Form 4: Macy's EVP Kirgan Reports Stock Transactions

Macy's EVP, Chief HR Officer Danielle L. Kirgan reported the settlement of performance restricted stock units, tax-related share withholdings, and a sale of common stock.

Summary

• Danielle L. Kirgan, EVP, Chief HR Officer, reported the settlement of 46,789 performance restricted stock units (PRSU) on March 26, 2026, which included 5,367 dividend shares accrued during the fiscal 2023-2025 performance period.
• Macy's, Inc. withheld 2,114 shares of common stock on March 26, 2026, at a price of $18.49 per share, to satisfy Ms. Kirgan's tax withholding obligation related to the PRSU vesting.
• Ms. Kirgan sold 15,415 shares of common stock on March 27, 2026, at a weighted average price of $17.9128 per share (ranging from $17.8350 to $18.0500), to cover additional tax withholding obligations.
• A new grant of 48,674 restricted stock units (RSUs) was made to Ms. Kirgan on March 26, 2026, with vesting scheduled in four equal installments beginning on the first anniversary of the grant date.
• Following these transactions, Ms. Kirgan beneficially owns 85,913 shares of common stock and 48,674 restricted stock units.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this as a neutral event, reflecting standard executive compensation practices and tax-related transactions rather than a discretionary statement on company performance or outlook.

Positives

• The settlement of performance restricted stock units indicates the successful achievement of performance targets over the fiscal 2023-2025 period, reflecting positive executive performance.
• The grant of new restricted stock units aligns management incentives with the company's long-term strategic goals and shareholder value creation.

Negatives

• The sale of 15,415 shares and the withholding of 2,114 shares, while non-discretionary for tax obligations, reduces the executive's direct common stock ownership.

Future Outlook

The grant of 48,674 restricted stock units on March 26, 2026, with vesting in four equal installments beginning on the first anniversary of the grant date, indicates a long-term incentive structure for the EVP, Chief HR Officer.

Industry Context

StockSavvy.ai notes that executive compensation often includes performance-based equity awards and restricted stock units, which are standard practices in the retail industry to align executive interests with company performance and retention.

Comparison to Industry Standards

• Executive equity compensation, including performance-based awards and restricted stock units, is a common practice across major retail companies like Nordstrom, Kohl's, and Target, aiming to incentivize long-term performance and retention.
• The structure of the performance restricted stock units, tied to a three-year performance period (fiscal 2023-2025), is consistent with industry benchmarks for long-term incentive plans.
• The grant of new restricted stock units with a four-year vesting schedule is also a standard mechanism for executive retention and future performance alignment in the sector.

Stakeholder Impact

• Shareholders: The transactions are routine and reflect standard executive compensation, with no direct material impact on share price or company strategy.
• Employees: No direct impact.

Next Steps

• Vesting of 48,674 restricted stock units in four equal installments, beginning on March 26, 2027.

Key Dates

Recommendation

This Form 4 details routine executive compensation and tax-related stock transactions, which are not indicative of a change in the company's fundamental performance or outlook. It provides no new information that would warrant a change in investment thesis, thus a 'hold' recommendation is appropriate for existing investors.

Keywords

Macy's, M, Danielle L. Kirgan, Insider Trading, Form 4, Restricted Stock Units, Performance Shares, Executive Compensation, Stock Transactions