Macerich issues $775M 2.25% exchangeable notes

The Macerich Company, through The Macerich Partnership, L.P., completed a private offering of $775,000,000 aggregate principal amount of 2.25% Exchangeable Senior Notes due 2031, including the full $100,000,000 option exercised by initial purchasers.

Rhea-AI Filing Summary

The Macerich Company, through The Macerich Partnership, L.P., completed a private offering of $775,000,000 aggregate principal amount of 2.25% Exchangeable Senior Notes due 2031, including the full $100,000,000 option exercised by initial purchasers. The Notes are senior, unsecured obligations of the Partnership and are fully and unconditionally guaranteed on a senior, unsecured basis by the Company, maturing on August 15, 2031, with interest payable semi-annually on February 15 and August 15, beginning February 15, 2027.

The initial exchange rate is 35.4761 shares of common stock per $1,000 principal amount of Notes (initial exchange price approximately $28.19 per share), subject to adjustment, with exchanges generally settled in cash up to principal and any excess in cash, stock, or a combination. The Notes are redeemable by the Partnership on or after August 20, 2029 if stock-price and liquidity conditions are met, and are subject to repurchase upon certain Fundamental Change events. Net proceeds were approximately $757.0 million, of which about $45.0 million will fund related capped call transactions; the remainder will be used to refinance existing secured debt and for general corporate purposes.

The Company and Partnership entered into a Registration Rights Agreement to cover resales of any exchange shares and into capped call transactions with a cap price of approximately $34.06 per share, intended to reduce potential dilution or offset cash payments. A related First Amendment to the existing Credit Agreement was executed to facilitate this financing.

Filing Explained

The completed notes may result in the issuance of up to 32,992,757 common shares upon exchange, subject to adjustment; this is a maximum potential issuance, not shares issued now, and additional shares would reduce existing holders’ percentage ownership absent offsetting changes.

8-K Event Classification

5 items: 1.01, 2.03, 3.02, 8.01, 9.01

5 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement Financial

The company incurred a new significant debt or off-balance-sheet obligation.

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

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

Notes principal amount: $775,000,000 Interest rate: 2.25% per annum Maturity date: August 15, 2031 +5 more

8 metrics

Notes principal amount $775,000,000 Aggregate principal amount of 2.25% Exchangeable Senior Notes due 2031 issued by The Macerich Partnership, L.P.

Interest rate 2.25% per annum Coupon on Exchangeable Senior Notes, payable semi-annually on February 15 and August 15

Maturity date August 15, 2031 Final maturity of the Exchangeable Senior Notes, unless earlier exchanged, repurchased or redeemed

Initial exchange rate 35.4761 shares per $1,000 Number of Macerich common shares per $1,000 principal amount of Notes initially exchangeable

Initial exchange price $28.19 per share Implied by the initial exchange rate for Macerich common stock

Net proceeds $757.0 million Approximate net proceeds after discounts and expenses, assuming full option exercise

Capped call cost $45.0 million Portion of net proceeds used to pay the cost of the capped call transactions

Maximum exchange shares 32,992,757 shares Initial maximum number of common shares issuable based on maximum exchange rate of 42.5713 per $1,000

Key Terms

Exchangeable Senior Notes, Make-Whole Fundamental Change, Registration Rights Agreement, capped call transactions, +2 more

6 terms

Exchangeable Senior Notes financial

"completed the issuance and sale of $775,000,000 aggregate principal amount of the Partnership’s 2.25% Exchangeable Senior Notes due 2031"

Exchangeable senior notes are loans a company issues that promise regular interest payments and have priority over other debts, but can be swapped by the holder for shares of a different company. Think of it as lending money with an option to trade the loan for someone else’s stock; investors weigh the steady income and higher repayment priority against the chance of receiving shares that dilute ownership or fluctuate in value. These features affect a company’s credit risk, potential dilution, and appeal to different investors.

Make-Whole Fundamental Change financial

"if certain corporate events that constitute a “Make-Whole Fundamental Change” occur, then the exchange rate will, in certain circumstances, be increased"

A make-whole fundamental change is a contract clause that requires a company to compensate holders of certain securities (often convertible bonds or preferred shares) if a big event—like a merger, acquisition, or restructuring—removes or reduces the holders’ expected future benefits. Think of it as a shortcut payment that aims to leave investors financially ‘whole’ for lost upside or income, and it matters because it affects how much those investors get paid and how much such an event will cost the company.

Registration Rights Agreement regulatory

"the Partnership and the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the representatives"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

capped call transactions financial

"entered into capped call transactions (the “Capped Call Transactions”) with certain financial institutions"

Capped call transactions are agreements where investors buy options that give them the chance to benefit if a stock's price goes up, but with a limit on how much they can gain. This helps protect them from paying too much if the stock's price rises a lot, similar to having a maximum limit on a reward. They matter because they help investors manage risk while still allowing some upside potential.

VWAP trading days financial

"Observation Period consisting of 40 consecutive VWAP trading days, and settled following the completion"

Fundamental Change financial

"If certain corporate events that constitute a “Fundamental Change” occur, then, subject to a limited exception"

A fundamental change is a major shift in how a company or economy operates, like a new technology or a big change in leadership. It matters because such changes can affect the value or stability of investments, making them more or less attractive. Think of it like a major upgrade or shift in the rules of a game that can change the outcome.

FAQ

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

What type of financing did Macerich (MAC) complete in August 2026?

Macerich, via its operating partnership, completed a $775 million private offering of 2.25% Exchangeable Senior Notes due 2031, fully and unconditionally guaranteed on a senior, unsecured basis by The Macerich Company.

What are the key terms of Macerich’s (MAC) 2.25% exchangeable notes?

The notes bear 2.25% interest, payable semi-annually, and mature on August 15, 2031. They are exchangeable at an initial rate of 35.4761 shares per $1,000 principal amount, reflecting an initial exchange price of about $28.19 per share.

How will Macerich (MAC) use the net proceeds from the $775 million notes?

Net proceeds are approximately $757.0 million. Macerich Partnership plans to use about $45.0 million to pay for capped call transactions and the remainder to refinance existing secured debt and for general corporate purposes.

What is the potential dilution from Macerich’s (MAC) exchangeable notes?

Initially, a maximum of 32,992,757 shares of common stock may be issued upon exchange, based on a maximum exchange rate of 42.5713 shares per $1,000 principal amount, subject to anti-dilution adjustments and the company’s settlement elections.

How do Macerich’s (MAC) capped call transactions affect the exchangeable notes?

The capped call transactions, with an initial cap price of about $34.06 per share, are intended to reduce potential dilution upon exchange and/or offset cash payments above principal, subject to customary adjustments and a cap.

Under what conditions can Macerich (MAC) redeem the 2031 exchangeable notes early?

On or after August 20, 2029, Macerich Partnership may redeem notes for cash if the stock’s last reported sale price exceeds 130% of the exchange price for a specified period and certain liquidity and other conditions are satisfied.

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

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Available on EDGAR 08/11/2026 - 04:52 PM Accepted by SEC EDGAR 08/11/2026 - 04:52 PM Learn about SEC filing dates

MACERICH CO false 0000912242 0000912242 2026-08-05 2026-08-05

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): August 5, 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 1.01. Entry Into or Amendment of a Material Definitive Agreement.

On August 11, 2026, The Macerich Partnership, L.P. (the “Partnership”), the operating partnership of The Macerich Company (the “Company”), completed the issuance and sale of $775,000,000 aggregate principal amount of the Partnership’s 2.25% Exchangeable Senior Notes due 2031 (the “Notes”) pursuant to the purchase agreement among the Partnership, the Company and J.P. Morgan Securities LLC and Morgan Stanley & Co. LLC, as the representatives of the initial purchasers of the Notes, which included the full exercise of the option granted to the initial purchasers to purchase an additional $100,000,000 aggregate principal amount of the Notes. The Notes are fully and unconditionally guaranteed on a senior, unsecured basis, by the Company.

Indenture and Notes

The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of August 11, 2026, among the Partnership, the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).

The Notes are senior, unsecured obligations of the Partnership, and are equal in right of payment with the existing and future senior, unsecured indebtedness of the Partnership, senior in right of payment to future indebtedness of the Partnership that is expressly subordinated to the Notes and effectively subordinated to the future secured indebtedness of the Partnership to the extent of the value of the collateral securing that indebtedness. The Notes are also structurally subordinated to all existing and future indebtedness and other liabilities, including trade payables, and (to the extent the Partnership is not a holder thereof) preferred equity, if any, of the subsidiaries of the Partnership.

The Notes accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027. The Notes will mature on August 15, 2031, unless earlier exchanged or repurchased or redeemed by the Partnership. Before May 15, 2031, noteholders will have the right to exchange their Notes only upon the occurrence of certain events. From and after May 15, 2031, noteholders may exchange their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. Exchanges will be settled in cash up to the aggregate principal amount of the Notes to be exchanged and, if applicable, cash, shares of the Company’s common stock, par value $0.01 per share (the “common stock”), or a combination thereof, at the Partnership’s election, in respect of the remainder (if any) of the Partnership’s exchange obligations in excess of the aggregate principal amount of the notes being exchanged. The consideration due upon exchange will be determined based on the exchange value of the Notes, measured proportionately for each trading day in an “Observation Period” (as defined in the Indenture) consisting of 40 consecutive VWAP trading days, and settled following the completion of that Observation Period. The consideration due in respect of each trading day in the Observation Period will consist of cash, up to at least the proportional amount of the principal amount being exchanged, and any excess of the proportional exchange value for that trading day will be settled in cash, shares of the Company’s common stock, or a combination thereof, at the Partnership’s election. The initial exchange rate is 35.4761 shares of the common stock per $1,000 principal amount of Notes, which represents an initial exchange price of approximately $28.19 per share of

the common stock. The exchange rate and exchange price will be subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the exchange rate will, in certain circumstances, be increased for a specified period of time.

The Notes will be redeemable, in whole or in part (subject to certain limitations described below), at the Partnership’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 41^st scheduled trading day immediately before the maturity date, but only if certain liquidity conditions are satisfied and the last reported sale price per share of the Company’s common stock exceeds 130% of the exchange price on (i) each of at least 20 trading days, whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Partnership sends the related redemption notice; and (ii) the trading day immediately before the date the Partnership sends such redemption notice. However, the Partnership may not redeem less than all of the outstanding Notes unless at least $100.0 million aggregate principal amount of Notes are outstanding and not called for redemption as of the time the Partnership sends the related redemption notice. The Partnership may also redeem the Notes, in whole or in part (subject to certain limitations), for cash at any time, and from time to time, if the Company’s board of directors (or a committee thereof) determines such redemption is necessary to preserve the Company’s status as a real estate investment trust. In either case, the redemption price will be a cash amount equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the exchange rate applicable to the exchange of that Note will be increased in certain circumstances if it is exchanged after it is called for redemption.

If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Partnership to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes but is not limited to certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.

If a Registration Default Event (as defined in the Registration Rights Agreement referred to below) occurs or is continuing at any time during the period after the regular record date immediately preceding the maturity date and on or before the maturity date (or, if the maturity date is not a business day, the next business day), then the Partnership will pay a cash premium (the “Maturity Premium”) at maturity of certain exchanged Notes in an amount equal to 3% of their principal amount.

The Indenture contains customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include, but are not limited to, the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Partnership’s failure to send certain notices under the Indenture within specified periods of time; (iii) the failure by the Partnership or the Company to comply with certain covenants in the Indenture relating to the ability of the Partnership or the

Company to consolidate with or merge with or into, or sell, lease or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Partnership or the Company, as applicable, and its subsidiaries, taken as a whole, to another person; (iv) a default by the Partnership or the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (v) certain defaults by the Partnership or the Company with respect to indebtedness for borrowed money (other than certain non-recourse indebtedness) of at least $150,000,000; (vi) the Partnership or the Company denies or disaffirms its obligations under the Registration Rights Agreement described below; (vii) except as expressly permitted by the Indenture, the guarantee of the Notes by the Company ceases to be in full force and effect or the Company denies or disaffirms its obligations under its guarantee; (viii) a default in the Partnership’s obligation to exchange a Note in accordance with the Indenture upon the exercise of the exchange right with respect thereto, if such default is not cured within three business days after its occurrence; and (ix) certain events of bankruptcy, insolvency and reorganization involving the Partnership, the Company or any significant subsidiary.

The above description of the Indenture and the Notes is a summary and is not complete. A copy of the Indenture and the form of the certificate representing the Notes are filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Indenture and the Notes set forth in such exhibits.

Registration Rights Agreement

In connection with the initial issuance of the Notes, the Partnership and the Company entered into a registration rights agreement (the “Registration Rights Agreement”) with the representatives of the initial purchasers. Pursuant to the Registration Rights Agreement, the Company agreed to prepare and file with the Securities and Exchange Commission (the “SEC”) a resale registration statement under the Securities Act of 1933, as amended (the “Securities Act”), covering the resale of the shares of common stock, if any, issuable upon exchange of the Notes by beneficial owners of the shares who satisfy certain conditions and timely provide certain information to the Partnership. Subject to certain exceptions and limitations, the Registration Rights Agreement requires the Company to use commercially reasonable efforts to cause the resale registration statement to:

• become effective under the Securities Act by the “resale registration statement effectiveness deadline date,” which is the date that is 180 days after the date the Notes are first issued; provided, however, that if the Company (whether directly or indirectly through one or more of its subsidiaries) has completed a significant acquisition and has not filed the financial statements required by Regulation S-X under the Securities Exchange Act of 1934, as amended, for such significant acquisition with the SEC by the date that would otherwise be the resale registration statement effectiveness deadline date, then the resale registration statement effectiveness deadline date will instead be the earlier of (i) the 210th day after the date the Notes are first issued; and (ii) the 30th calendar day after the date such financial statements are first filed (or, if earlier, are required to be filed) with the SEC; and

• remain continuously effective and usable for a specified period of time.

However, the Company will have the right, in certain circumstances, to suspend the availability of the resale registration statement during “blackout periods” if there occurs or exists any pending corporate development, filing with the SEC or any other event, in each case that makes such suspension appropriate in the Company’s reasonable judgment. The Company’s right to institute or maintain blackout periods will be limited such that all blackout periods, together, may not exceed an aggregate of (i) 45 (or, in the case of certain proposed or pending material business transactions, up to 60) calendar days (whether or not consecutive) in any 90 consecutive calendar day period; or (ii) 90 (or, in the case of certain proposed or pending material business transactions, up to 120) calendar days (whether or not consecutive) in any 360 consecutive calendar day period.

During the period when the resale registration statement must remain effective, the Registration Rights Agreement requires the Company to make filings with the SEC to name new selling securityholders in the related prospectus or prospectus supplement to enable them to resell their shares of the Company’s common stock, if any, issuable upon exchange of the Notes pursuant to the resale registration statement.

The Registration Rights Agreement and the Indenture provide that additional interest will accrue on certain Notes during the continuance of a Registration Default Event (as defined in the Registration Rights Agreement). Subject to certain limitations, additional interest will accrue:

• on all of the outstanding Notes for each day on which the resale registration statement is not on file with the SEC, effective under the Securities Act or usable during the period when it is required to be pursuant to the Registration Rights Agreement, but only to the extent that the number of days on which the resale registration statement is not so on file, effective or usable (inclusive of any blackout period) exceeds (1) 45 (or, in the case of certain proposed or pending material business transactions, 60) calendar days (whether or not consecutive) in any 90 consecutive calendar day period; or (2) 90 (or, in the case of certain proposed or pending material business transactions, 120) calendar days (whether or not consecutive) in any 360 consecutive calendar day period; provided, however, that no additional interest will accrue pursuant to the provision described in this bullet point as a result of the resale registration statement becoming unavailable in connection with the filing of certain post-effective amendments, but only to the extent that such unavailability does not exceed five business days; and

• on any outstanding Note (and only such Note) for each day (other than during a blackout period) after certain specified deadlines on which, due to an omission, the beneficial owner of such Note is not named as a selling securityholder in the related prospectus or prospectus supplement.

Subject to certain limitations, any additional interest that accrues on a Note will, regardless of the number of events giving rise to such accrual, accrue at a rate per annum equal to 0.25% of the principal amount thereof for the first 90 days on which additional interest accrues and, thereafter, at a rate per annum equal to 0.50% of the principal amount thereof.

The Registration Rights Agreement requires the Partnership and the Company to indemnify certain holders and their affiliated parties for certain losses arising in connection with material misstatements or omissions (or alleged material statements or omissions) in the resale registration statement or related documents.

The above description of the Registration Rights Agreement is a summary and is not complete. A copy of the Registration Rights Agreement is filed as Exhibit 4.3 to this Current Report on Form 8-K, and the above summary is qualified by reference to the terms of the Registration Rights Agreement set forth in such exhibit.

Capped Call Transactions

On August 6, 2026, concurrently with the pricing of the Notes, and August 7, 2026, concurrently with the initial purchasers’ full exercise of the option to purchase additional Notes, the Partnership and the Company entered into capped call transactions (the “Capped Call Transactions”) with certain financial institutions (the “Option Counterparties”). The Capped Call Transactions cover, subject to customary adjustments, the number of shares of the common stock initially underlying the Notes. The Capped Call Transactions are expected generally to reduce the potential dilution to the common stock upon any exchange of Notes and/or offset any cash payments the Partnership is required to make in excess of the principal amount of exchanged Notes, as the case may be, with such reduction and/or offset subject to a cap. The cap price of the Capped Call Transactions is initially approximately $34.06 per share, which represents a premium of approximately 45% over the last reported sale price of $23.49 per share of the common stock on August 6, 2026, and is subject to certain adjustments under the terms of the Capped Call Transactions.

The Capped Call Transactions will expire upon the maturity of the Notes, if not earlier exercised or terminated. A copy of the form of confirmation for the Capped Call Transactions is attached hereto as Exhibit 10.1 and is incorporated herein by reference. The Capped Call Transactions are separate transactions, entered into by the Partnership and the Company with the Option Counterparties, and are not part of the terms of the Notes.

Credit Agreement

On August 5, 2026, the Company, as a guarantor, the Partnership, as the borrower, and certain subsidiary guarantors, entered into the First Amendment to the Second Amended and Restated Credit Agreement (the “Amendment”) with Deutsche Bank AG New York Branch, as administrative agent and collateral agent, and certain lenders party thereto, which amended certain terms of the Second Amended and Restated Credit Agreement, dated as of February 24, 2026 (the “Credit Agreement”). The Amendment modifies certain provisions of the Credit Agreement to, among other things, facilitate the Offering (as defined below), including by modifying certain defined terms and covenants and clarifying certain other provisions relevant thereto.

Except as modified by the Amendment, the terms of the Credit Agreement remain in full force and effect.

The foregoing summary is qualified in its entirety by reference to the Amendment, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated by reference herein.

Item 2.03. Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

Item 3.02. Unregistered Sales of Equity Securities.

The net proceeds from the Offering (defined below) were approximately $757.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Partnership used approximately $45.0 million of the net proceeds from the Offering to pay the cost of the Capped Call Transactions and intends to use the remainder of the net proceeds to refinance existing secured debt and for general corporate purposes. Pending such use, the Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act

in transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s common stock that may be issued upon exchange of the Notes will be issued in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. Initially, a maximum of 32,992,757 shares of the Company’s common stock may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 42.5713 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

Item 8.01. Other Events.

On August 6, 2026, the Company issued a press release announcing the launch of the offering of the Notes in a private offering that is exempt from the registration requirements of the Securities Act (the “Offering”). On August 7, 2026, the Company issued a press release announcing the pricing of the Notes to be issued in the Offering.

Copies of the foregoing press releases are attached hereto as Exhibits 99.1 and 99.2 and are incorporated into this Item 8.01 by reference.

Item 9.01. Financial Statements and Exhibits.

Exhibits

Exhibit Number		Description
4.1		Indenture, dated as of August 11, 2026, among The Macerich Partnership, L.P., as issuer, The Macerich Company, as guarantor, and U.S. Bank Trust Company, National Association, as trustee.
4.2		Form of certificate representing the 2.25% Exchangeable Senior Notes due 2031 (included as Exhibit A to Exhibit 4.1).
4.3		Registration Rights Agreement, dated as of August 11, 2026, among The Macerich Partnership, L.P., The Macerich Company, and the initial purchasers named therein.
10.1		Form of Capped Call Transaction Confirmation.
10.2		First Amendment to the Second Amended and Restated Credit Agreement, dated as of August 5, 2026
99.1		Launch Press Release, dated August 6, 2026.
99.2		Pricing Press Release, dated August 7, 2026.
104		Cover page interactive data file (embedded within the inline XBRL document).

SIGNATURES

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

THE MACERICH COMPANY
By:		/s/ Daniel E. Swanstrom II
		Daniel E. Swanstrom II
		Senior Executive Vice President, Chief Financial Officer and Treasurer

Date: August 11, 2026

Exhibit 99.1

Macerich Announces Proposed Offering of Exchangeable Senior Notes

SANTA MONICA, Calif., August 6, 2026 – The Macerich Company (NYSE: MAC) (“Macerich”) announced today that its operating partnership, The Macerich Partnership, L.P. (“Macerich Partnership”), intends to offer, subject to market and other conditions, $600 million aggregate principal amount of exchangeable senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Macerich will fully and unconditionally guarantee the notes on a senior, unsecured basis. Macerich Partnership also expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $90 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Macerich Partnership, and will accrue interest payable semi-annually in arrears. The notes will mature on August 15, 2031, unless earlier repurchased, exchanged or redeemed. Noteholders will have the right to exchange their notes in certain circumstances and during specified periods. Exchanges will be settled in cash up to the aggregate principal amount of the notes to be exchanged and, if applicable, cash, shares of Macerich’s common stock or a combination thereof, at Macerich Partnership’s election, in respect of the remainder (if any) of Macerich Partnership’s exchange obligations in excess of the aggregate principal amount of the notes being exchanged.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Macerich Partnership’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date of the notes, but only if the last reported sale price per share of Macerich’s common stock exceeds 130% of the exchange price of the notes for a specified period of time and certain other conditions are satisfied. Macerich Partnership may also redeem the notes, in whole or in part (subject to certain limitations), for cash at any time, and from time to time, if Macerich’s board of directors (or a committee thereof) determines such redemption is necessary to preserve Macerich’s status as a real estate investment trust. In either case, the redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The holders of the notes will be entitled to the benefits of a registration rights agreement pursuant to which Macerich will agree to register the resale of the shares of Macerich’s common stock, if any, deliverable upon exchange of the notes under the Securities Act.

The interest rate, initial exchange rate and other terms of the notes will be determined at the pricing of the offering.

In connection with the pricing of the notes, Macerich Partnership and Macerich expect to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates or certain other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Macerich’s common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to Macerich’s common stock upon any exchange of notes and/or offset any cash payments Macerich Partnership is required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap.

Macerich Partnership has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates will enter into various derivative transactions with respect to Macerich’s common stock and/or purchase shares of Macerich’s common stock or other securities of Macerich in secondary market transactions concurrently with, or shortly after, the pricing of the notes, including with, or from, as the case may be, certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Macerich’s common stock or the notes at that time. In addition, Macerich Partnership expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Macerich’s common stock and/or purchasing or selling Macerich’s common stock or other securities of Macerich or Macerich Partnership in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so following any repurchase of notes by Macerich Partnership on a fundamental change repurchase date, any redemption date or exchange of the notes and during the 40 VWAP trading day period beginning on the 41st scheduled trading day immediately before the maturity date of the notes, or, to the extent Macerich Partnership exercises the

relevant election under the capped call transactions, following any other repurchase of the notes). This activity could also cause, reduce the extent of or avoid an increase or a decrease in the market price of Macerich’s common stock or the notes, which could affect the ability of holders to exchange the notes, and, to the extent the activity occurs during any observation period related to an exchange of notes, it could affect the number of shares of Macerich’s common stock, if any, and value of the consideration that holders will receive upon exchange of the notes.

Macerich Partnership intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions, and the remainder of the net proceeds to refinance existing secured debt and for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Macerich Partnership expects to use a portion of the proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties. Pending such use, Macerich Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts.

The offer and sale of the notes, the related guarantee and any shares of Macerich’s common stock deliverable upon exchange of the notes have not been registered under the Securities Act or any other securities laws, and the notes, such guarantee and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

Although Macerich Partnership and Macerich intend to enter into a registration rights agreement pursuant to which Macerich will agree to file a resale registration statement under the Securities Act covering the resale of shares of Macerich’s common stock, if any, deliverable upon exchange of the notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of Macerich’s common stock, if any, deliverable upon exchange of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Macerich’s common stock deliverable upon exchange of the notes, nor will there be any sale of the notes or any such shares of Macerich’s common stock, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Macerich

Macerich (NYSE: MAC) is a fully integrated, self-managed, self-administered real estate investment trust (REIT). As a leading owner, operator, and developer of high-quality retail real estate in densely populated and attractive U.S. markets, Macerich’s portfolio is concentrated in California, the Pacific Northwest, Phoenix/Scottsdale, and the Metro New York to Washington, D.C. corridor. Developing and managing properties that serve as community cornerstones, Macerich currently owns approximately 40 million square feet of real estate, consisting primarily of interests in 38 retail centers.

Forward-Looking Information

Information set forth in this press release contains “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), which reflect Macerich’s expectations regarding future events and plans, including, but not limited to, statements regarding the proposed offering of the notes and the capped call transactions, Macerich’s potential grant to the initial purchasers of an option to purchase additional notes, the completion, timing and size of the offering, the anticipated terms of the notes and the capped call transactions, the expected use of proceeds, and expectations regarding the actions of the option counterparties and their respective affiliates. Generally, the words “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “scheduled,” “predicts,” “may,” “will,” “should,” “could,” variations of such words and similar expressions identify forward-looking statements. The forward-looking statements are based on information currently available to us and involve a number of known and unknown assumptions, risks, uncertainties and other factors, which may be difficult to predict and beyond the control of Macerich, which could cause actual results to differ materially from those contained in the forward-looking statements. These factors include market conditions, including market interest rates and the trading price and volatility of Macerich’s common stock, whether Macerich will consummate the offering and the capped call transactions on the expected terms or at all, and the risks and uncertainties detailed from time to time in Macerich’s filings with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website at www.sec.gov. Macerich disclaims any obligation to publicly update or revise any forward-looking statements contained in this press release whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

INVESTOR CONTACT: Investor Relations, IR@macerich.com

Exhibit 99.2

Macerich Announces Pricing of Upsized Offering of $675 Million Exchangeable Senior Notes due 2031

SANTA MONICA, Calif., August 7, 2026 – The Macerich Company (NYSE: MAC) (“Macerich”) announced today that its operating partnership, The Macerich Partnership, L.P. (“Macerich Partnership”), priced its offering of $675 million aggregate principal amount of 2.25% exchangeable senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $600 million aggregate principal amount of notes. Macerich will fully and unconditionally guarantee the notes on a senior, unsecured basis. The issuance and sale of the notes are scheduled to settle on August 11, 2026, subject to customary closing conditions. Macerich Partnership also granted the initial purchasers of the notes a 13-day option to purchase up to an additional $100 million aggregate principal amount of notes.

The notes will be senior, unsecured obligations of Macerich Partnership, and will accrue interest at a rate of 2.25% per annum, payable semi-annually in arrears on February 15 and August 15 of each year, beginning on February 15, 2027. The notes will mature on August 15, 2031, unless earlier repurchased, exchanged or redeemed. Before May 15, 2031, noteholders will have the right to exchange their notes in certain circumstances and during specified periods. From and after May 15, 2031, noteholders may exchange their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date of the notes. Exchanges will be settled in cash up to the aggregate principal amount of the notes to be exchanged and, if applicable, cash, shares of Macerich’s common stock or a combination thereof, at Macerich Partnership’s election, in respect of the remainder (if any) of Macerich Partnership’s exchange obligations in excess of the aggregate principal amount of the notes being exchanged. The initial exchange rate is 35.4761 shares of Macerich’s common stock per $1,000 principal amount of notes, which represents an initial exchange price of approximately $28.19 per share of Macerich’s common stock. The initial exchange price represents a premium of approximately 20% over the last reported sale price of $23.49 per share of Macerich’s common stock on August 6, 2026. The exchange rate and exchange price of the notes will be subject to adjustment upon the occurrence of certain events.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Macerich Partnership’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date of the notes, but only if the last reported sale price per share of Macerich’s common stock exceeds 130% of the exchange price of the notes for a specified period of time and certain other conditions are satisfied. Macerich Partnership may also redeem the notes, in whole or in part (subject to certain limitations), for cash at any time, and from time to time, if Macerich’s board of directors (or a committee thereof) determines such redemption is necessary to preserve Macerich’s status as a real estate investment trust. In either case, the redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date.

The holders of the notes will be entitled to the benefits of a registration rights agreement pursuant to which Macerich will agree to register the resale of the shares of Macerich’s common stock, if any, deliverable upon exchange of the notes under the Securities Act.

In connection with the pricing of the notes, Macerich Partnership and Macerich entered into privately negotiated capped call transactions with certain of the initial purchasers of the notes or their respective affiliates and certain other financial institutions (the “option counterparties”). The capped call transactions cover, subject to customary adjustments, the number of shares of Macerich’s common stock initially underlying the notes. The cap price of the capped call transactions will initially be approximately $34.06 per share, which represents a premium of approximately 45% over the last reported sale price of Macerich’s common stock on August 6, 2026, and is subject to certain adjustments under the terms of the capped call transactions. The capped call transactions are expected generally to reduce the potential dilution to Macerich’s common stock upon any exchange of notes and/or offset any cash payments Macerich Partnership is required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap.

Macerich Partnership has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates will enter into various derivative transactions with respect to Macerich’s common stock and/or purchase shares of Macerich’s common stock or other securities of Macerich in secondary market transactions concurrently with, or shortly after, the pricing of the notes, including with, or from, as the case may be, certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Macerich’s common stock or the notes at that time. In addition, Macerich Partnership expects that the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Macerich’s common stock and/or purchasing or selling Macerich’s common stock or other securities of Macerich or Macerich Partnership in secondary market transactions prior to the maturity of the notes (and are likely to do so following any repurchase of notes by Macerich Partnership on a fundamental change repurchase date, any redemption date or exchange of the notes and during the 40 VWAP trading day period beginning on the 41st scheduled trading day immediately before the maturity date of the notes, or, to the extent Macerich Partnership exercises the relevant election under the capped call transactions, following any other repurchase of the notes). This activity could also cause, reduce the extent of or avoid an increase or a decrease in the market price of Macerich’s common stock or the notes, which could affect the ability of holders to exchange the notes, and, to the extent the activity occurs during any observation period related to an exchange of notes, it could affect the number of shares of Macerich’s common stock, if any, and value of the consideration that holders will receive upon exchange of the notes.

Macerich Partnership estimates that the net proceeds from the offering of the notes will be approximately $659.1 million, (or approximately $757.0 million if the initial purchasers exercise their option to purchase additional notes in full) after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. Macerich Partnership intends to use approximately $39.2 million of the net proceeds from the offering to pay the cost of the capped call transactions (or approximately $45.0 million if the initial purchasers exercise their option to purchase additional notes in full), and the remainder of the net proceeds to refinance existing secured debt and for general corporate purposes. If the initial purchasers exercise their option to purchase additional notes, Macerich Partnership expects to use a portion of the proceeds from the sale of the additional notes to enter into additional capped call transactions with the option counterparties. Pending such use, Macerich Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts.

The offer and sale of the notes, the related guarantee and any shares of Macerich’s common stock deliverable upon exchange of the notes have not been registered under the Securities Act or any other securities laws, and the notes, such guarantee and any such shares cannot be offered or sold except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

Although Macerich Partnership and Macerich intend to enter into a registration rights agreement pursuant to which Macerich will agree to file a resale registration statement under the Securities Act covering the resale of shares of Macerich’s common stock, if any, deliverable upon exchange of the notes, the registration rights agreement will contain significant limitations, and a resale registration statement may not be available at the time investors wish to resell the shares of Macerich’s common stock, if any, deliverable upon exchange of their notes. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of Macerich’s common stock deliverable upon exchange of the notes, nor will there be any sale of the notes or any such shares of Macerich’s common stock, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.

About Macerich

Macerich (NYSE: MAC) is a fully integrated, self-managed, self-administered real estate investment trust (REIT). As a leading owner, operator, and developer of high-quality retail real estate in densely populated and attractive U.S. markets, Macerich’s portfolio is concentrated in California, the Pacific Northwest, Phoenix/Scottsdale, and the Metro New York to Washington, D.C. corridor. Developing and managing properties that serve as community cornerstones, Macerich currently owns approximately 40 million square feet of real estate, consisting primarily of interests in 38 retail centers.

Forward-Looking Information

Information set forth in this press release contains “forward-looking statements” (within the meaning of the federal securities laws, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended), which reflect Macerich’s expectations regarding future events and plans, including, but not limited to, statements regarding the completion of the offering, the intended use of the net proceeds, expectations regarding the actions of the option counterparties and their respective affiliates and whether the capped call transactions will become effective. Generally, the words “expects,” “anticipates,” “projects,” “intends,” “plans,” “believes,” “seeks,” “estimates,” “scheduled,” “predicts,” “may,” “will,” “should,” “could,” variations of such words and similar expressions identify forward-looking statements. The forward-looking statements are based on information currently available to us and involve a number of known and unknown assumptions, risks, uncertainties and other factors, which may be difficult to predict and beyond the control of Macerich, which could cause actual results to differ materially from those contained in the forward-looking statements. These factors include Macerich’s ability to satisfy the closing conditions to the offering described above, as well as other risks and uncertainties detailed from time to time in Macerich’s filings with the Securities and Exchange Commission (the “SEC”), which are available at the SEC’s website at www.sec.gov. Macerich disclaims any obligation to publicly update or revise any forward-looking statements contained in this press release whether as a result of changes in underlying assumptions or factors, new information, future events or otherwise, except as required by law.

INVESTOR CONTACT: Investor Relations, IR@macerich.com

Filing Exhibits & Attachments

9 documents

Press Releases

• EX-99.1 EX-99.1 13.7 KB
• EX-99.2 EX-99.2 15.0 KB

Agreements & Contracts

• EX-10.1 EX-10.1 240.8 KB
• EX-10.2 EX-10.2 1.0 MB

Other Documents

• EX-4.1 EX-4.1 613.8 KB
• EX-4.3 EX-4.3 198.7 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA 3.1 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE 17.6 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE 11.0 KB