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

Rhea-AI Filing Summary

Macy's, Inc. director Douglas William Sesler reported an equity-based award in the form of phantom stock units. On 12/31/2025, he acquired 1,353 derivative securities, each representing a right to receive one share of Macy's common stock on a 1-for-1 basis. The units are to be settled in common stock when he leaves the Board of Directors. The filing notes that the reported average value of these stock units is $20.3283, based on the average value of the units granted each month during the quarter covered by this report. Following this transaction, he directly beneficially owned 1,353 phantom stock units linked to Macy's common stock.

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

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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).

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^*

Sesler Douglas William

(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)
12/31/2025

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)	12/31/2025		A		1,353		(2)	(2)	Common Stock	1,353	$20.3283(3)	1,353	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 Douglas William Sesler pursuant to a Power of Attorney	01/05/2026
	** 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.

FAQ

What insider transaction did Macy's (M) disclose for Douglas William Sesler?

Macy's disclosed that director Douglas William Sesler acquired 1,353 phantom stock units on 12/31/2025, each linked to one share of Macy's common stock.

What are the terms of the phantom stock units reported for Macy's (M) director?

The phantom stock units convert on a 1-for-1 basis into Macy's common stock and are to be settled in stock when the director terminates service from the Board of Directors.

What price was used for the Macy's (M) phantom stock units granted to the director?

The filing states a value of $20.3283 per unit, described as the average of the value of the stock units granted each month during the quarter covered by the report.

How many Macy's (M) derivative securities does the director own after this transaction?

After the reported transaction, the director beneficially owned 1,353 phantom stock units, held with direct ownership.

When will the Macy's (M) phantom stock units be settled into common stock?

The units are to be settled in common stock upon the reporting person's termination from the Board of Directors.

What type of security did the Macy's (M) director receive in this insider report?

The filing reports a derivative security described as phantom stock units, each tied to an equivalent number of shares of Macy's common stock.