Howard Hughes Holdings Inc.

OVERVIEW

Description of Business

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.

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.

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.

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.

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.

Third Quarter 2025 Highlights

Comparison of the three months ended September 30, 2025, to the three months ended September 30, 2024

Total Company

–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.

–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.

Operating Assets

–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.

–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.

–Retail NOI increased $1.2 million primarily due to continued lease up at various properties across our portfolio.

MPC

–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.

–The increase in EBT was primarily due to an increase in superpad acres sold and higher builder price participation in Summerlin.

Strategic Developments

–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.

–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.

–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.