Seaport Entertainment Group Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 1.01Entry into a Material Definitive Agreement.
On August 15, 2025, 250 Seaport District, LLC, a subsidiary of Seaport Entertainment Group Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Agreement”) with 250 Water Street Owner LLC (the “Buyer”) for the sale of a mixed-use development project located at 250 Water Street (“250 Water Street”) for a sale price of $150.5 million. The Buyer is an affiliate of Tavros Holdings LLC, a privately owned real estate investment management and development firm based in New York City. The Buyer does not have any material relationship with the Company or its affiliates, other than in respect of the Agreement.
The Agreement includes a $6.0 million deposit due at signing, with certain provisions to potentially increase the deposit up to $8.5 million and the sale price up to $152.0 million before closing. The deposit is non-refundable, subject to satisfaction of certain closing conditions.
Closing on the sale of 250 Water Street is expected before the end of 2025. However, the sale of 250 Water Street is subject to certain closing conditions, which are not currently satisfied. Accordingly, there can be no assurances that the sale of 250 Water Street will be completed on the terms or timing described in this Current Report on Form 8-K, or at all.
The foregoing description of the Agreement does not purport to be complete and is qualified in its entirety by reference to the text of the Agreement to be filed with the Company’s Quarterly Report on Form 10-Q for the quarterly period ending September 30, 2025.
Item 7.01Regulation FD Disclosure.
On August 18, 2025, the Company issued a press release announcing the execution of the Agreement. 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.
Item 9.01Financial Statements and Exhibits.
(d) | Exhibits |
Exhibit No. |
| Description |
99.1 | ||
104 | Cover Page Interactive Data File (the cover page tags are embedded within the Inline XBRL document) |
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.
Dated: August 18, 2025 | SEAPORT ENTERTAINMENT GROUP INC. | |
By: | /s/ Lucy Fato | |
Name: | Lucy Fato | |
Title: | EVP, General Counsel & Corporate Secretary | |