Every material Form 8-K Macy's has filed with the SEC since December 11, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Macy's, Inc. said director Paul C. Varga will resign from its Board effective December 11, 2026, citing no disagreement with the company. Deirdre P. Connelly will succeed him as Lead Independent Director effective December 12, 2026, and the board will have nine directors after his departure.
Paul C. Varga, a director since 2012 and Lead Independent Director since 2021, will resign effective December 11, 2026
Deirdre P. Connelly elected Lead Independent Director effective December 12, 2026
Board size fixed at nine directors effective December 11, 2026
Company says the resignation was not due to any disagreement with the company, board or management
Macy's reported second-quarter 2026 results for the 13 weeks ended August 1, 2026, with net sales up 1.1% to $4.9 billion and GAAP diluted EPS of $0.62, up from $0.31 a year earlier. The company raised its full-year 2026 guidance, including adjusted diluted EPS of $2.15 to $2.35, up from $2.00 to $2.20, and the quarter included a $0.23 per share net tariff refund benefit.
Net sales rose 1.1% to $4.9 billion; comparable sales rose 2.7%, and Bloomingdale's comparable sales rose 11.3%.
GAAP diluted EPS was $0.62 versus $0.31; adjusted diluted EPS was $0.63 versus $0.35, including a $0.23 net tariff refund benefit.
Full-year 2026 guidance now calls for net sales of $21.675 billion to $21.825 billion and comparable sales growth of 1.0% to 1.5%.
The board declared a quarterly dividend of 19.15 cents per share, payable October 1, 2026, to holders of record on September 15, 2026.
Macy's reported first-quarter 2026 results for the 13 weeks ended May 2, 2026, with comparable sales up 3.0% and GAAP diluted EPS of $0.23, up from $0.13 a year earlier. The company raised its full-year 2026 guidance for net sales, comparable sales and adjusted diluted EPS, with adjusted diluted EPS now expected at $2.00 to $2.20 versus $1.90 to $2.10 previously. Shareholders gain from higher sales and profit measures, though gross margin declined and adjusted EBITDA fell year over year.
Comparable sales rose 3.0%, with Bloomingdale's up 10.2%, Macy's up 1.6% and Bluemercury up 6.4%.
Net sales rose 1.8% to $4.7 billion; adjusted diluted EPS was $0.13 versus $0.11, and GAAP diluted EPS was $0.23 versus $0.13.
Gross margin rate fell 30 basis points to 38.9%, and adjusted EBITDA was $290 million versus $304 million.
Full-year 2026 adjusted diluted EPS guidance rose to $2.00 to $2.20 from $1.90 to $2.10; the board declared a 19.15 cent quarterly dividend payable July 1, 2026.
At its May 15, 2026 virtual annual meeting, Macy's shareholders approved an amendment and restatement of the 2024 Equity and Incentive Compensation Plan, which the board had approved on March 26, 2026. Shareholders also elected all 10 director nominees, ratified KPMG LLP as auditor for the fiscal year ending January 30, 2027, and approved the advisory vote on executive compensation. The filing reports approvals for every item, though several votes drew substantial opposition.
Equity plan amendment approved on May 15, 2026: 184,361,310 for, 16,423,087 against, 431,131 abstentions.
Deirdre P. Connelly received the lowest director support: 156,001,716 for and 44,469,777 against.
KPMG LLP ratified as independent auditor: 214,069,467 for and 10,047,654 against.
Executive compensation advisory vote approved: 157,691,659 for and 43,025,428 against.
Macy's said directors Richard Clark, Douglas W. Sesler and Tracey Zhen will not stand for re-election at the May 15, 2026 annual meeting. The company said their decisions were not the result of any dispute with Macy's over its operations, policies or practices. The Board also approved reducing its size from 13 to ten members, effective at that meeting, which the company said aligns the board with its current strategic focus.
Richard Clark, Douglas W. Sesler and Tracey Zhen notified the Board on March 25, 2026 that they will not stand for re-election.
The 2026 Annual Meeting of shareholders is scheduled for May 15, 2026.
Board size will decrease from 13 to ten members effective as of the 2026 Annual Meeting.
The company said the departures were not due to any disagreement over Macy's operations, policies or practices.
Macy's reported fourth-quarter and fiscal 2025 results on March 18, 2026, with comparable sales up 1.5% for the year but net sales down 2.4% to $21.8 billion. Adjusted diluted EPS fell to $2.32 from $2.64 a year earlier, and 2026 adjusted EPS guidance of $1.90 to $2.10 sits below the $2.15 fiscal 2025 figure shown on the updated basis. GAAP results were boosted by a $328 million interchange fee settlement, and the board raised the quarterly dividend 5%.
Q4 2025 net sales were $7.6 billion, down 1.7%, while comparable sales rose 1.8%; adjusted diluted EPS was $1.67 versus $1.80 a year earlier.
Fiscal 2025 GAAP and adjusted diluted EPS were each $2.32, above the company's $2.00 to $2.20 guidance range, against GAAP EPS of $2.07 and adjusted EPS of $2.64 in fiscal 2024.
Fiscal 2026 guidance calls for net sales of $21.4 billion to $21.65 billion and adjusted diluted EPS of $1.90 to $2.10.
Quarterly dividend raised 5% to 19.15 cents per share, payable April 1, 2026; about $1.1 billion remained under the $2.0 billion buyback authorization at fiscal year-end.
Macy's entered into a compensatory agreement dated December 8, 2025 with Adrian V. Mitchell, its former Chief Operating Officer and Chief Financial Officer. The company will pay Mr. Mitchell $2.7 million in cash to finalize his separation compensation, and the agreement includes mutual releases of claims and a release of his remaining non-compete obligations. The filing contains no financial results, and it does not state how the payment will be accounted for.
Agreement entered into on December 8, 2025 with former COO and CFO Adrian V. Mitchell
Company will provide a cash payment of $2.7 million to finalize separation compensation
Agreement includes a release of claims by the parties and release of Mr. Mitchell's remaining non-compete obligations
Macy's reported third-quarter 2025 results for the 13 weeks ended November 1, 2025, with net sales of $4.7 billion, down 0.6% from a year earlier, and comparable sales up 2.5% on an owned basis. GAAP diluted EPS fell to $0.04 from $0.10, while adjusted diluted EPS rose to $0.09 from $0.04. The company raised its full-year net sales and adjusted diluted EPS guidance, but reported profit and sales moved in different directions.
Net sales of $4.7 billion, down 0.6% year over year; comparable sales up 2.5% on an owned basis and 3.2% on an owned-plus-licensed-plus-marketplace basis
GAAP diluted EPS of $0.04 vs. $0.10 a year earlier; adjusted diluted EPS of $0.09 vs. $0.04
2025 adjusted diluted EPS guidance raised to $2.00 to $2.20 from $1.70 to $2.05; net sales guidance raised to $21.475 billion to $21.625 billion from $21.15 billion to $21.45 billion
Quarterly dividend of 18.24 cents per share, payable January 2, 2026, to holders of record on December 15, 2025
Macy's reported second-quarter 2025 results, with net sales of $4.8 billion, down 2.5% from a year earlier but above the company's guidance. The company raised its full-year net sales and adjusted diluted EPS guidance, though adjusted diluted EPS of $0.41 was below $0.53 in the year-earlier quarter.
Q2 net sales were $4.8 billion, down 2.5%; comparable sales rose 1.9% on an owned-plus-licensed-plus-marketplace basis.
Adjusted diluted EPS was $0.41 versus $0.53 a year earlier; GAAP diluted EPS was $0.31 versus $0.53.
Full-year adjusted diluted EPS guidance rose to $1.70 to $2.05 from $1.60 to $2.00; net sales guidance rose to $21.15 billion to $21.45 billion from $21.0 billion to $21.4 billion.
The company reported a net reduction of about $340 million in long-term debt from July and August 2025 financing transactions.
Macy's Retail Holdings, LLC, a wholly owned subsidiary of Macy's, Inc., issued $500 million of 7.375% senior notes due August 1, 2033 on July 29, 2025, at 100% of principal. The company said it will use the proceeds with cash on hand to fund an upsized debt tender offer and redeem about $587 million of other notes and debentures. The notes are unsecured and guaranteed by Macy's, Inc., so the new debt adds a $500 million obligation for the parent group while the company refinances existing debt.
$500 million of 7.375% senior notes due August 1, 2033 issued July 29, 2025, at 100% of principal amount
Proceeds plus cash on hand to fund the tender offer, redeem about $587 million of other notes and debentures, and pay fees and expenses
Tender offer maximum raised from $175 million to $250 million; $223,883,000 of 5.875% senior notes due 2030 accepted at early settlement
Notes are senior unsecured obligations guaranteed by Macy's, Inc.; interest payable February 1 and August 1, starting February 1, 2026
Macy's reported first-quarter 2025 results for the 13 weeks ended May 3, 2025. Net sales fell 5.1% to $4.6 billion, which exceeded the company's prior guidance, but GAAP diluted EPS was $0.13 versus $0.22 a year earlier and adjusted diluted EPS was $0.16 versus $0.27. The company cut its 2025 adjusted diluted EPS guidance to $1.60 to $2.00 from $2.05 to $2.25, citing tariffs, moderating consumer discretionary spending and a heightened promotional landscape, while its net sales guidance was unchanged.
Net sales of $4.6 billion, down 5.1% year over year; comparable owned-plus-licensed-plus-marketplace sales down 1.2%
GAAP diluted EPS of $0.13 versus $0.22 a year earlier; adjusted diluted EPS of $0.16 versus $0.27
2025 adjusted diluted EPS guidance cut to $1.60 to $2.00 from $2.05 to $2.25; net sales guidance unchanged at $21.0 billion to $21.4 billion
Quarterly dividend of 18.24 cents per share payable July 1, 2025; $101 million of share repurchases in the first quarter
On April 9, 2025, Macy's subsidiaries amended the credit agreement for its asset-based credit facility, reducing it from $3.0 billion to $2.1 billion and extending the maturity from March 2027 to April 2030. The facility is undrawn, and Macy's had $1.3 billion of cash and cash equivalents at the end of fiscal 2024. For shareholders, the filing describes a smaller, longer-dated source of committed liquidity with reduced letter of credit and unused facility fees.
Facility reduced from $3.0 billion to $2.1 billion; maturity extended from March 2027 to April 2030.
The facility is undrawn; the borrower may request increases of up to an additional $1.75 billion.
Interest is adjusted SOFR plus 1.25% to 1.50%, or base rate plus 0.25% to 0.50%, depending on utilization.
A fixed charge coverage ratio of at least 1.00 to 1.00 applies if availability falls below the greater of 10% of the Loan Cap and $175 million.
Macy's, Inc. said Thomas J. Edwards, Jr., currently CFO and COO of Capri Holdings Limited, will become its Chief Operating Officer and Chief Financial Officer effective June 22, 2025. Adrian Mitchell, the current COO and CFO, is leaving the company and will stay in his role through June 21, 2025, and the company reiterated all components of its 1Q25 guidance, which matters because the CFO change alters the finance leadership shareholders rely on.
Edwards, 60, joins effective June 22, 2025, with an annual base salary of $850,000 and a target short-term incentive of 125% of base salary.
Edwards' long-term incentive target grant date fair value is $3,100,000, and his signing bonus ranges from $1,650,000 to $1,735,000 depending on start date.
Mitchell continues as COO and CFO through June 21, 2025, and will receive benefits under the Senior Executive Severance Plan.
Macy's reiterated all components of its 1Q25 guidance, which it provided on March 6, 2025.
Macy's reported fourth quarter and fiscal 2024 results on March 6, 2025, with net sales down 4.3% in the quarter to $7.8 billion while GAAP diluted EPS rose to $1.21 from a loss of $0.47 a year earlier. Adjusted diluted EPS fell to $1.80 from $2.24, but beat the company's prior guidance range. The company guided fiscal 2025 adjusted diluted EPS to $2.05 to $2.25, below the $2.64 reported for fiscal 2024, and said it intends to resume share buybacks.
Q4 2024 GAAP diluted EPS was $1.21 versus a loss of $0.47 in Q4 2023; adjusted diluted EPS was $1.80 versus $2.24
Fiscal 2024 net sales were $22.3 billion, down 3.5%; GAAP diluted EPS was $2.07 and adjusted diluted EPS was $2.64
Fiscal 2025 guidance: net sales of $21.0 billion to $21.4 billion and adjusted diluted EPS of $2.05 to $2.25
Cash was $1.3 billion at year end; the company intends to resume buybacks under the remaining $1.4 billion authorization, market conditions permitting
Macy's, Inc. said it appointed Robert Chavez, former CEO of Hermès Americas, as an independent director effective April 1, 2025. Sara Levinson, a director since 2004, will not stand for reelection at the 2025 annual meeting under the board's mandatory retirement age policy. The changes affect board composition but the filing contains no financial results or guidance.
Robert Chavez to join the board as an independent director effective April 1, 2025
Chavez was President and CEO of Hermès Americas for 24 years, per the press release
Sara Levinson will remain a director until the end of the 2025 Annual Meeting of Shareholders
Levinson has served on the Compensation & Management Development and Nominating & Corporate Governance committees since 2004
Macy's reported third-quarter 2024 net sales down 2.4% to $4.7 billion and adjusted diluted EPS of $0.04, then lowered its 2024 adjusted EPS outlook. The company also said a former employee intentionally hid about $151 million of cumulative delivery expenses from Q4 2021 through Q3 2024, leading to a material weakness in internal controls and a determination that prior internal control reports should no longer be relied upon. Shareholders face weaker profit guidance and an internal control failure, though the company says the errors did not affect net sales, net cash flows or vendor payments.
Q3 2024 net sales fell 2.4% to $4.7 billion; comparable sales down 1.3% on an owned-plus-licensed-plus-marketplace basis.
Q3 2024 GAAP diluted EPS was $0.10 versus $0.15 a year earlier; adjusted diluted EPS was $0.04 versus $0.21.
2024 adjusted diluted EPS guidance is now $2.25 to $2.50, down from $2.34 to $2.69 adjusted for delivery expense and $2.55 to $2.90 as of August 21, 2024.
On December 10, 2024, the Audit Committee said management's 2024 internal control report and KPMG LLP's related opinion should no longer be relied upon.
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