Macy's, Inc.

UNITED STATES

SECURITIES AND EXCHANGE

COMMISSION

WASHINGTON, DC 20549

SCHEDULE 14A

(RULE 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934 (Amendment No. _)

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Macy’s, Inc.

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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.

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

Notice of the 2026 Annual Meeting of Shareholders

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

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.

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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.

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IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALSFOR 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 yearended 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 toshareholders 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 atwww.proxyvote.com.