What additional share option is included in Macerich’s June 2026 offering?

Macerich granted underwriters a 30-day option to purchase up to 2,100,000 additional common shares. If exercised, the company expects to enter Additional Forward Sale Agreements with forward purchasers for the corresponding shares sold in connection with that option.

Under what registration is Macerich’s 14 million share offering being made?

The 14,000,000-share offering is made under Macerich’s effective shelf registration statement on Form S-3, Registration No. 333-273707. That registration became effective upon filing on August 4, 2023, and is supplemented by a prospectus supplement dated June 15, 2026.

Macerich launches 14M-share forward equity deal

The Macerich Company entered into an underwritten forward equity offering tied to 14,000,000 shares of its common stock.

Filing Impact

(High)

Filing Sentiment

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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.

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, or 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

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 04:15 PM EDT

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): June 17, 2026

THE MACERICH COMPANY

(Exact Name of Registrant as Specified in Charter)

Maryland

1-12504

95-4448705

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (310) 394-6000

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading

symbol(s)

Name of each exchange
on which registered

Common stock of The Macerich Company, $0.01 par value per share

MAC

The New York Stock Exchange

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).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

ITEM 8.01

OTHER EVENTS.

On June 15, 2026, The Macerich Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., J. P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BMO Capital Markets Corp., TD Securities (USA) LLC, and Scotia Capital (USA) Inc., in their capacities as underwriters (together, in such capacities, the “Underwriters”), Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, in their capacities as forward sellers (together, in such capacities, the “Forward Sellers”), and Goldman Sachs & Co. LLC, Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association and Morgan Stanley & Co. LLC, in their capacities as forward purchasers (together, in such capacities, the “Forward Purchasers”), relating to the offer and sale of an aggregate of 14,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), by the Forward Sellers in connection with the forward sale agreements described below. The Company granted the Underwriters a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock. Upon any exercise of such option, the Company expects to enter into additional forward sale agreements (“Additional Forward Sale Agreements”) with the Forward Purchasers in respect of the number of Shares sold by the Forward Purchasers (or their respective affiliates) in connection with the exercise of such option. The Company will not initially receive any proceeds from the sale of shares of Common Stock by the Forward Sellers.

On June 15, 2026, in connection with the initial offering of 14,000,000 shares, the Company and the Forward Purchasers entered into separate letter agreements (the “Forward Sale Agreements”). At the Company’s request, the Forward Sellers borrowed from third parties and sold to the Underwriters an aggregate of 14,000,000 shares of Common Stock in connection with the execution of the Forward Sale Agreements. The Company expects to physically settle the Forward Sale Agreements and receive proceeds, subject to certain adjustments, from the sale of those shares of Common Stock upon one or more such physical settlements no later than June 16, 2027. Although the Company expects to settle the Forward Sale Agreements entirely by the physical delivery of shares of Common Stock for cash proceeds, the Company may also elect to cash settle or net share settle all or a portion of its obligations under the Forward Sale Agreements, in which case, the Company may not receive any proceeds, and the Company may owe cash or shares of Common Stock to the Forward Purchasers.

The Forward Sale Agreements provide for an initial forward price of $23.12325 per share, subject to certain adjustments pursuant to the terms of each of the Forward Sale Agreements. The Forward Sale Agreements are subject to early termination or settlement under certain circumstances.

The Company will contribute the net proceeds it receives upon the settlement of the Forward Sale Agreements (and any Additional Forward Sale Agreements) to The Macerich Partnership, L.P. (the “Operating Partnership”) to the Operating Partnership in exchange for securities of the Operating Partnership that have economic interests substantially similar to those of the Common Stock. The Operating Partnership intends to use the net proceeds to fund future acquisition opportunities and for general corporate purposes. Pending such use, the Operating Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts.

The Shares were offered and sold pursuant to the Company’s effective shelf registration statement on Form S-3 (Registration No. 333-273707), which became effective upon filing with the Securities and Exchange Commission on August 4, 2023, and a prospectus supplement dated June 15, 2026.

On June 17, 2026, the Company closed the offering. The foregoing description of the Underwriting Agreement and the Forward Sale Agreements does not purport to be complete and is qualified in its entirety by reference to the exhibits filed with this Current Report on Form 8-K.

A copy of the legal opinion of the Company’s counsel, Venable LLP, relating to the legality of the Shares is attached hereto as Exhibit 5.1 and is incorporated herein by reference and into the Registration Statement.

ITEM 9.01

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits


Exhibit Number		Description

1.1*		Underwriting Agreement, dated as of June 15, 2026, by and among The Macerich Company and Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., J. P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BMO Capital Markets Corp., TD Securities (USA) LLC, and Scotia Capital (USA) Inc., in their capacities as underwriters, Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, and Morgan Stanley & Co. LLC, in their capacities as forward sellers, and Goldman Sachs & Co. LLC, Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association and Morgan Stanley & Co. LLC, in their capacities as forward purchasers.

1.2*		Form of Master Forward Confirmation Letter, dated June 15, 2026.

5.1*		Opinion of Venable LLP regarding the legality of the shares offered.

23.1*		Consent of Venable LLP (included in Exhibit 5.1).

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed herewith

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


						THE MACERICH COMPANY

						By: DANIEL E. SWANSTROM II

June 17, 2026						/s/ Daniel E. Swanstrom II
						Senior Executive Vice President,
						Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

6 documents