{"url_path":"/sec/srg-pa/proxy/2026-04-27/000117494726000519","section_key":"body","section_title":"DEF 14A body","topic":"sec","document":{"doc_type":"DEF 14A","doc_date":"2026-04-27","source_url":"https://www.sec.gov/Archives/edgar/data/1628063/0001174947-26-000519-index.html","accession_number":"0001174947-26-000519","cik":"0001628063","ticker":"SRG","issuer_name":"Seritage Growth Properties","edgar_url":"https://www.sec.gov/Archives/edgar/data/1628063/0001174947-26-000519-index.html","primary_entity_key":"0001628063","primary_entity_name":"Seritage Growth Properties"},"word_count":21716,"has_tables":true,"body_markdown":"srg-20251231\n\nDEF 14A\n0001628063\nfalse\n\nThe dollar amounts reported in column (e) represent the amount of “compensation\nactually paid” to Ms. Olshan for the corresponding year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar\namounts do not reflect the actual amount of compensation earned by or paid to Ms. Olshan during the applicable year. In accordance with\nthe requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Olshan’s total compensation to determine\nher 2025 CAP:\n \n\nYear\n\nReported Summary\n\nCompensation Table Total\n\nfor Ms. Olshan\n\n($)\n\nReported\nValue of Equity\n\nAwards\n\n($)\nEquity\nAward Adjustments\n\n($)(a)\nCompensation\nActually\n\nPaid to Ms. Olshan\n\n($)\n\n2025\n6,386,016\n-\n(30,061)\n6,355,955\n\n \n\n(a)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable)\nof the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as\nof the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair\nvalue of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that\nare granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest\nin the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v)\nfor awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a\ndeduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other\nearnings paid or accrued on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair\nvalue of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to\ncalculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology\nused to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant.\nThe amounts deducted or added in calculating the equity award adjustments are as follows:\n\nYear\nYear-End\nFair\n\nValue of\n\nEquity Awards\n\nGranted in the\n\nYear and that\n\nare Unvested\n\n($)\nYear-over-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards Granted\n\nin Prior Years\n\nthat are\n\nUnvested\n\n($)\nFair\nValue as\n\nof Vesting\n\nDate of\n\nEquity\n\nAwards\n\nGranted and\n\nVested in the\n\nYear\n\n($)\nYear-over-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards\n\nGranted in\n\nPrior Years that\n\nVested in the\n\nYear\n\n($)\nPrior\nYear-\n\nEnd Fair\n\nValue of\n\nEquity Awards\n\nthat Failed to\n\nMeet Vesting\n\nConditions in\n\nthe Year\n\n($)\nValue\nof Dividends\n\nor other Earnings\n\nPaid on Equity\n\nAwards not\n\nOtherwise\n\nReflected in Fair\n\nValue or Total\n\nCompensation\n\n($)\nTotal\nEquity\n\nAward\n\nAdjustments\n\n($)\n\n2025\n-\n-\n-\n(30,061)\n-\n-\n(30,061)\n\nThe dollar amounts reported in column (g) represent the average amount of “compensation actually\npaid” to the Non-PEO NEOs specified in footnote 5, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts\ndo not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance\nwith the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO\nNEOs for 2025 to determine the compensation actually paid, using the same methodology described above in footnote 4:\n \n\nYear\n\nAverage Reported\n\nSummary Compensation\n\nTable Total for Non-PEO\n\nNEOs\n\n($)\n\nAverage Reported Value\n\nof Equity Awards\n\n($)\n\nAverage Equity Award\n\nAdjustments\n\n($)(a)\n\nAverage Compensation\n\nActually Paid to Non-\n\nPEO NEOs\n\n($)\n\n2025\n1,951,814\n-\n(6,194)\n1,945,620\n\n \n\n(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:\n\n \n\nYear\n\nAverage Year-\n\nEnd Fair\n\nValue of\n\nEquity Awards\n\nGranted in the\n\nYear and that\n\nare Unvested\n\n($)\n\nAverage Year-\n\nover-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards\n\nGranted in\n\nPrior Years that\n\nare Unvested\n\n($)\n\nAverage Fair\n\nValue as of\n\nVesting Date\n\nof Equity\n\nAwards\n\nGranted and\n\nVested in the\n\nYear\n\n($)\n\nAverage Year-\n\nover-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards Granted\n\nin Prior Years\n\nthat Vested in\n\nthe Year\n\n($)\n\nAverage Prior\n\nYear-End Fair\n\nValue of Equity\n\nAwards that\n\nFailed to Meet\n\nVesting\n\nConditions in\n\nthe Year\n\n($)\n\nAverage Value of\n\nDividends or\n\nother Earnings\n\nPaid on Equity\n\nAwards not\n\nOtherwise\n\nReflected in Fair\n\nValue or Total\n\nCompensation\n\n($)\n\nAverage Equity\n\nAward\n\nAdjustments\n\n($)\n\n2025\n-\n-\n-\n(6,194)\n-\n-\n(6,194)\n\nThe amounts deducted or added in calculating the total average equity award adjustments are as follows:\n \n\nYear\n\nAverage Year-\n\nEnd Fair\n\nValue of\n\nEquity Awards\n\nGranted in the\n\nYear and that\n\nare Unvested\n\n($)\n\nAverage Year-\n\nover-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards\n\nGranted in\n\nPrior Years that\n\nare Unvested\n\n($)\n\nAverage Fair\n\nValue as of\n\nVesting Date\n\nof Equity\n\nAwards\n\nGranted and\n\nVested in the\n\nYear\n\n($)\n\nAverage Year-\n\nover-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards Granted\n\nin Prior Years\n\nthat Vested in\n\nthe Year\n\n($)\n\nAverage Prior\n\nYear-End Fair\n\nValue of Equity\n\nAwards that\n\nFailed to Meet\n\nVesting\n\nConditions in\n\nthe Year\n\n($)\n\nAverage Value of\n\nDividends or\n\nother Earnings\n\nPaid on Equity\n\nAwards not\n\nOtherwise\n\nReflected in Fair\n\nValue or Total\n\nCompensation\n\n($)\n\nAverage Equity\n\nAward\n\nAdjustments\n\n($)\n\n2025\n-\n-\n-\n(6,194)\n-\n-\n(6,194)\n\nThe equity award adjustments for each applicable year include the addition (or subtraction, as applicable)\nof the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as\nof the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair\nvalue of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that\nare granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest\nin the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v)\nfor awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a\ndeduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other\nearnings paid or accrued on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair\nvalue of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to\ncalculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology\nused to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant.\nThe amounts deducted or added in calculating the equity award adjustments are as follows:\n\nYear\nYear-End\nFair\n\nValue of\n\nEquity Awards\n\nGranted in the\n\nYear and that\n\nare Unvested\n\n($)\nYear-over-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards Granted\n\nin Prior Years\n\nthat are\n\nUnvested\n\n($)\nFair\nValue as\n\nof Vesting\n\nDate of\n\nEquity\n\nAwards\n\nGranted and\n\nVested in the\n\nYear\n\n($)\nYear-over-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards\n\nGranted in\n\nPrior Years that\n\nVested in the\n\nYear\n\n($)\nPrior\nYear-\n\nEnd Fair\n\nValue of\n\nEquity Awards\n\nthat Failed to\n\nMeet Vesting\n\nConditions in\n\nthe Year\n\n($)\nValue\nof Dividends\n\nor other Earnings\n\nPaid on Equity\n\nAwards not\n\nOtherwise\n\nReflected in Fair\n\nValue or Total\n\nCompensation\n\n($)\nTotal\nEquity\n\nAward\n\nAdjustments\n\n($)\n\n2025\n-\n-\n-\n(30,061)\n-\n-\n(30,061)\n\n0001628063\n\n2025-01-01\n2025-12-31\n\n0001628063\n\necd:NonPeoNeoMember\necd:EqtyAwrdsAdjsMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\necd:NonPeoNeoMember\necd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\necd:PeoMember\necd:EqtyAwrdsAdjsMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\necd:PeoMember\necd:ChngInFrValAsOfVstngDtOfPrrYrEqtyAwrdsVstdInCvrdYrMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\n2023-01-01\n2023-12-31\n\n0001628063\n\n2024-01-01\n2024-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\n\n2023-01-01\n2023-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\n\n2024-01-01\n2024-12-31\n\n0001628063\n\nsrg:AdamMetzMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AdamMetzMember\n\n2024-01-01\n2024-12-31\n\n0001628063\n\nsrg:AdamMetzMember\n\n2023-01-01\n2023-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\necd:PeoMember\necd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\necd:PeoMember\necd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\necd:PeoMember\necd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\necd:PeoMember\necd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\necd:PeoMember\necd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AndreaLOlshanMember\nsrg:ReportedValueOfEquityAwardsMember\necd:PeoMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\nsrg:AverageReportedValueOfEquityAwardsMember\necd:NonPeoNeoMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\necd:NonPeoNeoMember\necd:YrEndFrValOfEqtyAwrdsGrntdInCvrdYrOutsdngAndUnvstdMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\necd:NonPeoNeoMember\necd:ChngInFrValOfOutsdngAndUnvstdEqtyAwrdsGrntdInPrrYrsMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\necd:NonPeoNeoMember\necd:VstngDtFrValOfEqtyAwrdsGrntdAndVstdInCvrdYrMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\necd:NonPeoNeoMember\necd:FrValAsOfPrrYrEndOfEqtyAwrdsGrntdInPrrYrsFldVstngCondsDrngCvrdYrMember\n\n2025-01-01\n2025-12-31\n\n0001628063\n\necd:NonPeoNeoMember\necd:DvddsOrOthrErngsPdOnEqtyAwrdsNtOthrwsRflctdInTtlCompForCvrdYrMember\n\n2025-01-01\n2025-12-31\n\niso4217:USD\n\n \n\n \n\nUNITED STATES\n\nSECURITIES AND EXCHANGE COMMISSION\n\nWashington, D.C. 20549\n\nSCHEDULE 14A\n\nProxy Statement Pursuant to Section 14(a) of\n\nThe Securities Exchange Act of 1934 (Amendment No.\n)\n\nFiled by the Registrant ☒\n\n \n\nFiled by a Party other than the Registrant ☐\n\n \n\nCheck the appropriate box:\n\n \n\n☐\nPreliminary Proxy Statement\n\n \n\n☐\nConfidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))\n\n \n\n☒\nDefinitive Proxy Statement\n\n \n\n☐\nDefinitive Additional Materials\n\n \n\n☐\nSoliciting Material Pursuant to § 240.14a-12\n\n \n\n \n\nSERITAGE GROWTH\nPROPERTIES\n\n(Name of Registrant as Specified in Its Charter)\n\n \n\n(Name of Person(s) Filing Proxy Statement, if other\nthan the Registrant)\n\n \n\nPayment of Filing Fee (Check the appropriate box):\n\n \n\n☒\nNo fee required.\n\n \n\n☐\nFee paid previously with preliminary materials.\n\n \n\n☐\nFee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.\n\n \n\n \n\n \n\n \n\n \n\n500 Fifth Avenue\n\nSuite 1530\n\nNew York, NY 10110\n\n(212) 355-7800\n\n \n\nApril 27, 2026\n\nDear Shareholder:\n\n \n\nThe trustees and\nofficers of Seritage Growth Properties (“Seritage,” the “Company,” “our company,” “we,”\n“our” or “us”) are pleased to invite you to attend the 2026 annual meeting (the “Annual Meeting”)\nof the Company’s shareholders on June 9, 2026 at 10:00 a.m. (Eastern Time). This year’s Annual Meeting will be held in a\nvirtual meeting format only. You will be able to attend the Annual Meeting virtually and vote and submit questions during the virtual\nAnnual Meeting by visiting meetnow.global/MR4SAA9. For instructions on how to attend and vote your shares at the Annual Meeting, see\nthe information in the accompanying Proxy Statement in the section titled “Questions and Answers - How do I attend and vote shares\nat the Annual Meeting?” Any reference herein to attending the Annual Meeting, including any reference to “in person”\nattendance, means attending by remote communication via live webcast on the Internet.\n\n \n\nThe formal notice of this Annual Meeting and the\nProxy Statement appear on the following pages. We have elected to provide access to our proxy materials over the Internet under the U.S.\nSecurities and Exchange Commission’s “notice and access” rules. After reading the Proxy Statement, please submit your\nproxy through the Internet, by touch-tone telephone or by requesting a printed copy of the proxy materials and using the enclosed proxy\ncard. We must receive properly authorized proxies submitted via mail by June 8, 2026 to ensure they will be counted at the Annual Meeting.\nWe encourage you to authorize a proxy to vote your shares via telephone or the Internet and to choose to view future mailings electronically\nrather than receiving them on paper. You may vote electronically via telephone or the Internet up to the time the polls close at the\nvirtual meeting. Please review the instructions on each of your voting options described in this Proxy Statement, as well as the Notice\nof Internet Availability of Proxy Materials you received in the mail.\n\n \n\nWhether or not you plan to attend the virtual meeting, please\nread the Proxy Statement and vote your shares.\n\n \n\n \n\nSincerely,\n\n \n\nAdam Metz\n\n*Chairman and Chief Executive Officer and President*\n\n \n\nSeritage Growth Properties\n\n500 Fifth Avenue\n\nSuite 1530\n\nNew York, NY 10110\n\n \n\n \n\n \n\nSERITAGE GROWTH PROPERTIES\n\n500 Fifth Avenue\n\nSuite 1530\n\nNew York, NY 10110\n\nNOTICE OF ANNUAL MEETING\nOF SHAREHOLDERS June 9, 2026\n\n10:00 a.m. Eastern Time\n\n \n\nWe invite you\nto attend the 2026 annual meeting of shareholders (the “Annual Meeting”) of Seritage Growth Properties, a Maryland real estate\ninvestment trust (“Seritage,” “the Company,” “our company,” “we,” “our” or\n“us”), to consider and vote upon:\n\n \n\n1. \nThe election of John T. McClain, Adam Metz, Talya Nevo-Hacohen, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann as trustees,\neach to serve until the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualifies;\n\n \n\n2. \nThe ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal\nyear 2026;\n\n \n\n3. \nAn advisory, non-binding resolution to approve the Company’s executive compensation program for our named executive officers,\nas described in the proxy statement; and\n\n \n\n4. \nAny other business that may properly come before the meeting or any postponement or adjournment of the meeting.\n\nThe record\ndate for determining shareholders entitled to notice of, and to vote at, the Annual Meeting is the close of business on April 13, 2026\n(the “Record Date”). Only shareholders of record on the Record Date are entitled to notice of, and to vote at, the meeting.\nFor more information, please read the accompanying Proxy Statement.\n\n \n\nThe Annual Meeting\nwill be held in a virtual meeting format only. You will be able to attend the Annual Meeting by remote communication and vote and submit\nquestions during the Annual Meeting by visiting meetnow.global/MR4SAA9. For instructions on how to attend and vote your shares at the\nAnnual Meeting, see the information in the accompanying Proxy Statement in the section titled “Questions and Answers - How do I\nattend and vote shares at the Annual Meeting?” Any reference herein to attending the Annual Meeting, including any reference to\n“in person” attendance, means attending by remote communication via live webcast on the Internet.\n\n \n\nIt is important\nthat your shares are represented at the meeting. Shareholders of record as of the Record Date may vote their shares online at the Annual\nMeeting, or authorize a proxy (1) by telephone, (2) through the Internet or\n\n \n\n(3) if you requested to receive printed\nproxy materials, by executing and submitting your enclosed proxy card at any time prior to the Annual Meeting. If you do not attend the\nAnnual Meeting but your vote is submitted by telephone or Internet before 10:00 A.M., Eastern Time, on June 9, 2026, your vote will be\ncast as if you were personally present at the Annual Meeting. If you are a shareholder of record as of the Record Date or hold a legal\nproxy from a shareholder of record and attend and vote at the Annual Meeting, your vote at the Annual Meeting will replace any earlier\nvote.\n\n \n\nSincerely,\n\n \n\nMatthew Fernand\n\n*Chief Legal Officer and Corporate Secretary*\n\nApril 27, 2026\n\n \n\n \n\nIMPORTANT NOTICE REGARDING THE AVAILABILITY\nOF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF SHAREHOLDERS TO BE HELD ON JUNE 9, 2026.\n\n \n\nThe Company’s Proxy Statement for the Annual Meeting and the 2025\nAnnual Report on Form 10-K for the fiscal year ended December 31, 2025 are available at https://www.edocumentview.com/SRG.\n\n \n\n \n\n \n\nTABLE OF CONTENTS\n\n \n\n[QUESTIONS AND ANSWERS](#a_001)\n1\n\n[CORPORATE GOVERNANCE](#a_002)\n6\n\n[Corporate Governance Practices](#a_003)\n6\n\n[Trustee Independence](#a_004)\n7\n\n[Risk Management](#a_005)\n7\n\n[THE BOARD OF TRUSTEES](#a_006)\n9\n\n[Board Membership](#a_007)\n9\n\n[Committees of the Board of Trustees](#a_008)\n9\n\n[Communications with the Board of Trustees](#a_009)\n10\n\n[Board Leadership Structure](#a_010)\n11\n\n[Nomination of Trustee Candidates](#a_011)\n11\n\n[CERTAIN RELATIONSHIPS AND TRANSACTIONS](#a_012)\n12\n\n[Review and Approval of Transactions with Related Persons](#a_013)\n12\n\n[Our Relationships with Transform Holdco LLC and Edward S. Lampert](#a_014)\n12\n\n[Our Relationship with Winthrop Capital Advisors, LLC and John Garilli](#a_015)\n13\n\n[ITEM 1. ELECTION OF TRUSTEES](#a_016)\n14\n\n[AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP](#a_017)\n17\n\n[Security Ownership of Trustees and Management](#a_018)\n17\n\n[Security Ownership of 5% Beneficial Owners](#a_019)\n18\n\n[EXECUTIVE OFFICERS](#a_020)\n19\n\n[COMPENSATION OF NAMED EXECUTIVE OFFICERS](#a_021)\n20\n\n[COMPENSATION OF TRUSTEES](#a_022)\n29\n\n[ITEM 2. RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM](#a_023)\n30\n\n[REPORT OF THE AUDIT COMMITTEE](#a_024)\n31\n\n[ITEM 3. ADVISORY VOTE ON EXECUTIVE COMPENSATION](#a_025)\n32\n\n[2027 ANNUAL MEETING OF SHAREHOLDERS](#a_026)\n32\n\n[Procedures for Submitting Shareholder Proposals](#a_027)\n32\n\n[SOLICITATION OF PROXIES](#a_028)\n33\n\n[IMPORTANT](#a_029)\n34\n\n \n\n \n\nQUESTIONS AND ANSWERS\n\n \n\nWhat is included in these proxy materials? What is a proxy\nstatement and what is a proxy?\n\nThe proxy\nmaterials for the 2026 annual meeting of shareholders (the “Annual Meeting”) of Seritage Growth Properties, a Maryland real\nestate investment trust that is taxed as a C corporation (“Seritage,” “the Company,” “our company,”\n“we,” “our,” or “us”), include the Notice of Annual Meeting, this Proxy Statement, our 2025 Annual\nReport on Form 10-K and a proxy card or voting instruction form. The Company has made these proxy materials available to you by Internet\nor, upon your request, has delivered printed versions of these materials to you by mail, because you were a shareholder of record at the\nclose of business on April 13, 2026 (the “Record Date”).\n\n \n\nA “proxy\nstatement” is a document that U.S. Securities and Exchange Commission (“SEC”) regulations require us to give you when\nwe ask you to sign a proxy designating individuals to vote on your behalf. The word “proxy” has two meanings. A “proxy”\nis the legal designation of another person to cast the votes entitled to be cast by the holder of the shares and is sometimes called a\n“proxy card.” That other designated person is called a “proxy” and is sometimes referred to as a “proxy\nholder.”\n\n \n\nWe have designated\nthree of our officers as proxies for the Annual Meeting. When you authorize a proxy by using the Internet, by telephone or by signing\nand returning the proxy card, you appoint each of Adam Metz, John Garilli and Matthew Fernand as your proxy at the Annual Meeting (the\n“proxies”), with full power of substitution by any of them. Even if you plan to attend the Annual Meeting, we encourage you\nto authorize a proxy to vote your shares in advance by using the Internet, by telephone or, if you received your proxy card by mail, by\nsigning and returning your proxy card. If you authorize a proxy by using the Internet or by telephone, you do not need to return your\nproxy card.\n\n \n\nThe form of proxy\nand this Proxy Statement have been approved by our Board of Trustees (“Board” or “Board of Trustees”) and are\nbeing provided to shareholders by its authority. These materials were first made available or sent to you on April 27, 2026. Any reference\nin this Proxy Statement to attending the Annual Meeting, including any reference to “in person” attendance, means attending\nby remote communication via live webcast on the Internet.\n\n \n\nWhy did I receive a one-page notice in the mail regarding\nthe Internet Availability of Proxy Materials instead of a full set of proxy materials?\n\n \n\nIn accordance\nwith rules adopted by the SEC, the Company uses the Internet as the primary means of furnishing proxy materials to our shareholders. Accordingly,\nthe Company is sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our shareholders. All shareholders\nwill be able to access the proxy materials on the website referred to in the Notice or request a printed set of the proxy materials. Instructions\non how to access the proxy materials over the Internet or how to request a printed copy may be found in the Notice, proxy card or voting\ninstruction form. In addition, shareholders may request to receive proxy materials in printed form by mail or electronically by email\non an ongoing basis. The Company encourages shareholders to take advantage of the availability of the proxy materials on the Internet\nin order to help reduce the environmental impact of its annual meetings and reduce the cost to the Company of physically printing and\nmailing materials.\n\n \n\nWhat am I voting on at the Annual Meeting?\n\n \n\nAt the Annual Meeting, our shareholders are asked to consider\nand vote upon:\n\n \n\n·The election of John T. McClain, Adam Metz, Talya Nevo-Hacohen, Mitchell Sabshon,\nAllison L. Thrush and Mark Wilsmann as trustees, each to serve until the 2027 annual meeting of shareholders and until his or her successor\nis duly elected and qualifies;\n\n·the ratification of the appointment of Deloitte & Touche LLP as our independent\nregistered public accounting firm for fiscal year 2026;\n\n·an advisory, non-binding resolution to approve the Company’s executive compensation\nprogram for our named executive officers; and\n\n·any other business that may properly come before the Annual Meeting or any postponement\nor adjournment thereof.\n\n1 \n\n \n\nHow does the Board recommend I vote?\n\n \n\nThe Board recommends that you vote as follows:\n\n \n\n·FOR the election of each of the Board’s nominees for trustees;\n\n·FOR the ratification of the appointment of Deloitte & Touche LLP as our\nindependent registered public accounting firm for fiscal year 2026; and\n\n·FOR, the advisory, non-binding resolution to approve the executive compensation\nprogram for our named executive officers.\n\n \n\nWhat does it mean to vote by proxy?\n\n \n\nIt means that\nyou give someone else the right to vote your shares in accordance with your instructions. In this way, you ensure that your vote will\nbe counted even if you are unable to attend the Annual Meeting. If you properly sign and return your proxy but do not include specific\ninstructions on how to vote, the individuals named as proxies will vote your shares as follows:\n\n \n\n·FOR the election of each of the Board’s nominees for trustees;\n\n·FOR the ratification of the appointment of Deloitte & Touche LLP as our\nindependent registered public accounting firm for fiscal year 2026; and\n\n·FOR, the advisory, non-binding resolution to approve the executive compensation\nprogram for our named executive officers.\n\nThe individuals\nnamed as proxies will vote in their discretion on any other matter that may properly come before the Annual Meeting or any postponement\nor adjournment thereof.\n\n \n\nWho is entitled to vote?\n\n \n\nOnly holders\nof our class A common shares of beneficial interest, $0.01 par value per share (“Class A Shares”), and class B common shares\nof beneficial interest, $0.01 par value per share (“Class B Shares”), on the Record Date are entitled to notice of, and to\nvote at, the Annual Meeting. The holder of each Class A Share and each Class B Share outstanding is entitled to one vote per share. There\nwere 56,324,607 Class A Shares and no Class B Shares outstanding on the Record Date.\n\n \n\nHow do I cast my vote?\n\n \n\nIf you hold your\nshares directly in your own name, you are a “registered shareholder” (sometime referred to as a “record shareholder”)\nand may vote in person at the Annual Meeting or you may complete and submit a proxy through the Internet, by telephone or by mail. If\nyour shares are registered in the name of a broker or other nominee, you are a “street-name shareholder” and will receive\ninstructions from your broker or other nominee describing how to vote your shares.\n\n \n\nHow do I authorize a proxy to vote my shares by telephone\nor through the Internet?\n\n \n\nIf you are a\nregistered shareholder, you may authorize a proxy to vote your shares by telephone or through the Internet by following the instructions\nin the Notice or proxy card if you requested to receive paper proxy materials. If you are a street-name shareholder, your broker or other\nnominee has provided you a voting instruction form and other information for you to use in directing your broker or nominee how to vote\nyour shares.\n\n \n\nWho will count the vote?\n\n \n\nA representative of Computershare\nTrust Company, N.A., an independent tabulator, will count the vote and act as the inspector of election.\n\n2 \n\n \n\nMay I change my vote after I have voted?\n\n \n\nA subsequent\nvote by any means will change your prior vote. For example, if you voted by telephone, a subsequent Internet vote will change your vote.\nIf you are a registered shareholder and wish to change your vote by mail, you may do so by requesting, in writing, a proxy card from the\nCorporate Secretary at Seritage Growth Properties, 500 Fifth Avenue, Suite 1530, New York, NY 10110, Attn: Corporate Secretary. The last\nproxy received prior to the Annual Meeting will be the one that will be counted. If you are a registered shareholder, you may also change\nyour vote by voting at the virtual Annual Meeting. Virtual attendance at the Annual Meeting will not, by itself, change a prior vote.\nStreet-name shareholders wishing to change their votes after returning voting instructions to their broker or other nominee should contact\nthe broker or nominee directly.\n\n \n\nMay I revoke a proxy?\n\n \n\nYes, a\nregistered shareholder may revoke a properly executed proxy at any time before it is exercised at the Annual Meeting by (i) submitting\na letter addressed to and received by the Corporate Secretary at the address listed in the answer to the previous question or (ii) attending\nthe Annual Meeting in person and revoking your proxy. Virtual attendance at the Annual Meeting, will not, by itself, revoke your proxy.\nStreet-name shareholders wishing to revoke their proxies after returning voting instructions to their broker or other nominee should contact\nthe broker or nominee directly.\n\n \n\nWhat does it mean if I receive more than one Notice, proxy\nor voting instruction form?\n\n \n\nIt means\nyour shares are registered in more than one account. For all copies of proxy materials, please provide voting instructions for all Notices,\nproxy cards and voting instruction forms that you receive. We encourage you to register all your accounts in the same name and address.\nRegistered shareholders may contact our transfer agent, Computershare Trust Company, N.A., at 150 Royall Street, Canton, MA 02021 (1-866-455-9772).\nStreet-name shareholders holding shares through a broker or other nominee should contact their broker or nominee and request consolidation\nof their accounts.\n\n \n\nWhat constitutes a quorum?\n\n \n\nThe holders\nof a majority of the outstanding shares entitled to vote, in person or represented by proxy at the Annual Meeting, constitute a quorum.\nA quorum is necessary to transact business at the Annual Meeting.\n\n \n\nWhat is the required vote to elect trustees?\n\n \n\nItem\n1: The affirmative vote of at least two-thirds of all the votes cast (i.e., voted “for” or “against”) as to\na nominee at a meeting of shareholders at which a quorum is present is required to elect a trustee. In the event that an incumbent trustee\ndoes not receive a sufficient percentage of votes entitled to be cast for election, he or she will continue to serve on the Board until\na successor is duly elected and qualifies. Cumulative voting is not permitted.\n\n \n\nWhat is the required vote to approve each of the other\nproposals?\n\n \n\nItem 2:\nRatification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm requires the affirmative\nvote of a majority of votes cast (i.e., voted “for” or “against”) in person or represented by proxy at the Annual\nMeeting.\n\n \n\nItem 3:\nApproval of the advisory vote on the Company’s executive compensation program for our named executive officers requires the affirmative\nvote of a majority of votes cast (i.e., voted “for” or “against”) in person or represented by proxy at the Annual\nMeeting.\n\n \n\nWhat is the effect of an abstention?\n\n \n\nAbstentions occur\nwhen a shareholder is present in person or by proxy at the Annual Meeting, but abstains from voting. Abstentions will be counted for purposes\nof determining whether a quorum is present at the Annual Meeting. Abstentions are not votes cast and will have no effect on the election\nof trustees, on the ratification of the\n\n3 \n\n \n\nappointment of Deloitte & Touche LLP as our independent\nregistered public accounting firm or on the advisory vote on the Company’s executive compensation.\n\n \n\nHow will votes be counted on shares held through brokers?\n\n \n\nIf you hold shares\nbeneficially in street name, but do not provide your broker with voting instructions on a matter on which the broker is not permitted\nto vote without instructions from the beneficial owner, your shares represent “broker non-votes.” Under the rules of the New\nYork Stock Exchange, brokers are not entitled to vote on (i) the election of trustees (Item 1) or (ii) the advisory vote on the Company’s\nexecutive compensation (Item 3) unless they receive voting instructions from the beneficial owner. Your broker is entitled to vote your\nshares even if no instructions are received from you on the proposal to ratify the appointment of Deloitte & Touche LLP as our independent\nregistered public accounting firm (Item 2). Broker non-votes will be counted for purposes of determining whether a quorum is present at\nthe Annual Meeting. Because broker non-votes are not considered votes cast on a proposal, broker non-votes, if any, will not affect the\noutcome of the election of trustees (Item 1) or the advisory vote on the Company’s executive compensation (Item 3).\n\n \n\nWhy are you holding a virtual Annual Meeting?\n\n \n\nWe believe\nthat the virtual meeting format will provide expanded access, improved communication and cost savings for our shareholders and the Company.\n\n \n\nThe Annual\nMeeting will convene at 10:00 a.m. Eastern Time on June 9, 2026. We encourage you to access the Annual Meeting prior to the start time\nleaving ample time for the virtual check-in process. Please follow the registration instructions as outlined in this proxy statement.\n\n \n\nHow do I attend and vote shares at the Annual Meeting?\n\n \n\nAny shareholder\nof record as of the Record Date or their duly authorized proxies may attend the Annual Meeting virtually. If you are a registered shareholder,\nyou do not need to register to attend the Annual Meeting. You will be able to attend the Annual Meeting online and submit your questions\nduring the Annual Meeting by visiting meetnow.global/MR4SAA9. You also will be able to vote your shares electronically as part of the\nAnnual Meeting webcast. Please follow the instructions on the notice or proxy card that you received.\n\n \n\nTo participate\nin the Annual Meeting, you will need to review the information included on your Notice, on your proxy card or on the instructions that\naccompanied your proxy materials.\n\n \n\nIf you hold\nyour shares through an intermediary, such as a bank or broker, you must register in advance to attend the Annual Meeting virtually on\nthe Internet. To register to attend the virtual Annual Meeting by remote communication via webcast, you must submit a legal proxy from\nyour broker or nominee as proof of your power to authorize your vote. Obtaining a legal proxy from your broker or nominee may take several\ndays. Requests for registration must be labeled as “Legal Proxy” and be should be received by Computershare via email or by\nmail using the instructions below by no later than 5:00 PM, Eastern Time on June 4, 2026 to ensure ample time to provide your confirmation\nof registration to be admitted to the meeting.\n\n \n\nYou will receive a confirmation of your registration by email\nafter we receive your registration materials.\n\n \n\nRequests for registration should be directed to the\nfollowing:\n\n \n\nBy email\n\n \n\nForward the email from your broker, or attach an image of your\nlegal proxy, to legalproxy@computershare.com.\n\n \n\nBy mail\n\n \n\nComputershare\n\nSeritage Legal Proxy\n\nP.O. Box 43001\n\nProvidence, RI 02940-3001\n\n4 \n\n \n\n \n\nThe Annual Meeting\nwill convene at 10:00 a.m. Eastern Time on June 9, 2026. We encourage you to access the Annual Meeting prior to the start time leaving\nample time for the virtual check-in process. Please follow the registration instructions as outlined in this proxy statement.\n\n \n\nMay I access future annual meeting materials through\nthe Internet?\n\n \n\nYes. Registered\nshareholders may sign up for electronic delivery at any time by registering their account online at www.computershare.com and updating\ntheir account profile. If you authorize a proxy through the Internet, you may also sign up for electronic delivery. Just follow the instructions\nthat appear after clicking on the “Vote” icon at www.envisionreports.com/SRG during the voting process. You will receive an\ne-mail next year containing our 2026 Annual Report on Form 10-K and the Proxy Statement for our 2027 annual meeting. Street-name shareholders\nmay also have the opportunity to receive copies of these documents electronically. Please check the information provided in the proxy\nmaterials mailed to you by your broker or other nominee regarding the availability of this service. This procedure reduces the printing\ncosts and fees our Company incurs in connection with the solicitation of proxies.\n\n \n\nHow are proxies solicited and what is the cost?\n\n \n\nSeritage will\nbear the cost of soliciting proxies by or on behalf of our Board. In addition to solicitation through the mail, proxies may be solicited\nin person or by telephone or electronic communication by our trustees, officers and employees, none of whom will receive additional compensation\nfor these services. We have engaged Innisfree M&A Incorporated (“Innisfree”) to distribute and solicit proxies on our\nbehalf and will pay Innisfree a fee of $20,000 plus reimbursement of reasonable out-of-pocket expenses, for these services.\n\n \n\nWhat is “householding”?\n\n \n\nSeritage\nhas adopted a procedure called “householding,” which has been approved by the SEC and authorized under Maryland law. Under\nthis procedure, shareholders of record who have the same address and last name will receive a single copy of the Notice and, if applicable,\nthe proxy materials unless one or more of these shareholders notifies the Company that they wish to continue receiving individual copies.\nShareholders who participate in householding will continue to receive separate proxy cards. This procedure can result in significant savings\nto our company by reducing printing and postage costs.\n\n \n\nIf you wish to\nreceive separate copies of Notices and, if applicable, proxy materials, please call the Company at (212) 355-7800 or write to: Corporate\nSecretary, Seritage Growth Properties, 500 Fifth Avenue, Suite 1530, New York, NY 10110. The Company will deliver the requested documents\nto you promptly upon your request.\n\n \n\nAny shareholders\nof record who share the same address and currently receive multiple copies of Notices and, if applicable, proxy materials who wish to\nreceive only one copy of these materials per household in the future may contact the Corporate Secretary of the Company at the address\nor telephone number listed above. If you hold your shares through a broker, bank or other nominee, please contact your broker, bank, or\nother nominee to request information about householding.\n\n \n\nHow do I revoke my consent to the householding program?\n\n \n\nIf you are a\nholder of record and share an address and last name with one or more other holders of record, and you wish to continue to receive separate\nNotices and, if applicable, proxy materials, you may revoke your consent by writing to Corporate Secretary, Seritage Growth Properties,\n500 Fifth Avenue, Suite 1530, New York, NY 10110. You may also revoke your consent by contacting the Company at (212) 355-7800. You will\nbe removed from the householding program within 30 days of receipt of the revocation of your consent.\n\n \n\nA number of brokerage\nfirms have instituted householding. If you hold your shares in street name, please contact your bank, broker or other holder of record\nto request information about householding.\n\n5 \n\n \n\nCORPORATE GOVERNANCE\n\n \n\nCorporate Governance Practices\n\n \n\nOur Board\nis committed to effective corporate governance. The Board has approved and adopted Corporate Governance Guidelines that provide the framework\nfor governance of our company. The Nominating and Corporate Governance Committee reviews and assesses the Corporate Governance Guidelines\nannually and recommends changes to the Board as appropriate. The Corporate Governance Guidelines, along with the charters of our Audit,\nCompensation and Nominating and Corporate Governance Committees and our Code of Business Conduct and Ethics, are available on our website\nat www.seritage.com on our Investor Relations page under the heading “Governance Documents.” (We are not including the information\ncontained on, or available through, our website as a part of, or incorporating such information by reference into, this proxy statement.)\n\n \n\nAmong other things, the Corporate Governance Guidelines provide\nthat:\n\n \n\n·A majority of the members of the Board must be independent trustees;\n\n·Independent trustees are to meet regularly, at least twice a year, in executive\nsession without management present;\n\n·The Board and each of its committees have the power to engage, at the Company’s\nexpense, independent legal, financial or other advisors as deemed necessary, without consulting or obtaining the approval of the Company’s\nofficers in advance;\n\n·The Board conducts an annual evaluation to assess whether it and its committees are functioning effectively;\n\n·The Board is committed to a policy of inclusiveness and is committed to seeking\nout highly qualified women and minority candidates as well as candidates with diverse backgrounds, experiences and skills; and\n\n·The Board, through the Nominating and Corporate Governance Committee, will review\na trustee’s availability to fulfill his or her responsibilities as a trustee if he or she serves on more than three other public\ncompany boards.\n\n·Trustees and executive officers are prohibited from entering into any hedging or\npledging transactions involving Company securities. Specifically, the Company’s insider trading policy prohibits all trustees and\nexecutive officers from engaging (at any time) in transactions in publicly traded options, such as puts and calls, and other derivative\nsecurities with respect to the Company’s securities, including any hedging or similar transaction designed to decrease the risks\nassociated with holding Company securities (but excluding transactions pursuant to awards granted under a Company equity-incentive plan,\nsuch as the exercise of stock options and purchase of the underlying shares). In addition, pursuant to the Company’s insider trading\npolicy all trustees and executive officers are prohibited from pledging Company securities as collateral for loans.\n\nIn addition,\nwe have been committed to practices that serve our shareholders, our team and our communities.\n\n \n\n·In past years, we undertook a number of green initiatives to mitigate our environmental\nrisks, including replacing or redeveloping aging structures with more energy efficient buildings, and implementing improved insulation,\ncool roofs, LED lighting, smart irrigation systems and landscape design, remote electricity monitoring and charging stations for electric\nvehicles.\n\n·As part of our completed or commenced development projects, we made significant\ncapital investments in past years to repurpose and modernize buildings and land, enhancing the local communities in which we serve and\ncontributing to job creation. We are dedicated to maintaining a corporate workforce built on a culture of respect, safety, professionalism\nand integrity.\n\n·We are focused on maintaining high governance standards. Our six member Board of\nTrustees has two female members. We also amended our declaration of trust to declassify our Board so that all of our trustees stand for\nelection annually. Furthermore, each of our trustees and employees is subject to our Code of Business Conduct and Ethics, which we believe\nincreases accountability and lowers governance risks.\n\n6 \n\n \n\nOn March\n1, 2022, we announced that our Board had commenced a process to review a broad range of strategic alternatives to enhance shareholder\nvalue. In 2022, we sought and obtained shareholder approval for a proposed plan of sale of our assets and dissolution (the “Plan\nof Sale”) that would allow our Board to sell all of our assets, distribute the net proceeds to shareholders and dissolve the Company.\nThe strategic review process remains ongoing as the Company executes the Plan of Sale, and the Company remains open minded to pursuing\nvalue maximizing alternatives, including a potential sale of the Company. We will consider these practices, to the extent applicable,\nin connection with our efforts to maximize the monetization of our assets under the Plan of Sale or otherwise.\n\n \n\nTrustee Independence\n\n \n\nBased on the\nreview and recommendation by the Nominating and Corporate Governance Committee, the Board analyzed the independence of each trustee. In\nmaking its independence determinations, the Board considers transactions, relationships and arrangements between Seritage and entities\nwith which trustees are associated as executive officers or trustees or have significant financial interests. When these transactions,\nrelationships and arrangements exist, they are in the ordinary course of business and are of a type customary for a real estate company\nsuch as Seritage.\n\n \n\nAs a result of\nthis review, the Board affirmatively determined that the following trustees meet the standards of independence under our Corporate Governance\nGuidelines and the applicable New York Stock Exchange (“NYSE”) listing rules, including that each member is free of any relationship\nthat would interfere with his or her individual exercise of independent judgment:\n\n \n\nJohn T. McClain\n\nTalya Nevo-Hacohen\n\nMitchell Sabshon\n\nAllison\nL. Thrush\n\nMark Wilsmann\n\n \n\nThe Board has also\ndetermined that all members of the Audit Committee meet additional, heightened independence criteria applicable to audit committee\nmembers under the NYSE listing rules. The Board has further determined that Allison L. Thrush and Mitchell Sabshon are financially\nliterate, and that John T. McClain, the chair of the Audit Committee, is an “audit committee financial expert,” as\ndefined in Item 407(d)(5) of Regulation S-K promulgated by the SEC.\n\n \n\nThe Board has\nalso determined that the members of the Compensation Committee meet independence criteria applicable to compensation committee members\nunder the NYSE listing rules.\n\n \n\nRisk Management\n\n \n\nConsistent with\nour leadership structure, our Chief Executive Officer and other members of senior management are responsible for the identification, assessment\nand management of risks that could affect the Company, and the Board provides oversight in connection with these efforts. The Board’s\noversight is conducted primarily through committees of the Board, as disclosed in the descriptions of the Nominating and Corporate Governance\nCommittee, the Audit Committee, the Compensation Committee and the Investment Committee below and in the charters of these Board committees.\nThe full Board has retained responsibility for general oversight of risks. The Board satisfies this responsibility through full reports\nby each committee chair regarding the committee’s considerations and actions, as well as through regular reports directly from officers\nresponsible for oversight and management of particular risks within the Company, including our Chief Executive Officer, Interim Chief\nFinancial Officer and our Chief Legal Officer and Corporate Secretary.\n\n \n\nInsider Trading Policy\n\n \n\nThe Company\nhas adopted an insider trading policy governing the purchase, sale, and/or other disposition of its securities by its trustees, officers,\nemployees, and other covered persons. The Company believes this policy is\n\n7 \n\n \n\nreasonably designed to promote\ncompliance with insider trading laws, rules, and regulations, and the exchange listing standards applicable to the Company. A copy of\nthis policy has been filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.\n\n \n\nPublic Policy Matters\n\n \n\nWe are committed\nto ethical business conduct and expect our trustees, officers and employees to act with integrity and to conduct themselves and our business\nin a way that protects our reputation for fairness and honesty. Consistent with these principles, we have established policies and practices\nin our Code of Business Conduct and Ethics with respect to political contributions and other public policy matters.\n\n \n\nWe encourage\nour employees to be active in the political and civic life of their communities. Trustees, officers and employees acting in their individual\ncapacities may not give the impression that they are speaking on our behalf or representing the Company in such activities. In addition,\nno trustee or employee is permitted to make, authorize or permit any unlawful contributions, expenditure or use of the Company’s\nfunds or property for political purposes. Trustees and employees must not give anything of value to government officials if this could\nbe interpreted as an attempt to curry favor on behalf of the Company.\n\n8 \n\n \n\n \n\nTHE BOARD OF TRUSTEES\n\n \n\nBoard Membership\n\n \n\nThe Nominating\nand Corporate Governance Committee of our Board is responsible for reviewing the qualifications and independence of members of the Board\nand its various committees on a periodic basis, as well as the composition of the Board as a whole. This assessment includes members’\nqualification as independent and their economic interest in the Company through meaningful share ownership, as well as consideration of\ndiversity, skills and experience in relation to the needs of the Board as discussed in more detail below under “Nomination of Trustees.”\nTrustee nominees will be recommended to the Board by the Nominating and Corporate Governance Committee in accordance with the policies\nand principles in its charter. The ultimate responsibility for selection of trustee nominees resides with the Board. The Board held four\nregular meetings and four special meetings during fiscal year 2025. All of the current trustees who served on the Board during 2025 attended\nat least 75% of the total meetings of the Board and each of the Board committees on which such trustee served during his or her respective\ntenure. In addition to the foregoing, during fiscal year 2025, the trustees from time to time held additional conference calls to discuss\nCompany business relating to matters including updates on the Plan of Sale and executive compensation matters. Trustees are encouraged\nto attend, and all of our current trustees who served on the Board during 2025 attended, our 2025 annual meeting of shareholders.\n\n \n\nCommittees of the Board of Trustees\n\n \n\nThe Board has\nstanding Audit, Compensation, Nominating and Corporate Governance, and Investment Committees. All members of the Audit, Compensation,\nand Nominating and Corporate Governance Committees are independent, as defined in the NYSE listing rules.\n\n \n\nThe table\nbelow reflects the current membership of each committee and the number of meetings held by each committee in fiscal year 2025.\n\n \n\n  \nAudit \nCompensation \nNominating and\nCorporate\nGovernance \nInvestment\n\nJ. McClain \nX* \nX* \n  \n \n\nA. Metz(1) \n  \n  \n  \n \n\nT. Nevo-Hacohen \n  \nX \n  \nX*\n\nM. Sabshon(2) \nX \n  \nX* \nX\n\nA. Thrush \nX \n  \nX \n \n\nM. Wilsmann(3) \n  \nX \nX \nX\n\n2025 Meetings \n5 \n (4) \n2 \n1(5)\n\n \n\n*\nCommittee chair\n\n(1)On March 26, 2025, in connection with his appointment as Interim Chief Executive Officer and President,\nMr. Metz resigned as a member of the Audit Committee and Compensation Committee, effective April 11, 2025.\n\n(2)On March 26, 2025, the Board appointed Mr. Sabshon to the Audit Committee, effective April 11, 2025.\n\n(3)On March 26, 2025, the Board appointed Mr. Wilsmann to the Compensation Committee, effective April 11,\n2025.\n\n(4)The Compensation Committee held executive sessions on multiple occasions in 2025 to discuss the potential\nterms for Mr. Metz’s employment agreement and also acted pursuant to unanimous written consents in 2025, including to approve an\namendment to Mr. Dinenberg’s employment agreement.\n\n(5)The Investment Committee also acted pursuant to unanimous written consents in 2025.\n\n \n\nEach Board committee operates\nunder a written charter. The principal functions of each committee are summarized below (charters for the Audit, Compensation and Nominating\nand Corporate Governance Committees may be viewed on our website at www.seritage.com under the “Investors - Governance Documents”\nheading or may be requested by writing to our Corporate Secretary at Seritage Growth Properties, 500 Fifth Avenue, Suite 1530, New York,\nNY 10110, Attn: Corporate Secretary):\n\n9 \n\n \n\nAudit Committee\n\n* *\n\n·Hires, subject to shareholder ratification at the annual meeting, the independent\nregistered public accounting firm to perform the annual audit;\n\n·Is responsible for compensation and oversight of the work of the independent registered\npublic accounting firm in connection with the annual audit report and quarterly reviews;\n\n·Reviews the Company’s annual and quarterly financial statements, including disclosures\nmade in management’s discussion and analysis of results of operations and financial condition;\n\n·Reviews the quarterly reports prepared by the independent registered public accounting firm;\n\n·Pre-approves audit and permitted non-audit services performed by the independent\nregistered public accounting firm;\n\n·Reviews financial reports, internal controls and risk exposures, including cybersecurity risk;\n\n·Reviews and approves all related-party transactions, as defined by applicable NYSE rules;\n\n·Reviews management’s plan for establishing and maintaining internal controls;\n\n·Assists Board oversight of the design and implementation of the Company’s internal audit function;\n\n·Discusses with the Company’s Chief Legal Officer matters that involve our compliance\nand ethics policies; and\n\n·Prepares the Audit Committee Report required by SEC rules to be included in our annual Proxy Statement.\n\n \n\nCompensation Committee\n\n* *\n\n·Reviews recommendations for and approves the compensation of senior executive officers;\n\n·Reviews and approves corporate goals and objectives relevant to CEO compensation,\nevaluates the CEO’s performance and recommends to the Board the CEO’s overall compensation level;\n\n·Reviews and approves employment agreements, severance arrangements and change in control\narrangements affecting the CEO and other senior executives; and\n\n·To the extent required, prepares the Compensation Committee Report pursuant to SEC\nrules to be included in our annual Proxy Statement, to the extent required.\n\n \n\nNominating and Corporate Governance Committee\n\n \n\n·Reports annually to the full Board with an assessment of the Board’s performance;\n\n·Recommends to the full Board the nominees for trustees;\n\n·Reviews and recommends to the Board the composition of Board committees and the committee chairperson;\n\n·Reviews recommended compensation arrangements for the Board; and\n\n·Reviews and reassesses the adequacy of our Corporate Governance Guidelines.\n\n \n\nInvestment Committee\n\n \n\n·Assists the Board in fulfilling its responsibility to oversee acquisitions, dispositions,\ndevelopment projects, financings and other similar investments by the Company;\n\n·Assists the Company’s executive officers and management in evaluating and formulating\nproposed investments;\n\n·Reviews and assesses proposed investments in light of the Company’s strategic goals and objectives;\nand\n\n·Has the authority to approve certain transactions and presents and recommends certain\nother transactions to the full Board for its approval.\n\n \n\nCommunications with the Board of Trustees\n\n \n\nYou may contact\nany trustee, any group of trustees or the entire Board, at any time, subject to the exceptions described below. Your communication should\nbe sent to the Seritage Growth Properties Board of Trustees - c/o Corporate Secretary, Seritage Growth Properties, 500 Fifth Avenue, Suite\n1530, New York, NY 10110. Communications are distributed to the Board, a committee of the Board, or a Board member as appropriate, depending\non the facts and circumstances outlined in the communication. Certain items that are unrelated to the duties and responsibilities of the\nBoard will be excluded, such as new product suggestions, résumés and other job inquiries, surveys and business solicitations\nor advertisements.\n\n \n\n10 \n\n \n\nBoard Leadership Structure\n\n \n\nThe Board has\nno policy that mandates the separation of the offices of Chairman of the Board and Chief Executive Officer. Under our Corporate Governance\nGuidelines, which may be viewed on our website at www.seritage.com under the “Investors - Governance Documents” heading, the\nBoard believes that it is in the best interests of the Company to make such a determination at the time that it elects a new Chairman\nof the Board or Chief Executive Officer. The Board believes this determination should be based on the Company's best interests in light\nof the circumstances at the time. Adam Metz is the Chief Executive Officer and President of the Company and, since June 2022, Mr. Metz\nhas been the Chairman of the Board. Mitchell Sabshon serves as Lead Independent Trustee of the Board. The Board believes it is important\nto maintain flexibility in the future as to the Board's leadership structure, but firmly supports maintaining a non-management trustee\nin a leadership role at all times, whether as non-executive Chairman or Lead Independent Trustee.\n\n \n\nNomination of Trustee Candidates\n\n \n\nThe Nominating\nand Corporate Governance Committee considers candidates proposed by shareholders and evaluates them using the same criteria that it uses\nfor other candidates. The Nominating and Corporate Governance Committee will, when appropriate, actively seek individuals qualified to\nbecome Board members, and solicit input on trustee candidates from a variety of sources, including our current trustees. As a matter of\ncourse, the Committee will evaluate a candidate’s qualifications and review all proposed nominees for the Board, including those\nproposed by shareholders, in accordance with its charter and our Corporate Governance Guidelines. This will include a review of the candidate’s\nqualifications and independence and economic interest in the Company through meaningful share ownership, as well as consideration of diversity,\nage, skills and experience in the context of the needs of the Board. The Nominating and Corporate Governance Committee will ensure, to\nthe extent consistent with applicable legal requirements and the trustees’ duties, that new Board nominees are drawn from a pool\nthat includes diverse candidates, including women and minority candidates. The Committee is committed to seeking out highly qualified\nwomen and minority candidates as well as candidates with diverse backgrounds, experiences and skills as part of each Board search that\nthe Board and the Nominating and Governance Committee undertake. While the Committee has the right to retain a third party to assist in\nthe nomination process, the Committee did not do so in fiscal year 2025, and accordingly the Company did not pay a fee to any third party\nto identify or assist in identifying or evaluating potential nominees in fiscal year 2025. Also, given where the Company is in its life\ncycle and in light of the Plan of Sale, we are not looking to add new Board members at this time.\n\n \n\nTrustee nominees\nrecommended by the Nominating and Corporate Governance Committee are expected to be committed to representing the long-term interests\nof our Company and our shareholders. The Committee believes that it is important to align the interests of the trustees with those of\nour shareholders, and therefore expects that each non-employee trustee will acquire, by the third anniversary of his or her election as\na trustee, a number of Class A Shares with a cost at least equal to the annual retainer of each trustee in effect on the date when the\ntrustee first becomes a member of the Board. The Corporate Governance Guidelines provide that the Board members should possess a high\ndegree of integrity and have broad knowledge, experience and mature judgment. In addition to a meaningful economic commitment to our company\nas expressed in share ownership, trustees and nominees should have predominately business backgrounds, have experience at policy-making\nlevels in business, and bring a diverse set of business experiences and perspectives to the Board.\n\n \n\nAny recommendation\nby our shareholders should include any supporting material the shareholder(s) considers appropriate in support of that recommendation,\nbut must include information that would be required under the rules of the SEC to be included in a proxy statement soliciting proxies\nfor the election of such candidate and a written consent of the candidate to serve as one of our trustees if elected. The Nominating and\nCorporate Governance Committee also reserves the right to request such additional information as it deems appropriate. All recommendations\nfor nomination received by the Corporate Secretary will be presented to the Nominating and Corporate Governance Committee for its consideration.\nSee section entitled “*Communications with the Board of Trustees*” for more information.\n\n \n\n11 \n\n \n\nCERTAIN RELATIONSHIPS AND TRANSACTIONS\n\n \n\nReview and Approval of Transactions\nwith Related Persons\n\n \n\nThe Company’s\nAudit Committee charter requires that the Audit Committee review and approve all related-party transactions required to be disclosed pursuant\nto SEC rules and applicable NYSE rules. With respect to each related-party transaction, the Audit Committee will take into account, among\nother factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally\navailable from an unaffiliated third party under the same or similar circumstances and the extent of the related person’s interest\nin the transaction.\n\n \n\nOur Relationships with Transform\nHoldco LLC and Edward S. Lampert\n\n \n\nOn June\n11, 2015, Sears Holdings Corporation (“Sears Holdings”) effected a rights offering (the “Rights Offering”) to\nSears Holdings stockholders to purchase common shares of beneficial interest of Seritage in order to fund, in part, Seritage’s $2.7\nbillion acquisition of 234 of Sears Holdings’ owned properties and one of its ground leased properties, and its 50% interests in\nthree joint ventures that collectively owned 28 properties, ground leased one property and leased two properties (collectively, the “Transaction”).\nThe Rights Offering ended on July 2, 2015, and the Company’s Class A Shares were listed on the NYSE on July 6, 2015. On July 7,\n2015, the Company completed the Transaction with Sears Holdings and commenced operations.\n\n \n\nOn October 15,\n2018, Sears Holdings and certain of its affiliates filed voluntary petitions for relief under chapter 11 of title 11 of the United States\nCode with the United States Bankruptcy Court for the Southern District of New York (the “Bankruptcy Court”). On February 28,\n2019, the Company and certain affiliates of Transform Holdco LLC, an affiliate of ESL Investments, Inc. (“Holdco” or the “Tenant”),\nexecuted a master lease with respect to 51 wholly-owned properties (the “Holdco Master Lease”), which became effective on\nMarch 12, 2019, when the Bankruptcy Court issued an order approving the rejection of the original master lease between the Company and\nSears Holdings (the “Original Master Lease”). The Holdco Master Lease was amended on June 3, 2020 (the “Holdco Master\nLease Amendment”) and on December 2, 2020 (the “Holdco Master Lease Second Amendment”) each as further described below.\nAs of December 31, 2022, the Company did not have any remaining properties leased to Holdco or Sears Holdings after giving effect to the\ntermination of the remaining five Consolidated Properties, which were completed in March 2021.\n\n \n\nSince\nthe Transaction, the Company has operated as an independent public company. Our former Chairman, Edward S. Lampert, and entities affiliated\nwith him, together as a group, currently beneficially own a significant portion of Holdco's outstanding common stock and approximately\n24% of the Company's outstanding Class A Shares. For additional information, see the “Amount and Nature of Beneficial Ownership”\nsection of this proxy statement. Mr. Lampert is the Chairman of the Board of each of the tenant entities that is a party to the Holdco\nMaster Lease. Accordingly, Holdco is considered a related party.\n\nMr. Lampert\nentered into a Voting and Support Agreement with the Company, pursuant to which, on July 6, 2022, Mr. Lampert exchanged his entire equity\ninterest in our operating partnership, Seritage Growth Properties, L.P., a Delaware limited partnership (the “OP”), for Class\nA Shares of Seritage in accordance with the terms of the partnership agreement of our OP. Accordingly, Seritage currently owns, directly\nand indirectly, the entire equity interest in the OP.\n\n \n\nThe following\nis a summary of the terms of the material agreements that we and the OP have entered into with ESL Investments, Inc., an affiliate of\nMr. Lampert, and its affiliates (“ESL”) that remain in effect. The summary of the agreements is qualified in its entirety\nby reference to the full text of the applicable agreements filed as exhibits to our SEC reports.\n\n \n\nSubscription, Distribution and Purchase and Sale\nAgreement\n\n* *\n\nThrough the\nsubscription, distribution and purchase and sale agreement (the “Subscription, Distribution and Purchase and Sale Agreement”),\nSears Holdings subscribed for rights to acquire Class A Shares of Seritage and distributed such subscription rights to its stockholders.\nThe Subscription, Distribution and Purchase and Sale Agreement also provided for the sale of properties and joint venture interests (both\ndirectly and indirectly) to the OP\n\n12 \n\n \n\nfor an aggregate purchase price of approximately $2.7 billion. The Subscription, Distribution and Purchase\nand Sale Agreement allocated responsibility for liabilities relating to the acquired properties between Seritage and Sears Holdings subject\nto the provisions of the Original Master Lease. It also contains indemnification obligations between Seritage and Sears Holdings.\n\n \n\nRegistration Rights Agreement with ESL\n\n* *\n\nWe entered\ninto a registration rights agreement with ESL (the “Registration Rights Agreement”), dated July 7, 2015. The Registration\nRights Agreement provides for, among other things, demand registration rights and piggyback registration rights for ESL. We are required\nto indemnify ESL against losses suffered by it or certain other persons based upon any untrue statement or alleged untrue statement of\nany material fact contained in any registration statement, related prospectus, preliminary prospectus or free writing prospectus, or the\nomission or alleged omission to state therein a material fact required to be stated therein, necessary to make the statements therein,\nin light of the circumstances in which they were made, not misleading, except to the extent based upon information furnished in writing\nby ESL specifically for use therein.\n\n \n\nIn connection\nwith the receipt of a demand notice pursuant to the Registration Rights Agreement, we filed a registration statement on Form S-3 with\nthe SEC on November 30, 2021 to register the offering and resale of 16,428,149 of our Class A Shares by ESL.\n\n \n\nOur Relationship\nwith Winthrop Capital Advisors, LLC and John Garilli\n\n \n\nOn January 7,\n2022, we announced that John Garilli had been appointed Interim Chief Financial Officer on a full-time basis, effective January 14, 2022.\nMr. Garilli has been a member of Winthrop Capital Advisors, LLC and its affiliates (“Winthrop”) since 1995, currently serving\nas President and Chief Operating Officer. Previously, Mr. Garilli served as Chief Accounting Officer of Winthrop Realty Trust, a NYSE-listed\nreal estate investment trust, from 2006 to 2012 and served as Winthrop Realty Trust's Chief Financial Officer from 2012 until 2016. We\nand Winthrop are parties to an existing agreement, pursuant to which Winthrop provides us with comprehensive property management services\nand property accounting support as well as the services of Mr. Garilli and other Winthrop executives. In exchange for these services,\nin 2026 we expect to pay Winthrop a fee equal to $100,000 per month, plus reimbursement for the salaries, bonuses and benefits for certain\nemployees of Winthrop, other than Mr. Garilli and other Winthrop executives, who devote time to us.\n\n13 \n\n \n\n \n\nITEM 1. ELECTION OF TRUSTEES\n\n \n\nItem 1 is the\nelection of six trustee nominees to our Board. If elected, the six nominees will serve until the 2027 annual meeting of shareholders and\nuntil their successors are duly elected and qualify. The proxies will vote FOR the election of all of the nominees listed below,\nunless otherwise instructed. All trustees will continue in office until the expiration of their terms at the 2027 annual meeting of shareholders\nand until their successors are duly elected and qualify.\n\n \n\nThe affirmative\nvote of at least two-thirds of all the votes cast (i.e., voted “for” or “against”) at a meeting of shareholders\nat which a quorum is present is required to elect a trustee. In the event that an incumbent trustee does not receive a sufficient percentage\nof votes entitled to be cast for election, he or she will continue to serve on the Board until a successor is duly elected and qualifies.\nCumulative voting is not permitted.\n\n \n\nThe number of\ntrustees constituting the entire Board is currently fixed at six. The trustees are elected at each annual meeting of shareholders to serve\nuntil the succeeding annual meeting of shareholders and until their respective successors have been duly elected and qualify.\n\n \n\nThe Board expects\neach nominee to be available for election. If any nominee should become unavailable to serve as a trustee for any reason prior to the\nAnnual Meeting, the proxies may vote for another person nominated by the Board, or the Board may reduce the number of trustees to be elected\nat the Annual Meeting.\n\n \n\nTHE BOARD RECOMMENDS THAT\nYOU VOTE “FOR” THE ELECTION OF THE SIX NOMINEES FOR TRUSTEE.\n\n \n\nThe biographies\nof each of the nominees below contain information regarding the nominee’s service as a trustee, business experience, trustee or\ndirector positions held currently or at any time during the last five years, information regarding involvement in certain legal or administrative\nproceedings, if applicable, and the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance\nCommittee and the Board to determine that the person should serve as a trustee for the Company.\n\n \n\nThe Board has nominated the following\ntrustees for re-election as trustees for one-year terms expiring at the 2027 annual meeting of shareholders:\n\n \n\n*John T. McClain*\n\nTrustee since 2015\n\n \n\nJohn T. McClain,\nage 65, currently serves as the Chief Financial Officer of Iconix Brand Group, a brand management company. Previously, Mr. McClain served\nas the Chief Financial Officer of Lindblad Expeditions Holdings, Inc., an expedition travel company. Mr. McClain also served as the Chief\nFinancial Officer of the Jones Group Inc., a leading global designer, marketer and wholesaler of over 25 brands, from July 2007 until\nits sale to Sycamore Partners in April 2014. From April 2014 to September 2014, Mr. McClain served as a Senior Advisor to Sycamore Partners.\nPrior to that, Mr. McClain held a number of roles at Avis Budget Group, Inc., formerly Cendant Corporation. He joined Cendant Corporation\nin September 1999, serving as the Senior Vice President, Finance & Corporate Controller until 2006. From 2006 to 2007, Mr. McClain\nserved as the Chief Accounting Officer of Avis and Chief Operating Officer of Cendant Finance Holdings. Mr. McClain also serves on the\nBoard of Directors of Lands’ End, Inc., where he is chair of the Audit Committee, and previously served on the Board of Directors\nof Cherokee Global Brands Inc., where he was the chair of the Audit Committee and on the Board of Directors of Nine West Group Inc. Mr.\nMcClain has over 25 years of executive financial experience, serving at high-level capacities for the retail and consumer sectors, which\nqualifies him to serve as a trustee of the Company.\n\n* *\n\n*Adam Metz*\n\nTrustee since 2022\n\n \n\nAdam Metz,\nage 64, currently serves as a non-executive director of Hammerson plc, a United Kingdom-based real estate investment trust, since July\n2019, and six business development companies advised by MS Capital Partners Adviser Inc., a wholly owned subsidiary of Morgan Stanley,\nincluding Morgan Stanley Direct Lending Fund, a publicly traded business development company, since 2019. Mr. Metz served as a Managing\nDirector and head of\n\n14 \n\n \n\nInternational Real Estate at Carlyle Group from September 2013 to April 2018. Prior to Carlyle Group, Mr. Metz was\nSenior Advisor to TPG Capital's Real Estate Group. Previously, Mr. Metz served as Chief Executive Officer of General Growth Properties\n(“GGP”), where he led GGP through its restructuring and emergence from bankruptcy. Before joining GGP, Mr. Metz was co-founding\npartner of Polaris Capital LLC, which partnered with the Blackstone Group on the ownership of a portfolio of retail real estate assets\nthroughout the United States. Mr. Metz has also held positions at Rodamco, Urban Shopping Centers, JMB Realty and The First National Bank\nof Chicago. Mr. Metz’s previous experience serving as an independent director on numerous boards including, Forest City, Parkway\nProperties and Howard Hughes Corporation, well qualifies him to serve as a trustee of the Company.\n\n \n\n*Talya Nevo-Hacohen*\n\nTrustee since 2022\n\n \n\nTalya Nevo-Hacohen,\n66, served as EVP, Chief Investment Officer and Treasurer of Sabra Health Care REIT, Inc. from 2010 to December 2025. From September 2006\nto August 2008 and from February 2009 to November 2010, Ms. Nevo-Hacohen served as an advisor to private real estate developers and operators\nregarding property acquisitions and dispositions, corporate capitalization, and equity and debt capital raising. Previously, Ms. Nevo-Hacohen\nwas a Managing Director with Cerberus Real Estate Capital Management, LLC. From 2003 to 2006, Ms. Nevo-Hacohen served as Senior Vice President-Capital\nMarkets and Treasurer for Healthpeak Properties, Inc. (“Healthpeak”) (formerly HCP, Inc.), a healthcare REIT. Prior to her\ntime with Healthpeak, Ms. Nevo-Hacohen spent 10 years with Goldman, Sachs & Co. (“Goldman Sachs”) where she was a Vice\nPresident in the investment banking and finance, operations and administration divisions. Prior to her affiliation with Goldman Sachs,\nshe practiced architecture and was associated with several architectural firms in New York. Ms. Nevo-Hacohen is the President of the Board\nof Trustees of South Coast Repertory, and also serves on the Board of Advisors of Yale University’s Jackson School of Global Affairs.\nMs. Nevo-Hacohen serves as Chairman of the Board of U.S. Friends of Dror Israel, is a member of the Advisory Board of Znest, and also\nserves as a member of the Board of Spike’s K9 Fund. Ms. Nevo-Hacohen's experience advising REITs and finance well qualifies her\nto serve as a trustee of the Company.\n\n \n\n*Mitchell Sabshon*\n\nTrustee since 2022\n\n \n\nMr. Sabshon,\n74, has served as Managing Member of Emperus Strategic Advisors, LLC, a privately held financial services consulting firm, since 2024.\nHe previously served as Chief Executive Officer of Inland InPoint Advisor, LLC, a privately-held advisor that manages InPoint Commercial\nReal Estate Income, Inc., from 2016 to 2024, Chief Executive Officer and Director of MH Ventures Fund II, Inc., a privately held manufactured\nhousing community REIT from 2021 to 2024, Chairman and Director of Inland Private Capital Corporation from 2016 to 2024, Chief Executive\nOfficer and Director of Inland Real Estate Income Trust, Inc., a publicly registered, non-listed multi-tenant retail REIT from 2014 to\n2024, Chief Executive Officer and Director of Inland Real Estate Investment Corporation from 2013 to 2024 and Chairman, Chief Executive\nOfficer and Director of InPoint Commercial Real Estate Income, Inc., a public company, from 2016 to 2024. Before that, he spent almost\n10 years at Goldman, Sachs & Co. in various leadership roles, including President and CEO of Goldman Sachs Commercial Mortgage Capital.\nHe also served as a Senior Vice President in Lehman Brothers real estate investment banking group. Prior to joining Lehman Brothers, Mr.\nSabshon was an attorney in the corporate and real estate structured finance practice groups at Skadden, Arps, Slate, Meagher & Flom\nLLP in New York. Mr. Sabshon's executive experience in real estate well qualifies him to serve as a trustee of the Company.\n\n \n\n15 \n\n \n\n*Allison L. Thrush*\n\nTrustee since 2019\n\n \n\nAllison L.\nThrush, 62, previously served as a managing director of Fortress Investment Group LLC, where she was responsible for capital formation\nand investor relations for the firm's private equity business. Her responsibilities included fund structuring, fundraising, and negotiation\nof the firm's private equity investment partnerships, investor relations and client services, oversight of various advisory boards, and\nspecial projects relating to matters such as restructurings, recapitalizations and IPOs. Prior to joining Fortress in 2001, Ms. Thrush\ndirected a portfolio of opportunistic real estate and private equity investments for the New York State Common Retirement Fund. Prior\nto that, she worked for the New York State Urban Development Corporation and Coopers & Lybrand, now PricewaterhouseCoopers. Ms. Thrush\nserves as a trustee and member of the board of directors of the Gowanus Canal Conservancy on a volunteer basis. In addition, since July\n2025, Ms. Thrush has been providing consulting services to Avant Gardner LLC, a New York-based entertainment venue operator in the final\nstages of a 363 bankruptcy sale. Ms. Thrush’s experience in business, investment and real estate qualify her to serve as a trustee\nof the Company.\n\n \n\n*Mark Wilsmann*\n\nTrustee since 2022\n\n \n\nMr. Wilsmann,\n66, spent 31 years in real estate with MetLife Investment Management (“Met Life”), including roles in asset management, acquisitions,\nmortgage lending, portfolio management, regional operations, and merger integration. He most recently served at Met Life as Managing Director\nand Head of Equity Investments. He assumed this role in 2012 to help build MetLife's $32 billion direct property investment platform,\ninvesting on behalf of the MetLife General Account as well as institutional investors including public and private pension funds, sovereign\nwealth funds, and insurance companies, via co-mingled funds and managed accounts. He also oversaw more than $7 billion in ground up-development\ninvestments in apartments, industrial, office, retail, life sciences, data centers, and hotels. Between 2003 and 2012, Mr. Wilsmann led\nMetLife's commercial mortgage lending business, directing product design, pricing, and origination activities and chairing the investment\ncommittee. Mr. Wilsmann's experience in asset management and mortgage lending well qualify him to serve as a trustee of the Company.\n\n \n\n16 \n\n \n\n \n\nAMOUNT AND NATURE OF BENEFICIAL OWNERSHIP\n\n \n\nSecurity Ownership of Trustees and Management\n\n \n\nThe following\ntable sets forth information with respect to the beneficial ownership of our Class A Shares, Class B Shares and class C common shares\nof beneficial interest, par value $0.01 per share (“Class C Shares”), as of April 13, 2026 by:\n\n·each of our trustees;\n\n·each named executive officer (as defined under “Summary Compensation Table”); and\n\n·all of our trustees and executive officers as a group.\n\n   \n\n  \nCommon\nShares\nClass A \nNon-Economic\nShares\nClass B \nNon-Voting\nShares\nClass C\n\nName of Beneficial\n\nOwner(1)(2) \nNumber of\n\nShares\n\nBeneficially\n\nOwned \nNumber of\n\nShares\n\nBeneficially\n\nOwned\n\nPercent(3) \nNumber of\n\nShares\n\nBeneficially\n\nOwned \nNumber of\n\nShares\n\nBeneficially\n\nPercent \nNumber of\n\nShares\n\nBeneficially\n\nOwned \nNumber of\n\nShares\n\nBeneficially\n\nOwned\n\nPercent \n% of\n\nTotal\n\nVoting\n\nPower(4)\n\nJohn Garilli \n —  \n \n- \n- \n- \n- \n\nMatthew Fernand \n 66,029  \n* \n- \n- \n- \n- \n*\n\nEric Dinenberg \n 44,321  \n* \n- \n- \n- \n- \n*\n\nJohn T. McClain \n 2,600  \n* \n- \n- \n- \n- \n*\n\nAdam Metz \n —  \n  \n- \n- \n- \n- \n \n\nTalya Nevo-Hacohen \n —  \n  \n- \n- \n- \n- \n \n\nMitchell Sabshon \n —  \n  \n- \n- \n- \n- \n \n\nAllison L. Thrush \n 5,450  \n* \n- \n- \n- \n- \n*\n\nMark Wilsmann \n —  \n* \n- \n- \n- \n- \n \n\nAndrea Olshan (5) \n 192,367  \n  \n  \n  \n  \n  \n \n\nAll trustees and current\n\nexecutive officers as\na group (9 persons) \n 118,400  \n* \n- \n- \n- \n- \n*\n\n \n\n*Less than 1%\n\n \n\n(1)The address of each beneficial owner is c/o Seritage Growth Properties, 500 Fifth\nAvenue, Suite 1530, New York, NY 10110.\n\n(2)Ownership includes shares in which the trustee or executive officer may be deemed\nto have a beneficial interest. Unless otherwise indicated, the trustees and executive officers listed in the table have sole voting and\ninvestment power with respect to the shares listed next to their respective names. Information is provided for reporting purposes only\nand should not be construed as an admission of actual beneficial ownership.\n\n(3)“Percent of Class” for each named person\nwas calculated by using the disclosed number of shares beneficially owned as the numerator and 56,324,607,\nthe number of our Class A Shares outstanding as of April 13, 2026 (plus for each named person, the number of shares not outstanding but\nfor which such person is deemed to have beneficial ownership), as the denominator.\n\n(4)The “Percent of Total Voting Power” for\neach named person was calculated by using the disclosed number of beneficially owned Class A Shares as the numerator and 56,324,607,\nthe number of shares of our Class A Shares outstanding as of April 13, 2026 (plus for each named person, the number of common shares not\noutstanding but for which such person is deemed to have beneficial ownership), as the denominator, while also considering any applicable\nownership limitations. No Class B Shares or Class C were outstanding as of April 13, 2026.\n\n(5)Ms. Olshan served as our Chief Executive Officer and President until April 11,\n2025. Her beneficial ownership information is based on the most recent Form 4 filed by Ms. Olshan. Ms. Olshan is not included in the group\nof current directors and executive officers.\n\n \n\n17 \n\n \n\nSecurity Ownership of 5% Beneficial Owners\n\n \n\nThe following table sets forth\ninformation with respect to beneficial ownership of our shares of beneficial interest by persons known by us to beneficially own 5% or\nmore of our outstanding common shares as of April 13, 2026.\n\n \n\n  \nCommon\nShares\nClass A \nNon-Economic\nShares\nClass B \nNon-Voting\nShares\nClass C\n\nName\nof\nBeneficial\nOwner(1) \nNumber of\nShares\nBeneficially\nOwned \nNumber of\nShares\nBeneficially\nOwned\nPercent(2) \nNumber of\nShares\nBeneficially\nOwned \nNumber of\nShares\nBeneficially\nOwned\nPercent \nNumber of\nShares\nBeneficially\nOwned \nNumber of\nShares\nBeneficially\nOwned\nPercent \n% of\nTotal\nVoting\nPower(3)\n\nEdward S. Lampert(4) \n13,420,298 \n23.8% \n- \n- \n- \n- \n23.8%\n\nHotchkis and Wiley\n\nCapital Management(5) \n4,839,080 \n8.6% \n- \n- \n- \n- \n8.6%\n\n \n\n(1)Information is provided for reporting purposes only and should not be construed\nas an admission of actual beneficial ownership.\n\n(2)“Percent of Class” for each named person was calculated by using the\ndisclosed number of beneficially owned shares as the numerator and 56,324,607, the number of our Class A Shares outstanding as of April\n13, 2026 (plus for each named person, the number of common shares not outstanding but for which such person is deemed to have beneficial\nownership), as the denominator.\n\n(3)The “Percent of Total Voting Power” for each named person was calculated\nby using the disclosed number of beneficially owned shares as the numerator and 56,324,607, the number of shares of our Class A Shares\noutstanding as of April 13, 2026 (plus for each named person, the number of common shares not outstanding but for which such person is\ndeemed to have beneficial ownership), as the denominator, while also considering any applicable ownership limitations. No Class B Shares\nwere outstanding as of April 13, 2026.\n\n(4)Beneficial ownership is based on ownership as set forth in the Schedule 13D filed\nby Edward S. Lampert with the SEC on February 26, 2024 and ownership as set forth in the Form 4 filed by Edward S. Lampert with the SEC\nSeptember 11, 2025. The address for Edward S. Lampert is 1170 Kane Concourse, Suite 200 Bay Harbor Islands, Florida 33154.\n\n(5)Beneficial ownership is based on ownership as set forth in the Schedule 13G filed\nby Hotchkis and Wiley Capital Management, LLC with the SEC on February 13, 2024. The address for Hotchkis and Wiley Capital Management,\nLLC is 725 S. Figueroa Street 39th Floor, Los Angeles, CA 90017.\n\n18 \n\n \n\n \n\nEXECUTIVE OFFICERS\n\n \n\nThe following table sets forth information\nregarding the individuals who serve as executive officers of Seritage, together with their biographical information.\n\n \n\nName\nAge\nPosition\n\nAdam Metz\n64\nChairman and Chief Executive Officer and President\n\nJohn Garilli\n61\nInterim Chief Financial Officer\n\nEric Dinenberg\n43\nChief Operating Officer\n\nMatthew Fernand\n49\nChief Legal Officer and Corporate Secretary\n\n \n\nPlease see the Section titled “Election of Trustees”\nfor the background for Adam Metz.\n\n \n\nJohn Garilli\nserves as the Interim Chief Financial Officer of Seritage. Mr. Garilli has been a member of Winthrop Capital Advisors LLC and its\naffiliates since 1995, currently serving as President and COO. Mr. Garilli currently serves as a Trustee of LUB Liquidating Trust, since\nMay 2022. Prior to this, he served as Interim President and CEO of its predecessor, Luby's, Inc., a national restaurant company operating\nthe Luby's Cafeterias and Fuddruckers brands, from January 2021 to May 2022. Mr. Garilli has served as CEO, President, CFO, Treasurer,\nand Secretary of New York REIT Liquidating LLC since November 2018. Prior to this, he served as the CEO of its predecessor, New York REIT,\nInc. (“NYRT”), a NYSE-listed real estate investment trust, from July 2018 to November 2018, and as CFO, Secretary, and Treasurer\nof NYRT beginning in 2017. Previously, Mr. Garilli served as Chief Accounting Officer of Winthrop Realty Trust, a NYSE-listed real estate\ninvestment trust, from 2006 to 2012 and served as Winthrop Realty Trust's CFO from 2012 until 2016.\n\n \n\nMatthew\nFernand serves as the Chief Legal Officer and Corporate Secretary of Seritage and is responsible for overseeing all legal compliance,\nlitigation and transactional matters and human resources. Prior to joining Seritage, Mr. Fernand was a partner in Sidley Austin LLP's\nReal Estate Group, where he practiced from 2005 to 2015 and focused on the financing, development acquisition and disposition, and leasing\nof commercial properties and the formation of real estate joint ventures and partnerships.\n\n \n\nEric Dinenberg\nserves as the Chief Operating Officer, a position he has held since December 2021. Prior to that, Mr. Dinenberg served as the Company's\nExecutive Vice President of Development & Construction from April 2021 to December 2021, and as the Company's Senior Vice President\nof Mixed Use and Premier Properties since 2019. Prior to joining Seritage, Mr. Dinenberg served as Senior Vice President of Development\nat Brookfield Properties, overseeing all aspects of development and construction, new investments, and day-to-day operations. Preceding\nBrookfield, Mr. Dinenberg led Development and Operations efforts at Rouse Properties and Vornado Realty Trust.\n\n \n\n19 \n\n \n\nCOMPENSATION OF NAMED EXECUTIVE OFFICERS\n\n \n\nAs a smaller\nreporting company, the Company has opted to comply with the executive compensation rules applicable to “smaller reporting companies,”\nas such term is defined under the Securities Act of 1933, as amended. For 2025, those rules require compensation disclosure only for the\nCompany’s principal executive officer, its former principal executive officer, and its next two most highly compensated executive\nofficers.\n\n \n\nThe tabular\ndisclosure and discussion that follow describe the Company’s executive compensation program during the fiscal years ended December\n31, 2025, and December 31, 2024, with respect to the Company’s named executive officers: Adam Metz, the Company’s Chief Executive\nOfficer and President; Andrea L. Olshan, the Company’s Former Chief Executive Officer and President; Matthew E. Fernand, the Company’s\nChief Legal Officer and Secretary; and Eric Dinenberg, the Company’s Chief Operating Officer (collectively, the “named executive\nofficers” or “NEOs”).\n\n \n\nOn March 28,\n2025, the Company announced that the Board and Ms. Olshan agreed that Ms. Olshan would step down as the Company’s Chief Executive\nOfficer and President effective as of April 11, 2025 (the “Separation Date”). The Board appointed Adam Metz to serve as the\nInterim Chief Executive Officer and President of the Company as of the Separation Date. Following his appointment as Interim Chief Executive\nOfficer and President, Mr. Metz resigned from the Compensation Committee. On June 27, 2025, the Board approved the appointment of Mr.\nMetz as the Company’s Chief Executive Officer and President on a non-interim basis, effective as of July 1, 2025, and the Company\nentered into an employment agreement with Mr. Metz on June 30, 2025, for a one-year term that may be extended by mutual agreement of the\nCompany and Mr. Metz.\n\n \n\nSummary Compensation Table for the Fiscal Year ended\nDecember 31, 2025\n\n \n\nThe following table summarizes the compensation of our NEOs for\nthe fiscal years ended December 31, 2025 and 2024.\n\n \n\nName and Principal Position\nYear\nSalary\nBonus\nAll other\n\ncompensation\nTotal\n\n \n \n($)\n($)(1)\n($)\n($)\n\n \n \n \n \n \n \n\nAdam Metz\n2025\n735,081(2)\n-\n87,500(3)\n822,581\n\nChief Executive Officer and\n\nPresident\n \n \n \n \n \n\nAndrea L. Olshan\n2025\n327,115\n666,667\n5,392,234(4)\n6,386,016\n\nFormer Chief Executive Officer and\n\nPresident\n2024\n1,038,462\n4,136,667\n4,615\n5,179,744\n\nMatthew E. Fernand\n2025\n463,413\n1,533,122\n14,000(5)\n2,010,535\n\nChief Legal Officer and Corporate\n\nSecretary\n2024\n441,346\n1,363,985\n13,800\n1,819,131\n\nEric Dinenberg\n2025\n436,154\n1,442,938\n14,000(5)\n1,893,092\n\nChief Operating Officer\n2024\n415,385\n1,283,750\n13,800\n1,712,935\n\n \n\n(1)For Ms. Olshan, this represents her annual long-term cash incentive awards that\nvested and were paid in the ordinary course in 2025, but it does not include the value of her annual long-term incentive awards accelerated\nas of the Separation Date, which is included in the “All other compensation” column. For each of Messrs. Fernand and Dinenberg,\nthis represents (i) his 2025 annual bonus, (ii) retention bonus payments, and (iii) annual long-term cash incentive awards that vested\nin the ordinary course and were paid in 2025. The preceding amounts are summarized in the table below:\n\n \n\nName\n\nAnnual\n\nBonus ($)\n\nRetention\n\nBonuses ($)\n\nVested\n\nAnnual Long-Term\n\nIncentive Awards ($)(a)\n\nTotal\n($)  \n\nAndrea L. Olshan\n-\n-\n666,667\n666,667\n\nMatthew E. Fernand\n351,422\n857,637\n324,063\n1,533,122\n\nEric\nDinenberg\n330,750\n807,188\n305,000\n1,442,938\n\n \n\n(a)Represents total amount of the NEO’s annual long-term incentive awards granted\nin 2023, 2024 and 2025 that vested in 2025, which, as of December 31, 2025, included the individual long-term incentive award amounts\nsummarized in the table below (each of which has been rounded to the nearest whole number for purposes of this table):\n\n \n\n20 \n\n \n\nName\nGrant\n\nDate\nTotal\nLTI Award\n\n(each vests in\n\nthree\n\ninstallments)\n\n($)\nVesting\n\nDates\n2025\n\nVested\n\nInstallments ($)\nUnvested\n\nFuture\n\nInstallments\n\n($)\n\nAndrea\nL. Olshan\n3/15/2025\n2,000,000\n3/15/2025\n666,667\n-\n\nMatthew E. Fernand\n3/15/2023\n318,750\n3/15/2025\n106,250\n-\n\n \n \n \n3/15/2026\n-\n106,250\n\n \n3/15/2024\n318,750\n3/15/2025\n106,250\n-\n\n \n \n \n3/15/2026\n-\n106,250\n\n \n3/15/2025\n334,688\n3/15/2025\n111,563\n \n\n \n \n \n3/15/2026\n-\n111,563\n\n \n \n \n3/15/2027\n-\n111,563\n\nEric\nDinenberg\n3/15/2023\n300,000\n3/15/2025\n100,000\n-\n\n \n \n \n3/15/2026\n-\n100,000\n\n \n3/15/2024\n300,000\n3/15/2025\n100,000\n-\n\n \n \n \n3/15/2026\n-\n100,000\n\n \n3/15/2025\n315,000\n3/15/2025\n105,000\n-\n\n \n \n \n3/15/2026\n-\n105,000\n\n \n \n \n3/15/2027\n-\n105,000\n\n \n\nIn each case, the annual\nbonus, retention bonus, and annual long-term incentive awards were paid to each NEO, as applicable, in the ordinary course in accordance\nwith the terms of his or her employment agreement, as amended, more fully described under “Narrative Disclosure to Summary Compensation\nTable” below. For Ms. Olshan, the table above does not include accelerated payment of her long-term incentive awards outstanding\non the Separation Date under the terms of her separation agreement.\n\n(2)Represents the sum of (i) the salary payments made to Mr. Metz at his initial annual rate of $960,000\nduring the period he served as our Interim Chief Executive Officer and President from April 11, 2025, through June 30, 2025, and (ii)\nthe salary payments made to Mr. Metz at his increased annual rate of $1,100,000 from July 1, 2025, through December 31, 2025, after becoming\nour Chief Executive Officer and President on a non-interim basis.\n\n(3)Represents the portion of the annual retainer paid to Mr. Metz in his capacity as Chairman of the Board\nof Trustees prior to his appointment as Interim Chief Executive Officer and President on April 11, 2025.\n\n(4)Represents the sum of (i) severance payments made to Ms. Olshan, which included (a) $2,666,667, representing\nthe value of Ms. Olshan’s unvested annual long-term incentive awards paid on the Separation Date, (b) an amount equal to $2,289,808,\nrepresenting salary continuation payments made to Ms. Olshan in 2025, (c) an amount equal to $427,105, representing the pro-rata portion\nof her annual cash bonus for 2025, and (d) $1,712, representing the cost of COBRA reimbursement payments made to Ms. Olshan and (ii) $6,942\nmatching contributions to the Company’s retirement plan. Ms. Olshan did not participate in the outplacement services available under\nthe terms of her separation agreement, and no costs for such services are included here as a result. For a summary of Ms. Olshan’s\nseparation agreement, please refer to “Additional Narrative Disclosure—Separation Agreement with Andrea Olshan” below.\n\n(5)Represents a matching contribution to the Company’s retirement plan.\n\n \n\nNarrative Disclosure to Summary\nCompensation Table\n\n \n\nCompensation Philosophy\n\nThe Compensation\nCommittee believes that retaining certain employees, including our NEOs, is key to the Company’s success in executing the Plan of\nSale and central to the Company’s ability to focus on maximizing value for shareholders throughout the process. In 2025, the Company\ncontinued to provide cash-based compensation packages to its executive team, including standard salary and annual bonus payments, a retention\nbonus program for certain executives, and cash-based long-term incentive awards. The Compensation Committee believes this cash-based and\nretention-focused approach is in the best interest of the Company at this time for three main reasons:\n\n \n\n1.To ensure that our key employees, including our NEOs, have the kind of certainty\nregarding their compensation that allows them to remain dedicated and incentivized to continue in their roles during the wind down of\nthe Company pursuant to the Plan of Sale by providing compensation at a level that counterbalances potential opportunities where long-term\nadvancement is a possibility;\n\n \n\n2.To limit the potential dilution of shareholder interests that would otherwise be\ncaused by additional equity-based long-term incentive awards; and\n\n \n\n3.To provide compensation packages that (i) promote retention but are not dependent\non determining performance-based metrics that would be difficult to forecast or measure in the Plan of Sale context, and (ii) do not inadvertently\ncreate incentives for the executives that are inconsistent with shareholders’ interests during the Plan of Sale execution process.\n\n \n\n21 \n\n \n\nThe Compensation\nCommittee evaluates what it anticipates to be the Company’s needs for the following year. Determinations were made, and the compensation\narrangements described below were entered into, continued or modified, as applicable, taking into account the Company’s successes\nand challenges in executing its Plan of Sale and related strategic objectives, as well as general knowledge of market practices.\n\n \n\nIn addition, the Compensation Committee considered the “say-on-pay”\nvote results from the shareholder meeting held on June 10, 2025, feedback from proxy advisory firms and conversations with certain shareholders\nin designing Mr. Metz’s annual bonus arrangement for the period July 1, 2025 – June 30, 2026.\n\n \n\nBase Salary\n\n \n\nUnder his\noriginal employment agreement with us, Mr. Metz was entitled to an annual base salary of $960,000 while serving as our Interim Chief Executive\nOfficer and President. He was paid a salary at this rate from April 11, 2026, until he began serving as our Chief Executive Officer and\nPresident on a non-interim basis, which occurred on July 1, 2025. In connection with this transition, we entered into a new employment\nagreement with Mr. Metz pursuant to which his annual base salary increased to $1,100,000.\n\n \n\nPursuant\nto the terms of their employment agreements, the annual base salary for each of Ms. Olshan and Messrs. Fernand and Dinenberg automatically\nincreased by 5% on March 16, 2025. Until March 15, 2025, their salaries were $1,050,000, $446,250, and $420,000, respectively, and on\nMarch 16, 2025, their salaries increased to $1,102,500, $468,563, and $441,000, respectively.\n\n \n\nAnnual Bonus\n\n \n\nMr. Metz\nwas not entitled to a 2025 annual bonus. However, under his employment agreement, Mr. Metz is eligible to receive a bonus for the period\nJuly 1, 2025 – June 30, 2026, which will be subject to the determination of performance achieved against performance goals established\nby the Compensation Committee. The performance goals established by the Compensation Committee include goals related to (a) effective\nleadership, (b) work environment, (c) executing on the Plan of Sale, (d) relationships with key stakeholders, (e) paying off our\ndebt, and (f) positioning the Company for a strategic transaction.\n\n \n\nMs. Olshan\nwas paid a prorated portion of her annual bonus pursuant to the terms of her separation agreement, which is described under “Additional\nNarrative Disclosure—Separation Agreement with Andrea Olshan” below.\n\n \n\nUnder\ntheir employment agreements, each of Messrs. Fernand and Dinenberg are entitled to receive, if actively employed on the annual bonus payment\ndate, an amount equal to his target annual bonus, which automatically increases by 5% each year during his term of employment. There are\nno performance metrics applicable to the annual bonus program for Messrs. Fernand and Dinenberg. For 2025, the annual bonuses paid to\nMessrs. Fernand and Dinenberg were $351,422, and $330,750, respectively.\n\n \n\nLong-Term Incentives\n\n \n\nRetention Bonus Program\n\n \n\nUnder their employment\nagreements, Messrs. Fernand and Dinenberg were granted retention bonus opportunities equal to $836,719 and $787,500, respectively, for\nthe period beginning March 16, 2024, and ending March 15, 2025 (each, a “2024-2025 Retention Bonus”), and $878,555 and $826,875,\nrespectively, for the period beginning March 16, 2025, and ending March 15, 2026 (each, a “2025-2026 Retention Bonus”). These\nawards were designed to retain the executives and motivate them to remain with the Company while the Plan of Sale continues by providing\npayments over a series of time-based milestones, subject to continued employment.\n\n \n\nIn 2025, having\nmet the applicable continued employment conditions, each of Messrs. Fernand and Dinenberg received 50% of his 2024-2025 Retention Bonus\non March 15, 2025 and 25% of his 2025-2026 Retention Bonus on each of July 15, 2025 and November 15, 2025.\n\n \n\n22 \n\n \n\nAnnual Long-Term Incentive Awards\n\n \n\nIn March\n2022, the Compensation Committee determined that long-term incentive awards granted in 2023 and in subsequent years would be comprised\nof unvested cash awards, in lieu of further equity awards. At that time and in connection with this decision, we entered into employment\nagreement amendments with Ms. Olshan and Messrs. Fernand and Dinenberg that set forth the terms of these awards. Mr. Metz is not entitled\nto long-term incentive awards under his employment agreement.\n\n \n\nThe employment\nagreement amendments with Ms. Olshan and Messrs. Fernand and Dinenberg provided that they would each be entitled to receive unvested cash\nawards equal in value to what was their respective target equity award value, with each annual long-term incentive grant occurring on\nMarch 15th of the applicable year during their term of employment. The target long-term incentive award values were (a) $2,000,000,\n$318,750, and $300,000 for awards granted to Ms. Olshan, Mr. Fernand, and Mr. Dinenberg, respectively, on March 15, 2023; (b) $2,000,000,\n$318,750, and $300,000 for awards granted to Ms. Olshan, Mr. Fernand, and Mr. Dinenberg, respectively, on March 15, 2024, and (c) $2,000,000,\n$334,688, and $315,000 for awards granted to Ms. Olshan, Mr. Fernand, and Mr. Dinenberg, respectively, on March 15, 2025.\n\n \n\nMs. Olshan’s\nemployment agreement amendment provided that each unvested cash award granted to Ms. Olshan would vest as to one-third of the award on\nthe grant date, one-third of the award on December 31st of the calendar year in which the grant date occurs, and one-third\nof the award on December 31st of the calendar year immediately following the calendar year in which the grant date occurs,\nsubject to her continued employment through each vesting date. In addition, Ms. Olshan’s employment agreement amendment provided\nthat the vesting schedule applicable to her unvested cash award granted on March 15, 2023, was modified to provide for vesting as to one-third\nof the award on March 15, 2024, one-third of the award on December 31, 2024, and one-third of the award on December 31, 2025, subject\nto her continued employment through each vesting date. This award and Ms. Olshan’s other unvested cash awards were paid out in full\non the Separation Date under the terms of her separation agreement, which is described under “Additional Narrative Disclosure—Separation\nAgreement with Andrea Olshan” below.\n\n \n\nUnder their employment\nagreements, each unvested cash award granted to Messrs. Fernand and Dinenberg vests as to one-third of the award on the grant date, one-third\nof the award on the first anniversary of the grant date, and one-third of the award on the second anniversary of the grant date, subject\nto the continued employment of the executive through each vesting date.\n\n \n\nEmployee Benefit Programs\n\n* *\n\nIn 2025, our\nNEOs were eligible to participate in the tax-qualified 401(k) retirement plan sponsored by the Company, as well as other employee benefit\nplans, in the same manner as all other Company employees. Pursuant to the 401(k) plan, employees are eligible to contribute to an individual\naccount on a tax-deferred basis. If an employee participates in the 401(k) plan, the Company makes a matching contribution to the employee’s\n401(k) account in an amount of up to 100% of the first 3% of the employee’s eligible compensation and up to 50% of the next 2% of\nthe employee’s eligible compensation (subject to applicable statutory limitations). Mr. Metz elected not to contribute to the 401(k)\nplan in 2025. Ms. Olshan and Messrs. Fernand and Dinenberg contributed to the 401(k) plan in 2025, and received a related matching contribution\nfrom the Company. In 2025, the matching contributions made to the accounts of Ms. Olshan, Mr. Fernand and Mr. Dinenberg were $6,942, $14,000,\nand $14,000, respectively. Participants are fully vested in both their own contribution and the matching contributions at all times. We\ndid not provide our NEOs with any benefits or perquisites that are not provided to our employees generally.\n\n \n\nOutstanding Equity Awards at Fiscal Year-End 2025\n\n \n\nAs noted above\nunder “Narrative Disclosure to Summary Compensation Table—Long-Term Incentives—Annual Long-Term Incentive Awards,”\nthe Compensation Committee determined not to grant long-term incentive awards in the form of equity awards after March 2022. Instead,\nlong-term incentive awards granted since then have been in the form of unvested cash awards. All outstanding equity awards have vested\nand there were no outstanding equity awards as of December 31, 2025.\n\n \n\n23 \n\n \n\nAdditional Narrative Disclosure\n\n \n\nEach of the\nnamed executive officers is party to an agreement that provides for payments or protections in connection with certain terminations of\nemployment or a change in control of the Company, as summarized below.\n\n \n\nSeparation Agreement with Andrea Olshan\n\n \n\nOn March 27, 2025, the\nCompany and Ms. Olshan entered into a separation and release agreement setting out the terms of her separation from the Company, reflecting\nthe severance payments and benefits due under her employment agreement upon a termination without cause or resignation for good reason\nprior to the occurrence of a change in control of the Company. The severance payments and benefits payable pursuant to the terms of her\nseparation agreement included: (a) an amount equal to approximately $427,105, representing a pro-rata portion of Ms. Olshan’s annual\ncash bonus for 2025 (based on the number of days she worked in 2025 through the Separation Date and paid in March 2026 at the same time\nas annual cash bonuses were paid by the Company to its executives); (b) an amount equal to $6,615,000, payable in substantially equal\ninstallments in accordance with the Company’s regular payroll practice over a period of 24 months following the Separation Date\n(such period, the “Salary Continuation Period”); (c) during the Salary Continuation Period, continued participation in\nall benefit plans and programs sponsored by the Company in accordance with the terms thereof (provided, that if Ms. Olshan elects continuation\ncoverage pursuant the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), then the Company will\nreimburse her for the cost of the COBRA continuation coverage in excess of the active employee rate until the earlier of (i) 18 months\nfollowing the Separation Date, (ii) the date she begins participating in a new employer’s group health plan and (iii) the date she\nis otherwise no longer eligible for COBRA continuation coverage); (d) full vesting of her outstanding cash awards in the amount of approximately\n$2,666,668; and (e) 12 months of outplacement services. Ms. Olshan’s entitlement to the foregoing severance benefits was subject\nto her execution and non-revocation of a general release of claims and remains subject to her continued compliance with the terms of the\nseparation agreement, including her continued compliance with the restrictive covenants set forth in her employment agreement.\n\n \n\nEmployment Agreement with Adam Metz\n\n \n\nUnder the terms of his\nemployment agreement, the Company may only terminate Mr. Metz for cause, or in the event of his death or disability, during the agreement’s\none-year term, beginning July 1, 2025 and ending June 30, 2026. Mr. Metz  is not entitled to any severance under his employment agreement\nupon his termination of employment with the Company.\n\n \n\nEmployment Agreement with Matthew Fernand\n\n* *\n\nUpon a termination\nby the Company without cause (including due to his death or disability), a resignation by Mr. Fernand for good reason, or by the Company\nthrough delivery of a non-renewal notice, subject to the execution of an irrevocable general release of claims, Mr. Fernand is entitled\nto (a) lump sum payment of an amount equal to his base salary for 12 months, his prorated annual bonus for the year of termination, and\n12 months of subsidized COBRA coverage at the active employee rate; (b) lump sum payment of the unpaid portion of his retention bonuses\nscheduled to be paid during the current term of his employment agreement ending March 15, 2027; (c) lump sum payment of an amount equal\nto the annual base salary that would have been paid to him for the period beginning on the effective date of termination and ending on\nthe expiration of the current term of his employment agreement ending March 15, 2027; (d) lump sum payment of an amount equal to the target\nannual bonus amount plus the target equity award value that would have been paid or granted to him during the current term of his employment\nagreement ending March 15, 2027, or the applicable subsequent one-year renewal term thereafter; and (e) in the case of a termination by\nthe Company without cause that occurs after the non-renewal notice is due (and such notice was not timely delivered) for the applicable\nterm, and before the next term commences, lump sum payment of an additional amount equal to one-third of the sum of his annual base salary,\ntarget bonus amount, and target equity award value for the next compensation period.\n\n \n\nFurthermore,\nin the event of such a termination, any unvested cash awards scheduled to be granted to Mr. Fernand during the applicable period will\nbecome immediately granted, vested, and payable as of his termination, and the unvested portion of his outstanding unvested cash awards\nwill become vested and payable as of his termination date.\n\n \n\n24 \n\n \n\nDuring his employment\nwith the Company and for 12 months thereafter, Mr. Fernand is subject to non-competition and non-solicitation covenants, as well as a\nperpetual confidentiality covenant, each set forth in his employment agreement.\n\n \n\nEmployment Agreement with Eric Dinenberg\n\n \n\nOn November\n21, 2025, the Compensation Committee approved an amendment to Mr. Dinenberg’s employment agreement that revises the retention and\ncompensation structure that applies to Mr. Dinenberg. Pursuant to the amendment, it is anticipated that instead of serving for a one-year\nrenewal term beginning March 15, 2026, Mr. Dinenberg’s employment with the Company will end on September 15, 2026. Upon a termination\nby the Company without cause (including due to death or disability) or a resignation by Mr. Dinenberg for good reason prior to September\n15, 2026, subject to the execution of an irrevocable general release of claims, Mr. Dinenberg is entitled to (a) a lump sum payment of\nan amount equal to Mr. Dinenberg’s base salary that would have been paid to him through September 15, 2026; (b) a lump sum payment\nof the unpaid portion of his retention bonuses that would have been paid to him through September 15, 2026; (c) a lump sum payment of\n$245,479, representing the pro-rated bonus for the period beginning January 1, 2026, and ending September 15, 2026; (d) lump sum payment\nof $173,643, representing 50% of the annual long-term incentive amount award that would have been granted to Mr. Dinenberg on March 15,\n2027; and (e) a lump sum payment equal to one year of his base salary.\n\n \n\nFurthermore,\nin the event of such a termination (including the anticipated separation as of September 15, 2026), any unvested cash awards scheduled\nto be granted to Mr. Dinenberg during the applicable period will become immediately granted, vested, and payable as of his termination\nand the unvested portion of his outstanding unvested cash awards will become vested and payable as of his termination date.\n\n \n\nDuring his\nemployment with the Company and for 12 months thereafter, Mr. Dinenberg is subject to non-competition and non-solicitation covenants,\nas well as a perpetual confidentiality covenant, each set forth in his employment agreement.\n\n \n\nAs part of\nthe Company’s and Mr. Dinenberg’s agreement in November 2025 to shorten his renewal term to six months, the Company agreed\nto provide Mr. Dinenberg with a bonus in an amount that represents the difference between the compensation he would have received for\na full renewal term and what he was eligible to receive under his amended employment term, but only if the Company enters into a transaction\nthat generally completes the execution of the Plan of Sale. Specifically, under his amended agreement, Mr. Dinenberg is eligible to receive\na bonus of $1,000,000 if the Company executes a definitive agreement entering into a transaction that is (a) a change in the control\nor ownership of the Company or (b) a sale of all or substantially all of its assets, and in each case the closing of that transaction\noccurs prior to or within 12 months following September 15, 2026.\n\n \n\nPay Versus Performance\n\n \n\nAs required\nby Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing\nthe following information about the relationship between executive “compensation actually paid” or “CAP” and certain\nmeasures of the Company’s financial performance. The Compensation Committee did not consider the CAP measure below in making its\ncompensation decisions for any of the years shown below. The tabular and narrative disclosures provided below are intended to be calculated\nin a manner consistent with the applicable SEC rules and may reflect reasonable estimates and assumptions where appropriate.\n\n \n\nPay Versus Performance\nTable\n\n* *\n\nThe following table\nprovides information required under the SEC’s Item 402(v) of Regulation S-K disclosing (i) a measure of total compensation\n(calculated in the same manner as compensation is calculated for purposes of the Summary Compensation Table) for our principal\nexecutive officer (“PEO”) and, as an average, for our other named executive officers (“Non-PEO NEOs”), (ii)\na measure of compensation referred to as “compensation actually paid” (calculated in accordance with Item 402(v) of\nRegulation S-K) for our PEO and, as an average, for our other Non-PEO NEOs, and (iii) certain financial performance measures, in\neach case, for our three most recently completed fiscal years. As discussed below under “Financial Performance\nMeasures,” the Company did not use financial performance measures in 2024 to link CAP to the Company’s performance. As a\nresult, the following table does not include an additional financial performance measure selected by the Company.\n\n \n\n25 \n\n \n\nYear\nSummary\n\nCompensation\n\nTable Total\n\nfor Adam\n\nMetz ($)\nSummary\n\nCompensation\n\nTable Total\n\nfor Andrea L.\n\nOlshan\n\n($)\nCompensation\n\nActually Paid\n\nto\n\nAdam Metz\n\n($)\nCompensation\n\nActually Paid\n\nto\n\nAndrea L.\n\nOlshan\n\n($)\nAverage\n\nSummary\n\nCompensation\n\nTable Total for\n\nNon-PEO\n\nNEOs\n\n($)\nAverage\n\nCompensation\n\nActually Paid\n\nto Non-PEO\n\nNEOs\n\n($)\nValue\nof Initial\n\nFixed $100\n\nInvestment Based\n\nOn\n\nTotal\n\nShareholder\n\nReturn\n\n($)\nNet\nIncome\n\n(Loss)\n\n($ in thousands)\n\n(a)\n(b)(1)\n(c)(2)\n(d)(3)\n(e)(4)\n(f)(5)\n(g)(6)\n(h)(7)\n(i)(8)\n\n2025\n822,581\n6,386,016\n822,581\n6,355,955\n1,951,814\n1,945,620\n27\n(68,215)\n\n2024\n-\n5,179,744\n-\n4,841,189\n1,766,033\n1,670,608\n35\n(153,536)\n\n2023\n-\n2,404,615\n-\n760,735\n1,005,675\n873,197\n79\n(154,911)\n\n \n\n(1)The dollar amount reported in column (b) is the amount of total compensation reported\nfor Mr. Metz for 2025 in the “Total” column of the Summary Compensation Table.\n\n(2)The dollar amounts reported in column (c) are the amounts of total compensation\nreported for Ms. Olshan for each corresponding year in the “Total” column of the Summary Compensation Table.\n\n(3)The dollar amount reported in column (d) represent the amount of “compensation\nactually paid” to Mr. Metz in 2025, as computed in accordance with Item 402(v) of Regulation S-K. Because Mr. Metz was compensated\nonly in the form of base salary (while serving as our PEO) and director fees (while serving as our Chairman), Mr. Metz’s CAP in\n2025 is the same as the total compensation reported in the Summary Compensation Table and no adjustments were required.\n\n(4)The dollar amounts reported in column (e) represent the amount of “compensation\nactually paid” to Ms. Olshan for the corresponding year, as computed in accordance with Item 402(v) of Regulation S-K. The dollar\namounts do not reflect the actual amount of compensation earned by or paid to Ms. Olshan during the applicable year. In accordance with\nthe requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Ms. Olshan’s total compensation to determine\nher 2025 CAP:\n\n \n\nYear\n\nReported Summary\n\nCompensation Table Total\n\nfor Ms. Olshan\n\n($)\n\nReported\nValue of Equity\n\nAwards\n\n($)\nEquity\nAward Adjustments\n\n($)(a)\nCompensation\nActually\n\nPaid to Ms. Olshan\n\n($)\n\n2025\n6,386,016\n-\n(30,061)\n6,355,955\n\n \n\n(a)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable)\nof the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as\nof the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair\nvalue of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that\nare granted and vest in the same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest\nin the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v)\nfor awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a\ndeduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other\nearnings paid or accrued on stock awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair\nvalue of such award or included in any other component of total compensation for the applicable year. The valuation assumptions used to\ncalculate the fair values were updated as of each measurement date and will differ from those disclosed as of the grant date. The methodology\nused to develop the valuation assumptions as of each applicable measurement date is consistent with those disclosed at the time of grant.\nThe amounts deducted or added in calculating the equity award adjustments are as follows:\n\n \n\n26 \n\n \n\nYear\nYear-End\nFair\n\nValue of\n\nEquity Awards\n\nGranted in the\n\nYear and that\n\nare Unvested\n\n($)\nYear-over-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards Granted\n\nin Prior Years\n\nthat are\n\nUnvested\n\n($)\nFair\nValue as\n\nof Vesting\n\nDate of\n\nEquity\n\nAwards\n\nGranted and\n\nVested in the\n\nYear\n\n($)\nYear-over-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards\n\nGranted in\n\nPrior Years that\n\nVested in the\n\nYear\n\n($)\nPrior\nYear-\n\nEnd Fair\n\nValue of\n\nEquity Awards\n\nthat Failed to\n\nMeet Vesting\n\nConditions in\n\nthe Year\n\n($)\nValue\nof Dividends\n\nor other Earnings\n\nPaid on Equity\n\nAwards not\n\nOtherwise\n\nReflected in Fair\n\nValue or Total\n\nCompensation\n\n($)\nTotal\nEquity\n\nAward\n\nAdjustments\n\n($)\n\n2025\n-\n-\n-\n(30,061)\n-\n-\n(30,061)\n\n \n\n(5)The dollar amounts reported in column (f) represent the average of the amounts\nreported for the Non-PEO NEOs in the “Total” column of the Summary Compensation Table in each applicable year. The names of\neach of the Non-PEO NEOs included for purposes of calculating the average amounts in each applicable year are as follows: (i) for 2025\nand 2024, Matthew Fernand and Eric Dinenberg and (ii) for 2023, John Garilli, Matthew Fernand, and Eric Dinenberg.\n\n(6)The dollar amounts reported in column (g) represent the average amount of “compensation actually\npaid” to the Non-PEO NEOs specified in footnote 5, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts\ndo not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs during the applicable year. In accordance\nwith the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO\nNEOs for 2025 to determine the compensation actually paid, using the same methodology described above in footnote 4:\n\n \n\nYear\n\nAverage Reported\n\nSummary Compensation\n\nTable Total for Non-PEO\n\nNEOs\n\n($)\n\nAverage Reported Value\n\nof Equity Awards\n\n($)\n\nAverage Equity Award\n\nAdjustments\n\n($)(a)\n\nAverage Compensation\n\nActually Paid to Non-\n\nPEO NEOs\n\n($)\n\n2025\n1,951,814\n-\n(6,194)\n1,945,620\n\n \n\n(a)The amounts deducted or added in calculating the total average equity award adjustments are as follows:\n\n \n\nYear\n\nAverage Year-\n\nEnd Fair\n\nValue of\n\nEquity Awards\n\nGranted in the\n\nYear and that\n\nare Unvested\n\n($)\n\nAverage Year-\n\nover-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards\n\nGranted in\n\nPrior Years that\n\nare Unvested\n\n($)\n\nAverage Fair\n\nValue as of\n\nVesting Date\n\nof Equity\n\nAwards\n\nGranted and\n\nVested in the\n\nYear\n\n($)\n\nAverage Year-\n\nover-Year\n\nChange in Fair\n\nValue of Equity\n\nAwards Granted\n\nin Prior Years\n\nthat Vested in\n\nthe Year\n\n($)\n\nAverage Prior\n\nYear-End Fair\n\nValue of Equity\n\nAwards that\n\nFailed to Meet\n\nVesting\n\nConditions in\n\nthe Year\n\n($)\n\nAverage Value of\n\nDividends or\n\nother Earnings\n\nPaid on Equity\n\nAwards not\n\nOtherwise\n\nReflected in Fair\n\nValue or Total\n\nCompensation\n\n($)\n\nAverage Equity\n\nAward\n\nAdjustments\n\n($)\n\n2025\n-\n-\n-\n(6,194)\n-\n-\n(6,194)\n\n(7)Represents our cumulative TSR calculated by dividing the sum of the cumulative\namount of dividends for the measurement period (as defined in Item 402(v)(2)(iv) of Regulation S-K), assuming dividend reinvestment, and\nthe difference between the Company’s share price at the end and the beginning of the measurement period by the Company’s share\nprice at the beginning of the measurement period.\n\n(8)The dollar amounts reported represent our net income (loss) attributable to our\ncommon shareholders, as reflected in the Company’s audited financial statements for the applicable year.\n\n \n\nAnalysis of the Information Presented in the Pay\nVersus Performance Table\n\nIn accordance\nwith Item 402(v) of Regulation S-K, the Company is providing the analysis below of the relationships between information presented in\nthe Pay Versus Performance Table. The financial performance measures presented in the Pay Versus Performance Table are not used by the\nCompany to make compensation decisions. Therefore, the information presented in the Pay Versus Performance Table and the outcomes of the\nanalysis below are not reflective of our executive compensation program or philosophy.\n\n \n\n27 \n\n \n\nCompensation Actually Paid and Cumulative TSR\n\n \n\nIn 2022,\nchanges to the executive compensation program were instituted in connection with the Company’s announcement of its review of strategic\nalternatives. These changes included the elimination of new equity-based long-term incentive awards (that would have vested over three\nyears) and provided, instead, grants of cash-based long-term incentive awards that vest in three installments. The change in the form\nof the long-term incentive awards also caused changes to occur in the method and timing of reporting NEO compensation in the Summary Compensation\nTable and directly impacts the CAP calculations for the relevant years. Specifically, the cash-based long-term incentive awards are reported\nin the “Bonus” column of the Summary Compensation Table on an as-vested basis. As a result, in 2023, no amount was reportable\nin connection with the cash-based long-term incentive awards (since the cash-based awards were granted but not vested in that year and,\nin 2024, a portion of the 2023 long-term incentive awards and 2024 long-term incentive awards were reportable. This change impacted the\nreporting of Ms. Olshan’s compensation, in particular, due to the relevant vesting dates. In reality, the compensation value that\nwas granted to her was generally consistent year-over-year, after taking into account the 5% increase to her salary in 2024 and 2025 under\nthe terms of her employment agreement. Due to the changes to the executive compensation program to eliminate equity awards starting in\n2022, as described above, there is generally no relationship between the NEOs’ CAP values for the reporting period as compared to\nthe Company’s TSR for the same period.\n\n \n\nCompensation Actually Paid and Net Income (Loss)\n\n \n\nThe Company\ndoes not use net income (loss) as a performance measure in its executive compensation program because it is neither a reliable indication\nof our Company’s performance nor an effective measure of long-term value creation for our Company. Therefore, even though the amount\nof compensation actually paid to our PEO and the average amount of compensation actually paid to the Non-PEO NEOs was generally aligned\nwith the Company’s net income (loss) over the three years presented in the Pay Versus Performance Table, we do not view our net\nincome (loss) results as having a relationship to our executive compensation program.\n\n \n\nDisclosure of Policies and Practices Related to\nthe Grant of Certain Equity Awards Close in Time to the Release of Material Nonpublic Information\n\n \n\nWe do not grant\nstock options, stock appreciation rights or similar option-like equity instruments. Accordingly, we do not have a policy or practice on\nthe timing of such awards in relation to our disclosure of material nonpublic information.\n\n \n\n28 \n\n \n\n \n\nCOMPENSATION OF TRUSTEES\n\n \n\nFor 2025, non-employee trustees received the following annual\ncash retainers for their services:\n\n \n\n·an annual cash retainer of $150,000;\n\n·an additional annual cash retainer of $50,000 for service as Chairman of the Board of Trustees; and\n\n·an additional annual cash retainer of $15,000 for service as Chairperson of the\nAudit Committee, the Compensation Committee, the Nominating and Corporate Governance Committee or the Investment Committee.\n\n \n\nThe annual\ncash retainers described above are paid on a quarterly basis. All trustees are also reimbursed for out-of-pocket expenses incurred to\nattend meetings of the Board of Trustees and committees of the Board of Trustees. None of the trustees have been awarded equity compensation\nby the Company.\n\n \n\nThe following\ntable reflects the portion of the annual cash retainers earned in 2025 by non-employee trustees who served on the Board of Trustees during\n2025.\n\n \n\nName(1)\nFees Earned or Paid in Cash ($)\nTotal ($)\n\nJohn T. McClain\n180,000\n180,000\n\nTalya Nevo-Hacohen\n165,000\n165,000\n\nMitchell Sabshon\n165,000\n165,000\n\nAllison L. Thrush\n150,000\n150,000\n\nMark Wilsmann\n150,000\n150,000\n\n(1)Compensation paid to Mr. Metz for 2025 can be found in the “Summary Compensation Table” above.\n\n \n\n29 \n\n \n\n \n\nITEM 2. RATIFICATION OF APPOINTMENT\nOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM\n\n \n\nItem 2 is the\nratification of the Audit Committee’s appointment of Deloitte & Touche LLP (“Deloitte”) as the independent registered\npublic accounting firm to audit the financial statements of the Company for fiscal year 2026. Although shareholder approval is not required,\nwe desire to obtain from our shareholders an indication of their approval or disapproval of the Audit Committee’s action in appointing\nDeloitte as the independent registered public accounting firm of Seritage for 2026. If our shareholders do not ratify this appointment,\nthe appointment will be reconsidered by the Audit Committee and our Board. Representatives of Deloitte will be present at the Annual Meeting.\nThey will be available to respond to your questions and may make a statement if they so desire.\n\n \n\nAdvisory approval\nof this proposal requires the majority of the votes cast (i.e., voted “for” or “against”) in person or represented\nby proxy at the Annual Meeting.\n\n \n\nTHE\nBOARD RECOMMENDS A VOTE “FOR” THE PROPOSAL TO RATIFY THE APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED\nPUBLIC ACCOUNTING FIRM FOR FISCAL YEAR 2026.\n\n \n\nIndependent Registered Public Accounting Firm Fees\n\n \n\nThe following\ntable shows the fees paid or accrued by the Company and its subsidiaries for the audit and other services provided by Deloitte, the member\nfirms of Deloitte Touche Tohmatsu and their respective affiliates, during the fiscal years 2024 and 2025:\n\n \n\nJanuary 1, 2025 to December 31,\n\n2025\n\nJanuary 1, 2024 to December 31,\n\n2024\n\nAudit Fees (1)\n$1,506,758\n$1,612,119\n\nAudit-Related Fees\n$0\n$0\n\nTax Fees (2)\n$142,914\n$297,629\n\nOther Fees\n$0\n$0\n\nTotal\n$1,649,672\n$1,909,748\n\n \n\n(1)Audit Fees represent fees for professional services provided in connection with\nthe audits of the Company’s consolidated annual financial statements, internal control over financial reporting and review of the\nquarterly financial statements, including certain accounting consultations in connection with the audit, consents and other SEC matters.\n\n(2)Tax fees represent fees for tax compliance and tax consultation services.\n\n \n\nThe Audit Committee\nmust pre-approve all services of our independent registered public accounting firm as required by its charter and the rules of the SEC.\nEach fiscal year, the Audit Committee approves an annual estimate of fees for services, taking into account whether the services are permissible\nunder applicable law and the possible impact of each non-audit service on the independent registered public accounting firm’s independence\nfrom management. The Audit Committee reviews and discusses with the independent auditor any documentation supplied by the independent\nauditor as to the nature and scope of any tax services to be approved, as well as the potential effects of the provision of such services\non the independent auditor’s independence. In addition, the Audit Committee will evaluate known potential services of the independent\nregistered public accounting firm, including the scope of the proposed work to be performed and the proposed fees, and approve or reject\neach service. Management may present additional services for approval at subsequent committee meetings.\n\n \n\nAll of the audit,\naudit-related and tax services provided by Deloitte, the member firms of Deloitte Touche Tohmatsu and their respective affiliates, were\npre-approved in accordance with the Audit Committee’s policies and procedures.\n\n \n\n30 \n\n \n\n \n\nREPORT OF THE AUDIT COMMITTEE\n\n \n\nThe purpose of\nthe Audit Committee of the Board of Trustees of Seritage Growth Properties (the “Company” or “our”) is to assist\nthe Board of Trustees in fulfilling its oversight responsibilities by reviewing the Company’s system of internal controls, the presentation\nand disclosure in the Company’s financial statements, which will be provided to our shareholders and others, and the overall audit\nprocess. All members of the Audit Committee meet the criteria for independence applicable to audit committee members under the New York\nStock Exchange (the “NYSE”) listing rules. The Audit Committee Charter complies with the NYSE listing rules.\n\n \n\nManagement\nis responsible for the preparation, presentation and integrity of the Company’s financial statements and for the establishment and\neffectiveness of internal control over financial reporting, and for maintaining appropriate accounting and financial reporting principles\nand policies and internal controls and procedures that provide for compliance with accounting standards and applicable laws and regulations.\nThe independent registered public accounting firm, Deloitte & Touche LLP, is responsible for planning and carrying out a proper audit\nof the Company’s annual financial statements in accordance with the auditing standards of the Public Company Accounting Oversight\nBoard (United States) (“PCAOB”), expressing an opinion as to the conformity of such financial statements with generally accepted\naccounting principles and auditing the effectiveness of internal control over financial reporting.\n\n \n\nIn performing its\noversight role, the Audit Committee has considered and discussed the audited consolidated financial statements with management and\nDeloitte & Touche LLP. The Audit Committee has also discussed with Deloitte & Touche LLP the matters required to be\ndiscussed by PCAOB Auditing Standard No. 16, Communications with Audit Committees. The Audit Committee has received the written\ndisclosures and the letter from the independent registered public accounting firm required by PCAOB Ethics and Independence Rule\n3526, Communication with Audit Committees Concerning Independence. The Audit Committee has also discussed with the independent\nregistered public accounting firm its independence. The independent registered public accounting firm has free access to the Audit\nCommittee to discuss any matters the firm deems appropriate.\n\n \n\nBased on the reports\nand discussions described in the preceding paragraph and subject to the limitations on the role and responsibilities of the Audit Committee\nreferred to below and in the Audit Committee Charter in effect during 2025, the Audit Committee recommended to the Board of Trustees that\nthe audited consolidated financial statements be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.\n\n \n\nMembers of the\nAudit Committee rely without independent verification on the information provided to them and on the representations made by management\nand the independent registered public accounting firm. Accordingly, the Audit Committee’s oversight does not provide an independent\nbasis to determine that management has maintained appropriate accounting and financial reporting principles or appropriate internal controls\nand procedures designed to assure compliance with accounting standards and applicable laws and regulations. Furthermore, the Audit Committee’s\nconsiderations and discussions referred to above do not assure that the audit of the Company’s consolidated financial statements\nhas been carried out in accordance with the auditing standards of the PCAOB, that the consolidated financial statements are presented\nin accordance with accounting principles generally accepted in the United States of America or that Deloitte & Touche LLP is in fact\n“independent” or the effectiveness of the Company’s internal controls.\n\n \n\n*Audit Committee*\n\nJohn T. McClain, Chairman\n\nAllison L. Thrush\n\nMitchell A. Sabshon\n\n31 \n\n \n\n \n\nITEM 3. ADVISORY VOTE ON EXECUTIVE\nCOMPENSATION\n\n \n\nUnder Section\n14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s shareholders are entitled\nto vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this Proxy\nStatement in accordance with SEC rules, commonly referred to as a “say-on-pay vote.” At the 2023 annual meeting of shareholders,\nthe shareholders indicated their preference that the Company conduct a say-on-pay vote every year. Our Board has adopted a policy that\nis consistent with this preference.\n\n \n\nThis vote\nis not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive\nofficers and the philosophy, policies, and practices described in this Proxy Statement. The compensation of the Company’s named\nexecutive officers subject to the vote is disclosed in the compensation tables and the related narrative disclosure contained in this\nProxy Statement. Compensation of the Company’s named executive officers is designed to enable the Company to retain talented and\nexperienced executives to lead the Company successfully in the Plan of Sale, which was approved by the shareholders at the 2022 annual\nmeeting.\n\n \n\nThe Board strongly\nendorses the Company's executive compensation program and compensation paid to our named executive officers and recommends that shareholders\nvote “FOR” the following non-binding resolution:\n\n \n\nRESOLVED, that\nthe compensation paid to the Company's named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities\nand Exchange Commission, including in the compensation tables and narrative disclosure contained in this proxy statement for 2026 annual\nmeeting of shareholders of the Company, is hereby approved.\n\n \n\nBecause the vote\nis advisory, it is not binding on our Board, the Compensation Committee, or the Company. Nevertheless, the views expressed by the shareholders,\nwhether through this vote or otherwise, are important to management and the Board and, accordingly, the Board and the Compensation Committee\nintend to consider the results of this vote in making determinations in the future regarding our executive compensation program and arrangements.\n\n \n\nAdvisory approval of this proposal\nrequires the majority of the votes cast (i.e., voted “for” or “against”) in person or represented by proxy at\nthe Annual Meeting. Unless the Board decides to modify its policy regarding the frequency of soliciting say-on-pay votes, the next scheduled\nsay-on-pay vote will be held at the 2027 annual meeting of shareholders.\n\n \n\nTHE BOARD\nRECOMMENDS THAT THE SHAREHOLDERS VOTE “FOR” PROPOSAL NO. 3 TO APPROVE, ON AN ADVISORY BASIS, THE COMPENSATION PAID TO OUR\nNAMED EXECUTIVE OFFICERS AS DISCLOSED PURSUANT TO THE SEC’S COMPENSATION DISCLOSURE RULES.\n\n \n\nOTHER BUSINESS THAT MAY COME\nBEFORE THE MEETING\n\nOur management\ndoes not intend to bring any other business before the Annual Meeting for action and has not been notified of any other business proposed\nto be brought before the Annual Meeting. However, if any other business should be properly presented for action, it is the intention of\nthe persons named on the proxy card to vote in their discretion on such business.\n\n \n\n2027 ANNUAL MEETING OF SHAREHOLDERS\n\n \n\nProcedures for Submitting Shareholder Proposals\n\n \n\nAny proposal\nof a shareholder intended to be included in our Proxy Statement for the 2027 Annual Meeting of Shareholders pursuant to SEC Rule 14a-8\nmust be received by us no later than December 28, 2026, unless the date of our 2027 Annual Meeting of Shareholders is more than 30 days\nbefore or after June 9, 2027, in which case the proposal must be received a reasonable time before we begin to print and mail our proxy\nmaterials. All shareholder proposals must be delivered to the Company at the following address: Seritage Growth Properties, 500 Fifth\nAvenue, Suite 1530, New York, NY 10110, Attn: Corporate Secretary.\n\n \n\n32 \n\n \n\nA shareholder\nnomination of a person for election to our Board or a proposal for consideration at our 2027 Annual Meeting of Shareholders under the\nadvance notice procedures and other requirements set forth in Section 12 of Article II of our current Bylaws, must notify us of the nomination\nor other proposal in writing by not later than 5:00 p.m., Eastern Time, on December 28, 2026, nor earlier than November 28, 2026. However,\nin the event that the 2027 Annual Meeting of Shareholders is advanced or delayed by more than 30 days from June 9, 2027, which is the\nfirst anniversary of the date of the Annual Meeting , notice by the shareholder to be timely must be received no earlier than the 150th\nday prior to the date of the meeting and not later than 5:00 p.m., Eastern time, on the later of the 120th day prior to the\ndate of the meeting or the tenth day following the date of the first public announcement of the meeting. A copy of our Bylaws may be obtained\nfrom our Corporate Secretary, who may be reached at Seritage Growth Properties, 500 Fifth Avenue, Suite 1530, New York, NY 10110, Attn:\nCorporate Secretary.\n\n \n\nIn addition,\nto comply with the universal proxy rules, shareholders who intend to solicit proxies in support of trustee nominees other than our nominees\nfor our 2027 Annual Meeting of Shareholders must also comply with the additional requirements of Rule 14a-19 under the Exchange Act, including\nproviding a statement that such shareholder intends to solicit the holders of shares representing at least 67% of the voting power of\nthe Company’s shares entitled to vote on the election of trustees in support of trustee nominees other than the Company’s\nnominees, as required by Rule 14a-19(b) under the Exchange Act.\n\n \n\nSOLICITATION OF PROXIES\n\n \n\nThe proxies\nare solicited by our Board. We will pay the cost to solicit proxies. Trustees and officers of the Company and employees of its affiliates\nmay solicit proxies either personally or by telephone, by facsimile transmission or through the Internet.\n\n33 \n\n \n\nIMPORTANT\n\n \n\nThe interest\nand cooperation of all shareholders in the affairs of Seritage Growth Properties are considered to be of the greatest importance by our\nmanagement. Even if you expect to attend the Annual Meeting, it is urgently requested that, whether your share holdings are large or small,\nyou promptly authorize a proxy to vote your shares by telephone, through the Internet or by mail.\n\n \n\nBy Order of the Board of Trustees\n\n \n\nMatthew Fernand\n\n*Chief Legal Officer and Corporate Secretary*\n\n34 \n\n \n\n \n\nUsing a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.\nAnnual Meeting Proxy Card\n\nq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q\n\nA Proposals — The Board of Trustees recommend a vote FOR all the nominees listed, and FOR Proposals 2 and 3.\n1. The election of John T. McClain, Adam Metz, Talya Nevo-Hacohen, Mitchell Sabshon, Allison L. Thrush and Mark Wilsmann as trustees, each to serve until the 2027 annual meeting of shareholders and until his or her successor is duly elected and qualifies;\nFor Against Abstain For Against Abstain For Against Abstain\n\n01 - John T. McClain 04 - Mitchell Sabshon\n02 - Adam Metz\n\n05 - Allison L. Thrush\n03 - Talya Nevo-Hacohen 06 - Mark Wilsmann\n\n2. The ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for fiscal year 2026;\nFor Against Abstain For Against Abstain\n3. An advisory, non-binding resolution to approve the Company’s\nexecutive compensation program for our named executive officers, as described in the proxy statement; and\n4. Any other business that may properly come before the meeting or any postponement or adjournment of the meeting.\n\nB Authorized Signatures — This section must be completed for your vote to count. Please date and sign below.\nPlease sign exactly as name(s) appears hereon. Joint owners should each sign. When signing as attorney, executor, administrator, corporate officer, trustee, guardian, or custodian, please give full title.\nDate (mm/dd/yyyy) — Please print date below. Signature 1 — Please keep signature within the box. Signature 2 — Please keep signature within the box.\n\n1 U P X\n\n04A4HB\n\n35 \n\n \n\nThe 2026 Annual Meeting of Seritage Growth Properties Shareholders will be held on\nTuesday, June 9, 2026, 10 a.m. Eastern Time, virtually via the Internet at: www.meetnow.global/MR4SAA9.\n\nq IF VOTING BY MAIL, SIGN, DETACH AND RETURN THE BOTTOM PORTION IN THE ENCLOSED ENVELOPE.q\n\nProxy — Seritage Growth Properties\n\nProxy Solicited by Board of Trustees for Annual Meeting – June 9, 2026\nAdam Metz, John Garilli, and Matthew Fernand, or any of them, each with the power of substitution, are hereby authorized to represent and vote the shares of the undersigned, with all the powers which the undersigned would possess if personally present, at the Annual Meeting of Shareholders of Seritage Growth Properties to be held on June 9, 2026 or at any postponement or adjournment thereof.\nShares represented by this proxy will be voted by the shareholder. If no such directions are indicated, the Proxies will have authority to vote FOR all the nominees listed, and FOR Proposals 2 and 3.\nIn their discretion, the Proxies are authorized to vote upon such other business as may properly come before the meeting.\n(Items to be voted appear on reverse side)"}