Macy's, Inc.

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

On December 8, 2025, Macy's, Inc. (the "Company") entered into a compensatory agreement (the "Agreement") with Adrian V. Mitchell, the former Chief Operating Officer and Chief Financial Officer of the Company. Under the terms of the Agreement, the Company will provide Mr. Mitchell with a cash payment of $2.7 million to finalize his separation compensation arrangement with the Company and its subsidiaries. The Agreement includes a release of claims by the parties and release of Mr. Mitchell's obligations under the remaining term of his non-competition agreement with the Company.