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, 2025. Based on the evaluation, our PEO and PFO have concluded that our disclosure controls and procedures were not effective as of December 31, 2025 due to the material weaknesses described below.

In response to these material weaknesses, we performed additional analysis as deemed necessary to ensure that our financial statements were prepared in accordance with U.S. generally accepted accounting principles. Accordingly, our PEO and PFO have concluded that the audited consolidated financial statements included in this Annual Report on Form 10-K present fairly in all material respects the Company’s financial position, results of operations and cash flows for the periods presented.

Management's Report on Internal Control over Financial Reporting

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(f) and 15d-15(f) under the Exchange Act. 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 criteria set forth by the Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“the COSO framework”). Based on the evaluation under these criteria, management has determined that our internal control over financial reporting was not effective as of December 31, 2025 as a result of the material weaknesses described below.

Material Weaknesses

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Management identified material weaknesses due to deficiencies in the design and operating effectiveness of controls which remain unremediated as of, and for the year ended December 31, 2025. The material weaknesses identified in our internal control over financial reporting related to: (i) level of precision of the review of the general ledger and underlying reconciliations, and (ii) lack of appropriate segregation of duties over journal entries. These deficiencies contributed to the potential for there to be material errors in our financial statements.

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Remediation Plan

In response to the material weaknesses, management, with oversight of the Audit Committee has identified and begun to implement steps to remediate the material weaknesses. Internal control remediation efforts include the following:

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enhancing the precision of our internal control over review of the general ledger, reconciliations and journal entries. and

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implementing appropriate segregation of duties around the preparation and review of journal entries.

The material weaknesses cannot be considered remediated until the applicable controls are implemented, have operated for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Accordingly, we will continue to monitor and evaluate the effectiveness of our internal control over financial reporting.

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, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.