Macy's insider: 1,970 phantom stock units converted to common shares

Rhea-AI Filing Summary

Douglas William Sesler, a director of Macy's, Inc. (M), acquired 1,970 shares of common stock through a 1-for-1 conversion of phantom stock units. The report shows the phantom units converted into common stock units and treated as directly held following the transaction, with an average per-unit value of $13.958. The units are designated to be settled in common stock upon the reporting person's termination from the Board.

This filing documents a routine equity-based compensation conversion for a director and does not disclose any sale or disposition of shares. The transaction increases the director's direct beneficial ownership by 1,970 shares under the issuer's equity plan terms.

Positive

• Director increased direct ownership by 1,970 common shares through conversion, aligning interests with shareholders
• Clear conversion mechanics: 1-for-1 conversion of phantom stock units and settlement in common stock upon board termination

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine director equity conversion increases direct holdings by 1,970 shares; limited near-term market impact.

The transaction represents a standard conversion of phantom stock units into common shares at an average value of $13.958 per unit. Because these units are slated to be settled in stock upon board departure, the reported change reflects compensation accounting rather than open-market purchases or sales. For most investors, this is a neutral event: it slightly increases insider alignment with shareholders but is unlikely to materially move the company’s market capitalization given the modest share amount.

Corporate Governance Expert

TL;DR: Governance-wise, converting phantom units to shares is a standard director compensation mechanic and aligns incentives.

The filing discloses the mechanics clearly: a 1-for-1 conversion of 1,970 phantom stock units into common stock, held directly, and payable upon termination from the Board. This structure is commonly used to align directors with long-term shareholder interests while preserving cash. There is no indication of accelerated vesting, related-party transactions, or unusual settlement terms disclosed in the filing.

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).

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)
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		1,970		(2)	(2)	Common Stock	1,970	$13.958(3)	1,970	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 Douglas William Sesler 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 Macy's (M) Form 4 filed for Douglas William Sesler report?

The Form 4 reports a 1-for-1 conversion of 1,970 phantom stock units into 1,970 shares of Macy's common stock, held directly.

How many shares did the director acquire and at what value per unit?

The director acquired 1,970 shares with an average per-unit value reported as $13.958.

Are the converted shares immediately transferable or when are they settled?

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

Does this Form 4 show any sales or dispositions by the director?

No. The Form 4 documents an acquisition via conversion and shows no reported dispositions or open-market trades.

Does this transaction indicate material governance or related-party issues?

The filing presents this as standard compensation conversion with no unusual terms or related-party transactions disclosed.