Item 5. Other Information
Item 5. Other Information
Rule 10b5-1 Trading Arrangements
During the six months ended June 30, 2026, none of the Company’s directors or executive officers adopted , modified or terminated any contract , instruction or written plan for the purchase or sale of Company securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1 (c) under the Exchange Act or any “ non-Rule 10b5-1 trading arrangement,” as such term is defined in Item 408(c) of Regulation S-K.
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Item 6. Exhibits
Exhibit
No.
Description
2.1
Separation Agreement, dated July 31, 2024, between the Company and Howard Hughes Holdings Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K filed by the Company on August 1, 2024)
3.1
Amended and Restated Certificate of Incorporation of the Company (incorporated by reference to Exhibit 3.1 to the Form 8-K filed by the Company on August 1, 2024)
3.2
Amended and Restated Bylaws of the Company (incorporated by reference to Exhibit 3.2 to the Form 8-K filed by the Company on August 1, 2024)
4.1
Investor Rights Agreement, dated October 17, 2024, by and among the Company, Pershing Square Holdings, Ltd., Pershing Square, L.P. and Pershing Square International, Ltd. and any other parties that may from time to time become parties thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on October 18, 2024)
10.1†
Letter Agreement by and between Lucy Fato and the Company, dated as of June 25, 2026 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on June 29, 2026)
10.2*†(+)
Second Amended and Restated Employment Agreement by and between the Company and Matthew Partridge, dated as of July 29, 2026
10.3*†(+)
Amended and Restated Employment Agreement by and between the Company and Lenah Elaiwat, dated as of July 29, 2026
10.4*†(+)
Amended and Restated Employment Agreement by and between the Company and Rebecca Sachs, dated as of July 29, 2026
10.5
Third Amendment to Purchase and Sale Agreement, dated June 16, 2026, by and between 250 Seaport District, LLC and 250 Water Street Owner LLC
10.6*†
Seaport Entertainment Group Inc. Amended and Restated 2024 Incentive Plan
31.1*
Certification of Chief Executive Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*
Certification of Chief Financial Officer, pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**
Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**
Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*
XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document
101.SCH*
XBRL Taxonomy Extension Schema Document
101.CAL*
XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*
XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB*
XBRL Taxonomy Extension Label Linkbase Document
101.PRE*
XBRL Taxonomy Extension Presentation Linkbase Document
104*
Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)
* Filed herewith.
** Furnished herewith. The certifications attached as Exhibits 32.1 and 32.2 to this Quarterly Report are deemed furnished and not filed with the SEC and are not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.
† Management Contract or Compensatory Plan or Arrangement .
(+) Portions of this exhibit have been redacted in compliance with Regulation S-K Item 601(b)(10). The omitted information is not material and is the type of information that the registrant customarily and actually treats as private and confidential.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto, duly authorized.
Date: August 5, 2026
SEAPORT ENTERTAINMENT GROUP INC.
By:
/s/ Lenah J. Elaiwat
Name:
Lenah J. Elaiwat
Title:
Chief Financial Officer & Treasurer
(Principal Accounting Officer and Principal Financial Officer)
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