Bragar Eagel & Squire, P.C. Litigation Partner Brandon Walker Encourages Investors Who Suffered Losses In Seritage (SRG) To Contact Him Directly To Discuss Their Options If you are a long-term stockholder in Seritage between July 7, 2022 and May 10, 2024 and would like to discuss your legal rights, call Bragar Eagel & Squire partner Brandon Walker or Marion Passmore directly at (212) 355-4648. NEW YORK, Sept. 27, 2025 (GLOBE NEWSWIRE) -- What’s Happening: Bragar Eagel & Squire, P.C., a nationally recognize ...

Group 1 - Seritage Growth Properties (NYSE: SRG) completed the sale of three properties for approximately $31 million in gross proceeds during Q2 2025 [2] - The company is making solid progress with its asset sale process [2] - The focus of the investment group Distressed Value Investing includes value opportunities and distressed plays, particularly in the energy sector [2] Group 2 - Aaron Chow, also known as Elephant Analytics, has over 15 years of analytical experience and is a top-rated analyst on TipRanks [2] - Chow co-founded a mobile gaming company that was acquired by PENN Entertainment and has designed in-game economic models for mobile apps with over 30 million combined installs [2] - The investment group Distressed Value Investing offers exclusive research about various companies and opportunities [1]

[Company Overview & Strategic Direction](index=1&type=section&id=Company%20Overview%20%26%20Strategic%20Direction) [Executive Summary](index=1&type=section&id=Executive%20Summary) Seritage Growth Properties extended its term loan maturity, reported progress on asset sales including three signed purchase agreements and five under negotiation, aiming to maximize shareholder value and repay debt through asset divestitures - Company extended its term loan maturity to execute sales at appropriate pricing and timing, maximizing shareholder value[2](index=2&type=chunk) - Progress made on asset sales with three purchase and sale agreements signed and five more under negotiation[2](index=2&type=chunk) - Company continues to execute its plan of sale, aiming to repay remaining debt and ultimately distribute proceeds to shareholders[2](index=2&type=chunk) [Strategic Review (Plan of Sale)](index=7&type=section&id=Strategic%20Review%20%28Plan%20of%20Sale%29) Shareholders approved the plan of sale in October 2022, and the strategic review is ongoing, with the company open to value-maximizing alternatives including a potential sale of the company - Seritage shareholders approved the company's plan of sale on October 24, 2022[22](index=22&type=chunk) - The strategic review process is ongoing, and the company remains open to pursuing value-maximizing alternatives, including a potential sale of the company[22](index=22&type=chunk) [Market Update](index=7&type=section&id=Market%20Update) The company continues to face challenging market conditions, such as high interest rates and debt/equity capital availability, which may exert downward pressure on remaining asset pricing and impact the proceeds and timing of shareholder distributions from the plan of sale - The company continues to face challenging market conditions, including high interest rates and the availability of debt and equity capital[23](index=23&type=chunk) - These market conditions may exert downward pressure on the pricing of the company's remaining assets[23](index=23&type=chunk) - If challenging market conditions persist, it is expected to adversely affect the proceeds from the plan of sale and the amount and timing of distributions to shareholders[23](index=23&type=chunk) [Financial Performance Highlights](index=2&type=section&id=Financial%20Performance%20Highlights) [Q2 2025 Financial Highlights](index=2&type=section&id=Q2%202025%20Financial%20Highlights) In Q2 2025, the company significantly narrowed its net loss and reduced net loss per share, with NOI-Cash Basis turning positive, but still recognized an $18 million real estate asset impairment charge Q2 2025 Key Financial Metrics | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | | Net Loss Attributable to Seritage Common Shareholders (thousand dollars) | $(29,731) | $(102,452) | | Net Loss Per Share Attributable to Seritage Common Shareholders (dollars) | $(0.53) | $(1.82) | | NOI-Cash Basis (at share) (thousand dollars) | $2,582 | $(137) | - In Q2 2025, the company recognized an **$18 million impairment charge** on its consolidated properties[10](index=10&type=chunk) [H1 2025 Financial Highlights](index=2&type=section&id=H1%202025%20Financial%20Highlights) In H1 2025, the company's net loss and net loss per share significantly decreased year-over-year, NOI-Cash Basis (at share) turned positive, and a $40 million term loan principal repayment was made H1 2025 Key Financial Metrics | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :----------------------------- | :----------------------------- | | Net Loss Attributable to Seritage Common Shareholders (thousand dollars) | $(53,158) | $(122,662) | | Net Loss Per Share Attributable to Seritage Common Shareholders (dollars) | $(0.94) | $(2.18) | | NOI-Cash Basis (at share) (thousand dollars) | $5,170 | $1,961 | - In H1 2025, the company invested **$18 million** in its consolidated properties, primarily for tenant lease costs, and **$0.4 million** in its unconsolidated properties[10](index=10&type=chunk) - The company received **$7.4 million** in distributions from unconsolidated properties in H1 2025[10](index=10&type=chunk) - In H1 2025, the company repaid **$40 million** of term loan principal[10](index=10&type=chunk) [Liquidity Position](index=1&type=section&id=Liquidity%20Position) As of June 30, 2025, the company held $80.1 million in cash, including $8.3 million in restricted cash, and plans to utilize these liquidity sources, future sales, and/or potential alternative financing to meet obligations and fund operations and development Cash Holdings | Date | Cash (million dollars) | Restricted Cash (million dollars) | | :----------- | :------------------- | :------------------------------ | | June 30, 2025 | 80.1 | 8.3 | | August 13, 2025 | 65.1 | 8.3 | - The company expects to utilize existing liquidity, future sales, and/or potential alternative financing arrangements to pay financing obligations and fund operating and development activities[18](index=18&type=chunk) [Asset Sales & Future Outlook](index=1&type=section&id=Asset%20Sales%20%26%20Future%20Outlook) [Q2 2025 Sales Activities](index=1&type=section&id=Q2%202025%20Sales%20Activities) In Q2 2025, the company generated **$31.1 million** in gross proceeds from the sale of one premier property and an interest in an unconsolidated entity, also eliminating associated carrying costs Q2 2025 Sales Proceeds | Sale Type | Gross Proceeds (million dollars) | Eliminated Carrying Costs (million dollars) | | :------------------- | :----------------------------- | :---------------------------------------- | | One Premier Property | 23.0 | 0.6 | | Interest in an Unconsolidated Entity | 8.1 | Not Applicable | [Assets Under Contract & Negotiation](index=1&type=section&id=Assets%20Under%20Contract%20%26%20Negotiation) As of August 14, 2025, the company has three assets under contract with expected gross proceeds of **$109.8 million**, and five assets under negotiation with estimated gross proceeds of approximately **$226.4 million** Assets Under Contract Details (as of August 14, 2025) | Asset Type | Estimated Gross Proceeds (million dollars) | Capitalization Rate (%) | Eliminated Carrying Costs (million dollars) | | :------------------- | :------------------------------------- | :---------------------- | :---------------------------------------- | | One Income-Producing Asset | 28.5 | 7.4 | Not Applicable | | One Vacant/Non-Income Producing Asset | 10.5 | Not Applicable | 0.1 | | One Premier Development Asset | 70.8 | Not Applicable | Not Applicable | - The company is currently negotiating definitive purchase and sale agreements for five assets, with estimated gross proceeds of approximately **$226.4 million** (company's share **$181.2 million**)[4](index=4&type=chunk) [Future Sales Projections](index=2&type=section&id=Future%20Sales%20Projections) The company provides future sales projections as of August 14, 2025, excluding assets already under contract or negotiation, with sales expected in late 2025 and beyond, though actual results may vary significantly - Gateway Markets' projected asset sales include: one multi-tenant asset (**$25 million-$30 million**), five premier assets (two at **$15 million-$20 million**, two at **$30 million-$40 million**, one at **$60 million-$70 million**, and one at **$100 million-$150 million**)[11](index=11&type=chunk) - Secondary Markets' projected asset sales include: one residential asset (**$5 million-$10 million**)[8](index=8&type=chunk) - Sales projections are based on the company's latest forecasts and assumptions, but actual results may differ materially[6](index=6&type=chunk) [Properties Sold in H1 2025](index=12&type=section&id=Properties%20Sold%20in%20H1%202025) In H1 2025, the company sold four properties located in Boca Raton, Barton Creek, Santa Rosa, and Braintree Properties Sold in H1 2025 | City | State | Sale Type | Area (square feet) | Sale Quarter | | :--------- | :--- | :--------- | :----------------- | :----------- | | Boca Raton | FL | Full Parcel | 4,200 | Q2 | | Barton Creek | TX | Full Parcel | 82,300 | Q2 | | Santa Rosa | CA | Full Parcel | 82,700 | Q2 | | Braintree | MA | Full Parcel | 85,100 | Q1 | [Property Portfolio & Leasing](index=2&type=section&id=Property%20Portfolio%20%26%20Leasing) [Portfolio Summary by Planned Usage](index=2&type=section&id=Portfolio%20Summary%20by%20Planned%20Usage) As of June 30, 2025, the company's portfolio includes consolidated and unconsolidated properties, with multi-tenant retail properties 92.0% leased and residential properties 100.0% leased Portfolio Summary by Planned Usage (as of June 30, 2025) | Planned Usage | Total | Building/Land Area (sf/acres) | Leased Area (sf) | Leased Percentage (%) | Average Land Area/Site (acres) | | :----------- | :--- | :---------------------------- | :--------------- | :-------------------- | :----------------------------- | | **Consolidated Properties** | | | | | | | Multi-Tenant Retail | 2 | 425 sf / 28 acres | 391 | 92.0 | 14.2 | | Residential | 2 | 33 sf / 19 acres | 33 | 100.0 | 9.5 | | Premier Properties | 3 | 224 sf / 51 acres | 189 | 84.0 | 16.8 | | Non-Core Properties | 1 | 134 sf / 15 acres | - | 0.0 | 14.8 | | **Unconsolidated Properties** | | | | | | | Other Joint Ventures | 2 | 93 sf / 28 acres | 5 | 5.1 | 14.2 | | Premier Properties | 3 | 158 sf / 57 acres | 105 | 66.6 | 19.0 | [Multi-Tenant Retail Leasing](index=5&type=section&id=Multi-Tenant%20Retail%20Leasing) As of June 30, 2025, the company's multi-tenant retail properties have a total leased area of **391,000 square feet** with a 92% occupancy rate, and approximately **34,000 square feet** available for lease Multi-Tenant Retail Leases Signed and Under Negotiation Summary (as of June 30, 2025) | Tenant | Number of Leases | Total Leased GLA (thousand square feet) | Percentage of Total GLA (%) | Total Annual Base Rent (thousand dollars) | Percentage of Total Annual Base Rent (%) | Annual Base Rent Per Square Foot (dollars) | | :----------- | :--------------- | :-------------------------------------- | :-------------------------- | :---------------------------------------- | :--------------------------------------- | :----------------------------------------- | | Existing Retail Leases | 7 | 250.1 | 58.8 | 6,474.3 | 90.7 | 25.89 | | Signed, Not Commenced | 1 | 141.1 | 33.2 | 663.5 | 9.3 | 4.7 | | Total Retail Leases | 8 | 391.2 | 92.0 | 7,137.8 | 100.0 | 18.25 | - The company's multi-tenant retail properties have a total occupancy rate of **92%**, with approximately **34,000 square feet** available for lease[13](index=13&type=chunk) [Premier Mixed-Use Property Leasing](index=5&type=section&id=Premier%20Mixed-Use%20Property%20Leasing) As of June 30, 2025, the company's premier mixed-use properties have **353,000 square feet** of existing leased area, **45,000 square feet** signed but not yet commenced, and **141,000 square feet** available for lease Premier Property Leases Signed Summary (as of June 30, 2025) | Tenant | Number of Leases | Total Leased GLA (thousand square feet) | Percentage of Total GLA (%) | Total Annual Base Rent (thousand dollars) | Percentage of Total Annual Base Rent (%) | Annual Base Rent Per Square Foot (dollars) | | :----------- | :--------------- | :-------------------------------------- | :-------------------------- | :---------------------------------------- | :--------------------------------------- | :----------------------------------------- | | Existing Retail Leases | 44 | 140.3 | 36.8 | 10,567.2 | 50.5 | 75.32 | | Existing Office Leases | 4 | 108.0 | 28.3 | 7,070.2 | 33.8 | 65.46 | | Signed, Not Commenced | 11 | 44.6 | 11.7 | 3,276.3 | 15.7 | 73.46 | | Total | 59 | 292.9 | 76.9 | 20,913.7 | 100.0 | 71.40 | - As of June 30, 2025, the company's premier mixed-use properties have **353,000 square feet** of existing leased area (company's share **248,000 square feet**), **45,000 square feet** signed but not yet commenced (company's share **45,000 square feet**), and **141,000 square feet** available for lease (company's share **88,000 square feet**)[14](index=14&type=chunk) [Aventura Project Leasing Update](index=5&type=section&id=Aventura%20Project%20Leasing%20Update) As of June 30, 2025, the Aventura project's **216,000 square feet** of office and retail leasing is **83.5% complete**, with **36,000 square feet** still available for lease - As of June 30, 2025, the Aventura project's **216,000 square feet** of office and retail leasing is **83.5% complete**[16](index=16&type=chunk) - The Aventura project still has **36,000 square feet (16.5%)** available for lease[16](index=16&type=chunk) [Corporate Matters](index=6&type=section&id=Corporate%20Matters) [Litigation Matters](index=6&type=section&id=Litigation%20Matters) The company faces multiple securities class action and derivative lawsuits alleging internal control deficiencies in identifying and reviewing real estate investment impairment indicators, and misstatements or omissions regarding the value and projected gross proceeds of certain real estate assets - The company faces a securities class action lawsuit alleging false, misleading, and/or omitted disclosures regarding internal controls and real estate asset values between July 7, 2022, and May 10, 2024[19](index=19&type=chunk) - The company also faces multiple derivative lawsuits alleging breaches of fiduciary duty by its CEO, CFO, and board members, seeking damages and corporate governance reforms[19](index=19&type=chunk) - The company intends to vigorously defend itself against the allegations in these lawsuits[19](index=19&type=chunk) [Dividends](index=7&type=section&id=Dividends) The company's Board of Trustees declared and paid dividends for its Series A Preferred Stock in February and May 2025, and declared a dividend for July 2025, all at **$0.4375 per share** Series A Preferred Stock Dividend Declarations | Declaration Date | Dividend Per Share (dollars) | Payment Date | Record Date | | :--------------- | :--------------------------- | :----------- | :---------- | | February 26, 2025 | $0.4375 | April 15, 2025 | March 31, 2025 | | May 8, 2025 | $0.4375 | July 15, 2025 | June 30, 2025 | | July 23, 2025 | $0.4375 | October 15, 2025 | September 30, 2025 | [Non-GAAP Financial Measures](index=7&type=section&id=Non-GAAP%20Financial%20Measures) [NOI-Cash Basis and NOI-Cash Basis (at share) Definition](index=7&type=section&id=NOI-Cash%20Basis%20and%20NOI-Cash%20Basis%20%28at%20share%29%20Definition) NOI-Cash Basis and NOI-Cash Basis (at share) are non-GAAP financial measures adjusted from GAAP to reflect property-level revenues and expenses, providing insight into overall financial performance but not replacing GAAP cash flow or net income - NOI-Cash Basis is defined as property operating revenues less property operating expenses, adjusted for variable items like termination fee income and non-cash items such as straight-line rent and amortization of lease intangibles[26](index=26&type=chunk) - NOI-Cash Basis (at share) includes the company's proportional share in unconsolidated properties, aiming to provide insight into the company's overall financial performance and condition[27](index=27&type=chunk) - These non-GAAP measures do not represent cash flow from operations as defined by GAAP and should not be considered as alternatives to net income for evaluating the company's operating performance[25](index=25&type=chunk)[30](index=30&type=chunk) [Reconciliation to GAAP Net Loss](index=12&type=section&id=Reconciliation%20to%20GAAP%20Net%20Loss) The company provides a detailed table reconciling GAAP net loss to NOI-Cash Basis and NOI-Cash Basis (at share) to illustrate the calculation process for these non-GAAP measures Reconciliation of Net Loss to NOI-Cash Basis and NOI-Cash Basis (at share) (thousand dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | Net Loss | $(28,506) | $(101,227) | $(50,708) | $(120,212) | | Management and other fee income | (127) | (50) | (269) | (98) | | Depreciation and amortization | 2,040 | 1,212 | 4,115 | 6,483 | | General and administrative expenses | 6,172 | 6,874 | 21,865 | 16,066 | | Equity in earnings (losses) of unconsolidated entities | (756) | 566 | 7,172 | 187 | | Loss on sale of interest in unconsolidated entity | 1,417 | - | 1,417 | - | | Net gain on sale of real estate | (1,967) | (2,034) | (8,903) | (3,173) | | Real estate asset impairment | 18,000 | 86,388 | 18,000 | 87,536 | | Interest and other income (expense), net | (930) | (717) | (1,790) | (2,140) | | Interest expense | 5,139 | 6,282 | 10,369 | 13,293 | | Income tax (benefit) expense | 115 | 1,474 | (75) | 1,485 | | Straight-line rent | (34) | 179 | 225 | 246 | | Above/below market lease expense | 44 | 38 | 87 | 76 | | **NOI-Cash Basis** | **$607** | **$(1,015)** | **$1,505** | **$(251)** | | Net operating income from unconsolidated entities | 2,026 | 1,020 | 3,820 | 2,551 | | Straight-line rent | (42) | (133) | (137) | (321) | | Above/below market lease expense | (9) | (9) | (18) | (18) | | **NOI-Cash Basis (at share)** | **$2,582** | **$(137)** | **$5,170** | **$1,961** | [Consolidated Financial Statements](index=10&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets](index=10&type=section&id=Consolidated%20Balance%20Sheets) As of June 30, 2025, the company's total assets were **$575.7 million**, a decrease from **$677.8 million** on December 31, 2024, primarily due to reductions in real estate investments and cash and cash equivalents Consolidated Balance Sheets (thousand dollars) | Metric | June 30, 2025 | December 31, 2024 | | :--------------------------------- | :------------- | :---------------- | | **Assets** | | | | Real estate investments, net | 291,661 | 358,634 | | Real estate held for sale | 8,511 | - | | Investments in unconsolidated entities | 165,937 | 189,699 | | Cash and cash equivalents | 71,802 | 85,206 | | Restricted cash | 8,328 | 12,503 | | **Total assets** | **575,707** | **677,774** | | **Liabilities** | | | | Term loan | 200,000 | 240,000 | | Accounts payable, accrued expenses and other liabilities | 22,970 | 31,971 | | **Total liabilities** | **222,970** | **271,971** | | **Stockholders' equity** | | | | Total stockholders' equity | 351,372 | 404,456 | | Noncontrolling interests | 1,365 | 1,347 | | **Total equity** | **352,737** | **405,803** | | **Total liabilities and equity** | **575,707** | **677,774** | [Consolidated Statements of Operations](index=11&type=section&id=Consolidated%20Statements%20of%20Operations) In Q2 and H1 2025, the company's total revenues slightly increased, but it still reported a net loss due to real estate asset impairment and general and administrative expenses, though the loss significantly narrowed compared to the prior year Consolidated Statements of Operations (thousand dollars) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :--------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | :------------------------------- | | **Revenues** | | | | | | Rental revenues | 4,526 | 4,166 | 8,983 | 9,891 | | Management and other fee income | 127 | 50 | 269 | 98 | | **Total revenues** | **4,653** | **4,216** | **9,252** | **9,989** | | **Expenses** | | | | | | Property operating | 3,237 | 4,160 | 6,145 | 7,833 | | Real estate taxes | 692 | 1,238 | 1,645 | 2,631 | | Depreciation and amortization | 2,040 | 1,212 | 4,115 | 6,483 | | General and administrative | 6,172 | 6,874 | 21,865 | 16,066 | | **Total expenses** | **12,141** | **13,484** | **33,770** | **33,013** | | Net gain on sale of real estate | 1,967 | 2,034 | 8,903 | 3,173 | | Loss on sale of interest in unconsolidated entity | (1,417) | — | (1,417) | — | | Real estate asset impairment | (18,000) | (86,388) | (18,000) | (87,536) | | Equity in earnings (losses) of unconsolidated entities | 756 | (566) | (7,172) | (187) | | Interest and other income (expense), net | 930 | 717 | 1,790 | 2,140 | | Interest expense | (5,139) | (6,282) | (10,369) | (13,293) | | Net loss | (28,506) | (101,227) | (50,708) | (120,212) | | Net Loss Attributable to Seritage Common Shareholders | $(29,731) | $(102,452) | $(53,158) | $(122,662) | | Net loss per share - basic (dollars) | $(0.53) | $(1.82) | $(0.94) | $(2.18) | [Additional Information](index=9&type=section&id=Additional%20Information) [About Seritage Growth Properties](index=9&type=section&id=About%20Seritage%20Growth%20Properties) Before adopting its plan of sale, Seritage Growth Properties primarily owned, developed, managed, sold, and leased diversified retail and mixed-use properties, with a portfolio of 13 properties totaling approximately **1.3 million square feet** and **198 acres** as of June 30, 2025 - Before adopting its plan of sale, Seritage primarily engaged in the ownership, development, redevelopment, management, sale, and leasing of diversified retail and mixed-use properties across the United States[32](index=32&type=chunk) - As of June 30, 2025, the company's portfolio included interests in **13 properties**, totaling approximately **1.3 million square feet** and **198 acres** of land[32](index=32&type=chunk) - The portfolio comprises **8 consolidated properties** (approximately **0.8 million square feet** and **113 acres**) and **5 unconsolidated entities** (approximately **0.5 million square feet** and **85 acres**)[32](index=32&type=chunk) [Forward-Looking Statements](index=9&type=section&id=Forward-Looking%20Statements) This document contains forward-looking statements regarding expectations for future plans, strategies, and trends, which are subject to known and unknown risks, uncertainties, assumptions, and contingencies that could cause actual results to differ materially from expectations - Forward-looking statements involve projections of future plans, strategies, anticipated events, or trends, rather than historical facts[31](index=31&type=chunk) - These statements are subject to known and unknown risks, uncertainties, assumptions, and contingencies that could cause actual results to differ materially from those expressed in the forward-looking statements[31](index=31&type=chunk) - The company undertakes no obligation to update or revise any forward-looking statements, except as required by law[31](index=31&type=chunk) [Contact Information](index=9&type=section&id=Contact%20Information) To contact Seritage Growth Properties, please call (212) 355-7800 or email IR@Seritage.com - Contact Phone: **(212) 355-7800**[33](index=33&type=chunk) - Email: **IR@Seritage.com**[33](index=33&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to _______ Commission File Number 001-37420 SERITAGE GROWTH PROPERTIES (Exact name of registrant as specified in its charter) (State of Incorporation) (I.R.S. Empl ...

[Company Overview & Strategy](index=1&type=section&id=Company%20Overview%20%26%20Strategy) Seritage Growth Properties reports Q1 2025 results, reiterating its strategy to execute the "Plan of Sale" through asset dispositions to repay debt and maximize shareholder value [Introduction](index=1&type=section&id=Introduction) Seritage Growth Properties announced its first quarter financial and operating results for the period ended March 31, 2025, continuing its asset disposition plan - Seritage Growth Properties (NYSE: SRG) reported first quarter financial and operating results for the three months ended March 31, 2025[1](index=1&type=chunk) [CEO Statement & Strategic Direction](index=1&type=section&id=CEO%20Statement%20%26%20Strategic%20Direction) Interim CEO Adam Metz reaffirmed the company's strategy to continue executing the "Plan of Sale," prioritizing debt repayment through asset dispositions and focusing on value realization for shareholders - The company's strategy remains unchanged, continuing to execute the "Plan of Sale" with a priority on repaying remaining debt through asset dispositions[2](index=2&type=chunk) - The team focuses on executing transactions at appropriate prices and monetizing remaining assets to create shareholder value[2](index=2&type=chunk) [About Seritage Growth Properties](index=7&type=section&id=About%20Seritage%20Growth%20Properties) Prior to adopting the "Plan of Sale," Seritage focused on owning, developing, managing, and leasing diverse retail and mixed-use properties across the U.S., with a portfolio of 16 property interests totaling 1.6 million square feet of GLA and 240 acres as of March 31, 2025 - Prior to adopting the "Plan of Sale," Seritage primarily engaged in the ownership, development, redevelopment, management, sale, and leasing of diversified retail and mixed-use properties across the United States[29](index=29&type=chunk) Portfolio Composition as of March 31, 2025 | Category | Number of Properties | GLA (million sq ft) | Land Area (acres) | | :------- | :------------------- | :------------------ | :---------------- | | Total Portfolio | 16 | 1.6 | 240 | | Wholly-Owned Properties | 9 | 0.8 | 132 | | Non-Consolidated Entities | 7 | 0.8 | 108 | [First Quarter 2025 Operating Highlights](index=1&type=section&id=First%20Quarter%202025%20Operating%20Highlights) This section details Seritage's operational and financial performance in Q1 2025, including asset sales, cash position, and net loss [Q1 Sale Highlights](index=1&type=section&id=Q1%20Sale%20Highlights) In Q1 2025, the company generated $29.9 million in gross proceeds from an income-producing asset sale at a 7.7% capitalization rate, with additional sales under contract or negotiation totaling approximately $84 million Q1 2025 Sale Highlights | Item | Details | | :--- | :------ | | Gross Proceeds from Asset Sale | $29.9 million | | Capitalization Rate | 7.7% | | Gross Proceeds from JV Asset Under Contract | $14.0 million | | Pro Rata Share of JV Asset Under Contract | $11.2 million | | Estimated Gross Proceeds from Premier Development Asset Under Negotiation | approximately $70.0 million | [Financial Highlights](index=1&type=section&id=Financial%20Highlights) As of March 31, 2025, the company held $107.1 million in cash, including $12.9 million in restricted cash, with a net loss attributable to common shareholders of $23.4 million and $2.6 million in NOI-cash basis at share Key Financial Metrics (Q1 2025) | Metric | Amount | | :--- | :---- | | Cash Balance (as of March 31, 2025) | $107.1 million | | Restricted Cash (as of March 31, 2025) | $12.9 million | | Investment in Consolidated Properties (Q1 2025) | $13.3 million | | Net Loss Attributable to Common Shareholders (Q1 2025) | ($23.4 million) | | Net Loss Per Share (Q1 2025) | ($0.42) | | NOI-cash basis at share (Q1 2025) | $2.6 million | [Asset Portfolio & Sales Strategy](index=2&type=section&id=Asset%20Portfolio%20%26%20Sales%20Strategy) This section outlines the company's asset portfolio composition, future sales projections across different market types, and leasing status for retail and mixed-use properties [Future Sales Projections](index=2&type=section&id=Future%20Sales%20Projections) The company provides estimated gross sales proceeds for its portfolio assets as of May 15, 2025, excluding those under contract or negotiation, with sales anticipated in late 2025 and beyond, subject to market conditions and potential material differences from projections - Sales projections for remaining assets are based on current forecasts, with sales anticipated in late 2025 and beyond, but are subject to market conditions and risks[5](index=5&type=chunk) - The company cautions that actual results may differ materially from sales projections[5](index=5&type=chunk) [Gateway Markets](index=2&type=section&id=Gateway%20Markets) This subsection details the estimated sales proceeds for multi-tenant and premier assets located in gateway markets Estimated Sales Proceeds - Gateway Markets | Asset Type | Number | Estimated Proceeds Range | | :--------- | :------- | :----------------------- | | Multi-Tenant Assets | 1 | $25 million - $30 million | | Premier Assets | 8 | $15 million - $200 million (individual range) | [Primary Markets](index=2&type=section&id=Primary%20Markets) This subsection details the estimated sales proceeds for multi-tenant and joint venture assets located in primary markets Estimated Sales Proceeds - Primary Markets | Asset Type | Number | Estimated Proceeds Range | | :--------- | :------- | :----------------------- | | Multi-Tenant Assets | 1 | $25 million - $30 million | | Joint Venture Assets | 2 | $5 million - $10 million (each) | [Secondary Markets](index=2&type=section&id=Secondary%20Markets) This subsection details the estimated sales proceeds for joint venture, retail, and non-core assets located in secondary markets Estimated Sales Proceeds - Secondary Markets | Asset Type | Number | Estimated Proceeds Range | | :--------- | :------- | :----------------------- | | Joint Venture Assets | 1 | Less than $5 million | | Retail Assets | 1 | $5 million - $10 million | | Joint Venture Assets | 1 | Less than $5 million | | Non-Core Assets | 1 | $5 million - $10 million | [Portfolio Summary by Planned Usage](index=2&type=section&id=Portfolio%20Summary%20by%20Planned%20Usage) As of March 31, 2025, Seritage's portfolio comprises consolidated properties (multi-tenant retail, residential, premier, non-core) and non-consolidated joint ventures (other JVs, premier), with multi-tenant retail at 92.0% and residential at 100.0% leased Property Summary by Planned Usage (as of March 31, 2025) | Planned Usage | Total | Built Area/Land Area | Leased Area | Occupancy Rate | Average Land Area/Location | | :------------ | :---- | :----------------- | :-------- | :------- | :------------------ | | **Consolidated Properties** | | | | | | | Multi-Tenant Retail | 2 | 425 sf / 28 acres | 391 | 92.0% | 14.2 | | Residential | 2 | 33 sf / 19 acres | 33 | 100.0% | 9.5 | | Premier | 4 | 228 sf / 69 acres | 189 | 83.2% | 17.2 | | Non-Core | 1 | 134 sf / 15 acres | - | 0.0% | 14.8 | | **Non-Consolidated Properties** | | | | | | | Other Joint Ventures | 4 | 258 sf / 52 acres | 5 | 1.8% | 13.0 | | Premier | 3 | 158 sf / 57 acres | 106 | 67.4% | 19.0 | [Multi-Tenant Retail Portfolio](index=3&type=section&id=Multi-Tenant%20Retail%20Portfolio) As of March 31, 2025, Seritage's multi-tenant retail portfolio is 92% leased, totaling 391,200 square feet, comprising 250,100 square feet of existing leases and 141,100 square feet of signed but not yet opened (SNO) leases, with approximately 34,000 square feet available Multi-Tenant Retail Lease Summary (as of March 31, 2025) | Lease Type | Number of Leases | Leased GLA (thousand sq ft) | Percent of Total Leasable GLA | Annual Base Rent ("ABR") | Percent of Total ABR | ABR per sq ft | | :--------- | :--------------- | :-------------------------- | :---------------------- | :----------------------- | :------------- | :-------- | | Existing Retail Leases | 7 | 250.1 | 58.8% | $6,474.3 | 90.7% | $25.89 | | SNO Retail Leases | 1 | 141.1 | 33.2% | $663.5 | 9.3% | $4.70 | | **Total Retail Leases** | **8** | **391.2** | **92.0%** | **$7,137.8** | **100.0%** | **$18.25** | - The total occupancy rate for multi-tenant retail properties is **92%**, with approximately **34,000 square feet** available for lease[10](index=10&type=chunk) [Premier Mixed-Use Portfolio](index=3&type=section&id=Premier%20Mixed-Use%20Portfolio) As of March 31, 2025, the premier mixed-use portfolio has 352,000 square feet of existing leases (246,000 sq ft at share) and 50,000 square feet of SNO leases (50,000 sq ft at share), with an additional 141,000 square feet available (90,000 sq ft at share), totaling 295,600 square feet of diversified leased area, representing 76.7% of leasable GLA Premier Asset Signed Lease Summary (as of March 31, 2025, Pro Rata Share) | Lease Type | Number of Leases | Leased GLA (thousand sq ft) | Percent of Total Leasable GLA | Annual Base Rent ("ABR") | Percent of Total ABR | ABR per sq ft | | :--------- | :--------------- | :-------------------------- | :---------------------- | :----------------------- | :------------- | :-------- | | Existing Retail Leases | 43 | 137.8 | 35.7% | $10,104.7 | 48.1% | $73.33 | | Existing Office Leases | 4 | 108.0 | 28.0% | $7,070.2 | 33.7% | $65.46 | | SNO Retail Leases | 12 | 49.9 | 12.9% | $3,824.2 | 18.2% | $76.70 | | **Total Diversified Leases** | **59** | **295.6** | **76.7%** | **$20,999.1** | **100.0%** | **$71.04** | - The premier mixed-use portfolio has **352,000 square feet** of existing leased area (**246,000 square feet** at share) and **50,000 square feet** of signed but not yet opened (SNO) area (**50,000 square feet** at share)[11](index=11&type=chunk) [Aventura Project](index=3&type=section&id=Aventura%20Project) This subsection provides specific leasing details for the Aventura project within the premier mixed-use portfolio - As of March 31, 2025, the Aventura project is **82.2% leased**, with **38,000 square feet** available for lease[13](index=13&type=chunk) - Approximately **9,000 square feet (4%)** of available space at the Aventura project is currently under lease negotiation[13](index=13&type=chunk) [Financial Performance & Liquidity](index=4&type=section&id=Financial%20Performance%20%26%20Liquidity) This section reviews Seritage's financial results for Q1 2025, including net loss, cash position, and the use of non-GAAP financial measures [Financial Summary](index=4&type=section&id=Financial%20Summary) For the three months ended March 31, 2025, net loss attributable to Seritage common shareholders expanded to $23.4 million from $20.2 million year-over-year, with net loss per share increasing to $0.42, while NOI-cash basis at share improved to $2.6 million from $2.1 million Financial Performance Summary (Three Months Ended March 31) | Metric | 2025 (USD) | 2024 (USD) | Y-o-Y Change (USD) | | :--- | :--- | :--- | :----------- | | Net Loss Attributable to Common Shareholders | (23,427) | (20,210) | (3,217) | | Net Loss Per Share | (0.42) | (0.36) | (0.06) | | NOI-cash basis at share | 2,588 | 2,098 | 490 | - Q1 2025 NOI-cash basis at share reflects the impact of **$0.5 million** from properties sold[14](index=14&type=chunk) [Liquidity and Capital Resources](index=4&type=section&id=Liquidity%20and%20Capital%20Resources) As of March 31, 2025, the company held $107.1 million in cash, including $12.9 million in restricted cash, and plans to utilize these and future sales or alternative financing to meet obligations and fund operations and development Cash Balances | Date | Total Cash Balance | Restricted Cash | | :--- | :----------------- | :-------------- | | March 31, 2025 | $107.1 million | $12.9 million | | May 13, 2025 | $99.9 million | $11.9 million | - The company expects to utilize existing liquidity, future sales, and/or alternative financing to cover obligations and fund operations and development[15](index=15&type=chunk) [Non-GAAP Financial Measures](index=5&type=section&id=Non-GAAP%20Financial%20Measures) Seritage uses non-GAAP financial measures, including NOI-cash basis and NOI-cash basis at share, to provide additional insight into property-level operating performance by adjusting GAAP property operating income for variable and non-cash items, with NOI-cash basis at share also including the company's pro rata share in non-consolidated properties - NOI-cash basis and NOI-cash basis at share are non-GAAP metrics used to reflect property-level revenues and expenses, adjusted for variable and non-cash items[21](index=21&type=chunk)[23](index=23&type=chunk)[27](index=27&type=chunk) - NOI-cash basis at share includes the company's pro rata share in non-consolidated properties to provide insight into overall company financial performance[24](index=24&type=chunk) - These non-GAAP metrics should not be considered substitutes for GAAP cash flow or net income for assessing liquidity or operating performance[22](index=22&type=chunk)[27](index=27&type=chunk) [Corporate Developments & Governance](index=4&type=section&id=Corporate%20Developments%20%26%20Governance) This section covers Seritage's ongoing litigation, dividend declarations, strategic review process, and recent changes in executive leadership [Litigation Matters](index=4&type=section&id=Litigation%20Matters) Seritage faces multiple lawsuits, including a July 2024 class action alleging federal securities law violations regarding internal controls and asset valuation disclosures, and derivative lawsuits in January and May 2025 alleging similar conduct and breaches of fiduciary duty by executives and board members, which the company intends to vigorously defend - A class action lawsuit was filed in July 2024, alleging violations of federal securities laws regarding internal controls and real estate asset valuation disclosures[16](index=16&type=chunk) - Multiple derivative lawsuits were filed in January and May 2025, alleging breaches of fiduciary duty and similar claims against executives and board members[16](index=16&type=chunk) - The company intends to vigorously defend itself against these allegations[16](index=16&type=chunk) [Dividends](index=5&type=section&id=Dividends) Seritage's Board declared a $0.4375 per share preferred stock dividend on February 26, 2025, paid on April 15, 2025, and again on May 8, 2025, payable on July 15, 2025 Declared Preferred Stock Dividends | Declaration Date | Dividend Per Share | Record Date | Payment Date | | :--------------- | :----------------- | :---------- | :----------- | | February 26, 2025 | $0.4375 | March 31, 2025 | April 15, 2025 | | May 8, 2025 | $0.4375 | June 30, 2025 | July 15, 2025 | [Strategic Review](index=5&type=section&id=Strategic%20Review) The strategic review process for the "Plan of Sale," approved by shareholders on October 24, 2022, is ongoing, with the company open to alternative value maximization options, including a potential sale of the entire company, though success is not guaranteed - The strategic review process for the "Plan of Sale," approved by shareholders in October 2022, is ongoing[18](index=18&type=chunk) - Seritage remains open to alternative value maximization options, including a potential sale of the entire company[18](index=18&type=chunk) [Appointment of New Chief Executive Officer and President](index=5&type=section&id=Appointment%20of%20New%20Chief%20Executive%20Officer%20and%20President) Effective April 11, 2025, Andrea L. Olshan resigned as CEO and President, with Board Chairman Adam Metz appointed Interim CEO and Mitchell Sabshon named Lead Independent Director - Andrea L. Olshan resigned as Chief Executive Officer and President effective April 11, 2025[19](index=19&type=chunk) - Board Chairman Adam Metz was appointed Interim Chief Executive Officer, and Mitchell Sabshon was named Lead Independent Director[19](index=19&type=chunk) [Market Conditions & Outlook](index=5&type=section&id=Market%20Conditions%20%26%20Outlook) This section addresses the challenging market environment, its potential impact on asset pricing and the "Plan of Sale," and the nature of forward-looking statements [Market Update](index=5&type=section&id=Market%20Update) The company continues to face a challenging market environment, including high interest rates and macroeconomic impacts, which may exert downward pressure on asset pricing and adversely affect the "Plan of Sale" proceeds and shareholder distributions - The company continues to face a challenging market environment, including high interest rates and potential macroeconomic impacts[20](index=20&type=chunk) - These conditions may lead to downward pressure on asset pricing and adversely affect the proceeds from the "Plan of Sale" and shareholder distributions[20](index=20&type=chunk) [Forward-Looking Statements](index=7&type=section&id=Forward-Looking%20Statements) This document contains forward-looking statements subject to known and unknown risks, uncertainties, assumptions, and contingencies that may cause actual results to differ materially, with no obligation to update or revise unless legally required - Forward-looking statements involve known and unknown risks, uncertainties, assumptions, and contingencies that may cause actual results to differ materially from expectations[28](index=28&type=chunk) - Key risk factors include declines in retail, real estate, and overall economic conditions; risks associated with redevelopment activities; and the availability and cost of financing[28](index=28&type=chunk) - The company undertakes no obligation to update or revise forward-looking statements unless required by law[28](index=28&type=chunk) [Consolidated Financial Statements](index=8&type=section&id=Consolidated%20Financial%20Statements) This section presents Seritage's consolidated financial statements, including the balance sheets, statements of operations, and reconciliation of net loss to non-GAAP operating income [Consolidated Balance Sheets](index=8&type=section&id=Consolidated%20Balance%20Sheets) As of March 31, 2025, total assets decreased to $649.7 million from $677.8 million, with net investment in real estate falling to $329.951 million, total liabilities slightly down to $267.25 million, and total shareholders' equity decreasing to $381.103 million Consolidated Balance Sheet Highlights (USD in thousands) | Metric | March 31, 2025 | December 31, 2024 | Change | | :--- | :------------- | :---------------- | :----- | | Total Assets | $649,700 | $677,774 | ($28,074) | | Net Investment in Real Estate | $329,951 | $358,634 | ($28,683) | | Real Estate Held for Sale | $8,406 | $0 | $8,406 | | Investment in Non-Consolidated Entities | $176,104 | $189,699 | ($13,595) | | Cash and Cash Equivalents | $94,268 | $85,206 | $9,062 | | Total Liabilities | $267,250 | $271,971 | ($4,721) | | Term Loan | $240,000 | $240,000 | $0 | | Total Shareholders' Equity | $381,103 | $404,456 | ($23,353) | [Consolidated Statements of Operations](index=9&type=section&id=Consolidated%20Statements%20of%20Operations) In Q1 2025, total revenue decreased to $4.6 million from $5.8 million, primarily due to lower rental income, while total expenses rose to $21.6 million from $19.5 million, driven by increased general and administrative costs, leading to a wider net loss attributable to common shareholders of $23.4 million Consolidated Statements of Operations Highlights (USD in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Y-o-Y Change | | :--- | :-------------------------------- | :-------------------------------- | :----------- | | Total Revenue | $4,599 | $5,773 | ($1,174) | | Total Expenses | $21,629 | $19,529 | $2,100 | | Net Gain on Sale of Real Estate | $6,936 | $1,139 | $5,797 | | Equity in Earnings (Loss) of Non-Consolidated Entities | ($7,928) | $379 | ($8,307) | | Interest Expense | ($5,230) | ($7,011) | $1,781 | | Net Loss Attributable to Common Shareholders | ($23,427) | ($20,210) | ($3,217) | | Net Loss Per Share | ($0.42) | ($0.36) | ($0.06) | [Reconciliation of Net Loss to NOI-cash basis and NOI-cash basis at share](index=10&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20NOI-cash%20basis%20and%20NOI-cash%20basis%20at%20share) The reconciliation shows Q1 2025 NOI-cash basis increased to $0.898 million from $0.764 million, and NOI-cash basis at share improved to $2.588 million from $2.098 million, reflecting adjustments for non-consolidated entities and non-cash items Reconciliation Highlights (USD in thousands) | Metric | Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | Y-o-Y Change | | :--- | :-------------------------------- | :-------------------------------- | :----------- | | Net Loss | ($22,202) | ($18,985) | ($3,217) | | General and Administrative Expenses | $15,693 | $9,192 | $6,501 | | Equity in Earnings (Loss) of Non-Consolidated Entities | $7,928 | ($379) | $8,307 | | Net Gain on Sale of Real Estate | ($6,936) | ($1,139) | ($5,797) | | Interest Expense | $5,230 | $7,011 | ($1,781) | | **NOI-cash basis** | **$898** | **$764** | **$134** | | NOI from Non-Consolidated Entities | $1,794 | $1,531 | $263 | | **NOI-cash basis at share** | **$2,588** | **$2,098** | **$490** | [Properties Sold](index=10&type=section&id=Properties%20Sold) For the three months ended March 31, 2025, Seritage sold one entire property in Braintree, Massachusetts, totaling 85,100 square feet Properties Sold (Q1 2025) | City | State | Sale Type | Area (at share) | Sale Quarter | | :--- | :---- | :-------- | :-------------- | :----------- | | Braintree | Massachusetts | Entire Parcel | 85,100 sq ft | Q1 |

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2025 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______to _______ Commission File Number 001-37420 SERITAGE GROWTH PROPERTIES (Exact name of registrant as specified in its charter) Maryland 38-3976287 (State of Incorp ...

[Company Overview and Executive Summary](index=1&type=section&id=Company%20Overview%20and%20Executive%20Summary) [CEO Statement and Strategic Progress](index=1&type=section&id=CEO%20Statement%20and%20Strategic%20Progress) The company made significant progress preparing assets for sale, including key leases and zoning, with most expected to enter the market by 2025 - The company has made significant progress in completing its **'Plan of Sale'**, with most assets expected to enter the market in **2025**[2](index=2&type=chunk) - Progress includes significant milestones such as signing key leases, obtaining partnership approvals, and securing zoning[2](index=2&type=chunk) [About Seritage Growth Properties](index=8&type=section&id=About%20Seritage%20Growth%20Properties) Seritage managed diversified retail and mixed-use properties, holding 17 properties totaling 1.7 million sq ft and 274 acres as of December 31, 2024 - Prior to the Plan of Sale, Seritage primarily engaged in the ownership, development, management, sale, and leasing of diversified retail and mixed-use properties[31](index=31&type=chunk) Portfolio Overview as of December 31, 2024 | Category | Number of Properties | Total Leasable Area (million sq ft) | Land Area (acres) | | :--- | :------- | :--------------------------- | :------------- | | Total | 17 | 1.7 | 274 | | Wholly-Owned Properties | 10 | 0.9 | 166 | | Unconsolidated Entities | 7 | 0.8 | 108 | [Financial Performance Highlights](index=1&type=section&id=Financial%20Performance%20Highlights) [Full Year and Q4 2024 Financial Results](index=1&type=section&id=Full%20Year%20and%20Q4%202024%20Financial%20Results) For FY2024, the company reported a net loss of $158.4 million attributable to common stockholders, while Q4 saw a net loss of $12.6 million FY2024 Key Financial Metrics (as of December 31, Units: $ million) | Metric | 2024 (FY) | 2023 (FY) | YoY Change | | :------------------------------------------ | :------------ | :------------ | :------- | | Net Loss Attributable to Common Stockholders | (158.4) | (159.8) | 1.4 | | Net Loss Per Share Attributable to Common Stockholders ($) | (2.82) | (2.85) | 0.03 | | NOI-cash basis at share | 2.6 | 8.6 | (6.0) | Q4 2024 Key Financial Metrics (as of December 31, Units: $ million) | Metric | Q4 2024 | Q4 2023 | YoY Change | | :------------------------------------------ | :------------- | :------------- | :------- | | Net Loss Attributable to Common Stockholders | (12.6) | 4.7 | (17.3) | | Net Loss Per Share Attributable to Common Stockholders ($) | (0.22) | 0.08 | (0.30) | | NOI-cash basis at share | 3.5 | 1.4 | 2.1 | [Liquidity and Capital Resources](index=1&type=section&id=Liquidity%20and%20Capital%20Resources) The company's cash on hand increased to $107 million by March 28, 2025, following a $120 million term loan repayment in 2024 Cash on Hand | Date | Cash on Hand (including restricted cash) | | :--- | :------------------------------------ | | December 31, 2024 | $97.7 million | | March 28, 2025 | $107 million | - The company repaid **$120 million** of term loan principal in 2024, reducing the term loan balance to **$240 million** as of December 31, 2024[4](index=4&type=chunk) - An extension option for the term loan was obtained, which if exercised, could extend the maturity date to **July 31, 2026**[4](index=4&type=chunk) - In 2024, the company invested **$27.5 million** in its consolidated properties and **$9.3 million** in its unconsolidated entities[4](index=4&type=chunk) [Explanation of Non-GAAP Financial Measures](index=6&type=section&id=Non-GAAP%20Financial%20Measures%20Explanation) Non-GAAP metrics like NOI-cash basis and NOI-cash basis at share are used to provide property-level operational insights, excluding non-cash items - NOI-cash basis is defined as property operating revenue less property operating expenses, adjusted for variable items like termination fee income and non-cash items such as straight-line rent and amortization of lease intangibles[26](index=26&type=chunk) - NOI-cash basis at share includes the company's proportional share in unconsolidated properties to provide insight into overall financial performance[27](index=27&type=chunk) - These non-GAAP measures are not substitutes for GAAP cash flow or net income, nor do they indicate cash available for all needs or liquidity[25](index=25&type=chunk)[29](index=29&type=chunk) [Asset Sales and Portfolio Management](index=1&type=section&id=Asset%20Sales%20and%20Portfolio%20Management) [Q4 2024 Sale Highlights](index=1&type=section&id=Q4%202024%20Sale%20Highlights) In Q4 2024, the company generated $50.8 million from selling three vacant assets and $11 million from monetizing unconsolidated entity interests Q4 2024 Sale Proceeds | Source | Total Proceeds | | :--- | :------------- | | Sale of vacant/non-income producing assets | $50.8 million | | Monetization of unconsolidated entity interests | $11 million | | Income-producing asset sold after December 31, 2024 | $29.9 million | - The sale of three vacant/non-income producing assets generated **$92.87 per square foot** and eliminated **$1.2 million** in carrying costs[4](index=4&type=chunk) Q4 2024 Property Sales Overview | City | State | Sale Type | Gross Area (share, sq ft) | | :--- | :---- | :------- | :----------------------- | | Doral | FL | Full Parcel | 195,600 | | Ft. Meyer | FL | Full Parcel | 146,800 | | Plantation | FL | Full Parcel | 204,000 | | Frisco | TX | Full Parcel | 87,500 | | Nanuet | NY | Full Parcel | 110,700 | [Future Sales Projections](index=2&type=section&id=Future%20Sales%20Projections) Most assets are projected to enter the market in 2025, with one consolidated joint venture property under contract for $14 million - Most assets, including large development parcels, smaller leased properties, and vacant assets, are expected to enter the market in **2025**[2](index=2&type=chunk)[5](index=5&type=chunk) Contracted/Negotiated Assets (as of March 31, 2025) | Status | Asset Type | Estimated Gross Proceeds | | :--- | :------- | :----------------------- | | Contracted | Consolidated JV Property | $14 million (share: $11.2 million) | | Negotiating | Premier Development Asset | Approx. $70 million (expected long-term closing) | - Future sales projections cover various asset types, with expected sale timelines in 2025 and beyond, ranging from under **$5 million** to **$150-200 million**[5](index=5&type=chunk)[9](index=9&type=chunk) [Portfolio Summary by Planned Usage](index=2&type=section&id=Portfolio%20Summary%20by%20Planned%20Usage) As of December 31, 2024, the company's portfolio is categorized by planned usage, including multi-tenant retail, residential, premier, and non-core assets Property Overview by Planned Usage (as of December 31, 2024) | Planned Usage | Total Properties | Built Area / Land Area | Leased Area (thousand sq ft) | Avg Land Area/Parcel (acres) | | :------------ | :------- | :----------------------- | :--------------------------- | :--------------------------- | | **Consolidated Properties** | | | | | | Multi-Tenant Retail | 3 | 507 thousand sq ft / 63 acres | 335 | 20.9 | | Residential | 2 | 33 thousand sq ft / 19 acres | 33 | 9.5 | | Premier Properties | 4 | 228 thousand sq ft / 69 acres | 182 | 17.2 | | Non-Core Properties | 1 | 134 thousand sq ft / 15 acres | 0 | 14.8 | | **Unconsolidated Properties** | | | | | | Other Entities | 4 | 258 thousand sq ft / 52 acres | 5 | 13.0 | | Premier Properties | 3 | 158 thousand sq ft / 57 acres | 106 | 19.0 | [Leasing Activity](index=3&type=section&id=Leasing%20Activity) [Multi-Tenant Retail Leasing](index=3&type=section&id=Multi-Tenant%20Retail%20Leasing) As of December 31, 2024, multi-tenant retail properties had 335,000 sq ft leased, representing 66.1% occupancy, with a 141,000 sq ft lease executed post-year-end Multi-Tenant Retail Lease Overview (as of December 31, 2024) | Category | Number of Leases | Total Leased Area (thousand sq ft) | % of Total Leasable Area | Annual Base Rent (ABR) ($ thousand) | % of Total ABR | ABR Per Square Foot ($) | | :------- | :------- | :-------------------- | :------------------- | :------------------------ | :------------ | :------------------------------------ | | Existing Retail Leases | 10 | 335.2 | 66.1% | 8,895.0 | 93.1% | 26.54 | | Tenants in Negotiation | 1 | 141.1 | 27.9% | 663.4 | 6.9% | 4.70 | | Total Retail Leases | 11 | 476.3 | 94.0% | 9,558.4 | 100.0% | 20.07 | - A **141,000 sq ft** lease, previously a Q4 2024 letter of intent, was executed after year-end[11](index=11&type=chunk) [Premier Mixed-Use Leasing](index=3&type=section&id=Premier%20Mixed-Use%20Leasing) As of December 31, 2024, premier mixed-use properties had 288,100 sq ft of diversified leases (share basis), representing 63.7% of total leasable area Premier Mixed-Use Property Lease Overview (as of December 31, 2024, Proportional Share) | Category | Number of Leases | Total Leased Area (thousand sq ft) | % of Total Leasable Area | Annual Base Rent (ABR) ($ thousand) | % of Total ABR | ABR Per Square Foot ($) | | :------- | :------- | :-------------------- | :------------------- | :------------------------ | :------------ | :------------------------------------ | | Existing Retail Leases | 41 | 134.5 | 26.4% | 9,614.6 | 57.3% | 71.48 | | Existing Office Leases | 4 | 108.0 | 28.0% | 6,936.9 | 41.4% | 63.35 | | Signed Not Yet Commenced Retail Leases | 11 | 45.6 | 8.3% | 3,577.0 | 21.3% | 78.44 | | Total Diversified Leases as of December 31, 2024 | 56 | 288.1 | 63.7% | 16,769.6 | 100.0% | 58.21 | [Aventura Project Leasing](index=3&type=section&id=Aventura%20Project%20Leasing) The Aventura project achieved 78.7% leased occupancy by December 31, 2024, with 216,000 sq ft of office and retail leasing activity in Q4 2024 - The Aventura project was **78.7% leased** as of December 31, 2024, with **216,000 sq ft** of office and retail leasing activity in Q4 2024[14](index=14&type=chunk) - **46,000 sq ft (21.3%)** remains available for lease, with approximately **17,000 sq ft (8.0%)** currently in lease negotiations[14](index=14&type=chunk) [Corporate and Market Developments](index=4&type=section&id=Corporate%20and%20Market%20Developments) [Strategic Review and Plan of Sale](index=6&type=section&id=Strategic%20Review%20and%20Plan%20of%20Sale) Shareholders approved the company's Plan of Sale in October 2022, and the strategic review continues, exploring value-maximizing alternatives - Shareholders approved the company's Plan of Sale on **October 24, 2022**[21](index=21&type=chunk) - The strategic review process is ongoing, and the company remains open to value-maximizing alternatives, including a potential company sale[21](index=21&type=chunk) [Leadership Transition](index=6&type=section&id=Leadership%20Transition) Andrea L. Olshan will resign as CEO, President, and board member effective April 11, 2025, with Adam Metz appointed Interim CEO - Andrea L. Olshan will resign as Chief Executive Officer, President, and Board member effective **April 11, 2025**[22](index=22&type=chunk) - Board Chairman Adam Metz has been appointed Interim Chief Executive Officer, effective **April 11, 2025**, and will continue as Chairman of the Board[22](index=22&type=chunk) - Mitchell Sabshon has been appointed Lead Independent Director, effective **April 11, 2025**[22](index=22&type=chunk) [Market Conditions Update](index=6&type=section&id=Market%20Conditions%20Update) Challenging commercial real estate market conditions are causing downward pricing pressure on assets, potentially impacting sale proceeds and shareholder distributions - The commercial real estate market continues to face challenging conditions, leading to downward pricing pressure on all company assets[23](index=23&type=chunk) - The company considers buyer universe, macroeconomic conditions, financing availability and cost, and operating capital expenditures in its asset transaction decisions[23](index=23&type=chunk) - If challenging market conditions persist, they are expected to impact the proceeds from the Plan of Sale and the timing and amount of distributions to stockholders[23](index=23&type=chunk) [Litigation Matters](index=4&type=section&id=Litigation%20Matters) The company faces a class action lawsuit alleging federal securities law violations regarding internal controls and property valuations, plus two derivative lawsuits - The company faces a class action lawsuit alleging violations of federal securities laws for false, misleading, or omitted disclosures regarding internal controls and real estate asset valuations between **July 7, 2022, and May 10, 2024**[17](index=17&type=chunk) - Two derivative lawsuits allege breaches of fiduciary duty by the company's CEO, CFO, and current and former board members, raising similar claims to the class action[17](index=17&type=chunk) - The company intends to vigorously defend itself against the allegations in these lawsuits[17](index=17&type=chunk) [Dividends Declared](index=4&type=section&id=Dividends%20Declared) Seritage Growth Properties consistently declared a preferred stock dividend of $0.4375 per share of Series A Preferred Stock throughout 2024 and Q1 2025 - The company consistently declared a preferred stock dividend of **$0.4375 per share** of Series A Preferred Stock throughout **2024 and Q1 2025**[18](index=18&type=chunk)[19](index=19&type=chunk)[20](index=20&type=chunk) Preferred Stock Dividend Payment Dates | Declaration Date | Payment Date | Record Date | Dividend Per Share | | :--------------- | :----------- | :---------- | :----------------- | | February 29, 2024 | April 15, 2024 | March 29, 2024 | $0.4375 | | May 2, 2024 | July 15, 2024 | June 28, 2024 | $0.4375 | | July 31, 2024 | October 15, 2024 | September 30, 2024 | $0.4375 | | October 28, 2024 | January 15, 2025 | December 31, 2024 | $0.4375 | | February 26, 2025 | April 15, 2025 | March 31, 2025 | $0.4375 | [Consolidated Financial Statements](index=9&type=section&id=Consolidated%20Financial%20Statements) [Consolidated Balance Sheets](index=9&type=section&id=Consolidated%20Balance%20Sheets) As of December 31, 2024, total assets decreased to $677.8 million, with net real estate investments at $358.6 million and term loan balance at $240 million Consolidated Balance Sheet Highlights (as of December 31, Units: $ thousand) | Item | 2024 | 2023 | YoY Change | | :-------------------------- | :------- | :------- | :------- | | Total Assets | 677,774 | 973,864 | (296,090) | | Real Estate Investments, Net | 358,634 | 546,342 | (187,708) | | Investments in Unconsolidated Entities | 189,699 | 196,437 | (6,738) | | Cash and Cash Equivalents | 85,206 | 134,001 | (48,795) | | Term Loan | 240,000 | 360,000 | (120,000) | | Total Liabilities | 271,971 | 410,700 | (138,729) | | Total Stockholders' Equity | 404,456 | 561,990 | (157,534) | [Consolidated Statements of Operations](index=10&type=section&id=Consolidated%20Statements%20of%20Operations) For FY2024, total revenue was $17.6 million, with total expenses at $69.1 million, resulting in a net loss of $158.4 million attributable to common stockholders Consolidated Statements of Operations Highlights (as of December 31, Units: $ thousand) | Item | 2024 | 2023 | YoY Change | | :------------------------------------------ | :------- | :------- | :------- | | Total Revenue | 17,622 | 20,779 | (3,157) | | Total Expenses | 69,145 | 87,869 | (18,724) | | Net Gain on Real Estate Sales | 10,678 | 96,214 | (85,536) | | Impairment of Real Estate Assets | (87,536) | (107,043) | 19,507 | | Equity in Net Loss of Unconsolidated Entities | (3,154) | (55,857) | 52,703 | | Interest Expense | (24,972) | (44,571) | 19,599 | | Net Loss Attributable to Common Stockholders | (158,436) | (159,811) | 1,375 | | Net Loss Per Share Attributable to Common Stockholders ($) | (2.82) | (2.85) | 0.03 | [Reconciliation of Net Loss to NOI-cash basis](index=11&type=section&id=Reconciliation%20of%20Net%20Loss%20to%20NOI-cash%20basis) For FY2024, NOI-cash basis was negative $2.1 million, and NOI-cash basis at share was $2.6 million, both lower than 2023 due to adjustments and unconsolidated entity performance Reconciliation of Net Loss to NOI-cash basis (as of December 31, Units: $ thousand) | Item | 2024 | 2023 | YoY Change | | :------------------------------------------ | :------- | :------- | :------- | | Net Loss | (153,536) | (154,911) | 1,375 | | Adjustments (e.g., Depreciation & Amortization, G&A, Impairment, Interest Expense) | 151,423 | 159,611 | (8,188) | | NOI-cash basis | (2,113) | 4,700 | (6,813) | | NOI from Unconsolidated Entities | 5,315 | 8,384 | (3,069) | | NOI-cash basis at share | 2,588 | 8,600 | (6,012) | [Forward-Looking Statements](index=8&type=section&id=Forward-Looking%20Statements) [Forward-Looking Statements](index=8&type=section&id=Forward-Looking%20Statements) This document contains forward-looking statements regarding future plans and strategies, subject to various risks and uncertainties that may cause actual results to differ materially - Forward-looking statements involve projections about future plans, strategies, and anticipated events, subject to known and unknown risks, uncertainties, assumptions, and contingencies[30](index=30&type=chunk) - Factors that could cause actual results to differ materially include: declines in retail, real estate, and general economic conditions; risks related to redevelopment activities; contingencies in lease commencements; company debt terms; failure to achieve expected occupancy and/or rent levels; impact of continued negative operating cash flow on funding operations and development; ability to obtain sufficient financing; environmental, health, safety, and land use laws; and potential acts of war, terrorism, or cybersecurity incidents[30](index=30&type=chunk) - The company undertakes no obligation to update or revise these forward-looking statements, except as required by law[30](index=30&type=chunk)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 Commission file number 001-37420 SERITAGE GROWTH PROPERTIES (Exact name of registrant as specified in its charter) (State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.) 500 Fifth Avenue, Suite 1530, New York, New York 10110 (Address of principal executi ...

Core Viewpoint - Bragar Eagel & Squire, P.C. is investigating potential claims against Seritage Growth Properties due to allegations of fiduciary duty breaches by the board of directors following a class action complaint filed on July 1, 2024, covering a class period from July 7, 2022, to May 10, 2024 [1] Financial Reporting Issues - On August 14, 2023, Seritage disclosed a "material weakness" in its internal control over financial reporting, specifically regarding the identification of impairment indicators for real estate investments, leading to a stock price drop of $0.86, or 9.67%, closing at $8.03 on August 15, 2023 [2] - On May 10, 2024, Seritage announced a reduction in the gross value of its asset portfolio by at least $325 million, resulting in a stock price decline of $2.54, or 27.3%, closing at $6.78 on May 13, 2024 [3] Class Action Allegations - The class action complaint alleges that Seritage's management made materially false and misleading statements and failed to disclose significant adverse facts about the company's operations, including ineffective internal controls and overstated asset values [4]

NEW YORK, Aug. 29, 2024 /PRNewswire/ -- The Gross Law Firm issues the following notice to shareholders of Seritage Growth Properties (NYSE: SRG). Shareholders who purchased shares of SRG during the class period listed are encouraged to contact the firm regarding possible lead plaintiff appointment. Appointment as lead plaintiff is not required to partake in any recovery. CONTACT US HERE: https://securitiesclasslaw.com/securities/seritage-loss-submission-form/?id=98709&from=4 CLASS PERIOD: July 7, 2022 to Ma ...