awards, in each case, solely to the extent relevant to the terms and conditions of the Merger Agreement) will terminate and that the Nordstrom Stock Purchase Plan will terminate as of (and subject to the occurrence of) immediately prior to the Effective Time.

•       For more information about the treatment of Nordstrom Equity Awards, see the sections of this proxy statement captioned “Special Factors — Interests of Nordstrom’s Directors and Executive Officers in the Merger.”

Q:    What am I being asked to vote on at the Special Meeting?

A:     You are being asked to vote on the following proposals:

•        The Merger Proposal:    the proposal to approve the Merger Agreement, pursuant to which Acquisition Sub will merge with and into Nordstrom, with Nordstrom continuing as the Surviving Corporation and becoming a wholly owned subsidiary of Parent;

•        The Compensation Proposal:    the proposal to approve, on a non-binding, advisory basis, the compensation that will or may become payable by Nordstrom to its named executive officers in connection with the Merger; and

•        The Adjournment Proposal:    the proposal to approve the adjournment of the Special Meeting, from time to time, to a later date or dates, if necessary or appropriate, to solicit additional proxies if there are insufficient votes to approve the Merger Agreement at the time of the Special Meeting.

Q:    When and where is the Special Meeting?

A:     The Special Meeting will take place virtually on [•], 2025, at [•], Pacific Time. You may attend the Special Meeting solely via a live interactive webcast on the Internet at www.virtualshareholdermeeting.com/JWN2025SM. You will be able to listen to the Special Meeting live and vote online. You will need the control number found on your proxy card in order to participate in the Special Meeting (including voting your shares). A list of shareholders of record entitled to vote at the Special Meeting will be available at Nordstrom’s corporate offices located at 1617 Sixth Avenue, Seattle, Washington 98101 during regular business hours for a period beginning 10 days prior to the Special Meeting. The list will also be available to shareholders participating in the interactive webcast during the meeting.

Q:    Who is entitled to vote at the Special Meeting?

A:     All of Nordstrom’s shareholders as of the close of business on [•], 2025, which is the Record Date for the Special Meeting, are entitled to vote their shares of Nordstrom Common Stock at the Special Meeting. As of [•], 2025, there were [•] shares of Nordstrom Common Stock outstanding and entitled to vote at the Special Meeting. For each share of Nordstrom Common Stock that you own as of the close of business on the Record Date, you will have one vote on each matter submitted for a vote at the Special Meeting.

Q:    What vote is required to approve the proposals?

A:     Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of (1) the holders of shares of Nordstrom Common Stock representing two-thirds of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting and (2) the holders of shares of Nordstrom Common Stock representing a majority of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting, other than shares owned by Parent, Acquisition Sub, Liverpool, the Family Group, or their respective affiliates or by any director or officer (within the meaning of Rule 16a-1(f) of the Exchange Act) of Nordstrom. If you fail to vote on the Merger Proposal, the effect will be the same as a vote “AGAINST” the Merger Proposal.

Approval of the Compensation Proposal requires that the number of votes cast “FOR” the proposal at the Special Meeting exceeds the number of votes cast “AGAINST” the proposal. This vote will be on a non-binding, advisory basis.

Approval of the Adjournment Proposal requires that the number of votes cast “FOR” the proposal at the Special Meeting exceeds the number of votes cast “AGAINST” the proposal (unless a quorum is not present, in which case approval of the Adjournment Proposal requires a majority of the shares of Norse Common Stock represented at the meeting).

Q:    What happens if I fail to vote or abstain from voting on a proposal?

A:     If you (1) are a shareholder of record and fail to submit a validly executed proxy card, grant a proxy over the Internet or by telephone, or vote your shares at the Special Meeting, or (2) hold in “street name” and you fail to instruct your broker, bank or other nominee on how to vote your shares, your shares

will not be counted for purposes of determining whether a quorum is present at the Special Meeting, and such failure to vote will have the same effect as voting “AGAINST” the Merger Proposal, but will not have any effect on the outcome of the vote on the Compensation Proposal or the Adjournment Proposal.

With respect to the Merger Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the existence of a quorum, but such abstention will have the same effect as voting “AGAINST” the Merger Proposal. With respect to the Compensation Proposal and the Adjournment Proposal, if you abstain from voting, your shares will be counted as present for purposes of determining the existence of a quorum, but such abstention will have no effect on the Compensation Proposal and Adjournment Proposal (unless a quorum is not present, in which case abstentions will have the same effect as voting “AGAINST” the Adjournment Proposal).

Q:    How will Nordstrom’s directors and executive officers and certain other shareholders vote on the Merger Proposal?

A:     Nordstrom’s directors and executive officers have informed Nordstrom that, as of the date of this proxy statement, they intend to vote all of the shares of Nordstrom Common Stock owned directly by them in favor of the Merger Proposal, the Compensation Proposal and the Adjournment Proposal (although such votes will not be considered for purposes of the Majority of the Minority Approval). As of the Record Date, Nordstrom’s directors and executive officers beneficially owned, in the aggregate, [•] shares of Nordstrom Common Stock, collectively representing approximately [•]% of the voting power of the shares of Nordstrom Common Stock outstanding as of the Record Date. For more information, see the section of this proxy statement captioned “Special Factors — Intent of Nordstrom’s Directors and Executive Officers to Vote in Favor of the Merger.”

The Parent Parties, which in the aggregate beneficially owned approximately [●]% of the voting power of the outstanding shares of Nordstrom Common Stock as of the Record Date, entered into the Rollover and Support Agreements, pursuant to which they agreed to vote all of their shares of Nordstrom Common Stock in favor of the approval of the Merger Agreement, subject to certain terms and conditions contained in the Rollover and Support Agreements (although such votes will not be considered for purposes of the Majority of the Minority Approval). Under the terms of the Merger Agreement, the approval of the Merger Proposal requires the affirmative vote of (1) the holders of shares of Nordstrom Common Stock representing two-thirds of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting and (2) the holders of shares of Nordstrom Common Stock representing a majority of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting other than shares owned, directly or indirectly, by any of the Parent Parties or by any director or officer (within the meaning of Rule 16a-1(f) of the Exchange Act) of Nordstrom. For more information, see the sections of this proxy statement captioned “Special Factors — Intent of Nordstrom’s Directors and Executive Officers to Vote in Favor of the Merger” and “The Rollover and Support Agreements,” as well as the full text of the Rollover and Support Agreements, attached as Annex D and Annex E to this proxy statement, which are incorporated by reference in this proxy statement in their entirety.

Q:    What do I need to do now?

A:     We encourage you to read this proxy statement, the annexes to this proxy statement and the documents that Nordstrom refers to in this proxy statement carefully and consider how the Merger affects you. Then, even if you expect to attend the Special Meeting, please grant your proxy electronically over the Internet or by telephone (using the instructions found on the proxy card), or sign, date and return by mail, as promptly as possible, the enclosed proxy card, so that your shares can be voted at the Special Meeting. If you hold your shares in “street name,” please refer to the voting instruction form provided by your bank, broker or other nominee for information on how to vote your shares. Please do not send your stock certificates with your proxy card.

Q:    What is the Special Committee, and what role did it play in evaluating the Merger?

A:     The Nordstrom Board formed the Special Committee to consider and evaluate the advisability of an acquisition by one or more persons of all of the outstanding shares of Nordstrom Common Stock (except for shares owned by one or more shareholders who are retaining their interests), and any alternative transaction to a potential transaction that the Special Committee deems appropriate, and delegated to the Special Committee certain powers of the Nordstrom Board with respect to a potential transaction and any alternative transaction. For more information about the powers of the Nordstrom Board delegated to the Special Committee, see the section of this proxy statement captioned “Special Factors — Background of the Merger.” The Special Committee is composed solely of members of the Nordstrom Board who are independent of and disinterested with respect to the Family Group, Liverpool, the Merger Agreement and the transactions contemplated thereby.

As described more fully below, the Special Committee, with the assistance of its own independent financial and legal advisors, considered, evaluated and negotiated the Merger Agreement. At the conclusion of its review, the Special Committee unanimously (1) determined and declared that the Merger Agreement and the consummation by Nordstrom of the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nordstrom and its shareholders, (2) recommended that Nordstrom’s shareholders approve the Merger Agreement, the Compensation Proposal and the Adjournment Proposal, and (3) recommended that the Nordstrom Board, among other things, (a) approve the Merger Agreement and, subject to receiving the Requisite Shareholder Approvals, the consummation of the transactions contemplated thereby, including the Merger, and (b) recommend the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Nordstrom’s shareholders.

The Nordstrom Board, acting on the unanimous recommendation of the Special Committee, unanimously (with Messrs. Erik and Peter Nordstrom recusing themselves), among other things, (1) determined and declared that the Merger Agreement and the consummation by Nordstrom of the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nordstrom and its shareholders, (2) approved the Merger Agreement and, subject to receiving the Requisite Shareholder Approvals, the consummation of the transactions contemplated thereby, including the Merger, and (3) upon the terms and subject to the conditions of the Merger Agreement, resolved to recommend the approval of the Merger Agreement and the transactions contemplated thereby, including the Merger, by Nordstrom’s shareholders.

In addition, the Special Committee and the Nordstrom Board, on behalf of Nordstrom, each believes that the Merger is fair to Nordstrom’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act.

Q:    How do the Special Committee and the Nordstrom Board recommend that I vote?

A:     The Special Committee and the Nordstrom Board, acting upon the recommendation of the Special Committee, each unanimously (with Messrs. Erik and Peter Nordstrom recusing themselves from the recommendation of the Nordstrom Board) recommends that you vote:

•        “FOR” the approval of the Merger Proposal;

•        “FOR” the approval of the Compensation Proposal; and

•        “FOR” the approval of the Adjournment Proposal.

You should read the section of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and the Nordstrom Board” for a discussion of the factors that the Special Committee and the Nordstrom Board considered in deciding to recommend the approval of the Merger Agreement.

Q:    What happens if the Merger is not consummated?

A:     If the Merger Agreement is not approved as a result of the failure to obtain the Requisite Shareholder Approvals, or if the Merger is not consummated for any other reason, Nordstrom’s shareholders will not receive any payment for their shares of Nordstrom Common Stock. Instead: (1) Nordstrom will remain an independent public company, (2) Nordstrom Common Stock will continue to be listed and traded on the NYSE and registered under the Exchange Act, and (3) Nordstrom will continue to file periodic reports with the SEC.

In specified circumstances in which the Merger Agreement is terminated, Nordstrom has agreed to pay Parent a termination fee. For more information, see the section of this proxy statement captioned “The Merger Agreement — Termination Fees.”

Q:    What is the compensation that will or may become payable by Nordstrom to its named executive officers in connection with the Merger?

A:     The compensation that will or may become payable by Nordstrom to Nordstrom’s named executive officers in connection with the Merger is certain compensation that is based on or otherwise relates to the Merger and payable to certain of Nordstrom’s named executive officers pursuant to underlying plans and arrangements that are contractual in nature, including the Nordstrom Equity Awards. Compensation not described in the preceding sentence that will or may become payable by Parent or its affiliates (including, following the consummation of the Merger, the Surviving Corporation) to Nordstrom’s named executive officers in connection with or following the Merger is not subject to the advisory vote on the Compensation Proposal. For further information, see the section of this proxy statement captioned “Proposal 2: The Compensation Proposal.”

Q:    Why am I being asked to cast a vote to approve the compensation that will or may become payable by Nordstrom to its named executive officers in connection with the Merger?

A:     Nordstrom is required by SEC rules to seek approval, on a non-binding, advisory basis, of compensation that will or may become payable by Nordstrom to its named executive officers that is based on or otherwise relates to the Merger. Approval of these compensation arrangements is not required to consummate the Merger.

Q:    What will happen if Nordstrom’s shareholders do not approve the Compensation Proposal?

A:     Approval of the compensation that will or may become payable by Nordstrom to its named executive officers that is based on or otherwise relates to the Merger is not a condition to consummation of the Merger. The vote is an advisory vote and will not be binding on Nordstrom or Parent. The underlying plans and arrangements providing for such compensation are contractual in nature and are not, by their terms, subject to shareholder approval.

Accordingly, if the Merger Agreement is approved by Nordstrom’s shareholders and the Merger is consummated, such compensation will or may be paid to Nordstrom’s named executive officers regardless of the outcome of this advisory vote.

Q:    What is the difference between holding shares as a shareholder of record and as a beneficial owner?

A:     If your shares are registered directly in your name with Nordstrom’s transfer agent, Computershare Trust Company, N.A., you are considered, with respect to those shares, to be the “shareholder of record.” If you are a shareholder of record, this proxy statement and your proxy card have been sent directly to you by or on behalf of Nordstrom. As a shareholder of record, you may attend the Special Meeting and vote your shares at the Special Meeting using the control number on the enclosed proxy card.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of Nordstrom Common Stock held in “street name.” If you are a beneficial owner of shares of Nordstrom Common Stock held in “street name,” this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the shareholder of record.

As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. You are also invited to attend the Special Meeting. However, depending on your bank, broker or other nominee, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

Q:    If my broker holds my shares in “street name,” will my broker vote my shares for me?

A:     No. Your bank, broker or other nominee is permitted to vote your shares on any proposal currently scheduled to be considered at the Special Meeting only if you instruct your bank, broker or other nominee how to vote. You should follow the procedures provided by your bank, broker or other nominee to vote your shares.

If you do not provide your bank, broker or other nominee with voting instructions, your shares will not be voted on any of the proposals, which will have the same effect as if you voted “AGAINST” the Merger Proposal but will have no effect on the outcome of the vote on the Compensation Proposal or the Adjournment Proposal, except to the extent affecting the obtaining of a quorum at the meeting.

Q:    How may I vote?

A:     If you are a shareholder of record (that is, if your shares of Nordstrom Common Stock are registered in your name with Computershare Trust Company, N.A., Nordstrom’s transfer agent), there are four ways to submit a proxy or vote:

•        by visiting the Internet address on your proxy card and following the instructions;

•        by calling the toll-free (within the United States or Canada) phone number on your proxy card and following the instructions;

•        by signing, dating and returning the enclosed proxy card in the postage-paid envelope provided; or

•        by attending the Special Meeting and voting at the Special Meeting using the control number on the enclosed proxy card.

The control number located on your proxy card is designed to verify your identity and allow you to vote your shares of Nordstrom Common Stock and to confirm that your voting instructions have been properly recorded when submitting a proxy to vote electronically over the Internet or by telephone. Although there is no charge for submitting a proxy to vote your shares, if you submit a proxy to vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting, you are strongly encouraged to submit a proxy to vote your shares of Nordstrom Common Stock in advance of the Special Meeting. If you are a shareholder of record or, depending on your bank, broker or other nominee, if you provide a “legal proxy” to vote shares that you beneficially own, you may vote your shares of Nordstrom Common Stock at the Special Meeting even if you have previously voted by proxy. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any previously submitted proxy.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting instruction form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To submit a proxy to vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on

the voting instruction form provided by your bank, broker or nominee. However, depending on your bank, broker or other nominee, because you are not the shareholder of record, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting.

If you participate in the Nordstrom 401(k) Plan, the number of shares of Nordstrom Common Stock allocated to your plan account as of the Record Date are reflected on your proxy notice and you may direct the plan trustee to vote those shares in the same manner as described above for shareholders of record and such direction will be honored unless otherwise required by ERISA. If your vote on those shares is not received by 11:59 p.m. Eastern Daylight Time on [•] 2025, then the plan trustee will vote those shares in the same proportion as the shares for which it received timely voting instructions, unless the independent fiduciary retained for such purpose determines that it is prudent and solely in the interests of participants and beneficiaries to direct the trustee to vote such shares in another manner.

Q:    May I attend the Special Meeting and vote at the Special Meeting?

A:     Yes. Although the Special Meeting will not be held in person, you may attend the Special Meeting via live interactive webcast on the Internet at www.virtualshareholdermeeting.com/JWN2025SM. You will be able to listen to the Special Meeting live and vote online. The Special Meeting will begin at [•], Pacific Time, on [•], 2025. Online check-in will begin a few minutes prior to the Special Meeting. You will need the control number found on your proxy card in order to participate in the Special Meeting (including voting your shares). As the Special Meeting is virtual, there will be no physical meeting location.

Even if you plan to attend the Special Meeting, to ensure that your shares will be represented at the Special Meeting, Nordstrom encourages you to promptly grant your proxy electronically over the Internet or by telephone (using the enclosed proxy card) or sign, date and return the enclosed proxy card. If you attend the Special Meeting and vote at the Special Meeting, your vote will revoke any proxy previously submitted.

If, as of the Record Date, you are a beneficial owner of shares held in “street name,” depending on your bank, broker or other nominee, you may not vote your shares at the Special Meeting unless you obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting. Otherwise, you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form provided by your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals to be considered at the Special Meeting without your instructions.

Q:    Why did Nordstrom choose to hold a virtual Special Meeting?

A:     The Nordstrom Board decided to hold the Special Meeting virtually (rather than in person) in order to facilitate shareholder attendance and participation by enabling shareholders to participate fully, and equally, from virtually any location around the world, at no cost. However, you will bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies. Nordstrom believes this is the right choice for a company with a global footprint. A virtual Special Meeting makes it possible for more shareholders (regardless of size, resources or physical location) to have direct access to information, while saving Nordstrom and its shareholders time and money. Nordstrom also believes that the online tools that it has selected will increase shareholder communication. Nordstrom has designed its virtual format to enhance, rather than constrain, shareholder access, participation and communication.

Q:    What is a proxy?

A:     A proxy is your legal designation of another person, referred to as a “proxy,” to vote your shares of Nordstrom Common Stock. The written document describing the matters to be considered and voted on at the Special Meeting is called a “proxy statement.” The document used to designate a proxy to vote your shares of Nordstrom Common Stock is called a “proxy card.” You may follow the instructions on the proxy card to designate a proxy by telephone or over the Internet in the same manner as if you had signed, dated and returned a proxy card. Ann Munson Steines and Kenneth J. Worzel, each with full power of substitution and re-substitution, have been designated as proxy holders for the Special Meeting by the Nordstrom Board.

Q:    May I change my vote after I have submitted my proxy card?

A:     Yes. If you are a shareholder of record, you may change your vote or revoke your proxy at any time before it is exercised at the Special Meeting by:

•        submitting another validly executed proxy card with a later date and returning it to Nordstrom prior to the Special Meeting;

•        submitting a new proxy electronically over the Internet or by telephone after the date of the earlier submitted proxy;

•        delivering a written notice of revocation to Nordstrom’s Corporate Secretary; or

•        attending the Special Meeting and voting at the Special Meeting using the control number on the enclosed proxy card.

If you hold your shares of Nordstrom Common Stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote at the Special Meeting; however, depending on your bank, broker or other nominee, you may be required to obtain and submit a “legal proxy” from your bank, broker or other nominee giving you the right to vote your shares at the Special Meeting in order to do so.

Q:    If a shareholder gives a proxy, how are the shares voted?

A:     Regardless of the method you choose to grant your proxy, the individuals named on the enclosed proxy card, with full power of substitution and re-substitution, will vote your shares in the way that you direct.

If you sign and date your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted as recommended by the Nordstrom Board with respect to each proposal. This means that they will be voted: (1) “FOR” the approval of the Merger Proposal, (2) “FOR” the approval of the Compensation Proposal, and (3) “FOR” the approval of the Adjournment Proposal, and in the proxyholders’ discretion with respect to any other business that may properly come before the Special Meeting.

Q:    Should I send in my share certificates now?

A:     No. After the Merger is consummated, any holders of physical share certificates will receive a letter of transmittal containing instructions for how to send your share certificates to the Paying Agent in order to receive the appropriate cash payment for the shares of Nordstrom Common Stock represented by your share certificates. Unless you are seeking appraisal in accordance with Chapter 23B.13 of the WBCA, you should use the letter of transmittal to exchange your share certificates for the cash payment to which you are entitled. Please do not send your share certificates with your proxy card. If you hold your shares of Nordstrom Common Stock in book-entry form, the Paying Agent will pay you the Merger Consideration (subject to any applicable withholding taxes) upon receipt of a customary “agent’s message” (or such other evidence of transfer as the Paying Agent may reasonably request) and any other items specified by the Paying Agent.

Q:    What happens if I sell or transfer my shares of Nordstrom Common Stock after the Record Date but before the Special Meeting?

A:     The Record Date for the Special Meeting is earlier than the date of the Special Meeting and the expected effective date of the Merger. If you sell or transfer your shares of Nordstrom Common Stock after the Record Date but before the Special Meeting, unless special arrangements (such as provision of a proxy) are made between you and the person to whom you sell or transfer your shares and each of you notifies Nordstrom in writing of such special arrangements, you will transfer the right to receive the Merger Consideration (and the Special Dividend and Stub Period Dividend, if declared) with respect to such shares, if the Merger is consummated, to the person to whom you sell or transfer your shares, but you will retain your right to vote those shares at the Special Meeting. Even if you sell or transfer your shares of Nordstrom Common Stock after the Record Date, Nordstrom encourages you to sign, date and return the enclosed proxy card or grant your proxy electronically over the Internet or by telephone (using the instructions found on the proxy card).

Q:    What should I do if I receive more than one set of voting materials?

A:     Please sign, date and return (or grant your proxy electronically over the Internet or by telephone for) each proxy card and voting instruction form that you receive to ensure that all of your shares are voted.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction forms, if your shares are registered differently or are held in more than one account. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction form for each brokerage account in which you hold shares. If you are a shareholder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please vote all voting materials that you receive.

Q:    Where can I find the voting results of the Special Meeting?

A:     Nordstrom intends to publish final voting results in a Current Report on Form 8-K to be filed with the SEC within four business days following the Special Meeting. All reports that Nordstrom files with the SEC are publicly available when filed. See the section of this proxy statement captioned “Where You Can Find Additional Information.”

Q:    Will I be subject to U.S. federal income tax upon the exchange of Nordstrom Common Stock for cash pursuant to the Merger?

A:     The exchange of Nordstrom Common Stock for cash pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. Accordingly, a U.S. Holder who exchanges shares of Nordstrom Common Stock for cash in the Merger will generally recognize gain or loss in an amount equal to the difference, if any, between the amount of cash received with respect to such shares pursuant to the Merger and the U.S. Holder’s adjusted tax basis in such shares. A Non-U.S. Holder who exchanges shares of Nordstrom Common Stock for cash in the Merger will generally not be subject to U.S. federal income tax with respect to such exchange unless such Non-U.S. Holder has certain connections with the United States. Holders should consult their tax advisors regarding the consequences of the Merger to their particular circumstances.

For a more complete description of the U.S. federal income tax considerations of the Merger, see the section of this proxy statement captioned “Special Factors — U.S. Federal Income Tax Considerations of the Merger.”

Q:    Will I be subject to U.S. federal income tax upon the receipt of any Special Dividend or Stub Period Dividend?

A:     Any Special Dividend or Stub Period Dividend will generally constitute dividend income for U.S. federal income tax purposes to the extent paid from our current and accumulated earnings and profits, as determined under U.S. federal income tax principles. A Non-U.S. Holder will be subject to U.S. federal withholding tax at a rate of 30% of the gross amount treated as a dividend (or such lower rate specified by an applicable income tax treaty).

Special Factors

Background of the Merger

The following chronology summarizes key meetings, deliberations and events that led to the signing of the Merger Agreement. This chronology does not purport to catalog every conversation involving the members of the Nordstrom Board or Special Committee, the representatives of Nordstrom or the Special Committee, the Parent Parties, or other parties, with respect to the Merger Agreement.

Events Prior to Strategic Review

In 1901, John W. Nordstrom opened Wallin & Nordstrom, a shoe store in Seattle, Washington. Since then, Nordstrom’s business has grown into a national, highly recognizable, and well-regarded multi-line and omnichannel retailer — all under the leadership of four continuous generations of the Nordstrom family, including current Chief Executive Officer Erik Nordstrom, President and Chief Brand Officer Peter Nordstrom, and Chief Merchandising Officer James Nordstrom. Members of the Nordstrom family who are Parent Parties beneficially owned approximately [•]% of the outstanding Nordstrom Common Stock as of the Record Date.

Between June 2017 and March 2018, members of the Nordstrom family explored the possibility of pursuing a “going private” transaction in which they, together with a financial sponsor, would acquire all of the outstanding shares of Nordstrom Common Stock not held by the family group. The Nordstrom Board formed a special committee consisting entirely of independent and disinterested directors to evaluate any potential offer, which was advised by Centerview as its independent financial advisor and Sidley Austin LLP (“Sidley”) as its independent legal counsel. The family group announced a take-private proposal and subsequently exchanged proposals with the special committee. On March 20, 2018, the special committee announced that it had terminated discussions with the family group about a transaction because the special committee could not reach agreement with the family group on an acceptable price for Nordstrom. The family group and special committee subsequently disbanded.

In recent years, the retail environment in which Nordstrom competes has rapidly evolved, with full line department stores like Nordstrom losing market share to specialty, off-price, and e-commerce retailers as well as direct to consumer sales by brands. Like other full line department stores, the productivity and operating margins of Nordstrom’s stores have contracted since 2014, contributing to negative investor sentiment with respect to Nordstrom and a sharp decline in the trading multiple and price of the Nordstrom Common Stock. Many full line department stores have faced financial challenges, and some have been forced into bankruptcy, while others have engaged in strategic combinations or “go-private” transactions or made attempts to do so.

Initial Liverpool Investment

In May 2017, Graciano F. Guichard, then Chief Executive Officer of Liverpool and the current Chairman of the Liverpool Board of Directors, met Messrs. Blake, Erik and Peter Nordstrom (then Co-Presidents of Nordstrom) at an International Association of Department Stores conference. Following that initial meeting, Messrs. Graciano Guichard and Erik and Peter Nordstrom remained in contact and met during annual trade conferences hosted by Microsoft in May 2018 and 2019. During those meetings and from time to time, Messrs. Graciano Guichard and Erik and Peter Nordstrom discussed ordinary course business matters regarding the Nordstrom and Liverpool business, their shared legacies as family-founded and -run businesses and the general industry environment.

In January 2022, representatives of Liverpool contacted Messrs. Erik and Peter Nordstrom to express their interest in making a passive minority equity investment in Nordstrom. According to Liverpool, it was interested in acquiring a stake in Nordstrom as an investment because it had accumulated a substantial cash position and had not identified any attractive investment opportunities in Mexico. Liverpool indicated that its investment would allow it to diversify both geographically- and currency-wise and expressed it had no intention of exerting any control or influence over Nordstrom.

Towards the end of August 2022, after a decrease in Nordstrom’s share price, Liverpool further considered whether to make a passive investment in Nordstrom. Following an analysis of legal requirements and filings required for its investment, in September 2022, representatives of Liverpool informed Messrs. Erik and Peter Nordstrom that Liverpool would be disclosing that it had acquired via open market purchases a less than 10% stake in Nordstrom for investment purposes with no intent of influencing control over Nordstrom.

On September 15, 2022, Liverpool filed a Schedule 13G with the SEC that disclosed that it had acquired beneficial ownership of 9.9% of the outstanding Nordstrom Common Stock via open market purchases. Representatives of Liverpool contacted Messrs. Erik and Peter Nordstrom to reiterate Liverpool’s intent to remain a passive minority investor.

In light of uncertainties due to Liverpool’s rapid open-market share accumulation, among other factors, the Nordstrom Board adopted a limited-duration shareholder rights agreement on September 19, 2022. The rights agreement would be triggered by any shareholder acquiring beneficial ownership of more than 10% of the outstanding Nordstrom Common Stock, including by forming a “group” with other shareholders, except a limited number of Nordstrom family members whose existing ownership was grandfathered and retained the ability to group together, irrespective of the rights agreement. At Nordstrom’s 2023 Annual Meeting of Shareholders, shareholders approved an extension of the rights agreement until September 19, 2025, and the Nordstrom Board subsequently adopted an amendment to the rights agreement giving effect to this extension.

From time to time since Liverpool’s investment in Nordstrom and in the context of Liverpool’s monitoring of its stake, representatives of Nordstrom have had discussions with representatives of Liverpool about Nordstrom’s business and Liverpool’s investment in Nordstrom. Liverpool and Nordstrom did not discuss a specific transaction involving Nordstrom during these discussions.

Launch of Strategic Review

As part of Nordstrom’s ongoing review of its business, the Nordstrom Board, together with members of Nordstrom’s senior management, regularly review and assess the performance, competitive position, future growth prospects, business plans and overall strategic direction of Nordstrom, as well as industry trends. These reviews have included discussions on a variety of strategic alternatives that may be available to Nordstrom, including continuing as a stand-alone public company or pursuing potential strategic or financing transactions with third parties, in each case with the goal of enhancing shareholder value. In conducting these reviews, the Nordstrom Board has considered the significance of the Nordstrom family’s holdings in Nordstrom, representing aggregate beneficial ownership of approximately 33% of the outstanding shares of Nordstrom Common Stock, and the effect of such holdings on Nordstrom’s implementation of various strategic alternatives, including that a sale of Nordstrom to a third party was unlikely to be successful without the support of the Nordstrom family in light of the two-thirds of the outstanding shares voting standard for mergers under Washington law.

In the first half of 2023, members of the Nordstrom Board discussed whether the Nordstrom Board should undertake a review of potential strategic alternatives in light of, among other things, the deterioration of the trading price of Nordstrom Common Stock in the post-pandemic period and negative investor sentiment towards the department store sector. During these discussions, Messrs. Erik and Peter Nordstrom expressed support for a possible review and commented that the Nordstrom Board should proactively lead the process, and that all options should be considered, including a possible sale of Nordstrom. Messrs. Erik and Peter Nordstrom further explained that they had not talked with members of the Nordstrom family about the possibility of a transaction, but expressed their belief that both they and other members of the Nordstrom family would support any process the Nordstrom Board believed was appropriate.

In June 2023, at the Nordstrom Board’s regular off-site strategy session, the Nordstrom Board reviewed Nordstrom’s performance, competitive position, future growth prospects, business plans and overall strategic direction. A representative of Morgan Stanley, which served as a financial advisor to Nordstrom in connection with the adoption of its shareholder rights agreement in 2022 and activism defense matters in 2023, joined this meeting to discuss its views on Nordstrom’s share price performance and various strategic alternatives that might be available to it to enhance shareholder value. Following this discussion, the Nordstrom Board confirmed that management should work with financial advisors to evaluate the various strategic alternatives that might be available to Nordstrom to enhance shareholder value.

Following this meeting, Nordstrom’s senior management, led by then-Chief Financial Officer Cathy R. Smith, began to evaluate potential strategic alternatives with representatives of Morgan Stanley and Centerview, which was onboarded following direction from the Nordstrom Board to seek the input of an additional financial advisor regarding the exploration of strategic alternatives. Over the course of the next several months, at the direction of the Nordstrom Board, Nordstrom’s senior management and financial advisors evaluated a range of potential alternatives, including increasing capital return through dividends or share repurchases, sale-leaseback transactions involving Nordstrom’s real estate portfolio, a spin-off of the Nordstrom Rack business, a separation of Nordstrom’s e-commerce business, approaching Liverpool to increase to its ownership stake through a tender offer for outstanding shares of Nordstrom Common Stock, a take-private transaction of Nordstrom by a consortium of existing shareholders and potential new investors, or a sale of Nordstrom to a financial sponsor or strategic party. See the section of this Proxy Statement captioned “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and the Nordstrom Board — Potential Strategic Alternatives” for some of the factors considered by the Nordstrom Board and Special Committee, in consultation with Morgan Stanley and Centerview, in evaluating the desirability of these alternatives during the strategic process and consideration of the Merger.

At its August 2023 meeting, the Nordstrom Board received an update from Ms. Smith about the evaluations of potential strategic alternatives conducted by representatives of Morgan Stanley and Centerview. The Nordstrom Board affirmed that management should continue working with Morgan Stanley and Centerview to refine the evaluation of various strategic alternatives.

At its November 2023 meeting, the Nordstrom Board received an update from Centerview about potential strategic alternatives. The Nordstrom Board discussed that a possible take-private transaction by a consortium of existing shareholders and other investors might be an attractive alternative to provide value to Nordstrom shareholders and affirmed that management should continue with preliminary explorations of such a consortium take-private. Consistent with the Nordstrom Board’s discussion, Ms. Smith authorized representatives of Morgan Stanley and Centerview to privately contact parties involved in the department store or specialty retail industries or with interest in retail investments.

Representatives of Morgan Stanley and Centerview also discussed with Ms. Smith that refinancing Nordstrom’s existing capital structure in connection with a transaction may be challenging given market conditions. Under the “change of control” repurchase provisions of Nordstrom’s Senior Notes, Nordstrom would be required to offer to repurchase an aggregate $2.4 billion of Senior Notes upon the occurrence of a Below Investment Grade Rating Event under the Senior Notes (which requires a downgrade by all three rating agencies that relates to a Change of Control under the Senior Notes) and related Change of Control. Refinancing the Senior Notes was expected to be unattractive to a potential acquiror because of the Senior Notes’ favorable interest rates and the difficulty of obtaining comparable replacement debt financing in the prevailing capital markets environment, which would increase the acquiror’s cost of capital. Because significant additional leverage in a take-private would increase the likelihood of a Below Investment Grade Rating Event under the Senior Notes, a take-private with a substantial equity rollover from Nordstrom’s existing shareholders would likely be most attractive to potential acquirors and would potentially avoid the necessity of such a refinancing.

Initial Outreach to Potential Interested Parties

Representatives of Morgan Stanley and Centerview contacted 19 parties, including three strategic parties (including Liverpool and a party we refer to as Strategic A), 11 sovereign wealth funds and family offices, and five financial sponsors (including parties we refer to as Sponsor A, Sponsor B, Sponsor C, and Sponsor D) to evaluate their interest in Nordstrom. Certain of these sponsors had previously been involved in the family group’s exploration of a take-private transaction in 2017 – 2018. In addition, a sixth financial sponsor (which we refer to as Sponsor E) and a fourth strategic party (which we refer to as Strategic B) each contacted Nordstrom regarding a potential strategic transaction.

Between November 15, 2023 and January 19, 2024, Nordstrom, with the assistance of Sidley, entered into non-disclosure agreements with seven parties: Liverpool, Strategic A, Sponsor A, Sponsor B, Sponsor C, Sponsor D, and Sponsor E. Each of the non-disclosure agreements included a standstill provision restricting the counter-party’s ability to, among other things, make public or private proposals to acquire Nordstrom. However, these standstill restrictions would not prohibit the making of private acquisition proposals (or for certain parties would fall away completely) after, among other circumstances, Nordstrom entered into a definitive written agreement providing for any acquisition of a majority of the voting securities of Nordstrom by any person or group. Each non-disclosure agreement also prohibited the counterparty from having discussions with potential financing sources, which would include the Nordstrom family and Liverpool, without Nordstrom’s prior consent. Consistent with the Nordstrom Board’s discussions with management, representatives of Morgan Stanley and Centerview indicated to these parties that members of the Nordstrom family and potentially Liverpool might be willing to participate in a transaction as rollover equity.

On December 13, 2023, representatives of Nordstrom (including Messrs. Erik and Peter Nordstrom) held a diligence preview discussion by videoconference with Strategic A, following which Strategic A confirmed that it was not interested in pursuing a transaction.

Between January 17, 2024 and February 2, 2024, management of Nordstrom (including Messrs. Erik and Peter Nordstrom) held separate in-person management presentations for Liverpool, Sponsor A, Sponsor B, Sponsor C, Sponsor D, and Sponsor E, at which representatives of Morgan Stanley and Centerview were present. During these management presentations, Nordstrom’s management discussed Nordstrom’s operations, performance, strategy and projections for certain financial measures through fiscal year 2026 that are shown in the 2023 Projections (as defined in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information — 2023 Projections”). Between January 26, 2024 and February 9, 2024, management of Nordstrom held follow-up diligence sessions for Sponsor A, Sponsor B, and Sponsor E by videoconference with representatives of Morgan Stanley and Centerview in attendance. Prior to attending its management presentation, representatives of Liverpool reminded representatives of Nordstrom that its participation in Nordstrom was passive and would only be attending the management presentation in the context of the monitoring of its investment but was not authorized by the Liverpool board of directors to discuss any specifics relating to a potential transaction.

Formation of Special Committee

On February 4, 2024, a meeting of the Nordstrom Board was held by videoconference with Ms. Smith, Chief Legal Officer, General Counsel and Corporate Secretary Ann Munson Steines, and representatives of Morgan Stanley, Centerview, and Sidley to discuss the status of the preliminary explorations and consider the formation of a special committee of the Nordstrom Board in light of the possibility that members of the Nordstrom family might participate in a potential transaction involving these parties. Representatives of Morgan Stanley and Centerview presented on the status of outreach, feedback received from parties, and the challenges of a transaction with material incremental leverage due to the Below Investment Grade Rating Event provisions in Nordstrom’s Senior Notes. During the meeting, Messrs. Erik and Peter Nordstrom confirmed their interest in participating in a potential transaction as shareholders, noting that they would be interested in retaining their ownership and that they desired permission from the Nordstrom Board to explore independently whether other Nordstrom family members and Liverpool would also potentially be interested in doing so. Messrs. Erik and Peter Nordstrom requested that they be given the opportunity to

make a take-private proposal for the independent directors to consider, and that prior to making a proposal, they be allowed to negotiate directly with the interested parties already contacted by Nordstrom and any additional parties to be contacted with the assistance of Moelis & Company LLC (“Moelis”), who Messrs. Erik and Peter Nordstrom intended to engage as a financial advisor because of their experience working with Moelis, and Moelis’ knowledge, expertise, and familiarity with Nordstrom, having advised the Nordstrom family during the 2017 – 2018 negotiations. In executive session without Messrs. Erik and Peter Nordstrom present, representatives of Sidley presented to the independent directors on their fiduciary duties in a change-of-control transaction, including those involving a large shareholder in the buying group, and the role of an empowered special committee to mitigate potential conflicts of interest that could arise during a transaction involving the Nordstrom family. The Nordstrom Board determined that a board-led process would be most likely to lead to the best result for shareholders.

On February 6, 2024, representatives of Sidley held a discussion with representatives of Wilmer Cutler Pickering Hale and Dorr LLP (“WilmerHale”), counsel to Messrs. Erik and Peter Nordstrom, during which WilmerHale expressed the position of Messrs. Erik and Peter Nordstrom that they would not pursue any transaction that was hostile to Nordstrom, that any transaction ultimately involving them should be conditioned on approval by a special committee and a majority of the unaffiliated shareholders and that they would otherwise seek to be as cooperative as possible with the Nordstrom Board and special committee in connection with their exploration of a transaction. WilmerHale also confirmed that Messrs. Erik and Peter Nordstrom, as a result of the significance of Nordstrom to their family, were not, and did not expect that any of their family members with a material number of shares would be, interested in selling their shares or supporting a sale to a third party in which they did not voluntarily participate.

On February 11, 2024, an executive session of the Nordstrom Board was held by videoconference with Mses. Smith and Steines and representatives of Sidley. The independent directors discussed forming a special committee of the Nordstrom Board in light of Messrs. Erik and Peter Nordstrom’s interest in participating in a potential transaction. The independent directors also discussed the importance of the process remaining a board-led process and retaining visibility into the consideration of a transaction by the interested parties already contacted by Nordstrom. Accordingly, the independent directors discussed limiting Messrs. Erik and Peter Nordstrom to negotiating post-closing governance matters with such other parties so long as multiple parties remained in the process. In response to Messrs. Erik and Peter Nordstrom’s request that Moelis conduct additional solicitation to ensure that all interested parties were contacted, the independent directors indicated support for Moelis privately contacting potential parties in order to direct them to enter into non-disclosure agreements with Nordstrom and participate in the process overseen by a special committee.

Following the executive session, a meeting of the Nordstrom Board was held by videoconference with Mses. Smith and Steines and representatives of Sidley. After discussion, with Messrs. Erik and Peter Nordstrom abstaining from the vote, the Nordstrom Board approved the formation of the Special Committee and appointed Kirsten Green, Amie Thuener O’Toole, and Eric Sprunk as members. The Nordstrom Board delegated to the Special Committee the power and authority to: (i) consider and evaluate the advisability of an acquisition by one or more persons of all of the outstanding shares of Nordstrom Common Stock (except for shares owned by one or more shareholders who are retaining their interests), and any alternative transaction that the Special Committee deems appropriate, including the sole and exclusive authority to determine not to proceed with a potential transaction or any alternative transaction, or any of the following actions with respect thereto; (ii) establish, approve, modify, monitor and direct the process and procedures related to the negotiation, review and evaluation of a potential transaction and any alternative transaction; (iii) initiate and participate in discussions with potential counterparties to a potential transaction and any alternative transaction and their representatives (and, as the Special Committee deems appropriate, Liverpool, members of the Nordstrom family, or any other shareholders of Nordstrom); (iv) respond to any communications, inquiries or proposals regarding a potential transaction and any alternative transaction; (v) solicit expressions of interest or other proposals for a potential transaction and any alternative transaction; (vi) review, evaluate, investigate, pursue and negotiate (or oversee and direct the negotiation of) the structure, form, terms and conditions of any potential transaction and any alternative

transaction and the form, terms and conditions of any definitive agreements or documents in connection therewith, including, if applicable, the standard for shareholder approval of such potential transaction or any alternative transaction; (vii) determine whether a potential transaction or any alternative transaction is advisable, fair to, and in the best interests of Nordstrom and its shareholders (or any subset of the shareholders of Nordstrom that the Special Committee determines to be appropriate); (viii) make one or more recommendations, as appropriate, to the Nordstrom Board as to what action should be taken by the Nordstrom Board, if any, with respect to a potential transaction and any alternative transaction, including regarding the approval of a potential transaction or any alternative transaction and its recommendation for approval by Nordstrom’s shareholders; (ix) review, analyze, evaluate and monitor all proceedings and activities of Nordstrom related to a potential transaction and any alternative transaction; (x) take such actions as the Special Committee may deem to be necessary, appropriate or advisable in connection with Nordstrom’s anti-takeover provisions, including actions with respect to (a) the adoption, amendment, waiver or redemption of Nordstrom’s shareholder rights plan or a replacement thereto, and (b) the approval or waiver of a potential transaction or any alternative transaction, or any discussions, negotiations or formations of a “group” relating thereto, involving any potential counterparty or any of Nordstrom’s existing shareholders, for purposes of Chapter 23B.19.040 of the WBCA; (xi) investigate Nordstrom, Liverpool, members of the Nordstrom family, and any potential counterparties, any potential transaction, any alternative transaction, and any matters related thereto as it deems appropriate; (xii) retain advisors (including legal counsel, financial advisors and strategic consultants) on behalf of the Special Committee or Nordstrom, negotiate, execute and deliver and cause to be negotiated, executed and delivered any agreements or documents that the Special Committee may deem to be necessary, appropriate or advisable in connection therewith (including any engagement letter, indemnification agreement, confidentiality agreement, exclusivity agreement, non-solicitation agreement or standstill agreement), waive rights under all such agreements and documents, and direct payment of monies by Nordstrom in connection therewith; and (xiii) take such other actions as the Special Committee may deem to be necessary, appropriate or advisable for the Special Committee to discharge its duties. The Nordstrom Board also determined that the members of the Special Committee were independent of and disinterested with respect to members of the Nordstrom family (including Messrs. Erik and Peter Nordstrom), Liverpool, members of Nordstrom’s management, and their respective affiliates and associates, and a potential transaction.

On February 14, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Sidley. At the meeting, the Special Committee reviewed disclosures by Morgan Stanley, Centerview, Sidley, and Perkins Coie LLP (“Perkins”), which was under consideration to be the Special Committee’s Washington counsel, regarding fees earned since 2021 from Nordstrom, Liverpool, Messrs. Bruce, Erik, Peter and James Nordstrom, and Ms. Anne Gittinger. The disclosures from Morgan Stanley with respect to Messrs. Bruce, Erik, Peter and James Nordstrom, and Ms. Anne Gittinger were based on the reasonable belief of the senior deal team members of Morgan Stanley following their good faith inquiry as to whether Morgan Stanley or an affiliate thereof was engaged for investment banking services by, or received any fees from any of the aforementioned individuals over the prior two year period. Except as follows no fees were identified in such disclosures during this period: (i) Morgan Stanley had received fees from Nordstrom in connection with various financial advisory and financing matters, including the adoption of the shareholder rights agreement and activism defense matters; (ii) Sidley had received fees from Nordstrom principally in connection with adoption and extension of the shareholder rights agreement and activism defense and corporate governance matters; and (iii) Perkins had received fees from Nordstrom relating to various ordinary course business and litigation matters. See the section of this proxy statement captioned “Special Factors — Opinion of Morgan Stanley & Co. LLC to the Special Committee” and “Special Factors — Opinion of Centerview Partners LLC to the Special Committee” for additional information about Morgan Stanley’s and Centerview’s relationships to Nordstrom and certain of the Parent Parties. After discussion, the Special Committee determined to engage Sidley as legal counsel, Perkins as Washington legal counsel, and Centerview as a financial advisor based on their experience, qualifications and absence of potential conflicts of interest that would impact the ability to provide independent advice, in each case subject to negotiation of engagement letters.

On February 18, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Sidley. The Special Committee selected Mr. Sprunk as chair. After discussion, the Special Committee determined to engage Morgan Stanley as a financial advisor based on its experience, qualifications and absence of potential conflicts of interest that would impact the ability to provide independent advice, subject to negotiation of an engagement letter. The Special Committee also discussed

certain matters related to Messrs. Erik and Peter Nordstrom’s involvement in the process, affirming that they should be permitted to have discussions with the interested parties only after Nordstrom received price indications and after Messrs. Erik and Peter Nordstrom entered into a non-disclosure agreement with Nordstrom. However, to provide Messrs. Erik and Peter Nordstrom an opportunity to share their views on post-closing governance with the bidders prior to the submission of price indications, the Special Committee also determined that Messrs. Erik and Peter Nordstrom should be invited to provide a list of priorities for post-closing governance arrangements that could be provided to such bidders for purposes of formulating their proposals.

On February 20, 2024, Mr. Erik Nordstrom held a discussion with Mr. Eric Sprunk, during which he requested that he and Mr. Peter Nordstrom be permitted to have discussions with the interested parties already involved in the process while Moelis conducted outreach to potential interested parties. Mr. Sprunk conveyed that the Special Committee believed it was important to have visibility into any discussions that Messrs. Erik and Peter Nordstrom had with interested parties.

On February 21, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Sidley. The Special Committee discussed Messrs. Erik and Peter Nordstrom being permitted to have discussions with the interested parties involved in the process so long as a representative of Morgan Stanley or Centerview was in attendance.

On February 22, 2024, Mr. Erik Nordstrom sent an email to Mr. Sprunk with the post-closing governance priorities that could be provided to other parties for consideration in their proposals. Mr. Sprunk subsequently requested that Mr. Erik Nordstrom provide more detail about the priorities to better assist the interested parties.

On February 25, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview, and Sidley. After receiving an update on feedback received from the parties who had been contacted, the Special Committee requested that Morgan Stanley, Centerview and Sidley prepare a process letter to be provided to those parties who were still involved in the process to request preliminary indications of interest for a transaction. Representatives of Sidley also noted that the members of the Special Committee had completed confirmatory interviews with a representative of Sidley regarding the independence and disinterestedness of the Special Committee members with respect to a potential transaction, and no concerns were identified.

On February 26, 2024, Mr. Sprunk had a discussion with Mr. Erik Nordstrom regarding the post-closing governance priorities previously identified by Mr. Erik Nordstrom.

On February 27, 2024, the Special Committee met with the other independent directors in an executive session of the Nordstrom Board with Mses. Smith and Steines following the Nordstrom Board’s regular meeting to provide them with an update on the process. Representatives of Sidley joined for a portion of the meeting to present a process letter proposed to be sent to the interested parties. Following discussion, the independent directors confirmed their agreement with the Special Committee’s proposal to send the process letter and to require Messrs. Erik and Peter Nordstrom to have discussions with the interested parties only regarding governance matters and only with the attendance of representatives of Morgan Stanley or Centerview. In addition, the independent directors confirmed alignment with the Special Committee’s proposal that Messrs. Erik and Peter Nordstrom must enter into a non-disclosure agreement with Nordstrom, which agreement would, among other things, limit their ability to speak with third parties regarding a potential transaction and include “standstill” obligations, which would limit their ability to exercise certain rights in connection with their ownership of Nordstrom Common Stock.

On February 29, 2024, Mr. Sprunk sent an email to Messrs. Erik and Peter Nordstrom specifying conditions for their involvement in the process, which reflected the Special Committee’s discussion with the independent directors: Messrs. Erik and Peter Nordstrom would be allowed to have discussions with the interested parties only after the Special Committee received preliminary indications of interest from such parties; the discussions would be limited to post-closing governance matters; a representative of Morgan Stanley or Centerview would attend any discussions; and Messrs. Erik and Peter Nordstrom would be required to enter into a non-disclosure agreement with Nordstrom.

On March 3, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview, and Sidley. The Special Committee authorized the representatives of Morgan Stanley and Centerview to send the process letter to the interested parties who remained in the process (other than Liverpool) and to omit the list of governance priorities previously provided by Messrs. Erik and Peter Nordstrom due to what the Special Committee believed was their lack of specificity. Later that day, Mr. Sprunk informed Mr. Erik Nordstrom of the Special Committee’s determination, and representatives of WilmerHale informed representatives of Sidley that Messrs. Erik and Peter Nordstrom desired to directly negotiate with interested parties and present a proposal to the Special Committee for consideration; indicated concerns with the Special Committee’s intent to send the process letter to the interested parties; and stated that, as a result of the extent of proposed conditions limiting them to discussing possible post-closing governance matters with interested parties and only with Nordstrom’s advisors present, Messrs. Erik and Peter Nordstrom were reconsidering their willingness to proceed with a proposed transaction.

Between the management meetings and March 5, 2024, Ms. Smith, representatives of Morgan Stanley and Centerview periodically discussed Nordstrom’s business and the potential transaction with representatives of Sponsor A, Sponsor B, Sponsor C, Sponsor D, and Sponsor E, including preliminary discussions about the impact of preferred or other structured investments on the ratings of Nordstrom’s Senior Notes. During this period, Sponsor B and Sponsor D indicated that they were not interested in proceeding with a transaction with Nordstrom.

On March 5, 2024, representatives of Morgan Stanley and Centerview sent a process letter to Sponsor A, Sponsor C and Sponsor E, the parties, other than Liverpool, who had not already indicated they were not interested in pursuing a transaction, that set forth guidelines for the submission of a preliminary indication of interest with respect to a potential acquisition of 100% of the outstanding shares of Nordstrom Common Stock by March 22, 2024. The process letter also requested details about assumptions as to the structure of the transaction if the parties were anticipating that existing shareholders would participate.

On March 6, 10, 13, 16, and 20, 2024, the Special Committee met by videoconference with Ms. Smith (solely for the meetings on March 6, 16, and 20, 2024), Ms. Steines and representatives of Morgan Stanley, Centerview, and Sidley. During these meetings, the Special Committee discussed certain matters related to Messrs. Erik and Peter Nordstrom’s involvement in the process, received updates regarding discussions with the parties who had received the process letter, and discussed the Reuters report described below. During the meeting on March 16, 2024, representatives of Morgan Stanley and Centerview presented on the “change of control” repurchase provisions in Nordstrom’s Senior Notes and the ability of an acquiror to seek review of a potential transaction by the rating agencies prior to signing to receive feedback on whether the proposed transaction would result in a downgrade of the Senior Notes following signing (the “RES/RAS process”).

On March 6, 2024, Mr. Erik Nordstrom informed Mr. Sprunk that he and Mr. Peter Nordstrom intended to refrain from signing a non-disclosure agreement with Nordstrom until preliminary indications had been received from the interested parties.

On March 18, 2024, Nordstrom entered into a non-disclosure agreement with a financial sponsor (which we refer to as Sponsor F) who had been initially contacted by Moelis as part of its outreach authorized by the Special Committee. The non-disclosure agreement was substantially similar to the non-disclosure agreements entered into by the other financial and strategic parties.

On March 19, 2024, a management presentation was held with Sponsor F in Seattle with representatives of Nordstrom’s management (including Messrs. Erik and Peter Nordstrom), Morgan Stanley and Centerview in attendance. Shortly afterwards, Sponsor F informed representatives of Morgan Stanley and Centerview that it was not interested in proceeding with a transaction with Nordstrom.

Also on March 19, 2024, the Special Committee executed an engagement letter with Perkins as its independent legal counsel.

Also on March 19, 2024, Reuters reported that the Nordstrom family was seeking to take Nordstrom private and that Morgan Stanley and Centerview had been asked to reach out to financial sponsors to gauge their interest in a deal.

On March 20, 2024, the Special Committee executed an engagement letter with Sidley as its independent legal counsel.

On March 22, 2024, Sponsor E submitted a non-binding indication of interest to acquire all of Nordstrom’s outstanding common stock at a price between $21.00-$22.00 cash per share. The indication stated that Sponsor E would be interested in exploring a partnership with key shareholders, that the indicated price range was predicated on satisfactory agreements with potential partners including relevant protections and preferences, and that it intended to structure the investment to ensure Nordstrom could meet its long-term capital structure goals, including maintaining existing debt. Also that day, Sponsor A verbally indicated to representatives of Centerview that they were not interested in acquiring the Nordstrom Common Stock, but that they may have an interest in a proposed sale-leaseback of Nordstrom’s real estate assets valued at approximately $2 billion, as well as a perpetual preferred stock investment with a 13% coupon.

Also on March 22, 2024, a financial sponsor contacted representatives of Morgan Stanley and Centerview regarding the possibility of a transaction, but later declined to receive a management presentation and did not sign a non-disclosure agreement with Nordstrom.

Sponsor C did not submit an indication of interest and subsequently confirmed that they were not interested in proceeding with a transaction with Nordstrom.

On March 24, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview, and Sidley to discuss the indications received from Sponsor A and Sponsor E, including the execution complexities and negative financial statement implications to the sale-leaseback proposed by Sponsor A. The Special Committee affirmed that Sponsor A’s oral indication for a sale-leaseback was not an attractive alternative to remaining as a standalone company.

On March 24, 2024, Mr. Sprunk provided Mr. Erik Nordstrom with a summary of the indications received from Sponsor A and Sponsor E. Mr. Sprunk reiterated that the Special Committee required Messrs. Erik and Peter Nordstrom to enter into a non-disclosure agreement with Nordstrom before engaging in any negotiations with the interested parties.

On March 29, 2024, representatives of Sidley, Perkins, WilmerHale and Davis, Wright and Tremaine LLP (Washington counsel to Messrs. Erik and Peter Nordstrom) (“DWT”) discussed the terms of a potential non-disclosure agreement proposed to be entered into by Messrs. Erik and Peter Nordstrom, as well as the potential applicability of the Washington moratorium statute in Chapter 23B.19.040(1) of the WBCA to the potential transaction. All of the parties agreed that, given that the transaction was to be consensual and would be conditioned upon the approval of both the Special Committee and holders of a majority of unaffiliated holders of Nordstrom Common Stock, the parties should agree to take (or refrain from taking) such actions and structure the transaction in such a manner as to ensure that the Washington moratorium statute not be applicable to the potential transaction.

On March 30, 2024, the Special Committee met by videoconference with the other independent directors, Mses. Smith and Steines, and representatives of Morgan Stanley, Centerview, and Sidley. Ms. Smith reviewed the 2023 Projections that were used for the preliminary valuation analysis undertaken by Morgan Stanley and Centerview, explaining that they reflected the three-year long-term plan approved by the Nordstrom Board in November 2023 and two additional years extrapolated from it. Representatives of Morgan Stanley and Centerview reviewed the process to date and the indications received from Sponsor A and Sponsor E, and presented their preliminary valuation analysis based on the 2023 Projections. Following discussion, the Special Committee and the independent directors determined that Messrs. Erik and Peter Nordstrom should be permitted to have negotiations with Sponsor E (which would not be limited to post-closing governance topics) only with a representative of Morgan Stanley or Centerview in attendance and only after entering

into a non-disclosure agreement with Nordstrom. Following the meeting, Mr. Sprunk spoke with Mr. Erik Nordstrom and conveyed the Special Committee and the independent directors’ decision with respect to Messrs. Erik and Peter Nordstrom having discussions with Sponsor E.

On April 4, 2024, representatives of WilmerHale informed representatives of Sidley that trusteeship of certain trusts containing shares of Nordstrom Common Stock would be transferred to Messrs. Erik and Peter Nordstrom due to the health of their father Mr. Bruce Nordstrom; as a result of such transfers, Messrs. Erik and Peter Nordstrom would be required to file a Schedule 13D with the SEC on account of the increase of their combined beneficial ownership of Nordstrom Common Stock and that in such filing, they would be required to report their exploration of a potential transaction with Nordstrom. Mr. Erik Nordstrom subsequently communicated this information to Mr. Sprunk.

On April 10, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Sidley. At the request of the Special Committee, Messrs. Erik and Peter Nordstrom also joined for a portion of the meeting to explain their desire to hold negotiations with Sponsor E without Morgan Stanley or Centerview in attendance.

On April 13 and 14, 2024, the Special Committee met by videoconference with the other independent directors, Ms. Steines, and representatives of Sidley. The Special Committee updated the independent directors on the status of the process, including the upcoming Schedule 13D filing by Messrs. Erik and Peter Nordstrom. After discussion, the Special Committee and the independent directors aligned on not requiring a representative of Morgan Stanley and Centerview to attend discussions between Messrs. Erik and Peter Nordstrom and Sponsor E. In exchange, the Special Committee and the independent directors aligned on requiring Messrs. Erik and Peter Nordstrom to provide the Special Committee with updates on their discussions with possible financing sources and with documentation regarding their discussions that the Special Committee reasonably requested, which commitments would be incorporated in the non-disclosure agreement being negotiated. Following the meeting, Mr. Sprunk spoke with Mr. Erik Nordstrom to update him on the Special Committee’s decision.

On April 17, 2024, the Special Committee met by videoconference with Mses. Smith and Steines, and representatives of Morgan Stanley, Centerview, Sidley and Joele Frank, Wilkinson Brimmer Katcher (“Joele Frank”) to discuss a press release to be issued by Nordstrom confirming the formation of the Special Committee and Messrs. Erik and Peter Nordstrom’s expression of interest in exploring a potential transaction with Nordstrom. That day, the Nordstrom Board executed a unanimous written consent that approved the formation of a group among Messrs. Erik and Peter Nordstrom and certain other persons for purposes of the Washington moratorium statute. Later that day, Nordstrom entered into a non-disclosure agreement with Messrs. Erik and Peter Nordstrom. The non-disclosure agreement included a standstill provision restricting Messrs. Erik and Peter Nordstrom’s ability to, among other things, make proposals to acquire Nordstrom; however, they would be able to make private proposals to acquire Nordstrom after, among other circumstances, Nordstrom entered into a definitive written agreement providing for any acquisition of 30% or more of the voting securities of Nordstrom by any person or group. The non-disclosure agreement also limited the ability of Messrs. Erik and Peter Nordstrom to discuss the potential transaction with third parties, including potential financing sources. The Special Committee did however, grant permission to Messrs. Erik and Peter Nordstrom to speak with members of the Nordstrom Family, Liverpool, and Sponsor E with respect to a potential transaction.

On April 18, 2024, Messrs. Erik and Peter Nordstrom met with Sponsor E to discuss the possibility of Sponsor E serving as an equity financing source.

Later that day, Nordstrom issued a press release confirming that Messrs. Erik and Peter Nordstrom had expressed interest in exploring a possible transaction and Messrs. Erik and Peter Nordstrom and certain related trusts filed a Schedule 13D in which they publicly disclosed an intent to effect a going private transaction, which was expressly conditioned on approval by the Special Committee and an affirmative vote of a majority of the unaffiliated shareholders of Nordstrom. Immediately prior to the issuance of the press release and with the permission of the Special Committee, Mr. Erik Nordstrom contacted representatives

of Liverpool to inform Liverpool that Sponsor E and Messrs. Erik and Peter Nordstrom would be interested in pursuing a potential transaction. However, no specific terms regarding governance or other aspects of a potential transaction were discussed.

On April 19, 2024, Mr. Sprunk spoke with Mr. Erik Nordstrom regarding the process, during which Mr. Erik Nordstrom informed Mr. Sprunk that as previously discussed and approved by the Special Committee, he and Mr. Peter Nordstrom had begun discussions with the other members of their family about a possible rollover in a transaction and with each of Sponsor E and Liverpool regarding their potential interest in each being a financing source for a potential transaction and that each of Strategic B and a strategic party in the department store industry (which we refer to as Strategic C) had contacted him about being a financing source. Mr. Sprunk updated the Special Committee about this discussion at its April 21, 2024, meeting by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley.

On April 25, 2024, the Special Committee, through Sidley, formally engaged Joele Frank as its independent communications advisor.

Beginning on April 27, 2024, Nordstrom responded to due diligence requests from Messrs. Erik and Peter Nordstrom, Liverpool, and Sponsor E and their respective separate advisors by providing access to commercial and legal diligence materials uploaded to a virtual data room.

On April 28, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Sidley. At the request of the Special Committee, Mr. Erik Nordstrom joined a portion of the meeting to update the Special Committee on the status of his and Mr. Peter Nordstrom’s discussions with each of Liverpool and Sponsor E and inbounds from each of Strategic B and Strategic C. The Special Committee granted permission for Messrs. Erik and Peter Nordstrom to engage in discussions with each of Strategic B and Strategic C regarding a potential transaction, subject to such parties entering into a non-disclosure agreement with Nordstrom.

On April 30, 2024, Nordstrom and Sponsor E entered into a letter agreement confirming the Special Committee’s prior oral permission for Sponsor E to have discussions with Messrs. Erik and Peter Nordstrom and Liverpool regarding a potential transaction.

On May 1, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented materials regarding the retail industry, including challenges in the department store sector and related negative investor sentiment about the department store sector, Nordstrom’s share price performance and multiple over time, and updated preliminary valuation analysis.

On May 5, 2024, the Special Committee met by videoconference with the other independent directors, Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. Ms. Smith again reviewed Nordstrom’s long-term plan and representatives of Morgan Stanley and Centerview then presented materials substantially similar to the materials presented to the Special Committee on May 1. Representatives of Morgan Stanley and Centerview noted, among other things, that the 2023 Projections exceeded consensus estimates for the corresponding periods, that Nordstrom had been inconsistent in achieving its long-term plan, that Nordstrom’s trading multiple appeared to be range bound based on negative investor sentiment, and that improving Nordstrom’s multiple would require, among other things, consistent performance on the long-term plan over a sustained period of time.

On May 7, 2024, representatives of Sidley, on behalf of the Special Committee, confirmed for Liverpool the Special Committee’s prior oral permission to engage in discussions with Messrs. Erik and Peter Nordstrom regarding a potential transaction and Liverpool’s role as a potential equity financing source.

On May 8, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. At the request of the Special Committee, Mr. Erik Nordstrom joined a portion of the meeting to update the Special Committee on the status of his and Mr. Peter Nordstrom’s discussions with each of Liverpool and Sponsor E and potential discussions with

Strategic C. The Special Committee also considered updated relationship disclosures from Morgan Stanley and Centerview regarding Sponsor E. Also that day, Nordstrom and Messrs. Erik and Peter Nordstrom entered into a letter agreement confirming the prior oral permission granted by the Special Committee to have discussions with each of Sponsor E and Liverpool regarding a potential transaction.

On May 13, 2024, Liverpool received a draft of the post-closing governance proposal from Moelis. Representatives of Liverpool met with Messrs. Erik and Peter Nordstrom to broadly discuss the post-closing governance structure as between Liverpool, Sponsor E and members of the Nordstrom family. According to Liverpool, before proceeding to change its investment intent and explore participating in a potential transaction, it wanted to confirm general alignment on post-closing governance rights.

During the Nordstrom Board’s regular meeting on May 21 and 22, 2024, Mr. Erik Nordstrom informed the independent directors that he and Mr. Peter Nordstrom were unable to reach satisfactory terms on which Sponsor E would participate in a potential transaction and that they thought that a potential transaction involving Strategic C may be possible.

On May 26, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Sidley presented on a draft Merger Agreement, to which the Special Committee provided feedback, and the Special Committee discussed requesting that Messrs. Erik and Peter Nordstrom, and any third parties with whom they were to seek to bid jointly with, provide feedback on a term sheet reflecting key terms in the draft Merger Agreement as part of their initial proposal. The Special Committee also discussed the timeline for a possible transaction, with the Special Committee agreeing that Messrs. Erik and Peter Nordstrom, and any such third party or parties, should be requested to provide a proposal by June 28, 2024. Representatives of Morgan Stanley and Centerview provided this timeline to Moelis on May 28, 2024, in response to which Moelis indicated that their ability to submit a proposal on that timeline was subject to discussions with potential third party transaction partners.

Also on May 26, 2024, Nordstrom entered into a non-disclosure agreement with Strategic C on terms substantially similar to those previously entered into with the other financial and strategic parties. Strategic C was subsequently granted access to the virtual data room and received a management presentation on June 5, 2024 with representatives of Nordstrom’s management (including Messrs. Erik and Peter Nordstrom), Morgan Stanley, and Centerview in attendance.

On May 28, 2024, Nordstrom and Messrs. Erik and Peter Nordstrom entered into a consent letter confirming the Special Committee’s prior oral permission to have discussions with Strategic C regarding a potential transaction.

On May 29, 2024, the Special Committee met by videoconference with Ms. Smith and representatives of Morgan Stanley, Centerview and Sidley, during which representatives of Sidley presented on a term sheet reflecting key terms in the draft Merger Agreement previously discussed, to which the Special Committee provided feedback.

On June 9, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. The Special Committee discussed transaction process, Nordstrom’s first quarter results, and a draft process letter to be sent to Messrs. Erik and Peter Nordstrom to fix a timeline for Messrs. Erik and Peter Nordstrom to submit a proposal. At the request of the Special Committee, Messrs. Erik and Peter Nordstrom joined for a portion of the meeting to present an update on their exploration of a possible transaction, including their discussions with each of Liverpool and Strategic C. The Special Committee also considered updated relationship disclosures for Morgan Stanley, Centerview and Sidley with respect to Strategic C, including that a member of the Morgan Stanley deal team served on the coverage team for Strategic C.

On June 13, 2024, Messrs. Erik and Peter Nordstrom informed Liverpool that they were unable to reach satisfactory terms on which Sponsor E would participate in a potential transaction and that they thought that a potential transaction involving Strategic C may be possible. In the case of Sponsor E, Messrs. Erik and Peter Nordstrom communicated that they believed the economic terms sought by Sponsor E would not have enabled them to offer an adequate price, among other factors.

On June 15, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley, during which representatives of Morgan Stanley and Centerview presented a preliminary analysis of Nordstrom’s share price performance.

On June 18, 2024, the Special Committee met in person prior to the Nordstrom Board’s offsite strategy session with the other independent directors, Mses. Smith and Steines, and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented on their analysis of Nordstrom’s share price performance. Representatives of Sidley also presented on the draft Merger Agreement (and related term sheet) and process letter. The independent directors confirmed alignment with the Special Committee on sending the process letter and term sheet to Messrs. Erik and Peter Nordstrom and requesting a response by June 28, 2024.

On June 19, 2024, representatives of Morgan Stanley and Centerview provided Moelis with a process letter reiterating the previously discussed deadline of June 28, 2024 for submission of a proposal. The process letter requested Messrs. Erik and Peter Nordstrom to provide certain items, including a summary of the proposed transaction structure, the quantum of equity that would be contributed into a proposed transaction by existing shareholders, sources of all required financing, a detailed sources and uses table, and for equity financing a list of all expected sources of funding broken out by relevant person or entity and copies of any written proposals, agreements, arrangements or understandings (and summaries of any material oral discussions related thereto) exchanged between them and their proposed equity financing sources relating to the post-closing governance and capital structure of Nordstrom. The process letter also requested feedback on an included term sheet that described certain key terms of a transaction (the “Term Sheet”), which contemplated, among other things, that: (i) the transaction would be financed solely through equity investments; (ii) Nordstrom would have full specific performance rights; (iii) the Nordstrom family and Liverpool would enter into voting agreements committing to vote in favor of the transaction and explore in good faith the possibility of supporting any competing proposal; (iv) Parent would pay a reverse termination fee of 7% of equity value in certain circumstances, including if Nordstrom terminated the Merger Agreement because of a Parent material breach or failure to close, which would not be Nordstrom’s sole source of recovery in the event of an intentional breach; (v) Nordstrom would be entitled to terminate the Merger Agreement to accept a superior proposal and, in such case, would not owe a termination fee unless the Nordstrom family shareholders and Liverpool entered into an agreement to vote proportionally with the other shareholders on the superior proposal; and (vi) the equity commitment parties would be required to guarantee in full the obligations of Parent under the Merger Agreement up to the amount that the person had committed under its equity commitment letter.

On June 25, 2024, Mr. Sprunk had a discussion with Mr. Erik Nordstrom, during which Mr. Erik Nordstrom indicated that he and Mr. Peter Nordstrom would be unable to submit a proposal by the June 28, 2024 deadline because they had not reached any agreement, understanding or arrangement with any third party and were still in discussions with Liverpool, and Strategic C was still conducting diligence and considering acting as a financing source, while also reviewing potential antitrust risks. Mr. Erik Nordstrom also indicated a desire to have conversations with Strategic B about being a potential financing source. Representatives of Centerview and Moelis subsequently discussed similar matters.

Also on June 25, 2024, Messrs. Erik and Peter Nordstrom met with representatives of Liverpool and Strategic C in Salt Lake City to discuss the post-closing governance arrangements as between Liverpool, Strategic C and members of the Nordstrom family, subject to overcoming antitrust concerns involving Strategic C. According to Liverpool, before proceeding to change its investment intent and explore participating in a potential transaction, it wanted to confirm general alignment on post-closing governance rights.

On June 26, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. The Special Committee discussed extending the deadline for submission of a proposal to July 8, 2024 and ultimately determined to do so. The Special Committee also discussed the antitrust implications associated with the possible participation of Strategic C as a financing source for Messrs. Erik and Peter Nordstrom.

On June 29, 2024, Mr. Sprunk informed Mr. Erik Nordstrom about the extended July 8, 2024 deadline and subsequently communicated this to the rest of the independent directors by email.

On July 3, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley and discussed the antitrust implications associated with the possible participation of Strategic C as a financing source for Messrs. Erik and Peter Nordstrom.

On July 7, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. At the request of the Special Committee, Messrs. Erik and Peter Nordstrom joined a portion of the meeting to update the Special Committee on the status of their discussions with Liverpool, Strategic B, and Strategic C. Mr. Erik Nordstrom confirmed that, because discussions with the various potential transaction partners were not sufficiently advanced and that they had not reached any agreement, understanding or arrangement with any third party, they did not expect to submit a proposal by the extended deadline of July 8, 2024, but would provide an update on their discussions with interested parties.

On July 8, 2024, Mr. Sprunk and Mr. Erik Nordstrom discussed the transaction process, during which Mr. Erik Nordstrom confirmed that he and Mr. Peter Nordstrom would be unable to submit a proposal by the extended July 8, 2024 deadline because, among other things, Strategic C had not yet provided a definitive indication about being a financing source. Mr. Erik Nordstrom also conveyed that if Strategic C were unable to participate, he and Mr. Peter Nordstrom would explore the possibility of Liverpool providing enough capital to be the sole equity financing source or Strategic B participating as a financing source. Mr. Sprunk expressed support for that possibility. Representatives of Centerview and Moelis subsequently discussed similar matters.

On July 11, 2024, Mr. Sprunk and Mr. Erik Nordstrom discussed the transaction process, during which Mr. Erik Nordstrom conveyed that Strategic C was still considering an investment. Mr. Erik Nordstrom also conveyed that he and Mr. Peter Nordstrom had contacted Sponsor A to discuss being a financing source for their transaction should Strategic C be unable to participate or Liverpool be unwilling to provide sufficient financing to be the sole equity financing source. Representatives of Centerview and Moelis subsequently discussed similar matters.

On July 12, 2024, the Special Committee informed the other independent directors by email that a proposal had not been received by the extended deadline and that the Special Committee would consider terminating the exploration of a potential transaction in the event that Messrs. Erik and Peter Nordstrom were unable to submit a proposal in a timely manner.

Also on July 12, 2024, Nordstrom entered into a non-disclosure agreement with Strategic B on terms substantially similar to those contained in non-disclosure agreements with other financial and strategic parties. Strategic B was subsequently granted access to the virtual data room that had been populated for the other interested parties, and on July 16, 2024 representatives of Nordstrom’s management answered commercial questions from representatives of Strategic B.

On July 17, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and Mr. Peter Nordstrom to receive an update on the status of Messrs. Erik and Peter Nordstrom’s discussions with each of Liverpool, Strategic B and Strategic C, and the status of diligence by each of Strategic B and Strategic C. Following the meeting, Mr. Sprunk informed Messrs. Erik and Peter Nordstrom that they were expected to attend the next Special Committee meeting to provide a further update on discussions.

On July 21, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. As directed by the Special Committee, Messrs. Erik and Peter Nordstrom joined a portion of the meeting to update the Special Committee on the status of their discussions with third parties, including that discussions with Liverpool were ongoing, that Sponsor A was considering acting as a financing source, and that Messrs. Erik and Peter Nordstrom had been contacted by a financial sponsor (which we refer to as Sponsor H) about being a financing source in their transaction. The Special Committee granted permission for Messrs. Erik and Peter Nordstrom to engage in discussions with

Sponsor A and Sponsor H regarding a potential transaction, subject in the case of Sponsor H to entering into a non-disclosure agreement (which requirement was subsequently removed because no non-public information was provided to Sponsor H and Sponsor H did not proceed with a transaction after preliminary discussions with Messrs. Erik and Peter Nordstrom). Following the meeting, Mr. Sprunk directed Messrs. Erik and Peter Nordstrom to attend the next Special Committee meeting to provide a further update on discussions.

On July 23, 2024, Nordstrom entered into a consent letter with Messrs. Erik and Peter Nordstrom confirming the Special Committee’s prior oral permission to have discussions with each of Sponsor A and Strategic B regarding a potential transaction.

On July 26, 2024, Nordstrom and Sponsor A entered into a consent letter confirming the Special Committee’s prior oral permission to have discussions with Messrs. Erik and Peter Nordstrom regarding a potential transaction.

On July 27, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. As directed by the Special Committee, Messrs. Erik and Peter Nordstrom joined a portion of the meeting to update the Special Committee on the status of their discussions with third parties, including that Strategic C had confirmed it would not participate in a transaction due to antitrust concerns and that they remained in discussions with each of Liverpool, Strategic B, Sponsor A and Sponsor H about being a financing source. During this time, Strategic B, Sponsor A and Sponsor H performed due diligence (Sponsor H solely with regards to public information) and communicated with Messrs. Erik and Peter Nordstrom and representatives of Moelis regarding potential economic terms of potential equity financing. The Special Committee informed Messrs. Erik and Peter Nordstrom that any proposal should be submitted prior to the Nordstrom Board’s August 20 – 21, 2024 meetings.

On August 2, 2024, upon learning that Strategic C would not be participating in a transaction, Messrs. Erik and Peter Nordstrom presented to representatives of Liverpool the possibility of pursuing a transaction with Liverpool as the sole equity financing source. Liverpool’s representatives indicated that they would be open to the possibility of exploring a potential transaction, subject to further discussion around the post-closing governance and capital structure to analyze whether there was long-term alignment as between Liverpool, Messrs. Erik and Peter Nordstrom and certain members of the Nordstrom family.

On August 4, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. As requested by the Special Committee, Messrs. Erik and Peter Nordstrom joined a portion of the meeting to update the Special Committee on the status of their discussions with third parties, during which they indicated that none of Strategic B, Sponsor A or Sponsor H would be a financing source for the transaction, but that they were exploring the possibility of a proposal with members of their family, Liverpool and some incremental debt.

On August 5, 2024, representatives of Sidley and WilmerHale discussed certain process matters, including that, while no agreement, understanding or arrangement had been reached, Messrs. Erik and Peter Nordstrom were exploring the possibility of a proposal with members of their family, Liverpool and some incremental debt and that they desired to have discussions with debt financing sources in connection with such explorations. Given the possibility of incremental debt, the parties to the call understood the importance of rating agency feedback from the RES/RAS process to their clients’ willingness to proceed with a transaction.

On August 9, 2024, representatives of Sidley and WilmerHale discussed certain process matters, including the status of discussions between Messrs. Erik and Peter Nordstrom and debt financing sources in connection with such explorations.

On August 18, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. At the direction of the Special Committee, Messrs. Erik and Peter Nordstrom and representatives of Moelis and WilmerHale joined for a portion of the meeting to update the Special Committee on the status of their exploration of a transaction, including that they needed up to two weeks to submit a proposal (noting that discussions were fluid, no agreement, understanding or arrangement had been reached with any third party and that there was no assurance that a proposal would be submitted).

On August 20 and 21, 2024, the Nordstrom Board reviewed the August Projections (as defined below in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information — August 2024 Projections”) during its regular meeting.

On August 21, 2024, representatives of Sidley, Perkins, WilmerHale, and DWT discussed certain process matters relating to the Washington Moratorium Statute and the anticipated timing and sequence of Special Committee and Nordstrom Board approvals related thereto. All of the parties agreed that, given that the transaction was to be consensual, the parties should agree to take (or refrain from taking) such actions and structure the transaction in such a manner as to ensure that the Washington moratorium statute not be applicable to the transaction.

On August 26, 2024, Nordstrom and Messrs. Erik and Peter Nordstrom entered into joinder agreements with Wells Fargo Bank, N.A. and JPMorgan Chase Bank, N.A. which permitted them to be disclosed confidential information under Messrs. Erik and Peter Nordstrom’s non-disclosure agreement as potential debt financing sources for the transaction.

Bid Group Submits Initial Proposal

On August 31, 2024, representatives of WilmerHale contacted representatives of Sidley to request that Nordstrom consent to the formation of a group among certain members of the Nordstrom family and Liverpool (the “Bid Group”) and approve and waive any applicability of the Washington moratorium statute to the formation of such Bid Group for purposes of submitting a proposal to acquire the outstanding shares of Nordstrom other than those held by the Bid Group.

On September 1, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. The Special Committee approved an amendment to Nordstrom’s shareholder rights agreement to permit the formation of the Bid Group and recommended that the Nordstrom Board approve the formation of the Bid Group for purposes of the Washington moratorium statute, a form of written consent with respect to which was shortly thereafter circulated to the members of the Nordstrom Board and executed on September 1, 2024 by all but one of them on such date. Mr. Sprunk subsequently spoke with Mr. Erik Nordstrom to inform him of the Special Committee’s decision and the circulation of the written consent and expectation that such written consent would soon be executed by all members of the Nordstrom Board.

On September 3, 2024, the written consent approving the formation of the Bid Group for purposes of the Washington moratorium statute was fully executed by the Nordstrom Board; Nordstrom entered into a letter agreement with the Bid Group providing for the terms of the Bid Group’s future disbandment for purposes of the Washington moratorium statute; and Nordstrom entered into joinders to Messrs. Erik and Peter Nordstrom’s non-disclosure agreement with Nordstrom family members and related trusts who were members of the Bid Group.

Later on September 3, 2024, the Bid Group submitted a non-binding proposal to acquire all of the Nordstrom Common Stock, except for shares held by the Bid Group, for $23.00 per share (the “September 3 Proposal”). The September 3 Proposal contemplated, among other things, that (i) Liverpool and an entity formed to aggregate Nordstrom family ownership (the “Family Investor”) would make equity investments and rollover their existing equity in Nordstrom; (ii) the Bid Group would arrange a new debt facility and draw $250 million at the closing; (iii) approximately $520 million in Nordstrom cash on hand would be used to finance the merger consideration and transaction costs, leaving approximately $100 million of cash on the balance sheet following the closing; (iv) the SERP would be fully funded at the closing of the transaction in accordance with its terms except for approximately $28 million in amounts owed to Messrs. Erik, Peter and James Nordstrom; and (v) Nordstrom’s existing Senior Notes and debentures would not be refinanced and would remain outstanding following the closing. The September 3 Proposal did not include feedback on the Term Sheet or address certain other requirements referenced in the June 19 process letter.

On September 4, 2024, members of the Bid Group associated with the Nordstrom family and Liverpool each filed a Schedule 13D reporting the submission of the September 3 Proposal. Nordstrom also filed a press release announcing the receipt of the September 3 Proposal.

On September 4, 2024, representatives of Morgan Stanley and Centerview had a discussion with representatives of Moelis and J.P. Morgan Securities LLC (“J.P. Morgan”), Liverpool’s financial advisor, about certain items in the September 3 Proposal that required clarification. From time to time following submission of the September 3 Proposal, representatives of the Bid Group indicated to representatives of the Special Committee that they desired to complete the RES/RAS process as soon as authorized to do so by the Special Committee in order to assess the risk of a Below Investment Grade Rating Event under the Senior Notes.

On September 5, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley to discuss the September 3 Proposal. After discussing the items that required clarification, the Special Committee deferred further discussion about the September 3 Proposal until clarifications were provided by the Bid Group.

On September 6, 2024, representatives of Morgan Stanley and Centerview requested that Moelis and J.P. Morgan provide clarifications regarding certain items in the September 3 Proposal and provide feedback on the Term Sheet provided with the process letter.

On September 7, 2024, the Bid Group provided responses to the clarification requests (the “September 7 Update”). The September 7 Update revised the sources and uses for the September 3 Proposal, including an increase in new debt to $325 million, to reflect an increase in equity value for vested equity awards and an increase in Nordstrom’s estimated transaction costs. The September 7 Update also provided feedback on certain items included in the Term Sheet, including that (i) the Bid Group would provide 100% equity commitments; (ii) there would be no financing contingency, including related to the occurrence of a Below Investment Grade Rating Event under the Senior Notes, subject to a final agreement on price, progress with the RES/RAS process and Nordstrom’s cooperation in securing debt commitments; (iii) Nordstrom would have full specific performance rights; (iv) there would be no reverse termination fee; (v) Nordstrom would be required to submit the Merger Agreement to a shareholder vote even if the Nordstrom Board changed its recommendation as a result of a superior proposal or intervening event; and (vi) Nordstrom would be required to reimburse the Bid Group for their expenses in the event that shareholders failed to approve the Merger Agreement.

On September 9, 2024, representatives of Sidley sent representatives of WilmerHale and Simpson Thacher & Bartlett LLP (“Simpson”), Liverpool’s legal counsel, requests for clarification about their feedback on the Term Sheet, including whether (i) they proposed to include guarantees of all of Parent’s obligations and (ii) the equity commitments would be sufficient to fund all closing payments and backstop the proposed new transaction debt and Nordstrom cash proposed to be used to finance the transaction.

On September 11, 2024, representatives of WilmerHale responded to Sidley’s clarification requests, stating that, among other things, the Bid Group’s previous responses on the equity commitments and full specific performance rights were subject to reaching agreement on transaction price and progress and their satisfaction with the RES/RAS process and discussions with debt financing sources.

On September 11, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. Following discussion of the terms of engagement of Morgan Stanley and Centerview, the Special Committee approved the letters documenting the engagement of Morgan Stanley and Centerview previously approved by the Special Committee. Representatives of Sidley reminded the directors of their fiduciary duties. Representatives of Morgan Stanley, Centerview and Sidley reviewed the September 3 Proposal as updated by the September 7 Update, including that it was likely to result in a downgrade by two of the three agencies that rated Nordstrom’s Senior Notes and that all three agencies were required to downgrade the notes in order to trigger a Below Investment Grade Rating Event under the Senior Notes. Representatives of Morgan Stanley and Centerview presented their updated preliminary valuation analysis based on the August Projections. Representatives of Morgan Stanley and Centerview also reviewed considerations for making a counter-proposal.

On September 13, 2024, the Special Committee executed engagement letters with each of Morgan Stanley and Centerview with respect to their previously approved engagement as its independent financial advisors.

Also on September 13, 2024, the Special Committee met by videoconference with representatives of Sidley. The Sidley representatives reviewed the Bid Group’s feedback on the Term Sheet and proposed responses, to which the Special Committee provided feedback, including about the importance of deal certainty. The Special Committee also discussed considerations for a potential counter-proposal on price.

Special Committee’s Initial Counterproposal and Further Negotiations

On September 15, 2024, the Special Committee met by videoconference with the other independent directors, Mses. Smith and Steines, and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented their updated preliminary valuation analysis based on the August Projections. Representatives of Morgan Stanley, Centerview and Sidley reviewed the September 3 Proposal as updated by the September 7 Update, with representatives of Morgan Stanley and Centerview discussing potential counter-proposals on price and representatives of Sidley discussing potential counter-proposals on the Bid Group’s feedback on the Term Sheet. It was discussed that Nordstrom could be entering into a new credit card program agreement with TD Bank in the coming months that would result in an immediate $280 million payment to Nordstrom (the “TD Bank payment”) and that the SERP could be amended to eliminate the requirement to fully fund it at the transaction closing, which would eliminate an approximately $140 million closing payment. With it being understood that the TD Bank payment represented a payment for future services and that the SERP amendment would not eliminate future payments of the SERP benefits, it was discussed that these would nonetheless reduce the amount of external financing required for a transaction and potentially enable the Bid Group to pay a higher price than they otherwise would have been able to pay. The Special Committee recommended to the other independent directors making a $27.00 per share counter-proposal based on, among other things, the updated preliminary valuation analysis supporting an improved price and the TD Bank payment and ability to amend the SERP reducing the external financing requirements.

On September 18, 2024, the Special Committee met by videoconference with the other independent directors and representatives of Sidley. After discussion, the Special Committee and the independent directors agreed on a $27.00 per share counter-proposal, the revised Term Sheet, and a requirement that the Bid Group provide comments on the Term Sheet in their next proposal.

On September 19, 2024, the Special Committee submitted a counter-proposal of $27.00 per share and a revised Term Sheet (the “September 19 Counter-Proposal”). Mr. Sprunk and Mr. Erik Nordstrom and representatives of Morgan Stanley, Centerview, Moelis, and J.P. Morgan separately discussed the proposal. The September 19 Counter-Proposal contemplated, among other things, that (i) there would be no contingency related to the occurrence of a Below Investment Grade Rating Event under the Senior Notes; (ii) equity commitments would be provided for the full amount required to fund the merger consideration and all transaction costs, including funding of the SERP; (iii) Liverpool and the Family Investor would provide full guarantees for Parent’s obligations; (iv) Nordstrom would have full specific performance rights; (v) Parent would provide a reverse termination fee of 7% of equity value, which would not be Nordstrom’s sole source of recovery in the event of an intentional breach; (vi) Nordstrom would be entitled to terminate the Merger Agreement to accept a superior proposal and, in such case, would not owe a termination fee unless the Family Group and Liverpool entered into an agreement to vote proportionally with the other shareholders on the superior proposal; (vii) in the event the Nordstrom Board changed its recommendation as a result of an intervening event, Parent would be entitled to terminate the Merger Agreement within 10 business days of the changed recommendation and receive a termination fee of 2% of equity value; and (viii) Nordstrom would not be required to reimburse Parent for its expenses in the event that shareholders failed to approve the Merger Agreement.

On September 26, 2024, the Bid Group submitted a revised proposal of $23.75 per share and comments on the Term Sheet (the “September 26 Proposal”). The September 26 Proposal contemplated, among other things, that (i) the absence of a Below Investment Grade Rating Event under the Senior Notes would be a condition to the Merger Agreement and the equity commitment letters and Parent would be entitled

to terminate the Merger Agreement upon a Below Investment Grade Rating Event under the Senior Notes; (ii) equity commitments would only be provided in an amount equal to the equity funding contemplated by the sources and uses and not backstop the proposed debt funding or the Nordstrom cash required to fund the merger consideration and required costs; (iii) Liverpool and the Family Investor would only provide guarantees of the reverse termination fee on a several, and not joint basis; (iv) the reverse termination fee would be set at $100 million and would provide the sole source of recovery in the circumstances in which it was due; (v) Nordstrom would be entitled to specific performance of the Merger Agreement and the equity commitment letters only if the debt financing were to be funded on a substantially simultaneous basis; and (vi) Nordstrom would not be entitled to terminate the Merger Agreement to accept a superior proposal prior to a shareholder vote. The revised sources and uses submitted with the September 26 Proposal increased the new transaction debt to $400 million and did not materially change the equity investment by Liverpool and the Nordstrom family. Mr. Sprunk and Mr. Erik Nordstrom and representatives of Morgan Stanley, Centerview, Moelis, and J.P. Morgan separately discussed the proposal. The Bid Group indicated limited ability to increase their offer price further, noting that they believed $400 million in new debt was close to the maximum without triggering a Below Investment Grade Rating Event under the Senior Notes, that they had already accounted for the TD Bank payment in their cash forecasts, that they were not interested in the Nordstrom Board amending the SERP to eliminate the full funding requirement because they viewed it as a continuing liability for Nordstrom, and that there were structural limitations on increasing the Bid Group’s equity investment. With respect to the new condition and termination right connected to a Below Investment Grade Rating Event under the Senior Notes, the Bid Group explained that they viewed retention of the Senior Notes as a fundamental premise of the transaction and that any refinancing thereof could make the transaction impossible to execute in light of the prevailing capital markets environment and the impact to the cost of capital. With respect to the proposed $100 million reverse termination fee included in the proposal, the Bid Group explained that the Nordstrom family had limited liquidity and could be forced to sell significant stock to pay their portion of the fee should such fee become payable.

On September 27, 2024, the Special Committee met by videoconference with Mses. Smith and Steines (present for the initial part of the discussion) and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley, Centerview and Sidley reviewed the September 26 Proposal, with representatives of Morgan Stanley and Centerview presenting an analysis of various potential offer prices, including their impact on the quantitative leverage ratios used by rating agencies for purposes of downgrading Nordstrom’s Senior Notes, and representatives of Sidley reviewing the Bid Group’s comments on the Term Sheet. The Special Committee and its advisors discussed considerations on making a price counter-proposal and the differences in the September 26 Proposal from the September 7 Update and their reduction of deal certainty, including (i) the condition and termination right connected to a Below Investment Grade Rating Event under the Senior Notes; (ii) the fact that the equity commitments would not be sufficient to fund all closing payments; and (iii) Nordstrom’s specific performance rights would be accordingly limited.

On September 29, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley. Representatives of Sidley discussed a proposed counter-proposal to the Term Sheet included with the September 26 Proposal with the Special Committee. After discussion with its advisors, the Special Committee agreed on recommending a $25.75 per-share counter-proposal to the independent directors based on, among other things, (i) an assessment by representatives of Morgan Stanley and Centerview that the Bid Group was credibly indicating limited willingness for significant price improvement and (ii) the fact that eliminating the full funding requirement for the SERP would reduce the closing financing requirements without impacting the funding of benefits. The Special Committee also agreed on recommending a reverse termination fee equal to 5.5% of equity value.

On September 30, 2024, the Bid Group provided the Special Committee with a draft Debt Commitment Letter pursuant to which JPMorgan Chase Bank, N.A. would commit to provide a $1,200 million ABL facility in connection with the transaction, a portion of which would be available to fund the transaction.

On October 2, 2024, the Special Committee met with the other independent directors and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented an analysis of various potential offer prices, including their impact on the quantitative leverage ratios used by rating agencies for purposes of downgrading Nordstrom’s Senior Notes. Representatives of Sidley reviewed

proposed responses to key terms in the Term Sheet. Following discussion, the independent directors confirmed their alignment with the Special Committee’s proposed $25.75 per share counter-proposal and responses on the Term Sheet.

On October 3, 2024, the Special Committee submitted a counter-proposal of $25.75 per share and a revised Term Sheet (the “October 3 Counter-Proposal”). The October 3 Counter-Proposal contemplated, among other things, that (i) the equity commitments, together with the amount proposed to be drawn under the debt commitments, would be sufficient to fund the merger consideration without any use of Nordstrom cash on hand and Nordstrom would be entitled to unilaterally amend the SERP to eliminate the full funding requirement if necessary to preserve cash for closing payments; (ii) either party would be entitled to terminate the Merger Agreement in the event of a Below Investment Grade Rating Event under the Senior Notes, upon which Parent would be required to pay the reverse termination fee; (iii) the reverse termination fee would be 5.5% of equity value and not limit recoveries in the event of an intentional breach of the Merger Agreement; and (iv) Nordstrom would be entitled to terminate the Merger Agreement to accept a superior proposal, subject to the payment of a termination fee equal to 2% of equity value. The Special Committee also provided comments on the Debt Commitment Letter and requested that the Bid Group submit draft equity commitment letters and guarantees with their next proposal, in addition to a revised Term Sheet.

Mr. Sprunk and Mr. Erik Nordstrom and representatives of Morgan Stanley, Centerview, Moelis, and J.P. Morgan separately discussed the October 3 Counter-Proposal. Mr. Sprunk and representatives of Morgan Stanley and Centerview indicated that the Special Committee believed that the Bid Group had additional financial capacity to increase their price from their last proposal of $23.75, including additional debt incurrence and equity commitments, and that the Special Committee was also concerned about the closing uncertainty introduced by the revised terms submitted by the Bid Group. With respect to terms, the Special Committee indicated that (i) the Bid Group must share in the risk of a Below Investment Grade Rating Event under the Senior Notes through payment of the reverse termination fee; (ii) the $100 million reverse termination fee was considered insufficient; and (iii) committed capital must backstop the merger consideration.

On October 9, 2024, the Bid Group submitted a revised proposal of $24.00 per share and comments on the Term Sheet (the “October 9 Proposal”), together with drafts of an Equity Commitment Letter and Limited Guaranty. The October 9 Proposal contemplated, among other things, that (i) the equity commitment would equal the equity funding contemplated by the sources and uses and not backstop the Nordstrom cash required to fund the merger consideration or other closing payments; (ii) Parent would not pay a reverse termination fee upon termination of the Merger Agreement due to a Below Investment Grade Rating Event under the Senior Notes; (iii) Liverpool and the Family Investor would only provide guarantees of the reverse termination fee and only on a several, and not joint basis; (iv) the reverse termination fee would be set at $130 million and would provide the sole source of recovery in the circumstances in which it was due; (v) Nordstrom would be entitled to specific performance of the Merger Agreement and the Equity Commitment Letter only if the debt financing were funded on a substantially simultaneous basis and sufficient Nordstrom cash were available to fund the merger consideration and all transaction costs; and (vi) Nordstrom would pay a termination fee equal to 2% of equity value upon a termination for change of Board recommendation and a fee of 1% of equity value upon a termination to accept a superior proposal or if the transaction were voted down by shareholders when there was an announced competing proposal that was subsequently consummated. The revised sources and uses submitted with the October 9 Proposal increased the new transaction debt to $425 million and did not materially change the equity investment by Liverpool and the Nordstrom family.

Mr. Sprunk and Mr. Erik Nordstrom and representatives of Morgan Stanley, Centerview, Moelis, and J.P. Morgan separately discussed the proposal. The Bid Group indicated they had structural limits to further price increases and that, while $24.00 per share was not a “best and final” offer, further price improvement would be tied to the resolution of the critical legal items in the Bid Group’s favor. The Bid Group indicated the critical need for the absence of a reverse termination fee for the termination of the Merger Agreement due to a Below Investment Grade Rating Event under the Senior Notes, which they characterized as sharing the risk of the notes downgrade because the Bid Group would bear all of the risk of a notes downgrade in the 60 days post-closing when the repurchase provisions could still be triggered by downgrades. The Bid Group explained that the 30% increase in the size of the reverse termination fee from their prior proposal (1) results

in a reverse termination fee equivalent to approximately 5.5% of the implied equity value of Nordstrom, excluding shares owned by the Bid Group, and (2) imposes significant incentives on the Nordstrom family to consummate the transaction since they would be paying 50% of the fee and could be forced to fund it through significant stock sales that could harm themselves and other shareholders.

On October 11, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley to discuss the October 9 Proposal. Representatives of Morgan Stanley and Centerview presented an analysis of various potential offers, including their impact on the quantitative leverage ratios used by rating agencies for purposes of downgrading Nordstrom’s Senior Notes. Representatives of Morgan Stanley presented on factors that could impact the likelihood of the rating agencies downgrading Nordstrom’s Senior Notes after a RES/RAS process that results in a re-affirmation of the notes ratings following announcement of a transaction. The Special Committee discussed the risk of a downgrade of Nordstrom’s Senior Notes after signing and possible limits on the Bid Group’s ability to increase its offer. The Special Committee agreed on recommending a bifurcated reverse termination fee to the independent directors, with a higher fee for failing to close and a lower fee for the termination of the Merger Agreement due to a Below Investment Grade Rating Event under the Senior Notes.

On October 13, 2024, the Special Committee met by videoconference with the other independent directors, Mses. Smith and Steines, and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented a sensitivity analysis of potential sales declines impacting Nordstrom’s EBITDA and cash on hand based on analyses by Nordstrom’s management. The Special Committee and the other independent directors discussed that if Nordstrom received the TD Bank payment before signing and the SERP were amended to eliminate the full funding requirement, this would provide significant cushion on top of Nordstrom’s cash projections. Representatives of Sidley presented proposed responses to the Term Sheet included in the October 9 Proposal, to which the Special Committee and the independent directors provided feedback. The Special Committee and the other independent directors discussed the importance of the Bid Group paying a reverse termination fee in the event of a ratings downgrade as a means of sharing the risk between the parties. The Special Committee discussed a potential price counter-proposal with its advisors and the other independent directors.

On October 14, 2024, representatives of Sidley, WilmerHale and Simpson discussed certain considerations to amending the SERP to eliminate its full funding requirement.

On October 14, 2024, the Special Committee met by videoconference with the other independent directors and representatives of Sidley. Ms. Smith also joined for a portion of the meeting to review the August Projections and certain assumptions contained therein. The Special Committee and the independent directors discussed the August Projections, including management’s historical performance on its long-term plans, and the likelihood of Nordstrom’s trading multiple improving based on consistent execution of the plan. Following discussion, alignment was reached on the proposed response to the October 9 Proposal, including a $25.00 per share counter-proposal.

On October 15, 2024, the Special Committee submitted a counter-proposal of $25.00 per share and a revised Term Sheet (the “October 15 Counter-Proposal”). The October 15 Counter-Proposal contemplated, among other things, that (i) either party would be entitled to terminate the Merger Agreement in the event of a Below Investment Grade Rating Event under the Senior Notes, upon which Parent would be required to pay a reverse termination fee; (ii) Liverpool’s equity commitment, together with the amount proposed to be drawn under the debt commitment, would be sufficient to fund the merger consideration and Nordstrom transaction expenses without any use of Nordstrom cash on hand; (iii) Nordstrom would be entitled to unilaterally amend the SERP to eliminate the full funding requirement if necessary to preserve cash to pay transaction expenses; (iv) Nordstrom would be entitled to specific performance to require the equity commitment to be funded and Parent to close even if there were less Nordstrom cash than projected; and (v) the reverse termination fee would be $100 million for a Below Investment Grade Rating Event under the Senior Notes and $170 million for a material breach or failure to close when required to do so, and would not limit recoveries in the event of an intentional breach of the Merger Agreement. Mr. Sprunk and Messrs. Erik and Peter Nordstrom and representatives of Morgan Stanley, Centerview, Moelis, and J.P. Morgan separately discussed the proposal.

On October 17, 2024, the Bid Group submitted a “best and final” proposal of $24.25 per share and a revised Term Sheet (the “October 17 Best and Final Proposal”). The October 17 Best and Final Proposal contemplated, among other things, that (i) the Bid Group’s equity commitments and debt financing would not be sufficient to fund the merger consideration or required costs, which would require $620 million of Nordstrom cash; (ii) if Nordstrom has less than $620 million of cash on hand or if the full amount of the debt financing were not available, the Bid Group could not be required to close and would instead pay the reverse termination fee; and (iii) the Bid Group accepted the $170 million and $100 million reverse termination fees. Mr. Sprunk and Messrs. Erik and Peter Nordstrom and representatives of Morgan Stanley, Centerview, Moelis, and J.P. Morgan separately discussed the October 17 Best and Final Proposal. The revised sources and uses submitted with the October 17 Best and Final Proposal increased the new transaction debt to $450 million and did not materially change the equity investment by Liverpool and the Nordstrom family. The Bid Group requested permission from Nordstrom to approach the ratings agencies with respect to the RES/RAS process to further assess the risks associated with a Below Investment Grade Rating Event, but the Special Committee believed that such discussions would be unproductive while price was not settled and documentation had not yet been negotiated and declined to provide permission.

On October 18, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented an analysis of Nordstrom’s share price performance, including that a recent National Retail Federation report had contributed to the stock price rising above the offer price in the October 17 Best and Final Proposal. After discussion, the Special Committee agreed that the October 17 Best and Final Proposal needed to be contextualized by the Bid Group’s responses on definitive documentation before it was discussed with the other independent directors in order to allow for a more fulsome assessment of the terms of the transaction, including matters affecting deal certainty. Accordingly, the Special Committee instructed the representatives of Sidley to review draft definitive documentation with the Special Committee at its next meeting in advance of distribution to the Bid Group.

On October 18, 2024, Mr. Sprunk spoke by phone with Messrs. Erik and Peter Nordstrom to inform them of the Special Committee’s intentions to progress definitive documentation in order to contextualize the Bid Group’s October 17 Best and Final Proposal before reviewing it with the independent directors in order to allow for a more fulsome assessment of the terms of the transaction, including matters affecting deal certainty. Representatives of Morgan Stanley and Centerview also conveyed this message to representatives of Moelis and J.P. Morgan.

On October 20, 2024, the Special Committee met by videoconference with Mses. Smith and Steines (in part) and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented a sensitivity analysis for Nordstrom’s EBITDA and sales in the fourth quarter and effect on a risk of a downgrade of the Senior Notes by the ratings agencies. Sidley reviewed draft definitive documentation to be provided to the Bid Group, including responses on the Term Sheet included with the October 17 Best and Final Proposal, to which the Special Committee provided feedback. Following discussion, the Special Committee instructed the Sidley representatives to send the draft definitive documentation to the Bid Group’s attorneys.

Later on October 20, 2024, representatives of Sidley sent a draft Merger Agreement and draft Support Agreement, and comments on the Equity Commitment Letter and Limited Guaranty previously provided by the Bid Group on October 9, to WilmerHale and Simpson. The draft documents contemplated, among other things, that (i) Parent could not be required to close, and Liverpool could not be required to fund its equity commitment, if the portion of the debt financing to be drawn on the closing date (i.e., $450 million in the last Bid Group proposal) were unavailable or if Nordstrom had less than $410 million in cash on hand; (ii) the SERP would be amended at signing to eliminate the full funding requirement; and (iii) the Bid Group would be required to refrain from taking certain actions relating to the rating agencies that issue credit ratings for Nordstrom’s Senior Notes. Before entering into more extensive negotiations of the Merger Agreement, the Bid Group requested permission from Nordstrom to approach the ratings agencies with respect to the RES/RAS process to further assess the risks associated with a Below Investment Grade Rating Event but Nordstrom declined to provide such permission, noting that permission would be granted if the Special Committee believed that sufficient progress was being made on the Merger Agreement.

On October 23, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley to discuss the RES/RAS process and the timing of commencing such process.

Also on October 23, 2024, representatives of Morgan Stanley, Centerview, Moelis and J.P. Morgan discussed the Bid Group’s desire to commence the RES/RAS process and its approach with respect thereto, including the scenarios that it intended to present to the rating agencies.

On October 24, 2024, representatives of Sidley provided representatives of WilmerHale and Simpson with drafts of amendments to the SERP plan and trust to eliminate the full funding requirement at the closing of the transaction.

On October 28, 2024, WilmerHale and Simpson provided comments on the draft Merger Agreement. The comments contemplated, among other things, (i) a marketing period for the debt financing; (ii) that Nordstrom or Parent could terminate the Merger Agreement in the event of a Below Investment Grade Rating Event only beginning 90 days after the event; (iii) Parent could terminate the Merger Agreement at any time after the Nordstrom Board changed its recommendation; and (iv) limitations to certain provisions regarding Nordstrom’s deal certainty and its remedies following termination of the Merger Agreement.

On October 30, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley. Representatives of Sidley reviewed the draft Merger Agreement received from the Bid Group and proposed responses on key issues. Following discussion, the Special Committee instructed the representatives of Sidley to discuss certain items with the Bid Group’s legal counsel and indicated that it needed to make progress on all definitive documentation before presenting the October 17 Best and Final Proposal to the independent directors of the Nordstrom Board. Mses. Smith and Steines also joined for a portion of the meeting, during which Ms. Smith reported on the timing of receiving the TD Bank payment; her discussions with the Bid Group’s debt financing sources regarding the Bid Group’s arranging of an ABL facility; and her discussions with the Bid Group about their presentation for the RES/RAS process.

On October 31, 2024, representatives of Sidley, WilmerHale and Simpson negotiated certain provisions in the draft Merger Agreement. Representatives of WilmerHale and Simpson also stated that they intended to send comments on the other definitive documents and provide draft debt commitment papers during the week of November 4, 2024.

On November 1, 2024, representatives of Sidley, WilmerHale and Simpson, and Messrs. Sprunk and Erik Nordstrom, separately discussed various terms of the Merger Agreement.

On November 2, 2024, representatives of Sidley received a revised draft of the Equity Commitment Letter from representatives of Simpson.

On November 3, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley. Representatives of Sidley reviewed a revised draft of the Merger Agreement and proposed responses on key issues, to which the Special Committee provided feedback. Following discussion, the Special Committee instructed the Sidley representatives to send the revised Merger Agreement to the Bid Group’s legal counsel.

On November 3, 2024, representatives of Sidley sent representatives of WilmerHale and Simpson a revised draft of the Merger Agreement. The revised draft contemplated, among other things, (i) that there would not be a marketing period; (ii) that the period following a Below Investment Grade Rating Event before either party could terminate the Merger Agreement would be 30 days; (iii) that Parent could terminate the Merger Agreement within 10 business days of a change in the Nordstrom Board’s recommendation; and (iv) changes to certain provisions regarding Nordstrom’s deal certainty and its remedies following termination of the Merger Agreement.

On November 5, 2024, representatives of Sidley sent representatives of WilmerHale and Simpson a revised draft of the Equity Commitment Letter.

On November 6, 2024, representatives of Simpson sent representatives of Sidley a draft debt commitment and fee letter for a bridge facility that would be obtained by Liverpool to finance its equity contribution (the “Liverpool Debt Commitment Letter”).

Also on November 6, 2024, representatives of Sidley, WilmerHale and Simpson discussed certain provisions regarding Nordstrom’s deal certainty and remedies following termination.

On November 7, 2024, Mr. Sprunk and Mr. Erik Nordstrom discussed the status of the various transaction documents. Mr. Sprunk insisted that the Bid Group provide comments on the remaining definitive documentation before the Special Committee would present the October 17 Best and Final Proposal to the other independent directors.

On November 9, 2024, representatives of WilmerHale sent representatives of Sidley a revised draft of the Merger Agreement. The draft Merger Agreement contemplated, among other things, (i) that the merger could not close before an “inside date” to be agreed upon; (ii) that the period following a Below Investment Grade Rating Event before either party could terminate the Merger Agreement would be 60 days; and (iii) limitations to certain provisions regarding Nordstrom’s deal certainty and its remedies following termination of the Merger Agreement.

On November 10, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley. Representatives of Sidley reviewed the revised draft of the Merger Agreement and proposed responses on key issues, to which the Special Committee provided feedback.

Also on November 10, 2024, Mr. Sprunk emailed Mr. Erik Nordstrom to inform him that the Special Committee would be meeting with the other independent directors on November 16 to update them on the status of negotiations and that the Special Committee expected that the Bid Group would provide drafts of all definitive documents by November 13.

On November 12 and 13, 2024, representatives of Sidley, Simpson and WilmerHale negotiated certain provisions in the revised draft of the Merger Agreement.

On November 14, 2024, representatives of Simpson sent representatives of Sidley revised drafts of the Equity Commitment Letter and Limited Guaranty.

On November 15, 2024, representatives of Moelis and J.P. Morgan sent representatives of Morgan Stanley and Centerview a presentation proposed to be used by the Bid Group with the rating agencies as part of the RES/RAS process. The presentation contemplated that Liverpool’s equity would take the form of an equity investment in Parent and a loan to Parent (in place of a loan previously contemplated to be provided directly to the Nordstrom family). The sources and uses included in the presentation reflected the receipt of the TD Bank payment, and a commensurate decrease in the amount of external financing compared to the sources and uses provided to the Special Committee in connection with previous proposals.

On November 15, 2024, representatives of Simpson and WilmerHale sent representatives of Sidley a revised draft of the Debt Commitment Letter and related fee letters and a revised draft of the form of Rollover and Support Agreement, which also included rollover commitments for Liverpool and the Family Group’s rollover shares. The revised Debt Commitment Letter contemplated a 60-day inside date, and the revised Rollover and Support Agreements contemplated, among other things, that consummation of the rollover would be contingent on the availability of the debt financing and a sufficient amount of Nordstrom cash and all other shareholders consummating the rollover. Later that day, representatives of Sidley, Simpson and WilmerHale negotiated certain provisions in the Limited Guaranty.

Also on November 15, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley. The Special Committee discussed the sources and uses included in the RES/RAS process presentation, including whether they indicated that the Bid Group had the financing capacity to increase its “best and final” price offer.

On November 16, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented on the sources and uses included in the RES/RAS process presentation. Representatives of Sidley also reviewed the revised definitive documentation and proposed responses. After discussion of various factors, including the risk of making a counter-proposal to a “best and final” proposal on the Bid Group terminating discussions and the preliminary valuation analyses presented by representatives of Morgan Stanley and Centerview, and Nordstrom’s performance during the third quarter and beginning weeks of the fourth quarter, the Special Committee determined to recommend to the other independent directors accepting the $24.25 offer but proposing that Nordstrom declare a $0.25 per share dividend at the closing, yielding $24.50 in total value for the unaffiliated shareholders. The Special Committee also instructed the representatives of Sidley to send the Bid Group definitive documentation reflecting the discussion, but that reserved on the price.

On November 18, 2024, representatives of Sidley sent representatives of WilmerHale and Simpson revised drafts of the Merger Agreement, Rollover and Support Agreement, Limited Guaranty, and Equity Commitment Letter, and sent comments on the Debt Commitment Letter and related fee letters and Liverpool Debt Commitment Letter. The revised documentation contemplated, among other things, (i) the Merger could not be consummated before 60 days after the date of the Merger Agreement; (ii) the period following a Below Investment Grade Rating Event before either party could terminate the Merger Agreement would be 30 days; and (iii) changes to certain provisions regarding Nordstrom’s deal certainty and its remedies following termination of the Merger Agreement. The revised documentation did not include a counter-proposal on price.

On November 20, 2024, the Special Committee met in-person and by videoconference with the other independent directors and representatives of Morgan Stanley, Centerview, and Sidley. Representatives of Morgan Stanley and Centerview presented on Nordstrom’s share price performance, and each firm’s preliminary valuation analysis. The Special Committee recommended accepting the $24.25 offer but proposing that Nordstrom make a $0.25 per share dividend at the closing, yielding $24.50 in total value for the unaffiliated shareholders. The Special Committee, the other independent directors and representatives of Morgan Stanley and Centerview discussed this construct, including the risks of making a counter-proposal to a “best and final” offer on the Bid Group terminating discussions. Representatives of Sidley also reviewed proposed responses to key legal terms in the Bid Group’s most recent draft definitive documentation. Following discussion, independent directors confirmed alignment with the $24.25 offer price plus $0.25 per share special dividend and a $300 million reverse termination fee in the event of an intentional breach recommended by the Special Committee.

On November 20, 2024, Mr. Sprunk spoke with Messrs. Erik and Peter Nordstrom, during which he provided feedback on the October 17 Best and Final Proposal, including that: (i) the Special Committee would accept the Bid Group’s “best and final” $24.25 per share offer price so long as Nordstrom would be permitted to make a $0.25 per share special dividend at closing and (ii) the Bid Group would be required to pay a $300 million reverse termination fee, without the need to prove damages, in the event of an intentional breach. Later that day, Messrs. Erik and Peter Nordstrom spoke with Mr. Sprunk to convey the Bid Group’s revised proposal following the Special Committee’s feedback (the “November 20 Proposal”). The November 20 Proposal contemplated that (A) Nordstrom would be entitled to make a special dividend of $0.25 per share prior to but conditional upon closing and there being adequate cash levels at Nordstrom to support payment of the dividend, and (B) the Bid Group’s liability for damages in the event of an intentional breach would be capped at $300 million (but Nordstrom would be required to prove damages to recover any amount in excess of the previously agreed-upon reverse termination fees).

On November 30, 2024, representatives of Simpson sent representatives of Sidley a revised draft of the Liverpool Debt Commitment Letter and related fee letter.

On December 3, 2024, representatives of the Bid Group, Moelis, and J.P. Morgan, and Ms. Smith met in-person with representatives of a rating agency in connection with its RES/RAS process to evaluate the impact of the potential transaction on the credit ratings of Nordstrom and its Senior Notes.

On December 4, 2024, representatives of the Bid Group, Moelis, and J.P. Morgan, and Ms. Smith met in-person with representatives of two rating agencies as part of their RES/RAS processes to evaluate the impact of the potential transaction on the credit ratings of Nordstrom and its Senior Notes.

On December 6, 2024, representatives of WilmerHale and Simpson sent representatives of Sidley revised drafts of the Merger Agreement, Equity Commitment Letter, and Limited Guaranty. The revised documentation contemplated, among other things, (i) the special dividend could be paid only if Nordstrom had $450 million in cash on hand at the closing (equivalent to the agreed-upon cash amount of $410 million plus $40 million for the approximate aggregate amount of the special dividend); (ii) the period following a Below Investment Grade Rating Event before either party could terminate the Merger Agreement would be 60 days; and (iii) limitations to certain provisions regarding Nordstrom’s ability to enforce remedies following termination of the Merger Agreement.

On December 9, 2024, representatives of WilmerHale and Simpson sent representatives of Sidley a revised draft of the Rollover and Support Agreement.

On December 10 and 11, 2024, representatives of Sidley, WilmerHale and Simpson negotiated certain provisions in the Merger Agreement, Equity Commitment Letter, Limited Guaranty, and form of Rollover and Support Agreement.

On December 11, 2024, the members of the Special Committee joined a meeting of Nordstrom’s Compensation Committee (as defined below), together with representatives of Sidley, Willis Towers Watson (a compensation consultant engaged with the approval of the Compensation Committee), and representatives of Nordstrom’s management to discuss retention awards in connection with the transaction. Subsequently, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview and Sidley. Representatives of Sidley reviewed the terms of a proposed response on the definitive documents, to which the Special Committee provided feedback. The Special Committee indicated a desire for a principals’ discussion to be held within the following week to resolve outstanding issues.

Later on December 11, 2024, Mr. Sprunk spoke with Mr. Erik Nordstrom, during which he suggested that the parties meet during the following week to discuss the remaining issues.

On December 12, 2024, representatives of WilmerHale and Simpson sent representatives of Sidley revised drafts of the Debt Commitment Letter and related fee letters, and a revised draft of the Rollover and Support Agreement. Representatives of Sidley also sent representatives of WilmerHale and Simpson a draft of the Nordstrom Disclosure Letter (as defined below in the section of this proxy statement captioned “The Merger Agreement”).

On December 13, 2024, representatives of Sidley, WilmerHale and Simpson discussed Liverpool’s intention to complete a bond offering prior to closing to finance Liverpool’s equity commitment and related disclosure matters.

Also on December 13, 2024, representatives of Sidley sent representatives of WilmerHale and Simpson revised drafts of the Merger Agreement, form of Rollover and Support Agreement, Equity Commitment Letter, and Limited Guaranty. The revised documentation contemplated, among other things, (i) the special dividend would be a variable amount up to $0.25 per share based on the amount of Nordstrom’s cash on hand in excess of $410 million; (ii) the period following a Below Investment Grade Rating Event before either party could terminate the Merger Agreement would be 45 days; and (iii) changes to certain provisions regarding Nordstrom’s ability to enforce remedies following termination of the Merger Agreement.

On December 13, 2024, representatives of Sidley sent representatives of WilmerHale and Simpson drafts of letter agreements providing for the disbandment of the buyer group and the guarantors under the Family Group’s Limited Guaranty for purposes of the Washington moratorium statute following the valid termination of the Merger Agreement and the Family Group’s Limited Guaranty, respectively.

On December 14, 2024, representatives of Simpson sent representatives of Sidley revised drafts of the Liverpool Debt Commitment Letter and related fee letter.

On December 14, 2024, the Special Committee met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. Ms. Smith updated the Special Committee that the Bid Group had received feedback from the RES/RAS process. Ms. Smith also reported that she had been informed by the Bid Group that they were exploring potential alternatives to mitigate the possibility

of a downgrade of the Senior Notes. Ms. Smith also reported on Nordstrom’s fourth quarter performance to-date, noting that there had been positive sales momentum but with profitability expected to remain within the guided range.

On December 14, 2024, representatives of Sidley sent comments on the Debt Commitment Letter to representatives of WilmerHale and Simpson.

On December 15, 2024, representatives of Sidley sent comments on the Liverpool Debt Commitment Letter to representatives of Simpson.

Also on December 15, 2024, representatives of Moelis and J.P. Morgan sent representatives of Morgan Stanley and Centerview a list indicating outstanding issues for discussion among the principals and their advisors.

On December 16, 2024, Mr. Sprunk met by videoconference with Messrs. Erik, Peter and James Nordstrom and representatives of Liverpool, and representatives of Morgan Stanley, Centerview, Moelis, J.P. Morgan, Sidley, Simpson and WilmerHale, to negotiate outstanding items in the transaction documentation.

Between December 17, 2024 and December 20, 2024, representatives of Morgan Stanley, Centerview, Moelis and J.P. Morgan discussed feedback from the RES/RAS process and alternatives to mitigate the risk of a downgrade, including (i) commencing an exchange offer and consent solicitation with respect to the Senior Notes between signing and closing and (ii) offering security or guarantees for the Senior Notes. During this period, the Bid Group also held further discussions with the rating agencies about offering security for the Senior Notes, which the agencies stated would address their concerns and avoid a downgrade.

Between December 17, 2024 and December 21, 2024, representatives of Sidley, WilmerHale and Simpson exchanged drafts of the various transaction documents and negotiated the remaining issues to finalize all definitive documentation. Among other topics negotiated, (i) Nordstrom agreed to take certain actions at Parent’s request and expense with respect to commencing and conducting an exchange offer and consent solicitation involving Nordstrom’s Senior Notes and granting security or guarantees to Nordstrom’s Senior Notes and debentures (including that Nordstrom would be entitled to take actions with respect to granting security unilaterally), and (ii) the condition and termination right related to the Below Investment Grade Rating Event would fall away if a sufficient number of Senior Notes tendered in the exchange offer.

Also on December 18, 2024, the Special Committee met with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview and Sidley. Representatives of Morgan Stanley and Centerview presented on the December Projections (as defined below in the section of this proxy statement captioned “Special Factors — Unaudited Prospective Financial Information — December Projections”) prepared by Nordstrom’s management, noting that they had been updated by Nordstrom’s management for Nordstrom’s third quarter performance and fourth quarter guidance (which changes were not material), the receipt of the TD Bank payment, and minor changes to capital expenditures in the projected years. The Special Committee confirmed that they accepted the December Projections and directed Morgan Stanley and Centerview to use them for their valuation analysis. Representatives of Morgan Stanley and Centerview also discussed their updated preliminary valuation analysis based on the December Projections. The Special Committee also discussed, with feedback from their advisors, outstanding issues in the transaction documents and the Bid Group’s intentions with respect to mitigating the risk of downgrades of the Senior Notes.

On December 19, 2024, the Special Committee met by videoconference with the other independent directors, Mses. Smith and Steines, and representatives of Morgan Stanley, Centerview, and Sidley. Ms. Smith provided an update on fourth quarter results, including positive sales momentum but with profitability expected to remain within the guided range. Representatives of Morgan Stanley and Centerview discussed management’s changes to the December Projections from the August Projections and presented their updated preliminary valuation analysis based on the December Projections. The Special Committee and the other independent directors discussed the December Projections and updated valuation analysis, and, under the circumstances, whether the Special Committee should seek to modify the agreed upon price. Following discussion and input from the advisors, the Special Committee, with alignment from the other

independent directors, decided not to seek any modification. The Special Committee and the independent directors also discussed, with feedback from their advisors, outstanding issues in the transaction documents and the Bid Group’s intentions with respect to mitigating the risk of downgrades of the Senior Notes.

On December 22, 2024, the Special Committee met by videoconference with representatives of Morgan Stanley, Centerview, and Sidley to discuss the resolution of final issues in the transaction documents.

Subsequently, the Nordstrom Board and the Special Committee jointly met by videoconference with Mses. Smith and Steines and representatives of Morgan Stanley, Centerview, and Sidley. Messrs. Erik Nordstrom and Peter Nordstrom recused themselves at the outset of the meeting. Ms. Smith provided an update on fourth quarter results, including positive sales momentum but with profitability expected to remain within the guided range. Representatives of Sidley reviewed with the Special Committee certain matters, including the directors’ fiduciary duties, a summary of the key terms of the final transaction documentation, and updated relationship disclosures from Morgan Stanley, Centerview, Sidley, and Perkins. Representatives of Morgan Stanley and Centerview reviewed their financial analysis of the Merger Consideration proposed to be offered to holders of the Nordstrom Common Stock. Following discussion of various matters, the Nordstrom Board resolved to adjourn the meeting and reconvene in the afternoon in order to review the final transaction documents provided early that morning.

Later that day, the Nordstrom Board and the Special Committee joint meeting re-convened (with Messrs. Erik and Peter Nordstrom still recused) with Ms. Steines and representatives of Morgan Stanley, Centerview, and Sidley. Upon request of the Special Committee, Morgan Stanley, making reference to their review of their financial analysis of the Merger Consideration delivered earlier at the meeting, rendered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration, without interest, to be paid to the holders of shares of Nordstrom Common Stock (other than the excluded shares described in Morgan Stanley’s opinion) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Morgan Stanley’s opinion, please see the section of this proxy statement captioned “Special Factors — Opinion of Morgan Stanley & Co. LLC to the Special Committee.” Upon request of the Special Committee, Centerview, making reference to their review of their financial analysis of the Merger Consideration delivered earlier at the meeting, rendered to the Special Committee an oral opinion, which was subsequently confirmed by delivery of a written opinion dated as of such date, that, as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken in preparing its opinion, the Merger Consideration, without interest, to be paid to the holders of shares of Nordstrom Common Stock (other than the excluded shares described in Centerview’s opinion) in the Merger pursuant to the Merger Agreement was fair, from a financial point of view, to such holders. For a detailed discussion of Centerview’s opinion, please see the section of this proxy statement captioned “Special Factors — Opinion of Centerview Partners LLC to the Special Committee.”

After due consideration of such factors that the Special Committee deemed relevant to enable it to reach an informed decision as to the fairness and advisability of the entry by Nordstrom into the Merger Agreement and the transactions contemplated thereby (including those factors described in the section of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and the Nordstrom Board — Recommendation of the Special Committee”), the Special Committee unanimously, among other things, (1) determined and declared that the Merger Agreement and the consummation by Nordstrom of the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nordstrom and its shareholders, (2) determined that the Merger is fair to Nordstrom’s “unaffiliated security holders” as such term is defined in Rule 13E-3 under the Exchange Act, (3) recommended that Nordstrom’s shareholders approve the Merger Agreement, the Compensation Proposal and the Adjournment Proposal, and (4) recommended that the Nordstrom Board, among other things, approve the Merger Agreement and, subject to receiving the Requisite Shareholder

Approvals, the consummation of the transactions contemplated thereby, including the Merger, and recommend the approval of the Merger Agreement, the Compensation Proposal and the Adjournment Proposal by Nordstrom’s shareholders.

After due consideration of such factors that the Nordstrom Board deemed relevant to enable it to reach an informed decision as to the fairness and advisability of the entry by Nordstrom into the Merger Agreement and the transactions contemplated thereby (including those factors described in the section of this proxy statement captioned “Special Factors — Reasons for the Merger; Recommendation of the Special Committee and the Nordstrom Board — Recommendation of the Nordstrom Board”), the Nordstrom Board unanimously (with Messrs. Erik and Peter Nordstrom recusing themselves), among other things, (1) determined and declared that the Merger Agreement and the consummation by Nordstrom of the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of Nordstrom and its shareholders; (2) determined that the Merger is fair to Nordstrom’s “unaffiliated security holders” as such term is defined in Rule 13E-3 under the Exchange Act; (3) approved the Merger Agreement, the execution, delivery and performance by Nordstrom of the Merger Agreement, and subject to receiving the Requisite Shareholder Approvals, the consummation by Nordstrom of the transactions contemplated by the Merger Agreement, including the Merger; (4) directed that the Merger Agreement be submitted to the shareholders of Nordstrom to be approved; and (5) recommended that the shareholders of Nordstrom vote for the approval of the Merger Agreement, the Compensation Proposal and the Adjournment Proposal.

Later on December 22, 2024, Nordstrom, Parent and Acquisition Sub entered into the Merger Agreement. In connection with the signing of the Merger Agreement, Parent delivered an executed Equity Commitment Letter and Parent Debt Commitment Letter, and Nordstrom entered into the Rollover and Support Agreements with each of Liverpool and the Family Group, the Limited Guaranties with Liverpool and the Family Guarantors, and letter agreements with the buyer group and the Family Guarantors providing for the disbandment of their groups for purposes of the Washington moratorium statute.

On December 23, 2024, before the open of trading on the NYSE, Nordstrom issued a press release announcing the execution of the Merger Agreement and related transaction documents.

On December 23, 2024, Moody’s announced that it was holding the ratings of the Senior Notes and Fitch announced that it was upgrading the ratings of the Senior Notes, based on Nordstrom’s offering to provide security for the Senior Notes, conditional upon the closing of the transactions contemplated by the Merger Agreement. On December 26, 2024, S&P announced that it was holding the ratings of the Senior Notes for the same reason.

Since the date of the Merger Agreement, the Special Committee continues to meet to discuss the transactions contemplated by the Merger Agreement and matters related to this proxy statement and the Special Meeting.

Reasons for the Merger; Recommendation of the Special Committee and the Nordstrom Board

Recommendation of the Special Committee

On December 22, 2024, the Special Committee, consisting entirely of independent and disinterested directors, and acting with the advice of its own independent legal and financial advisors, unanimously, among other things, (1) determined and declared that the Merger Agreement and the consummation by Nordstrom of the transactions contemplated thereby, including the Merger, are advisable, fair to and in the best interests of Nordstrom and its shareholders, (2) recommended that Nordstrom’s shareholders approve the Merger Agreement, the Compensation Proposal and the Adjournment Proposal, and (3) recommended that the Nordstrom Board, among other things, approve the Merger Agreement and, subject to receiving the Requisite Shareholder Approvals, the consummation of the transactions contemplated thereby, including the Merger, and recommend the approval of the Merger Agreement, the Compensation Proposal and the

Adjournment Proposal by Nordstrom’s shareholders. In addition, the Special Committee believes that the Merger is substantially and procedurally fair to Nordstrom’s “unaffiliated security holders,” as such term is defined in Rule 13e-3 of the Exchange Act. The Special Committee did not assess whether the “rollover” provisions of the Rollover and Support Agreements are advisable, fair to and in the best interests of the Parent Parties.

In the course of evaluating the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and in determining to recommend to the Nordstrom Board that the Nordstrom Board recommend that Nordstrom’s shareholders approve the Merger Agreement, the Special Committee considered the following factors relating to Nordstrom, its business and prospects, and the risks and challenges facing it, and to the Merger Agreement and the transactions contemplated thereby, including the Merger (each of which factors the Special Committee believed were generally supportive of the Special Committee’s recommendations, Nordstrom’s execution and delivery of the Merger Agreement, and consummation of such transactions, but which factors are not intended to be exhaustive and are not presented in any relative order of importance):

•        Solicitation Process Prior to the Merger Agreement.    The Nordstrom Board’s and Special Committee’s process, with the assistance of Morgan Stanley and Centerview, for soliciting and responding to offers from parties who may be interested in participating in an acquisition of Nordstrom in an effort to obtain the best value reasonably available to shareholders, including:

○        the fact that the solicitation process was commenced following the Nordstrom Board’s consideration of strategic alternatives to continued execution on Nordstrom’s long-term plan, including those alternatives discussed under “— Potential Strategic Alternatives” below;

○        the fact that between October 2023 and the date of the Merger Agreement, 24 parties were contacted by, or contacted, Nordstrom or Messrs. Erik and Peter Nordstrom and that 10 of these parties (including Liverpool) and Messrs. Erik and Peter Nordstrom signed non-disclosure agreements with Nordstrom;

○        the fact that 11 parties (including Liverpool and Messrs. Erik and Peter Nordstrom) were provided with an opportunity to conduct due diligence, including reviewing the estimated projections of Nordstrom’s financial performance as of the date that such parties were still involved in Nordstrom’s strategic process, and that 8 parties (including Liverpool) participated in management diligence sessions, including sessions where Erik and Peter Nordstrom participated along with other members of management;

○        the fact that three parties were invited by the Special Committee in March 2024 to submit preliminary indications of interest for a potential acquisition of 100% of the outstanding shares of Nordstrom, only one of which submitted a non-binding indication of interest to acquire Nordstrom, which was for $21.00 to $22.00 per share (subject to agreements with potential partners, which it was unable to reach and subsequently withdrew from the process), and another of which submitted an oral indication for a sale-leaseback transaction involving Nordstrom’s real estate portfolio;

○        the fact that the Special Committee was formed by the Nordstrom Board in February 2024 following a statement from Messrs. Erik and Peter Nordstrom that they were interested in exploring an acquisition of Nordstrom;

○        the fact that the Special Committee did not permit Messrs. Erik and Peter Nordstrom to have substantive discussions about a possible transaction with other parties (including the other parties under non-disclosure agreements with Nordstrom) without the Special Committee’s consent and only until after Messrs. Erik and Peter Nordstrom had signed a non-disclosure agreement with Nordstrom and the Special Committee had received preliminary indications of interest from any interested parties in the process;

○        the fact that no parties (other than the Parent Parties) submitted a proposal or indicated their interest in submitting a proposal to acquire Nordstrom after April 18, 2024 (the date that Nordstrom disclosed that Messrs. Erik and Peter Nordstrom were interested in exploring an acquisition of Nordstrom), or September 4, 2024 (the date that the Parent Parties announced their September 3, 2024 proposal to acquire Nordstrom for $23.00 per share);

○        the fact that each of the parties that signed non-disclosure agreements with Nordstrom, other than Liverpool and Messrs. Erik and Peter Nordstrom, ultimately withdrew from the process;

○        the fact that Nordstrom’s shareholder rights agreement prohibits any shareholder from increasing its beneficial ownership (as defined therein) of shares of Nordstrom Common Stock above 10% of outstanding shares, which prevented members of the Nordstrom family and Liverpool from increasing their equity stake and from forming a group with one another (except for among certain members of the Nordstrom family) without the Nordstrom Board or Special Committee’s approval, and that the Special Committee amended the rights agreement to permit Liverpool and members of the Nordstrom family to form a group only after all other potentially interested parties had withdrawn from the process and only for the period during which they were subject to standstills under their non-disclosure agreements;

○        the fact that Messrs. Erik and Peter Nordstrom consistently stated to the Nordstrom Board and Special Committee following their statement to the Nordstrom Board in February 2024 that they were interested in exploring an acquisition and that they were not interested in selling their stake in Nordstrom, a position that was stated by the entire Bid Group in their September 3, 2024 proposal (although they stated that they would be willing to consider engaging in good faith discussions with any parties who submitted a competing proposal), and the fact that the Parent Parties in aggregate hold sufficient voting power to vote down the shareholder approval of any alternative merger; and

○        the fact that the Special Committee insisted that members of the Nordstrom family and Liverpool follow a process the Special Committee oversaw.

•        Best Value Reasonably Attainable.    The Special Committee’s belief that, as a result of the negotiations between the parties and as a result of the process the Special Committee oversaw, the Merger Consideration of $24.25 per share (taken together with the ability to pay the Special Dividend of up to $0.25 per share, subject to sufficient Nordstrom Cash on Hand) was the highest price per share for Nordstrom Common Stock that the Parent Parties were willing to pay at the time of those negotiations, and that the Parent Parties’ agreement to pay that price (and permit Nordstrom to declare the Special Dividend of up to $0.25 per share, subject to sufficient Nordstrom Cash on Hand) would result in a sale of Nordstrom at the highest price per share for Nordstrom Common Stock that was reasonably attainable, based upon, among other factors:

○        the current and historical market prices of Nordstrom Common Stock and the market performance of Nordstrom Common Stock relative to the common stock of other participants in the retail industry in which Nordstrom operates and general market indices, including:

▪         the fact that the trading price of Nordstrom Common Stock had declined approximately 61.4% over the course of the five-year period prior to March 18, 2024, the last trading day before a Reuters report indicated that the Nordstrom family was seeking to take Nordstrom private, and increased by only 3.0% over the 52-week period prior to March 18, 2024;

▪         the fact that the Merger Consideration of $24.25 per share, without considering the payment of a Special Dividend, for Nordstrom Common Stock represents a premium of approximately 42.1% above the closing price of Nordstrom Common Stock on March 18, 2024; and

▪         that Nordstrom’s trading multiple appears range bound based on negative investor sentiment about the retail department store sector, and that improving Nordstrom’s multiple would require, among other things, consistent performance on the long-term plan over a sustained period of time, which Nordstrom has been inconsistent in achieving in recent historical periods;

○        the process implemented by the Nordstrom Board and Special Committee in respect of a potential transaction involving Nordstrom, which occurred over 13 months and involved 24 parties being contacted by or contacting Nordstrom or Messrs. Erik and Peter Nordstrom or their representatives;

○        the fact that Nordstrom publicly announced the formation of the Special Committee to consider an acquisition of Nordstrom by Messrs. Erik and Peter Nordstrom or an alternative transaction on April 18, 2024, and that the Parent Parties publicly announced their proposal to acquire Nordstrom for $23.00 per share on September 4, 2024, and that Nordstrom did not receive any proposals or expressions of interest for a fundamental transaction involving Nordstrom other than the Merger after such public announcements;

○        the fact that the financial and other terms and conditions of the Merger Agreement (including the Merger Consideration of $24.25 per share and the ability to pay the Special Dividend of up to $0.25 per share, subject to sufficient Nordstrom Cash on Hand) and the transactions contemplated thereby, including the Merger, resulted from extensive arm’s-length negotiations conducted at the direction of the Special Committee, with the assistance of experienced independent legal and financial advisors, during a process that occurred over the course of approximately four months following the initial proposal and during which the Parent Parties increased their offer price (including the addition of the ability to pay the Special Dividend, subject to sufficient Nordstrom Cash on Hand) four times;

○        the Special Committee’s belief, in consultation with Morgan Stanley and Centerview, that a strategic party would be unlikely to have the interest in or capability to acquire the entire company for more than the Merger Consideration of $24.25 per share (taken together with the ability to pay the Special Dividend of up to $0.25 per share, subject to sufficient Nordstrom Cash on Hand) given, among other factors, the challenges in the department store sector and the potential challenges of other department stores making an acquisition of Nordstrom in light of, among other things, their relative size to Nordstrom and potential antitrust challenges;

○        the Special Committee’s belief, in consultation with Morgan Stanley and Centerview, that a financial party would be unlikely to have the interest in or capability to acquire Nordstrom for more than the Merger Consideration of $24.25 per share (taken together with the ability to pay the Special Dividend of up to $0.25 per share, subject to sufficient Nordstrom Cash on Hand) given, among other factors, the challenges in the department store sector; the challenges of refinancing Nordstrom’s Senior Notes as part of a leveraged buyout due to the interest rate environment, the capital markets environment, and debt investor sentiment towards the department store sector; and the fact that the only indication of interest submitted to acquire the entire company by a financial party was for $21.00 to $22.00 per share (subject to agreements with potential partners, which it was unable to reach and subsequently withdrew from the process);

○        the Special Committee’s belief, in consultation with Morgan Stanley and Centerview, that it was unlikely that Messrs. Erik and Peter Nordstrom could have identified an equity financing source in addition to, or other than, Liverpool that could have enabled them to offer a greater price given, among other factors, the unsuccessful discussions between

Messrs. Erik and Peter Nordstrom and potential financing sources other than Liverpool between April 18, 2024 and September 3, 2024, and the challenges to strategic or financial parties acquiring the entire company discussed above;

○        the terms of the Merger Agreement and the Rollover and Support Agreements that are intended to help ensure that Nordstrom’s shareholders receive the highest price per share reasonably attainable, including:

▪         that the Merger is conditioned upon obtaining the affirmative vote of the holders of shares of Nordstrom Common Stock representing two-thirds of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting and the Majority of the Minority Approval;

▪         Nordstrom’s right, subject to certain conditions, to respond to and negotiate with respect to certain unsolicited acquisition proposals made prior to the time Nordstrom’s shareholders approve the Merger Agreement;

▪         the Nordstrom Board and the Special Committee’s ability to withdraw or change their recommendation of the approval of the Merger Agreement, in which event Parent may terminate the Merger Agreement until the 10th business day following the withdraw or change in recommendation and require Nordstrom to pay a termination fee of $85 million (approximately $[•] per share outstanding as of [•], 2025 and approximately 2.0% of the transaction equity value), and Nordstrom’s right to terminate the Merger Agreement and accept a Superior Proposal prior to Nordstrom’s shareholders’ approval of the proposal to approve the Merger Agreement, subject to Nordstrom paying Parent a termination fee of $42.5 million (approximately $[•] per share outstanding as of [•], 2025 and approximately 1.0% of transaction equity value), which amounts the Special Committee believe are below the sizes of termination fees typically paid by companies in similar transactions and are reasonable in light of, among other matters, the benefit of the Merger to Nordstrom’s shareholders, and the likelihood that a fee of such size would not be a meaningful deterrent to alternative acquisition proposals; and

▪         Liverpool and the Family Group’s obligations pursuant to the respective Rollover and Support Agreements to explore in good faith the possibility of supporting any Competing Proposal received by Nordstrom if requested by the Nordstrom Board or the Special Committee, although the decision of whether to enter into any agreements with the person submitting a Competing Proposal is in their sole discretion; and

○        the fact that Messrs. Erik and Peter Nordstrom consistently stated to the Nordstrom Board and Special Committee following their statement to the Nordstrom Board in February 2024 that they were interested in exploring an acquisition that they were not interested in selling their stake in Nordstrom, a position that was stated by the entire Bid Group in their September 3, 2024, proposal (although they stated that they would be willing to consider engaging in good faith discussions with any parties who submitted a competing proposal), and the fact that the Parent Parties in aggregate hold sufficient voting power to vote down the shareholder approval of any alternative merger.

•        Financial Condition, Results of Operations and Prospects of Nordstrom.    The Special Committee considered, in consultation with Morgan Stanley and Centerview, the current, historical and projected financial condition, results of operations and business of Nordstrom, as well as Nordstrom’s prospects and risks if it were to remain a stand-alone public company, including, among other factors:

○        the nature and current state of, and prospects for, the industry and sectors in which Nordstrom operates and Nordstrom’s competitive position and prospects therein, including long-term challenges in the department store sector, associated long-term challenges that

owning an equity interest in a public company, and the fact that the Merger Consideration will not be reduced if the share price of Nordstrom Common Stock, or its financial performance or prospects, declines prior to the Merger.

•        Opinions of Morgan Stanley and Centerview.    The Special Committee’s consideration of (i) the opinion of Morgan Stanley, dated December 22, 2024, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Merger Consideration, without interest, to be received by the holders of Nordstrom Common Stock (other than the excluded shares described in Morgan Stanley’s opinion) in the Merger pursuant to the Merger Agreement was fair from a financial point of view to the holders of Nordstrom Common Stock (other than the excluded shares described in Morgan Stanley’s opinion) and (ii) the opinion of Centerview, dated December 22, 2024, that as of such date and based upon and subject to various assumptions made, procedures followed, matters considered, and qualifications and limitations upon the review undertaken by Centerview in preparing its opinion and as set forth therein, the Merger Consideration to be paid to the holders of shares of Nordstrom Common Stock (other than the excluded shares described in Centerview’s opinion) pursuant to the Merger Agreement was fair, from a financial point of view, to such holders.

•        Appraisal Rights.    The Special Committee’s consideration of the fact that shareholders who do not vote for the approval of the Merger Agreement and who follow certain prescribed procedures will have the right to dissent from the Merger and demand appraisal of the fair value of their shares under the WBCA.

In the course of reaching the determinations and decisions and making the recommendation described above, the Special Committee also considered the following factors relating to the procedural safeguards that it believed would ensure the fairness of the Merger and permit the Special Committee to represent effectively the interests of Nordstrom’s unaffiliated shareholders:

•        the fact that the Special Committee consists of three independent and disinterested directors of Nordstrom who are not affiliated with any of the Parent Parties, are not employees of Nordstrom or any of its affiliates, and have no financial interest in the Merger different from, or in addition to the interests of Nordstrom’s unaffiliated shareholders other than their interests described in the section of this proxy statement captioned “Special Factors — Interests of Nordstrom’s Directors and Executive Officers in the Merger;”

•        the fact that the Special Committee was formed upon Messrs. Erik and Peter Nordstrom expressing their interest in exploring a potential acquisition and prior to any consideration of the terms of a transaction, including any discussion of economic terms or the terms of a Merger Agreement and the transactions contemplated thereby, including the Merger;

•        the fact that Messrs. Erik and Peter Nordstrom and the Parent Parties conditioned their proposal to acquire Nordstrom on approval by the Special Committee and a non-waivable approval of a majority of the unaffiliated shareholders;

•        the fact that the Special Committee had no obligation to recommend any transaction and that the Special Committee had the authority to “say no” to any proposals made by the Parent Parties or other potential acquirors;

•        the fact that the Special Committee had the power and authority, among other things, to (i) consider and evaluate the advisability of a transaction with Messrs. Erik and Peter Nordstrom and any alternative transaction, including the authority to determine not to proceed with a transaction or any alternative transaction; (ii) establish, approve, modify, monitor and direct the process and procedures related to the negotiation, review and evaluation of a transaction or any alternative transaction; (iii) initiate and participate in discussions with potential counterparties to a transaction or any alternative transaction and their representatives; (iv) review, evaluate, investigate, pursue and negotiate (or oversee and direct the negotiation of) the structure, form, terms and conditions of

any transaction or any alternative transaction and the form, terms and conditions of any definitive agreements or documents in connection therewith, including, if applicable, the standard for shareholder approval thereof; (v) determine whether a transaction or any alternative transaction is advisable, fair to, and in the best interests of Nordstrom and its shareholders (or any subset of the shareholders of Nordstrom that the Special Committee determines to be appropriate); (vi) retain advisors (including legal counsel, financial advisors and strategic consultants) on behalf of the Special Committee or Nordstrom; and (vii) review, analyze, evaluate and monitor all proceedings and activities of Nordstrom related to a transaction or any alternative transaction;

•        the fact that the Special Committee selected and engaged its own independent legal advisors (Sidley and Perkins) and financial advisors (Morgan Stanley and Centerview) and received the advice of such advisors throughout its review, evaluation and negotiation of a potential acquisition of Nordstrom;

•        the fact that Messrs. Erik and Peter Nordstrom did not participate in any Nordstrom Board deliberations concerning the Merger or alternatives to the Merger after they stated their interest in participating in an acquisition of Nordstrom;

•        the fact that, as part of their review of Nordstrom’s alternatives, the Nordstrom Board and Special Committee considered the possibility of, and obtained the advice of their financial advisors with respect to, strategic alternatives to the Merger;

•        the fact that the Special Committee conducted extensive deliberations, in more than 60 formal meetings, during a period of approximately 10 months, regarding the Merger and alternatives to the Merger;

•        the fact that the Special Committee was provided with full access to Nordstrom’s management and its advisors in connection with its deliberations with respect to the Merger and any alternatives;

•        the fact that the terms of the Merger Agreement, including the Merger Consideration, were the product of extensive negotiations between the Special Committee and its legal and financial advisors, on the one hand, and the Parent Parties and their advisors, on the other hand, that resulted, among other things, in an increase in the Merger Consideration (and the addition of the ability to pay the Special Dividend, subject to sufficient Nordstrom Cash on Hand) during the course of negotiations, and the improvement, from the perspective of Nordstrom, of the terms of the Merger Agreement and other transaction documents relative to the term sheet initially proposed by Parent;

•        the terms of the Merger Agreement and the Rollover and Support Agreements that are intended to help ensure that Nordstrom’s shareholders receive the highest price per share reasonably attainable, as described above under “— Best Value Reasonably Attainable;”

•        the fact that the terms of Messrs. Erik and Peter Nordstrom’s non-disclosure confidentiality agreement with Nordstrom prohibited them from providing confidential information about Nordstrom to potential equity partners and other persons in connection with a possible transaction involving Nordstrom without the Special Committee’s consent;

•        the fact that the Special Committee made its evaluation of the Merger Agreement and the Merger with the full knowledge of the interests of Messrs. Erik and Peter Nordstrom, and the other Parent Parties, in the Merger; and

•       the fact that the Merger is conditioned upon obtaining the affirmative vote of the holders of shares of Nordstrom Common Stock representing two-thirds of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting and the affirmative vote of the holders of shares of Nordstrom Common Stock representing a majority of the outstanding shares of Nordstrom Common Stock entitled to vote thereon at the Special Meeting other than shares owned, directly or indirectly, by the Parent Parties or by any director or officer (within the meaning of Rule 16a-1(f) of the Exchange Act) of Nordstrom.

•       the restrictions in the Merger Agreement on Nordstrom’s ability to solicit competing transactions (subject to certain exceptions to allow the Nordstrom Board, acting upon the recommendation of the Special Committee, or the Special Committee, to exercise their respective fiduciary duties to negotiate with parties who submit an unsolicited Competing Proposal and accept a Superior Proposal, and then only upon the payment of a termination fee by Nordstrom to Parent);

•        the fact that the Nordstrom Board and Special Committee cannot terminate the Merger Agreement after changing their recommendation regarding the Merger in the event of an Intervening Event and are required, unless Parent terminates the Merger Agreement within 10 business days of the change in recommendation, to submit the Merger Agreement for approval of Nordstrom’s shareholders;

•        the likelihood that the Parent Parties’ existing ownership interest in Nordstrom, which is sufficient in aggregate to vote down any alternative Merger, would be taken into account by third parties considering whether to make competing proposals under the Merger Agreement;

•        the fact that if the Merger Agreement is terminated in connection with Nordstrom’s entry into a definitive agreement with respect to a Superior Proposal, the Parent Parties have not agreed to vote their shares in favor of such Superior Proposal and hold sufficient voting power in aggregate to vote down any alternative Merger;

•        the restrictions placed on the conduct of Nordstrom’s business prior to the completion of the Merger pursuant to the terms of the Merger Agreement, which could delay or prevent Nordstrom from undertaking business opportunities that may arise or any other action it would otherwise take with respect to the operations of Nordstrom absent the pending completion of the Merger, which may prevent Nordstrom from pursuing otherwise attractive business opportunities and taking other actions with respect to its business that it may consider advantageous;

•        the risk of any loss or change in the relationship of Nordstrom and its subsidiaries with their respective employees, agents, customers and other business relationships, and any possible effect on Nordstrom’s ability to attract and retain key employees, including that certain key members of senior management might choose not to remain employed with Nordstrom prior to the completion of the Merger;

•        the fact that the receipt of cash in exchange for shares of Nordstrom Common Stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes;

•        the possibility that, under certain circumstances under the Merger Agreement, Nordstrom may be required to pay Parent (or its designee) a termination fee of $85 million or $42.5 million, which could discourage other third parties from making an alternative acquisition proposal with respect to Nordstrom, but which the Special Committee believes would not be a meaningful deterrent;

•        the fact that Parent and the Acquisition Sub are newly formed entities with essentially no assets and that Nordstrom’s remedy in the event of a breach of the Merger Agreement, other than an Intentional Breach, would be limited to receipt of a $170 million termination fee payable by Parent and in the event of an Intentional Breach of the Merger Agreement would be limited to damages not to exceed $300 million (inclusive of any reverse termination fee payable by Parent), in each case payment of which is guaranteed by the guarantors under the Limited Guaranties on a several, and not joint, basis, subject to the terms thereof;

•        the risk of obtaining payment of the obligations guaranteed by certain members of the Family Group due to substantially all of the Family Group’s liquid assets being held in Nordstrom Common Stock, and the likelihood that payment could require significant sales of Nordstrom Common Stock that could depress the share price;

•       the risk of obtaining full and prompt payment of the reverse termination fee, damages for an Intentional Breach, and the other guaranteed obligations due to the fact that the guarantees under the Limited Guaranties are on a several, and not joint basis, that Nordstrom is obligated to

seek enforcement of the obligations under each of the Limited Guaranties, and that the ability to collect the guaranteed payments from Liverpool and members of the Family Group are subject to the risks relating to such parties described above; and

•        the terms of the Parent Parties’ participation in the Merger and the fact that Nordstrom’s executive officers may have interests in the transaction that are different from, or in addition to, those of Nordstrom’s unaffiliated shareholders, as more fully described in the section of this proxy statement captioned “Special Factors — Interests of Nordstrom’s Directors and Executive Officers in the Merger.”

In the course of reaching its decision to recommend to the Nordstrom Board that it approve and declare advisable the Merger Agreement and the transactions contemplated therein, including the Merger, the Special Committee did not consider the liquidation value of Nordstrom because (i) it considered Nordstrom to be a viable, going concern; (ii) it believes that liquidation sales generally result in proceeds substantially less than sales of going concerns; (iii) it considered determining a liquidation value to be impracticable given the significant execution risk involved in any breakup of Nordstrom; and (iv) Nordstrom will continue to operate its business following the Merger. For the foregoing reasons, the Special Committee did not consider liquidation value to be a relevant methodology. Further, the Special Committee did not consider net book value, which is an accounting concept, as a factor because it believed that net book value is not a material indicator of the value of Nordstrom as a going concern but rather is indicative of historical costs and because net book value does not take into account the prospects of Nordstrom, market conditions, trends in the industries in which Nordstrom operates or the business risks inherent in those industries. The Special Committee did not seek to determine a pre-Merger going concern value for Nordstrom Common Stock to determine the fairness of the Merger Consideration to Nordstrom’s unaffiliated shareholders. The Special Committee believes that the trading price of Nordstrom Common Stock at any given time represents the best available indicator of Nordstrom’s going concern value at that time, so long as the trading price at that time is not impacted by speculation regarding the likelihood of a potential transaction. The Special Committee was not aware of any firm offer for a merger, sale of all or a substantial part of Nordstrom’s assets, or a purchase of a controlling amount of Nordstrom securities having been received by Nordstrom from anyone other than a person disclosing its offer or purchase in reports filed with the SEC in the two years preceding the signing of the Merger Agreement.

The foregoing discussion of the information and factors considered by the Special Committee is not intended to be exhaustive but includes the material factors considered by the Special Committee. In view of the variety of factors considered in connection with its evaluation of the Merger, the Special Committee did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual members of the Special Committee may have given different weights to different factors. The Special Committee recommended to the Nordstrom Board the Merger Agreement and the Merger based upon the totality of the information it considered.

Recommendation of the Nordstrom Board

On December 22, 2024, the Nordstrom Board, acting upon the unanimous recommendation of the Special Committee, unanimously (with Messrs. Erik and Peter Nordstrom recusing themselves), among other things, (1) determined and declared that the Merger Agreement and the consummation by Nordstrom of the transactions contemplated by the Merger Agreement, including the Merger, are advisable, fair to and in the best interests of Nordstrom and its shareholders; (2) approved the Merger Agreement, the execution, delivery and performance by Nordstrom of the Merger Agreement, and subject to receiving the Requisite Shareholder Approvals, the consummation by Nordstrom of the transactions contemplated by the Merger Agreement, including the Merger; (3) directed that the Merger Agreement be submitted to the shareholders of Nordstrom to be approved; and (4) recommended that the shareholders of Nordstrom vote for the approval of the Merger Agreement, the Compensation Proposal and the Adjournment Proposal. In addition, the Nordstrom Board, on behalf of Nordstrom, believes, based on the factors described below, that the

Merger is substantively and procedurally fair to the “unaffiliated security holders,” as such term is defined in Rule 13e-3 under the Exchange Act. The Nordstrom Board did not assess whether the “rollover” provisions of the Rollover and Support Agreements are advisable, fair to and in the best interests of the Parent Parties.

In the course of evaluating the Merger Agreement and the transactions contemplated by the Merger Agreement, including the Merger, and in determining to recommend that Nordstrom’s shareholders approve the Merger Agreement, the Nordstrom Board (with Messrs. Erik and Peter Nordstrom not participating in such determinations) considered the following factors (which factors are not intended to be exhaustive and are not in any relative order of importance):

•        the Special Committee’s analyses, conclusions and unanimous determination, which the Nordstrom Board adopted, that the transactions contemplated by the Merger Agreement, including the Merger, are fair to, and in the best interests of, Nordstrom and Nordstrom’s shareholders (other than the Parent Parties) and the Special Committee’s unanimous recommendation that the Nordstrom Board approve and declare advisable the Merger Agreement and the transactions contemplated therein, including the Merger, and that Nordstrom’s shareholders vote for the approval of the Merger Agreement;

•        the fact that the Special Committee consists of three independent and disinterested directors of Nordstrom who are not affiliated with any of the Parent Parties, are not employees of Nordstrom or any of its affiliates and have no financial interest in the Merger different from, or in addition to the interests of Nordstrom’s unaffiliated shareholders other than, their interests described in the section of this proxy statement captioned “Special Factors — Interests of Nordstrom’s Directors and Executive Officers in the Merger;” and

•        the other material factors and countervailing factors considered by the Special Committee and listed above.

The foregoing discussion of the information and factors considered by the Nordstrom Board (other than Messrs. Erik and Peter Nordstrom, who did not participate in such consideration) is not intended to be exhaustive but includes the material factors considered by the Nordstrom Board. In view of the variety of factors considered in connection with its evaluation of the Merger, the Nordstrom Board did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific factors considered in reaching its determination and recommendation. In addition, individual directors may have given different weights to different factors. The Nordstrom Board made its recommendation based upon the totality of the information it considered.

Opinion of Morgan Stanley & Co. LLC to the Special Committee

The Special Committee retained Morgan Stanley to act as a financial advisor in connection with the possible sale of a majority of the equity or all or substantially all of the assets of Nordstrom or a sale of less than a majority in certain circumstances. The Special Committee selected Morgan Stanley to act as a financial advisor based on Morgan Stanley’s experience, qualifications, expertise and reputation and its knowledge of the financial services industry, market and regulatory environment and business and affairs of Nordstrom. At a joint meeting of the Nordstrom Board and Special Committee on December 22, 2024, in which the directors affiliated with the Parent Parties recused themselves, Morgan Stanley rendered to the Special Committee its oral opinion, subsequently confirmed by delivery of a written opinion dated December 22, 2024, that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered, and qualifications and limitations on the scope of review undertaken by Morgan Stanley as set forth therein, the Merger Consideration, without interest, to be received by the holders of Nordstrom Common Stock (other than the excluded shares described in Morgan Stanley’s opinion) in the Merger pursuant to the Merger Agreement was fair from a financial point of view to the holders of Nordstrom Common Stock (other than the excluded shares described in Morgan Stanley’s opinion). At the request of the Special Committee, Morgan Stanley opined upon the fairness of the Merger Consideration of $24.25 per share in cash, without interest, to be received by the holders of shares of Nordstrom Common Stock (other than the excluded shares described in Morgan Stanley’s opinion) in the Merger pursuant to the Merger Agreement and did not opine upon any dividend including the Special Dividend to be received by the holders of shares of Nordstrom Common Stock.

Public Trading Comparables Analysis (December Projections)

Morgan Stanley performed a public trading comparables analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for Nordstrom included in the December Projections with comparable publicly available consensus equity analyst research estimates for companies selected based on Morgan Stanley’s professional judgment and experience that share similar business characteristics and have certain comparable operating characteristics to Nordstrom, including, among other things, similar industry or sector participation, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, and/or other similar operating characteristics (the “comparable companies”).

For purposes of this analysis, Morgan Stanley analyzed the following statistics of each of these companies for comparison purposes:

•        the ratio of aggregate value, defined as market capitalization, plus total debt, less cash and cash equivalents (“aggregate value” or “AV”) to estimated calendar year 2024 adjusted earnings before interest, taxes, depreciation and amortization of intangible assets and one-time and/or non-recurring expenses (“Adj. EBITDA,” and for estimated calendar year 2024, “CY2024E Adj. EBITDA”) based on publicly available estimates (such ratio, “AV/CY2024E Adj. EBITDA”); and

•        the ratio of AV to estimated calendar year 2025 Adj. EBITDA based on publicly available estimates (“AV/CY2025E Adj. EBITDA”).

The AV/CY2024E Adj. EBITDA and AV/CY2025E Adj. EBITDA multiples for Macy’s, Inc. were calculated as of December 8, 2023 (the last unaffected date for Macy’s, Inc.’s share price before news of investor interest in an acquisition of Macy’s, Inc.). Based on the analysis of the relevant metrics for Nordstrom and each of the comparable companies, Morgan Stanley selected a representative range of financial multiples for calendar years 2024 and 2025 of 3.5x to 5.0x and applied this range of multiples to Nordstrom’s estimated adjusted earnings before interest, taxes, depreciation and amortization of intangible assets and amortization of developer reimbursements (“Company Adj. EBITDA”) for fiscal years 2024 and 2025 as set forth in the December Projections, which is referred to in this proxy statement as “FY2024E Company Adj. EBITDA” for fiscal year 2024, and “FY2025E Company Adj. EBITDA” for fiscal year 2025. Based on Nordstrom’s number of fully diluted shares outstanding (determined using the treasury stock method) as of December 20, 2024 and net debt, which took into account the publicly disclosed cash received by Nordstrom in the fourth quarter of fiscal year 2024 in connection with the amended program agreement with TD Bank USA, N.A., each as provided by Nordstrom’s management, Morgan Stanley estimated the implied value per share of Nordstrom Common Stock as of December 20, 2024, rounded to the nearest $0.25, as follows:

No company utilized in the comparable company analysis is identical to Nordstrom. In evaluating comparable companies, Morgan Stanley made judgments and assumptions with regard to industry performance, general business, economic, market and financial conditions and other matters, many of which are beyond the control of Nordstrom, such as the impact of competition on the businesses of Nordstrom and the industry generally, industry growth and the absence of any adverse material change in the financial condition and prospects of Nordstrom or the industry or in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis (December Projections)

Based on the December Projections, Morgan Stanley performed a discounted equity value analysis, which is designed to provide insight into the potential future equity value of a company as a function of the company’s estimated future earnings. The resulting equity value is subsequently discounted back to present day at the company’s cost of equity in order to arrive at an estimate of the implied present value of such company’s potential future equity value. In connection with this analysis, Morgan Stanley calculated a range of estimated implied values per share of Nordstrom Common Stock.

To calculate the estimated implied values per share of Nordstrom Common Stock, Morgan Stanley utilized Company Adj. EBITDA for fiscal year 2026 based on the December Projections. Based upon the application of its professional judgment and experience, Morgan Stanley applied a range of AVs to next twelve-month Adj. EBITDA (“NTM Adj. EBITDA”) multiples (“AV/NTM Adj. EBITDA”) of 3.5x to 5.0x to Nordstrom’s NTM Adj. EBITDA (“Company NTM Adj. EBITDA”) estimate reflecting fiscal year 2026 based on the December Projections in order to calculate a range of undiscounted future fully diluted AVs. Morgan Stanley then deducted from such range Nordstrom’s future net debt, based on the December Projections, to calculate a range of undiscounted future fully diluted equity values of Nordstrom and added the future value of cumulative dividends.

Morgan Stanley then discounted the resulting future fully diluted equity values to October 31, 2024, at a discount rate of 14.5%, which was selected by Morgan Stanley based on its experience and professional judgment and based on Nordstrom’s estimated cost of equity, estimated using the capital asset pricing model method. Based on Nordstrom’s number of fully diluted shares outstanding (determined using the treasury stock method) as of December 20, 2024, as provided by Nordstrom’s management, Morgan Stanley calculated a range of estimated implied values per share of Nordstrom Common Stock. The results of this analysis are listed below rounded to the nearest $0.25:

Discounted Cash Flow Analysis (December Projections)

Based on the December Projections, Morgan Stanley performed a discounted cash flow analysis, which is designed to provide an implied value of a company by calculating the present value of the estimated future unlevered free cash flows and terminal value of such company.

Morgan Stanley discounted Nordstrom’s estimated unlevered free cash flows, which is defined as Company Adj. EBITDA less (i) depreciation and amortization and amortization of developer reimbursements, less (ii) tax expense, plus (iii) depreciation and amortization, amortization of developer reimbursements and right of use asset amortization, less (iv) capital expenditures, plus or less (v) change in net working capital and change in lease liabilities for the fourth quarter of fiscal year 2024 to fiscal year 2028, based on the December Projections, and the range of terminal values to present values as of October 31, 2024, by applying a discount rate range of 8.8% to 9.8%, which was selected based on Morgan Stanley’s professional judgment and experience, to reflect Nordstrom’s estimated weighted average cost of capital estimated using the capital asset pricing model method and based on considerations that Morgan Stanley deemed relevant. Morgan Stanley calculated a range of terminal values by applying a range of AV to Adj. EBITDA multiples of 3.5x to 5.0x, which was selected based on Morgan Stanley’s professional judgment and experience, to Company Adj. EBITDA in the terminal year based on the December Projections.

Morgan Stanley then adjusted the resulting range of aggregate values by deducting net debt, as provided by Nordstrom’s management. To calculate the range of estimated implied values per share of Nordstrom Common Stock, Morgan Stanley divided the resulting range of equity values by Nordstrom’s number of fully diluted shares outstanding (determined using the treasury stock method) as of December 20, 2024, as provided by Nordstrom’s management. The results of this analysis are listed below rounded to the nearest $0.25: