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

Rhea-AI Filing Summary

Richard L. Markee, a director of Macy's, Inc. (M), reported receipt of 1,971 Phantom Stock Units on 09/30/2025 that convert 1-for-1 into common stock. The units are scheduled to be settled in common stock upon the Reporting Person's termination from the Board of Directors, and the filing shows 1,971 shares beneficially owned following the transaction in a direct ownership form. The report records an average per-unit value of $13.9573, described as the quarterly monthly-average value of the stock units. The Form 4 was signed by Wendy A. Beadles as attorney-in-fact on 10/01/2025.

Positive

• Grant disclosed transparently: The Form 4 clearly reports the grant of 1,971 Phantom Stock Units and their conversion terms.
• Conversion ratio specified: Units convert on a 1-for-1 basis into common stock, making potential dilution straightforward to calculate.
• Per-unit value provided: The filing includes an average unit value of $13.9573 for the quarter, aiding valuation of the grant.

Negative

• Settlement deferred: Units are to be settled in common stock only upon the Reporting Person's termination from the Board, so ownership is not immediate.

Insights

Corporate Governance Expert

TL;DR: Director awarded phantom units that convert to shares on board departure; routine director compensation event.

The filing documents a board compensation grant in the form of phantom stock units that convert 1-for-1 into common shares upon the director's termination from the board. This structure defers settlement until a triggering event (termination). The disclosure is standard for director equity compensation and provides transparency on the number of shares that may be issued when settled.

Securities Analyst

TL;DR: 1,971 units reported with a quarterly-average unit value of $13.9573; disclosure is informational and non-material to capital structure.

The Form 4 shows a transaction date of 09/30/2025 for 1,971 phantom stock units convertible 1-for-1 to common stock. The reported average unit value is $13.9573. Because the units settle upon termination from the Board, immediate share issuance did not occur, and the report serves primarily to document potential future share issuance tied to director compensation.

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).

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2025

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
Phantom Stock Units	(1)	09/30/2025		A		1,971		(2)	(2)	Common Stock	1,971	$13.9573(3)	1,971	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	10/01/2025
	** 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 did Macy's director Richard L. Markee report on Form 4 (M)?

The Form 4 reports the acquisition of 1,971 Phantom Stock Units on 09/30/2025 that convert 1-for-1 into common stock and are to be settled upon the director's termination from the Board.

How many shares does Richard L. Markee beneficially own after the transaction?

The filing shows 1,971 shares beneficially owned following the reported transaction in a direct ownership form.

What price or value is reported for the phantom units?

The Form 4 reports an average per-unit value of $13.9573, described as the quarterly monthly-average value of the stock units granted.

When will the phantom units be converted into Macy's common stock?

According to the filing, the units are to be settled in common stock upon the Reporting Person's termination from the Board of Directors.

Who signed the Form 4 on behalf of Richard L. Markee?

The Form 4 was signed by Wendy A. Beadles as attorney-in-fact for Richard L. Markee pursuant to a Power of Attorney, with a signature date of 10/01/2025.