Were the Macy's (M) insider share sales discretionary open-market trades?

No. The filing states the 5,271 shares sold were to cover tax withholding obligations upon RSU vesting. It explicitly notes this does not represent a discretionary transaction by the reporting person, distinguishing it from a typical open-market sale.

Tax-driven share sale as Macy's (NYSE: M) EVP RSUs vest and convert

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Macy's, Inc. executive Tracy M. Preston reported compensation-related stock activity. On April 3, 2026, restricted stock units representing 13,146 shares of common stock vested and were converted into common shares. On April 6, 2026, 5,271 common shares were sold at a weighted average price of $17.9247 per share to cover tax withholding obligations, which the filing states was not a discretionary transaction. After these transactions, Preston directly owned 28,773 shares of Macy's common stock. A prior grant of 52,585 restricted stock units on April 3, 2025 vests in four equal annual installments.

Insider Trade Summary

Net Seller: 5,271 shares ($94,481)

Net Sell 3 txns

Insider Preston Tracy M

Role EVP, CLO & Corporate Secretary

Sold 5,271 shs ($94K)

Type	Security	Shares	Price	Value
Sale	Common Stock	5,271	$17.9247	$94K
Exercise	Restricted Stock Units	13,146	$0.00	--
Exercise	Common Stock	13,146	$0.00	--

Holdings After Transaction: Common Stock — 28,773 shares (Direct); Restricted Stock Units — 39,439 shares (Direct)

Footnotes (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 $17.865 to $17.97, 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 April 3, 2025, the reporting person was granted 52,585 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Key Figures

Shares sold: 5,271 shares Sale price: $17.9247 per share RSUs converted: 13,146 units +2 more

5 metrics

Shares sold 5,271 shares Common stock sold on April 6, 2026

Sale price $17.9247 per share Weighted average price for 5,271 shares

RSUs converted 13,146 units Restricted stock units converting into common stock on April 3, 2026

Shares owned after transactions 28,773 shares Directly owned Macy’s common stock after reported activity

RSU grant size 52,585 units Restricted stock units granted on April 3, 2025

Key Terms

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

4 terms

Restricted Stock Units financial

"On April 3, 2025, the reporting person was granted 52,585 restricted stock units vesting in four equal installments"

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. These shares were sold in multiple transactions at prices ranging from $17.865 to $17.97"

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.

Form 4 Insider Transactions: What Each Field Means →

04/07/2026 - 04:15 PM

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

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)
04/03/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2026		M		13,146	A	⁽¹⁾	34,044	D
Common Stock	04/06/2026		S		5,271⁽²⁾	D	$17.9247⁽³⁾	28,773	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/03/2026		M			13,146	⁽⁴⁾	⁽⁴⁾	Common Stock	13,146	$0	39,439	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 $17.865 to $17.97, 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 April 3, 2025, the reporting person was granted 52,585 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	04/07/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Macy's (M) EVP Tracy M. Preston report?

Tracy M. Preston reported RSU vesting into 13,146 common shares and a related sale of 5,271 shares. The sale was used to cover tax withholding obligations tied to the vesting, rather than a discretionary open-market trade.

How many Macy's (M) shares did the EVP sell and at what price?

The EVP sold 5,271 shares of Macy’s common stock at a weighted average price of $17.9247 per share. The filing notes these shares were sold in multiple trades between $17.865 and $17.97 to satisfy tax withholding obligations.

How many Macy's (M) shares does Tracy M. Preston hold after the Form 4 transactions?

Following the reported transactions, Tracy M. Preston directly owns 28,773 shares of Macy’s common stock. This figure reflects the RSU conversion into common stock and the subsequent tax-related share sale disclosed in the filing.

What is the size and vesting schedule of the Macy's (M) RSU grant to the EVP?

On April 3, 2025, the EVP was granted 52,585 restricted stock units. The grant vests in four equal installments beginning on the first anniversary of the grant date, with each RSU representing one share of Macy’s common stock upon vesting.