Seaport Entertainment Group (SEG) Registration Filing summary

Company overview and business model

• Formed in 2024 as a spin-off from Howard Hughes Holdings Inc., focusing on entertainment-related assets in New York City and Las Vegas.

• Operates across three segments: Hospitality, Entertainment, and Landlord Operations, with a strategy centered on unique, integrated real estate and entertainment experiences.

• Key assets include the Seaport in Lower Manhattan, a minority interest in Jean-Georges Restaurants, the Las Vegas Aviators Triple-A baseball team and ballpark, and significant air rights above the Fashion Show mall in Las Vegas.

• Aims to drive value through asset management, partnerships, acquisitions, and development or monetization of projects.

• Seeks to replicate its destination model in other markets, leveraging customer-centric offerings and differentiated real estate.

Risk factors and disclosures

• Faces macroeconomic risks such as capital market volatility, inflation, and recession, which could impact operations and tenants.

• Exposed to risks from supply chain disruptions, labor shortages, and regional economic fluctuations in New York City and Las Vegas.

• Subject to regulatory changes, extreme weather, and potential catastrophic events, including public health crises and terrorism.

• Concentration of ownership by Pershing Square Capital Management and ongoing relationship with Howard Hughes Holdings Inc. present governance and strategic risks.

• Additional risks are detailed in incorporated SEC filings, including the most recent Annual Report on Form 10-K.

Market opportunity and competitive landscape

• Seaport in Manhattan is a historic, high-traffic destination with over 480,000 square feet dedicated to entertainment, retail, and restaurants, hosting 150+ events in 2025.

• Jean-Georges Restaurants operates 40+ high-end concepts globally, providing an asset-light, brand-driven growth platform.

• Las Vegas Aviators and Ballpark are leading MiLB assets, with strong community integration and event-driven revenue streams.

• Holds development rights for prime Las Vegas real estate, including potential casino and hotel projects.