m-20260502

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 May 2, 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 May 30, 2026
Common Stock, $.01 par value per share						263,037,954 shares


		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	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	23
Item 4.	Controls and Procedures	24
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 5.	Other Information	25
Item 6.	Exhibits	27
SIGNATURES		28


	13 Weeks Ended
	May 2, 2026		May 3, 2025
Net sales	$	4,682	$	4,599
Other revenue	210		194
Total revenue	4,892		4,793

Cost of sales	(2,860)		(2,795)
Selling, general and administrative expenses	(1,952)		(1,913)
Gains on sale of real estate	15		16
Impairment, restructuring and other benefits (costs)	17		(7)
Operating income	112		94
Benefit plan income, net	6		4

Interest expense, net	(25)		(27)

Loss on extinguishment of debt	—		(3)
Income before income taxes	93		68
Federal, state and local income tax expense	(30)		(30)
Net income	$	63	$	38
Basic earnings per share	$	0.24	$	0.14
Diluted earnings per share	$	0.23	$	0.13


	May 2, 2026		January 31, 2026		May 3, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	1,294	$	1,246	$	932
Receivables	302		628		241
Merchandise inventories	4,833		4,412		4,663
Prepaid expenses and other current assets	467		387		445
Income taxes receivable	—		—		10
Total Current Assets	6,896		6,673		6,291
Property and Equipment - net of accumulated depreciation and amortization of $4,378, $4,255 and $4,292	4,636		4,743		4,964
Right of Use Assets	2,087		2,136		2,226
Goodwill	828		828		828
Other Intangible Assets – net	419		420		424
Other Assets	1,440		1,438		1,356
Total Assets	$	16,306	$	16,238	$	16,089
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	—	$	—	$	6
Merchandise accounts payable	2,366		1,807		2,133
Accounts payable and accrued liabilities	2,238		2,615		2,221
Income taxes payable	70		71		27
Total Current Liabilities	4,674		4,493		4,387
Long-Term Debt	2,432		2,432		2,774
Long-Term Lease Liabilities	2,677		2,772		2,884
Deferred Income Taxes	828		805		721
Other Liabilities	858		876		872






Shareholders' Equity	4,837		4,860		4,451
Total Liabilities and Shareholders’ Equity	$	16,306	$	16,238	$	16,089


	Common Stock		Additional Paid-In Capital		Accumulated Equity		Treasury Stock		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
Balance at January 31, 2026	$	3	$	269	$	6,941	$	(1,961)	$	(392)	$	4,860
Net income					63						63
Other comprehensive income									1		1
Common stock dividends ($0.1915 per share)			2		(52)						(50)
Stock repurchases							(51)				(51)
Stock-based compensation expense			14								14
Stock issued under stock plans			(98)				98				—
Balance at May 2, 2026	$	3	$	187	$	6,952	$	(1,914)	$	(391)	$	4,837


	13 Weeks Ended
Revenues	May 2, 2026		May 3, 2025
	(millions)
Women's Accessories, Shoes, Cosmetics and Fragrances	$	1,986	$	1,943
Women's Apparel	1,142		1,097
Men's and Kids'	965		951
Home/Other (a)	589		608
Total Net Sales	$	4,682	$	4,599

Credit card revenues, net	$	172	$	154
Macy's Media Network revenue, net (b)	38		40
Other Revenue	210		194

Total Revenue	$	4,892	$	4,793


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


	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


	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	$	4,682						$	4,599
Other revenue	210			4.5	%			194			4.2	%
Total revenue	4,892							4,793
Cost of sales	(2,860)			(61.1)	%			(2,795)			(60.8)	%
Selling, general and administrative expenses	(1,952)					(39.9)	%	(1,913)					(39.9)	%
Gains on sale of real estate	15					0.3	%	16					0.3	%
Impairment, restructuring and other benefits (costs)	17					0.3	%	(7)					(0.1)	%
Operating income	$	112				2.3	%	$	94				2.0	%

Net income	$	63						$	38
Diluted earnings per share	$	0.23						$	0.13

Supplemental Financial Measures
Gross margin	$	1,822		38.9	%			$	1,804		39.2	%
Digital sales as a percentage of net sales	34		%					33		%

Supplemental Non-GAAP Financial Measures
Adjusted net income	$	35						$	31
Adjusted diluted earnings per share	$	0.13						$	0.11
Adjusted EBIT	$	80						$	85
Adjusted EBITDA	$	290						$	304


	First Quarter of 2026			First Quarter of 2025
SG&A expenses	$	(1,952)		$	(1,913)
As a percent to total revenue	39.9		%	39.9		%


	First Quarter of 2026		First Quarter of 2025
Net interest expense	$	(25)	$	(27)


	13 Weeks Ended
	May 2, 2026		May 3, 2025
Cash flows from operating activities:
Net income	$	63	$	38
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment, restructuring and other (benefits) costs	(17)		7

Depreciation and amortization	210		219
Stock-based compensation expense	14		13
Gains on sale of real estate	(15)		(16)
Benefit plans	2		1
Amortization of financing costs and premium on acquired debt	1		2
Deferred income taxes	22		(2)
Changes in assets and liabilities:
Decrease in receivables	316		62
Increase in merchandise inventories	(421)		(198)
Increase in prepaid expenses and other current assets	(84)		(68)
Increase in merchandise accounts payable	534		242
Decrease in accounts payable and accrued liabilities	(297)		(344)
Increase in current income taxes	3		25
Change in other assets and liabilities	(39)		(45)
Net cash provided (used) by operating activities	292		(64)
Cash flows from investing activities:
Purchase of property and equipment	(88)		(100)
Capitalized software	(89)		(77)
Proceeds from disposition of assets, net	25		38
Other, net	3		6
Net cash used by investing activities	(149)		(133)
Cash flows from financing activities:

Debt issuance costs	—		(6)
Debt repaid	(1)		(1)

Dividends paid	(50)		(51)
Increase (decrease) in outstanding checks	7		(23)
Acquisition of treasury stock	(51)		(97)
Net cash used by financing activities	(95)		(178)
Net increase (decrease) in cash, cash equivalents and restricted cash	48		(375)
Cash, cash equivalents and restricted cash beginning of period	1,249		1,310


	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)


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


	2026		2025
Net cash provided (used) by operating activities	$	292	$	(64)
Net cash used by investing activities	(149)		(133)
Net cash used by financing activities	(95)		(178)


	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


	13 Weeks Ended May 2, 2026
	(in millions)
Net sales	$	177
Consignment commission income (a)	695
Other revenue	33
Cost of sales	(86)
Operating loss	(335)
Loss before income taxes (b)	(110)
Net loss	(14)


	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 May 2, 2026				13 Weeks Ended May 3, 2025
	Net Income		Diluted Earnings Per Share		Net Income		Diluted Earnings Per Share
	(millions, except per share figures)
As reported	$	63	$	0.23	$	38	$	0.13
Loss on extinguishment of debt	—		—		3		0.01
Benefit plan income, net	(6)		(0.02)		(4)		(0.01)

Impairment, restructuring and other (benefits) costs	(17)		(0.06)		7		0.03
Gains on sale of real estate	(15)		(0.05)		(16)		(0.06)
Income tax impact of items noted above	10		0.03		3		0.01
As adjusted to exclude items above	$	35	$	0.13	$	31	$	0.11


	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)
February 1, 2026 - February 28, 2026	7	$	19.78	—	1,124
March 1, 2026 - April 4, 2026	923	18.10		921	1,107
April 5, 2026 - May 2, 2026	1,720	19.36		1,720	1,074
	2,650	$	18.24	2,641








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 May 2, 2026, filed on June 4, 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)


	MACY'S, INC.

	By:	/s/ TRACY M. PRESTON
		Tracy M. Preston Chief Legal Officer and Corporate Secretary

	By:	/s/ PAUL GRISCOM
		Paul Griscom Senior Vice President and Controller

Date: June 4, 2026