What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2025-02-26 compared with 2024-02-27 · 550 added, 600 removed, 1227 unchanged (48% of the section changed)

4 unchanged sentences

Report of Independent Registered Public Accounting Firm (PCAOB ID :

Consolidated Balance Sheets as of December 31, 2024, and 2023

5 unchanged sentences

Presentation of Financial Statements and Significant Accounting Policies

Discontinued Operations

Investments in Unconsolidated Ventures

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Earnings Per Share

Quarterly Financial Information (Unaudited)

Schedule III – Real Estate and Accumulated Depreciation

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Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining a system of internal control over financial reporting designed to provide reasonable assurance that transactions are executed in accordance with management authorization and that such transactions are properly recorded and reported in the financial statements, and that records are maintained so as to permit preparation of the financial statements in accordance with U.S.

Management of Howard Hughes Holdings Inc.

(the Company) is responsible for establishing and maintaining a system of internal control over financial reporting designed to provide reasonable assurance that transactions are executed in accordance with management authorization and that such transactions are properly recorded and reported in the financial statements, and that records are maintained so as to permit preparation of the financial statements in accordance with U.S.

generally accepted accounting principles.

1 unchanged sentence

Management has assessed the effectiveness of the Company’s internal control over financial reporting utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013 Framework).

Management concluded, based on its assessment, that Howard Hughes Holdings Inc.

internal control over financial reporting was effective as of December 31, 2023.

KPMG LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2023, as stated in their report which is included in this Annual Report on Form 10-K.

Management concluded, based on its assessment, that the Company’s internal control over financial reporting was effective as of December 31, 2024.

KPMG LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, 2024, as stated in their report which is included in this Annual Report on Form 10-K (Annual Report).

HHH 2024 FORM 10-K | 58

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We have audited the accompanying consolidated balance sheets of Howard Hughes Holdings Inc.

(the Company) as of December 31, 2023 and 2022 , the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for the years then ended, and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

(the Company) as of December 31, 2024 and 2023 , the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, 2024 , and the related notes and financial statement schedule III (collectively, the consolidated financial statements).

We also have audited the Company’s internal control over financial reporting as of December 31, 2024 , based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022 , and the results of its operations and its cash flows for the years then ended, in conformity with U.S.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023 , and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, 2024 , in conformity with U.S.

generally accepted accounting principles.

1 unchanged sentence

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Controls Over Financial Reporting.

Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits.

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Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that:

(1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that:

(1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments.

The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Master Planned Communities (MPC) cost of sales estimates

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We identified the evaluation of estimated future development costs and revenues that drive the MPC cost of sales estimates as a critical audit matter.

Subjective auditor judgment and the involvement of valuation professionals with specialized skills and knowledge were required to evaluate the cost escalation and sales price escalation assumptions.

Subjective auditor judgment was required to evaluate the cost escalation and sales price escalation assumptions.

The following are the primary procedures we performed to address this critical audit matter.

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• performing site visits for certain MPC developments to compare the overall status of the developments to what is reflected within the MPC cost of sales estimates.

In addition, we involved valuation specialists with specialized skills and knowledge, who assisted in evaluating the cost escalation and sales price escalation assumptions by:

• comparing expected price per acre for each property type available for sale to applicable market data

• comparing the cost and sales price escalation rates throughout the duration of the development to available market data.

Impairment of the Seaport Segment

As discussed in Note 4 to the consolidated financial statements, 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.

During the third quarter of 2023, the Company recorded a $709.5 million impairment charge related to the Seaport segment.

The impairment charges consisted of $672.5 million related to net investment in real estate and $37.0 million related to investments in unconsolidated ventures.

These charges represent the amounts by which the carrying value of the assets exceeded the estimated fair value.

We identified the assessment of the fair value of the net investment in real estate and investments in unconsolidated ventures as a critical audit matter.

Subjective auditor judgment and specialized skills and knowledge were required to evaluate 1) certain components of future cash flows, specifically, the projected revenue growth rate and projected operating expense ratio, 2) capitalization rates, and 3) discount rates used to determine the fair value of these assets for which there was limited observable market information.

HHH 2023 FORM 10-K | 65

FINANCIAL STATEMENTS

Index to Financial Statements

The following are the primary procedures we performed to address this critical audit matter.

We evaluated the design and tested the operating effectiveness of certain internal controls related to the Company’s assessment of the fair value of the net investment in real estate and investments in unconsolidated ventures.

This included controls related to the future cash flows, capitalization rates, and discount rates.

We involved valuation professionals with specialized skills and knowledge, who assisted in evaluating the Company’s:

• projected revenue growth rate by comparing it to rates that were independently developed using publicly available third-party market data for comparable entities

• projected operating expense ratio by comparing it to 1) market data that was independently developed using publicly available third-party market data for comparable entities and 2) historical operating expense

• determination of capitalization rates by comparing them against capitalization rates that were independently developed using publicly available third-party market data for comparable entities

• determination of discount rates by comparing them against discount rates that were independently developed using publicly available third-party market data for comparable entities.

We have served as the Company’s auditor since 2022.

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Index to Financial Statements

Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of

HOWARD HUGHES HOLDINGS INC.

Opinion on the Financial Statements

We have audited the accompanying consolidated statements of operations, comprehensive income (loss), equity and cash flows of Howard Hughes Holdings Inc.

(the Company) for the year ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with U.S.

generally accepted accounting principles.

Basis for Opinion

These financial statements are the responsibility of the Company's management.

Our responsibility is to express an opinion on the Company’s financial statements based on our audit.

We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S.

federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB.

Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.

Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements.

Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.

We believe that our audit provides a reasonable basis for our opinion.

/s/ Ernst & Young LLP

We served as the Company’s auditor from 2013 to 2021.

Houston, Texas

February 28, 2022

HHH 2023 FORM 10-K | 67

FINANCIAL STATEMENTS

Index to Financial Statements

HOWARD HUGHES HOLDINGS INC.

CONSOLIDATED BALANCE SHEETS

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Accounts receivable, net 105,185 101,373

Municipal Utility District receivables, net 550,884 473,068

Municipal Utility District (MUD) receivables, net 463,799 550,884

Deferred expenses, net 139,350 138,182

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Other assets, net 281,551 244,027

Assets of discontinued operations — 615,272

Total assets $ 9,211,236 $ 9,577,003

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Accounts payable and other liabilities 1,094,437 1,054,267

Liabilities of discontinued operations — 227,165

Total liabilities 6,369,462 6,518,079

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Total expenses 1,305,795 722,514 1,096,350

Provision for impairment ( 672,492 ) — ( 13,068 )

Gain (loss) on sale or disposal of real estate and other assets, net 22,907 24,162 29,678

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Gain (loss) on extinguishment of debt ( 465 ) ( 97 ) ( 2,377 )

Gain (loss) on sale of MUD receivables ( 48,651 ) — —

Equity in earnings (losses) from unconsolidated ventures ( 5,829 ) 25,776 21,723

Income (loss) before income taxes ( 715,265 ) 245,136 64,077

Income (loss) from continuing operations before income taxes 365,399 109,828 334,905

Income tax expense (benefit) 80,184 26,418 82,196

Net income (loss) from continuing operations 285,215 83,410 252,709

Net income (loss) from discontinued operations, net of tax ( 88,223 ) ( 634,940 ) ( 68,073 )

Net income (loss) 196,992 ( 551,530 ) 184,636

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Net income (loss) attributable to common stockholders $ 197,703 $ ( 551,773 ) $ 184,533

Basic income (loss) per share $ ( 11.13 ) $ 3.65 $ 1.03

Diluted income (loss) per share $ ( 11.13 ) $ 3.65 $ 1.03

Basic income (loss) per share — continuing operations $ 5.75 $ 1.68 $ 5.00

Basic income (loss) per share — discontinued operations $ ( 1.78 ) $ ( 12.81 ) $ ( 1.35 )

Basic income (loss) per share attributable to common stockholders $ 3.98 $ ( 11.13 ) $ 3.65

Diluted income (loss) per share — continuing operations $ 5.73 $ 1.68 $ 5.00

Diluted income (loss) per share — discontinued operations $ ( 1.77 ) $ ( 12.80 ) $ ( 1.35 )

Diluted income (loss) per share attributable to common stockholders $ 3.96 $ ( 11.12 ) $ 3.65

See Notes to Consolidated Financial Statements.

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Reclassification of the Company's share of previously deferred derivative gains to net income (c) — — ( 6,723 )

Share of investee's other comprehensive income (d) — — 5,721

Other comprehensive income (loss) 696 ( 9,063 ) 24,792

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Comprehensive income (loss) attributable to common stockholders $ 198,399 $ ( 560,836 ) $ 209,325

(a) Amounts are shown net of deferred tax benefit of $ 2.7 million for the year ended December 31, 2023, deferred tax expense of $ 9.5 million for the year ended December 31, 2022, and deferred tax expense of $ 5.1 million for the year ended December 31, 2021.

(a) Amounts are shown net of deferred tax expense of $ 0.1 million for the year ended December 31, 2024, deferred tax benefit of $ 2.7 million for the year ended December 31, 2023, and deferred tax expense of $ 9.5 million for the year ended December 31, 2022.

(b) The deferred tax impact was not meaningful for the years ended December 31, 2024, 2023, and 2022.

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See Note 3 - Investments in Unconsolidated Ventures for additional information.

(d) Amount is shown net of deferred tax expense of $ 1.6 million for the year ended December 31, 2021.

See Notes to Consolidated Financial Statements.

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Balance, December 31, 2021 56,173,276 $ 563 $ 3,960,418 $ ( 16,456 ) $ ( 14,457 ) ( 2,107,615 ) $ ( 220,073 ) $ 3,709,995 $ 675 $ 3,710,670

Net income (loss), excluding income of $( 7,431 ) attributable to redeemable noncontrolling interest

— — — 56,100 — — — 56,100 255 56,355

Net income (loss) — — — 184,533 — — — 184,533 103 184,636

Interest rate swaps, net of tax expense (benefit) of $ 9,460

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— — — — ( 183 ) — — ( 183 ) — ( 183 )

Share of investee's other comprehensive income, net of tax expense (benefit) of $ 1,627

Deconsolidation of Ward Village homeowners’ associations — — — — — — — — ( 211 ) ( 211 )

Teravalis noncontrolling interest — — — — — — — — 65,046 65,046

Reclassification of the Company’s share of previously deferred derivative gains, net of tax expense of $ 1,912 (a)

— — — — ( 6,723 ) — — ( 6,723 ) — ( 6,723 )

Issuance of common shares — — ( 5 ) — — — — ( 5 ) — ( 5 )

Repurchase of common shares — — — — — ( 4,283,874 ) ( 388,372 ) ( 388,372 ) — ( 388,372 )

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— — — — 259 — — 259 — 259

Deconsolidation of Ward Village homeowners’ associations — — — — — — — — ( 211 ) ( 211 )

Teravalis noncontrolling interest — — — — — — — — 219 219

Reclassification of the Company’s share of previously deferred derivative gains, net of tax expense of $ 1,912 (a)

— — — — ( 6,723 ) — — ( 6,723 ) — ( 6,723 )

Repurchase of common shares — — — — — ( 4,283,874 ) ( 388,372 ) ( 388,372 ) — ( 388,372 )

Stock plan activity 269,518 1 15,935 — — ( 33,501 ) ( 2,728 ) 13,208 — 13,208

Other — — — — — — — — ( 22 ) ( 22 )

Balance, December 31, 2023 56,495,791 $ 565 $ 3,988,496 $ ( 383,696 ) $ 1,272 ( 6,457,777 ) $ ( 613,766 ) $ 2,992,871 $ 66,053 $ 3,058,924

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Teravalis noncontrolling interest — — — — — — — — 206 206

Distribution of Seaport Entertainment Group Inc.

to stockolders — — ( 428,229 ) — — — — ( 428,229 ) — ( 428,229 )

Stock plan activity 114,218 1 16,007 — — ( 36,082 ) ( 2,823 ) 13,185 — 13,185

Other — — — — — — — — ( 22 ) ( 22 )

Balance, December 31, 2024 56,610,009 $ 566 $ 3,576,274 $ ( 185,993 ) $ 1,968 ( 6,493,859 ) $ ( 616,589 ) $ 2,776,226 $ 65,548 $ 2,841,774

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Net income (loss) $ 196,992 $ ( 551,530 ) $ 184,636

Net income (loss) from discontinued operations, net of taxes ( 88,223 ) ( 634,940 ) ( 68,073 )

Net income (loss) from continuing operations 285,215 83,410 252,709

Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:

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Net gain on sale of unconsolidated ventures — — ( 5,016 )

Loss on sale of MUD receivables 48,651 — —

Proceeds from sale of MUD receivables 176,680 — —

(Gain) loss on extinguishment of debt 465 97 2,377

Impairment charges 672,492 — 15,335

Equity in (earnings) losses from unconsolidated ventures, net of distributions and impairment charges 12,436 ( 15,539 ) ( 8,191 )

Provision for doubtful accounts ( 499 ) 8,274 34

Master Planned Community land acquisitions — — ( 574,253 )

Master Planned Community development expenditures ( 427,979 ) ( 403,633 ) ( 396,125 )

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Other assets, net 15,681 30,687 ( 26,326 )

Condominium deposits received, net 88,595 21,273 59,108

Condominium deposits, net ( 19,065 ) 88,595 21,273

Deferred expenses, net ( 31,123 ) ( 26,874 ) ( 28,112 )

Accounts payable and other liabilities 28,777 38,847 14,437

Cash provided by (used in) operating activities of continuing operations 447,751 ( 215,154 ) 341,992

Cash provided by (used in) operating activities of discontinued operations ( 51,160 ) ( 43,327 ) ( 16,739 )

Cash provided by (used in) operating activities 396,591 ( 258,481 ) 325,253

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Proceeds from sales of properties, net 48,408 39,543 81,720

Reimbursements under tax increment financings 1,469 127 667

Reimbursements under tax increment financings and grants 8,721 1,469 127

Distributions from unconsolidated ventures 6,657 12,995 207,685

Investments in unconsolidated ventures, net ( 3,500 ) — ( 299 )

Net parent investment in discontinued operations ( 169,490 ) ( 115,185 ) ( 225,091 )

Cash provided by (used in) investing activities of continuing operations ( 430,705 ) ( 345,665 ) ( 249,468 )

Cash provided by (used in) investing activities of discontinued operations 129,911 9,522 28,773

Cash provided by (used in) investing activities ( 300,794 ) ( 336,143 ) ( 220,695 )

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Distribution to noncontrolling interest upon sale of 110 North Wacker — — ( 22,084 )

Sale of preferred stock in Seaport subsidiary 9,850 — —

Contributions from Teravalis noncontrolling interest owner 206 219 —

Cash provided by (used in) financing activities of continuing operations ( 27,754 ) 537,809 ( 220,054 )

Cash provided by (used in) financing activities of discontinued operations ( 122,597 ) 10,935 ( 2,204 )

Cash provided by (used in) financing activities ( 150,351 ) 548,744 ( 222,258 )

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Cash, cash equivalents, and restricted cash at end of period 998,503 1,053,057 1,098,937

Cash, cash equivalents, and restricted cash of discontinued operations at end of period — 43,845 66,714

Cash, cash equivalents, and restricted cash of continuing operations at end of period $ 998,503 $ 1,009,212 $ 1,032,223

RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH

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Restricted cash 402,420 379,498 422,018

Cash, cash equivalents, and restricted cash at end of period $ 1,053,057 $ 1,098,937 $ 1,216,637

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Cash, cash equivalents, and restricted cash of continuing operations at end of period $ 998,503 $ 1,009,212 $ 1,032,223

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION — CONTINUING OPERATIONS

Interest paid, net $ 298,364 $ 239,995 $ 205,758

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Income taxes paid (refunded), net 3,943 10,608 24,974

NON-CASH TRANSACTIONS

Issuance of Teravalis noncontrolling interest — 33,810 —

MPC land contributed to unconsolidated venture — 21,450 —

NON-CASH TRANSACTIONS — CONTINUING OPERATIONS

Accrued property improvements, developments, and redevelopments $ ( 13,441 ) $ 909 $ 12,539

Non-cash consideration from sale of properties 5,250 — —

Consideration from sale of properties — 5,250 —

Special Improvement District bond transfers associated with land sales 18,014 13,883 7,774

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Capitalized stock compensation 3,936 4,669 4,785

Initial recognition of ASC 842 operating lease ROU asset — 1,488 6,189

Initial recognition of ASC 842 operating lease obligation — 1,621 6,189

Accrued repurchase of common shares — — 15,492

Initial recognition of operating lease right-of-use asset 766 — 1,488

Initial recognition of operating lease obligation 766 — 1,621

Issuance of Teravalis noncontrolling interest — — 33,810

MPC land contributed to unconsolidated venture — — 21,450

NON-CASH TRANSACTIONS — DISCONTINUED OPERATIONS

Distribution of Seaport Entertainment Group Inc.

to stockholders $ 361,210 $ — $ —

See Notes to Consolidated Financial Statements.

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Presentation of Financial Statements and Significant Accounting Policies

General On July 17, 2023, The Howard Hughes Corporation (HHC) announced that its Board of Directors authorized the creation of a holding company structure.

On August 11, 2023, upon the consummation of the transaction, Howard Hughes Holdings Inc.

(HHH or the Company), the new holding company, replaced HHC as the public company trading on the New York Stock Exchange.

General On August 11, 2023, Howard Hughes Holdings Inc.

(HHH or the Company), a new holding company, replaced The Howard Hughes Corporation (HHC) as the public company trading on the New York Stock Exchange.

Existing shares of common stock of HHC were automatically converted, on a one -for-one basis, into shares of common stock of HHH, with the same designations, rights, powers, and preferences, and the same qualifications, limitations, and restrictions, as the shares of HHC common stock immediately prior to the reorganization.

HHH became the successor issuer to HHC pursuant to Rule 12g-3 (a) under the Exchange Act and replaced HHC as the public company trading on the New York Stock Exchange under the ticker symbol "HHH." The holding company reorganization is intended to be a tax-free transaction for U.S.

federal income tax purposes for the Company stockholders.

The Board and the executive officers of HHC now hold their same roles at HHH.

The Company believes that the reorganization will promote the growth of its businesses by providing additional flexibility to fund future investment opportunities and to segregate assets and related liabilities in separate subsidiaries.

HHH became the successor issuer to HHC pursuant to Rule 12g-3 (a) under the Exchange Act and replaced HHC as the public company trading on the New York Stock Exchange under the ticker symbol "HHH."

References to HHH, the Company, we, us, and our refer to Howard Hughes Holdings Inc.

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Together with its subsidiaries, HHH develops master planned communities (MPC), invests in other strategic real estate opportunities in the form of entitled and unentitled land and other development rights (Strategic Developments) and owns, manages, and operates real estate assets currently generating revenues (Operating Assets), which may be redeveloped or repositioned from time to time.

Seaport Entertainment On October 5, 2023, HHH announced the intent to form a new division, Seaport Entertainment, that is expected to include the Company’s entertainment-related assets in New York and Las Vegas, including the Seaport in Lower Manhattan and the Las Vegas Aviators Triple-A Minor League Baseball team, as well as the Company’s ownership stake in Jean-Georges Restaurants and other partnerships and its 80 % interest in the air rights above the Fashion Show Mall in Las Vegas.

HHH is establishing Seaport Entertainment with the intention of completing its spinoff as an independent, publicly traded company in 2024, but there can be no assurance regarding the ultimate timing of the spinoff or that the spinoff will ultimately occur.

The planned separation of Seaport Entertainment will refine the identity of HHH as a pure-play real estate company focused solely on its portfolio of master planned communities and allow the new company, Seaport Entertainment, to operate independently as an entertainment-focused enterprise.

Seaport Entertainment Spinoff On July 31, 2024, the spinoff of Seaport Entertainment Group Inc.

and its subsidiaries (Seaport Entertainment or SEG) was completed.

SEG included HHH’s entertainment-related assets in New York and Las Vegas, including the Seaport in Lower Manhattan, the Las Vegas Aviators Triple-A Minor League Baseball team and the Las Vegas Ballpark, as well as the Company’s ownership stake in Jean-Georges Restaurants and other partnerships, and an interest in and to 80 % of the air rights above the Fashion Show Mall in Las Vegas.

Under the terms of the separation, each stockholder who held HHH common stock as of the close of business on July 29, 2024, the record date for the distribution, received one share of SEG common stock for every nine shares of HHH common stock held as of the close of business on such date.

SEG common stock began trading on the NYSE American stock exchange on August 1, 2024, under the symbol “SEG”.

Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP).

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and its subsidiaries after elimination of intercompany balances and transactions.

The Company also consolidates certain variable interest entities (VIEs) in accordance with Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) 810 Consolidation (ASC 810).

The Company also consolidates certain variable interest entities (VIEs) in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 810 Consolidation .

The outside equity interests in certain entities controlled by the Company are reflected in the Consolidated Financial Statements as noncontrolling interests.

Certain amounts in the 2022 Consolidated Balance Sheet have been reclassified to conform to the current presentation.

Specifically, the Company reclassified Net investment in lease receivable and Notes receivable, net to Other assets, net within Total assets.

Certain amounts in the 2022 and 2021 Consolidated Statements of Cash Flows have been reclassified to conform to the current balance sheet presentation.

As the spinoff of SEG represented a strategic shift in the Company’s operations, the results of SEG are presented as discontinued operations in the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows and, as such, have been excluded from both continuing operations and segment results for all periods presented.

Additionally, the related SEG assets and liabilities are classified as discontinued operations in the Consolidated Balance Sheets.

The Consolidated Statements of Comprehensive Income (Loss), and Equity are presented on a consolidated basis for both continuing operations and discontinued operations.

The disclosures presented in the notes to the Consolidated Financial Statements are presented on a continuing operations basis unless otherwise noted.

See Note 2 - Discontinued Operations for additional information.

Certain amounts in the Consolidated Statements of Cash Flows for the year ended December 31, 2022, have been reclassified to conform to the current balance sheet presentation.

Specifically, the Company reclassified the Notes receivable, net from the Accounts receivable, net to Other assets, net within cash flows from operating activities.

Certain amounts in the 2021 Consolidated Statement of Operations have been reclassified to conform to the current presentation.

Specifically, the Company reclassified Demolition costs and Development-related marketing costs to Other within Total expenses.

Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the Consolidated Financial Statements up to the date and time this Annual Report was filed.

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If the Company determines it is no longer the primary beneficiary of a VIE, it will deconsolidate the entity and measure the initial cost basis for any retained interests that are recorded upon the deconsolidation at fair value.

The Company will recognize a gain or loss for the difference between the fair value and the previous carrying amount of HHH’s investment in the VIE .

The Company will recognize a gain or loss for the difference between the fair value and the previous carrying amount of its investment in the VIE.

Consolidated Variable Interest Entity At December 31, 2024, and December 31, 2023, the Company owned an 88.0 % interest in Teravalis, the Company’s newest large-scale master planned community in the West Valley of Phoenix, Arizona, and a third party owned the remaining 12.0 %.

Teravalis was determined to be a VIE, and as the Company has the power to direct the activities that most significantly impact its economic performance, the Company is considered the primary beneficiary and consolidates Teravalis.

Under the terms of the LLC agreement, cash distributions and the recognition of income-producing activities will be pro rata based on economic ownership interest.

As of December 31, 2024, the Company’s Consolidated Balance Sheets included $ 542.1 million of Master Planned Community assets, $ 0.5 million of Accounts payable and other liabilities, and $ 65.1 million of Noncontrolling interest related to Teravalis.

As of December 31, 2023, the Company’s Consolidated Balance Sheets included $ 541.6 million of Master Planned Community assets, $ 0.6 million of Accounts payable and other liabilities, and $ 65.0 million of Noncontrolling interest related to Teravalis.

Investments in Unconsolidated Ventures The Company’s investments in unconsolidated ventures are accounted for under the equity method to the extent that, based on contractual rights associated with the investments, the Company can exert significant influence over a venture’s operations.

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For these investments, the Company recognizes income or loss based on the joint venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing percentage.

The Company periodically assesses the appropriateness of the carrying amount of its equity method investments, as events or changes in circumstance may indicate that a decrease in value has occurred which is other‑than‑temporary.

In addition to the property‑specific impairment analysis performed on the underlying assets of the investment, the Company also considers the ownership, distribution preferences, limitations and rights to sell and repurchase its ownership interests.

If a decrease in value of an investment is deemed to be other‑than‑temporary, the investment is reduced to its estimated fair value, and an impairment-related loss is recognized in the Consolidated Statements of Operations as a component of Equity in earnings (losses) from investments in unconsolidated ventures.

HHH 2024 FORM 10-K | 68

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Index to Financial Statements

For investments in ventures where the Company has virtually no influence over operations and the investments do not have a readily determinable fair value, the Company has elected the measurement alternative to carry the securities at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the issuer.

8 unchanged sentences

Actual results could differ from these and other estimates.

Segments Segment information is prepared on the same basis that management reviews information for operational decision-making purposes.

Management evaluates the performance of each of HHH’s real estate assets or investments individually and aggregates such properties into segments based on their economic characteristics and types of revenue streams.

The Company operates in four business segments:

Segments In 2024, the Company completed the spinoff of Seaport Entertainment Group Inc.

which included all assets in the previously reported Seaport segment and the Las Vegas Aviators and Las Vegas Ballpark previously included in the Operating Assets segment.

These assets are now disclosed as discontinued operations in the current and prior periods.

See Note 2 - Discontinued Operations for additional information on the spinoff transaction.

The Company operates in three business segments:

(i) Operating Assets;

(iii) Seaport and (iv) Strategic Developments.

and (iii) Strategic Developments.

Segment information is prepared on the same basis that management reviews information for operational decision-making purposes.

Net Investment in Real Estate

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Buildings and Equipment

Computer hardware and software, and vehicles 3 - 5

Computer hardware and vehicles 3 - 5

Buildings and Equipment

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Leasing costs Related lease term Other assets, net

From time to time, the Company may reassess the development strategies for certain buildings and improvements which results in changes to the Company’s estimate of their remaining useful lives.

The Company did not recognize additional depreciation expense of significance for the years ended December 31, 2023, 2022, and 2021.

HHH 2024 FORM 10-K | 69

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Index to Financial Statements

From time to time, the Company may reassess the development strategies for certain buildings and improvements which results in changes to the Company’s estimate of their remaining useful lives.

The Company did not recognize additional depreciation expense of significance for the years ended December 31, 2024, 2023, and 2022.

Developments Development costs, which primarily include direct costs related to placing the asset in service associated with specific development properties, are capitalized as part of the property being developed.

Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized before they are placed into service.

Costs include planning, engineering, design, direct material, labor, and subcontract costs.

Such costs include planning, engineering, design, direct material, labor, and subcontract costs.

Real estate taxes, utilities, direct legal and professional fees related to the sale of a specific unit, interest, insurance costs, and certain employee costs incurred during construction periods are also capitalized.

Capitalization commences when the development activities begin and cease when a project is completed, put on hold, or at the date that the Company decides not to move forward with a project.

Capitalization commences when the development activities begin and ceases when a project is completed, put on hold, or at the date that the Company decides not to move forward with a project.

Capitalized costs related to a project where HHH has determined not to move forward are expensed if they are not deemed recoverable.

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Demolition costs associated with redevelopments are expensed as incurred unless the demolition was included in the Company’s development plans and imminent as of the acquisition date of an asset.

Once the assets are placed into service, they are depreciated in accordance with the Company’s policy.

Once construction of operating properties is complete, the assets are placed into service, and capitalized costs are reclassed to Buildings and equipment and are depreciated in accordance with the Company’s policy.

Once construction of condominiums is complete, the assets are reflected as condominium inventory in Other assets, net until the sale of each condominium unit is closed and the related cost is realized in Condominium rights and units cost of sales.

In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are evaluated for impairment.

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thousands 2024 2023

Land and improvements $ 238,921 $ 339,540

Development costs $ 1,190,746 $ 982,368

Land and improvements 150,283 187,203

Total Developments $ 1,341,029 $ 1,169,571

Acquisitions of Properties The Company accounts for the acquisition of real estate properties in accordance with ASC 805 Business Combinations (ASC 805).

Acquisitions of Properties The Company accounts for the acquisition of real estate properties in accordance with ASC 805 Business Combinations .

This methodology requires that assets acquired and liabilities assumed be recorded at their fair values on the date of acquisition for business combinations and at relative fair values for asset acquisitions.

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and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below-market renewal option periods.

HHH 2024 FORM 10-K | 70

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Impairment HHH reviews its long-lived assets (including those held by its unconsolidated ventures) for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable.

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If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision is recorded to write down the carrying amount of the asset to its fair value.

HHH 2023 FORM 10-K | 77

FINANCIAL STATEMENTS

Index to Financial Statements

Impairment indicators for HHH’s assets or projects within MPCs are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs or cancellation rates, and projected losses on expected future sales.

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Impairment indicators for Operating Assets are assessed for each property and include, but are not limited to, significant decreases in net operating income, significant decreases in occupancy, ongoing low occupancy, and significant net operating losses.

Impairment indicators for Seaport include, but are not limited to, significant changes in projected completion or stabilization dates, operating revenues or cash flows, development costs, ongoing low occupancy, and market factors.

Impairment indicators for assets in the Strategic Developments are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors, significant decreases in comparable property sale prices, and feasibility.

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Assets that have been impaired will in the future have lower depreciation and cost of sale expenses.

The impairment will have no impact on cash flow.

The impairment will have no impact on cash flows.

Cash and Cash Equivalents Cash and cash equivalents consist of highly-liquid investments with maturities at date of purchase of three months or less and include registered money market mutual funds which are invested in United States Treasury bills that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period as well as deposits with major banks throughout the United States.

Such deposits are in excess of FDIC limits and are placed with high-quality institutions in order to minimize concentration of counterparty credit risk.

Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to escrowed condominium deposits from buyers and other amounts related to legally restricted deposits, escrowed taxes, insurance, and leasing costs.

Accounts Receivable, net Accounts receivable includes straight-line rent receivables, tenant receivables, and other receivables.

On a quarterly basis, management reviews straight-line rent receivables and tenant receivables for collectability.

As required under ASC 842 Leases , this analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends.

When full collection of a lease receivable or future lease payment is not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis.

The Company also records reserves for estimated losses under ASC 450 Contingencies if the estimated losses are probable and can be reasonably estimated.

Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to escrowed condominium deposits from buyers and other amounts related to taxes, insurance, and legally restricted security deposits and leasing costs.

Accounts Receivable, net Accounts receivable, net includes straight-line rent receivables, tenant receivables, and other receivables.

On a quarterly basis, management reviews the lease-related receivables, including straight-line rent receivables and tenant receivables, for collectability.

This analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends.

When full collection of a lease-related receivable or future lease payment is deemed to be not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis.

The Company also records reserves for estimated losses if the estimated loss amount is probable and can be reasonably estimated.

Other receivables are primarily related to short-term trade receivables.

The Company is exposed to credit losses through the sale of goods and services to customers and assesses its exposure to credit loss related to these receivables on a quarterly basis based on historical collection experience and future expectations by portfolio.

The Company records an allowance for credit losses if the estimated loss amount is probable.

HHH 2024 FORM 10-K | 71

FINANCIAL STATEMENTS

Index to Financial Statements

The following table represents the components of Accounts Receivable, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets as of December 31:

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Accounts receivable, net (a) $ 105,185 $ 101,373

HHH 2023 FORM 10-K | 78

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(a) As of December 31, 2023, the total reserve balance for amounts considered uncollectible was $ 15.0 million, comprised of $ 12.6 million related to ASC 842 and $ 2.4 million related to ASC 450.

As of December 31, 2022, the total reserve balance was $ 8.9 million, comprised of $ 3.4 million related to ASC 842 and $ 5.5 million related to ASC 450.

The following table summarizes the impacts of the ASC 842 and ASC 450 reserves in the accompanying Consolidated Statements of Operations for the years ended December 31:

thousands Statements of Operations Location 2023 2022 2021

ASC 842 reserve Rental revenue $ 11,272 $ ( 3,715 ) $ ( 1,562 )

ASC 450 reserve Provision for (recovery of) doubtful accounts ( 2,561 ) 1,959 ( 459 )

Total (income) expense impact (a) $ 8,711 $ ( 1,756 ) $ ( 2,021 )

(a) Total expense recognized for the year ended December 31, 2023, is primarily comprised of reserves for two retail tenants in Ward Village and an office tenant with leases in both The Woodlands and Summerlin.

The ASC 450 recovery amount for the year ended December 31, 2023, primarily relates to the reclassification of the reserve for the two Ward Village tenants to an ASC 842 reserve as full collection is not considered probable.

Municipal Utility District Receivables, net In Houston, Texas, certain development costs are reimbursable through the creation of a Municipal Utility District (MUD), also known as Water Control and Improvement Districts, which are separate political subdivisions authorized by Article 16, Section 59 of the Texas Constitution and governed by the Texas Commission on Environmental Quality (TCEQ).

(a) As of December 31, 2024, the total reserve balance for amounts considered uncollectible was $ 8.2 million, composed of $ 8.1 million attributable to lease-related receivables and $ 0.1 million attributable to the allowance for credit losses related to other accounts receivable.

As of December 31, 2023, the total reserve balance was $ 13.6 million, all of which was attributable to lease-related receivables.

The following table summarizes the impacts of the collectability reserves in the accompanying Consolidated Statements of Operations for the years ended December 31:

Statements of Operations Location 2024 2023 2022

Rental revenue $ ( 860 ) $ 10,984 $ ( 410 )

Provision for (recovery of) doubtful accounts 504 ( 2,762 ) 629

Total (income) expense impact $ ( 356 ) $ 8,222 $ 219

Municipal Utility District Receivables, net In Houston, Texas, certain development costs are reimbursable through the creation of a Municipal Utility District, also known as Water Control and Improvement Districts, which are separate political subdivisions authorized by Article 16, Section 59 of the Texas Constitution and governed by the Texas Commission on Environmental Quality (TCEQ).

MUDs are formed to provide municipal water, wastewater, drainage services, recreational facilities, and roads to those areas where they are currently unavailable through the regular city services.

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MUD receivables are pledged as security to creditors under the debt facilities relating to Bridgeland.

Sale of MUD Receivables In September 2024, the Company entered into a sales transaction of MUD receivables, in which it transferred the reimbursement rights to $ 186.0 million of existing MUD receivables and $ 9.3 million of related accrued interest, as well as $ 40.0 million of anticipated future MUD receivables, for total cash consideration of $ 176.7 million.

Using the relative fair value method, $ 146.7 million of the cash consideration was allocated to the sale of the existing MUD receivables and $ 30.0 million was allocated to the sale of the anticipated future MUD receivables.

As a result of the sale, the Company derecognized the existing MUD receivables and related accrued interest, resulting in a loss on sale of $ 48.7 million in the Consolidated Statements of Operations.

The Company has recorded a liability related to the allocated amount of anticipated future MUD receivables, which is accounted for using the amortized cost method and is included in Accounts payable and other liabilities on the Consolidated Balance Sheets.

The above amounts represent the final impact of the MUD receivable sale for the year ended December 31, 2024.

Due to an adjustment to the allocation between projects, this differs slightly from what was initially reported in the third quarter of 2024.

Other Assets, net The major components of Other assets, net include security, escrow, and other deposits;

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Proceeds from SID bonds are held in escrow by a third-party and are used to reimburse the Company for a portion of the development costs incurred in Summerlin.

The Company’s intangibles include in-place lease assets and above-market lease assets where HHH is the lessor, trademark and trade name intangibles related to MPCs, and other intangibles relating to the Company’s Las Vegas Aviators Triple-A professional baseball team.

See Note 8 - Mortgages, Notes, and Loans Payable, Net for additional information on the SID bonds.

HHH 2024 FORM 10-K | 72

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The Company’s intangibles include in-place lease assets and above-market lease assets where HHH is the lessor, as well as internally developed software and trademark and trade name intangibles related to MPCs.

The Company amortizes finite-lived intangible assets less any residual value, if applicable, on a straight-line basis over the term of the related lease or the estimated useful life of the asset.

TIF receivables are amounts which the Company has submitted for reimbursement from Howard County, Maryland, in conjunction with development costs expended on key roads and infrastructure work within the Merriweather District of Downtown Columbia specified per the terms of the county’s TIF legislation, Special Obligation Bonds issued in October 2017, and Grant Disbursement Agreement executed in April 2023.

TIF receivables are amounts which the Company has submitted for reimbursement from Howard County in Maryland or from the state of Maryland, in conjunction with development costs expended on key roads and infrastructure work within the Merriweather District of Downtown Columbia specified per the terms of the county’s TIF legislation, Special Obligation Bonds issued in October 2017, and Grant Disbursement Agreement executed in April 2023.

Notes receivable, net includes non-derivative financial assets with fixed or determinable payments that are not quoted in an active market.

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An impairment loss is recognized if the carrying amount of condominium inventory exceeds the fair value less selling costs, which is based on comparable sales in the normal course of business under existing and anticipated market conditions.

HHH 2023 FORM 10-K | 79

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Index to Financial Statements

Financial Instruments - Credit Losses The Company is exposed to credit losses through the sale of goods and services to the Company’s customers.

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Deferred Expenses, net Deferred expenses consist principally of leasing costs.

Deferred leasing costs are amortized to amortization expense using the straight‑line method over the related lease term.

Deferred leasing costs are amortized to expense using the straight‑line method over the related lease term.

Deferred expenses are shown net of accumulated amortization of $ 69.1 million as of December 31, 2024, and $ 59.6 million as of December 31, 2023.

HHH 2024 FORM 10-K | 73

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Index to Financial Statements

Marketing and Advertising Each of the Company’s segments incur various marketing and advertising costs as part of their development, branding, leasing, or sales initiatives.

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The Company accounts for the changes in the fair value of an ineffective hedge directly in earnings.

HHH 2023 FORM 10-K | 80

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Stock-Based Compensation The Company maintains two equity incentive plans, which include stock options and restricted stock.

Stock-Based Compensation The Company maintains two equity incentive plans, with outstanding stock-based compensation awards (Awards) which include stock options and restricted stock awards (RSAs).

In 2023, pursuant to the holding company reorganization discussed above, each outstanding share of HHC’s common stock was automatically converted into one share of HHH common stock.

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All stock options and restricted stock outstanding will be settled in HHH stock.

In 2024, at the time of the spinoff of SEG, all of these Awards were modified to adjust the number of HHH shares by certain ratios and/or allocation factors.

The stock options were modified into HHH stock options and SEG stock options based on the applicable ratios and/or allocation factors.

In addition, the growth targets for the RSAs based on Net Asset Value and related performance conditions were revised to carve out the impact of the spinoff.

Also, the market conditions related to Total Shareholder Return (TSR) targets were evaluated as of the spinoff date for the TSR-based RSAs and then modified to time-based, service conditions only.

See Note 12 - Stock-Based Compensation Plans for additional information.

The Company applies the provisions of ASC 718 Stock Compensation which requires all share‑based payments to be recognized in the Consolidated Statements of Operations based on their fair values.

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The Company recognizes forfeitures as they occur.

See Note 11 - Stock-Based Compensation Plans for additional information.

Revenue Recognition and Related Matters

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A corresponding condominium contract deposit liability is established at the date of receipt, representing a portion of HHH’s unsatisfied performance obligation at each reporting date.

HHH 2024 FORM 10-K | 74

FINANCIAL STATEMENTS

Index to Financial Statements

These deposits, along with the balance of the contract value, are recognized at closing upon satisfaction of HHH’s performance obligation and transfer of title to the buyer.

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The allocations include costs which clearly relate to the specific project, including certain infrastructure and amenity costs which benefit the project as well as others, and are based upon the relative sales value of the units.

Furthermore, incremental costs incurred to obtain a contract to sell condominium units are evaluated for capitalization in accordance with ASC 340-40, with incremental costs to fulfill a contract only being capitalized if the costs relate directly to a specifically identified contract, enhance resources to satisfy performance obligations in the future, and are expected to be recovered.

Furthermore, incremental costs incurred to obtain a contract to sell condominium units are evaluated for capitalization in accordance with ASC 340-40 Components, Costs & Considerations , with incremental costs to fulfill a contract only being capitalized if the costs relate directly to a specifically identified contract, enhance resources to satisfy performance obligations in the future, and are expected to be recovered.

Master Planned Communities Land Sales Revenues from land sales are recognized at a point in time when the land sale closing process is complete.

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The Company measures HHH’s unsatisfied obligation based on the costs remaining relative to the total cost at the date of closing.

HHH 2023 FORM 10-K | 81

FINANCIAL STATEMENTS

Index to Financial Statements

When residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold.

In accordance with ASC 970-360-30-1, when land is sold, costs are allocated to each sold superpad or lot based upon the relative sales value.

In accordance with ASC 970-360-30-1 Real Estate Project Costs , when land is sold, costs are allocated to each sold superpad or lot based upon the relative sales value.

For purposes of allocating development costs, estimates of future revenues and development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale.

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Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants.

Minimum rent revenues also include amortization related to above and below‑market tenant leases on acquired properties.

Minimum rent revenues also include amortization related to above-market and below‑market tenant leases on acquired properties.

HHH 2024 FORM 10-K | 75

FINANCIAL STATEMENTS

Index to Financial Statements

Recoveries from tenants are stipulated in the leases, are generally computed based upon a formula related to real estate taxes, insurance, and other real estate operating expenses, and are generally recognized as revenues in the period the related costs are incurred.

Overage rent is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease.

If the lease provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or by HHH.

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When the tenant is the owner of the tenant improvements, any tenant allowance funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term.

Other Land, Rental, and Property Revenues - Over Time and Point in Time Other land revenues recognized over time include ground maintenance revenue, homeowner association management fee revenue, and revenue from providing exclusive cable and internet services at the Company’s MPCs for the benefit of the tenants and owners of the communities.

Other Land, Rental, and Property Revenues Other land revenues recognized over time include ground maintenance revenue, and homeowner association management fee revenue.

These revenues are recognized over time, as time elapses.

The amount of consideration and the duration are fixed, as stipulated in the related agreements, and represent a single performance obligation.

Other land revenues also include transfer fees on the secondary sales of homes in MPCs, forfeitures of earnest money deposits by buyers of HHH’s condominium units, and other miscellaneous items.

Other land revenues also include transfer and advertising fees on the secondary sales of homes in MPCs, forfeitures of earnest money deposits by buyers of HHH’s condominium units, lease termination fees, and other miscellaneous items.

These items are recognized at a point in time when the real estate closing process is complete or HHH has a legal right to the respective fee or deposit.

Other rental revenues also includes overage rent which is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease.

Noncontrolling Interests As of December 31, 2024, and December 31, 2023, noncontrolling interests related to the 12 % noncontrolling interest in Teravalis and the noncontrolling interest in the Ward Village Homeowners’ Associations (HOAs).

All revenues and expenses related to the HOAs are attributable to noncontrolling interests and do not impact net income attributable to common stockholders.

Recently Issued Accounting Standards The following is a summary of recently issued and other notable accounting pronouncements which relate to the Company’s business.

Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses This update requires the disclosure of additional disaggregated information in the notes to financial statements for certain categories of costs and expenses that are included on the face of the statement of operations.

The new disclosure requirements are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted.

The Company is currently evaluating the impact this standard will have on its financial statement presentation and disclosures.

Discontinued Operations

On July 31, 2024, the spinoff of SEG was completed.

The separation of SEG refined the identity of HHH as a pure-play real estate company focused solely on its core businesses and development of its master planned communities.

The spinoff included all assets previously included in the Company’s Seaport segment and the Las Vegas Aviators and the Las Vegas Ballpark, which were previously included in the Operating Assets segment.

As the spinoff of SEG represents a strategic shift in the Company’s operations, the results of SEG are included as discontinued operations for all periods presented.

HHH 2024 FORM 10-K | 76

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Index to Financial Statements

Other rental and property revenues related to contracts with customers is generally comprised of baseball-related ticket sales, retail operations, food sales, advertising, and sponsorships.

Season ticket sales are recognized over time as games take place.

Single tickets and total net sales from retail operations are recognized at a point in time, at the time of sale when payment is received and the customer takes possession of the merchandise.

In all cases, the transaction prices are fixed, stipulated in the ticket, contract, or product, and representative in each case of a single performance obligation.

Events-related service revenue is recorded at the time the customer receives the benefit of the service.

Baseball-related and other sponsorships generally cover a season or contractual period of time, and the related revenue is generally recognized on a straight-line basis over time, as time elapses, unless a specific performance obligation exists within the sponsorship contract where point-in-time delivery occurs and recognition at a specific performance or delivery date is more appropriate.

Advertising and sponsorship agreements that allow third parties to display their advertising and products at HHH’s venues for a certain amount of time relate to a single performance obligation, consideration terms for these services are fixed in each respective agreement, and HHH generally recognizes the related revenue on a straight-line basis over time, as time elapses.

Noncontrolling Interests As of December 31, 2023, Noncontrolling interests is primarily related to the 12 % noncontrolling interest in Teravalis and the noncontrolling interest in the Ward Village Homeowners’ Associations (HOAs).

All revenues and expenses related to the HOAs are attributable to noncontrolling interests and do not impact net income attributable to common stockholders.

Refer to Note 3 - Acquisitions and Dispositions for additional information on Teravalis.

Recently Issued Accounting Standards The following is a summary of recently issued and other notable accounting pronouncements which relate to the Company’s business.

ASU 2020-04, Reference Rate Reform The amendments in this Update provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform when certain criteria are met.

The amendments in this Update apply only to contracts, hedging relationships, and other transactions that reference the London Interbank Offered Rate (LIBOR) or another reference rate expected to be discontinued because of reference rate reform.

The expedients and exceptions provided by the amendments do not apply to contract modifications made and hedging relationships entered into or evaluated after December 31, 2022, except for hedging relationships existing as of December 31, 2022, for which an entity has applied certain optional expedients, that are retained through the end of the hedging relationship.

The amendments in this Update are effective as of March 12, 2020, through December 31, 2022.

On December 21, 2022, the FASB issued Accounting Standards Update (ASU) 2022-06, Reference Rate Reform (Topic 848):

Deferral of the Sunset Date of Topic 848 , which extends the period of time entities can utilize the reference rate reform relief guidance under ASU 2020-04, from December 31, 2022, to December 31, 2024.

The guidance in ASU 2020-04 is optional and may be elected over time as reference rate reform activities occur.

During the transition, the Company elected to apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed cash flows to assume that the index upon which future hedge transactions will be based matches the index on the corresponding derivatives.

Application of these expedients preserved the presentation of derivatives consistent with past presentation.

As of December 31, 2023, the Company had no remaining contracts or hedging relationships that referenced LIBOR.

The following table presents key components of Net income (loss) from discontinued operations, net of income taxes, for the years ended December 31:

thousands 2024 2023 2022

Total revenues $ 60,846 $ 115,349 $ 118,998

Total operating expenses 88,381 133,767 128,775

General and administrative (a) 32,535 4,522 —

Depreciation and amortization 16,717 47,384 45,756

Other — 81 59

Provision for impairment — ( 672,492 ) —

Other income (loss), net ( 67 ) ( 1,539 ) 488

Interest income (expense), net ( 7,414 ) 874 1,607

Gain (loss) on extinguishment of debt ( 1,563 ) ( 47 ) —

Equity in earnings (losses) from unconsolidated ventures ( 18,960 ) ( 81,484 ) ( 36,272 )

Net income (loss) from discontinued operations before income taxes ( 104,791 ) ( 825,093 ) ( 89,769 )

Income tax expense (benefit) ( 16,568 ) ( 190,153 ) ( 21,696 )

Net income (loss) from discontinued operations, net of taxes $ ( 88,223 ) $ ( 634,940 ) $ ( 68,073 )

(a) General and administrative expenses relate to costs incurred to complete the spinoff of Seaport Entertainment.

The following table summarizes the major classes of assets and liabilities that are classified as discontinued operations on the Consolidated Balance Sheets.

thousands December 31, 2023

Net investment in real estate $ 437,463

Investments in unconsolidated ventures 37,459

Cash and cash equivalents 1,834

Restricted cash 42,011

Accounts receivable, net 13,672

Deferred expenses, net 4,379

Operating lease right-of-use assets 39,434

Other assets, net 39,020

Assets of discontinued operations $ 615,272

Mortgages, notes, and loans payable, net $ 155,628

Operating lease obligations 46,222

Deferred tax liabilities, net 3,542

Accounts payable and other liabilities 21,773

Liabilities of discontinued operations $ 227,165

Continuing Involvement with SEG In connection with the separation, HHH entered into several agreements with Seaport Entertainment that govern the execution of the transaction and the relationship of the parties following the spinoff including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Guaranty Agreement, and various other agreements.

Seaport Entertainment Guaranty Following the execution of the spinoff, HHH continues to provide a full backstop guaranty for SEG’s outstanding mortgage related to its 250 Water Street property.

See Note 11 - Commitments and Contingencies for additional information.

HHH 2024 FORM 10-K | 77

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Floreo (e) 50.0 % 50.0 % 60,788 55,880 4,908 ( 2,121 ) ( 1,377 )

The Lawn Club (d) 50.0 % 50.0 % 1,266 2,553 ( 1,287 ) — —

Ssäm Bar (d)(e)(f) 50.0 % 50.0 % — 5,551 ( 5,981 ) ( 783 ) ( 1,988 )

Tin Building by Jean-Georges (d)(e)(f) 65.0 % 65.0 % 11,658 6,935 ( 43,330 ) ( 36,182 ) —

Jean-Georges Restaurants (f) 25.0 % 25.0 % 14,535 45,626 ( 30,887 ) 692 —

Strategic Developments

HHMK Development 50.0 % 50.0 % 10 10 — — —

KR Holdings 50.0 % 50.0 % 486 485 2 797 ( 221 )

West End Alexandria (d) 58.3 % 58.3 % 60,513 56,757 256 139 70

Other 50.0 % 50.0 % 41 496 ( 5 ) 2 797

165,787 179,020 ( 9,071 ) 22,743 17,085

Other equity investments (g) 13,779 13,779 3,033 4,638 3,755

Other investments (f) 3,779 3,779 3,242 3,033 4,638

Investments in unconsolidated ventures

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(a) Ownership interests presented reflect the Company’s stated ownership interest or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities.

(b) The Metropolitan was in a deficit position of $ 10.9 million at December 31, 2023, and $ 9.0 million at December 31, 2022.

These deficit balances are presented in Accounts payable and other liabilities at December 31, 2023 and 2022.

The deficit balance is presented in Accounts payable and other liabilities at December 31, 2023 and 2022.

(b) The Metropolitan was in a deficit position of $ 12.2 million at December 31, 2024, and $ 10.9 million at December 31, 2023, and presented in Accounts payable and other liabilities in the Consolidated Balance Sheets.

(c) TEN.m.flats was in a deficit position of $ 5.8 million at December 31, 2024, and $ 4.7 million at December 31, 2023, and presented in Accounts payable and other liabilities in the Consolidated Balance Sheets.

(d) For these equity method investments, various provisions in the venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses, and preferred returns may result in the Company’s economic interest differing from its stated interest or final profit-sharing interest.

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Refer to discussion below for additional information.

(f) These investments were impaired as part of the Seaport impairment recognized in 2023.

Refer to specific investment discussion below and Note 4 - Impairment for additional detail.

(g) Other equity investments represent investments not accounted for under the equity method.

(f) Other investments represent investments not accounted for under the equity method.

The Company elected the measurement alternative as these investments do not have readily determinable fair values.

There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either during 2023, or cumulatively.

As of December 31, 2023, Other equity investments primarily includes $ 10.0 million of warrants, which represents cash paid by the Company for the option to acquire additional ownership interest in Jean-Georges Restaurants.

Refer to discussion below for additional detail.

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There were no impairments, or upward or downward adjustments to the carrying amounts of these securities either during the current year, or cumulatively.

110 North Wacker The Company formed a partnership with a local developer (the Partnership) during the second quarter of 2017.

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Construction was completed in the third quarter of 2020.

In 2021, the Company recorded a $ 17.7 million impairment of its equity investment in the Venture due to a change in the anticipated holding period as it entered into a plan to sell the Partnership’s interest in the Venture.

In March 2022, the Partnership completed the sale of its ownership interest in the Venture for a gross sales price of $ 208.6 million.

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Based upon the Partnership’s waterfall, $ 168.9 million of the net sales proceeds were allocated to the Company with the remaining $ 22.1 million allocated to the local developer.

The Lawn Club In January 2021, the Company formed HHC Lawn Games, LLC with The Lawn Club NYC, LLC (Endorphin Ventures), to construct and operate an immersive indoor and outdoor restaurant that includes an extensive area of indoor grass, a stylish clubhouse bar, and a wide variety of lawn games.

This concept opened in the fourth quarter of 2023.

Under the terms of the initial agreement, the Company funded 80 % of the cost to construct the restaurant, and Endorphin Ventures contributed the remaining 20 %.

In October 2023, the members executed an amended LLC agreement, in which the Company will fund 90 % of any remaining capital requirements, and Endorphin Ventures will contribute the remaining 10 %.

The Company recognizes its share of income or loss based on the joint venture distribution priorities, which could fluctuate over time.

Upon return of each member’s contributed capital and a preferred return to HHH, distributions and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest.

The Company also entered into a lease agreement with HHC Lawn Games, LLC to lease 20,000 square feet of the Fulton Market Building for this venture.

Ssäm Bar In 2016, the Company formed Pier 17 Restaurant C101, LLC (Ssäm Bar) with MomoPier, LLC (Momofuku) to construct and operate a restaurant and bar at Pier 17 in the Seaport, which opened in 2019.

The Company recognizes its share of income or loss based on the joint venture’s distribution priorities, which could fluctuate over time.

During the third quarter of 2023, the Ssäm Bar restaurant closed, and the Company and Momofuku are in the process of dissolving the venture.

Additionally, the Company recognized an impairment of $ 5.0 million related to this investment during the year ended December 31, 2023.

See Note 4 - Impairment for additional detail.

Tin Building by Jean-Georges In 2015, the Company formed Fulton Seafood Market, LLC (Tin Building by Jean-Georges), with VS-Fulton Seafood Market, LLC (Fulton Partner), to operate a 53,783 square foot culinary marketplace in the historic Tin Building.

The Fulton Partner is a wholly owned subsidiary of Jean-Georges Restaurants.

The Company purchased a 25 % interest in Jean-George Restaurants in March 2022 as discussed below.

The Company owns 100 % of the Tin Building and leased 100 % of the space to the Tin Building by Jean-Georges joint venture.

Throughout this report, references to the Tin Building relate to the Company’s 100 % owned landlord operations and references to the Tin Building by Jean-Georges refer to the managed business in which the Company has an equity ownership interest.

The Company, as landlord, funded 100 % of the development and construction of the Tin Building.

Under the terms of the Tin Building by Jean-Georges LLC agreement, the Company contributes the cash necessary to fund pre-opening, opening, and operating costs of Fulton Seafood Market LLC.

The Fulton Partner is not required to make any capital contributions.

The Tin Building was completed and placed in service during the third quarter of 2022, and the Tin Building by Jean-Georges culinary marketplace began operations in the third quarter of 2022.

Based on capital contribution and distribution provisions for the Tin Building by Jean-Georges, the Company currently receives substantially all of the economic interest in the venture.

Upon return of the Company’s contributed capital and a preferred return, distributions and recognition of income or loss will be allocated to the Company based on its final profit-sharing interest.

As of December 31, 2023 and 2022, the Tin Building by Jean-Georges is classified as a VIE as the equity holders, as a group, lack the characteristics of a controlling financial interest.

The Company is not the primary beneficiary of the VIE as it does not have the power to direct the restaurant-related activities that most significantly impact its economic performance.

As the Company is unable to quantify the maximum amount of additional capital contributions that may be funded in the future associated with this investment, the Company’s maximum exposure to loss is currently equal to the $ 11.7 million carrying value of the investment as of December 31, 2023.

The Company funded capital contributions of $ 48.1 million for the year ended December 31, 2023, and $ 43.1 million for the year ended December 31, 2022.

The Company recognized an impairment of $ 1.2 million related to this investment in the year ended December 31, 2023.

See Note 4 - Impairment for additional detail.

HHH 2024 FORM 10-K | 78

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Jean-Georges Restaurants In March 2022, the Company acquired a 25 % interest in JG Restaurant HoldCo LLC (Jean-Georges Restaurants) for $ 45.0 million from JG TopCo LLC (Jean-Georges).

Jean-Georges Restaurants currently has over 40 hospitality offerings and a pipeline of new concepts.

The Company accounts for its ownership interest in accordance with the equity method and recorded its initial investment at cost, inclusive of legal fees and transaction costs.

Under the terms of the agreement, all cash distributions and the recognition of income-producing activities will be pro rata based on stated ownership interest.

The Company recognized an impairment of $ 30.8 million related to this investment in the year ended December 31, 2023.

See Note 4 - Impairment for additional detail.

Concurrent with the Company’s acquisition of the 25 % interest in Jean-Georges Restaurants, the Company entered into a warrant agreement with Jean-Georges.

The Company paid $ 10.0 million for the option to acquire up to an additional 20 % interest in Jean-Georges Restaurants at a fixed exercise price per share subject to certain anti-dilution provisions.

Should the warrant agreement be exercised by the Company, the $ 10.0 million will be credited against the aggregate exercise price of the warrants.

Per the agreement, the $ 10.0 million is to be used for working capital of Jean-Georges Restaurants.

The warrant became exercisable on March 2, 2022, subject to automatic exercise in the event of dissolution or liquidation, and will expire on March 2, 2026.

As of December 31, 2023, this warrant has not been exercised.

The Company elected the measurement alternative for this purchase option as the equity security does not have a readily determinable fair value.

As such, the investment is measured at cost, less any identified impairment charges.

Creative Culinary Management Company, LLC (CCMC), a wholly owned subsidiary of Jean-Georges Restaurants, provides management services for certain retail and food and beverage businesses that HHH owns, either wholly or through partnerships with third parties.

The Company’s businesses managed by CCMC include The Tin Building by Jean-Georges, The Fulton and Malibu Farm.

Pursuant to the various management agreements, CCMC is responsible for employment and supervision of all employees providing services for the food and beverage operations and restaurants as well as the day-to-day operations and accounting for the food and beverage operations.

The Summit In 2015, the Company formed DLV/HHPI Summerlin, LLC (The Summit) with Discovery Land Company (Discovery) to develop a custom home community in Summerlin.

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Floreo In the fourth quarter of 2021, simultaneous with the Teravalis land acquisition, the Company closed on the acquisition of a 50 % interest in Trillium Development Holding Company, LLC (Floreo), for $ 59.0 million and entered into a Limited Liability Company Agreement (LLC Agreement) with JDM Partners and El Dorado Holdings to develop the first village within the new Teravalis MPC on 3,029 acres of land in the greater Phoenix, Arizona area.

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

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

In October 2022, Floreo closed on a $ 165.0 million financing, with outstanding borrowings of $ 158.6 million as of December 31, 2024.

The Company provided a guarantee on this financing in the form of a collateral maintenance obligation and received a guarantee fee of $ 5.0 million.

The financing and related guarantee provided by the Company triggered a reconsideration event, and as of December 31, 2022, Floreo was classified as a VIE.

The Company provided a guaranty on this financing in the form of a collateral maintenance obligation and received a guaranty fee of $ 5.0 million.

The financing and related guaranty provided by the Company triggered a reconsideration event, and as of December 31, 2022, Floreo was classified as a VIE.

Due to rights held by other members, the Company does not have a controlling financial interest in Floreo and is not the primary beneficiary.

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As such, the Company accounts for its ownership interest in accordance with the equity method.

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Summarized Financial Information The following tables provide combined summarized financial statement information for the Company’s unconsolidated ventures.

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Net income (loss) 20,987 55,006 31,058

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Acquisitions and Dispositions

Acquisitions In May 2023, the Company acquired the Grogan’s Mill Village Center and related anchor site, a retail property in The Woodlands, Texas consisting of approximately 8.7 acres for $ 5.9 million in an asset acquisition.

The property is being held in the Strategic Developments segment.

In March 2022, the Company acquired a 25 % interest in Jean-Georges Restaurants for $ 45.0 million and paid $ 10.0 million for the option to acquire up to an additional 20 % interest in Jean-Georges Restaurants through March 2026.

Jean-Georges Restaurants currently has over 40 hospitality offerings and a pipeline of new concepts.

See Note 2 - Investments in Unconsolidated Ventures for additional information.

Teravalis In October 2021, the Company acquired Teravalis, a new large-scale master planned community in the West Valley of Phoenix, Arizona.

The Company closed on the all-cash purchase of approximately 33,810 acres (Teravalis Property) for a purchase price of $ 541.0 million.

The executed purchase and sale agreement included a repurchase option that allowed the seller, or permitted assignee, to repurchase up to 50 % interest in the Teravalis Property within a set term.

In June 2022, the seller’s assignee, JDM Member, exercised a minimum purchase option and purchased a 9.24 % interest in the Teravalis Property for $ 50.0 million.

Additionally, in August 2022, JDM Member purchased an additional 2.78 % interest in the Teravalis Property for $ 15.0 million, after which the remaining repurchase option expired.

Following the execution of the minimum purchase option, the Company entered into a Limited Liability Company Agreement (LLC Agreement) with JDM Member to form Douglas Ranch Development Holding Company (Teravalis).

The Company and JDM Member then contributed their interests in the Teravalis Property to Teravalis in exchange for an equity interest.

At December 31, 2023, the Company holds 88.0 % of the Teravalis interests, and JDM Member holds the remaining 12.0 %.

Under the terms of the LLC agreement, cash distributions and the recognition of income-producing activities will be pro rata based on economic ownership interest.

As of December 31, 2023, the Company’s Consolidated Balance Sheets include $ 541.6 million of Master Planned Community assets, $ 0.6 million of Accounts Payable and other liabilities, and $ 65.0 million of Noncontrolling interest related to Teravalis.

Floreo Simultaneous with the Teravalis land acquisition, the Company closed on the acquisition of a 50 % interest in Trillium Development Holding Company, LLC (Floreo), for $ 59.0 million.

Floreo owns approximately 3,029 acres of land which will be the first village developed within the Teravalis community in the greater Phoenix, Arizona area.

See Note 2 - Investments in Unconsolidated Ventures for additional information.

Operating Assets In June 2024, the Company acquired the Waterway Plaza II office property and the adjacent parking garage for $ 19.2 million in an asset acquisition.

The approximately 141,763 -square-foot office property is located in The Woodlands.

Strategic Developments In May 2023, the Company acquired the Grogan’s Mill Village Center and related anchor site, a retail property in The Woodlands consisting of approximately 8.7 acres for $ 5.9 million in an asset acquisition.

Dispositions Gains and losses on asset dispositions are recorded to Gain (loss) on sale or disposal of real estate and other assets, net in the Consolidated Statements of Operations, unless otherwise noted.

Operating Assets Subsequent to period end, in February 2024, the Company completed the sale of Creekside Park Medical Plaza, a 32,689 square-foot medical office building in The Woodlands, Texas, for $ 14.0 million.

In December 2023, the Company completed the sale of Memorial Hermann Medical Office, a 20,000 square-foot medical office building in The Woodlands, Texas, for $ 9.6 million resulting in a gain of $ 3.2 million.

In July 2023, the Company completed the sale of two self-storage facilities with a total of 1,370 storage units in The Woodlands, Texas, for $ 30.5 million resulting in a gain of $ 16.1 million.

Operating Assets During 2024, the Company completed the sale of four non-core ground leases in The Woodlands, for total proceeds of $ 9.6 million, resulting in a gain of $ 6.7 million.

In December 2024, the Company completed the sale of Lakeland Village Center at Bridgeland, a 67,947 -square-foot retail property in Bridgeland, for $ 28.0 million, resulting in a gain of $ 11.4 million.

In February 2024, the Company completed the sale of Creekside Park Medical Plaza, a 32,689 -square-foot medical office building in The Woodlands, for $ 14.0 million, resulting in a gain of $ 4.8 million.

In December 2023, the Company completed the sale of Memorial Hermann Medical Office, a 20,000 -square-foot medical office building in The Woodlands, for $ 9.6 million, resulting in a gain of $ 3.2 million.

In July 2023, the Company completed the sale of two self-storage facilities with a total of 1,370 storage units in The Woodlands, for $ 30.5 million, resulting in a gain of $ 16.1 million.

In March 2023, the Company completed the sale of two land parcels in Honolulu, Hawai‘i, including an 11,929 -square-foot building at the Ward Village Retail property, for total consideration of $ 6.3 million, resulting in a gain of $ 4.7 million.

In December 2022, the Company completed the sale of Creekside Village Green, a 74,670 -square-foot retail property in The Woodlands, Texas, for $ 28.4 million resulting in a gain of $ 13.4 million.

In December 2022, the Company completed the sale of Lake Woodlands Crossing, a 60,261 -square-foot retail property in The Woodlands, Texas, for $ 22.5 million resulting in a gain of $ 12.2 million.

In December 2022, the Company completed the sale of Creekside Village Green, a 74,670 -square-foot retail property in The Woodlands, for $ 28.4 million, resulting in a gain of $ 13.4 million.

In December 2022, the Company completed the sale of Lake Woodlands Crossing, a 60,261 -square-foot retail property in The Woodlands, for $ 22.5 million, resulting in a gain of $ 12.2 million.

The Company retained the underlying land and simultaneously with the sale executed a 99-year ground lease with the buyer, which is classified as an operating lease.

In June 2022, the Company completed the sale of the Outlet Collection at Riverwalk, a 264,080 -square-foot outlet center located in downtown New Orleans, for $ 34.0 million, resulting in a gain on sale of $ 4.0 million.

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In June 2022, the Company completed the sale of the Outlet Collection at Riverwalk, a 264,080 -square-foot outlet center located in downtown New Orleans, Louisiana, for $ 34.0 million resulting in a gain on sale of $ 4.0 million, inclusive of $ 0.5 million in related transaction costs.

In March 2022, the Company completed the sale of its ownership interest in 110 North Wacker for $ 208.6 million.

See Note 3 - Investments in Unconsolidated Ventures for additional information.

In September 2021, the Company completed the sale of The Woodlands Resort, The Westin at The Woodlands, and Embassy Suites at Hughes Landing for $ 252.0 million resulting in a gain on sale of $ 39.1 million, inclusive of approximately $ 2.9 million in related transaction costs.

Additionally, as part of the sale, the Company repaid $ 132.3 million of debt directly associated with the properties sold.

Strategic Developments In December 2021, the Company completed the sale of Century Park, a 63 -acre, 1,302,597 -square-foot campus with 17 office buildings in the West Houston Energy Corridor, for $ 25.0 million resulting in a loss on sale of $ 7.4 million, inclusive of approximately $ 0.4 million in related transaction costs.

In May 2021, the Company completed the sale of Monarch City, a property that comprised approximately 229 acres of undeveloped land in Collin County, Texas, for $ 51.4 million, resulting in a gain on sale of $ 21.3 million, inclusive of approximately $ 1.5 million in related transaction costs.

The Company reviews its long-lived assets for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amounts may not be recoverable.

Impairment or disposal of long‑lived assets in accordance with ASC 360 requires that if impairment indicators exist and expected undiscounted cash flows generated by the asset over an anticipated holding period are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of the asset to its fair value.

The Company reviews its long-lived assets for potential impairment indicators when events or changes in circumstances indicate that the carrying amount may not be recoverable.

Impairment or disposal of long‑lived assets in accordance with ASC 360 Property, Plant, and Equipment , requires that if impairment indicators exist and expected undiscounted cash flows generated by the asset over an anticipated holding period are less than its carrying amount, an impairment provision should be recorded to write down the carrying amount of the asset to its fair value.

The impairment analysis does not consider the timing of future cash flows and whether the asset is expected to earn an above- or below-market rate of return.

No impairment charges were recorded in continuing operations during the three years ended December 31, 2024.

The Company periodically evaluates strategic alternatives with respect to each property and may revise the strategy from time to time, including the intent to hold the asset on a long-term basis or the timing of potential asset dispositions.

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If the decrease in value of an investment is deemed to be other-than-temporary, the investment is reduced to its estimated fair value.

Seaport In 2023, the Company recorded a $ 709.5 million impairment charge related to the Seaport segment.

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 fair value, with capitalization rates ranging from 5.5 % to 6.75 %, discount rates ranging from 8.5 % to 13.3 %, and restaurant multiples ranging from 8.3 to 11.8 .

The assumptions and estimates included in the Company’s impairment analysis require significant judgment about future events, market conditions, and financial performance.

Actual results may differ from these assumptions.

There can be no assurance that these estimates and assumptions will prove to be an accurate prediction of the future.

Operating Assets In 2021, the Company recorded a $ 13.1 million impairment charge for Century Park, a non-core asset acquired as part of the acquisition of The Woodlands Towers at The Waterway.

The Century Park asset included both building and land components.

The impairment related to the building component, while the land component was not impaired.

The Company recognized an impairment due to decreases in estimated future cash flows and as a result of the impact of a shorter-than-anticipated holding term.

The Company used weighted market and income valuation techniques to estimate the fair value of Century Park.

Market valuation was based on recent sales of similar commercial properties in and around Houston, Texas.

For the income approach, the Company utilized a capitalization rate of 8.75 %, probability-weighted scenarios assuming lease-up periods ranging from 24 months to 48 months, and management’s estimate of future lease income and carry costs.

In December 2021, the Company completed the sale of Century Park.

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In 2021, the Company recorded a $ 17.7 million impairment of its equity investment in 110 North Wacker.

The Company recognized the impairment due to a change in the anticipated holding period as the Company entered into a plan to sell its interest in 110 North Wacker.

In March 2022, the Company completed the sale of its ownership interest in 110 North Wacker.

For information regarding the asset sales discussed above, see Note 3 - Acquisitions and Dispositions.

The following table summarizes the pre-tax impacts of the items mentioned above on the Consolidated Statements of Operations for the years ended December 31:

thousands Statements of Operations Line Item 2023 2022 2021

Buildings and equipment (a) Provision for impairment $ 445,818 $ — $ —

Land (a) Provision for impairment 11,734 — —

Developments (a) Provision for impairment 214,940 — —

Net investment in real estate 672,492 — —

Investments in unconsolidated ventures (b) Equity in earnings (losses) from unconsolidated ventures 37,001 — —

Total Seaport $ 709,493 $ — $ —

Operating Assets

Buildings and equipment (c) Provision for impairment $ — $ — $ 13,068

Investments in unconsolidated ventures (d) Equity in earnings (losses) from unconsolidated ventures — — 17,673

Total Operating Assets $ — $ — $ 30,741

(a) The above table represents the final balance sheet impacts of the 2023 Seaport impairment.

Due to an adjustment to the allocation of the impairment between properties, this differs slightly from what was initially reported in the third quarter of 2023.

The adjustment did not have an impact on the total impairment amount.

(b) Impairment charges relate to the Company’s investments in Jean-Georges Restaurants, Ssäm Bar, and Tin Building unconsolidated ventures.

See Note 2 - Investments in Unconsolidated Ventures for additional information.

(d) Impairment charges related to the Company’s investment in 110 North Wacker as discussed above.

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No impairment charges were recorded in continuing operations during the three years ended December 31, 2024.

In 2023, the Company recorded a $ 709.5 million impairment charge related to the Seaport segment, which is now reported in discontinued operations following the spinoff of SEG.

Other Assets and Liabilities

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thousands 2024

Security, escrow, and other deposits $ 81,891 $ 48,578

Special Improvement District receivable, net $ 97,432 $ 74,899

Security, escrow, and other deposits 66,348 67,701

In-place leases, net 32,995 35,490

Intangibles, net 21,894 25,170

Other 28,433 16,531

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TIF receivable, net 4,340 6,371

Intangibles, net 3,359 1,360

Net investment in lease receivable 2,809 2,883

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Other assets, net $ 281,551 $ 244,027

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Accounts Payable and Other Liabilities The following table summarizes the significant components of Accounts payable and other liabilities as of December 31:

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Accounts payable and accrued expenses 48,317 47,602

Other 47,656 23,555

Tenant and other deposits 47,112 29,422

Accrued payroll and other employee liabilities 32,154 32,270

Accrued real estate taxes 29,284 30,096

Tenant and other deposits 29,976 26,100

Other 24,461 28,856

Accounts payable and other liabilities $ 1,094,437 $ 1,054,267

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Intangible Assets:

Other intangibles (a) $ 34,123 $ ( 12,386 ) $ 21,737 $ 34,123 $ ( 9,110 ) $ 25,013

Other intangibles $ 4,526 $ ( 1,324 ) $ 3,202 $ 2,407 $ ( 1,204 ) $ 1,203

Indefinite lived intangibles 157 — 157 157 — 157

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Total amortizing intangibles $ 37,083 $ 36,684

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(a) Primarily associated with the Company’s Las Vegas Aviators Triple-A professional baseball team

Other intangibles includes trademark and trade name intangibles related to MPCs as well as internally developed software.

These intangibles are included in Other assets, net and are amortized on a straight-line basis over the estimated useful life of the asset.

The tenant in-place, above-market, and below-market lease intangible assets resulted from real estate acquisitions.

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Net amortization and accretion expense $ 5,304 $ 5,073 $ 4,454 $ 4,344 $ 4,278

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Mortgages, Notes, and Loans Payable, Net

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(b) Deferred financing costs are amortized to interest expense over the initial contractual term of the respective financing agreements using the effective interest method (or other methods which approximate the effective interest method).

As of December 31, 2023, land, buildings and equipment, developments, and other collateral with an aggregate net book value of $ 4.7 billion have been pledged as collateral for the Company’s debt obligations.

As of December 31, 2024, land, buildings and equipment, developments, and other collateral with a net book value of $ 4.7 billion have been pledged as collateral for the Company’s debt obligations.

Senior notes totaling $ 2.1 billion and $ 89.0 million of Secured mortgages payable are recourse to the Company.

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Senior unsecured notes $ 2,050,000

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Secured Mortgages Payable The Company’s outstanding mortgages are collateralized by certain of the Company’s real estate assets.

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(a) Interest rates presented are based upon the coupon rates of the Company’s fixed-rate debt obligations.

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(b) Interest rates presented are based on the applicable reference interest rates as of December 31, 2024 and 2023, excluding the effects of interest rate derivatives.

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In certain cases, due to property performance not meeting identified covenants, the Company may be required to pay down a portion of the loan to exercise the extension option.

During 2023, the Company’s mortgage activity included draws on existing mortgages of $ 384.4 million, refinancings of $ 161.0 million, and repayments of $ 48.4 million.

During 2024, the Company’s mortgage activity included draws on existing mortgages of $ 417.0 million, new borrowings of $ 95.1 million (excluding undrawn amounts on new construction loans), refinancings of $ 168.0 million, and repayments of $ 373.3 million.

As of December 31, 2024, the Company’s secured mortgage loans had $ 1.2 billion of undrawn lender commitment available to be drawn for property development, subject to certain restrictions.

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For the year ended December 31, 2024, $ 38.0 million in SID bonds were issued and obligations of $ 18.0 million were assumed by buyers.

Secured Bridgeland Notes In September 2021, the Company closed on a $ 275.0 million financing with maturity in 2026.

Secured Bridgeland Notes In the fourth quarter of 2024, the borrowing capacity of the Company’s secured notes was expanded from $ 475.0 million to $ 600.0 million, and the maturity was extended from 2026 to 2029.

This financing is secured by MUD receivables and land in Bridgeland.

The loan required a $ 27.5 million fully refundable deposit and has an interest rate of 7.64 % at December 31, 2023, and 6.60 % at December 31, 2022.

Due to the maturity of one of the Company’s interest rate swaps in September 2023, this financing was not covered by an interest rate derivative at December 31, 2023.

The interest rate inclusive of interest rate derivatives was 5.28 % at December 31, 2022.

In December 2022, the borrowing capacity of this obligation was expanded from $ 275.0 million to $ 475.0 million.

An additional $ 200.0 million was drawn in 2023, bringing outstanding borrowings to $ 475.0 million as of December 31, 2023.

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The loan required a 10 % fully refundable deposit on the outstanding balance and has an interest rate of 6.81 %.

As of December 2023, outstanding borrowings were $ 475.0 million.

In the third quarter of 2024, $ 192.0 million was repaid using the proceeds from the sale of MUD receivables, bringing outstanding borrowings to $ 283.0 million as of December 31, 2024.

Debt Compliance As of December 31, 2024, the Company was in compliance with all property-level debt covenants with the exception of five property-level debt instruments.

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While the restricted cash could not be used for general corporate purposes, it could be used to fund operations of the underlying assets and did not have a material impact on the Company’s liquidity or its ability to operate these assets.

Additionally, one property-level debt instrument that was not in compliance as of September 30, 2023, is in compliance as of December 31, 2023, but requires two consecutive quarters of compliance to remove the cash flow restriction.

Scheduled Maturities The following table summarizes the contractual obligations relating to the Company’s mortgages, notes, and loans payable as of December 31, 2024:

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2025 $ 421,202

2029 1,270,240

Thereafter 1,713,501

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Mortgages, notes, and loans payable $ 5,127,469

ASC 820, Fair Value Measurement , emphasizes that fair value is a market-based measurement that should be determined using assumptions market participants would use in pricing an asset or liability.

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ASC 820, Fair Value Measurement (ASC 820), emphasizes that fair value is a market-based measurement that should be determined using assumptions market participants would use in pricing an asset or liability.

The standard establishes a hierarchical disclosure framework that prioritizes and ranks the level of market price observability used in measuring assets or liabilities at fair value.

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The variable cash receipts are based on an expectation of future interest rates derived from observable market interest rate curves.

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The estimated fair values of the Company’s financial instruments that are not measured at fair value on a recurring basis are as follows:

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The discount rates reflect the Company’s judgment as to what the approximate current lending rates for loans or groups of loans with similar maturities and credit quality would be if credit markets were operating efficiently and assuming that the debt is outstanding through maturity.

The carrying amounts for the Company’s variable-rate debt approximate fair value given that the interest rates are variable and adjust with current market rates for instruments with similar risks and maturities.

The below table includes a non-financial asset that was measured at fair value on a non-recurring basis resulting in the property being impaired:

Fair Value Measurements Using

thousands Total Fair Value Measurement (a) Quoted Prices in Active Markets for Identical Assets

(Level 1) Significant Other Observable Inputs

(Level 2) Significant Unobservable Inputs

Seaport Net investment in real estate $ 321,180 $ — $ — $ 321,180

Seaport Investments in unconsolidated ventures 40,225 — — 40,225

(a) The fair value was measured as of the impairment date in the third quarter of 2023 using a discounted cash flow analysis to determine fair value, with capitalization rates ranging from 5.5 % to 6.75 %, discount rates ranging from 8.5 % to 13.3 %, and restaurant multiples ranging from 8.3 to 11.8 .

Refer to Note 4 - Impairment for additional information.

HHH 2024 FORM 10-K | 85

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Derivative Instruments and Hedging Activities

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To mitigate its credit risk, the Company reviews the creditworthiness of counterparties and enters into agreements with those that are considered credit-worthy, such as large financial institutions with favorable credit ratings.

There were no derivative counterparty defaults as of December 31, 2023 and 2022.

There were no derivative counterparty defaults as of December 31, 2024 or 2023.

If the derivative contracts are terminated prior to their maturity, the amounts previously recorded in AOCI are recognized in earnings over the period that the hedged transaction impacts earnings.

During the years ended December 31, 2023 and 2022, there were no termination events.

During the year ended December 31, 2023, the Company recorded an immaterial reduction in Interest expense related to the amortization of a previously terminated swap.

During the year ended December 31, 2024, the Company recorded an immaterial reduction in Interest expense related to the amortization of terminated swaps.

Amounts reported in AOCI related to derivatives will be reclassified to Interest expense as interest payments are made on the Company’s variable‑rate debt.

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Derivative instruments not designated as hedging instruments:

Interest rate cap 285,000 2.00 % 3/12/2021 9/15/2023 $ — $ 5,748

Interest rate cap 83,200 2.00 % 3/12/2021 9/15/2023 — 1,677

Interest rate cap 75,000 2.50 % 10/12/2021 9/29/2025 2,274 3,791

Interest rate cap 59,500 2.50 % 10/12/2021 9/29/2025 1,804 3,007

Interest rate collar 173,477 2.00 % - 4.50 %

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6/1/2023 6/1/2025 34 440

Interest rate cap 75,000 2.50 % 10/12/2021 9/29/2025 919 2,274

Interest rate cap 59,500 2.50 % 10/12/2021 9/29/2025 729 1,804

Interest rate cap 59,619 6.00 % 6/20/2024 7/15/2026 30 —

Interest rate cap 6,924 6.00 % 6/20/2024 7/15/2026 4 —

Interest rate cap 46,875 5.25 % 12/2/2024 12/15/2026 297 —

Derivative instruments designated as hedging instruments:

Interest rate swap 615,000 2.98 % 9/21/2018 9/18/2023 $ — $ 8,262

Interest rate swap 200,000 3.69 % 1/3/2023 1/1/2027 117 978

Interest rate cap 127,000 5.50 % 11/10/2022 11/7/2024 — 28

Interest rate cap 127,000 3.50 % 11/7/2024 11/7/2025 725 —

Interest rate cap 73,241 5.00 % 12/22/2022 12/21/2025 15 223

Interest rate swap (c) 175,000 3.69 % 1/3/2023 1/1/2027 1,062 117

Interest rate swap 40,800 1.68 % 3/1/2022 2/18/2027 1,979 2,496

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Total fair value derivative assets $ 9,082 $ 10,318

Total fair value derivative liabilities — —

Total fair value derivatives asset (liability), net $ 10,318 $ 30,860

(a) These rates represent the swap rate and cap strike rate on HHH’s interest rate swaps, caps, and collars.

(b) Interest income related to these contracts was $ 1.4 million in 2024 and $ 0.5 million in 2023.

(c) In the first quarter of 2024, the Company terminated a portion of this swap, reducing the notional amount from $ 200.0 million to $ 175.0 million.

The tables below present the effect of the Company’s derivative financial instruments on the Consolidated Statements of Operations for the years ended December 31:

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Interest expense $ 4,497 $ 13,131 $ ( 6,041 )

Credit-risk-related Contingent Features The Company has agreements with certain derivative counterparties that contain a provision where if the Company defaults on any of its indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its derivative obligations.

The Company also has agreements with certain derivative counterparties that contain a provision where the Company could be declared in default on its derivative obligations if repayment of the underlying indebtedness is accelerated by the lender due to the Company’s default on the indebtedness.

Credit-risk-related Contingent Features The Company has agreements at the property level with certain derivative counterparties that contain a provision where if the Company defaults on the related property-level indebtedness, including default where repayment of the indebtedness has not been accelerated by the lender, then the Company could also be declared in default on its related derivative obligations.

No ne of the Company’s derivatives which contain credit-risk-related features were in a net liability position as of December 31, 2024.

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In management’s opinion, the liabilities, if any, that may ultimately result from normal course of business legal actions are not expected to have a material effect on the Company’s consolidated financial position, results of operations, or liquidity.

Timarron Park On June 14, 2018, the Company was served with a petition involving approximately 500 individuals or entities who claim that their properties, located in the Timarron Park neighborhood of The Woodlands, were damaged by flood waters that resulted from the unprecedented rainfall that occurred throughout Harris County and surrounding areas during Hurricane Harvey in August 2017.

Columbia The Company is currently developing certain property it owns in the Lakefront neighborhood of Downtown Columbia, which is subject to certain recorded documents, covenants, and restrictions (Covenants).

Under the Covenants, HHH is the master developer of the Lakefront neighborhood.

In 2017, IMH Columbia, LLC (IMH) purchased the site of a former Sheraton Hotel (Hotel Lot) subject to the Covenants.

IMH has made demands that HHH accede to IMH’s development plans for the Hotel Lot and HHH has exercised its right under the Covenants to object to IMH’s plans for the Hotel Lot.

IMH filed a complaint seeking (1) a declaration that (A) HHH gave its consent, under the Covenants, to IMH’s proposed changes in use and onsite parking, or (B) that the limitations under the Covenants are obsolete and unenforceable, (2) damages reimbursing the costs and expenses IMH claims to have incurred in reliance on HHH's alleged consent to IMH’s proposed development, (3) damages related to the expectation of lost profits, which IMH alleges were caused by HHH breaching the Covenants by prohibiting IMH from proceeding with their proposed development, and (4) declarations finding that HHH had breached the shared parking related Covenants relating to HHH’s own property.

The jury trial concluded in April 2024, and the jury found partially in favor of IMH and awarded damages of $ 17.0 million, which will accrue post-judgment interest of 10 % annually from the date of the final judgment.

The Company has filed a notice of appeal and will continue to defend the matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint.

Timarron Park In June 2018, the Company was served with a petition involving approximately 500 individuals or entities who claim that their properties, located in the Timarron Park neighborhood of The Woodlands, were damaged by flood waters that resulted from the unprecedented rainfall that occurred throughout Harris County and surrounding areas during Hurricane Harvey in August 2017.

The complaint was filed in State Court in Harris County of the State of Texas.

In general, the plaintiffs allege negligence in the development of Timarron Park and violations of Texas’ Deceptive Trade Practices Act and name as defendants The Howard Hughes Corporation, The Woodlands Land Development Company, and two unaffiliated parties involved in the planning and engineering of Timarron Park.

The plaintiffs are seeking restitution for damages to their property and diminution of their property values.

On August 9, 2022, the Court granted the Company’s summary judgment motions and dismissed the plaintiffs’ claims.

On September 8, 2022, the plaintiffs filed a motion for a new trial.

On October 21, 2022, the Court denied the motion for a new trial.

On November 7, 2022, the Plaintiffs filed their notice of appeal.

The Company will continue to vigorously defend the matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint.

The plaintiffs are seeking restitution for damages to their properties and diminution of their property values.

In August 2022, the Court granted the Company’s summary judgment motions and dismissed the plaintiffs’ claims.

The Plaintiffs appealed the Company’s summary judgment win on Plaintiffs’ claims for negligence and negligent undertaking.

Plaintiffs did not appeal the Company’s summary judgment win on the rest of the Plaintiffs’ causes of action.

A Court of Appeals three-judge panel affirmed the trial court’s decision, and the Plaintiffs filed a motion for rehearing, which is currently pending.

The Company will continue to defend the matter as it believes that these claims are without merit and that it has substantial legal and factual defenses to the claims and allegations contained in the complaint.

Based upon the present status of this matter, the Company does not believe it is probable that a loss will be incurred.

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Waiea The Company entered into a settlement agreement with the Waiea homeowners association related to certain construction defects at the condominium tower.

Pursuant to the settlement agreement, the Company will pay for the repair of the defects.

The Company believes that the general contractor is ultimately responsible for the defects and as such the Company should be entitled to recover all the repair costs from the general contractor, other responsible parties, and insurance proceeds;

however, the Company can provide no assurances that all or any portion of the costs will be recovered.

Total estimated cost related to the remediation is $ 155.4 million, inclusive of $ 16.1 million of additional anticipated costs recognized in 2023.

As of December 31, 2023, a total of $ 8.7 million remains in Construction payables for the estimated repair costs related to this matter, which is included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets.

250 Water Street In 2021, the Company received the necessary approvals for its 250 Water Street development project, which includes a mixed-use development with affordable and market-rate apartments, community-oriented spaces, and office space.

In May 2021, the Company received approval from the New York City Landmarks Preservation Commission (LPC) on its proposed design for the 250 Water Street site.

The Company received final approvals in December 2021 through the New York City Uniform Land Use Review Procedure known as ULURP, which allowed the necessary transfer of development rights to the parking lot site.

The Company began initial foundation and voluntary site remediation work in the second quarter of 2022 and completed remediation work in December 2023.

The Company has prevailed in various lawsuits filed in 2021 and 2022 challenging the development approvals in order to prevent construction of this project.

In September 2021, the New York State Supreme Court dismissed on procedural grounds a lawsuit challenging the LPC approval.

In February 2022, an additional lawsuit was filed in New York State Supreme Court by opponents of the project challenging the land use approvals for 250 Water Street previously granted to the Company under the ULURP, and in August 2022 the Court ruled in the Company’s favor, denying all claims of the petitioners.

The same petitioners subsequently filed a request to reargue and renew the case, which the Court rejected in January 2023.

Pursuant to the settlement agreement, the Company agreed to pay for the repair of the defects.

However, as the Company believed the general contractor was ultimately responsible for the defects, the Company sought to recover the repair costs from the general contractor, other responsible parties, and insurance proceeds.

Total estimated cost related to the remediation was $ 158.4 million, inclusive of $ 3.0 million of additional costs recognized in the first quarter of 2024.

The sixth and final amendment of resolution of disputes and release agreement was executed during the first quarter of 2024, thereby releasing the Company from any further claims or demands from the Waiea homeowners association arising from or relating to the construction or repair of the condominium project.

As of December 31, 2024, $ 0.4 million remains in Construction payables for the estimated repair costs related to this matter, which is included in Accounts payable and other liabilities in the accompanying Consolidated Balance Sheets.

In July 2024, the Company executed a settlement agreement with the general contractor, the Waiea homeowners association, and various insurance carriers.

As part of this settlement, the Company received $ 90.0 million of insurance proceeds from various insurance carriers during the third quarter of 2024, which was recognized in Other income (loss), net in the accompanying Consolidated Statements of Operations.

The amount received represents the full payout of the related insurance policy and per the executed agreement the Company agreed to release the general contractor and the insurance carriers from any further claims related to the construction defects at the condominium tower.

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A separate lawsuit was filed in July 2022 again challenging the Landmarks Preservation Commission approval.

In January 2023, a Court ruled in favor of the petitioners vacating the Certificate of Appropriateness (COA) issued by the LPC.

The Company immediately appealed this decision to the New York State Supreme Court’s Appellate Division, and on June 6, 2023, an Appellate Division panel of five judges unanimously reversed the lower Court’s decision, reinstating the COA.

Subsequently, on June 29, 2023, petitioners filed a motion requesting reargument or, in the alternative, permission to appeal the decision of the Appellate Division to the New York State Court of Appeals.

On August 31, 2023, the Appellate denied petitioners’ motion in full.

Subsequently, petitioners filed a motion in the Court of Appeals for permission to appeal to that court.

The decision on the motion by the Court of Appeals is pending.

Although it is not possible to predict with certainty the outcome of petitioners’ motion, such requests are rarely granted and there is no further judicial recourse after the Court of Appeals.

If the pending motion for permission to appeal were to be granted by the Court of Appeals, the Company believes the Appellate Division’s ruling will be upheld based on the substantial legal and factual arguments supporting its decision.

The lawsuit is not seeking monetary damages as the petitioners are seeking to enjoin the Company from moving forward with the development of 250 Water Street.

Because the Company believes that a potential loss is not probable or estimable, it has not recorded any reserves or contingencies related to this legal matter.

Also, as part of this settlement agreement, the Company agreed to pay the general contractor $ 22.0 million, representing the final payment of project costs previously incurred by the general contractor.

This amount was paid in September 2024, and as the Company had $ 9.9 million accrued at December 31, 2023, related to these costs, the difference of $ 12.1 million was recognized in Condominium rights and units cost of sales in the accompanying Consolidated Statements of Operations.

Kō'ula On January 25, 2025, the Association of Unit Owners of Kō'ula (AOUO) provided notice of a claim filed against the Howard Hughes Corporation, and alleged affiliated entities, in the Circuit Court of First Circuit, State of Hawaii.

This claim is a building-wide construction matter alleging unspecified construction defects.

As the Company is awaiting information from the AOUO identifying its claims with specificity, the Company has not accrued any amount related to this claim as no estimate can be made at this time.

The Company does have an insurance policy to cover legal fees and defect repairs, if necessary.

Letters of Credit and Surety Bonds As of December 31, 2024, the Company had outstanding letters of credit totaling $ 3.9 million and surety bonds totaling $ 353.8 million.

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See Note 17 - Leases for further discussion.

Contractual rental expense, including participation rent, was $ 5.3 million for the year ended December 31, 2023, $ 5.6 million for the year ended December 31, 2022, and $ 7.2 million for the year ended December 31, 2021.

The amortization of above and below‑market ground leases and straight‑line rents included in the contractual rent amount was not significant.

Guarantee Agreements The Company evaluates the likelihood of future performance under the below guarantees and, as of December 31, 2023 and 2022, there were no events requiring financial performance under the following guarantees.

Floreo In October 2022, Floreo, the Company’s 50 % owned joint venture in Teravalis, closed on a $ 165 million bond financing with Mizuho Capital Markets, LLC (Mizuho).

Guaranty Agreements The Company evaluates the likelihood of future performance under the below guarantees and, as of December 31, 2024 and 2023, there were no events requiring financial performance under the following guarantees.

Seaport Entertainment Guaranty Immediately prior to the spinoff, 250 Seaport District, LLC (SEG Borrower), then a subsidiary of HHH, refinanced the existing mortgage loan related to the 250 Water Street property.

This included the repayment of the existing mortgage loan payable with a carrying value of $ 113.4 million and the incurrence of $ 61.3 million in new mortgage indebtedness (SEG Term Loan).

As part of the refinancing, SEG Borrower also entered into a total return swap with a third-party lender to provide credit support for the SEG Term Loan, which was supported by a guaranty provided by a separate subsidiary of HHH (HHH Guarantor).

The SEG Term Loan and related total return swap were included in the liabilities transferred to Seaport Entertainment upon completion of the spinoff.

As a result, following the spinoff, HHH Guarantor now provides a full backstop guaranty for the SEG Term Loan.

The SEG Term Loan agreement is scheduled to mature on July 1, 2029.

Collateral for the loan includes the 250 Water Street property which was transferred to SEG upon completion of the spinoff.

Under the terms of SEG’s loan agreement, the Loan-to-Value (LTV) ratio must not exceed certain thresholds.

In the event the LTV ratio exceeds the applicable threshold, SEG must pay down the loan to an amount that would result in an LTV ratio under the applicable threshold.

In the event SEG fails to make any necessary payments when due, HHH Guarantor is required to make all payments in full.

In consideration of HHH Guarantor providing such guaranty, SEG will pay the Company an annualized guaranty fee equal to 2.0 % of the total outstanding principal, paid monthly.

The Company’s maximum exposure under this guaranty is equal to the outstanding principal and interest balance at the end of each period.

Given the value of the 250 Water Street property collateral, the Company does not expect to have to perform under this guaranty.

As of December 31, 2024, the SEG Term Loan LTV ratio is under the applicable threshold.

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Floreo In October 2022, Floreo, the Company’s 50 %-owned joint venture in Teravalis, closed on a $ 165 million bond financing.

Outstanding borrowings as of December 31, 2024, were $ 158.6 million.

A wholly owned subsidiary of the Company (HHC Member) provided a guarantee for the bond in the form of a collateral maintenance commitment under which it will post refundable cash collateral if the Loan-to-Value (LTV) ratio exceeds 50 %.

A separate wholly owned subsidiary of the Company also provided a backstop guarantee of up to $ 50 million of the cash collateral commitment in the event HHC Member fails to make necessary payments when due.

A wholly owned subsidiary of the Company (HHC Member) provides a guaranty for the bond in the form of a collateral maintenance commitment under which it will post refundable cash collateral if the Loan-to-Value ratio exceeds 50 %.

A separate wholly owned subsidiary of the Company also provides a backstop guaranty of up to $ 50 million of the cash collateral commitment in the event HHC Member fails to make necessary payments when due.

The cash collateral becomes nonrefundable if Floreo defaults on the bond obligation.

The Company received a fee of $ 5.0 million in exchange for providing this guarantee, which was recognized in Accounts payable and other liabilities on the Consolidated Balance Sheets as of December 31, 2023.

The Company received a fee of $ 5.0 million in exchange for providing this guaranty, which was recognized in Accounts payable and other liabilities on the Consolidated Balance Sheets as of December 31, 2024.

This liability amount will be recognized in Other income (loss), net in a manner that corresponds to the bond repayment by Floreo.

The Company’s maximum exposure under this guarantee is equal to the cash collateral that the Company may be obligated to post.

The Company’s maximum exposure under this guaranty is equal to the cash collateral that the Company may be obligated to post.

As of December 31, 2024, the Company has not posted any cash collateral.

Given the existence of other collateral including the undeveloped land owned by Floreo, the entity’s extensive and discretionary development plan, and its eligibility for reimbursement of a significant part of the development costs from the Community Facility District in Arizona, the Company does not expect to have to post collateral.

Tin Building In conjunction with the execution of the ground lease for the Seaport, the Company executed a completion guarantee for the core and shell construction of the Tin Building.

The core and shell construction was completed in the fourth quarter of 2021, and the remainder of construction was completed in the third quarter of 2022.

The Company received the necessary approvals from the New York City Economic Development Corporation to relinquish the guarantee in early 2023.

Downtown Columbia The Company’s wholly owned subsidiaries agreed to complete defined public improvements and to indemnify Howard County, Maryland, for certain matters as part of the Downtown Columbia Redevelopment District TIF bonds.

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Management has concluded that, as of December 31, 2024, any obligations to pay special taxes are not probable.

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Ward Village As part of the Company’s development permits with the Hawai‘i Community Development Authority for the condominium towers at Ward Village, the Company entered into a guarantee whereby it is required to reserve 20 % of the residential units for local residents who meet certain maximum income and net worth requirements.

This guarantee, which is triggered once the necessary permits are granted and construction commences, was satisfied for Waiea, Anaha, and Ae‘o, with the opening of Ke Kilohana, which is a workforce tower fully earmarked to fulfill this obligation for the first four towers.

Ward Village As part of the Company’s development permits with the Hawai‘i Community Development Authority for the condominium towers at Ward Village, the Company entered into a guaranty whereby it is required to reserve 20 % of the residential units for local residents who meet certain maximum income and net worth requirements.

This guaranty, which is triggered once the necessary permits are granted and construction commences, was satisfied for Waiea, Anaha, and Ae`o, with the opening of Ke Kilohana, which is a workforce tower fully earmarked to fulfill this obligation for the first four towers.

The reserved units for ‘A‘ali‘i tower are included in the ‘A‘ali‘i tower.

Units for Kō‘ula, Victoria Place, and The Park Ward Village will be satisfied with the construction of Ulana Ward Village, which is a second workforce tower fully earmarked to fulfill the remaining reserved housing guarantee in the community.

Units for Kō‘ula, Victoria Place, The Park Ward Village, and Kalae will be satisfied with the construction of Ulana Ward Village, which is a second workforce tower fully earmarked to fulfill the remaining reserved housing guaranty in the community.

Ulana Ward Village began construction in early 2023.

Stock-Based Compensation Plans

In May 2020, the Company’s shareholders approved The Howard Hughes Corporation 2020 Equity Incentive Plan (the 2020 Equity Plan).

In May 2020, the Company’s stockholders approved The Howard Hughes Corporation 2020 Equity Incentive Plan (the 2020 Equity Plan).

Pursuant to the 2020 Equity Plan, 1,350,000 shares of the Company’s common stock were reserved for issuance.

The 2020 Equity Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards (collectively, the Awards).

The 2020 Equity Plan provides for grants of stock options, stock appreciation rights, restricted stock, restricted stock units, and other stock-based awards.

Employees, directors, and consultants of the Company are eligible for Awards.

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As of December 31, 2024, there were a maximum of 598,842 HHH shares available for future grants under the 2020 Equity Plan.

Prior to the spinoff of SEG, the Company had outstanding stock-based compensation awards in the form of stock options and RSAs, which were settleable in shares of common stock of HHH.

At the time of the spinoff, all of these Awards were modified to adjust the number of HHH shares by certain ratios and/or allocation factors.

The stock options were modified into HHH stock options and SEG stock options based on the applicable ratios and/or allocation factors.

In addition, the growth targets for the RSAs based on Net Asset Value and related performance conditions were revised to carve out the impact of the spinoff.

Also, the market conditions related to TSR targets were evaluated as of the spinoff date for the TSR-based RSAs and then modified to time-based, service conditions only.

The number of grantees affected by the modification was 193 and the total incremental stock-based compensation cost resulting from the modification is $ 1.6 million.

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The following summarizes stock-based compensation expense, net of amounts capitalized to development projects, for the years ended December 31:

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(b) Amounts shown are net of $ 3.9 million capitalized to development projects in 2024, $ 4.6 million capitalized to development projects in 2023, and $ 4.8 million capitalized to development projects in 2022.

Stock Options There were no grants or exercises of stock options in 2023.

Stock Options As a result of the modification, 102,337 HHH stock options were cancelled representing all outstanding HHH stock options as of the modification date and replaced with 110,255 new HHH stock options granted on the modification date.

The weighted-average exercise price for stock options granted is based on the post-spinoff exercise price for these awards.

There were no other stock options granted during 2024 and no exercises in 2024.

There were no grants no r exercises of stock options in 2023.

The following table summarizes stock option activity:

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134,337 $ 108.76

Granted 110,255 94.86

Forfeited ( 113,414 ) 103.17

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46,861 $ 114.98 1.9 $ —

The total intrinsic value of stock options exercised was $ 0.1 million during 2022 and $ 2.6 million during 2021, based on the difference between the market price at the exercise date and the exercise price.

Cash received from stock option exercises was $ 0.3 million in 2022 and $ 4.1 million in 2021.

There were no stock options exercised during 2023.

The total intrinsic value of stock options exercised was $ 0.1 million during 2022, based on the difference between the market price at the exercise date and the exercise price.

Cash received from stock option exercises was $ 0.3 million in 2022.

The tax benefit from these exercises was immaterial.

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The fair value of stock option awards is determined using the Black-Scholes option-pricing model with the following assumptions:

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The fair value on the grant date and the significant assumptions used in the Black‑Scholes option‑pricing model are as follows:

Weighted-average grant date fair value $ 37.70 $ 41.52

Expected life of options (in years) 7.5 7.5

Risk-free interest rate 3.4 % 1.2 %

Expected volatility 50.3 % 36.5 %

Expected annual dividend per share — —

2024 2023 2022

Weighted-average grant date fair value $ 11.16 N/A $ 37.70

Expected life of options (in years) (a) 3.3 N/A 7.5

Risk-free interest rate 4.3 % N/A 3.4 %

Expected volatility 30.6 % N/A 50.3 %

Expected annual dividend per share — N/A —

(a) The expected life of options granted in 2024 is the expected time to exercise from the modification date as determined by the Black-Scholes option-pricing model.

Generally, options granted vest over requisite service periods, expire ten years after the grant date and generally do not become exercisable until their restrictions on exercise lapse after the five-year anniversary of the grant date.

The balance of unamortized stock option expense as of December 31, 2023, is $ 0.9 million, which is expected to be recognized over a weighted‑average period of 2.6 years.

The balance of unamortized stock option expense as of December 31, 2024, was $ 0.3 million, which is expected to be recognized over a weighted‑average period of 1.4 years.

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Restricted Stock Restricted stock awards issued under the 2020 Equity Plan provide that shares awarded may not be sold or otherwise transferred until restrictions have lapsed as established by the Compensation Committee.

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The management awards generally vest over a range of three to five years , and non‑employee director awards generally vest in approximately one year .

As a result of the modification, 528,710 restricted stock awards were cancelled representing all unvested restricted stock awards as of the modification date and replaced with 438,266 new restricted stock awards granted on the modification date.

The weighted-average grant date fair value for restricted stock granted due to modification is based on the fair value at date of modification.

The following table summarizes restricted stock activity:

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The grant date fair value of restricted stock is based on the closing price of common stock at grant date.

For restricted stock awards that vest based on shareholder returns, the grant date fair value is calculated using a Monte-Carlo approach which simulates the Company’s stock price on the corresponding vesting dates and is reflected at the target level of performance.

For restricted stock awards that vest based on stockholder returns, the grant date fair value is calculated using a Monte-Carlo approach which simulates the Company’s stock price on the corresponding vesting dates and is reflected at the target level of performance.

For restricted stock awards that vest based on net asset value per share, the grant date fair value is calculated using a Monte-Carlo approach which simulates the Company’s net asset value on the vesting date and is reflected at the target level of performance.

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The balance of unamortized restricted stock expense as of December 31, 2024, was $ 17.5 million, which is expected to be recognized over a weighted‑average period of 1.7 years.

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Deferred income taxes are accounted for using the asset and liability method.

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Total $ 80,184 $ 26,418 $ 82,196

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Reconciliation of the Income tax expense (benefit) if computed at the U.S.

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thousands except percentages 2024 2023 2022

Income (loss) before income taxes $ ( 715,265 ) $ 245,136 $ 64,077

Income (loss) from continuing operations before income taxes $ 365,399 $ 109,828 $ 334,905

federal statutory tax rate 21.0 % 21.0 % 21.0 %

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Net (income) loss attributable to noncontrolling interests 149 ( 51 ) ( 22 )

Tax expense (benefit) on tax credits ( 11,456 ) — ( 395 )

Income tax expense (benefit) $ 80,184 $ 26,418 $ 82,196

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The remaining $ 258.1 million of carryforwards have varying carryforward periods through 2044.

A valuation allowance has been recorded against the deferred tax benefit related to a majority of the state net operating loss carryforwards.

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The following summarizes tax effects of temporary differences and carryforwards included in the net deferred tax liabilities as of December 31:

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Deferred tax assets:

Operating and Strategic Developments properties and fixed assets $ 204,228 $ 22,447

Operating and development properties and fixed assets $ — $ 204,532

Investments in unconsolidated ventures — 11,577

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Master Planned Communities properties $ ( 209,067 ) $ ( 205,611 )

Operating and development properties and fixed assets ( 26,828 ) —

Deferred income ( 81,073 ) ( 76,329 )

Accounts receivable ( 19,202 ) ( 18,686 )

Other — ( 175 )

Investments in unconsolidated ventures ( 2,833 ) —

Total deferred tax liabilities ( 339,003 ) ( 300,626 )

Total net deferred tax liabilities $ ( 142,100 ) $ ( 84,293 )

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The deferred tax liability associated with the Company’s MPCs is largely attributable to the difference between the basis and value determined as of the date of the acquisition by its predecessors adjusted for sales that have occurred since that time.

7 unchanged sentences

The Company had no unrecognized tax benefits for the years ended December 31, 2024, 2023, or 2022, and therefore did no t recognize any interest expense or penalties on unrecognized tax benefits.

In 2017, the Company entered into warrant agreements with its then Chief Executive Officer, David R.

Weinreb, (Weinreb Warrant) and then President, Grant Herlitz, (Herlitz Warrant) to acquire 1,965,409 shares and 87,951 shares of common stock for the purchase price of $ 50.0 million and $ 2.0 million, respectively.

The purchase prices paid by the respective executives for the Weinreb Warrant and the Herlitz Warrant, which qualify as equity instruments, were credited to Additional paid-in capital.

In October 2019, in connection with their respective terminations of employment, the Weinreb Warrant became exercisable at an exercise price of $ 124.64 per share, and the Herlitz Warrant became exercisable at an exercise price of 117.01 per share.

Both warrants expired in 2023 without being exercised.

HHH 2023 FORM 10-K | 103

FINANCIAL STATEMENTS

Index to Financial Statements

Accumulated Other Comprehensive Income (Loss)

4 unchanged sentences

(Gain) loss reclassified to net income 6,041

Reclassification of the Company's share of previously deferred derivative gains to net income (a) ( 6,723 )

Pension adjustment ( 183 )

Share of investee’s other comprehensive income 5,721

Net current-period other comprehensive income (loss) 24,792

3 unchanged sentences

(Gain) loss reclassified to net income ( 13,131 )

Reclassification of the Company's share of previously deferred derivative gains to net income (a) ( 6,723 )

Pension adjustment 259

9 unchanged sentences

Refer to Note 3 - Investments in Unconsolidated Ventures for additional information.

HHH 2024 FORM 10-K | 94

FINANCIAL STATEMENTS

Index to Financial Statements

The following table summarizes the amounts reclassified out of AOCI for the years ended December 31:

3 unchanged sentences

(Gains) losses on cash flow hedges $ ( 5,821 ) $ ( 16,970 ) Interest expense

Company's share of previously deferred derivative gains — ( 8,636 ) Equity in earnings (losses) from unconsolidated ventures

Income taxes on (gains) losses on cash flow hedges 1,324 3,839 Income tax expense (benefit)

Total reclassifications of (income) loss for the period $ ( 4,497 ) $ ( 13,131 )

HHH 2023 FORM 10-K | 104

FINANCIAL STATEMENTS

Index to Financial Statements

Earnings Per Share

2 unchanged sentences

The dilutive effect of options and non-vested stock issued under stock‑based compensation plans is computed using the treasury stock method.

The dilutive effect of the warrants is computed using the if-converted method.

The dilutive effect of the warrants, which expired without being exercised in 2023, was computed using the if-converted method.

Information related to the Company’s EPS calculations is summarized for the years ended December 31 as follows:

1 unchanged sentence

Net income (loss)

Net income (loss) $ ( 551,530 ) $ 184,636 $ 48,924

Net income (loss) from continuing operations $ 285,215 $ 83,410 $ 252,709

Net (income) loss attributable to noncontrolling interests 711 ( 243 ) ( 103 )

Net income (loss) from continuing operations attributable to common stockholders 285,926 83,167 252,606

Net income (loss) from discontinued operations ( 88,223 ) ( 634,940 ) ( 68,073 )

Net income (loss) attributable to common stockholders $ 197,703 $ ( 551,773 ) $ 184,533

3 unchanged sentences

Net income (loss) per common share

Basic income (loss) per share $ ( 11.13 ) $ 3.65 $ 1.03

Diluted income (loss) per share $ ( 11.13 ) $ 3.65 $ 1.03

Basic income (loss) per share — continuing operations $ 5.75 $ 1.68 $ 5.00

Basic income (loss) per share — discontinued operations $ ( 1.78 ) $ ( 12.81 ) $ ( 1.35 )

Basic income (loss) per share — attributable to common stockholders $ 3.98 $ ( 11.13 ) $ 3.65

Diluted income (loss) per share — continuing operations $ 5.73 $ 1.68 $ 5.00

Diluted income (loss) per share — discontinued operations $ ( 1.77 ) $ ( 12.80 ) $ ( 1.35 )

Diluted income (loss) per share — attributable to common stockholders $ 3.96 $ ( 11.12 ) $ 3.65

Anti-dilutive shares excluded from diluted EPS

4 unchanged sentences

During the first quarter of 2022, the Company repurchased an additional 1,579,646 shares of its common stock, for $ 153.4 million, or approximately $ 97.10 per share, thereby completing all authorized purchases under the October 2021 plan.

HHH 2024 FORM 10-K | 95

FINANCIAL STATEMENTS

Index to Financial Statements

In March 2022, the Board authorized an additional 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.

2 unchanged sentences

All purchases were funded with cash on hand.

HHH 2023 FORM 10-K | 105

FINANCIAL STATEMENTS

Index to Financial Statements

Revenues from contracts with customers (excluding lease-related revenues) are recognized when control of the promised goods or services is transferred to the Company’s customers in an amount that reflects the consideration the Company expects to be entitled to in exchange for those goods or services.

17 unchanged sentences

Master Planned Communities revenues 522,925 448,452 408,365

Seaport revenues 81,971 88,468 55,008

Strategic Developments revenues 783,396 49,987 679,763

19 unchanged sentences

These performance obligations primarily relate to the completion of condominium construction and transfer of control to a buyer, as well as the completion of contracted MPC land sales and related land improvements.

These obligations are associated with contracts that generally are non-cancelable by the customer after 30 days;

These obligations are associated with contracts that generally are non-cancelable by the customer after 30 days for all Ward Village condominiums and after 6 days for The Ritz-Carlton Residences;

however, purchasers of condominium units have the right to cancel the contract should the Company elect not to construct the condominium unit within a certain period of time or materially change the design of the condominium unit.

The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations as of December 31, 2023, is $ 2.8 billion.

The aggregate amount of the transaction price allocated to the Company’s remaining unsatisfied performance obligations as of December 31, 2024, was $ 3.1 billion.

The Company expects to recognize this amount as revenue over the following periods:

13 unchanged sentences

The Company’s lessee agreements consist of operating leases primarily for ground leases and other real estate.

The Company’s leases have remaining lease terms of less than 2 years to approximately 50 years, excluding extension options.

The Company’s leases have remaining lease terms of approximately 2 years to approximately 25 years, excluding extension options.

The Company considers its strategic plan and the life of associated agreements in determining when options to extend or terminate lease terms are reasonably certain of being exercised.

4 unchanged sentences

The Company leases certain buildings and office space constructed on its ground leases to third parties.

The Company’s operating leases primarily relate to the Seaport ground leases.

The Company’s leased assets and liabilities are as follows:

2 unchanged sentences

Operating lease obligations $ 5,456 $ 5,362

The components of lease cost for the years ended December 31 are as follows:

thousands 2023 2022

Operating lease cost $ 6,829 $ 7,449

Variable lease cost 975 904

Total lease cost $ 7,804 $ 8,353

HHH 2024 FORM 10-K | 97

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Operating leases 7.1 % 7.4 %

Lessor Arrangements The Company receives rental income from the leasing of retail, office, multi-family, and other space under operating leases, as well as certain variable tenant recoveries.

Such operating leases are with a variety of tenants and have a remaining average term of approximately four years .

Lessor Arrangements The Company receives rental income from the leasing of retail, office, multifamily, and other space under operating leases, as well as certain variable tenant recoveries.

Operating leases for retail, office, and other properties are with a variety of tenants and have a remaining average term of approximately five years .

Lease terms generally vary among tenants and may include early termination options, extension options, and fixed rental rate increases or rental rate increases based on an index.

Multifamily leases generally have a term of 12 months or less.

Minimum rent revenues related to operating leases are as follows:

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Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants.

Minimum rent revenues reported on the Consolidated Statements of Operations also include amortization related to above and below‑market tenant leases on acquired properties.

Minimum rent revenues reported on the Consolidated Statements of Operations also include amortization related to above-market and below‑market tenant leases on acquired properties.

HHH 2024 FORM 10-K | 98

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Index to Financial Statements

The Company has four business segments that offer different products and services.

HHH’s four segments are managed separately because each requires different operating strategies or management expertise and are reflective of management’s operating philosophies and methods.

Because the Company’s four segments, Operating Assets, MPC, Seaport, and Strategic Developments, are managed separately, the Company uses different operating measures to assess operating results and allocate resources among them.

The one common operating measure used to assess operating results for the Company’s business segments is earnings before tax (EBT).

EBT, as it relates to each business segment, includes the revenues and expenses of each segment, as shown below.

EBT excludes corporate expenses and other items that are not allocable to the segments.

The Company presents EBT for each segment because the Company use this measure, among others, internally to assess the core operating performance of the Company’s assets.

In 2024, the Company completed the spinoff of Seaport Entertainment Group Inc.

which included all assets in the previously reported Seaport segment and the Las Vegas Aviators and Las Vegas Ballpark previously included in the Operating Assets segment.

These assets are now disclosed as discontinued operations in the current and prior periods.

See Note 2 - Discontinued Operations for additional information on the spinoff transaction.

The Company has three business segments, Operating Assets, MPC, and Strategic Developments, which are organized based on the different products and services that each segment offers, and are separately managed as each requires different operating strategies or management expertise reflective of management’s operating philosophies and methods.

The Company’s segments or assets within such segments could change in the future as development of certain properties commences or other operational or management changes occur.

All operations are within the United States.

The Company’s reportable segments are as follows:

– Operating Assets – consists of developed or acquired retail, office, and multi-family properties along with other real estate investments.

These properties are currently generating revenues and may be redeveloped, repositioned, or sold to improve segment performance or to recycle capital.

Activity within each of the Company’s reportable segments is as follows:

– Operating Assets – consists of developed or acquired retail, office, and multifamily properties along with other real estate investments.

These properties are currently generating rental revenues and may be redeveloped, repositioned, or sold to improve segment performance or to recycle capital.

– MPC – consists of the development and sale of land in large‑scale, long‑term community development projects in and around Las Vegas, Nevada;

1 unchanged sentence

and Phoenix, Arizona.

– Seaport – consists of approximately 472,000 square feet of restaurant, retail, and entertainment properties situated in three primary locations in New York City:

Pier 17, Historic Area/Uplands, and Tin Building as well as the 250 Water Street development, and equity interest in Jean-Georges Restaurants.

Revenues are primarily generated through the sale of residential and commercial land to homebuilders and developers.

– Strategic Developments – consists of residential condominium and commercial property projects currently under development and all other properties held for development which have no substantial operations.

Revenues are primarily generated from the sale of condominium units.

The Chief Operating Decision Maker (CODM), which is the Company’s Chief Executive Officer, may use different operating measures to assess operating results and allocate resources among the three segments, however the measure that is most consistent with the amounts included in the consolidated financial statements is earnings before taxes (EBT).

EBT, as it relates to each business segment, includes the revenues and expenses of each segment, as shown below.

EBT excludes corporate expenses and other items that are not allocable to the segments.

The CODM utilizes EBT to evaluate the current financial performance and project the future financial performance of each segment to determine the allocation of capital resources.

This measure is also used to evaluate the need for operational adjustments, such as adjustments to prices, cost structures, and product mix necessary to achieve profitability targets.

HHH 2024 FORM 10-K | 99

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Index to Financial Statements

Segment operating results are as follows:

thousands Operating Assets Segment (a) MPC Segment Seaport Segment Strategic Developments Segment Total

Segment EBT is as follows for the years ended December 31:

thousands Operating Assets Segment MPC Segment Strategic Developments Segment

Year Ended December 31, 2024

Total revenues $ 444,300 $ 522,925 $ 783,396

Total operating expenses ( 210,166 ) ( 193,470 ) ( 103,466 ) ( 80,472 ) ( 587,574 )

Condominium rights and unit cost of sales — — ( 582,574 )

Master Planned Communities cost of sales — ( 169,191 ) —

Operating costs ( 138,172 ) ( 52,736 ) ( 17,670 )

Rental property real estate taxes ( 55,915 ) — ( 2,480 )

(Provision for) recovery of doubtful accounts ( 504 ) — —

Segment operating income (loss) 249,709 300,998 180,672

5 unchanged sentences

Gain (loss) on extinguishment of debt ( 465 ) — —

Provision for impairment — — ( 672,492 ) — ( 672,492 )

Segment EBT $ ( 28,455 ) $ 349,134 $ 282,805

Corporate income, expenses, and other items ( 28,096 )

Net income (loss) ( 551,530 )

Net (income) loss attributable to noncontrolling interests ( 243 )

Net income (loss) attributable to common stockholders $ ( 551,773 )

Year Ended December 31, 2023

Total revenues $ 410,254 $ 448,452 $ 49,987

Total operating expenses ( 194,496 ) ( 173,905 ) ( 104,393 ) ( 504,036 ) ( 976,830 )

Condominium rights and unit cost of sales — — ( 55,417 )

Master Planned Communities cost of sales — ( 140,050 ) —

Operating costs ( 130,125 ) ( 53,420 ) ( 21,908 )

Rental property real estate taxes ( 52,502 ) — ( 3,147 )

(Provision for) recovery of doubtful accounts 2,762 — —

Segment operating income (loss) 230,389 254,982 ( 30,485 )

6 unchanged sentences

Segment EBT $ ( 27,057 ) $ 341,419 $ ( 17,306 )

Corporate income, expenses, and other items ( 245,434 )

Net income (loss) 184,636

Net (income) loss attributable to noncontrolling interests ( 103 )

Net income (loss) attributable to common stockholders $ 184,533

Year Ended December 31, 2022

Total revenues $ 401,304 $ 408,365 $ 679,763

Total operating expenses ( 209,020 ) ( 193,851 ) ( 77,198 ) ( 436,698 ) ( 916,767 )

Condominium rights and unit cost of sales — — ( 483,983 )

Master Planned Communities cost of sales — ( 119,466 ) —

Operating costs ( 118,416 ) ( 54,439 ) ( 19,001 )

Rental property real estate taxes ( 51,069 ) — ( 1,052 )

(Provision for) recovery of doubtful accounts ( 629 ) — —

Segment operating income (loss) 231,190 234,460 175,727

5 unchanged sentences

Gain (loss) on extinguishment of debt ( 2,230 ) — —

Provision for impairment — — — ( 13,068 ) ( 13,068 )

Segment EBT $ 46,555 $ 282,987 $ 190,238

Corporate income, expenses, and other items ( 247,733 )

Net income (loss) 48,924

Net (income) loss attributable to noncontrolling interests 7,176

Net income (loss) attributable to common stockholders $ 56,100

HHH 2024 FORM 10-K | 100

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Index to Financial Statements

(a) Total revenues includes hospitality revenues of $ 35.6 million for the year ended December 31, 2021.

Total operating expenses includes hospitality operating costs of $ 30.5 million for the year ended December 31, 2021.

In September 2021, the Company completed the sale of its three hospitality properties.

Refer to Note 3 - Acquisitions and Dispositions for additional information.

The following represents assets by segment and the reconciliation of total segment assets to Total assets in the Consolidated Balance Sheets as of December 31:

The following represents the reconciliation of segment EBT to Net income (loss) from continuing operations before income taxes in the Consolidated Statements of Operations for the years ended December 31:

thousands 2024 2023 2022

Operating Assets EBT $ ( 28,455 ) $ ( 27,057 ) $ 46,555

MPC EBT 349,134 341,419 282,987

Strategic Developments EBT 282,805 ( 17,306 ) 190,238

General and administrative ( 91,752 ) ( 86,671 ) ( 81,770 )

Gain (loss) on sale of MUD receivables ( 48,651 ) — —

Corporate interest expense, net ( 80,446 ) ( 87,243 ) ( 88,394 )

Corporate income, expenses, and other items ( 17,236 ) ( 13,314 ) ( 14,711 )

Net income (loss) from continuing operations before income taxes $ 365,399 $ 109,828 $ 334,905

The following represents the reconciliation of segment revenue to Total revenues in the Consolidated Statements of Operations for the years ended December 31:

thousands 2024 2023 2022

Operating Assets revenue $ 444,300 $ 410,254 $ 401,304

MPC revenue 522,925 448,452 408,365

Strategic Developments revenue 783,396 49,987 679,763

Corporate income 68 60 58

Total revenues $ 1,750,689 $ 908,753 $ 1,489,490

The following represents asset information by segment and the reconciliation of total segment assets to Total assets in the Consolidated Balance Sheets as of December 31:

thousands 2024 2023

Operating Assets $ 3,548,162 $ 3,448,319

Master Planned Communities 3,373,827 3,358,821

Seaport (a) 485,898 1,166,950

Strategic Developments 1,836,791 1,638,955

Total segment assets 9,061,368 9,247,608

Corporate 452,456 515,636

Discontinued operations — 615,272

Total assets $ 9,211,236 $ 9,577,003

(a) In 2023, the Company recorded a $ 709.5 million impairment charge related to the Seaport segment.

Refer to Note 4 - Impairment for additional information.

The following represents capital expenditures by segment for the years ended December 31:

thousands 2024 2023

Operating Assets $ 63,781 $ 44,342

Master Planned Communities 232 351

Strategic Developments 239,472 233,674

Corporate 740 7,028

HHH 2024 FORM 10-K | 101

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Index to Financial Statements

Quarterly Financial Information (Unaudited)

The Company completed the spinoff of SEG in the third quarter of 2024.

As the spinoff represented a strategic shift in the Company’s operations, the results of SEG are presented as discontinued operations, which resulted in retrospective changes to the Company’s Consolidated Statements of Operations.

See Note 2 - Discontinued Operations for additional information.

The following table provides summarized quarterly financial data for 2024 and 2023.

All per share amounts presented below are calculated based on whole dollars and number of shares, and therefore the sum of continuing and discontinued operations per share amounts may not recalculate to the total per share amounts.

thousands except per share amounts First

Quarter Second

Quarter Third

Quarter Fourth

Total revenues $ 156,484 $ 283,468 $ 327,147 $ 983,590

Operating income (loss) 12,608 88,464 198,339 260,510

Net income (loss) from continuing operations ( 21,000 ) 47,367 96,528 162,320

Net income (loss) from discontinued operations, net of tax ( 31,467 ) ( 26,309 ) ( 24,031 ) ( 6,416 )

Net income (loss) ( 52,467 ) 21,058 72,497 155,904

Net (income) loss attributable to noncontrolling interests ( 10 ) 34 273 414

Net income (loss) attributable to common stockholders ( 52,477 ) 21,092 72,770 156,318

Basic income (loss) per share — continuing operations $ ( 0.42 ) $ 0.95 $ 1.95 $ 3.27

Basic income (loss) per share — discontinued operations $ ( 0.63 ) $ ( 0.53 ) $ ( 0.48 ) $ ( 0.13 )

Basic income (loss) per share — attributable to common stockholders $ ( 1.06 ) $ 0.42 $ 1.46 $ 3.15

Diluted income (loss) per share — continuing operations $ ( 0.42 ) $ 0.95 $ 1.95 $ 3.25

Diluted income (loss) per share — discontinued operations $ ( 0.63 ) $ ( 0.53 ) $ ( 0.48 ) $ ( 0.13 )

Diluted income (loss) per share — attributable to common stockholders $ ( 1.06 ) $ 0.42 $ 1.46 $ 3.12

Total revenues $ 181,541 $ 185,775 $ 228,473 $ 312,964

Operating income (loss) 37,790 13,941 59,376 105,117

Net income (loss) from continuing operations 6,493 ( 7,981 ) 32,064 52,834

Net income (loss) from discontinued operations, net of tax ( 29,120 ) ( 11,160 ) ( 576,199 ) ( 18,461 )

Net income (loss) ( 22,627 ) ( 19,141 ) ( 544,135 ) 34,373

Net (income) loss attributable to noncontrolling interests ( 118 ) ( 2 ) ( 46 ) ( 77 )

Net income (loss) attributable to common stockholders ( 22,745 ) ( 19,143 ) ( 544,181 ) 34,296

Basic income (loss) per share — continuing operations $ 0.13 $ ( 0.16 ) $ 0.65 $ 1.06

Basic income (loss) per share — discontinued operations $ ( 0.59 ) $ ( 0.23 ) $ ( 11.61 ) $ ( 0.37 )

Basic income (loss) per share — attributable to common stockholders $ ( 0.46 ) $ ( 0.39 ) $ ( 10.97 ) $ 0.69

Diluted income (loss) per share — continuing operations $ 0.13 $ ( 0.16 ) $ 0.64 $ 1.06

Diluted income (loss) per share — discontinued operations $ ( 0.59 ) $ ( 0.23 ) $ ( 11.60 ) $ ( 0.37 )

Diluted income (loss) per share — attributable to common stockholders $ ( 0.46 ) $ ( 0.39 ) $ ( 10.96 ) $ 0.69

HHH 2024 FORM 10-K | 102

FINANCIAL STATEMENT SCHEDULE

4 unchanged sentences

Name of Center

Location Center Type Encumbrances (a) Land Buildings and Improvements Land (e) Buildings and Improvements (e) Land Buildings and Improvements (f) Total Accumulated Depreciation (f) Date of Construction Date Acquired / Completed

Location Center Type Encumbrances (a) Land Buildings and Improvements Land (e) Buildings and Improvements (e) Land Buildings and Improvements Total Accumulated Depreciation (f) Date of Construction Date Acquired / Completed

Bridgeland Cypress, TX MPC $ 283,000 $ 260,223 $ — $ 249,010 $ 1,708 $ 509,233 $ 1,708 $ 510,941 $ ( 886 ) 2004

1 unchanged sentence

Houston Ground Leases - Bridgeland Cypress, TX Other — 3,935 — — — 3,935 — 3,935 — Various

Lakeland Village Center at Bridgeland Cypress, TX Retail — 2,404 11,135 — 3,489 2,404 14,624 17,028 ( 3,258 ) 2015 2016

Lakeside Row Cypress, TX Multi-family 35,500 812 42,875 — 703 812 43,578 44,390 ( 7,496 ) 2018 2019

Starling at Bridgeland Cypress, TX Multi-family 37,946 1,511 57,505 — — 1,511 57,505 59,016 ( 2,459 ) 2021 2022

Wingspan Cypress, TX Multi-family 27,827 1,214 63,680 — — 1,214 63,680 64,894 ( 368 ) 2022 2023

Color Burst Park Retail (h) Columbia, MD Retail — 337 6,945 10 2,157 347 9,102 9,449 ( 832 ) 2019 2020

Columbia Office Properties (i) Columbia, MD Office — 1,175 14,394 — ( 1,294 ) 1,175 13,100 14,275 ( 6,730 ) 2004 / 2007

Columbia Parking Garages (i) Columbia, MD Other — — 42,940 — ( 157 ) — 42,783 42,783 ( 5,794 ) Various Various

Lakeside Row Cypress, TX Multifamily 35,500 812 42,875 — 543 812 43,418 44,230 ( 9,093 ) 2018 2019

One Bridgeland Green Cypress, TX Development — — 16,791 — — — 16,791 16,791 — 2024

Starling at Bridgeland Cypress, TX Multifamily 37,976 1,511 57,505 — 490 1,511 57,995 59,506 ( 4,781 ) 2021 2022

Village Green at Bridgeland Central Cypress, TX Retail 9,154 1,774 14,726 — — 1,774 14,726 16,500 ( 41 ) 2024 2024

Wingspan Cypress, TX Multifamily 49,138 1,214 72,042 — — 1,214 72,042 73,256 ( 3,263 ) 2022 2023

Color Burst Park Retail Columbia, MD Retail — 337 6,945 10 2,160 347 9,105 9,452 ( 1,217 ) 2019 2020

Columbia Ground Leases Columbia, MD Other — — 1,312 — — — 1,312 1,312 ( 18 ) 2024

Columbia Office Properties Columbia, MD Office — 1,175 14,394 — ( 1,179 ) 1,175 13,215 14,390 ( 7,184 ) 2004 / 2007

Columbia Parking Garages Columbia, MD Other — — 42,940 — ( 157 ) — 42,783 42,783 ( 6,866 ) Various Various

Columbia Predevelopment Columbia, MD Development — — 34,530 — — — 34,530 34,530 —

Juniper Columbia, MD Multi-family 117,000 3,923 112,435 — 7,124 3,923 119,559 123,482 ( 16,230 ) 2018 2020

10285 Lakefront Medical Office (h) Columbia, MD Development 4,400 — 27,195 — — — 27,195 27,195 — 2022

Juniper Columbia, MD Multifamily 117,000 3,923 112,435 — 9,098 3,923 121,533 125,456 ( 21,219 ) 2018 2020

10285 Lakefront Medical Office Columbia, MD Office 14,034 — 45,288 — — — 45,288 45,288 ( 739 ) 2022 2024

Lakefront District Columbia, MD Development — 400 80,053 ( 400 ) ( 44,992 ) — 35,061 35,061 — Various

One Mall North Columbia, MD Office 6,774 7,822 10,818 — 2,533 7,822 13,351 21,173 ( 9,385 ) 2016

Marlow Columbia, MD Multi-family 72,823 4,088 130,083 — — 4,088 130,083 134,171 ( 5,048 ) 2021 2022

6100 Merriweather (i) Columbia, MD Office 76,000 2,550 86,867 — 2,762 2,550 89,629 92,179 ( 12,987 ) 2018 2019

One Merriweather (i) Columbia, MD Office 49,800 1,433 56,125 — 1,617 1,433 57,742 59,175 ( 14,592 ) 2015 2017

Marlow Columbia, MD Multifamily 75,815 4,088 130,083 — 3,495 4,088 133,578 137,666 ( 10,250 ) 2021 2022

6100 Merriweather Columbia, MD Office 76,000 2,550 86,867 — 9,261 2,550 96,128 98,678 ( 16,415 ) 2018 2019

One Merriweather Columbia, MD Office 49,800 1,433 56,125 — 1,738 1,433 57,863 59,296 ( 16,962 ) 2015 2017

Two Merriweather Columbia, MD Office 25,600 1,019 33,016 — 6,268 1,019 39,284 40,303 ( 9,625 ) 2016 2017

Merriweather District Columbia, MD Development — — 76,808 — 10,987 — 87,795 87,795 — 2015

Merriweather Row (h) Columbia, MD Office 67,265 24,685 94,824 — 51,706 24,685 146,530 171,215 ( 38,982 ) 2012/2014

Rouse Building (h) Columbia, MD Retail 22,865 — 28,865 — 3,063 — 31,928 31,928 ( 9,198 ) 2013 2014

Teravalis Phoenix, AZ MPC — 544,546 312 278 4 544,824 316 545,140 ( 58 ) 2021

Historic District Area / Uplands New York, NY Retail — — 7,884 — 66,012 — 73,896 73,896 ( 30,799 ) 2013 2016

Pier 17 New York, NY Retail — — 468,476 — ( 218,115 ) — 250,361 250,361 ( 109,036 ) 2013 2018

85 South Street New York, NY Multi-family — 15,913 8,137 ( 11,735 ) ( 563 ) 4,178 7,574 11,752 ( 6,248 ) 2014

Tin Building New York, NY Retail — — 61,872 — — — 61,872 61,872 ( 13,963 ) 2017 2022

250 Water Street New York, NY Development 115,000 — 179,471 — ( 83,450 ) — 96,021 96,021 — 2018

199 Water Street, 28th Floor (j) New York, NY Lease — — 14,054 — 782 — 14,836 14,836 ( 12,563 ) Various Various

Merriweather Row Columbia, MD Office 66,467 24,685 94,824 — 59,149 24,685 153,973 178,658 ( 44,418 ) 2012/2014

Rouse Building Columbia, MD Retail 22,362 — 28,865 — 3,063 — 31,928 31,928 ( 10,273 ) 2013 2014

Aristocrat Las Vegas, NV Office 32,873 5,004 34,588 — 152 5,004 34,740 39,744 ( 8,113 ) 2017 2018

Constellation Las Vegas, NV Multi-family 24,200 3,069 39,759 — 2,264 3,069 42,023 45,092 ( 9,339 ) 2017

Downtown Summerlin (k)(l) Las Vegas, NV Retail/Office 1,732 30,855 364,100 — 30,257 30,855 394,357 425,212 ( 128,533 ) 2013 2014 / 2015

Hockey Ground Lease (k) Las Vegas, NV Other 161 — — 6,705 2,198 6,705 2,198 8,903 ( 348 ) 2017

Las Vegas Ballpark (m) Las Vegas, NV Other 42,990 5,318 124,391 — 2,222 5,318 126,613 131,931 ( 30,599 ) 2018 2019

Meridian (h) Las Vegas, NV Development — — 37,533 — — — 37,533 37,533 — 2022

1700 Pavilion (k) Las Vegas, NV Office 57,460 1,700 101,760 — — 1,700 101,760 103,460 ( 3,149 ) 2021 2022

Constellation Las Vegas, NV Multifamily 24,200 3,069 39,759 — 2,494 3,069 42,253 45,322 ( 10,940 ) 2017

Downtown Summerlin (g)(h) Las Vegas, NV Retail/Office 1,519 30,855 364,100 — 31,318 30,855 395,418 426,273 ( 141,906 ) 2013 2014 / 2015

Hockey Ground Lease (g) Las Vegas, NV Other 141 6,705 2,198 — — 6,705 2,198 8,903 ( 403 ) 2017

Meridian Las Vegas, NV Office 8,807 4,509 38,905 — — 4,509 38,905 43,414 ( 837 ) 2022 2024

1700 Pavilion (g) Las Vegas, NV Office 70,574 1,700 101,760 — 9,178 1,700 110,938 112,638 ( 7,214 ) 2021 2022

Two Summerlin (g) Las Vegas, NV Office 40,857 3,037 47,104 — 2,151 3,037 49,255 52,292 ( 12,979 ) 2017 2018

Summerlin (g) Las Vegas, NV MPC 81,793 990,179 — 163,556 1,180 1,153,735 1,180 1,154,915 ( 752 ) 2004

Summerlin Grocery Anchored Center (g) Las Vegas, NV Retail 3,715 4,073 35,357 — — 4,073 35,357 39,430 ( 167 ) 2023 2024

Summerlin Predevelopment Las Vegas, NV Development — — 21,177 — — — 21,177 21,177 —

Tanager (g) Las Vegas, NV Multifamily 58,616 7,331 53,978 — 661 7,331 54,639 61,970 ( 11,632 ) 2017 2019

Tanager Echo (g) Las Vegas, NV Multifamily 59,529 2,302 86,013 — — 2,302 86,013 88,315 ( 5,284 ) 2021 2023

HHH 2024 FORM 10-K | 103

3 unchanged sentences

Name of Center

Two Summerlin (k) Las Vegas, NV Office 40,865 3,037 47,104 — 1,999 3,037 49,103 52,140 ( 10,810 ) 2017 2018

Summerlin (k) Las Vegas, NV MPC 63,322 990,179 — 89,747 1,076 1,079,926 1,076 1,081,002 ( 619 ) 2004

Summerlin Grocery Anchored Center (k) Las Vegas, NV Development 114 — 10,460 — — — 10,460 10,460 — 2023

Summerlin Predevelopment Las Vegas, NV Development — — 12,796 — — — 12,796 12,796 —

Tanager (k) Las Vegas, NV Multi-family 58,633 7,331 53,978 — 351 7,331 54,329 61,660 ( 9,422 ) 2017 2019

Tanager Echo (k) Las Vegas, NV Multi-family 59,007 2,302 85,329 — — 2,302 85,329 87,631 ( 1,750 ) 2021 2023

Teravalis Phoenix, AZ MPC — 544,546 312 834 20 545,380 332 545,712 ( 99 ) 2021

The Woodlands

Creekside Park The Woodlands, TX Multi-family 37,615 729 40,116 — 891 729 41,007 41,736 ( 8,400 ) 2017 2018

Creekside Park Medical Plaza (n) The Woodlands, TX Office — 306 8,361 — — 306 8,361 8,667 ( 241 ) 2022 2022

Creekside Park The Grove The Woodlands, TX Multi-family 57,000 1,876 52,382 — 213 1,876 52,595 54,471 ( 5,518 ) 2019 2021

Creekside Park The Woodlands, TX Multifamily 36,912 729 40,116 — 620 729 40,736 41,465 ( 9,678 ) 2017 2018

Creekside Park The Grove The Woodlands, TX Multifamily 57,000 1,876 52,382 — 294 1,876 52,676 54,552 ( 7,648 ) 2019 2021

Creekside Park West The Woodlands, TX Retail 15,669 1,228 17,922 — 1,325 1,228 19,247 20,475 ( 3,317 ) 2018 2019

Grogan’s Mill Library and Community Center The Woodlands, TX Development — — 13,786 — — — 13,786 13,786 ( 375 ) 2024

Grogan's Mill Retail The Woodlands, TX Development — — 2,042 — — — 2,042 2,042 — 2024

Houston Ground Leases - The Woodlands The Woodlands, TX Other — 13,324 2,582 — — 13,324 2,582 15,906 ( 459 ) Various

9 unchanged sentences

Lakefront North The Woodlands, TX Office 50,000 10,260 39,357 — 17,675 10,260 57,032 67,292 ( 13,735 ) 2018

One Lakes Edge The Woodlands, TX Multi-family 66,370 1,057 81,768 — 901 1,057 82,669 83,726 ( 22,839 ) 2013 2015

Two Lakes Edge The Woodlands, TX Multi-family 105,000 1,870 96,349 — 962 1,870 97,311 99,181 ( 14,517 ) 2018 2020

Millennium Six Pines The Woodlands, TX Multi-family 42,234 4,000 54,624 7,225 1,024 11,225 55,648 66,873 ( 15,426 ) 2016

Millennium Waterway The Woodlands, TX Multi-family 51,000 15,917 56,002 — 2,494 15,917 58,496 74,413 ( 25,240 ) 2012

One Lakes Edge The Woodlands, TX Multifamily 65,159 1,057 81,768 — 1,104 1,057 82,872 83,929 ( 26,022 ) 2013 2015

Two Lakes Edge The Woodlands, TX Multifamily 105,000 1,870 96,349 — 1,048 1,870 97,397 99,267 ( 18,534 ) 2018 2020

Millennium Six Pines The Woodlands, TX Multifamily 41,418 4,000 54,624 7,225 1,119 11,225 55,743 66,968 ( 17,438 ) 2016

Millennium Waterway The Woodlands, TX Multifamily 51,000 15,917 56,002 — 1,844 15,917 57,846 73,763 ( 26,643 ) 2012

8770 New Trails The Woodlands, TX Office 34,392 2,204 35,033 — 80 2,204 35,113 37,317 ( 7,986 ) 2019 2020

2 unchanged sentences

3831 Technology Forest Drive The Woodlands, TX Office 18,649 514 14,194 — 1,816 514 16,010 16,524 ( 8,024 ) 2014 2014

The Lane at Waterway The Woodlands, TX Multi-family 37,500 2,029 40,033 — 456 2,029 40,489 42,518 ( 5,186 ) 2019 2020

The Lane at Waterway The Woodlands, TX Multifamily 37,500 2,029 40,033 — 474 2,029 40,507 42,536 ( 6,892 ) 2019 2020

The Ritz-Carlton Residences The Woodlands, TX Development 40,402 — 47,655 — — — 47,655 47,655 ( 1,235 ) 2024

The Woodlands The Woodlands, TX MPC — 269,411 9,814 ( 79,918 ) ( 9,744 ) 189,493 70 189,563 ( 70 ) 2011

The Woodlands Parking Garages The Woodlands, TX Other — 5,857 — 2,497 15,066 8,354 15,066 23,420 ( 3,832 ) 2011 / 2013

The Woodlands Parking Garages The Woodlands, TX Other — 6,885 3,600 2,497 15,103 9,382 18,703 28,085 ( 4,324 ) Various

The Woodlands Predevelopment The Woodlands, TX Development — — 19,196 — — — 19,196 19,196 ( 1,675 )

The Woodlands Towers at the Waterway (o) The Woodlands, TX Office 362,537 11,044 437,561 — 38,140 11,044 475,701 486,745 ( 62,368 ) 2019

The Woodlands Towers at the Waterway (i) The Woodlands, TX Office 379,549 11,044 437,561 — 48,835 11,044 486,396 497,440 ( 80,277 ) 2019

The Woodlands Warehouse The Woodlands, TX Other 13,700 4,480 4,389 — 103 4,480 4,492 8,972 ( 902 ) 2019

20/25 Waterway Avenue The Woodlands, TX Retail 14,500 2,346 8,871 — 1,053 2,346 9,924 12,270 ( 3,375 ) 2011

Waterway Plaza II The Woodlands, TX Office 9,663 841 10,279 — 399 841 10,678 11,519 ( 701 ) 2024

3 Waterway Square The Woodlands, TX Office 39,947 748 42,214 — 1,574 748 43,788 44,536 ( 17,802 ) 2012 2013

4 Waterway Square The Woodlands, TX Office 21,071 1,430 51,553 — 9,853 1,430 61,406 62,836 ( 24,354 ) 2011

Waterway Square Retail (h) The Woodlands, TX Retail — 1,341 4,255 — 1,314 1,341 5,569 6,910 ( 1,802 ) 2011

Waterway Square Retail The Woodlands, TX Retail — 1,341 4,255 — 1,314 1,341 5,569 6,910 ( 2,006 ) 2011

1400 Woodloch Forest The Woodlands, TX Office — 1,570 13,023 — 5,864 1,570 18,887 20,457 ( 8,103 ) 2011

6 unchanged sentences

Name of Center

‘A‘ali‘i Honolulu, HI Condominium — — 714 — 132 — 846 846 ( 69 ) 2018 2021

1 unchanged sentence

Anaha Honolulu, HI Condominium — — 1,097 — — — 1,097 1,097 ( 194 ) 2014 2017

Kalae Honolulu, HI Development 64,573 — 137,008 — — — 137,008 137,008 — 2024

Ke Kilohana Honolulu, HI Condominium — — 656 — — — 656 656 ( 93 ) 2016 2019

3 unchanged sentences

Ulana Ward Village Honolulu, HI Development 181,581 — 307,839 — — — 307,839 307,839 — 2023

Victoria Place Honolulu, HI Development 197,017 — 373,729 — — — 373,729 373,729 ( 6,210 ) 2021

Victoria Place Honolulu, HI Condominium — — 1,388 — — — 1,388 1,388 ( 273 ) 2021 2024

Waiea Honolulu, HI Condominium — — 1,206 — 414 — 1,620 1,620 ( 294 ) 2014 2016

Ward Predevelopment Honolulu, HI Development 3,427 — 182,304 — — — 182,304 182,304 ( 2,044 )

Ward Village Retail Honolulu, HI Retail 175,000 164,548 138,723 ( 105,692 ) 289,422 58,856 428,145 487,001 ( 132,829 ) Various

Ward Village Parking Garages Honolulu, HI Other — 4,448 — 257 140,353 4,705 140,353 145,058 ( 39,168 ) 2011 / 2016 2013 / 2018

Ward Village Retail Honolulu, HI Retail 175,000 159,559 89,321 ( 105,407 ) 203,086 54,152 292,407 346,559 ( 105,983 ) Various Various

Total excluding Corporate and Deferred financing costs 3,118,437 2,561,908 4,554,375 252,200 617,886 2,814,108 5,172,261 7,986,369 ( 945,871 )

3 unchanged sentences

(a) Refer to Note 8 - Mortgages, Notes, and Loans Payable, Net for additional information.

(b) Initial cost for projects undergoing development or redevelopment is cost through the end of first complete calendar year subsequent to the asset being placed in service.

(b) The initial cost for developed projects includes costs incurred through the end of the first complete calendar year after the asset is placed in service;

for projects undergoing development or redevelopment, it includes all costs incurred up to the end of the reporting period;

for acquired properties, it represents the acquisition cost.

(c) For retail and other properties, costs capitalized subsequent to acquisitions is net of cost of disposals or other property write‑downs.

For MPCs, costs capitalized subsequent to acquisitions are net of the cost of land sales.

(d) The aggregate cost of land, building, and improvements for federal income tax purposes is approximately $ 7.3 billion.

(d) The aggregate cost of land, buildings, and improvements for federal income tax purposes is approximately $ 6.3 billion.

(e) Reductions in Land reflect transfers to Buildings and Improvements for projects which the Company is internally developing.

(f) Depreciation is based upon the useful lives in Note 1 - Presentation of Financial Statements and Significant Accounting Policies .

(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 land was transferred to the Strategic Developments segment in the first quarter of 2023.

(h) In 2023, the Company rebranded Color Burst Park Retail (formerly Merriweather District Area 3 Retail), 10285 Lakefront Medical Office (formerly South Lake Medical Office Building), Merriweather Row (formerly 10 - 70 Columbia Corporate Center), Rouse Building (formerly Columbia Regional Building), Meridian (formerly Summerlin South Office), and Waterway Square Retail (formerly Waterway Garage Retail).

(i) In 2023, the Company reclassed the freestanding Columbia Parking Garages from Columbia Office Properties, 6100 Merriweather, and One Merriweather to Columbia Parking Garages.

(j) The 199 Water Street, 28th Floor line relates to tenant improvement for the Seaport office lease.

(k) Encumbrances balance either represents or is inclusive of SIDs.

(l) Downtown Summerlin includes the One Summerlin office property, which was placed in service in 2015.

(m) Includes the Las Vegas Aviators.

(n) Subsequent to period end, in February 2024, the Company completed the sale of Creekside Park Medical Plaza, a 32,689 square-foot medical office building in The Woodlands, Texas, for $ 14.0 million.

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

HHH 2023 FORM 10-K | 114

FINANCIAL STATEMENT SCHEDULE

Index to Financial Statements

(g) Encumbrances balance either represents or is inclusive of SIDs.

(h) Downtown Summerlin includes the One Summerlin office property, which was placed in service in 2015.

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

Reconciliation of Real Estate

1 unchanged sentence

Balance at January 1 $ 7,558,809 $ 6,854,826 $ 6,615,870

Change in land 403,633 396,125 896,508

Additions 1,431,478 1,160,786 1,050,528

Impairments ( 672,492 ) — ( 13,068 )

Dispositions, write-offs, and land and condominium costs of sales ( 993,278 ) ( 456,803 ) ( 811,572 )

Balance at December 31 $ 7,997,009 $ 7,558,809 $ 6,854,826

HHH 2024 FORM 10-K | 105

FINANCIAL STATEMENT SCHEDULE

Index to Financial Statements

Reconciliation of Accumulated Depreciation

8 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 8. Financial Statements and Supplementary Data