Seaport Entertainment Group Inc. 10-Q

Item 1. Financial Statements SEAPORT ENTERTAINMENT GROUP INC. Consolidated Balance Sheets ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ ​ ​ ​ 2026 ​ December 31, ​ ​ (unaudited) ​ ​ ​ 2025 in thousands, except par value amounts ​ ​ ​ ​ ​ ASSETS ​ ​ ​ ​ Buildings and equipment ​ $ 514,821 ​ $ 537,243 Less: accumulated depreciation ​ ( 223,599 ) ​ ( 225,662 ) Land ​ 9,497 ​ 9,497 Net investment in real estate ​ 300,719 ​ 321,078 Assets held for sale ​ ​ — ​ ​ 137,441 Investments in unconsolidated ventures ​ 17,061 ​ 16,676 Cash and cash equivalents ​ 114,828 ​ 77,808 Restricted cash ​ 29,867 ​ 9,586 Accounts receivable, net ​ 6,886 ​ 7,149 Deferred expenses, net ​ 9,781 ​ 3,539 Operating lease right-of-use assets, net ​ 44,657 ​ 45,102 Other assets, net ​ 18,006 ​ 31,743 Total assets ​ $ 541,805 ​ $ 650,122 ​ ​ ​ ​ ​ ​ ​ LIABILITIES ​ ​ ​ ​ Mortgages payable, net ​ $ 38,361 ​ $ 38,348 Mortgages payable related to assets held for sale ​ ​ — ​ ​ 61,300 Operating lease obligations ​ 56,605 ​ 56,527 Accounts payable and other liabilities ​ 24,009 ​ 27,540 Total liabilities ​ 118,975 ​ 183,715 ​ ​ ​ ​ ​ EQUITY ​ ​ ​ ​ Preferred stock, $ 0.01 par value, 20,000 shares authorized, none issued or outstanding ​ ​ — ​ ​ — Common stock, $ 0.01 par value, 480,000 shares authorized, 12,806 issued and outstanding as of March 31, 2026 and 12,777 issued and outstanding as of December 31, 2025 ​ ​ 129 ​ ​ 128 Additional paid in capital ​ ​ 625,306 ​ ​ 624,781 Accumulated deficit ​ ( 212,505 ) ​ ( 168,402 ) Total stockholders' equity ​ 412,930 ​ 456,507 Noncontrolling interest in subsidiary ​ ​ 9,900 ​ ​ 9,900 Total equity ​ ​ 422,830 ​ ​ 466,407 Total liabilities and equity ​ $ 541,805 ​ $ 650,122 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 5 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated Statements of Operations (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ ​ in thousands, except per share data ​ ​ ​ 2026 ​ ​ ​ 2025 ​ REVENUES ​ ​ ​ ​ Hospitality revenue ​ $ 5,108 ​ $ 7,735 ​ Entertainment revenue ​ 4,498 ​ 4,209 ​ Rental revenue ​ 2,782 ​ 3,789 ​ Other revenue ​ 349 ​ 336 ​ Total revenues ​ 12,737 ​ 16,069 ​ ​ ​ ​ ​ ​ ​ ​ ​ EXPENSES ​ ​ ​ ​ ​ Hospitality costs ​ 10,227 ​ 15,742 ​ Entertainment costs ​ 7,288 ​ 7,077 ​ Operating costs ​ 6,984 ​ 8,079 ​ General and administrative ​ 8,056 ​ 9,782 ​ Depreciation and amortization ​ 20,113 ​ 8,091 ​ Total expenses ​ 52,668 ​ 48,771 ​ ​ ​ ​ ​ ​ ​ ​ ​ OTHER ​ ​ ​ ​ ​ Provision for impairment ​ ​ ( 339 ) ​ ​ — ​ Other income (loss), net ​ ( 2,249 ) ​ — ​ Total other ​ ( 2,588 ) ​ — ​ Operating loss ​ ( 42,519 ) ​ ( 32,702 ) ​ Interest income (expense) ​ ( 270 ) ​ 994 ​ Equity in earnings (losses) from unconsolidated ventures ​ ( 964 ) ​ 170 ​ Loss before income taxes ​ ( 43,753 ) ​ ( 31,538 ) ​ Income tax expense (benefit) ​ — ​ — ​ Net loss ​ ​ ( 43,753 ) ​ ​ ( 31,538 ) ​ Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 350 ) ​ ​ ( 350 ) ​ Net loss attributable to common stockholders ​ $ ( 44,103 ) ​ $ ( 31,888 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Total weighted average shares ​ ​ ​ ​ ​ ​ ​ Basic ​ ​ 12,723 ​ ​ 12,694 ​ Diluted ​ ​ 12,723 ​ ​ 12,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders ​ ​ ​ ​ ​ ​ ​ Basic ​ $ ( 3.47 ) ​ $ ( 2.51 ) ​ Diluted ​ $ ( 3.47 ) ​ $ ( 2.51 ) ​ ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 6 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated Statements of Cash Flows (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ ​ in thousands ​ ​ ​ ​ 2026 ​ ​ ​ ​ 2025 ​ ​ ​ ​ CASH FLOWS FROM OPERATING ACTIVITIES ​ ​ ​ ​ Net loss ​ $ ( 43,753 ) ​ $ ( 31,538 ) ​ Adjustments to reconcile net loss to cash used in operating activities: ​ ​ ​ ​ ​ Depreciation ​ 19,178 ​ 7,200 ​ Amortization ​ 935 ​ 891 ​ Amortization of deferred financing costs ​ 13 ​ 13 ​ Straight-line rent amortization ​ 523 ​ 305 ​ Stock compensation expense ​ 1,179 ​ 2,037 ​ Other ​ ( 103 ) ​ ( 112 ) ​ Loss on disposal ​ ​ 322 ​ ​ — ​ Impairment charges ​ ​ 339 ​ ​ — ​ Equity in earnings (losses) from unconsolidated ventures, net of distributions ​ 965 ​ ( 170 ) ​ Provision for (recovery of) doubtful accounts ​ 859 ​ ( 1,105 ) ​ Net Changes: ​ ​ ​ ​ ​ Accounts receivable ​ ( 571 ) ​ ( 4,023 ) ​ Other assets and deferred expenses ​ 12,948 ​ 2,518 ​ Deferred expenses ​ ( 88 ) ​ — ​ Accounts payable and other liabilities ​ ( 3,094 ) ​ 3,506 ​ Cash used in operating activities ​ ( 10,348 ) ​ ( 20,478 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM INVESTING ACTIVITIES ​ ​ ​ ​ ​ ​ Operating property improvements ​ ( 6,099 ) ​ ( 14,315 ) ​ Property development and redevelopment ​ — ​ ( 2,155 ) ​ Cash and restricted cash received upon consolidation of previously unconsolidated entity ​ ​ — ​ ​ 685 ​ Investments in unconsolidated ventures ​ ( 1,350 ) ​ — ​ Distributions from unconsolidated ventures ​ — ​ 1,288 ​ Proceeds from sale of asset held for sale ​ ​ 137,416 ​ ​ — ​ Cash provided by (used in) investing activities ​ 129,967 ​ ( 14,497 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ CASH FLOWS FROM FINANCING ACTIVITIES ​ ​ ​ ​ ​ ​ Principal payments on mortgages payable ​ ( 61,300 ) ​ — ​ Taxes paid on restricted stock vesting ​ ​ ( 668 ) ​ ​ ( 508 ) ​ Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 350 ) ​ ​ ( 350 ) ​ Fees paid in connection with equity issuances ​ — ​ ( 12 ) ​ Cash used in financing activities ​ ( 62,318 ) ​ ( 870 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Net change in cash, cash equivalents and restricted cash ​ 57,301 ​ ( 35,845 ) ​ Cash, cash equivalents and restricted cash at beginning of period ​ 87,394 ​ 167,845 ​ Cash, cash equivalents and restricted cash at end of period ​ 144,695 ​ 132,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH ​ ​ ​ ​ ​ ​ Cash and cash equivalents ​ 114,828 ​ 129,921 ​ Restricted cash ​ 29,867 ​ 2,079 ​ Cash, cash equivalents and restricted cash at end of period ​ $ 144,695 ​ $ 132,000 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION Interest paid $ 1,430 $ 1,445 Interest capitalized ​ ​ - ​ ​ 1,660 ​ ​ ​ ​ ​ ​ ​ ​ ​ NON-CASH TRANSACTIONS ​ ​ ​ ​ ​ ​ ​ Accrued property improvements, developments, and redevelopments $ ( 437 ) $ ( 675 ) Capitalized stock compensation ​ ​ 12 ​ ​ 48 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 7 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Consolidated Statements of Equity (Unaudited) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Common stock ​ Additional paid ​ Accumulated ​ Stockholders' ​ Noncontrolling ​ ​ ​ ​ ​ in thousands ​ ​ ​ Shares ​ ​ ​ Amount ​ ​ ​ in capital ​ ​ ​ deficit ​ ​ ​ equity ​ ​ ​ interest ​ ​ ​ Total equity ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2024 ​ 12,708 ​ $ 127 ​ $ 613,015 ​ $ ( 51,660 ) ​ $ 561,482 ​ $ 9,900 ​ $ 571,382 Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 31,888 ) ​ ​ ( 31,888 ) ​ ​ 350 ​ ​ ( 31,538 ) Fees in connection with equity issuances ​ — ​ ​ — ​ ​ ( 12 ) ​ ​ ​ ​ ​ ( 12 ) ​ ​ ​ ​ ​ ( 12 ) Shares acquired to satisfy minimum required tax withholding on vesting restricted stock ​ ( 18 ) ​ ​ ​ ​ ​ ( 508 ) ​ ​ ​ ​ ​ ( 508 ) ​ ​ ​ ​ ​ ( 508 ) Preferred distributions to noncontrolling interest in subsidiary ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 350 ) ​ ​ ( 350 ) Stock compensation ​ 9 ​ ​ — ​ ​ 2,085 ​ ​ — ​ ​ 2,085 ​ ​ — ​ ​ 2,085 Balance, March 31, 2025 ​ 12,699 ​ $ 127 ​ $ 614,580 ​ $ ( 83,548 ) ​ $ 531,159 ​ $ 9,900 ​ $ 541,059 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance, December 31, 2025 ​ 12,777 ​ ​ 128 ​ ​ 624,781 ​ ​ ( 168,402 ) ​ ​ 456,507 ​ ​ 9,900 ​ $ 466,407 Net income (loss) ​ — ​ ​ — ​ ​ — ​ ​ ( 44,103 ) ​ ​ ( 44,103 ) ​ ​ 350 ​ ( 43,753 ) Preferred distributions to noncontrolling interest in subsidiary ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ( 350 ) ​ ​ ( 350 ) Shares acquired to satisfy minimum required tax withholding on vesting restricted stock ​ ( 8 ) ​ ​ — ​ ​ ( 668 ) ​ ​ — ​ ​ ( 668 ) ​ ​ — ​ ​ ( 668 ) Stock compensation ​ 37 ​ ​ 1 ​ ​ 1,193 ​ ​ — ​ ​ 1,194 ​ ​ — ​ ​ 1,194 Balance, March 31, 2026 ​ 12,806 ​ $ 129 ​ $ 625,306 ​ $ ( 212,505 ) ​ $ 412,930 ​ $ 9,900 ​ $ 422,830 ​ The accompanying notes are an integral part of these consolidated financial statements. ​ 8 Table of Contents SEAPORT ENTERTAINMENT GROUP INC. Notes to Consolidated Financial Statements (Dollars in thousands, unless otherwise stated) (Unaudited) 1. Summary of Significant Accounting Policies Description of the Company Seaport Entertainment Group Inc. (“Seaport Entertainment Group,” “SEG,” the “Company,” “we,” “our” and “us”) is a Delaware corporation and was incorporated in 2024 in connection with, and anticipation of, Howard Hughes Holdings Inc.’s (“HHH” or “Former Parent”) spin-off of its entertainment-related assets in New York City and Las Vegas. The separation of Seaport Entertainment Group from HHH (the “Separation”), which was achieved through HHH’s pro rata distribution of 100 % of the then-outstanding shares of common stock of Seaport Entertainment Group to holders of HHH common stock, was completed on July 31, 2024. Following the completion of the Separation, Seaport Entertainment Group became an independent, publicly traded company. 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; 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 (“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 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. The operating results presented for interim periods are not necessarily indicative of the results that may be expected for any other interim period or for the entire year. 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. 9 Table of Contents 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 The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions include, but are not limited to, capitalization of development costs, provision for income taxes, future cash flows used in impairment analysis and fair value used in impairment calculations, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets acquired and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs. Actual results could differ from these and other estimates. 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. The Company’s reportable operating segments are as follows: (1) Hospitality, (2) Entertainment, and (3) Landlord Operations. Fair Value Measurements For assets and liabilities accounted for or disclosed at fair value, the Company utilizes the fair value hierarchy established by the accounting guidance for fair value measurements and disclosures to categorize the inputs to valuation techniques used to measure fair value into three levels. The three levels of inputs are as follows: Level 1: Quoted market prices in active markets for identical assets or liabilities. Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data. Level 3: Unobservable inputs that are not corroborated by market data. Cash and Cash Equivalents Cash and cash equivalents consist of highly liquid investments with maturities at date of purchase of three months or less and deposits with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high-quality institutions in order to minimize the concentration of counterparty credit risk. Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to the payment of principal and interest on the Company’s outstanding mortgages payable and escrow funds related to the post-closing obligations of the sale of the 250 Water Street development asset (“250 Water Street”). Accounts Receivable, net Accounts receivable includes tenant receivables, straight-line rent receivables, and other receivables. On a quarterly basis, management reviews tenant receivables and straight-line rent assets for collectability. As required under ASC 842 Leases (ASC 842), this analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends. When full collection of a lease receivable or future lease payment is not probable, a reserve for the receivable balance is charged against rental revenue and future 10 Table of Contents rental revenue is recognized on a cash basis. The Company also records reserves for estimated losses under ASC 450 Contingencies (ASC 450) if the estimated losses are probable and can be reasonably estimated. Other receivables are primarily related to short-term trade receivables. The Company is exposed to credit losses through the sale of goods and services to customers. As required under ASC 326 Financial Instruments – Credit Losses (ASC 326), the Company assesses its exposure to credit loss related to these receivables on a quarterly basis based on historical collection experience and future expectations by portfolio. As of 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, in thousands ​ 2026 ​ 2025 Tenant receivables ​ $ 105 ​ $ 385 Straight-line rent receivables ​ 3,030 ​ 2,935 Other receivables ​ 3,751 ​ 3,829 Accounts receivable, net (a) ​ $ 6,886 ​ $ 7,149 (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, ​ ​ ​ in thousands 2026 ​ ​ ​ 2025 ​ ​ ​ Statements of Operations ​ ​ ​ ​ Rental revenue ​ $ 795 ​ $ ( 844 ) ​ Hospitality costs ​ ​ 59 ​ ​ ( 25 ) ​ Entertainment costs ​ ​ 5 ​ ​ ( 255 ) ​ Operating costs ​ — ​ 19 ​ Total expense (income) impact ​ $ 859 ​ $ ( 1,105 ) ​ ​ 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 The Company classifies assets as held for sale when the six criteria under ASC 360-10-45-9 are met. Once an asset is held for sale, the Company suspends capitalization, depreciation and amortization. Assets held for sale are reported at the lower of their carrying value or fair value less costs to sell beginning in the period the held for sale criteria are met. The carrying amounts of assets held for sale are adjusted each reporting period for subsequent changes in fair value less costs to sell, with losses recognized for any subsequent write-down to fair value less costs to sell, and gains recognized for any subsequent increase in fair value less costs to sell, but not in excess of the cumulative loss previously recognized. ​ When assets are considered held for sale, but do not qualify as a discontinued operation, the Company presents qualifying assets and liabilities as held for sale on the consolidated balance sheet in all periods that the qualifying assets and liabilities meet the held for sale criteria. The components of the held for sale asset’s net income (loss) is recorded within the consolidated statement of operations. ​ 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, 11 Table of Contents 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 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. Earnings (Loss) per Share Basic earnings per share (“EPS”) attributable to the Company’s common stockholders is based upon net income (loss) attributable to the Company’s common stockholders divided by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS reflects the effect of the assumed vesting of restricted stock, restricted stock units and the exercise of stock options only in the periods in which such effect would have been dilutive. For the periods when a net loss is reported, the computation of diluted EPS equals the basic EPS calculation since common stock equivalents would be antidilutive due to losses from continuing operations. Impairment The Company reviews its long-lived assets (including those held by its unconsolidated ventures) for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as occupancy, rental rates, capital requirements and sales values that could differ materially from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision is recorded to write down the carrying amount of the asset to its fair value. Impairment indicators include, but are not limited to, significant changes in projected completion dates, stabilization dates, operating revenues or cash flows, development costs, circumstances related to ongoing low occupancy, and market factors. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset. Assets that have been impaired will in the future have lower depreciation and cost of sale expenses. 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. 12 Table of Contents Revenue Recognition and Related Matters Hospitality Revenue 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. These transactions are ordinarily settled with cash or credit card over a short period of time. Sponsorship related revenue is recognized on a straight-line basis over the contractual period of time. Entertainment Revenue Entertainment revenue related to contracts with customers is generally comprised of baseball-related ticket sales, concert-related ticket sales, events-related service revenue, concession sales, and related advertising and sponsorships revenue. Baseball season ticket sales are recognized over time as games take place. Single baseball and concert tickets are recognized at a point in time as the games and concerts take place. Baseball and concert ticket-related payments are made in advance or on the day of the event. Events-related service revenue is recognized at the time the customer receives the benefit of the service, with a portion of related payments made in advance, as per the agreements, and the remainder of the payment made on the day of the event. For concession sales, the transaction price is the net amount collected from the customer at the time of service and revenue is recognized at a point in time when the food or beverage is provided to the customer. In all other cases, the transaction prices are fixed, stipulated in the ticket, and representative in each case of a single performance obligation. Baseball-related and other advertising and sponsorship agreements allow third parties to display their advertising and products at the Company’s venues for a certain amount of time and relate to a single performance obligation. The agreements generally cover a baseball season or other contractual period of time, and the related revenue is generally recognized on a straight-line basis over time, as time elapses, unless a specific performance obligation exists within the sponsorship contract where point-in-time delivery occurs and recognition at a specific performance or delivery date is more appropriate. Consideration terms for these services are fixed in each respective agreement and paid in accordance with individual contractual terms. Entertainment revenue is disclosed net of any refunds, which are settled and recorded at the time of an event cancellation. The Company does not accrue or estimate any obligations related to refunds. Rental Revenue Rental revenue is associated with the Company’s Landlord Operations assets and is comprised of minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries, overage rent, and termination fee income. 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. Minimum rent revenues also include amortization related to above and below-market tenant leases on acquired properties. Rent payments for landlord assets are due on the first day of each month during the lease term. Recoveries from tenants are stipulated in the leases, are generally computed based upon a formula related to real estate taxes, insurance, and other real estate operating expenses, and are generally recognized as revenues in the period the related costs are incurred. Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease. If the lease provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or by the Company. When the Company is the owner of the tenant improvements, rental revenue begins 13 Table of Contents when the improvements are substantially complete. When the tenant is the owner of the tenant improvements, any tenant allowance funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term. Other Revenue Other revenue is comprised of sponsorship agreement revenue on our Landlord Operations assets and other miscellaneous revenue. Sponsorship related revenue is recognized on a straight-line basis over the contractual period of time. Other miscellaneous revenue is recognized at a point in time, at the time of sale when payment is received, and the customer receives the good or service. Recently Issued or Adopted Accounting Standards In November 2024, the FASB issued ASU 2024-03, “Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” The standard requires that public business entities disclose additional information about specific expense categories in the notes to financial statements for interim and annual reporting periods. The amendments in this ASU will become effective for fiscal year 2027 annual financial statements and interim financial statements thereafter and may be applied prospectively to periods after the adoption date or retrospectively for all prior periods presented in the financial statements, with early adoption permitted. The 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): Measurement of Credit Losses for Accounts Receivable and Contract Assets. The standard introduces a practical expedient for all entities and an accounting policy election for entities other than public business entities related to applying Subtopic 326-20 to current accounts receivable and current contract assets arising from transactions accounted for under Topic 606. The 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 . ​ 14 Table of Contents 2. Investments in Unconsolidated Ventures In the normal course of business, the Company enters into partnerships and ventures with an emphasis on investments associated with businesses that operate at the Company’s real estate assets and other hospitality investments. The Company does not consolidate the investments in the periods presented below as it does not have a controlling financial interest in these ventures. As such, the Company primarily reports its interests in accordance with the equity method. Additionally, the Company evaluates its equity method investments for significance in accordance with Regulation S-X, Rule 3-09 and Regulation S-X, Rule 4-08(g) and presents separate annual financial statements or summarized financial information, respectively, as required by those rules. Investments in unconsolidated ventures consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Ownership Interest (a) ​ ​ ​ Carrying Value ​ ​ ​ Share of Earnings (Losses) ​ ​ March 31, December 31, March 31, ​ ​ ​ December 31, March 31, in thousands except percentages 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Equity Method Investments ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ The Lawn Club (b) 50 % 50 % $ 3,377 ​ $ 2,569 ​ $ ( 542 ) ​ $ ( 157 ) ​ Jean-Georges Restaurants 25 % 25 % 13,684 ​ 14,107 ​ ( 422 ) ​ 327 ​ Investments in unconsolidated ventures ​ ​ ​ $ 17,061 ​ $ 16,676 ​ $ ( 964 ) ​ $ 170 ​ (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) 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 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 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. The Company recognizes its share of income or loss based on the joint venture distribution priorities, which could fluctuate over time. Upon the return of each member’s contributed capital and a preferred return to the Company, distributions and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest. The Company also entered into a lease agreement with HHC Lawn Games, LLC pursuant to which the Company agreed to lease approximately 27,000 square feet of the Fulton Market Building to this venture. 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 (“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 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 15 Table of Contents 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 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. ​ 3. Other Assets and Liabilities Other Assets, net The following table summarizes the significant components of Other assets, net: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, in thousands ​ 2026 ​ 2025 Intangibles ​ $ 13,435 ​ $ 14,224 Security and other deposits ​ 249 ​ 10,978 Food and beverage and merchandise inventory ​ 1,803 ​ 2,340 Prepaid expenses ​ 2,078 ​ 3,886 Other ​ 441 ​ 315 Other assets, net ​ $ 18,006 ​ $ 31,743 ​ Accounts Payable and Other Liabilities The following table summarizes the significant components of Accounts payable and other liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, in thousands ​ 2026 ​ 2025 Deferred income ​ $ 11,070 ​ $ 5,378 Accounts payable and accrued expenses ​ 6,424 ​ 7,950 Accrued payroll and other employee liabilities ​ 2,431 ​ 5,349 Accrued interest ​ 561 ​ 649 Tenant and other deposits ​ 3,349 ​ 7,988 Other ​ 174 ​ 226 Accounts payable and other liabilities ​ $ 24,009 ​ $ 27,540 ​ ​ 16 Table of Contents 4. Mortgages Payable, Net Mortgages Payable Mortgages payable, net are summarized as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, in thousands ​ 2026 ​ 2025 Fixed-rate debt ​ ​ ​ ​ ​ ​ Secured mortgages payable ​ $ 39,090 ​ $ 39,090 Unamortized deferred financing costs ​ ( 729 ) ​ ( 742 ) Mortgages payable, net ​ $ 38,361 ​ $ 38,348 Secured mortgages payable related to assets held for sale (1) ​ ​ — ​ ​ 61,300 Mortgages payable related to assets held for sale ​ $ — ​ $ 61,300 (1) This mortgage 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 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 The Company’s outstanding mortgages are collateralized by certain of the Company’s real estate assets. The Company’s fixed-rate debt obligation requires semi-annual installments of principal and interest, and the Company’s variable-rate debt requires monthly installments of only interest. As of 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Interest ​ ​ ​ ​ $in thousands ​ Principal ​ Rate ​ Maturity Date ​ Principal ​ Rate ​ Maturity Date Fixed rate (a) ​ $ 39,090 4.92 % December 15, 2038 ​ $ 39,090 4.92 % December 15, 2038 Variable rate (b) (c) ​ — ​ ​ ​ ​ ​ 61,300 10.77 % July 1, 2029 Secured mortgages payable ​ $ 39,090 ​ ​ ​ ​ ​ $ 100,390 ​ ​ ​ (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 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. (c) The Company had a total return swap with the lender in connection with its variable-rate debt. At December 31, 2025, the assumed rate of the indebtedness associated with our variable-rate debt obligation is based on SOFR + 4.5 % , which is the combination of the interest rates on two instruments: (i) the variable-rate debt obligation, pursuant to which the Company is obligated to pay the lender an amount equal to SOFR + 7.0 % , and (ii) the total return swap, pursuant to which the Company is entitled to receive 2.5 % from the lender. The cash flows from this total return swap do not vary based on any underlying variable and there is no net settlement; as such, it is not considered to meet the criteria of ASC “815 Derivatives and Hedging” and determined to not be a derivative. On January 1, 2025, the mortgage loan on 250 Water Street was amended to increase the margin from 5.0 % to 7.0 %. The Company is entitled to receive this 2.0 % increase from the lender by way of the total return swap, resulting in no change in cash flows to the Company. 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. ​ ​ 17 Table of Contents 5. Fair Value ASC 820 Fair Value Measurement (ASC 820) emphasizes that fair value is a market-based measurement that should be determined using assumptions market participants would use in pricing an asset or liability. The standard establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets or liabilities at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the asset or liability. Assets or liabilities with readily available active quoted prices, or for which fair value can be measured from actively quoted prices, generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, 2026 ​ ​ ​ December 31, 2025 ​ ​ Fair Value ​ Carrying ​ ​ ​ Estimated ​ Carrying ​ ​ ​ Estimated in thousands ​ Hierarchy ​ Amount ​ Fair Value ​ Amount ​ Fair Value Assets: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Cash and Restricted cash Level 1 ​ $ 144,695 ​ $ 144,695 ​ $ 87,394 ​ $ 87,394 Accounts receivable, net (a) Level 3 ​ 6,886 ​ 6,886 ​ 7,149 ​ 7,149 Assets held for sale Level 2 ​ — ​ — ​ 137,441 ​ 137,441 Liabilities: ​ ​ ​ ​ ​ ​ ​ ​ ​ Fixed-rate debt (b) Level 2 ​ 39,090 ​ 38,165 ​ 39,090 ​ 38,142 Variable-rate debt Level 2 ​ ​ — ​ ​ — ​ 61,300 ​ 61,300 (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. (b) Excludes related unamortized financing costs. The carrying amounts of Cash and Restricted cash and Accounts receivable, net approximate fair value because of the short‑term maturity of these instruments. 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). Refer to Note 1 – Summary of Significant Accounting Policies – Assets Held-for-Sale for additional information. The fair value of fixed-rate debt in the table above was estimated based on a discounted future cash payment model, which includes risk premiums and risk-free rates derived from the SOFR or U.S. Treasury obligation interest rates as of March 31, 2026. Refer to Note 4 - Mortgages Payable, Net for additional information. The discount rates reflect the Company’s judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity. The carrying amount for the Company’s variable-rate debt approximates fair value given that the interest rate is variable and adjusts with current market rates for instruments with similar risks and maturities. ​ 6. Commitments and Contingencies Litigation From time to time, the Company may be a party to certain legal proceedings incidental to the normal course of the Company’s business. While the outcome of legal proceedings cannot be predicted with certainty, the Company is not currently a party to any pending or threatened legal proceedings that we believe could have a material adverse effect on the Company’s business or financial condition. 18 Table of Contents Operating Leases The Company leases land or buildings at certain properties from third parties, which are recorded in Operating lease right-of-use assets, net, and Operating lease obligations on the Consolidated Balance Sheets. See Note 9 – Leases for additional information. 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. ​ ​ 7. Income Taxes 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 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. ​ 8. Revenues Revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services. The following presents the Company’s revenues disaggregated by revenue source: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ ​ in thousands ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Revenues from contracts with customers ​ ​ ​ ​ ​ Recognized at a point in time or over time ​ ​ ​ ​ ​ Hospitality revenue ​ $ 5,108 ​ $ 7,735 ​ Entertainment revenue ​ ​ 4,498 ​ ​ 4,209 ​ Other revenue ​ 349 ​ ​ 336 ​ Total ​ 9,955 ​ 12,280 ​ ​ ​ ​ ​ ​ ​ ​ ​ Rental and lease-related revenues ​ ​ ​ ​ ​ Rental revenue ​ 2,782 ​ ​ 3,789 ​ Total revenues ​ $ 12,737 ​ $ 16,069 ​ ​ Contract Assets and Liabilities Contract assets are the Company’s right to consideration in exchange for goods or services that have been transferred to a customer, excluding any amounts presented as a receivable. Contract liabilities are the Company’s obligation to transfer goods or services to a customer for which the Company has received consideration. 19 Table of Contents There were no contract assets for the periods presented. The contract liabilities primarily relate to deferred Aviators and Seaport concert series ticket sales and sponsorship revenues. The beginning and ending balances of contract liabilities and significant activity during the periods presented are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Contract in thousands ​ Liabilities Balance at December 31, 2024 ​ $ 3,940 Consideration earned during the period ​ ( 2,992 ) Consideration received during the period ​ 12,946 Balance at March 31, 2025 ​ $ 13,894 ​ ​ ​ ​ Balance at December 31, 2025 ​ $ 5,378 Consideration earned during the period ​ ( 3,884 ) Consideration received during the period ​ 9,576 Balance at March 31, 2026 ​ $ 11,070 ​ 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 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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Less than 1 ​ ​ ​ ​ ​ ​ 3 years and ​ ​ ​ ​ in thousands ​ year ​ 1-2 years ​ thereafter ​ Total Total remaining unsatisfied performance obligations ​ $ 20,102 ​ $ 8,080 ​ ​ 47,063 ​ $ 75,245 ​ 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 March 31, 2026 and 2025, no customer accounted for 10% or more of the Company’s total revenue. ​ 9. Leases Lessee Arrangements The Company determines whether an arrangement is a lease at inception. Operating leases are included in Operating lease right-of-use assets, net, and Operating lease obligations on the Consolidated Balance Sheets. Right-of-use assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Operating lease right-of-use assets and liabilities are recognized at commencement date based on the present value of future minimum lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company uses an estimate of the incremental borrowing rate based on the information available at the lease commencement date in determining the present value of future lease payments. The Operating lease right-of-use asset also includes any lease payments made, less any lease incentives and initial direct costs incurred. The Company does not have any finance leases. The Company elected the practical expedient to not separate lease components from non-lease components of its lease agreements for all classes of underlying assets. Certain of the Company’s lease agreements include non-lease components such as fixed common area maintenance charges. The Company applies Leases (Topic 842) to the single combined lease component. 20 Table of Contents The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate. The majority of the Company’s leases have remaining lease terms ranging from approximately 10 years to approximately 46 years , excluding extension options. The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised. Leases with an initial term of 12 months or less are not recorded on the balance sheet; the Company recognizes lease expense for these leases on a straight-line basis over the lease term. Certain of the Company’s lease agreements include variable lease payments based on a percentage of income generated through subleases, changes in price indices and market rates, and other costs arising from operating, maintenance, and taxes. The Company’s lease agreements do not contain residual value guarantees or restrictive covenants. The Company leases various buildings and office space constructed on its ground leases to third parties. The Company’s leased assets and liabilities are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ ​ As of December 31, in thousands ​ 2026 ​ 2025 Assets ​ ​ ​ ​ ​ ​ Operating lease right-of-use assets, net ​ $ 44,657 ​ $ 45,102 Liabilities ​ ​ ​ ​ Operating lease obligations ​ $ 56,605 ​ $ 56,527 ​ The components of lease expense are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ March 31, ​ in thousands ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Operating lease cost ​ $ 1,598 ​ $ 1,531 ​ Variable lease cost ​ 153 ​ 68 ​ Total lease cost ​ $ 1,751 ​ $ 1,599 ​ ​ Future minimum lease payments as of March 31, 2026, are as follows: ​ ​ ​ ​ ​ in thousands ​ ​ ​ Operating Leases Remainder of 2026 ​ $ 2,423 2027 ​ ​ 4,388 2028 ​ 4,446 2029 ​ 4,507 2030 ​ 4,570 Thereafter ​ 229,645 Total lease payments ​ 249,979 Less: imputed interest ​ ( 193,374 ) Present value of lease liabilities ​ $ 56,605 ​ Other information related to the Company’s lessee agreements is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Supplemental Unaudited Consolidated Statements of Cash Flows Information ​ Three months ended March 31, ​ in thousands ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Cash paid for amounts included in the measurement of lease liabilities: ​ ​ ​ ​ Operating cash flows on operating leases ​ $ 1,076 ​ $ 1,090 ​ ​ 21 Table of Contents ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ As of March 31, ​ ​ ​ As of March 31, ​ ​ ​ ​ Other Information ​ 2026 ​ 2025 ​ ​ Weighted-average remaining lease term (years) ​ ​ Operating leases 42.5 44.9 Weighted-average discount rate ​ ​ Operating leases 8.2 % 7.8 % ​ Lessor Arrangements The Company receives rental income from the leasing of retail, office, multi-family, and other space under operating leases, as well as certain variable tenant recoveries. Operating leases for our retail, office, and other properties are with a variety of tenants and have a remaining average term of approximately seven years , 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. Multi-family leases generally have a term of 12 months or less. The Company elected the practical expedient to not separate lease components from non-lease components of its lease agreements for all classes of underlying assets. Minimum rent revenues related to operating leases are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, ​ ​ ​ in thousands ​ ​ ​ 2026 ​ ​ ​ 2025 ​ ​ ​ Total minimum rent revenues ​ $ 1,914 ​ $ 3,030 ​ ​ Total future minimum rents associated with operating leases are as follows as of March 31, 2026: ​ ​ ​ ​ ​ ​ ​ ​ ​ Total Minimum in thousands ​ Rent Remainder of 2026 ​ $ 5,931 2027 ​ 8,358 2028 ​ 8,360 2029 ​ 6,284 2030 ​ 6,057 Thereafter ​ 52,217 Total ​ $ 87,207 ​ 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. 10. Equity Earnings Per Share 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. 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 ​ ​ ​ 2026 ​ ​ 2025 ​ ​ ​ Numerator - Basic ​ ​ ​ ​ ​ ​ ​ Net loss ​ $ ( 43,753 ) ​ $ ( 31,538 ) ​ Preferred distributions to noncontrolling interest in subsidiary ​ ​ ( 350 ) ​ ​ ( 350 ) ​ Net loss attributable to common stockholders - basic and diluted ​ $ ( 44,103 ) ​ $ ( 31,888 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ 22 Table of Contents Denominator ​ ​ ​ ​ ​ ​ ​ Weighted average shares outstanding - basic ​ ​ 12,723 ​ ​ 12,694 ​ Effect of dilutive securities ​ ​ — ​ ​ — ​ Weighted average shares outstanding - diluted ​ ​ 12,723 ​ ​ 12,694 ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss per share attributable to common stockholders - basic and diluted ​ $ ( 3.47 ) ​ $ ( 2.51 ) ​ ​ The calculation of diluted earnings per share attributable to common stockholders excluded the following shares that could potentially dilute basic earnings per share in the future because their inclusion would have been antidilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended ​ ​ ​ Three months ended in thousands ​ ​ ​ March 31, 2026 ​ ​ ​ March 31, 2025 Shares issuable upon exercise of restricted stock and restricted stock units ​ ​ ( 25,023 ) ​ ​ 7,592 Shares issuable upon exercise of stock options ​ ​ — ​ ​ — ​ Noncontrolling Interest in Subsidiary ​ On July 31, 2024, a subsidiary of HHH that became our subsidiary in connection with the Separation, issued 10,000 shares of 14.000 % Series A preferred stock, par value $ 0.01 per share, with an aggregate liquidation preference of $ 10.0 million. The Series A Preferred Stock ranks senior to the Company’s interest in our subsidiary with respect to dividend rights and rights upon liquidation, dissolution 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. 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. 11. Segments The Company has three business segments that offer different products and services. The Company’s three segments are managed separately as each requires different operating strategies or management expertise. Our chief operating decision maker (“CODM”) is our Chief Executive Officer. 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. All operations are within the United States. The Company’s reportable segments are as follows: ● 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. 23 Table of Contents Segment operating results are as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Landlord ​ ​ ​ ​ ​ ​ ​ ​ in thousands ​ Hospitality ​ Entertainment ​ Operations ​ Other (1) ​ Total Three months ended March 31, 2026 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 5,119 ​ $ 4,498 ​ $ 5,472 ​ $ ( 2,352 ) ​ $ 12,737 Hospitality costs ​ ( 12,701 ) ​ ​ — ​ ​ — ​ ​ 2,474 ​ ​ ( 10,227 ) Entertainment costs ​ — ​ ​ ( 7,290 ) ​ ​ — ​ ​ 2 ​ ​ ( 7,288 ) Operating costs ​ ​ — ​ ​ — ​ ​ ( 6,985 ) ​ ​ 1 ​ ​ ( 6,984 ) Segment Operating EBITDA ​ $ ( 7,582 ) ​ $ ( 2,792 ) ​ $ ( 1,513 ) ​ $ 125 ​ $ ( 11,762 ) Other income (loss), net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 2,249 ) Equity in earnings (losses) from unconsolidated ventures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 964 ) Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 20,113 ) Interest income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 270 ) Provision for impairment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 339 ) General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 8,056 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 43,753 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 43,753 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three months ended March 31, 2025 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Total revenues ​ $ 7,735 ​ $ 4,209 ​ $ 8,800 ​ $ ( 4,675 ) ​ $ 16,069 Hospitality costs ​ ( 20,428 ) ​ 0 ​ — ​ ​ 4,686 ​ ( 15,742 ) Entertainment costs ​ — ​ ( 7,077 ) ​ — ​ ​ — ​ ( 7,077 ) Operating costs ​ ​ — ​ ​ — ​ ​ ( 8,079 ) ​ ​ — ​ ( 8,079 ) Segment Operating EBITDA ​ $ ( 12,693 ) ​ $ ( 2,868 ) ​ $ 721 ​ $ 11 ​ $ ( 14,829 ) Other income (loss), net ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Equity in earnings (losses) from unconsolidated ventures ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 170 Depreciation and amortization ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 8,091 ) Interest income (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ 994 General and administrative expenses ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 9,782 ) Loss before income taxes ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ( 31,538 ) Income tax benefit (expense) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ — Net loss ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ $ ( 31,538 ) (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: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ March 31, ​ ​ ​ December 31, in thousands ​ 2026 ​ 2025 Hospitality ​ $ 38,093 ​ $ 42,642 Entertainment ​ ​ 114,122 ​ 113,249 Landlord Operations ​ 266,844 ​ 405,813 Total segment assets ​ ​ 419,059 ​ ​ 561,704 Corporate ​ 122,746 ​ 88,418 Total assets ​ $ 541,805 ​ $ 650,122 ​ ​ 12. Related-Party Transactions 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 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. On July 1, 2025, an indirect subsidiary of the 24 Table of Contents 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. ​ 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”). 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 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. Pursuant to the terms of the refinanced loan, we entered into a total return swap with the lender. See Note 4 – Mortgages Payable, Net for additional information. Our obligations under such total return swap are in turn supported by a guaranty provided by a subsidiary of HHH. In consideration of providing such guarantee, the Company entered into an Indemnity Fee Agreement with HHH and 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. 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 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. 13. Subsequent Events 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. ​ ​ 25 Table of Contents