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What changed in Seaport Entertainment Group Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Seaport Entertainment Group Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+542 added−502 removedSource: 10-K (2026-03-04) vs 10-K (2025-03-10)

Top changes in Seaport Entertainment Group Inc.'s 2025 10-K

542 paragraphs added · 502 removed · 374 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

64 edited+19 added−18 removed54 unchanged
Biggest changeThe following table shows information about our Seaport assets as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset Asset Type Ownership Type Owned Rentable Square Feet Rentable Units % Occupied % Leased Pier 17 Mixed-Use Owned Improvements 225,615 — 45 % 52 % Fulton Market Building Mixed-Use Owned Improvements 114,999 — 100 % 100 % Tin Building Retail Owned Improvements 53,783 — 100 % 100 % Schermerhorn Row Retail Owned Improvements 28,808 — 78 % 78 % One Seaport Plaza Retail Owned Improvements 24,518 — 10 % 10 % Museum Block Retail Owned Improvements 23,381 — 18 % 18 % Seaport Translux Retail Owned Improvements 9,470 — 0 % 0 % 117 Beekman Street Retail Owned Improvements 3,609 — 0 % 0 % John Street Service Building Retail Owned Improvements 225 — 100 % 100 % 85 South Street Multifamily & Office Fee Simple 5,522 21 100 % (2) 100 % (2) 250 Water Street (1) Development Site Fee Simple — — 0 % 0 % Total 489,930 21 61 % 64 % (1) 250 Water Street is zoned for 547,000 square feet of market rate and affordable housing, office, retail and community-oriented gathering space.
Biggest changeThe following table shows information about our Seaport assets as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Asset ​ ​ ​ Asset Use Type ​ ​ ​ Ownership Type ​ ​ ​ Owned Rentable Square Feet ​ ​ ​ Rentable Units ​ ​ ​ % Occupied ​ ​ ​ % Leased / Programmed Pier 17 Mixed-Use Owned Improvements 215,789 — 34 % 99 % Fulton Market Building Mixed-Use Owned Improvements 115,029 — 100 % 100 % Tin Building Entertainment Owned Improvements 53,783 — 100 % 100 % Schermerhorn Row Retail Owned Improvements 28,727 — 73 % 78 % One Seaport Plaza Retail Owned Improvements 24,460 — 8 % 8 % Museum Block Retail Owned Improvements 23,599 — 1 % 84 % Seaport Translux Retail Owned Improvements 9,513 — 0 % 68 % 117 Beekman Street Retail Owned Improvements 3,699 — 0 % 0 % John Street Service Building Retail Owned Improvements 225 — 100 % 100 % 85 South Street Multifamily & Office Fee Simple 5,522 21 95 % (2) 95 % (2) 250 Water Street (1) Development Site Fee Simple — — 0 % 0 % Total ​ ​ 480,346 21 55 % 90 % (1) 250 Water Street was held for sale as of December 31, 2025.
These events, which include festive holiday attractions, ballpark tours, movie nights, concerts and more, have also integrated the ballpark into the life and culture of Summerlin. As a result, we believe we are uniquely positioned to serve the entertainment needs of this community as it expands in the coming years.
These events, which include festive holiday attractions, ballpark tours, movie nights and more, have also integrated the ballpark into the life and culture of Summerlin. As a result, we believe we are uniquely positioned to serve the entertainment needs of this community as it expands in the coming years.
Our JG investment has multiple avenues for core growth that could propel this business, including: the opening of new restaurants and luxury marketplaces; introducing a franchise model for certain Jean-Georges concepts; launching fast-casual and quick service restaurant concepts that allow for significant scale; and leveraging the Jean-Georges brand via private label wholesale product distribution.
Our JG investment has multiple avenues for core growth that could propel this business, including: the opening of new restaurants; introducing a franchise model for certain Jean-Georges concepts; launching fast-casual and quick service restaurant concepts that allow for significant scale; and leveraging the Jean-Georges brand via private label wholesale product distribution.
By continuing this integration, we believe we can drive further consumer penetration across all our restaurant, retail and event offerings, and make the Seaport our model for potential future mixed-use opportunities. Jean-Georges Restaurants is a world-renowned hospitality company operated by Michelin-star chef Jean-Georges Vongerichten.
By continuing this integration, we believe we can drive further consumer penetration across all our restaurant, retail and event offerings, and make the Seaport our model for potential future mixed-use opportunities. JG is a world-renowned hospitality company operated by Michelin-star chef Jean-Georges Vongerichten.
Under the terms of the joint venture agreement, we contribute the cash necessary to fund pre-opening, opening and operating costs of the Tin Building. The Fulton Partner is not required to make any capital contributions. The Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022.
Under the terms of the joint venture agreement, we contribute the cash necessary to fund pre-opening, opening and operating costs of the Tin Building. The Fulton Partner was not required to make any capital contributions. The Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022.
The Las Vegas Aviators are a Minor League Baseball (“MiLB”) team and the current Triple-A affiliate of the Oakland Athletics (the “Athletics”) Major League Baseball (“MLB”) team. As one of the highest-grossing MiLB teams, and a critical component of the Summerlin, Nevada community, we believe the Aviators are a particularly attractive aspect of our portfolio.
The Las Vegas Aviators are a Minor League Baseball (“MiLB”) team and the current Triple-A affiliate of the Athletics Major League Baseball (“MLB”) team. As one of the highest-grossing MiLB teams, and a critical component of the Summerlin, Nevada community, we believe the Aviators are a particularly attractive aspect of our portfolio.
Seaport Entertainment wholly owns the Aviators, which generate cash flows from ticket sales, concessions, merchandise and sponsorships. In addition to the team, Seaport Entertainment owns the Aviators’ 10,000-person capacity ballpark, which is located in the heart of Downtown Summerlin.
Seaport Entertainment wholly owns the Aviators, which generate cash flows from ticket sales, concessions, merchandise and sponsorships. In addition to the team, Seaport Entertainment owns Las Vegas Ballpark, the Aviators’ 10,000-person capacity ballpark, which is located in the heart of Downtown Summerlin.
As of December 31, 2024, none of our employees were represented by unions or covered by collective bargaining agreements. We believe that our future success largely depends upon our continued ability to attract and retain highly skilled talent.
As of December 31, 2025, none of our employees were represented by unions or covered by collective bargaining agreements. We believe that our future success largely depends upon our continued ability to attract and retain highly skilled talent.
Seaport Entertainment’s business plan is to focus on realizing value for its stockholders primarily through dedicated management of its existing assets, expansion of existing and creation of new partnerships, strategic acquisitions and completion of development projects.
Seaport Entertainment’s business plan is to focus on realizing value for its stockholders primarily through dedicated management of its existing assets, expansion of existing and creation of new partnerships, strategic acquisitions and completion or monetization of development projects.
The Company’s existing portfolio encompasses a wide range of leisure and recreational activities, including live concerts, fine dining, nightlife, professional sports and high-end and experiential retail. The quality of the portfolio is complimented by the desirability of its locations: primarily Lower Manhattan and Las Vegas, where we believe there are substantial barriers to entry.
The Company’s existing portfolio encompasses a wide range of leisure and recreational activities, including live concerts, dining, nightlife, professional sports and experiential retail. The quality of the portfolio is complimented by the desirability of its locations: primarily Lower Manhattan and Las Vegas, where we believe there are substantial barriers to entry.
The Lawn Club, an experiential retail concept focused on “classic lawn games” and superb cocktails, is one of our joint ventures and the most recent tenant, having opened in November 2023. ● Historic District Retail & Other – Seaport Entertainment is also the landlord for the following Historic District retail and other locations: Museum Block (1st and 2nd Level - Select Spaces), Schermerhorn Row (1st and 2nd Level - Select Spaces), Seaport Translux (1st and 2nd Level - Select Spaces), 117 Beekman Street (1st Level & Basement - Select Spaces), One Seaport Plaza (1st and 2nd Level - Select Spaces) and the John Street Service Building (Select Spaces), which collectively make up approximately 91,000 square feet. ● 250 Water Street – 250 Water Street is a full block, one-acre development site that is zoned for 547,000 square feet of market rate and affordable housing, office, retail and community-oriented gathering space.
The Lawn Club, an experiential retail concept focused on “classic lawn games” and superb cocktails, is one of our joint ventures having opened in November 2023. ● The Cobblestones Retail & Other – Seaport Entertainment is also the landlord for the following Cobblestones retail and other locations: Museum Block (1st and 2nd Level - Select Spaces), Schermerhorn Row (1st and 2nd Level - Select Spaces), Seaport Translux (1st and 2nd Level - Select Spaces), 117 Beekman Street (1st Level & Basement - Select Spaces), One Seaport Plaza (1st and 2nd Level - Select Spaces) and the John Street Service Building (Select Spaces), which collectively make up approximately 91,000 square feet. ● 250 Water Street – 250 Water Street is a full block, one-acre development site that is zoned for 547,000 square feet of market rate and affordable housing, office, retail and community-oriented gathering space.
Other federal, state and local laws, ordinances 14 Table of Contents and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air.
Other federal, state and local laws, ordinances and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments and also govern emissions of and exposure to asbestos fibers in the air.
The Company is committed to maintaining a strong market presence by adapting to evolving customer preferences, ensuring high-quality service, and investing in unique, memorable experiences across all its business segments. Human Capital As of December 31, 2024, we had 90 full-time employees supporting our business, and we consider our current relationship with our employees to be good.
The Company is committed to maintaining a strong market presence by adapting to evolving customer preferences, ensuring high-quality service, and investing in unique, memorable experiences across all its business segments. Human Capital As of December 31, 2025, we had 627 full-time employees supporting our business, and we consider our current relationship with our employees to be good.
This renowned ballpark regularly has upwards of 6,500 fans per game and was chosen to host the Triple-A National Championship Game for the third consecutive year in 2024. In addition to approximately 75 baseball games each year, the ballpark hosts at least 30 other special events, which provide incremental cash flow primarily during the baseball offseason.
This renowned ballpark regularly has upwards of 6,500 fans per game and was chosen to host the Triple-A National Championship Game for the fourth consecutive year in 2025. In addition to approximately 75 baseball games each year, the ballpark hosts at least 30 other special events, which provide incremental cash flow primarily during the baseball offseason.
We believe there is an opportunity for JG’s food and beverage offerings to anchor the destinations we are seeking to create and help differentiate our business from the typical asset mix found in traditional real estate development and landlord operations.
We believe there is an opportunity for JG’s food and beverage offerings to be included in the destinations we are seeking to create and help differentiate our business from the typical asset mix found in traditional real estate development and landlord operations.
Local sports teams and major league affiliates can influence attendance and community support, as well as impact sponsorship and advertising opportunities. 13 Table of Contents Overall, the Company’s competitive position is influenced by factors such as unique locations, brand strength, customer loyalty, and the ability to offer differentiated and exclusive experiences.
Local sports teams and major league affiliates can influence attendance and community support, as well as impact sponsorship and advertising opportunities. Overall, the Company’s competitive position is influenced by factors such as unique locations, brand strength, customer loyalty, and the ability to offer differentiated and exclusive experiences.
We are in the process of further transforming the Seaport from a collection of unique assets into a cohesive and vibrant neighborhood that caters to the broad needs of its residents and visitors.
We are in the process of further transforming the Seaport from a collection of unique assets into a cohesive and vibrant neighborhood 5 Table of Contents that caters to the broad needs of its residents and visitors.
During the year ended December 31, 2024, the Company recognized an impairment of $10.0 million related to this warrant. See Note 3 – Impairment for additional information. 10 Table of Contents ● Tin Building by Jean-Georges .
During the year ended December 31, 2024, the Company recognized an impairment of $10.0 million related to this warrant. No impairment was recognized during the year ended December 31, 2025. See Note 3 – Impairment for additional information. 8 Table of Contents ● Tin Building by Jean-Georges .
These assets, reflected on the map below, include: ​ ● Pier 17 – Pier 17 is an approximately 226,000 square foot mixed-use building containing restaurants, entertainment, office space and an outdoor concert venue. The Rooftop at Pier 17 is a 3,500-person concert venue, which was ranked by Pollstar as the sixth top club worldwide in 2024.
These assets, reflected on the map below, include: ​ ● Pier 17 – Pier 17 is an approximately 216,000 square foot mixed-use building containing restaurants, entertainment, office space and an outdoor concert venue. The Rooftop at Pier 17 is a 3,500-person concert venue, which was ranked by Pollstar as the seventh top club worldwide in 2025.
The Rooftop at Pier 17 has evolved into one of the premier concert venues in New York City. The venue has capacity of 3,500 guests and in 2023 and 2024 hosted 63 and 60 concerts, respectively.
The Rooftop at Pier 17 has evolved into one of the premier concert venues in New York City. The venue has capacity of 3,500 guests and in 2024 and 2025 hosted 60 and 62 concerts, respectively.
The venue’s success is also demonstrated by its social media following, which is one of the largest for any New York City-area arena or concert venue, despite only having a 3,500-guest capacity.
The venue’s success is also demonstrated by its social media following, which is one of the largest for any New York City-area arena or concert venue, despite only having a 3,500-guest capacity. ● The Fashion Show Mall Air Rights .
The Las Vegas Ballpark had a gross carrying value before accumulated depreciation of $133.2 million as of December 31, 2024. In addition to hosting baseball games, the ballpark holds various special events throughout the year.
The Las Vegas Ballpark had a gross carrying value before accumulated depreciation of $133.2 and $130.3 million as of December 31, 2024 and 2025, respectively. In addition to hosting baseball games, the ballpark holds various special events throughout the year.
By continuing to offer high quality food and beverage and entertainment options across our portfolio, we seek to create unique, cohesive environments that serve the various needs of our customers and offer more than just a single product or experience.
By continuing 6 Table of Contents to offer a variety of food and beverage and entertainment options across our portfolio, we seek to create unique, cohesive environments that serve the various needs of our customers and offer more than just a single product or experience.
In 2015, together with VS-Fulton Seafood Market, LLC (the “Fulton Partner”), we formed Fulton Seafood Market, LLC to operate a 53,783 square foot culinary marketplace in the historic Tin Building. The Fulton Partner is a wholly owned subsidiary of JG.
In 2015, together with VS-Fulton Seafood Market, LLC (the “Fulton Partner”), a wholly owned subsidiary of JG, we formed Fulton Seafood Market, LLC to operate an approximately 54,000 square foot culinary marketplace in the historic Tin Building. The Fulton Partner is a wholly owned subsidiary of JG.
In 2024, the Aviators and the ballpark generated approximately $31.4 million in revenue. ​ ​ ​ ​ ​ ​ ​ 11 Table of Contents The following map shows the location of the Las Vegas Ballpark in relation to certain other Las Vegas landmarks. ​ ● The Rooftop at Pier 17 .
In 2024 and 2025, the Aviators and the ballpark generated approximately $31.4 and $37.8 million in revenue, respectively. ​ The following map shows the location of the Las Vegas Ballpark in relation to certain other Las Vegas landmarks. 9 Table of Contents ​ ● The Rooftop at Pier 17 .
To execute on this strategy, we intend to leverage our unique experience at the Seaport, where we already successfully work with an array of top-tier partners in the entertainment space. 7 Table of Contents Develop Owned Land Parcels and the Fashion Show Mall Air Rights .
To execute on this strategy, we intend to leverage our unique experience at the Seaport, where we already successfully work with an array of top-tier partners in the entertainment space. Develop the Fashion Show Mall Air Rights .
In 2024, we paid $2.6 million in rent and fees under that ground lease and two smaller ground leases on our Seaport assets.
In 2025, we paid $2.7 million in rent and fees under that ground lease and two smaller ground leases on our Seaport assets.
Among the highlights of the Seaport are: The Rooftop at Pier 17®, a 3,500-person concert venue; the Tin Building, a 54,000-square-foot culinary marketplace leased to an unconsolidated joint venture between us and a subsidiary of JG; the Lawn Club, an immersive indoor/outdoor lawn game entertainment venue and another of our unconsolidated joint ventures; a historic cobblestone retail district; six additional retail and food and beverages concepts; and a 21-unit residential building with approximately 5,500 square feet of ground floor leasable space.
Among the highlights of the Seaport are: The Rooftop at Pier 17®, a 3,500-person concert venue; the Tin Building, a 54,000-square-foot historic landmark; the Lawn Club, an immersive indoor/outdoor lawn game entertainment venue and an unconsolidated joint venture; a historic cobblestone retail district; six additional retail and food and beverages concepts; and a 21-unit residential building with approximately 5,500 square feet of ground floor leasable space.
Subsequent to year-end 2024, the Company entered into a lease with immersive entertainment and experience creator, Meow Wolf, to occupy approximately 74,000 square feet of vacant space in Pier 17.
During 2025, the Company entered into a lease with immersive entertainment and experience creator, Meow Wolf, to occupy approximately 74,000 square feet of vacant space in Pier 17.
Seaport Entertainment currently has two sizeable development opportunities: 250 Water Street and the Fashion Show Mall Air Rights. Each opportunity, if transacted on, could represent a significant driver of long-term growth. Our Portfolio We primarily analyze our portfolio of assets through the lens of our three operating segments: (1) Landlord Operations; (2) Hospitality; and (3) Sponsorships, Events, and Entertainment.
Seaport Entertainment currently has a sizeable development opportunity: the Fashion Show Mall Air Rights, which if transacted on, could represent a significant driver of long-term growth or monetization. Our Portfolio We primarily analyze our portfolio of assets through the lens of our three operating segments: (1) Hospitality, (2) Entertainment (previously Sponsorships, Events, and Entertainment), and (3) Landlord Operations.
The following table shows information about our ground leases as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent ​ ​ ​ ​ ​ ​ ​ Payments for ​ ​ ​ ​ ​ ​ ​ ​ the Year ​ ​ ​ ​ ​ ​ ​ ​ Ended ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2024 ​ ​ Location ​ Expiration ​ Extensions ​ (thousands) ​ Rent Escalator Seaport Neighborhood (1) December 2071 December 2120 ​ $ 1,905 3% annually Translux Building December 2071 December 2120 ​ $ 158 (2) ​ 3% annually One Seaport Plaza December 2071 N/A ​ $ 525 Adjusted every 15 years provided operating profits have been achieved; subject to caps Note: Our 85 South Street and 250 Water Street assets are not subject to a ground lease.
The following table shows information about our ground leases as of December 31, 2025: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Annual Rent ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Payments for ​ ​ ​ ​ ​ ​ ​ ​ the Year ​ ​ ​ ​ ​ ​ ​ ​ Ended ​ ​ ​ ​ ​ ​ ​ ​ December 31, ​ ​ ​ ​ ​ ​ ​ ​ 2025 ​ ​ Location ​ Expiration ​ Extensions ​ (thousands) ​ Rent Escalator Seaport Neighborhood (1) December 2071 December 2120 ​ $ 1,960 3% annually Translux Building December 2071 December 2120 ​ $ 163 (2) ​ 3% annually One Seaport Plaza December 2071 N/A ​ $ 525 Adjusted every 15 years provided operating profits have been achieved; subject to caps Note: Our 85 South Street asset is not subject to a ground lease.
By developing destinations that have multiple touchpoints with our visitors, we believe Seaport Entertainment is well-positioned to grow its revenue base over time by driving increased market penetration. 6 Table of Contents Lease-Up Existing Assets at the Seaport . The portfolio of assets within Landlord Operations at the Seaport was 64% leased and 61% occupied as of December 31, 2024.
By developing destinations that have multiple touchpoints with our visitors, we believe Seaport Entertainment is well-positioned to grow its revenue base over time by driving increased market penetration. Lease-Up Existing Assets at the Seaport . The portfolio of assets within Landlord Operations at the Seaport was 90% leased or programmed and 55% occupied as of December 31, 2025.
The Seaport spans approximately 490,000 square feet, the majority of which is dedicated to entertainment, retail and restaurant uses, and in 2024, the Seaport hosted over 200 public and private events.
The Seaport spans approximately 480,000 square feet, the majority of which is dedicated to entertainment, retail and restaurant uses, and in 2025, the Seaport hosted over 150 public and private events.
These assets may include but are not limited to stadiums, sports and gaming attractions, concert and entertainment venues, food halls and other restaurant concepts. In addition to acquisitions, we plan to utilize strategic partnerships to accelerate our long-term growth.
These assets 7 Table of Contents may include but are not limited to stadiums, sports and gaming attractions, concert and entertainment venues and additional restaurant concepts. In addition to acquisitions, we plan to utilize strategic partnerships to accelerate our long-term growth.
(2) Occupancy and leasing figures for multifamily space. Ground floor office space is vacant as of December 31, 2024. ​ 9 Table of Contents Our Seaport assets primarily sit under a long-term ground lease from the City of New York that provides for an extension option that would extend its expiration from 2071 to 2120.
Ground floor office space is vacant as of December 31, 2025. ​ 12 Table of Contents Our Seaport assets primarily sit under a long-term ground lease from the City of New York that provides for an extension option that would extend its expiration from 2071 to 2120.
We also entered into a lease agreement with HHC Lawn Games, LLC pursuant to which we agreed to lease approximately 27,000 square feet of the Fulton Market Building to this venture. Sponsorships, Events, and Entertainment .
We also entered into a lease agreement with HHC Lawn Games, LLC pursuant to which we agreed to lease approximately 27,000 square feet of the Fulton Market Building to this venture. ● Ss ä m Bar.
On January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, we hired and onboarded employees of our primary food and beverage operator, Creative Culinary Management Company, LLC (“CCMC”), an indirect wholly owned subsidiary of JG, and entered into a shared services agreement with CCMC.
Effective January 1, 2025, as the Company’s initial step to internalize food and beverage operations at most of its wholly owned and joint venture-owned restaurants at the Seaport, the Company hired and onboarded employees of our primary food and beverage operator, Creative Culinary Management Company, LLC (“CCMC”), an indirect wholly owned subsidiary of JG, and entered into a services agreement (the “Services Agreement”) with CCMC to provide the necessary employees and services for CCMC to perform CCMC’s responsibilities under the various management agreements.
Additionally, we believe we will be able to work with JG to identify additional operating efficiencies in the Seaport Entertainment and JG portfolios. Leverage Events and Sponsorships to Create a Flywheel Effect at the Seaport .
Additionally, there is potential to work with JG to identify additional operating efficiencies in the Seaport Entertainment and JG portfolios. Leverage Events and Sponsorships to Create a Flywheel Effect at the Seaport .
As a further example, we are evaluating the use of some of our vacant space that benefits from panoramic views of the Brooklyn skyline and the Brooklyn Bridge for a variety of hospitality and entertainment offerings. Improve Efficiencies in our Operating Businesses . We believe there are numerous opportunities to drive efficiencies and increase margins in our operating businesses.
As a further example, we are planning to use over 41,000 square feet of our vacant space that benefits from panoramic views of the Brooklyn skyline and the Brooklyn Bridge for a dedicated meeting and events space. Improve Efficiencies in our Operating Businesses . We believe there are numerous opportunities to drive efficiencies and increase margins in our operating businesses.
In the Hospitality industry, the Company faces competition from a variety of dining establishments, including both high-end restaurants and casual dining options located within the Seaport neighborhood, throughout Manhattan and in the broader New York City area. Competitors range from established fine dining brands and local, independent restaurateurs to innovative new entrants offering unique dining experiences.
In the Hospitality industry, the Company faces competition from a variety of dining establishments, including both high-end restaurants and casual dining options located within the Seaport neighborhood, throughout Manhattan and in the broader New York City area.
In addition, given the venue’s destination-like location, it has proven to be successful at hosting events year round and drives incremental revenue outside of the Summer Concert Series.
The venue provides an unmatched outdoor entertainment opportunity for both emerging and established musicians. In addition, given the venue’s destination-like location, it has proven to be successful at hosting events year-round and drives incremental revenue outside of the Seaport Concert Series.
Further, government agencies routinely initiate audits, reviews or investigations of our business practices to ensure compliance with applicable laws and regulations, which can cause us to incur costs or create other disruptions in our business that can be significant. We may experience delays and increased expenses as a result of legal challenges, whether brought by governmental authorities or private parties.
Further, government agencies routinely initiate audits, reviews or investigations of our business practices to ensure compliance with applicable laws and regulations, which can cause us to incur costs or create other disruptions in our business that can be significant.
In 2024, our Concert Series sold out 30 of 60 shows and sold approximately 180,000 tickets, which represented 86% of all available tickets, generating over $12 million in gross ticket sales.
In 2025, our Concert Series sold out 35 of 62 shows and sold approximately 190,000 tickets, which represented 89% of all available tickets, generating over $10 million in gross ticket sales.
The Rooftop at Pier 17 gained a significant social media presence, with approximately 168,000 followers on Instagram by the end of 2024, the largest following in its peer group of venues with less than 15,000 seats.
The Rooftop at Pier 17 has a significant social media presence, with approximately 191,000 followers on Instagram at the end of 2025, one of the largest followings in its peer group of venues.
On August 1, 2024, the Company’s common stock began trading on the NYSE American LLC (the “NYSE American”) under the symbol “SEG”. The information contained in this Annual Report on Form 10-K reflects the historical information of the Seaport Entertainment division of HHH prior to the Spin-Off and the information of Seaport Entertainment Group Inc. following the Spin-Off.
On June 30, 2025, the Company transferred the listing of the Company’s common stock from the NYSE American LLC to the New York Stock Exchange, continuing to trade under the symbol “SEG.” The information contained in this Annual Report on Form 10-K reflects the historical information of the Seaport Entertainment division of HHH prior to the Spin-Off and the information of Seaport Entertainment Group Inc. following the Spin-Off.
The success of the Concert Series has also positioned Seaport Entertainment to potentially benefit from additional opportunities in the near term, including: (1) the possibility of entering into a naming rights deal for The Rooftop venue with a sponsor; (2) better terms on our ticketing services that were recently negotiated with a new ticketing provider; and (3) an enclosed winter structure to increase the number of events we can host in any given year, which we expect to begin in the fourth quarter of 2025 .
The success of the Concert Series has also positioned Seaport Entertainment to potentially benefit from additional opportunities in the near term, including: (1) the possibility of entering into a naming rights deal for The Rooftop venue with a sponsor; (2) better terms on our ticketing services with our ticketing provider; and (3) improving add-on and upsell opportunities with additional activations in the venue or within our portfolio .
Located two blocks south of the Brooklyn Bridge, the unique outdoor venue was voted the #1 outdoor music venue in New York City in 2022 by Red Bull and ranked by Pollstar as the sixth top club worldwide in 2024. The venue provides an unmatched outdoor entertainment opportunity for both emerging and established musicians.
Located two blocks south of the Brooklyn Bridge, the unique outdoor venue was voted the #1 outdoor music venue in New York City in 2022 by Red Bull, ranked by Pollstar as the seventh top club worldwide in 2025, and awarded the “Best Outdoor Music Venue” by 2026 Rolling Stone Audio Awards.
Under various federal, state and local laws and regulations, an owner of real estate is liable for the costs of remediation of certain hazardous substances, including petroleum and certain toxic substances (collectively hazardous substances) on such real estate.
We may experience delays and increased expenses as a result of legal challenges, whether brought by governmental authorities or private parties. 14 Table of Contents Under various federal, state and local laws and regulations, an owner of real estate is liable for the costs of remediation of certain hazardous substances, including petroleum and certain toxic substances (collectively hazardous substances) on such real estate.
Currently, we own, either wholly or through partnerships with third parties, and operate, including under license and management agreements, six fine dining and casual dining restaurants, cocktail bars, nightlife and entertainment venues (The Fulton, Mister Dips, Carne Mare, Malibu Farm, Gitano and The Lawn Club), as well as our unconsolidated venture, the Tin Building by Jean-Georges, which offers a variety of culinary experiences, including restaurants, bars, grocery markets, retail and private dining.
We own, either wholly or through partnerships with third parties, and operate, including through license and management agreements, fine dining and casual dining restaurants, cocktail bars, nightlife and entertainment venues (The Fulton, Mister Dips, Carne Mare and Gitano) and our unconsolidated venture, the Lawn Club. These businesses are all our tenants and are part of our Landlord Operations.
JG was formed in 1997 and has grown from 17 locations in 2013 to over 60 high-end restaurant concepts across five continents, 13 countries and 24 markets, including our joint venture tenant, the Tin Building by Jean-Georges, 5 Table of Contents located in the heart of the Seaport.
JG was formed in 1997 and has grown from 17 locations in 2013 to over 40 high-end restaurant concepts across five continents, 13 countries and 24 markets.
Additionally, during periods of extreme temperatures (either hot or cold) or precipitation, we have historically experienced, and will likely continue experiencing, significant reductions in consumer traffic. Competition The Company operates in a highly competitive environment across its various business segments. Within our Landlord Operations segment, we compete for primarily retail and office tenants.
Competition The Company operates in a highly competitive environment across its various business segments. Within our Landlord Operations segment, we compete for primarily retail and office tenants.
Our Sponsorships, Events, and Entertainment segment includes the Las Vegas Aviators, the Las Vegas Ballpark, the Fashion Show Mall Air Rights, Seaport events and concerts and all of our sponsorship agreements across both the Seaport and the Las Vegas Ballpark. ● The Aviators and Las Vegas Ballpark .
Our Entertainment segment includes the Las Vegas Aviators, the Las Vegas Ballpark, our interest in and to the Fashion Show Mall Air Rights, events and concerts at The Rooftop at Pier 17, and sponsorship agreements related to these venues. The Aviators and Las Vegas Ballpark .
The Seaport encompasses approximately 490,000 square feet of restaurant, retail, office and entertainment properties, as well as 21 residential units. It is one of the few multi-block neighborhoods in New York City largely under private management by a single owner.
It is one of the few multi-block neighborhoods in New York City largely under private management by a single owner.
In March 2022, we acquired a 25% interest in JG for $45.0 million. JG currently has over 60 hospitality offerings and a pipeline of new concepts. Under the terms of the current operating agreement, all cash distributions and the recognition of income-producing activities are pro rata based on stated ownership interest.
Under the terms of the current operating agreement, all cash distributions and the recognition of income-producing activities are pro rata based on stated ownership interest.
The Las Vegas Aviators operate in a competitive sports market, with rival teams competing for fan engagement, sponsorships and media attention.
These venues may offer different capacities, amenities or event types that could attract similar audiences, including large arenas and smaller intimate venues. The Las Vegas Aviators operate in a competitive sports market, with rival teams competing for fan engagement, sponsorships and media attention.
(2) Includes partial rent abatement of approximately $137,000 and $141,000 for the years ended December 31, 2023 and December 31, 2024, respectively, which is not expected to continue. ​ Hospitality . Hospitality represents our ownership interests in various food and beverage operating businesses.
(2) Includes partial rent abatement of approximately $141,000 and $145,000 for the years ended December 31, 2024 and December 31, 2025, respectively, which is not expected to continue. ​ Seasonality Our operations are highly seasonal and are significantly impacted by weather conditions.
Final remediation work on the site is complete, and we can commence construction of the new development at our discretion. ● 85 South Street – 85 South Street is an eight-story residential building with 21 multifamily units and approximately 5,500 square feet of ancillary leasable space.
Refer to Note 15 – Subsequent Events for additional details. ● 85 South Street – 85 South Street is an eight-story residential building with 21 multifamily units and approximately 5,500 square feet of ancillary leasable space.
In July 2022, high-end fashion brand Alexander Wang leased the entire third floor for its global fashion headquarters.
It is 100% leased to tenants including IPIC Theaters, which occupies 46,000 square feet and has a lease through 2035. In July 2022, high-end fashion brand Alexander Wang leased the entire third floor for its global fashion headquarters.
In addition to the concert venue, the building has five restaurants with renowned chefs including Jean-Georges and Andrew Carmellini, and three floors of unique space that can be utilized for retail, office and entertainment purposes. ● Tin Building – Across from Pier 17 is the Tin Building, a 54,000-square-foot culinary destination located on the site of the original Fulton Fish Market.
In 2025, The Rooftop’s Concert Series 11 Table of Contents sold approximately 190,000 tickets over 62 shows, representing 89% of available ticket inventory. In addition to the concert venue, the building has several restaurants with renowned chefs including Jean-Georges and Andrew Carmellini, and three floors of unique space that can be utilized for retail, office and entertainment purposes.
In each segment, we believe there are multiple opportunities to drive operational efficiencies and value creation over time. Landlord Operations . Landlord Operations represent our ownership interests in and operation of physical real estate assets. Currently, all Landlord Operations are located in the Seaport.
In each segment, we believe there are multiple opportunities to drive operational efficiencies and value creation over time. Hospitality . Hospitality represents our ownership interests in various food and beverage operating businesses and sponsorship agreements related to these businesses.
For additional information, see “Risk Factors—Risks Related to Our Business and Our Industry—We are exposed to risks associated with the development, redevelopment or construction of our properties, including the planned 12 Table of Contents redevelopment at 250 Water Street and intended development in connection with our Fashion Show Mall Air Rights.” ​ ​ ​ Seasonality Significant portions of our business are seasonal in nature, and the periods during which our properties experience higher revenues vary from property to property, depending primarily on their location, the customer base served and potential impacts due to weather and the timing of certain holidays.
For additional information, see “Risk Factors—Risks Related to Our Business and Our Industry—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.” 10 Table of Contents ​ Landlord Operations . Landlord Operations represent our ownership interests in and operation of physical real estate assets.
Within our Sponsorships, Events, and Entertainment segment, we compete with other entertainment venues, concert spaces and event venues in the New York City area, including those offering similar music, entertainment and public event programming. These venues may offer different capacities, amenities or event types that could attract similar audiences, including large arenas and smaller intimate venues.
Competitors range from established fine dining brands and local, independent restaurateurs to innovative new entrants offering unique dining experiences. 13 Table of Contents Within our Entertainment segment, we compete with other entertainment venues, concert spaces and event venues in the New York City area, including those offering similar music, entertainment and public event programming.
To achieve this objective, we are focused on delivering best-in-class experiences for our surrounding residents, customers and tenants across the three operating segments of our business: (1) Landlord Operations; (2) Hospitality; and (3) Sponsorships, Events, and Entertainment.
We primarily analyze our portfolio of assets through the lens of our three operating segments: (1) Hospitality, (2) Entertainment (previously Sponsorships, Events, and Entertainment), and (3) Landlord Operations, and are focused on realizing value for stockholders primarily through dedicated management of existing assets, expansion of partnerships, strategic acquisitions, and completion or monetization of development and redevelopment projects.
These businesses are all our tenants and are a part of our Landlord Operations. Jean-Georges Restaurants was founded by renowned Michelin-star chef Jean-Georges Vongerichten and operates over 60 hospitality offerings across the world. In March 2022, the Company acquired a 25% interest in Jean-Georges Restaurants for $45 million.
In March 2022, the Company acquired a 25% interest in JG for $45 million. ​ Descriptions of our joint venture agreements as of December 31, 2025 follows: ● Jean-Georges Restaurants. In March 2022, we acquired a 25% interest in JG for $45.0 million. JG currently has over 40 hospitality offerings and a pipeline of new concepts.
Removed
Our objective is to integrate our one-of-a-kind real estate assets with a variety of restaurant, retail and leisure offerings to form vibrant mixed-use destinations where our customers can work, play and socialize in one cohesive setting.
Added
On August 1, 2024, the Company’s common stock began trading on the NYSE American LLC (the “NYSE American”) under the symbol “SEG”.
Removed
In addition, the Company owns 250 Water Street, a one-acre development site directly adjacent to the Seaport, approved for 547,000 zoning square feet of market rate and affordable housing, office, retail and community-oriented gathering space.
Added
Our 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 redefines entertainment and hospitality.
Removed
We believe internalizing certain of our food and beverage operations will drive efficiency and enhance scalability across our portfolio. Expand the JG Partnership .
Added
On June 30, 2025, we terminated the Services Agreement and related management agreements to internalize the majority of our food and beverage operations for continued optimization of processes and costs. Expand the JG Partnership .
Removed
In 2024, The Rooftop’s Concert Series sold approximately 180,000 tickets over 60 shows, representing 86% of available ticket inventory. We are also planning to launch year-round concerts and events for The Rooftop at Pier 17 in the fourth quarter of 2025, utilizing a seasonal floor-to-ceiling glass enclosure for the winter months.
Added
We also have a 25% interest in JG. We aim to capitalize on opportunities in the food and beverage space to leverage growing consumer appetite for unique restaurant experiences as a catalyst to further expand the Company’s culinary footprint.
Removed
The total enclosed capacity will be approximately 3,000 guests, and each summer, The Rooftop will pivot back to hosting its open-air summer concerts with 3,500 total standing guest capacity.
Added
Our Hospitality-related period-over-period comparisons do not adjust for operational revisions to our asset strategies from period to period, such as opening or closing restaurant concepts or redirecting operations to use space for private events and/or concerts. JG was founded by renowned Michelin-star chef Jean-Georges Vongerichten and operates over 40 hospitality offerings and a pipeline of new concepts.
Removed
The property opened in September 2022 after undergoing an over $200 million, five-year renovation to reconstruct the building in collaboration with Jean-Georges and is leased to our 8 Table of Contents joint venture with a subsidiary of Jean-Georges.
Added
On June 30, 2025, the Company’s ownership interest in the Tin Building by Jean-Georges increased to 100% through the execution of certain membership interest transfers. See Note 2 – Investments in Unconsolidated Ventures for additional information. In February 2026, the Company entered into a lease of 100% of the Tin Building to a third-party tenant.
Removed
The building has three levels, offering a variety of culinary experiences, including restaurants, bars, grocery markets, retail and private dining. ● Fulton Market Building – The Fulton Market Building is a three-story, 115,000-square-foot mixed-use building. It is 100% leased to tenants including IPIC Theaters, which occupies 46,000 square feet and has a lease through 2035.
Added
In connection with the lease and the commencement of the Company’s landlord obligations, the Tin Building by Jean-Georges ceased operations in February 2026. Refer to Note 15 – Subsequent Events for additional information. ● The Lawn Club .
Removed
We believe 250 Water Street is a unique opportunity at the Seaport to redevelop this site into a vibrant mixed-use asset. Current project plans include an estimated 219,000 square feet of programmable/leasable commercial space and 399 multifamily units.
Added
In 2016, we formed Pier 17 Restaurant C101, LLC (“Ssäm Bar”) with MomoPier, LLC (“Momofuku”) to construct and operate a restaurant and bar at Pier 17 in the Seaport, which opened in 2019. The Company recognized its share of income or loss based on the joint venture’s distribution priorities, which could fluctuate over time.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeFor as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to: ● not being required to comply with the auditor attestation requirements of the assessment of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act; 42 Table of Contents ● exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and ● exemptions from the requirement of holding a non-binding advisory vote on executive compensation and stockholder approval on golden parachute compensation not previously approved.
Biggest changeUnder current applicable SEC rules, we will continue to be an emerging growth company until the earliest to occur of the following: ● the last day of the fiscal year in which our total annual gross revenues first meet or exceed $1.235 billion (as adjusted for inflation); ● the date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt; ● the last day of the fiscal year in which we have an aggregate worldwide market value of common stock held by non-affiliates of $700 million or more as of the last business day of our most recently completed second fiscal quarter; or ● the last day of the fiscal year following the fifth anniversary of the date of our separation from HHH. 45 Table of Contents For as long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies, including, but not limited to: ● not being required to comply with the auditor attestation requirements of the assessment of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act; ● exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies; ● reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and ● exemptions from the requirement of holding a non-binding advisory vote on executive compensation and stockholder approval on golden parachute compensation not previously approved.
We require substantial cash, and, in the event that our management team is unsuccessful in achieving its business plan quickly enough, we may be forced to change our business plan, dispose of assets and/or take other actions, which could materially adversely affect our financial condition and results of operations.
We require substantial cash, and, in the event that our management team is unsuccessful in achieving its business plan quickly enough, we may be forced to change our business plan, dispose of assets and/or take other actions, which could materially adversely affect our financial condition and results of operations.
Various local, state and federal statutes, ordinances, rules and regulations concerning building, health and safety, site and building design, environment, zoning, sales and similar matters apply to and/or affect the real estate development industry.
Various local, state and federal statutes, ordinances, rules and regulations concerning building, health and safety, site and building design, environment, zoning, sales and similar matters apply to and/or affect the real estate development industry.
The historical information about us prior to August 1, 2024 in this Annual Report refers to our business as operated by and integrated with HHH. Our historical financial information included in this Annual Report is derived from the consolidated financial statements and accounting records of HHH.
The historical information about us prior to August 1, 2024 in this Annual Report refers to our business as operated by and integrated with HHH. Our historical financial information prior to August 1, 2024 included in this Annual Report is derived from the consolidated financial statements and accounting records of HHH.
If Pershing Square’s ownership of our common stock increases to more than 50%, we would be considered a “controlled company” under the corporate governance rules of NYSE American, which would allow us to opt out of certain NYSE American corporate governance requirements, including the requirements that: (1) a majority of the board of directors consist of independent directors; (2) the compensation of our officers be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee that is composed entirely of independent directors; and (3) director nominees be selected or recommended by a majority of the independent directors or by a nominating committee composed solely of independent directors.
If Pershing Square’s ownership of our common stock increases to more than 50%, we would be considered a “controlled company” under the corporate governance rules of the NYSE, which would allow us to opt out of certain NYSE corporate governance requirements, including the requirements that: (1) a majority of the board of directors consist of independent directors; (2) the compensation of our officers be determined or recommended to the board of directors by a majority of its independent directors or by a compensation committee that is composed entirely of independent directors; and (3) director nominees be selected or recommended by a majority of the independent directors or by a nominating committee composed solely of independent directors.
Our inability to achieve positive cash flow from our current operating plans over time or to raise capital to cover anticipated shortfall would have a material adverse effect on our business, financial condition, results of operations and ability to implement our business plan, and could have a material adverse effect on our ability to meet our obligations as they become due, which could force us to change our business plans, dispose of assets and/or take other action in order to continue to operate.
Our inability to achieve positive cash flow from our current operating plans over time or to raise capital to cover any anticipated shortfall would have a material adverse effect on our business, financial condition, results of operations and ability to implement our business plan, and could have a material adverse effect on our ability to meet our obligations as they become due, which could force us to change our business plans, dispose of assets and/or take other action in order to continue to operate.
A future deficiency of this nature would adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities and our ability to satisfy our debt service obligations. Because real estate is illiquid, we may not be able to sell properties when in our best interest. ​ Real estate investments generally cannot be sold quickly.
A future deficiency of this nature would adversely impact our financial condition, results of operations, cash flows, the trading price of our securities and our ability to satisfy our debt service obligations. Because real estate is illiquid, we may not be able to sell properties when in our best interest. ​ Real estate investments generally cannot be sold quickly.
If the average rental rates for our properties decrease, existing tenants do not renew their leases, vacant space is not leased or available space is not re-leased as leases expire, our financial condition, results of operations, cash flows, the quoted trading price of our securities and our ability to satisfy our debt service obligations at the affected properties could be adversely affected.
If the average rental rates for our properties decrease, existing tenants do not renew their leases, vacant space is not leased or available space is not re-leased as leases expire, our financial condition, results of operations, cash flows, the trading price of our securities and our ability to satisfy our debt service obligations at the affected properties could be adversely affected.
We must compete with these other sports teams and sporting events, in varying respects and degrees, including on the basis of the quality of the teams we field, its success in the leagues in which it competes, our ability to provide an entertaining environment at our games, prices we charge for tickets and the viewing availability of our team’s games on multiple media alternatives.
We must compete with these other sports teams and sporting events, in varying respects and degrees, including on the basis of the quality of the team we field, its success in the leagues in which it competes, our ability to provide an entertaining environment at our games, prices we charge for tickets and the viewing availability of our team’s games on multiple media alternatives.
Similarly, any future exercise our right to develop, together with an interest in and to 80% of, the air rights above the Fashion Show mall would require, among other things, numerous approvals, and would likely involve an extensive process with substantial costs, and no assurance can be given that we would be successful in obtaining the necessary approvals to develop such rights.
Any future exercise our right to develop, together with an interest in and to 80% of, the air rights above the Fashion Show mall would require, among other things, numerous approvals, and would likely involve an extensive process with substantial costs, and no assurance can be given that we would be successful in obtaining the necessary approvals to develop such rights.
This indebtedness, and any future indebtedness could have the following consequences: ● limiting our ability to obtain additional financing to fund future working capital, capital expenditures, debt service requirements, execution of our business strategy or finance other general corporate requirements; ● requiring us to make non-strategic divestitures, particularly when the availability of financing in the capital markets is limited; ● requiring a substantial portion of our cash flow to be allocated to debt service payments instead of other business purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions, dividends and other general corporate purposes; ● increasing our vulnerability to general adverse economic and industry conditions, including decreases in the market value of pledged assets as well as increases in interest rates, particularly with respect to any variable rate indebtedness; ● limiting our ability to capitalize on business opportunities, reinvest in and develop properties and to react to competitive pressures and adverse changes in government regulations; 31 Table of Contents ● placing us at a disadvantage compared to other less leveraged competitors; ● limiting our ability, or increasing the costs, to refinance our indebtedness; ● restricting our ability to operate our business due to certain restrictions in the debt agreements; and ● resulting in an event of default if we fail to satisfy our obligations under our indebtedness, which default could result in all or part of our indebtedness becoming immediately due and payable and, in the case of any secured debt, could permit the lenders to foreclose on our assets securing such debt.
This indebtedness, and any future indebtedness we incur in the future could have the following consequences: ● limiting our ability to obtain additional financing to fund future working capital, capital expenditures, debt service requirements, execution of our business strategy or finance other general corporate requirements; ● requiring us to make non-strategic divestitures, particularly when the availability of financing in the capital markets is limited; ● requiring a substantial portion of our cash flow to be allocated to debt service payments instead of other business purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions, dividends and other general corporate purposes; ● increasing our vulnerability to general adverse economic and industry conditions, including decreases in the market value of pledged assets as well as increases in interest rates, particularly with respect to any variable rate indebtedness; ● limiting our ability to capitalize on business opportunities, reinvest in and develop properties and to react to competitive pressures and adverse changes in government regulations; 33 Table of Contents ● placing us at a disadvantage compared to other less leveraged competitors; ● limiting our ability, or increasing the costs, to refinance our indebtedness; ● restricting our ability to operate our business due to certain restrictions in the debt agreements; and ● resulting in an event of default if we fail to satisfy our obligations under our indebtedness, which default could result in all or part of our indebtedness becoming immediately due and payable and, in the case of any secured debt, could permit the lenders to foreclose on our assets securing such debt.
As a company conducting business with physical operations in the United States, we are exposed, both directly and indirectly, to the effects of changes in U.S., state and local tax rules. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules.
As a company conducting business with physical operations in the United States, we are exposed, both directly and indirectly, to the effects of changes in U.S. federal, state and local tax rules. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules.
Our Sponsorship, Events, and Entertainment and Hospitality segments were significantly impacted by measures put in place by New York City that were intended to control the spread of disease, including mandated closures and restrictions upon opening, and the timing of the peak of the pandemic resulted in the full cancellation of our Summer Concert Series in 2020.
Our Entertainment (previously Sponsorship, Events, and Entertainment) and Hospitality segments were significantly impacted by measures put in place by New York City that were intended to control the spread of disease, including mandated closures and restrictions upon opening, and the timing of the peak of the pandemic resulted in the full cancellation of our Summer Concert Series in 2020.
If any potential business opportunity is expressly presented to a director exclusively in his or her director capacity, the director will not be permitted to pursue the opportunity, directly or indirectly through a controlled affiliate in which the director has an ownership interest, without the approval of the independent members of our board of directors.
If any potential business opportunity is expressly presented to a director exclusively in his or her director capacity, the director will not be permitted to pursue the opportunity, directly or indirectly through a controlled affiliate in which the director has an ownership interest, without the approval of a majority of the independent members of our board of directors.
To comply with the policies of MLB, our Certificate of Incorporation provides that, as long as we have an ownership interest in the professional baseball club currently known as the Aviators, and subject to certain exceptions, no person may acquire shares of our common stock if, after such acquisition, that person would (i) own at least 50% of the outstanding shares of our common stock or at least 50% of the total voting power of our then-outstanding securities entitled to vote generally in the election of directors or (ii) have the ability to appoint at least a majority of the members of our board, unless, in each case, such person is approved by MLB or qualifies as an exempt person (which includes Pershing Square or any person approved by MLB as the “control person” of the Aviators).
To comply with the policies of MLB, our Amended and Restated Certificate of Incorporation provides that, as long as we have an ownership interest in the professional baseball club currently known as the Aviators, and subject to certain exceptions, no person may acquire shares of our common stock if, after such acquisition, that person would (i) own at least 50% of the outstanding shares of our common stock or at least 50% of the total voting power of our then-outstanding securities entitled to vote generally in the election of directors or (ii) have the ability to appoint at least a majority of the members of our board, unless, in each case, such person is approved by MLB or qualifies as an exempt person (which includes Pershing Square or any person approved by MLB as the “control person” of the Aviators).
In many instances we do not exercise control over decisions made with respect to our joint ventures or their assets, and decisions may be made that are detrimental to our interests. Furthermore, we have made, and expect to continue to seek to make, investments in unconsolidated ventures that we do not control and account for under the equity method.
In many instances we do not exercise control over decisions made with respect to our joint ventures or their assets, and decisions may be made that are detrimental to our interests. Furthermore, we have made, and expect to continue to make, investments in unconsolidated ventures that we do not control and account for under the equity method.
The success of our assets in the Las Vegas area may also be negatively impacted by changes in temperature due to climate change, increased stress on water supplies caused by climate change and population growth and other factors over which we have no control.
The success of our assets and operations in the Las Vegas area may also be negatively impacted by changes in temperature due to climate change, increased stress on water supplies caused by climate change and population growth and other factors over which we have no control.
The taxing rules of the various jurisdictions in which we operate or do business often are complex and subject to varying interpretations. Tax authorities may challenge tax positions that we take or historically have taken and may assess taxes where we have not made tax filings or may audit the tax filings we have made and assess additional taxes.
The tax rules of the various jurisdictions in which we operate or do business often are complex and subject to varying interpretations. Tax authorities may challenge tax positions that we take or historically have taken and may assess taxes where we have not made tax filings or may audit the tax filings we have made and assess additional taxes.
Any such defaults could materially impair our financial condition and liquidity. In addition, if the lenders under any of our debt agreements or other obligations accelerate the maturity of those obligations, we cannot assure that we will have sufficient assets to satisfy our obligations under such obligations.
Any such defaults could materially impair our financial condition and liquidity. In addition, if the lenders under any of our debt agreements or other obligations accelerate the maturity of those obligations, we cannot assure you that we will have sufficient assets to satisfy our obligations under such obligations.
Further, our assets in the Las Vegas area are to some degree dependent on the gaming industry, which could be adversely affected by changes in consumer trends and preferences and other factors over which we have no control.
Further, our assets and operations in the Las Vegas area are to some degree dependent on the gaming industry, which could be adversely affected by changes in consumer trends and preferences and other factors over which we have no control.
The competitive position of the Aviators depends primarily on the Athletics’ ability to obtain, develop and retain talented players, coaches and team executives, for whom it competes with other MLB team and over which the Aviators have no control.
The competitive position of the Aviators depends primarily on the Athletics’ ability to obtain, develop and retain talented players, coaches and team executives, for whom it competes with other MLB teams and over which the Aviators have no control.
While we do not have any customer or direct supplier relationships in these regions, the current military conflict, and related sanctions, as well as export controls or actions that may be initiated by nations (e.g., potential cyberattacks, disruption of energy flows, etc.) and other potential uncertainties could adversely affect our supply chain by causing shortages or increases in costs for materials necessary for construction and/or increases to the price of gasoline and other fuels.
While we do not have any customer or direct supplier relationships in these regions, the current military conflicts, and related sanctions, as well as export controls or actions that may be initiated by nations (e.g., potential cyberattacks, disruption of energy flows, etc.) and other potential uncertainties could adversely affect our supply chain by causing shortages or increases in costs for materials necessary for construction and/or increases to the price of gasoline and other fuels.
Similarly, in Las Vegas, we are significantly impacted by the baseball season, with a significant portion of our Sponsorship, Events, and Entertainment segment revenue generated between April and September.
Similarly, in Las Vegas, we are significantly impacted by the baseball season, with a significant portion of our Entertainment (previously Sponsorship, Events, and Entertainment) segment revenue generated between April and September.
Our business could be adversely affected by unstable economic and political conditions within the U.S. and foreign jurisdictions and geopolitical conflicts, such as the conflicts between Russia and Ukraine, and in the Middle East.
Our business could be adversely affected by unstable economic and political conditions within the U.S. and foreign jurisdictions and geopolitical conflicts, such as the conflicts in Venezuela, between Russia and Ukraine, and in the Middle East.
Anti-takeover provisions in our 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. ​ Our Certificate of Incorporation, our Bylaws, the Investor Rights Agreement and Delaware law, among other things, contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors.
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. ​ Our Amended and Restated Certificate of Incorporation, our Bylaws, the Investor Rights Agreement and Delaware law, among other things, contain provisions that could have the effect of rendering more difficult, delaying or preventing an acquisition deemed undesirable by our board of directors.
The tax matters agreement also restricts our ability to take or fail to take any action if such action or failure to act could adversely affect the intended tax treatment, except that we are generally not prohibited from entering into equity transactions that result in corporate-level taxable gain to HHH under Section 355(e) of the Code.
The tax matters agreement also restricts our ability to take or fail to take any action if such action or failure to act could adversely affect the intended tax treatment of the Spin-Off, except that we are generally not prohibited from entering into equity transactions that result in corporate-level taxable gain to HHH under Section 355(e) of the Code.
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. 17 Table of Contents Risks Related to Our Business and Our Industry Our portfolio has experienced, and is expected to continue to experience, significant negative operating cash flow for the foreseeable future, along with net losses.
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. 17 Table of Contents Risks Related to Our Business and Our Industry Our portfolio has experienced, and is expected to continue to experience for the foreseeable future, significant negative operating cash flow and net losses.
Such increased competition could have a negative impact on the local Las Vegas economy and result in an adverse effect on our assets in the Las Vegas area.
Such increased competition could have a negative impact on the local Las Vegas economy and result in an adverse effect on our assets and operations in the Las Vegas area.
Whether such events are caused or exacerbated by global climate changes or other factors, our properties in Manhattan, a coastal region, could be affected by increases in sea levels, the frequency or severity of hurricanes and tropical storms, or environmental disasters, and our properties in the Las Vegas area could be negatively impacted by changes in temperature or increased stress on water supplies.
Whether such events are caused or exacerbated by global climate changes or other factors, our assets in Manhattan, a coastal region, could be affected by increases in sea levels, the frequency or severity of hurricanes and tropical storms, or environmental disasters, and our assets in the Las Vegas area could be negatively impacted by changes in temperature or increased stress on water supplies.
Future actual or threatened terrorist attacks or other acts of violence or civil unrest in the areas in which we conduct our business, or the perception of a heightened threat of such risks, may result in reduced economic activity, which could harm the demand for goods and services offered by tenants, revenue from our properties and the success of our entertainment offerings.
Future actual or threatened terrorist attacks or other acts of violence or civil unrest in the areas in which we conduct our business, or the perception of a heightened threat of such risks, may result in reduced economic activity, which could harm the demand for goods and services offered by tenants, revenue from our assets and the success of our entertainment offerings.
A tenant may experience a downturn in its business, due to a variety of factors including rising inflation or interest rates or supply chain issues, including those potentially caused from global trade uncertainty or tariffs, which may weaken its financial condition and result in its failure to make timely rental payments or result in defaults under our leases.
A tenant may experience a downturn in its business, due to a variety of factors including inflation, higher interest rates or supply chain issues, including those potentially caused from global trade uncertainty or tariffs, which may weaken its financial condition and result in its failure to make timely rental payments or result in defaults under our leases.
If we fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, our business, operating results and financial condition could be adversely affected. We may have received better terms from unaffiliated third parties than the terms we will receive in our agreements with HHH.
If we fail to achieve some or all of the benefits expected to result from the separation, or if such benefits are delayed, our business, operating results and financial condition could be adversely affected. We may have received better terms from unaffiliated third parties than the terms we received in our agreements with HHH.
For example, our Certificate of Incorporation and Bylaws contain the following limitations: ● the inability of our stockholders to act by written consent; ● restrictions on the ability of stockholders to call a special meeting without 20% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of our directors; ● requirements stockholders must comply with for nominating individuals for election as directors or for proposing business to be considered at stockholder meetings; ● the right of our board of directors to issue preferred stock without stockholder approval; ● a requirement that, to the fullest extent permitted by law, certain proceedings against or involving us or our directors or officers be brought exclusively in the Court of Chancery in the State of Delaware; ● that certain provisions may be amended only by the affirmative vote of at least 66 2/3% of the shares of common stock entitled to vote generally in the election of directors; and ● the limitations described in “—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.
For example, our Amended and Restated Certificate of Incorporation and Bylaws contain the following limitations: ● the inability of our stockholders to act by written consent; ● restrictions on the ability of stockholders to call a special meeting without 20% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of our directors; ● requirements stockholders must comply with for nominating individuals for election as directors or for proposing business to be considered at stockholder meetings; ● the right of our board of directors to issue preferred stock without stockholder approval; ● a requirement that, to the fullest extent permitted by law, certain proceedings against or involving us or our directors or officers be brought exclusively in the Court of Chancery in the State of Delaware; ● that certain provisions may be amended only by the affirmative vote of at least 66 2/3% of the shares of common stock entitled to vote thereon, voting together as a single class; and ● the limitations described in “—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.” On October 17, 2024, we entered into the Investor Rights Agreement with Pershing Square, pursuant to which Pershing Square is entitled to designate at least one individual as a nominee for election to our board of directors as long as it owns at least 10% of the total outstanding shares of our common stock.
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.” 47 Table of Contents On October 17, 2024, we entered into the Investor Rights Agreement with Pershing Square, pursuant to which Pershing Square is entitled to designate at least one individual as a nominee for election to our board of directors as long as it owns at least 10% of the total outstanding shares of our common stock.
Our development, redevelopment and construction activities, including at 250 Water Street and in connection with our Fashion Show Mall Air Rights, expose us to risks such as: ● inability to obtain construction financing for the development or redevelopment of properties; ● inability to obtain or renew permits or approvals, and the continued effectiveness of permits already granted or approvals already obtained; 23 Table of Contents ● increased construction costs for a project that exceeded our original estimates due to increases in materials, labor or other costs, which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increased construction costs; ● supply chain issues and increased difficulty for workforce recruitment which may lead to construction delays and increased project development costs; ● costs and delays associated with compliance with legal and regulatory requirements; ● claims for construction defects after a property has been developed; ● poor performance or nonperformance by any of our joint venture partners or other third parties on whom we rely; ● health and safety incidents and site accidents; ● compliance with environmental laws and land use controls; ● easement restrictions which may impact our development costs and timing; ● compliance with building codes and other local regulations; ● delays and increased expenses as a result of legal challenges, whether brought by governmental authorities, our competitors, local residents or private parties; ● changes to tax rules, regulations and/or incentives; and ● the inability to secure tenants necessary to support commercial projects.
Our development, redevelopment and construction activities, including in connection with our Fashion Show Mall Air Rights, expose us to risks such as: ● inability to obtain construction financing for the development or redevelopment of properties; ● inability to obtain or renew permits or approvals, and the continued effectiveness of permits already granted or approvals already obtained; ● increased construction costs for a project that exceeded our original estimates due to increases in materials, labor or other costs, which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increased construction costs; ● supply chain issues and increased difficulty for workforce recruitment which may lead to construction delays and increased project development costs; ● costs and delays associated with compliance with legal and regulatory requirements; ● claims for construction defects after a property has been developed; ● poor performance or nonperformance by any of our joint venture partners or other third parties on whom we rely; ● health and safety incidents and site accidents; ● compliance with environmental laws and land use controls; ● easement restrictions which may impact our development costs and timing; ● compliance with building codes and other local regulations; ● delays and increased expenses as a result of legal challenges, whether brought by governmental authorities, our competitors, local residents or private parties; ● changes to tax rules, regulations and/or incentives; and ● the inability to secure tenants necessary to support commercial projects.
Any such incidents could cause material physical or reputational damage to our properties and business or destruction or loss, and the availability of insurance for such incidents, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations.
Any such incidents could cause material physical or reputational damage to our assets and business or destruction or loss, and the availability of insurance for such incidents, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations.
Our Code 26 Table of Contents of Business Conduct and Ethics expressly provides, as permitted by Section 122(17) of the Delaware General Corporation Law (the “DGCL”), that our non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify us of any opportunities that may arise in connection therewith, even if the opportunities are complementary to our businesses, provided that such opportunities are not in direct competition with our businesses.
Our Code of Business Conduct and Ethics expressly provides, as permitted by Section 122(17) of the Delaware General Corporation Law (the “DGCL”), that our non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify us of any opportunities that may arise in connection therewith, even if the opportunities are complementary to our businesses, provided that such opportunities are not in direct competition with our businesses.
Many of the entities operating competing businesses are larger and have greater financial resources, have been in business longer, or have greater name recognition, and as a result may be able to invest greater resources than we can in attracting consumers to our properties.
Many of the entities operating competing businesses are larger and have greater financial resources, have been in business longer, or have greater name recognition, and as a result may be able to invest greater resources than we can in attracting consumers.
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including land-based casinos, video lottery, sweepstakes and poker machines, many of which are located outside of Las Vegas.
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including online gaming platforms, online and land-based casinos, video lottery, sweepstakes and poker machines, many of which are located outside of Las Vegas.
We also may not be able to identify and attract partners who want to conduct business in the locations where our properties are located or may be located in the future, and who have the assets, reputation or other characteristics that would enhance our growth strategies.
We also may not be able to identify and attract partners who want to conduct business in the locations where our operations are located or may be located in the future, and who have the assets, reputation or other characteristics that would enhance our growth strategies.
Despite these steps, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls and procedures, will be fully implemented, complied with or effective in protecting our systems and information, and that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems or that any such incident will be discovered in a timely manner.
There can be no assurance that our cybersecurity risk management program and processes, including our policies, controls and procedures, will be fully implemented, complied with or effective in protecting our systems and information, and that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems or that any such incident will be discovered in a timely manner.
As a result of climate change, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage or a decrease in demand for our properties located in the areas affected by these conditions.
As a result of climate change, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage or a decrease in demand for our assets located in the areas affected by these conditions.
Terrorist activities or other acts of violence or civil unrest, or the perception of a heightened threat of such risks, also could directly affect the value of our properties and events—particularly because they are open to the public.
Terrorist activities or other acts of violence or civil unrest, or the perception of a heightened threat of such risks, also could directly affect the value of our assets and events—particularly because they are open to the public.
In addition, many state and local governments are adopting or considering adopting regulations requiring that property owners and developers include in their development or redevelopment plans resiliency measures to address climate-change or other environmental or social risks. We may be required to incur substantial costs if such regulations apply to any of our properties.
In addition, many state and local governments are adopting or considering adopting regulations requiring that property owners and developers include in their development or 22 Table of Contents redevelopment plans resiliency measures to address climate-change or other environmental or social risks. We may be required to incur substantial costs if such regulations apply to any of our properties.
In addition, our Certificate of Incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred shares having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as the Board generally may determine.
In addition, our Amended and Restated Certificate of Incorporation authorizes us to issue, without the approval of our stockholders, one or more classes or series of preferred shares having such designation, powers, preferences and relative, participating, optional and other special rights, including preferences over our common stock respecting dividends and distributions, as our board of directors generally may determine.
We may also incur costs for certain functions previously performed by HHH, such as accounting, tax, legal, human resources and other general administrative functions that are higher than the amounts reflected in our historical financial statements, which could impact our cash flows profitability; · certain costs and liabilities that were less significant to HHH prior to the separation are more significant for us as a separate company after the separation; · following the separation, our business is less diversified than HHH’s businesses prior to the separation; we have and will continue to incur costs in connection with our transition to being a separate, publicly traded company that may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel and costs to separate information systems; and · following the separation, we are more susceptible to market fluctuations and other adverse events than if we were still a part of HHH.
We may also incur costs for certain functions previously performed by HHH, such as accounting, tax, legal, human resources and other general administrative functions that are higher than the amounts reflected in our historical financial statements for periods prior to the separation, which could impact our cash flows profitability; 42 Table of Contents · certain costs and liabilities that were less significant to HHH prior to the separation are more significant for us as a separate company after the separation; · following the separation, our business is less diversified than HHH’s businesses prior to the separation; we have and will continue to incur costs in connection with our transition to being a separate, publicly traded company including accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel and costs to separate information systems; and · following the separation, we are more susceptible to market fluctuations and other adverse events than if we were still a part of HHH.
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. As of December 31, 2024, Pershing Square Capital Management, L.P.
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. As of December 31, 2025, Pershing Square Capital Management, L.P.
Water and electricity shortages could have an adverse effect on our business, financial condition and results of operations. Drought conditions and increased temperature—particularly in Las Vegas—could cause our assets to experience water and electricity shortages.
Water and electricity shortages could have an adverse effect on our business, financial condition and results of operations. Drought conditions and increased temperatures—particularly in Las Vegas—could cause our assets to experience water and electricity shortages.
In addition, actions by a partner may subject property owned by the joint venture to liabilities greater than those contemplated by the joint venture agreements, be contrary to our instructions or requests or result in adverse consequences.
In addition, actions by a partner may subject assets owned by the joint venture to liabilities greater than those contemplated by the joint venture agreements, be contrary to our instructions or requests or result in adverse consequences.
These restrictions limit our ability, or the ability of certain of our subsidiaries, to, among other things: ● incur indebtedness or issue equity; ● create certain liens; ● pay dividends on, redeem or repurchase capital stock or make other restricted payments; ● make investments; ● consolidate, merge or transfer all, or substantially all, of our assets; ● sell-transfer, exchange, assign, pledge or otherwise dispose of equity; 32 Table of Contents ● enter into or amend lease or other agreements or transactions without consent; ● enter into transactions with our affiliates; and ● create, organize or establish subsidiaries.
These restrictions limit our ability to, among other things: ● incur indebtedness or issue equity; ● create certain liens; ● pay dividends on, redeem or repurchase capital stock or make other restricted payments; ● make investments; ● consolidate, merge or transfer all, or substantially all, of our assets; ● sell-transfer, exchange, assign, pledge or otherwise dispose of equity; ● enter into or amend lease or other agreements or transactions without consent; ● enter into transactions with our affiliates; and ● create, organize or establish subsidiaries.
Moreover, various policymakers, including the State of New York, have adopted or are considering adopting laws requiring disclosure of certain climate-related information, which may require additional costs for us to 21 Table of Contents comply. However stakeholder, including regulator, expectations are not uniform and, at times, conflict.
Moreover, various policymakers, including the State of New York, have adopted or are considering adopting laws requiring disclosure of certain climate-related information, which may require additional costs for us to comply. However stakeholder, including regulator, expectations are not uniform and, at times, conflict.
Consumer spending has in the past declined, and may in the future decline at any time, for reasons beyond our control, including as a result of economic downturns or recessions, unemployment and consumer income levels, financial market volatility, credit conditions and availability, inflation, rising interest rates, tariffs, increases in theft or other crime, pandemics or other public health concerns and changes in consumer preferences.
Consumer spending has in the past declined, and may in the future decline at any time, for reasons beyond our control, including as a result of economic downturns or recessions, unemployment and consumer income levels, financial market volatility, credit conditions and availability, inflation, rising or elevated interest rates, tariffs and international trade policy, increases in theft or other crime, pandemics or other public health concerns and changes in consumer preferences.
The ability of several of our properties, including JG, and some of our tenants to maintain consistent quality service depends in part on their ability to acquire fresh, quality products from reliable sources.
The ability of several of our assets, including JG, and some of our tenants to maintain consistent quality service depends in part on their ability to acquire fresh, quality products from reliable sources.
In connection with the Spin-Off, HHH received an opinion of Latham & Watkins LLP, tax counsel to HHH, regarding the qualification of the distribution as a distribution under Section 355 of the Code.
In connection with the Spin-Off, HHH received an opinion of Latham & Watkins LLP, tax counsel to HHH, regarding the qualification of the distribution as a tax-free transaction under Section 355 of the Code.
If we increase the size of the board to larger than five directors, the Investor Rights Agreement entitles Pershing Square to nominate individuals representing at least 20% of the total number of our directors, which could allow Pershing Square to exercise additional influence over certain 44 Table of Contents of our corporate and governance matters.
If we increase the size of the board to larger than five directors, the Investor Rights Agreement entitles Pershing Square to nominate individuals representing at least 20% of the total number of our directors, which could allow Pershing Square to exercise additional influence over certain of our corporate and governance matters.
In some instances, even if we have complied with applicable laws, regulations and terms of contracts, an adverse judgment or outcome may occur based on other applicable laws or principles of common law, including negligence and strict liability, and result in significant liability and reputational damage for us.
In some instances, even if we have complied with applicable laws, regulations and terms of contracts, an 49 Table of Contents adverse judgment or outcome may occur based on other applicable laws or principles of common law, including negligence and strict liability, and result in significant liability and reputational damage for us.
Our business also competes with other leisure-time activities and entertainment options in the Las Vegas metropolitan area, such as television, motion pictures, concerts, music festivals and other live performances, restaurants and nightlife venues, casinos, the internet, social media and social networking platforms and online and mobile services, including sites for online content distribution, video on demand and other alternative sources of entertainment.
Our business also competes with other leisure-time activities and entertainment options in the Las Vegas metropolitan area, such as television, motion pictures, concerts, music festivals and other live performances, restaurants and nightlife venues, casinos, 31 Table of Contents the internet, social media and social networking platforms and online and mobile services, including sites for online content distribution and online gambling, video on demand and other alternative sources of entertainment.
Federal and state laws 35 Table of Contents also regulate the operation and removal of underground storage tanks. In connection with our ownership, operation and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.
Federal and state laws also regulate the operation and removal of underground storage tanks. In connection with our ownership, operation and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.
Risks Related to Our Business and Our Industry ● Our portfolio has experienced, and is expected to continue to experience, significant negative operating cash flow for the foreseeable future, along with net losses.
Risks Related to Our Business and Our Industry ● Our portfolio has experienced, and is expected to continue to experience for the foreseeable future, significant negative operating cash flow and net losses.
Several of our properties 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.
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.
The board designation and related rights are also contained in our Certificate of Incorporation. In addition, we are a Delaware corporation, and Section 203 of the DGCL applies to us.
The board designation and related rights are also contained in our Amended and Restated Certificate of Incorporation. In addition, we are a Delaware corporation, and Section 203 of the DGCL applies to us.
The market price of our common stock may fluctuate significantly due to a number of factors, some of which may be beyond our control and/or unrelated to our operating performance, including: ● our quarterly or annual earnings, or those of other companies in our industry; 41 Table of Contents ● the failure of securities analysts to cover our common stock; ● actual or anticipated fluctuations in our operating results; ● changes in earnings estimated by securities analysts or our ability to meet those estimates; ● the operating and stock price performance of other comparable companies; ● publication of research reports about our industry; ● announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments; ● changes to the regulatory and legal environment in which we operate; ● changes in interest or inflation rates; ● overall market fluctuations and domestic and worldwide economic conditions; and ● other factors described in this “Risk Factors” section and elsewhere in this Annual Report.
The market price of our common stock may fluctuate 44 Table of Contents significantly due to a number of factors, some of which may be beyond our control and/or unrelated to our operating performance, including: ● our quarterly or annual earnings, or those of other companies in our industry; ● the failure of securities analysts to cover our common stock; ● actual or anticipated fluctuations in our operating results; ● changes in earnings estimates by securities analysts or our ability to meet those estimates; ● the operating and stock price performance of other comparable companies; ● publication of research reports about our industry; ● announcements by us or our competitors of significant contracts (or amendments thereto or terminations thereof), acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments; ● changes to the regulatory and legal environment in which we operate; ● changes in interest or inflation rates; ● overall market fluctuations and domestic and worldwide economic conditions; and ● other factors described in this “Risk Factors” section and elsewhere in this Annual Report.
There is also a risk of data loss in the process of transferring information technology. As a result of our reliance on information technology systems, the cost of such information technology integration and transfer and any such loss of key data could have an adverse effect on our business, financial condition and results of operations.
There is also a risk of data loss in the process of transferring information technology. As a result of our reliance on information 43 Table of Contents technology systems, the cost of such information technology integration and transfer and any such loss of key data could have an adverse effect on our business, financial condition and results of operations.
If the relevant joint venture through which we have invested in a property has incurred recourse obligations, the discharge in bankruptcy of one of the other partners might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.
If the relevant joint venture through which we have invested in an asset has incurred recourse obligations, the discharge in bankruptcy of one of the other partners might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.
See “—Risks Related to Our Common Stock—Anti-takeover provisions in our 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.” This concentration of ownership, and the potential for further concentration of ownership, of our outstanding common stock held by Pershing Square, as well as its rights under the Investor Rights Agreement and the Certificate of Incorporation, will potentially make some transactions more difficult or impossible without its support.
See “—Risks Related to Our Common Stock—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.” This concentration of ownership, and the potential for further concentration of ownership, of our outstanding common stock held by Pershing Square, as well as its rights under the Investor Rights Agreement and the Amended and Restated Certificate of Incorporation, could make certain transactions more difficult or impossible without its support.
MLB and MLB PDL have also asserted control over other important decisions, such as the length and format of, and the number of games in, the playing season, preseason and playoff schedules, admission of new members, franchise relocations, labor relations with the players associations, etc.
MLB and MLB PDL have also asserted control over other important decisions, such as the length and 32 Table of Contents format of, and the number of games in, the playing season, preseason and playoff schedules, admission of new members, franchise relocations, labor relations with the players associations, etc.
Accordingly, the historical financial information included in this Annual Report does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly traded company during the periods presented or those that we will achieve in the future primarily as a result of the factors described below: ● prior to the separation, our business was operated by HHH as part of its broader corporate organization, rather than as a separate, publicly traded company.
Accordingly, the historical financial information prior to August 1, 2024 included in this Annual Report does not necessarily reflect the financial condition, results of operations or cash flows that we would have achieved as a separate, publicly traded company during such periods or those that we will achieve in the future primarily as a result of the factors described below: ● prior to the separation, our business was operated by HHH as part of its broader corporate organization, rather than as a separate, publicly traded company.
In addition, such person’s right to receive the net proceeds of the sale, as well as any dividends or other distributions to which such person would otherwise be entitled, will be subject to their compliance with the applicable mechanics included in the Certificate of Incorporation.
In addition, such person’s right to receive the net proceeds of the sale, as well as any dividends or other distributions to which such person would otherwise be entitled, will be subject to their compliance with the applicable mechanics included in the Amended and Restated Certificate of Incorporation.
Under the tax matters agreement that we have entered into with HHH, we are generally required to indemnify HHH against taxes incurred by HHH that arise as a result of certain acts or omissions by us, inaccuracies, misrepresentations or misstatements relating to us or events involving our stock or assets that prevent the distribution from qualifying as a distribution under Section 355 of the Code, except that we will generally not bear any such taxes resulting from corporate-level taxable gain to HHH under Section 355(e) of the Code.
Under the tax matters agreement that we have entered into with HHH, we are generally required to indemnify HHH against taxes incurred by HHH that arise as a result of certain acts or omissions by us, inaccuracies, misrepresentations or misstatements relating to us or events involving our stock or assets relating to the qualification of the distribution as a tax-free transaction under Section 355 of the Code, except that we will generally not bear any such taxes resulting from corporate-level taxable gain to HHH under Section 355(e) of the Code.
Although we entered into transition agreements with HHH, these arrangements may not fully capture the benefits that we enjoyed as a result of being integrated with HHH and may result in us paying higher charges than in the past for these services.
Although we 40 Table of Contents entered into transition agreements with HHH, these arrangements may not fully capture the benefits that we enjoyed as a result of being integrated with HHH and may result in us paying higher charges than in the past for these services.
We may hire and supervise third-party contractors to provide construction, engineering and various other services for wholly-owned development projects or development projects undertaken by real estate ventures in which we hold an equity interest. Certain of these contracts are structured such that we are the principal rather than the agent.
Our development projects may subject us to certain liabilities. We may hire and supervise third-party contractors to provide construction, engineering and various other services for wholly-owned development projects or development projects undertaken by real estate ventures in which we hold an equity interest. Certain of these contracts are structured such that we are the principal rather than the agent.
See “—Risks Related to the Separation From and Our Relationship with HHH.” ​ 18 Table of Contents Our business is dependent on discretionary consumer spending patterns and, as a result, could be materially, adversely impacted by an economic downturn, recession, financial instability, inflation or changes in consumer tastes and preferences.
See “—Risks Related to the Separation From and Our Relationship with HHH.” ​ 18 Table of Contents Our business depends in part on discretionary consumer spending patterns and, as a result, could be materially, adversely impacted by an economic downturn, recession, financial instability, inflation or changes in consumer tastes and preferences.
Moreover, these properties may be affected by risks such as acts of terrorism and natural disasters, including major wildfires, floods, droughts and heat waves, as well as severe or inclement weather, which could also decrease tourism activity.
Moreover, these assets and operations may be affected by risks such as acts of terrorism and natural disasters, including major wildfires, floods, droughts and heat waves, as well as severe or inclement weather, which could also decrease tourism activity.
The success of our baseball operations relies heavily on ticket sales and attendance figures. Attendance further impacts our concession and merchandise revenue and indirectly influences the number of events hosted at the Las Vegas Ballpark, as well as sponsor growth and engagement.
The success of our baseball operations relies heavily on ticket sales and attendance figures. Attendance further impacts our concession and merchandise revenue and indirectly influences the number of 30 Table of Contents events hosted at the Las Vegas Ballpark, as well as sponsor growth and engagement.
Additionally, we have granted a waiver of the applicability of the provisions of Section 203 of the DGCL such that Pershing Square, which owned approximately 39.5% of the outstanding shares of our common stock as of December 31, 2024, may increase its position in our common stock without being subject to Section 203’s restrictions on business combinations.
Additionally, we have granted a waiver of the applicability of the provisions of Section 203 of the DGCL such that Pershing Square, which owned approximately 39.3% of the outstanding shares of our common stock as of December 31, 2025, may increase its position in our common stock without being subject to Section 203’s restrictions on business combinations.
Our properties are located in areas which are subject to natural or other disasters, including hurricanes, floods, wildfires, heat waves and droughts. We cannot predict the extent of damage that may result from such adverse weather events, which depend on a variety of factors beyond our control.
Some of our assets are subject to potential natural or other disasters. Our assets are located in areas which are subject to natural or other disasters, including hurricanes, floods, wildfires, heat waves and droughts. We cannot predict the extent of damage that may result from such adverse weather events, which depend on a variety of factors beyond our control.
We have granted a waiver of the applicability of the provisions of Section 203 of the DGCL such that Pershing Square, which as of December 31, 2024 owned approximately 39.5% of the outstanding shares of our common stock, may increase its position in our common stock without being subject to Section 203’s restrictions on business combinations.
We have granted a waiver of the applicability of the provisions of Section 203 of the DGCL such that Pershing Square, which as of December 31, 2025 owned approximately 39.3% of the outstanding shares of our common stock, may increase its position in our common stock without being subject to Section 203’s restrictions on business combinations.
In addition, any future credit facility or debt securities may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. 43 Table of Contents Your percentage ownership in us may be diluted in the future.
In addition, any future credit facility or debt securities may contain terms prohibiting or limiting the amount of dividends that may be declared or paid on our common stock. Your percentage ownership in us may be diluted in the future.
If there were any major shortages, interruptions or significant price fluctuations for certain fresh, quality products or if suppliers were unable to perform adequately or fail to distribute products or supplies to our properties or the properties of our tenants, or terminate or refuse to renew any contract with them, this could adversely affect our business and results of operations.
If there were any major shortages, interruptions or significant price fluctuations for certain fresh, quality products or if suppliers were unable to perform adequately or fail to distribute products or supplies to our properties or the properties of our tenants, or terminate or refuse to renew any contract with them, our business and results of operations could be adversely affected.
Compliance with such laws has not had a material adverse effect on our operating results or competitive position in the past but could have such an effect on our operating results and competitive position in the future. Tax increases, changes in tax rules and challenges by tax authorities to our tax positions may adversely affect our financial results.
Compliance with such laws has not had a material adverse effect on our operating results or competitive position in the past but could have such an effect on our operating results and competitive position in the future. 38 Table of Contents Tax increases, changes in tax rules and challenges by tax authorities to our tax positions may adversely affect our financial results.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeTo protect our information systems from cybersecurity threats, we use various security tools that help us identify, escalate, investigate, resolve, and recover from security incidents in a timely manner. We also conduct annual risk-based penetration testing and provide cybersecurity training for applicable employees.
Biggest changeTo protect our information systems from cybersecurity threats, we use various security tools that help us identify, escalate, investigate, resolve, and recover from security incidents in a timely manner. We also provide cybersecurity training for applicable employees. Where appropriate, we engage external advisors and consultants to assist with various aspects of our cybersecurity program and processes.
Our SVP of Technology, who reports directly to the Chief Financial Officer and has over 25 years of experience managing information technology and cybersecurity matters, is primarily responsible for leading the assessment and management of cybersecurity risks and reports periodically to the Audit Committee on cybersecurity strategy and risks.
Our SVP of Technology, who reports directly to the Chief Executive Officer and has over 25 years of experience managing information technology and cybersecurity matters, is primarily responsible for leading the assessment and management of cybersecurity risks and reports periodically to the Audit Committee on cybersecurity strategy and risks.
“Risk Factors” for additional description of cybersecurity risks and potential related impacts on the Company. 47 Table of Contents Governance Our Board of Directors oversees our risk management process, including with respect to cybersecurity risks, directly and through its committees.
“Risk Factors” for additional description of cybersecurity risks and potential related impacts on the Company. 50 Table of Contents Governance Our Board of Directors oversees our risk management process, including with respect to cybersecurity risks, directly and through its committees.
As some of these networks and systems are managed by third parties, our cybersecurity program also includes evaluation and monitoring of cybersecurity risks associated with our use of third-party service providers.
We rely on our systems and networks to support our business activities. As some of these networks and systems are managed by third parties, our cybersecurity program also includes evaluation and monitoring of cybersecurity risks associated with our use of third-party service providers.
Removed
Where appropriate, we engage external advisors and consultants to assist with various aspects of our cybersecurity program and processes. We rely on our systems and networks to support our business activities.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeThe following tables summarize certain metrics of the Landlord Operations properties in the Seaport as of December 31, 2024: ​ ​ ​ ​ ​ ​ ​ ​ Landlord Operations Rentable Square Feet Leased Square Feet % Leased ​ Entertainment, Retail, Restaurant, Office and Other ​ 489,930 ​ 314,644 ​ 64 % ​ ​ ​ ​ ​ ​ ​ ​ ​ Landlord Operations Rentable Units Leased Units % Leased ​ Multi-family 21 21 100 % ​ Within our Sponsorships, Events, and Entertainment segment, Seaport Entertainment owns the Las Vegas Ballpark, a 10,000-person capacity stadium located in downtown Summerlin, Nevada, outside of Las Vegas.
Biggest changeThe 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.
ITEM 2. PROPERTIES Properties Our corporate headquarters are located at 199 Water St. 28th Floor New York, New York 10038, where we occupy 36,985 square feet of office space under a lease that expires on May 31, 2026. We also maintain offices in Las Vegas, Nevada. We believe our present facilities are sufficient to support our operations.
ITEM 2. PROPERTIES Properties Our corporate headquarters are located at 199 Water St. 28th Floor New York, New York 10038, where we occupy 36,985 square feet of office space under a lease that expires on May 31, 2036. We also maintain offices in Las Vegas, Nevada. We believe our present facilities are sufficient to support our operations.
The Seaport, located on the East River in Lower Manhattan, encompasses several city blocks (inclusive of Historic Area/Uplands, Pier 17, Tin Building and the 250 Water Street development) and totals approximately 490,000 square feet of innovative culinary, entertainment and cultural experiences. 250 Water Street is zoned for 547,000 square feet of market rate and affordable housing, office, retail and community-oriented gathering space.
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.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeITEM 3. LEGAL PROCEEDINGS We are currently and from time to time involved in legal proceedings that arise in the ordinary course of our business. Management periodically assesses our liabilities and contingencies in connection with these matters based upon the latest information available.
Biggest changeITEM 3. LEGAL PROCEEDINGS We are currently, and from time to time in the future expect to be, involved in legal proceedings that arise in the ordinary course of our business. Management periodically assesses our liabilities and contingencies in connection with these matters based upon the latest information available.
The results of any current or future litigation cannot be predicted with certainty; however, as of December 31, 2024, we believe there were no pending lawsuits or claims against us that, individually or in the aggregate, could have a material adverse effect on our business, results of operations or financial condition.
The results of any current or future litigation cannot be predicted with certainty; however, as of December 31, 2025, we believe there were no pending lawsuits or claims against us that, individually or in the aggregate, could have a material adverse effect on our business, results of operations or financial condition.
For more information, see Note 8 – Commitments and Contingencies to the Consolidated and Combined Financial Statements included in this Annual Report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ 48 Table of Contents PART II
For more information, see Note 8 – Commitments and Contingencies to the Consolidated and Combined Financial Statements included in this Annual Report. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. ​ 51 Table of Contents PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThere has been no material change in the use of proceeds from the rights offering as described in the final prospectus that forms a part of the Registration Statement, which was filed with the SEC on September 23, 2024. We continue to intend to use the proceeds for general operating, working capital and other corporate purposes.
Biggest changeNo payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates. 53 Table of Contents There has been no material change in the use of proceeds from the rights offering as described in the final prospectus that forms a part of the Registration Statement, which was filed with the SEC on September 23, 2024.
There can be no assurance that the performance of our common stock will continue in line with the same or similar trends depicted in the graph below. ​ The graph is not deemed incorporated by reference into any filing made under the Securities Act or the Exchange Act regardless of any general statement regarding incorporation by reference in any such filing, and is not otherwise deemed filed under the Securities Act or the Exchange Act. ​ 49 Table of Contents Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On October 17, 2024, we completed our previously announced rights offering, in which we distributed to holders of our common stock transferable subscription rights to purchase up to an aggregate of 7,000,000 shares of common stock at a subscription price of $25.00 per whole share.
There can be no assurance that the performance of our common stock will continue in line with the same or similar trends depicted in the graph below. ​ The graph is not deemed incorporated by reference into any filing made under the Securities Act or the Exchange Act regardless of any general statement regarding incorporation by reference in any such filing and is not otherwise deemed filed under the Securities Act or the Exchange Act. ​ Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities On October 17, 2024, we completed our previously announced rights offering, in which we distributed to holders of our common stock transferable subscription rights to purchase up to an aggregate of 7,000,000 shares of common stock at a subscription price of $25.00 per whole share.
Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including our future earnings, capital requirements, restrictions under debt agreements, financial condition, future prospects and other factors the board of directors may deem relevant.
Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including our future earnings, capital requirements, restrictions under debt agreements, financial condition, future prospects and other factors the board of directors may deem relevant. 52 Table of Contents Stockholder Return Performance Graph The following graph is a comparison of the cumulative total stockholder return on our common stock, the NYSE American Composite Index, the NYSE Composite Index and the Russell 2000 Index.
As of December 31, 2024, we have used approximately $1.1 million of the proceeds for working capital. Issuer Repurchases of Equity Securities None. ​ ITEM 6. [RESERVED] ​
We continue to intend to use the proceeds for general operating, working capital and other corporate purposes. As of December 31, 2025, we have used approximately $89.0 million of the proceeds for working capital. Issuer Repurchases of Equity Securities None. ​ ITEM 6. [RESERVED] ​
Dividends We did not declare or pay any dividends in 2024 and do not currently anticipate declaring or paying any dividends on our common stock in the foreseeable future.
This number does not include beneficial owners whose shares are held by nominees in street name. Dividends We did not declare or pay any dividends in 2025 and do not currently anticipate declaring or paying any dividends on our common stock in the foreseeable future.
Removed
Holders As of March 7, 2025, there were 562 stockholders of record of our common stock. This number does not include beneficial owners whose shares are held by nominees in street name.
Added
On June 30, 2025, the Company transferred the listing of the Company’s common stock from the NYSE American LLC to the New York Stock Exchange, continuing to trade under the symbol “SEG” . Holders As of March 3, 2026, there were 515 stockholders of record of our common stock.
Removed
Stockholder Return Performance Graph The following graph is a comparison of the cumulative total stockholder return on our common stock, the NYSE American Composite Index and the Russell 2000 Index.
Added
The Company transferred the listing of the Company’s common stock from the NYSE American to the New York Stock Exchange on June 30, 2025, and we have included both the broad market index of the NYSE Composite Index as well as the NYSE American Composite Index in the performance graph.
Removed
No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities or (iii) any of our affiliates.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeItem 6. ​ [Reserved] ​ 50 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 50 Item 7A. ​ Quantitative and Qualitative Disclosures about Market Risk ​ 71 Item 8. ​ Financial Statements and Supplementary Data ​ 72
Biggest changeItem 6. ​ [Reserved] ​ 54 Item 7. ​ Management’s Discussion and Analysis of Financial Condition and Results of Operations ​ 54 Item 7A. ​ Quantitative and Qualitative Disclosures about Market Risk ​ 73 Item 8. ​ Financial Statements and Supplementary Data ​ 75

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeExcluding the impact of the impairments, equity losses decreased $11.1 million, primarily related to a $7.7 million decrease for the Tin Building by Jean-Georges, a $1.2 million decrease in losses for Ssäm Bar, which closed in the third quarter of 2023, and a $1.8 million decrease in losses at The Lawn Club. Income Tax (Benefit) Expense.
Biggest changeExcluding the impact of the impairments, equity losses decreased $11.1 million, primarily related to a $7.7 million decrease for the Tin Building by Jean-Georges, a $1.2 million decrease in losses for Ssäm Bar, which closed in the third quarter of 2023, and a $1.8 million decrease in losses at The Lawn Club. 66 Table of Contents Entertainment Segment Adjusted EBITDA The following table presents segment Adjusted EBITDA for Entertainment: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Entertainment ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Adjusted EBITDA ​ Year Ended December 31, ​ Change thousands except percentages ​ 2024 ​ ​ ​ 2023 ​ ​ ​ $ ​ ​ ​ % Entertainment revenue (a) ​ ​ ​ $ 51,428 ​ $ 56,500 ​ $ (5,072) ​ (9)% Total revenues ​ 51,428 ​ 56,500 ​ (5,072) ​ (9)% Entertainment costs (b) ​ (50,788) ​ (51,524) ​ 736 ​ (1)% Total operating expenses ​ (50,788) ​ (51,524) ​ 736 ​ (1)% Other income, net ​ 168 ​ (6) ​ 174 ​ (2,900)% Total expenses ​ (50,620) ​ (51,530) ​ 910 ​ (2)% Adjusted EBITDA ​ $ 808 ​ $ 4,970 ​ $ (4,162) ​ (84)% (a) Entertainment revenue includes amounts related to intercompany transactions that eliminate in the Company’s Statement of Operations.
Landlord Operations represents our ownership interests in and operation of physical real estate assets located in the Seaport, a historic neighborhood in Lower Manhattan on the banks of the East River and within walking distance of the Brooklyn Bridge.
Landlord Operations Landlord Operations represents our ownership interests in, and operation of physical real estate assets located in the Seaport, a historic neighborhood in Lower Manhattan on the banks of the East River and within walking distance of the Brooklyn Bridge.
Investing Activities Cash used in investing activities decreased $5.4 million to $102.9 million in the year ended December 31, 2024, compared to $108.3 million in the prior-year period.
Cash used in investing activities decreased $5.4 million to $102.9 million in the year ended December 31, 2024, compared to $108.3 million in the prior-year period.
We primarily analyze our portfolio of assets through the lens of our three operating segments: (1) Landlord Operations, (2) Hospitality, and (3) Sponsorships, Events, and Entertainment, and are focused on realizing value for stockholders primarily through dedicated management of existing assets, expansion of partnerships, strategic acquisitions, and completion of development and redevelopment projects. Landlord Operations .
We primarily analyze our portfolio of assets through the lens of our three operating segments: (1) Hospitality, (2) Entertainment (previously Sponsorships, Events, and Entertainment), and (3) Landlord Operations, and are focused on realizing value for stockholders primarily through dedicated management of existing assets, expansion of partnerships, strategic acquisitions, and completion of development and redevelopment projects.
Separation from HHH On July 31, 2024, HHH completed its spin-off of SEG through the pro rata distribution of all the outstanding shares of common stock of SEG to HHH’s stockholders as of the close of business on the record date of July 29, 2024 (the “Separation”).
Separation from HHH On July 31, 2024, HHH completed its spin-off of SEG through the pro rata distribution of all the outstanding shares of common stock of SEG to HHH’s stockholders as of the close of business on the record date of July 29, 2024.
During the third quarter of 2023, the Company recorded a $672.5 million impairment charge related to Seaport properties in the Landlord Operations segment and a $37.0 million impairment charge related to its investments in unconsolidated ventures in the Hospitality segment.
In the third quarter of 2023, the Company recorded a $672.5 million impairment charge related to Seaport properties in the Landlord Operations segment and a $37.0 million impairment charge related to its investments in unconsolidated ventures in the Hospitality segment.
As the Company currently recognizes 100% of operating income or losses from the Tin Building by Jean-Georges, the Tin Building lease has no net impact to the total Company net loss.
As the Company recognizes 100% of operating income or losses from the Tin Building by Jean-Georges, the Tin Building lease has no net impact to the total Company net loss.
This change was primarily due to a $10.0 million impairment recognized in the year ended December 31, 2024 related to Jean-Georges Restaurants and a $37.0 million impairment recognized in the year ended December 31, 2023 against the carrying value of the Company’s investments in unconsolidated ventures, which included $30.8 million related to Jean-Georges Restaurants, $5.0 million related to Ssäm Bar, and $1.2 million related to the Tin Building by Jean-Georges.
This change was primarily due to a $10.0 million impairment recognized in the year ended December 31, 2024 related to JG and a $37.0 million impairment recognized in the year ended December 31, 2023 against the carrying value of the Company’s investments in unconsolidated ventures, which included $30.8 million related to JG, $5.0 million related to Ssäm Bar, and $1.2 million related to the Tin Building by Jean-Georges.
As a separate public company, our ongoing costs related to such support functions may differ from, and may potentially exceed, the amounts that have been allocated to us in these financial statements. Following the Separation, HHH continues to provide some of these services on a transitional basis in exchange for agreed-upon fees.
As a separate public company, our ongoing costs related to such support functions may differ from, and may potentially exceed, the amounts that have been allocated to us in these financial statements. Following the Separation, HHH continued to provide some of these services on a transitional basis in exchange for agreed-upon fees.
See Note 6 – Mortgages Payable, Net in the Notes to Consolidated and Combined Financial Statements included in this Annual Report for additional information. As of December 31, 2024 and December 31, 2023, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.
See Note 6 – Mortgages Payable, Net in the Notes to the Consolidated and Combined Financial Statements included in this Annual Report for additional information. As of December 31, 2025 and December 31, 2024, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development.
The following discussion should be read in conjunction with our Consolidated and Combined Financial Statements as of December 31, 2024 and 2023, and for the years ended December 31, 2024, 2023 and 2022 (“Consolidated and Combined Financial Statements”) and the related notes filed as part of this annual report on Form 10-K (“Annual Report”).
The following discussion should be read in conjunction with our Consolidated and Combined Financial Statements as of December 31, 2025 and 2024, and for the years ended December 31, 2025, 2024 and 2023 (“Consolidated and Combined Financial Statements”) and the related notes filed as part of this annual report on Form 10-K (“Annual Report”).
Refer to Note 15 – Subsequent Events for additional detail. ​ Investments in Unconsolidated Ventures Methodology The Company’s investments in unconsolidated ventures are accounted for under the equity method to the extent that, based on contractual rights associated with the investments, the Company can exert significant influence over a venture’s operations.
Refer to Note 15 – Subsequent Events for additional details. ​ Investments in Unconsolidated Ventures Methodology The Company’s investments in unconsolidated ventures are accounted for under the equity method to the extent that, based on contractual rights associated with the investments, the Company can exert significant influence over a venture’s operations.
In addition to one-time costs to design and establish our corporate functions, we will also incur incremental costs associated with being a stand-alone public company, including additional labor costs, such as salaries, benefits, and potential bonuses and/or stock based compensation awards for staff additions to establish certain corporate functions historically supported by HHH and not covered by the transition services agreement, and corporate governance costs, including board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and stock exchange listing fees.
In addition to one-time costs to design and establish 56 Table of Contents our corporate functions, we also incur incremental costs associated with being a stand-alone public company, including additional labor costs, such as salaries, benefits, and potential bonuses and/or stock based compensation awards for staff additions to establish certain corporate functions historically supported by HHH and not covered by the transition services agreement, and corporate governance costs, including board of director compensation and expenses, audit and other professional services fees, annual report and proxy statement costs, SEC filing fees, transfer agent fees, consulting and legal fees and stock exchange listing fees.
Items Included in Segment Adjusted EBITDA See Segment Operating Results for discussion of significant variances for revenues and expenses included in Adjusted EBITDA. 61 Table of Contents Items Excluded from Segment Adjusted EBITDA The following includes information on the significant variances in expenses and other items not directly related to segment activities. General and Administrative.
Items Included in Segment Adjusted EBITDA See Segment Operating Results for discussion of significant variances for revenues and expenses included in Adjusted EBITDA. Items Excluded from Segment Adjusted EBITDA The following includes information on the significant variances in expenses and other items not directly related to segment activities. 60 Table of Contents General and Administrative .
Lease Renewals and Occupancy As of December 31, 2024 and December 31, 2023, the weighted average remaining term of our retail, office, and other properties leases where we are the lessor was approximately seven years, excluding renewal options.
Lease Renewals and Occupancy As of December 31, 2025 and December 31, 2024, the weighted average remaining term of our retail, office, and other properties leases where we are the lessor was approximately seven years, excluding renewal options.
The following table summarizes information related to our income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change thousands except percentages 2024 2023 $ % Income tax (benefit) expense $ — $ (2,187) $ 2,187 ​ (100) % Loss before income taxes $ (152,625) $ (840,252) $ 687,627 ​ (82) % Effective income tax rate ​ 0.0% % 0.3 % N/A ​ (0.0) % ​ 56 Table of Contents The Company’s effective tax rate was 0.0% for the year ended December 31, 2024, compared to 0.3% for the year ended December 31, 2023.
The following table summarizes information related to our income taxes: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ Change thousands except percentages ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ ​ $ ​ ​ ​ % Income tax (benefit) expense ​ $ — ​ $ (2,187) ​ $ 2,187 ​ (100)% Loss before income taxes ​ $ (152,625) ​ $ (840,252) ​ $ 687,627 ​ (82)% Effective income tax rate ​ 0.0 % 0.3 % N/A ​ 0.0% ​ The Company’s effective tax rate was 0.0% for the year ended December 31, 2024, compared to 0.3% for the year ended December 31, 2023.
A summary of our lease obligations as of December 31, 2024 and 2023, can be found in Note 11 – Leases in the Notes to Consolidated and Combined Financial Statements included in this Annual Report.
A summary of our lease obligations as of December 31, 2025 and 2024, can be found in Note 11 – Leases in the Notes to Consolidated and Combined Financial Statements included in this Annual Report.
Management believes that our existing cash balances and restricted cash balances, along with access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term obligations when due, including our third-party mortgages payable, and (ii) adequate liquidity to fund capital expenditures and development and redevelopment projects.
Management believes that our existing cash balances and restricted cash balances, along with access to capital markets, taken as a whole, provide (i) adequate liquidity to meet all of our current and long-term (beyond 12 months) obligations when due, including our third-party mortgages payable, and (ii) adequate liquidity to fund capital expenditures and development and redevelopment projects.
Additionally, HHH contributed capital of $23.4 million to the Company prior to the Separation to support the operating, investing, and financing activities of the Company. For additional discussion of the Separation, see Note 1 – Summary of Significant Accounting Policies in the Notes to Consolidated and Combined Financial Statements included in this Annual Report.
Additionally, HHH contributed capital of $23.4 million to the Company prior to the Separation to support the operating, investing, and financing activities of the Company. For 55 Table of Contents additional discussion of the Separation, see Note 1 – Summary of Significant Accounting Policies in the Notes to Consolidated and Combined Financial Statements included in this Annual Report.
The amortization of straight-line rents included in the contractual rent amount was $2.0 million, $2.5 million and $2.5 million for the years ended December 31, 2024, 2023 and 2022, respectively.
The amortization of straight-line rents included in the contractual rent amount was $2.5 million, $2.0 million and $2.5 million for the years ended December 31, 2025, 2024 and 2023, respectively.
Under the equity method, the Company’s investment in the venture is recorded at cost and is subsequently 69 Table of Contents adjusted to recognize the Company’s allocable share of the earnings or losses of the venture. Dividends and distributions received by the business are recognized as a reduction in the carrying amount of the investment.
Under the equity method, the Company’s investment in the venture is recorded at cost and is subsequently adjusted to recognize the Company’s allocable share of the earnings or losses of the venture. Dividends and distributions received by the business are recognized as a reduction in the carrying amount of the investment.
Items Included in Segment Adjusted EBITDA See Segment Operating Results for discussion of significant variances for revenues and expenses included in Adjusted EBITDA. Items Excluded from Segment Adjusted EBITDA The following includes information on the significant variances in expenses and other items not directly related to segment activities. General and Administrative .
Items Included in Segment Adjusted EBITDA See Segment Operating Results for discussion of significant variances for revenues and expenses included in Adjusted EBITDA. 64 Table of Contents Items Excluded from Segment Adjusted EBITDA The following includes information on the significant variances in expenses and other items not directly related to segment activities. General and Administrative .
Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount is not expected 68 Table of Contents to be recovered through estimated future undiscounted cash flows.
Although the carrying amount may exceed the estimated fair value of certain properties, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows.
Concerts at our outdoor venue and Aviators baseball games primarily occur from May through October, and we typically see increased customer 53 Table of Contents traffic at our restaurants during the summer months when the weather is generally warmer and more favorable, which contributes to higher revenue during these periods.
Concerts at our outdoor venue and Aviators baseball games primarily occur from May through October, and we typically see increased customer traffic at our restaurants during the summer months when the weather is generally warmer and more favorable, which contributes to higher revenue during these periods.
The Company recorded expenses associated with shared services that are not directly attributable to the Company of $12.8 million, $13.9 million and $10.0 million for the years ended December 30, 2024, 2023 and 2022, respectively.
The Company recorded expenses associated with shared services that are not directly attributable to the Company of $12.8 million and $13.9 million for the years ended December 30, 2024 and 2023, respectively.
The cash flows 66 Table of Contents presented in our Consolidated and Combined Statement of Cash Flows may not be indicative of the cash flows we would have recognized had we operated as a standalone publicly traded company for the periods presented.
The cash flows presented in our Consolidated and Combined Statement of Cash Flows may not be indicative of the cash flows we would have recognized had we operated as a standalone publicly traded company for the periods presented.
The cash and cash equivalents held by HHH at the corporate level are not specifically identifiable to us and, therefore, have not been reflected in our Consolidated and Combined Financial Statements. As of December 31, 2024 and December 31, 2023, our cash and cash equivalents were $165.7 million and $1.8 million, respectively.
The cash and cash equivalents held by HHH at the corporate level are not specifically identifiable to us and, therefore, have not been reflected in our Consolidated and Combined Financial Statements. As of December 31, 2025 and December 31, 2024, our cash and cash equivalents were $77.8 million and $165.7 million, respectively.
Shared Service Costs. Prior to the Separation, HHH provided the Company certain services, including (1) certain support functions that were provided on a centralized basis within HHH, including, but not limited to executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, and risk management; and (2) employee benefits and compensation, including stock-based compensation.
Prior to the Separation, HHH provided the Company certain services, including (1) certain support functions that were provided on a centralized basis within HHH, including, but not limited to property management, development, executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, and risk management; and (2) employee benefits and compensation, including stock-based compensation.
Rental payments are expensed as incurred and have been, to the extent applicable, straight-lined over the term of the lease. Contractual rental expense was $6.6 million, $6.7 million and $6.5 million for the years ended December 31, 2024. 2023 and 2022, respectively.
Rental payments are expensed as incurred and have been, to the extent applicable, straight-lined over the term of the lease. Contractual rental expense was $6.9 million, $6.6 million and $6.7 million for the years ended December 31, 2025, 2024 and 2023, respectively.
The Company used a discounted cash flow analysis to determine the fair value. During the year ended December 31, 2024, the Company 54 Table of Contents recorded a $10.0 million impairment charge related to its investments in unconsolidated ventures in the Hospitality segment for a write-off of warrants in Jean-George Restaurants. Separation Costs.
The Company used a discounted cash flow analysis to determine the fair value. During the year ended December 31, 2024, the Company recorded a $10.0 million impairment charge related to its investments in unconsolidated ventures in the Hospitality segment for a write-off of warrants in Jean-George Restaurants.
Key Factors Affecting Our Business We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Annual Report titled “Risk Factors.” 52 Table of Contents Management Strategies and Operational Changes As mentioned elsewhere in this Annual Report, we historically operated as part of HHH and not as a standalone company.
Key Factors Affecting Our Business We believe that our performance and future success depend on a number of factors that present significant opportunities for us but also pose risks and challenges, including those discussed below and in the section of this Annual Report titled “Risk Factors.” Management Strategies and Operational Changes As mentioned elsewhere in this Annual Report, prior to the Separation, we operated as part of HHH and not as a standalone company.
Hospitality revenue decreased $3.4 million, or 10%, to $29.5 million for the year ended December 31, 2024, compared to $33.0 million in the prior-year period.
Hospitality revenue decreased $3.4 million, or 10%, to $30.0 million for the year ended December 31, 2024, compared to $33.4 million in the prior-year period.
To the extent our properties become vacant, we would forego rental income while remaining responsible for the payment of property taxes and maintaining the property until it is re-leased, which could negatively impact our operating results. As of December 31, 2024, our real estate assets at the Seaport were 64% leased.
To the extent our properties become vacant, we would forego rental income while remaining responsible for the payment of property taxes and maintaining the property until it is re-leased, which could negatively impact our operating results. As of December 31, 2025, our real estate assets at the Seaport were 90% leased or programmed.
As of December 31, 2024 and December 31, 2023, we had third-party mortgages payable of $102.4 million and $158.0 million, respectively, related to our 250 Water Street development, a variable-rate mortgage which requires monthly installments of only interest, and the Las Vegas Ballpark, a fixed-rate mortgage which requires semi-annual installments of principal and interest.
As of December 31, 2025 and December 31, 2024, we had third-party mortgages payable of $99.6 million and $102.4 million, respectively, related to our 250 Water Street development, a variable-rate mortgage which requires monthly installments of only interest, and the Las Vegas Ballpark, a fixed-rate mortgage which requires semi-annual installments of principal and interest.
This change was primarily due to a $2.2 million decrease in concession sales and ticket sales at the Las Vegas Ballpark, primarily related to reduced attendance compared to 2023, a $2.2 million decrease in revenue related to a Winterland Skating concept at the Seaport in 2023 that was not repeated in 2024, and a $1.1 million decrease in concert series revenue at the Seaport.
This change was primarily due to a $2.2 million decrease in concession sales and ticket sales at the Las Vegas Ballpark, a $2.2 million decrease in revenue related to a Winterland Skating concept at the Seaport in 2023 that was not repeated in 2024, and a $1.1 million decrease in concert series revenue at the Seaport. Entertainment Costs .
Changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our combined financial statements, and then rounded to the nearest million.
Changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our combined financial statements, and then rounded to the nearest million. Therefore, certain changes may not recalculate based on the amounts rounded to the nearest million.
Hospitality costs decreased $0.4 million, or 1%, to $31.0 million for the year ended December 31, 2024, compared to $31.4 million in the prior-year period, primarily due to decreases in variable costs such as food and beverage costs and labor costs. Other Income, Net .
Hospitality costs decreased $2.4 million, or 5%, to $41.7 million for the year ended December 31, 2024, compared to $44.1 million in the prior-year period, primarily due to decreases in variable costs such as food and beverage costs and labor costs. Other Income, Net .
The Aviators are a Triple-A affiliate of the Oakland Athletics and play at the Las Vegas Ballpark, a 10,000-person capacity ballpark located in Downtown Summerlin. The Rooftop at Pier 17, as mentioned in Landlord Operations above, is a premier outdoor concert venue that hosts a popular Summer Concert Series featuring emerging and established musicians alike.
The Aviators are a Triple-A affiliate of the Athletics and play at the Las Vegas Ballpark, a 10,000-person capacity ballpark located in Downtown Summerlin. The Rooftop at Pier 17 is a premier outdoor concert venue that hosts a popular Seaport Concert Series featuring emerging and established musicians alike.
Equity in losses from unconsolidated ventures decreased $38.1 million, or 47%, to $42.6 million for the year ended December 31, 2024, compared to $80.6 million in the prior-year period.
Equity in losses from unconsolidated ventures decreased $38.3 million, or 48%, to $42.1 million for the year ended December 31, 2024, compared to $80.4 million in the prior-year period.
On January 1, 2025, the mortgage loan on 250 Water Street was amended, increasing the stated margin rate from 5.0% to 7.0%. See Note 15 – Subsequent Events in the Notes to Consolidated and Combined Financial Statements, included in this Annual Report for additional information on the 250 Water Street mortgage loan amendment.
On January 1, 2025, the mortgage loan on 250 Water Street was amended, increasing the stated margin rate from 5.0% to 7.0%. See Note 6 – Mortgages Payable, Net in the Notes to the Consolidated and Combined Financial Statements included in this Annual Report for additional information.
This change is primarily due to a $7.9 million decrease in amounts capitalized to development assets, partially offset by a $2.5 million increase in interest expense on secured mortgages payable and a $1.9 million increase in interest income. Equity in Losses from Unconsolidated Ventures.
This change is primarily due to a $7.9 million decrease in amounts capitalized to development assets, partially offset by a $2.5 million increase in interest expense on secured mortgages payable and a $1.9 million increase in interest income. Income Tax (Benefit) Expense.
This change was primarily due to a $1.6 million decrease related to reduced restaurant performance, primarily at The Fulton, Carne Mare, and Malibu Farms, and a $1.8 million decrease related to small popups and short-term activations in the Cobble & Co and Garden Bar spaces in 2023, with no similar activity in 2024.
This change was primarily due to a $1.6 million decrease related to reduced restaurant performance and a $1.8 million decrease related to small popups and short-term activations in the Cobble & Co and Garden Bar spaces in 2023, with no similar activity in 2024. Hospitality Costs .
Our Hospitality-related period-over-period comparisons do not adjust for operational revisions to our asset strategies from 51 Table of Contents period to period, such as closing restaurant concepts or redirecting operations to use space for private events and/or concerts. Sponsorships, Events, and Entertainment.
Our Hospitality-related period-over-period comparisons do not adjust for operational revisions to our asset strategies from period to period, such as opening or closing restaurant concepts or redirecting operations to use space for private events and/or concerts.
The accompanying Combined Balance Sheet as of December 31, 2023 and Combined Statements of Operations for the years ended December 31, 2023 and 2022 have been prepared on a standalone basis derived from the combined financial statements and accounting records of HHH.
The accompanying Combined Statements of Operations for the year ended December 31, 2023 have been prepared on a standalone basis derived from the combined financial statements and accounting records of HHH.
We have outstanding mortgages payable related to the 250 Water Street development and Las Vegas Ballpark, which are collateralized by certain of the Company’s real estate assets.
As of December 31, 2025, we had outstanding mortgages payable related to the 250 Water Street development and Las Vegas Ballpark, which are collateralized by certain of the Company’s real estate assets.
As of January 1, 2025, in conjunction with the internalization of food and beverage operations, the Company, through employing the management team personnel and directing the operating activities that most significantly impact the economic performance of the Tin Building by Jean-George, became the primary beneficiary.
As of January 1, 2025, in conjunction with the internalization of food and beverage operations, the Company, through employing the management team personnel and directing the operating activities that most significantly impact the Tin Building by Jean-Georges’ economic performance, became the primary beneficiary of the Tin Building by Jean-Georges and began consolidating the Tin Building by Jean-Georges into the Company’s financial statements.
This increase was partially offset by a $1.7 million decrease at Schermerhorn Row and a $0.6 million decrease at Pier 17 mainly due to decreased occupancy and percent rents. Operating Costs . Operating costs increased $2.7 million, or 9%, to $34.3 million for the year ended December 31, 2024, compared to $31.5 million in the prior year period.
This increase was partially offset by a $1.7 million decrease at Schermerhorn Row mainly due to decreased occupancy and percent rents. Operating Costs . Operating costs increased $2.7 million, or 8%, to $35.0 million for the year ended December 31, 2024, compared to $32.4 million in the prior year period.
The accompanying Consolidated and Combined Financial Statements as of December 31, 2024 and for the year ended December 31, 2024 have been prepared on a standalone basis derived from the combined financial statements and accounting records of SEG from August 1, 2024 to December 31, 2024 and from the combined financial statements and accounting records of HHH for January 1, 2024 to July 31, 2024.
The accompanying Combined Financial Statements for the year ended December 31, 2024 have been prepared on a stand-alone basis and are derived from the consolidated financial statements and accounting records of the Company from August 1, 2024 to December 31, 2024 and have been prepared on a carve-out basis and are derived from the combined financial statements and accounting records of HHH for January 1, 2024 to July 31, 2024 as discussed below.
Sponsorships, Events, and Entertainment includes the Las Vegas Aviators Triple-A Minor League Baseball team (the “Aviators”) and the Las Vegas Ballpark, our interest in and to the Fashion Show Mall Air Rights, events at The Rooftop at Pier 17, and all of our sponsorship agreements across both the Las Vegas Ballpark and the Seaport.
Entertainment Entertainment includes the Las Vegas Aviators Triple-A Minor League Baseball team and the Las Vegas Ballpark, our interest in and to the Fashion Show Mall Air Rights, events at The Rooftop at Pier 17, and sponsorship agreements related to these venues.
The Company evaluates its equity method investments for significance in accordance with Regulation S-X, Rule 3-09 and Regulation S-X, Rule 4-08(g) and presents separate annual financial statements or summarized financial information, respectively, as required by those rules.
The Company evaluates its equity method investments for significance in accordance with Regulation S-X, Rule 3-09 and Regulation S-X, Rule 4-08(g) and presents separate annual financial statements or summarized financial information, respectively, as required by those rules. The Company is required to file audited financial statements of the Fulton Seafood Market, LLC for the year ended December 31, 2024.
Landlord Operations assets include: ● Pier 17, a mixed-use building containing restaurants, entertainment, office space, and The Rooftop at Pier 17, an outdoor concert venue; ● the Tin Building, a mixed-use building containing a culinary destination featuring a variety of experiences including restaurants, bars, grocery markets, retail, and private dining; ● the Fulton Market Building, a mixed-use building containing office and retail spaces, including a movie theater and an experiential retail concept focused on “classic lawn games” and cocktails; ● the Historic District retail and other locations which include the Museum Block, Schermerhorn Row, and more; ● 250 Water Street, a full block development site approved for zoning of affordable and market-rate housing, office, retail, and community-oriented gathering space; and ● 85 South Street, an eight-story residential building.
Landlord Operations assets include: · Pier 17, a historic building containing restaurants, entertainment, office space, and The Rooftop at Pier 17, an outdoor concert venue; · the Tin Building, a mixed-use building leased to the Tin Building by Jean-Georges through February 2026; · the Fulton Market Building, a mixed-use building containing office and retail spaces, including a movie theater and the Lawn Club, an experiential retail concept focused on “classic lawn games” and cocktails; · the Cobblestones retail and other locations which include the Museum Block, Schermerhorn Row, and more; · 250 Water Street, a full block development site approved for zoning of affordable and market-rate housing, office, retail, and community-oriented gathering space.
Our pre-Separation contractual obligations do not reflect changes that we expect to experience in the future as a result of the Separation, such as contractual arrangements that we may enter into in the future that were historically entered into by the HHH for shared services.
Our pre-Separation contractual obligations do not reflect changes that we experienced as a result 70 Table of Contents of the Separation, such as contractual arrangements that we entered into that were historically entered into by the HHH for shared services.
Contractual obligations entered into prior to the Separation may not be representative of our future contractual obligations profile as an independent, publicly traded company.
Contractual Obligations We have material contractual obligations that arise in the normal course of business. Contractual obligations entered into prior to the Separation may not be representative of our future contractual obligations profile as an independent, publicly traded company.
However, weather-related disruptions, such as floods and heavy rains, can negatively impact our summer operations. For instance, outdoor concerts may have to be cancelled or rescheduled due to inclement weather, which can result in lost revenue. Similarly, floods can lead to temporary closures of our restaurants and can disrupt our supply chain, leading to potential revenue losses and increased costs.
However, weather-related disruptions, such as floods and heavy rains, can negatively impact our summer operations. For instance, outdoor concerts may have to be cancelled or rescheduled due to inclement weather, which can result in lost revenue.
The Company incurred pre-tax charges related to the planned separation from HHH, primarily related to legal and consulting costs, of $23.8 million and $4.5 million for the years ended December 31, 2024 and 2023, respectively. No costs related to the separation were incurred or recorded in the Combined Statement of Operations for the year ended December 31, 2022.
There were no impairment charges during the year ended December 31, 2025. 58 Table of Contents Separation Costs. The Company incurred pre-tax charges related to the planned separation from HHH, primarily related to legal and consulting costs, of $23.8 million and $4.5 million for the years ended December 31, 2024 and 2023, respectively.
The Company was not the primary beneficiary of any VIEs during the years ended December 31, 2024, 2023 and 2022, and, therefore, the Company does not consolidate any VIEs in which it holds a variable interest.
If the Company determined it was not the primary beneficiary of a VIE during the years ended December 31, 2025, 2024 and 2023, the Company did not consolidate the VIE in which it holds a variable interest.
A summary of our mortgages payable as of December 31, 2024, and December 31, 2023 can be found in Note 6 – Mortgages Payable, Net in the Notes to Consolidated and Combined Financial Statements, included in this Annual Report. We lease land or buildings at certain properties from third parties.
A summary of our mortgages payable as of December 31, 2025, and December 31, 2024 can be found in Note 6 – Mortgages Payable, Net in the Notes to Consolidated and Combined Financial Statements, included in this Annual Report.
For the years ended December 31, 2024 and 2023, we capitalized development costs of $50.4 million and $47.4 million, respectively. 70 Table of Contents
For the years ended December 31, 2025 and 2024, we capitalized development costs of $6.5 million and $50.4 million, respectively.
Rental revenue increased $2.3 million, or 12%, to $22.1 million for the year ended December 31, 2023, compared to $19.8 million in the prior-year period.
Rental revenue increased $2.1 million, or 6%, to $35.3 million for the year ended December 31, 2025, compared to $33.2 million in the prior-year period.
In Landlord Operations, certain of our leases contain rent escalators that increase rent at a fixed amount and may not be sufficient during periods of high inflation.
Inflationary Pressures and Other Macroeconomic Trends Financial results across all our segments may be impacted by inflation. In Landlord Operations, certain of our leases contain rent escalators that increase rent at a fixed amount and may not be sufficient during periods of high inflation.
In connection with the Separation, the Company entered into a transition services agreement with HHH that provides for the performance of certain services by HHH for our benefit for a period of time after the Separation. The Company recorded expenses associated with this transition services agreement with HHH of $0.3 million for the year ended December 31, 2024.
In connection with the Separation, the Company entered into a transition services agreement with HHH that provides for the performance of certain services by HHH for our benefit for a period of time after the Separation.
Sponsorships, events, and entertainment revenue decreased $4.5 million, or 7%, to $56.2 million for the year ended December 31, 2024, compared to $60.6 million in the prior-year period.
Entertainment revenue decreased $5.1 million, or 9%, to $51.4 million for the year ended December 31, 2024, compared to $56.5 million in the prior-year period.
Sponsorships, Events, and Entertainment Costs . Sponsorships, events, and entertainment costs decreased $3.7 million, or 8%, to $43.8 million for the year ended December 31, 2024, compared to $47.5 million in the prior-year period.
Entertainment costs decreased $0.7 million, or 1%, to $50.8 million for the year ended December 31, 2024, compared to $51.5 million in the prior-year period.
Liquidity and Capital Resources Prior to the Separation, we operated as a division within HHH’s consolidated structure, which uses a centralized approach to cash management and financing of our operations.
This Other income primarily represents a $2.0 million legal settlement in the year ended December 31, 2024. Liquidity and Capital Resources Prior to the Separation, we operated as a division within HHH’s consolidated structure, which uses a centralized approach to cash management and financing of our operations.
For investments in ventures where the Company has virtually no influence over operations and the investments do not have a readily determinable fair value, the business has elected the measurement alternative to carry the securities at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the issuer.
The Company’s investment in the Fulton Seafood Market, LLC does not meet the threshold necessary for disclosure of audited financial statements in 2023, however for comparability, audited financial statements of Fulton Seafood Market, LLC for the years ended December 31, 2024, and 2023 are attached as exhibits to this Annual Report. ​ For investments in ventures where the Company has virtually no influence over operations and the investments do not have a readily determinable fair value, the business has elected the measurement alternative to carry the securities at cost 72 Table of Contents less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the issuer.
The increase in cash used in operating activities was primarily due to increased costs incurred in the year ended December 31, 2024 related to the Separation from HHH, with no similar activity in the prior-year period, offset by decreases in cash used in operating activities at our segments.
The increase in cash used in operating activities was primarily due to increased costs incurred in the year ended December 31, 2024 related to the Separation from HHH, with no similar activity in the prior-year period, offset by decreases in cash used in operating activities at our segments While we have historically used cash in operating activities, we expect that the additional liquidity provided by the Rights Offering will provide sufficient capital to fund operations until such time that we may generate cash from operating activities.
This change is primarily due to, a $4.5 million increase in amounts capitalized to development assets and a $0.2 million increase in interest income, offset by a $3.9 million increase in interest expense on secured mortgages payable. Equity in Losses from Unconsolidated Ventures.
This change is primarily due to a $3.0 million increase in interest income, a $1.8 million increase in amounts capitalized to development assets, and a $3.2 million decrease in interest expense on secured mortgages payable, partially offset by a decrease in finance charges of $1.0 million. Income Tax (Benefit) Expense.
Variable Interest Entities Methodology Our Consolidated and Combined Financial Statements include all of our accounts, including our majority owned and controlled subsidiaries and VIEs for which we are the primary beneficiary.
While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results. 71 Table of Contents Variable Interest Entities Methodology Our Consolidated and Combined Financial Statements include all of our accounts, including our majority owned and controlled subsidiaries and VIEs for which we are the primary beneficiary.
Operating costs increased $0.4 million, or 8%, to $5.5 million for the year ended December 31, 2023, compared to $5.1 million in the prior year period.
Entertainment revenue increased $8.0 million, or 16%, to $59.4 million for the year ended December 31, 2025, compared to $51.4 million in the prior-year period.
We own, either wholly or through partnerships with third parties, and operate, including license and management agreements, fine dining and casual dining restaurants, cocktail bars, nightlife and entertainment venues (The Fulton, Mister Dips, Carne Mare, Malibu Farm, and Gitano), as well as our unconsolidated ventures, the Lawn Club and the Tin Building by Jean-Georges, which offers a variety of culinary experiences, including restaurants, bars, grocery markets, retail, and private dining.
We own, either wholly or through partnerships with third parties, and operate, 54 Table of Contents including through license and management agreements, fine dining and casual dining restaurants, cocktail bars, nightlife and entertainment venues (The Fulton, Mister Dips, Carne Mare, and Gitano) and our unconsolidated venture, the Lawn Club.
Equity losses from unconsolidated ventures increased $43.5 million, or 117%, to $80.6 million for the year ended December 31, 2023, compared to $37.1 million in the prior-year period.
Equity in earnings (losses) from unconsolidated ventures increased $44.5 million, or 106%, to earnings of $2.4 million for the year ended December 31, 2025, compared to losses of $42.1 million in the prior-year period.
The decrease was primarily related to a decrease in property development costs related to 250 Water Street, and decreased funding of operating costs related to the Tin Building by Jean-Georges joint venture. 67 Table of Contents Financing Activities Cash provided by financing activities increased $143.4 million to $279.6 million in the year ended December 31, 2024, compared to $136.2 million in the prior-year period, primarily due to the proceeds received from the Rights Offering in the year ended December 31, 2024 and an increase in the net transfers provided by HHH prior to the Separation to fund the operating and investing activities explained above. ​ Cash provided by financing activities was $136.2 million in 2023, compared to $237.4 million in 2022.
Financing Activities Cash provided by financing activities decreased $286.6 million to $7.0 million used in the year ended December 31, 2025, compared to $279.6 million provided in the prior-year period, primarily due to the elimination of net transfers provided by HHH to fund the operating and investing activities described above. ​ Cash provided by financing activities increased $143.4 million to $279.6 million in the year ended December 31, 2024, compared to $136.2 million in the prior-year period, primarily due to the proceeds received from the Rights Offering in the year ended December 31, 2024 and an increase in the net transfers provided by HHH prior to the Separation to fund the operating and investing activities explained above.
The Company leases 100% of the rentable space in the Tin Building to the Tin Building by Jean-Georges joint venture, a Hospitality segment business in which the Company has an equity ownership interest and reports its ownership interest in accordance with the equity method.
As of December 31, 2025, the Company leased 100% of the rentable space in the Tin Building to the Tin Building by Jean-Georges joint venture, a Hospitality segment business in which we recognized 100% of the economic interest in accordance with the equity method through December 31, 2024.
Other income, net, was $4.5 million for the year ended December 31, 2024, compared to an immaterial amount in the prior-year period.
Other income, net, was $4.5 million for the year ended December 31, 2024, compared to an immaterial amount in the prior-year period. This Other income primarily represents reimbursements from CCMC received in 2024 relating to prior period operating expenses. Equity in Earnings (Losses) from Unconsolidated Ventures.
Cash Flows The following table sets forth a summary of our cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, thousands 2024 ​ 2023 ​ ​ 2022 Cash used in operating activities $ (52,700) ​ $ (50,780) ​ $ (29,551) Cash used in investing activities ​ (102,881) ​ (108,302) ​ ​ (198,032) Cash provided by financing activities ​ ​ 279,581 ​ ​ 136,214 ​ ​ 237,412 ​ Operating Activities Cash used in operating activities increased $1.9 million to $52.7 million in the year ended December 31, 2024, compared to $50.8 million in the prior-year period.
Refer to Note 15 – Subsequent Events for additional details. 69 Table of Contents Cash Flows The following table sets forth a summary of our cash flows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, in thousands ​ ​ ​ 2025 ​ 2024 ​ ​ ​ 2023 Cash used in operating activities ​ ​ ​ $ (49,658) ​ $ (52,700) ​ ​ ​ $ (50,780) Cash used in investing activities ​ (23,821) ​ (102,881) ​ (108,302) Cash (used in) provided by financing activities ​ ​ (6,972) ​ ​ 279,581 ​ $ 136,214 ​ Operating Activities Cash used in operating activities decreased $3.0 million to $49.7 million in the year ended December 31, 2025, compared to $52.7 million in the prior-year period.
Hospitality revenue decreased $9.6 million, or 23%, to $33.0 million for the year ended December 31, 2023, compared to $42.6 million in the prior-year period.
Hospitality revenue increased $21.9 million, or 73%, to $51.9 million for the year ended December 31, 2025, compared to $30.0 million in the prior-year period.
This change was primarily driven by a $5.2 million increase in rental revenue at the Fulton Market Building due to the commencement of the Alexander Wang lease at the end of 2023 and a $0.4 million increase at the Tin Building.
Rental revenue increased $3.1 million, or 10%, to $33.2 million for the year ended December 31, 2024, compared to $30.1 million in the prior-year period. This change was primarily driven by a $5.2 million increase in rental revenue at the Fulton Market Building due to the commencement of the Alexander Wang lease at the end of 2023.
Results of Operations Comparison of the Years Ended December 31, 2024 and 2023 The following table sets forth our operating results: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, Change ​ in thousands except percentages 2024 2023 $ % ​ REVENUES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Sponsorships, events, and entertainment revenue ​ $ 56,153 ​ $ 60,623 $ (4,470) ​ (7)% ​ Hospitality revenue ​ 29,528 ​ 32,951 ​ (3,423) ​ (10)% ​ Rental revenue ​ 25,363 ​ 22,096 ​ 3,267 ​ 15% ​ Other revenue ​ 92 ​ 8 ​ 84 ​ NM 1 ​ Total revenue ​ 111,136 ​ 115,678 ​ (4,542) ​ (4)% ​ EXPENSES ​ ​ ​ ​ ​ ​ ​ Sponsorships, events, and entertainment costs ​ 43,757 ​ 47,466 ​ (3,709) ​ (8)% ​ Hospitality costs ​ 31,002 ​ 31,432 ​ (430) ​ (1)% ​ Operating costs ​ 44,429 ​ 41,219 ​ 3,210 ​ 8% ​ Provision for (recovery of) doubtful accounts ​ 2,363 ​ 459 ​ 1,904 ​ 415% ​ General and administrative ​ 63,269 ​ 30,536 ​ 32,733 ​ 107% ​ Depreciation and amortization ​ 34,785 ​ 48,432 ​ (13,647) ​ (28)% ​ Other ​ — ​ 81 ​ (81) ​ (100)% ​ Total expenses ​ 219,605 ​ 199,625 ​ 19,980 ​ 10% ​ OTHER ​ ​ ​ ​ ​ ​ ​ Provision for impairment ​ — ​ (672,492) ​ 672,492 ​ (100)% ​ Other income, net ​ 6,729 ​ 33 ​ 6,696 ​ NM 1 ​ Total other ​ 6,729 ​ (672,459) ​ 679,188 ​ (101)% ​ Operating loss ​ (101,740) ​ (756,406) ​ 654,666 ​ (87)% ​ Interest expense, net ​ (6,751) ​ (3,166) ​ (3,585) ​ 113% ​ Equity in losses from unconsolidated ventures ​ (42,571) ​ (80,633) ​ 38,062 ​ (47)% ​ Loss on early extinguishment of debt ​ (1,563) ​ (47) ​ (1,516) ​ NM 1 ​ Loss before income taxes ​ (152,625) ​ (840,252) ​ 687,627 ​ (82)% ​ Income tax (benefit) expense ​ — ​ (2,187) ​ 2,187 ​ (100)% ​ Net loss ​ ​ (152,625) ​ ​ (838,065) ​ 685,440 ​ (82)% ​ Preferred distributions to noncontrolling interest in subsidiary ​ (587) ​ — ​ (587) ​ 100% ​ Net loss attributable to common stockholders ​ $ (153,212) ​ $ (838,065) $ 684,853 ​ (82)% ​ (1) Not Meaningful 55 Table of Contents Net loss attributable to common stockholders decreased $684.9 million, or 82%, to $153.2 million for the year ended December 31, 2024, compared to $838.1 million in the prior-year period, primarily due to a $672.5 million in impairment charges in the third quarter of 2023, a $47.6 million decrease in equity in losses from unconsolidated ventures, and a $13.6 million decrease in depreciation and amortization, partially offset by a $32.9 million increase in general and administrative costs.
This change was primarily due to a $2.2 million loss on disposal of assets in 2025 as well as a $2.0 million litigation settlement received in 2024 that did not recur in 2025. ​ Comparison of the Years Ended December 31, 2024 and 2023 The following table sets forth our operating results: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ ​ Change in thousands except percentages ​ ​ ​ 2024 ​ ​ ​ 2023 ​ ​ ​ $ ​ ​ ​ % REVENUES ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Hospitality revenue ​ $ 29,995 ​ $ 32,301 ​ $ (2,306) ​ (7)% Entertainment revenue ​ ​ 51,428 ​ ​ 57,573 ​ ​ (6,145) ​ (11)% Rental revenue ​ 26,718 ​ 22,096 ​ ​ 4,622 ​ 21% Other revenue ​ 2,082 ​ 2,882 ​ ​ (800) ​ (28)% Total revenue ​ 110,223 ​ 114,852 ​ ​ (4,629) ​ (4)% EXPENSES ​ ​ ​ ​ ​ ​ ​ ​ ​ Hospitality costs ​ 35,252 ​ 36,113 ​ ​ (861) ​ (2)% Entertainment costs ​ 50,788 ​ 51,524 ​ ​ (736) ​ (1)% Operating costs ​ 35,044 ​ 32,371 ​ ​ 2,673 ​ 8% General and administrative ​ 63,269 ​ 30,536 ​ ​ 32,733 ​ 107% Depreciation and amortization ​ 34,785 ​ 48,432 ​ ​ (13,647) ​ (28)% Other ​ — ​ 81 ​ ​ (81) ​ (100)% Total expenses ​ 219,138 ​ 199,057 ​ ​ 20,081 ​ 10% OTHER ​ ​ ​ ​ ​ ​ ​ ​ ​ Provision for impairment ​ ​ — ​ ​ (672,492) ​ ​ 672,492 ​ (100)% Other income, net ​ 6,729 ​ 33 ​ ​ 6,696 ​ 20291% Total other ​ 6,729 ​ (672,459) ​ ​ 679,188 ​ (101)% Operating loss ​ (102,186) ​ (756,664) ​ ​ 654,478 ​ (86)% Interest expense, net ​ (6,751) ​ (3,166) ​ ​ (3,585) ​ 113% Equity in losses from unconsolidated ventures ​ (42,125) ​ (80,375) ​ ​ 38,250 ​ (48)% Loss on early extinguishment of debt ​ (1,563) ​ (47) ​ ​ (1,516) ​ 3226% Loss before income taxes ​ (152,625) ​ (840,252) ​ ​ 687,627 ​ (82)% Income tax (benefit) expense ​ — ​ (2,187) ​ ​ 2,187 ​ (100)% Net loss ​ ​ (152,625) ​ ​ (838,065) ​ ​ 685,440 ​ (82)% Preferred distributions to noncontrolling interest in subsidiary ​ (587) ​ — ​ ​ (587) ​ 100% Net loss attributable to common stockholders ​ $ (153,212) ​ $ (838,065) ​ $ 684,853 ​ (82)% ​ Net loss decreased $684.9 million, or 82%, to $153.2 million for the year ended December 31, 2024, compared to $838.1 million in the prior-year period, primarily due to the $672.5 million in impairment charges in the third quarter of 2023, the $37.7 million decrease in equity in losses from unconsolidated ventures, and the $13.6 million decrease in depreciation and amortization, partially offset by a $32.7 million increase in general and administrative costs.
Moreover, severe winter weather conditions, such as snowstorms and freezing temperatures, can further deter customers from visiting our restaurants, further impacting our revenues and cash flow. Our seasonality also results in fluctuations in cash and cash equivalents, accounts receivable, deferred expenses, and accounts payable and other liabilities at different times during the year.
This seasonality pattern results in lower revenues during these periods. Moreover, severe winter weather conditions, such as snowstorms and freezing temperatures, can further deter customers from visiting our restaurants, further impacting our revenues and cash flow.
Seasonality Our operations are highly seasonal and are significantly impacted by weather conditions.
Refer to Note 15 – Subsequent Events for additional information. Seasonality Our operations are highly seasonal and are significantly impacted by weather conditions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK We are subject to interest rate risk with respect to our variable-rate mortgage payable as increases in interest rates would cause our payments to increase. With respect to our fixed-rate mortgage payable, increases in interest rates could make it more difficult to refinance such debt when it becomes due.
Biggest changeITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Prior to February 2026, we were subject to interest rate risk with respect to our variable-rate mortgage payable as increases in interest rates would cause our payments to increase.
For additional information concerning our debt and management’s estimation process to arrive at a fair value of our debt as required by GAAP, please refer to the Liquidity and Capital Resources section above and Note 6 – Mortgages Payable, Net in the Notes to Consolidated and Combined Financial Statements included in this Annual Report. ​ ​ 71 Table of Contents
For additional information concerning our debt and management’s estimation process to arrive at a fair value of our debt as required by GAAP, please refer to the Liquidity and Capital Resources section above and Note 6 – Mortgages Payable, Net in the Notes to Consolidated and Combined Financial Statements included in this Annual Report. ​ ​ 74 Table of Contents
Based on our variable rate debt balance, interest expense would have increased by approximately $0.9 million for the year ended December 31, 2024 if short-term interest rates had been 1% higher. We manage our exposure to interest rate risk on variable-rate debt by regularly monitoring market conditions and adjusting our financing strategy as needed.
Based on our variable rate debt balance as of December 31, 2025, interest expense would have increased by approximately $0.6 million for the year ended December 31, 2025 if short-term interest rates had been 1% higher. We manage our exposure to interest rate risk on variable-rate debt by regularly monitoring market conditions and adjusting our financing strategy as needed.
As of December 31, 2024, the weighted average interest rate on the $41.1 million of fixed-rate indebtedness outstanding was 4.92% per annum, with principal paydowns at various dates through December 15, 2038.
As of December 31, 2025, the weighted average interest rate on the $39.1 million of fixed-rate indebtedness outstanding was 4.92% per annum, with principal paydowns at various dates through December 15, 2038.
While no derivative instruments are currently employed to hedge against interest rate fluctuations, we may consider future strategies, such as refinancing or utilizing fixed-rate debt, to mitigate potential volatility in interest expenses.
While no derivative instruments are currently employed to hedge against interest rate fluctuations, we may consider future strategies, such as refinancing or utilizing fixed-rate debt, to mitigate potential volatility in interest expenses. Our variable-rate mortgage payable was paid in full in connection with the sale of 250 Water Street in February 2026.
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Refer to Note 15 – Subsequent Events for additional details. 73 Table of Contents With respect to our fixed-rate mortgage payable, increases in interest rates could make it more difficult to refinance such debt when it becomes due.