MAC 10-K & 10-Q changes, risk factors and insider trading

•the global and national economic climate, including the impact of geopolitical tensions andtensions, military conflict and government shutdowns;

•our ability to integrate and manage new properties, including increasing occupancy rates and rents at such properties; and

Certain of our properties have had or may continue to have excess space available for prospective tenants, and those properties may continue to experience, and other properties may commencebegin experiencing,to experience, such oversupply in the future. While theThe pace of bankruptcies slowedinvolving inour 2023tenants and 2022 compared to prior years, ithas remained steady in 2024recent years and is substantially lower than 2021 levels. However, we continue to experience bankruptcies of Anchors and other national and local retailers, including the bankruptcy of Express announced in April 2024,2024 and of Forever 21 and Claire's announced in 2025, as well as store closures, among our tenants. In the past, an increase in bargaining power of creditworthy retail tenants resulted in a downward pressure on our rental rates and occupancy levels, and any increase in bargaining power in the future may also result in us having to increase our spend on tenant improvements and potentially make other lease modifications in order to attract or retain tenants, any of which, in the aggregate, could materially and adversely affect us.

As part of the Path Forward Plan, we sold certain properties in 2024 and 2025 and we mayexpect to continue to pursue strategic dispositions of our properties, including non-core assets, in the future. These asset sales will focus on whether a property is core to our strategy and includes the targeted disposition of certain outparcels, freestanding retail assets, non-enclosed mall assets and vacant land. Investments in real estate are relatively illiquid, which limits our ability to adjust our portfolio in response to changes in economic, market or other conditions or realize our objectives through dispositions. Moreover, there are some limitations under federal income tax laws applicable to REITs that limit our ability to sell assets. In addition, because our properties are generally mortgaged to secure our debts, we may not be able to obtain a release of a lien on a mortgaged property without the payment of the associated debt and/or a substantial prepayment penalty, which restricts our ability to dispose of a property, even though the sale might otherwise be desirable. Furthermore, the number of prospective buyers interested in purchasing shopping centers is limited. Therefore, if we want to sell one or more of our Centers, including a Center that we've identified as not being part of our Go-Forward Portfolio Centers, we may not be able to dispose of it in the desired time period and may receive less consideration than we originally invested in the Center.

Due to changes in weather patterns caused by climate change, our properties in certain markets could experience increases in storm intensity and other weather related events and rising sea levels. Over time, climate change could result in volatile or decreased demand for retail space at some of our Centers or, in extreme cases, our inability to operate the properties at all. Climate change may also have indirect effects on our business by increasing the cost of (or making unavailable) insurance on favorable terms, or at all, increasing the cost of energy at our properties or requiring us to spend funds to repair and protect our properties against such risks. Additionally, we seek to promote energy efficiency and other sustainability strategies at our properties. Implementing such strategies and compliance with new laws or regulations related to climate change, including compliance with “green” building codes, may result in significant capital expenditures to improve our existing properties or properties we may acquire. In addition, laws and regulations at the federal, state and local level aimed at increasing climate-related disclosures, including the rules proposed by the Securities and Exchange Commission and the legislation enacted in the state of California, may increase compliance and data collection costs if, and when, such laws and regulations become effective. If we are unable to comply with the laws and regulations on climate change or implement effective sustainability strategies, our reputation among our tenants and investors may be damaged and we may incur fines and/or penalties. Moreover, there can be no assurance that any of our sustainability strategies will result in reduced operating costs, higher occupancy or higher rental rates or deter our existing tenants from relocating to properties owned by our competitors.

Each of our Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. We do not insure certain types of losses (such as losses from wars), because they are either uninsurable or not economically insurable, and our insurance coverage may have certain exclusions (such as pandemics) that prevent us from collecting on certain claims under our policies. In addition, while we or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in California, the policies are subject to a deductible equal to 5% of the total insured value of each Center, a $150,000$130,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. We or the relevant joint venture, as applicable, carry specific earthquake insurance on the Centers located in the Pacific Northwest and in the New Madrid Seismic Zone. However, the policies are subject to a deductible equal to 2% of the total insured value of each Center, a $150,000$130,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. While we or the relevant joint venture also carry standalone terrorism insurance on the Centers, the policies are subject to a $25,000 deductible and a combined annual aggregate loss limit of $1.325 billion. Each Center has environmental insurance covering eligible third-party losses, remediation and non-owned disposal sites, subject to a $100,000 retention and a $50 million three-year aggregate loss limit, with the exception of one Center, which has a $5 million ten-yeartwo-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, we carry title insurance on substantially all of the Centers for generally less than their full value.

WeWe, facelike risksothers associatedin withour industry, have experienced and expect to continue to experience cyber threats andincluding have been the target of securitydata breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to e-mails, persons inside our organization or persons with access to systems inside our organization, and other significant disruptions of our IT networks and related systems. Cyber incidents have been increasing in sophistication and frequency and can include third parties gaining access to data using stolen or inferred credentials, computer malware, viruses, spamming, social engineering (such as phishing) attacks, ransomware, and other deliberate attacks and attempts to gain unauthorized access. The techniques used to sabotage or to obtain systems in which data is stored or through which data is transmitted change frequently, and we may be unable to implement adequate preventative measures or stop security breaches while they are occurring. Bad actors around the world use increasingly sophisticated methods, including the use of artificial intelligence (“AI”), to engage in illegal activities involving the theft and misuse of personal information, confidential information and intellectual property. In addition, the use of generative AI models in our internal or third-party systems may create new attack surfaces or methods for adversaries, which could impact us and our vendors. Any of these effects could damage our reputation, result in the loss of valuable property and information, cause us to inadvertently breach applicable laws and regulations, and adversely impact our business. Because the techniques used by threat actors who may attempt to penetrate and sabotage our computer systems change frequently and may not be recognized until launched against a target, we may be unable to anticipate these techniques. These threats, in turn, may lead to increased costs to protect our information systems, detect and respond to threats, and recover from cyber incidents. While we carry cyber liability insurance, it may not be adequate to cover all losses relating to such events.

Our IT networks and related systems are essential to the operation of our business and our ability to perform day-to-day operations and, in some cases, may be critical to the operations of certain of our tenants. Although we make efforts to maintain the security and integrity of these types of IT networks and related systems, and we have implemented various measures to manage the risk of a security incident, there can be no guarantee that our security efforts and measures will be effective or that attempted cyber attacks would not be successful, disruptive, or damaging. Additionally, new technologies such as artificial intelligence may be more capable at evading our safeguard measures. A security incident involving our information systems could disrupt the proper functioning of our networks and systems. This could, in turn, result in misstated financial reports, violations of loan covenants and/or missed reporting deadlines, the inability to properly monitor our compliance with the rules and regulations regarding our qualification as a REIT, the unauthorized access to, and the destruction, loss, theft, misappropriation or release of proprietary, confidential, sensitive or otherwise valuable information of ours or others, which could be used to compete against us or for disruptive, destructive or otherwise harmful purposes and outcomes; require significant management attention and resources to remedy any damages that result; subject us to claims for breach of contract, damages, credits, penalties or termination of leases or other agreements; or damage our reputation among our tenants and investors generally. Moreover, cyber attacks perpetrated against our vendors, Anchors and tenants, including unauthorized access to customers’ credit card data and other confidential information, could diminish consumer confidence and consumer spending and negatively impact our business. Any breach, loss, or compromise of personal data may also subject us to civil fines and penalties, or claims for damages under relevant state and federal privacy laws in the United States. Data breaches and other data security compromises may lead to public disclosures which, in turn, may lead to widespread negative publicity.

Any future pandemic, epidemic or outbreak of any highly infectious disease could cause widespread disruptions to the United States and global economies and could contribute to significant volatility and negative pressure in financial markets. The extent to which any future pandemic, epidemic or outbreak of any highly infectious disease impacts our operations will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of such pandemic, the emergence and characteristics of new variants, the actions taken to contain the pandemic or mitigate its impact, including the adoption, administration and effectiveness of available vaccines, and the direct and indirect economic effects of the pandemic and containment measures, among others. We previously experienced adverse impacts to our business from COVID-19 andAdditionally, any future pandemic, epidemic or outbreak of any highly infectious disease may adversely affect, our business, financial condition and results of operations, and it may also have the effect of heightening many of the risks described in this “Risk Factors” section, including:

•reduced economic activity impacting the businesses, financial condition and liquidity of our tenants, which could cause one or more of our tenants, including one or more of our Anchors, to be unable to meet their obligations to us in full, or at all, to otherwise seek modifications of such obligations, including,including deferrals or reductions of rental payments, or to declare bankruptcy;

•decreased levels of consumer spending and consumer confidence, as well as a decrease in traffic at our Centers, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and could also accelerate a shift to online retail shopping,shopping which, if sustainedsustained, could result in prolonged decreases in revenue at the Centers even after the immediate impact of such pandemic, epidemic or outbreak of any other highly infectious disease is resolved;

Inflation in the United States has increased significantly in recent years and may increase again in the future. While inflation levels began to decrease in 2024,2024 and 2025, they remain elevated relative to the years preceding 2021.2021 and may increase in the future. As a result of these elevated inflation levels, we have experienced, and may continue to experience, some or all of the following:

Interest rates havebegan increasedto decrease in recent2025, yearsalthough they remain high and may continue to increase or remain elevated in the near-term as the Federal Reserve continues to address inflation. Such elevated interest rates may negatively impact consumer spending, our tenants’ businesses, and/or future demand for space in our Centers.

Our total outstanding loan indebtedness at December 31, 20242025 was $6.65$6.59 billion (consisting of $4.99$5.07 billion of consolidated debt, less $0.03 billion attributable to noncontrolling interests, plus $1.69$1.55 billion of our pro rata share of mortgages and other notes payable on unconsolidated joint ventures). Due to this substantial indebtedness, we are required to use a material portion of our cash flow to service principal and interest on our debt, which limits the amount of cash available for other business opportunities. As a part of the Path Forward Plan, among other goals, we aim to deleverage our capital structure over the next threetwo to fourthree years. However, the methods we may pursue and the timing, extent and impact of any transactions in furtherance of this goal may vary and evolve and there can be no assurance that we will be successful in our efforts to deleverage.

Furthermore, most of our Centers are mortgaged to secure payment of indebtedness, and if income from the Center is insufficient to pay that indebtedness, the Center could be foreclosed upon by the mortgagee resulting in a loss of income and a decline in our total asset value. DuringUnder the yearPath endedForward DecemberPlan, 31,in addition to asset sales, we may consider defaulting on certain mortgage debt on our properties and giving such secured properties back to the lender. In April 2024, we diddefaulted not repayon the outstanding mortgage loan on our Santa Monica Place property on its maturity and, as a result, the loan is in default. WeIn areFebruary in2026, negotiationsone withof theour lenderjoint ventures defaulted on the termsoutstanding ofloan thisat non-recourseour loan.Twenty Ninth Street joint venture property on its maturity and, as a result, the loan is in default.

The price of our common stock on the NYSE constantly changes and has been subject to significant price fluctuations. Our stock price can fluctuate as a result of a variety of factors, many of which are beyond our control. These factors may include, but are not limited to, actual or anticipated variations in our operating results or dividends; our ability to meet the goals established under the Path Forward Plan; general market fluctuations, including potentially extreme increases or decreases in the market prices of certain of our publicly traded tenants, industry factors and general economic and geopolitical conditions and events, such as economic slowdowns or recessions, consumer confidence in the economy, government shutdowns, ongoing military conflicts and terrorist attacks; technical factors in the public trading market for our stock that may produce price movements that may or may not comport with macro, industry or company-specific fundamentals, including, without limitation, the sentiment of retail investors (including as may be expressed on financial trading and other social media sites), the amount and status of short interest in our securities and the potential for a “short squeeze” whereby short sellers are forced to cover their open positions, access to margin debt, trading in options and other derivatives on our common stock and other technical trading factors; changes in our funds from operations or earnings estimates; changes in the ability of our Centers to generate sufficient revenues to meet operating and other expenses; Anchor or tenant bankruptcies, closures, mergers or consolidations; local economic and real estate conditions in geographic locations where we have a high concentration of Centers; competition by public or private mall companies or others, including competition for both acquisition of Centers and for tenants to occupy space; the ability of our tenants to pay rent and meet their other obligations to us under current lease terms and our ability to lease space on favorable terms; the success of our acquisition and real estate development strategy; our ability to comply with the financial covenants in our debt agreements and the impact of restrictive covenants in our debt agreements; our access to financing; inflation and elevated interest rates; the potential impact of tariffs; the risk of our failure to qualify or maintain our status as a REIT; our ability to comply with our joint venture agreements and other risks associated with our joint venture investments; possible uninsured losses, including losses from casualty events or natural disasters, and possible environmental liabilities; adverse impacts from any future pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and on our financial condition and results of operations and the financial condition and results of operations of our tenants; a decision by any of our significant stockholders to sell substantial amounts of our common stock; any future issuances of equity securities; and the realization of any of the other risk factors included in this Annual Report on Form 10-K.

We own partial interests in property partnerships that own 1312 Joint Venture Centers and one development property,Centers, as well as several development sites. We may acquire partial interests in additional properties through joint venture arrangements. Investments in Joint Venture Centers involve risks different from those of investments in Wholly Owned Centers.

The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, the Operating Partnership. As of December 31, 2024,2025, the Operating Partnership owned or had an ownership interest in 4037 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers), twoand one community/power shopping centers and one redevelopment property.center. These 4338 Regional Retail Centers,Centers and community/power shopping centers and one redevelopment propertycenter consist of approximately 4339 million square feet of gross leasable area (“GLA”) and are referred to herein as the “Centers”. The Centers consist of consolidated Centers (“Consolidated Centers”) and unconsolidated joint venture Centers (“Unconsolidated Joint Venture Centers”) as set forth in “Item 2. Properties,” unless the context otherwise requires. The Company is a self-administered and self-managed REIT and conducts all of its operations through the Operating Partnership and the Management Companies.

The following discussion is based primarily on the consolidated financial statements of the Company for the years ended December 31, 2024,2025, 20232024 and 2022.2023. It compares the results of operations and cash flows for the year ended December 31, 20242025 to the results of operations and cash flows for the year ended December 31, 2023. Also included is a comparison of the results of operations and cash flows for the year ended December 31, 2023 to the results of operations and cash flows for the year ended December 31, 2022.2024. This information should be read in conjunction with the accompanying consolidated financial statements and notes thereto.

On December 27, 2023, the Company’s joint venture in One Westside sold the property, a 680,000 square foot office property in Los Angeles, California, for $700.0 million. The existing $324.6 million loan on the property was repaid, and $77.6 million of net proceeds were generated at the Company’s 25% ownership share, which were used to reduce the Company’s revolving loancredit facility. As a result of this transaction, the Company recognized its share of gain on sale of assets of $8.1 million.

The Company is under contract to sell WiltonLa MallCumbre Plaza, located in Santa Barbara, California, for $24.8$11.0 million, which is expected to close in the firstsecond halfquarter of 2025,2026, subject to customary closing conditions. This asset is unencumbered.

On September 11, 2023, the Company and Operating Partnership entered into an amended and restated credit agreement, which amended and restated their prior $525.0 million credit agreement, and provides for an aggregate $650.0 million revolving loancredit facility that matures on February 1, 2027, with a one-year extension option. Concurrently with the entry into the amended and restated credit agreement, the Company drew $152.0 million of the amount available under the revolving loancredit facility and used the proceeds to repay in full amounts outstanding under the Company’s prior credit facility. (See “Liquidity and Capital Resources”).

On April 9, 2024, the Company defaulted on the $300.0 million loan on Santa Monica Place. The Company ishas incompleted negotiationstransition withof the lenderproperty onto a receiver but is still the termsowner of this non-recourse loan.record.

On February 7, 2025, the Company's joint venture in Flatiron Crossing repaid in full the $14.5 million mezzanine loan and $14.5 million of the first mortgage, and obtained a 90-day extension for the remaining $140.5 million of the first mortgage. The mezzanine loan had an interest rate of SOFR plus 12.25% and the first mortgage hashad an interest rate of SOFR plus 2.90% for a weighted average aggregate interest rate of SOFR plus 3.70%. The interest rate on the first mortgage iswas SOFR plus 2.90% during the extension period. On March 28, 2025, the Company's joint venture in Flatiron Crossing repaid in full the remaining $140.5 million ($71.6 million at the Company's share) of the first mortgage, as discussed below.

The Company’s joint venture in Scottsdale Fashion Square, a 1,875,0001,879,000 square foot regional retail center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses. The total cost of the project is estimated to be between $84.0 million and $90.0 million, with $42.0 million to $45.0 million estimated to be the Company’s pro rata share. The Company has incurred $25.9approximately $34.0 million of the total $51.8$68.0 million incurred by the joint venture as of December 31, 2024.2025. The opening will be in phases which began in 2024, with anticipated completion in 2025.2027. The majority of tenants are expected to be open in 2026, with a few remaining tenants expected to open in early 2027.

The Company is redeveloping the northeast quadrant of Green Acres Mall, a 2,058,0001,913,000 square foot regional retail center in Valley Stream, New York. The project will include new exterior shops and facade totaling approximately 385,000375,000 square feet of leasing, including new grocery use, redevelopment of a vacant anchor building and demolition of another vacant anchor building. The total cost of the project is estimated to be between $120.0$130.0 million and $140.0$150.0 million. The Company has incurred approximately $19.7$43.2 million as of December 31, 2024.2025. The anticipatedmajority openingof isthe tenants are expected to open in 2026.2026 or 2027.

The Company’s joint venture in FlatIron Crossing, a 1,390,0001,399,000 square foot regional retail center in Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former Nordstrom store located on the property. The Company's ownership percentage is expected to be 43.4% in the residential portion of the development and 51.0% in the remainder of the property. The total cost of the project is estimated to be between $240.0$245.0 million and $260.0$265.0 million, with $120.0$125.0 million to $130.0$135.0 million estimated to be the Company’s pro rata share. The Company has incurred $9.1approximately $30.6 million of the total $17.9$64.2 million incurred by the joint venture as of December 31, 2024.2025. The anticipated opening will be in phases beginning in 2027.

In connection with the commencement of an “at the market” offering program on March 26, 2021, which is referred to as the “2021 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million. During the twelve months ended December 31, 2024, the Company sold 9.4 million shares of common stock for approximately $148.6 million of net proceeds through the 2021 ATM Program at a weighted average share price of $15.81. The 2021 ATM Program was fully utilized as of September 30,in 2024 and is no longer active.

In connection with the commencement of a separate “at the market” offering program on November 12, 2024, which is referred to as the “2024 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million. During the twelve months ended December 31, 2024, the Company sold 3.7 million shares of common stock for approximately $69.1 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.68. During the twelve months ended December 31, 2025, the Company sold 3.1 million shares of common stock for approximately $53.9 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.04. As of December 31, 2024,2025, the Company had approximately $429.3$374.1 million of gross sales of its common stock available under the 2024 ATM Program.

Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company's properties described above, including those related to the Redevelopment Properties, the Acquisition Property, the JV Transition Centers and the Disposition Properties (each as defined below).

For purposes of the discussion below, the Company defines "Same Centers" as those Centers that are substantially complete and in operation for the entirety of both periods of the comparison. Non-Same Centers for comparison purposes includeincludes a recently acquired property ("Acquisition Property"), those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to or from consolidated assets ("JV Transition Centers") and properties that have been disposed of ("Disposition Properties"). The Company moves a Center in and out of Same Centers based on whether the Center is substantially complete and in operation for the entirety of both periods of the comparison. Accordingly, the Same Centers consist of all Consolidated Centers, excluding the Redevelopment Properties, the JV Transition Centers, Santa Monica Place and the Disposition Properties for the periods of comparison. Santa Monica Place is excluded from Same Centers due to the Company's default on the non-recourse loan on April 9, 2024.2024 and the completion of the transition of the property to a receiver during the first quarter of 2025. The Company is still the owner of record of the property.

For the comparison of the year ended December 31, 20242025 to the year ended December 31, 2023, the Redevelopment Properties are Green Acres Mall and Fashion District Philadelphia. For the comparison of the year ended December 31, 2023 to the year ended December 31, 2022,2024, there are no Redevelopment Properties.

For the comparison of the year ended December 31, 20242025 to the year ended December 31, 2023,2024, the JV Transition Centers are Arrowhead Towne Center, Chandler Fashion Center, Lakewood Center, Los Cerritos Center, Washington Square,Square and South Plains Mall and the five former Sears parcels located at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square (See "Acquisitions" in Management's Overview and Summary), and for the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, the JV Transition Centers are the two former Sears parcels at Deptford Mall and Vintage Faire Mall, the five former Sears parcels at Chandler Fashion Center, Danbury Fair Mall, Freehold Raceway Mall, Los Cerritos Center and Washington Square..

For the comparison of the year ended December 31, 20242025 to the year ended December 31, 2023,2024, the Disposition Properties are The Oaks, The Marketplace at Flagstaff, Southridge Mall, SuperstitionWilton SpringsMall, PowerSouthpark Mall, Lakewood Center, TowneValley Mall and aMall, former department store parcelparcels at Valle Vista Mall in Harlingen, Texas and in Petaluma, California and the outparcel sales at Los Cerritos Mall in Los Cerritos, California and Washington Square in Portland, Oregon (See "Dispositions" in Management's Overview and Summary), and for the comparison of the year ended December 31, 2023 to the year ended December 31, 2022, the Disposition Properties are The Marketplace at Flagstaff, Superstition Springs Power Center and Towne Mall..

During the trailing twelve months ended December 31, 2024,2025, comparable tenant sales for spaces less than 10,000 square feet across the portfolio decreasedincreased by 0.4%1.2% relative to the twelve months ended December 31, 2023.2024. The leased occupancy rate of 94.0% at December 31, 2025 represented a 0.1% decrease from 94.1% at December 31, 2024 representedand a 0.6% increase from 93.5% at December 31, 2023 and a 0.4% sequential increase compared to the 93.7%93.4% occupancy rate at September 30, 2024.2025. Releasing spreads increased as the Company executed leases at an average rent of $67.74$69.77 for new and renewal leases executed compared to $62.27$65.39 on leases expiring, resulting in a releasing spread increase of $5.47$4.38 per square foot, or 8.8%,6.7%, for the trailing twelve months ended December 31, 2024.2025. This was the Company's thirteenthseventeenth consecutive quarter of positive base rent leasing spreads.

The Company continues to renew or replace leases that are scheduled to expire in 2025,2026, however, due to a variety of factors, the Company cannot be certain of its ability to sign, renew or replace leases expiring in 20252026 or beyond. These leases that are scheduled to expire represent approximately 1.4 million840,000 square feet of the Centers, accounting for 23.25%14.65% of the GLA of mall stores and freestanding stores, for spaces 10,000 square feet and under, as of December 31, 2024.2025. These calculations exclude Centers under development or redevelopment and property dispositions (See “Acquisitions,” "Dispositions" and "Redevelopment and Development Activities" in Management's Overview and Summary), and include square footage of Centers owned by joint ventures at the Company’s share.

•Deleverage the capital structure, with a focus on reducing the Company’s Net Debt to Adjusted EBITDA leverage ratio over the next threetwo to fourthree years;

•Deliver a post-deleveraging Funds From Operations (“FFO”) launch point goal over the next threetwo to fourthree years;

•Position the Company to take an offensive stance on strategic acquisitions, reinvestment and selectedtargeted development.

The Company may achieve these goals through a variety of methods and the timing, extent and impact of any transactions that the Company has or will undertake while implementing the Path Forward Plan may vary and evolve. In order to deleverage its capital structure, the Company may pursue asset dispositions and acquisitions, experience organic growth in EBITDA as tenants in its lease pipeline open for business, be selective about undertaking new development and redevelopment projects, and/or issue common stock. Asset sales will focus on whether a property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the Company’s properties and giving possession of such secured properties to the lender. Additionally, as part of the Path Forward Plan, the Company is targeting for disposition certain outparcels, freestanding retail assets, non-enclosed mall assets and vacant land. The Company also began acquiring properties in June 2025 with the acquisition of Crabtree Mall and will continue to look for other strategic acquisition opportunities that would complement the Company's portfolio.

Further, the Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of regional retail centers. Although the majoritysome of the key performance indicators at the Centers continued to improve during 2024,2025, operating results havein been2025 were and are expected to continue to be negatively impacted by certain external factors, including sustained inflationinflation, tariffs and elevated interest rates, as well as the impact from the 2024 bankruptcybankruptcies of ExpressExpress, Forever 21 and Claire's, and resulting store closures, and any future tenant bankruptcies.

Traffic levels at the Company’s Centers for 2025 were flat compared to 2024 increased 1.6% over 2023 levels. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the trailing twelve months ended December 31, 20242025 decreasedincreased by 0.4%1.2% compared to the same period in 2023.2024. Portfolio tenant sales per square foot for spaces less than 10,000 square feet for the trailing twelve months ended December 31, 20242025 were $837$881 compared to $836$837 for the twelve months ended December 31, 2023.2024.

During 2024,2025, the Company signed 8801,199 new and renewal leases for approximately 3.77.1 million square feet, compared to 763819 leases and 3.83.9 million square feet signed during 2023.2024. This leasing volume represented a 15.3%46% increase in the number of leases and aan 3.9%85% decreaseincrease in the amount of square footage leased compared to the same period in 20232024 on a comparable center basis.

As of December 31, 2024,2025, the leased occupancy rate increaseddecreased to 94.1%,94.0%, a 0.6%0.1% increasedecrease compared to the leased occupancy rate of 93.5%94.1% at December 31, 20232024 and a 0.4%0.6% sequential increase compared to the leased occupancy rate of 93.7%93.4% at September 30, 2024.2025.

Many of the Company’s leases contain co-tenancy clauses. Certain Anchor or small tenant closures have become permanent, whether caused by the pandemic or otherwise,vacant, and co-tenancy clauses within certain leases may be triggered as a result. The Company does not anticipate that the negative impact of such clauses on lease revenue will be significant.

The Company is involved in the acquisition, ownership, development, redevelopment, management and leasing of regional and community/power shopping centers located throughout the United States. The Company is the sole general partner of, and owns a majority of the ownership interests in, The Macerich Partnership, L.P. (the "Operating Partnership"). As of MarchJune 31,30, 2026, the Operating Partnership owned or had an ownership interest in 37 regional retail centers (including office, hotel and residential space adjacent to these shopping centers) and one community/power shopping center. These 3837 regional retail centers and one community/power shopping center consist of approximately 3940 million square feet of gross leasable area ("GLA") and are referred to herein as the "Centers". The Centers consist of consolidated Centers ("Consolidated Centers") and unconsolidated joint venture Centers ("Unconsolidated Joint Venture Centers"), unless the context otherwise requires. The property management, leasing and redevelopment of the Company's portfolio is provided by the Company's seven management companies (collectively referred to herein as the "Management Companies"). The Company is a self-administered and self-managed real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Management Companies.

The following discussion is based primarily on the consolidated financial statements of the Company for the three and six months ended MarchJune 31,30, 2026 and 2025. It compares the results of operations for the three months ended MarchJune 31,30, 2026 to the results of operations for the three months ended MarchJune 31,30, 2025. It also compares the results of operations and cash flows for the threesix months ended MarchJune 31,30, 2026 to the results of operations and cash flows for the threesix months ended MarchJune 31,30, 2025.

On April 30, 2026, the Company acquired Annapolis Mall, a 1,438,000 square foot regional retail center totaling approximately 1.5 million square feet in Annapolis, Maryland, for a total purchase price of $260.0 million and the adjacent 13.1 acre vacant Sears parcel for $12.0 million. The acquisition was initially funded with cash on hand and $150.0 million of borrowings on the Company's revolving credit facility.facility (See "Other Transactions and Events" and Note 14—Acquisitions in the Notes to the Consolidated Financial Statements).

On August 20, 2025, the Company closed on the sale of Valley Mall in Harrisburg,Harrisonburg, Virginia, for $22.1 million, which resulted in a gain on sale of assets of $0.3 million. This asset was unencumbered. The Company used the net proceeds of approximately $20.9 million from this sale for general corporate purposes.

On November 17, 2025, the Company sold an outparcel at Los Cerritos MallCenter in Los Cerritos, California for $5.0 million, which resulted in a loss on sale of assets of $0.2 million. The Company used the net proceeds to pay down a portion of the debt at the property of $4.5 million.

For the threesix months ended MarchJune 31,30, 2026, the Company sold a land parcel at Washington Square in Portland, Oregon, for $13.0 million, resulting in the Company’s share of the gain on sale of land of $10.1 million. The Company used its share of the proceeds from this sale of $12.4 million for general corporate purposes.

On April 7, 2026, the Company’s joint venture in Deptford Mall replaced the existing $131.2 million loan ($66.9 million at the Company’s pro rata share) loan on Deptford Mall with a new $115.0 million interest only loan ($58.7 million at the Company’s pro rata share) that bears interest at a fixed rate of 6.95% and matures on May 6, 2031.

The Company’s joint venture in Scottsdale Fashion Square, a 1,875,0001,862,000 square foot regional retail center in Scottsdale, Arizona, is redeveloping a two-level Nordstrom wing with luxury-focused retail and restaurant uses. The total cost of the project is estimated to be between $84.0 million and $90.0 million, with $42.0 million to $45.0 million estimated to be the Company’s pro rata share. The Company has incurred approximately $34.3$36.5 million of the total $68.6$73.1 million incurred by the joint venture as of MarchJune 31,30, 2026. The opening will be in phases which began in 2024, with anticipated completion in 2027. The majority of tenants are expected to be open in 2026, with a few remaining tenants expected to open in early 2027.

The Company is redeveloping the northeast quadrant of Green Acres Mall, a 1,899,0001,895,000 square foot regional retail center in Valley Stream, New York. The project will include new exterior shops and facade totaling approximately 375,000 square feet of leasing, including new grocery use, redevelopment of a vacant anchor building and demolition of another vacant anchor building. The total cost of the project is estimated to be between $130.0 million and $150.0 million. The Company has incurred approximately $51.8$67.0 million as of MarchJune 31,30, 2026. The majority of the tenants are expected to open in 2026 or 2027.

The Company’s joint venture in FlatIron Crossing, a 1,400,0001,392,000 square foot regional retail center in Broomfield, Colorado, is developing luxury, multi-family residential units, new/repurposed retail and food and beverage uses, and a community plaza, in addition to the redevelopment of the vacant former Nordstrom store located on the property. The Company's ownership percentage is 43.4% in the residential portion of the development and 51.0% in the remainder of the property. The total cost of the project is estimated to be between $245.0 million and $265.0 million, with $125.0 million to $135.0 million estimated to be the Company’s pro rata share. The Company has incurred approximately $37.8$45.8 million of the total $80.0$97.1 million incurred by the joint venture as of MarchJune 31,30, 2026. The anticipated opening will be in phases beginning in 2027.

The Company declared a cash dividend of $0.17 per share of its common stock for each quarter of 2025.2025 On February 12, 2026,and the Company announced a first quartertwo cash dividendquarters of $0.17 per share of its common stock, which was paid on March 30, 2026 to stockholders of record on March 16, 2026. On MayAugust 4, 2026, the Company announced a secondthird quarter cash dividend of $0.17 per share of its common stock, which will be paid on JuneSeptember 29,28, 2026 to stockholders of record on JuneSeptember 15,14, 2026. The dividend amount will be reviewed by the Board on a quarterly basis.

In connection with the commencement of an “at the market” offering program on November 12, 2024, which is referred to as the “2024 ATM Program,” the Company entered into an equity distribution agreement with certain sales agents pursuant to which the Company may issue and sell shares of its common stock having an aggregate offering price of up to $500.0 million. During the twelve months ended December 31, 2025, the Company sold 3.1 million shares of common stock for approximately $53.9 million of net proceeds through the 2024 ATM Program at a weighted average price of $18.04. During the threesix months ended MarchJune 31,30, 2026, the Company sold 3.54.5 million shares of common stock for approximately $65.5$83.8 million of net proceeds through the 2024 ATM Program at a weighted average price of $19.00.$19.21. As of MarchJune 31,30, 2026, the Company had approximately $307.3$288.5 million of gross sales of its common stock available under the 2024 ATM Program. Subsequent to quarter end, the Company sold 0.9 million shares of common stock for approximately $18.3 million of net proceeds through the 2024 ATM Program at a weighted average price of $19.99 per share.

Many of the variations in the results of operations, discussed below, occurred because of the transactions affecting the Company’s properties described in Management’s Overview and Summary above, including those related to the Redevelopment Properties, the Acquisition Property,Properties, the JV Transition Centers and the Disposition Properties (each as defined below).

For purposes of the discussion below, the Company defines “Same Centers” as those Centers that are substantially complete and in operation for the entirety of both periods of the comparison. Non-Same Centers for comparison purposes includes a recently acquired propertyproperties ("Acquisition PropertyProperties"), those Centers or properties that are going through a substantial redevelopment often resulting in the closing of a portion of the Center (“Redevelopment Properties”), those properties that have recently transitioned to or from equity method joint ventures to or from consolidated assets ("JV Transition Centers") and properties that have been disposed of (“Disposition Properties”). The Company moves a Center in and out of Same Centers based on whether the Center is substantially complete and in operation for the entirety of both periods of the comparison. Accordingly, the Same Centers consist of all Consolidated Centers, excluding the Redevelopment Properties, the JV Transition Centers, Santa Monica Place and the Disposition Properties, for the periods of comparison. Santa Monica Place is excluded from Same Centers due to the Company's default on the non-recourse loan on April 9, 2024 and the completion of the transition of the property to a receiver during the first quarter of 2025. The Company is still the owner of record of the property.

For the comparison of the three and six months ended MarchJune 31,30, 2026 to the three and six months ended MarchJune 31,30, 2025, the Acquisition PropertyProperties isare Crabtree Mall and Annapolis Mall (See “Acquisitions” in Management’s Overview and Summary). The Disposition Properties are Wilton Mall, SouthparkSouthPark Mall, Lakewood Center, Valley Mall, a former department store parcel in Petaluma, California and the outparcel sales at Los Cerritos MallCenter in Los Cerritos, California and Washington Square in Portland, Oregon (See "Dispositions" in Management’s Overview and Summary). For the comparison of the three and six months ended MarchJune 31,30, 2026 to the three and six months ended MarchJune 31,30, 2025, there are no Redevelopment Properties or JV Transition Centers.

During the trailing twelve months ended MarchJune 31,30, 2026, comparable tenant sales for spaces less than 10,000 square feet across the portfolio increased by 3.8%3.1% relative to the firstsame quarterperiod of 2025. The leased occupancy rate of 93.4%94.0% at MarchJune 31,30, 2026 represented a 0.8%2.0% increase from 92.6%92.0% at MarchJune 31,30, 2025 and a 0.6% sequential decreaseincrease compared to the 94.0%93.4% occupancy rate at DecemberMarch 31, 2025.2026.

As of MarchJune 31,30, 2026, the Company has executed renewal leases or commitments on 90%93% of its square footage expiring in 2026, that is anticipated to renew, which leases are expected to commence throughout 2026 and 2027 and another 9%6% of such expiring space is in the letter of intent stage. Excluding those leases, the remaining leases expiring in 2026, which represent approximately 16,00023,000 square feet of the Centers, are in the prospecting stage.

During the quarter ended MarchJune 31,30, 2026, the Company signed 93108 new leases and 176119 renewal leases comprising approximately 1.61.3 million square feet of GLA. The average tenant allowance was $49.65$49.21 per square foot.

The Company may achieve these goals through a variety of methods and the timing, extent and impact of any transactions that the Company has or will undertake while implementing the Path Forward Plan may vary and evolve. In order to deleverage its capital structure, the Company may pursue asset dispositions and acquisitions, experience organic growth in EBITDA as tenants in its lease pipeline open for business, be selective about undertaking new development and redevelopment projects, and/or issue common stock. Asset sales will focus on whether a property is core to the Company’s strategy and may include defaulting on certain mortgage debts on the Company’s properties and giving possession of such secured properties to the lender. Additionally, as part of the Path Forward Plan, the Company is targeting for disposition certain outparcels, freestanding retail assets, non-enclosed mall assets and vacant land. The Company also began acquiring properties in June 2025 with the acquisition of Crabtree Mall and the recent acquisition of Annapolis Mall,Mall in April 2026, and will continue to look for other strategic acquisition opportunities that would complement the Company's portfolio.

As a further update to the Company’s Path Forward Plan and to provide a strategic disposition plan that refines the portfolio and creates a more focused platform for growth, the Company identified the following Centers as the go-forward portfolio Centers as of MarchJune 31,30, 2026 (the “Go-Forward Portfolio Centers”). The Go-Forward Portfolio Centers are subject to change.

Further, the Company has a long-term four-pronged business strategy that focuses on the acquisition, leasing and management, redevelopment and development of regional retail centers. Although some of the key performance indicators at the Centers continued to improve during 2025 and the first quarterhalf of 2026, operating results in 2026 have been and are expected to continue to be negatively impacted by certain external factors, including sustained inflation, tariffs and elevated interest rates, as well as the impact from the bankruptcies of Express, Forever 21 and Claire's, and resulting store closures, and any future tenant bankruptcies.

Traffic levels at the Company’s Centers for the first quarterhalf of 2026 increasedwere byflat 0.5%compared fromto 2025 levels for the same time period. Portfolio tenant sales per square foot from spaces less than 10,000 square feet for the trailing twelve months ended MarchJune 31,30, 2026 were $899$919 compared to $881$849 for the yeartrailing twelve months ended DecemberJune 31,30, 2025. Comparable tenant sales from spaces less than 10,000 square feet across the portfolio for the quarter ended MarchJune 31,30, 2026 increased by 3.8%3.2% compared to the same period in 2025.

During the first quarterhalf of 2026, the Company signed 269496 leases for approximately 1.612.9 million square feet, compared to 295625 leases and 1.574.2 million square feet leased during the firstsame quarter of 2025, representing a 2.5% increaseperiod in the2025. amountNew ofdeal square footage leasedis onup a comparable center basis, excluding a 900,000276,000 square footfeet multi-locationor anchor29% renewalcompared package executed into the same prior-year period.

The Company believes that diversity of use within its tenant base has been, and will continue to be, a prominent internal growth catalyst at its Centers going forward, as new uses enhance the productivity and diversity of the tenant mix and have the potential to significantly increase customer traffic at the applicable Centers. During the quarter ended MarchJune 31,30, 2026, the Company signed leases for new stores with new-to-Macerich portfolio uses for 80,000252,000 square feet, with another 359,000291,000 square feet of such new-to-Macerich portfolio leases currently in negotiation as of the date of this Quarterly Report on Form 10-Q.

As of MarchJune 31,30, 2026, the leased occupancy rate was 93.4%,94.0%, a 0.8%2.0% increase compared to the leased occupancy rate at MarchJune 31,30, 2025 of 92.6%92.0% and a 0.6% sequential decreaseincrease compared to the 94.0%93.4% occupancy rate at DecemberMarch 31, 2025.2026.

During 2026, the Company expects to generate positive cash flow after recurring operating capital expenditures, leasing capital expenditures and payment of dividends. This assumption does not include any potential capital generated from dispositions, refinancings or issuances of common stock. To the extent available, any excess cash flow may be used to fund the Company’s development and redevelopment pipeline, fund acquisitions and/or de-lever the Company’s balance sheet.

Interest rates have increased, and may continue to increase, the cost of the Company’s borrowings due to its outstanding floating-rate debt and have led, and may continue to lead, to higher interest rates on new fixed-rate debt. While interest rates have begun to decrease, they remain elevated andelevated, the Company expects to incur increased interest expense from the refinancing or extension of loans that may currently carry below-market interest rates. In certain cases, the Company has limited, and may continue to limit, its exposure to interest rate fluctuations related to a portion of its floating-rate debt by using interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow the Company to replace floating-rate debt with fixed-rate debt in order to achieve its desired ratio of floating-rate to fixed-rate debt. However, any interest rate cap or swap agreements that the Company enters into may not be effective in reducing its exposure to interest rate changes.

Comparison of Three Months Ended MarchJune 31,30, 2026 and 2025

Leasing revenue decreasedincreased by $9.7$0.7 million, or 4.1%,0.3%, from 2025 to 2026. The decreaseincrease in leasing revenue is attributed to decreasesincreases of $16.4$16.3 million from the DispositionAcquisition Properties,Properties $2.3and $1.1 million from the Same Centers offset in part by decreases of $13.5 million from the Disposition Properties and $2.2$3.2 million from Santa Monica Place offset in part by $11.2 million from the Acquisition Property.Place. Leasing revenue includes the amortization of above and below-market leases, the amortization of straight-line rents, lease termination income, percentage rent and the recovery of bad debts. The amortization of above and below-market leases increaseddecreased from $1.0$2.0 million in 2025 to $1.4$0.4 million in 2026. Straight-lineThe amortization of straight-line rents increased from $(0.3)$0.8 million in 2025 to $1.3$2.0 million in 2026. Lease termination income decreased from $4.9$0.6 million in 2025 to $0.1$0.3 million in 2026. Percentage rent increaseddecreased from $4.3$4.1 million in 2025 to $5.9$3.7 million in 2026. Provisions for bad debts decreasedincreased from $1.6$0.8 million in 2025 to $1.2$1.9 million in 2026.2026 of which $0.7 million of the increase related to Santa Monica Place.

Shopping center and operating expenses decreased $1.9 million, or 2.2%,2.4%, from 2025 to 2026. The decrease in shopping center and operating expenses is attributed to a decreasedecreases of $6.3$4.1 million from the Disposition Properties and $1.8 million from the Same Centers offset in part by increasesan increase of $3.0$3.8 million from the Acquisition Property, $1.0 million from Santa Monica Place and $0.4 million from the Same Centers.Properties.

Depreciation and amortization decreased $9.5$11.8 million from 2025 to 2026. The decrease in depreciation and amortization is attributed to decreases of $8.3$14.5 million from the Same Centers, $6.8$11.0 million from the Disposition Properties and $0.7$1.4 million from Santa Monica Place offset in part by an increase of $6.3$15.1 million from the Acquisition Property.Properties.

Interest expense decreased $1.6$7.5 million from 2025 to 2026. The decrease in interest expense is attributed to decreases of $6.1$12.0 million from the Disposition Properties, $1.4$0.6 million from the Same Centers and $0.4 million from lower outstanding balances on the Company's revolving credit facility offset in part by increases of $5.3 million from the Acquisition Properties and $0.2 million from Santa Monica Place offset in part by increases of $3.5 million from the Same Centers and $2.6 million from the Acquisition Property.Place.

Equity in loss of unconsolidated joint ventures increased $9.1$13.8 million from 2025 to 2026. The increase in equity in loss of unconsolidated joint ventures is primarily due to an impairment loss of $8.0 million recognized in 2026 as a result of the reduction in the estimated holding period of a property held by a certain unconsolidated joint venture and income received from legal claims settlements in 2025 that did not recur in 2026.2025.

Gain (loss) on sale or write down of assets, net increased $20.8$37.9 million from 2025 to 2026. The increase is primarily due to the gains recognized in 2026 of $10.1 million relating to the sale of an outparcel at Washington Square offsetand in part by $3.1$6.6 million relating to the write offsale of developmentthe costsCompany's ownership interest in 2026West Acres and impairment losses in 2025 of $13.3$26.2 million recognized as a result of the reduction in the estimated holding period of certain properties.

Net loss decreased $14.3$29.0 million from 2025 to 2026. The decrease in net loss is primarily due to the gains recognized in 2026 of $10.1 million relating to the sale of an outparcel at Washington Square and $6.6 million relating to the sale of the Company's ownership interest in West Acres and impairment losses in 2025 of $26.2 million recognized as a result of the reduction in the estimated holding period of certain properties along with the other variances noted above.

Primarily as a result of the factors mentioned above, FFO attributable to common stockholders and unit holders, as adjusted,adjusted—diluted, increased 2.9%8.0% from $89.8$178.5 million in 2025 to $92.4$192.8 million in 2026. For a reconciliation of net loss attributable to the Company, the most directly comparable GAAP financial measure, to FFO attributable to common stockholders and unit holders—diluted, and FFO attributable to common stockholders and unit holders, as adjusted,diluted,adjusted—diluted, see "Funds From Operations ("FFO")" below.

Cash used in investing activities decreasedincreased $28.3$78.1 million from 2025 to 2026. The decreaseincrease in cash used in investing activities is primarily attributed to decreases in contributions to unconsolidated joint ventures of $82.7 million and development, redevelopment and renovation of $4.1 million offset in part by decreases of $13.6 million from distribution from unconsolidated joint ventures and $11.8$74.5 million from proceeds from sale of assets and $9.2 million from distributions from unconsolidated joint ventures and increases of $21.8$36.2 million in property improvementsimprovements, $19.3 million in development, redevelopment and $10renovation offset in part by a decrease of $65.9 million relatedfrom contributions to aunconsolidated depositjoint on acquisition of property.ventures. The decrease in contributions to unconsolidated joint ventures is primarily due to contributions to Flatiron Crossing in 2025 to payoff the remaining loan balance (See “Financing Activities” in Management’s Overview and Summary).