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Item 9A. Controls and Procedures

2026-02-19 compared with 2025-02-26 · 52 added, 13 removed, 140 unchanged (32% of the section changed)

13 unchanged sentences

There were no directors or officers that had adopted or terminated a 10b5-1 plan or other trading arrangement during the fourth quarter of 2025.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

HHH 2025 FORM 10-K | 109

52 unchanged sentences

10.10* Employment Agreement, dated January 12, 2022, between the Howard Hughes Corporation and Carlos Olea (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Current Report on Form 8-K, filed January 12, 2022)

10.11* Form of Time-Based Restricted Stock Award (Executives with Employment Agreements) under The Howard Hughes Corporation 2020 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to The Howard Hughes Corporation’s Quarterly Report on From 10-Q, filed May 10, 2021)

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

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

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

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

13 unchanged sentences

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

and David O’Reilly

and David O’Reilly (incorporated by reference to Exhibit 10.20 to the Company’s Annual Report on F o r m 10-K, filed February 26, 2025)

10.21* Amendment No.

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

Jay Cross (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on F o r m 10-K, filed February 26, 2025)

10.22* Amendment No.

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

and Carlos Olea

and Carlos Olea (incorporated by reference to Exhibit 10.22 to the Company’s Annual Report on F o r m 10-K, filed February 26, 2025)

10.23* Employment Agreement between Howard Hughes Holdings Inc.

and Joseph Valane dated December 29, 2023

and Joseph Valane dated December 29, 2023 (incorporated by reference to Exhibit 10.23 to the Company’s Annual Report on F o r m 10-K, filed February 26, 2025)

10.24* Amendment No.

2 to Second Amended and Restated Employment Agreement, effective as of April 1, 2025, between Howard Hughes Holdings Inc.

and David O’Reilly (incorporated by reference to Exhibit 99.1 to the Company’s Current Report on F o r m 8-K, filed April 4, 2025)

10.25* Amendment No.

2 to Employment Agreement, effective as of April 1, 2025, between Howard Hughes Holdings Inc.

and Carlos A.

Olea (incorporated by reference to Exhibit 99.2 to the Company’s Current Report on F o r m 8-K, filed April 4, 2025)

10.26* Amendment No.

1 to Employment Agreement, effective as of April 1, 2025, between Howard Hughes Holdings Inc.

and Joseph Valane (incorporated by reference to Exhibit 99.3 to the Company’s Current Report on F o r m 8-K, filed April 4, 2025)

10.27 Share Purchase Agreement, dated May 5, 2025, by and between the Company and Pershing Square Holdco, L.P.

(incorporated by reference to Exhibit 10.1 to the Howard Hughes Holdings Inc.