{"url_path":"/sec/mac/8-k/2026-08-11/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-08-11","source_url":"https://www.sec.gov/Archives/edgar/data/912242/0001193125-26-344920-index.html","accession_number":"0001193125-26-344920","cik":"0000912242","ticker":"MAC","issuer_name":"MACERICH CO","edgar_url":"https://www.sec.gov/Archives/edgar/data/912242/0001193125-26-344920-index.html","primary_entity_key":"0000912242","primary_entity_name":"MACERICH CO"},"word_count":242,"has_tables":true,"body_markdown":"Item 3.02.\n\nUnregistered Sales of Equity Securities.\n\nThe net proceeds from the Offering (defined below) were approximately $757.0 million, after deducting the initial purchasers’ discounts and commissions and estimated offering expenses. The Partnership used approximately $45.0 million of the net proceeds from the Offering to pay the cost of the Capped Call Transactions and intends to use the remainder of the net proceeds to refinance existing secured debt and for general corporate purposes. Pending such use, the Partnership may invest the net proceeds in short-term, interest-bearing deposit accounts.\n\nThe disclosure set forth in Item 1.01 above is incorporated by reference into this Item 3.02. The Notes were issued to the initial purchasers in reliance upon Section 4(a)(2) of the Securities Act\n\n \n\nin transactions not involving any public offering. The Notes were resold by the initial purchasers to persons whom the initial purchasers reasonably believe are “qualified institutional buyers,” as defined in, and in accordance with, Rule 144A under the Securities Act. Any shares of the Company’s common stock that may be issued upon exchange of the Notes will be issued in reliance upon Section 4(a)(2) of the Securities Act in transactions not involving any public offering. Initially, a maximum of 32,992,757 shares of the Company’s common stock may be issued upon exchange of the Notes, based on the initial maximum exchange rate of 42.5713 shares of common stock per $1,000 principal amount of Notes, which is subject to customary anti-dilution adjustment provisions."}