Seritage Growth Properties posts $2.74M Q3 profit

Available on EDGAR 11/13/2026 - 04:52 PM EST Accepted by SEC EDGAR 11/13/2026 - 04:51 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Seritage Growth Properties (SRG) reported third-quarter 2026 results: revenue was $1.635 million, compared with $4.785 million a year earlier, while net income attributable to common shareholders was $2.735 million, versus a $13.647 million loss. For the nine months ended September 30, 2026, revenue was $5.559 million versus $14.037 million, and the common-shareholder net loss was $36.161 million versus $66.805 million.

During the quarter, SRG generated $3.0 million in gross proceeds from selling one vacant, non-income-producing asset and received an $8.9 million distribution from an unconsolidated entity following a partial sale of underlying property. A separate option agreement covers a Dallas vacant, non-income-producing premier asset, with anticipated gross proceeds of $50.8 million before applicable credits and costs. The sale is subject to customary closing conditions, and there is no assurance the buyer will exercise the option.

Cash was $45.4 million as of September 30, including $32.7 million of restricted cash; SRG also reported $10.0 million available under its revolving loan facility. New loan proceeds and cash repaid the prior $50.0 million term-loan balance. The company said challenging market conditions could continue to adversely affect Plan of Sale proceeds and distributions.

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Positive

• Moderate pointNine-month common-shareholder net loss narrowed to $36.161 million from $66.805 million.

Negative

• Moderate pointNine-month revenue fell to $5.559 million from $14.037 million.

Filing Explained

As of November 12, Seritage reported $41.4 million in cash, including $32.7 million restricted, plus $10.0 million of revolver availability.

The release reports a board-declared $0.43750-per-share Series A preferred dividend payable January 15, 2027, setting a scheduled distribution to preferred holders.

Seritage’s release says a purported shareholder’s securities suit names the company, its CEO and CFO, and alleges false or misleading disclosures about impairment controls and property values. It says three derivative suits targeting current or former officers and trustees, with the company named as a nominal defendant, are stayed pending resolution of an anticipated motion to dismiss in the securities case. The complaints seek compensatory damages in unspecified amounts.

8-K Event Classification

2 items: 2.02, 9.01

2 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Figures

Total revenue, three months: $1.635 million Net income attributable to common shareholders, three months: $2.735 million Total revenue, nine months: $5.559 million +5 more

8 metrics

Total revenue, three months $1.635 million Three months ended September 30, 2026; $4.785 million for the same period in 2025.

Net income attributable to common shareholders, three months $2.735 million Three months ended September 30, 2026; a $13.647 million loss for the same period in 2025.

Total revenue, nine months $5.559 million Nine months ended September 30, 2026; $14.037 million for the same period in 2025.

Net loss attributable to common shareholders, nine months $36.161 million loss Nine months ended September 30, 2026; a $66.805 million loss for the same period in 2025.

Impairment of real estate assets $15.183 million Nine months ended September 30, 2026.

Cash on hand $45.4 million, including $32.7 million of restricted cash As of September 30, 2026.

Revolving loan facility availability $10.0 million As of September 30, 2026.

Anticipated gross proceeds from Dallas asset sale $50.8 million Before applicable credits and costs; sale is subject to customary closing conditions and an option agreement.

Key Terms

option purchase and sale agreement, other-than-temporary impairment loss, revolving loan facility, restricted cash, +2 more

6 terms

option purchase and sale agreement technical

"entered into an option purchase and sale agreement"

A legal contract that sets the terms for an option tied to the future purchase or sale of an asset, spelling out who can buy or sell, the price, time window, and any conditions or closing steps. Think of it like a reservation or ticket that gives one party the right (but not always the obligation) to complete a deal later; investors care because such agreements can change future ownership, cash flows, risk exposure, and how a company’s value or share count might evolve.

other-than-temporary impairment loss financial

"recorded an other-than-temporary impairment loss of $5.2 million"

revolving loan facility financial

"availability under its revolving loan facility"

A revolving loan facility is a flexible credit line a company can draw from, repay, and draw again as needed, similar to a business-sized credit card. It matters to investors because it provides short-term cash for operations, acquisitions, or unexpected expenses without issuing new shares, and its size, cost, and terms signal a company’s liquidity, borrowing capacity and financial resilience under stress.

restricted cash financial

"including $32.7 million of restricted cash"

Cash that a company holds but cannot use for day-to-day operations because it is set aside for a specific purpose—such as meeting loan covenants, serving as collateral, funding an escrow, or complying with regulations. Like money in a locked savings account earmarked for a bill, restricted cash reduces the cash available to run the business and pay dividends or debts, so investors treat it differently when assessing a company’s true short-term financial strength.

gross leasable area technical

"approximately 0.7 million square feet of gross leasable area"

Total floor area in a commercial property that can be leased to tenants, measured in square feet or meters and excluding shared spaces like corridors, lobbies, service rooms and structural elements. Investors use it as a simple measure of a building’s income-generating capacity—like counting the number of rentable storefronts in a mall—to estimate potential rental revenue, compare properties, evaluate occupancy, and help determine property value and returns.

unconsolidated entities financial

"investment in unconsolidated entities"

Unconsolidated entities are companies, joint ventures, or investments that a reporting company has a meaningful stake in but does not control, so their full assets and liabilities are not combined into the reporting company’s financial statements. They are usually shown as investments (often under the equity method) rather than consolidated line-by-line. For investors, these holdings can affect future earnings, cash flows and exposure to risk even though they don’t appear on the parent company’s balance sheet in the same way—similar to owning a share of a business instead of running it outright.

Earnings Snapshot

Total revenue, three months: $1.635 million

Three and nine months ended September 30, 2026

Total revenue, three months $1.635 million Down from $4.785 million in the same period of 2025.

Net income attributable to common shareholders, three months $2.735 million Compared with a $13.647 million loss in the same period of 2025.

Total revenue, nine months $5.559 million Down from $14.037 million in the same period of 2025.

Net loss attributable to common shareholders, nine months $36.161 million loss Narrowed from a $66.805 million loss in the same period of 2025.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What were SRG's third-quarter 2026 revenue and earnings?

SRG reported $1.635 million in revenue and $2.735 million in net income attributable to common shareholders. In the third quarter of 2025, revenue was $4.785 million and net income attributable to common shareholders was a $13.647 million loss.

How much cash and revolving credit did SRG have available?

As of September 30, 2026, SRG had $45.4 million in cash on hand, including $32.7 million of restricted cash, and $10.0 million available under its revolving loan facility. As of November 12, 2026, cash on hand was $41.4 million, including $32.7 million of restricted cash, with $10.0 million of revolver availability.

What debt facilities did SRG enter into in July 2026?

On July 24, 2026, SRG entered into a $15.0 million term loan facility and a $25.0 million revolving loan facility. It drew $15.0 million under the revolver at closing, then used proceeds from the new loans together with cash on hand to repay the prior term loan's $50.0 million outstanding balance.

What are the terms of SRG's proposed Dallas property sale?

An option purchase and sale agreement covers a vacant, non-income-producing premier asset in Dallas, Texas, for anticipated gross proceeds of $50.8 million before applicable credits and costs. The sale is subject to customary closing conditions and is cross-conditioned and cross-defaulted with an agreement for a neighboring parcel; there is no assurance the buyer will exercise the option.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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): November 13, 2026

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 2.02 Results of Operations and Financial Condition.

On November 13 2026, the Company issued a press release regarding its financial results for the three and nine months ended September 30, 2026. A copy of the press release is furnished as Exhibit 99.1 to this report.

In accordance with General Instruction B.2 of Form 8-K, the information in this Current Report on Form 8-K, including Exhibits 99.1, shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.		Description
99.1		Press release dated November 13, 2026
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURE

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
By:		/s/ Matthew Fernand
		Matthew Fernand
		Chief Legal Officer and Corporate Secretary

Date: November 13 2026

Exhibit 99.1

Seritage Growth Properties Reports Third Quarter 2026 Operating Results

New York – November 13 2026, 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 and nine months ended September 30, 2026.

“Although we have no new transactions under contract, we continue to work on both individual asset sales and potential strategic options for the portfolio and the Company” said Adam Metz, CEO & President.

Q3 Sale Highlights:

•Generated gross proceeds of $3.0 million from the sale of one vacant/non-income producing asset and received a distribution of $8.9 million from an unconsolidated entity as a result of the sale of a portion of the underlying property.

•As previously disclosed, the Company has entered into an option purchase and sale agreement (the “PSA”) to sell one vacant non-income producing premier asset in Dallas, Texas for anticipated gross proceeds of $50.8 million before applicable credits and costs. The sale is subject to customary closing conditions and is also cross-conditioned and cross-defaulted with an option purchase and sale agreement between the buyer and unaffiliated owners of a neighboring parcel. The buyer made an initial option payment of $169,200, then (i) commencing on July 1, 2026, and each month thereafter that the PSA remains in effect through December 1, 2026, the Company shall receive an option payment equal to $126,900 and (ii) commencing on January 1, 2027, and each month thereafter that the PSA remains in effect through January 1, 2028, the Company shall receive an option payment equal to $274,950. All option payments are incremental to the purchase price and are non-refundable except as otherwise provided for in the PSA. There can be no assurances that the buyer will exercise the option to purchase the property. The Company has received $0.6 million of option payments through September 30, 2026.

Financial Highlights:

For the three and nine months ended September 30, 2026:

•As of September 30, 2026, the Company had cash on hand of $45.4 million, including $32.7 million of restricted cash, as well as $10.0 million of availability under its revolving loan facility discussed below. As of November 12, 2026, the Company had cash on hand of $41.4 million, including $32.7 million of restricted cash, and $10.0 million of availability under its revolving loan facility.

•During the three and nine months ended September 30, 2026, the Company invested $1.9 million and $2.8 million, respectively, in its consolidated properties and $0.3 million and $2.8 million, respectively, in its unconsolidated properties.

•During the three and nine months ended September 30, 2026, the Company received distributions of $10.4 million and $19.2 million, respectively, from its unconsolidated properties.

•The Company did not recognize any impairment charges on its consolidated properties for the three months ended September 30, 2026. The Company recognized an impairment charge of $15.2 million on one of its consolidated properties during the nine months ended September 30, 2026.

•During the three months ended September 30, 2026, the Company did not record any other-than-temporary impairment losses on its unconsolidated entities. The Company recorded an other-than-temporary impairment loss of $5.2 million on one of its unconsolidated entities during the nine months ended September 30, 2026.

•The Company reported net income attributable to common shareholders of $2.7 million, or $0.05 per share, for the three months ended September 30, 2026, and a net loss attributable to common shareholders of ($36.2) million, or ($0.64) per share, for the nine months ended September 30, 2026.

•On July 24, 2026, the Company entered into a new $15.0 million term loan facility and a $25.0 million revolving loan facility. At closing, the Company drew $15.0 million under the revolving loan facility, leaving $10.0 million available for future borrowings.

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The Company used a combination of the proceeds from the closing of the new loans together with cash on hand to fully repay the $50.0 million outstanding balance on its prior term loan facility.

Portfolio

The table below represents a summary of the Company’s properties as of September 30, 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
Premier		2		8 sf / 38 acres			-			0.0%			18.6
Unconsolidated
Other Joint Ventures		2		93 sf / 28 acres			5			5.1%			14.2
Premier		3		158 sf / 53 acres			106			67.4%			17.8

(1) Square footage is presented at the Company’s proportional share.

(2) Based on signed leases at September 30, 2026.

Financial Summary

The table below provides a summary of the Company’s financial results for the three and nine months ended September 30, 2026:

		Three Months Ended								Nine Months Ended
		September 30, 2026				September 30, 2025				September 30, 2026				September 30, 2025
Net income (loss) attributable to Seritage common shareholders		$	2,735			$	(13,647	)		$	(36,161	)		$	(66,805	)
Net income (loss) per share attributable to Seritage common shareholders			0.05				(0.24	)			(0.64	)			(1.19	)

As of September 30, 2026, the Company had cash on hand of $45.4 million, including $32.7 million of restricted cash. On July 24, 2026, the Company entered into a new $15.0 million term loan facility and a $25.0 million revolving loan facility. At closing, the Company drew $15.0 million under the revolving loan facility, leaving $10.0 million available for future borrowings. The Company used the proceeds from the closing of the new term loan facility and the initial draw under the revolving loan facility together with cash on hand to fully repay the $50.0 million outstanding balance on its prior term loan facility. The Company expects to use existing cash on hand and its availability under the revolving loan facility to pay for its financing obligations and fund its operations and development activity. 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

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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		2026
October 27		December 31		January 15, 2027		$	0.43750
July 28		September 30		October 15, 2026			0.43750
April 20		June 30		July 15, 2026			0.43750
February 25		March 31		April 15, 2026			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. Interest rates are currently higher than 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

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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 September 30, 2026, the Company’s portfolio consisted of interests in eight properties comprised of approximately 0.7 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 133 acres of land. The portfolio encompasses three consolidated properties consisting of approximately 0.2 million square feet of GLA and 51 acres (such properties, the “Consolidated Properties”) and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 82 acres (such properties, the “Unconsolidated Properties”).

Contact

Seritage Growth Properties

(212) 355-7800

IR@Seritage.com

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Seritage Growth Properties

Consolidated Balance SheetS

(In thousands, except share and per share amounts)

(Unaudited)

		September 30, 2026				December 31, 2025
ASSETS
Investment in real estate
Land		$	19,754			$	25,406
Buildings and improvements			126,726				134,946
Accumulated depreciation			(15,815	)			(14,908	)
			130,665				145,444
Construction in progress			-				629
Net investment in real estate			130,665				146,073
Real estate held for sale			-				8,692
Investment in unconsolidated entities			140,926				156,242
Cash and cash equivalents			12,720				48,088
Restricted cash			32,703				14,197
Tenant and other receivables, net			3,907				3,665
Lease intangible assets, net			-				171
Prepaid expenses, deferred expenses and other assets, net			12,739				16,651
Total assets (1)		$	333,660			$	393,779
LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net		$	14,454			$	47,677
Revolving loan facility			15,000				-
Accounts payable, accrued expenses and other liabilities			9,254				13,302
Total liabilities (1)			38,708				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 September 30, 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 September 30, 2026 and    December 31, 2025; liquidation preference of $70,000			28				28
Additional paid-in capital			1,362,028				1,362,719
Accumulated deficit			(1,067,666	)			(1,031,893	)
Total shareholders' equity			294,952				331,416
Non-controlling interests			-				1,384
Total equity			294,952				332,800
Total liabilities and equity		$	333,660			$	393,779
(1) The Company's condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. As of September 30, 2026, the Company no longer holds any consolidated VIEs. 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.

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Seritage Growth Properties

Consolidated Statements of OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

		For the Three Months Ended September 30,								For the Nine Months Ended September 30,
		2026				2025				2026				2025
REVENUE
Rental income		$	1,502			$	4,603			$	5,171			$	13,586
Management and other fee income			133				182				388				451
Total revenue			1,635				4,785				5,559				14,037
EXPENSES
Property operating			486				3,625				2,708				9,770
Real estate taxes			345				607				1,062				2,252
Depreciation and amortization			385				1,698				1,175				5,813
General and administrative			4,925				4,922				15,313				26,787
Total expenses			6,141				10,852				20,258				44,622
Gain on sale of real estate			1,207				-				1,242				8,903
Loss on sale of interests in unconsolidated   entities			—				-				—				(1,417	)
Impairment of real estate assets			—				(800	)			(15,183	)			(18,800	)
Equity in income (loss) of unconsolidated   entities			7,707				644				1,048				(6,528	)
Interest and other income (expense), net			897				(834	)			2,290				956
Interest expense			(1,268	)			(5,290	)			(7,107	)			(15,659	)
Loss on debt extinguishment			(77	)			-				(77	)			-
Income (loss) before income taxes			3,960				(12,347	)			(32,486	)			(63,130	)
Provision for income taxes			—				(75	)			—				—
Net income (loss)			3,960				(12,422	)			(32,486	)			(63,130	)
Preferred dividends			(1,225	)			(1,225	)			(3,675	)			(3,675	)
Net income (loss) attributable to Seritage common   shareholders		$	2,735			$	(13,647	)		$	(36,161	)		$	(66,805	)
Net income (loss) per share attributable to Seritage   Class A common shareholders - Basic		$	0.05			$	(0.24	)		$	(0.64	)		$	(1.19	)
Net income (loss) per share attributable to Seritage   Class A common shareholders - Diluted		$	0.05			$	(0.24	)		$	(0.64	)		$	(1.19	)
Weighted-average Class A common shares    outstanding - Basic			56,324				56,324				56,324				56,311
Weighted-average Class A common shares    outstanding - Diluted			56,324				56,324				56,324				56,311

Properties sold during the nine months ended September 30, 2026:

						Total		2026 Qtr
City		State		Full / Partial Sale		Built SF		Sold
Alexandria		VA		Partial Site		-		Q1
Riverside		CA		Full Site		-		Q2
Riverside		CA		Full Site		33		Q3
Alexandria		VA		Partial Site		-		Q3

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