# Seaport Entertainment Group Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Seaport Entertainment Group Inc.](/companies/seg.md) (CIK 2009684)
- Form: 10-Q
- Filed: 2026-05-06
- Accepted by EDGAR: May 6, 2026, 17:26 ET
- Period: 2026-03-31
- Accession: 0001104659-26-056380
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/2009684/000110465926056380/seg-20260331x10q.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/2009684/000110465926056380/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $12.7m | us-gaap:RevenueFromContractWithCustomerExcludingAssessedTax |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | −$42.5m | us-gaap:OperatingIncomeLoss |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | $0 | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | −$44.1m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | −$3.47 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | −$3.47 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 12,723,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$10.3m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2026-03-31 | $114.8m | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2026-03-31 | $541.8m | us-gaap:Assets |
| Total liabilities | at 2026-03-31 | $119.0m | us-gaap:Liabilities |
| Long-term debt | at 2026-03-31 | $38.4m | us-gaap:LongTermDebt |
| Shareholders' equity | at 2026-03-31 | $412.9m | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 38,438 characters.

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to “Seaport Entertainment Group,” “SEG,” the “Company,” “we,” “us,” or “our” shall mean the assets, liabilities, and operating activities of Seaport Entertainment Group Inc. The following discussion should be read as a supplement to and should be read in conjunction with our Unaudited Consolidated Financial Statements (“Unaudited Consolidated Financial Statements”) and the related notes included elsewhere in this quarterly report on Form 10-Q (“Quarterly Report”). This discussion contains forward-looking statements that involve risks, uncertainties, assumptions, and other factors, including those described elsewhere in this Quarterly Report and in our Annual Report on Form 10-K for the year ended December 31, 2025. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of these factors. You are cautioned not to place undue reliance on this information which speaks only as of the date of this Quarterly Report. We are not obligated to update this information, whether as a result of new information, future events or otherwise, except as may be required by law.

All references to numbered Notes are specific to the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report. Capitalized terms used, but not defined, in this MD&A have the same meanings as in such Notes.

Changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our Unaudited Consolidated Financial Statements and then rounded to the nearest million. Therefore, certain changes may not recalculate based on the amounts rounded to the nearest million.

### Overview

### General Overview

The Company owns and operates a unique collection of assets positioned at the intersection of entertainment and real estate. Our existing portfolio encompasses a wide range of leisure and recreational activities, including live concerts, dining, nightlife, professional sports, and experiential retail. We primarily analyze our portfolio of assets through the lens of our three operating segments: (1) Hospitality, (2) 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.

#### Hospitality

Hospitality represents our ownership interests in various food and beverage operating businesses and sponsorship agreements related to these businesses. 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. 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. 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.

#### Entertainment

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 and concerts at The Rooftop at Pier 17, and sponsorship agreements related to these venues. The Aviators are a Triple-A affiliate of the Athletics Major League Baseball team and play at the Las Vegas Ballpark, a 10,000-person capacity ballpark located in Downtown Summerlin. The Rooftop at Pier 17 is one of the premier concert venues in New York City that hosts a popular Seaport Concert Series featuring emerging and established musicians alike. We see The Rooftop at Pier 17 as an opportunity to continue to drive events and entertainment growth as we believe that the demand for live music and private events is strong and accelerating.

#### 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. Landlord Operations assets include:

- Pier 17, a historic building containing restaurants, entertainment, retail and 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. In February 2026, the Company entered into a lease of 100% of the Tin Building with Lux Entertainment to open the Balloon Museum;
- 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 sold by the Company on February 6, 2026 for gross proceeds of $143.0 million; and
- 85 South Street, an eight-story residential building.

Our assets included in the Landlord Operations segment primarily sit under a long-term ground lease from the City of New York with extension options through 2120. We are focused on continuing to fill vacancies in our Landlord Operations portfolio and believe this to be an opportunity to drive incremental segment growth.

### Basis of Presentation

The accompanying Unaudited Consolidated Financial Statements represent the assets, liabilities, and operations of Seaport Entertainment Group Inc. The accompanying Unaudited Consolidated Financial Statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”). The accompanying Unaudited Consolidated Financial Statements may not be indicative of the Company’s future performance.

For an additional discussion on the basis of presentation of the accompanying Unaudited Consolidated Financial Statements, see Note 1 – *Summary of Significant Accounting Policies* in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report.

### 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 Part I, Item 1A, “Risk Factors,” in our Annual Report on Form 10-K for the year ended December 31, 2025.

### Tin Building and our Investment in the Tin Building by Jean-Georges

The Company owns 100% of the Tin Building which was completed and placed in service in our Landlord Operations segment during the third quarter of 2022. As of and through February 2026, the Company leased 100% of the rentable space in the Tin Building to the Tin Building by Jean-Georges, a Hospitality segment business. The rental revenue and hospitality costs associated with the lease payments are eliminated in the Consolidated Statements of Operations for the three months ended March 31, 2025 and 2026.

In February 2026, the Company entered into a lease of 100% of the Tin Building with contemporary art experience creator, Lux Entertainment, to open their U.S. flagship location of the Balloon Museum. In connection with the Balloon Museum lease and the commencement of the Company’s landlord obligations, the Tin Building by Jean-Georges ceased operations in February 2026.

### Seasonality

Our operations are highly seasonal and are significantly impacted by weather conditions. 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. 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.

During the fall and winter months, our operations tend to slow down due to the colder weather, which results in fewer outdoor events and less foot traffic at our restaurants, and the end of the Aviators baseball season. 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. 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.

### Lease Renewals and Occupancy

As of March 31, 2026 and December 31, 2025, 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 stability of the rental revenue generated by our properties depends principally on our tenants’ ability to pay rent and our ability to collect rents, renew expiring leases, re-lease space upon the expiration or other termination of leases, lease currently vacant properties, and maintain or increase rental rates at our leased properties. 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 March 31, 2026, our real estate assets at the Seaport were 88% leased or programmed.

### 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. For properties leased to third-party tenants, the impact of inflation on our property and operating expenses is limited as substantially all our leases are net leases, and property-level expenses are generally reimbursed by our tenants. Inflation and increased costs may also have an adverse impact on our tenants and their creditworthiness if the increase in property-level expenses is greater than their increase in revenues. For unleased properties and properties occupied by our restaurants, we are more exposed to inflationary pressures on property and operating expenses. For our Hospitality and Entertainment segments, inflationary pressure has a direct impact on our profitability due to increases in our costs, as well as potential reductions in customers that could negatively impact revenue. Although certain indicators have suggested that inflation has made downward progress, the economy continues to be impacted by elevated inflation rates and faces further inflation risk.

Other adverse economic conditions, including slower economic growth and the potential for a recession, could also have an adverse effect on us, our tenants and consumers. For example, geopolitical conflict, rapid changes in U.S. trade policy, new or increased tariffs, retaliatory tariffs and global trade disruptions could negatively impact us or our tenants, including by further aggravating inflation, increasing costs, disrupting supply chains and negatively affecting consumer sentiment and spending.

### Results of Operations

### Comparison of the Three Months Ended March 31, 2026 and 2025

The following table sets forth our operating results:

*in thousands except percentages*

| ​ ​ REVENUES | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 ​ ​ | ​ ​ ​ ​ | ​ ​ 2025 ​ ​ | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Change $​ ​ ​% ​ ​ | ​ ​ | ​ ​ | ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Hospitality revenue | ​ | $5,108 | ​ | $7,735 | ​ | $(2,627) | ​ | (34)% | ​ |
| Entertainment revenue | ​ | ​ 4,498 | ​ | ​ 4,209 | ​ | ​ 289 | ​ | 7% | ​ |
| Rental revenue | ​ | 2,782 | ​ | 3,789 | ​ | (1,007) | ​ | (27)% | ​ |
| Other revenue | ​ | 349 | ​ | 336 | ​ | 13 | ​ | 4% | ​ |
| **Total revenue** | **​** | **12,737** | **​** | **16,069** | **​** | **(3,332)** | **​** | **(21)%** | **​** |
| **EXPENSES** | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Hospitality costs | ​ | 10,227 | ​ | 15,742 | ​ | (5,515) | ​ | (35)% | ​ |
| Entertainment costs | ​ | 7,288 | ​ | 7,077 | ​ | 211 | ​ | 3% | ​ |
| Operating costs | ​ | 6,984 | ​ | 8,079 | ​ | (1,095) | ​ | (14)% | ​ |
| General and administrative | ​ | 8,056 | ​ | 9,782 | ​ | (1,726) | ​ | (18)% | ​ |
| Depreciation and amortization | ​ | 20,113 | ​ | 8,091 | ​ | 12,022 | ​ | 149% | ​ |
| **Total expenses** | **​** | **52,668** | **​** | **48,771** | **​** | **3,897** | **​** | **8%** | **​** |
| **OTHER** | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ | ​ |
| Provision for impairment | ​ | ​ (339) | ​ | ​ — | ​ | ​ (339) | ​ | (100)% | ​ |
| Other income (loss), net | ​ | (2,249) | ​ | — | ​ | (2,249) | ​ | (100)% | ​ |
| Total other | ​ | (2,588) | ​ | — | ​ | (2,588) | ​ | (100)% | ​ |
| **Operating loss** | **​** | **(42,519)** | **​** | **(32,702)** | **​** | **(9,817)** | **​** | **(30)%** | **​** |
| Interest income (expense) | ​ | (270) | ​ | 994 | ​ | (1,264) | ​ | 127% | ​ |
| Equity in earnings (losses) from unconsolidated ventures | ​ | (964) | ​ | 170 | ​ | (1,134) | ​ | 667% | ​ |
| **Loss before income taxes** | **​** | **(43,753)** | **​** | **(31,538)** | **​** | **(12,215)** | **​** | **(39)%** | **​** |
| Income tax (benefit) expense | ​ | — | ​ | — | ​ | — | ​ | 0% | ​ |
| **Net loss** | ​ | ​ **(43,753)** | ​ | ​ **(31,538)** | ​ | ​ **(12,215)** | ​ | **(39)%** | ​ |
| Preferred distributions to noncontrolling interest in subsidiary | ​ | ​ (350) | ​ | ​ (350) | ​ | ​ — | ​ | 0% | ​ |
| **Net loss attributable to common stockholders** | **​** | **$(44,103)** | **​** | **$(31,888)** | **​** | **$(12,215)** | **​** | **(38)%** | **​** |

Net loss attributable to common stockholders increased $12.2 million, or 38%, to $44.1 million for the three months ended March 31, 2026, compared to $31.9 million in the prior-year period, primarily due to a $2.6 million decrease in hospitality revenue, a $1.0 million decrease in rental revenue, a $2.2 million increase to other (loss), net, a $0.3 million increase in provision for impairment, a $12.0 million increase to depreciation and amortization, a $1.3 million increase in interest expense, partially offset by a $5.5 million decrease in hospitality costs, decrease of $1.1 million in operating costs, and a decrease of $1.7 million of general and administrative expense.

### Items Included in Segment Operating EBITDA

Segment Operating EBITDA for each segment includes certain intersegment revenues and expenses that eliminate in the Consolidated Statements of Operations for all periods presented. See “Segment Operating Results” for discussion of significant variances in revenues and expenses included in Segment Operating EBITDA.

### Items Excluded from Segment Operating EBITDA

The following includes information on the significant variances in expenses and other items not directly related to segment activities.

*General and Administrative*. General and administrative costs decreased $1.7 million to $8.1 million for the three months ended March 31, 2026, compared to $9.8 million in the prior-year period, primarily due to a $0.7 million decrease in legal and consulting costs, a $0.6 million decrease in labor costs, and a $0.3 million decrease administrative expenses incurred during the three months ended March 31, 2026 as compared to the prior-year period.

*Depreciation and Amortization*. Depreciation and amortization increased $12.0 million to $20.1 million for the three months ended March 31, 2026, compared to $8.1 million in the prior-year period, primarily due to disposal of assets and accelerated depreciation on assets with updated estimated useful lives resulting from the closure of the Tin Building by Jean-Georges in February 2026.

*Interest Income (Expense)*. Interest income decreased $1.3 million to $0.3 million expense for the three months ended March 31, 2026 compared to $1.0 million income in the prior-year period. This change is primarily due to a $0.7 million decrease in interest income earned, and a $0.6 million decrease in amounts capitalized to development assets which increased interest expense.

*Other Income (Loss), net*. Other loss, net increased $2.2 million to $2.2 million loss for the three months ended March 31, 2026 compared to zero loss in the prior-year period. This change was due to $2.0 million increase in restructuring costs primarily related to restaurant closures during the period, as well as $0.2 million increase in pre-opening costs related to new ventures during the period.

*Equity in Earnings (Losses) from Unconsolidated Ventures.* Equity in earnings (losses) from unconsolidated ventures decreased $1.1 million to losses of $1.0 million for the three months ended March 31, 2026, compared to earnings of $0.2 million in the prior-year period. This change was primarily due to a $0.4 million increase in losses for the Lawn Club and a $0.7 million increase in losses for JG.

### Segment Operating Results

#### Hospitality

#### Segment Operating EBITDA

The following table presents segment Operating EBITDA for Hospitality:

*in thousands except percentages*

| ​ ​ Hospitality Operating EBITDA | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ ​ ​ Change $​ ​ ​% | ​ ​ | ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: |
| Hospitality revenue(a) | ​ | $5,119 | ​ | $7,735 | ​ | $(2,616) | ​ | (34)% |
| Total revenues | ​ | 5,119 | ​ | 7,735 | ​ | (2,616) | ​ | (34)% |
| Hospitality costs(b) | ​ | (12,701) | ​ | (20,428) | ​ | 7,727 | ​ | 38% |
| Total operating expenses | ​ | (12,701) | ​ | (20,428) | ​ | 7,727 | ​ | 38% |
| Operating EBITDA | **​** | **$(7,582)** | **​** | **$(12,693)** | **​** | **$5,111** | **​** | **40%** |

(a) Hospitality revenue includes amounts related to intercompany transactions that eliminate in the Statement of Operations.

(b) Hospitality costs include amounts related to intercompany leases that eliminate in the Statement of Operations.

### For the three months ended March 31, 2026

Hospitality Operating EBITDA decreased $5.1 million compared to the prior-year period primarily due to the following:

### Hospitality Revenue

Hospitality revenue decreased $2.6 million to $5.1 million for the three months ended March 31, 2026, compared to $7.7 million in the prior-year period. This change was primarily due to a decrease as a result of the closure of the Tin Building by Jean-Georges in February 2026.

### Hospitality Costs

Hospitality costs decreased $7.7 million to $12.7 million for the three months ended March 31, 2026, compared to $20.4 million in the prior-year period. This is primarily resulting from the closure of the Tin Building by Jean-Georges in February 2026.

#### Entertainment

#### Segment Operating EBITDA

The following table presents segment Operating EBITDA for Entertainment:

*in thousands except percentages*

| ​ Entertainment Operating EBITDA | ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 | ​ ​ | ​ ​ 2025 | ​ ​ ​ | ​ ​ Change $​ ​% | ​ | ​ | ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Entertainment revenue(a) | ​ ​ | $4,498 | ​ ​ | $4,209 | ​ ​ | $289 | ​ ​ | 7% | ​ ​ |
| Total revenues | ​ | 4,498 | ​ | 4,209 | ​ | 289 | ​ | 7% | ​ |
| Entertainment costs(b) | ​ | (7,290) | ​ | (7,077) | ​ | (213) | ​ | (3)% | ​ |
| Total operating expenses | ​ | (7,290) | ​ | (7,077) | ​ | (213) | ​ | (3)% | ​ |
| Operating EBITDA | **​** | **$(2,792)** | **​** | **$(2,868)** | **​** | **$76** | ​ | **(3)%** | **​** |

(a) Entertainment revenue includes amounts related to intercompany transactions that eliminate in the Statement of Operations.

(b) Entertainment costs include amounts related to intercompany transactions that eliminate in the Company’s Statement of Operations.

### For the three months ended March 31, 2026

Entertainment Operating EBITDA decreased $0.1 million compared to the prior-year period primarily due to the following:

### Entertainment Revenue

Entertainment revenue increased $0.3 million to $4.5 million for the three months ended March 31, 2026 compared to $4.2 million in the prior-year period. This change was primarily due to increased revenue at the Aviators compared to the prior year period.

### Entertainment Costs

Entertainment costs increased $0.2 million to $7.3 million for the three months ended March 31, 2026 compared to $7.1 million in the prior-year period. This change was primarily due to increased costs related operating costs at the Aviators compared to the prior year period, partially offset by decreased rooftop event operating costs.

#### Landlord Operations

#### Segment Operating EBITDA

The following table presents segment Operating EBITDA for Landlord Operations:

*in thousands except percentages*

| ​ ​ Landlord Operations Operating EBITDA | ​ ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 | ​ ​ ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ ​ | ​ ​ ​ ​ Change $​ ​ ​% | ​ ​ | ​ ​ | ​ ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- | ---: | --- | ---: | --- |
| Rental revenue(a) | ​ | $5,183 | ​ | $8,464 | ​ | $(3,281) | ​ | (39)% | ​ |
| Other revenue | ​ | 289 | ​ | 336 | ​ | (47) | ​ | (14)% | ​ |
| Total revenues | ​ | 5,472 | ​ | 8,800 | ​ | (3,328) | ​ | (38)% | ​ |
| Operating costs(b) | ​ | (6,985) | ​ | (8,079) | ​ | 1,094 | ​ | 14% | ​ |
| Total operating expenses | ​ | (6,985) | ​ | (8,079) | ​ | 1,094 | ​ | 14% | ​ |
| **Operating EBITDA** | **​** | **$(1,513)** | **​** | **$721** | **​** | **$(2,234)** | **​** | **310%** | **​** |

(a) Rental revenue includes amounts related to intercompany leases that eliminate in the Company’s Statement of Operations.

(b) Operating costs include amounts related to intercompany transactions that eliminate in the Company’s Statement of Operations.

### For the three months ended March 31, 2026

Landlord Operations Operating EBITDA loss increased $2.2 million compared to the prior-year period primarily due to the following:

### Rental Revenue

Rental revenue decreased $3.3 million to $5.2 million for the three months ended March 31, 2026, compared to $8.5 million in the prior-year period. This change was primarily driven by a decrease due to the closure of the Tin Building by Jean-Georges in February 2026, which reduced intercompany rental revenue, and an increase in reserves compared to the prior-year period.

### Other Revenue

Other revenue decreased $47,000 to $0.3 million for the three months ended March 31, 2026, compared to $0.3 million for the prior-year period as a result of a decrease in sponsorship revenues attributable to landlord operations.

### Operating Costs

Operating costs decreased $1.1 million to $7.0 million for the three months ended March 31, 2026, compared to $8.1 million in the prior year period. This change was due to decreases in marketing, maintenance, insurance, and other landlord specific costs period over period.

### Liquidity and Capital Resources

As of March 31, 2026 and December 31, 2025, our cash and cash equivalents were $114.8 million and $77.8 million, respectively. As of March 31, 2026 and December 31, 2025, our restricted cash was $29.9 million and $9.6 million, respectively. Restricted cash is segregated in escrow accounts related to payment of principal and interest on the Company’s outstanding mortgages payable as well as the escrow funds related to post-closing obligations related to the sale of the 250 Water Street.

As of March 31, 2026 and December 31, 2025, we had third-party mortgages payable of $38.4 million and $99.6 million, respectively. These balances included mortgages payable related to our 250 Water Street development asset, a variable-rate mortgage which required monthly installments of only interest, and the Las Vegas Ballpark, a fixed-rate mortgage which requires semi-annual installments of principal and interest. During the three months ended March 31, 2026, the Company paid off the mortgage loan on 250 Water Street in conjunction with the sale of the property. As of

March 31, 2026 and December 31, 2025, the Company’s secured mortgage loans did not have any undrawn lender commitment available to be drawn for property development. See Note 4 – *Mortgages Payable, Net* in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report for additional information.

Additionally, on July 31, 2024, a subsidiary of HHH that became our subsidiary in connection with the Separation, issued 10,000 shares of 14.000% Series A preferred stock, par value $0.01 per share, with an aggregate liquidation preference of $10.0 million.

On March 10, 2026, the Company filed a shelf registration statement on Form S-3 relating to the registration and potential issuance of common stock, preferred stock, warrants, rights, and units with a maximum aggregate offering price of up to $150.0 million (the “Shelf Registration Statement”). The Securities and Exchange Commission declared the Shelf Registration Statement effective on March 16, 2026.

Management believes that our existing cash balances and restricted cash balances, along with access to capital markets, provide (i) adequate liquidity to meet all of our current and long-term (beyond 12 months) obligations when due, including our third-party mortgage payable, and (ii) adequate liquidity to fund capital expenditures and development and redevelopment projects. However, our access to the capital markets and the availability of financing on acceptable terms and conditions in the future will be impacted by many factors, including (1) our credit ratings, including the lowering of any of our credit ratings, or the absence of a credit rating, (2) the liquidity of the overall capital markets, and (3) the current state of the economy and, accordingly, there can be no assurances that we will be able to obtain additional debt or equity financing on acceptable terms in the future, or at all, which could have a negative impact on our liquidity and capital resources.

### Cash Flows

The following table sets forth a summary of our cash flows:

*in thousands*

| ​ ​ | ​ ​ ​ ​ ​ | ​ ​ Three Months Ended March 31, 2026 | ​ ​ | ​ ​ 2025 | ​ ​ ​ ​ ​ |
| --- | --- | ---: | --- | ---: | --- |
| Cash used in operating activities | ​ ​ ​ | $(10,348) | ​ | $(20,478) | ​ ​ ​ |
| Cash provided by (used in) investing activities | ​ | 129,967 | ​ | (14,497) | ​ |
| Cash used in financing activities | ​ | ​ (62,318) | ​ | ​ (870) | ​ |

### Operating Activities

Cash used in operating activities decreased $10.1 million to $10.3 million in the three months ended March 31, 2026, compared to $20.5 million in the prior-year period. The decrease primarily relates to changes in cash used in operating activities in each of our segments and decreased general and administrative expenses.

### Investing Activities

Cash provided by investing activities increased $144.5 million to $130.0 million in the three months ended March 31, 2026, compared to $14.5 million of cash used in investing activities in the prior-year period. The increase in cash provided by investing activities was primarily related to proceeds from the sale of 250 Water Street.

### Financing Activities

Cash used in financing activities increased $61.4 million to $62.3 million in the three months ended March 31, 2026, compared to $0.9 million in the prior-year period, primarily due to the payment of the mortgage loan on 250 Water Street.

### Contractual Obligations

We have material contractual obligations that arise in the normal course of business.

We have an outstanding mortgage payable related to the Las Vegas Ballpark, which is collateralized by the Las Vegas Ballpark. A summary of our mortgages payable as of March 31, 2026 and December 31, 2025 can be found in Note 4 – *Mortgages Payable, Net* in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report.

We lease land or buildings at certain properties from third parties. 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 $1.8 million and $1.6 million for the three months ended March 31, 2026 and 2025, respectively. The amortization of straight-line rents included in the contractual rent amount was $0.5 million and $0.6 million for the three months ended March 31, 2026 and 2025, respectively. A summary of our lease obligations as of March 31, 2026 and December 31, 2025, can be found in Note 9 – *Leases* in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report.

### Critical Accounting Estimates

The preparation of financial statements in accordance with GAAP requires management to make informed judgments, assumptions and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates.

There have been no material changes to our Critical Accounting Estimates as described within “Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K Filed with the SEC on March 4, 2026.

### Impairments

#### Methodology

We review our long-lived assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. 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. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations and the carrying amount of the asset is reduced. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset.

#### Judgments and Uncertainties

An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The cash flow estimates used both for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace and capitalization rates, selling costs, and estimated holding periods for the applicable assets. As such, the evaluation of anticipated cash flows is highly subjective and is based in part on assumptions that could differ materially from actual results in future periods. Unfavorable changes in any of the primary assumptions could result in a reduction of anticipated future cash flows and could indicate property impairment. Uncertainties related to the primary assumptions could affect the timing of an impairment. While we believe our assumptions are reasonable, changes in these assumptions may have a material impact on our financial results.

### Variable Interest Entities

#### Methodology

Our Unaudited Consolidated Financial Statements include all of our accounts, including our majority owned and controlled subsidiaries and variable interest entities (“VIEs”) for which we are the primary beneficiary. If the Company determined it was not the primary beneficiary of a VIE during the three months ended March 31, 2026 and 2025, the Company did not consolidate the VIE in which it holds a variable interest.

#### Judgments and Uncertainties

The Company determines whether it is the primary beneficiary of a VIE upon initial involvement with a VIE and reassesses whether it is the primary beneficiary of a VIE on an ongoing basis. The determination of whether an entity is a VIE and whether the Company is the primary beneficiary of a VIE is based upon facts and circumstances for the VIE and requires significant judgments such as whether the entity is a VIE, whether the Company’s interest in a VIE is a variable interest, the determination of the activities that most significantly impact the economic performance of the entity, whether the Company controls those activities, and whether the Company has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.

### 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. 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.

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.

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.

#### Judgments and Uncertainties

Generally, joint venture operating agreements provide that assets, liabilities, funding obligations, profits and losses, and cash flows are shared in accordance with ownership percentages. For certain equity method investments, various provisions in the joint venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses and preferred returns may result in the Company’s economic interest differing from its stated ownership or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities. For these investments, the Company recognizes income or loss based on the joint venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing percentage.

### Capitalization of Development Costs

#### Methodology

Development costs, which primarily include direct costs related to placing the asset in service associated with specific development properties, are capitalized as part of the property being developed. Construction and improvement costs incurred in connection with the development of new properties, or the redevelopment of existing properties are capitalized before they are placed into service. Costs include planning, engineering, design, direct material, labor and subcontract costs. Real estate taxes, utilities, direct legal and professional fees related to the sale of a specific unit, interest, insurance costs and certain employee costs incurred during construction periods are also capitalized. Capitalization commences when the development activities begin and cease when a project is completed, put on hold or at the date that the Company decides not to move forward with a project. Capitalized costs related to a project where the Company has determined not to move forward are expensed if they are not deemed recoverable. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated with redevelopments are expensed as incurred unless the demolition was included in the Company’s development plans and imminent as of the acquisition date of an asset. Once the assets are placed into service, they are depreciated in accordance with the Company’s policy. In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are evaluated for impairment.

#### Judgments and Uncertainties

The capitalization of development costs requires judgment, and can directly and materially impact our results of operations because, for example, (i) if we do not capitalize costs that should be capitalized, then our operating expenses would be overstated during the development period, and the subsequent depreciation of the developed real estate would be understated, or (ii) if we capitalize costs that should not be capitalized, then our operating expenses would be understated during the development period, and the subsequent depreciation of the real estate would be overstated. For the three months ended March 31, 2026 and 2025, we capitalized development costs of $6.1 million and $2.3 million, respectively.

## Market risk

As filed, 1,338 characters.

### Interest Rate 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.

Based on our variable rate debt balance as of February 6, 2026, interest expense would have increased by approximately $0.1 million for the three months ended March 31, 2026, if short-term interest rates had been 1% higher. Our variable-rate mortgage payable was paid in full in connection with the sale of 250 Water Street in February 2026.

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. As of March 31, 2026, 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.

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 in Management's Discussion and Analysis of Financial Condition and Results of Operations and Note 4 – *Mortgages Payable, Net* in the Unaudited Notes to the Consolidated Financial Statements included in this Quarterly Report.

## Controls and procedures

As filed, 2,723 characters.

### Evaluation of Disclosure Controls and Procedures

The Company maintains a set of disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are designed to ensure that information required to be disclosed in the Company’s reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that this information is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and the principal financial officer, as appropriate, to allow for timely decisions regarding required disclosure.

In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs.

As required by Exchange Act Rule 13a-15(b), the Company, under the supervision of and with the participation of management, including the Company’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures as of the end of the period covered by this Quarterly Report. Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Quarterly Report, were effective to provide reasonable assurance that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and is accumulated and communicated to the Company’s management, including the principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure.

### Changes in Internal Control over Financial Reporting

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15(f) or 15d-15(f) of the Exchange Act) during the period covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

## Risk factors

As filed, 690 characters.

There were no material changes to the risk factors set forth in the section titled “Item 1A. Risk Factors” of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. You should carefully read and consider the risks and uncertainties described in such Annual Report, together with all of the other information included in this Quarterly Report, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Cautionary Statement Regarding Forward-Looking Statements” and our Unaudited Consolidated Financial Statements and related Notes, as well as other documents that we file with the SEC from time to time.

Filed May 6, 2026.
Source: SEC EDGAR, the filing index for accession 0001104659-26-056380. Last ingested by Listed: Nov 4, 2026, 19:16 ET. No prices; not investment advice.