Macerich (NYSE: MAC) executive awarded time- and performance-based LTIPs

Rhea-AI Filing Summary

MACERICH CO Senior EVP and Head of Leasing Doug J. Healey reported awards of LTIP Units in the company’s operating partnership as long-term incentive compensation. One grant of 41,411 LTIP Units vests in three equal installments on December 31 of 2026, 2027 and 2028. A separate 51,585-unit award reflects performance-based LTIP Units earned at 102.89% of a 50,136-unit target for the 2023–2025 performance period, which vested on December 31, 2025 and must be held until December 31, 2026. These LTIP Units can later be converted into common units and then redeemed for cash equal to the fair market value of a MACERICH common share or, at the issuer’s election, one share of common stock.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Healey Doug J

(Last) (First) (Middle)

401 WILSHIRE BLVD.

SUITE 700

(Street)

SANTA MONICA CA 90401

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MACERICH CO [ MAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Senior EVP, Head of Leasing

3. Date of Earliest Transaction (Month/Day/Year)
02/16/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
LTIP Units	(1)	02/16/2026		A		41,411		(1)(2)	(1)	Common Stock	41,411	$0	121,662	D
LTIP Units	(3)	02/16/2026		A		51,585		(4)	(3)	Common Stock	51,585	$0	173,247	D

Explanation of Responses:

1. Represents units of limited partnership interest in The Macerich Partnership, L.P. (the "Partnership"), of which the Issuer is the general partner, issued as long term incentive compensation pursuant to the Issuer's equity based compensatory programs. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes and time vesting, each LTIP Unit may be converted into a common unit of limited partnership interest in the Partnership (a "Common Unit"). Each Common Unit acquired upon conversion of a LTIP Unit may be presented for redemption, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common Unit so presented for one share of common stock. The rights to convert LTIP Units to Common Units and redeem Common Units do not have expiration dates.

2. LTIP Units vest one-third on December 31, 2026, one-third on December 31, 2027 and one-third on December 31, 2028.

3. Represents the vesting of performance-based units of limited partnership interest in The Macerich Partnership, LP (the "Partnership"), of which the Issuer is the general partner. These LTIP Units were issued as long-term incentive compensation and vested upon achievement of certain pre-established performance criteria. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Partnership ("Common Unit"). Each Common Unit may generally be redeemed, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common Unit for one share of common stock. The rights to convert LTIP Units into Common Units and redeem for common stock do not have expiration dates.

4. On January 1, 2023, the reporting person was granted an LTIP Unit award pursuant to which the reporting person could earn 50,136 LTIP Units at target performance, based on the Issuer's performance relative to certain performance criteria during the period from January 1, 2023 through December 31, 2025. On February 16, 2026, the Compensation Committee of the Board of Directors of the Issuer determined that 51,585 of the LTIP Units, or 102.89% of the target amount, were earned based on the Issuer's performance during the performance period. The LTIP Units vested on December 31, 2025 and must be retained by the reporting person until December 31, 2026.

Remarks:

	Doug J. Healey	02/18/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did MAC (Macerich Co) report for Doug J. Healey?

Doug J. Healey reported acquiring two LTIP Unit awards in The Macerich Partnership, L.P. One grant covers 41,411 LTIP Units with time-based vesting, and another 51,585 LTIP Units were earned based on performance criteria for the 2023–2025 period.

How do the LTIP Units reported by MAC for Doug J. Healey work?

The LTIP Units are partnership interests issued as long-term incentive compensation. After meeting tax allocation conditions, each LTIP Unit may convert into a common partnership unit, which can then be redeemed for cash equal to a MACERICH share’s fair value or, at the issuer’s choice, one common share.

What is the vesting schedule for Doug J. Healey’s new MAC LTIP Unit grant?

One LTIP Unit grant for 41,411 units vests in three equal installments. It vests one-third on December 31, 2026, one-third on December 31, 2027, and the final one-third on December 31, 2028, aligning compensation with multi-year service at MACERICH.

How were the performance-based MAC LTIP Units for Doug J. Healey determined?

On February 16, 2026, MACERICH’s Compensation Committee determined that 51,585 LTIP Units, or 102.89% of a 50,136-unit target, were earned. This was based on MACERICH’s performance versus pre-established criteria during the January 1, 2023 to December 31, 2025 performance period.

When did the performance-based MAC LTIP Units vest and how long must they be held?

The performance-based 51,585 LTIP Units vested on December 31, 2025. They must be retained by Doug J. Healey until December 31, 2026, meaning he cannot redeem or convert them before that holding-date requirement is satisfied.

Do the MAC LTIP Units reported for Doug J. Healey have an expiration date?

The rights to convert LTIP Units into common partnership units and redeem those units do not have expiration dates. Once conditions are met, the holder can elect conversion and redemption timing, subject to MACERICH’s option to deliver cash or common shares.