SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
	Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person* Worzel Ken (Last) (First) (Middle) C/O NORDSTROM, INC. 1617 SIXTH AVENUE (Street) SEATTLE WA 98101 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol NORDSTROM INC [ JWN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) Other (specify below) Chief Customer Officer
	3. Date of Earliest Transaction (Month/Day/Year) 12/04/2024
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/04/2024		A		1,064(1)	A	$23.99	216,010	D
Common Stock	12/04/2024		F		1,064(2)	D	$23.99	214,946	D
Common Stock	12/04/2024		F		2,936(3)	D	$23.99	212,010	D
Common Stock								5,652	I	By 401(k) Plan, per Plan statement dated 11/30/2024

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Share Units	(4)	12/04/2024		M			448(5)	03/10/2025	03/10/2025	Common Stock	448	$23.99	58,045	D
Performance Share Units	(4)	12/04/2024		M			616(5)	03/10/2026	03/10/2026	Common Stock	616	$23.99	80,538	D

Explanation of Responses:

1. Represents shares acquired as a result of conversion of Performance Share Units described in Footnote (5) to this Form 4, which shares were simultaneously withheld to pay the reporting person's federal, state and Federal Insurance Contributions Act ("FICA") tax. This transaction is exempt pursuant to Rule 16b-3(d) of the Exchange Act.

2. Represents shares withheld following conversion of Performance Share Units, described in Footnote (5) to this Form 4, to pay the reporting person's FICA tax. This transaction is exempt pursuant to Rule 16b-3(e) of the Exchange Act.

3. Represents shares withheld to satisfy the tax obligation in connection with the vesting of RSUs. The transaction is exempt pursuant to Rule 16b-3(e) of the '34 Act.

4. Performance Share Units convert into common stock on a one-for-one basis.

5. Represents the conversion of Performance Share Units to shares in order to allow for the satisfaction of a FICA tax obligation arising from the reporting person being eligible for retirement under the underlying award. This transaction is exempt pursuant to Rule 16b-3(e) of the Exchange Act.

Remarks:

	Brian B. DeFoe, Attorney-in-Fact for Ken Worzel	12/06/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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