Macerich : Mac 25 AR FinalPrint 042026

Published: 2026-04-22 16:53:38 ET MAC

Published on 04/22/2026 at 04:53 pm EDT

ANNUAL REPORT

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Steven R. Hash

Retired President and Chief Operating Officer of Renaissance Macro Research, LLC

Enrique Hernandez, Jr.

Executive Chairman

of Inter-Con Security Systems, Inc.

Daniel J. Hirsch

Principal at Anzu Partners

Jackson Hsieh

President and Chief Executive Officer of The Macerich Company

Diana M. Laing

Retired Chief Financial Officer of American Homes 4 Rent

Marianne Lowenthal

President and Sole Principal of Granadier Co.

Devin I. Murphy

Retired President of Phillips Edison & Company

Andrea M. Stephen

Retired Executive Vice President, Investments of The Cadillac Fairview Corporation Limited

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Jackson Hsieh

President and Chief Executive Officer

Douglas J. Healey

Senior Executive Vice President, Head of Leasing

Ann C. Menard

Senior Executive Vice President, Chief Legal and Administrative Officer and Secretary

Daniel E. Swanstrom II

Senior Executive Vice President, Chief Financial Officer and Treasurer

2 | 20 25 ANNU AL REPORT

MACERICH ANNUAL REPORT

For Macerich, 2025 was a pivotal year - defined by strong execution and meaningful progress toward the objectives in our five-year Path Forward Plan. We entered the year with clear priorities: simplify the business, drive operational performance and reduce leverage. I am pleased to report that we delivered substantial progress against each pillar, demonstrating that our Path Forward Plan has evolved from a blueprint into a proven operating model.

Here are our major accomplishments in 2025 and further details on our march toward 2028 goals:

Leasing continues to be the powerful engine driving our Path Forward Plan. In 2025, we signed

7.1 million square feet of new and renewal leases on a comparable center basis, an 85% increase over full year 2024, setting a new company record. Our leasing speedometer, which tracks revenue completion percentage for all new leasing activity required to achieve the leasing components of our five-year plan, was at 76% when we reported full year 2025 results, exceeding our 2025 year-end target of 70%. We're on track for our mid-2026 target of 85%, signaling substantial completion of the leasing component of our plan. Importantly, we are achieving our target market rent assumptions in the plan.

Our signed-not-open (SNO) pipeline has grown to approximately $107 million, exceeding our 2025 year-end target of $100 million. This is relative to our total cumulative SNO opportunity of approximately

$140 million in excess of the revenue generated in 2024. Of the $140 million of total SNO, the estimated incremental annual contribution is $30 million in 2026,

$40 million to $45 million in 2027 and $45 million to

$50 million in 2028, with $20 million realized in 2025.

Anchors are a core component of our strategy, acting as catalysts that drive traffic, extend dwell time and unlock in-line leasing in our centers. We targeted

30 anchor and big box replacements in our Path Forward Plan, and I'm delighted to report that all 30 are now committed. We have five anchors open, five under construction, 11 executed and nine with leases out. These 30 anchors total 2.9 million square feet and are expected to generate approximately

$750 million in annual tenant sales.

In 2025, we opened our first DICK'S House of Sport store at Freehold Raceway Mall in the former Lord & Taylor box. This early November grand opening was one of the best in the brand's entire 35-store chain. We've seen an increase in traffic, not only in its wing, but also throughout the property. And this has already had a positive effect on leasing space outside the DICK'S location on both levels of the center.

20 25 ANNU AL REPORT | 3

The Go-Forward Portfolio tenant sales per square foot for spaces under 10,000 square feet for the twelve months ended December 31, 2025 reached $921 per square foot, setting a new company record since our IPO1. We opened 1.3 million square feet of new stores during the year, including 416,000 square feet in the fourth quarter alone. Traffic for 2025 was in line with 2024. We have early commitments on 80% of 2026 expirations, with another 16% in LOI - an unprecedented level of visibility this far in advance and an important element of derisking our renewal pipeline.

Retailer demand remains exceptionally strong. In 2025, we reviewed and approved 40% more leases and 30% more square footage than in 2024. Demand is healthy across traditional retail, international concepts, experiential uses, entertainment, wellness, food and beverage and emerging brands. We continue to attract leading retailers such as Abercrombie & Fitch, Alo Yoga, American Eagle, Apple, Aritzia, Edikted, gorjana, lululemon, Warby Parker and Zara. The depth and breadth of retailer demand we are seeing today is unmatched in recent years and underscores both the strength of our sector and the quality of Macerich's pure-play Class A portfolio.

our Path Forward Plan. To date, we've completed approximately $1.3 billion of mall and outparcel sales toward our $2 billion disposition target.

We also made significant progress reducing leverage. Net debt to EBITDA declined to 7.78x at year end -one full turn lower than at the outset of the plan. We addressed all 2025 debt maturities and a substantial portion of those scheduled for 2026, and we believe we have a clear plan to address the remaining 2026 debt maturities. Liquidity remains strong at approximately $990 million, including $650 million of revolver capacity at year end. Subsequent to year end, we closed an amended and restated revolving credit facility that increased the size of the facility to $900 million, extended the maturity from January 2027 to March 2030 (inclusive of a 12-month extension option) and lowered the current pricing grid from a spread range of 200 to 250 basis points over SOFR to 180 to 220 basis points over SOFR. Upon the achievement of certain performance thresholds, the spreads will be further reduced to a range of 135 to 165 basis points over SOFR.

We believe we have a clear path to reduce leverage to the low to mid 6x range over the next couple of years through a combination of asset dispositions and the incremental NOI expected from NOI growth, major development projects and other redevelopment. Overall, I am very pleased with our strong progress to date on our Path Forward Plan objectives to reduce leverage, refine the portfolio and strengthen the balance sheet.

1 The Company's "Go-Forward Portfolio Centers" represent the assets included

We continue to make strong progress on leverage reduction and balance sheet initiatives detailed in

in the Go-Forward Portfolio as described in the Path Forward Plan, which can be found on the Company's website at investing.macerich.com. The Go-Forward Portfolio Centers are subject to change.

MACERICH IS HOME FOR DICK'S HOUSE OF SPORT

Macerich welcomes DICK'S House of Sport - and all the traffic, energy and excitement this groundbreaking retail concept brings with it. Freehold Raceway Mall is now open, with four additional stores under planning and/ or construction at Crabtree, Tysons Corner Center, Washington Square and Valley River Center. More announcements are coming soon about additional Macerich properties that DICK'S House of Sport will call home.

4 | 20 25 ANNU AL REPORT

Our success in leasing and dispositions enabled us to pursue select growth opportunities that are accretive to the Path Forward Plan. Our acquisition of Crabtree in June 2025 is a clear example, purchased at an attractive NOI yield with additional upside. The initial yield, based on 2025 estimated NOI, was approximately 11%, or 12.5% including SNO. The asset is already demonstrating strong leasing momentum, with new tenant discussions underway and major existing tenants reinvesting under our ownership. We continue to evaluate additional opportunities with the same disciplined approach, ensuring any future acquisition enhances our long-term targets and fits within the value creation framework we have built. Earlier this year, we strengthened that effort by welcoming David Keane as our new EVP of Investments, adding meaningful expertise as we look to replicate the success we are delivering at Crabtree.

As we look ahead, the key operational milestones achieved in 2025 position Macerich for continued progress toward our Path Forward Plan goals. Entering 2026, I have tremendous confidence in our trajectory. The heavy lifting to derisk the Path Forward Plan is substantially complete, and our focus in 2026 now shifts to execution and conversion.

Our key focus areas for 2026 include:

Completing the new leasing pipeline: We are tracking a total of 1,000 new deals in this plan. We now have 650 new deals open, executed or in lease documentation. Our focus for this year is to complete the remaining 350 new leases, representing 1.6 million square feet. We believe we have a clear line of sight to achieving this goal, with 150 already in the LOI stage, supported by an operating model in which our team, technology and processes are fully aligned for efficient execution. With 90% of the remaining space in A/B/C rated locations and roughly two-thirds within our Fortress and Fortress Potential assets, we expect the path to full pipeline conversion remains highly achievable.

CRABTREE IS RIPE FOR NOI GAINS

At Crabtree in fast-growing Raleigh, North Carolina, targeted renovations and the new DICK'S House of Sport opening this year add to the palpable momentum at this high-potential property, which Macerich acquired in June 2025.

Retailer confidence in Macerich is evident, including the recent announcement by Belk that it is consolidating its two locations at Crabtree into a full store remodel and long-term lease extension of its flagship location at the east end of the property. The new store by this leading Southeastern retail brand will include a wine and coffee bar, personal shopper studio and other amenities that will complement the remerchandising and leasing initiatives Macerich already has underway.

Importantly, Macerich has already secured a commitment for backfilling the second Belk anchor store with an in-demand entertainment concept. Adding to the very productive Macy's store, we believe these moves solidify the asset for the long term and pave the way for generating attractive NOI growth at the property.

20 25 ANNU AL REPORT | 5

Scottsdale Fashion Square | Scottsdale, AZ

Solidifying 2026 and 2027 renewals: We are actively derisking 2026 by prioritizing the remaining lease expirations and pulling forward 2027 renewals, strengthening visibility into our near-term plan. This disciplined approach helps position us to achieve 88% permanent occupancy in 2028 and reinforces our pricing power as a landlord at completion of the plan.

Achieving rent commencement dates: We are focused on delivering rent commencements by getting tenants built out, open and paying on time, while creating a seamless launch for our tenants. Our tenant coordination team partners closely with tenants to manage timelines, reduce friction and make the process a win for both sides.

Completing the remaining dispositions: We are focused on completing the remaining $200 million to $300 million of Eddy mall dispositions while continuing to maximize shareholder value on outparcel sales, including through targeted entitlements and lease extensions. This disciplined blocking and tackling is essential to achieving our target leverage metrics and completing the plan with a stronger, more focused portfolio.

Evaluating new acquisitions: We continue to evaluate new acquisition opportunities that are accretive to both our plan and our portfolio, leveraging an operating platform uniquely positioned to execute disciplined transactions that fit our parameters.

By executing against these priorities, we are creating a portfolio structurally positioned for strong, durable

growth. The cumulative impact will be a company set to exit the plan with a stronger balance sheet, a clear and enduring engine of multiyear NOI growth and a high-quality Go-Forward Portfolio anchored by high traffic centers in markets where retailers actively want to grow. We are differentiated by a competitive edge rooted in irreplaceable real estate, deep retailer relationships and an operating platform capable of executing at scale. Together, these strengths position us to deliver consistent performance and unlock the meaningful value embedded in the portfolio as we move through 2026 to 2028.

I want to thank our Macerich people for their hard work, extraordinary dedication and ability to embrace change to reach new heights of performance. I also want to thank our Board of Directors and shareholders for their continuing confidence in management and our Path Forward Plan.

This is an exciting time for our company, and all of us are optimistic about Macerich's bright future.

Best,

Jack Hsieh

President and Chief Executive Officer

6 | 20 25 ANNU AL REPORT

Tysons Corner Center | Tysons, VA

20 25 ANNU AL REPORT | 7

Reconciliation of Net Loss Attributable to the Company to Adjusted EBITDA for the Year Ended December 31, 2025:

Net loss attributable to the Company

($197,149)

Interest expense - consolidated assets

283,542

Interest expense - unconsolidated joint ventures (pro rata)

83,101

Depreciation and amortization - consolidated assets

357,083

Depreciation and amortization - unconsolidated joint ventures (pro rata)

114,214

Noncontrolling interests in the OP

(8,344)

Less: Interest expense and depreciation and amortization allocable to noncontrolling interests in consolidated joint ventures

(3,732)

Loss on sale or write down of assets, net - consolidated assets

123,417

Gain on sale or write down of assets, net -unconsolidated joint ventures (pro rata)

(8,299)

Add: Noncontrolling interests share of loss on sale or write-down of consolidated joint ventures, net

(42)

Income tax benefit

(2,193)

Distributions on preferred units

348

Adjusted EBITDA

$741,946

As of December 31, 2025 (Unaudited; Dollars in Thousands, at Company's Pro Rata Share):

Total Company's Pro Rata Share of Debt

$6,590,774

Less: Cash, including joint ventures at the Company's share

(321,668)

Restricted Cash, including joint ventures at the Company's share

(108,026)

Exclude: Restricted Cash that is not loan cash collateral

48,458

Less: Debt for Santa Monica Place (lender-controlled)

(300,000)

Net Debt

5,909,538

Adjusted EBITDA (trailing twelve months)

$741,946

Plus: Leasing expenses (trailing twelve months)

49,333

Plus: EBITDA Impact from investment (gains)/losses on

non-real estate investments (trailing twelve months)

5,894

Plus: adjustment for acquisitions and dispositions (trailing twelve months)

(19,925)

Plus: Other adjustments (trailing twelve months)

(17,398)

Adjusted EBITDA, as further modified (trailing twelve months)

$759,850

Net Debt to Adjusted EBITDA, as further modified

7.78x

Washington, D.C. 20549

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2025 OR

□ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM TO

Commission File No. 1-12504

(Exact name of registrant as specified in its charter)

Maryland 95-4448705

(State or other jurisdiction of incorporation or organization)

(I.R.S. Employer Identification Number)

401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401

(Address of principal executive office, including zip code) (Zip Code)

(310) 394-6000

(Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Securities Act:

Title of each class Trading Symbol(s) Name of each exchange on which registered

Common Stock, $0.01 Par Value MAC New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act Yes È No '

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act Yes ' No È

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes È No '

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes È No '

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act:

Large accelerated filer È Accelerated Filer ' Non-Accelerated Filer ' Smaller Reporting Company '

Emerging Growth Company '

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. '

Indicate by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. È

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. '

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). '

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ' No È

The aggregate market value of voting and non-voting common equity held by non-affiliates of the registrant was approximately $4.1 billion as of the last business day of the registrant's most recently completed second fiscal quarter based upon the price at which the common stock was last sold on that day.

Number of shares outstanding of the registrant's common stock, as of February 18, 2026: 256,670,747 shares

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the annual stockholders meeting to be held in 2026 are incorporated by reference into Part III of this Form 10-K.

THE MACERICH COMPANY ANNUAL REPORT ON FORM 10-K

FOR THE YEAR ENDED DECEMBER 31, 2025 INDEX

Page

Part I

Item 1. Business 4

Item 1A. Risk Factors 20

Item 1B. Unresolved Staff Comments 34

Item 1C. Cybersecurity 34

Item 2. Properties 35

Item 3. Legal Proceedings 39

Item 4. Mine Safety Disclosures 40

Part II

Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities 41

Item 6. Reserved 43

Item 7. Management's Discussion and Analysis of Financial Condition and Results of

Operations 44

Item 7A. Quantitative and Qualitative Disclosures About Market Risk 68

Item 8. Financial Statements and Supplementary Data 70

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial

Disclosure 70

Item 9A. Controls and Procedures 70

Item 9B. Other Information 73

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 73

Part III

Item 10. Directors, Executive Officers and Corporate Governance 73

Item 11. Executive Compensation 73

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related

Stockholder Matters 73

Item 13. Certain Relationships and Related Transactions, and Director Independence 74

Item 14. Principal Accountant Fees and Services 74

Part IV

Item 15. Exhibits and Financial Statement Schedules 75

Item 16. Form 10-K Summary 75

Signatures 140

PART I

IMPORTANT FACTORS RELATED TO FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K of The Macerich Company (the "Company") contains or incorporates statements that constitute forward-looking statements within the meaning of the federal securities laws. Any statements that do not relate to historical or current facts or matters are forward-looking statements. You can identify some of the forward-looking statements by the use of forward-looking words, such as "may," "will," "could," "should," "expects," "anticipates," "intends," "projects," "predicts," "plans," "believes," "seeks," "estimates," "scheduled" and variations of these words and similar expressions. Statements concerning current conditions may also be forward-looking if they imply a continuation of current conditions. Forward-looking statements appear in a number of places in this

Form 10-K and include statements regarding, among other matters:

expectations regarding the Company's growth;

expectations regarding the Company's Path Forward Plan and its ability to meet the goals established under such plan;

the Company's beliefs regarding its acquisition, redevelopment, development, leasing and operational activities and opportunities, including the performance and financial stability of its retailers;

the Company's acquisition, disposition and other strategies;

regulatory matters pertaining to compliance with governmental regulations;

the Company's capital expenditure plans and expectations for obtaining capital for expenditures;

the Company's expectations regarding income tax benefits;

the Company's expectations regarding its financial condition or results of operations; and

the Company's expectations for refinancing its indebtedness, entering into and servicing debt obligations and entering into joint venture arrangements.

Stockholders are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks, uncertainties and other factors that may cause actual results, performance or achievements of the Company or the industry to differ materially from the Company's future results, performance or achievements, or those of the industry, expressed or implied in such forward-looking statements. Such factors include, among others, general industry, as well as global, national, regional and local economic and business conditions, including the impact of geopolitical tensions, tariffs, elevated interest rates and inflation, which will, among other things, affect demand for retail space or retail goods, availability and creditworthiness of current and prospective tenants, anchor or tenant bankruptcies, closures, mergers or consolidations, lease rates, terms and payments; elevated interest rates and its impact on the financial condition and results of operations of the Company, including as a result of any increased borrowing costs on the Company's outstanding floating-rate debt and defaults on mortgage loans, availability, terms and cost of financing and operating expenses; adverse changes in the real estate markets including, among other things, competition from other companies, retail formats and technology, risks of real estate development and redevelopment (including elevated inflation, supply chain disruptions and construction delays), acquisitions and dispositions; adverse impacts from any pandemic, epidemic or outbreak of any highly infectious disease on the U.S., regional and global economies and the financial condition and results of operations of the Company and its tenants; the liquidity of real estate investments; government shutdowns and other governmental actions and initiatives (including legislative and regulatory changes); environmental and safety requirements; and terrorist activities or other acts of violence which could adversely affect all of the above factors. You are urged to carefully review the disclosures we make concerning these risks and other factors that may affect our business and operating results, including those made in "Item 1A. Risk Factors" of this Annual Report on Form 10-K, as well as our other reports filed with the Securities and Exchange Commission (the "SEC"), which disclosures are incorporated herein by reference. You are cautioned not to place undue reliance on these forward-looking statements, which

speak only as of the date of this document. The Company does not intend, and undertakes no obligation, to update any forward-looking information to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events, unless required by law to do so.

ITEM 1. BUSINESS

General

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., a Delaware limited partnership (the "Operating Partnership"). As of December 31, 2025, 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 38 regional retail centers and the community/power shopping center consist of approximately 39 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 real estate investment trust ("REIT") and conducts all of its operations through the Operating Partnership and the Company's management companies, Macerich Property Management Company, LLC, a single member Delaware limited liability company, Macerich Management Company, a California corporation, Macerich Arizona Partners LLC, a single member Arizona limited liability company, Macerich Arizona Management LLC, a single member Delaware limited liability company, Macerich Partners of Colorado LLC, a single member Colorado limited liability company, MACW Mall Management, Inc., a New York corporation, and MACW Property Management, LLC, a single member New York limited liability company. All seven of the management companies are owned by the Company and are collectively referred to herein as the "Management Companies."

The Company was organized as a Maryland corporation in September 1993. All references to the Company in this Annual Report on Form 10-K include the Company, those entities owned or controlled by the Company and predecessors of the Company, unless the context indicates otherwise.

Financial information regarding the Company for each of the last three fiscal years is contained in the Company's Consolidated Financial Statements included in "Item 15. Exhibits and Financial Statement Schedules."

Recent Developments

Acquisitions:

On June 23, 2025, the Company acquired Crabtree Mall, a 1,321,000 square foot regional retail center in Raleigh, North Carolina, for a total purchase price of $290.0 million. The acquisition was initially funded with cash on hand and $100.0 million of borrowings on the Company's credit facility (See "Financing Activities" and Note 15-Acquisitions in the Notes to the Consolidated Financial Statements).

Dispositions:

On March 27, 2025, the Company sold Wilton Mall, a 740,000 square foot regional retail center in Saratoga Springs, New York, for $24.8 million, which resulted in a loss on sale of assets of $2.9 million. The Company used the net proceeds to pay down debt and for other general corporate purposes.

On April 16, 2025, the Company sold a parcel at SanTan Adjacent in Gilbert, Arizona for $3.0 million, which resulted in a loss on sale of assets of $0.2 million. On April 28, 2025, the Company sold various parcels at SanTan Adjacent in Gilbert, Arizona for $24.5 million, which resulted in a gain on sale of assets of $0.1 million. The Company used the net proceeds from these sales to pay down debt and for other general corporate purposes.

On April 30, 2025, the Company sold SouthPark Mall, an 802,000 square foot regional retail center in Moline, Illinois, for $10.5 million, which resulted in a loss on sale of assets of $4.3 million. The Company used the net proceeds for general corporate purposes. This asset was unencumbered.

On May 28, 2025, the Company sold Paradise Village Office Park in Phoenix, Arizona for

$6.2 million, which resulted in a loss on sale of assets of $0.6 million. The Company used the net proceeds for general corporate purposes.

On June 11, 2025, the Company sold a former department store parcel located in Petaluma, California, for $2.6 million, which resulted in a gain on sale of assets of $2.0 million. The Company used the net proceeds for general corporate purposes.

On June 30, 2025, the Company sold 1010-1016 Market Street parcels at Fashion District Philadelphia in Philadelphia, Pennsylvania for $10.8 million, which resulted in a gain on sale of assets of $2.4 million.

The Company used the net proceeds for general corporate purposes.

On June 30, 2025, the Company sold its remaining 5% effective interest in Paradise Valley Mall in Phoenix, Arizona for $5.5 million, which resulted in a loss on sale of assets of $1.2 million. The Company used the proceeds for general corporate purposes.

On July 30, 2025, the Company's joint venture sold Atlas Park, a 374,000 square foot community center in Queens, New York, for $72.0 million. Concurrent with the sale, the $65.0 million loan

($32.5 million at the Company's share) owed by the joint venture was paid off in full. The Company's share of the gain from this transaction was approximately $12.0 million. The Company used its share of the net proceeds for general corporate purposes.

On August 18, 2025, the Company closed on the sale of Lakewood Center in Lakewood, California, for $332.1 million, including the assumption by the buyer of the $317.1 million loan on the property that had a June 2026 maturity date. The Company recognized a gain on sale of assets of $21.1 million. The Company used its share of net proceeds from this sale, totaling approximately $5.0 million for general corporate purposes.

On August 20, 2025, the Company closed on the sale of Valley Mall in Harrisburg, 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 Mall 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.

On December 10, 2025, the Company sold an outparcel at Washington Square in Portland, Oregon for $5.4 million which resulted in a gain on sale of assets of $2.6 million; and on December 19, 2025, the Company sold the retail strip center at Washington Square for $25.8 million, which resulted in a loss on sale of assets of $2.7 million. The Company used the total net proceeds of $29.7 million from these two transactions for general corporate purposes.

For the twelve months ended December 31, 2025, the Company and certain joint venture partners sold various land parcels in separate transactions, resulting in the Company's share of the gain on sale of land of $7.1 million. The Company used its share of the proceeds from these sales of $20.1 million to pay down debt and for other general corporate purposes.

On January 15, 2026, the Company sold an additional outparcel at Washington Square in Portland, Oregon for $13.0 million and used the net proceeds of approximately $12.4 million for general corporate purposes.

The Company is under contract to sell La Cumbre Plaza, located in Santa Barbara, California, for

$11.0 million, which is expected to close in the second quarter of 2026, subject to customary closing conditions. This asset is unencumbered.

Financing Activities:

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 had 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 was 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.

On March 27, 2025, the Company closed a $340.0 million, ten-year loan on Washington Square, which matures on April 6, 2035. The loan bears interest at a fixed rate of 5.58% and is interest only during the entire loan term. The Company used a portion of the net proceeds from this refinancing to repay the remaining first mortgage on Flatiron Crossing, which was $71.6 million at the Company's share, and to repay the balance outstanding on the Company's revolving credit facility of $110.0 million.

On July 30, 2025, the Company's joint venture in Atlas Park repaid in full the $65.0 million loan

($32.5 million at the Company's pro rata share) concurrent with the sale of the property (See "Dispositions").

On August 7, 2025, the Company closed on an initial $159.1 million two-year term loan with two

one-year extension options on Crabtree Mall. The term loan also allows for additional requested advances of up to $51.2 million based on defined conditions for capital expenditures and leasing costs for a maximum total term loan of $210.3 million. The term loan bears interest at a rate of SOFR plus 2.50%.

The Company has purchased a SOFR interest rate cap for the initial term loan advance with a strike rate of 5.0% for the two-year base term of the term loan. The Company used a portion of the net proceeds from this term loan to fully repay borrowings outstanding on the Company's revolving credit facility (See Note 15-Acquisitions and Note 11-Bank and Other Notes Payable).

On August 18, 2025, as part of the sale of Lakewood Center, the Company's remaining loan of

$317.1 million on the property was assumed by the purchaser (See "Dispositions").

On February 6, 2026, the Company extended the loan maturity on the $200.0 million loan at South Plains Mall to November 6, 2029, at the existing rate of 4.22%. The loan was previously in default as of November 6, 2025.

Effective February 6, 2026, the $76.5 million loan (at the Company's pro rata share) at Twenty Ninth Street is in default. The Company's joint venture is in negotiations with the lender on the terms of this loan.

Redevelopment and Development Activities:

The Company's joint venture in Scottsdale Fashion Square, a 1,879,000 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 approximately $34.0 million of the total $68.0 million incurred by the joint venture as of December 31, 2025. 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 1,913,000 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

$43.2 million as of December 31, 2025. The majority of the tenants are expected to open in 2026 or 2027.

The Company's joint venture in FlatIron Crossing, a 1,399,000 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 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 $30.6 million of the total

$64.2 million incurred by the joint venture as of December 31, 2025. The anticipated opening will be in phases beginning in 2027.

Other Transactions and Events:

The Company declared a cash dividend of $0.17 per share of its common stock for each quarter in the year ended December 31, 2025. On February 12, 2026, the Company announced a first quarter cash dividend of $0.17 per share of its common stock, which will be paid on March 30, 2026 to stockholders of record on March 16, 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. As of

December 31, 2025, the Company had approximately $374.1 million of gross sales of its common stock available under the 2024 ATM Program.

See "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations-Liquidity and Capital Resources" for a further discussion of the Company's anticipated liquidity needs, and the measures taken by the Company to meet those needs.

The Shopping Center Industry

General:

There are several types of retail shopping centers, which are differentiated primarily based on size and marketing strategy. Regional shopping centers generally contain in excess of 400,000 square feet of GLA and are typically anchored by two or more department or large retail stores ("Anchors") and are referred to as "Regional Retail Centers" or "Malls." Regional Retail Centers also typically contain numerous diversified retail stores ("Mall Stores"), most of which are national or regional retailers typically located along corridors connecting the Anchors. "Strip centers", "urban villages" or "specialty centers" ("Community/Power Shopping Centers") are retail shopping centers that are designed to attract local or neighborhood customers and are typically anchored by one or more supermarkets, discount department stores and/or drug stores. Community/ Power Shopping Centers typically contain 100,000 to 400,000 square feet of GLA. Outlet Centers generally contain a wide variety of designer and manufacturer stores, often located in an open-air center, and typically range in size from 200,000 to 850,000 square feet of GLA ("Outlet Centers"). In addition, freestanding retail stores are located along the perimeter of the shopping centers ("Freestanding Stores"). Mall Stores and Freestanding Stores over 10,000 square feet of GLA are also referred to as "Big Box." Anchors, Mall Stores, Freestanding Stores and other tenants typically contribute funds for the maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operation of the shopping center.

Regional Retail Centers:

A Regional Retail Center draws from its trade area by offering a variety of fashion merchandise, hard goods and services and entertainment, often in an enclosed, climate controlled environment with convenient parking. Regional Retail Centers provide an array of retail shops and entertainment facilities and often serve as the town center and a gathering place for community, charity and promotional events.

Regional Retail Centers have generally provided owners with relatively stable income despite the cyclical nature of the retail business. This stability is due both to the diversity of tenants and to the typical dominance of Regional Retail Centers in their trade areas.

Regional Retail Centers have different strategies with regard to price, merchandise offered and tenant mix, and are generally tailored to meet the needs of their trade areas. Anchors are located along common areas in a configuration designed to maximize consumer traffic for the benefit of the Mall Stores. Mall GLA, which generally refers to GLA contiguous to the Anchors for tenants other than Anchors, is leased to a wide variety of smaller retailers. Mall Stores typically account for the majority of the revenues of a Regional Retail Center.

Business of the Company

Strategy:

In the second quarter of 2024, the Company unveiled the Path Forward Plan, which is a multi-pronged strategy to improve the Company's balance sheet, while also making inward-facing enhancements to both bolster company culture and improve key business processes to gain operating efficiencies. Essential goals of the Path Forward Plan include:

Deleverage the capital structure, with a focus on reducing the Company's Net Debt to Adjusted EBITDA leverage ratio over the next two to three years;

Invest in and fortify the Company's key assets in the portfolio;

Proactively consolidate selected joint venture assets over time that are core to the Company's overall strategy;

Deliver a post-deleveraging Funds From Operations launch point goal over the next two to three years;

Achieve outstanding operational results through rigorous internal process improvements; and

Position the Company to take an offensive stance on strategic acquisitions, reinvestment and targeted 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.

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 the date of this Annual Report on Form 10-K (the "Go-Forward Portfolio Centers"). The Go-Forward Portfolio Centers are subject to change.

Arrowhead Towne Center (a) Kierland Commons (b)

Broadway Plaza (b) Kings Plaza Shopping Center (a)

Chandler Fashion Center (b) Los Cerritos Center (a)

Corte Madera, The Village at (b) NorthPark Mall (a)

Crabtree Mall (a) Pacific View (a)

Danbury Fair Mall (a) Queens Center (a)

Deptford Mall (b) SanTan Village Regional Center (a)

Desert Sky Mall (a) Scottsdale Fashion Square (b)

Eastland Mall (a) South Plains Mall (a)

Fashion District Philadelphia (a) Stonewood Center (a)

Fashion Outlets of Chicago (a) Superstition Springs Center (a)

Flatiron Crossing (b) Tysons Corner Center (b)

Freehold Raceway Mall (a) Valley River Center (a)

Fresno Fashion Fair (a) Victor Valley, Mall of (a)

Green Acres Mall (a) Vintage Faire Mall (a)

Inland Center (a) Washington Square (a)

Included in Consolidated Centers

Included in Unconsolidated Joint Venture Centers

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.

Acquisitions. The Company principally focuses on well-located, quality Regional Retail Centers that can be dominant in their trade area and have strong revenue enhancement potential. In addition, the Company pursues other opportunistic acquisitions of property that include retail and will complement the Company's portfolio. The Company subsequently seeks to improve operating performance and returns from these properties through leasing, management and redevelopment. Since its initial public offering, the Company has acquired interests in shopping centers nationwide. The Company believes that it is geographically well positioned to cultivate and maintain ongoing relationships with potential sellers and financial institutions and to act quickly when acquisition opportunities arise.

As part of its implementation of the Path Forward Plan, the Company acquired its joint venture partner's interest in several key assets throughout 2024 that are core to the Company's overall strategy, including Arrowhead Towne Center, South Plains Mall, Lakewood Center, Los Cerritos Center and Washington Square.

Leasing and Management. The Company believes that the shopping center business requires specialized skills across a broad array of disciplines for effective and profitable operations. For this reason, the Company has developed a fully integrated real estate organization with in-house acquisition, accounting, development, finance, information technology, leasing, legal, marketing, property management and redevelopment expertise. In addition, the Company emphasizes a philosophy of decentralized property management, leasing and marketing performed by on-site professionals. The Company believes that this strategy results in the optimal operation, tenant mix and drawing power of each Center, as well as the ability to quickly respond to changing competitive conditions of the Center's trade area.

The Company believes that on-site property managers can most effectively operate the Centers. Each Center's property manager is responsible for overseeing the operations, marketing, maintenance and security functions at the Center. Property managers focus special attention on controlling operating costs, a key element in the profitability of the Centers, and seek to develop strong relationships with, and be responsive to, the needs of retailers.

The Company generally utilizes regionally located leasing managers to better understand the market and the community in which a Center is located. In addition, the Company may utilize third party leasing brokers on a selective basis. The Company continually assesses and fine tunes each Center's tenant mix, identifies and replaces underperforming tenants and seeks to optimize existing tenant sizes and configurations.

On a selective basis, the Company provides property management and leasing services for third parties. The Company currently manages one community center for a third-party owner on a fee basis.

Redevelopment. One component of the Company's growth strategy is its ability to redevelop acquired properties. On a selective basis, the Company's business strategy may include mixed-use densification to maximize space at the Company's Regional Retail Centers, including by developing available land at the Regional Retail Centers or by demolishing underperforming department store boxes and redeveloping the land. For this reason, the Company has built a staff of redevelopment professionals who have primary responsibility for identifying redevelopment opportunities that they believe will result in enhanced longterm financial returns and market position for the Centers. The redevelopment professionals oversee the design and construction of the projects in addition to obtaining required governmental approvals (See "Redevelopment and Development Activities" in Recent Developments).

Development. The Company pursues ground-up development projects on a selective basis. The Company has supplemented its strong acquisition, operations and redevelopment skills with its ground-up development expertise to further increase growth opportunities.

The Company will be very selective in undertaking any future redevelopment or development projects and may choose to pause existing projects if the Company believes they are no longer economically viable.

The Centers:

As of December 31, 2025, the Centers primarily included 37 Regional Retail Centers (including office, hotel and residential space adjacent to these shopping centers) and one Community/Power Shopping Center totaling approximately 39 million square feet of GLA. These 38 Centers average approximately 1,000,000 square feet of GLA and range in size from 3.3 million square feet of GLA at Tysons Corner Center to 205,000 square feet of GLA at Boulevard Shops. As of December 31, 2025, the Centers primarily included 127 Anchors totaling approximately 18.3 million square feet of GLA and approximately 4,600 Mall Stores and Freestanding Stores totaling approximately 19.2 million square feet of GLA.

Competition:

Numerous owners, developers and managers of malls, shopping centers and other retail-oriented real estate compete with the Company for the acquisition of properties and in attracting tenants or Anchors to occupy space. There are other publicly traded mall companies and several large private mall companies in the United States, any of which under certain circumstances could compete against the Company for an Anchor or a tenant. In addition, these companies, as well as other REITs, private real estate companies or investors compete with the Company in terms of property acquisitions. This results in competition both for the acquisition of properties or centers and for tenants or Anchors to occupy space. Competition for property acquisitions may result in increased purchase prices and may adversely affect the Company's ability to make suitable property acquisitions on favorable terms. The existence of competing shopping centers could have a material adverse impact on the Company's ability to lease space and on the level of rents that can be achieved. There is also increasing competition from other retail formats and technologies, such as lifestyle centers, power centers, outlet centers and online retail shopping that could adversely affect the Company's revenues.

In making leasing decisions, the Company believes that retailers consider the following material factors relating to a center: quality, design and location, including consumer demographics; rental rates; type and quality of Anchors and retailers at the center; and management and operational experience and strategy of the center. The Company believes it is able to compete effectively for retail tenants in its local markets based on these criteria in light of the overall size, quality and diversity of its Centers.

Major Tenants:

For the year ended December 31, 2025, the Centers derived approximately 73% of their total rents from Mall Stores and Freestanding Stores under 10,000 square feet and 27% of their total rents from Big Box and Anchor tenants. Total rents as set forth in "Item 1. Business" include minimum rents and percentage rents.

The following retailers (including their subsidiaries) represent the 10 largest tenants in the Centers based upon total rents in place as of December 31, 2025:

Tenant Primary DBAs

Number of Locations in the Portfolio

% of Total Rents

Dick's Sporting Goods, Inc. .....

Champs Sports, Dick's House of Sport, Dick's Sporting Goods, fly zone by Kids Foot Locker, Foot Locker, Going Going Gone!, House of Hoops by Foot Locker, Kids Foot Locker, Moosejaw

4.0%

Victoria's Secret & Co. .........

Pink, Victoria's Secret

2.2%

Signet Jewelers Limited ........

Banter by Piercing Pagoda, Blue Nile, Jared, Kay Jewelers, Kay Jewelers Outlet, Zales, Zales Outlet

1.9%

Abercrombie & Fitch Co. .......

Abercrombie & Fitch, Abercrombie kids, Hollister Co.

1.8%

The Gap, Inc. .................

Athleta, Banana Republic, Banana Republic Factory Store, Gap, Gap Kids, Gap Factory Store, Old Navy, Old Navy Outlet

1.7%

LVMH, Inc. ..................

Bulgari, Dior, Louis Vuitton, Marc Jacobs, Sephora, Tiffany & Co.

1.6%

Primark US Corp ..............

Primark

1.6%

AE Outfitters Retail Co. ........

Aerie, Offline by Aerie, American Eagle Outfitters

1.5%

H & M Hennes & Mauritz L.P. . .

H&M

1.5%

Zara USA, Inc. ................

Zara

1.5%

Mall Stores and Freestanding Stores:

Mall Store and Freestanding Store leases generally provide for tenants to pay rent comprised of a base (or "minimum") rent and a percentage rent based on sales. In some cases, tenants pay only minimum rent, and in other cases, tenants pay only percentage rent. The Company generally enters into leases for Mall Stores and Freestanding Stores that also require tenants to pay their pro rata share of property taxes and to pay a stated amount for operating expenses, excluding property taxes, regardless of the expenses the Company actually incurs at any Center. However, certain leases for Mall Stores and Freestanding Stores contain provisions that require tenants to pay their pro rata share of maintenance of the common areas, property taxes, insurance, advertising and other expenditures related to the operations of the Center.

Tenant space of 10,000 square feet and under in the Company's portfolio at December 31, 2025 comprises approximately 60% of all Mall Store and Freestanding Store space. The Company uses tenant spaces of 10,000 square feet and under for comparing rental rate activity because this space is more consistent in terms of shape and configuration and, as such, the Company is able to provide a meaningful comparison of rental rate activity

for this space. Mall Store and Freestanding Store space greater than 10,000 square feet is inconsistent in size and configuration throughout the Company's portfolio and as a result does not lend itself to a meaningful comparison of rental rate activity with the Company's other space. Much of the non-Anchor space over 10,000 square feet is not physically connected to the mall, does not share the same common area amenities and does not benefit from the foot traffic in the mall. As a result, space greater than 10,000 square feet has a unique rent structure that is inconsistent with mall space under 10,000 square feet.

Cost of Occupancy:

A major factor contributing to tenant profitability is cost of occupancy, which consists of tenant occupancy costs charged by the Company. Tenant occupancy costs include tenant expenses such as minimum rents, percentage rents and recoverable expenditures, which consist primarily of property operating expenses and real estate taxes. These costs are then compared to tenant sales to present tenant occupancy costs as a percentage of tenant sales. A low cost of occupancy percentage shows more potential capacity for the Company to increase rents at the time of lease renewal than a high cost of occupancy percentage. The following table summarizes occupancy costs for Mall Store and Freestanding Store tenants in the Centers as a percentage of total sales for the years ended December 31, 2025, 2024 and 2023:

Consolidated Centers:

For the Years Ended December 31,

2025 2024 2023

Minimum rents ............................................................ 8.1% 8.1% 7.9%

Percentage rents ........................................................... 0.6% 0.6% 0.8%

Expense recoveries(1) ...................................................... 3.1% 3.1% 3.4%

11.8% 11.8% 12.1%

Unconsolidated Joint Venture Centers:

Minimum rents ............................................................ 7.4% 7.6% 7.1%

Percentage rents ........................................................... 0.9% 1.0% 1.1%

Expense recoveries(1) ...................................................... 3.3% 3.2% 2.9%

11.6% 11.8% 11.1%

Represents real estate tax and common area maintenance charges.

The following tables set forth the average base rent per square foot for the Centers, as of December 31 for each of the past three years:

Mall Stores and Freestanding Stores under 10,000 square feet:

Avg. Base Rent

Avg. Base

Per Sq. Ft. on

Per Sq. Ft.

Rent Per Leases Executed on Leases Expiring

For the Years Ended December 31,

Sq. Ft.(1)(2)

During the Year(2)(3)

During the Year(2)(4)

Consolidated Centers (at the Company's pro rata

share):

2025 .........................................

$66.92

$66.54

$64.94

2024 .........................................

$65.62

$61.16

$61.45

2023 .........................................

$61.66

$58.97

$50.14

Unconsolidated Joint Venture Centers (at the

Company's pro rata share):

2025 .........................................

$79.47

$86.41

$67.92

2024 .........................................

$76.11

$86.78

$64.79

2023 .........................................

$70.42

$64.42

$55.74

Big Box and Anchors:

Number of

Avg. Base Rent Per Sq. Ft.

Number of

Avg. Base Rent

Leases

on Leases

Leases

Avg. Base Per Sq. Ft. on

Rent Per Leases Executed

Executed

During

Expiring

During the

Expiring

During

For the Years Ended December 31,

Sq. Ft.(1)(2)

During the Year(2)(3)

the Year

Year(2)(4)

the Year

Consolidated Centers (at the

Company's pro rata share):

2025 ..........................

$17.20

$16.48

$12.08

2024 ..........................

$14.85

$13.59

$21.14

2023 ..........................

$16.65

$21.85

$29.67

Unconsolidated Joint Venture

Centers (at the Company's pro rata

share):

2025 ..........................

$26.16

$37.81

$27.72

2024 ..........................

$24.83

$87.30

$41.53

2023 ..........................

$16.40

$30.90

$13.60

Average base rent per square foot is based on spaces occupied as of December 31 for each of the Centers and gives effect to the terms of each lease in effect, as of such date, including any concessions, abatements and other adjustments or allowances that have been granted to the tenants.

Centers under development and redevelopment are excluded from average base rents.

The average base rent per square foot on leases executed during the year represents the actual rent paid on a per square foot basis during the first twelve months of the lease.

The average base rent per square foot on leases expiring during the year represents the actual rent to be paid on a per square foot basis during the final twelve months of the lease.

Lease Expirations:

The following tables show scheduled lease expirations for Centers owned as of December 31, 2025 for the next ten years, assuming that none of the tenants exercise renewal options:

Mall Stores and Freestanding Stores under 10,000 square feet:

% of Total Leased

% of Base Rent

Year Ending December 31,

Number of Leases Expiring

Approximate GLA of Leases Expiring(1)

GLA Represented by Expiring Leases(1)

Ending Base Rent per Square Foot of Expiring Leases(1)

Represented by Expiring Leases(1)

Consolidated Centers (at the Company's pro rata share):

2026 ......................

289

720,097

15.60%

$ 70.67

14.95%

2027 ......................

318

749,474

16.24%

$ 66.58

14.66%

2028 ......................

261

650,852

14.10%

$ 65.56

12.53%

2029 ......................

369

842,276

18.25%

$ 70.28

17.39%

2030 ......................

252

550,185

11.92%

$ 76.69

12.39%

2031 ......................

123

329,944

7.15%

$ 78.40

7.60%

2032 ......................

171,140

3.71%

$ 80.07

4.03%

2033 ......................

229,077

4.96%

$ 72.91

4.91%

2034 ......................

124,002

2.69%

$126.81

4.62%

2035 ......................

248,065

5.38%

$ 95.18

6.94%

Year Ending December 31,

Number of Leases Expiring

Approximate GLA of Leases Expiring(1)

% of Total Leased GLA Represented by Expiring Leases(1)

Ending Base Rent per Square Foot of Expiring Leases(1)

% of Base Rent Represented by Expiring Leases(1)

Unconsolidated Joint Venture Centers (at the Company's pro rata share):

2026 ......................

108

121,918

10.75%

$ 72.91

8.75%

2027 ......................

117

157,779

13.92%

$ 91.44

14.19%

2028 ......................

118

180,453

15.92%

$ 78.77

13.98%

2029 ......................

120

139,384

12.29%

$ 82.59

11.33%

2030 ......................

104

135,444

11.95%

$ 91.87

12.24%

2031 ......................

89,931

7.93%

$ 75.28

6.66%

2032 ......................

85,555

7.55%

$102.96

8.67%

2033 ......................

58,832

5.19%

$ 87.83

5.08%

2034 ......................

78,517

6.93%

$101.18

7.82%

2035 ......................

Big Boxes and Anchors:

85,889

7.58%

$133.48

11.28%

Year Ending December 31,

Number of Leases Expiring

Approximate GLA of Leases Expiring(1)

% of Total Leased GLA Represented by Expiring Leases(1)

Ending Base Rent per Square Foot of Expiring Leases(1)

% of Base Rent Represented by Expiring Leases(1)

Consolidated Centers (at the Company's pro rata share):

2026 ............................

324,348

4.61%

$27.31

6.80%

2027 ............................

1,103,053

15.66%

$19.57

16.57%

2028 ............................

638,272

9.06%

$18.05

8.84%

2029 ............................

580,967

8.25%

$27.07

12.07%

2030 ............................

1,247,306

17.71%

$ 9.70

9.29%

2031 ............................

958,132

13.60%

$14.65

10.77%

2032 ............................

381,159

5.41%

$22.46

6.57%

2033 ............................

419,623

5.96%

$24.94

8.03%

2034 ............................

443,815

6.30%

$22.16

7.55%

2035 ............................

946,635

13.44%

$18.64

13.54%

Unconsolidated Joint Venture

Centers (at the Company's pro rata

share):

2026 ............................

62,803

4.48%

$49.26

7.65%

2027 ............................

103,667

7.39%

$32.02

8.21%

2028 ............................

205,678

14.66%

$22.13

11.26%

2029 ............................

189,901

13.54%

$18.71

8.79%

2030 ............................

215,793

15.38%

$17.18

9.17%

2031 ............................

339,184

24.18%

$22.19

18.61%

2032 ............................

17,959

1.28%

$52.56

2.33%

2033 ............................

58,263

4.15%

$58.94

8.49%

2034 ............................

60,304

4.30%

$31.01

4.62%

2035 ............................

149,112

10.63%

$56.59

20.87%

The ending base rent per square foot on leases expiring during the period represents the final year minimum rent, on a cash basis, for tenant leases expiring during the year.

Anchors:

Anchors have traditionally been a major factor in the public's identification with Regional Retail Centers. Anchors are generally department stores whose merchandise appeals to a broad range of shoppers. Although the Centers receive a smaller percentage of their operating income from Anchors than from Mall Stores and Freestanding Stores, strong Anchors play an important part in maintaining customer traffic and making the Centers desirable locations for Mall Store and Freestanding Store tenants.

Anchors either own their stores, the land under them and in some cases adjacent parking areas, or enter into long-term leases with an owner at rates that are lower than the rents charged to tenants of Mall Stores and Freestanding Stores. Each Anchor that owns its own store and certain Anchors that lease their stores enter into reciprocal easement agreements with the owner of the Center covering, among other things, operational matters, initial construction and future expansion.

Anchors accounted for approximately 6.9% of the Company's total rents for the year ended December 31, 2025.

The following table identifies each Anchor, each parent company that owns multiple Anchors and the number of square feet owned or leased by each such Anchor or parent company in the Company's portfolio at December 31, 2025.

Number of

GLA

Anchor Owned by Leased by Total Anchor

Name

Stores

Anchor

GLA

Macy's Inc.

Macy's .........................................

4,157,000

1,355,000

5,512,000

Bloomingdale's ..................................

253,000

4,157,000

1,608,000

5,765,000

JCPenney ........................................

1,195,000

1,682,000

2,877,000

Dillard's .........................................

2,011,000

Nordstrom .......................................

266,000

819,000

1,085,000

Dick's Sporting Goods .............................

765,000

Target ...........................................

180,000

217,000

397,000

Primark ..........................................

351,000

Belk .............................................

305,000

Dick's House of Sport ..............................

121,000

144,000

265,000

Scheels All Sports .................................

253,000

Home Depot .....................................

102,000

141,000

243,000

Burlington .......................................

68,000

140,000

208,000

Walmart .........................................

173,000

Curacao .........................................

165,000

Boscov's .........................................

161,000

Furniture City ....................................

155,000

BJ's Wholesale Club ...............................

123,000

Lowe's ...........................................

114,000

Neiman Marcus ...................................

100,000

Von Maur ........................................

86,000

Kohl's ...........................................

81,000

Mercado de los Cielos ..............................

78,000

Seafood City Supermarket ..........................

66,000

Going, Going, Gone! ...............................

41,000

Vacant Anchors(1) ................................

2,343,000

Total ............................................

126

8,594,000

9,617,000

18,211,000

Number of

GLA

Anchor

Name Stores

Owned by Anchor

Leased by Anchor

Total Anchor GLA

Anchor at Center not owned by the Company(2):

Kohl's ...........................................

83,000

Total ............................................

127

8,677,000

9,617,000

18,294,000

The Company is actively seeking replacement tenants or has entered into replacement leases for many of these vacant sites and/or is currently executing on or considering redevelopment opportunities for these locations. The Company continues to collect rent under the terms of an agreement regarding two of these vacant Anchors.

The Company owns one store located at a shopping center not owned by the Company, which is leased to Kohl's.

Governmental Regulations

Compliance with various governmental regulations has an impact on the Company's business, including its capital expenditures, earnings and competitive position, which can be material. The Company incurs costs to monitor, and takes actions to comply with, governmental regulations that are applicable to its business, which include, among others, federal securities laws and regulations, applicable stock exchange requirements, REIT and other tax laws and regulations, environmental and health and safety laws and regulations, local zoning, usage and other regulations relating to real property, the Americans with Disabilities Act of 1990 (the "ADA") and related laws and regulations.

See "Item 1A. Risk Factors" for a discussion of material risks to the Company, including, to the extent material, to its competitive position, relating to governmental regulations, and see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" together with the Company's Consolidated Financial Statements, including the related notes included therein, for a discussion of material information relevant to an assessment of the Company's financial condition and results of operations, including, to the extent material, the effects that compliance with governmental regulations may have upon its capital expenditures and earnings.

Insurance

Each of the Centers has comprehensive liability, fire, extended coverage and rental loss insurance with insured limits customarily carried for similar properties. The Company does not insure certain types of losses (such as losses from wars), because they are either uninsurable or not economically insurable. In addition, while the Company 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 $130,000 per occurrence minimum and a combined annual aggregate loss limit of $100 million on these Centers. The Company 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 $130,000 per occurrence minimum and a combined annual aggregate loss limit of

$100 million on these Centers. While the Company 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 two-year aggregate loss limit. Some environmental losses are not covered by this insurance because they are uninsurable or not economically insurable. Furthermore, the Company carries title insurance on substantially all of the Centers for generally less than their full value.

Qualification as a Real Estate Investment Trust

The Company elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended (the "Code"), commencing with its first taxable year ended December 31, 1994, and intends to conduct its operations so as to continue to qualify as a REIT under the Code. As a REIT, the Company generally will not be subject to federal and state income taxes on its net taxable income that it currently distributes to stockholders.

Qualification and taxation as a REIT depends on the Company's ability to meet certain dividend distribution tests, share ownership requirements and various qualification tests prescribed in the Code.

Supplemental Material United States Federal Income Tax Considerations

The following discussion supplements and updates the disclosures under the heading "Material United States Federal Income Tax Considerations" in the prospectus dated August 4, 2023, contained in the Company's Registration Statement on Form S-3 (File No. 333-273707) filed with the SEC on August 4, 2023 (the "Existing Tax Disclosure"). Capitalized terms herein that are not otherwise defined shall have the same meaning as when used in the Existing Tax Disclosure.

On July 4, 2025, H.R. 1, informally known as the One Big Beautiful Bill Act (the "OBBB"), was enacted. The OBBB makes major changes to the Code, including some provisions of the Code that affect the taxation of REITs and their investors. In particular,

For taxable years beginning on or after January 1, 2026, the OBBB relaxed the REIT asset test requirement with respect to taxable REIT subsidiaries, providing that not more than 25% (relaxed from 20%) of the gross value of a REIT's assets may be represented by securities of one or more taxable REIT subsidiaries.

The OBBB permanently extended the pass-through qualified business income deduction, generally allowing individuals to deduct 20% of the aggregate amount of ordinary REIT dividends distributed by a REIT. This deduction was due to expire for tax years beginning after December 31, 2025.

To the extent the information set forth in the Existing Tax Disclosure is inconsistent with this supplemental information, this supplemental information supersedes the information in the Existing Tax Disclosure. This supplemental information is provided on the same basis and subject to the same qualifications as are set forth in the first four paragraphs of the Existing Tax Disclosure as if those paragraphs were set forth in this Annual Report on Form 10-K.

Employees and Human Capital

As of December 31, 2025, the Company had approximately 598 employees, of which 596 were

full-time and two were part-time. Based on its semi-annual survey of employees, the Company believes that relations with its employees are good, noting an employee Net Promoter Score ("NPS") of 55, a score measured "excellent" by Bain & Company's NPS scoring framework.

As of December 31, 2025, the average tenure of the Company's employees was approximately

10.9 years and that of the Company's senior management was 16.3 years. In 2025, the Company's workforce turnover rate was 14.3%, which includes all employees.

The Company, with oversight from senior management and its Board of Directors, puts great effort into cultivating an inclusive company culture that attracts top talent and creates an environment that fosters collaboration and innovation, while providing professional development opportunities and training. The Company's human capital objectives include, as applicable, identifying, recruiting, retaining, developing, incentivizing and integrating the Company's existing and prospective employees. To further these objectives, the Company has established a number of policies and programs and undertaken various initiatives, including:

Employee Compensation and Benefits: The Company maintains cash- and equity-based compensation programs designed to attract, retain and motivate its employees. The Company offers full-time employees a strong benefits package, including:

Company-matched retirement savings through tax-advantaged 401(k) plans;

an employee stock purchase program;

a tax-advantaged 529 educational savings program;

Company-matched donor advised fund to support philanthropic efforts of employees;

paid vacation, sick time and company observed holidays;

paid time off for employees to bond with a new child;

paid time off for volunteer efforts;

comprehensive benefits, including medical, dental and vision insurance; basic life and long-term disability insurance; and critical illness coverage and supplemental accident insurance;

healthcare and dependent care flexible spending accounts;

new employee referral bonus awards; and

financial, legal, family or personal assistance through the employee assistance program.

Employee Training and Professional Development: The Company values the professional development of its employees and seeks to foster their talent and growth by providing training and education at all levels. In addition to training programs geared towards specific job functions, the Company offers training related to company policies, skill development, privacy and cybersecurity. In alignment with its commitment to invest in talent development, in 2025, the Company continued its performance management platform that supports objective and key result tracking, performance reviews, 1-on-1 meetings between employees and managers, and peer-to-peer recognition.

Workforce: The Company recognizes the value in strengthening its workforce with diverse thought, ideas and people and maintains employment policies that comply with federal, state and local labor laws. As an equal opportunity employer, it is committed to recognition and inclusion and rewards its employees based on merit and their contributions in accordance with the principles and requirements of the Equal Employment Opportunity Commission and the principles and requirements of the ADA. The Company's policies set forth its commitment to provide equal employment opportunity and to recruit, hire and promote at all levels without regard to race, national origin, religion, age, color, sex, sexual orientation, gender identity, disability, protected veteran status or any other characteristic protected by local, state or federal laws. As of December 31, 2025, approximately 58% of the Company's employees identified as female. Of the total employee population, approximately 30% identified as belonging to an underrepresented group.

Employee Health and Safety: The Company is also committed to ensuring that the operations at all its Centers and corporate offices are conducted in a manner that safeguards the health and safety of employees, tenants, contractors, customers and members of the public who are either present at, or affected by, its operations. The Company has implemented operational protocols at each of its Centers and its offices that are designed to ensure the safety of its employees, tenants, service providers and shoppers.

Seasonality

The shopping center industry is seasonal in nature, particularly in the fourth quarter during the holiday season when retailer occupancy and retail sales are typically at their highest levels. In addition, shopping malls achieve a substantial portion of their specialty (temporary retailer) rents during the holiday season and the majority of percentage rent is recognized in the fourth quarter. As a result of the above, earnings are generally higher in the fourth quarter.

Sustainability

A recognized leader in sustainability, the Company has achieved the #1 GRESB ranking in the North American Retail Sector for ten consecutive years. A copy of the Company's Corporate Responsibility Report can be obtained from the Company's website at www.macerich.com under "Investors-Corporate Responsibility". Copies of the Company's sustainability policies are also available on the Company's website at www.macerich.com under "Investors-Corporate Governance". Information provided on the Company's website is not incorporated by reference into this Form 10-K.

Available Information; Website Disclosure; Corporate Governance Documents

The Company's corporate website address is https://www.macerich.com. The Company makes available

free-of-charge through this website its reports on Forms 10-K, 10-Q and 8-K and all amendments thereto, as soon as reasonably practicable after the reports have been filed with, or furnished to, the SEC. These reports are available under the heading "Investors-Financial Information-SEC Filings", through a free hyperlink to a third-party service. Information provided on the Company's website is not incorporated by reference into this Form 10-K. The following documents relating to Corporate Governance are available on the Company's website at https://www.macerich.com under "Investors-Corporate Governance":

Guidelines on Corporate Governance Code of Business Conduct and Ethics

Code of Ethics for CEO and Senior Financial Officers Audit Committee Charter

Compensation Committee Charter Executive Committee Charter

Nominating and Corporate Governance Committee Charter You may also request copies of any of these documents by writing to:

Attention: Corporate Secretary The Macerich Company

401 Wilshire Blvd., Suite 700 Santa Monica, CA 90401

ITEM 1A. RISK FACTORS

Set forth below are the risks that we believe are material to our investors and they should be carefully considered. These risks are not all of the risks we face, and other factors not presently known to us or that we currently believe are immaterial may also affect our business if they occur. This section contains forward-looking statements. You should refer to the explanation of the qualifications and limitations on forward-looking statements in "Important Factors Related To Forward-Looking Statements." For purposes of this "Risk Factors" section, Centers wholly owned by us are referred to as "Wholly Owned Centers" and Centers that are partly but not wholly owned by us are referred to as "Joint Venture Centers."

RISKS RELATED TO OUR BUSINESS AND PROPERTIES

We invest primarily in shopping centers, which are subject to a number of significant risks that are beyond our control.

Real property investments are subject to varying degrees of risk that may affect the ability of our Centers to generate sufficient revenues to meet operating and other expenses, including debt service, lease payments, capital expenditures and tenant improvements, and to make distributions to us and our stockholders. A number of factors may decrease the income generated by the Centers, including:

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

the regional and local economy (which may be negatively impacted by rising unemployment, declining real estate values, increased foreclosures, higher taxes, tariffs, plant closings, industry slowdowns, union activity, adverse weather conditions, natural disasters and other factors);

local real estate conditions (such as an oversupply of, or a reduction in demand for, retail space or retail goods, decreases in rental rates, declining real estate values and the availability and creditworthiness of current and prospective tenants);

changes in consumer behaviors, preferences or demographics, which may lead to decreased levels of consumer spending, consumer confidence, and seasonal spending (especially during the holiday season when many retailers generate a disproportionate amount of their annual sales);

increasing use by customers of e-commerce and online store sites and the impact of internet sales on the demand for retail space;

negative perceptions by retailers or shoppers of the safety, convenience and attractiveness of a Center;

acts of violence, including terrorist activities; and

increased costs of maintenance, insurance and operations (including real estate taxes).

Income from shopping center properties and shopping center values are also affected by applicable laws and regulations, including tax, environmental, safety and zoning laws.

A significant percentage of our Centers are geographically concentrated and, as a result, are sensitive to local economic and real estate conditions.

A significant percentage of our Centers are located in California, New York and Arizona. To the extent that weak economic or real estate conditions or other factors affect California, New York or Arizona or any region in which we have a high concentration of properties more severely than other areas of the country, our financial performance could be negatively impacted.

We are in a competitive business.

Our properties compete with other owners, developers and managers of malls, shopping centers and other retail-oriented real estate, including other publicly traded mall companies and large private mall companies, for the acquisition of properties and in attracting tenants or Anchors to occupy space. Competition for property acquisitions may result in increased purchase prices and may adversely affect our ability to make suitable property acquisitions on favorable terms or at all. The existence of competing shopping centers could have a material adverse impact on our ability to lease space and on the rental rates that can be achieved.

There is also increasing competition for tenants and shoppers from other retail formats and technologies, such as lifestyle centers, power centers, outlet centers and online retail shopping that could adversely affect our revenues. The increased popularity of digital and mobile technologies has accelerated the transition of a percentage of market share from shopping at physical stores to web-based shopping. If we are unsuccessful in adapting our business to evolving consumer purchasing habits it may have a material adverse impact on our financial condition and results of operations. Further, the increase in online retail shopping has resulted in, and will continue to result in, the closure of underperforming stores by retailers, which, if sustained, could impact our occupancy levels and the rates that tenants are willing to pay to lease our space.

We may be unable to renew leases, lease vacant space or re-let space as leases expire on favorable terms or at all, or to the appropriate mix of tenants for the Centers, which could adversely affect our financial condition and results of operations.

There are no assurances that our leases will be renewed or that vacant space in our Centers will be re-let at net effective rental rates equal to or above the current average net effective rental rates or that substantial rent abatements, tenant improvements, early termination rights or below-market renewal options will not be offered to attract new tenants or retain existing tenants. If the rental rates at our Centers decrease, if our existing tenants do not renew their leases or if we do not re-let a significant portion of our available space and space for which leases are expiring, our financial condition and results of operations could be adversely affected.

Additionally, if we fail to identify and secure the right blend of tenants at our retail and mixed-use properties, including our properties under development or redevelopment, our Centers may not appeal to the communities they are intended to serve, which could reduce customer traffic and the operations of our tenants and adversely affect our financial condition and results of operations.

If Anchors or other significant tenants experience a downturn in their business, close or sell stores or declare bankruptcy, our financial condition and results of operations could be adversely affected.

Our financial condition and results of operations could be adversely affected if a downturn in the business of, or the bankruptcy or insolvency of, an Anchor or other significant tenant leads them to close retail stores or terminate their leases after seeking protection under the bankruptcy laws from their creditors, including us as lessor. In recent years, including as a result of the general conditions caused by economic uncertainty in the U.S., a number of companies in the retail industry, including some of our tenants, have declared bankruptcy, have gone out of business, have significantly reduced their brick-and-mortar presence or have failed to comply with their contractual obligations to us and others. If one of our tenants files for bankruptcy, we may not be able to collect amounts owed by that party prior to filing for bankruptcy. We may make lease modifications either pre- or post-bankruptcy for certain tenants undergoing significant financial distress in order for them to continue as a going concern. In addition, after filing for bankruptcy, a tenant may terminate any or all of its leases with us, in which event we would have a general unsecured claim against such tenant that would likely be worth less than the full amount owed to us for the remainder of the lease term. Furthermore, we may be required to incur significant expense in re-letting the space vacated by a bankrupt tenant and may not be able to release the space on similar terms or at all. The bankruptcy of a tenant, particularly an Anchor, may require a substantial redevelopment of their space, the success of which cannot be assured, and may make the re-letting of their space difficult and costly, and it may also be difficult to lease the remainder of the space at the affected property.

Furthermore, certain department stores and other national retailers have experienced, and may continue to experience, decreases in customer traffic in their retail stores, increased competition from alternative retail options such as e-commerce and other forms of pressure on their business models. If the in-store sales of retailers operating at our Centers decline significantly due to adverse economic conditions or for any other reason, tenants might be unable to pay their minimum rents or expense recovery charges. In the event of a default by a lessee, the affected Center may experience delays and costs in enforcing its rights as lessor.

Anchors and/or tenants at one or more Centers might also terminate their leases as a result of mergers, acquisitions, consolidations or dispositions in the retail industry. The sale of an Anchor or store to a less desirable retailer may reduce occupancy levels, customer traffic and rental income. Depending on economic conditions, there is also a risk that Anchors or other significant tenants may sell stores operating in our Centers or consolidate duplicate or geographically overlapping store locations. Store closures by an Anchor and/or a significant number of tenants may allow other Anchors and/or certain other tenants to terminate their leases, receive reduced rent and/or cease operating their stores at the Center or otherwise adversely affect occupancy at the Center.

Our real estate acquisition, development and redevelopment strategies, including those implemented as part of the Path Forward Plan, may not be successful.

Our historical growth in revenues, net income and funds from operations has been in part tied to the acquisition, development and redevelopment of shopping centers. Many factors, including the availability and cost of capital, our total amount of debt outstanding, our ability to obtain financing on attractive terms, if at all, interest rates and the availability of attractive acquisition targets, among others, will affect our ability to acquire, develop and redevelop additional properties in the future, including any acquisition, development and redevelopment projects pursued in connection with the Path Forward Plan. We may not be successful in pursuing acquisition opportunities, and newly acquired properties may not perform as well as expected.

Expenses arising from our efforts to complete acquisitions, develop and redevelop properties or increase our market penetration may have a material adverse effect on our business, financial condition and results of operations. We face competition for acquisitions primarily from other REITs, as well as from private real estate companies or investors. Some of our competitors have greater financial and other resources. Increased competition for shopping center acquisitions may result in increased purchase prices and may adversely impact our ability to acquire additional properties on favorable terms, or at all. We cannot guarantee that we will be able to implement our growth strategy successfully or manage our expanded operations effectively and profitably.

We may not be able to achieve the anticipated financial and operating results from newly acquired assets.

Some of the factors that could affect anticipated results are:

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

our ability to raise long-term financing to implement a capital structure at a cost of capital consistent with our business strategy.

Our business strategy also includes the selective development and construction of retail properties. On a selective basis, our business strategy may include mixed-use densification to maximize space at our Regional Retail Centers, including by developing available land at our Regional Retail Centers or by demolishing underperforming department store boxes and redeveloping the land. Any development, redevelopment and construction activities that we may undertake will be subject to the risks of real estate development, including lack of financing, construction delays, environmental requirements, rising construction costs, budget overruns, sunk costs and lease-up. Furthermore, occupancy rates and rents at a newly completed property may not be sufficient to make the property profitable. Real estate development activities are also subject to risks relating to the inability to obtain, or delays in obtaining, all necessary zoning, land-use, building, and occupancy and other required governmental permits and authorizations. If any of the above events occur, our ability to pay dividends to our stockholders and service our indebtedness could be adversely affected.

Additionally, if we elect to pursue a "mixed-use" redevelopment, we expose ourselves to risks associated with each non-retail use (e.g., office, residential, hotel and entertainment), and the performance of our retail tenants in such properties may be negatively impacted by delays in opening and/or the performance of such non-retail uses. We have less experience in developing and managing non-retail real estate than we do with retail real estate and, as a result, we may seek to contract with a third-party developer or third-party manager with more experience in non-retail uses. In addition to the risks typically associated with the development of commercial real estate generally, we would also be exposed to the risks associated with the ownership and management of non-retail real estate, including limited experience in managing certain types of non-retail

properties and the adverse impacts of competition and trends in the non-retail industry. For example, in the case of office properties, some businesses are rapidly evolving to make employee telecommuting, flexible work schedules, open workplaces and teleconferencing increasingly common, which may enable businesses to reduce their space requirements and erode the overall demand for office space over time, which, in turn, may place downward pressure on occupancy, rental rates and property valuations, each of which could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders to the extent we own office property.

Excess space at our properties could materially and adversely affect us.

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 begin to experience, such oversupply in the future. The pace of bankruptcies involving our tenants has remained steady in recent 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 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.

Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms.

As part of the Path Forward Plan, we sold certain properties in 2024 and 2025 and we expect 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.

Our real estate assets may be subject to impairment charges.

We periodically assess whether there are any indicators, including property operating performance, changes in anticipated holding period and general market conditions, that the value of our real estate assets and other investments may be impaired. A property's value is considered to be impaired only if the estimated aggregate future undiscounted and unleveraged property cash flows, taking into account the anticipated probability weighted average holding period, are less than the carrying value of the property. In our estimate of cash flows, we consider trends and prospects for a property and the effects of demand and competition on expected future operating income. If we are evaluating the potential sale of an asset or redevelopment alternatives, the undiscounted future cash flows consider the most likely course of action as of the balance sheet date based on current plans, intended holding periods and available market information. We are required to make subjective assessments as to whether there are impairments in the value of our real estate assets and other investments. Impairment charges have an immediate direct impact on our earnings. We have taken impairment charges on certain of our assets in the past and there can be no assurance that we will not take additional charges in the future. Any future impairment could have a material adverse effect on our operating results in the period in which the charge is recognized.

Possible environmental liabilities could adversely affect us.

Each of the Centers has undergone Environmental Site Assessment-Phase I studies conducted by an environmental consultant. As a result of these assessments and other information, we are aware of certain environmental issues present at certain Centers or at properties neighboring certain Centers, such as asbestos containing materials ("ACMs") (some of which may ultimately require removal under certain conditions, though the company has developed an operations and maintenance plan to manage ACMs), underground storage tanks (which are often present at or near Centers in connection with gasoline stations or automotive tire, battery and accessory services centers, and some of which may have leaked or are suspected to have leaked) and chlorinated hydrocarbons (such as perchloroethylene and its degradation byproducts, which have been detected at certain Centers and are often present in connection with tenant dry cleaning operations). These issues may result in potential environmental liability and cause us to incur costs in responding to these liabilities or in other costs associated with future investigation or remediation.

Under various federal, state and local environmental laws, ordinances and regulations, a current or previous owner or operator of real property may be liable for the costs of removal or remediation of hazardous or toxic substances on, under or in that real property. These laws often impose liability whether or not the owner or operator knew of, or was responsible for, the presence of hazardous or toxic substances. The costs of investigation, removal or remediation of hazardous or toxic substances may be substantial. In addition, the presence of hazardous or toxic substances, or the failure to remedy environmental hazards properly, may adversely affect the owner's or operator's ability to sell or rent affected real property or to borrow money using affected real property as collateral.

Persons or entities that arrange for the disposal or treatment of hazardous or toxic substances may also be liable for the costs of removal or remediation of hazardous or toxic substances at the disposal or treatment facility, whether or not that facility is owned or operated by the person or entity arranging for the disposal or treatment of hazardous or toxic substances. For example, laws exist that impose liability for release of ACMs into the air, and third parties may seek recovery from owners or operators of real property for personal injury associated with exposure to ACMs. In connection with our ownership, operation, management, development and redevelopment of the Centers, or any other centers or properties we acquire in the future, we may be potentially liable under these laws and may incur costs in responding to these liabilities.

We face risks associated with climate change.

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 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.

Some of our properties are subject to potential natural or other disasters.

Some of our Centers are located in areas that are subject to natural disasters, including our Centers in California or in other areas with higher risk of earthquakes, wildfires or other catastrophic weather events, our Centers in flood plains or in areas that may be adversely affected by tornadoes, as well as our Centers in coastal regions that may be adversely affected by increases in sea levels or in the frequency or severity of hurricanes, tropical storms or other severe weather conditions. The occurrence of natural disasters can delay redevelopment or development projects, increase investment costs to repair or replace damaged properties, increase future property insurance costs and negatively impact the tenant demand for lease space. If insurance is unavailable to us or is unavailable on acceptable terms, or our insurance is not adequate to cover losses from these events, our financial condition and results of operations could be adversely affected.

Uninsured or underinsured losses could adversely affect our financial condition.

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 $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 $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 two-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.

If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital we have invested in a property, as well as the anticipated future revenue from the property, but may remain obligated for any mortgage debt or other financial obligations related to the property.

Our property taxes may increase without notice.

The real property taxes on our properties and any other properties that we develop or acquire in the future may increase as property tax rates change and as those properties are assessed or reassessed by tax authorities. While most of our leases require the tenant to pay their pro rata share of property taxes, some or all of such property taxes may not be collectible from our tenants. An increase in our property tax rates or the assessed value of our properties could have an adverse effect on our financial position, results of operations, cash flows and ability to make expected distributions to our stockholders.

Compliance with the Americans with Disabilities Act and fire, safety and other regulations may require us to make expenditures that could adversely affect our cash flows.

All of the properties in our portfolio are required to comply with the Americans with Disabilities Act (the "ADA"). Compliance with the ADA requirements could require removal of access barriers, and

non-compliance could result in the imposition of fines by the United States government, awards of damages to private litigants, or both. While the tenants to whom our portfolio is leased are obligated to comply with ADA provisions, within their leased premises, if required changes within their leased premises involve greater expenditures than anticipated, or if the changes must be made on a more accelerated basis than anticipated, the ability of tenants to cover costs could be adversely affected. Furthermore, we are required to comply with ADA requirements within the common areas of the properties in our portfolio and we may not be able to pass on to our tenants any costs necessary to remediate any common area ADA issues. In addition, we are required to operate the properties in compliance with fire and safety regulations, building codes and other land use regulations, as they may be adopted by governmental agencies and bodies and become applicable to our portfolio. We may be required to make substantial capital expenditures to comply with, and we may be restricted in our ability to renovate or redevelop the properties subject to, those requirements and to comply with the provisions of the ADA. The resulting expenditures and restrictions could have a material adverse effect on our financial condition and operating results.

We face risks associated with and have been the target of security breaches through cyber attacks, cyber intrusions or otherwise, as well as other significant disruptions of our information technology (IT) networks and related systems.

We, like others in our industry, have experienced and expect to continue to experience cyber threats including data breaches, whether through cyber attacks or cyber intrusions over the Internet, malware, computer viruses, attachments to emails, 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.

Artificial generative intelligence technologies present risks related to the control of our proprietary business information, keeping such information confidential, and emerging regulatory risk, any or all of which may adversely affect our business and results of operations.

There are risks associated with AI, any or all of which could adversely affect our business. Issues in the development and use of AI, combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations. We have adopted certain generative AI tools into our systems for specific use cases reviewed by legal and information security. Where a generative AI or machine learning model ingests our proprietary information and makes connections using such data, those technologies may reveal other sensitive, proprietary, or confidential information generated by the model.

Additionally, our vendors may incorporate generative AI tools into their services and deliverables without disclosing this use to us, and the providers of these generative AI tools may not meet existing or rapidly evolving regulatory or industry standards with respect to privacy and data protection and may inhibit our or our vendors' ability to maintain an adequate level of service and experience or confidentiality. Moreover, generative AI or machine learning models may create incomplete, inaccurate, or otherwise flawed outputs, some of which may be difficult to detect. Reliance on such flawed outputs could result in adverse consequences to us, including exposure to reputational and competitive harm, customer loss, and legal liability. Laws or regulations may prevent or limit our ability to use AI in our business, lead to regulatory fines or penalties, require significant resources to modify and maintain business practices to comply with applicable law or necessitate changes in our business practices. If we cannot use AI, or if our use is restricted, our business may be less efficient, or we may be at a competitive disadvantage. Any of these outcomes could damage our reputation, result in the loss of valuable property and information, and adversely impact our business.

Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations.

Because our properties are open to the public, they are exposed to risks related to acts of violence and vandalism, civil unrest, criminal activity, including organized retail crime, and actual or threatened terrorist attacks that may be beyond our control or ability to prevent. If any of these incidents were to occur, the relevant property could face material damage physically and reputationally, and the revenue generated by such property and its tenants could be negatively impacted. Consumers may also perceive a heightened threat of these risks due to increased crime in markets where the Centers are located and negative media attention. Concern around safety risk may impact the willingness of consumers, tenants and tenants' employees to shop and/or work at our properties, which could result in decreased consumer traffic and decreased sales at our properties, or increase the need for additional expenditures on security resources. Such a resulting decrease in retail demand could adversely impact our revenue and the value of our properties, as well as make it difficult for us to renew or

re-lease our properties.

Terrorist activities or violence and vandalism could also directly affect the value of our properties through damage, destruction or loss. Further, the availability of insurance for such acts, or of insurance generally, might be reduced or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations.

Any future pandemic, epidemic or outbreak of any highly infectious disease could cause disruptions in the U.S., regional and global economies and could materially and adversely impact our business, financial condition and results of operations and the business, financial condition and results of operations of our tenants.

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. Additionally, 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:

a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, which could adversely affect our operations and those of our tenants;

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 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 which, if sustained, 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;

inability to renew leases, lease vacant space, including vacant space from tenant bankruptcies and defaults, or re-let space as leases expire on favorable terms, or at all, which could result in lower rental payments or reduced occupancy levels, or could cause interruptions or delays in the receipt of rental payments;

the closure of Anchors at one or more of our properties, which could trigger co-tenancy lease clauses within one or more of our leases at such properties and could potentially lead to a decline in revenue and occupancy;

a potential negative impact on our financial results could adversely impact our compliance with the financial covenants within our credit facility and other debt agreements or cause a failure to meet certain of these financial covenants, which could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness and could have a material adverse effect on us;

a potential decline in asset values at one or more of our properties encumbered by mortgage debt, which could inhibit our ability to successfully refinance one or more such properties, result in the default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness; and

disruption and instability in the global financial markets or deteriorations in credit and financing conditions could make it difficult for us to access debt and equity capital on attractive terms, or at all, and could also impact our ability to fund business activities, repay debt on a timely basis and renew, extend or replace our credit facility prior to its maturity date at all or on terms that are favorable to us.

Inflation may adversely affect our financial condition and results of operations.

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 and 2025, they remain elevated relative to the years preceding 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:

Increases in interest rates on our outstanding floating-rate debt as well as higher interest rates on any new and refinanced fixed-rate debt;

Difficulty in replacing or renewing expiring leases with new leases at higher rents; and

Decreasing tenant sales as a result of decreased consumer spending which could adversely affect the ability of our tenants to meet their rent obligations and/or result in lower percentage rents.

Additionally, even though most of our leases require tenants to pay their pro rata share of utilities and real estate taxes, as well as a stated amount for operating expenses regardless of the expenses actually incurred at any Center, substantial inflationary pressures and increased operating costs may increase our exposure to rising property expenses, which would reduce our cash flows and profits, and make it more difficult to maintain our historical cost controls at the Centers.

Elevated interest rates may adversely affect our financial condition and results of operations.

Interest rates began to decrease in 2025, although they remain high and may 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.

Additionally, as a result of elevated interest rates, borrowing costs on our outstanding floating-rate debt as well as on new and refinanced fixed-rate debt have increased and may continue to rise. We are subject to the risks normally associated with debt financing and increased borrowing costs, including the risk that our cash flow from operations will be insufficient to meet required debt service and that elevated interest rates could adversely affect our debt service costs.

In certain cases, we may limit our exposure to interest rate fluctuations related to a portion of our floating-rate debt by the use of interest rate cap and swap agreements. Such agreements, subject to current market conditions, allow us to replace floating-rate debt with fixed-rate debt in order to achieve our desired ratio of floating-rate to fixed-rate debt. However, in an elevated interest rate environment, the fixed rates we can obtain with such replacement fixed-rate cap and swap agreements or the fixed-rate on new and refinanced debt will also remain elevated. Our use of interest rate hedging arrangements may also expose us to additional risks, including that the counterparty to the arrangement may fail to honor its obligations and that termination of these arrangements typically involves costs such as transaction fees or breakage costs. There can be no assurance that our hedging activities will have the desired impact on our results of operations, liquidity or financial condition.

Although the extent of any prolonged periods of high interest rates remains unknown at this time, negative impacts to our borrowing costs may also adversely affect our future business plans and growth, at least in the near term.

International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business.

International trade disputes, including threatened or implemented tariffs by the United States and threatened or implemented tariffs by foreign countries in retaliation, could adversely impact our business. Many of our tenants sell imported goods and tariffs or other trade restrictions could increase costs for these tenants. To the extent our tenants are unable to pass these costs on to their customers, our tenants could be adversely impacted. In addition, international trade disputes, including those related to tariffs, could result in inflationary pressures that directly impact our costs, such as costs for steel, lumber and other materials applicable to our redevelopment projects. Trade disputes could also adversely impact global supply chains which could further increase costs for us and our tenants or delay delivery of key inventories and supplies.

We have substantial debt that could affect our future operations.

Our total outstanding loan indebtedness at December 31, 2025 was $6.59 billion (consisting of $5.07 billion of consolidated debt, less $0.03 billion attributable to noncontrolling interests, plus $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 two to three 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. Under the Path Forward Plan, 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 defaulted on the outstanding mortgage loan on our Santa

Monica Place property on its maturity and, as a result, the loan is in default. In February 2026, one of our joint ventures defaulted on the outstanding loan at our Twenty Ninth Street joint venture property on its maturity and, as a result, the loan is in default.

We are obligated to comply with financial and other covenants that could affect our operating activities.

Our unsecured credit facilities contain financial covenants, including interest coverage requirements, as well as limitations on our ability to incur debt, make dividend payments and make certain acquisitions. These covenants may restrict our ability to pursue certain business initiatives or certain transactions that might otherwise be advantageous. In addition, failure to meet certain of these financial covenants could cause an event of default, which, if not cured or waived, could accelerate some or all of such indebtedness which could have a material adverse effect on us.

We depend on external financings for our growth and ongoing debt service requirements and are subject to refinancing risk.

We depend primarily on external financings, principally debt financings and, in more limited circumstances, equity financings, to fund the growth of our business and to ensure that we can meet ongoing maturities of our outstanding debt. Our access to financing depends on the willingness of banks, lenders and other institutions to lend to us based on their underwriting criteria which can fluctuate with market conditions and on conditions in the capital markets in general. In addition, levels of market disruption and volatility could materially adversely impact our ability to access the capital markets for equity financings.

We are also subject to the risks normally associated with debt financings, including the risk that our cash flow from operations will be insufficient to meet required debt service or that we will be unable to refinance such indebtedness on acceptable terms, or at all. If principal payments due at maturity cannot be refinanced, extended or repaid with proceeds from other sources, such as new equity capital, our cash flow may not be sufficient to repay all maturing debt in years when significant "balloon" payments come due. In addition, there are no assurances that we will continue to be able to obtain the financing we need for future growth on acceptable terms, or at all, and any new or refinanced debt could also impose more restrictive terms.

Our success depends, in part, on our ability to attract and retain talented employees, and the loss of any one of our key personnel could adversely impact our business.

The success of our business depends, in part, on the leadership and performance of our executive management team and key employees, and our ability to attract, retain and motivate talented employees could significantly impact our future performance. Competition for these individuals is intense, and we cannot assure you that we will retain our executive management team and key employees or that we will be able to attract and retain other highly qualified individuals for these positions in the future. Losing any one or more of these persons could have a material adverse effect on our results of operations, financial condition and cash flows.

The price of our common stock has and may continue to fluctuate significantly, which may make it difficult for our stockholders to resell their shares when they want or at prices they find attractive.

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.

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

Certain individuals have substantial influence over the management of both us and the Operating Partnership, which may create conflicts of interest.

Under the limited partnership agreement of the Operating Partnership, we, as the sole general partner, are responsible for the management of the Operating Partnership's business and affairs. Conflicts of interest may exist or could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our Operating Partnership or any of its partners, on the other. Our directors and officers have duties to our Company under Maryland law in connection with their management of our Company. At the same time, we have duties and obligations to our Operating Partnership and its limited partners under Delaware law as modified by the partnership agreement of our Operating Partnership in connection with the management of our Operating Partnership as the sole general partner. Our duties and obligations as the general partner of our Operating Partnership may come into conflict with the duties of our directors and officers to our Company and our stockholders.

Outside partners in Joint Venture Centers result in additional risks to our stockholders.

We own partial interests in property partnerships that own 12 Joint Venture 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.

We have fiduciary responsibilities to our joint venture partners that could affect decisions concerning the Joint Venture Centers. Our partners in certain Joint Venture Centers (notwithstanding our majority legal ownership) share control of major decisions relating to the Joint Venture Centers, including decisions with respect to sales, refinancings and the timing and amount of additional capital contributions, as well as decisions that could have an adverse impact on us.

In addition, we may lose our management and other rights relating to the Joint Venture Centers if:

we fail to contribute our share of additional capital needed by the property partnerships; or

we default under a partnership agreement for a property partnership or other agreements relating to the property partnerships or the Joint Venture Centers.

Furthermore, if one of our joint venture partners filed for bankruptcy, it could materially and adversely affect the respective property or properties. Pursuant to the bankruptcy code, we could be precluded from taking some actions affecting the estate of our joint venture partner without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a Joint Venture Center has incurred recourse obligations, the discharge in bankruptcy of one of the joint venture partners might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.

Our legal ownership interest in a joint venture vehicle may, at times, not equal our economic interest in the entity because of various provisions in certain joint venture agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and payments of preferred returns. As a result, our actual economic interest (as distinct from our legal ownership interest) in certain of the Joint Venture Centers could fluctuate from time to time and may not wholly align with our legal ownership interests. Substantially all of our joint venture agreements contain rights of first refusal, buy-sell provisions, exit rights, default dilution remedies and/or other break up provisions or remedies which are customary in real estate joint venture agreements and which may, positively or negatively, affect the ultimate realization of cash flow and/or capital or liquidation proceeds.

Our holding company structure makes us dependent on distributions from the Operating Partnership.

Because we conduct our operations through the Operating Partnership, our ability to service our debt obligations and pay dividends to our stockholders is strictly dependent upon the earnings and cash flows of the Operating Partnership and the ability of the Operating Partnership to make distributions to us. Under the Delaware Revised Uniform Limited Partnership Act, the Operating Partnership is prohibited from making any distribution to us to the extent that at the time of the distribution, after giving effect to the distribution, all liabilities of the Operating Partnership (other than some non-recourse liabilities and some liabilities to the partners) exceed the fair value of the assets of the Operating Partnership. An inability to make cash distributions from the Operating Partnership could jeopardize our ability to maintain qualification as a REIT.

An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock.

The Ownership Limit. In order for us to maintain our qualification as a REIT, not more than 50% in value of our outstanding stock (after taking into account certain options to acquire stock) may be owned, directly or indirectly or through the application of certain attribution rules, by five or fewer individuals (as defined in the Internal Revenue Code of 1986, as amended (the "Code"), to include some entities that would not ordinarily be considered "individuals") at any time during the last half of a taxable year. To assist us in maintaining our qualification as a REIT, among other purposes, our Charter restricts ownership of more than 5% (the "Ownership Limit") of the lesser of the number or value of our outstanding shares of stock by any single stockholder or a group of stockholders (with limited exceptions). In addition to enhancing preservation of our status as a REIT, the Ownership Limit may:

have the effect of delaying, deferring or preventing a change in control of us or other transaction without the approval of our board of directors, even if the change in control or other transaction is in the best interests of our stockholders; and

limit the opportunity for our stockholders to receive a premium for their common stock or preferred stock that they might otherwise receive if an investor were attempting to acquire a block of stock in excess of the Ownership Limit or otherwise effect a change in control of us.

Our board of directors, in its sole discretion, may waive or modify (subject to limitations and upon any conditions as it may direct) the Ownership Limit with respect to one or more of our stockholders, if it is satisfied that ownership in excess of this limit will not jeopardize our status as a REIT.

Selected Provisions of our Charter and bylaws. Some of the provisions of our Charter and bylaws may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares. These provisions include the following:

advance notice requirements for stockholder nominations of directors and stockholder proposals to be considered at stockholder meetings;

the obligation of our directors to consider a variety of factors with respect to a proposed business combination or other change of control transaction;

the authority of our directors to classify or reclassify unissued shares and cause the Company to issue shares of one or more classes or series of common stock or preferred stock;

the authority of our directors to create and cause the Company to issue rights entitling the holders thereof to purchase shares of stock or other securities from us; and

limitations on the amendment of our Charter, the change in control of us, and the liability of our directors and officers.

Certain provisions of Maryland law could inhibit a change in control or reduce the value of our common stock.

Certain provisions of the Maryland General Corporation Law (the "MGCL") may have the effect of delaying, deferring or preventing a third party from making an acquisition proposal for us and may inhibit a change in control that holders of some, or a majority, of our shares might believe to be in their best interests or that could give our stockholders the opportunity to realize a premium over the then-prevailing market prices for our shares, including:

"Business Combination" provisions that, subject to limitations, prohibit certain business combinations between us and an "interested stockholder" (defined generally as any person who beneficially owns 10%

or more of the voting power of our outstanding voting stock or an affiliate or associate of ours who, at any time within the two-year period immediately prior to the date in question, was the beneficial owner of 10% or more of our then outstanding stock) or an affiliate of an interested stockholder for five years after the most recent date on which the stockholder becomes an interested stockholder, and thereafter may impose special appraisal rights and special stockholder voting requirements on these combinations; and

"Control Share" provisions that provide that holders of "control shares" of our Company (defined as shares which, when aggregated with other shares controlled by the stockholder, entitle the stockholder to exercise one of three increasing ranges of voting power in electing directors) acquired in a "control share acquisition" (defined as the direct or indirect acquisition of ownership or control of "control shares") have no voting rights except to the extent approved by our stockholders by the affirmative vote of at least two-thirds of all the votes entitled to be cast on the matter, excluding all interested shares.

As permitted by the MGCL, our Charter contains certain exemptions from the "business combination" provisions. The MGCL also allows the board of directors to exempt particular business combinations before the interested stockholder becomes an interested stockholder. Furthermore, a person is not an interested stockholder if the transaction by which he or she would otherwise have become an interested stockholder is approved in advance by the board of directors.

Additionally, pursuant to a provision in our bylaws, we have opted out of the "control share" acquisition provisions of the MGCL. However, in the future, we may, without the approval of our stockholders, by amendment to our bylaws, opt in to the control share provisions of the MGCL. The MGCL and our Charter also contain supermajority voting requirements with respect to our ability to amend certain provisions of our Charter, merge, or sell all or substantially all of our assets.

Furthermore, our board of directors has adopted a resolution prohibiting us from electing to be subject to the provisions of Title 3, Subtitle 8 of the MGCL that would, among other things, permit our board of directors to classify the board without stockholder approval. Such provisions of Title 3, Subtitle 8 of the MGCL could have an anti-takeover effect. We may only elect to be subject to the classified board provisions of Title 3, Subtitle 8 after first obtaining the approval of our stockholders.

FEDERAL INCOME TAX RISKS

If we were to fail to qualify as a REIT, we would have reduced funds available for distributions to our stockholders.

We believe that we currently qualify as a REIT. No assurance can be given that we will remain qualified as a REIT. Qualification as a REIT involves the application of highly technical and complex Code provisions for which there are only limited judicial or administrative interpretations. The complexity of these provisions and of the applicable income tax regulations is greater in the case of a REIT structure like ours that holds assets through the Operating Partnership and joint ventures. The determination of various factual matters and circumstances not entirely within our control, including determinations by our partners in the Joint Venture Centers, may affect our continued qualification as a REIT. In addition, legislation, new regulations, administrative interpretations or court decisions could significantly change the tax laws with respect to our qualification as a REIT or the U.S. federal income tax consequences of that qualification.

In addition, we currently hold certain of our properties through subsidiaries that have elected to be taxed as REITs and we may in the future determine that it is in our best interests to hold one or more of our other properties through one or more subsidiaries that elect to be taxed as REITs. If any of these subsidiaries fails to qualify as a REIT for U.S. federal income tax purposes, then we may also fail to qualify as a REIT for U.S. federal income tax purposes.

If in any taxable year we were to fail to qualify as a REIT, we will suffer the following negative results:

we will not be allowed a deduction for distributions to stockholders in computing our taxable income; and

we will be subject to U.S. federal and state income tax on our taxable income at regular corporate rates.

In addition, if we were to lose our REIT status, we would be prohibited from qualifying as a REIT for the four taxable years following the year during which the qualification was lost, absent relief under statutory provisions. As a result, net income and the funds available for distributions to our stockholders would be reduced for at least five years and the fair market value of our shares could be materially adversely affected.

Furthermore, the Internal Revenue Service could challenge our REIT status for past periods. Such a challenge, if successful, could result in us owing a material amount of tax, interest and penalties for prior periods. It is possible that future economic, market, legal, tax or other considerations might cause our board of directors to revoke our REIT election.

Disclaimer

The Macerich Company published this content on April 22, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 22, 2026 at 20:51 UTC.