UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

________________________________

FORM 10-Q

________________________________


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~November~~May 12, ~~2025~~2026.


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 1-13536

________________________________

Macy's, Inc.

(Exact name of registrant as specified in its charter)

________________________________


Delaware			13-3324058
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

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

(Address of Principal Executive Offices, including Zip Code)

(212) 494-1621

(Registrant's telephone number, including area code)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer

Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

Emerging Growth Company

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class						Outstanding at ~~November~~May 2930, ~~2025~~2026
Common Stock, $.01 par value per share						~~265~~263,~~883~~037,~~109~~954 shares

Table of Contents

TABLE OF CONTENTS

		Page
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements (unaudited)	3
	Consolidated Statements of Income	3
	Consolidated Statements of Comprehensive Income	4
	Consolidated Balance Sheets	5
	Consolidated Statements of Changes in Shareholders' Equity	6
	Consolidated Statements of Cash Flows	8
	Notes to Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1916
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3123
Item 4.	Controls and Procedures	3124
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	3225
Item 1A.	Risk Factors	3225
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3225
Item 5.	Other Information	3225
Item 6.	Exhibits	3427
SIGNATURES		3528

Table of Contents

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

MACY’S, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(millions, except per share figures)

	13 Weeks Ended				~~39 Weeks Ended~~
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
	May 2, 2026		May 3, 2025
Net sales	$	4,~~713~~682	$	4,~~742~~599	$	~~14,125~~	$	~~14,525~~
Other revenue	~~200~~210		~~161~~194		~~580~~		~~474~~
Total revenue	4,~~913~~892		4,~~903~~793		~~14,705~~		~~14,999~~
Cost of sales	(2,~~855~~860)		(2,~~864~~795)		~~(8,550)~~		~~(8,749)~~
Selling, general and administrative expenses	(21,~~024~~952)		(21,~~064~~913)		~~(5,881)~~		~~(5,948)~~
Gains on sale of real estate	1215		6616		44		~~103~~
Impairment, restructuring and other (costs) benefits	(4)		23		(33)		5
Impairment, restructuring and other benefits (costs)	17		(7)
Operating income	42112		6494		~~285~~		~~410~~
Benefit plan income, net	46		4		12		12
Interest expense, net	(25)		(3227)		~~(77)~~		~~(94)~~
Loss on extinguishment of debt	~~(16)~~—		(13)		~~(33)~~		~~(1)~~
Income before income taxes	593		3568		~~187~~		~~327~~
Federal, state and local income tax benefit (expense)	6		(7)		(52)		(87)
Federal, state and local income tax expense	(30)		(30)
Net income	$	1163	$	2838	$	~~135~~	$	~~240~~
Basic earnings per share	$	0.0424	$	0.1014	$	~~0.50~~	$	~~0.86~~
Diluted earnings per share	$	0.0423	$	0.1013	$	~~0.48~~	$	~~0.85~~

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Contents

MACY’S, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(millions)

	13 Weeks Ended				~~39 Weeks Ended~~
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
	May 2, 2026		May 3, 2025
Net income	$	1163	$	2838	$	~~135~~	$	~~240~~
Reclassifications to net income:
Amortization of net actuarial loss and prior service credit on post employment and postretirement benefit plans included in net income, before tax	12		—1		2		—
Tax effect related to items of other comprehensive income	—(1)		—(1)		~~(1)~~		—
Total other comprehensive income, net of tax effect	1		—		1		—
Comprehensive income	$	1264	$	2838	$	~~136~~	$	~~240~~

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Contents

MACY’S, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(millions)

	November 1, 2025		February 1, 2025		November 2, 2024
	May 2, 2026		January 31, 2026		May 3, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	~~447~~1,294	$	1,~~306~~246	$	~~315~~932
Receivables	~~187~~302		~~303~~628		~~224~~241
Merchandise inventories	64,~~298~~833		4,~~468~~412		64,~~257~~663
Prepaid expenses and other current assets	~~433~~467		~~385~~387		~~416~~445
Income taxes receivable	20—		17—		3410
Total Current Assets	76,~~385~~896		6,~~479~~673		76,~~246~~291
Property and Equipment - net of accumulated depreciationand amortization of $4,520, $4,177 and $4,608	4,837		5,070		5,161
Property and Equipment - net of accumulated depreciationand amortization of $4,378, $4,255 and $4,292	4,636		4,743		4,964
Right of Use Assets	2,~~216~~087		2,~~243~~136		2,~~322~~226
Goodwill	828		828		828
Other Intangible Assets – net	~~421~~419		~~425~~420		~~426~~424
Other Assets	1,~~377~~440		1,~~357~~438		1,~~310~~356
Total Assets	$	1716,~~064~~306	$	16,~~402~~238	$	1716,~~293~~089
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	—	$	6—	$	926
Merchandise accounts payable	32,~~436~~366		1,~~893~~807		32,~~344~~133
Accounts payable and accrued liabilities	2,~~452~~238		2,~~625~~615		2,~~337~~221
Total Current Liabilities	5,888		4,524		5,773
Income taxes payable	70		71		27
Long-Term Debt	2,432		2,773		2,773
Total Current Liabilities	4,674		4,493		4,387
Long-Term Lease Liabilities	2,811		2,927		2,961
Long-Term Debt	2,432		2,432		2,774
Deferred Income Taxes	727		724		712
Long-Term Lease Liabilities	2,677		2,772		2,884
Other Liabilities	878		902		927
Deferred Income Taxes	828		805		721
Shareholders' Equity	4,328		4,552		4,147
Other Liabilities	858		876		872
Total Liabilities and Shareholders’ Equity	$	17,064	$	16,402	$	17,293
Shareholders' Equity	4,837		4,860		4,451
Total Liabilities and Shareholders’ Equity	$	16,306	$	16,238	$	16,089

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Contents

MACY’S, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(millions)

	CommonStock		AdditionalPaid-InCapital		AccumulatedEquity		TreasuryStock		AccumulatedOtherComprehensiveLoss		TotalShareholders'Equity
Balance at February 1, 2025	$	3	$	300	$	6,499	$	(1,801)	$	(449)	$	4,552
Balance at January 31, 2026	$	3	$	269	$	6,941	$	(1,961)	$	(392)	$	4,860
Net income					3863						3863
Common stock dividends($0.1824 per share)			1		(52)						(51)
Stock repurchases							(101)				(101)
Stock-based compensation expense			13								13
Stock issued under stock plans			(79)				79				—
Balance at May 3, 2025	$	3	$	235	$	6,485	$	(1,823)	$	(449)	$	4,451
Net income					87						87
Common stock dividends ($0.1824 per share)			1		(51)						(50)
Stock repurchases							(52)				(52)
Stock-based compensation expense			15								15
Stock issued under stock plans			(4)				4				—
Balance at August 2, 2025	$	3	$	247	$	6,521	$	(1,871)	$	(449)	$	4,451
Net income					11						11
Other comprehensive income									1		1
Common stock dividends ($0.3648 per share)					(99)						(99)
Common stock dividends($0.1915 per share)			2		(52)						(50)
Stock repurchases							(51)				(51)
Stock-based compensation expense			1514								1514
Stock issued under stock plans			(298)				298				—
Balance at November 1, 2025	$	3	$	260	$	6,433	$	(1,920)	$	(448)	$	4,328
Balance at May 2, 2026	$	3	$	187	$	6,952	$	(1,914)	$	(391)	$	4,837

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Contents

MACY’S, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY - (Continued)

(Unaudited)

(millions)

	CommonStock		AdditionalPaid-InCapital		AccumulatedEquity		TreasuryStock		AccumulatedOtherComprehensiveLoss		TotalShareholders'Equity
Balance at February 3, 2024	$	3	$	352	$	6,088	$	(1,912)	$	(496)	$	4,035
Balance at February 1, 2025	$	3	$	300	$	6,499	$	(1,801)	$	(449)	$	4,552
Net income					6238						6238
Common stock dividends($0.1737 per share)					(48)						(48)
Common stock dividends($0.1824 per share)			1		(52)						(51)
Stock repurchases							(101)				(101)
Stock-based compensation expense			13								13
Stock issued under stock plans			(7179)				7079				~~(1)~~—
Cumulative-effect adjustment (a)					23						23
Balance at May 3, 2025	$	3	$	235	$	6,485	$	(1,823)	$	(449)	$	4,451
Balance at May 4, 2024	$	3	$	294	$	6,125	$	(1,842)	$	(496)	$	4,084
Net Income					150						150
Common stock dividends($0.1737 per share)			1		(49)						(48)
Stock-based compensation expense			15								15
Stock issued under stock plans			(33)				33				—
Balance at August 3, 2024	$	3	$	277	$	6,226	$	(1,809)	$	(496)	$	4,201
Net income					28						28
Common stock dividends($0.3474 per share)			1		(97)						(96)
Stock-based compensation expense			14								14
Stock issued under stock plans			(3)				3				—
Balance at November 2, 2024	$	3	$	289	$	6,157	$	(1,806)	$	(496)	$	4,147

(a) Represents the cumulative-effect adjustment for the change in inventory valuation method.

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Contents

MACY’S, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(millions)

	39 Weeks Ended
	13 Weeks Ended
	November 1, 2025		November 2, 2024
	May 2, 2026		May 3, 2025
Cash flows from operating activities:
Net income	$	~~135~~63	$	~~240~~38
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment, restructuring and other costs (benefits)	33		(5)
Impairment, restructuring and other (benefits) costs	(17)		7
Depreciation and amortization	~~672~~210		~~657~~219
Stock-based compensation expense	4314		4213
Gains on sale of real estate	(4415)		(~~103~~16)
Benefit plans	2		1
Amortization of financing costs and premium on acquired debt	71		92
Deferred income taxes	322		(482)
Changes in assets and liabilities:
Decrease in receivables	~~116~~316		6862
Increase in merchandise inventories	(~~1,832~~421)		(~~1,840~~198)
Increase in prepaid expenses and other current assets	(5984)		(1968)
Increase in merchandise accounts payable	~~1,475~~534		~~1,327~~242
Decrease in accounts payable and accrued liabilities	(~~193~~297)		(~~206~~344)
Decrease in current income taxes	(4)		(71)
Increase in current income taxes	3		25
Change in other assets and liabilities	(~~107~~39)		(8245)
Net cash provided (used) by operating activities	~~247~~292		(3064)
Cash flows from investing activities:
Purchase of property and equipment	(~~272~~88)		(~~399~~100)
Capitalized software	(~~253~~89)		(~~250~~77)
Proceeds from disposition of assets, net	9525		~~187~~38
Other, net	53		76
Net cash used by investing activities	(~~425~~149)		(~~455~~133)
Cash flows from financing activities:
Debt issued	500		176
Debt issuance costs	—		(6)
Debt issuance costs	(13)		(1)
Debt repaid	(1)		(1)
Debt repaid	(846)		(313)
Dividends paid	(50)		(51)
Debt repurchase premium and expenses	(27)		1
Increase (decrease) in outstanding checks	7		(23)
Dividends paid	(149)		(144)
Acquisition of treasury stock	(51)		(97)
Increase in outstanding checks	52		47
Net cash used by financing activities	(95)		(178)
Acquisition of treasury stock	(200)		—
Net increase (decrease) in cash, cash equivalents and restricted cash	48		(375)
Net cash used by financing activities	(683)		(234)
Cash, cash equivalents and restricted cash beginning of period	1,249		1,310
Net decrease in cash, cash equivalents and restricted cash	(861)		(719)
Cash, cash equivalents and restricted cash end of period	$	1,297	$	935
Cash, cash equivalents and restricted cash beginning of period	1,310		1,037
Cash, cash equivalents and restricted cash end of period	$	449	$	318
Supplemental cash flow information:
Interest paid	$	~~176~~49	$	~~137~~56
Interest received	3417		3016
Income taxes paid, net of refunds received	545		~~207~~7
Restricted cash, end of period	23		3

The accompanying notes are an integral part of these Consolidated Financial Statements.

Table of Contents

MACY’S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

1. Organization and Summary of Significant Accounting Policies

Nature of Operations

Macy's, Inc., together with its subsidiaries (the "Company"), is an omni-channel retail organization operating stores, websites and mobile applications under three nameplates (Macy's, Bloomingdale's and Bluemercury) that sell a wide range of merchandise, including apparel and accessories (men's, women's and kids'), cosmetics, home furnishings and other consumer goods. The Company has stores in 43 states, the District of Columbia, Puerto Rico and Guam. As of ~~November~~May 12, ~~2025~~2026, the Company's operations and operating segments were conducted through Macy's, Macy's Backstage, Macy's small format, Bloomingdale's, Bloomingdale's The Outlet, Bloomie's, and Bluemercury, which are aggregated into one reporting segment. The metrics used by management to assess the performance of the Company's operating divisions include sales trends, gross margin rates, expense rates and rates of earnings before interest and taxes ("EBIT") and EBITDA. The Company's operating divisions have historically had similar economic characteristics and are expected to have similar economic characteristics and long-term financial performance in future periods.

Bloomingdale's in Dubai, United Arab Emirates and Al Zahra, Kuwait are operated under a license agreement with Al Tayer Insignia, a company of Al Tayer Group, LLC.

A description of the Company's significant accounting policies is included in the Company's Annual Report on Form 10-K for the fiscal year ended ~~February~~January 131, ~~2025~~2026 (the "~~2024~~2025 10-K"). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the ~~2024~~2025 10-K.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Such estimates and assumptions are subject to inherent uncertainties which may result in actual amounts differing from reported amounts.

The Consolidated Financial Statements for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, in the opinion of management, include all adjustments (consisting only of normal recurring adjustments) considered necessary to present fairly, in all material respects, the consolidated financial position and results of operations of the Company.

Seasonality

Because of the seasonal nature of the retail business, the results of operations for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 (which do not include the holiday season) are not necessarily indicative of such results for the full fiscal year.

Merchandise Inventories

On February 4, 2024, the Company changed its inventory valuation method. Previously, inventories were principally valued at lower of cost or market using the last-in, first-out ("LIFO") retail inventory method ("RIM"). Commencing in fiscal 2024, inventories are valued at the lower of cost or market using the LIFO cost method and as such are not directly comparable to the prior year. The LIFO cost method is preferable as compared to LIFO RIM because it improves the cost accuracy and transparency of inventory at the unit level and better allows the organization to evaluate selling margin realized on each sale. Additionally, it is consistent with the practices of many other retailers, improving comparability. Reported results for periods prior to fiscal 2024 have not been restated due to impracticability as the Company’s systems did not capture historical period-specific information necessary to value the inventory under the cost method. The impact of the change in accounting method had an immaterial effect on the Consolidated Financial Statements as of February 4, 2024.

Under the LIFO cost method, the item-cost method is used to determine inventory cost before the application of any LIFO adjustment, as necessary. This method involves assigning costs to each item individually based on the actual purchase costs of that item. The Company continuously monitors whether the carrying cost of inventory exceeds its market value. Excess inventories may be disposed of through the normal course of business. The Company writes down the carrying value of inventories that are not expected to be sold at or above cost based on historical results.

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Comprehensive Income

Total comprehensive income represents the change in equity during a period from sources other than transactions with shareholders and, as such, includes net income. For the Company, the only other components of total comprehensive income for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025 relate to post employment and postretirement plan items. Settlement charges incurred are included as a separate component of income before income taxes in the Consolidated Statements of Income. Amortization reclassifications out of accumulated other comprehensive income ~~(loss)~~ are included in the computation of net periodic benefit cost ~~(income)~~ and are included in benefit plan income, net on the Consolidated Statements of Income. See Note 5, "Retirement Plans," for further information.

Income Taxes

On July 4, 2025, the United States enacted the One Big Beautiful Bill Act (the “OBBBA”). Included in this legislation are provisions that allow for the option to claim 100% accelerated depreciation deductions on qualified property, with retroactive application beginning January 20, 2025, and immediate expensing of domestic research and development costs, with retroactive application beginning January 1, 2025. The Company does not expect the provisions of the OBBBA to have a material impact to its estimated fiscal 2025 effective tax rate and expects the provisions to ultimately decrease its fiscal 2025 cash tax payments.

Recent Accounting Pronouncements

In ~~December~~November ~~2023~~2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") ~~2023~~2024-0903, "Income ~~Taxes~~Statement—Reporting ~~(Topic~~Comprehensive ~~740): Improvements to~~ Income—Expense ~~Tax~~Disaggregation Disclosures (Subtopic 220-40)" ("ASU ~~2023~~2024-0903"). The amendments in this update enhance ~~the transparency and decision usefulness of income tax~~ disclosures, ~~primarily~~about ~~through~~a ~~improvements~~public tobusiness ~~the~~entity’s ~~rate~~expenses ~~reconciliation~~ and ~~income~~provide ~~taxes~~more ~~paid~~detailed information, ~~specifically~~about ~~requiring~~the ~~(1)~~types ~~consistent~~of ~~categories~~expenses ~~and~~included ~~greater~~in ~~disaggregation~~certain ofexpense ~~information~~captions in the ~~rate~~consolidated ~~reconciliation,~~financial ~~and (2) income taxes paid disaggregation by jurisdiction~~statements. ~~These amendments allow investors to better assess how an entity's operations and tax related risks and planning affects its income tax rate and prospects for future cash flows.~~ ASU ~~2023~~2024-0903 is effective for the Company beginning in the fiscal year ending January 3129, ~~2026~~2028. The Company is currently evaluating the impacts of the adoption of ASU ~~2023~~2024-0903 on the Consolidated Financial Statements.

In November 2024, the FASB issued ASU 2024-03, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)" ("ASU 2024-03"). The amendments in this update enhance disclosures about a public business entity’s expenses and provide more detailed information about the types of expenses included in certain expense captions in the consolidated financial statements. ASU 2024-03 is effective for the Company beginning in the fiscal year ending January 29, 2028. The Company is currently evaluating the impacts of the adoption of ASU 2024-03 on the Consolidated Financial Statements.9

In July 2025, the FASB issued ASU 2025-05, "Financial Instruments—Credit Losses (Topic 326): Measurements of Credit Losses for Accounts Receivable and Contract Assets" ("ASU 2025-05"). The amendments in this update provide a practical expedient related to the estimation of expected credit losses for current accounts receivable and current contract assets that arise from transactions accounted for under FASB Accounting Standards Codification 606. Under ASU 2025-05, an entity is required to disclose whether it has elected to use the practical expedient. An entity that makes the accounting policy election is required to disclose the date through which subsequent cash collections are evaluated. ASU 2025-05 is effective for the Company beginning in the fiscal year ending January 30, 2027. The Company is currently evaluating the impacts of the adoption of ASU 2025-05 on the Consolidated Financial Statements.

In September 2025, the FASB issued ASU 2025-06, "Intangibles—Goodwill and Other—Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software" ("ASU 2025-06"). The update amends certain aspects of the accounting and disclosure of software costs under Accounting Standards Codification ("ASC") 350-40, "Internal-Use Software" ("ASC 350-40"). The amendments also supersede the guidance on web site development costs in ASC 350-50 and relocate that guidance, along with recognition requirements for development costs specific to web sites, to ASC 350-40. ASU 2025-06 is effective for the Company beginning in the fiscal year ending January 29, 2028. The Company is currently evaluating the impacts of the adoption of ASU 2025-06 on the Consolidated Financial Statements.

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2. Earnings Per Share

The following table sets forth the computation of basic and diluted earnings per share:

	13 Weeks Ended
	November 1, 2025					November 2, 2024
	May 2, 2026					May 3, 2025
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and averagenumber of shares outstanding	$	1163			~~266~~263.87	$	2838			~~277~~276.47
Shares to be issued underdeferred compensation and other plans					0.97					1.0.9
	$	1163			~~267~~264.74	$	2838			~~278~~277.46
Basic earnings per share			$	0.0424				$	0.1014
Effect of dilutive securities:
Restricted stock units					68.93					3.1
	$	1163			~~274~~272.67	$	2838			~~281~~280.57
Diluted earnings per share			$	0.0423				$	0.1013
	39 Weeks Ended
	November 1, 2025					November 2, 2024
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and averagenumber of shares outstanding	$	135			271.5	$	240			276.5
Shares to be issued under deferred compensation and other plans					0.9					0.9
	$	135			272.4	$	240			277.4
Basic earnings per share			$	0.50				$	0.86
Effect of dilutive securities:
Restricted stock units					4.7					3.9
	$	135			277.1	$	240			281.3
Diluted earnings per share			$	0.48				$	0.85

In addition to the restricted stock units reflected in the foregoing table, stock options to purchase 53.97 million and 75.9 million shares of common stock and restricted stock units relating to 03.42 million and 05.27 million shares of common stock were outstanding at ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, respectively, but were not included in the computation of diluted earnings per share because their inclusion would have been antidilutive or they were subject to performance conditions that had not been met.

1110

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

3. Revenue

Net sales, which mainly ~~consist~~consists of retail sales but also ~~include~~includes merchandise returns, gift cards and loyalty programs, represented 96% of total revenue for both the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~97% of total revenue for both the 13 and 39 weeks ended November~~May 23, ~~2024~~2025, respectively. Other revenue generating activities consist of credit card revenues and Macy's Media Network revenue.

13 Weeks Ended

~~39 Weeks Ended~~

Revenues

~~November~~May 12, ~~2025~~2026

~~November~~May 23, ~~2024~~2025

~~November 1, 2025~~

~~November 2, 2024~~

(millions)

Women's Accessories, Shoes, Cosmetics and Fragrances

1,~~948~~986

1,~~971~~943

~~5,845~~

~~6,031~~

Women's Apparel

1,~~104~~142

1,~~077~~097

~~3,295~~

~~3,342~~

Men's and Kids'

~~1,023~~965

~~1,034~~951

~~3,002~~

~~3,071~~

Home/Other (a)

~~638~~589

~~660~~608

~~1,983~~

~~2,081~~

Total Net Sales

4,~~713~~682

4,~~742~~599

~~14,125~~

~~14,525~~

Credit card revenues, net

~~158~~172

~~120~~154

~~464~~

~~362~~

Macy's Media Network revenue, net (b)

4238

4140

~~116~~

~~112~~

Other Revenue

~~200~~210

~~161~~194

~~580~~

~~474~~

Total Revenue

4,~~913~~892

4,~~903~~793

~~14,705~~

~~14,999~~

(a)Other primarily includes restaurant sales, allowance for merchandise returns adjustments and breakage income from unredeemed gift cards.

(b)Macy's Media Network is an in-house media platform supporting both Macy's and Bloomingdale's customers through a broad variety of advertising formats running both on owned and operated platforms as well as offsite.

Macy's accounted for 82% and 83% of the Company's net sales for ~~both~~ the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025,~~2026 and ~~84% of the Company's net sales for both the 13 and 39 weeks ended November~~May 23, ~~2024~~2025, respectively. In addition, digital sales accounted for 3234% and 33% of the Company's net sales for ~~both~~ the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~30% of the Company's net sales for both the 13 and 39 weeks ended November~~May 23, ~~2024~~2025, respectively.

Retail Sales

Retail sales include merchandise sales, inclusive of delivery income, licensed department income, Marketplace income, sales of private brand goods directly to third party retailers and sales of excess inventory to third parties. Sales of merchandise are recorded at point of sale for in-store purchases or at the time of shipment to the customer for digital purchases and are reported net of estimated merchandise returns and certain customer incentives. Commissions earned on sales generated by licensed departments ~~and Marketplace~~ are included as a component of total net sales and are recognized as revenue at the time merchandise is sold to customers. Service revenues (e.g., alteration and cosmetic services) are recorded at the time the customer receives the benefit of the service. The Company has elected to present sales taxes on a net basis and, as such, sales taxes are included in accounts payable and accrued liabilities until remitted to the taxing authorities.

Merchandise Returns

The Company estimates merchandise returns using historical data and recognizes an allowance that reduces net sales and cost of sales. The liability for merchandise returns is included in accounts payable and accrued liabilities on the Company's Consolidated Balance Sheets and was $~~176~~178 million, $~~114~~128 million and $~~174~~182 million as of ~~November~~May 12, ~~2025~~2026, ~~February~~January 131, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, respectively. Included in prepaid expenses and other current assets is an asset totaling $105 million, $7281 million and $~~103~~109 million as of ~~November~~May 12, ~~2025~~2026, ~~February~~January 131, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, respectively, for the recoverable cost of merchandise estimated to be returned by customers.

1211

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

Gift Cards and Customer Loyalty Programs

The Company only offers no-fee, non-expiring gift cards to its customers. At the time gift cards are sold or issued, no revenue is recognized; rather, the Company records an accrued liability to customers. The liability is relieved, and revenue is recognized, equal to the amount redeemed for merchandise. The Company records revenue from unredeemed gift cards (breakage) in net sales on a pro-rata basis over the time period gift cards are actually redeemed. At least three years of historical data, updated annually, is used to determine actual redemption patterns.

The Company maintains customer loyalty programs in which customers earn points based on their purchases. Under the Macy's Star Rewards loyalty program, points are earned based on customers' spending on Macy's private label and co-branded credit cards as well as non-proprietary cards and other forms of tender. The Company's Bloomingdale's Loyallist and Bluemercury BlueRewards programs provide tender neutral points-based programs to their customers. The Company recognizes the estimated net amount of the rewards that will be earned and redeemed as a reduction to net sales at the time of the initial transaction and as tender when the points are subsequently redeemed by a customer.

The liability for unredeemed gift cards and customer loyalty programs is included in accounts payable and accrued liabilities on the Company's Consolidated Balance Sheets and was $312 million, $~~353~~349 million and $~~331~~320 million as of ~~November~~May 12, ~~2025~~2026, ~~February~~January 131, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, respectively.

Credit Card Revenues

In 2005, in connection with the sale of most of the Company's credit card accounts and related receivable balances to Citibank, the Company and Citibank entered into a long-term marketing and servicing alliance pursuant to the terms of a Credit Card Program Agreement ("Credit Card Program"). ~~Subsequent~~On ~~to this initial arrangement and associated amendments, on~~ December 13, 2021, the Company entered into the sixth amendment to ~~the~~its amended and restated Credit Card Program with Citibank (the "Program Agreement")., ~~The~~which ~~changes~~did tonot ~~the~~materially ~~Credit~~change ~~Card~~the Program's financial structure ~~are not materially different from its previous terms~~. As part of the Program Agreement, the Company receives payments for providing a combination of interrelated services and intellectual property to Citibank in support of the underlying Credit Card Program. Revenue based on the spending activity of the underlying accounts is recognized as the respective card purchases occur and the Company's profit share is recognized based on the performance of the underlying portfolio. Revenue associated with the establishment of new credit accounts and assisting in the receipt of payments for existing accounts is recognized as such activities occur. Credit card revenues include finance charges, late fees and other revenue generated by the Company’s Credit Card Program, net of fraud losses and expenses associated with establishing new accounts, credit card funding costs and bad debt reserves and are a component of other revenue on the consolidated statements of income.

The Program Agreement expires on March 31, 2030, subject to an additional renewal term of three years. The Program Agreement provides for, among other things, (i) the ownership by Citibank of the accounts purchased by Citibank, (ii) the ownership by Citibank of new accounts opened by the Company’s customers, (iii) the provision of credit by Citibank to the holders of the credit cards associated with the foregoing accounts, (iv) the servicing of the foregoing accounts, and (v) the allocation between Citibank and the Company of the economic benefits and burdens associated with the foregoing and other aspects of the alliance. Pursuant to the Program Agreement, the Company continues to provide certain servicing functions related to the accounts and related receivables owned by Citibank and receives compensation from Citibank for these services. The amounts earned under the Program Agreement related to the servicing functions are deemed adequate compensation and, accordingly, no servicing asset or liability has been recorded on the Consolidated Balance Sheets.

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

4. Financing Activities

The ~~following~~Company ~~table~~did ~~details~~not ~~the~~borrow ~~Company's~~or repay any debt, ~~repayments~~outside of capital lease activity, during both the 3913 weeks ended ~~November 1~~May 2, ~~2025~~2026 and ~~November 2~~May 3, ~~2024:~~2025.

	39 Weeks Ended
	November 1, 2025		November 2, 2024
	(millions)
Short-term debt
Revolving credit agreement	$	—	90
7.60% Debentures due 2025	6		—
	6		90
Long-term debt
6.79% Senior debentures due 2027	27		10
7.00% Senior debentures due 2028	94		10
6.70% Senior debentures due 2028	28		1
6.70% Senior exchanged debentures due 2028	54		19
6.90% Senior debentures due 2029	72		7
8.75% Senior exchanged debentures due 2029	13		—
5.875% Senior notes due 2029	326		174
5.875% Senior notes due 2030	224		—
	838		221
Total debt repayments	$	844	$	311

ABL Credit Facility

On April 9, 2025, ~~Debt~~Macy’s ~~Financing~~Inventory ~~Activities~~Funding LLC (the “ABL Borrower”), an indirect subsidiary of the Company, and Macy’s Inventory Holdings LLC (the “ABL Parent”), a direct subsidiary of the Company and the direct parent of the ABL Borrower, entered into an amendment (the “Amendment”) to the credit agreement governing the existing $3,000 million asset-based credit facility (the “Existing ABL Credit Facility”), which was set to expire in March 2027. The Amendment reduced the asset-based credit facility to $2,100 million (the “Amended & Extended ABL Credit Facility”) and extended the maturity date to April 2030. The Amendment therefore provides the Company with access to $2,100 million of committed liquidity for the next five years. The ABL Borrower may request increases in the size of the Amended & Extended ABL Credit Facility up to an additional aggregate principal amount of $1,750 million. The Amended & Extended ABL Credit Facility replaces the Existing ABL Credit Facility, with similar collateral support, but reduced commercial letter of credit fees and unused facility fees.

On July 29, 2025, Macy’s Retail Holdings, LLC (“MRH”), a wholly owned subsidiary of Macy’s, Inc., completed an offering of $500 million in aggregate principal amount of 7.375% senior notes due 2033 (the “2033 Notes”) in a private offering (the “Notes Offering”). The 2033 Notes mature on August 1, 2033. The 2033 Notes are senior unsecured obligations of MRH and are unconditionally guaranteed on a senior unsecured basis by Macy’s, Inc. MRH used the net proceeds from the Notes Offering, together with cash on hand, to (i) fund a tender offer for certain outstanding senior notes and debentures, (ii) redeem approximately $587 million of certain other outstanding senior notes and debentures, and (iii) pay fees, premiums and expenses in connection with the Notes Offering, tender offer and redemption. 12

On July 29, 2025, the Company completed a tender offer in which $251 million aggregate principal amount of certain senior notes and debentures were tendered for early settlement and purchased by MRH for a total cash cost of $255 million.

On July 29, 2025, the Company redeemed $393 million aggregate principal amount of certain senior notes and debentures due in 2028 and 2029. In addition, on August 28, 2025, the Company redeemed $194 million aggregate principal amount of senior debentures due in 2028 and 2029. The Company redeemed a total of $587 million of senior notes and debentures in connection with the transactions.

The Company recognized a $33 million loss related to the extinguishment of debt on the Consolidated Statements of Income during 2025 as a result of the transactions above.

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

2024 Debt Financing Activities

On September 18, 2024, MRH completed a tender offer in which $221 million aggregate principal amount of certain senior notes and debentures were tendered for early settlement and purchased by MRH. The total cash cost for the tender offer was $225 million and was funded using cash on hand. The Company recognized $1 million of losses on early retirement of debt on the Consolidated Statements of Income during the third quarter of 2024.

ABL Credit Facility

On April 9, 2025, Macy’s Inventory Funding LLC (the “ABL Borrower”), an indirect subsidiary of the Company, and Macy’s Inventory Holdings LLC (the “ABL Parent”), a direct subsidiary of the Company and the direct parent of the ABL Borrower, entered into an amendment (the “Amendment”) to the credit agreement governing the existing $3,000 million asset-based credit facility (the “Existing ABL Credit Facility”), which was set to expire in March 2027. The Amendment reduced the asset-based credit facility to $2,100 million (the “Amended & Extended ABL Credit Facility”) and extended the maturity date to April 2030. The Amendment therefore provides the Company with access to $2,100 million of committed liquidity for the next five years. The ABL Borrower may request increases in the size of the Amended & Extended ABL Credit Facility up to an additional aggregate principal amount of $1,750 million. The Amended & Extended ABL Credit Facility replaces the Existing ABL Credit Facility, with similar collateral support, but reduced commercial letter of credit fees and unused facility fees.

The Amended & Extended ABL Credit Facility is secured on a first priority basis (subject to customary exceptions) by (i) all assets of the ABL Borrower including all such inventory and the proceeds thereof and (ii) the equity of the ABL Borrower. The ABL Parent guarantees the ABL Borrower’s obligations under the Amended & Extended ABL Credit Facility.

The Amended & Extended ABL Credit Facility contains customary borrowing conditions including a borrowing base equal to the sum of (i) 90% of the net orderly liquidation percentage of eligible inventory, minus (ii) customary reserves. Amounts borrowed under the Amended & Extended ABL Credit Facility are subject to interest at a rate per annum equal to, at the ABL Borrower’s option, either (i) adjusted SOFR (calculated to include a 0.10% credit adjustment spread) plus a margin of 1.25% to 1.50% or (ii) a base rate plus a margin of 0.25% to 0.50%, in each case depending on revolving line utilization. The Amended & Extended ABL Credit Facility also contains customary covenants that provide for, among other things, limitations on indebtedness, liens, fundamental changes, restricted payments, and prepayment of certain indebtedness as well as customary representations and warranties and events of default typical for credit facilities of this type.

The Amended & Extended ABL Credit Facility also requires Macy’s, Inc. and its restricted subsidiaries to maintain a fixed charge coverage ratio of at least 1.00 to 1.00 as of the end of any fiscal quarter if Availability plus Suppressed Availability (each as defined in the Amended & Extended ABL Credit Facility) is less than the greater of (a) 10% of the Loan Cap (as defined in the Amended & Extended ABL Credit Facility) and (b) $175 million, in each case, as of the end of such fiscal quarter.

As of ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, the Company had $~~143~~142 million and $144 million of standby letters of credit outstanding under the ABL Credit Facility, respectively, which reduced the available borrowing capacity to $1,~~957~~958 million and $21,~~856~~956 million, respectively. The Company had no outstanding borrowings under the ABL Credit Facility as of ~~November~~May 12, ~~2025,~~2026 and ~~$86 million outstanding as of November~~May 23, ~~2024~~2025.

Other Financing Activities

During the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026, the Company repurchased approximately 2.86 million ~~and 15.4 million~~ shares of its common stock pursuant to its existing stock purchase authorization for a total of approximately $50 million ~~and $201 million, respectively~~. During the 13 ~~and 39~~ weeks ended ~~November~~May 23, ~~2024~~2025, the Company ~~did~~repurchased ~~not~~8.7 ~~repurchase~~million shares of its common stock pursuant to its existing stock purchase authorization for a total of approximately $101 million. As of ~~November~~May 12, ~~2025~~2026, the Company had $1.21 billion of authorization remaining under its share repurchase program. The Company may continue or, from time to time, suspend repurchases of shares under its share repurchase program, depending on prevailing market conditions, alternate uses of capital and other factors.

5. Retirement Plans

The Company has defined contribution plans that cover substantially all employees who work 1,000 hours or more in a year. In addition, the Company has a funded defined benefit plan ("Pension Plan") and an unfunded defined benefit supplementary retirement plan ("SERP"), which provides benefits, for certain employees, in excess of qualified plan limitations. Effective January 1, 2012, the Pension Plan was closed to new participants, with limited exceptions, and effective January 2, 2012, the SERP was closed to new participants.

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

In February 2013, the Company announced changes to the Pension Plan and SERP whereby eligible employees no longer earn future pension service credits after December 31, 2013, with limited exceptions. All retirement benefits attributable to service in subsequent periods are provided through defined contribution plans.

In addition, certain retired employees currently are provided with specified health care and life insurance benefits ("Postretirement Obligations"). Eligibility requirements for such benefits vary, but generally state that benefits are available to eligible employees who were hired prior to a certain date and retire after a certain age with specified years of service. Certain employees are subject to having such benefits modified or terminated.

~~The defined contribution plan expense and actuarially determined components of the net periodic benefit cost (income) associated with the defined benefit plans are as follows:~~13

	13 Weeks Ended				39 Weeks Ended
	November 1, 2025		November 2, 2024		November 1, 2025		November 2, 2024
	(millions)
401(k) Qualified Defined Contribution Plan	$	22	$	22	$	67	$	68
Pension Plan
Interest cost	$	17	$	18	$	51	$	54
Expected return on assets	(28)		(28)		(83)		(86)
Recognition of net actuarial loss	1		—		3		2
	$	(10)	$	(10)	$	(29)	$	(30)
Supplementary Retirement Plan
Interest cost	$	6	$	5	$	16	$	16
Recognition of net actuarial loss	1		2		4		5
	$	7	$	7	$	20	$	21
Total Retirement Expense	$	19	$	19	$	58	$	59
Postretirement Obligations
Interest cost	$	—	$	1	$	2	$	3
Recognition of net actuarial gain	(1)		(2)		(4)		(5)
Amortization of prior service credit	—		—		(1)		(1)
	$	(1)	$	(1)	$	(3)	$	(3)

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The defined contribution plan expense and actuarially determined components of the net periodic benefit cost (income) associated with the defined benefit plans are as follows:


	13 Weeks Ended
	May 2, 2026		May 3, 2025
	(millions)
401(k) Qualified Defined Contribution Plan	$	22	$	23
Pension Plan

Interest cost	$	14	$	17
Expected return on assets	(27)		(28)
Recognition of net actuarial loss	2		1
	$	(11)	$	(10)
Supplementary Retirement Plan
Interest cost	$	5	$	5
Recognition of net actuarial loss	1		2
	$	6	$	7

Total Retirement Expense	$	17	$	20

Postretirement Obligations
Interest cost	$	—	$	1
Recognition of net actuarial gain	(1)		(2)

	$	(1)	$	(1)

6. Fair Value Measurements

The Company's financial assets are required to be measured at fair value on a recurring basis, by level within the hierarchy as defined by applicable accounting standards.

Level 1: Quoted prices in active markets for identical assets

Level 2: Significant observable inputs for the assets

Level 3: Significant unobservable inputs for the assets

The following table shows the estimated fair value of the Company's marketable equity and debt securities:

			Fair Value Measurements
	Total		Level 1		Level 2		Level 3
	(millions)
November 1, 2025	$	41	$	41	$	—	$	—
May 2, 2026	$	41	$	41	$	—	$	—
February 1, 2025	43		43		—		—
January 31, 2026	42		42		—		—
November 2, 2024	41		41		—		—
May 3, 2025	36		36		—		—

Other financial instruments not measured at fair value on a recurring basis include cash and cash equivalents, receivables, certain short-term investments and other assets, short-term debt, merchandise accounts payable, accounts payable and accrued liabilities and long-term debt. With the exception of long-term debt, the carrying amount of these financial instruments approximates fair value because of the short maturity of these instruments. The fair values of long-term debt, excluding capitalized leases, are generally estimated based on quoted market prices for identical or similar instruments, and are classified as Level 2 measurements within the hierarchy as defined by applicable accounting standards.

~~The following table shows the estimated fair value of the Company's long-term debt, including the current portion of long-term debt:~~14

	Notional Amount		Carrying Amount		Fair Value
	(millions)
November 1, 2025	$	2,441	$	2,432	$	2,286
February 1, 2025	2,785		2,779		2,467
November 2, 2024	2,785		2,779		2,492

7. Supplier Finance Programs

The Company has agreements with third-party financial institutions to facilitate supply chain finance ("SCF") programs. The programs allow qualifying suppliers to sell their receivables, on an invoice level at the selection of the supplier, from the Company to the financial institution and negotiate their outstanding receivable arrangements and associated fees directly with the financial institution. Macy's, Inc. is not party to the agreements between the supplier and the financial institution. The supplier invoices that have been confirmed as valid under the SCF programs require payment in full by the financial institution to the supplier by the original maturity date of the invoice, or discounted payment at an earlier date as agreed upon with the supplier. The Company's obligations to its suppliers, including amounts due and scheduled payment terms, are not impacted by a supplier’s participation in the SCF programs.

All outstanding amounts related to suppliers participating in the SCF programs are recorded within merchandise accounts payable in the Consolidated Balance Sheets and associated payments are included in operating activities in the Consolidated Statements of Cash Flows. The Company's outstanding obligations as of November 1, 2025, February 1, 2025 and November 2, 2024 were $102 million, $116 million and $162 million, respectively.

8. Segments

Macy's, Inc., together with its subsidiaries, is an omni-channel retail organization operating stores, websites and mobile applications under three brands (Macy's, Bloomingdale's and Bluemercury) that sell a wide range of merchandise, including apparel and accessories (men's, women's and kids'), cosmetics, home furnishings and other consumer goods. As of November 1, 2025, the Company's operations and operating segments were conducted through Macy's, Macy's Backstage, Macy's small format, Bloomingdale's, Bloomingdale's The Outlet, Bloomie's, and Bluemercury.

Table of Contents

MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

The following table shows the estimated fair value of the Company's long-term debt, including the current portion of long-term debt:


	Notional Amount		Carrying Amount		Fair Value
	(millions)
May 2, 2026	$	2,441	$	2,432	$	2,247
January 31, 2026	2,441		2,432		2,307
May 3, 2025	2,785		2,780		2,348

7. Supplier Finance Programs

All outstanding amounts related to suppliers participating in the SCF programs are recorded within merchandise accounts payable in the Consolidated Balance Sheets and associated payments are included in operating activities in the Consolidated Statements of Cash Flows. The Company's outstanding obligations as of May 2, 2026, January 31, 2026 and May 3, 2025 were $74 million, $79 million and $114 million, respectively.

8. Segments

Macy's, Inc., together with its subsidiaries, is an omni-channel retail organization operating stores, websites and mobile applications under three nameplates (Macy's, Bloomingdale's and Bluemercury) that sell a wide range of merchandise, including apparel and accessories (men's, women's and kids'), cosmetics, home furnishings and other consumer goods. As of May 2, 2026, the Company's operations and operating segments were conducted through Macy's, Macy's Backstage, Macy's small format, Bloomingdale's, Bloomingdale's The Outlet, Bloomie's and Bluemercury.

All operating segments engage in similar business activities, operate in similar economic environments and have materially similar key economic metrics, among other similarities. As such, the Company aggregates all operations into a single reporting segment under the aggregation criteria.

The Company's Chief Executive Officer, Tony Spring, is its Chief Operating Decision Maker ("CODM") and reviews segment performance to make resource allocation decisions and to guide strategic decisions based on net income, which is reported on the Consolidated Statements of Income. The components of segment net income that the CODM considers are consistent with the components of net income as reported on the Consolidated Statements of Income with the additional disaggregation of depreciation and amortization from selling, general and administrative expenses. Depreciation and amortization expense represented $~~235~~210 million and $~~228~~219 million ~~and $672 million and $657 million~~ of the total selling, general and administrative expenses for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026 and ~~November~~May 23, ~~2024~~2025, respectively. The CODM does not review assets when evaluating the segment results, therefore, such information is not presented.

1815

Table of Contents

MACY'S, INC.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

For purposes of the following discussion, all references to "~~third~~first quarter of ~~2025~~2026" and "~~third~~first quarter of ~~2024~~2025" are to the Company's 13-week fiscal periods ended ~~November~~May ~~1, 2025 and November~~ 2, ~~2024,~~2026 ~~respectively. References to "2025"~~ and ~~"2024" are to the Company's 39-week fiscal periods ended November~~May 13, 2025 ~~and November 2~~, ~~2024,~~ respectively.

The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in the ~~2024~~2025 10-K. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could materially differ from those discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed below and elsewhere in this report (particularly in "Risk Factors" and in "Forward-Looking Statements") and in the ~~2024~~2025 10-K (particularly in "Risk Factors" and in "Forward-Looking Statements"). This discussion includes Non-GAAP financial measures. For information about these measures, see the disclosure under the caption "Important Information Regarding Non-GAAP Financial Measures".

On February 18, 2026, the Company announced an update to its non-GAAP financial disclosures. These changes do not impact its historical or future GAAP metrics and disclosures. The updated disclosures, which encompass comparable sales, owned-plus-licensed-plus-marketplace ("OLM") dollar sales, revenues and non-GAAP earnings metrics, are intended to both simplify disclosures and provide increased clarity on the key metrics that support our growth profile and go-forward operating performance. Beginning this quarter, adjusted earnings metrics reflect our new non-GAAP metrics.

Quarterly Overview and Company Strategy

The Company is in its ~~second~~third year of the execution of its ~~strategy, A~~ Bold New Chapter strategy, which firmly places energy and focus on the needs of our ~~customer~~customers and is centered on an enhanced omni-channel shopping experience across all three of our nameplates. This strategy prioritizes improving the shopping environment and elevating the customer experience, while closing underproductive Macy's stores to focus resources and investments on its go-forward enterprise. During the ~~third~~first quarter of ~~2025~~2026, the Company ~~continued~~delivered toenterprise-wide ~~make~~growth, ~~progress~~better-than onexpected performance across all key metrics, and our highest comparable sales in four years with all nameplates and channels positive. The Company's results reflect the ~~three~~progress ~~pillars~~it ~~within~~is making on each pillar of the Bold New Chapter strategy, with key highlights as follows:

•.Strengthen and Reimagine the Macy's nameplate

◦Reimagine ~~125~~200 Locations: In ~~early~~the ~~February~~first ~~2025~~quarter of 2026, we ~~overlaid~~expanded ~~successful~~learnings ~~initiatives from the First 50 locations~~ to an additional 75 ~~stores~~locations for a total of ~~125~~200 reimagined Macy's locations. The investments in the additional 75 stores have continued emphasis on customer experience, and build on learnings from the first ~~year~~two years of our Bold New Chapter strategy. The Reimagine ~~125~~200 locations continued to outperform the rest of the Macy's fleet in the ~~third~~first quarter of ~~2025~~2026. ~~These~~We believe these locations are now better organized, easier to shop and have a more compelling visual presentation. Within each category we are driving higher interest and engagement through increased differentiation. We are carving out floor space to leverage new trends while maintaining a presence in existing categories and brands.

◦Revitalize assortment: Our assortment matrix evolution continues to gain traction as we elevate our product curation to deliver a more compelling mix of newness and fashion. Our merchants continue to be focused on clarity of offering, enhanced variety and reduced redundancies. ~~Our~~During ~~strong~~the ~~balance~~first ~~sheet,~~quarter ~~large~~of ~~addressable market~~2026, ~~and loyal customer base are attractive differentiators to brands and partners. Recently,~~ we introduced ~~Rodd & Gunn~~Rothy's, ~~Reiss~~Donna ~~and~~Karan ~~Prada~~Weekend ~~Beauty,~~ and ~~expanded~~Ted ~~Barbour,~~Baker ~~Mackenzie Childs and MFK~~Men's. ~~Our~~In ~~off-price concept~~addition, ~~Backstage,~~we ~~and~~expanded ~~Macy's~~Abercrombie ~~Marketplace~~kids ~~remained~~offerings ~~strong.~~to ~~Backstage~~infants and ~~Marketplace~~toddlers, ~~fill white space in our assortments~~ and ~~help~~further usexpanded ~~maintain~~store ~~loyal~~distribution ~~customers~~of ~~seeking~~Reiss, ~~more~~Free ~~price~~People, Theory and ~~brand~~Rodd ~~variety.~~& Gunn.

◦Customer Experience: Macy's delivered its highest ~~third~~first quarter net promoter score on record. During the quarter, we introduced Ask Macy's, our new AI-powered conversational shopping assistant shaped by data and insights from thousands of colleagues. It serves as a starting point for discovery across channels and initial results indicate that customers engaging with Ask Macy's have higher conversion rates.

•.Accelerate luxury growth

◦Bloomingdale's: Bloomingdale's achieved its highest ~~owned-plus-licensed-plus-marketplace~~first ~~("O+L+M")~~quarter ~~comparable~~ sales ~~growth~~ in ~~13 quarters and sequential improvement in~~ its ~~net~~154-year ~~promoter score~~history. From a category perspective, ready-to-wear, men's apparel, fine jewelry, shoes and tabletop were standout contributors to this performance. WeBloomingdale's ~~introduced~~provides aits ~~number~~customers ofwith ~~designer~~a ~~brands~~compelling inand ~~the~~distinct ~~third~~experience ~~quarter,~~through ~~including~~matrix ~~Totême~~elevation, ~~TWP,~~new ~~Zimmermann~~brand additions, ~~Victoria~~and ~~Beckham~~a vibrant shopping experience, ~~Christian~~including ~~Louboutin~~collaborations, activations and ~~Roger~~personalized ~~Vivier~~customer service. ~~Bloomingdale's~~In isthe ~~known~~first ~~for~~quarter ~~its~~of ~~special~~2026, ~~capsules~~we ~~and~~introduced ~~exclusive~~a ~~partnerships,~~number ~~which~~of ~~build~~designer ~~brand~~brands ~~excitement~~, ~~and~~including ~~support~~Chloe ~~increased~~ready-to-wear, ~~visits~~Isabel toMarant, ~~our~~Phoebe ~~stores~~Philo, ~~and~~Parke ~~online~~Denim, Heirlome and ~~serves~~Khaite asShoes. aWe ~~house~~also expanded the reach of ~~discovery~~our Very Important Client program, ~~providing~~which ancater ~~experience~~to ~~that~~our ishighest ~~vibrant~~spenders, ~~inviting~~and hosted our newest campaign, ~~original~~California ~~and~~Love, ~~anchored~~which onfeatured ~~exceptional~~California ~~customer~~inspired ~~service~~events, animation and brand exclusives.

◦Bluemercury: Bluemercury achieved another quarter of comparable sales growth. Results continued to be driven by makeup, dermatological skincare and ~~expanded~~fragrances ~~brand~~including ~~partnerships~~Byredo ~~including~~and Parfums de Marly, ~~Byredo~~as well as Dr. Diamond's Metacine and ~~Sisley-Paris~~Skinceuticals. New and remodeled stores continued to outperform the remainder of the locations.

~~•.Simplify and modernize end-to-end operations~~16

◦Efforts to drive meaningful change for our customers, and operational and financial performance, continue to progress. We opened our new state-of-the-art fulfillment and store replenishment center, China Grove, which incorporates automation, robotics and artificial intelligence into our delivery ecosystem. The facility helps modernize and strengthen our supply chain and provides us the opportunity to increase accuracy and timeliness of deliveries and further reduce our delivery costs. Our end-to-end work gives us the ability to invest in our growth ambitions, while simplifying our business model.

Table of Contents

MACY'S, INC.

~~Comparable~~•.Simplify ~~sales~~and ~~highlights~~modernize ~~for the third quarter of 2025 versus the third quarter of 2024 related~~ end-to-end ~~components of A Bold New Chapter strategy are as follows:~~ operations

~~•Macy~~◦The scope of the pillar has expanded this year to incorporate optimizing and scaling enterprise-wide organizational excellence, which we believe more accurately reflects the Company's, ~~Inc~~organizational model and innovation capabilities. ~~comparable~~This ~~sales~~pillar ~~were~~supports uprevenue 2growth and customer experience enhancements to drive efficiencies.5% onThe anCompany ~~owned~~has ~~basis~~been testing, refining and upimplementing ~~3.2%~~initiatives, onincluding anArtificial ~~O+L+M~~Intelligence ~~basis.~~("AI"), and we believe there are meaningful opportunities to better serve our customers and support our colleagues.

~~◦Macy's,~~Comparable ~~Inc.~~sales1 ~~go-forward~~highlights ~~business~~for ~~comparable~~the ~~sales,~~first ~~inclusive~~quarter of ~~go-forward~~2026 ~~locations~~versus ~~and~~the ~~digital~~first ~~across~~quarter ~~nameplates,~~of ~~were~~2025 uprelated ~~2.7%~~to oncomponents anof ~~owned~~the ~~basis~~Bold ~~and~~New upChapter ~~3.4%~~strategy onare anas ~~O+L+M~~follows: ~~basis.~~

•~~The Company~~Macy's, ~~nameplate~~Inc. ~~highlights~~comparable ~~include:~~sales increased 3.0%.

◦•Macy's, ~~comparable sales were up 1~~Inc.4% ~~on an owned basis and were up 2.0% on an O+L+M basis. Macy's~~ go-forward business ~~comparable sales~~, inclusive of ~~Macy’s~~ go-forward locations and digital, ~~were~~across upnameplates, ~~1.7%~~total onrevenue anwas ~~owned~~$4,776 ~~basis~~million and upcomparable 2.sales increased 3.1%. onThe anCompany's ~~O+L+M~~nameplate ~~basis.~~highlights include:

~~•Reimagine 125 locations comparable sales, included within~~ ◦Macy's ~~go-forward business~~ comparable sales, ~~were~~increased ~~up 2~~1.36% ~~on an owned basis and up 2~~.7% ~~on an owned plus licensed basis.~~

~~◦Bloomingdale's~~•Reimagine 200 locations comparable sales, ~~increased~~included ~~8.8%~~within onMacy's ango-forward ~~owned~~business ~~basis~~comparable ~~and~~sales, increased 92.04% ~~on an owned-plus-licensed-plus-marketplace basis~~.

◦~~Bluemercury~~Bloomingdale's comparable sales increased 110.12% ~~on an owned basis~~.

20◦Bluemercury comparable sales increased 6.4%.

1 Comparable sales refers to owned-plus-licensed-plus-marketplace sales. All reported nameplate comparable sales results are on a go-forward basis.

Table of Contents

MACY'S, INC.

Results of Operations

Comparison of the ~~Third~~First Quarter of ~~2025~~2026 and the ~~Third~~First Quarter of ~~2024~~2025

	Third Quarter of 2025							Third Quarter of 2024
	First Quarter of 2026							First Quarter of 2025
	Amount			% to Net Sales		% to Total Revenue		Amount			% to Net Sales		% to Total Revenue
	(dollars in millions, except per share figures)
Net sales	$	4,~~713~~682						$	4,~~742~~599
Other revenue	~~200~~210			4.25	%			~~161~~194			3.4.2	%
Total revenue	4,~~913~~892							4,~~903~~793
Cost of sales	(2,~~855~~860)			(6061.61)	%			(2,~~864~~795)			(60.48)	%
Selling, general and administrative expenses	(21,~~024~~952)					(4139.29)	%	(21,~~064~~913)					(4239.19)	%
Gains on sale of real estate	1215					0.23	%	6616					10.3	%
Impairment, restructuring and other (costs) benefits	(4)					(0.1)	%	23					0.5	%
Impairment, restructuring and other benefits (costs)	17					0.3	%	(7)					(0.1)	%
Operating income	$	42112				02.93	%	$	6494				12.30	%
Net income	$	1163						$	2838
Diluted earnings per share	$	0.0423						$	0.1013
Supplemental Financial Measures
Gross margin	$	1,~~858~~822		3938.49	%			$	1,~~878~~804		39.62	%
Increase (decrease) in comparable sales on an owned basis	2.5		%					(2.4)		%
Digital sales as a percentage of net sales	34		%					33		%
Supplemental Non-GAAP Financial Measures
Increase (decrease) in comparable sales on an O+L+M basis	3.2		%					(1.3)		%
Adjusted net income	$	35						$	31
Adjusted diluted earnings per share	$	0.0913						$	0.0411
Adjusted EBITDA	$	285						$	273
Adjusted EBIT	$	80						$	85
Core adjusted EBITDA	$	273						$	207
Adjusted EBITDA	$	290						$	304

See pages 2722 to 3023 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.

	Third Quarter of 2025			Third Quarter of 2024
	First Quarter of 2026			First Quarter of 2025
Net sales	$	4,~~713~~682		$	4,~~742~~599
Increase (decrease) in comparable sales on an owned basis	2.5		%	(2.4)		%
Change in comparable sales	3.0		%	(1.2)		%
Increase (decrease) in comparable sales on an O+L+M basis	3.2		%	(1.3)		%
Digital sales as a percent of net sales	34		%	33		%

Net sales for the ~~third~~first quarter of ~~2025~~2026 ~~decreased~~increased $2983 million, or 01.68%, compared to the ~~third~~first quarter of ~~2024~~2025. ~~The~~Excluding ~~decline~~the ~~was~~$40 ~~due~~million toimpact ~~the closing~~ of 64the 14 non-go-forward locations ~~last~~that ~~year,~~closed ~~which~~at ~~contributed to approximately $160 million of~~ the ~~decline~~end ~~in net sales. Excluding the impact~~ of ~~these~~fiscal ~~store closures~~2025, net sales grew 2.97%,. ~~which~~The increase in net sales was driven by sales growth at all three nameplates. At Macy's, sequential improvement across all lines of business was realized in the ~~third~~first quarter of ~~2025~~2026, with ~~fine jewelry and~~ watches, ~~handbags~~petites, ~~men's~~dresses, career, ~~and~~kids, ~~ready-to wear~~handbags, fragrances and shoes outperforming the total Macy's comparable store sales, while ~~active~~big-ticket home, especially furniture, and plus size categories were softer compared to the ~~third~~first quarter of ~~2024~~2025.

2118

Table of Contents

MACY'S, INC.

	Third Quarter of 2025				Third Quarter of 2024
	First Quarter of 2026				First Quarter of 2025
	$		% to Net Sales		$		% to Net Sales
Credit card revenues, net	$	~~158~~172	3.47	%	$	~~120~~154	23.53	%
Macy's Media Network, net	4238		0.98	%	4140		0.9	%
Other revenue	$	~~200~~210	4.25	%	$	~~161~~194	3.4.2	%

The increase in other revenues compared to the ~~third~~first quarter of ~~2024~~2025 was due to a $3818 million increase in credit card revenues which continued to be driven by a strong credit portfolio and ~~active~~prudent management of net credit ~~loss~~losses. Macy's Media Network revenues were ~~roughly~~5.0% ~~flat~~below to the ~~third~~first quarter of ~~2024~~2025, reflecting a shift in timing of advertising spend on a year-over-year basis.

	Third Quarter of 2025				Third Quarter of 2024
	First Quarter of 2026				First Quarter of 2025
	$		% to Net Sales		$		% to Net Sales
Cost of sales	$	(2,~~855~~860)	6061.61	%	$	(2,~~864~~795)	60.48	%
Gross margin	$	1,~~858~~822	3938.49	%	$	1,~~878~~804	39.62	%

Gross margin rate declined 2030 basis points in the ~~third~~first quarter of ~~2025~~2026 compared to the ~~third~~first quarter of ~~2024.~~2025 ~~This~~due ~~decline~~to ~~was driven by~~ an ~~approximate~~approximately 5030 basis point tariff impact,. ~~offset~~Excluding bythe tariff ~~mitigation~~impact, ~~efforts~~the ~~and~~gross ~~increases~~margin inrate ~~traffic~~would ~~and~~have ~~AUR~~been ~~related~~approximately toflat ~~favorable inventory mix shift and positive customer response~~ to ~~newness~~the infirst ~~inventory~~quarter ~~classifications.~~of 2025.

	Third Quarter of 2025			Third Quarter of 2024
	First Quarter of 2026			First Quarter of 2025
SG&A expenses	$	(21,~~024~~952)		$	(21,~~064~~913)
As a percent to total revenue	4139.29		%	4239.19		%

Selling, general and administrative ("SG&A") expenses ~~decreased~~increased $4039 million, or 12.90%, in the ~~third~~first quarter of ~~2025~~2026 compared to the ~~third~~first quarter of ~~2024~~2025. During the ~~third~~first quarter of ~~2025~~2026, the Company continued to invest in its go-forward business, including Reimagine ~~125~~200 locations and Bloomingdale's. These investments were partially offset by ~~the net impact of the benefit from closed Macy's locations and~~ ongoing cost containment efforts. SG&A expenses as a percent to total revenue ~~decreased 90 basis points~~ in the ~~third~~first quarter of ~~2025,~~2026 ~~which~~were ~~was~~flat ~~primarily due to revenue growth and increased expense control~~ compared to the ~~third~~first quarter of ~~2024~~2025.

	Third Quarter of 2025		Third Quarter of 2024
	First Quarter of 2026		First Quarter of 2025
Gains on sale of real estate	$	1215	$	6616

Asset sale gains in both the ~~third~~first quarter of ~~2025~~2026 and ~~the~~2025 ~~third quarter of 2024~~ primarily reflect the monetization of ~~non-go-forward~~ store locations.

	Third Quarter of 2025		Third Quarter of 2024
	First Quarter of 2026		First Quarter of 2025
Net interest expense	$	(25)	$	(32)
Impairment, restructuring and other benefits (costs)	$	17	$	(7)

The ~~decrease~~$17 inmillion ~~net~~of ~~interest expense~~impairment, ~~excluding~~restructuring ~~loss~~and onother ~~extinguishment~~benefits ofrecognized ~~debt,~~ in the ~~third~~first quarter of ~~2025~~2026 ~~compared~~primarily relate to the ~~third~~benefit ~~quarter~~recognized offrom ~~2024~~lease ~~was~~modifications.The ~~primarily~~$7 ~~driven~~million byof aimpairment, ~~decrease~~restructuring inand ~~interest~~other ~~expense~~costs asrecognized ain ~~result of~~ the ~~debt~~first ~~transactions~~quarter ~~that~~of ~~occurred~~2025 inprimarily ~~fiscal~~relate ~~2024~~to ~~and~~store inclosure ~~the second quarter of 2025~~costs.

	Third Quarter of 2025			Third Quarter of 2024
	First Quarter of 2026			First Quarter of 2025
Effective tax rate	(120.0)		%	20.0		%
Net interest expense	$	(25)		$	(27)
Federal income statutory rate	21		%	21		%

The ~~income~~decrease ~~tax~~in ~~benefit~~net ofinterest ~~$6 million~~expense, orexcluding ~~120.0%~~loss ofon ~~pretax~~extinguishment ~~income, for the third quarter~~ of ~~2025 and expense of $7 million~~debt, orin ~~20.0% of pretax income, for~~ the ~~third~~first quarter of ~~2024,~~2026 ~~reflect a different effective tax rate as~~ compared to the ~~Company’s~~first ~~federal income tax statutory rate of 21%. The income tax effective rates for the third~~ quarter of 2025 ~~and~~was ~~the third quarter of 2024 were impacted~~ primarily driven by ~~the~~a ~~recognition~~decrease ofin ~~return-to-provision~~interest ~~adjustments~~expense ~~associated~~as ~~with~~a ~~the~~result ~~filings~~ of the ~~Company's~~debt ~~2024~~transactions ~~and~~that ~~2023~~were ~~U.S.~~executed ~~federal~~in ~~income tax returns during each respective period, as well as~~ the ~~effect~~second quarter of ~~state and local taxes~~2025.

2219

Table of Contents

MACY'S, INC.

Comparison of the 39 Weeks Ended November 1, 2025 and November 2, 2024


	First Quarter of 2026		First Quarter of 2025
Effective tax rate	32.3	%	44.1	%
Federal income statutory rate	21	%	21	%

	39 Weeks Ended November 1, 2025							39 Weeks Ended November 2, 2024
	Amount			% to Net Sales		% to Total Revenue		Amount			% to Net Sales		% to Total Revenue
	(dollars in millions, except per share figures)
Net sales	$	14,125						$	14,525
Other revenue	580			4.1	%			474			3.3	%
Total revenue	14,705							14,999
Cost of sales	(8,550)			(60.5)	%			(8,749)			(60.2)	%
Selling, general and administrative expenses	(5,881)					(40.0)	%	(5,948)					(39.7)	%
Gains on sale of real estate	44					0.3	%	103					0.7	%
Impairment, restructuring and other (costs) benefits	(33)					(0.2)	%	5					—	%
Operating income	$	285				1.9	%	$	410				2.7	%
Net income	$	135						$	240
Diluted earnings per share	$	0.48						$	0.85
Supplemental Financial Measures
Gross margin	$	5,575		39.5	%			$	5,776		39.8	%
Increase (decrease) in comparable sales on an owned basis	0.4		%					(2.5)		%
Supplemental Non-GAAP Financial Measures
Increase (decrease) in comparable sales on an O+L+M basis	1.3		%					(1.6)		%
Adjusted diluted earnings per share	$	0.66						$	0.84
Adjusted EBITDA	$	1,002						$	1,074
Core adjusted EBITDA	$	958						$	971

The income tax expense of $30 million, or 32.3% of pretax income, for the first quarter of 2026 and expense of $30 million, or 44.1% of pretax income, for the first quarter of 2025, reflect a different effective tax rate as compared to the Company’s federal income tax statutory rate of 21%. The income tax effective rates for both the first quarter of 2026 and 2025 were impacted primarily by the impact of state and local taxes and the tax impact related to the vesting and cancellation of certain stock-based compensation awards.

See pages 27 to 30 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.

	2025			2024
Net sales	$	14,125		$	14,525
Increase (decrease) in comparable sales on an owned basis	0.4		%	(2.5)		%
Increase (decrease) in comparable sales on an O+L+M basis	1.3		%	(1.6)		%

Net sales for 2025 decreased $400 million, or 2.8%, compared to 2024. The decline was mainly due to the closing of 64 non-go-forward locations last year, which contributed to approximately $490 million of the decline in net sales. Excluding the impact of these store closures, net sales increased 0.6%, driven by growth in Macy's Reimagine 125 locations and at Bloomingdale’s and Bluemercury.

Table of Contents

MACY'S, INC.

	2025				2024
	$		% to Net Sales		$		% to Net Sales
Credit card revenues, net	$	464	3.3	%	$	362	2.5	%
Macy's Media Network, net	116		0.8	%	112		0.8	%
Other revenue	$	580	4.1	%	$	474	3.3	%

The increase in other revenues included a $102 million increase in credit card revenues primarily due to higher profit share, reflecting both a strong credit portfolio and continued active management of net credit card loss. Macy's Media Network grew $4 million, or 4%, compared to 2024, driven by growth in advertiser spend.

	2025				2024
	$		% to Net Sales		$		% to Net Sales
Cost of sales	$	(8,550)	60.5	%	$	(8,749)	60.2	%
Gross margin	$	5,575	39.5	%	$	5,776	39.8	%

Gross margin rate decreased 30 basis points in 2025 compared to 2024. The decrease in gross margin was primarily driven by proactive markdowns to maintain inventory health and the flow-through of product bought under the 145% China tariffs.

	2025			2024
SG&A expenses	$	(5,881)		$	(5,948)
As a percent to total revenue	40.0		%	39.7		%

SG&A expenses decreased $67 million, or 1.1%, in 2025 compared to 2024 due to the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts, partially offset by investments in its go-forward business, including Reimagine 125 locations and Bloomingdale's. The increase in SG&A expenses as a percent to total revenue in 2025 was due to a decline in net sales compared to 2024.

						2025						2024
Gains on sale of real estate						$	44					$	103

Asset sale gains in both 2025 and 2024 primarily reflect the monetization of non-go-forward store locations.

						2025						2024
Net interest expense						$	(77)					$	(94)

The decrease in net interest expense, excluding loss on extinguishment of debt, in 2025 compared to 2024 was primarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and the second quarter of 2025.

	2025		2024
Effective tax rate	27.8	%	26.6	%
Federal income statutory rate	21	%	21	%

Income tax expense of $52 million and $87 million, or 27.8% and 26.6% of pretax income, for 2025 and 2024, respectively, reflect a different effective tax rate as compared to the Company’s federal income tax statutory rate of 21%. The income tax effective rates for the 39 weeks ended November 1, 2025 and November 2, 2024 were impacted primarily by the effect of state and local taxes.

Liquidity and Capital Resources

The Company's principal sources of liquidity are cash from operations, cash on hand and the Amended & Extended ABL Credit Facility. Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, lease obligations, merchandise purchase obligations, retirement plan benefits, and self-insurance reserves. Merchandise purchase obligations represent future merchandise payables for inventory purchased from various suppliers through contractual arrangements and are expected to be funded through cash from operations.

24The Company believes that, assuming no change in its current business plan, its available cash, together with expected future cash generated from operations, the amount available under the Amended & Extended ABL Credit Facility and credit available in the market, will be sufficient to satisfy its anticipated needs for working capital, capital expenditures and cash dividends for at least the next twelve months and the foreseeable future thereafter.

Table of Contents

MACY'S, INC.

The Company believes that, assuming no change in its current business plan, its available cash, together with expected future cash generated from operations, the amount available under the Amended & Extended ABL Credit Facility, and credit available in the market, will be sufficient to satisfy its anticipated needs for working capital, capital expenditures, and cash dividends for at least the next twelve months and the foreseeable future thereafter.

Capital Allocation

The Company's capital allocation goals include maintaining a healthy balance sheet and investment-grade credit metrics to be best-positioned for access to bank and capital market funding under all economic scenarios, followed by investing in the business through initiatives to drive long-term profitable growth and returning capital to shareholders through dividends and share repurchases.

The Company ended the ~~third~~first quarter of ~~2025~~2026 with a cash and cash equivalents balance of $~~447~~1,294 million, an increase of $~~132~~362 million from $~~315~~932 million at the end of the ~~third~~first quarter of ~~2024~~2025. The Company is party to an ABL Credit Facility with certain financial institutions providing for a $2,100 million asset-based credit facility. As of ~~November~~May 12, ~~2025~~2026, borrowing availability was $1,~~957~~958 million, which reflects a $~~143~~142 million reduction due to standby letters of credit outstanding.

	2025		2024
	2026		2025
Net cash provided (used) by operating activities	$	~~247~~292	$	(3064)
Net cash used by investing activities	(~~425~~149)		(~~455~~133)
Net cash used by financing activities	(~~683~~95)		(~~234~~178)

Operating Activities

The net cash provided by operating activities in the current year versus cash used by operating activities in the prior year was primarily driven by ~~decreased~~$328 ~~working~~million ~~capital~~cash ~~requirements~~received asfrom ~~a result of~~ the ~~implementation~~settlement ofagreements ~~our~~to ~~Bold~~resolve ~~New~~credit ~~Chapter~~card ~~strategy~~interchange asfee ~~well~~litigation asmatters ~~a decrease~~ in ~~cash~~which ~~taxes~~the ~~paid,~~Company ~~net~~was ofa ~~refunds received~~plaintiff.

Investing Activities

The Company's capital expenditures were $~~525~~177 million in ~~2025~~both ~~compared~~2026 toand ~~$649 million in 2024~~2025. Capital expenditures in the current year are primarily focused on digital and technology investments as well as omni-channel capabilities related to the Bold New Chapter strategy.

Financing Activities

Dividends

The Company paid dividends totaling $~~149~~50 million and $~~144~~51 million in ~~2025~~2026 and ~~2024~~2025, respectively.

On ~~October~~May 2415, ~~2025~~2026, the Company announced that its Board of Directors declared a regular quarterly dividend of 1819.2415 cents per share on its common stock, which will be paid on ~~January~~July 21, 2026, to shareholders of record at the close of business on ~~December~~June 15, ~~2025~~2026. Subsequent dividends will be subject to approval of the Board of Directors, which will depend on market and other conditions.

~~Stock Repurchases~~20

On February 22, 2022, the Board of Directors authorized a $2,000 million share repurchase program, which does not have an expiration date. During 2025, the Company repurchased approximately 15.4 million shares of its common stock at an average cost of $13.05 per share on the open market under its share repurchase program. The Company did not repurchase any shares of its common stock during 2024. As of November 1, 2025, $1,174 million remained available under the authorization. Repurchases may be made from time to time in the open market or through privately negotiated transactions in accordance with applicable securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, on terms determined by the Company.

Table of Contents

MACY'S, INC.

~~Debt~~Stock ~~Transactions~~Repurchases

~~The~~On February 22, 2022, the Board of Directors authorized a $2,000 million share repurchase program, which does not have an expiration date. During the first quarter of 2026, the Company ~~completed~~repurchased approximately 2.6 million shares of its common stock at an average cost of $18.92 per share on the ~~following~~open ~~debt~~market under its share repurchase program. During the first quarter of 2025, the Company repurchased approximately 8.7 million shares of its common stock at an average cost of $11.66 per share on the open market under its share repurchase program. As of May 2, 2026, $1,074 million remained available under the authorization. Repurchases may be made from time to time in the open market or through privately negotiated transactions in ~~2025:~~accordance with applicable securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, on terms determined by the Company.

•On April 9, 2025, the Company, entered into an amendment to its ABL Credit Facility which reduced the asset-based credit facility from $3,000 million to $2,100 million, extended the maturity date to April 2030 and maintained similar collateral support, but reduced commercial letter of credit fees and unused facility fees. The Company had no outstanding borrowings under the ABL Credit Facility as of November 1, 2025 and November 2, 2024.

•On July 29, 2025, the Company completed three debt transactions:

◦Issuance of $500 million aggregate principal amount of 7.375% senior unsecured notes due August 1, 2033. The Company used the net proceeds from the notes offering, together with cash on hand, to fund the tender offer and redemption described below,

◦Redemption of $393 million aggregate principal amount of senior notes and debentures, and

◦Completion of a tender offer in which $251 million aggregate principal amount of senior notes and debentures were tendered for early settlement. The total cash cost for the tender offer was $255 million.

•On August 28, 2025 the Company redeemed $194 million aggregate principal amount of senior notes and debentures, related to the July 29, 2025 debt transactions.

The Company recognized $33 million of losses related to the extinguishment of debt on the Consolidated Statements of Income in 2025.

The Company completed the following debt transactions in 2024:

•On September 18, 2024, the Company completed a tender offer in which $221 million aggregate principal amount of senior notes and debentures were tendered for early settlement. The total cash cost for the tender offer was $225 million and the Company recognized $1 million of losses on early retirement of debt.

Contractual Obligations

As of ~~November~~May 12, ~~2025~~2026, ~~other than the financing transactions discussed in Note 4 to the accompanying Consolidated Financial Statements,~~ there were no material changes to the Company's contractual obligations and commitments outside the ordinary course of business since ~~February~~January 131, ~~2025~~2026, as reported in the Company's ~~2024~~2025 Form 10-K.

Guarantor Summarized Financial Information

The Company had $12,~~941~~441 million aggregate principal amount of senior unsecured notes and senior unsecured debentures (collectively the "Unsecured Notes") outstanding as of both ~~November~~May 12, ~~2025~~2026 and ~~February~~January 131, ~~2025~~2026 with maturities ranging from 2027 to 2043. The Unsecured Notes constitute debt obligations of Macy's Retail Holdings, LLC ("MRH" or "Subsidiary Issuer"), a 100%-owned subsidiary of Macy's, Inc. ("Parent" and together with the "Subsidiary Issuer," the "Obligor Group"), and are fully and unconditionally guaranteed on a senior unsecured basis by Parent. The Unsecured Notes rank equally in right of payment with all of the Company's existing and future senior unsecured obligations, senior to any of the Company's future subordinated indebtedness, and are structurally subordinated to all existing and future obligations of each of the Company's subsidiaries that do not guarantee the Unsecured Notes. Holders of the Company's secured indebtedness, including any borrowings under the ABL Credit Facility, will have a priority claim on the assets that secure such secured indebtedness; therefore, the Unsecured Notes and the related guarantees are effectively subordinated to all of the Subsidiary Issuer's and Parent and their subsidiaries’ existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.

The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $107,~~374~~094 million and $97,~~905~~016 million as of ~~November~~May 12, ~~2025~~2026 and ~~February~~January 131, ~~2025~~2026, respectively, have been excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of $~~321~~357 million ~~and $1,082 million~~ for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026 have been excluded from the Summarized Statement of Operations. The combined financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions within the Obligor Group eliminated.

26Summarized Balance Sheets


	May 2, 2026		January 31, 2026
	(in millions)
ASSETS
Current Assets	$	960	$	1,033
Noncurrent Assets	6,236		5,357
LIABILITIES
Current Liabilities	$	1,648	$	1,741
Noncurrent Liabilities (a)	7,843		6,800

(a)Includes net amounts due to non-Guarantor subsidiaries of $3 million and $2 million as of May 2, 2026 and January 31, 2026, respectively.

Table of Contents

MACY'S, INC.

Summarized Balance Sheets

	November 1, 2025		February 1, 2025
	(in millions)
ASSETS
Current Assets	$	1,087	$	1,160
Noncurrent Assets	5,598		5,727
LIABILITIES
Current Liabilities	$	1,606	$	1,744
Noncurrent Liabilities (a)	7,243		6,493

(a)Includes net amounts due to non-Guarantor subsidiaries of $2 million and $1 million as of November 1, 2025 and February 1, 2025, respectively.

Summarized Statement of Operations

	13 Weeks Ended November 1, 2025		39 Weeks Ended November 1, 2025
	13 Weeks Ended May 2, 2026
	(in millions)
Net sales	$	~~165~~177	$	~~537~~
Consignment commission income (a)	~~725~~695		~~2,178~~
Other revenue	4033		~~103~~
Cost of sales	(4986)		~~(203)~~
Operating loss	(~~360~~335)		~~(1,073)~~
Loss before income taxes (b)	(~~319~~110)		~~(641)~~
Net loss	(~~197~~14)		~~(314)~~

(a)Income pertains to transactions with ABL Borrower, a non-Guarantor subsidiary.

(b)Includes $~~113~~279 million ~~and $633 million~~ of dividend income from non-Guarantor subsidiaries for the 13 ~~and 39~~ weeks ended ~~November~~May 12, ~~2025~~2026.

Important Information Regarding Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles ("GAAP"). However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information in evaluating operating performance. Management believes that providing ~~supplemental~~earnings ~~changes~~before ininterest ~~comparable sales on an owned-plus-licensed basis~~ and antaxes ~~owned-plus-licensed-plus-marketplace~~("EBIT") ~~basis, which includes the impact of growth in comparable sales of departments licensed to third parties~~ and ~~marketplace~~earnings sales, as applicable, assists in evaluating the Company's ability to generate sales growth, whether through owned businesses, departments licensed to third parties or marketplace sales, on a comparable basis, and in evaluating the impact of changes in the manner in which certain departments are operated. Earnings before interest, taxes, depreciation and amortization ("EBITDA"), iswhich aare non-GAAP financial ~~measure~~measures, ~~which the Company believes~~ provides meaningful information about its operational efficiency by excluding the impact of changes in tax law and structure, debt levels and capital investment. In addition, management believes that excluding certain items from EBIT, EBITDA, net income and diluted earnings per share that are not associated with the ~~Company'~~company’s core operations and that may vary substantially in frequency and magnitude from period-to-period ~~from~~provides ~~net income (loss), diluted earnings (loss) per share and EBITDA provide~~ useful supplemental measures that assist in evaluating the ~~Company~~company's ability to generate earnings and ~~leverage sales, respectively, and~~ to more readily compare these metrics between past and future periods. Management also believes that ~~EBITDA,~~ Adjusted ~~EBITDA~~EBIT and ~~Core~~ Adjusted EBITDA are frequently used by investors and securities analysts in their evaluations of companies, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. The Company uses certain non-GAAP financial measures as performance measures for components of executive compensation.

27Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual and future financial condition and performance. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.

Table of Contents

MACY'S, INC.

~~Non-GAAP~~Adjusted ~~financial~~EBIT ~~measures should be viewed as supplementing,~~ and ~~not~~Adjusted as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual and future financial condition and performance. Additionally, the amounts received by the Company on account of sales of departments licensed to third parties and marketplace sales are limited to commissions received on such sales. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies. EBITDA

~~Changes~~The infollowing ~~Comparable~~is ~~Sales~~a tabular reconciliation of the non-GAAP financial measures adjusted EBIT and adjusted EBITDA to GAAP net income, which the Company believes to be the most directly comparable GAAP measure.

The following is a tabular reconciliation of the non-GAAP financial measure of changes in comparable sales on an owned-plus-licensed-plus-marketplace (O+L+M) basis, to GAAP comparable sales (i.e., on an owned basis), which the Company believes to be the most directly comparable GAAP financial measure.


	13 Weeks Ended May 2, 2026		13 Weeks Ended May 3, 2025
	(millions)



Net income	$	63	$	38
Federal, state and local income tax expense	30		30
Interest expense, net	25		27
Loss on extinguishment of debt	—		3
Benefit plan income, net	(6)		(4)

Impairment, restructuring and other (benefits) costs	(17)		7
Gains on sale of real estate	(15)		(16)
Adjusted EBIT	$	80	$	85
Depreciation and amortization	210		219
Adjusted EBITDA	$	290	$	304

	13 Weeks Ended November 1, 2025
	Macy's, Inc.		Macy's
Increase in comparable sales on an owned basis (Note 1)	2.5	%	1.4	%
Impact of departments licensed to third parties and marketplace sales (Note 2)	0.7	%	0.6	%
Increase in comparable sales on an O+L+M basis	3.2	%	2.0	%

	13 Weeks Ended November 1, 2025
	Macy's, Inc. go-forward business		Macy's go-forward business		Bloomingdale's		Bluemercury
Increase in comparable sales on an owned basis (Note 1)	2.7	%	1.7	%	8.8	%	1.1	%
Impact of departments licensed to third parties and marketplace sales (Note 2)	0.7	%	0.6	%	0.2	%	—	%
Increase in comparable sales on an O+L+M basis	3.4	%	2.3	%	9.0	%	1.1	%

	13 Weeks Ended November 1, 2025
	Macy's Reimagine 125 locations
Increase in comparable sales on an owned basis (Note 1)	2.3	%
Impact of departments licensed to third parties (Note 2)	0.4	%
Increase in comparable sales on an owned-plus-licensed basis	2.7	%

	39 Weeks Ended November 1, 2025
	Macy's, Inc.
Increase in comparable sales on an owned basis (Note 1)	0.4	%
Impact of departments licensed to third parties and marketplace sales (Note 2)	0.9	%
Increase in comparable sales on an O+L+M basis	1.3	%

Table of Contents

MACY'S, INC.

	13 Weeks Ended November 2, 2024		39 Weeks Ended November 2, 2024
	Macy's, Inc.
Decrease in comparable sales on an owned basis (Note 1)	(2.4	%)	(2.5	%)
Impact of departments licensed to third parties and marketplace sales (Note 2)	1.1	%	0.9	%
Decrease in comparable sales on an O+L+M basis	(1.3	%)	(1.6	%)

Notes:

(1)Represents the period-to-period percentage change in net sales from stores in operation for one full fiscal year for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024. Such calculation includes all digital sales and excludes commissions from departments licensed to third parties and marketplace. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store, or material portion of the store, is closed for a significant period of time. Definitions and calculations of comparable sales may differ among companies in the retail industry.

(2)Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation throughout the year presented and the immediately preceding year and all online sales, including marketplace sales, in the calculation of comparable sales. Macy’s and Bloomingdale’s license third parties to operate certain departments in their stores and online, including Macy’s and Bloomingdale’s digital Marketplace, and receive commissions from these third parties based on a percentage of their net sales, while Bluemercury does not participate in licensed or marketplace businesses. In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales of the departments licensed to third parties and marketplace) in its net sales. The Company does not, however, include any amounts in respect of licensed department or marketplace sales (or any commissions earned on such sales) in its comparable sales in accordance with GAAP (i.e., on an owned basis). The amounts of commissions earned on sales of departments licensed to third parties and from the digital marketplace are not material to its net sales for the periods presented.

Table of Contents

MACY'S, INC.

EBITDA, Adjusted EBITDA and Core Adjusted EBITDA

The following is a tabular reconciliation of the non-GAAP financial measure EBITDA, adjusted EBITDA and core adjusted EBITDA to GAAP net income, which the Company believes to be the most directly comparable GAAP measure.

	13 Weeks Ended November 1, 2025		13 Weeks Ended November 2, 2024		39 Weeks Ended November 1, 2025		39 Weeks Ended November 2, 2024
	(millions)
Net income	$	11	$	28	$	135	$	240
Interest expense - net	25		32		77		94
Loss on extinguishment of debt	16		1		33		1
Federal, state and local income tax (benefit) expense	(6)		7		52		87
Depreciation and amortization	235		228		672		657
EBITDA	281		296		969		1,079
Impairment, restructuring and other costs (benefits)	4		(23)		33		(5)
Adjusted EBITDA	285		273		1,002		1,074
Gains on sale of real estate	(12)		(66)		(44)		(103)
Core adjusted EBITDA	$	273	$	207	$	958	$	971

Adjusted Net Income and Adjusted Diluted Earnings Per Share

The following is a tabular reconciliation of the non-GAAP financial measures adjusted net income to GAAP net income and adjusted diluted earnings per share to GAAP diluted earnings per share, which the Company believes to be the most directly comparable GAAP measures.

	13 Weeks Ended November 1, 2025				13 Weeks Ended November 2, 2024
	13 Weeks Ended May 2, 2026				13 Weeks Ended May 3, 2025
	Net Income		DilutedEarningsPer Share		Net Income		DilutedEarningsPer Share
	(millions, except per share figures)
As reported	$	1163	$	0.0423	$	2838	$	0.1013
Impairment, restructuring and other costs (benefits)	4		0.01		(23)		(0.08)
Loss on extinguishment of debt	—		—		3		0.01
Loss on extinguishment of debt	16		0.06		1		—
Benefit plan income, net	(6)		(0.02)		(4)		(0.01)
Income tax impact of certain items noted above	(5)		(0.02)		5		0.02
Impairment, restructuring and other (benefits) costs	(17)		(0.06)		7		0.03
As adjusted to exclude certain items above	$	26	$	0.09	$	11	$	0.04
Gains on sale of real estate	(15)		(0.05)		(16)		(0.06)
	39 Weeks Ended November 1, 2025				39 Weeks Ended November 2, 20241
Income tax impact of items noted above	10		0.03		3		0.01
	Net Income		DilutedEarningsPer Share		Net Income		DilutedEarningsPer Share
As adjusted to exclude items above	$	35	$	0.13	$	31	$	0.11
	(millions, except per share figures)
As reported	$	135	$	0.48	$	240	$	0.85
Impairment, restructuring and other costs (benefits)	33		0.12		(5)		(0.01)
Loss on extinguishment of debt	33		0.12		1		—
Income tax impact of certain items noted above	(16)		(0.06)		1		—
As adjusted to exclude certain items above	$	185	$	0.66	$	237	$	0.84

30Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to the Company's market risk as described in the Company's 2025 10-K. For a discussion of the Company's exposure to market risk, refer to the Company's market risk disclosures set forth in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" of the 2025 10-K.

Table of Contents

MACY'S, INC.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

There have been no material changes to the Company's market risk as described in the Company's 2024 10-K. For a discussion of the Company's exposure to market risk, refer to the Company's market risk disclosures set forth in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk" of the 2024 10-K.

Item 4. Controls and Procedures.

The Company's Chief Executive Officer and Chief Financial Officer have carried out, as of ~~November~~May 12, ~~2025~~2026, with the participation of the Company's management, an evaluation of the effectiveness of the Company's disclosure controls and procedures, as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"). Based upon this evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that as of ~~November~~May 12, ~~2025~~2026, the Company's disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in reports the Company files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission (the "SEC") rules and forms, and that information required to be disclosed by the Company in the reports the Company files or submits under the Exchange Act is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

From time to time, adoption of new accounting pronouncements, major organizational restructuring and realignment occurs for which the Company reviews its internal control over financial reporting. As a result of this review, there were no changes in the Company's internal control over financial reporting that occurred during the Company's most recently completed fiscal quarter that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.

3124

Table of Contents

MACY'S, INC.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

The Company and its subsidiaries are involved in various proceedings that are incidental to the normal course of their businesses. As of the date of this report, the Company does not expect that any of such proceedings will have a material adverse effect on the Company’s financial position or results of operations.

Item 1A. Risk Factors.

There have been no material changes to the Risk Factors described in Part I, Item 1A."Risk Factors" in the Company's ~~2024~~2025 Form 10-K ~~and in Part II, Item 1A~~.~~"Risk~~ ~~Factors" in the Company’s Form 10-Q for the quarter ended August 2, 2025.~~

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

The following table provides information regarding the Company’s purchase of Common Stock during the ~~third~~first quarter of ~~2025~~2026.

	Total Number of Shares Purchased	Average Price Paid per Share ($)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (a)	Maximum Dollar Value of Shares that may yet be Purchased Under the Plans or Programs (a) ($)
	(thousands)			(thousands)	(millions)
August 3, 2025 - August 30, 2025	7	$	13.32	—	$	1,224
February 1, 2026 - February 28, 2026	7	$	19.78	—	1,124
August 31, 2025 - October 4, 2025	1,267	17.54		1,267	1,202
March 1, 2026 - April 4, 2026	923	18.10		921	1,107
October 5, 2025 - November 1, 2025	1,526	18.32		1,516	1,174
April 5, 2026 - May 2, 2026	1,720	19.36		1,720	1,074
	2,800	$	17.96	2,783
	2,650	$	18.24	2,641

(a) On February 22, 2022, the Company announced that its Board of Directors authorized a $2,000 million share repurchase program, which does not have an expiration date. As of ~~November~~May 12, ~~2025~~2026, $1,~~174~~074 million of shares remained available for repurchase pursuant to this authorization. The Company may continue, discontinue or resume purchases of common stock under this authorization or possible future authorizations in the open market, in privately negotiated transactions or otherwise at any time and from time to time without prior notice.

Item 5. Other Information.

Forward-Looking Statements

This report and other reports, statements and information previously or subsequently filed by the Company with the Securities and Exchange Commission contain or may contain forward-looking statements. Such statements are based upon the beliefs and assumptions of, and on information available to, the management of the Company at the time such statements are made. The following are or may constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995: (i) statements preceded by, followed by or that include the words "may," "will," "could," "should," "believe," "expect," "future," "potential," "anticipate," "intend," "plan," "think," "estimate" or "continue" or the negative or other variations thereof and (ii) statements regarding matters that are not historical facts. Such forward-looking statements are subject to various risks and uncertainties, including risks and uncertainties relating to:

•the possible invalidity of the underlying beliefs and assumptions;

•the Company's ability to successfully implement A Bold New Chapter strategy, including the ability to realize the anticipated benefits within the expected time frame or at all;

•the success of the Company's operational decisions, including product sourcing, merchandise mix and pricing, and marketing and strategic initiatives, such as growing its digital channels, expanding the Company's off-mall store presence and modernizing its technology and supply chain infrastructures;

•competitive pressures from department stores, specialty stores, general merchandise stores, manufacturers' outlets and websites, off-price and discount stores, and all other retail channels, including digitally-native retailers, social media and catalogs;

•the Company's ability to remain competitive and relevant as a modern department store as consumers' shopping behaviors continue to migrate to other shopping channels;

•transactions and strategy involving the Company's real estate portfolio;

•the seasonal nature of the Company's business;

32•colleague costs, inclusive of wage inflation and cost of benefits as well as attracting and retaining quality colleagues;

Table of Contents

MACY'S, INC.

•colleague costs, inclusive of wage inflation and cost of benefits as well as attracting and retaining quality colleagues;

•declines in the Company's credit card revenues;

•the Company's ability to maintain its brand image and reputation;

•possible systems failures and/or security breaches or other types of cybercrimes or cybersecurity attacks, including any security breach that results in the theft, transfer or unauthorized disclosure of customer, employee or company information, or the failure to comply with various laws applicable to the Company in the event of such a breach;

•business, legal and ethical challenges related to our use of artificial intelligence in our business operations;

•possible changes or developments in social, economic, business, industry, market, legal and regulatory circumstances and conditions, including supply chain disruptions, inventory shortage, labor shortages, wage pressures and rising inflation, and their related impact on costs;

•possible actions taken or omitted to be taken by third parties, including customers, suppliers, business partners, competitors, banks and other financial institutions, and legislative, regulatory, judicial and other governmental authorities and officials;

•changes in relationships with vendors and other product and service providers;

•the Company's reliance on foreign sources of production, including risks related to the disruption of imports by labor disputes, regional and global health pandemics, and regional political and economic conditions;

•duties, taxes, tariffs, other charges and quotas on imports;

•the possible inability of the Company's manufacturers or transporters to deliver products in a timely manner or meet the Company's quality standards;

•general consumer shopping behaviors and spending levels, the impact of changes in general economic conditions, consumer disposable income levels, consumer confidence levels, the availability, cost and level of consumer debt, and the costs of basic necessities and other goods;

•the effects of weather and natural disasters, including the impact of climate change and health pandemics, on the Company's business, including the ability to open stores, customer demand and its supply chain, as well as our consolidated results of operations, financial position and cash flows;

•unstable political conditions, civil unrest, terrorist activities and armed conflicts, including the ongoing conflict between Russia and Ukraine and the ~~Israel-Hamas~~Iran war;

•currency, interest and exchange rates and other capital market, economic and geo-political conditions;

•the potential for the incurrence of charges in connection with the impairment of tangible and intangible assets, including goodwill;

•the Company's level of indebtedness; and

•the Company's ability to declare and pay future dividends and continue its share repurchases~~; and~~.

•the Company's ability to execute on its strategies or achieve expectations related to environmental, social, and governance matters.

In addition to any risks and uncertainties specifically identified in the text surrounding such forward-looking statements, the statements in the immediately preceding sentence and the statements under captions such as "Risk Factors" in reports, statements and information filed by the Company with the SEC from time to time constitute cautionary statements identifying important factors that could cause actual amounts, results, events and circumstances to differ materially from those expressed in or implied by such forward-looking statements.

Trading Arrangements

None of the Company's directors or "officers" (as defined in Rule 16a-1(f) promulgated under the Exchange Act) adopted, modified, or terminated a "Rule 10b5-1 trading arrangement" or a "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408 of Regulation S-K, during the Company's fiscal quarter ended ~~November~~May 12, ~~2025~~2026.

3326

Table of Contents

MACY'S, INC.

Item 6. Exhibits.

10.1						Macy’s, Inc. 2024 Equity and Incentive Compensation Plan, as amended and restated* (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (Registration No. 333-296273) filed May 27, 2026)
10.2+						2026-2028 Performance-Based Restricted Stock Unit Terms and Conditions under the 2024 Equity and Incentive Compensation Plan*
22						List of Subsidiary Guarantors (incorporated by reference to Exhibit 22 to the Company’s Quarterly Report on Form 10-Q (File No. 1-13536) for the quarter ended August 2, 2025)
31.1						Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
31.2						Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
32.1						Certification by Chief Executive Officer under Section 906 of the Sarbanes-Oxley Act
32.2						Certification by Chief Financial Officer under Section 906 of the Sarbanes-Oxley Act
101						The following financial statements from Macy's, Inc.'s Quarterly Report on Form 10-Q for the quarter ended ~~November~~May 12, ~~2025~~2026, filed on ~~December~~June 104, ~~2025~~2026, formatted in iXBRL (Inline eXtensible Business Reporting Language): (i) Consolidated Statements of Income, (ii) Consolidated Statements of Comprehensive Income, (iii) Consolidated Balance Sheets, (iv) Consolidated Statements of Changes in Shareholders' Equity, (v) Consolidated Statements of Cash Flows, and (vi) the Notes to Consolidated Financial Statements.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

________________________

34+ Portions of the exhibit have been omitted because it is both not material and is of the type the registrant treats as confidential.

* Constitutes a compensatory plan or arrangement.

Table of Contents

SIGNATURES

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, thereunto duly authorized.

	MACY'S, INC.
	By:	/s/ TRACY M. PRESTON
		Tracy M. PrestonChief Legal Officer and Corporate Secretary
	By:	/s/ PAUL GRISCOM
		Paul GriscomSenior Vice President and Controller
Date: December 10, 2025
Date: June 4, 2026

3528

Filing Compare · Macy's, Inc.