What changed in this filing

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Item 9A. Controls and Procedures

2025-02-28 compared with 2024-02-26 · 425 added, 275 removed, 1241 unchanged (36% of the section changed)

17 unchanged sentences

In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 26, 2024 expressed an unqualified opinion on those consolidated financial statements.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements), and our report dated February 28, 2025 expressed an unqualified opinion on those consolidated financial statements.

Basis for Opinion

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OTHER INFORMATION

During the three months ended December 31, 2023, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

During the three months ended December 31, 2024, none of the Company's directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

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DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

The information required by Item 10 will be included in the Company’s definitive proxy statement to be filed for its 2024 Annual Meeting of Stockholders and is incorporated by reference herein.

The other information required by Item 10 will be included in the Company’s definitive proxy statement to be filed for its 2025 Annual Meeting of Stockholders and is incorporated by reference herein.

The Company has an insider trading policy governing the purchase, sale and other dispositions of the Company’s securities that applies to all of the Company's directors, officers, employees and other covered persons.

The Company believes that its insider trading policy is reasonably designed to promote compliance with insider trading laws, rules and regulations, and listing standards applicable to the Company.

In addition, with regard to the Company's trading in its own securities, it is the Company's policy to comply with insider trading laws, rules and regulations and applicable exchange listing standards.

A copy of the Company’s insider trading policy is filed as Exhibit 19 to this Annual Report on Form 10-K.

The Company has adopted a Code of Business Conduct and Ethics that provides principles of conduct and ethics for its directors, officers and employees.

16 unchanged sentences

Consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022

Consolidated statements of comprehensive (loss) income for the years ended December 31, 2023, 2022 and 2021

Consolidated statements of comprehensive loss for the years ended December 31, 2024, 2023 and 2022

Consolidated statements of equity for the years ended December 31, 2024, 2023 and 2022

10 unchanged sentences

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of The Macerich Company and subsidiaries (Company) as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive (loss) income, equity, and cash flows for each of the years in the three-year period ended December 31, 2023, and the related notes and financial statement Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).

We have audited the accompanying consolidated balance sheets of The Macerich Company and subsidiaries (Company) as of December 31, 2024 and 2023, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2024, and the related notes and financial statement Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024, in conformity with U.S.

16 unchanged sentences

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Evaluation of the fair value of the Chandler Freehold financing arrangement obligation and related gain on sale upon deconsolidation

As discussed in Notes 4, 10, 12, and 16 to the consolidated financial statements, the Company amended the partnership agreement between the Company and its joint venture partner resulting in the derecognition of the related financing arrangement obligation and the recording of a gain on sale of assets.

The fair value of the derecognized financing arrangement obligation and corresponding gain recognized upon deconsolidation was determined primarily based upon the fair value of the underlying shopping center owned by the Chandler Freehold joint venture, Chandler Fashion Center, which was previously consolidated through the date of the amended partnership agreement.

The fair value of the shopping center was estimated using a discounted cash flow approach.

Subsequent changes in the fair value of the financing arrangement obligation were recorded as interest expense through the date the partnership agreement was amended, at which time the financing arrangement was derecognized and recorded in gain on sale of assets.

During 2024, the Company recognized a gain on sale of assets of $334,285 thousand related to the deconsolidation of the Chandler Freehold joint venture, net of interest expense of $13,795 thousand related to the current year change in the fair value of the financing arrangement.

The gain on sale included $88,721 thousand

related to the reversal of the financing arrangement obligation and a $141,291 thousand gain on sale based upon the fair value of the deconsolidated property.

We identified the evaluation of the fair value of the Chandler Freehold financing arrangement obligation and the related gain on sale recorded upon deconsolidation as a critical audit matter.

A high degree of auditor judgment was required to evaluate the key assumptions used in the discounted cash flow approach, including the market rental rates, discount rate, and terminal capitalization rate.

The analysis was sensitive to reasonably possible changes to these key assumptions, which could have had a significant effect on the determination of fair value of the financing arrangement obligation, specifically the underlying shopping center, and related gain on sale recognized upon deconsolidation.

The evaluation of these key assumptions required significant audit effort, including the involvement of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value determination process for the financing arrangement obligation and related gain on sale upon deconsolidation, including controls over the development of the key assumptions used in the discounted cash flow analysis.

With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the key assumptions used in the discounted cash flow analysis by comparing the market rental rates, discount rate, and terminal capitalization rate used by the Company to publicly available market data for comparable properties in a similar geographic region.

Assessment of impairment of property, net and investments in unconsolidated joint ventures

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The Company considers property operating performance, expected holding periods, capitalization rates, and other market factors in making this evaluation.

As of December 31, 2023, property, net was $5,900 million and investments in unconsolidated joint ventures was $853 million.

If the carrying value of a property exceeds the estimate of its undiscounted cash flows, an impairment loss is recognized equal to the excess of the carrying value over its fair value.

1 unchanged sentence

Impairment of properties held in an unconsolidated joint venture follows a similar method.

As discussed in Note 6 to the consolidated financial statements, due to a reduction in the expected holding period of a consolidated property, the Company determined the property's carrying value was impaired and recorded an impairment charge of $144.7 million based on a discounted cash flow approach.

Due to a reduction in the expected holding period of certain consolidated properties, the Company determined the properties’ carrying values were impaired and recorded impairment charges of $334,375 thousand during 2024, of which a portion was recorded based on the discounted cash flow approach and included in gain (loss) on sale or write down of assets, net on the consolidated statement of operations.

In addition due to a reduction in the expected holding period on certain joint venture properties, the Company recorded impairment losses of $179,960 thousand during 2024, of which a portion was recorded based on the discounted cash flow approach and included in equity in loss of unconsolidated joint ventures on the consolidated statement of operations.

As of December 31, 2024, property, net was $7,097,113 thousand and investments in unconsolidated joint ventures was $654,667 thousand.

We identified the assessment of impairment of property, net and investments in unconsolidated joint ventures as a critical audit matter.

1 unchanged sentence

A shortening of a property’s expected holding period could indicate a potential impairment.

In addition, the evaluation of the fair value as determined through a discounted cash flow approach, in particular the key assumptions over the property’s market rental rates, discount rate, and terminal capitalization rate, required a high degree of auditor judgement.

The evaluation of these key assumptions required significant audit effort, including the involvement of valuation professionals with specialized skills and knowledge.

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We evaluated the relevant events or changes in circumstances that the Company considered when evaluating expected holding periods by:

• reading minutes of the meetings of the Company’s Board of Directors and obtaining written representations regarding potential plans, if any, to dispose of certain real estate properties

• reading minutes of the meetings of the Company’s Board of Directors and obtaining written representations regarding potential plans, if any, to dispose of certain real estate properties or investments in unconsolidated joint ventures

• inquiring about the Company’s plans with those in the organization responsible for, and having authority over, potential disposition activities

• reading external communications with investors and analysts

• analyzing documents prepared by the Company regarding proposed real estate transactions

• considering the Company’s plans for properties with mortgages maturing within one year.

With the assistance of our valuation professionals with specialized skills and knowledge, we evaluated the significant assumptions used in the discounted cash flow analysis by comparing the market rental rates, discount rate, and terminal capitalization rate used by the Company to publicly available market data for comparable properties in a similar geographic region.

Evaluation of the fair value of the financing arrangement obligation

As discussed in Notes 2 and 12 to the consolidated financial statements, the Company reports the Chandler Freehold consolidated joint venture as a financing arrangement with the related deferred gain recorded as a liability at fair value.

The fair value of the financing arrangement obligation is determined primarily based upon the fair value of the underlying shopping center, Chandler Fashion Center, owned by the Chandler Freehold consolidated joint venture.

The fair value of the shopping center is estimated using a discounted cash flow model.

Subsequent changes in the fair value of the financing arrangement obligation are recorded as interest expense.

The financing arrangement obligation as of December 31, 2023 was $103 million.

The adjustment to fair value of the financing arrangement obligation was $35 million for the year ended December 31, 2023.

We identified the evaluation of the fair value of the Chandler Freehold financing arrangement obligation as a critical audit matter.

A high degree of auditor judgement was required in evaluating the discounted cash flow model used to fair value the shopping centers.

Specifically, the model was sensitive to reasonably possible changes to significant assumptions, which have a significant effect on the determination of fair value of the financing arrangement obligation.

The key assumptions include market rental rates, discount rates, and terminal capitalization rates.

The evaluation of these key assumptions required significant audit effort, including the involvement of valuation professionals with specialized skills and knowledge.

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls over the Company’s fair value determination process for the financing arrangement obligation and specifically the development of the key assumptions used in the discounted cash flow analysis.

We have served as the Company’s auditor since 2010

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Accumulated deficit ( 3,406,786 ) ( 3,063,789 )

Accumulated other comprehensive (loss) income ( 952 ) 632

Accumulated other comprehensive loss ( 34 ) ( 952 )

Total stockholders' equity 2,756,487 2,447,020

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219,987 172,920 216,851

(Gain) loss on extinguishment of debt ( 8,208 ) — 1,007

Gain on extinguishment of debt ( 14,403 ) ( 8,208 ) —

Total expenses 958,776 871,201 925,980

Equity in (loss) income of unconsolidated joint ventures ( 156,937 ) ( 5,256 ) 15,689

Equity in loss of unconsolidated joint ventures ( 197,352 ) ( 156,937 ) ( 5,256 )

Income tax benefit (expense) 1,300 494 ( 705 )

(Loss) gain on sale or write down of assets, net ( 134,523 ) 7,698 75,740

Net (loss) income ( 278,099 ) ( 65,079 ) 16,163

Gain (loss) on sale or write down of assets, net 38,959 ( 134,523 ) 7,698

Net loss ( 197,665 ) ( 278,099 ) ( 65,079 )

Less net (loss) income attributable to noncontrolling interests ( 3,545 ) ( 4,034 ) 989

Net (loss) income attributable to the Company $ ( 274,065 ) $ ( 66,068 ) $ 14,263

Net loss attributable to the Company $ ( 194,120 ) $ ( 274,065 ) $ ( 66,068 )

Earnings per common share attributable to common stockholders:

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THE MACERICH COMPANY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Dollars in thousands)

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2024 2023 2022

Net (loss) income $ ( 278,099 ) $ ( 65,079 ) $ 16,163

Other comprehensive (loss) income:

Net loss $ ( 197,665 ) $ ( 278,099 ) $ ( 65,079 )

Other comprehensive income (loss):

Interest rate cap/swap agreements 918 ( 1,584 ) 656

Comprehensive (loss) income ( 279,683 ) ( 64,423 ) 24,347

Comprehensive loss ( 196,747 ) ( 279,683 ) ( 64,423 )

Less net (loss) income attributable to noncontrolling interests ( 3,545 ) ( 4,034 ) 989

Comprehensive (loss) income attributable to the Company $ ( 275,649 ) $ ( 65,412 ) $ 22,447

Comprehensive loss attributable to the Company $ ( 193,202 ) $ ( 275,649 ) $ ( 65,412 )

The accompanying notes are an integral part of these consolidated financial statements.

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Common Stock Additional Paid-in Capital Accumulated

Deficit Accumulated Other Comprehensive Loss Total Stockholders'

Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders'

Value Noncontrolling

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Balance at January 1, 2022 214,797,057 $ 2,147 $ 5,488,440 $ ( 2,443,696 ) $ ( 24 ) $ 3,046,867 $ 129,282 $ 3,176,149

Net income — — — 14,263 — 14,263 1,900 16,163

Net (loss) income — — — ( 66,068 ) — ( 66,068 ) 989 ( 65,079 )

Interest rate cap/swap agreements — — — — 656 656 — 656

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Comprehensive

(Loss) Income Total Stockholders'

Income (Loss) Total Stockholders'

Value Noncontrolling

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Balance at December 31, 2022 215,241,129 $ 2,151 $ 5,506,084 $ ( 2,643,094 ) $ 632 $ 2,865,773 $ 83,576 $ 2,949,349

Net (loss) income — — — ( 66,068 ) — ( 66,068 ) 989 ( 65,079 )

Interest rate cap/swap agreements

Net loss — — — ( 274,065 ) — ( 274,065 ) ( 4,034 ) ( 278,099 )

Interest rate cap agreements

— — — — ( 1,584 ) ( 1,584 ) — ( 1,584 )

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— — — — — — ( 12,660 ) ( 12,660 )

Contributions from noncontrolling interests

— — — — — — 602 602

Conversion of noncontrolling interests to common shares

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Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity

Value Noncontrolling

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227,070 2 11,206 — — 11,208 ( 11,208 ) —

Redemption of noncontrolling interests

— — 39 — — 39 ( 94 ) ( 55 )

Adjustment of noncontrolling interests in Operating Partnership

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Cash flows from operating activities:

Net (loss) income $ ( 278,099 ) $ ( 65,079 ) $ 16,163

Adjustments to reconcile net (loss) income to net cash provided by operating activities:

(Gain) loss on extinguishment of debt ( 8,208 ) — 1,007

Loss (gain) on sale or write down of assets, net 134,523 ( 7,698 ) ( 75,740 )

Net loss $ ( 197,665 ) $ ( 278,099 ) $ ( 65,079 )

Adjustments to reconcile net loss to net cash provided by operating activities:

Gain on extinguishment of debt ( 14,403 ) ( 8,208 ) —

(Gain) loss on sale or write down of assets, net ( 38,959 ) 134,523 ( 7,698 )

Depreciation and amortization 305,875 296,394 302,480

Amortization of net discount on mortgage notes payable 13,061 — —

Amortization of share and unit-based plans 12,131 13,166 17,638

Straight-line rent and amortization of above and below market leases, net ( 3,057 ) 522 ( 1,271 )

Recovery of doubtful accounts ( 2,699 ) ( 656 ) ( 6,390 )

Provision for (recovery of) doubtful accounts 6,153 ( 2,699 ) ( 656 )

Income tax (benefit) expense ( 1,300 ) ( 494 ) 705

Equity in loss (income) of unconsolidated joint ventures 156,937 5,256 ( 15,689 )

Equity in loss of unconsolidated joint ventures 197,352 156,937 5,256

Change in fair value of financing arrangement obligation ( 13,795 ) ( 35,118 ) 24,233

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Other assets ( 16,193 ) 6,100 ( 13,246 )

Due (from) to affiliates ( 1,456 ) ( 3,626 ) 1,939

Due from affiliates 2,915 ( 1,456 ) ( 3,626 )

Accounts payable and accrued expenses 21,306 1,870 ( 382 )

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Contributions to unconsolidated joint ventures ( 48,967 ) ( 81,158 ) ( 81,718 )

Cash and restricted cash acquired from acquisition of previously unconsolidated joint venture 49,002 — —

Derecognition of cash previously held by a consolidated joint venture to an unconsolidated joint venture ( 13,005 ) — —

Proceeds from collection of receivable in connection with sale of joint venture property — — 21,000

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Proceeds from share and unit-based plans 1,847 1,798 1,741

(Costs) proceeds from stock offerings, net ( 583 ) ( 183 ) 830,241

Proceeds (costs) from stock offerings, net 657,025 ( 583 ) ( 183 )

Redemption of noncontrolling interests — ( 55 ) ( 328 )

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Net cash used in financing activities ( 316,050 ) ( 338,888 ) ( 321,940 )

Net increase (decrease) in cash, cash equivalents and restricted cash 9,155 14,168 ( 315,688 )

Net (decrease) increase in cash and cash equivalents and restricted cash ( 12,815 ) 9,155 14,168

Cash and cash equivalents and restricted cash at beginning of year 190,294 181,139 166,971

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Accrued development costs included in accounts payable and accrued expenses and other accrued liabilities $ 49,484 $ 48,191 $ 35,334

Derecognition of previously consolidated property and related liabilities to investment in unconsolidated joint venture $ 347,290 $ — $ —

Conversion of Operating Partnership Units to common stock $ 11,208 $ 5,429 $ 2,700

Receivable in connection with sale of joint venture property $ — $ — $ 21,000

Assets acquired from unconsolidated joint venture $ 46,713 $ 23,554 $ —

Assets acquired from unconsolidated joint ventures $ 2,124,511 $ 46,713 $ 23,554

Liabilities assumed from unconsolidated joint ventures $ 1,867,749 $ — $ —

The accompanying notes are an integral part of these consolidated financial statements.

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Basis of Presentation:

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles ("GAAP") in the United States of America.

These consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP").

The accompanying consolidated financial statements include the accounts of the Company.

Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity ("VIE") in accordance with Accounting Standards Codification ("ASC") 810, "Consolidation", in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE are consolidated;

Investments in entities in which the Company has a controlling financial interest or entities that meet the definition of a variable interest entity ("VIE") in accordance with Accounting Standards Codification Topic 810, "Consolidation", in which the Company has, as a result of ownership, contractual or other financial interests, both the power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE are consolidated;

otherwise they are accounted for under the equity method of accounting and are reflected as investments in unconsolidated joint ventures.

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Basis of Presentation:

(1) On December 9, 2023, the Company acquired its joint venture partner's 50.0 % interest in Fashion District Philadelphia for no consideration, and the Company now owns 100 % of this property.

As a result, Fashion District Philadelphia is not included at December 31, 2023 (See Note 15–Acquisitions).

All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

The following table presents a reconciliation of the beginning of period and end of period cash and cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows:

The following table presents a reconciliation of the beginning of year and end of year cash and cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows:

2024 2023 2022

Beginning of period

Beginning of year

Cash and cash equivalents $ 94,936 $ 100,320 $ 112,454

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Cash and cash equivalents and restricted cash $ 190,294 $ 181,139 $ 166,971

End of period

Cash and cash equivalents $ 89,858 $ 94,936 $ 100,320

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Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases.

The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight-line rent adjustment." Minimum rents were (decreased) increased by $( 4,624 ), $( 777 ) and $ 5,873 due to the straight-line rent adjustment during the years ended December 31, 2023, 2022 and 2021, respectively.

The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight-line rent adjustment." Minimum rents were decreased by $ 759 , $ 4,624 and $ 777 due to the straight-line rent adjustment during the years ended December 31, 2024, 2023 and 2022, respectively.

Percentage rents are recognized and accrued when tenants' specified sales targets have been met.

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Gains and losses are recognized upon disposal or retirement of the related assets and are reflected in earnings.

Gains on the disposition of real estate are recognized when the Company transfers control as well as the risks and rewards of ownership to the buyer.

THE MACERICH COMPANY

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Investment in Unconsolidated Joint Ventures:

The Company accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling financial interest in the joint venture or the joint venture meets the definition of a VIE in which the Company is the primary beneficiary through both its power to direct activities that most significantly impact the economic performance of the variable interest entity and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the variable interest entity.

Although the Company has a greater than 50 % interest in Corte Madera Village, LLC, Macerich HHF Centers LLC, New River Associates LLC and Pacific Premier Retail LLC, the Company does not have controlling financial interests in these joint ventures due to the substantive participation rights of the outside partners in these joint ventures and, therefore, accounts for its investments in these joint ventures using the equity method of accounting.

Equity method investments are initially recorded on the balance sheet at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings and losses, distributions received, additional contributions and certain other adjustments, as appropriate.

The Company accounts for its investments in joint ventures using the equity method of accounting unless the Company has a controlling financial interest in the joint venture or the joint venture meets the definition of a VIE in which the Company is the primary beneficiary through both its power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE.

Although the Company has a greater than 50 % interest in Corte Madera Village, LLC, Macerich HHF Centers LLC and Freehold Chandler Holdings LP, the Company does not have controlling financial interests in these joint ventures due to the substantive participation rights of the outside partners in these joint ventures and, therefore, accounts for its investments in these joint ventures using the equity method of accounting.

Equity method investments are typically recorded on the balance sheet at cost and are subsequently adjusted to reflect the Company’s proportionate share of net earnings and losses, distributions received, additional contributions and certain other adjustments, as appropriate.

The Company ceases recognizing its proportionate share of net losses when such losses reduce the investment to zero and the Company has no obligation to guarantee the joint venture’s obligations and is not otherwise committed to provide further financial support to the joint venture.

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In considering whether or not a lessee will execute a below-market fixed-rate lease renewal option, the Company evaluates economic factors and certain qualitative factors at the time of acquisition such as tenant mix in the Center, the Company's relationship with the tenant and the availability of competing tenant space.

Remeasurement gains and losses are recognized when the Company becomes the primary beneficiary of an existing equity method investment that is a VIE to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment, and remeasurement losses to the extent the carrying value of the investment exceeds the fair value.

Remeasurement gains are recognized when the Company becomes the primary beneficiary of an existing equity method investment that is a VIE to the extent that the fair value of the existing equity investment exceeds the carrying value of the investment, and remeasurement losses are recognized to the extent the carrying value of the investment exceeds the fair value.

The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including discount rate, terminal capitalization rate and market rents.

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Summary of Significant Accounting Policies:

Segment Information:

The Company currently operates in one business segment, the acquisition, ownership, development, redevelopment, management and leasing of regional and community shopping centers.

Additionally, the Company operates in one geographic area, the United States.

Fair Value of Financial Instruments:

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When the fair value reasonably approximates the carrying value, no additional disclosure is made.

The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements.

The fair values of interest rate agreements are determined using the market standard methodology of discounting the future expected cash payments or receipts that would occur if variable interest rates fell below or rose above the strike rate of the interest rate agreements.

The variable interest rates used in the calculation of projected receipts on the interest rate agreements are based on an expectation of future interest rates derived from observable market interest rate curves and volatilities.

1 unchanged sentence

In adjusting the fair value of its derivative contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit enhancements, such as collateral postings, thresholds, mutual puts and guarantees.

The Company records its financing arrangement obligation at fair value on a recurring basis with changes in fair value being recorded as interest expense in the Company’s consolidated statements of operations.

The fair value is determined based on a discounted cash flow model, with the significant unobservable inputs including the discount rate, terminal capitalization rate and market rents.

The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement.

The Company recorded its financing arrangement obligation at fair value on a recurring basis with changes in fair value being recorded as interest expense in the Company’s consolidated statements of operations.

The fair value was determined based on a discounted cash flow model, with the significant unobservable inputs including the discount rate, terminal capitalization rate and market rents.

The fair value of the financing arrangement obligation was sensitive to these significant unobservable inputs and a change in these inputs would have resulted in a significantly higher or lower fair value measurement.

Concentration of Risk:

2 unchanged sentences

At various times during the year, the Company had deposits in excess of the FDIC insurance limit.

No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2023, 2022 or 2021, with the exception of one Center in New York which represents approximately 11 % and 12 % of the Company's consolidated revenues for the years ended December 31, 2023 and 2022, respectively.

No Center or tenant generated more than 10% of total revenues during the years ended December 31, 2024, 2023 or 2022, with the exception of one Center in New York which represented approximately 11 %, 11 % and 12 % of the Company's consolidated revenues for the years ended December 31, 2024, 2023 and 2022, respectively.

Management Estimates:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Recent Accounting Pronouncements:

In November 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) No.

2023-07, Segment Reporting - Improvements to Reportable Segment Disclosures (“ASU 2023-07”), which

THE MACERICH COMPANY

2 unchanged sentences

Summary of Significant Accounting Policies:

date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Actual results could differ from those estimates.

Recent Accounting Pronouncements:

In November 2023, the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No.

2023-07 “Segment Reporting (Topic 280):

Improvements to Reportable Segment Disclosures.” This ASU is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted.

The Company is currently evaluating the impact of adopting this ASU on its consolidated financial statements and disclosures.

requires incremental disclosures related to a public entity’s reportable segments.

Required disclosures include, on an annual and interim basis, significant segment expenses that are regularly provided to the chief operating decision maker (“CODM”) and included within each reported measure of segment profit or loss, an amount for other segment items (which is the difference between segment revenue less segment expenses and less segment profit or loss) and a description of its composition, the title and position of the CODM, and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources.

The standard also permits disclosure of more than one measure of segment profit.

ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-07 beginning with its fiscal year ended December 31, 2024.

The adoption of ASU 2023-07 did not have any material impact on the Company's consolidated financial statements as the primary change was the inclusion of additional disclosures related to the Company's single reportable segment (See Note 22 – Segment Reporting).

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses ("ASU 2024-03").

The amendments in ASU 2024-03 apply to all public business entities and require disclosure of specified information about certain costs and expenses.

ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the potential impact of adopting ASU 2024-03.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20):

Induced Conversions of Convertible Debt Instruments ("ASU 2024-04").

The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion.

The new guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods.

The Company is currently evaluating the potential impact of adopting ASU 2024-04.

Earnings Per Share ("EPS"):

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2024 2023 2022

Net (loss) income $ ( 278,099 ) $ ( 65,079 ) $ 16,163

Net loss $ ( 197,665 ) $ ( 278,099 ) $ ( 65,079 )

net (loss) income attributable to noncontrolling interests ( 3,545 ) ( 4,034 ) 989

Net (loss) income attributable to the Company ( 274,065 ) ( 66,068 ) 14,263

Net loss attributable to the Company ( 194,120 ) ( 274,065 ) ( 66,068 )

Allocation of earnings to participating securities ( 906 ) ( 870 ) ( 856 )

Numerator for basic and diluted EPS—net (loss) income attributable to common stockholders

Numerator for basic and diluted EPS—net income (loss) attributable to common stockholders

$ ( 195,026 ) $ ( 274,935 ) $ ( 66,924 )

Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1) 221,845 215,548 215,031

EPS—net (loss) income attributable to common stockholders:

EPS—net income (loss) attributable to common stockholders:

Basic and diluted $ ( 0.88 ) $ ( 1.28 ) $ ( 0.31 )

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AM Tysons LLC 50.0 %

Biltmore Shopping Center Partners LLC 50.0 %

Corte Madera Village, LLC 50.1 %

Country Club Plaza KC Partners LLC 50.0 %

Freehold Chandler Holdings LP - Chandler Fashion Center 50.1 %

Kierland Commons Investment LLC 50.0 %

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Macerich HHF Centers LLC—Various Properties 51.0 %

New River Associates LLC—Arrowhead Towne Center 60.0 %

Pacific Premier Retail LLC—Various Properties 60.0 %

Propcor II Associates, LLC—Boulevard Shops 50.0 %

PV Land SPE, LLC 5.0 %

Paradise Valley - Various Entities 5.0 %

Scottsdale Fashion Square Partnership 50.0 %

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The Company has made the following investments, dispositions and financings in unconsolidated joint ventures during the years ended December 31, 2024, 2023 and 2022 and events subsequent to December 31, 2024:

On March 29, 2021, concurrent with the sale of Paradise Valley Mall (see Note 16 – Dispositions), the Company elected to reinvest into the newly formed joint venture at a 5 % ownership interest for $ 3,819 in cash that is accounted for under the equity method of accounting.

On October 26, 2021, the Company's joint venture in The Shops at Atlas Park replaced the existing loan on the property with a new $ 65,000 loan that bears interest at a floating rate of LIBOR plus 4.15 % (converted to SOFR plus 4.26 % on April 7, 2023) and matures on November 9, 2026, including extension options.

The loan is covered by an interest rate cap agreement that effectively prevents LIBOR/SOFR from exceeding 3.0 % through November 7, 2023.

The interest rate cap has since been extended and effectively prevents SOFR from exceeding 5.76 % through November 7, 2024.

On December 31, 2021, the Company assigned its joint venture interest in The Shops at North Bridge in Chicago, Illinois to its partner in the joint venture.

The assignment included the assumption by the joint venture partner of the Company’s share

On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $ 197,011 loan on the property with a new $ 175,000 loan that bore interest at SOFR plus 3.70 % and matured on February 9, 2025.

The loan was covered by an interest rate cap agreement that effectively prevented SOFR from exceeding 4.0 % through February 15, 2024 and 5.0 % through February 9, 2025.

On August 2, 2022, the Company acquired the remaining 50 % ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in MS Portfolio LLC, the Company's joint venture with Seritage Growth Properties ("Seritage"), for a total purchase price of approximately $ 24,544 .

As a result of this transaction and the shortening of holding periods on certain other assets in the joint venture, an impairment loss was recorded for the year ended December 31, 2022.

The Company's share of the impairment loss was $ 27,054 .

Effective as of August 2, 2022, the Company now owns and has consolidated its 100 % interest in these two former Sears parcels in its consolidated financial statements (See Note 15 — Acquisitions).

On November 14, 2022, the Company's joint venture in Washington Square closed on a four-year maturity date extension for the existing loan to November 1, 2026, including extension options.

The Company's joint venture repaid $ 15,000 ($ 9,000 at

THE MACERICH COMPANY

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Investments in Unconsolidated Joint Ventures:

of the debt owed by the joint venture and no cash consideration was received by the Company.

The Company recognized a loss of approximately $ 28,276 in connection with the assignment.

On December 31, 2021, the Company sold its joint venture interest in the undeveloped property at 443 North Wabash Avenue in Chicago, Illinois to its partner in the joint venture for $ 21,000 .

The Company recognized an immaterial gain in connection with the sale.

On February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $ 197,011 loan on the property with a new $ 175,000 loan that bears interest at SOFR plus 3.70 % and matures on February 9, 2025.

The loan is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0 % through February 15, 2024 and 5.0 % through February 9, 2025.

As a result of this transaction and the shortening of holding periods on certain other assets in the joint venture, an impairment loss was recorded for the twelve months ending December 31, 2022.

The Company's share of the impairment loss was $ 27,054 .

Effective as of August 2, 2022, the Company now owns and has consolidated its 100 % interest in these two former Sears parcels in its consolidated financial statements (See Note 15 — Consolidated Joint Venture and Acquisitions).

On November 14, 2022, the Company's joint venture in Washington Square closed on a four-year maturity date extension for the existing loan to November 1, 2026, including extension options.

The Company's joint venture repaid $ 15,000 ($ 9,000 at the Company's pro rata share) of the outstanding loan balance at closing.

The loan bears interest at SOFR plus 4.0 % and is covered by an interest rate cap agreement that effectively prevents SOFR from exceeding 4.0 % through November 1, 2024.

the Company's pro rata share) of the outstanding loan balance at closing.

The loan bore interest at SOFR plus 4.0 % and was covered by an interest rate cap agreement that effectively prevented SOFR from exceeding 4.0 % through November 1, 2024.

On November 1, 2023, the Company's joint venture repaid an additional $ 15,000 ($ 9,000 at the Company's pro rata share) of the outstanding loan balance.

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Effective May 9, 2023, the Company’s joint venture in Country Club Plaza defaulted on the $ 295,210 ($ 147,605 at the Company’s pro rata share) non-recourse loan on the property.

The Company’s joint venture is in negotiations with the lender on the terms of this non-recourse loan.

The Company’s joint venture was in negotiations with the lender on the terms of this non-recourse loan.

Accordingly, the joint venture shortened the holding period of the property due to the uncertainty as to the outcome of these discussions.

As a result of shortening the holding period, the joint venture determined the fair value of the property was less than the carrying value and recorded an impairment loss during 2023.

The Company recognized $ 100,997 as its share of the impairment which was limited to the extent of its investment which has been reduced to zero.

The Company recognized $ 100,997 as its share of the impairment which was limited to the extent of its investment which was reduced to zero.

On May 18, 2023, the Company acquired Seritage’s remaining 50 % ownership interest in the MS Portfolio LLC joint venture that owns five former Sears parcels, for a total purchase price of $ 46,687 .

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On December 4, 2023, the Company's joint venture in Tysons Corner Center replaced the existing $ 666,465 mortgage loan on the property with a new $ 710,000 loan that bears interest at a fixed rate of 6.60 %, is interest only during the entire loan term and matures on December 6, 2028.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

On December 27, 2023, the Company’s joint venture in One Westside sold the property, a 680,000 square foot office property in Los Angeles, California for $ 700,000 .

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The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5 %.

The Company has a 50 /50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California.

During the three months ended March 31, 2024, the Company evaluated its investment and concluded that due to certain conditions, the Company should not continue to invest capital in this development project.

As a result, the Company determined the investment was impaired on an other-than-temporary basis and wrote-off its entire investment of $ 57,686 in the first quarter of 2024 through equity in loss of unconsolidated joint ventures.

On May 14, 2024, the Company acquired the remaining 40 % ownership interest in Arrowhead Towne Center in the New River Associates LLC joint venture that it did not previously own for a total purchase price of $ 36,447 and the assumption of its joint venture partner's share of debt on the property.

Effective as of May 14, 2024, the Company now owns and has consolidated its 100 % interest in Arrowhead Towne Center (See Note 15—Acquisitions).

On May 14, 2024, the Company acquired the remaining 40 % ownership interest in South Plains Mall in the Pacific Premier Retail LLC joint venture that it did not previously own for no cash consideration and the assumption of its joint venture partner's share of debt on the property.

Effective as of May 14, 2024, the Company now owns and has consolidated its 100 % interest in South Plains Mall (See Note 15—Acquisitions).

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

On June 13, 2024, the partnership agreement between the Company and its joint venture partner was amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement.

Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting (See Note 12—Financing Arrangement and Note 16—Dispositions).

On June 27, 2024, the Company's joint venture in Chandler Fashion Center refinanced the existing $ 256,000 loan on the property with a $ 275,000 loan that bears interest at a fixed rate of 7.06 %, is interest only during the entire loan term and matures on July 1, 2029.

The Company received a distribution of $ 17,700 in connection with this transaction.

On June 28, 2024, the Company's joint venture in Country Club Plaza sold the property for $ 175,600 .

Concurrent with the transaction, the remaining amount owed by the joint venture under the $ 295,470 loan ($ 147,735 at the Company's pro rata share) was forgiven by the lender.

On July 31, 2024, the Company sold its 50 % interest in Biltmore Fashion Park, a 611,000 square foot regional retail center in Phoenix, Arizona, for $ 110,000 .

The Company used the net proceeds to pay down debt.

The Company recognized a gain of approximately $ 42,815 in connection with this transaction (See Note 6—Property, net).

On October 24, 2024, the Company acquired its joint venture partner's 40 % interest in the Pacific Premier Retail Trust portfolio, which includes Los Cerritos Center, Washington Square and Lakewood Center, for a net purchase price of approximately $ 122,132 , which includes the assumption of the partner's share of property level indebtedness.

As a result of this transaction and the shortening of holding periods, an impairment loss was recorded by the joint venture.

The Company's share of the impairment loss was $ 117,031 .

The Company now owns and consolidates its 100 % interests in these properties (See Note 15—Acquisitions).

On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $ 14,532 mezzanine loan and $ 14,532 of the first mortgage, and obtained a 90-day extension for the remaining $ 140,480 of the first mortgage.

The mezzanine loan had an interest rate of SOFR plus 12.25 % and the first mortgage had an interest rate of SOFR plus 2.90 % for a weighted average aggregate interest rate of SOFR plus 3.70 %.

The interest rate on the first mortgage is SOFR plus 2.90 % during the extension period.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.

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_______________________________________________________________________________

(1) These amounts include the assets of $ 2,613,690 and $ 2,690,651 of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2023 and 2022, respectively, and liabilities of $ 1,578,328 and $ 1,611,661 of the PPR Portfolio as of December 31, 2023 and 2022, respectively.

(2) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity into (loss) income on a straight-line basis consistent with the lives of the underlying assets.

(1) These amounts include $ 2,613,690 of assets and $ 1,578,328 of liabilities of Pacific Premier Retail LLC (the "PPR Portfolio") as of December 31, 2023.

On October 24, 2024, the Company acquired its joint venture partner's 40 % interest in the PPR Portfolio as described above.

The amortization of this difference was $ 343,722 , $( 14,316 ) and $ 9,371 for the years ended December 31, 2024, 2023 and 2022, respectively.

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Loss on sale or write down of assets, net — ( 192,336 ) ( 192,336 )

Net (loss) income $ ( 21,176 ) $ 15,978 $ ( 5,198 )

Net loss $ ( 41,935 ) $ ( 181,343 ) $ ( 223,278 )

Company's equity in net loss(1) $ ( 16,517 ) $ ( 140,420 ) $ ( 156,937 )

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Net (loss) income $ ( 21,176 ) $ 15,978 $ ( 5,198 )

Company's equity in net (loss) income $ ( 10,866 ) $ 26,555 $ 15,689

Company's equity in net loss(1) $ ( 3,501 ) $ ( 1,755 ) $ ( 5,256 )

_______________________________________________________________________________

(1) These amounts include impairment losses at the Company's share of $ 179,960 , $ 152,360 and $ 27,054 for the years ended December 31, 2024, 2023 and 2022, respectively.

Significant accounting policies used by the unconsolidated joint ventures are similar to those used by the Company.

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The Company uses interest rate cap agreements to manage the interest rate risk on certain floating rate debt.

The Company recorded other comprehensive (loss) income related to the marking-to-market of derivative instruments of $( 1,584 ), $ 656 and $ 8,184 during the years ended December 31, 2023, 2022 and 2021, respectively.

The $ 1,584 in other comprehensive loss at December 31, 2023 and $ 632 of the $ 656 in other comprehensive income at December 31, 2022 is the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.

The following derivatives were outstanding at December 31, 2023 and December 31, 2022:

Property Designation Notional Amount Product SOFR/LIBOR Rate Maturity December 31,

2023 December 31,

The Company recorded other comprehensive income (loss) related to the marking-to-market of derivative instruments of $ 918 , $( 1,584 ) and $ 656 during the years ended December 31, 2024, 2023 and 2022, respectively.

The $ 918 in other comprehensive income for the year ended December 31, 2024, $ 1,584 in other comprehensive loss for the year ended December 31, 2023 and $ 632 of the $ 656 in other comprehensive income for the year ended December 31, 2022 is the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.

The following derivatives were outstanding at December 31, 2024 and 2023:

Property Designation Notional Amount Product SOFR/LIBOR Rate Maturity 2024 2023

Santa Monica Place Non-Hedged $ 300,000 Cap 4.00 % 12/9/2024 $ — $ 2,665

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The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the respective counterparty's nonperformance risk in the fair value measurements.

Although the Company has determined that the majority of the inputs used to value its derivatives falls within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties.

The Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its interest rate caps.

THE MACERICH COMPANY

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Derivative Instruments and Hedging Activities:

result, the Company determined that its interest rate cap valuations in its entirety is classified in Level 2 of the fair value hierarchy.

As a result, the Company determined that its interest rate cap valuations in its entirety is classified in Level 2 of the fair value hierarchy.

Property, net:

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Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 269,020 , $ 265,140 and $ 271,494 , respectively.

The (loss) gain on sale or write down of assets, net for the years ended December 31, 2023, 2022 and 2021 consist of the following:

The gain (loss) on sale or write down of assets, net for the years ended December 31, 2024, 2023 and 2022 consist of the following:

2024 2023 2022

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_______________________________________________________________________________

(1) For the year ended December 31, 2023, includes gains related to the sale of The Marketplace at Flagstaff and Superstition Springs Power Center and includes gains related to the sale of La Encantada and Paradise Valley Mall during the year ended December 31, 2021 (See Note 16-Dispositions).

(2) Includes impairment losses of $ 144,656 on Fashion Outlets of Niagara Falls and $ 7,880 on Towne Mall during the year ended December 31, 2023.

Includes impairment loss of $ 5,471 relating to the Company's investment in MS Portfolio LLC (See Note 4—Investments in Unconsolidated Joint Ventures) and impairment loss of $ 5,140 on Towne Mall during the year ended December 31, 2022.

Includes a loss of $ 28,276 in 2021 in connection with the assignment of the Company's partnership interest in The Shops at North Bridge (See Note 4—Investments in Unconsolidated Joint Ventures) and impairment loss of $ 27,281 on Estrella Falls during the year ended December 31, 2021.

The impairment losses were due to the reduction of the estimated holding periods of the properties.

The remaining amounts for the years ended December 31, 2023, 2022 and 2021 mainly pertain to the write off of development costs.

(1) For the year ended December 31, 2024, includes a gain of $ 334,285 as a result of the Company no longer recognizing its investment in Chandler Fashion Center as a financing arrangement.

Effective June 13, 2024, the Company accounts for its investment under the equity method of accounting (See Note 12—Financing Arrangement and Note 16—Dispositions).

Also includes a gain of $ 42,815 from the sale of the Company's interest in Biltmore Fashion Park (See Note 4—Investments in Unconsolidated Joint Ventures).

For the year ended December 31, 2023, includes gains related to the sale of The Marketplace at Flagstaff and Superstition Springs Power Center (See Note 16—Dispositions).

(2) For the year ended December 31, 2024, includes impairment losses of $ 334,265 due to the reduction of the estimated holding periods of certain properties, including Fashion District Philadelphia, The Oaks, Santa Monica Place and Wilton Mall.

For the year ended December 31, 2023, includes impairment losses of $ 144,656 on Fashion Outlets of Niagara Falls and $ 7,880 on Towne Mall.

For the year ended December 31, 2022, includes impairment loss of $ 5,471 relating to the Company's investment in MS Portfolio LLC (See Note 4—Investments in Unconsolidated Joint Ventures) and impairment loss of $ 5,140 on Towne Mall.

The impairment losses were

THE MACERICH COMPANY

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Property, net:

due to the reduction of the estimated holding periods of the properties.

The remaining amounts for the years ended December 31, 2024, 2023 and 2022 mainly pertain to the write off of development costs.

(3) See Note 16—Dispositions.

The following table summarizes certain of the Company's assets that were measured on a nonrecurring basis as a result of impairment charges recorded for the years ended December 31, 2024, 2023 and 2022 as described above:

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2022 $ 18,250 $ — $ — $ 18,250

The fair value relating to the 2021 impairments were based on sales contracts and are classified within Level 2 of the fair value hierarchy.

The fair value (Level 3 measurement) related to the 2022 and 2023 impairments were based upon an income approach, using an estimated terminal capitalization rate of 9.5 % and 13 %, respectively, a discount rate of 10.5 % and 14.5 %, respectively, and market rents per square foot of $ 12 to $ 250 .

The fair value (Level 2 measurement) relating to a portion of the 2024 impairments were based on sales contracts and are classified within Level 2 of the fair value hierarchy.

The fair value (Level 3 measurement) related to the 2024, 2023 and 2022 impairments were based upon an income approach, using an estimated terminal capitalization rate in the range of 7.3 % to 13.0 %, a discount rate in the range of 9.0 % and 14.5 % and market rents per square foot of $ 8 to $ 500 .

The fair value is sensitive to these significant unobservable inputs.

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Leasing revenue - variable payments 226,704 235,455 248,433

Recovery of doubtful accounts 2,699 656 6,390

(Provision for) recovery of doubtful accounts ( 6,153 ) 2,699 656

$ 850,453 $ 809,023 $ 800,548

9 unchanged sentences

Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease.

In addition, the Company has five finance leases that expire at various times through 2025.

In addition, the Company has three finance leases that expire at various times through 2030.

The following table summarizes the lease costs for the years ended December 31, 2024, 2023 and 2022:

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2028 8,600 344

2029 6,402 344

Thereafter 68,717 1,230

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Year Ending December 31,

2025 $ 51,111

Thereafter 21,111

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Deferred Charges and Other Assets, net:

The allocated values of above-market leases and below-market leases consist of the following:

The allocated values of above-market leases and below-market leases consist of the following as of December 31, 2024 and 2023:

Above-Market Leases(1)

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_______________________________

(1) Above-market leases are included in deferred charges and other assets, net.

Below-market leases are included in other accrued liabilities.

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Property Pledged as Collateral 2024 2023

Arrowhead Towne Center(5) $ 351,905 $ — 6.75 % $ 1,921 2028

Chandler Fashion Center(6) — 255,924 — % — —

5 unchanged sentences

Fresno Fashion Fair 324,652 324,453 3.67 % 971 2026

Green Acres Commons(9) — 125,256 7.14 % — —

Green Acres Mall(10) 361,948 359,264 6.62 % 1,819 2028

Kings Plaza Shopping Center 537,471 536,956 3.71 % 1,629 2030

Lakewood Center(11) 304,557 — 8.00 % 1,826 2026

Los Cerritos Center(12) 472,745 — 5.77 % 2,506 2027

Oaks, The(13) — 151,496 — % — —

3 unchanged sentences

SanTan Village Regional Center 219,595 219,506 4.34 % 788 2029

Towne Mall(13) — 18,886 4.48 % — —

South Plains Mall(16) 193,870 — 7.97 % 703 2025

Victor Valley, Mall of(17) 83,928 114,966 6.85 % 476 2034

1 unchanged sentence

$ 4,894,525 $ 4,136,136

(1) The mortgage notes payable balances include the unamortized debt discounts.

Debt discounts represent the deficiency of the fair value of debt under the principal value of debt assumed in various acquisitions.

The debt discounts are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method.

The debt discounts as of December 31, 2024 consisted of the following:

Property Pledged as Collateral

Arrowhead Towne Center $ 27,552

Lakewood Center 19,723

Los Cerritos Center 22,521

South Plains 6,130

The mortgage notes payable balances also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method.

Unamortized deferred finance costs were $ 22,042 and $ 21,148 at December 31, 2024 and 2023, respectively.

(2) The interest rate disclosed represents the effective interest rate, including the impact of debt premium and deferred finance costs.

(2) The interest rate disclosed represents the effective interest rate, including the impact of debt discounts and deferred finance costs.

(3) The monthly debt service represents the payment of principal and interest.

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These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.

(5) A 49.9 % interest in the loan has been assumed by a third party in connection with the Company's joint venture in Chandler Freehold (See Note 12—Financing Arrangement).

On November 16, 2023, the Company acquired the partner's 49.9 % interest in Freehold Raceway Mall for $ 5.6 million and the assumption of the partner's share of debt.

The Company now owns 100 % of Freehold Raceway Mall (See Note 15—Acquisitions).

(6) On July 1, 2022, the Company extended the loan maturity to July 1, 2023.

The interest rate remained unchanged at 5.5 %, and the Company repaid $ 10,000 of the outstanding loan balance at closing.

On June 27, 2023, the Company further extended the loan maturity to July 1, 2024.

The Company repaid $ 10,000 of the outstanding loan balance at closing and the amended interest rate was 7.5 % as of July 1, 2023 and incrementally increased to 8.0 % as of October 1, 2023, 8.5 % as of January 1, 2024 and 9.0 % as of April 1, 2024.

On January 25, 2024, the Company replaced the existing loan with a $ 155,000 loan that bears interest at a fixed rate of 6.39 %, is interest only during the majority of the loan term and matures on February 6, 2034.

(7) On August 26, 2022 and November 28, 2022, the Company repaid $ 83,058 and $ 7,117 , respectively, of the outstanding loan balance to satisfy certain loan conditions.

On January 20, 2023, the Company repaid $ 26,107 of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024.

The interest rate was SOFR plus 3.60 %.

On January 22, 2024, the Company repaid the majority of the loan balance.

The remaining $ 8,171 matures on April 21, 2024.

(8) Effective October 6, 2023, the loan is in default.

The Company is in negotiations with the lender on the terms of this non-recourse loan.

THE MACERICH COMPANY

2 unchanged sentences

Mortgage Notes Payable:

(9) On March 25, 2021, the Company closed on a two-year extension of the loan to March 29, 2023.

The interest rate was LIBOR plus 2.75 % and the Company repaid $ 4,680 of the outstanding loan balance at closing.

On January 3, 2023, the Company closed on a five-year $ 370,000 combined refinance of Green Acres Mall and Green Acres Commons.

The new interest only loan bears interest at a fixed rate of 5.90 % and matures on January 6, 2028.

(10) On January 22, 2021, the Company closed on a one-year extension of the loan to February 3, 2022, which also included a one-year extension option to February 3, 2023, which has been exercised.

The interest rate remained unchanged, and the Company repaid $ 9,000 of the outstanding loan balance at closing.

(5) On May 14, 2024, the Company acquired the remaining 40 % ownership interest in Arrowhead Towne Center that it did not previously own and has consolidated its 100 % interest (See Note 15—Acquisitions).

In connection with the acquisition, the Company assumed the partner's share of the loan on the property.

(6) On November 16, 2023, the Company acquired its joint venture partner's 49.9 % interest in Freehold Raceway Mall for $ 5.6 million and assumed the partner's share of debt.

The Company now owns 100 % of Freehold Raceway Mall (See Note 15—Acquisitions).

On June 13, 2024, the partnership agreement between the Company and its partner was amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement.

Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting and the related debt has been deconsolidated (See Note 12—Financing Arrangement and Note 16—Dispositions).

(7) On January 25, 2024, the Company replaced the existing loan with a $ 155,000 loan that bears interest at a fixed rate of 6.39 %, is interest only during the majority of the loan term and matures on February 6, 2034.

(8) On January 20, 2023, the Company repaid $ 26,107 of the outstanding loan balance and exercised its one-year extension option of the loan to January 22, 2024.

The interest rate was SOFR plus 3.60 %.

On January 22, 2024, the Company repaid the majority of the loan balance and the remaining $ 8,171 was scheduled to mature on April 21, 2024 and was paid in full on April 19, 2024.

(9) Effective October 6, 2023, the loan was in default and the Company was in negotiations with the lender on the terms of this non-recourse loan.

On March 19, 2024, the Company closed on a three-year extension of the loan to October 6, 2026.

The interest rate remained unchanged at 5.90 %.

(10) On January 3, 2023, the Company closed on a five-year $ 370,000 combined refinance of Green Acres Mall and Green Acres Commons.

The new interest only loan bears interest at a fixed rate of 5.90 % and matures on January 6, 2028.

(11) On October 24, 2024, the Company acquired the remaining 40 % ownership interest in Lakewood Center that it did not previously own and has consolidated its 100 % interest (See Note 15—Acquisitions).

In connection with the acquisition, the Company assumed the partner's share of the loan on the property.

(12) On October 24, 2024, the Company acquired the remaining 40 % ownership interest in Los Cerritos Center that it did not previously own and has consolidated its 100 % interest (See Note 15—Acquisitions).

In connection with the acquisition, the Company assumed the partner's share of the loan on the property.

(13) On May 6, 2022, the Company closed on a two-year extension of the loan to June 5, 2024 at a new fixed interest rate of 5.25 %.

1 unchanged sentence

On June 5, 2023, the Company repaid $ 10,000 of the outstanding loan balance.

On December 10, 2024, the Company sold The Oaks and concurrently paid off the loan balance with the net proceeds (See Note 16—Dispositions).

(14) On October 28, 2024, the Company closed a $ 525,000 , five-year refinance of the loan on Queens Center.

The new loan bears interest at a fixed rate of 5.37 %, is interest only during the entire loan term and matures on November 6, 2029.

(15) On December 9, 2022, the Company closed on a three-year extension of the loan to December 9, 2025, including extension options.

The interest rate remained unchanged at LIBOR plus 1.48 %, and has converted to 1-month Term SOFR plus 1.52 % effective July 9, 2023.

The loan is covered by an interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0 % during the period ending December 9, 2023.

The interest rate remained unchanged at LIBOR plus 1.48 %, and converted to 1-month Term SOFR plus 1.52 % effective July 9, 2023.

The loan was covered by an interest rate cap agreement that effectively prevented LIBOR from exceeding 4.0 % during the period ending December 9, 2023.

The interest rate cap agreement was converted to 1-month Term SOFR effective July 9, 2023.

The interest rate cap agreement has since been extended with a 4 % strike rate to December 9, 2024.

(13) The Company did not repay the loan on its maturity date and completed transition of the property to a receiver.

The property was sold by the receiver on December 4, 2023 (See Note 16—Dispositions).

The interest rate cap agreement was extended with a 4 % strike rate to December 9, 2024 and was not renewed upon its maturity.

Effective April 9, 2024, the loan is in default and accrues incremental default interest of 4 %.

The Company is in negotiations with the lender on the terms of this non-recourse loan.

(16) On May 14, 2024, the Company acquired the remaining 40 % ownership interest in South Plains Mall that it did not previously own and has consolidated its 100 % interest (See Note 15—Acquisitions).

In connection with the acquisition, the Company assumed the partner's share of the loan on the property.

(17) On August 22, 2024, the Company replaced the existing loan with an $ 85,000 loan that bears interest at a fixed rate of 6.72 %, is interest only during the entire loan term and matures on September 6, 2034.

Most of the mortgage loan agreements contain a prepayment penalty provision for the early extinguishment of the debt.

As of December 31, 2024, all of the Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company.

The Company expects all loan maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or with cash on hand.

The Company expects all loan maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's line of credit or with cash on hand, with the exception of Santa Monica Place as noted above.

Total interest expense capitalized during the years ended December 31, 2024, 2023 and 2022 was $ 22,589 , $ 20,531 and $ 10,471 , respectively.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Mortgage Notes Payable:

The estimated fair value (Level 2 measurement) of mortgage notes payable at December 31, 2024 and 2023 was $ 4,726,227 and $ 3,863,997 , respectively, based on current interest rates for comparable loans.

3 unchanged sentences

2025 $ 541,392

2029 1,138,441

Thereafter 1,145,980

1 unchanged sentence

The future maturities reflected above reflect the extension options that the Company believes will be exercised.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Bank and Other Notes Payable:

2 unchanged sentences

Previously, the Company had a $ 525,000 revolving loan facility, which was scheduled to mature on April 14, 2024.

On September 11, 2023, the Company and the Operating Partnership entered into an amended and restated credit agreement, which amends and restates their prior credit agreement, and provides for an aggregate $ 650,000 revolving loan facility that matures on February 1, 2027, with a one-year extension option.

On September 11, 2023, the Company and the Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior credit agreement, and provides for an aggregate $ 650,000 revolving loan facility that matures on February 1, 2027, with a one-year extension option.

The revolving loan facility can be expanded up to $ 950,000 , subject to receipt of lender commitments and other conditions.

4 unchanged sentences

Adjusted term SOFR is Term SOFR (as defined in the credit agreement) plus 0.10 % per annum.

As of December 31, 2023 and 2022, the borrowing rate was SOFR plus a spread of 2.35 % and LIBOR plus a spread of 2.25 %, respectively.

As of December 31, 2024 and 2023, the borrowing rate was SOFR plus a spread of 2.35 %.

As of December 31, 2024 and 2023, borrowings under the revolving loan facility were $ 110,000 and $ 105,000 , respectively, less unamortized deferred finance costs of $ 11,677 and $ 15,452 , respectively, at a total interest rate of 7.59 % and 8.57 %, respectively.

3 unchanged sentences

Financing Arrangement:

On September 30, 2009, the Company formed a joint venture, whereby a third party acquired a 49.9 % interest in Chandler Fashion Center, a 1,402,000 square foot regional town center in Chandler, Arizona, and Freehold Raceway Mall, a 1,546,000 square foot regional town center in Freehold, New Jersey, referred to herein as Chandler Freehold.

As a result of the Company having certain rights under the agreement to repurchase the assets of Chandler Freehold, the transaction did not qualify for sale treatment.

The Company, however, is not obligated to repurchase the assets.

The Company accounts for its investment in Chandler Freehold as a financing arrangement.

On September 30, 2009, the Company formed a joint venture whereby a third party acquired a 49.9 % interest in Chandler Fashion Center, a 1,401,000 square foot regional shopping center in Chandler, Arizona, and Freehold Raceway Mall, a 1,537,000 square foot regional shopping center in Freehold, New Jersey (collectively referred to herein as "Chandler Freehold").

As a result of the Company having certain rights under the agreement to repurchase the assets of Chandler

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Financing Arrangement:

Freehold, the transaction did not qualify for sale treatment.

The Company, however, was not obligated to repurchase the assets.

The Company accounted for its investment in Chandler Freehold as a financing arrangement.

On November 16, 2023, the Company acquired the 49.9 % ownership interest in Freehold Raceway Mall (See Note 15—Acquisitions).

As a result, Freehold Raceway Mall is no longer part of the financing arrangement and is 100 % owned by the Company.

References to Chandler Freehold after November 16, 2023 shall be deemed to only refer to Chandler Fashion Center.

In connection with the acquisition of the 49.9 % ownership interest, the Company recorded the $ 5,587 purchase amount as a reduction to the financing arrangement obligation.

The Company recognizes interest expense on (i) the changes in fair value of the financing arrangement obligation, (ii) any payments to the joint venture partner equal to their pro rata share of net income (loss) and (iii) any payments to the joint venture partner less than or in excess of their pro rata share of net income.

On June 13, 2024, the partnership agreement between the Company and its partner was amended, removing the specific rights that prohibited the transaction's qualification for sale treatment.

As a result, the transaction qualified for sale treatment and the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement.

The financing arrangement obligation was $ 88,721 on June 13, 2024 and was reversed and included in gain on sale of assets (See Note 16—Dispositions).

References to Chandler Freehold for the period after November 16, 2023 through June 13, 2024 shall be deemed to only refer to Chandler Fashion Center.

The Company recognized interest expense on (i) the changes in fair value of the financing arrangement obligation, (ii) any payments to the joint venture partner equal to their pro rata share of net income (loss) and (iii) any payments to the joint venture partner less than or in excess of their pro rata share of net income.

During the years ended December 31, 2024, 2023 and 2022 the Company recognized related party interest (income) expense in connection with the financing arrangement as follows:

2024 2023 2022

Distributions of the partner's share of net income (loss) $ 2,105 $ 1,833 $ ( 2,763 )

Distributions of the partner's share of net income $ 1,565 $ 2,105 $ 1,833

Distributions in excess of the partner's share of net income 966 8,807 8,669

1 unchanged sentence

$ ( 11,264 ) $ ( 24,206 ) $ 34,735

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Financing Arrangement:

The fair value (Level 3 measurement) of the financing arrangement obligation at December 31, 2023 and 2022 was based upon a terminal capitalization rate of approximately 6.5 % and 6.3 %, respectively, a discount rate of approximately 8.0 % and 7.8 %, respectively, and market rents per square foot ranging from $ 35 to $ 240 .

Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as interest expense (income) in the Company's consolidated statements of operations.

The fair value (Level 3 measurement) of the financing arrangement obligation at June 13, 2024 and December 31, 2023 was based upon a terminal capitalization rate of approximately 7.0 % and 6.5 %, respectively, a discount rate at June 13, 2024 and December 31, 2023 of 8.25 % and 8.0 %, respectively, and market rents per square foot of $ 45 to $ 240 .

The fair value of the financing arrangement obligation was sensitive to these significant unobservable inputs and a change in these inputs could have resulted in a significantly higher or lower fair value measurement.

Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation were recognized as related party interest expense (income) in the Company's consolidated statements of operations.

Noncontrolling Interests:

7 unchanged sentences

Accordingly, as of December 31, 2024 and 2023, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $ 218,988 and $ 158,157 , respectively.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Noncontrolling Interests:

The Company issued common and cumulative preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio.

4 unchanged sentences

Stock Offerings:

In connection with the commencement of separate “at the market” offering programs, on each of February 1, 2021 and March 26, 2021, which are referred to as the “February 2021 ATM Program” and the “March 2021 ATM Program,” respectively, and collectively as the “ATM Programs,” the Company entered into separate equity distribution agreements with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 500,000 under each of the February 2021 ATM Program and the March 2021 ATM Program, or a total of $ 1,000,000 under the ATM Programs.

During the twelve months ended December 31, 2021, the Company issued 62,049,131 shares of common stock under the ATM Programs for aggregate gross proceeds of $ 848,301 and net proceeds of $ 830,241 after commissions and other transaction costs.

The proceeds from the sales under the ATM Programs were used to pay down the Company’s line of credit (See Note 11 – Bank and Other Notes Payable).

As of December 31, 2023, $ 151,699 remained available to be sold under the March 2021 ATM Program.

The February 2021 ATM Program was fully utilized as of June 30, 2021 and is no longer active.

Actual future sales will depend upon a variety of factors including, but not limited to, market conditions, the trading price of the Company’s common stock and the Company’s capital needs.

The Company has no obligation to sell the remaining shares available for sale under the ATM Programs.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Stockholders' Equity:

In connection with the commencement of an “at the market” offering program on March 26, 2021, which is referred to as the “2021 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 500,000 under the 2021 ATM Program.

During the year ended December 31, 2024, the Company issued 9,401,596 shares of common stock under the 2021 ATM Program for aggregate gross proceeds of $ 151,699 and net proceeds of $ 148,624 after commissions and other transaction costs.

The proceeds from the sales under the 2021 ATM Program were used to pay down the Company's revolving loan facility (See Note 11—Bank and Other Notes Payable).

As of December 31, 2024, the 2021 ATM Program was fully utilized and is no longer active.

In connection with the commencement of an “at the market” offering program on November 12, 2024, which is referred to as the “2024 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $ 500,000 under the 2024 ATM Program.

During the year ended December 31, 2024, the Company issued 3,709,322 shares of common stock under the 2024 ATM Program for aggregate gross proceeds of $ 70,706 and net proceeds of $ 69,057 after commissions and other transaction costs.

On November 27, 2024, the Company completed a public offering of 23,000,000 shares of its common stock at a price per share of $ 19.75 , which includes the underwriters' full exercise of their option to purchase an additional 3,000,000 shares, for gross proceeds of approximately $ 454,250 .

The net proceeds of the offering were approximately $ 439,410 after deducting the underwriting discount and offering costs of approximately $ 14,840 .

The Company used the proceeds from the offering, together with cash on hand, to repay the mortgage loan secured by its Washington Square property.

Stock Buyback Program:

3 unchanged sentences

There were no repurchases under the Stock Buyback Program during the years ended December 31, 2024, 2023 and 2022.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Acquisitions:

19 unchanged sentences

Fair value of acquired net assets (at 100 % ownership)

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Acquisitions:

Freehold Raceway Mall:

4 unchanged sentences

On December 9, 2023, the Company acquired its joint venture partner’s 50 % interest in Fashion District Philadelphia for no consideration, and the Company now owns 100 % of this property.

Prior to December 9, 2023, due to the Company’s joint venture partner having no substantive participation rights, the Company accounted for this joint venture as a VIE in its consolidated financial statements (See Note 2 – Summary of Significant Accounting Policies).

Prior to December 9, 2023, due to the Company’s joint venture partner having no substantive participation rights, the Company accounted for this joint venture as a consolidated VIE in its consolidated financial statements (See Note 2 – Summary of Significant Accounting Policies).

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Acquisitions:

Arrowhead Towne Center:

On May 14, 2024, the Company acquired the remaining 40 % ownership interest in Arrowhead Towne Center that it did not previously own for a total purchase price of $ 36,447 and the assumption of its joint venture partner's share of the debt on the property.

Effective as of May 14, 2024, the Company now owns and has consolidated its 100 % interest in Arrowhead Towne Center.

The following is a summary of the allocation of the fair value of Arrowhead Towne Center:

Property $ 426,097

Deferred charges 22,307

Other assets 2,973

Total assets acquired 451,377

Mortgage note payable 383,881

Discount on mortgage note payable ( 33,062 )

Other accrued liabilities 9,439

Total liabilities assumed 360,258

Fair value of acquired net assets (at 100 % ownership)

The net assets acquired upon consolidation of Arrowhead Towne Center were initially recorded at their relative fair values as shown in the table above.

The carrying value of the property was then reduced by the remaining negative basis of $ 58,683 from the equity method investment previously held by the Company.

South Plains Mall:

On May 14, 2024, the Company acquired the remaining 40 % ownership interest in South Plains Mall that it did not previously own for no cash consideration and the assumption of its joint venture partner's share of the debt on the property.

Effective as of May 14, 2024, the Company now owns and has consolidated its 100 % interest in South Plains Mall.

The following is a summary of the allocation of the fair value of South Plains Mall:

Property $ 183,434

Deferred charges 19,223

Other assets 4,114

Total assets acquired 206,771

Mortgage note payable 200,000

Discount on mortgage note payable ( 10,372 )

Other accrued liabilities 8,553

Total liabilities assumed 198,181

Fair value of acquired net assets (at 100 % ownership)

The net assets acquired upon consolidation of South Plains Mall were initially recorded at their relative fair values as shown in the table above.

The carrying value of the property was then reduced by the remaining negative basis of $ 80,750 from the equity method investment previously held by the Company.

Sears parcel at Inland Center:

On May 17, 2024, the Company acquired the former Sears parcel located at Inland Center for $ 5,382 .

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Acquisitions:

Pacific Premier Retail LLC:

On October 24, 2024, the Company acquired the remaining 40 % ownership interest in the Pacific Premier Retail LLC joint venture that owns Lakewood Center, Los Cerritos Center and Washington Square that it did not previously own for a total purchase price of $ 129,000 less the assumption of the partner's share of certain cash balances of $ 6,868 for a net purchase price of $ 122,132 , and the assumption of its joint venture partner's share of debt on the properties.

Effective as of October 24, 2024, the Company now owns and has consolidated its 100 % interest in Lakewood Center, Los Cerritos Center and Washington Square.

The following is a summary of the allocation of the fair value of Lakewood Center, Los Cerritos Center and Washington Square:

Property $ 1,526,515

Deferred charges 85,661

Other assets 19,635

Total assets acquired 1,631,811

Mortgage note payable 1,312,718

Discount on mortgage note payable ( 31,119 )

Other accrued liabilities 27,711

Total liabilities assumed 1,309,310

Fair value of acquired net assets (at 100 % ownership)

The net assets acquired upon consolidation of Lakewood Center, Los Cerritos Center and Washington Square were initially recorded at their relative fair values as shown in the table above.

The carrying value of the property was then reduced by the remaining negative basis of $ 98,800 from the equity method investment previously held by the Company.

On December 2, 2024, the Company paid off the remaining loan balance assumed on Washington Square with the proceeds from the Company's public offering on November 27, 2024 (See Note 14 – Stockholders' Equity) and recognized a gain on extinguishment of debt of $ 14,403 for the year ended December 31, 2024.

Dispositions:

On March 29, 2021, the Company sold Paradise Valley Mall in Phoenix, Arizona to a newly formed joint venture for $ 100,000 resulting in a gain on sale of assets and land of $ 5,563 .

Concurrent with the sale, the Company elected to reinvest into the new joint venture at a 5 % ownership interest (see Note 4 – Investments in Unconsolidated Joint Ventures).

The Company used the proceeds from the sale to pay down its line of credit and for other general corporate purposes.

On September 17, 2021, the Company sold Tucson La Encantada in Tucson, Arizona for $ 165,250 , resulting in a gain on sale of assets of approximately $ 117,242 .

The Company used the net cash proceeds of $ 100,142 to pay down debt.

On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $ 23,500 , which resulted in a gain on sale of assets of $ 10,349 .

2 unchanged sentences

The Company used the net proceeds to pay down debt.

The Company did not repay the loan on Towne Mall on its maturity date of November 1, 2022, and completed transition of the property to a receiver.

On December 4, 2023, Towne Mall was sold by the receiver for $ 9,500 , resulting in a gain on extinguishment of debt of $ 8,208 .

For the twelve months ended December 31, 2023, 2022 and 2021, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $ 5,592 , $ 22,357 and $ 29,427 , respectively.

Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Dispositions:

The Company recognized the following gain on sale of assets on Chandler Fashion Center:

Fair value of investment in unconsolidated joint ventures - Chandler Fashion Center $ 141,291

Reversal of the financing arrangement obligation 88,721

Deconsolidation of Chandler Fashion Center - liabilities in excess of assets 104,273

On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in Harlingen, Texas for $ 7,100 , which resulted in a gain on sale of assets of $ 756 .

The Company used the net proceeds to pay down debt.

On November 25, 2024, the Company sold Southridge Mall, a 791,000 square foot power center in Des Moines, Iowa, for $ 4,000 , which resulted in a loss on sale or write down of assets of $ 911 .

The Company used the net proceeds to pay down debt.

On December 10, 2024, the Company sold The Oaks, a 1,206,000 square foot regional retail center in Thousand Oaks, California, for $ 157,000 , which resulted in a loss on sale or write down of assets of $ 6,932 .

The Company used the net proceeds to pay off the $ 147,751 loan on the property.

For the year ended December 31, 2024, 2023 and 2022, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $ 1,185 , $ 5,592 and $ 22,357 , respectively.

The Company used its share of the proceeds from these sales to pay down debt and for other general corporate purposes.

5 unchanged sentences

At December 31, 2024, the Company had $ 10,722 in outstanding obligations, which it believes will be settled in the next twelve months.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Related Party Transactions:

8 unchanged sentences

Due from affiliates includes $ 1,840 and $ 4,755 of unreimbursed costs and fees from unconsolidated joint ventures under management agreements at December 31, 2024 and 2023, respectively.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

21 unchanged sentences

Balance at end of year 240,547 $ 14.39 284,047 $ 11.79 295,054 $ 14.58

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

Long-Term Incentive Plan Units:

6 unchanged sentences

The fair value of the service-based LTI Units was determined by the market price of the Company's common stock on the date of the grant.

The fair value of the market-indexed LTI Units and performance-based LTI Units are estimated on the date of grant using a Monte Carlo Simulation model.

The fair value of the market-indexed LTI Units and performance-based LTI Units are estimated on the date of

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

grant using a Monte Carlo Simulation model.

The stock price of the Company, along with the stock prices of the group of peer REITs (for market-indexed awards), is assumed to follow the Multivariate Geometric Brownian Motion Process.

10 unchanged sentences

2/15/2024 280,637 Performance-based $ 17.37 12/31/2026

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

3/1/2024 138,634 Service-based $ 16.41 12/31/2026

3/1/2024 152,346 Service-based $ 16.41 3/1/2027

3/1/2024 76,173 Service-based $ 16.41 3/1/2028

3/1/2024 76,173 Service-based $ 16.41 3/1/2029

3/1/2024 261,124 Performance-based $ 16.18 12/31/2026

11/12/2024 77,399 Service-based $ 19.38 11/30/2027

The fair value of the market-indexed LTI Units and performance-based LTI Units (Level 3) were estimated on the date of grant using a Monte Carlo Simulation model that based on the following assumptions:

3 unchanged sentences

2/15/2024 4.28 % 45.04 %

3/1/2024 4.25 % 45.09 %

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The following table summarizes the activity of the non-vested LTI Units during the years ended December 31, 2024, 2023 and 2022:

15 unchanged sentences

Balance at beginning of year 26,371 $ 54.56 26,371 $ 54.56 37,515 $ 54.34

Granted — — — — — —

Forfeited — $ — — — ( 11,144 ) 53.82

Balance at end of year 26,371 $ 54.56 26,371 $ 54.56 26,371 $ 54.56

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

Directors' Phantom Stock Plan:

8 unchanged sentences

As of December 31, 2024, there were 169,758 stock units available for grant under the Directors' Phantom Stock Plan.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2024, 2023 and 2022:

6 unchanged sentences

Vested ( 19,290 ) 17.65 ( 23,509 ) 13.44 ( 27,381 ) 14.55

Forfeited ( 3,910 ) 16.43 — — — —

Balance at end of year — $ — 17,043 $ 14.19 34,039 $ 14.19

11 unchanged sentences

$ 13,988 $ 16,065 $ 22,119

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The Company capitalized share and unit-based compensation costs of $ 1,857 , $ 2,899 and $ 4,481 for the years ended December 31, 2024, 2023 and 2022, respectively.

1 unchanged sentence

Unrecognized compensation costs of share and unit-based plans at December 31, 2024 consisted of $ 12,781 from LTI Units and $ 1,597 from stock units.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Employee Benefit Plans:

1 unchanged sentence

The Plan is a defined contribution retirement plan covering eligible employees of the Macerich Property Management Company, LLC and participating affiliates.

This Plan includes The Macerich Company Common Stock Fund as a new investment alternative under the Plan with 650,000 shares of common stock reserved for issuance under the Plan.

In accordance with the Plan, the Company makes matching contributions equal to 100 percent of the first three percent of compensation deferred by a participant and 50 percent of the next two percent of compensation deferred by a participant.

15 unchanged sentences

_______________________________________________________________________________

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Income Taxes:

(1) The 2024 capital gains are treated as "unrecaptured Section 1250 gains."

(2) The 2023 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code and the 2023 capital gains are treated as "unrecaptured Section 1250 gains."

(3) 54.5 % of the 2022 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code and 45.5 % of the 2022 ordinary income is treated as "qualified dividend income" for purposes of Section 1(h)(11) of the Code.

(3) The 2021 ordinary income is treated as "qualified REIT dividends" for purposes of Section 199A of the Code.

The Company has made Taxable REIT Subsidiary elections for all of its corporate subsidiaries other than its Qualified REIT Subsidiaries.

The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Income Taxes:

The income tax provision of the TRSs for the years ended December 31, 2024, 2023 and 2022 are as follows:

4 unchanged sentences

2024 2023 2022

Book loss (income) for TRSs $ 7,671 $ 2,718 $ ( 23,205 )

Book loss for TRSs $ 9,893 $ 7,671 $ 2,718

Tax at statutory rate on earnings from continuing operations before income taxes

6 unchanged sentences

Property, primarily differences in depreciation and amortization, the tax basis of land assets and treatment of certain other costs

11,992 10,396

Other 799 888

7 unchanged sentences

As of December 31, 2024, the Company had no valuation allowance recorded.

The tax years 2021 through 2023 remain open to examination by the taxing jurisdictions to which the Company is subject.

The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next 12 months.

THE MACERICH COMPANY

1 unchanged sentence

(Dollars in thousands, except per share amounts)

Income Taxes:

The tax years 2020 through 2022 remain open to examination by the taxing jurisdictions to which the Company is subject.

The Company does not expect that the total amount of unrecognized tax benefit will materially change within the next 12 months.

Segment Reporting:

The Company operates as one operating segment and is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States.

The Company's CODM is the chief executive officer, who reviews financial information presented on a consolidated basis.

The CODM assesses performance for the Company's single reportable segment and decides how to allocate resources based on consolidated net income (see the Consolidated Statements of Operations).

The Company's objective in making resource allocation decisions is to optimize the consolidated financial results.

The accounting policies of the Company’s single reportable segment are the same as those described in the summary of significant accounting policies.

As the Company's operations comprise of a single reporting segment, the measure of segment assets is reported in the accompanying consolidated balance sheets as “Total assets.” Consolidated net income, which is reported in the accompanying Consolidated Statements of Operations as “Net loss attributable to the Company” is the measure of segment profit or loss that is most consistent with GAAP that is regularly reviewed by the CODM.

Consolidated net income is used by the CODM in assessing the performance of the segment and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

Subsequent Events:

On February 2, 2024, the Company announced a dividend/distribution of $ 0.17 per share for common stockholders and OP Unit holders of record on February 16, 2024.

On February 14, 2025, the Company announced a dividend/distribution of $ 0.17 per share for common stockholders and OP Unit holders of record on March 4, 2025.

All dividends/distributions will be paid 100% in cash on March 18, 2025.

8 unchanged sentences

Subsequent to

Acquisition Land Building and

Acquisition, net of (impairments) Land Building and

Improvements Equipment

2 unchanged sentences

Depreciation Total Cost

Chandler Fashion Center $ 24,188 $ 223,143 $ — $ 34,766 $ 24,188 $ 250,937 $ 5,878 $ 1,094 $ 282,097 $ 146,946 $ 135,151

Arrowhead Towne Center $ 57,388 $ 310,026 $ — $ 2,428 $ 57,388 $ 312,254 $ 200 $ — $ 369,842 $ 5,409 $ 364,433

Danbury Fair Mall 130,367 316,951 — 133,439 142,751 426,218 11,233 555 580,757 215,315 365,442

10 unchanged sentences

La Cumbre Plaza 18,122 21,492 — ( 23,211 ) 7,813 8,549 41 — 16,403 471 15,932

Lakewood Center 119,530 166,367 — ( 677 ) 119,530 165,662 28 — 285,220 1,004 284,216

Los Cerritos Center 142,844 419,012 — 2,533 161,924 402,336 129 — 564,389 2,543 561,846

Macerich Management Co.

2 unchanged sentences

NorthPark Mall 7,746 74,661 — 10,974 6,714 84,596 1,401 670 93,381 38,965 54,416

Oaks, The 32,300 117,156 — 276,134 56,387 364,777 3,706 720 425,590 222,165 203,425

Pacific View 8,697 8,696 — 139,313 7,854 147,312 1,540 — 156,706 98,880 57,826

5 unchanged sentences

SouthPark Mall 7,035 38,215 — ( 9,879 ) 2,763 32,089 519 — 35,371 20,774 14,597

Southridge Center 6,764 — — 6,824 1,842 11,569 154 23 13,588 8,086 5,502

South Plains Mall 13,274 89,410 — 1,613 12,586 68,949 33 22,729 104,297 1,572 102,725

Stonewood Center 4,948 302,527 — 18,534 4,935 319,123 1,928 23 326,009 96,753 229,256

6 unchanged sentences

Vintage Faire Mall 14,902 60,532 — 66,871 17,647 122,767 1,704 187 142,305 90,714 51,591

Wilton Mall 19,743 67,855 — ( 2,580 ) 11,310 72,158 1,278 272 85,018 51,172 33,846

THE MACERICH COMPANY

7 unchanged sentences

Subsequent to

Acquisition Land Building and

Acquisition, net of (impairments) Land Building and

Improvements Equipment

2 unchanged sentences

Depreciation Total Cost

Washington Square 83,708 496,254 — 816 87,262 493,491 25 — 580,778 2,754 578,024

Wilton Mall 19,743 67,855 — ( 62,458 ) 8,533 16,199 407 1 25,140 312 24,828

Other freestanding stores 47,083 111,936 — 1,416 12,461 70,583 304 77,087 160,435 11,848 148,587

6 unchanged sentences

(Dollars in thousands)

Depreciation of the Company's investment in buildings and improvements reflected in the consolidated statements of operations are calculated over the estimated useful lives of the asset as follows:

Depreciation of the Company's investment in buildings and improvements reflected in the consolidated statements of operations are calculated over the estimated useful lives of the assets as follows:

Buildings and improvements 5 - 40 years

5 unchanged sentences

Additions 2,072,258 257,160 156,445

Dispositions and retirements ( 342,133 ) ( 83,415 ) ( 509,778 )

Dispositions, impairments and retirements ( 1,337,630 ) ( 467,388 ) ( 83,415 )

Balances, end of year $ 9,444,980 $ 8,710,352 $ 8,920,580

4 unchanged sentences

Additions 269,020 265,140 271,494

Dispositions and retirements ( 122,812 ) ( 42,048 ) ( 280,947 )

Dispositions, impairments and retirements ( 731,016 ) ( 248,067 ) ( 42,048 )

Balances, end of year $ 2,347,867 $ 2,809,863 $ 2,792,790

22 unchanged sentences

Amended and Restated Bylaws of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date January 26, 2023).

Description of the Company's Securities

Description of the Company's Securities (incorporated by reference as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2023).

Form of Common Stock Certificate (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, as amended, event date November 10, 1998).

53 unchanged sentences

# The Macerich Company Employee Stock Purchase Plan (as amended and restated effective June 1, 2021) (incorporated by reference as an exhibit to the Company’s Current Report on 8-K, event date May 28, 2021).

* Change in Control Severance Pay Plan for Executive Vice Presidents (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019).

* Change in Control Severance Pay Plan for Senior Executives (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2017).

# First Amendment to the Macerich Company Employee Stock Purchase Plan (incorporated by reference as an exhibit to the Company’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on May 30, 2024).

# The Macerich Company Amended and Restated Severance Pay Plan effective as of March 1, 2024 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2024).

# Employment Agreement Renewal between the Company and Thomas E.

2 unchanged sentences

Registration Rights Agreement dated as of April 25, 2005 among the Company and the persons names on Exhibit A thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).

# Employment Agreement between the Company and Jackson Hsieh, effective as of March 1, 2024 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

# The Macerich Company Sign-On LTIP Inducement Unit Award Agreement (Service-Based) between the Company and Jackson Hsieh, dated March 1, 2024 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

# The Macerich Company 2024 LTIP Inducement Unit Award Agreement (Service-Based) between the Company and Jackson Hsieh, dated March 1, 2024 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

# The Macerich Company 2024 LTIP Inducement Unit Award Agreement (Performance-Based) between the Company and Jackson Hsieh, dated March 1, 2024 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

Exhibit Number Description

# Letter Agreement between the Company and Edward C.

Coppola, dated February 2, 2024 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2024).

# Employment Agreement between the Company and Daniel E.

Swanstrom II, effective as of October 31, 2024.

# Consulting Agreement between the Company and Scott Kingsmore, dated December 31, 2024

The Macerich Company Insider Trading Policy

List of Subsidiaries

Consent of Independent Registered Public Accounting Firm (KPMG LLP)

Section 302 Certification of Thomas E.

O'Hern, Chief Executive Officer and Director

Section 302 Certification of Scott W.

Kingsmore, Chief Financial Officer

** Section 906 Certifications of Thomas E.

O'Hern and Scott W.

The Macerich Company Compensation Recovery Policy

Section 302 Certification of Jackson Hsieh, Chief Executive Officer and Director

Section 302 Certification of Daniel E.

Swanstrom II, Chief Financial Officer

** Section 906 Certifications of Jackson Hsieh and Daniel E.

The Macerich Company Compensation Recovery Policy (incorporated by reference as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2023).

101.SCH Inline XBRL Taxonomy Extension Schema Document

101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document

Exhibit Number Description

101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document

6 unchanged sentences

THE MACERICH COMPANY

/s/ THOMAS E.

/s/ JACKSON HSIEH

Jackson Hsieh

Chief Executive Officer and Director

1 unchanged sentence

Signature Capacity Date

/s/ THOMAS E.

O'HERN Chief Executive Officer and Director February 26, 2024

O'Hern (Principal Executive Officer)

/s/ EDWARD C.

COPPOLA President and Director

February 26, 2024

/s/ PEGGY ALFORD Director

February 26, 2024

/s/ JACKSON HSIEH Chief Executive Officer and Director February 28, 2025

Jackson Hsieh (Principal Executive Officer)

BRANDT Director

8 unchanged sentences

February 28, 2025

LAING Director February 28, 2025

/s/ MARIANNE LOWENTHAL Director

1 unchanged sentence

Marianne Lowenthal

MURPHY Director

February 28, 2025

/s/ ANDREA M.

STEPHEN Director February 28, 2025

KINGSMORE Senior Executive Vice President, Treasurer and Chief Financial Officer (Principal Financial Officer) February 26, 2024

/s/ DANIEL E.

SWANSTROM II Senior Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 28, 2025

/s/ CHRISTOPHER J.

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 9A. Controls and Procedures