ｾﾘﾃｰｼﾞｸﾞﾛｰｽﾌﾟﾛﾊﾟﾃｨｰｽﾞの適時開示・その他

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

     Date of Report (Date of earliest event reported): November 25, 2025

    

SERITAGE GROWTH PROPERTIES

(Exact name of Registrant as Specified in Its Charter)


Maryland	001-37420	38-3976287
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

500 Fifth Avenue, Suite 1530
New York, New York		10110
(Address of Principal Executive Offices)		(Zip Code)

     Registrant’s Telephone Number, Including Area Code: 212 355-7800

    

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A common shares of beneficial interest, par value $0.01 per share	SRG	New York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share	SRG-PA	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.01 Completion of Acquisition or Disposition of Assets

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

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

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

Item 7.01 Regulation FD Disclosure.

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

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

In accordance with General Instruction B.2 of Form 8-K, the information in item 7.01, including Exhibit 99.2, is being furnished to the SEC and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(b) Pro forma financial information

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

(d) Exhibits


Exhibit No.		Description

99.1		Unaudited Pro Forma Financial Statements

99.2		Press release dated November 25, 2025

104		Cover Page Interactive Data File (embedded within Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


			SERITAGE GROWTH PROPERTIES

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

EX-99.1 2 srg-ex99_1.htm EX-99.1 EX-99.1

Exhibit 99.1

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL INFORMATION

Introduction

The following unaudited pro forma condensed consolidated financial statements of Seritage Growth Properties (the "Company") present the historical financial information of the Company and the adjustments to give effect for the sale of the Company's property located in Aventura, Florida (the "Property"). After completion of the sale, the Company used proceeds from the sale of the Property plus cash on hand to make a voluntary prepayment of $130.0 million toward its term loan facility reducing the outstanding balance of the term loan facility to $70.0 million as of November 25, 2025.

The unaudited pro forma condensed consolidated balance sheet as of September 30, 2025, presents the historical balance sheet of the Company as of September 30, 2025 and the adjustments for the sale of the Property as of September 30, 2025, on a pro forma basis as if the sale had been completed on September 30, 2025.

The unaudited pro forma condensed consolidated statement of operations for the nine months ended September 30, 2025 presents the historical statements of operations of the Company for the nine months ended September 30, 2025 and the adjustments to operations for the sale of the Property for the nine months ended September 30, 2025 on a pro forma basis as if the sale had been completed on January 1, 2024, the beginning of the earliest period presented.

The unaudited pro forma condensed consolidated statement of operations for the year ended December 31, 2024 presents the historical statements of operations of the Company for the year ended December 31, 2024 and the adjustments to operations for the sale of the Property for the year ended December 31, 2024 on a pro forma basis as if the sale had been completed on January 1, 2024, the beginning of the earliest period presented.

The unaudited pro forma condensed consolidated financial information has been presented for illustrative purposes only and does not necessarily reflect what the Company's financial condition or results of operations would have been had the sale of the Property occurred on the dates indicated.

Further, the unaudited pro forma condensed consolidated financial information may not be useful in predicting the future financial condition and results of operations of the Company. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors. The unaudited transaction accounting adjustments represent management's estimates based on information available as of the date of this unaudited pro forma condensed consolidated financial information and are subject to change as additional information becomes available and analyses are performed. The Company believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the sale of the Property based on information available to management at this time. The Company also believes that the transaction accounting adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed consolidated financial information.

SERITAGE GROWTH PROPERTIES

UNAUDITED PROFORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2025

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


	Historical (A)			Transaction Accounting Adjustments				Seritage Growth Properties Pro Forma
ASSETS
Investment in real estate
Land	$	31,258		$	—			$	31,258
Buildings and improvements		152,611			—				152,611
Accumulated depreciation		(21,328	)		—				(21,328	)
		162,541			—				162,541
Construction in progress		2,093			—				2,093
Net investment in real estate		164,634			—				164,634
Real estate held for sale		141,447			(128,750	)	B		12,697
Investment in unconsolidated entities		164,463			—				164,463
Cash and cash equivalents		51,540			121,774		C		173,314
Restricted cash		8,332			—				8,332
Tenant and other receivables, net		7,167			—				7,167
Lease intangible assets, net		901			—				901
Prepaid expenses, deferred expenses and other assets, net		20,126			—				20,126
Total assets (1)	$	558,610		$	(6,976	)		$	551,634

LIABILITIES AND SHAREHOLDERS' EQUITY
Liabilities
Term loan facility, net	$	196,668			—			$	196,668
Accounts payable, accrued expenses and other liabilities		22,852			(7,680	)	D		15,172
Total liabilities (1)		219,520			(7,680	)			211,840

Commitments and Contingencies (Note 9)

Shareholders' Equity
Class A common shares $0.01 par value; 100,000,000 shares authorized; 56,324,607 shares issued and outstanding as of September 30, 2025		562			—				562
Series A preferred shares $0.01 par value; 10,000,000 shares authorized; 2,800,000 shares issued and outstanding as of September 30, 2025; liquidation preference of $70,000		28			—				28
Additional paid-in capital		1,362,718			—				1,362,718
Accumulated deficit		(1,025,583	)		704		E		(1,024,879	)
Total shareholders' equity		337,725			704				338,429
Non-controlling interests		1,365			—				1,365
Total equity		339,090			704				339,794
Total liabilities and equity	$	558,610		$	(6,976	)		$	551,634
(1) The Company's consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. The consolidated balance sheet, as of September 30, 2025, includes the following amounts related to our consolidated VIEs: $8.5 million included in real estate held for sale and $64.0 thousand of cash and $62.6 thousand of accounts payable, accrued expenses and other liabilities.

SERITAGE GROWTH PROPERTIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET

SEPTEMBER 30, 2025

(A) Historical unaudited condensed consolidated balance sheet data derived from Seritage Growth Properties' Quarterly Report on Form 10-Q as of September 30, 2025.

(B) Reflects adjustments to reduce Investments in real estate considered held for sale for the sale of the Property.

(C) Reflects adjustment to increase cash for net proceeds, net of liabilities paid, received from the sale of the Property.

(D) Reflects adjustments to reduce accrued expenses and other liabilities paid from sale proceeds during the completion of the sale, including accrued real estate taxes and accrued tenant improvements at September 30, 2025.

(E) Reflects adjustments related to the gain on sale of the Property.

SERITAGE GROWTH PROPERTIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(amounts in thousands, except per share amounts)


	Historical (A)			Transaction Accounting Adjustments				Seritage Growth Properties Pro Forma
REVENUE
Rental income	$	13,586		$	(6,160	)	B	$	7,426
Management and other fee income		451			—				451
Total revenue		14,037			(6,160	)			7,877
EXPENSES
Property operating		9,770			(4,651	)	C		5,119
Real estate taxes		2,252			(1,413	)	D		839
Depreciation and amortization		5,813			(3,775	)	E		2,038
General and administrative		26,787			(251	)	F		26,536
Total expenses		44,622			(10,090	)			34,532
Gain on sale of real estate, net		8,903			—				8,903
Loss on sale of interests in unconsolidated entities		(1,417	)		—				(1,417	)
Impairment of real estate assets		(18,800	)		—				(18,800	)
Equity in loss of unconsolidated entities		(6,528	)		—				(6,528	)
Interest and other income (expense), net		956			1,470		G		2,426
Interest expense		(15,659	)		—				(15,659	)
Income (loss) before income taxes		(63,130	)		5,400				(57,730	)
Benefit for income taxes		—			—				—
Net income (loss)		(63,130	)		5,400				(57,730	)
Preferred dividends		(3,675	)		—				(3,675	)
Net income (loss) attributable to Seritage common shareholders	$	(66,805	)	$	5,400			$	(61,405	)

Net income (loss) per share attributable to Seritage Class A common shareholders - Basic	$	(1.19	)	$	0.10			$	(1.09	)
Net income (loss) per share attributable to Seritage Class A common shareholders - Diluted	$	(1.19	)	$	0.10			$	(1.09	)
Weighted-average Class A common shares outstanding - Basic		56,311			56,311				56,311
Weighted-average Class A common shares outstanding - Diluted		56,311			56,311				56,311

SERITAGE GROWTH PROPERTIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2025

(A) Historical unaudited condensed consolidated statement of operations data derived from Seritage Growth Properties' Quarterly Report on Form 10-Q for the nine months ended September 30, 2025.

(B) Reflects adjustments to eliminate rental income generated from leases at the sold Property.

(D) Reflects adjustments to eliminate real estate tax expense incurred at the sold Property.

(E) Reflects adjustments to eliminate depreciation and amortization related to the sold Property.

(F) Reflects adjustments to eliminate direct general and administrative costs incurred related to the sold Property.

(G) Reflects adjustments to eliminate miscellaneous expense related to settlement expense, net of miscellaneous income earned related to the sold Property.

SERITAGE GROWTH PROPERTIES

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(amounts in thousands, except for per share amounts)


	Historical (A)			Transaction Accounting Adjustments				Seritage Growth Properties Pro Forma
REVENUE
Rental income	$	17,055		$	(5,224	)	B	$	11,831
Management and other fee income		567			—				567
Total revenue		17,622			(5,224	)			12,398
EXPENSES
Property operating		16,339			(5,065	)	C		11,274
Abandoned project costs		5,732			(649	)	D		5,083
Real estate taxes		3,935			(1,608	)	E		2,327
Depreciation and amortization		13,118			(5,698	)	F		7,420
General and administrative		30,021			(295	)	G		29,726
Total expenses		69,145			(13,315	)			55,830
Gain on sale of real estate, net		10,678			704		H		11,382
Loss on sale of interests in unconsolidated entities		2,042			—				2,042
Impairment of real estate assets		(87,536	)		—				(87,536	)
Equity in loss of unconsolidated entities		(3,154	)		—				(3,154	)
Interest and other income (expense), net		2,513			1,775		J		4,288
Interest expense		(24,972	)		—				(24,972	)
Income (loss) before income taxes		(151,952	)		10,570				(141,382	)
Benefit for income taxes		(1,584	)		—				(1,584	)
Net income (loss)		(153,536	)		10,570				(142,966	)
Preferred dividends		(4,900	)		—				(4,900	)
Net income (loss) attributable to Seritage common shareholders	$	(158,436	)	$	10,570			$	(147,866	)

Net income (loss) per share attributable to Seritage Class A common shareholders - Basic	$	(2.82	)	$	0.19			$	(2.63	)
Net income (loss) per share attributable to Seritage Class A common shareholders - Diluted	$	(2.82	)	$	0.19			$	(2.63	)
Weighted-average Class A common shares outstanding - Basic		56,255			56,255				56,255
Weighted-average Class A common shares outstanding - Diluted		56,255			56,255				56,255

SERITAGE GROWTH PROPERTIES

NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2024

(A) Historical unaudited condensed consolidated statement of operations data derived from Seritage Growth Properties' Annual Report on Form 10-K for the year ended December 31, 2024.

(B) Reflects adjustments to eliminate rental income generated from leases at the sold Property.

(D) Reflects adjustments to eliminate expense of previously capitalized costs for a tenant at the property that defaulted on its lease prior to opening.

(E) Reflects adjustments to eliminate real estate tax expense incurred related to the sold Property.

(F) Reflects adjustments to eliminate depreciation and amortization related to the sold Property.

(G) Reflects adjustments to eliminate direct general and administrative costs incurred related to the sold Property.

(H) Reflects adjustment for gain arising from the transaction on November 25, 2025 on sale of the sold Property. The 2024 impairment of $85.8 million and the 2025 impairment of $18.8 million are considered in the $0.7 million gain presented.

(J) Reflects adjustments to eliminate miscellaneous income earned related to the sold Property net of expenses related to a tenant termination at the sold Property.

EX-99.2 3 srg-ex99_2.htm EX-99.2 EX-99.2

Exhibit 99.2

SERITAGE GROWTH PROPERTIES MAKES $130 MILLION LOAN PREPAYMENT

NEW YORK – November 25, 2025 – Seritage Growth Properties (NYSE: SRG) (the “Company”), a national owner and developer of retail, residential and mixed-use properties, announced that today the Company has made a voluntary prepayment of $130.0 million toward its $1.6 billion term loan facility provided by Berkshire Hathaway Life Insurance Company of Nebraska (“Berkshire Hathaway”). The prepayment is being made from the proceeds of recent property sales including the sale of the Company's Aventura, FL property.

With the prepayment, the Company has now repaid a total of $1.53 billion since December 2021 and $70 million of the term loan facility remains outstanding. The current prepayment will reduce Seritage’s total annual interest expense related to the term loan facility by approximately $9.2 million. The cumulative repayments since December 2021 have reduced Seritage’s total annual interest expense related to the term loan facility by approximately $108.6 million.

About Seritage Growth Properties

Prior to the adoption of the Company’s Plan of Sale, Seritage was principally engaged in the ownership, development, redevelopment, management 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 and five unconsolidated entities consisting of approximately 0.5 million square feet of GLA and 85 acres.

Forward-Looking Statements

This document contains forward-looking statements within the meaning of the federal securities laws. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar expressions concerning matters that are not historical facts. In some cases, you can identify forward-looking statements by the use of forward-looking terminology such as “may,” “should,” “expects,” “intends,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “will,” or “approximately,” or the negative of these words and phrases or similar words or phrases that are predictions of or indicate future events or trends and that do not relate solely to historical matters. Forward-looking statements involve known and unknown risks, uncertainties, assumptions and contingencies, many of which are beyond the Company’s control, which may cause actual results to differ significantly from those expressed in any forward-looking statement. Factors that could cause or contribute to such differences include, but are not limited to: declines in retail, real estate and general economic conditions; risks relating to redevelopment activities; contingencies to the commencement of rent under leases; the terms of the Company’s indebtedness and other legal requirements to which the Company is subject; failure to achieve expected occupancy and/or rent levels within the projected time frame or at all; the impact of ongoing negative operating cash flow on the Company’s ability to fund operations and ongoing development; the Company’s ability to access or obtain sufficient sources of financing to fund the Company’s liquidity needs; environmental, health, safety and land use laws and regulations; and possible acts of war, terrorist activity or other acts of violence or cybersecurity incidents. For additional discussion of these and other applicable risks, assumptions and uncertainties, see the “Risk Factors” and forward-looking statement disclosure contained in the Company’s filings with the Securities and Exchange Commission (SEC), including the Company’s annual report on Form 10-K for the year ended December 31, 2024 and any subsequent Form 10-Qs. While the Company believes that its forecasts and assumptions are reasonable, the Company cautions that actual results may differ materially. The Company intends the forward-looking statements to speak only as of the time made and do not undertake to update or revise them as more information becomes available, except as required by law.

Seritage Growth Properties

John Garilli

Interim Chief Financial Officer

(212) 355-7800

IR@Seritage.com