Form 4: Seaport Entertainment CEO Awarded Equity Grant

Seaport Entertainment Group Inc.'s CEO, Matthew Morris Partridge, received a significant equity grant comprising restricted stock units and non-qualified stock options.

Summary

• Matthew Morris Partridge, Chief Executive Officer and Director of Seaport Entertainment Group Inc. (SEG), was granted equity awards on September 18, 2025.
• The awards include 13,555 Restricted Stock Units (RSUs) under the Issuer's 2024 Equity Incentive Plan, each representing a contingent right to receive one share of common stock.
• These RSUs will vest in three substantially equal annual installments, commencing on September 18, 2026, contingent on continued service.
• Additionally, Mr. Partridge was granted 22,189 non-qualified stock options with an exercise price of $25.23 per share.
• The stock options will vest in four substantially equal annual installments, also beginning on September 18, 2026, subject to continued service.
• Following these transactions, Mr. Partridge beneficially owns 95,634 shares of common stock directly and 22,189 derivative securities (options) directly.

Sentiment

Score: 7

Explanation: The equity grant to the CEO is generally positive as it aligns management's interests with shareholders and promotes long-term retention. While there's minor potential for dilution, the overall impact is seen as a standard and beneficial incentive.

Positives

• The equity grants align the CEO's interests with those of shareholders, incentivizing long-term performance and value creation.
• The vesting schedules for both RSUs and stock options promote executive retention, ensuring the CEO's continued service to the company over several years.

Negatives

• The issuance of new equity awards, while standard, can lead to minor dilution for existing shareholders over time as RSUs convert to shares and options are exercised.

Risks

• No specific company-level risks beyond general legal disclosures regarding intentional misstatements or omissions of facts are mentioned in this Form 4 filing.

Future Outlook

The equity grants include vesting schedules extending to September 2028 for RSUs and September 2029 for stock options, indicating a planned long-term incentive structure for the CEO's continued service.

Industry Context

Executive equity compensation, including RSUs and stock options, is a standard practice across various industries, particularly in publicly traded companies, to attract, retain, and motivate key leadership by linking their financial success to company performance and shareholder value.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) and Non-Qualified Stock Options as components of executive compensation is a common and widely accepted practice across global industries, including entertainment and technology sectors.
• The vesting schedules, typically over three to four years, are consistent with industry benchmarks designed to promote long-term executive retention and align interests with shareholder value creation.
• While specific grant sizes vary based on company size, performance, and executive role, the structure of these awards is comparable to those observed in similar-sized public companies within the entertainment and media space.

Related Party Transactions

• The transaction involves the grant of equity awards to Matthew Morris Partridge, the Chief Executive Officer and a Director of Seaport Entertainment Group Inc., making it a related party transaction.

Stakeholder Impact

• Shareholders: Potential for minor dilution upon vesting and exercise of awards, but also increased alignment of CEO's interests with long-term shareholder value.
• Employees: Reinforces the company's commitment to equity-based compensation as a retention and incentive tool for key personnel.

Next Steps

• The RSUs will begin vesting in three substantially equal annual installments starting September 18, 2026.
• The non-qualified stock options will begin vesting in four substantially equal annual installments starting September 18, 2026.

Key Dates

Keywords

Seaport Entertainment Group, SEG, Matthew Morris Partridge, CEO, Director, Equity Grant, Restricted Stock Units, RSUs, Stock Options, Executive Compensation, Insider Transaction, Form 4, Vesting