Form 4: Macerich Director Acquires Phantom Stock Units

Macerich Director Andrea M. Stephen acquired 3,859.7 phantom stock units, increasing her beneficial ownership to 46,739.93 units.

Summary

• Director Andrea M. Stephen of Macerich Co. (MAC) acquired 3,859.7 phantom stock units.
• The transaction date for this acquisition was January 1, 2026.
• Following this transaction, Ms. Stephen beneficially owns a total of 46,739.93 phantom stock units.
• These phantom stock units are convertible into common stock on a 1-for-1 basis.
• The units generally become distributable in five equal installments starting January 1 following the termination of service, as per an earlier election under the Plan terms.
• The reported beneficial ownership includes 1,660.06 previously unreported phantom stock units credited as dividend equivalents under the 2003 Plan.

Sentiment

Score: 7

Explanation: The acquisition of phantom stock units by a director, even if granted as compensation, generally indicates alignment of interests and confidence in the company's future. It's a routine compensation event with a slightly positive read due to increased insider stake.

Positives

• Increased insider ownership (phantom stock units) can signal confidence in the company's future performance.
• The acquisition of phantom stock units at a $0 price suggests they were granted as part of compensation, aligning director interests with shareholders.

Negatives

• No immediate cash investment by the director, as the units were acquired at $0, indicating a grant rather than a purchase.

Future Outlook

The phantom stock units are structured to become distributable in five equal installments starting January 1 following the termination of service, aligning future payouts with long-term company performance and director tenure.

Industry Context

This filing reflects a standard practice in corporate compensation, where directors receive equity-based awards like phantom stock units to align their interests with long-term shareholder value, common in the real estate investment trust (REIT) sector where Macerich operates.

Comparison to Industry Standards

• Equity-based compensation, such as phantom stock units, is a common practice for directors in the REIT industry, similar to how directors at companies like Simon Property Group (SPG) or Federal Realty Investment Trust (FRT) receive performance-based awards.
• The 1-for-1 conversion to common stock is a standard feature for such units, ensuring direct alignment with the underlying equity performance.
• The vesting and distribution schedule tied to termination of service and multi-year installments is typical for long-term incentive plans designed to retain key personnel and encourage sustained performance.

Stakeholder Impact

• Shareholders: Increased alignment of director's interests with shareholder value due to equity-based compensation.

Next Steps

• The phantom stock units will become distributable in five equal installments starting January 1 following the date of termination of service, as per the 2003 Plan terms.

Key Dates

Recommendation

This Form 4 filing reports a routine grant of phantom stock units to a director as part of their compensation. While it increases insider ownership and aligns interests, it does not represent a direct cash investment or a significant new strategic development that would warrant a change in investment recommendation. It's an expected corporate governance event.

Keywords

Macerich, MAC, Form 4, Insider Trading, Phantom Stock Units, Director Compensation, Equity Grant, Beneficial Ownership