🧾 What This Document Is

This is a DEF 14A Proxy Statement, a formal document a public company sends to its shareholders ahead of an annual meeting. Its main job is to ask shareholders to vote on specific proposals. Think of it as the company's official agenda and report card for its owners.

👉 Why it matters: If you own shares, this tells you what you're voting on and gives you key details about the company's leadership, pay, and recent performance.

📅 The Big Meeting: What & When

Seaport Entertainment is holding its 2026 Annual Meeting of Stockholders.

When: Monday, June 8, 2026, at 10:00 a.m. Eastern Time.
Where: Virtually at www.virtualshareholdermeeting.com/SEG2026.
Who can vote: You must be a shareholder of record by the close of business on April 16, 2026.
What you're voting on:
1. Proposal 1: Elect five directors to the board.
2. Proposal 2: Ratify (approve) the appointment of Grant Thornton LLP as the company's independent accounting firm for 2026.

👉 Key Insight: The board recommends you vote "FOR" both proposals. The meeting is virtual for accessibility and lower costs.

👥 Who's Running the Show? (Board & Leadership)

The company is proposing a board of five directors. Here’s a quick look at the key players:

Matthew M. Partridge: President & CEO (since Sept. 2025). Former CFO.
Michael A. Crawford: Independent Chairman of the Board (since Sept. 2025). Background with Disney, Four Seasons, Hall of Fame Resort.
Other Nominees: Monica S. Digilio (Compensation Chair, ex-Caesars HR), David Z. Hirsh (Audit Chair, ex-Blackstone real estate), Anthony F. Massaro (Pershing Square), and Lucy Fato (General Counsel).

👉 Why it matters: This team has deep experience in hospitality, entertainment, and real estate—the core of Seaport's business. The board is majority independent, which is a good governance practice.

💰 Executive Pay: Who Makes What

The filing details 2025 pay for its top executives. Here are the highlights:

Matthew Partridge (CEO): Total 2025 compensation = $3.56 million. This includes his salary, a bonus, and stock awards.
Lenah Elaiwat (CFO): Total = $951,182.
Lucy Fato (General Counsel): Total = $898,849.
Anton Nikodemus (Former CEO): Received $4.62 million in 2025, which included a significant $3.78 million in termination payments after he left in September 2025.

How Bonuses Work: Bonuses for 2025 were based on hitting targets for revenue, adjusted net income, and strategic goals (like selling the 250 Water Street site). The company met these goals between "target" and "maximum" levels.

👉 Why it matters: Pay is designed to align with company performance. The leadership transition from Nikodemus to Partridge was a major event in 2025.

🔍 The Big Auditor Switch

A major change: On April 1, 2026, the company fired KPMG as its auditor and hired Grant Thornton LLP.

KPMG's reports were clean, with no disagreements or major issues reported.
Fees paid to KPMG for 2025 audit work were $946,829.

👉 Why it matters: Changing auditors is a significant event. While the filing says it was an amicable split, investors always watch these changes closely for any underlying reasons.

📈 Company Performance & Strategy (CEO's Take)

In his letter, CEO Matthew Partridge highlighted key 2025 achievements:

New York (The Seaport): Leased 153,000 sq ft, reaching 90% occupancy. The Rooftop at Pier 17 won "Best Outdoor Music Venue" in the U.S.
Las Vegas (Ballpark): The Aviators won the 2025 Pacific Coast League Championship.
2026 Moves: Sold the 250 Water Street development site and signed a lease to bring the Balloon Museum to the Tin Building.
Strategy: Focus on creating authentic, in-person experiences (live events, food, retail) to drive visitation and long-term value in a digital world.

⚖️ Strengths & Risks to Consider

👍 Strengths:

Unique portfolio of experiential real estate and operating businesses in prime locations (NYC, Las Vegas).
Strong balance sheet after the 250 Water Street sale.
Proven ability to attract tenants and host major events.
Experienced leadership team in relevant industries.

⚠️ Risks & Challenges:

Success depends on consumer spending on entertainment and hospitality.
Business is concentrated in a few key locations; issues at any one could hurt results.
The leadership transition is recent; new strategy execution is key.
General economic downturns could reduce visitation and spending.

🔮 What's Next? (2026 Outlook)

The company is carrying its 2025 momentum into 2026. The focus remains on:

Executing its strategy of programming destinations with compelling experiences.
Delivering consistent guest engagement to drive sustainable cash flow.
Leveraging its "unique combination of operating businesses and real estate."

🧠 The Analogy

Seaport Entertainment is like the producer of a major concert series at a historic venue. They don't just own the building (the real estate); they book the bands (tenant experiences), sell the tickets (drive visitation), and manage the parking and food (operating businesses). Their success depends on consistently putting on a great show that keeps people coming back.

🧩 Final Takeaway

This proxy statement paints a picture of a newly public company in transition, solidifying its leadership team and strategy after a CEO change. The focus is on leveraging prime real estate assets to create must-visit entertainment destinations. Investors are being asked to endorse the new board and auditor while reviewing a compensation plan tied to the company's performance milestones.

SEG Hosts 2026 Annual Meeting; Auditor Switch to Grant Thornton