MACERICH CO

1. Organization:

The Macerich Company (the "Company") is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional retail centers and community/power shopping centers (the "Centers") located throughout the United States.

The Company commenced operations effective with the completion of its initial public offering on March 16, 1994. As of March 31, 2025, the Company was the sole general partner of and held a 96% ownership interest in The Macerich Partnership, L.P. (the "Operating Partnership"). The Company was organized to qualify as a real estate investment trust ("REIT") under the Internal Revenue Code of 1986, as amended (the "Code").

The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. Allseven of the management companies are collectively referred to herein as the "Management Companies."

All references to the Company in this Quarterly Report on Form 10-Q include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.

2. Summary of Significant Accounting Policies:

Basis of Presentation:

The accompanying consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States ("GAAP") for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by GAAP for complete financial statements and have not been audited by an independent registered public accounting firm.

The Company's sole significant asset is its investment in the Operating Partnership and as a result, substantially all of the Company's assets and liabilities represent the assets and liabilities of the Operating Partnership. In addition, the Operating Partnership has investments in a number of consolidated variable interest entities ("VIEs"), including SanTan Village Regional Center.

The Operating Partnership's consolidated VIEs included the following assets and liabilities:

All intercompany accounts and transactions have been eliminated in the consolidated financial statements.

2. Summary of Significant Accounting Policies: (Continued)

The unaudited interim consolidated financial statements should be read in conjunction with the Company's audited consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2024. In the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the consolidated financial statements for the interim periods have been made. The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The accompanying consolidated balance sheet as of December 31, 2024 has been derived from the audited financial statements but does not include all disclosures required by GAAP.

The following table presents a reconciliation of the beginning of period and end of period cash, cash equivalents and restricted cash reported on the Company's consolidated balance sheets to the totals shown on its consolidated statements of cash flows:

Recent Accounting Pronouncements:

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 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. Early adoption is permitted. The Company is evaluating the impact that ASU 2023-09 will have on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). The amendments in ASU 2024-03 apply to all public business entities and require disclosure of specified information about certain costs and expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the potential impact of adopting ASU 2024-03.

In November 2024, the FASB issued ASU 2024-04, Debt - Debt with Conversion and Other Options (Subtopic 470-20): Induced Conversions of Convertible Debt Instruments ("ASU 2024-04"). The amendments in ASU 2024-04 clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. The new guidance is effective for annual reporting periods beginning after December 15, 2025, and interim periods within those annual periods. The Company is currently evaluating the potential impact of adopting ASU 2024-04.

3. Earnings Per Share ("EPS"):

The following table reconciles the numerator and denominator used in the computation of EPS for the three months ended March 31, 2025 and 2024 (shares in thousands):

(1) Diluted EPS excludes 99,565 convertible preferred partnership units for each of the three months ended March 31, 2025 and 2024, as their impact was antidilutive. Diluted EPS also excludes 10,858,664 and 10,104,663 Operating Partnership units ("OP Units") for the three months ended March 31, 2025 and 2024, respectively, as their impact was antidilutive.

4. Investments in Unconsolidated Joint Ventures:

The Company has made the following recent financings or other events within its unconsolidated joint ventures:

On January 10, 2024, the Company's joint venture in Boulevard Shops replaced the existing $23,000 mortgage loan on the property with a new $24,000 loan that bears interest at a variable rate of SOFR plus 2.50%, is interest only during the entire loan term, and matures on December 5, 2028. The new loan has a required interest rate cap throughout the term of the loan at a strike rate of 7.5%.

The Company has a 50/50 joint venture with Simon Property Group, which was initially formed to develop Los Angeles Premium Outlets, a premium outlet center in Carson, California. During the three months ended March 31, 2024, the Company evaluated its investment and concluded that due to certain conditions, the Company should not continue to invest capital in this development project. As a result, the Company determined the investment was impaired on an other-than-temporary basis and wrote-off its entire investment of $57,686 in the first quarter of 2024 through equity in loss of unconsolidated joint ventures.

On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne Center in the New River Associates LLC joint venture that it did not previously own for a total purchase price of $36,447 and the assumption of its joint venture partner's share of debt on the property. Effective as of May 14, 2024, the Company now owns and has consolidated its 100% interest in Arrowhead Towne Center (See Note 15—Acquisitions).

On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall in the Pacific Premier Retail LLC joint venture that it did not previously own for no cash consideration and the assumption of its joint venture partner's share of debt on the property. Effective as of May 14, 2024, the Company now owns and has consolidated its 100% interest in South Plains Mall (See Note 15—Acquisitions).

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

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

On June 27, 2024, the Company's joint venture in Chandler Fashion Center refinanced the existing $256,000 loan on the property with a $275,000 loan that bears interest at a fixed rate of 7.06%, is interest only during the entire loan term and matures on July 1, 2029. The Company received a distribution of $17,700 in connection with this transaction.

On June 28, 2024, the Company's joint venture in Country Club Plaza sold the property for $175,600. Concurrent with the transaction, the remaining amount owed by the joint venture under the $295,470 loan ($147,735 at the Company's pro rata share) was forgiven by the lender.

On July 31, 2024, the Company sold its 50% interest in Biltmore Fashion Park, a 611,000 square foot regional retail center in Phoenix, Arizona, for $110,000. The Company used the net proceeds to pay down debt. The Company recognized a gain of approximately $42,815 in connection with this transaction (See Note 6—Property, net).

On October 24, 2024, the Company acquired its joint venture partner's 40% interest in the Pacific Premier Retail Trust portfolio, which includes Los Cerritos Center, Washington Square and Lakewood Center, for a net purchase price of approximately $122,132, which includes the assumption of the partner's share of property level indebtedness. As a result of this transaction and the shortening of holding periods, an impairment loss was recorded by the joint venture. The Company's share of the impairment loss was $117,031. The Company now owns and consolidates its 100% interests in these properties (See Note 15—Acquisitions).

On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $14,532 mezzanine loan and $14,532 of the first mortgage, and obtained a 90-day extension for the remaining $140,479 of the first mortgage. The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage had an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The interest rate on the first mortgage 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.

Combined and condensed balance sheets and statements of operations are presented below for all unconsolidated joint ventures.

Combined and Condensed Balance Sheets of Unconsolidated Joint Ventures:

(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) income. The amortization of this difference was $5,348 and $75,183 for the three months ended March 31, 2025 and 2024, respectively.

Combined and Condensed Statements of Operations of Unconsolidated Joint Ventures:

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

(2) These amounts include impairment losses at the Company's share of $57,686 for the three months ended March 31, 2024.

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

5. Derivative Instruments and Hedging Activities:

The Company uses interest rate cap agreements to manage the interest rate risk on certain floating rate debt. The Company recorded other comprehensive loss related to the marking-to-market of derivative instruments of $20 and $615 for the three months ended March 31, 2025 and 2024, respectively. The amounts in other comprehensive income represent the Company's pro rata share of hedged derivative instruments from certain unconsolidated joint ventures.

6. Property, net:

Property, net consists of the following:

(1) Equipment and furnishings and accumulated depreciation include the cost and accumulated amortization of ROU assets in connection with finance leases at December 31, 2024 (See Note 8—Leases). The Company's finance leases matured during the three months ended March 31, 2025.

Depreciation expense was $73,446 and $64,759 for the three months ended March 31, 2025 and 2024, respectively.

Loss on sale or write-down of assets, net for the three months ended March 31, 2025 and 2024 consist of the following:

(1) Includes loss related to the sale of Wilton Mall for $2,912 (See Note 16—Dispositions).

(2) Includes impairment loss of $13,343 for the three months ended March 31, 2025 due to the reduction of the estimated holding periods of certain properties, including SouthPark Mall. Includes impairment loss of $35,987 on Santa Monica Place for the three months ended March 31, 2024 due to the reduction of the estimated holding period of the property (See Note 10—Mortgage Notes Payable).

(3) See Note 16—Dispositions.

6. Property, net: (Continued)

The following table summarizes certain of the Company's assets that were measured on a nonrecurring basis as a result of the impairment losses recorded for the three months ended March 31, 2025 and 2024, as described above:

The fair value (Level 2 measurement) related to the 2025 impairments are based on sales contracts and are classified within level 2 of the hierarchy. The fair value (Level 3 measurement) related to the 2024 impairment was based upon an income approach, using an estimated terminal capitalization rate of 7.3%, a discount rate of 9.0% and market rents per square foot of $20 to $200. The fair value is sensitive to these significant unobservable inputs.

7. Tenant and Other Receivables, net:

Included in tenant and other receivables, net is an allowance for doubtful accounts of $8,038 and $7,146 at March 31, 2025 and December 31, 2024, respectively. Also included in tenant and other receivables, net are accrued percentage rents of $3,544 and $17,214 at March 31, 2025 and December 31, 2024, respectively, and a deferred rent receivable due to straight-line rent adjustments of $92,796 and $94,445 at March 31, 2025 and December 31, 2024, respectively.

8. Leases:

Lessor Leases:

The Company leases its Centers under agreements that are classified as operating leases. These leases generally include minimum rents, percentage rents and recoveries of real estate taxes, insurance and other shopping center operating expenses. Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases. Percentage rents are recognized and accrued when tenants' specified sales targets have been met. Estimated recoveries from certain tenants for their pro rata share of real estate taxes, insurance and other shopping center operating expenses are recognized as revenues in the period the applicable expenses are incurred. Other tenants pay a fixed rate and these tenant recoveries are recognized as revenues on a straight-line basis over the term of the related leases. For leasing revenues in which collectability is not considered probable, lease income is recognized on a cash basis and all previously recognized tenant accounts receivables, including straight-line rent, are fully reserved in the period in which the lease income is determined not to be probable of collection.

The following table summarizes the components of leasing revenue for the three months ended March 31, 2025 and 2024:

8. Leases: (Continued)

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

Lessee Leases:

The Company has certain properties that are subject to non-cancelable operating leases. The leases expire at various times through 2078, subject in some cases to options to extend the terms of the lease. Certain leases provide for contingent rent payments based on a percentage of base rental income, as defined in the lease.

The following table summarizes the lease costs for the three months ended March 31, 2025 and 2024:

The following table summarizes the future rental payments required under the leases:

9. Deferred Charges and Other Assets, net:

Deferred charges and other assets, net consist of the following:

(1) Accumulated amortization includes $50,200 and $33,883 relating to in-place lease values, leasing commissions and legal costs at March 31, 2025 and December 31, 2024, respectively. Amortization expense of in-place lease values, leasing commissions and legal costs was $17,641 and $1,776 for the three months ended March 31, 2025 and 2024, respectively.

The allocated values of above-market leases and below-market leases consist of the following:

(1) Below-market leases are included in other accrued liabilities.

10. Mortgage Notes Payable:

Mortgage notes payable at March 31, 2025 and December 31, 2024 consist of the following:

(1)The mortgage notes payable balances include the unamortized debt discounts. Debt discounts represent the deficiency of the fair value of debt under the principal value of debt assumed in various acquisitions. The debt discounts are being amortized into interest expense over the term of the related debt in a manner which approximates the effective interest method. The debt discounts as of March 31, 2025 and December 31, 2024 consisted of the following:

The mortgage notes payable also include unamortized deferred finance costs that are amortized into interest expense over the remaining term of the related debt in a manner that approximates the effective interest method. Unamortized deferred finance costs were $21,484 and $22,042 at March 31, 2025 and December 31, 2024, respectively.

(2)The interest rate disclosed represents the effective interest rate, including the impact of debt discounts and deferred finance costs.

(3)The monthly debt service represents the payment of principal and interest.

10. Mortgage Notes Payable: (Continued)

(4)The maturity date assumes that all extension options are fully exercised and that the Company does not opt to refinance the debt prior to these dates. These extension options are at the Company's discretion, subject to certain conditions, which the Company believes will be met.

(5)On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne Center that it did not previously own and has consolidated its 100% interest (See Note 15—Acquisitions). In connection with the acquisition, the Company assumed the partner's share of the loan on the property.

(6)On 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.

(7)On March 19, 2024, the Company closed on athree-year extension of the loan to October 6, 2026. The interest rate remained unchanged at 5.90%.

(8)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.

(9)On October 24, 2024, the Company acquired the remaining 40% ownership interest in Los Cerritos 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.

(10)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 November 6, 2029.

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

(12)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.

(13)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.

(14)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.

The Company's mortgage notes payable are secured by the properties on which they are placed and are non-recourse to the Company.

The Company expects that all loan maturities during the next twelve months will be refinanced, restructured, extended and/or paid off from the Company's revolving loan facility or with cash on hand, with the exception of Santa Monica Place as noted above.

Total interest expense capitalized was $4,769 and $5,077 for the three months ended March 31, 2025 and 2024, respectively.

The estimated fair value (Level 2 measurement) of mortgage notes payable at March 31, 2025 and December 31, 2024 was $5,083,669 and $4,726,227, respectively, based on current interest rates for comparable loans. Fair value was determined using a present value model and an interest rate that included a credit value adjustment based on the estimated value of the property that serves as collateral for the underlying debt.

11. Bank and Other Notes Payable:

Bank and other notes payable consist of the following:

Credit Facility:

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 aone-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 March 31, 2025, the borrowing rate was SOFR plus a spread of 2.10%. As of March 31, 2025, there were no borrowings outstanding under the revolving credit facility. Unamortized deferred finance costs were $10,730 as of March 31, 2025, which are netted against balances outstanding or as an asset when no borrowings are outstanding on the revolving credit facility which was the case as of March 31, 2025. As of March 31, 2025, the Company’s availability under the revolving credit facility for additional borrowings was $649,777.

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

12. Financing Arrangement:

On September 30, 2009, the Company formed a joint venture whereby a third party acquired a 49.9% interest in Chandler Fashion Center, a 1,401,000 square foot regional shopping center in Chandler, Arizona, and Freehold Raceway Mall, a 1,537,000 square foot regional shopping center in Freehold, New Jersey (collectively referred to herein as "Chandler Freehold"). As a result of the Company having certain rights under the agreement to repurchase the assets of Chandler Freehold, the transaction did not qualify for sale treatment. The Company, however, was not obligated to repurchase the assets. The Company accounted for its investment in Chandler Freehold as a financing arrangement.

On November 16, 2023, the Company acquired the remaining 49.9% ownership interest in Freehold Raceway Mall that it previously did not own. As a result, Freehold Raceway Mall is no longer part of the financing arrangement and is 100% owned by the Company. In connection with the acquisition of the 49.9% ownership interest, the Company recorded the $5,587 purchase amount as a reduction to the financing arrangement obligation.

On June 13, 2024, the partnership agreement between the Company and its partner was amended, removing the specific rights that prohibited the transaction's qualification for sale treatment. As a result, the transaction qualified for sale treatment and the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement. The financing arrangement obligation was $88,721 on June 13, 2024 and was reversed and included in gain on sale of assets (See Note 16—Dispositions). References to Chandler Freehold for the period after November 16, 2023 through June 13, 2024 shall be deemed to only refer to Chandler Fashion Center.

The fair value (Level 3 measurement) of the financing arrangement obligation at June 13, 2024 was based upon a terminal capitalization rate of 7.00%, a discount rate of 8.25% and market rents per square foot of $45 to $240. The fair value of the financing arrangement obligation is sensitive to these significant unobservable inputs and a change in these inputs may result in a significantly higher or lower fair value measurement. Distributions to the partner, excluding distributions of excess loan proceeds, and changes in fair value of the financing arrangement obligation are recognized as related party interest expense on the Company's consolidated statements of operations.

12. Financing Arrangement: (Continued)

During the three months ended March 31, 2024, the Company recognized related party interest expense in the Company's consolidated statements of operations in connection with the financing arrangement as follows:

13. Noncontrolling Interests:

The Company allocates net loss of the Operating Partnership based on the weighted average ownership interest during the period. The net loss of the Operating Partnership that is not attributable to the Company is reflected in the consolidated statements of operations as noncontrolling interests. The Company adjusts the noncontrolling interests in the Operating Partnership at the end of each period to reflect its ownership interest in the Company. The Company had a 96% ownership interest in the Operating Partnership as of March 31, 2025 and December 31, 2024. The remaining 4% limited partnership interest as of March 31, 2025 and December 31, 2024 was owned by certain of the Company's executive officers and directors, certain of their affiliates and other third party investors in the form of OP Units. The OP Units may be redeemed for shares of stock or cash, at the Company's option. The redemption value for each OP Unit as of any balance sheet date is the amount equal to the average of the closing price per share of the Company's common stock, par value $0.01 per share, as reported on the New York Stock Exchange for the 10 trading days ending on the respective balance sheet date. Accordingly, as of March 31, 2025 and December 31, 2024, the aggregate redemption value of the then-outstanding OP Units not owned by the Company was $188,467 and $218,988, respectively.

The Company issued common and preferred units of MACWH, LP in April 2005 in connection with the acquisition of the Wilmorite portfolio. The common and preferred units of MACWH, LP are redeemable at the election of the holder. The Company may redeem them for cash or shares of the Company's stock at the Company's option and they are classified as permanent equity.

Included in permanent equity are outside ownership interests in various consolidated joint ventures. The joint ventures do not have rights that require the Company to redeem the ownership interests in either cash or stock.

14. Stockholders' Equity:

Stock Offerings

In connection with the commencement of an “at the market” offering program on March 26, 2021, which is referred to as the “2021 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500,000 under the 2021 ATM Program. During the three months ended March 31, 2024, the Company did not issue any shares of common stock under the 2021 ATM Program. As of December 31, 2024, the 2021 ATM Program was fully utilized and is no longer active.

14. Stockholders' Equity: (Continued)

In connection with the commencement of an “at the market” offering program on November 12, 2024, which is referred to as the “2024 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500,000 under the 2024 ATM Program. During the three months ended March 31, 2025, the Company did not issue any shares of common stock under the ATM Program. As of March 31, 2025, $429,294 remained available to be sold under the 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 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. The net proceeds of the offering were approximately $439,410 after deducting the underwriting discount and offering costs of approximately $14,840. The Company used the proceeds from the offering, together with cash on hand, to repay the mortgage loan secured by its Washington Square property.

Stock Buyback Program

On February 12, 2017, the Company's Board of Directors authorized the repurchase of up to $500,000 of its outstanding common shares as market conditions and the Company’s liquidity warrant. Repurchases may be made through open market purchases, privately negotiated transactions, structured or derivative transactions, including accelerated share repurchase transactions, or other methods of acquiring shares, from time to time as permitted by securities laws and other legal requirements. The program is referred to herein as the "Stock Buyback Program".

There wereno repurchases under the Stock Buyback Program during the three months ended March 31, 2025 or 2024.

15. Acquisitions:

Arrowhead Towne Center:

On May 14, 2024, the Company acquired the remaining 40% ownership interest in Arrowhead Towne Center that it did not previously own for a total purchase price of $36,447 and the assumption of its joint venture partner's share of the debt on the property. Effective as of May 14, 2024, the Company now owns and has consolidated its 100% interest in Arrowhead Towne Center.

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

The net assets acquired upon consolidation of Arrowhead Towne Center were initially recorded at their relative fair values as shown in the table above. The carrying value of the property was then reduced by the remaining negative basis of $58,683 from the equity method investment previously held by the Company.

15. Acquisitions: (Continued)

South Plains Mall:

On May 14, 2024, the Company acquired the remaining 40% ownership interest in South Plains Mall that it did not previously own for no cash consideration and the assumption of its joint venture partner's share of the debt on the property. Effective as of May 14, 2024, the Company now owns and has consolidated its 100% interest in South Plains Mall.

The following is a summary of the allocation of the fair value of South Plains Mall:

The net assets acquired upon consolidation of South Plains Mall were initially recorded at their relative fair values as shown in the table above. The carrying value of the property was then reduced by the remaining negative basis of $80,750 from the equity method investment previously held by the Company.

Sears parcel at Inland Center:

On May 17, 2024, the Company acquired the former Sears parcel located at Inland Center for $5,382.

Pacific Premier Retail LLC:

On October 24, 2024, the Company acquired the remaining 40% ownership interest in the Pacific Premier Retail LLC joint venture that owns Lakewood Center, Los Cerritos Center and Washington Square that it did not previously own for a total purchase price of $129,000 less the assumption of the partner's share of certain cash balances of $6,868 for a net purchase price of $122,132, and the assumption of its joint venture partner's share of debt on the properties. Effective as of October 24, 2024, the Company now owns and has consolidated its 100% interest in Lakewood Center, Los Cerritos Center and Washington Square.

The following is a summary of the allocation of the fair value of Lakewood Center, Los Cerritos Center and Washington Square:

15. Acquisitions: (Continued)

The net assets acquired upon consolidation of Lakewood Center, Los Cerritos Center and Washington Square were initially recorded at their relative fair values as shown in the table above. The carrying value of the property was then reduced by the remaining negative basis of $98,800 from the equity method investment previously held by the Company.

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

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.

16. Dispositions:

On June 13, 2024, the partnership agreement between the Company and its partner was amended and as a result, the Company no longer accounts for its investment in Chandler Fashion Center as a financing arrangement (See Note 12—Financing Arrangement). Effective June 13, 2024, the Company accounts for its investment in Chandler Fashion Center under the equity method of accounting.

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

On June 28, 2024, the Company sold a former department store parcel at Valle Vista Mall in Harlingen, Texas for $7,100, which resulted in a gain on sale of assets of $756. The Company used the net proceeds to pay down debt.

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

On December 10, 2024, the Company sold The Oaks, a 1,206,000 square foot regional retail center in Thousand Oaks, California, for $157,000, which resulted in a loss on sale or write down of assets of $6,932. The Company used the net proceeds to pay off the $147,751 loan on the property.

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 $2,912. The Company used the net proceeds to pay down debt.

For the three months ended March 31, 2025, the Company sold various land parcels, resulting in gains on sale of land of $923. For the three months ended March 31, 2024, the Company did not have any land sales. The Company used its share of the proceeds from these sales to pay down debt and for other general corporate purposes.

17. Commitments and Contingencies:

As of March 31, 2025, the Company was contingently liable for $6,115 in letters of credit guaranteeing performance by the Company of certain obligations relating to the Centers. The Company does not believe that these letters of credit will result in a liability to the Company.

17. Commitments and Contingencies: (Continued)

The Company has entered into a number of construction agreements related to its redevelopment and development activities. Obligations under these agreements are contingent upon the completion of the services within the guidelines specified in the relevant agreement. At March 31, 2025, the Company had $10,241 in outstanding obligations, which it believes will be settled in the next twelve months.

18. Related Party Transactions:

Certain unconsolidated joint ventures have engaged the Management Companies to manage the operations of the Centers. Under these arrangements, the Management Companies are reimbursed for compensation paid to on-site employees, leasing agents and project managers at the Centers, as well as insurance costs and other administrative expenses.

The following are fees charged to unconsolidated joint ventures:

Interest expense from related party transactions was $0 and $4,439 for the three months ended March 31, 2025 and 2024, respectively, in connection with the financing arrangement (See Note 12—Financing Arrangement).

Due from affiliates includes $3,190 and $1,840 of unreimbursed costs and fees from unconsolidated joint ventures due to the Management Companies at March 31, 2025 and December 31, 2024, respectively.

19. Share and Unit-Based Plans:

Under the Long-Term Incentive Plan ("LTIP"), each award recipient is issued a form of operating partnership units ("LTIP Units") in the Operating Partnership or form of restricted stock units (together with the LTIP Units, the "LTI Units"). Upon the occurrence of specified events and subject to the satisfaction of applicable vesting conditions, LTIP Units (after conversion into OP Units) are ultimately redeemable for common stock of the Company, or cash at the Company's option, on aone-unit forone-share basis. LTI Units receive cash dividends based on the dividend amount paid on the common stock of the Company. The LTIP may include market-indexed awards, performance-based awards and service-based awards.

The market-indexed LTI Units vest over the service period of the award based on the percentile ranking of the Company in terms of total return to stockholders (the "Total Return") per share of common stock relative to the Total Return of a group of peer REITs, as measured at the end of the measurement period. The 2025 performance-based LTI Units are all market-indexed awards.

During the three months ended March 31, 2025, the Company granted the following LTI Units:

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 grant. The fair value (Level 3 measurement) of the performance-based LTI Units granted on February 21, 2025 was estimated on the date of grant using a Monte Carlo Simulation model that assumed an approximate three-year risk-free interest rate of 4.10% and an expected volatility of 42.25%.

19. Share and Unit-Based Plans: (Continued)

The following table summarizes the activity of the non-vested LTI Units, phantom stock units and stock units:

The following table summarizes the activity of the vested stock options outstanding:

The following summarizes the compensation cost under the share and unit-based plans:

The Company capitalized share and unit-based compensation costs of $276 and $316 for the three months ended March 31, 2025 and 2024, respectively. Unrecognized compensation costs of share and unit-based plans at March 31, 2025 consisted of $31,702 from LTI Units, $2,650 from stock units and $0 from phantom stock units.

20. Income Taxes:

The Company has made taxable REIT subsidiary elections for all of its corporate subsidiaries other than its qualified REIT subsidiaries. The elections, effective for the year beginning January 1, 2001 and future years, were made pursuant to Section 856(l) of the Code. The Company's taxable REIT subsidiaries ("TRSs") are subject to corporate level income taxes which are provided for in the Company's consolidated financial statements. The Company's primary TRSs include Macerich Management Company and Macerich Arizona Partners LLC.

20. Income Taxes: (Continued)

The income tax provision of the TRSs are as follows:

The net operating loss ("NOL") carryforwards generated through the 2017 tax year are scheduled to expire through 2037, beginning in 2031. Pursuant to the Tax Cuts and Jobs Act of 2017, NOLs generated in 2018 and subsequent tax years are carried forward indefinitely. The Coronavirus Aid, Relief and Economic Security Act removed the 80% of taxable income limitation, imposed by the Tax Cuts and Jobs Act, for NOLs generated in 2018, 2019 and 2020. Net deferred tax assets of $26,146 and $25,324 were included in deferred charges and other assets, net at March 31, 2025 and December 31, 2024, respectively.

The Company is required to establish a valuation allowance for any portion of the deferred tax asset that the Company concludes is more likely than not to be unrealizable. The Company’s assessment considers all evidence, both positive and negative, including the nature, frequency and severity of any current and cumulative losses, taxable income in carry back years, the scheduled reversal of deferred tax liabilities, tax planning strategies and projected future taxable income in making this assessment. As of March 31, 2025, the Company hadno valuation allowance recorded.

The tax years 2021 through 2023 remain open to examination by the taxing jurisdictions to which the Company is subject.

21. Segment Reporting:

The Company operates asone 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 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). The Company's objective in making resource allocation decisions is to optimize the consolidated financial results.

The accounting policies of the Company’s single reportable segment are the same as those described in the summary of significant accounting policies. As the Company's operations comprise of a single reporting segment, the measure of segment assets is reported in the accompanying consolidated balance sheets as “Total assets.” Consolidated net income, which is reported in the accompanying Consolidated Statements of Operations as “Net loss attributable to the Company” is the measure of segment profit or loss that is most consistent with GAAP that is regularly reviewed by the CODM. Consolidated net income is used by the CODM in assessing the performance of the segment and the significant segment expenses are listed on the accompanying Consolidated Statements of Operations.

22. Subsequent Events:

On April 28, 2025, the Company announced a dividend/distribution of $0.17 per share for common stockholders and OP Unitholders of record on June 3, 2025. All dividends/distributions will be paid in cash on June 17, 2025.