Quarterly Report for Quarter Ending SEPTEMBER 30, 2026 (Form 10-Q)

Management's Discussion and Analysis of Financial Condition and Results of Operations

Certain statements contained herein constitute forward-looking statements as such term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are not guarantees of future performance. They represent our intentions, plans, expectations and beliefs and are subject to numerous assumptions, risks and uncertainties. Our future results, financial condition and business may differ materially from those expressed in these forward-looking statements. You can find many of these statements by looking for words such as "approximates," "believes," "expects," "anticipates," "estimates," "intends," "plans," "projects," "would," "may," "will," "continue to," "pro forma" or the opposite of these words and phrases or other similar words or phrases which are predictions of or indicate future events or trends and which do not relate solely to historical matters in this Quarterly Report on Form 10-Q. Many of the factors that will determine the outcome of these and our other forward-looking statements are beyond our ability to control or predict. For further discussion of factors that could materially affect the outcome of our forward-looking statements, see "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2025. For these statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You are cautioned not to place undue reliance on our forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. All subsequent written and oral forward-looking statements attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. We do not undertake any obligation to release publicly any revisions to our forward-looking statements to reflect events or circumstances occurring after the date of this Quarterly Report on Form 10-Q. The following discussion should be read in conjunction with the condensed consolidated financial statements and notes thereto included in Part 1 of this Quarterly Report.

Overview

Prior to our adoption of the Plan of Sale, we were principally engaged in the ownership, development, redevelopment, management, sale and leasing of diversified retail and mixed-use properties throughout the United States. As of September 30, 2026, our portfolio consisted of interests in eight properties comprised of approximately 0.5 million square feet of gross leasable area ("GLA") or build-to-suit leased area and 133 acres of land. The portfolio encompasses three consolidated properties consisting of approximately 0.2 million square feet of GLA and 51 acres and five unconsolidated entities consisting of approximately 0.3 million square feet of GLA and 82 acres.

Review of Strategic Alternatives

On March 1, 2022, the Company announced that its Board of Trustees 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 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.

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 SEC on September 14, 2022. See Note 1 - Organization of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for additional information about the Plan of Sale. The strategic review process remains ongoing as the Company 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. The Board of Trustees is currently overseeing the Plan of Sale.

Impairment of Real Estate Assets and Investments in Unconsolidated Entities

We did not recognize any impairment losses for the three months ended September 30, 2026. For the nine months ended September 30, 2026, we recognized a total of $15.2 million of impairment losses due to a marketed process that resulted in receiving offers below carrying value, which are included in impairment of real estate assets within the condensed consolidated statements of operations. In addition, we recognized $5.2 million in other-than-temporary impairment losses on our investments in unconsolidated entities during the nine months ended September 30, 2026, which is included in equity in income (loss) of unconsolidated entities within the condensed consolidated statements of operations. We continue to evaluate our portfolio, including our development plans, hold periods and, if applicable, offers received, which may result in additional impairments in future periods on our consolidated properties and investments in unconsolidated entities.

- 27 -

REIT Qualification

On March 31, 2022, the Company announced that its Board of Trustees, with the recommendation of the Special Committee, approved a plan to terminate the Company's REIT status and become a taxable C Corporation effective January 1, 2022. As a result, the Company is no longer required to operate under REIT rules, including the requirement to distribute at least 90% of REIT taxable income to its shareholders, which provides the Company with greater flexibility to use its free cash flow. Effective January 1, 2022, the Company is subject to federal and state income taxes on its taxable income at applicable tax rates and is no longer entitled to a tax deduction for dividends paid. The Company operated as a REIT for the 2021 tax year and prior tax years, and existing REIT requirements and limitations, including those established by the Company's organizational documents, remained in place through December 31, 2021. Refer to Note 7 - Income Taxes of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q.

Market Update

The Company continues to face challenging market conditions such as elevated interest rates and the availability of debt and equity capital, and it continues to assess other potential macroeconomic impacts including supply chain issues, international conflicts associated with tariffs, potential labor issues, and uncertainty caused by wars. Interest rates are currently higher than interest rates in 2022. Additionally, raising equity capital for land development deals remains challenging. These conditions could apply downward pricing pressures on our remaining assets. In making decisions regarding whether and when to transact on each of the Company's remaining assets, the Company considers various factors including, but not limited to, the breadth of the buyer universe, macroeconomic conditions, the availability and cost of financing, as well as corporate, operating and other capital expenses required to carry the asset. If these challenging market conditions persist, then we expect that they will continue to adversely impact the Plan of Sale proceeds from our assets and the amounts and timing of distributions to shareholders.

Business Strategies

The Company's primary objective is to create value for its shareholders through the monetization of the Company's assets through the Plan of Sale, which can be suspended by the Board of Trustees. We look to enhance sale value through leasing our built footprint, densification of our sites, achievement of entitlements and modification of agreements that govern our properties. We continue to position all remaining assets for sale.

Results of Operations

We derive substantially all of our revenue from rents received from tenants under existing leases at each of our properties. This revenue generally includes fixed base rents and recoveries of expenses that we have incurred and that we pass through to the individual tenants, in each case as provided in the respective leases.

Our primary cash expenses consist of our property operating expenses, general and administrative expenses, interest expense, and construction and development related costs. Property operating expenses include: real estate taxes, repairs and maintenance, management fees, insurance, ground lease costs and utilities; general and administrative expenses include payroll, office expenses, professional fees, and other administrative expenses; and interest expense includes interest on our Term Loan Facility, New Term Loan Facility, and Revolving Loan Facility. In addition, we incur substantial non-cash charges for depreciation of our properties and amortization of intangible assets and liabilities.

- 28 -

Comparison of the Three Months Ended September 30, 2026 to the Three Months Ended September 30, 2025

The following table presents selected data on comparative results from the Company's condensed consolidated statements of operations for the three months ended September 30, 2026, as compared to the three months ended September 30, 2025 (in thousands):

Rental Income

Rental income decreased by $3.1 million for the three months ended September 30, 2026, primarily due to property sales.

Property Operating Expenses

Property operating expenses decreased by $3.1 million primarily due to sales. The largest decreases were in common area maintenance, utilities, and insurance.

Real Estate Taxes

Real estate taxes decreased by approximately $0.3 million for the three months ended September 30, 2026 due to property sales.

Depreciation and Amortization Expenses

The decrease of $1.3 million in depreciation and amortization expenses for the three months ended September 30, 2026 was primarily due to property sales.

Gain on Sale of Real Estate

During the three months ended September 30, 2026, the Company sold one property for $3.0 million and recorded a gain totaling $1.2 million which is included in the gain on sale of real estate within the condensed consolidated statements of operations.

The Company did not sell any properties during the three months ended September 30, 2025.

Impairment of Real Estate Assets

The Company did not recognize any impairment charges during the three months ended September 30, 2026. During the three months ended September 30, 2025, the Company recognized a $0.8 million impairment of real estate assets as a result of the Company transferring the Aventura, FL property to held for sale which requires the asset be carried at the lower of book value or fair value less costs to sell.

- 29 -

Equity in Income (Loss) of Unconsolidated Entities

During the three months ended September 30, 2026, equity in income of unconsolidated entities increased by $7.1 million due to the sale of an Unconsolidated Property's parcel resulting in income of $7.4 million, offset by an increase of losses of $0.3 million related to the Company's other investments.

Interest and Other Income (Expense), Net

For the three months ended September 30, 2026, interest and other income (expense), net increased by $1.7 million. During the three months ended September 30, 2026, the Company had interest income of $0.5 million, and received option payments of $0.4 million related to the Dallas property purchase and sale agreement.

During the three months ended September 30, 2025, the Company had a settlement expense of $1.5 million partially offset by interest income of $0.7 million.

Interest Expense

The decrease of $4.0 million in interest expense for the three months ended September 30, 2026 was driven by Term Loan Facility paydowns subsequent to September 30, 2025.

Comparison of the Nine Months Ended September 30, 2026 to the Nine Months Ended September 30, 2025

The following table presents selected data on comparative results from the Company's condensed consolidated statements of operations for the nine months ended September 30, 2026, as compared to the nine months ended September 30, 2025 (in thousands):

Rental Income

Rental income decreased by $8.4 million primarily due to property sales.

Property Operating Expenses

Property operating expenses decreased by $7.1 million primarily due to sales. The largest decreases were in common area maintenance, utilities, and insurance.

Real Estate Taxes

Real estate taxes decreased by $1.2 million primarily due to sales. Additionally, during the nine months ended September 30, 2026, there were no real estate tax reduction fees and therefore no real estate tax refunds.

Depreciation and Amortization Expenses

The decrease of $4.6 million in depreciation and amortization during the nine months ended September 30, 2026 was primarily due to property sales.

- 30 -

General and Administrative Expenses

General and administrative expenses consist of personnel costs, including share-based compensation and third-party consulting fees, professional fees, office expenses and overhead expenses.

The decrease of $11.5 million was partially driven by the recognition of severance expense of $6.9 million for the nine months ended September 30, 2025. Other decreasing costs include $3.6 million in personnel costs, $0.9 million office and ground rent, and $0.2 million in other office costs.

Gain on Sale of Real Estate

During the nine months ended September 30, 2026, the company sold two properties for $14.1 million and recorded gains totaling $1.2 million, which is included in the gain on sale of real estate within the condensed consolidated statements of operations.

During the nine months ended September 30, 2025, the Company sold two properties for $52.6 million and recorded a gain totaling $8.9 million which is included in gain on sale of real estate within the condensed consolidated statements of operations.

Loss on Sale of Interests in Unconsolidated Entities

There were no sales of interests in Unconsolidated entities for the nine months ended September 30, 2026.

During the nine months ended September 30, 2025, the Company sold its remaining interest in the SPS Portfolio Holdings II LLC joint venture to an affiliate of its joint venture partner and recognized a loss of $1.4 million on the sale.

Impairment of Real Estate Assets

During the nine months ended September 30, 2026 the Company recognized a $15.2 million impairment of real estate assets due to a marketed process that resulted in receiving offers below carrying value.

During the nine months ended September 30, 2025, the Company recognized an $18.8 million impairment of real estate assets as a result of the Company agreeing to sell one property at an amount below book value.

Equity in Income (Loss) of Unconsolidated Entities

During the nine months ended September 30, 2026, $5.2 million of other-than-temporary impairment losses and a $4.7 million gain on sale of a portion of an Unconsolidated Property were recorded, compared to an $8.5 million other-than-temporary impairment loss recorded during the nine months ended September 30, 2025. These factors resulted in a decrease in loss of $7.7 million.

Interest and Other Income (Expense), Net

For the nine months ended September 30, 2026, interest and other income increased by $1.3 million primarily due to a decrease of settlement expenses.

Interest Expense

The decrease of $8.6 million in interest expense for the nine months ended September 30, 2026 was driven by the net $170.0 million of Term Loan Facility paydowns made since September 30, 2025.

Liquidity and Capital Resources

Our primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses and debt service (collectively, "Obligations"), and certain development expenditures. Property rental income, which is the Company's primary source of operating cash flow, did not fully fund Obligations during the nine months ended September 30, 2026 and the Company recorded net operating cash outflows of $12.6 million. Additionally, the Company generated net investing cash inflows of $22.2 million during the nine months ended September 30, 2026, which were driven by distributions from unconsolidated entities and sales of real estate partially offset by development expenditures and investments in unconsolidated entities.

Obligations are projected to continue to exceed property rental income and we expect to fund such Obligations and any development expenditures with cash on hand and a combination of capital sources including, but not limited to, sales of Consolidated Properties, sales

- 31 -

of interests in Unconsolidated Properties and financing transactions, subject to any approvals that may be required under the loan agreements. Below is our sales activity since we began our capital recycling program:

The Company has entered into an option purchase and sale agreement (the "PSA") to sell one vacant non-income producing premier asset in Dallas, Texas for anticipated gross proceeds of $50.8 million before applicable credits and costs. The sale is subject to customary closing conditions and is also cross-conditioned and cross-defaulted with an option purchase and sale agreement between the buyer and unaffiliated owners of a neighboring parcel. The buyer made an initial option payment of $169,200, then (i) commencing on July 1, 2026, and each month thereafter that the PSA remains in effect through December 1, 2026, the Company shall receive an option payment equal to $126,900 and (ii) commencing on January 1, 2027, and each month thereafter that the PSA remains in effect through January 1, 2028, the Company shall receive an option payment equal to $274,950. All option payments are incremental to the purchase price and are non-refundable except as otherwise provided for in the PSA. There can be no assurances that the buyer will exercise the option to purchase the property. During the three and nine months ended September 30, 2026, the Company received $0.4 million and $0.6 million in option payments.

Term Loan Facility / Incremental Funding Facility

As previously disclosed, on May 5, 2020, the Operating Partnership and Berkshire Hathaway entered into an amendment (the "Term Loan Amendment") to the Term Loan Agreement by and among the Operating Partnership and Berkshire Hathaway as initial lender and administrative agent that permitted the deferral of payment of interest under the Term Loan Agreement if, as of the first day of each applicable month, (x) the amount of unrestricted and unencumbered (other than liens created under the Term Loan Agreement) cash on hand of the Operating Partnership and its subsidiaries, minus (y) the aggregate amount of anticipated necessary expenditures for such period (such sum, "Available Cash") was equal to or less than $30.0 million. In such instances, for each interest period, the Operating Partnership was obligated to make payments of interest in an amount equal to the difference between (i) Available Cash and (ii) $20.0 million (provided that such payment should not exceed the amount of current interest otherwise due under the Term Loan Agreement). Any deferred interest should accrue interest at 2.0% in excess of the then applicable interest rate and should be due and payable on July 31, 2023; provided, that the Operating Partnership was required to pay any deferred interest from Available Cash in excess of $30.0 million (unless otherwise agreed to by the administrative agent under the Term Loan Agreement in its sole discretion).

- 32 -

In addition, repayment of any outstanding deferred interest was a condition to any borrowings under the $400.0 million incremental funding facility under the Term Loan Agreement (the "Incremental Funding Facility").

On July 28, 2025, the Company exercised its extension option pursuant to the Fourth Term Loan Amendment (as defined in Note 6 - Debt) and on July 30, 2025, the Company paid a 2% extension fee equal to $4.0 million extending the maturity date to July 31, 2026. The Company also paid the incremental facility fee of $4.0 million. All other terms under the Term Loan Agreement remained unchanged during the extension period including the interest rate and the incremental facility fee in accordance with the Term Loan Agreement.

During the nine months ended September 30, 2026, the Company repaid the existing Term Loan Facility in full.

New Term Loan Facility and Revolving Loan Facility

On July 24, 2026, the Company entered into (i) a Loan and Security Agreement (the "Real Estate Loan Agreement") providing for a $15.0 million term loan (the "New Term Loan Facility") and (ii) a Business Loan Agreement (the "Revolving Loan Facility"), as amended by an omnibus agreement, providing for a $25.0 million revolving loan. At closing of the Revolving Loan Facility, the Company drew $15.0 million (the "Initial Draw"), and has $10.0 million available and unfunded. The Company used the proceeds from the closing of the New Term Loan Facility and the Initial Draw, together with cash on hand, to fully repay the $50.0 million outstanding balance on the existing Term Loan Facility and to pay transaction and related costs. The New Term Loan Facility is collateralized by the Company's interest in three Consolidated Properties and bears interest at an annual rate of one-month SOFR plus 2.75% which interest rate shall be reduced to one-month SOFR plus 2.25% if the outstanding balance is reduced to $10.0 million or less. The Revolving Loan Facility is collateralized by $25.0 million of cash held in a restricted account with the lender. Drawn amounts under the Revolving Loan Facility bear interest at an annual rate equal to a spread of 2.0% above the money market rate on the cash collateral which is currently 3.5% for 12 months from closing and thereafter resets annually. The Revolving Loan Facility and the New Term Loan Facility mature on July 24, 2028 and have a one-year extension option.

See Note 1 - Organization of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of liquidity and going concern.

Cash Flows for the Nine Months Ended September 30, 2026 Compared to the Nine Months Ended September 30, 2025

The following table summarizes the Company's cash flow activities for the nine months ended September 30, 2026 and 2025, respectively (in thousands):

Cash Flows from Operating Activities

Our primary uses of cash include the payment of property operating and other expenses, including general and administrative expenses. Rental revenues are not sufficient to cover these expenses.

Significant components of net cash used in operating activities included:

Cash Flows from Investing Activities

Significant components of net cash provided by investing activities include:

- 33 -

Cash Flows from Financing Activities

Significant components of net cash used in financing activities include:

Dividends and Distributions

The Company's Board of Trustees did not declare dividends on the Company's Class A common shares during the nine months ended September 30, 2026 and 2025, respectively. The last dividend on the Company's Class A and C common shares that the Board of Trustees declared was on February 25, 2019, which was paid on April 11, 2019 to shareholders of record on March 29, 2019.

The Company's Board of Trustees also declared the following dividends on the Company's Series A Preferred Shares during 2026 and 2025:

Off-Balance Sheet Arrangements

The Company accounts for its investments in entities that it does not have a controlling interest in but exercises significant influence under the equity method of accounting and those investments are reflected on the condensed consolidated balance sheets of the Company as investments in unconsolidated entities. As of September 30, 2026 and December 31, 2025, we did not have any off balance sheet financing arrangements.

Contractual Obligations

There have been no significant changes in the contractual obligations disclosed in our Form 10-K for the year ended December 31, 2025.

Capital Expenditures

During the three and nine months ended September 30, 2026, the Company invested $1.9 million and $2.8 million, respectively, in our consolidated properties. The Company also invested $0.3 million and $2.8 million in our unconsolidated joint ventures during three and nine months ended September 30, 2026, respectively.

During the three and nine months ended September 30, 2025, the Company invested $3.8 million and $21.8 million, respectively, in our consolidated properties. The Company did not make any investments in its unconsolidated joint ventures during the three months ended September 30, 2025. The Company invested $0.4 million in its unconsolidated joint ventures during the nine months ended September 30, 2025.

- 34 -

Litigation and Other Matters

In accordance with accounting standards regarding loss contingencies, we accrue an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated, and we disclose the amount accrued and the amount of a reasonably possible loss in excess of the amount accrued or disclose the fact that such a range of loss cannot be estimated. We do not record liabilities when the likelihood that the liability has been incurred is probable but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. In such cases, we disclose the nature of the material contingency, and an estimate of the possible loss, range of loss, or disclose the fact that an estimate cannot be made.

On July 1, 2024, a purported shareholder of the Company filed a class action lawsuit in the U.S. District Court for the Southern District of New York, captioned Zhengxu He, Trustee of the He & Fang 2005 Revocable Living Trust v. Seritage Growth Properties, Case No. 1:24:CV:05007, alleging that the Company, the Company's Chief Executive Officer, and the Company's Chief Financial Officer violated the federal securities laws. The complaint seeks to bring a class action on behalf of all persons and entities that purchased or otherwise acquired Company securities between July 7, 2022 and May 10, 2024. The complaint alleges that the defendants violated federal securities laws by issuing false, misleading, and/or omissive disclosures concerning the Company's alleged lack of effective internal controls regarding the identification and review of impairment indicators for investments in real estate and the Company's value and projected gross proceeds of certain real estate assets. The complaint seeks compensatory damages in an unspecified amount to be proven at trial, an award of reasonable costs and expenses to the plaintiff and class counsel, and such other and further relief as the court may deem just and proper. On or around January 15, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned Paul Sidhu v. Seritage Growth Properties, Case No. 1:25-cv-00152. On or around January 20, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the District of Maryland, captioned James Wallen v. Seritage Growth Properties, Case No. 1:25-cv-00190. On or around May 8, 2025, another purported shareholder of the Company filed a derivative lawsuit in the U.S. District Court for the Southern District of New York, captioned Derrick Cheroti v. Seritage Growth Properties, Case No. 1:25-vc-00152. The derivative actions allege the same or similar claimed acts and omissions underlying the Securities Action, assert breach of fiduciary duty and other claims against the Company's Chief Executive Officer, the Company's Chief Financial Officer, and current and former members of the Company's Board of Trustees, and name the Company as a nominal defendant. The complaint in each of the derivative actions seeks compensatory damages in an unspecified amount to be proven at trial, an order directing the Company and the individual defendants to reform and improve the Company's corporate governance and internal procedures, restitution from the individual defendants, an award of costs and expenses to the plaintiff and reasonable attorneys' and experts' fees, costs, and expenses, and such other and further relief as the court may deem just and proper. The complaint in the Cheroti Derivative Action also seeks an award of punitive damages, an order directing the individual defendants to account for all damages caused by them and all profits and special benefits and unjust enrichment obtained, and the imposition of a constructive trust. On September 2, 2025, the court in the Cheroti Derivative Action stayed the Cheroti Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. On November 5, 2025, the court in the District of Maryland proceedings consolidated the Sidhu Derivative Action and the Wallen Derivative Action and appointed lead counsel. On November 12, 2025, the court in the Consolidated Derivative Action stayed the Consolidated Derivative Action until resolution of the anticipated motion to dismiss in the Securities Action. The Company intends to vigorously defend itself against the allegations in these lawsuits.

We are subject, from time to time, to various legal proceedings and claims that arise in the ordinary course of business and due to the current environment. While the resolution of such matters cannot be predicted with certainty, management believes, based on currently available information, the final outcome of such ordinary course legal proceedings and claims will not have a material effect on the condensed consolidated financial position, results of operations or liquidity of the Company.

See Note 9 - Commitments and Contingencies Litigation and Other Matters of the Notes to the condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q for a discussion of the Litigation and related matters.

Critical Accounting Policies

A summary of our critical accounting policies is included in our Annual Report on Form 10-K for the year ended December 31, 2025 in Management's Discussion and Analysis of Financial Condition and Results of Operations. For the nine months ended September 30, 2026, there were no material changes to these policies.

- 35 -