Macy's Amends 10-Q to Correct CFO Name in Certifications

Ticker: M · Form: 10-Q/A · Filed: Sep 12, 2025 · CIK: 794367

Sentiment: neutral

Topics: Macy's, 10-Q/A, SEC Filing, CFO Certification, Regulatory Compliance, Retail, Corporate Governance

Related Tickers: M

TL;DR

**Macy's 10-Q/A is a non-event, just a clerical fix for the CFO's name, so don't expect any market-moving news here.**

AI Summary

Macy's, Inc. filed an Amendment No. 1 on Form 10-Q/A on September 12, 2025, solely to correct the name of its Chief Financial Officer in the certifications (Exhibits 31.2 and 32.2) attached to the original Quarterly Report on Form 10-Q for the period ended August 2, 2025. The original 10-Q was filed on September 10, 2025. This amendment explicitly states that no other changes were made to the original filing, and it does not reflect any events subsequent to the original filing date. The company's common stock, with a $.01 par value per share, had 268,505,751 shares outstanding as of August 30, 2025. Macy's is classified as a Large Accelerated Filer and is not a shell company. The filing also references an Indenture dated July 29, 2025, related to Macy's Retail Holdings, LLC's 7.375% Senior Notes due 2033. The amendment was signed by Tracy M. Preston, Chief Legal Officer and Corporate Secretary, and Paul Griscom, Senior Vice President and Controller.

Why It Matters

This amendment, while minor in scope, is crucial for regulatory compliance and investor confidence, ensuring that all required certifications are accurately attributed to the correct executive. For investors, it reinforces the company's commitment to transparent and accurate financial reporting, even for seemingly small details. In a competitive retail landscape, maintaining strict adherence to SEC regulations helps Macy's uphold its reputation. Employees and customers are indirectly impacted by the company's operational integrity, which is underscored by diligent regulatory filings.

Risk Assessment

Risk Level: low — The risk level is low because this 10-Q/A filing explicitly states its sole purpose is to correct the Chief Financial Officer's name in certifications, with 'No other changes have been made to the Original Form 10-Q.' This indicates no new financial or operational risks are being disclosed or altered.

Analyst Insight

Investors should view this filing as a routine administrative correction with no material impact on Macy's financial health or strategic direction. No immediate action is required based on this amendment; focus remains on the substantive information in the original 10-Q.

Key Numbers

Key Players & Entities

FAQ

Why did Macy's file a 10-Q/A on September 12, 2025?

Macy's, Inc. filed the 10-Q/A on September 12, 2025, solely to correct the name of its Chief Financial Officer in the certifications (Exhibits 31.2 and 32.2) attached to the original Quarterly Report on Form 10-Q for the period ended August 2, 2025.

What was the specific error corrected in Macy's 10-Q/A?

The specific error corrected in Macy's 10-Q/A was the incorrect statement of the Chief Financial Officer's name in the CFO Certifications (Exhibits 31.2 and 32.2) that were part of the Original Form 10-Q filed on September 10, 2025.

Were there any other changes made to Macy's original 10-Q in this amendment?

No, the filing explicitly states that 'No other changes have been made to the Original Form 10-Q.' This Amendment No. 1 was filed for the sole purpose of revising the CFO certifications.

Who signed Macy's 10-Q/A filing?

Macy's 10-Q/A filing was signed by Tracy M. Preston, Chief Legal Officer and Corporate Secretary, and Paul Griscom, Senior Vice President and Controller, on September 12, 2025.

What is the number of shares outstanding for Macy's common stock?

As of August 30, 2025, the number of shares outstanding for Macy's Common Stock, $.01 par value per share, was 268,505,751 shares.

What is Macy's classification as an SEC filer?

Macy's, Inc. is classified as a Large Accelerated Filer, as indicated by the check mark in the filing.

Does this 10-Q/A reflect events after the original filing date?

No, the amendment explicitly states that it 'does not reflect events that may have occurred subsequent to the original filing date and does not modify or update any disclosures made in the Original Form 10-Q.'

What is the interest rate and due date for Macy's Retail Holdings, LLC's Senior Notes?

Macy's Retail Holdings, LLC has 7.375% Senior Notes due in 2033, as referenced by the Indenture dated July 29, 2025.

What is the significance of the Sarbanes-Oxley Act in this filing for Macy's?

The Sarbanes-Oxley Act (Section 906) requires certifications from executives, and this 10-Q/A specifically amends the Chief Financial Officer's certification under this act, ensuring compliance with corporate governance standards.

How should investors interpret this specific Macy's 10-Q/A filing?

Investors should interpret this Macy's 10-Q/A as a minor administrative correction to ensure regulatory accuracy, with no material impact on the company's financial performance, operational outlook, or investment thesis. The focus should remain on the substantive content of the original 10-Q.

Industry Context

Macy's operates in the highly competitive retail sector, facing challenges from e-commerce giants and changing consumer preferences. The sector is characterized by significant promotional activity, inventory management complexities, and the need for continuous investment in digital capabilities and customer experience.

Regulatory Implications

As a large accelerated filer, Macy's is subject to rigorous SEC reporting requirements, including the Sarbanes-Oxley Act. The amendment itself highlights the importance of accurate executive certifications and adherence to filing deadlines to maintain compliance and investor confidence.

What Investors Should Do

  1. Review original Form 10-Q for substantive financial and operational details.
  2. Note the existence of the 7.375% Senior Notes due 2033.
  3. Monitor future filings for operational and financial performance updates.

Key Dates

Glossary

Form 10-Q/A
An amended quarterly report filed with the SEC to correct or supplement information in a previously filed Form 10-Q. (This filing is an amendment to a previous 10-Q, indicating a correction was made.)
Large Accelerated Filer
A filer that meets certain public float and filing history requirements, subject to more stringent SEC reporting rules. (Macy's Inc. is classified as such, indicating its size and reporting obligations.)
Shell Company
A company with no or nominal operations and minimal assets, often used for the purpose of 'inverting' or acquiring an existing company. (Macy's Inc. is explicitly stated as not being a shell company, confirming its operational status.)
Indenture
A formal legal agreement, contract, or document that outlines the terms and conditions of a bond or other debt issuance. (References the specific agreement governing Macy's Retail Holdings, LLC's Senior Notes.)
Senior Notes
A type of debt security that has a higher priority claim on the issuer's assets than subordinated debt in the event of bankruptcy or liquidation. (Details a specific debt instrument issued by a subsidiary of Macy's.)
Sarbanes-Oxley Act (SOX)
A federal law that mandates certain practices in financial and accounting information disclosure and transparency. (The amendment includes certifications required by SOX, highlighting compliance requirements.)
iXBRL
Inline eXtensible Business Reporting Language, a standard for tagging financial data to make it machine-readable. (Indicates that the financial statements are provided in a digital, structured format for easier analysis.)

Year-Over-Year Comparison

This filing is an amendment to a previous 10-Q and does not contain new financial data or reflect subsequent events. Therefore, a comparison of key metrics to a prior year or period is not possible based on this specific amendment. The amendment's purpose was solely to correct the Chief Financial Officer's name in the certifications of the original filing dated September 10, 2025.

Filing Stats: 897 words · 4 min read · ~3 pages · Grade level 11.8 · Accepted 2025-09-12 16:05:10

Filing Documents

- OTHER INFORMATION

PART II - OTHER INFORMATION

Exhibits

Item 6. Exhibits. 4.1 Indenture, dated as of July 29, 2025, by and among Macy's Retail Holdings, LLC, as issuer, Macy's, Inc., as guarantor, and U.S. Bank Trust Company, National Association, as trustee, relating to Macy's Retail Holdings, LLC's 7.375% Senior Notes due 2033 (incorporated by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed July 29, 2025) 22 List of Subsidiary Guarantors 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* C ertification 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 August 2, 2025, filed on September 10, 2025, 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) ________________________ *Revised Certifications filed herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. 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: September 12, 2025

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