What changed in this filing

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Item 1. Financial Statements

2026-05-06 compared with 2025-11-10 · 175 added, 406 removed, 442 unchanged (57% of the section changed)

2 unchanged sentences

Consolidated Balance Sheets

September 30,

in thousands, except par value amounts

16 unchanged sentences

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

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,735 issued and outstanding as of September 30, 2025 and 12,708 issued and outstanding as of December 31, 2024

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,806 issued and outstanding as of March 31, 2026 and 12,777 issued and outstanding as of December 31, 2025

Additional paid in capital

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SEAPORT ENTERTAINMENT GROUP INC.

Consolidated and Combined Statements of Operations

Three months ended September 30,

Nine months ended September 30,

Consolidated Statements of Operations

Three months ended March 31,

in thousands, except per share data

10 unchanged sentences

Total expenses

Loss on assets held for sale

Provision for impairment

Other income (loss), net

2 unchanged sentences

Equity in earnings (losses) from unconsolidated ventures

Loss on extinguishment of debt

Loss before income taxes

4 unchanged sentences

Net loss per share attributable to common stockholders

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

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

SEAPORT ENTERTAINMENT GROUP INC.

Consolidated and Combined Statements of Cash Flows

Nine months ended September 30,

Consolidated Statements of Cash Flows

Three months ended March 31,

CASH FLOWS FROM OPERATING ACTIVITIES

3 unchanged sentences

Stock compensation expense

Loss on extinguishment of debt

Loss on assets held for sale

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

Loss on disposal

Impairment charges

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

Provision for (recovery of) doubtful accounts

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Distributions from unconsolidated ventures

Cash used in investing activities

Proceeds from sale of asset held for sale

Cash provided by (used in) investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Deferred financing costs

Principal payments on mortgages payable

2 unchanged sentences

Fees paid in connection with equity issuances

Net investment by Former Parent

Cash (used in) provided by financing activities

Cash used in financing activities

Net change in cash, cash equivalents and restricted cash

11 unchanged sentences

Capitalized stock compensation

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

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

SEAPORT ENTERTAINMENT GROUP INC.

Consolidated and Combined Statements of Equity

Net investment

Consolidated Statements of Equity

Additional paid

1 unchanged sentence

Noncontrolling

by Former Parent

Balance, December 31, 2024

Net investment by Former Parent

Balance, March 31, 2024

Net transfers from Former Parent

Balance, June 30, 2024

Net transfers from Former Parent

Issuance of noncontrolling interests

Reclassification of net parent investment to common stock and additional paid in capital

Preferred distributions to noncontrolling interest in subsidiary

Stock compensation

Balance, September 30, 2024

Balance, December 31, 2024

Net income (loss)

Preferred distributions to noncontrolling interest in subsidiary

Fees in connection with the Rights Offering

Fees in connection with equity issuances

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

Stock compensation

Balance, March 31, 2025

Net income (loss)

Preferred distributions to noncontrolling interest in subsidiary

Fees in connection with the Rights Offering

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

Stock compensation

Balance, June 30, 2025

Balance, March 31, 2025

Balance, December 31, 2025

Net income (loss)

Preferred distributions to noncontrolling interest in subsidiary

Fees in connection with the Rights Offering

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

Stock compensation

Balance, September 30, 2025

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

Balance, March 31, 2026

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

SEAPORT ENTERTAINMENT GROUP INC.

Notes to Consolidated and Combined Financial Statements

Notes to Consolidated Financial Statements

(Dollars in thousands, unless otherwise stated)

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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:

T he Company’s common stock trades on the New York Stock Exchange under the symbol “SEG.”

The Company owns and operates 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);

(2) 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.

Our assets, which are primarily concentrated in New York City and Las Vegas, include the Seaport in Lower Manhattan (the “Seaport”), a 25 % minority interest in Jean-Georges Restaurants (“JG”) as well as other partnerships, the Las Vegas Aviators Triple-A baseball team (the “Aviators”) and the Las Vegas Ballpark and an interest in and to 80 % of the air rights above the Fashion Show mall in Las Vegas.

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 or winding up of the subsidiary.

The Series A Preferred Stock has no maturity date and will remain outstanding unless redeemed.

The Series A Preferred Stock is not redeemable by the Company prior to July 11, 2029 except under limited circumstances intended to preserve certain tax benefits for HHH.

On July 31, 2024, in connection with the Separation, the Company entered into several agreements with HHH that govern the relationship between HHH and the Company following the Separation, including a separation and distribution agreement, tax matters agreement, employee matters agreement, and transition services agreement.

The Former Parent retained no ownership interest in the Company following the Separation.

Principles of Consolidation and Combination and Basis of Presentation

The accompanying Unaudited Consolidated and Combined Financial Statements represent the assets, liabilities, and operations of Seaport Entertainment Group Inc.

as well as the assets, liabilities, and operations related to the Seaport Entertainment division of HHH prior to the Separation that were transferred to Seaport Entertainment Group Inc.

on July 31, 2024 in connection with the Separation.

Prior to the Separation, we operated as part of HHH and not as a standalone company.

Our financial statements for the periods until the Separation on July 31, 2024 are combined financial statements prepared on a carve-out basis derived from the accounting records of HHH.

Our financial statements for the periods beginning on and after August 1, 2024 are consolidated financial statements based on our financial position, results of operations and cash flows as a standalone company.

The accompanying Unaudited Consolidated Financial Statements as of September 30, 2025 and December 31, 2024 and for the three and nine months ended September 30, 2025 have been prepared on a standalone basis and are derived from the accounting records of the Company.

The accompanying Unaudited Combined Financial Statements for the three and nine months ended September 30, 2024 have been prepared on a stand-alone basis and are derived from the combined financial statements and accounting records of the Company from August 1, 2024 to September 30, 2024 and have been prepared on a carve-out basis and are derived from the combined financial statements and accounting records of HHH for January 1, 2024 to July 31, 2024 as discussed below.

The accompanying Unaudited Consolidated and Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”).

The accompanying Unaudited Consolidated and Combined Financial Statements may not be indicative of the Company’s future performance and do not necessarily reflect what the Company’s financial position, results of operations, and cash flows would have been had the Company operated as a standalone company for the entirety of all of the periods presented.

The accompanying Unaudited Consolidated and Combined Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements.

Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared under GAAP have been condensed or omitted.

Principles of Consolidation and Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission for interim financial statements.

Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in conformity with accounting principles generally accepted in the United States (“GAAP”) have been condensed or omitted.

In our opinion, all adjustments considered necessary for a fair presentation of our financial position, results of operations and cash flows have been included.

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These financial statements should be read in conjunction with our financial statements and notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2025.

Basis of Presentation - Prior to Separation

The Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024 are presented as if the Company had been carved out of HHH for the period from January 1, 2024 to July 31, 2024.

These Unaudited Combined Financial Statements reflect historical operations attributable to the Company and significant assumptions and allocations as well as attribution of certain assets and liabilities that were held by HHH prior to the Separation which are specifically identifiable or attributable to the Company.

All significant intercompany transactions within the Company have been eliminated.

All transactions between the Company and HHH are considered to be effectively settled in the Unaudited Combined Financial Statements at the time the transaction is recorded, other than transactions described in Note 12 – Related-Party Transactions that have historically been settled in cash.

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Consolidated and Combined Statements of Cash Flows for the nine months ended September 30, 2024 as a financing activity.

These Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024 include expense allocations for the period prior to the Separation for:

(1) certain support functions that were provided on a centralized basis within HHH, including, but not limited to property management, development, executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, facilities, and risk management;

and (2) employee benefits and compensation, including stock-based compensation.

These expenses have been allocated to the Company on the basis of direct time spent on Company projects where identifiable, with the remainder allocated on a basis of revenue, headcount, payroll costs, or other applicable measures.

For an additional discussion and quantification of expense allocations, see Note 12 – Related-Party Transactions .

Management believes the assumptions underlying the Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024, including the assumptions regarding allocated expenses, reasonably reflect the utilization of services provided to or the benefit received by the Company during the periods presented.

Nevertheless, the Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024 may not reflect the results of operations, financial position and cash flows had the Company been a standalone company for the entirety of the periods.

Actual costs that the Company may have incurred had it been a standalone company for the entirety of the three and nine month periods ended September 30, 2024 would depend on several factors, including the chosen organization structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Debt obligations and related financing costs of HHH have not been included in the Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024, because the Company’s business was not a party to the obligations between HHH and the debt holders.

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

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

Therefore, cash tax payments and items of current and deferred taxes may not be reflective of the Company’s actual tax balances prior to or subsequent to the carve-out.

Following the Separation, the Company files its own tax return and the income tax provision reflects the Company’s tax balances that are realizable.

HHH maintains stock-based compensation plans at a corporate level.

The Company’s employees participated in such plans prior to the Separation and the portion of the cost of those plans related to the Company’s employees is included in the Unaudited Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2024.

Prior to the Separation, the Company established the Seaport Entertainment Group Inc.

2024 Equity Incentive Plan, and subsequent to July 31, 2024, the Company issued stock-based awards pursuant to such plan.

Net investment by Former Parent in the Unaudited Consolidated and Combined Statement of Equity for the three and nine months ended September 30, 2024 represents HHH’s historical investment in the Company, the net effect of transactions with and allocations from HHH, and the Company’s retained earnings.

All transactions reflected in Net investment by Former Parent have been considered as financing activities for purposes of the Unaudited Consolidated and Combined Statement of Cash Flows for the nine months ended September 30, 2024.

For additional information, see “Basis of Presentation - Prior to Separation” above and Note 12 – Related-Party Transactions .

The unaudited consolidated financial statements include the Company’s accounts and those of its subsidiaries that are majority-owned and controlled by the Company and variable interest entities for which the Company has determined itself to be the primary beneficiary, if any.

All significant intercompany transactions and balances have been eliminated.

Use of Estimates

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Actual results could differ from these and other estimates.

Reclassification

Certain amounts in the prior period financial statements have been reclassified to conform to the presentation of the current period financial statements.

The Company has reclassified an aggregate of $ 2.5 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 0.8 million and $ 1.7 million, respectively, on our Unaudited Consolidated and Combined Statement of Operations for the three months ended September 30, 2024.

The Company has reclassified an aggregate of $ 7.2 million of Operating costs to Hospitality and Entertainment costs in the amounts of $ 2.5 million and $ 4.7 million, respectively, on our Unaudited Consolidated and Combined Statement of Operations for the nine months ended September 30, 2024.

The provision for (recovery of) doubtful accounts of $ 0.3 million and $ 2.6 million for the three and nine months ended September 30, 2024, respectively, has been reclassified into Hospitality costs, Entertainment costs, and Operating costs on our Unaudited Consolidated and Combined Statement of Operations.

Certain reclassifications were also made to conform the prior period segment reporting to the current period segment presentation.

These reclassifications are not material to the Unaudited Consolidated and Combined Statements of Operations for the three and nine months ended September 30, 2024.

Refer to Note 11 – Segments for additional information regarding the Company’s reportable operating segments.

Segment information is prepared on the same basis that management reviews information for operational decision-making purposes.

Management evaluates the performance of each of the Company’s real estate assets and investments individually and combines such properties and investments into segments based on their economic characteristics and types of revenue streams.

As of January 1, 2025, the Company’s reportable operating segments are as follows:

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

The Company’s reportable operating segments are as follows:

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

Fair Value Measurements

8 unchanged sentences

Restricted Cash

Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to the payment of principal and interest on the Company’s outstanding mortgages payable and the deposit received from the purchaser as part of the pending sale of the 250 Water Street development asset (“250 Water Street”).

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 escrow funds related to the post-closing obligations of the sale of the 250 Water Street development asset (“250 Water Street”).

Accounts Receivable, net

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As required under ASC 842 Leases (ASC 842), this analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends.

When full collection of a lease receivable or future lease payment is not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis.

When full collection of a lease receivable or future lease payment is not probable, a reserve for the receivable balance is charged against rental revenue and future

rental revenue is recognized on a cash basis.

The Company also records reserves for estimated losses under ASC 450 Contingencies (ASC 450) if the estimated losses are probable and can be reasonably estimated.

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As required under ASC 326 Financial Instruments – Credit Losses (ASC 326), the Company assesses its exposure to credit loss related to these receivables on a quarterly basis based on historical collection experience and future expectations by portfolio.

As of September 30, 2025 and December 31, 2024, there were no material past due receivables and there have been no material write-offs or recoveries of amounts previously written-off.

The following table represents the components of Accounts receivable, net of amounts considered uncollectible, in the accompanying Unaudited Consolidated Balance Sheets as of:

September 30,

As of March 31, 2026 and December 31, 2025, 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 Balance Sheets as of:

Tenant receivables

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Accounts receivable, net (a)

(a) As of September 30, 2025 and December 31, 2024, the total reserve balance was $ 1.7 million and $ 2.6 million, respectively.

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

Three months ended September 30,

Nine months ended September 30,

Statements of Operations Location

(a) As of March 31, 2026 and December 31, 2025, the total reserve balance was $ 1.8 million and $ 0.9 million, respectively.

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

Three months ended March 31,

Statements of Operations

Rental revenue

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Operating costs

Total (income) expense impact

As of September 30, 2025, one customer accounted for greater than 10 % of the Company’s accounts receivable and as of December 31, 2024, no customer accounted for greater than 10% of the Company’s accounts receivable.

Total expense (income) impact

As of March 31, 2026, one customer accounted for greater than 10% of the Company’s accounts receivable, for a total of 15 % of the Company’s accounts receivable, and 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.

Assets Held-for-Sale

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The components of the held for sale asset’s net income (loss) is recorded within the consolidated statement of operations.

During the three months ended September 30, 2025, the Company entered into a purchase and sale agreement to sell 250 Water Street for a total purchase price of $ 151.0 million.

In connection with the pending sale, the Company recorded a loss on sale of $ 4.0 million to other income (loss), net on the consolidated statement of operations to reduce the carrying value of 250 Water Street to its estimated selling price less costs to sell.

The Company expects the sale to be completed within the next twelve months, and therefore, the carrying value of 250 Water Street as of September 30, 2025 is presented within assets held for sale on the Company’s Unaudited Consolidated Balance Sheet as of September 30, 2025.

On February 6, 2026, the Company completed the sale of 250 Water Street for a total purchase price of $ 143.0 million.

This property was classified as held for sale as of December 31, 2025.

During the year ended December 31, 2025,

the Company recorded a loss on assets held for sale of $ 11.0 million to adjust the carrying value of the asset.

No additional gain or loss was recognized upon the final closing of the sale during the three months ended March 31, 2026.

Stock-Based Compensation

Prior to the Separation on July 31, 2024, certain employees of the Company participated in HHH’s stock-based compensation plans.

Stock-based compensation expense was attributed to the Company based on the awards and terms previously granted to those employees and was recorded in the Unaudited Consolidated and Combined Statements of

Subsequent to the Separation, the Company issued stock options, restricted stock and restricted stock units.

The Company has issued stock options, restricted stock and restricted stock units.

Stock-based compensation expense is measured based on the grant date fair value of those awards and is recognized on a straight-line basis over the period during which an employee is required to provide service in exchange for the award, except for shares of stock granted to non-employee directors which, unless otherwise provided under the applicable award agreement, are fully vested, and are expensed at the grant date.

Stock-based compensation expense is based on awards outstanding, and forfeitures are recognized as they occur.

Stock-based compensation expense is included as part of expenses in the accompanying Unaudited Consolidated and Combined Statements of Operations.

Earnings (Loss) per Share

For the periods ending after the date of Separation, basic earnings per share (“EPS”) attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of shares of common stock outstanding during the period.

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.

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Assets that have been impaired will in the future have lower depreciation and cost of sale expenses.

During the three months ended March 31, 2026, the Company recognized an impairment loss of $ 0.3 million within the Consolidated Statement of Operations.

This charge reflects the full write-down of specialized artwork associated with a closed property for which no alternative use or secondary market exists.

The fair value was determined to be zero using Level 3 inputs.

Revenue Recognition and Related Matters

Hospitality Revenue

Hospitality revenue is generated by the Seaport restaurants and the Tin Building by Jean-Georges (as defined below) through customer transactions or through agreements with sponsors.

Hospitality revenue is generated from customer transactions or through agreements with sponsors by the Seaport restaurants and the Tin Building through February 2026.

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.

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Rental revenue is associated with the Company’s Landlord Operations assets and is comprised of minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries, overage rent, and termination fee income.

Minimum rental revenues are recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset.

Minimum rent revenues are recognized on a straight-line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset.

Percentage rent in lieu of fixed minimum rent is recognized as sales are reported by tenants.

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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 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.

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Recently Issued or Adopted Accounting Standards

In December 2023, the FASB issued ASU 2023-09, Improvements to Income Tax Disclosures, a final standard on improvements to income tax disclosures which applies to all entities subject to income taxes.

The standard requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid.

The amendments in this ASU are effective for fiscal years beginning after December 15, 2024.

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

In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40):

Disaggregation of Income Statement Expenses.

The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods.

Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods.

The amendments in this ASU will become effective for fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted.

The Company plans to adopt the standard when it becomes effective beginning with the fiscal year 2027 annual financial statements, and is currently evaluating the impact this guidance will have on the Company’s consolidated and combined financial statements and related disclosures.

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 financial statements.

In July 2025, the FASB issued ASU-2025-05, Financial Instruments-Credit Losses (Topic 326):

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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.

The update provides a practical expedient for public business entities to estimate expected credit losses by assuming that current economic conditions at the reporting date will remain constant over the remaining life of the assets.

The Company adopted the provisions of ASU 2025-05 on January 1, 2026 and elected to apply the practical expedient to its current accounts receivable and contract assets.

The adoption of this standard did not have a material impact on the Company’s consolidated financial statements or 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 financial statements and related disclosures.

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

Investments in Unconsolidated Ventures

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Carrying Value

Share of Earnings (Losses)/ Distributions

Three months ended

Nine months ended

September 30,

Share of Earnings (Losses)

in thousands except percentages

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The Lawn Club (b)

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

Jean-Georges Restaurants

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(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.

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

(c) On January 1, 2025, the Company became the primary beneficiary of the Tin Building by Jean-Georges and began consolidating the Company’s investment in this venture into the Company’s financial statements.

Refer to discussion below for additional details.

(d) On June 30, 2025, the Company’s ownership interest in the Tin Building by Jean-Georges increased to 100 % through the execution of membership interest transfers from HHC Seafood Market Member, LLC, an indirect subsidiary of the Company (“HHC Seafood”), and VS-Fulton Seafood Market LLC, a wholly owned subsidiary of Jean-Georges Restaurants (“Fulton Partner” and together with HHC Seafood, the “Assignors”) to a wholly owned subsidiary of the Company.

Refer to discussion below for additional details.

(e) The Ssäm Bar joint venture was liquidated in May 2024.

Refer to discussion below for additional details.

(b) 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.

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.

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.

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 experiential venue that includes an extensive area of indoor grass, a stylish clubhouse bar, and a wide variety of lawn games.

This concept opened in the fourth quarter of 2023.

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

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

In October 2023, the members executed an amended LLC agreement, pursuant to which the Company agreed to fund 90 % of any remaining capital requirements for the venture, and Endorphin Ventures agreed to fund 10 % of any remaining capital requirements for the venture.

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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.

In 2016, the Company formed Pier 17 Restaurant C101, LLC (“Ssäm Bar”) with MomoPier, LLC (“Momofuku”) to construct and operate a restaurant and bar at Pier 17 in the Seaport, which opened in 2019.

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

The Ssäm Bar restaurant closed during the third quarter of 2023, and the venture was liquidated in May 2024.

The Company received a liquidating distribution of its share of the venture’s remaining assets during the third quarter of 2024.

Tin Building by Jean-Georges

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

The Fulton Partner is a wholly owned subsidiary of Jean-Georges Restaurants.

The Company purchased a 25 % interest in Jean-Georges Restaurants in March 2022 as discussed below.

On June 30, 2025, the Assignors entered into a membership interest transfer agreement pursuant to which the Assignors transferred 100 % of their interests in the Tin Building by Jean-Georges to an indirect subsidiary of the Company.

As a result of the transfer, an indirect subsidiary of the Company became the sole member of the Tin Building by Jean-Georges.

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

Throughout these Unaudited Notes to the Consolidated and Combined Financial Statements, references to the Tin Building relate to the Company’s 100 % owned landlord operations and references to the Tin Building by Jean-Georges refer to the hospitality business in which the Company previously had an equity ownership interest, and, as of June 30, 2025, owns 100% of the equity interests.

The Company, as landlord, funded 100 % of the development and construction of the Tin Building.

Under the previous terms of the Tin Building by Jean-Georges LLC agreement, the

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

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

The Tin Building was completed and placed in service during the third quarter of 2022 and the Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022.

The Tin Building by Jean-Georges was previously classified as a variable interest entity.

As of January 1, 2025, in conjunction with the internalization of food and beverage operations, the Company, through employing the management team personnel and directing the operating activities that most significantly impact the Tin Building by Jean-Georges’ economic performance, became the primary beneficiary of the Tin Building by Jean-Georges and began consolidating the Tin Building by Jean-Georges into the Company’s financial statements.

In accordance with ASC 805, identifiable assets and liabilities assumed were recorded at their estimated fair values on the date of consolidation.

The allocation of the purchase price included in the current period balance sheet is based on the best estimate of management and is preliminary and subject to change.

We will continue to obtain information to assist in determining the fair value of net assets assumed during the measurement period.

The Company expects to finalize these amounts as soon as possible but no later than one year from the date of consolidation.

The table below presents the preliminary allocation to the estimated fair value of identifiable assets and liabilities assumed:

Preliminary Purchase Price Allocation

Building and equipment

Cash and cash equivalents

Accounts receivable, net

Other assets, net

Accounts payable and other liabilities

Total liabilities

Net assets assumed

The unaudited supplemental pro forma revenues and net losses of the Company were $ 44.7 million and $ 32.3 million, respectively, for the three months ended September 30, 2024 and $ 102.4 million and $ 111.3 million, respectively, for the nine months ended September 30, 2024, and have been prepared for the Company as if the Tin Building by Jean-Georges was consolidated by the Company on January 1, 2024.

The most significant adjustments in the pro forma financial information includes the elimination of rents between the Company and the joint venture and the elimination of the previous equity method investment in the joint venture as though the consolidation had occurred on January 1, 2024.

The unaudited pro forma financial information above is provided for informational purposes only and is not necessarily indicative of what actual results of operations would have been had the consolidation and related transactions been completed as of January 1, 2024 or that may be achieved in the future.

The Company’s investment in the Tin Building by Jean-Georges meets the threshold for disclosure of summarized income statement information for the three and nine months ended September 30, 2024.

Relevant financial statement information is summarized as follows:

Three months ended

Nine months ended

September 30,

Income Statement

In April 2026, the Company and Endorphin Ventures entered into a sub-management agreement, effective January 1, 2026, whereby the Company provides sub-management services to the venture.

Additionally, in April 2026, Endorphin Ventures terminated its sub-management agreement with CCMC (as defined below), effective January 1, 2026.

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.

In March 2022, the Company acquired a 25 % interest in JG Restaurant HoldCo LLC (“JG”) for $ 45.0 million from JG TopCo LLC (“Jean-Georges”).

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

The Company accounts for its ownership interest in accordance with the equity method and recorded its initial investment at cost, inclusive of legal fees and transaction costs.

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

Concurrent with the Company’s acquisition of the 25 % interest in Jean-Georges Restaurants, the Company entered into a warrant agreement with Jean-Georges.

The Company paid $ 10.0 million for the option to acquire up to an additional 20 % interest in Jean-Georges Restaurants at a fixed exercise price per share subject to certain anti-dilution provisions.

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

The warrant became exercisable on March 2, 2022, subject to automatic exercise in the event of dissolution or liquidation and will expire on March 2, 2026.

The Company elected the measurement alternative for this purchase option as the equity security does not have a readily determinable fair value.

Concurrent with the Company’s acquisition of the 25 % interest in JG, 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 JG at a fixed exercise price per share subject to certain anti-dilution provisions.

The warrant became exercisable on March 2, 2022 and expired unexercised and terminated pursuant to its terms on March 2, 2026.

The Company elected the measurement

alternative for this purchase option as the equity security does not have a readily determinable fair value.

As such, the investment is measured at cost, less any identified impairment charges.

As of September 30, 2025, this warrant had not been exercised and has a carrying value of zero .

Creative Culinary Management Company, LLC (“CCMC”), a wholly owned indirect subsidiary of Jean-Georges Restaurants, provided management services for certain retail and food and beverage businesses that the Company owns, either wholly or through partnerships with third parties.

Pursuant to the various management agreements, CCMC was responsible for employment and/or supervision of all employees providing services for the food and beverage operations and restaurants as well as the day-to-day operations and accounting for the food and beverage operations.

Effective January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, the Company hired and onboarded employees of CCMC and entered into a services agreement (the “Services Agreement”) with CCMC to provide the necessary employees and services for CCMC to perform CCMC’s responsibilities under the various management agreements.

On June 30, 2025, indirect subsidiaries of the Company and wholly owned subsidiaries of Jean-Georges Restaurants entered into license agreements with respect to the license of certain intellectual property of Jean-Georges Restaurants for the Tin Building by Jean-Georges and the Fulton Restaurant (collectively, the “License Agreements”).

As part of the restructuring transactions described above and in consideration of entry into the License Agreements, on July 1, 2025, an indirect subsidiary of the Company provided notice to CCMC terminating certain management agreements between CCMC and affiliates of the Company.

As a result, the Services Agreement has been terminated pursuant to its terms.

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

Creative Culinary Management Company, LLC (“CCMC”), a wholly owned indirect subsidiary of JG, provided management with services for certain retail and food and beverage businesses that the Company owns, either wholly or through partnerships with third parties.

Effective January 1, 2025, 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 various management agreements.

On June 30, 2025, indirect subsidiaries of the Company and wholly owned subsidiaries of JG entered into license agreements with respect to the license of certain intellectual property of JG for the Tin Building by Jean-Georges and the Fulton Restaurant (collectively, 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 was terminated pursuant to its terms.

Other Assets and Liabilities

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The following table summarizes the significant components of Other assets, net:

September 30,

Security and other deposits

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The following table summarizes the significant components of Accounts payable and other liabilities:

September 30,

Deferred income

Accounts payable and accrued expenses

Construction payables

Accrued payroll and other employee liabilities

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Mortgages payable, net are summarized as follows:

September 30,

Fixed-rate debt

Secured mortgages payable

Variable-rate debt

Secured mortgages payable

Unamortized deferred financing costs

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Mortgages payable related to assets held for sale

(1) This mortgage relates to 250 Water Street, which is classified as held for sale as of September 30, 2025.

Commencing on the date the mortgage was classified as held for sale, the Company has expensed interest related to the mortgage into Interest income (expense) on the Consolidated Statement of Operations.

(1) This mortgage related to 250 Water Street, which was classified as held for sale as of December 31, 2025 and sold in February 2026.

Commencing on the date the mortgage was classified as held for sale, the Company expensed interest related to the mortgage into Interest income (expense) on the Consolidated Statement of Operations.

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

As of September 30, 2025, land, buildings and equipment, developments, and other collateral with an aggregate net book value of $ 238.0 million have been pledged as collateral for the Company’s debt obligations.

Secured mortgages payable are without recourse to the Company as of September 30, 2025.

As of March 31, 2026, land, buildings and equipment, and other collateral with an aggregate net book value of $ 91.1 million have been pledged as collateral for the Company’s debt obligations.

Secured mortgages payable are without recourse to the Company as of March 31, 2026.

Secured Mortgages Payable

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The Company’s fixed-rate debt obligation requires semi-annual installments of principal and interest, and the Company’s variable-rate debt requires monthly installments of only interest.

As of September 30, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.

As of March 31, 2026, the Company’s secured mortgage loan did not have any undrawn lender commitment available to be drawn for property development.

The following table summarizes the Company’s secured mortgages payable:

September 30, 2025

March 31, 2026

December 31, 2025

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Secured mortgages payable

(a) The Company has one fixed-rate debt obligation as of September 30, 2025 and December 31, 2024.

(a) The Company has one fixed-rate debt obligation as of March 31, 2026 and December 31, 2025.

The interest rate presented is based upon the coupon rate of the debt.

(b) The Company has one variable-rate debt obligation as of September 30, 2025 and December 31, 2024.

The interest rate presented is based on the applicable reference interest rate as of September 30, 2025 and December 31, 2024.

At September 30, 2025, the assumed rate of the indebtedness associated with our variable-rate debt obligation is based on SOFR + 4.5 % , which is the combination of the interest rates on two instruments:

(b) The Company had one variable-rate debt obligation as of December 31, 2025.

The interest rate presented is based on the applicable reference interest rate as of December 31, 2025.

This debt obligation was paid in full as of March 31, 2026.

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.

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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.

During the three months ended March 31, 2026, the Company paid off the 250 Water Street mortgage payable in conjunction with the sale of the property.

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.

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The following table presents the fair value measurement hierarchy levels required under ASC 820 for the estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis:

September 30, 2025

March 31, 2026

December 31, 2025

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Fixed-rate debt (b)

Variable-rate debt (b)

(a) Accounts receivable, net is shown net of an allowance of $ 1.7 million at September 30, 2025 and $ 2.6 million at December 31, 2024.

Variable-rate debt

(a) Accounts receivable, net is shown net of an allowance of $ 1.8 million at March 31, 2026 and $ 0.9 million at December 31, 2025.

Refer to Note 1 - Summary of Significant Accounting Policies – Accounts Receivable, net for additional information on the allowance.

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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:

As of December 31, 2025, the fair value of assets held for sale in the table above was estimated based on the purchase and sale agreement for 250 Water Street (Level 2:

observable market-based input).

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The fair value of fixed-rate debt in the table above was estimated based on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the SOFR or U.S.

Treasury obligation interest rates as of September 30, 2025.

Treasury obligation interest rates as of March 31, 2026.

Refer to Note 4 - Mortgages Payable, Net for additional information.

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Operating Leases

The Company leases land or buildings at certain properties from third parties, which are recorded in Operating lease right-of-use assets, net, and Operating lease obligations on the Unaudited Consolidated Balance Sheets.

See Note 9 – Leases for additional information.

Contractual rental expense was $ 1.3 million and $ 1.3 million for the three months ended September 30, 2025 and 2024, respectively, and $ 4.6 million and $ 5.0 million for the nine months ended September 30, 2025 and 2024, respectively.

The amortization of straight‑line rents included in the contractual rent amount was $ 0.5 million and $ 0.2 million for the three months ended September 30, 2025 and 2024, respectively, and $ 1.7 million and $ 1.4 million for the nine months ended September 30, 2025 and 2024, respectively.

Contractual rental expense was $ 1.8 million for the three months ended March 31, 2026 and $ 1.6 million for the three months ended March 31, 2025.

The amortization of straight‑line rents included in the contractual rent amount was $ 0.5 million and $ 0.6 million for the three months ended March 31, 2026 and 2025, respectively.

The Company’s tax provision for interim periods is determined using an estimate of its annual current and deferred effective tax rates, adjusted for discrete items.

The Company generated operating losses in the interim periods presented.

The income tax benefit recognized related to this loss was zero for each of the three and nine months ended September 30, 2025 and 2024, after an assessment of the available positive and negative evidence, which causes the Company’s effective tax rate to deviate from the federal statutory rate.

The income tax benefit recognized related to this loss was zero for the three months ended March 31, 2026 and 2025, after an assessment of the available positive and negative evidence, which causes the Company’s effective tax rate to deviate from the federal statutory rate.

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.

The following presents the Company’s revenues disaggregated by revenue source:

Three months ended September 30,

Nine months ended September 30,

Three months ended March 31,

Revenues from contracts with customers

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Consideration received during the period

Balance at September 30, 2024

Balance at March 31, 2025

Balance at December 31, 2025

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Consideration received during the period

Balance at September 30, 2025

Balance at March 31, 2026

Remaining Unsatisfied Performance Obligations

The Company’s remaining unsatisfied performance obligations represent a measure of the total dollar value of work to be performed on contracts executed and in progress.

These performance obligations primarily relate to the 2025 concert series, as well as performance under various sponsorship agreements.

The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations from contracts with customers as of September 30, 2025 is $ 16.4 million.

These performance obligations primarily relate to the 2026 concert series, 2026 baseball season, as well as performance under various sponsorship agreements.

The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations from contracts with customers as of March 31, 2026 is $ 75.2 million.

The Company expects to recognize this amount as revenue over the following periods:

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

During the three months ended September 30, 2025 and 2024, no customer accounted for 10% or more of the Company’s total revenue.

During the nine months ended September 30, 2025, no customer accounted for 10% or more of the Company’s total revenue.

During the nine months ended September 30, 2024, revenue from one customer accounted for approximately 10.1 % of the Company’s total revenue, through a related-party transaction.

During the three months ended March 31, 2026 and 2025, no customer accounted for 10% or more of the Company’s total revenue.

Lessee Arrangements

The Company determines whether an arrangement is a lease at inception.

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

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

Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease.

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The Company’s leased assets and liabilities are as follows:

September 30,

As of March 31,

As of December 31,

Operating lease right-of-use assets, net

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Three months ended

Nine months ended

September 30,

Operating lease cost

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Total lease cost

Future minimum lease payments as of September 30, 2025, are as follows:

Future minimum lease payments as of March 31, 2026, are as follows:

Operating Leases

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

Supplemental Unaudited Consolidated and Combined Statements of Cash Flows Information

Nine months ended September 30,

Supplemental Unaudited Consolidated Statements of Cash Flows Information

Three months ended March 31,

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows on operating leases

Non-cash transactions:

Adjustment to operating lease obligations (a)

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

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

September 30,

As of March 31,

Other Information

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The Company receives rental income from the leasing of retail, office, multi-family, and other space under operating leases, as well as certain variable tenant recoveries.

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

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 , excluding renewal options.

Lease terms generally vary among tenants and may include early termination options, extension options, and fixed rental rate increases or rental rate increases based on an index.

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The Company elected the practical expedient to not separate lease components from non-lease components of its lease agreements for all classes of underlying assets.

During the nine months ending September 30, 2025, an office tenant of Pier 17 exercised a termination option within its lease.

As a result of the tenant exercising the termination option, the lease term now expires three years earlier than the stated maturity date.

The Company received a $ 2.0 million payment during the nine months ended September 30, 2025 upon exercise of the termination option.

An additional $ 2.0 million payment is due at the end of the revised term in February 2027.

The Company recorded the payment received during the nine months ended September 30, 2025 in accounts payable and other liabilities on our Unaudited Consolidated Balance Sheet as of September 30, 2025 and the

Company will recognize the payment as revenue on the Consolidated Statement of Operations on a straight-line basis over the revised term of the lease.

Minimum rent revenues related to commenced operating leases are as follows:

Three months ended September 30,

Nine months ended September 30,

Minimum rent revenues related to operating leases are as follows:

Three months ended March 31,

Total minimum rent revenues

Total future minimum rents associated with operating leases are as follows as of September 30, 2025:

Total future minimum rents associated with operating leases are as follows as of March 31, 2026:

Total Minimum

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Percentage rent in lieu of fixed minimum rent is recognized as sales are reported by tenants.

Minimum rent revenues reported on the Unaudited Consolidated and Combined Statements of Operations also include amortization related to above and below‑market tenant leases on acquired properties.

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.

Earnings per share is calculated by dividing the net loss attributable to common stockholders by the weighted average number of shares outstanding during the period.

Stock-based payment awards are included in the calculation of diluted income using the treasury stock method if dilutive.

On the date of Separation, immediately prior to the Separation and as of September 30, 2024, there were 5,521,884 shares that were issued and outstanding .

This share amount is being utilized for the calculation of basic earnings (loss) per share attributable to common stockholders for the periods in 2024 prior to the date of Separation because the Company was not a standalone public company prior to the date of Separation and there was no stock trading information available to calculate earnings (loss) per share attributable to common stockholders.

In addition, for the periods in 2024 prior to the date of Separation, the computation of diluted earnings per share equals the basic earnings (loss) per share attributable to common stockholders calculation since there was no stock trading information available to compute dilutive effect of shares issuable under share-based compensation plans needed under the treasury method in accordance with ASC Topic 260 and since common stock equivalents were antidilutive due to losses from operations.

For the three and nine months ended September 30, 2025 and 2024, loss per share attributable to common stockholders is computed as follows:

Three months ended September 30,

Nine months ended September 30,

For the three months ended March 31, 2026 and 2025, loss per share attributable to common stockholders is computed as follows:

Three months ended March 31,

in thousands, except per share data

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Three months ended

Nine months ended

September 30, 2025

Three months ended

March 31, 2026

March 31, 2025

Shares issuable upon exercise of restricted stock and restricted stock units

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The Series A Preferred Stock is not redeemable by the Company prior to July 11, 2029 except under limited circumstances intended to preserve certain tax benefits for HHH.

Upon consolidation, the issued and outstanding preferred share interest is shown as Noncontrolling interest in subsidiary in our Unaudited Consolidated Balance Sheet as of September 30, 2025 and as of December 31, 2024 and the related dividends are reflected as Preferred distributions to noncontrolling interest in subsidiary in our Consolidated Statements of Operations for the three and nine months ended September 30, 2025 and for the three and nine months ended September 30, 2024.

Upon consolidation, the issued and outstanding preferred share interest is shown as Noncontrolling interest in subsidiary in our Consolidated Balance Sheet as of March 31, 2026 and as of December 31, 2025 and the related dividends are reflected as Preferred distributions to noncontrolling interest in subsidiary in our Consolidated Statements of Operations for the three months ended March 31, 2026 and 2025.

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

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Our chief operating decision maker (“CODM”) is our Chief Executive Officer.

Our CODM uses Adjusted EBITDA to assess operating results for each of the Company’s business segments.

The Company defines Adjusted EBITDA as earnings before interest, taxes, depreciation, amortization, equity in earnings (losses) from unconsolidated ventures, general and administrative expenses, and other expenses.

Beginning in the first quarter of 2026, the Company changed the measure of segment operating results used by the CODM from Segment Adjusted EBITDA to Segment Operating EBITDA.

Management believes Segment Operating EBITDA provides a more representative view of core performance by excluding other income (loss), net, gains (losses) on sale of assets, and equity in earnings (losses) from unconsolidated ventures.

Prior period segment information has been recast to conform to the current period presentation.

The Company defines Operating EBITDA as earnings before interest, taxes, depreciation, amortization, other income (loss), net, provision for impairment, gain (losses) on the sale of assets, equity in earnings (losses) from unconsolidated ventures, general and administrative expenses, and other expenses.

The Company’s segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur.

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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 three and nine months ended September 30, 2024, the net loss from the Tin Building by Jean-Georges is included in Equity in losses from unconsolidated ventures in the segment operating results below.

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

● Landlord Operations – consists of the Company’s rental operations associated with over 478,000 square feet of properties situated in three primary locations at the Seaport in New York, New York:

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

● Hospitality – consists of restaurant and retail businesses in the Tin Building through February 2026, the Cobblestones, and Pier 17 that are owned, either wholly or through joint ventures, and operated by the Company or through license and management agreements.

● Entertainment – consists of baseball operations of the Aviators and non-baseball events at the Las Vegas Ballpark along with concert and other entertainment revenue generated at the Seaport in New York.

● Landlord Operations – consists of the Company’s rental operations associated with over 450,000 square feet of properties situated in three primary locations at the Seaport in New York:

Pier 17, the Cobblestones, and Tin Building, as well as 250 Water Street through the date of sale.

Segment operating results are as follows:

Hospitality (1)

Entertainment

Three months ended September 30, 2025

Total revenues

Hospitality Costs

Entertainment Costs

Operating costs

Loss on assets held for sale

Total operating expenses

Other income (loss), net

Total segment expenses

Equity in earnings (losses) from unconsolidated ventures

Segment Adjusted EBITDA

Depreciation and amortization

Interest income (expense)

General and administrative expenses

Loss before income taxes

Income tax benefit (expense)

Three months ended September 30, 2024

Three months ended March 31, 2026

Total revenues

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Operating costs

Total operating expenses

Segment Operating EBITDA

Other income (loss), net

Total segment expenses

Equity in earnings (losses) from unconsolidated ventures

Segment Adjusted EBITDA

Depreciation and amortization

Interest income (expense)

Loss on early extinguishment of debt

Provision for impairment

General and administrative expenses

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Income tax benefit (expense)

(1) Period-over-period comparability is impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025.

For prior periods in 2024, the Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in the Equity in earnings (losses) from unconsolidated ventures within our Hospitality segment.

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

Hospitality (1)

Entertainment

Nine months ended September 30, 2025

Three months ended March 31, 2025

Total revenues

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Operating costs

Loss on assets held for sale

Total operating expenses

Segment Operating EBITDA

Other income (loss), net

Total segment expenses

Equity in earnings (losses) from unconsolidated ventures

Segment Adjusted EBITDA

Depreciation and amortization

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Income tax benefit (expense)

Nine months ended September 30, 2024

Total revenues

Hospitality Costs

Entertainment Costs

Operating costs

Total operating expenses

Other income, net

Total segment expenses

Equity in earnings (losses) from unconsolidated ventures

Segment Adjusted EBITDA

Depreciation and amortization

Interest income (expense)

Loss on early extinguishment of debt

General and administrative expenses

Loss before income taxes

Income tax benefit (expense)

(1) Period-over-period comparability is impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025.

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

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

September 30,

(1) Other includes any inter-segment eliminations necessary to reconcile to Unaudited Consolidated Company totals.

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

Entertainment

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Related-Party Transactions

Prior to the Separation, the Company had not historically operated as a standalone business and had various relationships with HHH whereby HHH provided services to the Company.

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

Net Transfers from Former Parent

As discussed in Note 1 – Summary of Significant Accounting Policies – Basis of Presentation – Prior to Separation and below, net investment by Former Parent is primarily impacted by allocation of expenses for certain services related to shared functions provided by HHH prior to the Separation and contributions from HHH which are the result of net funding provided by or distributed to HHH.

The components of net investment by Former Parent are:

Nine months ended

September 30,

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

Non-cash stock compensation expense

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

Corporate Overhead and Other Allocations

Prior to the Separation, HHH provided the Company certain services, including (1) certain support functions that were provided on a centralized basis within HHH, including but not limited to property management, development, executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, and risk management;

and (2) employee benefits and compensation, including stock-based compensation.

The Company’s Unaudited Combined Financial Statements for the three and nine months ended September 30, 2024 reflect an allocation of these costs.

When specific identification or a direct attribution of costs based on time incurred for the Company’s benefit is not practicable, a proportional cost method is used, primarily based on revenue, headcount, payroll costs or other applicable measures.

The allocation of expenses, net of amounts capitalized, from HHH to the Company were reflected as follows in the Unaudited Combined Statements of Operations:

Three months ended

Nine months ended

September 30,

Operating costs

General and administrative

Other income, net

Allocated expenses recorded in operating costs, general and administrative expenses, and other income, net in the table above primarily include the allocation of employee benefits and compensation costs, including stock compensation expense, as well as overhead and other costs for shared support functions provided by HHH on a centralized basis prior to the Separation.

Operating costs as provided in the table above include immaterial expenses recorded to hospitality costs and entertainment costs with the remainder recorded to operating costs.

During the nine months ended September 30, 2024, the Company capitalized costs of $ 0.3 million and $ 0.2 million that were incurred by HHH for the Company’s benefit in Developments and Buildings and equipment, respectively.

The financial information herein may not necessarily reflect the combined financial position, results of operations, and cash flows of the Company in the future or what they would have been had the Company been a separate, standalone entity during the entirety of the period from January 1, 2024 to September 30, 2024 and for the full year ended December 31, 2024.

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

however, the allocations may not be indicative of actual expenses that would have been incurred had the Company operated as an independent, publicly traded company prior to the date of Separation.

Actual costs that the Company may have incurred had it been a standalone company for the entirety of the three and nine month periods ended September 30, 2024 would depend on a number of factors, including the chosen organizational structure, whether functions were outsourced or performed by Company employees and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Unless otherwise stated, these intercompany transactions between the Company and HHH have been included in the Unaudited Combined Financial Statements for the three and nine months ended September 30, 2024 and are considered to be effectively settled at the time the transaction is recorded.

The total net effect of the settlement of these intercompany transactions is reflected in the Unaudited Combined Statements of Cash Flows as a financing activity for the nine months ended September 30, 2024 and in the Consolidated Balance Sheets as an adjustment to additional paid-in capital as of September 30, 2025 and as of December 31, 2024.

Stock Compensation

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

The non-cash stock compensation expense for employee services directly attributable to the Company totaled $ 0.2 million for the three months ended September 30, 2024, and $ 0.3 million for the nine months ended September 30, 2024, and is included within general and administrative expenses in the Unaudited Combined Statements of Operations for the three and nine months ended September 30, 2024.

These expenses are presented net of zero and $ 0.3 million capitalized to development projects during the three and nine months ended September 30, 2024, respectively.

Employee benefits and compensation expense, including stock-based compensation expense, related to the HHH employees who provided shared services to the Company prior to the Separation have also been allocated to the Company and are recorded in general and administrative expenses and included in the table above.

The Company engaged in transactions with CCMC and Jean-Georges Restaurants and generates rental revenue by leasing space to equity method investees, which are related parties, as described below.

Related-Party Management Fees and Transition Services

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

These landlord management fees amounted to $ 0.1 million and $ 0.3 million for the three and nine months ended September 30, 2024.

As discussed in Note 2 – Investments in Unconsolidated Ventures – Jean-Georges Restaurants , CCMC, a wholly owned indirect subsidiary of Jean-Georges Restaurants, which is a related party of the Company, also provided management services for certain of the Company’s retail and food and beverage businesses, either wholly owned or through partnerships with third parties.

As discussed in Note 2 – Investments in Unconsolidated Ventures – Jean-Georges Restaurants , CCMC, a wholly owned indirect subsidiary of JG, 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 through June 30, 2025.

The Company’s businesses managed by CCMC included, but were not limited to, locations such as The Tin Building by Jean-Georges, The Fulton, and Malibu Farm.

Effective January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, the Company hired and onboarded employees of CCMC and entered into the Services Agreement with CCMC to provide the necessary employees and services for CCMC to perform CCMC’s responsibilities under the various management agreements.

Accordingly, employee compensation and benefits costs previously paid by, and reimbursed to, CCMC are now paid directly by the Company.

As of December 31, 2024, the Consolidated Balance Sheet reflects receivables for funds provided to CCMC to fund operations of $ 0.1 million with no corresponding receivable as of September 30, 2025.

As of September 30, 2025 and December 31, 2024, the Unaudited Consolidated Balance Sheets reflect accounts payable of zero and $ 0.5 million, respectively, due to CCMC with respect to reimbursable expenses and management fees to be funded by the Company.

The Company’s related-party management fees due to CCMC amounted to zero million and $ 0.6 million during the three months ended September 30, 2025 and 2024, respectively.

The Company’s related-party management fees due to CCMC amounted to $ 1.5 million and $ 1.8 million during the nine months ended September 30, 2025 and 2024, respectively.

Related party management fees for the three and nine months ended September 30, 2025 include zero and $ 0.9 million, respectively, of fees related to the Tin Building by Jean-Georges, a previously unconsolidated joint venture accounted for under the equity method.

Refer to Note 2 – Investments in Unconsolidated Ventures for further information.

On June 30, 2025, indirect subsidiaries of the Company and wholly owned subsidiaries of Jean-Georges Restaurants entered into the License Agreements with respect to the license of certain intellectual property of Jean-Georges Restaurants for the Tin Building by Jean-Georges and the Fulton Restaurant.

As a result, the Services Agreement has been terminated pursuant to its terms.

Related party license fees related to the License Agreements with a wholly owned subsidiary of Jean-Georges Restaurants for the three and nine months ended September 30, 2025 were $ 0.6 million.

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 was terminated pursuant to its terms.

The Company’s related-party management fees due to CCMC amounted to zero and $ 1.1 million during the three months ended March 31, 2026 and 2025, respectively.

Related party license fees related to the License Agreements with a wholly owned subsidiary of JG for the three months ended March 31, 2026 were $ 0.3 million.

In connection with the Separation, the Company entered into a transition services agreement with HHH that provides for the performance of certain services by HHH for our benefit for a period of time after the Separation.

During the three and nine months ended September 30, 2025, the Company recorded expenses of zero and $ 0.1 million, respectively, related to this transition services agreement with HHH within general and administrative expenses.

During the three months ended March 31, 2025, the Company recorded expenses of $ 0.1 million 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.

2 unchanged sentences

Our obligations under such total return swap are in turn supported by a guaranty provided by a subsidiary of HHH.

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

The Company capitalized $ 0.2 million and $ 0.8 million of such fees to Net investment in real estate in the three and nine months ended September 30, 2025, respectively.

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

The Company capitalized $ 0.3 million of such fees to Net investment in real estate in the three months ended March 31, 2025.

The Company expensed $ 0.1 million of such fees to interest expense during the three months ended March 31, 2026, as capitalization ceased following debt classification as related to assets held for sale.

As of March 31, 2026, the mortgage loan on 250 Water Street was paid off and the Indemnity Fee Agreement was terminated.

As discussed in Note 2 – Investments in Unconsolidated Ventures – The Lawn Club, the Company and Endorphin Ventures entered into a sub-management agreement, effective January 1, 2026, whereby the Company provides sub-management services to the venture.

The Company earned $ 47,000 in fees associated with this sub-management agreement for the three months ended March 31, 2026.

Related-party Rental Revenue

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

As discussed in Note 2 – Investments in Unconsolidated Ventures , the Company owned a noncontrolling interest in both of these ventures and accounted for its interests in accordance with the equity method in 2024.

As of January 1, 2025, the Company consolidates the Tin Building by Jean-Georges, and the rental revenue related to the applicable lease is eliminated in consolidation.

The Unaudited Consolidated Balance Sheets reflect accounts receivable generated by rental revenue earned by the Company of $ 0.4 million due from the Lawn Club as of September 30, 2025 and $ 0.2 million due from both ventures as of December 31, 2024.

During the three months ended September 30, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.4 million and $ 3.1 million, respectively.

During the nine months ended September 30, 2025 and 2024, the Unaudited Consolidated and Combined Statements of Operations reflect rental revenue associated with these related parties of $ 0.9 million and $ 9.2 million, respectively.

This is primarily comprised of $ 2.9 million and $ 8.6 million from the Tin Building by Jean-Georges during the three and nine months ended September 30, 2024.

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

The Consolidated Balance Sheets reflect accounts receivable generated by rental revenue earned by the Company of $ 0.3 million due from the Lawn Club as of March 31, 2026 and $ 0.3 million due from the Lawn Club as of December 31, 2025.

During both the three months ended March 31, 2026 and 2025, the Unaudited Consolidated Statements of Operations reflect rental revenue associated with the Lawn Club of $ 0.3 million.

Related-party Other Receivables

As of September 30, 2025, the Unaudited Consolidated Balance Sheets includes a $ 0.7 million receivable mainly related to operating expenses to be reimbursed by the Lawn Club venture.

There was no other receivable balance as of December 31, 2024.

As of March 31, 2026 and December 31, 2025, the Consolidated Balance Sheets include a $ 13,000 and $ 0.6 million receivable, respectively, mainly related to operating expenses to be reimbursed by the Lawn Club venture.

Subsequent Events

Subsequent to September 30, 2025, the purchaser of 250 Water Street exercised its final option to extend the closing date.

In connection with this extension, the purchaser paid an additional $ 1.0 million, increasing the total purchase price of the asset by this payment.

As the asset was written down to its estimated fair value less costs to sell at September 30, 2025, this additional consideration is expected to decrease the loss on sale to be recognized subsequent to quarter end.

Management has evaluated subsequent events through the filing of this Quarterly Report on Form 10-Q and determined there have been no events that have occurred that would require adjustments to our disclosures in the consolidated financial statements.

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

What changed 10-Q

Item 1. Financial Statements