Macerich (NYSE: MAC) sets 14M-share forward sale at $23.12 price
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
The Macerich Company entered into an underwritten forward equity offering tied to 14,000,000 shares of its common stock. Forward sellers borrowed and sold the shares to the underwriters, and Macerich entered into related Forward Sale Agreements with multiple forward purchasers.
The company granted the underwriters a 30-day option for up to an additional 2,100,000 shares through Additional Forward Sale Agreements. The Forward Sale Agreements carry an initial forward price of $23.12325 per share and are expected to be physically settled in cash no later than June 16, 2027, though cash or net share settlement is also permitted.
Macerich plans to contribute the net proceeds from settling the Forward Sale Agreements to The Macerich Partnership, L.P., which intends to use the funds for future acquisitions and general corporate purposes, with temporary investment in short-term, interest-bearing deposits.
Positive
- None.
Negative
- None.
8-K Event Classification
2 items: 8.01, 9.01
2 items
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Forward shares: 14,000,000 shares
Underwriters’ option: 2,100,000 shares
Initial forward price: $23.12325 per share
+2 more
5 metrics
Forward shares
14,000,000 shares
Common stock tied to Forward Sale Agreements
Underwriters’ option
2,100,000 shares
30-day option for additional common shares
Initial forward price
$23.12325 per share
Price under Forward Sale Agreements, subject to adjustments
Settlement deadline
June 16, 2027
Latest date for physical settlement of Forward Sale Agreements
Shelf registration
Form S-3 No. 333-273707
Effective shelf used for this offering
Key Terms
Underwriting Agreement, Forward Sale Agreements, forward purchasers, shelf registration statement, +1 more
5 terms
Underwriting Agreement financial
"entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC"
An underwriting agreement is a contract where a company selling new stocks or bonds hires financial firms to buy those securities and resell them to investors. It matters because the agreement sets the offering price, number of securities, fees and which party bears the risk if sales fall short—think of it as a promise that the sale will happen and a roadmap investors can use to understand how the new securities reach the market.
Forward Sale Agreements financial
"the Company and the Forward Purchasers entered into separate letter agreements (the “Forward Sale Agreements”)"
A forward sale agreement is a deal where two parties agree today to sell and buy an asset at a set price on a future date. It’s like promising to sell your car to a friend next month at today's price, regardless of how the car's value changes. These agreements help businesses lock in prices and reduce uncertainty about future costs or income.
forward purchasers financial
"in their capacities as forward purchasers (together, in such capacities, the “Forward Purchasers”)"
Forward purchasers are investors or firms who agree ahead of time to buy a specific number of securities or assets at a set price on a future date, similar to placing a pre-order for a product that will ship later. They matter to investors because these commitments provide predictable demand and funding for the issuer, but they can also affect share supply and pricing when the agreed sales are fulfilled, influencing market value and dilution risk.
shelf registration statement regulatory
"effective shelf registration statement on Form S-3 (Registration No. 333-273707)"
A shelf registration statement is a document a company files with regulators that allows it to sell shares or bonds quickly when it’s a good time to raise money. It’s like having a pre-approved plan ready so the company can act fast without going through lengthy paperwork each time they want to sell, making fundraising more flexible.
prospectus supplement regulatory
"and a prospectus supplement dated June 15, 2026"
A prospectus supplement is an additional document provided alongside a company's main offering details, offering updated or extra information about a specific financial product being sold. It helps investors understand the latest terms, risks, and details of the investment, similar to how an update or revision clarifies or expands on original instructions, ensuring they have current and complete information before making a decision.
FAQ
What forward equity offering did The Macerich Company (MAC) announce?
The Macerich Company entered into Forward Sale Agreements linked to 14,000,000 shares of common stock. Forward sellers borrowed and sold these shares to underwriters in connection with an underwritten offering under the company’s existing Form S-3 shelf registration.
What is the initial forward price in Macerich’s Forward Sale Agreements?
The Forward Sale Agreements provide for an initial forward price of $23.12325 per share, subject to adjustments. This price applies to the 14,000,000 common shares involved in the forward transactions described in the June 2026 agreement.
When does Macerich expect to settle the Forward Sale Agreements?
Macerich expects to physically settle the Forward Sale Agreements for cash proceeds no later than June 16, 2027. The company may instead elect cash or net share settlement for all or part, which could change whether it ultimately receives cash proceeds.
How will The Macerich Company use proceeds from the forward equity offering?
Macerich plans to contribute net proceeds from settling the Forward Sale Agreements to The Macerich Partnership, L.P. The Operating Partnership intends to use the funds for future acquisition opportunities and general corporate purposes, with interim investment in short-term, interest-bearing deposit accounts.