Seritage cuts term loan to $70M after $131M Aventura sale

Rhea-AI Filing Summary

Seritage Growth Properties completed the sale of its Aventura, Florida property to Boulevard Step Ventures LLC for $131.0 million, less a credit for unpaid leasing costs as of closing. The transaction closed on November 25, 2025 under a previously signed purchase and sale agreement.

On the same date, the company announced a voluntary prepayment of $130 million on its $1.6 billion senior secured term loan facility with Berkshire Hathaway Life Insurance Company of Nebraska, funded from recent property sale proceeds including the Aventura sale. Seritage has now repaid $1.53 billion on this facility since December 2021, leaving $70 million outstanding, and expects its annual interest expense on the term loan to decline by approximately $9.2 million.

Positive

• Debt reduction and interest savings: Seritage prepaid $130 million on its senior secured term loan, bringing total repayments since December 2021 to $1.53 billion and cutting annual interest expense by about $9.2 million.

Negative

• None.

Insights

Real estate and capital structure analyst

Seritage uses asset sale proceeds to aggressively reduce term debt and interest costs.

Seritage Growth Properties sold its Aventura, Florida asset for a purchase price of $131.0 million less a credit for unpaid leasing costs. This continues the company’s strategy of monetizing properties through individual sales rather than holding them long term.

The company then made a voluntary prepayment of $130 million on its senior secured term loan facility originally sized at $1.6 billion. Since December 2021, Seritage has repaid $1.53 billion, leaving only $70 million outstanding, which materially reduces secured leverage tied to this loan.

The current prepayment is expected to lower annual interest expense related to the term loan by about $9.2 million. Future filings may show how the loss of income from the Aventura Property compares with these interest savings and how remaining assets support the smaller debt balance.

8-K Event Classification

3 items: 2.01, 7.01, 9.01

3 items

Item 2.01 Completion of Acquisition or Disposition of Assets Financial

The company completed a significant acquisition or sale of business assets.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

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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 25, 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 2.01 Completion of Acquisition or Disposition of Assets

As previously reported by Seritage Growth Properties (the "Company") in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (the "SEC") on September 8, 2025, a subsidiary of the Company entered into a purchase and sale agreement (the "PSA") as of September 2, 2025 (the "effective date") with Boulevard Step Ventures LLC (the "Buyer") for the sale of the Company’s property located in Aventura, Florida (the "Aventura Property"). The purchase price for the sale of the Aventura Property was $131.0 million less a credit for unpaid leasing costs as of the closing date for existing leases.

The transaction closed on November 25, 2025, in accordance with the terms of the PSA.

The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, a copy of which was filed as an exhibit to the Company’s Periodic Report on Form 10-Q for the period ended September 30, 2025.

Item 7.01 Regulation FD Disclosure.

On November 25, 2025, the Company, issued a press release announcing that it made a voluntary prepayment of $130 million toward its $1.6 billion senior secured term loan facility dated July 31, 2018, among the Company, Seritage Growth Properties, L.P. and Berkshire Hathaway Life Insurance Company of Nebraska (as amended by amendment no. 1, dated May 5, 2020, by amendment no. 2, dated November 24, 2021, by amendment no. 3, dated June 16, 2022, and by amendment no. 4, dated November 20, 2024, the "Term Loan Agreement"). The prepayment is being made from the proceeds of recent property sales including the sale of the Company's Aventura Property.

Following the prepayment, the Company has now repaid a total of $1.53 billion since December 2021 and $70 million remains outstanding under the Term Loan Agreement. The current prepayment will reduce the Company’s total annual interest expense related to the term loan facility by approximately $9.2 million.

In accordance with General Instruction B.2 of Form 8-K, the information in item 7.01, including Exhibit 99.2, is being furnished to the SEC and 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.

(b) Pro forma financial information

Unaudited pro forma financial statements of the Company giving effect to the sale of the Company’s Aventura Property are attached hereto as Exhibit 99.1 and are incorporated by reference herein.

(d) Exhibits

Exhibit No.		Description
99.1		Unaudited Pro Forma Financial Statements
99.2		Press release dated November 25, 2025
104		Cover Page Interactive Data File (embedded within Inline XBRL document)

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 thereunto duly authorized.

			SERITAGE GROWTH PROPERTIES
Date:	November 25, 2025	By:	/s/ Matthew Fernand
			Matthew Fernand Chief Legal Officer and Corporate Secretary

FAQ

What transaction did Seritage Growth Properties (SRG) complete in this 8-K?

Seritage completed the sale of its Aventura, Florida property to Boulevard Step Ventures LLC for a purchase price of $131.0 million, less a credit for unpaid leasing costs as of the closing date.

How is Seritage using the proceeds from the Aventura property sale?

The company is using proceeds from recent property sales, including the Aventura sale, to fund a voluntary prepayment of $130 million on its senior secured term loan facility.

How much of Seritage Growth Properties’ term loan has been repaid?

Seritage has repaid a total of $1.53 billion on its senior secured term loan facility since December 2021, leaving $70 million outstanding.

What impact will the prepayment have on Seritage’s interest expense?

The company expects the current $130 million prepayment to reduce total annual interest expense related to the term loan facility by approximately $9.2 million.

Who is the lender under Seritage’s senior secured term loan facility?

The senior secured term loan facility is with Berkshire Hathaway Life Insurance Company of Nebraska, under a Term Loan Agreement dated July 31, 2018, as amended.

Does this 8-K include financial statements reflecting the Aventura sale?

Yes. Unaudited pro forma financial statements giving effect to the sale of the Aventura Property are included as Exhibit 99.1 and incorporated by reference.