Howard Hughes Holdings Inc.
For the period ended Mar 31, 2026. Filed May 7, 2026.
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A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed May 7, 2026
HHH$77.73-0.4%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-11-10.
0001981792-25-000011
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsForward-Looking InformationOverviewCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-05-07.
0001628280-26-032144
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsForward-Looking InformationOverviewThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 72 previous paragraphs and 76 current paragraphs.
48 unchanged; 14 reworded; 14 added; 10 removed; 0 previous and 0 current paragraphs rearranged.
Tables are not compared: 6 previous and 6 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (14)
Current report
Forward-looking statements include statements regarding:
Current report
– planned acquisitions, including the acquisition of Vantage Group Holdings Ltd. (Vantage), and our ability to integrate and realize the economic benefits of acquired businesses
Current report
–our ability to satisfy the conditions to closing and consummate the proposed acquisition of Vantage (Vantage Transaction), integrate it into our operations, and realize the financial benefits currently anticipated from such acquisition
Current report
Overview Howard Hughes Holdings Inc. (HHH or the Company) is a holding company that owns a real estate development subsidiary that 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. We create some of the most sought-after communities in the country by curating an environment tailored to meet the needs of our residents and tenants.
Current report
Planned Vantage Acquisition The Company has entered into a definitive agreement to acquire 100% of Vantage Group Holdings Ltd. (Vantage), a privately held specialty insurance and reinsurance company. The transaction remains subject to regulatory approvals and other customary closing conditions, and is expected to close in the second quarter of 2026. See Note 1 -Presentation of Financial Statements and Significant Accounting Policies in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
Current report
–Net income attributable to common stockholders decreased to $8.2 million in the current quarter, compared to $10.5 million in the prior-year period. This decrease was primarily driven by a loss on the extinguishment of debt in the current quarter related to the redemption of our 2028 senior unsecured notes and a gain on the sale of two land parcels and a retail space in Ward Village in the prior-year period, partially offset by an increase in MPC residential land sales.
Current report
–Operating Assets results reflect modest increases across all property types. Performance in Office and Multifamily was impacted by strong leasing activity and expiration of rent abatements across the portfolio.
Current report
–The decrease in EBT was primarily due to the recognition of the Company’s share of a loss on sale of land at our West End Alexandria joint venture in the current quarter.
Current report
–The final six units at Ulana Ward Village closed in the current period, however condominium sales, net of cost of sales remained flat as this is a workforce tower and closed at a breakeven gross margin as expected.
Current report
–The Company commenced construction on The Launiu in the first quarter of 2026.
Current report
–In February 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.
Current report
–Closed on a $300.0 million five-year mortgage secured by Downtown Summerlin and a related interest rate swap resulting in a fixed interest rate of 5.52%.
Removed paragraphs (10)
Previous report
These forward-looking statements involve known and unknown risks, uncertainties, and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from any predictions of future results, performance or achievements that we express or imply in this Quarterly Report or in the information incorporated herein by reference.
Previous report
Our award-winning assets include one of the nation's largest portfolios of MPCs, spanning approximately 101,000 gross acres, as well as operating properties, strategic developments, and other assets across five states. We create some of the most sought-after communities in the country by curating an environment tailored to meet the needs of our residents and tenants. Our unique business model allows us to seek attractive risk-adjusted returns while maintaining a sharp focus on sustainability to ensure our communities are equipped with the resources to last several decades.
Previous report
On May 5, 2025, the Company sold 9,000,000 newly issued shares of its common stock to Pershing Square for an aggregate purchase price of $900 million. This represented a significant milestone for the Company, and we continue to evaluate opportunities to deploy this capital. Over time, we expect HHH will be transformed into a premier diversified holding company, with our portfolio of master planned communities at its foundation. Refer to Note 2 -Pershing Square Transaction in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information on the transactions with Pershing Square.
Previous report
–Net income from continuing operations increased to $119.4 million in the current quarter, compared to $96.5 million in the prior-year period. This increase was primarily driven by increased MPC residential land sales, improved NOI performance from Operating Assets, and the recognition of a loss on MUD sale in the prior-year period, partially offset by the recognition of income in the prior-year period related to the settlement of the construction defect claims at Waiea in Ward Village and an increase in income tax expense.
Previous report
–Office NOI increased $2.2 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, 1700 Pavilion, and Three Hughes Landing, partially offset by decreases related to rent abatement at certain properties in The Woodlands in 2025.
Previous report
–Retail NOI increased $1.2 million primarily due to continued lease up at various properties across our portfolio.
Previous report
–The decrease in EBT was primarily attributable to a decrease in other income related to the receipt of insurance proceeds for the Waiea remediation in the prior-year period, partially offset by a decrease in condominium cost of sales related to the recognition of additional Waiea remediation-related costs in the prior-year period, and an increase in gain on sale of real estate assets due to a land swap in The Woodlands in the current period.
Previous report
–We contracted 216 units at our predevelopment condominiums at Ward Village during the current quarter, including 136 units at Melia, 72 units at ‘Ilima, and 8 units at The Launiu.
Reworded paragraphs (14)
Previous wording
Certain statements contained in or incorporated by reference into this Quarterly Report, including, without limitation, those related to our future operations constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). All statements other than statements of historical fact included in this Quarterly Report are forward-looking statements and may include words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “will,” “would,” and other statements of similar expression.
Current wording
This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). All statements other than statements of historical fact included in this Quarterly Report are forward-looking statements. We claim the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, or business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “will,” “would,” and other statements of similar expression. Forward-looking statements should not be relied upon. They give our expectations about the future and are not guarantees.
Previous wording
– statements regarding the expected changes to our strategy following the transactions with Pershing Square
Current wording
– the expected changes to our strategy following the transactions with Pershing Square
Previous wording
–our ability to realize the anticipated benefits of the transactions with Pershing Square and our new strategy
Current wording
–our ability to realize the anticipated benefits of the transactions with Pershing Square and our new strategy of becoming a diversified holding company
Previous wording
–general inflation, including core and wage inflation; commodity and energy price and currency volatility; as well as monetary, fiscal and policy interventions in anticipation of our reaction to such events, including increases in interest rates
Current wording
–general inflation, including core and wage inflation; commodity and energy price and currency volatility; as well as monetary, fiscal and policy interventions in anticipation of our reaction to such events, including changes in interest rates
Previous wording
–our indebtedness, including our$750,000,000 5.375% senior unsecured notes due 2028,$650,000,000 4.125% senior unsecured notes due 2029 and$650,000,000 4.375% senior unsecured notes due 2031, contain restrictions that may limit our ability to operate our business
Current wording
–our indebtedness, including our$650,000,000 4.125% senior unsecured notes due 2029, $650,000,000 4.375% senior unsecured notes due 2031,$500,000,000 5.875% senior unsecured notes due 2032, and $500,000,000 6.125% senior unsecured notes due 2034, contain restrictions that may limit our ability to operate our business
Previous wording
Although we presently believe that the plans, expectations, and anticipated results expressed in or suggested by the forward-looking statements contained in or incorporated by reference into this Quarterly Report are reasonable, all forward-looking statements are inherently subjective, uncertain, and subject to change, as they involve substantial risks and uncertainties, including those beyond our control. New factors emerge from time to time, and it is not possible for us to predict the nature, or assess the potential impact, of each new factor on our business. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.
Current wording
Any factor could, by itself, or together with one or more other factors, adversely affect our business, results of operations, plans, objectives, future performance, or financial condition. Other factors not described in this Quarterly Report also could cause results to differ from our expectations. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.
Previous wording
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.
Current wording
Throughout this section, changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our condensed 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.
Previous wording
We operate through three business segments: Operating Assets, MPCs, and Strategic Developments. We create a continuous value-creation cycle through operational and financial synergies associated with our three business segments. In our MPC segment, we plan, develop, and manage small cities and large-scale, mixed-use communities, in markets with strong long-term growth fundamentals. This business focuses on the horizontal development of residential land. The improved acreage is then sold to homebuilders who build and sell homes to new residents. New homeowners create demand for commercial developments, such as retail, office, and hospitality offerings. We build these commercial properties through Strategic Developments at the appropriate times, which helps mitigate development risk, using the cash flow harvested from the sale of land to homebuilders. Once the commercial developments are completed, the assets transition to Operating Assets, which increases recurring Net Operating Income (NOI), further funding our Strategic Developments. New office, retail, and other commercial amenities make our MPC residential land more appealing to buyers and increase the velocity of land sales at premiums that typically exceed the broader market. This increased demand for residential land generates more cash flow from MPCs, thus continuing the value-creation cycle.
Current wording
Segments The Company operates through three business segments: Operating Assets, MPCs, and Strategic Developments. In our MPC segment, we plan, develop, and manage small cities and large-scale, mixed-use communities, in markets with strong long-term growth fundamentals. This business focuses on the horizontal development of residential land. The improved acreage is then sold to homebuilders who build and sell homes to new residents. New homeowners create demand for commercial developments, such as retail, office, and hospitality offerings. We build these commercial properties through Strategic Developments at the appropriate times, which helps mitigate development risk, using the cash flow harvested from the sale of land to homebuilders. Once the commercial developments are completed, the assets transition to Operating Assets, which increases recurring Net Operating Income (NOI). New office, retail, and other commercial amenities make our MPC residential land more appealing to buyers and increase the velocity of land sales at premiums that typically exceed the broader market and generate more cash flow from MPCs. Our Strategic Developments segment also develops and sells residential condominiums in Hawai‘i.
Previous wording
In addition to the required presentations using GAAP, we use certain non-GAAP performance measures, such as NOI and MPC Net Contribution. See the Operating Assets and MPC sections below for the reconciliations of these GAAP to non-GAAP financial measures and statements indicating why management believes these non-GAAP financial measures provide useful information for investors.
Current wording
Non-GAAP Measures In addition to the required presentations using GAAP, we use certain non-GAAP performance measures, such as NOI and Net Debt. See the Operating Assets and Short- and Long-Term Liquidity sections below for the reconciliations of these GAAP to non-GAAP financial measures and statements indicating why management believes these non-GAAP financial measures provide useful information for investors.
Previous wording
–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, $772.4 million of undrawn lender commitments available to be drawn for property development, subject to certain restrictions, and limited near-term debt maturities, all as of September 30, 2025.
Current wording
–We continue to maintain a strong liquidity position with $1.8 billion of cash and cash equivalents, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, $1.1 billion of undrawn lender commitments available to be drawn for property development, subject to certain restrictions, and limited near-term debt maturities, all as of March 31, 2026.
Previous wording
–Operating Assets NOI totaled $65.6 million in the current quarter, a $2.7 million increase compared to $62.8 million in the prior-year period.
Current wording
–Operating Assets NOI totaled $65.7 million in the current quarter, a $1.6 million increase compared to $64.0 million in the prior-year period.
Previous wording
–MPC EBT totaled $205.0 million in the current quarter, a $60.3 million increase compared to $144.8 million in the prior-year period.
Current wording
–MPC EBT totaled $84.4 million in the current quarter, a $21.1 million increase compared to $63.3 million in the prior-year period.
Previous wording
–The increase in EBT was primarily due to an increase in superpad acres sold and higher builder price participation in Summerlin.
Current wording
–The increase in EBT was primarily due to an increase in residential acres sold in Bridgeland, higher revenue recognized out of deferred revenue, net of associated deferred costs, and an increase in interest income, primarily due to capitalized interest.
Previous wording
–Strategic Developments EBT decreased $66.4 million to $11.3 million in the current quarter, compared to a $77.7 million in the prior-year period.
Current wording
–Strategic Developments EBT decreased $5.4 million to a loss of $6.6 million in the current quarter, compared to a loss of $1.2 million in the prior-year period.