Seritage Growth Properties filed SEC Form 8-K: Entry into a Material Definitive Agreement

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

SERITAGE GROWTH PROPERTIES

(Exact name of Registrant as Specified in Its Charter)

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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 with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement

On September 2, 2025 (the “Effective Date”), a subsidiary of the Company entered into a purchase and sale agreement (the “PSA”) with Boulevard Step Ventures LLC (the “Buyer”) for the sale of the Company’s property located in Aventura, Florida. The purchase price for the sale of the property is $131.0 million less a credit for unpaid leasing costs as of the closing date for existing leases. At signing of the PSA, the Buyer posted a $5.0 million earnest money deposit which is non-refundable except as otherwise provided for in the PSA. The closing is scheduled for 30 days after the Effective Date subject to satisfaction of customary closing conditions. The Buyer has the right to extend closing by 45 days upon posting an additional $5.0 million earnest money deposit which would also be non-refundable except as otherwise provided for in the PSA.

The foregoing description of the PSA does not purport to be complete and is qualified in its entirety by reference to the full text of the PSA, a copy of which is expected to be filed as an exhibit to the Company’s Periodic Report on Form 10-Q for the period ended September 30, 2025.

SIGNATURES

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.