Business Context and Reporting Period
This Form 8-K filing by The Macerich Company (Macerich) reports on events occurring between June 15, 2026, and June 26, 2026. The report details the full exercise of an underwriting option related to a forward sale agreement for the company's common stock.
Key Financial Metrics and Transaction Details
- Transaction Type: Forward sale agreement involving the sale of common stock.
- Shares Sold (Option): 2,100,000 shares of Common Stock.
- Price per Share: $23.12325.
- Underwriters: Goldman Sachs & Co. LLC, Deutsche Bank Securities Inc., J.P. Morgan Securities LLC, Morgan Stanley & Co. LLC, BMO Capital Markets Corp., TD Securities (USA) LLC, and Scotia Capital (USA) Inc.
- Settlement Terms: Expected physical settlement no later than June 16, 2027. Cash or net share settlement is also possible.
- Use of Proceeds: Funding future acquisition opportunities and general corporate purposes via The Macerich Partnership, L.P.
Material Changes
The primary material change is the increase in the total number of shares subject to the forward sale agreement. Initially, 14,000,000 shares were sold on June 17, 2026. Following the full exercise of the 30-day option on June 23, 2026, an additional 2,100,000 shares were added to the agreement, bringing the total optioned shares to 2,100,000 for this specific tranche.
Outlook, Risks, and Management Commentary
- Settlement Risk: While Macerich expects to physically settle the agreements for cash proceeds, the company retains the right to cash settle or net share settle. In such scenarios, the company may not receive proceeds and could owe cash or shares to the Forward Purchasers.
- Timing: Proceeds are not immediate; physical settlement is expected to occur on or before June 16, 2027.
- Capital Allocation: Net proceeds will be contributed to the Operating Partnership for acquisitions and general corporate purposes. Pending use, funds may be held in short-term, interest-bearing deposit accounts.
Investor Verification Checklist
- Verify the total aggregate number of shares sold under the initial agreement and the option exercise (14,000,000 + 2,100,000).
- Confirm the settlement date and method (physical vs. cash/net) when the transaction closes in 2027.
- Monitor the Operating Partnership's capital deployment for acquisitions as proceeds are received.
- Review the impact of potential dilution if the company elects net share settlement instead of physical delivery.