of this Current Report, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically inco…

Executive Vice President, General Counsel and Corporate Secretary — Lucy Fato: Ms. Fato ceased to serve as Executive Vice President, General Counsel and Corporate Secretary with no immediate successor named.

of this Current Report, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically inco…

Changes in Registrant's Certifying Accountant. ​ On April 1, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Seaport Entertainment Group Inc. (the “Company”) dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective immediately, and approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year endi…

of this Current Report, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically inco…

Completion of Acquisition or Disposition of Assets. ​ On February 6, 2026, 250 Seaport District, LLC (the “Seller”), a subsidiary of Seaport Entertainment Group Inc. (the “Company”), completed the sale (the “Sale”) of a mixed-use development project located at 250 Water Street (“250 Water Street”) to 250 Water Street Owner LLC (the “Buyer”) for a sale price of $143.0 million. The Buyer is an affiliate of Tavros Holdings LLC, a privately owned real estate investment management and development…

Entry into a Material Definitive Agreement. ​ As previously reported, on August 15, 2025, 250 Seaport District, LLC (the “Seller”), a subsidiary of Seaport Entertainment Group Inc. (the “Company”), entered into a Purchase and Sale Agreement (as amended by that certain First Amendment to Purchase Agreement dated December 15, 2025, the “Agreement”) with 250 Water Street Owner LLC (the “Buyer”) for the sale of a mixed-use development project located at 250 Water Street (“250 Water Street”). The…

Entry into a Material Definitive Agreement. As previously reported, on August 15, 2025, 250 Seaport District, LLC (the “Seller”), a subsidiary of Seaport Entertainment Group Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with 250 Water Street Owner LLC (the “Buyer”) for the sale of a mixed-use development project located at 250 Water Street (“250 Water Street”). The Buyer is an affiliate of Tavros Holdings LLC, a privately owned real estate investment manag…

Chief Financial Officer and Treasurer — Lenah Elaiwat: Ms. Elaiwat was promoted from Interim Chief Financial Officer and Treasurer to a permanent role.

of this Current Report, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically inco…

President and CEO — Anton Nikodemus: Anton Nikodemus ceased to serve as President and CEO, with no immediate cause for disagreement.

Entry into a Material Definitive Agreement. ​ On August 15, 2025, 250 Seaport District, LLC, a subsidiary of Seaport Entertainment Group Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with 250 Water Street Owner LLC (the “Buyer”) for the sale of a mixed-use development project located at 250 Water Street (“250 Water Street”) for a sale price of $150.5 million. The Buyer is an affiliate of Tavros Holdings LLC, a privately owned real estate investment managem…

of this Current Report, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically inco…

Regulation FD Disclosure. ​ Pursuant to the Market Hall Management Agreement, dated as of July 1, 2020 (the “Management Agreement”), by and between the Joint Venture and Creative Culinary Management Company LLC, an indirect wholly owned subsidiary of JG (“CCMC”), CCMC was retained as an independent contractor to manage and operate certain food and beverage businesses in the Tin Building. As a result of Assignors transferring 100% of their interests in the Joint Venture to Assignee, the Manage…

Entry into a Material Definitive Agreement. On June 30, 2025, Seaport Entertainment Operations, LLC (“Assignee”), an indirect subsidiary of Seaport Entertainment Group Inc. (the “Company”), HHC Seafood Market Member, LLC, an indirect subsidiary of the Company (“HHC Seafood”), and VS-Fulton Seafood Market LLC (“VS-Fulton” and together with HHC Seafood, “Assignors”), a wholly owned subsidiary of Jean-Georges Restaurants (“JG”), entered into a Membership Interest Transfer Agreement pursuant to w…

Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. On June 24, 2025, Seaport Entertainment Group Inc. (the “Company”) announced that the New York Stock Exchange (“NYSE”) had approved the transfer of the listing of the Company’s common stock, par value $0.01 per share from the NYSE American LLC (“NYSE American”) to the NYSE. The Company expects that its common stock will cease trading on the NYSE American after market close on June 27, 2025 and…

of this Current Report, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically inco…

The filing describes the grant of performance-vesting restricted stock units to certain named executive officers.

of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated…

Entry Into a Material Definitive Agreement Services Agreement ​ Effective as of January 1, 2025, Seaport Entertainment Management, LLC (“ SEM ”), a wholly owned indirect subsidiary of Seaport Entertainment Group Inc. (the “ Company ”), entered into a Services Agreement (the “ Services Agreement ”) with Creative Culinary Management Company LLC (“ CCMC ”) and the Company. The Company owns a 25% indirect interest in JG Restaurant HoldCo LLC (“ Jean-Georges Restaurants ”). CCMC is a wholly-owned…

of this Current Report, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated…

Entry into a Material Definitive Agreement. On October 17, 2024, Seaport Entertainment Group Inc. (the “Company,” “we” or “our”) entered into an Investor Rights Agreement (the “Investor Rights Agreement”) with Pershing Square Capital Management, L.P., through investment funds advised by it (collectively, “Pershing Square”), in connection with the Company’s previously announced rights offering. The Investor Rights Agreement provides Pershing Square with certain rights, including, under certain…

Other Events. On September 23, 2024, the Company commenced its previously announced $175 million rights offering (the “Rights Offering”) to purchase up to 7,000,000 shares of its common stock. Regular way trading in the rights on NYSE American LLC (“NYSE American”) will begin on September 24, 2024 under the symbol “SEG RT” and continue until the close of trading on NYSE American on October 9, 2024 (or, if the offer is extended, on the business day immediately prior to the extended expiration…

Unregistered Sales of Equity Securities. On July 31, 2024, in connection with the Separation, the Company issued approximately 5,230,359 shares of its common stock to The Howard Research and Development Corporation (“HRD”), a subsidiary of HHH, in consideration for the transfer of certain assets, and approximately 291,525 shares of its common stock to The Howard Hughes Corporation (“HHC”), also a subsidiary of HHH, in consideration for the transfer of certain other assets, in each case after…

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth under