Seritage Growth Properties (SRG)

Seritage Growth Properties Reports First Quarter 2026 Operating ResultsMay 15, 2026 6:05 AM
Business Wire Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties today reported financial and operating results for the three months ended March 31, 2026. "We continue to advance discussions to refinance our remaining $50 million of corporate debt that matures at the end of July. We are furthering our exploration of the possibility of a strategic transaction while we simultaneously continue our efforts to monetize our remaining assets pursuant to our plan of sale,” said Adam Metz, CEO & President. Q1 Sale Highlights: Received a distribution of $5.7 million from an unconsolidated entity as a result of the sale of a portion of the underlying property. Subsequent to March 31, 2026, generated $11.0 million in gross proceeds from the sale of one vacant/non-income producing asset. Financial Highlights: For the three months ended March 31, 2026: As of March 31, 2026, the Company had cash on hand of $58.8 million, including $14.3 million of restricted cash. As of May 14, 2026, the Company has cash on hand of $63.2 million, including $14.4 million of restricted cash. The Company invested $0.1 million in its consolidated properties and invested $2.4 million in its unconsolidated properties. The Company received distributions of $7.4 million from its unconsolidated properties. The Company recognized impairment charges of $15.2 million on one of its consolidated properties. The Company recorded an other-than-temporary impairment loss of $5.2 million on one of its unconsolidated entities. Net loss attributable to common shareholders of ($31.3) million, or ($0.56) per share. Portfolio The table below represents a summary of the Company’s properties as of March 31, 2026 (in thousands except number of leases and acreage data): Planned Usage   Total   Built SF / Acreage (1)   Leased SF (1)(2)     % Leased   Avg. Acreage / Site   Consolidated                         Multi-Tenant Retail   1   209 sf / 14 acres     175     83.6%     14.1   Residential (3)   2   33 sf / 19 acres     12     36.7%     9.5   Premier   2   8 sf / 38 acres     8     100.0%     18.6   Unconsolidated                         Other Joint Ventures   2   93 sf / 28 acres     5     5.1%     14.2   Premier   3   158 sf / 55 acres     106     67.4%     18.2     (1) Square footage and acreage are presented at the Company’s proportional share. (2) Based on signed leases at March 31, 2026. (3) Square footage represents built ancillary retail space whereas acreage represents both retail and residential acreage. Retail and residential are counted separately. Financial Summary The table below provides a summary of the Company’s financial results for the three months ended March 31, 2026:     Three Months Ended         March 31, 2026     March 31, 2025     Net loss attributable to Seritage common shareholders   $ (31,543 )   $ (23,427 )   Net loss per share attributable to Seritage common shareholders     (0.56 )     (0.42 )   As of March 31, 2026, the Company had cash on hand of $58.8 million, including $14.3 million of restricted cash. Subsequent to the three months ended March 31, 2026, the Company sold one of its consolidated properties for aggregate gross proceeds of $11.0 million. The Company does not currently have any assets under contract with closings that are deemed probable. Our existing cash on hand will not allow the Company to fund its operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”) because the term loan facility, which matures on July 31, 2026, is presently a current Obligation. This uncertainty raises substantial doubt about the Company’s ability to continue as a going concern. For more information on our liquidity position, including our going concern analysis, please see the notes to the consolidated financial statements included in Part I, Item 1 and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Quarterly Report on Form 10-Q. Litigation Matters On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned Zhengxu He, Trustee of the He & Fang 2005 Revocable Living Trust v. Seritage Growth Properties, Case No. 1:24:CV:05007, alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws (the “Securities Action”). The complaint seeks to bring a class action on behalf of all persons and entities that purchased or otherwise acquired Company securities between July 7, 2022 and May 10, 2024. The complaint alleges that the defendants violated federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. On or around January 15, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned Paul Sidhu v. Seritage Growth Properties, Case No. 1:25-cv-00152 (the “Sidhu Derivative Action”). On or around January 20, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned James Wallen v. Seritage Growth Properties, Case No. 1:25-cv-00190 (the “Wallen Derivative Action”). On or around May 8, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the Southern District of New York, captioned Derrick Cheroti v. Seritage Growth Properties, Case No. 1:25-vc-00152 (the “Cheroti Derivative Action”). The derivative actions allege the same or similar claimed acts and omissions underlying the Securities Action, assert breach of fiduciary duty and other claims against the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and current and former members of the Company’s Board of Trustees, and name the Company as a nominal defendant. The complaint in each of the derivative actions seeks compensatory damages in an unspecified amount to be proven at trial, an order directing the Company and the individual defendants to reform and improve the Company’s corporate governance and internal procedures, restitution from the individual defendants, an award of costs and expenses to the plaintiff and reasonable attorneys’ and experts’ fees, costs, and expenses, and such other and further relief as the court may deem just and proper. The complaint in the Cheroti Derivative Action also seeks an award of punitive damages, an order directing the individual defendants to account for all damages caused by them and all profits and special benefits and unjust enrichment obtained, and the imposition of a constructive trust. On September 2, 2025, the court in the Cheroti Derivative Action stayed the Cheroti Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. On November 5, 2025, the court in the District of Maryland proceedings consolidated the Sidhu Derivative Action and the Wallen Derivative Action (the “Consolidated Derivative Action”) and appointed lead counsel. On November 12, 2025, the court in the Consolidated Derivative Action stayed the Consolidated Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. The Company intends to vigorously defend itself against the allegations in these lawsuits. Dividends The Company's Board of Trustees has declared the following dividends on the preferred shares during 2026:             Series A   Declaration Date   Record Date   Payment Date   Preferred Share   2026               April 20   June 30   July 15   $ 0.43750   February 25   March 31   April 15     0.43750   Strategic Review At the 2022 Annual Meeting of Shareholders on October 24, 2022, Seritage shareholders approved the Company’s Plan of Sale. The strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open-minded to pursuing value-maximizing alternatives, including a potential sale of the Company. There can be no assurance regarding the success of the process. Market Update The Company continues to face challenging market conditions, such as elevated interest rates and the availability of debt and equity capital, and it continues to assess other potential macroeconomic impacts including supply chain issues, international conflicts associated with tariffs, potential labor issues, and uncertainty caused by wars and the impacts thereof. While interest rates have started to decline, they remain high relative to interest rates in 2022. Additionally, raising equity capital for land development deals remains challenging. These conditions could apply downward pricing pressures on our remaining assets. In making decisions regarding whether and when to transact on each of the Company’s remaining assets, the Company considers various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions including the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will continue to adversely impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders. Forward-Looking Statements This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “pro forma,” “believes,” “estimates,” “predicts,” “potential,” "will," "approximately," or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; risks relating to redevelopment activities and disposition of properties; the process and results of the Company’s review of strategic alternatives and our Plan of Sale; to contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; competition and related challenges in the real estate and retail industries and the ability of the Company’s top tenants to successfully operate their businesses; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; environmental, health, safety and land use laws and regulations; and possible acts of war, terrorist activity or other acts of violence or cybersecurity incidents. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2025 and any subsequent Form 10-Qs. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law. About Seritage Growth Properties Prior to the adoption of the Company’s Plan of Sale, Seritage was principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of March 31, 2026, the Company’s portfolio consisted of interests in 10 properties comprised of approximately 0.8 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 154 acres of land. The portfolio encompasses five consolidated properties consisting of approximately 0.3 million square feet of GLA and 71 acres (such properties, the “Consolidated Properties”) and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 83 acres (such properties, the “Unconsolidated Properties”). SERITAGE GROWTH PROPERTIES CONSOLIDATED BALANCE SHEETS (In thousands, except share and per share amounts) (Unaudited)       March 31, 2026     December 31, 2025   ASSETS             Investment in real estate             Land   $ 20,808     $ 25,406   Buildings and improvements     124,538       134,946   Accumulated depreciation     (15,278 )     (14,908 )       130,068       145,444   Construction in progress     629       629   Net investment in real estate     130,697       146,073   Real estate held for sale     8,953       8,692   Investment in unconsolidated entities     144,102       156,242   Cash and cash equivalents     44,499       48,088   Restricted cash     14,315       14,197   Tenant and other receivables, net     3,750       3,665   Lease intangible assets, net     168       171   Prepaid expenses, deferred expenses and other assets, net     14,682       16,651   Total assets (1)   $ 361,166     $ 393,779                 LIABILITIES AND SHAREHOLDERS' EQUITY             Liabilities             Term loan facility, net   $ 48,663     $ 47,677   Accounts payable, accrued expenses and other liabilities     11,192       13,302   Total liabilities (1)     59,855       60,979                 Commitments and Contingencies (Note 9)                           Shareholders' Equity             Class A common shares $0.01 par value; 100,000,000 shares authorized; 56,324,607 shares issued and outstanding as of March 31, 2026 and December 31, 2025     562       562   Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of March 31, 2026 and December 31, 2025; liquidation preference of $70,000     28       28   Additional paid-in capital     1,362,719       1,362,719   Accumulated deficit     (1,063,436 )     (1,031,893 ) Total shareholders' equity     299,873       331,416   Non-controlling interests     1,438       1,384   Total equity     301,311       332,800   Total liabilities and equity   $ 361,166     $ 393,779     (1) The Company's condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The condensed consolidated balance sheets, as of March 31, 2026, include the following amounts related to our consolidated VIEs: $9.0 million included in real estate held for sale, $60.7 thousand of cash and $9.5 thousand of tenant and other receivables and $116.7 thousand of accounts payable, accrued expenses and other liabilities. The consolidated balance sheets, as of December 31, 2025, include the following amounts related to our consolidated VIEs: $8.7 million included in real estate held for sale, $9.9 thousand of cash, $9.5 thousand of tenant and other receivables and $74.5 thousand of accounts payable, accrued expenses and other liabilities.   SERITAGE GROWTH PROPERTIES CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited)       For the Three Months
Ended March 31,       2026     2025   REVENUE             Rental income   $ 1,909     $ 4,457   Management and other fee income     141       142   Total revenue     2,050       4,599   EXPENSES             Property operating     1,461       2,908   Real estate taxes     333       953   Depreciation and amortization     400       2,075   General and administrative     5,292       15,693   Total expenses     7,486       21,629   Gain on sale of real estate, net     -       6,936   Impairment of real estate assets     (15,183 )     -   Equity in loss of unconsolidated entities     (7,167 )     (7,928 ) Interest and other income (expense), net     371       860   Interest expense     (2,903 )     (5,230 ) Loss before income taxes     (30,318 )     (22,392 ) Benefit from income taxes     -       190   Net loss     (30,318 )     (22,202 ) Preferred dividends     (1,225 )     (1,225 ) Net loss attributable to Seritage common shareholders   $ (31,543 )   $ (23,427 )               Net loss per share attributable to Seritage Class A common shareholders - Basic   $ (0.56 )   $ (0.42 ) Net loss per share attributable to Seritage Class A common shareholders - Diluted   $ (0.56 )   $ (0.42 ) Weighted-average Class A common shares outstanding - Basic     56,324       56,283   Weighted-average Class A common shares outstanding - Diluted     56,324       56,283   Properties sold during the three months ended March 31, 2026:             Total     2026 Qtr   City   State   Full / Partial Sale   Built SF (1)     Sold   Alexandria VA   Partial Site     -     Q1     View source version on businesswire.com: https://www.businesswire.com/news/home/20260513397854/en/ Seritage Growth Properties
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IR@Seritage.com Original: Seritage Growth Properties Reports First Quarter 2026 Operating Results

Seritage Growth Properties Reports Fourth Quarter and Full Year 2025 Operating ResultsMarch 31, 2026 4:43 PM
Business Wire
Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties today reported financial and operating results for the three months and year ended December 31, 2025.


"In 2025, we continued to execute our plan of sale. We generated total gross proceeds of $230.7 million and repaid $190.0 million of debt, leaving a balance of $50.0 million on our term loan facility. As we look ahead in 2026, the team is focused on continuing to execute on the monetization of our remaining assets, many of which are currently in the market. In addition, we are pursuing several different financing alternatives to address our upcoming term loan facility maturity and we are also continuing to explore the possibility of a strategic transaction now that we have a simplified portfolio,” said Adam Metz, CEO & President.


Q4 Sale Highlights:



Generated $10.5 million of gross proceeds from the sale of one vacant/non-income producing asset eliminating $0.1 million of carrying costs.



Generated $28.5 million of gross proceeds from the sale of one income producing asset reflecting a 7.4% capitalization rate.



Generated $131.0 million of gross proceeds from the sale of one non-stabilized premier income producing property.



Subsequent to December 31, 2025, the Company received a distribution of $5.7 million from an unconsolidated entity as a result of the sale of a portion of the underlying property.



As of March 31, 2026, the Company has one asset under contract to sell for anticipated gross proceeds of $11.0 million before applicable credits and costs, subject to customary due diligence and customary closing conditions.



Financial Highlights:


For the three and twelve months ended December 31, 2025:



As of December 31, 2025, the Company had cash on hand of $62.3 million, including $14.2 million of restricted cash. As of March 31, 2026, the Company has cash on hand of $59.1 million, including $14.3 million of restricted cash.



During the three and twelve months ended December 31, 2025, the Company invested $4.5 million and $26.3 million, respectively, in its consolidated properties primarily related to tenant leasing costs and invested $0.1 million and $0.5 million, respectively, in its unconsolidated properties.



During the three and twelve months ended December 31, 2025, the Company received distributions of $1.7 million and $11.3 million, respectively, from its unconsolidated properties.



During the three months ended December 31, 2025, the Company made $150.0 million in principal repayments on the Company's term loan facility. For the year, the Company made $190.0 million in principal repayments on its term loan facility, reducing the outstanding principal balance to $50.0 million at December 31, 2025.



The Company recognized impairment charges of $18.8 million on its consolidated properties for the twelve months ended December 31, 2025.



During the three months ended December 31, 2025, the Company recorded its proportional share of an impairment charge, adjusted to reflect the impact of basis differences, of $7.1 million from one of its unconsolidated entities. During the twelve months ended December 31, 2025, the Company recorded an other-than-temporary impairment of $8.5 million on one of its unconsolidated entities.



Net loss attributable to common shareholders of ($6.3) million, or ($0.11) per share and ($73.1) million, or ($1.30) per share for the three and twelve months ended December 31, 2025, respectively.



Portfolio


The table below represents a summary of the Company’s properties as of December 31, 2025 (in thousands except number of leases and acreage data):




 






 






Total






 






 






Built SF / Acreage (1)






 






Leased SF (2) (3)






 






 






% Leased






 






 






Avg. Acreage / Site






 








Consolidated






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Multi-Tenant Retail






 






1






 






 






209 sf / 14 acres






 






175






 






 






83.6






%






 






14.1






 








Residential (3)






 






2






 






 






33 sf / 19 acres






 






12






 






 






36.7






%






 






9.5






 








Premier






 






2






 






 






8 sf / 38 acres






 






8






 






 






100.0






%






 






18.6






 








Unconsolidated






 






 






 






 






 






 






 






 






 






 






 






 






 






 








Other Entities






 






2






 






 






93 sf / 28 acres






 






5






 






 






5.1






%






 






14.2






 








Premier






 






3






 






 






158 sf / 57 acres






 






105






 






 






98.9






%






 






19.0






 









(1) Square footage and acreage are presented at the Company’s proportional share.








(2) Based on signed leases at December 31, 2025.








(3) Square footage represents built ancillary retail space whereas acreage represents both retail and residential acreage. Retail and residential are counted separately.







Financial Summary


The table below provides a summary of the Company’s financial results for the three months and year ended December 31, 2025:




(in thousands except per share amounts)






 






Three Months Ended






 






 






Year Ended






 








 






 






December 31, 2025






 






 






December 31, 2024






 






 






December 31, 2025






 






 






December 31, 2024






 








Net loss attributable to Seritage

common shareholders






 






$






(6,310






)






 






$






(12,576






)






 






$






(73,115






)






 






$






(158,436






)








Net loss per share attributable to Seritage

common shareholders






 






 






(0.11






)






 






 






(0.22






)






 






 






(1.30






)






 






 






(2.82






)







As of December 31, 2025, the Company had cash on hand of $62.3 million, including $14.2 million of restricted cash. Subsequent to the year ended December 31, 2025, the Company sold an interest in an unconsolidated property and received a distribution of $5.7 million. As of March 30, 2026 there is one consolidated property under contract to sell for aggregate gross proceeds of $11.0 million. The anticipated proceeds from the sales of assets under contract with closings that are deemed probable and existing cash on hand will not allow the Company to fund its operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”) because the term loan facility, which matures on July 31, 2026, is presently a current Obligation. This uncertainty raises substantial doubt about the Company’s ability to continue as a going concern. For more information on our liquidity position, including our going concern analysis, please see the notes to the consolidated financial statements included in Part II, Item 7 and in the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” each in our Annual Report on Form 10-K.


Litigation Matters


On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned Zhengxu He, Trustee of the He & Fang 2005 Revocable Living Trust v. Seritage Growth Properties, Case No. 1:24:CV:05007, alleging that the Company, the Company’s Chief Executive Officer, and the Company’s Chief Financial Officer violated the federal securities laws (the “Securities Action”). The complaint seeks to bring a class action on behalf of all persons and entities that purchased or otherwise acquired Company securities between July 7, 2022 and May 10, 2024. The complaint alleges that the defendants violated federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company’s alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company’s value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. On or around January 15, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned Paul Sidhu v. Seritage Growth Properties, Case No. 1:25-cv-00152 (the “Sidhu Derivative Action”). On or around January 20, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned James Wallen v. Seritage Growth Properties, Case No. 1:25-cv-00190 (the “Wallen Derivative Action”). On or around May 8, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the Southern District of New York, captioned Derrick Cheroti v. Seritage Growth Properties, Case No. 1:25-vc-00152 (the “Cheroti Derivative Action”). The derivative actions allege the same or similar claimed acts and omissions underlying the Securities Action, assert breach of fiduciary duty and other claims against the Company’s Chief Executive Officer, the Company’s Chief Financial Officer, and current and former members of the Company’s Board of Trustees, and name the Company as a nominal defendant. The complaint in each of the derivative actions seeks compensatory damages in an unspecified amount to be proven at trial, an order directing the Company and the individual defendants to reform and improve the Company’s corporate governance and internal procedures, restitution from the individual defendants, an award of costs and expenses to the plaintiff and reasonable attorneys’ and experts’ fees, costs, and expenses, and such other and further relief as the court may deem just and proper. The complaint in the Cheroti Derivative Action also seeks an award of punitive damages, an order directing the individual defendants to account for all damages caused by them and all profits and special benefits and unjust enrichment obtained, and the imposition of a constructive trust. On September 2, 2025, the court in the Cheroti Derivative Action stayed the Cheroti Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. On November 5, 2025, the court in the District of Maryland proceedings consolidated the Sidhu Derivative Action and the Wallen Derivative Action (the “Consolidated Derivative Action”) and appointed lead counsel. On November 12, 2025, the court in the Consolidated Derivative Action stayed the Consolidated Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. The Company intends to vigorously defend itself against the allegations in these lawsuits.


Dividends


The Company's Board of Trustees has declared the following dividends on the preferred shares during 2026 and 2025:




 






 






 






 






 






 






Series A






 








Declaration Date






 






Record Date






 






Payment Date






 






Preferred Share






 








2026






 






 






 






 






 






 






 








February 25






 






March 31






 






April 15






 






$






0.43750






 








2025






 






 






 






 






 






 






 








October 29






 






December 31






 






January 15, 2026






 






$






0.43750






 








July 23






 






September 30






 






October 15






 






 






0.43750






 








May 8






 






June 30






 






July 15






 






 






0.43750






 








February 26






 






March 31






 






April 15






 






 






0.43750






 







Strategic Review


At the 2022 Annual Meeting of Shareholders on October 24, 2022, Seritage shareholders approved the Company’s Plan of Sale. The strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open-minded to pursuing value-maximizing alternatives, including a potential sale of the Company. There can be no assurance regarding the success of the process.


Market Update


The Company continues to face challenging market conditions, such as elevated interest rates and the availability of debt and equity capital, and it continues to assess other potential macroeconomic impacts including supply chain issues, international conflicts associated with tariffs, potential labor issues, and uncertainty caused by wars. While interest rates have started to decline, they remain high relative to interest rates in 2022. Additionally, raising equity capital for land development deals remains challenging. These conditions could apply downward pricing pressures on our remaining assets. In making decisions regarding whether and when to transact on each of the Company’s remaining assets, the Company considers various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions including the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will continue to adversely impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders.


Forward-Looking Statements


This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “pro forma,” “believes,” “estimates,” “predicts,” “potential,” "will," "approximately," or "anticipates" or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; risks relating to redevelopment activities and disposition of properties; the process and results of the Company’s review of strategic alternatives and our Plan of Sale; to contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; competition and related challenges in the real estate and retail industries and the ability of the Company’s top tenants to successfully operate their businesses; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; environmental, health, safety and land use laws and regulations; and possible acts of war, terrorist activity or other acts of violence or cybersecurity incidents. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission, including the Company’s annual report on Form 10-K for the year ended December 31, 2025 and any subsequent Form 10-Qs. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.


About Seritage Growth Properties


Prior to the adoption of the Company’s Plan of Sale, Seritage was principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of December 31, 2025, the Company’s portfolio consisted of interests in 10 properties comprised of approximately 0.8 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 156 acres of land. The portfolio encompasses five consolidated properties consisting of approximately 0.3 million square feet of GLA and 71 acres (such properties, the “Consolidated Properties”) and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 85 acres (such properties, the “Unconsolidated Properties”).




SERITAGE GROWTH PROPERTIES








CONSOLIDATED BALANCE SHEETS








(In thousands, except share and per share amounts)








(Unaudited)







 



 






 






December 31, 2025






 






 






December 31, 2024






 








ASSETS






 






 






 






 






 






 








Investment in real estate






 






 






 






 






 






 








Land






 






$






25,406






 






 






$






65,009






 








Buildings and improvements






 






 






134,946






 






 






 






239,978






 








Accumulated depreciation






 






 






(14,908






)






 






 






(39,940






)








 






 






 






145,444






 






 






 






265,047






 








Construction in progress






 






 






629






 






 






 






93,587






 








Net investment in real estate






 






 






146,073






 






 






 






358,634






 








Real estate held for sale






 






 






8,692






 






 






 






—






 








Investment in unconsolidated entities






 






 






156,242






 






 






 






189,699






 








Cash and cash equivalents






 






 






48,088






 






 






 






85,206






 








Restricted cash






 






 






14,197






 






 






 






12,503






 








Tenant and other receivables, net






 






 






3,665






 






 






 






7,894






 








Lease intangible assets, net






 






 






171






 






 






 






1,047






 








Prepaid expenses, deferred expenses and other assets, net






 






 






16,651






 






 






 






22,791






 








Total assets (1)






 






$






393,779






 






 






$






677,774






 








 






 






 






 






 






 






 








LIABILITIES AND SHAREHOLDERS' EQUITY






 






 






 






 






 






 








Liabilities






 






 






 






 






 






 








Term loan facility, net






 






$






47,677






 






 






$






240,000






 








Accounts payable, accrued expenses and other liabilities






 






 






13,302






 






 






 






31,971






 








Total liabilities (1)






 






 






60,979






 






 






 






271,971






 








 






 






 






 






 






 






 








Commitments and Contingencies (Note 9)






 






 






 






 






 






 








 






 






 






 






 






 






 








Shareholders' Equity






 






 






 






 






 






 








Class A common shares $0.01 par value; 100,000,000 shares authorized;

56,324,607 and 56,274,466 shares issued and outstanding

as of December 31, 2025 and 2024, respectively






 






 






562






 






 






 






562






 








Series A preferred shares $0.01 par value; 10,000,000 shares authorized;

2,800,000 shares issued and outstanding as of December 31, 2025 and

2024; liquidation preference of $70,000






 






 






28






 






 






 






28






 








Additional paid-in capital






 






 






1,362,719






 






 






 






1,362,644






 








Accumulated deficit






 






 






(1,031,893






)






 






 






(958,778






)








Total shareholders' equity






 






 






331,416






 






 






 






404,456






 








Non-controlling interests






 






 






1,384






 






 






 






1,347






 








Total equity






 






 






332,800






 






 






 






405,803






 








Total liabilities and equity






 






$






393,779






 






 






$






677,774






 









(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheets, as of December 31, 2025, include the following amounts related to our consolidated VIEs: $8.7 million included in real estate held for sale, $9.9 thousand of cash, $9.5 thousand of tenant and other receivables and $74.5 thousand of accounts payable, accrued expenses and other liabilities. The Company's consolidated balance sheets as of December 31, 2024, include the following amounts related to our consolidated VIEs: $3.3 million of land, $2.8 million of building and improvements, $(0.9) million of accumulated depreciation and $3.2 million of other assets included in other line items.









SERITAGE GROWTH PROPERTIES








CONSOLIDATED STATEMENTS OF OPERATIONS








(In thousands, except per share amounts)








(Unaudited)







 



 






 






Year Ended

December 31,








 






 






2025






 






 






2024






 






 








REVENUE






 






 






 






 






 






 






 








Rental income






 






$






17,597






 






 






$






17,055






 






 








Management and other fee income






 






 






607






 






 






 






567






 






 








Total revenue






 






 






18,204






 






 






 






17,622






 






 








EXPENSES






 






 






 






 






 






 






 








Property operating






 






 






13,984






 






 






 






16,339






 






 








Abandoned project costs






 






 






-






 






 






 






5,732






 






 








Real estate taxes






 






 






2,455






 






 






 






3,935






 






 








Depreciation and amortization






 






 






6,282






 






 






 






13,118






 






 








General and administrative






 






 






31,949






 






 






 






30,021






 






 








Total expenses






 






 






54,670






 






 






 






69,145






 






 








Gain on sale of real estate, net






 






 






20,342






 






 






 






10,678






 






 








(Loss) gain on sale of interests in unconsolidated entities






 






 






(1,417






)






 






 






2,042






 






 








Impairment of real estate assets






 






 






(18,800






)






 






 






(87,536






)






 








Equity in loss of unconsolidated entities






 






 






(13,169






)






 






 






(3,154






)






 








Interest and other income (expense), net






 






 






1,568






 






 






 






2,513






 






 








Interest expense






 






 






(20,273






)






 






 






(24,972






)






 








Loss before income taxes






 






 






(68,215






)






 






 






(151,952






)






 








Provision for income taxes






 






 






-






 






 






 






(1,584






)






 








Net loss






 






 






(68,215






)






 






 






(153,536






)






 








Preferred dividends






 






 






(4,900






)






 






 






(4,900






)






 








Net loss attributable to Seritage common shareholders






 






$






(73,115






)






 






$






(158,436






)






 








 






 






 






 






 






 






 






 








Net loss per share attributable to Seritage Class A

common shareholders - Basic






 






$






(1.30






)






 






$






(2.82






)






 








Net loss per share attributable to Seritage Class A

common shareholders - Diluted






 






$






(1.30






)






 






$






(2.82






)






 








Weighted average Class A common shares

outstanding - Basic






 






 






56,314






 






 






 






56,255






 






 








Weighted average Class A common shares

outstanding - Diluted






 






 






56,314






 






 






 






56,255






 






 







Properties sold during the year ended December 31, 2025:




 






 






 






 






 






 






Total






 






 






2025 Qtr






 








City






 






State






 






Full / Partial Sale






 






SF (1)






 






 






Sold






 








Clearwater






 






FL






 






Full Site






 






 






212,900






 






 






Q4






 








Aventura






 






FL






 






Full Site






 






 






216,100






 






 






Q4






 








Panama City






 






FL






 






Full Site






 






 






134,300






 






 






Q4






 








Boca Raton






 






FL






 






Full Site






 






 






4,200






 






 






Q2






 








Barton Creek






 






TX






 






Full Site






 






 






82,300






 






 






Q2






 








Santa Rosa






 






CA






 






Full Site






 






 






82,700






 






 






Q2






 








Braintree






 






MA






 






Full Site






 






 






85,100






 






 






Q1






 









(1) Square footage at share







 

View source version on businesswire.com: https://www.businesswire.com/news/home/20260331455114/en/
Seritage Growth Properties

(212) 355-7800

IR@Seritage.com


Original: Seritage Growth Properties Reports Fourth Quarter and Full Year 2025 Operating Results

Seritage Growth Properties Makes $50 Million Loan Prepayment (4/24/24)

NEW YORK--(BUSINESS WIRE)--Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties, today announced that between April 23, 2024 and April 24, 2024, the Company has made voluntary prepayments aggregating $50 million toward its $1.6 billion term loan facility provided by Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”).

With the prepayments, the Company has now repaid a total of $1.32 billion since December 2021 and $280 million of the term loan facility remains outstanding. The current prepayments will reduce Seritage’s total annual interest expense related to the term loan facility by approximately $3.5 million. The cumulative repayments since December 2021 have reduced Seritage’s total annual interest expense related to the term loan facility by approximately $92.4 million.

About Seritage Growth Properties

Seritage is principally engaged in the ownership, development, redevelopment, management and leasing of diversified and mixed-use properties throughout the United States. As of December 31, 2023, the Company’s portfolio consisted of interests in 32 properties comprised of approximately 4.1 million square feet of gross leaseable area (“GLA”) or build-to-suit leased area and 460 acres. The portfolio consists of approximately 2.8 million square feet of GLA and 326 acres held by 23 wholly owned properties and 1.2 million square feet of GLA and 134 acres held by nine unconsolidated entities.

https://www.businesswire.com/news/home/20240424583231/en/

Seritage Growth Properties Makes $30 Million Loan Prepayment (1/30/24)

NEW YORK--(BUSINESS WIRE)--Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties, today announced that on January 30, 2024, the Company made a voluntary prepayment of $30 million toward its $1.6 billion term loan facility provided by Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”).

With the prepayment, the Company has now repaid a total of $1.27 billion since December 2021 and $330 million of the term loan facility remains outstanding. The current prepayment will reduce Seritage’s total annual interest expense related to the term loan facility by approximately $2.1 million. The cumulative repayments since December 2021 have reduced Seritage’s total annual interest expense related to the term loan facility by approximately $88.9 million.

About Seritage Growth Properties

Seritage is principally engaged in the ownership, development, redevelopment, management and leasing of diversified and mixed-use properties throughout the United States. As of September 30, 2023, the Company’s portfolio consisted of interests in 42 properties comprised of approximately 5.6 million square feet of gross leaseable area (“GLA”) or build-to-suit leased area, approximately 126 acres held for or under development until time of sale and approximately 2.9 million square feet of GLA or approximately 259 acres to be disposed of in its current state. The portfolio consists of approximately 4.3 million square feet of GLA held by 33 wholly owned properties and 1.2 million square feet of GLA held by 9 unconsolidated entities.

https://www.businesswire.com/news/home/20240130299556/en/

SRG made $150 million in principal repayments on its term loan facility having a maturity date of July 31, 2025, reducing the balance of the Term Loan Facility to $400 million at September 30, 2023. Subsequent to quarter end, the Company made an additional $40 million principal repayment reducing the balance of the Term Loan Facility to $360 million.

Financial Supplement (11/08/23)

https://s23.q4cdn.com/949579163/files/doc_financials/2023/q3/Supplement-9-30-2023.pdf

Seritage Growth Properties Reports Third Quarter 2023 Operating Results (11/08/23)

https://s23.q4cdn.com/949579163/files/doc_financials/2023/q3/Earnings-Release-9-30-2023-1.pdf