Howard Hughes Holdings Inc.

OVERVIEW

Description of Business

Overview Howard Hughes Holdings Inc. (HHH or the Company) is a diversified holding company focused on growing long-term shareholder value. Its principal subsidiaries include (1) a specialty insurance, reinsurance, and partnership capital platform, which provides property, casualty, and specialty insurance and reinsurance, and (2) 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.

References to HHH, the Company, we, us, and our refer to Howard Hughes Holdings Inc. and its consolidated subsidiaries, unless otherwise specifically stated. References to The Howard Hughes Corporation (HHC) or Howard Hughes Communities refer to The Howard Hughes Corporation and its consolidated real estate development subsidiaries, unless otherwise specifically stated. References to Vantage refer to Howard Hughes Insurance Holdings, LLC and its recently acquired consolidated insurance and reinsurance subsidiaries, unless otherwise specifically stated.

Vantage Acquisition On June 4, 2026, Howard Hughes Insurance Holdings, LLC, a wholly owned subsidiary of the Company, completed the acquisition of 100% of the outstanding shares of capital stock of Vantage Group Holdings Ltd., a privately held specialty insurance and reinsurance company, for cash consideration of approximately $2.1 billion (Vantage Acquisition). Also on June 4, 2026, to support the funding of the Vantage Acquisition, the Company issued $1.0 billion of its Series A Preferred Stock to Pershing Square Holdings, Ltd. See Note 2 -Vantage Acquisition and Note 3 -Pershing Square in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information. The accompanying Condensed Consolidated Financial Statements reflect the assets acquired, liabilities assumed, and results of operations of Vantage beginning on the acquisition date. Accordingly, the Company's results for the three and nine months ended September 30, 2026 include Vantage's results only for the period subsequent to the acquisition date.

Vantage operates in the United States (U.S.) and Bermuda. Vantage writes insurance business in the U.S. on both an admitted and excess and surplus basis, and writes specialty insurance and reinsurance business in Bermuda on a worldwide basis. Insurance product lines offered by its U.S. insurance subsidiaries include casualty, property, professional liability, financial lines, healthcare, construction, and political risk and credit. Insurance products offered by its Bermuda subsidiary include financial and professional lines and healthcare and excess casualty. Vantage’s reinsurance operations include specialty, property and casualty, financial lines, and property catastrophe. Vantage also earns net investment income and net fee income. The acquisition diversifies our portfolio and is expected to provide recurring premium and fee-based revenues and investment income over time.

Holding Company Strategy In September 2026, the Company announced its intention to transition HHC from its current real estate model under which it owns substantially all of its assets and primarily funds development with its own capital to an asset-light real estate development and asset management platform. Under this strategy, the Company intends to monetize select real estate assets through asset sales and joint ventures, which may include the sale of interests in certain operating assets and the formation of joint ventures for portions of its residential MPC land holdings. The Company expects HHC to retain operational control of these assets and to continue to serve as developer, manager, and operator under long-term agreements. The Company also intends to raise third-party capital to fund future development, with HHC earning development, asset management, and performance fees, including as general partner of new real estate funds or other third-party capital vehicles. The Company expects to maintain its existing approach for its condominium developments, which are primarily funded through construction financing and buyer deposits.

The timing, structure, and terms of any such transactions, and the amount of proceeds realized, will depend on market conditions, counterparty interest, and other factors. There can be no assurance that any such transactions will be completed on a timely basis or at all. The ability to complete such transactions, and the net proceeds realized, may also be affected by the terms of HHC's indebtedness, including the indentures governing its senior unsecured notes and the agreements governing its secured mortgages, which contain covenants and other provisions that may restrict the sale or transfer of interests in encumbered assets, require lender consent, or require the repayment of related debt, including any applicable prepayment penalties, yield maintenance premiums, or defeasance costs. In addition, a reduction in the cash flows retained by HHC following any such transactions could affect its ability to comply with the financial and other covenants under its debt agreements.

Segments Due to the recent timing of the Vantage Acquisition, the Company is continuing to evaluate the acquired operations and overall strategy, including the manner in which the Chief Operating Decision Maker reviews financial information and allocates resources. Accordingly, the results of the acquired business have not yet been separately reflected within the Company’s segment reporting disclosures as of September 30, 2026. The Company expects to finalize its segment reporting assessment as integration activities progress. We have separately disclosed the impact of Vantage on consolidated results below to enable investors to understand the contribution of the acquisition to the periods presented. As such, we continue to operate through three business segments: Operating Assets, MPCs, and Strategic Developments.

Non-GAAP Measures In addition to the required presentations using GAAP, we use certain non-GAAP performance measures, such as NOI, Net Debt, and Accident year combined ratio. See the (1) Operating Assets, (2) Corporate Income, Expenses, and Other Items, and (3) Short- and Long-Term Liquidity sections below for the reconciliations of these non-GAAP to GAAP financial measures and statements indicating why management believes these non-GAAP financial measures provide useful information for investors.

Third Quarter 2026 Highlights

Comparison of the three months ended September 30, 2026, to the three months ended September 30, 2025

Total Company

–Net income attributable to common stockholders decreased to a loss of $1.1 million in the current quarter, compared to income of $119.5 million in the prior-year period. This decrease was primarily due to an increase in loss on sale of MUD receivables, a decrease in residential MPC land sales closed in Summerlin and Bridgeland, and a remeasurement loss related to the consolidation of the Floreo joint venture. These decreases were partially offset by net income attributable to Vantage.

–We continue to maintain a strong liquidity position with $2.9 billion of cash and cash equivalents, including cash held at Vantage, $515.0 million of undrawn capacity on our Secured Bridgeland Note, $985.8 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, 2026.

Operating Assets

–Operating Assets NOI totaled $71.0 million in the current quarter, a $5.5 million increase compared to $65.6 million in the prior-year period.

–Operating Assets results reflect increases across all property types driven by strong leasing activity.

MPC

–MPC EBT totaled $89.5 million in the current quarter, a $115.5 million decrease compared to $205.0 million in the prior-year period.

–The decrease in EBT was primarily due to a decrease in residential MPC land sales closed in Summerlin and Bridgeland and a remeasurement loss related to the consolidation of the Floreo joint venture.

Strategic Developments

–Strategic Developments EBT totaled $17.8 million in the current quarter, a $6.5 million increase compared to $11.3 million in the prior-year period.

–The increase in EBT was primarily due to an increase in equity earnings from unconsolidated ventures related to the Company’s share of a gain on the sale of a land parcel at our West End Alexandria joint venture in the current period.

Corporate Income, Expenses, and Other Items

–Net income includes pre-tax net income of $76.6 million related to the post-acquisition activity of Vantage. Refer to the Vantage Post-Acquisition Results section below for further discussion of this activity.

–Corporate income, expenses, and other items, excluding the Vantage pre-tax net income, included an increase in net expenses of $85.4 million primarily due to an increase in loss on sale of MUD receivables, 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. These increases in expenses were partially offset by a reduction in income tax expense.