Seaport Entertainment Group Inc.
For the period ended Dec 31, 2025. Filed Mar 4, 2026.
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FY2025 · Filed Mar 4, 2026
SEG$20.58-1.0%Stored close · as of Nov 9, 2026
Extracted filing text, with the paragraph anchors used by the comparison.
See the whole filing, with its images and exhibitsContents
Exhibit Index
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| ExhibitNo. | | 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) |
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| 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) |
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| 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) |
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| 4.1 | | Description of Seaport Entertainment Group Inc.’s Securities (incorporated by reference to Exhibit 4.1 to the Form 10-K filed by the Company on March 10, 2025) |
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| 4.2 | | 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) |
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| 10.1 | | 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) |
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| 10.2 | | 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) |
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| 10.3 | | 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) |
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| 10.4 | | 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) |
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| 10.5 | | Second Amended and Restated Limited Liability Company Agreement of JG Restaurant Holdco LLC, dated March 1, 2022 (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.6 | | 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) |
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| 10.9 | | Amended and Restated Agreement of Lease, dated June 27, 2013, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.11 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.10 | | First Amendment to Amended and Restated Agreement of Lease, dated January 11, 2017, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.12 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.11 | | Second Amendment to Amended and Restated Agreement of Lease, dated October 3, 2017, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.13 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.12 | | Third Amendment to Amended and Restated Agreement of Lease, dated October 2020, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.14 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.13 | | Fourth Amendment to Amended and Restated Agreement of Lease, dated December 29, 2021, by and between the City of New York (as successor in interest to the South Street Seaport Corporation) and South Street Seaport Limited Partnership (as successor in interest to Seaport Marketplace, Inc.) (incorporated by reference to Exhibit 10.15 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.18 | | Note Purchase Agreement, dated July 20, 2018, by and between Clark County Las Vegas Stadium, LLC and Computershare Trust Company National Association (as Trustee under that certain LVCVA (Las Vegas, NV) Receivables-Backed Pass Through Trust Agreement and Declaration of Trust) (incorporated by reference to Exhibit 10.18 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.19 | | Deed of Trust, Security Agreement, Assignment of Leases and Rents and Fixture Filing Statement, from Clark County Las Vegas Stadium, LLC to First American Title Insurance Company for the benefit of Wells Fargo Trust Company, National Association dated July 20, 2018 (incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.20 | | Note Amendment After Construction Completion, dated February 1, 2021, by and between Clark County Las Vegas Stadium, LLC and Wells Fargo Trust Company, National Association, as Trustee (incorporated by reference to Exhibit 10.22 to the Form 10-K filed by the Company on March 10, 2025) |
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| 10.21 | | 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) |
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| 10.22 | | 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) |
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| 10.23 | | Naming Rights and Marketing Agreement, dated July 20, 2018, by and between Las Vegas Convention and Visitors Authority and Clark County Las Vegas Stadium LLC (incorporated by reference to Exhibit 10.21 to Amendment No. 1 to the Form 10 filed by Seaport Entertainment Group Inc. on June 18, 2024) |
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| 10.24+ | | Amended and Restated Employment Agreement, dated September 4, 2025, by and between the Company and Matthew Partridge (incorporated by reference to Exhibit 10.2 to the Form 8-K filed by the Company on September 10, 2025) |
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| 10.25+ | | Employment Agreement, dated May 1, 2024, by and between Howard Hughes Holdings Inc. and Lucy Fato (incorporated by reference to Exhibit 10.24 to Amendment No. 1 to the Form 10 filed by the Company on June 18, 2024) |
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| 10.26+ | | 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) |
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| 10.27+ | | Employment Agreement, by and between Rebecca Sachs and the Company, dated August 7, 2025 (incorporated by reference to Exhibit 10.4 to the Form 10-Q filed by the Company on November 10, 2025) |
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| 10.28+ | | Employment Agreement by and between Lenah Elaiwat and the Company (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on December 2, 2025) |
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| 10.29+ | | Seaport Entertainment Group Inc. 2024 Equity Incentive Plan (incorporated by reference to Exhibit 10.28 to Amendment No. 4 to the Form 10 filed by the Company on July 19, 2024) |
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| 10.30+ | | 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) |
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| 10.31+ | | 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) |
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| 10.32+ | | 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) |
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| 10.33+ | | Seaport Entertainment Group Inc. Independent Director Compensation Program (incorporated by reference to Exhibit 10.18 to the Form 10-Q filed by the Company on November 7, 2024) |
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| 10.34(+) | | Purchase and Sale Agreement, dated as of August 15, 2025, by and between 250 Seaport District, LLC and 250 Water Street Owner LLC (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed by the Company on November 10, 2025) |
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| 10.35 | | First Amendment to Purchase and Sale Agreement, dated December 15, 2025, by and between 250 Seaport District, LLC and 250 Water Street Owner LLC (incorporated by reference to Exhibit 10.1 to the Form 8-K filed by the Company on December 17, 2025) |
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| 10.36 | | Second Amendment to Purchase and Sale Agreement, dated January 28, 2026, by and between 250 Seaport District, LLC and 250 Water Street Owner LLC |
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| 19.1 | | Seaport Entertainment Group Inc. Insider Trading Compliance Policy and Procedures (incorporated by reference to Exhibit 19.1 to the Form 10-K filed by the Company on March 10, 2025) |
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| 21.1* | | List of Subsidiaries |
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| 23.1* | | Consent of KPMG LLP, independent registered public accounting firm |
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| 23.2* | | Consent of KPMG LLP, independent registered public accounting firm |
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| 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 |
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| 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 |
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| 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 |
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| 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 |
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| 97.1 | | Seaport Entertainment Group Inc. Clawback Policy (incorporated by reference to Exhibit 97.1 to the Form 10-K filed by the Company on March 10, 2025) |
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| 99.1 | | Audited Financial Statements of Fulton Seafood Market, LLC for The Years Ended December 31, 2024 and December 31, 2023 (incorporated by reference to Exhibit 99.1 to the Form 10-K filed by the Company on March 10, 2025) |
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| 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 |
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| 101.SCH* | | XBRL Taxonomy Extension Schema Document |
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| 101.CAL* | | XBRL Taxonomy Extension Calculation Linkbase Document |
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| 101.DEF* | | XBRL Taxonomy Extension Definition Linkbase Document |
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| 101.LAB* | | XBRL Taxonomy Extension Label Linkbase Document |
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| 101.PRE* | | XBRL Taxonomy Extension Presentation Linkbase Document |
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| 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 Annual 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 Annual 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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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.