What changed in this filing

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Item 9A. Controls and Procedures

2026-02-20 compared with 2025-02-28 · 265 added, 221 removed, 1445 unchanged (25% of the section changed)

78 unchanged sentences

Opinion on the Consolidated Financial Statements

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

We have audited the accompanying consolidated balance sheets of The Macerich Company and subsidiaries (the Company) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive loss, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial statement Schedule III - Real Estate and Accumulated Depreciation (collectively, the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S.

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We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

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

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

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

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

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

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

The gain on sale included $88,721 thousand

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

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

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

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

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

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

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

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

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

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

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

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

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

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

Due to a reduction in the expected holding period of certain consolidated properties, the Company determined the properties’ carrying values were impaired and recorded impairment charges of $151,447 thousand during 2025, of which a portion was recorded based on the discounted cash flow approach and included in (loss) gain on sale or write down of assets, net on the consolidated statement of operations.

As of December 31, 2025, Property, net was $6,688,128 thousand and investments in unconsolidated joint ventures was $707,075 thousand.

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Distributions in excess of investments in unconsolidated joint ventures 194,388 192,680

Financing arrangement obligation — 102,516

Total liabilities 5,841,615 5,724,614

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Shopping center and operating expenses 326,330 306,868 288,407

Leasing expense 41,340 36,423 32,670

Leasing expenses 46,626 41,340 36,423

Management Companies' operating expenses 84,644 82,059 70,060

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Total expenses 1,129,764 958,776 871,201

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

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

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

Equity in income (loss) of unconsolidated joint ventures 35,946 ( 197,352 ) ( 156,937 )

Income tax benefit 2,193 1,300 494

(Loss) gain on sale or write down of assets, net ( 123,417 ) 38,959 ( 134,523 )

Net loss ( 201,059 ) ( 197,665 ) ( 278,099 )

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

Less net loss attributable to noncontrolling interests ( 3,910 ) ( 3,545 ) ( 4,034 )

Net loss attributable to the Company $ ( 197,149 ) $ ( 194,120 ) $ ( 274,065 )

Earnings per common share attributable to common stockholders:

Basic $ ( 0.88 ) $ ( 1.28 ) $ ( 0.31 )

Diluted $ ( 0.88 ) $ ( 1.28 ) $ ( 0.31 )

Basic and diluted $ ( 0.78 ) $ ( 0.88 ) $ ( 1.28 )

Weighted average number of common shares outstanding:

Basic 221,845,000 215,548,000 215,031,000

Diluted 221,845,000 215,548,000 215,031,000

Basic and diluted 254,216,000 221,845,000 215,548,000

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

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Comprehensive loss ( 201,034 ) ( 196,747 ) ( 279,683 )

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

Less net loss attributable to noncontrolling interests ( 3,910 ) ( 3,545 ) ( 4,034 )

Comprehensive loss attributable to the Company $ ( 197,124 ) $ ( 193,202 ) $ ( 275,649 )

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CONSOLIDATED STATEMENTS OF EQUITY

(Dollars in thousands, except per share data)

(Dollars in thousands, except share data)

Stockholders' Equity

Common Stock Additional Paid-in Capital Accumulated

Deficit Accumulated Other Comprehensive (Loss) Income Total Stockholders'

Deficit Accumulated Other Comprehensive Income (Loss) Total Stockholders'

Value Noncontrolling

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Balance at January 1, 2023 215,241,129 $ 2,151 $ 5,506,084 $ ( 2,643,094 ) $ 632 $ 2,865,773 $ 83,576 $ 2,949,349

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

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

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

Interest rate cap agreements — — — — ( 1,584 ) ( 1,584 ) — ( 1,584 )

Amortization of share and unit-based plans

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— — — — — — ( 12,660 ) ( 12,660 )

Contributions from noncontrolling interests

— — — — — — 602 602

Conversion of noncontrolling interests to common shares

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CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Dollars in thousands, except per share data)

(Dollars in thousands, except share data)

Stockholders' Equity

2 unchanged sentences

Comprehensive

Income (Loss) Total Stockholders'

Loss Total Stockholders'

Value Noncontrolling

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

Redemption of noncontrolling interests

— — 39 — — 39 ( 94 ) ( 55 )

Adjustment of noncontrolling interests in Operating Partnership

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CONSOLIDATED STATEMENTS OF EQUITY (Continued)

(Dollars in thousands, except per share data)

(Dollars in thousands, except share data)

Stockholders' Equity

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— — — — — — ( 14,327 ) ( 14,327 )

Contributions from noncontrolling interests

— — — — — — 4 4

Conversion of noncontrolling interests to common shares

374,692 4 6,947 — — 6,951 ( 6,951 ) —

Redemption of noncontrolling interests

— — — — — — ( 4 ) ( 4 )

Adjustment of noncontrolling interests in Operating Partnership

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

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

Loss (gain) on sale or write down of assets, net 123,417 ( 38,959 ) 134,523

Depreciation and amortization 368,103 305,875 296,394

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Provision for (recovery of) doubtful accounts 4,633 6,153 ( 2,699 )

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

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

Income tax benefit ( 2,193 ) ( 1,300 ) ( 494 )

Equity in (income) loss of unconsolidated joint ventures ( 35,946 ) 197,352 156,937

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

17 unchanged sentences

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

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

Proceeds from sale of assets 159,612 282,148 35,528

Net cash provided by (used in) investing activities 19,790 52,541 ( 1,402 )

Net cash (used in) provided by investing activities ( 325,339 ) 19,790 52,541

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

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Dividends and distributions ( 188,208 ) ( 161,289 ) ( 159,290 )

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

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

Net cash provided by (used in) financing activities 199,219 ( 316,050 ) ( 338,888 )

Net increase (decrease) in cash and cash equivalents and restricted cash 195,484 ( 12,815 ) 9,155

Cash and cash equivalents and restricted cash at beginning of year 177,479 190,294 181,139

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

Mortgage note payable assumed by buyer $ 317,115 $ — $ —

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

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

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

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

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

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

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

The difference between the amount of rent due in a year and the amount recorded as rental income is referred to as the "straight-line rent adjustment." Minimum rents were increased (decreased) by $ 4,533 , $( 759 ) and $( 4,624 ) due to the straight-line rent adjustment during the years ended December 31, 2025, 2024 and 2023, respectively.

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

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The Company capitalizes costs incurred in redevelopment, development, renovation and improvement of properties.

The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, salaries and related costs and other costs incurred during the period of development.

The capitalized costs include pre-construction costs essential to the development of the property, development costs, construction costs, interest costs, real estate taxes, insurance, salaries and related costs and other costs incurred during the period of development.

These capitalized costs include direct and certain indirect costs clearly associated with the project.

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The estimated fair value of the land and buildings is determined utilizing an “as if vacant” methodology.

Tenant improvements represent the tangible assets associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms.

Tenant improvements represent the tangible assets

THE MACERICH COMPANY

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Summary of Significant Accounting Policies:

associated with the existing leases valued on a fair value basis at the acquisition date prorated over the remaining lease terms.

The tenant improvements are classified as an asset under property and are depreciated over the remaining lease terms.

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Recent Accounting Pronouncements:

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

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

In December 2023, the Financial Accounting Standards Board (the "FASB") issued Accounting Standards Update (“ASU”) 2023-09, Improvements to Income Tax Disclosures.

This ASU requires disaggregated information about a reporting

THE MACERICH COMPANY

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Summary of Significant Accounting Policies:

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

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

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

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

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

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

entity's effective tax rate reconciliation as well as information on income taxes paid and will be effective for annual periods beginning after December 15, 2024.

The new requirements should be applied on a prospective basis with an option to apply them retrospectively.

The Company adopted ASU 2023-09 on a prospective basis beginning with its fiscal year ended December 31, 2025.

The adoption of ASU 2023-09 did not have any material impact on the Company's consolidated financial statements as the primary change was the inclusion of additional disclosures related to the Company's Taxable REIT subsidiaries (See Note 21– Income Taxes).

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

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

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow-Scope Improvements (“ASU 2025-11”).

The amendments in ASU 2025-09 clarify interim reporting disclosure requirements in ASC 270 and introduce a new disclosure principle for reporting material events occurring after the most recent annual period.

ASU 2025-09 is effective for interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the potential impact of adopting ASU 2025-11.

Earnings Per Share ("EPS"):

2 unchanged sentences

Net loss $ ( 201,059 ) $ ( 197,665 ) $ ( 278,099 )

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

net loss attributable to noncontrolling interests ( 3,910 ) ( 3,545 ) ( 4,034 )

Net loss attributable to the Company ( 197,149 ) ( 194,120 ) ( 274,065 )

Allocation of earnings to participating securities ( 774 ) ( 906 ) ( 870 )

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

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

$ ( 197,923 ) $ ( 195,026 ) $ ( 274,935 )

Denominator for basic and diluted EPS—weighted average number of common shares outstanding(1) 254,216 221,845 215,548

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

EPS—net loss attributable to common stockholders:

Basic and diluted $ ( 0.78 ) $ ( 0.88 ) $ ( 1.28 )

16 unchanged sentences

Propcor II Associates, LLC—Boulevard Shops 50.0 %

Paradise Valley - Various Entities 5.0 %

Scottsdale Fashion Square Partnership 50.0 %

5 unchanged sentences

West Acres Development, LLP 19.0 %

WMAP, L.L.C.—Atlas Park, The Shops at 50.0 %

_______________________________________________________________________________

3 unchanged sentences

Substantially all of the Company’s joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

(2) The residential portion under development at one of the properties has an effective ownership interest of 43.4 %.

The Company has made the following investments, dispositions and financings in unconsolidated joint ventures during the years ended December 31, 2025, 2024 and 2023 and events subsequent to December 31, 2025:

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

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

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

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

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

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

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

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

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

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

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

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

On March 3, 2023, the Company’s joint venture in Scottsdale Fashion Square replaced the existing $ 403,931 mortgage loan on the property with a $ 700,000 loan that bears interest at a fixed rate of 6.21 %, is interest only during the entire loan term and matures on March 6, 2028.

7 unchanged sentences

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

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

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

5 unchanged sentences

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

The existing $ 324,632 loan on the property was repaid, and $ 77,643 of net proceeds were generated at the Company’s 25 % ownership share, which were used to reduce the Company’s revolving loan facility.

As a result of this transaction, the Company recognized its share of gain on sale of assets of $ 8,118 .

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

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

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

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

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

On October 24, 2024, the Company acquired its joint venture partner's 40 % interest in the Pacific Premier Retail Trust portfolio ("PPR Portfolio"), which includes Los Cerritos Center, Washington Square and Lakewood Center, for a net purchase

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Investments in Unconsolidated Joint Ventures:

price of approximately $ 122,132 , which includes the assumption of the partner's share of property level indebtedness.

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

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

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

The 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 $ 140,479 ($ 71,644 at the Company's pro rata share) of the first mortgage.

On June 30, 2025, the Company sold its remaining 5 % effective interest in Paradise Valley Mall in Phoenix, Arizona for $ 5,532 .

The Company used the proceeds for general corporate purposes.

The Company recognized a loss of approximately $ 1,157 in connection with this transaction (See Note 6 – Property, net).

On July 30, 2025, the Company’s joint venture closed on the sale of Atlas Park for $ 72,000 .

Concurrent with the sale, the $ 65,000 loan ($ 32,500 at the Company’s share) owed by the joint venture was paid off in full.

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

The Company's share of the gain from this transaction was $ 11,953 .

Effective February 6, 2026, the $ 150,000 ($ 76,500 at the Company's pro rata share) loan on Twenty Ninth Street went into default.

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

THE MACERICH COMPANY

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_______________________________________________________________________________

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

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

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

(1) The Company amortizes the difference between the cost of its investments in unconsolidated joint ventures and the book value of the underlying equity and adjusts the basis adjustment for impairment and disposition transactions that may occur, into the Company's share of net loss.

The amortization of this difference was $ 20,235 , $ 343,722 and $( 14,316 ) for the years ended December 31, 2025, 2024 and 2023, respectively.

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Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

PPR Portfolio Other

Ventures Total

Year Ended December 31, 2025

Leasing revenue $ 606,746

Other 1,416 26,344 27,760

Total revenues 635,462

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Loss on sale or write down of assets, net ( 57,016 )

Net loss $ ( 669,164 ) $ ( 183,662 ) $ ( 852,826 )

Company's equity in net loss(1) $ ( 134,398 ) $ ( 62,954 ) $ ( 197,352 )

Other income, net(1) 49,663

Net income $ 41,220

Company's equity in net income(2) $ 35,946

PPR Portfolio(3) Other

Ventures Total

Year Ended December 31, 2024

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

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

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

Company's equity in net loss(2) $ ( 16,517 ) $ ( 140,420 ) $ ( 156,937 )

_______________________________________________________________________________

(1) This represents income received from legal claims settlements.

(2) These amounts include impairment losses at the Company's share of $ 879 , $ 179,960 and $ 152,360 for the years ended December 31, 2025, 2024 and 2023, respectively.

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

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

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The Company recorded other comprehensive income (loss) related to the marking-to-market of derivative instruments of $ 25 , $ 918 and $( 1,584 ) during the years ended December 31, 2025, 2024 and 2023, respectively.

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

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

Other comprehensive income (loss) is the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.

The following derivative was outstanding at December 31, 2025:

Property Designation Notional Amount Product SOFR/LIBOR Rate Maturity 2025 2024

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

The Macerich Partnership, L.P.

Non-Hedged $ ( 300,000 ) Sold Cap 4.00 % 12/9/2024 $ — $ ( 2,658 )

The above derivatives were valued with an aggregate fair value (Level 2 measurement) and were included in other assets (other accrued liabilities).

The fair value of the Company's interest rate derivatives were determined using discounted cash flow analysis on the expected cash flows of the derivatives.

This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

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

Crabtree Mall Non-Hedged $ 159,100 Cap 5.00 % 8/7/2027 $ 15 $ —

The above derivative was valued with an aggregate fair value (Level 2 measurement) and was included in deferred charges and other assets, net.

The fair value of the Company's interest rate derivatives was determined using discounted cash flow analysis on the expected cash flows of the derivative.

This analysis reflects the contractual terms of the derivative, including the period to maturity, and uses observable market-based inputs, including interest rate curves and implied volatilities.

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

Although the Company has determined that the majority of the inputs used to value its derivative falls within Level 2 of the fair value hierarchy, the credit valuation adjustments associated with its derivative utilize Level 3 inputs, such as estimates

THE MACERICH COMPANY

2 unchanged sentences

Derivative Instruments and Hedging Activities:

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

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

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

of current credit spreads, to evaluate the likelihood of default by the Company and its counterparties.

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

Property, net:

10 unchanged sentences

Depreciation expense for the years ended December 31, 2025, 2024 and 2023 was $ 293,258 , $ 269,020 and $ 265,140 , respectively.

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

The (loss) gain on sale or write down of assets, net for the years ended December 31, 2025, 2024 and 2023 consist of the following:

2025 2024 2023

4 unchanged sentences

_______________________________________________________________________________

(1) For the year ended December 31, 2025, includes gains related to the sale of Lakewood Center, Valley Mall, 1010-1016 Market Street parcels and a former department store parcel located in Petaluma, California offset in part by losses related to the sale of Wilton Mall and the Company's partnership's interest in Paradise Valley Mall (See Note 4—Investments in Unconsolidated Joint Ventures and Note 16—Dispositions).

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

2 unchanged sentences

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

(2) For the year ended December 31, 2025, includes impairment losses of $ 147,356 due to the reduction in the estimated holding periods of certain properties, including South Park Mall, Valley Mall and Santa Monica Place.

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

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

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

The impairment losses were

The impairment losses were due to the reduction

THE MACERICH COMPANY

2 unchanged sentences

Property, net:

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

of the estimated holding periods of the properties.

The remaining amounts for the years ended December 31, 2025, 2024 and 2023 mainly pertain to the write off of development costs.

6 unchanged sentences

2023 $ 63,200 $ — $ — $ 63,200

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

The fair value (Level 2 measurement) relating to a portion of the 2025 and 2024 impairments were based on sales contracts and are classified within Level 2 of the fair value hierarchy.

The fair value (Level 3 measurement) related to the 2025, 2024 and 2023 impairments were based upon an income approach, using an estimated terminal capitalization rate in the range of 7.3 % to 13.0 %, a discount rate in the range of 9.0 % and 14.5 % and market rents per square foot of $ 5 to $ 500 .

20 unchanged sentences

(Dollars in thousands, except per share amounts)

The following table summarizes the future rental payments to the Company:

The following table summarizes the future fixed rental payments to the Company:

2026 $ 602,125

4 unchanged sentences

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

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

The following table summarizes the lease costs for the years ended December 31, 2025, 2024 and 2023:

7 unchanged sentences

Year ending Operating

Leases Finance Leases

2026 $ 12,012

2026 11,640 344

2027 11,810 344

2028 8,600 344

2029 6,402 344

Thereafter 69,745

2 unchanged sentences

Total lease liabilities $ 66,979

The Company's weighted average remaining lease term of its operating and finance leases at December 31, 2024 was 24.3 years and 2.6 years, respectively.

The Company's weighted average incremental borrowing rate of its operating and finance leases at December 31, 2024 was 7.2 % and 2.8 %, respectively.

The Company's weighted average remaining lease term of its operating leases at December 31, 2025 was 24.2 years.

The Company's weighted average incremental borrowing rate of its operating leases at December 31, 2025 was 6.9 %.

THE MACERICH COMPANY

57 unchanged sentences

Arrowhead Towne Center(5) $ 352,776 $ 351,905 6.75 % $ 1,921 2028

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

Crabtree Mall(6) 155,793 — 6.74 % 833 2029

Danbury Fair Mall(7) 152,455 152,149 6.59 % 836 2034

Fashion District Philadelphia(8) — 70,820 — % — —

Fashion Outlets of Chicago 299,554 299,465 4.61 % 1,145 2031

6 unchanged sentences

Los Cerritos Center(11) 465,727 472,745 5.77 % 2,506 2027

Oaks, The(13) — 151,496 — % — —

Pacific View 69,691 70,560 5.45 % 399 2032

5 unchanged sentences

Vintage Faire Mall 212,728 219,959 3.55 % 1,256 2026

Washington Square(16) 338,396 — 5.63 % 1,580 2035

$ 5,068,946 $ 4,894,525

2 unchanged sentences

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

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

The debt discounts at December 31, 2025 and 2024 consist of the following:

Property Pledged as Collateral 2025 2024

3 unchanged sentences

South Plains — 6,130

$ 33,424 $ 75,926

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

10 unchanged sentences

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

(6) On August 7, 2025, the Company closed on an initial $ 159,100 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 $ 51,180 based on defined conditions for capital expenditures and leasing costs for a maximum total term loan of $ 210,280 .

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).

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

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

The interest rate remained unchanged at 5.90 %.

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

2 unchanged sentences

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

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

The interest rate was SOFR plus 3.60 %.

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

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

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

The interest rate remained unchanged at 5.90 %.

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

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

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

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

On August 18, 2025, the Company sold Lakewood Center and the buyer assumed the mortgage loan (See Note 16—Dispositions).

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

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

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

The Company repaid $ 5,000 of the outstanding loan balance at closing.

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

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

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

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

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

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

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

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

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

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

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

On March 18, 2025, a court appointed receiver assumed operational control and managerial responsibility for Santa Monica Place.

The Company anticipates the disposition of the asset, which is under the control of the receiver, will be executed through foreclosure, deed-in-lieu of foreclosure, or by some other means, and is expected to be completed in the near future.

Although the Company is no longer funding any cash shortfall, it will continue to record the operations of the property until the title for the Center is transferred and its obligation for the loan is discharged.

Once title to the property is transferred, the Company will remove the net assets and liabilities from the Company's consolidated balance sheets.

The loan is non-recourse to the Company.

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

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

Effective November 6, 2025, the loan was in default and accrued incremental default interest of 4 %.

On February 6, 2026, the Company extended the loan maturity on the $ 200,000 loan to November 6, 2029, at the existing rate of 4.22 %.

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

(16) On March 27, 2025, the Company closed a $ 340,000 , 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.

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

9 unchanged sentences

The future maturities of mortgage notes payable are as follows:

Year Ending December 31,

Year Ended December 31,

2026 $ 1,145,700

1 unchanged sentence

Thereafter 944,696

Debt premium, net ( 33,424 )

Deferred finance cost, net ( 20,274 )

3 unchanged sentences

Credit Facility:

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

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

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

Concurrently with the entry into the amended and restated credit agreement, the Company drew $ 152,000 of the amount available under the revolving loan facility and used the proceeds to repay in full amounts outstanding under its prior credit facility.

All obligations under the credit facility are guaranteed unconditionally by the Company and are secured in the form of mortgages on certain wholly-owned assets and pledges of equity interests held by certain of the Company’s subsidiaries.

The new credit facility bears interest, at the Operating Partnership’s option, at either the base rate (as defined in the credit agreement) or adjusted term SOFR (as defined in the credit agreement) plus, in both cases, an applicable margin.

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

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

All obligations under the revolving 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 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.

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

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

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

As of December 31, 2024, the Company's availability under the revolving loan facility for additional borrowings was $ 539,777 .

The estimated fair value (Level 2 measurement) of borrowings under the credit facility at December 31, 2024 was $ 110,963 for the revolving loan facility based on a present value model using a credit interest rate spread offered to the Company for comparable debt.

As of December 31, 2025 and 2024, the borrowing rate was SOFR plus a spread of 2.10 % and 2.35 %, respectively.

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

Unamortized deferred finance costs were $ 7,890 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, 2024, the revolving credit facility was $ 110,000 , less unamortized deferred finance costs of $ 11,677 , at a total interest rate of 7.59 %.

As of December 31, 2025, the Company's availability under the revolving credit facility for additional borrowings was $ 649,409 .

As of December 31, 2025 and 2024, the Company was in compliance with all applicable financial loan covenants.

Financing Arrangement:

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

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

THE MACERICH COMPANY

2 unchanged sentences

Financing Arrangement:

Freehold, the transaction did not qualify for sale treatment.

On September 30, 2009, the Company formed a joint venture whereby a third party acquired a 49.9 % interest in Chandler Fashion Center, a 1,412,000 square foot regional shopping center in Chandler, Arizona, and Freehold Raceway Mall, a 1,653,000 square foot regional shopping center in Freehold, New Jersey (collectively referred to herein as "Chandler Freehold").

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

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

9 unchanged sentences

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

2024 2023 2022

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

13 unchanged sentences

The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $ 0.01 per share, as reported on the New York Stock Exchange for the ten trading days ending on the respective balance sheet date.

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

Accordingly, as of December 31, 2025 and

THE MACERICH COMPANY

2 unchanged sentences

Noncontrolling Interests:

2024, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $ 216,826 and $ 218,988 , respectively.

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

6 unchanged sentences

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

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

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

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

1 unchanged sentence

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

During the year ended December 31, 2025, the Company issued 3,059,861 shares of common stock under the 2024 ATM Program for aggregate gross proceeds of $ 55,192 and net proceeds of $ 53,891 after commissions and other transaction costs.

As of December 31, 2025, $ 374,102 remained available to be sold under the 2024 ATM Program.

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

The Company has no obligation to sell the remaining shares available for sale under the 2024 ATM Program.

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

10 unchanged sentences

Acquisitions:

Sears Deptford Mall and Vintage Faire Mall:

On August 2, 2022, the Company acquired the remaining 50 % ownership interest in two former Sears parcels (Deptford Mall and Vintage Faire Mall) in the MS Portfolio LLC joint venture that it did not previously own for a total purchase price of $ 24,544 .

Effective as of August 2, 2022, the Company now owns and has consolidated its 100 % interest in these two former Sears parcels in its consolidated financial statements.

The following is a summary of the allocation of the fair value of the former Sears parcels at Deptford Mall and Vintage Faire Mall upon their consolidation on August 2, 2022:

Building and improvements 32,934

Deferred charges 8,075

Other assets (above-market leases) 2,664

Other accrued liabilities (below-market lease) ( 2,541 )

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

MS Portfolio LLC:

16 unchanged sentences

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

Arrowhead Towne Center:

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

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

THE MACERICH COMPANY

2 unchanged sentences

Acquisitions:

Arrowhead Towne Center:

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

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

47 unchanged sentences

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

On March 27, 2025, the Company closed a $ 340,000 , 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 (See Note 10 – Mortgage Notes Payable).

The Company used a portion of the net proceeds from this refinancing to repay the remaining first mortgage on Flatiron Crossing, which was $ 71,644 at the Company’s share (See Note 4 – Investments in Unconsolidated Joint Ventures), and to repay the balance outstanding on the Company’s credit facility of $ 110,000 .

Crabtree Mall:

On June 23, 2025, the Company acquired Crabtree Mall, a regional retail center totaling approximately 1.3 million square feet in Raleigh, North Carolina, for a total purchase price of $ 290,000 , excluding transaction costs and credits received at closing.

The acquisition was initially funded with cash on hand and $ 100,000 of borrowings on the Company's credit facility.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Acquisitions:

The following is a summary of the allocation of the fair value of Crabtree Mall, exclusive of closing costs and credits received:

Property $ 252,011

Deferred charges 38,446

Other assets 8,666

Total assets acquired 299,123

Other accrued liabilities 9,123

Total liabilities assumed 9,123

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

The following is a reconciliation of the allocation of the fair value of acquired net assets to total cash paid:

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

Credits received at closing ( 24,612 )

Closing and other transaction costs 1,538

Total cash paid $ 266,926

Dispositions:

7 unchanged sentences

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

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Dispositions:

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

4 unchanged sentences

The Company used the net proceeds to pay down debt.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Dispositions:

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

2 unchanged sentences

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

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

On March 27, 2025, the Company sold Wilton Mall, a 740,000 square foot regional retail center in Saratoga Springs, New York, for $ 24,800 , which resulted in a loss on sale or write down of assets of $ 2,932 .

The Company used the net proceeds to pay down debt.

On April 16, 2025, the Company sold a parcel at SanTan Adjacent in Gilbert, Arizona for $ 3,000 , which resulted in a loss on sale or write down of assets of $ 247 .

On April 28, 2025, the Company sold various parcels at SanTan Adjacent in Gilbert, Arizona for $ 24,500 , which resulted in a gain on sale of assets of $ 108 .

The Company used the 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 $ 10,500 , which resulted in a loss on sale or write down of assets of $ 4,267 .

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 $ 6,200 , which resulted in a loss on sale or write down of assets of $ 643 .

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 $ 2,625 , which resulted in a gain on sale of assets of $ 1,953 .

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 $ 10,750 , which resulted in a gain on sale of assets of $ 2,378 .

The Company used the net proceeds for general corporate purposes.

On August 18, 2025, the Company sold Lakewood Center in Lakewood, California for $ 332,115 , including the assumption by the buyer of the $ 317,115 loan on the property, which resulted in a gain on sale of assets of $ 21,099 .

The Company used its share of the net proceeds of $ 4,933 for general corporate purposes.

On August 20, 2025, the Company sold Valley Mall in Harrisonburg, Virginia for $ 22,100 , which resulted in a gain on sale of assets of $ 319 .

The Company used the net proceeds for general corporate purposes.

This asset was unencumbered.

On November 17, 2025, the Company sold an outparcel at Los Cerritos Mall in Los Cerritos, California for $ 5,000 , which resulted in a loss on sale of assets of $ 181 .

The Company used the net proceeds to pay down a portion of the debt at the property of $ 4,508 .

On December 10, 2025, the Company sold an outparcel at Washington Square in Portland, Oregon for $ 5,375 , which resulted in a gain on sale of assets of $ 2,595 ;

and on December 19, 2025, the Company sold the retail strip center at Washington Square for $ 25,750 , which resulted in a loss on sale of assets of $ 2,718 .

The Company used the net proceeds of $ 29,708 from these two transactions for general corporate purposes.

For the years ended December 31, 2025, 2024 and 2023, the Company sold various land parcels in separate transactions, resulting in gains on sale of land of $ 6,545 , $ 1,185 and $ 5,592 , respectively.

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

3 unchanged sentences

The Company has entered into a number of construction agreements related to its redevelopment and development activities.

Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the relevant agreement.

Obligations under these agreements are contingent upon the completion of the services within the guidelines specified

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Commitments and Contingencies:

in the relevant agreement.

At December 31, 2025, the Company had $ 84,239 in outstanding obligations, which it believes will be settled in the next twelve months.

9 unchanged sentences

Due from affiliates includes $ 2,449 and $ 1,840 of unreimbursed costs and fees from unconsolidated joint ventures under management agreements at December 31, 2025 and 2024, respectively.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

12 unchanged sentences

The following table summarizes the activity of non-vested stock units during the years ended December 31, 2025, 2024 and 2023:

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

2025 2024 2023

15 unchanged sentences

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

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

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

grant using a Monte Carlo Simulation model.

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

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

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The expected growth rate of the stock prices over the "derived service period" is determined with consideration of the risk free rate as of the grant date.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Share and Unit-based Plans:

The Company has granted the following LTI units during the years ended December 31, 2025, 2024 and 2023:

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

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

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

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

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

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

2/21/2025 193,776 Service-based 20.88 12/31/2027

2/21/2025 504,780 Performance-based 34.81 12/31/2027

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

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

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

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

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Income Taxes:

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

The income tax provision of the TRSs for the year ended December 31, 2025 is as follows (ASU 2023-09 Presentation):

Current tax benefit

US state and local —

Total current tax benefit $ —

Deferred tax benefit

US state and local 324

Total deferred tax benefit $ 2,193

Total income tax benefit

US state and local 324

Total income tax benefit $ 2,193

_______________________________________________________________________________

(1) The Company did not make any income tax payments during 2025.

(2) The Company has no foreign income tax benefit or expense.

The income tax provision of the TRSs for the years ended December 31, 2024 and 2023 are as follows (pre-ASU 2023-09 presentation):

Deferred 1,300 494

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

The income tax provision of the TRSs for the years ended December 31, 2024, 2023 and 2022 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows:

Income tax benefit $ 1,300 $ 494

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Income Taxes:

The effective income tax rate of the TRSs for the year ended December 31, 2025 is reconciled to the amount by applying the Federal Corporate tax rate as follows (ASU 2023-09 presentation):

Amount Percent

federal statutory income tax benefit $ 2,828 21.0 %

State and local taxes, net of federal benefit(1) 324 2.4 %

Nondeductible expenses(2):

Executive compensation:

LTI Units ( 792 ) ( 5.9 ) %

Restricted stock units 208 1.5 %

Meals ( 161 ) ( 1.2 ) %

Life insurance ( 223 ) ( 1.7 ) %

Other nontaxable or nondeductible items 9 0.1 %

Income tax benefit $ 2,193 16.2 %

_______________________________________________________________________________

(1) The state and local income tax effect is primarily attributable to California, New York State and New York City, and Virginia

(2) The significant items within nontaxable or nondeductible items relate primarily to executive compensation limitations (LTI Units), equity compensation permanent differences, and nondeductible meals and life insurance.

The income tax provision of the TRSs for the years ended December 31, 2024 and 2023 are reconciled to the amount computed by applying the Federal Corporate tax rate as follows (pre-ASU 2023-09 presentation):

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

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Other ( 1,044 ) ( 1,337 )

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

Income tax benefit $ 1,300 $ 494

The tax effects of temporary differences and carryforwards of the TRSs included in the net deferred tax assets at December 31, 2025 and 2024 are summarized as follows:

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Pursuant to the Tax Cuts and Jobs Act of 2017, NOLs generated in 2018 and subsequent tax years are carried forward indefinitely.

The Coronavirus Aid, Relief and Economic Security Act removed the 80% of taxable income limitation, imposed by the Tax Cuts and Jobs Act, for NOLs generated in 2018, 2019 and 2020.

For the years ended December 31, 2025, 2024 and 2023 there were no unrecognized tax benefits.

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Income Taxes:

The Company is required to establish a valuation allowance for any portion of the deferred tax asset that the Company concludes is more likely than not to be unrealizable.

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The tax years 2022 through 2024 remain open to examination by the taxing jurisdictions to which the Company is subject.

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

THE MACERICH COMPANY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

(Dollars in thousands, except per share amounts)

Segment Reporting:

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

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

The Company's chief operating decision maker ("CODM") is the chief executive officer, who reviews financial information presented on a consolidated basis.

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

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Subsequent Events:

On January 15, 2026, the Company sold an additional outparcel at Washington Square in Portland, Oregon for $ 13,000 and used the net proceeds of approximately $ 12,409 for general corporate purposes.

On February 12, 2026, the Company announced a dividend/distribution of $ 0.17 per share for common stockholders and OP Unit holders of record on March 16, 2026.

All dividends/distributions will be paid 100% in cash on March 30, 2026.

On February 6, 2026, the Company extended the loan maturity on the $ 200,000 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 $ 76,500 loan (at the Company’s pro rata share) at Twenty Ninth Street went into default.

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

THE MACERICH COMPANY

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Arrowhead Towne Center $ 57,388 $ 310,026 $ — $ 6,326 $ 57,388 $ 315,931 $ 410 $ 11 $ 373,740 $ 15,019 $ 358,721

Crabtree Mall 55,784 196,227 — 7,248 55,784 200,237 58 3,180 259,259 5,774 253,485

Danbury Fair Mall 130,367 316,951 — 134,015 142,751 427,169 11,241 172 581,333 229,712 351,621

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La Cumbre Plaza 18,122 21,492 — ( 28,633 ) 5,583 5,373 25 — 10,981 139 10,842

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

Los Cerritos Center 141,737 415,727 — 7,772 137,101 407,276 132 20,727 565,236 13,509 551,727

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Santa Monica Place 26,400 105,600 — 71,584 30,673 156,937 559 15,415 203,584 3,375 200,209

SanTan Adjacent Land 29,414 — — 9,883 26,902 3,442 — 8,953 39,297 71 39,226

SanTan Village Regional Center 7,827 — — 236,006 5,921 233,136 3,208 1,568 243,833 142,851 100,982

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

South Plains Mall 13,274 89,410 — 3,786 10,414 69,392 116 26,548 106,470 4,167 102,303

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— 2,534 — 2,222 — — 4,756 — 4,756 317 4,439

Valley Mall 16,045 26,098 — 13,902 13,805 41,761 479 — 56,045 21,684 34,361

Valley River Center 24,854 147,715 — 39,572 24,854 184,471 1,882 934 212,141 104,302 107,839

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Vintage Faire Mall 14,902 60,532 — 68,712 17,647 123,960 1,708 831 144,146 93,719 50,427

Washington Square 80,847 470,233 — 9,011 80,848 477,911 195 1,137 560,091 15,674 544,417

Other freestanding stores 47,083 111,936 — 15,884 20,430 98,932 922 54,619 174,903 16,234 158,669

THE MACERICH COMPANY

12 unchanged sentences

Depreciation Total Cost

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

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

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

Other land and development properties 37,850 — — ( 29,377 ) — 6,973 — 1,500 8,473 2,673 5,800

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

# Employment Agreement Renewal between the Company and Thomas E.

O’Hern, effective June 8, 2021 (incorporated by reference as an exhibit to the Company’s Current Report on Form 8-K, event date June 11, 2021).

2005 Amended and Restated Agreement of Limited Partnership of MACWH, LP dated as of April 25, 2005 (incorporated by reference as an exhibit to the Company's Current Report on Form 8-K, event date April 25, 2005).

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Exhibit Number Description

# Letter Agreement between the Company and Edward C.

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

# Employment Agreement between the Company and Daniel E.

Swanstrom II, effective as of October 31, 2024.

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

Swanstrom II, effective as of October 31, 2024 (incorporated by reference as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2024).

The Macerich Company Insider Trading Policy

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Jackson Hsieh (Principal Executive Officer)

BRANDT Director

February 28, 2025

/s/ STEVEN R.

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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 9A. Controls and Procedures