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  4. [8-K] MACERICH CO Reports Material Event

Macerich (NYSE: MAC) sells 22,080,000 shares to repay credit line

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

The Macerich Company completed a common stock offering, issuing and selling 22,080,000 shares at a public offering price of $21.00 per share under an underwriting agreement with Goldman Sachs & Co. LLC and other underwriters. The underwriters’ 30-day option to purchase up to an additional 2,880,000 shares of common stock was exercised in full.

The company will contribute the net proceeds to The Macerich Partnership, L.P. in exchange for securities with economic interests similar to the common stock. The operating partnership intends to use the net proceeds to repay borrowings under the company’s revolving credit facility, which were used primarily to fund the acquisition of Annapolis Mall, and for general corporate purposes including acquiring additional properties and funding strategic leasing capital investments at Annapolis Mall, with any interim funds held in short-term, interest-bearing deposits.

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Insights

Macerich raises equity to reduce revolver borrowings and fund growth.

The Macerich Company has completed a sizable common stock issuance of 22,080,000 shares at $21.00 per share, with underwriters fully exercising an option for an additional 2,880,000 shares. This directs fresh equity capital into its operating partnership structure.

The operating partnership plans to use the net proceeds to repay borrowings under the revolving credit facility that financed the Annapolis Mall acquisition, and for general corporate purposes such as acquiring additional properties and funding strategic leasing capital investments at Annapolis Mall. Any remaining cash may be held in short-term, interest-bearing deposits, indicating a focus on liquidity management while deployment decisions are made.

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.
Primary shares issued 22,080,000 shares Common stock issued in underwritten public offering on May 13, 2026
Underwriters' option shares 2,880,000 shares Additional common stock from 30-day option, exercised in full
Public offering price $21.00 per share Price for each share of common stock sold in the offering
Registration statement file number 333-273707 Form S-3 registration statement effective August 4, 2023
Exhibit 1.1 Underwriting Agreement Agreement dated May 11, 2026 with Goldman Sachs & Co. LLC
Underwriting Agreement financial
"pursuant to an underwriting agreement, dated as of May 11, 2026"
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.
registration statement on Form S-3 regulatory
"registered with the Securities and Exchange Commission pursuant to a registration statement on Form S-3"
A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.
revolving credit facility financial
"use the net proceeds from the offering to repay borrowings under the Company’s revolving credit facility"
A revolving credit facility is a type of loan that a business can borrow from whenever it needs money, up to a set limit. It’s like having a credit card for companies—allowing them to borrow, pay back, and borrow again as needed, providing flexibility for managing cash flow or funding short-term expenses.
general corporate purposes financial
"and for general corporate purposes, including to acquire additional properties"
"General corporate purposes" refer to the broad range of activities and expenses a company can use its funds for to support its overall operations and growth. This can include things like paying bills, investing in new projects, or strengthening its financial position. For investors, understanding this term helps clarify how a company plans to use its resources to sustain and expand its business over time.
short-term, interest-bearing deposit accounts financial
"the Operating Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts"
Understanding 8-K Material Events →
MACERICH CO false 0000912242 0000912242 2026-05-13 2026-05-13
 
 

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): May 13, 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 May 13, 2026, The Macerich Company (the “Company”) completed the issuance and sale of 22,080,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to an underwriting agreement, dated as of May 11, 2026 (the “Underwriting Agreement”), by and among the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named on Schedule I thereto (the “Underwriters”). The Company granted the Underwriters a 30-day option to purchase up to an additional 2,880,000 shares of Common Stock, which was exercised in full. The public offering price of the Shares is $21.00 per share.

The offer and sale of the Shares were registered with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on Form S-3 (File No. 333-273707) (the “Registration Statement”) under the Securities Act of 1933, as amended, which became effective upon filing with the Commission on August 4, 2023.

The Company will contribute the net proceeds from the offering, including proceeds from the exercise by the Underwriters of their option to purchase additional shares, to The Macerich Partnership, L.P. (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 from the offering to repay borrowings under the Company’s revolving credit facility, which were used primarily to fund the acquisition of Annapolis Mall, and for general corporate purposes, including to acquire additional properties and to fund strategic leasing capital investments at Annapolis Mall. Pending such use, the Operating Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts.

The Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company for losses or damages arising out of or in connection with the sale of the Shares.

The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.

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 May 11, 2026, by and among The Macerich Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named on Schedule I thereto.
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
May 13, 2026             

/s/ Daniel E. Swanstrom II

Date       Senior Executive Vice President,
      Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

FAQ

What equity transaction did The Macerich Company (MAC) complete on May 13, 2026?

The Macerich Company completed an underwritten public offering of 22,080,000 common shares at $21.00 per share, with underwriters fully exercising an option to buy an additional 2,880,000 shares, increasing its equity capital through a registered offering on Form S-3.

How will Macerich (MAC) use the net proceeds from its May 2026 stock offering?

Net proceeds will be contributed to The Macerich Partnership, L.P., which intends to repay borrowings under the company’s revolving credit facility used primarily for the Annapolis Mall acquisition and fund general corporate purposes, including additional property acquisitions and strategic leasing capital at Annapolis Mall.

What is the role of The Macerich Partnership, L.P. in the MAC stock offering?

Macerich will contribute net offering proceeds to The Macerich Partnership, L.P. in exchange for securities with economic interests similar to common stock. The operating partnership will then deploy funds to repay revolver borrowings and support general corporate purposes, including property acquisitions and leasing investments.

Who underwrote The Macerich Company (MAC) May 2026 common stock offering?

Goldman Sachs & Co. LLC acted as representative of the several underwriters under an underwriting agreement dated May 11, 2026. The agreement includes customary representations, covenants, and indemnification related to the sale of the offered common shares registered on Form S-3.

How was the Macerich (MAC) May 2026 common stock offering registered?

The offer and sale of the shares were registered with the SEC under a shelf registration statement on Form S-3, File No. 333-273707, under the Securities Act of 1933. The registration statement became effective upon filing on August 4, 2023, enabling this underwritten offering.

Filing Exhibits & Attachments

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