Macy's (NYSE: M) director awarded 1,353 phantom stock units

Rhea-AI Filing Summary

Macy's, Inc. director Richard L. Markee reported an equity-related award in the form of derivative securities. On 12/31/2025, he received 1,353 phantom stock units, each convertible into one share of Macy's common stock on a 1-for-1 basis. The award is structured so that the units are to be settled in common stock when he leaves the Board of Directors. The reported value per unit, $20.3298, represents the average of the stock unit values granted each month during the quarter covered by this report. Following this transaction, the phantom stock units are held as a direct ownership position.

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

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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^*

MARKEE RICHARD L

(Last) (First) (Middle)

C/O MACY'S, INC.

151 WEST 34TH STREET

(Street)

NEW YORK NY 10001

(City) (State) (Zip)

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

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

X	Director		10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2025

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

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

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

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

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
Phantom Stock Units	(1)	12/31/2025		A		1,353		(2)	(2)	Common Stock	1,353	$20.3298(3)	1,353	D

Explanation of Responses:

1. 1-for-1 conversion.

2. Units are to be settled in Common Stock upon the Reporting Person's termination from the Board of Directors.

3. The price noted is the average of the value of the stock units granted each month during the quarter for which this report is filed.

Remarks:

	/s/ Steven R. Watts, as attorney-in-fact for Richard L. Markee pursuant to a Power of Attorney	01/05/2026
	** 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).
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FAQ

What insider transaction did Macy's (M) report in this Form 4?

The filing reports that director Richard L. Markee received 1,353 phantom stock units on 12/31/2025, representing a new equity-based award tied to Macy's common stock.

How are Richard L. Markee’s Macy's phantom stock units settled?

The 1,353 phantom stock units are to be settled in Macy's common stock when Markee terminates service on the Board of Directors, with a 1-for-1 conversion into shares.

What is the reported value of the Macy's phantom stock units in this filing?

The reported value per unit is $20.3298, which is described as the average of the value of the stock units granted each month during the quarter covered by this report.

What type of security did the Macy's director receive according to the Form 4?

The director received phantom stock units, a type of derivative security that tracks the value of Macy's common stock and is ultimately settled in shares.

Is the Macy's director’s phantom stock unit holding reported as direct or indirect ownership?

The Form 4 indicates that the 1,353 phantom stock units are held as direct (D) beneficial ownership by the reporting person.

Who signed the Macy's Form 4 on behalf of Richard L. Markee?

The Form 4 was signed by /s/ Steven R. Watts acting as attorney-in-fact for Richard L. Markee pursuant to a Power of Attorney.