Did the Macy's (M) CFO’s share sale represent a discretionary trade?

No. The filing states the 16,419 shares were sold to cover tax withholding obligations upon vesting of restricted shares. It explicitly notes this does not represent a discretionary transaction by the reporting person.

Macy's (NYSE: M) CFO covers tax obligations with restricted share sale

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Macy's, Inc. executive vice president, COO and CFO Edwards Thomas Jr. reported compensation-related stock activity. On June 23, he exercised 36,419 restricted stock units into an equal number of common shares at a conversion price of $0.00 per share.

On June 24, 16,419 of these shares were sold at a weighted average price of $24.8935 per share to cover tax withholding obligations, which the company notes was not a discretionary transaction. After these events, he directly owned 20,000 shares of common stock and 109,257 restricted stock units, each representing one share.

Insider Trade Summary

Net Seller: 16,419 shares ($408,726)

Net Sell 3 txns

Insider Edwards Thomas Jr.

Role EVP, COO & CFO

Sold 16,419 shs ($409K)

Type	Security	Shares	Price	Value
Sale	Common Stock	16,419	$24.8935	$409K
Exercise	Restricted Stock Units	36,419	$0.00	--
Exercise	Common Stock	36,419	$0.00	--

Holdings After Transaction: Common Stock — 20,000 shares (Direct, null); Restricted Stock Units — 109,257 shares (Direct, null)

Footnotes (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 $24.83 to $24.9250, 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 June 23, 2025, the reporting person was granted 145,676 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Key Figures

Shares sold for taxes: 16,419 shares Weighted average sale price: $24.8935 per share RSUs converted to shares: 36,419 units/shares +3 more

6 metrics

Shares sold for taxes 16,419 shares Common stock sold June 24, 2026 to cover tax withholding

Weighted average sale price $24.8935 per share Price for 16,419 common shares sold June 24, 2026

RSUs converted to shares 36,419 units/shares Restricted stock units exercised into common stock June 23, 2026

Common shares held after 20,000 shares Direct Macy's common stock holdings after reported transactions

RSUs held after 109,257 units Restricted stock units outstanding after June 23, 2026

Prior RSU grant 145,676 units Grant on June 23, 2025, vesting in four equal installments

Key Terms

restricted stock units, tax withholding obligations, weighted average price

3 terms

restricted stock units financial

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

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.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 06/24/2026 - 04:13 PM Accepted by SEC EDGAR 06/24/2026 - 04:12 PM

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^*

Edwards Thomas Jr.

(Last)

(First)

(Middle)

C/O MACY'S, INC.

151 WEST 34TH STREET

(Street)

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, COO & CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/23/2026		M		36,419	A	⁽¹⁾	36,419	D
Common Stock	06/24/2026		S		16,419⁽²⁾	D	$24.8935⁽³⁾	20,000	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	06/23/2026		M			36,419	⁽⁴⁾	⁽⁴⁾	Common Stock	36,419	$0	109,257	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 $24.83 to $24.9250, 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 June 23, 2025, the reporting person was granted 145,676 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 Thomas Edwards Jr. pursuant to a Power of Attorney	06/24/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Macy's (M) CFO report in this Form 4?

Macy's CFO Edwards Thomas Jr. vested 36,419 restricted stock units into common shares, then sold 16,419 shares to cover tax withholding obligations. These actions are compensation-related rather than discretionary open-market trading.

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

The CFO sold 16,419 Macy's common shares at a weighted average price of $24.8935 per share. The shares were sold specifically to satisfy tax withholding obligations tied to restricted stock vesting.

What are the Macy's (M) CFO’s holdings after these transactions?

Following the transactions, the CFO directly held 20,000 shares of Macy's common stock and 109,257 restricted stock units. Each restricted stock unit represents the equivalent of one share of the company’s common stock.

What does each Macy's (M) restricted stock unit represent for the CFO?

Each restricted stock unit represents the equivalent of one share of Macy's common stock. When units vest, they convert into common shares, which may then trigger related tax withholding transactions.

Was there a prior Macy's (M) restricted stock unit grant mentioned?

Yes. The filing notes a grant of 145,676 restricted stock units to the CFO on June 23, 2025, vesting in four equal installments beginning on the first anniversary of the grant date.