DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant

☒

Filed by a Party other than the Registrant

☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

Confidential, for Use of the Commission Only (as permitted by Rule

14a-6(e)(2))

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material Pursuant to

§240.14a-12


THE MACERICH COMPANY
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒ No fee required.

☐ Fee paid previously with preliminary materials.
☐ Fee computed on table in exhibit required by Item 25(b) per exchange Act Rules 14a-6(i)(1) and 0-11.

LOGO

The Macerich Company

April 22, 2026

Dear Fellow Stockholders:

On behalf of the Board of Directors and the entire leadership team, we cordially invite you to attend the 2026 Annual Meeting of Stockholders of The Macerich Company (the “Annual Meeting”) to be held on Monday, June 1, 2026 at 9:00 a.m. Eastern Time. In order to provide expanded access for participation by stockholders, this year’s Annual Meeting will be conducted virtually. You will be able to attend the virtual Annual Meeting and vote during the live audio webcast by visiting:

www.virtualshareholdermeeting.com/MAC2026

Please see the “About Our Annual Meeting” section in the accompanying Proxy Statement for more details regarding the logistics of the virtual Annual Meeting and technical details and support related to accessing the virtual platform for the Annual Meeting.

At our Annual Meeting, you will be asked to consider and vote on the following matters:

(1)	election of the eight directors named in the accompanying Proxy Statement;

(2)	approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in the accompanying Proxy Statement;

(3)	ratification of the appointment of KPMG LLP as our independent registered public accounting firm; and

(4)	the transaction of such other business as may properly come before our Annual Meeting and any postponement or adjournment thereof.

The accompanying Notice of the 2026 Annual Meeting of Stockholders and Proxy Statement describes each of these matters in further detail.

Your vote is important. Even if you plan to attend the Annual Meeting via the live webcast, please submit your proxy as promptly as possible — by telephone, via the internet or, if you requested a printed set of the Company’s proxy materials, by completing, signing and returning your proxy card. To be counted, a proxy authorization must be received by 11:59 p.m. Eastern Time on Sunday, May 31, 2026.

We look forward to welcoming you at our Annual Meeting and thank you for your continued support.



Jackson Hsieh		Steven R. Hash
President and Chief Executive Officer		Chairman of the Board

THE MACERICH COMPANY

401 WILSHIRE BOULEVARD

SUITE 700

SANTA MONICA, CALIFORNIA 90401

NOTICE OF THE 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 2026

NOTICE IS HEREBY GIVEN that the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of The Macerich Company, a Maryland corporation (the “Company”), will be held via live audio webcast on Monday, June 1, 2026 at 9:00 a.m. Eastern Time, at www.virtualshareholdermeeting.com/MAC2026, to consider and vote on the following matters:

(1)	the election of eight directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies;

(2)	the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in the accompanying Proxy Statement;

(3)	the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026; and

(4)	the transaction of such other business as may properly come before our Annual Meeting and any postponement or adjournment thereof.

Action may be taken on the foregoing matters at our Annual Meeting on the date specified above, or on any date or dates to which our Annual Meeting may be postponed or adjourned. Only stockholders of record of our common stock at the close of business on March 27, 2026 will be entitled to notice of, and to vote at, our Annual Meeting.

Record stockholders may authorize their Proxies:

•

By Internet: Go to the website address shown on your Proxy.

•

By Toll-Free Telephone: If you received a printed set of Proxy Materials by mail, you may call the toll-free number shown on your Proxy and follow the recorded instructions.

•

By Mail: If you received a printed set of Proxy Materials by mail, you may mark, sign, date and promptly return the enclosed Proxy in the postage-paid envelope.

Beneficial stockholders: If your shares of common stock are held by a bank, broker or other nominee, please follow the instructions you receive from your bank, broker or other nominee on how to authorize voting of your shares of common stock at our Annual Meeting.

We are pleased to again take advantage of the Securities and Exchange Commission rules that allow us to furnish proxy materials to our stockholders over the Internet. We believe that this e-proxy process expedites stockholders’ receipt of proxy materials, while also lowering the costs and reducing the environmental impact of our Annual Meeting. On or about April 22, 2026, we mailed to most of our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and 2025 Annual Report to Stockholders and authorize their proxies online. All other stockholders will receive these materials by mail. If you only received a Notice of Internet Availability of Proxy Materials by mail, the Notice contains instructions on how you can obtain a paper copy of the Proxy Statement and Annual Report.

By Order of the Board of Directors

LOGO

Ann C. Menard

Secretary

Santa Monica, California

April 22, 2026

TABLE OF CONTENTS


Proxy Statement Summary			i
About Our Annual Meeting			1
Proposal 1: Election of Directors			5
Information Regarding Director Nominees			7
Corporate Governance			16
Compensation of Non-Employee Directors			23
Our Executive Officers			25
Equity Ownership of Directors, Named Executive Officers and Principal Stockholders			27
Report of the Compensation Committee			30
Compensation Discussion and Analysis			31
Executive Compensation			47
Summary Compensation Table—Fiscal Years 2023-2025			47
Grants of Plan-Based Awards—Fiscal 2025			49
Discussion of Summary Compensation and Grants of Plan-Based Awards Table			49
Outstanding Equity Awards at December 31, 2025			51
Option Exercises and Stock Vested—Fiscal 2025			52
Nonqualified Deferred Compensation—Fiscal 2025			52
Potential Payments Upon Termination or Change in Control			54
CEO Pay Ratio			58
Pay Versus Performance			59
Equity Compensation Plan Information			62
Compensation Committee Interlocks and Insider Participation			62
Audit Committee Matters			62
Report of the Audit Committee			63
Principal Accountant Fees and Services			63
Audit Committee Pre-Approval Policy			64
Proposal 2: Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers			65
Proposal 3: Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm			66
Independent Registered Public Accounting Firm			66
Additional Matters			67
Solicitation of Proxies			67
Stockholder Proposals and Director Nominees			67
Householding of Proxy Materials			67
Other Matters			68
Forward-Looking Information			68

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in our Proxy Statement. This summary does not contain all of the information that you should consider, and you should read the entire Proxy Statement carefully before voting or authorizing a proxy to vote your shares. Page references are supplied to help you find further information in our Proxy Statement.

Our Annual Meeting

LOGO

TIME AND DATE:

9:00 a.m. Eastern Time

Monday, June 1, 2026

PLACE:

www.virtualshareholdermeeting.com/MAC2026

RECORD DATE:

Close of business on

March 27, 2026

Voting

Each share of our common stock, par value $0.01 per share (“Common Stock”), entitles the holder thereof to one vote for each director nominee and one vote on each of the other proposals to be voted upon at our Annual Meeting.

You may vote or authorize a proxy to vote by any of the following methods:


		Internet: Go to the website address shown on your Proxy until 11:59 p.m., Eastern Time, the day before the Annual Meeting.


		Telephone: Call the toll-free number shown on your Proxy and follow the recorded instructions. The deadline for submitting your Proxy by telephone is 11:59 p.m., Eastern Time, the day before the Annual Meeting.


		Mail: Mark, sign, date and return your Proxy in the postage-paid envelope promptly so that it is received prior to the Annual Meeting.

About Our Annual Meeting

We provide answers to many questions about our Annual Meeting, including how to vote your shares, in our Q&A section beginning on page 1 of our Proxy Statement.

Proposals and Board Recommendations



Proposal		Board Recommendation	Page Reference

Proposal 1	Election of Eight Directors	For all nominees	5

Proposal 2	Non-Binding Advisory Vote to Approve the Compensation of our Named Executive Officers	For	65

Proposal 3	Ratification of the Appointment of KPMG LLP as our Independent Registered Public Accounting Firm for the Fiscal Year Ending December 31, 2026	For	66

Transaction of any other business that properly comes before our Annual Meeting and any postponement or adjournment thereof

2026 PROXY STATEMENT i

PROXY STATEMENT SUMMARY

Our Core Values

Our Core Values define the principles that guide our actions, decisions and the culture we foster within Macerich. They represent the foundation upon which we build our relationships and how we conduct our business. Our Core Values embody our commitment to our retailers, our associates, our stockholders and the communities we serve.

LOGO


ii 2026 PROXY STATEMENT

PROXY STATEMENT SUMMARY

Our Business Highlights

LOGO


		2026 PROXY STATEMENT iii

PROXY STATEMENT SUMMARY

Our Director Nominees

Name

Age

Director

Since

Occupation

Independent

Committee
Memberships

Other Public
Company Boards

Steven R. Hash

2015

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

✓

Capital Allocation; Executive (Chair) and ex-officio on other standing committees

Alexandria Real Estate Equities, Inc. and Nuveen Global Cities REIT, Inc.

Enrique Hernandez, Jr.

2022

Executive Chairman, Inter-Con Security Systems, Inc.

✓

Compensation (Chair); Nominating and Corporate Governance

Chevron Corporation

Daniel J. Hirsch

2018

Principal at Anzu Partners

✓

Capital Allocation; Compensation

None

Jackson Hsieh

2024

President and Chief Executive Officer of our Company

Capital Allocation; Executive

None

Diana M. Laing

2024

Retired Chief Financial Officer and Executive Vice President, American Homes 4 Rent

✓

Audit (Chair); Compensation

Alexander & Baldwin; CareTrust REIT; Host Hotels & Resorts, Inc.

Marianne Lowenthal

2022

President and Sole Principal, Granadier Co.

✓

Audit; Nominating and Corporate Governance (Chair)

None

Devin I. Murphy

2025

Retired President, Phillips Edison & Company

✓

Compensation; Nominating and Corporate Governance

CoreCivic, Inc.; Phillips Edison & Company

Andrea M. Stephen

2013

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

✓

Audit; Capital Allocation; Executive; Nominating and Corporate Governance

Slate Grocery REIT

Advisory Say-on-Pay Vote

At our 2025 annual meeting of stockholders, our stockholders approved our non-binding, advisory say-on-pay vote by approximately 90% of the votes cast.

Please review our Compensation Discussion and Analysis and the accompanying executive compensation tables for additional details about our executive compensation program, including information about our named executive officers’ 2025 compensation.

Ratification of our Independent Registered Public Accounting Firm

We are asking our stockholders to consider and vote upon the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

Executive Compensation Program Highlights

Our Compensation Committee believes that our executive compensation program should emphasize pay-for-performance and reflect the value created for our stockholders, while supporting our business strategies, operational goals and long-range plans. This summary of our Executive Compensation Program below and in our Compensation Discussion and Analysis included in this Proxy Statement relates to our 2025 compensation program.


iv 2026 PROXY STATEMENT

PROXY STATEMENT SUMMARY

LOGO

2025 EXECUTIVE COMPENSATION

WHAT WE DO

✓

Pay for Performance. Executive compensation is heavily weighted toward “at risk” performance-based compensation. For our Chief Executive Officer, over 85% of his target compensation is contingent on our Company’s operating and stock performance. For our other named executive officers, over 75% of their average target compensation depends on our Company’s operating and stock performance.

✓

Performance-Based Compensation. For our Chief Executive Officer, his employment agreement provides that 65% of his long-term incentive equity awards are in the form of performance-based LTIP Unit awards, however, Mr. Hsieh requested that 100% of his 2025 long-term incentive awards be in the form of performance-based LTIP Units. Such performance-based LTIP Unit awards vest based on our relative total stockholder return (“TSR”) compared to U.S.-based publicly-traded equity real estate investment trusts (“REITs”) that are categorized as “mall” or “shopping center” REITs, subject to an absolute TSR modifier. For our other named executive officers, 50% of their long-term incentive equity awards are in the form of performance-based LTIP Unit awards. Relative TSR and absolute TSR performance are measured over a three-year period.

✓	“Double-Trigger” Equity Vesting. Our equity awards are subject to double-trigger vesting acceleration in connection with a change in control.

✓

Robust Stock Ownership Guidelines. Our Chief Executive Officer is required to own Common Stock with a value equal to 6x his base salary and our other named executive officers are required to own Common Stock with a value equal to 3x their respective base salaries. For purposes of meeting our stock ownership policies, certain of our other equity securities and units of The Macerich Partnership, L.P. (our “Operating Partnership”) may be combined with shares of Common Stock held by such individual. See “Stock Ownership Policies” in this Proxy Statement.

✓	Holding Period. Until the minimum required stock ownership level is achieved under our stock ownership policies, our named executive officers must retain 50% of the net-after-tax shares or units from vesting of equity compensation awards.

✓

Clawback Policy. Our Company’s Board of Directors (the “Board of Directors” or the “Board”) adopted a Compensation Recovery Policy that complies with the rules issued by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and requires the Company to recover all erroneously awarded incentive-based compensation received by executive officers during a specified look-back period in the event that the Company is required to restate its financial statements due to material noncompliance with any financial reporting requirement under federal securities laws.

✓	Independent Compensation Consultant. The Compensation Committee engages an independent compensation consulting firm that provides us with no other services.

✓	Annual Say-on-Pay. We annually submit our executive compensation program for our named executive officers to say-on-pay advisory votes for stockholder consideration.

LOGO

WHAT WE DON’T DO

Î	No Excessive Risk Taking. Our compensation program does not encourage excessive risk taking by participants.

Î	No Excise Tax Gross-Up Provisions. None of our agreements provide for excise tax gross-ups.

Î	No Repricing. We do not permit repricing of underwater options or stock appreciation rights (“SARs”) or permit exchange of underwater options or SARs for other awards or cash, without prior stockholder approval.

Î	Anti-Hedging. We do not allow hedging, monetization transactions, short sales or the purchase and sale of publicly traded options in our securities by any director, officer or employee.

Î	Anti-Pledging. We do not allow our directors or executive officers to pledge our securities.


		2026 PROXY STATEMENT v

PROXY STATEMENT SUMMARY

Corporate Governance Highlights

Our Board of Directors is committed to strong corporate governance. Our governance framework is designed to promote the long-term interests of our stockholders and strengthen Board and management accountability.

LOGO

CORPORATE GOVERNANCE

WHAT WE DO

✓

MUTA Opt Out. In 2019, we opted out of the provisions of Title 3, Subtitle 8 of the Maryland General Corporation Law (often referred to as the Maryland Unsolicited Takeovers Act (“MUTA”)) and are prohibited from opting back into any of the MUTA provisions, including the provision allowing the Board to self-classify, without stockholder approval.

✓	No Poison Pill. No Stockholder Rights Plan in effect.

✓	Annual Election of Directors. Our Board consists of a single class of directors who stand for election each year.

✓

Majority Voting Standard for Directors with Director Resignation Policy. Our Amended and Restated Bylaws (the “Bylaws”) include a majority voting standard for the election of directors. Under our Guidelines on Corporate Governance, any incumbent director who fails to receive the required vote for re-election must offer to resign from our Board of Directors.

✓	Independent Board. Seven of our eight director nominees are independent and all members serving on our Audit, Compensation and Nominating and Corporate Governance Committees are independent.

✓	Proxy Access. Our Bylaws include market-standard proxy access nominating provisions.

✓	Right to Amend our Bylaws. Our Bylaws permit stockholder-proposed bylaw amendments.

✓	Executive Sessions of our Board. An executive session of independent directors is held following each regularly-scheduled quarterly Board meeting.

✓	Independent Chairman. Our Independent Chairman ensures strong and independent leadership of our Board of Directors by, among other things, presiding at all meetings of our Board and calling and presiding at executive sessions of the non-management directors.

✓

Board Evaluations. Our Nominating and Corporate Governance Committee oversees annual evaluations of our Board and its committees, including separate committee self-evaluations, which are conducted by an independent third party. In addition, the Independent Chairman met individually with each director serving in 2025 to discuss key Board topics.

✓	Regular Succession Planning. As part of our human capital management strategy, a high priority is placed on regular and thoughtful succession planning for our senior management.

✓	No Over-boarding. Our written governance policy limits director membership on other public company boards subject to the discretion of our Board.

✓	Risk Oversight by Full Board and Committees. A principal function of our Board is to oversee risk assessment and risk management related to our business. Oversight for specific areas of risk exposure is delegated to our Board committees.

✓	Code of Ethics. A robust code of ethics is in place for our directors, officers and employees and a supplementary code of ethics is in place specifically for our Chief Executive Officer and senior financial officers.

✓	Environmental, Social and Governance Oversight. Our Nominating and Corporate Governance Committee has primary oversight responsibility for our environmental, social and governance programs, together with a cross-functional management committee to coordinate and communicate on our initiatives.

✓	Stockholder-requested Meetings. Our Bylaws permit stockholders to request the calling of special meetings of stockholders.

✓

Stockholder Engagement. Our Company and Board are committed to regularly engaging with our stockholders on our Company’s strategic direction, performance, compensation programs, governance and other key matters. Our Board and management continue to actively engage with our stockholders on an ongoing basis.

✓	Board Refreshment. We have a commitment to Board refreshment — over 60% of our director nominees have been elected to our Board since 2018 (excluding Diana Laing who rejoined our Board in 2024 and previously served on our Board from 2003 to 2022).


vi 2026 PROXY STATEMENT

THE MACERICH COMPANY

401 WILSHIRE BOULEVARD

SUITE 700

SANTA MONICA, CALIFORNIA 90401

PROXY STATEMENT

FOR 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JUNE 1, 2026

We are sending you this Proxy Statement in connection with the solicitation of Proxies by our Board of Directors for exercise at our 2026 Annual Meeting of Stockholders and at any postponement or adjournment thereof. We are first providing this Proxy Statement and the accompanying Notice of Annual Meeting of Stockholders and Proxy to our stockholders on or about April 22, 2026. Our 2025 Annual Report to Stockholders (“2025 Annual Report”), including financial statements for the fiscal year ended December 31, 2025, is being provided to stockholders concurrently with this Proxy Statement. Our 2025 Annual Report, however, is not part of the proxy solicitation material. We sometimes refer to The Macerich Company as our “Company,” “Macerich,” “we” or “us” and to our 2026 Annual Meeting of Stockholders, including any postponement or adjournment thereof, as our “Annual Meeting.”

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be Held on June 1, 2026. The Notice of the 2026 Annual Meeting, this Proxy Statement and our 2025 Annual Report are available at www.proxyvote.com.

ABOUT OUR ANNUAL MEETING

Why are you holding a virtual Annual Meeting?

We believe holding our Annual Meeting via live webcast is an environmentally-friendly way to provide expanded access, improved communication and cost savings for our stockholders and our Company. Although stockholders will not be permitted to physically attend the Annual Meeting, the virtual meeting provides the same rights to participate as an in-person meeting. During the Annual Meeting, you may vote your shares electronically.

What are the purposes of our Annual Meeting?

At our Annual Meeting, our stockholders will consider and vote on the following matters:

(1)	the election of eight directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies;

(2)	the approval, on a non-binding, advisory basis, of the compensation of our named executive officers as described in this Proxy Statement; and

(3)	the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

In addition, our stockholders will transact any other business that properly comes before our Annual Meeting and any postponement or adjournment thereof.


		2026 PROXY STATEMENT 1

ABOUT OUR ANNUAL MEETING

Who is entitled to vote?

Only holders of record of our Common Stock at the close of business on the record date, March 27, 2026 (the “record date”), are entitled to notice of, and to vote at, our Annual Meeting. Holders of Common Stock are entitled to cast one vote for each director nominee and one vote on each of the other proposals to be voted upon at our Annual Meeting. Our Common Stock is our only class of securities entitled to vote at our Annual Meeting. Under applicable law and our charter, stockholders are not entitled to cumulative voting rights in the election of our directors.

Who can participate in our Annual Meeting?

All of our stockholders of record as of the close of business on the record date, or their duly appointed Proxy holders, may participate in the virtual meeting by visiting www.virtualshareholdermeeting.com/MAC2026. You will need the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials, on your proxy card or on the instructions that accompany your proxy materials. If you are not a stockholder of record but hold shares through a broker, bank or other nominee and wish to participate in the virtual meeting and you do not have a control number, please contact your broker, bank or other nominee as soon as possible so that you can be provided with one. Non-stockholders will not be permitted to attend the virtual annual meeting.

What constitutes a quorum?

The presence, in person or by Proxy, of stockholders entitled to cast a majority of all the votes entitled to be cast at our Annual Meeting is necessary to constitute a quorum for the transaction of business at our Annual Meeting. As of the record date, 260,176,148 shares of Common Stock were outstanding and entitled to be voted by the holders thereof. Abstentions and broker non-votes will count toward the presence of a quorum. A “broker non-vote” occurs when there are both routine and non-routine matters on the proxy card and the broker marks a vote on the routine matter (either as instructed by the client or, if not instructed, in the broker’s discretion) and does not vote on the non-routine matters because under the New York Stock Exchange (“NYSE”) rules (“NYSE Rules”), the broker has no voting authority on such matters without the client’s instruction.

How do I vote?

Voting by Proxy for Shares Registered Directly in the Name of the Stockholder. If you hold your shares of Common Stock in your own name as a holder of record with our transfer agent, Computershare Trust Company, N.A., you may instruct the Proxy holders how to vote your shares of Common Stock in one of the following ways:

•

Authorize your Proxy by Internet. You may authorize your Proxy over the Internet. The website for Internet authorization is provided on your Proxy in the printed set of Proxy materials that you received. Internet authorization is available 24 hours per day until 11:59 p.m., Eastern Time, the day before our Annual Meeting. In order to authorize your Proxy, you will need to have the control number that appears on the Proxy you received.

•

Authorize your Proxy by Telephone. If you received a printed set of the Proxy materials, you may authorize your Proxy by telephone by calling the toll-free number listed on your Proxy. Telephone authorization is available 24 hours per day until 11:59 p.m., Eastern Time, the day before our Annual Meeting. When you call, please have your Proxy in hand, and you will receive a series of voice instructions which will allow you to instruct your Proxy how to vote your shares of Common Stock. To authorize your Proxy by telephone, you will also need your control number referred to above.

•

Submit your Proxy by Mail. If you received a printed set of the Proxy materials, you may submit your Proxy by mail by marking, signing and dating the Proxy enclosed with the Proxy materials you received and returning it promptly to Broadridge Financial Solutions, Inc. in the postage-paid envelope provided.

Voting by Proxy for Shares Held in Street Name. If your shares of Common Stock are held in street name, you will receive instructions from your broker, bank or other nominee that you must follow in order to authorize voting of your shares of Common Stock at our Annual Meeting.


2 2026 PROXY STATEMENT

ABOUT OUR ANNUAL MEETING

What if I sign and return a Proxy by mail or authorize my Proxy by telephone or the Internet but do not specify how I wish to vote my shares?

If you sign and return a Proxy or authorize your Proxy by telephone or the Internet but do not specify how your shares will be voted on one or more matters listed in the Notice of our Annual Meeting, the shares will be voted with respect to such matters as follows:

FOR the election of each of the eight nominees for director named in this Proxy Statement;

FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

The holders of the Proxy will also have authority to vote in their discretion on any other matter that may be properly brought before our Annual Meeting and any postponement or adjournment thereof.

What does it mean if I receive more than one Proxy?

If you own shares of our Common Stock in more than one account—for example, in a joint account with your spouse and in your individual brokerage account—you may have received more than one set of Proxy materials. To ensure that all of your shares are voted, please follow each of the separate Proxy voting instructions that you received for your shares of Common Stock held in each of your different accounts.

Will other matters be voted on at our Annual Meeting?

It is not anticipated that any matter, other than those set forth in this Proxy Statement, will be presented at our Annual Meeting. If other matters are properly presented, Proxies will be voted by the Proxy holders in their discretion. Stockholder votes will be tabulated by the person appointed to act as inspector of election for our Annual Meeting.

May I change my vote or revoke my Proxy after I return my Proxy?

If you are a stockholder of record as of the close of business on the record date, you may change your vote or revoke your Proxy before it has been voted at our Annual Meeting by:

•

filing a written revocation with the Secretary of The Macerich Company, at 401 Wilshire Boulevard, Suite 700, Santa Monica, California 90401; or

•

authorizing a new Proxy by Internet, telephone or mail after the time and date of the previously authorized Proxy in the manner provided above under “How do I vote?”; or

•

participating in the Annual Meeting via live webcast and voting online during the Annual Meeting prior to the closing of the polls.

Only the most recently submitted Proxy will be counted and all others will be discarded regardless of the method of voting.

For shares of Common Stock you hold in street name, you may change your vote by submitting new voting instructions to your broker, bank or other nominee or, if you have obtained a legal proxy from your broker, bank or other nominee giving you the right to vote your shares at our Annual Meeting, by participating in the Annual Meeting via live webcast, through which you may vote online during the Annual Meeting prior to the closing of the polls, and any previous votes that you have submitted will be superseded. Merely attending the Annual Meeting, without further action, will not revoke your Proxy.


		2026 PROXY STATEMENT 3

ABOUT OUR ANNUAL MEETING

What are our Board of Directors’ recommendations?

Unless you give other instructions on your Proxy, the persons named as Proxy holders on the Proxy will vote a properly submitted Proxy in accordance with the recommendations of our Board of Directors. Our Board’s recommendations, together with the description of each matter, are set forth in this Proxy Statement. Our Board recommends that you vote your shares:

FOR the election of eight directors, each to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies;

FOR the approval, on a non-binding, advisory basis, of the compensation of our named executive officers; and

FOR the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2026.

With respect to any other matter that properly comes before our Annual Meeting or any postponement or adjournment thereof, the Proxy holders will vote on such matter in their discretion.

What vote is required to approve each matter?

Assuming the presence of a quorum, the affirmative vote of a majority of all of the votes cast on the matter at our Annual Meeting in person or by Proxy is required by our charter and/or Bylaws for the election of each director nominee (proposal 1), for the approval, on a non-binding, advisory basis, of the compensation of our named executive officers (proposal 2) and for the ratification of the appointment of KPMG LLP to serve as our independent registered public accounting firm (proposal 3). For purposes of these proposals, abstentions and broker non-votes, if any, will not be counted as votes cast and therefore will have no effect on the outcome of any of these proposals.

The proposal to approve the compensation of our named executive officers is advisory only and is not binding on our Company or our Board. Our Board values the opinion of our stockholders and our Board, or an appropriate committee of our Board, will consider the outcome of the vote on this proposal in considering what action, if any, should be taken in response to the advisory vote by stockholders.


4 2026 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

Introduction: How Our Board Composition is Aligned with our Strategy

We have a long-term business strategy that focuses on leasing, management, redevelopment and development of regional retail centers. We believe that our business requires specialized skills across a broad array of disciplines for effective and profitable operations. Our Board of Directors consists of a highly experienced group of business leaders who share our values, oversee and support our strategy and reflect our culture. Many of our directors have served as executive officers or on boards and board committees of major companies and have an extensive understanding of the principles of corporate governance. Our nominees have experience in the following fields that are relevant to our Company, business, industry and strategies:

•

retail;

•

commercial real estate;

•

finance, capital markets and investments;

•

business operations;

•

transactions;

•

development;

•

risk oversight and management; and

•

IT and cybersecurity.

Under our Bylaws, our Board of Directors determines the number of our directors, provided that the number shall never be less than the minimum required by the Maryland General Corporation Law, which is one, nor more than twelve. Our Board of Directors currently consists of eight directors and the present term of our eight director nominees will expire at our Annual Meeting. Our director nominees, if elected at our Annual Meeting, will serve until our annual meeting of stockholders in 2027 and until their respective successors are duly elected and qualify.

Our Board of Directors, based on the recommendations of its Nominating and Corporate Governance Committee, has nominated the following individuals to serve as directors of our Company:


• Steven R. Hash		• Diana M. Laing

• Enrique Hernandez, Jr.		• Marianne Lowenthal

• Daniel J. Hirsch		• Devin I. Murphy

• Jackson Hsieh		• Andrea M. Stephen

Each of our director nominees was previously elected to serve on our Board by our stockholders. Each of our director nominees is currently serving as a director and has consented to be nominated and to serve if elected. However, if any nominee becomes unable or unwilling for good cause to serve as a director if elected, the Proxy holders may vote for another person nominated by our Board of Directors, or the Board may reduce the size of the Board and number of nominees.

Our Board of Directors will consider a nominee for election to our Board recommended by a stockholder of record if the stockholder submits a written notice regarding such recommendation to the Nominating and Corporate Governance Committee c/o our Secretary in the manner described under the heading “Our Board of Directors and its Committees—Director Selection Process.”

Our charter and Bylaws provide that our directors are required to be elected by the affirmative vote of a majority of all the votes cast on the matter in person or by Proxy at our Annual Meeting at which a quorum is present. Our Guidelines on Corporate Governance further provide that each incumbent director is required to tender an irrevocable contingent offer of resignation, which offer is contingent upon the failure of such director to receive the required vote for re-election. If an incumbent director fails to receive the required vote for


		2026 PROXY STATEMENT 5

PROPOSAL 1: ELECTION OF DIRECTORS

re-election in accordance with our Company’s charter and bylaws, the Nominating and Corporate Governance Committee will consider his or her previously submitted irrevocable offer to resign, will determine whether to accept such director’s resignation and will submit such recommendation for consideration to the Board. The director whose offer to resign is under consideration will not participate in the Nominating and Corporate Governance Committee’s or our Board’s decision regarding that offer to resign. Notwithstanding the foregoing, in the event that no incumbent nominee for director receives the vote required in our Company’s charter and Bylaws, the Nominating and Corporate Governance Committee shall make a final determination as to whether to recommend to the Board whether to accept any or all previously submitted irrevocable offers to resign, including those offers to resign from members of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee and the Board may consider any factors they deem relevant in deciding whether to accept a director’s resignation.

Within 90 days after the date of certification of the election results, the Board will disclose its decision in a press release, filing with the SEC or by other public announcement, including a posting on the Company’s website. If such incumbent director’s offer to resign is not accepted by the Board, such director will continue to serve until the next annual meeting of stockholders and until his or her successor is duly elected and qualifies, or his or her death, resignation, retirement or removal, whichever event shall occur first. If a director’s offer to resign is accepted by the Board, or if a nominee for director is not elected and the nominee is not an incumbent director, then the Board, in its sole discretion, may fill any resulting vacancy or may decrease the size of the Board pursuant to our Company’s charter and bylaws.

OUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF OUR DIRECTOR NOMINEES. PROXIES RECEIVED WILL BE VOTED “FOR” EACH OF OUR DIRECTOR NOMINEES UNLESS STOCKHOLDERS SPECIFY OTHERWISE IN THE PROXY.


6 2026 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

INFORMATION REGARDING DIRECTOR NOMINEES

The following matrix highlights the mix of key skills, qualities and experiences of the nominees that, among other factors, led our Board and the Nominating and Corporate Governance Committee to recommend these nominees for election to our Board. The matrix is intended to depict notable areas of focus for each director, and not having a mark does not mean that a particular director does not possess that qualification or skill. Nominees have developed competencies in these skills through education, direct experience and oversight responsibilities. More information on each director’s qualifications and background is included in the director biographies on the following pages.

Steven R.

Hash

Enrique

Hernandez, Jr.

Daniel J.

Hirsch

Jackson
Hsieh

Diana M.
Laing

Marianne

Lowenthal

Devin I.
Murphy

Andrea M.

Stephen

Knowledge, Skills &

Experience

Chief Executive Officer/
President/Founder

✓

Chief Financial Officer

✓

Retail and/or

Commercial Real Estate

✓

Financial Literacy

✓

Finance/Capital Markets/ Investment

✓

Business Operations

✓

Risk Oversight/

Management

✓

International

✓

Transactional Experience

✓

ESG Oversight

✓

IT and Cybersecurity

✓

Board Tenure

Years


		2026 PROXY STATEMENT 7

PROPOSAL 1: ELECTION OF DIRECTORS

LOGO

Steven R. Hash

Independent Director Nominee

Age: 61

Director Since: 2015

Board Committees:

•

Capital Allocation

•

Executive (Chair); ex officio on other standing committees

Key Qualifications, Experience and Attributes:

Mr. Hash serves as our Independent Chairman of the Board and brings extensive knowledge of real estate investment strategy and economic trends through years of real estate industry research and investment banking both domestically and internationally. In addition to important insights into the equity and capital markets and investor perspectives, he has valuable experience in accounting and financial reporting based upon his years as an auditor and senior equity research analyst. He also has important corporate governance and board leadership expertise, as well as human capital management and talent development knowledge through his positions at other publicly traded companies and at our Company.

Principal Occupation and Business Experience:

Mr. Hash was the co-founder of Renaissance Macro Research, LLC, an equity research and trading firm focused on macro research in the investment strategy, economics and Washington policy sectors, and served as its President and Chief Operating Officer from its inception in 2012 until his retirement in April 2020. Between 1993 and 2012, Mr. Hash held various leadership positions with Lehman Brothers (and its successor, Barclays Capital), including Global Head of Real Estate Investment Banking from 2006 to 2012, Chief Operating Officer of Global Investment Banking from 2008 to 2011, Director of Global Equity Research from 2003 to 2006, Director of U.S. Equity Research from 1999 to 2003, and Senior Equity Research Analyst from 1993 to 1999 covering the Real Estate Investment Trusts sector.

Other Public Company Boards:

•

Alexandria Real Estate Equities, Inc.

•

Nuveen Global Cities REIT, Inc.

Former Public Company Directorships Within the Last Five Years:

•

DiamondPeak Holdings Corp.


8 2026 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

LOGO

Enrique

Hernandez, Jr.

Independent Director Nominee

Age: 70

Director Since: 2022

Board Committees:

•

Compensation (Chair)

•

Nominating and Corporate Governance

Key Qualifications, Experience and Attributes:

Mr. Hernandez brings significant experience to our Board with more than three decades of business leadership in various industries. His tenure as a director at McDonald’s Corporation and as lead director and non-executive chairman at Nordstrom, Inc., as well as his current board membership, provide our Board with valuable knowledge and perspective in corporate governance, leadership and human capital development, finance and brand management.

Principal Occupation and Business Experience:

Mr. Hernandez served as Chairman and Chief Executive Officer of Inter-Con Security Systems, Inc. (“Inter-Con”), a provider of security services to corporations, governments, diplomatic missions and non-profit organizations from 1986 through 2021, and now serves as Executive Chairman. He was President of Inter-Con from 1986 to 2018 and served as Executive Vice President and Assistant General Counsel from 1984 to 1986. Mr. Hernandez earned his bachelor’s degree in government and economics from Harvard University and received his law degree from Harvard Law School.

Other Public Company Boards:

•

Chevron Corporation

Former Public Company Directorships Within the Last Five Years:

•

McDonald’s Corporation

Selected Directorships and Memberships:

•

Catalyst

•

Harvard College Visiting Committee

•

Harvard University Resources Committee

•

Ronald McDonald House Charities

•

John Randolph Haynes and Dora Haynes Foundation


		2026 PROXY STATEMENT 9

PROPOSAL 1: ELECTION OF DIRECTORS

LOGO

Daniel J. Hirsch

Independent Director Nominee

Age: 52

Director Since: 2018

Board Committees:

•

Capital Allocation

•

Compensation

Key Qualifications, Experience and Attributes:

Mr. Hirsch’s knowledge of the capital markets and real estate sector, as well as his investment experience, make him a valuable member of our Board. In addition, Mr. Hirsch’s substantive public company board experience, including his ten-year tenure on the board of directors of Playa Hotels & Resorts, brings valuable knowledge and experience to our Board deliberations.

Principal Occupation and Business Experience:

Mr. Hirsch is a principal of Anzu Partners, an investment firm focusing on industrial and life science technology companies, serving as a consultant and executive-in-residence, and held the roles of Chief Financial Officer and Secretary of Anzu Special Acquisition Corp I from October 2022 through September 2023. He was a principal of Cascade Acquisitions Holdings, LLC, the sponsor of a special purpose acquisition company, Cascade Acquisition Corp. and served as its Chief Operating Officer and Chief Financial Officer from November 2020 through May 2022. From 2003 to December 2016, Mr. Hirsch held several senior positions at Farallon Capital Management, L.L.C. (“FCM”), an investment firm that manages capital on behalf of institutions and individuals, including Managing Member of the Real Estate Group from 2009 to December 2016, Managing Director from 2007 to 2008 and Legal Counsel from 2003 to 2006. He was a consultant to FCM from January 2017 through March 2020. Mr. Hirsch graduated from Yale Law School with a J.D., and summa cum laude with a Bachelor of Arts in Law, Jurisprudence and Social Thought from Amherst College.

Former Public Company Directorships Within the Last Five Years:

•

Anzu Special Acquisition Corp I

•

Nuburu, Inc.

•

Ready Capital Corporation


10 2026 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

LOGO

Jackson Hsieh

Director Nominee

Age: 65

Director Since: 2024

Board Committees:

•

Capital Allocation

•

Executive

Key Qualifications, Experience and Attributes:

As our President and Chief Executive Officer, Mr. Hsieh brings extensive experience in investment banking, the real estate industry, executive leadership and management, while also bringing a new perspective to our Board. In addition, his substantive public company board experience brings valuable knowledge and corporate governance experience to our Board.

Principal Occupation and Business Experience:

On March 1, 2024, Mr. Hsieh became our President and Chief Executive Officer and is responsible for the strategic direction and overall management of our Company. Prior to joining our Company, Mr. Hsieh was President and Chief Executive Officer of Spirit Realty Capital, Inc. (“Spirit Realty”) and a member of its board of directors from May 2017 until its merger with Realty Income Corporation in January 2024. Mr. Hsieh joined Spirit Realty in September 2016, serving as its President and Chief Operating Officer. In addition, he served as chairman of the board of trustees for Spirit MTA REIT from September 2016 until September 2019. Prior to joining Spirit Realty, Mr. Hsieh held several senior positions with Morgan Stanley, where he last served as Managing Director and a Vice Chairman of Investment Banking, primarily focusing on the firm’s real estate clients, and in various other leadership roles, which include a prior period at Morgan Stanley and tenures at Bankers Trust Company and Salomon Brothers, Inc. Prior to rejoining Morgan Stanley, Mr. Hsieh was Vice Chairman and Sole/Co-Global Head of UBS’s Real Estate Investment Banking Group. Mr. Hsieh is a graduate of the University of California at Berkeley and earned a master’s degree from Harvard University.

Former Public Company Directorships Within the Last Five Years:

•

Hersha Hospitality Trust

•

Spirit Realty Capital, Inc.

Selected Directorships and Memberships:

•

Advisory Board of Governors, National Association of Real Estate Investment Trusts

•

Real Estate Roundtable, International Council of Shopping Centers


		2026 PROXY STATEMENT 11

PROPOSAL 1: ELECTION OF DIRECTORS

LOGO

Diana M. Laing

Independent Director Nominee

Age: 71

Director Since: 2024

Board Committees:

•

Audit (Chair)

•

Compensation

Key Qualifications, Experience and Attributes:

Our Board believes Ms. Laing’s over 35 years of real estate industry experience, with her particular expertise in corporate strategy, risk management, public equity and corporate debt offerings, finance and capital markets, corporate governance and sustainability matters, investor relations, together with extensive knowledge of IT and cybersecurity, including cybersecurity assessments, controls, protocols, monitor and incident response, make her a valuable member of our Board. This financial and real estate experience is supplemented by her substantive public company and REIT experience, including her service on our Board from 2003 through 2022, which further enhances her understanding of the issues facing our Company and industry.

Principal Occupation and Business Experience:

Ms. Laing’s career has included Chief Financial Officer roles at several real estate operating companies and REITs. She served as chief financial officer of American Homes 4 Rent, a REIT investing in single-family rental homes, until her retirement in June 2018. Most recently, she was interim Chief Financial Officer for Alexander & Baldwin, a public REIT investing in commercial properties in Hawaii, from November 2018 to May 2019. Prior to American Homes 4 Rent, she was Chief Financial Officer and Corporate Secretary for Thomas Properties Group, Inc. and Chief Financial Officer for New Pacific Realty Corporation and Arden Realty. Ms. Laing serves as the audit committee chair of Host Hotels & Resorts, Inc., also serving on its nominating and governance committee. She also serves as the independent board chair of CareTrust REIT, in addition to serving on its compensation committee and sustainability committee. Additionally, she serves on the board of directors of Alexander & Baldwin, one of Hawaii’s leading owners and operators of grocery-anchored strip retail centers, and is chair of its compensation committee and serves on its audit and nominating and corporate governance committees. Ms. Laing holds a bachelor’s degree in accounting from Oklahoma State University.

Other Public Company Boards:

•

Alexander & Baldwin, Inc.

•

CareTrust REIT, Inc.

•

Host Hotels & Resorts Inc.

Former Public Company Directorships Within the Last Five Years:

•

Spirit Realty Capital, Inc.

•

The Macerich Company (2003-2022)

Selected Directorships and Memberships:

•

RREEF Core Plus Industrial Fund


12 2026 PROXY STATEMENT

PROPOSAL 1: ELECTION OF DIRECTORS

LOGO

Marianne Lowenthal

Independent Director Nominee

Age: 65

Director Since: 2022

Board Committees:

•

Audit

•

Nominating and Corporate Governance (Chair)

Key Qualifications, Experience and Attributes:

As a real estate professional for over 30 years, Ms. Lowenthal provides mixed-use, retail, hotel and multifamily development and redevelopment expertise, together with project management experience in the areas of design, entitlements, construction and leasing. In addition, Ms. Lowenthal adds a fresh and valuable perspective on our Company’s opportunities and operations.

Principal Occupation and Business Experience:

Ms. Lowenthal has served as the President and sole principal of Granadier Co., a real estate firm focused on development and redevelopment of multi-family and mixed-use properties in Southern California, since April 1, 2022. From January 2005 to March 2022, she served as Executive Vice President of Development for Combined Properties, Incorporated, leading the national acquisition and development team in mixed-use, retail, residential and hotel projects in highly valued infill markets, primarily in Southern California and the Washington DC area. Ms. Lowenthal was Executive Vice President of Development at the Bond Companies from 2000 to 2004, leading the design and development teams in mixed-use, residential and retail projects.

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

Table of Contents

SEC Form DEF 14A filed by Macerich Company