Form 4: Macy's Director Acquires Phantom Stock Units

Macy's Director Richard L. Markee acquired 1,353 phantom stock units, convertible to common stock, under a pre-arranged plan.

Summary

• Richard L. Markee, a Director at Macy's, Inc., acquired 1,353 phantom stock units on December 31, 2025.
• These phantom stock units are convertible on a 1-for-1 basis into Macy's Common Stock.
• The units will be settled in Common Stock upon Mr. Markee's termination from the Board of Directors.
• The average value of the stock units granted each month during the quarter for which this report is filed was $20.3298 per unit.
• The transaction was made pursuant to a Rule 10b5-1(c) plan, indicating a pre-arranged trading plan.

Sentiment

Score: 6

Explanation: Neutral to slightly positive. The acquisition of phantom stock units by a director is a routine compensation event that aligns insider interests with shareholders, but it is not a significant market-moving event on its own.

Positives

• Director Richard L. Markee acquired 1,353 phantom stock units, aligning his long-term interests with those of shareholders.
• The acquisition was part of a Rule 10b5-1(c) plan, which demonstrates a pre-scheduled, non-discretionary transaction.

Future Outlook

The phantom stock units will be settled in Common Stock upon the reporting person's termination from the Board of Directors, indicating a future conversion event.

Industry Context

This is a routine insider transaction filing (Form 4) for equity compensation, which is a common practice across publicly traded companies to align director and executive interests with shareholders. It does not provide broader industry trends or specific competitive insights.

Comparison to Industry Standards

• The grant of phantom stock units to a director as part of their compensation package is a standard practice in publicly traded companies across various industries, including retail, to incentivize long-term performance and align interests with shareholders.

Stakeholder Impact

• Shareholders: The acquisition of phantom stock units by a director aligns their interests with shareholders, potentially fostering long-term value creation.

Next Steps

• Settlement of phantom stock units into Common Stock upon Richard L. Markee's termination from the Board of Directors.

Key Dates

Recommendation

This Form 4 filing details a routine acquisition of phantom stock units by a director as part of their compensation, executed under a Rule 10b5-1 plan. While it indicates alignment of interests, it does not provide new financial performance data or strategic shifts that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as it does not present new information to alter an existing investment thesis.

Keywords

Macy's, M, Richard L. Markee, Director, Phantom Stock Units, Insider Transaction, SEC Form 4, Equity Compensation, Rule 10b5-1