MACERICH CO

Previous wording

Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or the industry to differ materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. Such factors include, among others, general industry, as well as global, national, regional and local economic and business conditions, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments; elevated interest rates and inflation and its impact on the financial condition and results of operations of the Company, including as a result of any defaults on mortgage loans, and its tenants, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment (including rising inflation, supply chain disruptions and construction delays), acquisitions and dispositions; adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and the financial condition and results of operations of the Company and its tenants; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors. You are urged to carefully review the disclosures we make concerning these risks and other factors that may affect our business and operating results, including those made in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2023, as well as our other reports filed with the Securities and Exchange Commission (the "SEC"), which disclosures are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.

Current wording

Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or the industry to differ materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. Such factors include, among others, general industry, as well as global, national, regional and local economic and business conditions, including the impact of tariffs and elevated interest rates and inflation, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments; elevated interest rates and its impact on the financial condition and results of operations of the Company, including as a result of any increased borrowing costs on the Company's outstanding floating-rate debt and defaults on mortgage loans, and its tenants, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment (including elevated inflation, supply chain disruptions and construction delays), acquisitions and dispositions; adverse impacts from any pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and the financial condition and results of operations of the Company and its tenants; the liquidity of real estate investments, governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors. You are urged to carefully review the disclosures we make concerning these risks and other factors that may affect our business and operating results, including those made in "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, as well as our other reports filed with the Securities and Exchange Commission (the "SEC"), which disclosures are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this document. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.

Previous wording

The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P. (the "Operating Partnership"). As of September 30, 2024, the Operating Partnership owned or had an ownership interest in 41 regional retail centers (including office, hotel and residential space adjacent to these shopping centers), three community/power shopping centers and one redevelopment property. These 45 regional retail centers, community/power shopping centers and one redevelopment property consist of approximately 45 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

Current wording

The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P. (the "Operating Partnership"). As of March 31, 2025, the Operating Partnership owned or had an ownership interest in 39 regional retail centers (including office, hotel and residential space adjacent to these shopping centers), two community/power shopping centers and one redevelopment property. These 42 regional retail centers, community/power shopping centers and one redevelopment property consist of approximately 42 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"), unless the context otherwise requires. The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's seven management companies (collectively referred to herein as the "Management Companies"). The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Management Companies.

Previous wording

The following discussion is based primarily on the consolidated financial statements of the Company for the three and nine months ended September 30, 2024 and 2023. It compares the results of operations for the three months ended September 30, 2024 to the results of operations for the three months ended September 30, 2023. It also compares the results of operations and cash flows for the nine months ended September 30, 2024 to the results of operations and cash flows for the nine months ended September 30, 2023.

Current wording

The following discussion is based primarily on the consolidated financial statements of the Company for the three months ended March 31, 2025 and 2024. It compares the results of operations for the three months ended March 31, 2025 to the results of operations for the three months ended March 31, 2024. It also compares the results of operations and cash flows for the three months ended March 31, 2025 to the results of operations and cash flows for the three months ended March 31, 2024.

Previous wording

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 $122.0 million, which includes the assumption of the partner's share of property level indebtedness. The Company now owns and will consolidate its 100% interests in these properties in its consolidated financial statements.

Current wording

On October 24, 2024, the Company acquired its joint venture partner's 40% interest in the Pacific Premier Retail Trust portfolio, which included Los Cerritos Center, Washington Square and Lakewood Center, for a net purchase price of approximately $122.1 million, which included the assumption of the partner's share of property level indebtedness. The Company now owns and has consolidated its 100% interests in these properties in its consolidated financial statements (See Note 15—Acquisitions in the Notes to the Consolidated Financial Statements).

Previous wording

On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in Harlingen, Texas for $7.1 million. The Company used the net proceeds to pay down debt. The Company recognized a gain on sale of assets of $0.8 million (See "Liquidity and Capital Resources" and Note 16—Dispositions in the Notes to the Consolidated Financial Statements).

Current wording

On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in Harlingen, Texas for $7.1 million. The Company used the net proceeds to pay down debt. The Company recognized a gain on sale of assets of $0.8 million (See Note 16—Dispositions in the Notes to the Consolidated Financial Statements).

Previous wording

For the twelve months ended December 31, 2023, 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 $10.8 million. The Company used its share of the proceeds from these sales of $16.4 million to pay down debt and for other general corporate purposes.

Current wording

For the twelve months ended December 31, 2024, 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 $2.8 million. 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.

Previous wording

For the three and nine months ended September 30, 2024, 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 $0.3 million and $1.6 million, respectively. The Company’s proceeds from these sales in the three and nine months ended September 30, 2024 were $0.9 million and $3.4 million, respectively. The Company used its share of the proceeds from these sales to pay down debt and for other general corporate purposes.

Current wording

For the three months ended March 31, 2025, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company’s share of the gains on sale of land of $0.7 million. The Company used its share of the proceeds from these sales of $8.3 million to pay down debt and for other general corporate purposes.

Previous wording

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.

Current wording

On April 9, 2024, the Company defaulted on the $300.0 million loan on Santa Monica Place. The Company has completed transition of the property to a receiver but is still the owner of record.

Previous wording

On May 24, 2024, the Company closed a two-year extension of the $149.9 million loan on The Oaks, which now matures on June 5, 2026. The interest rate during the first year of the extended term will be 7.5% and will increase to 8.5% during the second year of the extended term.

Current wording

On May 24, 2024, the Company closed a two-year extension of the $149.9 million loan on The Oaks, which was scheduled to mature on June 5, 2026. The interest rate during the first year of the extended term was 7.5% and would have increased to 8.5% during the second year of the extended term. On December 10, 2024, the Company repaid in full the $147.8 million loan with the net proceeds from the sale of the property (See "Dispositions").

Previous wording

The Company’s joint venture in Scottsdale Fashion Square, a 2,117,000 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

Current wording

The Company’s joint venture in Scottsdale Fashion Square, a 1,875,000 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 $30.4 million of the total $60.8 million incurred by the joint venture as of March 31, 2025. The opening will be in phases which began in 2024, with anticipated completion in 2025.

Previous wording

The Company is redeveloping the northeast quadrant of Green Acres Mall, a 2,062,000 square foot regional retail center in Valley Stream, New York. The project will include new exterior shops and facade totaling approximately 385,000 square feet of leasing, including new grocery use, redevelopment of a vacant anchor building and demolition of another vacant anchor building. The total cost of the project is estimated to be between $120.0 million and $140.0 million. The Company has incurred approximately $17.1 million as of September 30, 2024. The anticipated opening is in 2026.

Current wording

The Company is redeveloping the northeast quadrant of Green Acres Mall, a 2,064,000 square foot regional retail center in Valley Stream, New York. The project will include new exterior shops and facade totaling approximately 375,000 square feet of leasing, including new grocery use, redevelopment of a vacant anchor building and demolition of another vacant anchor building. The total cost of the project is estimated to be between $130.0 million and $150.0 million. The Company has incurred approximately $22.7 million as of March 31, 2025. The anticipated opening is in 2026 for the majority of the tenants, with one anchor tenant expected to open in 2027.

Previous wording

The Company’s joint venture in FlatIron Crossing, a 1,391,000 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% 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 $7.8 million of the total $15.3 million incurred by the joint venture as of September 30, 2024. The anticipated opening is in 2027.

Current wording

The Company’s joint venture in FlatIron Crossing, a 1,397,000 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 $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 $11.7 million of the total $23.0 million incurred by the joint venture as of March 31, 2025. The anticipated opening will be in phases beginning in 2027.

Previous wording

The Company declared a cash dividend of $0.17 per share of its common stock for each quarter of 2023 and the first three quarters of 2024. On October 31, 2024, the Company announced a fourth quarter cash dividend of $0.17 per share of its common stock, which will be paid on December 2, 2024 to stockholders of record on November 12, 2024. The dividend amount will be reviewed by the Board on a quarterly basis.

Current wording

The Company declared a cash dividend of $0.17 per share of its common stock for each quarter of 2024. On February 14, 2025, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which was paid on March 18, 2025 to stockholders of record on March 4, 2025. On April 28, 2025, the Company announced a second quarter cash dividend of $0.17 per share of its common stock, which will be paid on June 17, 2025 to stockholders of record on June 3, 2025. The dividend amount will be reviewed by the Board on a quarterly basis.

Previous wording

In connection with the commencement of an “at the market” offering program on March 26, 2021, which is referred to as the “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 million. The ATM Program was fully utilized as of September 30, 2024 and is no longer active.

Current wording

In connection with the commencement of an “at the market” offering program on March 26, 2021, which is referred to as the “2021 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million. During the twelve months ended December 31, 2024, the Company sold 9.4 million shares of common stock for approximately $148.6 million of net proceeds through the 2021 ATM Program at a weighted average share price of $15.81. The 2021 ATM Program was fully utilized as of September 30, 2024 and is no longer active.

Previous wording

Most of the leases at the Centers have rent adjustments periodically throughout the lease term. These rent increases are either in fixed increments or based on using an annual multiple of increases in the Consumer Price Index. In addition, the routine expiration of leases for spaces 10,000 square feet and under each year enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. The Company has generally entered into leases that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses actually incurred at any Center, which places the burden of cost control on the Company. Additionally, most leases require the tenants to pay their pro rata share of property taxes and utilities. Inflation has had a negative impact on the Company's costs in 2024.

Current wording

Most of the leases at the Centers have rent adjustments periodically throughout the lease term. These rent increases are either in fixed increments or based on using an annual multiple of increases in the Consumer Price Index. In addition, the routine expiration of leases for spaces 10,000 square feet and under each year enables the Company to replace existing leases with new leases at higher base rents if the rents of the existing leases are below the then existing market rate. The Company has generally entered into leases that require tenants to pay a stated amount for operating expenses, generally excluding property taxes, regardless of the expenses actually incurred at any Center, which places the burden of cost control on the Company. Additionally, most leases require the tenants to pay their pro rata share of property taxes and utilities. Inflation is expected to have a negative impact on the Company's costs in 2025.

Previous wording

The preparation of financial statements in conformity with generally accepted accounting principles ("GAAP") in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Current wording

The preparation of financial statements prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Previous wording

Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company’s properties described in Management’s Overview and Summary above, including the Redevelopment Properties, the JV Transition Centers and the Disposition Properties (as defined below).

Current wording

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

Previous wording

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”). 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.

Current wording

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”). 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 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.

Previous wording

For the comparison of the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2023, the JV Transition Centers are Arrowhead Towne Center, Chandler Fashion Center, 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). The Disposition Properties are The Marketplace at Flagstaff, Superstition Springs Power Center, Towne Mall and a former department store parcel at Valle Vista Mall (See "Dispositions" in Management’s Overview and Summary). For the comparison of the three and nine months ended September 30, 2024 to the three and nine months ended September 30, 2023, the Redevelopment Properties are Green Acres Mall and Fashion District Philadelphia.

Current wording

For the comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024, the JV Transition Centers are Arrowhead Towne Center, Chandler Fashion Center, Lakewood Center, Los Cerritos Center, Washington Square and South Plains Mall (See “Acquisitions” in Management’s Overview and Summary). The Disposition Properties are The Oaks, Southridge Mall, Wilton Mall and a former department store parcel at Valle Vista Mall (See "Dispositions" in Management’s Overview and Summary). For the comparison of the three months ended March 31, 2025 to the three months ended March 31, 2024, there are no Redevelopment Properties.

Previous wording

During the trailing twelve months ended September 30, 2024, comparable tenant sales for spaces less than 10,000 square feet across the portfolio decreased by 1.0% relative to the third quarter of 2023. The leased occupancy rate of 93.7% at September 30, 2024 represented a 0.3% increase from 93.4% at September 30, 2023 and a 0.4% sequential increase compared to the 93.3% occupancy rate at June 30, 2024. Releasing spreads increased as the Company executed leases at an average rent of $66.98 for new and renewal leases executed compared to $59.86 on leases expiring, resulting in a releasing spread increase of $7.13 per square foot, or 11.9%, for the trailing twelve months ended September 30, 2024. This was the Company’s twelfth consecutive quarter of positive base rent leasing spreads.

Current wording

During the trailing twelve months ended March 31, 2025, comparable tenant sales for spaces less than 10,000 square feet across the portfolio decreased by 1.5% relative to the first quarter of 2024. The leased occupancy rate of 92.6% at March 31, 2025 represented a 0.8% decrease from 93.4% at March 31, 2024 and a 1.5% sequential decrease compared to the 94.1% occupancy rate at December 31, 2024. Releasing spreads increased as the Company executed leases at an average rent of $69.99 for new and renewal leases executed compared to $63.13 on leases expiring, resulting in a releasing spread increase of $6.86 per square foot, or 10.9%, for the trailing twelve months ended March 31, 2025. This was the Company’s fourteenth consecutive quarter of positive base rent leasing spreads.

Previous wording

The Company continues to renew or replace leases that are scheduled to expire in 2024, however, due to a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring in 2024 or beyond. As of September 30, 2024, the Company has executed renewal leases or commitments on 84% of its square footage expiring in 2024, which leases are expected to commence throughout 2024 and another 13% of such expiring space is in the letter of intent stage. Excluding those leases, the remaining leases expiring in 2024, which represent approximately 96,000 square feet of the Centers, are in the prospecting stage.

Current wording

As of March 31, 2025, the Company has executed renewal leases or commitments on 69% of its square footage expiring in 2025, which leases are expected to commence throughout 2025 and 2026 and another 24% of such expiring space is in the letter of intent stage. Excluding those leases, the remaining leases expiring in 2025, which represent approximately 184,000 square feet of the Centers, are in the prospecting stage.

Previous wording

The Company has entered into 225 leases for new stores totaling approximately 1.6 million square feet that have opened or are planned for opening in 2024, and another 79 leases for new stores totaling approximately 1.2 million square feet opening throughout 2025 and 2026. In total, through 2027, new store leases are expected to produce incremental rent of approximately $79.8 million (at the Company’s pro rata share) in excess of the rent generated from prior uses in the same spaces. While there may be additional new space openings in 2024, any such leases are not yet executed.

Current wording

The Company has entered into 130 leases for new stores totaling approximately 814,000 square feet that have opened or are planned for opening in 2025, and another 27 leases for new stores totaling approximately 486,000 square feet opening after 2025. In total, through 2028, new store leases are expected to produce total gross revenue of approximately $79.5 million (at the

Previous wording

During the quarter ended September 30, 2024, the Company signed 70 new leases and 150 renewal leases comprising approximately 831,000 square feet of GLA. The average tenant allowance was $24.31 per square foot.

Current wording

During the quarter ended March 31, 2025, the Company signed 87 new leases and 233 renewal leases comprising approximately 2.6 million square feet of GLA. The average tenant allowance was $14.56 per square foot.

Previous wording

The Path Forward Plan is a multi-pronged strategy to improve the Company's balance sheet, while also making inward-facing enhancements to both bolster company culture and improve key business processes to gain operating efficiencies. Essential goals of the Path Forward Plan include:

Current wording

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

Previous wording

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 are indeterminable at this time. 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.

Current wording

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. 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.

Previous wording

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 the first three quarters of 2024, operating results in 2024 have been and are expected to continue to be negatively impacted by certain external factors, including any increase in inflation and elevated interest rates, as well as the impact from the recent bankruptcy of Express and any future tenant bankruptcies.

Current wording

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 some of the key performance indicators at the Centers continued to improve during 2024 and the first quarter of 2025, including a strong start to 2025 leasing volume and leasing spreads, operating results in 2025 have been 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 2024 bankruptcy of Express and any future tenant bankruptcies.

Previous wording

Traffic levels at the Company’s Centers for the first three quarters of 2024 increased by 1.6% from 2023 levels for the same time period. Portfolio tenant sales per square foot from spaces less than 10,000 square feet for the trailing twelve months ended September 30, 2024 were $834 compared to $836 for the year ended December 31, 2023. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the quarter ended September 30, 2024 decreased by 1.8% compared to the same period in 2023.

Current wording

Traffic levels at the Company’s Centers for the first quarter of 2025 increased by 1.8% from 2024 levels for the same time period. Portfolio tenant sales per square foot from spaces less than 10,000 square feet for the trailing twelve months ended March 31, 2025 were $837 compared to $837 for the year ended December 31, 2024. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the quarter ended March 31, 2025 decreased by 1.5% compared to the same period in 2024.

Previous wording

During 2023, the Company signed 839 new and renewal leases for approximately 4.2 million square feet, compared to 963 leases and 3.8 million square feet signed during 2022. This leasing volume represented a 13% decrease in the number of leases and a 12% increase in the amount of square footage leased compared to the same period in 2022 on a comparable basis, and was the highest volume leasing year in the Company’s history. During the third quarter of 2024, the Company signed 220 leases for approximately 831,000 square feet, compared to 194 leases and 719,000 square feet leased during the third quarter of 2023, representing a 15.5% increase in the amount of square footage leased and a 13.4% increase in the number of leases signed on a comparable center basis.

Current wording

During the first quarter of 2025, the Company signed 320 leases for approximately 2.6 million square feet, compared to 211 leases and 1.0 million square feet leased during the first quarter of 2024, representing a 156% increase in the amount of square footage leased and a 52% increase in the number of leases signed on a comparable center basis.

Previous wording

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 quarter ended September 30, 2024, the Company signed leases for new stores with new-to-Macerich portfolio uses for 71,000 square feet, with another 273,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Quarterly Report on Form 10-Q. During the year ended December 31, 2023, the Company signed leases for new stores with new-to-Macerich portfolio uses totaling over 600,000 square feet.

Current wording

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 quarter ended March 31, 2025, the Company signed leases for new stores with new-to-Macerich portfolio uses for 104,000 square feet, with another 255,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Quarterly Report on Form 10-Q.

Previous wording

As of September 30, 2024, the leased occupancy rate was 93.7%, a 0.3% increase compared to the leased occupancy rate at September 30, 2023 of 93.4% and a 0.4% sequential increase compared to the 93.3% occupancy rate at June 30, 2024.

Current wording

As of March 31, 2025, the leased occupancy rate was 92.6%, a 0.8% decrease compared to the leased occupancy rate at March 31, 2024 of 93.4% and a 1.5% sequential decrease compared to the 94.1% occupancy rate at December 31, 2024. The decrease was driven primarily by temporary and holiday specialty tenants.

Previous wording

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

Current wording

Many of the Company’s leases contain co-tenancy clauses. Certain Anchor or small tenant closures have become permanent, 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.

Previous wording

The pace of bankruptcy filings involving the Company’s tenants decreased substantially in 2023 and in 2022 compared to 2021. For the year ended December 31, 2023, there were ten bankruptcy filings involving the Company’s tenants totaling fifteen leases and representing approximately 111,000 square feet of leased space and $3.6 million of annual leasing revenue at the Company’s share. Year-to-date in 2024, there have been nine bankruptcy filings involving the Company’s tenants, including the bankruptcy of Express announced on April 22, 2024, totaling 45 leases and representing approximately 312,000 square feet of leased space and $18.4 million of annual leasing revenue at the Company’s share.

Current wording

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, 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. Year-to-date 2025, there was one bankruptcy filing involving the Company’s tenant, Forever 21, totaling 20 leases and representing approximately 734,000 square feet of leased space and approximately $5.2 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 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.

Previous wording

During 2024, the Company expects to generate positive cash flow from operations after recurring operating capital expenditures, leasing capital expenditures and payment of dividends. This assumption does not include any potential capital generated from dispositions, refinancings or issuances of common stock. To the extent available, this expected surplus will be used to fund the Company’s development and redevelopment pipeline and de-lever the Company’s balance sheet.

Current wording

During 2025, the Company expects to generate positive cash flow after recurring operating capital expenditures, leasing capital expenditures and payment of dividends. This assumption does not include any potential capital generated from dispositions, refinancings or issuances of common stock. To the extent available, any excess cash flow may be used to fund the Company’s development and redevelopment pipeline and/or de-lever the Company’s balance sheet.

Previous wording

The Company continues to actively address its near-term, non-recourse loan maturities, with eight completed transactions year-to-date in 2024 totaling approximately $1.3 billion, or approximately $1.1 billion at the Company’s pro rata share. For additional information on the Company’s financing transactions in the year ended 2023 through the date of this Quarterly Report on Form 10-Q, see “Financing Activities” in Management’s Overview and Summary.

Current wording

The Company continues to actively address its near-term, non-recourse loan maturities, with nine completed transactions from the beginning of 2024 through the first quarter of 2025, totaling approximately $1.8 billion, or approximately $1.6 billion at the Company’s pro rata share. For additional information on the Company’s financing transactions in the year ended 2024 through the date of this Quarterly Report on Form 10-Q, see “Financing Activities” in Management’s Overview and Summary.

Previous wording

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.

Current wording

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.

Previous wording

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. 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. In certain cases, the Company has limited, and may continue to limit, its exposure to interest rate fluctuations related to a portion of its floating-rate debt by using interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow the Company to replace floating-rate debt with fixed-rate debt in order to achieve its desired ratio of floating-rate to fixed-rate debt. However, any interest rate cap or swap agreements that the Company enters into may not be effective in reducing its exposure to interest rate changes.

Current wording

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. In certain cases, the Company has limited, and may continue to limit, its exposure to interest rate fluctuations related to a portion of its floating-rate debt by using interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow the Company to replace floating-rate debt with fixed-rate debt in order to achieve its desired ratio of floating-rate to fixed-rate debt. However, any interest rate cap or swap agreements that the Company enters into may not be effective in reducing its exposure to interest rate changes.

Previous wording

Leasing revenue increased by $4.1 million, or 0.7%, from 2023 to 2024. The increase in leasing revenue is attributed to an increase of $16.3 million from the JV Transition Centers offset in part by decreases of $3.3 million from the Same Centers, $4.4 million from the Disposition Properties and $4.5 million from the Redevelopment Properties. 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 $2.1 million in 2023 to $3.2 million in 2024. Straight-line rents increased from $(3.2) million in 2023 to $(2.6) million in 2024. Lease termination income decreased from $1.8 million in 2023 to $1.4 million in 2024. Percentage rent decreased from $18.2 million in 2023 to $11.7 million in 2024. (Provisions for) recovery of bad debts increased from $1.9 million in 2023 to $(4.6) million in 2024.

Current wording

Leasing revenue increased by $44.0 million, or 23.0%, from 2024 to 2025. The increase in leasing revenue is attributed to an increase of $47.1 million from the JV Transition Centers and $6.7 million from the Same Centers offset in part by decreases of $8.6 million from the Disposition Properties and $1.2 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 $0.1 million in 2024 to $1.0 million in 2025. Straight-line rents increased from $(3.2) million in 2024 to $(0.3) million in 2025. Lease termination income increased from $1.1 million in 2024 to $4.9 million in 2025. Percentage rent increased from $2.6 million in 2024 to $4.3 million in 2025. Provisions for bad debts decreased from $2.9 million in 2024 to $1.6 million in 2025.

Previous wording

Shopping center and operating expenses increased $3.0 million, or 1.4%, from 2023 to 2024. The increase in shopping center and operating expenses is attributed to an increase of $4.8 million from the Same Centers, which is primarily due to increased insurance, utilities and snow removal costs, and $2.4 million from the JV Transition Centers offset in part by decreases of $2.2 million from the Redevelopment Properties and $3.3 million from the Disposition Properties. Additionally, $1.3 million of the increase is attributable to Santa Monica Place.

Current wording

Shopping center and operating expenses increased $11.0 million, or 14.8%, from 2024 to 2025. The increase in shopping center and operating expenses is attributed to an increase of $3.8 million from the Same Centers, which is primarily due to increased property taxes, maintenance and utilities costs, and $10.2 million from the JV Transition Centers offset in part by a decrease of $3.1 million from the Disposition Properties.

Previous wording

Leasing expenses increased from $8.8 million in 2023 to $9.9 million in 2024 primarily due to an increase in compensation expense.

Current wording

Leasing expenses increased from $10.5 million in 2024 to $11.2 million in 2025 due primarily to an increase in compensation expense.

Previous wording

Depreciation and amortization increased $0.7 million from 2023 to 2024. The increase in depreciation and amortization is attributed to increases of $8.3 million from the JV Transition Centers and $1.0 million from the Redevelopment Properties offset in part by decreases of $10.3 million from the Same Centers and $1.2 million from the Disposition Properties. Additionally, $2.9 million of the offset is attributable to Santa Monica Place.

Current wording

Depreciation and amortization increased $24.2 million from 2024 to 2025. The increase in depreciation and amortization is attributed to increases of $24.0 million from the JV Transition Centers and $3.1 million from the Same Centers offset in part by a decrease of $3.4 million from the Disposition Properties.