What changed in this filing

/stocks — the workspaceLOADING

Item 8. Financial Statements and Supplementary Data

2026-03-04 compared with 2025-03-10 · 329 added, 284 removed, 867 unchanged (41% of the section changed)

1 unchanged sentence

I ndex to Consolidated and Combined Financial Statements and Financial Statement Schedule

Consolidated and Combined Financial Statements

Report of Independent Registered Public Accounting Firm (PCAOB ID:

Consolidated and Combined Balance Sheets as of December 31, 2024 and 2023

Consolidated Balance Sheets as of December 31, 2025 and 2024

Consolidated and Combined Statements of Operations for the years ended December 31, 2025, 2024 and 2023

5 unchanged sentences

To the Stockholders and Board of Directors of Seaport Entertainment Group Inc.:

Opinion on the Combined Financial Statements

Opinion on the Consolidated Combined Financial Statements

We have audited the accompanying consolidated and combined balance sheets of Seaport Entertainment Group Inc.

3 unchanged sentences

Carve-out Basis of Accounting

As discussed in Note 1, the consolidated and combined balance sheet as of December 31, 2023 and the consolidated and combined statement of operations for the period from January 1, 2024 to July 31, 2024 and for the years ended December 31, 2023 and 2022, are presented as if the Company had been carved out of Howard Hughes Holdings Inc.

As discussed in Note 1, the consolidated and combined statement of operations for the period from January 1, 2024 to July 31, 2024 and for the year ended December 31, 2023, are presented as if the Company had been carved out of Howard Hughes Holdings Inc.

(HHH) to reflect attribution of certain assets and liabilities that had been held at HHH which are specifically identifiable or attributable to the Company as well as allocations deemed reasonable by management to present the results of operations, financial position and cash flows of the Company on a standalone basis and may not reflect the results of operations, financial position and cash flows had the Company operated as a standalone company during the period presented.

18 unchanged sentences

SEAPORT ENTERTAINMENT GROUP INC.

Consolidated and Combined Balance Sheets

Consolidated Balance Sheets

in thousands, except par value amounts

2 unchanged sentences

Net investment in real estate

Assets held for sale

Investments in unconsolidated ventures

6 unchanged sentences

Mortgages payable, net

Mortgages payable related to assets held for sale

Operating lease obligations

1 unchanged sentence

Total liabilities

Commitments and Contingencies (see Note 8)

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

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,708 issued and outstanding in 2024 and none issued or outstanding in 2023

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,777 issued and outstanding as of December 31, 2025 and 12,708 issued and outstanding as of December 31, 2024

Additional paid in capital

Accumulated deficit

Net parent investment

Stockholders' equity

Total stockholders' equity

Noncontrolling interest in subsidiary

5 unchanged sentences

in thousands, except per share data

Sponsorships, events, and entertainment revenue

Hospitality revenue

Entertainment revenue

Rental revenue

1 unchanged sentence

Total revenues

Sponsorships, events, and entertainment costs

Hospitality costs

Entertainment costs

Operating costs

Provision for (recovery of) doubtful accounts

General and administrative

1 unchanged sentence

Total expenses

Loss on assets held for sale

Provision for impairment

Other income (loss), net

Operating income (loss)

Operating loss

Interest income (expense)

Equity in losses from unconsolidated ventures

Equity in earnings (losses) from unconsolidated ventures

Loss on extinguishment of debt

Income (loss) before income taxes

Loss before income taxes

Income tax expense (benefit)

2 unchanged sentences

Total weighted average shares

Earnings (loss) per share attributable to common stockholders

Net loss per share attributable to common stockholders

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

9 unchanged sentences

Loss on extinguishment of debt

Loss on disposal

Loss on assets held for sale

Impairment charges

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

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

Provision for (recovery of) doubtful accounts

Accounts receivable

Other assets, net

Deferred expenses, net

Other assets and deferred expenses

Deferred expenses

Accounts payable and other liabilities

3 unchanged sentences

Property development and redevelopment

Cash and restricted cash received upon consolidation of previously unconsolidated entity

Investments in unconsolidated ventures

5 unchanged sentences

Principal payments on mortgages payable

Taxes paid on restricted stock vesting

Preferred distributions to noncontrolling interest in subsidiary

Proceeds from the Rights Offering

Net transfers from parent

Cash provided by financing activities

Net investment by Former Parent

Cash (used in) provided by financing activities

Net change in cash, cash equivalents and restricted cash

18 unchanged sentences

Balance, December 31, 2022

Net income (loss)

Net transfers from parent

Balance, December 31, 2023

Net income (loss)

Net transfers from parent

Balance, December 31, 2023

Net income (loss)

Net transfers from parent

Net investment by Former Parent

Issuance of noncontrolling interests

4 unchanged sentences

Balance, December 31, 2024

Net income (loss)

Preferred distributions to noncontrolling interest in subsidiary

Fees in connection with the Rights Offering

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

Stock compensation

Balance, December 31, 2025

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

4 unchanged sentences

Description of the Company

On July 31, 2024, the previously announced separation (the “Separation”) of Seaport Entertainment Group Inc.

(“SEG” or the “Company”) from Howard Hughes Holdings Inc.

(“HHH”) was completed.

The Separation was achieved through HHH’s pro rata distribution of 100 % of the then-outstanding shares of SEG common stock to HHH’s stockholders (the “Separation”).

Under the terms of the Separation, each stockholder who held HHH common stock as of the close of business on July 29, 2024, the record date for the distribution, received one share of SEG common stock for every nine shares of HHH common stock held as of the close of business on such date.

SEG common stock began trading on the NYSE American stock exchange on August 1, 2024, under the symbol “SEG”.

Prior to the Separation, the Company’s portfolio consisted of the Seaport Entertainment division of Howard Hughes (the “Seaport Entertainment division”), which included HHH’s entertainment-related real estate assets and operations, which are primarily in New York and Las Vegas, including the Seaport neighborhood in Lower Manhattan (the “Seaport”), 250 Water Street, a one-acre development site directly adjacent to the Seaport, a 25 % ownership stake in Jean-Georges Restaurants as well as other partnerships, the Las Vegas Aviators Triple-A Minor League 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.

In connection with the Separation, on July 31, 2024, the Company entered into a separation and distribution agreement with HHH.

On this date, the Company also entered into various other agreements that provide a framework for the Company’s relationship with HHH after the Separation, including a transition services agreement, an employee matters agreement, and a tax matters agreement.

These agreements provide for the allocation between the Company and HHH of the assets, employees, services, liabilities, and obligations (including their respective investments, property and employee benefits and tax-related assets and liabilities) of HHH and its subsidiaries attributable to periods prior to, at and after the Separation and govern certain relationships between the Company and HHH after the Separation.

Additionally, HHH contributed cash of $ 23.4 million to the Company prior to the Separation to support the operating, investing, and financing activities 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.

Also in connection with the Separation, on July 31, 2024, the Company entered into a revolving credit agreement (the “Revolving Credit Agreement”) with HHH, as lender.

6 unchanged sentences

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.

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.

On September 23, 2024, the Company commenced a rights offering (the “Rights Offering”), in the form of a pro rata distribution at no charge to holders of SEG common stock of transferable subscription rights to purchase up to an aggregate of 7.0 million shares of its common stock at a cash subscription price of $ 25.00 per whole share.

4 unchanged sentences

The accompanying 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 Howard Hughes prior to the Separation that were transferred to 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.

The results of Seaport Entertainment Group Inc.

are referred to throughout these Consolidated and Combined Financial Statements as “Seaport Entertainment Group,” “SEG,” “the Company,” “we,” “us” or “our”.

The accompanying Consolidated and Combined Financial Statements as of and for the year ended December 31, 2024 have been prepared on a standalone basis derived from the consolidated financial statements and accounting records of SEG from August 1, 2024 to December 31, 2024 and from the combined financial statements and accounting records of HHH for January 1, 2024 to July 31, 2024.

The accompanying Consolidated and Combined Balance Sheets as of December 31, 2023 and Consolidated and Combined Statements of Operations for the years ended December 31, 2023 and 2022 have been prepared on a standalone basis derived from the combined financial statements and accounting records of HHH.

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 Consolidated and Combined Financial Statements as of December 31, 2025 and December 31, 2024 and for the year ended December 31, 2025 have been prepared on a standalone basis and are derived from the accounting records of the Company.

The accompanying Combined Financial Statements for the year ended December 31, 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 December 31, 2024 and have been prepared on a carve-out basis and are derived from the combined financial statements and accounting records of HHH for January 1, 2024 to July 31, 2024 as discussed below.

The accompanying Consolidated and Combined Statements of Operations for the year ended December 31, 2023 have been prepared on a standalone basis derived from the combined financial statements and accounting records of HHH.

These statements reflect the consolidated and combined historical results of operations, financial position, and cash flows of Seaport Entertainment Group in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The Consolidated and Combined Balance Sheet as of December 31, 2023 and the Consolidated and Combined Statements of Operations for the period from January 1, 2024 to July 31, 2024 and for the years ended December 31, 2023 and 2022, are presented as if Seaport Entertainment Group had been carved out of HHH.

These Consolidated and Combined Financial Statements include the attribution of certain assets and liabilities that have been held at HHH which are specifically identifiable or attributable to the Company.

The accompanying 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.

Basis of Presentation – Prior to the Separation

The Consolidated and Combined Statements of Operations for the period from January 1, 2024 to July 31, 2024 and for the years ended December 31, 2023 are presented as if Seaport Entertainment Group had been carved out of HHH.

These Consolidated and Combined Financial Statements include the attribution of certain assets and liabilities that were held by HHH prior to the Separation which are specifically identifiable or attributable to the Company.

The assets and liabilities in the carve-out financial statements have been presented on a historical cost basis.

1 unchanged sentence

All transactions between the Company and HHH are considered to be effectively settled in the Consolidated and Combined Financial Statements at the time the transaction is recorded, other than transactions described in Note 14 – 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 Consolidated and Combined Statements of Cash Flows as a financing activity and in the Consolidated Balance Sheet as of December 31, 2024 as an adjustment to additional paid-in capital and in the Consolidated and Combined Balance Sheet as of December 31, 2023 as net parent investment.

These Consolidated and Combined Financial Statements include expense allocations for:

(1) certain support functions that are 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;

(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.

2 unchanged sentences

Management believes the assumptions underlying these Consolidated and Combined Financial Statements, 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 Consolidated and Combined Financial Statements may not reflect the results of operations, financial position and cash flows had the Company been a standalone company during the periods presented.

Nevertheless, the Consolidated and Combined Financial Statements 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 presented.

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

1 unchanged sentence

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

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

Prior to the Separation, the income tax provision in the 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 will file its own return and the income tax provision reflects the Company’s tax balances that are realizable.

Following the Separation, the Company files its own tax returns 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 Combined Statements of Operations from January 1, 2024 to July 31, 2024 and for the years ended December 31, 2023 and 2022.

However, the Combined Balance Sheet as of December 31, 2023 does not include any equity issued related to stock-based compensation plans.

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 – see Note 12 – Equity .

The equity balance in these Consolidated and Combined Financial Statements as of December 31, 2023 represents the excess of total assets over total liabilities, including intercompany balances between the Company and HHH (net parent investment).

Variable Interest Entities

10 unchanged sentences

If the Company determines it is no longer the primary beneficiary of a VIE, it will deconsolidate the entity and measure the initial cost basis for any retained interests that are recorded upon the deconsolidation at fair value.

The Company will recognize a gain or loss for the difference between the fair value and the previous carrying amount of its investment in the VIE.

The Company was not the primary beneficiary of any VIE’s during 2024, 2023 and 2022 and, therefore; the Company does not consolidate any VIE’s in which it holds a variable interest.

The Company will

recognize a gain or loss for the difference between the fair value and the previous carrying amount of its investment in the VIE.

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.

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

The Company was not the primary beneficiary of any VIE’s and did not consolidate any VIE’s in which it held a variable interest during the years ended December 31, 2024 and December 31, 2023.

Investments in Unconsolidated Ventures

16 unchanged sentences

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 $ 10.2 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 3.8 million and $ 6.4 million, respectively, on our Consolidated and Combined Statement of Operations for the year ended December 31, 2024.

The Company has reclassified an aggregate of $ 9.7 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 4.2 million and $ 5.5 million, respectively, on our Consolidated and Combined Statement of Operations for the year ended December 31, 2023.

The provision for (recovery of) doubtful accounts of $ 2.8 million and $ 0.5 million for the year ended December 31, 2024 and 2023, respectively, has been reclassified into Hospitality costs, Entertainment costs, and Operating costs on our 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 Consolidated and Combined Statements of Operations for the years ended December 31, 2024 and 2023.

Refer to Note 13 – Segments for additional information regarding the Company’s reportable operating 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 aggregates such properties and investments into segments based on their economic characteristics and types of revenue streams.

The Company operates in three business segments:

(i) Landlord Operations, (ii) Hospitality, and (iii) Sponsorships, Events, and Entertainment.

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.

Net Investment in Real Estate

25 unchanged sentences

Real estate taxes, utilities, direct legal and professional fees related to the sale of a specific unit, interest, insurance costs and certain employee costs incurred during construction periods are also capitalized.

Capitalization commences when the development activities begin and cease when a project is completed, put on hold or at the date that the Company

decides not to move forward with a project.

Capitalization commences when the development activities begin and cease when a project is completed, put on hold or at the date that the Company decides not to move forward with a project.

Capitalized costs related to a project where the Company has determined not to move forward are expensed if they are deemed not recoverable.

6 unchanged sentences

Development costs

Total Developments

Total Developments (a)

(a) Total developments decreased to zero in 2025 as the Company moved 250 Water St.

to Assets Held for Sale on the Consolidated Balance Sheet.

Acquisitions of Properties

31 unchanged sentences

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.

In August 2024, following the final resolution of the 250 Water Street litigation, the escrow amount of $ 40.0 million related to 250 Water Street was released to the City of New York.

See Note 8 – Commitments and Contingencies for additional information on the 250 Water Street litigation.

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.

The sale of 250 Water Street closed in February 2026.

Refer to Note 15 – Subsequent Events for additional details.

Accounts Receivable, net

2 unchanged sentences

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.

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.

8 unchanged sentences

Accounts receivable, net (a)

(a) As of December 31, 2024, and December 31, 2023, the total reserve balance was $ 2.6 million and $ 1.4 million, respectively.

(b) As of December 31, 2025, and December 31, 2024, the total reserve balance was $ 0.9 million and $ 2.6 million, respectively.

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

2 unchanged sentences

Rental revenue

Provision for (recovery of) doubtful accounts

Hospitality costs

Entertainment costs

Operating costs

Total (income) expense impact

As of December 31, 2025, two customers accounted for greater than 10% of the Company’s accounts receivable, for a total of 26 % of the Company’s accounts receivable.

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

As of December 31, 2023, two customers had an accounts receivable balance of $ 2.1 million and $ 1.7 million, which represented approximately 15.1 % and 12.2 % of the Company’s accounts receivable balance, respectively.

Additionally, one related party had an accounts receivable balance of $ 3.1 million, which represented approximately 22.8 % of the Company’s accounts receivable.

See Note 14 – Related-Party Transactions for additional information.

Other Assets, net

3 unchanged sentences

Refer to Note 5 – Intangibles for additional information.

Security and other deposits primarily includes a $ 10.7 million collateral deposit associated with the 250 Water Street mortgage refinancing.

Security and other deposits primarily includes a $ 10.7 million collateral deposit associated with the 250 Water Street mortgage refinancing for the years ending December 31, 2025 and 2024.

Food and beverage and merchandise inventory is stated at lower of cost or market with cost being determined on a first-in, first-out basis for food and beverage inventory and average cost for merchandise inventory.

17 unchanged sentences

Deferred offering costs are included as part of other assets in the Consolidated and Combined Balance Sheets and netted against additional paid-in capital upon closing of the offering.

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.

In August 2025, the Company entered into a purchase and sale agreement to sell 250 Water Street for a total purchase price of $ 152.0 million (inclusive of exercise of extension options totaling $ 1.5 million).

On December 15, 2025, the Company entered into the First Amendment to the purchase and sale agreement, which extended the closing date to January 28, 2026.

On January 28, 2026, the Company entered into the Second Amendment to the purchase and sale agreement.

The Second Amendment modified certain terms of the purchase and sale agreement, specifically extending the closing date to February 5, 2026, and decreasing the purchase price to $ 143.0 million.

The sale was completed on February 6,

Refer to Note 15 – Subsequent Events for additional details.

In connection with the pending sale, the Company recorded a loss on sale of $ 11.0 million to loss on assets held for sale on the consolidated statement of operations to reduce the carrying value of 250 Water Street to its estimated selling price less costs to sell, based on conditions existing as of December 31, 2025.

The carrying value of 250 Water Street as of December 31, 2025 is presented within assets held for sale on the Company’s Consolidated Balance Sheet as of December 31, 2025.

Stock-Based Compensation

10 unchanged sentences

Revenue Recognition and Related Matters

Sponsorships, Events, and Entertainment Revenue

Sponsorships, events, and 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 advertising and sponsorships revenue.

Hospitality Revenue

Hospitality revenue is generated by the Seaport restaurants and the Tin Building by Jean-Goerges (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.

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 advertising and sponsorships revenue.

Baseball season ticket sales are recognized over time as games take place.

5 unchanged sentences

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.

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.

Sponsorships, events, and entertainment revenue is disclosed net of any refunds, which are settled and recorded at the time of an event cancellation.

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.

Hospitality Revenue

Hospitality revenue is generated by the Seaport restaurants.

The 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.

Rental Revenue

8 unchanged sentences

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.

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 parking revenue and other miscellaneous revenue.

Other 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.

In all cases, the transaction prices are fixed, stipulated in the contract or product, and representative in each case of a single performance obligation.

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.

Accounting Pronouncements Adopted During the Current Year

In November 2023, the Financial Accounting Standards Board (the “FASB”) issued ASU No.

2023-07, “Segment Reporting:

Improvement to Reportable Segment Disclosures”.

This ASU aims to improve segment disclosures through enhanced disclosures about significant segment expenses.

The standard requires disclosure of significant expense categories and amounts for such expenses, including those segment expenses that are regularly provided to the chief operating decision maker (“CODM”), easily computable from information that is regularly provided, or significant expenses that are expressed in a form other than actual amounts.

It does not change the definition of a segment, the method for determining segments, the criteria for aggregating operating segments into reportable segments, or the current specifically enumerated segment expenses that are required to be disclosed.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024.

We have adopted this standard for our fiscal year 2024 annual financial statements and have applied this standard retrospectively for all prior periods presented in the Company’s Consolidated and Combined Financial Statements.

See Note 13 – Segments for additional information

Accounting Pronouncements Not Yet Adopted

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.

1 unchanged sentence

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.

The Company has applied the retrospective method of adoption.

The adoption of this standard resulted in expanded disclosures within Note 9 – Income Taxes , but did not impact the Company’s recognition or measurement of income tax assets, liabilities, or expense.

Accounting Pronouncements Not Yet Adopted

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

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.

In December 2025, the FASB issued ASU 2025-11, Interim Reporting (Topic 270):

Narrow Scope Improvements.

The standard is intended to improve the navigability of the guidance in ASC 2702 and clarify when it applies.

The ASU also addresses the form and content of interim financial statements, adds lists to ASC 270 of the interim disclosures required by all other Codification topics, and establishes a principle under which an entity must “disclose events since the end of the last annual reporting period that have a material impact on the entity.” The amendments in this ASU are effective for interim periods beginning after December 15, 2027.

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

Any other recent pronouncements issued by the FASB or other authoritative standards groups with future effective dates are either not applicable or are not expected to be significant to the financial statements of the Company.

Investments in Unconsolidated Ventures

11 unchanged sentences

The Lawn Club (b)

Ssäm Bar (b) (c) (d) (f)

Tin Building by Jean-Georges (b) (d) (f)

Jean-Georges Restaurants (f)

Other equity investments (e)

Tin Building by Jean-Georges (b) (c) (d)

Jean-Georges Restaurants

Investments in unconsolidated ventures

2 unchanged sentences

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

(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) Classified as a VIE;

however, the Company is not the primary beneficiary and accounts for its investment in accordance with the equity method.

Refer to discussion below for additional information.

(e) Other equity investments represent investments not accounted for under the equity method.

The Company elected the measurement alternative as this investment does not have readily determinable fair value.

Refer to discussion below for additional detail.

(f) These investments were impaired as part of the Seaport impairment recognized in 2023.

Refer to specific investment discussion below and Note 3 – Impairment for additional information.

(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

2 unchanged sentences

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, the members executed an amended LLC agreement, in which the Company will fund

90 % of any remaining capital requirements, and Endorphin Ventures will contribute 10 %.

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 expenditures for the venture.

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

8 unchanged sentences

Tin Building by Jean-Georges

In 2015, the Company, together with VS-Fulton Seafood Market, LLC (“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.

In 2015, the Company, together with Fulton Partner, formed Fulton Seafood Market, LLC (“Tin Building by Jean-Georges”) to operate a 54,000 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-George Restaurants in March 2022 as discussed below.

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.

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.

The Company owns 100 % of the Tin Building and leased 100 % of the space to the Tin Building by Jean-Georges joint venture.

Throughout this information statement, 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 has an equity ownership interest.

Throughout these 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 terms of the Tin Building by Jean-Georges LLC agreement, the Company contributes the cash necessary to fund pre-opening, opening and operating costs of the Tin Building by Jean-Georges.

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

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

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

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.

Based on capital contribution and distribution provisions for the Tin Building by Jean-Georges, the Company currently receives substantially all of the economic interest in the venture.

Upon return of the Company’s contributed capital and a preferred return to the Company, distribution and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest.

As of December 31, 2024 and 2023, the Tin Building by Jean-Georges is classified as a VIE because the equity holders, as a group, lack the characteristics of a controlling financial interest.

Refer to Note 15 – Subsequent Events for additional information.

As the Company is unable to quantify the maximum amount of additional capital contributions that may be funded in the future associated with this investment, the Company’s maximum exposure to loss is currently equal to the $ 7.7 million carrying value of the investment as of December 31, 2024.

The Company funded capital contributions of $ 29.4 million, $ 48.1 million and $ 43.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.

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 table below presents the purchase price allocation of the fair value of identifiable assets and liabilities assumed:

Purchase Price Allocation

Building and equipment

Cash and cash equivalents

Accounts receivable, net

Other assets, net

Accounts payable and other liabilities

Total liabilities

Net assets assumed

The supplemental pro forma revenues and net losses of the Company were $ 129.9 million and $ 152.6 million, respectively, for the year ended December 30, 2024 and $ 147.2 million and $ 838.1 million, respectively, for the year ended December 31, 2023 and have been prepared for the Company as if the Tin Building by Jean-Georges was consolidated by the Company on January 1, 2023.

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, 2023.

The 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 and January 1, 2023 or that may be achieved in the future.

The Company recognized an impairment of $ 1.2 million related to this investment in the year ended December 31, 2023.

See Note 3 – Impairment for additional information.

The Company is required to file audited financial statements of the Fulton Seafood Market, LLC for the years ended December 31, 2024 and 2022.

of Fulton Seafood Market, LLC for the years ended December 31, 2024, 2023, and 2022 are attached as exhibits to this Annual Report.

The Company is required to file audited financial statements of the Fulton Seafood Market, LLC for the year ended December 31, 2024.

The Company’s investment in the Fulton Seafood Market, LLC does not meet the threshold necessary for disclosure of audited financial statements in 2023, however for comparability, audited financial statements of Fulton Seafood Market, LLC for the years ended December 31, 2024 and 2023 are attached as exhibits to this Annual Report.

Jean-Georges Restaurants

8 unchanged sentences

Should the warrant agreement be exercised by the Company, the $ 10.0 million will be credited against the aggregate exercise price of the warrants.

Per the warrant agreement, the $ 10.0 million is to be used for working capital of Jean-Georges Restaurants.

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.

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 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.

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

As of December 31, 2025, this warrant had not been exercised and has a carrying value of zero .

See Note 3 – Impairment for additional information.

Creative Culinary Management Company, LLC (“CCMC”), a wholly owned subsidiary of Jean-Georges Restaurants, provides 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 is responsible for employment and supervision of all employees providing services for the food and beverage operations and restaurant as well as the day-to-day operations and accounting for the food and beverage operations.

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 CCMC, and entered into a shared services agreement with CCMC.

For additional details regarding the shared services agreement, See Note 15 – Subsequent Events .

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.

Summarized Financial Information The following tables provide combined summarized financial statements information for the Company’s unconsolidated ventures.

5 unchanged sentences

Income Statement

Operating Loss

Net Income (loss)

Operating Profit (Loss)

Net loss attributable to the Controlling Interest

9 unchanged sentences

The Company recognized the impairment as a result of the Company’s planned internalization of hospitality operations currently managed by CCMC, the resulting decrease in estimated near term cash flows to the parent company Jean-George Restaurants, and the near term expiration of the warrants.

See Note 15 – Subsequent Events for additional information on the shared services agreement and planned internalization of hospitality operations.

The assumptions and estimates included in the Company’s impairment analysis require significant judgment about future events, market conditions, and financial performance.

13 unchanged sentences

(a) As of December 31, 2024, impairment charges relate to the warrants which were issued of Jean-Georges Restaurants .

As of December 2023, impairment charges relate to the Company’s investments in Jean-Georges Restaurants, Ss äm Bar, and Tin Building by Jean-Georges unconsolidated ventures.

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

Other Assets and Liabilities

41 unchanged sentences

Mortgages payable, net

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

Mortgages payable related to assets held for sale

(1) This mortgage relates to 250 Water Street, which is classified as held for sale as of December 31, 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.

Upon the closing of the sale of 250 Water Street in February 2026, this mortgage was repaid in full.

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

As of December 31, 2025, land, buildings and equipment, developments, and other collateral with an aggregate net book value of $ 237.9 million have been pledged as collateral for the Company’s debt obligations.

2 unchanged sentences

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.

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 December 31, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.

9 unchanged sentences

Variable rate (b) (c)

September 1, 2026

Secured mortgages payable

6 unchanged sentences

(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.

At December 31, 2024, 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 + 5.0 % , and (ii) the total return swap, pursuant to which the Company is entitled to receive 0.5 % from the lender.

The cash flows from this total return swap does not vary based on any underlying 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.

During the year ended December 31, 2025, the Company’s mortgage activity included a repayment of $ 2.0 million of our fixed rate debt.

During the year ended December 31, 2024, the Company’s mortgage activity included a repayment of $ 1.9 million of our fixed rate debt.

In connection with and prior to the Separation, on July 31, 2024, the variable rate mortgage related to 250 Water Street was refinanced, with HHH paying down $ 53.7 million of the outstanding principal balance and SEG refinancing the remaining $ 61.3 million at an interest rate of SOFR plus a margin of 4.5 % and scheduled maturity date of July 1, 2029.

During 2023, the Company’s mortgage activity included refinancings of $ 100 million, additional draws of $ 15 million, and repayments of $ 1.8 million.

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.

See Note 15 – Subsequent Events for additional information.

Scheduled Maturities

13 unchanged sentences

Accounts receivable, net (a)

Assets held for sale

Fixed-rate debt (b)

Variable-rate debt (b)

Variable-rate debt

(a) Accounts receivable, net is shown net of an allowance of $ 0.9 million at December 31, 2025 and $ 2.6 million at December 31, 2024, respectively.

2 unchanged sentences

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.

2 unchanged sentences

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.

The below table includes non-financial assets that were measured at fair value on a non-recurring basis resulting in the properties and investments being impaired:

Fair Value Measurements Using

Quoted Prices in Active

Significant Other

Significant Unobservable

Total Fair Value

Markets for Identical

Observable Inputs

Measurement (a)

Net investment in real estate

Investments in unconsolidated ventures

(a) The fair value was measured as of the impairment date in the third quarter of 2023 using a discounted cash flow analysis to determine fair value, with capitalization rates ranging from 5.5 % to 6.75 % , discount rates ranging from 8.5 % to 13.3 % , and restaurant multiples ranging from 8.3 to 11.8 .

Refer to Note 3 – Impairment for additional information.

The carrying amount of 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.

Commitments and Contingencies

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

In management’s opinion, the liabilities, if any, that may ultimately result from

normal course of business legal actions are not expected to have a material effect on the Company’s consolidated and combined financial position, results of operations, or liquidity.

250 Water Street

In 2021, the Company received the necessary approvals for its 250 Water Street development project, which includes a mixed-use development with affordable and market-rate apartments, community-oriented spaces, and office space.

In May 2021, the Company received approval from the New York City Landmarks Preservation Commission (“LPC”) on its proposed design for the 250 Water Street site.

The Company received final approvals in December 2021 through the New York City Uniform Land Use Review Procedure known as ULURP, which allowed the necessary transfer of development rights to the parking lot site.

The Company began initial foundation and voluntary site remediation work in the second quarter of 2022 and completed remediation work in December 2023.

The Company has prevailed in various lawsuits filed in 2021 and 2022 challenging the development approvals in order to prevent construction of this project.

A separate lawsuit was filed in July 2022 again challenging the Landmarks Preservation Commission approval.

In January 2023, a Court ruled in favor of the petitioners vacating the Certificate of Appropriateness (“COA”) issued by the LPC.

The Company immediately appealed this decision to the New York State Supreme Court’s Appellate Division and on June 6, 2023, an Appellate Division panel of five judges unanimously reversed the lower Court’s decision, reinstating the COA.

Subsequently, on June 29, 2023, petitioners filed a motion requesting reargument or, in the alternative, permission to appeal the decision of the Appellate Division to the New York State Court of Appeals.

On August 31, 2023, the Appellate Division denied petitioners’ motion in full.

Subsequently, petitioners filed a motion in the Court of Appeals for permission to appeal to that court.

On May 21, 2024, the Court of Appeals denied this motion.

The petitioners have no options for further appeal and the judgment is final.

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

10 unchanged sentences

federal statutory income tax rate to the Company’s reported Income tax (benefit) expense for the years ended December 31 is as follows:

in thousands (except percentages)

Expense/(Benefit)

Loss before income taxes

3 unchanged sentences

State income tax (benefit) expense, net of federal income tax

Changes in valuation allowances

Nontaxable or nondeductible items

Executive compensation

Unbenefited losses

Valuation allowance

Tax basis adjustment from spin off

Tax (Benefit) expense from other changes in rates, prior period adjustments and other permanent difference

Income tax (benefit) expense

Effective income tax rate

The Company generated operating losses in the years presented.

4 unchanged sentences

The difference between the (benefit) expense at the statutory rate and the income tax provision related to these operating losses is reflected in the table above as “Unbenefited losses”.

Starting on August 1, 2024 the Company will file its own separate return and the Company has considered realizability of deferred tax assets on a standalone basis.

Starting on August 1, 2024 the Company files its own separate return and the Company has considered realizability of deferred tax assets on a standalone basis.

At December 31, 2025, the Company has $ 111.6 million of net operating loss carryforwards for federal income tax purposes, which are available to offset future taxable income, if any, over an indefinite period.

7 unchanged sentences

Accrued expenses

Operating lease liabilities

Deferred income

1 unchanged sentence

Net operating losses

Operating lease liabilities

Total deferred tax assets

6 unchanged sentences

Total net deferred tax liabilities

The Company has historically been included in the income tax returns filed by HHH;

that is no longer the case and it now files its own separate company return beginning August 1, 2024.

Prior to the Separation, the Company had been included in the income tax returns filed by HHH;

Beginning August 1, 2024, the Company files a separate company income tax return.

Generally, the Company is currently open to audit under the statute of limitations by the Internal Revenue Service as well as state taxing authorities for the years ended December 31, 2021 through 2024.

9 unchanged sentences

Recognized at a point in time or over time

Sponsorships, events, and entertainment revenue

Other revenue (a)

Recognized at a point in time

Hospitality revenue

Entertainment revenue

Other revenue

Rental and lease-related revenues

1 unchanged sentence

Total revenues

(a) Other revenue in 2022 primarily relates to parking revenue at 250 Water Street prior to the start of initial foundation and voluntary site remediation work in the second quarter of 2022.

Contract Assets and Liabilities

24 unchanged sentences

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

During the year ended December 31, 2024, no customers accounted for greater than 10% of the Company’s revenue.

For the year ended December 31, 2023, revenue from one customer accounted for approximately 10.1 % of the Company’s total revenue, respectively, through a related-party transaction.

During the year ended December 31, 2025, no customer accounted for greater than 10% of the Company’s revenue.

During the year ended December 31, 2024, no customer accounted for greater than 10% of the Company’s revenue.

For the year ended December 31, 2023, revenue from one customer accounted for approximately 10.1 % of the Company’s total revenue through a related-party transaction.

See Note 14 – Related-Party Transactions for additional information.

For the year ended December 31, 2022, no customers accounted for greater than 10% of the Company’s revenue.

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 Consolidated and Combined Balance Sheets.

Operating leases are included in Operating lease right-of-use assets, net, and Operating lease obligations on the 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.

7 unchanged sentences

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 less than two years to approximately 50 years , excluding extension options.

The majority of the Company’s leases have remaining lease terms ranging from 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.

18 unchanged sentences

Other information related to the Company’s lessee agreements is as follows:

Supplemental Combined Statements of Cash Flows Information

Supplemental Consolidated and Combined Statements of Cash Flows Information

Year ended December 31,

1 unchanged sentence

Operating cash flows on operating leases

Non-cash transactions:

Adjustment to operating lease obligations (a)

Adjustment to operating lease right-of-use assets (a)

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

Year Ended December 31,

7 unchanged sentences

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

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.

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.

15 unchanged sentences

The Committee has the full power to interpret and administer the Plan and award agreements, subject to the limitations set forth in the Plan.

A total of 6.8 million shares of Class A common stock were initially reserved for issuance under the Plan.

A total of 6.8 million shares of common stock were initially reserved for issuance under the Plan.

At December 31, 2025, approximately 5.6 million shares remained available to be issued.

3 unchanged sentences

In August 2024, the Company separately issued 76,641 restricted stock unit awards subject to time-based vesting to non-executive employees and a consultant and 168,660 restricted stock unit awards subject to time-based vesting to executive officers, with fair values of $ 2.0 million and $ 4.5 million, respectively.

During the year ended December 31, 2025, the Company issued 147,180 restricted stock unit awards subject to time-based vesting to non-executive employees and 116,804 restricted stock unit awards subject to time-based vesting to executive officers, with fair values of $ 3.4 million and $ 2.9 million, respectively.

Each restricted stock unit award represents a contingent right to receive one share of the Company’s common stock at vesting.

The restricted stock unit awards issued under the Plan generally vest over requisite service periods of one to three years , except for the award to one of the Company’s executive officers that cliff vests on August 1, 2029 subject to continued service through that date.

The restricted stock unit awards issued under the Plan generally vest over requisite service periods of one to three years , except for the award to one of the Company’s executive officers that fully vested in November 2025 as part of the separation agreement.

A summary of the activity related to the Company’s restricted stock and restricted stock unit awards are as follows:

1 unchanged sentence

Grant Fair Value

Unvested at August 1, 2024

Unvested at December 31, 2024

Unvested at December 31, 2025

Restricted stock and restricted stock unit awards issued during the year ended December 31, 2025 were valued at $ 6.3 million and the weighted average per share or unit value was $ 23.83 .

At December 31, 2024, unrecognized share-based compensation costs for restricted stock and restricted stock unit awards was $ 8.9 million which is expected to be recognized over a weighted average period of 2.8 years.

At December 31, 2025, unrecognized share-based compensation costs for restricted stock and restricted stock unit awards were $ 6.2 million which is expected to be recognized over a weighted average period of 2.1 years.

Non-Qualified Stock Options

6 unchanged sentences

Risk-free interest rate

3.9 % to 4.0 %

Expected option life (in years)

7 unchanged sentences

Value ( in thousands )

Outstanding at August 1, 2024

Outstanding at December 31, 2024

Forfeited or expired

6 unchanged sentences

Year Ended December 31,

Sponsorships, events, and entertainment costs

Entertainment costs

Hospitality costs

6 unchanged sentences

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

This share amount is being utilized for the calculation of basic earnings (loss) per share for 2023 and 2022 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.

In addition, for 2023 and 2022, the computation of diluted earnings per share equals the basic earnings (loss) per share 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.

This share amount is being utilized for the calculation of basic earnings (loss) per share for 2023 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.

In addition, for 2023 the computation of diluted earnings per share equals the basic earnings (loss) per share calculation since there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260 and since common stock equivalents were antidilutive due to losses from operations.

For the years ended December 31, 2025, 2024 and 2023, earnings (loss) per share is computed as follows (amounts in thousands, except per share amounts):

7 unchanged sentences

Weighted average shares outstanding - diluted

Earnings (loss) per share - basic and dilutive

Net loss per share attributable to common stockholders - basic and diluted

The calculation of diluted earnings per share excluded the following shares that could potentially dilute basic earnings per share in the future because their inclusion would have been antidilutive.

7 unchanged sentences

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 $ 10.0 million issued and outstanding preferred share interest is presented net of $ 0.1 million of equity issuance costs as Noncontrolling interest in subsidiary on our Consolidated Balance Sheet as of December 31, 2024 and the related dividends are reflected as Preferred share distributions in our Consolidated and Combined Statements of Operations during the year ended December 31, 2024.

Upon consolidation, the $ 10.0 million issued and outstanding preferred share interest is presented net of $ 0.1 million of equity issuance costs as Noncontrolling interest in subsidiary on our Consolidated Balance Sheet as of December 31, 2025 and 2024 and the related dividends are reflected as Preferred distributions to noncontrolling interest in subsidiary in our Consolidated and Combined Statements of Operations during the year ended December 31, 2025 and 2024.

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

2 unchanged sentences

Our CODM uses Adjusted EBITDA to assess operating results for each of the Company’s business segments and to determine how to allocate resources to 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 defines Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, 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.

1 unchanged sentence

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 license and management agreements.

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

For the year ended December 31, 2024 and 2023, 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 sponsorships, events, and other revenue generated at the Seaport in New York, New York.

● Landlord Operations – consists of the Company’s rental operations associated with over 480,000 square feet of properties situated in three primary locations at the Seaport in New York, New York:

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

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

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

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

Segment operating results are as follows:

Sponsorships,

Hospitality (1)

Entertainment

1 unchanged sentence

Total revenues

Operating costs

Sponsorships, Events, and Entertainment Costs

Hospitality Costs

Provision for doubtful accounts

Entertainment Costs

Operating costs

Total operating expenses

Loss on assets held for sale

Other income (loss), net

Total segment expenses

Equity in earnings (losses) from unconsolidated ventures

Segment Adjusted EBITDA

Depreciation and amortization

Interest expense, net

Equity in losses from unconsolidated ventures

Provision for impairment

Loss on early extinguishment of debt

Corporate expenses and other items

Interest income (expense)

General and administrative expenses

Loss before income taxes

2 unchanged sentences

Total revenues

Operating costs

Sponsorships, Events, and Entertainment Costs

Hospitality Costs

Provision for doubtful accounts

Entertainment Costs

Operating costs

Total operating expenses

Other income (loss), net

Other income, net

Total segment expenses

Equity in earnings (losses) from unconsolidated ventures

Segment Adjusted EBITDA

Depreciation and amortization

Interest expense, net

Equity in losses from unconsolidated ventures

Provision for impairment

Interest income (expense)

Loss on early extinguishment of debt

Corporate expenses and other items

General and administrative expenses

Loss before income taxes

2 unchanged sentences

Total revenues

Operating costs

Sponsorships, Events, and Entertainment Costs

Hospitality Costs

Provision for doubtful accounts

Entertainment Costs

Operating costs

Total operating expenses

1 unchanged sentence

Total segment expenses

Equity in losses from unconsolidated ventures

Segment Adjusted EBITDA

1 unchanged sentence

Interest expense, net

Equity in losses from unconsolidated ventures

Provision for impairment

Loss on early extinguishment of debt

Corporate expenses and other items

Other expenses

General and administrative expenses

Loss before income taxes

Income tax benefit (expense)

(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 Equity in earnings (losses) from unconsolidated ventures within our Hospitality segment.

(2) Other includes any inter-segment eliminations necessary to reconcile to Consolidated and Combined Company totals.

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

Entertainment

Landlord Operations

Sponsorships, Events, and Entertainment

Total segment assets

Total assets (a)

(a) In 2023, the Company recorded a $ 709.5 million impairment charge related to the Seaport properties in the Landlord Operations segment and investments in the Hospitality segment.

Refer to Note 3 – Impairment for additional information.

The Company made investments in unconsolidated ventures in the Hospitality segment of $ 34.1 million and $ 45.5 million during the years ended December 31, 2024 and 2023, respectively.

The Company made investments in unconsolidated ventures in the Hospitality segment of $ 0 and $ 34.1 million during the years ended December 31, 2025 and 2024, respectively.

The following represents capital expenditures by segment for the years ended December 31:

Landlord Operations

Sponsorships, Events, and Entertainment

Entertainment

Related-Party Transactions

1 unchanged sentence

The Company also engages in transactions with CCMC and generates rental revenue by leasing space to equity method investees, which are related parties, as described below.

Net Transfers from Parent

Net Transfers from Former Parent

As discussed in Note 1 – Summary of Significant Accounting Policies in the basis of presentation section and below, net parent investment 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.

1 unchanged sentence

Year Ended December 31,

Net transfers from Parent as reflected in the Combined Statements of Cash Flows

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

Non-cash stock compensation expense

Net transfers from Parent as reflected in the Combined Statements of Equity

Net investment by Former Parent as reflected in the Combined Statement of Equity

Corporate Overhead and Other Allocations

2 unchanged sentences

The Company’s Consolidated and Combined Financial Statements 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.

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 Consolidated and Combined Statements of Operations:

4 unchanged sentences

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 sponsorships, events, and entertainment costs with the remainder recorded to operating costs.

During the year ended December 31, 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.

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 year ended December 31, 2023, the Company capitalized costs of $ 2.0 million and $ 0.6 million that were incurred by HHH for the Company’s benefit in Developments and Building and equipment, respectively.

The financial information herein may not necessarily reflect the consolidated and combined financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, standalone entity during the period from January 1, 2024 to July 31, 2024 and for the years ended December 31, 2023 and 2022.

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

2 unchanged sentences

Unless otherwise stated, these intercompany transactions between the Company and HHH have been included in these Consolidated and Combined Financial Statements 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 Consolidated and Combined Statements of Cash Flows as a financing activity and in the Consolidated and Combined Balance Sheets as an adjustment to additional paid-in capital as of December 31, 2024 and net parent investment as of December 31, 2023 and 2022.

The total net effect of the settlement of these intercompany transactions is reflected in the Consolidated and Combined Statements of Cash Flows as a financing activity and in the Consolidated and Combined Balance Sheets as an adjustment to additional paid-in capital as of December 31, 2024 and 2023.

Stock Compensation

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

The non-cash stock compensation expense (income) for employee services directly attributable to the Company totaled $ 0.3 million, $ 1.5 million and $ 0.9 million for the years ended December 31, 2024, 2023 and 2022, respectively, and is included within general and administrative expenses in the Consolidated and Combined Statements of Operations and included in the table above.

These expenses are presented net of $ 0.4 million, $ 1.3 million and $ 3.0 million capitalized to development projects during the years ended December 31, 2024, 2023 and 2022, respectively.

The non-cash stock compensation expense (income) for employee services directly attributable to the Company totaled $ 0.3 million and $ 1.5 million for the years ended December 31, 2024 and 2023, respectively, and is included within general and administrative expenses in the Consolidated and Combined Statements of Operations and included in the table above.

These expenses are presented net of $ 0.4 million and $ 1.3 million capitalized to development projects during the years ended December 31, 2024 and 2023, 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 is recorded in general and administrative expenses in the Consolidated and Combined Statements of Operations and included in the table above.

1 unchanged sentence

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

The amounts outstanding pursuant to the management fee agreement between the Company and HHH were cash settled each month and are reflected in the Consolidated and Combined Balance Sheets as related-party payables to the extent unpaid as of each balance sheet date.

During the years ended December 31, 2024, 2023 and 2022, the Consolidated and Combined Balance Sheets reflects immaterial outstanding payables due to HHH with respect to the landlord management fees.

These landlord management fees amounted to $ 0.3 million, $ 0.3 million and $ 0.3 million for the years ended December 31, 2024, 2023, 2022 respectively.

These landlord management fees amounted to $ 0.3 million and $ 0.3 million for the years ended December 31, 2024, and 2023 respectively.

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 year ended December 31, 2024, the Company recorded expenses of $ 0.3 million related to this transition services agreement with HHH within general and administrative expenses.

During the years ended December 31, 2025 and 2024, the Company recorded expenses of $ 0.1 million and $ 0.3 million, respectively, related to this transition services agreement with HHH within general and administrative expenses.

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

3 unchanged sentences

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

The Company capitalized $ 0.5 million of such fees to Net investment in real estate for the year ended December 31, 2024.

As discussed in Note 2 – Investments in Unconsolidated Ventures , CCMC, a wholly owned subsidiary of Jean-Georges Restaurants, which is a related party of the Company, also provides 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 include, but are not limited to, locations such as The Tin Building by Jean-Georges, The Fulton, and Malibu Farm.

As of December 31, 2024 and 2023, the Consolidated and Combined Balance Sheets reflect receivables for funds provided to CCMC to fund operations of $ 0.1 million and $ 1.2 million, respectively and accounts payable of $ 0.5 million and $ 0.2 million, respectively due to CCMC with respect to reimbursable expenses to be funded by the Company.

The Company’s related-party management fees due to CCMC amounted to $ 2.3 million, $ 2.2 million and $ 2.3 million during the years ended December 31, 2024, 2023 and 2022, respectively.

The Company capitalized $ 0.8 million and $ 0.5 million of such fees to Net investment in real estate for the year ended December 31, 2025 and 2024, respectively.

The Company also expensed $ 0.4 million of such fees to interest expense during the year ended December 31, 2025, as capitalization ceased after the related debt was considered related to assets held for sale.

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 December 31, 2025.

As of December 31, 2025 and December 31, 2024, the 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 paid to CCMC amounted to $ 1.5 million, $ 2.3 million, and $ 2.2 million during the years ended December 31, 2025, 2024 and 2023, respectively.

The Company’s related-party management fees paid to CCMC for the year ended December 31, 2025 include $ 1.0 million 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 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 year ended December 31, 2025 were $ 1.2 million.

Related-party Rental Revenue

The Company owns the real estate assets that are leased by Lawn Club and the Tin Building by Jean-Georges.

As discussed in Note 2 – Investments in Unconsolidated Ventures , the Company owns a noncontrolling interest in these ventures and accounts for its interests in accordance with the equity method.

The Company owns the real estate assets that are leased by Lawn Club.

As discussed in Note 2 – Investments in Unconsolidated Ventures , the Company owns a noncontrolling interest in this venture and accounts for its interests in accordance with the equity method.

As of December 31, 2025 and 2024, the Consolidated and Combined Balance Sheets reflect accounts receivable of $ 0.3 million and $ 0.2 million, respectively, due from these ventures generated by rental revenue earned by the Company.

During the years ended December 31, 2025, 2024 and 2023, the Consolidated and Combined Income Statements reflect rental revenue associated with these related parties of $ 1.2 million, $ 13.0 million and $ 12.0 million, respectively.

This is primarily comprised of $ 12.1 million, $ 11.6 million and $ 5.0 million from the Tin Building by Jean-Georges during the years ended December 31, 2024, 2023 and 2022, respectively.

This is primarily comprised of zero , $ 12.1 million and $ 11.6 million from the Tin Building by Jean-Georges during the years ended December 31, 2025, 2024 and 2023, respectively.

Related-party Other Receivables

As of December 31, 2024 and 2023, the Consolidated and Combined Balance Sheets include a $ 0.0 million, and $ 3.1 million receivable related to development costs incurred by the Company, which will be reimbursed by the Lawn Club venture .

As of December 31, 2025 and 2024, the Consolidated and Combined Balance Sheets include a $ 0.6 million, and zero receivable related to operational and development costs incurred by the Company, which will be reimbursed by the Lawn Club venture .

Subsequent Events

CCMC Services Agreement

Effective as of January 1, 2025, Seaport Entertainment Management, LLC (“SEM”), a wholly owned indirect subsidiary of the Company, entered into a services agreement (the “Services Agreement”) with Creative Culinary Management Company LLC and the Company.

CCMC is a wholly-owned subsidiary of JG Restaurant Group LLC, which is a wholly-owned subsidiary of Jean-Georges Restaurants.

CCMC provides services for certain retail and food beverage businesses that the Company or its affiliates own at the Seaport, either wholly or through partnerships with third parties (the “Management Agreement Services”).

Effective January 1, 2025, we, through SEM, became the employer of certain employees that previously provided the Management Agreement Services through CCMC.

Pursuant to the Services Agreement, we will provide services to CCMC in order for CCMC to perform the Management Agreement Services.

The term of the Services Agreement will continue until the earlier of (i) the date on which we acquire 100 % of the equity interests of CCMC (the “Acquisition Date”) and (ii) the expiration or termination of all of the management agreements referred to in the Services Agreement.

In the event that the Acquisition Date has not occurred by June 30, 2025, CCMC or SEM (or its respective affiliate that is a party to that management agreement) shall then have the right to terminate the management agreements.

During the term, we will perform and provide the services to and for the benefit of CCMC in exchange for the following consideration:

we will charge CCMC for the services at a rate equal to $ 1.00 per month.

Further, during the term, (i) CCMC will have no further obligations nor liabilities pursuant to the management agreements to provide any Management Agreement Services to SEG, and (ii) we will continue to pay CCMC any and all fees or other consideration required under the management agreements.

As of December 31, 2024, the Tin Building by Jean-Georges was classified as a VIE because the equity holders, as a group, lack the characteristics of a controlling financial interest.

As of January 1, 2025, in conjunction with the execution of the Services Agreement, the Company, through employing the personnel who perform the Management Agreement Services and directing the operating, budgeting, and planning activities that most significantly impact the VIE’s economic performance, became the primary beneficiary of the VIE and will consolidate the Tin Building by Jean-Georges as of January 1, 2025.

The Company is still assessing the accounting impact of the Services Agreement on other joint ventures historically managed by CCMC, including the Lawn Club.

Amended 250 Water Street Mortgage

On January 1, 2025, the Company amended its mortgage agreement on 250 Water Street whereby the stated margin rate increased from 5 % to 7 %.

The Company has a total return swap with the lender in connection with this debt and the assumed rate of the indebtedness associated with this 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 amendment does not change any material terms of the agreement, and the net effective rate of indebtedness remains the same.

As a result, the amendment does not result in any change in cash flows to the Company.

In January 2025, the Company entered into a long term lease agreement with immersive entertainment and experience creator, Meow Wolf, for approximately 74,000 square feet in Pier 17.

The initial lease term is 20 years with additional extension options.

In connection with the preparation of the financial statements and in accordance with ASC Topic 855, Subsequent Events, the Company evaluated subsequent events after the balance sheet date of December 31, 2025.

Sale of 250 Water Street

On January 28, 2026, the Company entered into a Second Amendment to the purchase and sale agreement of 250 Water Street.

The Second Amendment modified certain terms of the purchase and sale agreement, specifically extending the closing date to February 5, 2026 and decreasing the purchase price to $ 143.0 million.

Based on conditions existing as of December 31, 2025, the Company recorded a loss of $ 11.0 million during the year ended December 31, 2025 to reduce the carrying value of assets held for sale to the amended purchase price less costs to sell.

In February 2026, the Company closed on the sale of 250 Water Street and paid off the Company’s variable rate debt of $ 61.3 million in conjunction with the sale.

The Tin Building and the Tin Building by Jean-Georges

In February 2026, the Company, through a wholly owned indirect subsidiary, entered into a lease with Lux Entertainment, a contemporary art experience creator, to open its U.S.

flagship location of the Balloon Museum in the Tin Building.

The lease provides for an initial term of five years with two additional five-year extension options.

The lease was executed after December 31, 2025, and the related change in the planned use of the Tin Building occurred after that date.

Accordingly, the Company determined this matter represents a nonrecognized (Type II) subsequent event, and no amounts have been recognized in the accompanying consolidated financial statements as of and for the year ended December 31, 2025, related to this lease or the related operational changes.

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

The Company expects to record a loss on disposal of certain assets, primarily leasehold improvements and furniture and equipment, during the first quarter of 2026.

Management is continuing to evaluate the nature and amount of the loss, including identifying the specific assets to be disposed of, confirming their carrying values, and assessing expected proceeds, if any.

Due to the recency of these events relative to the date these financial statements were issued, the Company has not completed this evaluation and, as of the issuance date, is not yet able to reasonably estimate the amount or range of the loss.

Common Stock Repurchase Program

On February 25, 2026, the Company’s board of directors approved a common stock repurchase program, which is expected to be in effect until the approved dollar amount has been used to repurchase shares (the “Common Stock Repurchase Program”).

Pursuant to the Common Stock Repurchase Program, the Company may repurchase shares of its common stock for a total purchase price of up to $ 50.0 million.

Shares may be purchased under the Common Stock Repurchase Program in open market transactions, including through block purchases, through privately negotiated transactions or pursuant to any trading plan that may be adopted in accordance with Rule 10b5-1 under the Securities Exchange Act of 1934, as amended.

The Common Stock Repurchase Program does not obligate the Company to acquire any particular amount of shares of its common stock and may be modified or suspended.

No repurchases have been made pursuant to the Common Stock Repurchase Program as of the date of this Annual Report on Form 10-K.

Accordingly, as of the date of this Annual Report on Form 10-K, $ 50.0 million remained available for repurchases under the Common Stock Repurchase Program.

SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION

12 unchanged sentences

Depreciation (e)

Historic District Area / Uplands

The Cobblestones

85 South Street

250 Water Street

250 Water Street (g)

Aviators / Las Vegas Ballpark

9 unchanged sentences

Costs related to leasehold improvements related to Seaport office lease.

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

Refer to Note 1 – Summary of Significant Accounting Policies, Assets Helf-for-Sale in the Notes to Consolidated and Combined Financial Statements included in this Annual Report for additional information.

Reconciliation of Real Estate

2 unchanged sentences

Contributions to unconsolidated ventures

Additions due to consolidation

Transfer to assets held for sale

Gain (loss) on assets held for sale

Balance as of December 31

6 unchanged sentences

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 8. Financial Statements and Supplementary Data