Macy’s (NYSE: M) EVP Tracy Preston reports RSU vesting and tax-related share sale

Rhea-AI Filing Summary

Macy's, Inc. executive Tracy M. Preston, EVP, CLO & Corporate Secretary, reported routine equity compensation activity and a related tax sale. On March 28, 2026, 7,504 restricted stock units vested and were converted into 7,504 shares of common stock at a conversion price of $0.00 per share. A Form 4 entry for 2,736 common shares sold at a weighted average price of $17.7398 per share represents shares sold to cover tax withholding obligations upon the vesting and is described as not a discretionary transaction. Following these transactions, Preston directly held 20,898 common shares and 15,008 restricted stock units. A prior grant of 30,015 restricted stock units, awarded on March 28, 2024, vests in four equal annual installments.

Insider Trade Summary

Net Seller: 2,736 shares ($48,536)

Net Sell 3 txns

Insider Preston Tracy M

Role EVP, CLO & Corporate Secretary

Sold 2,736 shs ($49K)

Type	Security	Shares	Price	Value
Sale	Common Stock	2,736	$17.7398	$49K
Exercise	Restricted Stock Units	7,504	$0.00	--
Exercise	Common Stock	7,504	$0.00	--

Holdings After Transaction: Common Stock — 20,898 shares (Direct); Restricted Stock Units — 15,008 shares (Direct)

Footnotes (1)

1. Each restricted stock unit represents the equivalent of one share of the Issuer's common stock. Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of restricted shares and does not represent a discretionary transaction by the reporting person. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.5550 to $17.8850, inclusive. The reporting person undertakes to provide to Macy's, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to the Form 4. On March 28, 2024, the reporting person was granted 30,015 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Key Figures

Shares sold for tax withholding: 2,736 shares Weighted average sale price: $17.7398 per share RSUs vested and converted: 7,504 units/shares +4 more

7 metrics

Shares sold for tax withholding 2,736 shares Common stock sale at weighted average $17.7398 per share

Weighted average sale price $17.7398 per share Multiple trades between $17.5550 and $17.8850

RSUs vested and converted 7,504 units/shares Restricted stock units each representing one common share

Common shares held after transactions 20,898 shares Direct ownership following sale to cover tax obligations

RSUs held after transactions 15,008 units Remaining restricted stock units after 7,504 vested

Original RSU grant size 30,015 units Grant on March 28, 2024 vesting in four equal installments

Sale price range $17.5550–$17.8850 Price range for multiple trades reported as a weighted average

Key Terms

Restricted Stock Units, tax withholding obligations, weighted average price, derivative security, +1 more

5 terms

Restricted Stock Units financial

"Each restricted stock unit represents the equivalent of one share of the Issuer's common stock."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

tax withholding obligations financial

"Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of restricted shares"

weighted average price financial

"The price reported in Column 4 is the weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

derivative security financial

"Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"On March 28, 2024, the reporting person was granted 30,015 restricted stock units vesting in four equal installments"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Preston Tracy M

(Last) (First) (Middle)

C/O MACY'S, INC.

151 WEST 34TH STREET

(Street)

NEW YORK NEW YORK 10001

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Macy's, Inc. [ M ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, CLO & Corporate Secretary

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/28/2026		M		7,504	A	$0(1)	23,634	D
Common Stock	03/30/2026		S		2,736(2)	D	$17.7398(3)	20,898	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	03/28/2026		M			7,504	(4)	(4)	Common Stock	7,504	$0	15,008	D

Explanation of Responses:

1. Each restricted stock unit represents the equivalent of one share of the Issuer's common stock.

2. Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of restricted shares and does not represent a discretionary transaction by the reporting person.

3. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.5550 to $17.8850, inclusive. The reporting person undertakes to provide to Macy's, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote to the Form 4.

4. On March 28, 2024, the reporting person was granted 30,015 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Remarks:

	/s/ Steven R. Watts, as attorney-in-fact for Tracy M. Preston pursuant to a Power of Attorney	03/31/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

FAQ

What did Macy's (M) executive Tracy M. Preston report in this Form 4 filing?

Tracy M. Preston reported the vesting of restricted stock units and a related share sale to cover taxes. 7,504 RSUs converted into common stock, and 2,736 shares were sold as tax withholding rather than a discretionary market trade.

How many Macy's (M) shares did Tracy M. Preston sell and at what price?

Preston sold 2,736 Macy’s common shares at a weighted average price of $17.7398. A footnote explains this sale covered tax withholding obligations tied to vesting restricted shares, rather than reflecting a discretionary decision to sell shares in the open market.

How many restricted stock units vested for Macy's (M) executive Tracy M. Preston?

On March 28, 2026, 7,504 restricted stock units vested and converted into 7,504 Macy’s common shares at a conversion price of $0.00. Each unit represents one common share, consistent with the equity compensation structure described in the filing footnotes.

What Macy's (M) equity awards does Tracy M. Preston still hold after these transactions?

After the reported transactions, Preston directly holds 20,898 Macy’s common shares and 15,008 restricted stock units. These positions reflect both past grants and recent vesting activity, providing ongoing equity exposure through a mix of stock and unvested RSUs.

What are the vesting terms of Tracy M. Preston’s 30,015 Macy's (M) restricted stock units?

Preston received 30,015 restricted stock units on March 28, 2024, vesting in four equal installments. Vesting begins on the first anniversary of the grant date, meaning 25% vests each year over four years, subject to continued service and plan conditions.

How was the share sale price range described in Tracy M. Preston’s Macy's (M) Form 4?

The filing reports a weighted average sale price and notes multiple trades between $17.5550 and $17.8850 per share. It states full trade-by-trade pricing details are available upon request from Macy’s, the reporting person, or Securities and Exchange Commission staff.