Macy's director granted 1,322 phantom stock units

Macy's, Inc. director MARKEE RICHARD L received a grant of 1,322 Phantom Stock Units tied to Macy’s common stock.

Rhea-AI Filing Summary

Macy's, Inc. director MARKEE RICHARD L received a grant of 1,322 Phantom Stock Units tied to Macy’s common stock. These units convert on a 1-for-1 basis into common shares and are scheduled to be settled in stock when the director leaves the Board. The grant reflects equity-based compensation rather than an open-market trade.

Insider Trade Summary

Grant/Award: 1,322 shares

Grant/Award 1 txn

Insider MARKEE RICHARD L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	1,322	$20.8064	$28K

Holdings After Transaction: Phantom Stock Units — 1,322 contracts (Direct)

Footnotes (3)

1. F1. 1-for-1 conversion.
2. F2. Units are to be settled in Common Stock upon the Reporting Person's termination from the Board of Directors.
3. F3. 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.

Key Figures

Phantom Stock Units granted: 1,322 units Average unit value: $20.8064 per unit Units outstanding after grant: 1,322 units +1 more

4 metrics

Phantom Stock Units granted 1,322 units Equity award to director on June 30, 2026

Average unit value $20.8064 per unit Average value of units granted each month in the quarter

Units outstanding after grant 1,322 units Total Phantom Stock Units held following the reported transaction

Conversion ratio 1-for-1 Each Phantom Stock Unit converts into one share of common stock

Key Terms

Phantom Stock Units, 1-for-1 conversion, settled in Common Stock, grant, award, or other acquisition, +1 more

5 terms

Phantom Stock Units financial

"security_title: "Phantom Stock Units""

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

1-for-1 conversion financial

"footnote: "1-for-1 conversion.""

settled in Common Stock financial

"Units are to be settled in Common Stock upon the Reporting Person's termination"

grant, award, or other acquisition financial

"transaction_code_description: "Grant, award, or other acquisition""

underlying security financial

"underlying_security_title: "Common Stock""

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did MARKEE RICHARD L report in this Form 4 for Macy's (M)?

The filing shows MARKEE RICHARD L, a Macy’s director, received 1,322 Phantom Stock Units. These units are a form of equity compensation that track Macy’s common stock value and will be settled in shares at a future date.

How many Macy's phantom stock units were granted to the director?

The director was granted 1,322 Phantom Stock Units. Each unit represents the right to receive one share of Macy’s common stock in the future, aligning the director’s compensation with shareholder value over time.

At what value were the Macy's phantom stock units recorded in this grant?

The units were recorded at an average value of $20.8064 per unit. This figure reflects the average value of the stock units granted each month during the reported quarter, as explained in the filing footnotes.

When will the Macy's phantom stock units be settled in common stock?

The Phantom Stock Units will be settled in Macy’s common stock upon the director’s termination from the Board. Settlement timing therefore depends on when the director’s Board service ends, rather than occurring immediately after the grant.

What does a 1-for-1 conversion mean for Macy's phantom stock units?

A 1-for-1 conversion means each Phantom Stock Unit will convert into one share of Macy’s common stock at settlement. This structure directly links the ultimate value of the grant to the company’s share price performance over time.

Does this Macy's Form 4 show open-market buying or selling?

No. The Form 4 reports a grant of Phantom Stock Units as compensation, not an open-market buy or sell. The director did not purchase or sell Macy’s shares on the market in this particular transaction.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 07/01/2026 - 04:07 PM EDT Learn about SEC filing dates

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^*

MARKEE RICHARD L

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2026

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

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)	06/30/2026		A		1,322		(2)	(2)	Common Stock	1,322	$20.8064(3)	1,322	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/ Wendy A. Beadles, as attorney-in-fact for Richard L. Markee pursuant to a Power of Attorney	07/01/2026
	** 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)