The Company conducts a portion of its property rental activities through investments in unconsolidated entities. The Company’s partners in these unconsolidated entities are unrelated real estate entities or commercial enterprises. The Company and its partners in these unconsolidated entities make initial and/or ongoing capital contributions to these unconsolidated entities. The obligations to make capital contributions are governed by each unconsolidated entity’s respective operating agreement and related governing documents.

During the year ended December 31, 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. As of December 31, 2025, the Company has investments in five unconsolidated entities as follows:


		Seritage %	# of	Total
Unconsolidated Entities	Entity Partner(s)	Ownership	Properties	GLA
GS Portfolio Holdings (2017) LLC ("GGP II JV")	Brookfield Properties Retail (formerly GGP Inc.)	50.0%	1		93,500
Mark 302 JV LLC ("Mark 302 JV")	An investment fund managed by Invesco Real Estate	50.0%	1		51,500
SI UTC LLC ("UTC JV")	A separate account advised by Invesco Real Estate	50.0%	1		106,200
Tech Ridge JV Holding LLC ("Tech Ridge JV")	An affiliate of RD Management	50.0%	1		—
Landmark Land Holdings, LLC ("Landmark JV")	The Howard Hughes Corporation and Foulger-Pratt	31.3%	1		—
			5		251,200

In certain circumstances, when the Company has contributed properties to unconsolidated entities in exchange for equity interests in those unconsolidated entities, the transaction price attributed to the property at the closing (the “Contribution Value”) is subject to revaluation as defined in the respective unconsolidated entity agreements, which may result in an adjustment to the gain or loss recognized. If the Contribution Value is subject to revaluation, the Company initially recognizes the gain or loss at the value that is the expected amount within the range of possible outcomes and will re-evaluate the expected amount on a quarterly basis through the final determination date.

Upon revaluation, the primary inputs in determining the Contribution Value will be updated for actual results and may result in a cash settlement or capital account adjustment between the unconsolidated entity partners, as well as an adjustment to the initial gain or loss.

Each reporting period, the Company re-analyzes the primary inputs that determine the Contribution Value and the gain or loss for those unconsolidated entities subject to a revaluation. As of December 31, 2025, the Company has one remaining instance where the Contribution Value is subject to a revaluation under certain conditions. The Company did not recognize any gains or loss on revaluation during the years ended December 31, 2025 and 2024.

The following tables present summarized financial data for UTC JV (in thousands):


	December 31, 2025			December 31, 2024
ASSETS
Investment in real estate
Land	$	27,992		$	27,992
Buildings and improvements		149,373			149,628
Accumulated depreciation		(17,324	)		(11,943	)
		160,041			165,677
Construction in progress		3,521			3,013
Net investment in real estate		163,562			168,690
Cash and cash equivalents		1,642			2,839
Tenant and other receivables, net		11,780			11,408
Other assets, net		10,236			11,131
Total assets	$	187,220		$	194,068

LIABILITIES AND MEMBERS' INTERESTS
Accounts payable, accrued expenses and other liabilities		6,026			6,335
Total liabilities		6,026			6,335

Members' Interest
Total members' interest		181,194			187,733
Total liabilities and members' interest	$	187,220		$	194,068
Carrying value of Company's investments in equity investments	$	95,475		$	98,587


	Year Ended December 31,
	2025			2024
Total revenue	$	18,308		$	17,712
Property operating expenses		(3,422	)		(3,450	)
Depreciation and amortization		(6,461	)		(6,252	)
Operating income		8,425			8,010
Other income (expenses)		(485	)		(875	)
Net income	$	7,940		$	7,135
Equity in income of unconsolidated entities (1)	$	4,149		$	3,716

(1)

Equity in income (loss) of unconsolidated entities on the consolidated statements of operations includes basis difference adjustments.

The following tables present combined financial data for all of the Company’s Unconsolidated Entities, excluding UTC JV (in thousands):


	December 31, 2025			December 31, 2024
ASSETS
Investment in real estate
Land	$	60,931		$	88,153
Buildings and improvements		30,991			74,644
Accumulated depreciation		(10,466	)		(30,854	)
		81,456			131,943
Construction in progress		70,207			64,212
Net investment in real estate		151,663			196,155
Cash and cash equivalents		7,817			18,164
Tenant and other receivables, net		345			35
Other assets, net		15,625			17,921
Total assets	$	175,450		$	232,275

LIABILITIES AND MEMBERS' INTERESTS
Liabilities
Accounts payable, accrued expenses and other liabilities		12,076			12,194
Total liabilities		12,076			12,194

Members' Interest
Total members' interest		163,374			220,081
Total liabilities and members' interest	$	175,450		$	232,275
Carrying value of Company's investments in equity investments	$	60,767		$	91,112


	Year Ended December 31,
	2025			2024
Total revenue	$	2,634		$	1,454
Property operating expenses		(3,598	)		(5,087	)
Depreciation and amortization		(2,467	)		(4,215	)
Operating loss		(3,431	)		(7,848	)
Other income (expenses)		199			(187	)
Gains (losses) and (impairments)		(31,200	)		(13,537	)
Net loss	$	(34,432	)	$	(21,572	)
Equity in loss of unconsolidated entities (1)	$	(17,318	)	$	(6,870	)

(1)

Equity in loss of unconsolidated entities on the consolidated statements of operations includes basis difference adjustments.

The Company shares in the profits and losses of these unconsolidated entities generally in accordance with the Company’s respective equity interests. In some instances, the Company may recognize profits and losses related to investment in an unconsolidated entity that differ from the Company’s equity interest in the unconsolidated entity. This may arise from impairments that the Company recognizes related to its investment that differ from the impairments the unconsolidated entity recognizes with respect to its assets, differences between the Company’s basis in assets it has transferred to the unconsolidated entity and the unconsolidated entity’s basis in those assets or other items. The Company utilizes appraisals and third-party prepared fair value estimates as well as negotiated offers to sell the investments for the impairment analysis. The Company recorded $8.5 million in other-than-temporary impairment losses in investments in unconsolidated entities for the year ended December 31, 2025. The Company did not record any other-than-temporary impairment losses for the year ended December 31, 2024.

During the year ended December 31, 2025, the Company sold its interest in one unconsolidated property and recognized a loss of $1.4 million on the sale. During the year ended December 31, 2024, the Company sold its interest in one unconsolidated property and recognized a gain of $2.0 million on the sale. These amounts are included in (loss) gain on sale of interest in unconsolidated entities on the consolidated statements of operations. During the year ended December 31, 2024, one underlying property was sold for a loss of $5.3 million. The Company's 50% share of this loss is included in equity loss of unconsolidated entities on the consolidated statements of operations.

As of December 31, 2025, the Company has put rights for one asset in one of its unconsolidated entities, however, since this property is vacant, the 50% occupancy threshold to exercise this put right has not been met. As of December 31, 2024, the Company had put rights for three assets in two of its unconsolidated entities, however since these properties were vacant, the 50% occupancy threshold to exercise these put rights had not been met.

Underlying assets at the unconsolidated entity level are assessed for impairment pursuant to ASC 360, Property Plant, and Equipment. Impairments of $31.2 million and $8.3 million were recorded for the years ended December 31, 2025 and 2024, respectively. For the years ended December 31, 2025 and 2024, the Company's 50% share of the impairment charge, adjusted to reflect the impact of basis differences, is $7.1 million and $0.1 million, respectively and is included in equity in loss of unconsolidated entities on the consolidated statements of operations.

The Company acts as the operating partner and day-to-day manager for the Mark 302 JV, the UTC JV, and Tech Ridge JV. The Company is entitled to receive certain fees for providing management, leasing, and construction supervision services to certain of its unconsolidated entities. Refer to Note 2 for the Company’s accounting policies. The Company earned $0.6 million from these services for the years ended December 31, 2025 and 2024, respectively.