What changed in this filing

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Item 1. Business

2026-02-20 compared with 2025-02-28 · 132 added, 94 removed, 358 unchanged (39% of the section changed)

The Company 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 is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the "Operating Partnership").

As of December 31, 2024, the Operating Partnership owned or had an ownership interest in 40

regional retail centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property.

These 43 regional retail centers, community/power shopping centers and one redevelopment property consist of approximately 43 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”.

The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P., a Delaware limited partnership (the

"Operating Partnership").

As of December 31, 2025, the Operating Partnership owned or had an ownership interest in 37 regional retail centers (including office, hotel and residential space adjacent to these shopping centers) and one community/power shopping center.

These 38 regional retail centers and the community/power shopping center consist of approximately 39 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”.

The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”), as set forth in “Item 2.

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Acquisitions:

On May 14, 2024, the Company acquired its joint venture partner's 40% interest in each of Arrowhead Towne Center and South Plains Mall for a purchase price of $36.4 million and the assumption of its joint venture partner's share of debt for each property.

The Company now owns and has consolidated its 100% interests in Arrowhead Towne Center and South Plains Mall (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).

On May 17, 2024, the Company acquired the former Sears parcel located at Inland Center for $5.4 million (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).

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 $122.1 million, which includes the assumption of the partner's share of property level indebtedness.

The Company now owns and has consolidated its 100% interests in these properties in its consolidated financial statements (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).

On June 23, 2025, the Company acquired Crabtree Mall, a 1,321,000 square foot regional retail center in Raleigh, North Carolina, for a total purchase price of $290.0 million.

The acquisition was initially funded with cash on hand and $100.0 million of borrowings on the Company's credit facility (See "Financing Activities" and Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).

Dispositions:

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 in the Notes to the Consolidated Financial Statements).

On June 28, 2024, the Company's joint venture sold Country Club Plaza, a 971,000 square foot regional retail center in Kansas City, Missouri, for $175.6 million.

Concurrent with the sale, the remaining amount owed by the joint venture under the $295.5 million loan ($147.7 million at the Company's share) was forgiven by the lender (See Note 4—Investments In Unconsolidated Joint Ventures in the Notes to the Consolidated Financial Statements).

On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in Harlingen, Texas for $7.1 million.

The Company used the net proceeds to pay down debt.

The Company recognized a gain on sale of assets of $0.8 million (See "Liquidity and Capital Resources" and Note 16—Dispositions in the Notes to the Consolidated Financial Statements).

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 $110.0 million.

The Company used the net proceeds to pay down debt.

As a result of this transaction, the Company recognized a gain of $42.8 million (See "Liquidity and Capital Resources" and Note 4—Investments In Unconsolidated Joint Ventures in the Notes to the Consolidated Financial Statements).

On November 25, 2024, the Company sold Southridge Mall, a 791,000 square foot power center in Des Moines, Iowa, for $4.0 million, which resulted in a loss on sale of assets of $0.9 million.

The Company used the net proceeds to pay down debt (See Note 16—Dispositions in the Notes to the Consolidated Financial Statements).

On December 10, 2024, the Company sold The Oaks, a 1,206,000 square foot regional retail center in Thousand Oaks, California, for $157.0 million, which resulted in a loss on sale of assets of $6.9 million.

The Company used the net proceeds to pay off the $147.8 million loan on the property (See "Financing Activities" and Note 16—Dispositions in the Notes to the Consolidated Financial Statements).

On March 27, 2025, the Company sold Wilton Mall, a 740,000 square foot regional retail center in Saratoga Springs, New York, for $24.8 million, which resulted in a loss on sale of assets of $2.9 million.

The Company used the net proceeds to pay down debt and for other general corporate purposes.

On April 16, 2025, the Company sold a parcel at SanTan Adjacent in Gilbert, Arizona for $3.0 million, which resulted in a loss on sale of assets of $0.2 million.

On April 28, 2025, the Company sold various parcels at SanTan Adjacent in Gilbert, Arizona for $24.5 million, which resulted in a gain on sale of assets of $0.1 million.

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

On April 30, 2025, the Company sold SouthPark Mall, an 802,000 square foot regional retail center in Moline, Illinois, for $10.5 million, which resulted in a loss on sale of assets of $4.3 million.

The Company used the net proceeds for general corporate purposes.

This asset was unencumbered.

On May 28, 2025, the Company sold Paradise Village Office Park in Phoenix, Arizona for $6.2 million, which resulted in a loss on sale of assets of $0.6 million.

The Company used the net proceeds for general corporate purposes.

On June 11, 2025, the Company sold a former department store parcel located in Petaluma, California, for $2.6 million, which resulted in a gain on sale of assets of $2.0 million.

The Company used the net proceeds for general corporate purposes.

On June 30, 2025, the Company sold 1010-1016 Market Street parcels at Fashion District Philadelphia in Philadelphia, Pennsylvania for $10.8 million, which resulted in a gain on sale of assets of $2.4 million.

The Company used the net proceeds for general corporate purposes.

On June 30, 2025, the Company sold its remaining 5% effective interest in Paradise Valley Mall in Phoenix, Arizona for $5.5 million, which resulted in a loss on sale of assets of $1.2 million.

The Company used the proceeds for general corporate purposes.

On July 30, 2025, the Company's joint venture sold Atlas Park, a 374,000 square foot community center in Queens, New York, for $72.0 million.

Concurrent with the sale, the $65.0 million loan ($32.5 million at the Company's share) owed by the joint venture was paid off in full.

The Company's share of the gain from this transaction was approximately $12.0 million.

The Company used its share of the net proceeds for general corporate purposes.

On August 18, 2025, the Company closed on the sale of Lakewood Center in Lakewood, California, for $332.1 million, including the assumption by the buyer of the $317.1 million loan on the property that had a June 2026 maturity date.

The Company recognized a gain on sale of assets of $21.1 million.

The Company used its share of net proceeds from this sale, totaling approximately $5.0 million for general corporate purposes.

On August 20, 2025, the Company closed on the sale of Valley Mall in Harrisburg, Virginia, for $22.1 million, which resulted in a gain on sale of assets of $0.3 million.

This asset was unencumbered.

The Company used the net proceeds of approximately $20.9 million from this sale for general corporate purposes.

On November 17, 2025, the Company sold an outparcel at Los Cerritos Mall in Los Cerritos, California for $5.0 million, which resulted in a loss on sale of assets of $0.2 million.

The Company used the net proceeds to pay down a portion of the debt at the property of $4.5 million.

On December 10, 2025, the Company sold an outparcel at Washington Square in Portland, Oregon for $5.4 million which resulted in a gain on sale of assets of $2.6 million;

and on December 19, 2025, the Company sold the retail strip center at Washington Square for $25.8 million, which resulted in a loss on sale of assets of $2.7 million.

The Company used the total net proceeds of $29.7 million from these two transactions for general corporate purposes.

For the twelve months ended December 31, 2025, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company's share of the gain on sale of land of $7.1 million.

The Company used its share of the proceeds from these sales of $20.1 million to pay down debt and for other general corporate purposes.

The Company is under contract to sell Wilton Mall for $24.8 million, which is expected to close in the first half of 2025, subject to customary closing conditions.

On January 15, 2026, the Company sold an additional outparcel at Washington Square in Portland, Oregon for $13.0 million and used the net proceeds of approximately $12.4 million for general corporate purposes.

The Company is under contract to sell La Cumbre Plaza, located in Santa Barbara, California, for $11.0 million, which is expected to close in the second quarter of 2026, subject to customary closing conditions.

This asset is unencumbered.

Financing Activities:

On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23.0 million mortgage loan on the property with a new $24.0 million 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%.

On January 22, 2024, the Company repaid the majority of the mortgage loan on Fashion District Philadelphia.

The remaining $8.2 million was scheduled to mature on April 21, 2024 and was paid in full prior to maturity.

On January 25, 2024, the Company replaced the existing $116.9 million mortgage loan on Danbury Fair Mall with a new $155.0 million 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.

On April 9, 2024, the Company defaulted on the $300.0 million loan on Santa Monica Place.

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

On May 24, 2024, the Company closed a two-year extension of the $149.9 million loan on The Oaks, which was scheduled to mature on June 5, 2026.

The interest rate during the first year of the extended term was 7.5% and would have increased to 8.5% during the second year of the extended term.

On December 10, 2024, the Company repaid in full the $147.8 million loan with the net proceeds from the sale of the property (See "Dispositions").

On June 27, 2024, the Company's joint venture in Chandler Fashion Center replaced the existing $256.0 million loan on the property with a new $275.0 million loan that bears interest at 7.06%, is interest only during the entire loan term and matures on July 1, 2029.

The Company received a distribution of $17.7 million in connection with the refinancing.

On August 22, 2024, the Company closed an $85.0 million, ten-year refinance of the loan on The Mall of Victor Valley.

The new loan bears interest at a fixed rate of 6.72%, is interest only during the entire loan term and matures on September 6, 2034.

On October 28, 2024, the Company closed a $525.0 million, five-year refinance of the loan on Queens Center, which matures on November 6, 2029.

The new loan replaced the existing $600.0 million loan, bears interest at a fixed rate of 5.37% and is interest only during the entire loan term.

On December 2, 2024, the Company repaid in full the $478.0 million loan on Washington Square with the net proceeds received from the Company’s public stock offering, which closed on November 27, 2024, together with cash on hand (See “Other Transactions and Events”).

The mortgage loan on the property was scheduled to mature on November 1, 2026.

The Company recognized a gain on extinguishment of debt of $14.4 million upon the repayment of the loan.

On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $14.5 million mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining $140.5 million of the first mortgage.

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

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

The 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 was SOFR plus 2.90% during the extension period.

On March 28, 2025, the Company's joint venture in Flatiron Crossing repaid in full the remaining $140.5 million ($71.6 million at the Company's share) of the first mortgage, as discussed below.

On March 27, 2025, the Company closed a $340.0 million, ten-year loan on Washington Square, which matures on April 6, 2035.

The loan bears interest at a fixed rate of 5.58% and is interest only during the entire loan term.

The Company used a portion of the net proceeds from this refinancing to repay the remaining first mortgage on Flatiron Crossing, which was $71.6 million at the Company’s share, and to repay the balance outstanding on the Company’s revolving credit facility of $110.0 million.

On July 30, 2025, the Company's joint venture in Atlas Park repaid in full the $65.0 million loan ($32.5 million at the Company's pro rata share) concurrent with the sale of the property (See "Dispositions").

On August 7, 2025, the Company closed on an initial $159.1 million two-year term loan with two one-year extension options on Crabtree Mall.

The term loan also allows for additional requested advances of up to $51.2 million based on defined conditions for capital expenditures and leasing costs for a maximum total term loan of $210.3 million.

The term loan bears interest at a rate of SOFR plus 2.50%.

The Company has purchased a SOFR interest rate cap for the initial term loan advance with a strike rate of 5.0% for the two-year base term of the term loan.

The Company used a portion of the net proceeds from this term loan to fully repay borrowings outstanding on the Company's revolving credit facility (See Note 15 – Acquisitions and Note 11 – Bank and Other Notes Payable).

On August 18, 2025, as part of the sale of Lakewood Center, the Company's remaining loan of $317.1 million on the property was assumed by the purchaser (See "Dispositions").

On February 6, 2026, the Company extended the loan maturity on the $200.0 million loan at South Plains Mall to November 6, 2029, at the existing rate of 4.22%.

The loan was previously in default as of November 6, 2025.

Effective February 6, 2026, the $76.5 million loan (at the Company’s pro rata share) at Twenty Ninth Street is in default.

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

Redevelopment and Development Activities:

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 first quarter of 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 wrote-off its share of the investment in the three months ended March 31, 2024.

At the time of the write-off, the Company had funded $39.5 million of the total $78.9 million incurred by the joint venture (See Note 4 – Investments in Unconsolidated Joint Ventures in the Notes to the Consolidated Financial Statements).

The Company’s joint venture in Scottsdale Fashion Square, a 1,879,000 square foot regional retail center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses.

The total cost of the project is estimated to be between $84.0 million and $90.0 million, with $42.0 million to $45.0 million estimated to be the Company’s pro rata share.

The Company has incurred $25.9 million of the total $51.8 million incurred by the joint venture as of December 31, 2024.

The Company has incurred approximately $34.0 million of the total $68.0 million incurred by the joint venture as of December 31, 2025.

The opening will be in phases which began in 2024, with anticipated completion in 2027.

The majority of tenants are expected to be open in 2026, with a few remaining tenants expected to open in early 2027.

The Company is redeveloping the northeast quadrant of Green Acres Mall, a 1,913,000 square foot regional retail center in Valley Stream, New York.

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The Company has incurred approximately $43.2 million as of December 31, 2025.

The anticipated opening is in 2026.

The majority of the tenants are expected to open in 2026 or 2027.

The Company’s joint venture in FlatIron Crossing, a 1,399,000 square foot regional retail center in Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former Nordstrom store located on the property.

The Company's ownership percentage is expected to be 43.4% in the residential portion of the development and 51.0% in the remainder of the property.

The Company's ownership percentage is 43.4% in the residential portion of the development and 51.0% in the remainder of the property.

The total cost of the project is estimated to be between $245.0 million and $265.0 million, with $125.0 million to $135.0 million estimated to be the Company’s pro rata share.

The Company has incurred $9.1 million of the total $17.9 million incurred by the joint venture as of December 31, 2024.

The Company has incurred approximately $30.6 million of the total $64.2 million incurred by the joint venture as of December 31, 2025.

The anticipated opening will be in phases beginning in 2027.

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The dividend amount will be reviewed by the Board on a quarterly basis.

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 $500.0 million.

During the twelve months ended December 31, 2024, the Company sold 9.4 million shares of common stock for approximately $148.6 million of net proceeds through the 2021 ATM Program at a weighted average share price of $15.81.

The 2021 ATM Program was fully utilized as of September 30, 2024 and is no longer active.

In connection with the commencement of a separate “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 $500.0 million.

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 $500.0 million.

During the twelve months ended December 31, 2025, the Company sold 3.1 million shares of common stock for approximately $53.9 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.04.

As of December 31, 2025, the Company had approximately $374.1 million of gross sales of its common stock available under the 2024 ATM Program.

On November 27, 2024, the Company completed a public offering of 23.0 million 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 3.0 million shares, for gross proceeds of approximately $454.3 million.

The net proceeds of the offering were approximately $439.5 million after deducting the underwriting discount and offering costs of approximately $14.8 million.

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

Management’s Discussion and Analysis of Financial Condition and Results of Operations—Liquidity and Capital Resources” for a further discussion of the Company’s anticipated liquidity needs, and the measures taken by the Company to meet those needs.

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Business of the Company

In the second quarter of 2024, the Company announced the Path Forward Plan, which is a multi-pronged strategy to improve the Company’s balance sheet, while also making inward-facing enhancements to both bolster company culture and improve key business processes to gain operating efficiencies.

In the second quarter of 2024, the Company unveiled the Path Forward Plan, which is a multi-pronged strategy to improve the Company’s balance sheet, while also making inward-facing enhancements to both bolster company culture and improve key business processes to gain operating efficiencies.

Essential goals of the Path Forward Plan include:

• Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted EBITDA leverage ratio over the next three to four years;

• Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted EBITDA leverage ratio over the next two to three years;

• Invest in and fortify the Company’s key assets in the portfolio;

• Proactively consolidate selected joint venture assets over time that are core to the Company’s overall strategy;

• Deliver a post-deleveraging Funds From Operations launch point goal over the next three to four years;

• Deliver a post-deleveraging Funds From Operations launch point goal over the next two to three years;

• Achieve outstanding operational results through rigorous internal process improvements;

• Position the Company to take an offensive stance on acquisitions, reinvestment and selected development.

• Position the Company to take an offensive stance on strategic acquisitions, reinvestment and targeted development.

The Company may achieve these goals through a variety of methods and the timing, extent and impact of any transactions that the Company has or will undertake while implementing the Path Forward Plan may vary and evolve.

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Asset sales will focus on whether a property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the Company’s properties and giving possession of such secured properties to the lender.

Additionally, as part of the Path Forward Plan, the Company is targeting for disposition certain outparcels, freestanding retail assets, non-enclosed mall assets and vacant land.

The Company also began acquiring properties in June 2025 with the acquisition of Crabtree Mall and will continue to look for other strategic acquisition opportunities that would complement the Company's portfolio.

As a further update to the Company’s Path Forward Plan and to provide a strategic disposition plan that refines the portfolio and creates a more focused platform for growth, the Company identified the following Centers as the go-forward portfolio Centers as of the date of this Annual Report on Form 10-K (the “Go-Forward Portfolio Centers”).

The Go-Forward Portfolio Centers are subject to change.

Arrowhead Towne Center (a) Kierland Commons (b)

Broadway Plaza (b) Kings Plaza Shopping Center (a)

Chandler Fashion Center (b) Los Cerritos Center (a)

Corte Madera, The Village at (b) NorthPark Mall (a)

Crabtree Mall (a) Pacific View (a)

Danbury Fair Mall (a) Queens Center (a)

Deptford Mall (b) SanTan Village Regional Center (a)

Desert Sky Mall (a) Scottsdale Fashion Square (b)

Eastland Mall (a) South Plains Mall (a)

Fashion District Philadelphia (a) Stonewood Center (a)

Fashion Outlets of Chicago (a) Superstition Springs Center (a)

Flatiron Crossing (b) Tysons Corner Center (b)

Freehold Raceway Mall (a) Valley River Center (a)

Fresno Fashion Fair (a) Victor Valley, Mall of (a)

Green Acres Mall (a) Vintage Faire Mall (a)

Inland Center (a) Washington Square (a)

(a) Included in Consolidated Centers

(b) Included in Unconsolidated Joint Venture Centers

Further, the Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of Regional Retail Centers.

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The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise.

Since implementation of the Path Forward Plan, the Company acquired its joint venture partner's interest in Arrowhead Towne Center, South Plains Mall, Lakewood Center, Los Cerritos Center and Washington Square (See "Acquisitions" in Recent Developments).

As part of its implementation of the Path Forward Plan, the Company acquired its joint venture partner's interest in several key assets throughout 2024 that are core to the Company's overall strategy, including Arrowhead Towne Center, South Plains Mall, Lakewood Center, Los Cerritos Center and Washington Square.

Leasing and Management.

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On a selective basis, the Company provides property management and leasing services for third parties.

The Company currently manages two community centers for third-party owners on a fee basis.

The Company currently manages one community center for a third-party owner on a fee basis.

Redevelopment.

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The Company will be very selective in undertaking any future redevelopment or development projects and may choose to pause existing projects if the Company believes they are no longer economically viable.

As of December 31, 2024, the Centers primarily included 40 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), two Community/Power Shopping Centers and one redevelopment property totaling approximately 43 million square feet of GLA.

As of December 31, 2025, the Centers primarily included 37 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers) and one Community/Power Shopping Center totaling approximately 39 million square feet of GLA.

These 38 Centers average approximately 1,000,000 square feet of GLA and range in size from 3.3 million square feet of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops.

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Portfolio % of Total

Dick's Sporting Goods, Inc.

Champs Sports, Dick's House of Sport, Dick's Sporting Goods, fly zone by Kids Foot Locker, Foot Locker, Going Going Gone!, House of Hoops by Foot Locker, Kids Foot Locker, Moosejaw 67 4.0 %

Victoria's Secret & Co.

Pink, Victoria's Secret 37 2.2 %

Foot Locker, Inc.

Champs Sports, Foot Locker, House of Hoops by Foot Locker, Kids Foot Locker, and others 56 2.0 %

Dick's Sporting Goods, Inc.

Dick's Sporting Goods, Moosejaw 16 2.0 %

Signet Jewelers Limited Banter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Zales 89 1.9 %

Signet Jewelers Limited Banter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Kay Jewelers Outlet, Zales, Zales Outlet 82 1.9 %

Abercrombie & Fitch Co.

Abercrombie & Fitch, Abercrombie kids, Hollister Co.

The Gap, Inc.

Athleta, Banana Republic, Gap, Gap Kids, Old Navy, and others 36 1.7 %

Louis Vuitton, Sephora, and others 31 1.7 %

Athleta, Banana Republic, Banana Republic Factory Store, Gap, Gap Kids, Gap Factory Store, Old Navy, Old Navy Outlet 36 1.7 %

Bulgari, Dior, Louis Vuitton, Marc Jacobs, Sephora, Tiffany & Co.

Primark US Corp Primark 7 1.6 %

AE Outfitters Retail Co.

Aerie, Offline by Aerie, American Eagle Outfitters 40 1.5 %

H & M Hennes & Mauritz L.P.

American Eagle Outfitters, Inc.

Aerie, American Eagle Outfitters 35 1.5 %

JD Sports Fashion Plc Finish Line, JD Sports, Shoe Palace 38 1.5 %

SPARC Group LLC Aeropostale, Brooks Brothers, Eddie Bauer, Forever 21, Lucky Brand, and others 56 1.4 %

Zara USA, Inc.

Mall Stores and Freestanding Stores:

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Target 3 180,000 217,000 397,000

Forever 21 5 — 464,000 464,000

Home Depot 3 102,000 274,000 376,000

Primark 6 — 351,000 351,000

Costco 2 155,000 167,000 322,000

Belk 2 — 305,000 305,000

Dick's House of Sport 2 121,000 144,000 265,000

Scheels All Sports 1 253,000 — 253,000

Home Depot 2 102,000 141,000 243,000

Burlington 3 68,000 140,000 208,000

BJ's Wholesale Club 2 116,000 123,000 239,000

Von Maur 2 187,000 — 187,000

Walmart 1 — 173,000 173,000

La Curacao 1 — 165,000 165,000

Kohl's 1 — 81,000 81,000

Manor House 1 163,000 163,000

Curacao 1 — 165,000 165,000

Boscov's 1 — 161,000 161,000

Furniture City 1 155,000 — 155,000

BJ's Wholesale Club 1 — 123,000 123,000

Lowe's 1 — 114,000 114,000

Neiman Marcus 1 — 100,000 100,000

Belk 1 — 87,000 87,000

Von Maur 1 86,000 — 86,000

Kohl's 1 — 81,000 81,000

Mercado de los Cielos 1 — 78,000 78,000

Seafood City Supermarket 1 — 66,000 66,000

Going, Going, Gone!

1 — 41,000 41,000

Vacant Anchors(1) 19 — 2,343,000 2,343,000

Total 126 8,594,000 9,617,000 18,211,000

Anchors at Centers not owned by the Company(2):

Anchor at Center not owned by the Company(2):

Kohl's 1 83,000 — 83,000

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The Company continues to collect rent under the terms of an agreement regarding two of these vacant Anchors.

(2) The Company owns an office building and two stores located at shopping centers not owned by the Company.

Of these two stores, one is leased to Kohl's, and one has been leased for non-Anchor usage.

(2) The Company owns one store located at a shopping center not owned by the Company, which is leased to Kohl's.

Governmental Regulations

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While the Company or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.325 billion.

Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-year aggregate loss limit.

Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable.

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Qualification and taxation as a REIT depends on the Company's ability to meet certain dividend distribution tests, share ownership requirements and various qualification tests prescribed in the Code.

Supplemental Material United States Federal Income Tax Considerations

The following discussion supplements and updates the disclosures under the heading “Material United States Federal Income Tax Considerations” in the prospectus dated August 4, 2023, contained in the Company’s Registration Statement on Form S-3 (File No.

333-273707) filed with the SEC on August 4, 2023 (the “Existing Tax Disclosure”).

Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in the Existing Tax Disclosure.

On July 4, 2025, H.R.

1, informally known as the One Big Beautiful Bill Act (the “OBBB”), was enacted.

The OBBB makes major changes to the Code, including some provisions of the Code that affect the taxation of REITs and their investors.

In particular,

• For taxable years beginning on or after January 1, 2026, the OBBB relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% (relaxed from 20%) of the gross value of a REIT’s assets may be represented by securities of one or more taxable REIT subsidiaries.

• The OBBB permanently extended the pass-through qualified business income deduction, generally allowing individuals to deduct 20% of the aggregate amount of ordinary REIT dividends distributed by a REIT.

This deduction was due to expire for tax years beginning after December 31, 2025.

To the extent the information set forth in the Existing Tax Disclosure is inconsistent with this supplemental information, this supplemental information supersedes the information in the Existing Tax Disclosure.

This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first four paragraphs of the Existing Tax Disclosure as if those paragraphs were set forth in this Annual Report on Form 10-K.

Employees and Human Capital

As of December 31, 2024, the Company had approximately 616 employees, of which 615 were full-time and one was part-time.

As of December 31, 2025, the Company had approximately 598 employees, of which 596 were full-time and two were part-time.

Based on its semi-annual survey of employees, the Company believes that relations with its employees are good, noting an employee Net Promoter Score ("NPS") of 55, a score measured "excellent" by Bain & Company's NPS scoring framework.

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In addition to training programs geared towards specific job functions, the Company offers training related to company policies, skill development, privacy and cybersecurity.

In alignment with its commitment to invest in talent development, in 2024, the Company launched a performance management platform that supports objective and key result tracking, performance reviews, 1-on-1 meetings between employees and managers, and peer-to-peer recognition.

In alignment with its commitment to invest in talent development, in 2025, the Company continued its performance management platform that supports objective and key result tracking, performance reviews, 1-on-1 meetings between employees and managers, and peer-to-peer recognition.

The Company recognizes the value in strengthening its workforce with diverse thought, ideas and people and maintains employment policies that comply with federal, state and local labor laws.

As an equal opportunity employer, it is committed to recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunities Commission and the principles and requirements of the ADA.

As an equal opportunity employer, it is committed to recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunity Commission and the principles and requirements of the ADA.

The Company’s policies set forth its commitment to provide equal employment opportunity and to recruit, hire and promote at all levels without regard to race, national origin, religion, age, color, sex, sexual orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws.

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

What changed 10-K

Item 1. Business