Seaport Entertainment (SEG) installs Matt Partridge as CEO amid board changes

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. announced a leadership transition in which Anton Nikodemus stepped down as President, Chief Executive Officer and Chairman of the Board effective September 4, 2025, moving into a Special Advisor role through November 3, 2025 under a termination “without cause” and receiving separation benefits under his employment agreement. He also resigned from the Board, with the company stating this was not due to any disagreement over operations, policies or practices. Michael Crawford, formerly Lead Independent Director, became independent Chairman and the Lead Independent Director role was eliminated.

Effective September 4, 2025, Matt Partridge, age 41, was appointed President and Chief Executive Officer and became the company’s principal executive officer, later joining the Board on September 10, 2025. His amended and restated employment agreement provides a base salary of $800,000, an annual cash bonus targeted at 100% of salary (ranging from at least 50% to no more than 150% of target if minimum goals are met), an initial equity award with a grant value of at least $1,367,671, and targeted annual equity awards of $2,400,000 starting in 2026. Lenah Elaiwat, age 42, was appointed Interim Chief Financial Officer and Treasurer, adding the role of principal financial officer while continuing as Chief Accounting Officer.

Insights

Corporate governance analyst

CEO and chair transition completed, internal successor elevated with defined pay package.

Seaport Entertainment Group Inc. replaced its President and Chief Executive Officer, with Anton Nikodemus exiting those roles and the chair position on September 4, 2025, while remaining as Special Advisor until November 3, 2025. His departure is treated as a termination “without cause” under his employment agreement, which typically implies contractual severance obligations rather than performance-based dismissal.

The Board elevated internal candidate Matt Partridge, previously Executive Vice President, Chief Financial Officer and Treasurer, to President and Chief Executive Officer and later to the Board. His compensation package includes an $800,000 base salary, a target annual cash bonus equal to 100% of salary with a range from at least 50% to no more than 150% of target if minimum goals are met, and equity awards with an initial grant value of at least $1,367,671 plus targeted annual equity of $2,400,000 starting in 2026. The appointment of Lenah Elaiwat as Interim Chief Financial Officer and Treasurer consolidates finance leadership while the company maintains continuity in its accounting function.

8-K Event Classification

3 items: 5.02, 7.01, 9.01

3 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 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 →

0002009684false00020096842025-09-042025-09-04

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): September 4, 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

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

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Transition of Anton Nikodemus

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The Board of Directors (the “Board”) of Seaport Entertainment Group Inc. (the “Company”) has determined that, effective as of September 4, 2025 (the “Transition Date”), Anton Nikodemus will cease to serve as the President and Chief Executive Officer of the Company. Pursuant to a Letter Agreement between the Company and Mr. Nikodemus, dated as of September 4, 2025 (the “Transition Agreement”), Mr. Nikodemus will serve in the role of Special Advisor to the Company and continue to be employed by the Company from the Transition Date through November 3, 2025 (the “Separation Date”).

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

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Pursuant to the Transition Agreement, Mr. Nikodemus agreed to resign from service as a member of the Board, effective as of the Transition Date, and will no longer serve as Chairman of the Board. The resignation is not a result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. Michael Crawford, who currently serves as Lead Independent Director of the Board, has been appointed to fill the role of independent Chairman of the Board, effective as of September 4, 2025. Accordingly, the position of Lead Independent Director of the Board has been eliminated.

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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.

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Appointment of Matt Partridge as President, Chief Executive Officer and Director

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Effective September 4, 2025, Matt Partridge, age 41, was appointed President and Chief Executive Officer of the Company. In connection with Mr. Partridge’s appointment, Mr. Partridge assumed the role of the Company’s principal executive officer and no longer serves as the Company’s principal financial officer. The Board also appointed Mr. Partridge as a director effective September 10, 2025, to hold office until the Company’s 2026 annual meeting of stockholders and until his successor is duly elected and qualified.

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Prior to his appointment as President and Chief Executive Officer of the Company, Mr. Partridge served as the Company’s Executive Vice President, Chief Financial Officer and Treasurer since April 2024. Mr. Partridge has more than 15 years of experience in hospitality, entertainment, and real estate, across a variety of asset classes and operating models with both public and private companies. Prior to joining the Company, Mr. Partridge was Senior Vice President, Chief Financial Officer and Treasurer for two publicly traded real estate investment trusts, CTO Realty Growth, Inc. (NYSE: CTO) and Alpine Income Property Trust, Inc. (NYSE: PINE) from 2020 to 2024. Previously, Mr. Partridge served as Chief Operating Officer and Chief Financial Officer of Hutton Companies, a private commercial real estate development and investment company from 2018 to 2020, and prior to Hutton, Mr. Partridge held similar roles with Agree Realty Corporation (NYSE: ADC) and Pebblebrook Hotel Trust (NYSE: PEB). Mr. Partridge earned a B.B.A. in Finance from Eastern Michigan University and an M.B.A. from Xavier University.

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There are no arrangements or understandings between Mr. Partridge and any other persons pursuant to which he was appointed as President and Chief Executive Officer of the Company. Further, there are no arrangements or understandings between Mr. Partridge and any other persons pursuant to which he was appointed to the Board. There are no family relationships between Mr. Partridge and any of the Company’s other directors or executive officers, and Mr.

Partridge is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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In connection with his appointment as President and Chief Executive Officer of the Company, Mr. Partridge entered into an Amended and Restated Employment Agreement (the “Partridge Agreement”), effective as of September 4, 2025 (the “Effective Date”).

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The initial term of the Partridge Agreement expires on the fifth anniversary of the Effective Date, unless earlier terminated. Unless earlier terminated, upon the fifth anniversary of the Effective Date and each anniversary thereafter, Mr. Partridge’s employment under the Partridge Agreement will renew automatically for additional periods of one year, unless either party provides notice of non-renewal at least 60 days prior to the date of automatic renewal.

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Under the Partridge Agreement, Mr. Partridge’s annual base salary is $800,000. During each calendar year of the employment period, Mr. Partridge is eligible for an annual cash bonus with a target amount of 100% of his annual base salary based upon the achievement of performance goals established by the Compensation Committee of the Board (the “Compensation Committee”). If the Compensation Committee establishes a minimum overall performance goal that Mr. Partridge is required to achieve to receive an annual bonus and the minimum goal is achieved, then the annual bonus for such calendar year will be equal to at least 50% of the target bonus amount, but no more than 150% of the target bonus amount.

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Pursuant to the Partridge Agreement, on or as soon as practicable following the Effective Date, the Company will grant Mr. Partridge an initial equity award with an aggregate grant value of at least $1,367,671. The Partridge Agreement also provides that during each calendar year of the employment period beginning in calendar year 2026, Mr. Partridge will be eligible to receive an annual equity award with an aggregate targeted grant value on the date of grant equal to $2,400,000.

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The foregoing description of the Partridge Agreement is not complete and is qualified in its entirety by reference to the full text of the Partridge Agreement, which is filed as Exhibit 10.2 to this Current Report on Form 8-K and incorporated herein by reference.

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Appointment of Lenah Elaiwat as Interim Chief Financial Officer and Treasurer

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Effective September 4, 2025, Lenah Elaiwat, age 42, was appointed Interim Chief Financial Officer and Treasurer of the Company. Ms. Elaiwat currently serves as the principal accounting officer of the Company, and, in connection with her appointment as Interim Chief Financial Officer, will also assume the role of the Company’s principal financial officer. There are no arrangements or understandings between Ms. Elaiwat and any other persons pursuant to which she was appointed as Interim Chief Financial Officer and Treasurer of the Company. There are no family relationships between Ms. Elaiwat and any of the Company’s other directors or executive officers, and Ms. Elaiwat is not a party to any transaction, or any proposed transaction, required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Ms. Elaiwat also currently serves as Chief Accounting Officer of the Company. She has served in this role since April 2024. Ms. Elaiwat brings nearly 20 years of experience in finance and accounting within the real estate sector. Prior to joining the Company, Ms. Elaiwat was Chief Accounting Officer for Regis Group PLC, where she led the accounting and finance functions for two start-up real estate investment platforms from 2022 to 2024. From 2019 to 2022, she served as Vice President of Accounting and Finance at Midwood Investment and Development, a private commercial real estate developer in New York City, overseeing accounting, treasury, finance and investor relations. Earlier in her career, Ms. Elaiwat held the role of Vice President, Accounting and Finance at Colony Capital Inc. (NYSE: CLNY) and its predecessor, NorthStar Realty Finance (NYSE: NRF), a diversified real estate investment trust, from 2014 to 2019. She began her career in the real estate audit practice at Ernst & Young LLP. Ms. Elaiwat holds a B.S in Information Technology from NJIT and an M.B.A in Accounting from Rutgers University. She is also a Certified Public Accountant.

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Item 7.01Regulation FD Disclosure.

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On September 10, 2025, the Company issued a press release relating to the leadership changes described above in Item 5.02. 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.

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Item 9.01Financial Statements and Exhibits.

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(d) Exhibits

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Exhibit No.		Description
10.1 ​ 10.2 ​ 99.1	​ ​	Letter Agreement by and between Anton Nikodemus and Seaport Entertainment Group Inc., dated as of September 4, 2025 Amended and Restated Employment Agreement by and between Matt Partridge and Seaport Entertainment Group Inc., dated as of September 4, 2025 Press Release, dated September 10, 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: September 10, 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

What leadership changes did Seaport Entertainment Group (SEG) announce in this 8-K?

The company disclosed that Anton Nikodemus ceased serving as President and Chief Executive Officer and resigned from the Board and as Chairman effective September 4, 2025, transitioning to a Special Advisor role through November 3, 2025. Matt Partridge was appointed President and Chief Executive Officer on September 4, 2025 and joined the Board on September 10, 2025, while Michael Crawford became independent Chairman of the Board.

Why did Anton Nikodemus leave his roles at Seaport Entertainment Group (SEG)?

The Board determined that, effective September 4, 2025, Anton Nikodemus would cease to serve as President and Chief Executive Officer. His separation is governed by the termination “without cause” provisions of his employment agreement, and the company states that his resignation from the Board and as Chairman was not due to any disagreement regarding its operations, policies, or practices.

What are the main terms of Matt Partridge’s new employment agreement with Seaport Entertainment Group (SEG)?

Under the amended and restated employment agreement effective September 4, 2025, Matt Partridge receives an annual base salary of $800,000 and is eligible for an annual cash bonus targeted at 100% of base salary, with payouts of at least 50% and up to 150% of target if minimum performance goals set by the Compensation Committee are achieved. He is also to receive an initial equity award with a grant value of at least $1,367,671 and, beginning in 2026, annual equity awards targeted at $2,400,000.

How long is the employment term for Seaport Entertainment Group (SEG) CEO Matt Partridge?

The initial term of Matt Partridge’s employment agreement runs until the fifth anniversary of the September 4, 2025 effective date, unless earlier terminated. After that, his employment automatically renews for successive one-year periods unless either party gives at least 60 days’ notice of non-renewal before an automatic renewal date.

Who is the new Interim Chief Financial Officer of Seaport Entertainment Group (SEG)?

Lenah Elaiwat, age 42, was appointed Interim Chief Financial Officer and Treasurer effective September 4, 2025. She also serves as the company’s Chief Accounting Officer and principal accounting officer, and with this appointment she assumes the role of principal financial officer. The company reports no family relationships or related-party transactions requiring disclosure in connection with her appointment.

Did Seaport Entertainment Group (SEG) provide additional information about these leadership changes?

Yes. The company referenced a Letter Agreement with Anton Nikodemus governing his transition (filed as Exhibit 10.1), an Amended and Restated Employment Agreement with Matt Partridge (Exhibit 10.2), and a press release dated September 10, 2025 describing the leadership changes (Exhibit 99.1), all incorporated by reference.