Seaport Entertainment Group Inc. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA ​ ​ ​ ​ Page I ndex to Consolidated and Combined Financial Statements and Financial Statement Schedule ​ ​ ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 185 ) ​ 76 Consolidated Balance Sheets as of December 31, 2025 and 2024 ​ 77 Consolidated and Combined Statements of Operations for the years ended December 31, 2025, 2024 and 2023 ​ 78 Consolidated and Combined Statements of Cash Flows for the years ended December 31, 2025, 2024 and 2023 ​ 79 Consolidated and Combined Statements of Equity for the years ended December 31, 2025, 2024 and 2023 ​ 80 Notes to the Consolidated and Combined Financial Statements ​ 81 Schedule III – Real Estate and Accumulated Depreciation ​ 116 ​ ​ ​ 75 Table of Contents Report of Independent Registered Public Accounting Firm To the Stockholders and Board of Directors of Seaport Entertainment Group Inc.: Opinion on the Consolidated Combined Financial Statements We have audited the accompanying consolidated and combined balance sheets of Seaport Entertainment Group Inc. and subsidiaries (collectively, the Company) as of December 31, 2025 and 2024, the related consolidated and combined statements of operations, equity, and cash flows for each of the years in the three-year period ended December 31, 2025, and the related notes and financial Schedule III (collectively, the consolidated and combined financial statements). In our opinion, the consolidated and combined financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2025, in conformity with U.S. generally accepted accounting principles. Carve-out Basis of Accounting 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. Our Opinion is not modified with respect to this matter. Basis for Opinion These consolidated and combined financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated and combined financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated and combined statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated and combined financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated and combined financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated and combined financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ KPMG LLP We have served as the Company’s auditor since 2022. Dallas, Texas March 4 , 202 6 76 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, ​ ​ 2025 ​ ​ ​ 2024 in thousands, except par value amounts ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ Buildings and equipment ​ $ 537,243 ​ $ 522,667 Less: accumulated depreciation ​ ( 225,662 ) ​ ( 215,484 ) Land ​ 9,497 ​ 9,497 Developments ​ — ​ 146,461 Net investment in real estate ​ 321,078 ​ 463,141 Assets held for sale ​ ​ 137,441 ​ ​ — Investments in unconsolidated ventures ​ 16,676 ​ 28,326 Cash and cash equivalents ​ 77,808 ​ 165,667 Restricted cash ​ 9,586 ​ 2,178 Accounts receivable, net ​ 7,149 ​ 5,246 Deferred expenses, net ​ 3,539 ​ 4,515 Operating lease right-of-use assets, net ​ 45,102 ​ 38,682 Other assets, net ​ 31,743 ​ 35,801 Total assets ​ $ 650,122 ​ $ 743,556 ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ ​ ​ Mortgages payable, net ​ $ 38,348 ​ $ 101,593 Mortgages payable related to assets held for sale ​ ​ 61,300 ​ ​ — Operating lease obligations ​ 56,527 ​ 47,470 Accounts payable and other liabilities ​ 27,540 ​ 23,111 Total liabilities ​ 183,715 ​ 172,174 ​ ​ ​ ​ ​ EQUITY ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 20,000 shares authorized, none issued or outstanding ​ ​ — ​ ​ — Common stock, $ 0.01 par value, 480,000 shares authorized, 12,777 issued and outstanding as of December 31, 2025 and 12,708 issued and outstanding as of December 31, 2024 ​ ​ 128 ​ ​ 127 Additional paid in capital ​ ​ 624,781 ​ ​ 613,015 Accumulated deficit ​ ( 168,402 ) ​ ( 51,660 ) Total stockholders' equity ​ 456,507 ​ 561,482 Noncontrolling interest in subsidiary ​ ​ 9,900 ​ ​ 9,900 Total equity ​ ​ 466,407 ​ ​ 571,382 Total liabilities and equity ​ $ 650,122 ​ $ 743,556 ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 77 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated and Combined Statements of Operations ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, in thousands, except per share data ​ ​ ​ 2025 ​ ​ ​ 2024 ​ 2023 REVENUES ​ ​ ​ ​ ​ ​ Hospitality revenue ​ $ 51,736 ​ $ 29,995 ​ $ 32,301 Entertainment revenue ​ 58,802 ​ 51,428 ​ 57,573 Rental revenue ​ 17,737 ​ 26,718 ​ 22,096 Other revenue ​ 2,133 ​ 2,082 ​ 2,882 Total revenues ​ 130,408 ​ 110,223 ​ 114,852 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ EXPENSES ​ ​ ​ ​ ​ ​ Hospitality costs ​ 71,252 ​ 35,252 ​ 36,113 Entertainment costs ​ 57,109 ​ 50,788 ​ 51,524 Operating costs ​ 31,384 ​ 35,044 ​ 32,371 General and administrative ​ 42,785 ​ 63,269 ​ 30,536 Depreciation and amortization ​ 32,190 ​ 34,785 ​ 48,432 Other ​ — ​ — ​ 81 Total expenses ​ 234,720 ​ 219,138 ​ 199,057 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER ​ ​ ​ ​ ​ ​ Loss on assets held for sale ​ ( 11,037 ) ​ — ​ — Provision for impairment ​ ​ — ​ ​ — ​ ​ ( 672,492 ) Other income (loss), net ​ ( 2,802 ) ​ 6,729 ​ 33 Total other ​ ( 13,839 ) ​ 6,729 ​ ( 672,459 ) Operating loss ​ ( 118,151 ) ​ ( 102,186 ) ​ ( 756,664 ) Interest income (expense) ​ 456 ​ ( 6,751 ) ​ ( 3,166 ) Equity in earnings (losses) from unconsolidated ventures ​ 2,353 ​ ( 42,125 ) ​ ( 80,375 ) Loss on extinguishment of debt ​ ​ — ​ ​ ( 1,563 ) ​ ​ ( 47 ) Loss before income taxes ​ ( 115,342 ) ​ ( 152,625 ) ​ ( 840,252 ) Income tax expense (benefit) ​ — ​ — ​ ( 2,187 ) Net loss ​ ​ ( 115,342 ) ​ ​ ( 152,625 ) ​ ​ ( 838,065 ) Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 1,400 ) ​ ​ ( 587 ) ​ ​ — Net loss attributable to common stockholders ​ $ ( 116,742 ) ​ $ ( 153,212 ) ​ $ ( 838,065 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total weighted average shares ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 12,719 ​ ​ 9,108 ​ ​ 5,522 Diluted ​ ​ 12,719 ​ ​ 9,108 ​ ​ 5,522 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 9.18 ) ​ $ ( 16.82 ) ​ $ ( 151.77 ) Diluted ​ $ ( 9.18 ) ​ $ ( 16.82 ) ​ $ ( 151.77 ) ​ The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 78 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated and Combined Statements of Cash Flows ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years ended December 31, in thousands ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ ​ 2023 CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 115,342 ) ​ $ ( 152,625 ) ​ $ ( 838,065 ) Adjustments to reconcile net loss to cash used in operating activities: ​ ​ ​ ​ ​ ​ Depreciation ​ 28,410 ​ 31,245 ​ 45,030 Amortization ​ 3,780 ​ 3,540 ​ 3,402 Amortization of deferred financing costs ​ 53 ​ 475 ​ 463 Straight-line rent amortization ​ 2,637 ​ ( 503 ) ​ ( 216 ) Stock compensation expense ​ 15,080 ​ 3,338 ​ 1,495 Deferred income taxes ​ ​ — ​ — ​ ( 2,187 ) Other ​ 1,095 ​ — ​ 1,178 Loss on extinguishment of debt ​ ​ — ​ ​ 1,563 ​ ​ 47 Loss on disposal ​ ​ 1,965 ​ ​ — ​ ​ — Loss on assets held for sale ​ ​ 11,037 ​ ​ — ​ ​ — Impairment charges ​ ​ — ​ ​ — ​ ​ 672,492 Equity in earnings (losses) from unconsolidated ventures, net of distributions and impairment charges ​ ( 2,354 ) ​ 42,768 ​ 81,364 Provision for (recovery of) doubtful accounts ​ ( 1,479 ) ​ 3,824 ​ 328 Net Changes: ​ ​ ​ ​ ​ ​ Accounts receivable ​ 479 ​ 5,203 ​ ( 5,285 ) Other assets and deferred expenses ​ 2,466 ​ 157 ​ ( 12,254 ) Deferred expenses ​ ( 320 ) ​ ( 521 ) ​ ( 175 ) Accounts payable and other liabilities ​ 2,835 ​ 8,836 ​ 1,603 Cash used in operating activities ​ ( 49,658 ) ​ ( 52,700 ) ​ ( 50,780 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ Operating property improvements ​ ( 25,016 ) ​ ( 6,725 ) ​ ( 18,747 ) Property development and redevelopment ​ ( 5,748 ) ​ ( 62,520 ) ​ ( 44,047 ) Cash and restricted cash received upon consolidation of previously unconsolidated entity ​ ​ 685 ​ ​ — ​ ​ — Investments in unconsolidated ventures ​ — ​ ( 34,120 ) ​ ( 45,527 ) Distributions from unconsolidated ventures ​ 6,258 ​ 484 ​ 19 Cash used in investing activities ​ ( 23,821 ) ​ ( 102,881 ) ​ ( 108,302 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ ​ Proceeds from mortgages payable ​ ​ — ​ ​ — ​ ​ 115,000 Deferred financing costs ​ ​ — ​ ​ ( 472 ) ​ ​ ( 2,251 ) Principal payments on mortgages payable ​ ( 1,998 ) ​ ( 55,603 ) ​ ( 101,812 ) Taxes paid on restricted stock vesting ​ ​ ( 3,368 ) ​ ​ — ​ ​ — Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 1,400 ) ​ ​ ( 587 ) ​ ​ — Proceeds from the Rights Offering ​ ​ ( 206 ) ​ ​ 166,789 ​ ​ — Net investment by Former Parent ​ — ​ 169,454 ​ 125,277 Cash (used in) provided by financing activities ​ ( 6,972 ) ​ 279,581 ​ 136,214 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in cash, cash equivalents and restricted cash ​ ( 80,451 ) ​ 124,000 ​ ( 22,868 ) Cash, cash equivalents and restricted cash at beginning of period ​ 167,845 ​ 43,845 ​ 66,713 Cash, cash equivalents and restricted cash at end of period ​ 87,394 ​ 167,845 ​ 43,845 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ 77,808 ​ 165,667 ​ 1,834 Restricted cash ​ 9,586 ​ 2,178 ​ 42,011 Cash, cash equivalents and restricted cash at end of period ​ $ 87,394 ​ $ 167,845 ​ $ 43,845 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 9,640 $ 12,807 $ 11,227 Interest capitalized ​ ​ 4,177 ​ ​ 3,628 ​ ​ 8,537 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ NON-CASH TRANSACTIONS ​ ​ ​ ​ ​ ​ ​ ​ ​ Accrued property improvements, developments, and redevelopments $ ( 147 ) $ ( 12,345 ) $ 3,344 Capitalized stock compensation ​ ​ 168 ​ ​ 441 ​ ​ 1,277 The accompanying notes are an integral part of these consolidated and combined financial statements. ​ 79 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated and Combined Statements of Equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock ​ ​ ​ Net parent ​ ​ ​ Additional paid ​ Accumulated ​ Stockholders’ ​ Noncontrolling ​ ​ ​ ​ ​ in thousands ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ investment ​ ​ ​ in capital ​ ​ ​ deficit ​ ​ ​ equity ​ ​ ​ interest ​ ​ ​ Total equity Balance, December 31, 2022 — ​ ​ — ​ $ 1,096,186 ​ — ​ — ​ $ 1,096,186 ​ — ​ $ 1,096,186 Net loss — ​ ​ — ​ ( 838,065 ) ​ — ​ — ​ ( 838,065 ) ​ — ​ ( 838,065 ) Net transfers from parent — ​ ​ — ​ 126,772 ​ — ​ — ​ 126,772 ​ — ​ 126,772 Balance, December 31, 2023 — ​ ​ — ​ $ 384,893 ​ — ​ — ​ $ 384,893 ​ — ​ $ 384,893 Net loss — ​ ​ — ​ ( 101,552 ) ​ — ​ ( 51,660 ) ​ ( 153,212 ) ​ 587 ​ ( 152,625 ) Net investment by Former Parent ​ — ​ ​ — ​ ​ 169,704 ​ ​ — ​ ​ — ​ ​ 169,704 ​ ​ — ​ ​ 169,704 Issuance of noncontrolling interests ​ — ​ ​ — ​ ​ ( 9,900 ) ​ ​ — ​ ​ — ​ ​ ( 9,900 ) ​ ​ 9,900 ​ ​ — Reclassification of net parent investment to common stock and additional paid in capital ​ 5,522 ​ ​ 55 ​ ​ ( 443,145 ) ​ ​ 443,090 ​ ​ — ​ ​ — ​ ​ — ​ ​ — Proceeds from the Rights Offering ​ 7,000 ​ ​ 70 ​ ​ — ​ ​ 166,719 ​ ​ — ​ ​ 166,789 ​ ​ — ​ ​ 166,789 Preferred distributions to noncontrolling interest in subsidiary ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 587 ) ​ ​ ( 587 ) Stock compensation 186 ​ ​ 2 ​ — ​ 3,206 ​ — ​ 3,208 ​ — ​ 3,208 Balance, December 31, 2024 12,708 ​ ​ 127 ​ $ — ​ 613,015 ​ ( 51,660 ) ​ $ 561,482 ​ 9,900 ​ $ 571,382 Net income (loss) — ​ ​ — ​ — ​ — ​ ( 116,742 ) ​ ( 116,742 ) ​ 1,400 ​ ( 115,342 ) Preferred distributions to noncontrolling interest in subsidiary — ​ ​ — ​ — ​ — ​ — ​ — ​ ( 1,400 ) ​ ( 1,400 ) Fees in connection with the Rights Offering — ​ ​ — ​ — ​ ( 206 ) ​ — ​ ( 206 ) ​ — ​ ( 206 ) Shares acquired to satisfy minimum required tax withholding on vesting restricted stock ( 94 ) ​ ​ — ​ — ​ ( 3,368 ) ​ — ​ ( 3,368 ) ​ — ​ ( 3,368 ) Stock compensation 163 ​ ​ 1 ​ — ​ 15,340 ​ — ​ 15,341 ​ — ​ 15,341 Balance, December 31, 2025 12,777 ​ $ 128 ​ $ — ​ $ 624,781 ​ $ ( 168,402 ) ​ $ 456,507 ​ $ 9,900 ​ $ 466,407 The accompanying notes are an integral part of these consolidated and combined financial statements. ​ ​ 80 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Notes to Consolidated and Combined Financial Statements (Dollars in thousands, unless otherwise stated) ​ 1. Summary of Significant Accounting Policies Description of the Company Seaport Entertainment Group Inc. (“Seaport Entertainment Group,” “SEG,” the “Company,” “we,” “our” and “us”) is a Delaware corporation and was incorporated in 2024 in connection with, and anticipation of, Howard Hughes Holdings Inc.’s (“HHH” or “Former Parent”) spin-off of its entertainment-related assets in New York City and Las Vegas. The separation of Seaport Entertainment Group from HHH (the “Separation”), which was achieved through HHH’s pro rata distribution of 100 % of the then-outstanding shares of common stock of Seaport Entertainment Group to holders of HHH common stock, was completed on July 31, 2024. Following the completion of the Separation, Seaport Entertainment Group became an independent, publicly traded company. On August 1, 2024, the Company’s common stock began trading on the NYSE American LLC under the symbol “SEG”. On June 30, 2025, the Company transferred the listing of the Company’s common stock from the NYSE American LLC to the New York Stock Exchange, continuing to trade under the symbol “SEG.” The Company was formed to own, operate and develop a unique collection of assets positioned at the intersection of entertainment and real estate and consists of three operating segments: (1) Hospitality; (2) Entertainment (previously Sponsorships, Events, and Entertainment); and (3) Landlord Operations. Our assets, which are primarily concentrated in New York City and Las Vegas, include the Seaport in Lower Manhattan (the “Seaport”), a 25 % minority interest in Jean-Georges Restaurants (defined below) as well as other partnerships, the Las Vegas Aviators Triple-A baseball team (the “Aviators”) and the Las Vegas Ballpark and an interest in and to 80 % of the air rights above the Fashion Show mall in Las Vegas. 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. The Revolving Credit Agreement provided for a revolving commitment of $ 5.0 million, with an interest rate of 10.0 % and a term of 1 year , which could have been extended for an additional 6 months at the discretion of HHH. In the fourth quarter of 2024, this Revolving Credit Agreement was terminated. The Company did not have any outstanding borrowings under this agreement. Further in connection with certain restructuring transactions to effectuate the Separation, on July 31, 2024, a subsidiary of HHH that became the Company’s subsidiary in connection with the Separation issued 10,000 shares of 14.000 % Series A preferred stock, par value $ 0.01 per share, with an aggregate liquidation preference of $ 10.0 million (the “Series A Preferred Stock”). The Series A Preferred Stock ranks senior to the Company’s interest in its subsidiary with respect to dividend rights and rights upon liquidation, dissolution and other considerations. The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed. The Series A Preferred Stock is not redeemable by the Company prior to July 11, 2029 except under limited circumstances intended to preserve certain tax benefits for HHH. 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. On October 17, 2024, the Company completed the Rights Offering and issued an aggregate 7.0 million shares of common stock at the subscription price of $ 25.00 per whole share for total gross proceeds of $ 175.0 million. Overall, the Rights Offering was over-subscribed, with total demand of 14.1 million shares. 81 Table of Contents Principles of Consolidation and Combination and Basis of Presentation 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 HHH prior to the Separation that were transferred to Seaport Entertainment Group Inc. on July 31, 2024 in connection with the Separation. Prior to the Separation, we operated as part of HHH and not as a standalone company. Our financial statements for the periods until the Separation on July 31, 2024 are combined financial statements prepared on a carve-out basis derived from the accounting records of HHH. Our financial statements for the periods beginning on and after August 1, 2024 are consolidated financial statements based on our financial position, results of operations and cash flows as a standalone company. The accompanying 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 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. All significant intercompany transactions within the Company have been eliminated. All transactions between the Company and HHH are considered to be effectively settled in the 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. These Consolidated and Combined Financial Statements include expense allocations for: (1) certain support functions that were provided on a centralized basis within HHH, including, but not limited to property management, development, executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, facilities, and risk management; and (2) employee benefits and compensation, including stock-based compensation. These expenses have been allocated to the Company on the basis of direct time spent on Company projects where identifiable, with the remainder allocated on a basis of revenue, headcount, payroll costs, or other applicable measures. For an additional discussion and quantification of expense allocations, see Note 14 – Related-Party Transactions . 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 82 Table of Contents 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. Debt obligations and related financing costs of HHH have not been included in the Consolidated and Combined Financial Statements of the Company, because the Company’s business was not a party to the obligations between HHH and the debt holders. Further, the Company did not guarantee any of HHH’s debt obligations. Prior to the Separation, the income tax provision in the Consolidated and Combined Statements of Operations was calculated as if the Company was operating on a standalone basis and filed separate tax returns in the jurisdictions in which it operates. Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the Company’s actual tax balances prior to or subsequent to the carve-out. Following the Separation, the Company files its own tax 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 year ended December 31, 2023. 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 . Variable Interest Entities The Company has interests in various legal entities that represent a variable interest entity. A VIE is an entity: (a) that has total equity at risk that is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other entities; (b) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual return, or both (i.e., lack the characteristics of a controlling financial interest); or (c) where the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights. The Company determines if a legal entity is a VIE by performing a qualitative analysis that requires certain subjective decisions, taking into consideration the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties and the purpose of the arrangement. Upon the occurrence of certain reconsideration events, the Company reassesses its initial determination as to whether the entity is a VIE. The Company also performs a qualitative assessment of each VIE to determine if it is the primary beneficiary. The Company is the primary beneficiary and would consolidate the VIE if it has a controlling financial interest where it has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. This assessment requires certain subjective decisions, taking into consideration the contractual agreements that define the ownership structure, the design of the entity, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties. Management’s assessment of whether the Company is the primary beneficiary of a VIE is continuously performed. Upon initial consolidation of a VIE, the Company records the assets, liabilities and noncontrolling interests at fair value and recognizes a gain or loss for the difference between (i) the fair value of the consideration paid, the fair value of noncontrolling interests and the reported amount of any previously held interests and (ii) the net amount of the fair value of the assets and liabilities. 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 83 Table of Contents 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 The Company’s investments in unconsolidated ventures are accounted for under the equity method to the extent that, based on contractual rights associated with the investments, the Company can exert significant influence over a venture’s operations. Under the equity method, the Company’s investment in the venture is recorded at cost and is subsequently adjusted to recognize the Company’s allocable share of the earnings or losses of the venture. Dividends and distributions received by the Company are recognized as a reduction in the carrying amount of the investment. Generally, joint venture operating agreements provide that assets, liabilities, funding obligations, profits and losses, and cash flows are shared in accordance with ownership percentages. For certain equity method investments, various provisions in the joint venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and preferred returns may result in the Company’s economic interest differing from its stated ownership or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities. For these investments, the Company recognizes income or loss based on the joint venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing percentage. The Company periodically assesses the appropriateness of the carrying amount of its equity method investments, as events or changes in circumstance may indicate that a decrease in value has occurred which is other‑than‑temporary. In addition to the property‑specific impairment analysis performed on the underlying assets of the investment, the Company also considers the ownership, distribution preferences, limitations and rights to sell and repurchase its ownership interests. If a decrease in value of an investment is deemed to be other‑than‑temporary, the investment is reduced to its estimated fair value and an impairment-related loss is recognized in the Consolidated and Combined Statements of Operations as a component of Equity in earnings (losses) from investments in unconsolidated ventures. For investments in ventures where the Company has virtually no influence over operations and the investments do not have a readily determinable fair value, the Company has elected the measurement alternative to carry the securities at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the issuer. Equity securities not accounted for under the equity method, or where the measurement alternative has not been elected, are required to be reported at fair value with unrealized gains and losses reported in the Consolidated and Combined Statements of Operations as Net unrealized gains (losses) on instruments measured at fair value through earnings. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions include, but are not limited to, capitalization of development costs, provision for income taxes, future cash flows used in impairment analysis and fair value used in impairment calculations, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets acquired and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs. Actual results could differ from these and other estimates. 84 Table of Contents 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. 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. 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 Buildings and Equipment and Land Real estate assets are stated at cost less any provisions for impairments and depreciation as applicable. Expenditures for significant improvements to the Company’s assets are capitalized. Tenant improvements relating to the Company’s real estate assets are capitalized and depreciated over the shorter of their economic lives or the lease term. Maintenance and repair costs are charged to expense when incurred. Depreciation The Company periodically reviews the estimated useful lives of Building and Equipment. Depreciation or amortization expense is computed using the straight‑line method based upon the following estimated useful lives: ​ Asset Type ​ ​ ​ Years ​ ​ ​ Balance Sheet Location Buildings and improvements ​ 7 - 40 ​ Buildings and Equipment ​ Equipment and fixtures ​ 5 - 20 ​ Buildings and Equipment ​ Computer hardware and software, and vehicles ​ 3 - 5 ​ Buildings and Equipment ​ Tenant improvements ​ Related lease term ​ Buildings and Equipment ​ Leasing costs ​ Related lease term ​ Other assets, net ​ ​ From time to time, the Company may reassess the development strategies for certain buildings and improvements which results in changes to the Company’s estimate of their remaining useful lives. The Company did not recognize additional depreciation expense of significance for the years ended December 31, 2025, 2024, and 2023. ​ 85 Table of Contents Developments Development costs, which primarily include direct costs related to placing the asset in service associated with specific development properties, are capitalized as part of the property being developed. Construction and improvement costs incurred in connection with the development of new properties, or the redevelopment of existing properties are capitalized before they are placed into service. Costs include planning, engineering, design, direct material, labor and subcontract costs. 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. Capitalized costs related to a project where the Company has determined not to move forward are expensed if they are deemed not recoverable. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated with redevelopments are expensed as incurred unless the demolition was included in the Company’s development plans and imminent as of the acquisition date of an asset. Once an asset is placed into service, it is depreciated in accordance with the Company’s policy. In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are evaluated for impairment. Developments consist of the following categories as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ thousands ​ ​ ​ 2025 ​ ​ ​ 2024 Land and improvements $ — $ 51,718 Development costs ​ ​ — ​ ​ 94,743 Total Developments (a) $ — $ 146,461 (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 The Company accounts for the acquisition of real estate properties in accordance with Accounting Standards Codification (ASC) 805 Business Combinations (ASC 805). This methodology requires that assets acquired, and liabilities assumed be recorded at their fair values on the date of acquisition for business combinations and at relative fair values for asset acquisitions. Acquisition costs related to the acquisition of a business are expensed as incurred. Costs directly related to asset acquisitions are considered additions to the purchase price and increase the cost basis of such assets. The fair value of tangible assets of an acquired property (which includes land, buildings and improvements) is determined by valuing the property as if it were vacant, and the as-if-vacant value is then allocated to land, buildings and improvements based on management’s determination of the fair value of these assets. The as-if-vacant values are derived from several sources which incorporate significant unobservable inputs that are classified as Level 3 inputs in the fair value hierarchy and primarily include a discounted cash flow analysis using discount and capitalization rates based on recent comparable market transactions, where available. The fair value of acquired intangible assets consisting of in-place, above-market and below-market leases is recorded based on a variety of considerations, some of which incorporate significant unobservable inputs that are classified as Level 3 inputs in the fair value hierarchy. In-place lease considerations include, but are not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases (i.e., the market cost to execute a lease, including leasing commissions and tenant improvements); (2) the value associated with lost revenue related to tenant reimbursable operating costs incurred during the assumed lease-up period (i.e., real estate taxes, insurance and certain other operating expenses); and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Above-market and below-market leases are valued at the present value, using a discount rate that reflects the risks associated with the leases acquired, of the difference between (1) the contractual amounts to be paid pursuant to the in-place lease; and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below-market renewal option periods. 86 Table of Contents Impairment The Company reviews its long-lived assets (including those held by its unconsolidated ventures) for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as occupancy, rental rates, capital requirements and sales values that could differ materially from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision is recorded to write down the carrying amount of the asset to its fair value. Impairment indicators include, but are not limited to, significant changes in projected completion dates, stabilization dates, operating revenues or cash flows, development costs, ongoing low occupancy, and market factors. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset. Assets that have been impaired will in the future have lower depreciation and cost of sale expenses. The impairment will have no impact on cash flow. ​ Fair Value Measurements For assets and liabilities accounted for or disclosed at fair value, the Company utilizes the fair value hierarchy established by the accounting guidance for fair value measurements and disclosures to categorize the inputs to valuation techniques used to measure fair value into three levels. The three levels of inputs are as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with maturities at date of purchase of three months or less and deposits with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high-quality institutions in order to minimize the concentration of counterparty credit risk. Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to the payment of principal and interest on the Company’s outstanding mortgages payable and the deposit received from the purchaser as part of the pending sale of the 250 Water Street. The sale of 250 Water Street closed in February 2026. Refer to Note 15 – Subsequent Events for additional details. Accounts Receivable, net Accounts receivable includes tenant receivables, straight-line rent receivables, and other receivables. On a quarterly basis, management reviews tenant receivables and straight-line rent assets for collectability. As required under ASC 842 Leases (ASC 842), this analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends. When full collection of a lease receivable 87 Table of Contents or future lease payment is not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis. The Company also records reserves for estimated losses under ASC 450 Contingencies (ASC 450) if the estimated losses are probable and can be reasonably estimated. Other receivables are primarily related to short-term trade receivables. The Company is exposed to credit losses through the sale of goods and services to customers. As required under ASC 326 Financial Instruments – Credit Losses (ASC 326), the Company assesses its exposure to credit loss related to these receivables on a quarterly basis based on historical collection experience and future expectations by portfolio. As of December 31, 2025 and 2024, there were no material past due receivables and there have been no material write-offs or recoveries of amounts previously written-off. The following table represents the components of Accounts receivable, net of amounts considered uncollectible, in the accompanying Consolidated and Combined Balance Sheets as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, in thousands ​ 2025 ​ 2024 Tenant receivables ​ $ 385 ​ $ 285 Straight-line rent receivables ​ 2,935 ​ 2,780 Other receivables ​ 3,829 ​ 2,181 Accounts receivable, net (a) ​ $ 7,149 ​ $ 5,246 (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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, in thousands ​ ​ ​ ​ 2025 ​ ​ ​ ​ 2024 ​ ​ ​ 2023 Statements of Operations Location ​ ​ ​ ​ ​ ​ Rental revenue ​ $ ( 1,166 ) ​ $ 1,461 ​ $ 288 Hospitality costs ​ ​ — ​ ​ 140 ​ ​ 41 Entertainment costs ​ ​ ( 227 ) ​ ​ 2,197 ​ ​ 338 Operating costs ​ ( 86 ) ​ 26 ​ 80 Total (income) expense impact ​ $ ( 1,479 ) ​ $ 3,824 ​ $ 747 ​ 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. Other Assets, net The major components of Other assets, net include various intangibles, security deposits, prepaid expenses, and food and beverage and merchandise inventory related to the Company’s properties. The Company’s intangibles include the player development license agreement with Major League Baseball (“MLB”) and other intangibles relating to the Aviators. The Company amortizes finite-lived intangible assets less any residual value, if applicable, on a straight-line basis over the term of the related lease or the estimated useful life of the asset. 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 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. 88 Table of Contents Income Taxes The Company utilizes the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial statements carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect for years in which the temporary differences are expected to reverse. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. The Company periodically assesses the realizability of its deferred tax assets. If the Company concludes that it is more likely than not that some of the deferred tax assets will not be realized, the tax asset is reduced by a valuation allowance. The Company considers many factors when assessing the likelihood of future realization of deferred tax assets, including expectations of future taxable income, carryforward periods available to the Company for tax reporting purposes, various income tax strategies and other relevant factors. In addition, interest and penalties related to uncertain tax positions, if necessary, are recognized in income tax expense. Deferred Expenses, net Deferred expenses consist principally of leasing costs. Deferred leasing costs are amortized using the straight‑line method over the related lease term. Deferred expenses are shown net of accumulated amortization of $ 1.4 million and $ 1.1 million as of December 31, 2025 and 2024, respectively. Marketing and Advertising The Company incurs various marketing and advertising costs as part of development, branding, leasing or sales initiatives. These costs include special events, broadcasts, direct mail, and online digital and social media programs, and they are expensed as incurred. For the years ended December 31, 2025, 2024, and 2023, marketing and advertising expenses were $ 3.9 million, $ 5.7 million, and $ 6.2 million, respectively. Deferred Offering Costs Deferred offering costs represent amounts paid for legal, accounting, consulting and other offering expenses in conjunction with the proposed or actual offering of securities and are recorded as a reduction against the gross proceeds of the offering. 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, 89 Table of Contents 2026. 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 Prior to the Separation on July 31, 2024, certain employees of the Company participated in HHH’s stock-based compensation plans. Stock-based compensation expense was attributed to the Company based on the awards and terms previously granted to those employees and was recorded in the Consolidated and Combined Statements of Operations. Subsequent to the Separation, the Company issued stock options, restricted stock and restricted stock units. Stock-based compensation expense is measured based on the grant date fair value of those awards and is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, except for shares of stock granted to non-employee directors which, unless otherwise provided under the applicable award agreement, are fully vested, and are expensed at the grant date. Stock-based compensation expense is based on awards outstanding, and forfeitures are recognized as they occur. Stock-based compensation expense is included as part of expenses in the accompanying Consolidated and Combined Statements of Operations. Earnings (Loss) per Share For the periods ending after the date of Separation, basic earnings per share (“EPS”) attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS reflects the effect of the assumed vesting of restricted stock, restricted stock units and the exercise of stock options only in the periods in which such effect would have been dilutive. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents would be antidilutive due to losses from continuing operations. Revenue Recognition and Related Matters 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. Single baseball and concert tickets are recognized at a point in time. The baseball and concert related payments are made in advance or on the day of the event. Events-related service revenue is recognized at the time the customer receives the benefit of the service, with a portion of related payments made in advance, as per the agreements, and the remainder of the payment made on the day of the event. For concession sales, the transaction price is the net amount collected from the customer at the time of service and revenue is recognized at a point in time when the food or beverage is provided to the customer. In all other cases, the transaction prices are fixed, stipulated in the ticket, and representative in each case of a single performance obligation. Baseball-related and other advertising and sponsorship agreements allow third parties to display their advertising and products at the Company‘s venues for a certain amount of time and relate to a single performance obligation. The agreements generally cover a baseball season or other contractual period of time, and the related revenue is generally recognized on a straight-line basis over time, as time elapses, unless a specific performance obligation exists within the 90 Table of Contents sponsorship contract where point-in-time delivery occurs and recognition at a specific performance or delivery date is more appropriate. Consideration terms for these services are fixed in each respective agreement and paid in accordance with individual contractual terms. Entertainment revenue is disclosed net of any refunds, which are settled and recorded at the time of an event cancellation. The Company does not accrue or estimate any obligations related to refunds. Rental Revenue Rental revenue is associated with the Company’s Landlord Operations assets and is comprised of minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries, and overage rent. Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues also include amortization related to above and below-market tenant leases on acquired properties. Rent payments for landlord assets are due on the first day of each month during the lease term. Recoveries from tenants are stipulated in the leases, are generally computed based upon a formula related to real estate taxes, insurance, and other real estate operating expenses, and are generally recognized as revenues in the period the related costs are incurred. Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease. If the lease provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, rental revenue begins when the improvements are substantially complete. When the tenant is the owner of the tenant improvements, any tenant allowance funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term. Other Revenue Other revenue is comprised of sponsorship agreement revenue on our Landlord Operations assets and other miscellaneous revenue. Sponsorship related revenue is recognized on a straight-line basis over the contractual period of time. Other miscellaneous revenue is recognized at a point in time, at the time of sale when payment is received, and the customer receives the good or service. Accounting Pronouncements Adopted During the Current Year In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes. The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The amendments in this ASU are effective for fiscal years beginning after December 15, 2024. The Company 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 91 Table of Contents 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. ​ ​ 2. Investments in Unconsolidated Ventures In the normal course of business, the Company enters into partnerships and ventures with an emphasis on investments associated with businesses that operate at the Company’s real estate assets and other hospitality and entertainment-related investments. The Company does not consolidate the investments in the periods presented below as it does not have a controlling financial interest in these ventures. As such, the Company primarily reports its interests in accordance with the equity method. Additionally, the Company evaluates its equity method investments for significance in accordance with Regulation S-X, Rule 3-09 and Regulation S-X, Rule 4-08(g) and presents separate annual financial statements or summarized financial information, respectively, as required by those rules. Investments in unconsolidated ventures consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest (a) ​ ​ ​ Carrying Value ​ ​ ​ Share of Earnings (Losses)/ Dividends ​ December 31, December 31, December 31, ​ ​ ​ December 31, Year Ended December 31, in thousands except percentages 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Equity Method Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Lawn Club (b) 50 % 50 % $ 2,569 ​ $ 6,103 ​ $ 2,649 ​ $ 626 ​ $ ( 1,196 ) Ssäm Bar (e) ​ — % — % ​ — ​ ​ — ​ ​ — ​ ​ 181 ​ ​ ( 5,981 ) Tin Building by Jean-Georges (b) (c) (d) 100 % 65 % — ​ 7,746 ​ — ​ ( 33,000 ) ​ ( 42,531 ) Jean-Georges Restaurants 25 % 25 % 14,107 ​ 14,477 ​ ( 296 ) ​ ( 9,932 ) ​ ( 30,667 ) Investments in unconsolidated ventures ​ ​ ​ $ 16,676 ​ $ 28,326 ​ $ 2,353 ​ $ ( 42,125 ) ​ $ ( 80,375 ) (a) Ownership interests presented reflect the Company’s stated ownership interest or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities. (b) For these equity method investments, various provisions in the venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and preferred returns may result in the Company’s economic interest differing from its stated interest or final profit-sharing interest. For these investments, the Company recognizes income or loss based on the venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing interest. (c) On January 1, 2025, the Company became the primary beneficiary of the Tin Building by Jean-Georges and began consolidating the Company’s investment in this venture into the Company’s financial statements. Refer to discussion below for additional details. (d) On June 30, 2025, the Company’s ownership interest in the Tin Building by Jean-Georges increased to 100 % through the execution of membership interest transfers from HHC Seafood Market Member, LLC, an indirect subsidiary of the Company (“HHC Seafood”), and VS-Fulton Seafood Market LLC, a wholly owned subsidiary of Jean-Georges Restaurants (“Fulton Partner” and together with HHC Seafood, the “Assignors”) to a wholly owned subsidiary of the Company. Refer to discussion below for additional details. 92 Table of Contents (e) The Ssäm Bar joint venture was liquidated in May 2024. Refer to discussion below for additional details. ​ The Lawn Club In 2021, the Company formed HHC Lawn Games, LLC with The Lawn Club NYC, LLC (“Endorphin Ventures”), to construct and operate an immersive indoor and outdoor restaurant that includes an extensive area of indoor grass, a stylish clubhouse bar, and a wide variety of lawn games. This concept opened in the fourth quarter of 2023. Under the terms of the initial agreement, the Company funded 80 % of the cost to construct the restaurant, and Endorphin Ventures contributed the remaining 20 %. In October 2023, the members executed an amended LLC agreement, pursuant to which the Company agreed to fund 90 % of any remaining capital requirements for the venture, and Endorphin Ventures agreed to fund 10 % of any remaining capital 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. Upon the return of each member’s contributed capital and a preferred return to the Company, distributions and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest. The Company also entered into a lease agreement with HHC Lawn Games, LLC pursuant to which the Company agreed to lease approximately 27,000 square feet of the Fulton Market Building to this venture. Ssäm Bar In 2016, the Company formed Pier 17 Restaurant C101, LLC (“Ssäm Bar”) with MomoPier, LLC (“Momofuku”) to construct and operate a restaurant and bar at Pier 17 in the Seaport, which opened in 2019. The Company recognized its share of income or loss based on the joint venture’s distribution priorities, which could fluctuate over time. The Ssäm Bar restaurant closed during the third quarter of 2023, and the venture was liquidated in May 2024. The Company received a liquidating distribution of its share of the venture’s remaining assets during the third quarter of 2024. Additionally, the Company recognized an impairment of $ 5.0 million related to this investment in the year ended December 31, 2023. See Note 3 – Impairment for additional information. Tin Building by Jean-Georges In 2015, the Company, together with Fulton Partner, formed Fulton Seafood Market, LLC (“Tin Building by Jean-Georges”) to operate a 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-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 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 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. 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 93 Table of Contents 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: ​ ​ ​ ​ ​ in thousands ​ ​ ​ Purchase Price Allocation Building and equipment ​ $ 7,174 Cash and cash equivalents ​ ​ 685 Accounts receivable, net ​ ​ 825 Other assets, net ​ ​ 1,564 Total assets ​ ​ 10,248 Accounts payable and other liabilities ​ ​ ( 2,502 ) Total liabilities ​ ​ ( 2,502 ) Net assets assumed ​ $ 7,746 ​ The 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 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 In March 2022, the Company acquired a 25 % interest in JG Restaurant HoldCo LLC (“Jean-Georges Restaurants”) for $ 45.0 million from JG TopCo LLC (“Jean-Georges”). Jean-Georges Restaurants currently has over 40 hospitality offerings and a pipeline of new concepts. The Company accounts for its ownership interest in accordance with the equity method and recorded its initial investment at cost, inclusive of legal fees and transaction costs. Under the terms of the current operating agreement, all cash distributions and the recognition of income-producing activities will be pro rata based on stated ownership interest. The Company recognized an impairment of $ 30.8 million related to this investment in the year ended December 31, 2023. See Note 3 – Impairment for additional information. Concurrent with the Company’s acquisition of the 25 % interest in Jean-Georges Restaurants, the Company entered into a warrant agreement with Jean-Georges. The Company paid $ 10.0 million for the option to acquire up to an additional 20 % interest in Jean-Georges Restaurants at a fixed exercise price per share subject to certain anti-dilution provisions. Should the warrant agreement be exercised by the Company, the $ 10.0 million will be credited against the aggregate exercise price of the warrants. The 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 94 Table of Contents 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 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. Financial statements information is included for each investment for all periods in which the Company’s ownership interest was accounted for as an equity method investment. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, in thousands ​ 2025 ​ 2024 Balance Sheet ​ ​ ​ ​ ​ ​ Total Assets ​ $ 72,980 ​ $ 155,523 Total Liabilities ​ 60,881 ​ 125,623 Total Equity ​ ​ 9,081 ​ ​ 29,900 Non-Controlling Interest ​ ​ ( 1,485 ) ​ ​ ( 1,105 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Income Statement ​ ​ ​ ​ ​ ​ ​ ​ ​ Revenues ​ $ 94,356 ​ $ 123,257 ​ $ 118,674 Operating Profit (Loss) ​ 12,656 ​ ( 3,961 ) ​ ( 39,196 ) Net Loss ​ ​ ( 347 ) ​ ​ ( 31,252 ) ​ ​ ( 43,798 ) Net loss attributable to the Controlling Interest ​ $ ( 1,877 ) ​ $ ( 30,844 ) ​ $ ( 43,264 ) 3. ​ ​ ​ 95 Table of Contents 3. Impairment The Company reviews its long-lived assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable. Impairment or disposal of long-lived assets in accordance with ASC 360 Property, Plant, and Equipment (ASC 360) requires that if impairment indicators exist and expected undiscounted cash flows generated by the asset over an anticipated holding period are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of the asset to its fair value. The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above- or below-market rate of return. The Company evaluates each investment in an unconsolidated venture discussed in Note 2 – Investments in Unconsolidated Ventures periodically for recoverability and valuation declines that are other-than-temporary. If the decrease in value of an investment is deemed to be other-than-temporary, the investment is reduced to its estimated fair value. During the year ended December 31, 2023, the Company recorded a $ 709.5 million impairment charge related to Seaport properties in the Landlord Operations segment and investments in the Hospitality segment. The Company recognized the impairment due to decreases in estimated future cash flows due to significant uncertainty of future performance as stabilization and profitability are taking longer than expected, pressure on the current cost structure, decreased demand for office space, as well as an increase in the capitalization rate and a decrease in restaurant multiples used to evaluate future cash flows. The Company used 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 . During the year ended December 31, 2024, the Company recorded a $ 10.0 million impairment charge related to the warrant agreement with Jean-Georges to acquire up to an additional 20 % interest in Jean-Georges Restaurants at a fixed exercise price per share. 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. ​ The assumptions and estimates included in the Company’s impairment analysis require significant judgment about future events, market conditions, and financial performance. Actual results may differ from these assumptions. There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future. The following table summarizes the pre-tax impacts of the impairments mentioned above to the Consolidated and Combined Statements of Operations for the year ended December 31, 2025 and Combined Statements of Operations for the year ended December 31, 2024. There were no impairments recorded in the year ended December 31, 2025. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands ​ ​ ​ Statements of Operations Line Item ​ ​ ​ 2025 ​ ​ ​ 2024 Building and equipment ​ Provision for impairment ​ $ — ​ $ — Land ​ Provision for impairment ​ ​ — ​ ​ — Developments ​ Provision for impairment ​ ​ — ​ ​ — Net investments in real estate ​ ​ ​ ​ — ​ ​ — Investments in unconsolidated ventures (a) ​ Equity in losses from unconsolidated ventures ​ ​ — ​ ​ 10,000 Total impairment ​ ​ ​ $ — ​ $ 10,000 (a) As of December 31, 2024, impairment charges relate to the warrants which were issued of Jean-Georges Restaurants . ​ 96 Table of Contents 4. Other Assets and Liabilities Other Assets, net The following table summarizes the significant components of Other assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, in thousands ​ 2025 ​ 2024 Intangibles ​ $ 14,224 ​ $ 17,379 Security and other deposits ​ 10,978 ​ 11,116 Food and beverage and merchandise inventory ​ 2,340 ​ 1,875 Prepaid expenses ​ 3,886 ​ 4,862 Other ​ 315 ​ 569 Other assets, net ​ $ 31,743 ​ $ 35,801 ​ Accounts Payable and Other Liabilities The following table summarizes the significant components of Accounts payable and other liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, in thousands ​ 2025 ​ 2024 Deferred income ​ $ 5,378 ​ $ 3,946 Accounts payable and accrued expenses ​ 7,950 ​ 10,998 Construction payables ​ — ​ 73 Accrued payroll and other employee liabilities ​ 5,349 ​ 5,961 Accrued interest ​ 649 ​ 84 Tenant and other deposits ​ 7,988 ​ 682 Other ​ 226 ​ 1,367 Accounts payable and other liabilities ​ $ 27,540 ​ $ 23,111 ​ ​ 5. Intangibles The following table summarizes the Company’s intangible assets and liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of December 31, 2025 ​ As of December 31, 2024 ​ ​ ​ ​ ​ Accumulated ​ Net ​ Gross ​ Accumulated ​ Net ​ ​ Gross Asset ​ (Amortization)/ ​ Carrying ​ Asset ​ (Amortization)/ ​ Carrying in thousands ​ (Liability) ​ ​ ​ Accretion ​ ​ ​ Amount ​ ​ ​ (Liability) ​ ​ ​ Accretion ​ ​ ​ Amount Intangible Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ License agreement with MLB (a) ​ $ 24,872 ​ $ ( 12,544 ) $ 12,328 ​ $ 24,872 $ ( 9,949 ) $ 14,923 Other definite lived intangibles (b) ​ ​ 6,844 ​ ​ ( 4,948 ) ​ 1,896 ​ ​ 6,844 ​ ( 4,388 ) ​ 2,456 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Tenant leases: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Below-market ​ ​ ( 3,679 ) ​ ​ 3,679 ​ — ​ ​ ( 3,679 ) ​ 3,679 ​ — Total amortizing intangibles ​ $ 28,037 $ ( 13,813 ) $ 14,224 ​ $ 28,037 $ ( 10,658 ) $ 17,379 (a) Represents 10 -year player development agreement between the Aviators and MLB. (b) Includes a franchise relationship and food and beverage contract associated with the Aviators ​ The tenant below-market lease intangible liabilities resulted from real estate acquisitions. The below-market tenant leases are included in Accounts payable and other liabilities and are amortized over the remaining non-cancelable terms of the respective leases. See Note 4 – Other Assets and Liabilities for additional information regarding Other assets, net and Accounts payable and other liabilities. The Company has no indefinite lived intangible assets. 97 Table of Contents Net amortization and accretion expense for these intangible assets and liabilities was $ 3.2 million, $ 2.9 million, and $ 2.8 million in 2025, 2024, and 2023, respectively. Future net amortization and accretion expense is estimated for each of the five succeeding years as shown below: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands ​ ​ ​ 2026 ​ ​ ​ 2027 ​ ​ ​ 2028 ​ ​ ​ 2029 ​ ​ ​ 2030 Net amortization and accretion expense $ 2,946 ​ $ 2,686 $ 2,635 ​ $ 2,635 ​ $ 2,635 ​ ​ 6. Mortgages Payable, Net Mortgages payable, net are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, in thousands ​ 2025 ​ 2024 Fixed-rate debt ​ ​ ​ ​ ​ ​ Secured mortgages payable ​ $ 39,090 ​ $ 41,087 Variable-rate debt ​ ​ ​ ​ ​ ​ Secured mortgages payable ​ — ​ 61,300 Unamortized deferred financing costs ​ ( 742 ) ​ ( 794 ) Mortgages payable, net ​ $ 38,348 ​ $ 101,593 Secured mortgages payable related to assets held for sale (1) ​ ​ 61,300 ​ ​ — Mortgages payable related to assets held for sale ​ $ 61,300 ​ $ — (1) This mortgage relates to 250 Water Street, which is classified as held for sale as of 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. Secured mortgages payable are without recourse to the Company at December 31, 2025. Secured Mortgages Payable The Company’s outstanding mortgages are collateralized by certain of the Company’s real estate assets. The Company’s fixed-rate debt obligation requires semi-annual installments of principal and interest, and the Company’s variable-rate debt requires monthly installments of only interest. As of December 31, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development. The following table summarizes the Company’s secured mortgages payable: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ $in thousands ​ Principal ​ Rate ​ Maturity Date ​ Principal ​ Rate ​ Maturity Date Fixed rate (a) ​ $ 39,090 4.92 % December 15, 2038 ​ $ 41,087 4.92 % December 15, 2038 Variable rate (b) (c) ​ 61,300 10.77 % July 1, 2029 ​ 61,300 9.49 % July 1, 2029 Secured mortgages payable ​ $ 100,390 ​ ​ ​ ​ ​ $ 102,387 ​ ​ ​ (a) The Company has one fixed-rate debt obligation as of December 31, 2025, and December 31, 2024. The interest rate presented is based upon the coupon rate of the debt. (b) The Company has one variable-rate debt obligation as of December 31, 2025, and December 31, 2024. The interest rate presented is based on the applicable reference interest rate as of December 31, 2025, and December 31, 2024. (c) The Company has a total return swap with the lender in connection with its variable-rate debt. At December 31, 2025, the assumed rate of the indebtedness associated with our variable-rate debt obligation is based on SOFR + 4.5 % , which is the combination of the interest rates on two instruments: (i) the variable-rate debt obligation, pursuant to which the Company is obligated to pay the lender an amount equal to SOFR + 7.0 % , and (ii) the total return swap, pursuant to which the Company is entitled to receive 2.5 % from the lender. 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 98 Table of Contents 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. 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. Scheduled Maturities The following table summarizes the contractual obligations relating to the Company’s mortgages payable as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Mortgages payable ​ ​ principal thousands ​ payments 2026 ​ $ 2,097 2027 ​ 2,201 2028 ​ 2,311 2029 ​ 2,426 2030 ​ 2,547 Thereafter ​ 27,508 Total principal payments ​ 39,090 Unamortized deferred financing costs ​ ( 742 ) Mortgages payable, net ​ $ 38,348 ​ ​ 7. Fair Value ASC 820 Fair Value Measurement (ASC 820), emphasizes that fair value is a market-based measurement that should be determined using assumptions market participants would use in pricing an asset or liability. The standard establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets or liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the asset or liability. Assets or liabilities with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. 99 Table of Contents The following table presents the fair value measurement hierarchy levels required under ASC 820 for the estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 ​ ​ ​ December 31, 2024 ​ ​ Fair Value ​ Carrying ​ ​ ​ Estimated ​ Carrying ​ ​ ​ Estimated in thousands ​ Hierarchy ​ Amount ​ Fair Value ​ Amount ​ Fair Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and Restricted cash Level 1 ​ $ 87,394 ​ $ 87,394 ​ $ 167,845 ​ $ 167,845 Accounts receivable, net (a) Level 3 ​ 7,149 ​ 7,149 ​ 5,246 ​ 5,246 Assets held for sale Level 2 ​ 137,441 ​ 137,441 ​ — ​ — Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed-rate debt (b) Level 2 ​ 39,090 ​ 38,142 ​ 41,087 ​ 40,032 Variable-rate debt Level 2 ​ ​ 61,300 ​ ​ 61,300 ​ 61,300 ​ 61,300 (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. Refer to Note 1 – Summary of Significant Accounting Policies for additional information on the allowance. (b) Excludes related unamortized financing costs. The carrying amounts of Cash and Restricted cash and Accounts receivable, net approximate fair value because of the short‑term maturity of these instruments. The fair value of assets held for sale in the table above was estimated based on the purchase and sale agreement to sell 250 Water Street (Level 2: observable market-based input). Refer to Note 1 – Summary of Significant Accounting Policies – Assets Held-for-Sale for additional information. The fair value of fixed-rate debt in the table above was estimated based on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the SOFR or U.S. Treasury obligation interest rates as of December 31, 2025. Refer to Note 6 – Mortgages Payable, Net for additional information. The discount rates reflect the Company’s judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The carrying amount 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. ​ 8. Commitments and Contingencies Litigation From time to time, the Company may be a party to certain legal proceedings incidental to the normal course of the Company’s business. While the outcome of legal proceedings cannot be predicted with certainty, the Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition. Operating Leases The Company leases land or buildings at certain properties from third parties, which are recorded in Operating lease right-of-use assets, net, and Operating lease obligations on the Consolidated and Combined Balance Sheets. See Note 11 – Leases for additional information. Contractual rental expense was $ 6.9 million, $ 6.6 million, and $ 6.7 million for the years ended December 31, 2025, 2024 and 2023, respectively. The amortization of straight‑line rents included in the contractual rent amount was $ 2.6 million, $ 2.0 million and $ 2.5 million for the years ended December 31, 2025, 2024 and 2023, respectively. ​ 100 Table of Contents 9. Income Taxes ​ Deferred income taxes are accounted for using the asset and liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on the differences between the financial reporting and tax basis of assets and liabilities using enacted tax rates currently in effect. Deferred income taxes also reflect the impact of operating loss and tax credit carryforwards. ​ The following summarizes Income tax (benefit) expense for the years ended December 31: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ in thousands ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 Current ​ $ — ​ $ — ​ $ — Deferred ​ ​ — ​ ​ — ​ ​ ( 2,187 ) Total ​ $ — ​ $ — ​ $ ( 2,187 ) ​ Reconciliation of the Income tax (benefit) expense if computed at the U.S. 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) ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ Expense/(Benefit) ​ ​ ​ % ​ ​ Expense/(Benefit) ​ ​ ​ % ​ ​ Expense/(Benefit) ​ ​ ​ % Loss before income taxes ​ $ ( 115,342 ) ​ ​ ​ $ ( 152,625 ) ​ ​ ​ $ ( 840,252 ) ​ ​ U.S. federal statutory tax rate ​ ​ 21 % ​ ​ ​ ​ 21 % ​ ​ ​ ​ 21 % ​ ​ Tax (benefit) expense computed at the U.S. federal statutory rate ​ ​ ( 24,222 ) ​ 21.0 % ​ ​ ( 32,051 ) ​ 21.0 % ​ ​ ( 176,453 ) ​ 21.0 % State income tax (benefit) expense, net of federal income tax ​ ​ — ​ 0.0 % ​ ​ — ​ 0.0 % ​ ​ ( 11,787 ) ​ 1.4 % Changes in valuation allowances ​ ​ 19,304 ​ ( 16.7 )% ​ ​ ( 131,527 ) ​ 86.2 % ​ ​ 148,997 ​ ( 17.7 )% Nontaxable or nondeductible items ​ ​ — ​ 0.0 % ​ ​ ( 74 ) ​ 0.0 % ​ ​ 1,265 ​ ( 0.2 )% Executive compensation ​ ​ 3,365 ​ ( 2.9 )% ​ ​ — ​ 0.0 % ​ ​ — ​ 0.0 % Other items ​ ​ 610 ​ ( 0.5 )% ​ ​ — ​ 0.0 % ​ ​ — ​ 0.0 % Unbenefited losses ​ ​ — ​ 0.0 % ​ ​ 20,159 ​ ( 13.2 )% ​ ​ 35,791 ​ ( 4.3 )% Tax basis adjustment from spin off ​ ​ 943 ​ ( 0.8 )% ​ ​ 143,493 ​ ( 94.0 )% ​ ​ — ​ 0.0 % Total ​ $ — ​ 0.0 % ​ $ — ​ 0.0 % ​ $ ( 2,187 ) ​ 0.3 % ​ The Company generated operating losses in the years presented. The income tax benefit recognized related to this loss was zero for the years ended December 31, 2025, 2024, and 2023, after an assessment of the available positive and negative evidence. Before August 1, 2024 operating results of the Company have historically been included in the consolidated federal and combined state income tax returns of HHH and the resulting tax attributes have been fully utilized by HHH and are no longer available to the Company for future use. As a result, any net operating loss attributes and related valuation allowances are deemed to have been distributed to HHH through net parent investment. Future income tax provisions may be impacted by future changes in the realizability of the hypothetical net operating loss deferred tax asset. 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 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. In addition, the Company has $ 81.2 million of net operating loss carryforwards for New York and New York City income tax purposes, which expire starting in 2045. ​ Furthermore, it was necessary to assess the positive and negative evidence of the realizability of the US federal and consolidated state net deferred tax asset balance for the years ended December 31, 2025 and 2024. After such an assessment, it was determined a valuation allowance was required. The difference between the expense (benefit) at the statutory rate and the income tax provision is primarily related to state taxes, the unbenefited federal and state losses, and the valuation allowance recorded against the Company’s deferred tax assets. 101 Table of Contents ​ The following summarizes tax effects of temporary differences and carryforwards included in the net deferred tax liabilities as of December 31: ​ ​ ​ ​ ​ ​ ​ ​ in thousands ​ ​ 2025 ​ ​ 2024 Deferred tax assets: ​ ​ ​ ​ ​ ​ Accounts receivable ​ $ 280 ​ $ 447 Accrued expenses ​ ​ 2,253 ​ ​ 2,634 Deferred income ​ ​ 1,119 ​ ​ 645 Depreciation, impairments and asset disposals ​ ​ 13,264 ​ ​ 11,581 Net operating losses ​ ​ 33,764 ​ ​ 8,969 Operating lease liabilities ​ ​ 16,979 ​ ​ 14,348 Total deferred tax assets ​ ​ 67,659 ​ ​ 38,624 Valuation allowance ​ ​ ( 52,836 ) ​ ​ ( 25,145 ) Total net deferred tax assets ​ $ 14,823 ​ $ 13,479 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities: ​ ​ ​ ​ ​ ​ Prepaid other ​ ​ ( 394 ) ​ ​ ( 947 ) Operating lease right of use assets ​ ​ ( 14,429 ) ​ ​ ( 12,532 ) Total deferred tax liabilities ​ $ ( 14,823 ) ​ $ ( 13,479 ) Total net deferred tax liabilities ​ $ — ​ $ — ​ 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. In the Company’s opinion, it has made adequate tax provisions for years subject to examination. The final determination of tax examinations and any related litigation could be different from what was reported on the returns, however, the Company would not be liable for any incremental taxes payable, interest or penalties, which remain the obligation of HHH. ​ The Company applies the generally accepted accounting principle related to accounting for uncertainty in income taxes, which prescribes a recognition threshold that a tax position is required to meet before recognition in the financial statements and provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interim periods, disclosure, and transition issues. ​ The Company recognizes and reports interest and penalties related to unrecognized tax benefits, if applicable, within the provision for income tax expense. The Company had no unrecognized tax benefits for the years ended December 31, 2025, 2024, or 2023, and therefore did not recognize any interest expense or penalties on unrecognized tax benefits. ​ 10. Revenues Revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. 102 Table of Contents The following presents the Company’s revenues disaggregated by revenue source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Revenues from contracts with customers ​ ​ ​ ​ ​ ​ ​ Recognized at a point in time or over time ​ ​ ​ ​ ​ ​ ​ Hospitality revenue ​ $ 51,736 ​ $ 29,995 ​ $ 32,301 Entertainment revenue ​ ​ 58,802 ​ ​ 51,428 ​ ​ 57,573 Other revenue ​ 2,133 ​ 2,082 ​ 2,882 Total ​ 112,671 ​ 83,505 ​ 92,756 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental and lease-related revenues ​ ​ ​ ​ ​ ​ Rental revenue ​ 17,737 ​ 26,718 ​ 22,096 Total revenues ​ $ 130,408 ​ $ 110,223 ​ $ 114,852 ​ Contract Assets and Liabilities Contract assets are the Company’s right to consideration in exchange for goods or services that have been transferred to a customer, excluding any amounts presented as a receivable. Contract liabilities are the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration. There were no contract assets for the periods presented. The contract liabilities primarily relate to deferred Aviators and Seaport concert series ticket sales and sponsorship revenues. The beginning and ending balances of contract liabilities and significant activity during the periods presented are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract in thousands ​ Liabilities ​ ​ ​ ​ Balance at December 31, 2022 ​ $ 4,740 Consideration earned during the period ​ ( 42,195 ) Consideration received during the period ​ 41,162 Balance at December 31, 2023 ​ $ 3,707 ​ ​ ​ ​ Balance at December 31, 2023 ​ $ 3,707 Consideration earned during the period ​ ( 43,839 ) Consideration received during the period ​ 44,078 Balance at December 31, 2024 ​ $ 3,946 ​ ​ ​ ​ Balance at December 31, 2024 ​ $ 3,946 Consideration earned during the period ​ ( 54,740 ) Consideration received during the period ​ 56,172 Balance at December 31, 2025 ​ $ 5,378 ​ Remaining Unsatisfied Performance Obligation The Company’s remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts executed and in progress. These performance obligations primarily relate to the completion of the 2025 Aviators baseball season and 2025 concert series, as well as performance under various sponsorship agreements. The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance 103 Table of Contents obligations from contracts with customers as of December 31, 2025, is $ 12.6 million. The Company expects to recognize this amount as revenue over the following periods: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 1 ​ ​ ​ ​ ​ ​ 3 years and ​ ​ ​ ​ in thousands ​ year ​ 1-2 years ​ thereafter ​ Total Total remaining unsatisfied performance obligations ​ $ 7,086 ​ $ 2,376 ​ ​ 3,113 ​ $ 12,575 ​ 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, 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. ​ 11. Leases Lessee Arrangements The Company determines whether an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, net, and Operating lease obligations on the Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an estimate of the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Operating lease right-of-use asset also includes any lease payments made, less any lease incentives and initial direct costs incurred. The Company does not have any finance leases. The Company elected the practical expedient to not separate lease components from non-lease components of its lease agreements for all classes of underlying assets. Certain of the Company’s lease agreements include non-lease components such as fixed common area maintenance charges. The Company applies Leases (Topic 842) to the single combined lease component. The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate. The majority of the Company’s leases have remaining lease terms ranging from 10 years to approximately 50 years , excluding extension options. The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements include variable lease payments based on a percentage of income generated through subleases, changes in price indices and market rates, and other costs arising from operating, maintenance, and taxes. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants. The Company leases various buildings and office space constructed on its ground leases to third parties. 104 Table of Contents The Company’s leased assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, in thousands ​ 2025 ​ 2024 Assets ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets, net ​ $ 45,102 ​ $ 38,682 Liabilities ​ ​ ​ ​ Operating lease obligations ​ $ 56,527 ​ $ 47,470 ​ The components of lease expense are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Operating lease cost ​ $ 6,281 ​ $ 6,126 ​ $ 6,189 Variable lease cost ​ 625 ​ 478 ​ 478 Total lease cost ​ $ 6,906 ​ $ 6,604 ​ $ 6,667 ​ Future minimum lease payments as of December 31, 2025, are as follows: ​ ​ ​ ​ ​ in thousands ​ ​ ​ Operating Leases 2026 ​ $ 3,498 2027 ​ ​ 4,388 2028 ​ 4,446 2029 ​ 4,507 2030 ​ 4,570 Thereafter ​ 229,645 Total lease payments ​ 251,054 Less: imputed interest ​ ( 194,527 ) Present value of lease liabilities ​ $ 56,527 ​ Other information related to the Company’s lessee agreements is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Consolidated and Combined Statements of Cash Flows Information ​ Year ended December 31, in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ ​ ​ Operating cash flows on operating leases ​ ​ 3,643 ​ ​ 4,237 ​ ​ 4,266 Non-cash transactions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjustment to operating lease obligations (a) ​ ​ 8,485 ​ ​ — ​ ​ — Adjustment to operating lease right-of-use assets (a) ​ $ 8,485 ​ $ — ​ $ — (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, ​ Other Information ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 ​ Weighted-average remaining lease term (years) ​ ​ ​ ​ ​ Operating leases 42.7 ​ 45.5 45.3 ​ Weighted-average discount rate ​ ​ ​ ​ ​ Operating leases 8.2 % 7.8 % 7.8 % ​ Lessor Arrangements The Company receives rental income from the leasing of retail, office, multi-family, and other space under operating leases, as well as certain variable tenant recoveries. Operating leases for our retail, office, and other properties are with a variety of tenants and have 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 105 Table of Contents based on an index. Multi-family leases generally have a term of 12 months or less. The Company elected the practical expedient to not separate lease components from non-lease components of its lease agreements for all classes of underlying assets. Minimum rent revenues related to operating leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Total minimum rent revenues ​ $ 10,583 ​ $ 21,289 ​ $ 17,325 ​ Total future minimum rents associated with operating leases are as follows as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Minimum in thousands ​ Rent 2026 ​ $ 8,447 2027 ​ 8,793 2028 ​ 6,438 2029 ​ 6,537 2030 ​ 6,255 Thereafter ​ 48,713 Total ​ $ 85,183 ​ Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues reported on the Consolidated and Combined Statements of Operations also include amortization related to above and below‑market tenant leases on acquired properties. 12. Equity Stock-Based Compensation Prior to and in connection with the Separation, the Company established the Seaport Entertainment Group Inc. 2024 Equity Incentive Plan (the “Plan”) with the purpose of attracting, retaining and motivating officers, employees, non-employee directors, and consultants providing services to the Company and promoting the success of the Company’s business by providing the participants of the Plan with equity incentives. In addition, the Plan is intended to govern awards granted pursuant to or resulting from the adjustment and/or conversion of awards originally granted prior to the Separation under the Howard Hughes Corporation 2020 Equity Incentive Plan and under the Howard Hughes Corporation Amended and Restated 2010 Incentive Plan in accordance with the terms of the employee matters agreement entered into in connection with the Separation. The Plan was approved prior to the Separation by HHH, at the time the Company’s sole stockholder, and is administered by the compensation committee of the board of directors (the “Committee”). The Plan authorizes the Committee to grant stock-based compensation awards, including stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards, to eligible participants. 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 common stock were initially reserved for issuance under the Plan. At December 31, 2025, approximately 5.6 million shares remained available to be issued. Restricted Shares and Restricted Stock Unit Awards In connection with the Separation, shares of HHH restricted stock subject to time-based and performance-based vesting that were previously awarded to certain grantees under the Howard Hughes Corporation 2020 Equity Incentive Plan or the Howard Hughes Corporation Amended and Restated 2010 Incentive Plan were adjusted and converted into shares of restricted stock of the Company that vest in the same percentages, on the same dates and schedule as any shares of HHH restricted stock held by such grantees that were unvested and outstanding immediately prior to the Separation. 106 Table of Contents This conversion resulted in the issuance of total restricted stock awards subject to time-based vesting of 69,997 to non-executive employees and 111,682 to executive officers with fair values of $ 2.0 million and $ 3.2 million, respectively. 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ Shares/Units ​ Grant Fair Value Unvested at December 31, 2024 ​ $ 379,415 ​ $ 27.14 Granted ​ ​ 263,984 ​ ​ 23.83 Vested ​ ​ ( 292,651 ) ​ ​ 27.02 Forfeited ​ ​ ( 11,122 ) ​ ​ 23.81 Unvested at December 31, 2025 ​ $ 339,626 ​ $ 24.78 ​ 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, 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 Non-qualified stock option awards issued under the Plan generally cliff vest over a requisite service period of three to five years and have a term of ten years from the grant date. The weighted average fair value of non-qualified stock options and the related assumptions used in the Black Scholes model to calculate grant date fair value of the awards are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2025 Weighted-average fair value ​ $ 15.41 Dividend yield ​ ​ 0 % Expected volatility of stock ​ ​ 62.0 % Risk-free interest rate ​ ​ 3.70 % Expected option life (in years) ​ ​ 6.25 Weighted-average exercise price per share ​ $ 25.23 ​ 107 Table of Contents A summary of the activity related to the Company’s non-qualified stock options is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ ​ ​ ​ ​ ​ ​ ​ Weighted-Average ​ Remaining Contractual ​ Aggregate Intrinsic ​ Options ​ ​ ​ Exercise Price ​ ​ ​ Life (years) ​ ​ ​ Value ( in thousands ) Outstanding at December 31, 2024 478,419 ​ $ 35.93 ​ 9.3 ​ $ 489 Granted 22,189 ​ ​ 25.23 ​ 9.7 ​ ​ — Exercised — ​ ​ — ​ — ​ ​ — Forfeited or expired ( 30,259 ) ​ ​ — ​ — ​ ​ — Outstanding at December 31, 2025 470,349 ​ $ 32.19 ​ 8.6 ​ $ — Exercisable 448,160 ​ ​ 33.50 ​ 8.6 ​ ​ — ​ Non-qualified stock option awards issued during the year ended December 31, 2025 were valued at $ 0.3 million. At December 31, 2025, unrecognized share-based compensation costs for non-qualified stock option awards was $ 0.3 million which is expected to be recognized over a weighted average period of 3.8 years. Stock-based compensation expense for restricted stock, restricted stock units and non-qualified stock options is generally recognized straight-line over the vesting term of the award, which typically provides for graded or cliff vesting subject to continued employment with the Company. Stock-based compensation is classified in the same financial statement line items as cash compensation. The following table presents the location of stock-based compensation expense on the Consolidated and Combined Statements of Operations (amounts in thousands): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands ​ ​ 2025 ​ ​ 2024 ​ ​ 2023 Expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ Entertainment costs ​ $ 684 ​ $ 647 ​ $ 528 Hospitality costs ​ ​ 424 ​ ​ 100 ​ ​ 130 Operating costs ​ ​ 118 ​ ​ ( 504 ) ​ ​ 837 General and administrative ​ ​ 13,854 ​ ​ 3,095 ​ ​ — Total stock-based compensation expense ​ $ 15,080 ​ $ 3,338 ​ $ 1,495 ​ Earnings Per Share Earnings per share is calculated by dividing the net income (loss) attributable to common stockholders by the weighted average number of shares outstanding during the period. Stock-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive. On the date of Separation, immediately prior to the Separation, 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 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. ​ 108 Table of Contents 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): ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands, except per share data ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ 2023 Numerator - Basic ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 115,342 ) ​ $ ( 152,625 ) ​ $ ( 838,065 ) Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 1,400 ) ​ ​ ( 587 ) ​ ​ - Net loss attributable to common stockholders - basic and diluted ​ $ ( 116,742 ) ​ $ ( 153,212 ) ​ $ ( 838,065 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding - basic ​ ​ 12,719 ​ ​ 9,108 ​ ​ 5,522 Effect of dilutive securities ​ ​ — ​ ​ — ​ ​ — Weighted average shares outstanding - diluted ​ ​ 12,719 ​ ​ 9,108 ​ ​ 5,522 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders - basic and diluted ​ $ ( 9.18 ) ​ $ ( 16.82 ) ​ $ ( 151.77 ) ​ 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. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ 2023 Shares issuable upon exercise of restricted stock and restricted stock units ​ 167,800 ​ 209,790 ​ 35,101 Shares issuable upon exercise of stock options ​ — ​ 16,437 ​ 8,501 ​ Noncontrolling Interest in Subsidiary On July 31, 2024, a subsidiary of HHH that became our subsidiary in connection with the Separation, issued 10,000 shares of 14.000 % Series A preferred stock, par value $ 0.01 per share, with an aggregate liquidation preference of $ 10.0 million. The Series A Preferred Stock ranks senior to the Company’s interest in our subsidiary with respect to dividend rights and rights upon liquidation, dissolution and other considerations. The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed. The Series A Preferred Stock is not redeemable by the Company prior to July 11, 2029 except under limited circumstances intended to preserve certain tax benefits for HHH. Upon consolidation, the $ 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. ​ 109 Table of Contents 13. Segments The Company has three business segments that offer different products and services. The Company’s three segments are managed separately as each requires different operating strategies or management expertise. Our CODM is our Chief Executive Officer. 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, general and administrative expenses, and other expenses. The Company’s segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur. All operations are within the United States. The Company’s reportable segments are as follows: ● Hospitality – consists of restaurant and retail businesses in the Cobblestones, Pier 17, and the Tin Building by Jean-Georges that are owned, either wholly or through joint ventures, and operated by the Company or through 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, Cobblestones, and Tin Building, as well as 250 Water Street. 110 Table of Contents Segment operating results are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Landlord ​ ​ ​ ​ in thousands ​ ​ ​ Hospitality (1) ​ ​ ​ Entertainment ​ ​ ​ Operations ​ ​ ​ Other (2) ​ ​ ​ Total Year ended December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 51,890 ​ $ 59,447 ​ $ 37,263 ​ $ ( 18,192 ) ​ $ 130,408 Hospitality Costs ​ ​ ( 89,325 ) ​ ​ — ​ — ​ ​ 18,073 ​ ​ ( 71,252 ) Entertainment Costs ​ ​ — ​ ​ ( 57,526 ) ​ — ​ ​ 417 ​ ​ ( 57,109 ) Operating costs ​ ​ — ​ ​ — ​ ( 31,613 ) ​ ​ 229 ​ ​ ( 31,384 ) Total operating expenses ​ ​ ( 89,325 ) ​ ​ ( 57,526 ) ​ ( 31,613 ) ​ ​ 18,719 ​ ​ ( 159,745 ) Loss on assets held for sale ​ ​ ​ ​ ​ ​ ​ ​ ( 11,037 ) ​ ​ — ​ ​ ( 11,037 ) Other income (loss), net ​ ​ ( 603 ) ​ ​ 117 ​ ( 2,316 ) ​ ​ — ​ ​ ( 2,802 ) Total segment expenses ​ ​ ( 89,928 ) ​ ​ ( 57,409 ) ​ ​ ( 44,966 ) ​ ​ 18,719 ​ ​ ( 173,584 ) Equity in earnings (losses) from unconsolidated ventures ​ ​ 2,353 ​ ​ — ​ ​ — ​ ​ — ​ ​ 2,353 Segment Adjusted EBITDA ​ ​ ( 35,685 ) ​ ​ 2,038 ​ ​ ( 7,703 ) ​ ​ 527 ​ ​ ( 40,823 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 32,190 ) Interest income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 456 General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 42,785 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 115,342 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 115,342 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2024 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 29,995 ​ $ 51,428 ​ $ 35,283 ​ $ ( 6,483 ) ​ $ 110,223 Hospitality Costs ​ ​ ( 41,735 ) ​ ​ — ​ — ​ ​ 6,483 ​ ​ ( 35,252 ) Entertainment Costs ​ ​ — ​ ​ ( 50,788 ) ​ — ​ ​ — ​ ​ ( 50,788 ) Operating costs ​ ​ — ​ ​ — ​ ( 35,044 ) ​ ​ — ​ ​ ( 35,044 ) Total operating expenses ​ ​ ( 41,735 ) ​ ​ ( 50,788 ) ​ ( 35,044 ) ​ ​ 6,483 ​ ​ ( 121,084 ) Other income, net ​ ​ 4,496 ​ ​ 168 ​ 2,065 ​ ​ — ​ ​ 6,729 Total segment expenses ​ ​ ( 37,239 ) ​ ​ ( 50,620 ) ​ ( 32,979 ) ​ ​ 6,483 ​ ​ ( 114,355 ) Equity in earnings (losses) from unconsolidated ventures ​ ( 42,125 ) ​ ​ — ​ ​ — ​ ​ — ​ ( 42,125 ) Segment Adjusted EBITDA ​ ​ ( 49,369 ) ​ ​ 808 ​ ​ 2,304 ​ ​ — ​ ​ ( 46,257 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 34,785 ) Interest income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 6,751 ) Loss on early extinguishment of debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 1,563 ) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 63,269 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 152,625 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 152,625 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year ended December 31, 2023 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 33,374 ​ $ 56,500 ​ $ 32,992 ​ ​ ( 8,014 ) ​ $ 114,852 Hospitality Costs ​ ​ ( 44,127 ) ​ ​ — ​ — ​ ​ 8,014 ​ ​ ( 36,113 ) Entertainment Costs ​ ​ — ​ ​ ( 51,524 ) ​ — ​ ​ — ​ ​ ( 51,524 ) Operating costs ​ ​ — ​ ​ — ​ ( 32,371 ) ​ ​ — ​ ​ ( 32,371 ) Total operating expenses ​ ​ ( 44,127 ) ​ ​ ( 51,524 ) ​ ( 32,371 ) ​ ​ 8,014 ​ ​ ( 120,008 ) Other income (loss), net ​ ​ 31 ​ ​ ( 6 ) ​ 8 ​ ​ — ​ ​ 33 Total segment expenses ​ ​ ( 44,096 ) ​ ​ ( 51,530 ) ​ ( 32,363 ) ​ ​ 8,014 ​ ​ ( 119,975 ) Equity in losses from unconsolidated ventures ​ ​ ( 80,375 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 80,375 ) Segment Adjusted EBITDA ​ ​ ( 91,097 ) ​ ​ 4,970 ​ 629 ​ ​ — ​ ​ ( 85,498 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 48,432 ) Interest expense, net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 3,166 ) Provision for impairment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 672,492 ) Loss on early extinguishment of debt ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 47 ) Other expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 81 ) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 30,536 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 840,252 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 2,187 Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 838,065 ) (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. ​ 111 Table of Contents The following represents assets by segment and the reconciliation of total segment assets to Total assets in the Combined Balance Sheets as of: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ December 31, in thousands ​ 2025 ​ 2024 Hospitality ​ $ 42,642 ​ $ 54,020 Entertainment ​ ​ 113,249 ​ 125,207 Landlord Operations ​ 405,813 ​ 397,584 Total segment assets ​ ​ 561,704 ​ ​ 576,811 Corporate ​ 88,418 ​ 166,745 Total assets ​ $ 650,122 ​ $ 743,556 ​ ​ ​ ​ ​ ​ ​ ​ 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: ​ ​ ​ ​ ​ ​ ​ ​ in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 Landlord Operations ​ $ 28,630 ​ $ 59,285 Hospitality ​ 227 ​ 278 Entertainment ​ 1,474 ​ 1,014 Corporate ​ ​ 418 ​ ​ 1,049 ​ ​ ​ 14. Related-Party Transactions Prior to the Separation, the Company had not historically operated as a standalone business and had various relationships with HHH whereby HHH provided services to the Company. The Company also 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 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. The components of net parent investment are: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Net investment by Former Parent as reflected in the Combined Statement of Cash Flows ​ $ — ​ $ 169,454 ​ $ 125,277 Non-cash stock compensation expense ​ — ​ 250 ​ 1,495 Net investment by Former Parent as reflected in the Combined Statement of Equity ​ $ — ​ $ 169,704 ​ $ 126,772 ​ Corporate Overhead and Other Allocations Prior to the Separation, HHH provided the Company certain services, including (1) certain support functions that were provided on a centralized basis within HHH, including, but not limited to executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, and risk management; and (2) employee benefits and compensation, including stock-based compensation. The Company’s 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. 112 Table of Contents 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, in thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Operating costs ​ — ​ $ 558 ​ $ 698 General and administrative — ​ ​ 12,226 ​ 13,234 Other income, net — ​ ​ ( 19 ) ​ ( 35 ) Total ​ — ​ $ 12,765 ​ $ 13,897 ​ Allocated expenses recorded in operating costs, general and administrative expenses, and other income, net in the table above primarily include the allocation of employee benefits and compensation costs, including stock compensation expense, as well as overhead and other costs for shared support functions provided by HHH on a centralized basis prior to the Separation. Operating costs as provided in the table above include immaterial expenses recorded to hospitality costs and entertainment costs with the remainder recorded to operating costs. During the 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 Building and equipment, respectively. 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. Management believes that the methods used to allocate expenses to the Company are reasonable; however, the allocations may not be indicative of actual expenses that would have been incurred had the Company operated as an independent, publicly traded company prior to the date of Separation. Actual costs that the Company may have incurred had it been a standalone company would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by the Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology. Unless otherwise stated, these intercompany transactions between the Company and HHH have been included in 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 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 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. Related-party Management Fees and Transition Services Prior to the Separation, HHH provided management services to the Company for managing its real estate assets and the Company reimbursed HHH for expenses incurred and paid HHH a management fee for services provided. These landlord management fees amounted to $ 0.3 million and $ 0.3 million for the years ended December 31, 2024, and 2023 respectively. 113 Table of Contents In connection with the Separation, the Company entered into a transition services agreement with HHH that provides for the performance of certain services by HHH for our benefit for a period of time after the Separation. During the 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. Pursuant to the terms of the refinanced loan, we entered into a total return swap with the lender. See Note 6 – Mortgages Payable, Net for additional information. Our obligations under such total return swap are in turn supported by a guaranty provided by a subsidiary of HHH. In consideration of providing such guarantee, the Company entered into an Indemnity Fee Agreement with HHH and pays an annual guaranty fee equal to 2.0 % of the $ 61.3 million refinanced debt balance. The Company capitalized $ 0.8 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 part of the restructuring transactions described above and in consideration of entry into the License Agreements, on July 1, 2025, an indirect subsidiary of the Company provided notice to CCMC terminating certain management agreements between CCMC and affiliates of the Company. As a result, the Services Agreement has been terminated pursuant to its terms. Related party license fees related to the License Agreements with a wholly owned subsidiary of Jean-Georges Restaurants for the 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. 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. 114 Table of Contents 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, 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 . ​ 15. Subsequent Events 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. ​ ​ 115 Table of Contents SCHEDULE III – REAL ESTATE AND ACCUMULATED DEPRECIATION DECEMBER 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Costs Capitalized Subsequent ​ Gross Amounts at Which Carried at ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Initial Cost (b) ​ to Acquisition (c) ​ Close of Period (d) ​ ​ ​ ​ ​ ​ ​ Name of Center ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Buildings and ​ ​ ​ ​ Buildings and ​ ​ ​ ​ Buildings and ​ ​ ​ ​ Accumulated ​ Date of ​ Date Acquired thousands ​ ​ Location ​ ​ Center Type ​ ​ Encumbrances (a) ​ ​ Land ​ ​ Improvements ​ ​ Land ​ ​ Improvements ​ ​ Land ​ ​ Improvements ​ ​ Total ​ ​ Depreciation (e) ​ ​ Construction ​ ​ / Completed Seaport ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Cobblestones New York, NY Retail ​ $ — ​ $ — ​ $ 7,884 ​ $ — ​ $ 79,066 $ — ​ $ 86,950 ​ $ 86,950 ​ $ ( 39,661 ) 2013 2016 Pier 17 New York, NY Retail ​ — ​ — ​ 468,476 ​ — ​ ( 231,147 ) ​ — ​ 237,329 ​ 237,329 ​ ( 108,975 ) 2013 2018 85 South Street New York, NY Multi-family ​ — ​ 15,913 ​ 8,137 ​ ( 11,734 ) ​ ( 1,883 ) ​ 4,179 ​ 6,254 ​ 10,433 ​ ( 4,621 ) ​ 2014 Tin Building New York, NY Retail ​ — ​ — ​ 198,984 ​ — ​ ( 131,143 ) ​ — ​ 67,841 ​ 67,841 ​ ( 21,956 ) 2017 2022 250 Water Street (g) New York, NY Development ​ 61,300 ​ — ​ 179,471 ​ — ​ ( 179,471 ) ​ — ​ — ​ — ​ ​ ​ 2018 Summerlin ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Aviators / Las Vegas Ballpark Las Vegas, NV Other ​ 39,090 ​ 5,318 ​ 124,391 ​ — ​ ( 333 ) ​ 5,318 ​ 124,058 ​ 129,376 ​ ( 37,217 ) 2018 2019 Total excluding Corporate and Deferred financing costs ​ ​ ​ 100,390 ​ 21,231 ​ 987,343 ​ ( 11,734 ) ​ ( 464,911 ) ​ 9,497 ​ 522,432 ​ 531,929 ​ ( 212,430 ) ​ ​ Corporate (f) Various ​ ​ — ​ — ​ 14,054 ​ — ​ 757 ​ ​ ​ 14,811 ​ 14,811 ​ ( 13,232 ) ​ ​ Deferred financing costs N/A ​ ​ ( 742 ) ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ — ​ ​ ​ ​ ​ Total ​ $ 99,648 ​ $ 21,231 ​ $ 1,001,397 ​ $ ( 11,734 ) ​ $ ( 464,154 ) ​ $ 9,497 ​ $ 537,243 ​ $ 546,740 ​ $ ( 225,662 ) ​ ​ ​ ​ (a) Refer to Note 6 – Mortgages Payable, Net in the Notes to Consolidated and Combined Financial Statements included in this Annual Report for additional information. (b) Initial cost for projects undergoing development or redevelopment is cost through the end of first complete calendar year subsequent to the asset being placed in service. (c) For retail and other properties, costs capitalized subsequent to acquisitions is net of cost of disposals or other property write - offs and impairment. (d) The aggregate cost of land, building and improvements for federal income tax purposes is approximately $ 463.0 million. (e) Depreciation is based upon the useful lives in Note 1 – Summary of Significant Accounting Policies in the Notes to Consolidated and Combined Financial Statements included in this Annual report. (f) Costs related to leasehold improvements related to Seaport office lease. (g) 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 ​ ​ ​ ​ ​ ​ ​ ​ thousands ​ ​ ​ 2025 ​ ​ ​ 2024 ​ ​ ​ 2023 Balance as of January 1 ​ $ 678,625 ​ $ 640,670 ​ $ 1,254,496 Additions ​ 29,193 ​ 57,021 ​ 66,382 Dispositions and write-offs ​ ( 19,833 ) ​ ( 17,746 ) ​ ( 4,697 ) Impairments ​ — ​ ( 1,320 ) ​ ( 672,492 ) Contributions to unconsolidated ventures ​ — ​ — ​ ( 3,019 ) Additions due to consolidation ​ ​ 7,168 ​ ​ — ​ ​ — Transfer to assets held for sale ​ ​ ( 137,376 ) ​ ​ — ​ ​ — Gain (loss) on assets held for sale ​ ​ ( 11,037 ) ​ ​ — ​ ​ — Balance as of December 31 ​ $ 546,740 ​ $ 678,625 ​ $ 640,670 116 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Reconciliation of Accumulated Depreciation ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ thousands ​ 2025 ​ 2024 ​ 2023 Balance as of January 1 ​ $ 215,484 ​ $ 203,208 ​ $ 161,637 Depreciation Expense ​ 28,410 ​ 21,962 ​ 45,030 Dispositions and Write-offs ​ ( 18,232 ) ​ ( 9,686 ) ​ ( 3,459 ) Balance as of December 31 ​ $ 225,662 ​ $ 215,484 ​ $ 203,208 ​ ​ ​ 117 Table of Contents ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None.