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  4. [Form 4] Macy's, Inc. Insider Trading Activity

Macy's, Inc. (M) HR chief reports RSU grant and tax-driven sale

Filing Impact
(Moderate)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Macy's, Inc. executive Danielle L. Kirgan, EVP and Chief HR Officer, reported a mix of stock awards and tax-related transactions. On March 26, 2026, she received 48,674 restricted stock units, each equal to one share of common stock, vesting in four equal annual installments. A prior performance award granted March 31, 2023 settled into 46,789 common shares, including 5,367 dividend shares accrued during the performance period. To cover tax obligations from the vesting, 2,114 shares were withheld by Macy's and 15,415 shares were sold at a weighted average price of $17.9128 per share, in transactions priced between $17.8350 and $18.0500. After these transactions, Kirgan directly held 85,913 common shares.

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Insider Kirgan Danielle L.
Role EVP, Chief HR Officer
Sold 15,415 shs ($276K)
Type Security Shares Price Value
Sale Common Stock 15,415 $17.9128 $276K
Grant/Award Restricted Stock Units 48,674 $0.00 --
Grant/Award Common Stock 46,789 $0.00 --
Tax Withholding Common Stock 2,114 $18.49 $39K
Holdings After Transaction: Common Stock — 85,913 shares (Direct); Restricted Stock Units — 48,674 shares (Direct)
Footnotes (1)
  1. Settlement of performance restricted stock units granted March 31, 2023 following the 3-year (fiscal 2023 - 2025) performance period. Number includes 5,367 dividend shares accrued during the performance period. Withholding by Macy's, Inc. of 2,114 shares of common stock to satisfy reporting person's tax withholding obligation in connection with the vesting of performance restricted stock units and delivery of common stock on March 26, 2026 and does not represent a discretionary transaction by the reporting person. Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of performance 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 $17.8350 to $18.0500, 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. Each restricted stock unit represents the equivalent of one share of the Issuer's common stock. On March 26, 2026, the reporting person was granted 48,674 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.
Shares sold 15,415 shares Open-market sale to cover tax obligations at weighted average $17.9128
Sale price range $17.8350–$18.0500/share Price range for 15,415 Macy's common shares sold
RSU grant size 48,674 units Restricted stock units granted March 26, 2026, vesting over four years
Performance shares settled 46,789 shares Settlement of performance RSUs from March 31, 2023 grant, incl. 5,367 dividend shares
Tax withholding shares 2,114 shares Shares withheld by Macy's to satisfy tax obligations on vesting
Post-transaction holdings 85,913 shares Macy's common shares directly held by Danielle Kirgan after transactions
Restricted Stock Units financial
"On March 26, 2026, the reporting person was granted 48,674 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.
performance restricted stock units financial
"Settlement of performance restricted stock units granted March 31, 2023 following the 3-year performance period"
Performance restricted stock units (PRSUs) are promises to deliver company shares to employees or executives only if the business meets specific performance targets and any time-based holding rules. Think of them as a bonus that converts into stock only after set goals are reached, so investors watch PRSUs for two reasons: they can dilute existing shares if paid out, and they signal how closely management’s pay is tied to company performance.
dividend shares financial
"Number includes 5,367 dividend shares accrued during the performance period"
Dividend shares are additional company shares issued to shareholders as a payout instead of cash, effectively increasing the number of shares you own without a purchase. They matter to investors because they raise your ownership stake and potential future income from the stock, change how gains and income are taxed, and can signal a company’s approach to returning value — like receiving extra slices of pizza now rather than money to spend.
tax withholding obligation financial
"shares of common stock to satisfy reporting person's tax withholding obligation in connection with the vesting"
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.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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*
Kirgan Danielle 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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, Chief HR Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
03/26/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Stock03/26/2026A46,789(1)A$0103,442D
Common Stock03/26/2026F2,114(2)D$18.49101,328D
Common Stock03/27/2026S15,415(3)D$17.9128(4)85,913D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units(5)03/26/2026A48,674 (6) (6)Common Stock48,674$048,674D
Explanation of Responses:
1. Settlement of performance restricted stock units granted March 31, 2023 following the 3-year (fiscal 2023 - 2025) performance period. Number includes 5,367 dividend shares accrued during the performance period.
2. Withholding by Macy's, Inc. of 2,114 shares of common stock to satisfy reporting person's tax withholding obligation in connection with the vesting of performance restricted stock units and delivery of common stock on March 26, 2026 and does not represent a discretionary transaction by the reporting person.
3. Represents the number of shares sold by the reporting person to cover tax withholding obligations upon the vesting of performance restricted shares and does not represent a discretionary transaction by the reporting person.
4. The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.8350 to $18.0500, 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.
5. Each restricted stock unit represents the equivalent of one share of the Issuer's common stock.
6. On March 26, 2026, the reporting person was granted 48,674 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 Danielle L. Kirgan pursuant to a Power of Attorney03/30/2026
** Signature of Reporting PersonDate
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