Every material Form 8-K Macy's filed with the SEC in 2026, 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.
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