Seritage Growth Properties-A 2024年度报告

SERITAGE GROWTH PROPERTIES (Exact name of registrant as specified in its charter) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act: None. Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes☐No☒ Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject tosuch filing requirements for the past 90 days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer a smaller reporting companyor an emerging growth company. See the definitions of“large accelerated filer,”“accelerated filer,”“smaller reporting company" and “emerginggrowth company” in Rule 12b-2 of the Exchange Act: Large accelerated filer☐Accelerated filer☐Non-Accelerated filer☒Smaller reporting company☒Emerging growth company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b)☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes☐No☒ On June 30, 2024, the last business day of the most recently completed second quarter of the registrant, the aggregate market value of the votingand non-voting common equity held by non-affiliates of the registrant was approximately $198,000,000based upon the closing price of $4.67 ofthe common stock as reported on the New York Stock Exchange on such date. As of March 27, 2025, the registrant had the following common shares outstanding: ClassClass A common shares of beneficial interest, par value $0.01 per share Class B common shares of beneficial interest, par value $0.01 per share Class C common shares of beneficial interest, par value $0.01 per share DOCUMENTS INCORPORATED BY REFERENCE Portions of Seritage Growth Properties’ Proxy Statement for its 2025 Annual Meeting of Shareholders are incorporated by reference into Part IIIof this Annual Report on Form 10-K. TABLE OF CONTENTS PART IItem 1. Business1Item 1A.Risk Factors5Item 1B.Unresolved Staff Comments24Item 1C.Cybersecurity24Item 2.Properties26Item 3.Legal Proceedings29Item 4.Mine Safety Disclosures29PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities30Item 6.Reserved32Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations33Item 7A.Quantitative and Qualitative Disclosures About Market Risk45Item 8.Financial Statements and Supplementary Data45Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure45Item 9A.Controls and Procedures45Item 9B.Other Information46Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections46PART IIIItem 10.Directors, Executive Officers, and Corporate Governance47Item 11.Executive Compensation47Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters47Item 13.Certain Relationships and Related Transactions, and Director Independence47Item 14.Principal Accounting Fees and Services47PART IVItem 15.Exhibits and Financial Statement Schedule48Item 16.Form 10-K Summary48Signatures54 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K (the “Annual Report”) of Seritage Growth Properties contains statements that constituteforward-looking statements within the mea