m-20260801

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 August 1, 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 August 29, 2026
Common Stock, $.01 par value per share						261,176,646 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	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28
Item 4.	Controls and Procedures	28
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	29
Item 1A.	Risk Factors	29
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	29
Item 5.	Other Information	29
Item 6.	Exhibits	31
SIGNATURES		32

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				26 Weeks Ended
	August 1, 2026		August 2, 2025		August 1, 2026		August 2, 2025
Net sales	$	4,866	$	4,812	$	9,548	$	9,411
Other revenue	193		187		403		380
Total revenue	5,059		4,999		9,951		9,791

Cost of sales	(2,848)		(2,900)		(5,708)		(5,695)
Selling, general and administrative expenses	(1,960)		(1,944)		(3,911)		(3,856)
Gains on sale of real estate	9		16		23		32
Impairment, restructuring and other (costs) benefits	(16)		(22)		1		(30)
Operating income	244		149		356		242
Benefit plan income, net	6		4		12		8

Interest expense, net	(23)		(25)		(48)		(51)

Loss on extinguishment of debt	—		(13)		—		(17)
Income before income taxes	227		115		320		182
Federal, state and local income tax expense	(58)		(28)		(88)		(58)
Net income	$	169	$	87	$	232	$	124
Basic earnings per share	$	0.64	$	0.32	$	0.88	$	0.45
Diluted earnings per share	$	0.62	$	0.31	$	0.85	$	0.44

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

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MACY’S, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(millions)


	13 Weeks Ended				26 Weeks Ended
	August 1, 2026		August 2, 2025		August 1, 2026		August 2, 2025
Net income	$	169	$	87	$	232	$	124


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	2		1		3		1

Tax effect related to items of other comprehensive income	—		(1)		(1)		(1)
Total other comprehensive income, net of tax effect	2		—		2		—
Comprehensive income	$	171	$	87	$	234	$	124

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

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MACY’S, INC.

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(millions)


	August 1, 2026		January 31, 2026		August 2, 2025
ASSETS
Current Assets:
Cash and cash equivalents	$	1,294	$	1,246	$	829
Receivables	236		628		211
Merchandise inventories	4,449		4,412		4,342
Prepaid expenses and other current assets	410		387		430
Income taxes receivable	—		—		13
Total Current Assets	6,389		6,673		5,825
Property and Equipment - net of accumulated depreciation and amortization of $4,498, $4,255 and $4,396	4,565		4,743		4,903
Right of Use Assets	2,071		2,136		2,210
Goodwill	828		828		828
Other Intangible Assets – net	417		420		423
Other Assets	1,456		1,438		1,362
Total Assets	$	15,726	$	16,238	$	15,551
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current Liabilities:
Short-term debt	$	—	$	—	$	194
Merchandise accounts payable	1,826		1,807		1,818
Accounts payable and accrued liabilities	2,150		2,615		2,195
Income taxes payable	43		71		12
Total Current Liabilities	4,019		4,493		4,219
Long-Term Debt	2,433		2,432		2,432
Long-Term Lease Liabilities	2,656		2,772		2,855
Deferred Income Taxes	828		805		723
Other Liabilities	862		876		871






Shareholders' Equity	4,928		4,860		4,451
Total Liabilities and Shareholders’ Equity	$	15,726	$	16,238	$	15,551

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

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MACY’S, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY

(Unaudited)

(millions)


	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
Net income					169						169
Other comprehensive income									1		1
Common stock dividends ($0.1915 per share)			2		(51)						(49)
Stock repurchases							(50)				(50)
Stock-based compensation expense			18								18
Stock issued under stock plans			(5)				7				2
Balance at August 1, 2026	$	3	$	202	$	7,070	$	(1,957)	$	(390)	$	4,928

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

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MACY’S, INC.

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

(Unaudited)

(millions)


	Common Stock		Additional Paid-In Capital		Accumulated Equity		Treasury Stock		Accumulated Other Comprehensive Loss		Total Shareholders' Equity
Balance at February 1, 2025	$	3	$	300	$	6,499	$	(1,801)	$	(449)	$	4,552
Net income					38						38

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

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

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MACY’S, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(millions)


	26 Weeks Ended
	August 1, 2026		August 2, 2025
Cash flows from operating activities:
Net income	$	232	$	124
Adjustments to reconcile net income to net cash provided by operating activities:
Impairment, restructuring and other (benefits) costs	(1)		30

Depreciation and amortization	416		437
Stock-based compensation expense	32		28
Gains on sale of real estate	(23)		(32)
Benefit plans	3		1
Amortization of financing costs and premium on acquired debt	3		6
Deferred income taxes	22		(1)
Changes in assets and liabilities:
Decrease in receivables	382		92
(Increase) decrease in merchandise inventories	(37)		123
Increase in prepaid expenses and other current assets	(28)		(54)
Increase (decrease) in merchandise accounts payable	47		(35)
Decrease in accounts payable and accrued liabilities	(389)		(405)
(Decrease) increase in current income taxes	(17)		9
Change in other assets and liabilities	(56)		(68)
Net cash provided by operating activities	586		255
Cash flows from investing activities:
Purchase of property and equipment	(153)		(179)
Capitalized software	(171)		(164)
Proceeds from disposition of assets, net	35		75
Other, net	3		6
Net cash used by investing activities	(286)		(262)
Cash flows from financing activities:
Debt issued	—		500
Debt issuance costs	—		(13)
Debt repaid	(2)		(651)
Debt repurchase premium and expenses	—		(11)
Dividends paid	(101)		(100)
Decrease in outstanding checks	(47)		(47)
Acquisition of treasury stock	(104)		(149)
Issuance of common stock, net	3		—
Net cash used by financing activities	(251)		(471)
Net increase (decrease) in cash, cash equivalents and restricted cash	49		(478)
Cash, cash equivalents and restricted cash beginning of period	1,249		1,310
Cash, cash equivalents and restricted cash end of period	$	1,298	$	832
Supplemental cash flow information:
Interest paid	$	71	$	113
Interest received	29		27
Income taxes paid, net of refunds received	83		50
Restricted cash, end of period	4		3

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

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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 August 1, 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 January 31, 2026 (the "2025 10-K"). The accompanying Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and notes thereto in the 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 26 weeks ended August 1, 2026 and August 2, 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 26 weeks ended August 1, 2026 and August 2, 2025 (which do not include the holiday season) are not necessarily indicative of such results for the full fiscal year.

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 26 weeks ended August 1, 2026 and August 2, 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 are included in the computation of net periodic benefit cost and are included in benefit plan income, net on the Consolidated Statements of Income. See Note 5, "Retirement Plans," for further information.

Recent Accounting Pronouncements

In November 2024, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("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.

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MACY'S, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Unaudited)

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 Accounting Standards Codification ("ASC") 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 became effective for the Company beginning in the fiscal year ending January 30, 2027. The Company did not elect to use the practical expedient.

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 ASC 350-40, "Internal-Use Software" ("ASC 350-40"). The amendments also supersede the guidance on website development costs in ASC 350-50 and relocate that guidance, along with recognition requirements for development costs specific to websites, 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.

In May 2026, the FASB issued ASU 2026-02, "Environmental Credits and Environmental Credit Obligations (Topic 818)" ("ASU 2026-02"), which establishes recognition, measurement, presentation and disclosure requirements for environmental credits and environmental credit obligations. ASU 2026-02 requires disclosures regarding the nature of environmental credits, including how they are obtained and intended to be used, related accounting policies, significant estimates and judgments, the current and noncurrent balances of compliance and noncompliance environmental credits, and any related voluntary credit or impairment expenses. The guidance applies to entities that generate, purchase, receive, or hold environmental credits, as well as entities with regulatory compliance obligations that may be settled using such credits. ASU 2026-02 is effective for the Company beginning in the fiscal year ending February 3, 2029. The Company is currently evaluating the impacts of adoption of ASU 2026-02 on the Consolidated Financial Statements.

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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
	August 1, 2026					August 2, 2025
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and average number of shares outstanding	$	169			262.8	$	87			271.0
Shares to be issued under deferred compensation and other plans					0.8					0.8
	$	169			263.6	$	87			271.8
Basic earnings per share			$	0.64				$	0.32
Effect of dilutive securities:
Restricted stock units					8.3					4.1
	$	169			271.9	$	87			275.9
Diluted earnings per share			$	0.62				$	0.31

	26 Weeks Ended
	August 1, 2026					August 2, 2025
	Net Income				Shares	Net Income				Shares
	(millions, except per share data)
Net income and average number of shares outstanding	$	232			263.2	$	124			273.8
Shares to be issued under deferred compensation and other plans					0.8					0.9
	$	232			264.0	$	124			274.7