CFO at Seaport Entertainment Group (SEG) awarded 9,766 RSUs, 914 withheld

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. Chief Financial Officer Lenah Elaiwat reported two equity-related transactions in company common stock. On February 26, 2026, she acquired 9,766 shares as a grant of restricted stock units under the 2024 Equity Incentive Plan, at a stated price of $0.00 per share. According to the award terms, 1,996 RSUs vest on February 27, 2027, and 7,770 RSUs vest in three substantially equal annual installments beginning on that date, conditioned on continued service. On February 27, 2026, the company withheld 914 shares to cover tax liabilities upon vesting of stock, a tax-withholding disposition that left her with 31,454 directly owned shares.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Elaiwat Lenah

(Last) (First) (Middle)

199 WATER STREET

28TH FLOOR

(Street)

NEW YORK NY 10038

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2026

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/26/2026		A		9,766(1)	A	$0	32,368	D
Common Stock	02/27/2026		F(2)		914	D	$23.36	31,454	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs") granted to the Reporting Person pursuant to Seaport Entertainment Group Inc.'s (the "Issuer") 2024 Equity Incentive Plan (the "Plan"). Each RSU represents a contingent right to receive one share of the Issuer's common stock. 1,996 RSUs vest on February 27, 2027 and 7,770 RSUs vest in three substantially equal annual installments beginning on February 27, 2027, subject to the Reporting Person's continued service with the Issuer or its subsidiaries through such date.

2. On February 27, 2026, the Issuer withheld 914 shares of common stock of the Issuer from the Reporting Person for payment of the tax liability incident to the vesting of shares of common stock granted by the Issuer pursuant to the terms of the Plan.

	/s/ Lucy Fato, Attorney-in-Fact	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did SEG CFO Lenah Elaiwat report in this Form 4 filing?

CFO Lenah Elaiwat reported an equity award and a tax share withholding. She received 9,766 restricted stock units in Seaport Entertainment Group common stock and had 914 shares withheld to pay taxes related to vesting, leaving her with 31,454 directly owned shares afterward.

How many Seaport Entertainment Group (SEG) shares did the CFO receive as an award?

The CFO received an award of 9,766 restricted stock units of common stock. These RSUs were granted under Seaport Entertainment Group Inc.’s 2024 Equity Incentive Plan and represent a contingent right to receive one share of common stock for each unit when the vesting conditions are satisfied.

What are the vesting terms of the 9,766 RSUs granted to SEG’s CFO?

Of the 9,766 RSUs, 1,996 vest on February 27, 2027. The remaining 7,770 vest in three substantially equal annual installments starting February 27, 2027, provided the CFO continues serving Seaport Entertainment Group or its subsidiaries through each vesting date.

Why were 914 SEG shares withheld from the CFO on February 27, 2026?

Seaport Entertainment Group withheld 914 shares of common stock from the CFO to cover tax liabilities. This tax-withholding disposition occurred in connection with the vesting of previously granted stock under the 2024 Equity Incentive Plan, instead of paying the tax obligation in cash.

How many Seaport Entertainment Group shares does the CFO hold after these transactions?

Following the reported transactions, the CFO directly holds 31,454 shares of Seaport Entertainment Group common stock. This figure reflects the February 26, 2026 restricted stock unit grant and the subsequent withholding of 914 shares for taxes on February 27, 2026.

What do the Form 4 transaction codes A and F mean in SEG’s filing?

Code A indicates a grant, award, or other acquisition of securities, here representing the 9,766 RSU award. Code F indicates payment of exercise price or tax liability by delivering securities, reflected by the 914-share tax-withholding disposition tied to vesting of previously granted stock.