Filing Analysis
Seaport Entertainment Group Inc. filed an 8-K to announce its financial results for the quarter ended June 30, 2026. The filing includes an earnings press release and a supplemental disclosure package.
📋 Key Facts
- Reporting period: Quarter ended June 30, 2026
- Filing date: August 5, 2026
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Supplemental Disclosure Package)
- Company is an emerging growth company
Lucy Fato has ceased her role as Executive Vice President, General Counsel and Corporate Secretary effective June 25, 2026. She will transition to an advisory role for the CEO through August 24, 2026.
🚩 Red Flags
- Departure of a key legal officer (General Counsel) can sometimes signal internal friction, though the 'without cause' designation and transition period suggest an orderly exit.
📋 Key Facts
- Effective Date: June 25, 2026
- Departing Officer: Lucy Fato (EVP, General Counsel and Corporate Secretary)
- Transition Period: Serving as Advisor to the President/CEO through August 24, 2026
- Termination Status: Terminated 'without cause' per employment agreement
- Compensation: Entitled to separation payments subject to release requirements and completion of advisory services
Seaport Entertainment Group Inc. reported the results of its 2026 annual meeting of stockholders held on June 8, 2026. The stockholders elected five members to the board of directors and ratified the appointment of Grant Thornton LLP as the independent registered public accounting firm.
📋 Key Facts
- Annual meeting held on June 8, 2026.
- Elected directors: Matthew M. Partridge, Michael A. Crawford, Monica S. Digilio, David Z. Hirsh, and Anthony F. Massaro.
- Grant Thornton LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2026.
- Proposal 2 (Auditor ratification) passed with 11,432,243 votes 'For' and only 2,031 votes 'Against'.
Seaport Entertainment Group Inc. reported its financial results for the first quarter ended March 31, 2026. The filing includes the official earnings press release and a supplemental disclosure package as exhibits.
📋 Key Facts
- Financial results released for the fiscal quarter ended March 31, 2026
- Earnings press release dated May 6, 2026, included as Exhibit 99.1
- Supplemental disclosure package included as Exhibit 99.2
- Information furnished under Item 2.02 is not deemed 'filed' for Section 18 purposes
Seaport Entertainment Group Inc. dismissed KPMG LLP as its independent registered public accounting firm and appointed Grant Thornton LLP, effective April 1, 2026. The company reported no disagreements or reportable events with KPMG regarding accounting principles or financial disclosures for the fiscal years 2024 and 2025.
🚩 Red Flags
- Transition from a 'Big Four' accounting firm (KPMG) to a mid-tier firm (Grant Thornton).
📋 Key Facts
- KPMG LLP was dismissed as the independent auditor on April 1, 2026.
- Grant Thornton LLP was engaged for the audit of the fiscal year ending December 31, 2026.
- KPMG's audit reports for the years ended December 31, 2025 and 2024 were unqualified and contained no modifications.
- No disagreements or reportable events were identified during the two most recent fiscal years or the subsequent interim period through April 1, 2026.
Seaport Entertainment Group Inc. reported its financial results for the fiscal year ended December 31, 2025. The filing includes the earnings press release and a supplemental disclosure package as exhibits.
📋 Key Facts
- The report covers financial results for the full year ended December 31, 2025.
- The earnings press release was issued on March 4, 2026.
- The company furnished Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Supplemental Disclosure Package).
- The company is an emerging growth company and has elected not to use the extended transition period for new accounting standards.
Seaport Entertainment Group (SEG) filed an 8-K under Item 7.01 (Regulation FD) on February 23, 2026, disclosing two significant operational developments at its Tin Building property in New York: (1) the immediate closure of "Tin Building by Jean-Georges" and termination of its associated License Agreement with Jean-Georges Restaurants, and (2) a new 5-year lease with Balloon Museum, expected to open at the Tin Building in Summer 2026. The filing signals a major tenant transition at a flagship asset, with the loss of a high-profile culinary anchor replaced by an experiential entertainment concept.
🚩 Red Flags
- Immediate, same-day closure of Tin Building by Jean-Georges eliminates a marquee, high-profile anchor tenant with no transition period, creating a potential revenue gap before Balloon Museum opens in Summer 2026
- Termination of the Jean-Georges License Agreement suggests the relationship deteriorated beyond a simple strategic pivot — abrupt closure without advance notice is atypical for planned transitions
- Balloon Museum is a relatively nascent experiential concept with unproven revenue generation compared to the established Jean-Georges brand; lease economics and tenant credit quality are undisclosed
- SEG holds a 25% minority interest in JG, creating a related-party dimension to both the prior License Agreement and its termination — potential conflicts of interest and undisclosed financial impacts
- Gap period of several months (Feb–Summer 2026) with the Tin Building's primary space apparently dark represents lost revenue for a company that is an emerging growth company still building profitability
- Regulation FD filing (not 'filed' for Exchange Act liability purposes) means limited formal accountability for the disclosures made
📋 Key Facts
- Tin Building by Jean-Georges closed operations effective February 23, 2026 — the same date as the filing
- License Agreement between SEG subsidiaries and Jean-Georges Restaurants (JG) for intellectual property related to the Tin Building has been terminated
- SEG retains a 25% minority interest in Jean-Georges Restaurants and states the broader partnership with JG will continue
- New lease signed with Balloon Museum for the Tin Building, with an initial term of 5 years
- Balloon Museum has two optional consecutive renewal terms of 5 years each (potential total term of 15 years)
- Balloon Museum is expected to open at the Tin Building in Summer 2026
- Lease is held through a wholly owned indirect subsidiary of SEG
- Filing signed by Lucy Fato, EVP, General Counsel & Corporate Secretary
- SEG is an emerging growth company listed on NYSE under ticker SEG
- Two exhibits attached: Press Release (99.1) and Media Advisory (99.2)
Seaport Entertainment Group Inc. completed the sale of a mixed-use development project located at 250 Water Street for $143.0 million on February 6, 2026.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Sale price: $143.0 million
- Asset sold: Mixed-use development project at 250 Water Street
- Seller: 250 Seaport District, LLC (a subsidiary of the Company)
- Buyer: 250 Water Street Owner LLC (an affiliate of Tavros Holdings LLC)
- Completion date: February 6, 2026
Seaport Entertainment Group Inc. entered into a Second Amendment to its Purchase and Sale Agreement for the sale of the 250 Water Street mixed-use development project. The amendment sets a firm closing date of February 5, 2026, increases the total non-refundable deposit to $8.5 million, and establishes a final sale price of $143.0 million.
🚩 Red Flags
- Sale remains subject to closing conditions that are not currently satisfied.
- No assurance can be given that the sale will actually complete on the described terms or timing.
📋 Key Facts
- Sale price for 250 Water Street set at $143.0 million (subject to adjustments).
- Closing Date is scheduled for February 5, 2026; no further extensions allowed.
- Buyer must deliver an additional $1.0 million deposit within one business day of the amendment.
- Total non-refundable deposit increased to $8.5 million (subject to certain conditions).
- The buyer is 250 Water Street Owner LLC, an affiliate of Tavros Holdings LLC.
Seaport Entertainment Group Inc. has amended its agreement for the sale of the 250 Water Street mixed-use development project. The amendment extends the closing date to January 28, 2026, and increases the total sale price to $152.0 million due to previous extensions.
🚩 Red Flags
- Transaction is subject to closing conditions that are not currently satisfied, meaning there is no guarantee the sale will close.
📋 Key Facts
- The asset being sold is a mixed-use development located at 250 Water Street.
- The Buyer is 250 Water Street Owner LLC, an affiliate of Tavros Holdings LLC.
- The new Closing Date is set for January 28, 2026, with no further extension rights granted to the Buyer.
- The sale price has been increased to $152.0 million as a result of previous extensions exercised by the Buyer.
- Closing remains subject to certain unsatisfied conditions.
Seaport Entertainment Group Inc. has appointed Lenah Elaiwat as the new Chief Financial Officer and Treasurer, effective December 1, 2025. Ms. Elaiwat transitions from her role as Interim CFO and Chief Accounting Officer to a permanent executive position.
🚩 Red Flags
- None identified in this filing.
📋 Key Facts
- Lenah Elaiwat appointed as CFO and Treasurer on December 1, 2025.
- Ms. Elaiwat previously served as Interim CFO since September 4, 2025, and Chief Accounting Officer since April 2024.
- Employment agreement effective date is November 1, 2025, with an initial term of five years.
- Annual base salary is set at $450,000.
- Target annual cash bonus is 75% of base salary ($337,500), with a range between 50% and 150% of target based on performance goals.
- Initial equity award value is at least $192,329; subsequent annual targeted equity awards are 75% of base salary starting in 2026.
Seaport Entertainment Group Inc. filed an 8-K to announce its quarterly earnings results for the period ending September 30, 2025. The filing includes a press release and a supplemental disclosure package.
📋 Key Facts
- Earnings results released for the quarter ended September 30, 2025.
- Filing date: November 10, 2025.
- Includes Exhibit 99.1 (Earnings Press Release) and Exhibit 99.2 (Supplemental Disclosure Package).
Seaport Entertainment Group Inc. announced a major leadership transition effective September 4, 2025, involving the departure of CEO and Chairman Anton Nikodemus and the appointment of Matt Partridge as new President and CEO.
🚩 Red Flags
- Sudden departure of the CEO/Chairman (though stated as 'without cause' and not due to disagreement).
- Leadership vacuum at the CFO level requiring an interim appointment.
- Elimination of the Lead Independent Director role in favor of an independent Chairman.
📋 Key Facts
- Anton Nikodemus will cease to serve as President, CEO, and Chairman of the Board effective September 4, 2025; he will serve as Special Advisor through November 3, 2025.
- Matt Partridge, formerly EVP and CFO, appointed President and CEO effective September 4, 2025.
- Michael Crawford (Lead Independent Director) appointed as independent Chairman of the Board; Lead Independent Director role eliminated.
- Lenah Elaiwat appointed Interim CFO and Treasurer, assuming the role of Principal Financial Officer.
- Matt Partridge's compensation includes an $800,000 base salary and a target annual equity award of $2.4 million starting in 2026.
Seaport Entertainment Group Inc. entered into a Purchase and Sale Agreement to sell its 250 Water Street mixed-use development project for $150.5 million. The transaction is expected to close by the end of 2025, subject to various closing conditions.
🚩 Red Flags
- The sale is subject to several unsatisfied closing conditions; there is no guarantee the transaction will close.
📋 Key Facts
- Sale price: $150.5 million (with potential upside to $152.0 million).
- Initial non-refundable deposit: $6.0 million due at signing.
- Potential for deposit increase up to $8.5 million.
- Buyer is 250 Water Street Owner LLC, an affiliate of Tavros Holdings LLC.
- Expected closing date: Before the end of 2025.
Seaport Entertainment Group Inc. filed an 8-K to announce the release of its financial results and a supplemental disclosure package for the quarter ended June 30, 2025.
📋 Key Facts
- Earnings press release issued on August 11, 2025 (Exhibit 99.1).
- Supplemental disclosure package issued on August 11, 2025 (Exhibit 99.2).
- Reporting period: Quarter ended June 30, 2025.
Seaport Entertainment Group Inc. has completed a restructuring of its joint venture in Fulton Seafood Market, LLC, resulting in the Company's subsidiary becoming the sole member of the entity. This transition involved terminating existing management agreements with Creative Culinary Management Company LLC and entering into new intellectual property license agreements.
🚩 Red Flags
- Termination of existing management and services agreements (CCMC) as part of a restructuring.
📋 Key Facts
- On June 30, 2025, Seaport Entertainment Operations, LLC (Assignee) became the sole member of Fulton Seafood Market, LLC.
- The transfer involved HHC Seafood Market Member, LLC and VS-Fulton Seafood Market LLC transferring 100% of their interests to Assignee.
- The Company retains a 25% minority interest in Jean-Georges Restaurants (JG).
- The Management Agreement with Creative Culinary Management Company LLC was terminated as a result of the restructuring.
- New license agreements were entered into on June 30, 2025, regarding JG's intellectual property for Tin Building and Fulton Restaurant.
- A Services Agreement dated January 1, 2025, between SEM, CCMC, and the Company was terminated effective July 1, 2025.
Seaport Entertainment Group Inc. announced that its common stock will transfer from the NYSE American LLC to the main NYSE exchange. The transition is expected to occur between June 27 and June 30, 2025.
📋 Key Facts
- Transfer of listing from NYSE American LLC to the NYSE approved by the exchange.
- Trading on NYSE American will cease after market close on June 27, 2025.
- Trading on the NYSE is expected to commence at the opening of trading on June 30, 2025.
- The company will continue to trade under the ticker symbol 'SEG'.
Seaport Entertainment Group Inc. held its 2025 annual meeting of stockholders on June 9, 2025. The company successfully elected five members to its board of directors and ratified the appointment of KPMG LLP as its independent auditor for the fiscal year ending December 31, 2025.
📋 Key Facts
- Annual Meeting held on June 9, 2025.
- Five directors elected: Anton D. Nikodemus, Michael A. Crawford, Monica S. Digilio, David Z. Hirsh, and Anthony F. Massaro.
- KPMG LLP ratified as independent registered public accounting firm for fiscal year ending Dec 31, 2025.
- The company is classified as an emerging growth company.
Seaport Entertainment Group Inc. filed an 8-K to announce the release of its financial results for the quarter ended March 31, 2025. The filing includes a press release and a supplemental disclosure package.
📋 Key Facts
- Earnings press release issued on May 12, 2025 (Exhibit 99.1).
- Supplemental disclosure package issued on May 13, 2025 (Exhibit 99.2).
- Reporting period: Quarter ended March 31, 2025.
- Company is an emerging growth company.
Seaport Entertainment Group Inc. announced the scheduling of its 2025 Annual Meeting of Stockholders and established deadlines for stockholder proposals.
📋 Key Facts
- The 2025 Annual Meeting of Stockholders is scheduled for June 9, 2025.
- The record date for stockholders entitled to vote is April 16, 2025.
- The deadline for submission of Rule 14a-8 stockholder proposals is April 7, 2025.
- The deadline for non-Rule 14a-8 stockholder proposals is also fixed as April 7, 2025.
Seaport Entertainment Group Inc. announced the granting of performance-vesting restricted stock units (Performance RSUs) to certain named executive officers under its 2024 Equity Incentive Plan.
🚩 Red Flags
- Performance-based compensation is highly contingent on long-term metrics (2027), which can lead to significant dilution if targets are met or exceeded via the 200% multiplier.
📋 Key Facts
- Grant date: March 19, 2025.
- Performance period: January 1, 2025, to December 31, 2027 (three-year term).
- Vesting criteria: 50% based on 3-year annualized total shareholder return relative to the Russell 2000 Index; 50% based on asset-level EBITDA for calendar year 2027.
- EBITDA component includes a potential multiplier of up to 150% based on 2027 Non-GAAP adjusted net income.
- Vesting date: March 7, 2028 (subject to continued employment).
- Target grants: Matthew Partridge (20,482 units) and Lucy Fato (4,824 units).
- Actual payout range: 0% to 200% of target number.
Seaport Entertainment Group Inc. filed an 8-K to announce its financial results for the fourth quarter and full fiscal year ended December 31, 2024.
📋 Key Facts
- Report date: March 10, 2025
- Reporting period: Fourth quarter and year ended December 31, 2024
- The filing includes a press release (Exhibit 99.1) detailing financial results.
- Company is an emerging growth company.
Seaport Entertainment Group Inc. entered into a Services Agreement with Creative Culinary Management Company LLC (CCMC), an affiliate of the company's 25% indirect interest in Jean-Georges Restaurants. The agreement involves SEM providing services to CCMC for a nominal fee of $1.00 per month as part of a restructuring of management responsibilities.
🚩 Red Flags
- Related-party transaction: The agreement is with an entity (CCMC) that is a subsidiary of the company's investment partner.
- Non-arm's length terms: Services are being provided for a nominal consideration of $1.00 per month, which deviates from standard market rates.
📋 Key Facts
- Effective January 1, 2025, SEM (a subsidiary) entered into a Services Agreement with CCMC and the Company.
- The agreement is structured such that SEM will perform services for CCMC in exchange for $1.00 per month.
- SEM has become the employer of employees previously providing management services to CCMC/Jean-Georges Restaurants.
- The term lasts until SEM acquires 100% of CCMC or until June 30, 2025, when termination rights may be triggered.
- The Company holds a 25% indirect interest in Jean-Georges Restaurants via JG Restaurant HoldCo LLC.
Seaport Entertainment Group Inc. filed an 8-K to announce its financial results for the third quarter ended September 30, 2024.
📋 Key Facts
- Reporting period: Third Quarter ended September 30, 2024
- Filing date: November 7, 2024
- The company issued a press release (Exhibit 99.1) containing the financial results.
Seaport Entertainment Group Inc. entered into an Investor Rights Agreement with Pershing Square Capital Management in connection with a completed rights offering. The agreement grants Pershing Square significant registration rights and board nomination rights.
🚩 Red Flags
- Significant registration rights (demand and piggyback) granted to a major investor can lead to future dilution and increased float volatility.
- Board nomination rights for a single large investor can shift corporate governance control/influence.
📋 Key Facts
- Entered into an Investor Rights Agreement with Pershing Square Capital Management, L.P. on October 17, 2024.
- Pershing Square granted demand registration rights for shares with an aggregate fair market value of at least $25 million per request.
- Pershing Square is entitled to 'piggyback' registration rights in any future company-led registrations.
- Pershing Square has the right to nominate one individual to the Board of Directors (or 20% of the board if the board exceeds five members).
- Board nomination rights terminate if Pershing Square ownership falls below 10%.
- The Company completed its previously announced rights offering on October 10, 2024.
Seaport Entertainment Group Inc. announced the preliminary results of its rights offering, which expired on October 10, 2024. The filing serves as a Regulation FD disclosure regarding the outcome of the capital raise.
🚩 Red Flags
- Rights offerings in micro-cap companies are often used to address liquidity needs or avoid dilution through other means, though they can signal a need for immediate capital.
📋 Key Facts
- The company's rights offering expired at 5:00 p.m. New York time on October 10, 2024.
- Preliminary results of the rights offering were announced via press release on October 11, 2024.
- The filing is made pursuant to Item 7.01 (Regulation FD Disclosure).
Seaport Entertainment Group Inc. has commenced a $175 million rights offering to purchase up to 7,000,000 shares of its common stock. The rights are expected to begin trading on NYSE American under the symbol 'SEG RT' on September 24, 2024.
🚩 Red Flags
- Large-scale capital raise ($175M) often indicates a need for immediate liquidity to fund operations or debt obligations.
- Potential significant dilution for existing shareholders through the issuance of up to 7 million new shares.
📋 Key Facts
- Commencement of a $175 million rights offering.
- The offering is for up to 7,000,000 shares of common stock.
- Rights trading (SEG RT) begins September 24, 2024, on NYSE American LLC.
- Trading period for rights ends October 9, 2024 (unless extended).
- Wells Fargo Securities, LLC is serving as the Dealer-Manager.
- The offering follows an S-1 registration statement declared effective on September 18, 2024.
Seaport Entertainment Group Inc. announced a Rights Offering to issue up to 7,000,000 shares of common stock at $25.00 per share. The offering is backstopped by Pershing Square Capital Management, L.P., which has agreed to purchase any unsubscribed shares up to an aggregate gross proceeds amount of $175.0 million.
🚩 Red Flags
- Significant dilution potential for existing shareholders not participating in the rights offering.
- Heavy reliance on a single major investor (Pershing Square) to backstop the offering and ensure $175M in proceeds.
- The company's risk factors mention 'the significant influence Pershing Square has over the Company,' indicating concentrated control.
📋 Key Facts
- Rights Offering: Distribution of transferable subscription rights to existing shareholders.
- Record Date: September 20, 2024, at 5:00 p.m. NYC time.
- Subscription Price: $25.00 per share.
- Total Shares Offered: Up to 7,000,000 shares of common stock.
- Backstop Agreement: Pershing Square Capital Management, L.P. will purchase unsubscribed shares up to a total gross proceeds amount of $175.0 million.
- Trading: Rights expected to trade on NYSE American under symbols 'SEG RTWI' (when-issued) and 'SEG RT' (regular way).
- Expiration Date: Expected October 10, 2024.
Seaport Entertainment Group Inc. filed an 8-K to furnish an investor presentation made available on August 12, 2024. This is a routine disclosure under Item 7.01 (Regulation FD Disclosure) and does not contain material changes to operations or financial position.
📋 Key Facts
- The company released an investor presentation on August 12, 2024.
- The filing was made pursuant to Item 7.01 (Regulation FD Disclosure).
- The information in the presentation is furnished but not 'filed' for purposes of Section 18 liability.
Seaport Entertainment Group Inc. (SEG) has completed its separation from Howard Hughes Holdings Inc. (HHH), becoming an independent publicly traded company on the NYSE American under ticker 'SEG'. The transaction involved a pro rata distribution of shares to HHH shareholders and several transitional agreements between the two entities.
🚩 Red Flags
- Related-party transactions: The company has entered into multiple material agreements (Transition, Tax, Employee, and Credit) with its former parent, Howard Hughes Holdings Inc.
- Debt/Credit exposure: SEG entered into a revolving credit agreement with HHH as the lender and refinanced existing term loans via Mizuho Capital Markets.
📋 Key Facts
- Separation completed on July 31, 2024; trading commenced August 1, 2024.
- Distribution ratio: 1 share of SEG for every 9 shares of HHH held as of July 29, 2024.
- HHH made a cash contribution of $23.4 million to the Company in connection with the separation.
- Assets transferred include Seaport (Lower Manhattan), Jean-Georges Restaurants minority interest (25%), Las Vegas Aviators/Ballpark interests, and air rights above Fashion Show mall.
- SEG entered into several agreements with HHH: Separation, Transition Services, Tax Matters, Employee Matters, and a Revolving Credit Agreement where HHH is the lender.