NYSE: SRG
Seritage Growth PropertiesCIK 0001628063 · SIC 6500 · Real Estate
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… About this business →
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Seritage subsidiary signs $50.8M Dallas property sale option with monthly payments through 2028
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Seritage Growth Properties reports Q1 2026 earnings results
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revenue $2.0M, net income -$30.3M. Seritage reports control failures, impairment as portfolio shrinks to 10 properties
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Seritage Growth Properties declares routine $0.4375 quarterly preferred dividend
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Seritage Growth Properties reports Q4 and full-year 2025 financial results
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revenue $18.2M, net income -$68.2M. Seritage faces going-concern doubt as portfolio shrinks 55.6%, debt matures July 2026
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Latest financial statements
From 10-Q filed Aug 14, 2026 (period ending Jun 30, 2026). As printed on the EDGAR/iXBRL face — not generated by the model.
Condensed Consolidated Statements of Operations (Unaudited)
(Unaudited, amounts in thousands, except per share amounts)
| Description | Three months ended June 30, 2026 | Three months ended June 30, 2025 | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|---|---|
| REVENUE | ||||
| Rental income | 1,760 | 4,526 | 3,669 | 8,983 |
| Management and other fee income | 114 | 127 | 255 | 269 |
| Total revenue | 1,874 | 4,653 | 3,924 | 9,252 |
| EXPENSES | ||||
| Property operating | 761 | 3,237 | 2,222 | 6,145 |
| Real estate taxes | 384 | 692 | 717 | 1,645 |
| Depreciation and amortization | 390 | 2,040 | 790 | 4,115 |
| General and administrative | 5,096 | 6,172 | 10,388 | 21,865 |
| Total expenses | 6,631 | 12,141 | 14,117 | 33,770 |
| Gain on sale of real estate | 35 | 1,967 | 35 | 8,903 |
| Loss on sale of interests in unconsolidated entities | — | (1,417) | — | (1,417) |
| Impairment of real estate assets | — | (18,000) | (15,183) | (18,000) |
| Equity in income (loss) of unconsolidated entities | 508 | 756 | (6,659) | (7,172) |
| Interest and other income (expense), net | 1,022 | 930 | 1,393 | 1,790 |
| Interest expense | (2,936) | (5,139) | (5,839) | (10,369) |
| Loss before income taxes | (6,128) | (28,391) | (36,446) | (50,783) |
| Benefit (provision) from income taxes | — | (115) | — | 75 |
| Net loss | (6,128) | (28,506) | (36,446) | (50,708) |
| Preferred dividends | (1,225) | (1,225) | (2,450) | (2,450) |
| Net loss attributable to Seritage common shareholders | (7,353) | (29,731) | (38,896) | (53,158) |
| Net loss per share attributable to Seritage Class A common shareholders Basic | (0.13) | (0.53) | (0.69) | (0.94) |
| Net loss per share attributable to Seritage Class A common shareholders Diluted | (0.13) | (0.53) | (0.69) | (0.94) |
| Weighted-average Class A common shares outstanding Basic | 56,324 | 56,324 | 56,324 | 56,304 |
| Weighted-average Class A common shares outstanding Diluted | 56,324 | 56,324 | 56,324 | 56,304 |
Condensed Consolidated Balance Sheets (Unaudited)
(Unaudited, amounts in thousands, except share and per share amounts)
| Description | June 30, 2026 | December 31, 2025 |
|---|---|---|
| ASSETS | ||
| Investment in real estate | ||
| Land | 19,754 | 25,406 |
| Buildings and improvements | 124,834 | 134,946 |
| Accumulated depreciation | (15,455) | (14,908) |
| 129,133 | 145,444 | |
| Construction in progress | - | 629 |
| Net investment in real estate | 129,133 | 146,073 |
| Real estate held for sale | 2,281 | 8,692 |
| Investment in unconsolidated entities | 143,326 | 156,242 |
| Cash and cash equivalents | 48,426 | 48,088 |
| Restricted cash | 14,435 | 14,197 |
| Tenant and other receivables, net | 3,372 | 3,665 |
| Lease intangible assets, net | - | 171 |
| Prepaid expenses, deferred expenses and other assets, net | 12,606 | 16,651 |
| Total assets (1) | 353,579 | 393,779 |
| LIABILITIES AND SHAREHOLDERS' EQUITY | ||
| Liabilities | ||
| Term loan facility, net | 49,660 | 47,677 |
| Accounts payable, accrued expenses and other liabilities | 11,043 | 13,302 |
| Liabilities related to real estate held for sale | 659 | - |
| Total liabilities (1) | 61,362 | 60,979 |
| 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 June 30, 2026 and December 31, 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 June 30, 2026 and December 31, 2025; liquidation preference of $70,000 | 28 | 28 |
| Additional paid-in capital | 1,362,028 | 1,362,719 |
| Accumulated deficit | (1,070,401) | (1,031,893) |
| Total shareholders' equity | 292,217 | 331,416 |
| Non-controlling interests | - | 1,384 |
| Total equity | 292,217 | 332,800 |
| Total liabilities and equity | 353,579 | 393,779 |
| (1) The Company's condensed consolidated balance sheets include assets and liabilities of consolidated variable interest entities ("VIEs"). See Note 2. As of June 30, 2026, the Company no longer holds any consolidated VIEs. The consolidated balance sheets, as of December 31, 2025, include the following amounts related to our consolidated VIEs: $8.7 million included in real estate held for sale, $9.9 thousand of cash, $9.5 thousand of tenant and other receivables and $74.5 thousand of accounts payable, accrued expenses and other liabilities. | ||
Condensed Consolidated Statements of Cash Flows (Unaudited)
(Unaudited, amounts in thousands)
| Description | Six months ended June 30, 2026 | Six months ended June 30, 2025 |
|---|---|---|
| CASH FLOW FROM OPERATING ACTIVITIES | ||
| Net loss | (36,446) | (50,708) |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||
| Equity in loss of unconsolidated entities | 6,659 | 7,172 |
| Loss on sale of interests in unconsolidated entities | — | 1,417 |
| Distributions from unconsolidated entities | 2,346 | 2,605 |
| Gain on sale of real estate | (35) | (8,903) |
| Impairment of real estate assets | 15,183 | 18,000 |
| Share-based compensation | — | 201 |
| Depreciation and amortization | 790 | 4,115 |
| Amortization of deferred financing costs | 1,983 | — |
| Amortization of above and below market leases, net | 82 | 87 |
| Straight-line rent adjustment | (5) | 225 |
| Non-cash lease expense | 1 | 875 |
| Change in operating assets and liabilities | ||
| Tenant and other receivables | 298 | 470 |
| Prepaid expenses, deferred expenses and other assets | 3,766 | 970 |
| Accounts payable, accrued expenses and other liabilities | (1,913) | 2,240 |
| Net cash used in operating activities | (7,291) | (21,234) |
| CASH FLOW FROM INVESTING ACTIVITIES | ||
| Investment in unconsolidated entities | (2,519) | (362) |
| Distributions from unconsolidated entities | 6,430 | 4,838 |
| Net proceeds from sale of interests in unconsolidated entities | — | 8,092 |
| Net proceeds from sale of real estate | 8,989 | 51,560 |
| Development of real estate | (896) | (18,041) |
| Net cash provided by investing activities | 12,004 | 46,087 |
| CASH FLOW FROM FINANCING ACTIVITIES | ||
| Repayment of term loan | — | (40,000) |
| Preferred dividends paid | (2,450) | (2,450) |
| Contributions from non-controlling member of consolidated variable interest entities | 54 | 18 |
| Distributions to non-controlling member of consolidated variable interest entities | (1,741) | — |
| Net cash used in financing activities | (4,137) | (42,432) |
| Net increase (decrease) in cash and cash equivalents, and restricted cash | 576 | (17,579) |
| Cash and cash equivalents, and restricted cash, beginning of period | 62,285 | 97,709 |
| Cash and cash equivalents, and restricted cash, end of period | 62,861 | 80,130 |
Amounts as printed on the EDGAR/iXBRL face — (Unaudited, amounts in thousands, except per share amounts); (Unaudited, amounts in thousands, except share and per share amounts); (Unaudited, amounts in thousands). Labels, columns, and figures are the filing face, not a GAAP stencil. Interactive statements & notes on EDGAR ↗
About Seritage Growth Properties
Source: Item 1 (Business) from the 10-K filed March 31, 2026. Description as filed by the company with the SEC.
ITEM 1. BUSINESS
The Company
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 December 31, 2025, the Company’s portfolio consisted of interests in 10 properties comprised of approximately 0.8 million square feet of gross leasable area (“GLA”) or build-to-suit leased area and 156 acres of land. The portfolio encompasses five consolidated properties consisting of approximately 0.3 million square feet of GLA and 71 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”).
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The Company’s mission is to maximize value for our shareholders in accordance with the Plan of Sale.
Background
The Company commenced operations on July 7, 2015 following a rights offering to the shareholders of Sears Holding 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 master lease agreements (the “Original Master Lease” and the “Original JV Master Leases”, respectively).
On October 15, 2018, Sears Holdings and certain of its affiliates filed voluntary petitions for relief under chapter 11 of title 11 of the United States Code with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). Subsequently, the Company and certain affiliates of Transform Holdco LLC (“Holdco”), an affiliate of ESL Investments, Inc., executed a master lease (the “Holdco Master Lease”) with respect to 51 consolidated properties, which became effective when the Bankruptcy Court issued an order approving the rejection of the Original Master Lease.
Since March 2021, the Company has not leased any properties to Sears Holdings or its successors after giving effect to the termination of the Holdco Master Lease.
Edward S. Lampert is the Chairman and Chief Executive Officer of ESL Investments, Inc, which owns Holdco. Mr. Lampert was also the Chairman of Seritage prior to his retirement, effective March 1, 2022, and controlled each of the tenant entities that was a party to the Holdco Master Lease prior to their respective terminations.
Review of Strategic Alternatives
On March 1, 2022, the Company announced that its board of trustees (“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 Capital, Inc. (“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 of Trustees to sell all of our assets, distribute the net proceeds to shareholders and dissolve the Company, which Plan of Sale can be suspended by the Board of Trustees.
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 Securities and Exchange Commission (“SEC”) on September 14, 2022. See Note 1 – Organization of the Notes to the consolidated financial statements included in Part IV, Item 15 of this Annual Report on Form 10-K for additional information about the Plan of Sale. The strategic review process remains ongoing as the Company
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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 “