Seaport Entertainment Group Inc.

The Seaport, located on the East River in Lower Manhattan, encompasses several city blocks (inclusive of Historic Cobblestones, Pier 17, and the Tin Building) and totals approximately 480,000 square feet of innovative culinary, entertainment and cultural experiences.

The following tables summarize certain metrics of the Landlord Operations properties in the Seaport as of December 31, 2025:

Landlord Operations · Rentable Square Feet · Leased/Programmed Square Feet · % Leased / Programmed

Entertainment, Retail, Restaurant, Office and Other · 480,346 · 433,297 · 90

Landlord Operations · Rentable Units · Leased Units · % Leased

Multi-family · 21 · 20 · 95

Within our Entertainment segment, we own the Las Vegas Ballpark, a 10,000-person capacity stadium located in downtown Summerlin, Nevada, outside of Las Vegas.

• HHC Riverdeck, LLC Delaware⁴
• HHC Seafood Market Member, LLC Delaware⁴
• HHC Spice, LLC Delaware⁴
• Howard Hughes New York Regional Center, LLC Delaware⁴
• JG NFT, LLC Delaware⁴
• JG Restaurant HoldCo LLC (25% interest) Delaware⁴
• MF Seaport, LLC Delaware⁴
• Marginal Street Development, LLC Delaware⁴
• Pier 17 Bar, LLC Delaware⁴
• Pier 17 F Restaurant, LLC Delaware⁴
• Pier 17 GR Restaurant, LLC Delaware⁴
• Pier 17 HHC Member, LLC Delaware⁴
• Pier 17 Restaurant C101, LLC Delaware⁴
• Pier 17 Seafood Restaurant, LLC Delaware⁴
• SEG BP NYC, LLC Delaware⁴
• SEG Revolver, LLC Delaware⁴
• SEG VOW NYC, LLC Delaware⁴
• SSSLP Pier 17 Restaurant C101, LLC Delaware⁴
• Seaport Development Holdings, LLC Delaware⁴
• Seaport District NYC, Inc. Delaware⁴
• Seaport Emerging Technologies LLC Delaware⁴
• Seaport Entertainment Management, LLC Delaware⁴
• Seaport Entertainment Operations, LLC Delaware⁴
• Seaport Hospitality, LLC Delaware⁴
• Seaport Management Development Company, LLC Delaware⁴
• Seaport Marketing Services, LLC Texas⁴
• Seaport Marketplace Theatre, LLC Maryland⁴
• Seaport Marketplace, LLC Maryland⁴
• Seaport Phase 1 Holdings, LLC Delaware⁴
• South Street Seaport Limited Partnership Maryland⁴
• Summerlin Baseball Club Member, LLC Delaware⁴
• Summerlin Las Vegas Baseball Club, LLC Delaware⁴

• Significant competition could have an adverse effect on our business.
• The concentration of our assets and operations in New York City and Las Vegas exposes our revenues and the value of our assets to adverse changes in local economic conditions.
• Our Seaport assets primarily sit under a long-term ground lease from the City of New York.
• Some of our assets are subject to potential natural or other disasters.
• Climate change, as well as scrutiny of climate change and other environmental or social matters, may adversely affect our business.
• Water and electricity shortages could have an adverse effect on our business, financial condition and results of operations.
• If we are unable to make strategic acquisitions and develop and maintain strategic partnerships, our growth may be adversely affected. Even if we are able to make acquisitions or develop partnerships, we may not realize the expected benefit from such acquisitions and partnerships.
• We are party to numerous joint venture arrangements with strategic partners, and our business strategy may include entering into new joint venture arrangements, as well as expanding relationships with our existing strategic partners. Our joint venture arrangements expose us to risks related to control, conflicts of interest, financial reporting and counterparty risks.
• Several of our assets and our tenants depend on frequent deliveries of food, alcohol and other supplies, which subjects us to risks of shortages, interruptions and price fluctuations for those goods.
• We are exposed to risks related to third-party ticketing platforms and payment processors.
• Cybersecurity risks and incidents, such as a breach of the Company’s privacy or information security systems, or those of our vendors or other third parties, could compromise our information and expose us to liability, which would cause our business and reputation to suffer.
• Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict.
• We are subject to health, safety and security risks in connection with our live entertainment offerings and venue operations.
• Our brand and reputation could be harmed by negative publicity.
• We are subject to risks related to intellectual property.
• Global economic and political instability and conflicts, such as the conflicts in Venezuela, between Russia and Ukraine or in the Middle East, could adversely affect our business, financial condition or results of operations.
• Some of our directors are involved in other businesses including real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us.
• Pershing Square is our largest stockholder and may exert influence over us that may be adverse to our best interests and those of our other stockholders.
• Because real estate is illiquid, we may not be able to sell properties when in our best interest.
• We are exposed to risks associated with the development, redevelopment or construction of our properties, including in connection with our Fashion Show Mall Air Rights.
• Our development projects may subject us to certain liabilities.
• A pandemic, epidemic or health crisis, such as the COVID-19 pandemic could have a material adverse effect on our business, financial performance and condition, operating results and cash flows.
• Our sports assets face intense and wide-ranging competition, which may have a material negative effect on our business, financial condition and results of operations.
• Our business is dependent, in part, on the continued popularity and/or competitive success of the Aviators, which cannot be assured.
• Baseball decisions made by the parent club, especially those concerning player selection and salaries, may have a material negative effect on our business and results of operations.
• The actions of MLB Professional Development Leagues (“MLB PDL”) may have a material negative effect on our business and results of operations.
• Injuries to, and illness of, players on our sports team could hinder our success.
• As of December 31, 2025, we had outstanding indebtedness of approximately $99.6 million, and in the future we may incur additional indebtedness. This indebtedness and changing interest rates could adversely affect our business, prospects, financial condition or results of operations and prevent us from fulfilling our financial obligations.
• The agreements governing our existing indebtedness contain restrictions that may limit our ability to operate our business.
• Inflation has adversely affected us and may continue to adversely affect us by increasing costs beyond what we can recover through price increases.
• We will be unable to develop, redevelop or expand our properties without sufficient capital or financing.
• Some potential losses are not insured.
• We are subject to risks associated with hedging arrangements.
• We are subject to extensive governmental regulation and our failure to comply with these regulations could adversely affect our business, prospects, financial condition or results of operations.
• Changes in local political leadership, ballot initiatives and policy priorities could adversely affect our operations.
• Failure to obtain, maintain or renew required permits and licenses could adversely affect our operations.
• We may be subject to increased compliance costs to comply with new and contemplated government regulations relating to energy standards and climate change.
• Climate resiliency measures in the vicinity of our assets could materially and adversely affect our operations, access, costs, development plans and the value of our assets.
• We may be subject to potential costs to comply with environmental laws.
• Tax increases, changes in tax rules and challenges by tax authorities to our tax positions may adversely affect our financial results.
• Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited.
• Development of properties entails a lengthy, uncertain and costly entitlement process.
• Government regulations and legal challenges may delay the start or completion of the development of our properties, increase our expenses or limit our building or other activities.
• Compliance with the Americans with Disabilities Act may be a significant cost for us.
• We are subject to risks associated with changing public sentiment.
• Risks Related to Our Separation From and Our Relationship with HHH
• Prior to the Spin-Off, we had no history of operating as a separate, publicly traded company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results.
• As a separate, publicly traded company, we may not enjoy the same benefits that we did as a part of HHH.
• Future sales of our common stock, or the perception that such sales may occur, could depress our common stock price.
• Our suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly traded company is insufficient to satisfy their requirements for doing or continuing to do business with them.
• Potential indemnification obligations to HHH pursuant to the Separation Agreement (as defined herein) could materially and adversely affect our business, financial condition, results of operations and cash flows.
• We may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect our business.
• We may have received better terms from unaffiliated third parties than the terms we received in our agreements with HHH.
• We or HHH may fail to perform under the various agreements we executed as part of the separation or we may fail to have necessary systems and services in place when certain of the agreements expire.
• If the Spin-Off failed to qualify as a distribution under Section 355 of the Code, HHH stockholders could incur significant adverse tax consequences, and we could be required to indemnify HHH for certain tax consequences that could be material pursuant to indemnification obligations under the tax matters agreement.
• To comply with the tax matters agreement, we might not be able to engage in certain transactions.
• Risks Related to Our Common Stock
• We cannot be certain that an active trading market for our common stock will be sustained, and the price of our common stock may fluctuate significantly.
• We are an emerging growth company and the information we provide stockholders may be different from information provided by other public companies.
• If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected.
• We do not expect to pay any dividends for the foreseeable future.
• Your percentage ownership in us may be diluted in the future.
• Anti-takeover provisions in our Amended and Restated Certificate of Incorporation, our Bylaws, Delaware law, the Investor Rights Agreement and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
• MLB rules require that any person or group seeking to acquire a controlling interest in us or the Aviators must receive the prior approval of MLB. Such limitations and approval requirements may restrict any change of control or business combination opportunities in which our stockholders might receive a premium for shares of our common stock.
• General Risks
• Loss of key personnel could adversely affect our business and operations.
• Actual or threatened terrorist activity and other acts of violence or civil unrest, or the perception of a heightened threat of such risks, could adversely affect our financial condition and results of operations.
• Weakness or instability in the general economy, our markets or our results of operations could result in future asset impairments, which would increase our reported loss or reduce our reported earnings and net worth.