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Macerich Company (NYSE: MAC) refreshes shelf, adds ATM agents

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

Rhea-AI Filing Summary

The Macerich Company filed a new automatic shelf registration statement on Form S-3 on August 5, 2026 to replace its prior Form S-3 (No. 333-273707), which expired on August 4, 2026 under Rule 415(a)(5) of the Securities Act of 1933.

In connection with the new shelf, the company filed four prospectus supplements to continue offerings that had been covered under the prior shelf, including one for its ATM Program. Macerich plans to contribute net proceeds from any ATM Program common stock sales to its Operating Partnership in exchange for OP Units; the Operating Partnership intends to use those proceeds to repay indebtedness and for general corporate purposes. Macerich will not receive proceeds from shares sold under the MACWH, OP Unit or Resale prospectus supplements. The company also executed Amendment No. 1 to its Equity Distribution Agreement, adding Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. as additional sales agents.

Positive

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Negative

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Filing Explained

The new shelf preserves future fundraising capacity, but this 8-K reports no current share issuance, proceeds, or measurable dilution.

The August 5 Form 8-K reports that Macerich filed a new automatic shelf registration after the prior shelf expired on August 4, 2026, preserving a framework for future securities offerings rather than documenting a completed sale.

For existing common holders, the immediate structural effect is future capacity: a later common-stock sale under the ATM could increase total shares and reduce each existing holder’s percentage ownership, but this filing states no shares sold, amount, or price from that program.

The new shelf is recorded as effective through August 5, 2029; a later ATM prospectus supplement or sale disclosure would establish whether that capacity becomes an actual issuance and its size.

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.
New automatic shelf filing date August 5, 2026 Date the new Form S-3 automatic shelf registration statement was filed
Prior S-3 registration number No. 333-273707 File number of the prior automatic shelf registration statement replaced by the new shelf
Prior shelf expiration date August 4, 2026 Date the prior Form S-3 automatic shelf registration expired under Rule 415(a)(5)
Common stock par value $0.01 per share Par value of The Macerich Company common stock listed on the NYSE
Equity Distribution Agreement date November 12, 2024 Original date of the Equity Distribution Agreement for the ATM Program
Amendment No. 1 date August 5, 2026 Date Macerich executed Amendment No. 1 adding two ATM sales agents
automatic shelf registration statement regulatory
"filed an automatic shelf registration statement on Form S-3"
An automatic shelf registration statement is a pre-approved filing that companies submit to securities regulators, allowing them to sell new shares or bonds quickly and efficiently when needed. It acts like a standing permit, enabling the company to raise money without going through a lengthy approval process each time, which can be helpful for responding promptly to market opportunities or needs. For investors, it provides transparency about the company's ability to raise funds and signals planning flexibility.
prospectus supplement regulatory
"filed four prospectus supplements that will continue offerings"
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.
Equity Distribution Agreement regulatory
"entered into the Equity Distribution Agreement, dated as of November 12, 2024"
An equity distribution agreement is a formal plan between a company and financial institutions to sell newly issued shares of the company's stock to investors over a period of time. It helps the company raise money gradually, similar to filling a container with water in stages, rather than all at once. For investors, it provides an organized way to buy shares and can influence the stock's supply and price.
Operating Partnership financial
"contribute the net proceeds from any sales of shares to the Operating Partnership"
An operating partnership is a separate legal entity set up to own and run a company’s core assets and day-to-day businesses, while investors hold interests indirectly through the parent company. Think of it like a dedicated garage that actually stores and services the cars while the owner keeps the dealership; it matters to investors because it affects how income, taxes, liability and voting rights are allocated and therefore can influence distributions and risk.
OP Units financial
"in exchange for OP Units that have economic interests similar to Common Stock"
OP units are ownership stakes in an operating partnership that sits beneath a public parent company, commonly used by real estate and energy firms to hold assets and distributions. Think of them like special shares in a subsidiary: they give economic rights to profits and cash payouts but are structured differently from the parent’s common stock, so investors watch OP unit issuance because it can change the effective ownership, future distributions, and potential dilution of the parent company’s equity.

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FAQ

What new registration did The Macerich Company (MAC) file on August 5, 2026?
The company filed a new automatic shelf registration statement on Form S-3 to replace its prior Form S-3 (No. 333-273707), which expired on August 4, 2026 under Rule 415(a)(5) of the Securities Act of 1933.

How do the new prospectus supplements affect The Macerich Company (MAC)?
Macerich filed four prospectus supplements that allow it to continue offerings previously covered under its prior shelf registration. One relates to the ATM Program, while the MACWH, OP Unit and Resale supplements cover other share sales from which Macerich will not receive proceeds.

How will proceeds from The Macerich Company (MAC) ATM Program be used?
Net proceeds from any ATM Program common stock sales will be contributed by Macerich to its Operating Partnership in exchange for OP Units. The Operating Partnership intends to use those proceeds primarily to repay indebtedness and for general corporate purposes.

Does The Macerich Company (MAC) receive proceeds from all August 5, 2026 offerings?
No. Macerich will not receive any proceeds from sales of shares covered by the MACWH Prospectus Supplement, the OP Unit Prospectus Supplement or the Resale Prospectus Supplement. Only net proceeds from ATM Program sales flow to the company (via the Operating Partnership).

What is Amendment No. 1 to Macerich’s Equity Distribution Agreement (MAC)?
On August 5, 2026, Macerich entered Amendment No. 1 to its Equity Distribution Agreement for the ATM Program. The amendment adds Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. as additional sales agents alongside the existing firms named in the agreement.
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 8.01.

OTHER EVENTS.

On August 5, 2026, The Macerich Company (the “Company”) filed with the U.S. Securities and Exchange Commission (the “SEC”) an automatic shelf registration statement on Form S-3 (the “New Registration Statement”) to replace the Company’s existing automatic shelf registration statement on Form S-3 (No. 333-273707) filed with the SEC on August 4, 2023 (the “Prior Registration Statement”), which expired on August 4, 2026 pursuant to Rule 415(a)(5) under the Securities Act of 1933, as amended.

Continued Offerings

In connection with the filing of the New Registration Statement, the Company also filed four prospectus supplements that will continue offerings that were previously covered by prospectus supplements and the accompanying prospectus to the Prior Registration Statement relating to:

 

  (a)

the offer and sale, from time to time, of shares of common stock, par value $0.01 per share (the “Common Stock”), having an aggregate offering price of up to $500,000,000 pursuant to the terms of the Amended Equity Distribution Agreement (as defined herein) relating to the Company’s existing “at the market” offering program (the “ATM Prospectus Supplement”), of which, as of the date of the ATM Prospectus Supplement, shares of Common Stock having an aggregate offering price of $211,500,207 have been sold and shares of Common Stock having an aggregate offering price up to $288,499,793 remain available for offer and sale under such program (the “ATM Program”);

 

  (b)

the issuance of up to an aggregate of 122,595 shares of Common Stock that may be issued to holders of (i) common units (“MACWH Units”) of limited partnership interest in MACWH, LP, a Delaware limited partnership (“MACWH”), and those MACWH Units that may be issued in the future upon conversion of the Class A convertible preferred units (“MACWH CPUs”) of limited partnership interest in MACWH, upon tender of those MACWH Units for redemption; (ii) MACWH CPUs, upon tender of those MACWH CPUs for redemption; (iii) common units (“OP Units”) of limited partnership interest in The Macerich Partnership, L.P., a Delaware limited partnership (the “Operating Partnership”), issued upon conversion of Series D preferred units of limited partnership interest in the Operating Partnership (the “Series D Preferred Units”), upon tender of those OP Units for redemption; and (iv) MACWH Units, MACWH CPUs and Series D Preferred Units as a result of adjustments made to the conversion ratio or factor of those units (the “MACWH Prospectus Supplement”);

 

  (c)

the issuance of up to 148,305 shares of Common Stock that may be issued upon redemption of OP Units distributed to holders of OP Units and long term incentive plan units of limited partnership interest of the Operating Partnership (the “OP Unit Prospectus Supplement”); and

 

  (d)

the resale of up to 13,453,613 shares of Common Stock that may be issued upon redemption of OP Units (the “Resale Prospectus Supplement”).

The Company will contribute the net proceeds from any sales of shares of Common Stock under the ATM Program to the Operating Partnership in exchange for OP Units that have economic interests substantially similar to those of the Common Stock. The Operating Partnership intends to use the net proceeds from the offering under the ATM Program to repay indebtedness outstanding from time to time and for general corporate purposes. The Company will not receive any proceeds from the sale of the shares covered by the MACWH Prospectus Supplement, the OP Unit Prospectus Supplement or the Resale Prospectus Supplement.

Copies of the legal opinions of the Company’s counsel, Venable LLP, relating to the legality of the shares of Common Stock covered by the prospectus supplements described above, are attached hereto as Exhibits 5.1, 5.2, 5.3 and 5.4 and are incorporated herein by reference and into the New Registration Statement.

ATM Program and Amended Equity Distribution Agreement

On August 5, 2026, in connection with filing the ATM Prospectus Supplement, the Company entered into Amendment No. 1 to Equity Distribution Agreement (“Amendment No. 1”) with J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., BMO Capital Markets Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC, the sales agents under the ATM Program, to include Morgan Stanley & Co. LLC and Scotia Capital (USA) Inc. as additional sales agents for the ATM Program.

The Company previously entered into the Equity Distribution Agreement, dated as of November 12, 2024 (the “Equity Distribution Agreement”), with the sales agents party thereto, as amended by Amendment No. 1 (the “Amended Equity Distribution Agreement”).

The foregoing description of Amendment No. 1 does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Equity Distribution Agreement and Amendment No. 1, which are included as Exhibits 1.1 and 1.2 hereto and are incorporated by reference herein.

This Current Report shall not constitute an offer to sell or the solicitation of an offer to buy any security, nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits

 

Exhibit
Number

   

Description

 1.1    Equity Distribution Agreement, dated as of November 12, 2024, by and among The Macerich Company and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., Goldman Sachs & Co. LLC, BMO Capital Markets Corp. and TD Securities (USA) LLC (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date November 12, 2024)
 1.2    Amendment No. 1 to Equity Distribution Agreement, dated as of August 5, 2026, by and among The Macerich Company and J.P. Morgan Securities LLC, Deutsche Bank Securities Inc., BMO Capital Markets Corp., Goldman Sachs & Co. LLC, Morgan Stanley & Co. LLC, Scotia Capital (USA) Inc. and TD Securities (USA) LLC
 5.1    Opinion of Venable LLP regarding the legality of the shares offered
 5.2    Opinion of Venable LLP regarding the legality of the shares offered
 5.3    Opinion of Venable LLP regarding the legality of the shares offered
 5.4    Opinion of Venable LLP regarding the legality of the shares offered
23.1    Consent of Venable LLP (included in Exhibit 5.1, Exhibit 5.2, Exhibit 5.3 and Exhibit 5.4)
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 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
August 5, 2026      

/s/ Daniel E. Swanstrom II

Date       Senior Executive Vice President,
      Chief Financial Officer and Treasurer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

8 documents

Other Documents