What changed in this filing

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Item 1. Business

2026-03-04 compared with 2025-03-10 · 140 added, 131 removed, 180 unchanged (60% of the section changed)

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On August 1, 2024, the Company’s common stock began trading on the NYSE American LLC (the “NYSE American”) 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 information contained in this Annual Report on Form 10-K reflects the historical information of the Seaport Entertainment division of HHH prior to the Spin-Off and the information of Seaport Entertainment Group Inc.

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Seaport Entertainment was formed to own, operate and develop a unique collection of assets positioned at the intersection of entertainment and real estate.

Our objective is to integrate our one-of-a-kind real estate assets with a variety of restaurant, retail and leisure offerings to form vibrant mixed-use destinations where our customers can work, play and socialize in one cohesive setting.

To achieve this objective, we are focused on delivering best-in-class experiences for our surrounding residents, customers and tenants across the three operating segments of our business:

(1) Landlord Operations;

(2) Hospitality;

and (3) Sponsorships, Events, and Entertainment.

Our focus is to deliver unparalleled experiences through a combination of restaurant, entertainment, sports, retail and hospitality offerings integrated into one-of-a-kind real estate that redefines entertainment and hospitality.

We primarily analyze our portfolio of assets through the lens of our three operating segments:

(1) Hospitality, (2) Entertainment (previously Sponsorships, Events, and Entertainment), and (3) Landlord Operations, and are focused on realizing value for stockholders primarily through dedicated management of existing assets, expansion of partnerships, strategic acquisitions, and completion or monetization of development and redevelopment projects.

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 (“JG”) 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 (the “Fashion Show Mall Air Rights”).

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The Rooftop at Pier 17®, a 3,500-person concert venue;

the Tin Building, a 54,000-square-foot culinary marketplace leased to an unconsolidated joint venture between us and a subsidiary of JG;

the Lawn Club, an immersive indoor/outdoor lawn game entertainment venue and another of our unconsolidated joint ventures;

the Tin Building, a 54,000-square-foot historic landmark;

the Lawn Club, an immersive indoor/outdoor lawn game entertainment venue and an unconsolidated joint venture;

a historic cobblestone retail district;

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and a 21-unit residential building with approximately 5,500 square feet of ground floor leasable space.

In addition, the Company owns 250 Water Street, a one-acre development site directly adjacent to the Seaport, approved for 547,000 zoning square feet of market rate and affordable housing, office, retail and community-oriented gathering space.

We are in the process of further transforming the Seaport from a collection of unique assets into a cohesive and vibrant neighborhood that caters to the broad needs of its residents and visitors.

We are in the process of further transforming the Seaport from a collection of unique assets into a cohesive and vibrant neighborhood

that caters to the broad needs of its residents and visitors.

By continuing this integration, we believe we can drive further consumer penetration across all our restaurant, retail and event offerings, and make the Seaport our model for potential future mixed-use opportunities.

Jean-Georges Restaurants is a world-renowned hospitality company operated by Michelin-star chef Jean-Georges Vongerichten.

JG was formed in 1997 and has grown from 17 locations in 2013 to over 60 high-end restaurant concepts across five continents, 13 countries and 24 markets, including our joint venture tenant, the Tin Building by Jean-Georges,

located in the heart of the Seaport.

JG is a world-renowned hospitality company operated by Michelin-star chef Jean-Georges Vongerichten.

JG was formed in 1997 and has grown from 17 locations in 2013 to over 40 high-end restaurant concepts across five continents, 13 countries and 24 markets.

JG’s expertise and versatility allow it to serve the culinary needs of its customers, and with an asset-light platform and highly regarded brand recognition, JG is able to enter new markets and provide customers with a range of culinary options, from high-end restaurants to fast casual concepts to high-quality wholesale products.

We believe there is an opportunity for JG’s food and beverage offerings to anchor the destinations we are seeking to create and help differentiate our business from the typical asset mix found in traditional real estate development and landlord operations.

The Las Vegas Aviators are a Minor League Baseball (“MiLB”) team and the current Triple-A affiliate of the Oakland Athletics (the “Athletics”) Major League Baseball (“MLB”) team.

We believe there is an opportunity for JG’s food and beverage offerings to be included in the destinations we are seeking to create and help differentiate our business from the typical asset mix found in traditional real estate development and landlord operations.

The Las Vegas Aviators are a Minor League Baseball (“MiLB”) team and the current Triple-A affiliate of the Athletics Major League Baseball (“MLB”) team.

As one of the highest-grossing MiLB teams, and a critical component of the Summerlin, Nevada community, we believe the Aviators are a particularly attractive aspect of our portfolio.

Seaport Entertainment wholly owns the Aviators, which generate cash flows from ticket sales, concessions, merchandise and sponsorships.

In addition to the team, Seaport Entertainment owns the Aviators’ 10,000-person capacity ballpark, which is located in the heart of Downtown Summerlin.

In addition to the team, Seaport Entertainment owns Las Vegas Ballpark, the Aviators’ 10,000-person capacity ballpark, which is located in the heart of Downtown Summerlin.

Completed in 2019, the ballpark is one of the newest stadiums in the minor league system and was named the “Triple-A Best of the Ballparks” by Ballpark Digest in 2019, 2021 and 2022.

This renowned ballpark regularly has upwards of 6,500 fans per game and was chosen to host the Triple-A National Championship Game for the third consecutive year in 2024.

This renowned ballpark regularly has upwards of 6,500 fans per game and was chosen to host the Triple-A National Championship Game for the fourth consecutive year in 2025.

In addition to approximately 75 baseball games each year, the ballpark hosts at least 30 other special events, which provide incremental cash flow primarily during the baseball offseason.

These events, which include festive holiday attractions, ballpark tours, movie nights, concerts and more, have also integrated the ballpark into the life and culture of Summerlin.

These events, which include festive holiday attractions, ballpark tours, movie nights and more, have also integrated the ballpark into the life and culture of Summerlin.

As a result, we believe we are uniquely positioned to serve the entertainment needs of this community as it expands in the coming years.

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Unlike real estate investment trusts, which have limitations on their ability to invest in non-real estate assets or retain taxable income for future growth, Seaport Entertainment has the flexibility to invest in both real estate as well as entertainment-focused operating assets and potentially grow those investments over time.

Seaport Entertainment’s business plan is to focus on realizing value for its stockholders primarily through dedicated management of its existing assets, expansion of existing and creation of new partnerships, strategic acquisitions and completion of development projects.

The Company’s existing portfolio encompasses a wide range of leisure and recreational activities, including live concerts, fine dining, nightlife, professional sports and high-end and experiential retail.

The Company’s existing portfolio encompasses a wide range of leisure and recreational activities, including live concerts, dining, nightlife, professional sports and experiential retail.

The quality of the portfolio is complimented by the desirability of its locations:

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We intend to drive this high-quality product offering by focusing on best-in-class experience-based tenants and partnerships, in addition to integrating sought-after events to drive foot traffic throughout our portfolio.

By continuing to offer high quality food and beverage and entertainment options across our portfolio, we seek to create unique, cohesive environments that serve the various needs of our customers and offer more than just a single product or experience.

By continuing

to offer a variety of food and beverage and entertainment options across our portfolio, we seek to create unique, cohesive environments that serve the various needs of our customers and offer more than just a single product or experience.

By developing destinations that have multiple touchpoints with our visitors, we believe Seaport Entertainment is well-positioned to grow its revenue base over time by driving increased market penetration.

Lease-Up Existing Assets at the Seaport .

The portfolio of assets within Landlord Operations at the Seaport was 64% leased and 61% occupied as of December 31, 2024.

Subsequent to year-end 2024, the Company entered into a lease with immersive entertainment and experience creator, Meow Wolf, to occupy approximately 74,000 square feet of vacant space in Pier 17.

The portfolio of assets within Landlord Operations at the Seaport was 90% leased or programmed and 55% occupied as of December 31, 2025.

During 2025, the Company entered into a lease with immersive entertainment and experience creator, Meow Wolf, to occupy approximately 74,000 square feet of vacant space in Pier 17.

Our dedicated management team is focused on leasing up the Seaport and improving occupancy levels, which we believe will drive foot traffic to the area and improve performance at the Seaport’s food and beverage and entertainment assets.

As a further example, we are evaluating the use of some of our vacant space that benefits from panoramic views of the Brooklyn skyline and the Brooklyn Bridge for a variety of hospitality and entertainment offerings.

As a further example, we are planning to use over 41,000 square feet of our vacant space that benefits from panoramic views of the Brooklyn skyline and the Brooklyn Bridge for a dedicated meeting and events space.

Improve Efficiencies in our Operating Businesses .

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Through our dedicated management team, which has significant experience operating entertainment-related assets, we are focused on maximizing our revenues and rightsizing costs.

On 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, we hired and onboarded employees of our primary food and beverage operator, Creative Culinary Management Company, LLC (“CCMC”), an indirect wholly owned subsidiary of JG, and entered into a shared services agreement with CCMC.

We believe internalizing certain of our food and beverage operations will drive efficiency and enhance scalability across our portfolio.

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 our primary food and beverage operator, Creative Culinary Management Company, LLC (“CCMC”), an indirect wholly owned subsidiary of JG, 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, we terminated the Services Agreement and related management agreements to internalize the majority of our food and beverage operations for continued optimization of processes and costs.

Expand the JG Partnership .

Our JG investment has multiple avenues for core growth that could propel this business, including:

the opening of new restaurants and luxury marketplaces;

the opening of new restaurants;

introducing a franchise model for certain Jean-Georges concepts;

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and leveraging the Jean-Georges brand via private label wholesale product distribution.

Additionally, we believe we will be able to work with JG to identify additional operating efficiencies in the Seaport Entertainment and JG portfolios.

Additionally, there is potential to work with JG to identify additional operating efficiencies in the Seaport Entertainment and JG portfolios.

Leverage Events and Sponsorships to Create a Flywheel Effect at the Seaport .

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Our in-house marketing team is also leveraging the success of our Concert Series to advertise all of the offerings at the Seaport to a growing social media following.

The Rooftop at Pier 17 gained a significant social media presence, with approximately 168,000 followers on Instagram by the end of 2024, the largest following in its peer group of venues with less than 15,000 seats.

The Rooftop at Pier 17 has a significant social media presence, with approximately 191,000 followers on Instagram at the end of 2025, one of the largest followings in its peer group of venues.

The success of the Concert Series has also positioned Seaport Entertainment to potentially benefit from additional opportunities in the near term, including:

(1) the possibility of entering into a naming rights deal for The Rooftop venue with a sponsor;

(2) better terms on our ticketing services that were recently negotiated with a new ticketing provider;

and (3) an enclosed winter structure to increase the number of events we can host in any given year, which we expect to begin in the fourth quarter of 2025 .

(2) better terms on our ticketing services with our ticketing provider;

and (3) improving add-on and upsell opportunities with additional activations in the venue or within our portfolio .

Improve and Increase Special Event Offerings at the Las Vegas Ballpark .

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Over time, we intend to evaluate and ultimately acquire additional entertainment-related real estate and operating assets.

These assets may include but are not limited to stadiums, sports and gaming attractions, concert and entertainment venues, food halls and other restaurant concepts.

may include but are not limited to stadiums, sports and gaming attractions, concert and entertainment venues and additional restaurant concepts.

In addition to acquisitions, we plan to utilize strategic partnerships to accelerate our long-term growth.

To execute on this strategy, we intend to leverage our unique experience at the Seaport, where we already successfully work with an array of top-tier partners in the entertainment space.

Develop Owned Land Parcels and the Fashion Show Mall Air Rights .

Seaport Entertainment currently has two sizeable development opportunities:

250 Water Street and the Fashion Show Mall Air Rights.

Each opportunity, if transacted on, could represent a significant driver of long-term growth.

Develop the Fashion Show Mall Air Rights .

Seaport Entertainment currently has a sizeable development opportunity:

the Fashion Show Mall Air Rights, which if transacted on, could represent a significant driver of long-term growth or monetization.

Our Portfolio

We primarily analyze our portfolio of assets through the lens of our three operating segments:

(1) Landlord Operations;

(2) Hospitality;

and (3) Sponsorships, Events, and Entertainment.

(1) Hospitality, (2) Entertainment (previously Sponsorships, Events, and Entertainment), and (3) Landlord Operations.

In each segment, we believe there are multiple opportunities to drive operational efficiencies and value creation over time.

Hospitality .

Hospitality represents our ownership interests in various food and beverage operating businesses and sponsorship agreements related to these businesses.

We own, either wholly or through partnerships with third parties, and operate, including through license and management agreements, fine dining and casual dining restaurants, cocktail bars, nightlife and entertainment venues (The Fulton, Mister Dips, Carne Mare and Gitano) and our unconsolidated venture, the Lawn Club.

These businesses are all our tenants and are part of our Landlord Operations.

We also have a 25% interest in JG.

We aim to capitalize on opportunities in the food and beverage space to leverage growing consumer appetite for unique restaurant experiences as a catalyst to further expand the Company’s culinary footprint.

Our Hospitality-related period-over-period comparisons do not adjust for operational revisions to our asset strategies from period to period, such as opening or closing restaurant concepts or redirecting operations to use space for private events and/or concerts.

JG was founded by renowned Michelin-star chef Jean-Georges Vongerichten and operates over 40 hospitality offerings and a pipeline of new concepts.

In March 2022, the Company acquired a 25% interest in JG for $45 million.

Descriptions of our joint venture agreements as of December 31, 2025 follows:

● Jean-Georges Restaurants.

In March 2022, we acquired a 25% interest in JG for $45.0 million.

JG currently has over 40 hospitality offerings and a pipeline of new concepts.

Under the terms of the current operating agreement, all cash distributions and the recognition of income-producing activities are pro rata based on stated ownership interest.

We have various, standard protective rights under the operating agreement, including board designation rights tied to our ownership stake in JG, certain consent rights over actions taken with respect to JG and preemptive rights and a right of first refusal to, in certain cases, acquire a greater interest in JG.

Concurrent with our acquisition of the 25% interest, we entered into a warrant agreement with Jean-Georges, pursuant to which we paid $10.0 million for the option to acquire up to an additional 20% interest in JG, which expires on March 2, 2026.

During the year ended December 31, 2024, the Company recognized an impairment of $10.0 million related to this warrant.

No impairment was recognized during the year ended December 31, 2025.

See Note 3 – Impairment for additional information.

● Tin Building by Jean-Georges .

In 2015, together with VS-Fulton Seafood Market, LLC (the “Fulton Partner”), a wholly owned subsidiary of JG, we formed Fulton Seafood Market, LLC to operate an approximately 54,000 square foot culinary marketplace in the historic Tin Building.

The Fulton Partner is a wholly owned subsidiary of JG.

Under the terms of the joint venture agreement, we contribute the cash necessary to fund pre-opening, opening and operating costs of the Tin Building.

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

The Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022.

On June 30, 2025, the Company’s ownership interest in the Tin Building by Jean-Georges increased to 100% through the execution of certain membership interest transfers.

See Note 2 – Investments in Unconsolidated Ventures for additional information.

In February 2026, the Company entered into a lease of 100% of the Tin Building to a third-party tenant.

In connection with the lease and the commencement of the Company’s landlord obligations, the Tin Building by Jean-Georges ceased operations in February 2026.

Refer to Note 15 – Subsequent Events for additional information.

● The Lawn Club .

In 2021, we 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 agreement, the Company funded 80% of the cost to construct the restaurant, and Endorphin Ventures contributed the remaining 20%.

In October 2023, we executed an amended LLC agreement, in which we will fund 90% of any remaining capital requirements and Endorphin Ventures will contribute 10%.

We have a 50% final profit-sharing interest in HHC Lawn Games, LLC, although various provisions in the operating agreement regarding distributions of cash flow based on capital account balances, allocations of profits and losses, and preferred returns may result in our economic interest differing from our final profit-sharing interest.

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

● Ss ä m Bar.

In 2016, we 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.

Entertainment .

Our Entertainment segment includes the Las Vegas Aviators, the Las Vegas Ballpark, our interest in and to the Fashion Show Mall Air Rights, events and concerts at The Rooftop at Pier 17, and sponsorship agreements related to these venues.

The Aviators and Las Vegas Ballpark .

The Las Vegas Aviators are an MiLB team and the Triple-A affiliate of the Athletics.

The team was acquired by the Summerlin Las Vegas Baseball Club, a subsidiary of HHH at the time, and Play Ball Owners Group in May 2013.

In 2017, HHH acquired Play Ball’s 50% ownership stake for $16.4 million.

In addition to the team, included in Seaport Entertainment is the Aviators’ 10,000-person capacity ballpark, which is located in the heart of Downtown Summerlin, approximately nine miles west of the Las Vegas Strip.

The Aviators have consistently generated ticket sale revenue in the top quintile for MiLB Triple-A clubs.

The Las Vegas Ballpark had a gross carrying value before accumulated depreciation of $133.2 and $130.3 million as of December 31, 2024 and 2025, respectively.

In addition to hosting baseball games, the ballpark holds various special events throughout the year.

In 2024 and 2025, the Aviators and the ballpark generated approximately $31.4 and $37.8 million in revenue, respectively.

The following map shows the location of the Las Vegas Ballpark in relation to certain other Las Vegas landmarks.

● The Rooftop at Pier 17 .

The Rooftop at Pier 17 has evolved into one of the premier concert venues in New York City.

The venue has capacity of 3,500 guests and in 2024 and 2025 hosted 60 and 62 concerts, respectively.

Located two blocks south of the Brooklyn Bridge, the unique outdoor venue was voted the #1 outdoor music venue in New York City in 2022 by Red Bull, ranked by Pollstar as the seventh top club worldwide in 2025, and awarded the “Best Outdoor Music Venue” by 2026 Rolling Stone Audio Awards.

The venue provides an unmatched outdoor entertainment opportunity for both emerging and established musicians.

In addition, given the venue’s destination-like location, it has proven to be successful at hosting events year-round and drives incremental revenue outside of the Seaport Concert Series.

The demand for live music at The Rooftop at Pier 17 is evident based on the success of our Concert Series, which premiered in 2018, hosting 24 shows and selling over 63,000 tickets.

In 2025, our Concert Series sold out 35 of 62 shows and sold approximately 190,000 tickets, which represented 89% of all available tickets, generating over $10 million in gross ticket sales.

The venue’s success is also demonstrated by its social media following, which is one of the largest for any New York City-area arena or concert venue, despite only having a 3,500-guest capacity.

● The Fashion Show Mall Air Rights .

The Fashion Show mall is the 25th largest mall in the country and one of the largest shopping, dining and entertainment destinations on the Las Vegas Strip.

It has a prime Las Vegas Strip location, adjacent to the Wynn and Treasure Island.

The mall is owned by Brookfield Properties and features more than 250 retailers and over 30 restaurants spread across approximately two million square feet.

Seaport Entertainment has an interest in and to 80% of the air rights above the mall, with Brookfield Properties having an interest in and to the remaining 20% stake.

The Fashion Show Mall Air Rights are a contractual right to form a joint venture to hold an 80% managing member interest in a to-be-formed entity that would own the air rights above the Fashion Show mall, as well as the exclusive right to develop such air rights.

The Fashion Show Mall Air Rights may potentially be used to develop a new casino and hotel on the Las Vegas Strip.

For additional information, see “Risk Factors—Risks Related to Our Business and Our Industry—We are exposed to risks associated with the development, redevelopment or construction of our properties, including in connection with our Fashion Show Mall Air Rights.”

Landlord Operations .

Landlord Operations represent our ownership interests in and operation of physical real estate assets.

Currently, all Landlord Operations are located in the Seaport.

Currently, all Landlord Operations are located in the Seaport, a historic neighborhood in Lower Manhattan on the banks of the East River and within walking distance of the Brooklyn Bridge.

The Seaport encompasses approximately 480,000 square feet of restaurant, retail, office and entertainment properties, as well as 21 residential units.

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● Pier 17 – Pier 17 is an approximately 216,000 square foot mixed-use building containing restaurants, entertainment, office space and an outdoor concert venue.

The Rooftop at Pier 17 is a 3,500-person concert venue, which was ranked by Pollstar as the sixth top club worldwide in 2024.

In 2024, The Rooftop’s Concert Series sold approximately 180,000 tickets over 60 shows, representing 86% of available ticket inventory.

We are also planning to launch year-round concerts and events for The Rooftop at Pier 17 in the fourth quarter of 2025, utilizing a seasonal floor-to-ceiling glass enclosure for the winter months.

The total enclosed capacity will be approximately 3,000 guests, and each summer, The Rooftop will pivot back to hosting its open-air summer concerts with 3,500 total standing guest capacity.

In addition to the concert venue, the building has five restaurants with renowned chefs including Jean-Georges and Andrew Carmellini, and three floors of unique space that can be utilized for retail, office and entertainment purposes.

● Tin Building – Across from Pier 17 is the Tin Building, a 54,000-square-foot culinary destination located on the site of the original Fulton Fish Market.

The property opened in September 2022 after undergoing an over $200 million, five-year renovation to reconstruct the building in collaboration with Jean-Georges and is leased to our

joint venture with a subsidiary of Jean-Georges.

The building has three levels, offering a variety of culinary experiences, including restaurants, bars, grocery markets, retail and private dining.

The Rooftop at Pier 17 is a 3,500-person concert venue, which was ranked by Pollstar as the seventh top club worldwide in 2025.

In 2025, The Rooftop’s Concert Series

sold approximately 190,000 tickets over 62 shows, representing 89% of available ticket inventory.

In addition to the concert venue, the building has several restaurants with renowned chefs including Jean-Georges and Andrew Carmellini, and three floors of unique space that can be utilized for retail, office and entertainment purposes.

The Company recently established plans to expand the previously announced purpose-built meeting and event space in Pier 17 to approximately 41,000 square feet, with capacity for up to 1,500 guests and sweeping panoramic views of the Brooklyn Bridge, East River, and the Brooklyn skyline.

● Tin Building – Across from Pier 17 is the Tin Building, a 54,000-square-foot historic building located on the site of the original Fulton Fish Market.

The property opened in September 2022 and, as of December 31, 2025, was leased to the Tin Building by Jean-Georges.

In February 2026, the Company entered into a lease of 100% of the Tin Building with contemporary art experience creator, Lux Entertainment, to open their U.S.

flagship location of the Balloon Museum.

In connection with the lease and the commencement of the Company’s landlord obligations, the Tin Building by Jean-Georges ceased operations in February 2026.

Refer to Note 15 – Subsequent Events for additional information.

● Fulton Market Building – The Fulton Market Building is a three-story, 115,000-square-foot mixed-use building.

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In July 2022, high-end fashion brand Alexander Wang leased the entire third floor for its global fashion headquarters.

The Lawn Club, an experiential retail concept focused on “classic lawn games” and superb cocktails, is one of our joint ventures and the most recent tenant, having opened in November 2023.

● Historic District Retail & Other – Seaport Entertainment is also the landlord for the following Historic District retail and other locations:

The Lawn Club, an experiential retail concept focused on “classic lawn games” and superb cocktails, is one of our joint ventures having opened in November 2023.

● The Cobblestones Retail & Other – Seaport Entertainment is also the landlord for the following Cobblestones retail and other locations:

Museum Block (1st and 2nd Level - Select Spaces), Schermerhorn Row (1st and 2nd Level - Select Spaces), Seaport Translux (1st and 2nd Level - Select Spaces), 117 Beekman Street (1st Level & Basement - Select Spaces), One Seaport Plaza (1st and 2nd Level - Select Spaces) and the John Street Service Building (Select Spaces), which collectively make up approximately 91,000 square feet.

● 250 Water Street – 250 Water Street is a full block, one-acre development site that is zoned for 547,000 square feet of market rate and affordable housing, office, retail and community-oriented gathering space.

We believe 250 Water Street is a unique opportunity at the Seaport to redevelop this site into a vibrant mixed-use asset.

Current project plans include an estimated 219,000 square feet of programmable/leasable commercial space and 399 multifamily units.

We have received all of the necessary approvals for the plans and permits to build the foundation, which we began building in the second quarter of 2022.

Final remediation work on the site is complete, and we can commence construction of the new development at our discretion.

During 2025, the Company entered into a purchase and sale agreement to sell 250 Water Street.

The sale was completed in February 2026 for gross proceeds of $143.0 million.

Refer to Note 15 – Subsequent Events for additional details.

● 85 South Street – 85 South Street is an eight-story residential building with 21 multifamily units and approximately 5,500 square feet of ancillary leasable space.

The following table shows information about our Seaport assets as of December 31, 2025:

Asset Use Type

Ownership Type

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Rentable Units

% Leased / Programmed

Owned Improvements

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Owned Improvements

Entertainment

Owned Improvements

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Development Site

250 Water Street is zoned for 547,000 square feet of market rate and affordable housing, office, retail and community-oriented gathering space.

250 Water Street was held for sale as of December 31, 2025.

The sale was completed in February 2026 for gross proceeds of $143.0 million.

Refer to Note 15 – Subsequent Events for additional details.

Occupancy and leasing figures for multifamily space.

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subject to caps

Our 85 South Street and 250 Water Street assets are not subject to a ground lease.

Our 85 South Street asset is not subject to a ground lease.

For the John Street Service Building, there is a separate license agreement with the New York City Department of Parks and Recreation.

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Includes partial rent abatement of approximately $141,000 and $145,000 for the years ended December 31, 2024 and December 31, 2025, respectively, which is not expected to continue.

Hospitality .

Hospitality represents our ownership interests in various food and beverage operating businesses.

Currently, we own, either wholly or through partnerships with third parties, and operate, including under license and management agreements, six fine dining and casual dining restaurants, cocktail bars, nightlife and entertainment venues (The Fulton, Mister Dips, Carne Mare, Malibu Farm, Gitano and The Lawn Club), as well as our unconsolidated venture, the Tin Building by Jean-Georges, which offers a variety of culinary experiences, including restaurants, bars, grocery markets, retail and private dining.

These businesses are all our tenants and are a part of our Landlord Operations.

Jean-Georges Restaurants was founded by renowned Michelin-star chef Jean-Georges Vongerichten and operates over 60 hospitality offerings across the world.

In March 2022, the Company acquired a 25% interest in Jean-Georges Restaurants for $45 million.

The Tin Building by Jean-Georges was the first project completed by the Company and Jean-Georges since the minority stake acquisition, and it now plays an integral part in the Seaport’s overall performance.

CCMC provides management services for certain retail and food and beverage businesses within the Seaport.

Descriptions of our joint venture agreements as of December 31, 2024 follows:

● JG Restaurants.

In March 2022, we acquired a 25% interest in JG for $45.0 million.

JG currently has over 60 hospitality offerings and a pipeline of new concepts.

Under the terms of the current operating agreement, all cash distributions and the recognition of income-producing activities are pro rata based on stated ownership interest.

During the year ended December 31, 2024, the Company recognized an impairment of $10.0 million related to this warrant.

See Note 3 – Impairment for additional information.

● Tin Building by Jean-Georges .

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

The Fulton Partner is a wholly owned subsidiary of JG.

Under the terms of the joint venture agreement, we contribute the cash necessary to fund pre-opening, opening and operating costs of the Tin Building.

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

The Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022.

We have a 65% final profit-sharing interest in Fulton Seafood Market, LLC.

Various provisions in the operating agreement regarding distributions of cash flow based on capital account balances, allocations of profits and losses, and preferred returns may result in our economic interest differing from our final profit-sharing interest.

Based on capital contribution and distribution provisions, we currently receive substantially all of the economic interest in the venture.

However, as of December 31, 2024, we do not have the power to direct the restaurant- related activities that most significantly impact the venture’s economic performance, nor are we the primary beneficiary, and we account for this investment in accordance with the equity method.

● The Lawn Club .

This concept opened in the fourth quarter of 2023.

Under the terms of the initial agreement, the Company funded 80% of the cost to construct the restaurant, and Endorphin Ventures contributed the remaining 20%.

In October 2023, we executed an amended LLC agreement, in which we will fund 90% of any remaining capital requirements and Endorphin Ventures will contribute 10%.

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

Sponsorships, Events, and Entertainment .

Our Sponsorships, Events, and Entertainment segment includes the Las Vegas Aviators, the Las Vegas Ballpark, the Fashion Show Mall Air Rights, Seaport events and concerts and all of our sponsorship agreements across both the Seaport and the Las Vegas Ballpark.

● The Aviators and Las Vegas Ballpark .

The Las Vegas Aviators are an MiLB team and the Triple-A affiliate of the Athletics.

The team was acquired by the Summerlin Las Vegas Baseball Club, a subsidiary of HHH at the time, and Play Ball Owners Group in May 2013.

In 2017, HHH acquired Play Ball’s 50% ownership stake for $16.4 million.

The Aviators have consistently generated ticket sale revenue in the top quintile for MiLB Triple-A clubs.

The Las Vegas Ballpark had a gross carrying value before accumulated depreciation of $133.2 million as of December 31, 2024.

In addition to hosting baseball games, the ballpark holds various special events throughout the year.

In 2024, the Aviators and the ballpark generated approximately $31.4 million in revenue.

The following map shows the location of the Las Vegas Ballpark in relation to certain other Las Vegas landmarks.

● The Rooftop at Pier 17 .

The Rooftop at Pier 17 has evolved into one of the premier concert venues in New York City.

The venue has capacity of 3,500 guests and in 2023 and 2024 hosted 63 and 60 concerts, respectively.

Located two blocks south of the Brooklyn Bridge, the unique outdoor venue was voted the #1 outdoor music venue in New York City in 2022 by Red Bull and ranked by Pollstar as the sixth top club worldwide in 2024.

The venue provides an unmatched outdoor entertainment opportunity for both emerging and established musicians.

In addition, given the venue’s destination-like location, it has proven to be successful at hosting events year round and drives incremental revenue outside of the Summer Concert Series.

The demand for live music at The Rooftop at Pier 17 is evident based on the success of our Concert Series, which premiered in 2018, hosting 24 shows and selling over 63,000 tickets.

In 2024, our Concert Series sold out 30 of 60 shows and sold approximately 180,000 tickets, which represented 86% of all available tickets, generating over $12 million in gross ticket sales.

The venue’s success is also demonstrated by its social media following, which is one of the largest for any New York City-area arena or concert venue, despite only having a 3,500-guest capacity.

We are planning to launch year-round concerts and events for The Rooftop at Pier 17 in the fourth quarter of 2025, utilizing a seasonal floor-to-ceiling glass enclosure for the winter months.

The total enclosed capacity will be approximately 3,000 guests, and each summer, The Rooftop will pivot back to hosting its open-air summer concerts with 3,500 total standing guest capacity.

● The Fashion Show Mall Air Rights .

The Fashion Show mall is the 25th largest mall in the country and one of the largest shopping, dining and entertainment destinations on the Las Vegas Strip.

It has a prime Las Vegas Strip location, adjacent to the Wynn and Treasure Island.

The mall is owned by Brookfield Properties and features more than 250 retailers and over 30 restaurants spread across approximately two million square feet.

Seaport Entertainment has an interest in and to 80% of the air rights above the mall, with Brookfield Properties having an interest in and to the remaining 20% stake.

The Fashion Show Mall Air Rights may potentially be used to develop a new casino and hotel on the Las Vegas Strip.

redevelopment at 250 Water Street and intended development in connection with our Fashion Show Mall Air Rights.”

Significant portions of our business are seasonal in nature, and the periods during which our properties experience higher revenues vary from property to property, depending primarily on their location, the customer base served and potential impacts due to weather and the timing of certain holidays.

For example, our Seaport business is significantly impacted by seasonality due to weather conditions, New York City tourism and other factors, with the majority of Seaport’s revenue generated between May and September.

In Las Vegas, we are significantly impacted by the baseball season, with a significant portion of our Sponsorship, Events, and Entertainment segment revenue generated between April and September.

As a result, our total revenues tend to be higher in the second and third quarters, and our quarterly results for any one quarter or in any given fiscal year may not be indicative of results to be expected for any other quarter or year.

Additionally, during periods of extreme temperatures (either hot or cold) or precipitation, we have historically experienced, and will likely continue experiencing, significant reductions in consumer traffic.

Our operations are highly seasonal and are significantly impacted by weather conditions.

Concerts at our outdoor venue and Aviators baseball games primarily occur from May through October, and we typically see increased customer traffic at our restaurants during the summer months when the weather is generally warmer and more favorable, which contributes to higher revenue during these periods.

However, weather-related disruptions, such as floods and heavy rains, can negatively impact our summer operations.

For instance, outdoor concerts may have to be cancelled or rescheduled due to inclement weather, which can result in lost revenue.

Similarly, floods can lead to temporary closures of our restaurants and can disrupt our supply chain, leading to potential revenue losses and increased costs.

During the fall and winter months, our operations tend to slow down due to the colder weather, which results in fewer outdoor events and less foot traffic at our restaurants, and the end of the Aviators baseball season.

This seasonality pattern results in lower revenues during these periods.

Moreover, severe winter weather conditions, such as snowstorms and freezing temperatures, can further deter customers from visiting our restaurants, further impacting our revenues and cash flow.

Our seasonality also results in fluctuations in cash and cash equivalents, accounts receivable, deferred expenses, and accounts payable and other liabilities at different times during the year.

The Company operates in a highly competitive environment across its various business segments.

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Competitors range from established fine dining brands and local, independent restaurateurs to innovative new entrants offering unique dining experiences.

Within our Sponsorships, Events, and Entertainment segment, we compete with other entertainment venues, concert spaces and event venues in the New York City area, including those offering similar music, entertainment and public event programming.

Within our Entertainment segment, we compete with other entertainment venues, concert spaces and event venues in the New York City area, including those offering similar music, entertainment and public event programming.

These venues may offer different capacities, amenities or event types that could attract similar audiences, including large arenas and smaller intimate venues.

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The costs of remediation of such substances may be substantial, and the presence of such substances, or the failure to remediate such substances, may adversely affect the owner’s ability to sell such real estate or to obtain financing using such real estate as collateral.

Other federal, state and local laws, ordinances

and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air.

Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments and also govern emissions of and exposure to asbestos fibers in the air.

Federal and state laws also regulate the operation and removal of underground storage tanks.

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

What changed 10-K

Item 1. Business