Seaport Entertainment Group Inc 2026年季度报告

(MarkOne)☒QUARTERLYREPORTPURSUANTTOSECTION13OR15(d)OFTHESECURITIES EXCHANGEACT OF 1934For the quarterly period ended March 31, 2026or☐TRANSITION REPORT PURSUANT TO SECTION13 OR 15(d)OF THE SECURITIES EXCHANGEACT OF 1934For the transition period fromtoCommission File Number: 001-42113 Seaport Entertainment GroupInc.(Exact name of registrant as specified in its charter) 99-0947924(I.R.S. EmployerIdentification Number) Delaware(State or otherjurisdiction ofincorporation or organization) 199 Water StreetNew York, NY 10038(Address of Principal Executive Offices)(212) 732-8257(Registrant’s telephone number) Securities registered pursuant to Section12(b)of the Act: Trading symbolSEG Name of Exchange on which registeredNYSE Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the SecuritiesExchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports),and (2)has been subject to such filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuantto Rule405 of RegulationS-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrantwas required to submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reportingcompany,” and “emerging growth company” in Rule12b-2 of the Exchange Act. Emerginggrowthcompany☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☒ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act).Yes☐No☒ As of May 5, 2026, there were 12,801,910 shares of the registrant’s common stock outstanding. TABLE OF CONTENTS PageCautionary Statement Regarding Forward-Looking Statements3PartIFinancial InformationItem1.Financial Statements5ConsolidatedBalance Sheets as of March 31,2026(Unaudited)andDecember31, 20255Consolidated Statements of Operations for the three months ended March 31,2026 and 2025 (Unaudited)6Consolidated Statements of Cash Flows for the three months ended March31, 2026 and 2025 (Unaudited)7Consolidated Statements of Equity for the threemonths ended March 31,2026 and 2025 (Unaudited)8Notesto Consolidated Financial Statements (Unaudited)9Item2.Management’s Discussion and Analysis of Financial Condition and Resultsof Operations26Item3.Quantitative and Qualitative Disclosures about Market Risk36Item4.Controls and Procedures37PartIIOther InformationItem1.Legal Proceedings37Item1A.Risk Factors38Item2.Unregistered Sales of Equity Securities and Use of Proceeds38Item3.Defaults Upon Senior Securities38Item4.Mine Safety Disclosures38Item5.Other Information38Item6.Exhibits38Signatures40 CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Quarterly Report on Form 10-Q (this “Quarterly Report”), including,without limitation, those related to our future operations constitute “forward-looking statements” withinthe meaning of the Private Securities Litigation Reform Act of 1995 and Section 21E of the SecuritiesExchange Act of 1934, as amended. All statements other than statements of historical fact included in thisQuarterly Report are forward-looking statements and may include words such as “anticipate,” “believe,”“estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” ”could,”“will,” “transform,” “would” or the negative of these terms or other statements of similar expression.These forward-looking statements involve known and unknown risks, uncertainties and other importantfactors that could cause our actual results, performance, achievements, or results, to differ materially fromany predictions of future results, performance, achievements or results that we express or imply in thisQuarterly Report. Forward-looking statements include statements related to: ●forecasts of our future economic performance;●our ability to operate as a stand-alone public company following our separation from HowardHughes Holdings Inc. (“HHH”);●our ability to achieve the intended benefits from our separation from HHH;●expected capital required for our operations and development opportunities for our properties;●the impact of technology on our operations and business;●expected performance of our business;●expected commencement and completion for property developments;●estimatesof our future liquidity,development opportunities,development spending andmanage