MACERICH CO 8-K

What Happened

• The Macerich Company announced it entered underwriting and forward sale agreements on June 15, 2026 and closed the offering on June 17, 2026. Under the agreements, forward sellers sold 14,000,000 shares of Macerich common stock to underwriters; the company granted a 30‑day option to sell an additional 2,100,000 shares. Macerich will not initially receive proceeds from the sale by the forward sellers and expects to physically settle the forward sale agreements and receive net proceeds (subject to adjustments) by no later than June 16, 2027.

Key Details

• Shares offered: 14,000,000 shares of common stock; 30‑day option for up to 2,100,000 additional shares.
• Initial forward price: $23.12325 per share (subject to adjustments under the agreements).
• Settlement: Company expects physical settlement for cash proceeds by June 16, 2027 but may elect cash or net‑share settlement (which could result in no proceeds or obligations to pay cash or deliver shares).
• Use of proceeds: Net proceeds (if received) will be contributed to The Macerich Partnership, L.P. to fund future acquisition opportunities and general corporate purposes; pending use, proceeds may be placed in short‑term interest‑bearing accounts.
• Legal: Venable LLP provided a legal opinion on the legality of the shares (filed as Exhibit 5.1).

Why It Matters

• For investors, this transaction can lead to future dilution if the forward agreements are physically settled and new shares are issued. The company does not receive cash immediately and could also choose settlement methods that result in no proceeds or additional cash/share obligations. The proceeds—if received—are earmarked for the Operating Partnership to pursue acquisitions and general corporate use, which could affect Macerich’s growth strategy and capital structure depending on how and when settlement occurs.