诺德斯特龙 2024年度报告

(Mark One) For the fiscal year endedFebruary1, 2025 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to___________Commission file number001-15059 Nordstrom, Inc. (Exact name of registrant as specified in its charter) Washington91-0515058State or other jurisdiction of incorporation or organization(I.R.S. Employer Identification No.) 1617 Sixth Avenue,Seattle,Washington98101 (Address of principal executive offices)Registrant’s telephone number, including area code (206)628-2111 Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to section12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☑No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d) of the Act.Yes☐No☑ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d) of theSecurities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required tofile such reports), and (2)has been subject to such filing requirements for the past 90 days.Yes☑No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant wasrequired to submit such files).Yes☑No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. ☐Acceleratedfiler☐Smallerreportingcompany☐Emerging growthcompany ☑Large accelerated filer☐Non-accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition periodfor complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of theeffectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C.7262(b)) by the registered public accounting firm that prepared or issued its audit report.☑ Nordstrom, Inc. and subsidiaries1 Table of Contents If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to§240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☑ As of August2, 2024, the aggregate market value of the Registrant’s voting and non-voting stock held by non-affiliates of theRegistrant was approximately $2.7billion using the closing sales price on that day of $21.13. On March14, 2025,166,898,470shares of common stock were outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. TABLE OF CONTENTS Forward-Looking StatementsDefinitions of Commonly Used Terms PART I Item1.Business.Item1A.Risk Factors.Item1B.Unresolved Staff Comments.Item 1C.Cybersecurity.Item2.Properties.Item3.Legal Proceedings.Item4.Mine Safety Disclosures. PART II Item5.Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of EquitySecurities.Item6.[Reserved]Item7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.Item7A.Quantitative and Qualitative Disclosures About Market Risk.Item8.Financial Statements and Supplementary Data.Item9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.Item9A.Controls and Procedures.Item9B.Other Information.Item9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections. PART III Item10.Directors, Executive Officers and Corporate Governance.Item11.Executive Compensation.Item12.Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters.Item13.Certain Relationships and Related Transactions, and Director Independence.Item14.Principal Accountant Fees and Services. PART IV Item15.Exhibit and Financial Statement Schedules. Exhibit IndexSignaturesConsent of Independent Registered Public Accounting Firm FORWARD-LOOKING STATEMENTSThis Annual Report on Form 10-