[8-K] Macy's, Inc. Reports Material Event

Rhea-AI Filing Summary

Macy’s, Inc. reported that it has entered into a compensatory agreement with Adrian V. Mitchell, its former Chief Operating Officer and Chief Financial Officer. Under this agreement, Macy’s will make a $2.7 million cash payment to finalize his separation compensation arrangement with the company and its subsidiaries.

The agreement also includes a mutual release of claims between Macy’s and Mr. Mitchell, and it releases him from his remaining obligations under his non-competition agreement with the company. This filing focuses on resolving the financial and contractual aspects of his prior executive employment rather than announcing new operational initiatives.

8-K Event Classification

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers

1 item

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): December 8, 2025

MACY'S, INC.

(Exact name of Registrant as Specified in its Charter)

Delaware			1-13536			13-3324058
(State or Other Jurisdiction of Incorporation)			(Commission File Number)			(IRS Employer Identification No.)

151 West 34th Street, New York, New York 10001

(Address of Principal Executive Offices)

(212) 494-1621

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class			Trading Symbol(s)			Name of each exchange on which registered
Common Stock, $.01 par value per share			M			New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company			o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 8, 2025, Macy’s, Inc. (the “Company”) entered into a compensatory agreement (the “Agreement”) with Adrian V. Mitchell, the former Chief Operating Officer and Chief Financial Officer of the Company. Under the terms of the Agreement, the Company will provide Mr. Mitchell with a cash payment of $2.7 million to finalize his separation compensation arrangement with the Company and its subsidiaries. The Agreement includes a release of claims by the parties and release of Mr. Mitchell’s obligations under the remaining term of his non-competition agreement with the Company.

MACY'S, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			MACY'S, INC.
Dated: December 12, 2025			By:			/s/ Tracy M. Preston
			Name:			Tracy M. Preston
			Title:			Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

What did Macy's (M) disclose about Adrian V. Mitchell in this 8-K?

Macy’s disclosed that it entered into a compensatory agreement with Adrian V. Mitchell, its former Chief Operating Officer and Chief Financial Officer, to finalize his separation compensation arrangement.

How much is Macy's (M) paying Adrian V. Mitchell under the new agreement?

Macy’s will provide Adrian V. Mitchell with a $2.7 million cash payment as part of the agreement to finalize his separation compensation.

Who is Adrian V. Mitchell in relation to Macy's (M)?

Adrian V. Mitchell is the former Chief Operating Officer and Chief Financial Officer of Macy’s, Inc.

Does the Macy's (M) agreement with Adrian V. Mitchell include a release of claims?

Yes. The agreement includes a release of claims by both Macy’s and Adrian V. Mitchell, resolving potential disputes related to his separation.

What happens to Adrian V. Mitchell’s non-competition obligations with Macy's (M)?

The agreement provides for the release of Mr. Mitchell’s obligations under the remaining term of his non-competition agreement with Macy’s.

Does this Macy's (M) disclosure describe new business initiatives or mainly an executive separation arrangement?

The disclosure mainly addresses an executive separation arrangement, detailing compensation and contractual releases, rather than announcing new business initiatives.