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Howard Hughes Holdings Inc.

For the period ended Sep 30, 2026. Filed Nov 5, 2026.

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About this filing

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.

Sep 30, 2026 · Filed Nov 5, 2026

HHH$84.60-1.2%Stored close · as of Nov 10, 2026

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Corporate Income, Expenses, and Other Items

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of Contents

Corporate Income, Expenses, and Other Items

The following table contains certain corporate-related and other items not related to segment activities and that are not otherwise included within the segment analyses. Variances related to income and expenses included in NOI or EBT are explained within the previous segment discussions. Significant variances for consolidated items not included in NOI or EBT are described below:

Three Months Ended September 30,Nine Months Ended September 30,
thousands except percentages20262025$ Change% Change20262025$ Change% Change
General and administrative expenses$(28,802)$(28,281)$(521)(2)%$(90,696)$(85,269)$(5,427)(6)%
Gain (loss) on sale of MUD receivables(105,362)—(105,362)NM(105,917)(48,197)(57,720)(120)%
Corporate interest expense, net(32,158)(18,288)(13,870)(76)%(74,709)(62,408)(12,301)(20)%
Gain (loss) on extinguishment of debt———NM(10,226)—(10,226)NM
Corporate depreciation and amortization(1,182)(872)(310)(36)%(3,257)(2,475)(782)(32)%
Vantage income (loss) before income taxes76,564—76,564NM55,799—55,799NM
Income tax (expense) benefit(1,503)(38,898)37,39596%(54,078)(38,513)(15,565)(40)%
Other(6,127)(3,369)(2,758)(82)%(15,719)(12,294)(3,425)(28)%
Total Corporate income, expenses, and other items$(98,570)$(89,708)$(8,862)(10)%$(298,803)$(249,156)$(49,647)(20)%

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

–Loss on sale of MUD receivables of $105.4 million was recognized in the third quarter of 2026. Refer to Note 1 -Presentation of Financial Statements and Significant Accounting Policiesin the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.

–Corporate interest expense, net increased $13.9 million primarily due to lower interest income generated on lower Corporate cash balances following the Vantage Acquisition and higher interest expense as a result of a higher balance and higher interest rates on the February 2026 Senior Notes. Refer to Note 6 -Mortgages, Notes, and Loans Payable, Netin the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information on the February 2026 Senior Notes.

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

–Vantage income before income taxes of $76.6 million is included in the Company’s results following the completion of the Vantage Acquisition. Refer to the Vantage Post-Acquisition Results section below for further discussion of this activity.

–Income tax expense decreased $37.4 million primarily due to a decrease in Income before income taxes. Refer to Note 13 -Income Taxesin the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.

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

–Loss on sale of MUD receivables increased $57.7 million as a result of a $105.9 million loss recognized in 2026, compared to a $48.2 million loss recognized in 2025.

–Income tax expense increased $15.6 million primarily due to an increase in Income before income taxes.

–Corporate interest expense, net increased $12.3 million primarily due to higher interest expense as a result of a higher balance and higher interest rates on the February 2026 Senior Notes.

–Loss on extinguishment of debt of $10.2 million due to payment of the bond call premium and accelerated amortization of related debt issuance costs following the repayment of the $750.0 million 5.375% senior unsecured notes in the first quarter of 2026.

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of Contents

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

–Vantage income before income taxes of $55.8 million is included in the Company’s results following the completion of the Vantage Acquisition.

Pershing Square Advisory Fees Pershing Square supports the Company’s diversified holding company strategy by providing certain investment and advisory services. Starting in the second quarter of 2025, the Company began paying Pershing Square a quarterly advisory fee that includes base and variable components. The variable fee is calculated based on the excess of the quarter-end stock price over a reference price. As such, no variable fee is owed in a period that the quarter-end stock price does not exceed the reference price. Refer to Note 3 -Pershing Square in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information on the advisory fee.

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

Three Months Ended September 30,Nine Months Ended September 30,
thousands20262025$ Change% Change20262025$ Change% Change
Base fee$3,786$3,750$361%$11,358$6,099$5,25986%
Variable fee—3,399(3,399)(100)%643,939(3,875)(98)%
Total Pershing Square advisory fee$3,786$7,149$(3,363)(47)%$11,422$10,038$1,38414%

Vantage Post-Acquisition Results The discussion below summarizes the contribution of Vantage to our condensed consolidated results for the three and nine months ended September 30, 2026. The amounts reflect only the period from the acquisition date through September 30, 2026. As the acquisition was completed during the second quarter of 2026, there is no corresponding prior-year period for these operations, and as such period-over-period analysis for Vantage is not applicable. Due to the limited post-acquisition period, the results discussed below are not necessarily indicative of expected performance over the full year. See Note 2 -Vantage Acquisition in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information about the Vantage Acquisition.

Vantage operates in the United States (U.S.) and Bermuda and writes business on both an admitted and excess and surplus basis. Product lines offered by its U.S. insurance subsidiaries include casualty, property, professional liability, financial lines, healthcare, construction, and political risk and credit. Products offered by its Bermuda subsidiary include financial and professional lines and healthcare and excess casualty. Vantage’s reinsurance operations consist of products offered by its Bermuda subsidiary and product lines offered include specialty, property and casualty, financial lines, and property catastrophe. Vantage also earns net investment gain (loss), net investment income, and net fee income.

Key drivers of the operating results of Vantage include:

–The level and mix of gross and net written and earned premiums by line of business and geography;

–The frequency and severity of insured loss activity, including catastrophe events and prior‑year reserve development;

–The structure, cost, and recoveries associated with our reinsurance programs;

–Investment income earned from the insurance investment portfolio and required regulatory capital; and

–Investment gains and losses attributable to the Company’s insurance investment portfolio.

We expect to refine our disclosure of applicable key performance indicators for Vantage as we complete integration activities and as the CODM incorporates these metrics into ongoing operating decisions.

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of Contents

The following table presents the post-acquisition activity associated with Vantage included in the three and nine months ended September 30, 2026:

thousandsThree Months Ended September 30, 2026Nine Months Ended September 30, 2026
Gross written insurance premiums$385,981$542,040
Net written insurance premiums$272,968$380,176
Net earned insurance premiums$315,849$413,096
Insurance claims and claim expenses(200,551)(255,761)
Insurance underwriting expenses
Acquisition costs(8,201)(9,330)
VOBA amortization(68,962)(89,201)
Other insurance underwriting expenses(43,810)(59,823)
Underwriting income (loss)(5,675)(1,019)
Net insurance investment income22,67833,666
Other revenues19,00223,908
Depreciation and amortization(4,219)(5,487)
Other expenses(6,041)(7,720)
Investment gain (loss), net50,91512,637
Other income (loss), net(96)(186)
Vantage income (loss) before income taxes$76,564$55,799
Ratios (a)
Loss ratio63.5%61.9%
Expense ratio38.3%38.3%
Combined ratio101.8%100.2%
Prior year development - favorable (unfavorable)1.3%1.0%
Impact of catastrophes on combined ratio—%—%
Accident year combined ratio (ex. cat) (b)103.1%101.2%

(a)Given the limited post-acquisition periods and normal volatility in property and casualty results, we do not consider the post-acquisition ratios to be representative of expected full-year performance.

(b)Accident year combined ratio is a non-GAAP financial measure that excludes the impact of favorable or unfavorable prior-year development and catastrophe events on its reserves for claims and claim expense. We believe this measure provides investors with a more meaningful understanding of current-year underwriting performance by distinguishing the results of business written in the current period from changes in estimates related to business written in prior periods and from the impact of catastrophe events. Catastrophe events can vary significantly in frequency and severity, result in losses that may be material, and involve complexity and uncertainty in estimating ultimate losses. A reconciliation to the most directly comparable GAAP financial measure, the combined ratio, is included above.

Net earned insurance premiums include inward insurance and reinsurance premiums. Insurance claims and claim expenses include losses incurred on insured events and changes in estimates of unpaid claims and claim expenses, net of ceded reinsurance claims, including both case reserves and incurred but not reported reserves. This corresponds to a loss ratio (Insurance claims and claim expenses to Net earned insurance premiums) of 63.5% in the three months ended September 30, 2026, and 61.9% in the nine months ended September 30, 2026. Impacts related to the development of prior year’s losses and catastrophes were minimal in the periods presented, however current total losses incurred for both periods were slightly elevated, primarily due to a current quarter net $17.9 million loss in our reinsurance specialty business. Refer to Note 9 -Reserves for Claims and Claim Expenses in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.

Insurance underwriting expenses include VOBA amortization, other insurance underwriting expenses comprised of costs directly attributable to operating the insurance business, including certain personnel, technology and administrative functions that support underwriting activities, and amortization of deferred acquisition costs incurred subsequent to the Vantage Acquisition. This corresponds to an expense ratio (Insurance underwriting expenses to Net earned insurance premiums) of 38.3% in the three and nine months ended September 30, 2026.

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of Contents

Other revenues and other expenses include fee income and related expenses associated with AdVantage, Vantage’s Bermuda-domiciled Collateralized Insurer and Segregated Accounts Company. 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.

Net insurance investment income includes interest and dividend income related to the Company’s investments in fixed maturity securities, equity securities, and short-term investments, less related expenses. Following the Vantage Acquisition, the Vantage investment portfolio was transitioned to include common equity positions and U.S. Treasuries covering $2.3 billion of carried reserves. See Note 4 -Investments in Fixed Maturity and Equity Securities in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information about the Company’s investments.

Investment gain (loss), net includes realized and unrealized gains (losses) on equity securities, as well as, realized gains (losses) on fixed maturity securities and short-term investments. For the three months ended September 30, 2026, Investment gain (loss), net primarily includes $55.4 million of unrealized gains on equity securities and $4.5 million of net realized losses related to fixed maturity, equity, and short-term securities. For the nine months ended September 30, 2026, Investment gain (loss), net primarily includes $19.4 million of unrealized gains on equity securities and $6.8 million of net realized losses related to fixed maturity, equity, and short-term securities.

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