What changed in this filing

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Item 2. Properties

2025-02-26 compared with 2024-02-27 · 67 added, 93 removed, 163 unchanged (50% of the section changed)

Our corporate headquarters are located in The Woodlands, Texas.

Our corporate headquarters is located in The Woodlands, Texas.

We also maintain offices at certain of our properties nationwide, including Honolulu, Hawai‘i;

New York, New York;

Columbia, Maryland;

3 unchanged sentences

OPERATING ASSETS

In our Operating Assets segment, we own a variety of asset types including approximately 8.8 million square feet of retail and office properties, 5,587 wholly and partially owned multi-family units, and wholly and partially owned other properties and investments.

In our Operating Assets segment, we own a variety of asset types including approximately 9.2 million square feet of retail and office properties, 5,587 wholly and partially owned multifamily units, and wholly and partially owned other properties and investments.

Our assets in this segment are primarily located in and around Houston, Texas (The Woodlands and Bridgeland);

12 unchanged sentences

The Woodlands

Creekside Park Medical Plaza (c) 32,689 —% $— $— $— $— 2022

One Hughes Landing 201,268 79% $3,682 $29.35 $5,406 $43.09 2013

5 unchanged sentences

Lakefront North 258,058 98% 7,194 28.49 11,606 45.96 2018

8770 New Trails (d) 180,000 100% — — — — 2020

8770 New Trails (c) 180,000 100% — — — — 2020

9303 New Trails 98,283 53% 886 17.56 1,578 31.27 2011

3831 Technology Forest Drive 106,104 100% 2,491 23.48 3,928 37.02 2014

The Woodlands Towers at The Waterway 1,395,599 100% 43,588 31.70 65,040 47.31 2019

Waterway Plaza II 141,763 55% 1,678 24.76 2,446 36.09 2024

3 Waterway Square 227,617 91% 5,496 26.65 8,313 40.30 2013

4 Waterway Square 217,952 90% 5,488 28.09 8,560 43.81 2011

The Woodlands Towers at The Waterway (e) 1,395,599 96% 37,388 30.47 56,297 45.88 2019

1400 Woodloch Forest 94,931 85% 2,577 32.12 2,764 34.45 2011

Merriweather Row (f) 925,584 79% 18,336 26.37 18,893 27.17 2012 / 2014

Columbia Office Properties 67,066 72% 1,329 27.61 1,528 31.74 2004 / 2007

10285 Lakefront Medical Office 85,380 48% 208 41.50 241 48.21 2024

One Mall North 99,806 48% 1,493 31.36 1,653 34.72 2016

2 unchanged sentences

6100 Merriweather 326,237 98% 8,702 38.50 8,981 39.73 2019

Aristocrat (d) 181,534 100% — — — — 2018

Merriweather Row 925,584 74% 17,115 27.21 17,753 28.23 2012 / 2014

Aristocrat (c) 181,534 100% — — — — 2018

Meridian (d) 147,602 17% — — — — 2024

1700 Pavilion 265,898 92% 8,934 37.29 9,090 37.95 2022

6 unchanged sentences

Effective Annual Rent Per Square Foot is the Effective Annual Rent divided by the average occupied square feet.

Subsequent to year end, the Company completed the sale of this property for $14.0 million.

As such, Annualized Base Rent and Effective Annual Rent are not applicable.

(d) These properties are build-to-suit projects entirely leased by a single tenant.

Therefore, the Annualized Base Rent and Effective Annual Rent details have been excluded for competitive reasons.

(e) The Woodlands Towers at the Waterway includes 1201 Lake Robbins and 9950 Woodloch Forest.

(f) In 2023, the Company rebranded Merriweather Row (formerly 10 - 70 Columbia Corporate Center).

(d) Meridian was placed in service during 2024, and no tenants have taken occupancy as of December 31, 2024.

Therefore, the Annualized Base Rent and Effective Annual Rent details are not yet applicable for this property.

HHH 2024 FORM 10-K | 26

Index to Financial Statements

The following table summarizes certain metrics of our retail properties within the Operating Assets segment as of December 31, 2023, and does not include any retail square footage in our multi-family assets:

The following table summarizes certain metrics of our retail properties within the Operating Assets segment as of December 31, 2024, and does not include any retail square footage in our multifamily assets:

Retail Properties Rentable Square Feet % Leased Annualized

8 unchanged sentences

Waterway Square Retail 21,513 100% 863 40.22 2011

Lakeland Village Center at Bridgeland 67,947 92% 1,845 33.01 2016

Color Burst Park Retail (b)(c) 12,410 100% — — 2020

Rouse Building (b) 89,199 100% 2,778 31.15 2014

Downtown Summerlin (d) 803,145 96% 24,329 31.85 2014 / 2015

Village Green at Bridgeland Central (b) 27,908 73% — — 2024

Color Burst Park Retail 12,410 100% 576 46.38 2020

Rouse Building 89,199 100% 2,930 32.84 2014

Downtown Summerlin (c) 803,170 99% 25,373 38.43 2014 / 2015

Summerlin Grocery Anchored Center (b) 67,000 77% — — 2024

Ward Village Retail - Pending Redevelopment 357,376 92% 8,105 24.71 2002

3 unchanged sentences

Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, 2024, divided by the average occupied square feet.

(b) In 2023, the Company rebranded Color Burst Park Retail (formerly Merriweather District Area 3 Retail) and Rouse Building (formerly Columbia Regional Building).

Therefore, the Annualized Base Rent and Effective Annual Rent details have been excluded for competitive reasons.

(d) Excludes 381,767 square feet of anchors and 39,700 square feet of additional office space above our retail space.

(b) These properties were placed in service during the fourth quarter of 2024, and no tenants have taken occupancy as of December 31, 2024.

Therefore, the Annualized Base Rent and Effective Annual Rent details are not yet applicable.

HHH 2024 FORM 10-K | 27

Index to Financial Statements

The following tables summarize certain metrics of our multi-family Operating Assets as of December 31, 2023:

Multi-family Assets

Ownership % Units Retail Square Feet % Units Leased Average Monthly Rate Average Monthly Rate Per Square Foot Year Built / Acquired / Redeveloped

The following tables summarize certain metrics of our multifamily Operating Assets as of December 31, 2024:

Multifamily Assets

Ownership % Units Retail Square Feet % Units Leased Average Monthly Rate Per Unit Average Monthly Rate Per Square Foot Year Built / Acquired / Redeveloped

The Woodlands

1 unchanged sentence

Creekside Park The Grove 100% 360 — 95% 1,789 1.82 2021

Millennium Six Pines 100% 314 — 93% 2,030 2.11 2016

Millennium Waterway 100% 393 — 97% 1,767 1.96 2012

One Lakes Edge 100% 390 22,971 95% 2,477 2.51 2015

Two Lakes Edge 100% 386 11,415 97% 2,862 2.87 2020

Millennium Six Pines 100% 314 — 96% 2,015 2.10 2016

Millennium Waterway 100% 393 — 96% 1,837 2.04 2012

The Lane at Waterway 100% 163 — 96% 2,620 2.38 2020

1 unchanged sentence

Starling at Bridgeland 100% 358 — 96% 1,980 2.03 2022

Wingspan (a) 100% 263 — 15% 2,511 2.01 2023

Wingspan 100% 263 — 52% 2,542 2.03 2023

Juniper 100% 382 55,677 96% 2,612 2.93 2020

6 unchanged sentences

Total 5,587 164,287

(a) Wingspan, our first single-family rental community in Bridgeland, welcomed its first residents in October 2023.

As of December 31, 2023, 28% of the property has been placed in service, with an additional 35% being placed in service in January 2024.

The remaining 37% is expected to be placed in service in the second quarter of 2024.

The following tables summarize certain metrics of our other Operating Assets as of December 31, 2024:

1 unchanged sentence

The Woodlands

Hughes Landing Daycare 100% Daycare 10,000 sq ft 100% 2019

Hughes Landing Daycare 100% Other N/A N/A 2019

Houston Ground Leases 100% Ground lease N/A N/A Various

Stewart Title of Montgomery County, TX 50% Title Company N/A N/A —

Woodlands Sarofim 20% Industrial 129,790 sq ft 84% late 1980's

The Woodlands Warehouse 100% Warehouse 125,801 sq ft 100% 2019

Woodlands Sarofim 20% Industrial 129,790 sq ft 84% late 1980s

Hockey Ground Lease 100% Ground lease N/A N/A 2017

Las Vegas Aviators 100% Minor League Baseball Team N/A N/A 2017

Las Vegas Ballpark 100% Ballpark N/A N/A 2019

Summerlin Hospital Medical Center 5% Hospital N/A N/A 1997

Kewalo Basin Harbor 100% Marina 55 acres N/A 2019

Columbia Ground Leases 100% Ground lease N/A N/A 2024

Parking Garages (a) 100% Garage 9,696 spaces N/A Various

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Total Gross Approx.

Remaining Saleable Acres Average Price Per Acre (thousands) (b) Projected Community Sell-Out Date Projected Cash Margin (c)

Remaining Saleable Acres Estimated Price Per Acre (thousands) (b) Projected Community Sell-Out Date Projected Cash Margin (c)

Community Location Acres (a) Residents Residential Commercial Residential Commercial Residential Commercial Residential

2 unchanged sentences

Teravalis Phoenix, AZ 33,810 — 15,804 10,531 791 206 2086 2086 76%

The Woodlands (d) The Woodlands, TX 28,545 123,000 35 725 1,923 950 2026 2034 97%

The Woodlands (d) The Woodlands, TX 28,545 124,800 34 728 N/A 981 2027 2034 97%

The Woodlands Hills Conroe, TX 2,055 3,230 681 173 356 523 2032 2032 90%

2 unchanged sentences

(a) Encompasses all of the land located within the borders of the master planned community, including parcels already sold, saleable parcels, and non-saleable areas such as roads, parks and recreation areas, conservation areas, and parcels acquired during the year.

(b) Average Price Per Acre is the uninflated weighted-average land value per acre, which reflects current market values being attained by the Company on current projects or at new projects based on third-party market data.

(b) Residential and commercial pricing represents the Company's estimate of price per acre that will be achieved in 2025 per its land models.

For Summerlin, this estimate excludes an anticipated bulk sale.

For bulk sales, the Company does not incur the usual development costs associated with superpad sales, resulting in a lower price per acre.

(c) Projected cash gross margin represents the net cash margin expected to be received in the future and includes all future projected revenues less all remaining future projected cash development costs.

4 unchanged sentences

See below for additional detail.

Within our Summerlin MPC, an exclusive luxury community named The Summit is being developed and managed through a joint venture with Discovery Land Company (Discovery), a leading developer of luxury communities and private clubs.

The original 555-acre community is nearing completion and consists of approximately 270 homes including 32 condominiums.

Within our Summerlin MPC, an exclusive luxury community named The Summit is being developed and managed through a joint venture with Discovery Land Company, a leading developer of luxury communities and private clubs.

The original 555-acre community, which is expected to include approximately 245 homes and 32 condominiums, is nearing completion.

In 2022, the Company contributed an additional 54 acres to The Summit adjacent to the existing Summit community to develop approximately 28 custom home sites.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 2 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for further details.

Floreo, the first village to be developed in our Teravalis MPC, will be developed and managed through a 50% joint venture.

Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 3 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for further details.

Floreo, the first village to be developed in our Teravalis MPC, is being developed and managed through a 50% joint venture.

The 3,029-acre village is located in the greater Phoenix, Arizona area and is expected to consist of approximately 5,000 residential lots, commercial sites, as well as a planned business park.

The first Floreo land sales were contracted as of December 31, 2023, and are expected to close in the first quarter of 2024.

HHH 2023 FORM 10-K | 31

Index to Financial Statements

The Seaport, located on the East River in Lower Manhattan, encompasses several city blocks (inclusive of Historic Area/Uplands, Pier 17, Tin Building, and the 250 Water Street development) and totals approximately 472,000 square feet of innovative culinary, entertainment, and cultural experiences.

The following table summarizes certain metrics of the Seaport as of December 31, 2023:

$ in thousands Landlord Operations (a) Landlord Operations - Multi-family (b) Managed Businesses (c) Tin Building (d) Events and Sponsorships (e) Total

Rentable Square Feet / Units

Total square feet / units 342,674 13,000 / 21 51,458 53,783 24,577

Leased square feet / units (f) 201,223 — / 21 45,846 53,783 24,577

% Leased (f) 59% —% / 100% 89% 100% 100%

Development costs incurred (g) $ 567,414 $ — $ — $ 201,579 $ — $ 768,993

(a) Landlord Operations represents physical real estate in the Historic District and Pier 17 developed and owned by HHH and leased to third parties.

(b) Landlord Operations - Multi-family represents 85 South Street which includes base-level retail in addition to residential units.

(c) Managed Businesses represents retail and food and beverage businesses in the Historic District and Pier 17 that HHH owns, either wholly or through joint ventures, and operates, including through license and management agreements.

(d) The Company owns 100% of the Tin Building and leases 100% of the space to the Tin Building by Jean-Georges joint venture, in which the Company has an equity ownership interest.

(e) Events and Sponsorships includes private events, catering, sponsorships, concert series, and other rooftop activities.

(f) The square footage and percent leased for Landlord Operations includes agreements with terms of less than one year.

(g) Development costs incurred are shown net of insurance proceeds of approximately $64.7 million and excludes any impact related to the Seaport impairment recognized in 2023.

Refer to Note 4 - Impairment in the Notes to Consolidated Financial Statements under Item 8 of this Form 10-K for additional detail.

The first land sales closed in the first quarter of 2024.

HHH 2024 FORM 10-K | 30

7 unchanged sentences

Strategic Developments Under Construction

10285 Lakefront Medical Office (c) Office Columbia, MD 86,000 sq ft $49,930 Q2 2024 2027

Meridian (c) Office Las Vegas, NV 147,000 sq ft 55,459 Q1 2024 2027

Summerlin Grocery Anchored Center Retail Las Vegas, NV 67,000 sq ft 46,372 Q3 2024 2027

One Bridgeland Green Office Cypress, TX 49,501 sq ft $35,365 Q2 2025 2028

The Woodlands

1 Riva Row Multi-Family The Woodlands, TX 268 units 155,997 2025 2028

Grogan’s Mill Retail Retail The Woodlands, TX 38,378 sq ft 8,583 Q2 2025 2028

Grogan’s Mill Library and Community Center (c) Other The Woodlands, TX 53,863 sq ft 16,498 Q2 2025 N/A

1 Riva Row Multifamily The Woodlands, TX 268 units 155,997 Q4 2025 2028

Under Construction

Kalae Condominium Honolulu, HI 329 units / 2,000 sq ft 623,745 2027 N/A

The Park Ward Village Condominium Honolulu, HI 545 units / 26,800 sq ft 613,807 2026 N/A

Ulana Ward Village Condominium Honolulu, HI 696 units / 32,100 sq ft 402,914 2025 N/A

Victoria Place Condominium Honolulu, HI 349 units 511,343 Q4 2024 N/A

Ulana Ward Village Condominium Honolulu, HI 696 units / 32,100 sq ft 402,914 Q4 2025 N/A

The Ritz-Carlton Residences Condominium The Woodlands, TX 111 units / 5,800 sq ft 369,465 2027 N/A

Completed and Sold Out

4 unchanged sentences

Kō'ula Condominium Honolulu, HI 565 units / 36,995 sq ft 484,238 Completed N/A

Victoria Place Condominium Honolulu, HI 349 units 536,155 Completed N/A

Waiea Condominium Honolulu, HI 177 units / 7,716 sq ft 542,717 Completed N/A

(a) For condominium units and multi-family assets, square feet represents ground floor retail space whereas units represents residential units for sale or rent.

(b) As of December 31, 2023, total estimated cost remaining to be spent on these properties was $1.3 billion, of which $207.5 million is expected to be funded by HHH with the remaining cost to be funded with existing debt.

(c) In 2023, the Company rebranded 10285 Lakefront Medical Office (formerly South Lake Medical Office Building) and Meridian (formerly Summerlin South Office).

(a) For condominium units and multifamily assets, square feet represents ground floor retail space whereas units represents residential units for sale or rent.

(b) As of December 31, 2024, total estimated cost remaining to be spent on these properties was $1.4 billion, of which $229.1 million is expected to be funded by HHH with the remaining cost to be funded with existing construction loans and condominium buyer deposits.

(c) The Grogan’s Mill Library and Community Center is being developed in connection with a land swap agreement entered into with Montgomery County, Texas.

Upon completion of construction, the Company will transfer the Grogan's Mill Library and Community Center to Montgomery County in exchange for land parcels elsewhere in The Woodlands.

As such, a stabilization date is not applicable to this development project.

HHH 2024 FORM 10-K | 31

1 unchanged sentence

The following table summarizes future Strategic Developments projects as of December 31, 2024:

$ in thousands Location Size

Location Size

Future Strategic Developments Rights or Pending Construction

Lakefront District (a) Columbia, MD 1,914,000 sq ft

Village Green at Bridgeland Central (b) Houston, TX 28,000 sq ft

80% Interest in Fashion Show Air Rights Las Vegas, NV —

The Woodlands

Grogan's Mill Village Center (c) The Woodlands, TX 79,000 sq ft

2000 Woodlands Parkway (d) The Woodlands, TX 7,900 sq ft

Kalae Honolulu, HI 329 units / 2,000 sq ft

West End Alexandria (e) Alexandria, VA 41 acres

2000 Woodlands Parkway (b) The Woodlands, TX 7,900 sq ft

The Launiu (c) Honolulu, HI 485 units / 10,000 sq ft

West End Alexandria (d) Alexandria, VA 41 acres

Commercial Land

The Woodlands

The Woodlands Commercial Land (f) The Woodlands, TX 13 acres

Columbia Commercial Land (f)(g) Columbia, MD 96 acres

Merriweather District (f) Columbia, MD 15 acres

Ward Commercial Land (f) Honolulu, HI 10 acres

Columbia Commercial Land (e)(f) Columbia, MD 96 acres

Merriweather District (e) Columbia, MD 16 acres

Ward Commercial Land (e) Honolulu, HI 7 acres

(a) Represents remaining square footage approved for new mixed-use development in the Lakefront District which will include office, retail, and residential assets.

(b) This development will be anchored by 110,000 square feet of grocery space currently being constructed by H-E-B under a ground lease.

The additional 28,000 square feet of retail space shown above will be constructed by HHH.

The Company closed on the related construction loan in December 2023, and expects to begin construction in early 2024.

(c) Grogan’s Mill Village Center was acquired in 2023 and is being held in the Strategic Developments segment for planned redevelopment.

(d) 2000 Woodlands Parkway was transferred to Strategic Developments in the fourth quarter of 2023 and is currently pending redevelopment.

(e) Represents acreage owned through a joint venture.

(f) Represents land acquired or transferred to the Strategic Developments segment for future development, excluding acreage related to assets that are now in service in our Operating Assets segment or related to completed or under construction condominium towers.

(g) Columbia MPC land development is complete and the sale of remaining land or development of additional commercial assets will occur as the market dictates.

As such, the remaining Columbia MPC land was transferred to the Strategic Developments segment in the first quarter of 2023.

(b) 2000 Woodlands Parkway was transferred to Strategic Developments in the fourth quarter of 2023 and is currently pending redevelopment.

(c) We have launched presales for our next condominium tower, The Launiu and as of December 31, 2024, we have entered into contracts for 283 units, representing 58.4% of total units.

Construction is expected to begin in 2025.

(d) Represents acreage owned through a joint venture.

(e) Represents land acquired or transferred to the Strategic Developments segment for future development, excluding acreage related to assets that are now in service in our Operating Assets segment or related to completed or under construction condominium towers.

(f) Columbia residential land development is complete and the sale of remaining land or development of additional commercial assets will occur as the market dictates.

HHH 2024 FORM 10-K | 32

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 2. Properties