UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 8, 2022 (March 7, 2022)

MACY'S, INC.

(Exact name of Registrant as Specified in its Charter)

151 West 34th Street, New York, New York 10001

(Address of Principal Executive Offices)

(212) 494-1621

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Item 8.01. Other Events.

On March 8, 2022, Macy’s, Inc. (“Macy’s”) released the results of the previously announced offer (the “Offer”) by Macy’s Retail Holdings, LLC, its wholly-owned subsidiary (the “Issuer”), to purchase any and all of its outstanding (i) 6.65% Senior Secured Debentures due 2024, (ii) 6.7% Senior Secured Debentures due 2028, (iii) 8.75% Senior Secured Debentures due 2029, (iv) 7.875% Senior Secured Debentures due 2030, (v) 6.9% Senior Secured Debentures due 2032 and (vi) 6.7% Senior Secured Debentures due 2034 (collectively, the “Second Lien Notes”). The Offer expired on March 7, 2022 (the “Expiration Date”). The Offer constitutes a “Collateral Offer” under the indenture governing the Second Lien Notes.

The settlement date for Second Lien Notes validly tendered and not validly withdrawn at or prior to the Expiration Date and accepted for purchase will be March 8, 2022 (the “Settlement Date”). The Issuer intends to fund the Offer with available cash on hand.

Pursuant to the indenture governing the Second Lien Notes, following payment of the total consideration on the Settlement Date, the liens upon the collateral securing the Second Lien Notes that remain outstanding after the Offer will be automatically released on the Settlement Date and such collateral will no longer secure such Second Lien Notes or any obligations under the indenture with respect to such Second Lien Notes, and the right of the holders of the Second Lien Notes and such obligations to the benefits and proceeds of any such liens on the collateral will terminate and be discharged automatically and unconditionally with respect to such Second Lien Notes.

This Current Report is neither an offer to purchase nor a solicitation of an offer to sell any Second Lien Notes. The Offer was made only pursuant to a separate offer to purchase.

On March 8, 2022, Macy’s issued a press release releasing the results of the Offer.  A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

MACY'S, INC.

SIGNATURE

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 hereunto duly authorized.