Seaport Entertainment Group (SEG) FY2025 10-K Risk Factors: 20 New, 8 Dropped

What the changes say

Seaport expanded its risk disclosures around tenant changes at the Tin Building, ticketing platforms, and strict operational guidelines from sports leagues and ground leases.

What changed since the prior 10-K

New

NewRisks Related to Our Business and Our Industry
We are subject to risks related to the Tin Building
The Tin Building ceased operations in February 2026 for renovations, and Lux Entertainment will not pay rent until renovations are complete.
NewRisks Related to Our Business and Our Industry
Our operational results depend in part on our ability to secure attractive events, programming and content for certain of our venues and attractions
Failure to source compelling live events or attractions could reduce utilization, average ticket prices, attendance, and revenues.
NewRisks Related to Our Business and Our Industry
Our Seaport assets primarily sit under a long-term ground lease from the City of New York
Failure to maintain the long-term ground lease with the City of New York, which expires in 2071 or 2120, would disrupt operations.
NewRisks Related to Our Business and Our Industry
We are exposed to risks related to third-party ticketing platforms and payment processors
Third-party ticketing platforms and payment processors expose the company to outages, fee disputes, refund liquidity pressures, and regulatory scrutiny.
NewRisks Related to Our Business and Our Industry
providers or a breach of other third-party systems that ultimately impacts our operational or information security systems as a result of cyber-attacks or information security breaches could result in a substantial harm to our business and results of operations
Cyber-attacks against tenants could compromise credit card data, diminishing consumer confidence and spending at properties.
NewRisks Related to Our Business and Our Industry
Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predict
The adoption of artificial intelligence by competitors and the company introduces unpredictable competitive, operational, legal, and regulatory risks.
NewRisks Related to Our Business and Our Industry
We are subject to health, safety and security risks in connection with our live entertainment offerings and venue operations
Live entertainment and venue operations face crowd management, alcohol incidents, and public safety risks that can increase insurance and security costs.
NewRisks Related to Our Business and Our Industry
Our brand and reputation could be harmed by negative publicity
Negative publicity regarding guest safety, pricing, or data security can rapidly damage the brand and reduce guest acquisition.
NewRisks Related to Our Business and Our Industry
We are subject to risks related to intellectual property
Reliance on third-party intellectual property and licensing agreements creates risks of non-renewal, increased costs, and infringement litigation.
NewRisks Related to Our Sports Assets
format of, and the number of games in, the playing season, preseason and playoff schedules, admission of new members, franchise relocations, labor relations with the players associations, etc. Changes to these matters could have a material negative effect on our business and results of operations
MLB Professional Development League rules and restrictions could impair ownership transactions and bind the Aviators to operational changes.
NewFinancial Risks
and limitations on our ability to amend our governing documents. The restrictions under the debt agreements could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunities
Breaching financial covenants or debt ratios could lead to debt acceleration and foreclosure on secured assets like the Las Vegas Ballpark.
NewFinancial Risks
We may enter into interest rate swap agreements and other interest rate hedging contracts, including caps and cash settled forward starting swaps, to mitigate or reduce our exposure to interest rate volatility or to satisfy lender requirements
Interest rate swap and hedging agreements expose the company to counterparty non-performance and significant cash requirements.
NewRegulatory, Legal and Environmental Risks
We are subject to extensive governmental regulation and our failure to comply with these regulations could adversely affect our business, prospects, financial condition or results of operations
NewRegulatory, Legal and Environmental Risks
Changes in local political leadership, ballot initiatives and policy priorities could adversely affect our operations
NewRegulatory, Legal and Environmental Risks
Our business is subject to risks associated with discretionary decisions by local governments, planning commissions and neighborhood bodies
NewRegulatory, Legal and Environmental Risks
Failure to obtain, maintain or renew required permits and licenses could adversely affect our operations
NewRegulatory, Legal and Environmental Risks
Climate resiliency measures in the vicinity of our assets could materially and adversely affect our operations, access, costs, development plans and the value of our assets
NewRegulatory, Legal and Environmental Risks
improvements. If implemented, such measures could materially interfere with, restrict or alter how portions of our assets are accessed and used, could necessitate meaningful changes to certain building exteriors or systems, and could render parts of the site less functional or unusable for current uses
NewRegulatory, Legal and Environmental Risks
We are subject to risks associated with changing public sentiment
NewGeneral Risks
Our business exposes us to significant potential risk from lawsuits, investigations and other legal proceedings. We are, and may in the future be, subject to a variety of proceedings, including, among others, litigation regarding our assets and offerings and ordinary course employment litigation

Dropped

DroppedRisks Related to Our Business and Our Industry
Government housing regulations may limit opportunities at 250 Water Street and any future communities in which we invest, and failure to comply with resident qualification requirements may result in financial penalties or loss of benefits
DroppedRegulatory, Legal and Environmental Risks
also regulate the operation and removal of underground storage tanks. In connection with our ownership, operation and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims
DroppedRisks Related to Our Separation From and Our Relationship with HHH
sales of our common stock made pursuant to registration rights could similarly cause the trading price of our common stock to drop significantly. Any of the foregoing also could impede our ability to raise future capital
DroppedRisks Related to Our Separation From and Our Relationship with HHH
Certain of our executive officers and directors may have actual or potential conflicts of interest because of their equity interests in HHH
DroppedRisks Related to Our Separation From and Our Relationship with HHH
Following the Spin-Off, we are dependent on HHH to provide us with certain transition services, which may be insufficient to meet our needs, and we may have difficulty finding replacement services or be required to pay increased costs to replace these services after our transition services agreement with HHH expires
DroppedRisks Related to Our Common Stock
of our corporate and governance matters. The board designation and related rights are also contained in our Certificate of Incorporation
DroppedGeneral Risks
We are, and may in the future be, subject to legal proceedings or investigations, the resolution of which could negatively affect our business, financial condition or results of operations
DroppedGeneral Risks
or activities. In addition, awards against and settlements by our competitors or publicity associated with our current litigation could incentivize parties to bring additional claims against us

Reworded

98% rewrittenRisks Related to Our Business and Our Industry
Our business is subject to risks associated with sponsorships
Swapped out interest rate hedging risk to focus specifically on sponsorship cyclicality, brand safety, and advertiser budget shifts.
Was: We are subject to risks associated with hedging arrangements
83% rewrittenRisks Related to Our Separation From and Our Relationship with HHH
Future sales of our common stock, or the perception that such sales may occur, could depress our common stock price
Added registration rights sales as a factor that could depress common stock price and impede future capital raising.
74% rewrittenFinancial Risks
We will be unable to develop, redevelop or expand our properties without sufficient capital or financing
Removed 250 Water Street from the list of potential future development and expansion properties requiring capital.
69% rewrittenRisks Related to Our Common Stock
Anti-takeover provisions in our Amended and Restated Certificate of Incorporation, our Bylaws, Delaware law, the Investor Rights Agreement and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock
Updated references from Certificate of Incorporation to Amended and Restated Certificate of Incorporation.
Was: Anti-takeover provisions in our Certificate of Incorporation, our Bylaws, Delaware law, the Investor Rights Agreement and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock
60% rewrittenGeneral Risks
Loss of key personnel could adversely affect our business and operations
Expanded key personnel risk to include the labor market challenges of attracting hospitality, security, and specialized creative talent.
60% rewrittenRisks Related to Our Business and Our Industry
If we are unable to make strategic acquisitions and develop and maintain strategic partnerships, our growth may be adversely affected. Even if we are able to make acquisitions or develop partnerships, we may not realize the expected benefit from such acquisitions and partnerships
Added that termination or delay of acquisitions or partnerships can incur significant upfront costs that may not be profitable.
Was: If we are unable to make strategic acquisitions and develop and maintain strategic partnerships, our growth may be adversely affected, and we may not realize the expected benefit from acquisitions and partnerships
57% rewrittenRegulatory, Legal and Environmental Risks
We may be subject to potential costs to comply with environmental laws
Retained standard environmental compliance liabilities for real estate owners without altering core terms.
56% rewrittenFinancial Risks
The agreements governing our existing indebtedness contain restrictions that may limit our ability to operate our business
Removed mention of the Refinanced 250 Water Street Term Loan and TRS from indebtedness descriptions.
55% rewrittenRisks Related to Our Sports Assets
The actions of MLB Professional Development Leagues (“MLB PDL”) may have a material negative effect on our business and results of operations
48% rewrittenRisks Related to Our Business and Our Industry
We may be unable to renew leases, lease vacant space or re-lease space as leases expire
38% rewrittenRisks Related to Our Business and Our Industry
The operational results of some of our assets may be volatile, especially the Seaport, which could have an adverse effect on our financial condition and results of operations
35% rewrittenRisks Related to Our Business and Our Industry
We are exposed to risks associated with the development, redevelopment or construction of our properties, including in connection with our Fashion Show Mall Air Rights
Was: We are exposed to risks associated with the development, redevelopment or construction of our properties, including the potential redevelopment at 250 Water Street and in connection with our Fashion Show Mall Air Rights
34% rewrittenGeneral Risks
Weakness or instability in the general economy, our markets or our results of operations could result in future asset impairments, which would increase our reported loss or reduce our reported earnings and net worth
33% rewrittenRisks Related to Our Business and Our Industry
Because real estate is illiquid, we may not be able to sell properties when in our best interest
30% rewrittenRisks Related to Our Business and Our Industry
Downturns in tenants’ businesses may reduce our revenues and cash flows
Was: Downturn in tenants’ businesses may reduce our revenues and cash flows
29% rewrittenRisks Related to Our Common Stock
We do not expect to pay any dividends for the foreseeable future
29% rewrittenRegulatory, Legal and Environmental Risks
Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited
24% rewrittenRegulatory, Legal and Environmental Risks
Development of properties entails a lengthy, uncertain and costly entitlement process
24% rewrittenRisks Related to Our Business and Our Industry
Cybersecurity risks and incidents, such as a breach of the Company’s privacy or information security systems, or those of our vendors or other third parties, could compromise our information and expose us to liability, which would cause our business and reputation to suffer
24% rewrittenFinancial Risks
Some potential losses are not insured

All 77 risk factors

Headings as the filing states them, in filing order.

Risks Related to Our Business and Our Industry

01Our business depends in part on discretionary consumer spending patterns and, as a result, could be materially, adversely impacted by an economic downturn, recession, financial instability, inflation or changes in consumer tastes and preferences
02Downturns in tenants’ businesses may reduce our revenues and cash flows30% rewritten
03We may be unable to renew leases, lease vacant space or re-lease space as leases expire48% rewritten
04We are subject to risks related to the Tin BuildingNew
05The operational results of some of our assets may be volatile, especially the Seaport, which could have an adverse effect on our financial condition and results of operations38% rewritten
06Our operational results depend in part on our ability to secure attractive events, programming and content for certain of our venues and attractionsNew
07Significant competition could have an adverse effect on our business
08The concentration of our assets and operations in New York City and Las Vegas exposes our revenues and the value of our assets to adverse changes in local economic conditions
09Our Seaport assets primarily sit under a long-term ground lease from the City of New YorkNew
10Some of our assets are subject to potential natural or other disasters
11Climate change, as well as scrutiny of climate change and other environmental or social matters, may adversely affect our business
12Water and electricity shortages could have an adverse effect on our business, financial condition and results of operations
13If we are unable to make strategic acquisitions and develop and maintain strategic partnerships, our growth may be adversely affected. Even if we are able to make acquisitions or develop partnerships, we may not realize the expected benefit from such acquisitions and partnerships60% rewritten
14Several of our assets and our tenants depend on frequent deliveries of food, alcohol and other supplies, which subjects us to risks of shortages, interruptions and price fluctuations for those goods
15We are exposed to risks related to third-party ticketing platforms and payment processorsNew
16Cybersecurity risks and incidents, such as a breach of the Company’s privacy or information security systems, or those of our vendors or other third parties, could compromise our information and expose us to liability, which would cause our business and reputation to suffer24% rewritten
17providers or a breach of other third-party systems that ultimately impacts our operational or information security systems as a result of cyber-attacks or information security breaches could result in a substantial harm to our business and results of operationsNew
18Artificial intelligence and other machine learning techniques could increase competitive, operational, legal and regulatory risks to our business in ways that we cannot predictNew
19We are subject to health, safety and security risks in connection with our live entertainment offerings and venue operationsNew
20Our brand and reputation could be harmed by negative publicityNew
21We are subject to risks related to intellectual propertyNew
22Global economic and political instability and conflicts, such as the conflicts in Venezuela, between Russia and Ukraine or in the Middle East, could adversely affect our business, financial condition or results of operations
23Some of our directors are involved in other businesses including real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us
24Pershing Square is our largest stockholder and may exert influence over us that may be adverse to our best interests and those of our other stockholders
25Our business is subject to risks associated with our investments in real estate assets and with trends in the real estate industry
26Because real estate is illiquid, we may not be able to sell properties when in our best interest33% rewritten
27Our business is subject to risks associated with sponsorships98% rewritten
28We are exposed to risks associated with the development, redevelopment or construction of our properties, including in connection with our Fashion Show Mall Air Rights35% rewritten
29Our development projects may subject us to certain liabilities
30Beginning in 2020, the COVID-19 pandemic disrupted our business, as well as the businesses of our tenants, and any future pandemic, epidemic or similar health crisis, could have a material adverse effect on our business, financial condition, results of operations, or cash flows

Risks Related to Our Sports Assets

31Our sports assets face intense and wide-ranging competition, which may have a material negative effect on our business, financial condition and results of operations
32Our business is dependent, in part, on the continued popularity and/or competitive success of the Aviators, which cannot be assured
33Baseball decisions made by the parent club, especially those concerning player selection and salaries, may have a material negative effect on our business and results of operations
34The actions of MLB Professional Development Leagues (“MLB PDL”) may have a material negative effect on our business and results of operations55% rewritten
35format of, and the number of games in, the playing season, preseason and playoff schedules, admission of new members, franchise relocations, labor relations with the players associations, etc. Changes to these matters could have a material negative effect on our business and results of operationsNew
36Injuries to, and illness of, players on our sports team could hinder our success

Financial Risks

37The agreements governing our existing indebtedness contain restrictions that may limit our ability to operate our business56% rewritten
38and limitations on our ability to amend our governing documents. The restrictions under the debt agreements could limit our ability to finance our future operations or capital needs, make acquisitions or pursue available business opportunitiesNew
39Inflation has adversely affected us and may continue to adversely affect us by increasing costs beyond what we can recover through price increases
40We will be unable to develop, redevelop or expand our properties without sufficient capital or financing74% rewritten
41Some potential losses are not insured24% rewritten
42We may enter into interest rate swap agreements and other interest rate hedging contracts, including caps and cash settled forward starting swaps, to mitigate or reduce our exposure to interest rate volatility or to satisfy lender requirementsNew

Regulatory, Legal and Environmental Risks

43We are subject to extensive governmental regulation and our failure to comply with these regulations could adversely affect our business, prospects, financial condition or results of operationsNew
44Changes in local political leadership, ballot initiatives and policy priorities could adversely affect our operationsNew
45Our business is subject to risks associated with discretionary decisions by local governments, planning commissions and neighborhood bodiesNew
46Failure to obtain, maintain or renew required permits and licenses could adversely affect our operationsNew
47We may be subject to increased compliance costs to comply with new and contemplated government regulations relating to energy standards and climate change
48Climate resiliency measures in the vicinity of our assets could materially and adversely affect our operations, access, costs, development plans and the value of our assetsNew
49improvements. If implemented, such measures could materially interfere with, restrict or alter how portions of our assets are accessed and used, could necessitate meaningful changes to certain building exteriors or systems, and could render parts of the site less functional or unusable for current usesNew
50We may be subject to potential costs to comply with environmental laws57% rewritten
51Tax increases, changes in tax rules and challenges by tax authorities to our tax positions may adversely affect our financial results
52Our ability to utilize our net operating loss carryforwards and certain other tax attributes may be limited29% rewritten
53Development of properties entails a lengthy, uncertain and costly entitlement process24% rewritten
54Government regulations and legal challenges may delay the start or completion of the development of our properties, increase our expenses or limit our building or other activities
55Compliance with the Americans with Disabilities Act may be a significant cost for us
56We are subject to risks associated with changing public sentimentNew

Risks Related to Our Separation From and Our Relationship with HHH

57Prior to the Spin-Off, we had no history of operating as a separate, publicly traded company, and our historical financial information is not necessarily representative of the results that we would have achieved as a separate, publicly traded company and may not be a reliable indicator of our future results
58As a separate, publicly traded company, we may not enjoy the same benefits that we did as a part of HHH
59Future sales of our common stock, or the perception that such sales may occur, could depress our common stock price83% rewritten
60Our suppliers or other companies with whom we conduct business may conclude that our financial stability as a separate, publicly traded company is insufficient to satisfy their requirements for doing or continuing to do business with them
61Potential indemnification obligations to HHH pursuant to the Separation Agreement (as defined herein) could materially and adversely affect our business, financial condition, results of operations and cash flows
62We may not achieve some or all of the expected benefits of the separation, and the separation may adversely affect our business
63following the separation, we are more susceptible to market fluctuations and other adverse events than if we were still a part of HHH
64We may have received better terms from unaffiliated third parties than the terms we received in our agreements with HHH
65We or HHH may fail to perform under the various agreements we executed as part of the separation or we may fail to have necessary systems and services in place when certain of the agreements expire
66If the Spin-Off failed to qualify as a distribution under Section 355 of the Code, HHH stockholders could incur significant adverse tax consequences, and we could be required to indemnify HHH for certain tax consequences that could be material pursuant to indemnification obligations under the tax matters agreement
67To comply with the tax matters agreement, we might not be able to engage in certain transactions

Risks Related to Our Common Stock

68We cannot be certain that an active trading market for our common stock will be sustained, and the price of our common stock may fluctuate significantly
69We are an emerging growth company and the information we provide stockholders may be different from information provided by other public companies
70If we are unable to implement and maintain effective internal control over financial reporting in the future, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock may be negatively affected
71We do not expect to pay any dividends for the foreseeable future29% rewritten
72Your percentage ownership in us may be diluted in the future
73Anti-takeover provisions in our Amended and Restated Certificate of Incorporation, our Bylaws, Delaware law, the Investor Rights Agreement and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock69% rewritten

General Risks

74Loss of key personnel could adversely affect our business and operations60% rewritten
75Actual or threatened terrorist activity and other acts of violence or civil unrest, or the perception of a heightened threat of such risks, could adversely affect our financial condition and results of operations
76Weakness or instability in the general economy, our markets or our results of operations could result in future asset impairments, which would increase our reported loss or reduce our reported earnings and net worth34% rewritten
77Our business exposes us to significant potential risk from lawsuits, investigations and other legal proceedings. We are, and may in the future be, subject to a variety of proceedings, including, among others, litigation regarding our assets and offerings and ordinary course employment litigationNew

Other Seaport Entertainment Group 10-Ks

FY2024 10-K risk factors
65 risks
Seaport Entertainment Group's risk profile is dominated by real estate concentration in New York and Las Vegas, sports team performance dependencies, and development liabilities.
Filed Mar 10, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.