[Form 3] Seaport Entertainment Group Inc. Initial Statement of Beneficial Ownership

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. (SEG) filed an initial Form 3 reporting that Rebecca E. Sachs, the companys Chief People Officer and a director, beneficially owns 17,213 shares of common stock as of the 08/07/2025 event date. That total includes 5,059 restricted stock units (RSUs) granted 08/07/2024 that vest in two installments on 08/01/2026 and 08/01/2027, 4,638 restricted shares converted from Howard Hughes Holdings Inc. awards after the July 31, 2024 spin-off that vest in two installments on 03/01/2026 and 03/01/2027, and 4,538 RSUs granted 03/07/2025 that vest in three annual installments beginning 03/07/2026. The Form 3 was signed by an attorney-in-fact on 08/18/2025.

Positive

• Officer equity alignment: Reporting person holds 17,213 shares/equivalents, aligning management interests with shareholders
• Retention-focused awards: Multiple RSUs and restricted shares with staggered vesting through 2027 support executive retention post spin-off
• Preserved award value: Awards converted from Howard Hughes Holdings were adjusted under the Employee Matters Agreement to preserve intrinsic value

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Officer ownership and time‑based awards align management with shareholder interests, but holdings are largely restricted or unvested.

The Form 3 discloses that the Chief People Officer holds 17,213 common shares equivalent, comprised primarily of restricted stock and RSUs with multi-year vesting schedules. From a governance perspective, this is a routine disclosure demonstrating management equity alignment following the HHH spin-off and award conversions under the Employee Matters Agreement. The holdings are subject to continued service vesting conditions, which supports retention incentives but limits immediate voting or saleable free float. No derivative instruments or option exercise prices are reported.

Executive Compensation Analyst

TL;DR: Compensation mix is equity-heavy with staggered vesting, reflecting standard retention-focused design after the spin-off.

The detailed breakdown shows conversion of pre-spin restricted stock into Issuer restricted shares and multiple RSU grants with staggered vesting dates in 2026 and 2027. These adjustments reference the Employee Matters Agreement and objective VWAP-based conversion mechanics, indicating efforts to preserve intrinsic award value post-spin-off. The structure favors multi-year retention rather than immediate liquidity, and the disclosed amounts (5,059 RSUs; 4,638 restricted shares; 4,538 RSUs) give clear timelines for potential dilution and future share release to the reporting person.

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Sachs Rebecca E.

(Last) (First) (Middle)

199 WATER STREET

28TH FLOOR

(Street)

NEW YORK NY 10038

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/07/2025

3. Issuer Name and Ticker or Trading Symbol
Seaport Entertainment Group Inc. [ SEG ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief People Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	17,213(1)(2)(3)(4)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Includes 5,059 restricted stock units ("RSUs") granted to the Reporting Person on August 7, 2024 pursuant to the Issuer's 2024 Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. These 5,059 RSUs will vest in two substantially equal installments on August 1, 2026 and August 1, 2027, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through the vesting dates.

2. On July 31, 2024 (the "Distribution Date"), Howard Hughes Holdings Inc. ("HHH") completed a pro rata spin-off distribution (the "Distribution") of all of its shares of common stock of the Issuer to the holders of record of HHH common stock as of the close of business on July 29, 2024 (the "Record Date"). In connection with the Distribution, pursuant to the terms of the Employee Matters Agreement, dated as of July 31, 2024, by and between HHH and the Issuer (the "EMA"), all outstanding equity awards with respect to HHH common stock held by the Reporting Person were equitably adjusted and converted into equity awards with respect to the Issuer's common stock, with such equitable adjustments determined based on (i) the volume weighted average per-share price of HHH common stock for the three trading-day period ending on the Distribution Date and (ii) the volume weighted average per-share price of the Issuer's common stock for the thirty trading-day period following the Distribution Date.

3. Includes 4,638 shares of restricted stock of the Issuer that were granted to the Reporting Person upon the conversion of restricted stock of HHH held by the Reporting Person as of July 31, 2024 in connection with the Distribution, in accordance with the terms of the EMA. The shares of restricted stock of the Issuer were granted pursuant to the Plan in a manner intended to preserve the aggregate intrinsic value of the awards, on generally the same terms and conditions (including vesting schedules) as applicable to the corresponding shares of restricted stock of HHH. The shares of restricted stock of the Issuer will vest in two substantially equal installments on March 1, 2026 and March 1, 2027, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through the vesting dates.

4. Includes 4,538 RSUs granted to the Reporting Person on March 7, 2025 pursuant to the Plan. Each RSU represents a contingent right to receive one share of the Issuer's common stock. These 4,538 RSUs will vest in three substantially equal annual installments beginning on March 7, 2026, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through the vesting dates.

Remarks:

See Exhibit 24.1 - Power of Attorney

	/s/ Lucy Fato, Attorney-in-Fact	08/18/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

Who filed the Form 3 for Seaport Entertainment Group (SEG)?

The Form 3 reports beneficial ownership for Rebecca E. Sachs, the company's Chief People Officer and a director, filed via attorney-in-fact on 08/18/2025.

How many shares does Rebecca E. Sachs beneficially own according to the Form 3?

The Form 3 reports beneficial ownership of 17,213 common shares (including RSUs and restricted shares).

What restricted equity grants are included in the 17,213 figure?

Included are 5,059 RSUs granted 08/07/2024 (vesting 08/01/2026 and 08/01/2027), 4,638 restricted shares converted from HHH awards (vesting 03/01/2026 and 03/01/2027), and 4,538 RSUs granted 03/07/2025 (vesting in three annual installments beginning 03/07/2026).

Were the holdings related to the Howard Hughes Holdings (HHH) spin-off?

Yes. The Form explains that awards held in HHH were equitably adjusted and converted into Issuer awards following the 07/31/2024 distribution under an Employee Matters Agreement.

Are there any derivative securities (options, warrants) reported for the reporting person?

No derivative securities or options are listed in Table II of the Form 3; only non-derivative common stock and RSU equivalents are disclosed.