[8-K] Seritage Growth Properties Class A common shares of beneficial interest, par value $0.01 Reports Material Event

Rhea-AI Filing Summary

GT Biopharma (GTBP) filed an 8-K summarizing the results of its 24 Jul 2025 annual meeting. 58.9% of the 3.15 M outstanding shares were represented.

• Board elections: All four director nominees—Michael Breen, Charles Casamento, Hilary Kramer and David C. Mun-Gavin—were re-elected; support ranged 98.8-99.0% of votes cast, with 658.5 k broker non-votes.
• Auditor: Weinberg & Company, P.A. was ratified for FY-25 (96.8% FOR).
• Say-on-pay: Advisory approval of executive compensation passed with 97.3% FOR.
• Nasdaq Rule 5635 share issuance: Shareholders approved the potential issuance of ≥19.99% of common stock related to May 2025 financing agreements (97.3% FOR), enabling conversion of Series L 10% Preferred and exercise of associated warrants.
• Incentive plan: Amendment adding 583,334 shares to the 2022 Omnibus Incentive Plan passed (96.0% FOR).

No earnings data were provided. All proposals passed comfortably, clearing governance and capital-raising hurdles but creating potential dilution if convertible securities and warrants are exercised.

Positive

• Shareholders authorized issuance of ≥19.99% new equity, removing Nasdaq cap and enabling May 2025 financing to proceed.
• All governance items passed with >96% support, indicating strong shareholder confidence and reducing near-term proxy risk.

Negative

• Potential dilution from conversion of Series L preferred and warrant exercises could materially increase share count.
• Shareholder turnout was only 58.9%, reflecting limited retail engagement and possible governance vulnerability.

Insights

Financial Analyst

TL;DR: Routine meeting; all items passed, clearing path for financing but raising dilution risk.

Shareholder backing for the >19.99% issuance is crucial because it removes Nasdaq limits that could have blocked May 2025 financing instruments. This keeps liquidity options open for a cash-constrained biotech, generally constructive for funding pipeline progress. However, full conversion plus warrant exercise would materially expand the float, pressuring per-share metrics. The 583 k-share incentive plan increase is modest (<20% of meeting quorum) but adds incremental dilution. Overall governance support and auditor ratification reduce execution risk, yet investors should monitor timing and pricing of any conversions.

Corporate Governance Expert

TL;DR: Strong approval rates signal shareholder confidence; turnout only 59%.

Directors received ~99% FOR votes, indicating limited opposition activism. Say-on-pay support above 97% suggests executive compensation is not contentious. Still, sub-60% turnout highlights engagement challenges typical of micro-cap issuers. The board now has shareholder authorization to issue significant equity; proper disclosure and timing will be scrutinized to ensure fiduciary alignment. Auditor continuity limits financial statement disruption.

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025

SERITAGE GROWTH PROPERTIES

(Exact name of Registrant as Specified in Its Charter)

Maryland			001-37420	38-3976287
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
500 Fifth Avenue, Suite 1530
New York, New York				10110
(Address of Principal Executive Offices)				(Zip Code)

Registrant’s Telephone Number, Including Area Code: 212 355-7800

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A common shares of beneficial interest, par value $0.01 per share		SRG		New York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share		SRG-PA		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 8.01 Other Events.

On July 23, 2025, the Board of Trustees of Seritage Growth Properties (the "Company") declared a cash dividend of $0.4375 per share of the Company's 7.00% Series A Cumulative Redeemable Preferred Shares. The preferred dividend will be paid on October 15, 2025 to holders of record on September 30, 2025.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

			SERITAGE GROWTH PROPERTIES
Date:	July 24, 2025	By:	/s/ Matthew Fernand
			Matthew Fernand Chief Legal Officer and Corporate Secretary

FAQ

What was approved at GTBP's 2025 annual meeting?

All five proposals—board elections, auditor ratification, say-on-pay, large share issuance authorization and incentive plan amendment—were approved.

How many shares could GTBP issue under the Nasdaq Rule 5635 authorization?

Shareholders approved issuing 19.99% or more of outstanding common stock related to May 2025 financing agreements.

Did shareholders approve GTBP's executive compensation?

Yes. The non-binding say-on-pay resolution received 1,173,577 FOR vs. 20,396 AGAINST.

Who is GTBP's auditor for fiscal 2025?

Weinberg & Company, P.A. was ratified with 1,794,403 FOR votes.

What change was made to GTBP's 2022 Omnibus Incentive Plan?

An additional 583,334 shares were authorized for future awards.

What percentage of outstanding GTBP shares voted at the meeting?

58.93% of the 3,147,995 shares outstanding were represented.