Seritage Growth Properties Earnings Per Share Disclosure
Note 12 – Earnings (Loss) per Share
The table below provides a reconciliation of net loss and the number of common shares used in the computations of “basic” earnings per share (“EPS”), which utilizes the weighted-average number of common shares outstanding without regard to dilutive potential common shares, and “diluted” EPS, which includes all such shares. At December 31, 2024, potentially dilutive securities consisted of shares of non-vested restricted stock. There were no shares of unvested restricted stock at December 31, 2025.
All outstanding non-vested shares that contain non-forfeitable rights to dividends are considered participating securities and are included in computing EPS pursuant to the two-class method which specifies that all outstanding non-vested share-based payment awards that contain non-forfeitable rights to distributions are considered participating securities and should be included in the computation of EPS.
(in thousands except per share amounts) |
|
Year Ended December 31, |
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|
|
2025 |
|
|
2024 |
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||
Numerator - Basic and Diluted |
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|
|
|
|
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Net loss |
|
$ |
(68,215 |
) |
|
$ |
(153,536 |
) |
|
Preferred dividends |
|
|
(4,900 |
) |
|
|
(4,900 |
) |
|
Net loss attributable to common shareholders - Basic and Diluted |
|
$ |
(73,115 |
) |
|
$ |
(158,436 |
) |
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|
|
|
|
|
|
|
|
||
Denominator - Basic and Diluted |
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|
|
|
|
|
|
||
Weighted-average Class A common shares outstanding |
|
|
56,314 |
|
|
|
56,255 |
|
|
Weighted-average Class A common shares outstanding - Basic |
|
|
56,314 |
|
|
|
56,255 |
|
|
Weighted-average Class A common shares outstanding - Diluted |
|
|
56,314 |
|
|
|
56,255 |
|
|
|
|
|
|
|
|
|
|
||
Loss per share attributable to Class A common shareholders - Basic |
|
$ |
(1.30 |
) |
|
$ |
(2.82 |
) |
|
Loss per share attributable to Class A common shareholders - Diluted |
|
$ |
(1.30 |
) |
|
$ |
(2.82 |
) |
|
No adjustments were made to the numerator for the years ended December 31, 2025 or 2024 because the Company generated a net loss. During periods of net loss, undistributed losses are not allocated to the participating securities as they are not required to absorb losses.
No adjustments were made to the denominator for the year ended December 31, 2025 as there were no outstanding non-vested restricted share. No adjustments were made to the denominator for the year ended December 31, 2024 because the inclusion of outstanding non-vested restricted shares would have had an anti-dilutive effect.
There were no non-vested restricted shares outstanding at December 31, 2025. At December 31, 2024, there were 87,899 shares of non-vested restricted shares outstanding.
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 31, 2026 | Showing above |
| 2024 | Mar 31, 2025 | |
| 2023 | Apr 1, 2024 | |
| 2022 | Mar 14, 2023 | |
| 2021 | Mar 16, 2022 | |
| 2020 | Mar 15, 2021 | |
| 2019 | Mar 2, 2020 | |
| 2018 | Mar 1, 2019 | |
| 2017 | Feb 28, 2018 | |
| 2016 | Mar 1, 2017 | |
| 2015 | Mar 11, 2016 | |
About Earnings Per Share Disclosures
The earnings per share disclosure breaks down the calculation from net income to both basic and diluted EPS, revealing the full impact of a company's capital structure on per-share economics. The reconciliation between basic and diluted share counts exposes how many stock options, RSUs, convertible securities, and warrants are potentially dilutive to existing shareholders.
Key signals: a widening gap between basic and diluted shares indicates growing dilution from equity compensation or convertible instruments. Anti-dilutive securities excluded from the diluted calculation deserve attention — they represent latent dilution that will materialize if the stock price rises. Watch for the effect of share buybacks on per-share metrics: EPS growth driven primarily by repurchases rather than income growth signals weakening fundamentals. Compare year-over-year changes in the diluted share count against equity compensation expense to assess whether management is effectively managing dilution.