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
Date of Report (Date of earliest event reported): December 04, 2025 |
SERITAGE GROWTH PROPERTIES
(Exact name of Registrant as Specified in Its Charter)
Maryland | 001-37420 | 38-3976287 | ||
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||
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500 Fifth Avenue, Suite 1530 |
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New York, New York |
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(Address of Principal Executive Offices) |
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Registrant’s Telephone Number, Including Area Code: 212 355-7800 |
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(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:
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| Trading |
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Class A common shares of beneficial interest, par value $0.01 per share |
| SRG |
| New York Stock Exchange |
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per share |
| SRG-PA |
| New York Stock Exchange |
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 7.01 Regulation FD Disclosure.
On December 4, 2025, Seritage Growth Properties (the “Company”) issued a press release announcing that it made a voluntary prepayment of $20 million toward its $1.6 billion senior secured term loan facility dated July 31, 2018, among the Company, Seritage Growth Properties, L.P. and Berkshire Hathaway Life Insurance Company of Nebraska (as amended by amendment no. 1, dated May 5, 2020, by amendment no. 2, dated November 24, 2021, by amendment no. 3, dated June 16, 2022, and by amendment no. 4, dated November 20, 2024, the "Term Loan Agreement").
Following the prepayment, the Company has now repaid a total of $1.55 billion since December 2021 and $50 million remains outstanding under the Term Loan Agreement. The current prepayment will reduce Seritage’s total annual interest expense related to the term loan facility by approximately $1.4 million.
In accordance with General Instruction B.2 of Form 8-K, the information in item 7.01, including Exhibit 99.2, is being furnished to the SEC and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. |
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104 |
| Cover Page Interactive Data File (embedded within Inline XBRL document) |
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.
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| SERITAGE GROWTH PROPERTIES |
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Date: | December 4, 2025 | By: | /s/ Matthew Fernand |
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| Matthew Fernand |