Howard Hughes Holdings Inc.

FORWARD-LOOKING INFORMATION

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). We intend these statements to be covered by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, or business, and are not guarantees of performance. 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, and actual results may differ materially from those contemplated by such forward-looking statements.

Forward-looking statements include statements regarding:

–our plans to monetize a substantial portion of our real estate assets, transition our real estate business into an asset-light real estate asset management platform, and redeploy the resulting proceeds into Vantage Group Holdings Ltd. (Vantage)

–changes to our strategy following the closing of the May 2025 transactions with Pershing Square, and in connection with our plans to transition our real estate business into an asset-light management platform

–expected performance of our Master Planned Communities

–our plans regarding our MPCs, including future sales of land bank stakes and any future ongoing long-term contracts and involvement, including but not limited to as a developer, manager and operator

–expected performance of our stabilized, income-producing properties, and the performance and stabilization timing of properties that we have recently placed into service or are under construction

–forecasts of our future economic performance

–expected capital required for our operations and development opportunities for our properties

–planned and recently completed acquisitions, including the acquisition of Vantage, and our ability to integrate and realize the economic benefits of acquired businesses

–risks related to our continued operations of Vantage’s insurance and reinsurance business, including underwriting, reserving, catastrophe, reinsurance, capital, liquidity, and regulatory risks, and to the potential future growth of such business, including any expansion of such business, further investments in such business, and related investment strategy

–estimates of our future liquidity, development opportunities, development spending, and management plans

–impact of technology on our operations and business

–expected performance of our segments

–expected commencement and completion for property developments and timing of sales or rentals of certain properties; and

–descriptions of assumptions underlying or relating to any of the foregoing

These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

–our ability to transition our real estate business into an asset-light real estate asset management platform on the time frame we anticipate or at all, including our ability to raise third-party capital on terms that are favorable to us or at all, and our increasing dependence on Vantage

–our ability to monetize our real estate assets through asset sales and joint ventures at the values, on the terms, and within the time frame we anticipate, or at all, and to redeploy the resulting proceeds into Vantage

–our ability to realize the anticipated benefits of the transactions with Pershing Square and our strategy of becoming a diversified holding company

–our ability to identify and consummate transactions as part of our strategy of becoming a diversified holding company

–risks inherent in acquiring or making investments in operating companies, especially companies in industries unrelated to our existing real estate business

–our ability to integrate Vantage’s insurance and reinsurance business into our operations, and realize the financial and strategic benefits currently anticipated from such acquisition

–our ability to realize the anticipated benefits of recent transactions, including the May 2025 transactions with Pershing Square and the spinoff of Seaport Entertainment Group Inc. in 2024

–macroeconomic conditions such as volatility in capital markets, unstable economic and political conditions within the U.S. and foreign jurisdictions, geopolitical conflicts, and a prolonged recession in the national economy impacting the real estate and insurance and reinsurance businesses, including but not limited to inflation and changes in interest rates

–changes in trade policies, including tariffs, and related impacts on market conditions and business activity

–our inability to obtain operating and development capital for our properties, including our inability to obtain or refinance debt capital from lenders and the capital markets

–our ability to compete effectively, including the potential impact of heightened competition for tenants and potential decreases in occupancy at our properties

–extreme weather conditions, climate change, natural disasters, pandemics or other catastrophes, that may cause property damage or interrupt our real estate or insurance or reinsurance business

–losses that are not insured or exceed the applicable insurance limits as well as insufficient reserves for losses

–increased construction costs exceeding our original estimates, delays or overruns, claims for construction defects, or other factors affecting our ability to develop, redevelop or construct our properties

–regulation of the portions of our business that are dedicated to the formation and sale of condominiums or insurance and reinsurance, as applicable, including obtaining government permits necessary for the development of our properties

–fluctuations in regional and local economies, the impact of changes in interest rates on residential housing and condominium markets, local real estate conditions, tenant rental rates, and competition from competing retail properties and the internet

–insufficient reserves for insurance claims and claim expenses due to the impact of social inflation or other factors

–greater-than-expected loss ratios on business written by Vantage

–Vantage’s ability to accurately assess underwriting risk and establish adequate premium rates

–decreases in pricing for property and casualty reinsurance and insurance

–Vantage’s ability to purchase adequate reinsurance

–Vantage’s ability to maintain financial strength ratings

–material variation of analytical models used in decision making from actual results

–Vantage’s ability to comply with insurance and tax laws and regulations and other regulatory challenges, including to obtain licenses or admittance in additional jurisdictions to develop its business

–inherent risks related to disruption of information technology networks and related systems, including cyber security attacks on us or our vendors

–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

–our directors’ involvement or interests in other businesses, including real estate activities and investments

–our dependence on the operations and funds of our subsidiaries, including The Howard Hughes Corporation and Vantage; and

–other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2026.

The above list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. 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.