Seaport Entertainment (NYSE: SEG) fixes $143.0 million 250 Water sale and closing date

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. updated its agreement to sell the 250 Water Street mixed-use development in New York City, setting a firm closing date of February 5, 2026 and a sale price of $143.0 million, subject to apportionment and adjustment under the contract.

The buyer, an affiliate of Tavros Holdings LLC, must add a further $1.0 million deposit, increasing the total deposit to $8.5 million, which is non-refundable if specified conditions are met. The buyer can no longer extend or adjourn the closing date. The transaction still depends on unsatisfied closing conditions, so completion on these terms is not assured.

Insights

Real estate and corporate transactions analyst

SEG locks in 250 Water sale terms but closing remains conditional.

Seaport Entertainment Group Inc. has tightened the terms of its 250 Water Street sale by fixing the closing date at February 5, 2026 and confirming a $143.0 million sale price. The buyer loses any further right to delay, which clarifies the transaction timetable.

The deposit structure is also strengthened: the buyer must add $1.0 million, bringing the total deposit to $8.5 million, described as non-refundable if certain conditions in the agreement are satisfied. This increases the buyer’s financial commitment ahead of closing.

However, the sale still depends on closing conditions that are not yet satisfied, and the company explicitly notes there is no assurance the deal will complete on these terms or timing. Subsequent disclosures around satisfaction of closing conditions and final completion will determine the actual impact on Seaport’s balance sheet.

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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): January 28, 2026

SEAPORT ENTERTAINMENT GROUP INC.

(Exact name of registrant as specified in 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

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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 1.01Entry into a Material Definitive Agreement.

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As previously reported, on August 15, 2025, 250 Seaport District, LLC (the “Seller”), a subsidiary of Seaport Entertainment Group Inc. (the “Company”), entered into a Purchase and Sale Agreement (as amended by that certain First Amendment to Purchase Agreement dated December 15, 2025, 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”). 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.

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On January 28, 2026, the Seller and the Buyer entered into a Second Amendment to the Agreement (the “Amendment”) to provide that, among other things and notwithstanding anything to the contrary contained in the Agreement, (i) the date of the closing of the transactions contemplated under the Agreement (the “Closing Date”) will be February 5, 2026, and the Buyer will have no further right to extend or adjourn the Closing Date, and (ii) the sale price for 250 Water Street will be $143.0 million, subject to apportionment and adjustment as set forth in the Agreement.

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Pursuant to the Amendment, within one business day following the effective date of the Amendment, the Buyer must deliver an additional $1.0 million deposit, which will increase the total deposit paid under the Agreement (as amended by the Amendment) to $8.5 million. The $8.5 million deposit amount is non-refundable, subject to the satisfaction of certain conditions set forth in the Agreement.

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Notwithstanding the foregoing, 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.

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The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the full text of the Amendment to be filed with the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.

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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: January 28, 2026	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

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

Seaport Entertainment Group updated the purchase and sale agreement for its 250 Water Street mixed-use development. The amendment sets a firm closing date, confirms the sale price, and revises deposit terms with the buyer, an affiliate of Tavros Holdings LLC, based in New York City.

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

The agreed sale price for Seaport Entertainment Group’s 250 Water Street project is $143.0 million, subject to apportionment and adjustment under the agreement. This price is set in the Second Amendment between the company’s subsidiary seller and 250 Water Street Owner LLC as buyer.

When is the scheduled closing date for Seaport Entertainment Group’s 250 Water Street sale?

The scheduled closing date for the 250 Water Street sale is February 5, 2026. The amendment states the buyer will have no further right to extend or adjourn this closing date, making the timetable more definitive, although completion still depends on unsatisfied closing conditions.

How much deposit is required under Seaport Entertainment Group’s amended 250 Water Street agreement?

Under the amendment, the buyer must deliver an additional $1.0 million deposit, increasing the total deposit to $8.5 million. This $8.5 million amount is described as non-refundable, provided certain conditions in the purchase and sale agreement are satisfied.

Are there any assurances that Seaport Entertainment Group’s 250 Water Street sale will close as planned?

There are no assurances the 250 Water Street sale will close as planned. The transaction remains subject to closing conditions that are not currently satisfied, and the company notes it may not be completed on the described terms, timing, or at all, despite the fixed closing date.

Does the buyer of Seaport Entertainment Group’s 250 Water Street project have other material ties to SEG?

The buyer, 250 Water Street Owner LLC, is an affiliate of Tavros Holdings LLC. The company states the buyer has no material relationship with Seaport Entertainment Group or its affiliates other than in respect of the purchase and sale agreement for 250 Water Street.