马塞里奇房产美股招股说明书(2026-06-16版)

Common Stock We are offering 14,000,000 shares of our common stock, par value $0.01 per share. We expect to enter into a forward sale agreement with each of Goldman Sachs & Co. LLC,Deutsche Bank AG, London Branch, JPMorgan Chase Bank, National Association and Morgan Stanley & Co. LLC, or their affiliates, which we refer to in this capacity as the forwardpurchasers. In connection with the forward sale agreements, the forward purchasers or their affiliates are borrowing from third parties and selling to the underwriters an aggregate of14,000,000 shares of our common stock that will be delivered in this offering. We will not initially receive any proceeds from the sale of shares of our common stock by the forward purchasers or their affiliates in this offering. We expect to physically settle theforward sale agreements, which would involve the issuance and delivery by us of shares of our common stock against payment by the forward purchasers for those shares on one or moreforward settlement dates, which we expect to occur no later than approximately 12months from the date of this prospectus supplement. We may also elect to cash settle or net share settle allor a portion of our obligations under a forward sale agreement if we conclude it is in our best interest to do so. If we elect to cash settle a forward sale agreement, we may not receive anyproceeds, and we may owe cash to the relevant forward purchaser in certain circumstances. If we elect to net share settle a forward sale agreement, we will not receive any proceeds, and wemay owe shares of our common stock to the relevant forward purchaser in certain circumstances. See “Underwriting - Forward Sale Agreements” for a description of the forward saleagreements. If any forward purchaser or its affiliate does not sell on the anticipated closing date of this offering all of the shares of our common stock to be sold by it to the underwriters, we willissue and sell to the underwriters a number of shares of our common stock equal to the number of shares of our common stock that the forward purchaser or its affiliate did not sell and thenumber of shares underlying the relevant forward sale agreement will be decreased in respect of the number of shares that we issue and sell. We are organized and conduct our operations to qualify as a real estate investment trust (“REIT”) for federal income tax purposes. In part, to assist us in complying with certain federalincome tax requirements applicable to REITs, our charter contains certain restrictions relating to the ownership and transfer of our stock, including an ownership limit of 5.0% on our commonstock. We have granted a limited waiver of the ownership limitation to the forward purchasers and the forward sellers in connection with this offering. See “Description of Our Capital Stock—Restrictions on Transfer and Ownership” in the accompanying prospectus. Our common stock trades on the New York Stock Exchange (the “NYSE”) under the symbol “MAC.” On June12, 2026, the last reported sale price of our common stock on the NYSEwas $25.45 per share. Investing in our common stock involves risks. See “Risk Factors” beginning on page S-5. (1)Assumes no exercise of the underwriters’ option to purchase additional shares described below. (2)See “Underwriting” for a description of all compensation payable to the underwriters. (3)We have assumed that the forward sale agreements will be fully physically settled based on a forward sale price equal to the initial forward sale price of $23.12325 per share,which is the public offering price less the underwriting discounts and commissions shown above. The forward sale price is subject to adjustment pursuant to the terms of each ofthe forward sale agreements, and the actual proceeds, if any, to us will be calculated as described in this prospectus supplement. Although we expect to settle the forward saleagreements entirely by the full physical delivery of shares of our common stock in exchange for cash proceeds, we may elect cash settlement or net share settlement for all or aportion of our obligations under any forward sale agreement. See “Underwriting - Forward Sale Agreements” for a description of the forward sale agreements. We have granted the underwriters an option to purchase up to an additional 2,100,000 shares from us, at the public offering price, less the underwriting discount, for 30 days after thedate of this prospectus supplement. Upon any exercise of such option, we expect to enter into additional forward sale agreements with the forward purchasers in respect of the number ofshares sold by the forward purchasers (or their respective affiliates) in connection with the exercise of such option. Unless the context requires otherwise, the term “forward sale agreements,”as used in this prospectus supplement, includes any additional forward sale agreements that we enter into in connection with the exercise by the underwriters of their option to purchaseadditional shares. In