Related Party Disclosure

6 Months Ended

Jun. 30, 2025

Related Party Transactions [Abstract]

Related Party Disclosure

Note 10 – Related Party Disclosure

Edward S. Lampert

Edward S. Lampert is the Chairman and Chief Executive Officer of ESL, which owns Holdco, and was Chairman of Sears Holdings. Mr. Lampert was also the Chairman of Seritage prior to his retirement effective March 1, 2022.

On July 6, 2022, Mr. Lampert converted all of his remaining Operating Partnership Units (“OP Units”) to Class A common shares. As a result, he no longer holds a direct interest in the Operating Partnership and he owns approximately 23.9% of the outstanding Class A shares as of June 30, 2025.

Winthrop Capital Advisors

On December 29, 2021, the Company entered into a Services Agreement with Winthrop Capital Advisors LLC to provide additional staffing to the Company. On January 7, 2022, the Company announced that John Garilli, an employee of Winthrop, has been appointed interim chief financial officer on a full-time basis, effective January 14, 2022. The Company pays Winthrop a monthly fee of $0.1 million and reimbursement for certain employee expenses. The Company paid Winthrop $0.7 million and $0.8 million during the three months ended June 30, 2025 and 2024, respectively. The Company paid Winthrop $1.7 million and $1.6 million during the six months ended June 30, 2025 and 2024, respectively.

Unconsolidated Entities

Certain unconsolidated entities have engaged the Company to provide management, leasing, construction supervision and development services at the properties owned by the unconsolidated entities. Refer to Note 2 for the Company’s significant accounting policies.

At June 30, 2025 and December 31, 2024 there was $1.7 million and $3.2 million, respectively, in receivables from unconsolidated entities for reimbursable costs and is included in tenant and other receivables on the consolidated balance sheets. In addition, during the three months ended June 30, 2025, the Company advanced $1.7 million to one of its unconsolidated entities pursuant to its joint venture agreement and is included in tenant and other receivables, net. At June 30, 2025 and December 31, 2024, there was $40.0 thousand and $0.1 million, respectively, in payables to unconsolidated entities and is included in accounts payable, accrued expenses and other liabilities on the consolidated balance sheets.

At June 30, 2025, the Company has a put right on one property held by one unconsolidated entity, which may require the Company’s partner to buy out the Company’s investment in such property. As of June 30, 2025, the threshold to exercise this put right had not been met. During the three and six months ended June 30, 2025 and 2024, the Company did not exercise any put rights.