Macy's (M) CEO Antony Spring exercises RSUs, sells shares to cover taxes

Rhea-AI Filing Summary

Macy's, Inc. Chairman & CEO Antony Spring reported routine equity compensation activity. He exercised restricted stock units into 28,588 shares of common stock at a conversion price of $0.00 per share. On the following day, he sold 14,606 shares at a weighted average price of $18.0765 per share solely to cover tax withholding obligations, which the filing notes was not a discretionary transaction. After these moves, he directly holds about 437,238 shares of Macy's common stock.

Insider Trade Summary

Net Seller: 14,606 shares ($264,025)

Net Sell 3 txns

Insider Spring Antony

Role Chairman & CEO

Sold 14,606 shs ($264K)

Type	Security	Shares	Price	Value
Sale	Common Stock	14,606	$18.0765	$264K
Exercise	Restricted Stock Units	28,588	$0.00	--
Exercise	Common Stock	28,588	$0.00	--

Holdings After Transaction: Common Stock — 437,238.106 shares (Direct); Restricted Stock Units — 28,588 shares (Direct)

Footnotes (1)

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 $18.00 to $18.19, 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 3/31/2023, the reporting person was granted 114,351 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Key Figures

Shares sold: 14,606 shares Sale price: $18.0765 per share RSUs exercised: 28,588 units +2 more

5 metrics

Shares sold 14,606 shares Common stock sold on 2026-04-01 to cover tax withholding

Sale price $18.0765 per share Weighted average sale price; trades between $18.00 and $18.19

RSUs exercised 28,588 units Restricted stock units converted to common stock at $0.00

Post-transaction holdings 437,238.1058 shares Direct Macy’s common stock held after transactions

Original RSU grant 114,351 units Grant dated 3/31/2023, vesting in four equal installments

Key Terms

Restricted Stock Units, tax withholding obligations, weighted average price, derivative security, +1 more

5 terms

Restricted Stock Units financial

"On 3/31/2023, the reporting person was granted 114,351 restricted stock units vesting in four equal installments"

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

"Represents the number of 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 security financial

"transaction_code_description: Exercise or conversion of derivative security"

A derivative security is a financial contract whose value comes from the price or performance of something else, such as a stock, bond, commodity, or market index. For investors it acts like an insurance policy or a wager: it can be used to protect against losses, lock in prices, or amplify gains and losses, so it can change a portfolio’s risk and potential return without owning the underlying asset directly.

vesting financial

"restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

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)
03/31/2026

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	03/31/2026		M		28,588	A	(1)	451,844.1058	D
Common Stock	04/01/2026		S		14,606(2)	D	$18.0765(3)	437,238.1058	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	(1)	03/31/2026		M			28,588	(4)	(4)	Common Stock	28,588	$0	28,588	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 $18.00 to $18.19, 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 3/31/2023, the reporting person was granted 114,351 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	04/02/2026
	** 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 did Macy's (M) CEO Antony Spring report in this Form 4?

Antony Spring reported routine equity compensation activity, including exercising 28,588 restricted stock units into common shares and selling 14,606 shares to cover tax withholding obligations. The filing shows these transactions adjusted, but did not eliminate, his existing Macy’s share ownership.

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

Antony Spring sold 14,606 Macy’s common shares at a weighted average price of $18.0765 per share. The filing explains these shares were sold in multiple trades between $18.00 and $18.19 as part of covering tax withholding obligations tied to vesting stock.

Was Antony Spring’s Macy's (M) stock sale a discretionary open-market transaction?

The Form 4 states the 14,606 shares sold by Antony Spring were to cover tax withholding obligations upon vesting of restricted shares. It explicitly notes this was not a discretionary transaction, distinguishing it from a voluntary open-market sale motivated by investment views.

How many Macy's (M) shares does Antony Spring hold after these transactions?

Following the reported transactions, Antony Spring directly holds approximately 437,238.1058 shares of Macy’s common stock. This figure reflects the net position after exercising 28,588 restricted stock units into common shares and selling 14,606 shares to satisfy related tax obligations.

What happened to Antony Spring’s restricted stock units in Macy's (M)?

Antony Spring exercised 28,588 restricted stock units, each representing one share of Macy’s common stock, at a conversion price of $0.00 per unit. These units stem from a 114,351-unit grant dated March 31, 2023, vesting in four equal annual installments beginning on the first anniversary.