Seaport Entertainment Group Inc. 10-Q

Item 1. Financial Statements SEAPORT ENTERTAINMENT GROUP INC. Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, ​ ​ 2025 2024 in thousands, except par value amounts ​ (unaudited) ​ ​ ​ ASSETS ​ ​ Buildings and equipment ​ $ 538,948 ​ $ 522,667 Less: accumulated depreciation ​ ( 221,205 ) ​ ( 215,484 ) Land ​ 9,497 ​ 9,497 Developments ​ — ​ 146,461 Net investment in real estate ​ 327,240 ​ 463,141 Assets held for sale ​ ​ 144,425 ​ ​ — Investments in unconsolidated ventures ​ 16,511 ​ 28,326 Cash and cash equivalents ​ 106,215 ​ 165,667 Restricted cash ​ 10,585 ​ 2,178 Accounts receivable, net ​ 9,856 ​ 5,246 Deferred expenses, net ​ 3,963 ​ 4,515 Operating lease right-of-use assets, net ​ 45,493 ​ 38,682 Other assets, net ​ 34,786 ​ 35,801 Total assets ​ $ 699,074 ​ $ 743,556 ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ Mortgages payable, net ​ $ 39,345 ​ $ 101,593 Mortgages payable related to assets held for sale ​ ​ 61,300 ​ ​ — Operating lease obligations ​ 56,260 ​ 47,470 Accounts payable and other liabilities ​ 46,428 ​ 23,111 Total liabilities ​ 203,333 ​ 172,174 ​ ​ ​ ​ ​ EQUITY ​ ​ ​ Preferred stock, $ 0.01 par value, 20,000 shares authorized, none issued or outstanding ​ ​ — ​ ​ — Common stock, $ 0.01 par value, 480,000 shares authorized, 12,735 issued and outstanding as of September 30, 2025 and 12,708 issued and outstanding as of December 31, 2024 ​ ​ 127 ​ ​ 127 Additional paid in capital ​ ​ 617,250 ​ ​ 613,015 Accumulated deficit ​ ( 131,536 ) ​ ( 51,660 ) Total stockholders' equity ​ 485,841 ​ 561,482 Noncontrolling interest in subsidiary ​ ​ 9,900 ​ ​ 9,900 Total equity ​ ​ 495,741 ​ ​ 571,382 Total liabilities and equity ​ $ 699,074 ​ $ 743,556 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 5 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated and Combined Statements of Operations (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, Nine months ended September 30, in thousands, except per share data 2025 2024 ​ 2025 2024 REVENUES ​ ​ ​ ​ Hospitality revenue ​ $ 16,603 ​ $ 8,954 ​ $ 39,515 ​ $ 22,084 Entertainment revenue ​ 22,151 ​ 23,243 ​ 46,268 ​ 43,960 Rental revenue ​ 5,614 ​ 6,639 ​ 13,635 ​ 19,990 Other revenue ​ 682 ​ 594 ​ 1,502 ​ 1,577 Total revenues ​ 45,050 ​ 39,430 ​ 100,920 ​ 87,611 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EXPENSES ​ ​ ​ ​ Hospitality costs ​ 19,919 ​ 9,260 ​ 53,506 ​ 25,221 Entertainment costs ​ 20,285 ​ 19,671 ​ 42,643 ​ 40,977 Operating costs ​ 7,393 ​ 9,375 ​ 23,156 ​ 28,313 General and administrative ​ 17,932 ​ 18,319 ​ 36,005 ​ 53,486 Depreciation and amortization ​ 6,931 ​ 7,694 ​ 21,603 ​ 21,101 Total expenses ​ 72,460 ​ 64,319 ​ 176,913 ​ 169,098 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER ​ ​ ​ ​ Loss on assets held for sale ​ ( 3,988 ) ​ — ​ ( 3,988 ) ​ — Other income (loss), net ​ ( 2,500 ) ​ 4,798 ​ ( 2,626 ) ​ 4,715 Total other ​ ( 6,488 ) ​ 4,798 ​ ( 6,614 ) ​ 4,715 Operating loss ​ ( 33,898 ) ​ ( 20,091 ) ​ ( 82,607 ) ​ ( 76,772 ) Interest income (expense) ​ ( 128 ) ​ ( 3,133 ) ​ 1,667 ​ ( 8,889 ) Equity in earnings (losses) from unconsolidated ventures ​ 1,162 ​ ( 7,487 ) ​ 2,114 ​ ( 24,125 ) Loss on extinguishment of debt ​ ​ — ​ ​ ( 1,563 ) ​ ​ — ​ ​ ( 1,563 ) Loss before income taxes ​ ( 32,864 ) ​ ( 32,274 ) ​ ( 78,826 ) ​ ( 111,349 ) Income tax expense (benefit) ​ — ​ — ​ — ​ — Net loss ​ ​ ( 32,864 ) ​ ​ ( 32,274 ) ​ ​ ( 78,826 ) ​ ​ ( 111,349 ) Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 350 ) ​ ​ ( 237 ) ​ ​ ( 1,050 ) ​ ​ ( 237 ) Net loss attributable to common stockholders ​ $ ( 33,214 ) ​ $ ( 32,511 ) ​ $ ( 79,876 ) ​ $ ( 111,586 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total weighted average shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 12,720 ​ ​ 5,522 ​ ​ 12,704 ​ ​ 5,522 Diluted ​ ​ 12,720 ​ ​ 5,522 ​ ​ 12,704 ​ ​ 5,522 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 2.61 ) ​ $ ( 5.89 ) ​ $ ( 6.29 ) ​ $ ( 20.21 ) Diluted ​ $ ( 2.61 ) ​ $ ( 5.89 ) ​ $ ( 6.29 ) ​ $ ( 20.21 ) ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 6 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated and Combined Statements of Cash Flows (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, in thousands 2025 2024 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ Net loss ​ $ ( 78,826 ) ​ $ ( 111,349 ) Adjustments to reconcile net loss to cash used in operating activities: ​ ​ ​ ​ Depreciation ​ 18,856 ​ 18,479 Amortization ​ 2,747 ​ 2,622 Amortization of deferred financing costs ​ 40 ​ 462 Straight-line rent amortization ​ 1,979 ​ ( 616 ) Stock compensation expense ​ 14,016 ​ 958 Other ​ 2,845 ​ — Loss on extinguishment of debt ​ ​ — ​ ​ 1,563 Loss on assets held for sale ​ ​ 3,988 ​ ​ — Equity in earnings (losses) from unconsolidated ventures, net of distributions and impairment charges ​ ( 2,114 ) ​ 24,607 Provision for (recovery of) doubtful accounts ​ ( 681 ) ​ 4,472 Net Changes: ​ ​ ​ ​ Accounts receivable ​ ( 3,085 ) ​ ( 2,437 ) Other assets and deferred expenses ​ 212 ​ ( 575 ) Deferred expenses ​ ( 181 ) ​ ( 161 ) Accounts payable and other liabilities ​ 13,644 ​ 14,004 Cash used in operating activities ​ ( 26,560 ) ​ ( 47,971 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ Operating property improvements ​ ( 22,192 ) ​ ( 2,980 ) Property development and redevelopment ​ ( 5,748 ) ​ ( 58,194 ) Cash and restricted cash received upon consolidation of previously unconsolidated entity ​ ​ 685 ​ ​ — Investments in unconsolidated ventures ​ — ​ ( 21,510 ) Distributions from unconsolidated ventures ​ 6,183 ​ 484 Cash used in investing activities ​ ( 21,072 ) ​ ( 82,200 ) ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ Deferred financing costs ​ ​ — ​ ​ ( 472 ) Principal payments on mortgages payable ​ ( 988 ) ​ ( 54,640 ) Taxes paid on restricted stock vesting ​ ​ ( 1,169 ) ​ ​ — Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 1,050 ) ​ ​ ( 237 ) Fees paid in connection with equity issuances ​ ( 206 ) ​ — Net investment by Former Parent ​ — ​ 169,443 Cash (used in) provided by financing activities ​ ( 3,413 ) ​ 114,094 ​ ​ ​ ​ ​ ​ ​ Net change in cash, cash equivalents and restricted cash ​ ( 51,045 ) ​ ( 16,077 ) Cash, cash equivalents and restricted cash at beginning of period ​ 167,845 ​ 43,845 Cash, cash equivalents and restricted cash at end of period ​ 116,800 ​ 27,768 ​ ​ ​ ​ ​ ​ ​ RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH ​ ​ ​ ​ ​ Cash and cash equivalents ​ 106,215 ​ 23,727 Restricted cash ​ 10,585 ​ 4,041 Cash, cash equivalents and restricted cash at end of period ​ $ 116,800 ​ $ 27,768 ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 6,594 $ 9,561 Interest capitalized ​ ​ 4,193 ​ ​ 667 ​ ​ ​ ​ ​ ​ ​ NON-CASH TRANSACTIONS ​ ​ ​ ​ ​ ​ Accrued property improvements, developments, and redevelopments $ ( 585 ) $ ( 12,142 ) Capitalized stock compensation ​ ​ 137 ​ ​ 319 ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 7 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated and Combined Statements of Equity (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock ​ Net investment ​ Additional paid ​ Accumulated ​ Stockholders' ​ Noncontrolling ​ ​ in thousands Shares Amount by Former Parent in capital deficit equity interest Total equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2023 ​ — ​ — ​ $ 384,893 ​ — ​ — ​ 384,893 ​ — ​ $ 384,893 Net loss ​ — ​ — ​ ​ ( 44,078 ) ​ — ​ — ​ ( 44,078 ) ​ — ​ ​ ( 44,078 ) Net investment by Former Parent ​ — ​ — ​ ​ 48,317 ​ — ​ — ​ 48,317 ​ — ​ ​ 48,317 Balance, March 31, 2024 ​ — ​ — ​ $ 389,132 ​ — ​ — ​ 389,132 ​ — ​ $ 389,132 Net loss ​ — ​ — ​ ​ ( 34,997 ) ​ — ​ — ​ ( 34,997 ) ​ — ​ ​ ( 34,997 ) Net transfers from Former Parent ​ — ​ — ​ ​ 26,596 ​ — ​ — ​ 26,596 ​ — ​ ​ 26,596 Balance, June 30, 2024 ​ — ​ — ​ $ 380,731 ​ — ​ — ​ 380,731 ​ — ​ $ 380,731 Net loss ​ — ​ — ​ ​ ( 22,478 ) ​ — ​ ( 10,033 ) ​ ( 32,511 ) ​ 237 ​ ​ ( 32,274 ) Net transfers from Former Parent ​ — ​ — ​ ​ 94,779 ​ — ​ — ​ 94,779 ​ — ​ ​ 94,779 Issuance of noncontrolling interests ​ — ​ — ​ ​ ( 9,900 ) ​ — ​ — ​ ( 9,900 ) ​ 9,900 ​ ​ — Reclassification of net parent investment to common stock and additional paid in capital ​ 5,522 ​ 55 ​ ​ ( 443,132 ) ​ 443,077 ​ — ​ — ​ — ​ ​ — Preferred distributions to noncontrolling interest in subsidiary ​ — ​ — ​ ​ — ​ — ​ — ​ — ​ ( 237 ) ​ ​ ( 237 ) Stock compensation ​ 182 ​ 2 ​ ​ — ​ 706 ​ — ​ 708 ​ — ​ ​ 708 Balance, September 30, 2024 ​ 5,704 ​ 57 ​ $ — ​ 443,783 ​ ( 10,033 ) ​ 433,807 ​ 9,900 ​ $ 443,707 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2024 ​ 12,708 ​ 127 ​ $ — ​ 613,015 ​ ( 51,660 ) ​ 561,482 ​ 9,900 ​ $ 571,382 Net income (loss) ​ — ​ — ​ ​ — ​ — ​ ( 31,888 ) ​ ( 31,888 ) ​ 350 ​ ​ ( 31,538 ) Preferred distributions to noncontrolling interest in subsidiary ​ — ​ — ​ ​ — ​ — ​ — ​ — ​ ( 350 ) ​ ​ ( 350 ) Fees in connection with the Rights Offering ​ — ​ — ​ ​ — ​ ( 12 ) ​ — ​ ( 12 ) ​ — ​ ​ ( 12 ) Shares acquired to satisfy minimum required tax withholding on vesting restricted stock ​ ( 18 ) ​ — ​ ​ — ​ ( 508 ) ​ — ​ ( 508 ) ​ — ​ ​ ( 508 ) Stock compensation ​ 9 ​ — ​ ​ — ​ 2,085 ​ — ​ 2,085 ​ — ​ ​ 2,085 Balance, March 31, 2025 ​ 12,699 ​ 127 ​ ​ — ​ 614,580 ​ ( 83,548 ) ​ 531,159 ​ 9,900 ​ ​ 541,059 Net income (loss) ​ — ​ — ​ — ​ — ​ ( 14,774 ) ​ ( 14,774 ) ​ 350 ​ ( 14,424 ) Preferred distributions to noncontrolling interest in subsidiary ​ — ​ — ​ ​ — ​ — ​ — ​ — ​ ( 350 ) ​ ​ ( 350 ) Fees in connection with the Rights Offering ​ — ​ — ​ ​ — ​ ( 194 ) ​ — ​ ( 194 ) ​ — ​ ​ ( 194 ) Shares acquired to satisfy minimum required tax withholding on vesting restricted stock ​ ( 5 ) ​ — ​ ​ — ​ ( 97 ) ​ — ​ ( 97 ) ​ — ​ ​ ( 97 ) Stock compensation ​ 4 ​ — ​ ​ — ​ 1,811 ​ — ​ 1,811 ​ — ​ ​ 1,811 Balance, June 30, 2025 ​ 12,698 ​ 127 ​ ​ — ​ 616,100 ​ ( 98,322 ) ​ 517,905 ​ 9,900 ​ ​ 527,805 Net income (loss) ​ — ​ — ​ — ​ — ​ ( 33,214 ) ​ ( 33,214 ) ​ 350 ​ ( 32,864 ) Preferred distributions to noncontrolling interest in subsidiary ​ — ​ — ​ ​ — ​ — ​ — ​ — ​ ( 350 ) ​ ​ ( 350 ) Fees in connection with the Rights Offering ​ — ​ — ​ ​ — ​ — ​ — ​ — ​ — ​ ​ — Shares acquired to satisfy minimum required tax withholding on vesting restricted stock ​ ( 20 ) ​ — ​ ​ — ​ ( 562 ) ​ — ​ ( 562 ) ​ — ​ ​ ( 562 ) Stock compensation ​ 57 ​ — ​ ​ — ​ 1,712 ​ — ​ 1,712 ​ — ​ ​ 1,712 Balance, September 30, 2025 ​ 12,735 ​ 127 ​ $ — ​ 617,250 ​ ( 131,536 ) ​ 485,841 ​ 9,900 ​ $ 495,741 ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 8 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Notes to Consolidated and Combined Financial Statements (Dollars in thousands, unless otherwise stated) (Unaudited) 1. Summary of Significant Accounting Policies Description of the Company Seaport Entertainment Group Inc. (“Seaport Entertainment Group,” “SEG,” the “Company,” “we,” “our” and “us”) is a Delaware corporation and was incorporated in 2024 in connection with, and anticipation of, Howard Hughes Holdings Inc.’s (“HHH” or “Former Parent”) spin-off of its entertainment-related assets in New York City and Las Vegas. The separation of Seaport Entertainment Group from HHH (the “Separation”), which was achieved through HHH’s pro rata distribution of 100 % of the then-outstanding shares of common stock of Seaport Entertainment Group to holders of HHH common stock, was completed on July 31, 2024. Following the completion of the Separation, Seaport Entertainment Group became an independent, publicly traded company. On August 1, 2024, the Company’s common stock began trading on the NYSE American LLC under the symbol “SEG”. On June 30, 2025, the Company transferred the listing of the Company’s common stock from the NYSE American LLC to the New York Stock Exchange, continuing to trade under the symbol “SEG.” The Company was formed to own, operate and develop a unique collection of assets positioned at the intersection of entertainment and real estate and consists of three operating segments: (1) Hospitality; (2) Entertainment (previously Sponsorships, Events, and Entertainment); and (3) Landlord Operations. Our assets, which are primarily concentrated in New York City and Las Vegas, include the Seaport in Lower Manhattan (the “Seaport”), a 25 % minority interest in Jean-Georges Restaurants (defined below) as well as other partnerships, the Las Vegas Aviators Triple-A baseball team (the “Aviators”) and the Las Vegas Ballpark and an interest in and to 80 % of the air rights above the Fashion Show mall in Las Vegas. On July 31, 2024, in connection with the Separation, the Company entered into several agreements with HHH that govern the relationship between HHH and the Company following the Separation, including a separation and distribution agreement, tax matters agreement, employee matters agreement, and transition services agreement. The Former Parent retained no ownership interest in the Company following the Separation. ​ Principles of Consolidation and Combination and Basis of Presentation The accompanying Unaudited Consolidated and Combined Financial Statements represent the assets, liabilities, and operations of Seaport Entertainment Group Inc. as well as the assets, liabilities, and operations related to the Seaport Entertainment division of HHH prior to the Separation that were transferred to Seaport Entertainment Group Inc. on July 31, 2024 in connection with the Separation. Prior to the Separation, we operated as part of HHH and not as a standalone company. Our financial statements for the periods until the Separation on July 31, 2024 are combined financial statements prepared on a carve-out basis derived from the accounting records of HHH. 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 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. 9 Table of Contents 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 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. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared under GAAP have been condensed or omitted. In our opinion, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. These financial statements should be read in conjunction with our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2024. Basis of Presentation - Prior to Separation 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. All significant intercompany transactions within the Company have been eliminated. 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 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; and (2) employee benefits and compensation, including stock-based compensation. These expenses have been allocated to the Company on the basis of direct time spent on Company projects where identifiable, with the remainder allocated on a basis of revenue, headcount, payroll costs, or other applicable measures. For an additional discussion and quantification of expense allocations, see Note 12 – Related-Party Transactions . 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. 10 Table of Contents 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. Following the Separation, the Company files its own tax return and the income tax provision reflects the Company’s tax balances that are realizable. 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 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 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 . Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions include, but are not limited to, capitalization of development costs, provision for income taxes, future cash flows used in impairment analysis and fair value used in impairment calculations, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets acquired and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs. Actual results could differ from these and other estimates. Reclassification 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 $ 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 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. 11 Table of Contents Segments Segment information is prepared on the same basis that management reviews information for operational decision-making purposes. Management evaluates the performance of each of the Company’s real estate assets and investments individually and combines such properties and investments into segments based on their economic characteristics and types of revenue streams. As of January 1, 2025, the Company’s reportable operating segments are as follows: (i) Hospitality, (ii) Entertainment (previously Sponsorships, Events, and Entertainment), and (iii) Landlord Operations. Fair Value Measurements For assets and liabilities accounted for or disclosed at fair value, the Company utilizes the fair value hierarchy established by the accounting guidance for fair value measurements and disclosures to categorize the inputs to valuation techniques used to measure fair value into three levels. The three levels of inputs are as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with maturities at date of purchase of three months or less and deposits with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high-quality institutions in order to minimize the concentration of counterparty credit risk. 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 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 Accounts receivable includes tenant receivables, straight-line rent receivables, and other receivables. On a quarterly basis, management reviews tenant receivables and straight-line rent assets for collectability. As required under ASC 842 Leases (ASC 842), this analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends. When full collection of a lease receivable or future lease payment is not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis. The Company also records reserves for estimated losses under ASC 450 Contingencies (ASC 450) if the estimated losses are probable and can be reasonably estimated. Other receivables are primarily related to short-term trade receivables. The Company is exposed to credit losses through the sale of goods and services to customers. 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 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. 12 Table of Contents 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, December 31, in thousands ​ 2025 ​ 2024 Tenant receivables ​ $ 1,593 ​ $ 285 Straight-line rent receivables ​ 2,920 ​ 2,780 Other receivables ​ 5,343 ​ 2,181 Accounts receivable, net (a) ​ $ 9,856 ​ $ 5,246 (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 September 30, Nine months ended September 30, in thousands 2025 2024 ​ 2025 2024 Statements of Operations Location ​ ​ ​ ​ Rental revenue ​ $ 317 ​ $ 970 ​ $ ( 429 ) ​ $ 1,427 Hospitality costs ​ ​ ( 2 ) ​ ​ ( 77 ) ​ ​ ( 21 ) ​ ​ 24 Entertainment costs ​ ​ 114 ​ ​ 321 ​ ​ ( 276 ) ​ ​ 1,961 Operating costs ​ 15 ​ 54 ​ 45 ​ 573 Total (income) expense impact ​ $ 444 ​ $ 1,268 ​ $ ( 681 ) ​ $ 3,985 ​ 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 13 Table of Contents Operations. Subsequent to the Separation, the Company issued stock options, restricted stock and restricted stock units. Stock-based compensation expense is measured based on the grant date fair value of those awards and is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, except for shares of stock granted to non-employee directors which, unless otherwise provided under the applicable award agreement, are fully vested, and are expensed at the grant date. Stock-based compensation expense is based on awards outstanding, and forfeitures are recognized as they occur. Stock-based compensation expense is included as part of expenses in the accompanying Unaudited Consolidated and Combined Statements of Operations. Earnings (Loss) per Share For the periods ending after the date of Separation, basic earnings per share (“EPS”) attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS reflects the effect of the assumed vesting of restricted stock, restricted stock units and the exercise of stock options only in the periods in which such effect would have been dilutive. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents would be antidilutive due to losses from continuing operations. Impairment The Company reviews its long-lived assets (including those held by its unconsolidated ventures) for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as occupancy, rental rates, capital requirements and sales values that could differ materially from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision is recorded to write down the carrying amount of the asset to its fair value. 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. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset. Assets that have been impaired will in the future have lower depreciation and cost of sale expenses. Revenue Recognition and Related Matters Hospitality Revenue Hospitality revenue is generated by the Seaport restaurants and the Tin Building by Jean-Georges (as defined below) through customer transactions or through agreements with sponsors. The customer transaction price is the net amount collected from the customer and is recognized as revenue at a point in time when the food or beverage is provided to the customer. These transactions are ordinarily settled with cash or credit card over a short period of time. Sponsorship related revenue is recognized on a straight-line basis over the contractual period of time. 14 Table of Contents Entertainment Revenue Entertainment revenue related to contracts with customers is generally comprised of baseball-related ticket sales, concert-related ticket sales, events-related service revenue, concession sales, and related advertising and sponsorships revenue. Baseball season ticket sales are recognized over time as games take place. Single baseball and concert tickets are recognized at a point in time as the games and concerts take place. Baseball and concert ticket-related payments are made in advance or on the day of the event. Events-related service revenue is recognized at the time the customer receives the benefit of the service, with a portion of related payments made in advance, as per the agreements, and the remainder of the payment made on the day of the event. For concession sales, the transaction price is the net amount collected from the customer at the time of service and revenue is recognized at a point in time when the food or beverage is provided to the customer. In all other cases, the transaction prices are fixed, stipulated in the ticket, and representative in each case of a single performance obligation. Baseball-related and other advertising and sponsorship agreements allow third parties to display their advertising and products at the Company’s venues for a certain amount of time and relate to a single performance obligation. The agreements generally cover a baseball season or other contractual period of time, and the related revenue is generally recognized on a straight-line basis over time, as time elapses, unless a specific performance obligation exists within the sponsorship contract where point-in-time delivery occurs and recognition at a specific performance or delivery date is more appropriate. Consideration terms for these services are fixed in each respective agreement and paid in accordance with individual contractual terms. Entertainment revenue is disclosed net of any refunds, which are settled and recorded at the time of an event cancellation. The Company does not accrue or estimate any obligations related to refunds. 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, 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. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported by tenants. Minimum rent revenues also include amortization related to above and below-market tenant leases on acquired properties. Rent payments for landlord assets are due on the first day of each month during the lease term. Recoveries from tenants are stipulated in the leases, are generally computed based upon a formula related to real estate taxes, insurance, and other real estate operating expenses, and are generally recognized as revenues in the period the related costs are incurred. Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease. If the lease provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, rental revenue begins when the improvements are substantially complete. When the tenant is the owner of the tenant improvements, any tenant allowance funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term. Other Revenue Other revenue is comprised of sponsorship agreement revenue on our Landlord Operations assets and other miscellaneous revenue. Sponsorship related revenue is recognized on a straight-line basis over the contractual period of time. Other miscellaneous revenue is recognized at a point in time, at the time of sale when payment is received, and the customer receives the good or service. 15 Table of Contents Recently Issued or Adopted Accounting Standards In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. 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 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): Disaggregation of Income Statement Expenses. The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. 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 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): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard introduces a practical expedient for all entities and an accounting policy election for entities other than public business entities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. 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 consolidated and combined financial statements and related disclosures. ​ ​ 2. Investments in Unconsolidated Ventures In the normal course of business, the Company enters into partnerships and ventures with an emphasis on investments associated with businesses that operate at the Company’s real estate assets and other hospitality investments. The Company does not consolidate the investments in the periods presented below as it does not have a controlling financial interest in these ventures. As such, the Company primarily reports its interests in accordance with the equity method. Additionally, the Company evaluates its equity method investments for significance in accordance with Regulation S-X, Rule 3-09 and Regulation S-X, Rule 4-08(g) and presents separate annual financial statements or summarized financial information, respectively, as required by those rules. Investments in unconsolidated ventures consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest (a) Carrying Value Share of Earnings (Losses)/ Distributions ​ Share of Earnings (Losses)/ Distributions ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ Nine months ended ​ September 30, December 31, September 30, December 31, September 30, September 30, in thousands except percentages 2025 2024 2025 2024 2025 2024 2025 2024 Equity Method Investments ​ ​ ​ ​ ​ ​ The Lawn Club (b) 50 % 50 % $ 1,997 ​ $ 6,103 ​ $ 1,455 ​ $ 388 ​ $ 2,077 ​ $ 456 Ssäm Bar (e) ​ — % — % ​ — ​ ​ — ​ ​ — ​ ​ 181 ​ ​ — ​ ​ 181 Tin Building by Jean-Georges (b) (c) (d) 100 % 65 % — ​ 7,746 ​ — ​ ( 7,903 ) ​ — ​ ( 24,459 ) Jean-Georges Restaurants 25 % 25 % 14,514 ​ 14,477 ​ ( 293 ) ​ ( 153 ) ​ 37 ​ ( 303 ) Investments in unconsolidated ventures ​ $ 16,511 ​ $ 28,326 ​ $ 1,162 ​ $ ( 7,487 ) ​ $ 2,114 ​ $ ( 24,125 ) (a) Ownership interests presented reflect the Company’s stated ownership interest, or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities. (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 16 Table of Contents 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. Refer to discussion below for additional details. (d) On June 30, 2025, the Company’s ownership interest in the Tin Building by Jean-Georges increased to 100 % through the execution of membership interest transfers from HHC Seafood Market Member, LLC, an indirect subsidiary of the Company (“HHC Seafood”), and VS-Fulton Seafood Market LLC, a wholly owned subsidiary of Jean-Georges Restaurants (“Fulton Partner” and together with HHC Seafood, the “Assignors”) to a wholly owned subsidiary of the Company. 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 In 2021, the Company formed HHC Lawn Games, LLC with The Lawn Club NYC, LLC (“Endorphin Ventures”), to construct and operate an immersive indoor and outdoor restaurant that includes an extensive area of indoor grass, a stylish clubhouse bar, and a wide variety of lawn games. This concept opened in the fourth quarter of 2023. Under the terms of the initial LLC agreement, the Company funded 80 % of the cost to construct the restaurant, and Endorphin Ventures contributed the remaining 20 %. In October 2023, the members executed an amended LLC agreement, pursuant to which the Company agreed to fund 90 % of any remaining capital requirements for the venture, and Endorphin Ventures agreed to fund 10 % of any remaining capital requirements for the venture. The Company recognizes its share of income or loss based on the joint venture distribution priorities, which could fluctuate over time. Upon the return of each member’s contributed capital and a preferred return to the Company, distributions and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest. 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. Ss ä m Bar 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 Company purchased a 25 % interest in Jean-Georges Restaurants in March 2022 as discussed below. On June 30, 2025, the Assignors entered into a membership interest transfer agreement pursuant to which the Assignors transferred 100 % of their interests in the Tin Building by Jean-Georges to an indirect subsidiary of the Company. As a result of the transfer, an indirect subsidiary of the Company became the sole member of the Tin Building by Jean-Georges. The Company owns 100 % of the Tin Building and leased 100 % of the space to the Tin Building by Jean-Georges joint venture. Throughout these Unaudited Notes to the Consolidated and Combined Financial Statements, references to the Tin Building relate to the Company’s 100 % owned landlord operations and references to the Tin Building by Jean-Georges refer to the hospitality business in which the Company previously had an equity ownership interest, and, as of June 30, 2025, owns 100% of the equity interests. 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 17 Table of Contents 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. The Tin Building was completed and placed in service during the third quarter of 2022 and the Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022. The Tin Building by Jean-Georges was previously classified as a variable interest entity. As of January 1, 2025, in conjunction with the internalization of food and beverage operations, the Company, through employing the management team personnel and directing the operating activities that most significantly impact the Tin Building by Jean-Georges’ economic performance, became the primary beneficiary of the Tin Building by Jean-Georges and began consolidating the Tin Building by Jean-Georges into the Company’s financial statements. In accordance with ASC 805, identifiable assets and liabilities assumed were recorded at their estimated fair values on the date of consolidation. The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management and is preliminary and subject to change. We will continue to obtain information to assist in determining the fair value of net assets assumed during the measurement period. The Company expects to finalize these amounts as soon as possible but no later than one year from the date of consolidation. The table below presents the preliminary allocation to the estimated fair value of identifiable assets and liabilities assumed: ​ ​ ​ ​ ​ in thousands Preliminary Purchase Price Allocation Building and equipment ​ $ 7,174 Cash and cash equivalents ​ ​ 685 Accounts receivable, net ​ ​ 825 Other assets, net ​ ​ 1,564 Total assets ​ ​ 10,248 Accounts payable and other liabilities ​ ​ ( 2,502 ) Total liabilities ​ ​ ( 2,502 ) Net assets assumed ​ $ 7,746 ​ 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 nine months ended September 30, 2024. Relevant financial statement information is summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Nine months ended ​ ​ September 30, ​ September 30, in thousands 2024 2024 Income Statement ​ ​ ​ ​ ​ ​ Revenues ​ $ 8,288 ​ $ 23,694 Gross Margin ​ ​ 5,674 ​ ​ 15,880 Net Loss ​ ​ ( 7,903 ) ​ ​ ( 24,459 ) ​ 18 Table of Contents Jean-Georges Restaurants In March 2022, the Company acquired a 25 % interest in JG Restaurant HoldCo LLC (“Jean-Georges Restaurants”) for $ 45.0 million from JG TopCo LLC (“Jean-Georges”). Jean-Georges Restaurants currently has over 40 hospitality offerings and a pipeline of new concepts. The Company accounts for its ownership interest in accordance with the equity method and recorded its initial investment at cost, inclusive of legal fees and transaction costs. Under the terms of the current operating agreement, all cash distributions and the recognition of income-producing activities will be pro rata based on stated ownership interest. Concurrent with the Company’s acquisition of the 25 % interest in Jean-Georges Restaurants, the Company entered into a warrant agreement with Jean-Georges. The Company paid $ 10.0 million for the option to acquire up to an additional 20 % interest in Jean-Georges Restaurants at a fixed exercise price per share subject to certain anti-dilution provisions. Should the warrant agreement be exercised by the Company, the $ 10.0 million will be credited against the aggregate exercise price of the warrants. The warrant became exercisable on March 2, 2022, subject to automatic exercise in the event of dissolution or liquidation and will expire on March 2, 2026. The Company elected the measurement alternative for this purchase option as the equity security does not have a readily determinable fair value. As such, the investment is measured at cost, less any identified impairment charges. 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. Pursuant to the various management agreements, CCMC was responsible for employment and/or supervision of all employees providing services for the food and beverage operations and restaurants as well as the day-to-day operations and accounting for the food and beverage operations. Effective January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, the Company hired and onboarded employees of CCMC and entered into a services agreement (the “Services Agreement”) with CCMC to provide the necessary employees and services for CCMC to perform CCMC’s responsibilities under the various management agreements. ​ On June 30, 2025, indirect subsidiaries of the Company and wholly owned subsidiaries of Jean-Georges Restaurants entered into license agreements with respect to the license of certain intellectual property of Jean-Georges Restaurants for the Tin Building by Jean-Georges and the Fulton Restaurant (collectively, the “License Agreements”). As part of the restructuring transactions described above and in consideration of entry into the License Agreements, 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. ​ 3. Other Assets and Liabilities Other Assets, net The following table summarizes the significant components of Other assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, in thousands ​ 2025 ​ 2024 Intangibles ​ $ 15,013 ​ $ 17,379 Security and other deposits ​ 10,979 ​ 11,116 Food and beverage and merchandise inventory ​ 2,406 ​ 1,875 Prepaid expenses ​ 6,222 ​ 4,862 Other ​ 166 ​ 569 Other assets, net ​ $ 34,786 ​ $ 35,801 ​ 19 Table of Contents Accounts Payable and Other Liabilities The following table summarizes the significant components of Accounts payable and other liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, in thousands ​ 2025 ​ 2024 Deferred income ​ $ 1,950 ​ $ 3,946 Accounts payable and accrued expenses ​ 23,535 ​ 10,998 Construction payables ​ — ​ 73 Accrued payroll and other employee liabilities ​ 6,687 ​ 5,961 Accrued interest ​ 1,152 ​ 84 Tenant and other deposits ​ 7,207 ​ 682 Other ​ 5,897 ​ 1,367 Accounts payable and other liabilities ​ $ 46,428 ​ $ 23,111 ​ ​ 4. Mortgages Payable, Net Mortgages Payable Mortgages payable, net are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, in thousands ​ 2025 ​ 2024 Fixed-rate debt ​ ​ ​ ​ ​ ​ Secured mortgages payable ​ $ 40,101 ​ $ 41,087 Variable-rate debt ​ ​ ​ ​ ​ ​ Secured mortgages payable ​ — ​ 61,300 Unamortized deferred financing costs ​ ( 756 ) ​ ( 794 ) Mortgages payable, net ​ $ 39,345 ​ $ 101,593 Secured mortgages payable related to assets held for sale (1) ​ ​ 61,300 ​ ​ — Mortgages payable related to assets held for sale ​ $ 61,300 ​ $ — (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 September 30, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development. 20 Table of Contents The following table summarizes the Company’s secured mortgages payable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 December 31, 2024 ​ ​ ​ Interest ​ ​ ​ Interest ​ $in thousands ​ Principal ​ Rate ​ Maturity Date ​ Principal ​ Rate ​ Maturity Date Fixed rate (a) ​ $ 40,101 4.92 % December 15, 2038 ​ $ 41,087 4.92 % December 15, 2038 Variable rate (b) (c) ​ 61,300 11.30 % July 1, 2029 ​ 61,300 9.49 % July 1, 2029 Secured mortgages payable ​ $ 101,401 ​ ​ ​ ​ $ 102,387 ​ (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 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. (c) The Company has a total return swap with the lender in connection with its variable-rate debt. 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. The cash flows from this total return swap do not vary based on any underlying variable and there is no net settlement; 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 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. ​ ​ 5. Fair Value ASC 820 Fair Value Measurement (ASC 820) emphasizes that fair value is a market-based measurement that should be determined using assumptions market participants would use in pricing an asset or liability. The standard establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets or liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the asset or liability. Assets or liabilities with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, 2025 December 31, 2024 ​ ​ Fair Value ​ Carrying Estimated ​ Carrying Estimated in thousands ​ Hierarchy ​ Amount ​ Fair Value ​ Amount ​ Fair Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and Restricted cash Level 1 ​ $ 116,800 ​ $ 116,800 ​ $ 167,845 ​ $ 167,845 Accounts receivable, net (a) Level 3 ​ 9,856 ​ 9,856 ​ 5,246 ​ 5,246 Assets held for sale Level 2 ​ 144,425 ​ 144,425 ​ — ​ — Liabilities: ​ ​ ​ ​ Fixed-rate debt (b) Level 2 ​ 40,101 ​ 39,153 ​ 41,087 ​ 40,032 Variable-rate debt (b) Level 2 ​ ​ 61,300 ​ ​ 61,300 ​ 61,300 ​ 61,300 (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. 21 Table of Contents 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 September 30, 2025. Refer to Note 4 - Mortgages Payable, Net for additional information. The discount rates reflect the Company’s judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The carrying amount for the Company’s variable-rate debt approximates fair value given that the interest rate is variable and adjusts with current market rates for instruments with similar risks and maturities. ​ 6. Commitments and Contingencies Litigation 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 The Company leases land or buildings at certain properties from third parties, which are recorded in Operating lease right-of-use assets, net, and Operating lease obligations on the Unaudited Consolidated Balance Sheets. See Note 9 – Leases for additional information. 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. ​ ​ 7. Income Taxes 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 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. ​ 8. Revenues 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. 22 Table of Contents The following presents the Company’s revenues disaggregated by revenue source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, Nine months ended September 30, in thousands 2025 2024 2025 2024 Revenues from contracts with customers ​ ​ ​ ​ ​ Recognized at a point in time or over time ​ ​ ​ ​ ​ Hospitality revenue ​ $ 16,603 ​ ​ 8,954 ​ $ 39,515 ​ ​ 22,084 Entertainment revenue ​ ​ 22,151 ​ ​ 23,243 ​ ​ 46,268 ​ ​ 43,960 Other revenue ​ 682 ​ ​ 594 ​ 1,502 ​ ​ 1,577 Total ​ 39,436 ​ 32,791 ​ 87,285 ​ 67,621 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental and lease-related revenues ​ ​ ​ ​ Rental revenue ​ 5,614 ​ ​ 6,639 ​ ​ 13,635 ​ ​ 19,990 Total revenues ​ $ 45,050 ​ $ 39,430 ​ $ 100,920 ​ $ 87,611 ​ Contract Assets and Liabilities Contract assets are the Company’s right to consideration in exchange for goods or services that have been transferred to a customer, excluding any amounts presented as a receivable. Contract liabilities are the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration. There were no contract assets for the periods presented . The contract liabilities primarily relate to deferred Aviators and Seaport concert series ticket sales and sponsorship revenues. The beginning and ending balances of contract liabilities and significant activity during the periods presented are as follows: ​ ​ ​ ​ ​ ​ Contract in thousands ​ Liabilities Balance at December 31, 2023 ​ $ 3,707 Consideration earned during the period ​ ( 38,525 ) Consideration received during the period ​ 39,145 Balance at September 30, 2024 ​ $ 4,327 ​ ​ ​ ​ Balance at December 31, 2024 ​ $ 3,946 Consideration earned during the period ​ ( 43,177 ) Consideration received during the period ​ 46,605 Balance at September 30, 2025 ​ $ 7,374 ​ 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 1 ​ ​ ​ 3 years and ​ in thousands ​ year ​ 1-2 years ​ thereafter ​ Total Total remaining unsatisfied performance obligations ​ $ 10,268 ​ $ 2,445 ​ ​ 3,668 ​ $ 16,381 ​ The Company’s remaining performance obligations are adjusted to reflect any known contract cancellations, revisions to customer agreements, and deferrals, as appropriate. 23 Table of Contents 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. ​ 9. Leases Lessee Arrangements The Company determines whether an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, net, and Operating lease obligations on the Unaudited Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an estimate of the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Operating lease right-of-use asset also includes any lease payments made, less any lease incentives and initial direct costs incurred. The Company does not have any finance leases. 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. Certain of the Company’s lease agreements include non-lease components such as fixed common area maintenance charges. The Company applies Leases (Topic 842) to the single combined lease component. The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate. The majority of the Company’s leases have remaining lease terms ranging from approximately 10 years to approximately 50 years , excluding extension options. The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements include variable lease payments based on a percentage of income generated through subleases, changes in price indices and market rates, and other costs arising from operating, maintenance, and taxes. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants. The Company leases various buildings and office space constructed on its ground leases to third parties. The Company’s leased assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ September 30, December 31, in thousands ​ 2025 ​ 2024 Assets ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets, net ​ $ 45,493 ​ $ 38,682 Liabilities ​ ​ ​ Operating lease obligations ​ $ 56,260 ​ $ 47,470 ​ The components of lease expense are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Nine months ended ​ ​ September 30, ​ September 30, in thousands 2025 2024 2025 2024 Operating lease cost ​ $ 1,598 ​ $ 1,126 ​ $ 4,683 ​ $ 4,221 Variable lease cost ​ ( 298 ) ​ 144 ​ ( 51 ) ​ 764 Total lease cost ​ $ 1,300 ​ $ 1,270 ​ $ 4,632 ​ $ 4,985 ​ 24 Table of Contents Future minimum lease payments as of September 30, 2025, are as follows: ​ ​ ​ ​ ​ in thousands Operating Leases Remainder of 2025 ​ $ 669 2026 ​ ​ 3,766 2027 ​ 4,385 2028 ​ 4,443 2029 ​ 4,504 Thereafter ​ 234,210 Total lease payments ​ 251,977 Less: imputed interest ​ ( 195,717 ) Present value of lease liabilities ​ $ 56,260 ​ Other information related to the Company’s lessee agreements is as follows: ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Unaudited Consolidated and Combined Statements of Cash Flows Information ​ Nine months ended September 30, in thousands 2025 2024 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ Operating cash flows on operating leases ​ $ 2,703 ​ $ 3,237 Non-cash transactions: ​ ​ ​ ​ ​ ​ Adjustment to operating lease obligations (a) ​ $ 8,429 ​ ​ — Adjustment to operating lease right-of-use assets (a) ​ ​ 8,429 ​ ​ — ​ (a) The Company amended its corporate office lease whereby the maturity date was extended 10 years and certain rent terms were revised. ​ ​ ​ ​ ​ ​ ​ ​ September 30, September 30, ​ Other Information ​ 2025 ​ 2024 ​ Weighted-average remaining lease term (years) Operating leases 43.0 44.7 Weighted-average discount rate Operating leases 8.2 % 7.8 % ​ Lessor Arrangements 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 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. Multi-family leases generally have a term of 12 months or less. 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 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 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 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 25 Table of Contents 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 September 30, Nine months ended September 30, in thousands 2025 2024 2025 2024 Total minimum rent revenues ​ $ 3,093 ​ $ 5,517 ​ $ 9,177 ​ $ 15,939 ​ Total future minimum rents associated with operating leases are as follows as of September 30, 2025: ​ ​ ​ ​ ​ ​ Total Minimum in thousands ​ Rent Remainder of 2025 ​ $ 2,140 2026 ​ 8,799 2027 ​ 8,793 2028 ​ 6,438 2029 ​ 6,537 Thereafter ​ 54,967 Total ​ $ 87,674 ​ Minimum rent 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. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported by tenants. Minimum rent revenues reported on the Unaudited Consolidated and Combined Statements of Operations also include amortization related to above and below‑market tenant leases on acquired properties. 10. Equity Earnings Per Share Earnings per share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares outstanding during the period. 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 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. ​ 26 Table of Contents 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 2025 2024 2025 2024 Numerator - Basic ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 32,864 ) ​ $ ( 32,274 ) ​ $ ( 78,826 ) ​ $ ( 111,349 ) Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 350 ) ​ ​ ( 237 ) ​ ​ ( 1,050 ) ​ ​ ( 237 ) Net loss attributable to common stockholders - basic and diluted ​ $ ( 33,214 ) ​ $ ( 32,511 ) ​ $ ( 79,876 ) ​ $ ( 111,586 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding - basic ​ ​ 12,720 ​ ​ 5,522 ​ ​ 12,704 ​ ​ 5,522 Effect of dilutive securities ​ ​ — ​ ​ — ​ ​ — ​ ​ — Weighted average shares outstanding - diluted ​ ​ 12,720 ​ ​ 5,522 ​ ​ 12,704 ​ ​ 5,522 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders - basic and diluted ​ $ ( 2.61 ) ​ $ ( 5.89 ) ​ $ ( 6.29 ) ​ $ ( 20.21 ) ​ The calculation of diluted earnings per share attributable to common stockholders excluded the following shares that could potentially dilute basic earnings per share in the future because their inclusion would have been antidilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Nine months ended in thousands September 30, 2025 September 30, 2025 Shares issuable upon exercise of restricted stock and restricted stock units ​ ​ 98 ​ ​ 76 Shares issuable upon exercise of stock options ​ ​ — ​ ​ — ​ 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 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 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. 11. Segments The Company has three business segments that offer different products and services. The Company’s three segments are managed separately as each requires different operating strategies or management expertise. Our chief operating decision maker (“CODM”) is our Chief Executive Officer. Our CODM uses Adjusted EBITDA to assess operating results for each of the Company’s business segments. The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, equity in earnings (losses) from unconsolidated ventures, general and administrative expenses, and other expenses. The Company’s segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. All operations are within the United States. The Company’s reportable segments are as follows: ● 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 27 Table of Contents license and management agreements. The hospitality segment also includes the equity interest in Jean-Georges Restaurants. 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, Cobblestones, and Tin Building, as well as 250 Water Street. 28 Table of Contents Segment operating results are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Landlord ​ ​ in thousands ​ Hospitality (1) ​ Entertainment ​ Operations ​ Other (2) ​ Total Three months ended September 30, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 16,694 ​ $ 22,524 ​ $ 9,019 ​ $ ( 3,187 ) ​ $ 45,050 Hospitality Costs ​ ( 23,049 ) ​ ​ — ​ ​ — ​ ​ 3,130 ​ ​ ( 19,919 ) Entertainment Costs ​ — ​ ​ ( 20,532 ) ​ ​ — ​ ​ 247 ​ ​ ( 20,285 ) Operating costs ​ ​ — ​ ​ — ​ ​ ( 7,510 ) ​ ​ 117 ​ ​ ( 7,393 ) Loss on assets held for sale ​ ​ — ​ ​ — ​ ​ ( 3,988 ) ​ ​ — ​ ​ ( 3,988 ) Total operating expenses ​ ​ ( 23,049 ) ​ ​ ( 20,532 ) ​ ( 11,498 ) ​ ​ 3,494 ​ ​ ( 51,585 ) Other income (loss), net ​ ​ ( 309 ) ​ ​ — ​ ​ ( 2,191 ) ​ ​ — ​ ​ ( 2,500 ) Total segment expenses ​ ​ ( 23,358 ) ​ ​ ( 20,532 ) ​ ​ ( 13,689 ) ​ ​ 3,494 ​ ​ ( 54,085 ) Equity in earnings (losses) from unconsolidated ventures ​ ​ 1,162 ​ ​ — ​ ​ — ​ ​ — ​ ​ 1,162 Segment Adjusted EBITDA ​ ​ ( 5,502 ) ​ ​ 1,992 ​ ​ ( 4,670 ) ​ ​ 307 ​ ​ ( 7,873 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 6,931 ) Interest income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 128 ) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 17,932 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 32,864 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 32,864 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended September 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 8,954 ​ $ 23,243 ​ $ 8,905 ​ ​ ( 1,672 ) ​ $ 39,430 Hospitality Costs ​ ( 10,932 ) ​ 0 ​ — ​ ​ 1,672 ​ ( 9,260 ) Entertainment Costs ​ — ​ ( 19,671 ) ​ — ​ ​ — ​ ( 19,671 ) Operating costs ​ ​ — ​ ​ — ​ ​ ( 9,375 ) ​ ​ — ​ ( 9,375 ) Total operating expenses ​ ​ ( 10,932 ) ​ ​ ( 19,671 ) ​ ( 9,375 ) ​ ​ 1,672 ​ ( 38,306 ) Other income (loss), net ​ ​ 4,477 ​ ​ 261 ​ ​ 60 ​ ​ — ​ ​ 4,798 Total segment expenses ​ ​ ( 6,455 ) ​ ​ ( 19,410 ) ​ ​ ( 9,315 ) ​ ​ 1,672 ​ ​ ( 33,508 ) Equity in earnings (losses) from unconsolidated ventures ​ ​ ( 7,487 ) ​ ​ — ​ ​ — ​ ​ — ​ ( 7,487 ) Segment Adjusted EBITDA ​ ​ ( 4,988 ) ​ ​ 3,833 ​ ​ ( 410 ) ​ ​ — ​ ( 1,565 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 7,694 ) Interest income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,133 ) Loss on early extinguishment of debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,563 ) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 18,319 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 32,274 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 32,274 ) (1) Period-over-period comparability is impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025. For prior periods in 2024, the Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in the Equity in earnings (losses) from unconsolidated ventures within our Hospitality segment. (2) Other includes any inter-segment eliminations necessary to reconcile to Unaudited Consolidated and Combined Company totals. ​ 29 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Landlord ​ ​ ​ ​ in thousands Hospitality (1) Entertainment Operations Other (2) Total Nine months ended September 30, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 39,626 ​ $ 46,851 ​ $ 27,590 ​ $ ( 13,147 ) ​ $ 100,920 Hospitality Costs ​ ​ ( 66,557 ) ​ ​ — ​ — ​ ​ 13,051 ​ ​ ( 53,506 ) Entertainment Costs ​ ​ — ​ ​ ( 43,021 ) ​ — ​ ​ 378 ​ ​ ( 42,643 ) Operating costs ​ ​ — ​ ​ — ​ ( 23,328 ) ​ ​ 172 ​ ​ ( 23,156 ) Loss on assets held for sale ​ — ​ ​ — ​ ( 3,988 ) ​ ​ — ​ ​ ( 3,988 ) Total operating expenses ​ ​ ( 66,557 ) ​ ​ ( 43,021 ) ​ ( 27,316 ) ​ ​ 13,601 ​ ​ ( 123,293 ) Other income (loss), net ​ ​ ( 553 ) ​ ​ 117 ​ ( 2,190 ) ​ ​ — ​ ​ ( 2,626 ) Total segment expenses ​ ​ ( 67,110 ) ​ ​ ( 42,904 ) ​ ​ ( 29,506 ) ​ ​ 13,601 ​ ​ ( 125,919 ) Equity in earnings (losses) from unconsolidated ventures ​ ​ 2,114 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,114 Segment Adjusted EBITDA ​ ​ ( 25,370 ) ​ ​ 3,947 ​ ​ ( 1,916 ) ​ ​ 454 ​ ​ ( 22,885 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 21,603 ) Interest income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 1,667 General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 36,005 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 78,826 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 78,826 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended September 30, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 22,083 ​ $ 43,960 ​ $ 26,463 ​ $ ( 4,895 ) ​ $ 87,611 Hospitality Costs ​ ​ ( 30,116 ) ​ ​ — ​ — ​ ​ 4,895 ​ ​ ( 25,221 ) Entertainment Costs ​ ​ — ​ ​ ( 40,977 ) ​ — ​ ​ — ​ ​ ( 40,977 ) Operating costs ​ ​ — ​ ​ — ​ ( 28,313 ) ​ ​ — ​ ​ ( 28,313 ) Total operating expenses ​ ​ ( 30,116 ) ​ ​ ( 40,977 ) ​ ( 28,313 ) ​ ​ 4,895 ​ ​ ( 94,511 ) Other income, net ​ ​ 4,482 ​ ​ 168 ​ 65 ​ ​ — ​ ​ 4,715 Total segment expenses ​ ​ ( 25,634 ) ​ ​ ( 40,809 ) ​ ( 28,248 ) ​ ​ 4,895 ​ ​ ( 89,796 ) Equity in earnings (losses) from unconsolidated ventures ​ ( 24,125 ) ​ ​ — ​ ​ — ​ ​ — ​ ( 24,125 ) Segment Adjusted EBITDA ​ ​ ( 27,676 ) ​ ​ 3,151 ​ ​ ( 1,785 ) ​ ​ — ​ ​ ( 26,310 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 21,101 ) Interest income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 8,889 ) Loss on early extinguishment of debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,563 ) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 53,486 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 111,349 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 111,349 ) (1) Period-over-period comparability is impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025. For prior periods in 2024, the Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in the Equity in earnings (losses) from unconsolidated ventures within our Hospitality segment. (2) Other includes any inter-segment eliminations necessary to reconcile to Unaudited Consolidated and Combined Company totals. ​ 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, December 31, in thousands ​ 2025 ​ 2024 Hospitality ​ $ 48,582 ​ $ 54,020 Entertainment ​ ​ 120,811 ​ 125,207 Landlord Operations ​ 413,462 ​ 397,584 Total segment assets ​ ​ 582,855 ​ ​ 576,811 Corporate ​ 116,219 ​ 166,745 Total assets ​ $ 699,074 ​ $ 743,556 ​ ​ 12. Related-Party Transactions Prior to the Separation, the Company had not historically operated as a standalone business and had various relationships with HHH whereby HHH provided services to the Company. The Company also engaged in transactions with CCMC and generates rental revenue by leasing space to equity method investees, which are related parties, as described below. 30 Table of Contents Net Transfers from Former Parent 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ Nine months ended ​ ​ September 30, in thousands 2025 2024 Net investment by Former Parent as reflected in the Unaudited Combined Statement of Cash Flows ​ $ — ​ $ 169,443 Non-cash stock compensation expense ​ — ​ 249 Net investment by Former Parent as reflected in the Unaudited Combined Statement of Equity ​ $ — ​ $ 169,692 ​ Corporate Overhead and Other Allocations Prior to the Separation, HHH provided the Company certain services, including (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, and risk management; and (2) employee benefits and compensation, including stock-based compensation. 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. The allocation of expenses, net of amounts capitalized, from HHH to the Company were reflected as follows in the Unaudited Combined Statements of Operations: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended Nine months ended ​ ​ September 30, ​ September 30, in thousands 2025 2024 2025 ​ 2024 Operating costs ​ $ — ​ $ 37 ​ $ — ​ $ 558 General and administrative ​ — ​ ​ 5,232 ​ — ​ 12,226 Other income, net ​ — ​ ​ ( 3 ) ​ — ​ ( 19 ) Total ​ $ — ​ $ 5,266 ​ $ — ​ $ 12,765 ​ Allocated expenses recorded in operating costs, general and administrative expenses, and other income, net in the table above primarily include the allocation of employee benefits and compensation costs, including stock compensation expense, as well as overhead and other costs for shared support functions provided by HHH on a centralized basis prior to the Separation. 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 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 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. 31 Table of Contents 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 $ 0.2 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. Related-Party Management Fees and Transition Services 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 $ 0.3 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. Effective January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, the Company hired and onboarded employees of CCMC and entered into the Services Agreement with CCMC to provide the necessary employees and services for CCMC to perform CCMC’s responsibilities under the various management agreements. 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 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. On June 30, 2025, indirect subsidiaries of the Company and wholly owned subsidiaries of Jean-Georges Restaurants entered into the License Agreements with respect to the license of certain intellectual property of Jean-Georges Restaurants for the Tin Building by Jean-Georges and the Fulton Restaurant. As part of the restructuring transactions described above and in consideration of entry into the License Agreements, 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. 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. ​ 32 Table of Contents 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 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. Pursuant to the terms of the refinanced loan, we entered into a total return swap with the lender. See Note 4 – Mortgages Payable, Net for additional information. Our obligations under such total return swap are in turn supported by a guaranty provided by a subsidiary of HHH. 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 $ 0.2 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 The Company owns the real estate assets that are leased by the Lawn Club and the Tin Building by Jean-Georges. As discussed in Note 2 – Investments in Unconsolidated Ventures , the Company owned a noncontrolling interest in both of these ventures and accounted for its interests in accordance with the equity method in 2024. 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 $ 0.4 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 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. 13. Subsequent Events 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. ​ ​ 33 Table of Contents