STOCK TITAN
  1. Home
  2. Sec-filings
  3. MAC
  4. [8-K] MACERICH CO Reports Material Event

The Macerich Company (NYSE: MAC) adds 2.1M-share forward sale option

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

Rhea-AI Filing Summary

The Macerich Company reports that underwriters have fully exercised a 30-day option related to its recent equity offering, triggering additional forward sale agreements for 2,100,000 shares of common stock at $23.12325 per share. These shares are being sold by forward sellers who borrowed stock from third parties.

The company has entered into additional forward sale agreements tied to these option shares and expects to physically settle them and receive cash proceeds from the sale of those shares no later than June 16, 2027, though it may instead choose cash or net share settlement. Macerich plans to contribute any net proceeds to its operating partnership, which intends to use the funds for future acquisitions and general corporate purposes, with temporary investment in short-term, interest-bearing accounts.

Positive

  • None.

Negative

  • None.
Item 8.01 Other Events Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Base forward offering size 14,000,000 shares Common stock offered via forward sale agreements
Option shares 2,100,000 shares Additional common stock underwriters’ option exercised in full
Option price per share $23.12325 per share Price for 2,100,000 option shares
Latest settlement date June 16, 2027 Latest expected date to physically settle additional forward sale agreements
Operating partnership recipient The Macerich Partnership, L.P. Entity receiving net proceeds contributed by Macerich
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
"in connection with forward sale agreements (the “Forward Sales 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.
Additional Forward Sale Agreements financial
"entered into separate additional forward sale agreements dated June 23, 2026 (the “Additional Forward Sale Agreements”)"
physically settle financial
"expects to physically settle the Additional Forward Sale Agreements and receive proceeds"
cash settle or net share settle financial
"may also elect to cash settle or net share settle all or a portion"
general corporate purposes financial
"intends to use the net proceeds to fund future acquisition opportunities and for general corporate purposes"
"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.
See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google
Understanding 8-K Material Events →
MACERICH CO false 0000912242 0000912242 2026-06-23 2026-06-23
 
 

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 23, 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.

As previously disclosed, 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”), of the Company by the Forward Sellers in connection with forward sale agreements (the “Forward Sales Agreements”). On June 17, 2026, the Company closed the offering of the Shares. The Company granted the Underwriters a 30-day option to purchase up to an additional 2,100,000 shares of Common Stock at a price of $23.12325 per share (the “Option”, and such shares, the “Option Shares”).

On June 23, 2026, the Underwriters notified the Company that they had elected to exercise the Option in full. In connection with the exercise of the Option, the Company entered into separate additional forward sale agreements dated June 23, 2026 (the “Additional Forward Sale Agreements”) with the Forward Purchasers, with respect to the Option Shares. The closing of the Option occurred on June 26, 2026. At the Company’s request, the Forward Sellers borrowed from third parties and sold to the Underwriters an aggregate of 2,100,000 shares of Common Stock in connection with the execution of the Additional Forward Sale Agreements. The Company expects to physically settle the Additional 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 Additional 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 Additional 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 Company will contribute the net proceeds, if any, it receives upon the settlement of the Forward Sales Agreements, including the Additional Forward Sale Agreements, 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 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.

 

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 29, 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 option did The Macerich Company (MAC) announce on June 23, 2026?

The Macerich Company disclosed that underwriters fully exercised a 30-day option for 2,100,000 additional common shares at $23.12325 each. These shares are tied to additional forward sale agreements connected to its earlier 14,000,000-share offering.

How many shares are covered by Macerich’s recent forward sale agreements?

Macerich’s forward sale structure involves 14,000,000 common shares from the original deal plus 2,100,000 option shares. The option shares are governed by additional forward sale agreements executed with designated forward purchasers.

When does Macerich expect to settle the additional forward sale agreements?

Macerich expects to physically settle the additional forward sale agreements and receive cash proceeds from those 2,100,000 shares upon one or more settlements occurring no later than June 16, 2027, according to the disclosure.

Can Macerich choose different settlement methods for the forward sale agreements?

Yes. While Macerich expects to settle the additional forward sale agreements through physical share delivery for cash, it may elect cash settlement or net share settlement instead. In those cases, Macerich may receive no proceeds and could owe cash or shares.

How will Macerich use proceeds from the forward sale and option shares?

Macerich plans to contribute any net proceeds from the forward sale agreements to The Macerich Partnership, L.P. The operating partnership intends to fund future acquisition opportunities and general corporate purposes, temporarily investing proceeds in short-term, interest-bearing deposit accounts.

Who are the underwriters and forward counterparties in Macerich’s transaction?

The transaction involves multiple large financial institutions as underwriters, forward sellers, and forward purchasers. These counterparties handle borrowing, selling, and forward sale arrangements for both the initial 14,000,000 shares and the 2,100,000 option shares described.

Filing Exhibits & Attachments

3 documents

Other Documents