Macy's (NYSE: M) CEO logs tax-driven sale and 286,641 RSU grant

Rhea-AI Filing Summary

Macy's, Inc. Chairman & CEO Antony Spring reported a mix of stock awards and tax-related share disposals. On March 26, 2026, he received 286,641 restricted stock units, each equal to one common share, scheduled to vest in four equal annual installments. He also acquired 103,984 common shares from settlement of performance restricted stock units for the 2023–2025 period, including dividend shares, with 6,092 shares withheld by Macy's to cover tax obligations.

On March 27, 2026, Spring sold 41,450 common shares at a weighted average price of $17.9121 per share to cover additional tax withholding, described as a non-discretionary transaction. After these movements, he directly holds about 397,555 common shares and 286,641 restricted stock units.

Insider Trade Summary

Net Seller: 41,450 shares ($742,457)

Net Sell 4 txns

Insider Spring Antony

Role Chairman & CEO

Sold 41,450 shs ($742K)

Type	Security	Shares	Price	Value
Sale	Common Stock	41,450	$17.9121	$742K
Grant/Award	Restricted Stock Units	286,641	$0.00	--
Grant/Award	Common Stock	103,984	$0.00	--
Tax Withholding	Common Stock	6,092	$18.49	$113K

Holdings After Transaction: Common Stock — 397,555.106 shares (Direct); Restricted Stock Units — 286,641 shares (Direct)

Footnotes (1)

1. Settlement of performance restricted stock units granted March 31, 2023 following the 3-year (fiscal 2023 - 2025) performance period. Number includes 11,932 dividend shares accrued during the performance period. Withholding by Macy's, Inc. of 6,092 shares of common stock to satisfy reporting person's tax withholding obligation in connection with the vesting of performance restricted stock units and delivery of common stock on March 26, 2026 and does not represent a discretionary transaction by the reporting person. Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of performance 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 $17.8350 to $18.0350, 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. Each restricted stock unit represents the equivalent of one share of the Issuer's common stock. On March 26, 2026, the reporting person was granted 286,641 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Key Figures

Tax-related sale: 41,450 shares at $17.9121 Post-transaction holdings: 397,555.1058 shares RSU grant: 286,641 units +2 more

5 metrics

Tax-related sale 41,450 shares at $17.9121 Common stock sold on March 27, 2026 to cover tax withholding

Post-transaction holdings 397,555.1058 shares Direct common stock ownership after March 27, 2026 sale

RSU grant 286,641 units Restricted stock units granted March 26, 2026, vesting over four years

Performance share settlement 103,984 shares Common shares delivered from 2023–2025 performance restricted stock units

Tax withholding shares 6,092 shares at $18.49 Shares withheld by Macy's on March 26, 2026 to satisfy tax obligation

Key Terms

performance restricted stock units, tax withholding obligation, restricted stock unit, weighted average price, +1 more

5 terms

performance restricted stock units financial

"Settlement of performance restricted stock units granted March 31, 2023 following the 3-year (fiscal 2023 - 2025) performance period."

Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.

tax withholding obligation financial

"Withholding by Macy's, Inc. of 6,092 shares of common stock to satisfy reporting person's tax withholding obligation in connection with the vesting."

restricted stock unit financial

"Each restricted stock unit represents the equivalent of one share of the Issuer's common stock."

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

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.

dividend shares financial

"Number includes 11,932 dividend shares accrued during the performance period."

Dividend shares are additional company shares issued to shareholders as a payout instead of cash, effectively increasing the number of shares you own without a purchase. They matter to investors because they raise your ownership stake and potential future income from the stock, change how gains and income are taxed, and can signal a company’s approach to returning value — like receiving extra slices of pizza now rather than money to spend.

Form 4 Insider Transactions: What Each Field Means →

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^*

Spring Antony

(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
X	Officer (give title below)		Other (specify below)
	Chairman & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026

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
Common Stock	03/26/2026		A		103,984(1)	A	$0	445,097.1058	D
Common Stock	03/26/2026		F		6,092(2)	D	$18.49	439,005.1058	D
Common Stock	03/27/2026		S		41,450(3)	D	$17.9121(4)	397,555.1058	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(5)	03/26/2026		A		286,641		(6)	(6)	Common Stock	286,641	$0	286,641	D

Explanation of Responses:

1. Settlement of performance restricted stock units granted March 31, 2023 following the 3-year (fiscal 2023 - 2025) performance period. Number includes 11,932 dividend shares accrued during the performance period.

2. Withholding by Macy's, Inc. of 6,092 shares of common stock to satisfy reporting person's tax withholding obligation in connection with the vesting of performance restricted stock units and delivery of common stock on March 26, 2026 and does not represent a discretionary transaction by the reporting person.

3. Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of performance restricted shares and does not represent a discretionary transaction by the reporting person.

4. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.8350 to $18.0350, 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.

5. Each restricted stock unit represents the equivalent of one share of the Issuer's common stock.

6. On March 26, 2026, the reporting person was granted 286,641 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 Antony Spring pursuant to a Power of Attorney	03/30/2026
	** 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)

FAQ

What stock transactions did Macy's (M) CEO Antony Spring report?

Antony Spring reported new stock awards and tax-related share disposals. He received restricted stock units and settled performance shares, while selling and withholding shares mainly to cover tax obligations tied to vesting, rather than making purely discretionary market trades.

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

The CEO sold 41,450 Macy's common shares at a weighted average of $17.9121. The sale occurred in multiple trades within a price range of $17.8350 to $18.0350 and was specifically described as covering tax withholding obligations on vested performance shares.

What new equity awards did Macy's (M) grant to its CEO?

Macy's granted Antony Spring 286,641 restricted stock units. Each restricted stock unit equals one common share and vests in four equal installments, beginning on the first anniversary of the March 26, 2026 grant date, spreading the award over several years of continued service.

How many Macy's (M) shares does the CEO hold after these transactions?

After the reported transactions, Antony Spring directly holds about 397,555 common shares. In addition, he holds 286,641 restricted stock units that represent future delivery of an equivalent number of shares as they vest over the four-year schedule.

Were the Macy's (M) CEO’s recent share sales discretionary trades?

The filing describes the CEO’s share sales as tax-related, not discretionary. Footnotes state the 41,450 shares sold and 6,092 shares withheld were used to satisfy tax withholding obligations arising from vesting performance restricted stock units and do not represent elective market-timing decisions.