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MACERICH CO

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Sep 30, 2026 · Filed Nov 5, 2026

MAC$25.29+1.8%Stored close · as of Nov 9, 2026

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Item 5. Other Information

(a)

Entry into a Material Definitive Agreement; Creation of a Direct Financial Obligation

On November 3, 2026, Valley Stream Green Acres LLC, Macerich Vintage Faire Limited Partnership and Macerich Vintage Faire Adjacent LLC, each a wholly-owned subsidiary of the Operating Partnership, as borrowers (the “Borrowers”), the Company and the Operating Partnership, as guarantors solely for the limited purposes described below, JPMorgan Chase Bank, N.A., as administrative agent and collateral agent, and the lenders party thereto entered into an Acquisition Credit Agreement (the “Acquisition Credit Agreement”). The Operating Partnership acts as borrower representative under the Acquisition Credit Agreement, and additional wholly-owned subsidiaries of the Operating Partnership may be joined as Borrowers when the properties they own are added to the borrowing base.

The Acquisition Credit Agreement provides for an aggregate $550.0 million secured revolving loan facility (the “Acquisition Credit Facility”) that matures on November 3, 2029, with an option for the Borrowers to extend maturity until November 3, 2030, subject to certain conditions. The Borrowers have the ability from time to time to increase the size of the Acquisition Credit Facility, up to an aggregate amount of $1.0 billion, subject to the receipt of lender commitments, borrowing base availability, a requirement that at least 60% of the appraised value of the borrowing base consist of properties meeting specified quality criteria, and certain other conditions. The Borrowers may use the proceeds of the Acquisition Credit Facility to fund acquisitions of real property assets, including the reimbursement of acquisition costs previously incurred, to finance acquired and other existing properties and for general corporate purposes, including working capital. The Acquisition Credit Facility is in addition to the Company’s existing $900.0 million revolving credit facility.

Loans made under the Acquisition Credit Agreement bear interest, at the Borrowers’ election, at either the Base Rate (as defined in the Acquisition Credit Agreement) plus 1.00% per annum or Term SOFR (as defined in the Acquisition Credit Agreement) plus 2.00% per annum. The applicable margins are fixed and are not subject to adjustment based on leverage, debt yield or other performance measures. The Borrowers pay a fee at a per annum rate of 0.25% on the unused commitments, reduced to 0.20% when utilization equals or exceeds 50%, payable monthly, and other customary fees, as described in the Acquisition Credit Agreement. During the continuance of an event of default, the interest rate may be increased by 2.00% per annum. The Borrowers may voluntarily repay outstanding amounts under the Acquisition Credit Facility, in whole or in part, at any time without premium or penalty, subject to customary administrative provisions. All outstanding principal is due on the maturity date.

Availability under the Acquisition Credit Facility is limited to a borrowing base amount equal to the lesser of (i) 40% of the aggregate appraised value of the properties included in the borrowing base (45% once three or more properties are included) and (ii) the loan amount at which the underwritten net operating income of such properties provides debt service coverage of at least 2.00 to 1.00 (1.75 to 1.00 once three or more properties are included), with debt service calculated on a 30-year amortization schedule at an assumed interest rate equal to the greater of 6.25%, the 10-year U.S. Treasury rate plus 1.50% and the actual interest rate under the Acquisition Credit Agreement. At closing, the borrowing base consisted of substantially all of Green Acres Mall in Valley Stream, New York and Vintage Faire Mall in Modesto, California. Additional wholly-owned retail properties meeting criteria set forth in the Acquisition Credit Agreement, may be added to the borrowing base, and properties, in all or in part, may be released from or substituted within the borrowing base, in each case subject to continued borrowing base compliance, maintenance of a minimum number and concentration of properties meeting the highest quality tier and other conditions.

The obligations under the Acquisition Credit Agreement are secured by first-priority mortgages on the properties or pledges of equity interests of the owners of such properties included in the borrowing base.

The Acquisition Credit Facility is non-recourse to the Company and the Operating Partnership. The Company and the Operating Partnership have not guaranteed payment of the loans. Their obligations are limited to (i) a guaranty of customary non-recourse carve-out matters, (ii) an environmental indemnity, (iii) a completion guaranty with respect to certain alterations in process at Green Acres Mall as of the closing date and (iv) a guaranty of specified obligations relating to the Green Acres Mall mortgage loan held by the Company’s affiliate. The Acquisition Credit Agreement provides that none of the Company, the Operating Partnership or their other affiliates (other than the Borrowers) has any liability for the loans other than under those guaranties and indemnities and equity pledges, to the extent applicable.

The Acquisition Credit Agreement contains one financial covenant, which requires the Company to maintain, as of the end of each fiscal quarter beginning December 31, 2026, a net worth (defined as consolidated stockholders’ equity plus accumulated depreciation and amortization) of at least the greater of $550.0 million and the aggregate commitments under the Acquisition Credit Facility. The Acquisition Credit Agreement also contains customary covenants applicable to the Borrowers, including restrictions on liens, indebtedness, distributions during a default, affiliate transactions, major leases and material alterations, and requires periodic delivery of financial statements, borrowing base certificates and compliance certificates. The Acquisition Credit Agreement includes customary events of default.

As of the date of this Quarterly Report, no amounts were outstanding under the Acquisition Credit Facility and approximately $260 million is available to be borrowed.

(c)

During the three months ended September 30, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act)adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

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