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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______to _______

Commission File Number 001-37420

SERITAGE GROWTH PROPERTIES

(Exact name of registrant as specified in its charter)


Maryland	38-3976287
(State of Incorporation)	(I.R.S. 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

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


Title of each class	Trading Symbols	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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 13, 2025, the registrant had the following common shares outstanding:


Class	Shares Outstanding
Class A common shares of beneficial interest, par value $0.01 per share	56,324,607
Class B common shares of beneficial interest, par value $0.01 per share	0
Class C common shares of beneficial interest, par value $0.01 per share	0

SERITAGE GROWTH PROPERTIES

QUARTERLY REPORT ON FORM 10-Q

QUARTER ENDED SEPTEMBER 30, 2025

TABLE OF CONTENTS


PART I.	FINANCIAL INFORMATION
		Page

Item 1.	Condensed Consolidated Financial Statements (unaudited)	3
	Condensed Consolidated Balance Sheets as of September 30, 2025 and December 31, 2024	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and 2024	4
	Condensed Consolidated Statements of Equity for the three and nine months ended September 30, 2025 and 2024	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2025 and 2024	6
	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38

Item 4.	Controls and Procedures	38

PART II.	OTHER INFORMATION

Item 1.	Legal Proceedings	39

Item 1A.	Risk Factors	39

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	39

Item 3.	Defaults upon Senior Securities	39

Item 4.	Mine Safety Disclosures	40

Item 5.	Other Information	40

Item 6.	Exhibits	41

SIGNATURES		42

PART I. FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements

SERITAGE GROWTH PROPERTIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited, amounts in thousands, except share and per share amounts)


	September 30, 2025			December 31, 2024
ASSETS
Investment in real estate
Land	$	31,258		$	65,009
Buildings and improvements		152,611			239,978
Accumulated depreciation		(21,328	)		(39,940	)
		162,541			265,047
Construction in progress		2,093			93,587
Net investment in real estate		164,634			358,634
Real estate held for sale		141,447			-
Investment in unconsolidated entities		164,463			189,699
Cash and cash equivalents		51,540			85,206
Restricted cash		8,332			12,503
Tenant and other receivables, net		7,167			7,894
Lease intangible assets, net		901			1,047
Prepaid expenses, deferred expenses and other assets, net		20,126			22,791
Total assets (1)	$	558,610		$	677,774

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net	$	196,668		$	240,000
Accounts payable, accrued expenses and other liabilities		22,852			31,971
Total liabilities (1)		219,520			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 September 30, 2025 and December 31, 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 September 30, 2025 and December 31, 2024; liquidation preference of $70,000		28			28
Additional paid-in capital		1,362,718			1,362,644
Accumulated deficit		(1,025,583	)		(958,778	)
Total shareholders' equity		337,725			404,456
Non-controlling interests		1,365			1,347
Total equity		339,090			405,803
Total liabilities and equity	$	558,610		$	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 September 30, 2025, include the following amounts related to our consolidated VIEs: $8.5 million included in real estate held for sale, $64.0 thousand of cash and $62.6 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.

The accompanying notes are an integral part of these condensed consolidated financial statements.

- 3 -

SERITAGE GROWTH PROPERTIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited, amounts in thousands, except per share amounts)


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2025			2024			2025			2024
REVENUE
Rental income	$	4,603		$	2,899		$	13,586		$	12,790
Management and other fee income		182			352			451			450
Total revenue		4,785			3,251			14,037			13,240
EXPENSES
Property operating		3,625			4,258			9,770			12,091
Abandoned project costs		—			5,732			—			5,732
Real estate taxes		607			971			2,252			3,602
Depreciation and amortization		1,698			4,377			5,813			10,860
General and administrative		4,922			7,178			26,787			23,244
Total expenses		10,852			22,516			44,622			55,529
Gain on sale of real estate, net		—			4,184			8,903			7,357
Loss on sale of interests in unconsolidated entities		—			—			(1,417	)		—
Impairment of real estate assets		(800	)		—			(18,800	)		(87,536	)
Equity in income (loss) of unconsolidated entities		644			118			(6,528	)		(69	)
Interest and other income (expense), net		(834	)		(872	)		956			1,268
Interest expense		(5,290	)		(6,051	)		(15,659	)		(19,344	)
Loss before income taxes		(12,347	)		(21,886	)		(63,130	)		(140,613	)
Provision for income taxes		(75	)		(87	)		-			(1,572	)
Net loss		(12,422	)		(21,973	)		(63,130	)		(142,185	)
Preferred dividends		(1,225	)		(1,225	)		(3,675	)		(3,675	)
Net loss attributable to Seritage common shareholders	$	(13,647	)	$	(23,198	)	$	(66,805	)	$	(145,860	)

Net loss per share attributable to Seritage Class A common shareholders - Basic	$	(0.24	)	$	(0.41	)	$	(1.19	)	$	(2.59	)
Net loss per share attributable to Seritage Class A common shareholders - Diluted	$	(0.24	)	$	(0.41	)	$	(1.19	)	$	(2.59	)
Weighted-average Class A common shares outstanding - Basic		56,324			56,268			56,311			56,251
Weighted-average Class A common shares outstanding - Diluted		56,324			56,268			56,311			56,251

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SERITAGE GROWTH PROPERTIES

CONDENSED CONSOLIDATED STATEMENTS OF EQUITY

(Unaudited, amounts in thousands, except per share amounts)


	Class A Common					Series A Preferred				Additional Paid-In			Accumulated			Non- Controlling		Total
	Shares			Amount		Shares		Amount		Capital			Deficit			Interests		Equity
Balance at January 1, 2024		56,195		$	562		2,800	$	28	$	1,361,742		$	(800,342	)	$	1,174	$	563,164
Net loss		—			—		—		—		—			(142,185	)		—		(142,185	)
Preferred dividends declared ($1.3125 per share)		—			—		—		—		—			(3,675	)		—		(3,675	)
Vesting of restricted share units		73			—		—		—		—			—			—		—
Share-based compensation		—			—		—		—		1,406			—			—		1,406
Contributions to consolidated VIEs		—			—		—		—		—			—			84		84
Balance at September 30, 2024		56,268		$	562		2,800	$	28	$	1,363,148		$	(946,202	)	$	1,258	$	418,794

Balance at January 1, 2025		56,274		$	562		2,800	$	28	$	1,362,644		$	(958,778	)	$	1,347	$	405,803
Net loss		—			—		—		—		—			(63,130	)		—		(63,130	)
Preferred dividends declared ($1.3125 per share)		—			—		—		—		—			(3,675	)		—		(3,675	)
Vesting of restricted share units		88			—		—		—		—			—			—		—
Restricted stock withholdings		(38	)		—		—		—		(127	)		—			—		(127	)
Share-based compensation		—			—		—		—		201			—			—		201
Contributions to consolidated VIEs		—			—		—		—		—			—			18		18
Balance at September 30, 2025		56,324		$	562		2,800	$	28	$	1,362,718		$	(1,025,583	)	$	1,365	$	339,090


	Class A Common				Series A Preferred				Additional Paid-In		Accumulated			Non- Controlling		Total
	Shares		Amount		Shares		Amount		Capital		Deficit			Interests		Equity
Balance at July 1, 2024		56,268	$	562		2,800	$	28	$	1,362,864	$	(923,004	)	$	1,229	$	441,679
Net loss		—		—		—		—		—		(21,973	)		—		(21,973	)
Preferred dividends declared ($0.4375 per share)		—		—		—		—		—		(1,225	)		—		(1,225	)
Share-based compensation		—		—		—		—		284		—			—		284
Contributions to consolidated VIEs		—		—		—		—		—		—			29		29
Balance at September 30, 2024		56,268	$	562		2,800	$	28	$	1,363,148	$	(946,202	)	$	1,258	$	418,794

Balance at July 1, 2025		56,324	$	562		2,800	$	28	$	1,362,718	$	(1,011,936	)	$	1,365	$	352,737
Net loss		—		—		—		—		—		(12,422	)		—		(12,422	)
Preferred dividends declared ($0.4375 per share)		—		—		—		—		—		(1,225	)		—		(1,225	)
Balance at September 30, 2025		56,324	$	562		2,800	$	28	$	1,362,718	$	(1,025,583	)	$	1,365	$	339,090

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SERITAGE GROWTH PROPERTIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, amounts in thousands)


	Nine Months Ended September 30,
	2025			2024
CASH FLOW FROM OPERATING ACTIVITIES
Net loss	$	(63,130	)	$	(142,185	)
Adjustments to reconcile net loss to net cash used in operating activities:
Equity in loss of unconsolidated entities		6,528			69
Loss on sale of interests in unconsolidated entities		1,417			—
Distributions from unconsolidated entities		3,514			6,144
Gain on sale of real estate, net		(8,903	)		(7,357	)
Impairment of real estate assets		18,800			87,536
Share-based compensation		201			1,406
Depreciation and amortization		5,813			10,860
Amortization of deferred financing costs		668			—
Amortization of above and below market leases, net		117			145
Straight-line rent adjustment		59			251
Abandoned project costs		—			5,732
Non-cash lease expense		1,022			640
Change in operating assets and liabilities
Tenant and other receivables		668			5,164
Prepaid expenses, deferred expenses and other assets		(3,416	)		(2,830	)
Accounts payable, accrued expenses and other liabilities		2,900			(5,196	)
Net cash used in operating activities		(33,742	)		(39,621	)
CASH FLOW FROM INVESTING ACTIVITIES
Investment in unconsolidated entities		(362	)		(9,027	)
Distributions from unconsolidated entities		6,047			13
Net proceeds from sale of interests in unconsolidated entities		8,092			—
Net proceeds from sale of real estate		51,560			106,472
Development of real estate		(21,775	)		(25,734	)
Net cash provided by investing activities		43,562			71,724
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of term loan		(40,000	)		(80,000	)
Payment of deferred financing costs		(4,000	)		—
Preferred dividends paid		(3,675	)		(3,675	)
Contributions from non-controlling member of consolidated variable interest entities		18			84
Net cash used in financing activities		(47,657	)		(83,591	)
Net decrease in cash and cash equivalents, and restricted cash		(37,837	)		(51,488	)
Cash and cash equivalents, and restricted cash, beginning of period		97,709			149,700
Cash and cash equivalents, and restricted cash, end of period	$	59,872		$	98,212

- 6 -

SERITAGE GROWTH PROPERTIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)

(Unaudited, amounts in thousands)


	Nine Months Ended September 30,
	2025		2024
RECONCILIATION OF CASH AND CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents at beginning of period	$	85,206	$	134,001
Restricted cash at beginning of period		12,503		15,699
Cash and cash equivalents and restricted cash at beginning of period	$	97,709	$	149,700

Cash and cash equivalents at end of period	$	51,540	$	85,599
Restricted cash at end of period		8,332		12,613
Cash and cash equivalents and restricted cash at end of period	$	59,872	$	98,212


	Nine Months Ended September 30,
	2025		2024
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION
Cash payments for interest	$	15,167	$	18,345
Income taxes paid		140		1,572
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
Development of real estate financed with accounts payable	$	5,450	$	9,413
Preferred dividends declared and unpaid		1,225		1,225

The accompanying notes are an integral part of these condensed consolidated financial statements.

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SERITAGE GROWTH PROPERTIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

Note 1 – Organization

Seritage Growth Properties (“Seritage”) (NYSE: SRG), was formed as a Maryland real estate investment trust on June 3, 2015, operated as a fully integrated, self-administered and self-managed real estate investment trust (“REIT”) as defined under Section 856(c) of the Internal Revenue Code (the “Code”) from formation through December 31, 2021. On March 31, 2022, Seritage revoked its REIT election and became a taxable C Corporation effective January 1, 2022. Seritage’s assets are held by and its operations are primarily conducted, directly or indirectly, through Seritage Growth Properties, L.P., a Delaware limited partnership (the “Operating Partnership”). Under the partnership agreement of the Operating Partnership, Seritage, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. Unless otherwise expressly stated or the context otherwise requires, the “Company” and “Seritage” refer to Seritage, the Operating Partnership and its owned and controlled subsidiaries.

Prior to the adoption of the Company’s Plan of Sale (defined below), 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, 2025, the Company’s portfolio consisted of interests in 13 properties comprised of approximately 1.3 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 198 acres of land. The portfolio encompasses eight consolidated properties consisting of approximately 0.8 million square feet of GLA and 113 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”).

The Company commenced operations on July 7, 2015 following a rights offering to the shareholders of Sears Holdings Corporation (“Sears Holdings” or “Sears”) to purchase common shares of Seritage in order to fund, in part, the $2.7 billion acquisition of certain of Sears Holdings’ owned properties and its 50% interests in three joint ventures which were simultaneously leased back to Sears Holdings under a master lease agreement (the “Original Master Lease” and the “Original JV Master Leases,” respectively).

On March 1, 2022, the Company announced that its Board of Trustees had commenced a process to review a broad range of strategic alternatives. The Board of Trustees created a Special Committee (the “Special Committee”) of the Company’s Board of Trustees to oversee the process. The Special Committee retained Barclays as its financial advisor. The agreement with Barclays expired in August 2023. The Company’s strategic review process remains ongoing as the Company executes sales pursuant to 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 that the review process will result in any transaction or that the Company will be successful in fully executing the Plan of Sale. The Board of Trustees is currently overseeing the Plan of Sale.

On March 31, 2022, the Company announced that its Board of Trustees, with the recommendation of the Special Committee, approved a plan to terminate the Company’s REIT status and become a taxable C Corporation, effective for the year ended December 31, 2022. As a result, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90% of REIT taxable income to its shareholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2022, the Company is subject to federal and state income taxes on its taxable income at applicable tax rates and is no longer entitled to a tax deduction for dividends paid. The Company operated as a REIT since inception and through the 2021 tax year, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, remained in place until December 31, 2021.

As a result of the Company’s change in corporate structure to a taxable C Corporation effective January 1, 2022, the Company incurred a one-time, non-cash deferred tax benefit of approximately $161.3 million during the quarter ended March 31, 2022. The Company also recorded a full valuation allowance against the deferred tax asset pursuant to ASC 740, Income Taxes, as discussed in more detail below.

The Company sought a shareholder vote to approve a proposed plan of sale of the Company’s assets and dissolution (the “Plan of Sale”) that would allow the Board to sell all of the Company’s assets, distribute the net proceeds to shareholders and dissolve the Company. The Plan of Sale is expected to increase the universe of potential buyers by allowing Seritage and potential buyers to enter into and complete value maximizing transactions without subjecting any such transaction to the delay and conditionality associated with having to seek and obtain shareholder approval. On July 6, 2022, Edward Lampert, the Company’s former Chairman, entered into a Voting and Support Agreement under which he exchanged his equity interest in the Operating Partnership for Class A common shares and agreed to vote his shares in favor of the Plan of Sale. As of September 30, 2025, Mr. Lampert owns approximately 23.8% of the Company’s outstanding Class A common shares, and Seritage, including its consolidated subsidiaries, is the sole owner of all outstanding Operating Partnership interests.

- 8 -

The affirmative vote of at least two-thirds of all outstanding common shares of the Company was required to approve the Plan of Sale. The 2022 Annual Meeting of Shareholders occurred on October 24, 2022, following the Company's filing of a final proxy statement with the SEC on September 14, 2022. During the meeting, the Plan of Sale was approved by the shareholders. 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 that the review process will result in any transaction or that the Company will be successful in fully executing on the Plan of Sale. See “Item 1A. Risk Factors — Risks Related to Our Business and Operations — There can be no assurance that we will be able to complete any transaction or any strategic change on terms satisfactory to the Board of Trustees.” included in our Annual Report on Form 10-K, (the “Annual Report”) for the year ended December 31, 2024. The Board of Trustees is currently overseeing the Plan of Sale.

Liquidity

The Company’s primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses and debt service (collectively, “Obligations”), and certain development expenditures. Property rental income, which is the Company’s primary source of operating cash flow, did not fully fund Obligations during the nine months ended September 30, 2025 and the Company recorded net operating cash outflows of $33.7 million. Additionally, the Company generated net investing cash inflows of $43.6 million during the nine months ended September 30, 2025, which were driven by asset sales and partially offset by development expenditures and investments in unconsolidated entities.

Obligations are projected to continue to exceed property rental income and the Company expects to fund such costs with a combination of capital sources including, but not limited to, cash on hand, sales of Consolidated Properties, sales of Unconsolidated Properties and potential financing transactions. During the nine months ended September 30, 2025, the Company sold two Consolidated Properties and two Unconsolidated Properties for gross proceeds of $60.7 million and made aggregate principal prepayments of $40.0 million reducing the outstanding Term Loan Facility balance to $200.0 million at September 30, 2025. The maturity date for the Term Loan Facility is July 31, 2026.

Going Concern

In accordance with ASC 205-40, Presentation of Financial Statements - Going Concern, for each annual and interim reporting period, management evaluates whether there are conditions and events that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the financial statements are issued. As part of this evaluation, the Company takes into consideration all Obligations and certain development expenditures due within the subsequent 12 months, as well as cash on hand and expected cash receipts. The Company currently anticipates that it will continue to use sales of Consolidated and Unconsolidated Properties as the primary source of capital to fund its Obligations, including the principal payments on the Term Loan Facility, while at the same time pursuing alternative financing arrangements.

As of November 13, 2025, there are four Consolidated Properties under contract for aggregate gross proceeds of $240.8 million, however, assets under contract for aggregate proceeds of $70.8 million with contingencies outside of the Company’s control cannot be deemed probable and therefore are not included in the going concern analysis. Additionally, the Company is currently negotiating sales for one Consolidated Property for gross proceeds of $11.0 million and two Unconsolidated Properties which would result in distributions to the Company of $38.5 million which are not considered in our going concern analysis. The Company continues to monetize its assets, however, the timing of sales and the amount of proceeds from future sales are not under the Company’s control and therefore cannot be deemed probable.

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 Obligations because the Term Loan Facility, which matures on July 31, 2026, is presently a current Obligation. As a result, the Company has concluded that management's plans do not alleviate substantial doubt about the Company's ability to continue as a going concern until assets under contract are sufficient to increase the Company’s projected cash flows such that they exceed the Company’s Obligations, or until alternative financing arrangements have been made. These uncertainties raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates it will be able to realize assets and settle liabilities and commitments in the normal course of business for the foreseeable future. Accordingly, the accompanying condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

These condensed consolidated financial statements have been prepared in accordance with the instructions to Form 10-Q of the Securities and Exchange Commission (“SEC”) and should be read in conjunction with the consolidated financial statements and notes thereto

- 9 -

included in our Annual Report on Form 10-K, (the “Annual Report”), for the year ended December 31, 2024. Certain footnote disclosures which would substantially duplicate those contained in our Annual Report have been condensed or omitted from this quarterly report. In the opinion of management, all adjustments necessary for a fair presentation (which include only normal recurring adjustments) have been included in this quarterly report. Operating results for the three and nine months ended September 30, 2025 may not be indicative of the results that may be expected for any other interim period or for the year ending December 31, 2025. Capitalized terms used, but not defined in this quarterly report, have the same meanings as set forth in our Annual Report.

The accompanying condensed consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The condensed consolidated financial statements include the accounts of the Company, the Operating Partnership, each of their consolidated properties, and all other entities in which they have a controlling financial interest. For entities that meet the definition of a variable interest entity (“VIE”), the Company consolidates such entities when the Company is the primary beneficiary of the entity. The Company is determined to be the primary beneficiary when it possesses both the unilateral power to direct activities that most significantly impact the economic performance of the VIE and the obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. The Company continually evaluates whether it qualifies as the primary beneficiary and reconsiders its determination of whether an entity is a VIE upon reconsideration events. As of September 30, 2025, the Company consolidates one VIE in which we are considered the primary beneficiary, as the Company has the power to direct the activities of the entity, specifically surrounding the development plan. As of September 30, 2025 and December 31, 2024, the Company has investments in several unconsolidated VIEs and does not consolidate these entities because the Company is not the primary beneficiary. All intercompany accounts and transactions have been eliminated.

To the extent such variable interests are in entities that are not evaluated under the VIE model, the Company evaluates its interests using the voting interest entity model.

As of September 30, 2025, the Company, and its wholly owned subsidiaries, holds a 100% interest in the Operating Partnership and is the sole general partner which gives the Company exclusive and complete responsibility for the day-to-day management, authority to make decisions, and control of the Operating Partnership.

Certain reclassifications have been made to previously reported amounts to conform to the current period’s presentation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The most significant assumptions and estimates relate to real estate impairment assessments and assessing the recoverability of accounts receivable. These estimates are based on historical experience and other assumptions which management believes are reasonable under the circumstances. Management evaluates its estimates on an ongoing basis and makes revisions to these estimates and related disclosures as experience develops or new information becomes known. Actual results could differ from these estimates.

Segment Reporting

Given the continued decline in size of the portfolio and the continued progression of the Plan of Sale, the Company has concluded that they have one operating segment and one reportable segment as the Company is assessing performance and making operating decisions on an aggregated single segment basis. The Company currently operates in a single reportable segment which includes the ownership, development, redevelopment, management, sale and leasing of real estate properties. The Company’s chief operating decision maker (“CODM”), Adam Metz (the principal executive officer), assesses and measures the operating and financial results on an aggregated basis and does not allocate resources or make decisions distinguishing between individual properties geographies, sizes, or types. All revenue has been generated and all tangible assets are held in the United States.

Real Estate

Real estate assets are recorded at cost, less accumulated depreciation and amortization.

Expenditures for ordinary repairs and maintenance will be expensed as incurred. Significant renovations which improve the property or extend the useful life of the assets are capitalized. To the extent any real estate is undergoing redevelopment activities, all amounts directly associated with and attributable to the project, including planning, development and construction costs, interest costs, personnel costs of employees directly involved, and other miscellaneous costs incurred during the period of redevelopment, are capitalized and classified as construction in progress. The capitalization period begins when redevelopment activities are underway and ends when the project is substantially complete. Capitalized costs remain in construction in progress until such time as the project is completed and placed in service, the project is abandoned, the asset is classified as held for sale or the asset is sold.

- 10 -

Depreciation of real estate assets, excluding land, is recognized on a straight-line basis over their estimated useful lives which generally range between:


Buildings:	25 – 40 years
Building and land improvements:	0 – 15 years
Tenant improvements:	shorter of the estimated useful life or non-cancelable term of lease

The Company amortizes identified intangibles that have finite lives over the period they are expected to contribute directly or indirectly to the future cash flows of the property or business acquired, generally the remaining non-cancelable term of a related lease.

The Company, on a periodic basis, assesses whether there are indicators that the value of the real estate assets may be impaired. If an indicator is identified, management will estimate the real estate asset recoverability based on projected operating cash flows (undiscounted and unleveraged), taking into account the anticipated holding period and capitalization rates, to determine if the undiscounted cash flows are less than a real estate asset’s carrying value. In estimating the fair value of an asset, various factors are considered, including expected future operating income, trends and leasing prospects, including the effects of demand, competition, and other economic factors, such as discount rates and market comparables. If the carrying value of an asset exceeds the undiscounted cash flows, an analysis is performed to determine the estimated fair value of the real estate asset. Changes in any estimates and/or assumptions, including the anticipated holding period, could have a material impact on the projected operating cash flows. If management determines that the carrying value of a real estate asset is impaired, a loss will be recorded for the excess of its carrying amount over its estimated fair value. The Company recognized impairment charges of $0.8 million during the three months ended September 30, 2025. The Company did not recognize any impairment charges for the three months ended September 30, 2024. The Company recognized impairment losses of $18.8 million and $87.5 million during the nine months ended September 30, 2025 and 2024, respectively.

Real Estate Dispositions

When the Company disposes of all or a portion of a real estate asset, it recognizes a gain or loss on sale of real estate as the difference between the carrying value and consideration received. Consideration consists of cash proceeds received and in certain circumstances, non-cash consideration when a property is contributed to an investment in unconsolidated entity. Gains and losses from the disposition of real estate are recorded as gain (loss) on sale of real estate on the Company’s consolidated statements of operations. Refer to Note 4 for more information on the Company’s unconsolidated entity transactions.

The following table summarizes the Company’s gain on sale of real estate, net during the three and nine months ended September 30, 2025 and 2024 (in millions):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Dispositions to third parties
Cash proceeds	$	—	$	24.0	$	52.6	$	111.7
Gain on sale of real estate, net		—		4.2		8.9		7.4

Real Estate Held for Sale

When a real estate asset is identified by management as held for sale, the Company ceases depreciation of the asset and estimates its fair value, net of estimated costs to sell. If the estimated fair value, net of estimated costs to sell, of an asset is less than its net carrying value, an adjustment is recorded to reflect the estimated fair value. Properties classified as real estate held for sale generally represent properties that are under contract for sale and are expected to close within a year.

In evaluating whether a property meets the held for sale criteria, the Company makes a determination as to the point in time that it is probable that a sale will be consummated. Given the nature of all real estate sales contracts, it is not unusual for such contracts to allow potential buyers a period of time to evaluate the property prior to formal acceptance of the contract. In addition, certain other matters critical to the final sale, such as financing arrangements, often remain pending even upon contract acceptance. As a result, properties under contract may not close within the expected time period or at all.

As of September 30, 2025, three properties were classified as held for sale with assets of $141.4 million and no liabilities. As of December 31, 2024, no properties were classified as held for sale.

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Investments in Unconsolidated Entities

The Company accounts for its investments in Unconsolidated Entities using the equity method of accounting as the Company exercises significant influence but does not have a controlling financial interest. These investments are initially recorded at cost and are subsequently adjusted for cash contributions, cash distributions, and earnings and losses which are recognized in accordance with the terms of the applicable agreement.

On a periodic basis, management assesses whether there are indicators, including the operating performance of the underlying real estate and general market conditions which include macroeconomic conditions, that the value of the Company’s investments in unconsolidated entities may be impaired. An investment’s value is impaired if management’s estimate of the fair value of the Company’s investment is less than its carrying value and such difference is deemed to be other-than-temporary. To the extent impairment has occurred, the loss is measured as the excess of the carrying amount of the investment over its estimated fair value.

The Company did not record an other-than-temporary impairment loss for the three months ended September 30, 2025. The Company recorded $8.5 million in other-than-temporary impairment losses in investments in unconsolidated entities for the nine months ended September 30, 2025. The Company recorded no other-than-temporary impairment losses in investments in unconsolidated entities for the three and nine months ended September 30, 2024.

Restricted Cash

As of September 30, 2025 and December 31, 2024, restricted cash represents cash collateral for letters of credit and cash held in escrow.

Rental Revenue Recognition and Tenant Receivables

Rental income is comprised of base rent and reimbursements of property operating expenses. The Company commences rental revenue recognition when the lessee takes control of the physical use of the leased asset based on an evaluation of several factors. Base rent is recognized on a straight-line basis over the non-cancelable terms of the related leases. For leases that have fixed and measurable base rent escalations, the difference between such rental income earned and the cash rent due under the provisions of the lease is recorded as straight-line rent receivable and included as a component of tenant and other receivables on the condensed consolidated balance sheets. Reimbursement of property operating expenses arises from tenant leases which provide for the recovery of all or a portion of the operating expenses and real estate taxes of the respective property. This revenue is accrued in the same periods as the expenses are incurred.

The Company periodically reviews its receivables for collectability, taking into consideration changes in factors such as the tenant’s payment history, the financial condition of the tenant, business conditions in the industry in which the tenant operates, and economic conditions in the area where the property is located. Tenant receivables, including receivables arising from the straight-lining of rents, are written-off directly when management deems that the collectability of substantially all future lease payments from a specified lease is not probable of collection, at which point, the Company will begin recognizing revenue on a cash basis, based on actual amounts received. Any receivables that are deemed to be uncollectible are recognized as a reduction to rental income in the Company’s condensed consolidated statements of operations. If future circumstances change such that the Company believes that it is reasonably certain that the Company will collect all rental income remaining on such leases, the Company will resume accruing rental income and recognize a cumulative catch up for previously written-off receivables. The Company recognized rental income on a cash basis for certain tenants starting in the third quarter of 2024.

In leasing tenant space, the Company may provide funding to the lessee through a tenant allowance. In accounting for a tenant allowance, the Company will determine whether the allowance represents funding for the construction of leasehold improvements and evaluate the ownership of such improvements. If the Company is considered the owner of the improvements for accounting purposes, the Company will capitalize the amount of the tenant allowance and depreciate it over the shorter of the useful life of the improvements or the related lease term. If the tenant allowance represents a payment for a purpose other than funding leasehold improvements, or in the event the Company is not considered the owner of the improvements for accounting purposes, the allowance is considered a lease incentive and is recognized over the lease term as a reduction of rental revenue on a straight-line basis.

Tenant and Other Receivables

Tenant and other receivables includes unpaid amounts billed to tenants, accrued revenues for future billings to tenants for property expenses, and amounts arising from the straight-lining of rent, as discussed above. Tenant and other receivables also includes management fees receivable for services performed for the benefit of certain unconsolidated entities. In the event that the collectability of a management fee receivable is in doubt, a provision for uncollectible amounts will be established or a direct write-off of the specific receivable will be made.

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Management and Other Fee Income

Management and other fee income represents property management, construction, leasing and development fees for services performed for the benefit of certain unconsolidated entities.

Property management fee income is reported at 100% of the revenue earned from such Unconsolidated Properties in management and other fee income on the condensed consolidated statements of operations. The Company’s share of management expenses incurred by the unconsolidated entities is reported in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4.

Leasing and development fees are initially reported at the portion of revenue earned attributable to outside ownership of the related unconsolidated entities. The Company’s share in leasing and development fee income is recognized over the useful life of the associated development project, in the case of development fees, or lease term, in the case of leasing fees, as the associated asset is depreciated over the same term and included in equity in loss of unconsolidated entities on the condensed consolidated statements of operations and in other expenses in the combined financial data in Note 4.

Management determined that property and asset management and construction and development management services each represent a series of stand-ready performance obligations satisfied over time with each day of service being a distinct performance obligation. For property and asset management services, the Company is typically compensated for its services through a monthly management fee earned based on a specified percentage of monthly rental income or rental receipts generated from the property under management. For construction and development services, the Company is typically compensated for planning, administering and monitoring the design and construction of projects within our unconsolidated entities based on a percentage of project costs or a fixed fee. Revenues from such management contracts are recognized over the life of the applicable contract.

Conversely, leasing services are considered to be performance obligations, satisfied as of a point in time. The Company’s leasing fee is typically paid upon the occurrence of certain contractual event(s) that may be contingent and the pattern of revenue recognition may differ from the timing of payment. For these services, the obligations are typically satisfied at lease execution and tenant opening date, and revenue is recognized in accordance with the related agreement at the point in time when the obligation has been satisfied.

Share-Based Compensation

The Company generally recognizes equity awards to employees as compensation expense and includes such expense within general and administrative expenses in the condensed consolidated statements of operations. Compensation expense for equity awards is based on the grant date fair value of the awards. Compensation expense is recognized ratably over the vesting period for awards with time-based vesting and awards with market-based vesting conditions (e.g., total shareholder return). For awards with performance-based vesting determined by Company operating criteria, the Company recognizes compensation expense at the date the achievement of performance criteria is deemed probable for the amount which would have been recognized ratably from the date of the grant through the date the achievement of performance criteria is deemed probable, and then ratably from the date the achievement of performance criteria is deemed probable through the remainder of the vesting period. The Company utilized a third-party valuation firm to measure the grant date fair value of restricted stock unit awards with market-based criteria using the Monte Carlo model. All market-based awards expired on March 15, 2024. All time-based awards expired on March 15, 2025. Forfeitures were recorded on an actual basis.

Concentration of Credit Risk

Concentrations of credit risk arise when a number of operators, tenants, or obligors related to the Company’s investments are engaged in similar business activities, or activities in the same geographic region, or have similar economic features that would cause their ability to meet contractual obligations, including those to the Company, to be similarly affected by changes in economic conditions. Management believes the Company’s portfolio is reasonably diversified and does not contain any significant concentrations of credit risk. As of September 30, 2025, the Company has two tenants that comprise 14.4% and 10.6%, respectively, of annualized base rent, with no other tenants exceeding 10.0% of annualized base rent. The Company’s portfolio of eight Consolidated Properties and five Unconsolidated Properties was diversified by location across six states. For the nine months ended September 30, 2025, of the eight consolidated properties, approximately 54.5% of our total rental income was concentrated in Florida.

Earnings (Loss) per Share

The Company has three classes of common stock. The rights, including the liquidation and dividend rights, of the holders of the Company’s Class A common shares and Class C non-voting common shares are identical, except with respect to voting. As the liquidation and dividend rights are identical, the undistributed earnings are allocated on a proportionate basis. The net earnings (loss) per share amounts are the same for Class A and Class C common shares because the holders of each class are legally entitled to equal per share distributions whether through dividends or in liquidation. Since August 29, 2018, all outstanding Class C common shares had been exchanged for Class A common shares and there are currently no Class C common shares outstanding.

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Class B non-economic common shares are excluded from earnings per share computations as they do not have economic rights. As of December 31, 2020, all outstanding Class B common shares had been surrendered and there are currently no Class B common shares outstanding.

All outstanding non-vested shares that contain non-forfeitable rights to dividends are considered participating securities and are included in computing earnings per share pursuant to the two-class method which specifies that all outstanding non-vested share-based payment awards that contain non-forfeitable rights to distributions are considered participating securities and should be included in the computation of earnings per share.

Recently Issued Accounting Pronouncements

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures that requires public companies to annually (1) disclose specific categories in the rate reconciliation and (2) provide additional information for reconciling items that meet a quantitative threshold (if the effect of those reconciling items is equal to or greater than five percent of the amount computed by multiplying pretax income or loss by the applicable statutory income tax rate). ASU 2023-09 will be effective for the fiscal years beginning after December 15, 2024. The Company is currently evaluating the impact on its consolidated financial statements.

In January 2025, the FASB issued ASU 2025-01, “Clarifying the Effective Date” as an update to ASU 2024-03, “Disaggregation of Income Statement Expenses” (ASU 2024-03”). ASU 2024-03 requires enhanced disclosures regarding income statement expenses, including disaggregation of significant categories such as depreciation and amortization of real estate assets, property operating expenses and employee compensation, within relevant expense captions presented in the income statement. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 31, 2027. The Company is currently evaluating the impact on its financial statement disclosures.

Note 3 – Lease Intangible Assets and Liabilities

The following tables summarize the Company’s lease intangible assets (acquired in-place leases and above-market leases) and liabilities (acquired below-market leases, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets), net of accumulated amortization, as of September 30, 2025 and December 31, 2024 (in thousands):


September 30, 2025
	Gross		Accumulated
Lease Intangible Assets	Asset		Amortization			Balance
In-place leases, net	$	2,858	$	(1,957	)	$	901
Above-market leases, net		534		(534	)		-
Total	$	3,392	$	(2,491	)	$	901


	Gross			Accumulated
Lease Intangible Liabilities	Liability			Amortization		Balance
Below-market leases, net	$	(1,865	)	$	847	$	(1,018	)
Total	$	(1,865	)	$	847	$	(1,018	)


December 31, 2024
	Gross		Accumulated
Lease Intangible Assets	Asset		Amortization			Balance
In-place leases, net	$	2,858	$	(1,838	)	$	1,020
Above-market leases, net	$	534	$	(507	)	$	27
Total	$	3,392	$	(2,345	)	$	1,047


	Gross			Accumulated
Lease Intangible Liabilities	Liability			Amortization		Balance
Below-market leases, net	$	(1,865	)	$	785	$	(1,080	)
Total	$	(1,865	)	$	785	$	(1,080	)

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Amortization of acquired below-market leases, net of acquired above-market leases, resulted in additional rental income of $20.7 thousand and a reduction in rental income of $18.6 thousand for the three months ended September 30, 2025 and 2024, respectively and additional rental income of $35.3 thousand and $7.0 thousand for the nine months ended September 30, 2025 and 2024, respectively. Amortization of an acquired below-market ground lease resulted in additional property expense of $50.7 thousand for the three months ended September 30, 2025 and 2024, respectively and $0.2 million for the nine months ended September 30, 2025 and 2024, respectively. Amortization of acquired in-place leases resulted in additional depreciation and amortization expense of $22.9 thousand and $.01 million for the three months ended September 30, 2025 and 2024 and $0.1 million and $0.3 million for the nine months ended September 30, 2025 and 2024, respectively. Future amortization of these lease intangibles is set forth below (in thousands):


	(Above) / below market leases, net		Below market ground lease		In-place leases
Remainder of 2025	$	21	$	51	$	24
2026		83		203		92
2027		83		203		92
2028		82		203		92
2029		82		203		92
2030		83		203		92
Thereafter		584		8,621		417

Note 4 – Investments in Unconsolidated Entities

The Company conducts a portion of its property rental activities through investments in unconsolidated entities. The Company’s partners in these unconsolidated entities are unrelated real estate entities or commercial enterprises. The Company and its partners in these unconsolidated entities make initial and/or ongoing capital contributions to these unconsolidated entities. The obligations to make capital contributions are governed by each unconsolidated entity’s respective operating agreement and related governing documents.

During the nine months ended September 30, 2025, the Company sold its remaining interest in the SPS Portfolio Holdings II LLC joint venture to an affiliate of its joint venture partner and recognized a loss of $1.4 million on the sale. As of September 30, 2025, the Company had investments in five unconsolidated entities as follows:


		Seritage %	# of	Total
Unconsolidated Entities	Entity Partner(s)	Ownership	Properties	GLA
GS Portfolio Holdings (2017) LLC ("GGP II JV")	Brookfield Properties Retail (formerly GGP Inc.)	50.0%	1		93,500
Mark 302 JV LLC ("Mark 302 JV")	An investment fund managed by Invesco Real Estate	50.0%	1		51,500
SI UTC LLC ("UTC JV")	A separate account advised by Invesco Real Estate	50.0%	1		106,200
Tech Ridge JV Holding LLC ("Tech Ridge JV")	An affiliate of RD Management	50.0%	1		—
Landmark Land Holdings, LLC ("Landmark JV")	The Howard Hughes Corporation and Foulger-Pratt	31.3%	1		—
			5		251,200

In certain circumstances, when the Company has contributed properties to unconsolidated entities in exchange for equity interests in those unconsolidated entities, the transaction price attributed to the property at the closing (the “Contribution Value”) is subject to revaluation as defined in the respective unconsolidated entity agreements, which may result in an adjustment to the gain or loss recognized. If the Contribution Value is subject to revaluation, the Company initially recognizes the gain or loss at the value that is the expected amount within the range of possible outcomes and will re-evaluate the expected amount on a quarterly basis through the final determination date.

Upon revaluation, the primary inputs in determining the Contribution Value will be updated for actual results and may result in a cash settlement or capital account adjustment between the unconsolidated entity partners, as well as an adjustment to the initial gain or loss.

Each reporting period, the Company re-analyzes the primary inputs that determine the Contribution Value and the gain or loss for those unconsolidated entities subject to a revaluation. As of September 30, 2025, the Company has one remaining instance where the

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Contribution Value is subject to a revaluation under certain conditions. The Company did not recognize any gains or loss on revaluation during the nine months ended September 30, 2025 and 2024.

Summarized Financial Information for Unconsolidated Entities

The following tables present summarized financial data for UTC JV (in thousands):


	September 30, 2025			December 31, 2024
ASSETS
Investment in real estate
Land	$	27,992		$	27,992
Buildings and improvements		149,121			149,628
Accumulated depreciation		(15,996	)		(11,943	)
		161,117			165,677
Construction in progress		3,394			3,013
Net investment in real estate		164,511			168,690
Cash and cash equivalents		1,749			2,839
Tenant and other receivables, net		11,590			11,408
Other assets, net		10,494			11,131
Total assets	$	188,344		$	194,068

LIABILITIES AND MEMBERS' INTERESTS
Accounts payable, accrued expenses and other liabilities		4,566			6,335
Total liabilities		4,566			6,335

Members' Interest
Total members' interest		183,778			187,733
Total liabilities and members' interest	$	188,344		$	194,068
Carrying value of Company's investments in equity investments	$	96,550		$	98,587


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Total revenue	$	4,368		$	5,371		$	14,202		$	14,420
Property operating expenses		(1,149	)		(1,497	)		(2,438	)		(3,843	)
Depreciation and amortization		(1,636	)		(1,564	)		(4,893	)		(4,604	)
Operating income		1,583			2,310			6,871			5,973
Other income (expenses)		164			(127	)		(129	)		(472	)
Net income	$	1,747		$	2,183		$	6,742		$	5,501
Equity in income of unconsolidated entities (1)	$	909		$	1,128		$	3,515		$	2,862

(1)

Equity in income (loss) of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments.

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Summarized Financial Information for Unconsolidated Entities

The following tables present combined condensed financial data for all of the Company’s Unconsolidated Entities, excluding UTC JV (in thousands):


	September 30, 2025			December 31, 2024
ASSETS
Investment in real estate
Land	$	82,214		$	88,153
Buildings and improvements		40,908			74,644
Accumulated depreciation		(10,078	)		(30,854	)
		113,044			131,943
Construction in progress		73,990			64,212
Net investment in real estate		187,034			196,155
Cash and cash equivalents		7,578			18,164
Tenant and other receivables, net		66			35
Other assets, net		17,106			17,921
Total assets	$	211,784		$	232,275

LIABILITIES AND MEMBERS' INTERESTS
Liabilities
Accounts payable, accrued expenses and other liabilities		17,160			12,194
Total liabilities		17,160			12,194

Members' Interest
Total members' interest		194,624			220,081
Total liabilities and members' interest	$	211,784		$	232,275
Carrying value of Company's investments in equity investments	$	67,912		$	91,112


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Total revenue	$	915		$	285		$	1,899		$	1,179
Property operating expenses		(1,077	)		(1,236	)		(2,966	)		(3,732	)
Depreciation and amortization		(383	)		(1,046	)		(2,079	)		(3,141	)
Operating loss		(545	)		(1,997	)		(3,146	)		(5,694	)
Other income (expenses)		67			54			224			(53	)
Gains (losses) and (impairments)		-			-			-			3
Net loss	$	(478	)	$	(1,943	)	$	(2,922	)	$	(5,744	)
Equity in loss of unconsolidated entities (1)	$	(265	)	$	(1,010	)	$	(10,043	)	$	(2,931	)

(1)

Equity in income (loss) of unconsolidated entities on the condensed consolidated statements of operations includes basis difference adjustments.

The Company shares in the profits and losses of these unconsolidated entities generally in accordance with the Company’s respective equity interests. In some instances, the Company may recognize profits and losses related to investment in an unconsolidated entity that differ from the Company’s equity interest in the unconsolidated entity. This may arise from impairments that the Company recognizes related to its investment that differ from the impairments the unconsolidated entity recognizes with respect to its assets, differences between the Company’s basis in assets it has transferred to the unconsolidated entity and the unconsolidated entity’s basis in those assets or other items. The Company utilizes appraisals and third-party prepared fair value estimates as well as negotiated offers to sell the investments for the impairment analysis. The Company did not record an other-than-temporary loss for the three months ended September 30, 2025. The Company recorded $8.5 million in other-than-temporary impairment losses in investments in unconsolidated entities for the nine months ended September 30, 2025. The Company did not record any other-than-temporary impairment losses for the three and nine months ended September 30, 2024.

As of September 30, 2025, the Company has put rights for one asset in one of its joint ventures, however since this property is vacant, the 50% occupancy threshold to exercise this put right has not been met.

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The Company’s partners assess impairment on its underlying assets pursuant to ASC 360, Property, Plant and Equipment, and did not record any impairments on unconsolidated properties for the three and nine months ended September 30, 2025 and 2024.

Unconsolidated Entity Management and Related Fees

The Company acts as the operating partner and day-to-day manager for the Mark 302 JV, the UTC JV, and Tech Ridge JV. The Company is entitled to receive certain fees for providing management, leasing, and construction supervision services to certain of its unconsolidated entities. Refer to Note 2 for the Company’s accounting policies. The Company recorded $0.2 million and $0.3 million from these services for the three months ended September 30, 2025 and 2024, respectively, and $0.5 million and $0.4 million from these services for the nine months ended September 30, 2025 and 2024, respectively.

Note 5 – Leases

Lessor Disclosures

Future minimum rental receipts, excluding variable payments, tenant reimbursements of expenses and rents related to tenants in default, under non-cancelable operating leases executed as of September 30, 2025 is approximately as follows (in thousands):


	September 30, 2025
Remainder of 2025	$	3,900
2026		16,470
2027		16,594
2028		14,113
2029		13,052
2030		12,891
Thereafter		52,440
Total	$	129,460

The components of lease revenues for the three and nine months ended September 30, 2025 and 2024 were as follows (in thousands):


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Fixed rental income	$	3,234	$	1,558	$	9,332

Seritage Growth Properties 10-Q