Macy's CEO exercises RSUs, sells shares for taxes

Macy's, Inc. Chairman & CEO Antony Spring reported routine equity compensation activity.

Rhea-AI Filing Summary

Macy's, Inc. Chairman & CEO Antony Spring reported routine equity compensation activity. On April 3, 2026, 98,597 restricted stock units vested and were converted into the same number of common shares at $0.00 per share. To cover tax withholding obligations from this vesting, he sold 50,044 common shares at a weighted average price of $17.9239 per share, which the filing states was not a discretionary transaction. Following these transactions, he directly holds about 485,791 common shares and 295,793 unvested restricted stock units from the original 394,390-unit grant.

Insider Trade Summary

Exercise and sale activity reported; no spread calculated

Exercise and Sale 3 txns

Insider Spring Antony

Role Chairman & CEO

Sold 50,044 shs ($897K)

Approx. gross sale proceeds $897K

Approx. exercise cost $0.00

Type	Security	Shares	Price	Value
Sale	Common Stock	50,044	$17.9239	$897K
Exercise	Restricted Stock Units	98,597	$0.00	$0.00
Exercise	Common Stock	98,597	$0.00	$0.00

Holdings After Transaction: Restricted Stock Units — 295,793 contracts (Direct); Common Stock — 485,791.1058 shares (Direct)

Footnotes (4)

1. F1. Each restricted stock unit represents the equivalent of one share of the Issuer's common stock.
2. F2. 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. F3. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.85 to $17.98, 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. F4. On April 3, 2025, the reporting person was granted 394,390 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Key Figures

Shares sold for taxes: 50,044 shares Weighted average sale price: $17.9239 per share RSUs vested: 98,597 units +3 more

6 metrics

Shares sold for taxes 50,044 shares Common stock sold to cover tax withholding

Weighted average sale price $17.9239 per share Price for 50,044-share sale

RSUs vested 98,597 units Restricted stock units converting into common stock

Shares held after transactions 485,791.1058 shares Direct common stock ownership post-transaction

Unvested RSUs remaining 295,793 units Remaining from 394,390-unit RSU grant

Original RSU grant 394,390 units Grant on April 3, 2025 vesting in four installments

Key Terms

restricted stock units, tax withholding obligations, weighted average price, derivative security

4 terms

restricted stock units financial

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

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

"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."

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.

FAQ

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

What did Macy's (M) CEO Antony Spring report in this Form 4 filing?

Antony Spring reported vesting of 98,597 restricted stock units that converted into common shares at $0.00 per share. He also reported a related sale of 50,044 shares to satisfy tax withholding obligations tied to this vesting, described as non-discretionary.

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

The CEO sold 50,044 shares of Macy’s common stock at a weighted average price of $17.9239 per share. The filing notes these shares were sold specifically to cover tax withholding obligations from restricted stock vesting, not as a discretionary open-market trade.

How many Macy's (M) restricted stock units vested for the CEO?

A total of 98,597 restricted stock units vested for the CEO, each representing one share of Macy’s common stock. These units came from a prior grant of 394,390 units scheduled to vest in four equal installments starting on April 3, 2025, leaving three installments unvested.

What are Antony Spring’s Macy's (M) shareholdings after these transactions?

After the reported transactions, Antony Spring directly holds about 485,791 shares of Macy’s common stock. He also continues to hold 295,793 unvested restricted stock units from the original 394,390-unit grant, which are expected to vest in remaining equal installments.

Was the Macy's (M) CEO’s share sale a discretionary open-market transaction?

No. The filing states the 50,044 shares sold represent stock sold to cover tax withholding obligations upon vesting of restricted shares. It explicitly notes this does not represent a discretionary transaction by the reporting person, reducing its signaling value about his market view.

What was the original Macy's (M) restricted stock unit grant to the CEO?

On April 3, 2025, the CEO received a grant of 394,390 restricted stock units, vesting in four equal installments. The current Form 4 reflects one installment of 98,597 units vesting, with 295,793 units remaining scheduled for future vesting under the grant’s terms.

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

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Accepted by SEC EDGAR 04/07/2026 - 04:14 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^*

Spring Antony

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	04/03/2026		M		98,597	A	(1)	535,835.1058	D
Common Stock	04/06/2026		S		50,044(2)	D	$17.9239(3)	485,791.1058	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)	04/03/2026		M			98,597	(4)	(4)	Common Stock	98,597	$0	295,793	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 $17.85 to $17.98, 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 394,390 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 Antony Spring 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)