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

Rhea-AI Filing Summary

Richard Clark, a director of Macy's, Inc. (M), reported the conversion of phantom stock units into 1,971 shares of common stock on 09/30/2025. The Form 4 shows these were recorded as an acquisition (A) of 1,971 shares at an average unit value of $13.9573, representing the quarterly average value of the granted stock units.

The filing notes the phantom units convert 1-for-1 to common stock and that settlement of the units in actual shares will occur upon the reporting person's termination from the board. The Form 4 was signed by an attorney-in-fact on behalf of Richard Clark on 10/01/2025.

Positive

• Director alignment: Conversion of phantom units into common stock aligns the reporting director's economic interest with shareholders.
• Clear disclosure: Filing specifies conversion ratio (1-for-1), number of shares (1,971), and average per-unit value ($13.9573).

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine director equity conversion; aligns director compensation with shareholders but settlement timing is deferred until board exit.

This Form 4 documents a standard conversion of phantom stock units into 1,971 common shares for a sitting director. The 1-for-1 conversion and the note that settlement occurs upon termination are common features of deferred director compensation designed to retain board members and align incentives with shareholders. There is no indication of accelerated settlement, related-party transactions beyond director status, or unusual pricing mechanics; the per-unit amount reported is an average valuation for the quarter rather than a market trade price.

Securities Analyst

TL;DR: Transaction is immaterial to company capitalization and appears procedural, not market-moving.

The reported acquisition of 1,971 shares at an average recorded value of $13.9573 is a small, routine issuance tied to phantom unit conversion. The disclosure clarifies that the units will be settled in common stock upon the director's termination, indicating these shares may not yet be delivered. From an investor-impact perspective, the size and nature of the transaction do not suggest material dilution or a change in corporate control.

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
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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).

1. Name and Address of Reporting Person^*

Clark Richard

(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 Clark 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 Richard Clark report on Macy's (M) Form 4?

He reported the conversion of 1,971 phantom stock units into 1,971 shares of common stock, recorded as an acquisition on 09/30/2025.

When will the converted phantom units be settled into Macy's shares?

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

What price or valuation was reported for the converted units on the Form 4?

The reported average value per unit for the quarter was $13.9573, noted as the average value of the stock units granted each month during the quarter.

How many shares did the director acquire and on what date?

The director acquired 1,971 shares, with the transaction date listed as 09/30/2025.

Was the Form 4 signed by Richard Clark?

The Form 4 was signed by Wendy A. Beadles as attorney-in-fact for Richard Clark pursuant to a Power of Attorney on 10/01/2025.