MACERICH CO 8-K

What Happened

• Macerich Company announced it completed an offering of 14,000,000 shares of common stock and that the underwriters exercised a 30‑day option for an additional 2,100,000 shares. The original underwriting agreement was entered June 15, 2026; the offering closed June 17, 2026; the option was exercised June 23, 2026 and closed June 26, 2026.
• The transactions were done through forward sale agreements involving major banks (including Goldman Sachs, Deutsche Bank, J.P. Morgan and Morgan Stanley). The option shares were priced at $23.12325 per share for the option exercise.

Key Details

• Total shares sold: 16,100,000 (14,000,000 initial + 2,100,000 option shares).
• Option price: $23.12325 per share for the 2,100,000 Option Shares.
• Expected settlement: Company expects to physically settle the additional forward sale agreements and receive proceeds (subject to adjustments) no later than June 16, 2027; the company may, however, elect cash or net-share settlement, which could change proceeds or create cash/share obligations.
• Use of proceeds: Macerich will contribute any net proceeds to The Macerich Partnership, L.P. for acquisition funding and general corporate purposes; proceeds may be held in short-term interest-bearing accounts until used.

Why It Matters

• This securities sale increases Macerich’s available capital (up to any net proceeds received) and is earmarked to fund future acquisitions and general corporate needs, which could affect growth plans.
• The forward-sale structure and the option to cash- or net-share-settle mean timing and actual cash received are not guaranteed; investors should note potential dilution and that the company might not receive proceeds if it elects non-physical settlement.