[25] Seaport Entertainment Group Inc. SEC Filing

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. (NYSE American: SEG) has filed Form 25 to voluntarily remove its common stock (par value $0.01) from listing on the NYSE American and deregister it under Section 12(b) of the Securities Exchange Act of 1934. The filing relies on 17 CFR 240.12d2-2(c), indicating the issuer—not the exchange—initiated the delisting and deregistration. The document, signed by EVP & General Counsel Lucy Fato on July 8, 2025, certifies that SEG meets all Form 25 requirements.

• No financial or operational metrics are included.
• The filing covers only the company’s common stock; no other classes are mentioned.
• No explanation is provided for the voluntary withdrawal.

Positive

• None.

Negative

• Voluntary delisting from NYSE American eliminates SEG’s exchange listing, potentially reducing liquidity and visibility for shareholders.
• No stated rationale or future listing plans, leaving investors with limited information on strategic intentions.

Insights

Securities Analyst

TL;DR: SEG is voluntarily delisting from NYSE American; removal reduces public-market presence and signals potential strategic change.

The Form 25 confirms Seaport Entertainment Group Inc. will cease trading on NYSE American once the SEC’s 10-day period lapses. Because the action is voluntary under Rule 12d2-2(c), management—and not the exchange—drove the decision. While delisting can cut listing fees, it also lowers trading liquidity, analyst coverage, and transparency, typically viewed negatively by public-market investors. Absent context on motives, investors face uncertainty over future share accessibility or potential going-private actions. The absence of financial metrics or alternative listing plans means market participants have limited data to gauge impact.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 25

NOTIFICATION OF REMOVAL FROM LISTING

AND/OR REGISTRATION UNDER SECTION 12(b)

OF THE SECURITIES EXCHANGE ACT OF 1934.

Commission File Number: 001-42113

Seaport Entertainment Group Inc.

NYSE American LLC

(Exact name of Issuer as specified in its charter, and name of Exchange where security is listed and/or registered)

199 Water Street, 28^th Floor

New York, NY 10038

(212) 732-8257

(Address, including zip code, and telephone number, including area code, of Issuer’s principal executive offices)

Common stock, par value $0.01 per share

(Description of class of securities)

Please place an X in the box to designate the rule provision relied upon to strike the class of securities from listing and registration:

¨	17 CFR 240.12d2-2(a)(1)
¨	17 CFR 240.12d2-2(a)(2)
¨	17 CFR 240.12d2-2(a)(3)
¨	17 CFR 240.12d2-2(a)(4)
¨	Pursuant to 17 CFR 240.12d2-2(b), the Exchange has complied with its rules to strike the class of securities from listing and/or withdraw registration on the Exchange.
x	Pursuant to 17 CFR 240.12d2-2(c), the Issuer has complied with the rules of the Exchange and the requirements of 17 CFR 240.12d2-2(c) governing the voluntary withdrawal of the class of securities from listing and registration on the Exchange.

Pursuant to the requirements of the Securities Exchange Act of 1934, Seaport Entertainment Group Inc. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing the Form 25 and has caused this notification to be signed on its behalf by the undersigned duly authorized person.

	July 8, 2025		By	Lucy Fato		EVP, General Counsel & Corporate Secretary
	Date			Name		Title

FAQ

Why did Seaport Entertainment Group (SEG) file Form 25?

To voluntarily remove its common stock from listing on NYSE American and deregister it under Section 12(b).

Which SEG security is affected by the delisting?

Only the company’s common stock, par value $0.01 per share, is covered in the filing.

What rule did SEG rely on for the voluntary delisting?

SEG cited 17 CFR 240.12d2-2(c), governing issuer-initiated withdrawal from listing and registration.

Who signed the Form 25 for SEG and when?

Lucy Fato, EVP, General Counsel & Corporate Secretary, signed on July 8, 2025.

Will SEG shares trade on NYSE American after the Form 25 is effective?

No. Once the SEC’s 10-day period passes, SEG shares will no longer be listed on NYSE American.