If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), check the following box. x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. x

SUBJECT TO COMPLETION, DATED                    , 2024

An investment in our common stock involves significant risks. See “Risk Factors” beginning on page 19.

Q.What is the rights offering?

A.The rights offering is a distribution at no charge to holders of our common stock of transferable subscription rights to purchase up to an aggregate of            shares of our common stock at a cash subscription price of $           per whole share. We are offering to each of our stockholders one subscription right for each full share of common stock owned by that stockholder as of the close of business on           , 2024, the record date. Each subscription right will entitle its holder to purchase            shares of our common stock. Each subscription right entitles the holder to a basic subscription right and an over-subscription privilege, as described below. Pershing Square beneficially owns approximately           % of our common stock before giving effect to the rights offering. We expect to enter into a backstop agreement with Pershing Square, pursuant to which Pershing Square will agree to purchase all shares of common stock not subscribed for by other stockholders at the rights offering price of $           per share. As a stockholder of Seaport Entertainment on the record date, Pershing Square is also expected to agree to subscribe for and purchase shares of our common stock under its basic subscription right. We expect to sell            shares of common stock and receive gross proceeds of $           in the rights offering. See “—How will the rights offering affect Pershing Square’s ownership of our common stock?”

Q.What is the basic subscription right?

A.The basic subscription right gives our stockholders the opportunity to purchase            shares of common stock at a subscription price of $           per whole share. We have granted to you, as a stockholder of record on the record date, one subscription right for every share of our common stock you owned at that time. Fractional shares of common stock or cash in lieu of fractional shares of common stock will not be issued in the rights offering. Instead, fractional shares of common stock resulting from the exercise of the basic subscription right will be eliminated by rounding down to the nearest whole share of common stock.

Q.What is the over-subscription privilege?

A.The over-subscription privilege of each subscription right entitles you, if you fully exercise your basic subscription right and subject to certain limitations, to subscribe for additional shares of our common stock at the same subscription price per share if any shares are not purchased by other holders of subscription rights under their basic subscription rights as of the expiration date.

Q.What if there are an insufficient number of shares of common stock to satisfy the over-subscription requests?

A.If there are an insufficient number of shares of our common stock available to fully satisfy the over-subscription requests of rights holders, subscription rights holders who exercised their over-subscription privilege will receive the available shares of common stock pro rata based on the number of shares of common stock each subscription rights holder subscribed for under the basic subscription right. “Pro rata”

Q.Why are you engaging in the rights offering?

A.The rights offering is being made to raise capital to provide us with additional liquidity. See “Use of Proceeds.” We believe raising capital through this rights offering as compared to other methods, such as an underwritten public offering of our common stock, has the advantage of providing our stockholders the opportunity to participate in this transaction on a pro rata basis and, if all stockholders exercise their rights, avoid dilution of their ownership interest in our company.

Q.What happens if I choose not to exercise my subscription rights?

A.You will retain your current number of shares of our common stock even if you do not exercise your basic subscription rights. However, if you do not exercise your basic subscription rights, the percentage of our common stock that you own will decrease, and your voting and other rights will be diluted.

Q.Can the board of directors terminate the rights offering?

A.Yes. Our board of directors may decide to terminate the rights offering at any time prior to the expiration of the rights offering for any reason. If the rights offering is terminated, any money received from subscribing stockholders will be refunded promptly, in the manner in which made, without interest or deduction.

Q.When will the rights offering expire?

A.The subscription rights will expire, if not exercised, at 5:00 p.m., New York City time, on           , 2024, unless we decide to extend the rights offering until some later time. See “The Rights Offering—Expiration of the Rights Offering and Extensions, Amendments and Termination.” The subscription agent must actually receive all required documents and payments before that time and date in order for you to properly exercise your subscription rights. Although we will make reasonable attempts to provide this prospectus to our stockholders, the rights offering and all subscription rights will expire on the expiration date, whether or not we have been able to locate each person entitled to subscription rights.

Q.How do I exercise my subscription rights?

A.You may exercise your subscription rights by properly completing and signing your subscription rights certificate if you are a record holder of our common stock, or by properly completing the subscription documents received from your bank or broker-dealer if your shares of common stock are held in street name. Your subscription rights certificate, or properly completed subscription documents, as the case may be, together with full payment of the subscription price, must be received by Computershare Trust Company, N.A., the subscription agent for this rights offering and registrar for our common stock (“Computershare”), by 5:00 p.m., New York City time, on or prior to the expiration date of the rights offering, unless delivery of the subscription rights certificate is effected pursuant to the guaranteed delivery procedures described below. All funds received by the subscription agent from the exercise of subscription rights that are not fulfilled will be returned to investors, without interest, as soon as practicable after the rights offering has expired and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected.

Q.May I transfer or sell my subscription rights if I do not want to purchase any shares of common stock?

A.Yes. As the rights are transferable, we expect the rights to trade on the NYSE under the symbol “        .”

Q.What should I do if I want to participate in the rights offering but my shares of common stock are held in the name of my broker, custodian bank or other nominee?

A.If you hold shares of our common stock through a broker, custodian bank or other nominee, we will ask your broker, custodian bank or other nominee to notify you of the rights offering. If you wish to exercise your subscription rights, you will need to have your broker, custodian bank or other nominee act for you. To indicate your decision, you should complete and return to your broker, custodian bank or other nominee the form entitled “Beneficial Owner Election Form.” You should receive this form from your broker, custodian bank or other nominee with the other rights offering materials. You should contact your broker, custodian bank or other nominee if you do not receive this form, but you believe you are entitled to participate in the rights offering.

Q.Will I be charged a sales commission or a fee if I exercise my subscription rights?

A.We will not charge a brokerage commission or a fee to subscription rights holders for exercising their subscription rights. However, if you exercise your subscription rights through a broker, custodian bank or nominee, you will be responsible for any fees charged by your broker, custodian bank or nominee.

Q.Are there any conditions to my right to exercise my subscription rights?

A.Yes. The rights offering is subject to certain limited conditions. See “The Rights Offering—Conditions, Amendment, Withdrawal and Termination.”

Q.What is the recommendation of the board of directors regarding the rights offering?

A.Although the rights offering has been approved by           , and the terms of the backstop agreement with Pershing Square were approved by           , neither we nor HHH, nor our or HHH’s board of directors are making any recommendation as to whether or not you should exercise your subscription rights. You are urged to make your decision based on your own assessment of your best interests and the rights offering and after considering all of the information herein, including the “Risk Factors” section of this prospectus. You should not view            approval of the rights offering, or Pershing Square’s expected agreement to exercise all of its subscription rights and to provide a backstop for the rights offering, as a recommendation or other indication that the exercise or sale of your subscription rights is in your best interests.

Q.How was the $           per whole share of common stock subscription price established?

A.The method for establishing the subscription price per share of common stock for the rights offering will be described in a subsequent amendment.

Q.Is it risky to exercise my subscription rights?

A.The exercise of your subscription rights involves risks. Exercising your subscription rights means buying additional shares of our common stock and should be considered as carefully as you would consider any other equity investment. You should carefully consider the information under the heading “Risk Factors” and all other information included herein before deciding to exercise or sell your subscription rights.

Q.Am I required to subscribe in the rights offering?

A.No. If you do not exercise any subscription rights, the number of shares of our common stock you own will not change. However, if you choose not to exercise your subscription rights, your ownership interest in us will be diluted by other stockholder purchases. In addition, if you do not exercise your basic subscription right in full, you will not be entitled to participate in the over-subscription privilege. See “Risk Factors—Stockholders who do not fully exercise their rights will have their interests diluted.”

Q.After I exercise my subscription rights, can I change my mind and cancel my purchase?

A.No. Once you send in your subscription rights certificate and payment you cannot revoke the exercise of your subscription rights, even if the market price of our common stock is below the $           per whole share of common stock subscription price. You should not exercise your subscription rights unless you are certain that you wish to purchase additional shares of our common stock at a price of $           per whole share. Subscription rights not exercised prior to the expiration of the rights offering will expire and will have no value.

Q.What are the U.S. federal income tax consequences of receiving or exercising my subscription rights?

A.Although the authorities governing transactions such as the rights offering are complex and unclear in certain respects (including with respect to the effects of the over-subscription privilege), we believe and intend to take the position that a holder’s receipt or exercise of rights should generally be nontaxable for U.S. federal income tax purposes. This position regarding the non-taxable treatment of the rights offering is, however, not binding on the U.S. Internal Revenue Service (the “IRS”) or the courts. You should consult your tax advisor as to the particular tax consequences to you of the receipt of rights in the rights offering and the exercise, sale or lapse of the rights, including the applicability of any state, local or non-U.S. tax laws in light of your particular circumstances. For a more detailed discussion, see “Material U.S. Federal Income Tax Consequences.”

Q.If the rights offering is not completed, will my subscription payment be refunded to me?

A.Yes. The subscription agent will hold all funds it receives in a segregated bank account until completion of the rights offering. If the rights offering is not completed, all subscription payments that the subscription agent receives will be returned, in the manner in which made, without interest or deduction, as soon as practicable after the rights offering has expired and all prorating calculations and reductions contemplated by the terms of the rights offering have been effected. If you own shares of common stock in “street name,” it may take longer for you to receive payment because the subscription agent will return payments to the record holder of your shares of common stock.

Q.How does the backstop commitment work?

A.Pershing Square is expected to commit to purchase from us, subject to the terms and conditions in the backstop agreement, at the rights offering subscription price, unsubscribed shares of common stock such that gross proceeds of the rights offering will be $          . See “The Rights Offering—The Backstop Commitment.” Pershing Square is expected to commit to purchase any shares of common stock that remain after stockholders have exercised their basic subscription rights and their over-subscription privilege (in addition to its pro rata portion of the basic subscription right and any shares of common stock it purchases pursuant to the over-subscription privilege).

Q.Why is there a backstop purchaser?

A.We expect to obtain the commitment of Pershing Square to act as the backstop purchaser under the backstop agreement to ensure that we would receive a minimum level of gross proceeds from the rights offering of $           less expenses of the rights offering. Pershing Square’s obligations to purchase shares of common stock under the backstop agreement will be subject to the satisfaction or waiver of specified conditions. See “—Are there any conditions on the backstop purchaser’s obligations to purchase shares of common stock?”

Q.Will Pershing Square receive a fee for providing the backstop commitment?

A.Yes. Pursuant to the backstop agreement, we expect to agree to pay Pershing Square a fee of $           as consideration for providing the backstop commitment. We also expect to agree to reimburse Pershing Square’s third party out of pocket expenses in an amount up to $          .

Q.Are there any conditions to Pershing Square’s obligations to purchase shares of common stock?

A.Yes. Pershing Square’s obligations under the backstop commitment will be subject to the satisfaction or waiver of specified conditions, including, but not limited to, our compliance with the covenants in the backstop agreement, each of our representations and warranties being true and correct in all material respects, and no material adverse change with respect to our business and operations having occurred.

Q.When do the obligations of the backstop purchaser expire?

A.We expect that Pershing Square’s commitment to the backstop the rights offering will expire on           , 2024.

Q.How many shares of common stock will be outstanding after the rights offering?

A.We expect approximately            shares of our common stock will be outstanding immediately after the completion of the rights offering.

Q.How will the rights offering affect Pershing Square’s ownership of our common stock?

A.Pershing Square beneficially owns approximately           % of our common stock before giving effect to the rights offering. As a stockholder of Seaport Entertainment as of the record date, Pershing Square will have the right to subscribe for and purchase shares of our common stock under the basic subscription right and the over-subscription privilege. If all subscription rights holders fully exercise their basic subscription rights in the rights offering, Pershing Square is expected to own the same percentage of our common stock as it owned immediately prior to the rights offering. If Pershing Square is the only holder of rights who exercises its rights in the rights offering and no other subscription rights holders exercise their subscription rights in the rights offering, Pershing Square would own approximately           % of our common stock immediately following the rights offering and Pershing Square’s fulfillment of its backstop commitment. Any shares of our common stock purchased by Pershing Square pursuant to the expected backstop agreement will be issued in a private placement transaction, exempt from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”) and, accordingly, will be restricted securities. We expect to enter into a registration rights agreement with Pershing Square with respect to all registrable securities to be held by it.

Q.If I exercise my subscription rights, when will I receive shares of common stock purchased in the rights offering?

A.We will deliver to the record holders who purchase shares of our common stock in the rights offering certificates representing the shares of common stock purchased as soon as practicable after the expiration date of the rights offering and after all pro rata allocations and adjustments have been completed. We will not be able to calculate the number of shares of common stock to be issued to each exercising holder until 5:00 p.m., New York City time, on the second business day after the expiration date of the rights offering, which is the latest time by which subscription rights certificates may be delivered to the subscription agent under the guaranteed delivery procedures described under “The Rights Offering—Guaranteed Delivery Procedures.”

Q.Will the rights be listed on a stock exchange or national market?

A.The subscription rights are transferable during the course of the subscription period. As the rights are transferable, we expect the rights to trade on the NYSE under the symbol “       ”. We expect that any such trading will continue until the close of business on the last trading day before the expiration of the rights offering. As a result, you may transfer or sell your subscription rights if you do not want to purchase any shares of our common stock. However, the subscription rights are a new issue of securities with no prior trading market, and we cannot provide you with any assurances as to the liquidity of any trading market for the subscription rights or the market value of the subscription rights.

Q.Who is the subscription agent for the rights offering?

A.The subscription agent is Computershare. If your shares of common stock are held in the name of a broker, dealer or other nominee, then you should send your applicable subscription documents to your broker, dealer or other nominee. If you are a record holder, then you should send your applicable subscription documents, by overnight delivery, first class mail or courier service to:

Q.What should I do if I have other questions?

A.If you have questions or need assistance, please contact Computershare, the subscription agent for the rights offering, at:           .

•inability to obtain construction financing for the development or redevelopment of properties;

•increased construction costs for a project that exceeded our original estimates due to increases in materials, labor or other costs, which could make completion of the project less profitable because market rents may not increase sufficiently to compensate for the increased construction costs;

•supply chain issues and increased difficulty for workforce recruitment which may lead to construction delays and increased project development costs;

•claims for construction defects after a property has been developed;

•poor performance or nonperformance by any of our joint venture partners or other third parties on whom we rely;

•health and safety incidents and site accidents;

•easement restrictions which may impact our development costs and timing;

•compliance with building codes and other local regulations;

•changes to tax rules, regulations and/or incentives; and

•the inability to secure tenants necessary to support commercial projects.

•The Aviators’ affiliation with the Oakland A’s is dependent on maintaining a license from MLB PDL. The current license with MLB PDL expires after the 2030 minor league baseball season, and there is no guarantee that MLB PDL will offer the Aviators an opportunity to renew that license.

•MLB PDL may assert control over certain matters, under certain circumstances, that may affect our revenues such as ticket tax, advertising inventory, and the licensing of (and royalty rates paid for) the rights to produce and sell merchandise bearing the logos and/or other intellectual property of the Aviators and the league.

•MLB PDL imposes certain rules that define, under certain circumstances, the territories in which the Aviators operate. MLB and MLB PDL have also asserted control over other important decisions, such as the length and 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 PDL imposes certain restrictions on the ability of owners to undertake certain types of transactions in respect of teams, including a change in ownership. In certain instances, these restrictions could impair our ability to proceed with a transaction that is in the best interest of the Company and its stockholders if we were unable to obtain any required league approvals in a timely manner or at all.

•MLB PDL has imposed a number of rules, regulations, guidelines, bulletins, directives, policies and agreements upon its teams. Changes to these provisions may apply to our teams and their personnel, and/or the Company as a whole, regardless of whether we agree or disagree with such changes, have voted against such changes or have challenged them through other means. It is possible that any such changes could materially negatively affect our business and results of operations to the extent they are ultimately determined to bind our teams. MLB PDL asserts significant authority to take certain actions under certain circumstances. Decisions by MLB PDL, including on the matters described above, may materially negatively affect our business and results of operations. MLB PDL’s governing documents and our agreements with MLB PDL purport to limit the manner in which we may challenge decisions and actions.

•limiting our ability to obtain additional financing to fund future working capital, capital expenditures, debt service requirements, execution of our business strategy or finance other general corporate requirements;

•requiring us to make non-strategic divestitures, particularly when the availability of financing in the capital markets is limited;

•requiring a substantial portion of our cash flow to be allocated to debt service payments instead of other business purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions, dividends and other general corporate purposes;

•increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly if any of our indebtedness bears interest at variable rates;

•limiting our ability to capitalize on business opportunities, reinvest in and develop properties and to react to competitive pressures and adverse changes in government regulations;

•placing us at a disadvantage compared to other less leveraged competitors, if any;

•limiting our ability, or increasing the costs, to refinance our indebtedness;

•restricting our ability to operate our business due to certain restrictions in the debt agreements; and

•resulting in an event of default if we fail to satisfy our obligations under our indebtedness, which default could result in all or part of our indebtedness becoming immediately due and payable and, in the case of any secured debt, could permit the lenders to foreclose on our assets securing such debt.

•prior to the separation, our business has been operated by HHH as part of its broader corporate organization, rather than as a separate, publicly traded company. HHH or one of its affiliates performed various corporate functions for us such as legal, treasury, accounting, internal audit, human resources and finance. Our historical and pro forma financial results reflect allocations of corporate expenses from HHH for such functions and are likely to be less than the expenses we would have incurred had we operated as a separate publicly traded company. Following the separation, our cost related to such functions previously performed by HHH may therefore increase;

•currently, our business is integrated with the other businesses of HHH. Historically, we have shared economies of scope and scale in costs, employees, vendor relationships and customer relationships. Although we will enter into transition agreements with HHH, these arrangements may not fully capture the benefits that we have enjoyed as a result of being integrated with HHH and may result in us paying higher charges than in the past for these services. This could have an adverse effect on our results of operations and financial condition following the completion of the separation;

•generally, our working capital requirements and capital for our general corporate purposes, including acquisitions and capital expenditures, have historically been satisfied as part of the corporate-wide cash management policies of HHH. Following the completion of the separation, we may need to obtain

•after the completion of the separation, the cost of capital for our business may be higher than HHH’s cost of capital prior to the separation.

•Enhanced Strategic Focus. Separating the Seaport Entertainment business into a standalone entity creates two separate companies, each focused on its distinct business strategy.

◦Allows HHH to Focus on its Core Portfolio of Master Planned Communities. HHH owns, manages, and develops commercial, residential, and mixed-use real estate throughout the U.S. It operates one of the nation’s largest portfolios of master planned communities MPCs spanning approximately 101,000 gross acres, including: The Woodlands®, Bridgeland® and The Woodlands Hills® in the Greater Houston, Texas area; Summerlin® in the Greater Las Vegas, Nevada area; Ward Village® in Honolulu, Hawaii; and TeravalisTM in the Greater Phoenix, Arizona area.

◦Allows Seaport Entertainment to Focus on Enhancing the Value of its Existing Portfolio and to Acquire Additional Assets with a Differentiated Investment Strategy. Post separation, Seaport Entertainment will be able to focus on unlocking the inherent value embedded in its unique collection of assets positioned at the intersection of entertainment and real estate. In addition, Seaport Entertainment’s focus on acquiring entertainment related physical and/or operational assets across geographic markets in both mixed-use communities and bespoke one-off locations materially differs from that of HHH. The separation allows Seaport Entertainment to pursue such acquisition opportunities, which may not have been pursued while the Seaport Entertainment business was owned by HHH.

•Growth Opportunities. The separation of Seaport Entertainment from HHH allows each company to pursue attractive growth opportunities in areas that align with its respective core competencies. With a well-capitalized balance sheet and liquidity, Seaport Entertainment expects to have the financial flexibility to expand its scalable platform across multiple verticals within the entertainment and hospitality industries.

•Organizational Efficiency. Separating the Seaport Entertainment business from the remainder of HHH provides both companies with dedicated and experienced management teams and other key personnel to drive enhanced efficiencies across the organization, coupled with dedicated focus and attention to their respective assets, which will better position both companies to achieve their financial and commercial goals.

•Direct and More Efficient Access to the Capital Markets. The separation provides Seaport Entertainment with direct access to the capital markets, as demonstrated by the expected rights offering post-separation. As a result, Seaport Entertainment will be able to more efficiently manage its capital structure in a manner more closely tailored to the company’s business plan.

•Clarity for the Investment Community. Separating Seaport Entertainment from HHH provides existing and potential investors with greater transparency and better highlights the tailored investment opportunities presented by HHH and Seaport Entertainment. Over time, this should allow Seaport Entertainment ownership to shift to a shareholder base whose investment goals are more closely aligned with Seaport Entertainment’s business.

•Potential Value Creation. Following the separation, Seaport Entertainment will be fully dedicated to realizing shareholder value through stabilizing its existing real estate portfolio, executing on its development pipeline, expanding of partnerships and pursing strategic acquisitions that capitalize on industry trends. Similarly, the separation of entertainment-related assets from Howard Hughes will allow HHH to better focus on driving outsized performance within its core portfolio of master planned communities. Separating Seaport Entertainment from HHH better positions both companies to improve

•Create Targeted Equity Currency. Following the separation, each company’s equity may be a much more attractive acquisition currency to related business owners seeking investment diversification and liquidity through a combination with Seaport Entertainment. Similarly, this targeted equity can be used for management incentive programs which should help Seaport Entertainment attract and retain talented employees seeking opportunities more closely aligned with Seaport Entertainment’s business plan. In addition, management’s and employees’ incentive compensation in the form of Seaport Entertainment’s equity will more directly align with Seaport Entertainment’s performance. The incentives of management and employees will therefore be more closely aligned with the performance of Seaport Entertainment’s business.

•as part of HHH, we have been able to enjoy certain benefits from HHH’s operating diversity, purchasing power and opportunities to pursue integrated strategies with HHH’s other businesses. As a separate, publicly traded company, we will not have similar diversity or integration opportunities and may not have similar purchasing power or access to capital markets. We may also incur costs for certain functions previously performed by HHH, such as accounting, tax, legal, human resources and other general administrative functions that are higher than the amounts reflected in our historical financial statements, which could impact our profitability;

•the actions required to separate our and HHH’s respective businesses could disrupt our and HHH’s operations, and the separation will require significant amounts of management’s time and effort, which may divert management’s attention from operating and growing our business;

•certain costs and liabilities that were otherwise less significant to HHH as a whole will be more significant for us and HHH as separate companies after the separation;

•following the separation, our business will be less diversified than HHH’s businesses prior to the separation;

•we (and prior to the separation, HHH) will incur costs in connection with our transition to being a separate, publicly traded company that may include accounting, tax, legal and other professional services costs, recruiting and relocation costs associated with hiring or reassigning our personnel and costs to separate information systems; and

•following the separation, we may be more susceptible to market fluctuations and other adverse events than if we were still a part of HHH.

•our quarterly or annual earnings, or those of other companies in our industry;

•the failure of securities analysts to cover our common stock after the separation;

•actual or anticipated fluctuations in our operating results;

•changes in earnings estimated by securities analysts or our ability to meet those estimates;

•the operating and stock price performance of other comparable companies;

•publication of research reports about our industry;

•announcements by us or our competitors of significant contracts, acquisitions, dispositions, strategic partnerships, joint ventures or capital commitments;

•changes to the regulatory and legal environment in which we operate;

•changes in interest or inflation rates;

•overall market fluctuations and domestic and worldwide economic conditions; and

•other factors described in these “Risk Factors” and elsewhere in this information statement.

•the last day of the fiscal year in which our total annual gross revenues first meet or exceed $1.235 billion (as adjusted for inflation);

•the date on which we have, during the prior three-year period, issued more than $1.0 billion in non-convertible debt;

•the last day of the fiscal year in which we (i) have an aggregate worldwide market value of common stock held by non-affiliates of $700 million or more (measured at the end of each fiscal year) as of the last business day of our most recently completed second fiscal quarter and (ii) have been a reporting company under the Exchange Act for at least one year (and filed at least one annual report under the Exchange Act); or

•the last day of the fiscal year following the fifth anniversary of the date of our separation from HHH.

•not being required to comply with the auditor attestation requirements of the assessment of our internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act;

•exemption from new or revised financial accounting standards applicable to public companies until such standards are also applicable to private companies;

•reduced disclosure obligations regarding executive compensation in our periodic reports, proxy statements and registration statements; and

•exemptions from the requirement of holding a non-binding advisory vote on executive compensation and shareholder approval on golden parachute compensation not previously approved.

•the inability of our stockholders to act by written consent;

•restrictions on the ability of stockholders to call a special meeting without 15% or more of the voting power of the issued and outstanding shares entitled to vote generally in the election of our directors;

•rules regarding stockholder approvals and director nominations;

•the right of our board of directors to issue preferred stock without stockholder approval;

•a requirement that, to the fullest extent permitted by law, certain proceedings against or involving us or our directors or officers be brought exclusively in the Court of Chancery in the State of Delaware; and

•that certain provisions may be amended only by the affirmative vote of at least 66 2/3% of the shares of common stock entitled to vote generally in the election of directors.

•forecasts of our future economic performance;

•our separation from HHH and our ability to operate as a stand-alone public company;

•our ability to achieve the intended benefits from our separation from HHH;

•expected capital required for our operations and development opportunities for our properties;

•impact of technology on our operations and business;

•expected performance of our business;

•expected commencement and completion for property developments;

•estimates of our future liquidity, development opportunities, development spending and management plans; and

•descriptions of assumptions underlying or relating to any of the foregoing.

•risks related to our separation from, and relationship with, HHH;

•macroeconomic conditions, such as volatility in the capital markets, inflation, rising interest rates and a prolonged recession or downturn in the national economy;

•changes in discretionary consumer spending patterns or consumer tastes or preferences;

•risks associated with our investments in real estate assets and trends in the real estate industry;

•our ability to obtain operating and development capital on favorable terms, or at all, including our ability to obtain or refinance debt capital;

•the availability of debt and equity capital;

•our ability to renew our leases or re-lease available space;

•our ability to compete effectively;

•our ability to successfully identify, acquire, develop and manage properties on terms that are favorable to us;

•the impact of uncertainty around, and disruptions to, our supply chain, including labor shortages and shipping delays;

•risks related to the concentration of our properties in Manhattan and the Las Vegas area, including fluctuations in the regional and local economies and local real estate conditions;

•extreme weather conditions or climate change, including natural disasters, that may cause property damage or interrupt business;

•the impact of water and electricity shortages on our business;

•the contamination of our properties by hazardous or toxic substances;

•catastrophic events or geopolitical conditions, such as the COVID-19 pandemic and other public health crises, that may disrupt our business;

•actual or threatened terrorist activity and other acts of violence, or the perception of a heightened threat of such events;

•losses that are not insured or that exceed the applicable insurance limits;

•risks related to disruption or failure of information technology networks and related systems—both ours and those operated and managed by third parties—including data breaches and other cybersecurity attacks;

•our ability to attract and retain key personnel;

•our inability to control certain of our properties due to the joint ownership of such property and our inability to successfully attract desirable strategic partners, including joint venture partners; and

•other risks and uncertainties described herein.

•on an actual basis; and

•on a pro forma basis to give effect to (1) the issuance of $           of common stock offered by this prospectus at an offering price of $           per share and (2) $           in fees and expenses incurred in connection with the spin-off transaction and $           in anticipated fees and expenses that have been or will be incurred in connection with the rights offering.

•          

•the distribution of 100% of our issued and outstanding common stock by HHH to its stockholders;

•the effect of our anticipated post-separation capital structure, which includes the contribution of $           of cash pursuant to the Separation Agreement and the proceeds from the $           rights offering we expect to conduct and the related backstop commitment and the issuance of approximately            shares of Company common stock in such rights offering, as described in this information statement;

•the impact of the tax matters agreement and the employee matters agreement between the Company and HHH and the provisions contained therein;

The historical combined financial statements include amounts in relation to historical services provided by HHH to the Company. No adjustment is reflected in the unaudited pro forma combined financial statements in relation to services that may be provided under the Company’s transition services agreement with HHH, as such amounts are not expected to be materially different from the costs recognized in the historical combined financial statements.

Unless the context otherwise requires, references in this Management’s Discussion and Analysis of Financial Condition and Results of Operations (“MD&A”) to “Seaport Entertainment”, the “Company”, “we,” “us,” or “our” shall mean the assets and operating activities of Howard Hughes Holdings Inc. (“HHH”) that will be contributed to Seaport Entertainment Group Inc. in connection with our separation from HHH, described below. Seaport Entertainment Group Inc., which was established on January 24, 2024, has engaged in no business activities to date and has no assets or liabilities of any kind, other than those incident to its formation. The following discussion should be read as a supplement to and should be read in conjunction with our Combined Financial Statements and the related notes which are included elsewhere in this information statement as well as the information presented under “Summary Historical and Unaudited Pro Forma Combined Financial Data” and “Unaudited Pro Forma Combined Financial Statements.” This discussion contains forward-looking statements that involve risks, uncertainties, assumptions and other factors, including those described in the section entitled “Risk Factors” and elsewhere in this information statement. Actual results could differ materially from those discussed in or implied by forward-looking statements as a result of these factors. You are cautioned not to place undue reliance on this information which speaks only as of the date of this information statement. We are not obligated to update this information, whether as a result of new information, future events or otherwise, except as may be required by law.

Landlord Operations. Landlord Operations represents our ownership interests in and operation of physical real estate assets located in the Seaport, a historic district in Lower Manhattan on the banks of the East River and within walking distance of the Brooklyn Bridge. Landlord Operations assets include:

•Pier 17, a mixed-use building containing restaurants, office space, and the Rooftop at Pier 17, an outdoor concert venue;

•the Tin Building, a mixed-use building containing a culinary destination featuring a variety of experiences including restaurants, bars, grocery markets, retail, and private dining;

•the Fulton Market Building, a mixed-use building containing office and retail space, and an experiential retail concept focused on “classic lawn games” and cocktails;

•the Historic District retail and other locations which include the Museum Block, Schermerhorn Row, and more;

•250 Water Street, a full block development site approved for zoning of affordable and market-rate housing, office, retail, and community-oriented gathering space; and

•85 South Street, an eight-story residential building.

Hospitality. Hospitality represents our ownership interests in various food and beverage operating businesses. Today, we own, either wholly or through partnerships with third parties, and operate, including license and management agreements, seven fine dining and casual dining restaurants, cocktail bars and entertainment venues (The Fulton, Mister Dips, Carne Mare, Malibu Farm, Pearl Alley, Cobble & Co. and The Lawn Club), as well as our unconsolidated venture, the Tin Building by Jean-Georges, which offers over 20 culinary experiences, including restaurants, bars, grocery markets, retail, and private dining. These businesses are all our tenants and pay rent to our Landlord Operations. We also have a 25% interest in Jean-Georges Restaurants. Creative Culinary Management Company (“CCMC”), a wholly owned subsidiary of Jean-Georges Restaurants and a related party of the Company, provides management services for certain retail and food and beverage businesses in the Seaport. We aim to capitalize on opportunities in the food and beverage space to leverage growing consumer appetite for unique restaurant experiences as a catalyst to further expand the Company’s culinary footprint.

Sponsorships, Events, and Entertainment. Sponsorships, Events, and Entertainment includes the Las Vegas Aviators Triple-A Minor League Baseball team (the “Aviators”) and the Las Vegas Ballpark, events at the Rooftop at Pier 17, and all of our sponsorship agreements across both the Las Vegas Ballpark and the Seaport. The Aviators are a Triple-A affiliate of the Oakland Athletics and play at the Las Vegas Ballpark, a 10,000-seat ballpark located in Downtown Summerlin. The Rooftop at Pier 17, as mentioned in Landlord Operations above, is a premier outdoor concert venue that hosts a popular Summer Concert Series featuring emerging and established musicians alike. We see the Rooftop at Pier 17 as an opportunity to continue to drive events and entertainment growth as the demand for live music is strong and accelerating.

For an additional discussion on the basis of presentation of these Combined Financial Statements, see Note 1 – Significant Accounting Policies of the Notes to the Combined Financial Statements.

Impairment. The Company reviews its long-lived assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The Company also periodically evaluates its investments in unconsolidated ventures for recoverability and valuation declines that are other than temporary. During the third quarter of 2023, the Company recorded a $672.5 million impairment charge related to its long-lived assets located at the Seaport and $37.0 million impairment charge related to its investments in unconsolidated ventures. The Company recognized the impairment due to decreases in estimated future cash flows due to significant uncertainty of future performance as stabilization and profitability are taking longer than expected, pressure on the current cost structure, decreased demand for office space, as well as an increase in the capitalization rate and a decrease in restaurant multiples used to evaluate future cash flows. The Company used a discounted cash flow analysis to determine the fair value.

Separation Costs. The Company incurred pre-tax charges related to the planned separation from HHH, primarily related to legal and consulting costs, of $       million in the year ended December 31, 2023. No costs related to the planned separation were incurred or recorded in the combined statement of operations for the year ended December 31, 2022.

Shared Service Costs. HHH provides the Company certain services, including (1) certain support functions that are provided on a centralized basis within HHH, including, but not limited to property management, development, executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, facilities, and risk management; and (2) employee benefits and compensation, including stock-based compensation. The Company’s Combined financial statements reflect an allocation of these costs. When specific identification or a direct attribution of costs based on time incurred for the Company’s benefit is not practicable, a proportional cost method is used, primarily based on revenue, headcount, payroll costs or other applicable measures. The Company recorded expenses associated with shared services that are not directly attributable to the Company of $       million and $5.8 million for the years ended December 31, 2023 and December 31, 2022 respectively.

Sponsorships, Events, and Entertainment Revenue. Our Sponsorships, events, and entertainment revenue is generally comprised of baseball-related ticket sales, concert-related ticket sales, events-related service revenue, concession sales, and advertising and sponsorships revenue. Sponsorships, events, and entertainment revenue accounted for      % and 46.8% of total revenues for the year ended December 31, 2023 and December 31, 2022, respectively. In the year ended December 31, 2023 and December 31, 2022, we generated $      million and $55.7 million of Sponsorships, events, and entertainment revenue, respectively. 

Hospitality Revenue. Hospitality revenue is generated by the Seaport restaurants, and accounted for      % and 35.8% of total revenues for the year ended December 31, 2023 and December 31, 2022, respectively. In the year

Rental Revenue. Rental revenue is associated with the Company’s Landlord Operations assets and is comprised of minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries, and overage rent. Rental revenue accounted for      % and 16.6% of total revenues for the year ended December 31, 2023 and December 31, 2022, respectively. In the years ended December 31, 2023 and December 31, 2022, we generated $      million and $19.8 million of Rental revenue, respectively. 

Other Revenue. Other revenue is comprised of parking revenue and other miscellaneous revenue.

Sponsorships, Events, and Entertainment Costs. Sponsorships, events, and entertainment direct operating costs mainly include food and beverage costs related to our events and concerts, labor costs, event production costs, show-related marketing and advertising expenses, fulfillment costs related to our sponsorship programs, artist fees, licensing fees, and ticket-agency fees, along with other costs.

Hospitality Costs. Hospitality costs mainly include food and beverage costs related to our restaurants and retail business along with other costs that include labor costs and management fees for employment and supervision of all employees at the Company’s restaurants.

Operating Costs. Operating costs primarily consist of ground rent, production fees, electricity, labor costs and building service contracts along with other costs.

Provision for Doubtful Accounts. Provision for doubtful accounts reflects the reserves recorded for estimated losses on accounts receivable if the estimated losses are probable and can be reasonably estimated. In the years ended December 31, 2023 and December 31, 2022, the Company recorded expenses for provision for doubtful accounts of       million and $1.4 million, respectively.

General and Administrative. General and administrative costs include direct and allocated labor costs and overhead expenses for support functions that are provided on a centralized basis within HHH, including, but not limited to property management, development, executive oversight, treasury, accounting, finance, internal audit, legal, information technology, human resources, communications, facilities, risk management, and employee benefits and compensation, including stock-based compensation. General and administrative costs [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to of $17.0 million for the year ended December 31, 2022, primarily driven by       in allocated shared service costs from HHH.

Depreciation and Amortization Expense. Depreciation and amortization expense is related to the Company’s buildings and equipment and intangible assets. Depreciation and amortization expense [increased / decreased] by

Other Income, Net. Other income, net primarily includes income related to insurance reimbursements. Other income, net [increased / decreased] by $      million, or      %, to $     million for the year ended December 31, 2023, compared to $0.9 million for the year ended December 31, 2022, primarily driven by      .

Interest Expense. Interest expense is related to the Company’s secured mortgages payable, net of interest expense capitalized to development assets. Interest expense [increased / decreased] by $      million, or      %, to $     million for the year ended December 31, 2023, compared to $4.0 million for the year ended December 31, 2022, primarily driven by      .

Equity in Earnings (Losses) from Unconsolidated Ventures. Equity in earnings (losses) from unconsolidated ventures represents the Company’s allocable share of earnings or losses of each venture, based on the distribution provisions in the joint venture operating agreements. Equity in earnings (losses) from unconsolidated ventures [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $(37.1) million for the year ended December 31, 2022, primarily driven by       start-up costs incurred at the Tin Building by Jean-Georges venture.

Income Tax Expense. The following table summarizes information related to our income taxes:

For additional information on income taxes, see Note 10 - Income Taxes in the Notes to Combined Financial Statements included in this information statement.

Net Loss. Net loss [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $111.3 million for the year ended December 31, 2022, primarily driven by      .

Landlord Operations

Rental Revenue. Rental revenue [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $19.8 million for the year ended December 31, 2022, primarily driven by      .

Other Revenue. Other revenue [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $0.9 million for the year ended December 31, 2022, primarily driven by      .

Operating Costs. Operating costs [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $34.1 million for the year ended December 31, 2022, primarily driven by      .

Provision for Doubtful Accounts. Provision for doubtful accounts [increased / decreased] by $     million, or      %, to $      million for the year ended December 31, 2023, compared to $1.1 million for the year ended December 31, 2022, primarily driven by      .

Other Income, Net. Other income, net [increased / decreased] by $      million, or     %, to $      million for the year ended December 31, 2023, compared to $0.5 million for the year ended December 31, 2022, primarily driven by      .

Hospitality Revenue. Hospitality revenue [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $42.6 million for the year ended December 31, 2022, primarily driven by      .

Hospitality Costs. Hospitality costs [increased / decreased] by $      million, or      %, to $     million for the year ended December 31, 2023, compared to $38.0 million for the year ended December 31, 2022, primarily driven by      .

Operating Costs. Operating costs [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $4.9 million for the year ended December 31, 2022, primarily driven by      .

Provision for Doubtful Accounts. Provision for doubtful accounts [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $0.2 million for the year ended December 31, 2022, primarily driven by      .

Segment Adjusted EBITDA

Sponsorships, Events, and Entertainment Revenue. Sponsorships, events, and entertainment revenue [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $55.7 million for the year ended December 31, 2022, primarily driven by      .

Sponsorships, Events, and Entertainment Costs. Sponsorships, events, and entertainment costs [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $38.8 million for the year ended December 31, 2022, primarily driven by      .

Operating Costs. Operating costs [increased / decreased] by $      million, or      %, to $      for the year ended December 31, 2023, compared to $5.1 million for the year ended December 31, 2022, primarily driven by      .

Provision for Doubtful Accounts. Provision for doubtful accounts [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $0.2 million for the year ended December 31, 2022, primarily driven by      .

Other Income, Net. Other income, net [increased / decreased] by $      million, or      %, to $      million for the year ended December 31, 2023, compared to $0.5 million for the year ended December 31, 2022, primarily driven by      .

We believe that of our significant accounting policies, which are described in Note 1 - Summary of Significant Accounting Policies in the Notes to Combined Financial Statements included elsewhere in this information statement, the accounting policies below involves a greater degree of judgment and complexity. Accordingly, we believe these are the most critical to understand and evaluate fully our financial condition and results of operations.

For additional information concerning our debt and management’s estimation process to arrive at a fair value of our debt as required by GAAP, please refer to the Liquidity and Capital Resources section of Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations, Note 6 - Mortgages Payable, Net in the Notes to Combined Financial Statements under Item       of this information statement.

Create Unique Entertainment Destinations Within Sought-After Mixed-Use Commercial Hubs. Seaport Entertainment’s portfolio of premier, non-commoditized and destination-focused properties caters to a wide range of consumers. We intend to drive this high-quality product offering by focusing on best-in-class experience-based tenants and partnerships, in addition to integrating sought-after events to drive foot traffic throughout our portfolio. By continuing to offer high quality food and entertainment options across our portfolio, we seek to create unique, cohesive environments that serve the various needs of our customers and offer more than just a single product or experience. By developing destinations that have multiple touchpoints with our visitors, we believe Seaport Entertainment is well-positioned to grow its revenue base over time by driving increased penetration.

Lease-Up Existing Assets at the Seaport. The portfolio of assets within Landlord Operations at the Seaport is 69% leased and 66% occupied as of December 31, 2023. Our dedicated management team is focused on leasing up the Seaport and improving occupancy levels, which we believe will drive foot traffic to the area and improve performance at our entertainment assets. As of December 31, 2023, 50% of our existing office space is leased in the Seaport. We are actively engaged in leasing our available office space at Pier 17 on the third and fourth floors and we are evaluating use of this vacant office space for a variety of hospitality offerings. We are also focused on leasing other available retail space at the Seaport, of which 61% is currently leased as of the same period-end.

Improve Efficiencies in our Operating Businesses. There are numerous opportunities to drive efficiencies and increase margins in our operating businesses. Through our dedicated management team, which has significant experience operating entertainment-related assets, we are focused on maximizing our revenues and rightsizing costs.

•Operational Improvement and Ramp Up of The Fulton Illustrates the Path to Profitability for Similar Concepts Under the Jean-Georges Restaurants Umbrella. The Fulton is one of the full-service restaurants at the Seaport, which we believe is representative of the opportunities in our JG investment. The Fulton opened in 2019 and incurred operating losses for its first two years, which is typical for a Jean-Georges concept, as seating is purposefully limited at the onset of opening to fine-tune operations, enhance menu

Opportunistically Acquire Attractive Entertainment-Related Assets and Utilize Strategic Partnerships. Leveraging our balance sheet and liquidity position, we intend to evaluate and ultimately acquire additional entertainment-related real estate and operating assets. These assets may include but are not limited to stadiums, sports and gaming attractions, concert and entertainment venues, food halls and other restaurant concepts. In addition to acquisitions, we plan to utilize strategic partnerships to accelerate our long-term growth. To execute on this strategy, we intend to leverage our unique experience at the Seaport where we already successfully work with an array of top tier partners in the entertainment space.

Expand the Jean-Georges Partnership. Our JG investment has multiple avenues for core growth that could propel this business, including the opening of new restaurants and luxury marketplaces; introducing a franchise model for certain Jean-Georges concepts; launching fast-casual and quick service restaurant concepts that allow for significant scale; and leveraging the Jean-Georges brand via private label wholesale product distribution.

Develop Owned Land Parcels and the Fashion Show Mall Air Rights. Seaport Entertainment currently has two sizeable development opportunities: 250 Water Street and the Fashion Show Mall Air Rights. Each opportunity, if transacted on, could represent a significant driver of long-term growth.

Leverage Events and Sponsorships to Create a Flywheel Effect at the Seaport. The Seaport’s events, particularly its Rooftop Summer Concert Series, drive foot traffic to the entire district, which in turn creates opportunities for our restaurant and retail tenants as well as our sponsorship business. We are focused on creating a flywheel effect, where visitors who are drawn to the Seaport for an event receive targeted benefits from our sponsors and are engaged by our retail and dining options before and after that event. Our in-house marketing team is also leveraging the success of our Summer Concert Series to advertise all of the offerings at the Seaport to a growing social media following.

•The Success of the Summer Concert Series. When the Summer Concert Series was originally introduced in 2018, the goal was to achieve breakeven and drive foot traffic to the Seaport. Since 2018, annual ticket sales have grown from around 63,000 tickets to over 200,000 tickets, and annual revenue has increased from $6.3 million to $18.5 million in 2023. Operating income of the venue in 2023 was $1.5 million, up from a $3 million loss in 2018. During this time, the venue has also gained a significant social media presence, with 156,000 followers on Instagram by the end of 2023, significantly more than many competing venues that are substantially larger.

Improve and Increase Special Event Offerings at the Las Vegas Ballpark. The Las Vegas Ballpark is a key feature of Summerlin, Nevada, a thriving community outside of Las Vegas. By improving and increasing the special events offerings at the ballpark, we plan to further integrate the venue into the daily lives of Summerlin’s residents. The ballpark currently hosts approximately 70 baseball games each year and at least 30 special events, which leaves significant room for growth. In 2023, the ballpark held 153 events including 75 Aviators games. We are actively

Unique Focus on the Intersection of Entertainment and Real Estate to Create Inclusive, Consumer-Centric Destinations. Seaport Entertainment will be one of the few publicly traded companies focused on the intersection of entertainment and real estate. Unlike real estate investment trusts, which have limitations on their ability to invest in non-real estate assets, Seaport Entertainment will have complete flexibility to invest in both real estate as well as entertainment-focused operating assets. We intend to develop communities as opposed to standalone assets. As a result, our focus on the social needs of our customers and providing an array of food, entertainment and leisure options to keep them engaged distinguishes our business from traditional real estate development and landlord operations.

High-Quality Portfolio in High-Barrier to Entry, Top-Tier Destinations. Seaport Entertainment’s portfolio consists of unique, high-quality assets that were acquired and developed over many years to create a one-of-a-kind portfolio. As a result, there is a high barrier to replicating Seaport Entertainment’s business. The quality of the assets is complimented by the desirability of their locations: primarily Lower Manhattan and Las Vegas, where there are substantial barriers to entry.

Embedded Potential Upside Within Landlord Operations Assets. Our focus on filling the vacancies in our Landlord Operations portfolio is expected to drive incremental upside. For example, at the Seaport, Pier 17 is 54% leased as of December 31, 2023, with available space across its third and fourth floors. Driven by a dedicated management team primarily focused on performance at this and other assets, we believe the Company has substantial internal growth prospects.

Thematically-Focused, Diversified Assets. While the focus of the Company is on entertainment, the assets encompass a wide range of leisure and recreational activities, including live concerts, fine dining, professional sports, and high-end and experiential retail. Seaport Entertainment is not limited to a particular type of entertainment asset, and as a result, it should be able to meet the needs of different customers with the flexibility to adapt to changes in consumer trends, which today favors experiences over products. Unlike traditional landlords and real

Balance Sheet Positioned to Support Growth. The Company expects to conduct a $       million rights offering of equity following the distribution. In connection with the rights offering and prior to the distribution, the Company expects to enter into a backstop agreement with Pershing Square pursuant to which Pershing Square is expected to agree to (i) exercise its pro rata subscription right with respect to the rights offering at a price of $       per share of our common stock and (ii) purchase any shares not purchased upon the expiration of the rights offering at the rights offering price. The Company’s limited amount of debt outstanding, existing cash balance, and the capital raised from the rights offering will give us significant liquidity and financial flexibility to both support the existing business and facilitate the Company’s growth.

Scalable Platform. Embedded in Seaport Entertainment’s assets are multiple avenues to grow the Company, including through the expansion of existing partnerships and development of existing sites. More broadly, the Company’s focus on the intersection of entertainment and real estate is readily scalable, given the ability to pursue opportunities in leisure, tourism, hospitality, gaming, food and beverage and live entertainment spaces. We view these avenues of growth holistically, as components and levers to create broader communities that engage our visitors and provide reasons to spend more time at our locations.

•Live Events Opportunity. The demand for live music is strong and accelerating worldwide. According to Live Nation, the largest live entertainment company in the world, by mid-October 2023, 140 million tickets had been sold through their platform, up 17% year-over-year and surpassing the 2022 total of 121 million tickets sold. Live Nation’s internal research shows that 92% of fans plan to go to more or the same amount of shows in 2024 as they did in 2023. Based on these strong growth metrics, Seaport Entertainment views the live event / concert space to be an attractive opportunity for strong growth.

•Food and Dining Opportunity. Seaport Entertainment plans to leverage the growing consumer appetite for unique restaurant experiences as a catalyst to further expand its culinary footprint. According to the U.S. Department of Agriculture, consumers spent more on food in 2022 than ever before, even after adjusting for inflation. Of the total amount spent on food, consumer purchases for food away from home (i.e., restaurants), have only accelerated since the onset of the COVID-19 pandemic. As of 2022, expenditures on food away from home accounted for 54% of total food spending, marking a stark rise from its 47% market share in 2020, according to the U.S. Department of Agriculture.

•Sports and Gaming Opportunity. Consumer spending toward sporting events has demonstrated tremendous strength over the last few years. According to StubHub’s 2023 Year in Live Experiences Report:

◦NFL sales heading into the 2023 season were double from 2022.

◦College football sales were up almost 50% at season start.

◦NHL sales were trending nearly double last season’s start.

◦NBA sales on StubHub at season start were up nearly 60%.

◦MLS sales are up over 2.5x compared to 2022.

Experienced Management Team With a Proven Track Record. Seaport Entertainment’s senior management team has decades of hospitality and entertainment industry expertise coupled with long-standing business relationships and extensive experience implementing strategies to create world-class brands. Management’s vast

•Anton D. Nikodemus is the Chief Executive Officer of Seaport Entertainment. Mr. Nikodemus has spent over 30 years in entertainment and hospitality leading the development and operations of industry premier destination brands. Prior to joining Seaport Entertainment, he served as President & COO of CityCenter for MGM Resorts International where he oversaw operations for The Cosmopolitan of Las Vegas, Vdara Hotel & Spa, and ARIA Resort & Casino. Mr. Nikodemus notably led the creation and development of the MGM National Harbor Hotel & Casino in Maryland and the MGM Springfield in Massachusetts.

Landlord Operations. Landlord Operations represent our ownership interests in and operation of physical real estate assets. Today, all Landlord Operations are located in the Seaport. The Seaport encompasses over 470,000 square feet of restaurant, retail, office and entertainment properties, as well as 21 multi-family units. It is one of the few multi-block districts in New York City largely under private management and was previously owned and operated by Howard Hughes since 2010. Over 13 years, Howard Hughes invested over $1 billion in the neighborhood, helping to revitalize the area and positioning it to become one of the premier tourist attractions in the city. Today, we own 11 physical real estate assets in the Seaport that comprise 100% of our current Landlord Operations. These assets include:

•Pier 17 – Pier 17 is a 213,000 square foot mixed-use building containing restaurants, office space, and an outdoor concert venue. The Rooftop at Pier 17 is a 3,500-person concert venue, which was voted the #1 outdoor music venue in New York City in 2022 by Red Bull and ranked by Pollstar as the fifth top club worldwide in 2023. In 2023, the Rooftop’s Summer Concert Series had a record year, selling 204,000 tickets over 63 shows, representing 93% of available ticket inventory. In addition to the concert venue, the building has five restaurants with renowned chefs including Jean-Georges and Andrew Carmellini, and three floors of top-tier office space.

•Tin Building – Across from Pier 17 is the Tin Building, a 54,000-square-foot culinary destination located on the site of the original Fulton Fish Market. The property opened in September 2022 after undergoing over a $200 million, five-year renovation to reconstruct the building in collaboration with Jean-Georges, and is leased to our joint venture with a subsidiary of Jean-Georges. The building has three levels, offering over 20 culinary experiences, including restaurants, bars, grocery markets, retail and private dining.

•Fulton Market Building – The Fulton Market Building is a three-story, 115,000-square-foot mixed-use building. It is 100% leased to tenants like IPIC Theaters, which occupies 46,000 square feet and has a lease through 2035. In July 2022, high-end fashion brand Alexander Wang leased the entire third floor for its global fashion headquarters. The Lawn Club, an experiential retail concept focused on “classic lawn games” and superb cocktails, is one of our joint ventures and the most recent tenant, having opened in November 2023.

•Historic District Retail & Other – Seaport Entertainment is also the landlord for the following Historic District retail and other locations: Museum Block, Schermerhorn Row, Seaport Translux, 117 Beekman Street (ground floor only), One Seaport Plaza (ground floor only), Titanic Park and the John Street Service Building, which collectively make up approximately 91,000 square feet.

•250 Water Street – 250 Water Street is a full block, one-acre development site approved for 547,000 zoning square feet of market rate and affordable housing, office, retail and community-oriented gathering space. 250 Water Street is a unique opportunity at the Seaport to redevelop this site into a vibrant mixed-use asset, provide long-term viability to the South Street Seaport Museum and deliver economic stimulus to the area. Howard Hughes has received all of the necessary approvals for its plans and permits to build the foundation, which began in the second quarter of 2022. Final remediation work on the site is complete, and we can commence construction of the new development at our discretion.

•85 South Street – 85 South Street is an eight-story residential building with 21 apartments and 13,000 square feet of ground floor retail.

Hospitality. Hospitality represents our ownership interests in various food and beverage operating businesses. Today, we own, either wholly or through partnerships with third parties, and operate, including license and management agreements, seven fine dining and casual dining restaurants, cocktail bars and entertainment venues

Sponsorships, Events and Entertainment. Our Sponsorships, Events and Entertainment segment includes the Las Vegas Aviators, the Las Vegas Ballpark, our interest in the Fashion Show Mall Air Rights, Seaport events and concerts and all of our sponsorship agreements across both the Seaport and the Las Vegas Ballpark.

The Aviators and Las Vegas Ballpark. The Las Vegas Aviators are a Minor League Baseball team and the Triple-A affiliate of the Oakland A’s. The team was acquired by the Summerlin Las Vegas Baseball Club, a subsidiary of Howard Hughes, and Play Ball Owners Group in May 2013. In 2017, Howard Hughes acquired Play Ball’s 50% ownership stake. In addition to the team, included in Seaport Entertainment is the Aviator’s 10,000-seat ballpark, which is located in the heart of Downtown Summerlin, approximately nine miles west of the Las Vegas Strip. The area draws approximately 20 million visitors a year. The Aviators averaged approximately 6,800 ticket sales per game in 2023 and consistently generate the most ticket sales revenue in the minor leagues, according to MiLB. Since its grand opening in 2019, the Las Vegas Ballpark has been voted the best ballpark in Triple-A baseball in three out of the last five years by Ballpark Digest. In addition to hosting baseball games, the ballpark holds various special events throughout the year. On November 16, 2023, the Athletics received unanimous approval from Major League Baseball to relocate their team from Oakland to Las Vegas, where a new stadium is expected to be built. There are ongoing discussions regarding the Athletics playing a portion of their home games at the Las Vegas Ballpark until completion of the new stadium.

(1)Source: based on information collected and distributed by MLB for the 2023 MiLB season.

The Rooftop at Pier 17. The Rooftop at Pier 17 has evolved into one of the premier concert venues in New York City. The venue has capacity of 3,500 seats and in 2022 and 2023 hosted 60 and 63 concerts, respectively. Located two blocks south of the Brooklyn Bridge, the unique outdoor venue was voted the #1 outdoor music venue in New York City in 2022 by Red Bull and ranked by Pollstar as the fifth top club worldwide in 2023. The venue provides an unmatched outdoor entertainment opportunity for both emerging and established musicians. In addition, given the venue’s destination-like location, it has proven to be successful at hosting events year round and drives incremental revenue outside of the Summer Concert Series.

The Fashion Show Mall Air Rights. The Fashion Show mall is the 25th largest mall in the country. It has a prime Las Vegas Strip location, adjacent to the Wynn and Treasure Island. The mall is owned by Brookfield Properties and features more than 250 retailers and over 30 restaurants spread across 2 million square feet. Seaport Entertainment has an 80% interest in the air rights above the mall, with Brookfield Properties owning the remaining 20% stake. These air rights may be used to develop a new casino and hotel on the Las Vegas Strip. For more

We will distribute to each holder of our common stock who is a record holder of our common stock as of close of business on the record date, which is           , 2024, at no charge, one transferable subscription right for each share of our common stock owned, for a total of approximately            subscription rights. The subscription rights will be evidenced by transferable subscription rights certificates. Each subscription right will allow you to purchase shares of our common stock at a price of $           per whole share. If you elect to exercise your basic subscription right in full, you may also subscribe, at the subscription price, for additional shares of our common stock under your over-subscription privilege to the extent that other rights holders do not exercise their basic subscription rights in full, subject to certain limitations. If a sufficient number of shares of our common stock is unavailable to fully satisfy the over-subscription privilege requests, the available shares of common stock will be sold pro rata among subscription rights holders who exercised their over-subscription privilege based on the number of shares of common stock each subscription rights holder subscribed for under the basic subscription right.

Basic Subscription Right. With your basic subscription rights, you may purchase            shares of our common stock per subscription right, upon delivery of the required documents and payment of the subscription price of $           per whole share. You are not required to exercise all of your subscription rights unless you wish to purchase shares of common stock under your over-subscription privilege. We will deliver to the record holders who purchase shares of common stock in the rights offering certificates representing the shares of common stock purchased with a holder’s basic subscription right as soon as practicable after the rights offering has expired.

Over-Subscription Privilege. In addition to your basic subscription right, you may subscribe for additional shares of our common stock, upon delivery of the required documents and payment of the subscription price of $           per whole share, before the expiration of the rights offering. You may only exercise your over-subscription privilege if you exercised your basic subscription right in full and other holders of subscription rights do not exercise their basic subscription rights in full.

Pro Rata Allocation. If there are not enough shares of our common stock to satisfy all subscriptions made under the over-subscription privilege, we will allocate the remaining shares of our common stock pro rata, after eliminating all fractional shares, among those over-subscribing rights holders. “Pro rata” means in proportion to the number of shares of our common stock that you and the other subscription rights holders have purchased by exercising your basic subscription rights. If there is a pro rata allocation of the remaining shares of our common stock and you receive an allocation of a greater number of shares of common stock than you subscribed for under your over-subscription privilege, then we will allocate to you only the number of shares of common stock for which you subscribed. We will allocate the remaining shares of common stock among all other holders exercising their over-subscription privileges.

Full Exercise of Basic Subscription Rights. You may exercise your over-subscription privilege only if you exercise your basic subscription rights in full. To determine if you have fully exercised your basic subscription

Return of Excess Payment. If you exercised your over-subscription privilege and are allocated less than all of the shares of our common stock for which you wished to subscribe, your excess payment for shares of common stock that were not allocated to you will be returned to you, in the manner in which made, without interest or deduction, as soon as practicable after the expiration date of the rights offering. The subscription agent will deliver to the recordholders who purchase shares of common stock in the rights offering DRS Statements representing the shares of common stock that you purchased as soon as practicable after the expiration date of the rights offering and after all pro rata allocations and adjustments have been completed.

•Receipt by the subscription agent of any certified check or bank draft drawn upon a United States bank or money order; or

•Receipt of collected funds in the subscription account designated above.

•payment for the number of shares of common stock you subscribe for pursuant to your subscription right; and

•a guarantee notice from a member firm of a registered national securities exchange or a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) or from a commercial bank or trust company having an office or correspondent in the United States, guaranteeing the delivery to the subscription agent of the subscription rights certificate evidencing the subscription rights to be exercised within three trading days following the date of that notice; and

•within this three trading day period, the subscription agent receives the properly completed subscription rights certificate.

•your name;

•the number of rights represented by your rights certificates, the number of shares of our common stock you are subscribing for under your basic subscription privilege and the number of shares of our common stock you are subscribing for under your over-subscription privilege, if any; and

•your guarantee that you will deliver to the subscription agent any rights certificates evidencing the rights you are exercising within two business days following the date the subscription agent receives your Notice of Guaranteed Delivery.

•your rights certificate provides that the shares of common stock are to be delivered to you as record holder of those rights; or

•you are an eligible institution.

An investment in shares of our common stock must be made according to each investor’s evaluation of such investor’s own best interests and after considering all of the information herein, including the “Risk Factors” section beginning on page 19 of this prospectus.

Even though the subscription rights will be offered on a pro rata basis to each holder of our common stock, because of Pershing Square’s expected commitment to purchase all of the shares of common stock offered pursuant to the rights offering that are not purchased by other stockholders in the rights offering, the percentage of common stock owned by other stockholders is expected to decrease unless all of the other stockholders exercise the subscription rights they receive in full.

Scenario A.     All subscription rights are subscribed for on a pro rata basis by all of the stockholders to whom the subscription rights were issued. Because all of the subscription rights distributed are exercised in the basic subscription right by holders, no shares are issuable pursuant to the over-subscription privilege and Pershing Square does not need to purchase shares pursuant to the expected backstop commitment.

Anton D. Nikodemus is the Chief Executive Officer of Seaport Entertainment, and he will serve as chairman and a member of our board of directors commencing immediately upon completion of the distribution. Mr. Nikodemus has spent over 30 years in entertainment and hospitality leading the development and operations of industry premier destination brands. Prior to joining the Company, he served as President and Chief Operating Officer of CityCenter for MGM Resorts International from December 2020 to November 2023, where he oversaw operations for The Cosmopolitan of Las Vegas, Vdara Hotel & Spa and ARIA Resort & Casino. He also served as Portfolio President of Las Vegas Properties; President and Chief Operating Officer, Bellagio and Park MGM from April 2020 to December 2020 and President and Chief Operating Officer Luxury Portfolio at MGM Resorts International from February 2019 to March 2020. Mr. Nikodemus notably led the creation and development of the MGM National Harbor Hotel & Casino in Maryland and the MGM Springfield in Massachusetts. Mr. Nikodemus earned a B.S. in Business Management and Marketing from Arizona State University, and he completed the Advanced Finance Program at the Wharton School of the University of Pennsylvania.

(1)The biography of Anton D. Nikodemus is set forth under the section entitled “—Executive Officers Following the Distribution.”

Audit Committee. The initial members of the Audit Committee (the “Audit Committee”) will be           , and            will serve as chair of the Audit Committee. Our board of directors has determined that            is an “audit committee financial expert” for purposes of the rules of the SEC. In addition, our board of directors has determined that            are independent, as defined by the rules of the NYSE and Section 10A(m)(3) of the Exchange Act. Rule 10A-3 of the Exchange Act and the NYSE rules require that our Audit Committee have at least one independent member upon the listing of our common stock, have a majority of independent members within 90 days of the date of this information statement and be composed entirely of independent members within one year of the date of this information statement. The Audit Committee will be organized and conduct its business pursuant to a written charter. The Audit Committee may meet in executive session, without the presence of management, and will report to our board of directors on its actions and recommendations at each regularly scheduled Board meeting. The Audit Committee will be responsible, among its other duties and responsibilities, for reviewing, monitoring, and evaluating the following matters: the engagement of the independent auditors, the internal audit function, and financial reporting compliance. The Audit Committee will also prepare the report that the SEC rules require be included in our annual proxy statement.

Compensation Committee. The initial members of the Compensation Committee (the “Compensation Committee”) will be           , with            serving as chair. Our board of directors has determined that            are independent, as defined by the rules of the NYSE and Section 10C(a) of the Exchange Act. In addition, we expect that            will qualify as “non-employee directors” for purposes of Rule 16b-3 under the Exchange Act. The Compensation Committee will discharge our board of director’s responsibilities relating to the compensation of our executive officers, including setting goals and objectives for, evaluating the performance of, and approving the compensation paid to, our executive officers. The Compensation Committee will be responsible, among its other duties and responsibilities, for determining and approving the compensation and benefits of our directors and executive officers, monitoring compensation arrangements applicable to our executive officers in light of their performance, effectiveness and other relevant considerations, adopting and administering our equity and incentive plans and preparing the annual report as required by the SEC. The Compensation Committee will have sole authority to retain and terminate any compensation consultant, legal counsel or other advisor, as the Compensation Committee deems appropriate to assist the Compensation Committee in the performance of its duties, including the sole authority to approve the fees and other terms and conditions of retention. Prior to any such retention, the Compensation Committee will assess any factors relevant to such consultant’s, legal counsel’s or other advisor’s independence from management, including the factors specified in NYSE’s Corporate Governance Standards or other listing rules, to evaluate whether the services to be performed will raise any conflict of interest or compromise the independence of such consultant, legal counsel or other advisor.

Nominating and Corporate Governance Committee. The initial members of the Nominating and Corporate Governance Committee will be           , with            serving as chair. Our board of directors has determined that            are independent, as defined by the rules of the NYSE. The Nominating and Corporate Governance Committee will be responsible for recommending candidates for election to our board of directors. In making its recommendations, the Nominating and Corporate Governance Committee will review a candidate’s qualifications and any potential conflicts of interest and assess contributions of current directors in connection with his or her re-nomination. The Nominating and Corporate Governance Committee will also be responsible, among its other duties and responsibilities, for making recommendations to our board of directors or otherwise acting with respect to corporate governance policies and practices, including size and membership qualifications for our board of directors, new director orientation, committee structure and membership, related party transactions and communications with stockholders and other interested parties.

•Anton Nikodemus, who will serve as our Chief Executive Officer (“CEO”);

•                   , who will serve as our                   ; and

•                   , who will serve as our                   .