8-K
Seaport Entertainment Group Inc. (SEG)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 24, 2025
SEAPORT ENTERTAINMENT GROUP INC.
(Exact name of registrant as specified in its charter)
| | | |
|---|---|---|
| Delaware | 001-42113 | 99-0947924 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
| | |
|---|---|
| 199 Water Street , 28th Floor | 10038 |
| New York , NY | (Zip code) |
| (Address of principal executive offices) | |
Registrant’s telephone number, including area code: (212) 732-8257
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
|---|---|---|---|---|
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | | SEG | | NYSE American LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On June 24, 2025, Seaport Entertainment Group Inc. (the “Company”) announced that the New York Stock Exchange (“NYSE”) had approved the transfer of the listing of the Company’s common stock, par value $0.01 per share from the NYSE American LLC (“NYSE American”) to the NYSE. The Company expects that its common stock will cease trading on the NYSE American after market close on June 27, 2025 and commence trading on the NYSE at the opening of trading on June 30, 2025. The Company’s common stock will continue to trade under the symbol “SEG.”
Item 7.01.Regulation FD Disclosure.
On June 24, 2025, the Company issued a press release announcing the transfer of the listing of its common stock from the NYSE American to the NYSE. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.
The information in this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits |
|---|
| | | |
|---|---|---|
| Exhibit No. | Description | |
| 99.1 | | Press release, dated June 24, 2025 |
| 104 | | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
|---|---|---|
| Dated: June 24, 2025 | SEAPORT ENTERTAINMENT GROUP INC. | |
| | | |
| | By: | /s/ Lucy Fato |
| | Name: | Lucy Fato |
| | Title: | EVP, General Counsel & Corporate Secretary |
Exhibit 99.1
SEAPORT ENTERTAINMENT GROUP ANNOUNCES UPLISTING TO THE NEW YORK STOCK EXCHANGE
NEW YORK, NY, June 24, 2025 – Seaport Entertainment Group Inc. (NYSE American: SEG) (“Seaport Entertainment Group,” “SEG,” “we,” “our," or the “Company”) announced today that the Company has been approved for uplisting to the New York Stock Exchange (“NYSE”) from the NYSE American LLC (the “NYSE American”). As a result of this uplisting, the Company’s common stock will cease trading on the NYSE American after market close on June 27, 2025, and will commence trading on the NYSE effective at the opening of trading on June 30, 2025. The Company’s common stock will continue to trade under the symbol “SEG.”
“Uplisting to the NYSE marks another defining milestone for Seaport Entertainment Group and is a proud moment for our team,” said Anton Nikodemus, Chairman, President, and Chief Executive Officer of Seaport Entertainment Group. “We are excited to broaden our reach to a wider investor base and to continue building long-term value for our shareholders.”
About Seaport Entertainment Group
Seaport Entertainment Group (NYSE American: SEG) is a premier entertainment and hospitality company formed to own, operate, and develop a unique collection of assets positioned at the intersection of entertainment and real estate. Seaport Entertainment Group’s focus is to deliver unparalleled experiences through a combination of restaurant, entertainment, sports, retail and hospitality offerings integrated into one-of-a-kind real estate that redefine entertainment and hospitality. For more information, please visit www.seaportentertainment.com.
Safe Harbor and Forward-Looking Statements
This press release includes forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals, objectives, outlook, expectations, and intentions. Forward-looking statements are based on the Company’s current expectations and involve risks and uncertainties that could cause actual results to differ materially from those expressed or implied in such forward-looking statements, including the risks and uncertainties discussed in our filings with the Securities and Exchange Commission (the “SEC”), including our most recent Annual Report on Form 10-K and subsequent Quarterly Reports on Form 10-Q . Forward-looking statements speak only as of the date of this press release. The Company undertakes no obligation to update or revise any of the Company’s forward-looking statements for events or circumstances that arise after the date of this press release, except as may be required by applicable law.
Availability of Information on SEG’s Website and Social Media Channels
Investors and others should note that SEG routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the SEG Investor Relations website. The Company uses these channels as well as social media channels (e.g., LinkedIn www.linkedin.com/company/new-york-seaportentertainment) as a means of disclosing information about the Company's business to our customers, employees, investors, and the public. While not all of the information that the Company posts on the SEG Investor Relations website or on the Company's social media channels is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in SEG to review the information that it shares through its website and Seaport Entertainment Group NYSE American: SEG 199 Water Street, 28^th^ Floor, New York, NY 10038
on the Company's social media channels. Users may automatically receive email alerts and other information about the Company when enrolling an email address by visiting "Email Alerts" in the "Resources" section of the SEG Investor Relations website at https://ir.seaportentertainment.com/resources/email-alerts. The contents of these websites are not incorporated by reference into this press release or any report or document SEG files with the SEC, and any references to the websites are intended to be inactive textual references only.
Contacts:
Investor Relations:
Seaport Entertainment Group Inc.
T: (212) 732-8257
ir@seaportentertainment.com
Media Relations:
The Door
theseaport@thedooronline.com Seaport Entertainment Group NYSE American: SEG 199 Water Street, 28^th^ Floor, New York, NY 10038