Table of Contents

MACY'S, INC.

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

For purposes of the following discussion, all references to "third quarter of 2025" and "third quarter of 2024" are to the Company's 13-week fiscal periods ended November 1, 2025 and November 2, 2024, respectively. References to "2025" and "2024" are to the Company's 39-week fiscal periods ended November 1, 2025 and November 2, 2024, respectively.

The following discussion should be read in conjunction with the Consolidated Financial Statements and the related notes included elsewhere in this report, as well as the financial and other information included in the 2024 10-K. The following discussion contains forward-looking statements that reflect the Company's plans, estimates and beliefs. The Company's actual results could materially differ from those discussed in these forward-looking statements. Factors that could cause or contribute to those differences include, but are not limited to, those discussed below and elsewhere in this report (particularly in "Risk Factors" and in "Forward-Looking Statements") and in the 2024 10-K (particularly in "Risk Factors" and in "Forward-Looking Statements"). This discussion includes Non-GAAP financial measures. For information about these measures, see the disclosure under the caption "Important Information Regarding Non-GAAP Financial Measures".

Quarterly Overview and Company Strategy

The Company is in its second year of the execution of its strategy, A Bold New Chapter, which firmly places energy and focus on the needs of our customer and is centered on an enhanced omni-channel shopping experience across all three of our nameplates. This strategy prioritizes improving the shopping environment and elevating the customer experience, while closing underproductive Macy's stores to focus resources and investments on its go-forward enterprise. During the third quarter of 2025, the Company continued to make progress on the three pillars within the Bold New Chapter strategy, as follows:

•.Strengthen and Reimagine the Macy's nameplate

◦Reimagine 125 Locations: In early February 2025, we overlaid successful initiatives from the First 50 locations to an additional 75 stores for a total of 125 reimagined Macy's locations. The additional 75 stores have continued emphasis on customer experience, and build on learnings from the first year of our Bold New Chapter strategy. The Reimagine 125 locations continued to outperform the rest of the Macy's fleet in the third quarter of 2025. These locations are now better organized, easier to shop and have a more compelling visual presentation. Within each category we are driving higher interest and engagement through increased differentiation. We are carving out floor space to leverage new trends while maintaining a presence in existing categories and brands.

◦Revitalize assortment: Our assortment matrix evolution continues to gain traction as we elevate our product curation to deliver a more compelling mix of newness and fashion. Our merchants continue to be focused on clarity of offering, enhanced variety and reduced redundancies. Our strong balance sheet, large addressable market, and loyal customer base are attractive differentiators to brands and partners. Recently, we introduced Rodd & Gunn, Reiss and Prada Beauty, and expanded Barbour, Mackenzie Childs and MFK. Our off-price concept, Backstage, and Macy's Marketplace remained strong. Backstage and Marketplace fill white space in our assortments and help us maintain loyal customers seeking more price and brand variety.

◦Customer Experience: Macy's delivered its highest third quarter net promoter score on record.

•.Accelerate luxury growth

◦Bloomingdale's: Bloomingdale's achieved its highest owned-plus-licensed-plus-marketplace ("O+L+M") comparable sales growth in 13 quarters and sequential improvement in its net promoter score. From a category perspective, ready-to-wear, men's apparel, fine jewelry, shoes and tabletop were standout contributors to this performance. We introduced a number of designer brands in the third quarter, including Totême, TWP, Zimmermann, Victoria Beckham, Christian Louboutin and Roger Vivier. Bloomingdale's is known for its special capsules and exclusive partnerships, which build brand excitement and support increased visits to our stores and online, and serves as a house of discovery, providing an experience that is vibrant, inviting, original and anchored on exceptional customer service.

◦Bluemercury: Bluemercury achieved another quarter of comparable sales growth. Results continued to be driven by dermatological skincare and expanded brand partnerships including Parfums de Marly, Byredo and Sisley-Paris.

•.Simplify and modernize end-to-end operations

◦Efforts to drive meaningful change for our customers, and operational and financial performance, continue to progress. We opened our new state-of-the-art fulfillment and store replenishment center, China Grove, which incorporates automation, robotics and artificial intelligence into our delivery ecosystem. The facility helps modernize and strengthen our supply chain and provides us the opportunity to increase accuracy and timeliness of deliveries and further reduce our delivery costs. Our end-to-end work gives us the ability to invest in our growth ambitions, while simplifying our business model.

MACY'S, INC.

Comparable sales highlights for the third quarter of 2025 versus the third quarter of 2024 related to components of A Bold New Chapter strategy are as follows:

•Macy's, Inc. comparable sales were up 2.5% on an owned basis and up 3.2% on an O+L+M basis.

◦Macy's, Inc. go-forward business comparable sales, inclusive of go-forward locations and digital across nameplates, were up 2.7% on an owned basis and up 3.4% on an O+L+M basis.

•The Company's nameplate highlights include:

◦Macy's comparable sales were up 1.4% on an owned basis and were up 2.0% on an O+L+M basis. Macy's go-forward business comparable sales, inclusive of Macy's go-forward locations and digital, were up 1.7% on an owned basis and up 2.3% on an O+L+M basis.

•Reimagine 125 locations comparable sales, included within Macy's go-forward business comparable sales, were up 2.3% on an owned basis and up 2.7% on an owned plus licensed basis.

◦Bloomingdale's comparable sales increased 8.8% on an owned basis and increased 9.0% on an owned-plus-licensed-plus-marketplace basis.

◦Bluemercury comparable sales increased 1.1% on an owned basis.

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MACY'S, INC.

Results of Operations

Comparison of the Third Quarter of 2025 and the Third Quarter of 2024

Third Quarter of 2025Third Quarter of 2024

Amount% to Net Sales% to Total RevenueAmount% to Net Sales% to Total Revenue

(dollars in millions, except per share figures)

Net sales$4,713 $4,742

Other revenue200 4.2 %161 3.4 %

Total revenue4,913 4,903

Cost of sales(2,855)(60.6)%(2,864)(60.4)%

Selling, general and administrative expenses(2,024)(41.2)%(2,064)(42.1)%

Gains on sale of real estate12 0.2 %66 1.3 %

Impairment, restructuring and other (costs) benefits(4)(0.1)%23 0.5 %

Operating income$42 0.9 %$64 1.3 %

Net income$11 $28

Diluted earnings per share$0.04 $0.10

Supplemental Financial Measures

Gross margin

$1,858 39.4 %$1,878 39.6 %

Increase (decrease) in comparable sales on an owned basis2.5 %(2.4)%

Supplemental Non-GAAP Financial Measures

Increase (decrease) in comparable sales on an O+L+M basis3.2 %(1.3)%

Adjusted diluted earnings per share$0.09 $0.04

Adjusted EBITDA$285 $273

Core adjusted EBITDA$273 $207

See pages 27 to 30 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.

Third Quarter of 2025Third Quarter of 2024

Net sales$4,713 $4,742

Increase (decrease) in comparable sales on an owned basis2.5 %(2.4)%

Increase (decrease) in comparable sales on an O+L+M basis3.2 %(1.3)%

Net sales for the third quarter of 2025 decreased $29 million, or 0.6%, compared to the third quarter of 2024. The decline was due to the closing of 64 non-go-forward locations last year, which contributed to approximately $160 million of the decline in net sales. Excluding the impact of these store closures, net sales grew 2.9%, which was driven by sales growth at all three nameplates. At Macy's, sequential improvement across all lines of business was realized in the third quarter of 2025, with fine jewelry and watches, handbags, men's career, and ready-to wear, outperforming the total Macy's comparable store sales, while active categories were softer compared to the third quarter of 2024.

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MACY'S, INC.

Third Quarter of 2025Third Quarter of 2024

$% to Net Sales$% to Net Sales

Credit card revenues, net$158 3.4 %$120 2.5 %

Macy's Media Network, net42 0.9 %41 0.9 %

Other revenue$200 4.2 %$161 3.4 %

The increase in other revenues compared to the third quarter of 2024 was due to a $38 million increase in credit card revenues which continued to be driven by a strong credit portfolio and active management of net credit loss. Macy's Media Network revenues were roughly flat to the third quarter of 2024.

Third Quarter of 2025Third Quarter of 2024

$% to Net Sales$% to Net Sales

Cost of sales$(2,855)60.6 %$(2,864)60.4 %

Gross margin$1,858 39.4 %$1,878 39.6 %

Gross margin rate declined 20 basis points in the third quarter of 2025 compared to the third quarter of 2024. This decline was driven by an approximate 50 basis point tariff impact, offset by tariff mitigation efforts and increases in traffic and AUR related to favorable inventory mix shift and positive customer response to newness in inventory classifications.

Third Quarter of 2025Third Quarter of 2024

SG&A expenses$(2,024)$(2,064)

As a percent to total revenue41.2 %42.1 %

Selling, general and administrative ("SG&A") expenses decreased $40 million, or 1.9%, in the third quarter of 2025 compared to the third quarter of 2024. During the third quarter of 2025, the Company continued to invest in its go-forward business, including Reimagine 125 locations and Bloomingdale's. These investments were offset by the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts. SG&A expenses as a percent to total revenue decreased 90 basis points in the third quarter of 2025, which was primarily due to revenue growth and increased expense control compared to the third quarter of 2024.

Third Quarter of 2025Third Quarter of 2024

Gains on sale of real estate$12 $66

Asset sale gains in both the third quarter of 2025 and the third quarter of 2024 primarily reflect the monetization of non-go-forward store locations.

Third Quarter of 2025Third Quarter of 2024

Net interest expense$(25)$(32)

The decrease in net interest expense, excluding loss on extinguishment of debt, in the third quarter of 2025 compared to the third quarter of 2024 was primarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and in the second quarter of 2025.

Third Quarter of 2025Third Quarter of 2024

Effective tax rate(120.0)%20.0 %

Federal income statutory rate21 %21 %

The income tax benefit of $6 million, or 120.0% of pretax income, for the third quarter of 2025 and expense of $7 million, or 20.0% of pretax income, for the third quarter of 2024, reflect a different effective tax rate as compared to the Company's federal income tax statutory rate of 21%. The income tax effective rates for the third quarter of 2025 and the third quarter of 2024 were impacted primarily by the recognition of return-to-provision adjustments associated with the filings of the Company's 2024 and 2023 U.S. federal income tax returns during each respective period, as well as the effect of state and local taxes.

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MACY'S, INC.

Comparison of the 39 Weeks Ended November 1, 2025 and November 2, 2024

39 Weeks Ended November 1, 202539 Weeks Ended November 2, 2024

Amount% to Net Sales% to Total RevenueAmount% to Net Sales% to Total Revenue

(dollars in millions, except per share figures)

Net sales$14,125 $14,525

Other revenue580 4.1 %474 3.3 %

Total revenue14,705 14,999

Cost of sales(8,550)(60.5)%(8,749)(60.2)%

Selling, general and administrative expenses(5,881)(40.0)%(5,948)(39.7)%

Gains on sale of real estate44 0.3 %103 0.7 %

Impairment, restructuring and other (costs) benefits(33)(0.2)%5 - %

Operating income$285 1.9 %$410 2.7 %

Net income$135 $240

Diluted earnings per share$0.48 $0.85

Supplemental Financial Measures

Gross margin$5,575 39.5 %$5,776 39.8 %

Increase (decrease) in comparable sales on an owned basis0.4 %(2.5)%

Supplemental Non-GAAP Financial Measures

Increase (decrease) in comparable sales on an O+L+M basis1.3 %(1.6)%

Adjusted diluted earnings per share$0.66 $0.84

Adjusted EBITDA$1,002 $1,074

Core adjusted EBITDA$958 $971

See pages 27 to 30 for reconciliations of the supplemental non-GAAP financial measures to their most comparable GAAP financial measure and for other important information.

20252024

Net sales$14,125 $14,525

Increase (decrease) in comparable sales on an owned basis0.4 %(2.5)%

Increase (decrease) in comparable sales on an O+L+M basis1.3 %(1.6)%

Net sales for 2025 decreased $400 million, or 2.8%, compared to 2024. The decline was mainly due to the closing of 64 non-go-forward locations last year, which contributed to approximately $490 million of the decline in net sales. Excluding the impact of these store closures, net sales increased 0.6%, driven by growth in Macy's Reimagine 125 locations and at Bloomingdale's and Bluemercury.

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MACY'S, INC.

20252024

$% to Net Sales$% to Net Sales

Credit card revenues, net$464 3.3 %$362 2.5 %

Macy's Media Network, net116 0.8 %112 0.8 %

Other revenue$580 4.1 %$474 3.3 %

The increase in other revenues included a $102 million increase in credit card revenues primarily due to higher profit share, reflecting both a strong credit portfolio and continued active management of net credit card loss. Macy's Media Network grew $4 million, or 4%, compared to 2024, driven by growth in advertiser spend.

20252024

$% to Net Sales$% to Net Sales

Cost of sales$(8,550)60.5 %$(8,749)60.2 %

Gross margin$5,575 39.5 %$5,776 39.8 %

Gross margin rate decreased 30 basis points in 2025 compared to 2024. The decrease in gross margin was primarily driven by proactive markdowns to maintain inventory health and the flow-through of product bought under the 145% China tariffs.

20252024

SG&A expenses$(5,881)$(5,948)

As a percent to total revenue40.0 %39.7 %

SG&A expenses decreased $67 million, or 1.1%, in 2025 compared to 2024 due to the net impact of the benefit from closed Macy's locations and ongoing cost containment efforts, partially offset by investments in its go-forward business, including Reimagine 125 locations and Bloomingdale's. The increase in SG&A expenses as a percent to total revenue in 2025 was due to a decline in net sales compared to 2024.

20252024

Gains on sale of real estate$44 $103

Asset sale gains in both 2025 and 2024 primarily reflect the monetization of non-go-forward store locations.

20252024

Net interest expense$(77)$(94)

The decrease in net interest expense, excluding loss on extinguishment of debt, in 2025 compared to 2024 was primarily driven by a decrease in interest expense as a result of the debt transactions that occurred in fiscal 2024 and the second quarter of 2025.

20252024

Effective tax rate27.8 %26.6 %

Federal income statutory rate21 %21 %

Income tax expense of $52 million and $87 million, or 27.8% and 26.6% of pretax income, for 2025 and 2024, respectively, reflect a different effective tax rate as compared to the Company's federal income tax statutory rate of 21%. The income tax effective rates for the 39 weeks ended November 1, 2025 and November 2, 2024 were impacted primarily by the effect of state and local taxes.

Liquidity and Capital Resources

The Company's principal sources of liquidity are cash from operations, cash on hand and the Amended & Extended ABL Credit Facility. Material contractual obligations arising in the normal course of business primarily consist of long-term debt and related interest payments, lease obligations, merchandise purchase obligations, retirement plan benefits, and self-insurance reserves. Merchandise purchase obligations represent future merchandise payables for inventory purchased from various suppliers through contractual arrangements and are expected to be funded through cash from operations.

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MACY'S, INC.

The Company believes that, assuming no change in its current business plan, its available cash, together with expected future cash generated from operations, the amount available under the Amended & Extended ABL Credit Facility, and credit available in the market, will be sufficient to satisfy its anticipated needs for working capital, capital expenditures, and cash dividends for at least the next twelve months and the foreseeable future thereafter.

Capital Allocation

The Company's capital allocation goals include maintaining a healthy balance sheet and investment-grade credit metrics to be best-positioned for access to bank and capital market funding under all economic scenarios, followed by investing in the business through initiatives to drive long-term profitable growth and returning capital to shareholders through dividends and share repurchases.

The Company ended the third quarter of 2025 with a cash and cash equivalents balance of $447 million, an increase of $132 million from $315 million at the end of the third quarter of 2024. The Company is party to an ABL Credit Facility with certain financial institutions providing for a $2,100 million asset-based credit facility. As of November 1, 2025, borrowing availability was $1,957 million, which reflects a $143 million reduction due to standby letters of credit outstanding.

20252024

Net cash provided (used) by operating activities$247 $(30)

Net cash used by investing activities(425)(455)

Net cash used by financing activities(683)(234)

Operating Activities

The net cash provided by operating activities in the current year versus cash used by operating activities in the prior year was primarily driven by decreased working capital requirements as a result of the implementation of our Bold New Chapter strategy as well as a decrease in cash taxes paid, net of refunds received.

Investing Activities

The Company's capital expenditures were $525 million in 2025 compared to $649 million in 2024. Capital expenditures in the current year are primarily focused on digital and technology investments as well as omni-channel capabilities.

Financing Activities

Dividends

The Company paid dividends totaling $149 million and $144 million in 2025 and 2024, respectively.

On October 24, 2025, the Company announced that its Board of Directors declared a regular quarterly dividend of 18.24 cents per share on its common stock, which will be paid on January 2, 2026, to shareholders of record at the close of business on December 15, 2025. Subsequent dividends will be subject to approval of the Board of Directors, which will depend on market and other conditions.

Stock Repurchases

On February 22, 2022, the Board of Directors authorized a $2,000 million share repurchase program, which does not have an expiration date. During 2025, the Company repurchased approximately 15.4 million shares of its common stock at an average cost of $13.05 per share on the open market under its share repurchase program. The Company did not repurchase any shares of its common stock during 2024. As of November 1, 2025, $1,174 million remained available under the authorization. Repurchases may be made from time to time in the open market or through privately negotiated transactions in accordance with applicable securities laws, including Rule 10b-18 under the Securities Exchange Act of 1934, on terms determined by the Company.

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MACY'S, INC.

Debt Transactions

The Company completed the following debt transactions in 2025:

•On April 9, 2025, the Company, entered into an amendment to its ABL Credit Facility which reduced the asset-based credit facility from $3,000 million to $2,100 million, extended the maturity date to April 2030 and maintained similar collateral support, but reduced commercial letter of credit fees and unused facility fees. The Company had no outstanding borrowings under the ABL Credit Facility as of November 1, 2025 and November 2, 2024.

•On July 29, 2025, the Company completed three debt transactions:

◦Issuance of $500 million aggregate principal amount of 7.375% senior unsecured notes due August 1, 2033. The Company used the net proceeds from the notes offering, together with cash on hand, to fund the tender offer and redemption described below,

◦Redemption of $393 million aggregate principal amount of senior notes and debentures, and

◦Completion of a tender offer in which $251 million aggregate principal amount of senior notes and debentures were tendered for early settlement. The total cash cost for the tender offer was $255 million.

•On August 28, 2025 the Company redeemed $194 million aggregate principal amount of senior notes and debentures, related to the July 29, 2025 debt transactions.

The Company recognized $33 million of losses related to the extinguishment of debt on the Consolidated Statements of Income in 2025.

The Company completed the following debt transactions in 2024:

•On September 18, 2024, the Company completed a tender offer in which $221 million aggregate principal amount of senior notes and debentures were tendered for early settlement. The total cash cost for the tender offer was $225 million and the Company recognized $1 million of losses on early retirement of debt.

Contractual Obligations

As of November 1, 2025, other than the financing transactions discussed in Note 4 to the accompanying Consolidated Financial Statements, there were no material changes to the Company's contractual obligations and commitments outside the ordinary course of business since February 1, 2025, as reported in the Company's 2024 Form 10-K.

Guarantor Summarized Financial Information

The Company had $1,941 million aggregate principal amount of senior unsecured notes and senior unsecured debentures (collectively the "Unsecured Notes") outstanding as of both November 1, 2025 and February 1, 2025 with maturities ranging from 2027 to 2043. The Unsecured Notes constitute debt obligations of Macy's Retail Holdings, LLC ("MRH" or "Subsidiary Issuer"), a 100%-owned subsidiary of Macy's, Inc. ("Parent" and together with the "Subsidiary Issuer," the "Obligor Group"), and are fully and unconditionally guaranteed on a senior unsecured basis by Parent. The Unsecured Notes rank equally in right of payment with all of the Company's existing and future senior unsecured obligations, senior to any of the Company's future subordinated indebtedness, and are structurally subordinated to all existing and future obligations of each of the Company's subsidiaries that do not guarantee the Unsecured Notes. Holders of the Company's secured indebtedness, including any borrowings under the ABL Credit Facility, will have a priority claim on the assets that secure such secured indebtedness; therefore, the Unsecured Notes and the related guarantees are effectively subordinated to all of the Subsidiary Issuer's and Parent and their subsidiaries' existing and future secured indebtedness to the extent of the value of the collateral securing such indebtedness.

The following tables include combined financial information of the Obligor Group. Investments in subsidiaries of $10,374 million and $9,905 million as of November 1, 2025 and February 1, 2025, respectively, have been excluded from the Summarized Balance Sheets. Equity in earnings of non-Guarantor subsidiaries of $321 million and $1,082 million for the 13 and 39 weeks ended November 1, 2025 have been excluded from the Summarized Statement of Operations. The combined financial information of the Obligor Group is presented on a combined basis with intercompany balances and transactions within the Obligor Group eliminated.

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MACY'S, INC.

Summarized Balance Sheets

November 1, 2025February 1, 2025

(in millions)

ASSETS

Current Assets$1,087 $1,160

Noncurrent Assets5,598 5,727

LIABILITIES

Current Liabilities$1,606 $1,744

Noncurrent Liabilities (a)7,243 6,493

(a)Includes net amounts due to non-Guarantor subsidiaries of $2 million and $1 million as of November 1, 2025 and February 1, 2025, respectively.

Summarized Statement of Operations

13 Weeks Ended November 1, 202539 Weeks Ended November 1, 2025

(in millions)

Net sales$165 $537

Consignment commission income (a)725 2,178

Other revenue40 103

Cost of sales(49)(203)

Operating loss(360)(1,073)

Loss before income taxes (b)(319)(641)

Net loss(197)(314)

(a)Income pertains to transactions with ABL Borrower, a non-Guarantor subsidiary.

(b)Includes $113 million and $633 million of dividend income from non-Guarantor subsidiaries for the 13 and 39 weeks ended November 1, 2025.

Important Information Regarding Non-GAAP Financial Measures

The Company reports its financial results in accordance with U.S. generally accepted accounting principles (GAAP). However, management believes that certain non-GAAP financial measures provide users of the Company's financial information with additional useful information in evaluating operating performance. Management believes that providing supplemental changes in comparable sales on an owned-plus-licensed basis and an owned-plus-licensed-plus-marketplace basis, which includes the impact of growth in comparable sales of departments licensed to third parties and marketplace sales, as applicable, assists in evaluating the Company's ability to generate sales growth, whether through owned businesses, departments licensed to third parties or marketplace sales, on a comparable basis, and in evaluating the impact of changes in the manner in which certain departments are operated. Earnings before interest, taxes, depreciation and amortization (EBITDA) is a non-GAAP financial measure which the Company believes provides meaningful information about its operational efficiency by excluding the impact of changes in tax law and structure, debt levels and capital investment. In addition, management believes that excluding certain items that are not associated with the Company's core operations and that may vary substantially in frequency and magnitude from period-to-period from net income (loss), diluted earnings (loss) per share and EBITDA provide useful supplemental measures that assist in evaluating the Company's ability to generate earnings and leverage sales, respectively, and to more readily compare these metrics between past and future periods. Management also believes that EBITDA, Adjusted EBITDA and Core Adjusted EBITDA are frequently used by investors and securities analysts in their evaluations of companies, and that such supplemental measures facilitate comparisons between companies that have different capital and financing structures and/or tax rates. The Company uses certain non-GAAP financial measures as performance measures for components of executive compensation.

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MACY'S, INC.

Non-GAAP financial measures should be viewed as supplementing, and not as an alternative or substitute for, the Company's financial results prepared in accordance with GAAP. Certain of the items that may be excluded or included in non-GAAP financial measures may be significant items that could impact the Company's financial position, results of operations or cash flows and should therefore be considered in assessing the Company's actual and future financial condition and performance. Additionally, the amounts received by the Company on account of sales of departments licensed to third parties and marketplace sales are limited to commissions received on such sales. The methods used by the Company to calculate its non-GAAP financial measures may differ significantly from methods used by other companies to compute similar measures. As a result, any non-GAAP financial measures presented herein may not be comparable to similar measures provided by other companies.

Changes in Comparable Sales

The following is a tabular reconciliation of the non-GAAP financial measure of changes in comparable sales on an owned-plus-licensed-plus-marketplace (O+L+M) basis, to GAAP comparable sales (i.e., on an owned basis), which the Company believes to be the most directly comparable GAAP financial measure.

13 Weeks Ended November 1, 2025

Macy's, Inc.Macy's

Increase in comparable sales on an owned basis (Note 1)2.5%1.4%

Impact of departments licensed to third parties and marketplace sales (Note 2)0.7%0.6%

Increase in comparable sales on an O+L+M basis3.2%2.0%

13 Weeks Ended November 1, 2025

Macy's, Inc. go-forward businessMacy's go-forward businessBloomingdale'sBluemercury

Increase in comparable sales on an owned basis (Note 1)2.7 %1.7 %8.8%1.1%

Impact of departments licensed to third parties and marketplace sales (Note 2)0.7 %0.6 %0.2%-%

Increase in comparable sales on an O+L+M basis3.4%2.3%9.0%1.1%

13 Weeks Ended November 1, 2025

Macy's Reimagine 125 locations

Increase in comparable sales on an owned basis (Note 1)2.3%

Impact of departments licensed to third parties (Note 2)0.4%

Increase in comparable sales on an owned-plus-licensed basis2.7%

39 Weeks Ended November 1, 2025

Macy's, Inc.

Increase in comparable sales on an owned basis (Note 1)0.4%

Impact of departments licensed to third parties and marketplace sales (Note 2)0.9%

Increase in comparable sales on an O+L+M basis1.3%

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MACY'S, INC.

13 Weeks Ended November 2, 2024

39 Weeks Ended November 2, 2024

Macy's, Inc.

Decrease in comparable sales on an owned basis (Note 1)(2.4%)(2.5%)

Impact of departments licensed to third parties and marketplace sales (Note 2)1.1%0.9%

Decrease in comparable sales on an O+L+M basis(1.3%)(1.6%)

Notes:

(1)Represents the period-to-period percentage change in net sales from stores in operation for one full fiscal year for the 13 and 39 weeks ended November 1, 2025 and November 2, 2024. Such calculation includes all digital sales and excludes commissions from departments licensed to third parties and marketplace. Stores impacted by a natural disaster or undergoing significant expansion or shrinkage remain in the comparable sales calculation unless the store, or material portion of the store, is closed for a significant period of time. Definitions and calculations of comparable sales may differ among companies in the retail industry.

(2)Represents the impact of including the sales of departments licensed to third parties occurring in stores in operation throughout the year presented and the immediately preceding year and all online sales, including marketplace sales, in the calculation of comparable sales. Macy's and Bloomingdale's license third parties to operate certain departments in their stores and online, including Macy's and Bloomingdale's digital Marketplace, and receive commissions from these third parties based on a percentage of their net sales, while Bluemercury does not participate in licensed or marketplace businesses. In its financial statements prepared in conformity with GAAP, the Company includes these commissions (rather than sales of the departments licensed to third parties and marketplace) in its net sales. The Company does not, however, include any amounts in respect of licensed department or marketplace sales (or any commissions earned on such sales) in its comparable sales in accordance with GAAP (i.e., on an owned basis). The amounts of commissions earned on sales of departments licensed to third parties and from the digital marketplace are not material to its net sales for the periods presented.

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MACY'S, INC.

EBITDA, Adjusted EBITDA and Core Adjusted EBITDA

The following is a tabular reconciliation of the non-GAAP financial measure EBITDA, adjusted EBITDA and core adjusted EBITDA to GAAP net income, which the Company believes to be the most directly comparable GAAP measure.

13 Weeks Ended November 1, 202513 Weeks Ended November 2, 2024

39 Weeks Ended November 1, 2025

39 Weeks Ended November 2, 2024

(millions)

Net income$11 $28 $135 $240

Interest expense - net25 32 77 94

Loss on extinguishment of debt16 1 33 1

Federal, state and local income tax (benefit) expense(6)7 52 87

Depreciation and amortization235 228 672 657

EBITDA281 296 969 1,079

Impairment, restructuring and other costs (benefits)4 (23)33 (5)

Adjusted EBITDA285 273 1,002 1,074

Gains on sale of real estate(12)(66)(44)(103)

Core adjusted EBITDA$273 $207 $958 $971

Adjusted Net Income and Adjusted Diluted Earnings Per Share

The following is a tabular reconciliation of the non-GAAP financial measures adjusted net income to GAAP net income and adjusted diluted earnings per share to GAAP diluted earnings per share, which the Company believes to be the most directly comparable GAAP measures.

13 Weeks Ended November 1, 202513 Weeks Ended November 2, 2024

Net Income DilutedEarningsPer ShareNet IncomeDilutedEarningsPer Share

(millions, except per share figures)

As reported$11 $0.04 $28 $0.10

Impairment, restructuring and other costs (benefits)4 0.01 (23)(0.08)

Loss on extinguishment of debt16 0.06 1 -

Income tax impact of certain items noted above(5)(0.02)5 0.02

As adjusted to exclude certain items above$26 $0.09 $11 $0.04

39 Weeks Ended November 1, 202539 Weeks Ended November 2, 20241

Net IncomeDilutedEarningsPer ShareNet IncomeDilutedEarningsPer Share

(millions, except per share figures)

As reported$135 $0.48 $240 $0.85

Impairment, restructuring and other costs (benefits)33 0.12 (5)(0.01)

Loss on extinguishment of debt33 0.12 1 -

Income tax impact of certain items noted above(16)(0.06)1 -

As adjusted to exclude certain items above$185 $0.66 $237 $0.84