Macy's, Inc.

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☐ Preliminary Proxy Statement ☐ Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12

​ Macy's, Inc. (Name of Registrant as Specified In Its Charter) (Name of Person(s) Filing Proxy Statement if Other than the Registrant) Payment of Filing Fee (Check all boxes that apply): ​

☒ No fee required ☐ Fee paid previously with preliminary materials ☐ Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 ​ ​ ​

​ TONY SPRING Chairman and Chief Executive Officer

​ On behalf of the Board of Directors and all our colleagues, thank you for your investment and continued confidence in Macy's, Inc. Fiscal 2025 marked the second year of our Bold New Chapter strategy and one in which we made meaningful progress positioning Macy's, Inc. for long-term growth. Our strategy, culture, and execution came together to deliver enhanced experiences for our customers. We sustained momentum across our nameplates during the year, led by our go ‑ forward business. As we look to the future, we are energized about the opportunities in front of us and committed to creating sustainable, profitable growth and greater value for shareholders for years to come. Bold New Chapter Momentum and Impact. In 2025, we returned to positive annual comparable sales growth enterprise-wide. The fundamental changes we are making continue to resonate with customers and support a healthier overall business. Our strategic initiatives are driving broad-based operational and financial improvements across all three pillars of our strategy: strengthening and reimagining the Macy's nameplate, accelerating luxury growth, and simplifying and modernizing end-to-end operations. During 2025, our Macy's go-forward business delivered three consecutive quarters of comparable sales growth, fueled by our Reimagine 125 stores and strength in digital. Ongoing investment in the customer experience, the sharpening of our brand curation, and a modernized macys.com contributed to record annual Net Promoter Scores at Macy's. We delivered outsized comparable sales (1) growth at Bloomingdale's, which grew 7.4% in 2025, reflecting its focus on relevant merchandise, customer service and its ambition to be the local market leader. At Bluemercury, we are capitalizing on our leadership position in the luxury beauty and skincare market through elevated, omnichannel engagement, driven primarily by dermatological skincare and expanded brand partnerships. And we reached a key milestone in our end to end journey with the opening of our new China Grove distribution center, a state of the art facility that uses automation, robotics, and AI to streamline operations, improve customer service, and reduce cost to serve. Our Board. The Board works in close collaboration with management to oversee execution of our strategy, enterprise risk management, corporate governance policies, and human capital management. Our directors are deeply engaged and bring relevant experience in areas essential to our business, including finance, retail, technology, real estate, and sales and marketing. The average tenure of our nominees is 5.9 years, reflecting our ongoing commitment to Board refreshment and ensuring the right skills for the work underway and the direction we are heading. ​

Looking Ahead. Our commitment to the Bold New Chapter is steadfast. Building upon the work of the past two years, in 2026 we will continue to execute against our strategic priorities to deliver faster, more reliable operations across the business. Our multi-brand, multi-category, omni-channel operating model is resonating, and we will continue to keep our finger on the pulse of what customers want to see and experience at each of our nameplates. Our solid balance sheet and free cash flow generation provide flexibility to invest in long ‑ term growth opportunities while maintaining a disciplined approach to returning cash to shareholders through a consistent dividend and share repurchases. In 2025, we returned $447 million to shareholders, including $197 million in cash dividends and $250 million in share buybacks, reflecting our continued focus on balanced capital allocation. Since reinstating our regular dividend in 2021, we've raised the annual payout by approximately 27%. Indeed, Macy's, Inc. is positioned to deliver for our shareholders, colleagues, and customers, and we look forward to keeping you updated on our progress as we move ahead. Annual Meeting. You are invited to attend our Annual Meeting of Shareholders, which will be conducted virtually via live webcast on Friday, May 15, 2026 at 10:00 a.m., Eastern Time. ​ ​ Sincerely, ​ ​ ​

​ ​ Tony Spring ​ ​ Chairman and Chief Executive Officer ​ ​ March 31, 2026

(1) All references to comparable sales are on an owned + licensed + marketplace basis.

​ Notice of the 2026 Annual Meeting of Shareholders WHEN ​ ​ WHERE ​ ​ RECORD DATE ​ May 15, 2026 10:00 a.m. Eastern Time ​ ​ The Annual Meeting will be held virtually via live webcast and can be accessed online at www.virtualshare holdermeeting.com/M2026 ​ ​ Shareholders of record at the close of business on March 19, 2026 are entitled to notice of, and to attend and vote during the Annual Meeting

ITEMS OF BUSINESS ​ ​ 1 Election of director nominees ​ 2 Ratification of the appointment of independent registered public accounting firm ​ 3 Advisory vote to approve named executive officer compensation ​ 4 Approval of the amendment and restatement of the Macy's, Inc. 2024 Equity and Incentive Compensation Plan ​

​ PROXY VOTING FOR REGISTERED HOLDERS (shares are held in your own name)

www.virtualshare holdermeeting.com/ M2021 ​

​ Macy's, Inc. c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 ​

Over the Internet during the Annual Meeting at www.virtualshare holdermeeting.com/ M2026 by telephone 24/7 at 1 (800) 690-6903 over the Internet 24/7 at www.proxyvote.com by mailing your completed proxy to: Macy's, Inc. c/o Broadridge 51 Mercedes Way Edgewood, NY 11717 by scanning the QR code with your mobile device

​ ​ If your shares are held in "street name" with a broker or similar party, you have a right to direct that organization on how to vote the shares held in your account. You can vote by signing, dating, completing and returning your voting instruction form by mail in the postage-paid envelope provided, or by following the instructions for voting via telephone or the internet set forth on the voting instruction form. Street name holders may vote online during the Annual Meeting only if they submit a legal proxy from their bank, broker or other nominee. If you are a participant in our 401(k) Retirement Investment Plan, you may attend and participate in the Annual Meeting, but you will not be able to vote the shares held in this plan electronically during the Annual Meeting. You must vote in advance of the Annual Meeting online, by phone, or by mail. ​

Whether or not you plan to attend the Annual Meeting, we urge you to vote your shares by completing, signing, dating and returning your proxy card or voting instruction form promptly, or by voting by telephone or over the Internet, following the instructions set forth on the proxy card or voting instruction form.

Virtual Annual Meeting Participation Any shareholder of record can attend and participate in the Annual Meeting live via the Internet at www.virtualshareholdermeeting.com/M2026. You will need the 16-digit control number shown on your Notice of Internet Availability of Proxy Materials (or on your proxy card or voting instruction card if you receive printed proxy materials) to vote and submit questions in advance of or during the Annual Meeting. Beneficial holders need to obtain and submit a legal proxy from their bank, broker or other nominee in order to vote at the Annual Meeting. Additional information on how you can attend and participate in the virtual Annual Meeting is set forth under "Information About the Annual Meeting" in the accompanying proxy statement. ​

​ ​ Tracy M. Preston ​ ​ Chief Legal Officer and Corporate Secretary ​ ​ 151 West 34 th Street New York, New York 10001 March 31, 2026 ​ ​

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 15, 2026. The Notice of Annual Meeting of Shareholders, Proxy Statement and Annual Report on Form 10-K for the year ended January 31, 2026 are available at www.proxyvote.com and www.macysinc.com. Proxy materials or a Notice of internet Availability of Proxy Materials are first being made available, released, or mailed to shareholders on March 31, 2026.

​ Voluntary Electronic Delivery of Proxy Materials We encourage our shareholders to enroll in voluntary e-delivery for future proxy materials. Electronic delivery is convenient and provides immediate access to these materials. This will help us save printing and mailing expenses and reduce our impact on the environment. Follow the simple instructions at www.proxyvote.com. ​ ​ ​

​ ​ ​ Forward Looking Statements ​ ​ Proxy Summary ​ 1 ITEM 1: Election of Directors ​ 4 Nominees for Election as Directors ​ 6 Corporate Governance ​ 16 Director Independence ​ 16 Board Leadership Structure ​ 17 Lead Independent Director ​ 17 Board Evaluations ​ 18 Succession Planning ​ 19 Board Risk Oversight ​ 19 Committees of the Board ​ 21 Director Nomination and Qualifications ​ 23 Director Skills Matrix ​ 26 Attendance at Board Meetings ​ 27 Shareholder Engagement ​ 27 Communications with the Board ​ 28 Retirement Policy ​ 28 Resignation Policy ​ 28 Corporate Governance Principles and Code of Business Conduct and Ethics ​ 29 Fiscal 2025 Director Compensation Program ​ 29 Director Compensation Program Review ​ 30 Fiscal 2025 Non-Employee Director Compensation Table ​ 30 Director Stock Ownership Guidelines ​ 31 Hedging/Pledging Policy ​ 32 Insider Trading Policy ​ 32 ITEM 2: Ratification of the Appointment of Independent Registered Public Accounting Firm ​ 33 Fees Paid to Independent Registered Public Accounting Firm ​ 34 Policy and Procedures for Pre-Approval of Non-Audit Services by Outside Auditors ​ 35 Report of the Audit Committee ​ 37 ITEM 3 : Advisory Vote to Approve Named Executive Officer Compensation ​ 38

ITEM 4: Approval of the Amendment and Restatement of the Macy's, Inc. 2024 Equity and Incentive Compensation Plan ​ 40 Compensation Committee Report ​ 56 Compensation Discussion & Analysis ​ 57 Our Named Executive Officers ​ 57 Executive Summary ​ 58 2025 Compensation Program Design Highlights ​ 60 Our Results ​ 60 Executive Compensation Practices ​ 63 The Key Elements of Executive Compensation ​ 64 How We Determine Executive Compensation ​ 69 How We Set Executive Compensation ​ 70 Executive Compensation Governance ​ 71 Non-GAAP Metrics ​ 73 Compensation of the Named Executive Officers for 2025 ​ 75 2025 Summary Compensation Table ​ 75 Plan-Based Awards ​ 77 Post Retirement Compensation ​ 81 Potential Payments Upon Termination or Change in Control ​ 84 Change-in-Control Arrangements Specifically Triggered by Board Turnover ​ 89 Compensation Risk Assessment ​ 90 CEO Pay Ratio ​ 90 Pay Versus Performance ​ 91 Recovery of Erroneously Awarded Compensation ​ 92 Stock Ownership ​ 93 Certain Beneficial Owners ​ 93 Stock Ownership of Directors and Executive Officers ​ 94 Policy on Related Person Transactions ​ 96 Information About the Annual Meeting ​ 98 Submission of Future Shareholder Proposals ​ 103 Other Matters ​ 104 Appendix A - Macy's, Inc. 2024 Equity and Incentive Compensation Plan, as amended and restated ​ 105

Proxy Summary We are providing the enclosed proxy materials in connection with the solicitation by the board of directors (the Board) of Macy's, Inc. (Macy's or the Company) of proxies to be voted at the Annual Meeting of Shareholders to be held on May 15, 2026 (the Annual Meeting). We began giving these proxy materials to our shareholders on March 31, 2026. This summary highlights certain information contained elsewhere in our proxy statement. This summary does not contain all the information you should consider. You should read the entire proxy statement carefully before voting. Voting Matters ​

ITEMS ​ BOARD'S RECOMMENDATION SEE PAGE 1 Election of director nominees FOR each nominee 4 2 Ratification of the appointment of independent registered public accounting firm FOR 33 3 Advisory vote to approve named executive officer compensation FOR 38 4 Approval of the amendment and restatement of the Macy's, Inc. 2024 Equity and Incentive Compensation Plan FOR 40

​ Corporate Governance Highlights We believe that good governance is integral to achieving long-term shareholder value. We are committed to governance policies and practices that serve the interests of the Company and our shareholders. Our corporate governance policies and practices include: ​

9 of 10 Director nominees are independent ​ Lead independent director ​

Annual Board and Committee evaluations ​ Majority voting in uncontested director elections ​

Annual election of all directors ​ No shareholder rights plan ​

Board and Committee oversight of risk ​ Policy prohibiting pledging and hedging ownership of Macy's stock ​

Confidential shareholder voting policy ​ Proxy access ​

Director resignation policy ​ Regular executive sessions of independent directors ​

Director retirement policy ​ Share ownership guidelines for directors and executive officers ​

Independent Board Committees ​ One share, one vote policy ​

Macy's Nominees for Director The following tables provide summary information (as of March 19, 2026) about Macy's director nominees. The Board unanimously recommends that you vote "FOR" each of our Board's director nominees: ​

​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DIRECTOR PRINCIPAL ​ OTHER CURRENT PUBLIC COMPANY KEY COMMITTEE MEMBERSHIP ​ NAME/AGE EXPERIENCE SINCE OCCUPATION INDEPENDENT BOARDS A CMD F NCG

2022 President, Mitchell & Ness Nostalgia Co. ✓ 0 ​ ​

Torrence N. Boone (56) ● Senior Leadership

2019 Vice President, Global Client Partnerships, Google LLC ✓ 0 ​ ​

2022 Former President and CEO, Charles Schwab Investment Management, Inc. ✓ 2 ​ ​