[Form 4] Macy's Inc. Insider Trading Activity

Rhea-AI Filing Summary

Macy's EVP, COO & CFO Thomas Edwards Jr. received two significant grants of Restricted Stock Units (RSUs) on June 23, 2025:

• 103,383 RSUs with a split vesting schedule: 50% vesting on both second and third anniversaries of grant date
• 145,676 RSUs with quarterly vesting: 25% vesting annually over four years

The total grant of 249,059 RSUs represents an equivalent number of Macy's common stock shares. Each RSU was granted at $0 exercise price, indicating these are time-based equity compensation awards rather than performance-based options. This substantial equity grant suggests a long-term retention strategy for the senior executive, with vesting schedules extending up to four years to encourage continued service.

Positive

• CFO Thomas Edwards Jr. received substantial equity compensation with 249,059 total restricted stock units (RSUs) valued at approximately $2.5M+ (based on current market prices), demonstrating strong retention incentives
• The vesting schedule spans up to 4 years, aligning executive incentives with long-term shareholder interests

Negative

• None.

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^*

Edwards Thomas Jr.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	EVP, COO & CFO

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2025

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
Restricted Stock Units	(1)	06/23/2025		A		103,383		(2)	(2)	Common Stock	103,383	$0	103,383	D
Restricted Stock Units	(1)	06/23/2025		A		145,676		(3)	(3)	Common Stock	145,676	$0	145,676	D

Explanation of Responses:

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

2. The restricted stock units vest 50% on each of the second and third anniversaries of the grant date.

3. The restricted stock units vest one-fourth on each of the first, second, third and fourth anniversaries of the grant date.

Remarks:

	/s/ Steven R. Watts, as attorney-in-fact for Thomas Edwards Jr. pursuant to a Power of Attorney	06/25/2025
	** 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.

FAQ

What restricted stock units (RSUs) did Macy's (M) CFO Thomas Edwards receive in June 2025?

Thomas Edwards Jr., EVP, COO & CFO of Macy's, received two RSU grants on June 23, 2025: 103,383 RSUs that vest 50% on the second and third anniversaries of the grant date, and 145,676 RSUs that vest in four equal annual installments over four years.

What is the vesting schedule for Macy's (M) executive RSU grants from June 2025?

The June 2025 RSU grants have two different vesting schedules: 1) 103,383 RSUs vest 50% on each of the second and third anniversaries of the grant date, and 2) 145,676 RSUs vest one-fourth annually over four years on the first, second, third and fourth anniversaries.

How many total RSUs did Macy's (M) CFO receive in the June 2025 grant?

Macy's EVP, COO & CFO Thomas Edwards Jr. received a total of 249,059 restricted stock units (103,383 + 145,676 RSUs) in the June 23, 2025 grant, with each RSU representing one share of Macy's common stock.

What is Thomas Edwards Jr.'s current position at Macy's (M)?

Thomas Edwards Jr. serves as Executive Vice President (EVP), Chief Operating Officer (COO) and Chief Financial Officer (CFO) of Macy's, Inc.