What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-05-06 compared with 2025-11-10 · 111 added, 279 removed, 161 unchanged (71% of the section changed)

Management’s Discussion and Analysis of Financial Condition and Results of Operations

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to “Seaport Entertainment Group,” “SEG,” the “Company,” “we,” “us,” or “our” shall mean the assets, liabilities, and operating activities related to the Seaport Entertainment division of Howard Hughes Holdings Inc.

(“HHH”) that was transferred to Seaport Entertainment Group Inc.

on July 31, 2024 in connection with the Company’s separation from HHH (the “Separation”), as well as the assets, liabilities, and operating activities of Seaport Entertainment Group Inc.

The following discussion should be read as a supplement to and should be read in conjunction with our Unaudited Consolidated and Combined Financial Statements (“Unaudited Consolidated and Combined Financial Statements”) and the related notes included elsewhere in this quarterly report on Form 10-Q (“Quarterly Report”).

The following discussion should be read as a supplement to and should be read in conjunction with our Unaudited Consolidated Financial Statements (“Unaudited Consolidated Financial Statements”) and the related notes included elsewhere in this quarterly report on Form 10-Q (“Quarterly Report”).

This discussion contains forward-looking statements that involve risks, uncertainties, assumptions, and other factors, including those described elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025.

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We are not obligated to update this information, whether as a result of new information, future events or otherwise, except as may be required by law.

All references to numbered Notes are specific to Unaudited Notes to the Consolidated and Combined Financial Statements included in this Quarterly Report.

All references to numbered Notes are specific to the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report.

Capitalized terms used, but not defined, in this MD&A have the same meanings as in such Notes.

Changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our Unaudited Consolidated and Combined Financial Statements and then rounded to the nearest million.

Changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our Unaudited Consolidated Financial Statements and then rounded to the nearest million.

Therefore, certain changes may not recalculate based on the amounts rounded to the nearest million.

General Overview

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

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

The Company owns and operates a unique collection of assets positioned at the intersection of entertainment and real estate.

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

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

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

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

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

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

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

We also have a 25% interest in Jean-Georges Restaurants.

We also have a 25% interest in JG.

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

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Entertainment

Entertainment includes the Las Vegas Aviators Triple-A Minor League Baseball team (the “Aviators”) and the Las Vegas Ballpark, our interest in and to the Fashion Show Mall Air Rights, events at The Rooftop at Pier 17, and sponsorship

agreements related to these venues.

The Aviators are a Triple-A affiliate of the Oakland Athletics and play at the Las Vegas Ballpark, a 10,000-person capacity ballpark located in Downtown Summerlin.

The Rooftop at Pier 17 is a premier outdoor concert venue that hosts a popular Summer Concert Series featuring emerging and established musicians alike.

The Aviators are a Triple-A affiliate of the Athletics Major League Baseball team and play at the Las Vegas Ballpark, a 10,000-person capacity ballpark located in Downtown Summerlin.

The Rooftop at Pier 17 is one of the premier concert venues in New York City that hosts a popular Seaport Concert Series featuring emerging and established musicians alike.

We see The Rooftop at Pier 17 as an opportunity to continue to drive events and entertainment growth as we believe that the demand for live music and private events is strong and accelerating.

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Landlord Operations assets include:

Pier 17, a mixed-use building containing restaurants, entertainment, office space, and The Rooftop at Pier 17, an outdoor concert venue;

the Tin Building, a mixed-use building containing a culinary destination featuring a variety of experiences including restaurants, bars, grocery markets, retail, and private dining;

Pier 17, a historic building containing restaurants, entertainment, retail and office space, and The Rooftop at Pier 17, an outdoor concert venue;

the Tin Building, a mixed-use building leased to the Tin Building by Jean-Georges through February 2026.

In February 2026, the Company entered into a lease of 100% of the Tin Building with Lux Entertainment to open the Balloon Museum;

the Fulton Market Building, a mixed-use building containing office and retail spaces, including a movie theater and the Lawn Club, an experiential retail concept focused on classic lawn games and cocktails;

the Cobblestones retail and other locations which include the Museum Block, Schermerhorn Row, and more;

250 Water Street, a full block development site approved for zoning of affordable and market-rate housing, office, retail, and community-oriented gathering space;

250 Water Street, a full block development site approved for zoning of affordable and market-rate housing, office, retail, and community-oriented gathering space sold by the Company on February 6, 2026 for gross proceeds of $143.0 million;

85 South Street, an eight-story residential building.

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We are focused on continuing to fill vacancies in our Landlord Operations portfolio and believe this to be an opportunity to drive incremental segment growth.

Separation from HHH

On July 31, 2024, HHH completed its spin-off of the Company through the pro rata distribution of all the outstanding shares of common stock of SEG to HHH’s stockholders as of the close of business on the record date of July 29, 2024 (the “Separation”).

In connection with the Separation, on July 31, 2024, the Company entered into a separation and distribution agreement and various other agreements with HHH, including a transition services agreement, an employee matters agreement, and a tax matters agreement.

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

Basis of Presentation

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 and are 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.

Accordingly, 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 stand-alone basis and are derived from the accounting records of the Company.

The accompanying Unaudited Consolidated and 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.

The accompanying Unaudited Consolidated and Combined Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“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 during all of the periods presented.

For an additional discussion on the basis of presentation of the accompanying Unaudited Consolidated and Combined Financial Statements, see Note 1 – Summary of Significant Accounting Policies in the Unaudited Notes to the Consolidated and Combined Financial Statements included in this Quarterly Report.

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

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

The accompanying Unaudited Consolidated Financial Statements may not be indicative of the Company’s future performance.

For an additional discussion on the basis of presentation of the accompanying Unaudited Consolidated Financial Statements, see Note 1 – Summary of Significant Accounting Policies in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report.

Key Factors Affecting Our Business

We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025.

Management Strategies and Operational Changes

As discussed elsewhere in this Quarterly Report, we historically operated as part of HHH and not as a standalone company.

Therefore, our historical results prior to the Separation are reflective of the management strategies and operations of the Company based on the direction and strategies of HHH.

Additionally, our historical results reflect the allocation of expenses from HHH associated with certain services prior to the Separation, 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 Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024 reflect an allocation of these costs.

As a standalone public company, our ongoing costs related to such support functions may differ from, and may potentially exceed, the amounts that have been allocated to the Company in the Company’s Unaudited Consolidated and Combined Financial Statements for the three and nine months ended September 30, 2024.

Following the Separation, HHH continues to provide some of these services on a transitional basis in exchange for agreed-upon fees.

In addition to one-time costs to design and establish our corporate functions, we will also incur incremental costs associated with being a standalone public company, including additional labor costs, such as salaries, benefits, and potential bonuses and/or stock based compensation awards for staff additions to establish certain corporate functions historically supported by HHH and not covered by the transition services agreement, and corporate governance costs, including board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, Securities and Exchange Commission (“SEC”) filing fees, transfer agent fees, consulting and legal fees and stock exchange listing fees.

As a standalone company, our future results and cost structure may differ based on new strategies and operational changes implemented by our management team, which may include changes to our chosen organizational structure, whether functions are outsourced or performed by Company employees, and strategic decisions made in areas such as executive leadership, corporate infrastructure, and information technology.

Tin Building and our Investment in the Tin Building by Jean-Georges

The Company owns 100% of the Tin Building which was completed and placed in service in our Landlord Operations segment during the third quarter of 2022.

The Company leases 100% of the rentable space in the Tin Building to the Tin Building by Jean-Georges joint venture, a Hospitality segment business in which we recognized 100% of the economic interest in accordance with the equity method through December 31, 2024.

As of January 1, 2025, in conjunction with the internalization of food and beverage operations, the Company began consolidating the Tin Building by Jean-Georges joint venture within the Hospitality segment.

The Company recognizes lease payments from the Tin Building by Jean-Georges in Rental revenue within the Landlord Operations segment.

As the Company recognizes 100% of operating income or losses from the Tin Building by Jean-Georges, the Tin Building lease has no net impact to the Company’s total net loss.

However, Landlord Operations Adjusted EBITDA, as defined below, includes only rental revenue related to the Tin Building lease payments, and does not include rent expense in Equity in losses from unconsolidated ventures for the three and nine months ended September 30, 2024 or rent expense for the three and nine months ended September 30, 2025 included in Hospitality costs in Hospitality Adjusted EBITDA.

The rental revenue and hospitality costs associated with the lease payments are eliminated in the Unaudited Consolidated Statements of Operations for the three and nine months ended September 30, 2025.

See Note 2 – Investments in Unconsolidated Ventures in the Unaudited Notes to the Consolidated and Combined Financial Statements included in this Quarterly Report for additional details related to the Tin Building by Jean-Georges joint venture and unaudited pro forma information.

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.

Prior to June 30, 2025, the Tin Building by Jean-Georges was managed by CCMC, a related party that is indirectly owned by Jean-Georges Restaurants.

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.

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.

The Tin Building by Jean-Georges had a soft opening in August 2022 and a grand opening celebration in late September 2022, with an expanded focus on experiences including in-person dining, retail shopping and delivery and limited operating hours.

In 2023, the Tin Building by Jean-Georges was open seven days per week, with strong foot traffic and sales.

However, operating losses at the Tin Building by Jean-Georges joint venture remained elevated, as the venture continues to refine its operating model.

Performance at the Tin Building by Jean-Georges improved in 2024 and operating results have improved from prior year during the three and nine months ended September 30, 2025.

As the Company is the sole owner of the Tin Building by Jean-Georges as of September 30, 2025, the future success of the Tin Building by Jean-Georges may have a significant impact on our results of operations.

As of and through February 2026, the Company leased 100% of the rentable space in the Tin Building to the Tin Building by Jean-Georges, a Hospitality segment business.

The rental revenue and hospitality costs associated with the lease payments are eliminated in the Consolidated Statements of Operations for the three months ended March 31, 2025 and 2026.

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

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

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This seasonality pattern results in lower revenues during these periods.

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

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

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

Lease Renewals and Occupancy

As of September 30, 2025, the average remaining term of our occupied retail, office, and other properties leases where we are the lessor was approximately seven years, excluding renewal options.

As of March 31, 2026 and December 31, 2025, the weighted average remaining term of our retail, office, and other properties leases where we are the lessor was approximately seven years, excluding renewal options.

The stability of the rental revenue generated by our properties depends principally on our tenants’ ability to pay rent and our ability to collect rents, renew expiring leases, re-lease space upon the expiration or other termination of leases, lease currently vacant properties, and maintain or increase rental rates at our leased properties.

To the extent our properties become vacant, we would forego rental income while remaining responsible for the payment of property taxes and maintaining the property until it is re-leased, which could negatively impact our operating results.

In January 2025, the Company entered into a lease with immersive entertainment and experience creator, Meow Wolf, to occupy approximately 74,000 square feet of vacant space in Pier 17, inclusive of a space currently occupied and expiring in December 2025.

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 Statement of Operations on a straight-line basis over the revised term of the lease.

We continue to monitor our lease renewals and occupancy rates.

As of September 30, 2025, our real estate assets at the Seaport were 83% leased or programmed.

As of March 31, 2026, our real estate assets at the Seaport were 88% leased or programmed.

Inflationary Pressures and Other Macroeconomic Trends

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Other adverse economic conditions, including slower economic growth and the potential for a recession, could also have an adverse effect on us, our tenants and consumers.

For example, rapid changes in U.S.

For example, geopolitical conflict, rapid changes in U.S.

trade policy, new or increased tariffs, retaliatory tariffs and global trade disruptions could negatively impact us or our tenants, including by further aggravating inflation, increasing costs, disrupting supply chains and negatively affecting consumer sentiment and spending.

Significant Items Impacting Comparability

Separation Costs.

The Company incurred pre-tax charges related to the planned separation from HHH, primarily related to legal and consulting costs, of $6.7 million and $23.8 million for the three and nine months ended September 30, 2024, respectively.

No costs related to the Separation were incurred or recorded for the three or nine months ended September 30, 2025.

Shared Service Costs.

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 Consolidated and 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 Company recorded expenses associated with shared services that are not directly attributable to the Company of $5.3 million and $12.8 million for the three and nine months ended September 30, 2024, respectively.

Tin Building by Jean-Georges.

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 this Form 10-Q, 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%.

See Tin Building and our Investment in the Tin Building by Jean-Georges above for additional details.

Leadership Transition Costs.

The Company incurred leadership transition costs, primarily related to severance costs, bonus accrual and stock compensation expense, of $11.5 million and $12.2 million for the three and nine months ended September 30, 2025, respectively.

No costs related to the leadership transition were incurred or recorded for the three or nine months ended September 30, 2024.

Results of Operations

Comparison of the Three Months Ended September 30, 2025 and 2024

Comparison of the Three Months Ended March 31, 2026 and 2025

The following table sets forth our operating results:

Three Months Ended September 30,

Three Months Ended March 31,

in thousands except percentages

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Total expenses

Loss on assets held for sale

Provision for impairment

Other income (loss), net

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Equity in earnings (losses) from unconsolidated ventures

Loss on early extinguishment of debt

Loss before income taxes

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Net loss attributable to common stockholders

Net loss attributable to common stockholders increased $0.7 million, or 2%, to $33.2 million for the three months ended September 30, 2025, compared to $32.5 million in the prior-year period, primarily due to a $7.2 million decrease to other income (loss), net, a $4.0 million increase in loss on assets held for sale, a $0.8 million decrease to depreciation and amortization, a $3.0 million decrease in interest expense, and a decrease of $2.0 million in operating costs.

The decrease in equity in losses from unconsolidated ventures and changes in hospitality revenue, rental revenue, and hospitality costs are primarily due to the consolidation of the Tin Building by Jean-Georges as of January 1, 2025.

Items Included in Segment Adjusted EBITDA

Segment Adjusted EBITDA for each segment includes certain intersegment revenues and expenses that eliminate in the Consolidated Statements of Operations for all periods presented.

See “Segment Operating Results” for discussion of significant variances in revenues and expenses included in Adjusted EBITDA.

Items Excluded from Segment Adjusted EBITDA

Net loss attributable to common stockholders increased $12.2 million, or 38%, to $44.1 million for the three months ended March 31, 2026, compared to $31.9 million in the prior-year period, primarily due to a $2.6 million decrease in hospitality revenue, a $1.0 million decrease in rental revenue, a $2.2 million increase to other (loss), net, a $0.3 million increase in provision for impairment, a $12.0 million increase to depreciation and amortization, a $1.3 million increase in interest expense, partially offset by a $5.5 million decrease in hospitality costs, decrease of $1.1 million in operating costs, and a decrease of $1.7 million of general and administrative expense.

Items Included in Segment Operating EBITDA

Segment Operating EBITDA for each segment includes certain intersegment revenues and expenses that eliminate in the Consolidated Statements of Operations for all periods presented.

See “Segment Operating Results” for discussion of significant variances in revenues and expenses included in Segment Operating EBITDA.

Items Excluded from Segment Operating EBITDA

The following includes information on the significant variances in expenses and other items not directly related to segment activities.

General and Administrative .

General and administrative costs decreased $0.4 million to $17.9 million for the three months ended September 30, 2025, compared to $18.3 million in the prior-year period, primarily due to a $8.1 million decrease in separation costs incurred in the prior period, as well as decreased administrative expenses incurred during the three months ended September 30, 2025 as compared to the prior-year period, partially offset by an increase of $11.5 million of leadership transition costs incurred during the three months ended September 30, 2025, with no such costs incurred during the prior-year period.

Interest Income (Expense) .

Interest expense decreased $3.0 million to $0.1 million for the three months ended September 30, 2025 compared to $3.1 million in the prior-year period.

This change is primarily due to a $1.1 million increase in interest income, a $0.8 million increase in amounts capitalized to development assets , and a $1.0 million decrease in interest expense on secured mortgages payable .

Comparison of the Nine Months Ended September 30, 2025 and 2024

The following table sets forth our operating results:

Nine Months Ended September 30,

in thousands except percentages

Hospitality revenue

Entertainment revenue

Rental revenue

Other revenue

Total revenue

Hospitality costs

Entertainment costs

Operating costs

General and administrative

General and administrative costs decreased $1.7 million to $8.1 million for the three months ended March 31, 2026, compared to $9.8 million in the prior-year period, primarily due to a $0.7 million decrease

in legal and consulting costs, a $0.6 million decrease in labor costs, and a $0.3 million decrease administrative expenses incurred during the three months ended March 31, 2026 as compared to the prior-year period.

Depreciation and Amortization .

Total expenses

Loss on assets held for sale

Other income (loss), net

Operating loss

Depreciation and amortization increased $12.0 million to $20.1 million for the three months ended March 31, 2026, compared to $8.1 million in the prior-year period, primarily due to disposal of assets and accelerated depreciation on assets with updated estimated useful lives resulting from the closure of the Tin Building by Jean-Georges in February 2026.

Interest Income (Expense) .

Interest income decreased $1.3 million to $0.3 million expense for the three months ended March 31, 2026 compared to $1.0 million income in the prior-year period.

This change is primarily due to a $0.7 million decrease in interest income earned, and a $0.6 million decrease in amounts capitalized to development assets which increased interest expense .

Other Income (Loss), net .

Other loss, net increased $2.2 million to $2.2 million loss for the three months ended March 31, 2026 compared to zero loss in the prior-year period.

This change was due to $2.0 million increase in restructuring costs primarily related to restaurant closures during the period, as well as $0.2 million increase in pre-opening costs related to new ventures during the period.

Equity in Earnings (Losses) from Unconsolidated Ventures.

Loss on early extinguishment of debt

Loss before income taxes

Income tax (benefit) expense

Preferred distributions to noncontrolling interest in subsidiary

Net loss attributable to common stockholders

Net loss attributable to common stockholders decreased $31.7 million, or (28)%, to $79.9 million for the nine months ended September 30, 2025, compared to $111.6 million in the prior-year period, primarily due to a $17.5 million decrease in general and administrative expenses, a $4.0 million increase in loss on assets held for sale, a $7.2 million decrease in other income (expense), net, a $10.6 million increase in interest income (expense), and a decrease of $5.2 million in operating costs.

Items Included in Segment Adjusted EBITDA

Segment Adjusted EBITDA for each segment includes certain intersegment revenues and expenses that eliminate in the Consolidated Statements of Operations for all periods presented.

See “Segment Operating Results” for discussion of significant variances in revenues and expenses included in Adjusted EBITDA.

Items Excluded from Segment Adjusted EBITDA

The following includes information on the significant variances in expenses and other items not directly related to segment activities.

General and Administrative .

General and administrative costs decreased $17.5 million to $36.0 million for the nine months ended September 30, 2025, compared to $53.5 million in the prior-year period, primarily due to a $17.1 million decrease in separation costs.

Interest Income (Expense) .

Interest income increased $10.6 million to $1.7 million for the nine months ended September 30, 2025 compared to a net expense of $8.9 million in the prior-year period.

This change is primarily due to a $4.1 million increase in interest income, a $3.5 million increase in amounts capitalized to development assets, and a $3.0 million decrease in interest expense on secured mortgages payable.

Equity in earnings (losses) from unconsolidated ventures decreased $1.1 million to losses of $1.0 million for the three months ended March 31, 2026, compared to earnings of $0.2 million in the prior-year period.

This change was primarily due to a $0.4 million increase in losses for the Lawn Club and a $0.7 million increase in losses for JG.

Segment Operating Results

Segment Adjusted EBITDA

The following table presents segment Adjusted EBITDA for Hospitality:

Segment Operating EBITDA

The following table presents segment Operating EBITDA for Hospitality:

Three Months Ended

Nine Months Ended

Hospitality Adjusted EBITDA (a)

September 30,

Hospitality Operating EBITDA

in thousands except percentages

Hospitality revenue (b)

Hospitality revenue (a)

Total revenues

Hospitality costs (c)

Hospitality costs (b)

Total operating expenses

Other income (loss), net

Total expenses

Equity in earnings (losses) from unconsolidated ventures

Adjusted EBITDA

(a) 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.

(b) Hospitality revenue includes amounts related to intercompany transactions that eliminate in the Statement of Operations.

For the three months ended September 30, 2025

Hospitality Adjusted EBITDA decreased $0.5 million compared to the prior-year period primarily due to the following:

Hospitality Revenue

Hospitality revenue increased $7.7 million to $16.7 million for the three months ended September 30, 2025, compared to $9.0 million in the prior-year period.

This change was primarily due to an increase as a result of consolidating the Tin Building by Jean-Georges in 2025, an increase as a result of the opening of new hospitality concepts during the period, as well as increased revenue related to events held at the Seaport.

Hospitality Costs

Hospitality costs increased $12.1 million to $23.0 million for the three months ended September 30, 2025, compared to $10.9 million in the prior-year period.

This is primarily resulting from the consolidation of the Tin Building by Jean-Georges in 2025.

Equity in Earnings (Losses) from Unconsolidated Ventures

Equity in earnings (losses) from unconsolidated ventures increased $8.6 million to earnings of $1.2 million for the three months ended September 30, 2025, compared to losses of $7.5 million in the prior-year period.

This change was primarily due to a $7.9 million decrease in losses as a result of consolidating the Tin Building by Jean-Georges as of January 1, 2025, and a $1.1 million increase in earnings for the Lawn Club.

For the nine months ended September 30, 2025

Hospitality Adjusted EBITDA losses decreased $2.3 million compared to the prior-year period primarily due to the following:

Operating EBITDA

(a) Hospitality revenue includes amounts related to intercompany transactions that eliminate in the Statement of Operations.

(b) Hospitality costs include amounts related to intercompany leases that eliminate in the Statement of Operations.

For the three months ended March 31, 2026

Hospitality Operating EBITDA decreased $5.1 million compared to the prior-year period primarily due to the following:

Hospitality Revenue

Hospitality revenue increased $17.5 million to $39.6 million for the nine months ended September 30, 2025, compared to $22.1 million in the prior-year period.

This change was primarily a result of consolidating the Tin Building by Jean-Georges as of January 1, 2025, an increase as a result of the opening of new hospitality concepts during the period, as well as increased revenue related to events held at the Seaport.

This is partially offset by decreased revenue across various restaurants within the Seaport as a result of reduced operating hours during the period.

Hospitality revenue decreased $2.6 million to $5.1 million for the three months ended March 31, 2026, compared to $7.7 million in the prior-year period.

This change was primarily due to a decrease as a result of the closure of the Tin Building by Jean-Georges in February 2026.

Hospitality Costs

Hospitality costs increased $36.4 million to $66.6 million for the nine months ended September 30, 2025, compared to $30.1 million in the prior-year period.

The change is primarily due to the consolidation of the Tin Building by Jean-Georges as of January 1, 2025.

Equity in Earnings (Losses) from Unconsolidated Ventures

Equity in earnings (losses) from unconsolidated ventures increased $26.2 million to earnings of $2.1 million for the nine months ended September 30, 2025, compared to losses of $24.1 million in the prior-year period.

This change was primarily due to a $24.5 million decrease in losses as a result of consolidating the Tin Building by Jean-Georges as of January 1, 2025, a $0.3 million increase in earnings from Jean-Georges Restaurants, and a $1.7 million increase in earnings for the Lawn Club.

Hospitality costs decreased $7.7 million to $12.7 million for the three months ended March 31, 2026, compared to $20.4 million in the prior-year period.

This is primarily resulting from the closure of the Tin Building by Jean-Georges in February 2026.

Entertainment

Segment Adjusted EBITDA

The following table presents segment Adjusted EBITDA for Entertainment:

Entertainment Adjusted EBITDA

Three Months Ended September 30,

Nine Months Ended September 30,

Segment Operating EBITDA

The following table presents segment Operating EBITDA for Entertainment:

Entertainment Operating EBITDA

Three Months Ended March 31,

in thousands except percentages

3 unchanged sentences

Total operating expenses

Other income, net

Total expenses

Adjusted EBITDA

Operating EBITDA

(a) Entertainment revenue includes amounts related to intercompany transactions that eliminate in the Statement of Operations.

(b) Entertainment costs include amounts related to intercompany transactions that eliminate in the Company’s Statement of Operations.

For the three months ended September 30, 2025

Entertainment Adjusted EBITDA decreased $1.8 million compared to the prior-year period primarily due to the following:

Entertainment Revenue

Entertainment revenue decreased $0.7 million to $22.5 million for the three months ended September 30, 2025 compared to $23.2 million in the prior-year period.

This change was primarily due to decreased concert-related revenue as a result of fewer concerts on The Rooftop at Pier 17 compared to the prior year period, partially offset by increased rooftop events revenue and increased revenue at the Aviators.

Entertainment Costs

Entertainment costs increased $0.9 million to $20.5 million for the three months ended September 30, 2025 compared to $19.7 million in the prior-year period.

This change was primarily due to increased costs related to event expenses and operating costs at the Aviators compared to the prior year period.

For the nine months ended September 30, 2025

Entertainment Adjusted EBITDA increased $0.8 million compared to the prior-year period primarily due to the following:

For the three months ended March 31, 2026

Entertainment Operating EBITDA decreased $0.1 million compared to the prior-year period primarily due to the following:

Entertainment Revenue

Entertainment revenue increased $2.9 million to $46.9 million for the nine months ended September 30, 2025 compared to $44.0 million in the prior-year period.

This change was primarily due to increased concert-related revenue as a result of additional concerts on The Rooftop at Pier 17 compared to the prior year period, as well as increased revenue from the Aviators.

Entertainment revenue increased $0.3 million to $4.5 million for the three months ended March 31, 2026 compared to $4.2 million in the prior-year period.

This change was primarily due to increased revenue at the Aviators compared to the prior year period.

Entertainment Costs

Entertainment costs increased $2.0 million to $43.0 million for the nine months ended September 30, 2025 compared to $41.0 million in the prior-year period.

This change was primarily due to increased costs related to increased concert activity at the Seaport and increased operating expenses at the Aviators.

Entertainment costs increased $0.2 million to $7.3 million for the three months ended March 31, 2026 compared to $7.1 million in the prior-year period.

This change was primarily due to increased costs related operating costs at the Aviators compared to the prior year period, partially offset by decreased rooftop event operating costs.

Landlord Operations

Segment Adjusted EBITDA

The following table presents segment Adjusted EBITDA for Landlord Operations:

Segment Operating EBITDA

The following table presents segment Operating EBITDA for Landlord Operations:

Three Months Ended

Nine Months Ended

Landlord Operations Adjusted EBITDA

September 30,

Landlord Operations Operating EBITDA

in thousands except percentages

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Operating costs (b)

Loss on assets held for sale

Total operating expenses

Other income (loss), net

Total expenses

Adjusted EBITDA

Operating EBITDA

(a) Rental revenue includes amounts related to intercompany leases that eliminate in the Company’s Statement of Operations.

(b) Operating costs include amounts related to intercompany transactions that eliminate in the Company’s Statement of Operations.

For the three months ended September 30, 2025

Landlord Operations Adjusted EBITDA loss increased $4.3 million compared to the prior-year period primarily due to the following:

Rental Revenue

Rental revenue increased $0.2 million to $8.5 million for the three months ended September 30, 2025, compared to $8.3 million in the prior-year period.

This change was primarily driven by a decrease in reserves affecting rental revenue compared to the prior-year period, recognition of termination fee revenue, partially offset by lease amendment rental adjustments.

Other Revenue

Other revenue decreased $0.1 million to $0.5 million for the three months ended September 30, 2025, compared to $0.6 million for the prior-year period as a result of a decrease in sponsorship revenues attributable to landlord operations.

Loss on Assets Held for Sale

Loss on assets held for sale increased $4.0 million for the three months ended September 30, 2025, compared to zero for the prior-year period, due to a $4.0 million loss recognized to write down the fair value of assets held for sale relating to 250 Water Street.

Operating Costs

Operating costs decreased $1.9 million to $7.5 million for the three months ended September 30, 2025, compared to $9.4 million in the prior year period.

This change was due to decreases in marketing, insurance, and other landlord specific costs period over period.

Other Income (Loss), Net

Other income (loss), net decreased $2.3 million to a loss of $2.2 million for the three months ended September 30, 2025, compared to income of $0.1 million in the prior year period.

This change was primarily due to a $2.1 million loss on disposal of assets.

For the nine months ended September 30, 2025

Landlord Operations Adjusted EBITDA loss increased $0.1 million compared to the prior-year period primarily due to the following:

For the three months ended March 31, 2026

Landlord Operations Operating EBITDA loss increased $2.2 million compared to the prior-year period primarily due to the following:

Rental Revenue

Rental revenue increased $1.4 million to $26.2 million for the nine months ended September 30, 2025, compared to $24.9 million in the prior-year period.

This change was primarily driven by a decrease in reserves affecting rental revenue compared to the prior-year period, recognition of termination fee revenue, and an increase in rent escalation revenue and revenue generated by variable-rent leases.

Rental revenue decreased $3.3 million to $5.2 million for the three months ended March 31, 2026, compared to $8.5 million in the prior-year period.

This change was primarily driven by a decrease due to the closure of the Tin Building by Jean-Georges in February 2026, which reduced intercompany rental revenue, and an increase in reserves compared to the prior-year period.

Other Revenue

Other revenue decreased $0.2 million to $1.4 million for the nine months ended September 30, 2025, compared to $1.6 million for the prior-year period as a result of a decrease in sponsorship revenues attributable to landlord operations.

Other revenue decreased $47,000 to $0.3 million for the three months ended March 31, 2026, compared to $0.3 million for the prior-year period as a result of a decrease in sponsorship revenues attributable to landlord operations.

Operating Costs

Operating costs decreased $5.0 million to $23.3 million for the nine months ended September 30, 2025, compared to $28.3 million in the prior year period.

This change was primarily due to decreases in marketing, insurance, and other landlord specific costs period over period.

Loss on Assets Held for Sale

Loss on assets held for sale increased $4.0 million for the nine months ended September 30, 2025, compared to zero for the prior-year period, due to a $4.0 million loss recognized to write down the fair value of assets held for sale relating to 250 Water Street.

Other Income (Loss), Net

Other income (loss), net decreased $2.3 million to a loss of $2.2 million for the nine months ended September 30, 2025, compared to income of $0.1 million in the prior year period.

This change was primarily due to a $2.1 million loss on disposal of assets.

Operating costs decreased $1.1 million to $7.0 million for the three months ended March 31, 2026, compared to $8.1 million in the prior year period.

This change was due to decreases in marketing, maintenance, insurance, and other landlord specific costs period over period.

Liquidity and Capital Resources

As of September 30, 2025 and December 31, 2024, our cash and cash equivalents were $106.2 million and $165.7 million, respectively.

As of September 30, 2025 and December 31, 2024, our restricted cash was $10.6 million and $2.2 million, respectively.

Prior to the Separation, we operated as a division within HHH’s consolidated structure, which used a centralized approach to cash management and financing of our operations.

This arrangement is not reflective of the manner in which we would have financed our operations had we been a standalone, publicly traded company during the entirety of the nine month period ended September 30, 2024 and during the full year ended December 31, 2024.

Restricted cash is segregated in escrow accounts related to payment of principal and interest on the Company’s outstanding mortgages payable as well as the deposit related to the sale of 250 Water Street.

HHH’s third-party long-term debt and the related interest expense were not allocated to us for any of the periods presented as we were not the legal obligor nor were we a guarantor of such debt.

As of each of September 30, 2025 and December 31, 2024, we had third-party mortgages payable of $101.4 million related to our 250 Water Street development, a variable-rate mortgage which requires monthly installments of only interest, and the Las Vegas Ballpark, a fixed-rate mortgage which requires semi-annual installments of principal and interest.

As of each of September 30, 2025 and December 31, 2024, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.

In connection with 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% with a scheduled maturity date of July 1, 2029.

On January 1, 2025, the mortgage loan on 250 Water Street was amended, increasing the stated margin rate from 5.0% to 7.0%.

As of September 30, 2025, we classified the mortgage loan on 250 Water Street as held for sale.

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

See Note 4 – Mortgages Payable, Net in the Unaudited Notes to the Consolidated and Combined Financial Statements included in this Quarterly Report for additional information.

Following the Separation, our capital structure and sources of liquidity have changed from our historical capital structure because HHH is no longer financing our operations, investments in joint ventures, and development and redevelopment projects.

Our development and redevelopment opportunities are capital intensive and will require significant additional funding, if and when pursued.

Our ability to fund our operating needs and development and redevelopment projects will depend on our future ability to continue to manage cash flow from operating activities, and

on our ability to obtain debt or equity financing on acceptable terms.

In addition, we typically must provide completion guarantees to lenders in connection with their financing for our development and redevelopment projects.

As of March 31, 2026 and December 31, 2025, our cash and cash equivalents were $114.8 million and $77.8 million, respectively.

As of March 31, 2026 and December 31, 2025, our restricted cash was $29.9 million and $9.6 million, respectively.

Restricted cash is segregated in escrow accounts related to payment of principal and interest on the Company’s outstanding mortgages payable as well as the escrow funds related to post-closing obligations related to the sale of the 250 Water Street.

As of March 31, 2026 and December 31, 2025, we had third-party mortgages payable of $38.4 million and $99.6 million, respectively.

These balances included mortgages payable related to our 2 50 Water Street development asset, a variable-rate mortgage which required monthly installments of only interest, and the Las Vegas Ballpark, a fixed-rate mortgage which requires semi-annual installments of principal and interest.

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

March 31, 2026 and December 31, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.

See Note 4 – Mortgages Payable, Net in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report for additional information.

Additionally, 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.

Management believes that our existing cash balances and restricted cash balances, along with access to capital markets, provide (i) adequate liquidity to meet all of our current and long-term (beyond 12 months) obligations when due, including our third-party mortgages payable, and (ii) adequate liquidity to fund capital expenditures and development and redevelopment projects.

However, our access to, and the availability of, financing on acceptable terms and conditions in the future will be impacted by many factors, including (1) our credit ratings, including the lowering of any of our credit ratings, or the absence of a credit rating, (2) the liquidity of the overall capital markets, and (3) the current state of the economy and, accordingly, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms in the future, or at all, which could have a negative impact on our liquidity and capital resources.

The cash flows presented in our Unaudited Consolidated and Combined Statement of Cash Flows for the nine months ended September 30, 2024 may not be indicative of the cash flows we would have recognized had we operated as a standalone publicly traded company for the entirety of that period.

On March 10, 2026, the Company filed a shelf registration statement on Form S-3 relating to the registration and potential issuance of common stock, preferred stock, warrants, rights, and units with a maximum aggregate offering price of up to $150.0 million (the “Shelf Registration Statement”).

The Securities and Exchange Commission declared the Shelf Registration Statement effective on March 16, 2026.

Management believes that our existing cash balances and restricted cash balances, along with access to capital markets, provide (i) adequate liquidity to meet all of our current and long-term (beyond 12 months) obligations when due, including our third-party mortgage payable, and (ii) adequate liquidity to fund capital expenditures and development and redevelopment projects.

However, our access to the capital markets and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including (1) our credit ratings, including the lowering of any of our credit ratings, or the absence of a credit rating, (2) the liquidity of the overall capital markets, and (3) the current state of the economy and, accordingly, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms in the future, or at all, which could have a negative impact on our liquidity and capital resources.

The following table sets forth a summary of our cash flows:

Nine Months Ended September 30,

Three Months Ended March 31,

Cash used in operating activities

Cash used in investing activities

Cash (used in) provided by financing activities

Cash provided by (used in) investing activities

Cash used in financing activities

Operating Activities

Cash used in operating activities decreased $21.4 million to $26.6 million in the nine months ended September 30, 2025, compared to $48.0 million in the prior-year period.

Cash used in operating activities decreased $10.1 million to $10.3 million in the three months ended March 31, 2026, compared to $20.5 million in the prior-year period.

The decrease primarily relates to changes in cash used in operating activities in each of our segments and decreased general and administrative expenses.

Investing Activities

Cash used in investing activities decreased $61.1 million to $21.1 million in the nine months ended September 30, 2025, compared to $82.2 million in the prior-year period.

The decrease in cash used in investing activities was primarily related to the consolidation of the Tin Building by Jean-Georges.

Cash provided by investing activities increased $144.5 million to $130.0 million in the three months ended March 31, 2026, compared to $14.5 million of cash used in investing activities in the prior-year period.

The increase in cash provided by investing activities was primarily related to proceeds from the sale of 250 Water Street.

Financing Activities

Cash provided by financing activities decreased $117.5 million to cash used in financing activities of $3.4 million in the nine months ended September 30, 2025, compared to cash provided by financing activities of $114.1 million in the prior-year period, primarily due to the elimination of net transfers provided by HHH to fund the operating and investing activities described above.

Cash used in financing activities increased $61.4 million to $62.3 million in the three months ended March 31, 2026, compared to $0.9 million in the prior-year period, primarily due to the payment of the mortgage loan on 250 Water Street.

Contractual Obligations

We have material contractual obligations that arise in the normal course of business.

Contractual obligations entered into prior to the Separation may not be representative of our contractual obligations profile as a standalone, publicly traded company.

Our pre-Separation contractual obligations do not reflect changes that we expect to experience in the future as a result of the Separation, such as contractual arrangements that we may enter into in the future that were historically entered into by HHH for shared services.

We have outstanding mortgages payable related to the 250 Water Street development and Las Vegas Ballpark, which are collateralized by certain of the Company’s real estate assets.

A summary of our mortgages payable as of September 30, 2025 and December 31, 2024 can be found in Note 4 – Mortgages Payable, Net in the Unaudited Notes to the Consolidated and Combined Financial Statements included in this Quarterly Report.

We have an outstanding mortgage payable related to the Las Vegas Ballpark, which is collateralized by the Las Vegas Ballpark.

A summary of our mortgages payable as of March 31, 2026 and December 31, 2025 can be found in Note 4 – Mortgages Payable, Net in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report.

We lease land or buildings at certain properties from third parties.

Rental payments are expensed as incurred and have been, to the extent applicable, straight-lined over the term of the lease.

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 each of the three months ended September 30, 2025 and 2024, and $1.7 million and $1.4 million for each of the nine months ended September 30, 2025 and 2024, respectively.

A summary of our lease obligations as of September 30, 2025 and December 31, 2024, can be found in Note 9 – Leases in the Unaudited Notes to the Consolidated and Combined Financial Statements included in this Quarterly Report.

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

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.

A summary of our lease obligations as of March 31, 2026 and December 31, 2025, can be found in Note 9 – Leases in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report.

Critical Accounting Estimates

16 unchanged sentences

Variable Interest Entities

Our Unaudited Consolidated and Combined Financial Statements include all of our accounts, including our majority owned and controlled subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary.

If the Company determined it was not the primary beneficiary of a VIE during the nine months ended September 30, 2025 and December 31, 2024, the Company did not consolidate the VIE in which it holds a variable interest.

Our Unaudited Consolidated Financial Statements include all of our accounts, including our majority owned and controlled subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary.

If the Company determined it was not the primary beneficiary of a VIE during the three months ended March 31, 2026 and 2025, the Company did not consolidate the VIE in which it holds a variable interest.

Judgments and Uncertainties

1 unchanged sentence

The determination of whether an entity is a VIE and whether the Company is the primary beneficiary of a VIE is based upon facts and circumstances for the VIE and requires significant judgments such as whether the entity is a VIE, whether the Company’s interest in a VIE is a variable interest, the determination of the activities that most significantly impact the economic performance of the entity, whether the Company controls those activities, and whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to 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.

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

Investments in Unconsolidated Ventures

15 unchanged sentences

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

Capitalized interest costs are based on qualified

expenditures and interest rates in place during the construction period.

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.

3 unchanged sentences

The capitalization of development costs requires judgment, and can directly and materially impact our results of operations because, for example, (i) if we do not capitalize costs that should be capitalized, then our operating expenses would be overstated during the development period, and the subsequent depreciation of the developed real estate would be understated, or (ii) if we capitalize costs that should not be capitalized, then our operating expenses would be understated during the development period, and the subsequent depreciation of the real estate would be overstated.

For the nine months ended September 30, 2025 and 2024, we capitalized development costs of $6.5 million and $46.1 million, respectively.

For the three months ended March 31, 2026 and 2025, we capitalized development costs of $6.1 million and $2.3 million, respectively.

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 2. Management’s Discussion and Analysis