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Item 9A. Controls and Procedures

2025-02-26 compared with 2024-02-27 · 39 added, 94 removed, 114 unchanged (54% of the section changed)

1 unchanged sentence

DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our reports to the SEC is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer, principal financial officer, and principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act of 1934) that are designed to provide reasonable assurance that information required to be disclosed in our reports to the Securities and Exchange Commission (SEC) is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer, principal financial officer, and principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by SEC rules, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, principal financial officer, and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2024, the end of the period covered by this report.

8 unchanged sentences

Other Information

Pursuant to Item 408(a) of Regulation S-K, there were no directors or officers that had adopted or terminated a 10b5-1 plan or other trading arrangement during the fourth quarter of 2023.

There were no directors or officers that had adopted or terminated a 10b5-1 plan or other trading arrangement during the fourth quarter of 2024.

HHH 2024 FORM 10-K | 107

14 unchanged sentences

(a) Financial Statements and Financial Statement Schedule.

The Consolidated Financial Statements and Schedule listed in the Index to this Form 10-K on page 62 are filed as part of this Annual Report.

The Consolidated Financial Statements and Schedule listed in the Index to this Annual Report on page 57 are filed as part of this Annual Report.

No additional financial statement schedules are presented as the required information is not applicable, not present in amounts sufficient to require submission of the schedule, or because the information required is enclosed in the Consolidated Financial Statements and notes thereto.

3 unchanged sentences

and HHC Merger Sub Co.

(incorporated by reference to Exhibit 2.1 to t he Company’s Current Report on Form 8-K12B, filed August 11, 2023)

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K12B, filed August 11, 2023)

2.2 Separation Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc.

and Seaport Entertainment Group Inc.

(incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K, filed August 1, 2024)

3.1 Amended and Restated Certificate of Incorporation of Howard Hughes Holdings Inc., dated August 11, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed November 6, 2023)

3.2 Amended and Restated Bylaws of Howard Hughes Holdings Inc., dated August 11, 2023 (incorporated by reference to Exhibit 3.2 to t he Company’s Current Report on Form 8-K12B, filed August 11, 2023)

3.2 Amended and Restated Bylaws of Howard Hughes Holdings Inc., dated August 11, 2023 (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K12B, filed August 11, 2023)

3.3 Certificate of Designations of Series A Junior Participating Preferred Stock, filed with the Secretary of State of Delaware on February 29, 2012 (incorporated by reference to Exhibit 3.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed February 29, 2012)

9 unchanged sentences

4.4 Indenture, dated as of February 2, 2021, by and among The Howard Hughes Corporation, HHC Warehouse Holding Company, LLC, HH Warehouse Land Holdings, LLC, HH Woodlands Tower Holdings, LLC, API/HHC Lake Robbins Holding Company, LLC, and Wells Fargo Bank, National Association, as trustee (incorporated by reference to Exhibit 4.2 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed February 4, 2021)

4.5 Form of Senior Indenture (incorporated by reference to Exhibit 4.3 to t he Company ’s Registration Statement on Form S-3 , filed August 11 , 202 3 )

4.6 Form of Subordinated Indenture (incorporated by reference to Exhibit 4.4 to t he Company ’s Registration Statement on Form S-3 , filed August 11 , 202 3 )

4.7 Form of Senior Note (incorporated by reference to Exhibit 4.5 to t he Company ’s Registration Statement on Form S-3 , filed August 11 , 202 3 )

4.8 Form of Subordinated Note (incorporated by reference to Exhibit 4.6 to t he Company ’s Registration Statement on Form S-3 , filed August 11 , 202 3 )

4.9* Form of Deposit Agreement

4.10* Form of Warrant Agreement

4.11* Form of Purchase Contract Agreement

4.12* Form of Unit Agreement

4.13+ Description of Securities of the Registrant

4.5 Description of Securities of the Registrant (incorporated by reference to Exhibit 4.13 to the Company’s Annual Report on Form 10-K, filed February 27, 2024)

10.1 Form of indemnification agreement for directors and certain executive officers of The Howard Hughes Corporation (incorporated by reference to Exhibit 10.7 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed November 12, 2010)

1 unchanged sentence

(incorporated by reference to Exhibit 99.4 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed November 12, 2010)

10.3** Form of Restricted Stock Agreement for Nonemployee Directors under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.5 to The Howard Hughes Corporation’s Current Report on Form 10-K, filed February 27, 2019)

10.4** Form of Time-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.7 to The Howard Hughes Corporation’s Current Report on Form 10-K, filed February 27, 2019)

10.5** Form of Performance-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.8 to The Howard Hughes Corporation’s Current Report on Form 10-K, filed February 27, 2019)

10.6** Form of Time-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan (incorporated by reference to Exhibit 10.9 to The Howard Hughes Corporation’s Current Report on Form 10-K, filed February 27, 2019)

10.7** Form of Performance-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan (incorporated by reference to Exhibit 10.10 to The Howard Hughes Corporation’s Current Report on Form 10-K, filed February 27, 2019)

10.8** Form of Time-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.2 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 6, 2019)

10.9** Form of Performance-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.3 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 6, 2019)

10.10** Form of Time-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan (incorporated by reference to Exhibit 10.4 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 6, 2019)

HHH 2023 FORM 10-K | 119

Index to Financial Statements

10.11** Form of Performance-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation Amended and Restated 2010 Incentive Plan (incorporated by reference to Exhibit 10.5 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 6, 2019)

10.12** Employment Agreement, dated as of November 6, 2017, between The Howard Hughes Corporation and Peter F.

Riley (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed November 9, 2017)

10.13** Amended and Restated Employment Agreement, dated as of February 21, 2018, between The Howard Hughes Corporation and David O’Reilly (incorporated by reference to Exhibit 10.11 to The Howard Hughes Corporation’s Annual Report on Form 10-K, filed February 26, 2018)

10.14** Restricted Stock Agreement, dated as of November 8, 2017, between The Howard Hughes Corporation and Peter F.

Riley (incorporated by reference to Exhibit 10.2 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed November 9, 2017)

10.15** Warrant Grant Agreement, dated as of June 16, 2017, between The Howard Hughes Corporation and David R.

Weinreb (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed June 20, 2017)

10.16** Warrant Grant Agreement, dated as of October 4, 2017, between The Howard Hughes Corporation and Grant Herlitz (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed October 5, 2017)

10.17** Warrant Purchase Agreement, dated October 7, 2016, between The Howard Hughes Corporation and David O’Reilly (incorporated by reference to Exhibit 10.3 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed October 11, 2016)

10.18** Saul Scherl offer letter, dated as of February 21, 2019 (incorporated by reference to Exhibit 10.21 to The Howard Hughes Corporation’s Current Report on Form 10-K, filed February 27, 2019)

10.19 Loan Agreement dated as of September 29, 2011, by and among Victoria Ward, Limited along with certain Victoria Ward, Limited’s subsidiaries, as borrowers, Wells Fargo Bank, National Association, as Administrative Agent and lead lender, CIBC, First Hawaiian Bank, Bank of Hawaii and Central Pacific Bank, as lenders, and Wells Fargo Securities, L.L.C., as Sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed October 4, 2011)

10.20 Loan Agreement dated as of July 15, 2014, by and among The Shops at Summerlin North, LP, The Shops at Summerlin South, LP, Wells Fargo Bank, National Association, as Administrative Agent and lead lender, U.S.

Bank National Association, as Syndication Agent and a lender, the other lending institutions party thereto, and Wells Fargo Securities, L.L.C., as sole Lead Arranger and Sole Bookrunner (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed July 16, 2014)

10.21 Loan Agreement dated as of September 18, 2018, by and among Victoria Ward, Limited;

Victoria Ward Center L.L.C.;

Victoria Ward Entertainment Center L.L.C.;

1240 Ala Moana, LLC;

Anaha Retail Holdings, LLC;

Waiea Retail Holdings, LLC;

10/20/30 CCC Parking Deck, LLC;

40 CCC Parking Deck, LLC;

50/60/70 CCC Parking Deck, LLC;

One Mall North, LLC;

Crescent Area 1 Holdings, LLC;

Crescent Area 1 Parking Deck 1, LLC;

HL Champion Holding Company, LLC;

Lakeland Village Holding Company, LLC;

Waterway Hotel Holdings, LLC;

HL-Hotel Holding Company, LLC;

CSPV Holdings, LLC;

1701 Lake Robbins, LLC;

Wells Fargo Bank, National Association, as administrative agent and a lender;

Wells Fargo Securities, L.L.C., as sole lead arranger and sole book-runner;

and the other lenders party thereto (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed September 24, 2018)

10.22** The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed June 14, 2012)

10.3* Form of The Howard Hughes Corporation Deferred Compensation Plan (incorporated by reference to Exhibit 99.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed September 17, 2014)

10.4* The Howard Hughes Corporation Management Co., LLC Separation Benefit Plan (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed August 16, 2017)

10.25** Amendment to Employment Agreement, dated November 13, 2019, between Peter F.

Riley and The Howard Hughes Corporation (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed November 14, 2019)

10.26** Form of Time-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 11, 2020)

HHH 2023 FORM 10-K | 120

Index to Financial Statements

10.27** Form of Performance-based Restricted Stock Agreement for Executive Officers under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.2 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 11, 2020)

10.28** Form of Time-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.3 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 11, 2020)

10.29** Form of Performance-based Restricted Stock Agreement for Employees under The Howard Hughes Corporation 2010 Amended and Restated Incentive Plan (incorporated by reference to Exhibit 10.4 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 11, 2020)

10.30** Saul Scherl Employment Letter, dated as of February 12, 2020 (incorporated by reference to Exhibit 10.5 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 11, 2020)

10.31** Time-based Restricted Stock Agreement, dated as of February 12, 2020, by and between The Howard Hughes Corporation and Saul Scherl (incorporated by Reference to Exhibit 10.6 to The Howard Hughes Corporation’s Quarterly Report on From 10-Q, filed May 11, 2020)

10.32** Performance-based Restricted Stock Agreement, dated as of February 12, 2020, by and between The Howard Hughes Corporation and Saul Scherl (incorporated by reference to Exhibit 10.7 to The Howard Hughes Corporation’s Quarterly Report on From 10-Q, filed May 11, 2020)

10.33** Amendment No.

1 to Nonqualified Employee Stock Option Agreement, dated as of February 12, 2020, by and between The Howard Hughes Corporation and Saul Scherl (incorporated by reference to Exhibit 10.8 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 11, 2020)

10.5 Share Purchase Agreement, dated March 27, 2020, by and among The Howard Hughes Corporation and Pershing Square Capital Management, L.P.

(incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed March 31, 2020)

10.35** Employment Separation Agreement and Release, dated as of February 8, 2020, by and between The Howard Hughes Corporation and Simon Treacy (incorporated by reference to Exhibit 10.10 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed May 11, 2020)

10.6* The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed May 20, 2020)

10.37** First Amendment to Amended and Restated Employment Agreement dated June 24, 2020, between The Howard Hughes Corporation and David O’Reilly (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report Form 8-K, filed June 25, 2020)

10.7* Amendment No.

1 to Restricted Stock Agreements dated November 4, 2020 between The Howard Hughes Corporation and David O’Reilly (incorporated by reference to Exhibit 10.3 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed November 5, 2020)

10.39** Amendment No.

1 to Restricted Stock Agreements dated November 4, 2020 between The Howard Hughes Corporation and Peter F.

Riley (incorporated by reference to Exhibit 10.4 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed November 5, 2020)

10.8* Second Amended and Restated Employment Agreement, dated December 1, 2020, between The Howard Hughes Corporation and David O’Reilly (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed December 2, 2020)

4 unchanged sentences

10.12* Form of Time-Based Restricted Stock Award (Executive Officers without Employment Agreements) under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to The Howard Hughes Corporation’s Quarterly Report on From 10-Q, filed May 10, 2021)

HHH 2023 FORM 10-K | 121

Index to Financial Statements

10.13* Form of Performance-Based Restricted Stock Award (Executive Officers with Employment Agreements) under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to The Howard Hughes Corporation’s Quarterly Report on From 10-Q, filed May 10, 2021)

10.14* Form of Performance-Based Restricted Stock Award (Executive Officers without Employment Agreements) under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to The Howard Hughes Corporation’s Quarterly Report on From 10-Q, filed May 10, 2021)

10.47** Amended and Restated Performance-Based Restricted Stock Award Agreement, dated January 4, 2021, by and between The Howard Hughes Corporation and Saul Scherl (incorporated by reference to Exhibit 10.5 to The Howard Hughes Corporation’s Quarterly Report on From 10-Q, filed May 10, 2021)

10.48** 2021 Offer Letter, effective March 10, 2021, by and between The Howard Hughes Corporation and Saul Scherl (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed March 15, 2021)

10.15* Form of Restricted Stock Agreement for Nonemployee Directors under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to The Howard Hughes Corporation’s Quarterly Report on Form 10-Q, filed August 4, 2021)

10.50** Employment Agreement, effective April 19, 2021, by and between The Howard Hughes Corporation and Correne Loeffler (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed April 8, 2021)

10.51** Separation and Release Agreement, by and between Correne S.

Loeffler and The Howard Hughes Corporation (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed February 11, 2022)

10.52** Assignment and Assumption Agreement by and between The Howard Hughes Corporation and Howard Hughes Holdings Inc., dated as of August 11, 2023 (incorporated by reference to Exhibit 10.1 to t he Company’s Current Report on Form 8-K12B, filed August 11, 2023)

10.16* Assignment and Assumption Agreement by and between The Howard Hughes Corporation and Howard Hughes Holdings Inc., dated as of August 11, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K12B, filed August 11, 2023)

HHH 2024 FORM 10-K | 110

Index to Financial Statements

10.17 Transition Services Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc.

and Seaport Entertainment Group Inc.

(incorporated by reference to Exhibit 10 .1 to the Company’s Current Report on Form 8-K, filed August 1, 2024)

10.18 Tax Matters Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc.

and Seaport Entertainment Group Inc.

(incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K, filed August 1, 2024)

10.19 Employee Matters Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc.

and Seaport Entertainment Group Inc.

(incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K, filed August 1, 2024)

10.20*+ Amendment No.

1 to Second Amended and Restated Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc.

and David O’Reilly

10.21*+ Amendment No.

1 to Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc.

10.22*+ Amendment No.

1 to Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc.

and Carlos Olea

10.23*+ Employment Agreement between Howard Hughes Holdings Inc.

and Anton Nikodemus dated September 29, 2023 (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed October 5, 2023)

and Joseph Valane dated December 29, 2023

19.1+ Insider Trading Policy

21.1+ List of Subsidiaries

23.1+ Consent of KPMG LLP

23.2+ Consent of Ernst & Young LLP

24.1+ Power of Attorney

2 unchanged sentences

32.1++ Certification of Chief Executive Officer and Chief Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

97.1+ Executive Compensation Recoupment Policy

97.1 Executive Compensation Recoupment Policy (incorporated by reference to Exhibit 97.1 to the Company’s Annual Report on Form 10-K, filed February 27, 2024)

101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document

5 unchanged sentences

104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

* To be filed by amendment to the Form S-3 filed on August 11, 2023, or by a Current Report on Form 8-K.

* Management contract, compensatory plan, or arrangement

1 unchanged sentence

++ Furnished herewith

HHH 2023 FORM 10-K | 122

Index to Financial Statements

Attached as Exhibit 101 to this report are the following documents formatted in iXBRL (Inline Extensible Business Reporting Language):

(i) the Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022, (ii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023, and 2022, (iii) the Consolidated Balance Sheets as of December 31, 2024 and 2023, (iv) Consolidated Statements of Equity for the years ended December 31, 2024, 2023, and 2022, (v) the Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022, and (vi) the Notes to Consolidated Financial Statements.

HHH 2024 FORM 10-K | 111

Index to Financial Statements

Form 10-K Summary

7 unchanged sentences

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

HHH 2024 FORM 10-K | 113

Index to Financial Statements

Signature Title Date

* Chairman of the Board and Director February 26, 2025

William Ackman

O’Reilly Chief Executive Officer February 27, 2024

O’Reilly Chief Executive Officer and Director February 26, 2025

O’Reilly (Principal Executive Officer)

8 unchanged sentences

* Director February 26, 2025

Dana Hamilton

* Director February 26, 2025

Steven Shepsman

7 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 9A. Controls and Procedures