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of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class

Trading

symbol(s)

Name of each exchange

on which registered

Results of Operations and Financial Condition.

Net loss attributable to the Company was $190.4 million or $1.27 per share-diluted for the quarter ended December 31, 2020, compared to net income attributable to the Company of $26.9 million or $0.19 per share-diluted attributable to the Company for the quarter ended December 31, 2019. Included within net loss attributable to the Company for the 4^th quarter of 2020 is a loss on remeasurement of assets pertaining to Fashion District Philadelphia of $163.3 million.

Funds from operations-diluted (“FFO”), excluding financing expense in connection with Chandler Freehold, was $72.9 million or $0.45 per share-diluted, compared to $148.1 million or $0.98 per share-diluted for the quarter ended December 31, 2019. The major items contributing to this quarterly FFO, excluding financing expense in connection with Chandler Freehold, decline were primarily the following:

$38 million revenue decline from COVID-19 related rent abatements across permanent and temporary leasing revenue lines.

$21 million COVID-19 related decline in common area and ancillary revenues, including specialty leasing/temporary tenant revenue, percentage rent revenue, business development revenue and parking revenue.

General top-line revenue decreases totaling approximately $12 million driven primarily by COVID-19 related occupancy decreases.

$6 million of bad debt expense, including revenue reversals from tenants on a cash basis per GAAP.

$8 million quarterly decrease from (loss)/gain on undepreciated asset sales or write-down from consolidated assets, including a $5 million impairment charge in the fourth quarter of 2020 for undeveloped land that is currently under contract for sale.

The dilutive impact of additional common shares issued resulting from the second quarter of 2020 stock dividend.

Same center net operating income, excluding lease termination income, decreased 22% in 2020 as compared to 2019 as a result of widespread mall closures and regional stay-at-home orders during 2020 caused by the COVID-19 pandemic.

All properties in the Company’s portfolio resumed operations as of early October 2020 and have remained open since that time.

Rent collections continued to improve as the year progressed, with collection rates increasing to approximately 89% in the 3^rd quarter of 2020 and 91% in the 4th quarter of 2020.

Mall portfolio occupancy was 89.7% at December 31, 2020, compared to 94.0% at December 31, 2019.

Average rent per square foot was $61.87 at December 31, 2020. This represents a 1.3% increase compared to $61.06 as of December 31, 2019, and 0.7% decrease compared to $62.29 at September 30, 2020.

11 of our properties achieved SafeGuard certification from Bureau Veritas, an internationally recognized testing and certification board. This program is considered to be the gold standard audit for disinfection, cleaning and COVID-19 safety protocols. We have adopted best practices relating to COVID-19 cleaning and operational protocols at all our properties, and we are proceeding with the same certification portfolio-wide in 2021.

The Company continues to make significant progress in its negotiations with national and local tenants to secure rental payments, despite a significant portion of the Company’s tenants requesting rental assistance, whether in the form of deferral or rent reduction. For example, of the nearly 200 national tenants in the Company’s portfolio, the Company has agreed to repayment terms with and/or received payments

from approximately 93% based on gross rent, and is negotiating terms with another 1%, while approximately 2% have filed for bankruptcy and have either liquidated or plan to liquidate their entire store fleet. The 4% (based on gross rent) balance of our national tenants are currently unresolved.

We now have commitments for 43% of the leases expiring in 2021, and we are in active lease negotiations on another 42% of the leases expiring in 2021.

One Westside in Los Angeles, a 584,000 square foot creative office redevelopment, continues on schedule with a planned delivery to Google in early 2022.

Restoration Hardware Gallery opened at The Village at Corte Madera in Corte Madera, CA.

Comcast, Dick’s Sporting Goods (“Dick’s”) and Round One opened within the majority of the former Sears store at Deptford Mall in Deptford, NJ.

Dick’s opened within a portion of the former Sears store at Vintage Faire Mall in Modesto, CA.

Dick’s opened in a newly expanded footprint within a portion of the former Forever 21 store at Danbury Fair in Danbury, CT.

Saratoga Hospital opened within the former Sears store at Wilton Mall in Saratoga Springs, NY.

Revenues:

Leasing revenue

Other income

Management Companies’ revenues

Total revenues

Expenses:

Shopping center and operating expenses

Management Companies’ operating expenses

Leasing expenses

REIT general and administrative expenses

Depreciation and amortization

Interest expense (a)

Loss on extinguishment of debt

Total expenses

Equity in (loss) income of unconsolidated joint ventures

Income tax (expense) benefit

Loss on remeasurement of assets

(Loss) gain on sale or write down of assets, net

Net (loss) income

Less net (loss) income attributable to noncontrolling interests

Net (loss) income attributable to the Company

Weighted average number of shares outstanding - basic

Weighted average shares outstanding, assuming full conversion of OP Units (b)

Weighted average shares outstanding - Funds From Operations (“FFO”) - diluted (b)

Earnings per share (“EPS”) - basic

EPS - diluted

Dividend paid per share

FFO - basic and diluted (b) (c)

FFO - basic and diluted, excluding financing expense in connection with Chandler Freehold (b) (c)

FFO - basic and diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt (b) (c)

FFO per share - basic and diluted (b) (c)

FFO per share - basic and diluted, excluding financing expense in connection with Chandler Freehold (b) (c)

FFO per share - basic and diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt (b) (c)

The Company accounts for its investment in the Chandler Fashion Center and Freehold Raceway Mall (“Chandler Freehold”) joint venture as a financing arrangement. As a result, the Company has included in interest expense (i) a credit of $42,729 and $139,522 to adjust for the change in the fair value of the financing arrangement obligation during the three and twelve months ended December 31, 2020, respectively; and a credit of $5,662 and $76,640 to adjust for the change in the fair value of the financing arrangement obligation during the three and twelve months ended December 31, 2019, respectively; (ii) distributions of $259 and $1,144 to its partner representing the partner’s share of net (loss) income for the three and twelve months ending December 31, 2020, respectively; and $2,027 and $7,184 to its partner representing the partner’s share of net income for the three and twelve months ended December 31, 2019, respectively; and (iii) distributions of ($259) and $3,097 to its partner in excess of the partner’s share of net income for the three and twelve months ended December 31, 2020, respectively; and $867 and $6,939 to its partner in excess of the partner’s share of net income for the three and twelve months ended December 31, 2019, respectively.

The Macerich Partnership, L.P. (the “Operating Partnership” or the “OP”) has operating partnership units (“OP units”). OP units can be converted into shares of Company common stock. Conversion of the OP units not owned by the Company has been assumed for purposes of calculating FFO per share and the weighted average number of shares outstanding. The computation of average shares for FFO - diluted includes the effect of share and unit-based compensation plans, stock warrants and convertible senior notes using the treasury stock method. It also assumes conversion of MACWH, LP preferred and common units to the extent they are dilutive to the calculation.

The Company uses FFO in addition to net income to report its operating and financial results and considers FFO and FFO-diluted as supplemental measures for the real estate industry and a supplement to Generally Accepted Accounting Principles (“GAAP”) measures. The National Association of Real Estate Investment Trusts (“Nareit”) defines FFO as net income (loss) (computed in accordance with GAAP), excluding gains (or losses) from sales of properties, plus real estate related depreciation and amortization, impairment write-downs of real estate and write-downs of investments in an affiliate where the write-downs have been driven by a decrease in the value of real estate held by the affiliate and after adjustments for unconsolidated joint ventures. Adjustments for unconsolidated joint ventures are calculated to reflect FFO on the same basis.

Net (loss) income attributable to the Company

Adjustments to reconcile net (loss) income attributable to the Company to FFO attributable to common stockholders and unit holders - basic and diluted:

Noncontrolling interests in the OP

Loss on remeasurement of assets

Loss (gain) on sale or write down of consolidated assets, net

Add: (loss) gain on undepreciated asset sales or write-down from consolidated assets

Loss on write down of consolidated non-real estate assets

Noncontrolling interests share of (loss) gain on sale or write-down of consolidated joint ventures, net

Loss (gain) on sale or write down of assets from unconsolidated joint ventures (pro rata), net

Depreciation and amortization on consolidated assets

Less depreciation and amortization allocable to noncontrolling interests

in consolidated joint ventures

Depreciation and amortization on unconsolidated joint ventures (pro rata)

Less: depreciation on personal property

FFO attributable to common stockholders and unit holders - basic and diluted

Financing expense in connection with Chandler Freehold

FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold - basic and diluted

Loss on extinguishment of debt

FFO attributable to common stockholders and unit holders, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt - diluted

EPS - diluted

Per share impact of depreciation and amortization of real estate

Per share impact of loss on remeasurement of assets

Per share impact of loss on sale or write down of assets, net

FFO per share - basic and diluted

Per share impact of financing expense in connection with Chandler Freehold.

FFO per share - basic and diluted, excluding financing expense in connection with Chandler Freehold

Per share impact of loss on extinguishment of debt

FFO per share - basic and diluted, excluding financing expense in connection with Chandler Freehold and loss on extinguishment of debt

Net (loss) income attributable to the Company

Interest expense - consolidated assets

Interest expense - unconsolidated joint ventures (pro rata)

Depreciation and amortization - consolidated assets

Depreciation and amortization - unconsolidated joint ventures (pro rata)

Noncontrolling interests in the OP

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

Loss on extinguishment of debt

Loss on remeasurement of assets

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

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

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

Income tax expense (benefit)

Distributions on preferred units

Adjusted EBITDA (d)

Adjusted EBITDA (d)

REIT general and administrative expenses

Management Companies’ revenues

Management Companies’ operating expenses

Leasing expenses, including joint ventures at pro rata

Straight-line and above/below market adjustments

NOI - All Centers

NOI of non-Same Centers

NOI - Same Centers (e)

Lease termination income of Same Centers

NOI - Same Centers, excluding lease termination income (e)

NOI - Same Centers percentage change, excluding lease termination income (e)

Adjusted EBITDA represents earnings before interest, income taxes, depreciation, amortization, noncontrolling interests in the OP, extraordinary items, loss (gain) on remeasurement, sale or write down of assets, loss (gain) on extinguishment of debt and preferred dividends and includes joint ventures at their pro rata share. Management considers Adjusted EBITDA to be an appropriate supplemental measure to net income because it helps investors understand the ability of the Company to incur and service debt and make capital expenditures. The Company believes that Adjusted EBITDA should not be construed as an alternative to operating income as an indicator of the Company’s operating performance, or to cash flows from operating activities (as determined in accordance with GAAP) or as a measure of liquidity. The Company also cautions that Adjusted EBITDA, as presented, may not be comparable to similarly titled measurements reported by other companies.

The Company presents Same Center NOI because the Company believes it is useful for investors to evaluate the operating performance of comparable centers. Same Center NOI is calculated using total Adjusted EBITDA and eliminating the impact of the management companies’ revenues and operating expenses, leasing expenses (including joint ventures at pro rata), the Company’s REIT general and administrative expenses and the straight-line and above/below market adjustments to minimum rents and subtracting out NOI from non-Same Centers.

a complete or partial closure of, or other operational issues at, one or more of our Centers resulting from government or tenant action, including continued delays in re-opening or subsequent closures of previously re-opened Centers, which has adversely affected, and is expected to continue to adversely effect, our operations and those of our tenants;

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

decreased levels of consumer spending and consumer confidence during the pandemic, as well as a decrease in traffic at our Centers once re-opened, which could affect the ability of the Centers to generate sufficient revenues to meet operating and other expenses in the short-term and 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 the pandemic 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;

a potential 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 lead to a decline in revenue and occupancy;

state, local or industry-initiated efforts, such as a rent freeze for tenants or a suspension of a landlord’s ability to enforce evictions, which may affect our ability to collect rent or enforce remedies for the failure to pay rent;

disruption and instability in the global financial markets or deteriorations in credit and financing conditions, which could make it difficult for us to access debt and equity capital on attractive terms, or at all, 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 on July 6, 2021 at all or on terms that are favorable to us;

disruptions in the supply of materials or products or the inability of contractors to perform on a timely basis or at all, which could increase the costs of construction of new or existing projects and cause delays in completing ongoing or future construction, development or re-development projects;

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;

the potential that we may further reduce our dividend and/or pay future dividends at least partially in our stock instead of in cash, in which case stockholders may be required to pay U.S. federal income taxes in excess of the cash dividends they receive;

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 a default under the applicable mortgage debt agreement and potentially cause the acceleration of such indebtedness;

a general decline in business activity and demand for real estate transactions, which could adversely affect our ability or desire to make strategic acquisitions or dispositions;

the potential negative impact on the health of our personnel, particularly if a significant number of our executive management team or key employees are impacted, which could result in a deterioration in our ability to ensure business continuity during a disruption;

uncertainty as to whether government authorities will maintain the relaxation of current restrictions on businesses in the regions in which our properties are located, if such restrictions have been relaxed at all, and whether government authorities will impose (or suggest) requirements on landlords, such as us, to further enhance health and safety protocols, or whether we will voluntarily adopt any such requirements ourselves, which could result in increased operating costs and demands on our property management teams to ensure compliance with any such requirements; and

limited access to our facilities, management, tenants, support staff and professional advisors, which could hamper our ability to comply with regulatory obligations and prevent us from conducting our business as efficiently and effectively as we otherwise would.

/s/ Scott W. Kingsmore