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Item 7. Management’s Discussion and Analysis

2026-02-20 compared with 2025-02-28 · 236 added, 136 removed, 367 unchanged (50% of the section changed)

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The Company is the sole general partner of, and owns a majority of the ownership interests in, 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”.

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 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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It compares the results of operations and cash flows for the year ended December 31, 2025 to the results of operations and cash flows for the year ended December 31, 2024.

Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2023 to the results of operations and cash flows for the year ended December 31, 2022.

This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

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Acquisitions:

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 $24.5 million.

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 in the Notes to the Consolidated Financial Statements).

On May 18, 2023, the Company acquired Seritage’s remaining 50% ownership interest in the MS Portfolio LLC joint venture that owned five former Sears parcels, for a total purchase price of approximately $46.7 million.

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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:

For the twelve months ended December 31, 2022, 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 $23.9 million.

The Company used its share of the proceeds from these sales of $60.3 million to pay down debt and for other general corporate purposes.

On May 2, 2023, the Company sold The Marketplace at Flagstaff, a 268,000 square foot power center in Flagstaff, Arizona, for $23.5 million, which resulted in a gain on sale of assets of $10.3 million.

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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 $700.0 million.

The existing $324.6 million loan on the property was repaid, and $77.6 million 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 $8.1 million.

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The Company used its share of the proceeds from these sales of $6.1 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 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.

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 February 2, 2022, the Company’s joint venture in FlatIron Crossing replaced the existing $197.0 million loan on the property with a new $175.0 million 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 April 29, 2022, the Company replaced the existing $110.6 million loan on Pacific View with a new $72.0 million loan that bears interest at a fixed rate of 5.29% and matures on May 6, 2032.

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

The Company repaid $5.0 million of the outstanding loan balance at closing.

On July 1, 2022, the Company further extended the loan maturity on Danbury Fair Mall to July 1, 2023.

The interest rate remained unchanged at 5.5%, and the Company repaid $10.0 million of the outstanding loan balance at closing.

On November 14, 2022, the Company’s joint venture in Washington Square extended the maturity date on the $503.0 million loan on the property to November 1, 2026, including extension options.

The loan bore interest at a floating interest rate of SOFR plus 4.0%, subject to an interest rate cap agreement that effectively prevented SOFR from exceeding 4.0% through November 1, 2024.

The joint venture repaid $15.0 million ($9.0 million at the Company's pro rata share) of the loan at closing.

On December 9, 2022, the Company extended the maturity date on the $300.0 million loan on Santa Monica Place to December 9, 2025, including extension options.

The loan previously bore interest at a floating interest rate of LIBOR plus 1.48% and converted to 1-month Term SOFR plus 1.52% effective July 9, 2023.

On January 3, 2023, the Company replaced the existing $363.0 million of combined loans on Green Acres Mall and Green Acres Commons, both of which were scheduled to mature during the first quarter of 2023, with a $370.0 million loan that bears interest at a fixed rate of 5.90%, is interest only during the entire loan term and matures on January 6, 2028.

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The Company repaid $10.0 million of the outstanding loan balance at closing and the amended interest rate was 7.5% as of July 1, 2023 and incrementally increased to 8.0% as of October 1, 2023, 8.5% as of January 1, 2024 and 9.0% as of April 1, 2024.

On September 11, 2023, the Company and Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior $525.0 million credit agreement, and provides for an aggregate $650.0 million revolving loan facility that matures on February 1, 2027, with a one-year extension option.

Concurrently with the entry into the amended and restated credit agreement, the Company drew $152.0 million of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under the Company’s prior credit facility.

On September 11, 2023, the Company and Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior $525.0 million credit agreement, and provides for an aggregate $650.0 million revolving credit facility that matures on February 1, 2027, with a one-year extension option.

Concurrently with the entry into the amended and restated credit agreement, the Company drew $152.0 million of the amount available under the revolving credit facility and used the proceeds to repay in full amounts outstanding under the Company’s prior credit facility.

(See “Liquidity and Capital Resources”).

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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.

The Company has completed transition of the property to a receiver but is still the owner of record.

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.

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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 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 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 total cost of the project is estimated to be between $240.0 million and $260.0 million, with $120.0 million to $130.0 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'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 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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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.

The 2021 ATM Program was fully utilized in 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.

During the twelve months ended December 31, 2024, the Company sold 3.7 million shares of common stock for approximately $69.1 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.68.

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.

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Results of Operations

Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described above, including those related to the Redevelopment Properties, the JV Transition Centers and the Disposition Properties (each as defined below).

Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described above, including those related to the Redevelopment Properties, the Acquisition Property, the JV Transition Centers and the Disposition Properties (each as defined below).

For purposes of the discussion below, the Company defines "Same Centers" as those Centers that are substantially complete and in operation for the entirety of both periods of the comparison.

Non-Same Centers for comparison purposes include those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to or from consolidated assets ("JV Transition Centers") and properties that have been disposed of ("Disposition Properties").

Non-Same Centers for comparison purposes includes a recently acquired property ("Acquisition Property"), those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to or from consolidated assets ("JV Transition Centers") and properties that have been disposed of ("Disposition Properties").

The Company moves a Center in and out of Same Centers based on whether the Center is substantially complete and in operation for the entirety of both periods of the comparison.

Accordingly, the Same Centers consist of all Consolidated Centers, excluding the Redevelopment Properties, the JV Transition Centers, Santa Monica Place and the Disposition Properties for the periods of comparison.

Santa Monica Place is excluded from Same Centers due to the Company's default on the non-recourse loan on April 9, 2024.

For the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, the Redevelopment Properties are Green Acres Mall and Fashion District Philadelphia.

Santa Monica Place is excluded from Same Centers due to the Company's default on the non-recourse loan on April 9, 2024 and the completion of the transition of the property to a receiver during the first quarter of 2025.

The Company is still the owner of record of the property.

For the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, there are no Redevelopment Properties.

For the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, the JV Transition Centers are Arrowhead Towne Center, Chandler Fashion Center, Lakewood Center, Los Cerritos Center, Washington Square,

South Plains Mall and the five former Sears parcels located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square (See "Acquisitions" in Management's Overview and Summary), and for the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, the JV Transition Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall, the five former Sears parcels at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square.

For the comparison of the year ended December 31, 2024 to the year ended December 31, 2023, the Disposition Properties are The Oaks, The Marketplace at Flagstaff, Southridge Mall, Superstition Springs Power Center, Towne Mall and a former department store parcel at Valle Vista Mall (See "Dispositions" in Management's Overview and Summary), and for the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, the Disposition Properties are The Marketplace at Flagstaff, Superstition Springs Power Center and Towne Mall.

For the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, the Acquisition Property is Crabtree Mall (See "Acquisitions" in Management's Overview and Summary).

For the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, the JV Transition Centers are Arrowhead Towne Center, Chandler Fashion Center, Los Cerritos Center, Washington Square and South Plains Mall (See "Acquisitions" in Management's Overview and Summary).

For the comparison of the year ended December 31, 2025 to the year ended December 31, 2024, the Disposition Properties are The Oaks, Southridge Mall, Wilton Mall, Southpark Mall, Lakewood Center, Valley Mall, former department store parcels at Valle Vista Mall in Harlingen, Texas and in Petaluma, California and the outparcel sales at Los Cerritos Mall in Los Cerritos, California and Washington Square in Portland, Oregon (See "Dispositions" in Management's Overview and Summary).

Unconsolidated joint ventures are reflected using the equity method of accounting.

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a comparison of initial average base rent per square foot on leases executed during the trailing twelve months to average base rent per square foot at expiration for the leases expiring during the trailing twelve months based on the spaces 10,000 square feet and under) to be key performance indicators of the Company's internal growth.

During the trailing twelve months ended December 31, 2024, comparable tenant sales for spaces less than 10,000 square feet across the portfolio decreased by 0.4% relative to the twelve months ended December 31, 2023.

The leased occupancy rate of 94.1% at December 31, 2024 represented a 0.6% increase from 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the 93.7% occupancy rate at September 30, 2024.

During the trailing twelve months ended December 31, 2025, comparable tenant sales for spaces less than 10,000 square feet across the portfolio increased by 1.2% relative to the twelve months ended December 31, 2024.

The leased occupancy rate of 94.0% at December 31, 2025 represented a 0.1% decrease from 94.1% at December 31, 2024 and a 0.6% sequential increase compared to the 93.4% occupancy rate at September 30, 2025.

Releasing spreads increased as the Company executed leases at an average rent of $69.77 for new and renewal leases executed compared to $65.39 on leases expiring, resulting in a releasing spread increase of $4.38 per square foot, or 6.7%, for the trailing twelve months ended December 31, 2025.

This was the Company's thirteenth consecutive quarter of positive base rent leasing spreads.

This was the Company's seventeenth consecutive quarter of positive base rent leasing spreads.

The Company continues to renew or replace leases that are scheduled to expire in 2026, however, due to a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring in 2026 or beyond.

These leases that are scheduled to expire represent approximately 1.4 million square feet of the Centers, accounting for 23.25% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2024.

These leases that are scheduled to expire represent approximately 840,000 square feet of the Centers, accounting for 14.65% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2025.

These calculations exclude Centers under development or redevelopment and property dispositions (See “Acquisitions,” "Dispositions" and "Redevelopment and Development Activities" in Management's Overview and Summary), and include square footage of Centers owned by joint ventures at the Company’s share.

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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 (“FFO”) launch point goal over the next three to four years;

• Deliver a post-deleveraging Funds From Operations (“FFO”) 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.

In order to deleverage its capital structure, the Company may pursue asset dispositions and acquisitions, experience organic growth in EBITDA as tenants in its lease pipeline open for business, be selective about undertaking new development and redevelopment projects, and/or issue common stock.

In order to deleverage its capital structure, the Company may pursue asset dispositions and acquisitions, experience organic growth in

EBITDA as tenants in its lease pipeline open for business, be selective about undertaking new development and redevelopment projects, and/or issue common stock.

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.

Although the majority of the key performance indicators at the Centers continued to improve during 2024, operating results have been and are expected to continue to be negatively impacted by certain external factors, including sustained inflation and elevated interest rates, as well as the impact from the 2024 bankruptcy of Express and any future tenant bankruptcies.

Traffic levels at the Company’s Centers for 2024 increased 1.6% over 2023 levels.

Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 2024 decreased by 0.4% compared to the same period in 2023.

Although some of the key performance indicators at the Centers continued to improve during 2025, operating results in 2025 were and are expected to continue to be negatively impacted by certain external factors, including sustained inflation, tariffs and elevated interest rates, as well as the impact from the bankruptcies of Express, Forever 21 and Claire's, and resulting store closures, and any future tenant bankruptcies.

Traffic levels at the Company’s Centers for 2025 were flat compared to 2024 levels.

Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 2025 increased by 1.2% compared to the same period in 2024.

Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 2025 were $881 compared to $837 for the twelve months ended December 31, 2024.

During 2025, the Company signed 1,199 new and renewal leases for approximately 7.1 million square feet, compared to 819 leases and 3.9 million square feet signed during 2024.

This leasing volume represented a 15.3% increase in the number of leases and a 3.9% decrease in the amount of square footage leased compared to the same period in 2023 on a comparable basis.

This leasing volume represented a 46% increase in the number of leases and an 85% increase in the amount of square footage leased compared to the same period in 2024 on a comparable center basis.

The Company believes that diversity of use within its tenant base has been, and will continue to be, a prominent internal growth catalyst at its Centers going forward, as new uses enhance the productivity and diversity of the tenant mix and have the potential to significantly increase customer traffic at the applicable Centers.

During the year ended December 31, 2024, the Company signed leases for new stores with new-to-Macerich portfolio uses for over 225,000 square feet, with another 200,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on Form 10-K.

As of December 31, 2024, the leased occupancy rate increased to 94.1%, a 0.6% increase compared to the leased occupancy rate of 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the leased occupancy rate of 93.7% at September 30, 2024.

During the year ended December 31, 2025, the Company signed leases for new stores with new-to-Macerich portfolio uses for over 470,000 square feet, with another 130,000

square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Annual Report on Form 10-K.

As of December 31, 2025, the leased occupancy rate decreased to 94.0%, a 0.1% decrease compared to the leased occupancy rate of 94.1% at December 31, 2024 and a 0.6% sequential increase compared to the leased occupancy rate of 93.4% at September 30, 2025.

Many of the Company’s leases contain co-tenancy clauses.

Certain Anchor or small tenant closures have become permanent, whether caused by the pandemic or otherwise, and co-tenancy clauses within certain leases may be triggered as a result.

Certain Anchor or small tenant closures have become vacant, and co-tenancy clauses within certain leases may be triggered as a result.

The Company does not anticipate that the negative impact of such clauses on lease revenue will be significant.

The pace of bankruptcy filings involving the Company’s tenants has remained steady in recent years but is substantially lower than 2021 levels.

For the year ended December 31, 2024, there were 13 bankruptcy filings involving the Company’s tenants, including the bankruptcy of Express announced on April 22, 2024, totaling 54 leases and representing approximately 369,000 square feet of leased space and $21.7 million of annual leasing revenue at the Company’s share.

Based on current information and market data, the Company expects that the pace of bankruptcy filings in 2025 will continue to be lower than the average bankruptcy rate over the last decade.

For the year ended December 31, 2025, there were eight bankruptcy filings involving the Company’s tenants, including the bankruptcies of Forever 21 and Claire's, totaling 67 leases and representing approximately 873,000 square feet of leased space and approximately $12.9 million of annual leasing revenue at the Company's share.

Since the beginning of 2026 and through the date of this Annual Report on Form 10-K, there were three bankruptcy filings involving the Company’s tenants, including the bankruptcy of Saks Global LLC, totaling 14 leases and representing approximately 250,000 square feet of leased space and approximately $2.9 million of annual leasing revenue at the Company’s share.

Based on current information and market data, the Company expects that the pace of bankruptcy filings in 2026 will continue to be lower than the average bankruptcy rate over the last decade but the Company will continue to monitor the impact of tariffs and other economic conditions on the Company's tenants.

During 2026, the Company expects to generate positive cash flow after recurring operating capital expenditures, leasing capital expenditures and payment of dividends.

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To the extent available, any excess cash flow may be used to fund the Company's development and redevelopment pipeline and/or to de-lever the Company’s balance sheet.

The Company continues to actively address its near-term, non-recourse loan maturities, with eight completed transactions since the beginning of 2024.

Since January 1, 2024, the Company has refinanced or extended eight loans totaling approximately $1.4 billion, or approximately $1.2 billion at the Company’s pro rata share.

The Company continues to actively address its near-term, non-recourse loan maturities, with eleven completed transactions since the beginning of 2024, totaling approximately $2.1 billion, or approximately $1.9 billion at the Company’s pro rata share.

For additional information on the Company’s financing transactions in 2024 through the date of this Annual Report on Form 10-K, see “Financing Activities” and "Liquidity and Capital Resources".

On April 9, 2024, the Company defaulted on the $300.0 million loan on Santa Monica Place and the Company is in negotiations with the lender on the terms of this non-recourse loan.

Elevated interest rates have increased, and may continue to increase, the cost of the Company’s borrowings due to its outstanding floating-rate debt and have led, and may continue to lead, to higher interest rates on new fixed-rate debt.

On April 9, 2024, the Company defaulted on the $300.0 million non-recourse loan on Santa Monica Place and during the first quarter of 2025, completed the transition of the property to a receiver.

The Company is still the owner of record of the property.

Interest rates have increased, and may continue to increase, the cost of the Company’s borrowings due to its outstanding floating-rate debt and have led, and may continue to lead, to higher interest rates on new fixed-rate debt.

While interest rates have begun to decrease, they remain elevated and the Company expects to incur increased interest expense from the refinancing or extension of loans that may currently carry below-market interest rates.

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Leasing revenue increased by $100.3 million, or 11.8%, from 2024 to 2025.

The increase in leasing revenue is attributed to increases of $61.3 million from the JV Transition Centers offset in part by decreases of $7.1 million from the Disposition Properties and $12.3 million from the Redevelopment Properties.

The increase in leasing revenue is attributed to increases of $98.7 million from the JV Transition Centers, $23.8 million from the Acquisition Property and $3.1 million from the Same Centers offset in part by decreases of $18.4 million from the Disposition Properties and $6.9 million from Santa Monica Place.

Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the recovery of bad debts.

The amortization of above and below-market leases increased from $3.1 million in 2023 to $5.3 million in 2024.

The amortization of above and below-market leases decreased from $5.3 million in 2024 to $4.3 million in 2025.

The amortization of straight-line rents increased from $(0.8) million in 2024 to $4.5 million in 2025.

Lease termination income decreased from $10.5 million in 2023 to $2.9 million in 2024.

Percentage rent decreased from $38.2 million in 2023 to $34.3 million in 2024 primarily from conversions from variable rent to fixed rent structures on lease renewals of expiring space.

(Provisions for) recovery of bad debts increased from $2.7 million in 2023 to $(6.2) million in 2024.

Other income decreased from $44.9 million in 2023 to $37.9 million in 2024.

This decrease is primarily due to a decrease in parking income related to the Same Centers and other non-recurring income in 2023 compared to 2024.

Lease termination income increased from $2.9 million in 2024 to $7.0 million in 2025.

Percentage rent increased from $34.3 million in 2024 to $34.6 million.

Provisions for bad debts decreased from $6.2 million in 2024 to $4.6 million in 2025.

Other income increased from $37.9 million in 2024 to $40.5 million in 2025.

This increase is primarily due to an increase in parking income related to the Same Centers and interest income.

Shopping Center and Operating Expenses:

Shopping center and operating expenses increased $19.5 million, or 6.3%, from 2024 to 2025.

The increase in shopping center and operating expenses is attributed to increases of $12.1 million from the JV Transition Centers and $8.3 million from the Same Centers, which is primarily due to increased insurance, maintenance, utilities and snow removal costs, offset in part by decreases of $2.0 million from the Disposition Properties and $1.6 million from the Redevelopment Properties.

The increase in shopping center and operating expenses is attributed to increases of $18.5 million from the JV Transition Centers, $6.0 million from the Acquisition Property and $4.5 million from the Same Centers, which is primarily due to increased maintenance, utilities and snow removal costs, offset in part by a decrease of $11.1 million from the Disposition Properties.

Additionally, $1.6 million of the increase is attributable to Santa Monica Place.

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Management Companies' Operating Expenses:

Management Companies' operating expenses increased $12.0 million from 2023 to 2024 due to an increase in compensation expense, including employee severance costs of $5.5 million.

Management Companies' operating expenses increased $2.6 million from 2024 to 2025 due to an increase in compensation expense.

REIT General and Administrative Expenses:

REIT general and administrative expenses decreased by $1.1 million due primarily to a decrease in compensation expense.

REIT general and administrative expenses increased by $3.4 million due primarily to an increase in compensation expense.

Depreciation and Amortization:

Depreciation and amortization increased $62.3 million from 2024 to 2025.

The increase in depreciation and amortization is attributed to increases of $21.8 million from the JV Transition Centers and $1.0 million from the Redevelopment Centers offset in part by decreases of $7.6 million from the Same Centers and $6.1 million from the Disposition Properties.

The increase in depreciation and amortization is attributed to increases of $46.7 million from the JV Transition Centers, $14.1 million from the Acquisition Property and $4.5 million from the Same Centers offset in part by a decrease of $3.8 million from the Disposition Properties.

Additionally, $0.8 million of the increase is attributable to Santa Monica Place.

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Interest expense increased $63.6 million from 2024 to 2025.

The increase in interest expense is attributed to increases of $31.3 million from the JV Transition Centers, $12.9 million from the financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements), $2.5 million from the Same Centers and $0.4 million from higher interest rates and outstanding balances on the Company's revolving line of credit, offset in part by a decrease of $7.8 million from the Redevelopment Centers.

The increase in interest expense is attributed to increases of $41.2 million from the JV Transition Centers, $11.3 million from the financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements), $10.4 million from the Same Centers, $4.7 million from the Acquisition Property and $0.8 million from the Dispositions Properties offset in part by $8.4 million from lower outstanding balances on the Company's revolving line of credit.

Additionally, $3.6 million of the increase is attributable to Santa Monica Place, which includes default interest expense of $3.3 million.

The decrease in interest income from the financing arrangement is primarily due to the change in fair value of the underlying properties and the mortgage notes payable on the underlying properties and Chandler Freehold no longer being accounted for as a financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements).

The above interest expense items are net of capitalized interest, which increased from $20.5 million in 2023 to $22.6 million in 2024.

Equity in Loss of Unconsolidated Joint Ventures:

Equity in loss of unconsolidated joint ventures increased $40.4 million from 2023 to 2024.

The increase in equity in loss of unconsolidated joint ventures is primarily due to the write-down of the Company's investment in Los Angeles Premium Outlets of $57.7 million in 2024 and impairment losses of $121.1 million recognized in 2024 as a result of the shortening of holding periods on certain joint venture assets as compared to impairment losses in 2023 of $51.4 million at MS Portfolio LLC and $107.7 million at Country Club Plaza, as a result of the reduction in the estimated holding periods (See Note 4—Investments in Unconsolidated Joint Ventures in the Company’s Notes to the Consolidated Financial Statements).

Gain (Loss) on Sale or Write Down of Assets, net:

Gain (loss) on sale or write down of assets, net increased $173.5 million from 2023 to 2024.

The increase is primarily due to the gains recognized in 2024 of $334.3 million relating to the Company no longer accounting for its investment in Chandler Fashion Center as a financing arrangement (See Note 12 – Financing Arrangement and Note 16 – Dispositions in the Company’s Notes to the Consolidated Financial Statements) and $42.8 million from the sale of the Company's ownership interest in Biltmore Fashion Park offset in part by impairment losses in 2024 of $334.3 million recognized as a result of the reduction in the estimated holding periods of certain properties, including Fashion District Philadelphia, The Oaks, Santa Monica Place and Wilton Mall, as compared to an impairment loss of $144.7 million recognized in 2023 as a result of the reduction in the estimated holding period of Fashion Outlets of Niagara Falls.

Net loss decreased $80.4 million from 2023 to 2024.

The decrease in net loss is primarily due to the gain on sale of assets discussed above offset in part by impairment losses recognized as a result of the reduction in the estimated holding periods of certain consolidated properties and properties held by unconsolidated joint ventures, including Fashion District Philadelphia, Santa Monica Place, Los Angeles Premium Outlets, The Oaks and Wilton Mall in 2024 and by the 2023 write-down of assets as a result of the reduction in the estimated holding period at MS Portfolio LLC and Country Club Plaza, along with the other variances noted above.

The increase in interest income from the financing arrangement is primarily due to the change in fair value of the underlying properties and the mortgage notes payable on the underlying properties and Chandler Freehold no longer being accounted for as a financing arrangement (See Note 12—Financing Arrangement in the Company's Notes to the Consolidated Financial Statements).

The above interest expense items are net of capitalized interest, which decreased from $22.6 million in 2024 to $17.3 million in 2025.

Equity in Income (Loss) of Unconsolidated Joint Ventures:

Equity in income (loss) of unconsolidated joint ventures increased $233.3 million from 2024 to 2025.

The increase in equity in income (loss) of unconsolidated joint ventures is primarily due to the write-down of the Company's investment in Los Angeles Premium Outlets of $57.7 million in 2024 and impairment losses of $121.1 million recognized in 2024 as a result of the shortening of holding periods on certain joint venture assets as compared to gains recognized in 2025 related to the sale of Atlas Park of $12.0 million (See Note 4—Investments in Unconsolidated Joint Ventures in the Company’s Notes to the Consolidated Financial Statements).

(Loss) Gain on Sale or Write Down of Assets, net:

(Loss) gain on sale or write down of assets, net increased $162.4 million from 2024 to 2025.

The increase is primarily due to impairment losses in 2025 of $147.4 million recognized as a result of the reduction in the estimated holding periods of certain properties, including Santa Monica Place, Valley Mall and South Park Mall offset in part by a $21.1 million gain on the sale of Lakewood Center as compared to gains recognized in 2024 of $334.3 million relating to the Company no longer accounting for its investment in Chandler Fashion Center as a financing arrangement (See Note 12 – Financing Arrangement

and Note 16 – Dispositions in the Company’s Notes to the Consolidated Financial Statements) and $42.8 million from the sale of the Company's ownership interest in Biltmore Fashion Park offset in part by impairment losses in 2024 of $334.3 million recognized as a result of the reduction in the estimated holding periods of certain properties, including Fashion District Philadelphia, The Oaks, Santa Monica Place and Wilton Mall.

Net loss increased $3.4 million from 2024 to 2025.

The increase in net loss is primarily due to the variances noted above.

Funds From Operations ("FFO"):

Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, gain or loss on extinguishment of debt, net, accrued default interest expense and loss on non-real estate investments decreased 11.6% from $413.2 million in 2023 to $365.3 million in 2024.

For a reconciliation of net (loss) income attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders–basic and diluted, and FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments–diluted, see "Funds From Operations ("FFO")" below.

Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders—diluted, excluding financing expense in connection with Chandler Freehold, gain or loss on extinguishment of debt, net, accrued default interest expense and loss on non-real estate investments increased 8.7% from $365.3 million in 2024 to $397.0 million in 2025.

For a reconciliation of net loss attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders–basic and diluted, and FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments–diluted, see "Funds From Operations ("FFO")" below.

Net Operating Income (“NOI”) – Go-Forward Portfolio Centers

Primarily as a result of the factors mentioned above, NOI from the Go-Forward Portfolio Centers, excluding lease termination income, increased 1.8% from $716.7 million in 2024 to $729.8 million in 2025.

For a reconciliation of net loss attributable to the Company, the most directly comparable GAAP financial measure, to NOI- All Centers and NOI – Go-Forward Portfolio Centers, see “Net Operating Income – Go-Forward Portfolio Centers” below.

Cash Flows from Operating Activities:

Cash provided by operating activities decreased $12.1 million from 2023 to 2024.

The decrease is primarily due to the changes in assets and liabilities and the results, as discussed above.

Cash provided by operating activities increased $38.2 million from 2024 to 2025.

The increase is primarily due to the changes in assets and liabilities and the results, as discussed above.

Cash Flows from Investing Activities:

Cash provided by investing activities decreased $32.8 million from 2023 to 2024.

The decrease in cash provided by investing activities is primarily attributed to a decrease in distributions from unconsolidated joint ventures of $206.9 million, increases in the acquisitions of property of $124.1 million and development, redevelopment and renovation of $31.4 million offset in part by increases in proceeds from the sale of assets of $246.6 million and $49.0 million in cash acquired from acquisitions of unconsolidated joint ventures, and decreases in contributions to unconsolidated joint ventures of $32.2 million and property improvements of $16.2 million.

The decrease in distributions from unconsolidated joint ventures is primarily due to the distribution of net loan proceeds from the Scottsdale Fashion Square refinance in 2023 (See “Financing Activities” in Management’s Overview and Summary).

Cash (used in) provided by investing activities increased $345.1 million from 2024 to 2025.

The change in cash (used in) provided by investing activities is primarily attributed to increases in acquisitions of property of $96.1 million, increases of $108.6 million from contributions to unconsolidated joint ventures and decreases in proceeds from sale of assets of $122.5 million.

The increase in the acquisitions of property is due to the acquisition of Crabtree Mall (See "Acquisitions" in Management's Overview and Summary).

The increase in contributions to unconsolidated joint ventures is primarily due to contributions to Flatiron Crossing in 2025 to payoff the remaining loan balance (See "Financing Activities" in Management's Overview and Summary).

Cash Flows from Financing Activities:

Cash used in financing activities decreased $22.8 million from 2023 to 2024.

The decrease in cash used in financing activities is primarily due to increases in proceeds from stock offerings of $657.0 million and proceeds from mortgages, bank and other notes payable of $506.0 million and a decrease in deferred financing costs of $20.1 million offset in part by an increase in payments on mortgages, bank and other notes payable of $1.2 billion.

Cash provided by (used in) financing activities increased $515.3 million from 2024 to 2025.

The change in cash provided by (used in) financing activities is primarily due to a decrease in payments on mortgages, bank and other notes payable of $1.8 billion offset in part by decreases in proceeds from mortgages, bank and other notes payable of $625.9 million, decreases in proceeds from stock offerings of $603.8 million and an increase in dividends and distributions of $26.9 million.

Comparison of Years Ended December 31, 2024 and 2023

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Liquidity and Capital Resources

The Company anticipates meeting its liquidity needs for its operating expenses, debt service and dividend requirements for the next twelve months and beyond through cash generated from operations, distributions from unconsolidated joint ventures, working capital reserves and/or borrowings under its revolving loan facility.

Additionally, the Company is focused on implementing the Path Forward Plan, including its goal to reduce its Net Debt to Adjusted EBITDA leverage ratio to a lower level over the next three to four years.

The Company may achieve this goal, and other goals set in connection with the Path Forward Plan, 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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Consolidated Centers:

Acquisitions of property, building improvement and equipment(1) $ 214,059 $ 83,025 $ 49,459

Acquisitions of property(1) $ 290,000 $ 170,829 $ 46,687

Property improvements 34,622 43,230 36,338

Development, redevelopment, expansion and renovation of Centers 100,210 104,513 94,601

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Joint Venture Centers (at the Company's pro rata share):

Acquisitions of property, building improvement and equipment $ 14,440 $ 17,628 $ 13,222

Property improvements $ 9,327 $ 14,440 $ 17,628

Development, redevelopment, expansion and renovation of Centers 77,735 39,759 58,091

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_______________________________________________________________________________

(1) For the twelve months ended December 31, 2025, this includes the $290.0 million acquisition of Crabtree Mall, excluding closing adjustments and other related transaction costs (See "Acquisitions" in Management's Overview and Summary).

For the twelve months ended December 31, 2024, this includes cash paid of $129.0 million, excluding the assumption of the partner's share of certain cash balances, on October 24, 2024, for the Company's acquisition of its joint venture partner's 40% interest in Lakewood Center, Los Cerritos Center and Washington Square.

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The Company now owns 100% of these regional retail centers.

On August 18, 2025, Lakewood Center was sold (See "Acquisitions" and "Dispositions" in Management's Overview and Summary).

In addition, for the twelve months ended December 31, 2024, this includes cash paid of $36.4 million on May 14, 2024, for the Company's acquisition of its joint venture partner's 40% interest in Arrowhead Towne Center and South Plains Mall.

The total purchase price also included the assumption of the partner's share of debt.

The Company now owns 100% of these regional retail centers.

The Company now owns 100% of these regional retail centers (See "Acquisitions" in Management's Overview and Summary).

For the twelve months ended December 31, 2023, this includes the Company's acquisition of its joint venture partner's (Seritage) 50% interest in five former Sears parcels on May 18, 2023, for $46.7 million.

The Company now owns 100% of these five parcels located at Chandler Fashion Center, Danbury Faire Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square.

The Company now owns 100% of these five parcels located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square (See "Acquisitions" in Management's Overview and Summary).

The Company expects amounts to be incurred during the next twelve months for tenant allowances and deferred leasing charges to be approximately $75.0 million to $100.0 million.

The Company expects to incur approximately $250.0 million to $300.0 million during 2026 for development, redevelopment, expansion and renovations, which includes Scottsdale Fashion Square, Green Acres Mall and FlatIron Crossing (See "Redevelopment and Development Activities" in Management’s Overview and Summary).

Capital for these expenditures, developments and/or redevelopments has been, and is expected to continue to be, obtained from a combination of cash on hand, cash generated from operations, asset sales, debt or equity financings, which may include borrowings under the Company's revolving loan facility and sales of common stock, from property financings and construction loans, each to the extent available.

financings, which may include borrowings under the Company's revolving credit facility and sales of common stock, from property financings and construction loans, each to the extent available.

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

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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.

For example, since implementing the Path Forward Plan in the second quarter of 2024, the Company’s joint venture sold Country Club Plaza in Kansas City, Missouri on June 28, 2024 and the Company sold its 50% interest in Biltmore Fashion Park in Phoenix, Arizona on July 31, 2024.

Additionally, on November 25, 2024, the Company sold Southridge Mall in Des Moines, Iowa and on December 10, 2024, the Company sold The Oaks in Thousand Oaks, California.

The Company used its share of proceeds from these transactions to pay down its revolving loan facility and other debt obligations.

In addition, the Company is under contract to sell Wilton Mall, which is expected to close in the first half of 2025, subject to customary closing conditions.

For example, since implementing the Path Forward Plan in the second quarter of 2024, the Company has sold joint venture interests in properties and consolidated properties as described in "—Dispositions" in Management's Overview and Summary.

The Company used its share of proceeds from these transactions to pay down its revolving credit facility and other debt obligations.

During the year ended December 31, 2025, the Company and certain joint venture partners sold various land parcels in separate transactions for aggregate proceeds of $20.1 million (at the Company's share), which the Company used to pay down debt and for other general corporate purposes.

Furthermore, the Company has filed a shelf registration statement, which registered an unspecified amount of common stock, preferred stock, depositary shares, debt securities, warrants, rights, stock purchase contracts and units that may be sold from time to time by the Company.

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.

On each of March 26, 2021 and November 12, 2024, the Company registered separate “at the market” offering programs, 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 under each of the 2021 ATM Program and the 2024 ATM Program, in each case, in amounts and at times to be determined by the Company.

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

During the twelve months ended December 31, 2023, no shares were issued under the ATM Programs.

During the twelve months ended December 31, 2024, 13.1 million shares of common stock were issued under the ATM Programs.

The 2021 ATM Program was fully utilized in 2024 and is no longer active.

During the twelve months ended December 31, 2025, 3.1 million shares of common stock were issued under the 2024 ATM Program.

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.

The following table sets forth certain information with respect to issuances made under each of the ATM Programs as of December 31, 2024.

(Dollars and shares in thousands) 2021 ATM Program 2024 ATM Program

The following table sets forth certain information with respect to issuances made under the 2024 ATM Program as of December 31, 2025.

(Dollars and shares in thousands) 2024 ATM Program

For the Three Months Ended:

Number of Shares Issued Net Proceeds Sales Commissions Number of Shares Issued Net Proceeds Sales Commissions

Number of Shares Issued Net Proceeds Sales Commissions

March 31, 2025 — $ — $ —

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The majority of the Company's debt consists of fixed-rate conventional mortgage notes collateralized by individual properties.

The Company expects that all of the maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's revolving loan facility or cash on hand, with the exception of Santa Monica Place (See “—Financing Activities” in Management’s Overview and Summary).

The Company expects that all of the maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's revolving credit facility or cash on hand, with the exception of Santa Monica Place and Twenty Ninth Street (See “—Financing Activities” in

Management’s Overview and Summary).

The $76.5 million mortgage loan (at the Company's pro rata share) on Twenty Ninth Street is in default as of February 6, 2026.

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

The Company believes that the pro rata debt provides useful information to investors regarding its financial condition because it includes the Company’s share of debt from unconsolidated joint ventures and, for consolidated debt, excludes the Company’s partners’ share from consolidated joint ventures, in each case presented on the same basis.

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The Company does not believe that these letters of credit will result in a liability to the Company.

The Company continues to actively address its near-term, non-recourse loan maturities, with eight completed transactions since the beginning of 2024.

Since January 1, 2024, the Company has refinanced or extended eight loans totaling approximately $1.4 billion, or approximately $1.2 billion at the Company’s pro rata share.

The Company continues to actively address its near-term, non-recourse loan maturities, with eleven completed transactions since the beginning of 2024 totaling approximately $2.1 billion, or approximately $1.9 billion at the Company’s pro rata share.

For additional information on the Company’s financing transactions in 2024 through the date of this Annual Report on Form 10-K, see “Financing Activities” in Management’s Overview and Summary.

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 $650.0 million revolving loan facility that matures on February 1, 2027, with a one-year extension option.

The revolving loan facility can be expanded up to $950.0 million, subject to receipt of lender commitments and other conditions.

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 $650.0 million revolving credit facility that matures on February 1, 2027, with a one-year extension option.

The revolving credit facility can be expanded up to $950.0 million, subject to receipt of lender commitments and other conditions.

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 new revolving 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.

As of December 31, 2025, the borrowing rate was SOFR plus a spread of 2.10%.

As of December 31, 2024, borrowings under the credit facility were $110.0 million less unamortized deferred finance costs of $11.7 million for the revolving loan facility at a total effective interest rate of 7.59%.

As of December 31, 2024, the Company’s availability under the revolving loan facility for additional borrowings was $539.8 million.

As of December 31, 2025, there were no borrowings outstanding under the revolving credit facility.

Unamortized deferred finance costs were $7.9 million as of December 31, 2025, which are netted against balances outstanding or within deferred charges and other assets, net when no borrowings are outstanding on the revolving credit facility which was the case as of December 31, 2025.

As of December 31, 2025, the Company’s availability under the revolving credit facility for additional borrowings was $649.4 million.

Cash dividends and distributions for the twelve months ended December 31, 2025 were $188.2 million (including distributions from consolidated joint ventures of $4.5 million), which were funded by operations.

At December 31, 2024, the Company was in compliance with all applicable loan covenants under its agreements.

At December 31, 2025, the Company was in compliance with all applicable loan covenants under its agreements, with the exception of Santa Monica Place, as discussed above.

At December 31, 2025, the Company had cash and cash equivalents of $280.2 million.

29 unchanged sentences

Effective April 9, 2024, default interest expense has been accrued on the non-recourse loan on Santa Monica Place.

GAAP requires that the Company accrue default interest expense, which is not expected to be paid and is expected to be reversed once a loan is modified or once title to the mortgaged loan collateral is transferred.

The Company believes that the accrual of default interest on non-recourse loans, and the related reversal thereof should be excluded.

Effective November 6, 2025, default interest expense has been accrued on the non-recourse loan at South Plains Mall.

The Company is required under GAAP to accrue default interest expense, which is expected to be reversed or paid, once a loan is modified or once title to the mortgaged loan collateral is transferred.

The Company believes that default interest on non-recourse loans, and any related reversal thereof should be excluded.

The Company holds certain non-real estate investments that are subject to mark to market changes every quarter.

7 unchanged sentences

Management believes that to further understand the Company's performance, FFO should be compared with the Company's reported net (loss) income and considered in addition to cash flows in accordance with GAAP, as presented in the Company's consolidated financial statements.

The following reconciles net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders—basic and diluted and FFO attributable to common stockholders and unit holders—basic and diluted, excluding financing expense in connection with Chandler Freehold, (gain) loss on extinguishment of debt, net, accrued default interest expense and loss (gain) on non-real estate investments for the years ended December 31, 2024, 2023, 2022, 2021 and 2020 (dollars and shares in thousands):

net, accrued default interest expense and loss (gain) on non-real estate investments for the years ended December 31, 2025, 2024, 2023, 2022 and 2021 (dollars and shares in thousands):

2025 2024 2023 2022 2021

2 unchanged sentences

Noncontrolling interests in the Operating Partnership (8,344) (8,766) (11,389) (2,660) 714

(Gain) loss on sale or write down of consolidated assets, net (38,959) 134,523 (7,698) (75,740) 68,112

Loss on remeasurement of consolidated assets — — — — 163,298

gain on undepreciated asset sales or write-down from consolidated assets 1,130 3,705 16,091 19,461 7,777

Loss (gain) on sale or write down of consolidated assets, net 123,417 (38,959) 134,523 (7,698) (75,740)

gain on undepreciated asset sales from consolidated assets 6,545 1,130 3,705 16,091 19,461

loss on write-down of non-real estate sales or write-down of assets—consolidated assets — — — (2,000) (2,200)

noncontrolling interests share of gain (loss) on sale or write-down of assets—consolidated assets 330 2,224 6,287 9,732 (120)

Loss (gain) on sale or write down of assets—unconsolidated joint ventures(1) 180,089 136,377 19,397 4,931 (6)

noncontrolling interests share of (loss) gain on sale or write-down of assets—consolidated assets (42) 330 2,224 6,287 9,732

(Gain) loss on sale or write down of assets—unconsolidated joint ventures(1) (8,299) 180,089 136,377 19,397 4,931

gain on sale of undepreciated assets—unconsolidated joint ventures(1) 569 1,643 7,102 7,794 93

4 unchanged sentences

FFO attributable to common stockholders and unit holders—basic and diluted 378,931 373,684 431,112 404,632 423,145

Financing expense in connection with Chandler Freehold (12,829) (26,311) 32,902 (955) (136,425)

FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold—basic and diluted 360,855 404,801 437,534 422,190 339,505

Financing (expense) income in connection with Chandler Freehold — (12,829) (26,311) 32,902 (955)

(Gain) loss on extinguishment of debt, net—consolidated assets — (14,403) (8,208) — 1,007

13 unchanged sentences

It also assumes the conversion of MACWH, LP common and preferred units to the extent that they are dilutive to the FFO—diluted computation.

Net Operating Income – Go-Forward Portfolio Centers (“NOI – Go-Forward Portfolio Centers)

The Company presents NOI – Go-Forward Portfolio Centers because the Company believes it is useful for investors to evaluate the operating performance of comparable centers.

NOI – Go-Forward Portfolio Centers is calculated using earnings before interest, income taxes, depreciation, amortization, noncontrolling interests in the Operating Partnership, extraordinary items, loss (gain) on remeasurement, sale or write down of assets, loss (gain) on extinguishment of debt and preferred dividends and includes joint ventures at their pro rata share and eliminating the impact of the Management Companies’ revenues and operating expenses, leasing expenses (including joint ventures at pro rata), the Company’s REIT general and administrative expenses, corporate and other income and expenses and the straight-line and above/below market adjustments to minimum rents and subtracting out NOI from non-Go-Forward Portfolio Centers.

The Company also presents NOI – Go-Forward Portfolio Centers, excluding lease termination income, as the Company believes that it is useful for investors to evaluate operating performance without the impact of lease termination income.

Management compensates for the limitations of NOI – Go-Forward Portfolio Centers by providing investors with financial statements prepared according to GAAP, along with this detailed discussion of NOI – Go-Forward Portfolio Centers and a reconciliation of net loss attributable to the Company to NOI – All Centers and NOI – Go-Forward Portfolio Centers.

Management believes that to further understand the Company’s performance, NOI – All Centers and NOI – Go-Forward Portfolio Centers should be compared with the Company’s reported net income (loss), as presented in the Company’s consolidated financial statements.

The following reconciles net loss attributable to the Company to NOI – All Centers and NOI – Go-Forward Portfolio Centers for the years ended December 31, 2025 and 2024 (dollars in thousands):

Net loss attributable to the Company $ (197,149) $ (194,120)

Interest expense - consolidated assets 283,542 219,987

Interest expense - unconsolidated joint ventures (pro rata) 83,101 130,217

Depreciation and amortization - consolidated assets 357,083 294,780

Depreciation and amortization - unconsolidated joint ventures (pro rata) 114,214 148,740

Noncontrolling interests in the OP (8,344) (8,766)

Interest expense and depreciation and amortization

allocable to noncontrolling interests in consolidated joint ventures (3,732) (9,736)

Gain on extinguishment of debt — (14,403)

Loss (gain) on sale or write down of assets, net - consolidated assets 123,417 (38,959)

(Gain) loss on sale or write down of assets, net - unconsolidated joint ventures (pro rata) (8,299) 180,089

Noncontrolling interests share of (loss) gain on sale or write-down of consolidated joint ventures, net (42) 330

Income tax benefit (2,193) (1,300)

Distributions on preferred units 348 348

REIT general and administrative expenses 31,539 28,145

Management Companies' revenues (22,706) (29,814)

Management Companies' operating expenses 84,644 82,059

Leasing expenses, including joint ventures at pro rata 49,333 44,152

Corporate and other income (1) (31,575) (5,546)

Straight-line and above/below market rent adjustments (11,706) (5,972)

NOI - All Centers 841,475 820,231

NOI of non-Go-Forward Portfolio Centers (2) (102,968) (100,791)

NOI - Go-Forward Portfolio Centers (2) 738,507 719,440

Lease termination income of Go-Forward Portfolio Centers (8,697) (2,773)

NOI - Go-Forward Portfolio Centers, excluding lease termination income 729,810 716,667

NOI - Go-Forward Portfolio Centers percentage change, including lease termination income 2.7 %

NOI - Go-Forward Portfolio Centers percentage change, excluding lease termination income 1.8 %

_______________________________________________________________________________

(1) Includes (income) expense components excluded from NOI - All Centers, including legal claims settlement income, interest income, non-real estate investments, and other assets.

(2) For purposes of this calculation, the Acquisition Property (Crabtree Mall), is included in the non Go-Forward Portfolio Centers and excluded from the Go-Forward Portfolio Centers as it was acquired on June 23, 2025 and was not held for the same period in 2024.

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 7. Management’s Discussion and Analysis