[8-K] Seaport Entertainment Group Inc. Reports Material Event

Rhea-AI Filing Summary

Seaport Entertainment Group (NYSE American: SEG) has announced the approval of its listing transfer from NYSE American LLC to the New York Stock Exchange (NYSE). This strategic move represents a significant milestone for the emerging growth company.

Key details of the listing transfer:

• Trading on NYSE American will cease after market close on June 27, 2025
• Trading on NYSE will commence on June 30, 2025
• Company will retain its ticker symbol "SEG"
• Common stock par value remains at $0.01 per share

The Form 8-K includes a press release (Exhibit 99.1) regarding the listing transfer, which is furnished under Regulation FD but not "filed" for Exchange Act purposes. The document was executed by EVP, General Counsel & Corporate Secretary Lucy Fato. This uplist to the NYSE mainboard could potentially increase the company's visibility and trading liquidity.

Positive

• Company is upgrading its listing from NYSE American to the main NYSE board, which typically indicates stronger financial position, higher trading volumes, and enhanced visibility
• Maintaining same trading symbol 'SEG' provides continuity for investors during exchange transfer

Negative

• None.

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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 24, 2025

SEAPORT ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in its charter)

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Delaware	001-42113	99-0947924
(State or other jurisdiction	(Commission File Number)	(IRS Employer
of incorporation)	​	Identification No.)

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199 Water Street, 28th Floor	10038
New York, NY	(Zip code)
(Address of principal executive offices)	​

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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:

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☐ 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))

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Securities registered pursuant to Section 12(b) of the Act:

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Title of each class		Trading symbol		Name of each exchange on which registered
Common stock, par value $0.01 per share	​	SEG	​	NYSE American LLC

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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. ☒

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Item 3.01Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 24, 2025, Seaport Entertainment Group Inc. (the “Company”) announced that the New York Stock Exchange (“NYSE”) had approved the transfer of the listing of the Company’s common stock, par value $0.01 per share from the NYSE American LLC (“NYSE American”) to the NYSE. The Company expects that its common stock will cease trading on the NYSE American after market close on June 27, 2025 and commence trading on the NYSE at the opening of trading on June 30, 2025. The Company’s common stock will continue to trade under the symbol “SEG.”

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Item 7.01.Regulation FD Disclosure.

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On June 24, 2025, the Company issued a press release announcing the transfer of the listing of its common stock from the NYSE American to the NYSE. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and incorporated into this Item 7.01 by reference.

The information in this Item 7.01, including Exhibit 99.1, 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.

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Item 9.01Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No.		Description
99.1	​	Press release, dated June 24, 2025
104	​	Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document)

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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.

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Dated: June 24, 2025	SEAPORT ENTERTAINMENT GROUP INC.
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​	By:	/s/ Lucy Fato
​	Name:	Lucy Fato
​	Title:	EVP, General Counsel & Corporate Secretary

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FAQ

Why is SEG stock moving from NYSE American to NYSE in June 2025?

Seaport Entertainment Group (SEG) received approval from the NYSE to transfer its common stock listing from NYSE American to the NYSE main board. The stock will cease trading on NYSE American after market close on June 27, 2025, and begin trading on the NYSE on June 30, 2025. The company will maintain its 'SEG' trading symbol.

When will SEG stock start trading on the NYSE?

SEG stock will commence trading on the New York Stock Exchange (NYSE) at the opening of trading on June 30, 2025. The last day of trading on NYSE American will be June 27, 2025.

Will SEG change its stock symbol after moving to NYSE?

No, Seaport Entertainment Group will continue to trade under the symbol 'SEG' after transferring from NYSE American to the NYSE main board.

Is Seaport Entertainment Group (SEG) an emerging growth company?

Yes, according to the 8-K filing, SEG is marked as an emerging growth company and has elected not to use the extended transition period for complying with new or revised financial accounting standards.

Who signed SEG's NYSE transfer 8-K filing?

The 8-K filing was signed by Lucy Fato, who serves as Executive Vice President, General Counsel & Corporate Secretary of Seaport Entertainment Group Inc.