Macerich (MAC) risk factors, FY2025 10-K

RISKS RELATED TO OUR BUSINESS AND PROPERTIES

1. 01We invest primarily in shopping centers, which are subject to a number of significant risks that are beyond our control
2. 02A significant percentage of our Centers are geographically concentrated and, as a result, are sensitive to local economic and real estate conditions
3. 03We are in a competitive business
4. 04We 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
5. 05If 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
6. 06Our real estate acquisition, development and redevelopment strategies, including those implemented as part of the Path Forward Plan, may not be successful
7. 07Excess space at our properties could materially and adversely affect us40% rewritten
8. 08Real estate investments are relatively illiquid and we may be unable to sell properties at the time we desire and on favorable terms34% rewritten
9. 09Our real estate assets may be subject to impairment charges
10. 10Possible environmental liabilities could adversely affect us
11. 11We face risks associated with climate change
12. 12Some of our properties are subject to potential natural or other disasters
13. 13Uninsured or underinsured losses could adversely affect our financial condition
14. 14Our property taxes may increase without notice
15. 15Compliance 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
16. 16We 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 systems27% rewritten
17. 17Artificial 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 operationsNew
18. 18Acts of violence and vandalism, civil unrest and actual or threatened terrorist attacks could adversely affect our financial condition and results of operations
19. 19Inflation may adversely affect our financial condition and results of operations
20. 20Interest 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
21. 21International trade disputes, including U.S. trade tariffs and retaliatory tariffs, could adversely impact our business
22. 22We have substantial debt that could affect our future operations44% rewritten
23. 23We are obligated to comply with financial and other covenants that could affect our operating activities
24. 24We depend on external financings for our growth and ongoing debt service requirements and are subject to refinancing risk
25. 25Our 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
26. 26The 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

RISKS RELATED TO OUR ORGANIZATIONAL STRUCTURE

1. 27Certain individuals have substantial influence over the management of both us and the Operating Partnership, which may create conflicts of interest
2. 28Outside partners in Joint Venture Centers result in additional risks to our stockholders
3. 29Our holding company structure makes us dependent on distributions from the Operating Partnership
4. 30An ownership limit and certain of our Charter and bylaw provisions could inhibit a change of control or reduce the value of our common stock
5. 31Our 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
6. 32Certain provisions of Maryland law could inhibit a change in control or reduce the value of our common stock54% rewritten
7. 33direct 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 sharesNew
8. 34If we were to fail to qualify as a REIT, we would have reduced funds available for distributions to our stockholders
9. 35Complying with REIT requirements might cause us to forego otherwise attractive opportunities
10. 36Complying with REIT requirements may force us to borrow or take other measures to make distributions to our stockholders
11. 37We may face risks in connection with Section 1031 Exchanges76% rewritten
12. 38If our Operating Partnership fails to maintain its status as a partnership for tax purposes, we would face adverse tax consequences
13. 39Legislative or regulatory action could adversely affect our stockholders