8-K filed August 1, 2024, 7:59 PM ET ticker SEG CIK 0002009684

other material confidence high sentiment neutral materiality 0.85

Seaport Entertainment Group Inc. (SEG): M&A transaction — Seaport Entertainment completes spin-off from Howard Hughes, begins trading on NYSE American under SEG

Seaport Entertainment Group Inc.

Distribution on July 31, 2024: HHH shareholders received 1 SEG share per 9 HHH shares; HHH contributed $23.4M cash.
Entered separation, transition services, tax, and employee agreements with HHH; issued ~5.52M shares in private placement for asset transfers.
Board expanded to 5 directors; David Hirsh, Michael Crawford, Monica Digilio, Anthony Massaro appointed; Anton Nikodemus remains CEO.
CEO Nikodemus granted $10M equity award (RSUs + options); Partridge $900k RSUs, Fato $212.5k RSUs; 2024 bonuses at Compensation Committee discretion.
Refinanced $51.2M Las Vegas Ballpark note (4.92%) with Seaport as guarantor; Seaport District issued $10M Series A preferred stock at 14%.

item 1.01 item 2.03 item 3.02 item 3.03 item 5.03 item 5.01 item 5.02 item 8.01 item 9.01

Executive movements

Machine-extracted from this filing. Every card cites the SEC source. See all recent executive movements.

Appointed

Anthony F. Massaro

Director

SEG · Seaport Entertainment Group Inc.

Effective: 2024-07-31
Filed: August 1, 2024, 7:59 PM ET

each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.

Appointed

Monica S. Digilio

Director

SEG · Seaport Entertainment Group Inc.

Effective: 2024-07-31
Filed: August 1, 2024, 7:59 PM ET

each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.

Appointed

Michael A. Crawford

Lead Independent Director

SEG · Seaport Entertainment Group Inc.

Effective: 2024-07-31
Filed: August 1, 2024, 7:59 PM ET

each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.

Appointed

David Z. Hirsh

Director

SEG · Seaport Entertainment Group Inc.

Effective: 2024-07-29
Filed: August 1, 2024, 7:59 PM ET

David Z. Hirsh was appointed to fill the vacancy created by the increase in the size of the Board, effective immediately prior to the commencement of “when-issued” trading

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Anthony F. Massaro was appointed as Director at Seaport Entertainment Group Inc..

Action: appointed
Role: Director

Exact text from the filing

each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Monica S. Digilio was appointed as Director at Seaport Entertainment Group Inc..

Action: appointed
Role: Director

Exact text from the filing

each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

Michael A. Crawford was appointed as Lead Independent Director at Seaport Entertainment Group Inc..

Action: appointed
Role: Lead Independent Director

Exact text from the filing

each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.

View on SEC.gov

Executive change SEC 8-K Item 5.02 confidence 0.95

David Z. Hirsh was appointed as Director at Seaport Entertainment Group Inc..

Action: appointed
Role: Director

Exact text from the filing

David Z. Hirsh was appointed to fill the vacancy created by the increase in the size of the Board, effective immediately prior to the commencement of “when-issued” trading

View on SEC.gov

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Seaport Entertainment Group Inc. completed a disposition involving Howard Hughes Holdings Inc. (closed 2024-07-31).

Action: disposition
Counterparty: Howard Hughes Holdings Inc.
Closing: 2024-07-31

Exact text from the filing

On July 31, 2024 (the "Distribution Date"), at 11:59 p.m. Eastern Time, the previously announced separation (the "Separation") of Seaport Entertainment Group Inc., a Delaware corporation ("Seaport Entertainment" or the "Company"), from Howard Hughes Holdings Inc. ("HHH") was completed.

View on SEC.gov

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Seaport Entertainment Group Inc. filing history →

Source: SEC EDGAR

accession 0001628280-24-034173

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