SRG-PA on NYSE

Seritage Growth Properties

Seritage Growth Properties is a Real estate investment trust company.1 It is headquartered in Hoffman Estates, United States.1 Its shares trade on NYSE under the symbol SRG-PA.1

Price unavailable

Last updated Oct 20, 2026.

Overview

$607.0KRevenue, fiscal 20254
-$68.2MNet income, fiscal 20254

Compare with Video River Networks, Inc., AEI INCOME & GROWTH FUND XXII LTD PARTNERSHIP or Collab Z Inc., or pick any stock.

  • TickerSRG-PA on NYSE1
  • IndustryReal Estate1
  • HeadquartersHoffman Estates, United States1
  • Websitewww.seritage.com
  • Incorporated inMD5
  • Business address500 Fifth Avenue, Suite 1530, New York, Ny 101105
  • Filer categoryNon-accelerated filer, Smaller reporting company5
  • Legal formCOMPANY3
  • LEI5493003CJFC2MM82WB253
  • StatusActive3
  • LEI statusLapsed (not renewed)3
  • Registered addressC/O The Corporation Trust, Incorporated, 21093 Timonium, United States3
  • Registered withBusiness Services (Maryland Department of Assessments and Taxation), D165627953

Seritage Growth Properties (“Seritage”) (NYSE: SRG), was formed as a Maryland real estate investment trust on June 3, 2015, operated as a fully integrated, self-administered and self-managed real estate investment trust (“REIT”) as defined under Section 856(c) of the Internal Revenue Code (the “Code”) from formation through December 31, 2021. On March 31, 2022, Seritage revoked its REIT election and became a taxable C Corporation effective January 1, 2022. Seritage’s assets are held by and its operations are primarily conducted, directly or indirectly, through Seritage Growth Properties, L.P., a Delaware limited partnership (the “Operating Partnership”). Under the partnership agreement of the Operating Partnership, Seritage, as the sole general partner, has exclusive responsibility and discretion in the management and control of the Operating Partnership. Unless otherwise expressly state…6 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-11238.1%Net margin4
7.1%Revenue growth, 20254
-20.6%Return on equity4

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Interest100¢$20.3M

Out of $607.0K in revenue.4 The company lost money this year.

Financial statements

Revenue78910114$607.0K in 2025−49% since 2018
0$2.0M$4.0M$6.0M2018: $1.2M$1.2M20182019: $1.6M$1.6M2019+34%2020: $293.0K$293.0K2020−82%2021: $1.0M$1.0M2021+252%2022: $2.4M$2.4M2022+137%2023: $5.7M$5.7M2023+134%2024: $567.0K$567.0K2024−90%2025: $607.0K$607.0K2025+7%
Net income789104-$68.2M in 2025−7% since 2018
-$200.0M-$150.0M-$100.0M-$50.0M02018: -$73.5M-$73.5M20182019: -$59.4M-$59.4M2019−19%2020: -$105.0M-$105.0M2020+77%2021: -$28.1M-$28.1M2021−73%2022: -$73.9M-$73.9M2022+163%2023: -$154.9M-$154.9M2023+109%2024: -$153.5M-$153.5M2024−1%2025: -$68.2M-$68.2M2025−56%

Every line of the income statement as filed: the last 2 fiscal years, latest first.4

Period ending2025-12-312024-12-31
Rental income$17.6M$17.1M
Management and other fee income$607.0K$567.0K
Total revenue$18.2M$17.6M
Property operating$14.0M$16.3M
Abandoned project costs$0$5.7M
Real estate taxes$2.5M$3.9M
Depreciation and amortization$6.3M$13.1M
General and administrative$31.9M$30.0M
Total expenses$54.7M$69.1M
Gain on sale of real estate, net$20.3M$10.7M
(Loss) gain on sale of interests in unconsolidated entities-$1.4M$2.0M
Impairment of real estate assets-$18.8M-$87.5M
Equity in loss of unconsolidated entities-$13.2M-$3.2M
Interest and other income (expense), net$1.6M$2.5M
Interest expense-$20.3M-$25.0M
Loss before income taxes-$68.2M-$152.0M
Provision for income taxes$0-$1.6M
Net loss-$68.2M-$153.5M
Preferred dividends-$4.9M-$4.9M
Net loss attributable to Seritage common shareholders-$73.1M-$158.4M
Net loss per share attributable to Seritage Class A common shareholders - Basic-$1.30-$2.82
Net loss per share attributable to Seritage Class A common shareholders - Diluted-$1.30-$2.82
Weighted average Class A common shares outstanding - Basic56.3M shares56.3M shares
Weighted average Class A common shares outstanding - Diluted56.3M shares56.3M shares

Compare Seritage Growth Properties with another company

Corporate structure

Seritage Growth Properties sits at the top of its group. 1 entity, 1 country on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Seritage Growth Properties

  • Hotchkis & Wiley Capital Management Filed SCHEDULE 13G/A on Seritage Growth Properties, latest May 15, 2026 (4 filings since Feb 11, 2022)
  • Yakira Capital Management, Inc. Filed SCHEDULE 13G/A on Seritage Growth Properties, latest Apr 7, 2026 (4 filings since Dec 27, 2023)
  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Seritage Growth Properties, latest Mar 27, 2026 (4 filings since Feb 10, 2022)
  • Par Olof Sanda Filed SCHEDULE 13G/A on Seritage Growth Properties, latest Feb 12, 2025 (3 filings since Aug 29, 2023)
  • Zhengxu He Filed SCHEDULE 13G/A on Seritage Growth Properties, latest Feb 6, 2025 (2 filings since Apr 5, 2024)
  • Ursa Fund Partners LP Filed SC 13G/A on Seritage Growth Properties, latest Jul 10, 2024
  • Eddie Lampert Filed SC 13D/A on Seritage Growth Properties, latest Feb 26, 2024 (7 filings since Nov 30, 2021)
  • Ursa Fund Management, LLC Filed SC 13G on Seritage Growth Properties, latest Jan 18, 2024
  • Thomas J. Tisch Filed SC 13G/A on Seritage Growth Properties, latest Jan 5, 2024 (3 filings since Jan 3, 2022)
  • Dalal Street, LLC Filed SC 13G/A on Seritage Growth Properties, latest Feb 16, 2022 (2 filings since Jan 10, 2022)
  • Seritage Growth Properties Hoffman Estates, Illinois, United States

Built from parent and subsidiary links from GLEIF, the Global Legal Entity Identifier Foundation (CC0); major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Seritage Growth Properties reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Land$25.4M4 Dec 31, 2025$65.0M4 Dec 31, 2024−60.9%
Operating-lease assets (leased space)$10.2M4 Dec 31, 2025$11.5M4 Dec 31, 2024−11.3%

Real estate and locations

ItemLatestA year beforeChange
Real estate investments, net$146.1M4 Dec 31, 2025$358.6M4 Dec 31, 2024−59.3%
Real estate accumulated depreciation$14.9M4 Dec 31, 2025$39.9M4 Dec 31, 2024−62.7%
Real estate properties14 Dec 31, 202504 Dec 31, 2024

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$48.1M4 Dec 31, 2025$85.2M4 Dec 31, 2024−43.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Finite-lived intangibles, gross$294.0K4 Dec 31, 2025$3.4M4 Dec 31, 2024−91.3%
Accumulated amortization$123.0K4 Dec 31, 2025$2.3M4 Dec 31, 2024−94.8%
Finite-lived intangibles, net$171.0K4 Dec 31, 2025$1.0M4 Dec 31, 2024−83.7%

Properties, in its own words

As of December 31, 2025, the Company’s portfolio consisted of interests in 10 properties comprised of approximately 0.8 million square feet of GLA or build-to-suit leased area and 156 acres of land. The portfolio consists of approximately 0.3 million square feet of GLA and 71 acres held by five Consolidated Properties and 0.5 million square feet of GLA and 85 acres held by five Unconsolidated Properties. The following tables set forth certain information regarding our Consolidated Properties and Unconsolidated Properties based on signed leases as of December 31, 2025, including signed but not yet open leases (“SNO” or “SNO Leases”):

City · State · Total · GLA Leased (1) · Not Leased · Land Acres · Significant Tenants (1) · Leased

The rest of Item 2

1 · King of Prussia (2) · PA · 208,700 · 174,500 · 34,200 · 14 · Dick's Sporting Goods, Primark · 83.6

2 · Dallas · TX · - · - · - · 23 · n/a · 0.0

3 · Redmond · WA · 7,500 · 7,500 · - · 15 · Red Robin · 100.0

4 · Riverside - Resi · CA · - · - · - · 14 · n/a · 0.0

5 · Riverside - Retail · CA · 33,200 · 12,200 · 21,000 · 5 · Bank of America · 36.7

Total - Consolidated Properties · 249,400 · 194,200 · 55,200 · 71 · 77.9

City · State · Total · GLA Leased (1) · Not Leased · Joint Venture · Land Acres · Significant Tenants (1) · Leased

1 · Santa Monica · CA · 103,000 · - · 103,000 · Mark 302 JV · 3 · n/a · 0.0

2 · San Diego · CA · 212,500 · 210,100 · 2,400 · UTC JV · 13 · Amazon · 98.9

3 · Alexandria · VA · - · - · - · Foulger Pratt / Howard Hughes · 41 · n/a · 0.0

4 · Altamonte Springs · FL · 186,900 · 9,500 · 177,400 · GGP II JV · 17 · Darden · 5.1

5 · Austin · TX · - · - · - · RD Development JV · 11 · n/a · 0.0

Total - Unconsolidated Properties · 502,400 · 219,600 · 282,800 · 85 · 43.7

Grand Total - All Properties · 751,800 · 413,800 · 338,000 · 156 · 55.0

Grand Total - All Properties (at Share) · 500,600 · 304,000 · 196,600 · 114 · 60.7

Based on signed leases as of December 31, 2025, including SNO Leases.

Property subject to a lease or ground lease.

Consolidated Properties

Geographic Diversification

The following table sets forth information regarding the geographic diversification of the portfolio based on signed leases as of December 31, 2025:

State · Number of Properties · Annual Rent · % of Annual Rent · PSF

Pennsylvania · 1 · 4,901,000 · 95.6 · 28.08

California · 2 · 34,000 · 0.7 · 1.03

Washington · 1 · 190,000 · 3.7 · 25.33

Texas · 1 · - · 0.0 · -

Total · 5 · 5,125,000 · 100.0 · 26.39

Tenant Overview

The following table provides a summary of annual base rent for the portfolio based on signed leases as of December 31, 2025:

Tenant · Number of Leases · Leased GLA · % of Total Leasable GLA · Gross Annual Base Rent ("ABR") · % of Total Annual Rent · Gross Annual Rent PSF ("ABR PSF")

In-place leases · 7 · 194,000 · 77.9 · 5,125,000 · 83.1 · 26.39

Total · 7 · 194,000 · 77.9 · 5,125,000 · 83.1 · 26.39

Unconsolidated Properties

Geographic Diversification

The following table sets forth information regarding the geographic diversification of the Unconsolidated Properties based on signed leases as of December 31, 2025:

State · Number of Properties · Annual Rent · % of Annual Rent · PSF

California · 2 · 15,474,000 · 98.8 · 73.66

Florida · 1 · 186,000 · 1.2 · 19.72

Texas · 1 · - · 0.0 · -

Virginia · 1 · - · 0.0 · -

Total · 5 · 15,660,000 · 100.0 · 71.34

Tenant Overview

The following table provides a summary of annual base rent for the Unconsolidated Properties based on signed leases as of December 31, 2025:

Tenant · Number of Leases · Leased GLA · % of Total Leasable GLA · Gross Annual Base Rent ("ABR") · % of Total Annual Rent · Gross Annual Rent PSF ("ABR PSF")

In-place leases · 26 · 220,000 · 43.7 · 15,660,000 · 100.0 · 71.34

Total · 26 · 220,000 · 43.7 · 15,660,000 · 100.0 · 71.34

Item 2 of the 10-K filed Mar 31, 2026.6

Leadership

Who has led Seritage Growth Properties, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (17)

Timeline

  1. Oct 2, 20268-K Executive or director change37
  2. Aug 14, 20268-K Results of operations38
  3. Jul 28, 20268-K Entered a material agreement; Ended a material agreement; New debt or obligation39
  4. Jul 8, 20268-K Executive or director change40
  5. Jun 11, 20268-K Shareholder vote41
  6. Jun 1, 20268-K Entered a material agreement42
  7. May 15, 20268-K Results of operations43
  8. Apr 20, 20268-K Other events44
  9. Mar 31, 20268-K Results of operations45
  10. Feb 25, 20268-K Other events46
  11. Dec 5, 20258-K Regulation FD disclosure47
  12. Dec 4, 20258-K Regulation FD disclosure48
  13. Mar 26, 2021New chief executive Andrea Olshan becomes CEO17
  14. Jul 6, 2015New chief executive Benjamin Schall becomes CEO18

Calendar

Coming up

  1. Around Nov 13, 2026Next results, estimated About a quarter after its last report. The company hasn't announced the date.

When it reported results

  1. Aug 14, 2026Reported quarterly or annual results38
  2. May 15, 2026Reported quarterly or annual results43
  3. Mar 31, 2026Reported quarterly or annual results45
  4. Nov 14, 2025Reported quarterly or annual results49
  5. Aug 14, 2025Reported quarterly or annual results50
  6. May 15, 2025Reported quarterly or annual results51
  7. Mar 31, 2025Reported quarterly or annual results52
  8. Nov 12, 2024Reported quarterly or annual results53

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

229 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 87 major events, 54 insider forms, 33 large holders, 34 other. The latest 20:

  1. Oct 2, 20268-K EDGAR
  2. Aug 14, 20268-K EDGAR
  3. Aug 14, 202610-Q EDGAR
  4. Jul 28, 20268-K EDGAR
  5. Jul 8, 20268-K EDGAR
  6. Jun 11, 20268-K EDGAR
  7. Jun 1, 20268-K EDGAR
  8. May 15, 20268-K EDGAR
  9. May 15, 202610-Q EDGAR
  10. May 15, 2026SCHEDULE 13G/A EDGAR
  11. Apr 27, 2026ARS EDGAR
  12. Apr 27, 2026DEFA14A EDGAR
  13. Apr 27, 2026DEF 14A EDGAR
  14. Apr 20, 20268-K EDGAR
  15. Apr 7, 2026SCHEDULE 13G/A EDGAR
  16. Apr 1, 20264 OWNERSHIP DOCUMENT EDGAR
  17. Mar 31, 20268-K EDGAR
  18. Mar 31, 202610-K EDGAR
  19. Mar 27, 2026SCHEDULE 13G/A EDGAR
  20. Feb 25, 20268-K EDGAR

The 229 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

56 open-market trades by officers, directors and large owners since October 2021: 7 buys and 49 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Mar 31, 2026Yakira Capital Management, Inc.10% ownerSale27,150$23.95$650.2KForm 4
Feb 24, 2026Yakira Capital Management, Inc.10% ownerSale2,225$24.10$53.6KForm 4
Feb 23, 2026Yakira Capital Management, Inc.10% ownerSale7,375$23.95$176.6KForm 4
Feb 9, 2026Yakira Capital Management, Inc.10% ownerSale5,570$24.10$134.2KForm 4
Feb 6, 2026Yakira Capital Management, Inc.10% ownerSale810$24.10$19.5KForm 4
Feb 5, 2026Yakira Capital Management, Inc.10% ownerSale1,030$24.08$24.8KForm 4
Feb 4, 2026Yakira Capital Management, Inc.10% ownerSale2,554$24.13$61.6KForm 4
Jan 26, 2026Yakira Capital Management, Inc.10% ownerSale5,072$24.13$122.4KForm 4
Sep 11, 2025LAMPERT EDWARD S10% ownerSale23,864$4.50$107.4KForm 4
Sep 9, 2025LAMPERT EDWARD S10% ownerSale40,000$4.40$176.0KForm 4
May 21, 2024Yakira Capital Management, Inc.10% ownerBuy23,500$20.00$470.0KForm 4
Apr 8, 2024Douglas Russell PalmerDirectorBuy60,000$23.68$1.4MForm 4
Apr 1, 2024LAMPERT EDWARD S10% ownerSale25,655$9.76$250.4KForm 4
Feb 28, 2024LAMPERT EDWARD S10% ownerSale6,447$9.61$62.0KForm 4
Feb 27, 2024LAMPERT EDWARD S10% ownerSale20,694$9.60$198.7KForm 4
Feb 26, 2024LAMPERT EDWARD S10% ownerSale45,654$9.60$438.3KForm 4
Feb 22, 2024LAMPERT EDWARD S10% ownerSale136,251$9.68$1.3MForm 4
Jan 24, 2024LAMPERT EDWARD S10% ownerSale400$9.51$3.8KForm 4
Jan 23, 2024LAMPERT EDWARD S10% ownerSale400$9.56$3.8KForm 4
Jan 22, 2024LAMPERT EDWARD S10% ownerSale101,151$9.54$965.0KForm 4

All 56 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Andrea L. Olshan$327.1K$6.4M64
2025Matthew E. Fernand49$463.4K$2.0M64
2025Eric Dinenberg43$436.2K$1.9M64
2025Adam Metz64$822.6K64
2024Former Chief Executive Officer andPresident$1.0M$5.2M64
2024Chief Legal Officer and CorporateSecretary$441.3K$1.8M64
2024Chief Operating Officer$415.4K$1.7M64

SEC filer profile

How Seritage Growth Properties is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARSeritage Growth Properties2
  • CIK0001628063
  • Employer ID (EIN)38-39762876
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company6
  • Incorporated inMaryland6
  • Fiscal year endsDecember 312
  • Industry code (SIC)6500 Real Estate2
  • SEC reviewing officeOffice of Real Estate & Construction, Division of Corporation Finance2
  • Business address500 Fifth Avenue, Suite 1530, New York, NY 101102
  • Phone21235578002
  • Shares outstanding56,324,607 Common Class A shares; 0 Common Class B shares; 0 Common Class C shares as of Mar 30, 20266
  • Public float$132.0M as of Jun 30, 20256
  • AuditorDeloitte & Touche LLP, New York, New York PCAOB ID 34; no auditor attestation of internal control over financial reporting6
  • On EDGAR sinceDec 19, 20142
  • Filings683 in all: 4 (229), 8-K (180), SC 13G/A (55), 10-Q (34), 3 (25), SC 13D/A (21), UPLOAD (21), SC 13G (17)2
    All 43 form types

    CORRESP (15), 10-K (11), DEF 14A (10), DEFA14A (10), S-11/A (5), SCHEDULE 13G/A (5), ARS (4), 8-K/A (3), DRSLTR (3), 10-K/A (2), 4/A (2), 424B5 (2), 8-A12B (2), CT ORDER (2), DRS/A (2), EFFECT (2), NT 10-Q (2), PRER14A (2), 10-Q/A (1), 3/A (1), 424B3 (1), 8-A12B/A (1), CERT (1), CERTNYS (1), DEFM14A (1), DRS (1), FWP (1), NT 10-K (1), POS EX (1), PREM14A (1), S-11 (1), S-3 (1), S-3ASR (1), S-8 (1), SC 13D (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) Aug 14, 2026
    Proxy statement (DEF 14A) Apr 27, 2026
    Latest 8-K (8-K) Oct 2, 2026

Securities registered for trading

ClassSymbolExchange
Class A common shares of beneficial interest, par value $0.01 per shareSRGNew York Stock Exchange
7.00% Series A cumulative redeemable preferred shares of beneficial interest, par value $0.01 per shareSRG-PANew York Stock Exchange

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).6

Risk factors and legal proceedings

The risks Seritage Growth Properties names in Item 1A of its 10-K filed Mar 31, 2026: 45 risks under these headings, as written.6

  • Risks Related to Our Business and Operations
  • Risks Related to Our Tax Status
  • Risks Related to Ownership of our Securities
  • There can be no assurance that we will be able to complete any strategic transaction or strategic change on terms satisfactory to the Board of Trustees.
  • We have experienced challenging market conditions and there can be no assurances that these challenges will abate, which may adversely impact the net Plan of Sale proceeds from our assets.
  • We cannot assure our shareholders of the amount they will receive in shareholder distributions under the Plan of Sale or when they will receive them.
  • If we are unable to find buyers for our assets on a timely basis or at our expected sales prices, our shareholder distributions under the Plan of Sale may be delayed or reduced.
  • Our expected sales prices may be impacted by tenant issues at our properties.
  • We have ongoing capital needs and may not be able to obtain additional financing or other sources of funding on acceptable terms.
  • Real estate related taxes may increase, and if these increases are not passed on to tenants, our income will be reduced.
  • Changes in building and/or zoning laws may require us to update a property or prevent us from fully restoring a property in the event of a substantial casualty loss and/or require us to meet additional or more stringent construction requirements.
  • Our real estate assets and equity method investments may be subject to impairment charges.
The other 36 risks
  • We have identified material weaknesses in our internal control over financial reporting and such material weaknesses have not yet been fully remediated. No assurance can be made that additional material weaknesses or significant deficiencies will not occur in the future. If we fail to maintain an effective system of internal controls, we may not be able to accurately report our financial results or prevent fraud. As a result, our shareholders could lose confidence in our financial reporting, which could harm our business and the trading price of our common stock.
  • Properties in our portfolio may be subject to ground leases; if we are found to be in breach of these ground leases or are unable to renew them, we could be materially and adversely affected.
  • Certain properties within our portfolio are subject to restrictions pursuant to reciprocal easement agreements, operating agreements, or similar agreements, some of which contain a purchase option or right of first refusal or right of first offer in favor of a third party.
  • Economic conditions, high interest rates and macroeconomic uncertainty could materially adversely affect our business and/or the net proceeds available from the sale of our assets.
  • Rising expenses could reduce cash flow.
  • We may face increased risks and costs associated with volatility in commodity and labor prices or as a result of supply chain or procurement disruptions, which may adversely affect the status of our construction projects.
  • Compliance with the Americans with Disabilities Act may require us to make expenditures that adversely affect our cash flows.
  • Environmental, health, safety and land use laws and regulations may limit or restrict some of our operations or otherwise cause us to incur significant costs.
  • Environmental costs and liabilities associated with contamination at real estate properties owned by us may materially and adversely affect us.
  • Our business faces potential risks associated with natural disasters, severe weather conditions and climate change and related legislation and regulations, which could have an adverse effect on our cash flow and operating results.
  • Possible acts of war, terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.
  • Cybersecurity incidents could cause a disruption to our operations, a compromise of confidential information and damage to our business relationships, all of which could negatively impact our business, financial condition and operating results.
  • We may incur mortgage indebtedness and other borrowings, which may increase our business risks.
  • Covenants in our Term Loan Facility may limit our operational flexibility and a covenant breach or default could adversely affect our business and financial condition.
  • Our rights and the rights of our shareholders to take action against our trustees and officers are limited.
  • Our Declaration of Trust and bylaws and Maryland law contain provisions that may delay, defer or prevent an acquisition of Class A common shares or a change in control.
  • We may experience uninsured or underinsured losses, or insurance proceeds may not otherwise be available to us which could result in a significant loss of the capital we have invested in a property, decrease anticipated future revenues or cause us to incur unanticipated expense.
  • Mr. Lampert may exert substantial influence over us, and his interests may differ from or conflict with the interests of our other shareholders.
  • Our investments in or redevelopment of properties may be unsuccessful or fail to meet our expectations.
  • Current and future redevelopment may not yield expected returns.
  • If members of our management team terminate their employment with us or we are unable to retain talented employees our financial results and/or the Plan of Sale may be adversely affected.
  • The future outbreak of highly infectious or contagious diseases may materially and adversely impact the business of our tenants and materially or adversely impact and disrupt our business, income, cash flow, results of operations, financial condition, liquidity, prospects and ability to service our debt obligations.
  • We have been, and in the future may be, subject to securities class action, derivative, and other litigation, which may harm our business and results of operations.
  • We have concluded that management’s plans do not alleviate substantial doubt as to our ability to continue as a going concern.
  • If we experience an “ownership change” for purposes of Section 382 of the Code, our ability to utilize our net operating loss and net capital loss carryforwards and certain built-in losses to reduce our future taxable income could be limited, potentially increasing the net taxable income on which we must pay corporate-level taxes, and potentially adversely affecting our liquidity,
  • and our desire to preserve our net operating losses and net capital loss carryforwards may cause us to forgo otherwise attractive opportunities.
  • If we do not qualify to be taxed as a REIT for any taxable year through 2021, we will be subject to U.S. federal income tax as a regular corporation and could face a substantial tax liability, which would reduce the amount of cash available for distribution to our shareholders.
  • We may be subject to adverse legislative or regulatory tax changes that could increase our tax liability, reduce our operating flexibility and reduce the price of our Class A common shares.
  • The market price and trading volume of our securities may be volatile.
  • We have issued Series A Preferred Shares, which, along with future offerings of debt or preferred equity securities, rank senior to our common shares for purposes of distributions or upon liquidation, and may adversely affect the market price of our common shares.
  • The number of shares available for future sale could adversely affect the market price of Class A common shares.
  • The Series A Preferred Shares have not been rated.
  • An active trading market may not develop for the Series A Preferred Shares or, even if it does develop, may not continue, which may negatively affect the market value of, and the ability of holders of our Series A Preferred Shares to transfer or sell, their shares.
  • The Series A Preferred Shares are subordinate in right of payment to our existing and future debt, and the interests of the holders of Series A Preferred Shares could be diluted by the issuance of additional preferred shares, including additional Series A Preferred Shares, and by other transactions.
  • Dividends on our preferred shares, including the Series A Preferred Shares, are discretionary. We cannot guarantee that we will be able to pay dividends in the future or what the actual dividends will be for any future period.
  • Holders of Series A Preferred Shares will have limited voting rights.

Legal proceedings

The Company is 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, that the final outcome of such matters will not have a material effect on the consolidated financial position, results of operations, cash flows or liquidity of the Company. As of December 31, 2025, and 2024, the Company did not record any amounts for litigation or other matters aside from payments made by our D&O insurers, which we received during the year ended December 31, 2023. Details of the litigation and these payments are described in Note 9 to our consolidated financial statements.

The opening of Item 3, Legal Proceedings.6

Sources

The numbers on this page point here. Each one links to the record it came from.

  1. 1
  2. 2
  3. 3
  4. 4
  5. 5
  6. 6
  7. 7
  8. 8
  9. 9
  10. 10
  11. 11
  12. 12
  13. 13
  14. 14
  15. 15
  16. 16
  17. 17
  18. 18
  19. 19
  20. 20
  21. 21
  22. 22
  23. 23
  24. 24
  25. 25
  26. 26
  27. 27
  28. 28
  29. 29
  30. 30
  31. 31
  32. 32
  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
    SEC EDGAROther events
  45. 45
  46. 46
    SEC EDGAROther events
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63
  64. 64