Dallas option deal gives Seritage (NYSE: SRG) $50,760,000 sale path

Q: What option payments will Seritage (SRG) receive under the Dallas PSA?

Seritage received an initial option payment of $169,200 . If the agreement continues, it will receive monthly option payments of $126,900 from July 1, 2026 to December 1, 2026 and $274,950 from January 1, 2027 to January 1, 2028.

Q: Are the option payments in Seritage (SRG)’s Dallas agreement refundable?

The option payments are incremental to the $50,760,000 purchase price and are non-refundable, except as otherwise provided in the option purchase and sale agreement, which describes limited circumstances where refunds may apply.

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Seritage Growth Properties entered into an option purchase and sale agreement to sell a Dallas, Texas property for $50,760,000, subject to adjustments and customary closing conditions. The buyer has an entitlement period ending no later than January 28, 2028, with closing by the earlier of ninety days after that date or January 31, 2028.

On the effective date, the buyer paid a non-refundable option fee of $169,200, and may owe additional monthly option payments of $126,900 through December 1, 2026 and $274,950 through January 1, 2028 while the agreement remains in effect. These option payments are incremental to the purchase price. The deal is cross-conditioned with a similar agreement for adjacent property, and there is no assurance the buyer will ultimately exercise the purchase option.

8-K Event Classification

Item 1.01 — Entry into a Material Definitive Agreement

1 item

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Key Figures

Dallas property purchase price: $50,760,000 Initial option payment: $169,200 Monthly option payment 2026: $126,900 +3 more

6 metrics

Dallas property purchase price $50,760,000 Sale price under option purchase and sale agreement

Initial option payment $169,200 Paid by buyer on June 1, 2026 effective date

Monthly option payment 2026 $126,900 Due monthly Jul 1, 2026 through Dec 1, 2026 while PSA in effect

Monthly option payment 2027–early 2028 $274,950 Due monthly Jan 1, 2027 through Jan 1, 2028 while PSA in effect

Latest Entitlements Period end January 28, 2028 Latest possible Entitlements Period Expiration Date

Latest closing date January 31, 2028 Outside date for closing, or 90 days after entitlements

Key Terms

Material Definitive Agreement, option purchase and sale agreement, Entitlements Period Expiration Date, cumulative redeemable preferred shares, +1 more

5 terms

Material Definitive Agreement regulatory

"Item 1.01 Entry into a Material Definitive Agreement On June 1, 2026"

A material definitive agreement is a legally binding contract that creates major, long‑term obligations or rights for a company, such as loans, asset sales, mergers, or supplier deals. Think of it like a mortgage or lease for a business: it can change future cash flow, risk and control, so investors watch these agreements closely because they can materially affect a company’s value, financial health and stock price.

option purchase and sale agreement financial

"entered into an option purchase and sale agreement (the “PSA”)"

Entitlements Period Expiration Date regulatory

"The Entitlements Period Expiration Date is the earlier of (i) January 28, 2028"

cumulative redeemable preferred shares financial

"7.00% Series A cumulative redeemable preferred shares of beneficial interest"

Cumulative redeemable preferred shares are a type of stock that pays regular dividends which, if skipped, accumulate and must be paid later; think of it like an interest-bearing note where missed payments pile up. The redeemable feature means the issuer can (or sometimes must) buy the shares back at a preset price or date, so investors get a clearer path to getting their money back. These features matter because they provide steadier income than common stock and a higher claim on payouts, but they also carry the issuer’s repayment risk and limited upside.

emerging growth company regulatory

"Emerging growth company Item 1.01 Entry into a Material Definitive Agreement"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

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Understanding 8-K Material Events →

06/01/2026 - 05:09 PM

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): June 01, 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 1.01 Entry into a Material Definitive Agreement

On June 1, 2026 (the “Effective Date”), a subsidiary (the "Seller") of Seritage Growth Properties (the "Company") entered into an option purchase and sale agreement (the “PSA”) with Arena Development Intermediate, LLC, a Delaware limited liability company (the “Buyer”) for the sale of the Seller’s property located in Dallas, Texas (the "Property"). The purchase price for the sale of the Property is $50,760,000, subject to certain adjustments as set forth in the PSA. The closing date under the PSA is the earlier of (i) ninety (90) days following the “Entitlements Period Expiration Date” and (ii) January 31, 2028. The Entitlements Period Expiration Date is the earlier of (i) January 28, 2028, and (ii) the date on which the Buyer obtains the entitlements for the Buyer’s intended use of the Property. The PSA is subject to customary closing conditions and is also cross-conditioned and cross-defaulted with an option purchase and sale agreement (the “Related PSA”) between the Buyer and unaffiliated owners of a larger property adjacent to the Property, which Related PSA contains a similar structure to the PSA.

On the Effective Date, the Buyer made an option payment in the amount of $169,200. If the Buyer does not terminate the PSA on or before June 30, 2026, then (i) commencing on July 1, 2026 and each month thereafter that the PSA remains in effect through December 1, 2026, the Seller 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 Seller 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 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 is expected to be filed as an exhibit to the Company’s Periodic Report on Form 10-Q for the period ended June 30, 2026.

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:	June 1, 2026	By:	/s/ Matthew Fernand
			Matthew Fernand Chief Legal Officer and Corporate Secretary

Source: View Original Filing on SEC EDGAR

FAQ

What property is Seritage Growth Properties (SRG) planning to sell?

Seritage Growth Properties plans to sell a property in Dallas, Texas through an option purchase and sale agreement with Arena Development Intermediate, LLC, a Delaware limited liability company, entered into on June 1, 2026.

What is the purchase price in Seritage (SRG)’s Dallas property agreement?

The purchase price for Seritage’s Dallas, Texas property is $50,760,000, subject to adjustments set out in the option purchase and sale agreement, which governs terms, entitlements and closing mechanics for the proposed transaction.

When is the latest possible closing date for Seritage (SRG)’s Dallas sale?

The latest possible closing date is the earlier of ninety days after the Entitlements Period Expiration Date or January 31, 2028, providing a long-dated window for entitlement approvals and transaction completion.

What option payments will Seritage (SRG) receive under the Dallas PSA?

Seritage received an initial option payment of $169,200. If the agreement continues, it will receive monthly option payments of $126,900 from July 1, 2026 to December 1, 2026 and $274,950 from January 1, 2027 to January 1, 2028.

Are the option payments in Seritage (SRG)’s Dallas agreement refundable?

The option payments are incremental to the $50,760,000 purchase price and are non-refundable, except as otherwise provided in the option purchase and sale agreement, which describes limited circumstances where refunds may apply.

Is Seritage (SRG)’s Dallas property sale guaranteed to close?

The sale is not guaranteed to close. The agreement is subject to customary conditions, is cross-conditioned with a related adjacent property deal, and explicitly states there can be no assurances the buyer will exercise the purchase option.

Filing Exhibits & Attachments

1 document