What changed in this filing

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Item 1. Financial Statements

2026-08-05 compared with 2026-05-06 · 153 added, 102 removed, 515 unchanged (33% of the section changed)

20 unchanged sentences

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

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

Common stock, $ 0.01 par value, 480,000 shares authorized, 12,805 issued and outstanding as of June 30, 2026 and 12,777 issued and outstanding as of December 31, 2025

Additional paid in capital

6 unchanged sentences

Consolidated Statements of Operations

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

in thousands, except per share data

10 unchanged sentences

Total expenses

Loss on assets held for sale

Provision for impairment

1 unchanged sentence

Operating loss

Interest income (expense)

Interest income

Equity in earnings (losses) from unconsolidated ventures

8 unchanged sentences

Consolidated Statements of Cash Flows

Three months ended March 31,

Six months ended June 30,

CASH FLOWS FROM OPERATING ACTIVITIES

4 unchanged sentences

Loss on disposal

Loss on assets held for sale

Impairment charges

41 unchanged sentences

Net income (loss)

Fees in connection with equity issuances

Fees in connection with the Rights Offering

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

2 unchanged sentences

Balance, March 31, 2025

Net income (loss)

Fees in connection with the Rights Offering

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

Preferred distributions to noncontrolling interest in subsidiary

Stock compensation

Balance, June 30, 2025

Balance, December 31, 2025

4 unchanged sentences

Balance, March 31, 2026

Net income (loss)

Preferred distributions to noncontrolling interest in subsidiary

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

Stock compensation

Balance, June 30, 2026

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

10 unchanged sentences

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.

(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.

3 unchanged sentences

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

8 unchanged sentences

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.

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.

20 unchanged sentences

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

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

rental revenue is recognized on a cash basis.

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

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

2 unchanged sentences

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.

As of June 30, 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:

1 unchanged sentence

Straight-line rent receivables

Related party receivables

Sponsorship receivables

Other receivables

Accounts receivable, net (a)

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

(a) As of June 30, 2026 and December 31, 2025, the total reserve balance was $ 1.5 million and $ 0.9 million, respectively.

Accounts receivable, net had opening balances of $ 7.1 million and $ 5.2 million as of January 1, 2026 and 2025, respectively.

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

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Statements of Operations

4 unchanged sentences

Total expense (income) impact

As of March 31, 2026, one customer accounted for greater than 10% of the Company’s accounts receivable, for a total of 15 % of the Company’s accounts receivable, and as of December 31, 2025, two customers accounted for greater than 10% of the Company’s accounts receivable, for a total of 26 % of the Company’s accounts receivable.

As of June 30, 2026, one customer accounted for greater than 10% of the Company’s accounts receivable, for a total of 16 % 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

7 unchanged sentences

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

During the year ended December 31, 2025,

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

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

During the year ended December 31, 2025, the Company recorded a loss on assets held for sale of $ 11.0 million to adjust the carrying value of the asset.

During the three months ended June 30, 2026, the Company recorded an additional estimated loss on assets held for sale of $ 1.4 million for the estimated cost of post-closing obligations required in accordance with the terms of the purchase and sale agreement for 250 Water Street.

Stock-Based Compensation

2 unchanged sentences

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.

Earnings per Share

Basic earnings per share (“EPS”) attributable to the Company’s common stockholders is based upon net 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.

10 unchanged sentences

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.

Assets that have been impaired will in the future have lower depreciation expense.

The impairment will have no impact on cash flow.

During the three and six months ended June 30, 2026, the Company recognized an impairment loss of zero and $ 0.3 million, respectively, within the Consolidated Statement of Operations.

This charge for the six months ended June 30, 2026 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.

59 unchanged sentences

Carrying Value

Share of Earnings (Losses)

Share of Earnings (Losses)/ Distributions

Three Months Ended June 30,

Six Months Ended June 30,

in thousands except percentages

24 unchanged sentences

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

The Company elected the measurement

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

As of December 31, 2025, this warrant

had not been exercised and had a carrying value of zero .

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

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

As of 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.

3 unchanged sentences

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

In February 2026, in connection with the Balloon Museum lease, the Tin Building by Jean-Georges ceased operations and the License Agreement associated with the Tin Building was terminated.

Other Assets and Liabilities

25 unchanged sentences

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.

As of June 30, 2026, land, buildings and equipment, and other collateral with an aggregate net book value of $ 90.2 million have been pledged as collateral for the Company’s debt obligations.

Secured mortgages payable are without recourse to the Company as of June 30, 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 Company’s fixed-rate debt obligation requires semi-annual installments of principal and interest.

As of June 30, 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

June 30, 2026

December 31, 2025

7 unchanged sentences

Secured mortgages payable

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

(a) The Company has one fixed-rate debt obligation as of June 30, 2026 and December 31, 2025.

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

1 unchanged sentence

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.

In February 2026, this debt obligation was paid in full in conjunction with the sale of 250 Water Street.

3 unchanged sentences

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.

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.

1 unchanged sentence

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.

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

June 30, 2026

December 31, 2025

Cash and Restricted cash

Accounts receivable, net (a)

Assets held for sale

Fixed-rate debt (b)

Fixed-rate debt (a)

Variable-rate debt

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

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

(b) Excludes related unamortized financing costs.

(a) 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.

3 unchanged sentences

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.

Treasury obligation interest rates as of June 30, 2026.

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

7 unchanged sentences

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.

Contractual rental expense was $ 1.8 million and $ 1.7 million for the three months ended June 30, 2026 and 2025, respectively, and $ 3.5 million and $ 3.3 million for the six months ended June 30, 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 June 30, 2026 and 2025, respectively, and $ 1.0 million and $ 1.1 million for the six months ended June 30, 2026 and 2025, respectively.

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

The Company generated operating losses in the interim periods presented.

The income tax benefit recognized related to this loss was zero for 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.

The income tax benefit recognized related to this loss was zero for the three and six months ended June 30, 2026 and 2025, after an assessment of the available positive and negative evidence, which causes the Company’s effective tax rate to deviate from the federal statutory rate.

Revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

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

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Revenues from contracts with customers

6 unchanged sentences

Total revenues

During the three months ended June 30, 2026, one customer accounted for 10% of the Company’s total revenue.

No single customer accounted for 10% or more of the Company’s total revenue during the three and six months ended June 30, 2025, or the six months ended June 30, 2026.

Contract Assets and Liabilities

7 unchanged sentences

Consideration received during the period

Balance at March 31, 2025

Balance at June 30, 2025

Balance at December 31, 2025

1 unchanged sentence

Consideration received during the period

Balance at March 31, 2026

Balance at June 30, 2026

Remaining Unsatisfied Performance Obligations

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

These performance obligations primarily relate to the 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.

These performance obligations primarily relate to the 2026 concert series, 2026 baseball season, and 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 June 30, 2026 is $ 66.8 million.

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

1 unchanged sentence

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.

Lessee Arrangements

18 unchanged sentences

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

As of March 31,

As of June 30,

As of December 31,

3 unchanged sentences

Three months ended

Six months ended

Operating lease cost

1 unchanged sentence

Total lease cost

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

Future minimum lease payments as of June 30, 2026, are as follows:

Operating Leases

5 unchanged sentences

Supplemental Unaudited Consolidated Statements of Cash Flows Information

Three months ended March 31,

Six months ended June 30,

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

Operating cash flows on operating leases

As of March 31,

Non-cash transactions:

Adjustment to operating lease obligations (a)

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

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

As of June 30,

Other Information

5 unchanged sentences

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.

Operating leases for our retail, office, and other properties are with a variety of tenants and have a remaining average term of approximately eight 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.

1 unchanged sentence

Minimum rent revenues related to operating leases are as follows:

Three months ended March 31,

Three months ended June 30,

Six months ended June 30,

Total minimum rent revenues

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

Total future minimum rents associated with operating leases are as follows as of June 30, 2026:

Total Minimum

5 unchanged sentences

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,

For the three and six months ended June 30, 2026 and 2025, loss per share attributable to common stockholders is computed as follows:

Three months ended June 30,

Six months ended June 30,

in thousands, except per share data

8 unchanged sentences

Three months ended

March 31, 2026

March 31, 2025

Six months ended

June 30, 2026

Shares issuable upon exercise of restricted stock and restricted stock units

5 unchanged sentences

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.

Upon consolidation, the issued and outstanding preferred share interest is shown as Noncontrolling interest in subsidiary in our Consolidated Balance Sheet as of June 30, 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 and six months ended June 30, 2026 and 2025.

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

All operations are within the United States.

The Company’s three segments are managed separately as each requires different operating strategies or management expertise.

1 unchanged sentence

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.

The CODM uses this information in connection with certain operational decisions, including the approval of annual budgets and capital allocation.

The CODM also uses this information when evaluating and authorizing lease agreements and certain commercial contracts.

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.

2 unchanged sentences

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.

● Hospitality – consists of revenues and costs associated with the 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 revenues and costs associated with 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:

2 unchanged sentences

Entertainment

Three months ended March 31, 2026

Total revenues

Three months ended June 30, 2026

Revenues from external customers

Inter-segment revenues

Total segment revenues

Hospitality costs

2 unchanged sentences

Segment Operating EBITDA

Other income (loss), net

Equity in earnings (losses) from unconsolidated ventures

Depreciation and amortization

Interest income (expense)

Provision for impairment

General and administrative expenses

Loss before income taxes

Income tax benefit (expense)

Three months ended March 31, 2025

Total revenues

Three months ended June 30, 2025

Revenues from external customers

Inter-segment revenues

Total segment revenues

Hospitality costs

2 unchanged sentences

Segment Operating EBITDA

Six months ended June 30, 2026

Revenues from external customers

Inter-segment revenues

Total segment revenues

Hospitality costs

Entertainment costs

Operating costs

Segment Operating EBITDA

Six months ended June 30, 2025

Revenues from external customers

Inter-segment revenues

Total segment revenues

Hospitality costs

Entertainment costs

Operating costs

Segment Operating EBITDA

The following table represents the reconciliation of Segment Operating EBITDA to Net loss in the Consolidated Statement of Operations:

Three months ended June 30,

Six months ended June 30,

Hospitality Operating EBITDA

Entertainment Operating EBITDA

Landlord Operating EBITDA

Other corporate revenues (1)

Other income (loss), net

Loss on assets held for sale

Equity in earnings (losses) from unconsolidated ventures

1 unchanged sentence

Interest income (expense)

Provision for impairment

General and administrative expenses

1 unchanged sentence

Income tax benefit (expense)

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

(1) Ancillary management fees earned by the Company

The following table represents the reconciliation of segment revenue to Total revenues in the Consolidated Statement of Operations:

Three months ended June 30,

Six months ended June 30,

Revenues from external customers

Inter-segment revenues

Elimination of inter-segment revenues

Total revenues

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

7 unchanged sentences

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

Company provided notice to CCMC terminating certain management agreements between CCMC and affiliates of the Company.

On July 1, 2025, an indirect subsidiary of the Company provided notice to CCMC terminating certain management agreements between CCMC and affiliates of the Company.

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

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

The Company’s related-party management fees due to CCMC amounted to zero , during each of the three and six month periods ended June 30, 2026, respectively, and $ 0.4 million and $ 1.5 million during the three and six months ended June 30, 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.

Related party license fees related to the License Agreements with a wholly owned subsidiary of JG for the three and six months ended June 30, 2026 were $ 0.1 million and $ 0.5 million, respectively.

In connection with the Separation, the Company entered into a transition services agreement with HHH that provided for the performance of certain services by HHH for our benefit through 2025.

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

In connection with and prior to the Separation, on July 31, 2024, the variable rate mortgage related to 250 Water Street was refinanced.

3 unchanged sentences

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.

The Company capitalized $ 0.3 million and $ 0.6 million of such fees to Net investment in real estate in the three and six months ended June 30, 2025, respectively.

The Company expensed zero and $ 0.1 million of such fees to interest expense during the three and six months ended June 30, 2026, respectively, as capitalization ceased following debt classification as related to assets held for sale.

In February 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.

The Company earned $ 0.1 million and $ 0.2 million in fees associated with this sub-management agreement for the three and six months ended June 30, 2026, respectively.

Related-party Rental Revenue

1 unchanged sentence

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.

The Consolidated Balance Sheets reflect accounts receivable generated by rental revenue earned by the Company of $ 0.2 million due from the Lawn Club as of June 30, 2026 and $ 0.3 million due from the Lawn Club as of December 31, 2025.

During the three months ended June 30, 2026 and 2025, rental revenue associated with the Lawn Club was $ 0.3 million and $ 0.3 million, respectively.

During the six months ended June 30, 2026 and 2025 rental revenue associated with the Lawn Club was $ 0.5 million and $ 0.5 million, respectively.

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.

As of June 30, 2026 and December 31, 2025, the Consolidated Balance Sheets include a $ 1.2 million and $ 0.6 million receivable, respectively, mainly related to operating expenses to be reimbursed by the Lawn Club venture.

Subsequent Events

1 unchanged sentence

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

What changed 10-Q

Item 1. Financial Statements