UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
CURRENT REPORT
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| ITEM 8.01 | OTHER EVENTS. |
On May 13, 2026, The Macerich Company (the “Company”) completed the issuance and sale of 22,080,000 shares (the “Shares”) of the Company’s common stock, par value $0.01 per share (the “Common Stock”), pursuant to an underwriting agreement, dated as of May 11, 2026 (the “Underwriting Agreement”), by and among the Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named on Schedule I thereto (the “Underwriters”). The Company granted the Underwriters a 30-day option to purchase up to an additional 2,880,000 shares of Common Stock, which was exercised in full. The public offering price of the Shares is $21.00 per share.
The offer and sale of the Shares were registered with the Securities and Exchange Commission (the “Commission”) pursuant to a registration statement on Form S-3 (File No. 333-273707) (the “Registration Statement”) under the Securities Act of 1933, as amended, which became effective upon filing with the Commission on August 4, 2023.
The Company will contribute the net proceeds from the offering, including proceeds from the exercise by the Underwriters of their option to purchase additional shares, to The Macerich Partnership, L.P. (the “Operating Partnership”) in exchange for securities of the Operating Partnership that have economic interests substantially similar to those of the Common Stock. The Operating Partnership intends to use the net proceeds from the offering to repay borrowings under the Company’s revolving credit facility, which were used primarily to fund the acquisition of Annapolis Mall, and for general corporate purposes, including to acquire additional properties and to fund strategic leasing capital investments at Annapolis Mall. Pending such use, the Operating Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts.
The Underwriting Agreement contains customary representations, warranties and covenants by the Company. It also provides for customary indemnification by the Company for losses or damages arising out of or in connection with the sale of the Shares.
The foregoing description of the Underwriting Agreement does not purport to be complete and is subject to, and qualified in its entirety by, reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
A copy of the legal opinion of the Company’s counsel, Venable LLP, relating to the legality of the Shares is attached hereto as Exhibit 5.1 and is incorporated herein by reference and into the Registration Statement.
| ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d) Exhibits
| Exhibit Number |
Description | |
| 1.1* | Underwriting Agreement, dated as of May 11, 2026, by and among The Macerich Company and Goldman Sachs & Co. LLC, as representative of the several underwriters named on Schedule I thereto. | |
| 5.1* | Opinion of Venable LLP regarding the legality of the shares offered | |
| 23.1* | Consent of Venable LLP (included in Exhibit 5.1) | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
| * | Filed herewith |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The Macerich Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| THE MACERICH COMPANY | ||||||
| By: DANIEL E. SWANSTROM II | ||||||
| May 13, 2026 | /s/ Daniel E. Swanstrom II | |||||
| Date | Senior Executive Vice President, | |||||
| Chief Financial Officer and Treasurer | ||||||