Form 4: Macy's Director Acquires Phantom Stock Units

Macy's Director Douglas William Sesler acquired 1,353 phantom stock units, convertible to common stock upon his board termination.

Summary

• Douglas William Sesler, a Director at Macy's, Inc., acquired 1,353 phantom stock units on December 31, 2025.
• These units are convertible on a 1-for-1 basis into Macy's Common Stock.
• The units will be settled in Common Stock upon Mr. Sesler's termination from the Board of Directors.
• The average value of the stock units granted during the quarter ending December 31, 2025, was $20.3283 per unit.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director is a routine compensation event that aligns insider interests with shareholders, generally viewed as a neutral to slightly positive signal.

Positives

• Director Douglas William Sesler increased his beneficial ownership in Macy's, Inc. through the acquisition of 1,353 phantom stock units.
• The acquisition of phantom stock units aligns the director's interests with those of shareholders, as the units convert to common stock.

Future Outlook

The phantom stock units are designed to be settled in common stock upon the reporting person's termination from the Board of Directors, indicating a long-term incentive structure.

Industry Context

This Form 4 filing represents a routine insider transaction, specifically the grant of equity compensation to a director. Such grants are a common practice across publicly traded companies to align the interests of board members with those of shareholders.

Comparison to Industry Standards

• The use of phantom stock units as a form of equity compensation for directors is a standard practice in many public companies, including those in the retail sector, to incentivize long-term performance and align director interests with shareholder value.

Related Party Transactions

• Acquisition of 1,353 phantom stock units by Director Douglas William Sesler from Macy's, Inc. as part of his compensation package.

Stakeholder Impact

• Shareholders: The transaction enhances the alignment of Director Sesler's financial interests with the long-term performance and value creation for Macy's shareholders.

Next Steps

• Settlement of the phantom stock units in Common Stock upon Douglas William Sesler's termination from the Board of Directors.

Key Dates

Recommendation

This Form 4 reports a routine grant of phantom stock units to a director as part of their compensation. While it indicates alignment of interests, it does not present new information that would significantly alter the investment thesis for Macy's, Inc., thus a 'hold' recommendation is appropriate.

Keywords

Macy's, M, Douglas William Sesler, Director, Insider Transaction, Form 4, Phantom Stock Units, Equity Compensation, Beneficial Ownership