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): August 3, 2021

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).

The information set forth in Item 2.04 of this Current Report on Form 10-K is incorporated herein by reference.

On August 3, 2021, Macy’s, Inc. (the “Company”) issued an irrevocable notice of redemption to redeem in full its outstanding 8.375% Senior Secured Notes due 2025 (the “Notes”) in the aggregate principal amount of $1,300,000,000, which are governed by the Indenture dated as of June 8, 2020 (the “Indenture”) among the Company, as issuer, the guarantors party thereto and U.S. Bank National Association, as trustee and collateral trustee. The redemption date will be August 17, 2021 (the “Redemption Date”) and the redemption price will be equal to 100% of the principal amount of the Notes being redeemed plus the Applicable Premium (as defined in the Indenture) as of, and accrued and unpaid interest, if any, to but excluding, the Redemption Date. Upon the redemption by the Company of the Notes, the Indenture will be discharged and cease to be of further effect except as to rights thereunder.  The Company expects to record a pre-tax charge primarily related to the recognition of the redemption premium and other costs of approximately $185 million in the fiscal third quarter.

Item 7.01.Regulation FD Disclosure.

On August 3, 2021, the Company issued a press release announcing the redemption of the Notes, a copy of which is furnished with this Current Report on Form 8-K as Exhibit 99.1.

The information furnished herewith pursuant to this Item 7.01 of this Current Report on Form 8-K shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement or other document under the Securities Act of 1933, as amended or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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.