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Howard Hughes Holdings Inc.

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

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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

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Contents

Strategic Developments

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

Strategic Developments

Our Strategic Developments assets generally require substantial future development to maximize their value. Other than our condominium properties, most of the properties and projects in this segment do not generate revenues. Our expenses relating to these assets are primarily related to costs associated with constructing the assets, selling condominiums, carrying costs including, but not limited to, property taxes and insurance and other ongoing costs relating to maintaining the assets in their current condition. If we decide to redevelop or develop a Strategic Developments asset, we expect that with the exception of the residential portion of our condominium projects, upon completion of development, the asset would likely be reclassified to Operating Assets when the asset is placed in service and NOI would become a meaningful measure of its operating performance. All development costs discussed herein are exclusive of land costs.

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

Strategic Developments Segment EBT
thousands except percentages20252024$ Change% Change
Condominium rights and unit sales$370,156$778,616$(408,460)(52)%
Rental revenue33459(426)(93)%
Other land, rental, and property revenues4,1744,321(147)(3)%
Total revenues374,363783,396(409,033)(52)%
Condominium rights and unit cost of sales(369,408)(582,574)213,16637%
Operating costs(22,490)(17,670)(4,820)(27)%
Real estate taxes(2,191)(2,480)28912%
Total operating expenses(394,089)(602,724)208,63535%
Segment operating income (loss)(19,726)180,672(200,398)(111)%
Depreciation and amortization(6,579)(7,255)6769%
Interest income (expense), net18,85118,6032481%
Other income (loss), net(18,487)90,534(109,021)(120)%
Equity in earnings (losses) from unconsolidated ventures3172516626%
Gain (loss) on sale or disposal of real estate and other assets, net11,721—11,721NM
Segment EBT$(13,903)$282,805$(296,708)(105)%

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 tothe 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.

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

Strategic Developments Projects The following describes the status of our major construction projects as of December 31, 2025. These properties will be transferred to the Operating Assets segment upon completion of construction, unless otherwise noted below.

Bridgeland

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. We began construction in the third quarter of 2025, and anticipate project completion in the second quarter of 2026. We expect this property to reach projected annual stabilized NOI of $1.9 million by 2029.

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.

For all Ward Village condominium units, sales contracts are subject to a 30-day rescission period. The buyers are required to make an initial deposit at signing and an additional deposit 30 days later at which point their total deposit becomes non-refundable. Buyers are then required to make a final deposit within approximately 90 days of our receipt of their second deposit. Buyers are required to deposit the remainder of the sales price on a predetermined pre-closing date. Contracted units disclosed below represent sales that are past the 30-day rescission period.

For The Woodlands condominium units, sales contracts are subject to a 6-day rescission period. The buyers are required to make an initial deposit at signing and a final deposit 60 days later at which point their total deposit becomes non-refundable. Buyers are required to deposit the remainder of the sales price on a predetermined pre-closing date. Contracted units disclosed below represent sales that are past the 6-day rescission period.

Completed Condominiums

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, 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 Kalae in June 2024, and expect to complete construction in 2028. Kalae will consist of 329 one-, two-, and three-bedroom residences. As of December 31, 2025, we have entered into contracts for 307 units, representing 93% of total units.

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.

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

Predevelopment Condominiums

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:

LocationUnits ClosedUnits Under ContractTotal UnitsTotal % of Units Closed or Under ContractCompletion Date
Completed
WaieaHonolulu, HI177—177100%Q4 2016
AnahaHonolulu, HI317—317100%Q4 2017
Ae`oHonolulu, HI465—465100%Q4 2018
Ke KilohanaHonolulu, HI423—423100%Q2 2019
‘A‘ali‘iHonolulu, HI750—750100%Q4 2021
Kō'ulaHonolulu, HI565—565100%Q3 2022
Victoria PlaceHonolulu, HI349—349100%Q4 2024
Ulana Ward VillageHonolulu, HI6906696100%Q4 2025
Under construction
The Park Ward VillageHonolulu, HI—52954597%Q2 2026
KalaeHonolulu, HI—30732993%2028
The Ritz-Carlton ResidencesThe Woodlands, TX—8411176%2027
Predevelopment
The LauniuHonolulu, HI—34648571%2028
MeliaHonolulu, HI—14422065%2030
‘IlimaHonolulu, HI—7614851%2030
ContentsView on SEC.gov

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