Form 4: Macy's Director Markee Acquires Phantom Stock Units

Macy's Director Richard L. Markee acquired 1,971 phantom stock units, valued at $13.9573 each, which will convert to common stock upon his board termination.

Summary

• Richard L. Markee, a Director of Macy's, Inc. (M), acquired 1,971 phantom stock units.
• The transaction date for these units was September 30, 2025.
• Each phantom stock unit has an average value of $13.9573, representing the average value of units granted during the quarter.
• These units are convertible on a 1-for-1 basis into Macy's Common Stock.
• The settlement of these units in Common Stock will occur upon Mr. Markee's termination from the Board of Directors.
• Following this transaction, Mr. Markee beneficially owns 1,971 derivative securities (phantom stock units).

Sentiment

Score: 6

Explanation: Slightly positive. The acquisition of phantom stock units by a director indicates continued alignment of interests with shareholders and is a routine part of compensation, suggesting stability in governance. It's not a direct purchase, so the positive impact is moderate.

Positives

• Director Richard L. Markee increased his beneficial ownership in Macy's, Inc. by acquiring 1,971 phantom stock units.
• Phantom stock units align the director's interests with shareholders, as their value is tied to the company's common stock performance.

Negatives

• The acquired units are phantom stock, not direct common stock ownership, meaning they do not confer immediate voting rights or dividends until converted.
• The conversion to common stock is contingent upon the director's termination from the Board, which is a future event.

Risks

• No specific risks related to company operations or financial health are disclosed in this Form 4 filing, which primarily reports an insider transaction.

Future Outlook

The 1,971 phantom stock units will be settled in Macy's Common Stock upon Richard L. Markee's termination from the Board of Directors.

Industry Context

This filing reports a routine insider equity compensation event for a director at a major retail company. Such grants are common practice to align executive and director incentives with shareholder interests, particularly in the competitive retail sector where long-term performance is crucial.

Comparison to Industry Standards

• The grant of phantom stock units as part of director compensation is a standard practice across many publicly traded companies, including those in the retail sector like Nordstrom or Kohl's.
• The 1-for-1 conversion to common stock upon board termination is a typical structure for such long-term incentive awards, ensuring retention and alignment until the director's departure.
• The valuation method (average value during the quarter) is also a common approach for calculating the grant price of equity awards.

Related Party Transactions

• The acquisition of phantom stock units by Director Richard L. Markee from Macy's, Inc. constitutes a related party transaction, as it involves an insider receiving compensation from the company.

Stakeholder Impact

• Shareholders: Potentially positive, as the director's interests are further aligned with long-term stock performance.

Next Steps

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

Key Dates

Recommendation

This Form 4 filing reports a routine insider transaction involving the grant of phantom stock units as part of director compensation. While it indicates continued alignment of a director's interests with shareholders, it does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It is a standard compensation event and not indicative of a significant shift in the company's outlook.

Keywords

Macy's, M, Richard L. Markee, Director, Insider Transaction, Form 4, Phantom Stock Units, Equity Compensation, Beneficial Ownership, SEC Filing