Seaport Entertainment Group (NYSE: SEG) signs up to $152M 250 Water St sale

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. has agreed to sell its mixed-use development project at 250 Water Street in New York City through its subsidiary, 250 Seaport District, LLC. The Purchase and Sale Agreement with 250 Water Street Owner LLC sets a sale price of $150.5 million, with provisions that could increase the price up to $152.0 million before closing. The Buyer, an affiliate of Tavros Holdings LLC, has no material relationship with the company beyond this transaction.

The Agreement includes a $6.0 million non-refundable deposit due at signing, with the potential to increase the deposit up to $8.5 million, subject to certain conditions. Closing is expected before the end of 2025, but it depends on closing conditions that are not yet satisfied, and there is no assurance the sale will be completed on these terms or timing, or at all.

Insights

Real estate and corporate transactions analyst

SEG signs $150.5M deal to sell 250 Water Street, with closing contingent on conditions.

Seaport Entertainment Group Inc., via 250 Seaport District, LLC, has entered a Purchase and Sale Agreement to sell its 250 Water Street mixed-use development for $150.5 million, with mechanisms that could lift the price to $152.0 million. The Buyer is an affiliate of Tavros Holdings LLC and is described as having no other material relationship with the company.

The structure includes a non-refundable $6.0 million deposit due at signing, potentially rising to $8.5 million, which provides some upfront economic commitment from the Buyer, subject to specified conditions. The company states that closing is expected before the end of 2025, but emphasizes that key closing conditions remain unsatisfied.

Because completion is explicitly uncertain and contingent, the actual impact will depend on whether the transaction closes and at what final price within the $150.5–$152.0 million range. Future disclosures in company filings may provide updates on satisfaction of conditions and timing of closing.

8-K Event Classification

3 items: 1.01, 7.01, 9.01

3 items

Item 1.01 Entry into a Material Definitive Agreement Business

The company signed a significant contract such as a merger agreement, credit facility, or major partnership.

Item 7.01 Regulation FD Disclosure Disclosure

Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.

Item 9.01 Financial Statements and Exhibits Exhibits

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

Understanding 8-K Material Events →

0002009684false00020096842025-08-152025-08-15

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): August 15, 2025

SEAPORT ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in its 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 1.01Entry into a Material Definitive Agreement.

​

On August 15, 2025, 250 Seaport District, LLC, a subsidiary of Seaport Entertainment Group Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with 250 Water Street Owner LLC (the “Buyer”) for the sale of a mixed-use development project located at 250 Water Street (“250 Water Street”) for a sale price of $150.5 million. The Buyer is an affiliate of Tavros Holdings LLC, a privately owned real estate investment management and development firm based in New York City. The Buyer does not have any material relationship with the Company or its affiliates, other than in respect of the Agreement.

​

The Agreement includes a $6.0 million deposit due at signing, with certain provisions to potentially increase the deposit up to $8.5 million and the sale price up to $152.0 million before closing. The deposit is non-refundable, subject to satisfaction of certain closing conditions.

​

Closing on the sale of 250 Water Street is expected before the end of 2025. However, the sale of 250 Water Street is subject to certain closing conditions, which are not currently satisfied. Accordingly, there can be no assurances that the sale of 250 Water Street will be completed on the terms or timing described in this Current Report on Form 8-K, or at all.

​

The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement to be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2025.

​

​

Item 7.01Regulation FD Disclosure.

​

On August 18, 2025, the Company issued a press release announcing the execution of the Agreement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in this Item 7.01, including the press release, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, or the Exchange Act, unless it is specifically incorporated by reference therein.

​

​

Item 9.01Financial Statements and Exhibits.

​

(d) Exhibits

​

​	​	​
Exhibit No.		Description
99.1	​	Press Release, dated August 18, 2025
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: August 18, 2025	SEAPORT ENTERTAINMENT GROUP INC.
​	​	​
​	By:	/s/ Lucy Fato
​	Name:	Lucy Fato
​	Title:	EVP, General Counsel & Corporate Secretary

​

​

​

FAQ

What transaction did Seaport Entertainment Group (SEG) disclose in this 8-K?

Seaport Entertainment Group Inc., through its subsidiary 250 Seaport District, LLC, disclosed a Purchase and Sale Agreement to sell its mixed-use development project at 250 Water Street in New York City to 250 Water Street Owner LLC.

What is the sale price for Seaport Entertainment Group's 250 Water Street project?

The Agreement sets a sale price of $150.5 million for the 250 Water Street mixed-use development, with provisions that could increase the sale price up to $152.0 million before closing.

Who is buying Seaport Entertainment Group's 250 Water Street property?

The buyer is 250 Water Street Owner LLC, an affiliate of Tavros Holdings LLC, a privately owned real estate investment management and development firm based in New York City, with no other material relationship to Seaport Entertainment Group beyond this Agreement.

What deposit is associated with Seaport Entertainment Group's sale of 250 Water Street?

The Agreement provides for a $6.0 million deposit due at signing, with certain provisions that can increase the deposit up to $8.5 million. The deposit is non-refundable, subject to satisfaction of specified closing conditions.

When is the sale of 250 Water Street expected to close for SEG?

Closing on the sale of 250 Water Street is expected before the end of 2025, but it remains subject to closing conditions that are not currently satisfied, and there is no assurance the sale will be completed on these terms or timing, or at all.

How did Seaport Entertainment Group communicate the 250 Water Street Agreement to the public?

On August 18, 2025, Seaport Entertainment Group issued a press release announcing the execution of the Purchase and Sale Agreement, which is attached as Exhibit 99.1 and incorporated by reference in the 8-K.