Form 8-K

8-K — Seaport Entertainment Group Inc.

Accession: 0001104659-26-122813

Filed: 2026-11-05

Period: 2026-11-04

CIK: 0002009684

SIC: 7990 (SERVICES-MISCELLANEOUS AMUSEMENT & RECREATION)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — seg-20261104x8k.htm (Primary)

EX-99.1 (seg-ex99d1.htm)

EX-99.2 (seg-ex99d2.htm)

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8-K

8-K (Primary)

Filename: seg-20261104x8k.htm · Sequence: 1

SEAPORT ENTERTAINMENT GROUP INC._November 4, 2026

0002009684false00020096842026-11-042026-11-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 4, 2026

SEAPORT ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in charter)

​

​

​

​

Delaware

001-42113

99-0947924

(State or other jurisdiction

(Commission File Number)

(IRS Employer

of incorporation)

​

Identification No.)

​

​

​

​

199 Water Street, 28th Floor

10038

New York, NY

(Zip code)

(Address of principal executive offices)

​

​

Registrant’s telephone number, including area code: (212) 732-8257

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

​

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

​

Securities registered pursuant to Section 12(b) of the Act:

​

​

​

​

​

​

Title of each class

​ ​ ​

Trading symbol

​ ​ ​

Name of each exchange on which registered

Common stock, par value $0.01 per share

​

SEG

​

NYSE

​

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company  ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

​

Item 2.02Results of Operations and Financial Condition.

On November 4, 2026, Seaport Entertainment Group Inc. (the “Company”) issued an earnings press release and a related supplemental disclosure package relating to the Company’s financial results for the quarter and nine months ended September 30, 2026. Copies of the press release and supplemental disclosure package are furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

The information in Item 2.02 of this Current Report, including Exhibits 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 incorporated by reference therein.

​

Item 7.01Regulation FD Disclosure.

On November 4, 2026, the Company issued an earnings press release and a related supplemental disclosure package relating to the Company’s financial results for the quarter and nine months ended September 30, 2026. Copies of the press release and supplemental disclosure package are furnished as Exhibits 99.1 and 99.2, respectively, and are incorporated by reference herein.

The furnishing of these materials is not intended to constitute a representation that such furnishing is required by Regulation FD or other securities laws, or that the materials include material investor information that is not otherwise publicly available. In addition, the Company does not assume any obligation to update such information in the future.

The information in Item 7.01 of this Current Report, including Exhibits 99.1 and 99.2, is being furnished and shall not be deemed to be “filed” for purposes of Section 18 of 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 or the Exchange Act, unless it is specifically incorporated by reference therein.

​

​

​

Item 9.01Financial Statements and Exhibits.

​

(d)

Exhibits

​

​

​

​

Exhibit No.

​ ​ ​

Description

99.1

​

Earnings Press Release, dated November 4, 2026

99.2

​

Supplemental Disclosure Package

104

​

Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

​

​

​

SIGNATURE

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 hereunto duly authorized.

​

​

​

​

Dated: November 4, 2026

SEAPORT ENTERTAINMENT GROUP INC.

​

​

​

​

By:

/s/ Lenah J. Elaiwat

​

Name:

Lenah J. Elaiwat

​

Title:

Chief Financial Officer & Treasurer

​

EX-99.1

EX-99.1

Filename: seg-ex99d1.htm · Sequence: 2

‌Exhibit 99.1

​

​

SEAPORT ENTERTAINMENT GROUP REPORTS THIRD QUARTER 2026 RESULTS

​

NEW YORK, NY, November 4, 2026 – Seaport Entertainment Group Inc. (NYSE: SEG) (“Seaport Entertainment Group,” “SEG,” “we,” “our," or the “Company”) announced today its operating and financial results for the quarter ended September 30, 2026.

​

“Despite weather-related headwinds in Las Vegas and New York City, we delivered positive operating EBITDA for the second consecutive quarter and a 60% improvement in our third quarter non-GAAP adjusted net loss per share,” said Matt Partridge, President and Chief Executive Officer of Seaport Entertainment Group. “The Balloon Museum at the Tin Building opened to a strong reception, and we anticipate that momentum will only grow as awareness builds. Combined with over 160,000 square feet of new tenants and concepts we’ve signed but not yet opened, we have an exciting pipeline that we expect will drive increased visitation to the Seaport and improve our long-term financial performance.”

Recent Updates

◾ Balloon Museum commenced rent and opened its first permanent U.S. location at the Tin Building in August 2026.

◾ Executed a 10-year lease with Brooklyn DOP, the popular Brooklyn-based pizzeria, to open its flagship Manhattan location in the Seaport.

◾ Completed the sale of 85 South Street, a multifamily residential building in the Seaport, for $8.3 million in September 2026, generating net proceeds of $7.2 million after credits and closing costs.

◾ Hosted Food Network’s New York City Wine & Food Festival throughout the neighborhood, including on The Rooftop at Pier 17, for the second straight year.

◾ Q3 2026 Net Loss Attributable to Common Stockholders improved 74.8% year-over-year to ($8.4) million and, on a per share basis, improved 75.1% year-over-year to ($0.65) per basic and diluted share.

◾ Q3 2026 Non-GAAP Adjusted Net Income (Loss) Attributable to Common Stockholders improved 58.3% year-over-year to ($3.0) million and, on a per share basis, improved 59.6% to ($0.23) per basic and diluted share.

​

Select Year-to-Date 2026 Results

◾ Completed the sale of the 250 Water Street development site for $143.0 million in February 2026, generating net proceeds of approximately $75.0 million after repaying $61.3 million of variable-rate debt and closing costs.

◾ Executed a 5-year lease with Lux Entertainment to open its U.S. flagship of Balloon Museum, the award-winning interactive contemporary art experience, in the Tin Building.

◾ Announced a 10-year management and lease agreement with Brooklyn-based arts, culture, and hospitality company, Public Service, the creative and curatorial team behind Public Records.

◾ Hosted the 50th Annual Macy's 4th of July Fireworks® at the Seaport as part of America's 250th anniversary celebrations.

◾ The Rooftop at Pier 17 named by the 2026 Rolling Stone Audio Awards as the Best Outdoor Music Venue in the country.

◾ Leased or programmed occupancy of the Seaport neighborhood at 90%.

◾ Year-to-date Q3 2026 Net Loss Attributable to Common Stockholders improved 21.2% year-over-year to ($62.9) million and, on a per share basis, improved 21.8% year-over-year to ($4.92) per basic and diluted share.

‌​

◾ Year-to-date Q3 2026 Non-GAAP Adjusted Net Loss Attributable to Common Stockholders improved 43.9% year-over-year to ($20.6) million and, on a per share basis, improved 44.3% to ($1.61) per basic and diluted share.

​

Quarterly Results

The table below provides a summary of the Company’s unaudited consolidated operating and financial results for the three months ended September 30, 2026 and September 30, 2025:

​

​

​

​

For the Three Months Ended

September 30, 2026

​

​

For the Three Months Ended

September 30, 2025

​

​

Variance

to Comparable

Period in Prior Year

Total revenues

$

32,704

​

$

45,050

​

$

(12,346)

(27.4%)

​

​

​

​

​

​

​

​

​

​

Net loss

$

(8,026)

​

$

(32,864)

​

$

24,838

75.6%

Net loss attributable to common stockholders

$

(8,376)

​

$

(33,214)

​

$

24,838

74.8%

Net loss attributable to common stockholders per share

$

(0.65)

​

$

(2.61)

​

$

1.96

75.1%

​

​

​

​

​

​

​

​

​

​

Non-GAAP Adjusted Net Loss Attributable

to Common Stockholders1

$

(3,012)

​

$

(7,218)

​

$

4,206

58.3%

Non-GAAP Adjusted Net Loss Attributable

to Common Stockholders Per Share1

$

(0.23)

​

$

(0.57)

​

$

0.34

59.6%

Note: $ in thousands, except per share data.

1  The Company’s Non-GAAP measures being presented are unaudited. See the “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss Attributable to Common Stockholders” sections in this press release for a discussion and reconciliation of net loss attributable to common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share.

​

Year-to-Date Results

The table below provides a summary of the Company’s unaudited consolidated operating and financial results for the nine months ended September 30, 2026 and September 30, 2025:

​

​

​

​

For the Nine

Months Ended

September 30, 2026

​

​

For the Nine Months Ended

September 30, 2025

​

​

Variance

to Comparable

Period in Prior Year

Total revenues

$

79,731

​

$

100,920

​

$

(21,189)

(21.0%)

​

​

​

​

​

​

​

​

​

​

Net loss

$

(61,887)

​

$

(78,826)

​

$

16,939

21.5%

Net loss attributable to common stockholders

$

(62,937)

​

$

(79,876)

​

$

16,939

21.2%

Net loss attributable to common stockholders per share

$

(4.92)

​

$

(6.29)

​

$

1.37

21.8%

​

​

​

​

​

​

​

​

​

​

Non-GAAP Adjusted Net Loss Attributable

to Common Stockholders1

$

(20,572)

​

$

(36,653)

​

$

16,081

43.9%

Non-GAAP Adjusted Net Loss Attributable

to Common Stockholders Per Share1

$

(1.61)

​

$

(2.89)

​

$

1.28

44.3%

Note: $ in thousands, except per share data.

1  The Company’s Non-GAAP measures being presented are unaudited. See the “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss Attributable to Common Stockholders” sections in this press release for a discussion and reconciliation of net loss attributable to common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share.

​

​

​

‌​

​

Balance Sheet

As of September 30, 2026, the Company had $110.3 million in cash, cash equivalents and restricted cash and $38.1 million of debt outstanding at a fixed interest rate of 4.9%. The Company’s outstanding debt is asset-specific, secured debt, and the maturity date is in 2038.

​

Investor Conference Call and Webcast

The Company will host a conference call to present its third quarter 2026 results on Thursday, November 5, 2026, at 8:30 AM ET.

​

A live audio webcast of the conference call will be available in listen-only mode through the “Investors” section of the Company’s website at www.seaportentertainment.com. Participants are encouraged to log in ten minutes prior to the scheduled start time to register. A replay of the audio webcast will be available on the Company’s website shortly after the conclusion of the call and until November 19, 2026.

​

To dial into the live Telephone Conference Call:

Domestic: 1-877-300-8521

International: 1-412-317-6026

​

Conference Call Playback:

Domestic: 1-844-512-2921

International: 1-412-317-6671

Passcode: 10212130

​

About Seaport Entertainment Group

Seaport Entertainment Group (NYSE: SEG) is a premier entertainment and hospitality company that owns and operates a unique collection of assets positioned at the intersection of entertainment and real estate. Seaport Entertainment Group’s focus is to deliver unparalleled experiences through a combination of restaurant, entertainment, sports, retail and hospitality offerings integrated into one-of-a-kind real estate that redefine entertainment and hospitality. For more information, please visit www.seaportentertainment.com.

​

Safe Harbor and Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to: risks related to macroeconomic conditions; risks related to the impact of tariffs and global trade disruptions on the Company and its tenants, including impacts on inflation, interest rates, supply chains and consumer sentiment and spending; changes in discretionary consumer spending patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability to obtain operating and development capital on favorable terms, or at all; the availability of debt and equity capital; the Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively;

​

​

‌​

the impact of uncertainty around, and disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties and operations in New York City and the Las Vegas area; social, political and economic instability, unrest and other circumstances beyond the Company’s control which could adversely affect the Company’s business operations; adverse changes in laws or regulations governing the Company’s operation, changes in the interpretation thereof, or newly enacted laws or regulations could require changes to the Company’s business practices, adversely impact the Company’s revenues and/or impose additional costs on the Company; extreme weather conditions or climate change that may cause property damage or interrupt business; the impact of water and electricity shortages on the Company’s business; the Company’s ability to successfully identify, acquire, develop, and manage properties on terms that are favorable to it; the contamination of the Company’s properties by hazardous or toxic substances; catastrophic events or geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other acts of violence, or the perception of a heightened threat of such events; losses that are not insured or that exceed the applicable insurance limits; risks related to the disruption or failure of information technology networks and related systems – both the Company’s and those operated and managed by third parties; the Company’s ability to attract and retain key personnel; the Company’s inability to control certain properties due to the joint ownership of such property and inability to successfully attract desirable strategic partners, including joint venture partners; risks related to the concentration of ownership of the Company’s common stock by Pershing Square; risks related to the Company’s separation from, and relationship with, Howard Hughes Holdings Inc. (“Howard Hughes”); and the other factors detailed in the Company’s filings with the SEC. Forward-looking statements speak only as of the date of this press release. The Company is under no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.

​

Non-GAAP Financial Measures

Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share, each of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they provide a meaningful supplement to the Company’s operating performance and period-over-period changes without regard to certain potential distortions or certain non-cash items.

​

Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements. Accordingly, they should not be considered alternatives to net loss as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.

​

To derive Non-GAAP Adjusted Net Loss Attributable to Common Stockholders, GAAP net loss attributable to common stockholders is adjusted to exclude depreciation and amortization, as well as gains and losses from the sale of assets, gains or losses on extinguishment of debt, and provisions for impairment, and these adjustments include the pro rata share of such adjustments of unconsolidated subsidiaries. Additionally, adjustments are made for non-cash revenues and expenses such as straight-line rental revenue and expenses, amortization of above- and below-market lease related intangibles, and non-cash compensation; other non-recurring items such as termination fees, leadership transition costs, corporate restructuring costs, and legal settlements; and certain capitalized items such as capitalized interest. Please see the reconciliation table provided in this press release for

​

​

‌​

a reconciliation of Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share to the most directly comparable GAAP measure of net loss.

​

Availability of Information on SEG’s Website and Social Media Channels

Investors and others should note that SEG routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the SEG Investor Relations website. The Company uses these channels as well as social media channels (e.g., LinkedIn www.linkedin.com/company/new-york-seaportentertainment) as a means of disclosing information about the Company's business to our customers, employees, investors, and the public. While not all of the information that the Company posts to the SEG Investor Relations website or on the Company's social media channels is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in SEG to review the information that it shares through its website and on the Company's social media channels. Users may automatically receive email alerts and other information about the Company when enrolling an email address by visiting "Email Alerts" in the "Resources" section of the SEG Investor Relations website at https://ir.seaportentertainment.com/resources/email-alerts. The contents of these websites are not incorporated by reference into this press release or any report or document SEG files with the SEC, and any references to the websites are intended to be inactive textual references only.

​

Contacts:

Investor Relations:

Seaport Entertainment Group Inc.

T: (212) 732-8257

ir@seaportentertainment.com

​

Media Relations:

media@seaportentertainment.com

​

​

​

‌​

Seaport Entertainment Group Inc.

Consolidated Balance Sheets

(in thousands, except par value amounts)

​

​

​

​

​ ​ ​

(Unaudited)

​ ​ ​

​

​

​

September

30, 2026

​

December

31, 2025

ASSETS

​

​

​

​

Buildings and equipment

​

$

528,327

​

$

537,243

Less: accumulated depreciation

​

(218,615)

​

(225,662)

Land

​

5,318

​

9,497

Net investment in real estate

​

315,030

​

321,078

Assets held for sale

​

​

—

​

​

137,441

Investments in unconsolidated ventures

​

17,372

​

16,676

Cash and cash equivalents

​

105,473

​

77,808

Restricted cash

​

4,839

​

9,586

Accounts receivable, net

​

7,184

​

7,149

Deferred expenses, net

​

11,993

​

3,539

Operating lease right-of-use assets, net

​

43,808

​

45,102

Other assets, net

​

19,034

​

31,743

Total assets

​

$

524,733

​

$

650,122

​

​

​

​

​

​

​

LIABILITIES

​

​

​

​

Mortgages payable, net

​

$

37,352

​

$

38,348

Mortgages payable related to assets held for sale

​

​

—

​

​

61,300

Operating lease obligations

​

56,788

​

56,527

Accounts payable and other liabilities

​

23,889

​

27,540

Total liabilities

​

118,029

​

183,715

​

​

​

​

​

​

​

EQUITY

​

​

​

​

Preferred stock, $0.01 par value, 20,000 shares authorized, none issued or outstanding

​

​

—

​

​

—

Common stock, $0.01 par value, 480,000 shares authorized, 12,837 issued and outstanding as of September 30, 2026, and 12,777 issued and outstanding issued or outstanding as of December 31, 2025

​

​

128

​

​

128

Additional paid in capital

​

​

628,015

​

​

624,781

Accumulated deficit

​

(231,339)

​

(168,402)

Total stockholders' equity

​

396,804

​

456,507

Noncontrolling interest in subsidiary

​

​

9,900

​

​

9,900

Total equity

​

​

406,704

​

​

466,407

Total liabilities and equity

​

$

524,733

​

$

650,122

​

​

​

​

‌​

Seaport Entertainment Group Inc.

Consolidated Statements of Operations

(in thousands, except per share amounts)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

September 30,

​

Nine months ended

September 30,

​

​

​

2026

​

​

2025

​

​

2026

​

​

2025

REVENUES

​

​

​

​

​

​

​

​

​

​

​

​

Hospitality revenue

​

$

7,889

​

$

16,603

​

$

20,017

​

$

39,515

Entertainment revenue

​

19,696

​

22,151

​

43,833

​

46,268

Rental revenue

​

4,272

​

5,614

​

14,107

​

13,635

Other revenue

​

847

​

682

​

1,774

​

1,502

Total revenues

​

32,704

​

45,050

​

79,731

​

100,920

​

​

​

​

​

​

​

​

​

​

​

​

​

EXPENSES

​

​

​

​

​

​

​

​

Hospitality costs

​

7,954

​

19,919

​

25,055

​

53,506

Entertainment costs

​

17,349

​

20,285

​

40,693

​

42,643

Operating costs

​

7,039

​

7,393

​

20,923

​

23,156

General and administrative

​

6,206

​

17,932

​

20,901

​

36,005

Depreciation and amortization

​

4,328

​

6,931

​

31,259

​

21,603

Total expenses

​

42,876

​

72,460

​

138,831

​

176,913

​

​

​

​

​

​

​

​

​

​

​

​

​

OTHER

​

​

​

​

​

​

​

​

Gain (loss) on sale of assets

​

​

1,711

​

​

(3,988)

​

​

277

​

​

(3,988)

Provision for impairment

​

​

—

​

​

—

​

​

(339)

​

​

—

Other income (loss), net

​

(759)

​

(2,500)

​

(3,680)

​

(2,626)

Total other

​

952

​

(6,488)

​

(3,742)

​

(6,614)

Operating loss

​

(9,220)

​

(33,898)

​

(62,842)

​

(82,607)

Interest income (expense)

​

423

​

(128)

​

842

​

1,667

Equity in earnings (losses) from unconsolidated ventures

​

771

​

1,162

​

113

​

2,114

Loss before income taxes

​

(8,026)

​

(32,864)

​

(61,887)

​

(78,826)

Income tax expense (benefit)

​

—

​

—

​

—

​

—

Net loss

​

​

(8,026)

​

​

(32,864)

​

​

(61,887)

​

​

(78,826)

Preferred distributions to noncontrolling interest in subsidiary

​

​

(350)

​

​

(350)

​

​

(1,050)

​

​

(1,050)

Net loss attributable to common stockholders

​

$

(8,376)

​

$

(33,214)

​

$

(62,937)

​

$

(79,876)

​

​

​

​

​

​

​

​

​

​

​

​

​

Total weighted average shares

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

12,821

​

​

12,720

​

​

12,802

​

​

12,704

Diluted

​

​

12,821

​

​

12,720

​

​

12,802

​

​

12,704

​

​

​

​

​

​

​

​

​

​

​

​

​

Net loss per share attributable to common stockholders

​

​

​

​

​

​

​

​

​

Basic

​

$

(0.65)

​

$

(2.61)

​

$

(4.92)

​

$

(6.29)

Diluted

​

$

(0.65)

​

$

(2.61)

​

$

(4.92)

​

$

(6.29)

​

​

​

​

‌​

Seaport Entertainment Group Inc.

Reconciliation of Net Loss to Non-GAAP Adjusted

Net Loss Attributable to Common Stockholders

(in thousands, except per share amounts)

(Unaudited)

​

​

​

​

​

​

​

​

​

​

​

​

Three months ended

September 30,

​

Nine months ended

September 30,

​

​

​

2026

​

​

2025

​

​

2026

​

​

2025

Net loss

​

$

(8,026)

​

$

(32,864)

​

$

(61,887)

​

$

(78,826)

Preferred distributions to noncontrolling interest in subsidiary

​

​

(350)

​

​

(350)

​

​

(1,050)

​

​

(1,050)

Net loss attributable to common stockholders

​

​

(8,376)

​

​

(33,214)

​

​

(62,937)

​

​

(79,876)

Adjustments:

​

​

​

​

​

​

​

​

​

​

​

​

Depreciation and amortization

​

4,706

​

7,212

​

​

32,323

​

​

22,913

Provision for impairment

​

​

—

​

​

—

​

​

339

​

​

—

Lease termination fee income1

​

—

​

(1,000)

​

​

(2,660)

​

​

(1,190)

Non-cash compensation

​

1,424

​

​

1,663

​

​

4,052

​

​

5,438

Leadership transition costs

​

18

​

​

11,495

​

​

1,213

​

​

12,233

Straight line rent, net

​

168

​

​

983

​

​

2,249

​

​

1,408

Capitalized interest

​

​

—

​

​

(845)

​

​

—

​

​

(4,193)

Restructuring costs

​

​

151

​

​

—

​

​

3,861

​

​

—

(Gain) loss on sale of assets

​

​

(1,711)

​

​

3,988

​

​

(277)

​

​

3,988

Other (income) loss

​

608

​

​

2,500

​

​

1,265

​

​

2,626

Non-GAAP adjusted net loss attributable to common stockholders

​

$

(3,012)

​

$

(7,218)

​

$

(20,572)

​

$

(36,653)

​

​

​

​

​

​

​

​

​

​

​

​

​

Total weighted average shares

​

​

​

​

​

​

​

​

​

​

​

​

Basic

​

​

12,821

​

​

12,720

​

​

12,802

​

​

12,704

Diluted

​

​

12,821

​

​

12,720

​

​

12,802

​

​

12,704

​

​

​

​

​

​

​

​

​

​

​

​

​

Non-GAAP adjusted net loss attributable to common stockholders per share

Basic

​

$

(0.23)

​

$

(0.57)

​

$

(1.61)

​

$

(2.89)

Diluted

​

$

(0.23)

​

$

(0.57)

​

$

(1.61)

​

$

(2.89)

1. As previously disclosed, during the quarter ended June 30, 2025, Nike exercised an early termination right related to its office space at Pier 17. Under the terms of the early termination right within the lease, the Company received one-half of the contractual termination payment during the quarter ended June 30, 2025, with the remaining balance originally due at the end of the revised lease term in February 2027. On April 28, 2026, the Company and Nike entered into a lease termination agreement accelerating the end of the lease term to April 30, 2026. In connection with that lease termination agreement, Nike paid the Company (i) the remaining balance of the contractual termination payment (the “Termination Payment Balance”), and (ii) a separately negotiated payment of $1.7 million representing a discounted amount of rent that Nike otherwise would have owed through February 2027 (the “Discounted Rent Payment”). Lease termination fee income for the nine months ended September 30, 2026 includes the Termination Payment Balance but does not include the Discounted Rent Payment.

​

​

EX-99.2

EX-99.2

Filename: seg-ex99d2.htm · Sequence: 3

Exhibit 99.2

Q3 2026

SUPPLEMENTAL

T

ble of

2

Q3 2026 Earnings Release p. 3

Capitalization p. 11

Debt Summary p. 12

Capital Investments p. 13

Portfolio Summary p. 14

Seaport NYC Detail p. 15

Seaport NYC Leasing or Programming Activity p. 16

2026 Statement of Operations p. 17

2025 Statement of Operations p. 18

Statement of Operations YoY Change p. 19

Q3 2026 Segment Operating EBITDA p. 20

Q3 2025 Segment Operating EBITDA p. 21

Q3 Segment Operating EBITDA YoY Change p. 22

Asset

-Based Value Components p. 23

Contact Information p. 24

Safe Harbor and Key Terms and References p. 25

Exhibit 99.1

SEAPORT ENTERTAINMENT GROUP REPORTS THIRD QUARTER 2026 RESULTS

NEW YORK, NY, November 4, 2026 – Seaport Entertainment Group Inc. (NYSE: SEG) (“Seaport Entertainment

Group,” “SEG,” “we,” “our," or the “Company”) announced today its operating and financial results for the quarter

ended September 30, 2026.

“Despite weather-related headwinds in Las Vegas and New York City, we delivered positive operating EBITDA for

the second consecutive quarter and a 60% improvement in our third quarter non-GAAP adjusted net loss per

share,” said Matt Partridge, President and Chief Executive Officer of Seaport Entertainment Group. “The

Balloon Museum at the Tin Building opened to a strong reception, and we anticipate that momentum will only grow

as awareness builds. Combined with over 160,000 square feet of new tenants and concepts we’ve signed but not

yet opened, we have an exciting pipeline that we expect will drive increased visitation to the Seaport and improve

our long-term financial performance.”

Recent Updates

▪ Balloon Museum commenced rent and opened its first permanent U.S. location at the Tin Building in

August 2026.

▪ Executed a 10-year lease with Brooklyn DOP, the popular Brooklyn-based pizzeria, to open its flagship

Manhattan location in the Seaport.

▪ Completed the sale of 85 South Street, a multifamily residential building in the Seaport, for $8.3 million in

September 2026, generating net proceeds of $7.2 million after credits and closing costs.

▪ Hosted Food Network’s New York City Wine & Food Festival throughout the neighborhood, including on

The Rooftop at Pier 17, for the second straight year.

▪ Q3 2026 Net Loss Attributable to Common Stockholders improved 74.8% year-over-year to ($8.4) million

and, on a per share basis, improved 75.1% year-over-year to ($0.65) per basic and diluted share.

▪ Q3 2026 Non-GAAP Adjusted Net Income (Loss) Attributable to Common Stockholders improved 58.3%

year-over-year to ($3.0) million and, on a per share basis, improved 59.6% to ($0.23) per basic and diluted

share.

Select Year-to-Date 2026 Results

▪ Completed the sale of the 250 Water Street development site for $143.0 million in February 2026,

generating net proceeds of approximately $75.0 million after repaying $61.3 million of variable-rate debt

and closing costs.

▪ Executed a 5-year lease with Lux Entertainment to open its U.S. flagship of Balloon Museum, the award-winning interactive contemporary art experience, in the Tin Building.

▪ Announced a 10-year management and lease agreement with Brooklyn-based arts, culture, and hospitality

company, Public Service, the creative and curatorial team behind Public Records.

▪ Hosted the 50th Annual Macy's 4th of July Fireworks® at the Seaport as part of America's 250th anniversary

celebrations.

▪ The Rooftop at Pier 17 named by the 2026 Rolling Stone Audio Awards as the Best Outdoor Music Venue in

the country.

▪ Leased or programmed occupancy of the Seaport neighborhood at 90%.

▪ Year-to-date Q3 2026 Net Loss Attributable to Common Stockholders improved 21.2% year-over-year to

($62.9) million and, on a per share basis, improved 21.8% year-over-year to ($4.92) per basic and diluted

share.

▪ Year-to-date Q3 2026 Non-GAAP Adjusted Net Loss Attributable to Common Stockholders improved

43.9% year-over-year to ($20.6) million and, on a per share basis, improved 44.3% to ($1.61) per basic and

diluted share.

Quarterly Results

The table below provides a summary of the Company’s unaudited consolidated operating and financial results for

the three months ended September 30, 2026 and September 30, 2025:

For the Three

Months Ended

September 30, 2026

For the Three

Months Ended

September 30, 2025

Variance

to Comparable

Period in Prior Year

Total revenues $ 32,704 $ 45,050 $ (12,346) (27.4%)

Net loss $ (8,026) $ (32,864) $ 24,838 75.6%

Net loss attributable to common stockholders $ (8,376) $ (33,214) $ 24,838 74.8%

Net loss attributable to common stockholders per

share

$ (0.65) $ (2.61) $ 1.96 75.1%

Non-GAAP Adjusted Net Loss Attributable

to Common Stockholders1

$ (3,012) $ (7,218) $ 4,206 58.3%

Non-GAAP Adjusted Net Loss Attributable

to Common Stockholders Per Share1

$ (0.23) $ (0.57) $ 0.34 59.6%

Note: $ in thousands, except per share data.

1

The Company’s Non-GAAP measures being presented are unaudited. See the “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss Attributable to Common Stockholders” sections in this press release for a discussion and reconciliation of net loss attributable

to common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP

Adjusted Net Loss Attributable to Common Stockholders Per Share.

Year-to-Date Results

The table below provides a summary of the Company’s unaudited consolidated operating and financial results for

the nine months ended September 30, 2026 and September 30, 2025:

For the Nine

Months Ended

September 30, 2026

For the Nine

Months Ended

September 30, 2025

Variance

to Comparable

Period in Prior Year

Total revenues $ 79,731 $ 100,920 $ (21,189) (21.0%)

Net loss $ (61,887) $ (78,826) $ 16,939 21.5%

Net loss attributable to common stockholders $ (62,937) $ (79,876) $ 16,939 21.2%

Net loss attributable to common stockholders per

share

$ (4.92) $ (6.29) $ 1.37 21.8%

Non-GAAP Adjusted Net Loss Attributable

to Common Stockholders1

$ (20,572) $ (36,653) $ 16,081 43.9%

Non-GAAP Adjusted Net Loss Attributable

to Common Stockholders Per Share1

$ (1.61) $ (2.89) $ 1.28 44.3%

Note: $ in thousands, except per share data.

1

The Company’s Non-GAAP measures being presented are unaudited. See the “Non-GAAP Financial Measures” and “Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss Attributable to Common Stockholders” sections in this press release for a discussion and reconciliation of net loss attributable

to common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP

Adjusted Net Loss Attributable to Common Stockholders Per Share.

Balance Sheet

As of September 30, 2026, the Company had $110.3 million in cash, cash equivalents and restricted cash and

$38.1 million of debt outstanding at a fixed interest rate of 4.9%. The Company’s outstanding debt is asset-specific,

secured debt, and the maturity date is in 2038.

Investor Conference Call and Webcast

The Company will host a conference call to present its third quarter 2026 results on Thursday, November 5, 2026,

at 8:30 AM ET.

A live audio webcast of the conference call will be available in listen-only mode through the “Investors” section of

the Company’s website at www.seaportentertainment.com. Participants are encouraged to log in ten minutes

prior to the scheduled start time to register. A replay of the audio webcast will be available on the Company’s

website shortly after the conclusion of the call and until November 19, 2026.

To dial into the live Telephone Conference Call:

Domestic: 1-877-300-8521

International: 1-412-317-6026

Conference Call Playback:

Domestic: 1-844-512-2921

International: 1-412-317-6671

Passcode: 10212130

About Seaport Entertainment Group

Seaport Entertainment Group (NYSE: SEG) is a premier entertainment and hospitality company that owns and

operates a unique collection of assets positioned at the intersection of entertainment and real estate. Seaport

Entertainment Group’s focus is to deliver unparalleled experiences through a combination of restaurant,

entertainment, sports, retail and hospitality offerings integrated into one-of-a-kind real estate that redefine

entertainment and hospitality. For more information, please visit www.seaportentertainment.com.

Safe Harbor and Forward-Looking Statements

This press release includes forward-looking statements within the meaning of the federal securities laws. Such

forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals,

objectives, outlook, expectations, and intentions. Forward-looking statements are based on the Company’s

current expectations and involve risks and uncertainties that could cause actual results to differ materially from

those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results

to differ materially from current expectations include, but are not limited to: risks related to macroeconomic

conditions; risks related to the impact of tariffs and global trade disruptions on the Company and its tenants,

including impacts on inflation, interest rates, supply chains and consumer sentiment and spending; changes in

discretionary consumer spending patterns or consumer tastes or preferences; risks associated with the

Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability to obtain

operating and development capital on favorable terms, or at all; the availability of debt and equity capital; the

Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively;

the impact of uncertainty around, and disruptions to, the Company’s supply chain; risks related to the

concentration of the Company’s properties and operations in New York City and the Las Vegas area; social,

political and economic instability, unrest and other circumstances beyond the Company’s control which could

adversely affect the Company’s business operations; adverse changes in laws or regulations governing the

Company’s operation, changes in the interpretation thereof, or newly enacted laws or regulations could require

changes to the Company’s business practices, adversely impact the Company’s revenues and/or impose

additional costs on the Company; extreme weather conditions or climate change that may cause property damage

or interrupt business; the impact of water and electricity shortages on the Company’s business; the Company’s

ability to successfully identify, acquire, develop, and manage properties on terms that are favorable to it; the

contamination of the Company’s properties by hazardous or toxic substances; catastrophic events or geopolitical

conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other acts of

violence, or the perception of a heightened threat of such events; losses that are not insured or that exceed the

applicable insurance limits; risks related to the disruption or failure of information technology networks and

related systems – both the Company’s and those operated and managed by third parties; the Company’s ability to

attract and retain key personnel; the Company’s inability to control certain properties due to the joint ownership

of such property and inability to successfully attract desirable strategic partners, including joint venture partners;

risks related to the concentration of ownership of the Company’s common stock by Pershing Square; risks related

to the Company’s separation from, and relationship with, Howard Hughes Holdings Inc. (“Howard Hughes”); and

the other factors detailed in the Company’s filings with the SEC. Forward-looking statements speak only as of the

date of this press release. The Company is under no obligation to publicly update or revise any forward-looking

statements, whether as a result of new information, future events or otherwise, except as required by applicable

law.

Non-GAAP Financial Measures

Our reported results are presented in accordance with accounting principles generally accepted in the United

States of America (“GAAP”). We also disclose Non-GAAP Adjusted Net Loss Attributable to Common Stockholders

and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share, each of which are non-GAAP

financial measures. We believe these non-GAAP financial measures are useful to investors because they provide

a meaningful supplement to the Company’s operating performance and period-over-period changes without

regard to certain potential distortions or certain non-cash items.

Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss

Attributable to Common Stockholders Per Share do not represent cash generated from operating activities and are

not necessarily indicative of cash available to fund cash requirements. Accordingly, they should not be considered

alternatives to net loss as a performance measure or cash flows from operating activities as reported on our

statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP

financial measures.

To derive Non-GAAP Adjusted Net Loss Attributable to Common Stockholders, GAAP net loss attributable to

common stockholders is adjusted to exclude depreciation and amortization, as well as gains and losses from the

sale of assets, gains or losses on extinguishment of debt, and provisions for impairment, and these adjustments

include the pro rata share of such adjustments of unconsolidated subsidiaries. Additionally, adjustments are

made for non-cash revenues and expenses such as straight-line rental revenue and expenses, amortization of

above- and below-market lease related intangibles, and non-cash compensation; other non-recurring items such

as termination fees, leadership transition costs, corporate restructuring costs, and legal settlements; and certain

capitalized items such as capitalized interest. Please see the reconciliation table provided in this press release for

a reconciliation of Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted

Net Loss Attributable to Common Stockholders Per Share to the most directly comparable GAAP measure of net

loss.

Availability of Information on SEG’s Website and Social Media Channels

Investors and others should note that SEG routinely announces material information to investors and the

marketplace using SEC filings, press releases, public conference calls, webcasts and the SEG Investor Relations

website. The Company uses these channels as well as social media channels (e.g., LinkedIn

www.linkedin.com/company/new-york-seaportentertainment) as a means of disclosing information about the

Company's business to our customers, employees, investors, and the public. While not all of the information that

the Company posts to the SEG Investor Relations website or on the Company's social media channels is of a

material nature, some information could be deemed to be material. Accordingly, the Company encourages

investors, the media, and others interested in SEG to review the information that it shares through its website and

on the Company's social media channels. Users may automatically receive email alerts and other information

about the Company when enrolling an email address by visiting "Email Alerts" in the "Resources" section of the

SEG Investor Relations website at https://ir.seaportentertainment.com/resources/email-alerts. The contents of

these websites are not incorporated by reference into this press release or any report or document SEG files with

the SEC, and any references to the websites are intended to be inactive textual references only.

Contacts:

Investor Relations:

Seaport Entertainment Group Inc.

T: (212) 732-8257

ir@seaportentertainment.com

Media Relations:

media@seaportentertainment.com

Seaport Entertainment Group Inc.

Consolidated Balance Sheets

(in thousands, except par value amounts)

(Unaudited)

September

30, 2026

December

31, 2025

ASSETS

Buildings and equipment $ 528,327 $ 537,243

Less: accumulated depreciation (218,615) (225,662)

Land 5,318 9,497

Net investment in real estate 315,030 321,078

Assets held for sale — 137,441

Investments in unconsolidated ventures 17,372 16,676

Cash and cash equivalents 105,473 77,808

Restricted cash 4,839 9,586

Accounts receivable, net 7,184 7,149

Deferred expenses, net 11,993 3,539

Operating lease right-of-use assets, net 43,808 45,102

Other assets, net 19,034 31,743

Total assets $ 524,733 $ 650,122

LIABILITIES

Mortgages payable, net $ 37,352 $ 38,348

Mortgages payable related to assets held for sale — 61,300

Operating lease obligations 56,788 56,527

Accounts payable and other liabilities 23,889 27,540

Total liabilities 118,029 183,715

EQUITY

Preferred stock, $0.01 par value, 20,000 shares authorized, none issued or outstanding — —

Common stock, $0.01 par value, 480,000 shares authorized, 12,837 issued and outstanding as of

September 30, 2026, and 12,777 issued and outstanding issued or outstanding as of December

31, 2025

128 128

Additional paid in capital 628,015 624,781

Accumulated deficit (231,339) (168,402)

Total stockholders' equity 396,804 456,507

Noncontrolling interest in subsidiary 9,900 9,900

Total equity 406,704 466,407

Total liabilities and equity $ 524,733 $ 650,122

Seaport Entertainment Group Inc.

Consolidated Statements of Operations

(in thousands, except per share amounts)

(Unaudited)

Three months ended

September 30,

Nine months ended

September 30,

2026 2025 2026 2025

REVENUES

Hospitality revenue $ 7,889 $ 16,603 $ 20,017 $ 39,515

Entertainment revenue 19,696 22,151 43,833 46,268

Rental revenue 4,272 5,614 14,107 13,635

Other revenue 847 682 1,774 1,502

Total revenues 32,704 45,050 79,731 100,920

EXPENSES

Hospitality costs 7,954 19,919 25,055 53,506

Entertainment costs 17,349 20,285 40,693 42,643

Operating costs 7,039 7,393 20,923 23,156

General and administrative 6,206 17,932 20,901 36,005

Depreciation and amortization 4,328 6,931 31,259 21,603

Total expenses 42,876 72,460 138,831 176,913

OTHER

Gain (loss) on sale of assets 1,711 (3,988) 277 (3,988)

Provision for impairment — — (339) —

Other income (loss), net (759) (2,500) (3,680) (2,626)

Total other 952 (6,488) (3,742) (6,614)

Operating loss (9,220) (33,898) (62,842) (82,607)

Interest income (expense) 423 (128) 842 1,667

Equity in earnings (losses) from unconsolidated ventures 771 1,162 113 2,114

Loss before income taxes (8,026) (32,864) (61,887) (78,826)

Income tax expense (benefit) — — — —

Net loss (8,026) (32,864) (61,887) (78,826)

Preferred distributions to noncontrolling interest in subsidiary (350) (350) (1,050) (1,050)

Net loss attributable to common stockholders $ (8,376) $ (33,214) $ (62,937) $ (79,876)

Total weighted average shares

Basic 12,821 12,720 12,802 12,704

Diluted 12,821 12,720 12,802 12,704

Net loss per share attributable to common stockholders

Basic $ (0.65) $ (2.61) $ (4.92) $ (6.29)

Diluted $ (0.65) $ (2.61) $ (4.92) $ (6.29)

Seaport Entertainment Group Inc.

Reconciliation of Net Loss to Non-GAAP Adjusted

Net Loss Attributable to Common Stockholders

(in thousands, except per share amounts)

(Unaudited)

Three months ended

September 30,

Nine months ended

September 30,

2026 2025 2026 2025

Net loss $ (8,026) $ (32,864) $ (61,887) $ (78,826)

Preferred distributions to noncontrolling interest in subsidiary (350) (350) (1,050) (1,050)

Net loss attributable to common stockholders (8,376) (33,214) (62,937) (79,876)

Adjustments:

Depreciation and amortization 4,706 7,212 32,323 22,913

Provision for impairment — — 339 —

Lease termination fee income1 — (1,000) (2,660) (1,190)

Non-cash compensation 1,424 1,663 4,052 5,438

Leadership transition costs 18 11,495 1,213 12,233

Straight line rent, net 168 983 2,249 1,408

Capitalized interest — (845) — (4,193)

Restructuring costs 151 — 3,861 —

(Gain) loss on sale of assets (1,711) 3,988 (277) 3,988

Other (income) loss 608 2,500 1,265 2,626

Non-GAAP adjusted net loss attributable to common stockholders $ (3,012) $ (7,218) $ (20,572) $ (36,653)

Total weighted average shares

Basic 12,821 12,720 12,802 12,704

Diluted 12,821 12,720 12,802 12,704

Non-GAAP adjusted net loss attributable to common stockholders per share

Basic $ (0.23) $ (0.57) $ (1.61) $ (2.89)

Diluted $ (0.23) $ (0.57) $ (1.61) $ (2.89)

1. As previously disclosed, during the quarter ended June 30, 2025, Nike exercised an early termination right related to its office space at Pier 17. Under the terms

of the early termination right within the lease, the Company received one-half of the contractual termination payment during the quarter ended June 30, 2025,

with the remaining balance originally due at the end of the revised lease term in February 2027. On April 28, 2026, the Company and Nike entered into a lease

termination agreement accelerating the end of the lease term to April 30, 2026. In connection with that lease termination agreement, Nike paid the Company (i)

the remaining balance of the contractual termination payment (the “Termination Payment Balance”), and (ii) a separately negotiated payment of $1.7 million

representing a discounted amount of rent that Nike otherwise would have owed through February 2027 (the “Discounted Rent Payment”). Lease termination fee

income for the nine months ended September 30, 2026 includes the Termination Payment Balance but does not include the Discounted Rent Payment.

Common stock outstanding 12,837

Period ending common stock price $22.89

Common equity market capitalization $293,839

Series A Preferred Equity outstanding 10

Per share liquidation preference of Series A Preferred Equity $1,000.00

Liquidation preference of Series A Preferred Equity outstanding $10,000

Total debt outstanding $38,054

Total capitalization $341,893

Cash, restricted cash, and cash equivalents $110,313

Total enterprise value $231,580

Capita

11

Notes: As of September 30, 2026. $ and shares outstanding in

thousands, except per share data.

Debt

12

Debt Otstandig ac

Las Vegas Ballpark loan $38,054 December 2038 4.9% Fixed

Fixe Rt

Fixed rate debt $38,054

Leverag

Face value of debt outstanding $38,054

Cash, restricted cash, and cash equivalents (110,313)

Net debt ($72,259)

Total capitalization $341,893

Cash, restricted cash, and cash equivalents to total capitalization 32.3%

Notes: As of September 30, 2026. $ in thousands.

Cap

13

Investment in Previously Occupied Space Q1 2026 Q2

Capital expenditures $43 $6,574 $6,191 $12,808

Tenant improvement allowance − − − −

Leasing commissions − 323 1,200 1,523

Total $43 $6,897 $7,391 $14,331

Investment in Inherited Vacancy Q1 2026 Q2 2026

Capital expenditures $5,358 $7,112 $7,248 $19,718

Tenant improvement allowance − − − −

Leasing commissions − 503 614 1,117

Total $5,358 $7,615 $7,862 $20,835

Other apital Investments Q1 2026 Q2 2026 Q

Property improvement/repositioning costs $106 $37 $14 $157

Maintenance capital investments 592 1,072 482 2,146

Leasing commissions − − − −

Total $698 $1,109 $496 $2,303

Total Capital investments Q1 2026 Q2 2026 Q3

Capital expenditures $6,099 $14,795 $13,935 $34,829

Tenant improvement allowance − − − −

Leasing commissions − 826 1,814 2,640

Total $6,099 $15,621 $15,749 $37,469

Note: $ in thousands. Any differences a result of rounding.

Portfolio S

14

Note: As of September 30, 2026.

1 Seaport Neighborhood includes the following buildings: Pier 17, Fulton Market Building, Schermerhorn Row, One Seaport Plaza, Museum Block, Translux, 117 Beekman, John Street Service

Building, and the Tin Building. The sale of 85 South Street, an eight-story residential building including 21 multifamily units and 5,500 square feet of ancillary leasable space in the Seaport

Neighborhood, was completed in September 2026 for $8.25 million.

2 Rentable square feet is calculated using the REBNY standard of measurement and subject to change based on revised use of the usable space.

USE Ty

Rentab

Capacity/O

Seaport Neighborhood1 Mixe

Music Venue

448,000 Rentable Square Feet2

3,500-Person Capacity Concert Venue

Las Vegas Ballpark Baseball Stadium 10,000-Person Capac

Las Vegas Aviators Triple-A MiLB Team 100%

Jean-Georges Restaurants Restaurant Gr

Lawn club Hospitality/Entertainment Venue 50% Owne

Fashion Show Mall Air Rights Development Rights Ownership Interest in

NY

Seaport

15

A

Not

Tenants/Con

RENTABL

Squa

Rema

v

In

O

Leased/Pro

O

One Seaport Plaza Vacant Mixed-Use 24,460 24,460 − % − %

Schermerhorn Row McNally Jackson, Fulton Stall Market, HIIT

the Deck Boxing, Cork, Funny Face

Bakery, Brooklyn DOP (Future Opening),

Mure + Grand

Mixed-Use 28,743 9,525 60% 67%

Translux Public Service Concept (Future Opening) Mixed-Use 9,784 − − % 100%

Museum Block Willett’s NYC (Future Opening), Sadie’s,

Public Service Concept (Future Opening) Mixed-Use 23,397 4,921 48% 79%

Fulton Market Building Lawn Club, The Cinemas, Alexander Wang Mixed-Use 115,029 − 100% 100%

John Street Service Building Cool Sips F&B 225 − 100% 100%

117 Beekman Bakery/Patisserie (Future Opening) F&B 3,699 − − % 100%

Total Cobblestones & Other 205,337 38,906 70% 81%

Pier 172 The Rooftop at Pier 17, GITANO NYC, The

Fulton, Carne Mare, Mister Dips, Riverdeck

Bar, Balloon Museum, Meow Wolf (Future

Opening), Event Space (Future Opening),

Flanker Kitchen + Sports Bar & Hidden

Boot Saloon (Future Opening)

Mixed-Use 242,913 5,722 35% 98%

Total Seaport Neighborhood 448,250 44,628 51% 90%

Note: For the quarter ended September 30, 2026. Any differences a result of rounding.

1 Rentable square feet is calculated using the REBNY standard of measurement and subject to change based on revised use of the usable space.

2 Square footage for Pier 17 includes the revised square footage of the Tin Building and does not include square footage of The Rooftop at Pier 17 concert venue.

Seaport NYC Leasing or p

16

Tenant/concept propert

OPENI

Expected O

GITANO NYC Pier 17 Food & Beverage License to Lease Q2 2025 14,612

Sadie’s and Sadie’s Garden Bar Museum Block Food & Beverage Operating Q2 2026 7,041

Cork Schermerhorn Row Food & Beverage Lease Q2 2026 1,442

Balloon Museum Tin Building Entertainment Lease Q3 2026 40,436

Willett’s NYC Museum Block Food & Beverage Lease Q1 2027 4,478

Flanker Kitchen + Sports Bar

& Hidden Boot Saloon

Pier 17 Food & Beverage License Q1/Q2 2027 14,191

Public Service Concept Museum Block / Translux Cultural/Food & Beverage License Q2 2027 12,514

Event Space Pier 17 Rental/Food & Beverage Operating Q2 2027 44,746

Brooklyn DOP Schermerhorn Row Food & Beverage Lease Q3 2027 2,081

Bakery/Patisserie 117 Beekman Food & Beverage Operating Q3 2027 3,699

Meow Wolf Pier 17 Entertainment Lease Q1 2028 82,279

Total Leased or Programmed1

Additions 227,519

Note: Any differences a result of rounding.

1 Leased or programmed spaces include: spaces occupied under a lease agreement with a third-party lessee; spaces where the Company operates a venue under a wholly owned concept or

brand, or via a licensed concept, brand, and/or certain other contractual services where the Company is the lessor of the space, and spaces where the Company engages a third party to

operate a venue under a wholly owned concept or brand, or via a licensed concept, brand, and/or certain other contractual services where the Company is the lessor of the space.

2 Annualized Pro Forma Operating EBITDA is estimated to include the Year 1 rent, Year 1 additional rent for reimbursement of common area operating expenses, certain projected Year 1

percentage rent, and/or Year 1 projected stabilized operating EBITDA for the leases or operating businesses listed in the Leasing or Programming Activity table above, in addition to the

projected TTM Operating EBITDA impact from the closure of the Tin Building, Malibu Farm, and transition of GITANO NYC from a license agreement to lease. Operating EBITDA is net of inter-segment transactions. Annualized Pro Forma Operating EBITDA further removes the TTM Operating EBITDA effect of rental revenue related to the Nike lease in Pier 17, due to Nike entering

into a termination agreement in Q2 2026.

Total incremental Annualized Pro Forma

Operating EBITDA2 is approximately $23.3 million

2026 Statemen

Note: $ in thousands. Any differences a result of rounding. 17

Q1 2026 Q2 2026 Q3 2026 Q4 2026 2026

Hospitality revenue $5,108 $7,020 $7,889 $20,017

Entertainment revenue 4,498 19,639 19,696 43,833

Rental revenue 2,782 7,053 4,272 14,107

Other revenue 349 578 847 1,774

Total revenues $12,737 $34,290 $32,704 $79,731

Hospitality costs 10,227 6,874 7,954 25,055

Entertainment costs 7,288 16,056 17,349 40,693

Operating costs 6,984 6,900 7,039 20,923

General and administrative 8,056 6,639 6,206 20,901

Depreciation and amortization 20,113 6,818 4,328 31,259

Total expenses 52,668 43,287 42,876 138,831

Gain (loss) on sale of assets − (1,434) 1,711 277

Provision for impairment (339) − − (339)

Other income (loss), net (2,249) (672) (759) (3,680)

Total other (2,588) (2,106) 952 (3,742)

Operating loss (42,519) (11,103) (9,220) (62,842)

Interest income (expense) (270) 689 423 842

Equity in earnings (losses) from unconsolidated ventures (964) 306 771 113

Net loss (43,753) (10,108) (8,026) (61,887)

Preferred distributions to noncontrolling interest in subsidiary (350) (350) (350) (1,050)

Net loss attributable to common stockholders ($44,103) ($10,458) ($8,376) ($62,937)

2025 Statemen

Note: $ in thousands. Any differences a result of rounding. 18

Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025

Hospitality revenue $7,735 $15,177 $16,603 $39,515

Entertainment revenue 4,209 19,908 22,151 46,268

Rental revenue 3,789 4,232 5,614 13,635

Other revenue 336 484 682 1,502

Total revenues $16,069 $39,801 $45,050 $100,920

Hospitality costs 15,742 17,845 19,919 53,506

Entertainment costs 7,077 15,281 20,285 42,643

Operating costs 8,079 7,684 7,393 23,156

General and administrative 9,782 8,291 17,932 36,005

Depreciation and amortization 8,091 6,581 6,931 21,603

Total expenses 48,771 55,682 72,460 176,913

Gain (loss) on sale of assets − − (3,988) (3,988)

Provision for impairment − − − −

Other income (loss), net − (126) (2,500) (2,626)

Total other − (126) (6,488) (6,614)

Operating loss (32,702) (16,007) (33,898) (82,607)

Interest income (expense) 994 801 (128) 1,667

Equity in earnings (losses) from unconsolidated ventures 170 782 1,162 2,114

Net loss (31,538) (14,424) (32,864) (78,826)

Preferred distributions to noncontrolling interest in subsidiary (350) (350) (350) (1,050)

Net loss attributable to common stockholders ($31,888) ($14,774) ($33,214) ($79,876)

Statementof O

19

Q1 ’26 −’25 Q2 ’26 −’25 Q3 ’26 −’25 Q4 ’26−’25 2026 vs. 20

Hospitality revenue ($2,627) ($8,157) ($8,714) ($19,498)

Entertainment revenue 289 (269) (2,455) (2,435)

Rental revenue (1,007) 2,821 (1,342) 472

Other revenue 13 94 165 272

Total revenues ($3,332) ($5,511) ($12,346) ($21,189)

Hospitality costs (5,515) (10,971) (11,965) (28,451)

Entertainment costs 211 775 (2,936) (1,950)

Operating costs (1,095) (784) (354) (2,233)

General and administrative (1,726) (1,652) (11,726) (15,104)

Depreciation and amortization 12,022 237 (2,603) 9,656

Total expenses 3,897 (12,395) (29,584) (38,082)

Gain (loss) on sale of assets − (1,434) 5,699 4,265

Provision for impairment (339) − − (339)

Other income (loss), net (2,249) (546) 1,741 (1,054)

Total other (2,588) (1,980) 7,440 2,872

Operating loss (9,817) 4,904 24,678 19,765

Interest income (expense) (1,264) (112) 551 (825)

Equity in earnings (losses) from unconsolidated ventures (1,134) (476) (391) (2,001)

Net loss (12,215) 4,316 24,838 16,939

Preferred distributions to noncontrolling interest in subsidiary − − − −

Net loss attributable to common stockholders ($12,215) $4,316 $24,838 $16,939

Note: $ in thousands. Any differences a result of rounding.

Q3 2026 SEGMENT OPERATING

Note: $ in thousands. Any differences a result of rounding. 20

Hospital

Landl

Operations

Total revenues $8,213 $19,932 $6,371

Hospitality costs (9,582) − −

Entertainment costs − (17,474) −

Operating costs − − (7,098)

Total operating expenses (9,582) (17,474) (7,098)

Operating EBITDA ($1,369) $2,458 ($727) $362

Inter-segment rent and recoveries 1,552 − (1,552)

Inter-segment other 51 (110) 59

Operating EBITDA, net of inter-segment transactions $234 $2,348 ($2,220) $362

Other corporate revenues, net −

General and administrative (6,206)

Depreciation and amortization (4,328)

Gain (loss) on sale of assets 1,711

Provision for impairment −

Other income (loss), net (759)

Interest income (expense) 423

Equity in earnings (losses) from unconsolidated ventures 771

Net loss (8,026)

Preferred distributions to noncontrolling interest in subsidiary (350)

Net loss attributable to common stockholders ($8,376)

Q3 2025 SEGMENT OPERATING

21

Hospital

Landl

Operations

Total revenues $16,694 $22,524 $9,019

Hospitality costs (23,049) − −

Entertainment costs − (20,532) −

Operating costs − − (7,510)

Total operating expenses (23,049) (20,532) (7,510)

Operating EBITDA ($6,355) $1,992 $1,509 ($2,854)

Inter-segment rent and recoveries 2,873 − (2,873)

Inter-segment other 9 (126) 117

Operating EBITDA, net of inter-segment transactions ($3,473) $1,866 ($1,247) ($2,854)

Other corporate revenues, net1 307

General and administrative (17,932)

Depreciation and amortization (6,931)

Gain (loss) on sale of assets (3,988)

Provision for impairment −

Other income (loss), net (2,500)

Interest income (expense) (128)

Equity in earnings (losses) from unconsolidated ventures 1,162

Net loss (32,864)

Preferred distributions to noncontrolling interest in subsidiary (350)

Net loss attributable to common stockholders ($33,214)

Note: $ in thousands. Any differences a result of rounding.

1 Represents intercompany and 3rd party management fees, net of intercompany expenses.

Q3 SEGMENT OPERATINGEBITD

Note: $ in thousands. Any differences a result of rounding. 22

Hospital

Landl

Ope

Q3 2026 VS.

Q3 2025

Total revenues ($8,481) ($2,592) ($2,648)

Hospitality costs 13,467 − −

Entertainment costs − 3,058 −

Operating costs − − 412

Total operating expenses 13,467 3,058 412

Operating EBITDA $4,986 $466 ($2,236) $3,216

Inter-segment rent and recoveries (1,321) − 1,321

Inter-segment other 42 16 (58)

Operating EBITDA, net of inter-segment transactions $3,707 $482 ($973) $3,216

Other corporate revenues, net (307)

General and administrative 11,726

Depreciation and amortization 2,603

Gain (loss) on sale of assets 5,699

Provision for impairment −

Other income (loss), net 1,741

Interest income (expense) 551

Equity in earnings (losses) from unconsolidated ventures (391)

Net loss 24,838

Preferred distributions to noncontrolling interest in subsidiary −

Net loss attributable to common stockholders $24,838

Asset-Bas

23

+ Cash, Restricted Cash, & Cash Equivalents $110.3 $110.3 $110.3 $110.3 $110.3

Seaport Neighborhood Square Feet1,2 508 508 508 508 508

Hypothetical Per Square Foot Valuations $350.00 $500.00 $650.00 $800.00 $950.00

+ Total Seaport Neighborhood $177.8 $254.0 $330.2 $406.4 $482.6

Las Vegas Aviators and Ballpark TTM Revenue $37.4 $37.4 $37.4 $37.4 $37.4

Hypothetical Revenue Multiple 2.0x 2.5x 3.0x 3.5x 4.0x

+ Las Vegas Aviators and Ballpark $74.8 $93.5 $112.2 $130.9 $149.6

Lawn Club Venture TTM Operating EBITDA $3.1 $3.1 $3.1 $3.1 $3.1

Hypothetical EBITDA Multiple 1.0x 1.5x 2.0x 2.5x 3.0x

SEG Ownership (50%) 50% 50% 50% 50% 50%

+ Lawn Club Venture $1.6 $2.3 $3.1 $3.9 $4.7

+ Jean-Georges Restaurants at Book Value $13.3 $13.3 $13.3 $13.3 $13.3

+ Las Vegas Fashion Show Mall Air Rights N/A N/A N/A N/A N/A

Total Implied Asset Value Range $377.8 $473.4 $569.1 $664.8 $760.5

- Total Debt Outstanding $38.1 $38.1 $38.1 $38.1 $38.1

- Series A Preferred Equity Outstanding $10.0 $10.0 $10.0 $10.0 $10.0

Notes: As of September 30, 2026. $ in millions, except hypothetical per-square foot valuations. Square feet in thousands. Any differences a result of rounding. Asset-based value components

reflect hypothetical asset valuations and should not be construed as management’s opinion regarding the value of any of the Company’s assets.

1 Seaport Neighborhood includes the following buildings: Pier 17, Fulton Market Building, Schermerhorn Row, One Seaport Plaza, Museum Block, Translux, 117 Beekman, John Street Service

Building, the Tin Building, as well as 60,000 square feet for The Rooftop at Pier 17.

2 Rentable square feet is calculated using the REBNY standard of measurement and subject to change based on revised use of the usable space.

Contact

24

Corporate

199 Water Street

New York, NY 10038

Inves

(212) 732-8257

ir@seaportentertainment.com

Transfe

Fidelity Stock TransferSM (FST)

(833) 500-1036

nb.fidelity.com

NYS

Ticker Symbol: SEG

www.seaportentertainment.com

This presentation and accompanying statements contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical facts or relating to present

facts or current conditions included in this presentation are forward-looking statements. Forward-looking statements give Seaport Entertainment Group Inc.’s (“Seaport Entertainment,” the “Company,”

“we,” “us,” “our” and “SEG”) current expectations relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify forward-looking statements by

the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “could,” “seek,” “potential,” “likely,” “believe,” “will,” “expect,” “anticipate,” “estimate,”

“plan,” “intend,” “hypothetical,” “forecast,” “aim,” “objectives,” “target,” “transform,” “project,” “realize” or variations of these terms and similar expressions, or the negative of these terms or similar

expressions, although not all forward-looking statements contain these identifying words.

Forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions. Forward-looking statements are based on

the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that

could cause the Company’s results to differ materially from current expectations include, but are not limited to: risks related to macroeconomic conditions; risks related to the impact of tariffs and global

trade disruptions on the Company and its tenants, including impacts on inflation, interest rates, supply chains and consumer sentiment and spending; changes in discretionary consumer spending patterns

or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability to obtain operating and development

capital on favorable terms, or at all; the availability of debt and equity capital; the Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively; the impact of

uncertainty around, and disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties and operations in New York City and the Las Vegas area; social, political

and economic instability, unrest and other circumstances beyond the Company’s control which could adversely affect the Company’s business operations; adverse changes in laws or regulations

governing the Company’s operation, changes in the interpretation thereof, or newly enacted laws or regulations could require changes to the Company’s business practices, adversely impact the

Company’s revenues and/or impose additional costs on the Company ; extreme weather conditions or climate change that may cause property damage or interrupt business; the impact of water and

electricity shortages on the Company’s business; the Company’s ability to successfully identify, acquire, develop, and manage properties on terms that are favorable to it; the contamination of the

Company’s properties by hazardous or toxic substances; catastrophic events or geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other acts of

violence, or the perception of a heightened threat of such events; losses that are not insured or that exceed the applicable insurance limits; risks related to the disruption or failure of information technology

networks and related systems – both the Company’s and those operated and managed by third parties; the Company’s ability to attract and retain key personnel; the Company’s inability to control certain

properties due to the joint ownership of such property and inability to successfully attract desirable strategic partners, including joint venture partners; risks related to the concentration of ownership of the

Company’s common stock by Pershing Square; risks related to the Company’s separation from, and relationship with, Howard Hughes Holdings Inc.; and the other factors detailed in the Company’s filings

with the SEC. Forward-looking statements speak only as of the date of this presentation. The Company is under no obligation to publicly update or revise any forward-looking statements, whether as a

result of new information, future events or otherwise, except as required by applicable law.

All forward-looking statements in this presentation are made as of (i) the date hereof, in the case of information about the Company, and (ii) the date of such information, in the case of information from

persons other than the Company. While management believes the information underlying any estimates and projections forms a reasonable basis for the statements in this presentation, such information

may be limited or incomplete and should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information.

All trademarks and logos depicted in this presentation are the property of their respective owners and are displayed solely for purposes of illustration. Such use should not be construed as an endorsement

of the products or services of the Company.

25

Safe Ha

Key terms

References and terms used in this presentation that are in addition to the terms defined in the Safe Harbor section of this presentation, or not already defined in other areas of this

presentation, include:

This presentation was published on November 4, 2026.

All information is as of, or for the quarter-ending September 30, 2026, unless otherwise noted.

Any calculation differences are assumed to be a result of rounding.

“Aviators” refers to the Las Vegas Aviators Triple-A baseball team.

“Inherited Vacancy” refers to rentable spaces of which the majority of the associated space was vacant or on a short-term agreement at the time of the Company’s Spin-Off.

“Jean-Georges,” “JGM,” or “JG” refers to Jean-Georges Restaurants.

“Net Debt” is calculated as the outstanding principal balance of our total long-term borrowings, less cash, restricted cash and cash equivalents.

“NYSE” refers to the New York Stock Exchange.

“Pershing Square” refers to Pershing Square Capital Management, L.P.

“Seaport,” “Seaport NYC,” or “Seaport Neighborhood” refers to the approximately 448,000 square feet of restaurant, retail, office and entertainment properties that make up

the Seaport in Lower Manhattan.

“Operating EBITDA” refers to the Segment Operating Results disclosed within our Form 10-Q filed November 4, 2026.

“Previously Occupied Space” refers to rentable spaces of which the majority of the associated space was occupied at the time of the Company’s Spin-Off.

“Series A Preferred Equity” refers to 14.000% Series A preferred stock of Seaport District NYC, Inc. On July 31, 2024, in connection with certain restructuring transactions to

effectuate the Spin-Off, where Seaport District NYC, Inc., at such time an indirect subsidiary of HHH, issued 10,000 shares of its 14.000% Series A preferred stock with an

aggregate liquidation preference of $10.0 million to its then-direct parent in exchange for the contribution by its parent of certain assets. In connection with the Separation,

Seaport District NYC, Inc. became a subsidiary of Seaport Entertainment.

“Spin-Off” or “Separation” refers to the pro rata distribution of the shares of Seaport Entertainment Group Inc. to the Seaport Entertainment Group Inc. shareholders in a

distribution that is intended to be tax-free to HHH stockholders for U.S. federal income tax purposes except for cash received in lieu of fractional shares.

“TTM” or “Trailing Twelve Months” refers to the financial results for the twelve consecutive months ending on the date of the reported financial statements.

“REBNY standard of measurement” refers to the Real Estate Board of New York’s recommended method for calculating rentable square footage.

26

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v3.26.3

Document and Entity Information

Nov. 04, 2026

Document and Entity Information [Abstract]

Document Type

8-K

Document Period End Date

Nov. 04, 2026

Entity File Number

001-42113

Entity Registrant Name

SEAPORT ENTERTAINMENT GROUP INC.

Entity Incorporation, State or Country Code

DE

Entity Tax Identification Number

99-0947924

Entity Address State Or Province

NY

Entity Address, Address Line One

199 Water Street

Entity Address, Adress Line Two

28th Floor

Entity Address, City or Town

New York

Entity Address, Postal Zip Code

10038

City Area Code

212

Local Phone Number

732-8257

Title of 12(b) Security

Common stock, par value $0.01 per share

Trading Symbol

SEG

Security Exchange Name

NYSE

Entity Emerging Growth Company

true

Entity Ex Transition Period

true

Entity Central Index Key

0002009684

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