8-K
Seaport Entertainment Group Inc. (SEG)
8-K
2025-08-11
For: 2025-08-11
View Original
Added on
April 10, 2026
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): August 11, 2025
SEAPORT ENTERTAINMENT GROUP INC.
(Exact name of registrant as specified in charter)
| | | |
|---|---|---|
| Delaware | 001-42113 | 99-0947924 |
| (State or other jurisdiction | (Commission File Number) | (IRS Employer |
| of incorporation) | | Identification No.) |
| | |
|---|---|
| 199 Water Street , 28th Floor | 10038 |
| New York , NY | (Zip code) |
| (Address of principal executive offices) | |
Registrant’s telephone number, including area code: (212) 732-8257
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| --- | --- |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| | | | | |
|---|---|---|---|---|
| Title of each class | Trading symbol | Name of each exchange on which registered | ||
| Common stock, par value $0.01 per share | | SEG | | NYSE |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Item 2.02Results of Operations and Financial Condition.
On August 11, 2025, Seaport Entertainment Group Inc. (the “Company” or “we”) issued an earnings press release relating to the Company’s financial results for the quarter ended June 30, 2025, and issued a related supplemental disclosure package. The press release and supplemental disclosure package are attached hereto as Exhibit 99.1 and 99.2, respectively, and are incorporated by reference herein.
The information in Item 2.02 of this Current Report, including Exhibit 99.1 and 99.2, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. Such information shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, unless it is specifically incorporated by reference therein.
Item 9.01Financial Statements and Exhibits.
| (d) | Exhibits |
|---|
| | | |
|---|---|---|
| Exhibit No. | Description | |
| 99.1 | | Earnings Press Release, dated August 11, 2025 |
| 99.2 | | Supplemental Disclosure Package |
| 104 | | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | |
|---|---|---|
| Dated: August 11, 2025 | SEAPORT ENTERTAINMENT GROUP INC. | |
| | | |
| | By: | /s/ Lucy Fato |
| | Name: | Lucy Fato |
| | Title: | EVP, General Counsel & Corporate Secretary |
SEG 2024 Q4 and Full Year Earnings Press Release
Exhibit 99.1
SEAPORT ENTERTAINMENT GROUP REPORTS SECOND QUARTER 2025 RESULTS
NEW YORK, NY, August 11, 2025 – Seaport Entertainment Group Inc. (NYSE: SEG) (“Seaport Entertainment Group,” “SEG”, “we,” “our," or the “Company”) announced today its operating and financial results for the quarter ended June 30, 2025.
“In just our first year as a standalone publicly traded company, we’ve made tremendous progress in establishing a strong foundation for success and future growth. I’m proud of our team’s relentless focus and execution as we create unforgettable experiences for our guests at the Seaport and Las Vegas Ballpark,” said Anton Nikodemus, Chairman, President and Chief Executive Officer of Seaport Entertainment Group. “I’m optimistic that the year-over-year gains we achieved in the second quarter across all lines of business will carry into the third quarter, fueled by the strength of the Seaport Concert Series on The Rooftop at Pier 17, continued diversification and optimization of our hospitality offerings, execution of our broader real estate strategy at the Seaport, and the Las Vegas Aviators’ push for a September playoff run. Our progress is building, our opportunities are growing, and we believe we are on track to deliver long-term value for our stakeholders.”
Select Second Quarter 2025 Results
| ◾ | Net Loss of ($14.8) million, or ($1.16) per basic and diluted share attributable to common stockholders. |
|---|---|
| ◾ | Non-GAAP Adjusted Net Loss Attributable to Common Stockholders of ($7.4) million, or ($0.58) per basic and diluted share. |
| --- | --- |
| ◾ | Announced the exploration of strategic alternatives for the Company’s 250 Water Street development site. |
| --- | --- |
| ◾ | Signed a 4,478 square foot long-term lease with Willett’s NYC, a café, tavern, and whiskey and cocktail bar reminiscent of “Old New York,” and a 1,442 square foot long-term lease with Cork Wine Bar, both in the historic Cobblestones area of the Seaport neighborhood. |
| --- | --- |
| ◾ | Nike exercised an early termination right related to their office space at Pier 17. As part of the termination agreement, the Company received half of the termination payment in Q2 2025, with the remaining balance of the termination payment due at the end of the revised lease term in 2027. |
| --- | --- |
| ◾ | Completed the Company’s corporate restructuring in partnership with Jean-Georges Restaurants, collapsing the Tin Building joint venture and various management agreement structures, while converting the Tin Building by Jean-Georges and The Fulton management agreements into new Jean-Georges Restaurants license agreements. |
| --- | --- |
| ◾ | Uplisted to the NYSE from the NYSE American and added to the Russell 2000 Index and Russell Microcap Index. |
| --- | --- |
Select Year-to-Date 2025 Results
| ◾ | Net Loss of ($46.7) million, or ($3.68) per basic and diluted share attributable to common stockholders. |
|---|---|
| ◾ | Non-GAAP Adjusted Net Loss Attributable to Common Stockholders of ($30.2) million, or ($2.38) per basic and diluted share. |
| --- | --- |
| ◾ | Hired and onboarded employees of Creative Culinary Management Company LLC (“CCMC”), an indirect wholly owned subsidiary of Jean-Georges Restaurants, to internalize food and beverage operations at most of the Company’s wholly owned and joint venture-owned restaurants in the Seaport. |
|---|---|
| ◾ | Leased, programmed, or established development plans for approximately 98,900 square feet of space within the Seaport neighborhood, including signed leases with Meow Wolf, Willett’s NYC, and Cork Wine Bar, and the planned development of meeting and event space on the fourth floor of Pier 17. |
| --- | --- |
| ◾ | Announced the Seaport neighborhood as the host location for the New York City Wine & Food Festival in October 2025 with Chef Jean-Georges Vongerichten serving as Culinary Host for the event. |
| --- | --- |
| ◾ | Hosted the Macy's 4^th^ of July Fireworks® at the Seaport neighborhood. |
| --- | --- |
Quarterly Results
The table below provides a summary of the Company’s unaudited consolidated and combined operating and financial results for the three months ended June 30, 2025 and June 30, 2024:
| | | For the Three Months Ended June 30, 2025 | | For the Three Months Ended June 30, 2024 | | Variance <br>to Comparable <br>Period in Prior Year | |
|---|---|---|---|---|---|---|---|
| Total revenues^1^ | $ | 39,801 | $ | 33,670 | $ | 6,131 | 18.2% |
| | | | | | | | |
| Net loss | $ | (14,424) | $ | (34,997) | $ | 20,573 | 58.8% |
| Net loss attributable to common stockholders | $ | (14,774) | $ | (34,997) | $ | 20,223 | 57.8% |
| Net loss attributable to common stockholders per share | $ | (1.16) | $ | (6.34) | $ | 5.17 | 81.6% |
| | | | | | | | |
| Non-GAAP Adjusted Net Loss Attributable <br>to Common Stockholders^2^ | $ | (7,415) | $ | (28,384) | $ | 20,969 | 73.9% |
| Non-GAAP Adjusted Net Loss Attributable <br>to Common Stockholders Per Share^2^ | $ | (0.58) | $ | (5.14) | $ | 4.56 | 88.6% |
Note: $ in thousands, except per share data.
| ^1^ | Period-over-period total revenues comparability was impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025. In 2024, the Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in equity in earnings (losses) from unconsolidated ventures within our Statements of Operations. |
|---|---|
| ^2^ | See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of net loss attributable to the common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share. |
| --- | --- |
Year-to-Date Results
The table below provides a summary of the Company’s unaudited consolidated and combined operating and financial results for the six months ended June 30, 2025 and June 30, 2024:
| | | For the Six Months Ended June 30, 2025 | | For the Six Months Ended June 30, 2024 | | Variance <br>to Comparable <br>Period in Prior Year | |
|---|---|---|---|---|---|---|---|
| Total revenues^1^ | $ | 55,870 | $ | 48,181 | $ | 7,689 | 16.0% |
| | | | | | | | |
| Net loss | $ | (45,962) | $ | (79,075) | $ | 33,113 | 41.9% |
| Net loss attributable to common stockholders | $ | (46,662) | $ | (79,075) | $ | 32,413 | 41.0% |
| Net loss attributable to common stockholders per share | $ | (3.68) | $ | (14.32) | $ | 10.64 | 74.3% |
| | | | | | | | |
| Non-GAAP Adjusted Net Loss Attributable <br>to Common Stockholders^2^ | $ | (30,173) | $ | (63,028) | $ | 32,855 | 52.1% |
| Non-GAAP Adjusted Net Loss Attributable <br>to Common Stockholders Per Share^2^ | $ | (2.38) | $ | (11.41) | $ | 9.03 | 79.2% |
|---|
Note: $ in thousands, except per share data.
| ^1^ | Period-over-period total revenues comparability was impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025. In 2024, the Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in equity in earnings (losses) from unconsolidated ventures within our Statements of Operations. |
|---|---|
| ^2^ | See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of net loss attributable to the common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share. |
| --- | --- |
Balance Sheet
As of June 30, 2025, the Company had $125.4 million in cash, cash equivalents and restricted cash and $101.4 million of consolidated debt outstanding at an effective weighted-average interest rate of 7.3%. As of June 30, 2025, 40% of consolidated debt was fixed at a weighted-average interest rate of 4.9% and the remaining 60% of the Company’s consolidated debt was floating at a weighted-average interest rate of 11.3% before the effects of the Company’s total return swap, which reduces the effective rate of the floating rate debt to 8.8%. Additionally, 100% of the Company’s outstanding debt is asset-specific, secured debt, and the weighted-average maturity of the Company’s consolidated debt is approximately 7.7 years. The Company has no meaningful debt maturities until Q3 2029.
Investor Conference Call and Webcast
The Company will host a conference call to present its second quarter 2025 results on Tuesday, August 12, 2025, at 8:30 AM ET. During the call Chairman, President and CEO Anton Nikodemus and CFO Matt Partridge will address questions e‐mailed in advance by investors to: ir@seaportentertainment.com.
An audio webcast of the conference call will be available through the “Investors” section of the Company’s website at www.seaportentertainment.com. Please log in ten minutes prior to the scheduled start time to register. A replay of the audio webcast will be available on the Company’s website shortly after the conclusion of the call until August 26, 2025.
To dial into the Telephone Conference Call:
Domestic: 1-877-407-3982
International: 1-201-493-6780
Conference Call Playback:
Domestic: 1-844-512-2921
International: 1-412-317-6671
Passcode: 13753917
About Seaport Entertainment Group
Seaport Entertainment Group (NYSE: 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. Factors that could cause the Company’s results to differ materially from current expectations include, but are not limited to: risks related to our recent separation from, and relationship with, Howard Hughes; risks related to macroeconomic conditions; risks related to the impact of tariffs and global trade disruptions on us and our tenants, including the impact on inflation, interest rates, supply chains and consumer sentiment and spending; changes in discretionary consumer spending patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability to obtain operating and development capital on favorable terms, or at all; the availability of debt and equity capital; the Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively; the Company’s ability to successfully identify, acquire, develop, and manage properties on terms that are favorable to it; the impact of uncertainty around, and disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties and operations in Manhattan and the Las Vegas area; extreme weather conditions or climate change that may cause property damage or interrupt business; the impact of water and electricity shortages on the Company’s business; the contamination of the Company’s properties by hazardous or toxic substances; catastrophic events or geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other acts of violence, or the perception of a heightened threat of such events; losses that are not insured or that excess the applicable insurance limits; risks related to the disruption or failure of information technology networks and related systems – both ours and those operated and managed by third parties; regulatory and legal requirements applicable to our assets; the Company’s ability to attract and retain key personnel; the Company’s inability to control certain properties due to the joint ownership of such property and inability to successfully attract desirable strategic partners, including joint venture partners; risks related to the concentration of ownership of our common stock by Pershing Square; and the other factors detailed in the Company’s filings with the Securities and Exchange Commission (the “SEC”). Forward-looking statements speak only as of the date of this press release. The Company is under no obligation to publicly update or revise and forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable law.
Non-GAAP Financial Measures
Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share, each of which are non-GAAP financial measures. We believe these non-GAAP financial measures are useful to investors because they provide a meaningful supplement to the Company’s operating performance and period-over-period changes without regard to certain potential distortions or certain non-cash items.
Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share do not represent cash generated from operating activities and are not necessarily indicative of cash available to fund cash requirements. Accordingly, they should not be considered alternatives to net income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP financial measures.
To derive Non-GAAP Adjusted Net Loss Attributable to Common Stockholders, GAAP net income (loss) attributable to common stockholders is adjusted to exclude depreciation and amortization, as well as gains and losses from the sale of assets, gains or losses on extinguishment of debt, and provision for impairment, and these adjustments include the pro rata share of such adjustments of unconsolidated subsidiaries. Additionally, adjustments are made for non-cash revenues and expenses such as straight-line rental revenue and expenses, amortization of above- and below-market lease related intangibles, and non-cash compensation; other non-recurring items such as termination fees, corporate restructuring costs incurred since separating from Howard Hughes, and legal settlements; and certain capitalized items such as capitalized interest. Please see the reconciliation table provided in this press release for a reconciliation of Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share to the most directly comparable GAAP measures of net income (loss).
Availability of Information on SEG’s Website and Social Media Channels
Investors and others should note that SEG routinely announces material information to investors and the marketplace using SEC filings, press releases, public conference calls, webcasts and the SEG Investor Relations website. The Company uses these channels as well as social media channels (e.g., LinkedIn www.linkedin.com/company/new-york-seaportentertainment) as a means of disclosing information about the Company's business to our customers, employees, investors, and the public. While not all of the information that the Company posts to the SEG Investor Relations website or on the Company's social media channels is of a material nature, some information could be deemed to be material. Accordingly, the Company encourages investors, the media, and others interested in SEG to review the information that it shares through its website and on the Company's social media channels. Users may automatically receive email alerts and other information about the Company when enrolling an email address by visiting "Email Alerts" in the "Resources" section of the SEG Investor Relations website at https://ir.seaportentertainment.com/resources/email-alerts. The contents of these websites are not incorporated by reference into this press release or any report or document SEG files with the SEC, and any references to the websites are intended to be inactive textual references only.
Contacts:
Investor Relations:
Seaport Entertainment Group Inc.
T: (212) 732-8257
ir@seaportentertainment.com
Media Relations:
The Door
theseaport@thedooronline.com
Seaport Entertainment Group
Consolidated Balance Sheets
(in thousands, except par value amounts)
| | | | | | | |
|---|---|---|---|---|---|---|
| | **** | (Unaudited) | **** | | ||
| | | June 30, 2025 | | December 31, 2024 | ||
| ASSETS | | | ||||
| Buildings and equipment | | $ | 543,089 | | $ | 522,667 |
| Less: accumulated depreciation | | (220,627) | | (215,484) | ||
| Land | | 9,497 | | 9,497 | ||
| Developments | | 148,096 | | 146,461 | ||
| Net investment in real estate | | 480,055 | | 463,141 | ||
| Investments in unconsolidated ventures | | 17,832 | | 28,326 | ||
| Cash and cash equivalents | | 123,276 | | 165,667 | ||
| Restricted cash | | 2,087 | | 2,178 | ||
| Accounts receivable, net | | 8,399 | | 5,246 | ||
| Deferred expenses, net | | 4,343 | | 4,515 | ||
| Operating lease right-of-use assets, net | | 45,949 | | 38,682 | ||
| Other assets, net | | 35,285 | | 35,801 | ||
| Total assets | | $ | 717,226 | | $ | 743,556 |
| | | | | | | |
| LIABILITIES | | | ||||
| Mortgages payable, net | | $ | 100,632 | | $ | 101,593 |
| Operating lease obligations | | 55,787 | | 47,470 | ||
| Accounts payable and other liabilities | | 33,002 | | 23,111 | ||
| Total liabilities | | **** | 189,421 | | **** | 172,174 |
| | | | | | | |
| EQUITY | | | | |||
| Preferred stock, $0.01 par value, 20,000 shares authorized, none issued or outstanding | | | — | | | — |
| Common stock, $0.01 par value, 480,000 shares authorized, 12,698 issued and outstanding as of June 30, 2025, and 12,708 issued and outstanding issued or outstanding as of December 31, 2024 | | | 127 | | | 127 |
| Additional paid in capital | | | 616,100 | | | 613,015 |
| Accumulated deficit | | (98,322) | | (51,660) | ||
| Total Stockholders' equity | | **** | 517,905 | | 561,482 | |
| Noncontrolling interest in subsidiary | | | 9,900 | | | 9,900 |
| Total equity | | | 527,805 | | | 571,382 |
| Total liabilities and equity | | $ | 717,226 | | $ | 743,556 |
Seaport Entertainment Group
Consolidated and Combined Statements of Operations
(in thousands, except per share amounts)
(Unaudited)
| | | Three months ended June 30, | | Six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | 2025 | | | 2024 | | | 2025 | | | 2024 |
| REVENUES | | | | | | | | | | | | |
| Hospitality revenue | | $ | 15,177 | | $ | 9,053 | | $ | 22,912 | | $ | 13,130 |
| Entertainment revenue | | 19,908 | | 17,153 | | 24,117 | | 20,717 | ||||
| Rental revenue | | 4,232 | | 6,814 | | 8,021 | | 13,351 | ||||
| Other revenue | | 484 | | 650 | | 820 | | 983 | ||||
| Total revenues | | **** | 39,801 | | **** | 33,670 | | **** | 55,870 | | **** | 48,181 |
| | | | | | | | | | | | | |
| EXPENSES | | | | | ||||||||
| Hospitality costs | | 17,845 | | 9,693 | | 33,587 | | 15,961 | ||||
| Entertainment costs | | 15,281 | | 14,925 | | 22,358 | | 21,306 | ||||
| Operating costs | | 7,684 | | 10,375 | | 15,763 | | 18,938 | ||||
| General and administrative | | 8,291 | | 18,613 | | 18,073 | | 35,167 | ||||
| Depreciation and amortization | | 6,581 | | 5,333 | | 14,672 | | 13,407 | ||||
| Total expenses | | **** | 55,682 | | **** | 58,939 | | **** | 104,453 | | **** | 104,779 |
| | | | | | | | | | | | | |
| OTHER | | | | | ||||||||
| Other income (loss), net | | (126) | | (91) | | (126) | | (83) | ||||
| Total other | | (126) | | (91) | | (126) | | (83) | ||||
| Operating income (loss) | | (16,007) | | (25,360) | | (48,709) | | (56,681) | ||||
| Interest income (expense) | | 801 | | (3,210) | | 1,795 | | (5,756) | ||||
| Equity earnings (losses) from unconsolidated ventures | | 782 | | (6,427) | | 952 | | (16,638) | ||||
| Income (loss) before income taxes | | (14,424) | | (34,997) | | (45,962) | | (79,075) | ||||
| Income tax expense (benefit) | | — | | — | | — | | — | ||||
| Net loss | | **** | (14,424) | | **** | (34,997) | | **** | (45,962) | | **** | (79,075) |
| Preferred distributions to noncontrolling interest in subsidiary | | | (350) | | | — | | | (700) | | | — |
| Net loss attributable to common stockholders | | $ | (14,774) | | $ | (34,997) | | $ | (46,662) | | $ | (79,075) |
| | | | | | | | | | | | | |
| Total weighted average shares | | | | | | | | | | | | |
| Basic | | | 12,695 | | | 5,522 | | | 12,695 | | | 5,522 |
| Diluted | | | 12,695 | | | 5,522 | | | 12,695 | | | 5,522 |
| **** | | | | | | | | | | | | |
| Earnings (loss) per share attributable to common shareholders | | | | | | | | | | | | |
| Basic | | $ | (1.16) | | $ | (6.34) | | $ | (3.68) | | $ | (14.32) |
| Diluted | | $ | (1.16) | | $ | (6.34) | | $ | (3.68) | | $ | (14.32) |
Seaport Entertainment Group
Reconciliation of Net Loss to Non-GAAP Adjusted Net Loss Attributable to Common Stockholders
(in thousands, except per share amounts)
(Unaudited)
| | | Three months ended June 30, | | Six months ended June 30, | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | | | 2025 | | | 2024 | | | 2025 | | | 2024 |
| Net loss | | $ | (14,424) | | $ | (34,997) | | $ | (45,962) | | $ | (79,075) |
| Preferred distributions to noncontrolling interest in subsidiary | | | (350) | | | — | | | (700) | | | — |
| Net loss attributable to common stockholders | | | (14,774) | | | (34,997) | | | (46,662) | | | (79,075) |
| Adjustments: | | | | | | | | | | | | |
| Depreciation and amortization | | 7,603 | | 6,397 | | | 15,701 | | | 15,467 | ||
| Lease Termination Fee Income | | (190) | | — | | | (190) | | | — | ||
| Non-cash compensation | | 1,738 | | (592) | | | 3,775 | | | 66 | ||
| Straight line rent, net | | (230) | | 717 | | | 425 | | | 1,098 | ||
| Capitalized interest | | (1,688) | | — | | | (3,348) | | | (667) | ||
| Other (income) loss | | 126 | | 91 | | | 126 | | | 83 | ||
| Non-GAAP adjusted net loss attributable to common stockholders | | (7,415) | | (28,384) | | | (30,173) | | | (63,028) | ||
| | | | | | | | | | | | | |
| Total weighted average shares | | | | | | | | | | | | |
| Basic | | | 12,695 | | | 5,522 | | | 12,695 | | | 5,522 |
| Diluted | | | 12,695 | | | 5,522 | | | 12,695 | | | 5,522 |
| **** | | | | | | | | | | | | |
| Non-GAAP adjusted net loss attributable to common stockholders per share | ||||||||||||
| Basic | | $ | (0.58) | | $ | (5.14) | | $ | (2.38) | | $ | (11.41) |
| Diluted | | $ | (0.58) | | $ | (5.14) | | $ | (2.38) | | $ | (11.41) |
Exhibit 99.2
| Q2 2025<br>SUPPLEMENTAL |
|---|
| Table of Contents<br>2<br>Q2 2025 Earnings Release p. 3<br>Capitalization p. 11<br>Debt Summary p. 12<br>Debt Maturities p. 13<br>Capital Investments p. 14<br>Portfolio Summary p. 15<br>Seaport NYC Detail p. 16<br>Seaport NYC Operating Statistics p. 17<br>2025 Statement of Operations p. 18<br>2024 Pro Forma Statement of Operations p. 19<br>Segment Adjusted EBITDA – Q2 2025, Q2 2024 Pro Forma, and YoY Change p. 20<br>Contact Information p. 23<br>Safe Harbor, Non-GAAP Financial Measures, and Key Terms and References p. 24 |
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| SEAPORT ENTERTAINMENT GROUP REPORTS SECOND QUARTER 2025 RESULTS<br>NEW YORK, NY, August 11, 2025 – Seaport Entertainment Group Inc. (NYSE: SEG) (“Seaport Entertainment<br>Group,” “SEG”, “we,” “our," or the “Company”) announced today its operating and financial results for the quarter<br>ended June 30, 2025.<br>“In just our first year as a standalone publicly traded company, we’ve made tremendous progress in establishing<br>a strong foundation for success and future growth. I’m proud of our team’s relentless focus and execution as we<br>create unforgettable experiences for our guests at the Seaport and Las Vegas Ballpark,” said Anton Nikodemus,<br>Chairman, President and Chief Executive Officer of Seaport Entertainment Group. “I’m optimistic that the year-over-year gains we achieved in the second quarter across all lines of business will carry into the third quarter,<br>fueled by the strength of the Seaport Concert Series on The Rooftop at Pier 17, continued diversification and<br>optimization of our hospitality offerings, execution of our broader real estate strategy at the Seaport, and the Las<br>Vegas Aviators’ push for a September playoff run. Our progress is building, our opportunities are growing, and we<br>believe we are on track to deliver long-term value for our stakeholders.”<br>Select Second Quarter 2025 Results<br>▪ Net Loss of ($14.8) million, or ($1.16) per basic and diluted share attributable to common stockholders.<br>▪ Non-GAAP Adjusted Net Loss Attributable to Common Stockholders of ($7.4) million, or ($0.58) per basic<br>and diluted share.<br>▪ Announced the exploration of strategic alternatives for the Company’s 250 Water Street development site.<br>▪ Signed a 4,478 square foot long-term lease with Willett’s NYC, a café, tavern, and whiskey and cocktail bar<br>reminiscent of “Old New York,” and a 1,442 square foot long-term lease with Cork Wine Bar, both in the<br>historic Cobblestones area of the Seaport neighborhood.<br>▪ Nike exercised an early termination right related to their office space at Pier 17. As part of the termination<br>agreement, the Company received half of the termination payment in Q2 2025, with the remaining balance<br>of the termination payment due at the end of the revised lease term in 2027.<br>▪ Completed the Company’s corporate restructuring in partnership with Jean-Georges Restaurants,<br>collapsing the Tin Building joint venture and various management agreement structures, while converting<br>the Tin Building by Jean-Georges and The Fulton management agreements into new Jean-Georges<br>Restaurants license agreements.<br>▪ Uplisted to the NYSE from the NYSE American and added to the Russell 2000 Index and Russell Microcap<br>Index.<br>Select Year-to-Date 2025 Results<br>▪ Net Loss of ($46.7) million, or ($3.68) per basic and diluted share attributable to common stockholders.<br>▪ Non-GAAP Adjusted Net Loss Attributable to Common Stockholders of ($30.2) million, or ($2.38) per basic<br>and diluted share.<br>▪ Hired and onboarded employees of Creative Culinary Management Company LLC (“CCMC”), an indirect<br>wholly owned subsidiary of Jean-Georges Restaurants, to internalize food and beverage operations at most<br>of the Company’s wholly owned and joint venture-owned restaurants in the Seaport. |
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| ▪ Leased, programmed, or established development plans for approximately 98,900 square feet of space<br>within the Seaport neighborhood, including signed leases with Meow Wolf, Willett’s NYC, and Cork Wine<br>Bar, and the planned development of meeting and event space on the fourth floor of Pier 17.<br>▪ Announced the Seaport neighborhood as the host location for the New York City Wine & Food Festival in<br>October 2025 with Chef Jean-Georges Vongerichten serving as Culinary Host for the event.<br>▪ Hosted the Macy's 4th of July Fireworks® at the Seaport neighborhood.<br>Quarterly Results<br>The table below provides a summary of the Company’s unaudited consolidated and combined operating and<br>financial results for the three months ended June 30, 2025 and June 30, 2024:<br>For the Three<br>Months Ended<br>June 30, 2025<br>For the Three<br>Months Ended<br>June 30, 2024<br>Variance<br>to Comparable<br>Period in Prior Year<br>Total revenues1 $ 39,801 $ 33,670 $ 6,131 18.2%<br>Net loss $ (14,424) $ (34,997) $ 20,573 58.8%<br>Net loss attributable to common stockholders $ (14,774) $ (34,997) $ 20,223 57.8%<br>Net loss attributable to common stockholders per share $ (1.16) $ (6.34) $ 5.17 81.6%<br>Non-GAAP Adjusted Net Loss Attributable<br>to Common Stockholders2<br>$ (7,415) $ (28,384) $ 20,969 73.9%<br>Non-GAAP Adjusted Net Loss Attributable<br>to Common Stockholders Per Share2<br>$ (0.58) $ (5.14) $ 4.56 88.6%<br>Note: $ in thousands, except per share data.<br>1 Period-over-period total revenues comparability was impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025. In 2024, the<br>Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in equity in earnings (losses) from<br>unconsolidated ventures within our Statements of Operations.<br>2 See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of net loss attributable to<br>the common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP<br>Adjusted Net Loss Attributable to Common Stockholders Per Share.<br>Year-to-Date Results<br>The table below provides a summary of the Company’s unaudited consolidated and combined operating and<br>financial results for the six months ended June 30, 2025 and June 30, 2024:<br>For the Six<br>Months Ended<br>June 30, 2025<br>For the Six<br>Months Ended<br>June 30, 2024<br>Variance<br>to Comparable<br>Period in Prior Year<br>Total revenues1 $ 55,870 $ 48,181 $ 7,689 16.0%<br>Net loss $ (45,962) $ (79,075) $ 33,113 41.9%<br>Net loss attributable to common stockholders $ (46,662) $ (79,075) $ 32,413 41.0%<br>Net loss attributable to common stockholders per share $ (3.68) $ (14.32) $ 10.64 74.3%<br>Non-GAAP Adjusted Net Loss Attributable<br>to Common Stockholders2<br>$ (30,173) $ (63,028) $ 32,855 52.1%<br>Non-GAAP Adjusted Net Loss Attributable<br>to Common Stockholders Per Share2<br>$ (2.38) $ (11.41) $ 9.03 79.2%<br>Note: $ in thousands, except per share data. |
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| 1 Period-over-period total revenues comparability was impacted by the consolidation of the Tin Building by Jean-Georges as of January 1, 2025. In 2024, the<br>Tin Building by Jean-Georges was an unconsolidated joint venture accounted for under the equity method in equity in earnings (losses) from<br>unconsolidated ventures within our Statements of Operations.<br>2 See the “Non-GAAP Financial Measures” section and tables at the end of this press release for a discussion and reconciliation of net loss attributable to<br>the common stockholders to non-GAAP financial measures, including Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP<br>Adjusted Net Loss Attributable to Common Stockholders Per Share.<br>Balance Sheet<br>As of June 30, 2025, the Company had $125.4 million in cash, cash equivalents and restricted cash and $101.4<br>million of consolidated debt outstanding at an effective weighted-average interest rate of 7.3%. As of June 30,<br>2025, 40% of consolidated debt was fixed at a weighted-average interest rate of 4.9% and the remaining 60% of<br>the Company’s consolidated debt was floating at a weighted-average interest rate of 11.3% before the effects of<br>the Company’s total return swap, which reduces the effective rate of the floating rate debt to 8.8%. Additionally,<br>100% of the Company’s outstanding debt is asset-specific, secured debt, and the weighted-average maturity of<br>the Company’s consolidated debt is approximately 7.7 years. The Company has no meaningful debt maturities<br>until Q3 2029.<br>Investor Conference Call and Webcast<br>The Company will host a conference call to present its second quarter 2025 results on Tuesday, August 12, 2025,<br>at 8:30 AM ET. During the call Chairman, President and CEO Anton Nikodemus and CFO Matt Partridge will address<br>questions e‐mailed in advance by investors to: ir@seaportentertainment.com.<br>An audio webcast of the conference call will be available through the “Investors” section of the Company’s website<br>at www.seaportentertainment.com. Please log in ten minutes prior to the scheduled start time to register. A replay<br>of the audio webcast will be available on the Company’s website shortly after the conclusion of the call until<br>August 26, 2025.<br>To dial into the Telephone Conference Call:<br>Domestic: 1-877-407-3982<br>International: 1-201-493-6780<br>Conference Call Playback:<br>Domestic: 1-844-512-2921<br>International: 1-412-317-6671<br>Passcode: 13753917<br>About Seaport Entertainment Group<br>Seaport Entertainment Group (NYSE: SEG) is a premier entertainment and hospitality company formed to own,<br>operate, and develop a unique collection of assets positioned at the intersection of entertainment and real estate.<br>Seaport Entertainment Group’s focus is to deliver unparalleled experiences through a combination of restaurant,<br>entertainment, sports, retail and hospitality offerings integrated into one-of-a-kind real estate that redefine<br>entertainment and hospitality. For more information, please visit www.seaportentertainment.com.<br>Safe Harbor and Forward-Looking Statements<br>This press release includes forward-looking statements within the meaning of the federal securities laws. Such<br>forward-looking statements include, but are not limited to, statements concerning the Company’s plans, goals,<br>objectives, outlook, expectations, and intentions. Forward-looking statements are based on the Company’s |
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| current expectations and involve risks and uncertainties that could cause actual results to differ materially from<br>those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results<br>to differ materially from current expectations include, but are not limited to: risks related to our recent separation<br>from, and relationship with, Howard Hughes; risks related to macroeconomic conditions; risks related to the<br>impact of tariffs and global trade disruptions on us and our tenants, including the impact on inflation, interest<br>rates, supply chains and consumer sentiment and spending; changes in discretionary consumer spending<br>patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets<br>and trends in the real estate industry; the Company’s ability to obtain operating and development capital on<br>favorable terms, or at all; the availability of debt and equity capital; the Company’s ability to renew its leases or re-lease available space; the Company’s ability to compete effectively; the Company’s ability to successfully identify,<br>acquire, develop, and manage properties on terms that are favorable to it; the impact of uncertainty around, and<br>disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties and<br>operations in Manhattan and the Las Vegas area; extreme weather conditions or climate change that may cause<br>property damage or interrupt business; the impact of water and electricity shortages on the Company’s business;<br>the contamination of the Company’s properties by hazardous or toxic substances; catastrophic events or<br>geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other<br>acts of violence, or the perception of a heightened threat of such events; losses that are not insured or that excess<br>the applicable insurance limits; risks related to the disruption or failure of information technology networks and<br>related systems – both ours and those operated and managed by third parties; regulatory and legal requirements<br>applicable to our assets; the Company’s ability to attract and retain key personnel; the Company’s inability to<br>control certain properties due to the joint ownership of such property and inability to successfully attract desirable<br>strategic partners, including joint venture partners; risks related to the concentration of ownership of our common<br>stock by Pershing Square; and the other factors detailed in the Company’s filings with the Securities and Exchange<br>Commission (the “SEC”). Forward-looking statements speak only as of the date of this press release. The<br>Company is under no obligation to publicly update or revise and forward-looking statements, whether as a result<br>of new information, future events or otherwise, except as required by applicable law.<br>Non-GAAP Financial Measures<br>Our reported results are presented in accordance with accounting principles generally accepted in the United<br>States of America (“GAAP”). We also disclose Non-GAAP Adjusted Net Loss Attributable to Common Stockholders<br>and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share, each of which are non-GAAP<br>financial measures. We believe these non-GAAP financial measures are useful to investors because they provide<br>a meaningful supplement to the Company’s operating performance and period-over-period changes without<br>regard to certain potential distortions or certain non-cash items.<br>Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss<br>Attributable to Common Stockholders Per Share do not represent cash generated from operating activities and are<br>not necessarily indicative of cash available to fund cash requirements. Accordingly, they should not be considered<br>alternatives to net income as a performance measure or cash flows from operating activities as reported on our<br>statement of cash flows as a liquidity measure and should be considered in addition to, and not in lieu of, GAAP<br>financial measures.<br>To derive Non-GAAP Adjusted Net Loss Attributable to Common Stockholders, GAAP net income (loss) attributable<br>to common stockholders is adjusted to exclude depreciation and amortization, as well as gains and losses from<br>the sale of assets, gains or losses on extinguishment of debt, and provision for impairment, and these adjustments<br>include the pro rata share of such adjustments of unconsolidated subsidiaries. Additionally, adjustments are<br>made for non-cash revenues and expenses such as straight-line rental revenue and expenses, amortization of |
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| above- and below-market lease related intangibles, and non-cash compensation; other non-recurring items such<br>as termination fees, corporate restructuring costs incurred since separating from Howard Hughes, and legal<br>settlements; and certain capitalized items such as capitalized interest. Please see the reconciliation table<br>provided in this press release for a reconciliation of Non-GAAP Adjusted Net Loss Attributable to Common<br>Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share to the most<br>directly comparable GAAP measures of net income (loss).<br>Availability of Information on SEG’s Website and Social Media Channels<br>Investors and others should note that SEG routinely announces material information to investors and the<br>marketplace using SEC filings, press releases, public conference calls, webcasts and the SEG Investor Relations<br>website. The Company uses these channels as well as social media channels (e.g., LinkedIn<br>www.linkedin.com/company/new-york-seaportentertainment) as a means of disclosing information about the<br>Company's business to our customers, employees, investors, and the public. While not all of the information that<br>the Company posts to the SEG Investor Relations website or on the Company's social media channels is of a<br>material nature, some information could be deemed to be material. Accordingly, the Company encourages<br>investors, the media, and others interested in SEG to review the information that it shares through its website and<br>on the Company's social media channels. Users may automatically receive email alerts and other information<br>about the Company when enrolling an email address by visiting "Email Alerts" in the "Resources" section of the<br>SEG Investor Relations website at https://ir.seaportentertainment.com/resources/email-alerts. The contents of<br>these websites are not incorporated by reference into this press release or any report or document SEG files with<br>the SEC, and any references to the websites are intended to be inactive textual references only.<br>Contacts:<br>Investor Relations:<br>Seaport Entertainment Group Inc.<br>T: (212) 732-8257<br>ir@seaportentertainment.com<br>Media Relations:<br>The Door<br>theseaport@thedooronline.com |
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| Seaport Entertainment Group<br>Consolidated Balance Sheets<br>(in thousands, except par value amounts)<br> (Unaudited)<br>June<br>30, 2025<br>December<br>31, 2024<br>ASSETS<br>Buildings and equipment $ 543,089 $ 522,667<br> Less: accumulated depreciation (220,627) (215,484)<br> Land 9,497 9,497<br> Developments 148,096 146,461<br>Net investment in real estate 480,055 463,141<br>Investments in unconsolidated ventures 17,832 28,326<br>Cash and cash equivalents 123,276 165,667<br>Restricted cash 2,087 2,178<br>Accounts receivable, net 8,399 5,246<br>Deferred expenses, net 4,343 4,515<br>Operating lease right-of-use assets, net 45,949 38,682<br>Other assets, net 35,285 35,801<br> Total assets $ 717,226 $ 743,556<br>LIABILITIES<br>Mortgages payable, net $ 100,632 $ 101,593<br>Operating lease obligations 55,787 47,470<br>Accounts payable and other liabilities 33,002 23,111<br> Total liabilities 189,421 172,174<br>EQUITY<br>Preferred stock, $0.01 par value, 20,000 shares authorized, none issued or outstanding — —<br>Common stock, $0.01 par value, 480,000 shares authorized, 12,698 issued and outstanding as of<br>June 30, 2025, and 12,708 issued and outstanding issued or outstanding as of December 31, 2024<br>127 127<br>Additional paid in capital 616,100 613,015<br>Accumulated deficit (98,322) (51,660)<br> Total Stockholders' equity 517,905 561,482<br>Noncontrolling interest in subsidiary 9,900 9,900<br> Total equity 527,805 571,382<br> Total liabilities and equity $ 717,226 $ 743,556 |
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| Seaport Entertainment Group<br>Consolidated and Combined Statements of Operations<br>(in thousands, except per share amounts)<br>(Unaudited)<br>Three months ended<br>June 30,<br>Six months ended<br>June 30,<br>2025 2024 2025 2024<br>REVENUES<br> Hospitality revenue $ 15,177 $ 9,053 $ 22,912 $ 13,130<br> Entertainment revenue 19,908 17,153 24,117 20,717<br> Rental revenue 4,232 6,814 8,021 13,351<br> Other revenue 484 650 820 983<br> Total revenues 39,801 33,670 55,870 48,181<br>EXPENSES<br> Hospitality costs 17,845 9,693 33,587 15,961<br> Entertainment costs 15,281 14,925 22,358 21,306<br> Operating costs 7,684 10,375 15,763 18,938<br> General and administrative 8,291 18,613 18,073 35,167<br> Depreciation and amortization 6,581 5,333 14,672 13,407<br> Total expenses 55,682 58,939 104,453 104,779<br>OTHER<br> Other income (loss), net (126) (91) (126) (83)<br> Total other (126) (91) (126) (83)<br>Operating income (loss) (16,007) (25,360) (48,709) (56,681)<br>Interest income (expense) 801 (3,210) 1,795 (5,756)<br>Equity earnings (losses) from unconsolidated ventures 782 (6,427) 952 (16,638)<br>Income (loss) before income taxes (14,424) (34,997) (45,962) (79,075)<br>Income tax expense (benefit) — — — —<br>Net loss (14,424) (34,997) (45,962) (79,075)<br>Preferred distributions to noncontrolling interest in subsidiary (350) — (700) —<br>Net loss attributable to common stockholders $ (14,774) $ (34,997) $ (46,662) $ (79,075)<br>Total weighted average shares<br> Basic 12,695 5,522 12,695 5,522<br> Diluted 12,695 5,522 12,695 5,522<br>Earnings (loss) per share attributable to common shareholders<br>Basic $ (1.16) $ (6.34) $ (3.68) $ (14.32)<br>Diluted $ (1.16) $ (6.34) $ (3.68) $ (14.32) |
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| Seaport Entertainment Group<br>Reconciliation of Net Loss to Non-GAAP Adjusted<br>Net Loss Attributable to Common Stockholders<br>(in thousands, except per share amounts)<br>(Unaudited)<br>Three months ended<br>June 30,<br>Six months ended<br>June 30,<br>2025 2024 2025 2024<br> Net loss $ (14,424) $ (34,997) $ (45,962) $ (79,075)<br> Preferred distributions to noncontrolling interest in subsidiary (350) — (700) —<br> Net loss attributable to common stockholders (14,774) (34,997) (46,662) (79,075)<br>Adjustments:<br> Depreciation and amortization 7,603 6,397 15,701 15,467<br> Lease Termination Fee Income (190) — (190) —<br> Non-cash compensation 1,738 (592) 3,775 66<br> Straight line rent, net (230) 717 425 1,098<br> Capitalized interest (1,688) — (3,348) (667)<br> Other (income) loss 126 91 126 83<br> Non-GAAP adjusted net loss attributable to common stockholders (7,415) (28,384) (30,173) (63,028)<br>Total weighted average shares<br> Basic 12,695 5,522 12,695 5,522<br> Diluted 12,695 5,522 12,695 5,522<br>Non-GAAP adjusted net loss attributable to common stockholders per share<br> Basic $ (0.58) $ (5.14) $ (2.38) $ (11.41)<br> Diluted $ (0.58) $ (5.14) $ (2.38) $ (11.41) |
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| Common stock outstanding 12,698<br>Period ending common stock price $18.65<br>Common equity market capitalization $236,826<br>Series A Preferred Equity outstanding 10<br>Per share liquidation preference of Series A Preferred Equity $1,000.00<br>Liquidation preference of Series A Preferred Equity outstanding $10,000<br>Total debt outstanding $101,401<br>Total capitalization $348,227<br>Cash, restricted cash, and cash equivalents $125,363<br>Total enterprise value $222,864<br>Capitalization<br>11<br>Notes: As of June 30, 2025. $ and shares outstanding in<br>thousands, except per share data. |
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| Debt Summary<br>12<br>Debt Outstanding Face Value Maturity Date Interest Rate Type<br>250 Water Street loan $61,300 July 2029 7.0% + SOFR1 Floating<br>Las Vegas Ballpark loan 40,101 December 2038 4.9% Fixed<br>Total / Weighted Average $101,401 7.7 years<br>Fixed Rate vs. Variable Rate Debt Face Value % of Total<br>Fixed rate debt $40,101 40%<br>Variable rate debt 61,300 60%<br>Total / Weighted Average $101,401 100%<br>Leverage Metrics<br>Face value of debt outstanding $101,401<br>Cash, restricted cash, and cash equivalents (125,363)<br>Net debt ($23,962)<br>Total enterprise value $222,864<br>Net debt to total enterprise value (10.8%)<br>Total assets, less cash, restricted cash, and cash equivalents $591,863<br>Net debt to total assets, less cash, restricted cash, and cash equivalents (2.9%)<br>Notes: As of June 30, 2025. $ in thousands.<br>1 The Company has a total return swap with the lender in connection with its variable-rate debt. At June 30, 2025, the assumed rate of the indebtedness associated with the variable-rate debt<br>obligation is based on SOFR + 4.5%, which is the combination of the interest rates on two instruments: (i) the variable-rate debt obligation, pursuant to which the Company is obligated to pay<br>the lender an amount equal to SOFR + 7.0%, and (ii) the total return swap, pursuant to which the Company is entitled to receive 2.5% from the lender. The cash flows from this total return swap<br>do not vary based on any underlying variable and there is no net settlement. |
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| Debt Maturities<br>13<br>Year Face Value % of Debt Maturing<br>Cumulative %<br>of Debt Maturing<br>Weighted Average Effective<br>Interest Rate<br>2025 $ − − % − % − %<br>2026 − − % − % − %<br>2027 − − % − % − %<br>2028 − − % − % − %<br>2029 61,300 60% 60% 8.8%1<br>2030 − − % − % − %<br>↓ ↓ ↓ ↓ ↓<br>2038 40,101 40% 100% 4.9%<br>2039 − − % − % − %<br>2040 − − % − % − %<br>Total / Weighted Average $101,401 100% 100% 7.3%<br>Notes: As of June 30, 2025. $ in thousands.<br>1 The Company has a total return swap with the lender in connection with its variable-rate debt. At June 30, 2025, the assumed rate of the indebtedness associated with the variable-rate debt<br>obligation is based on SOFR + 4.5%, which is the combination of the interest rates on two instruments: (i) the variable-rate debt obligation, pursuant to which the Company is obligated to pay<br>the lender an amount equal to SOFR + 7.0%, and (ii) the total return swap, pursuant to which the Company is entitled to receive 2.5% from the lender. The cash flows from this total return swap<br>do not vary based on any underlying variable and there is no net settlement. |
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| Capital investments<br>14<br>Investment in Previously Occupied Space Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Capital expenditures $1,384 $166 $1,550<br>Tenant improvement allowance 258 518 776<br>Leasing commissions − − −<br>Total $1,642 $684 $2,326<br>Investment in Inherited Vacancy Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Capital expenditures $105 $980 $1,085<br>Tenant improvement allowance 5,308 16 5,324<br>Leasing commissions 5,850 − 5,850<br>Total $11,263 $996 $12,259<br>Other Capital Investments Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Property improvement/repositioning costs $1,436 $1,886 $3,322<br>Development project costs 1,418 2,509 3,927<br>Maintenance capital investments 712 589 1,301<br>Total $3,566 $4,984 $8,550<br>Total Capital investments Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Capital expenditures $5,055 $6,130 $11,185<br>Tenant improvement allowance 5,566 534 6,100<br>Leasing commissions 5,850 − 5,850<br>Total $16,471 $6,664 $23,135<br>Notes: $ in thousands. |
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| Portfolio Summary<br>15<br>Note: As of June 30, 2025.<br>1 Seaport Neighborhood includes the following buildings: Fulton Market Building, Schermerhorn Row, One Seaport Plaza, Museum Block, Seaport Translux, 117 Beekman, John Street Service<br>Building, 85 South Street, the Tin Building and 250 Water Street.<br>2<br>In addition to the existing square feet and units of the Seaport Neighborhood, 250 Water Street is zoned for 547,000 square feet of market rate and affordable housing, office, retail and<br>community-oriented gathering space.<br>Type<br>Rentable Square Feet/ Units/<br>Capacity/Ownership Interest<br>Seaport Neighborhood1,2 Mixed-Use<br>Music Venue<br>Culinary-Driven Food Market<br>Development Opportunity<br>Multifamily<br>490,000 Rentable Square Feet<br>3,500-Person Capacity Concert Venue<br>13 Restaurants, 3 Bars, Private Dining<br>547,000 Developable Square Feet<br>21 Multifamily Units<br>Las Vegas Ballpark Baseball Stadium 10,000-Person Capacity Stadium<br>Las Vegas Aviators Triple-A MiLB Team 100% Ownership<br>Jean-Georges Restaurants Restaurant Group 25% Ownership<br>Fashion Show Mall Air Rights Development Rights Ownership Interest in and to 80%<br>NYC<br>250 Water Street<br>85 South Street |
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| Seaport NYC Detail<br>16<br>Note: For the quarter ended June 30, 2025. $ in thousands. Any differences a result of rounding.<br>1 Square footage and leased or programmed occupancy for Pier 17 does not include The Rooftop at Pier 17 concert venue.<br>2 250 Water Street is zoned for 547,000 square feet of market rate and affordable housing, office, retail and community-oriented gathering space.<br>Asset<br>Notable<br>Tenants/Concepts Type<br>Leasable<br>Square Feet<br>In-Place<br>Occupancy<br>Leased/Programmed<br>Occupancy<br>One Seaport Plaza Black Gotham Experience Retail 24,518 10% 10%<br>Schermerhorn Row McNally Jackson, Fulton Stall Market, HIIT the<br>Deck Boxing, Made with Maum<br>Retail 28,808 78% 78%<br>Translux N/A Retail 9,470 − % − %<br>Museum Block Willett’s NYC Mixed-Use 23,381 18% 37%<br>Fulton Market Building Lawn Club, IPIC, Alexander Wang Mixed-Use 114,999 100% 100%<br>John Street Service Building Cool Sips Retail 225 100% 100%<br>117 Beekman N/A Retail 3,609 − % − %<br>Total Cobblestones & Other 205,010 70% 70%<br>Pier 171<br>The Rooftop at Pier 17, GITANO NYC, ESPN,<br>The Fulton by Jean-Georges, Malibu Farm,<br>Carne Mare, Meow Wolf (Future Opening),<br>Meeting & Event Space (Future Opening)<br>Mixed-Use 225,615 52% 89%<br>85 South Street N/A Multifamily 5,522 + 21 units − % − %<br>Tin Building by Jean-Georges Jean-Georges Restaurants Retail 53,783 100% 100%<br>250 Water Street2 Development site Mixed-Use N/A N/A N/A<br>Total Seaport Neighborhood3<br>489,930 + 21 units 64% 83% |
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| Seaport NYC Operating Statistics<br>17<br>EBITDA Per Square Foot1 Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Cobblestones & Other ($5.21) ($0.32) ($5.53)<br>Pier 17 ($28.52) ($2.98) ($31.50)<br>85 South Street ($0.47) $0.84 $0.37<br>Tin Building by Jean-Georges ($106.99) ($67.91) ($174.90)<br>Total ($25.04) ($8.21) ($33.25)<br>Same-Store Change in Food & Beverage Revenue2 Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Managed Restaurants & Venues 2.1% 11.6% 9.0%<br>Tin Building by Jean-Georges (23.9%) (17.1%) (20.1%)<br>Total Same-Store Seaport NYC Hospitality (11.9%) 1.1% (3.3%)<br>Total Change in Food & Beverage Revenue2 Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Managed Restaurants & Venues 4.6% 11.6% 9.6%<br>Tin Building by Jean-Georges (33.0%) (28.2%) (30.3%)<br>Total Seaport NYC Hospitality (16.2%) (4.3%) (8.4%)<br>Note: $ in thousands. Any differences a result of rounding.<br>1 Total Seaport Neighborhood EBITDA Per Square Foot does not include the effects of the Company’s investment in Jean-Georges Restaurants or the Las Vegas Aviators/Las Vegas Ballpark.<br>2 Seaport NYC Hospitality Food & Beverage sales includes the effects of unconsolidated venues, including the Lawn Club, but does not include any impact from our investment in Jean-Georges<br>Restaurants. |
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| 2025 Statement of Operations<br>Note: $ in thousands. Any differences a result of rounding. 18<br>Q1 2025 Q2 2025 Q3 2025 Q4 2025 2025<br>Hospitality revenue $7,735 $15,177 $22,912<br>Entertainment revenue 4,209 19,908 24,117<br>Rental revenue 3,789 4,232 8,021<br>Other revenue 336 484 820<br>Total revenues 16,069 39,801 55,870<br>Hospitality costs 15,742 17,845 33,587<br>Entertainment costs 7,077 15,281 22,358<br>Operating costs 8,079 7,684 15,763<br>General & administrative expense 9,782 8,291 18,073<br>Depreciation and amortization 8,091 6,581 14,672<br>Total expenses 48,771 55,682 104,453<br>Other income, net − (126) (126)<br>Total other − (126) (126)<br>Operating loss (32,702) (16,007) (48,709)<br>Interest income (expense) 994 801 1,795<br>Equity in earnings (losses) from unconsolidated ventures 170 782 952<br>Loss before income taxes (31,538) (14,424) (45,962)<br>Income tax expense (benefit) − − −<br>Net loss (31,538) (14,424) (45,962)<br>Preferred distributions to noncontrolling interest in subsidiary (350) (350) (700)<br>Net loss attributable to common stockholders ($31,888) ($14,774) ($46,662) |
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| 2024 Pro Forma1<br>Statement of Operations<br>19<br>Q1 2024 Q2 2024 Q3 2024 Q4 2024 2024<br>Hospitality revenue $10,732 $17,804 $28,536<br>Entertainment revenue 3,564 17,153 20,717<br>Rental revenue 3,684 3,831 7,515<br>Other revenue 333 650 983<br>Total revenues $18,313 $39,438 $57,751<br>Hospitality costs 19,025 21,757 40,781<br>Entertainment costs 6,381 14,925 21,306<br>Operating costs 8,563 10,375 18,938<br>General & administrative expense 16,554 18,613 35,167<br>Depreciation and amortization 8,722 5,989 14,711<br>Total expenses 59,245 71,659 130,903<br>Other income, net 8 (91) (83)<br>Total other 8 (91) (83)<br>Operating loss (40,924) (32,312) (73,235)<br>Interest income (expense) (2,546) (3,210) (5,756)<br>Equity in earnings (losses) from unconsolidated ventures (608) 525 (84)<br>Loss before income taxes (44,078) (34,997) (79,075)<br>Income tax expense (benefit) − − −<br>Net loss (44,078) (34,997) (79,075)<br>Preferred distributions to noncontrolling interest in subsidiary − − −<br>Net loss attributable to common stockholders ($44,078) ($34,997) ($79,075)<br>Note: $ in thousands. Any differences a result of rounding.<br>1 Pro Forma 2024 includes the financial results of the Tin Building by Jean-Georges as a consolidated operation to allow for comparable year-over-year variances in consideration of the Tin<br>Building by Jean-Georges being consolidated in 2025. |
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| Q2 2025 Segment Adjusted EBITDA<br>Note: $ in thousands. Any differences a result of rounding. 20<br>Hospitality Entertainment Landlord Operations Q2 2025<br>Total revenues $15,197 $20,118 $9,771 $45,086<br>Hospitality costs (23,079) − − (23,079)<br>Entertainment costs − (15,411) − (15,411)<br>Operating costs − − (7,739) (7,739)<br>Total operating expenses (23,079) (15,411) (7,739) (46,229)<br>Other income, net (243) 117 − (126)<br>Equity in earnings (losses) from unconsolidated ventures 782 − − 782<br>Segment Adjusted EBITDA (7,343) 4,824 2,032 (487)<br>Intercompany eliminations 5,214 (80) (5,000) 134<br>Consolidated Segment Adjusted EBITDA ($2,129) $4,744 ($2,968) ($353)<br>Depreciation and amortization (6,581)<br>Interest income (expense) 801<br>General and administrative expense (8,291)<br>Loss before income taxes (14,424)<br>Income tax benefit (expense) −<br>Net loss (14,424)<br>Preferred distributions to noncontrolling interest in subsidiary (350)<br>Net loss attributable to common stockholders ($14,774) |
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| Q2 2024 Pro Forma1<br>Segment Adjusted EBITDA<br>21<br>Note: $ in thousands. Any differences a result of rounding.<br>1 Pro Forma 2024 includes the financial results of the Tin Building by Jean-Georges as a consolidated operation to allow for comparable year-over-year variances in consideration of the Tin<br>Building by Jean-Georges being consolidated in 2025.<br>Hospitality Entertainment Landlord Operations Q2 2024<br>Total revenues $17,804 $17,153 $9,139 $44,096<br>Hospitality costs (26,415) − − (26,415)<br>Entertainment costs − (14,925) − (14,925)<br>Operating costs − − (10,375) (10,375)<br>Total operating expenses (26,415) (14,925) (10,375) (51,715)<br>Other income, net 2 (94) 1 (91)<br>Equity in earnings (losses) from unconsolidated ventures 525 − − 525<br>Segment Adjusted EBITDA (8,084) 2,134 (1,235) (7,185)<br>Intercompany eliminations 4,658 − (4,658) −<br>Consolidated Segment Adjusted EBITDA ($3,426) $2,134 ($5,893) ($16,256)<br>Depreciation and amortization (5,989)<br>Interest income (expense) (3,210)<br>General and administrative expense (18,613)<br>Loss before income taxes (34,997)<br>Income tax benefit (expense) −<br>Net loss (34,997)<br>Preferred distributions to noncontrolling interest in subsidiary −<br>Net loss attributable to common stockholders ($34,997) |
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| Pro Forma1<br>Segment Adjusted EBITDA YoY Change<br>22<br>Note: $ in thousands. Any differences a result of rounding.<br>1 Pro Forma 2024 includes the financial results of the Tin Building by Jean-Georges as a consolidated operation to allow for comparable year-over-year variances in consideration of the Tin<br>Building by Jean-Georges being consolidated in 2025.<br>Hospitality Entertainment Landlord Operations Q2 2025 vs. Q2 2024<br>Total revenues ($2,607) $2,965 $632 $990<br>Hospitality costs 3,336 − − 3,336<br>Entertainment costs − (486) − (486)<br>Operating costs − − 2,636 2,636<br>Total operating expenses 3,336 (486) 2,636 5,486<br>Other income, net (245) 211 (1) (35)<br>Equity in earnings (losses) from unconsolidated ventures 257 − − 257<br>Segment Adjusted EBITDA 741 2,690 3,267 6,698<br>Intercompany eliminations 556 (80) (342) 134<br>Consolidated Segment Adjusted EBITDA $1,297 $2,610 $2,925 6,832<br>Depreciation and amortization (592)<br>Interest income (expense) 4,011<br>General and administrative expense 10,322<br>Loss before income taxes 20,573<br>Income tax benefit (expense) −<br>Net loss 20,573<br>Preferred distributions to noncontrolling interest in subsidiary (350)<br>Net loss attributable to common stockholders $20,223 |
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| Contact Information<br>23<br>Corporate Office<br>199 Water Street, 28th Floor<br>New York, NY 10038<br>Investor Relations<br>(212) 732-8257<br>ir@seaportentertainment.com<br>Transfer Agent<br>Computershare Trust Company, N.A.<br>(800) 368-5948<br>www.computershare.com<br>NYSE<br>Ticket Symbol: SEG<br>www.seaportentertainment.com |
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| This presentation and accompanying statements contain forward-looking statements that are subject to risks and uncertainties. All statements other than statements of historical facts or relating<br>to present facts or current conditions included in this presentation are forward-looking statements. Forward-looking statements give Seaport Entertainment Group Inc.’s (“Seaport Entertainment,”<br>the “Company,” “we,” “us,” “our” and “SEG”) current expectations relating to its financial condition, results of operations, plans, objectives, future performance and business. You can identify<br>forward-looking statements by the fact that they do not relate strictly to historical or current facts. These statements may include words such as “may,” “could,” “seek,” “potential,” “likely,”<br>“believe,” “will,” “expect,” “anticipate,” “estimate,” “plan,” “intend,” “forecast,” “aim,” “objectives,” “target,” “transform,” “project,” “realize” or variations of these terms and similar expressions, or the<br>negative of these terms or similar expressions, although not all forward-looking statements contain these identifying words.<br>This presentation 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<br>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<br>could cause actual results to differ materially from those expressed or implied in such forward-looking statements. Factors that could cause the Company’s results to differ materially from current<br>expectations include, but are not limited to: risks related to our recent separation from, and relationship with, Howard Hughes; risks related to macroeconomic conditions; risks related to the impact<br>of tariffs and global trade disruptions on us and our tenants, including the impact on inflation, interest rates, supply chains and consumer sentiment and spending; changes in discretionary<br>consumer spending patterns or consumer tastes or preferences; risks associated with the Company’s investments in real estate assets and trends in the real estate industry; the Company’s ability<br>to obtain operating and development capital on favorable terms, or at all; the availability of debt and equity capital; the Company’s ability to renew its leases or re-lease available space; the<br>Company’s ability to compete effectively; the Company’s ability to successfully identify, acquire, develop, and manage properties on terms that are favorable to it; the impact of uncertainty around,<br>and disruptions to, the Company’s supply chain; risks related to the concentration of the Company’s properties and operations in Manhattan and the Las Vegas area; extreme weather conditions<br>or climate change that may cause property damage or interrupt business; the impact of water and electricity shortages on the Company’s business; the contamination of the Company’s properties<br>by hazardous or toxic substances; catastrophic events or geopolitical conditions that may disrupt the Company’s business; actual or threatened terrorist activity and other acts of violence, or the<br>perception of a heightened threat of such events; losses that are not insured or that excess the applicable insurance limits; risks related to the disruption or failure of information technology<br>networks and related systems – both ours and those operated and managed by third parties; regulatory and legal requirements applicable to our assets; the Company’s ability to attract and retain<br>key personnel; the Company’s inability to control certain properties due to the joint ownership of such property and inability to successfully attract desirable strategic partners, including joint<br>venture partners; risks related to the concentration of ownership of our common stock by Pershing Square; and the other factors detailed in the Company’s filings with the Securities and Exchange<br>Commission (the “SEC”).<br>All forward-looking statements in this presentation are made as of (i) the date hereof, in the case of information about the Company, and (ii) the date of such information, in the case of information<br>from persons other than the Company. While management believes the information underlying any estimates and projections forms a reasonable basis for the statements in this presentation, such<br>information may be limited or incomplete and should not be read to indicate that the Company has conducted an exhaustive inquiry into, or review of, all potentially available relevant information.<br>The Company is under no obligation to publicly update or revise and forward-looking statements, whether as a result of new information, future events or otherwise, except as required by<br>applicable law.<br>This presentation and related discussion shall not constitute an offer to sell, or the solicitation of an offer to buy, these securities, nor shall there be any sale of these securities in any state or<br>jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction. Sales and offers to sell our<br>securities will only be made in accordance with the Securities Act of 1933, as amended, and applicable SEC regulations, including written prospectus requirements. This presentation is not<br>intended to form the basis of any investment decision by the recipient and does not constitute investment, tax or legal advice.<br>All trademarks and logos depicted in this presentation are the property of their respective owners and are displayed solely for purposes of illustration. Such use should not be construed as an<br>endorsement of the products or services of the Company.<br>24<br>Safe Harbor |
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| Our reported results are presented in accordance with accounting principles generally accepted in the United States of America (“GAAP”). We also disclose Non-GAAP Adjusted<br>Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share, each of which are non-GAAP financial<br>measures. We believe these non-GAAP financial measures are useful to investors because they provide a meaningful supplement of the Company’s operating performance and<br>period-over-period changes without regard to certain potential distortions or certain non-cash items.<br>Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to Common Stockholders Per Share do not represent cash<br>generated from operating activities and are not necessarily indicative of cash available to fund cash requirements. Accordingly, they should not be considered alternatives to net<br>income as a performance measure or cash flows from operating activities as reported on our statement of cash flows as a liquidity measure and should be considered in addition<br>to, and not in lieu of, GAAP financial measures.<br>To derive Non-GAAP Adjusted Net Loss Attributable to Common Stockholders, GAAP net income (loss) attributable to common stockholders is adjusted to exclude depreciation<br>and amortization, as well as gains and losses from the sale of assets, gains or losses on extinguishment of debt, and provision for impairment, and these adjustments include the pro<br>rata share of such adjustments of unconsolidated subsidiaries. Additionally, adjustments are made for non-cash revenues and expenses such as straight-line rental revenue and<br>expenses, amortization of above- and below-market lease related intangibles, and non-cash compensation; other non-recurring items such as termination fees, corporate<br>restructuring costs incurred since separating from Howard Hughes, and legal settlements; and certain capitalized items such as capitalized interest. Please see the reconciliation<br>table provided in this press release for a reconciliation of Non-GAAP Adjusted Net Loss Attributable to Common Stockholders and Non-GAAP Adjusted Net Loss Attributable to<br>Common Stockholders Per Share to the most directly comparable GAAP measures of net income (loss).<br>25<br>Non-GAAP Financial Measures |
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| Key terms and references<br>References and terms used in this presentation that are in addition to the terms defined in the Safe Harbor and Non-GAAP Financial Measures sections of this presentation, or not<br>already defined in other areas of this presentation, include:<br>This presentation was published on August 11, 2025.<br>All information is as of, or for the quarter-ending June 30, 2025, unless otherwise noted.<br>Any calculation differences are assumed to be a result of rounding.<br>“Aviators” refers to the Las Vegas Aviators Triple-A baseball team.<br>“Howard Hughes” or “HHH” refers to Howards Hughes Holdings Inc.<br>“Jean-Georges,” “JGM,” or “JG” refers to Jean-Georges Restaurants.<br>“Net Debt” is calculated as our total long-term debt as presented on the face of our balance sheet, plus financing costs net of accumulated amortization, less cash, restricted<br>cash and cash equivalents.<br>“NYSE” refers to the New York Stock Exchange.<br>“Operating EBITDA PSF” is the Segment Adjusted EBITDA applicable to each property or set of properties, divided by the square feet of the applicable property or set of<br>properties.<br>“Pershing Square” or “PSCM” refers to Pershing Square Capital Management, L.P.<br>“Pro Forma” refers to the inclusion of the Tin Building by Jean-Georges as a consolidated operation in 2024 to allow for comparable year-over-year variances in consideration<br>of the Tin Building by Jean-Georges being consolidated in 2025.<br>“Rights Offering” refers to the prospective $175 million rights offering transaction, of which $175 million will be backstopped by Pershing Square.<br>“S” or “SOFR” refers to the Secured Overnight Financing Rate or “USD-SOFR” as defined in the 2006 ISDA Derivatives Definitions, as published by the International Swaps<br>and Derivatives Association, Inc., as amended, supplemented or modified from time to time.<br>“Seaport,” “Seaport NYC,” or “Seaport Neighborhood” refers to the approximately 490,000 square feet of restaurant, retail, office and entertainment properties and 21<br>residential units that makeup the Seaport in Lower Manhattan.<br>“Segment Adjusted EBITDA” refers to the Segment Operating results disclosed within our Form 10-Q filed August 11, 2025.<br>“Series A Preferred Equity” refers to 14.000% Series A preferred stock of Seaport District NYC, Inc. On July 31, 2024, in connection with certain restructuring transactions to<br>effectuate the Spin-Off, where Seaport District NYC, Inc., at such time an indirect subsidiary of HHH, issued 10,000 shares of its 14.000% Series A preferred stock with an<br>aggregate liquidation preference of $10.0 million to its then-direct parent in exchange for the contribution by its parent of certain assets. In connection with the Separation,<br>Seaport District NYC, Inc. became a subsidiary of Seaport Entertainment.<br>“Spin-Off” or “Separation” refers to the pro rata distribution of the shares of Seaport Entertainment Group Inc. to the Seaport Entertainment Group Inc. shareholders in a<br>distribution that is intended to be tax-free to HHH stockholders for U.S. federal income tax purposes except for cash received in lieu of fractional shares.<br>26 |
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