Macy's elects Deirdre P. Connelly lead independent director

The Board set its size at nine directors effective December 11, 2026, and the leadership handoff follows on December 12.

Rhea-AI Filing Summary

Macy’s, Inc. said Paul C. Varga notified the company that he will resign from its Board of Directors effective December 11, 2026. Varga has served as a director since 2012 and as Lead Independent Director since 2021. The Board elected Deirdre P. Connelly to succeed him as Lead Independent Director effective December 12, 2026, and fixed the Board’s size at nine directors effective December 11, 2026.

Macy’s described Varga’s resignation and Connelly’s appointment as part of the Board’s regular governance and succession planning. The company stated that Varga’s decision was not due to any disagreement with the company, the Board or management on matters relating to its operations, policies, practices or otherwise.

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.

Key Figures

Board size: 9 directors Varga’s service as a director began: 2012 Varga’s Lead Independent Director service began: 2021 +2 more

5 metrics

Board size 9 directors Effective December 11, 2026

Varga’s service as a director began 2012 Paul C. Varga has served as a director since this year

Varga’s Lead Independent Director service began 2021 Paul C. Varga has served in the role since this year

Varga resignation effective date December 11, 2026 Resignation from the Board

Connelly appointment effective date December 12, 2026 Appointment as Lead Independent Director

Key Terms

Lead Independent Director, Board of Directors, succession planning

3 terms

Lead Independent Director regulatory

"as Lead Independent Director since 2021"

A lead independent director is a board member who is not part of company management and is chosen to coordinate and represent the other independent directors, often running sessions without the CEO, helping set meeting agendas, and serving as a liaison between shareholders and the board. For investors, this role signals stronger, more balanced oversight—like a neutral referee who helps ensure decisions are fair, transparent and focused on protecting shareholder interests.

Board of Directors regulatory

"resign from the Board of Directors"

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

succession planning technical

"regular governance and succession planning"

A company’s plan for identifying and preparing people to take over key roles when leaders leave, retire, or are unable to work. Like a sports team’s bench and playbook, it ensures someone ready can step in quickly so operations, strategy and investor confidence aren’t disrupted; investors watch it because solid succession planning reduces the risk of sudden leadership gaps that can hurt performance and stock value.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

Who will be Macy’s next Lead Independent Director?

The Board elected Deirdre P. Connelly to succeed Paul C. Varga as Lead Independent Director, effective December 12, 2026.

When will Paul C. Varga leave Macy’s board?

Varga’s resignation from the Board is effective December 11, 2026. The Board’s size will be nine directors effective that same date.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 10/23/2026 - 04:13 PM EDT Accepted by SEC EDGAR 10/23/2026 - 04:13 PM EDT Learn about SEC filing dates

FALSE000079436700007943672026-10-232026-10-23

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): October 23, 2026

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 October 23, 2026, Paul C. Varga notified Macy’s, Inc. (the “Company”) of his decision to resign from the Board of Directors of the Company (the “Board”), effective December 11, 2026. Mr. Varga has served as a director since 2012 and as Lead Independent Director since 2021.

The Board has elected Deirdre P. Connelly to succeed Mr. Varga as Lead Independent Director, effective December 12, 2026.

Mr. Varga’s resignation and Ms. Connelly’s appointment as Lead Independent Director are part of the Board’s regular governance and succession planning. Mr. Varga’s decision to resign was not due to any disagreement with the Company, the Board or management on any matter relating to the Company’s operations, policies, practices or otherwise.

Following Mr. Varga’s resignation, the Board fixed the number of directors at nine, effective December 11, 2026.

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: October 23, 2026			By:			/s/ Tracy M. Preston
			Name:			Tracy M. Preston
			Title:			Executive Vice President, Chief Legal Officer and Corporate Secretary

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