Item 5. Market for Registrant’s Common Equity
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities
During the third quarter of 2023, the Company became the successor issuer of HHC pursuant to Rule 12g-3(a) under the Exchange Act as of August 11, 2023.
MARKET INFORMATION
Our common stock is traded on the New York Stock Exchange (the NYSE) under the ticker symbol “HHH”. No dividends have been declared or paid in 2023 or 2022. Any future determination related to our dividend policy will be made at the discretion of our board of directors and will depend on a number of factors, including future earnings, capital requirements, restrictions under debt agreements, financial condition, future prospects, and other factors the board of directors may deem relevant.
NUMBER OF HOLDERS OF RECORD
As of February 20, 2024, there were 1,154 stockholders of record of our common stock.
PERFORMANCE GRAPH
The following performance graph compares the yearly dollar change in the cumulative total stockholder return on our common stock with the cumulative total returns of the NYSE Composite Index, MSCI US REIT Index, and the S&P 500 Real Estate Index. The graph tracks the performance of a $100 investment in our common stock and in each of the indexes during the last five fiscal years ended December 31, 2023. The graph was prepared based on the assumption that dividends have been reinvested subsequent to the initial investment. Stockholder returns over the indicated period are based on historical data and should not be considered indicative of future stockholder returns.
HHH 2023 FORM 10-K | 36
OTHER INFORMATION
Table of Contents
Index to Financial Statements
PURCHASES OF EQUITY SECURITIES BY THE ISSUER
The following sets forth information with respect to the equity compensation plans available to employees and directors of the Company at December 31, 2023:
Plan Category (a)
Number of securities to be issued upon exercise of outstanding options, warrants, and rights (1) (b)
Weighted-average exercise price of outstanding options, warrants, and rights (c)
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)
Equity compensation plans approved by security holders (2) 134,337 $ 108.76 727,758
Equity compensation plans not approved by security holders — — —
Total 134,337 $ 108.76 727,758
(1) The amounts shown in columns (a) of the above table do not include 393,698 outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s 2020 Equity Incentive Plan and its predecessor, the Amended and Restated 2010 Incentive Plan (2010 Incentive Plan), as further described in Note 11 - Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
(2) Reflects stock option grants under the Company’s 2020 Equity Incentive Plan and the 2010 Incentive Plan.
In March 2022, the Board authorized a share repurchase program pursuant to which the Company may, from time to time, purchase up to $250.0 million of its common stock through open-market transactions. The date and time of such repurchases will depend upon market conditions and the program may be suspended or discontinued at any time. During 2022, the Company repurchased 2,704,228 shares of its common stock under this program for approximately $235.0 million at an average price of $86.90 per share. All purchases were funded with cash on hand.
Following the Company’s holding company reorganization on August 11, 2023, HHC transferred to the Company, and the Company assumed sponsorship of all of HHC’s stock plans along with all of HHC’s rights and obligations under each plan.
The following sets forth information with respect to repurchases made by the Company of its shares of common stock during the fourth quarter of 2023:
Period Total number of shares purchased (a) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs
October 1-31, 2023 31 $ 66.79 — $ 15,009,600
November 1-30, 2023 1,675 $ 73.45 — $ 15,009,600
December 1-31, 2023 10,127 $ 85.55 — $ 15,009,600
Total 11,833 $ 83.79 —
(a) During the fourth quarter of 2023, all 11,833 shares repurchased related to stock received by the Company for the payment of withholding taxes due on employee share issuances under share-based compensation plans. For additional information, see Note 11 - Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K.
Item 6. [Reserved]
HHH 2023 FORM 10-K | 37
MANAGEMENT’S DISCUSSION AND ANALYSIS
Table of Contents
Index to Financial Statements