Macy's (NYSE: M) EVP nets shares after RSU vesting and tax withholding

Rhea-AI Filing Summary

Macy's, Inc. executive Tracy M. Preston, EVP, CLO & Corporate Secretary, reported equity transactions tied to restricted stock unit vesting. On February 28, 2026, 18,061 restricted stock units were exercised into the same number of common shares at $0.00 per share. On March 2, 2026, 6,654 common shares were withheld by Macy's at $19.78 per share to cover tax obligations, a non-discretionary transaction. After these moves, Preston directly owned 16,130 common shares and held 18,062 restricted stock units.

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^*

Preston Tracy M

(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, CLO & Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/28/2026

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
Common Stock	02/28/2026		M		18,061	A	(1)	22,784	D
Common Stock	03/02/2026		F		6,654(2)	D	$19.78	16,130	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)	02/28/2026		M			18,061	(3)	(3)	Common Stock	18,061	$0	18,062	D

Explanation of Responses:

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

2. Withholding by Macy's, Inc. of 6,654 shares of common stock to satisfy reporting person's tax withholding obligation in connection with the vesting of restricted stock units and delivery of common stock on March 2, 2026 and does not represent a discretionary transaction by the reporting person.

3. On February 29, 2024, the reporting person was granted 36,123 restricted stock units vesting in two equal installments on each of the second and third anniversary of the grant date.

Remarks:

	/s/ Steven R. Watts, as attorney-in-fact for Tracy M. Preston pursuant to a Power of Attorney	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

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

Tracy M. Preston reported RSU-related transactions, including exercising 18,061 restricted stock units into common shares and a separate withholding of 6,654 common shares by Macy’s to satisfy tax obligations tied to the vesting and share delivery.

How many Macy's (M) restricted stock units did Tracy M. Preston vest and convert?

Tracy M. Preston exercised 18,061 restricted stock units into the equivalent number of Macy’s common shares at a transaction price of $0.00 per share, reflecting RSU vesting and conversion rather than an open-market purchase.

Why were 6,654 Macy's (M) shares withheld in Tracy M. Preston’s filing?

Macy’s withheld 6,654 common shares at $19.78 per share to satisfy Tracy M. Preston’s tax withholding obligations related to RSU vesting and share delivery, and this withholding is described as a non-discretionary transaction by the reporting person.

What is Tracy M. Preston’s Macy's (M) share ownership after these transactions?

Following the reported activity, Tracy M. Preston directly owned 16,130 shares of Macy’s common stock and held 18,062 restricted stock units, reflecting her post-transaction equity position as disclosed in the filing details.

Were Tracy M. Preston’s Macy's (M) transactions open-market buys or sells?

The transactions involved RSU vesting and tax withholding, not open-market trades. Shares were acquired through derivative exercise of restricted stock units and disposed of via non-discretionary share withholding to cover associated tax liabilities.