Macy's, Inc. (NYSE: M) HR chief logs RSU vesting and tax-driven share sale

Q: Was Danielle Kirgan’s Macy's (M) share sale a discretionary trade?

The filing states the 10,010 shares were sold to cover tax withholding obligations upon vesting of restricted shares and "does not represent a discretionary transaction". This characterizes the sale as a mechanical tax-related event rather than a voluntary open-market decision.

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Macy's, Inc. executive Danielle L. Kirgan reported routine equity compensation activity, including the vesting of 19,719 restricted stock units into common shares and a related tax sale. She sold 10,010 common shares at a weighted average price of $17.9229 solely to cover tax withholding obligations, which the filing states was not a discretionary transaction. After these transactions, she held 108,008 shares of common stock directly and 59,159 restricted stock units.

Insider Trade Summary

Net Seller: 10,010 shares ($179,408)

Net Sell 3 txns

Insider Kirgan Danielle L.

Role EVP, Chief HR Officer

Sold 10,010 shs ($179K)

Type	Security	Shares	Price	Value
Sale	Common Stock	10,010	$17.9229	$179K
Exercise	Restricted Stock Units	19,719	$0.00	--
Exercise	Common Stock	19,719	$0.00	--

Holdings After Transaction: Common Stock — 108,008 shares (Direct); Restricted Stock Units — 59,159 shares (Direct)

Footnotes (1)

Each restricted stock unit represents the equivalent of one share of the Issuer's common stock. 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. 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 $17.975, 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. On April 3, 2025, the reporting person was granted 78,878 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Key Figures

Shares sold: 10,010 shares Weighted average sale price: $17.9229 per share RSUs converted: 19,719 units +4 more

7 metrics

Shares sold 10,010 shares Common stock sold on April 6, 2026

Weighted average sale price $17.9229 per share Tax-related sale of common stock

RSUs converted 19,719 units Restricted stock units converted to common stock

Shares held after 108,008 shares Direct common stock holdings after transactions

RSUs remaining 59,159 units Restricted stock units held after conversion

RSU grant size 78,878 units Grant on April 3, 2025 vesting in four installments

Sale price range $17.85–$17.975 Range of prices for multiple sale transactions

Key Terms

restricted stock units, tax withholding obligations, weighted average price, derivative exercise/conversion, +1 more

5 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 exercise/conversion financial

"transaction_action": "derivative exercise/conversion""

non-derivative financial

"transaction_type": "non-derivative""

Form 4 Insider Transactions: What Each Field Means →

04/07/2026 - 04:16 PM

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^*

Kirgan Danielle L.

(Last)

(First)

(Middle)

C/O MACY'S, INC.

151 WEST 34TH STREET

(Street)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Chief HR Officer

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/03/2026		M		19,719	A	⁽¹⁾	118,018	D
Common Stock	04/06/2026		S		10,010⁽²⁾	D	$17.9229⁽³⁾	108,008	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	04/03/2026		M			19,719	⁽⁴⁾	⁽⁴⁾	Common Stock	19,719	$0	59,159	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 $17.975, 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 78,878 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 Danielle L. Kirgan 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Macy's (M) executive Danielle Kirgan report in this Form 4?

Danielle Kirgan reported vesting of 19,719 restricted stock units into common stock and a related sale of 10,010 shares. The sale was executed to satisfy tax withholding obligations arising from the vesting, and the filing describes it as non‑discretionary.

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

She sold 10,010 shares of Macy’s common stock at a weighted average price of $17.9229 per share. A footnote explains these were multiple trades between $17.85 and $17.975, undertaken specifically to cover tax withholding obligations from restricted share vesting.

How many Macy's (M) shares does Danielle Kirgan hold after these transactions?

Following the reported transactions, Danielle Kirgan directly held 108,008 shares of Macy’s common stock. She also held 59,159 restricted stock units, each representing the equivalent of one share of common stock, reflecting her remaining equity-based compensation position.

What happened to Danielle Kirgan’s restricted stock units in this Macy's (M) filing?

A block of 19,719 restricted stock units was converted into an equal number of common shares. The Form 4 notes each unit equals one share of common stock, and shows 59,159 restricted stock units remaining in her direct holdings after the reported vesting event.

What prior Macy's (M) equity grant is referenced in Danielle Kirgan’s Form 4?

The filing references a grant of 78,878 restricted stock units awarded on April 3, 2025. These units vest in four equal installments beginning on the first anniversary of the grant date, providing a schedule for when additional shares may continue to vest over time.