What changed in this filing

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Item 9A. Controls and Procedures

2026-03-04 compared with 2025-03-10 · 44 added, 70 removed, 110 unchanged (51% of the section changed)

9 unchanged sentences

Management’s Report on Internal Control over Financial Reporting

This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our registered public accounting firm as a result of the transition period established by SEC rules for newly public companies.

Additionally, our independent registered accounting firm will not be required to opine on the effectiveness of our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act of 2002 until we are no longer an “emerging growth company” as defined in the JOBS Act.

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).

Our internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

Our internal control over financial reporting includes policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;

(2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures are being made only in accordance with authorizations of our management and directors;

and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of assets that could have a material effect on our financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Under the supervision and with the participation of our management, including our chief executive officer and our chief financial officer, we evaluated the effectiveness of our internal control over financial reporting using the criteria set forth in the 2013 Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Based on our assessment and those criteria, our management concluded that our internal control over financial reporting was effective as of December 31, 2025.

OTHER INFORMATION

Rule 10b5-1 Trading Plan Arrangements

During the three months ended December 31, 2024, n o n e of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

During the year ended December 31, 2025, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted , terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

1 unchanged sentence

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

We have adopted an insider trading compliance policy and procedures that govern the purchase, sale and/or other dispositions of our securities by officers, directors, contractors, consultants and employees that are reasonably designed to promote compliance with insider trading laws, rules and regulations, as well as the listing requirements of the NYSE American.

A copy of our insider trading compliance policy is filed as Exhibit 19.1 to this Annual Report.

21 unchanged sentences

Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on August 1, 2024)

Description of Seaport Entertainment Group Inc.’s Securities

Description of Seaport Entertainment Group Inc.’s Securities (incorporated by reference to Exhibit 4.1 to the Form 10-K filed by the Company on March 10, 2025)

Investor Rights Agreement, dated October 17, 2024, by and among Pershing Square Holdings, Ltd., Pershing Square, L.P.

10 unchanged sentences

Second Amended and Restated Limited Liability Company Agreement of JG Restaurant Holdco LLC, dated March 1, 2022 (incorporated by reference to Exhibit 10.7 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

1 to the Form 10 filed by the Company on June 18, 2024)

First Amendment to Second Amended and Restated Limited Liability Company Agreement of JG Restaurant HoldCo LLC, dated July 31, 2024, by and among JG Restaurant HoldCo LLC, Seaport District NYC, Inc., JG TopCo LLC and Jean-Georges Vongerichten (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company on August 1, 2024)

Second Amended and Restated Limited Liability Company Agreement of Fulton Seafood Market, LLC, dated August 11, 2022 (incorporated by reference to Exhibit 10.8 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

Market Hall Management Agreement, dated July 1, 2020, by and between Fulton Seafood Market, LLC and Creative Culinary Management Company LLC (incorporated by reference to Exhibit 10.9 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

First Amendment to Market Hall Management Agreement, dated August 11, 2022, by and between Fulton Seafood Market, LLC and Creative Culinary Management Company LLC (incorporated by reference to Exhibit 10.10 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

Services Agreement, dated January 1, 2025, by and between Seaport Entertainment Management, LLC and Creative Culinary Management Company LLC

Amended and Restated Agreement of Lease, dated June 27, 2013, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.11 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

1 to the Form 10 filed by the Company on June 18, 2024)

First Amendment to Amended and Restated Agreement of Lease, dated January 11, 2017, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.12 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

1 to the Form 10 filed by the Company on June 18, 2024)

Second Amendment to Amended and Restated Agreement of Lease, dated October 3, 2017, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.13 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

1 to the Form 10 filed by the Company on June 18, 2024)

Third Amendment to Amended and Restated Agreement of Lease, dated October 2020, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.14 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

1 to the Form 10 filed by the Company on June 18, 2024)

Fourth Amendment to Amended and Restated Agreement of Lease, dated December 29, 2021, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.15 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

Term Loan Agreement, dated September 7, 2023, by and between 250 Seaport District, LLC and Mizuho Capital Markets LLC (incorporated by reference to Exhibit 10.16 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

Amendment to Loan Documents Agreement, dated July 31, 2024, by and among the Company, 250 Seaport District LLC, TWL-Bridgeland Holding Company, LLC and Mizuho Capital Markets LLC (incorporated by reference to Exhibit 10.7 to the Form 8-K filed by the Company on August 1, 2024)

Second Amendment to Loan Documents Agreement, dated January 1, 2025, by and among the Company, 250 Seaport District LLC, TWL-Bridgeland Holding Company, LLC and Mizuho Capital Markets LLC

Interest and Expenses Guaranty, dated July 31, 2024, by the Company for the benefit of Mizuho Capital Markets LLC (incorporated by reference to Exhibit 10.18 to Amendment No.

1 to the Form S-1 filed by the Company on August 6, 2024)

1 to the Form 10 filed by the Company on June 18, 2024)

Note Purchase Agreement, dated July 20, 2018, by and between Clark County Las Vegas Stadium, LLC and Computershare Trust Company National Association (as Trustee under that certain LVCVA (Las Vegas, NV) Receivables-Backed Pass Through Trust Agreement and Declaration of Trust) (incorporated by reference to Exhibit 10.18 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

1 to the Form 10 filed by the Company on June 18, 2024)

Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement, from Clark County Las Vegas Stadium, LLC to First American Title Insurance Company for the benefit of Wells Fargo Trust Company, National Association dated July 20, 2018 (incorporated by reference to Exhibit 10.19 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

Note Amendment After Construction Completion, dated February 1, 2021, by and between Clark County Las Vegas Stadium, LLC and Wells Fargo Trust Company, National Association, as Trustee

1 to the Form 10 filed by the Company on June 18, 2024)

Note Amendment After Construction Completion, dated February 1, 2021, by and between Clark County Las Vegas Stadium, LLC and Wells Fargo Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 10.22 to the Form 10-K filed by the Company on March 10, 2025)

Omnibus Amendment, dated July 31, 2024, by and between Clark County Las Vegas Stadium, LLC and Computershare Trust Company, National Association (incorporated by reference to Exhibit 10.8 to the Form 8-K filed by the Company on August 1, 2024)

3 unchanged sentences

on June 18, 2024)

Employment Agreement, dated September 29, 2023, by and between Howard Hughes Holdings Inc.

and Anton Nikodemus (incorporated by reference to Exhibit 10.22 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

Amendment to Employment Agreement, dated August 1, 2024, by and between the Company and Anton Nikodemus (incorporated by reference to Exhibit 10.10 to the Form 8-K filed by the Company on August 1, 2024)

Employment Agreement, dated February 2, 2024, by and between Howard Hughes Holdings Inc.

and Matthew Partridge (incorporated by reference to Exhibit 10.23 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

Amendment to Employment Agreement, dated August 1, 2024, by and between the Company and Matthew Partridge (incorporated by reference to Exhibit 10.11 to the Form 8-K filed by the Company on August 1, 2024)

Amended and Restated Employment Agreement, dated September 4, 2025, by and between the Company and Matthew Partridge (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on September 10, 2025)

Employment Agreement, dated May 1, 2024, by and between Howard Hughes Holdings Inc.

and Lucy Fato (incorporated by reference to Exhibit 10.24 to Amendment No.

1 to the Form 10 filed by Seaport Entertainment Group Inc.

on June 18, 2024)

1 to the Form 10 filed by the Company on June 18, 2024)

Amendment to Employment Agreement, dated August 1, 2024, by and between the Company and Lucy Fato (incorporated by reference to Exhibit 10.12 to the Form 8-K filed by the Company on August 1, 2024)

Employment Agreement, by and between Rebecca Sachs and the Company, dated August 7, 2025 (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by the Company on November 10, 2025)

Employment Agreement by and between Lenah Elaiwat and the Company (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on December 2, 2025)

Seaport Entertainment Group Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Amendment No.

4 to the Form 10 filed by Seaport Entertainment Group Inc.

on July 19, 2024)

4 to the Form 10 filed by the Company on July 19, 2024)

Form of Stock Option Agreement under the Seaport Entertainment Group Inc.

2 unchanged sentences

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Form 8-K filed by the Company on August 1, 2024)

Form of Performance Vesting Restricted Stock Unit Agreement under the Seaport Entertainment Group Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on March 25, 2025)

Seaport Entertainment Group Inc.

Independent Director Compensation Program (incorporated by reference to Exhibit 10.18 to the Company’s Quarterly Report on Form 10-Q filed on November 7, 2024)

Independent Director Compensation Program (incorporated by reference to Exhibit 10.18 to the Form 10-Q filed by the Company on November 7, 2024)

Purchase and Sale Agreement, dated as of August 15, 2025, by and between 250 Seaport District, LLC and 250 Water Street Owner LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by the Company on November 10, 2025)

First Amendment to Purchase and Sale Agreement, dated December 15, 2025, by and between 250 Seaport District, LLC and 250 Water Street Owner LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on December 17, 2025)

Second Amendment to Purchase and Sale Agreement, dated January 28, 2026, by and between 250 Seaport District, LLC and 250 Water Street Owner LLC

Seaport Entertainment Group Inc.

Insider Trading Compliance Policy and Procedures

Insider Trading Compliance Policy and Procedures (incorporated by reference to Exhibit 19.1 to the Form 10-K filed by the Company on March 10, 2025)

List of Subsidiaries

8 unchanged sentences

Seaport Entertainment Group Inc.

Clawback Policy

Audited Financial Statements of Fulton Seafood Market, LLC for The Years Ended December 31, 2024 and December 31, 2023

Audited Financial Statements of Fulton Seafood Market, LLC for The Years Ended December 31, 2023 and January 1, 2023

Clawback Policy (incorporated by reference to Exhibit 97.1 to the Form 10-K filed by the Company on March 10, 2025)

Audited Financial Statements of Fulton Seafood Market, LLC for The Years Ended December 31, 2024 and December 31, 2023 (incorporated by reference to Exhibit 99.1 to the Form 10-K filed by the Company on March 10, 2025)

XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

9 unchanged sentences

+ Management contract or compensatory plan or arrangement.

Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10).

The omitted information is not material and is the type of information that the registrant customarily and actually treats as private and confidential.

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

2 unchanged sentences

/s/ Matthew M.

Executive Vice President, Chief Financial Officer,

(Principal Financial Officer)

Senior Vice President, Chief Accounting Officer

(Principal Accounting Officer)

President and Chief Executive Officer

Chief Financial Officer & Treasurer

(Principal Accounting Officer and Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this Annual Report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Chief Executive Officer, President and Chairman of the Board

March 10, 2025

(Principal Executive Officer)

/s/ Matthew M.

Chief Financial Officer, Executive Vice President and Treasurer

President, Chief Executive Officer and Director

March 4, 2026

(Principal Financial Officer)

Chief Accounting Officer

Chief Financial Officer & Treasurer

March 4, 2026

(Principal Accounting Officer)

(Principal Accounting Officer and Principal Financial Officer)

/s/ Michael A.

Lead Independent Director

Chairman of the Board, Director

March 4, 2026

5 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 9A. Controls and Procedures