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Auditor shift at Seaport Entertainment (NYSE: SEG) to Grant Thornton

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. changed its external auditor, dismissing KPMG LLP and appointing Grant Thornton LLP as independent registered public accounting firm effective April 1, 2026. Grant Thornton will audit the company’s financial statements for the year ending December 31, 2026.

The company states that KPMG’s audit reports for the years ended December 31, 2025 and 2024 contained no adverse or disclaimer opinions and were not qualified for uncertainty, scope, or accounting principles. Seaport also reports no disagreements with KPMG and no reportable events during those periods.

Positive

  • None.

Negative

  • None.

Insights

Seaport replaces KPMG with Grant Thornton, describing a clean handover.

Seaport Entertainment has replaced KPMG with Grant Thornton as its independent auditor, effective April 1, 2026, for the 2026 year-end audit. This type of auditor change can matter for governance, but the company emphasizes continuity and lack of issues.

The filing notes KPMG’s prior reports for the years ended December 31, 2025 and 2024 had no adverse opinions or modifications relating to uncertainty, scope, or principles. It also explicitly states there were no disagreements or reportable events under Regulation S-K Item 304, a key reassurance point.

The company further discloses that it did not consult with Grant Thornton on specific accounting treatments or potential opinions before the appointment. That language is standard and aims to show the new auditor was not pre-selected to achieve a particular accounting outcome.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor dismissal date April 1, 2026 Date Audit Committee dismissed KPMG and appointed Grant Thornton
Audit report years Years ended December 31, 2025 and 2024 Periods covered by KPMG reports described as having no adverse opinions
KPMG response letter date April 7, 2026 Date of KPMG letter filed as Exhibit 16.1
independent registered public accounting firm financial
"dismissed KPMG LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K)"
Item 304(a)(1)(iv) of Regulation S-K regulatory
"no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K)"
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.
Understanding 8-K Material Events →
0002009684false00020096842026-04-012026-04-01

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): April 1, 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)

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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)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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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

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Trading symbol

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Name of each exchange on which registered

Common stock, par value $0.01 per share

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SEG

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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 4.01Changes in Registrant's Certifying Accountant.

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On April 1, 2026, the Audit Committee (the “Audit Committee”) of the Board of Directors of Seaport Entertainment Group Inc. (the “Company”) dismissed KPMG LLP (“KPMG”) as the Company’s independent registered public accounting firm, effective immediately, and approved the engagement of Grant Thornton LLP (“Grant Thornton”) as the Company’s independent registered public accounting firm to audit the Company’s financial statements for the year ending December 31, 2026, effective immediately. KPMG was notified of the dismissal on April 1, 2026.

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KPMG’s reports on the Company’s consolidated and combined financial statements as of December 31, 2025 and 2024 and for each of the years in the three-year period ended December 31, 2025 did not contain an adverse opinion or a disclaimer of opinion, nor were qualified or modified as to uncertainty, audit scope or accounting principles.

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During the years ended December 31, 2025 and 2024, and during the subsequent interim period through April 1, 2026, (i) there were no disagreements (within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto) between the Company and KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to KPMG’s satisfaction, would have caused KPMG to make reference to the subject matter of the disagreements in connection with its report on the Company’s consolidated and combined financial statements for the relevant year, and (ii) there were no reportable events (as defined by Item 304(a)(1)(v) of Regulation S-K).

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During the years ended December 31, 2025 and 2024, and during the subsequent interim period through April 1, 2026, neither the Company nor anyone on its behalf consulted with Grant Thornton regarding (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s consolidated and combined financial statements, and neither a written report nor oral advice was provided to the Company that Grant Thornton concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue, (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions thereto), or (iii) any reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

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In accordance with Item 304(a)(3) of Regulation S-K, the Company provided KPMG with a copy of the disclosure set forth above and requested that KPMG furnish the Company with a letter addressed to the SEC stating whether KPMG agrees with the statements made by the Company in the disclosure, and, if not, stating the respects in which it does not agree. A copy of KPMG’s letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

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Item 9.01Financial Statements and Exhibits.

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(d)

Exhibits

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Exhibit No.

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Description

16.1

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Letter from KPMG to the Securities and Exchange Commission, dated April 7, 2026

104

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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: April 7, 2026

SEAPORT ENTERTAINMENT GROUP INC.

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By:

/s/ Lucy Fato

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Name:

Lucy Fato

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Title:

EVP, General Counsel & Corporate Secretary

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Source: View Original Filing on SEC EDGAR

FAQ

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

Seaport Entertainment Group dismissed KPMG LLP as its independent registered public accounting firm and appointed Grant Thornton LLP, effective April 1, 2026. Grant Thornton will audit Seaport’s financial statements for the year ending December 31, 2026, replacing KPMG in that role.

Did KPMG issue any adverse opinions on Seaport Entertainment’s financials?

KPMG’s reports on Seaport Entertainment’s consolidated and combined financial statements for the years ended December 31, 2025 and 2024 contained no adverse opinions or disclaimers. They were also not qualified or modified regarding uncertainty, audit scope, or accounting principles, according to the company.

Were there any disagreements between Seaport Entertainment (SEG) and KPMG?

Seaport Entertainment reports no disagreements with KPMG on accounting principles, financial statement disclosure, or auditing scope or procedures during 2025, 2024, or the interim period through April 1, 2026. The company also states there were no reportable events under Regulation S-K Item 304(a)(1)(v).

Did Seaport Entertainment consult Grant Thornton before appointing it auditor?

The company states it and its representatives did not consult Grant Thornton on specific accounting principles, proposed transactions, or potential audit opinions before the appointment. It also notes no consultations about any disagreements or reportable events as defined under Regulation S-K Item 304.

How does Seaport Entertainment classify itself under SEC rules?

The filing indicates Seaport Entertainment is an emerging growth company under SEC rules. This status can affect certain disclosure and compliance requirements compared to larger, more seasoned issuers, but the document focuses primarily on the change in independent auditor.

Filing Exhibits & Attachments

4 documents

Other Documents