Macerich raises $757M via 2.25% exchangeable notes due 2031 to refinance secured debt

Item 2.03.

Creation of a Direct Financial Obligation or an Off-Balance Sheet Arrangement.

The disclosure set forth in Item 1.01 above is incorporated by reference into this Item 2.03.

The net proceeds from the Offering (defined below) were approximately $757.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses.

The Partnership used approximately $45.0 million of the net proceeds from the Offering to pay the cost of the Capped Call Transactions and intends to use the remainder of the net proceeds to refinance existing secured debt and for general corporate purposes.

Initially, a maximum of 32,992,757 shares of the Company’s common stock may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 42.5713 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions.

On August 6, 2026, the Company issued a press release announcing the launch of the offering of the Notes in a private offering that is exempt from the registration requirements of the Securities Act (the “Offering”). On August 7, 2026, the Company issued a press release announcing the pricing of the Notes to be issued in the Offering.

The Macerich Partnership, L.P. (“Macerich Partnership”), intends to offer, subject to market and other conditions, $600 million aggregate principal amount of exchangeable senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). Macerich will fully and unconditionally guarantee the notes on a senior, unsecured basis. Macerich Partnership also expects to grant the initial purchasers of the notes a 13-day option to purchase up to an additional $90 million aggregate principal amount of notes.

The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Macerich Partnership’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date of the notes, but only if the last reported sale price per share of Macerich’s common stock exceeds 130% of the exchange price of the notes for a specified period of time and certain other conditions are satisfied. Macerich Partnership may also redeem the notes, in whole or in part (subject to certain limitations), for cash at any time, and from time to time, if Macerich’s board of directors (or a committee thereof) determines such redemption is necessary to preserve Macerich’s status as a real estate investment trust.

In connection with the pricing of the notes, Macerich Partnership and Macerich expect to enter into privately negotiated capped call transactions with one or more of the initial purchasers of the notes or their respective affiliates or certain other financial institutions (the “option counterparties”). The capped call transactions will cover, subject to customary adjustments, the number of shares of Macerich’s common stock initially underlying the notes. The capped call transactions are expected generally to reduce the potential dilution to Macerich’s common stock upon any exchange of notes and/or offset any cash payments Macerich Partnership is required to make in excess of the principal amount of exchanged notes, as the case may be, with such reduction and/or offset subject to a cap.

Macerich Partnership intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions, and the remainder of the net proceeds to refinance existing secured debt and for general corporate purposes.

Macerich Partnership has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates will enter into various derivative transactions with respect to Macerich’s common stock and/or purchase shares of Macerich’s common stock or other securities of Macerich in secondary market transactions concurrently with, or shortly after, the pricing of the notes, including with, or from, as the case may be, certain investors in the notes. This activity could increase (or reduce the size of any decrease in) the market price of Macerich’s common stock or the notes at that time.

The Macerich Partnership, L.P. (“Macerich Partnership”), priced its offering of $675 million aggregate principal amount of 2.25% exchangeable senior notes due 2031 (the “notes”) in a private offering to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”). The offering was upsized from the previously announced offering size of $600 million aggregate principal amount of notes.

The initial exchange rate is 35.4761 shares of Macerich’s common stock per $1,000 principal amount of notes, which represents an initial exchange price of approximately $28.19 per share of Macerich’s common stock. The initial exchange price represents a premium of approximately 20% over the last reported sale price of $23.49 per share of Macerich’s common stock on August 6, 2026. ... The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Macerich Partnership’s option at any time, and from time to time, on or after August 20, 2029 and on or before the 41st scheduled trading day immediately before the maturity date of the notes, but only if the last reported sale price per share of Macerich’s common stock exceeds 130% of the exchange price of the notes for a specified period of time and certain other conditions are satisfied.

Macerich Partnership estimates that the net proceeds from the offering of the notes will be approximately $659.1 million, (or approximately $757.0 million if the initial purchasers exercise their option to purchase additional notes in full) after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. Macerich Partnership intends to use approximately $39.2 million of the net proceeds from the offering to pay the cost of the capped call transactions (or approximately $45.0 million if the initial purchasers exercise their option to purchase additional notes in full), and the remainder of the net proceeds to refinance existing secured debt and for general corporate purposes.