Seritage Growth Properties

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.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

AND CONSOLIDATED FINANCIAL STATEMENT SCHEDULE

Financial Statements

All other schedules are omitted since the required information is either not present in any amounts, is not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements and related notes.

To the Board of Trustees and shareholders of Seritage Growth Properties

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of Seritage Growth Properties and subsidiaries (the “Company”) as of December 31, 2025, and 2024, the related consolidated statements of operations, equity and cash flows, for the years ended December 31, 2025, and 2024, and the related notes and the schedule listed in the Index at Item 15 (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025, and 2024, the results of its operations and its cash flows for the years ended December 31, 2025, and 2024, in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Investments in Unconsolidated Entities – Indicators of Other-Than-Temporary Impairment – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company, on a periodic basis, assesses whether there are factors that may indicate that investments in unconsolidated entities may be other-than-temporarily impaired. Possible indicators of other-than-temporary impairment may include tenant financial instability, decrease in occupancy, significant adverse legal factors, including an adverse action or assessment by a regulator, an accumulation of costs significantly in excess of the amount originally expected for the construction of a long-lived asset, significant decreases in the market price of a long-lived asset or other adverse asset-specific and/or market conditions.

If an indicator is identified for an investment in an unconsolidated entity for which management then determines the estimated fair value is less than the carrying value, management will determine if such decline in value is other-than-temporary. We identified the Company’s identification of indicators of other-than-temporary impairment analysis as a critical audit matter because of the significant assumptions in management’s analysis of relevant indicators and the higher degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of investments in unconsolidated entities for possible indicators of other-than-temporary impairment included the following, among others:

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Searching for adverse asset-specific and/or market conditions.

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Developing an independent expectation of other-than-temporary impairment indicators and comparing such expectation to management’s analysis.

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Inquiring of management outside of accounting to corroborate changes in the use of assets that may indicate the carrying value of the asset may be other than temporarily impaired.

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Inquiring of management outside of accounting regarding assets that have significant tenants experiencing financial instability and corroborating management’s conclusions including obtaining an understanding of reasons for any capital calls made by the Company’s unconsolidated entities and performing online searches for contradictory evidence.

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Inquiries of management regarding ongoing negotiations with or offers received from the Company’s partners or third parties in the unconsolidated entities.

Investment in Real Estate –Impairment Indicators – Refer to Note 2 to the financial statements

Critical Audit Matter Description

The Company evaluates real estate assets for impairment whenever there are changes in circumstances or indicators that the carrying amount of the asset may not be recoverable. These indicators may include declining property values, below average occupancy, shortened anticipated holding periods, and other adverse changes. An impairment exists when the carrying amount of an asset exceeds the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset.

We identified the Company’s identification of indicators of impairment analysis as a critical audit matter because of the significant assumptions in management’s analysis of relevant indicators and the higher degree of auditor judgment.

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the evaluation of management’s indicators of investments in real estate included the following, among others:

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Developing an independent expectation of impairment indicators and comparing such expectation to management’s analysis.

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Inquiring of management outside of accounting to obtain information regarding any delays in sales of assets under contract or changes in the use of assets that may indicate the carrying value of the asset may not be recoverable.

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Inquiring of management outside of accounting regarding assets that have significant tenants experiencing financial instability and corroborating management’s conclusions by reviewing the Company’s bad debt analysis and performing online searches for contradictory evidence.

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We utilized professionals with specialized skills and knowledge to assist in evaluating the reasonableness of the assumptions used by management of the indicators by obtaining and evaluating recent comparable sales to independently assess if declining property values require further impairment assessment.

/s/Deloitte & Touche LLP

New York, New York

March 31, 2026

We have served as the Company’s auditor since 2015.