What changed in this filing

/stocks — the workspaceLOADING

Item 7. Management’s Discussion and Analysis

2026-02-19 compared with 2025-02-26 · 247 added, 257 removed, 424 unchanged (54% of the section changed)

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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 Howard Hughes Holdings, Inc.’s (HHH or the Company) 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.

Pershing Square Proposals In August 2024, Pershing Square announced its intent to evaluate the possibility of various potential alternatives with respect to its investment in the Company, including a possible transaction in which it (either alone or together with one or more potential co-investors) might acquire all or substantially all of the shares of common stock in the Company not owned by Pershing Square and its affiliates, and in connection therewith take the Company private.

Following this announcement, our board of directors formed a committee (Special Committee), composed of independent directors to review any proposal by Pershing Square.

Following the August 2024 announcement, Pershing Square has engaged in additional communications with the Special Committee, including, as previously disclosed, submitting the January 13 Pershing Square Proposal, pursuant to which Pershing Square would acquire additional shares of the Company’s common stock in a merger transaction between the Company and a newly formed merger subsidiary of Pershing Square Holdco, L.P., upon the consummation of which Pershing Square would own a majority of the Company’s common stock.

On February 18, 2025, Pershing Square announced that it had withdrawn the January 13 Pershing Square Proposal and submitted the February 18 Pershing Square Proposal, under which it would purchase from the Company $900 million of the Company’s Common Stock for $90 per share.

Pershing Square currently beneficially owns approximately 37.4% of the Company's common stock.

Should the transaction contemplated by the February 18 Pershing Square Proposal be consummated, Pershing Square’s beneficial ownership would increase to 48.0%.

There can be no assurance that the Company will pursue this proposed transaction or any proposed modification thereof that Pershing Square submits, or any other strategic outcome, and HHH does not intend to comment further on this matter unless and until further disclosure is determined to be appropriate or necessary.

The Special Committee is currently evaluating these matters to determine the appropriate course of action and process.

General Overview Please refer to Item 1.

Business for a general discussion of our business strategy, competitive strengths, and a general description of the assets contained in our three business segments and Item 2.

General 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.

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

and its consolidated subsidiaries, which includes The Howard Hughes Corporation, unless otherwise specifically stated.

References to HHC or Howard Hughes Communities refer to The Howard Hughes Corporation and its consolidated subsidiaries unless otherwise specifically stated.

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 issued 9,000,000 shares of newly issued common stock to Pershing Square for an aggregate purchase price of $900 million (Pershing Square Issuance).

In connection with the investment, the Company and Pershing Square entered into related agreements, including a Services Agreement, Shareholder Agreement, Standstill Agreement, and Registration Rights Agreement.

The Company intends to use the proceeds from the transaction to acquire or invest in operating businesses.

As previously disclosed in our Current Report on Form 8‑K filed on December 18, 2025, the Company 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.

To support the funding of the acquisition, the Company also entered into an equity commitment letter with Pershing Square Holdings, Ltd.

under which Pershing Square committed to purchase up to $1.0 billion of the Company’s preferred stock, prior to and contingent upon the closing of the Vantage acquisition.

Over time, the Company will have the right, but not the obligation, to repurchase the preferred stock during specified periods and upon certain triggering events.

The acquisition is expected to be funded through the Company’s cash on hand, and proceeds from the issuance of the preferred stock.

Refer to Item 1.

Business for a general description of the assets contained in our three business segments and Item 2.

Properties for details regarding the asset type, size, location, and key metrics about our various properties.

Changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our consolidated financial statements and then rounded to the nearest million.

Therefore, certain changes may not recalculate based on the amounts rounded to the nearest million.

We are primarily focused on creating stockholder value by increasing our per-share net asset value.

Often, the nature of our business results in short-term volatility in our net income due to the timing of Master Planned Communities (MPC) land sales, recognition of condominium revenue, and operating business pre-opening expenses.

2024 Results During 2024, we maintained positive momentum and delivered solid financial results which met or exceeded our 2024 guidance expectations within each of our core businesses.

This strong performance is a testament to our premier communities and best-in-class assets, further highlighting the strength of our unique business model.

In our MPCs, we experienced heightened demand and home builder interest for new land parcels.

As a result, MPC earnings before taxes (EBT) increased 2% year-over-year, driven by a new full-year record number of residential acres sold and record average price per acre.

Therefore, certain changes may not recalculate based on the amounts rounded to the nearest million.

2025 Results During 2025, we delivered exceptional results across our core business lines.

Operating Assets net operating income (NOI) and MPC earnings before taxes (EBT) both reached record highs, while our condo and strategic development activities extended the runway for future growth.

In our MPCs, we continued to experience heightened demand and home builder interest for new land parcels.

As a result, MPC EBT increased 36% year-over-year, driven by a new full-year record number of residential acres sold.

In Operating Assets, we delivered another full-year NOI record, outpacing 2024 results by 7%, excluding dispositions.

This growth was led by our office portfolio, which continued to benefit from strong lease-up activity and abatement expirations at various properties in The Woodlands, Merriweather District, and Summerlin.

In 2025, the Company executed 484,000 square feet of new or expanded office leases including 334,000 square feet in The Woodlands, 88,000 square feet in Merriweather District, and 62,000 square feet in Summerlin.

Our multifamily portfolio also contributed meaningfully to the outperformance due to continued lease-up at our newer properties in Summerlin, Bridgeland, and Merriweather District.

In Strategic Developments, Ward Village had another strong year, closing 690 units at Ulana Ward Village, a workforce tower that generated $369.5 million of condominium revenues at a break even gross margin, which is consistent with our typical target for workforce towers.

Pre-sales activity for our under construction condominiums progressed, and these projects were 93% pre-sold at year end and represent more than $1.9 billion of future contracted revenue.

Leasing activity at The Launiu remained strong and we launched pre-sales for two new Ward Village condominiums, Melia and ‘Ilima in June 2025, with 66% of the units at these predevelopment towers pre-sold at year end representing $2.0 billion of future contracted revenue.

Future contracted revenues will be recognized as projects are completed.

HHH 2025 FORM 10-K | 36

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In Operating Assets, we delivered another full-year net operating income (NOI) record, outpacing 2023 results by 7%, excluding dispositions.

This growth was led by strong leasing velocity at our newest multifamily developments, as well as record NOI at our office properties due to strong lease-up activity and abatement expirations in The Woodlands and Summerlin.

In 2024, the Company executed 473,000 square feet of new or expanded office leases, including 323,000 square feet in The Woodlands, 91,000 square feet in Downtown Columbia, and 59,000 square feet in Summerlin.

In Strategic Developments, Ward Village had another strong year, closing all 349 units at Victoria Place and generating $778.6 million of condominium revenues.

Presales activity for our under construction condominiums progressed, with 111 condominium units contracted in Hawai’i and Texas in 2024, including 78 units at The Ritz-Carlton Residences, 18 units at Kalae, and 15 units at The Park Ward Village.

These projects were 96% pre-sold at year end and represent more than $2.2 billion of future contracted revenue that will be recognized as these projects are completed.

We also initiated presales for The Launiu, which contracted 283 units and was 58.4% pre-sold at year end.

Construction on The Launiu is expected to begin in 2025.

2025 Outlook Proceeding into 2025, we maintain a positive long-term outlook for our businesses.

Across our MPCs, we see strong demand for our unmatched landbank, world-class portfolio of operating assets, and premier condominium developments.

MPC EBT is projected to be strong in 2025 and aided by continued tight supply of existing homes on the market and low inventories of vacant developed lots in our MPCs.

As a result, we anticipate solid new home sales in Summerlin, Bridgeland, and The Woodlands Hills and continued strong homebuilder demand for residential land throughout 2025.

Residential land sales are expected to occur throughout the year, but the second and third quarters will likely see a higher concentration of superpad sales in Summerlin.

Overall, MPC EBT is expected to be up 5% to 10% year-over-year.

Operating Assets NOI, including the contribution from unconsolidated ventures, is projected to benefit from continued growth in multifamily driven by increased occupancy at new multifamily developments.

Office is also expected to improve year-over-year due to strong leasing momentum and expiring rent abatements across the portfolio.

This improvement will likely be partially offset by lower occupancy at various properties in Downtown Columbia, some tenant turnover in The Woodlands, and initial operating losses from our newest office developments.

Retail is expected to see a modest reduction in NOI during 2025, primarily due to non-recurring collections of tenant reserves in Ward Village during 2024 and the impact of some tenant upgrades and turnover in Downtown Summerlin as this property reaches its 10-year anniversary.

Overall, Operating Assets NOI is expected to be flat to up 4% year-over-year.

Condominium sales revenues are projected to be approximately $375 million in 2025, and driven entirely by the closing of units at Ulana, which is 100% pre-sold and expected to be completed in the fourth quarter.

As Ulana is a workforce housing tower, the Company does not expect to recognize any gross profit from the project.

Our next condominium tower, The Park Ward Village, is already 96.7% pre-sold, and is expected to contribute meaningful revenues and gross profit in 2026.

2026 Outlook Proceeding into 2026, we maintain a positive long-term outlook for our businesses and believe we are well positioned to create value across cycles.

We remain focused on maintaining liquidity, managing near‑term maturities, and allocating capital to the highest‑return opportunities across our business segments.

Development spending will continue on a disciplined basis, and we will evaluate opportunities to recycle capital and enhance balance‑sheet flexibility as market conditions evolve.

Across our master planned communities, we expect demand for new homes, retail, and office space to remain resilient, supported by constrained inventories of existing homes, continued migration to our communities, and the quality and scale of our offerings.

MPC EBT is expected to normalize in 2026 following a record year of land sales in 2025 and Operating Assets performance is expected to be stable to modestly positive.

We expect condominium activity during the year to be driven primarily by The Park Ward Village, which is substantially pre-sold and positioned to contribute meaningful revenue and gross profit as it is delivered.

Additionally, the Pershing Square investment and the pending agreement to acquire Vantage mark important steps in broadening our strategic reach.

We expect to make meaningful progress in 2026 toward building a durable foundation to compound long-term shareholder value across multiple platforms, while maintaining our focus on liquidity, disciplined capital allocation, and balance sheet flexibility.

The Company’s expectations will be updated as applicable throughout 2026, and as additional information becomes available regarding the pending Vantage acquisition and its expected contribution to the consolidated business.

Our outlook is subject to risks and uncertainties, including those related to interest rates, capital markets conditions, general economic and housing trends in our key regions, and other factors described in Part I, Item 1A.

Risk Factors and elsewhere in this Annual Report.

2025 Highlights

– Net income from continuing operations increased to $285.2 million in 2024, compared to net income of $83.4 million in the prior year.

The year-over-year increase was primarily attributed to condominium closings at Victoria Place, the receipt of insurance proceeds following the execution of a settlement agreement related to the construction defect claims at Waiea, and an increase in residential acres sold in Summerlin.

– We continue to maintain a strong liquidity position with $596.1 million of cash and cash equivalents, $317.0 million of undrawn capacity on our Secured Bridgeland Notes, and $1.2 billion of undrawn lender commitment available to be drawn for property development, and limited near-term debt maturities.

– Net income from continuing operations decreased to $123.8 million in 2025, compared to net income of $285.2 million in the prior year.

The year-over-year decrease was primarily attributed to a change in the product mix of condominium closings as we closed units at a workforce tower in the current year, compared to closing units at a luxury tower in the prior year, and the receipt of insurance proceeds in the prior year following the execution of a settlement agreement related to the construction defect claims at Waiea.

These decreases were partially offset by an increase in residential acres sold in Summerlin.

– We continue to maintain a strong liquidity position with $1.5 billion of cash and cash equivalents, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, and $686.6 million of undrawn lender commitment available to be drawn for property development, and limited near-term debt maturities.

Operating Assets

– Operating Assets EBT decreased $1.4 million, with a loss of $28.5 million in 2024, compared to a loss of $27.1 million in the prior year.

– Operating Assets EBT increased $1.0 million, with a loss of $27.4 million in 2025, compared to a loss of $28.5 million in the prior year.

– Operating Assets NOI was $262.0 million in 2025, a $16.5 million increase compared to $245.5 million in the prior year.

– Office NOI increased $6.4 million, primarily due to strong leasing activity and abatement expirations at various properties in The Woodlands and Summerlin, most notably at 9950 Woodloch Forest and 1700 Pavilion, partially offset by decreases related to lower occupancy at 1725 Hughes Landing and certain properties in Downtown Columbia, as well as initial operating losses at Meridian in Summerlin.

– Office NOI increased $13.6 million, primarily due to strong leasing activity and abatement expirations at various properties in The Woodlands, Merriweather District, and Summerlin, most notably at 9950 Woodloch Forest, 6100 Merriweather, and 1700 Pavilion, partially offset by decreases related to lower occupancy at certain properties in The Woodlands, most notably at 3831 Technology Forest and Two Hughes Landing.

– Multifamily NOI increased $3.9 million primarily due to continued lease-up at Tanager Echo in Summerlin, Wingspan in Bridgeland, and Marlow in Merriweather District.

– In 2025, the Company completed the sale of four land parcels and retail spaces in Ward Village for total proceeds of $18.2 million, and a combined gain on sale of $14.4 million.

– MPC EBT totaled income of $476.1 million in 2025, a $127.0 million increase compared to income of $349.1 million in the prior year.

– The increase in EBT was primarily due to higher residential land sales at Summerlin and Bridgeland, higher commercial land sales in The Woodlands, and lower equity losses at The Summit.

HHH 2025 FORM 10-K | 37

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– Retail NOI increased $4.2 million primarily due to the collection of previously reserved accounts receivable in Ward Village as well as improved occupancy in the ground floor retail at Juniper and Marlow in Downtown Columbia and Kō'ula in Ward Village.

– Multifamily NOI increased $6.0 million primarily due to continued lease-up at our newer properties, Marlow in Downtown Columbia, Starling at Bridgeland, and Tanager Echo in Summerlin, partially offset by winter-weather-related insurance recoveries in 2023.

– 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, and a combined gain on sale of $22.9 million.

– MPC EBT totaled income of $349.1 million in 2024, a $7.7 million increase compared to income of $341.4 million in the prior year.

– The increase in EBT was primarily due to higher superpad land sales and price per acre in Summerlin, partially offset by lower equity earnings at The Summit, lower commercial land sales in Bridgeland, and lower residential and commercial land sales in The Woodlands.

Strategic Developments

– Strategic Developments EBT totaled income of $282.8 million in 2024, a $300.1 million increase compared to a loss of $17.3 million in the prior year.

– The increase in EBT was primarily due to a $203.8 million increase in profits from condominium sales and an $89.8 million increase in other income due to the receipt of insurance proceeds following the execution of a settlement agreement related to the construction defect claims at Waiea in the current year.

The increase in profits from condominium sales was the result of closing on all 349 units at Victoria Place during the current year, compared to closing on 31 units at ‘A‘ali‘i and 16 units at Kō'ula during the prior year.

– We began pre-sales at The Ritz-Carlton Residences, The Woodlands in March 2024.

As of December 31, 2024, we had pre-sold 78 units, representing 70.3% of available units.

Construction began on The Ritz-Carlton Residences in October 2024.

– As of December 31, 2024, 95.5% of the units at our four towers under construction, The Park Ward Village, Ulana Ward Village, Kalae, and The Ritz-Carlton Condominiums, are under contract.

– In 2024, we placed five properties in service, including the second and third phases of Wingspan, a single family build to rent property in Bridgeland;

10285 Lakefront Medical Office, an office property in Columbia;

Meridian, an office property in Summerlin;

Summerlin Grocery Anchored Center, a retail property in Summerlin;

and Village Green at Bridgeland Central, a retail property in Bridgeland.

These properties represent 189 multifamily units and approximately 328,000 square feet of retail and office space.

– In 2024, we began construction on four properties, including Kalae, a condominium property in Ward Village;

The Ritz-Carlton Condominiums, a condominium property in The Woodlands;

– Strategic Developments EBT totaled a loss of $13.9 million in 2025, a $296.7 million decrease compared to income of $282.8 million in the prior year.

– The decrease in EBT was primarily due to a decrease in condominium sales net cost of sales due to the change in the product mix of condominium closings as we closed units at a workforce tower in the current year, compared to closing units at a luxury tower in the prior year, and a decrease in other income related to accruing a charge for a legal judgment in Columbia in the current year, compared to the receipt of insurance proceeds for the Waiea remediation in the prior year.

These decreases were partially offset by an increase in gain on sale of real estate assets due to a land swap in The Woodlands and the sale of a land parcel near Merriweather District in the current year.

– Leasing activity at The Launiu remained strong and we launched pre-sales for two new Ward Village condominiums, Melia and ‘Ilima in June 2025.

During 2025, we contracted 283 pre-development units and as of December 31, 2025, 66% of the units at our three pre-development towers are under contract.

– In 2025, we placed three properties in service, including Grogan’s Mill Retail, a retail property in The Woodlands;

One Bridgeland Green, an office property in Bridgeland;

and Grogan’s Mill Retail, a retail property in The Woodlands.

These properties represent 440 condominium units and approximately 96,000 square feet of retail and office space.

– Net expenses related to Corporate income, expenses, and other items increased $104.6 million compared to the prior-year period primarily due to a $53.8 million increase in income tax expense and a $48.7 million loss on sale of Municipal Utility District (MUD) receivables.

and 1 Riva Row, a multifamily property in The Woodlands.

These properties represent 268 multifamily units and approximately 81,000 square feet of retail and office space.

– In 2025, we began construction on Memorial Hermann Medical Office, an office building in Bridgeland, and the redevelopment of 7 Waterway, an office building in The Woodlands.

These properties represent approximately 237,000 square feet of office space.

– Net expenses related to Corporate income, expenses, and other items decreased $7.3 million compared to the prior year primarily due to a decrease in income tax expense, partially offset by an increase in general and administrative expenses, primarily related to the Pershing Square advisory fee and a strategic reduction in force in the current year.

Capital and Financing Activities

– In 2024, our financing activity included draws on existing mortgages of $417.0 million, new borrowings of $176.5 million (excluding undrawn amounts on new construction loans), refinancings of $168.0 million, and repayments of $454.8 million.

In addition, we repaid $192.0 million on the Secured Bridgeland Notes using the proceeds from the sale of MUD receivables.

In the fourth quarter of 2024, we expanded the borrowing capacity of these notes from $475.0 million to $600.0 million and extended the maturity to 2029.

– In 2025, our financing activity included draws on existing mortgages of $573.5 million, refinancings of $184.2 million, and repayments of $365.7 million.

In addition, we repaid $198.0 million on the Secured Bridgeland Notes using the proceeds from the sale of Municipal Utility District (MUD) receivables.

For additional information, refer to Note 9 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

– Subsequent to year end, on February 17, 2026, HHC, the Company’s wholly owned subsidiary, issued $500.0 million of 5.875% senior unsecured notes due 2032 and $500.0 million of 6.125% senior unsecured notes due 2034.

HHC used the net proceeds to redeem its outstanding $750.0 million 5.375% senior unsecured notes due 2028, including premiums, accrued and unpaid interest and related expenses, and will use the remaining proceeds for general corporate purposes.

Refer to Note 9 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional detail.

HHH 2025 FORM 10-K | 38

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Operating Assets Segment EBT

thousands 2024 2023 $ Change

thousands except percentages 2025 2024 $ Change % Change

Rental revenue $ 441,413 $ 421,641 $ 19,772 5 %

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Segment EBT $ (27,426) $ (28,455) $ 1,029 4 %

Operating Assets segment EBT decreased $1.4 million compared to the prior-year period primarily due to the following:

– Interest expense increased $13.0 million primarily due to increased borrowings on construction loans secured by our operating assets as well as an increase related to the change in fair value of certain derivative instruments.

– Depreciation and amortization increased $7.9 million primarily related to new assets placed in service.

– Rental property real estate taxes increased $3.4 million primarily due to new assets placed in service.

– Gain on sale of real estate decreased $1.0 million as the gain on the sale of Lakeland Village Center at Bridgeland and Creekside Park Medical Plaza, and four non-core ground leases in The Woodlands in 2024 was lower than the combined gain on the sales of two self-storage properties and Memorial Hermann Medical Office in The Woodlands and certain properties in Ward Village in 2023.

– Other land, rental, and property revenues decreased $4.4 million primarily due to higher office lease termination fees in the 2023 than in 2024.

These decreases to EBT were partially offset by the following:

– Rental revenues, net of Operating costs and provision for doubtful accounts increased $27.1 million primarily due to increased leasing activity across our portfolio.

– Equity earnings increased $2.9 million primarily due to the change in value of certain derivative instruments.

Operating Assets segment EBT increased $1.0 million compared to the prior year primarily due to the following:

– Rental revenues, net of Operating costs increased $12.5 million primarily due to increased leasing activity across our portfolio.

This increase to EBT was partially offset by the following:

– Gain on sale of real estate decreased $8.6 million primarily due to the sale of four land parcels and retail spaces in Ward Village in 2025, compared to the sale of Lakeland Village Center at Bridgeland, Creekside Park Medical Plaza, and four non-core ground leases in The Woodlands in 2024.

Net Operating Income In addition to the required presentations using accounting principles generally accepted in the United States (GAAP), we use certain non-GAAP performance measures, as we believe these measures improve the understanding of our operational results and make comparisons of operating results among peer companies more meaningful.

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and equity in earnings from unconsolidated ventures.

We believe that NOI is a useful supplemental measure of the performance of our Operating Assets segment because it provides a performance measure that reflects the revenues and expenses directly associated with owning and operating real estate properties.

We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that property-specific factors such as rental and occupancy rates, tenant mix, and operating costs have on our operating results, gross margins, and investment returns.

HHH 2025 FORM 10-K | 39

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A reconciliation of Operating Assets segment EBT to Operating Assets NOI is presented in the table below.

Operating Assets NOI

thousands 2024 2023 $ Change

Total Operating Assets segment EBT $ (28,455) $ (27,057) $ (1,398)

thousands except percentages 2025 2024 $ Change % Change

Operating Assets segment EBT $ (27,426) $ (28,455) $ 1,029 4 %

Depreciation and amortization 172,835 169,040 3,795 2 %

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Impact of straight-line rent (1,964) (4,770) 2,806 59 %

Other (306) 337 (643)

Other 388 (306) 694 NM

Operating Assets NOI $ 261,985 $ 245,455 $ 16,530 7 %

NM Not meaningful.

The below table presents Operating Assets NOI by property type:

Operating Assets NOI by Property Type

thousands 2024 2023 $ Change

thousands except percentages 2025 2024 $ Change % Change

Office $ 138,173 $ 124,594 $ 13,579 11 %

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Other 5,986 6,153 (167) (3) %

Redevelopments (a) — (189) 189

Dispositions (a) — 1,718 (1,718) (100) %

1 unchanged sentence

(a) Properties that were transferred to our Strategic Developments segment for redevelopment and properties that were sold are shown separately for all periods presented.

Operating Assets NOI increased $14.9 million compared to the prior-year period primarily due to the following:

– Office NOI increased $6.4 million primarily due to strong leasing activity and abatement expirations at various properties in The Woodlands and Summerlin, most notably at 9950 Woodloch Forest and 1700 Pavilion, partially offset by decreases related to lower occupancy at 1725 Hughes Landing and certain properties in Downtown Columbia, as well as initial operating losses at Meridian in Summerlin.

Operating Assets NOI increased $16.5 million compared to the prior year primarily due to the following:

– Office NOI increased $13.6 million primarily due to strong leasing activity and abatement expirations at various properties in The Woodlands, Merriweather District, and Summerlin, most notably at 9950 Woodloch Forest, 6100 Merriweather, and 1700 Pavilion, partially offset by decreases related to lower occupancy at certain properties in The Woodlands, most notably at 3831 Technology Forest and Two Hughes Landing.

– Multifamily NOI increased $3.9 million primarily due to continued lease-up at Tanager Echo in Summerlin, Wingspan in Bridgeland, and Marlow in Merriweather District.

HHH 2025 FORM 10-K | 40

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MPC Segment EBT

thousands 2024 2023 $ Change

Master Planned Community land sales (a) $ 453,195 $ 370,185 $ 83,010

thousands except percentages 2025 2024 $ Change % Change

Master Planned Communities land sales (a) $ 562,586 $ 453,195 $ 109,391 24 %

Other land, rental, and property revenues 19,929 17,707 2,222 13 %

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Interest income (expense), net 75,160 60,473 14,687 24 %

Other income (loss), net — (102) 102

Other income (loss), net 120 — 120 NM

Equity in earnings (losses) from unconsolidated ventures (3,374) (11,899) 8,525 72 %

Gain (loss) on sale or disposal of real estate and other assets, net 3,750 — 3,750 NM

Segment EBT $ 476,102 $ 349,134 $ 126,968 36 %

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This revenue fluctuates based upon the number and the prices of homes closed that qualify for builder price participation payments.

NM Not meaningful.

The following table presents MPC segment EBT by MPC for the years ended December 31:

MPC Segment EBT by MPC

thousands 2024 2023 $ Change

thousands except percentages 2025 2024 $ Change % Change

Bridgeland $ 100,396 $ 77,611 $ 22,785 29 %

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MPC segment EBT increased $7.7 million compared to the prior-year period primarily due to higher superpad land sales and price per acre in Summerlin, partially offset by lower equity earnings, primarily related to The Summit, lower commercial land sales at Bridgeland, and no residential or commercial land sales in The Woodlands.

MPC segment EBT increased $127.0 million compared to the prior year, primarily due to higher residential land sales at Summerlin and Bridgeland, higher commercial land sales in The Woodlands, and lower equity losses at The Summit.

Summerlin EBT increased $100.3 million compared to the prior year.

– MPC sales, net of MPC cost of sales increased $72.5 million primarily due to the following activity:

– increase in superpad acres sold, with 216.5 acres sold at an average price of $1.3 million per acre in 2024, compared to 169.2 acres sold at an average price of $1.3 million per acre in 2023

– increase in custom lots sold, with six lots totaling 3.8 acres sold at an average price of $6.0 million per acre in 2024, compared to one lot totaling 0.7 acres sold at a price of $2.9 million per acre in 2023

– increase due to $14.7 million more revenue recognized out of deferred revenue in 2024, compared to 2023

– increase due to $4.1 million in Special Improvement District (SID) bond assumptions resulting from an increase in superpad sales in 2024, compared to 2023

– increase in superpad acres sold, with 412.3 acres sold at an average price of $970,000 per acre in 2025, compared to 216.5 acres sold at an average price of $1.3 million per acre in 2024

– decrease due to $6.0 million less revenue recognized out of deferred revenue, net of associated deferred costs in 2025, compared to 2024

– decrease in custom lot acres sold partially offset by an increase in price per acre, with 2.7 acres sold at an average price of $7.5 million per acre in 2025, compared to 3.8 acres sold at an average price of $6.0 million per acre in 2024

– Equity earnings at The Summit increased $15.2 million.

This was primarily due to higher losses in 2024 related to changes to the development model.

– Builder price participation increased $4.9 million as homes earned higher participation revenue per home, partially offset by fewer homes closing with sales prices above the predetermined breakpoint necessary for participation revenue in 2025, compared to 2024.

– Increase of $4.0 million primarily due to higher capitalized interest inclusive of derivatives.

For additional detail, refer to Note 10 - Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

– Equity earnings at The Summit decreased $41.6 million.

Land and clubhouse unit sales decreased in 2024, compared to 2023, due to low remaining inventory.

– Builder price participation decreased $9.1 million as fewer homes were closed with sales prices over the predetermined breakpoint necessary for participation revenue in 2024.

This decrease was expected as several neighborhoods were completed in the first half of the year, and new neighborhoods were not launched until later in the year, resulting in lower available home inventory.

Teravalis EBT increased $7.4 million compared to the prior year.

– Equity earnings at Floreo increased $7.0 million primarily related to the closings of Floreo land sales in 2024 compared to no land sales in 2023.

Our Floreo joint venture sold a total of 115.4 residential acres at an average price of $777,000 per acre in 2024.

The Woodlands Hills EBT increased $4.0 million compared to the prior year.

– Other land, rental, and property revenues increased $3.5 million primarily due to higher advertising revenue related to superpad acres sold in 2025, compared to 2024.

Bridgeland EBT increased $22.8 million compared to the prior year.

– Increase of $9.4 million primarily due to higher capitalized interest.

– MPC sales, net of MPC cost of sales increased $8.9 million primarily due to the following activity:

– increase in residential acres sold, with 47.0 acres sold at an average price of $458,000 per acre in 2024, compared to 44.7 acres sold at an average price of $427,000 per acre in 2023

Bridgeland EBT decreased $24.2 million compared to the prior year.

– MPC sales, net of MPC cost of sales decreased $15.9 million primarily due to the following activity:

– decrease in commercial acres sold partially offset by an increase in price per acre, with 13.5 acres sold at an average price of $369,000 per acre in 2024, compared to 123.5 acres sold at an average price of $247,000 per acre in 2023

– decrease due to $2.7 million less recognition of deferred revenue net of associated deferred costs in 2024, compared to 2023

– increase in residential acres sold, with 178.1 acres sold at an average price of $591,000 per acre in 2024, compared to 151.0 acres sold at an average price of $564,000 per acre in 2023

– Decrease of $9.4 million primarily due increased interest expense as a result of a higher debt balance, higher variable interest rates as a result of a derivative termination in the third quarter of 2023, and amortization of the liability related to the 2024 sale of future MUD receivables, partially offset by an increase in capitalized interest.

The Woodlands EBT decreased $12.9 million compared to the prior year.

– MPC sales, net of MPC cost of sales decreased $15.4 million primarily due to the following activity.

– decrease in residential acres sold, with no acres sold in 2024, compared to 9.8 acres sold in Aria Isle, an exclusive gated community, at an average price of $2.5 million per acre in 2023.

The decrease in acres sold was expected as there are no remaining lots to be sold at Aria Isle.

– increase in price per acre offset by a slight decrease in residential acres sold, with 177.1 acres sold at an average price of $669,000 per acre in 2025, compared to 178.1 acres sold at an average price of $591,000 per acre in 2024

– decrease due to $3.0 million less revenue recognized out of deferred revenue, net of associated deferred costs in 2025, compared to 2024

– decrease in commercial acres sold, with no acres sold in 2025, compared to 13.5 acres sold at an average price of $369,000 per acre in 2024

– Other land, rental, and property revenues increased $1.3 million driven by a fee received due to a change in use of previously sold commercial land.

– Operating costs decreased $7.6 million due to lower real estate taxes, primarily from the finalization of prior-year accrual estimates.

– Builder price participation decreased $3.1 million as fewer homes were closed with sales prices over the predetermined breakpoint necessary for participation revenue in 2025, compared to 2024.

The Woodlands EBT increased $16.2 million compared to the prior year.

– MPC sales, net of MPC cost of sales increased $13.2 million primarily due to the following activity:

– increase in commercial acres sold, with 30.1 acres sold at an average price of $670,000 per acre in 2025, compared to no acres sold in 2024

– decrease due to $2.1 million less revenue recognized out of deferred revenue, net of associated deferred costs in 2025, compared to 2024

– Gain on sale or disposal of real estate and other assets, net increased $3.7 million due to an eminent domain settlement related to the condemnation of a 9.9-acre parcel of non-saleable land in 2025, with no similar activity in 2024.

Teravalis EBT decreased $6.8 million compared to the prior year.

– Equity earnings at Floreo decreased $6.7 million primarily related to lower land sales in 2025 compared to 2024.

Our Floreo joint venture sold a total of 10.6 residential acres at an average price of $793,000 per acre in 2025, compared to 115.4 acres sold at an average price of $777,000 per acre in 2024.

The Woodlands Hills EBT decreased $5.6 million compared to the prior year.

– MPC sales, net of MPC cost of sales decreased $4.7 million primarily due to the following activity:

– decrease in residential acres sold partially offset by an increase in price per acre, with 28.4 acres sold at an average price of $479,000 per acre in 2025, compared to 47.0 acres sold at an average price of $458,000 per acre in 2024

HHH 2025 FORM 10-K | 42

6 unchanged sentences

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

We recognized equity losses of $16.8 million and received cash distributions of $4.9 million in 2024, compared to equity earnings of $24.8 million and cash distributions of $15.1 million in 2023.

We recognized equity losses of $1.6 million and received no cash distributions in 2025, compared to equity losses of $16.8 million and cash distributions of $4.9 million in 2024.

Land development is currently underway at Floreo, our joint venture with Trillium Development Holding Company, LLC.

The first land sales closed in the first quarter of 2024, with the joint venture selling a total of 115.4 residential acres at an average price of $777,000 per acre in 2024.

In late 2025, the Company welcomed the first residents and celebrated the grand opening of the community.

For additional detail, refer to Note 4 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

11 unchanged sentences

Special Improvement District revenue 17,938 18,269

Master Planned Community land sales $ 453,195 $ 370,185

Master Planned Communities land sales $ 562,586 $ 453,195

HHH 2025 FORM 10-K | 43

10 unchanged sentences

Custom lots 20,175 22,982 2.7 3.8 7,472 6,048

The Woodlands

Single family — 24,421 — 9.8 — 2,492

The Woodlands Hills

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Management uses this measure because it captures current period performance through the velocity of sales, as well as current period development expenditures based upon demand at our MPCs, which varies depending upon the stage of the MPC’s development lifecycle, and the overall economic environment.

MPC Net Contribution is defined as MPC segment EBT, plus MPC cost of sales, Depreciation and amortization, and net collections from MUD and SID bonds receivables, reduced by MPC development expenditures, land acquisitions, and Equity in earnings from unconsolidated ventures, net of distributions.

MPC Net Contribution is defined as MPC segment EBT, plus MPC cost of sales, Depreciation and amortization, and net collections from MUD and Special Improvement District (SID) bonds receivables, reduced by MPC development expenditures, land acquisitions, and Equity in earnings from unconsolidated ventures, net of distributions.

MPC Net Contribution is not a GAAP-based operational metric and should not be used to measure operating performance of the MPC assets as a substitute for GAAP measures of such performance nor should it be used as a comparison metric with other comparable businesses.

4 unchanged sentences

Below is a reconciliation of segment EBT to MPC Net Contribution for the years ended December 31:

thousands 2024 2023 $ Change

thousands except percentages 2025 2024 $ Change % Change

MPC segment EBT $ 476,102 $ 349,134 $ 126,968 36 %

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(a) SID collections are shown net of SID transfers to buyers in the respective periods.

MPC Net Contribution increased $184.2 million for the year ended December 31, 2024, primarily due to proceeds from the sale of MUD receivables and higher MPC land sales, partially offset by higher SID transfers to buyers, an increase in MPC development expenditures, and a decrease in distributions from unconsolidated ventures.

MPC Net Contribution increased $16.8 million for the year ended December 31, 2025, primarily due to higher MPC land sales, partially offset by lower MUD and SID bonds collections, net, higher MPC development expenditures, and no distributions from unconsolidated ventures in 2025 compared to 2024.

MPC Land Inventory The following table summarizes MPC land inventory activity:

thousands Bridgeland Columbia (a) Summerlin Teravalis The

thousands Bridgeland Summerlin Teravalis The

Woodlands The Woodlands Hills Total MPC

Balance December 31, 2023 $ 533,031 $ 1,079,927 $ 544,824 $ 172,652 $ 115,239 $ 2,445,673

Development expenditures (b) 222,268 — 144,041 225 4,514 32,585 403,633

Development expenditures (a) 204,542 186,163 573 5,853 30,848 427,979

MPC Cost of sales (47,056) (113,844) — (117) (8,174) (169,191)

MUD reimbursable costs (c) (172,120) — — — (1,200) (25,688) (199,008)

MUD reimbursable costs (b) (178,701) — — (877) (20,087) (199,665)

Transfer to Strategic Development and Operating Assets Segments (1,218) — — 11,399 — 10,181

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Balance December 31, 2024 509,231 1,153,737 545,381 189,493 113,820 2,511,662

Development expenditures (b) 204,542 — 186,163 573 5,853 30,848 427,979

Development expenditures (a) 215,001 233,631 1,867 4,053 23,318 477,870

MPC Cost of sales (42,459) (136,797) — (4,431) (5,017) (188,704)

MUD reimbursable costs (c) (178,701) — — — (877) (20,087) (199,665)

MUD reimbursable costs (b) (189,603) — — (1,062) (18,327) (208,992)

Transfer to Strategic Development and Operating Assets Segments (1,459) — — 121 — (1,338)

1 unchanged sentence

Balance December 31, 2025 $ 522,231 $ 1,257,053 $ 547,211 $ 187,315 $ 121,267 $ 2,635,077

(a) 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.

(b) Development expenditures are inclusive of capitalized interest and property taxes.

(a) Development expenditures are inclusive of capitalized interest and property taxes.

(b) MUD reimbursable costs represent land development expenditures transferred to MUD Receivables.

HHH 2025 FORM 10-K | 45

10 unchanged sentences

Strategic Developments Segment EBT

thousands 2024 2023 $ Change

thousands except percentages 2025 2024 $ Change % Change

Condominium rights and unit sales $ 370,156 $ 778,616 $ (408,460) (52) %

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Equity in earnings (losses) from unconsolidated ventures 317 251 66 26 %

Gain (loss) on sale or disposal of real estate and other assets, net — 236 (236)

Gain (loss) on sale or disposal of real estate and other assets, net 11,721 — 11,721 NM

Segment EBT $ (13,903) $ 282,805 $ (296,708) (105) %

Strategic Developments segment EBT increased $300.1 million compared to the prior-year period primarily due to the following:

– Condominium sales, net of cost of sales increased $203.8 million, primarily due to the timing of condominium closings.

We closed on all 349 units at Victoria Place during 2024, compared to 31 units at ‘A‘ali‘i and 16 units at Kō'ula during 2023.

– Other income includes an increase of $89.8 million due to the receipt of insurance proceeds following the execution of a settlement agreement related to the construction defect claims at Waiea in the current period.

Refer to Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.

NM Not meaningful.

Strategic Developments segment EBT decreased $296.7 million compared to the prior year primarily due to the following:

– Condominium sales, net of cost of sales decreased $195.3 million, primarily due to a change in the product mix of condominium closings executed in the current year.

Although unit closings were higher with 690 units closed at Ulana Ward Village in the current year, compared to 349 units closed at Victoria Place in the prior year, condominium sales, net of cost of sales decreased as Ulana is a workforce tower and closed at a breakeven gross margin as expected.

Ulana is our second workforce tower and fulfills our current reserved housing guaranty in the community.

See Note 12 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on the reserved housing requirements in Ward Village.

– Other income (loss), net decreased $109.0 million primarily due to the accrual of a $19.8 million charge in the current year for a legal judgment in Columbia, compared to the receipt of $90.0 million of insurance proceeds in the prior year following the execution of a settlement agreement related to the construction defect claims at Waiea.

See Note 12 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on the legal judgment in Columbia.

These decreases to EBT were partially offset by the following:

– Gain on sale of real estate increased $11.7 million due to the land swap in The Woodlands and the sale of a land parcel near Merriweather District in the current year.

See Note 5 - Acquisitions and Dispositions in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on these transactions.

HHH 2025 FORM 10-K | 46

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These properties will be transferred to the Operating Assets segment upon completion of construction, unless otherwise noted below.

One Bridgeland Green This will be a 49,501-square-foot office property.

Total development costs are expected to be approximately $35.4 million.

We began construction in the second quarter of 2024, and anticipate project completion in the second quarter of 2025.

We expect this property to reach projected annual stabilized NOI of $1.8 million by 2028.

The Woodlands

Grogan’s Mill Retail This will be a 38,378-square-foot retail property.

Memorial Hermann Medical Office This will be a 50,895-square-foot medical office property.

Total development costs are expected to be approximately $23.7 million.

1 unchanged sentence

We expect this property to reach projected annual stabilized NOI of $1.9 million by 2029.

Grogan’s Mill Library and Community Center This will be a 53,863-square-foot property, and is being developed in connection with a land swap agreement entered into with Montgomery County, Texas.

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

As such, projected annual stabilized NOI is not applicable for this project.

We began construction in the third quarter of 2024, and anticipate project completion in the second quarter of 2025.

1 Riva Row This will be a 268-unit multifamily property and will consist of studio, one-, two-, and three-bedroom units.

Total development costs are expected to be approximately $156.0 million, which will be partially financed by a $93.3 million construction loan.

We began construction in the third quarter of 2023, and anticipate project completion in the fourth quarter of 2025.

We expect this property to reach projected annual stabilized NOI of $9.9 million by 2028.

The Woodlands

7 Waterway We acquired this 186,369 square-foot office property in the second quarter of 2025 for $16.3 million, and commenced a redevelopment project in the third quarter of 2025.

Total redevelopment and tenant lease-up costs are expected to be approximately $22.9 million, bringing total expected cost for this property to $39.2 million.

We anticipate project completion in the second quarter of 2026, and expect this property to reach projected annual stabilized NOI of $4.8 million by 2029.

Condominiums Condominium revenue is recognized when construction of the condominium tower is complete and unit sales close, leading to potentially significant variability in revenue recognized between periods.

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Completed Condominiums

Ward Village As of December 31, 2024, our seven completed condominiums, Ae`o, Ke Kilohana, Anaha, Waiea, ‘A‘ali‘i, Kō‘ula, and Victoria Place, are completely sold.

Ward Village As of December 31, 2025, our eight completed condominiums, Ae`o, Ke Kilohana, Anaha, Waiea, ‘A‘ali‘i, Kō‘ula, Victoria Place, and Ulana are completely sold.

Ulana was completed in the fourth quarter of 2025, and 690 of the 696 units were closed prior to year end.

The remaining 6 units are expected to close in early 2026.

Condominiums Under Construction

Ward Village As of December 31, 2024, 97.3% of the units at our three towers under construction, The Park Ward Village, Ulana Ward Village, and Kalae, are under contract.

We broke ground on The Park Ward Village in October 2022 and expect to complete construction in 2026.

Ward Village As of December 31, 2025, 96% of the units at our two towers under construction, The Park Ward Village and Kalae, are under contract.

We broke ground on The Park Ward Village in October 2022, and expect to complete construction in the second quarter of 2026.

The Park Ward Village will consist of 545 studio, one-, two-, and three-bedroom residences.

As of December 31, 2025, we have entered into contracts for 529 units, representing 97% of total units.

We broke ground on Ulana Ward Village in January 2023 and expect to complete construction in 2025.

Ulana Ward Village, which is 100% presold, will consist of 696 studio, one-, two-, and three-bedroom units.

All units are designated as workforce housing units and are being offered to local residents who meet certain maximum income and net worth requirements.

HHH 2024 FORM 10-K | 48

MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

Index to Financial Statements

We broke ground on Kalae in June 2024, and expect to complete construction in 2028.

1 unchanged sentence

As of December 31, 2025, we have entered into contracts for 307 units, representing 93% of total units.

The Woodlands We launched public presales of our first condominium project in The Woodlands in March 2024.

The Ritz-Carlton Residences, The Woodlands will consist of 111 one-, two-, three-, and four-bedroom residences.

The Woodlands We broke ground on The Ritz-Carlton Residences in October 2024, and expect to complete construction in 2027.

The Ritz-Carlton Residences will consist of 111 one-, two-, three-, and four-bedroom residences.

The development sits on the last available large-scale residential site on Lake Woodlands, spanning roughly eight acres across approximately 1,200 feet of premier lakefront shoreline.

As of December 31, 2025, we have entered into contracts for 84 units, representing 76% of total units.

We broke ground on The Ritz-Carlton Residences in October 2024.

HHH 2025 FORM 10-K | 47

MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

Index to Financial Statements

Predevelopment Condominiums

Ward Village We launched public presales for The Launiu in February 2024.

Ward Village We launched public pre-sales for The Launiu in February 2024.

The Launiu will consist of 485 studio, one-, two-, and three-bedroom residences.

As of December 31, 2025, we have entered into contracts for 346 units, representing 71% of total units.

Construction is expected to commence on The Launiu in early 2026.

We launched public pre-sales for Melia in June 2025.

Melia will consist of 220 one-, two-, three-, and four-bedroom residences.

As of December 31, 2025, we have entered into contracts for 144 units, representing 65% of total units.

We launched public pre-sales for ‘Ilima in June 2025.

‘Ilima will consist of 148 one-, two-, three-, and four-bedroom residences.

As of December 31, 2025, we have entered into contracts for 76 units, representing 51% of total units.

The following provides further detail for all condominium projects as of December 31, 2025:

Location Units Closed Units Under Contract Total Units Total % of Units Closed or Under Contract Completion Date

Waiea (a) Honolulu, HI 177 — 177 100.0 % Q4 2016

Anaha (a) Honolulu, HI 317 — 317 100.0 % Q4 2017

Ae`o (a) Honolulu, HI 465 — 465 100.0 % Q4 2018

Ke Kilohana (a) Honolulu, HI 423 — 423 100.0 % Q2 2019

‘A‘ali‘i (a) Honolulu, HI 750 — 750 100.0 % Q4 2021

Kō'ula (b) Honolulu, HI 565 — 565 100.0 % Q3 2022

Waiea Honolulu, HI 177 — 177 100 % Q4 2016

Anaha Honolulu, HI 317 — 317 100 % Q4 2017

Ae`o Honolulu, HI 465 — 465 100 % Q4 2018

Ke Kilohana Honolulu, HI 423 — 423 100 % Q2 2019

‘A‘ali‘i Honolulu, HI 750 — 750 100 % Q4 2021

Kō'ula Honolulu, HI 565 — 565 100 % Q3 2022

Victoria Place Honolulu, HI 349 — 349 100 % Q4 2024

Ulana Ward Village Honolulu, HI 690 6 696 100 % Q4 2025

Under construction

Ulana Ward Village (c) Honolulu, HI — 696 696 100.0 % 2025

The Park Ward Village (d) Honolulu, HI — 527 545 96.7 % 2026

Kalae (e) Honolulu, HI — 305 329 92.7 % 2027

The Ritz-Carlton Residences (f) The Woodlands, TX — 78 111 70.3 % 2027

The Park Ward Village Honolulu, HI — 529 545 97 % Q2 2026

Kalae Honolulu, HI — 307 329 93 % 2028

The Ritz-Carlton Residences The Woodlands, TX — 84 111 76 % 2027

Predevelopment

The Launiu (g) Honolulu, HI — 283 485 58.4 % 2028

(a) The retail portions of these projects are 100% leased and have been placed in service.

(b) The retail portion of this project has been placed in service and is 56% leased.

(d) The Park Ward Village will include approximately 26,800 square feet of retail space.

(e) Kalae will include approximately 2,000 square feet of retail space.

(f) The Ritz-Carlton Residences will include approximately 5,800 square feet of retail space.

(g) The Launiu will include approximately 10,000 square feet of retail space.

The Launiu Honolulu, HI — 346 485 71 % 2028

Melia Honolulu, HI — 144 220 65 % 2030

‘Ilima Honolulu, HI — 76 148 51 % 2030

HHH 2025 FORM 10-K | 48

6 unchanged sentences

Significant variances for consolidated items not included in NOI or EBT are described below for the years ended December 31:

thousands 2024 2023 $ Change

Corporate income $ 68 $ 60 $ 8

General and administrative (91,752) (86,671) (5,081)

thousands except percentages 2025 2024 $ Change % Change

General and administrative expenses $ (122,240) $ (91,752) $ (30,488) (33) %

Gain (loss) on sale of MUD receivables (48,197) (48,651) 454 1 %

Corporate interest expense, net (80,307) (80,446) 139 — %

Corporate other income (loss), net 764 3,143 (2,379)

Corporate depreciation and amortization (3,410) (3,066) (344) (11) %

Other (15,002) (13,302) (1,700)

Income tax (expense) benefit (37,616) (80,184) 42,568 53 %

Other (19,160) (14,170) (4,990) (35) %

Total Corporate income, expenses, and other items $ (310,930) $ (318,269) $ 7,339 2 %

Corporate income, expenses, and other items was unfavorably impacted compared to the prior year by the following:

– Income tax expense increased $53.8 million primarily due to an increase in Income before income taxes as well as a net increase in expense related to the revaluation of deferred tax assets and liabilities as a result of the spinoff of Seaport Entertainment Group Inc.

These increases were offset by a partial release of valuation allowances on the Company’s deferred tax assets including a state net operating loss carryover as a result of the spinoff.

Corporate income, expenses, and other items were favorably impacted compared to the prior year by the following:

– Income tax expense decreased $42.6 million primarily due to a decrease in Income before income taxes in 2025 as compared to 2024 as well as the net impact of the 2024 spinoff of Seaport Entertainment Group Inc.

which included a net increase in tax expense in 2024 related to the revaluation of deferred tax assets and liabilities, partially offset by a partial release of valuation allowances on the Company’s deferred tax assets.

Refer to Note 14 - Income Taxes in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.

– Loss on sale of MUD receivables of $48.7 million was recognized in 2024.

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

Corporate income, expenses, and other items was favorably impacted compared to the prior-year period by the following:

– Corporate interest expense, net decreased $6.8 million primarily due to the termination of a derivative instrument in the third quarter of 2023.

Refer to Note 10 - Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.

Corporate income, expenses, and other items were unfavorably impacted compared to the prior year by the following:

– General and administrative expenses increased $30.5 million primarily due to a $17.1 million increase in Pershing Square advisory fees, $14.2 million of expenses related to a strategic reduction in force, and $10.5 million of legal and consulting fees related to the planned acquisition of Vantage.

These increases were partially offset by a decrease in compensation and benefits, including those from the strategic reduction in force, as well as other cost reduction initiatives.

– Other expenses increased $5.0 million primarily due to increased marketing costs across our condominium projects.

Pershing Square Advisory Fees Pershing Square will support the Company’s new diversified holding company strategy by providing certain investment and advisory services.

The Company will pay Pershing Square a quarterly advisory fee that includes base and variable components.

Refer to Note 2 - Pershing Square in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on the advisory fee.

The base and variable components of the quarterly advisory fee are detailed below:

thousands Year Ended December 31, 2025

Base fee $ 9,849

Variable fee 7,284

Total Pershing Square advisory fee $ 17,133

HHH 2025 FORM 10-K | 49

MANAGEMENT’S DISCUSSION AND ANALYSIS

RESULTS OF OPERATIONS

Index to Financial Statements

thousands except percentages 2025 2024

4 unchanged sentences

The Company’s effective tax rate for the year ended December 31, 2025, was 23.3% compared to 21.9% for the year ended December 31, 2024.

The decrease was primarily due a partial release of valuation allowances on the Company’s deferred tax assets including a state net operating loss carryover as a result of the spinoff of Seaport Entertainment Group Inc.

as well as a decrease in non-deductible executive compensation, partially offset by a net increase in expense related to the revaluation of deferred tax assets and liabilities as a result of the spinoff.

The increase was primarily due to a partial release of valuation allowances on the Company’s deferred tax assets in 2024.

For additional information on income taxes, see Note 14 - Income Taxes in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

4 unchanged sentences

LIQUIDITY AND CAPITAL RESOURCES

We continue to maintain a strong balance sheet and ensure we maintain the financial flexibility and liquidity necessary to fund future growth.

As of December 31, 2024, we had $596.1 million of cash and cash equivalents, $317.0 million of undrawn capacity on our Secured Bridgeland Notes, and $1.2 billion of undrawn lender commitments available to be drawn for property development, subject to certain restrictions.

In 2024, we drew $417.0 million on existing mortgage loans, entered into new borrowings of $176.5 million (excluding undrawn amounts on new construction loans), refinanced $168.0 million of existing indebtedness, and made repayments of $454.8 million.

In addition, we repaid $192.0 million on the Secured Bridgeland Notes using the proceeds from the sale of MUD receivables.

In the fourth quarter of 2024, we expanded the borrowing capacity of these notes from $475.0 million to $600.0 million and extended the maturity to 2029.

We continue to maintain a strong balance sheet and endeavor to ensure we maintain the financial flexibility and liquidity necessary to fund future growth.

As of December 31, 2025, we had $1.5 billion of cash and cash equivalents, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, and $686.6 million of undrawn lender commitments available to be drawn for property development, subject to certain restrictions.

Year Ended December 31,

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Other than our condominium properties, most of the properties and projects in our Strategic Developments segment do not generate revenues, and the cash flows and earnings may vary.

Condominium deposits received from contracted units offset by other various cash uses related to condominium development and sales activities are a substantial portion of our operating activities in 2024.

Operating cash continued to be utilized in 2024 to fund ongoing development expenditures in our Strategic Developments and MPC segments, consistent with prior years.

Condominium deposits received from contracted units offset by other various cash uses related to condominium development and sales activities are a substantial portion of our operating activities.

Operating cash is utilized to fund ongoing development expenditures in our Strategic Developments and MPC segments.

The cash flows and earnings from the MPC business may fluctuate more than from our operating assets because the MPC business generates revenues from land sales rather than recurring contractual revenues from operating leases.

MPC land sales are a substantial portion of our cash flows from operating activities and are partially offset by development costs associated with the land sales business and acquisitions of land that is intended to ultimately be developed and sold.

Net cash provided by operating activities of continuing operations was $447.8 million in 2024 and net cash used in operating activities of continuing operations was $215.2 million in 2023.

The change in operating activities of $662.9 million was primarily due to an increase of $414.1 million in cash provided by condominium towers, primarily due to the closing of condominium units at Victoria Place in 2024;

an increase of $176.7 million related to proceeds from the sale of MUD receivables in 2024;

an increase of $90.0 million related to insurance proceeds received in 2024 for settlement of the construction defect claims at Waiea;

an increase of approximately $66.0 million in cash provided by MPC operations, primarily related to increased MPC land sales;

and an increase of $39.2 million in net cash provided related to the return of lender holdback deposits in the current year, compared to the payment of lender holdback deposits in the prior year.

These changes were partially offset by a $58.4 million increase in interest payments;

a $31.6 million decrease in MUD receivable collections;

and a $24.3 million increase in MPC development expenditures.

Investing Activities Net cash used in investing activities of continuing operations was $430.7 million in 2024 and net cash used in investing activities was $345.7 million in 2023.

The $85.0 million increase in cash used in investing activities was primarily due to a $54.3 million increase in net parent investment in discontinued operations;

a $21.9 million increase in cash used for property development and redevelopment expenditures;

and a $12.6 million increase in cash used for acquisitions, primarily related to the acquisition of Waterway Plaza II in 2024, compared to the acquisition of Grogan’s Mill Village Center in 2023.

These changes were partially offset by an $8.9 million increase in proceeds from asset sales, primarily related to the sale of a retail property in Bridgeland as well as a medical office building and four ground leases in The Woodlands in 2024, compared the sale of two self-storage properties and a medical office building in The Woodlands and certain properties in Ward Village in 2023.

Net cash provided by operating activities of continuing operations was $462.4 million in 2025, and $447.8 million in 2024.

The increase in cash provided by operating activities of $14.6 million was primarily due to an increase in MPC land sales, a decrease in condominium development expenditures, and a net decrease in interest payments, partially offset by a decrease in condominium deposits and cash from closings, the receipt of an insurance reimbursement for the Waiea remediation in the prior year, a decrease in MUD receivable collections, and a decrease in MPC development expenditures.

Investing Activities Net cash used in investing activities of continuing operations was $219.1 million in 2025, and $430.7 million in 2024.

The $211.6 million decrease in cash used in investing activities was primarily due to a decrease in cash used related to the net parent investment in discontinued operations and a decrease in cash used for property development, partially offset by a decrease in proceeds from the sale of properties.

Financing Activities Net cash provided by financing activities of continuing operations was $855.4 million in 2025, and net cash used in financing activities was $27.8 million in 2024.

The change in financing activities of $883.1 million was primarily due to $862.8 million of net proceeds received in the current year related to the Pershing Square Issuance and a $25.1 million decrease in principal payments on mortgages, notes, and loans payable.

Short- and Long-Term Liquidity

Short-Term Liquidity In the next 12 months, we expect to continue executing our strategy to transition from a pure-play real estate company to a diversified holding company.

From our real estate operations, we expect our primary sources of cash to include cash flow from MPC land sales and condominium closings, cash generated from our operating assets, first mortgage financings secured by our assets, and deposits from condominium sales (which are restricted to funding construction of the related developments).

We expect our primary uses of cash to include condominium pre-development and development costs, debt principal payments and debt service costs, MPC land development costs, other strategic developments costs, and general operating costs.

We believe that our sources of cash, including existing cash on hand will provide sufficient liquidity to meet our existing obligations and anticipated ordinary course operating expenses for at least the next 12 months.

HHH 2025 FORM 10-K | 51

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Index to Financial Statements

Financing Activities Net cash used in financing activities of continuing operations was $27.8 million in 2024 and net cash provided by financing activities was $537.8 million in 2023.

The change in financing activities of $565.6 million was primarily due to a $659.9 million increase in cash used related to principal payments on mortgages, notes, and loans payable, primarily related to the payoff of the Victoria Place construction loan upon completion of the tower and pay down of the Secured Bridgeland Notes.

This activity was partially offset by an $84.0 million increase in proceeds from mortgages, notes, and loans payable.

Short- and Long-Term Liquidity

Short-Term Liquidity In the next 12 months, we expect our primary sources of cash to include cash flow from MPC land sales and condominium closings, cash generated from our operating assets, first mortgage financings secured by our assets, and deposits from condominium sales (which are restricted to funding construction of the related developments).

We believe that our sources of cash, including existing cash on hand, will provide sufficient liquidity to meet our existing obligations and anticipated ordinary course operating expenses for at least the next 12 months.

As previously disclosed, in December 2025, we entered into a purchase agreement to acquire Vantage for $2.1 billion in cash consideration.

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

To support the funding of the acquisition and to allow for an additional equity contribution to Vantage post acquisition to be used for working capital and general corporate purposes, the Company entered into an equity commitment letter with Pershing Square Holdings, Ltd.

under which Pershing Square committed to purchase up to $1.0 billion of the Company’s preferred stock, prior to and contingent upon the closing of the Vantage acquisition.

The acquisition is expected to be funded through the Company’s cash on hand, and proceeds from the issuance of the preferred stock.

We also expect to incur additional transaction-related expenses prior to the closing and will reimburse all reasonable and documented expenses incurred by Pershing Square in connection with the preferred stock issuance.

We believe we have adequate liquidity to meet these acquisition-related obligations;

however, the timing of regulatory approvals and closing conditions may affect the timing of cash outflows associated with the transaction.

Long-Term Liquidity The development and redevelopment opportunities in Strategic Developments and Operating Assets are capital intensive and will require significant additional funding, if and when pursued.

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In addition, we typically must provide completion guarantees to lenders in connection with their financing for our projects.

The preferred stock issued by HHH to Pershing Square will become convertible into the common stock of Vantage if not redeemed by the end of the seventh fiscal year post-transaction.

HHH will receive a series of call options giving it the right but not the obligation to redeem the preferred stock over the next seven years.

The acquisition is expected to have other long‑term implications for the Company’s liquidity profile, although the magnitude and timing of these impacts cannot yet be determined.

Summary of Remaining Development Costs The following table summarizes remaining development costs and related debt for projects held in the Operating Assets and Strategic Developments segments as of December 31, 2025.

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Projects that are substantially complete and have been placed into service in the Operating Assets segment and completed condominium projects in the Strategic Developments segment are included in the following table if the project has more than $1.0 million of estimated costs remaining to be incurred.

The remaining cost related to substantially completed projects primarily represent costs associated with the completion of common areas at our completed condominium towers and budgeted tenant allowances necessary to bring our completed operating assets to stabilized occupancy.

The remaining cost related to substantially completed projects typically represent costs associated with the completion of common areas at our completed condominium towers and budgeted tenant allowances necessary to bring our completed operating assets to stabilized occupancy.

The $56.0 million of remaining cost related to substantially complete projects is primarily comprised of $24.6 million for Ulana Ward Village for lease up and tenant buildout of the ground floor retail space and $23.7 million for 1 Riva Row which is being placed in service in phases with only 61% of the property in service as of December 31, 2025.

HHH 2025 FORM 10-K | 52

MANAGEMENT’S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

Index to Financial Statements

We expect to be able to meet our cash funding requirements with a combination of existing and anticipated construction loans, condominium buyer deposits, cash flow from our Operating Assets and MPC segments, net proceeds from condominium sales, and our existing cash balances.

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The Woodlands 30,565 — 4,147 26,418

Bridgeland 4,921 — 1,900 3,021

Summerlin 14,179 — 14,204 (25)

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Total $ 921,882 $ 43,752 $ 667,910 $ 210,220

HHH 2024 FORM 10-K | 52

MANAGEMENT’S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

Index to Financial Statements

(a) Refer to Note 9 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on debt.

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(a) Interest is based on the borrowings that are presently outstanding and current floating interest rates.

Debt As of December 31, 2024, the Company had $5.1 billion of outstanding debt and $1.2 billion of undrawn lender commitment available to be drawn for property development, subject to certain restrictions.

Refer to Note 8 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional detail.

Debt As of December 31, 2025, the Company had $5.1 billion of outstanding debt and $686.6 million of undrawn lender commitment available to be drawn for property development, subject to certain restrictions.

Our proportionate share of the debt of our unconsolidated ventures totaled $215.5 million as of December 31, 2025.

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See Note 12 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information related to the Company’s collateral maintenance obligation.

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.

On February 17, 2026, HHC, the Company’s wholly owned subsidiary, issued $500.0 million of 5.875% senior unsecured notes due 2032 and $500.0 million of 6.125% senior unsecured notes due 2034 (collectively the New Notes).

The New Notes will pay interest semi-annually, in each case payable on March 1 and September 1 of each year, beginning on September 1, 2026.

HHC used the net proceeds to redeem its outstanding $750.0 million 5.375% senior unsecured notes due 2028, including the payment of premiums, accrued and unpaid interest and expenses related to such redemption, and will use the remaining proceeds for general corporate purposes.

Refer to Note 9 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional detail.

Debt Compliance As of December 31, 2025, the Company was not in compliance with certain property-level debt covenants due to not meeting certain debt service coverage ratios caused by lease expirations, vacancies, rent abatements, and other factors.

As a result, the excess net cash flow after debt service from the underlying properties became restricted.

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.

While the restricted cash could not be used for general corporate purposes, it could be used to fund operations of the underlying assets, and therefore there was no material impact on the Company’s liquidity or its ability to operate these assets.

HHH 2025 FORM 10-K | 53

MANAGEMENT’S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

Index to Financial Statements

Net Debt The following table summarizes our net debt on a segment basis as of December 31, 2025.

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Net Debt $ 2,491,989 $ (405,372) $ 441,655 $ 2,528,272 $ 753,611 $ 3,281,883

HHH 2024 FORM 10-K | 53

MANAGEMENT’S DISCUSSION AND ANALYSIS

LIQUIDITY AND CAPITAL RESOURCES

Index to Financial Statements

Unconsolidated Ventures We have interests in certain unconsolidated ventures which, as of December 31, 2025, had mortgage financing totaling $434.0 million, with our proportionate share of this debt totaling $215.5 million.

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Operating Assets

The Metropolitan $ 40,200 $ 699

Stewart Title of Montgomery County, TX — 900

Woodlands Sarofim 1,163 134

TEN.m.flats 49,205 503

Operating equity investments $ 90,533 $ 4,288

Master Planned Communities

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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 7. Management’s Discussion and Analysis