What changed in this filing

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Item 1. Financial Statements

2025-11-10 compared with 2025-08-11 · 198 added, 137 removed, 650 unchanged (34% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

in thousands, except par value amounts

2 unchanged sentences

Net investment in real estate

Assets held for sale

Investments in unconsolidated ventures

6 unchanged sentences

Mortgages payable, net

Mortgages payable related to assets held for sale

Operating lease obligations

2 unchanged sentences

Preferred stock, $ 0.01 par value, 20,000 shares authorized, none issued or outstanding

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,698 issued and outstanding as of June 30, 2025 and 12,708 issued and outstanding as of December 31, 2024

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,735 issued and outstanding as of September 30, 2025 and 12,708 issued and outstanding as of December 31, 2024

Additional paid in capital

6 unchanged sentences

Consolidated and Combined Statements of Operations

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

in thousands, except per share data

10 unchanged sentences

Total expenses

Other income, net

Loss on assets held for sale

Other income (loss), net

Operating loss

1 unchanged sentence

Equity in earnings (losses) from unconsolidated ventures

Loss on extinguishment of debt

Loss before income taxes

7 unchanged sentences

Consolidated and Combined Statements of Cash Flows

Six months ended June 30,

Nine months ended September 30,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Stock compensation expense

Loss on extinguishment of debt

Loss on assets held for sale

Equity in earnings (losses) from unconsolidated ventures, net of distributions and impairment charges

13 unchanged sentences

CASH FLOWS FROM FINANCING ACTIVITIES

Deferred financing costs

Principal payments on mortgages payable

30 unchanged sentences

Balance, June 30, 2024

Net transfers from Former Parent

Issuance of noncontrolling interests

Reclassification of net parent investment to common stock and additional paid in capital

Preferred distributions to noncontrolling interest in subsidiary

Stock compensation

Balance, September 30, 2024

Balance, December 31, 2024

11 unchanged sentences

Balance, June 30, 2025

Net income (loss)

Preferred distributions to noncontrolling interest in subsidiary

Fees in connection with the Rights Offering

Shares acquired to satisfy minimum required tax withholding on vesting restricted stock

Stock compensation

Balance, September 30, 2025

The accompanying notes are an integral part of these consolidated and combined financial statements.

24 unchanged sentences

Our financial statements for the periods beginning on and after August 1, 2024 are consolidated financial statements based on our financial position, results of operations and cash flows as a standalone company.

The accompanying Unaudited Consolidated Financial Statements as of June 30, 2025 and December 31, 2024 and for the three and six months ended June 30, 2025 have been prepared on a standalone basis and are derived from the accounting records of the Company.

The accompanying Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 have been prepared on a carve-out basis and are derived from the combined financial statements and accounting records of HHH as discussed below.

The accompanying Unaudited Consolidated Financial Statements as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 have been prepared on a standalone basis and are derived from the accounting records of the Company.

The accompanying Unaudited Combined Financial Statements for the three and nine months ended September 30, 2024 have been prepared on a stand-alone basis and are derived from the combined financial statements and accounting records of the Company from August 1, 2024 to September 30, 2024 and have been prepared on a carve-out basis and are derived from the combined financial statements and accounting records of HHH for January 1, 2024 to July 31, 2024 as discussed below.

The accompanying Unaudited Consolidated and Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

The accompanying Unaudited Consolidated

and Combined Financial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the Company’s financial position, results of operations, and cash flows would have been had the Company operated as a standalone company during all of the periods presented.

The accompanying Unaudited Consolidated and Combined Financial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the Company’s financial position, results of operations, and cash flows would have been had the Company operated as a standalone company for the entirety of all of the periods presented.

The accompanying Unaudited Consolidated and Combined Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements.

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Basis of Presentation - Prior to Separation

The Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 are presented as if the Company had been carved out of HHH.

The Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024 are presented as if the Company had been carved out of HHH for the period from January 1, 2024 to July 31, 2024.

These Unaudited Combined Financial Statements reflect historical operations attributable to the Company and significant assumptions and allocations as well as attribution of certain assets and liabilities that were held by HHH prior to the Separation which are specifically identifiable or attributable to the Company.

1 unchanged sentence

All transactions between the Company and HHH are considered to be effectively settled in the Unaudited Combined Financial Statements at the time the transaction is recorded, other than transactions described in Note 12 – Related-Party Transactions that have historically been settled in cash.

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statements of Cash Flows for the six months ended June 30, 2024 as a financing activity.

These Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 include expense allocations for:

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2024 as a financing activity.

These Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024 include expense allocations for the period prior to the Separation for:

(1) certain support functions that were provided on a centralized basis within HHH, including, but not limited to property management, development, executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, facilities, and risk management;

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For an additional discussion and quantification of expense allocations, see Note 12 – Related-Party Transactions .

Management believes the assumptions underlying the Unaudited Combined Financial Statements for the three and six months ended June 30, 2024, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented.

Nevertheless, the Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 may not reflect the results of operations, financial position and cash flows had the Company been a standalone company during the period.

Actual costs that the Company may have incurred had it been a standalone company during the three and six months ended June 30, 2024 would depend on several factors, including the chosen organization structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Debt obligations and related financing costs of HHH have not been included in the Unaudited Combined Financial Statements for the three and six months ended June 30, 2024, because the Company’s business was not a party to the obligations between HHH and the debt holders.

Management believes the assumptions underlying the Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented.

Nevertheless, the Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024 may not reflect the results of operations, financial position and cash flows had the Company been a standalone company for the entirety of the periods.

Actual costs that the Company may have incurred had it been a standalone company for the entirety of the three and nine month periods ended September 30, 2024 would depend on several factors, including the chosen organization structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Debt obligations and related financing costs of HHH have not been included in the Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024, because the Company’s business was not a party to the obligations between HHH and the debt holders.

Further, the Company did not guarantee any of HHH’s debt obligations.

Prior to the Separation, the income tax provision in the Unaudited Combined Statements of Operations was calculated as if the Company was operating on a standalone basis and filed separate tax returns in the jurisdictions in which it operates.

Prior to the Separation, the income tax provision in the Unaudited Consolidated and Combined Statements of Operations was calculated as if the Company was operating on a standalone basis and filed separate tax returns in the jurisdictions in which it operates.

Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the Company’s actual tax balances prior to or subsequent to the carve-out.

1 unchanged sentence

HHH maintains stock-based compensation plans at a corporate level.

The Company’s employees participated in such plans prior to the Separation and the portion of the cost of those plans related to the Company’s employees is included in the Unaudited Combined Statements of Operations for the three and six months ended June 30, 2024.

The Company’s employees participated in such plans prior to the Separation and the portion of the cost of those plans related to the Company’s employees is included in the Unaudited Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2024.

Prior to the Separation, the Company established the Seaport Entertainment Group Inc.

2024 Equity Incentive Plan, and subsequent to July 31, 2024, the Company issued stock-based awards pursuant to such plan.

Net investment by Former Parent in the Unaudited Combined Statement of Equity for the three and six months ended June 30, 2024 represents HHH’s historical investment in the Company, the net effect of transactions with and allocations from HHH, and the Company’s retained earnings.

All transactions reflected in Net investment by Former Parent have been considered as financing activities for purposes of the Unaudited Combined Statement of Cash Flows for the six months ended June 30, 2024.

Net investment by Former Parent in the Unaudited Consolidated and Combined Statement of Equity for the three and nine months ended September 30, 2024 represents HHH’s historical investment in the Company, the net effect of transactions with and allocations from HHH, and the Company’s retained earnings.

All transactions reflected in Net investment by Former Parent have been considered as financing activities for purposes of the Unaudited Consolidated and Combined Statement of Cash Flows for the nine months ended September 30, 2024.

For additional information, see “Basis of Presentation - Prior to Separation” above and Note 12 – Related-Party Transactions .

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Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.

The Company has reclassified an aggregate of $ 3.1 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 1.2 million and $ 1.9 million, respectively, on our Unaudited Combined Statement of Operations for the three months ended June 30, 2024.

The Company has reclassified an aggregate of $ 4.7 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 1.7 million and $ 3.0 million, respectively, on our Unaudited Combined Statement of Operations for the six months ended June 30, 2024.

The provision for (recovery of) doubtful accounts of $ 1.3 million and $ 2.3 million for the three and six months ended June 30, 2024, respectively, has been reclassified into Hospitality costs, Entertainment costs, and Operating costs on our Unaudited Combined Statement of Operations.

The Company has reclassified an aggregate of $ 2.5 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 0.8 million and $ 1.7 million, respectively, on our Unaudited Consolidated and Combined Statement of Operations for the three months ended September 30, 2024.

The Company has reclassified an aggregate of $ 7.2 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 2.5 million and $ 4.7 million, respectively, on our Unaudited Consolidated and Combined Statement of Operations for the nine months ended September 30, 2024.

The provision for (recovery of) doubtful accounts of $ 0.3 million and $ 2.6 million for the three and nine months ended September 30, 2024, respectively, has been reclassified into Hospitality costs, Entertainment costs, and Operating costs on our Unaudited Consolidated and Combined Statement of Operations.

Certain reclassifications were also made to conform the prior period segment reporting to the current period segment presentation.

These reclassifications are not material to the Unaudited Combined Statements of Operations for the three and six months ended June 30, 2024.

These reclassifications are not material to the Unaudited Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2024.

Refer to Note 11 – Segments for additional information regarding the Company’s reportable operating segments.

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Restricted Cash

Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to the payment of principal and interest on the Company’s outstanding mortgages payable.

Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to the payment of principal and interest on the Company’s outstanding mortgages payable and the deposit received from the purchaser as part of the pending sale of the 250 Water Street development asset (“250 Water Street”).

Accounts Receivable, net

7 unchanged sentences

As required under ASC 326 Financial Instruments – Credit Losses (ASC 326), the Company assesses its exposure to credit loss related to these receivables on a quarterly basis based on historical collection experience and future expectations by portfolio.

As of June 30, 2025 and December 31, 2024, there were no material past due receivables and there have been no material write-offs or recoveries of amounts previously written-off.

As of September 30, 2025 and December 31, 2024, there were no material past due receivables and there have been no material write-offs or recoveries of amounts previously written-off.

The following table represents the components of Accounts receivable, net of amounts considered uncollectible, in the accompanying Unaudited Consolidated Balance Sheets as of:

September 30,

Tenant receivables

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Accounts receivable, net (a)

(a) As of June 30, 2025 and December 31, 2024, the total reserve balance was $ 1.4 million and $ 2.6 million, respectively.

(a) As of September 30, 2025 and December 31, 2024, the total reserve balance was $ 1.7 million and $ 2.6 million, respectively.

The following table summarizes the impacts of the collectability reserves in the accompanying Unaudited Consolidated and Combined Statements of Operations:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Statements of Operations Location

4 unchanged sentences

Total (income) expense impact

As of June 30, 2025 and December 31, 2024, no customer accounted for greater than 10% of the Company’s accounts receivable.

As of September 30, 2025, one customer accounted for greater than 10 % of the Company’s accounts receivable and as of December 31, 2024, no customer accounted for greater than 10% of the Company’s accounts receivable.

Assets Held-for-Sale

The Company classifies assets as held for sale when the six criteria under ASC 360-10-45-9 are met.

Once an asset is held for sale, the Company suspends capitalization, depreciation and amortization.

Assets held for sale are reported at the lower of their carrying value or fair value less costs to sell beginning in the period the held for sale criteria are met.

The carrying amounts of assets held for sale are adjusted each reporting period for subsequent changes in fair value less costs to sell, with losses recognized for any subsequent write-down to fair value less costs to sell, and gains recognized for any subsequent increase in fair value less costs to sell, but not in excess of the cumulative loss previously recognized.

When assets are considered held for sale, but do not qualify as a discontinued operation, the Company presents qualifying assets and liabilities as held for sale on the consolidated balance sheet in all periods that the qualifying assets and liabilities meet the held for sale criteria.

The components of the held for sale asset’s net income (loss) is recorded within the consolidated statement of operations.

During the three months ended September 30, 2025, the Company entered into a purchase and sale agreement to sell 250 Water Street for a total purchase price of $ 151.0 million.

In connection with the pending sale, the Company recorded a loss on sale of $ 4.0 million to other income (loss), net on the consolidated statement of operations to reduce the carrying value of 250 Water Street to its estimated selling price less costs to sell.

The Company expects the sale to be completed within the next twelve months, and therefore, the carrying value of 250 Water Street as of September 30, 2025 is presented within assets held for sale on the Company’s Unaudited Consolidated Balance Sheet as of September 30, 2025.

Stock-Based Compensation

Prior to the Separation on July 31, 2024, certain employees of the Company participated in HHH’s stock-based compensation plans.

Stock-based compensation expense was attributed to the Company based on the awards and terms previously granted to those employees and was recorded in the Unaudited Consolidated and Combined Statements of Operations.

Subsequent to the Separation, the Company issued stock options, restricted stock and restricted stock units.

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Impairment indicators include, but are not limited to, significant changes in projected completion dates, stabilization dates, operating revenues or cash flows, development costs, circumstances related to ongoing low occupancy, and market factors.

The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization

rates, and estimated holding periods for the applicable assets.

Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows.

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Assets that have been impaired will in the future have lower depreciation and cost of sale expenses.

The impairment will have no impact on cash flow.

Revenue Recognition and Related Matters

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Rental Revenue

Rental revenue is associated with the Company’s Landlord Operations assets and is comprised of minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries, and overage rent.

Rental revenue is associated with the Company’s Landlord Operations assets and is comprised of minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries, overage rent, and termination fee income.

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset.

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The amendments in this ASU are effective for fiscal years beginning after December 15, 2024.

The Company is currently evaluating the guidance and its impact on the Company’s Unaudited Consolidated and Combined Financial Statements.

The Company is currently evaluating the guidance and its impact on the Company’s consolidated and combined financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

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The amendments in this ASU will become effective for fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted.

The Company plans to adopt the standard when it becomes effective beginning with the fiscal year 2027 annual financial statements, and is currently evaluating the impact this guidance will have on the disclosures included in the Unaudited Notes to the Consolidated and Combined Financial Statements.

The Company plans to adopt the standard when it becomes effective beginning with the fiscal year 2027 annual financial statements, and is currently evaluating the impact this guidance will have on the Company’s consolidated and combined financial statements and related disclosures.

In July 2025, the FASB issued ASU-2025-05, Financial Instruments-Credit Losses (Topic 326):

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The amendments in this ASU are effective for fiscal years beginning after December 15, 2025.

The Company is currently evaluating the guidance and its impact on the Company’s Unaudited Consolidated and Combined Financial Statements.

The Company is currently evaluating the guidance and its impact on the Company’s consolidated and combined financial statements and related disclosures.

Investments in Unconsolidated Ventures

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Carrying Value

Share of Earnings (Losses)/ Dividends

Share of Earnings (Losses)/ Distributions

Three months ended

Six months ended

Nine months ended

September 30,

in thousands except percentages

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(b) For these equity method investments, various provisions in the venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and preferred returns may result in the Company’s economic interest differing from its stated interest or final profit-sharing interest.

For these investments, the Company recognizes income or loss based on the venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing interest.

investments, the Company recognizes income or loss based on the venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing interest.

(c) On January 1, 2025, the Company became the primary beneficiary of the Tin Building by Jean-Georges and began consolidating the Company’s investment in this venture into the Company’s financial statements.

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Refer to discussion below for additional details.

(e) The Ssäm Bar joint venture was liquidated in May 2024.

Refer to discussion below for additional details.

The Lawn Club

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The Company also entered into a lease agreement with HHC Lawn Games, LLC pursuant to which the Company agreed to lease approximately 27,000 square feet of the Fulton Market Building to this venture.

In 2016, the Company formed Pier 17 Restaurant C101, LLC (“Ssäm Bar”) with MomoPier, LLC (“Momofuku”) to construct and operate a restaurant and bar at Pier 17 in the Seaport, which opened in 2019.

The Company recognized its share of income or loss based on the joint venture’s distribution priorities, which could fluctuate over time.

The Ssäm Bar restaurant closed during the third quarter of 2023, and the venture was liquidated in May 2024.

The Company received a liquidating distribution of its share of the venture’s remaining assets during the third quarter of 2024.

Tin Building by Jean-Georges

In 2015, the Company, together with Fulton Partner, formed Fulton Seafood Market, LLC (“Tin Building by Jean-Georges”) to operate a 53,783 square foot culinary marketplace in the historic Tin Building.

The Fulton Partner is a wholly

owned subsidiary of Jean-Georges Restaurants.

The Fulton Partner is a wholly owned subsidiary of Jean-Georges Restaurants.

The Company purchased a 25 % interest in Jean-Georges Restaurants in March 2022 as discussed below.

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The Company, as landlord, funded 100 % of the development and construction of the Tin Building.

Under the previous terms of the Tin Building by Jean-Georges LLC agreement, the Company contributed the cash necessary to fund pre-opening, opening and operating costs of the Tin Building by Jean-Georges.

Under the previous terms of the Tin Building by Jean-Georges LLC agreement, the

Company contributed the cash necessary to fund pre-opening, opening and operating costs of the Tin Building by Jean-Georges.

The Fulton Partner was not required to make any capital contributions.

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Net assets assumed

The unaudited supplemental pro forma revenues and net losses of the Company were $ 39.4 million and $ 35.0 million, respectively, for the three months ended June 30, 2024 and $ 57.8 million and $ 79.1 million, respectively, for the six months ended June 30, 2024, and have been prepared for the Company as if the Tin Building by Jean-Georges was consolidated by the Company on January 1, 2024.

The unaudited supplemental pro forma revenues and net losses of the Company were $ 44.7 million and $ 32.3 million, respectively, for the three months ended September 30, 2024 and $ 102.4 million and $ 111.3 million, respectively, for the nine months ended September 30, 2024, and have been prepared for the Company as if the Tin Building by Jean-Georges was consolidated by the Company on January 1, 2024.

The most significant adjustments in the pro forma financial information includes the elimination of rents between the Company and the joint venture and the elimination of the previous equity method investment in the joint venture as though the consolidation had occurred on January 1, 2024.

The unaudited pro forma financial information above is provided for informational purposes only and is not necessarily indicative of what actual results of operations would have been had the consolidation and related transactions been completed as of January 1, 2024 or that may be achieved in the future.

The Company’s investment in the Tin Building by Jean-Georges meets the threshold for disclosure of summarized income statement information for the three and six months ended June 30, 2024.

The Company’s investment in the Tin Building by Jean-Georges meets the threshold for disclosure of summarized income statement information for the three and nine months ended September 30, 2024.

Relevant financial statement information is summarized as follows:

Three months ended

Six months ended

Nine months ended

September 30,

Income Statement

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As such, the investment is measured at cost, less any identified impairment charges.

As of June 30, 2025, this warrant had not been exercised and has a carrying value of zero .

As of September 30, 2025, this warrant had not been exercised and has a carrying value of zero .

Creative Culinary Management Company, LLC (“CCMC”), a wholly owned indirect subsidiary of Jean-Georges Restaurants, provided management services for certain retail and food and beverage businesses that the Company owns, either wholly or through partnerships with third parties.

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The following table summarizes the significant components of Other assets, net:

September 30,

Security and other deposits

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The following table summarizes the significant components of Accounts payable and other liabilities:

September 30,

Deferred income

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Mortgages payable, net are summarized as follows:

September 30,

Fixed-rate debt

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Mortgages payable, net

As of June 30, 2025, land, buildings and equipment, developments, and other collateral with an aggregate net book value of $ 243.0 million have been pledged as collateral for the Company’s debt obligations.

Secured mortgages payable are without recourse to the Company as of June 30, 2025.

Secured mortgages payable related to assets held for sale (1)

Mortgages payable related to assets held for sale

(1) This mortgage relates to 250 Water Street, which is classified as held for sale as of September 30, 2025.

Commencing on the date the mortgage was classified as held for sale, the Company has expensed interest related to the mortgage into Interest income (expense) on the Consolidated Statement of Operations.

See Note 1 – Summary of Significant Accounting Policies – Assets Held-for-Sale .

As of September 30, 2025, land, buildings and equipment, developments, and other collateral with an aggregate net book value of $ 238.0 million have been pledged as collateral for the Company’s debt obligations.

Secured mortgages payable are without recourse to the Company as of September 30, 2025.

Secured Mortgages Payable

The Company’s outstanding mortgages are collateralized by certain of the Company’s real estate assets.

The Company’s fixed-rate debt obligation requires semi-annual installments of principal and interest, and the Company’s

variable-rate debt requires monthly installments of only interest.

As of June 30, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.

The Company’s fixed-rate debt obligation requires semi-annual installments of principal and interest, and the Company’s variable-rate debt requires monthly installments of only interest.

As of September 30, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.

The following table summarizes the Company’s secured mortgages payable:

June 30, 2025

September 30, 2025

December 31, 2024

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Secured mortgages payable

(a) The Company has one fixed-rate debt obligation as of June 30, 2025 and December 31, 2024.

(a) The Company has one fixed-rate debt obligation as of September 30, 2025 and December 31, 2024.

The interest rate presented is based upon the coupon rate of the debt.

(b) The Company has one variable-rate debt obligation as of June 30, 2025 and December 31, 2024.

The interest rate presented is based on the applicable reference interest rate as of June 30, 2025 and December 31, 2024.

(b) The Company has one variable-rate debt obligation as of September 30, 2025 and December 31, 2024.

The interest rate presented is based on the applicable reference interest rate as of September 30, 2025 and December 31, 2024.

At June 30, 2025, the assumed rate of the indebtedness associated with our variable-rate debt obligation is based on SOFR + 4.5 % , which is the combination of the interest rates on two instruments:

At September 30, 2025, the assumed rate of the indebtedness associated with our variable-rate debt obligation is based on SOFR + 4.5 % , which is the combination of the interest rates on two instruments:

(i) the variable-rate debt obligation, pursuant to which the Company is obligated to pay the lender an amount equal to SOFR + 7.0 % , and (ii) the total return swap, pursuant to which the Company is entitled to receive 2.5 % from the lender.

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as such, it is not considered to meet the criteria of ASC 815 Derivatives and Hedging and determined to not be a derivative.

On January 1, 2025, the mortgage loan on the Company’s 250 Water Street development (“250 Water Street”) was amended to increase the margin from 5.0 % to 7.0 %.

On January 1, 2025, the mortgage loan on 250 Water Street was amended to increase the margin from 5.0 % to 7.0 %.

The Company is entitled to receive this 2.0 % increase from the lender by way of the total return swap, resulting in no change in cash flows to the Company.

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The following table presents the fair value measurement hierarchy levels required under ASC 820 for the estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis:

June 30, 2025

September 30, 2025

December 31, 2024

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Accounts receivable, net (a)

Assets held for sale

Fixed-rate debt (b)

Variable-rate debt (b)

(a) Accounts receivable, net is shown net of an allowance of $ 1.4 million at June 30, 2025 and $ 2.6 million at December 31, 2024.

Refer to Note 1 - Summary of Significant Accounting Policies for additional information on the allowance.

(a) Accounts receivable, net is shown net of an allowance of $ 1.7 million at September 30, 2025 and $ 2.6 million at December 31, 2024.

Refer to Note 1 - Summary of Significant Accounting Policies – Accounts Receivable, net for additional information on the allowance.

(b) Excludes related unamortized financing costs.

The carrying amounts of Cash and Restricted cash and Accounts receivable, net approximate fair value because of the short‑term maturity of these instruments.

The fair value of assets held for sale in the table above was estimated based on the purchase and sale agreement to sell 250 Water Street (Level 2:

observable market-based input).

Refer to Note 1 – Summary of Significant Accounting Policies – Assets Held-for-Sale for additional information.

The fair value of fixed-rate debt in the table above was estimated based on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the SOFR or U.S.

Treasury obligation interest rates as of June 30, 2025.

Treasury obligation interest rates as of September 30, 2025.

Refer to Note 4 - Mortgages Payable, Net for additional information.

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Commitments and Contingencies

In the normal course of business, from time to time, the Company is involved in legal proceedings relating to the ownership and operations of its properties.

In management’s opinion, the liabilities, if any, that may ultimately result from normal course of business legal actions are not expected to have a material effect on the Company’s Unaudited Consolidated and Combined Financial Statements or liquidity.

From time to time, the Company may be a party to certain legal proceedings incidental to the normal course of the Company’s business.

While the outcome of legal proceedings cannot be predicted with certainty, the Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition.

Operating Leases

1 unchanged sentence

See Note 9 – Leases for additional information.

Contractual rental expense was $ 1.7 million and $ 1.6 million for the three months ended June 30, 2025 and 2024, respectively, and $ 3.3 million and $ 3.7 million for the six months ended June 30, 2025 and 2024, respectively.

The amortization of straight‑line rents included in the contractual rent amount was $ 0.6 million for each of the three months ended June 30, 2025 and 2024, and $ 1.1 million and $ 1.2 million for the six months ended June 30, 2025 and 2024, respectively.

Contractual rental expense was $ 1.3 million and $ 1.3 million for the three months ended September 30, 2025 and 2024, respectively, and $ 4.6 million and $ 5.0 million for the nine months ended September 30, 2025 and 2024, respectively.

The amortization of straight‑line rents included in the contractual rent amount was $ 0.5 million and $ 0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 1.7 million and $ 1.4 million for the nine months ended September 30, 2025 and 2024, respectively.

The Company’s tax provision for interim periods is determined using an estimate of its annual current and deferred effective tax rates, adjusted for discrete items.

The Company generated operating losses in the interim periods presented.

The income tax benefit recognized related to this loss was zero for each of the three and six months ended June 30, 2025 and 2024, after an assessment of the available positive and negative evidence, which causes the Company’s effective tax rate to deviate from the federal statutory rate.

The income tax benefit recognized related to this loss was zero for each of the three and nine months ended September 30, 2025 and 2024, after an assessment of the available positive and negative evidence, which causes the Company’s effective tax rate to deviate from the federal statutory rate.

Revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

The following presents the Company’s revenues disaggregated by revenue source:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Revenues from contracts with customers

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Consideration received during the period

Balance at June 30, 2024

Balance at September 30, 2024

Balance at December 31, 2024

1 unchanged sentence

Consideration received during the period

Balance at June 30, 2025

Balance at September 30, 2025

Remaining Unsatisfied Performance Obligations

The Company’s remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts executed and in progress.

These performance obligations primarily relate to the completion of the 2025 Aviators baseball season and 2025 concert series, as well as performance under various sponsorship agreements.

The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations from contracts with customers as of June 30, 2025 is $ 24.8 million.

These performance obligations primarily relate to the 2025 concert series, as well as performance under various sponsorship agreements.

The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations from contracts with customers as of September 30, 2025 is $ 16.4 million.

The Company expects to recognize this amount as revenue over the following periods:

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The Company’s remaining performance obligations are adjusted to reflect any known contract cancellations, revisions to customer agreements, and deferrals, as appropriate.

During the three months ended June 30, 2025 and 2024, no customer accounted for 10% or more of the Company’s total revenue.

During the six months ended June 30, 2025, no customer accounted for 10% or more of the Company’s total revenue.

During the six months ended June 30, 2024, revenue from one customer accounted for approximately 12 % of the Company’s total revenue, through a related-party transaction.

During the three months ended September 30, 2025 and 2024, no customer accounted for 10% or more of the Company’s total revenue.

During the nine months ended September 30, 2025, no customer accounted for 10% or more of the Company’s total revenue.

During the nine months ended September 30, 2024, revenue from one customer accounted for approximately 10.1 % of the Company’s total revenue, through a related-party transaction.

Lessee Arrangements

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The Company’s leased assets and liabilities are as follows:

September 30,

Operating lease right-of-use assets, net

2 unchanged sentences

Three months ended

Six months ended

Nine months ended

September 30,

Operating lease cost

1 unchanged sentence

Total lease cost

Future minimum lease payments as of June 30, 2025, are as follows:

Future minimum lease payments as of September 30, 2025, are as follows:

Operating Leases

5 unchanged sentences

Supplemental Unaudited Consolidated and Combined Statements of Cash Flows Information

Six months ended June 30,

Nine months ended September 30,

Cash paid for amounts included in the measurement of lease liabilities:

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(a) The Company amended its corporate office lease whereby the maturity date was extended 10 years and certain rent terms were revised.

September 30,

Other Information

5 unchanged sentences

The Company receives rental income from the leasing of retail, office, multi-family, and other space under operating leases, as well as certain variable tenant recoveries.

Operating leases for our retail, office, and other properties are with a variety of tenants and have an average remaining term of approximately five years .

Operating leases for our retail, office, and other properties are with a variety of tenants and have an average remaining term of approximately seven years , excluding renewal options.

Lease terms generally vary among tenants and may include early termination options, extension options, and fixed rental rate increases or rental rate increases based on an index.

1 unchanged sentence

The Company elected the practical expedient to not separate lease components from non-lease components of its lease agreements for all classes of underlying assets.

During the three months ending June 30, 2025, an office tenant of Pier 17 exercised a termination option within its lease.

During the nine months ending September 30, 2025, an office tenant of Pier 17 exercised a termination option within its lease.

As a result of the tenant exercising the termination option, the lease term now expires three years earlier than the stated maturity date.

The Company received a $2.0 million payment during the three months ended June 30, 2025 upon exercise of the termination option.

The Company received a $ 2.0 million payment during the nine months ended September 30, 2025 upon exercise of the termination option.

An additional $ 2.0 million payment is due at the end of the revised term in February 2027.

The Company recorded the payment received during the three months ended June 30, 2025 in accounts payable and other liabilities on our Unaudited Consolidated Balance Sheet as of June 30, 2025 and the Company will recognize the payment as revenue on the Statement of Operations on a straight-line basis over the revised term of the lease.

The Company recorded the payment received during the nine months ended September 30, 2025 in accounts payable and other liabilities on our Unaudited Consolidated Balance Sheet as of September 30, 2025 and the

Company will recognize the payment as revenue on the Consolidated Statement of Operations on a straight-line basis over the revised term of the lease.

Minimum rent revenues related to commenced operating leases are as follows:

Three months ended June 30,

Six months ended June 30,

Three months ended September 30,

Nine months ended September 30,

Total minimum rent revenues

Total future minimum rents associated with operating leases are as follows as of June 30, 2025:

Total future minimum rents associated with operating leases are as follows as of September 30, 2025:

Total Minimum

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Stock-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive.

On the date of Separation, immediately prior to the Separation, there were 5,521,884 shares that were issued and outstanding .

This share amount is being utilized for the calculation of basic earnings (loss) per share attributable to common stockholders for all periods in 2024 because the Company was not a standalone public company prior to the date of Separation and there was no stock trading information available to calculate earnings (loss) per share attributable to common stockholders.

In addition, for all periods in 2024, the computation of diluted earnings per share equals the basic earnings (loss) per share attributable to common stockholders calculation since there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260 and since common stock equivalents were antidilutive due to losses from operations.

For the three and six months ended June 30, 2025 and 2024, loss per share attributable to common stockholders is computed as follows:

Three months ended June 30,

Six months ended June 30,

On the date of Separation, immediately prior to the Separation and as of September 30, 2024, there were 5,521,884 shares that were issued and outstanding .

This share amount is being utilized for the calculation of basic earnings (loss) per share attributable to common stockholders for the periods in 2024 prior to the date of Separation because the Company was not a standalone public company prior to the date of Separation and there was no stock trading information available to calculate earnings (loss) per share attributable to common stockholders.

In addition, for the periods in 2024 prior to the date of Separation, the computation of diluted earnings per share equals the basic earnings (loss) per share attributable to common stockholders calculation since there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260 and since common stock equivalents were antidilutive due to losses from operations.

For the three and nine months ended September 30, 2025 and 2024, loss per share attributable to common stockholders is computed as follows:

Three months ended September 30,

Nine months ended September 30,

in thousands, except per share data

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Three months ended

Six months ended

June 30, 2025

Nine months ended

September 30, 2025

Shares issuable upon exercise of restricted stock and restricted stock units

Shares issuable upon exercise of stock options

During the three months ended June 30, 2025, the Company had more shares vested than issued, impacting the calculation of the potential anti-dilutive impact on weighted average shares outstanding for the period.

Noncontrolling Interest in Subsidiary

On July 31, 2024, a subsidiary of HHH that became our subsidiary in connection with the Separation, issued 10,000 shares of 14.000 % Series A preferred stock, par value $ 0.01 per share, with an aggregate liquidation preference of $ 10.0 million.

The Series A Preferred Stock ranks senior to the Company’s interest in our subsidiary with respect to dividend rights and rights upon liquidation, dissolution and other considerations.

The Series A Preferred Stock ranks senior to the Company’s interest in our subsidiary with respect to dividend rights and rights upon liquidation, dissolution or winding up of the subsidiary.

The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed.

The Series A Preferred Stock is not redeemable by the Company prior to July 11, 2029 except under limited circumstances intended to preserve certain tax benefits for HHH.

Upon consolidation, the issued and outstanding preferred share interest is shown as Noncontrolling interest in subsidiary in our Unaudited Consolidated Balance Sheet as of June 30, 2025 and as of December 31, 2024 and the related dividends are reflected as Preferred distributions to noncontrolling interest in subsidiary in our Consolidated Statement of Operations during the three and six months ended June 30, 2025.

Upon consolidation, the issued and outstanding preferred share interest is shown as Noncontrolling interest in subsidiary in our Unaudited Consolidated Balance Sheet as of September 30, 2025 and as of December 31, 2024 and the related dividends are reflected as Preferred distributions to noncontrolling interest in subsidiary in our Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024.

The Company has three business segments that offer different products and services.

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The Company’s reportable segments are as follows:

● Hospitality – consists of restaurant and retail businesses in the Historic District, Pier 17, and the Tin Building by Jean-Georges that are owned, either wholly or through joint ventures, and operated by the Company or through license and management agreements.

● Hospitality – consists of restaurant and retail businesses in the Cobblestones, Pier 17, and the Tin Building by Jean-Georges that are owned, either wholly or through joint ventures, and operated by the Company or through

license and management agreements.

The hospitality segment also includes the equity interest in Jean-Georges Restaurants.

For the three and six months ended June 30, 2024, the net loss from the Tin Building by Jean-Georges is included in Equity in losses from unconsolidated ventures in the segment operating results below.

For the three and nine months ended September 30, 2024, the net loss from the Tin Building by Jean-Georges is included in Equity in losses from unconsolidated ventures in the segment operating results below.

● Entertainment – consists of baseball operations of the Aviators and Las Vegas Ballpark along with concert and other revenue generated at the Seaport in New York, New York.

● Landlord Operations – consists of the Company’s rental operations associated with over 478,000 square feet of properties situated in three primary locations at the Seaport in New York, New York:

Pier 17, Historic Area/Uplands, and Tin Building, as well as 250 Water Street.

Pier 17, Cobblestones, and Tin Building, as well as 250 Water Street.

Segment operating results are as follows:

1 unchanged sentence

Entertainment

Three months ended June 30, 2025

Three months ended September 30, 2025

Total revenues

2 unchanged sentences

Operating costs

Loss on assets held for sale

Total operating expenses

8 unchanged sentences

Income tax benefit (expense)

Three months ended June 30, 2024

Three months ended September 30, 2024

Total revenues

9 unchanged sentences

Interest income (expense)

Provision for impairment

Loss on early extinguishment of debt

7 unchanged sentences

Entertainment

Six months ended June 30, 2025

Nine months ended September 30, 2025

Total revenues

2 unchanged sentences

Operating costs

Loss on assets held for sale

Total operating expenses

8 unchanged sentences

Income tax benefit (expense)

Six months ended June 30, 2024

Nine months ended September 30, 2024

Total revenues

9 unchanged sentences

Interest income (expense)

Provision for impairment

Loss on early extinguishment of debt

6 unchanged sentences

The following represents assets by segment and the reconciliation of total segment assets to total assets in the Unaudited Consolidated Balance Sheets as of:

September 30,

Entertainment

5 unchanged sentences

Net Transfers from Former Parent

As discussed in Note 1 – Summary of Significant Accounting Policies in the basis of presentation section and below, net investment by Former Parent is primarily impacted by allocation of expenses for certain services related to shared functions provided by HHH prior to the Separation and contributions from HHH which are the result of net funding provided by or distributed to HHH.

As discussed in Note 1 – Summary of Significant Accounting Policies – Basis of Presentation – Prior to Separation and below, net investment by Former Parent is primarily impacted by allocation of expenses for certain services related to shared functions provided by HHH prior to the Separation and contributions from HHH which are the result of net funding provided by or distributed to HHH.

The components of net investment by Former Parent are:

Six months ended

Nine months ended

September 30,

Net investment by Former Parent as reflected in the Unaudited Combined Statement of Cash Flows

4 unchanged sentences

and (2) employee benefits and compensation, including stock-based compensation.

The Company’s Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 reflect an allocation of these costs.

The Company’s Unaudited Combined Financial Statements for the three and nine months ended September 30, 2024 reflect an allocation of these costs.

When specific identification or a direct attribution of costs based on time incurred for the Company’s benefit is not practicable, a proportional cost method is used, primarily based on revenue, headcount, payroll costs or other applicable measures.

1 unchanged sentence

Three months ended

Six months ended

Nine months ended

September 30,

Operating costs

3 unchanged sentences

Operating costs as provided in the table above include immaterial expenses recorded to hospitality costs and entertainment costs with the remainder recorded to operating costs.

During the six months ended June 30, 2024, the Company capitalized costs of $ 0.3 million and $ 0.2 million that were incurred by HHH for the Company’s benefit in Developments and Building and equipment, respectively.

The financial information herein may not necessarily reflect the combined financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, standalone entity during the period from January 1, 2024 to June 30, 2024 and for the full year ended December 31, 2024.

During the nine months ended September 30, 2024, the Company capitalized costs of $ 0.3 million and $ 0.2 million that were incurred by HHH for the Company’s benefit in Developments and Buildings and equipment, respectively.

The financial information herein may not necessarily reflect the combined financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, standalone entity during the entirety of the period from January 1, 2024 to September 30, 2024 and for the full year ended December 31, 2024.

Management believes that the methods used to allocate expenses to the Company are reasonable;

however, the allocations may not be indicative of actual expenses that would have been incurred had the Company operated as an independent, publicly traded company prior to the date of Separation.

Actual costs that the Company may have incurred had it been a standalone company during the three and six months ended June 30, 2024 would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Unless otherwise stated, these intercompany transactions between the Company and HHH have been included in the Unaudited Combined Financial Statements for the three and six months ended June 30, 2024 and are considered to be effectively settled at the time the transaction is recorded.

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statements of Cash Flows as a financing activity for the six months ended June 30, 2024 and in the Unaudited Consolidated Balance Sheets as an adjustment to additional paid-in capital as of June 30, 2025 and as of December 31, 2024.

Actual costs that the Company may have incurred had it been a standalone company for the entirety of the three and nine month periods ended September 30, 2024 would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Unless otherwise stated, these intercompany transactions between the Company and HHH have been included in the Unaudited Combined Financial Statements for the three and nine months ended September 30, 2024 and are considered to be effectively settled at the time the transaction is recorded.

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statements of Cash Flows as a financing activity for the nine months ended September 30, 2024 and in the Consolidated Balance Sheets as an adjustment to additional paid-in capital as of September 30, 2025 and as of December 31, 2024.

Stock Compensation

Prior to the Separation, the Company’s employees participated in HHH’s stock-compensation plan, and the Company was allocated a portion of stock compensation expense based on the services provided to the Company.

The non-cash stock compensation expense for employee services directly attributable to the Company totaled $( 0.6 ) million for the three months ended June 30, 2024, and $ 0.1 million for the six months ended June 30, 2024, and is included within general and administrative expenses in the Unaudited Combined Statements of Operations for the three and six months ended June 30, 2024.

These expenses are presented net of $( 0.1 ) million and $ 0.3 million capitalized to development projects during the three and six months ended June 30, 2024, respectively.

The non-cash stock compensation expense for employee services directly attributable to the Company totaled $ 0.2 million for the three months ended September 30, 2024, and $ 0.3 million for the nine months ended September 30, 2024, and is included within general and administrative expenses in the Unaudited Combined Statements of Operations for the three and nine months ended September 30, 2024.

These expenses are presented net of zero and $ 0.3 million capitalized to development projects during the three and nine months ended September 30, 2024, respectively.

Employee benefits and compensation expense, including stock-based compensation expense, related to the HHH employees who provided shared services to the Company prior to the Separation have also been allocated to the Company and are recorded in general and administrative expenses and included in the table above.

1 unchanged sentence

Prior to the Separation, HHH provided management services to the Company for managing its real estate assets and the Company reimbursed HHH for expenses incurred and paid HHH a management fee for services provided.

These landlord management fees amounted to $ 0.1 million and $ 0.2 million for the three and six months ended June 30, 2024.

As discussed in Note 2 – Investments in Unconsolidated Ventures , CCMC, a wholly owned indirect subsidiary of Jean-Georges Restaurants, which is a related party of the Company, also provided management services for certain of the Company’s retail and food and beverage businesses, either wholly owned or through partnerships with third parties.

These landlord management fees amounted to $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024.

As discussed in Note 2 – Investments in Unconsolidated Ventures – Jean-Georges Restaurants , CCMC, a wholly owned indirect subsidiary of Jean-Georges Restaurants, which is a related party of the Company, also provided management services for certain of the Company’s retail and food and beverage businesses, either wholly owned or through partnerships with third parties.

The Company’s businesses managed by CCMC included, but were not limited to, locations such as The Tin Building by Jean-Georges, The Fulton, and Malibu Farm.

1 unchanged sentence

Accordingly, employee compensation and benefits costs previously paid by, and reimbursed to, CCMC are now paid directly by the Company.

As of December 31, 2024, the Consolidated Balance Sheet reflects receivables for funds provided to CCMC to fund operations of $ 0.1 million with no corresponding receivable as of June 30, 2025.

As of June 30, 2025 and December 31, 2024, the Unaudited Consolidated Balance Sheets reflect accounts payable of $ 0.2 million and $ 0.5 million, respectively due to CCMC with respect to reimbursable expenses and management fees to be funded by the Company.

The Company’s related-party management fees due to CCMC amounted to 0.4 million and $ 0.6 million during the three months ended June 30, 2025 and 2024, respectively.

The Company’s related-party management fees due to CCMC amounted to $ 1.5 million and $ 1.1 million during the six months ended June 30, 2025 and 2024, respectively.

Related party management fees for the three and six months ended June 30, 2025 include $ 0.3 million and $ 0.9 million, respectively, of fees related to the Tin Building by Jean-Georges, a previously unconsolidated joint venture accounted for under the equity method.

As of December 31, 2024, the Consolidated Balance Sheet reflects receivables for funds provided to CCMC to fund operations of $ 0.1 million with no corresponding receivable as of September 30, 2025.

As of September 30, 2025 and December 31, 2024, the Unaudited Consolidated Balance Sheets reflect accounts payable of zero and $ 0.5 million, respectively, due to CCMC with respect to reimbursable expenses and management fees to be funded by the Company.

The Company’s related-party management fees due to CCMC amounted to zero million and $ 0.6 million during the three months ended September 30, 2025 and 2024, respectively.

The Company’s related-party management fees due to CCMC amounted to $ 1.5 million and $ 1.8 million during the nine months ended September 30, 2025 and 2024, respectively.

Related party management fees for the three and nine months ended September 30, 2025 include zero and $ 0.9 million, respectively, of fees related to the Tin Building by Jean-Georges, a previously unconsolidated joint venture accounted for under the equity method.

Refer to Note 2 – Investments in Unconsolidated Ventures for further information.

2 unchanged sentences

As a result, the Services Agreement has been terminated pursuant to its terms.

Related party license fees related to the License Agreements with a wholly owned subsidiary of Jean-Georges Restaurants for the three and nine months ended September 30, 2025 were $ 0.6 million.

In connection with the Separation, the Company entered into a transition services agreement with HHH that provides for the performance of certain services by HHH for our benefit for a period of time after the Separation.

During the three

and six months ended June 30, 2025, the Company recorded expenses of $ 23,000 and $ 0.1 million, respectively, related to this transition services agreement with HHH within general and administrative expenses.

During the three and nine months ended September 30, 2025, the Company recorded expenses of zero and $ 0.1 million, respectively, related to this transition services agreement with HHH within general and administrative expenses.

In connection with and prior to the Separation, on July 31, 2024, the variable rate mortgage related to 250 Water Street was refinanced.

3 unchanged sentences

In consideration of providing such guarantee, the Company entered into an Indemnity Fee Agreement with HHH and pays an annual guaranty fee equal to 2.0 % of the $ 61.3 million refinanced debt balance.

The Company capitalized $ 0.3 million and $ 0.6 million of such fees to Net investment in real estate in the three and six months ended June 30, 2025, respectively.

The Company capitalized $ 0.2 million and $ 0.8 million of such fees to Net investment in real estate in the three and nine months ended September 30, 2025, respectively.

Related-party Rental Revenue

2 unchanged sentences

As of January 1, 2025, the Company consolidates the Tin Building by Jean-Georges, and the rental revenue related to the applicable lease is eliminated in consolidation.

The Unaudited Consolidated Balance Sheets reflect accounts receivable generated by rental revenue earned by the Company of $ 0.5 million due from the Lawn Club as of June 30, 2025 and $ 0.2 million due from both ventures as of December 31, 2024.

During the three months ended June 30, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.3 million and $ 3.1 million, respectively.

During the six months ended June 30, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.5 million and $ 6.0 million, respectively.

This is primarily comprised of $ 2.9 million and $ 5.8 million from the Tin Building by Jean-Georges during the three and six months ended June 30, 2024.

The Unaudited Consolidated Balance Sheets reflect accounts receivable generated by rental revenue earned by the Company of $ 0.4 million due from the Lawn Club as of September 30, 2025 and $ 0.2 million due from both ventures as of December 31, 2024.

During the three months ended September 30, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.4 million and $ 3.1 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.9 million and $ 9.2 million, respectively.

This is primarily comprised of $ 2.9 million and $ 8.6 million from the Tin Building by Jean-Georges during the three and nine months ended September 30, 2024.

Related-party Other Receivables

As of June 30, 2025, the Unaudited Consolidated Balance Sheets includes a $ 0.1 million receivable mainly related to operating expenses to be reimbursed by the Lawn Club venture.

As of September 30, 2025, the Unaudited Consolidated Balance Sheets includes a $ 0.7 million receivable mainly related to operating expenses to be reimbursed by the Lawn Club venture.

There was no other receivable balance as of December 31, 2024.

Subsequent Events

Subsequent events and transactions were evaluated through the date the consolidated financial statements were issued.

On July 1, 2025, an indirect subsidiary of the Company provided notice to CCMC terminating certain management agreements between CCMC and affiliates of the Company.

As a result, the Services Agreement has been terminated pursuant to its terms.

Subsequent to September 30, 2025, the purchaser of 250 Water Street exercised its final option to extend the closing date.

In connection with this extension, the purchaser paid an additional $ 1.0 million, increasing the total purchase price of the asset by this payment.

As the asset was written down to its estimated fair value less costs to sell at September 30, 2025, this additional consideration is expected to decrease the loss on sale to be recognized subsequent to quarter end.

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements