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

Rhea-AI Filing Summary

MicroStrategy (NASDAQ: MSTR) filed an 8-K detailing recent at-the-market (ATM) equity sales and the redeployment of proceeds into bitcoin.

• Capital raised (7 – 13 July 2025): 797,008 common shares produced $330.9 million in net proceeds. Preferred ATMs issued 573,976 STRK ($71.1 m net), 444,005 STRF ($55.3 m) and 158,278 STRD ($15.0 m), taking total net proceeds to roughly $472 million.
• Remaining capacity: The common ATM still authorises $17.8 billion; preferred programmes collectively allow a further $26.5 billion, giving the company over $44 billion of issuance "dry powder".
• Bitcoin deployment: Using these proceeds, the company bought 4,225 BTC for $472.5 million at an average price of $111,827. Aggregate holdings now stand at 601,550 BTC, acquired for $42.87 billion (average $71,268).
• Disclosure practice: Management highlights its online dashboard as a Regulation FD-compliant channel for real-time updates on security prices, BTC purchases and key metrics.

The filing emphasises Strategy’s model of financing large bitcoin accumulations via continual equity issuance. While the additional BTC may appeal to crypto-oriented investors and bolsters nominal asset value, common shareholders face dilution and holders of new preferred shares bear high fixed dividends of 8-10%. The strategy materially increases exposure to bitcoin price volatility and related regulatory risk.

Positive

• Raised approximately $472 million across common and preferred ATMs, bolstering near-term liquidity
• Added 4,225 BTC, increasing holdings to 601,550 BTC and reinforcing bitcoin-centric growth thesis
• Retains over $44 billion of remaining ATM capacity, providing substantial future funding flexibility

Negative

• Issuance of 8-10% preferred stock imposes sizeable perpetual dividend obligations
• Common-share dilution from 797,008 new shares may pressure per-share metrics
• Latest BTC tranche purchased at $111,827, well above historical average, increasing downside risk
• Balance-sheet concentration in bitcoin elevates volatility and regulatory exposure

Insights

Senior Financial Analyst

TL;DR – $472 m raised, 4,225 BTC added; dilution and 8-10% preferred costs temper upside.

The ATM update is meaningful: a half-billion-dollar capital raise in one week confirms Management’s ability to tap equity markets quickly. Converting those proceeds directly into BTC pushes the treasury position past 600 k coins, reinforcing the thesis that MicroStrategy is effectively a leveraged bitcoin proxy. Remaining issuance authority above $44 bn offers enormous optionality for further BTC accumulation or debt retirement. However, the funding mix is costly: 8-10% perpetual preferred dividends are high in any rate environment and common-share dilution will pressure per-share metrics over time. The average purchase price of the latest tranche exceeds $111 k, raising the break-even level for incremental buys versus the historical $71 k basis. Overall impact is mixed but noteworthy for investors tracking BTC exposure.

Portfolio Risk Manager

TL;DR – Filing heightens balance-sheet concentration risk; financing flexibility mitigates liquidity stress.

MicroStrategy’s accelerated issuance identifies ample market appetite, but the company is layering significant perpetual obligations atop an already BTC-centric balance sheet. Preferred stock at 8-10% locks in high fixed payments, leaving cash-flow coverage dependent on bitcoin appreciation or additional capital raises—both inherently volatile. The 4,225 BTC buy increases single-asset exposure to an unprecedented 601,550 BTC. Should prices retrench, equity value could deteriorate quickly, particularly with dividend drains. Conversely, if bitcoin’s bull cycle persists, the leverage effect could be highly accretive. From a risk perspective, the disclosure is impactful and tilts toward elevated volatility rather than immediate solvency concerns.

FALSE000079436700007943672025-07-142025-07-14

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): July 14, 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 8.01 Other Events

On July 14, 2025, Macy’s, Inc. (the “Company”) announced that its wholly-owned subsidiary, Macy’s Retail Holdings, LLC (the “Issuer”), intends to offer, subject to market and other customary conditions, $500 million in aggregate principal amount of senior notes due 2033 (the “Notes”) in a private offering (the “Notes Offering”). The Notes will be senior unsecured obligations of the Issuer and will be unconditionally guaranteed on a senior unsecured basis by the Company. In connection with the Notes Offering, the Company also announced that the Issuer will be conducting a tender offer (the “Tender Offer”) to repurchase certain of its outstanding senior notes and debentures, subject to a maximum tender offer amount representing a combined aggregate purchase price of up to $175 million (excluding accrued and unpaid interest and excluding fees and expenses related to the Tender Offer). The Issuer intends to use the proceeds from the Notes Offering, together with cash on hand, to (i) fund the Tender Offer, (ii) redeem approximately $587 million of certain other outstanding senior notes and debentures as described further below (the “Redemption”) and (iii) pay fees, premium and expenses in connection with the foregoing.

On July 14, 2025, the Company issued conditional notices of redemption to the applicable trustee providing for the redemption of all of its outstanding (i) 6.700% Senior Exchanged Debentures due 2028, (ii) 5.875% Senior Notes due 2029 and (iii) 8.750% Senior Exchanged Debentures due 2029, in each case, at the applicable redemption price set forth in the applicable indenture, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The redemption date for each of the three series of redeemed debt securities will be July 29, 2025. The conditional notices of redemption are conditioned upon the consummation of the Notes Offering.

In addition, upon the consummation of the Notes Offering, the Company intends to issue irrevocable notices of redemption providing for the redemption of all of its outstanding (i) 7.00% Senior Debentures due 2028, (ii) 6.700% Senior Debentures due 2028, (iii) 6.900% Senior Debentures due 2029 and (iv) 8.750% Senior Debentures due 2029, in each case, at the applicable redemption price set forth in the applicable indenture, plus accrued and unpaid interest to, but excluding, the applicable redemption date. The redemption date for each of the four series of redeemed debt securities is expected to be August 28, 2025.

The Tender Offer is conditioned on, among other things, the consummation of the Notes Offering. This Current Report on Form 8-K does not constitute (i) an offer to purchase or solicitation of an offer to sell any of the notes subject to the Tender Offer or (ii) a notice of redemption of any of the notes subject to the Redemption.

On July 14, 2025, the Company issued separate press releases announcing the commencement of the Notes Offering and the Tender Offer. Copies of the press releases are attached hereto as Exhibit 99.1 and Exhibit 99.2 and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
99.1						Press Release of the Company Relating to the Notes Offering dated July 14, 2025.
99.2						Press Release of the Company Relating to the Tender Offer dated July 14, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

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: July 14, 2025			By:			/s/ Tracy M. Preston
			Name:			Tracy M. Preston
			Title:			Executive Vice President, Chief Legal Officer and Corporate Secretary

FAQ

How much capital did MicroStrategy (MSTR) raise through its ATMs this period?

The company generated about $472 million in net proceeds between 7 – 13 July 2025.

What were the terms of the preferred stock issued (STRK, STRF, STRD)?

They are perpetual Series A preferred shares with 8.00% (STRK) and 10.00% (STRF & STRD) dividend rates, $0.001 par value.

How many bitcoin does MicroStrategy now hold?

Holdings total 601,550 BTC acquired for $42.87 billion, averaging $71,268 per coin.

What was the average price paid for the latest 4,225 BTC purchase?

The average purchase price was $111,827 per bitcoin, inclusive of fees.

How much issuance capacity remains under the company’s ATM programs?

Approximately $44.3 billion remains—$17.8 bn for common shares and about $26.5 bn across preferred series.

Where can investors find ongoing updates from MicroStrategy?

Management posts real-time information on its website’s Strategy Dashboard, cited as a Regulation FD channel.