Skip to main content

Howard Hughes Holdings Inc.

For the period ended Dec 31, 2025. Filed Feb 19, 2026.

View on SEC.gov

About this filing

A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.

FY2025 · Filed Feb 19, 2026

HHH$85.60+10.1%Stored close · as of Nov 9, 2026

Extracted filing text, with the paragraph anchors used by the comparison.

See the whole filing, with its images and exhibits
Contents

Master Planned Communities

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of ContentsIndex to Financial Statements

Master Planned Communities

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

MPC Segment EBT
thousands except percentages20252024$ Change% Change
Master Planned Communities land sales (a)$562,586$453,195$109,39124%
Other land, rental, and property revenues19,92917,7072,22213%
Builder price participation (b)52,34152,0233181%
Total revenues634,856522,925111,93121%
Master Planned Communities cost of sales(188,704)(169,191)(19,513)(12)%
Operating costs(45,298)(52,736)7,43814%
Total operating expenses(234,002)(221,927)(12,075)(5)%
Segment operating income (loss)400,854300,99899,85633%
Depreciation and amortization(408)(438)307%
Interest income (expense), net75,16060,47314,68724%
Other income (loss), net120—120NM
Equity in earnings (losses) from unconsolidated ventures(3,374)(11,899)8,52572%
Gain (loss) on sale or disposal of real estate and other assets, net3,750—3,750NM
Segment EBT$476,102$349,134$126,96836%

(a)MPC land sales include deferred revenue from land sales closed in a previous period that met criteria for recognition in the current period and excludes amounts deferred from current period land sales that do not yet meet the recognition criteria.

(b)Builder price participation revenue is earned when a developer that acquired land from us develops and sells a home to an end user at a price higher than a predetermined breakpoint. The excess over the breakpoint is shared between us and the developer at the time of closing on the sale of the home based on a previously agreed-upon percentage. This revenue fluctuates based upon the number and the prices of homes closed that qualify for builder price participation payments.

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

MPC Segment EBT by MPC
thousands except percentages20252024$ Change% Change
Bridgeland$100,396$77,611$22,78529%
Summerlin361,205260,924100,28138%
Teravalis (a)(3,163)3,596(6,759)(188)%
The Woodlands7,380(8,863)16,243183%
The Woodlands Hills10,28415,866(5,582)(35)%
Segment EBT$476,102$349,134$126,96836%
Floreo (b)$(3,602)$9,816$(13,418)(137)%

(a)As of December 31, 2025, the Company owned an 88.0% interest in and consolidates Teravalis. For additional detail, 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.

(b)These amounts represent 100% of Floreo EBT. As of December 31, 2025, the Company owned a 50% interest in Floreo. Refer to Note 4 -Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for a description of the joint venture and further discussion.

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of ContentsIndex to Financial Statements

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 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.

–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 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

–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

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of ContentsIndex to Financial Statements

MPC Equity Investments

The Summit

The Summit, our joint venture with Discovery Land Company, offers a mix of custom lots, single-family homes, and clubhouse suites in our Summerlin MPC. The original 555-acre community (Phase I) is nearing completion and expected to consist of approximately 245 homes and 32 condominiums. 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 $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.

Floreo

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

Master Planned Communities Land Sales The following table presents the detail of MPC land sales recognized for the years ended December 31, 2025 and 2024. Total net recognized (deferred) revenue includes revenues recognized in the current period which are related to sales closed in prior periods, offset by revenues deferred on sales closed in the current period.

thousands20252024
Total residential land sales closed$552,360$441,044
Total commercial land sales closed20,1684,984
Net recognized (deferred) revenue:
Bridgeland2,5426,491
The Woodlands(2,137)517
The Woodlands Hills6130
Summerlin(28,346)(18,140)
Total net recognized (deferred) revenue(27,880)(11,102)
Special Improvement District revenue17,93818,269
Master Planned Communities land sales$562,586$453,195
MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of ContentsIndex to Financial Statements

Residential and Commercial Land Sales Closed The following tables detail our residential and commercial land sales closed for the years ended December 31:

Summary of MPC Land Sales Closed
Land SalesAcres SoldAverage Price Per Acre
thousands, except acres sold202520242025202420252024
Residential Land Sales Closed
Bridgeland
Single family$118,538$105,296177.1178.1$669$591
Summerlin
Superpad sites400,046291,230412.3216.59701,345
Custom lots20,17522,9822.73.87,4726,048
The Woodlands Hills
Single family13,60121,53628.447.0479458
Total residential land sales closed (a)$552,360$441,044620.5445.4$890$990
Commercial Land Sales Closed
Bridgeland$—$4,984—13.5$—$369
The Woodlands20,168—30.1—670—
Total commercial land sales closed (a)$20,168$4,98430.113.5$670$369

(a)Excludes revenues recognized in the current period which are related to sales closed in prior periods and includes revenues deferred on sales closed in the current period. Please see the summary of MPC land sales table above which reconciles total residential and commercial land sales closed to MPC land sales revenue recognized for the years ended December 31, 2025 and 2024.

Although our business does not involve the sale or resale of homes, we believe that net new home sales are an important indicator of future demand for our superpad sites and finished lots. Therefore, we use this statistic where relevant in our discussion of MPC operating results herein. Net new home sales reflect home sales made by homebuilders, less cancellations. Cancellations generally occur when a homebuyer signs a contract to purchase a home but later fails to qualify for a home mortgage or is unable to provide an adequate down payment to complete the home sale.

Net New Home SalesMedian Home Sales Price
thousands except percentages20252024% Change20252024% Change
Bridgeland812938(13.4)%$470$4651.1%
Summerlin9491,038(8.6)%77969212.6%
The Woodlands (a)49(55.6)%2,8752,24927.8%
The Woodlands Hills171249(31.3)%400419(4.5)%
Total1,9362,234(13.3)%

(a) New home sales in The Woodlands are not expected to be significant as residential land development is nearing completion.

MPC Net Contribution MPC Net Contribution is a non-GAAP financial measure derived from EBT, adjusted for certain items as discussed below. 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 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.

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of ContentsIndex to Financial Statements

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

thousands except percentages20252024$ Change% Change
MPC segment EBT$476,102$349,134$126,96836%
Plus:
Master Planned Communities cost of sales188,704169,19119,51312%
Depreciation and amortization408438(30)(7)%
MUD and SID bonds collections, net (a)37,293107,031(69,738)(65)%
Proceeds from sale of MUD receivables180,043176,6803,3632%
Distributions from unconsolidated ventures—4,896(4,896)(100)%
Less:
MPC development expenditures(477,870)(427,979)(49,891)(12)%
Equity in (earnings) losses from unconsolidated ventures3,37411,899(8,525)(72)%
MPC Net Contribution$408,054$391,290$16,7644%

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

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:

thousandsBridgelandSummerlinTeravalisThe WoodlandsThe Woodlands HillsTotal MPC
Balance December 31, 2023$533,031$1,079,927$544,824$172,652$115,239$2,445,673
Development expenditures (a)204,542186,1635735,85330,848427,979
MPC Cost of sales(47,056)(113,844)—(117)(8,174)(169,191)
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
Other(1,367)1,491(16)583(4,006)(3,315)
Balance December 31, 2024509,2311,153,737545,381189,493113,8202,511,662
Development expenditures (a)215,001233,6311,8674,05323,318477,870
MPC Cost of sales(42,459)(136,797)—(4,431)(5,017)(188,704)
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)
Other31,5206,482(37)(859)7,47344,579
Balance December 31, 2025$522,231$1,257,053$547,211$187,315$121,267$2,635,077

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

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

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.