Macy's (NYSE: M) director receives 1,366 phantom stock units as board award

Rhea-AI Filing Summary

MARKEE RICHARD L reported acquisition or exercise transactions in this Form 4 filing.

Macy's, Inc. director Richard L. Markee received a grant of 1,366 Phantom Stock Units, each convertible 1-for-1 into Common Stock. The units are valued at an average of $20.1234 per unit and will be settled in Common Stock when he leaves the Board of Directors, bringing his total Phantom Stock Units to 1,366.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider MARKEE RICHARD L

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Phantom Stock Units	1,366	$20.1234	$27K

Holdings After Transaction: Phantom Stock Units — 1,366 shares (Direct)

Footnotes (1)

1. 1-for-1 conversion. Units are to be settled in Common Stock upon the Reporting Person's termination from the Board of Directors. 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.

Key Figures

Phantom Stock Units granted: 1,366 units Unit value: $20.1234 per unit Conversion ratio: 1-for-1 +1 more

4 metrics

Phantom Stock Units granted 1,366 units Grant on 2026-03-31 to director Markee

Unit value $20.1234 per unit Average value of stock units granted each month in the quarter

Conversion ratio 1-for-1 Each Phantom Stock Unit converts into one share of Common Stock

Total Phantom Units after grant 1,366 units Total derivative holdings following this award

Key Terms

Phantom Stock Units, 1-for-1 conversion, Board of Directors, deferred compensation

4 terms

Phantom Stock Units financial

"The reporting person received a grant of 1,366 Phantom Stock Units."

Phantom stock units are company promises that pay a cash or stock-equivalent award tied to the firm’s share price or value growth, but they do not issue actual shares. Think of them as a bonus check that moves with the stock like a mirror rather than handing over an ownership slice. Investors care because these awards can affect a company’s future cash obligations, executive incentives and reported expenses without causing share dilution.

1-for-1 conversion financial

"Footnote states a 1-for-1 conversion for the Phantom Stock Units."

Board of Directors financial

"Units are to be settled in Common Stock upon termination from the Board of Directors."

The Board of Directors is a group of people chosen by a company's owners to help make big decisions and oversee how the company is run. They act like a team of advisors or managers, making sure the company stays on track and meets its goals. Their choices can influence the company's success and how it grows.

deferred compensation financial

"The structure functions as deferred compensation tied to Macy’s Common Stock."

Deferred compensation is pay that employees or executives have earned now but will receive at a later date, such as delayed bonuses, retirement benefits, or stock grants. It matters to investors because it creates future obligations and shapes incentives—like a promise to pay later that can affect a company’s reported profits, cash needs and potential stock dilution—so it helps signal how a business manages costs and retains key people.

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^*

MARKEE RICHARD L

(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
	Officer (give title below)		Other (specify below)

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

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)	03/31/2026		A		1,366		(2)	(2)	Common Stock	1,366	$20.1234(3)	1,366	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 Richard L. Markee pursuant to a Power of Attorney	04/01/2026
	** 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) director Richard L. Markee report in this Form 4?

Richard L. Markee reported receiving 1,366 Phantom Stock Units as a grant. These units represent deferred compensation tied to Macy’s Common Stock and will be settled in shares when he leaves the Board of Directors, rather than as an immediate cash or stock transaction.

How many Macy's (M) Phantom Stock Units were granted to Richard L. Markee?

He was granted 1,366 Phantom Stock Units in this transaction. Each unit tracks the value of one share of Macy’s Common Stock and converts 1-for-1 into shares when settled, functioning as a form of deferred equity-linked compensation for his Board service.

At what value were the Macy's (M) Phantom Stock Units recorded in this grant?

The Phantom Stock Units were recorded at an average value of $20.1234 per unit. That price reflects the average value of stock units granted each month during the reported quarter, providing a standardized measure for this quarterly compensation award.

When will Richard L. Markee’s Macy's (M) Phantom Stock Units be settled?

The Phantom Stock Units will be settled in Macy’s Common Stock upon his termination from the Board of Directors. Until then, they remain as deferred units that mirror the value of the underlying stock without immediate delivery of shares.

What does a 1-for-1 conversion mean for Macy's (M) Phantom Stock Units?

A 1-for-1 conversion means each Phantom Stock Unit will convert into one share of Macy’s Common Stock at settlement. This structure directly links the director’s deferred compensation to Macy’s share price performance over time, aligning incentives with shareholders.