---
schema_version: "secwatch.filing_event.v1"
accession: "0001628280-24-034173"
form_type: "8-K"
ticker: "SEG"
cik: "0002009684"
company_name: "Seaport Entertainment Group Inc."
filed_at: "2024-08-01T23:59:59+00:00"
generated_at: "2026-05-31T14:03:34.705864+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.85
calibrated_materiality_score: 0.85
confidence: "high"
source: SEC EDGAR
---

# Seaport Entertainment completes spin-off from Howard Hughes, begins trading on NYSE American under SEG

## Summary
- 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%.

## SEC filing metadata
- accession: 0001628280-24-034173
- form_type: 8-K
- ticker: SEG
- cik: 0002009684
- company_name: Seaport Entertainment Group Inc.
- filed_at: 2024-08-01T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.85
- calibrated_materiality_score: 0.85
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 3.03, 5.03, 5.01, 5.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/2009684/000162828024034173/0001628280-24-034173-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/2009684/000162828024034173/seaportentertainmentgroups.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001628280-24-034173
- JSON: https://secwatch.observer/filing/0001628280-24-034173.json
- Plain text: https://secwatch.observer/filing/0001628280-24-034173.txt

## Key facts
- Executive change
  Anthony F. Massaro was appointed as Director at Seaport Entertainment Group Inc..
  - Action: appointed
  - Role: Director
  source text: each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2009684/000162828024034173/0001628280-24-034173-index.htm
- Executive change
  Monica S. Digilio was appointed as Director at Seaport Entertainment Group Inc..
  - Action: appointed
  - Role: Director
  source text: each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2009684/000162828024034173/0001628280-24-034173-index.htm
- Executive change
  Michael A. Crawford was appointed as Lead Independent Director at Seaport Entertainment Group Inc..
  - Action: appointed
  - Role: Lead Independent Director
  source text: each of Michael A. Crawford, Monica S. Digilio and Anthony F. Massaro appointed to the Board, and Mr. Crawford serving as lead independent director.
  evidence_url: https://www.sec.gov/Archives/edgar/data/2009684/000162828024034173/0001628280-24-034173-index.htm
- Executive change
  David Z. Hirsh was appointed as Director at Seaport Entertainment Group Inc..
  - Action: appointed
  - Role: Director
  source text: 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
  evidence_url: https://www.sec.gov/Archives/edgar/data/2009684/000162828024034173/0001628280-24-034173-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.