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Howard Hughes Holdings Inc.

For the period ended Sep 30, 2025. Filed Nov 10, 2025.

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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, 2025 · Filed Nov 10, 2025

HHH$77.73-0.4%Stored close · as of Nov 6, 2026

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Strategic Developments

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of Contents

Strategic Developments

Our Strategic Developments assets generally require substantial future development to maximize their value. Other than our condominium properties, most of the properties and projects in this segment do not generate revenues. Our expenses relating to these assets are primarily related to costs associated with constructing the assets, selling condominiums, marketing costs associated with our Strategic Developments, carrying costs including, but not limited to, property taxes and insurance, and other ongoing costs relating to maintaining the assets in their current condition. If we decide to redevelop or develop a Strategic Developments asset, we expect that with the exception of the residential portion of our condominium projects, upon completion of development, the asset would likely be reclassified to Operating Assets when the asset is placed in service and NOI would become a meaningful measure of its operating performance. All development costs discussed herein are exclusive of land costs.

Segment EBTSegment EBT for Strategic Developments is presented below:

thousands except percentages · Three Months Ended September 30, · Nine Months Ended September 30,
2025 · 2024 · $ Change · % Change · 2025 · 2024 · $ Change · % Change
Condominium rights and unit sales$142$3$139NM$677$26$651NM
Rental revenue—101(101)(100)%33377(344)(91)%
Other land, rental, and property revenues1,318401917NM2,3181,2041,11493%
Total revenues1,460505955189%3,0281,6071,42188%
Condominium rights and unit cost of sales(59)(11,833)11,774100%(1,112)(15,694)14,58293%
Operating costs(3,944)(3,973)291%(11,280)(11,684)4043%
Rental property real estate taxes(624)(605)(19)(3)%(1,787)(1,893)1066%
Total operating expenses(4,627)(16,411)11,78472%(14,179)(29,271)15,09252%
Segment operating income (loss)(3,167)(15,906)12,73980%(11,151)(27,664)16,51360%
Depreciation and amortization(1,988)(960)(1,028)(107)%(4,222)(6,257)2,03533%
Interest income (expense), net4,3114,353(42)(1)%13,59012,9716195%
Other income (loss), net2,06690,089(88,023)(98)%93690,075(89,139)(99)%
Equity in earnings (losses) from unconsolidated ventures57118(61)(52)%2311933820%
Gain (loss) on sale or disposal of real estate and other assets, net10,064—10,064NM11,721—11,721NM
Segment EBT$11,343$77,694$(66,351)(85)%$11,105$69,318$(58,213)(84)%

Strategic Developments segment EBT decreased $66.4 million compared to the prior-year period primarily due to the following:

–Other income (loss), net decreased $88.0 million primarily due to the receipt of $90.0 million of insurance proceeds in the prior-year period following the execution of a settlement agreement related tothe construction defect claims at Waiea.

–Depreciation expense increased $1.0 million primarily due to additional expense related to the Melia and ‘Ilima model units, which were placed in-service in the current quarter.

These decreases to EBT were partially offset by the following:

–Condominium cost of sales includes a decrease of $12.1 million related to thesettlement of final costs previously incurred by the Waiea general contractor in the prior-year period.

–Gain on sale of real estate increased $10.1 million due to a land swap in the current period. The Grogan's Mill Library and Community Center was transferred to the local county in exchange for the Town Green land parcel on the Waterway in The Woodlands. Refer to Note 5 -Acquisitions and Dispositions in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional details.

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of Contents

Strategic Developments segment EBT decreased $58.2 million compared to the prior-year period primarily due to the following:

–Other income (loss), net decreased $89.1 million primarily due to the receipt of $90.0 million of insurance proceeds in the prior-year period following the execution of a settlement agreement related tothe construction defect claims at Waiea.

This decrease to EBT was partially offset by the following:

–Condominium cost of sales includes a decrease of $15.1 million related to the recognition of additional Waiea remediation costs and settlement of final costs previously incurred by the Waiea general contractor in the prior-year period.

–Gain on sale of real estate increased $11.7 million due to the land swap in The Woodlands discussed above and the sale of a land parcel near the Merriweather District in the current period.

–Depreciation expense decreased $2.0 million primarily due to accelerated depreciation recognized in the second quarter of 2024 for the Kalae model unit, which was decommissioned to allow for the construction of future tower model units, partially offset by increased depreciation associated with placing the Melia and ‘Ilima model units in-service in the current period.

Condominiums Condominium revenue is recognized when construction of the condominium tower is complete and unit sales close, leading to variability in revenue recognized between periods.

Completed Condominiums

Ward Village As of September 30, 2025, our seven completed condominiums in Ward Village, Ae`o, Ke Kilohana, Anaha, Waiea, ‘A‘ali‘i, Kō‘ula, and Victoria Place are completely sold.

Condominiums Under Construction

Ward Village As of September 30, 2025, 97% of the units at our three towers under construction, The Park Ward Village, Ulana Ward Village, and Kalae are under contract.

We broke ground on The Park Ward Village in October 2022 and expect to complete construction in 2026. The Park Ward Village will consist of 545 studio, one-, two-, and three-bedroom residences. As of September 30, 2025, we have entered into contracts for 529 units, representing 97% of total units.

We broke ground on Ulana Ward Village in January 2023. Ulana Ward Village, which is 100% pre-sold, will consist of 696 studio, one-, two-, and three-bedroom units. All units are designated as workforce housing units and are being offered to local residents who meet certain maximum income and net worth requirements. Subsequent to quarter end, we completed construction and began executing closings in November 2025.

We broke ground on Kalae in June 2024 and expect to complete construction in 2028. Kalae will consist of 329 one-, two-, and three-bedroom residences. As of September 30, 2025, we have entered into contracts for 307 units, representing 93% of total units.

The Woodlands We broke ground on The Ritz-Carlton Residences in October 2024 and expect to complete construction in 2027. The Ritz-Carlton Residences, The Woodlands will consist of 111 one-, two-, three-, and four-bedroom residences. The development sits on the last available large-scale residential site on Lake Woodlands, spanning roughly eight acres across approximately 1,200 feet of premier lakefront shoreline. As of September 30, 2025, we have entered into contracts for 82 units, representing 74% of total units.

Predevelopment Condominiums

Ward Village We launched public pre-sales for The Launiu in February 2024. The Launiu will consist of 485 studio, one-, two-, and three-bedroom residences. As of September 30, 2025, we have entered into contracts for 332 units, representing 68% of total units. Construction is expected to commence on The Launiu in early 2026.

We launched public pre-sales for Melia in June 2025. Melia will consist of 220 one-, two-, three-, and four-bedroom residences. As of September 30, 2025, we have entered into contracts for 136 units, representing 62% of total units.

MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONSTable of Contents

We launched public pre-sales for ‘Ilima in June 2025. ‘Ilima will consist of 148 one-, two-, three-, and four-bedroom residences. As of September 30, 2025, we have entered into contracts for 72 units, representing 49% of total units.

The following provides further detail for all condominium projects as of September 30, 2025:

LocationUnits ClosedUnits Under ContractTotal UnitsTotal % of Units Closed or Under ContractCompletion Date
Completed
Waiea (a)Honolulu, HI177—177100%Q4 2016
Anaha (a)Honolulu, HI317—317100%Q4 2017
Ae`o (a)Honolulu, HI465—465100%Q4 2018
Ke Kilohana (a)Honolulu, HI423—423100%Q2 2019
‘A‘ali‘i (a)Honolulu, HI750—750100%Q4 2021
Kō'ula (b)Honolulu, HI565—565100%Q3 2022
Victoria PlaceHonolulu, HI349—349100%Q4 2024
Under construction
The Park Ward Village (c)Honolulu, HI—52954597%2026
Ulana Ward Village (d)Honolulu, HI—694696100%Q4 2025
Kalae (e)Honolulu, HI—30732993%2028
The Ritz-Carlton Residences (f)The Woodlands, TX—8211174%2027
Predevelopment
The Launiu (g)Honolulu, HI—33248568%2028
Melia (h)Honolulu, HI—13622062%2030
‘Ilima (i)Honolulu, HI—7214849%2030

(a)The retail portions of these projects are 100% leased and have been placed in service.

(b)The retail portion of this project has been placed in service and is 56% leased.

(c)The Park Ward Village will include approximately 26,800 square feet of retail space.

(d)Ulana Ward Village will include approximately 32,100 square feet of retail space.

(e)Kalae will include approximately 2,000 square feet of retail space.

(f)The Ritz-Carlton Residences will include approximately 5,800 square feet of retail space.

(g)The Launiu will include approximately 10,000 square feet of retail space.

(h)Melia will include approximately 6,000 square feet of retail space.

(i)‘Ilima will include approximately 5,000 square feet of retail space.

ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.