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Item 1. Business

2026-02-19 compared with 2025-02-26 · 119 added, 184 removed, 90 unchanged (77% of the section changed)

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."

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”.

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

See Note 2 - Discontinued Operations in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.

Business Overview The Company’s award-winning assets include one of the nation's largest portfolios of master planned communities (MPCs), spanning approximately 101,000 gross acres, as well as operating properties, strategic developments, and other assets across five states.

Business Overview Howard Hughes Holdings Inc.

(HHH or the Company) is a holding company that owns a real estate development subsidiary, The Howard Hughes Corporation (HHC).

Through HHC, the Company operates a large‑scale, mixed‑use real estate platform focused on the development of master planned communities (MPCs), the investment in strategic real estate development opportunities, and the ownership and operation of income‑producing properties.

Our award-winning assets include one of the nation's largest portfolios of MPCs, spanning approximately 101,000 gross acres across five states.

We create some of the most sought-after communities in the country by curating an environment tailored to meet the needs of our residents and tenants.

Our unique business model allows us to seek attractive risk-adjusted returns while maintaining a sharp focus on sustainability to ensure our communities are equipped with the resources to last several decades.

We operate through three business segments:

This unique business model allows us to seek attractive risk-adjusted returns while maintaining a sharp focus on sustainability to ensure our communities are equipped with the resources to last several decades.

In 2025, the Company began executing a long-term strategy to transition from a pure-play real estate company to a diversified holding company.

On May 5, 2025, the Company sold 9,000,000 newly issued shares of the Company’s common stock to Pershing Square for an aggregate purchase price of $900 million, with the expectation that the proceeds from the transaction would be used to acquire or make investments in other operating companies (Pershing Square Issuance).

On December 18, 2025, we announced that we have entered into a definitive agreement to acquire 100% of Vantage Group Holdings Ltd.

(Vantage), a privately held specialty insurance and reinsurance company, for cash consideration of approximately $2.1 billion.

The transaction remains subject to regulatory approvals and other customary closing conditions, and is expected to close in the second quarter of 2026.

If completed, the combination of HHH’s corporate holding structure and Vantage’s insurance expertise creates the opportunity to advance the insurance company’s growth using reinvested real estate cash flows while continuing to invest in HHH’s core real estate development business.

Refer to Note 1 - Presentation of Financial Statements and Significant Accounting Policies and Note 2 - Pershing Square in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.

Available Information HHH was incorporated in Delaware on August 11, 2023, and its predecessor, The Howard Hughes Corporation (HHC), was incorporated in Delaware on July 1, 2010.

Our website address is www.howardhughes.com.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other publicly filed documents, including all exhibits filed therewith, are available and may be accessed free of charge through the Investors section of our website under the Financial Reporting subsection, as soon as reasonably practicable after those documents are filed with, or furnished to, the Securities and Exchange Commission (SEC) at www.sec.gov.

Also available through the Investors section of our website are reports filed by our directors and executive officers on Forms 3, 4, and 5, and amendments to those reports.

Our website and included or linked information on the website are not incorporated into this Annual Report on Form 10-K.

From time to time, we use our website as a means of disclosing material information and for complying with our disclosure obligations under SEC Regulation FD (Fair Disclosure).

Accordingly, investors should monitor the Investors section of our website in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.

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BUSINESS SEGMENTS

HHH operates through three business segments:

Operating Assets, MPCs, and Strategic Developments.

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This increased demand for residential land generates more cash flow from MPCs, thus continuing the value-creation cycle.

The following further describes our three business segments and provides a general description of the assets comprising these segments.

Refer to Item 2.

Properties for additional detail on individual properties, including assets by reportable segment, geographic location, and predominant use at December 31, 2025.

This section should be referred to when reading Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations , which contains information about our financial results and operating performance for our business segments.

Financial information about each of our segments is presented in Note 19 - Segments in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

Operating Assets

We have developed many of the assets in our Operating Assets segment since the Company’s inception in 2010.

As of December 31, 2025, we had 77 Operating Assets, including our investments in unconsolidated ventures, consisting of 13 retail properties, 37 office properties, 18 multifamily properties, and 9 other operating properties or investments.

Excluding our projects under construction, we own approximately 9.3 million square feet of retail and office space and 5,855 multifamily units.

The long-term value of our Operating Assets is driven by their concentration in our MPCs, where we have a competitive advantage.

We believe that these assets have the potential for future growth by increasing rental rates, absorbing remaining vacancy, and changing the tenant mix in retail centers to improve gross sales revenue of our tenants, thereby increasing rents.

Revenue is primarily generated through rental services and is directly impacted by trends in rental rates and operating costs.

For certain assets, we believe there are opportunities to improve operating performance through redevelopment or repositioning.

Redevelopment plans for these assets may include office, retail, or residential space, shopping centers, movie theaters, parking complexes, or open space.

These opportunities will require new capital investment and vary in complexity and scale.

The redevelopment opportunities range from those that would have minimal disruption to the property to those requiring partial or full demolition of existing structures for new construction.

Factors we evaluate in determining whether to redevelop or reposition an asset include the following:

(1) existing and forecasted demographics surrounding the property;

(2) competition related to existing and/or alternative uses;

(3) existing entitlements of the property and our ability to change them;

(4) compatibility of the physical site with proposed uses;

and (5) environmental considerations, traffic patterns, and access to the properties.

We generally transfer an operating asset that is being repositioned or redeveloped into our Strategic Developments segment when we close operations at a property and/or begin construction on the redevelopment project.

Upon completion of construction or renovation of a development or redevelopment, the asset is fully or partially placed in service and transferred back into our Operating Assets segment.

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Our assets are located across the United States, with the vast majority of the assets in our Operating Assets segment located within our MPCs.

Master Planned Communities

As of December 31, 2025, our portfolio of MPCs was comprised of Summerlin in Las Vegas;

The Woodlands, The Woodlands Hills and Bridgeland in the Houston region;

and Teravalis in the Phoenix region.

Our MPC segment includes the development and sale of residential and commercial land, primarily in large-scale, long-term projects.

These developments often require decades of investment and continued focus on the changing market dynamics surrounding these communities.

We believe that the long-term value of our MPCs remains strong because of their competitive positioning in their respective markets, our in-depth experience in diverse land-use planning, and the fact that we have substantially completed the entitlement processes within the majority of our communities.

Our MPCs have won numerous awards for design excellence and for community contribution.

Summerlin and Bridgeland were again ranked by RCLCO, capturing tenth and eleventh top-selling master planned communities in the nation, respectively, for the year ended December 31, 2025.

We expect the competitive position, desirable locations, and land development expertise to drive the long-term growth of our MPCs.

As of December 31, 2025, our MPCs, including Floreo, our unconsolidated joint venture in the Phoenix region, include approximately 34,000 acres of land available for sale or development.

Residential sales, which are generated primarily from the sale of finished lots and undeveloped superpads to residential homebuilders and developers, include standard and custom parcels designated for detached and attached single-family homes and range from entry-level to luxury homes.

Superpad sites are generally 10- to 25-acre parcels of unimproved land where we develop and construct the major utilities (water, sewer, and storm drainage) and roads to the borders of the parcel, and the homebuilder completes the on-site utilities, roads, and finished lots.

Revenue is also generated through builder price participation with homebuilders.

We also occasionally sell or lease land for commercial development when we deem its use will not compete with our existing properties or our development strategy.

Commercial sales include land parcels designated for retail, office, hospitality, high-density residential projects (condominiums and apartments), services, and other for-profit activities, as well as those parcels designated for use by government, schools, and other not-for-profit entities.

Strategic Developments

Our Strategic Developments segment consists of various development or redevelopment projects, including developments within our MPCs that will transition to Operating Assets upon completion and condominium towers at Ward Village in Hawai‘i and The Woodlands.

Many of these developments require extensive planning and expertise in large-scale and long-range development to maximize their highest and best uses.

The strategic process is complex and unique to each asset and requires ongoing assessment of the changing market dynamics prior to the commencement of construction.

We must study each local market, determine the highest and best use of the land and necessary improvements to the area, obtain entitlements and permits, complete architectural design and construction drawings, secure tenant commitments, and obtain and commit sources of capital.

We are in various stages of predevelopment or execution of our strategic plans for many of these assets based on market conditions.

As of December 31, 2025, five properties were under construction and not yet placed into service.

We generally obtain construction financing to fund a significant amount of the costs associated with developing these assets.

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COMPETITIVE STRENGTHS AND COMPETITION

Our assets are located across the United States, with the vast majority of the assets in Operating Assets segment located within our MPCs.

This helps us achieve scale and, in most cases, critical mass, which leads to pricing power in lease and vendor negotiations;

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and enhanced ability to identify and capitalize on emerging opportunities.

Our MPCs, including Floreo, our unconsolidated joint venture, span approximately 101,000 gross acres, with approximately 21,000 residential acres of land remaining to be developed and sold in high-demand geographic areas.

In addition to the residential land, our MPC segment contains approximately 14,000 acres designated for commercial development or sale to non-competing users such as hospitals.

This land is held in our MPC segment until we identify demand for a new commercial development, at which point the land is transitioned into our Strategic Developments segment.

HHH was incorporated in Delaware on August 11, 2023, and its predecessor, The Howard Hughes Corporation (HHC), was incorporated in Delaware on July 1, 2010.

Financial information about each of our segments is presented in Note 18 - Segments in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

Our Competitive Strengths

We distinguish ourselves from other real estate companies through the following competitive strengths:

Our MPCs, including Floreo, our unconsolidated joint venture, contain approximately 21,000 residential acres of land remaining to be developed and sold in high-demand geographic areas.

In addition to the residential land, our MPCs contain approximately 13,000 acres designated for commercial development or sale to non-competing users such as hospitals.

Competitive Strengths We distinguish ourselves from other real estate companies through the following competitive strengths:

– Self-Funded Business Plan .

One of our key differentiators is our ability to self-fund significant portions of our new development without having to dispose of our recently completed developments.

Our residential land sales, recurring NOI, and profits on the sales of condominium units generate substantial amounts of free cash flow, which is used to fund the equity required to execute our many development opportunities.

From time to time, we may also allocate a portion of this cash flow to support the growth and capitalization of any newly acquired businesses, such as the proposed Vantage acquisition, while maintaining the capacity to fund our existing development opportunities.

Furthermore, we are not required to pay dividends, nor are we restricted from investing in any asset type, amenity, or service, unlike many other real estate companies, which are limited in their activities because they have elected to be taxed as a real estate investment trust (REIT).

We believe our structure currently provides us with significant financial and operating flexibility to maximize the value of our portfolio.

– Track Record of Value Creation .

We have completed the development of 7.8 million square feet of office and retail operating properties, 5,194 multifamily units, and 909 hospitality keys since 2011.

Excluding the value of land that we own, we have invested approximately $3.4 billion in these developments, which is projected to generate a 8.9% yield on cost, a significant spread over market cap rates which, in turn, has generated meaningful value for our stockholders.

These investments and returns exclude condominium development as well as projects under construction.

We exclude condominium developments since they do not result in recurring NOI, and we exclude projects under development due to the wider range of NOI they are expected to generate upon stabilization.

In Ward Village, we have either opened or started construction on 4,727 condominium units, with approximately 98.4% of these units sold or presold as of December 31, 2024.

We have completed development of various office, retail, and multifamily properties since 2011.

These developments are projected to generate a 8.8% yield on cost, a significant spread over market cap rates which, in turn, has generated meaningful value for our stockholders.

These returns exclude condominium developments as they do not result in recurring NOI.

We have either opened or started construction on 11 condominium towers, with approximately 99% of the units sold or pre-sold as of December 31, 2025.

– Unique, Diverse Portfolio .

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– Significant Value Creation Opportunity .

We have an exceptional development pipeline with over 100 million square feet of vertical entitlements remaining across our portfolio.

This represents approximately 13 times the 7.8 million square feet we have delivered in the last 14 years without having to acquire another development site or external asset, which we believe is a significant competitive advantage over other real estate development corporations.

We believe we have found the optimal mix of price point and product in the Honolulu market for condominium development as evidenced by the demand for our condominium projects.

As of December 31, 2025, we have two condominium towers under construction that are 96% pre-sold representing $1.5 billion of contracted future revenue and three condominium towers in predevelopment that are 66% pre-sold representing $2.0 billion of contracted future revenue.

Additionally, the State of Hawai’i has approved amendments to the local development rules to include updated guidelines for smart growth in areas including Ward Village.

The Company estimates this amendment increases its potential residential entitlements in Ward Village between 2.5 to 3.5 million gross square feet, which could be used for the development of additional condominium towers in future years.

– Flexible Balance Sheet .

We ended the year with $596.1 million of cash on hand.

We ended the year with $1.5 billion of cash on hand.

As of December 31, 2025, our total debt equaled approximately 48% of the book value of our total assets, which we believe is significantly less than our market value.

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Unconsolidated ventures refer to partnerships or joint ventures primarily for the development and operation of real estate assets.

Our strong balance sheet provides substantial insulation against potential downturns and provides us with the flexibility to evaluate new real estate project opportunities.

– Self-Funded Business Plan .

One of our key differentiators is our ability to self-fund significant portions of our new development without having to dispose of our recently completed developments.

We believe our structure currently provides us with significant financial and operating flexibility to maximize the value of our real estate portfolio.

– Sustainability Strategy.

Our communities provide an exceptional lifestyle that has made them among the most sought-after places to live and work in the country.

Sustained migration into The Woodlands, Bridgeland, and Summerlin reinforces that thoughtful planning is highly attractive as residents, CEOs, and commercial tenants are seeking and expecting a committed approach to sustainability and community health and wellness.

We integrate sustainability initiatives into the planning, development, and operation of our MPCs by promoting access to green spaces, reducing energy use and carbon emissions, conserving water, protecting biodiversity, and supporting healthy living.

We pursue sustainability certifications, including Leadership in Energy and Environmental Design (LEED), where appropriate by asset type and market conditions, and voluntarily report on our sustainability efforts through the annual Global Real Estate Sustainability Benchmark (GRESB) and S&P Global Corporate Sustainability Assessment.

Additional details are available in our most recent annual Sustainability Report, which can be found in the Investors section of the Company’s website (https://investor.howardhughes.com/news-events/presentations).

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The nature and extent of our competition depends on the type of property involved.

Competition The nature and extent of our competition depends on the type of property involved.

With respect to our Operating Assets segment, we primarily compete for retail, office, and multifamily tenants.

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We also own the majority of square feet of each product type in many of our markets.

Available Information

Our website address is www.howardhughes.com.

Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other publicly filed documents, including all exhibits filed therewith, are available and may be accessed free of charge through the Investors section of our website under the Securities and Exchange Commission (SEC) Filings subsection, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC at www.sec.gov.

Also available through the Investors section of our website are reports filed by our directors and executive officers on Forms 3, 4, and 5, and amendments to those reports.

Our website and included or linked information on the website are not incorporated into this Annual Report on Form 10-K.

From time to time, we use our website as an additional means of disclosing public information to investors, the media, and others interested in us.

BUSINESS SEGMENTS

The following further describes our three business segments and provides a general description of the assets comprising these segments.

Refer to Item 2.

Properties for additional detail on individual properties, including assets by reportable segment, geographic location, and predominant use at December 31, 2024.

This section should be referred to when reading Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations , which contains information about our financial results and operating performance for our business segments.

Operating Assets

We have developed many of the assets in our Operating Assets segment since the Company’s inception in 2010.

As of December 31, 2024, we have 74 Operating Assets, including our investments in unconsolidated ventures, consisting of 12 retail properties, 36 office properties, 17 multifamily properties, and 9 other operating properties or investments.

Excluding our projects under construction, we own approximately 9.2 million square feet of retail and office space and 5,587 multifamily units.

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We believe that the long-term value of our Operating Assets is driven by their concentration in our MPCs, where we believe we have a competitive advantage.

Revenue is primarily generated through rental services and is directly impacted by trends in rental rates and operating costs.

We will also occasionally sell an operating asset when it does not complement our existing properties or no longer fits within our current strategy.

In 2024, the Company completed the sale of four non-core ground leases and a medical office building in The Woodlands, and a retail property in Bridgeland for total proceeds of $51.6 million.

For certain assets, we believe there are opportunities to improve operating performance through redevelopment or repositioning.

Redevelopment plans for these assets may include office, retail, or residential space, shopping centers, movie theaters, parking complexes, or open space.

The redevelopment plans may require that we obtain permits, licenses, consents, and/or waivers from various parties.

These opportunities will require new capital investment and vary in complexity and scale.

The redevelopment opportunities range from those that would have minimal disruption to the property to those requiring partial or full demolition of existing structures for new construction.

Factors we evaluate in determining whether to redevelop or reposition an asset include the following:

(1) existing and forecasted demographics surrounding the property;

(2) competition related to existing and/or alternative uses;

(3) existing entitlements of the property and our ability to change them;

(4) compatibility of the physical site with proposed uses;

and (5) environmental considerations, traffic patterns, and access to the properties.

Upon completion of construction or renovation of a development or redevelopment, the asset is fully or partially placed in service and transferred back into our Operating Assets segment.

Master Planned Communities

As of December 31, 2024, our portfolio of MPCs was comprised of Summerlin in Las Vegas;

The Woodlands, The Woodlands Hills and Bridgeland in the Houston region;

and Teravalis in the Phoenix region.

Our MPC segment includes the development and sale of residential and commercial land, primarily in large-scale, long-term projects.

These developments often require decades of investment and continued focus on the changing market dynamics surrounding these communities.

Our MPCs have won numerous awards for design excellence and for community contribution.

Summerlin and Bridgeland were again ranked by Robert Charles Lesser & Co., LLC (RCLCO), capturing fifth and seventh top-selling master planned communities in the nation, respectively, for the year ended December 31, 2024.

We expect the competitive position, desirable locations, and land development expertise to drive the long-term growth of our MPCs.

As of December 31, 2024, our MPCs, including Floreo, our unconsolidated joint venture, encompassed approximately 101,000 gross acres of land and include approximately 35,000 acres of land available for sale or development.

Revenue is also generated through builder price participation with homebuilders.

We also occasionally sell or lease land for commercial development when we deem its use will not compete with our existing properties or our development strategy.

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Strategic Developments

Our Strategic Developments segment consists of 15 development or redevelopment projects, including developments within our MPCs that will transition to Operating Assets upon completion and condominium towers at Ward Village in Hawai‘i and The Woodlands.

Many of these developments require extensive planning and expertise in large-scale and long-range development to maximize their highest and best uses.

The strategic process is complex and unique to each asset and requires ongoing assessment of the changing market dynamics prior to the commencement of construction.

We are in various stages of predevelopment or execution of our strategic plans for many of these assets based on market conditions.

As of December 31, 2024, eight properties were under construction and not yet placed into service.

We generally obtain construction financing to fund a significant amount of the costs associated with developing these assets.

Ward Village We continue to transform Ward Village into a vibrant neighborhood offering unique retail experiences, dining, and entertainment, along with exceptional residences and workforce housing set among open public spaces and pedestrian-friendly streets.

We believe we have found the optimal mix of price point and product in the Honolulu market for condominium development as evidenced by the demand for our condominium projects.

In January 2025, the State of Hawai’i approved amendments to the local development rules to include updated guidelines for smart growth in areas including Ward Village.

ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)

Howard Hughes communities are rooted with a deep respect for the natural environment and provide an exceptional lifestyle that has made them among the most sought-after places to live and work in the country.

Today, our portfolio includes approximately 101,000 gross acres in five states.

The migration into The Woodlands, Bridgeland, and Summerlin reinforces that thoughtful planning is highly attractive as residents, CEOs, and commercial tenants are seeking and expecting a committed approach to sustainability and community health and wellness.

The strong demand for homes in amenity-rich, business-friendly environments that offer a high quality of life is driving relocation to our communities, and companies are following to take advantage of this talent pool.

Through purposeful planning and advanced design of homes, offices, retail, mixed-use commercial areas, as well as public gathering spaces, we promote energy efficiency and conservation of resources, provide access to nature and walkable downtowns, and offer short commutes that foster community engagement and connectivity.

We understand the value of having access to the natural environment, which is why we have dedicated at least 20% of our communities across the country to parks, lakes, trails, and nature preserves.

Our program is overseen by our Chief Executive Officer, President, and Board of Directors.

Additional details on our sustainable, inclusive, and transparent approach are available in our most recent annual Communities Report, which can be found on the Company’s website (https://www.howardhughes.com/communities/).

This annual report, published in October 2024, looks at the collective efforts of our team in 2023.

Our disclosure is in reference to the most recent Global Reporting Initiative’s 2021 Standards , includes indices aligned with the Task Force on Climate-related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board Real Estate Standard.

Prior to this report, our most recent Communities Report was published in October 2023, and covered calendar year 2022.

Environmental Strategy and Performance

In the planning and development of our award-winning master planned communities, we take meaningful and measurable action to be more efficient and resilient, as we promote access to green spaces, reduce energy use and carbon emissions, conserve water resources, protect biodiversity, and support healthy living.

Our approach starts by embedding industry leading sustainable strategies from the beginning as part of our horizontal land use planning and vertical development process.

Best practices are then carried into the construction phase and through the ongoing maintenance and operations of our portfolio.

We leverage independent reporting frameworks, third-party certifications, and globally adopted guidance to ensure we are in alignment with industry-recognized standards.

Voluntary and industry leadership frameworks pursued in our portfolio currently exceed U.S.

regulations and supplement our ambition to be best in class.

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We pursue sustainability certifications for all applicable assets, and target a minimum of Leadership in Energy and Environmental Design (LEED) Silver for all new strategic developments to promote third-party verification and reinforce our trusted commitment to sustainable growth.

Sustainability certifications require suppliers to align with common goals of energy and water efficiency, environmentally responsible material use, and occupational health.

Our suppliers and vendors are strongly encouraged to follow the same ethical standards with respect to environmental impact, social responsibility, and corporate governance principles that guide our business.

The Supplier Code of Conduct is available under Governance Documents on the Company’s website.

Each community manages and addresses its unique context through resilient planning, green building design, high operational performance, and ongoing risk management.

We continue to monitor and refine our approach as developments transition into operating assets in order to ensure continued support for the responsible use of resources, conservation, and efficiency measures.

From an operational standpoint, we measure energy, water, emissions, and waste performance and proactively pursue efforts to reduce our impact across our portfolio.

These efforts align with UN Sustainable Development Goals, which focus on climate health and responsible resource stewardship.

We complement this holistic approach with programs and actions customized for the age, asset type, and regional considerations of our diverse properties.

Data-driven analysis, engineering insights, and occupant feedback drive unique strategies for each of our buildings.

With a goal of transparency, we proactively discuss milestones in quarterly investor videos, earnings calls, investor presentations, and on social channels.

Furthermore, we voluntarily report on the program through the annual Global Real Estate Sustainability Benchmark (GRESB) and S&P Global Corporate Sustainability Assessment, helping the company benchmark its performance against peers and determine improvement areas.

Using TCFD as a framework, Howard Hughes communicates the environmental impact of its business.

To provide useful information to investors, we monitor sustainability ratings from various institutions.

As we continue to manage and measure our portfolio’s environmental performance through independent verification, we seek ways to accelerate progress.

In 2024, Howard Hughes conducted a comprehensive carbon inventory in alignment with greenhouse gas protocol and received validation of targets by Science Based Targets initiative (SBTi).

SBTi, a nonprofit organization, helps businesses set reduction targets aligned with the latest climate science and the Paris Agreement to limit global warming to 1.5 degrees Celsius.

The targets are noted on page 99 of the 2023 Communities Report on the Company’s website.

The inventory covered energy use, refrigerants, corporate activities, and all business segments.

The analysis developed carbon targets and a decarbonization roadmap through 2030.

The targets will guide the company’s overall decarbonization efforts, manage regulatory risks, drive efficiency, and deliver resilience across the portfolio.

In 2024, Howard Hughes was recognized by GRESB for its proven commitment to sustainability and industry leadership across its national portfolio, once again earning the top ranking in the peer group of Americas Diversified Listed real estate companies.

Also in 2024, the entire community of Summerlin in Las Vegas achieved LEED precertification by the U.S.

Green Building Council (USGBC), becoming Nevada’s first master planned community to achieve this distinction.

Summerlin joins an elite global group of entities, including our communities of The Woodlands, Bridgeland, Merriweather District in Downtown Columbia, and Ward Village, that are recognized by USGBC for their dedication to making their communities healthy, resilient, inclusive, and inherently sustainable for residents.

With this addition, Howard Hughes now boasts one of the largest LEED precertified or certified community portfolios in the U.S., covering more than 62,000 acres.

Social Strategy and Impact

Human Capital As of December 31, 2024, our workforce was made up of approximately 545 employees who form the bedrock of our core operations.

Beyond our commitment to community building, we create spaces for our employees to thrive, both within and beyond their professional lives.

HHH is committed to fostering an environment where employees can excel both professionally and personally through continuing education, experiences, and exposure to developmental opportunities.

We cultivate a culture of continuous learning by offering resources such as tuition reimbursement, student debt management support, financial wellness workshops, and training budgets tailored to development needs.

Personal well-being is prioritized through comprehensive benefits that include a robust health package, a 401(k) match program, up to 12 weeks of fully paid parental leave, adoption and surrogacy support, commuter benefits, pet insurance, and wellness incentives designed for all life stages.

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Our dedication to workplace culture, employee development, and community involvement resulted in more than 65 unique opportunities for employees across departments and regions to engage in the Company’s culture, market strategy, and corporate initiatives.

Location-specific training programs led by subject matter experts empowered employees to grow within their roles and further enhanced our ability to attract, develop, and retain exceptional talent.

To support a dynamic and diverse workforce, we continued investing in equitable access to professional development and leveraged both internal networks and strategic partnerships to build an inclusive candidate pipeline.

We continue to invest in attracting a qualified and well-rounded candidate pool.

The Summer Associates program spearheaded our effort to attract early career talent.

This exceptional intern population was 46% ethnically diverse.

As of December 31, 2024, our full-time workforce was 56% female and 40% ethnically diverse.

Employees at the Vice President level and above were 38% female and 21% ethnically diverse.

These results underscore our ongoing commitment to cultivating teams with varied perspectives, which are critical to innovation and performance.

We also remain deeply committed to community impact through our HHCares program, supporting 178 local charities via monetary donations and employee volunteerism.

In 2024, the Company donated nearly $3.4 million nationwide, as well as an additional $230,000 in employee contributions and company matches to 501(c)(3) organizations.

Our employees collectively volunteered 3,700 hours, a greater than 30% increase from the prior year, showcasing their dedication to strengthening communities where we live and work.

At Howard Hughes, we recognize that our people are the heart of our organization and the communities we serve.

By investing in their development, well-being, and impact, we continue to build a foundation for success that drives meaningful change.

Governance and Risk Management

Sound corporate governance is fundamental to protecting stakeholder interests, upholding the values and reputation of the organization, maintaining regulatory compliance, and more.

As such, we adhere to the highest possible standards of oversight, accountability, integrity, and ethics;

this includes our executives, our team members, and our Board of Directors.

Howard Hughes has a Risk Committee, consisting of independent members of the Board of Directors, which guides key topics as contemplated by the committee charter which, along with the charters of other Board committees, can be found under Governance Documents on the Company’s website (https://investor.howardhughes.com/governance/).

In addition, Howard Hughes has formal Enterprise Risk Management (ERM) Program that is overseen by the Risk Committee and led by an Executive Vice President of Risk Management.

The Risk Committee evaluates the effectiveness of the ERM Program and monitors risks that are considered critical by management.

The committee reviews both emerging risks and risk mitigation activities deemed material by management, and oversees management’s approach to fostering a risk-intelligent culture.

HHH’s overall governance program is shaped and supported by the Board and encompasses a range of corporate governance policies and guidelines that include but are not limited to:

Supplier Code of Conduct, Human Rights Policy, Anti-Corruption Compliance Policy, Code of Conduct, Code of Conduct and Ethics for Board of Directors, Corporate Governance Guidelines, Diversity Policy, and the Whistleblower Hotline.

These documents are published under Governance Documents on the Company’s website.

HUMAN CAPITAL

As of December 31, 2025, the Company employed approximately 500 individuals, with the majority serving in full-time roles across various U.S.

Our employees are fundamental to our core operations and represent a vital asset to the organization.

The ongoing effectiveness of our strategy and the generation of sustainable value for the company are contingent upon our capacity to attract, develop, and retain exceptional talent.

Our commitment to community building is reflected in the creation of spaces that empower employees to prosper both professionally and personally.

To further promote growth, employees have access to a variety of valuable resources.

These include tuition reimbursement programs, support for managing student debt, and financial wellness workshops, all aimed at enhancing financial literacy and stability.

Customized training initiatives focus on professional development as well as compliance and ethics education, reinforcing our dedication to integrity and career advancement throughout the organization.

In 2025, the Company invested in various training initiatives, including the introduction of our leadership development program.

This initiative underscores our ongoing investment in developing future leaders and supporting the professional aspirations of our workforce.

Our talent management processes are structured to ensure that the appropriate skills are aligned with the correct roles at the optimal time.

We monitor voluntary and involuntary turnover, as well as time to fill for critical positions, to assess the effectiveness of our recruiting, onboarding, and retention initiatives.

This allows us to adjust our talent strategies as needed.

The company's comprehensive benefits program includes robust healthcare coverages including voluntary benefits for unexpected life events, wellness incentives for all life stages, up to 12 weeks of fully paid parental leave, adoption and surrogacy support, a 401(k)-match program for retirement planning, and other plans like commuter benefits and pet insurance to meet the needs of our diverse workforce.

The Company remains deeply committed to community impact through our HHCares program, which supported 178 local charities in 2025 through monetary donations and employee volunteerism.

Our employees collectively volunteered approximately 3,150 hours, showcasing their dedication to strengthening communities where we live and work.

At HHH, we recognize that our people are at the heart of our organization and the communities we serve.

By investing in their development, well-being, and community impact, we continue to build a foundation for success that drives meaningful change.

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In connection with our ownership, operation, and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.

For further information see Governance and Risk Management above.

HHH 2025 FORM 10-K | 9

1 unchanged sentence

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 1. Business