Investments in Unconsolidated Entities

3 Months Ended

Mar. 31, 2026

Equity Method Investments and Joint Ventures [Abstract]

Note 4 – Investments in Unconsolidated Entities

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.

As of March 31, 2026, 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 March 31, 2026, 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 three months ended March 31, 2026 and 2025.

Summarized Financial Information for Unconsolidated Entities

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


	March 31, 2026			December 31, 2025
ASSETS
Investment in real estate
Land	$	27,992		$	27,992
Buildings and improvements		149,373			149,373
Accumulated depreciation		(18,654	)		(17,324	)
		158,711			160,041
Construction in progress		3,591			3,521
Net investment in real estate		162,302			163,562
Cash and cash equivalents		1,436			1,642
Tenant and other receivables, net		11,559			11,780
Other assets, net		10,297			10,236
Total assets	$	185,594		$	187,220

LIABILITIES AND MEMBERS' INTERESTS
Accounts payable, accrued expenses and other liabilities		5,996			6,026
Total liabilities		5,996			6,026

Members' Interest
Total members' interest		179,598			181,194
Total liabilities and members' interest	$	185,594		$	187,220
Carrying value of Company's investments in unconsolidated entities	$	94,712		$	95,475


	Three Months Ended March 31,
	2026			2025
Total revenue	$	4,152		$	4,782
Property operating expenses		(733	)		(648	)
Depreciation and amortization		(1,558	)		(1,565	)
Operating income		1,861			2,569
Other income (expenses)		(22	)		(159	)
Net income	$	1,839		$	2,410
Equity in income of unconsolidated entities (1)	$	955		$	1,277

(1)

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

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


	March 31, 2026			December 31, 2025
ASSETS
Investment in real estate
Land	$	56,828		$	60,931
Buildings and improvements		30,992			30,991
Accumulated depreciation		(10,786	)		(10,466	)
		77,034			81,456
Construction in progress		47,389			70,207
Net investment in real estate		124,423			151,663
Cash and cash equivalents		15,289			7,817
Tenant and other receivables, net		466			345
Other assets, net		15,254			15,625
Total assets	$	155,432		$	175,450

LIABILITIES AND MEMBERS' INTERESTS
Liabilities
Accounts payable, accrued expenses and other liabilities		11,558			12,076
Total liabilities		11,558			12,076

Members' Interest
Total members' interest		143,874			163,374
Total liabilities and members' interest	$	155,432		$	175,450
Carrying value of Company's investments in unconsolidated entities	$	49,390		$	60,767


	Three Months Ended March 31,
	2026			2025
Total revenue	$	562		$	289
Property operating expenses		(693	)		(836	)
Depreciation and amortization		(319	)		(942	)
Operating loss		(450	)		(1,489	)
Other income (expenses)		90			135
Losses on sale		(8,586	)		-
Net loss	$	(8,946	)	$	(1,354	)
Equity in loss of unconsolidated entities (1)	$	(8,122	)	$	(9,205	)

(1)

Equity in (loss) of unconsolidated entities on the condensed 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 $5.2 million and $8.5 million in other-than-temporary impairment losses in investments in unconsolidated entities for the three months ended March 31, 2026 and 2025, respectively.

As of March 31, 2026 and 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.

Unconsolidated Entity Management and Related Fees

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 $0.1 million from these services for the three months ended March 31, 2026 and 2025, respectively.