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

Macy's, Inc. director Richard Clark received a grant of 1,366 Phantom Stock Units tied to the company’s Common Stock.

Rhea-AI Filing Summary

Macy's, Inc. director Richard Clark received a grant of 1,366 Phantom Stock Units tied to the company’s Common Stock. These units convert on a 1-for-1 basis into shares of Common Stock and are scheduled to be settled in stock when he leaves the Board of Directors.

The units were valued at an average of $20.1234 per unit for this quarterly grant period, bringing Clark’s total reported Phantom Stock Units to 1,366 held directly after the award. This is a compensation-related, non-cash equity grant rather than an open-market purchase.

Insider Trade Summary

Grant/Award: 1,366 shares

Grant/Award 1 txn

Insider Clark Richard

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	1,366	$20.1234	$27K

Holdings After Transaction: Phantom Stock Units — 1,366 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: 1,366 units Average value per unit: $20.1234 Units held after transaction: 1,366 units +2 more

5 metrics

Phantom Stock Units granted 1,366 units Director grant on 2026-03-31

Average value per unit $20.1234 Average of monthly grant values for the quarter

Units held after transaction 1,366 units Total Phantom Stock Units following the award

Conversion ratio 1-for-1 Each Phantom Stock Unit converts into one Common Share

Underlying common shares 1,366 shares Underlying Common Stock tied to Phantom Stock Units

Key Terms

Phantom Stock Units, 1-for-1 conversion, settled in Common Stock, derivative, +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

"1-for-1 conversion."

settled in Common Stock financial

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

derivative financial

""transaction_type": "derivative""

A derivative is a financial contract whose value depends on the price or performance of another asset or measure — for example a stock, index, interest rate, commodity, or currency. Investors use derivatives like insurance or leveraged bets to hedge risk, speculate, or gain exposure without owning the underlying asset; they can protect portfolios but also amplify losses and introduce counterparty and market risk.

grant, award, or other acquisition financial

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

FAQ

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

What did Macy's (M) director Richard Clark report in this Form 4?

Richard Clark reported receiving 1,366 Phantom Stock Units as a compensation grant. Each unit is linked to Macy’s Common Stock and will be settled in shares when he leaves the Board, increasing his stock-based alignment with shareholders over time.

How many Phantom Stock Units did Richard Clark receive from Macy's (M)?

Richard Clark received 1,366 Phantom Stock Units. These units are convertible on a 1-for-1 basis into Macy’s Common Stock and are intended as equity-based director compensation rather than a cash payment, reinforcing long-term alignment with company performance.

What is the value per unit of Richard Clark’s Macy's (M) Phantom Stock grant?

The reported average value per Phantom Stock Unit is $20.1234. This figure reflects the average value of the stock units granted each month during the quarter and is used to quantify the size of this non-cash director compensation award.

When will Richard Clark’s Macy's (M) Phantom Stock Units be settled?

The Phantom Stock Units are to be settled in Macy’s Common Stock upon Richard Clark’s termination from the Board of Directors. This defers actual share delivery until he leaves the board, supporting a longer-term focus on the company’s performance while he serves.

Do Richard Clark’s Macy's (M) Phantom Stock Units convert into common shares?

Yes, the Phantom Stock Units have a 1-for-1 conversion into Macy’s Common Stock. Although they are derivative awards, they are designed to mirror the value of common shares and will eventually be paid out in stock when his board service ends.

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

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Accepted by SEC EDGAR 04/01/2026 - 04:14 PM 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^*

Clark Richard

(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)
03/31/2026

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)	03/31/2026		A		1,366		(2)	(2)	Common Stock	1,366	$20.1234(3)	1,366	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/ Steven R. Watts, as attorney-in-fact for Richard Clark pursuant to a Power of Attorney	04/01/2026
	** 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)