UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~September 283, 2025

~~MACY~~Macy'Ss, ~~INC~~Inc.

(Exact name of Registrant as Specified in its Charter)


Delaware	1-13536	13-3324058
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

151 West 34th Street, New York, New York 10001

(Address of Principal Executive Offices)

(212) 494-1621

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


o			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.01 par value per share	M	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).


Emerging growth company			o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.			o

Item 12.~~01 Entry~~02. Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement~~Condition.

On ~~July 29~~September 3, 2025, Macy’s ~~Retail Holdings~~, ~~LLC~~Inc. (~~the~~ “~~Issuer”), a wholly owned subsidiary of~~ Macy’s,” ~~Inc.~~or (the “Company”), issued ~~$500 million in aggregate principal amount of 7.375% senior notes due 2033 (the “Notes”) in~~ a ~~private~~press ~~offering~~release atannouncing anMacy’s ~~offering~~financial ~~price~~condition, ofresults ~~100%~~ of ~~the~~operations ~~principal~~and ~~amount~~cash ~~thereof (the~~flows ~~“Notes~~as ~~Offering”). The Notes were offered to persons reasonably believed to be qualified institutional buyers in an offering exempt from registration in reliance on Rule 144A under the Securities Act~~ of ~~1933,~~and asfor ~~amended (~~the ~~“Securities~~13 ~~Act”),~~ and ~~outside~~26 ~~the~~weeks ~~United~~ended ~~States~~August 2, ~~in reliance on Regulation S under the Securities Act~~2025. The ~~Issuer~~full ~~intends~~text ~~to use the proceeds from the Notes Offering, together with cash on hand, to (i) fund its separately announced tender offer~~ of ~~certain outstanding senior notes and debentures (~~the ~~“Tender~~press ~~Offer”),~~release ~~(ii)~~is ~~redeem~~attached ~~approximately~~hereto ~~$587~~as ~~million~~Exhibit of99.1 ~~certain other outstanding senior notes~~ and ~~debentures~~is ~~and~~incorporated ~~(iii)~~herein ~~pay~~by ~~fees, premium and expenses in connection with the foregoing~~reference.

~~The~~Macy’s ~~Notes~~reports ~~were~~its ~~issued~~financial ~~pursuant~~results toin aaccordance ~~separate~~with ~~indenture (the “Indenture”), by and among the Issuer, the Company, as guarantor, and~~ U.S. ~~Bank~~generally ~~Trust~~accepted ~~Company,~~accounting ~~National~~principles ~~Association, as trustee~~(“GAAP”). The ~~Notes~~press ~~are~~release ~~senior~~referred ~~unsecured~~to ~~obligations~~above ofcontains ~~the~~non-GAAP ~~Issuer~~financial ~~and~~measures ~~are~~of ~~unconditionally~~changes ~~guaranteed~~in comparable sales on an ~~unsecured~~owned-plus-licensed-plus-marketplace basis, byearnings ~~the~~before ~~Company. The Notes bear~~ interest, ~~at a rate of 7.375% per annum. Interest on the Notes accrues from July 29~~taxes, ~~2025~~depreciation and isamortization ~~payable in arrears on February 1 and August 1 of each year~~(“EBITDA”), ~~commencing~~adjusted ~~on February 1~~EBITDA, ~~2026.~~core ~~The~~adjusted ~~Notes mature on August 1~~EBITDA, ~~2033~~adjusted ~~unless~~net ~~earlier redeemed or repurchased~~income, and ~~are~~adjusted ~~subject~~diluted toearnings ~~the~~per ~~terms and conditions set forth in the Indenture~~share. Adjusted ~~The~~EBITDA, ~~Issuer~~adjusted ~~may~~net ~~redeem~~income ~~some or all of the Notes at the redemption prices~~ and onadjusted ~~the~~diluted ~~terms~~earnings ~~specified~~per inshare ~~the~~exclude ~~Indenture.~~certain Ifitems ~~the~~that ~~Issuer~~consist ~~experiences specific kinds~~ of ~~changes in control~~impairment, ~~then~~restructuring ~~the~~and ~~Issuer~~other ~~must~~costs ~~offer~~and toloss ~~repurchase~~on ~~the~~extinguishment ~~Notes~~of ondebt. Core ~~the~~adjusted ~~terms~~EBITDA ~~set~~excludes ~~forth~~certain initems ~~the~~that ~~Indenture.~~consist ~~The~~of ~~Indenture limits~~impairment, ~~among~~restructuring and other ~~things~~costs, ~~the~~loss ~~Issuer’s~~on ~~ability~~extinguishment ~~and the ability~~ of ~~its~~debt ~~restricted~~and ~~subsidiaries~~gains toon ~~(i) grant or incur liens, (ii) enter into~~ sale ~~and~~of ~~lease-back~~real ~~transactions~~estate. ~~and~~A ~~(iii)~~section ~~engage~~has inbeen aincluded ~~merger~~at orthe ~~consolidation.~~end ~~The foregoing description~~ of the ~~Indenture~~press ~~does~~release ~~not~~that ~~purport~~contains toimportant beadditional ~~complete~~information ~~and~~regarding isthese ~~qualified~~non-GAAP infinancial ~~its~~measures ~~entirety~~including byreconciliation ~~reference~~ to the ~~Indenture,~~most ~~which~~directly iscomparable ~~attached~~GAAP ~~hereto~~financial ~~as Exhibits 4~~measure.~~1 and is incorporated herein by reference.~~

Item 29.~~03 Creation~~01. Financial ofStatements aand ~~Direct Financial Obligation~~Exhibits.

~~The information set forth in Item 1.01 is incorporated into this Item 2.03 by reference.~~(d)Exhibits

Item 8.01. Other Events.


99.1			Press Release of Macy's dated September 3 , 2025

104			Cover Page Interactive Data File (embedded within the Inline XBRL Document)

On July 28, 2025, the Company issued a press release announcing the early tender results and upsizing of the previously announced tender offer of the Issuer to repurchase up to $250 million of certain of its outstanding senior notes and debentures listed in the press release. The Issuer intends to use proceeds from the Notes Offering, together with cash on hand, to fund the Tender Offer. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

This Current Report on Form 8-K does not constitute an offer to purchase or solicitation of an offer to sell any of the notes subject to the Tender Offer.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number						Description
4.1						Indenture, dated as of July 29, 2025, by and among Macy’s Retail Holdings, LLC, as issuer, Macy’s, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, relating to Macy’s Retail Holdings, LLC’s 7.375% Senior Notes due 2033.
4.1(a)						Form of 7.375% Senior Notes due 2033 (included as Exhibit A to Exhibit 4.1).

Exhibit Number						Description
99.1						Press Release of the Company Relating to the Early Tender Results and Upsizing of the Tender Offer dated July 28, 2025.
104						Cover Page Interactive Data File (embedded within the Inline XBRL Document).

MACY'S, INC.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	MACY'S, INC.
Dated: July 29, 2025	By:	/s/ Tracy M. Preston
Dated: September 3, 2025	By:	/s/ Paul Griscom
	Name:	~~Tracy~~Paul ~~M. Preston~~Griscom
	Title:	~~Executive~~Senior Vice President, ~~Chief Legal Officer~~ and ~~Corporate Secretary~~Controller

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