Seritage Growth Properties

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 December 31, 2024. Based on the evaluation, our PEO and PFO have concluded that our disclosure controls and procedures were effective as of December 31, 2024.

Remediation of Previously Disclosed Material Weaknesses

In fiscal year 2023, management identified material weaknesses due to deficiencies in the design and operating effectiveness of our controls over the impairment of investments in real estate and other than temporary impairment of equity method investments. The deficiencies related to the identification of impairment indicators. Additionally, management did not maintain adequate evidence of the review of information used in the impairment indicator analysis and the fair value of investments in real estate and equity method investments. Further, management identified a deficiency in the operating effectiveness in our review over the calculation of other than temporary impairments. These deficiencies contributed to the potential for there to be material errors in our financial statements.

Additionally, management identified a material weakness due to a deficiency in the design of our controls over the accounting for certain non-routine transactions, particularly related to accounting for transactions with joint ventures and certain consulting contracts. For these transactions, Management did not possess the adequate technical capabilities to appropriately assess these non-routine transactions to ensure compliance with accounting principles generally accepted in the United States. This deficiency contributed to the potential for there to be material errors in our financial statements.

Remediation Plan

In response to the material weaknesses, management, with oversight of the Audit Committee, implemented steps to remediate the material weaknesses. Our internal control remediation efforts included the following:

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enhancement of our internal control over the identification of impairment indicators for investments in real estate to include specific indicators related to development assets as well as an expanded set of potential indicators for all investments in real estate and equity method investments,

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inclusion of additional members of management outside the accounting function in the identification of impairment indicator process,

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updated policies and education for our reviewers to properly document and maintain adequate evidence of review of information used in preparation of the financial statements,

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the engagement of third-party resources to assist with technical accounting for non-routine transactions, and

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created a checklist to ensure all necessary inputs are utilized in the calculation of other than temporary impairment.

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Management's Report on Internal Control over Financial Reporting

As of December 31, 2024, the Company’s management, including our PEO and PFO, is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act and based on the criteria set forth by the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("the COSO framework"). Under the supervision of our management, including our PEO and PFO, we have conducted an evaluation of the effectiveness of our internal control over financial reporting based on the COSO framework. Based on the evaluation under these criteria, management has determined that our internal control over financial reporting was effective as of December 31, 2024.

Changes in Internal Controls over Financial Reporting

Other than described above, there were no changes in internal control over financial reporting that occurred during the quarter ended December 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.