Was the Macy's (M) CEO’s share sale part of a discretionary trade?

The filing states the 27,451 shares were sold to cover tax withholding obligations upon the vesting of restricted shares. It explicitly notes this does not represent a discretionary transaction by the reporting person, framing it as a mechanistic tax-related sale.

Macy's (NYSE: M) CEO vests RSUs and sells shares for tax

Filing Impact

(Moderate)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Macy's, Inc. Chairman and CEO Antony Spring reported routine equity compensation activity involving restricted stock units and common shares. On March 28, 2026, he exercised 53,152 restricted stock units, receiving the same number of common shares at a stated price of $0.00 per share. On March 30, 2026, he sold 27,451 common shares at a weighted average price of $17.7334 per share to cover tax withholding obligations upon vesting, which the filing notes was not a discretionary transaction. After these transactions, he directly holds 423,256.1058 common shares and 106,303 restricted stock units, indicating he retains a substantial equity stake in the company.

Insider Trade Summary

Net Seller: 27,451 shares ($486,800)

Net Sell 3 txns

Insider Spring Antony

Role Chairman & CEO

Sold 27,451 shs ($487K)

Type	Security	Shares	Price	Value
Sale	Common Stock	27,451	$17.7334	$487K
Exercise	Restricted Stock Units	53,152	$0.00	--
Exercise	Common Stock	53,152	$0.00	--

Holdings After Transaction: Common Stock — 423,256.106 shares (Direct); Restricted Stock Units — 106,303 shares (Direct)

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 $17.5450 to $17.8850, 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 March 28, 2024, the reporting person was granted 212,606 restricted stock units vesting in four equal installments beginning on the first anniversary of the grant date.

Key Figures

Shares sold: 27,451 shares Sale price: $17.7334 per share RSUs exercised: 53,152 units +2 more

5 metrics

Shares sold 27,451 shares Common Stock sold at weighted average price

Sale price $17.7334 per share Weighted average price for 27,451 shares

RSUs exercised 53,152 units Restricted stock units converting to common stock

Common shares held 423,256.1058 shares Direct common stock holdings after transactions

RSUs outstanding 106,303 units Restricted stock units held after vesting event

Key Terms

Restricted Stock Units, weighted average price, tax withholding obligations

3 terms

Restricted Stock Units financial

"On March 28, 2026, he exercised 53,152 restricted stock units"

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.

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.

tax withholding obligations financial

"shares sold by the reporting person to cover tax withholding obligations upon the vesting of restricted shares"

Form 4 Insider Transactions: What Each Field Means →

03/31/2026 - 04:32 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^*

Spring Antony

(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
X	Officer (give title below)	Other (specify below)
	Chairman & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/28/2026

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	03/28/2026		M		53,152	A	$0⁽¹⁾	450,707.1058	D
Common Stock	03/30/2026		S		27,451⁽²⁾	D	$17.7334⁽³⁾	423,256.1058	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)
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⁾	03/28/2026		M			53,152	⁽⁴⁾	⁽⁴⁾	Common Stock	53,152	$0	106,303	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 $17.5450 to $17.8850, 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 March 28, 2024, the reporting person was granted 212,606 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	03/31/2026
	** 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) CEO Antony Spring report?

Antony Spring reported vesting restricted stock units and a related share sale. He received 53,152 common shares from RSU vesting and sold 27,451 shares at a weighted average price of $17.7334 per share to satisfy tax withholding obligations.

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

He sold 27,451 common shares at a weighted average price of $17.7334 per share. The filing notes these sales covered tax withholding obligations from vesting restricted shares, rather than reflecting a discretionary open-market sale decision.

How many Macy's (M) restricted stock units vested for the CEO?

53,152 restricted stock units vested for Antony Spring, each representing one share of Macy's common stock. These RSUs converted into 53,152 common shares at a stated price of $0.00 per share as part of his equity compensation package.

What are Antony Spring’s Macy's (M) holdings after these transactions?

Following the reported transactions, Antony Spring directly holds 423,256.1058 shares of Macy's common stock and 106,303 restricted stock units. This indicates he maintains a sizable ongoing equity interest in the company after covering tax obligations tied to vesting.