Seaport Entertainment GC transition and advisor role

Seaport Entertainment Group Inc. announced a leadership transition in its legal function.

(Moderate)

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. announced a leadership transition in its legal function. Effective June 25, 2026, Lucy Fato ceased serving as Executive Vice President, General Counsel and Corporate Secretary and will instead act as an Advisor to the President and CEO through August 24, 2026.

Her departure is treated as a termination “without cause” under her existing employment agreement, making her eligible for separation payments and benefits tied to that status, subject to release requirements and completion of advisory services. The detailed Letter Agreement governing this transition is filed as Exhibit 10.1.

Insights

Key legal officer transitions to advisory role under pre-set contract terms.

The change moves Lucy Fato from Executive Vice President, General Counsel and Corporate Secretary into an Advisor role to the CEO between June 25, 2026 and August 24, 2026. Core legal leadership responsibilities will likely shift to other executives or a successor.

The separation is explicitly treated as “without cause,” triggering separation payments and benefits already defined in her employment agreement, rather than bespoke exit terms. This points to a structured, contractual transition rather than a sudden dispute-driven departure.

The Letter Agreement is attached as Exhibit 10.1, so subsequent disclosures or future filings may outline who assumes the General Counsel and Corporate Secretary roles and how governance responsibilities are reallocated.

8-K Event Classification

2 items: 5.02, 9.01

2 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

Key Terms

Emerging growth company, termination "without cause", Transition Agreement, Separation Date, +1 more

5 terms

Emerging growth company regulatory

"Emerging growth company"

An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

termination "without cause" financial

"Ms. Fato’s separation is governed pursuant to the termination “without cause” provisions"

Transition Agreement financial

"Pursuant to a Letter Agreement ... (the “Transition Agreement”)"

Separation Date financial

"from the Transition Date through August 24, 2026 (the “Separation Date”)."

Letter Agreement financial

"Letter Agreement by and between Lucy Fato and Seaport Entertainment Group Inc."

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What executive change did Seaport Entertainment Group (SEG) disclose?

Seaport Entertainment Group disclosed that Lucy Fato stopped serving as Executive Vice President, General Counsel and Corporate Secretary on June 25, 2026. She shifted into an Advisor role to the President and CEO, continuing employment through August 24, 2026 under a Transition Agreement.

What role will Lucy Fato hold at Seaport Entertainment after June 25, 2026?

After June 25, 2026, Lucy Fato will serve as an Advisor to the President and Chief Executive Officer. She remains employed by Seaport Entertainment Group through August 24, 2026, providing services described in a Letter Agreement filed as Exhibit 10.1 to the report.

How is Lucy Fato’s separation from Seaport Entertainment characterized?

Her separation is governed by the termination “without cause” provisions in her employment agreement with Seaport Entertainment Group. This classification determines the separation payments and benefits she may receive, provided she satisfies the release requirements and performs advisory services through the Separation Date.

What payments or benefits will Lucy Fato receive in connection with her departure from SEG?

Lucy Fato will be entitled to the separation payments and benefits associated with a termination without cause under her existing employment agreement. These amounts are conditioned on her satisfying release requirements and providing advisory services through August 24, 2026, as outlined in the Transition Agreement.

Where can investors find the full terms of Lucy Fato’s Transition Agreement with SEG?

The full terms are contained in a Letter Agreement between Lucy Fato and Seaport Entertainment Group, dated June 25, 2026. This Transition Agreement is filed as Exhibit 10.1 to the Form 8-K and incorporated by reference into the disclosure.

Does Seaport Entertainment’s 8-K mention any financial results or major transactions?

The 8-K centers on a management transition involving the Executive Vice President, General Counsel and Corporate Secretary. It addresses her new advisory role and separation terms; it does not present earnings data or major transactional financial figures in the disclosed sections.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/29/2026 - 04:05 PM

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): June 25, 2026

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective June 25, 2026 (the “Transition Date”), Lucy Fato ceased to serve as Executive Vice President, General Counsel and Corporate Secretary of Seaport Entertainment Group Inc. (the “Company”). Pursuant to a Letter Agreement between the Company and Ms. Fato, dated as of June 25, 2026 (the “Transition Agreement”), Ms. Fato will serve as an Advisor to the President and Chief Executive Officer of the Company and continue to be employed by the Company from the Transition Date through August 24, 2026 (the “Separation Date”).

Ms. Fato’s separation is governed pursuant to the termination “without cause” provisions of her employment agreement with the Company, as amended, a copy of which has previously been filed with the Securities and Exchange Commission. In connection with her termination of employment with the Company, subject to Ms. Fato’s satisfaction of the release requirements in her employment agreement and provided that Ms. Fato provides the services set forth in the Transition Agreement through the Separation Date, Ms. Fato will be entitled to the separation payments and benefits payable upon a termination without cause pursuant to the terms of her employment agreement.

The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by reference to the full text of the Transition Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01Financial Statements and Exhibits.

(d)

Exhibits


Exhibit No.		Description
10.1		Letter Agreement by and between Lucy Fato and Seaport Entertainment Group Inc., dated as of June 25, 2026
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: June 29, 2026	SEAPORT ENTERTAINMENT GROUP INC.

	By:	/s/ Matthew M. Partridge
	Name:	Matthew M. Partridge
	Title:	President and Chief Executive Officer

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

4 documents

Agreements & Contracts

EX-10.1 EX-10.1 10.9 KB

Seaport Entertainment GC transition and advisor role

Rhea-AI Filing Summary

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