Director at Macy's (NYSE: M) receives 1,366 phantom stock units

Q: What did Macy's (M) director Douglas Sesler report in this Form 4?

He reported receiving 1,366 Phantom Stock Units as a compensation grant. These derivative units reference Macy's common stock and increase his equity-linked exposure without involving any open-market purchase or sale of shares.

Q: How many Macy's (M) Phantom Stock Units were granted to the director?

Douglas Sesler was granted 1,366 Phantom Stock Units . Each unit is tied to one share of Macy's common stock, giving him equity-linked compensation that vests economically without immediate issuance of actual common shares.

Q: When will the Macy's (M) Phantom Stock Units be settled into shares?

The Phantom Stock Units are to be settled in Macy's common stock upon Douglas Sesler’s termination from the Board of Directors. At that point, each unit converts into one share under the disclosed 1-for-1 conversion term.

Q: Do these Macy's (M) Phantom Stock Units involve an immediate cash purchase or sale?

No, this Form 4 shows a grant/award acquisition of Phantom Stock Units, not an open-market trade. The units have a conversion price of $0.0000 and function as equity-based compensation rather than a cash share purchase or sale.

Q: How many Macy's (M) Phantom Stock Units does the director hold after this transaction?

After this transaction, Douglas Sesler holds 1,366 Phantom Stock Units . The filing shows these units on a direct ownership basis, all tied to Macy’s common stock through the stated 1-for-1 conversion feature.

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Macy's, Inc. director Douglas William Sesler received a grant of 1,366 Phantom Stock Units, each with a reference value of $20.1234. These units have a 1-for-1 conversion into common stock and will be settled in Macy's common shares when he leaves the Board of Directors. Following this compensation grant, he holds 1,366 phantom units linked to an equal number of common shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Sesler Douglas William

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-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 units granted: 1,366 units Reference value per unit: $20.1234 Units outstanding after grant: 1,366 units +2 more

5 metrics

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

Reference value per unit $20.1234 Average value of stock units granted each month during the quarter

Units outstanding after grant 1,366 units Total Phantom Stock Units held following the reported transaction

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

Conversion price $0.0000 Conversion or exercise price for Phantom Stock Units into common stock

Key Terms

Phantom Stock Units, 1-for-1 conversion, Common Stock, grant/award acquisition

4 terms

Phantom Stock Units financial

"security_title: "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: "1-for-1 conversion.""

Common Stock financial

"underlying_security_title: "Common Stock""

Common stock represents ownership shares in a company, giving investors a stake in its success and a say in important decisions through voting rights. It is the most common type of stock traded on markets and can provide income through dividends, as well as potential for value growth. For investors, holding common stock means sharing in the company’s profits and risks.

grant/award acquisition financial

"transaction_action: "grant/award acquisition""

Form 4 Insider Transactions: What Each Field Means →

04/01/2026 - 04:16 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^*

Sesler Douglas William

(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)

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)
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)

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)
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 Douglas William Sesler 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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Macy's (M) director Douglas Sesler report in this Form 4?

He reported receiving 1,366 Phantom Stock Units as a compensation grant. These derivative units reference Macy's common stock and increase his equity-linked exposure without involving any open-market purchase or sale of shares.

How many Macy's (M) Phantom Stock Units were granted to the director?

Douglas Sesler was granted 1,366 Phantom Stock Units. Each unit is tied to one share of Macy's common stock, giving him equity-linked compensation that vests economically without immediate issuance of actual common shares.

What is the value used for the Macy's (M) Phantom Stock Units grant?

The grant uses a reference value of $20.1234 per Phantom Stock Unit. This price is described as the average value of the stock units granted each month during the quarter covered by this Form 4 report.

When will the Macy's (M) Phantom Stock Units be settled into shares?

The Phantom Stock Units are to be settled in Macy's common stock upon Douglas Sesler’s termination from the Board of Directors. At that point, each unit converts into one share under the disclosed 1-for-1 conversion term.

Do these Macy's (M) Phantom Stock Units involve an immediate cash purchase or sale?

No, this Form 4 shows a grant/award acquisition of Phantom Stock Units, not an open-market trade. The units have a conversion price of $0.0000 and function as equity-based compensation rather than a cash share purchase or sale.

How many Macy's (M) Phantom Stock Units does the director hold after this transaction?

After this transaction, Douglas Sesler holds 1,366 Phantom Stock Units. The filing shows these units on a direct ownership basis, all tied to Macy’s common stock through the stated 1-for-1 conversion feature.