MACERICH CO 10-K

ITEM 9A. CONTROLS AND PROCEDURES Conclusion Regarding Effectiveness of Disclosure Controls and Procedures As required by Rule 13a-15(b) under the Securities and Exchange Act of 1934, as amended (the "Exchange Act"), management carried out an evaluation, under the supervision and with the participation of the Company's Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company's disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K. Based on their evaluation as of December 31, 2024, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) were effective to ensure that the information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is (a) recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms and (b) accumulated and communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management's Report on Internal Control Over Financial Reporting The Company's management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). The Company's management assessed the effectiveness of the Company's internal control over financial reporting as of December 31, 2024. In making this assessment, the Company's management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control—Integrated Framework (2013). The Company's management concluded that, as of December 31, 2024, its internal control over financial reporting was effective based on this assessment. KPMG LLP, the independent registered public accounting firm that audited the Company's 2024 consolidated financial statements included in this Annual Report on Form 10-K, has issued a report on the Company's internal control over financial reporting which follows below. Changes in Internal Control over Financial Reporting There were no changes in the Company's internal control over financial reporting during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. 59 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of The Macerich Company: Opinion on Internal Control Over Financial Reporting We have audited The Macerich Company and subsidiaries’ (the Company) 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. 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, 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 The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ KPMG LLP Los Angeles, California February 28, 2025 60 ITEM 9B. OTHER INFORMATION 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). ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not Applicable PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 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. This Code complies with the requirements of the Sarbanes-Oxley Act of 2002 and applicable rules of the Securities and Exchange Commission and the New York Stock Exchange. In addition, the Company has adopted a Code of Ethics for CEO and Senior Financial Officers which supplements the Code of Business Conduct and Ethics applicable to all employees and complies with the additional requirements of the Sarbanes-Oxley Act of 2002 and applicable rules of the Securities and Exchange Commission for those officers. To the extent required by applicable rules of the Securities and Exchange Commission and the New York Stock Exchange, the Company intends to promptly disclose future amendments to certain provisions of these Codes or waivers of such provisions granted to directors and executive officers, including the Company’s principal executive officer, principal financial officer, principal accounting officer or persons performing similar functions, on the Company’s website at www.macerich.com under "Investors—Corporate Governance—Code of Ethics." Each of these Codes of Conduct is available on the Company’s website at www.macerich.com under "Investors—Corporate Governance." During 2024, there were no material changes to the procedures described in the Company's proxy statement relating to the 2025 Annual Meeting of Stockholders by which stockholders may recommend director nominees to the Company. ITEM 11. EXECUTIVE COMPENSATION The information required by Item 11 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. ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by Item 12 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. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by Item 13 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. ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by Item 14 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. 61 PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES Page (a) and (c) 1 Financial Statements Report of Independent Registered Public Accounting Firm (KPMG LLP, Los Angeles, CA, PCAOB Auditor Firm ID: 185 ) 63 Consolidated balance sheets as of December 31, 2024 and 2023 66 Consolidated statements of operations for the years ended December 31, 2024, 2023 and 2022 67 Consolidated statements of comprehensive loss for the years ended December 31, 2024, 2023 and 2022 68 Consolidated statements of equity for the years ended December 31, 2024, 2023 and 2022 69 Consolidated statements of cash flows for the years ended December 31, 2024, 2023 and 2022 72 Notes to consolidated financial statements 74 2 Financial Statement Schedule Schedule III—Real estate and accumulated depreciation 108 (b) Exhibit Index 111 ITEM 16. FORM 10-K SUMMARY Not applicable. 62 Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of The Macerich Company: 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, 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. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s 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, and our report dated February 28, 2025 expressed an unqualified opinion on the effectiveness of the Company’s internal control over financial reporting. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. 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 63 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 As discussed in Notes 2, 4, and 6 to the consolidated financial statements, the Company evaluates its consolidated property and investments in unconsolidated joint ventures (which own and operate properties) for impairment whenever there are indicators that the carrying value of the property may not be recoverable or where there may be an other-than-temporary impairment of investments in unconsolidated joint ventures. The Company considers property operating performance, expected holding periods, capitalization rates, and other market factors in making this evaluation. 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. The fair value of property is determined through either a sales approach or a discounted cash flow approach. Impairment of properties held in an unconsolidated joint venture follows a similar method. 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. Subjective auditor judgment was required to assess the relevant events or changes in circumstances that Company officials considered when evaluating expected holding periods. 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 judgment. 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 property impairment process, including controls over the Company’s evaluation of the expected holding period and the development of the key assumptions used in the discounted cash flow analysis. 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 or investments in unconsolidated joint ventures 64 • 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. /s/ KPMG LLP We have served as the Company’s auditor since 2010 Los Angeles, California February 28, 2025 65 THE MACERICH COMPANY CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) December 31, 2024 2023 ASSETS: Property, net $ 7,097,113 $ 5,900,489 Cash and cash equivalents 89,858 94,936 Restricted cash 87,621 95,358 Tenant and other receivables, net 155,350 183,478 Right-of-use assets, net 111,037 118,664 Deferred charges and other assets, net 369,553 263,068 Due from affiliates 1,840 4,755 Investments in unconsolidated joint ventures 654,667 852,764 Total assets $ 8,567,039 $ 7,513,512 LIABILITIES AND EQUITY: Mortgage notes payable $ 4,894,525 $ 4,136,136 Bank and other notes payable 98,323 89,548 Accounts payable and accrued expenses 87,540 64,194 Lease liabilities 71,683 83,989 Other accrued liabilities 379,863 334,742 Distributions in excess of investments in unconsolidated joint ventures 192,680 174,786 Financing arrangement obligation — 102,516 Total liabilities 5,724,614 4,985,911 Commitments and contingencies Equity: Stockholders' equity: Common stock, $ 0.01 par value, 500,000,000 shares authorized at December 31, 2024 and 2023, 252,925,496 and 215,976,614 shares issued and outstanding at December 31, 2024 and 2023, respectively 2,527 2,158 Additional paid-in capital 6,160,780 5,509,603 Accumulated deficit ( 3,406,786 ) ( 3,063,789 ) Accumulated other comprehensive loss ( 34 ) ( 952 ) Total stockholders' equity 2,756,487 2,447,020 Noncontrolling interests 85,938 80,581 Total equity 2,842,425 2,527,601 Total liabilities and equity $ 8,567,039 $ 7,513,512 The accompanying notes are an integral part of these consolidated financial statements. 66 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) For The Years Ended December 31, 2024 2023 2022 Revenues: Leasing revenue $ 850,453 $ 809,023 $ 800,548 Other 37,937 44,860 30,104 Management Companies 29,814 30,185 28,512 Total revenues 918,204 884,068 859,164 Expenses: Shopping center and operating expenses 306,868 288,407 289,884 Leasing expense 41,340 36,423 32,670 Management Companies' operating expenses 82,059 70,060 67,799 REIT general and administrative expenses 28,145 29,238 27,164 Depreciation and amortization 294,780 282,361 291,612 753,192 706,489 709,129 Interest (income) expense: Related parties ( 11,264 ) ( 24,206 ) 34,735 Other 231,251 197,126 182,116 219,987 172,920 216,851 Gain on extinguishment of debt ( 14,403 ) ( 8,208 ) — Total expenses 958,776 871,201 925,980 Equity in loss of unconsolidated joint ventures ( 197,352 ) ( 156,937 ) ( 5,256 ) Income tax benefit (expense) 1,300 494 ( 705 ) 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 attributable to the Company $ ( 194,120 ) $ ( 274,065 ) $ ( 66,068 ) Earnings per common share attributable to common stockholders: Basic $ ( 0.88 ) $ ( 1.28 ) $ ( 0.31 ) Diluted $ ( 0.88 ) $ ( 1.28 ) $ ( 0.31 ) Weighted average number of common shares outstanding: Basic 221,845,000 215,548,000 215,031,000 Diluted 221,845,000 215,548,000 215,031,000 The accompanying notes are an integral part of these consolidated financial statements. 67 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Dollars in thousands) For The Years Ended December 31, 2024 2023 2022 Net loss $ ( 197,665 ) $ ( 278,099 ) $ ( 65,079 ) Other comprehensive income (loss): Interest rate cap/swap agreements 918 ( 1,584 ) 656 Comprehensive loss ( 196,747 ) ( 279,683 ) ( 64,423 ) Less net (loss) income attributable to noncontrolling interests ( 3,545 ) ( 4,034 ) 989 Comprehensive loss attributable to the Company $ ( 193,202 ) $ ( 275,649 ) $ ( 65,412 ) The accompanying notes are an integral part of these consolidated financial statements. 68 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF EQUITY (Dollars in thousands, except per share data) Stockholders' Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders' Equity Shares Par Value Noncontrolling Interests Total Equity 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 (loss) income — — — ( 66,068 ) — ( 66,068 ) 989 ( 65,079 ) Interest rate cap/swap agreements — — — — 656 656 — 656 Amortization of share and unit-based plans 218,771 2 22,117 — — 22,119 — 22,119 Employee stock purchases 179,723 2 1,739 — — 1,741 — 1,741 Stock offerings, net — — ( 183 ) — — ( 183 ) — ( 183 ) Distributions declared ($ 0.62 ) per share — — — ( 133,330 ) — ( 133,330 ) — ( 133,330 ) Distributions to noncontrolling interests — — — — — — ( 52,998 ) ( 52,998 ) Contributions from noncontrolling interests — — — — — — 602 602 Conversion of noncontrolling interests to common shares 45,578 — 2,700 — — 2,700 ( 2,700 ) — Redemption of noncontrolling interests — — 177 — — 177 ( 505 ) ( 328 ) Adjustment of noncontrolling interests in Operating Partnership — — ( 8,906 ) — — ( 8,906 ) 8,906 — 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 The accompanying notes are an integral part of these consolidated financial statements. 69 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF EQUITY (Continued) (Dollars in thousands, except per share data) Stockholders' Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders' Equity Shares Par Value Noncontrolling Interests Total Equity 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 — — — ( 274,065 ) — ( 274,065 ) ( 4,034 ) ( 278,099 ) Interest rate cap agreements — — — — ( 1,584 ) ( 1,584 ) — ( 1,584 ) Amortization of share and unit-based plans 325,229 3 16,062 — — 16,065 — 16,065 Employee stock purchases 226,766 2 1,796 — — 1,798 — 1,798 Stock offerings, net — — ( 583 ) — — ( 583 ) — ( 583 ) Distributions declared ($ 0.68 ) per share — — — ( 146,630 ) — ( 146,630 ) — ( 146,630 ) Distributions to noncontrolling interests — — — — — — ( 12,660 ) ( 12,660 ) Conversion of noncontrolling interests to common shares 183,490 2 5,427 — — 5,429 ( 5,429 ) — Redemption of noncontrolling interests — — 39 — — 39 ( 94 ) ( 55 ) Adjustment of noncontrolling interests in Operating Partnership — — ( 19,222 ) — — ( 19,222 ) 19,222 — Balance at December 31, 2023 215,976,614 $ 2,158 $ 5,509,603 $ ( 3,063,789 ) $ ( 952 ) $ 2,447,020 $ 80,581 $ 2,527,601 The accompanying notes are an integral part of these consolidated financial statements. 70 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF EQUITY (Continued) (Dollars in thousands, except per share data) Stockholders' Equity Common Stock Additional Paid-in Capital Accumulated Deficit Accumulated Other Comprehensive Loss Total Stockholders' Equity Shares Par Value Noncontrolling Interests Total Equity Balance at December 31, 2023 215,976,614 $ 2,158 $ 5,509,603 $ ( 3,063,789 ) $ ( 952 ) $ 2,447,020 $ 80,581 $ 2,527,601 Net loss — — — ( 194,120 ) — ( 194,120 ) ( 3,545 ) ( 197,665 ) Interest rate cap agreements — — — — 918 918 — 918 Amortization of share and unit-based plans 434,654 4 13,984 — — 13,988 — 13,988 Employee stock purchases 176,240 2 1,845 — — 1,847 — 1,847 Stock offerings, net 36,110,918 361 656,664 — 657,025 — 657,025 Distributions declared ($ 0.68 ) per share — — — ( 148,877 ) — ( 148,877 ) — ( 148,877 ) Distributions to noncontrolling interests — — — — — — ( 12,412 ) ( 12,412 ) Conversion of noncontrolling interests to common shares 227,070 2 11,206 — — 11,208 ( 11,208 ) — Adjustment of noncontrolling interests in Operating Partnership — — ( 32,522 ) — — ( 32,522 ) 32,522 — Balance at December 31, 2024 252,925,496 $ 2,527 $ 6,160,780 $ ( 3,406,786 ) $ ( 34 ) $ 2,756,487 $ 85,938 $ 2,842,425 The accompanying notes are an integral part of these consolidated financial statements. 71 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) For the Years Ended December 31, 2024 2023 2022 Cash flows from operating activities: 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 ) Provision for (recovery of) doubtful accounts 6,153 ( 2,699 ) ( 656 ) Income tax (benefit) expense ( 1,300 ) ( 494 ) 705 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 Distributions of income from unconsolidated joint ventures — 280 1,532 Changes in assets and liabilities, net of acquisitions and dispositions: Tenant and other receivables 3,441 354 6,610 Other assets ( 16,193 ) 6,100 ( 13,246 ) Due from affiliates 2,915 ( 1,456 ) ( 3,626 ) Accounts payable and accrued expenses 21,306 1,870 ( 382 ) Other accrued liabilities 6,583 11,430 71,014 Net cash provided by operating activities 283,445 295,502 337,510 Cash flows from investing activities: Acquisition of property ( 170,829 ) ( 46,687 ) ( 24,544 ) Development, redevelopment, expansion and renovation of properties ( 109,317 ) ( 77,941 ) ( 42,153 ) Property improvements ( 58,330 ) ( 74,562 ) ( 52,640 ) Proceeds from collection of notes receivable — 3,500 — Deferred leasing costs ( 4,910 ) ( 7,000 ) ( 3,111 ) Distributions from unconsolidated joint ventures 93,998 300,861 131,306 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 Proceeds from sale of assets 282,148 35,528 50,458 Net cash provided by (used in) investing activities 19,790 52,541 ( 1,402 ) The accompanying notes are an integral part of these consolidated financial statements. 72 THE MACERICH COMPANY CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued) (Dollars in thousands) For the Years Ended December 31, 2024 2023 2022 Cash flows from financing activities: Proceeds from mortgages, bank and other notes payable 1,225,000 719,000 277,000 Payments on mortgages, bank and other notes payable ( 2,023,651 ) ( 863,258 ) ( 406,075 ) Deferred financing costs ( 8,785 ) ( 28,913 ) ( 6,446 ) Payment on finance arrangement obligation — ( 5,587 ) — Payments on finance leases ( 6,197 ) ( 2,000 ) ( 1,923 ) Proceeds from share and unit-based plans 1,847 1,798 1,741 Proceeds (costs) from stock offerings, net 657,025 ( 583 ) ( 183 ) Redemption of noncontrolling interests — ( 55 ) ( 328 ) Contributions from noncontrolling interests — — 602 Dividends and distributions ( 161,289 ) ( 159,290 ) ( 186,328 ) Net cash used in financing activities ( 316,050 ) ( 338,888 ) ( 321,940 ) 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 Cash and cash equivalents and restricted cash at end of year $ 177,479 $ 190,294 $ 181,139 Supplemental cash flow information: Cash payments for interest, net of amounts capitalized $ 186,345 $ 191,500 $ 180,321 Non-cash investing and financing activities: 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 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. 73 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Dollars in thousands, except per share amounts) 1. Organization: The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers (the "Centers") located throughout the United States. The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of December 31, 2024, the Company was the sole general partner of and held a 96 % ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code"). The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are owned by the Company and are collectively referred to herein as the "Management Companies." 2. Summary of Significant Accounting Policies: Basis of Presentation: 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 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. The Company's sole significant asset is its investment in the Operating Partnership and as a result, substantially all of the Company's assets and liabilities represent the assets and liabilities of the Operating Partnership. In addition, the Operating Partnership has investments in a number of VIEs, including SanTan Village Regional Center. The Operating Partnership's VIEs included the following assets and liabilities: December 31, 2024 2023 Assets: Property, net $ 122,102 $ 128,673 Other assets 22,034 22,277 Total assets $ 144,136 $ 150,950 Liabilities: Mortgage notes payable $ 219,595 $ 219,506 Other liabilities 71,268 78,794 Total liabilities $ 290,863 $ 298,300 74 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) Basis of Presentation: (Continued) All intercompany accounts and transactions have been eliminated in the consolidated financial statements. 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 year Cash and cash equivalents $ 94,936 $ 100,320 $ 112,454 Restricted cash 95,358 80,819 54,517 Cash and cash equivalents and restricted cash $ 190,294 $ 181,139 $ 166,971 End of year Cash and cash equivalents $ 89,858 $ 94,936 $ 100,320 Restricted cash 87,621 95,358 80,819 Cash and cash equivalents and restricted cash $ 177,479 $ 190,294 $ 181,139 Cash and Cash Equivalents and Restricted Cash: The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents, for which cost approximates fair value. Restricted cash includes impounds of property taxes and other capital reserves required under loan and other agreements. Revenues: Leasing revenue includes minimum rents, percentage rents, tenant recoveries and other leasing income. 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 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. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases. The Management Companies provide property management, leasing, corporate, development, redevelopment and acquisition services to affiliated and non-affiliated shopping centers. In consideration for these services, the Management Companies receive monthly management fees generally ranging from 1.5 % to 4.0 % of the gross monthly rental revenue of the properties managed. Property: Maintenance and repair expenses are charged to operations as incurred. Costs for major replacements and betterments, which includes HVAC equipment, roofs, parking lots, etc., are capitalized and depreciated over their estimated useful lives. 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. 75 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) Property is recorded at cost and is depreciated using a straight-line method over the estimated useful lives of the assets as follows: Buildings and improvements 5 - 40 years Tenant improvements 5 - 7 years Equipment and furnishings 5 - 7 years Capitalization of Costs: The Company capitalizes costs incurred in redevelopment, development, renovation and improvement of properties. The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development. These capitalized costs include direct and certain indirect costs clearly associated with the project. Indirect costs include real estate taxes, insurance and certain shared administrative costs. In assessing the amounts of direct and indirect costs to be capitalized, allocations are made to projects based on estimates of the actual amount of time spent on each activity. Indirect costs not clearly associated with specific projects are expensed as period costs. Capitalized indirect costs are allocated to development and redevelopment activities based on the square footage of the portion of the building not held available for immediate occupancy. If costs and activities incurred to ready the vacant space cease, then cost capitalization is also discontinued until such activities are resumed. Once work has been completed on a vacant space, project costs are no longer capitalized. For projects with extended lease-up periods, the Company ends the capitalization when significant activities have ceased, which does not exceed the shorter of a one-year period after the completion of the building shell or when the construction is substantially complete. 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 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. The Company separately reports investments in joint ventures when accumulated distributions have exceeded the Company’s investment, as distributions in excess of investments in unconsolidated joint ventures. The net investment of certain joint ventures is less than zero because of financing or operating distributions that are usually greater than net income, as net income includes charges for depreciation and amortization. Acquisitions: Upon the acquisition of real estate properties, the Company evaluates whether the acquisition is a business combination or asset acquisition. For both business combinations and asset acquisitions, the Company allocates the purchase price of properties to acquired tangible assets and intangible assets and liabilities. For asset acquisitions, the Company capitalizes transaction costs and allocates the purchase price using a relative fair value method allocating all accumulated costs. For business combinations, the Company expenses transaction costs incurred and allocates purchase price based on the estimated fair value of each separately identified asset and liability. The Company allocates the estimated fair value of acquisitions to land, building, tenant improvements and identified intangible assets and liabilities, based on their estimated fair values. In addition, any assumed mortgage notes payable are recorded at their estimated fair values. The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology. Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms. 76 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms. Identifiable intangible assets and liabilities relate to the value of in-place operating leases which come in three forms: (i) leasing commissions and legal costs, which represent the value associated with “cost avoidance” of acquiring in-place leases, such as lease commissions paid under terms generally experienced in the Company's markets; (ii) value of in-place leases, which represents the estimated loss of revenue and of costs incurred for the period required to lease the “assumed vacant” property to the occupancy level when purchased; and (iii) above or below-market value of in-place leases, which represents the difference between the contractual rents and market rents at the time of the acquisition, discounted for tenant credit risks. Leasing commissions and legal costs are recorded in deferred charges and other assets and are amortized over the remaining lease terms. The value of in-place leases is recorded in deferred charges and other assets and amortized over the remaining lease terms plus any below-market fixed rate renewal options. Above or below-market leases are classified in deferred charges and other assets or in other accrued liabilities, depending on whether the contractual terms are above or below-market, and the asset or liability is amortized to minimum rents over the remaining terms of the leases. The remaining lease terms of below-market leases may include certain below-market fixed-rate renewal periods. 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 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. Deferred Charges: Direct costs relating to obtaining tenant leases are deferred and amortized over the initial term of the lease agreement using the straight-line method. As these deferred leasing costs represent productive assets incurred in connection with the Company's leasing arrangements at the Centers, the related cash flows are classified as investing activities within the accompanying Consolidated Statements of Cash Flows. Costs relating to financing of shopping center properties are deferred and amortized over the life of the related loan using the straight-line method, which approximates the effective interest method. The range of the terms of the agreements is as follows: Deferred leasing costs 1 - 20 years Deferred financing costs 1 - 15 years Accounting for Impairment: The Company assesses whether an indicator of impairment in the value of its properties exists by considering expected future operating income, trends and prospects, as well as the effects of demand, competition and other economic factors. Such factors include projected rental revenue, operating costs and capital expenditures as well as capitalization rates and estimated holding periods. The Company generally holds and operates its properties long-term, which decreases the likelihood of their carrying values not being recoverable. Changes in events or changes in circumstances may alter the expected hold period of an asset or asset group, which may result in an impairment loss and such loss could be material to the Company's financial condition or operating performance. If the carrying value of the property exceeds the estimated undiscounted cash flows, an impairment loss is recognized equal to the excess of carrying value over its estimated fair value. Properties classified as held for sale are measured at the lower of the carrying amount or fair value less cost to sell. The estimated fair value of a property is typically determined through a discounted cash flow analysis or based upon a contracted sales price. The discounted cash flow method includes significant unobservable inputs including the discount rate, terminal capitalization rate and market rents. Cash flow projections and rates are subject to management’s judgment and changes in those assumptions could impact the estimation of fair value. 77 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) The Company’s investments in unconsolidated joint ventures apply the same accounting model for property level impairment as described above. Further, the Company reviews its investments in unconsolidated joint ventures for a series of operating losses and other factors that may indicate that a decrease in the value of its investments has occurred which is other-than-temporary. The investment in each unconsolidated joint venture is evaluated periodically, and as deemed necessary, for recoverability and valuation declines that are other-than-temporary. The Company records any such impairment up to the extent of its investment. Share and Unit-based Compensation Plans: The cost of share and unit-based compensation awards is measured at the grant date based on the calculated fair value of the awards and is recognized on a straight-line basis over the requisite service period, which is generally the vesting period of the awards. Derivative Instruments and Hedging Activities: The Company recognizes all derivatives in the consolidated financial statements and measures the derivatives at fair value. The Company uses interest rate swap and cap agreements (collectively, "interest rate agreements") in the normal course of business to manage or reduce its exposure to adverse fluctuations in interest rates. The Company designs its hedges to be effective in reducing the risk exposure that they are designated to hedge. Any instrument that meets the cash flow hedging criteria is formally designated as a cash flow hedge at the inception of the derivative contract. On an ongoing quarterly basis, the Company adjusts its balance sheet to reflect the current fair value of its derivatives. To the extent they are effective, changes in fair value are recorded in comprehensive income. Amounts paid (received) as a result of interest rate agreements are recorded as an addition (reduction) to (of) interest expense. If any derivative instrument used for risk management does not meet the hedging criteria, it is marked-to-market each period with the change in value included in the consolidated statements of operations. Income Taxes: The Company elected to be taxed as a REIT under the Code commencing with its taxable year ended December 31, 1994. To qualify as a REIT, the Company must meet a number of organizational and operational requirements, including a requirement that it distribute at least 90% of its taxable income to its stockholders. It is management's current intention to adhere to these requirements and maintain the Company's REIT status. As a REIT, the Company generally will not be subject to corporate level federal income tax on taxable income it distributes currently to its stockholders. If the Company fails to qualify as a REIT in any taxable year, then it will be subject to federal income taxes at regular corporate rates and may not be able to qualify as a REIT for four subsequent taxable years. Even if the Company qualifies for taxation as a REIT, the Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income, if any. Each partner is taxed individually on its share of partnership income or loss, and accordingly, no provision for federal and state income tax is provided for the Operating Partnership in the consolidated financial statements. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes, which are provided for in the Company's consolidated financial statements. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The deferred tax assets and liabilities of the TRSs relate primarily to differences in the book and tax bases of property and to operating loss carryforwards for federal and state income tax purposes. A valuation allowance for deferred tax assets is provided if the Company believes it is more likely than not that all or some portion of the deferred tax assets will not be realized. Realization of deferred tax assets is dependent on the Company generating sufficient taxable income in future periods. 78 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) Fair Value of Financial Instruments: The fair value hierarchy distinguishes between market participant assumptions based on market data obtained from sources independent of the reporting entity and the reporting entity's own assumptions about market participant assumptions. Level 1 inputs utilize quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs may include quoted prices for similar assets and liabilities in active markets, as well as inputs that are observable for the asset or liability (other than quoted prices), such as interest rates, foreign exchange rates and yield curves that are observable at commonly quoted intervals. Level 3 inputs are unobservable inputs for the asset or liability, which are typically based on an entity's own assumptions, as there is little, if any, related market activity. In instances where the determination of the fair value measurement is based on inputs from different levels of the fair value hierarchy, the level in the fair value hierarchy within which the entire fair value measurement falls is based on the lowest level input that is significant to the fair value measurement in its entirety. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the asset or liability. The Company calculates the fair value of financial instruments and includes this additional information in the notes to consolidated financial statements when the fair value is different than the carrying value of those financial instruments. 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 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. 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. 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 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: The Company maintains its cash accounts in a number of commercial banks. Accounts at these banks are guaranteed by the Federal Deposit Insurance Corporation ("FDIC") up to $250. 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, 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 79 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 2. Summary of Significant Accounting Policies: (Continued) 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. 3. Earnings Per Share ("EPS"): The following table reconciles the numerator and denominator used in the computation of earnings per share for the years ended December 31 (shares in thousands): 2024 2023 2022 Numerator Net loss $ ( 197,665 ) $ ( 278,099 ) $ ( 65,079 ) Less: net (loss) income attributable to noncontrolling interests ( 3,545 ) ( 4,034 ) 989 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 income (loss) attributable to common stockholders $ ( 195,026 ) $ ( 274,935 ) $ ( 66,924 ) Denominator Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1) 221,845 215,548 215,031 EPS—net income (loss) attributable to common stockholders: Basic and diluted $ ( 0.88 ) $ ( 1.28 ) $ ( 0.31 ) ____________________________________ (1) Diluted EPS excludes 99,565 , 99,565 and 99,565 convertible preferred units for the years ended December 31, 2024, 2023 and 2022, respectively, as their impact was antidilutive. Diluted EPS excludes 10,017,081 , 8,952,452 and 8,646,182 Operating Partnership units ("OP Units") for the years ended December 31, 2024, 2023 and 2022, respectively, as their effect was antidilutive. 80 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: The Company owns operating properties through various unconsolidated joint ventures with third parties. The Company's direct or indirect ownership interest in each joint venture as of December 31, 2024 was as follows: Joint Venture Ownership %(1) AM Tysons LLC 50.0 % Corte Madera Village, LLC 50.1 % Freehold Chandler Holdings LP - Chandler Fashion Center 50.1 % Kierland Commons Investment LLC 50.0 % Macerich HHF Broadway Plaza LLC—Broadway Plaza 50.0 % Macerich HHF Centers LLC—Various Properties 51.0 % Propcor II Associates, LLC—Boulevard Shops 50.0 % Paradise Valley - Various Entities 5.0 % Scottsdale Fashion Square Partnership 50.0 % TM TRS Holding Company LLC 50.0 % Tysons Corner LLC 50.0 % Tysons Corner Hotel I LLC 50.0 % Tysons Corner Property Holdings II LLC 50.0 % Tysons Corner Property LLC 50.0 % West Acres Development, LLP 19.0 % WMAP, L.L.C.—Atlas Park, The Shops at 50.0 % _______________________________________________________________________________ (1) The Company's ownership interest in this table reflects its direct or indirect legal ownership interest. Legal ownership may, at times, not equal the Company’s economic interest in the listed entities because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, the Company’s actual economic interest (as distinct from its legal ownership interest) in certain of the properties could fluctuate from time to time and may not wholly align with its legal ownership interests. Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds. 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 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 81 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) 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. On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $ 403,931 mortgage loan on the property with a $ 700,000 loan that bears interest at a fixed rate of 6.21 %, is interest only during the entire loan term and matures on March 6, 2028. On April 25, 2023, the Company's joint venture in Deptford Mall closed on a three-year maturity date extension for the existing loan to April 3, 2026, including extension options. The Company's joint venture repaid $ 10,000 ($ 5,100 at the Company's pro rata share) of the outstanding loan balance at closing. The interest rate on the loan remains unchanged at 3.73 %. 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 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 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 . These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. 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 $ 51,363 . Effective as of May 18, 2023, the Company now owns and has consolidated its 100 % interest in these five former Sears parcels in its consolidated financial statements (See Note 15—Acquisitions). 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. 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 . The existing $ 324,632 loan on the property was repaid, and $ 77,643 of net proceeds were generated at the Company’s 25 % ownership share, which were used to reduce the Company’s revolving loan facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $ 8,118 . On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $ 23,000 mortgage loan on the property with a new $ 24,000 loan that bears interest at a variable rate of SOFR plus 2.50 %, is interest only during the entire loan term and matures on December 5, 2028. 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). 82 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) 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. 83 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures. Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures as of December 31: 2024 2023 Assets(1): Property, net $ 3,519,602 $ 7,201,941 Other assets 459,468 607,864 Total assets $ 3,979,070 $ 7,809,805 Liabilities and partners' capital(1): Mortgage and other notes payable $ 3,461,032 $ 5,445,411 Other liabilities 324,799 436,179 Company's capital 100,684 1,090,403 Outside partners' capital 92,555 837,812 Total liabilities and partners' capital $ 3,979,070 $ 7,809,805 Investment in unconsolidated joint ventures: Company's capital $ 100,684 $ 1,090,403 Basis adjustment(2) 361,303 ( 412,425 ) $ 461,987 $ 677,978 Assets—Investments in unconsolidated joint ventures 654,667 $ 852,764 Liabilities—Distributions in excess of investments in unconsolidated joint ventures ( 192,680 ) ( 174,786 ) $ 461,987 $ 677,978 _______________________________________________________________________________ (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. (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 or on an accelerated basis upon disposition by the joint venture. The amortization of this difference was $ 343,722 , $( 14,316 ) and $ 9,371 for the years ended December 31, 2024, 2023 and 2022, respectively. 84 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures: PPR Portfolio Other Joint Ventures Total Year Ended December 31, 2024 Revenues: Leasing revenue $ 131,449 $ 610,011 $ 741,460 Other 1,416 26,344 27,760 Total revenues 132,865 636,355 769,220 Expenses: Shopping center and operating expenses 32,413 212,023 244,436 Leasing expense 1,218 4,858 6,076 Interest expense 67,319 195,123 262,442 Depreciation and amortization 60,276 208,844 269,120 Total operating expenses 161,226 620,848 782,074 Loss on sale or write down of assets, net ( 640,803 ) ( 199,169 ) ( 839,972 ) Net loss $ ( 669,164 ) $ ( 183,662 ) $ ( 852,826 ) Company's equity in net loss(1) $ ( 134,398 ) $ ( 62,954 ) $ ( 197,352 ) Year Ended December 31, 2023 Revenues: Leasing revenue $ 178,790 $ 690,013 $ 868,803 Other 2,295 21,628 23,923 Total revenues 181,085 711,641 892,726 Expenses: Shopping center and operating expenses 44,096 247,843 291,939 Leasing expense 1,709 4,960 6,669 Interest expense 87,586 197,840 285,426 Depreciation and amortization 89,629 250,005 339,634 Total operating expenses 223,020 700,648 923,668 Loss on sale or write down of assets, net — ( 192,336 ) ( 192,336 ) Net loss $ ( 41,935 ) $ ( 181,343 ) $ ( 223,278 ) Company's equity in net loss(1) $ ( 16,517 ) $ ( 140,420 ) $ ( 156,937 ) 85 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 4. Investments in Unconsolidated Joint Ventures: (Continued) PPR Portfolio Other Joint Ventures Total Year Ended December 31, 2022 Revenues: Leasing revenue $ 183,620 $ 668,523 $ 852,143 Other 739 19,967 20,706 Total revenues 184,359 688,490 872,849 Expenses: Shopping center and operating expenses 41,904 232,213 274,117 Leasing expense 1,684 4,880 6,564 Interest expense 65,957 148,443 214,400 Depreciation and amortization 95,990 258,008 353,998 Total operating expenses 205,535 643,544 849,079 Loss on sale or write down of assets, net — ( 28,968 ) ( 28,968 ) Net (loss) income $ ( 21,176 ) $ 15,978 $ ( 5,198 ) 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. 5. Derivative Instruments and Hedging Activities: The Company uses interest rate cap agreements to manage the interest rate risk on certain floating rate debt. 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: Fair Value 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 The Macerich Partnership, L.P. Non-Hedged $ ( 300,000 ) Sold Cap 4.00 % 12/9/2024 $ — $ ( 2,658 ) The above derivatives were valued with an aggregate fair value (Level 2 measurement) and were included in other assets (other accrued liabilities). The fair value of the Company's interest rate derivatives were determined using discounted cash flow analysis on the expected cash flows of the derivatives. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities. 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. 86 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 5. Derivative Instruments and Hedging Activities: (Continued) 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. 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. 6. Property, net: Property, net at December 31, 2024 and 2023 consists of the following: 2024 2023 Land $ 1,713,296 $ 1,388,345 Buildings and improvements 6,608,217 6,070,367 Tenant improvements 617,007 724,427 Equipment and furnishings(1) 170,570 186,717 Construction in progress 335,890 340,496 9,444,980 8,710,352 Less accumulated depreciation(1) ( 2,347,867 ) ( 2,809,863 ) $ 7,097,113 $ 5,900,489 (1) Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at December 31, 2024 and 2023 (See Note 8—Leases). Depreciation expense for the years ended December 31, 2024, 2023 and 2022 was $ 269,020 , $ 265,140 and $ 271,494 , respectively. 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 Property sales(1) $ 372,149 $ 13,380 $ 386 Write-down of assets(2) ( 334,375 ) ( 153,495 ) ( 15,045 ) Land sales(3) 1,185 5,592 22,357 $ 38,959 $ ( 134,523 ) $ 7,698 _______________________________________________________________________________ (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 87 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 6. Property, net: (Continued) 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: Years ended December 31, Total Fair Value Measurement Quoted Prices in Active Markets for Identical Assets Significant Other Observable Inputs Significant Unobservable Inputs (Level 1) (Level 2) (Level 3) 2024 $ 436,000 $ — $ 26,000 $ 410,000 2023 $ 63,200 $ — $ — $ 63,200 2022 $ 18,250 $ — $ — $ 18,250 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. 7. Tenant and Other Receivables, net: Included in tenant and other receivables, net is an allowance for doubtful accounts of $ 7,146 and $ 4,824 at December 31, 2024 and 2023, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $ 17,214 and $ 15,076 at December 31, 2024 and 2023, respectively, and a deferred rent receivable due to straight-line rent adjustments of $ 94,445 and $ 105,260 at December 31, 2024 and 2023, respectively. 8. Leases: Lessor Leases: The Company leases its Centers under agreements that are classified as operating leases. These leases generally include minimum rents, percentage rents and recoveries of real estate taxes, insurance and other shopping center operating expenses. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rents are recognized and accrued when tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases. For leasing revenues in which collectability of substantially all of the rents is not considered probable, lease income is recognized on a cash basis and all previously recognized tenant accounts receivables, including straight-line rent, are fully reserved in the period in which the lease income is determined not to be probable of collection. The following table summarizes the components of leasing revenue for the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Leasing revenue - fixed payments $ 629,902 $ 570,869 $ 551,459 Leasing revenue - variable payments 226,704 235,455 248,433 (Provision for) recovery of doubtful accounts ( 6,153 ) 2,699 656 $ 850,453 $ 809,023 $ 800,548 88 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 8. Leases: (Continued) The following table summarizes the future rental payments to the Company: 2025 $ 584,475 2026 481,460 2027 382,571 2028 304,496 2029 234,401 Thereafter 947,504 $ 2,934,907 Lessee Leases: The Company has certain properties that are subject to non-cancelable operating leases. The leases expire at various times through 2078, subject in some cases to options to extend the terms of the lease. 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 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: 2024 2023 2022 Operating lease costs $ 13,060 $ 13,608 $ 15,133 Finance lease costs: Amortization of ROU assets 1,181 1,366 1,930 Interest on lease liabilities 256 420 499 $ 14,497 $ 15,394 $ 17,562 The following table summarizes the future rental payments required under the leases as of December 31, 2024: Year ending Operating Leases Finance Leases 2025 $ 11,527 $ 1,744 2026 11,640 344 2027 11,810 344 2028 8,600 344 2029 6,402 344 Thereafter 68,717 1,230 Total undiscounted rental payments 118,696 4,350 Less imputed interest ( 51,421 ) 58 Total lease liabilities $ 67,275 $ 4,408 The Company's weighted average remaining lease term of its operating and finance leases at December 31, 2024 was 24.3 years and 2.6 years, respectively. The Company's weighted average incremental borrowing rate of its operating and finance leases at December 31, 2024 was 7.2 % and 2.8 %, respectively. 89 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 9. Deferred Charges and Other Assets, net: Deferred charges and other assets, net at December 31, 2024 and 2023 consist of the following: 2024 2023 Leasing $ 69,077 $ 89,175 Intangible assets: In-place lease values(1) 142,979 59,478 Leasing commissions and legal costs(1) 27,676 16,364 Above-market leases 74,712 66,002 Deferred tax assets 25,324 24,024 Deferred compensation plan assets 69,031 62,755 Other assets 48,771 73,576 457,570 391,374 Less accumulated amortization(2) ( 88,017 ) ( 128,306 ) $ 369,553 $ 263,068 _______________________________ (1) The amortization of these intangible assets for the next five years and thereafter is as follows: Year Ending December 31, 2025 $ 51,111 2026 26,731 2027 17,828 2028 11,615 2029 8,376 Thereafter 21,111 $ 136,772 (2) Accumulated amortization includes $ 33,883 and $ 39,540 relating to in-place lease values, leasing commissions and legal costs at December 31, 2024 and 2023, respectively. Amortization expense for in-place lease values, leasing commissions and legal costs was $ 18,423 , $ 7,417 and $ 6,734 for the years ended December 31, 2024, 2023 and 2022, respectively. 90 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 9. Deferred Charges and Other Assets, net: (Continued) The allocated values of above-market leases and below-market leases consist of the following as of December 31, 2024 and 2023: 2024 2023 Above-Market Leases(1) Original allocated value $ 74,712 $ 66,002 Less accumulated amortization ( 26,173 ) ( 36,926 ) $ 48,539 $ 29,076 Below-Market Leases(1) Original allocated value $ 114,150 $ 85,174 Less accumulated amortization ( 36,338 ) ( 37,490 ) $ 77,812 $ 47,684 _______________________________ (1) Above-market leases are included in deferred charges and other assets, net. Below-market leases are included in other accrued liabilities. The allocated values of above and below-market leases will be amortized into minimum rents on a straight-line basis over the individual remaining lease terms. The amortization of these values for the next five years and thereafter is as follows: Year Ending December 31, Above Market Below Market 2025 $ 12,535 $ 15,874 2026 9,201 13,306 2027 7,253 10,069 2028 5,408 8,079 2029 4,502 6,982 Thereafter 9,640 23,502 $ 48,539 $ 77,812 91 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 10. Mortgage Notes Payable: Mortgage notes payable at December 31, 2024 and 2023 consist of the following: Carrying Amounts of Mortgage Notes(1) Effective Interest Rate(2) Monthly Debt Service(3) Maturity Date(4) Property Pledged as Collateral 2024 2023 Arrowhead Towne Center(5) $ 351,905 $ — 6.75 % $ 1,921 2028 Chandler Fashion Center(6) — 255,924 — % — — Danbury Fair Mall(7) 152,149 122,502 6.59 % 836 2034 Fashion District Philadelphia(8) — 70,820 — % — — Fashion Outlets of Chicago 299,465 299,375 4.61 % 1,145 2031 Fashion Outlets of Niagara Falls USA(9) 80,775 86,470 6.52 % 727 2026 Freehold Raceway Mall(6) 399,210 399,044 3.94 % 1,300 2029 Fresno Fashion Fair 324,652 324,453 3.67 % 971 2026 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 — % — — Pacific View 70,560 70,976 5.45 % 399 2032 Queens Center(14) 522,945 600,000 5.45 % 2,349 2029 Santa Monica Place(15) 298,791 297,474 6.35 % 1,480 2024 SanTan Village Regional Center 219,595 219,506 4.34 % 788 2029 South Plains Mall(16) 193,870 — 7.97 % 703 2025 Victor Valley, Mall of(17) 83,928 114,966 6.85 % 476 2034 Vintage Faire Mall 219,959 226,910 3.55 % 1,256 2026 $ 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 $ 75,926 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 discounts and deferred finance costs. (3) The monthly debt service represents the payment of principal and interest. (4) The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met. 92 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 10. Mortgage Notes Payable: (Continued) (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 %. The Company repaid $ 5,000 of the outstanding loan balance at closing. 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 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 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, 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. 93 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 10. Mortgage Notes Payable: (Continued) 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. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt. The future maturities of mortgage notes payable are as follows: Year Ending December 31, 2025 $ 541,392 2026 949,264 2027 484,098 2028 733,318 2029 1,138,441 Thereafter 1,145,980 4,992,493 Deferred finance cost, net ( 22,042 ) $ 4,970,451 The future maturities reflected above reflect the extension options that the Company believes will be exercised. 11. Bank and Other Notes Payable: Bank and other notes payable at December 31, 2024 and 2023 consist of the following: Credit Facility: 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 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. Concurrently with the entry into the amended and restated credit agreement, the Company drew $ 152,000 of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under its prior credit facility. All obligations under the credit facility are guaranteed unconditionally by the Company and are secured in the form of mortgages on certain wholly-owned assets and pledges of equity interests held by certain of the Company’s subsidiaries. The new credit facility bears interest, at the Operating Partnership’s option, at either the base rate (as defined in the credit agreement) or adjusted term SOFR (as defined in the credit agreement) plus, in both cases, an applicable margin. The applicable margin depends on the Company’s overall leverage ratio and ranges from 1.00 % to 2.50 % over the selected index rate. Adjusted term SOFR is Term SOFR (as defined in the credit agreement) plus 0.10 % per annum. 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. As of December 31, 2024, the Company's availability under the revolving loan facility for additional borrowings was $ 539,777 . The estimated fair value (Level 2 measurement) of borrowings under the credit facility at December 31, 2024 was $ 110,963 for the revolving loan facility based on a present value model using a credit interest rate spread offered to the Company for comparable debt. As of December 31, 2024 and 2023, the Company was in compliance with all applicable financial loan covenants. 12. 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 94 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 12. Financing Arrangement: (Continued) 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. 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. 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 $ 1,565 $ 2,105 $ 1,833 Distributions in excess of the partner's share of net income 966 8,807 8,669 Adjustment to fair value of financing arrangement obligation ( 13,795 ) ( 35,118 ) 24,233 $ ( 11,264 ) $ ( 24,206 ) $ 34,735 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. 13. Noncontrolling Interests: The Company allocates net income of the Operating Partnership based on the weighted-average ownership interest during the period. The net income of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership periodically to reflect its ownership interest in the Company. The Company had a 96 % ownership interest in the Operating Partnership as of December 31, 2024 and 2023. The remaining 4 % limited partnership interest as of December 31, 2024 and 2023 was owned by certain of the Company's executive officers and directors, certain of their affiliates, and other third party investors in the form of OP Units. The OP Units may be redeemed for shares of registered or unregistered stock or cash, at the Company's option. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $ 0.01 per share, as reported on the New York Stock Exchange for the ten trading days ending on the respective balance sheet date. 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. 95 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 13. Noncontrolling Interests: (Continued) The Company issued common and cumulative preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder, the Company may redeem them for cash or shares of the Company's stock at the Company's option, and they are classified as permanent equity. Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock. 14. Stockholders' Equity: Stock Offerings: 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: On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $ 500,000 of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, from time to time as permitted by securities laws and other legal requirements. The program is referred to herein as the "Stock Buyback Program". There were no repurchases under the Stock Buyback Program during the years ended December 31, 2024, 2023 and 2022. 96 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 15. Acquisitions: Sears Deptford Mall and Vintage Faire Mall: On August 2, 2022, the Company acquired the remaining 50 % ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in the MS Portfolio LLC joint venture that it did not previously own for a total purchase price of $ 24,544 . 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. The following is a summary of the allocation of the fair value of the former Sears parcels at Deptford Mall and Vintage Faire Mall upon their consolidation on August 2, 2022: Land $ 6,966 Building and improvements 32,934 Deferred charges 8,075 Other assets (above-market leases) 2,664 Other accrued liabilities (below-market lease) ( 2,541 ) Fair value of acquired net assets (at 100 % ownership) $ 48,098 MS Portfolio LLC: 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 . These parcels are located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square. Effective as of May 18, 2023, the Company now owns and has consolidated its 100 % interest in these five former Sears parcels in its consolidated financial statements. The following is a summary of the allocation of the fair value of the former Sears parcels at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square: Land $ 10,869 Building and improvements 39,359 Construction in progress 38,000 Deferred charges 6,821 Other accrued liabilities (below-market lease) ( 1,649 ) Fair value of acquired net assets (at 100 % ownership) $ 93,400 Freehold Raceway Mall: On November 16, 2023, the Company acquired its joint venture partner’s 49.9 % ownership interest in Freehold Raceway Mall for $ 5,587 and the assumption of its joint venture partner’s share of debt. The Company now owns 100 % interest of this property. Prior to November 16, 2023, the Company accounted for its investment in Freehold Raceway Mall as part of a financing arrangement (See Note 12 – Financing Arrangement). Fashion District Philadelphia: 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 consolidated VIE in its consolidated financial statements (See Note 2 – Summary of Significant Accounting Policies). 97 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 15. Acquisitions: (Continued) 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) $ 91,119 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) $ 8,590 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 . 98 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 15. Acquisitions: (Continued) 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) $ 322,501 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. 16. Dispositions: 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 . The Company used the net proceeds to pay down debt. On July 17, 2023, the Company sold Superstition Springs Power Center, a 204,000 square foot power center in Mesa, Arizona, for $ 5,634 , which resulted in a gain on sale of assets of $ 1,903 . 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 . 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 (See Note 12—Financing Arrangement). Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting. 99 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 16. Dispositions: (Continued) 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 $ 334,285 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. 17. Commitments and Contingencies: As of December 31, 2024, the Company was contingently liable for $ 6,113 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company. The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the relevant agreement. At December 31, 2024, the Company had $ 10,722 in outstanding obligations, which it believes will be settled in the next twelve months. 18. Related Party Transactions: Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses. The following are fees charged to unconsolidated joint ventures for the years ended December 31: 2024 2023 2022 Management fees $ 17,518 $ 18,144 $ 18,208 Development and leasing fees 9,018 9,201 8,028 $ 26,536 $ 27,345 $ 26,236 Interest (income) expense from related party transactions also includes $( 11,264 ), $( 24,206 ) and $ 34,735 for the years ended December 31, 2024, 2023 and 2022, respectively, in connection with the Financing Arrangement (See Note 12—Financing Arrangement). 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. 100 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 19. Share and Unit-based Plans: The Company has established share and unit-based compensation plans for the purpose of attracting and retaining executive officers, directors and key employees. 2003 Equity Incentive Plan: The 2003 Equity Incentive Plan ("2003 Plan") authorizes the grant of stock awards, stock options, stock appreciation rights, stock units, stock bonuses, performance-based awards, dividend equivalent rights and OP Units or other convertible or exchangeable units. As of December 31, 2024, stock awards, stock units, LTIP Units (as defined below), stock appreciation rights ("SARs") and stock options have been granted under the 2003 Plan. All stock options or other rights to acquire common stock granted under the 2003 Plan have a term of 10 years or less. These awards were generally granted based on the performance of the Company and the employees. None of the awards have performance requirements other than a service condition of continued employment unless otherwise provided. All awards are subject to restrictions determined by the Company's compensation committee. The aggregate number of shares of common stock that may be issued under the 2003 Plan is 26,112,331 shares. As of December 31, 2024, there were 6,967,041 shares available for issuance under the 2003 Plan. Stock Units: The stock units represent the right to receive upon vesting one share of the Company's common stock for one stock unit. The value of the stock units was determined by the market price of the Company's common stock on the date of the grant. The following table summarizes the activity of non-vested stock units during the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Balance at beginning of year 284,047 $ 11.79 295,054 $ 14.58 266,505 $ 19.05 Granted 169,878 15.28 251,738 10.92 209,146 13.43 Vested ( 212,347 ) 11.62 ( 262,745 ) 14.08 ( 180,597 ) 19.84 Forfeited ( 1,031 ) 15.27 — — — — Balance at end of year 240,547 $ 14.39 284,047 $ 11.79 295,054 $ 14.58 Long-Term Incentive Plan Units: Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership or form of restricted stock units (together with the LTIP Units, the "LTI Units"). Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on a one -unit for one -share basis. LTI Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include market-indexed awards, performance-based awards and service-based awards. The market-indexed LTI Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per share of common stock relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period. The performance-based LTI Units vest over a specified period based on the Company's operational performance over that period. 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 101 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 19. Share and Unit-based Plans: (Continued) 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. Multivariate Geometric Brownian Motion is a common assumption when modeling in financial markets, as it allows the modeled quantity (in this case, the stock price) to vary randomly from its current value and take any value greater than zero. The volatilities of the returns on the share price of the Company and the peer group REITs were estimated based on a look-back period. The expected growth rate of the stock prices over the "derived service period" is determined with consideration of the risk free rate as of the grant date. The Company has granted the following LTI units during the years ended December 31, 2024, 2023 and 2022: Grant Date Units Type Fair Value per LTI Unit Vest Date 1/1/2022 376,153 Service-based $ 17.28 12/31/2024 1/1/2022 716,545 Performance-based $ 15.77 12/31/2024 1,092,698 1/1/2023 577,255 Service-based $ 11.26 12/31/2025 1/1/2023 1,030,077 Performance-based $ 10.97 12/31/2025 1,607,332 2/15/2024 305,129 Service-based $ 17.47 12/31/2026 2/15/2024 280,637 Performance-based $ 17.37 12/31/2026 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 1,367,615 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: Grant Date Risk Free Interest Rate Expected Volatility 1/1/2022 0.97 % 70.83 % 1/1/2023 4.21 % 74.23 % 2/15/2024 4.28 % 45.04 % 3/1/2024 4.25 % 45.09 % 102 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 19. Share and Unit-based Plans: (Continued) The following table summarizes the activity of the non-vested LTI Units during the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Units Weighted Average Grant Date Fair Value Balance at beginning of year 2,256,847 $ 12.86 2,215,167 $ 12.90 1,837,691 $ 14.14 Granted 1,367,615 16.96 1,607,332 11.07 1,092,698 16.29 Vested ( 1,126,234 ) 15.25 ( 1,378,528 ) 10.94 ( 386,828 ) 15.86 Forfeited ( 106,295 ) 15.77 ( 187,124 ) 12.15 ( 328,394 ) 27.64 Balance at end of year 2,391,933 $ 13.95 2,256,847 $ 12.86 2,215,167 $ 12.90 Stock Options: The following table summarizes the activity of vested stock options for the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Options Weighted Average Exercise Price Options Weighted Average Exercise Price Options Weighted Average Exercise Price Balance at beginning of year 26,371 $ 54.56 26,371 $ 54.56 37,515 $ 54.34 Forfeited — $ — — — ( 11,144 ) 53.82 Balance at end of year 26,371 $ 54.56 26,371 $ 54.56 26,371 $ 54.56 Directors' Phantom Stock Plan: The Directors' Phantom Stock Plan offers non-employee members of the board of directors ("Directors") the opportunity to defer their cash compensation and to receive that compensation in common stock rather than in cash after termination of service or a predetermined period. Compensation generally includes the annual retainers payable by the Company to the Directors. Deferred amounts are generally credited as units of phantom stock at the beginning of each three-year deferral period by dividing the present value of the deferred compensation by the average fair market value of the Company's common stock at the date of award. Compensation expense related to the phantom stock awards was determined by the amortization of the value of the stock units on a straight-line basis over the applicable service period. The stock units (including dividend equivalents) vest as the Directors' services (to which the fees relate) are rendered. Vested phantom stock units are ultimately paid out in common stock on a one -unit for one -share basis. To the extent elected by a Director, stock units receive dividend equivalents in the form of additional stock units based on the dividend amount paid on the common stock. The aggregate number of phantom stock units that may be granted under the Directors' Phantom Stock Plan is 650,000 . As of December 31, 2024, there were 169,758 stock units available for grant under the Directors' Phantom Stock Plan. 103 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 19. Share and Unit-based Plans: (Continued) The following table summarizes the activity of the non-vested phantom stock units for the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Stock Units Weighted Average Grant Date Fair Value Stock Units Weighted Average Grant Date Fair Value Stock Units Weighted Average Grant Date Fair Value Balance at beginning of year 17,043 $ 14.19 34,039 $ 14.19 — $ — Granted 6,157 16.01 6,513 11.48 61,420 14.35 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 Employee Stock Purchase Plan ("ESPP"): The ESPP authorizes eligible employees to purchase the Company's common stock through voluntary payroll deductions made during periodic offering periods. Under the ESPP, common stock is purchased at a 15 % discount from the lesser of the fair value of common stock at the beginning and end of the offering period. A maximum of 1,791,117 shares of common stock is available for purchase under the ESPP. The number of shares available for future purchase under the plan at December 31, 2024 was 406,633 . Compensation: The following summarizes the compensation cost under the share and unit-based plans for the years ended December 31, 2024, 2023 and 2022: 2024 2023 2022 Stock units $ 2,359 $ 3,150 $ 3,110 LTI units 11,353 12,599 18,611 Phantom stock units 276 316 398 $ 13,988 $ 16,065 $ 22,119 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. The fair value of the stock units that vested during the years ended December 31, 2024, 2023 and 2022 was $ 3,317 , $ 2,736 and $ 2,349 , respectively. 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. 104 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 20. Employee Benefit Plans: 401(k) Plan: The Company has a defined contribution retirement plan that covers its eligible employees (the "Plan"). The Plan is a defined contribution retirement plan covering eligible employees of the Macerich Property Management Company, LLC and participating affiliates. 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. During the years ended December 31, 2024, 2023 and 2022, these matching contributions made by the Company were $ 3,644 , $ 3,593 and $ 3,206 , respectively. Contributions and matching contributions to the Plan by the plan sponsor and/or participating affiliates are recognized as an expense of the Company in the period that they are made. Deferred Compensation Plans: The Company has established deferred compensation plans under which executives and key employees of the Company may elect to defer receiving a portion of their cash compensation otherwise payable in one calendar year until a later year. The Company may, as determined by the Board of Directors in its sole discretion prior to the beginning of the plan year, credit a participant's account with a matching amount equal to a percentage of the participant's deferral. The Company contributed $ 492 , $ 463 and $ 429 to the plans during the years ended December 31, 2024, 2023 and 2022, respectively. Contributions are recognized as compensation in the periods they are made. 21. Income Taxes: For income tax purposes, distributions paid to common stockholders consist of ordinary income, capital gains, unrecaptured Section 1250 gain and return of capital or a combination thereof. The following table details the components of the distributions, on a per share basis, for the years ended December 31, 2024, 2023 and 2022: 2024(1) 2023(2) 2022(3) Ordinary income $ — — % $ 0.36 53.0 % $ 0.49 79.2 % Capital gains 0.36 52.9 % 0.32 47.0 % 0.06 9.9 % Return of capital 0.32 47.1 % — — % 0.07 10.9 % Dividends paid $ 0.68 100.0 % $ 0.68 100.0 % $ 0.62 100.0 % _______________________________________________________________________________ (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. 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. 105 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 21. Income Taxes: (Continued) The income tax provision of the TRSs for the years ended December 31, 2024, 2023 and 2022 are as follows: 2024 2023 2022 Current $ — $ — $ — Deferred 1,300 494 ( 705 ) Income tax benefit (expense) $ 1,300 $ 494 $ ( 705 ) The income tax provision of the TRSs for the years ended December 31, 2024, 2023 and 2022 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows: 2024 2023 2022 Book loss for TRSs $ 9,893 $ 7,671 $ 2,718 Tax at statutory rate on earnings from continuing operations before income taxes $ 2,078 $ 1,611 $ 571 State taxes 266 220 ( 116 ) Other ( 1,044 ) ( 1,337 ) ( 1,160 ) Income tax benefit (expense) $ 1,300 $ 494 $ ( 705 ) The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2024 and 2023 are summarized as follows: 2024 2023 Net operating loss carryforwards $ 12,533 $ 12,740 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 Net deferred tax assets $ 25,324 $ 24,024 The net operating loss ("NOL") carryforwards for NOLs generated through the 2017 tax year are scheduled to expire through 2037, beginning in 2031. Pursuant to the Tax Cuts and Jobs Act of 2017, NOLs generated in 2018 and subsequent tax years are carried forward indefinitely. The Coronavirus Aid, Relief and Economic Security Act removed the 80% of taxable income limitation, imposed by the Tax Cuts and Jobs Act, for NOLs generated in 2018, 2019 and 2020. For the years ended December 31, 2024, 2023 and 2022 there were no unrecognized tax benefits. The Company is required to establish a valuation allowance for any portion of the deferred tax asset that the Company concludes is more likely than not to be unrealizable. The Company’s assessment considers all evidence, both positive and negative, including the nature, frequency and severity of any current and cumulative losses, taxable income in carry back years, the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. 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. 106 Table of Contents THE MACERICH COMPANY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued) (Dollars in thousands, except per share amounts) 22. 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. 23. Subsequent Events: 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. 107 Table of Contents THE MACERICH COMPANY Schedule III—Real Estate and Accumulated Depreciation December 31, 2024 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Shopping Centers/Entities Land Building and Improvements Equipment and Furnishings Cost Capitalized Subsequent to Acquisition, net of (impairments) Land Building and Improvements Equipment and Furnishings Construction in Progress Total Accumulated Depreciation Total Cost Net of Accumulated Depreciation 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 Desert Sky Mall 9,447 37,245 12 7,791 6,843 43,038 4,614 — 54,495 20,429 34,066 Eastland Mall 22,050 151,605 — 17,154 20,810 167,398 2,601 — 190,809 65,811 124,998 Fashion District Philadelphia 38,402 293,112 — ( 240,024 ) 11,484 78,295 447 1,264 91,490 — 91,490 Fashion Outlets of Chicago — — — 282,162 40,575 237,361 4,226 — 282,162 101,581 180,581 Fashion Outlets of Niagara Falls USA 18,581 210,139 — ( 162,881 ) 6,961 58,537 266 75 65,839 4,828 61,011 Freehold Raceway Mall 164,986 362,841 — 125,568 168,098 474,692 9,086 1,519 653,395 270,215 383,180 Fresno Fashion Fair 17,966 72,194 — 63,850 17,966 132,609 3,435 — 154,010 86,233 67,777 Green Acres Mall 156,640 321,034 — 241,153 173,294 458,699 12,197 74,637 718,827 191,426 527,401 Inland Center 8,321 83,550 — 48,231 10,226 113,940 812 15,124 140,102 47,750 92,352 Kings Plaza Shopping Center 209,041 485,548 20,000 294,435 203,994 708,505 66,739 29,786 1,009,024 268,928 740,096 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. 1,150 10,475 26,562 9,812 3,878 20,330 23,651 140 47,999 24,518 23,481 MACWH, LP — 25,771 — ( 759 ) — 25,012 — — 25,012 13,176 11,836 NorthPark Mall 7,746 74,661 — 10,974 6,714 84,596 1,401 670 93,381 38,965 54,416 Pacific View 8,697 8,696 — 139,313 7,854 147,312 1,540 — 156,706 98,880 57,826 Prasada 6,615 — — 18,714 — 25,329 — — 25,329 6,845 18,484 Queens Center 251,474 1,039,922 — 89,635 256,786 1,116,183 7,308 754 1,381,031 266,962 1,114,069 Santa Monica Place 26,400 105,600 — 176,614 39,730 172,419 801 95,664 308,614 12,513 296,101 SanTan Adjacent Land 29,414 — — 9,883 26,902 3,442 — 8,953 39,297 71 39,226 SanTan Village Regional Center 7,827 — — 231,839 5,921 230,573 3,069 103 239,666 135,597 104,069 SouthPark Mall 7,035 38,215 — ( 9,879 ) 2,763 32,089 519 — 35,371 20,774 14,597 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 Superstition Springs Center 10,928 112,718 — 15,203 10,928 125,119 2,802 — 138,849 44,222 94,627 The Macerich Partnership, L.P. — 2,534 — 4,178 — 1,738 4,756 218 6,712 353 6,359 Valley Mall 16,045 26,098 — 13,902 13,805 41,761 479 — 56,045 21,684 34,361 Valley River Center 24,854 147,715 — 38,027 24,854 183,728 1,915 99 210,596 98,309 112,287 Victor Valley, Mall of 15,700 75,230 — 60,733 20,080 129,709 1,874 — 151,663 76,916 74,747 Vintage Faire Mall 14,902 60,532 — 66,871 17,647 122,767 1,704 187 142,305 90,714 51,591 Table of Contents THE MACERICH COMPANY Schedule III—Real Estate and Accumulated Depreciation (Continued) December 31, 2024 (Dollars in thousands) Initial Cost to Company Gross Amount at Which Carried at Close of Period Shopping Centers/Entities Land Building and Improvements Equipment and Furnishings Cost Capitalized Subsequent to Acquisition, net of (impairments) Land Building and Improvements Equipment and Furnishings Construction in Progress Total Accumulated Depreciation Total Cost Net of Accumulated Depreciation 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 Other land and development properties 37,850 — — ( 24,869 ) — 6,679 — 6,302 12,981 2,186 10,795 $ 1,749,078 $ 6,047,265 $ 46,574 $ 1,602,063 $ 1,713,296 $ 7,225,224 $ 170,570 $ 335,890 $ 9,444,980 $ 2,347,867 $ 7,097,113 See accompanying report of independent registered public accounting firm. Table of Contents THE MACERICH COMPANY Schedule III—Real Estate and Accumulated Depreciation (Continued) December 31, 2024 (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 assets as follows: Buildings and improvements 5 - 40 years Tenant improvements 5 - 7 years Equipment and furnishings 5 - 7 years The changes in total real estate assets for the three years ended December 31, 2024 are as follows: 2024 2023 2022 Balances, beginning of year $ 8,710,352 $ 8,920,580 $ 8,847,550 Additions 2,072,258 257,160 156,445 Dispositions, impairments and retirements ( 1,337,630 ) ( 467,388 ) ( 83,415 ) Balances, end of year $ 9,444,980 $ 8,710,352 $ 8,920,580 The aggregate cost of the property included in the table above for federal income tax purposes was $ 10,288,600 (unaudited) at December 31, 2024. The changes in accumulated depreciation for the three years ended December 31, 2024 are as follows: 2024 2023 2022 Balances, beginning of year $ 2,809,863 $ 2,792,790 $ 2,563,344 Additions 269,020 265,140 271,494 Dispositions, impairments and retirements ( 731,016 ) ( 248,067 ) ( 42,048 ) Balances, end of year $ 2,347,867 $ 2,809,863 $ 2,792,790 See accompanying report of independent registered public accounting firm. 110 EXHIBIT INDEX Exhibit Number Description 2.1 Master Agreement, dated November 14, 2014, by and among Pacific Premier Retail LLC, MACPT LLC, Macerich PPR GP LLC, Queens JV LP, Macerich Queens JV LP, Queens JV GP LLC, 1700480 Ontario Inc. and the Company (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date November 14, 2014). 3.1 Articles of Amendment and Restatement of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-11, as amended (No. 33-68964)) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T). 3.1.1 Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 30, 1995) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T). 3.1.2 Articles Supplementary of the Company (with respect to the first paragraph) (incorporated by reference as an exhibit to the Company's 1998 Form 10-K). 3.1.3 Articles Supplementary of the Company (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002). 3.1.4 Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3, as amended (No. 333-88718)). 3.1.5 Articles of Amendment of the Company (declassification of Board) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K). 3.1.6 Articles Supplementary of the Company (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date February 5, 2009). 3.1.7 Articles of Amendment of the Company (increased authorized shares) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). 3.1.8 Articles of Amendment of the Company (to eliminate the supermajority vote requirement to amend the charter and to clarify a reference in Article NINTH) (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date May 30, 2014). 3.1.9 Articles Supplementary (election to be subject to Section 3-803 of the Maryland General Corporation Law) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 17, 2015). 3.1.10 Articles Supplementary (designation of Series E Preferred Stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 18, 2015). 3.1.11 Articles Supplementary (reclassification of Series E Preferred Stock to preferred stock) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 7, 2015). 3.1.12 Articles Supplementary (repeal of election to be subject to Section 3-803 of the Maryland General Corporation Law (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 28, 2015). 3.1.13 Articles Supplementary (opting out of provisions of Subtitle 8 of Title 3 of the Maryland General Corporate Law (MUTA Provisions)) (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date April 24, 2019). 111 Exhibit Number Description 3.1.14 Articles of Amendment of the Company (increased authorized shares) (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date May 28, 2021). 3.2 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). 4.1 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). 4. 2 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). 4. 3 Form of Preferred Stock Certificate (Series D Preferred Stock) (incorporated by reference as an exhibit to the Company's Registration Statement on Form S-3 (No. 333-107063)). 10.1 Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 1994 (incorporated by reference as an exhibit to the Company's 1996 Form 10-K). 10.1.1 Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 27, 1997 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date June 20, 1997). 10.1.2 Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 16, 1997 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.1.3 Fourth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 25, 1998 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.1.4 Fifth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated February 26, 1998 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.1.5 Sixth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated June 17, 1998 (incorporated by reference as an exhibit to the Company's 1998 Form 10-K). 10.1.6 Seventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated December 23, 1998 (incorporated by reference as an exhibit to the Company's 1998 Form 10-K). 10.1.7 Eighth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated November 9, 2000 (incorporated by reference as an exhibit to the Company's 2000 Form 10-K). 10.1.8 Ninth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated July 26, 2002 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002). 10.1.9 Tenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated October 26, 2006 (incorporated by reference as an exhibit to the Company's 2006 Form 10-K). 10.1.10 Eleventh Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership dated as of March 16, 2007 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date March 16, 2007). 112 Exhibit Number Description 10.1.11 Twelfth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of April 30, 2009 (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2009). 10.1.12 Thirteenth Amendment to the Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of October 29, 2009 (incorporated by reference as an exhibit to the Company's 2009 Form 10-K). 10.1.13 Fourteenth Amendment to Amended and Restated Limited Partnership Agreement of the Operating Partnership dated as of April 14, 2021 (incorporated by reference as an exhibit to the Company's 2021 Form 10-K). 10.1.14 Form of Fifteenth Amendment to Amended and Restated Limited Partnership Agreement for the Operating Partnership (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005). 10.2 # Amended and Restated Deferred Compensation Plan for Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K). 10.2.1 # Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K). 10.2.2 # Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2011). 10.2.3 # Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012). 10.3 # Amended and Restated Deferred Compensation Plan for Senior Executives (2003) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K). 10.3.1 # Amendment Number 1 to Amended and Restated Deferred Compensation Plan for Senior Executives (October 30, 2008) (incorporated by reference as an exhibit to the Company's 2008 Form 10-K). 10.3.2 # Amendment Number 2 to Amended and Restated Deferred Compensation Plan for Senior Executives (May 1, 2011) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10 - Q for the quarter ended June 30, 2011). 10.3.3 # Amendment Number 3 to Amended and Restated Deferred Compensation Plan for Senior Executives (September 27, 2012) (incorporated by reference as an exhibit to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2012). 10.4 # Eligible Directors' Deferred Compensation/Phantom Stock Plan (as amended and restated as of January 1, 2023) (incorporated by reference as an exhibit to the Company's 2022 Form 10-K). 10.5 # Amended and Restated 2013 Deferred Compensation Plan for Executives effective (January 1, 2016) (incorporated by reference as an exhibit to the Company's 2015 Form 10-K). 113 Exhibit Number Description 10.6 Deferred Compensation Plan Amended and Restated Trust Agreement between the Company and Wells Fargo Bank, National Association, effective as of June 17, 2019 (incorporated by reference as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2019). 10.7 Registration Rights Agreement, dated as of March 16, 1994, among the Company and Mace Siegel, Dana K. Anderson, Arthur M. Coppola and Edward C. Coppola (incorporated by reference as an exhibit to the Company's 1994 Form 10-K) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T). 10.8 Registration Rights Agreement dated as of December 18, 2003 by the Operating Partnership, the Company and Taubman Realty Group Limited Partnership (Registration rights assigned by Taubman to three assignees) (incorporated by reference as an exhibit to the Company's 2003 Form 10-K). 10.9 Incidental Registration Rights Agreement dated March 16, 1994 (incorporated by reference as an exhibit to the Company's 1994 Form 10-K) (Filed in paper - hyperlink is not required pursuant to Rule 105 of Regulation S-T). 10.10 Incidental Registration Rights Agreement dated as of July 21, 1994 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.11 Incidental Registration Rights Agreement dated as of August 15, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.12 Incidental Registration Rights Agreement dated as of December 21, 1995 (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.13 List of Omitted Incidental/Demand Registration Rights Agreements (incorporated by reference as an exhibit to the Company's 1997 Form 10-K). 10.14 Redemption, Registration Rights and Lock-Up Agreement dated as of July 24, 1998 between the Company and Harry S. Newman, Jr. and LeRoy H. Brettin (incorporated by reference as an exhibit to the Company's 1998 Form 10-K). 10.15 # Form of Indemnification Agreement between the Company and its executive officers and directors (incorporated by reference as an exhibit to the Company's 2008 Form 10-K). 10.16 Form of Registration Rights Agreement with Series D Preferred Unit Holders (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002). 10.16.1 List of Omitted Registration Rights Agreements (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date July 26, 2002). 10.17 Amended and Restated Credit Agreement, dated as of September 11, 2023, by and among the Company, as a guarantor, the Partnership, as borrower, certain subsidiary guarantors, Deutsche Bank AG New York Branch, as administrative agent and collateral agent, Deutsche Bank Securities Inc., JPMorgan Chase Bank, N.A., Goldman Sachs Bank USA and BMO Bank N.A., as joint lead arrangers and joint bookrunning managers, Deutsche Bank Securities Inc. and JPMorgan Chase Bank, N.A. as co-syndication agents, Goldman Sachs Bank USA and TD Securities Inc., as co-documentation agents, and various lenders party thereto (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date September 11, 2023). 114 Exhibit Number Description 10.18 Amended and Restated Unconditional Guaranty, dated as of September 11, 2023, by the Company in favor of Deutsche Bank AG New York Branch, as administrative agent (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date September 11, 2023). 10.19 Tax Matters Agreement (Wilmorite) (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005). 10.20 # The Macerich Company 2003 Equity Incentive Plan, as amended and restated as of May 31, 2023 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date May 31, 2023). 10.20.1 # Amended and Restated Cash Bonus/Restricted Stock/Stock Unit and LTIP Unit Award Program under the 2003 Equity Incentive Plan (incorporated by reference as an exhibit to the Company's 2010 Form 10-K). 10.21 # 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). 10.21.1 # 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). 10.22 # 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). 10.23 # Employment Agreement Renewal between the Company and Thomas E. O’Hern, effective June 8, 2021 (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date June 11, 2021). 10.24 2005 Amended and Restated Agreement of Limited Partnership of MACWH, LP dated as of April 25, 2005 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005). 10.25 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). 10.26 # 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). 10.27 # 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). 10.28 # 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). 10.29 # 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). 115 Exhibit Number Description 10.30 # 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). 10.31 # Employment Agreement between the Company and Daniel E. Swanstrom II, effective as of October 31, 2024. 10.32 # Consulting Agreement between the Company and Scott Kingsmore, dated December 31, 2024 19 The Macerich Company Insider Trading Policy 21.1 List of Subsidiaries 23.1 Consent of Independent Registered Public Accounting Firm (KPMG LLP) 31.1 Section 302 Certification of Jackson Hsieh, Chief Executive Officer and Director 31.2 Section 302 Certification of Daniel E. Swanstrom II, Chief Financial Officer 32.1 ** Section 906 Certifications of Jackson Hsieh and Daniel E. Swanstrom II 97 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 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL with applicable taxonomy extension information contained in Exhibits 101.*). # Represents a management contract, or compensatory plan, contract or arrangement required to be filed pursuant to Regulation S-K. ** Furnished herewith. 116 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on February 28, 2025. THE MACERICH COMPANY /s/ JACKSON HSIEH By Jackson Hsieh Chief Executive Officer and Director 117 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Signature Capacity Date /s/ JACKSON HSIEH Chief Executive Officer and Director February 28, 2025 Jackson Hsieh (Principal Executive Officer) /s/ ERIC K. BRANDT Director February 28, 2025 Eric K. Brandt /s/ STEVEN R. HASH Chairman of Board of Directors February 28, 2025 Steven R. Hash /s/ ENRIQUE HERNANDEZ, JR. Director February 28, 2025 Enrique Hernandez, Jr. /s/ DANIEL J. HIRSCH Director February 28, 2025 Daniel J. Hirsch /s/ DIANA M. LAING Director February 28, 2025 Diana M. Laing /s/ MARIANNE LOWENTHAL Director February 28, 2025 Marianne Lowenthal /s/ DEVIN I. MURPHY Director February 28, 2025 Devin I. Murphy /s/ ANDREA M. STEPHEN Director February 28, 2025 Andrea M. Stephen /s/ DANIEL E. SWANSTROM II Senior Executive Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer) February 28, 2025 Daniel E. Swanstrom II /s/ CHRISTOPHER J. ZECCHINI Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) February 28, 2025 Christopher J. Zecchini 118