ｾﾘﾃｰｼﾞｸﾞﾛｰｽﾌﾟﾛﾊﾟﾃｨｰｽﾞの四半期報告

--12-310001628063Q3falsehttp://fasb.org/us-gaap/2025#ManagementServiceMemberhttp://fasb.org/us-gaap/2025#ManagementServiceMemberhttp://fasb.org/us-gaap/2025#ManagementServiceMemberhttp://fasb.org/us-gaap/2025#ManagementServiceMember66.67onehttp://fasb.org/us-gaap/2025#TenantImprovementshttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrenthttp://fasb.org/us-gaap/2025#LeaseIncomehttp://fasb.org/us-gaap/2025#LeaseIncomehttp://fasb.org/us-gaap/2025#LeaseIncomehttp://fasb.org/us-gaap/2025#LeaseIncomehttp://fasb.org/us-gaap/2025#PrepaidExpenseAndOtherAssetshttp://fasb.org/us-gaap/2025#PrepaidExpenseAndOtherAssetshttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrenthttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrenthttp://fasb.org/us-gaap/2025#AccountsAndOtherReceivablesNetCurrenthttp://fasb.org/us-gaap/2025#AccountsAndOtherReceivablesNetCurrenthttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrenthttp://fasb.org/us-gaap/2025#AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrentOctober 29, 2025December 31, 2025January 15, 2026July 23, 2025September 30, 2025October 15, 2025May 8, 2025June 30, 2025July 15, 2025February 26, 2025March 31, 2025April 15, 2025October 28, 2024December 31, 2024July 31, 2024September 30, 2024October 15, 2024May 2, 2024June 28, 2024July 15, 2024February 29, 2024March 29, 2024April 15, 2024Onehttp://fasb.org/srt/2025#ChiefExecutiveOfficerMember0001628063srg:UnconsolidatedEntitiesExcludingUtcJvMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2025-01-012025-09-300001628063srg:TermLoanFacilityMember2023-02-020001628063us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-12-310001628063us-gaap:NoncontrollingInterestMember2024-06-300001628063srt:MinimumMember2025-01-012025-09-300001628063us-gaap:FairValueInputsLevel3Membersrg:LossOnImpairmentMember2025-07-012025-09-300001628063us-gaap:FairValueInputsLevel2Member2024-12-310001628063us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-12-310001628063us-gaap:NoncontrollingInterestMember2025-09-300001628063us-gaap:RetainedEarningsMember2024-06-300001628063us-gaap:ManagementServiceMember2025-01-012025-09-300001628063srt:MinimumMemberus-gaap:BuildingMember2025-09-300001628063srg:BrookfieldPropertiesRetailTwoMember2025-09-300001628063srg:TimeBasedRestrictedSharesAndRestrictedShareUnitsMember2025-09-3000016280632025-07-280001628063us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-01-012024-09-3000016280632023-12-310001628063us-gaap:RetainedEarningsMember2024-01-012024-09-300001628063srg:SeriesACumulativeRedeemablePreferredSharesMember2022-12-1400016280632024-09-300001628063us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-06-300001628063us-gaap:FairValueInputsLevel3Membersrg:LossOnImpairmentMember2024-01-012024-09-300001628063us-gaap:ConsolidatedPropertiesMembersrg:RealEstateInvestmentTrustMember2025-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMembersrg:IncrementalFundingFacilityMember2018-07-310001628063us-gaap:AdditionalPaidInCapitalMember2024-06-300001628063us-gaap:LeasesAcquiredInPlaceMember2024-07-012024-09-300001628063srg:SearsHoldingsCorporationMember2015-07-070001628063srg:Mark302JvUtcJvAndTechRidgeJvMember2024-01-012024-09-3000016280632024-01-012024-09-300001628063us-gaap:LeasesAcquiredInPlaceMember2024-01-012024-09-300001628063us-gaap:AdditionalPaidInCapitalMember2024-01-012024-09-300001628063us-gaap:CommonClassAMember2025-09-300001628063us-gaap:AboveMarketLeasesMember2025-09-300001628063srg:UnconsolidatedEntitiesExcludingUtcJvMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-01-012024-09-300001628063srt:MinimumMembersrg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2025-01-012025-09-300001628063us-gaap:SeriesAPreferredStockMember2025-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2018-07-310001628063us-gaap:CommonClassBMember2025-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMembersrg:IncrementalFundingFacilityMember2025-09-300001628063us-gaap:CommonClassAMember2015-07-070001628063srg:UnconsolidatedEntitiesExcludingUtcJvMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-12-310001628063us-gaap:FairValueInputsLevel3Membersrg:LossOnImpairmentMember2025-01-012025-09-300001628063us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2025-06-300001628063srg:UnrestrictedCashMembersrg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMembersrt:MaximumMember2020-05-050001628063us-gaap:RetainedEarningsMember2023-12-310001628063us-gaap:FairValueInputsLevel2Member2025-09-300001628063us-gaap:RetainedEarningsMember2024-12-310001628063us-gaap:ValuationTechniqueDiscountedCashFlowMember2024-01-012024-12-310001628063us-gaap:RestrictedStockMemberus-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001628063us-gaap:RetainedEarningsMember2025-09-300001628063us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-09-300001628063us-gaap:RestrictedStockMember2024-09-300001628063us-gaap:CommonClassCMember2025-11-130001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2024-11-202024-11-200001628063us-gaap:SubsequentEventMembersrg:UnconsolidatedPropertyMember2025-11-142025-11-1400016280632024-05-012024-05-010001628063us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-09-300001628063us-gaap:PreferredStockMemberus-gaap:SeriesAPreferredStockMember2024-06-300001628063us-gaap:CommonClassAMember2025-07-012025-09-300001628063us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMembersrg:ImpairedRealEstateAssetsMember2024-12-310001628063srg:TermLoanFacilityMember2025-09-300001628063srg:SearsHoldingsCorporationMember2015-07-062015-07-070001628063srg:RealEstateInvestmentTrustMemberus-gaap:WhollyOwnedPropertiesMember2025-09-300001628063us-gaap:LandBuildingsAndImprovementsMembersrt:MinimumMember2025-09-300001628063us-gaap:SeriesAPreferredStockMembersrg:S2024Q2DividendsMember2025-01-012025-09-300001628063us-gaap:LeasesAcquiredInPlaceMember2025-09-300001628063us-gaap:NoncontrollingInterestMember2023-12-310001628063srg:S2024Q4DividendsMemberus-gaap:SeriesAPreferredStockMember2025-01-012025-09-300001628063srg:Covid19PandemicMember2025-01-012025-09-300001628063us-gaap:BuildingMembersrt:MaximumMember2025-09-300001628063srg:InitialFundingMembersrg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2018-07-310001628063us-gaap:LandBuildingsAndImprovementsMembersrt:MaximumMember2025-09-300001628063srg:InitialFundingMembersrg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2025-09-3000016280632025-07-012025-09-3000016280632024-07-012024-09-300001628063us-gaap:NoncontrollingInterestMember2024-07-012024-09-3000016280632025-09-300001628063us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300001628063us-gaap:CommonClassAMember2024-07-012024-09-300001628063srg:UnconsolidatedEntitiesMember2024-12-310001628063srg:TimeBasedRestrictedSharesAndRestrictedShareUnitsMember2025-01-012025-09-300001628063us-gaap:RetainedEarningsMember2024-09-300001628063us-gaap:PreferredStockMemberus-gaap:SeriesAPreferredStockMember2025-09-300001628063us-gaap:OperatingSegmentsMember2024-01-012024-09-300001628063srt:ChiefFinancialOfficerMember2025-07-012025-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2025-07-302025-07-300001628063srg:InvescoRealEstateMember2025-09-300001628063srg:ConsolidatedPropertiesWithContingenciesMemberus-gaap:SubsequentEventMember2025-11-142025-11-140001628063srg:UnconsolidatedEntitiesIncludingUtcJvMember2025-07-012025-09-300001628063stpr:FL2025-01-012025-09-300001628063us-gaap:CommonClassAMember2024-01-012024-09-300001628063us-gaap:RetainedEarningsMember2025-01-012025-09-300001628063srg:BrookfieldPropertiesRetailTwoMember2025-01-012025-09-300001628063srg:TenantImprovementsMember2025-09-300001628063us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsNonrecurringMembersrg:OtherThanTemporaryImpairedInvestmentsInUnconsolidatedEntitiesMember2025-09-300001628063srg:TenantOneMember2025-01-012025-09-300001628063srg:SearsHoldingsCorporationMembersrg:OperatingPartnershipMemberus-gaap:BeneficialOwnerMemberus-gaap:CommonClassAMember2025-09-300001628063srg:UnconsolidatedEntitiesExcludingUtcJvMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-07-012024-09-300001628063us-gaap:LeasesAcquiredInPlaceMember2025-07-012025-09-300001628063us-gaap:SeriesAPreferredStockMemberus-gaap:PreferredStockMember2024-12-310001628063us-gaap:VariableInterestEntityPrimaryBeneficiaryMember2025-09-300001628063srg:ClassBNonEconomicCommonSharesMember2025-09-300001628063srg:Mark302JvUtcJvAndTechRidgeJvMember2024-07-012024-09-300001628063us-gaap:OperatingSegmentsMember2025-01-012025-09-3000016280632024-06-300001628063us-gaap:NoncontrollingInterestMember2024-01-012024-09-300001628063srg:TermLoanFacilityMember2023-02-022023-02-020001628063srg:PropertyOperatingExpenseMember2025-07-012025-09-300001628063srg:Mark302JvUtcJvAndTechRidgeJvMember2025-01-012025-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2018-07-312018-07-310001628063us-gaap:SeriesAPreferredStockMembersrg:S2025Q4DividendsMember2025-01-012025-09-300001628063srg:UnconsolidatedEntitiesIncludingUtcJvMember2025-09-3000016280632024-01-012024-12-310001628063srg:PropertyOperatingExpenseMember2024-07-012024-09-300001628063us-gaap:AdditionalPaidInCapitalMember2025-01-012025-09-300001628063us-gaap:AdditionalPaidInCapitalMember2024-07-012024-09-300001628063us-gaap:CommonClassAMember2025-01-012025-09-3000016280632025-06-300001628063us-gaap:CommonClassAMember2024-12-3100016280632022-01-012022-03-310001628063us-gaap:OperatingSegmentsMember2025-07-012025-09-300001628063us-gaap:PreferredStockMemberus-gaap:SeriesAPreferredStockMember2024-09-300001628063us-gaap:RestrictedStockMember2025-09-300001628063srg:SPSPortfolioHoldingsIILLCMember2025-01-012025-09-300001628063srg:TheHowardHughesCorporationAndFoulgerPrattMember2025-01-012025-09-300001628063srg:PropertyOperatingExpenseMember2025-01-012025-09-300001628063srt:ChiefFinancialOfficerMember2024-01-012024-09-300001628063srg:TheHowardHughesCorporationAndFoulgerPrattMember2025-09-300001628063srt:MinimumMember2022-01-012022-12-310001628063us-gaap:CommonStockMemberus-gaap:CommonClassAMember2024-06-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2023-07-312023-07-310001628063srg:UnconsolidatedEntitiesIncludingUtcJvMember2024-07-012024-09-300001628063srg:OperatingPartnershipMember2025-09-300001628063srt:ChiefFinancialOfficerMember2022-01-142022-01-140001628063srg:UnconsolidatedEntitiesIncludingUtcJvMember2024-01-012024-09-300001628063us-gaap:AdditionalPaidInCapitalMember2023-12-310001628063srg:TenantTwoMember2025-01-012025-09-300001628063us-gaap:FairValueMeasurementsNonrecurringMemberus-gaap:FairValueInputsLevel1Membersrg:ImpairedRealEstateAssetsMember2025-09-300001628063us-gaap:AdditionalPaidInCapitalMember2025-09-300001628063srg:RDManagementMember2025-09-300001628063us-gaap:RestrictedStockMemberus-gaap:GeneralAndAdministrativeExpenseMember2025-07-012025-09-300001628063us-gaap:LeasesAcquiredInPlaceMember2024-12-310001628063us-gaap:GeneralAndAdministrativeExpenseMember2025-07-012025-09-300001628063us-gaap:FairValueInputsLevel3Membersrg:LossOnImpairmentMember2024-07-012024-09-3000016280632025-01-012025-09-300001628063us-gaap:SeriesAPreferredStockMembersrg:S2024Q1DividendsMember2025-01-012025-09-300001628063us-gaap:CommonStockMemberus-gaap:CommonClassAMember2023-12-310001628063srg:UnconsolidatedEntitiesIncludingUtcJvMember2024-12-310001628063srg:UnconsolidatedEntitiesExcludingUtcJvMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2025-09-300001628063srg:InvescoRealEstateMember2025-01-012025-09-300001628063us-gaap:RetainedEarningsMember2024-07-012024-09-300001628063us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-09-300001628063srg:SeriesACumulativeRedeemablePreferredSharesMember2017-12-310001628063srg:RealEstateInvestmentTrustMembersrg:UnconsolidatedPropertyMember2024-01-012024-09-300001628063us-gaap:LeasesAcquiredInPlaceMember2025-01-012025-09-3000016280632024-12-310001628063srg:UnconsolidatedEntitiesMember2025-09-300001628063srg:S2025Q1DividendsMemberus-gaap:SeriesAPreferredStockMember2025-01-012025-09-300001628063srg:BelowMarketGroundLeasesMember2025-09-300001628063us-gaap:SeriesAPreferredStockMembersrg:S2025Q2DividendsMember2025-01-012025-09-300001628063us-gaap:NoncontrollingInterestMember2025-06-300001628063us-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001628063srg:FormerChairmanMembersrg:VotingAndSupportAgreementMember2025-09-300001628063us-gaap:SeriesAPreferredStockMember2024-12-310001628063us-gaap:NoncontrollingInterestMember2025-01-012025-09-300001628063us-gaap:RetainedEarningsMember2025-06-300001628063us-gaap:AboveMarketLeasesMember2024-12-310001628063srg:InvescoRealEstateTwoMember2025-01-012025-09-300001628063us-gaap:SeriesAPreferredStockMembersrg:S2024Q3DividendsMember2025-01-012025-09-300001628063us-gaap:AdditionalPaidInCapitalMember2024-12-310001628063us-gaap:CommonStockMemberus-gaap:CommonClassAMember2025-01-012025-09-3000016280632025-07-282025-07-280001628063srg:TermLoanFacilityMember2025-01-012025-09-300001628063us-gaap:CommonClassAMember2025-11-130001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2025-09-300001628063us-gaap:NoncontrollingInterestMember2024-12-310001628063us-gaap:CommonClassBMember2025-11-130001628063us-gaap:FairValueMeasurementsNonrecurringMembersrg:OtherThanTemporaryImpairedInvestmentsInUnconsolidatedEntitiesMember2025-09-300001628063srg:SeriesACumulativeRedeemablePreferredSharesMember2017-01-012017-12-310001628063srg:RealEstateInvestmentTrustMember2025-09-300001628063srg:NegotiatingSalesMemberus-gaap:ConsolidatedPropertiesMemberus-gaap:SubsequentEventMember2025-11-142025-11-140001628063us-gaap:RestrictedStockMember2024-01-012024-09-300001628063us-gaap:CommonClassCMember2025-09-300001628063srg:Mark302JvUtcJvAndTechRidgeJvMember2025-07-012025-09-300001628063us-gaap:NoncontrollingInterestMember2024-09-300001628063srg:PropertyOperatingExpenseMember2024-01-012024-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2025-01-012025-09-300001628063srg:SeritageGrowthProperties2015SharePlanMember2015-07-070001628063us-gaap:PreferredStockMemberus-gaap:SeriesAPreferredStockMember2023-12-310001628063us-gaap:ConsolidatedPropertiesMembersrg:RealEstateInvestmentTrustMember2025-01-012025-03-310001628063us-gaap:AdditionalPaidInCapitalMember2024-09-300001628063srg:TermLoanFacilityMember2025-07-302025-07-300001628063us-gaap:ConsolidatedPropertiesMemberus-gaap:SubsequentEventMember2025-11-142025-11-140001628063srg:S2025Q3DividendsMemberus-gaap:SeriesAPreferredStockMember2025-01-012025-09-300001628063srt:ChiefFinancialOfficerMember2025-01-012025-09-300001628063us-gaap:RestrictedStockMember2024-12-310001628063us-gaap:SeriesAPreferredStockMember2025-01-012025-09-300001628063us-gaap:RestrictedStockMemberus-gaap:GeneralAndAdministrativeExpenseMember2024-07-012024-09-300001628063us-gaap:OperatingSegmentsMember2024-07-012024-09-300001628063srg:UnconsolidatedPropertyMember2025-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMembersrt:MaximumMember2025-01-012025-09-300001628063us-gaap:FairValueMeasurementsNonrecurringMembersrg:ImpairedRealEstateAssetsMember2024-12-310001628063srg:UnconsolidatedEntitiesVenturesMember2025-01-012025-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2020-05-050001628063us-gaap:RetainedEarningsMember2025-07-012025-09-300001628063us-gaap:RestrictedStockMember2025-01-012025-09-300001628063srg:BerkshireHathawayLifeInsuranceCompanyMembersrg:TermLoanFacilityMember2020-05-052020-05-050001628063srt:ChiefFinancialOfficerMember2024-07-012024-09-300001628063srg:UnconsolidatedEntitiesExcludingUtcJvMemberus-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2025-07-012025-09-300001628063us-gaap:RestrictedStockMemberus-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-09-300001628063us-gaap:AdditionalPaidInCapitalMember2025-06-300001628063us-gaap:FairValueMeasurementsNonrecurringMembersrg:ImpairedRealEstateAssetsMember2025-09-300001628063srg:InvescoRealEstateTwoMember2025-09-300001628063srg:RDManagementMember2025-01-012025-09-300001628063srg:TimeBasedRestrictedSharesAndRestrictedShareUnitsMember2024-12-310001628063srg:SeriesACumulativeRedeemablePreferredSharesMember2025-01-012025-09-300001628063srg:UnconsolidatedEntitiesIncludingUtcJvMember2025-01-012025-09-30srg:Segmentxbrli:puresrg:Acresutr:sqftxbrli:sharessrg:Entityiso4217:USDxbrli:sharessrg:Tenantsrg:JointVentureiso4217:USDsrg:Propertysrg:State

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. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

- 3 -

SERITAGE GROWTH PROPERTIES

(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.

- 4 -

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.

- 5 -

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.

- 7 -

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 included in our Annual Report on Form 10-K, (the “Annual Report”), for the year ended December 31, 2024.

- 9 -

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.

- 11 -

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.

- 12 -

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.

- 13 -

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	)

- 14 -

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 Contribution Value is subject to a revaluation under certain conditions.

- 15 -

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.

- 16 -

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.

- 17 -

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	$	10,366
Variable rental income		1,183		1,365		4,278		2,668
Total rental income	$	4,417	$	2,923	$	13,610	$	13,034

Lessee Disclosures

As of September 30, 2025, the Company has one ground lease which is classified as an operating lease. As of December 31, 2024, the Company had one ground lease and one corporate office lease which were classified as operating leases. As of September 30, 2025, and December 31, 2024, the outstanding amount of right of use, (“ROU”) assets were $10.3 million and $11.5 million, respectively, which is included in prepaid expenses, deferred expenses and other assets, net on the condensed consolidated balance sheets. As of September 30, 2025, and December 31, 2024, the outstanding lease liabilities were $0.6 million and $1.2 million, respectively, which is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

The Company recorded rent expense related to leased corporate office space of $0.2 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively and $1.1 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively. Such rent expense is classified within general and administrative expenses on the condensed consolidated statements of operations.

On May 1, 2024, the Company exercised its early termination right provision of the corporate office lease. This reduced the lease term by 37 months, amending the initial lease end date from August 30, 2028 to July 31, 2025. In connection with electing its termination right, the Company paid a $1.6 million termination fee on May 1, 2024. The termination fee was recorded as an adjustment to the right-of-use asset.

- 18 -

On July 28, 2025, the Company entered into a one year extension for a portion of its office space at a cost of $19.0 thousand per month. The Company is electing a short term lease exemption permissible under ASC 842 as the lease has no option to additionally extend and there are no costs associated with the end of the lease.

In addition, the Company recorded ground rent expense of approximately $11.2 thousand and $33.7 thousand for the three and nine months ended September 30, 2025 and 2024, respectively. Such ground rent expense is classified within property operating expenses on the condensed consolidated statements of operations. The ground lease requires the Company to make fixed annual rental payments and expires in 2073 assuming all extension options are exercised.

As of September 30, 2025, the Company expects to make cash payments on operating leases of $67.6 thousand remaining in 2025, $0.2 million in 2026, $45.0 thousand in 2027, $45.0 thousand in 2028, $45.0 thousand in 2029, $45.0 thousand in 2030 and $1.9 million for the periods thereafter. The present value discount is ($0.6) million.

The following table sets forth information related to the measurement of our lease liabilities as of September 30, 2025:


	September 30, 2025
Weighted-average remaining lease term (in years)		48.3
Weighted-average discount rate		7.52	%
Cash paid for operating leases (in thousands)	$	749

Note 6 – Debt

Term Loan Facility

On July 31, 2018, the Operating Partnership, as borrower, and the Company, as guarantor, entered into a Senior Secured Term Loan Agreement (the “Term Loan Agreement”) providing for a $2.0 billion term loan facility (the “Term Loan Facility”) with Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”) as lender and Berkshire Hathaway as administrative agent. The Term Loan Facility provided for an initial funding of $1.6 billion at closing (the “Initial Funding”) and includes a $400 million incremental funding facility (the “Incremental Funding Facility”) subject to certain conditions described below. On February 2, 2023, the Company made a $230 million voluntary prepayment, reducing the unpaid principal balance to $800 million, and the debt maturity was extended for two years to July 31, 2025. On July 30, 2025, the Company paid a 2% extension fee equal to $4.0 million extending the maturity date to July 31, 2026, as further described below. At September 30, 2025, the unpaid principal balance was $200.0 million.

Funded amounts under the Term Loan Facility bear interest at an annual rate of 7.0% and unfunded amounts under the Incremental Funding Facility are subject to an annual fee of 1.0% until drawn. The Company prepays the annual fee and amortizes the expense to interest expense on the condensed consolidated statements of operations.

The Company’s ability to access the Incremental Funding Facility is subject to (i) the Company achieving rental income from non-Sears Holdings tenants, on an annualized basis (after giving effect to SNO Leases expected to commence rent payment within 12 months) for the fiscal quarter ending prior to the date of incurrence of the Incremental Funding Facility, of not less than $200 million, (ii) the Company’s good faith projection that rental income from non-Sears Holdings tenants (after giving effect to SNO Leases expected to commence rent payment within 12 months) for the succeeding four consecutive fiscal quarters (beginning with the fiscal quarter during which the incremental facility is accessed) will be not less than $200 million, and (iii) the repayment by the Operating Partnership of any deferred interest permitted under the amendment to the Term Loan Amendment as further described below. As of September 30, 2025, the Company has not yet achieved the requirements to access the Incremental Funding Facility.

The Term Loan Facility is guaranteed by the Company and, subject to certain exceptions, is required to be guaranteed by all existing and future subsidiaries of the Operating Partnership. The Term Loan Facility is secured on a first lien basis by a pledge of the capital stock of the direct subsidiaries of the Operating Partnership and the guarantors, including its joint venture interests, except as prohibited by the organizational documents of such entities or any joint venture agreements applicable to such entities, and contains a requirement to provide mortgages and other customary collateral upon the breach of certain financial metrics described below, the occurrence and continuation of an event of default and certain other conditions set forth in the Term Loan Agreement. During 2019, mortgages were recorded on a majority of the Company’s portfolio and during the year ended December 31, 2021, mortgages were recorded on the remaining unmortgaged properties in all but two locations.

The Term Loan Facility includes certain financial metrics to govern springing collateral requirements and certain covenant exceptions set forth in the Term Loan Agreement, including: (i) a total fixed charge coverage ratio of not less than 1.20 to 1.00 for each fiscal quarter; (ii) an unencumbered fixed charge coverage ratio of not less than 1.30 to 1.00 for each fiscal quarter; (iii) a total leverage ratio of not more than 65%; (iv) an unencumbered ratio of not more than 60%; and (v) a minimum net worth of at least $1.2 billion.

- 19 -

Any failure to satisfy any of these financial metrics limits the Company's ability to dispose of assets via sale or joint venture and triggers the springing mortgage and collateral requirements but will not result in an event of default. The Term Loan Facility also includes certain limitations relating to, among other activities, the Company’s ability to: sell assets or merge, consolidate or transfer all or substantially all of its assets; incur additional debt; incur certain liens; enter into, terminate or modify certain material leases and/or the material agreements for the Company’s properties; make certain investments (including limitations on joint ventures) and other restricted payments; pay distributions on or repurchase the Company’s capital stock; and enter into certain transactions with affiliates.

The Term Loan Facility contains customary events of default, including (subject to certain materiality thresholds and grace periods) payment default, material inaccuracy of representations or warranties, and bankruptcy or insolvency proceedings. If there is an event of default, the lenders may declare all or any portion of the outstanding indebtedness to be immediately due and payable, exercise any rights they might have under any of the Term Loan Facility documents, and require the Company to pay a default interest rate on overdue amounts equal to 2.0% in excess of the then applicable interest rate.

As of September 30, 2025, the Company was not in compliance with certain of the financial metrics described above. As a result, the Company was previously required to receive the consent of Berkshire Hathaway to dispose of assets via sale or contribution to another entity and as of June 16, 2022, Berkshire Hathaway had provided such consent for all such transactions submitted for approval. The Third Term Loan Amendment (defined below), executed on June 16, 2022, eliminates this requirement. The Company believes it is in compliance with all other terms and conditions of the Term Loan Agreement.

On May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment (the “Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permits the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, “Available Cash”) is equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership is obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment shall not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest shall accrue interest at 2.0% in excess of the then applicable interest rate and shall be due and payable on the Term Loan maturity date; provided, that the Operating Partnership is required to pay any deferred interest from Available Cash in excess of $30.0 million (unless otherwise agreed to by the administrative agent under the Term Loan Agreement in its sole discretion). In addition, repayment of any outstanding deferred interest is a condition to any borrowings under the $400.0 million incremental funding facility under the Term Loan Agreement. The Company has paid all interest due under the Term Loan Agreement and has not deferred any interest as permitted under the Term Loan Amendment.

On November 24, 2021, the Operating Partnership, the Company and Berkshire Hathaway entered into an amendment (the “Second Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership, the Company and Berkshire Hathaway to which the Operating Partnership, the Company and Berkshire Hathaway mutually agreed that (i) the “make whole” provision in the Senior Secured Term Loan Agreement shall not be applicable to prepayments of principal; and (ii) the Senior Secured Term Loan Agreement, as amended for (i) above, may at the Operating Partnership's election be extended for two years from July 31, 2023 to July 31, 2025 (the “Maturity Date”) if its principal has been reduced to $800 million by July 31, 2023. The outstanding principal balance was reduced to $800 million on February 2, 2023, and the Maturity Date has been extended to July 31, 2025. In all other respects, the Senior Secured Term Loan Agreement remains unchanged.

On June 16, 2022, the Operating Partnership, the Company and Berkshire Hathaway entered into an amendment (the “Third Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership, the Company and Berkshire Hathaway to which the Operating Partnership, the Company and Berkshire Hathaway mutually agreed that notwithstanding anything to the contrary in the asset sale covenant, the parent, borrower, and their respective subsidiaries will be permitted without the consent of the administrative agent to sell, transfer, or otherwise dispose of properties (including but not limited to properties or equity interests of any subsidiary) to unaffiliated third parties for no less than fair market value, provided that the borrower deposits all net proceeds received into a controlled account and the use of such net proceeds will be subject to the terms and conditions of the Term Loan Agreement, including but not limited to the restricted payments and investments/loans covenants.

On November 20, 2024, the Operating Partnership, the Company and Berkshire Hathaway entered into an amendment (the “Fourth Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership, the Company and Berkshire Hathaway pursuant to which the Operating Partnership, the Company and Berkshire Hathaway mutually agreed that the Term Loan Agreement may, at the Operating Partnership’s election, be extended for one year from the Maturity Date to July 31, 2026 if the Operating Partnership pays a 2% extension fee on the then outstanding principal balance as of the Maturity Date.

- 20 -

On July 28, 2025, the Company exercised its extension option and on July 30, 2025, the Company paid a 2% extension fee equal to $4.0 million extending the maturity date to July 31, 2026. The Company also paid an incremental facility fee of $4.0 million. All other terms under the Term Loan Agreement shall remain unchanged during the extension period including the interest rate and the incremental facility fee in accordance with the Term Loan Agreement.

The extension fees paid were recorded as a direct deduction from the carrying amount of the Term Loan Facility and amortized over the remaining term of the Term Loan Agreement. As of September 30, 2025, the unamortized balance of the Company’s extension fees was $3.3 million.

As of September 30, 2025, the Company has paid down $1.4 billion towards the Term Loan Facility’s unpaid principal balance. The aggregate principal amount outstanding under the Term Loan Facility as of September 30, 2025 was $200.0 million.

Note 7 – Income Taxes

The Company had previously elected to be taxed as a REIT as defined under Section 856(a) of the Code for federal income tax purposes upon formation and through December 31, 2021. On March 31, 2022, the Company announced that its Board of Trustees unanimously 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 stockholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2022, the Company is subject to federal, state and local 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 revocation of its REIT status in fiscal year 2022, the Company incurred a one-time, non-cash deferred tax benefit of approximately $161.3 million during the three months ended March 31, 2022. As a result of ongoing operations and sales activity, the Company recognized a deferred tax benefit of $3.2 million and $5.8 million for the three months ended September 30, 2025 and 2024, respectively and $14.5 million and $35.7 million for the nine months ended September 30, 2025 and 2024, respectively. As of September 30, 2025, the Company has recorded a full valuation allowance of $242.4 million against the deferred tax asset (“DTA”) pursuant to ASC 740, as discussed in more detail below. While the Company has recorded a full valuation allowance against its DTAs due to the uncertainty that it will be able to utilize them, if the Company is able to sell assets at prices above its tax basis, the DTAs will be utilized to offset any taxes due on those gains to the extent of the DTAs.

The Company’s effective tax rate of 0% differs from the U.S. statutory rate of 21% in 2025 primarily due to the placement of a valuation allowance on its deferred tax assets.

The significant components of the Company’s deferred tax assets of $242.4 million as of September 30, 2025 consist of book to tax basis differences, net operating losses, and carryover net operating losses. As discussed below, the Company has recorded a full valuation allowance on the deferred tax assets as of September 30, 2025 and December 31, 2024, respectively.

Valuation allowances are recorded related to deferred tax assets based on the “more likely than not” criteria. ASC 740 states that deferred tax assets shall be reduced by a valuation allowance if there is insufficient objectively verifiable evidence to support that it is more likely than not that they will be realized. This evaluation requires significant judgment which should be weighted commensurate with the extent to which the evidence can be objectively verified. Additionally, under ASC 740, forming a conclusion that a valuation allowance is not needed is difficult when there is negative evidence such as cumulative losses in recent years. Given the Company’s history of cumulative losses combined with the fact that the Company’s utilization of deferred tax assets is highly dependent on the outcome of the review of a broad range of strategic alternatives announced by its Board of Trustees and the uncertainty in timing and volume of future property sales, we have deemed that their realization, at this time, cannot be objectively verified. The Company has therefore recorded a full valuation allowance against the Company’s deferred tax assets as of September 30, 2025. The Company will evaluate this position each quarter as verifiable positive evidence becomes available, such as the execution of asset sales, to support the future utilization of the deferred tax assets.

- 21 -

Note 8 – Fair Value Measurements

ASC 820, Fair Value Measurement, defines fair value and establishes a framework for measuring fair value. The objective of fair value is to determine the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (the “exit price”). ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three levels:

Level 1 - quoted prices (unadjusted) in active markets that are accessible at the measurement date for assets or liabilities

Level 2 - observable prices based on inputs not quoted in active markets, but corroborated by market data

Level 3 - unobservable inputs used when little or no market data is available

The fair value hierarchy gives the highest priority to Level 1 inputs and the lowest priority to Level 3 inputs. In determining fair value, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible. The Company also considers counterparty credit risk in its assessment of fair value.

Assets Measured at Fair Value on a Nonrecurring Basis

The following tables present the Company's assets measured at fair value on a non-recurring basis as of September 30, 2025 and December 31, 2024 (in thousands), aggregated by the level in the fair value hierarchy within which those measurements fall:


	Balance		Fair Value Measurements Using
Description	September 30, 2025		(Level 1)		(Level 2)		(Level 3)
Impaired real estate assets	$	128,744	$	128,744	$	-	$	-
Other-than-temporary impaired investments in unconsolidated entities	$	31,075	$	-	$	-	$	31,075

	Balance		Fair Value Measurements Using
Description	December 31, 2024		(Level 1)		(Level 2)		(Level 3)
Impaired real estate assets	$	139,462	$	-	$	-	$	139,462

In accordance with ASC 360-10, Property, Plant and Equipment, the Company reviews the carrying value of its real estate assets at each reporting period. The Company recorded impairment losses of $0.8 million for the three months ended September 30, 2025. No impairments were taken for the three months ended September 30, 2024. The Company recorded impairment losses of $18.8 million and $87.5 million for the nine months ended September 30, 2025 and 2024, respectively, on real estate assets which is included in impairment on real estate assets within the consolidated statements of operations. We continue to evaluate our portfolio, including our development plans and holding periods, which may result in additional impairments in future periods on our consolidated properties.

In accordance with ASC 323, Equity Method and Joint Ventures, the Company reviews the carrying value of its investments in unconsolidated entities at each reporting period. The Company did not record any other-than-temporary losses 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.

For the nine months ended September 30, 2025, the Company estimated fair value based upon the agreed-upon contract sales price, less costs to sell. The Company considers fair values based upon the agreed-upon contract sales price to be classified within Level 1 of the fair value hierarchy. For the year ended December 31, 2024, the Company estimated fair value of certain assets based on a discounted cash flow analysis using a discount rate of 11.0% and residual capitalization rate of 6.75%. As significant inputs to the model are unobservable, the Company has determined that the fair values of these properties are classified within Level 3 of the fair value reporting hierarchy.

Financial Assets and Liabilities not Measured at Fair Value

Financial assets and liabilities that are not measured at fair value on the condensed consolidated balance sheets include cash equivalents and the Term Loan Facility. The fair value of the Term Loan Facility is classified as Level 2. Cash equivalents and restricted cash are carried at cost, which approximates fair value. The fair value of debt obligations is calculated by discounting the future contractual cash flows of these instruments using current risk-adjusted rates available to borrowers with similar credit ratings. As of September 30, 2025 and December 31, 2024, the estimated fair values of the Company’s debt obligations were $196.9 million and $235.7 million, respectively, which approximated the carrying value at such dates as the current risk-adjusted rate approximates the stated rates on the Company’s debt obligations.

- 22 -

Note 9 – Commitments and Contingencies

Insurance

The Company maintains general liability insurance and all-risk property and rental value, with sub-limits for certain perils such as floods and earthquakes on each of the Company’s properties. The Company also maintains coverage for terrorism acts as defined by Terrorism Risk Insurance Program Reauthorization Act, which expires in December 2027.

Insurance premiums are charged directly to each of the properties. The Company will be responsible for deductibles and losses in excess of insurance coverage, which could be material. The Company continues to monitor the state of the insurance market and the scope and costs of coverage for acts of terrorism. However, the Company cannot anticipate what coverage will be available on commercially reasonable terms in the future.

Environmental Matters

Under various federal, state and local laws, ordinances and regulations, the Company may be considered an owner or operator of real property or may have arranged for the disposal or treatment of hazardous or toxic substances. As a result, the Company may be liable for certain costs including removal, remediation, government fines and injuries to persons and property.

Litigation and Other Matters

In accordance with accounting standards regarding loss contingencies, the Company accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and the Company discloses the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued or discloses the fact that such a range of loss cannot be estimated. The Company does not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote.

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 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” and, together with the Sidhu Derivative Action and the Wallen Derivative Action, the “Derivative Actions”). 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 February 13, 2025, the parties to the Sidhu Derivative Action and the Wallen Derivative Action filed a stipulation and proposed order seeking to consolidate the Sidhu Derivative Action and the Wallen Derivative Action and appoint lead counsel. On August 29, 2025, the parties in the Cheroti Derivative Action filed a stipulation and proposed order seeking to stay the Cheroti Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. 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 7, 2025, the parties in the Consolidated Derivative Action filed a stipulation and proposed order seeking to stay the Consolidated Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action.

- 23 -

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.

In addition to the litigation described above, the Company is subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business and due to the current environment. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, that the final outcome of such matters will not have a material effect on the consolidated financial position, results of operations, cash flows or liquidity of the Company.

Note 10 – Related Party Disclosure

Edward S. Lampert

Edward S. Lampert is the Chairman and Chief Executive Officer of ESL, which owns Holdco, and was Chairman of Sears Holdings. Mr. Lampert was also the Chairman of Seritage prior to his retirement effective March 1, 2022.

On July 6, 2022, Mr. Lampert converted all of his remaining Operating Partnership Units (“OP Units”) to Class A common shares. As a result, he no longer holds a direct interest in the Operating Partnership and he owns approximately 23.8% of the outstanding Class A shares as of September 30, 2025.

Winthrop Capital Advisors

On December 29, 2021, the Company entered into a Services Agreement with Winthrop Capital Advisors LLC to provide additional staffing to the Company. On January 7, 2022, the Company announced that John Garilli, an employee of Winthrop, has been appointed interim chief financial officer on a full-time basis, effective January 14, 2022. The Company pays Winthrop a monthly fee of $0.1 million and reimbursement for certain employee expenses. The Company paid Winthrop $0.6 million and $0.5 million during the three months ended September 30, 2025 and 2024, respectively. The Company paid Winthrop $2.3 million and $2.1 million during the nine months ended September 30, 2025 and 2024, respectively.

Unconsolidated Entities

Certain unconsolidated entities have engaged the Company to provide management, leasing, construction supervision and development services at the properties owned by the unconsolidated entities. Refer to Note 2 for the Company’s significant accounting policies.

At September 30, 2025 and December 31, 2024 there was $1.7 million and $3.2 million, respectively, in receivables from unconsolidated entities for reimbursable costs and is included in tenant and other receivables on the consolidated balance sheets. In addition, during the nine months ended September 30, 2025, the Company advanced $1.7 million to one of its joint venture partners pursuant to its joint venture agreement and is included in tenant and other receivables, net. This loan is repaid by preferred distributions from the joint venture. At September 30, 2025 and December 31, 2024, there was $52.9 thousand and $0.1 million, respectively, in payables to unconsolidated entities and is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

At September 30, 2025, the Company has a put right on one property held by one unconsolidated entity, which may require the Company’s partner to buy out the Company’s investment in such property. As of September 30, 2025, the threshold to exercise this put right had not been met. During the three and nine months ended September 30, 2025 and 2024, the Company did not exercise any put rights.

Note 11 – Shareholders’ Equity

Class A Common Shares

As of September 30, 2025, 56,324,607 Class A common shares were issued and outstanding. Class A shares have a par value of $0.01 per share.

Class B Non-Economic Common Shares

As of September 30, 2025, there were no Class B non-economic common shares issued or outstanding.

- 24 -

Series A Preferred Shares

In December 2017, the Company issued 2,800,000 7.00% Series A Cumulative Redeemable Preferred Shares (the “Series A Preferred Shares”) in a public offering at $25.00 per share. The Company received net proceeds from the offering of approximately $66.4 million, after deducting payment of the underwriting discount and offering expenses.

On and after December 14, 2022, the Company may redeem any or all of the Series A Preferred Shares at $25.00 per share plus any accrued and unpaid dividends. The Series A Preferred Shares have no stated maturity, are not subject to any sinking fund or mandatory redemption and will remain outstanding indefinitely unless the Company redeems or otherwise repurchases them or they are converted.

Dividends and Distributions

The Company’s Board of Trustees has not declared dividends on the Company’s Class A common shares during 2025 or 2024. The last dividend on the Company’s Class A and C common shares that the Board of Trustees declared was on February 25, 2019, which was paid on April 11, 2019 to shareholders of record on March 29, 2019.

Our Board of Trustees will determine future distributions following the pay down of the Term Loan Facility.

The Company’s Board of Trustees also declared the following dividends on preferred shares during 2025 and 2024:


			Series A
Declaration Date	Record Date	Payment Date	Preferred Share
2025
October 29	December 31	January 15, 2026	$	0.43750
July 23	September 30	October 15		0.43750
May 8	June 30	July 15		0.43750
February 26	March 31	April 15		0.43750
2024
October 28	December 31	January 15, 2025	$	0.43750
July 31	September 30	October 15		0.43750
May 2	June 28	July 15		0.43750
February 29	March 29	April 15		0.43750

Note 12 – Earnings per Share

The table below provides a reconciliation of net loss and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares. At September 30, 2024, potentially dilutive securities consisted of shares of non-vested restricted stock. There were no shares of unvested restricted stock at September 30, 2025.

All outstanding non-vested shares that contain non-forfeitable rights to dividends are considered participating securities and are included in computing EPS 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 EPS.

- 25 -


(in thousands except per share amounts)	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Numerator - Basic and Diluted
Net loss	$	(12,422	)	$	(21,973	)	$	(63,130	)	$	(142,185	)
Preferred dividends		(1,225	)		(1,225	)		(3,675	)		(3,675	)
Net loss attributable to common shareholders - Basic and Diluted	$	(13,647	)	$	(23,198	)	$	(66,805	)	$	(145,860	)

Denominator - Basic and Diluted
Weighted-average Class A common shares outstanding		56,324			56,268			56,311			56,251
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

Loss per share attributable to Class A common shareholders - Basic	$	(0.24	)	$	(0.41	)	$	(1.19	)	$	(2.59	)
Loss per share attributable to Class A common shareholders - Diluted	$	(0.24	)	$	(0.41	)	$	(1.19	)	$	(2.59	)

No adjustments were made to the numerator for the three and nine months ended September 30, 2025 and 2024, respectively, because the Company generated a net loss. During periods of net loss, undistributed losses are not allocated to the participating securities as they are not required to absorb losses.

No adjustments were made to the denominator for the three and nine months ended September 30, 2024, respectively, because the inclusion of outstanding non-vested restricted shares would have had an anti-dilutive effect. No adjustments were made to the denominator for the three and nine months ended September 30, 2025 as there were no outstanding non-vested restricted shares.

There were no non-vested restricted share outstanding at September 30, 2025. At December 31, 2024, there were 87,899 shares of non-vested restricted shares outstanding.

Note 13 – Share-Based Compensation

On July 7, 2015, the Company adopted the Seritage Growth Properties 2015 Share Plan (the “Plan”). The number of shares of common stock reserved for issuance under the Plan is 3,250,000. The Plan provides for grants of restricted shares, share units, other share-based awards, options, and share appreciation rights, each as defined in the Plan (collectively, the “Awards”). Directors, officers, other employees, and consultants of the Company and its subsidiaries and affiliates are eligible for Awards.

Restricted Shares and Share Units

Pursuant to the Plan, the Company has periodically made grants of restricted shares or share units. The vesting terms of these grants are specific to the individual grant and vary in that a portion of the restricted shares and share units vest in equal annual amounts over the subsequent three years (time-based vesting) and a portion of the restricted shares and share units vest on the third, and in some instances, the fourth anniversary of the grants subject to the achievement of certain performance criteria (performance-based and market-based vesting).

In general, participating employees are required to remain employed for vesting to occur (subject to certain limited exceptions). Restricted shares and share units that do not vest are forfeited. Dividends on restricted shares and share units with time-based vesting are paid to holders of such shares and share units and are not returnable, even if the underlying shares or share units do not ultimately vest. Dividends on restricted shares and share units with performance-based vesting are accrued when declared and paid to holders of such shares on the third, and in some instances, the fourth anniversary of the initial grant subject to the vesting of the underlying shares. See Note 2 for valuation information related to the grants of the awards that are subject to market-based vesting conditions.

- 26 -

The following table summarizes restricted share activity for the grant periods for the nine months ended September 30, 2025:


	Nine Months Ended September 30, 2025
				Weighted-Average
				Grant Date
	Shares			Fair Value
Unvested restricted shares at beginning of period		87,899		$	11.31
Restricted shares vested		(87,899	)		11.31
Unvested restricted shares at end of period		-		$	-

The Company did not recognize any shared base compensation for the three months ended September 30, 2025. The Company recognized $0.3 million in share-based compensation expense related to the restricted shares for the three months ended September 30, 2024, and $0.2 million and $1.2 million for the nine months ended September 30, 2025 and 2024, respectively. Compensation expenses related to the restricted shares are included in general and administrative expenses on the Company’s condensed consolidated statements of operations.

As of September 30, 2025, there were no outstanding restricted shares. As of September 30, 2024, there were approximately $0.5 million of total unrecognized compensation costs related to the outstanding restricted shares which were expected to be recognized over a weighted-average period of approximately 0.4 years.

Note 14 – Segment Reporting

The Company currently operates in a single reportable segment which includes the ownership, development, redevelopment, management, sale and leasing of real estate properties. Substantially all of our revenues are derived from contractual rents and tenant expense reimbursements as outlined within lease agreements. The Company’s CODM, who is our chief 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.

The Company’s CODM regularly reviews the operating results of the Company to determine how to best allocate resources. The Company’s measure of segment profitability is consolidated net loss. The CODM uses consolidated net loss when deciding whether to market a property for sale, make an investment in a property to improve its marketability, or reduce general and administrative expenses. Consolidated net loss is also used to monitor budgeted versus actual results. The measure of segment assets is reported on the consolidated balance sheets as Total assets.

The table below reconciles total segment revenues to consolidated net loss and includes the significant segment expenses regularly provided to and reviewed by the CODM as part of their decision making process (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
	2025			2024			2025			2024
Total revenue	$	4,785		$	3,251		$	14,037		$	13,240
Real estate taxes		(607	)		(971	)		(2,252	)		(3,602	)
Abandoned project costs		—			(5,732	)		—			(5,732	)
Common area maintenance		(2,037	)		(2,422	)		(5,155	)		(6,312	)
Property insurance		(702	)		(1,327	)		(3,089	)		(4,404	)
Personnel expenses (1)		(2,773	)		(3,934	)		(19,177	)		(13,765	)
Interest expense		(5,290	)		(6,051	)		(15,659	)		(19,344	)
Other segment items (2)		(5,723	)		(4,700	)		(31,835	)		(100,694	)
Net loss	$	(12,347	)	$	(21,886	)	$	(63,130	)	$	(140,613	)

(1)

Personnel expenses include expenses related to employee base compensation, bonuses, cash payments in lieu of equity, share based compensation and third-party consulting fees.

(2)

Other segment items include expenses included in the measure of segment loss that are not considered significant. Items that are not considered significant include the following: property utilities, audit and tax fees, office expenses, trustee fees, information and technology costs, legal fees, corporate insurance and other miscellaneous expenses. Other segment items also include the following: depreciation and amortization, gain on sale of real estate, loss on sale of interests in unconsolidated entities, impairment of real estate assets and equity in income (loss) of unconsolidated entities, interest and other income, net and provision for income taxes.

- 27 -

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

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as “approximates,” “believes,” “expects,” “anticipates,” “estimates,” “intends,” “plans,” “projects,” “would,” “may,” “will,” “continue to,” “pro forma” or the opposite of these words and phrases or other similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part 1 of this Quarterly Report.

Overview

Prior to our adoption of the Plan of Sale, we were 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, our 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 and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 85 acres.

Review of Strategic Alternatives

On March 1, 2022, the Company announced that its Board of Trustees has commenced a process to review a broad range of strategic alternatives to enhance shareholder value. The Board of Trustees created a special committee of the Board of Trustees (the “Special Committee”) to oversee the process. The Special Committee retained Barclays as its financial advisor from March 2022 to August 2023 to assist with the strategic review. The Company sought a shareholder vote to approve a proposed plan of sale of our assets and dissolution (the “Plan of Sale”) that would allow our board to sell all of our assets, distribute the net proceeds to shareholders and dissolve the Company.

The 2022 Annual Meeting of Shareholders occurred on October 24, 2022, at which time the Plan of Sale was approved by the shareholders, following our filing of a final proxy statement with the SEC on September 14, 2022. See Note 1 – Organization of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about the 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 that the review process will result in any transaction or that the Company will be successful in fully executing on the Plan of Sale. The Board of Trustees is currently overseeing the Plan of Sale.

Impairment of Real Estate Assets and Investments in Unconsolidated Entities

We recorded an impairment loss of $0.8 million during the three months ended September 30, 2025 as a result of transferring the Aventura, FL property to held for sale which requires the asset be carried at the lower of book value or fair value less costs to sell. For the nine months ended September 30, 2025, we recognized a total of $18.8 million of impairment losses, mostly due to accepting an offer to sell below carrying value, which are included in impairment of real estate assets within the consolidated statements of operations. In addition, we recognized $8.5 million in other-than-temporary impairment losses on our investments in unconsolidated entities during the nine months ended September 30, 2025, which is included in equity in income (loss) of unconsolidated entities within the consolidated statements of operations. We continue to evaluate our portfolio, including our development plans, hold periods and, if applicable, offers received, which may result in additional impairments in future periods on our consolidated properties and investments in unconsolidated entities.

- 28 -

REIT Qualification

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 January 1, 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 for the 2021 tax year and prior tax years, and existing REIT requirements and limitations, including those established by the Company’s organizational documents, remained in place through December 31, 2021. Refer to Note 7 – Income Taxes of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Market Update

The Company continues to face challenging market conditions such as elevated interest rates and the availability of debt and equity capital and continues to assess other potential macroeconomic impacts including supply chain issues and international conflicts associated with tariffs as well as potential labor issues. While interest rates have begun to come down, they remain high relative to 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, 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.

Business Strategies

The Company’s primary objective is to create value for its shareholders through the monetization of the Company's assets through the Plan of Sale, which can be suspended by the Board of Trustees. We look to enhance sale value through leasing our built footprint, densification of our sites, achievement of entitlements and modification of agreements that govern our properties. We continue to position all remaining assets for sale.

Results of Operations

We derive substantially all of our revenue from rents received from tenants under existing leases at each of our properties. This revenue generally includes fixed base rents and recoveries of expenses that we have incurred and that we pass through to the individual tenants, in each case as provided in the respective leases.

Our primary cash expenses consist of our property operating expenses, general and administrative expenses, interest expense, and construction and development related costs. Property operating expenses include: real estate taxes, repairs and maintenance, management fees, insurance, ground lease costs and utilities; general and administrative expenses include payroll, office expenses, professional fees, and other administrative expenses; and interest expense on our term loan facility. In addition, we incur substantial non-cash charges for depreciation of our properties and amortization of intangible assets and liabilities.

- 29 -

Comparison of the Three Months Ended September 30, 2025 to the Three Months Ended September 30, 2024

The following table presents selected data on comparative results from the Company’s condensed consolidated statements of operations for the three months ended September 30, 2025, as compared to the three months ended September 30, 2024 (in thousands):


	Three Months Ended September 30,
	2025			2024			$ Change
Revenue
Rental income	$	4,603		$	2,899		$	1,704
Expenses
Property operating		(3,625	)		(4,258	)		633
Abandoned project costs		—			(5,732	)		5,732
Real estate taxes		(607	)		(971	)		364
Depreciation and amortization		(1,698	)		(4,377	)		2,679
General and administrative		(4,922	)		(7,178	)		2,256
Gain on sale of real estate, net		—			4,184			(4,184	)
Impairment of real estate assets		(800	)		—			(800	)
Equity in income of unconsolidated entities		644			118			526
Interest and other income (expense), net		(834	)		(872	)		38
Interest expense		(5,290	)		(6,051	)		761

Rental Income

Rental income increased by $1.7 million for the three months ended September 30, 2025, compared to the three months ended September 30, 2024, primarily due to an increase in rental income from the Aventura, FL property. The increase was partially offset by property sales of one income producing properties during the third quarter of 2024 and one income producing property in the first quarter of 2025.

Property Operating Expenses

The decrease of $0.6 million in property operating expense for the three months ended September 30, 2025 was primarily due to a decrease in insurance expense of $0.6 million and a decrease in common area maintenance expense of $0.2 million offset by an increase in utility expense of $0.2 million primarily as a result of non-recoverable utility deposits related to sold properties.

Abandoned Project Costs

During the three months ended September 30, 2024, the Company expensed costs that were previously capitalized in construction in progress on account of a tenant that defaulted on its lease prior to opening and predevelopment costs on a property for which the Company is not currently pursuing entitlements.

Real Estate Taxes

Real estate taxes decreased by $0.1 million related to sold properties and by $0.3 million related to prior year’s tax refunds.

Depreciation and Amortization Expenses

The decrease of $2.7 million in depreciation and amortization expenses for the three months ended September 30, 2025 was primarily due to a one time $1.6 million depreciation catch up in 2024 for a property transferring out of held for sale and a one time acceleration of expense of $0.8 million in 2024 related to a building that was ultimately demolished. In September 2025, the Aventura, FL property was transferred to held for sale resulting in a decrease of depreciation of $0.3 million.

- 30 -

General and Administrative Expenses

General and administrative expenses consist of personnel costs, including share-based compensation, professional fees, office expenses and overhead expenses.

The decrease of $2.3 million for the three months ended September 30, 2025 reflects an overall decrease in costs including employee bonuses, share based compensation, consulting expense and personnel costs primarily as a result of decreased staffing.

Gain on Sale of Real Estate

No sales closed during the three months ended September 30, 2025.

During the three months ended September 30, 2024, the Company sold one property for net proceeds of $24.0 million and recorded a net gain of $4.2 million, which is included in gain on sale of real estate, net within the condensed consolidated statements of operations.

Impairment of Real Estate Assets

During the three months ended September 30, 2025, the Company recognized an $0.8 million impairment of real estate assets as a result of the Company transferring the Aventura, FL property to held for sale which requires the asset be carried at the lower of book value or fair value less costs to sell. There were no impairments recognized for the three months ended September 30, 2024.

Equity in Income of Unconsolidated Entities

The increase in equity in income for the three months ended September 30, 2025 was driven by a decrease of losses of $0.5 million related to the sold interests unconsolidated entities and a decrease of losses of $0.2 million related to the Company’s other investments offset by a decrease in income of $0.2 million from the Company’s investment in the UTC JV.

Interest Expense

The decrease of $0.8 million in interest expense for the three months ended September 30, 2025 was driven by partial Term Loan Facility pay downs since the end of the third quarter 2024 offset by the increase of amortization of deferred financing costs.

Comparison of the Nine Months Ended September 30, 2025 to the Nine Months Ended September 30, 2024

The following table presents selected data on comparative results from the Company’s condensed consolidated statements of operations for the nine months ended September 30, 2025, as compared to the nine months ended September 30, 2024 (in thousands):


	Nine Months Ended September 30,
	2025			2024			$ Change
Revenue
Rental income	$	13,586		$	12,790		$	796
Expenses
Property operating		(9,770	)		(12,091	)		2,321
Abandoned project costs		—			(5,732	)		5,732
Real estate taxes		(2,252	)		(3,602	)		1,350
Depreciation and amortization		(5,813	)		(10,860	)		5,047
General and administrative		(26,787	)		(23,244	)		(3,543	)
Gain on sale of real estate, net		8,903			7,357			1,546
Loss on sale of interests in unconsolidated entities		(1,417	)		—			(1,417	)
Impairment of real estate assets		(18,800	)		(87,536	)		68,736
Equity in loss of unconsolidated entities		(6,528	)		(69	)		(6,459	)
Interest and other income (expense), net		956			1,268			(312	)
Interest expense		(15,659	)		(19,344	)		3,685

- 31 -

Rental Income

Rental income increased by $0.8 million for the nine months ended September 30, 2025, compared to the nine months ended September 30, 2024. The increase is primarily driven by the increase of rental income from the Aventura, FL property and a decrease in bad debt expense offset by the sales of four income producing properties.

Property Operating Expenses

The decrease of $2.3 million in property operating expense for the nine months ended September 30, 2025 was primarily due to a decrease in common area expenses of $1.0 million and insurance expense of $1.3 million related to sold properties.

Abandoned Project Costs

During the nine months ended September 30, 2024, the Company expensed costs that were previously capitalized in construction in progress on account of a tenant that defaulted on its lease prior to opening and predevelopment costs on a property which the Company is not currently pursuing entitlements.

Real Estate Taxes

Real estate taxes decreased by $0.9 million related to sold properties and by $0.5 million related to prior year’s tax refunds.

Depreciation and Amortization Expenses

The decrease of $5.0 million in depreciation and amortization expenses for the nine months ended September 30, 2025 was primarily due to property sales, $1.6 million of catch up depreciation as a result of moving a property out of held for sale in 2024 and an acceleration of $0.8 million of depreciation due to the ultimate demolition of on property and was partially offset by an increase in depreciation related to Aventura tenant improvements.

General and Administrative Expenses

General and administrative expenses consist of personnel costs, including share-based compensation, professional fees, office expenses and overhead expenses.

The increase for the nine months ended September 30, 2025 was primarily due to the recognition of severance expense of $6.5 million. The increase was partially offset by a decrease in overall costs including employee bonuses, share based compensation, accounting fees and consulting expense.

Gain on Sale of Real Estate

During the nine months ended September 30, 2025, the Company sold two properties for $52.6 million and recorded a gain totaling $8.9 million which is included in gain on sale of real estate, net within the condensed consolidated statements of operations.

During the nine months ended September 30, 2024, the Company sold ten properties for aggregate consideration of $111.7 million and recorded a gain totaling $7.4 million which is included in gain on sale of real estate, net within the condensed consolidated statements of operations.

Loss on Sale of Interests in Unconsolidated Entities

Impairment of Real Estate Assets

During the nine months ended September 30, 2025, the Company recognized an $18.8 million impairment of real estate assets as a result of the Company agreeing to sell one property at an amount below book value.

During the nine months ended September 30, 2024, the Company recognized a $1.7 million impairment of real estate assets as a result of the Company accepting offers below book value on three properties and an $85.8 million impairment of real estate assets on the Company’s development property in Aventura, FL due to negotiations for rent relief with existing tenants that began during the second quarter of 2024.

- 32 -

Equity in Loss of Unconsolidated Entities

The increase in loss for the nine months ended September 30, 2025 is driven by the recognition of $8.5 million of other-than-temporary impairment losses which was partially offset by an increase in income of $0.7 million from the Company’s investment in the UTC JV and a decrease of losses of $1.4 million related the Company’s other investments, primarily due to the sale of two interests in unconsolidated entities.

Interest and Other Income (Expense), Net

For the nine months ended September 30, 2025 interest income and other income (expense), net decreased by $0.3 million due to a decrease in interest income of $1.2 million due to a decrease in interest rates and a decrease of cash on hand. The increase was offset by a decrease of other expenses of $0.9 million, primarily driven by a decrease in settlement expenses.

Interest Expense

The decrease of $3.7 million in interest expense for the nine months ended September 30, 2025 was driven by partial Term Loan Facility pay downs since the third quarter of 2024, offset by an increase in amortization expense of deferred financing costs.

Liquidity and Capital Resources

Our 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 incurred 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.

Obligations are projected to continue to exceed property rental income and we expect to fund such Obligations and any development expenditures with cash on hand and a combination of capital sources including, but not limited to, sales of Consolidated Properties, sales of interests in Unconsolidated Properties and potential financing transactions, subject to any approvals that may be required under the Term Loan Agreement. Below is our sales activity since we began our capital recycling program:

•

Sales of Consolidated Properties. We began our capital recycling program in July 2017 and have been monetizing assets since. In March of 2022, we elected to terminate our REIT status effective January 1, 2022 in order to remove any restrictions around asset sales. On October 24, 2022, we received shareholder approval of the Plan of Sale.

We sold 90 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $986.8 million of gross proceeds from the beginning of our capital recycling program in July 2017 through the date our REIT status terminated on December 31, 2021;

We sold 40 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $438.1 million of gross proceeds from December 31, 2021, the date we terminated our REIT status, through the approval of the Plan of Sale on October 24, 2022;

From the approval of the Plan of Sale on October 24, 2022 through September 30, 2025, we sold 91 Consolidated Properties, and additional outparcels at certain properties, and generated approximately $1.1 billion of gross proceeds.

•

Sales of interests in Unconsolidated Properties. Certain of our unconsolidated entity agreements also include rights that allow us to sell our interests in select Unconsolidated Properties to our partners at fair market value;

We sold our interests in 15 Unconsolidated Properties and generated approximately $278.1 million of gross proceeds from the beginning of our capital recycling program in July 2017 through the date our REIT status terminated on December 31, 2021;

We sold our interests in 8 Unconsolidated Properties and generated approximately $84.8 million of gross proceeds since we terminated our REIT status on December 31, 2021, through the approval of the Plan of Sale on October 24, 2022;

From the approval of the Plan of Sale on October 24, 2022 through September 30, 2025, we sold our interests in 12 Unconsolidated Properties and generated approximately $159.6 million of gross proceeds.

- 33 -

•

Unconsolidated Properties. As of September 30, 2025, we had contributed interests in 12 properties to unconsolidated entities, which generated approximately $242.4 million of gross proceeds since July 2017. In addition to generating liquidity upon closing, these entities also reduce our development expenditures by the amount of our partners’ interests in the unconsolidated entities.

As of November 13, 2025, we had four assets under contract for sale for total anticipated proceeds of $240.8 million. One asset is a development asset and is subject to a pursuit of a master plan amendment and customary due diligence. All are subject to closing conditions.

As previously disclosed, on May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment (the “Term Loan Amendment”) to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permits the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, “Available Cash”) is equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership is obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment shall not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest shall accrue interest at 2.0% in excess of the then applicable interest rate and shall be due and payable on July 31, 2023; provided, that the Operating Partnership is required to pay any deferred interest from Available Cash in excess of $30.0 million (unless otherwise agreed to by the administrative agent under the Term Loan Agreement in its sole discretion). In addition, repayment of any outstanding deferred interest is a condition to any borrowings under the $400.0 million incremental funding facility under the Term Loan Agreement (the “Incremental Funding Facility”).

Additionally, the Term Loan Amendment provides that the administrative agent and the lenders express their continued support for asset dispositions, subject to the administrative agent’s right to approve the terms of individual transactions due to the occurrence of a Financial Metric Trigger Event, as such term is defined under the Term Loan Agreement. The Third Term Loan Amendment (as defined in Note 6 – Debt of the Notes to the condensed consolidated financial statements included in Part I, Item I of this Quarterly Report on Form 10-Q) executed on June 16, 2022 provided exceptions to this right.

Our Term Loan Facility includes a $400.0 million Incremental Funding Facility, access to which is subject to rental income from non-Sears Holdings tenants of at least $200.0 million, on an annualized basis and after giving effect to SNO leases expected to commence rent payment within 12 months, which we have not yet achieved, as disclosed in Note 6. There is no assurance of the Company’s ability to access the Incremental Funding Facility.

During the nine months ended September 30, 2025, we repaid $40.0 million against the principal of the Term Loan Facility. Our outstanding balance as of September 30, 2025, is $200.0 million.

On July 28, 2025, the Company exercised its extension option and on July 30, 2025, the Company paid a 2% extension fee equal to $4.0 million extending the maturity date to July 31, 2026. The Company also paid the incremental facility fee of $4.0 million. All other terms under the Term Loan Agreement shall remain unchanged during the extension period including the interest rate and the incremental facility fee in accordance with the Term Loan Agreement.

See Note 1 – Organization of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of liquidity and going concern.

Cash Flows for the Nine Months Ended September 30, 2025 Compared to the Nine Months Ended September 30, 2024

The following table summarizes the Company’s cash flow activities for the nine months ended September 30, 2025 and 2024, respectively (in thousands):


	Nine Months Ended September 30,
	2025			2024			$ Change
Net cash used in operating activities	$	(33,742	)	$	(39,621	)	$	5,879
Net cash provided by investing activities		43,562			71,724			(28,162	)
Net cash used in financing activities		(47,657	)		(83,591	)		35,934

- 34 -

Cash Flows from Operating Activities

Our primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses. Rental revenues are not sufficient to cover these expenses.

Cash Flows from Investing Activities

Significant components of net cash provided by investing activities include:

•

In 2025, $51.6 million of net proceeds from the sale of real estate, $8.1 million of net proceeds from the sale of interests in unconsolidated entities and $6.0 of distributions from unconsolidated entities offset by development of real estate of ($21.8) million and investments in unconsolidated entities of ($0.4) million; and

•

In 2024, $106.5 million of net proceeds from the sale of real estate, offset by development of real estate of ($25.7) million and investments in unconsolidated entities of ($9.0) million.

Cash Flows from Financing Activities

Significant components of net cash used in financing activities include:

•

In 2025, ($40.0) million cash repayment of Term Loan Facility principal, payment of deferred financing costs of ($4.0) million and cash payments of preferred dividends of ($3.7) million; and

•

In 2024, ($80.0) million cash repayment of Term Loan Facility principal and cash payments of preferred dividends of ($3.7) million.

Dividends and Distributions

The Company’s Board of Trustees did not declare dividends on the Company’s Class A common shares during the nine months ended September 30, 2025 and 2024, respectively. The last dividend on the Company’s Class A and C common shares that the Board of Trustees declared was on February 25, 2019, which was paid on April 11, 2019 to shareholders of record on March 29, 2019.

The Company’s Board of Trustees also declared the following dividends on the Company’s Series A Preferred Shares during 2025 and 2024:


			Series A
Declaration Date	Record Date	Payment Date	Preferred Share
2025
October 29	December 31	January 15, 2026	$	0.43750
July 23	September 30	October 15		0.43750
May 8	June 30	July 15		0.43750
February 26	March 31	April 15		0.43750
2024
October 28	December 31	January 15, 2025	$	0.43750
July 31	September 30	October 15		0.43750
May 2	June 28	July 15		0.43750
February 29	March 29	April 15		0.43750

Our Board of Trustees will continue to assess the Company’s investment opportunities and its expectations of taxable income in its determination of future distributions.

- 35 -

Off-Balance Sheet Arrangements

The Company accounts for its investments in entities that it does not have a controlling interest in or is not the primary beneficiary using the equity method of accounting and those investments are reflected on the condensed consolidated balance sheets of the Company as investments in unconsolidated entities. As of September 30, 2025 and December 31, 2024, we did not have any off balance sheet financing arrangements.

Contractual Obligations

There have been no significant changes in the contractual obligations disclosed in our Form 10-K for the year ended December 31, 2024.

Capital Expenditures

During the three and nine months ended September 30, 2025, the Company invested $3.8 million and $21.8 million, respectively, in our consolidated properties. The Company did not make any investments in its unconsolidated joint ventures during the three months ended September 30, 2025. The Company invested $0.4 million in its unconsolidated joint ventures during the nine months ended September 30, 2025.

During the three and nine months ended September 30, 2024, the Company invested $3.3 million and $25.7 million, respectively, in our consolidated properties and an additional $5.8 million and $9.0 million, respectively, in our unconsolidated joint ventures.

Litigation and Other Matters

In accordance with accounting standards regarding loss contingencies, we accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued or disclose the fact that such a range of loss cannot be estimated. We do not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. In such cases, we disclose the nature of the material contingency, and an estimate of the possible loss, range of loss, or disclose the fact that an estimate cannot be made.

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 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. 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. On or around May 8, 2025, another purported shareholder of the Company 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 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 February 13, 2025, the parties to the Sidhu Derivative Action and the Wallen Derivative Action filed a stipulation and proposed order seeking to consolidate the Sidhu Derivative Action and the Wallen Derivative Action and appoint lead counsel. On August 29, 2025, the parties in the Cheroti Derivative Action filed a stipulation and proposed order seeking to stay the Cheroti Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. 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.

- 36 -

On November 7, 2025, the parties in the Consolidated Derivative Action filed a stipulation and proposed order seeking to stay the Consolidated Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. 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.

We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business and due to the current environment. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, the final outcome of such ordinary course legal proceedings and claims will not have a material effect on the condensed consolidated financial position, results of operations or liquidity of the Company.

See Note 9 – Commitments and Contingencies Litigation and Other Matters of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of the Litigation and related matters.

Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2024 in Management’s Discussion and Analysis of Financial Condition and Results of Operations. For the nine months ended September 30, 2025, there were no material changes to these policies.

Non-GAAP Supplemental Financial Measures and Definitions

The Company makes reference to NOI-cash basis and NOI-cash basis at share which are financial measures that include adjustments to GAAP.

Net Operating Income (Loss)-cash basis (“NOI”-cash basis) and Net Operating Income (Loss)-cash basis at share (“NOI-cash basis at share”)

NOI - cash basis is defined as income from property operations less property operating expenses, adjusted for variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles. Other real estate companies may use different methodologies for calculating NOI-cash basis, and accordingly the Company’s depiction of NOI-cash basis may not be comparable to other real estate companies. The Company believes NOI-cash basis provides useful information regarding Seritage, its financial condition, and results of operations because it reflects only those income and expense items that are incurred at the property level.

The Company also uses NOI-cash basis at share, which includes its proportional share of Unconsolidated Properties. The Company does not control any of the joint ventures constituting such properties and NOI-cash basis at share does not reflect our legal claim with respect to the economic activity of such joint ventures. We have included this adjustment because the Company believes this form of presentation offers insights into the financial performance and condition of the Company as a whole given our ownership of
Unconsolidated Properties that are accounted for under GAAP using the equity method. The operating agreements of the Unconsolidated Properties generally allow each investor to receive cash distributions to the extent there is available cash from operations. The amount of cash each investor receives is based upon specific provisions of each operating agreement and varies depending on certain factors including the amount of capital contributed by each investor and whether any investors are entitled to preferential distributions.

The Company also considers NOI-cash basis and NOI-cash basis at share to be a helpful supplemental measure of its operating performance because it excludes from NOI variable items such as termination fee income, as well as non-cash items such as straight-line rent and amortization of lease intangibles.

Due to the adjustments noted, NOI-cash basis and NOI-cash basis at share should only be used as an alternative measure of the Company’s financial performance.

Reconciliation of Non-GAAP Financial Measures to GAAP Financial Measures

Neither NOI-cash basis nor NOI-cash basis at share are measures that (i) represent cash flow from operations as defined by GAAP; (ii) are indicative of cash available to fund all cash flow needs, including the ability to make distributions; (iii) are alternatives to cash flow as a measure of liquidity; or (iv) should be considered alternatives to net income (which is determined in accordance with GAAP) for purposes of evaluating the Company’s operating performance. Reconciliations of these measures to the respective GAAP measures we deem most comparable are presented below on a comparative basis for all periods.

- 37 -

The following table reconciles NOI-cash basis and NOI-cash basis at share to GAAP net loss for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three Months Ended September 30,						Nine Months Ended September 30,
NOI-cash basis and NOI-cash basis at share	2025			2024			2025			2024
Net loss	$	(12,422	)	$	(21,973	)	$	(63,130	)	$	(142,185	)
Management and other fee income		(182	)		(352	)		(451	)		(450	)
Abandoned project costs		—			5,732			—			5,732
Depreciation and amortization		1,698			4,377			5,813			10,860
General and administrative expenses		4,922			7,178			26,787			23,244
Equity in (income) loss of unconsolidated entities		(644	)		(118	)		6,528			69
Loss on sale of interests in unconsolidated entities		—			—			1,417			—
Gain on sale of real estate, net		—			(4,184	)		(8,903	)		(7,357	)
Impairment of real estate assets		800			—			18,800			87,536
Interest and other (income) expense, net		834			872			(956	)		(1,268	)
Interest expense		5,290			6,051			15,659			19,344
Provision for income taxes		75			87			—			1,572
Straight-line rent		(166	)		5			59			251
Above/below market rental expense		30			69			117			145
NOI-cash basis	$	235		$	(2,256	)	$	1,740		$	(2,507	)
Unconsolidated entities (1)
Net operating income of unconsolidated entities (2)		1,448			1,461			5,268			4,012
Straight-line rent		(75	)		(130	)		(212	)		(451	)
Above/below market rental expense		(9	)		(9	)		(27	)		(27	)
NOI-cash basis at share	$	1,599		$	(934	)	$	6,769		$	1,027

(1)

Activity represents the Company’s proportionate share of unconsolidated entity activity.

(2)

Net operating income of unconsolidated properties excludes depreciation and amortization, gains, losses and impairments and management and administrative costs.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

There were no material changes in the Quantitative and Qualitative Disclosures about Market Risk set forth in our 2024 Annual Report on Form 10-K.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

An evaluation was performed by our management under the supervision and with the participation of our principal executive officer (“PEO”) and principal financial officer (“PFO”) of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of September 30, 2025. Based on the evaluation, our PEO and PFO have concluded that our disclosure controls and procedures were effective as of September 30, 2025.

Changes in Internal Controls over Financial Reporting

There were no changes in internal control over financial reporting that occurred during the quarter ended September 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

- 38 -

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The information required by this Item is incorporated by reference to Note 9 of the condensed consolidated financial statements included herein.

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 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. 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. On or around May 8, 2025, another purported shareholder of the Company 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 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 February 13, 2025, the parties to the Sidhu Derivative Action and the Wallen Derivative Action filed a stipulation and proposed order seeking to consolidate the Sidhu Derivative Action and the Wallen Derivative Action and appoint lead counsel. On August 29, 2025, the parties in the Cheroti Derivative Action filed a stipulation and proposed order seeking to stay the Cheroti Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. 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 7, 2025, the parties in the Consolidated Derivative Action filed a stipulation and proposed order seeking to stay the Consolidated Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. 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.

Item 1A. Risk Factors

Please refer to Item 1A—Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2024 for a description of certain material risks and uncertainties to which our business, financial condition and results of operations are subject. There have been no material changes to the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2024.

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

None.

Item 3. Defaults Upon Senior Securities Item 4.

None.

- 39 -

Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

During the three and nine months ended September 30, 2025, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

- 40 -

Item 6. Exhibits


Exhibit No.	Description	SEC Document Reference

10.1	Purchase and Sale Agreement, dated September 2, 2025, by and among Seritage Growth Properties and Boulevard Step Ventures LLC	Filed herewith.

31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

31.2	Certification of the Interim Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Filed herewith.

32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350	Furnished herewith.

32.2	Certification of the Interim Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350	Furnished herewith.

101.INS	Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document	Filed herewith.

101.SCH	Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents	Filed herewith.

104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)	Filed herewith.

- 41 -

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

Dated: November 14, 2025	/s/ Adam Metz
	By:	Adam Metz
	President and Chief Executive Officer (Principal Executive Officer)

Dated: November 14, 2025	/s/ John Garilli
	By:	John Garilli
	Interim Chief Financial Officer (Principal Financial and Accounting Officer)

- 42 -

EX-10.1 2 srg-ex10_1.htm EX-10.1 EX-10.1

Exhibit 10.1

REAL ESTATE PURCHASE AGREEMENT

Property Location: 19505 Biscayne Boulevard, Aventura, Florida

THIS REAL ESTATE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of September __, 2025 (the “Effective Date”) by and between SERITAGE SRC FINANCE LLC, a Delaware limited liability company (“Seller”), and BOULEVARD STEP VENTURES LLC, a Delaware limited liability company, and its permitted assigns in accordance with Section 20 of this Agreement (“Buyer”).

In consideration of the mutual promises and covenants contained herein and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree as follows:

The Property. Seller agrees to sell and Buyer agrees to buy all of Seller’s right, title and interest in and to: (a) that certain real property (the “Land”), together with that certain building(s) (the “Building”), improvements, easements, hereditaments, fixtures and appurtenances thereunto belonging located in the City of Aventura, County of Miami-Dade and State of Florida and more particularly described on Exhibit “A” attached hereto and made a part hereof (collectively, the “Real Property”); (b) the Leases (as defined in Section 23(a)) with the Tenants (hereinafter defined) named therein; (c) all service and maintenance contracts to which Seller is a party which pertain to the Property which Buyer has elected to assume as set forth on Schedule 6(j) attached hereto (the “Contracts), and any other service or maintenance contract which pertains to the Property and which Buyer has not elected to assume shall be terminated by Seller in accordance with the terms of such contract and Seller shall be obligated to pay any termination fee or damages due or payable under such contract resulting from such early termination; (d) to the extent any such items exist and are assignable and transferable by Seller to Buyer, any fixtures, machinery, equipment, furnishings, tangible items of personal property and other tangible property, if any, located on or about the Real Property and used exclusively in connection with the Real Property and owned by Seller as of the Closing Date (hereinafter defined), if any (the “Tangible Personal Property”), which Tangible Personal Property specifically excludes software, cash, bank accounts, certificates of deposit, or other similar income (other than security deposits under the Leases) and any equipment, machinery, computers or other tangible items of personal property owned or leased by any Tenants, the Property’s management company or any other third parties; and (e) to the extend not cancelled that certain unfunded Promissory Note dated as of January 19, 2021 in the original principal amount of $385,920.00 executed by Industrious MIA 19505 Biscayne Boulevard LLC, a Michigan limited liability company, as “Maker” in favor of Seller (the “Industrious Note”); (f) to the extent assignable and transferable by Seller to Buyer, any licenses, permits, consents, authorizations, approvals, registrations and certificates issued by any governmental authority that are currently held by Seller with respect to the Real Property, if any, and intangible personal property owned by Seller relating exclusively to the Real Property, including any and all licenses, permits, authorizations, approvals, waivers, variances, deposits, guaranties, warranties, architectural and engineering plans and specifications, certificates of occupancy and development rights and entitlements relating to the Real Property and the name “Esplanade” or any deviation or derivation thereof and any of the related copyrights, logos, signs, trademarks and servicemarks (collectively, together with the Industrious Note, the “Intangible Personal Property” and, together with the Tangible Personal Property, the “Personalty”), which Intangible Personal Property shall expressly exclude any name, logo, sign, trademark, telephone listing or numbers of any member or shareholder of Seller and of, or containing, the name “Seritage” or any deviation or derivation thereof. The Real Property, Leases, Contracts and Personalty are collectively referred to herein as the Property”.

Purchase Price; Earnest Money

(a)

The purchase price (the “Purchase Price”) for the Property shall be the sum of ONE HUNDRED THIRTY-ONE MILLION AND 00/100 DOLLARS ($131,000,000.00), payable by Buyer as follows:

(i)

FIVE MILLION AND 00/100 DOLLARS ($5,000,000.00) earnest money (the “Earnest Money”) to be deposited (in immediately available federal funds) by Buyer into escrow with Escrow Agent (hereinafter defined) within two (2) Business Days following the Effective Date, which Earnest Money shall be non-refundable to Buyer except as expressly provided in this Agreement. Buyer's deposit of the Earnest Money with Escrow Agent within the prescribed time period is a condition precedent to the effectiveness of this Agreement; and, if Buyer fails to deliver the Earnest Money to Escrow Agent within the time prescribed, this Agreement will be void ab initio and of no further force and effect.; and

(ii)

The balance of the Purchase Price, subject to adjustment for all credits, prorations and closing costs provided for in this Agreement, will be paid to Escrow Agent in U.S. Dollars by wire transfer or other immediately available federal funds on or before the Closing hereunder.

(b)

Prior to the Closing, Buyer and Seller shall use their good faith efforts to agree upon the allocation of the Purchase Price between the Real Property and the remaining Property.

(c)

Escrow Agent shall deposit the Earnest Money into an interest-bearing account acceptable to Buyer and Seller. The term “Earnest Money” shall be deemed to include all interest, if any, earned thereon while being held in escrow.

(d)

Buyer and Seller hereby appoint First American Title Insurance Company (in such capacity, the “Escrow Agent”), at its office located at 666 Third Avenue, New York, NY 10017, Attn: Andrew D. Jaeger, to act as the escrow agent for the transaction contemplated by this Agreement and to hold the Earnest Money in escrow subject to the terms of this Agreement.

(e)

Notwithstanding anything to the contrary in this Agreement, a portion of the Earnest Money equal to One Hundred and No/100 Dollars ($100.00) (the “Independent Consideration”) shall be paid to Seller, which Independent Consideration has been bargained for and agreed upon by Buyer and Seller as independent and sufficient consideration for Seller’s execution and delivery of this Agreement.

Title and Survey.

(a)

Seller has delivered to Buyer a current title insurance commitment (the “Title Commitment”) for an ALTA Owner’s Policy of Title Insurance issued by the Title Company. Buyer acknowledges it shall obtain its Owner’s Policy of Title Insurance solely from Escrow Agent (also referred to herein as the “Title Company”).

(b)

The Existing Survey (as defined herein) of the Real Property has been delivered to Buyer as part of the Property Information (as defined herein). Buyer may have an updated or new survey prepared for the Real Property (collectively, the “Updated Survey”), and delivered to the Title Company, at Buyer’s sole cost and expense, which Updated Survey shall comply with the most recent Survey Standards of the ALTA and NSPS.

(c)

Buyer will, on or before the Effective Date, deliver to Seller written notice of its objections (the “Title Objection Notice”) to any exceptions or defects to title which Buyer does not consent, in its sole and absolute discretion, based upon its review of the Title Commitment and Existing Survey and any lien, judgment, tax, permit and code violation searches (“collectively, “Searches”).

Buyer’s failure to make such objections on or before the Effective Date will constitute a waiver by Buyer of any objections to the marketability of title; provided that Buyer will be permitted to send an additional Title Objection Notice objecting to matters affecting title which are first raised by an amendment, update or continuation of the Title Commitment (within five (5) days after Buyer’s receipt of notification thereof), the Updated Survey (within five (5) days after Buyer’s receipt thereof) or the Searches. If Buyer does timely provide a Title Objection Notice to Seller, Seller may send a notification to Buyer (the “Title Objection Response”) within five (5) Business Days after Buyer provides such Title Objection Notice to Seller (or within two (2) Business Days if Buyer provided a Title Objection Notice of any new title objection within five (5) days prior to the Closing Date), which title objections, if any, Seller shall endeavor to cure (though Seller shall have no obligation to cure, other than the Mandatory Cure Matters, which Seller shall cure or remove on or prior to Closing), and Seller shall have the right to adjourn the Closing for up to thirty (30) days to endeavor to do so. Seller’s failure to deliver a Title Objection Response shall be deemed Seller’s election not to endeavor to cure such title objection. Buyer, within five (5) Business Days after the earliest to occur of: (a) receipt of Seller’s Title Objection Response or deemed response that it will not endeavor to cure the title objection, or (b) Seller notifying Buyer that it is unable to cure a title objection it previously notified Buyer it would endeavor to cure and (c) thirty (30) days from Buyer’s receipt of Seller’s Title Objection Response indicating that it would endeavor to cure a title objection if such title objection remains uncured, shall notify Seller that it will either close notwithstanding the defect without any reduction in the Purchase Price or that it terminates this Agreement. If Buyer terminates this Agreement, the Earnest Money shall be returned to Buyer and the parties will be mutually released from all liabilities and obligations hereunder, save and except that Buyer will promptly return to Seller all copies of the Property Information provided to Buyer or destroy the same and, upon Seller’s request, deliver copies to Seller, or destroy, any third party reports in respect of the Property obtained by Buyer (collectively, “Buyer’s Reports”), and thereafter neither party shall have any further rights, obligations or liabilities hereunder, except for any obligation or liability that is expressly stated in this Agreement to survive the Closing or any termination of this Agreement (collectively, the “Surviving Obligations”), and each party shall bear its own costs incurred hereunder. Buyer’s failure to deliver such notice shall be deemed Buyer’s election to close notwithstanding such title objection. Seller will be deemed to have duly cured any such defects in title if Seller causes the Title Company to agree to provide Buyer, at Closing (at no cost to Buyer), with specific title insurance insuring Buyer over any loss occasioned by such defects, pursuant to an endorsement reasonably satisfactory to Buyer. Notwithstanding the foregoing provisions of this Section 3(c), Seller agrees to: (1) satisfy any and all Mandatory Cure Matters (as defined herein) either prior to Closing or simultaneously with Closing by using proceeds from the sale, and/or (2) file a bond over any and all Mandatory Cure Matters prior to Closing, regardless of whether Buyer specifically objects to a Mandatory Cure Matter in a Title Objection Notice. “Mandatory Cure Matters” means: (i) any mortgages created or assumed by Seller, (ii) all mechanic’s liens and materialmen’s liens for work performed pursuant to contracts with Seller whether or not recorded, including but not limited to, any and all notices of commencement and claims of lien encumbering the Property (specifically excluding however any that pertain to on-going work by any Tenant as set forth on Schedule 3(c)), and (iii) other monetary liens against title to the Real Property of parties claiming by, through or under the Seller (but not the Tenant(s) under the Lease(s)) that are curable solely by the payment of a liquidated amount of money.

Inspections and Tests; Access to Property.

(a)

Notwithstanding anything to the contrary set forth in this Agreement, Buyer’s inspection and review rights with respect to the Property shall be governed by that certain Access Agreement dated November 25, 2024, by and between Seller and Turnberry Transactions LLC, as subsequently amended (the “Access Agreement”), provided Section 10 of the Access Agreement shall be amended to provide that the term of the Access Agreement shall run coterminous with this Agreement.

Notwithstanding anything to the contrary set forth in this Agreement, it is expressly acknowledged and agreed to by Buyer that: (i) the Property Information (as defined herein) will be provided only to the extent the same are in the possession of Seller, and (ii) except as otherwise specifically provided for in Section 6 herein, the Property Information are and will be provided without any representations or warranties, including, without limitation, any representations or warranties as to the accuracy or completeness thereof, or the fitness thereof for any particular purpose.

Due Diligence; Delivery of Reports.

(a)

Buyer shall have the right to conduct and continue its inspections and tests of the Property in accordance with Section 4 above until the Closing Date.

(b)

Seller has provided to Buyer copies of documents pertaining to the Property, all of which have been provided by ShareFile, Dropbox or other electronic data storage facility, which may be accessed by Buyer and, except as otherwise specifically provided for in Section 6 herein, without any representations or warranties including, without limitation, any representations or warranties as to the accuracy or completeness thereof, or the fitness thereof for any particular purpose (herein collectively the “Property Information”), including the following:

(i)

Copies of the Leases.

(ii)

The Title Commitment for the Property.

(iii)

The ALTA/ACSM Land Title Survey; prepared by Daniel C. Fortin of Fortin, Leavy, Skiles Inc. dated September 19, 2014, as Job No. 141037(the “Existing Survey”).

(iv)

A copy of: (a) the Phase I Environmental Site Assessment Report, dated October 27, 2014, prepared by Terracon Consultants, Inc.; Terracon Project No. 34149256-1655; (b) the Phase II ESA Report, dated March 20, 2015, prepared by Terracon Consultants, Inc.; Terracon Project No. 34159016.1655; and (c) Limited Site Assessment Report, dated August 17, 2016, prepared by Amec Foster Wheller Environmental & Infrastructure, Inc.; AMEC Forster Wheeler Project No. 3205-16-1505.

(v)

Copies of the Construction Contracts (hereinafter defined) and all related material correspondence thereto and information regarding any warranties for work or goods related to the Property arising from the Construction Contracts.

Seller’s Representations and Warranties. Except as set forth on Schedule 6 or other Schedule referenced in this Section 6 attached hereto, Seller hereby represents and warrants, as of the Effective Date and again as of the Closing Date, that the following are true and correct in all material respects:

(a)

Seller is duly created and validly existing pursuant to the laws of the jurisdiction of its organization or formation and is duly qualified to do business in the State where the Property is located.

(b)

Seller has full right, capacity and authority to enter into this Agreement and to perform Seller’s obligations contemplated herein. All actions necessary to authorize the execution, delivery and performance of this Agreement by Seller have been taken and such actions have not been rescinded or modified. This Agreement has been duly and validly executed and delivered by Seller and constitutes Seller’s valid and binding obligation, enforceable against Seller in accordance with its terms.

(c)

None of the execution, delivery or performance of this Agreement by Seller does or will, with or without the giving of notice, lapse of time or both, violate, conflict with or constitute a default under the organizational documents of Seller or any other agreement to which Seller is party.

(d)

Seller has obtained all required consents in order for Seller to enter into this Agreement and to consummate the transactions contemplated by this Agreement.

(e)

Seller is the owner of fee simple title to the Real Property, subject to the exceptions set forth in the Title Commitment.

(f)

During Seller’s period of ownership, Seller has not received written notice of any eminent domain or private purchase in lieu of such proceeding that would adversely affect the Property, and which has not been completed.

(g)

Seller has not made a general assignment for the benefit of creditors, filed any voluntary petition in bankruptcy or suffered the filing of an involuntary petition by Seller’s creditors, suffered the appointment of a receiver to take possession of substantially all of Seller’s assets, suffered the attachment or other judicial seizure of substantially all of Seller’s assets, admitted in a legal proceeding Seller’s inability to pay Seller’s debts as they come due, or made an offer of settlement, extension or composition to Seller’s creditors generally.

(h)

Seller is not a “non-resident alien,” “foreign person” or “foreign entity” within the meaning of the Internal Revenue Code of 1986, as amended, and the regulations thereunder.

(i)

The only leases, licenses or other occupancy agreements to which Seller is party encumbering the Property are the Leases identified on Schedule 23(a). All of the Leases have been delivered to Buyer as part of the Property Information and are complete and correct in all material respects. The copies of the Leases contained in the Property Information are the Leases used by Seller in its ordinary operation of the Property. As of the Effective Date, Seller has not received written notice of a default under any Lease from any Tenant with respect to the performance by Seller of any of the terms, covenants or conditions to be performed by Seller thereunder which remains uncured, except as set forth on Schedule 6. As of the Effective Date, Seller has not sent written notice to any Tenant under its respective Lease claiming that a Tenant is in default under the terms of its Lease which remains uncured, except as set forth on Schedule 6. Except pursuant to Section 23(c) below, no TA/LC (defined herein) is payable by Seller in connection with the Leases. All Unpaid TA/LC (defined herein) for the Property as of the Effective Date is listed in Schedule 23(c). As of the Effective Date, no security deposits are held by Seller as landlord under the Leases, except as set forth on Schedule 6(i). As of the Effective Date, Seller has not applied any security deposits held by Seller as landlord under the Leases. With respect to any security deposits which are letters of credit delivered to Seller by Tenants, as of the Effective Date, Seller has not drawn on any such letters of credit.

(j)

All of the Contracts, other than those referenced in the Title Commitment, are listed on Schedule 6(j) attached hereto. True and correct copies of the Contracts have been delivered to Buyer as part of the Property Information. Seller has not received written notice from any counterparty that Seller is in default under any of the Contracts, and Seller has sent no written notice of any default to any counterparty under the Contracts, in each case which default remains uncured.

(k)

Except as set forth on Schedule 6(k) attached hereto, there is no litigation, action, suit, or legal proceeding currently pending or, to Seller’s knowledge, expressly threatened in writing, against Seller as it pertains to the Property or the Property or under or pursuant to any Leases, and as of the Effective Date, Seller has not received written notice thereof.

(l)

To Seller’s knowledge, with respect to the Property: (i) none of the Tenants under the Leases have a right of first refusal, right of first offer or purchase option to acquire the Property; and (ii) Seller has not entered into a right of first refusal, right of first offer or purchase option to sell the Property to a third party.

(m)

As of the Effective Date, Seller has not received written notice that the Property is in violation under any applicable federal, state or local laws, including any environmental laws, in each case which has not been cured, dismissed, settled or otherwise resolved.

(n)

Seller is not an employee pension benefit plan or government plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended.

(o)

Seller is not a person or entity with whom U.S. persons are restricted from doing business with under the regulations of the Office of Foreign Asset Control (“OFAC”) of the Department of Treasury (including those named on OFAC’s Specially Designated and Blocked Persons list) or under any statute, executive order (including the September 24, 2001 Executive Order Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism), the United and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001, H.R. 3162, Public Law 107-56 (the “USA Patriot Act”), or other governmental or quasi-governmental action (each such person or entity, a “Prohibited Person”)

(p)

Construction Contracts.

(i)

The contracts listed on Schedule 6(p) (the “Construction Contracts”) are all of the construction contracts to which Seller is a party entered into in connection with construction work to the Building(s) for which work remains to be completed.

(ii)

Except as disclosed on Schedule 6(p), all amounts owed to any contractors, suppliers, service-providers and other parties under the Construction Contracts have been paid in full and no amounts remain outstanding thereunder (including, without limitation, any retainage amounts).

(iii)

Except as disclosed on Schedule 6(p), Seller has not made any warranty claims under the Construction Contracts.

(iv)

Except as disclosed in the Title Commitment, all notices of commencement recorded in connection with the Construction Contracts have been terminated.

(v)

Except as disclosed on Schedule 6(p), to Seller’s knowledge, all permits obtained in connection with the Construction Contracts have been closed.

(vi)

Seller has not received written notice that the work performed under the Construction Contracts is in violation under any applicable laws, ordinances, codes and/or regulations

(q)

Seller does not have any employees.

(r)

Except as expressly set forth in this Section 6, Seller makes no representations or warranties of any kind whatsoever, whether written or oral, express or implied, statutory or otherwise (including, but not limited to, warranties of merchantability, fitness for use or acceptability for any purpose intended by Buyer).

As used in this Agreement and in any documents or instruments delivered by Seller pursuant to or in connection with this Agreement (“Related Documents”), the phrase “to Seller’s knowledge,” “known to Seller,” and phrases of similar meaning or import with respect to any statement, representation or warranty, if any, of Seller (any such phrase, a “Knowledge Qualifier”), shall be deemed to only mean, and to refer only to, the actual knowledge of Eric Dinenberg as Vice President of Seller (the “Knowledgeable Person”) as of the Effective Date, without any investigation or inquiry. Without limiting the foregoing, and for the avoidance of doubt, if a statement, representation or warranty, if any, by Seller in this Agreement is qualified by a Knowledge Qualifier, then the knowledge of Seller shall not be deemed to include any knowledge that might otherwise be imputed to Seller or that might be known to a person other than the Knowledgeable Person. Buyer hereby agrees that (a) the Knowledgeable Person shall not, under any circumstances whatsoever, be deemed to have made any such statements, representations or warranties, if any, and shall not, under any circumstances whatsoever, have any personal liability whatsoever with respect to any such statements, representations or warranties, and (b) all statements, representations and warranties of Seller set forth in this Agreement and/or any Related Documents (whether or not qualified in any way) are statements of Seller only and not of the Knowledgeable Person or any other natural person.

Buyer’s Representations and Warranties. Buyer hereby represents and warrants, as of the Effective Date and again as of the Closing Date, the following:

(a)

Buyer is duly created and validly existing pursuant to the laws of the jurisdiction of its organization or formation and is duly qualified to do business in the State where the Property is located.

(b)

Buyer has full right, capacity and authority to enter into this Agreement and to perform the Buyer’s obligations contemplated herein. All actions necessary to authorize the execution, delivery and performance of this Agreement by Buyer have been taken and such actions have not been rescinded or modified. This Agreement has been duly and validly executed and delivered by Buyer and constitutes Buyer’s valid and binding obligation, enforceable against Buyer in accordance with its terms.

(c)

None of the funds to be used for payment by Buyer of the Purchase Price will be subject to 18 U.S.C. §§ 1956-1957 (Laundering of Money Instruments), 18 U.S.C. §§ 981-986 (Federal Asset Forfeiture), 18 U.S.C. §§ 881 (Drug Property Seizure), Executive Order Number 13224 on Terrorism Financing, effective September 24, 2001, or the USA Patriot Act, and Buyer is not, and will not become, a Prohibited Person.

(d)

Buyer is not an employee pension benefit plan or government plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended.

(e)

Buyer has experience in financial and business matters that enable it to evaluate the risks and merits of the transaction contemplated by this Agreement.

“AS-IS Sale”. EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTIONS 6 AND 14 OF THIS AGREEMENT AND SELLER’S REPRESENTATIONS AND WARRANTIES IN THE CLOSING DOCUMENTS TO BE DELIVERED BY SELLER AT CLOSING PURSUANT TO SECTION 10(A) OF THIS AGREEMENT (“SELLER CLOSING DOCUMENTS”), THIS SALE IS MADE WITHOUT REPRESENTATION, COVENANT, OR WARRANTY OF ANY KIND (WHETHER EXPRESS OR IMPLIED) BY SELLER. AS A MATERIAL PART OF THE CONSIDERATION FOR THIS AGREEMENT, BUYER AGREES TO ACCEPT THE PROPERTY ON AN “AS IS” AND “WHERE IS” BASIS, WITH ALL FAULTS, AND WITHOUT ANY REPRESENTATION OR WARRANTY (EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTIONS 6 AND 14 OF THIS AGREEMENT AND SELLER’S REPRESENTATIONS AND WARRANTIES IN THE SELLER CLOSING DOCUMENTS), ALL OF WHICH SELLER HEREBY DISCLAIMS.

EXCEPT FOR SELLER’S REPRESENTATIONS AND WARRANTIES IN SECTIONS 6 AND 14 OF THIS AGREEMENT AND SELLER’S REPRESENTATIONS AND WARRANTIES IN THE SELLER CLOSING DOCUMENTS, NO WARRANTY OR REPRESENTATION IS MADE BY SELLER WITH RESPECT TO THE PROPERTY AS TO FITNESS FOR ANY PARTICULAR PURPOSE, MERCHANTABILITY, DESIGN, QUALITY, CONDITION, OPERATION OR INCOME, COMPLIANCE WITH DRAWINGS OR SPECIFICATIONS, ABSENCE OF DEFECTS, ABSENCE OF HAZARDOUS MATERIALS OR TOXIC SUBSTANCES, THE PRESENCE OF VIRUSES OR BACTERIA, THE PRESENCE OF LEAD-CONTAINING OR ASBESTOS-CONTAINING MATERIALS OR DUST, ABSENCE OF FAULTS, FLOODING, OR COMPLIANCE WITH LAWS AND REGULATIONS INCLUDING, WITHOUT LIMITATION, THOSE RELATING TO HEALTH, SAFETY, AND THE ENVIRONMENT (INCLUDING, WITHOUT LIMITATION, THE ADA). BUYER ACKNOWLEDGES THAT BUYER HAS ENTERED INTO THIS AGREEMENT WITH THE INTENTION OF MAKING AND RELYING UPON ITS OWN INVESTIGATION OF THE PHYSICAL (INCLUDING BUT NOT LIMITED TO HEALTH AND SAFETY), ENVIRONMENTAL, ECONOMIC USE, COMPLIANCE, AND LEGAL CONDITION OF THE PROPERTY. EXCEPT AS EXPRESSLY SET FORTH HEREIN WITH RESPECT TO SELLER'S REPRESENTATIONS AND WARRANTIES IN SECTIONS 6 AND 14 AND SELLER’S REPRESENTATIONS AND WARRANTIES IN THE SELLER CLOSING DOCUMENTS, BUYER EXPRESSLY RELEASES, AND WAIVES (TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW) ANY CLAIMS UNDER FEDERAL LAW, STATE OR OTHER LAW, WHETHER IN LAW OR EQUITY THAT BUYER MIGHT OTHERWISE HAVE AGAINST SELLER RELATING TO THE USE, CHARACTERISTICS OR CONDITION OF THE PROPERTY WHETHER ARISING BEFORE OR AFTER THE CLOSING DATE, INCLUDING, WITHOUT LIMITATION, ANY PHYSICAL, ENVIRONMENTAL, ECONOMIC OR LEGAL CONDITION THEREOF AND ANY CLAIM FOR INDEMNIFICATION, COST RECOVERY OR CONTRIBUTION ARISING UNDER THE COMPREHENSIVE ENVIRONMENTAL RESPONSE, COMPENSATION, AND LIABILITY ACT (42 U.S.C. SECTION 9601 ET SEQ.) OR ANY SIMILAR FEDERAL, STATE OR LOCAL STATUTE, RULE OR ORDINANCE RELATING TO LIABILITY OF PROPERTY OWNERS FOR ENVIRONMENTAL MATTERS, IN EACH CASE WHETHER KNOWN OR NOT KNOWN TO BUYER.

Covenants of Seller Pending Closing.

(a)

From the Effective Date through the earlier to occur of the Closing Date and the termination of this Agreement, Seller shall: (i) cause the Property to be operated, managed and maintained in a manner consistent with the practice of Seller or Seller’s property manager prior to the Effective Date; and (ii) not sell, lease, assign, transfer or encumber the Property or any interest therein, except as otherwise provided or permitted under this Agreement. Notwithstanding the foregoing or anything to the contrary in this Agreement, Seller shall have the right to enter into one or more temporary license agreements or similar agreements permitting a third party’s use or occupancy of all or any portion of the Property (collectively, the “TLAs”); provided, the same are terminable upon no more than 30-days notice without the payment of any penalty or termination fee.

(b)

From the Effective Date through the earlier to occur of the Closing Date and the termination of this Agreement, Seller will maintain in effect all of Seller’s insurance policies now maintained on or in respect of the Property in all material respects.

(c)

From the Effective Date through the earlier to occur of the Closing Date and the termination of this Agreement, Seller shall not make any material alterations to the Property or any part thereof without Buyer’s prior written consent, in Buyer’s sole discretion, except any work contemplated under the Construction Contracts.

(d)

Subject to the provisions of this Section 9(d), Seller shall endeavor to obtain tenant estoppel certificates from each Tenant of the Property other than the Pinstripes Tenant and Elestyle 1997 Corp. Seller shall request an estoppel certificate from each Tenant (an “Estoppel”) substantially in the form of Exhibit “F” attached hereto and made a part hereof; provided, however, that an Estoppel shall be deemed received upon an Acceptable Form as set forth in Section 11(b)(iv) below if (i) Tenant returns an Estoppel upon a form required by a Tenant’s Lease or (ii) Tenant is a national or regional company as identified on Schedule 9(d) that has established as part of their policy a standard form estoppel certificate to be issued in connection with an estoppel certificate request. Not later than three (3) Business Days after Buyer's receipt of any executed Estoppel from Seller, Buyer shall deliver written notice to Seller indicating any objections or specific matters in the Estoppel, which may include (i) that it is not upon an Acceptable Form or dated more than ninety (90) days prior to Closing, (ii) an allegation of material defaults by Seller under the Tenant Lease, or (iii) any other matters materially inconsistent with the Tenant Lease or Seller’s representations in Section 6(i) of this Agreement that were not either (x) disclosed in any of Buyer’s Reports or (y) discovered during a third-party inspection by Buyer’s agents (“Buyer Estoppel Objections”). For clarification purposes, Buyer acknowledges and agrees that certain Tenant defaults may have occurred as referenced on Schedule 6 attached hereto and any reference to such matters set forth in an Estoppel shall not give cause to a Buyer Estoppel Objection. Buyer’s failure to timely deliver such written notice shall be deemed Buyer’s acceptance of an Estoppel in all respects. Notwithstanding anything to the contrary in this Agreement, if any one or more of the Required Estoppels (as defined in Section 11(b)(iv) herein) have not been obtained by the date that is five (5) Business Days prior to the Closing Date after Seller has provided such tenants with written notice (which may include via electronic mail) requesting such Required Estoppel, then, upon written notice to Buyer not less than three (3) Business Days prior to the Closing Date Seller shall have the right to extend the Closing Date for up to five (5) Business Days past the original Closing Date in order to obtain, using commercially reasonable efforts, the Required Estoppels. For the avoidance of any doubt and notwithstanding anything to the contrary in this Agreement, Buyer shall, in all events, have not less than five (5) Business Days prior to the date upon which Buyer must deliver its notice of election to exercise the Closing Extension as described in Section 12(a) hereof in order to review the Required Estoppels after Buyer’s receipt of same. Commercially reasonable efforts for purposes of this Section 9(d) shall mean that Seller and/or any third party engaged by Seller to assist Seller in its efforts to obtain the Required Estoppels will follow up periodically with the Tenants via phone call and emails in order to obtain Required Estoppels; provided, however, that Seller shall not be obligated to expend any sums (other than the expenses of the such third-party vendor) or institute any proceedings to obtain a Required Estoppel from a Tenant. Seller has not covenanted that it will be able to deliver Required Estoppels, and Seller shall not be in default on this Agreement if Required Estoppels are not obtained; provided, however, Seller’s delivery of the Required Estoppels is a condition to Buyer’s obligation to proceed with the Closing as set forth in Section 11(b)(iv) of this Agreement.

(e)

Commencing on the Effective Date and continuing through the Closing Date, without Buyer’s prior written consent (which may be withheld in Buyer’s sole discretion), Seller shall not: (i) execute a modification, cancellation, extension or amendment to any of the Leases (except to acknowledge any notice of extension, cancellation, renewal or other action delivered by a Tenant in accordance with a right set forth in the applicable Leases); or (ii) enter into any new Leases except as expressly provided herein. Seller shall promptly deliver to Buyer a copy of any document described in the preceding sentence that is executed after the Effective Date. Not later than three (3) Business Days after any request from Seller for Buyer’s consent in connection with the foregoing, Buyer shall deliver to Seller written notice indicating Buyer’s consent or refusal of consent. If Buyer fails to timely and properly deliver such written notice to Seller, then Buyer shall be deemed to have consented, in all respects, to any and all matters set forth in Seller’s request.

(f)

Commencing on the Effective Date and continuing through the Closing Date, without Buyer’s prior written consent (which may be withheld in Buyer’s sole discretion), Seller shall not: (i) execute a modification, cancellation, extension or amendment to any of the Contracts; or (ii) enter into any new Contract except in the event of an emergency or if any such agreement or modification will not bind Buyer or the Property after Closing. Seller shall promptly deliver to Buyer a copy of any document described in the preceding sentence that is executed after the Effective Date. Not later than three (3) Business Days after any request from Seller for Buyer’s consent in connection with the foregoing, Buyer shall deliver to Seller written notice indicating Buyer’s consent or refusal of consent. If Buyer fails to timely and properly deliver such written notice to Seller, then Buyer shall be deemed to have consented, in all respects, to any and all matters set forth in Seller’s request.

(g)

Commencing on the Effective Date and continuing through the Closing Date, Buyer shall have the right to directly request estoppels from the contract vendors under the Contracts; provided, receipt of such estoppel shall not be a condition precedent to Buyer’s obligation to close under this Agreement.

(h)

Commencing on the Effective Date and continuing through the Closing Date, Seller shall not apply any security deposits (including any security deposits held in the form of letter of credit) collected under the Leases to any Tenant obligations or liabilities.

(i)

Seller has entered into, and otherwise obtained, all necessary consents (if any) to enter into that certain Confidential Settlement Agreement dated August 18, 2025 (the “Settlement Agreement”) with Pinstripes, Inc. (the “Pinstripes Tenant”) pursuant to which the Lease and License Agreement as such terms are defined in the Settlement Agreement were terminated as of the date of the Settlement Agreement. Buyer acknowledges that it has approved the Seller entering into the Settlement Agreement. The Settlement Agreement specifically provides that all of Seller’s rights as landlord under the Lease and License Agreement expressly survive the termination of the Lease and License Agreement, including that Pinstripes Tenant remains liable for all unpaid amounts, including without limitation, the Rent and AR Balance (as such terms are defined in the Settlement Agreement) and all other claims and third party charges whether the same accrued prior to or after the termination of the Lease and License Agreement (the “Pinstripes Claims”). Seller shall retain the Pinstripes Claims, and for clarification purposes, the Lease and License Agreement and the Pinstripes Claims shall not be assigned to Buyer and Buyer shall have no rights thereunder.

(j)

Seller has advised Buyer that the Property does not have final Landlord certificates of occupancy (the “Remaining COs”) but is rather operating under temporary certificates of occupancy as set forth on Schedule 9(j). Seller shall use commercially reasonable efforts to obtain any and all Remaining COs prior to the Closing Date. Not less than ten (10) Business Days prior to the Closing Date, Buyer may obtain, at Seller’s expense, an estimate from the Licensed Contractor, as defined hereafter, of the remaining costs (“Remaining Costs”) and scope (“Remaining Scope”) to obtain any Remaining COs not yet obtained as of said date, which shall include the cost of any extension fees or other costs applicable for any Tenant temporary certificates of occupancy that remain outstanding due to the failure of Landlord to obtain the Remaining COs. If the Closing Date is extended, including pursuant to a Closing Extension, then the estimate of Remaining Costs and Remaining Scope shall be updated not less than ten (10) Business Days prior to the new Closing Date. Seller and Buyer agree that Whiting-Turner is hereby designated and approved as the “Licensed Contractor” to determine the Remaining Costs and that Claro Development is the “Licensed Contractor” to determine the Remaining Scope. Such Licensed Contractors shall have necessary access to enter the Property and review all relevant matters related to the Remaining COs to determine such Remaining Scope and Remaining Costs, including, but not limited to, access to current contractors engaged in obtaining the Remaining COs. Seller shall cause its contractors to cooperate with the Licensed Contractors and to provide the Licensed Contractors with any relevant information necessary to determine the Remaining Costs and The Remaining Scope. Seller shall have the right to reasonably review and approve the Licensed Contractor’s scope and estimate.

To the extent any scope remains to obtain the Remaining COs, at Closing, Buyer shall place into escrow with the Escrow Agent, pursuant to the terms of an escrow agreement mutually acceptable to Seller and Buyer, a portion of the Purchase Price that is equal to one hundred twenty-five percent (125%) of such Remaining Costs (the “CO Holdback Amount”). The CO Holdback Amount may be drawn by Buyer for payment of the reasonable Remaining Costs in order to obtain the Remaining COs (with Seller having the right to review any such draw prior to any disbursement thereof), with any unused portion thereof released to Seller upon delivery of all Remaining COs. After Closing, Buyer shall have the responsibility to obtain the Remaining COs, and Seller shall reasonably cooperate with Buyer in obtaining the Remaining COs, at no cost or expense to Seller other than the CO Holdback Amount.

10.

Instruments of Transfer.

(a)

On or before the Closing Date, Seller shall deposit into escrow with the Escrow Agent the following:

(i)

a properly executed and acknowledged recordable Special Warranty Deed (the “Deed”) from Seller in the form attached as Exhibit “G”;

(ii)

an affidavit from Seller substantially in the form of Exhibit “B” attached hereto and made a part hereof (the “Title Affidavit”);

(iii)

a sworn statement provided by Seller that it is not a foreign person and containing such other information as may be required by Section 1445 of the Internal Revenue Code and regulations thereunder;

(iv)

two (2) counterparts of the Assignment and Assumption of Leases (as hereinafter defined) executed in counterpart by Seller;

(v)

two (2) counterparts of the Assignment and Assumption of Contracts in the form of Exhibit “D” attached hereto executed in counterpart by Seller;

(vi)

two (2) counterparts of the Tenant Notice Letter (as hereinafter defined) executed by Seller, which Tenant Notice Letter shall be sent by Escrow Agent to each of the Tenants, at Buyer’s sole cost and expense, not later than one (1) Business Day after the Closing Date;

(vii)

two (2) counterparts of an Assignment and Assumption of Recorded Agreements and Documents substantially in the form of Exhibit “H” attached hereto and made a part hereof (the “Assignment and Assumption of Record Documents”), executed in counterpart by Seller;

(viii)

two (2) counterparts of a Bill of Sale with respect to the Personalty substantially in the form of Exhibit “I” attached hereto and made a part hereof (the “Bill of Sale”), executed in counterpart by Seller;

(ix)

a Seller Representation Certificate in the form attached to this Agreement as Exhibit “J”, duly executed by Seller, as modified to reflect any factual changes to Seller’s representations and warranties (the “Seller Representation Certificate”); which certificate shall be subject to all limitations on liability and survival, limitations on Seller’s knowledge and other matters set forth elsewhere in this Agreement (to the same effect as if the statements made in such certificate were included in Section 6).

Seller’s representations shall be subject to immaterial qualifications disclosed in the Seller’s Representation Certificate, but if the qualifications are material, individually or in the aggregate, Buyer shall have the right: (i) to waive such material qualifications (in which case Seller’s representations are deemed modified by such material qualifications) or (ii) to terminate this Agreement and receive a prompt return of the entire Earnest Money, without recourse against Seller for such qualifications except to the extent such material qualifications were caused by Seller's fraud or intentional misrepresentation. Notwithstanding anything to the contrary set forth in Section 6 or elsewhere in the Agreement, if prior to the Closing, Buyer has or obtains knowledge including that which may be disclosed during a third-party inspection by Buyer’s agents or by Buyer’s Reports that any of Seller’s warranties or representations set forth in Section 6, or any of Seller’s certifications, warranties or representations made in the Seller Representation Certificate, is untrue in any respect, and Buyer nevertheless proceeds with the Closing, then the breach by Seller of the warranties, representations or certifications as to which Buyer shall have such knowledge shall be waived by Buyer and Seller shall have no liability to Buyer or its successors or assigns in respect thereof.

(x)

a 1099-S form, which will be filed by Buyer or the Title Company; and

(xi)

such other closing documents as may be reasonably required by the Title Company to consummate the transactions contemplated herein, including, but not limited to appropriate entity resolutions and approvals but in no event shall Seller be obligated to provide any affidavit of no change to a survey, indemnities or other agreements creating any liability or cost to Seller (other than any indemnities or other agreements required by the Title Company in order to issue the Title Policy insuring Buyer’s title to the Property upon Closing in the form agreed to by Seller in accordance with Section 3 herein).

(b)

On or before the Closing Date, Buyer shall deposit in escrow with the Escrow Agent the following:

(i)

two (2) counterparts of the Assignment and Assumption of Leases, executed in counterpart by Buyer;

(ii)

two (2) counterparts of the Assignment and Assumption of Contracts, executed in counterpart by Buyer;

(iii)

two (2) counterparts of the Tenant Notice Letter, executed in counterpart by Buyer;

(iv)

two (2) counterparts of the Assignment and Assumption of Record Documents, executed in counterpart by Buyer;

(v)

two (2) counterparts of the Bill of Sale, executed in counterpart by Buyer;

(vi)

the Purchase Price as specified in Section 2 of this Agreement; and

(vii)

such other closing documents as may be reasonably necessary to consummate the transactions contemplated herein, including, but not limited to appropriate entity resolutions and approvals.

11.

Conditions Precedent to Closing.

(a)

Seller and Buyer agree that Seller’s obligation to proceed with the Closing is subject to the satisfaction or waiver in writing by Seller of the following conditions (collectively, “Seller’s Closing Conditions”) at or prior to the Closing:

(i)

Buyer shall have delivered those items described in Section 10(b) of this Agreement as provided herein; and

(ii)

Each representation and warranty made by Buyer in this Agreement shall be true, accurate and complete in all material respects of as of the Closing Date.

If the satisfaction of any of Seller’s Closing Conditions does not occur on or prior to the Closing Date (as such Closing Date may be extended as expressly set forth in this Agreement), then Seller may elect, in its sole discretion by written notice to Buyer, to: (i) waive the failure of any such unsatisfied Seller’s Closing Conditions and close the transaction contemplated herein; (ii) extend the Closing Date until such time as all such unsatisfied Seller’s Closing Conditions have been satisfied, but in no event more than thirty (30) days after the scheduled Closing Date; or (iii) exercise the remedies provided in Section 17 hereof if the failure of any of Seller’s Closing Conditions is as a result of Buyer’s default under this Agreement.

(b)

Seller and Buyer agree that Buyer’s obligation to proceed with the Closing is subject to the satisfaction or waiver in writing by Buyer of the following conditions (collectively, “Buyer’s Closing Conditions”) at or prior to the Closing:

(i)

Seller shall have delivered those items described in Section 10(a) of this Agreement as provided herein;

(ii)

Each representation and warranty made by Seller in this Agreement shall be true, accurate and complete in all material respects of as of the Closing Date.

(iii)

The Title Company shall be committed to issuing the Title Policy insuring Buyer’s title to the Property upon Closing in the form agreed to in accordance with Section 3 herein, subject only to the payment of its premiums (at standard rates) for such policy as set forth herein; and

(iv)

Estoppels from Tenants under signed leases as of the Effective Date for which the total area of Tenants delivering Estoppels is not less than 75% of the total leased area of the Property excluding the Pinstripes Tenant and Elestyle 1997 Corp. (the “Required Estoppels”) in Acceptable Form shall have been obtained and delivered to Buyer. For the purposes of this Section 11(b)(iv), the total leased area of the Property excluding the Pinstripes Tenant space is deemed to be 153,988 square feet, and 75% of the total leased area is deemed to be 115,491 square feet. Any Estoppel shall be deemed in “Acceptable Form” if such Estoppel: (A) does not include any Buyer Estoppel Objections set forth in a written notice delivered by Buyer in accordance with Section 9(d) herein; (B) contains such certifications as are expressly required by and stated in the terms of the applicable Lease, it being acknowledged and agreed that if a Lease requires a Tenant to certify to certain specified items and such other items as a may be reasonably requested (or similar language), then a Tenant’s omission of any certifications other than the specified items shall not be deemed to cause such Estoppel not to be in Acceptable Form; and (C) if the applicable Tenant is a national or regional tenant, then such Estoppel is on the standard form generally used by such Tenant. Seller has not covenanted that it will be able to deliver the Required Estoppels in Acceptable Form, and Seller shall not be in default hereunder if the Required Estoppels in Acceptable Form are not obtained.

If the satisfaction of any of Buyer’s Closing Conditions does not occur on or prior to the Closing Date, then Buyer may elect, in its sole discretion by written notice to Seller, to: (i) waive the failure of any such unsatisfied Buyer’s Closing Conditions and close the transaction contemplated herein; (ii) terminate this Agreement, in which case Escrow Agent shall refund the Earnest Money to Buyer (or Seller shall remit the Earnest Money to Buyer if the same was remitted to Seller), and thereafter Seller and Buyer shall have no further rights or obligations under this Agreement except as to any Surviving Obligations; or (iii) exercise the remedies provided in Section 17 hereof if the failure of any of Buyer’s Closing Conditions is as a result of Seller’s default under this Agreement.

12.

Closing.

(a)

All documents and funds pertaining to the purchase of the Property that are to be deposited into escrow under this Agreement shall be deposited in escrow with the Escrow Agent on or before the Closing Date; provided, however, that Buyer and Seller shall use commercially reasonable efforts to so deposit such documents by not later than one (1) Business Day before the Closing Date (hereinafter defined). Provided all of the terms and conditions of this Agreement have been satisfied or waived as provided herein, the Closing shall take place on or before 3:00 p.m. on the date that is thirty (30) days after the Effective Date; provided, however, in the event Seller shall elect to extend the Closing Date in accordance with Section 9(d) of this Agreement, Closing shall take place on or before 3:00 p.m. on the date that is five (5) Business Days after the condition set forth in Section 11(b)(iv) of this Agreement has been satisfied; provided, further, however, Buyer shall have the right to extend the Closing Date for a period of forty-five (45) days (the “Closing Extension”) upon prior written notice given by Buyer to Seller of its intent to so extend given no later than two (2) Business Days prior to the then scheduled Closing Date and Buyer delivering to Escrow Agent an additional deposit of Five Million and No/100 Dollars ($5,000,000.00), at the same time the Closing Extension notice is delivered to Seller, which amount shall be added to and become a part of the Earnest Money (the “Closing Extension Deposit”) (such date for Closing, as the same may be extended pursuant to this Agreement, the “Closing Date”), TIME BEING OF THE ESSENCE. In the event Buyer does exercise the Closing Extension, upon Escrow Agent’s receipt of the Closing Extension Deposit, Buyer hereby irrevocably authorizes and directs Escrow Agent to remit the entire Earnest Money (including, the Closing Extension Deposit, but excluding any interest earned thereon) promptly to Seller by wire transfer (in immediately available federal funds), which shall be deemed earned by Seller and is otherwise nonrefundable to Buyer in all respects, except in the event Sections 15 (Damage and Destruction) or 16 (Condemnation) herein are applicable, the satisfaction of any of Buyer’s Closing Conditions does not occur on or prior to the Closing Date or Seller defaults in the conveyance of the Property to Buyer at Closing, provided the same will be applied to the Purchase Price at Closing. For the avoidance of doubt, any such interest earned on the Earnest Money and Closing Extension Deposit shall be remitted to Buyer, or credit to Buyer at the Closing. In the event Closing does not fall on a Tuesday, Wednesday or Thursday, at the option of Seller, the Closing shall be on the Tuesday following such date. The Closing hereunder shall take place by mail through an escrow established with Escrow Agent. The term “Closing” means the consummation of the transaction contemplated by this Agreement by the delivery of the Purchase Price to Seller (subject to the prorations and adjustments set forth in this Agreement) and the delivery of the Deed to Buyer for recording, in accordance with the terms of this Agreement.

(b)

This Agreement shall serve as escrow instructions to Escrow Agent. Escrow Agent is hereby authorized to close this transaction in accordance with the terms of this Agreement and to make all prorations and allocations which in accordance with this Agreement are to be made between the parties hereto. Escrow Agent is acting solely as a stakeholder and depository and is not responsible or liable in any manner whatsoever for the sufficiency, correctness, genuineness, or validity of the subject matter of the escrow. In addition, the following provisions shall apply with respect to Escrow Agent:

(i)

Buyer and Seller agree to indemnify, defend and hold harmless the Escrow Agent from and against any loss, cost, damage, expense and reasonable attorney’s fees in connection with or in any way arising out of this Agreement, other than expenses resulting from the Escrow Agent’s own negligence or willful misconduct.

(ii)

In the event of a dispute concerning the Earnest Money, Escrow Agent may continue to hold the Earnest Money pursuant to the terms hereof, or may, after giving Buyer and Seller at least fifteen (15) days’ advance written notice, at the joint and several cost of the Buyer and Seller, deposit the same in a court of competent jurisdiction. Escrow Agent may dispose of the Earnest Money in accordance with a court order, and shall be fully protected if it acts in accordance with any such court order.

(iii)

Escrow Agent may, at its own expense, consult with legal counsel in the event of any dispute or questions as to the construction of any provisions hereof or its duties hereunder, and it shall be fully protected in acting in accordance with the opinion or instructions of such counsel.

(iv)

Escrow Agent shall be protected in acting upon any written notice, request, waiver, consent, certificate, receipt, authorization, power of attorney or other document Escrow Agent in good faith believes to be genuine and what it purports to be.

(v)

If Seller delivers written notice to Escrow Agent indicating that Seller is entitled to the Earnest Money under this Agreement (a “Seller EM Demand”), then Escrow Agent shall disburse the Earnest Money to Seller; provided, however, that: (A) Escrow Agent shall, within one (1) Business Day after receipt of the Seller EM Demand, deliver a copy of such Seller EM Demand to Buyer in accordance with Section 19 of this Agreement; (B) if Escrow Agent receives written notice from Buyer objecting to such Seller EM Demand within five (5) Business Days after the date on which Escrow Agent provided a copy of the Seller EM Demand to Buyer, then Escrow Agent shall not be obligated to honor such Seller EM Demand and the provisions of Section 12(b)(ii) above shall apply; and (C) if Escrow Agent does not receive written notice from Buyer objecting to such Seller EM Demand within such five (5) Business Day period (or if Buyer otherwise agrees that Seller is entitled to the Earnest Money), then Buyer shall be deemed to have waived Buyer’s right to object to such Seller EM Demand, Escrow Agent shall be obligated and authorized to disburse the Earnest Money to Seller in accordance with the Seller EM Demand.

(vi)

If Buyer delivers written notice to Escrow Agent indicating that Buyer is entitled to the Earnest Money under this Agreement (a “Buyer EM Demand”), then Escrow Agent shall disburse the Earnest Money to Buyer; provided, however, that: (A) Escrow Agent shall, within one (1) Business Day after receipt of the Buyer EM Demand, promptly deliver a copy of such Buyer EM Demand to Seller in accordance with Section 19 of this Agreement; (B) if Escrow Agent receives written notice from Seller objecting to such Buyer EM Demand within five (5) Business Days after the date on which Escrow Agent provided a copy of the Buyer EM Demand to Seller, then Escrow Agent shall not be obligated to honor such Buyer EM Demand and the provisions of Section 12(b)(ii) above shall apply; and (C) if Escrow Agent does not receive written notice from Seller objecting to such Buyer EM Demand within such five (5) Business Day period (or if Seller otherwise agrees that Buyer is entitled to the Earnest Money), then Seller shall be deemed to have waived Seller’s right to object to such Buyer EM Demand, Escrow Agent shall be obligated and authorized to disburse the Earnest Money to Buyer in accordance with the Buyer EM Demand.

(vii)

Escrow Agent shall not have any liability or obligation for loss of all or any portion of the Earnest Money by reason of the insolvency or failure of the institution of depository with whom the escrow account is maintained.

(c)

On the Closing Date, Escrow Agent shall cause the Title Commitment to be updated by the Title Company and if and when (i) the Title Company will issue the Title Policy in accordance with this Agreement, (ii) Escrow Agent has received all funds and documents required to be deposited hereunder, and (iii) all of the terms and conditions of this Agreement have been satisfied or waived as provided herein, then Escrow Agent shall cause the Deed to be filed for record and the funds disbursed in accordance with this Agreement.

(d)

Escrow Agent shall charge Seller the following: (i) one half of the real estate transfer tax or conveyance fee; (ii) one half of the recording fee for the Deed; (iii) one half of the cost of the title examination, the chain of title, and the Title Commitment; (iv) one half of the cost of the owner’s Title Policy in the amount of the Purchase Price and any customary endorsements to the Title Policy requested by Buyer; (v) one half of the cost of the Updated Survey; (vi) the cost of recording any releases of mortgages, liens or encumbrances as required to be discharged by Seller hereunder; (vii) one half of the Escrow Agent’s Fee; and (viii) any sums due Buyer by reason of prorations as provided for herein.

(e)

Escrow Agent shall charge Buyer the following: (i) one half of the real estate transfer tax or conveyance fee; (ii) one half of the recording fee for the Deed; (iii) one half of the cost of the title examination, the chain of title, and the Title Commitment; (iv) one half of the cost of the owner’s Title Policy in the amount of the Purchase Price and any customary endorsements to the Title Policy requested by Buyer; (v) one half of the cost of the Updated Survey; (vi) all costs associated with any financing that may be obtained by Buyer (including any lender title insurance costs), and (vii) any sums due Seller by reason of any prorations as provided for herein.

(f)

Escrow Agent shall timely file all forms, notices and documents required to be filed with the Internal Revenue Service in connection with the sale of real property.

(g)

Possession of the Property in its “as is” condition shall be delivered to Buyer on the date of transfer of title, subject to the Leases and the rights of the Tenants thereunder.

13.

Taxes and Assessments; Prorations; Utilities; Reserves.

(a)

Taxes and Assessments.

(i)

At Closing, Escrow Agent shall prorate the 2025 real estate taxes and assessments, both general and special (collectively, “Real Estate Taxes”), based on the 2024 Notice of Ad Valorem Taxes and Non-Ad Valorem Assessments from the Miami-Dade Office of the Tax Collector, on a cash basis, i.e., taxes due and payable in the fiscal year of Closing. Notwithstanding the foregoing, there shall not be any proration of Real Estate Taxes at Closing if and to the extent, with respect to the Leases, any one or more Leases provide that the applicable Tenants are obligated to pay Real Estate Taxes directly to the taxing authority.

(ii)

Seller shall not file and pursue any appeals related to Real Estate Taxes attributable to Seller’s period of ownership of the Property.

(b)

Rent, All Other Income and Security Deposits.

(i)

Except to the extent otherwise provided herein, at Closing all rent and other charges payable by Tenants under the Leases, including, without limitation, base rent, Operating Expenses (hereinafter defined) and/or any and all other costs and charges under the Leases (collectively, “Rent”), shall be prorated as of the Closing Date to the extent such Rent was actually collected by Seller on or before the Closing Date; provided, however, (A) that if Seller has received any sums or deposits from any one or more Tenants with respect to the payment of any Real Estate Taxes for which Buyer actually receives a proration credit pursuant to Section 13(a) hereof, then Buyer shall not receive a credit for such sums or deposits under this Section 13(b) and Seller shall be entitled to retain the same, (B) Rent for any Tenant paying a percentage of its sales (“Percentage Rent”) in lieu of a fixed base minimum rent (such rent being paid in arrears) shall be prorated on a per diem basis as of the Closing Date but no credit will be given at Closing to Buyer, and such amounts received after Closing for the month of the Closing that are due to Seller for such period prior to the Closing Date shall be promptly paid by Buyer to Seller, and (C) there shall be no proration of Rent collected by Seller for the month in which the Closing occurs from any Tenant that is in material non-monetary default under its Lease or other monetary default under the terms of its Lease to the extent of such monetary default (i.e., in the event a Tenant was in monetary default for failure to pay $100, the Rent proration would only be reduced by the amount of such monetary default (e.g. $100)), and all such Rent shall otherwise be credited to Buyer for the month of Closing. Subject to the foregoing, Seller shall be entitled to all Rent attributable to the period prior to the Closing Date and Buyer shall be entitled to all Rent attributable to the period on and following the Closing Date.

(ii)

If any Tenant is obligated to pay Percentage Rent with respect to the calendar year or lease year in which the Closing Date occurs, as determined based upon the period in which percentage rent is calculated under the applicable Lease (the “Percentage Rent Year”), then Buyer shall, within thirty (30) days after receipt of any such Percentage Rent with respect to the Percentage Rent Year, remit to Seller a portion of such Percentage Rent equal to the amount of Percentage Rent received multiplied by a fraction, the numerator of which is number of days which elapsed between the commencement date of the Percentage Rent Year for each such tenant and the day prior to the Closing Date, and the denominator of which is the total number of days in such Percentage Rent Year. If Seller receives payments of Percentage Rent for any Percentage Rent Year in excess of Seller’s share of such Percentage Rent as calculated in the preceding sentence, then Seller shall promptly pay such excess to Buyer.

(iii)

The Florida rent tax paid by Seller to the State of Florida as landlord under the Leases, and the reimbursement paid by Tenants to Seller attributable to such tax, shall be prorated by the parties on a per diem basis to the Date of Closing.

(iv)

All other income of the Property (other than Rent) shall be prorated as of the Closing Date to the extent such income was actually collected by Seller on or before the Closing Date. Seller shall be entitled to all such other income attributable to the period prior to the Closing Date and Buyer shall be entitled to all such other income attributable to the period on and following the Closing Date.

(v)

The amount of the security deposits required to be held by Seller pursuant to any Leases shall be credited to Buyer at Closing. From and after Closing, Buyer shall be solely responsible for maintaining such security deposits in accordance with the Leases and all applicable laws. To the extent that any security deposits are held in the form of letters of credit, Seller shall cause same to be assigned to Buyer, at Tenant’s sole cost and expense, to the extent Tenant is required to pay such costs and expenses under its Lease, or otherwise at Seller’s sole cost and expense.

(vi)

If on the Closing Date any Tenant is in arrears in the payment of Rent or has not paid the Rent payable by such Tenant for the month in which the Closing occurs (“Delinquent Rent”), then such Delinquent Rent shall not be prorated at Closing and Seller shall deliver a schedule of such Delinquent Rent to Buyer at Closing. Buyer may, but shall have no obligation to, collect Delinquent Rent from any Tenant on behalf of Seller. Any Delinquent Rent received by Buyer or Seller from a Tenant after the Closing shall be applied to Rent due and payable by such Tenant in the following order of priority: first, to the actual reasonable out-of-pocket costs of collection incurred; second, to all Rent attributable to any period from and after the Closing Date; and third, to all Rent attributable to any period prior to the Closing Date. Each such amount shall be adjusted and prorated as provided above, and the party receiving such amount shall, within five (5) Business Days, pay to the other party the portion thereof to which it is so entitled. The provisions of this Section 13(b)(vi) shall survive the Closing.

(vii)

No later than five (5) Business Days before the Closing Date, Seller shall prepare and deliver to Buyer the proposed Rent prorations for Buyer’s review and comment. Upon the mutual approval of both Seller and Buyer, the proposed Rent prorations shall be delivered to Escrow Agent to be included in the settlement statement that is to be executed by Buyer and Seller at Closing.

(c)

Operating Expenses. Operating Expenses (hereinafter defined) shall be prorated at Closing in accordance with the provisions of this Section 13(c). Prior to the Closing Date, Seller shall be responsible for all of Seller’s operating costs and expenses of the Property (collectively, including common area maintenance, utility and insurance costs, “Operating Expenses”) (subject to reimbursement under the Leases), and subject to the provisions regarding Delinquent Rent above, shall receive all Rent and other income or proceeds of the Property. On and after the Closing Date, Buyer shall be responsible for all Operating Expenses, and except as provided in this Agreement, shall receive all Rent and other income or proceeds of the Property.

(d)

Utilities. With respect to any water, gas, sewer, electric and other utility service accounts for the Property that are held in the name of Seller rather than any Tenant (collectively, “Seller’s Utilities”), Seller shall endeavor to cause meter readings for such Seller’s Utilities to be made as of the Closing Date or as close thereto as is reasonably practicable. Buyer and Seller shall reasonably cooperate to cause Seller’s Utilities to be transferred to Buyer as of the Closing Date or as close thereto as is reasonably possible. Seller shall promptly pay the final bills rendered on such final readings and shall deliver to Escrow Agent evidence of payment of the same. If and to the extent that Seller has received any sums or deposits from any Tenant with respect to the payment of any utility costs prior to the Closing Date, then and to such extent Seller shall be entitled to retain such sums or deposits and Buyer shall not receive any proration credit with respect thereto. Subject to reimbursement under the Leases, Seller shall be responsible for all Seller’s Utility costs incurred for the period of time up to the Closing Date. Subject to reimbursement under the Leases, Buyer shall be responsible for all Seller’s Utility costs incurred for the period of time on and after the Closing Date.

(e)

Post-Closing Adjustment. Within one hundred twenty (120) days after the Closing Date, Seller shall deliver to Buyer a reconciliation statement (the “Reconciliation Statement”) of the Real Estate Taxes, Rent, Operating Expenses and Seller’s Utilities for the Property (collectively, the “Prorated Items”) for the period starting January 1 of the calendar year in which Closing occurs and ending on the Closing Date (“Seller’s Closing Year Ownership Period”), which Reconciliation Statement shall include reasonable back-up documentation for the Prorated Items attributable to Seller’s Closing Year Ownership Period (to the extent in Seller’s possession) and shall set forth calculations of the Tenants’ payments made and outstanding amounts owed by such Tenants relative to such Prorated Items. For a period of up to thirty (30) days following Seller’s delivery of such Reconciliation Statement, Seller and Buyer shall use commercially reasonable efforts to resolve any issues with respect to such Reconciliation Statement and to agree upon such Reconciliation Statement.

By not later than thirty (30) days after the agreement of Buyer and Seller on the finalized Reconciliation Statement, Seller or Buyer, as applicable, shall remit to the other party any adjusting payment necessary to effectuate the intention of this Section 13 that the Prorated Items shall have been prorated as of the Closing Date, with Seller responsible for Real Estate Taxes, Operating Expenses and Seller’s Utilities and entitled to Rent attributable to the period prior to the Closing Date and Buyer responsible for Real Estate Taxes, Operating Expenses and Seller’s Utilities and entitled to Rent attributable to the period on and after the Closing Date, in each case except as expressly provided by this Section 13. Thereafter, Buyer shall be solely responsible for performing any reconciliations with Tenants under the Leases, whether attributable to Seller’s Closing Year Ownership Period or otherwise. Except as expressly provided in this Section 13(e), there shall not be any adjustment after Closing of the prorations that were made at Closing.

(f)

Survival. The provisions of this Section 13 shall survive Closing and the delivery and recording of the Deed.

14.

Brokers. Seller and Buyer each represent and warrant to the other that they have not dealt with any real estate broker in connection with the sale of the Property other than JLL Capital Markets (“Seller’s Broker”) whose commission shall be paid by Seller at Closing pursuant to a separate agreement between Seller and Seller’s Broker. If any person brings a claim for a commission or finder’s fee based upon any contact, dealings or communication with Buyer or Seller other than Seller’s Broker, then the party through whom such person makes its claim will defend the other party (the “Indemnified Party”) from such claim, and will indemnify the Indemnified Party and hold the Indemnified Party harmless from any and all costs, damages, claims, liabilities or expenses (including without limitation, court costs and reasonable attorneys’ fees and disbursements) incurred by the Indemnified Party in defending against the claim. The provisions of this Section 14 will survive the Closing or, if the purchase and sale is not consummated, any cancellation or termination of this Agreement.

15.

Damage and Destruction. If the Real Property or any portion thereof is damaged or destroyed by fire or other cause prior to the Closing Date and the cost to repair such damage or destruction (as reasonably estimated by Seller in good faith) is equal to or greater than three and ½ half percent (3.5%) of the Purchase Price, then Buyer may elect, by written notice to Seller within fifteen (15) days after the date that Buyer receives notice of such damage or destruction, to (a) terminate this Agreement and receive the return of all money deposited into escrow from Escrow Agent (or Seller shall remit the Earnest Money to Buyer if the same was remitted to Seller) and return to Seller all copies of the Property Information provided to Buyer or destroy the same and, upon Seller’s request, deliver to Seller, or destroy, any Buyer’s Reports (and thereafter neither party shall have any further obligations or liability hereunder, except for any Surviving Obligations), or (b) complete the purchase of the Property and, to the extent the same are assignable by Seller to Buyer, receive any proceeds from any insurance carried by Seller covering such destruction, up to the amount of the Purchase Price, with a credit to the Buyer for any deductible under such insurance (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Property safely and repair the Property). The failure of Buyer to elect to terminate this Agreement in the manner provided in this Section 15 shall be deemed an election by Buyer to complete the purchase as set forth herein. If the Real Property or any portion thereof is damaged or destroyed by fire or other cause prior to the Closing Date, and the cost to repair such damage or destruction (as reasonably estimated by Seller in good faith) is less than three and ½ half percent (3.5%) of the Purchase Price, then this Agreement shall not terminate and Buyer shall complete the purchase of the Property in accordance with this Agreement; provided, however, that to the extent the same are assignable by Seller to Buyer, Buyer shall receive any proceeds from any insurance carried by Seller covering any improvements on the Property that may be damaged or destroyed, up to the amount of the Purchase Price, with a credit to the Buyer for any deductible under such insurance (other than reasonable costs of collection of such proceeds and amounts expended by Seller to secure the Property safely and repair the Property).

16.

Condemnation. In the event that any condemnation or eminent domain proceedings of any kind are commenced against the Real Property, Seller shall give notice to Buyer of any such proceedings within four (4) Business Days after Seller receives written notice thereof. If prior to Closing: (a) a material part of the Real Property is taken by condemnation or eminent domain proceedings of any kind, (b) condemnation or eminent domain proceedings of any kind are instituted against a material portion of the Real Property, or (c) a voluntary conveyance is made by Seller in connection with any of the foregoing, then, in any such event, Buyer may elect, by notice to Seller within fifteen (15) days after receipt of notice thereof from Seller, to: (x) terminate this Agreement and receive the return of all money deposited into escrow from Escrow Agent (or Seller shall remit the Earnest Money to Buyer if the same was remitted to Seller) (and thereafter neither party shall have any further obligations or liability hereunder, except for any Surviving Obligations), or (y) complete the purchase of the Property, less the portion of the Property taken by eminent domain or condemnation or voluntarily conveyed in connection therewith and all awards or payments paid to Seller under such proceedings or in connection therewith (up to the amount of the Purchase Price) shall be credited against the Purchase Price or, if subsequent to Closing, assigned to Buyer. If Buyer fails to notify Seller of its election pursuant to the previous sentence, then Buyer shall be deemed to have elected the option set forth in clause (y) of this Section 16. For purposes of this Section 16, a condemnation or eminent domain proceeding shall be deemed “material” if such proceeding is reasonably expected by Seller to cause a diminution in the value of the Property equal to or greater than three and ½ half percent (3.5%) of the Purchase Price.

17.

Default

(a)

If Seller fails to perform any of Seller’s obligations under this Agreement (prior to a material default by Buyer hereunder) and such failure shall continue for a period of fifteen (15) days after written notice from Buyer (a “Seller Default Notice”), then Buyer’s sole and exclusive remedy shall be to either: (i) terminate this Agreement and receive the return of its Earnest Money from Escrow Agent (or Seller shall remit the Earnest Money to Buyer if the same was remitted to Seller) and Seller shall reimburse Buyer for any actual, out-of-pocket costs and expenses incurred by Buyer in negotiating, investigating the Property and undertaking the transactions contemplated hereby (but not any costs related to any financing fees or costs), in an amount not to exceed One Hundred Seventy-Five Thousand and No/100 Dollars ($175,000.00) (“Buyer’s Costs”), or (ii) seek the specific performance of this Agreement; provided, however, that any action for specific performance must be commenced within forty-five (45) days after the date of the applicable Seller Default Notice. If this transaction fails to close as a result of Seller’s default beyond applicable notice and/or cure periods and the equitable remedy of specific performance is not available to Buyer because Seller has conveyed all or a portion of the Property to a third party, then Purchaser shall be entitled to recover from Seller, in addition to a return of the Earnest Money, liquidated damages in the amount equal to the positive difference between the price for which Seller sells the Property to another party and the Purchase Price, and Seller shall reimburse Buyer for Buyer’s Costs. If Buyer fails to perform any of Buyer’s obligations under this Agreement (prior to a material default by Seller hereunder) and such failure shall continue for a period of fifteen (15) days after written notice from Seller (provided that Seller shall not be obligated to provide any notice with respect to, and Buyer shall not have any cure period for, any failure to deposit the Earnest Money as and when required by Section 2 of this Agreement or to complete the Closing and deliver the Purchase Price to Seller on the Closing Date (subject to the prorations and adjustments set forth in this Agreement), except that if Buyer is unable to so deliver the Purchase Price on the Closing Date despite using commercially reasonable efforts to do so, then Buyer shall have a one-time cure period of one (1) Business Day to so deliver the Purchase Price), then Seller shall have the right to terminate this Agreement and retain (or have paid to Seller on demand) the full amount of the Earnest Money as liquidated damages, which shall be Seller’s sole and exclusive remedy in connection with such default on the part of Buyer.

(b)

BUYER AND SELLER ACKNOWLEDGE AND AGREE THAT (i) THE AMOUNT OF THE EARNEST MONEY IS A REASONABLE ESTIMATE OF AND BEARS A REASONABLE RELATIONSHIP TO THE DAMAGES THAT WOULD BE SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF HAVING WITHDRAWN THE PROPERTY FROM SALE AND THE FAILURE OF CLOSING TO HAVE OCCURRED DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT; (ii) THE ACTUAL DAMAGES SUFFERED AND COSTS INCURRED BY SELLER AS A RESULT OF SUCH WITHDRAWAL AND FAILURE TO CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT WOULD BE EXTREMELY DIFFICULT AND IMPRACTICAL TO DETERMINE; (iii) BUYER SEEKS TO LIMIT ITS LIABILITY UNDER THIS AGREEMENT TO THE AMOUNT OF THE EARNEST MONEY IN THE EVENT THIS AGREEMENT IS TERMINATED AND THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT DOES NOT CLOSE DUE TO A DEFAULT OF BUYER UNDER THIS AGREEMENT; AND (iv) THE AMOUNT OF THE EARNEST MONEY SHALL BE AND CONSTITUTE VALID LIQUIDATED DAMAGES.

(c)

Notwithstanding any provision of this Section 17, nothing in this Section 17 shall be deemed to limit Buyer’s obligations and liabilities under Section 4 of this Agreement.

(d)

If any representation or warranty by Seller was true as of the Effective Date, but later becomes not accurate in any material respect as of the Closing Date due to a change in circumstances outside the control of Seller, and through no fault of Seller (each a “Changed Circumstance”), then Buyer, as its sole and exclusive remedy, shall have the right to terminate this Agreement, in which event the Earnest Money shall be returned to Buyer by the Escrow Agent or Seller, as applicable, Seller shall pay for any title and survey fees, and neither party hereto shall have any further obligations hereunder except for the Surviving Obligations, and Buyer expressly waives the right to sue Seller for damages due to such inaccuracy of such representation or warranty; provided, however, that in no event shall Buyer be entitled to terminate this Agreement due to any such material inaccuracy of which Buyer had knowledge prior to the Effective Date. For purposes of this Agreement, Buyer shall be deemed to have knowledge of all matters disclosed by any (i) third-party inspections by Buyer’s agents or (ii) all of Buyer’s Reports (collectively, the “Buyer Knowledge Matters”). Notwithstanding anything to the contrary contained in this paragraph, nothing herein shall be deemed to limit or modify Buyer’s rights and remedies in this Agreement (including such remedies under Section 17(a)) if Seller had knowledge that the representation or warranty was untrue when made or if Seller caused the representation or warranty to become untrue by its intentional and willful actions. Each of the representations and warranties of Seller contained in this Agreement is made as of the Effective Date, will be made again as of the Closing Date. The representations and warranties contained in Section 6(a) through Section 6(d) of this Agreement (collectively, the “Fundamental Representations”) shall survive the Closing for a period of time expiring upon the earlier of: (a) the date which is three (3) years after the Closing Date, or (b) the date upon which Seritage Growth Properties, a Maryland real estate investment trust is dissolved, which shall be at least two (2) years from the date hereof (the “Extended Survival Period”). All other representations and warranties of Seller contained in this Agreement shall survive for a period of nine (9) months after the Closing Date. No claim for a breach of any of Seller’s representations or warranties that survive Closing shall be actionable or payable unless the valid claims for all such breaches collectively aggregate more than the Liability Threshold; provided, however, once such claim(s) exceed(s) the Liability Threshold, Buyer shall be entitled to recover the full amount of such claim(s) (i.e., including the Liability Threshold). The “Liability Threshold” shall mean Fifty Thousand and No/100 Dollars ($50,000.00). Further, and notwithstanding anything to the contrary, Seller’s liability, however and whenever arising, whether based on or through, directly or indirectly, in whole or in part, any default, failure, breach, agreement, representation, warranty, covenant or indemnification provided herein, at law or in equity, or any other claim or basis arising under this Agreement or any closing document or with respect to the Property, including, without limitation, with respect to action brought by Buyer, the maximum liability of Seller for all claims in the aggregate arising therefrom is limited to the Liability Cap; provided that the Liability Cap shall not apply with respect to a claim for (i) fraud or intentional misrepresentation, (ii) any Seller obligations for prorations and reconciliations pursuant to Section 13, (iii) brokerage commissions pursuant to Section 14 or (iv) the amount of any Unpaid TA/LC which Seller failed to disclose to Buyer prior to Closing and for which Buyer did not receive a credit from Seller toward the Purchase Price pursuant to Section 23(c); provided, however, Seller’s obligation for any Unpaid TA/LC if a claim is made by a Tenant or broker shall survive Closing until the expiration of the Extended Survival Period, and any such claim(s) with respect to such matters shall not be applied toward the Liability Cap.

The “Liability Cap” shall mean two and one-half percent (2.5%) of the Purchase Price. In the event a Tenant or a broker makes a claim for Unpaid TA/LC in excess of the amount which Seller provided a credit to Buyer in accordance with Section 23(c) herein for which Seller may have recourse in accordance with the preceding sentence, Buyer and Seller agree to cooperate and use good faith efforts to resolve such claim with any such Tenant or broker after Closing, including, but not limited to, enforcing any statements made by a Tenant in an Estoppel.

(e)

If any representation or warranty by Buyer is not accurate in any material respect as of the Closing Date, then Seller, as its sole and exclusive remedy, shall have the right to terminate this Agreement, in which event the Earnest Money shall be delivered and paid to Seller by the Escrow Agent, Buyer shall pay for any title and survey fees, and neither party hereto shall have any further obligations hereunder except for any Surviving Obligations, and Seller expressly waives the right to sue Buyer for damages due to such inaccuracy of such representation or warranty.

(f)

Buyer acknowledges and agrees that: (i) the direct and indirect shareholders, partners, members, trustees, officers, directors, employees, agents and security holders of the parties are not assuming any, and shall have no, personal liability for any obligations of the parties hereto under this Agreement; and (ii) in no event shall Seller be liable to Buyer for (A) lost profits or diminution in value, or (B) consequential damages of any kind.

(g)

Seller shall indemnify, defend and hold harmless Buyer from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) actually suffered or incurred by Buyer (“Damages”) as a result of any litigation, action, suit or legal proceeding against Seller as it pertains to the Property arising from or in connection with: (i) any governmental enforcement action, including the non-payment of the Florida rent tax to the State of Florida as landlord under the Leases but only to the extent such claim is not otherwise addressed by the other terms and conditions of this Agreement (such as, for illustration purposes only, (A) a breach of a representation set forth in Section 6 of this Agreement for which Buyer shall pursue its rights and remedies thereunder and which shall be subject to all limitations on liability and survival set forth elsewhere in this Agreement and (B) any governmental enforcement action related to the Remaining COs for which the parties have established the CO Holdback Amount if required pursuant to Section 9(j)) and (ii) any personal injury or damage to personal property claims occurring on the Property, arising out of or related to events occurring prior to the Closing. The foregoing Seller obligation to indemnify Buyer under Section 17(g)(i) shall not be applicable to any and all litigation, action, suit, legal proceeding or other facts, circumstances and/or matters known to Buyer as of Closing (including Buyer Knowledge Matters), and Seller shall have no obligation under this Section 17(g) to indemnify Buyer against any matters arising from the acts or omissions of Buyer and/or its affiliates whether occurring prior to or after Closing.

If any action or proceeding in respect of which indemnity may be sought from Seller in accordance with this Section 17(g) is brought or asserted against Buyer, Buyer shall promptly notify Seller in writing (but the failure to give such notice shall not affect Seller’s obligations hereunder or otherwise unless Seller demonstrates that the defense of such action or proceeding was materially prejudiced by such failure), and Seller shall assume the defense thereof, including the employment of counsel reasonably satisfactory to Buyer and the payment of all defense costs and expenses.

Buyer shall have the right to employ separate counsel in any such action or proceeding and to participate in the defense thereof, but the fees and expenses of such counsel shall be borne by Buyer unless (i) Seller has agreed in writing to pay such fees and expenses, (ii) Seller shall have failed to assume the defense of such action or proceeding within ten (10) Business Days after Buyer gives notice of such action or proceeding, or (iii) the named parties to any such action or proceeding include both Buyer and Seller or an affiliate thereof such that joint representation would be inappropriate in the reasonable judgment of counsel (in which case, if Buyer notifies Seller that it elects to employ separate counsel at the expense of Seller, Seller shall not have the right to assume the defense of such action or proceeding on behalf of Buyer; however, Seller shall not, in connection with any one such action or proceeding, be liable for the fees and expenses of more than one separate firm of attorneys, together with local counsel at any time for Buyer, which firm shall be designated by Buyer). If Seller assumes the defense of such an action, (a) no compromise or settlement thereof may be effected by Seller without Buyer’s consent (which shall not be unreasonably withheld or delayed) unless (i) there is no finding or admission of any violation of law or any violation of the rights of any person and no effect on any other claims that may be made against Buyer and (ii) the sole relief provided is monetary damages that are paid in full by Seller and (b) Seller shall have no liability with respect to any compromise or settlement thereof effected without its consent (which shall not be unreasonably withhold). If notice is given to Seller of the commencement of any action and it does not, within ten (10) Business Days after Buyer’s notice is given, give notice to Buyer of its election to assume the defense thereof, Seller shall be bound by any determination made in such action or any compromise or settlement thereof effected by Buyer. With respect to all indemnification obligations set forth in this Section 17(g), (a) in no event shall any Seller have any liability to Buyer for any consequential, punitive, exemplary or special damages (other than in the case of fraud), (b) the amount of any Damages incurred by Buyer for which indemnification is sought shall be reduced by the net amount actually recovered by Buyer from any insurer or other person liable for such Damages, (c) Seller shall not be liable for any Damages which are contingent unless and until such contingent Damages become an actual liability and are due and payable and (d) in no event shall Buyer be entitled to recover from Seller more than once in respect of the same Damages.

Any liability of Seller pursuant to this Section 17(g) shall not be subject to the Liability Cap. Seller’s obligations under this Section 17(g) shall survive Closing until the expiration of the Extended Survival Period.

18.

Attorneys’ Fees. Notwithstanding the provisions of Section 17 of this Agreement, and in addition thereto, if any action at law or in equity, including, without limitation, an action for declaratory relief, is brought to enforce or interpret the provisions of this Agreement, then the prevailing party in such action shall be entitled to recover reasonable attorney fees and costs from the non-prevailing party, which fees and costs shall be set by a court in the trial of such action or may be enforced in a separate action brought for that purpose, and such fees and costs will be in addition to any other relief which may be awarded; provided, that if a party to such litigation, action or proceeding prevails in part, and loses in part, the court presiding over such litigation, action or proceeding shall award a reimbursement of fees, costs and expenses incurred by such party on an equitable basis. The provisions of this Section shall survive the Closing, or any cancellation or termination of this Agreement.

19.

Notice. Any notices required or permitted to be given hereunder will be given in writing, signed by the party giving the same, and will be delivered: (a) by a commercial overnight courier that guarantees next business day delivery and provides a receipt, AND (b) by electronic mail (with Request a Read Receipt), and such notices will be addressed as follows:

      To Seller:

      Seritage SRC Finance LLC
c/o Seritage Growth Properties
500 Fifth Avenue – Suite 1530
New York, NY 10110
Attn:  Matthew Fernand, Chief Legal Officer
E-mail: mfernand@seritage.com
 

     

      With a copy to:

      Meltzer, Lippe, Goldstein & Breitstone, LLP
190 Willis Avenue


	Mineola, New York 11501 Attention: William W. Post, Esquire E-mail: wpost@meltzerlippe.com
To Buyer:	Boulevard Step Ventures LLC c/o Turnberry Transactions LLC 19501 Biscayne Boulevard Suite 400 Aventura, FL 33180 Attn: Harrison Soffer and Aly-khan S. Merali Email: hsoffer@turnberry.com and amerali@turnberry.com
With copies to:	c/o Turnberry Transactions LLC 19501 Biscayne Boulevard Suite 400 Aventura, FL 33180 Attn: Mario Romine and Erica Franco Email: mromine@turnberry.com and efranco@turnberry.com Bilzin Sumberg Baena Price & Axelrod LLP 1450 Brickell Avenue, 23rd Floor Miami, Florida 33131 Attn: Joseph M. Hernandez, Esquire Email: jhernandez@bilzin.com

or to such other address as either party may from time to time specify in writing to the other party. A notice, (a) upon delivery by commercial overnight courier, will be effective upon delivery or refusal, and (b) upon delivery by electronic mail, will be deemed to have been given and received on the day indicated on the electronic mail (provided duplicate copy is sent via overnight courier as required above). If the last day of a period within which either party is required or allowed to provide a notice, demand, offer, election, acceptance or other communication hereunder should fall upon a Saturday, Sunday or legal holiday then, the next full Business Day will be included in such period and such notice, offer, demand, request or communication may be made and given on such next full Business Day. Notices may be delivered on behalf of the parties by their respective attorneys.

20.

Assignment. Notwithstanding any reference in this Agreement to “successors and assigns” and the like, Buyer shall not have the right to assign this Agreement, without the prior written consent of Seller, in Seller’s sole discretion. Notwithstanding the foregoing, Buyer shall have the right, upon seven (7) Business Days prior written notice to Seller, to direct that title to the Property be taken in the name of a nominee at Closing; provided, however, that such nominee (a) is an entity controlling, controlled by, or under common control with Buyer and (b) has, by written instrument reasonably acceptable to Seller and executed by Buyer and such nominee and delivered to Seller, accepted and assumed, jointly and severally with Buyer, all of the Buyer’s obligations and agreements under this Agreement. Such nominee shall take title to the Property subject to all of the terms and conditions of this Agreement. No assignment of this Agreement of any kind shall be deemed to release Buyer from Buyer’s obligations under this Agreement.

21.

Confidentiality.

(a)

Notwithstanding anything to the contrary set forth in this Agreement, Buyer and Seller hereby agree that (i) each party shall keep confidential this Agreement and the transactions or other matters contemplated hereby and (ii) neither party shall disclose this Agreement, the contents of this Agreement or any of the transactions or other matters contemplated by this Agreement (including issue any press release or make any public announcement relating to the Property, this Agreement or any of the transactions or other matters contemplated hereby) without the written approval of the other party; provided, however, that Seller (and any parent or affiliate of Seller) may, without Buyer’s consent, make any disclosure it deems necessary or advisable to comply with national, federal or state laws or regulations with respect to regulatory reporting or disclosure obligations, including without limitation, under securities laws and stock exchange rules and regulations, and further including without limitation, in filings on Form 8-K or 10-Q or in quarterly and annual reports.

This Section 21(a) shall survive Closing.

22.

Miscellaneous.

(a)

The terms “Buyer” and “Seller”, respectively, shall include all parties designated and their respective successors and assigns. Wherever herein the singular is used it shall include the plural and wherever the masculine gender is used it shall include the neuter and feminine, as the context requires.

(b)

The term “Business Day” shall be deemed to mean any day that is not a Saturday, Sunday, national legal holiday or other holiday on which federally-chartered banks are required or permitted to be closed for business in New York, New York or in the State where the Property is located. Notwithstanding anything to the contrary in this Agreement, if the expiration of any time period or the Closing Date is on a day that is not a Business Day, then such expiration or the Closing Date shall be automatically extended to the next day that is a Business Day.

(c)

This Agreement constitutes the entire agreement between Buyer and Seller and their respective affiliates with respect to the subject matter hereof and they shall not be bound by any terms, conditions, agreements, warranties or representations, oral or written, express or implied, not contained in this Agreement. All discussions, correspondence, understandings and agreements (if any) between the parties (whether before or after the Effective Date), are merged into and superseded by this Agreement. This Agreement shall not be changed or modified, except by written instrument executed by Buyer and Seller that expressly amends or modifies this Agreement. Time is of the essence for all purposes of this Agreement. All indemnities set forth in this Agreement shall survive the Closing of this transaction and the filing for record of the Deed.

(d)

This Agreement shall be construed and enforced in accordance with the laws of the State where the Property is located, notwithstanding the application of any principles of conflicts of laws. Each party hereby submits to personal jurisdiction in the State of where the Property is located for the enforcement of this Agreement and hereby waives any claim or right under the laws of any other state or of the United States to object to such jurisdiction. If such litigation is commenced, each party agrees that service of process may be made by serving a copy of the summons and complaint upon each party, through any lawful means, including upon its registered agent within the State in which the Property is located whom each party hereby appoints as its agent for this purpose. The means of obtaining personal jurisdiction and perfecting service of process set forth above are not intended to be exclusive but are in addition to all other means of obtaining personal jurisdiction and perfecting service of process now or hereafter provided by applicable law. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF THIS AGREEMENT. The provisions of this Section shall survive the Closing, or any cancellation or termination of this Agreement.

(e)

This Agreement may be executed in multiple identical counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute one document. Notwithstanding the foregoing, until this Agreement has been executed by both the Buyer and the Seller, it shall not be binding or effective as to any of the parties, nor shall the negotiations or correspondence between the parties, nor preparation of this Agreement by one or any of them be considered as an offer to purchase or sell the Property or an agreement to enter into this Agreement; it being the intention of the parties that only the execution of this Agreement by both Buyer and Seller shall make it a binding and enforceable agreement. The undersigned agree to accept a digital image of this Agreement, as executed, as a true and correct original and admissible as best evidence for the purposes of State law, Federal Rule of Evidence 1002, and like statutes and regulations.

(f)

This Agreement is an agreement between Seller and Buyer only and no third parties shall be entitled to assert any rights as third party beneficiaries hereunder.

(g)

No waiver of any provision of this Agreement shall be effective unless in writing and executed by the party waiving the right, and such waiver shall not be deemed a waiver of any other provision of this Agreement.

(h)

Notwithstanding anything in this Agreement to the contrary, either Buyer or Seller may designate the Property as part of a 1031 Exchange under the Internal Revenue Code of 1986, as amended. In such event, Buyer and Seller respectively agree to cooperate with the other in such transaction, including, but not limited to, executing any commercially reasonable documents requested by the designating party and cooperating in a commercially reasonable manner with any facilitator in such transaction, provided that: (i) the nondesignating party shall not incur any liability in connection with the exchange, (ii) the nondesignating party shall not be obligated to take title to any real property, (iii) the Closing Date shall not be extended to accommodate nor shall the Closing be conditioned on consummation of the exchange, and (iv) any and all additional costs and charges attributable to the exchange including, without limitation, reasonable attorneys’ fees, brokers’ commissions and other transaction-related expenses shall be paid for by the designating party immediately upon demand by the nondesignating party.

23.

Leases.

(a)

As of the Effective Date, the Property is encumbered by those certain leases, licenses or other occupancy agreements set forth on Schedule 23(a) attached hereto and made a part hereof (collectively, the “Leases” and each individually a “Lease”), pursuant to which Leases certain parties (collectively, the “Tenants” and each individually a “Tenant”) occupy portions of the Property. At Closing, Seller shall assign to Buyer and Buyer shall assume from Seller the Leases pursuant to an Assignment and Assumption of Leases between Buyer and Seller to be delivered at Closing (the “Assignment and Assumption of Leases”), which Assignment and Assumption of Leases shall be in the form of Exhibit “C” attached hereto and made a part hereof. The Tenants shall be notified of the change in ownership of the Property at Closing pursuant to a letter substantially in the form of Exhibit “E” attached hereto and made a part hereof (the “Tenant Notice Letter”).

(b)

Seller shall have until the Closing to collect any Delinquent Rent from any Tenants. Following the Closing, Seller shall not have the right to pursue claims against any Tenants under the Leases in connection with any obligations of such Tenants under the Leases that are attributable to the period prior to and including the Closing Date (including, without limitation, for any Delinquent Rent). The provisions of this Section 23(b) shall survive the Closing.

(c)

At Closing, to the extent any leasing commissions, leasing incentives or tenant improvement allowances (collectively, “TA/LC”) with respect to any Leases in effect as of the Effective Date are unpaid as of the Closing Date (collectively, “Unpaid TA/LC”), Buyer shall receive a credit from Seller toward the Purchase Price in an amount equal to the amount of such Unpaid TA/LC as of the Closing Date and shall, subject to this Section 23(c), be responsible for payment of credited amount of Unpaid TA/LC when due. Seller represents and warrants that the amount of all Unpaid TA/LC for the Property as of the Effective Date is listed in Schedule 23(c) attached hereto. Buyer shall be responsible for any and all TA/LC to the extent attributable to any Lease, or any renewal, extension or expansion of any Lease, in each case entered into after the Effective Date and approved in writing by Buyer, in its sole discretion (collectively, “New TA/LC”), and is hereby deemed to have assumed the obligation to pay such New TA/LC following the Closing Date. Except as otherwise set forth in this Agreement, Seller shall have no liability for any TA/LC after Closing.

Buyer shall indemnify, defend and hold harmless Seller from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered or incurred by Seller as a result of Buyer’s failure to pay the amount of any Unpaid TA/LC and/or New TA/LC when the same becomes due and payable. Buyer’s obligations under this Section 23(c) shall survive Closing.

24.

Energy Efficiency Rating Disclosure. In accordance with §553.996, Florida Statutes, Seller hereby notifies Buyer of Buyer’s option to obtain an energy-efficiency rating on the buildings on the Property. Seller makes no representations or warranties as to any such energy-efficiency rating. Such information shall not constitute a basis for any claims against Seller with respect to the disclosures required under the Florida Building Energy-Efficiency Rating Act, nor shall Seller be liable or responsible to Buyer for its reliance on any energy-efficiency rating obtained by Buyer on its behalf.

25.

Radon Gas. RADON GAS IS A NATURALLY OCCURRING RADIOACTIVE GAS THAT, WHEN IT HAS ACCUMULATED IN A BUILDING IN SUFFICIENT QUANTITIES, MAY PRESENT HEALTH RISKS TO PERSONS WHO ARE EXPOSED TO IT OVER TIME. LEVELS OF RADON THAT EXCEED FEDERAL AND STATE GUIDELINES HAVE BEEN FOUND IN BUILDINGS IN FLORIDA. ADDITIONAL INFORMATION REGARDING RADON AND RADON TESTING MAY BE OBTAINED FROM YOUR COUNTY PUBLIC HEALTH UNIT.

[Remainder of this page intentionally left blank; signatures follow]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

      SELLER:
 
SERITAGE SRC FINANCE LLC,
a Delaware limited liability company
 
By:
Printed Name:
Title:
 
      BUYER:
 
BOULEVARD STEP VENTURES LLC, 
a Delaware limited liability company
 
By:
Name:
Title:

(Signature Page to Real Estate Purchase Agreement)

ESCROW CONSENT AND ACKNOWLEDGMENT

The undersigned agrees to act as the Title Company and Escrow Agent for the transaction described in the above Agreement as provided herein. Receipt of the Earnest Money is hereby acknowledged. The undersigned agrees to hold and deliver the Earnest Money and any other sums to be delivered under this Agreement in accordance with the terms of this Agreement.

FIRST AMERICAN TITLE INSURANCE COMPANY

Escrow No. By:

Print Name:

Authorized Representative

Date: ___________________, 2025

LIST OF SCHEDULES AND EXHIBITS


Schedule 3(c) Schedule 6	Tenant Notices of Commencement Exceptions to Seller’s Representations and Warranties
Schedule 6(i) Schedule 6(j)	List of Security Deposits List of Contracts
Schedule 6(k) Schedule 6(p) Schedule 9(d)	List of Litigation List of Construction Contracts List of National and Regional Tenants
Schedule 9(j) Schedule 23(a)	Temporary Certificates of Occupancy Leases
Schedule 23(c)	Unpaid TA/LC

Exhibit “A”	Legal Description of the Property
Exhibit “B”	Form of Title Affidavit
Exhibit “C”	Form of Assignment and Assumption of Leases
Exhibit “D”	Form of Assignment and Assumption of Contracts
Exhibit “E”	Form of Tenant Notice Letter
Exhibit “F”	Form of Estoppel
Exhibit “G”	Form of Deed
Exhibit “H”	Form of Assignment and Assumption of Record Documents
Exhibit “I” Exhibit “J”	Form of Bill of Sale Form of Seller Representation Certificate

SCHEDULE 3(c)

TENANT NOTICES OF COMMENCEMENT

Requirement Nos. 11, 13, 14 and 16 (a)-(h) set forth B-I of Commitment dated July 6, 2025.

SCHEDULE 6

EXCEPTIONS TO SELLER’S REPRESENTATIONS AND WARRANTIES

Robinson Tenant - Default Notice dated May 20, 2025.

Gas Bijoux Tenant – Termination Letter dated August 21, 2025.

Salty Donut Tenant – Default Notice dated August 19, 2025.

Schedule 6 – Page 2 of 1

SCHEDULE 6(i)

SECURITY DEPOSITS


Tenant Name	Lease ID	SEC. D. Billed	SEC. D. Paid
CCRM Florida, LLC	985	166,641.00	166,641.00
Sher Dental of Aventura PA	1027	27,540.00	27,540.00
WLFD, INC.,	1045	41,241.67	41,241.67
Chip Aventura LLC	1065	10,811.67	10,811.67
Robinson Sports Inc	1067	30,508.00	30,508.00
Miami Luxury Beds Inc	1068	16,362.00	16,362.00
Skin Laundry Holdings Inc	1072	11,705.83	11,705.83
If So Boutique \| Aventura	1077	36,603.60	36,603.60
Tremble Aventura LLC	1084	22,144.00	22,144.00
Pura Vida Aventura Esplanade LLC	1088	64,370.82	64,370.82
Anatomy Aventura LLC	1074	127,410.00	127,410.00
Wairua LLC	1091	64,766.04	64,766.04
The Keyes Company	1094	25,575.00	25,575.00
Lola and the Boys Aventura LLC	1098	32,000.00	32,000.00
Feulard Miami LLC	1100	44,040.46	44,040.46
Grafiti Home, Inc	1102	8,243.11	8,243.11
Elestyle 1997 Corp	1104	24,000.00	24,000.00
Total		753,963.20	753,963.20

Tenant Name	Lease ID	Institution	LOC Amount
Jarana	509	JP Morgan	548,730.00
Carolo Holdings, LLC	614	Santander	967,750.00
Next Health	1082	United Community	257,565.00
Hastens	1068	TD Bank	125,000.00
Feulard Miami LLC	1100	Bank of America	207,114.96
Total			2,106,159.96

SCHEDULE 6(j)

CONTRACTS

None.

SCHEDULE 6(k)

LITIGATION

Case No. 2025-007641-CA-01, in the Circuit Court of Eleventh Judicial Circuit, styled VCC, LLC v. Seritage SRC Finance LLC

VCC the general contractor for the project currently has a mechanics lien in the amount of $612,210.23 pursuant to a Partial Release of Claim of Lien filed on April 15, 2025 and recorded in Book 34710, Page 751 of the Official Records of Miami-Dade County, FL (the “VCC Lien”) and in connection therewith filed a Notice of Lis Pendens in the Circuit Court of the Eleventh Judicial Circuit in and for Miami Dade Couty, Florida, General Jurisdiction Division, Case No.: 2025-007641-CA-01, case style: VCC, LLC, Plaintiff v. Seritage SRC Finance, LLC, Defendant (the “Litigation”), which Lis Pendens was recorded in Book 34752, page 1967 of the Official Records of Miami-Dade County, FL. The VCC Lien relates to a disputed change order from Hub Steel (a former subcontractor on the project).

Additionally, VCC and Seritage are parties to a Partial Settlement, Release and Close-Out Agreement dated March 7, 2025 (the “Partial Settlement Agreement”) pursuant to which the parties settled certain claims resulting in Seritage making certain payments to VCC which in turn reduced the VCC Lien to the amount referenced above. Additionally, pursuant to the Partial Settlement Agreement, VCC retained (i) claims against Seritage related to an arbitration award (American Arbitration Association at Case No. 01-20-0019-2827) in favor of Hub Steel in the amount of $3,384,189.61 that was paid by VCC (the “Hub Steel Award”) and (ii) a claim for prompt pay interest which as of January 22, 2025 was $637,890.53. Seritage also preserved claims under the Partial Settlement Agreement including a claim in the amount of $3,335,583 on account of deficient work performed by Hub Steel which Seritage paid another subcontractor to remediate. VCC filed a demand for arbitration with the American Arbitration Association Case No. 01-25-003-3640 pursuant to the dispute resolution provision of the contract between VCC and Seritage, which resulted in the Litigation being stayed pending resolution of the arbitration.

Personal Injury Lawsuit: Danielle Sessa v. Seritage Growth Properties, L.P., et. al, Case No. 2023-05446-CA-01, in the Circuit Court of the Eleventh Judicial Circuit, Miami-Dade County, Florida

There is a personal injury lawsuit currently pending with respect to Aventura Mall and Seller’s property. Aventura Mall Venture (“AMV”) is also a party in the case. The case involves a plaintiff that tripped on a pile of asphalt located on the other side of the construction fence from our property within a portion of the parking lot owned by AMV.

Personal Injury Lawsuit: Peter Hanna v. TBBM Capital, LLC and Seritage SRC Finance LLC, Case No. 2025-016113-CA-01, in the Circuit Court of the Eleventh Judicial Circuit, Miami-Dade County, Florida

This is a personal injury lawsuit involving Seller’s property and Aventura Mall Venture. Complaint has been filed in this matter and served upon Seller. Plaintiff named the wrong entity for Aventura Mall - TBBM Capital, LLC. TBBM has not been served with the Complaint. Plaintiff alleges to have fallen near property line with AMV. On May 15, 2025, AMV sent letter to Seller providing Seller with the Letter of Representation received from Plaintiff’s attorney and further informed Seller that it will be expected to indemnify AMV should a lawsuit be filed. Seller is investigating the location where the incident may have occurred. Nothing herein should be construed to constitute or otherwise operate as a waiver or relinquishment of any rights which Seller may have under any applicable agreements or laws.

Personal Injury Claim: Medal Baca, Alfredo Raul personal injury claim. Lawsuit has not been filed on this matter. Premium Painters employee alleged to have tripped on stairs. No activity on this claim in 18 months.

Personal Injury Claim: Maria Eltit personal injury claim. Lawsuit has not been filed in this matter. Claimant alleged to have scraped leg on metal casing.

Schedule 6(k) – Page 2 of 2

SCHEDULE 6(p)

List of Construction Contracts

Purchase Order dated June 18, 2024 between Seller, as vendee and Fisk Electric Company, as vendor, together with Project Change Order dated July 3, 2025.

Purchase Order dated December 13, 2023 between Seller, as vendee and RCC Associates, Inc., as vendor, together with Project Change Order dated May 2, 2025.


Contractor	Contract Type	Scope	Contract Value	Balance to Finish
RCC	Lump Sum	Misc. CO Work	$92,995.12	$2,763.22
MTCI	T&M	Expeditor: TCO and CO work	N/A	Billed on T&M
SB	T&M	AOR	N/A	N/A
Fisk	Lump Sum	Electrical Contractor: Completion of CO items	$491,700.00	$74,281.00
VCC	Cost Plus	GC: Subcontractor Change Orders pursuant to interim settlement agreement	N/A	$612,210.23

SCHEDULE 9(d)

LIST OF NATIONAL AND REGIONAL TENANTS

Industrious Tenant

Joey Tenant

North Restaurants Tenant

Starbucks Tenant

BOA Tenant

SCHEDULE 9(j)

TEMPORARY CERTIFICATES OF OCCUPANCY


BLDG	MD Permit #	COA Permit #
BLDG	MD Permit #	COA Permit #
BLDG A	2019-034590	18-03045
BLDG B/B2/B3	2019-029777	18-02677
BLDG C	2019021432	18-02320
PODIUM	2018074076	18-00622
BLDG D	2019032119	18-2784
BLDG E	2019-035298	18-02785
BLDG F	2019032835	18-02927
SITE WORK	2018011894	19-00187


V Boxes	MD Permit #	COA Permit #
V Boxes	MD Permit #	COA Permit #
Seritage EA- V Box package 1 Bldg C Level 1– 3110-3120-3130-3140-3145-3165-3170	2023010935	BCOM2003-0002
1. Seritage EA- V Box package 2 Bldg B Level 1- 2125-2130-2170-2160	2023010929	BCOM2003-0001
Seritage EA- V Box package 3 Bldg C Level 2 – 3240-3260	2023-008764	BCOM2003-0004
1. Seritage EA- V Box package 4 Bldg B Level 2 – 2250-2270	2023012216	BCOM2003-0003

SCHEDULE 23(a)

LEASES

Lease dated May 2, 2025 by and between Seritage SRC Finance LLC, as landlord, and Grafiti Home, Inc., as tenant (7th Avenue).

Lease dated December 7, 2023 by and between Seritage SRC Finance LLC, as landlord, and Anatomy Aventura LLC, as tenant, as amended by First Amendment to Lease dated as of May 21, 2024, as affected by letter dated October 2, 2024 and by Commencement Date letter agreement dated January 6, 2025, and as guaranteed by Guaranty dated as of December 7, 2023, given by Anatomy Management, LLC, 1220 Associates LLC, The Compound Miami LLC, Anatomy Grove LLC, and Anatomy Doral LLC, and by Guaranty dated as of December 7, 2023 given by Randy Frankel.

License Agreement (Mechanical Room) dated May 16, 2025 by and between Seritage SRC Finance LLC, as licensor, and Anatomy Aventura LLC, as licensee.

License Agreement (Sales Office) dated July 8, 2025 by and between Seritage SRC Finance LLC, as licensor, and Anatomy Aventura LLC, as licensee.1

Lease dated June 12, 2024 by and between Seritage SRC Finance LLC, as landlord, and Bank of America, National Association, as tenant (“BOA Tenant”), as affected by Rent Commencement Date Agreement dated August 15, 2025.

Lease dated January 28, 2022 by and between Seritage SRC Finance LLC, as landlord, and CCRM Florida, LLC, as tenant (“CCRM Tenant”), as amended by First Amendment to Lease dated as of December 13, 2023 and by Second Amendment to Lease dated as of March __, 2024, and as guaranteed by Guaranty dated as of January 28, 2022 given by Crestone Intermediate Holdings, LP.

Lease dated August 29, 2023 by and between Seritage SRC Finance LLC, as landlord, and Chip Aventura LLC, as tenant, as affected by letter dated January 24, 2024 and by letter dated August 14, 2024, and as amended by First Amendment to Lease dated June 1, 2025, and as guaranteed by Guaranty dated as of August 29, 2023 given by PPTG Holdings LLC.

Lease dated April 6, 2025 by and between Seritage SRC Finance LLC, as landlord, and Feulard Miami LLC, as tenant, and as guaranteed by Guaranty dated as of April 6, 2025 given by Shay Buta, Yoav Haleva and Anabell Assouline.

Lease dated September 15, 2023 by and between Seritage SRC Finance LLC, as landlord, and Robinson Sports Inc, as tenant (“Robinson Tenant”) (Fit 2 Run), as affected by letter dated March 27, 2024 and by letter dated August 28, 2024.2

10.

Intentionally omitted.

1 Expires as of the earlier of (i) December 31, 2025, and (ii) Tenant opening for business. If Tenant has opened by Closing, this item will be deleted.

2 If the First Amendment to Lease is fully executed by Closing, it will be added.

11.

Lease dated February 25, 2020 by and between Seritage SRC Finance LLC, as landlord, and S Vedra Corporation, as tenant (“Gas Bijoux Tenant”), as amended by First Amendment to Lease dated as of July 11, 2022 and by Second Amendment to Lease dated as of March 3, 2025, and as guaranteed by Guaranty dated ___, 2020 given by Pascal Legrand, and as affected by letter dated August 21, 2025.3

12.

Lease dated May 9, 2019 by and between Seritage SRC Finance LLC, as landlord, and Carolo Holdings, LLC, as tenant, as amended by First Amendment to Lease dated as of December 31, 2020, by Second Amendment to Lease dated as of February 3, 2025, and by Third Amendment to Lease dated as of July 21, 2025, as affected by letter dated April 5, 2022, and as guaranteed by Guaranty effective as of May 9, 2019 given by Grupo Carolo, S.A. de C.V.

13.

Lease dated October 26, 2023 by and between Seritage SRC Finance LLC, as landlord, and Miami Luxury Beds, Inc., as tenant (“Hastens Tenant”), as amended by First Amendment to Lease dated as of September 10, 2024 and by Second Amendment to Lease dated as of May 21, 2025, as affected by letter dated January 13, 2025 and by letter dated August 21, 2025, and as guaranteed by Guaranty dated as of October 26, 2023 given by Brickell Mattress LLC.

14.

Lease dated March 31, 2024 by and between Seritage SRC Finance LLC, as landlord, and If So Retail Aventura, Inc., as tenant, as affected by letter dated January 24, 2025, and as guaranteed by Guaranty dated as of March 31, 2024, given by Francisco Fuertes and Ana Fuertes.

15.

Office Lease dated March 29, 2019 by and between Seritage SRC Finance LLC, as landlord, and Industrious MIA 19505 Biscayne Boulevard LLC (“Industrious Tenant”), Industrious FFX 12000 Fair Oaks Mall LLC, Industrious New 6000 Mowry Avenue LLC, Industrious San 4575 La Jolla Village Drive LLC, and Industrious WHF 1445 New Britain Avenue LLC, individually and collectively as tenant, as amended by First Amendment to Office Lease, dated as of September 27, 2019, and by Second Amendment to Office Lease dated as of September 27, 2019.

➢

Individualized Lease Execution Document as it pertains to the Property by and between Seritage SRC Finance LLC and SF WH Property Owner LLC, SI UTC Property Owner LLC, Industrious MIA 19505 Biscayne Boulevard LLC, Industrious FFX 12000 Fiar Oaks Mall LLC, Industrious New 6000 Mowry Avenue LLC, Industrious San 4575 La Jolla Village Drive LLC, Industrious WHF 1445 New Britain Avenue LLC, Industrious SBN 1178 El Camino Real LLC, Industrious THO 145 West Hillcrest Drive LLC, Industrious PLA 8000 West Broward Boulevard LLC, Industrious HIC 195 North Broadway LLC, and Industrious DAL 13131 Preston Road LLC, as tenant, dated as of September 27, 2019, as amended by First Amendment to Individualized Lease Execution Document for Aventura dated as of January 19, 2021, by and between Seritage SRC Finance LLC, as landlord, and Industrious MIA 19505 Biscayne Boulevard LLC, as tenant, and by Second Amendment to Individualized Lease Execution Document for Aventura dated as of July 20, 2023, and as guaranteed by Guaranty of Lease dated as of September 27, 2019 given by Industrious National Management Company LLC.

16.

Lease dated March 30, 2018 by and between Seritage SRC Finance LLC, as landlord, and JFL Aventura LLC, successor by Lease Assignment and Assumption Agreement dated as of May 31, 2022 from Aventura Peruana LLC, successor by Lease Assignment and Assumption Agreement dated as of February 21, 2019 from Acurio International, Inc., under its former corporate name Summers Overseas Corporation, as tenant, as amended by First Amendment to Lease dated as of

3As referenced on Schedule 6, a lease termination letter dated August 21, 2025 has been sent to Gas Bijoux Tenant and the Gas Bijoux Lease reference will be removed at Closing if Gas Bijoux Lease is no longer a tenant at Closing.

May 31, 2022, by Second Amendment to Lease dated as of February 23, 2024, by Third Amendment to Lease dated as of December 23, 2024 and by Fourth Amendment to Lease dated as of May 19, 2025 and as affected by letter dated November 1, 2023.

17.

Lease dated November 9, 2018 by and between Seritage SRC Finance LLC, as landlord, and Joey Restaurant (Aventura) Inc., as tenant (“Joey Tenant”), as amended by First Amendment to Lease dated as of May 18, 2022, by Second Amendment to Lease dated as of January 15, 2025, and by Third Amendment to Lease dated as of May 27, 2025, as affected by Indemnity and Hold Harmless Agreement dated as of October 5, 2022, and as guaranteed by Guaranty dated November 9, 2018 given by Joey and Cucina Restaurants, Inc.

18.

Lease dated February 1, 2025 by and between Seritage SRC Finance LLC, as landlord, and The Keyes Company, as tenant.

19.

Lease dated December 29, 2023 by and between Seritage SRC Finance LLC, as landlord, and Lego Brand Retail, Inc. as tenant (“Lego Tenant”), as affected by letter dated August 8, 2024 and by letter dated August 13, 2024.

20.

License Agreement (Storage Area) dated as of April __, 2024 by and between Seritage SRC Finance LLC, as licensor, and Lego Brand Retail, Inc., as licensee.4

21.

Agreement dated August 12, 2022 by and between Seritage SRC Finance LLC, as licensor, and Quantela QDA LLC (DBA The Liquid Group).

22.

Lease dated March 10, 2025 by and between Seritage SRC Finance LLC, as landlord, and Lola & The Boys Aventura, LLC, as tenant, as guaranteed by Guaranty effective as of March 10, 2025, given by Lola + The Boys, Inc.

23.

Lease dated June 12, 2024 by and between Seritage SRC Finance LLC, as landlord, and NH Aventura LLC f/k/a NH Miami LLC, as tenant, as guaranteed by Guaranty dated June 12, 2024 given by Thomas J. Phillips, Branchbrook Family Limited Partnership, and Branchbrook Family LLC, and as affected by Landlord’s Subordination of Lien dated January 29, 2025 and by letter dated July 3, 2025.

24.

Lease dated December 8, 2022 by and between Seritage SRC Finance LLC, as landlord, and North Restaurants LLC, as tenant (“North Restaurants Tenant”), and as guaranteed by Guaranty dated as of December 8, 2022 given by The Cheesecake Factory Restaurants, Inc., and as affected by letter dated December 14, 2023.

25.

Lease dated April 6, 2022 by and between Seritage SRC Finance LLC, as landlord, and 1Life Healthcare, Inc., as tenant, as amended by First Amendment to Lease dated as of April 24, 2023, and as affected by letter dated July 11, 2022, and by letter dated November 28, 2023.

26.

Intentionally omitted.

27.

Intentionally omitted.

4 Lego Tenant under License Agreement remains in possession with no formal extension.

28.

Lease dated September 23, 2024 by and between Seritage SRC Finance LLC, as landlord, and Pura Vida Aventura Esplanade, LLC, as tenant, as guaranteed by Guaranty dated as of September 23, 2024 given by Pura Vida Holdings Group LLC.

29.

Lease dated October 25, 2022 by and between Seritage SRC Finance LLC, as landlord, and WLFD, Inc., as tenant (Pure Barre), as affected by Landlord Subordination and Consent dated April 24, 2023 and by letter dated June 16, 2023, and as amended by Amendment to Lease dated as of December __, 2023 and by First Amendment to Lease dated as of ________, 2024, and as guaranteed by Guaranty dated as of October 25, 2022 given by Caitlin Conlon.

30.

Lease dated November 7, 2023 by and between Seritage SRC Finance LLC, as landlord, and Salt & Straw, LLC, as tenant, as amended by First Amendment to Lease dated as of September 16, 2024, and as affected by letter dated October 3, 2024 and by letter dated June 19, 2025.

31.

Lease dated November 29, 2023 by and between Seritage SRC Finance LLC, as landlord, and The Shade Store, LLC, as tenant, as amended by First Amendment to Lease dated as of July 26, 2024, and as affected by letter dated January 21, 2025.

32.

Lease dated November 3, 2022 by and between Seritage Finance LLC, as landlord, and TSD Esplanade Tenant, LLC, as tenant (“Salty Donut Tenant”), as affected by letter dated June 15, 2023, and as amended by First Amendment to Lease dated as of February 28, 2025, and by Second Amendment to Lease dated as of July 30, 2025 and as guaranteed by Guaranty dated as of November 3, 2022 given by The Salty Donut, Inc.

33.

Intentionally omitted.

34.

Lease dated July 15, 2022 by and between Seritage SRC Finance LLC, as landlord, and Sher Dental of Aventura, P.A., as tenant, letter agreement dated July 22, 2022, and by letter agreement dated November 1, 2022, as modified by letter agreement dated December 21, 2023, and as affected by letter dated March 15, 2023, and as guaranteed by Guaranty dated as of July 15, 2022 given by Sydney Sher Segall, D.M.D and Guaranty dated as of July 15, 2022 given by Sher Dental, P.A.

35.

Lease dated November 27, 2023 by and between Seritage SRC Finance LLC, as landlord, and Skin Laundry Holdings, Inc., as tenant, as amended by First Amendment to Lease, dated as of May 2, 2024, and as affected by letter dated February 7, 2025 and by letter dated February 13, 2025.

36.

Commercial Lease dated February 27, 2025 by and between Seritage Finance LLC, as landlord, and Starbucks Corporation, as tenant (“Starbucks Tenant”), as affected by Deliver of Premises form signed by Starbucks Tenant on May 12, 2024 and landlord on June 2, 2025.

37.

Lease dated March 3, 2023 by and between Seritage SRC Finance LLC, as landlord, and STK Aventura, LLC, as tenant, as amended by First Amendment to Lease dated August __, 2024, and as affected by letter dated August 13, 2024 and by letter dated March 20, 2025, and as guaranteed by Guaranty of Lease effective as of March 3, 2023 given by The One Group Hospitality, Inc.

38.

License Agreement (Storage Area) dated as of October __, 2024 by and between Seritage SRC Finance LLC, as licensor, and STK Aventura, LLC, as licensee.

39.

Lease dated May 17, 2022 by and between Seritage SRC Finance LLC, as landlord, and Sweetgreen Florida, LLC, as tenant (“Sweetgreen Tenant”), as affected by letter dated January 10, 2023 and by letter agreement dated July 22, 2022, as modified by Confirmation Certificate dated September 28, 2023, and as guaranteed by Guaranty dated as of May 17, 2022 by Sweetgreen Inc.

40.

Lease dated July 12, 2024 by and between Seritage SRC Finance LLC, as landlord, and Tremble Aventura LLC, as tenant, as guaranteed by Guaranty dated as of July 12, 2024 given by APMA Holdings, Inc., and by Guaranty as of dated July 12, 2024 given by Aryan Rashed.

41.

Lease dated January 23, 2025 by and between Seritage SRC Finance LLC, as landlord, and Wairua LLC, as tenant, and as guaranteed by Guaranty effective as of January 23, 2025 given by Renzo Bordoni and Azul Bordoni.

42.

License Agreement dated May 29, 2025 by and between Seritage SRC Finance LLC, as licensor, and Elestyle 1997 Corp., as licensee .

SCHEDULE 23(c)

UNPAID TA/LC


CapEx Schedule	Suite	Outstanding Amount (8/27/2025)
Bank of America - JLL/Zach Winkler	5050	266,707
Anatomy FItness (Tenant Broker) - Comras Company	3150/3210A	125,000
Pura Vida (Landlord Broker) - Vertical	3160/3165	106,587
Jarana (Landlord Broker) - CBRE	5150	95,690
Keyes Company - CBRE	3220	52,775
Next Health (Landlord Broker) -Vertical	2125	81,133
Hastens (Tenant Broker) - JLL	2140	30,090
7th Avenue (Tenant Broker) - Vertical	2170	25,205
Starbucks - Vertical	2195	32,500
Starbucks - Ripco	2195	58,800
Feulard Salon - Vertical	3140	71,232
Lola and the Boys - Vertical	3170	49,008
Wairua - Vertical	2155B	34,557

LEASING COMMISSIONS		1,029,284

Anatomy Suite	3150/3210A	2,700,232
Pura Vida	3160/3165	500,000
Bank of America	5050	515,300
Next Health	2125	367,950
Tremble	3250	200,000
Keyes Company	3220	300,000
Salt & Straw	2155A	155,000
Shade Store	2190	232,118
Fit 2 Run	3260	146,000
Salty Donut	2198	75,000
Lego Suite	2110	200,000
Chip City	2199	49,900
Amalfi Llama	4150	35,000
Wairua	2155B	100,540
Starbucks	2195	490,000
Feulard Salon	3140	45,000
Lola and the Boys	3170	100,000
TENANT ALLOWANCE		6,212,040

TOTAL		7,241,324

Schedule 23(c) – Page 1 of 1

EXHIBIT “A”

LEGAL DESCRIPTION OF THE PROPERTY

The Land referred to herein below is situated in the County of Miami-Dade, State of Florida, and is described as follows:

Parcel 1 a parcel of land lying in Section 3, Township 52 South, Range 42 East, Miami-Dade County, Florida more particularly described as follows: commencing at the Northwest corner of said section 3, Township 52 South, Range 42 East; thence N 87° 27' 29" E along the North line of said section 3, a distance of 875.83 feet to a point on the center line of Aventura Boulevard; thence S 2° 32' 31" E, a distance of 73.00 feet to a point on the Southerly right-of-way line of Aventura Boulevard; thence S 87° 27' 29" W, along said Southerly right-of-way line, a distance of 12.60 feet to a point; thence 78.18 feet along a curve to the left, having a radius of 50.00 feet and a chord of 70.45 feet, bearing S 42° 39' 47" W to a point on the Easterly right-of-way line of state road no. 5 (U.S. hwy. No. 1) as shown on the plat of "aventura 4th addition" Plat Book no. 116, Page 34 of the public records of Miami-Dade County, Florida; thence S 2° 07' 55" E, along said Easterly right-of-way line, a distance of 1320.72 feet to a point; thence N 87° 52' 05" E, a distance of 435.30 feet to the principal point and Place of Beginning of the following description: thence N 74° 30' 00" E, a distance of 170.36 feet to a point; thence N 15° 30' 00" W, a distance of 18.00 feet to a point; thence N 74° 30' 00" E, a distance of 491.43 feet to a point; thence S 60° 30' 00" E, a distance of 380.10 feet to a point; thence S 29° 30' 00" W, a distance of 6.62 feet to a point; thence S 60° 30' 00" E, a distance of 94.67 feet to a point; thence S 29° 30' 00" W, a distance of 78.54 feet to a point; thence S 60° 30' 00" E, a distance of 31.21 feet to a point; thence S 15° 30' 00" E, a distance of 510.00 feet to a point; thence S 74° 30' 00" W, a distance of 64.02 feet to a point; thence S 25° 00' 00" W a distance of 85.78 feet to a point; thence N 65° 00' 00" W, a distance of 162.20 feet to a point; thence 320.42 feet, along an arc to the right, having a radius of 2250.00 feet and a chord of 320.15 feet, bearing N 60° 55' 13" W to a point; thence N 56° 50' 26" W, a distance of 325.26 feet to a point; thence N 49° 47' 00" .6" W, a distance of 485.32 feet to the principal point and Place of Beginning.

Exhibit “A” – Page 1 of 1

EXHIBIT “B”

FORM OF TITLE AFFIDAVIT

OWNER’S CERTIFICATE & GAP INDEMNITY

STATE OF NEW YORK )

) ss:

COUNTY OF ______ )

_____________________________, ______________ of SERITAGE SRC FINANCE LLC, a Delaware limited liability company (“Owner”), the Owner of the premises described in Title Commitment No. 3020-1134153 (the “Title Commitment”), and in consideration of First American Title Insurance Company (the “Company”) issuing its policy of title insurance insuring an interest in the real estate described therein, and being first duly sworn on oath, states as follows, to his or her actual knowledge after inquiry of the applicable asset manager:

That Owner is the owner of, or has an ownership interest in, the real estate more particularly described in the Title Commitment (the “Property”).

That, except as specifically shown in the Title Commitment, there are no delinquent real estate taxes or unpaid current real estate taxes; nor any pending or levied assessments on the Property, including but not limited to those for trees, sidewalks, streets, sewers and water lines.

That Owner’s possession of the Property is subject to the rights of tenants in possession which tenants listed on EXHIBIT A attached hereto and that no other party has possession, or has a right of possession under any tenancy, lease or other agreement.

There are no unrecorded options to purchase or rights of first refusal affecting the Property of parties claiming.

That, other than routine maintenance, there have been no construction, repairs, alterations, improvements made, ordered or contracted to be made on or to the Property, nor materials ordered, within the last 180 days except as set forth on EXHIBIT B, which work or materials have been paid for. [Determine if any additional requirements arising due to any on going work.]

That there are no unrecorded mortgages, deeds to secure debt, deeds of trust, judgments, abstracts, or other monetary liens or charges against the Property and Owner has not granted any unrecorded easements, covenants, licenses, servitudes, or similar agreements encumbering the Property.

That Owner has not received written notice that the covenants, including payment of any assessments, dues and fees and restrictions contained in the Title Commitment have been violated which violation hasn't been cured, satisfied, or otherwise finally resolved and Owner knows of no existing circumstances which would cause such a violation.

Exhibit “B” – Page 1 of 5

AND WHEREAS, the Company has been requested to issue its policy or policies of title insurance referenced above in favor of the Insured named therein and the Company is unwilling to issue said policy or policies until the closing instrument(s) under which the insured acquires an interest in said Property is/are filed for record in the appropriate recording office(s);

AND WHEREAS, the parties in the transaction have requested the Company to provide a so-called “New York Style Closing” which provides for the unconditional delivery of the closing instrument(s) between the parties and the passing of consideration therefore.

NOW THEREFORE it is agreed that in consideration of the Company issuing its policy or policies without making exception therein of matters which may arise between the most recent effective date of the title commitment (the last date upon which the search of title is effective) and the date the documents creating the interest being insured have been filed for record and which matters may constitute an encumbrance on or affect said title, the undersigned agrees to promptly defend, remove, bond or otherwise dispose of any encumbrance, lien or objectionable matter to title as a result of acts or omissions by Owner (collectively, “objection(s) to title”) which may arise or be filed, as the case may be, against the captioned Property during the period of time between the most recent effective date of Title Commitment and date of recording of all closing instruments, and to hold harmless and indemnify the Company against all expenses, costs and attorneys fees which may arise out of its failure to so remove, bond or otherwise dispose of any said objection(s) to title.

[no further text this page]

Exhibit “B” – Page 2 of 5

____________________________________

Name: ___________________________

not personally but solely as _______________________

of SERITAGE SRC FINANCE LLC, a Delaware limited liability company

State of ___________

County of ____________

This certificate was acknowledged before me on this ______ day of _____ __, 2025, by ______________________________ , personally known to me or proved to me on the basis of satisfactory evidence to be the person who appeared before me.

____________________________________

(Notary Public)

(Signature Page to Owner’s Certificate & Gap Indemnity)

Exhibit “B” – Page 3 of 5

EXHIBIT A

(Leases)

(Insert List)

Exhibit “B” – Page 4 of 5

EXHIBIT B

(Ongoing Work)

(Insert List)

Exhibit “B” – Page 5 of 5

EXHIBIT “C”

FORM OF ASSIGNMENT AND ASSUMPTION OF LEASES

ASSIGNMENT AND ASSUMPTION OF LEASES

THIS ASSIGNMENT AND ASSUMPTION OF LEASES (“Assignment”) is entered into as of _____________, 2025 (“Effective Date”) by and between SERITAGE SRC FINANCE LLC, a Delaware limited liability company (“Assignor”), and ______________________________ (“Assignee”).

R E C I T A L S:

A. Assignor is the owner of that certain real property and improvements located in the City of Aventura, County of Miami-Dade and State of Florida, having a street address of 19505 Biscayne Boulevard, Aventura, Florida as more particularly described on Exhibit “A” attached hereto and incorporated herein by reference (the “Property”).

B. Assignor has agreed to sell to Assignee and Assignee has agreed to purchase the Property in accordance with the terms and conditions of a certain Real Estate Purchase Agreement between Assignor and ___________ dated as of ___________, 2025 (as the same may have been amended, modified and/or assigned, the “Agreement”).

C. The Property is currently subject to those certain leases set forth on Exhibit “B” attached hereto and incorporated herein by reference (collectively, the “Leases”).

D. Assignor desires to assign Assignor’s rights under the Leases to Assignee and Assignee desires to assume Assignor’s obligations thereunder from and after the Effective Date.

NOW, THEREFORE, for and in consideration of the sum of One Dollar ($1.00), paid by Assignee to Assignor, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

Effective as of the Effective Date, Assignor does hereby assign, transfer and set over to Assignee all of Assignor’s right, title and interest in and to the Leases, if any, subject, however, to all of the covenants, terms, conditions and provisions thereof.

Assignee covenants and agrees to assume, keep and perform, from and after the Effective Date, all of the terms, covenants and conditions contained in the Leases required to be kept and performed by the owner or landlord thereunder first arising out of and accruing on or after the Effective Date.

This Assignment shall be governed and construed in accordance with the laws of the State where the Property is located, without giving effect to any conflicts of laws provisions thereof.

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

This Assignment may be executed in multiple identical counterparts all of which, when taken together, shall constitute one document.

Exhibit “C” - Page 1 of 5

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the Effective Date.

ASSIGNOR:

Seritage SRC Finance LLC,

a Delaware limited liability company

By:

Printed Name:

Title:

STATE OF §

COUNTY OF §

Before me, a Notary Public in and for said County and State, personally appeared _______________, the _______________ of Seritage SRC Finance LLC, a Delaware limited liability company, on behalf of such entity, who acknowledged that s/he did sign the foregoing instrument on behalf of such entity and that the same is his/her free act and deed and the free act and deed of said entity.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _____________________, ____________, this _____ day of _________ 2025.

Notary Public

My commission expires:

(Assignor’s Signature Page to Assignment and Assumption of Leases)

Exhibit “C” – Page 1 of 5

DOCVARIABLE ndGeneratedStamp \* MERGEFORMAT 4887-2594-7531, v. 2

ASSIGNEE:

__________________________,

a _________________________

By:

Name:

Title:

STATE OF §

COUNTY OF §

Before me, a Notary Public in and for said County and State, personally appeared _______________, the _______________ of __________________, a ______________, on behalf of such entity, who acknowledged that s/he did sign the foregoing instrument on behalf of such entity and that the same is his/her free act and deed and the free act and deed of said entity.

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _____________________, ____________, this _____ day of _________ 2025.

Notary Public

My commission expires:

(Assignee’s Signature Page to Assignment and Assumption of Leases)

Exhibit “C” – Page 2 of 5

DOCVARIABLE ndGeneratedStamp \* MERGEFORMAT 4887-2594-7531, v. 2

Exhibit A

Real Property Description

The Land referred to herein below is situated in the County of Miami-Dade, State of Florida, and is described as follows:

Exhibit “C” – Page 3 of 5

DOCVARIABLE ndGeneratedStamp \* MERGEFORMAT 4887-2594-7531, v. 2

Exhibit B

Leases

(Insert List)

Exhibit “C” – Page 4 of 5

DOCVARIABLE ndGeneratedStamp \* MERGEFORMAT 4887-2594-7531, v. 2

EXHIBIT “D”

FORM OF ASSIGNMENT AND ASSUMPTION OF CONTRACTS

ASSIGNMENT AND ASSUMPTION OF CONTRACTS

THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (“Assignment”) is entered into as of _____________, 2025 (“Effective Date”) by and between SERITAGE SRC FINANCE LLC, a Delaware limited liability company (“Assignor”), and ______________________________ (“Assignee”).

R E C I T A L S:

C. The Property is currently subject to those certain service and maintenance agreements set forth on Exhibit “B” attached hereto and incorporated herein by reference (collectively, the “Contracts”).

D. Assignor desires to assign Assignor’s rights under the Contracts to Assignee and Assignee desires to assume Assignor’s obligations thereunder from and after the Effective Date.

Effective as of the Effective Date, Assignor does hereby assign, transfer and set over to Assignee all of Assignor’s right, title and interest in and to the Contracts, subject, however, to all of the covenants, terms, conditions and provisions thereof.

Assignee covenants and agrees to assume, keep and perform, from and after the Effective Date, all of the terms, covenants and conditions contained in the Contracts required to be kept and performed by the owner thereunder first arising out of and accruing on or after the Effective Date.

This Assignment shall be governed and construed in accordance with the laws of the State where the Property is located, without giving effect to any conflicts of laws provisions thereof.

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective successors and assigns.

This Assignment may be executed in multiple identical counterparts all of which, when taken together, shall constitute one document.

Exhibit “D” - Page 1 of 5

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the Effective Date.

ASSIGNOR:

Seritage SRC Finance LLC,

a Delaware limited liability company

By:

Printed Name:

Title:

STATE OF §

COUNTY OF §

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _____________________, ____________, this _____ day of _________ 2025.

Notary Public

My commission expires:

(Assignor’s Signature Page to Assignment and Assumption of Contracts)

Exhibit “D” – Page 1 of 1

ASSIGNEE:

__________________________,

a _________________________

By:

Name:

Title:

STATE OF §

COUNTY OF §

IN TESTIMONY WHEREOF, I have hereunto set my hand and official seal at _____________________, ____________, this _____ day of _________ 2025.

Notary Public

My commission expires:

(Assignee’s Signature Page to Assignment and Assumption of Contracts)

Exhibit “D” – Page 2 of 1

Exhibit A

Real Property Description

The Land referred to herein below is situated in the County of Miami-Dade, State of Florida, and is described as follows:

Exhibit “D” – Page 3 of 1

Exhibit B

Contracts

(Insert List)

Exhibit “D” – Page 4 of 1

EXHIBIT “E”

FORM OF TENANT NOTICE LETTER

_________, 2025

___________________

Re: Notice of Sale and Assignment of Lease

[Lease Title/Name] by and between Seritage SRC Finance LLC (“Landlord”) and [Tenant Name] (“Tenant”), dated as of [Original Lease Date], for the premises located at [Premises Address] (the “Premises”).

Dear Tenant:

Please be advised that effective as of the date of this letter, Seritage SRC Finance LLC, as the current landlord under the above-referenced Lease and owner of the Premises, has completed the sale of the Premises to [Buyer Name] (“Buyer”).

As a result of this transfer, Buyer has assumed all of Landlord’s rights, title, and interest under the Lease as of [Effective Date]. Accordingly, all future rent payments, notices, and other correspondence related to the Lease should be directed to Buyer at the following address:

New Landlord Contact Information
Payee: [Buyer Name or Entity]
Mailing Address: [Buyer Address]
Email: [Buyer Email, if applicable]
Phone: [Buyer Phone Number]
Payment Instructions: [e.g., ACH/Wire details or updated payment portal, if necessary]

All other terms and conditions of your Lease remain unchanged and in full force and effect.

Should you have any questions or require additional information, please contact:

[Name of Representative]

[Title]

[Phone Number]

[Email Address]

We appreciate your cooperation in updating your records and directing all future Lease-related matters to the new Landlord as indicated above.

[remainder of this page intentionally left blank; signatures follow]

Exhibit “E” – Page 1 of 3

LANDLORD:

Seritage SRC Finance LLC,

a Delaware limited liability company

By:

Name:

Title:

(Landlord’s Signature Page to Tenant Notice Letter)

Exhibit “E” – Page 2 of 3

BUYER:

________________________,

a ___________________________

By:

Printed Name:

Title:

(Buyer’s Signature Page to Tenant Notice Letter)

Exhibit “E” – Page 3 of 3

EXHIBIT “F”

FORM OF TENANT ESTOPPEL

ESTOPPEL CERTIFICATE

[Date]

RE: Lease dated ____________, 20__, between _______________
(“Landlord”) and ____________________ (“Tenant”), as modified by amendments on _____________, 20__ (the “Lease”).

Ladies and Gentlemen:

The undersigned is the Tenant under the above referenced Lease for the demised premises (the “Demised Premises”) identified as ____________________ being a portion of the property commonly known as [Name of Store site or address], Esplanade at Aventura, Aventura, Florida (the “Shopping Center”).

With the knowledge that you will be relying on the certifications contained herein, Tenant hereby certifies that as of the date hereof:

The documents listed in Exhibit A hereto (the “Lease Documents”) (i) set forth the entire agreement between Landlord and Tenant with respect to the Demised Premises, (ii) are in full force and effect, and (iii) have not been modified or amended except as set forth in Exhibit A. There are no other understandings or agreements, written or oral, between Landlord and Tenant with respect to the Demised Premises or the Shopping Center. Tenant’s interest in the Lease and the Demised Premises has not been assigned, sublet or encumbered.

The term of the Lease commenced on _________________ and expires ___________________. The Lease contains no options to extend other than ____________________.

The current monthly Minimum Rent under the Lease is _____________ and has been paid through ____________. Percentage Rent due under the Lease has been paid through _____________ and the amount of Percentage Rent for the last period paid was $__________. Common Area Expenses, Tax Contributions, insurance and other charges due under the Lease have been paid through _________. The amount of the Security Deposit [Letter of Credit] being held by Landlord is $__________.

Tenant has accepted the Demised Premises and is in full and complete possession of the Demised Premises. Landlord has no further obligations to provide tenant improvements to the Demised Premises, such obligation, if any, having been fully performed.

F-4

To Tenant’s knowledge, neither Landlord nor Tenant are in default in their respective obligations under the Lease and there are no existing circumstances which, with the passage of time, or notice, or both, would give rise to a default under the Lease, except as follows:

No Rent under the Lease has been paid other than is currently due under the Lease or which has been paid not more than one (1) month before the due date thereof. Tenant does not now have or hold any claim or defense against Landlord which might be set off or credited against future accruing rents, and there are no credits or allowances to which Tenant is entitled.

Except as expressly set forth in the Lease and disclosed herein, Tenant (i) does not have a right to rent additional space, (ii) does not have an option or preferential right to purchase the Demised Premises, the Shopping Center or any portion thereof, and (iii) does not have any right, title or interest with respect to the Demised Premises other than as Tenant under the Lease.

The certifications contained herein are made with the knowledge that you and/or your affiliates will substantially rely upon the same and such certifications are true, complete and correct in all material respects.

[Insert additional specific provisions if necessary.]

The provisions of this estoppel letter shall be binding upon the successors and assigns of Tenant and shall inure to your benefit and your successors and assigns.

       
      Very truly yours,
[Name of Tenant]
By:	
Name:
Title:

F-1

EXHIBIT “G”

FORM OF DEED

This Instrument prepared by:

William W. Post, Esq.

Meltzer, Lippe, Goldstein & Breitstone, LLP

190 Willis Avenue

Mineola, NY 11501

and when recorded return to:

Bilzin Sumberg Baena Price & Axelrod LLP

1450 Brickell Avenue, 23rd Floor

Miami, Florida 33131

Attn: Joseph M. Hernandez, Esq.

SPECIAL WARRANTY DEED

THIS SPECIAL WARRANTY DEED made on this _____ day of ___________, 2025, between SERITAGE SRC FINANCE LLC, a Delaware limited liability company (“Grantor”), having its principal place of business at c/o Seritage Growth Properties, 500 Fifth Avenue, Suite 1530, New York, New York 10110, and ___________________________, a _________________ limited liability company (“Grantee”) with an address at __________________________. The terms “Grantor” and “Grantee” in this instrument include the respective successors and assigns of said parties.

W I T N E S S E T H

That the Grantor, for and in consideration of the sum of Ten Dollars ($10.00) to it in hand paid by the Grantee, the receipt whereof is hereby acknowledged, does hereby grant, bargain, sell, alien, remise, release, convey and confirm unto the Grantee all of its right, title and interest in the following property (the “Land”) lying and being in Miami-Dade County, Florida, and more particularly described on Exhibit A attached hereto.

Parcel ID Number: 28-2203-038-0020

TOGETHER WITH, all right title and interest of the Grantor in and to all buildings, improvements and fixtures now located on the Land and hereafter erected thereon, whether below or above grade level (the “Improvements”), which are intended to be and remain real property, and to become and remain the sole and exclusive property of the Grantee and its successors and assigns.

SUBJECT TO: All (i) all taxes and other assessments for the 2025 calendar tax year and subsequent years not yet due and payable, and (ii) all easements, rights of way, encumbrances, covenants, conditions, restrictions, as may appear of record affecting the Property, and all zoning ordinances and regulations and any other laws, ordinances or governmental regulations restricting or regulating the use, occupancy or enjoyment of the Property, without reimposing same.

Exhibit “G” – Page 1 of 4

TOGETHER with all the tenements, hereditaments and appurtenances belonging or in any way appertaining to said Property.

TO HAVE AND TO HOLD, the Land together with the appurtenances and all the estate and rights of Grantor in and to the Land, unto the Grantee and its successors in title.

ALSO TO HAVE AND TO HOLD, the Improvements together with the appurtenances and all the estate and rights of Grantor in and to the Improvements, unto the Grantee and its successors in title.

And Grantor hereby covenants with said Grantee that the Grantor is lawfully seized of said property; that the Grantor has good right and lawful authority to sell and convey said property; and that the Grantor does hereby warrant the title to said property and will defend the same against the lawful claims of all persons claiming by, through or under Grantor, but against no other.

{REMAINDER OF PAGE LEFT INTENTIONALLY BLANK}

Exhibit “G” – Page 2 of 4

IN WITNESS WHEREOF, the Grantor has caused this Special Warranty Deed to be executed the day and year first above written.

      Signed, sealed and delivered
In the presence of:
 
(Signature of 1st Witness)
 
(Print Name of 1st Witness)
 
(Address of 1st Witness)
 
(Signature of 2nd Witness)
 
(Print Name of 2nd Witness)
 
      Seritage SRC Finance LLC,
a Delaware limited liability company
 
By:

(Address of 2nd Witness)

STATE OF NEW YORK )

) ss:

COUNTY OF NEW YORK )

This instrument was acknowledged before me, by means of ____ physical presence or ____ online notarization, this ___ day of _________, 2025, by _________________, the ________________ of Seritage SRC Finance LLC, who is personally known to me or who has produced as identification.

{notary seal must be affixed}

(Signature of Notary Public)

(Print Name of Notary Public)

Commission number:

My Commission expires:

Exhibit “G” – Page 3 of 4

EXHIBIT A

Real Property Description

The Land referred to herein below is situated in the County of Miami-Dade, State of Florida, and is described as follows:

Exhibit “G” – Page 4 of 4

EXHIBIT “H”

FORM OF ASSIGNMENT AND ASSUMPTION OF RECORD DOCUMENTS

RECORDING REQUESTED BY AND

WHEN RECORDED MAIL TO:

Bilzin Sumberg Baena Price & Axelrod LLP

1450 Brickell Avenue, 23rd Floor

Miami, Florida 33131

Attn: Joseph M. Hernandez, Esq.

_______________________________________________________________________________

Parcel ID Number: 28-2203-038-0020

ASSIGNMENT AND ASSUMPTION OF RECORDED AGREEMENTS AND DOCUMENTS

THIS ASSIGNMENT AND ASSUMPTION OF RECORDED AGREEMENTS AND DOCUMENTS ("Assignment") is made as of the ____ day of _______________ 2025 ("Effective Date"), by and between SERITAGE SRC FINANCE LLC, a Delaware limited liability company ("Assignor"), and _________________, a ________ _____________ ("Assignee").

Assignment and Assumption

In consideration of Ten Dollars ($10.00) in hand paid by Assignee, the receipt and sufficiency of which is hereby acknowledged, Assignor does hereby assign, transfer and set over unto Assignee all of Assignor’s right, title and interest in and to any and all recorded agreements, documents and other instruments not otherwise assigned by Assignor to Assignee (collectively, the “Assigned Agreements and Documents”) affecting or related to the real property described in Exhibit A (collectively, the “Property”), including without limitation those Assigned Agreements and Documents listed on the attached Exhibit B.

Assignee hereby assumes all obligations and liabilities of the Assignor first arising out of or accruing with respect to the Assigned Agreements and documents from and after the date of this Assignment.

This Assignment shall be binding upon and inure to the benefit of Assignor and Assignee and their respective heirs, executors, administrators, successors and assigns.

This Assignment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[SIGNATURES ON FOLLOWING PAGE]

Exhibit “H” – Page 1 of 5

IN WITNESS WHEREOF, Assignor and Assignee have executed this Assignment as of the Effective Date.

ASSIGNOR:

Seritage SRC Finance LLC,

a Delaware limited liability company

By:

Printed Name:

Title:

STATE OF §

COUNTY OF §

{notary seal must be affixed}

(Signature of Notary Public)

(Print Name of Notary Public)

Commission number:

My Commission expires:

(Assignor’s Signature Page to
Assignment and Assumption of Recorded Agreements and Documents)

Exhibit “H” – Page 2 of 5

ASSIGNEE:

__________________________,

a _________________________

By:

Printed Name:

Title:

STATE OF §

COUNTY OF §

This instrument was acknowledged before me, by means of ____ physical presence or ____ online notarization, this ___ day of _________, 2025, by _________________, the ________________ of _____________________________, who is personally known to me or who has produced as identification.

{notary seal must be affixed}

(Signature of Notary Public)

(Print Name of Notary Public)

Commission number:

My Commission expires:

(Assignee’s Signature Page to
Assignment and Assumption of Recorded Agreements and Documents)

Exhibit “H” – Page 3 of 5

EXHIBIT A

LEGAL DESCRIPTION OF PROPERTY

The Land referred to herein below is situated in the County of Miami-Dade, State of Florida, and is described as follows:

Exhibit “H” – Page 4 of 5

EXHIBIT B

ASSIGNED AGREEMENTS

1. That certain Agreement recorded in Official Records Book 6808, Page 548.

2. That certain Agreement recorded in Official Records Book 6808, Page 561.

3. That certain Covenant recorded in Official Records Book 8429, Page 1183.

4. That certain Declaration, Covenant and Reciprocal Easement Agreement recorded in Official Records Book 8841, Page 715; as affected by Official Records Book 9002, Page 840; Official Records Book 11499, Page 714 and Official Records Book 11499, Page 731. (Parcel II)

5. That certain Agreement recorded in Official Records Book 10700, Page 1915.

6. That certain Agreement and Declaration of Covenants and Restrictions recorded in Official Records Book 11246, Page 944.

7. That certain Agreement recorded in Official Records Book 11487, Page 1771.

8. That certain Memorandum of Agreement recorded in Official Records Book 11570, Page 1889.

9. That certain Easement and Operating Agreement recorded in Official Records Book 11574, Page 2311, dated September 24, 1982 by and between Sears, Roebuck and Co. and Aventura Mall Corporation, a Florida general partnership compose of Oxford Development Company/Aventura Mall, a Pennsylvania General Partnership, and DeBartolo-Aventura, Inc., a Florida corporation, as General Partners, as affected by Official Records Book 11574, Page 2374; Official Records Book 11298, Page 1921; Official Records Book 18039, Page 4058 and as affected by that certain unrecorded Second Amendment to Easement and Operating Agreement and Related Documents, dated April 30, 2007. (Parcel II)

10. First Amendment to Easement and Operating Agreement and Related Documents dated March 19, 1998 by and between Sears, Roebuck and Co., a New York corporation, and Aventura Mall Corporation, a Florida general partnership compose of Oxford Development Company/Aventura Mall, a Pennsylvania General Partnership, and DeBartolo-Aventura, Inc., a Florida corporation, as General Partners.

11. Assignment and Assumption of Recorded Agreements and Documents dated July 7, 2015 Sears, Roebuck and Co., a New York corporation, and Seritage SRC Finance LLC, a Delaware limited liability company filed in Official Records Book 29696, Page 1175.

EXHIBIT “I”

FORM OF BILL OF SALE

BILL OF SALE

KNOW ALL PERSONS BY THESE PRESENTS that on this ___ day of ________ 2025 (the “Effective Date”), the undersigned, SERITAGE SRC FINANCE LLC, a Delaware limited liability

Exhibit “H” – Page 5 of 5

company, having an address of c/o Seritage Growth Properties, 500 Fifth Avenue, Suite 1530, New York, New York 10110 (“Seller”), pursuant to the terms of that certain Real Estate Purchase Agreement between Seller and [_____________________], having an address of [____________________] (“Buyer”) dated [_____________] (the “Agreement”), has conveyed to Buyer the Property (as defined in the Agreement) and hereby sells, conveys, transfers, assigns and delivers unto Buyer absolutely all of Seller’s right, title and interest (if any) in and to all Personalty (as defined in the Agreement), subject to the terms and conditions of the Agreement.

TO HAVE AND TO HOLD the same unto said Buyer, its successors and assigns, forever.

Buyer acknowledges and agrees that Seller has not made, does not make and expressly disclaims any and all representations, warranties, promises, covenants, agreements or guaranties of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to any matter whatsoever regarding the Personalty, including, but not limited to the following: (a) the nature, quality or conditions of the Personalty; (b) the income to be derived from the Personalty; (c) the suitability of the Personalty for any and all activities and uses that Buyer may conduct thereon or therewith; (d) the compliance of or by the Personalty or its operation or use with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (e) the quality, habitability, merchantability or fitness for a particular purpose of any of the Personalty; or (f) any other matter with respect to the Personalty. Buyer further acknowledges and agrees that, having been given the opportunity to inspect the Personalty pursuant to the Agreement, Buyer is relying solely on its own investigation of the Personalty and not on any information provided or to be provided by or on behalf of Seller. Buyer further acknowledges and agrees that: (i) any information provided or to be provided with respect to the Personalty was obtained from a variety of sources and that Seller has not made any independent investigation or verification of such information; and (ii) the conveyance of the Personalty as provided for herein is made on an “as is, where is” condition and basis “with all faults”.

The obligations of Seller are intended to be binding only on the property of Seller and shall not be personally binding upon, nor shall any resort be had to, the private properties of any of its trustees, officers, beneficiaries, directors, members, partners or shareholders, or the general partners, officers, directors, members, or shareholders thereof, or any employees or agents of Seller.

This Bill of Sale shall be binding upon the successors and assigns of Seller and shall inure to the benefit of the successors and assigns of Buyer.

This Bill of Sale shall be governed by and construed in accordance with the laws of the state in which the Property is located.

This Bill of Sale may be executed in counterparts, each of which shall be deemed to be an original and all of which, taken together, shall constitute one and the same document. Copies of this Bill of Sale bearing the signatures of Buyer and Seller shall be as binding as originals.

[Remainder of this page intentionally left blank; signature pages follow.]

IN WITNESS WHEREOF, Buyer and Seller have caused this Bill of Sale to be executed and delivered by their respective duly authorized persons as of the Effective Date.

SELLER:

SERITAGE SRC FINANCE LLC,

a Delaware limited liability company

By:

Name:

Title:

(Seller’s Signature Page to Bill of Sale)

BUYER:

[________________],

a [________________]

By:

Name:

Title:

(Buyer’s Signature Page to Bill of Sale)

EXHIBIT “J”

FORM OF SELLER REPRESENTATION CERTIFICATE

SELLER REPRESENTATION CERTIFICATE

SERITAGE SRC FINANCE LLC, a Delaware limited liability company (“Seller”), having an address of c/o Seritage Growth Properties, 500 Fifth Avenue, Suite 1530, New York, New York 10110, hereby certifies that the representations and warranties of the undersigned set forth in Section 6 of the Real Estate Purchase Agreement between Seller, as seller, and __________________, as buyer, dated , 2025 (the “Agreement”) are true and correct in all material respects as of the date hereof except as may be updated by Schedule 1 attached hereto which shall be subject in all events to immaterial qualifications as set forth in Section 10(a)(ix) of the Agreement. This certificate is made subject to the limitations on scope, liability and survival, limitations on Seller’s knowledge and other matters regarding Seller’s representations and warranties set forth in the Agreement (including, without limitation, in Section 10(a)(ix) and the definition of “knowledge” or “notice”).

Executed as of the _____ date of _________, 2025

SELLER:

SERITAGE SRC FINANCE LLC,

a Delaware limited liability company

By:

Name:

Title:

Schedule 1

EX-31.1 3 srg-ex31_1.htm EX-31.1 EX-31.1

Exhibit 31.1

CERTIFICATION

I, Adam Metz, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Seritage Growth Properties;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ Adam Metz		Date: November 14, 2025
Adam Metz
President and Chief Executive Officer (Principal Executive Officer)

EX-31.2 4 srg-ex31_2.htm EX-31.2 EX-31.2

Exhibit 31.2

CERTIFICATION

I, John Garilli, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Seritage Growth Properties;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


/s/ John Garilli		Date: November 14, 2025
John Garilli
Interim Chief Financial Officer (Principal Financial and Accounting Officer)

EX-32.1 5 srg-ex32_1.htm EX-32.1 EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Seritage Growth Properties, a Maryland real estate investment trust (the “Company”), on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), I, Adam Metz, President and Chief Executive Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

      /s/ Adam Metz

     

      Adam Metz
President and Chief Executive Officer
(Principal Executive Officer)
November 14, 2025

     

A signed original of this written statement required by Section 906 has been provided to Seritage Growth Properties and will be retained by Seritage Growth Properties and furnished to the Securities and Exchange Commission or its staff upon request.

EX-32.2 6 srg-ex32_2.htm EX-32.2 EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

(18 U.S.C. SECTION 1350)

In connection with the Quarterly Report of Seritage Growth Properties, a Maryland real estate investment trust (the “Company”), on Form 10-Q for the quarter ended September 30, 2025 as filed with the Securities and Exchange Commission (the “Report”), I, John Garilli, Interim Chief Financial Officer of the Company, certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, to the best of my knowledge:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

      /s/ John Garilli

     

      John Garilli
Interim Chief Financial Officer
(Principal Financial and Accounting Officer)
November 14, 2025

     