ITEM 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

As previously disclosed, on December 22, 2024, Nordstrom, Inc., a Washington corporation (the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with 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"). The Merger Agreement provides that, on the terms and subject to the conditions of the Merger Agreement, Acquisition Sub will merge with and into the Company (the "Merger"), with the Company continuing as the surviving corporation in the Merger and becoming a wholly-owned subsidiary of Parent.

On January 17 and 23, 2025, the following named executive officers of the Company (each, an "NEO") entered into retention bonus agreements with the Company in respect of a grant under a cash-based retention bonus program relating to the Merger (the "Retention Program"), which was previously approved in a joint meeting of the Compensation, People and Culture Committee and the Special Committee of the Company's Board of Directors. Allocations of awards to the NEOs under the Retention Program are as follows: Kenneth J. Worzel, Chief Customer Officer, $1,790,000; Catherine R. Smith, Chief Financial Officer, $1,750,000; and Jason Morris, Chief Technology and Information Officer, $1,660,000. Each retention bonus granted pursuant to the Retention Program will be subject to the terms and conditions of the applicable retention bonus agreement, and paid as follows: (i) 25% of the retention bonus will be paid within 30 days following the earlier of (A) the date of the closing of the Merger (the "Closing Date") and (B) December 15, 2025, (ii) subject to the occurrence of the closing of the Merger, 25% of the retention bonus will be paid within 30 days following the first anniversary of the Closing Date, (iii) subject to the occurrence of the closing of the Merger, 50% of the retention bonus will be paid within 30 days following the second anniversary of the Closing Date, in each case, subject to (x) the NEO's continuous employment with the Company through the applicable payment date and (y) the NEO's job performance continuing to meet the Company's expectations through the applicable payment date.

The Retention Program is intended to help promote retention of each NEO, together with each other eligible participant who receives an award pursuant to the Retention Program, through critical retention periods, including through the earlier of the Closing Date and December 15, 2025 and, at Parent's request, the two year period following the Closing Date.