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Item 5. Other Information

2025-05-12 compared with 2024-11-07 · 13 added, 42 removed, 25 unchanged (69% of the section changed)

1 unchanged sentence

Rule 10b5-1 Trading Arrangements

During the fiscal quarter ended September 2024, none of our directors or executive officers of the Company 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(a) of Regulation S-K .

During the fiscal quarter ended March 31, 2025, 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.

Separation Agreement, dated July 31, 2024, between the Company and Howard Hughes Holdings Inc.

2 unchanged sentences

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)

Investor Rights Agreement, dated October 17, 2024, by and among 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 hereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on October 18, 2024)

Transition Services Agreement, dated July 31, 2024, between the Company and Howard Hughes Holdings Inc.

(incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on August 1, 2024)

Tax Matters Agreement, dated July 31, 2024, between the Company and Howard Hughes Holdings Inc.

(incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on August 1, 2024)

Employee Matters Agreement, dated July 31, 2024, between the Company and Howard Hughes Holdings Inc.

(incorporated by reference to Exhibit 10.3 to the Form 8-K filed by the Company on August 1, 2024)

Form Indemnification Agreement between the Company and individual directors and officers (incorporated by reference to Exhibit 10.4 to Amendment No.

4 to the Form 10 filed by the Company on July 19, 2024)

Standby Purchase Agreement, dated July 18, 2024, by and among the Company, Howard Hughes Holdings Inc., Pershing Square Holdings, Ltd., Pershing Square, L.P.

and Pershing Square International, Ltd.

(incorporated by reference to Exhibit 10.5 to Amendment No.

4 to the Form 10 filed by the Company on July 19, 2024)

First Amendment to Standby Purchase Agreement, dated July 23, 2024, by and among the Company, Howard Hughes Holdings Inc., Pershing Square Holdings, Ltd., Pershing Square, L.P.

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.

(incorporated by reference to Exhibit 10.29 to Amendment No.

5 to the Form 10 filed by the Company on July 23, 2024)

First Amendment to Second Amended and Restated Limited Liability Company Agreement of JG Restaurant HoldCo LLC, dated July 31, 2024, by and among JG Restaurant HoldCo LLC, Seaport District NYC, Inc., JG TopCo LLC and Jean-Georges Vongerichten (incorporated by reference to Exhibit 10.5 to the Form 8-K filed by the Company on August 1, 2024)

Credit Agreement, dated July 31, 2024, between SEG Revolver, LLC and Howard Hughes Holdings Inc.

(incorporated by reference to Exhibit 10.6 to the Form 8-K filed by the Company on August 1, 2024)

Amendment to Loan Documents Agreement, dated July 31, 2024, by and among the Company, 250 Seaport District LLC, TWL-Bridgeland Holding Company, LLC and Mizuho Capital Markets LLC (incorporated by reference to Exhibit 10.7 to the Form 8-K filed by the Company on August 1, 2024)

Interest and Expenses Guaranty, dated July 31, 2024, by the Company for the benefit of Mizuho Capital Markets LLC (incorporated by reference to Exhibit 10.18 to Amendment No.

1 to the Form S-1 filed by the Company on August 6, 2024)

Omnibus Amendment, dated July 31, 2024, by and between Clark County Las Vegas Stadium, LLC and Computershare Trust Company, National Association (incorporated by reference to Exhibit 10.8 to the Form 8-K filed by the Company on August 1, 2024)

Indemnity and Guaranty Agreement, dated July 31, 2024, by and between the Company and Computershare Trust Company, National Association (incorporated by reference to Exhibit 10.9 to the Form 8-K filed by the Company on August 1, 2024)

Amendment to Employment Agreement, dated August 1, 2024, by and between the Company and Anton Nikodemus (incorporated by reference to Exhibit 10.10 to the Form 8-K filed by the Company on August 1, 2024)

Amendment to Employment Agreement, dated August 1, 2024, by and between the Company and Matthew Partridge (incorporated by reference to Exhibit 10.11 to the Form 8-K filed by the Company on August 1, 2024)

Amendment to Employment Agreement, dated August 1, 2024, by and between the Company and Lucy Fato (incorporated by reference to Exhibit 10.12 to the Form 8-K filed by the Company on August 1, 2024)

Form of Stock Option Agreement under the Seaport Entertainment Group Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.13 to the Form 8-K filed by the Company on August 1, 2024)

Form of Restricted Stock Unit Agreement under the Seaport Entertainment Group Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.14 to the Form 8-K filed by the Company on August 1, 2024)

Seaport Entertainment Group Inc.

Independent Director Compensation Program

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)

Services Agreement, dated January 1, 2025, by and among Seaport Entertainment Management, LLC, Creative Culinary Management Company LLC and, solely for purposes of Section 1.4(x) thereof, the Company (incorporated by reference to Exhibit 10.10 to the Form 10-K filed by the Company on March 10, 2025)

Second Amendment to Loan Documents Agreement, dated January 1, 2025, by and among the Company, 250 Seaport District LLC, TWL-Bridgeland Holding Company, LLC and Mizuho Capital Markets LLC (incorporated by reference to Exhibit 10.18 to the Form 10-K filed by the Company on March 10, 2025)

Form of Performance Vesting Restricted Stock Unit Agreement under the Seaport Entertainment Group Inc.

2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on March 25, 2025)

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

13 unchanged sentences

** 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 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.

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.

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, duly authorized.

November 7, 2024

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.

SEAPORT ENTERTAINMENT GROUP INC.

/s/ Matthew M.

Executive Vice President, Chief Financial Officer,

Treasurer and Interim Acting Chief Accounting Officer

(Principal Financial Officer and Principal Accounting Officer)

Executive Vice President, Chief Financial Officer and

(Principal Financial Officer)

Senior Vice President and Chief Accounting Officer

(Principal Accounting Officer)

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 5. Other Information