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Pershing Square restructures 181,750 Seaport Entertainment Group (SEG) shares

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. received a Form 4 from Pershing Square entities reporting an internal restructuring of Common Stock holdings. The filing shows two code J transactions dated April 21, 2026, each for 90,875 shares at a reference price of $22.25 per share.

According to the footnotes, the 181,750 shares were transferred from Pershing Square, L.P. to PS Redemption, L.P. in connection with a special redemption opportunity completed on that date. The shares are held by Pershing Square–affiliated funds and PS Redemption, and the Pershing Square reporting persons may be deemed beneficial owners but disclaim beneficial ownership except for any pecuniary interest.

Positive

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Negative

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Insider Pershing Square Capital Management, L.P., PERSHING SQUARE HOLDCO, L.P., Pershing Square Holdco GP, LLC, Pershing Square Management, LLC, ACKMAN WILLIAM A
Role null | null | null | null | null
Type Security Shares Price Value
Other Common Stock, par value $0.01 per share 90,875 $22.25 $2.02M
Other Common Stock, par value $0.01 per share 90,875 $22.25 $2.02M
Holdings After Transaction: Common Stock, par value $0.01 per share — 4,932,905 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Reflects a transfer of the Subject Securities (as defined below) from PSLP (as defined below) to PS Redemption, L.P. ("RedemptionCo"), which was formed for the purpose of giving effect to the special redemption of certain limited partner interests of PSLP in connection with a special redemption opportunity that was consummated on April 21, 2026. The closing price of the Issuer's Common Stock on April 21, 2026. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities reported on this Form 4 (the "Subject Securities"). PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds") and RedemptionCo. (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds and RedemptionCo, (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco and (D) ManagementCo, as the sole member of PS Holdco GP, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Anthony F. Massaro, a member of the board of directors of the Issuer of the Subject Securities, was appointed to that board as a representative of PSCM, the other Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act. These Subject Securities are held by the Pershing Square Affiliated Funds. These Subject Securities are held by RedemptionCo.
Restructured shares total 181,750 shares Two code J transactions reported as restructuring
Per-transaction share amount 90,875 shares Each of the two reported transactions
Reference share price $22.25 per share Closing price on April 21, 2026
Shares held by PS Redemption, L.P. 4,932,905 shares Total shares following one restructuring entry
Shares held by Pershing Square Affiliated Funds 90,875 shares Total shares following the other restructuring entry
special redemption financial
"in connection with a special redemption opportunity that was consummated on April 21, 2026"
Pershing Square Affiliated Funds financial
"PSH and together with PSLP and PSI, the "Pershing Square Affiliated Funds""
beneficial owner financial
"may each be deemed to be the beneficial owner of the Subject Securities"
A beneficial owner is the person who ultimately owns or controls a financial asset or property, even if their name isn't directly on official documents. Think of it like someone who secretly holds the keys to a safe deposit box—others may appear to have access, but the true owner is the one who benefits from what's inside. Identifying beneficial owners helps ensure transparency and prevent illegal activities like money laundering or fraud.
Rule 16a-1(a) regulatory
"for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934"
directors by deputization regulatory
"each of those persons are directors by deputization for purposes of Section 16"
Section 16 regulatory
"directors by deputization for purposes of Section 16 of the Exchange Act"
Section 16 is a U.S. securities law rule that governs the trading and disclosure obligations of company insiders — typically officers, directors and large shareholders — to promote transparency and deter unfair profit-taking. It requires insiders to publicly report their stock trades and allows companies or the issuer to reclaim quick, short-term profits from certain insider trades, like a scoreboard and a refund policy that help investors see and limit possible insider advantage.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED 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
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
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*
Pershing Square Capital Management, L.P.
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Seaport Entertainment Group Inc. [ SEG ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

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)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share04/21/2026J90,875(1)D$22.25(2)4,932,905ISee Footnotes(3)(4)(5)(6)(7)
Common Stock, par value $0.01 per share04/21/2026J90,875(1)A$22.25(2)90,875ISee Footnotes(3)(4)(5)(6)(8)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
PERSHING SQUARE HOLDCO, L.P.
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Pershing Square Holdco GP, LLC
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Pershing Square Management, LLC
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ACKMAN WILLIAM A
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. Reflects a transfer of the Subject Securities (as defined below) from PSLP (as defined below) to PS Redemption, L.P. ("RedemptionCo"), which was formed for the purpose of giving effect to the special redemption of certain limited partner interests of PSLP in connection with a special redemption opportunity that was consummated on April 21, 2026.
2. The closing price of the Issuer's Common Stock on April 21, 2026.
3. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities reported on this Form 4 (the "Subject Securities").
4. PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds") and RedemptionCo.
5. (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds and RedemptionCo, (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco and (D) ManagementCo, as the sole member of PS Holdco GP, may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
6. Anthony F. Massaro, a member of the board of directors of the Issuer of the Subject Securities, was appointed to that board as a representative of PSCM, the other Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act.
7. These Subject Securities are held by the Pershing Square Affiliated Funds.
8. These Subject Securities are held by RedemptionCo.
PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: /s/ William A. Ackman, Authorized Signatory04/23/2026
PERSHING SQUARE HOLDCO, L.P., By: Pershing Square Holdco GP, LLC, its General Partner, By: /s/ William A. Ackman, Authorized Signatory04/23/2026
PERSHING SQUARE HOLDCO GP, LLC, By: /s/ William A. Ackman, Authorized Signatory04/23/2026
PERSHING SQUARE MANAGEMENT, LLC, By: /s/ William A. Ackman, Member and Chief Executive Officer04/23/2026
/s/ William A. Ackman04/23/2026
** Signature of Reporting PersonDate
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 4 (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.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did Pershing Square report for Seaport Entertainment Group (SEG)?

Pershing Square entities reported two code J transactions involving 90,875 Seaport Entertainment Group shares each. These internal transfers, totaling 181,750 shares, were part of a special redemption process completed on April 21, 2026, rather than open-market buying or selling.

How many Seaport Entertainment Group shares were restructured in this Form 4?

The Form 4 shows 181,750 Seaport Entertainment Group common shares involved in restructuring. This consists of two entries of 90,875 shares each, both coded J for “other acquisition or disposition,” reflecting an internal transfer tied to a special redemption opportunity.

Who holds the Seaport Entertainment Group shares after the Pershing Square restructuring?

Footnotes state some Seaport Entertainment Group shares are held by Pershing Square Affiliated Funds, while others are held by PS Redemption, L.P. Pershing Square entities may be deemed beneficial owners under Rule 16a-1(a) but disclaim beneficial ownership except for any pecuniary interest.

What does transaction code J mean in the Seaport Entertainment Group Form 4?

Transaction code J on this Form 4 indicates “other acquisition or disposition.” Here it reflects an internal transfer of Seaport Entertainment Group shares between Pershing Square, L.P. and PS Redemption, L.P. as part of a special redemption, not a typical market purchase or sale.

What price is associated with the Seaport Entertainment Group share transfers?

The Form 4 references a price of $22.25 per Seaport Entertainment Group share. A footnote explains this is the closing price of the company’s common stock on April 21, 2026, the date when the special redemption-related transfer was completed between affiliated entities.

How many Seaport Entertainment Group shares does PS Redemption, L.P. report after the transaction?

One transaction line shows 4,932,905 Seaport Entertainment Group shares following the transfer for the PS Redemption, L.P. holding. Another line shows 90,875 shares following the transaction for the Pershing Square Affiliated Funds, illustrating post-transfer positions for these related entities.