Preston Tracy M 4

What Happened

• Preston Tracy M, Executive VP, Chief Legal Officer & Corporate Secretary of Macy's, had 18,061 restricted stock units (RSUs) vest and convert into common shares on Feb 28, 2026. The RSU conversion shows $0 exercise price (typical for RSUs).
• To satisfy tax withholding related to the vesting/delivery, Macy's withheld 6,654 shares on March 2, 2026, at $19.78 per share, totaling $131,616. Net shares delivered to the reporting person = 11,407 shares.
• This was not an open-market sale; it was a routine vesting and company share-withholding to cover taxes rather than a discretionary sale.

Key Details

• Transaction dates: RSU conversion/vest recorded Feb 28, 2026; withholding executed Mar 2, 2026; Form 4 filed Mar 3, 2026.
• Share counts and values: 18,061 RSUs vested → 18,061 shares; 6,654 shares withheld at $19.78/share = $131,616; net received = 11,407 shares.
• Price: RSU conversion shows $0.00 exercise price (RSUs convert to shares without purchase). Withheld shares valued at $19.78 each.
• Shares owned after transaction: the filing shows the net shares received (11,407) but does not disclose total shares owned by the insider after the transaction in the provided data.
• Notable footnotes: F2 clarifies the 6,654-share withholding was done by Macy's to satisfy tax withholding and was not a discretionary sale by the reporting person. F3 notes the original grant was 36,123 RSUs granted Feb 29, 2024, vesting in two equal installments (this represents the second-year installment).

Context

• RSU vesting and share-withholding for taxes are routine compensation events and do not necessarily indicate the insider's view on the stock. This was a conversion/settlement of RSUs (derivative conversion), not a market purchase or voluntary sale.
• Because the company withheld shares to satisfy tax obligations (a net settlement), there was no open-market transaction signaling additional insider buying or selling intent.