Thomas E. O'Hern - 24 Apr 2024 Form 4 Insider Report for MACERICH CO (MAC)

Footnote F1

Represents the vesting of performance-based units of limited partnership interest in The Macerich Partnership, LP (the "Partnership"), of which the Issuer is the general partner. These LTIP Units were issued as long-term incentive compensation and vested upon achievement of certain pre-established performance criteria. Conditioned upon minimum allocations to the capital accounts of the LTIP Units for federal income tax purposes, each LTIP Unit may be converted, at the election of the holder, into a common unit of limited partnership interest in the Partnership ("Common Unit"). Each Common Unit may generally be redeemed, at the election of the holder, for cash equal to the then fair market value of a share of the Issuer's common stock, except that the Issuer may, at its election, acquire each Common Unit for one share of common stock. The rights to convert LTIP Units into Common Units and redeem for common stock do not have expiration dates.

Footnote F2

On January 1, 2021, the reporting person was granted an LTIP Unit award pursuant to which the reporting person could earn 342,639 LTIP Units at target performance, based on the Issuer's performance relative to certain performance criteria during the period from January 1, 2021 through December 31, 2023. On April 24, 2024, the Compensation Committee of the Board of Directors of the Issuer determined that 286,831 of the LTIP Units, or 83.7% of the target amount, were earned based on the Issuer's performance during the performance period. The LTIP Units vested on December 31, 2023 and must be retained by the reporting person until December 31, 2024.