Form 8-K Macy's, Inc. For: Oct 23

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October 23, 2026 4:13 PM EDT
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 23, 2026
MACY'S, INC.
(Exact name of Registrant as Specified in its Charter)
Delaware1-1353613-3324058
(State or Other Jurisdiction of Incorporation)(Commission File Number)(IRS Employer Identification No.)
151 West 34th Street, New York, New York 10001
(Address of Principal Executive Offices)
(212) 494-1621
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $.01 par value per shareMNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyo
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o



Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers


On October 23, 2026, Paul C. Varga notified Macy’s, Inc. (the “Company”) of his decision to resign from the Board of Directors of the Company (the “Board”), effective December 11, 2026. Mr. Varga has served as a director since 2012 and as Lead Independent Director since 2021.

The Board has elected Deirdre P. Connelly to succeed Mr. Varga as Lead Independent Director, effective December 12, 2026.

Mr. Varga’s resignation and Ms. Connelly’s appointment as Lead Independent Director are part of the Board’s regular governance and succession planning. Mr. Varga’s decision to resign was not due to any disagreement with the Company, the Board or management on any matter relating to the Company’s operations, policies, practices or otherwise.

Following Mr. Varga’s resignation, the Board fixed the number of directors at nine, effective December 11, 2026.





MACY'S, INC.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
MACY'S, INC.
Dated: October 23, 2026By:/s/ Tracy M. Preston
Name:Tracy M. Preston
Title:Executive Vice President, Chief Legal Officer and Corporate Secretary

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