0001498828false2024FY00.1111P3Y12xbrli:sharesiso4217:USDxbrli:purehhc:segmenthhc:usdPerAcreutr:acrehhc:customHomeSiteutr:sqfthhc:groundLeasehhc:storageFacilityhhc:storageUnithhc:landParcelhhc:debtInstrumenthhc:individualOrEntityhhc:partyhhc:towerhhc:granteeiso4217:USDxbrli:shares00014988282024-01-012024-12-3100014988282025-02-1900014988282024-06-3000014988282024-12-3100014988282023-12-310001498828hhc:CondominiumRightsAndUnitSalesMember2024-01-012024-12-310001498828hhc:CondominiumRightsAndUnitSalesMember2023-01-012023-12-310001498828hhc:CondominiumRightsAndUnitSalesMember2022-01-012022-12-310001498828hhc:MasterPlannedCommunityLandSalesMember2024-01-012024-12-310001498828hhc:MasterPlannedCommunityLandSalesMember2023-01-012023-12-310001498828hhc:MasterPlannedCommunityLandSalesMember2022-01-012022-12-3100014988282023-01-012023-12-3100014988282022-01-012022-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMember2024-01-012024-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMember2023-01-012023-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMember2022-01-012022-12-310001498828hhc:BuilderPriceParticipationMember2024-01-012024-12-310001498828hhc:BuilderPriceParticipationMember2023-01-012023-12-310001498828hhc:BuilderPriceParticipationMember2022-01-012022-12-310001498828us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberhhc:A110NorthWackerMember2022-03-012022-03-3100014988282022-03-012022-03-310001498828us-gaap:CommonStockMember2021-12-310001498828us-gaap:AdditionalPaidInCapitalMember2021-12-310001498828us-gaap:RetainedEarningsMember2021-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2021-12-310001498828us-gaap:TreasuryStockCommonMember2021-12-310001498828us-gaap:ParentMember2021-12-310001498828us-gaap:NoncontrollingInterestMember2021-12-3100014988282021-12-310001498828us-gaap:RetainedEarningsMember2022-01-012022-12-310001498828us-gaap:ParentMember2022-01-012022-12-310001498828us-gaap:NoncontrollingInterestMember2022-01-012022-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-01-012022-12-310001498828hhc:WardVillageHomeownersAssociationsMemberus-gaap:NoncontrollingInterestMember2022-01-012022-12-310001498828hhc:WardVillageHomeownersAssociationsMember2022-01-012022-12-310001498828us-gaap:TreasuryStockCommonMember2022-01-012022-12-310001498828us-gaap:CommonStockMember2022-01-012022-12-310001498828us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001498828us-gaap:CommonStockMember2022-12-310001498828us-gaap:AdditionalPaidInCapitalMember2022-12-310001498828us-gaap:RetainedEarningsMember2022-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001498828us-gaap:TreasuryStockCommonMember2022-12-310001498828us-gaap:ParentMember2022-12-310001498828us-gaap:NoncontrollingInterestMember2022-12-3100014988282022-12-310001498828us-gaap:RetainedEarningsMember2023-01-012023-12-310001498828us-gaap:ParentMember2023-01-012023-12-310001498828us-gaap:NoncontrollingInterestMember2023-01-012023-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001498828us-gaap:CommonStockMember2023-01-012023-12-310001498828us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001498828us-gaap:TreasuryStockCommonMember2023-01-012023-12-310001498828us-gaap:CommonStockMember2023-12-310001498828us-gaap:AdditionalPaidInCapitalMember2023-12-310001498828us-gaap:RetainedEarningsMember2023-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001498828us-gaap:TreasuryStockCommonMember2023-12-310001498828us-gaap:ParentMember2023-12-310001498828us-gaap:NoncontrollingInterestMember2023-12-310001498828us-gaap:RetainedEarningsMember2024-01-012024-12-310001498828us-gaap:ParentMember2024-01-012024-12-310001498828us-gaap:NoncontrollingInterestMember2024-01-012024-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001498828us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001498828us-gaap:CommonStockMember2024-12-310001498828us-gaap:AdditionalPaidInCapitalMember2024-12-310001498828us-gaap:RetainedEarningsMember2024-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001498828us-gaap:TreasuryStockCommonMember2024-12-310001498828us-gaap:ParentMember2024-12-310001498828us-gaap:NoncontrollingInterestMember2024-12-3100014988282023-08-110001498828hhc:SeaportEntertainmentMember2024-07-310001498828hhc:TeravalisAcquisitionMember2023-01-012023-12-310001498828hhc:TeravalisAcquisitionMember2024-01-012024-12-310001498828hhc:TeravalisAcquisitionMember2024-12-310001498828hhc:TeravalisAcquisitionMember2023-12-310001498828srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310001498828srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2024-12-310001498828srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2024-12-310001498828srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2024-12-310001498828srt:MinimumMemberhhc:ComputerHardwareAndVehiclesMember2024-12-310001498828srt:MaximumMemberhhc:ComputerHardwareAndVehiclesMember2024-12-310001498828srt:MinimumMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828srt:MaximumMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828hhc:StraightLineRentReceivablesMember2024-12-310001498828hhc:StraightLineRentReceivablesMember2023-12-310001498828hhc:TenantReceivablesMember2024-12-310001498828hhc:TenantReceivablesMember2023-12-310001498828hhc:OtherReceivablesMember2024-12-310001498828hhc:OtherReceivablesMember2023-12-310001498828us-gaap:CollectibilityOfReceivablesMember2024-12-310001498828us-gaap:CollectibilityOfReceivablesMember2024-01-012024-12-310001498828us-gaap:CollectibilityOfReceivablesMember2023-01-012023-12-310001498828us-gaap:CollectibilityOfReceivablesMember2022-01-012022-12-3100014988282024-09-3000014988282024-09-012024-09-300001498828hhc:SeaportEntertainmentMember2024-07-310001498828us-gaap:SegmentDiscontinuedOperationsMemberhhc:SeaportEntertainmentMember2024-01-012024-12-310001498828us-gaap:SegmentDiscontinuedOperationsMemberhhc:SeaportEntertainmentMember2023-01-012023-12-310001498828us-gaap:SegmentDiscontinuedOperationsMemberhhc:SeaportEntertainmentMember2022-01-012022-12-310001498828us-gaap:SegmentDiscontinuedOperationsMemberhhc:SeaportEntertainmentMember2023-12-310001498828us-gaap:UnconsolidatedPropertiesMember2024-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberhhc:HowardHughesCorporationsMemberus-gaap:UnconsolidatedPropertiesMember2024-12-310001498828hhc:A110NorthWackerMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-12-310001498828hhc:A110NorthWackerMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-12-310001498828hhc:A110NorthWackerMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828hhc:A110NorthWackerMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828hhc:A110NorthWackerMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828hhc:MetropolitanMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-12-310001498828hhc:MetropolitanMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-12-310001498828hhc:MetropolitanMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828hhc:MetropolitanMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828hhc:MetropolitanMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828hhc:StewartTitleOfMontgomeryCountyTxMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-12-310001498828hhc:StewartTitleOfMontgomeryCountyTxMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-12-310001498828hhc:StewartTitleOfMontgomeryCountyTxMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828hhc:StewartTitleOfMontgomeryCountyTxMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828hhc:StewartTitleOfMontgomeryCountyTxMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828hhc:WoodlandsSarofim1Memberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-12-310001498828hhc:WoodlandsSarofim1Memberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-12-310001498828hhc:WoodlandsSarofim1Memberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828hhc:WoodlandsSarofim1Memberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828hhc:WoodlandsSarofim1Memberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828hhc:TEN.m.flatsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-12-310001498828hhc:TEN.m.flatsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-12-310001498828hhc:TEN.m.flatsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828hhc:TEN.m.flatsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828hhc:TEN.m.flatsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2022-01-012022-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2022-01-012022-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2022-01-012022-12-310001498828hhc:OthersMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-12-310001498828hhc:OthersMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-12-310001498828hhc:OthersMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828hhc:OthersMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828hhc:OthersMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2022-01-012022-12-310001498828us-gaap:EquityMethodInvestmentsMember2024-12-310001498828us-gaap:EquityMethodInvestmentsMember2023-12-310001498828us-gaap:EquityMethodInvestmentsMember2024-01-012024-12-310001498828us-gaap:EquityMethodInvestmentsMember2023-01-012023-12-310001498828us-gaap:EquityMethodInvestmentsMember2022-01-012022-12-310001498828us-gaap:EquitySecuritiesMember2024-12-310001498828us-gaap:EquitySecuritiesMember2023-12-310001498828us-gaap:EquitySecuritiesMember2024-01-012024-12-310001498828us-gaap:EquitySecuritiesMember2023-01-012023-12-310001498828us-gaap:EquitySecuritiesMember2022-01-012022-12-310001498828us-gaap:AccountsPayableAndAccruedLiabilitiesMemberhhc:MetropolitanMember2024-12-310001498828us-gaap:AccountsPayableAndAccruedLiabilitiesMemberhhc:MetropolitanMember2023-12-310001498828hhc:TEN.m.flatsMember2024-12-310001498828hhc:TEN.m.flatsMember2023-12-310001498828us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberhhc:A110NorthWackerBuildingMember2022-03-310001498828us-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMemberhhc:A110NorthWackerBuildingMember2022-03-012022-03-310001498828us-gaap:OverAllotmentOptionMember2022-03-012022-03-310001498828us-gaap:OverAllotmentOptionMemberhhc:LocalDeveloperMember2022-03-012022-03-310001498828hhc:DiscoveryLandJointVentureMember2015-01-012015-12-310001498828hhc:DiscoveryLandJointVentureMember2022-07-310001498828hhc:DiscoveryLandJointVentureMember2022-07-012022-07-310001498828hhc:FloreoDevelopmentHoldingCompanyLLCMember2021-12-310001498828hhc:FloreoDevelopmentHoldingCompanyLLCMember2021-10-012021-12-310001498828hhc:PhoenixArizonaMemberhhc:FloreoMember2021-12-310001498828hhc:FloreoMember2022-10-310001498828hhc:FloreoMember2024-12-310001498828hhc:FloreoMember2022-10-012022-10-310001498828hhc:LandmarkLandHoldingsMemberhhc:WestEndAlexandriaMember2021-12-310001498828hhc:LandmarkMallPropertyMemberhhc:FoulgerPrattDevelopmentLLCMember2021-12-310001498828hhc:LandmarkMallPropertyMemberhhc:FoulgerPrattDevelopmentLLCMember2021-10-012021-12-310001498828hhc:LandmarkMallPropertyMemberhhc:SeritageMember2021-12-310001498828hhc:LandmarkMallPropertyMemberhhc:SeritageMember2021-10-012021-12-310001498828hhc:AlexandriaMemberhhc:WestEndAlexandriaMember2021-12-310001498828hhc:CentralPlazaMemberhhc:DevelopmentPlansMember2021-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2023-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-01-012024-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2023-01-012023-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2022-01-012022-12-310001498828hhc:WaterwayPlazaIIMember2024-06-012024-06-300001498828hhc:WaterwayPlazaIIMember2024-06-300001498828hhc:MillVillageCenterAndRelatedAnchorSiteMember2023-05-310001498828hhc:MillVillageCenterAndRelatedAnchorSiteMember2023-05-012023-05-310001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-01-012024-12-310001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-12-310001498828hhc:LakelandVillageCenterAtBridgelandMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-12-310001498828hhc:LakelandVillageCenterAtBridgelandMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-12-012024-12-310001498828hhc:CreeksideParkMedicalPlazaMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-02-290001498828hhc:CreeksideParkMedicalPlazaMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-02-012024-02-290001498828hhc:MemorialHermannMedicalOfficeMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-12-310001498828hhc:MemorialHermannMedicalOfficeMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-12-012023-12-310001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-07-3100014988282023-07-012023-07-310001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-07-012023-07-310001498828hhc:HonoluluHawaiiMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-03-310001498828hhc:HonoluluHawaiiMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-03-012023-03-310001498828hhc:CreeksideVillageGreenMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2022-12-310001498828hhc:CreeksideVillageGreenMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2022-12-012022-12-310001498828hhc:LakeWoodlandsCrossingMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2022-12-310001498828hhc:LakeWoodlandsCrossingMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2022-12-012022-12-310001498828hhc:OutletCollectionAtRiverwalkMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2022-06-300001498828hhc:OutletCollectionAtRiverwalkMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2022-06-012022-06-300001498828hhc:SeaportSegmentMember2023-01-012023-12-310001498828us-gaap:LeasesAcquiredInPlaceMember2024-12-310001498828us-gaap:LeasesAcquiredInPlaceMember2023-12-310001498828us-gaap:OtherIntangibleAssetsMember2024-12-310001498828us-gaap:OtherIntangibleAssetsMember2023-12-310001498828hhc:TenantLeasesAboveMarketMember2024-12-310001498828hhc:TenantLeasesAboveMarketMember2023-12-310001498828hhc:TenantLeasesBelowMarketMember2024-12-310001498828hhc:TenantLeasesBelowMarketMember2023-12-310001498828us-gaap:SeniorNotesMember2024-12-310001498828us-gaap:SeniorNotesMember2023-12-310001498828us-gaap:MortgagesMember2024-12-310001498828us-gaap:MortgagesMember2023-12-310001498828us-gaap:BondsMember2024-12-310001498828us-gaap:BondsMember2023-12-310001498828us-gaap:SecuredDebtMember2024-12-310001498828us-gaap:SecuredDebtMember2023-12-310001498828us-gaap:AssetPledgedAsCollateralWithRightMember2024-12-310001498828us-gaap:SeniorNotesMemberus-gaap:RecourseMember2024-12-310001498828us-gaap:SecuredDebtMemberus-gaap:RecourseMember2024-12-310001498828us-gaap:SeniorNotesMember2020-12-310001498828us-gaap:SeniorNotesMember2021-12-310001498828hhc:UnsecuredSeniorNotesDue2028Memberus-gaap:SeniorNotesMember2024-12-310001498828hhc:UnsecuredSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2024-12-310001498828hhc:UnsecuredSeniorNotesDue2031Memberus-gaap:SeniorNotesMember2024-12-310001498828srt:MinimumMemberus-gaap:MortgagesMember2024-12-310001498828srt:MaximumMemberus-gaap:MortgagesMember2024-12-310001498828us-gaap:MortgagesMember2024-01-012024-12-310001498828srt:MinimumMemberus-gaap:MortgagesMember2023-12-310001498828srt:MaximumMemberus-gaap:MortgagesMember2023-12-310001498828us-gaap:MortgagesMember2023-01-012023-12-310001498828us-gaap:BondsMembersrt:MinimumMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828us-gaap:BondsMembersrt:MaximumMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828us-gaap:BondsMembersrt:MinimumMemberhhc:MasterPlannedCommunitiesSegmentMember2023-12-310001498828us-gaap:BondsMembersrt:MaximumMemberhhc:MasterPlannedCommunitiesSegmentMember2023-12-310001498828us-gaap:BondsMember2024-01-012024-12-310001498828hhc:SecuredBridgelandNotesDue2026Member2024-12-310001498828hhc:SecuredBridgelandNotesDue2029Member2024-12-310001498828hhc:SecuredBridgelandNotesDue2026Member2024-10-012024-12-310001498828hhc:SecuredBridgelandNotesDue2026Member2023-12-310001498828hhc:SecuredBridgelandNotesDue2026Member2024-07-012024-09-300001498828us-gaap:InterestRateSwapMember2024-12-310001498828us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateSwapMember2024-12-310001498828us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMember2024-12-310001498828us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateSwapMember2024-12-310001498828us-gaap:InterestRateSwapMember2023-12-310001498828us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateSwapMember2023-12-310001498828us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateSwapMember2023-12-310001498828us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateSwapMember2023-12-310001498828us-gaap:FairValueInputsLevel1Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001498828us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001498828us-gaap:FairValueInputsLevel1Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001498828us-gaap:FairValueInputsLevel1Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001498828us-gaap:FairValueInputsLevel3Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001498828us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001498828us-gaap:FairValueInputsLevel3Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001498828us-gaap:FairValueInputsLevel3Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001498828us-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2024-12-310001498828us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2024-12-310001498828us-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMember2023-12-310001498828us-gaap:FairValueInputsLevel2Memberus-gaap:EstimateOfFairValueFairValueDisclosureMember2023-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-12-310001498828hhc:FixedInterestRate200To450PercentMaturingJune2025Notional1Memberhhc:InterestRateCollarMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828srt:MinimumMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional1Memberhhc:InterestRateCollarMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828srt:MaximumMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional1Memberhhc:InterestRateCollarMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate200To450PercentMaturingJune2025Notional1Memberhhc:InterestRateCollarMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate200To450PercentMaturingJune2025Notional2Memberhhc:InterestRateCollarMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828srt:MinimumMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional2Memberhhc:InterestRateCollarMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828srt:MaximumMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional2Memberhhc:InterestRateCollarMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate200To450PercentMaturingJune2025Notional2Memberhhc:InterestRateCollarMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate2.50PercentMaturingSeptember2025Notional1Memberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate2.50PercentMaturingSeptember2025Notional1Memberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate2.50PercentMaturingSeptember2025Notional2Memberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate2.50PercentMaturingSeptember2025Notional2Memberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate6.00PercentMaturingJuly2026Notional1Memberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate6.00PercentMaturingJuly2026Notional1Memberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate6.00PercentMaturingJuly2026Notional2Memberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate6.00PercentMaturingJuly2026Notional2Memberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate5.25PercentMaturingDecember2026Notional242MillionMemberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate5.25PercentMaturingDecember2026Notional242MillionMemberus-gaap:InterestRateCapMemberus-gaap:NondesignatedMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate5.50PercentMaturingNovember2024Memberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate5.50PercentMaturingNovember2024Memberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate3.50PercentMaturingJuly2025Memberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate3.50PercentMaturingJuly2025Memberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate5.00PercentMaturingDecember2025Memberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2024-12-310001498828hhc:FixedInterestRate5.00PercentMaturingDecember2025Memberus-gaap:InterestRateCapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMember2023-12-310001498828hhc:FixedInterestRate3.69PercentMaturingJanuary2027Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2024-12-310001498828hhc:FixedInterestRate3.69PercentMaturingJanuary2027Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2023-12-310001498828hhc:FixedInterestRate1.68PercentMaturingFebruary2027Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2024-12-310001498828hhc:FixedInterestRate1.68PercentMaturingFebruary2027Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2023-12-310001498828hhc:FixedInterestRate4.89PercentMaturingJanuary2032Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2024-12-310001498828hhc:FixedInterestRate4.89PercentMaturingJanuary2032Memberus-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2023-12-310001498828us-gaap:NondesignatedMember2024-01-012024-12-310001498828us-gaap:NondesignatedMember2023-01-012023-12-310001498828srt:MaximumMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-01-012024-03-310001498828srt:MinimumMemberus-gaap:DesignatedAsHedgingInstrumentMember2024-01-012024-03-310001498828us-gaap:InterestRateSwapMember2024-01-012024-12-310001498828us-gaap:InterestRateSwapMember2023-01-012023-12-310001498828us-gaap:InterestRateSwapMember2022-01-012022-12-310001498828us-gaap:InterestExpenseMember2024-01-012024-12-310001498828us-gaap:InterestExpenseMember2023-01-012023-12-310001498828us-gaap:InterestExpenseMember2022-01-012022-12-310001498828us-gaap:CreditRiskContractMember2024-12-3100014988282018-06-3000014988282018-06-012018-06-300001498828hhc:WaieaMember2024-12-310001498828hhc:WaieaMember2024-01-012024-03-310001498828hhc:WaieaMember2024-07-012024-09-300001498828hhc:WaieaMember2024-09-012024-09-300001498828hhc:SeaportEntertainmentGuarantyMemberus-gaap:MortgagesMember2024-01-012024-12-310001498828hhc:SeaportEntertainmentGuarantyMember2024-12-310001498828hhc:FloreoMemberhhc:BondFinancingMember2022-10-310001498828hhc:BondFinancingMember2022-10-310001498828hhc:BondFinancingMember2024-12-310001498828hhc:BondFinancingMember2022-10-012022-10-3100014988282020-05-310001498828srt:MaximumMember2024-12-310001498828us-gaap:EmployeeStockOptionMember2024-01-012024-12-310001498828us-gaap:EmployeeStockOptionMember2023-01-012023-12-310001498828us-gaap:EmployeeStockOptionMember2022-01-012022-12-310001498828us-gaap:RestrictedStockMember2024-01-012024-12-310001498828us-gaap:RestrictedStockMember2023-01-012023-12-310001498828us-gaap:RestrictedStockMember2022-01-012022-12-310001498828us-gaap:EmployeeStockOptionMembersrt:MinimumMember2024-01-012024-12-310001498828us-gaap:EmployeeStockOptionMember2024-12-310001498828us-gaap:RestrictedStockMembersrt:MinimumMember2024-01-012024-12-310001498828us-gaap:RestrictedStockMembersrt:MaximumMember2024-01-012024-12-310001498828us-gaap:RestrictedStockMemberhhc:EquityPlanModificationMember2024-01-012024-12-310001498828us-gaap:RestrictedStockMember2023-12-310001498828us-gaap:RestrictedStockMember2024-12-310001498828us-gaap:DomesticCountryMember2024-12-310001498828us-gaap:StateAndLocalJurisdictionMember2024-12-310001498828us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001498828us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMemberus-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001498828us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001498828us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:CondominiumRightsAndUnitSalesMember2024-01-012024-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:CondominiumRightsAndUnitSalesMember2023-01-012023-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:CondominiumRightsAndUnitSalesMember2022-01-012022-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:MasterPlannedCommunityLandSalesMember2024-01-012024-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:MasterPlannedCommunityLandSalesMember2023-01-012023-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:MasterPlannedCommunityLandSalesMember2022-01-012022-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:BuilderPriceParticipationMember2024-01-012024-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:BuilderPriceParticipationMember2023-01-012023-12-310001498828us-gaap:TransferredAtPointInTimeMemberhhc:BuilderPriceParticipationMember2022-01-012022-12-310001498828us-gaap:TransferredAtPointInTimeMember2024-01-012024-12-310001498828us-gaap:TransferredAtPointInTimeMember2023-01-012023-12-310001498828us-gaap:TransferredAtPointInTimeMember2022-01-012022-12-310001498828hhc:TransferAtPointInTimeAndOverTimeMemberhhc:OtherLandRentalAndPropertyRevenuesMember2024-01-012024-12-310001498828hhc:TransferAtPointInTimeAndOverTimeMemberhhc:OtherLandRentalAndPropertyRevenuesMember2023-01-012023-12-310001498828hhc:TransferAtPointInTimeAndOverTimeMemberhhc:OtherLandRentalAndPropertyRevenuesMember2022-01-012022-12-310001498828hhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828hhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828hhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828hhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828hhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828hhc:MasterPlannedCommunitiesSegmentMember2022-01-012022-12-310001498828hhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828hhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828hhc:StrategicDevelopmentsSegmentMember2022-01-012022-12-310001498828us-gaap:CorporateMember2024-01-012024-12-310001498828us-gaap:CorporateMember2023-01-012023-12-310001498828us-gaap:CorporateMember2022-01-012022-12-3100014988282025-01-012024-12-3100014988282026-01-012024-12-3100014988282028-01-012024-12-310001498828hhc:OneLeaseMember2024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:StrategicDevelopmentsSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:OperatingAssetsSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:StrategicDevelopmentsSegmentMember2022-01-012022-12-310001498828us-gaap:CorporateNonSegmentMember2024-01-012024-12-310001498828us-gaap:CorporateNonSegmentMember2023-01-012023-12-310001498828us-gaap:CorporateNonSegmentMember2022-01-012022-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-12-310001498828us-gaap:CorporateNonSegmentMember2024-12-310001498828us-gaap:CorporateNonSegmentMember2023-12-310001498828us-gaap:SegmentDiscontinuedOperationsMember2024-12-310001498828us-gaap:SegmentDiscontinuedOperationsMember2023-12-3100014988282024-01-012024-03-3100014988282024-04-012024-06-3000014988282024-07-012024-09-3000014988282024-10-012024-12-3100014988282023-01-012023-03-3100014988282023-04-012023-06-3000014988282023-07-012023-09-3000014988282023-10-012023-12-310001498828hhc:BridgelandMember2024-12-310001498828hhc:BridgelandPredevelopmentMember2024-12-310001498828hhc:HoustonGroundLeasesBridgelandMember2024-12-310001498828hhc:LakesideRowMember2024-12-310001498828hhc:OneBridgelandGreenMember2024-12-310001498828hhc:StarlingAtBridgelandMember2024-12-310001498828hhc:VillageGreenAtBridgelandCentralMember2024-12-310001498828hhc:WingspanMember2024-12-310001498828hhc:ColorBurstParkRetailMember2024-12-310001498828hhc:ColumbiaGroundLeasesMember2024-12-310001498828hhc:ColumbiaOfficePropertiesMember2024-12-310001498828hhc:ColumbiaParkingGaragesMember2024-12-310001498828hhc:ColumbiaPredevelopmentMember2024-12-310001498828hhc:JuniperMember2024-12-310001498828hhc:A10285LakefrontMedicalOfficeMember2024-12-310001498828hhc:LakefrontDistrictMember2024-12-310001498828hhc:OneMallNorthMember2024-12-310001498828hhc:MarlowMember2024-12-310001498828hhc:A6100MerriweatherMember2024-12-310001498828hhc:OneMerriweatherMember2024-12-310001498828hhc:TwoMerriweatherMember2024-12-310001498828hhc:MerriweatherDistrictMember2024-12-310001498828hhc:MerriweatherRowMember2024-12-310001498828hhc:RouseBuildingMember2024-12-310001498828hhc:AristocratMember2024-12-310001498828hhc:ConstellationMember2024-12-310001498828hhc:DowntownSummerlinMember2024-12-310001498828hhc:HockeyGroundLeaseMember2024-12-310001498828hhc:MeridianMember2024-12-310001498828hhc:A1700PavilionMember2024-12-310001498828hhc:TwoSummerlinMember2024-12-310001498828hhc:SummerlinMember2024-12-310001498828hhc:SummerlinGroceryAnchoredCenterMember2024-12-310001498828hhc:SummerlinPredevelopmentMember2024-12-310001498828hhc:TanagerMember2024-12-310001498828hhc:TanagerEchoMember2024-12-310001498828hhc:TeravalisMember2024-12-310001498828hhc:CreeksideParkMember2024-12-310001498828hhc:CreeksideParkTheGroveMember2024-12-310001498828hhc:CreeksideParkWestMember2024-12-310001498828hhc:GrogansMillLibraryAndCommunityCenterMember2024-12-310001498828hhc:GrogansMillRetailMember2024-12-310001498828hhc:HoustonGroundLeasesTheWoodlandsMember2024-12-310001498828hhc:OneHughesLandingMember2024-12-310001498828hhc:TwoHughesLandingMember2024-12-310001498828hhc:ThreeHughesLandingMember2024-12-310001498828hhc:A1725HughesLandingBoulevardMember2024-12-310001498828hhc:A1735HughesLandingBoulevardMember2024-12-310001498828hhc:HughesLandingDaycareMember2024-12-310001498828hhc:HughesLandingRetailMember2024-12-310001498828hhc:A1701LakeRobbinsMember2024-12-310001498828hhc:A2201LakeWoodlandsDriveMember2024-12-310001498828hhc:LakefrontNorthMember2024-12-310001498828hhc:OneLakesEdgeMember2024-12-310001498828hhc:TwoLakesEdgeMember2024-12-310001498828hhc:MillenniumSixPinesMember2024-12-310001498828hhc:MillenniumWaterwayMember2024-12-310001498828hhc:A8770NewTrailsMember2024-12-310001498828hhc:A9303NewTrailsMember2024-12-310001498828hhc:A1RivaRowMember2024-12-310001498828hhc:A3831TechnologyForestDriveMember2024-12-310001498828hhc:TheLaneAtWaterwayMember2024-12-310001498828hhc:TheRitzCarltonResidencesMember2024-12-310001498828hhc:TheWoodlandsMember2024-12-310001498828hhc:TheWoodlandsParkingGaragesMember2024-12-310001498828hhc:TheWoodlandsPredevelopmentMember2024-12-310001498828hhc:TheWoodlandsTowersAtTheWaterwayMember2024-12-310001498828hhc:TheWoodlandsWarehouseMember2024-12-310001498828hhc:A2025WaterwayAvenueMember2024-12-310001498828hhc:WaterwayPlazaIIMember2024-12-310001498828hhc:A3WaterwaySquareMember2024-12-310001498828hhc:A4WaterwaySquareMember2024-12-310001498828hhc:WaterwayGarageRetailMember2024-12-310001498828hhc:A1400WoodlochForestMember2024-12-310001498828hhc:TheWoodlandsHillsMember2024-12-310001498828hhc:AaliiMember2024-12-310001498828hhc:AeoMember2024-12-310001498828hhc:AnahaMember2024-12-310001498828hhc:KalaeMember2024-12-310001498828hhc:KeKilohanaMember2024-12-310001498828hhc:KewaloBasinHarborMember2024-12-310001498828hhc:KulaMember2024-12-310001498828hhc:TheParkWardVillageMember2024-12-310001498828hhc:UlanaWardVillageMember2024-12-310001498828hhc:VictoriaPlaceMember2024-12-310001498828hhc:WardPredevelopmentMember2024-12-310001498828hhc:WardVillageParkingGaragesMember2024-12-310001498828hhc:WardVillageRetailMember2024-12-310001498828us-gaap:CorporateNonSegmentMember2024-12-31

0001498828false2025FY0P3Y12xbrli:sharesiso4217:USDxbrli:purehhc:segmentutr:acrehhc:customHomeSiteutr:sqfthhc:landParcelhhc:groundLeasehhc:storageFacilityhhc:storageUnithhc:individualOrEntityhhc:partyhhc:complainthhc:toweriso4217:USDxbrli:shares00014988282025-01-012025-12-3100014988282026-02-1200014988282025-06-3000014988282025-12-3100014988282024-12-310001498828hhc:CondominiumRightsAndUnitSalesMember2025-01-012025-12-310001498828hhc:CondominiumRightsAndUnitSalesMember2024-01-012024-12-310001498828hhc:CondominiumRightsAndUnitSalesMember2023-01-012023-12-310001498828hhc:MasterPlannedCommunityLandSalesMember2025-01-012025-12-310001498828hhc:MasterPlannedCommunityLandSalesMember2024-01-012024-12-310001498828hhc:MasterPlannedCommunityLandSalesMember2023-01-012023-12-3100014988282024-01-012024-12-3100014988282023-01-012023-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMember2025-01-012025-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMember2024-01-012024-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMember2023-01-012023-12-310001498828hhc:BuilderPriceParticipationMember2025-01-012025-12-310001498828hhc:BuilderPriceParticipationMember2024-01-012024-12-310001498828hhc:BuilderPriceParticipationMember2023-01-012023-12-310001498828us-gaap:CommonStockMember2022-12-310001498828us-gaap:AdditionalPaidInCapitalMember2022-12-310001498828us-gaap:RetainedEarningsMember2022-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001498828us-gaap:TreasuryStockCommonMember2022-12-310001498828us-gaap:ParentMember2022-12-310001498828us-gaap:NoncontrollingInterestMember2022-12-3100014988282022-12-310001498828us-gaap:RetainedEarningsMember2023-01-012023-12-310001498828us-gaap:ParentMember2023-01-012023-12-310001498828us-gaap:NoncontrollingInterestMember2023-01-012023-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001498828us-gaap:CommonStockMember2023-01-012023-12-310001498828us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001498828us-gaap:TreasuryStockCommonMember2023-01-012023-12-310001498828us-gaap:CommonStockMember2023-12-310001498828us-gaap:AdditionalPaidInCapitalMember2023-12-310001498828us-gaap:RetainedEarningsMember2023-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001498828us-gaap:TreasuryStockCommonMember2023-12-310001498828us-gaap:ParentMember2023-12-310001498828us-gaap:NoncontrollingInterestMember2023-12-3100014988282023-12-310001498828us-gaap:RetainedEarningsMember2024-01-012024-12-310001498828us-gaap:ParentMember2024-01-012024-12-310001498828us-gaap:NoncontrollingInterestMember2024-01-012024-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001498828us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001498828us-gaap:CommonStockMember2024-12-310001498828us-gaap:AdditionalPaidInCapitalMember2024-12-310001498828us-gaap:RetainedEarningsMember2024-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001498828us-gaap:TreasuryStockCommonMember2024-12-310001498828us-gaap:ParentMember2024-12-310001498828us-gaap:NoncontrollingInterestMember2024-12-310001498828us-gaap:RetainedEarningsMember2025-01-012025-12-310001498828us-gaap:ParentMember2025-01-012025-12-310001498828us-gaap:NoncontrollingInterestMember2025-01-012025-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310001498828hhc:KeKilohanaAnahaWaieaandAeoAssociationsOfUnitOwnersMemberus-gaap:NoncontrollingInterestMember2025-01-012025-12-310001498828hhc:KeKilohanaAnahaWaieaandAeoAssociationsOfUnitOwnersMember2025-01-012025-12-310001498828us-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310001498828us-gaap:CommonStockMember2025-12-310001498828us-gaap:AdditionalPaidInCapitalMember2025-12-310001498828us-gaap:RetainedEarningsMember2025-12-310001498828us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001498828us-gaap:TreasuryStockCommonMember2025-12-310001498828us-gaap:ParentMember2025-12-310001498828us-gaap:NoncontrollingInterestMember2025-12-310001498828stpr:TX2025-01-012025-12-310001498828stpr:TX2024-01-012024-12-310001498828stpr:TX2023-01-012023-12-310001498828stpr:AZ2025-01-012025-12-310001498828stpr:AZ2024-01-012024-12-310001498828stpr:AZ2023-01-012023-12-310001498828stpr:MD2025-01-012025-12-310001498828stpr:MD2024-01-012024-12-310001498828stpr:MD2023-01-012023-12-310001498828stpr:NY2025-01-012025-12-310001498828stpr:NY2024-01-012024-12-310001498828stpr:NY2023-01-012023-12-310001498828stpr:IL2025-01-012025-12-310001498828stpr:IL2024-01-012024-12-310001498828stpr:IL2023-01-012023-12-310001498828us-gaap:StateAndLocalTaxJurisdictionOtherMember2025-01-012025-12-310001498828us-gaap:StateAndLocalTaxJurisdictionOtherMember2024-01-012024-12-310001498828us-gaap:StateAndLocalTaxJurisdictionOtherMember2023-01-012023-12-310001498828hhc:HowardHughesHoldingsInc.Memberhhc:VantageGroupHoldingsLtd.Member2025-12-310001498828hhc:HowardHughesHoldingsInc.Memberhhc:VantageGroupHoldingsLtd.Member2025-12-012025-12-310001498828hhc:HowardHughesHoldingsInc.Memberhhc:VantageGroupHoldingsLtd.Memberhhc:SharePurchaseAgreementMember2025-12-012025-12-310001498828hhc:TeravalisAcquisitionMember2024-01-012024-12-310001498828hhc:TeravalisAcquisitionMember2025-01-012025-12-310001498828hhc:TeravalisAcquisitionMember2025-12-310001498828hhc:TeravalisAcquisitionMember2024-12-310001498828hhc:IlimaAcquisitionMember2025-01-012025-12-310001498828hhc:IlimaMemberhhc:IlimaAcquisitionMember2025-01-012025-12-310001498828hhc:IlimaMemberhhc:IlimaAcquisitionMember2024-01-012024-12-310001498828hhc:IlimaAcquisitionMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2025-12-310001498828hhc:IlimaAcquisitionMemberus-gaap:VariableInterestEntityPrimaryBeneficiaryMember2024-12-310001498828srt:MinimumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-310001498828srt:MaximumMemberus-gaap:BuildingAndBuildingImprovementsMember2025-12-310001498828srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2025-12-310001498828srt:MaximumMemberus-gaap:FurnitureAndFixturesMember2025-12-310001498828srt:MinimumMemberhhc:ComputerHardwareAndVehiclesMember2025-12-310001498828srt:MaximumMemberhhc:ComputerHardwareAndVehiclesMember2025-12-310001498828srt:MinimumMemberhhc:MasterPlannedCommunitiesSegmentMember2025-12-310001498828srt:MaximumMemberhhc:MasterPlannedCommunitiesSegmentMember2025-12-310001498828hhc:FloreoJointVentureMember2025-01-012025-03-310001498828hhc:StraightLineRentReceivablesMember2025-12-310001498828hhc:StraightLineRentReceivablesMember2024-12-310001498828hhc:TenantReceivablesMember2025-12-310001498828hhc:TenantReceivablesMember2024-12-310001498828hhc:RelatedPartyReceivablesMember2025-12-310001498828hhc:RelatedPartyReceivablesMember2024-12-310001498828hhc:OtherReceivablesMember2025-12-310001498828hhc:OtherReceivablesMember2024-12-310001498828us-gaap:CollectibilityOfReceivablesMember2025-12-310001498828us-gaap:CollectibilityOfReceivablesMember2024-12-310001498828us-gaap:CollectibilityOfReceivablesMember2025-01-012025-12-310001498828us-gaap:CollectibilityOfReceivablesMember2024-01-012024-12-310001498828us-gaap:CollectibilityOfReceivablesMember2023-01-012023-12-3100014988282024-09-3000014988282024-09-012024-09-3000014988282024-07-012024-09-3000014988282024-10-012024-12-3100014988282025-05-3100014988282025-05-012025-05-310001498828hhc:SeaportEntertainmentMemberus-gaap:SegmentDiscontinuedOperationsMember2024-01-012024-12-310001498828hhc:SeaportEntertainmentMemberus-gaap:SegmentDiscontinuedOperationsMember2023-01-012023-12-310001498828us-gaap:UnconsolidatedPropertiesMember2025-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMemberus-gaap:UnconsolidatedPropertiesMemberhhc:HowardHughesCorporationsMember2025-12-310001498828hhc:OperatingEquityInvestmentsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2025-12-310001498828hhc:OperatingEquityInvestmentsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-12-310001498828hhc:OperatingEquityInvestmentsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2025-01-012025-12-310001498828hhc:OperatingEquityInvestmentsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828hhc:OperatingEquityInvestmentsMemberus-gaap:EquityMethodInvestmentsMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2025-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2025-01-012025-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828hhc:TheSummitMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2025-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2025-01-012025-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828hhc:FloreoMemberus-gaap:EquityMethodInvestmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2025-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2025-01-012025-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828hhc:WestEndAlexandriaMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828hhc:OtherMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2025-12-310001498828hhc:OtherMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-12-310001498828hhc:OtherMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2025-01-012025-12-310001498828hhc:OtherMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828hhc:OtherMemberus-gaap:EquityMethodInvestmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828us-gaap:EquityMethodInvestmentsMember2025-12-310001498828us-gaap:EquityMethodInvestmentsMember2024-12-310001498828us-gaap:EquityMethodInvestmentsMember2025-01-012025-12-310001498828us-gaap:EquityMethodInvestmentsMember2024-01-012024-12-310001498828us-gaap:EquityMethodInvestmentsMember2023-01-012023-12-310001498828us-gaap:EquitySecuritiesMember2025-12-310001498828us-gaap:EquitySecuritiesMember2024-12-310001498828us-gaap:EquitySecuritiesMember2025-01-012025-12-310001498828us-gaap:EquitySecuritiesMember2024-01-012024-12-310001498828us-gaap:EquitySecuritiesMember2023-01-012023-12-310001498828hhc:OperatingEquityInvestmentsMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2025-12-310001498828hhc:OperatingEquityInvestmentsMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMember2024-12-310001498828hhc:DiscoveryLandJointVentureMember2022-07-310001498828hhc:FloreoDevelopmentHoldingCompanyLLCMember2021-12-310001498828hhc:FloreoMemberhhc:PhoenixArizonaMember2021-12-310001498828hhc:FloreoMember2022-10-310001498828hhc:FloreoMember2025-02-280001498828hhc:FloreoMember2025-12-310001498828hhc:FloreoMember2022-10-012022-10-310001498828hhc:CentralPlazaMemberhhc:DevelopmentPlansMember2021-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2025-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2025-01-012025-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2024-01-012024-12-310001498828us-gaap:EquityMethodInvestmentNonconsolidatedInvesteeOrGroupOfInvesteesMember2023-01-012023-12-310001498828hhc:A7WaterwayMember2025-05-012025-05-310001498828hhc:A7WaterwayMember2025-05-310001498828hhc:A6WaterwayMember2024-06-012024-06-300001498828hhc:A6WaterwayMember2024-06-300001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-07-012025-07-310001498828hhc:WardVillageLandParcelsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-09-300001498828hhc:WardVillageLandParcelsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-09-012025-09-300001498828hhc:WardVillageLandParcelsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-01-310001498828hhc:WardVillageLandParcelsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2025-01-012025-01-310001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-01-012024-12-310001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-12-310001498828hhc:LakelandVillageCenterAtBridgelandMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-12-310001498828hhc:LakelandVillageCenterAtBridgelandMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-12-012024-12-310001498828hhc:CreeksideParkMedicalPlazaMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-02-290001498828hhc:CreeksideParkMedicalPlazaMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2024-02-012024-02-290001498828hhc:MemorialHermannMedicalOfficeMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-12-310001498828hhc:MemorialHermannMedicalOfficeMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-12-012023-12-310001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-07-3100014988282023-07-012023-07-310001498828hhc:TheWoodlandsMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-07-012023-07-310001498828hhc:HonoluluMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-03-310001498828hhc:HonoluluMemberus-gaap:DisposalGroupDisposedOfBySaleNotDiscontinuedOperationsMember2023-03-012023-03-310001498828hhc:SeaportSegmentMember2023-01-012023-12-310001498828us-gaap:LeasesAcquiredInPlaceMember2025-12-310001498828us-gaap:LeasesAcquiredInPlaceMember2024-12-310001498828us-gaap:OtherIntangibleAssetsMember2025-12-310001498828us-gaap:OtherIntangibleAssetsMember2024-12-310001498828hhc:TenantLeasesAboveMarketMember2025-12-310001498828hhc:TenantLeasesAboveMarketMember2024-12-310001498828hhc:TenantLeasesBelowMarketMember2025-12-310001498828hhc:TenantLeasesBelowMarketMember2024-12-310001498828us-gaap:SeniorNotesMember2025-12-310001498828us-gaap:SeniorNotesMember2024-12-310001498828us-gaap:MortgagesMember2025-12-310001498828us-gaap:MortgagesMember2024-12-310001498828us-gaap:BondsMember2025-12-310001498828us-gaap:BondsMember2024-12-310001498828us-gaap:SecuredDebtMember2025-12-310001498828us-gaap:SecuredDebtMember2024-12-310001498828us-gaap:AssetPledgedAsCollateralWithRightMember2025-12-310001498828us-gaap:RecourseMemberus-gaap:SeniorNotesMember2025-12-310001498828us-gaap:RecourseMemberus-gaap:SecuredDebtMember2025-12-310001498828us-gaap:SeniorNotesMember2020-12-310001498828us-gaap:SeniorNotesMember2021-12-310001498828hhc:UnsecuredSeniorNotesDue2028Memberus-gaap:SeniorNotesMember2025-12-310001498828hhc:UnsecuredSeniorNotesDue2029Memberus-gaap:SeniorNotesMember2025-12-310001498828hhc:UnsecuredSeniorNotesDue2031Memberus-gaap:SeniorNotesMember2025-12-310001498828hhc:SeniorUnsecuredNotesDue2032Memberus-gaap:SeniorNotesMemberus-gaap:SubsequentEventMember2026-02-170001498828hhc:SeniorUnsecuredNotesDue2034Memberus-gaap:SeniorNotesMemberus-gaap:SubsequentEventMember2026-02-170001498828hhc:SeniorUnsecuredNotesDue2028Memberus-gaap:SeniorNotesMemberus-gaap:SubsequentEventMember2026-02-170001498828srt:MinimumMemberus-gaap:MortgagesMember2025-12-310001498828srt:MaximumMemberus-gaap:MortgagesMember2025-12-310001498828us-gaap:MortgagesMember2025-01-012025-12-310001498828srt:MinimumMemberus-gaap:MortgagesMember2024-12-310001498828srt:MaximumMemberus-gaap:MortgagesMember2024-12-310001498828us-gaap:MortgagesMember2024-01-012024-12-310001498828hhc:DistrictBondsWithMaturitiesFrom2030To2055Membersrt:MinimumMemberus-gaap:BondsMemberhhc:MasterPlannedCommunitiesSegmentMember2025-12-310001498828hhc:DistrictBondsWithMaturitiesFrom2030To2055Membersrt:MaximumMemberus-gaap:BondsMemberhhc:MasterPlannedCommunitiesSegmentMember2025-12-310001498828hhc:DistrictBondsWithMaturitiesFrom2025To2054Membersrt:MinimumMemberus-gaap:BondsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828hhc:DistrictBondsWithMaturitiesFrom2025To2054Membersrt:MaximumMemberus-gaap:BondsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828us-gaap:BondsMember2025-01-012025-12-310001498828hhc:SecuredBridgelandNotesDue2029Member2025-12-310001498828hhc:SecuredBridgelandNotesDue2029Member2025-10-012025-12-310001498828hhc:SecuredBridgelandNotesDue2029Member2025-04-012025-06-300001498828us-gaap:InterestRateSwapMember2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel1Member2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Member2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel3Member2025-12-310001498828us-gaap:InterestRateSwapMember2024-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel1Member2024-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel2Member2024-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:FairValueInputsLevel3Member2024-12-310001498828us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2025-12-310001498828us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2025-12-310001498828us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2024-12-310001498828us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel1Member2024-12-310001498828us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2025-12-310001498828us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2025-12-310001498828us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2024-12-310001498828us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel3Member2024-12-310001498828us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2025-12-310001498828us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2025-12-310001498828us-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2024-12-310001498828us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Member2024-12-310001498828hhc:TheWoodlandsMember2025-12-310001498828hhc:TheWoodlandsMemberus-gaap:FairValueInputsLevel1Member2025-12-310001498828hhc:TheWoodlandsMemberus-gaap:FairValueInputsLevel2Member2025-12-310001498828hhc:TheWoodlandsMemberus-gaap:FairValueInputsLevel3Member2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:DesignatedAsHedgingInstrumentMember2025-12-310001498828hhc:InterestRateCollarMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional1Member2025-12-310001498828us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:InterestRateCollarMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional1Membersrt:MinimumMember2025-12-310001498828us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:InterestRateCollarMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional1Membersrt:MaximumMember2025-12-310001498828hhc:InterestRateCollarMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional1Member2024-12-310001498828hhc:InterestRateCollarMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional2Member2025-12-310001498828us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:InterestRateCollarMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional2Membersrt:MinimumMember2025-12-310001498828us-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:InterestRateCollarMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional2Membersrt:MaximumMember2025-12-310001498828hhc:InterestRateCollarMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate200To450PercentMaturingJune2025Notional2Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate2.50PercentMaturingSeptember2025Notional1Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate2.50PercentMaturingSeptember2025Notional1Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate2.50PercentMaturingSeptember2025Notional2Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate2.50PercentMaturingSeptember2025Notional2Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate4.50PercentMaturingJuly2026Notional1Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate4.50PercentMaturingJuly2026Notional1Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate6.00PercentMaturingJuly2026Notional1Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate6.00PercentMaturingJuly2026Notional1Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate6.00PercentMaturingJuly2026Notional2Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate6.00PercentMaturingJuly2026Notional2Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate5.25PercentMaturingDecember2026Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:NondesignatedMemberhhc:FixedInterestRate5.25PercentMaturingDecember2026Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.50PercentMaturingNovember2025Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.50PercentMaturingNovember2025Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate5.00PercentMaturingDecember2025Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate5.00PercentMaturingDecember2025Member2024-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.97PercentMaturingApril2026Member2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.97PercentMaturingApril2026Member2024-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.98PercentMaturingAugust2026Member2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.98PercentMaturingAugust2026Member2024-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:AccountsPayableAndAccruedLiabilitiesMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.69PercentMaturingJanuary2027Member2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.69PercentMaturingJanuary2027Member2024-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate1.68PercentMaturingFebruary2027Member2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate1.68PercentMaturingFebruary2027Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.50PercentMaturingJanuary2027Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate3.50PercentMaturingJanuary2027Member2024-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate4.15PercentMaturingDecember2028Member2025-12-310001498828us-gaap:InterestRateCapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate4.15PercentMaturingDecember2028Member2024-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate4.89PercentMaturingJanuary2032Member2025-12-310001498828us-gaap:InterestRateSwapMemberus-gaap:PrepaidExpensesAndOtherCurrentAssetsMemberus-gaap:DesignatedAsHedgingInstrumentMemberhhc:FixedInterestRate4.89PercentMaturingJanuary2032Member2024-12-310001498828us-gaap:NondesignatedMember2025-01-012025-12-310001498828us-gaap:NondesignatedMember2024-01-012024-12-310001498828us-gaap:InterestRateSwapMember2025-01-012025-12-310001498828us-gaap:InterestRateSwapMember2024-01-012024-12-310001498828us-gaap:InterestRateSwapMember2023-01-012023-12-310001498828us-gaap:InterestExpenseMember2025-01-012025-12-310001498828us-gaap:InterestExpenseMember2024-01-012024-12-310001498828us-gaap:InterestExpenseMember2023-01-012023-12-310001498828us-gaap:CreditRiskContractMember2025-12-3100014988282018-06-1400014988282018-06-142018-06-1400014988282025-01-310001498828hhc:SeaportEntertainmentGuarantyMember2025-12-310001498828hhc:BondFinancingMemberhhc:FloreoMember2022-10-310001498828hhc:BondFinancingMember2022-10-310001498828hhc:BondFinancingMember2025-12-310001498828hhc:BondFinancingMember2022-10-012022-10-310001498828hhc:BondFinancingMember2025-02-012025-02-280001498828hhc:A2025EquityPlanMember2025-09-300001498828srt:MaximumMember2025-12-310001498828us-gaap:EmployeeStockOptionMember2025-01-012025-12-310001498828us-gaap:EmployeeStockOptionMember2024-01-012024-12-310001498828us-gaap:EmployeeStockOptionMember2023-01-012023-12-310001498828us-gaap:RestrictedStockMember2025-01-012025-12-310001498828us-gaap:RestrictedStockMember2024-01-012024-12-310001498828us-gaap:RestrictedStockMember2023-01-012023-12-310001498828srt:MinimumMemberus-gaap:EmployeeStockOptionMember2025-01-012025-12-310001498828us-gaap:EmployeeStockOptionMember2025-12-310001498828srt:MinimumMemberus-gaap:RestrictedStockMember2025-01-012025-12-310001498828srt:MaximumMemberus-gaap:RestrictedStockMember2025-01-012025-12-310001498828us-gaap:RestrictedStockMember2024-12-310001498828us-gaap:RestrictedStockMember2025-12-310001498828hhc:OperatingLossCarryforwardNoExpirationDateMemberus-gaap:DomesticCountryMember2025-12-310001498828hhc:OperatingLossCarryforward2025Through2024ExpirationDateMemberus-gaap:StateAndLocalJurisdictionMember2025-12-310001498828hhc:OperatingLossCarryforwardNoExpirationDateMemberus-gaap:StateAndLocalJurisdictionMember2025-12-310001498828us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2025-01-012025-12-310001498828us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMemberus-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember2024-01-012024-12-310001498828us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310001498828us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001498828hhc:CondominiumRightsAndUnitSalesMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-12-310001498828hhc:CondominiumRightsAndUnitSalesMemberus-gaap:TransferredAtPointInTimeMember2024-01-012024-12-310001498828hhc:CondominiumRightsAndUnitSalesMemberus-gaap:TransferredAtPointInTimeMember2023-01-012023-12-310001498828hhc:MasterPlannedCommunityLandSalesMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-12-310001498828hhc:MasterPlannedCommunityLandSalesMemberus-gaap:TransferredAtPointInTimeMember2024-01-012024-12-310001498828hhc:MasterPlannedCommunityLandSalesMemberus-gaap:TransferredAtPointInTimeMember2023-01-012023-12-310001498828hhc:BuilderPriceParticipationMemberus-gaap:TransferredAtPointInTimeMember2025-01-012025-12-310001498828hhc:BuilderPriceParticipationMemberus-gaap:TransferredAtPointInTimeMember2024-01-012024-12-310001498828hhc:BuilderPriceParticipationMemberus-gaap:TransferredAtPointInTimeMember2023-01-012023-12-310001498828us-gaap:TransferredAtPointInTimeMember2025-01-012025-12-310001498828us-gaap:TransferredAtPointInTimeMember2024-01-012024-12-310001498828us-gaap:TransferredAtPointInTimeMember2023-01-012023-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMemberhhc:TransferAtPointInTimeAndOverTimeMember2025-01-012025-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMemberhhc:TransferAtPointInTimeAndOverTimeMember2024-01-012024-12-310001498828hhc:OtherLandRentalAndPropertyRevenuesMemberhhc:TransferAtPointInTimeAndOverTimeMember2023-01-012023-12-3100014988282026-01-012025-12-3100014988282027-01-012025-12-3100014988282028-01-012025-12-310001498828hhc:OneLeaseMember2025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:OperatingAssetsSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:StrategicDevelopmentsSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:OperatingAssetsSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:StrategicDevelopmentsSegmentMember2025-01-012025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:OperatingAssetsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:StrategicDevelopmentsSegmentMember2024-01-012024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:CondominiumRightsAndUnitSalesMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:OperatingAssetsSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:MasterPlannedCommunitiesSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunityLandSalesMemberhhc:StrategicDevelopmentsSegmentMember2023-01-012023-12-310001498828us-gaap:CorporateNonSegmentMember2025-01-012025-12-310001498828us-gaap:CorporateNonSegmentMember2024-01-012024-12-310001498828us-gaap:CorporateNonSegmentMember2023-01-012023-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:OperatingAssetsSegmentMember2024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:MasterPlannedCommunitiesSegmentMember2024-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2025-12-310001498828us-gaap:OperatingSegmentsMemberhhc:StrategicDevelopmentsSegmentMember2024-12-310001498828us-gaap:CorporateNonSegmentMember2025-12-310001498828us-gaap:CorporateNonSegmentMember2024-12-3100014988282024-01-012024-03-3100014988282024-04-012024-06-300001498828hhc:BridgelandMember2025-12-310001498828hhc:BridgelandPredevelopmentMember2025-12-310001498828hhc:HoustonGroundLeasesBridgelandMember2025-12-310001498828hhc:LakesideRowMember2025-12-310001498828hhc:MemorialHermannMedicalOfficeMember2025-12-310001498828hhc:OneBridgelandGreenMember2025-12-310001498828hhc:StarlingAtBridgelandMember2025-12-310001498828hhc:VillageGreenAtBridgelandCentralMember2025-12-310001498828hhc:WingspanMember2025-12-310001498828hhc:ColorBurstParkRetailMember2025-12-310001498828hhc:ColumbiaGroundLeasesMember2025-12-310001498828hhc:ColumbiaOfficePropertiesMember2025-12-310001498828hhc:ColumbiaParkingGaragesMember2025-12-310001498828hhc:ColumbiaPredevelopmentMember2025-12-310001498828hhc:JuniperMember2025-12-310001498828hhc:A10285LakefrontMedicalOfficeMember2025-12-310001498828hhc:OneMallNorthMember2025-12-310001498828hhc:MarlowMember2025-12-310001498828hhc:A6100MerriweatherMember2025-12-310001498828hhc:OneMerriweatherMember2025-12-310001498828hhc:TwoMerriweatherMember2025-12-310001498828hhc:MerriweatherDistrictMember2025-12-310001498828hhc:MerriweatherRowMember2025-12-310001498828hhc:RouseBuildingMember2025-12-310001498828hhc:AristocratMember2025-12-310001498828hhc:ConstellationMember2025-12-310001498828hhc:DowntownSummerlinMember2025-12-310001498828hhc:HockeyGroundLeaseMember2025-12-310001498828hhc:MeridianMember2025-12-310001498828hhc:A1700PavilionMember2025-12-310001498828hhc:TwoSummerlinMember2025-12-310001498828hhc:SummerlinMember2025-12-310001498828hhc:SummerlinGroceryAnchoredCenterMember2025-12-310001498828hhc:SummerlinPredevelopmentMember2025-12-310001498828hhc:TanagerMember2025-12-310001498828hhc:TanagerEchoMember2025-12-310001498828hhc:TeravalisMember2025-12-310001498828hhc:CreeksideParkMember2025-12-310001498828hhc:CreeksideParkTheGroveMember2025-12-310001498828hhc:CreeksideParkWestMember2025-12-310001498828hhc:GrogansMillRetailMember2025-12-310001498828hhc:HoustonGroundLeasesTheWoodlandsMember2025-12-310001498828hhc:OneHughesLandingMember2025-12-310001498828hhc:TwoHughesLandingMember2025-12-310001498828hhc:ThreeHughesLandingMember2025-12-310001498828hhc:A1725HughesLandingBoulevardMember2025-12-310001498828hhc:A1735HughesLandingBoulevardMember2025-12-310001498828hhc:HughesLandingDaycareMember2025-12-310001498828hhc:HughesLandingRetailMember2025-12-310001498828hhc:A1701LakeRobbinsMember2025-12-310001498828hhc:A2201LakeWoodlandsDriveMember2025-12-310001498828hhc:LakefrontNorthMember2025-12-310001498828hhc:OneLakesEdgeMember2025-12-310001498828hhc:TwoLakesEdgeMember2025-12-310001498828hhc:MillenniumSixPinesMember2025-12-310001498828hhc:MillenniumWaterwayMember2025-12-310001498828hhc:A8770NewTrailsMember2025-12-310001498828hhc:A9303NewTrailsMember2025-12-310001498828hhc:A1RivaRowMember2025-12-310001498828hhc:A3831TechnologyForestDriveMember2025-12-310001498828hhc:TheLaneAtWaterwayMember2025-12-310001498828hhc:TheRitzCarltonResidencesMember2025-12-310001498828hhc:TheWoodlandsParkingGaragesMember2025-12-310001498828hhc:TheWoodlandsPredevelopmentMember2025-12-310001498828hhc:TheWoodlandsTowersAtTheWaterwayMember2025-12-310001498828hhc:TheWoodlandsWarehouseMember2025-12-310001498828hhc:A3WaterwaySquareMember2025-12-310001498828hhc:A4WaterwaySquareMember2025-12-310001498828hhc:A6WaterwayMember2025-12-310001498828hhc:A7WaterwayMember2025-12-310001498828hhc:A2025WaterwayAvenueMember2025-12-310001498828hhc:WaterwayGarageRetailMember2025-12-310001498828hhc:A1400WoodlochForestMember2025-12-310001498828hhc:TheWoodlandsHillsMember2025-12-310001498828hhc:AaliiMember2025-12-310001498828hhc:AeoMember2025-12-310001498828hhc:AnahaMember2025-12-310001498828hhc:KalaeMember2025-12-310001498828hhc:KeKilohanaMember2025-12-310001498828hhc:KewaloBasinHarborMember2025-12-310001498828hhc:KulaMember2025-12-310001498828hhc:TheParkWardVillageMember2025-12-310001498828hhc:UlanaWardVillageMember2025-12-310001498828hhc:VictoriaPlaceMember2025-12-310001498828hhc:WaieaMember2025-12-310001498828hhc:WardPredevelopmentMember2025-12-310001498828hhc:WardVillageParkingGaragesMember2025-12-310001498828hhc:WardVillageRetailMember2025-12-310001498828us-gaap:CorporateNonSegmentMember2025-12-3100014988282025-10-012025-12-31

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(MARK ONE)

☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-34856

THE HOWARD HUGHES CORPORATION

(Exact name of registrant as specified in its charter)


Delaware			36-4673192
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification Number)

9950 Woodloch Forest Drive, Suite 1100, The Woodlands, Texas 77380

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code (281) 719-6100

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☒ No ☐

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Note: The registrant is a voluntary filer of reports required to be filed by certain companies under Sections 13 or 15 (d) of the Securities Exchange Act of 1934.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

☐

Accelerated filer

☐

Emerging growth company

☐

Non-accelerated filer

☒

Smaller reporting company

☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒

Aggregate market value of the voting and non-voting common equity held by non-affiliates of registrant as of June 30, ~~2024~~2025: N/A

The number of shares of common stock outstanding as of February 1912, ~~2025~~2026 was 10. These shares are 100% owned by Howard Hughes Holdings Inc.

OMISSION OF CERTAIN INFORMATION

The registrant meets the conditions set forth in General Instruction I(1)(a) and (b) of Form 10-K and is therefore filing this Annual Report on Form 10-K with the reduced disclosure format.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of Howard Hughes Holdings Inc. Proxy Statement for its ~~2025~~2026 Annual Meeting of Stockholders have been incorporated by reference into Part III hereof.


			Table of Contents Index to Financial Statements

TABLE OF CONTENTS		Page
PART I
Item 1.	Business	4
Item 1A.	Risk Factors	7
Item 1B.	Unresolved Staff Comments	1819
Item 1C.	Cybersecurity	1920
Item 2.	Properties	2021
	Operating Assets	2021
	Master Planned Communities	2425
	Strategic Developments	2526
Item 3.	Legal Proceedings	2728
Item 4.	Mine Safety Disclosure	2728
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	2829
Item 6.	[Reserved]	2829
Item 7.	Management’s Narrative Analysis of Results of Operations	2930
	Overview	3031
	Results of Operations	3132
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	4243
Item 8.	Financial Statements and Supplementary Data	4344
	Management's Report on Internal Control over Financial Reporting	4445
	Report of Independent Registered Public Accounting Firm	4546
	Financial Statements	4748
	Consolidated Balance Sheets	4748
	Consolidated Statements of Operations	4849
	Consolidated Statements of Comprehensive Income (Loss)	4950
	Consolidated Statements of Equity	5051
	Consolidated Statements of Cash Flows	5152
	Notes to Consolidated Financial Statements	5354
	Schedule III - Real Estate and Accumulated Depreciation	89
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	93
Item 9A.	Controls and Procedures	93
Item 9B.	Other Information	93
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	93
PART III
Item 10.	Directors, Executive Officers, and Corporate Governance	94
Item 11.	Executive Compensation	94
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	94
Item 13.	Certain Relationships and Related Transactions, and Director Independence	94
Item 14.	Principal Accountant Fees and Services	94
PART IV
Item 15.	Exhibits and Financial Statement Schedule	95


			Table of Contents Index to Financial Statements

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Throughout this Annual Report on Form 10-K (Annual Report), references to the “Company,” “HHC,” “we,” “us,” and “our” refer to The Howard Hughes Corporation and its consolidated subsidiaries, unless the context requires otherwise. This Annual 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). All statements other than statements of historical fact included in this Annual Report are forward-looking statements. We claim the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, or business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. 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. They give our expectations about the future and are not guarantees. We acknowledge that in the event that a transaction contemplated by the unsolicited proposals by Pershing Square Capital Management LP (Pershing Square) to acquire additional shares of HHH’s common stock (collectively, the Pershing Square Proposals) take the form of a tender offer, Safe Harbor protections would not apply to statements made in connection to the Pershing Square Proposals.

Forward-looking statements include statements regarding:

–accelerated growth in our core Master Planned Communities assets

–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

–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

–estimates of our future liquidity, development opportunities, development spending and management plans; 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 realize~~ the ~~anticipated~~effects ~~benefits~~that ofHHH’s ~~the~~recent ~~spinoff~~transaction ofwith ~~Seaport~~Pershing ~~Entertainment~~Square ~~Group~~could ~~Inc.~~have ~~that~~upon weHHH ~~completed~~and inHHH’s ~~2024,~~strategy asof ~~well~~becoming asa ~~other~~diversified ~~effects~~holding ~~the~~company, ~~spinoff~~and ~~may~~thus ~~have~~ on our ~~ongoing~~ business and personnel

–~~the~~our ~~effects~~ability ofto realize the ~~Pershing~~anticipated ~~Square~~benefits ~~Proposals,~~of ~~and~~the ~~our~~spinoff ~~response~~of ~~thereto,~~Seaport ~~upon~~Entertainment ~~HHH~~Group ~~and~~Inc. ~~our~~that ~~business~~we ~~and~~completed ~~personnel~~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 ~~changes in trade policies (including with respect to tariffs), and~~ a prolonged recession in the national economy, including any adverse business or economic conditions in the homebuilding, condominium-development, retail, and office sectors

–changes in trade policies, including tariffs or duties on construction or homebuilding materials, potential retaliatory actions by other countries, 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

–interest rate volatility and inflation

–the availability of debt and equity capital

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

–general inflation, including core and wage inflation; commodity and energy price and currency volatility; as well as monetary, fiscal and policy interventions in anticipation of our reaction to such events, including ~~increases~~changes in interest rates

–mismatch of supply and demand, including interruptions of supply lines

–extreme weather conditions or climate change, including natural disasters, that may cause property damage or interrupt business

–the impact of water and electricity shortages

–contamination of our property by hazardous or toxic substances

–terrorist activity, acts of violence, or breaches of our or our vendors’ data security

–losses that are not insured or exceed the applicable insurance limits

–our ability to lease new or redeveloped space

HHC ~~2024~~2025 FORM 10-K | 2


			Table of Contents Index to Financial Statements

–our ability to obtain the necessary governmental permits for the development of our properties and necessary regulatory approvals pursuant to an extensive entitlement process involving multiple and overlapping regulatory jurisdictions, which often require discretionary action by local governments

–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 portion of our business that is dedicated to the formation and sale of condominiums, including regulatory filings to state agencies, additional entitlement processes, and requirements to transfer control to a condominium association’s board of directors in certain situations, as well as potential defaults by purchasers on their obligations to purchase condominiums

–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

–inherent risks related to disruption of information technology networks and related systems, including cyber security attacks

–our ability to attract and retain key personnel

–our ability to collect rent and attract tenants

–our indebtedness, including our $750,000,000 5.375% ~~Senior~~senior ~~Notes~~unsecured notes due 2028, $650,000,000 4.125% ~~Senior~~senior ~~Notes~~unsecured notes due 2029 and $650,000,000 4.375% ~~Senior~~senior ~~Notes~~unsecured notes due 2031, 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 inability to control certain of our properties due to the joint ownership of such property and our inability to successfully attract desirable strategic partners

–catastrophic events or geopolitical conditions, such as international armed conflicts, or the occurrence of epidemics or pandemics; and

–the other risks described in Item 1. Business, Item 1A. Risk Factors and Item 7. Management’s Narrative Analysis of Results of Operations of this Annual Report

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 Annual Report also could cause results to differ from our expectations. Given these risks and uncertainties, you are cautioned not to place undue reliance on such forward-looking statements. These forward-looking statements present our estimates and assumptions only as of the date of this Annual Report. Except as may be required by law, we undertake no obligation to modify or revise any forward-looking statements to reflect events or circumstances occurring after the date of this Annual Report.

HHC ~~2024~~2025 FORM 10-K | 3


BUSINESS			Table of Contents Index to Financial Statements


PART I

Item 1. Business


OVERVIEW

General OnThe ~~August 11, 2023,~~ Howard Hughes ~~Holdings~~Corporation ~~Inc.~~is ~~(HHH),~~ a ~~new~~wholly ~~holding~~owned ~~company,~~subsidiary ~~replaced~~of ~~The~~ Howard Hughes ~~Corporation~~Holdings ~~(HHC or the Company) as the public company trading on the New York Stock Exchange~~Inc. ~~Existing~~References ~~shares~~to ~~of common stock of~~ HHC ~~were automatically converted~~, onthe ~~a one-for-one basis~~Company, ~~into~~Howard ~~shares~~Hughes ~~of common stock of HHH~~Communities, ~~with the same designations~~we, ~~rights~~us, ~~powers,~~ and ~~preferences~~our, ~~and~~refer ~~the~~to ~~same~~The ~~qualifications,~~Howard ~~limitations,~~Hughes Corporation and ~~restrictions,~~its asconsolidated ~~the~~subsidiaries ~~shares~~unless ofotherwise ~~HHC~~specifically ~~common~~stated. ~~stock~~References ~~immediately prior~~ to ~~the reorganization.~~ HHH ~~became~~refer ~~the successor issuer~~ to ~~HHC~~the ~~pursuant~~Company’s toparent ~~Rule~~holding ~~12g-3~~company, ~~(a)~~Howard ~~under~~Hughes ~~the~~Holdings ~~Exchange~~Inc. ~~Act~~ and ~~replaced~~its ~~HHC~~consolidated assubsidiaries, ~~the~~which ~~public~~includes ~~company~~The ~~trading~~Howard onHughes ~~the~~Corporation, ~~New~~unless ~~York~~otherwise ~~Stock~~specifically ~~Exchange under the ticker symbol "HHH~~stated."

~~References~~In 2025, HHH began executing a long-term strategy to ~~HHC,~~transition ~~the~~from ~~Company,~~a wepure-play real estate company to a diversified holding company. In December 2025, usHHH announced that it had entered into a definitive agreement to acquire 100% of Vantage Group Holdings Ltd. (Vantage), a privately held specialty insurance and ~~our~~reinsurance company, ~~refer~~for tocash consideration of approximately $2.1 billion. The ~~Howard~~transaction ~~Hughes~~remains ~~Corporation~~subject to regulatory approvals and ~~its~~other ~~consolidated~~customary ~~subsidiaries~~closing ~~unless~~conditions, ~~otherwise~~and ~~specifically~~is ~~stated~~expected to close in the second quarter of 2026. ~~References~~To tosupport the funding of the acquisition, HHH ~~refer~~also entered into an equity commitment letter with Pershing Square Holdings, Ltd. under which Pershing Square committed to ~~the~~purchase ~~Company~~up to $1.0 billion of HHH’s ~~parent~~preferred ~~holding company~~stock, ~~Howard~~prior ~~Hughes~~to ~~Holdings~~and ~~Inc~~contingent upon the closing of the Vantage acquisition. The interest in Vantage will be purchased by a wholly owned subsidiary of HHH and ~~its~~will ~~consolidated~~not ~~subsidiaries~~be part of the HHC ownership structure. The transaction is expected to be funded with the $1.0 billion of proceeds from the preferred stock issuance and $1.2 billion of cash on hand, of which ~~includes~~approximately ~~The~~$900 million ~~Howard~~of ~~Hughes~~cash ~~Corporation~~is currently held at HHH, ~~unless~~and ~~otherwise~~the ~~specifically~~remainder ~~stated~~is held at HHC. Upon completion of the transaction, HHC will continue investing in its core real estate operations, and expects to contribute excess cash generated from its real estate operations to support the growth of the HHH’s new insurance subsidiary.

~~Seaport~~Business ~~Entertainment Spinoff~~Overview OnThe ~~July~~Company ~~31,~~operates ~~2024~~a large‑scale, ~~the~~mixed‑use ~~spinoff~~real ofestate ~~Seaport~~platform ~~Entertainment~~focused ~~Group~~on ~~Inc.~~the ~~and~~development ~~its~~of ~~subsidiaries~~master planned communities (~~Seaport~~MPCs), ~~Entertainment~~the orinvestment ~~SEG)~~in ~~was~~strategic ~~completed.~~real ~~SEG~~estate ~~included~~development opportunities, and the ~~Company’s~~ownership ~~entertainment~~and operation of income‑producing properties. Our award-~~related~~winning assets ininclude ~~New~~one ~~York~~of ~~and~~the ~~Las~~nation's ~~Vegas,~~largest ~~including~~portfolios ~~the~~of ~~Seaport~~MPCs, inspanning ~~Lower~~approximately ~~Manhattan~~101,000 ~~the~~gross ~~Las~~acres ~~Vegas~~across ~~Aviators~~five ~~Triple-A~~states. ~~Minor~~We ~~League~~create ~~Baseball~~some ~~team~~of ~~and~~the most sought-after communities in the ~~Las~~country ~~Vegas~~by ~~Ballpark,~~curating asan ~~well~~environment astailored ~~the~~to ~~Company’s~~meet ~~ownership~~the ~~stake~~needs inof ~~Jean-Georges~~our ~~Restaurants~~residents and ~~other~~tenants. ~~partnerships,~~This ~~and~~unique anbusiness ~~interest~~model inallows ~~and~~us to ~~80%~~seek ofattractive ~~the~~risk-adjusted ~~air~~returns ~~rights~~while ~~above~~maintaining ~~the~~a ~~Fashion~~sharp ~~Show~~focus ~~Mall~~on insustainability ~~Las~~to ~~Vegas~~ensure our communities are equipped with the resources to last several decades.

~~Under~~HHC ~~the~~was ~~terms~~incorporated ofin ~~the~~Delaware ~~separation, each stockholder who held HHH common stock as of the close of business~~ on July 29, 2024, the record date for the distribution, received one share of SEG common stock for every nine shares of HHH common stock held as of the close of business on such date. SEG common stock began trading on the NYSE American stock exchange on August 1, ~~2024, under the symbol “SEG”~~2010.

As the spinoff of SEG represents a strategic shift in the Company’s operations, the results of SEG are presented as discontinued operations for all periods throughout this Annual Report. See Note 2 - Discontinued Operations in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.

Business Overview The Company’s award-winning assets include one of the nation's largest portfolios of master planned communities (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 these 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, multifamily, and hospitality offerings. We build these commercial properties through our Strategic Developments business 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 our Operating Assets segment, 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.

HHC 2024 FORM 10-K | 4

BUSINESS Table of ContentsIndex to Financial Statements

Our assets are located across the United States, with the vast majority of the assets in our Operating Assets segment located within our MPCs. This helps us achieve scale and, in most cases, critical mass, which leads to pricing power in lease and vendor negotiations; increased ability to attract, hire, and retain the best local leadership and leasing teams; flexibility to meet changing customer demands; and enhanced ability to identify and capitalize on emerging opportunities. Our MPCs, including Floreo, our unconsolidated joint venture, span approximately 101,000 gross acres, with approximately 21,000 residential acres of land remaining to be developed and sold in high-demand geographic areas. In addition to the residential land, our MPC segment contains approximately 14,000 acres designated for commercial development or sale to non-competing users such as hospitals. This land is held in our MPC segment until we identify demand for a new commercial development, at which point the land is transitioned into our Strategic Developments segment.

HHC was incorporated in Delaware on July 1, 2010. Financial information about each of our segments is presented in Note 18 - Segments in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.


BUSINESS SEGMENTS

~~The~~HHC ~~following~~operates ~~further~~through ~~describes our~~ three business segments: Operating Assets, MPCs, and ~~provides~~Strategic Developments. We create a ~~general~~continuous ~~description~~value-creation ofcycle ~~the~~through ~~assets~~operational ~~comprising~~and financial synergies associated with these three business segments. ~~Refer~~In toour ~~Item~~MPC 2.segment, ~~Properties~~we ~~for~~plan, ~~additional~~develop, ~~detail~~and onmanage ~~individual~~small ~~properties~~cities and large-scale, ~~including~~mixed-use ~~assets~~communities, byin ~~reportable~~markets ~~segment~~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, ~~geographic~~such ~~location~~as retail, office, multifamily, and ~~predominant~~hospitality ~~use~~offerings. We build these commercial properties through our Strategic Developments business at ~~December 31~~the appropriate times, ~~2024.~~which ~~This~~helps ~~section~~mitigate ~~should~~development berisk, ~~referred~~using tothe ~~when~~cash ~~reading~~flow ~~Item~~harvested 7from the sale of land to homebuilders. ~~Management’s~~Once ~~Narrative~~the ~~Analysis~~commercial ofdevelopments ~~Results~~are ofcompleted, ~~Operations~~the assets transition to our Operating Assets segment, which ~~contains~~increases ~~information~~recurring ~~about~~Net Operating Income (NOI), further funding our ~~financial~~Strategic ~~results~~Developments. New office, retail, and ~~operating~~other ~~performance~~commercial ~~for~~amenities make our ~~business~~MPC ~~segments~~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.

The following further describes our three business segments and provides a general description of the assets comprising these segments. Refer to Item 2. Properties for additional detail on individual properties, including assets by reportable segment, geographic location, and predominant use at December 31, 2025. This section should be referred to when reading Item 7. Management’s Narrative Analysis of Results of Operations, which contains information about our financial results and operating performance for our business segments. Financial information about each of our segments is presented in Note 17 - Segments in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

HHC 2025 FORM 10-K | 4


BUSINESS			Table of Contents Index to Financial Statements


Operating Assets

We have developed many of the assets in our Operating Assets segment since the Company’s inception in 2010. As of December 31, ~~2024~~2025, we ~~have~~had 7477 Operating Assets, including our investments in unconsolidated ventures, consisting of 1213 retail properties, 3637 office properties, 1718 multifamily properties, and 9 other operating properties or investments. Excluding our projects under construction, we own approximately 9.23 million square feet of retail and office space and 5,~~587~~855 multifamily units.

WeThe ~~believe that the~~ long-term value of our Operating Assets is driven by their concentration in our MPCs, where we ~~believe we~~ have a competitive advantage. We believe that these assets have the potential for future growth by increasing rental rates, absorbing remaining vacancy, and changing the tenant mix in retail centers to improve gross sales revenue of our tenants, thereby increasing rents. Revenue is primarily generated through rental services and is directly impacted by trends in rental rates and operating costs.

WeFor ~~will~~certain ~~also~~assets, ~~occasionally~~we ~~sell~~believe anthere are opportunities to improve operating ~~asset~~performance ~~when~~through itredevelopment ~~does~~or ~~not~~repositioning. ~~complement~~Redevelopment ~~our~~plans ~~existing~~for ~~properties~~these assets may include office, retail, or noresidential ~~longer~~space, ~~fits~~shopping ~~within~~centers, ~~our~~movie ~~current~~theaters, ~~strategy~~parking complexes, or open space. InThese ~~2024,~~opportunities ~~the~~will ~~Company~~require ~~completed~~new capital investment and vary in complexity and scale. The redevelopment opportunities range from those that would have minimal disruption to the ~~sale~~property to those requiring partial or full demolition of ~~four~~existing ~~non-core~~structures ~~ground~~for ~~leases~~new construction. Factors we evaluate in determining whether to redevelop or reposition an asset include the following: (1) existing and aforecasted ~~medical~~demographics ~~office~~surrounding ~~building~~the inproperty; ~~The~~(2) ~~Woodlands,~~competition related to existing and/or aalternative ~~retail~~uses; (3) existing entitlements of the property inand ~~Bridgeland~~our ~~for~~ability ~~total~~to ~~proceeds~~change them; (4) compatibility of ~~$51.6 million.~~the physical site with proposed uses; and (5) environmental considerations, traffic patterns, and access to the properties.

For certain assets, we believe there are opportunities to improve operating performance through redevelopment or repositioning. Redevelopment plans for these assets may include office, retail, or residential space, shopping centers, movie theaters, parking complexes, or open space. The redevelopment plans may require that we obtain permits, licenses, consents, and/or waivers from various parties. These opportunities will require new capital investment and vary in complexity and scale. The redevelopment opportunities range from those that would have minimal disruption to the property to those requiring partial or full demolition of existing structures for new construction. Factors we evaluate in determining whether to redevelop or reposition an asset include the following: (1) existing and forecasted demographics surrounding the property; (2) competition related to existing and/or alternative uses; (3) existing entitlements of the property and our ability to change them; (4) compatibility of the physical site with proposed uses; and (5) environmental considerations, traffic patterns, and access to the properties.

We generally transfer an operating asset that is being repositioned or redeveloped into our Strategic Developments segment when we close operations at a property and/or begin construction on the redevelopment project. Upon completion of construction or renovation of a development or redevelopment, the asset is fully or partially placed in service and transferred back into our Operating Assets segment.

HHC 2024 FORM 10-K | 5

BUSINESS Table of ContentsIndex to Financial Statements


Master Planned Communities

As of December 31, ~~2024~~2025, our portfolio of MPCs was comprised of Summerlin in Las Vegas; The Woodlands, The Woodlands Hills and Bridgeland in the Houston region; and Teravalis in the Phoenix region. Our MPC segment includes the development and sale of residential and commercial land, primarily in large-scale, long-term projects. These developments often require decades of investment and continued focus on the changing market dynamics surrounding these communities. We believe that the long-term value of our MPCs remains strong because of their competitive positioning in their respective markets, our in-depth experience in diverse land-use planning, and the fact that we have substantially completed the entitlement processes within the majority of our communities.

Our MPCs have won numerous awards for design excellence and for community contribution. Summerlin and Bridgeland were again ranked by ~~Robert Charles Lesser & Co., LLC (~~RCLCO), capturing ~~fifth~~tenth and ~~seventh~~eleventh top-selling master planned communities in the nation, respectively, for the year ended December 31, ~~2024~~2025.

We expect the competitive position, desirable locations, and land development expertise to drive the long-term growth of our MPCs. As of December 31, ~~2024~~2025, our MPCs, including Floreo, our unconsolidated joint venture, ~~encompassed~~in ~~approximately~~the ~~101~~Phoenix region,~~000~~ ~~gross acres of land and~~ include approximately 3534,000 acres of land available for sale or development. Residential sales, which are generated primarily from the sale of finished lots and undeveloped superpads to residential homebuilders and developers, include standard and custom parcels designated for detached and attached single-family homes and range from entry-level to luxury homes. Superpad sites are generally 10- to 25-acre parcels of unimproved land where we develop and construct the major utilities (water, sewer, and storm drainage) and roads to the borders of the parcel, and the homebuilder completes the on-site utilities, roads, and finished lots. Revenue is also generated through builder price participation with homebuilders.

We also occasionally sell or lease land for commercial development when we deem its use will not compete with our existing properties or our development strategy. Commercial sales include land parcels designated for retail, office, hospitality, high-density residential projects (condominiums and apartments), services, and other for-profit activities, as well as those parcels designated for use by government, schools, and other not-for-profit entities.

HHC 2025 FORM 10-K | 5


BUSINESS			Table of Contents Index to Financial Statements


Strategic Developments

Our Strategic Developments segment consists of 15various development or redevelopment projects, including developments within our MPCs that will transition to Operating Assets upon completion and condominium towers at Ward Village in Hawai‘i and The Woodlands. Many of these developments require extensive planning and expertise in large-scale and long-range development to maximize their highest and best uses. The strategic process is complex and unique to each asset and requires ongoing assessment of the changing market dynamics prior to the commencement of construction. We must study each local market, determine the highest and best use of the land and necessary improvements to the area, obtain entitlements and permits, complete architectural design and construction drawings, secure tenant commitments, and obtain and commit sources of capital.

We are in various stages of predevelopment or execution of our strategic plans for many of these assets based on market conditions. As of December 31, ~~2024~~2025, ~~eight~~five properties were under construction and not yet placed into service. We generally obtain construction financing to fund a significant amount of the costs associated with developing these assets.

~~Ward Village We continue to transform Ward Village into a vibrant neighborhood offering unique retail experiences~~Additionally, ~~dining, and entertainment, along with exceptional residences and workforce housing set among open public spaces and pedestrian-friendly streets. We believe we have found~~ the ~~optimal mix of price point and product in the Honolulu market for condominium development as evidenced by the demand for our condominium projects. In January 2025, the~~ State of Hawai’‘i has approved amendments to the local development rules to include updated guidelines for smart growth in areas including Ward Village. The Company estimates this amendment increases its potential residential entitlements in Ward Village between 2.5 to 3.5 million gross square feet, which could be used for the development of additional condominium towers in future years.

HHC ~~2024~~2025 FORM 10-K | 6


RISK FACTORS			Table of Contents Index to Financial Statements

Item 1A. Risk Factors

The risks and uncertainties described below are those that we deem currently to be material, and do not represent all of the risks that we face. Additional risks and uncertainties not presently known to us or that we currently do not consider material may in the future become material and impair our business operations. If any of the following risks actually occur, our business could be materially harmed, and our financial condition and results of operations could be materially and adversely affected. Our business, prospects, financial condition, or results of operations could be materially and adversely affected by the following:

RISKS RELATED TO OUR INDUSTRY, MARKET, AND CUSTOMERS

Our performance and the market value of our securities are subject to risks associated with our investments in real estate assets and with trends in the real estate industry.

Our economic performance and the value of our real estate assets, and consequently the market value of the Company’s securities, are subject to the risk that our properties may not generate revenues sufficient to meet our operating expenses or other obligations. A deficiency of this nature would adversely impact our financial condition, results of operations, cash flows, the quoted trading price of our securities, and our ability to satisfy our debt service obligations.

A downturn in the housing market or decline in general economic conditions could adversely affect our business, financial condition, and operations.

We believe that new home sales are an important indicator of future demand for our superpad sites, lots, and condominium units. Demand for new homes is sensitive to changes in economic conditions such as the level of employment, consumer confidence, consumer income, the availability of financing, and interest rate levels. The prior economic downturn severely affected both the number of homes that could be sold in our MPCs and the prices for which homebuilders could sell them. We cannot predict when another economic downturn in the housing market will occur. If there were another economic downturn in the housing market or in general economic conditions, the resulting decline in demand for new homes and condominium units would likely have a material adverse effect on our business, financial condition, and results of operations.

Our condominium sales are sensitive to interest rates and the ability of consumers to obtain mortgage financing.

The ability of the ultimate buyers of condominiums to finance their purchases is generally dependent on their personal savings and availability of third-party financing. Consequently, the demand for condominiums could be adversely affected by increases in interest rates ~~(which generally rose in the period from 2022 through 2024)~~, unavailability of mortgage financing, increasing housing costs, and unemployment levels. Levels of income and savings, including retirement savings, available to condominium purchasers can be affected by declines in the capital markets. Any significant increase in the mortgage interest rates or decrease in available credit could reduce consumer demand for housing, and result in fewer condominium sales, which may have an adverse effect on our business, financial condition, and results of operations.

Purchasers may default on their obligations to purchase condominiums.

We enter into contracts for the sale of condominium units that generally provide for the payment of a substantial portion of the sales price at closing when a condominium unit is ready to be delivered and occupied. A significant amount of time may pass between the execution of a contract for the purchase of a condominium unit and the closing thereof. The rate of defaults may increase from historical levels due to the personal finances of purchasers being negatively impacted as a result of changing macroeconomic and other conditions, including slow growth or recession, ~~higher~~ interest ~~rates~~rate volatility, trade policies, high unemployment, inflation, and/or tighter credit. Defaults by purchasers to pay any remaining portions of the sales prices for condominium units under contract may have an adverse effect on our business, financial condition, and results of operations.

Downturn in tenants’ businesses may reduce our revenues and cash flows.

A tenant may experience a downturn in its business, due to a variety of factors including rising inflation or supply chain issues, which may weaken its financial condition and result in its failure to make timely rental payments or result in defaults under our leases. The rate of defaults may increase from historical levels due to tenants’ businesses being negatively impacted by ~~higher~~ interest ~~rates~~rate volatility or trade policies. In the event of default by a tenant, we may experience delays in enforcing our rights as the landlord and may incur substantial costs in protecting our investment.

HHC ~~2024~~2025 FORM 10-K | 7


RISK FACTORS			Table of Contents Index to Financial Statements

We may be negatively impacted by the consolidation or closing of anchor stores.

Many of our mixed-use properties are anchored by “big box” tenants. We could be adversely affected if these or other anchor stores were to consolidate, close, or enter into bankruptcy. Given the current economic environment for certain retailers, there is a heightened risk that an anchor store could close or enter into bankruptcy. Any losses resulting from the bankruptcy of any of our existing tenants could adversely impact our financial condition. Even if we own the anchor space, we may be unable to re-lease this area or to re-lease it on comparable terms. The loss of these revenues could adversely affect our results of operations and cash flows. Further, the temporary or permanent loss of any anchor would likely reduce customer traffic in the retail center, which could lead to decreased sales at other retail stores. Rents obtained from other tenants may be adversely impacted as a result of co-tenancy clauses in their leases. One or more of these factors could cause the retail center to fail to meet its debt service requirements. The consolidation of anchor stores may also negatively affect lease negotiations and current and future development projects.

We may be unable to renew leases or re-lease available space.

We cannot provide any assurance that existing leases will be renewed, available space will be re-leased, or that our rental rates will be equal to or above the current rental rates. If the average rental rates for our properties decrease, existing tenants do not renew their leases, or available space is not re-leased, our financial condition, results of operations, cash flows, and our ability to satisfy our debt service obligations at the affected properties could be adversely affected.

Significant competition could have an adverse effect on our business.

The nature and extent of the competition we face depend on the type of property. With respect to our MPCs, we compete with other landholders and residential and commercial property developers in the development of properties in the respective MPC regions. Numerous residential and commercial developers, some with greater financial and other resources, compete with us in seeking resources for development and prospective purchasers and tenants. Competition from other real estate developers may adversely affect our ability to attract purchasers and sell residential and commercial real estate, sell undeveloped rural land, attract and retain experienced real estate development personnel, or obtain construction materials and labor. These competitive conditions can make it difficult to sell land at desirable prices and can adversely affect our results of operations and financial condition.

There are numerous shopping facilities that compete with our operating retail properties in attracting retailers to lease space. In addition, retailers at these properties face continued competition from other retailers, including internet retailers, retailers at other regional shopping centers, outlet malls and other discount shopping centers, discount shopping clubs, and catalog companies. Competition of this type could adversely affect our results of operations and financial condition. In addition, we compete with other major real estate investors with significant capital for attractive investment and development opportunities. These competitors include real estate investment trusts (REITs) and private institutional investors.

The concentration of our properties in certain states may make our revenues and the value of our assets vulnerable to adverse changes in local economic conditions.

Many of the properties we own are located in the same or in a limited number of geographic regions, including Arizona, Texas, Hawai‘i, Nevada, and Maryland. ~~In October 2021, we announced the launch of Teravalis, a new large-scale master planned community in the West Valley of Phoenix, Arizona.~~ Our ~~current and future~~ operations at the properties in these states are generally subject to significant fluctuations by various factors that are beyond our control such as the regional and local economy, which may be negatively impacted by material relocation by residents, industry slowdowns, plant closings, increased unemployment, lack of availability of consumer credit, levels of consumer debt, housing market conditions, adverse weather conditions, natural disasters, climate change and other factors, as well as the local real estate conditions, such as an oversupply of, or a reduction in demand for, retail space or retail goods and the availability and creditworthiness of current and prospective tenants.

In addition, some of our properties are subject to various other factors specific to those geographic areas. For example, tourism is a major component of both the local economies in Hawai‘i and Nevada. Ward Village, which is located in Honolulu, Hawai‘i, and Summerlin, which is located in Las Vegas, Nevada, may be impacted by the local and global tourism industry. These properties are susceptible to many factors that affect travel and tourism related to Hawai‘i and Las Vegas, including cost and availability of air services and the impact of any events that disrupt air travel to and from these regions. Moreover, these properties may be affected by risks such as acts of terrorism and natural disasters, including major fires, floods, and earthquakes, as well as severe or inclement weather, which could also decrease tourism activity in Las Vegas or Hawai‘i.

~~HHC~~Further, ~~2024~~Summerlin ~~FORM~~is ~~10-K | 8~~to some degree dependent on the gaming industry, which could be adversely affected by changes in consumer trends and preferences and other factors over which we have no control. The gaming industry is characterized

HHC 2025 FORM 10-K | 8


RISK FACTORS			Table of Contents Index to Financial Statements

~~Further, Summerlin is to some degree dependent on the gaming industry, which could be adversely affected~~ by ~~changes in consumer trends and preferences and other factors over which we have no control. The gaming industry is characterized by~~ an increasingly high degree of competition among a large number of participants, including riverboat casinos, dockside casinos, land-based casinos, video lottery, sweepstakes, and poker machines, many of which are located outside of Las Vegas. Furthermore, competition from internet lotteries, sweepstakes, and other internet-wagering gaming services, which allow their customers to wager on a wide variety of sporting events and play Las Vegas-style casino games from home or in non-casino settings, could negatively impact the population in the Las Vegas area.

Markets and the local economies surrounding our properties in Columbia, Maryland are heavily influenced by government spending and activity. A reduction of government spending in this market generally could decrease the demand for housing and retail space in this geographic region.

The Woodlands, The Woodlands Hills, and Bridgeland in the Houston, Texas region depend significantly on the energy sector. Our success depends to a large extent upon the business activity, population, income levels, employment trends, and real estate activity in and around Houston, Texas. In the event that oil prices fall and remain depressed for a sustained period, demand may decrease for housing and commercial space in The Woodlands, Bridgeland, and The Woodlands Hills.

Additionally, ~~the success of~~ Summerlin, ~~our master planned community in Las Vegas, Nevada,~~ and Teravalis, ~~our new master planned community in the Phoenix, Arizona region,~~ may be negatively impacted by changes in temperature due to climate change, increased stress on water supplies caused by climate change and population growth and other factors over which we have no control.

If any or all of the factors discussed above were to occur and result in our inability to sell or lease our residential and commercial property in any of these geographic regions, it would likely have a material adverse effect on our business, financial condition, and results of operations.

Our business model includes entering into joint venture arrangements with strategic partners, and our strategic partners may have different interests than us.

We currently have, and intend to enter into, additional joint venture partnerships. These joint venture partners may bring local market knowledge and relationships, development experience, industry expertise, financial resources, financing capabilities, brand recognition, and credibility or other competitive advantages. In the future, we may not have sufficient resources, experience and/or skills to locate desirable partners. We also may not be able to attract partners who want to conduct business in the locations where our properties are located, and who have the assets, reputation, or other characteristics that would optimize our development opportunities.

While we generally participate in making decisions for our jointly owned properties and assets, we might not always have the same objectives as the partner in relation to a particular asset, and we might not be able to formally resolve any issues that arise. In addition, actions by a partner may subject property owned by the joint venture to liabilities greater than those contemplated by the joint venture agreements, be contrary to our instructions or requests or result in adverse consequences. We cannot control the ultimate outcome of any decision made by our partners, which may be detrimental to our interests.

The bankruptcy or, to a lesser extent, financial distress of any of our joint venture partners could materially and adversely affect the relevant property or properties. If this occurred, we would be precluded from taking some actions affecting the estate of the other investor without prior court approval which would, in most cases, entail prior notice to other parties and a hearing. At a minimum, the requirement to obtain court approval may delay the actions we would or might want to take. If the relevant joint venture through which we have invested in a property has incurred recourse obligations, the discharge in bankruptcy of one of the other partners might result in our ultimate liability for a greater portion of those obligations than would otherwise be required.

Because real estate is illiquid, we may not be able to sell properties when in our best interest.

Real estate investments generally, and in particular large office and mixed-use properties like those that we develop and construct, often cannot be sold quickly. The capitalization rates at which properties may be sold could be higher than historic rates, thereby reducing our potential proceeds from the sale. Consequently, we may not be able to alter our portfolio promptly in response to changes in economic or other conditions. All of these factors reduce our ability to respond to changes in the performance of our investments and could adversely affect our business, financial condition, and results of operations.

Some of our properties are subject to potential natural or other disasters.

~~HHC~~A ~~2024~~number ~~FORM~~of ~~10-K | 9~~our properties are located in areas that are subject to natural or other disasters, including hurricanes, floods, earthquakes, and oil spills. We cannot predict the extent of damage that may result from such adverse weather events,

HHC 2025 FORM 10-K | 9


RISK FACTORS			Table of Contents Index to Financial Statements

A number of our properties are located in areas that are subject to natural or other disasters, including hurricanes, floods, earthquakes, and oil spills. We cannot predict the extent of damage that may result from such adverse weather events, which depend on a variety of factors beyond our control. Some of our properties, including Houston-area MPCs and Ward Village, are located in regions that could be affected by increases in sea levels, the frequency or severity of hurricanes and tropical storms, or environmental disasters, whether such events are caused by global climate changes or other factors. Additionally, adverse weather events can cause widespread property damage and significantly depress the local economies in which the Company operates and have an adverse impact on the Company’s business, financial condition, and operations.


RISKS RELATED TO OUR BUSINESS OPERATIONS, INFRASTRUCTURE, AND STRATEGIC MATTERS

Our MPC segment is highly dependent on homebuilders.

We are highly dependent on our relationships with homebuilders to purchase superpad sites and lots at our MPCs. Our business will be adversely affected if homebuilders do not view our MPCs as desirable locations for homebuilding operations or due to a change in demand, our inability to achieve certain pricing arrangements, or upon an overall decline in general market conditions. Also, some homebuilders may be unwilling or unable to close on previously committed lot purchases due to our failure to meet certain conditions in our agreements or otherwise. As a result, we may sell fewer lots and in certain instances suspend any of our MPC developments. This would result in lower land sales revenues, which could have an adverse effect on our financial position and results of operations.

We are exposed to risks associated with the development, redevelopment, or construction of our properties.

Our development, redevelopment, and construction activities expose us to risks such as:

–inability to obtain construction financing for the development or redevelopment of properties

–increased construction costs for a project that exceed our original estimates due to increases in materials, labor, or other costs, which could make completion of the project less profitable because market rents or condominium prices may not increase sufficiently to compensate for the increased construction costs

–supply chain issues and increased difficulty in workforce recruitment which may lead to construction delays and increased project development costs

–claims for construction defects after a property has been developed

–poor performance or nonperformance by any of our joint venture partners or other third parties on whom we rely

–health and safety incidents and site accidents

–easement restrictions which may impact our development costs and timing

–compliance with building codes and other local regulations

–the inability to secure tenants necessary to support commercial projects

If any of the aforementioned risks were to occur during the development, redevelopment, or construction of our properties, it could have a substantial negative impact on the project’s success and result in a material adverse effect on our financial condition or results of operations.

Our development projects may subject us to certain liabilities.

We may hire and supervise third-party contractors to provide construction, engineering, and various other services for wholly owned development projects or development projects undertaken by real estate ventures in which we hold an equity interest. Certain of these contracts are structured such that we are the principal rather than the agent. As a result, we may assume liabilities in the course of the project and be subjected to, or become liable for, claims for construction defects, negligent performance of work or other similar actions by third parties we have engaged.

Adverse outcomes of disputes or litigation could negatively impact our business, results of operations, and financial condition, particularly if we have not limited the extent of the damages to which we may be liable, or if our liabilities exceed the amounts of the insurance that we carry. Moreover, our tenants and condominium owners may seek to hold us accountable for the actions of contractors because of our role even if we have technically disclaimed liability as a legal matter, in which case we may determine it necessary to participate in a financial settlement for purposes of preserving the tenant or customer relationship or to protect our corporate brand. Acting as a principal may also mean that we pay a contractor before we have been reimbursed by our tenants or have received the entire purchase price of a condominium unit from the purchaser. This exposes us to additional risks of collection in the event of a bankruptcy, insolvency, or a purchaser default. The reverse can occur as well, where a contractor we have paid files for bankruptcy protection or commits fraud with the funds before completing a project which we have funded in part or in full.

HHC ~~2024~~2025 FORM 10-K | 10


RISK FACTORS			Table of Contents Index to Financial Statements

purchaser default. The reverse can occur as well, where a contractor we have paid files for bankruptcy protection or commits fraud with the funds before completing a project which we have funded in part or in full.

Cybersecurity risks and incidents, such as a breach of the Company’s privacy or information security systems, or those of our vendors or other third parties, could compromise our information and expose us to liability, which would cause our business and reputation to suffer.

In the ordinary course of our business, we collect and store sensitive data, including intellectual property, our proprietary business information and that of our tenants and business partners and personally identifiable information of our employees on our networks. The collection and use of personally identifiable information are governed by federal and state laws and regulations. Privacy and information security laws continue to evolve and may be inconsistent from one jurisdiction to another. Compliance with all such laws and regulations may increase our operating costs and adversely impact our ability to market our properties and services.

Additionally, we rely on our information technology systems to be able to monitor and control our operations, adjust to changing market conditions and implement strategic initiatives. We own and manage some of these systems but also rely on third parties for a range of products and services. Any disruptions in or the failure of our own systems, or those managed by third parties, to operate as expected could adversely affect our ability to access and use certain applications and could, depending on the nature and magnitude of the problem, adversely affect our operating results by limiting our ability to effectively monitor and control our operations, adjust to changing market conditions, and implement strategic initiatives.

The security measures that we and our vendors put in place cannot provide absolute security, and the information technology infrastructure we and our vendors use may be vulnerable to criminal cyber-attacks or data security incidents.

Any such incident could compromise our networks or our vendors’ networks (or the networks or systems of third parties that facilitate our business activities or our vendors’ business activities), and the information we or our vendors store could be accessed, misused, publicly disclosed, corrupted, lost, or stolen, resulting in fraud, including wire fraud related to our assets, or other harm. Moreover, if a data security incident or breach affects our systems or our vendors’ systems, whether through a breach of our systems or a breach of the systems of third parties, or results in the unauthorized release of personally identifiable information, our reputation and brand could be materially damaged, and we may be exposed to a risk of loss or litigation and possible liability, including, without limitation, loss related to the fact that agreements with our vendors, or our vendors’ financial condition, may not allow us to recover all costs related to a cyber-breach for which they alone are responsible or for which we are jointly responsible, which could result in a material adverse effect on our business, results of operations, and financial condition.

Like many companies, we and our third party vendors have been impacted by security incidents in the past and will likely experience security incidents of varying degrees. While we do not believe these incidents have had a material impact to date, privacy and information security risks have generally increased in recent years because of the proliferation of new technologies, such as ransomware, and the increased sophistication and activities of perpetrators of cyber-attacks. The rapid evolution and increased adoption of artificial intelligence technologies may also intensify our privacy and information security risks. Further, there has been a surge in widespread cyber-attacks during and since the COVID-19 pandemic, and the use of remote work environments and virtual platforms may increase our risk of cyber-attack or data security breaches. In light of the increased risks, we have dedicated substantial additional resources of expense, labor, and time to strengthening the security of our computer systems. In the future, we may expend additional resources to continue to enhance our information security measures and/or to investigate and remediate any information security vulnerabilities. Despite these steps, there can be no assurance that we will not suffer a significant data security incident in the future, that unauthorized parties will not gain access to sensitive data stored on our systems, or that any such incident will be discovered in a timely manner. Any failure in or breach of our information security systems, those of third-party service providers, or a breach of other third-party systems that ultimately impacts our operational or information security systems as a result of cyber-attacks or information security breaches could result in potentially serious harm to our business and results of operations.

Global economic and political instability, geopolitical conflicts, and changes in U.S. trade policies, including tariffs, could adversely affect our business, financial condition, or results of operations.

Our business could be adversely affected by unstable economic and political conditions within the U.S. and foreign jurisdictions, geopolitical conflicts, and changes in trade policies. For example, the ongoing conflict between Russia and Ukraine, conflicts in the Middle East, and uncertainty regarding future trade relations between the U.S. and key trading partners could disrupt global supply chains, increase material costs, and contribute to inflationary pressures. While we do not have direct customer or supplier relationships in these regions, sanctions, export controls, cyberattacks, and disruptions to energy markets could indirectly impact our supply chain and the cost of goods necessary for construction.

~~HHC~~In ~~2024~~particular, ~~FORM~~recent ~~10-K | 11~~executive actions and trade policies implemented or proposed by the current U.S. administration, including the imposition or threat of significant tariffs on imported goods, including construction materials and other critical

HHC 2025 FORM 10-K | 11


RISK FACTORS			Table of Contents Index to Financial Statements

~~not~~supplies, ~~have~~could ~~direct~~increase ~~customer~~our orcosts ~~supplier~~and ~~relationships~~reduce inavailability ~~these~~of ~~regions~~necessary materials. These tariffs, ~~sanctions~~as well as potential retaliatory measures by other countries, ~~export~~may ~~controls~~further impact global trade flows, ~~cyberattacks~~exacerbate inflation, and ~~disruptions~~contribute to ~~energy~~interest ~~markets~~rate volatility or general economic uncertainty. Such factors could ~~indirectly~~negatively impact our ~~supply~~business ~~chain~~partners, employees, and ~~the~~customers ~~cost~~or ofotherwise ~~goods~~adversely ~~necessary~~affect ~~for~~our ~~construction.~~financial condition and results of operations.

In addition, recent tariffs imposed or threatened by President Trump on imported goods, including construction materials and other critical supplies, could increase our costs and reduce availability of necessary materials. These tariffs, as well as potential retaliatory measures by other countries, may further impact global trade flows, exacerbate inflation, and contribute to higher interest rates or general economic uncertainty. Such factors could negatively impact our business partners, employees, and customers or otherwise adversely affect our financial condition and results of operations.

Some of HHH’s directors are involved in other businesses including real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us.

Certain of HHH’s directors have and may in the future have interests in other real estate business activities and may have control or influence over these activities or may serve as investment advisors, directors, or officers. These interests and activities, and any duties to third parties arising from such interests and activities, could divert the attention of such directors from our operations. Additionally, certain of HHH’s directors are engaged in investment and other activities in which they may learn of real estate and other related opportunities in their non-director capacities. The Code of Business Conduct and Ethics applicable to HHH’s directors expressly provides, as permitted by Section 122(17) of the Delaware General Corporation Law (the DGCL), that HHH’s non-employee directors are not obligated to limit their interests or activities in their non-director capacities or to notify HHH of any opportunities that may arise in connection therewith, even if the opportunities are complementary to, or in competition with, our businesses. Accordingly, we have no expectation that we will be able to learn of or participate in such opportunities. If any potential business opportunity is expressly presented to a director exclusively in his or her director capacity, the director will not be permitted to pursue the opportunity, directly or indirectly through a controlled affiliate in which the director has an ownership interest, without the approval of the independent members of HHH’s board of directors.

In 2024, HHH completed the spinoff of Seaport Entertainment Group Inc. into an independent publicly traded company, and HHH may not achieve some or all of the Spinoff’s expected benefits.

On July 31, 2024, HHH completed the spinoff of Seaport Entertainment Group Inc. (the Spinoff), as an independent, publicly traded company. In structuring and completing the Spinoff, HHH anticipated certain benefits that may not be achieved, may be delayed, or may be less advantageous than anticipated for a variety of reasons. Following the Spinoff, HHH may be more susceptible to market fluctuations and other adverse events than prior to the Spinoff, and HHH’s business is less diversified than the combined businesses prior to the Spinoff.


RISKS RELATED TO HHH’S NEW HOLDING COMPANY STRATEGY AND ITS RELATIONSHIP WITH PERSHING SQUARE

Pershing Square has the ability to influence HHH’s policies and operations and its interests may not in all cases be aligned with other stakeholders.

Pershing Square beneficially owns approximately 3746.47% of HHH’s outstanding common stock as of February 1912, ~~2025~~2026. ~~Additionally,~~ Mr. ~~Ben~~William ~~Hakim~~Ackman, the ~~President~~Chief Executive Officer of Pershing Square, is athe ~~member~~Executive Chairman of HHH’s board of directors. ~~Accordingly~~Additionally, ~~Pershing~~Mr. ~~Square~~Ryan ~~has~~Israel, the ~~ability~~Chief toInvestment ~~influence~~Officer ~~our~~of ~~policies~~Pershing ~~and operations~~Square, ~~including~~is ~~the~~HHH’s ~~appointment~~Chief ofInvestment ~~management,~~Officer ~~the~~and ~~incurrence~~a ormember ~~modification~~ of ~~debt~~HHH’s byboard usof directors, and ~~the~~Mr. ~~entering~~Ben ~~into of extraordinary transactions~~Hakim, ~~and~~the ~~its~~President ~~interests~~of ~~may~~Pershing ~~not~~Square, inis ~~all~~a ~~cases~~member beof ~~aligned~~HHH’s ~~with~~board ~~other~~of ~~stakeholders’ interests~~directors.

~~Pershing~~On ~~Square~~May ~~has~~5, ~~submitted~~2025, ~~the~~HHH entered into a Share Purchase Agreement (Purchase Agreement), by and between HHH and Pershing Square ~~Proposals~~Holdco, ~~which~~L.P. ~~may~~(PS beHoldco), apursuant ~~distraction~~ to which HHH sold to PS Holdco 9,000,000 newly issued shares of the Company’s ~~board~~common stock for an aggregate purchase price of ~~directors,~~$900 million. ~~management~~In connection with the Purchase Agreement, ~~and~~HHH ~~employees~~also ~~and~~entered ~~could~~into ~~have~~several aother ~~material~~agreements ~~adverse~~with ~~impact~~Pershing onSquare, ~~our~~including ~~business~~a Services Agreement and ~~operations~~a Shareholder Agreement.

InPursuant ~~August~~to ~~2024~~the terms of the Services Agreement, Pershing Square ~~announced~~will ~~its~~support ~~intent~~HHH’s new diversified holding company strategy by providing services to ~~evaluate~~HHH, ~~the~~such ~~possibility~~as of(i) ~~various~~investment ~~potential~~advisory ~~alternatives~~services, (ii) making recommendations with respect to ~~its~~hedging, ~~investment~~balance insheet ~~HHH~~optimization, ~~including~~and acapital ~~possible~~allocation, ~~transaction~~(iii) inexecuting ~~which~~transactions, it(iv) assisting HHH with business and corporate development functions, (~~either~~v) ~~alone~~making orvoting ~~together~~recommendations for HHH’s investments, (vi) assisting with ~~one~~and oradvising ~~more~~on ~~potential~~fundraising, ~~co-investors~~(vii) ~~might~~monitoring ~~acquire~~operations ~~all~~of orHHH ~~substantially~~and ~~all~~its ofinvestments, subject to the ~~shares~~day-to-day ofauthority ~~common~~and ~~stock~~responsibility inof management of HHH, ~~not~~(viii) ~~owned~~providing byrecommendations ~~Pershing~~for ~~Square~~persons to serve as designees or deputies of the Chief Investment Officer, (ix) engaging and ~~its~~supervising ~~affiliates~~third-party service providers, (x) making dividend payment recommendations, and in(xi) ~~connection~~providing ~~therewith~~other ~~take~~services ~~HHH~~as ~~private~~may be agreed upon. ~~Following~~The Services Agreement has an initial ten-year term and will have successive renewal terms of ten years. HHH pays Pershing Square’s ~~August~~a ~~2024~~quarterly ~~announcement,~~base ~~HHH’s~~advisory ~~board~~fee of ~~directors~~$3.75 million ~~formed~~and a ~~Special~~quarterly ~~Committee,~~variable ~~composed~~advisory fee equal to 0.375% of ~~independent~~the ~~directors~~excess tovalue ~~review~~of ~~any~~the ~~proposal~~quarter-end bystock ~~Pershing~~price ~~Square.~~of

~~Following~~HHC ~~the August 2024 announcement, Pershing Square has engaged in additional communications with the Special Committee, including, as previously disclosed, submitting on January 13,~~ 2025, aFORM proposal (the January 13 Pershing Square Proposal) pursuant to which Pershing Square would acquire additional shares of HHH’s common stock in a merger transaction between HHH and a newly formed merger subsidiary of Pershing Square Holdco, L.P., upon the consummation of which Pershing Square would own a majority of HHH’s common stock. On February 18, 2025, Pershing Square announced that it had withdrawn the January 13 Pershing Square Proposal and submitted a modified proposal (the February 18 Pershing Square Proposal) under which it would purchase from HHH $900 million of HHH’s Common Stock for $90 per share. Pershing Square currently beneficially owns approximately 37.4% of HHH's common stock. Should the transaction contemplated by the February 18 Pershing Square Proposal be consummated, Pershing Square’s beneficial ownership would increase to 48.0%.10-K | 12

There can be no assurance that HHH will pursue this proposed transaction or any further proposed modification thereof that Pershing Square submits, or any other strategic outcome, and HHH does not intend to comment further on this matter unless and until further disclosure is determined to be appropriate or necessary. The Special Committee is currently evaluating these matters to determine the appropriate course of action and process.

HHC 2024 FORM 10-K | 12


RISK FACTORS			Table of Contents Index to Financial Statements

Uncertainty regarding the Pershing Square Proposals may be disruptive to our business, which could have a negative effect on our operations, financial condition or results of operations. Management and employee distraction related to Pershing SquareHHH’s ~~unsolicited~~common ~~interest~~stock ~~also~~minus ~~may~~the ~~adversely~~reference ~~impact~~price ~~our~~of ~~ability to optimally conduct our business and for HHH to pursue its strategic objectives~~$66.15, ~~Responding~~multiplied ~~to the Pershing Square Proposals~~ by ~~HHH,~~existing ~~and~~share ~~any~~count ~~further~~as ~~proposals~~of orthe ~~activities~~transaction ~~that may follow from it~~date, which will ~~require~~not ~~attention~~increase ~~from~~with ~~HHH’s~~the ~~board~~issuance of ~~directors,~~new ~~management~~shares ~~and~~of ~~employees,~~common ~~and has required, and may continue to require, HHH to incur additional expenses and costs~~stock.

~~RISKS~~Among ~~RELATED~~other TOthings, ~~THE~~the ~~SPINOFF~~Shareholder ~~AND~~Agreement ~~OUR~~provides ~~RELATIONSHIP~~that, ~~WITH~~at ~~SEAPORT~~any ~~ENTERTAINMENT~~meeting of stockholders where directors are to be elected, (a) so long as PS Holdco, Pershing Square and their respective affiliates, including investment funds managed by one or more affiliates (collectively, the Purchaser Group), beneficially own at least 17.5% of the outstanding shares of Common Stock on a fully diluted basis, PS Holdco may nominate for election a number of directors equal to 25% of the total number of members of the Board as constituted after giving effect to such election, rounded up (e.g., three directors in the case of an 11-member Board) (such director, a PS Board Designee), and (b) so long as the Purchaser Group beneficially owns less than 17.5% but at least 10% of the outstanding shares of Common Stock on a fully diluted basis, PS Holdco may nominate for election a number of PS Board Designees equal to 10% of the total number of members of the Board as constituted after giving effect to such election, rounded up (e.g., two directors in the case of an 11-member Board). If the Purchaser Group owns less than 10% of the outstanding shares of Common Stock on a fully diluted basis, PS Holdco no longer has the right to nominate any PS Board Designees. William A. Ackman, Ben Hakim, and Ryan Israel currently serve as the PS Board Designees.

InAccordingly, ~~2024~~Pershing Square has the ability to influence our policies and operations, ~~HHH~~including ~~completed~~the appointment of management, business development, the ~~spinoff~~incurrence or modification of ~~Seaport~~debt ~~Entertainment~~by ~~into~~us, anand ~~independent~~the ~~publicly~~entering ~~traded~~into ~~company~~of extraordinary transactions, and ~~HHH~~its interests may not ~~achieve~~in ~~some~~all orcases ~~all~~be ofaligned ~~the~~with ~~spinoff~~other stakeholders’s ~~expected benefits~~interests.

~~On July 31, 2024,~~ HHH’s ~~completed~~recent ~~the~~shift ~~spinoff~~in ofbusiness ~~Seaport Entertainment as an independent~~strategy, ~~publicly~~including ~~traded company. In structuring and completing~~ the ~~spinoff,~~planned ~~HHH~~acquisition ~~anticipated certain benefits that may not be achieved, may be delayed, or may be less advantageous than anticipated for a variety~~ of ~~reasons. Following the spinoff~~Vantage, ~~HHH~~could ~~may~~create berisks ~~more~~relating ~~susceptible~~ to ~~market fluctuations and other adverse events than prior to~~ the ~~spinoff,~~conduct ~~and~~of ~~HHH’s~~our business ~~is less diversified than the combined businesses prior to the spinoff~~.

~~Seaport~~Since ~~Entertainment~~the ~~may~~announcement ~~fail~~by toHHH ~~perform~~of its ~~obligations~~transaction ~~under~~with ~~various~~Pershing ~~transaction~~Square ~~agreements~~in ~~that~~May 2025, HHH ~~entered~~has been executing on its strategy to become a diversified holding company, including by entering into an agreement to acquire Vantage Group Holdings Ltd. (Vantage), a privately held leading specialty insurance and reinsurance company. As part of this strategy, HHH expects to acquire controlling stakes in ~~connection~~high-quality, ~~with~~durable growth public and private operating companies while continuing to invest in and grow the ~~spinoff~~core real estate development and Master Planned Communities business conducted by the Company. In embarking on this changed strategy, HHH is subject to risks such as being unable to identify and consummate transactions (including the Vantage acquisition) as part of the new strategy, as well as risks inherent in acquiring or making investments in operating companies, especially companies in industries unrelated to the existing real estate business that the Company conducts. HHH may allocate resources, including financial resources and the time and attention of HHH’s board of directors, management and employees, to its new strategic direction, and/or may be unable to realize the anticipated benefits of the transactions with Pershing Square and its new strategy. This could adversely impact our ability to optimally conduct our business and have an adverse effect on our business, financial condition, and results of operations.

In connection with the spinoff, HHH entered into several agreements with Seaport Entertainment that, among other things, provide a framework for HHH’s relationship with Seaport Entertainment after the spinoff, including a separation agreement, a transition services agreement, a tax matters agreement, and an employee matters agreement. These agreements, as well as the separation and distribution evidencing the spinoff, determine the allocation of assets and liabilities between HHH and Seaport Entertainment following the spinoff and include various related terms and conditions, including indemnifications related to liabilities and obligations. HHH will rely on Seaport Entertainment to satisfy its performance and payment obligations under these agreements. If Seaport Entertainment is unable to satisfy these obligations, including its indemnification obligations, we could incur operational difficulties or losses that could have an adverse effect on our business, financial condition, and results of operations.


FINANCIAL RISKS

Our indebtedness and changing interest rates could adversely affect our business, prospects, financial condition, or results of operations and prevent us from fulfilling our obligations under our ~~Senior~~senior ~~Notes~~unsecured notes and ~~Loan~~loan ~~Agreements~~agreements.

As of December 31, ~~2024~~2025, our total consolidated debt was approximately $5.1 billion of which $2.1 billion was recourse to the Company or one of its subsidiaries. In addition, as of December 31, ~~2024~~2025, we ~~have~~had $346.76 million of recourse guarantees associated with undrawn financing commitments. As of December 31, ~~2024~~2025, our proportionate share of the debt of our unconsolidated ventures was $~~175~~215.65 million based upon our economic interest. All of this indebtedness is without recourse to the Company, with the exception of the collateral maintenance obligation for Floreo.

Subject to the limits contained in the indentures governing the $600 million Bridgeland Notes due 2029, the $750 million 5.375% senior unsecured notes due 2028, the $650 million 4.125% senior unsecured notes due 2029, and the $650 million 4.375% senior unsecured notes due 2031 (collectively, the ~~Senior~~senior ~~Notes~~unsecured notes), and any limits under our other debt agreements, we may need to incur substantial additional indebtedness from time to time, including project indebtedness for developments by our subsidiaries. If we incur additional indebtedness or experience an adverse change in interest rates, the risks related to our level of indebtedness could intensify. Specifically, an increased level of indebtedness could have important consequences, including:

–making it more difficult for us to satisfy our obligations with respect to our indebtedness, including the ~~Senior~~senior ~~Notes~~unsecured notes and ~~Loan~~loan ~~Agreements~~agreements

–limiting our ability to obtain additional financing to fund future working capital, capital expenditures, debt service requirements, execution of our business strategy, or finance other general corporate requirements

HHC 2025 FORM 10-K | 13


RISK FACTORS			Table of Contents Index to Financial Statements

–requiring us to make non-strategic divestitures, particularly when the availability of financing in the capital markets is limited, which may adversely impact sales prices

–requiring a substantial portion of our cash flow to be allocated to debt service payments instead of other business purposes, thereby reducing the amount of cash flow available for working capital, capital expenditures, acquisitions, dividends, and other general corporate purposes

HHC 2024 FORM 10-K | 13

RISK FACTORS Table of ContentsIndex to Financial Statements

–increasing our vulnerability to general adverse economic and industry conditions, including increases in interest rates, particularly given that certain indebtedness bears interest at variable rates

–limiting our ability to capitalize on business opportunities, reinvest in and develop properties, and to react to competitive pressures and adverse changes in government regulations

–placing us at a disadvantage compared to other less leveraged competitors, if any

–limiting our ability, or increasing the costs, to refinance indebtedness

–resulting in an event of default if we fail to satisfy our obligations under our indebtedness, which default could result in all or part of our indebtedness becoming immediately due and payable and, in the case of our secured debt, could permit the lenders to foreclose on our assets securing such debt

The indentures governing our ~~Senior~~senior ~~Notes~~unsecured notes, the ~~Loan~~loan ~~Agreements~~agreements, and our other debt agreements contain restrictions that may limit our ability to operate our business.

The indentures governing our ~~Senior~~senior ~~Notes~~unsecured notes contain certain restrictions that may limit our ability to operate. In addition, the ~~Loan~~loan ~~Agreements~~agreements contain representations and covenants customary for loan agreements of this type, including financial covenants related to maintenance of interest coverage ratios and loan-to-value ratios with respect to the certain mortgaged properties, taken as a whole. The ~~Loan~~loan ~~Agreements~~agreements also contain customary events of default, certain of which are subject to cure periods. These restrictions limit our ability or the ability of certain of our subsidiaries to, among other things:

–incur indebtedness or issue equity

–create certain liens

–pay dividends on, redeem, or repurchase capital stock or make other restricted payments

–make investments

–incur obligations that restrict the ability of our subsidiaries to make dividend or other payments to us

–consolidate, merge, or transfer all, or substantially all, of our assets

–enter into or amend lease or other agreements or transactions without consent

–substitute collateral, if applicable, due to product and geographic concentrations

–enter into transactions with our affiliates

–create or designate unrestricted subsidiaries

Additionally, certain of our debt agreements also contain various restrictive covenants, including minimum net worth requirements, maximum payout ratios on distributions, minimum debt yield ratios, minimum fixed charge coverage ratios, minimum interest coverage ratios and maximum leverage ratios. The restrictions under the indentures and/or other debt agreements could limit our ability to finance our future operations or capital needs, make acquisitions, or pursue available business opportunities.

We may be required to take action to reduce our debt or act in a manner inconsistent with our business objectives and strategies to meet such ratios and satisfy the covenants in our debt agreements. Events beyond our control, such as changes in economic and business conditions, may affect our ability to do so. We may not be able to meet the ratios or satisfy the covenants in our debt agreements, and we cannot provide any assurance that our lenders will waive any failure to do so. A breach of any of the covenants in, or our inability to maintain the required financial ratios, under our debt agreements would likely result in a default under such debt agreements, which may accelerate the principal and interest payments of the debt and, if such debt is secured, result in the foreclosure on certain of our assets that secure such debt. A breach of any of the covenants in, or our inability to maintain the required financial ratios, under our debt agreements also would prevent us from borrowing additional money under such agreements that include revolving credit facilities. A default under any of our debt agreements could, in turn, result in defaults under other obligations and result in other creditors accelerating the payment of other obligations and foreclosing on assets securing such obligations, if any. Any such defaults could materially impair our financial condition and liquidity. In addition, if the lenders under any of our debt agreements or other obligations accelerate the maturity of those obligations, we cannot assure that we will have sufficient assets to satisfy our obligations under the notes or our other debt.

We may be unable to develop and expand our properties without sufficient capital or financing.

Our business objective includes the development and redevelopment of our properties, particularly those in our Strategic Developments segment, which we may be unable to do if we do not have, cannot obtain, or cannot generate sufficient capital from MPC land sales or operations, debt capital from lenders or the capital markets, or government incentives, such as tax increment financing, to proceed with planned development, redevelopment, or expansion activities. We may be unable to access or acquire financing due to the market volatility and uncertainty. We may be unable to obtain an anchor store, mortgage lender and property partner approvals that are required for any such development, redevelopment, or expansion. We may abandon redevelopment or expansion activities already underway that we are unable to complete due to the inability to secure additional capital to finance such activities. This may result in charge-offs of costs previously capitalized. In addition, if redevelopment, expansion, or reinvestment projects are unsuccessful, the

HHC ~~2024~~2025 FORM 10-K | 14


RISK FACTORS			Table of Contents Index to Financial Statements

be unable to access or acquire financing due to the market volatility and uncertainty. We may be unable to obtain an anchor store, mortgage lender and property partner approvals that are required for any such development, redevelopment, or expansion. We may abandon redevelopment or expansion activities already underway that we are unable to complete due to the inability to secure additional capital to finance such activities. This may result in charge-offs of costs previously capitalized. In addition, if redevelopment, expansion, or reinvestment projects are unsuccessful, the investment in such projects may not be recoverable, in full or in part, from future operations or sale resulting in impairment charges.

Adverse changes in our credit ratings could increase our financing costs and limit market access.

We and certain of our subsidiaries may be evaluated by one or more nationally recognized credit rating agencies. Ratings reflect each agency’s assessment of factors such as liquidity, leverage, capital structure, cash flow stability, asset quality, business profile, corporate governance, and market conditions, and they can be downgraded, placed on negative watch, revised in outlook, or withdrawn at any time. A downgrade or other adverse action, or the announcement of a review, could increase interest rates and fees on new or existing debt; narrow the pool of investors willing or permitted to invest in our securities; require additional collateral, tighter covenants, shorter maturities, or other unfavorable terms; and reduce the trading price and liquidity of our securities. These outcomes could raise our overall cost of capital, constrain access to bank and capital markets, reduce financial flexibility, and impair execution of our strategy and our ability to meet obligations, any of which could materially adversely affect our business, financial condition, results of operations, and cash flows.

We may be unable to refinance our indebtedness on favorable terms, or at all.

We have a substantial amount of indebtedness, a significant portion of which will mature in the coming years. Our strategy assumes continued access to the debt capital markets and other financing sources to refinance existing indebtedness, including property‑level mortgage loans, construction and development facilities, and unsecured or recourse borrowings, often before maturity. Our ability to refinance our indebtedness on favorable terms, or at all, depends on factors beyond our control, including conditions in the credit and capital markets (such as interest rates, spreads, and lender appetite for real estate and construction lending); our leverage, liquidity, interest coverage and credit ratings; the performance and values of properties securing our debt and our broader portfolio; changes in banking and other financial regulations; and broader macroeconomic, geopolitical, and industry developments.

If we cannot refinance maturing indebtedness on acceptable terms, we may be forced to seek alternative financing on less favorable terms, use more of our available liquidity, sell assets, on disadvantageous terms or at unfavorable times in the market, delay or cancel development, redevelopment, or other capital projects, or issue equity or equity‑linked securities that could be dilutive to existing stockholders. Even if refinancing is available, it may be at higher interest rates or subject to more restrictive covenants, which could increase our interest expense, reduce our financial flexibility, and constrain our ability to invest in our existing properties and development pipeline or pursue new investment opportunities. Failure to refinance, repay, or otherwise address maturing indebtedness could lead to defaults, acceleration, foreclosure on collateral, and potential cross defaults or cross accelerations, any of which could materially adversely affect our business, financial condition, results of operations, cash flows, and ability to service our debt.

The Company's parent holding company, Howard Hughes Holdings Inc., is dependent on the operations and funds of the Company.

The Company’s parent holding company, HHH, has no business operations of its own, and HHH’s only significant assets are the outstanding equity interests of its subsidiaries, including the Company. As a result, HHH relies on cash flows from its subsidiaries, including the Company to meet its financial obligations, including to service any debt obligations that HHH may incur from time to time in the future. Legal and contractual restrictions in agreements governing future indebtedness of the Company, as well as the Company’s financial condition and future operating requirements, may limit the Company’s ability to distribute cash to HHH. If the Company is limited in its ability to distribute cash to HHH, or if the earnings or other available assets of the Company and HHH’s other subsidiaries are not sufficient to pay distributions or make loans to HHH in the amounts or at the times necessary for HHH to meet its financial obligations, then HHH may take actions with respect to the Company that may materially adversely affect the business, financial condition, cash flows, results of operations, and reputation of the Company. Further, the Company does not have control over HHH’s business decisions, and HHH is under no obligation to adopt a business strategy that is favorable to the Company.

We are subject to risks associated with hedging arrangements.

We enter into interest rate swap agreements and other interest rate hedging contracts, including caps and cash settled forward starting swaps, to mitigate or reduce our exposure to interest rate volatility, or to satisfy lender requirements. These agreements expose us to additional risks, including a risk that counterparties of these hedging and swap agreements will not perform. There also could be significant costs and cash requirements involved to fulfill our obligations under a hedging agreement. In addition, our hedging activities may not have the desired beneficial impact on interest rate exposure and have a negative impact on our business, financial condition, and results of operations.

HHC 2025 FORM 10-K | 15


RISK FACTORS			Table of Contents Index to Financial Statements

agreements will not perform. There also could be significant costs and cash requirements involved to fulfill our obligations under a hedging agreement. In addition, our hedging activities may not have the desired beneficial impact on interest rate exposure and have a negative impact on our business, financial condition, and results of operations.

We may not realize the value of our tax assets.

Certain provisions of the Internal Revenue Code could limit our ability to fully utilize certain tax assets if we were to experience a change in control. As of December 31, ~~2024~~2025, we ~~have~~had approximately $~~802~~706.70 million of federal net operating loss carryforwards. If certain change in control events were to occur, the cash flow benefits we might otherwise have received could be decreased.

Inflation has adversely affected us in recent years, and could continue to adversely affect us in future periods, by increasing costs beyond what we can recover through price increases.

In recent years, the U.S. economy has experienced relatively high levels of inflation. Inflation can adversely affect us by increasing costs of land, materials, and labor, which we have experienced in recent years due to higher inflation rates. Although we believe that sources of supply for raw materials and components are generally adequate, it is difficult to predict what effects price increases may have in the future. In addition, significant inflation is often accompanied by higher interest rates, which have a negative impact on demand for homes in our MPCs and demand for our condominium projects, and our ability to refinance existing indebtedness on favorable terms, or at all, due to higher borrowing costs. In an inflationary environment, depending on the homebuilding industry and other economic conditions, we may be precluded from raising land prices enough to keep up with the rate of inflation, which could significantly reduce our profit margins. In recent years we have been experiencing increases in the prices of labor and materials above the general inflation rate. Our inability to offset increasing costs due to inflation through price increases to customers could have a material adverse effect on our results of operations, financial conditions, and cash flows.

Some potential losses are not insured.

We carry comprehensive liability, fire, flood, earthquake, terrorism, extended coverage, and rental loss insurance on all of our properties. We believe the policy specifications and insured limits of these policies are adequate and appropriate. There are some types of losses, including lease and other contract claims, which generally are not insured. If an uninsured loss or a loss in excess of insured limits occurs, we could lose all or a portion of the capital invested in a property, as well as the anticipated future revenue from the property. If this happens, we might remain obligated for any mortgage debt or other financial obligations related to the property.

HHC 2024 FORM 10-K | 15

RISK FACTORS Table of ContentsIndex to Financial Statements


REGULATORY, LEGAL AND ENVIRONMENTAL RISKS

Our development, construction, and sale of condominiums are subject to state regulations and may be subject to claims from the condominium owner’s association at each project.

A portion of our business is dedicated to the development and sale of condominiums. Condominiums are generally regulated by an agency of the state in which they are located or where the condominiums are marketed to be sold. In connection with our development and offering of condominium units for sale, we must submit regulatory filings to various state agencies and engage in an entitlement process by which real property owned under one title is converted into individual units. Responses or comments on our condominium filings may delay our ability to sell condominiums in certain states and other jurisdictions in a timely manner, or at all. Further, we will be required to transfer control of a condominium association’s board of directors once we trigger one of several statutory thresholds, with the most likely triggers being tied to the sale of not less than a majority of units to third-party owners. Transfer of control can result in claims with respect to deficiencies in operating funds and reserves, construction defects, and other condominium-related matters by the condominium association and/or third-party condominium unit owners. Any material claims in these areas could negatively affect our reputation in condominium development and ultimately have a material adverse effect on our business, financial condition, and results of operations.

Development of properties entails a lengthy, uncertain and costly entitlement process.

Approval to develop real property sometimes requires political support and generally entails an extensive entitlement process involving multiple and overlapping regulatory jurisdictions and often requires discretionary action by local governments. Real estate projects must generally comply with local land development regulations and may need to comply with state and federal regulations. We incur substantial costs to comply with legal and regulatory requirements. An increase in legal and regulatory requirements may cause us to incur substantial additional costs, or in some cases cause us to determine that the property is not feasible for development. In addition, our competitors and local residents may challenge our efforts to obtain entitlements and permits for the development of properties. The process to comply with these regulations is usually lengthy and costly, may not result in the approvals we seek and can be expected to materially affect our development activities.

HHC 2025 FORM 10-K | 16


RISK FACTORS			Table of Contents Index to Financial Statements

us to determine that the property is not feasible for development. In addition, our competitors and local residents may challenge our efforts to obtain entitlements and permits for the development of properties. The process to comply with these regulations is usually lengthy and costly, may not result in the approvals we seek and can be expected to materially affect our development activities.

Government regulations and legal challenges may delay the start or completion of the development of our communities, increase our expenses, or limit our homebuilding or other activities.

Various local, state, and federal statutes, ordinances, rules, and regulations concerning building, health and safety, site and building design, environment, zoning, sales, and similar matters apply to and/or affect the real estate development industry. In addition, our ability to obtain or renew permits or approvals and the continued effectiveness of permits already granted or approvals already obtained depends on factors beyond our control, such as changes in federal, state, and local policies, rules, and regulations, and their interpretations and application.

Municipalities may restrict or place moratoria on the availability of utilities, such as water and sewer taps. If municipalities in which we operate take such actions, they could have an adverse effect on our business by causing delays, increasing our costs, or limiting our ability to operate in those municipalities. These measures may reduce our ability to open new MPCs and to build and sell other real estate development projects in the affected markets, including with respect to land we may already own, and create additional costs and administrative requirements, which in turn may harm our future sales, margins, and earnings.

Governmental regulation affects not only construction activities but also sales activities, mortgage lending activities, and other dealings with consumers. Further, government agencies routinely initiate audits, reviews, or investigations of our business practices to ensure compliance with applicable laws and regulations, which can cause us to incur costs or create other disruptions in our business that can be significant. Further, we may experience delays and increased expenses as a result of legal challenges to our proposed communities, whether brought by governmental authorities or private parties.

We may be subject to increased compliance costs to comply with new and contemplated government regulations relating to energy standards and climate change.

A variety of legislation is being enacted, or considered for enactment, at the federal, state, and local levels relating to energy and climate change. This legislation relates to items such as carbon dioxide emissions control and building codes that impose energy efficiency standards. New building code requirements that impose stricter energy efficiency standards could significantly increase our cost to construct buildings. Such environmental laws may affect, for example, how we manage storm water runoff, wastewater discharges, and dust; how we develop or operate on properties on or affecting resources such as wetlands, endangered species, cultural resources, or areas subject to preservation laws; and how we address contamination. As climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and to make compliance more costly. In addition, it is possible that some form of expanded energy efficiency legislation may be passed by the U.S. Congress or federal agencies and certain state legislatures, which may, despite being phased in over time, significantly increase our costs of building MPCs and the sale price to our buyers and adversely affect our sales volumes. We may be required to apply for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law.

HHC 2024 FORM 10-K | 16

RISK FACTORS Table of ContentsIndex to Financial Statements

resources such as wetlands, endangered species, cultural resources, or areas subject to preservation laws; and how we address contamination. As climate change concerns continue to grow, legislation and regulations of this nature are expected to continue and to make compliance more costly. In addition, it is possible that some form of expanded energy efficiency legislation may be passed by the U.S. Congress or federal agencies and certain state legislatures, which may, despite being phased in over time, significantly increase our costs of building MPCs and the sale price to our buyers and adversely affect our sales volumes. We may be required to apply for additional approvals or modify our existing approvals because of changes in local circumstances or applicable law.

Energy-related initiatives affect a wide variety of companies throughout the U.S. and the world. Because our operations are heavily dependent on significant amounts of raw materials, such as lumber, steel, and concrete, energy-related initiatives could have an indirect adverse impact on our operations and profitability to the extent the manufacturers and suppliers of our materials are burdened with expensive cap and trade and similar energy-related taxes and regulations. Noncompliance with environmental laws could result in fines and penalties, obligations to remediate, permit revocations, and other sanctions.

We may be subject to potential costs to comply with environmental laws.

Future development opportunities may require additional capital and other expenditures to comply with laws and regulations relating to the protection of the environment. Under various federal, state, or local laws, ordinances, and regulations, a current or previous owner or operator of real estate may be required to investigate and clean up hazardous or toxic substances released at a property and may be held liable to a governmental entity or to third parties for property damage or personal injuries and for investigation and clean-up costs incurred by the parties in connection with the contamination. These laws often impose liability without regard to whether the owner or operator knew of, or was responsible for, the release of the hazardous or toxic substances. The presence of contamination or the failure to remediate contamination may adversely affect the owner’s ability to sell or lease real estate or to borrow using the real estate as collateral. Other federal, state, and local laws, ordinances, and regulations require abatement or removal of asbestos-containing materials in the event of demolition or certain renovations or remodeling, the cost of which may be substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air. Federal and state laws also regulate the operation and removal of underground storage tanks. In connection with our ownership, operation, and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.

HHC 2025 FORM 10-K | 17


RISK FACTORS			Table of Contents Index to Financial Statements

substantial for certain redevelopments, and also govern emissions of and exposure to asbestos fibers in the air. Federal and state laws also regulate the operation and removal of underground storage tanks. In connection with our ownership, operation, and management of certain properties, we could be held liable for the costs of remedial action with respect to these regulated substances or tanks or related claims.

We cannot predict with any certainty the magnitude of any expenditures relating to environmental compliance or the long-range effect, if any, on our operations. Compliance with such laws has not had a material adverse effect on our operating results or competitive position in the past but could have such an effect on our operating results and competitive position in the future.

Compliance with the Americans with Disabilities Act may be a significant cost for us.

The Americans with Disabilities Act of 1990, as amended (ADA), requires that all public accommodations and commercial facilities, including office buildings, meet certain federal requirements related to access and use by disabled persons. Other federal, state, and local laws may require modifications to or restrict further renovations of our properties with respect to such accesses. Noncompliance with the ADA or similar or related laws or regulations could result in the U.S. government imposing fines or private litigants being awarded damages against us. Such costs may adversely affect our business, financial condition, and results of operations.

Catastrophic events, including climate change, may adversely affect our business.

As a result of climate change, we may experience extreme weather and changes in precipitation and temperature, all of which may result in physical damage or a decrease in demand for our properties located in the areas affected by these conditions. Should the impact of climate change be material in nature or occur for lengthy periods of time, our financial condition or results of operations would be adversely affected. In addition, many state and local governments are adopting or considering adopting regulations requiring that property owners and developers include in their development or redevelopment plans resiliency measures to address climate-change related risks. We may be required to incur substantial costs if such regulations apply to any of our properties. Additionally, COVID-19 disrupted our business and a resurgence of it, or another pandemic, could have a material adverse effect on our business, financial performance and condition, operating results, and cash flows.

HHC 2024 FORM 10-K | 17

RISK FACTORS Table of ContentsIndex to Financial Statements

Water and electricity shortages could have an adverse effect on our business, financial condition, and results of operations.

Drought conditions and increased temperatures in the Phoenix, Arizona and Las Vegas, Nevada, regions could cause our master planned communities in these regions to experience water and electricity shortages. The lack or reduced availability of electricity or water in these regions may make it more difficult or expensive for us to obtain approvals for new developments and could limit, impair or delay our ability to develop or sell, or increase the cost of developing, our land in these master planned communities.

Tax increases and changes in tax rules may adversely affect our financial results.

As a company conducting business with physical operations throughout North America, we are exposed, both directly and indirectly, to the effects of changes in U.S., state, and local tax rules. Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules.


GENERAL RISKS

Loss of key personnel could adversely affect our business and operations.

We depend on the efforts of key executive personnel. The loss of the services of any key executive personnel could adversely affect our business and operations. While we believe we have proper succession planning and are confident we could attract and train new personnel if necessary, this could impose additional costs and hinder our business strategy.

Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations.

Future terrorist attacks in the U.S. or other acts of violence may result in declining economic activity, which could harm the demand for goods and services offered by tenants and the value of our properties and might adversely affect the value of an investment in our securities. Such a resulting decrease in retail demand could make it difficult to renew or re-lease properties at lease rates equal to or above historical rates. Terrorist activities or violence also could directly affect the value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations. To the extent that tenants are affected by future attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of new or redeveloped properties, and limit access to capital or increase the cost of capital.

HHC 2025 FORM 10-K | 18


RISK FACTORS			Table of Contents Index to Financial Statements

value of our properties through damage, destruction or loss, and the availability of insurance for such acts, or of insurance generally, might be lower or cost more, which could increase our operating expenses and adversely affect our financial condition and results of operations. To the extent that tenants are affected by future attacks, their businesses similarly could be adversely affected, including their ability to continue to meet obligations under their existing leases. Any one of these events might decrease demand for real estate, decrease or delay the occupancy of new or redeveloped properties, and limit access to capital or increase the cost of capital.

We are exposed to risks related to the adoption and use of artificial intelligence (AI).

We are subject to various risks associated with the adoption and utilization of AI technologies by both our company and our competitors. The inherent complexity and rapid evolution of AI technology may hinder our ability to effectively implement these capabilities, potentially leading to significant costs without corresponding benefits to our business or customer value. Our AI implementations may result in errors or unintended outcomes due to algorithmic flaws, inadequate training data, or inherent biases, which could expose us to liability and reputational damage. Additionally, we face competitive risks if our adoption of AI or other machine learning technologies is not done timely or as effectively as that of our competitors. AI technology also presents unique challenges related to data privacy, cybersecurity, and ethical considerations, which could impact our business operations. The regulatory landscape is continuously evolving, with new laws and regulations being proposed or enacted by various jurisdictions. Compliance with these diverse requirements could increase our operational costs, and any actual or perceived regulatory violations could subject us to enforcement actions, penalties, and reputational harm. The combined effect of these interrelated risks could materially and adversely affect our business operations, financial condition, and competitive position.

The technologies or models we rely upon may undergo major updates or shifts while our AI features are already live in the market. Such updates could force us to retrain or redeploy our own AI systems at inopportune times, increasing our costs and delaying upgrades or product releases. Furthermore, the vendor might unexpectedly discontinue certain features or stop supporting the version on which our platform depends. Any such mid-deployment disruption could result in downtime, diminished accuracy or usability, and ultimately damage our brand reputation and customer experience.

Item 1B. Unresolved Staff Comments

None.

HHC ~~2024~~2025 FORM 10-K | 1819


CYBERSECURITY			Table of Contents Index to Financial Statements

Item 1C. Cybersecurity

Risk Management and Strategy The HHH cybersecurity program is an enterprise-wide, risk-based program that is designed to support the security, confidentiality, integrity, and availability of our systems and information. We conduct periodic assessments of the cybersecurity program to identify and manage material cybersecurity threats and risks using internal teams and independent third parties. The assessment results are used to develop appropriate cybersecurity controls best practices and risk mitigation strategies, which are then implemented throughout the Company.

We rely on our systems and networks to support our business activities. As some networks and systems are managed by third parties, the HHH cybersecurity program also includes evaluation and monitoring of cybersecurity risks associated with its use of third-party service providers. We also leverage third-party experts and vendors to help manage our cybersecurity program, audit the effectiveness of our existing cybersecurity controls, and make recommendations for improvements and best practices. We utilize a Managed Detection and Response service that provides threat intelligence, technology, and specialist expertise to protect our systems and networks from cyber threats. We require all third parties with access to our information systems or data to maintain industry standard cybersecurity programs and to report actual or suspected security incidents to us.

We employ a range of tools and strategies to mitigate cybersecurity risks and regularly test them for effectiveness. Additionally, we continuously assess and improve our cybersecurity stance by conducting vulnerability scans, internal and external network penetration tests, and by integrating threat intelligence updates. We also have specific tools to provide real time, continuous monitoring and protection of our endpoints. To the extent that our proactive monitoring and testing identifies weakness in our cybersecurity readiness, these weaknesses are tracked and remediated as part of our cybersecurity program. Our employees receive security awareness training at a minimum on an annual basis and are subjected to phishing training and phishing tests throughout the year. Annually, we perform tabletop exercises to test our cybersecurity incident response plan. Our cybersecurity program is aligned with industry standards and best practices such as the National Institute of Standards and Technology Cybersecurity Framework.

As of the date of this report, we are not aware of any material risks from cybersecurity threats that have materially affected or are reasonably likely to materially affect the Company, including our business strategy, results of operations, or financial condition. However, along with all companies of comparable size, we face common cybersecurity threats. These threats include ransomware and denial-of-service, including sophisticated attacks from criminal ransomware groups and nation state actors. Our customers, supply-chain providers, and subcontractors face similar cybersecurity threats, and an incident impacting us or any of these entities could materially adversely affect our business operations.

Governance Management is responsible for measuring and managing cybersecurity risk, specifically the prevention, mitigation, detection, and remediation of cybersecurity incidents as well as the Company’s overall information security strategy, policy, and operations. The cybersecurity program is executed by the Company’s Senior Vice President of IT Governance, Risk, and Compliance, who has over 15 years of cybersecurity experience in overseeing and managing cybersecurity risk. He is also responsible for maintaining and, in the event of an actual or suspected security incident, executing the Company’s incident response plan.

HHH’s Board of Directors’ ~~Technology~~Audit Committee governs and oversees HHH’s cybersecurity program. This includes reviewing the cybersecurity program’s strategy and effectiveness, the cybersecurity landscape and emerging threats, and reports from any cybersecurity events. The ~~Technology~~Audit Committee also oversees cybersecurity and digital strategy and, ~~whenever necessary, will communicate with, or advise management to consult with, the HHH Audit Committee regarding technology, digital, and~~ other innovation-related matters that relate to or affect the Company’s internal control systems. ~~The Technology Committee will actively participate in strategic cybersecurity decisions and will be responsible for approving major initiatives.~~ Management ~~will~~provides ~~provide~~ updates to the ~~Technology~~Audit Committee on a quarterly basis ~~and will continue to provide updates to the full Board of Directors on an annual basis~~. When appropriate, the ~~Technology~~Audit Committee will inform HHH’s Board of Directors on important matters. Furthermore, HHH’s Board of Directors would be notified in accordance with the Company’s incident response plan, of any suspected cyber incidents that may have at least a moderate business impact on the Company.

HHC ~~2024~~2025 FORM 10-K | 1920


PROPERTIES			Table of Contents Index to Financial Statements

Item 2. Properties

Our corporate headquarters is located in The Woodlands, Texas. We also maintain offices at certain of our properties nationwide, including Honolulu, Hawai‘i; Columbia, Maryland; Las Vegas, Nevada; and Scottsdale, Arizona. We believe our present facilities are sufficient to support our operations.


OPERATING ASSETS

In our Operating Assets segment, we own a variety of asset types including approximately 9.23 million square feet of retail and office properties, 5,~~587~~855 wholly and partially owned multifamily units, and wholly and partially owned other properties and investments. Our assets in this segment are primarily located in and around Houston, Texas (The Woodlands and Bridgeland); Columbia, Maryland (Columbia); Las Vegas, Nevada (Summerlin); and Honolulu, Hawai‘i (Ward Village).

The following table summarizes certain metrics of our office assets within our Operating Assets segment as of December 31, ~~2024~~2025:

Office Assets		Rentable Square Feet	% Leased	Annualized Base Rent(thousands) (a)	Annualized Base Rent Per Square Foot (a)	Effective Annual Rent (thousands) (b)	Effective Annual Rent per Square Foot (b)	Year Built /Acquired / Redeveloped
The Woodlands
One Hughes Landing		201,268	7978%	$32,~~682~~524	$2916.3599	$53,~~406~~681	$4324.0978	2013
Two Hughes Landing		200,255	8661%	42,~~332~~799	2723.0236	64,~~583~~324	4136.0609	2014
Three Hughes Landing		325,810	9998%	79,~~543~~049	2428.4348	1013,~~927~~626	3542.4088	2016
1725 Hughes Landing Boulevard		340,611	5569%	23,~~818~~430	1916.8140	4,~~315~~885	3023.3435	2015
1735 Hughes Landing Boulevard		319,456	~~100~~95%	8,~~365~~071	26.1871	1211,~~204~~996	3839.2070	2015
2201 Lake Woodlands Drive	(c)	22,259	~~100~~—%	~~482~~—	~~21.67~~—	~~940~~—	~~42.24~~—	2011
Lakefront North		258,058	98100%	7,~~194~~425	28.4977	11,~~606~~881	4546.9604	2018
8770 New Trails	(c)	180,000	100%	—	—	—	—	2020
9303 New Trails		98,283	5351%	~~886~~1,102	1721.5698	1,~~578~~767	3135.2725	2011
3831 Technology Forest Drive		106,104	~~100~~93%	21,~~491~~960	2319.4894	3,~~928~~092	3731.0246	2014
The Woodlands Towers at The Waterway		1,395,599	100%	4345,~~588~~024	3132.7043	6569,~~040~~213	4749.3185	2019
Waterway Plaza II		141,763	55%	1,678	24.76	2,446	36.09	2024
3 Waterway Square		227,617	91%	3,200	15.51	4,872	23.62	2013
3 Waterway Square		227,617	91%	5,496	26.65	8,313	40.30	2013
4 Waterway Square		217,952	90%	804	4.73	1,242	7.32	2011
4 Waterway Square		217,952	90%	5,488	28.09	8,560	43.81	2011
6 Waterway	(d)	141,763	82%	1,887	23.29	2,757	34.01	2024
1400 Woodloch Forest		94,931	85%	2,~~577~~636	32.1285	2,~~764~~846	3435.4548	2011
		4,129,966
Bridgeland
One Bridgeland Green		49,502	80%	568,544	43.27	824,774	62.77	2025
		49,502
Columbia
Columbia Office Properties		67,066	72%	1,~~329~~302	27.6105	1,~~528~~517	31.7451	2004 / 2007
10285 Lakefront Medical Office		85,380	4850%	~~208~~1,063	4124.5077	~~241~~1,469	4834.21	2024
One Mall North		99,806	4837%	1,~~493~~190	31.3681	1,~~653~~329	3435.7252	2016
One Merriweather		209,~~959~~950	94%	78,~~813~~151	3941.4718	8,~~150~~656	4143.1773	2017
Two Merriweather		124,639	9296%	34,~~970~~496	3742.8954	4,~~109~~649	3943.2398	2017
6100 Merriweather		326,237	98%	811,~~702~~809	3840.5056	812,~~981~~176	3941.7382	2019
Merriweather Row		925,584	74%	1718,~~115~~890	2728.2181	1719,~~753~~670	2830.2300	2012 / 2014
		1,838,671
		1,838,662
Summerlin
Aristocrat	(c)	181,534	100%	—	—	—	—	2018
Meridian	~~(d)~~	147,602	1746%	—877	—34.20	—877	—34.20	2024
1700 Pavilion		265,898	9294%	811,~~934~~654	3747.2957	912,~~090~~137	3749.9554	2022
One Summerlin		207,292	9085%	87,~~234~~794	44.7974	8,~~704~~187	47.3400	2015
Two Summerlin		147,139	100%	5,~~119~~984	3740.3667	56,~~632~~472	4143.1098	2018
		949,465
Total		6,~~918~~967,~~102~~595

(a)Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property ~~for~~at December 31, ~~2024~~2025, multiplied by 12. Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, ~~2024~~2025, divided by the average occupied square feet.

HHC 2025 FORM 10-K | 21


PROPERTIES			Table of Contents Index to Financial Statements

(b)Effective Annual Rent includes base minimum rent and common area maintenance recovery revenue. Effective Annual Rent Per Square Foot is the Effective Annual Rent divided by the average occupied square feet.

(c)These properties are ~~build-to-suit projects~~ entirely leased by a single tenant. Therefore, the Annualized Base Rent and Effective Annual Rent details have been excluded for competitive reasons. The lease for the single tenant at 2201 Lake Woodlands Drive expired in December 2025.

(d)~~Meridian~~In ~~was placed in service during 2024~~2025, ~~and~~this noproperty ~~tenants~~was ~~have~~rebranded ~~taken~~to ~~occupancy~~6 asWaterway of(formerly ~~December 31,~~Waterway ~~2024.~~Plaza ~~Therefore, the Annualized Base Rent and Effective Annual Rent details are not yet applicable for this property~~II).

~~HHC~~The ~~2024~~following ~~FORM~~table ~~10-K | 20~~summarizes certain metrics of our retail properties within the Operating Assets segment as of December 31, 2025, and does not include any retail square footage in our multifamily assets:


Retail Properties		Rentable Square Feet	% Leased	Annualized Base Rent (thousands) (a)	Annualized Base Rent Per Square Foot (a)	Year Built / Acquired / Redeveloped
The Woodlands
Creekside Park West		72,976	100%	$2,104	$31.76	2019
Grogan’s Mill Retail		31,363	68%	445	30.19	2025
Hughes Landing Retail		125,721	96%	4,419	39.00	2015
1701 Lake Robbins		12,376	100%	551	44.49	2014
20/25 Waterway Avenue		51,688	100%	1,705	37.85	2011
Waterway Square Retail		21,513	100%	876	40.83	2011
		315,637
Bridgeland
Village Green at Bridgeland Central		27,944	90%	661	32.33	2024

Columbia
Color Burst Park Retail		12,410	100%	588	47.42	2020
Rouse Building		89,199	100%	2,285	25.62	2014
		101,609
Summerlin
Downtown Summerlin	(b)	801,010	100%	25,585	38.95	2014 / 2015
Summerlin Grocery Anchored Center		67,147	85%	1,652	28.86	2024
		868,157

Ward Village
Ward Village Retail - Pending Redevelopment		336,616	79%	6,225	23.46	2002
Ward Village Retail - New or Renovated		500,015	84%	19,268	45.64	2012 - 2023
		836,631



Total		2,149,978

(a)Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property at December 31, 2025, multiplied by 12. Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, 2025, divided by the average occupied square feet.

(b)Excludes 381,767 square feet of anchors and 39,700 square feet of additional office space above our retail space.

HHC 2025 FORM 10-K | 22


PROPERTIES			Table of Contents Index to Financial Statements

The following ~~table~~tables ~~summarizes~~summarize certain metrics of our ~~retail~~multifamily ~~properties within the~~ Operating Assets ~~segment~~ as of December 31, ~~2024, and does not include any retail square footage in our multifamily assets~~2025:

Retail Properties		Rentable Square Feet	% Leased		Annualized Base Rent(thousands) (a)	Annualized Base Rent Per Square Foot (a)	Year Built / Acquired / Redeveloped
Multifamily Assets		Ownership %	Units	Retail Square Feet	% Units Leased	Average Monthly Rate Per Unit	Average Monthly Rate Per Square Foot	Year Built / Acquired / Redeveloped
The Woodlands
Creekside Park West		72,976	97%		$2,066	$30.33	2019
Creekside Park		100%	292	—	92%	$1,845	$1.88	2018
Hughes Landing Retail		125,721	92%		4,310	37.12	2015
Creekside Park The Grove		100%	360	—	94%	1,789	1.82	2021
1701 Lake Robbins		12,376	100%		542	43.77	2014
One Lakes Edge		100%	390	22,971	94%	2,478	2.51	2015
20/25 Waterway Avenue		51,543	87%		1,696	37.65	2011
Two Lakes Edge		100%	386	11,415	94%	2,843	2.85	2020
Waterway Square Retail		21,513	100%		863	40.22	2011
Millennium Six Pines		100%	314	—	90%	2,015	2.10	2016
		284,129
Millennium Waterway		100%	393	—	92%	1,838	2.04	2012
Bridgeland
The Lane at Waterway		100%	163	—	90%	2,620	2.38	2020
Village Green at Bridgeland Central	(b)	27,908	73%		—	—	2024
1 Riva Row		100%	268	—	28%	4,298	3.75	2025
Columbia
Bridgeland
Color Burst Park Retail		12,410	100%		576	46.38	2020
Lakeside Row		100%	312	—	92%	1,909	1.94	2019
Rouse Building		89,199	100%		2,930	32.84	2014
Starling at Bridgeland		100%	358	—	91%	1,980	2.03	2022
		101,609
Wingspan		100%	263	—	89%	2,542	2.03	2023
Summerlin
Columbia
Downtown Summerlin	(c)	803,170	99%		25,373	38.43	2014 / 2015
Juniper		100%	382	55,677	96%	2,526	2.83	2020
Summerlin Grocery Anchored Center	(b)	67,000	77%		—	—	2024
Marlow		100%	472	32,607	87%	2,414	3.09	2022
		870,170
The Metropolitan		50%	380	13,591	96%	2,382	2.52	2015
Ward Village
TEN.m.flats		50%	437	28,026	97%	2,439	2.75	2018
Ward Village Retail - Pending Redevelopment		357,376	92%		8,105	24.71	2002
Summerlin
Ward Village Retail - New or Renovated		500,015	92%		20,531	44.89	2012 - 2023
Constellation		100%	124	—	95%	2,562	2.29	2017
		857,391
Tanager		100%	267	—	100%	2,468	2.54	2019
Total		2,141,207
Tanager Echo		100%	294	—	96%	2,662	3.04	2023
Total			5,855	164,287

~~(a)Annualized~~The ~~Base~~following ~~Rent~~tables issummarize ~~calculated~~certain asmetrics ~~the~~of ~~monthly~~our ~~Base~~other ~~Minimum~~Operating ~~Rent~~Assets ~~for~~as ~~the~~of ~~property for~~ December 31, ~~2024, multiplied by 12. Annualized Base Rent Per Square Foot is the Annualized Base Rent for the property at December 31, 2024, divided by the average occupied square feet.~~ 2025:

(b)These properties were placed in service during the fourth quarter of 2024, and no tenants have taken occupancy as of December 31, 2024. Therefore, the Annualized Base Rent and Effective Annual Rent details are not yet applicable.

Other Assets

Ownership %

Asset Type

Size

% Leased

Year Built / Acquired / Redeveloped

The Woodlands

Hughes Landing Daycare

100%

Other

N/A

2019

Houston Ground Leases

100%

Ground lease

N/A

Various

Stewart Title of Montgomery County, TX

50%

Title Company

N/A

—

The Woodlands Warehouse

100%

Warehouse

125,801 sq ft

100%

2019

Woodlands Sarofim

20%

Industrial

N/A

late 1980s

Summerlin

Hockey Ground Lease

100%

Ground lease

N/A

2017

Summerlin Hospital Medical Center

Hospital

N/A

1997

Ward Village

Kewalo Basin Harbor

100%

Marina

55 acres

N/A

2019

Other

Columbia Ground Leases

100%

Ground lease

N/A

2024

Parking Garages (a)

100%

Garage

9,696 spaces

N/A

Various

(c)Excludes 381,767 square feet of anchors and 39,700 square feet of additional office space above our retail space.

HHC 2024 FORM 10-K | 21

PROPERTIES Table of ContentsIndex to Financial Statements

The following tables summarize certain metrics of our multifamily Operating Assets as of December 31, 2024:

Multifamily Assets	Ownership %	Units	Retail Square Feet	% Units Leased	Average Monthly Rate Per Unit	Average Monthly Rate Per Square Foot	Year Built / Acquired / Redeveloped
The Woodlands
Creekside Park	100%	292	—	93%	$1,845	$1.88	2018
Creekside Park The Grove	100%	360	—	95%	1,789	1.82	2021
One Lakes Edge	100%	390	22,971	95%	2,477	2.51	2015
Two Lakes Edge	100%	386	11,415	97%	2,862	2.87	2020
Millennium Six Pines	100%	314	—	96%	2,015	2.10	2016
Millennium Waterway	100%	393	—	96%	1,837	2.04	2012
The Lane at Waterway	100%	163	—	96%	2,620	2.38	2020
Bridgeland
Lakeside Row	100%	312	—	95%	1,909	1.94	2019
Starling at Bridgeland	100%	358	—	96%	1,980	2.03	2022
Wingspan	100%	263	—	52%	2,542	2.03	2023
Columbia
Juniper	100%	382	55,677	96%	2,612	2.93	2020
Marlow	100%	472	32,607	72%	2,057	2.63	2022
The Metropolitan	50%	380	13,591	98%	2,201	2.33	2015
TEN.m.flats	50%	437	28,026	96%	2,193	2.47	2018
Summerlin
Constellation	100%	124	—	99%	2,564	2.29	2017
Tanager	100%	267	—	96%	2,474	2.54	2019
Tanager Echo	100%	294	—	79%	2,662	3.04	2023
Total		5,587	164,287

The following tables summarize certain metrics of our other Operating Assets as of December 31, 2024:

Other Assets

Ownership %

Asset Type

Size

% Leased

Year Built / Acquired / Redeveloped

The Woodlands

Hughes Landing Daycare

100%

Other

N/A

2019

Houston Ground Leases

100%

Ground lease

N/A

Various

Stewart Title of Montgomery County, TX

50%

Title Company

N/A

—

The Woodlands Warehouse

100%

Warehouse

125,801 sq ft

100%

2019

Woodlands Sarofim

20%

Industrial

129,790 sq ft

84%

late 1980s

Summerlin

Hockey Ground Lease

100%

Ground lease

N/A

2017

Summerlin Hospital Medical Center

Hospital

N/A

1997

Ward Village

Kewalo Basin Harbor

100%

Marina

55 acres

N/A

2019

Other

Columbia Ground Leases

100%

Ground lease

N/A

2024

Parking Garages (a)

100%

Garage

9,696 spaces

N/A

Various

(a)Includes parking garages in The Woodlands, Columbia, and Ward Village.

HHC ~~2024~~2025 FORM 10-K | 2223


PROPERTIES			Table of Contents Index to Financial Statements

The following table summarizes our Operating Assets segment lease expirations:

$ in thousands	Number of Expiring Leases (a)	Total Square Feet Expiring	Total Annualized Base Rent Expiring		% of Total Annual Gross Rent Expiring
Year	~~Number of Expiring Leases (a)~~	~~Total Square Feet Expiring~~	~~Total Annualized Base Rent Expiring~~		~~% of Total Annual Gross Rent Expiring~~
2025	130	529,435	$	23,928	6.1	%
2026	106	426,562	$	17,332	4.2	%
2026	111	539,939	22,812		5.8	%
2027	124	1,017,147	43,550		10.7	%
2027	98	950,314	40,102		10.1	%
2028	93	578,094	28,422		6.9	%
2028	84	560,674	27,205		6.9	%
2029	92	834,163	42,334		10.4	%
2029	84	811,493	40,992		10.4	%
2030	87	918,064	47,772		11.7	%
2030	70	858,520	43,529		11.0	%
2031	58	543,220	27,574		6.7	%
2031	39	433,450	23,112		5.9	%
2032	44	1,292,975	68,058		16.7	%
2032	33	1,210,763	63,775		16.1	%
2033	43	709,240	36,225		8.9	%
2033	32	575,186	29,303		7.4	%
2034	31	411,409	21,250		5.2	%
2034	35	429,427	22,245		5.6	%
2035	51	559,942	23,664		5.8	%
2035+	71	1,193,292	58,198		14.7	%
2036+	60	887,940	52,289		12.8	%
Total	~~787~~789	8,~~092~~178,~~493~~756	$	~~395~~408,~~201~~470	100.0	%

(a)Excludes leases with an initial term of 12 months or less.

HHC ~~2024~~2025 FORM 10-K | 2324


PROPERTIES			Table of Contents Index to Financial Statements


MASTER PLANNED COMMUNITIES

Our MPCs are located in and around Houston, Texas; Las Vegas, Nevada; and Phoenix, Arizona and are summarized in the following table as of December 31, ~~2024~~2025:

Total Gross

Approx. No.

Remaining Saleable Acres

Estimated Price Per Acre (thousands) (b)

Projected Community Sell-Out Date

Projected Cash Margin (c)

Community

Location

Acres (a)

Residents

Residential

Commercial

Residential

Commercial

Residential

Commercial

Residential

Bridgeland

Cypress, TX

11,506

2629,000

1,~~400~~234

1,~~075~~093

$~~580~~662

$~~763~~767

~~2033~~2032

2046

8789%

Summerlin

Las Vegas, NV

22,500

~~130~~132,000

21,~~443~~978

~~473~~494

1,~~633~~719

1,~~404~~378

2043

2039

8281%

Teravalis

Phoenix, AZ

33,810

—

15,~~804~~908

10,531

~~791~~832

206

2086

7681%

The Woodlands (d)

The Woodlands, TX

28,545

124,800

3464

~~728~~685

N/A

~~981~~1,020

~~2027~~2031

2034

9796%

The Woodlands Hills

Conroe, TX

2,055

3,~~230~~793

~~681~~624

~~173~~181

~~356~~391

~~523~~511

~~2032~~2035

2032

9087%

Total

98,416

~~284~~289,~~030~~593

2019,~~362~~808

12,~~980~~984

Floreo (e)

Phoenix, AZ

3,029

—35

~~715~~1,061

~~571~~116

~~777~~836

~~180~~335

~~2033~~2038

~~2036~~2032

4252%

(a)Encompasses ~~all of~~ the land located within the borders of the master planned community, including parcels already sold, saleable parcels, and non-saleable areas such as roads, parks and recreation areas, conservation areas, and parcels acquired during the year (if any).

(b)Residential and commercial pricing represents the Company's estimate of price per acre that will be achieved in ~~2025~~2026 per its land models. For Summerlin, this estimate excludes an anticipated bulk sale. For bulk sales, the Company does not incur the usual development costs associated with superpad sales, resulting in a lower price per acre.

(c)Projected cash gross margin represents the net cash margin expected to be received in the future and includes all future projected revenues less all remaining future projected cash development costs. The projected cash gross margin does not include remaining historical development costs incurred to date. Gross margin for each MPC may vary from period to period based on the locations of the land sold and the related costs associated with developing the land sold.

(d)The Woodlands residential land development is nearing completion.

(e)The Company owns a 50% interest in this unconsolidated venture, however the data above is presented at 100%. See below for additional detail.


The Summit

Within our Summerlin MPC, an exclusive luxury community named The Summit is being developed and managed through a joint venture with Discovery Land Company, a leading developer of luxury communities and private clubs. The original 555-acre community, which is expected to ~~include~~consist of approximately 245 homes and 32 condominiums, is nearing completion. In 2022, the Company contributed an additional 54 acres to The Summit adjacent to the existing Summit community to develop approximately 28 custom home sites. See Item 7. Management’s Narrative Analysis of Results of Operations and Note 3 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for further details.


Floreo

Floreo, the first village to be developed in our Teravalis MPC, is being developed and managed through a 50% joint venture. The 3,029-acre village is located in the greater Phoenix, Arizona area and is expected to consist of approximately 5,000 residential lots, commercial sites, as well as a planned business park. ~~The~~In ~~first~~late ~~land~~2025, ~~sales~~the ~~closed~~Company inwelcomed the first ~~quarter~~residents and celebrated the grand opening of ~~2024~~the community. See Item 7. Management’s Narrative Analysis of Results of Operations and Note 3 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for further details.

HHC ~~2024~~2025 FORM 10-K | 2425


PROPERTIES			Table of Contents Index to Financial Statements


STRATEGIC DEVELOPMENTS

We continue to plan, develop, and hold or seek development rights for unique properties primarily in Ward Village, The Woodlands, Bridgeland, Summerlin, Columbia, and Teravalis. We continue to execute our strategic plans for developing several of these assets with construction either actively underway or pending. Strategic Developments are transferred into our Operating Assets segment when the asset is placed in service.

The following table summarizes our Strategic Developments projects under construction as of December 31, ~~2024~~2025:

$ in thousands

Asset Type

Location

Size (a)

Total Estimated Cost (b)

Estimated Completion

Estimated Stabilization Date

Strategic Developments Under Construction

Bridgeland

One Bridgeland Green

Office

Cypress, TX

49,501 sq ft

$35,365

Q2 2025

2028

Memorial Hermann Medical Office

Office

Cypress, TX

50,895 sq ft

$23,661

Q2 2026

2029

The Woodlands

Grogan’s Mill Retail

Retail

The Woodlands, TX

38,378 sq ft

8,583

Q2 2025

2028

7 Waterway (c)

Office

The Woodlands, TX

186,369 sq ft

39,181

Q2 2026

2029

Grogan’s Mill Library and Community Center (c)

Other

The Woodlands, TX

53,863 sq ft

16,498

Q2 2025

N/A

1 Riva Row

Multifamily

The Woodlands, TX

268 units

155,997

Q4 2025

2028

Condominiums

Under Construction

Kalae

Condominium

Honolulu, HI

329 units / 2,000 sq ft

623,745

~~2027~~2028

N/A

The Park Ward Village

Condominium

Honolulu, HI

545 units / 26,800 sq ft

613,807

Q2 2026

N/A

Ulana Ward Village

Condominium

Honolulu, HI

696 units / 32,100 sq ft

402,914

Q4 2025

N/A

The Ritz-Carlton Residences

Condominium

The Woodlands, TX

111 units / 5,800 sq ft

369,465

2027

N/A

Completed and Sold Out

‘A‘ali‘i

Condominium

Honolulu, HI

750 units / 11,175 sq ft

~~386~~390,~~405~~138

Completed

N/A

Ae`o

Condominium

Honolulu, HI

465 units / 70,800 sq ft

430,086

Completed

N/A

Anaha

Condominium

Honolulu, HI

317 units / 16,048 sq ft

403,796

Completed

N/A

Ke Kilohana

Condominium

Honolulu, HI

423 units / 28,386 sq ft

217,318

Completed

N/A

Kō'ula

Condominium

Honolulu, HI

565 units / 36,995 sq ft

~~484~~481,~~238~~302

Completed

N/A

Victoria Place

Condominium

Honolulu, HI

349 units

536,155

Completed

N/A

Ulana Ward Village (d)

Condominium

Honolulu, HI

696 units / 32,100 sq ft

402,914

Completed

N/A

Waiea

Condominium

Honolulu, HI

177 units / 7,716 sq ft

542,717

Completed

N/A

Victoria Place

Condominium

Honolulu, HI

349 units

539,017

Completed

N/A

Waiea

Condominium

Honolulu, HI

177 units / 7,716 sq ft

542,631

Completed

N/A

(a)For condominium units and multifamily assets, square feet represents ground floor retail space whereas units represents residential units for sale or rent.

(b)As of December 31, ~~2024~~2025, total estimated cost remaining to be spent on these properties was $1857.49 ~~billion~~million, of which $~~229~~180.19 million is expected to be funded by HHH with the remaining cost to be funded with existing construction loans and condominium buyer deposits.

(c)The ~~Grogan’s~~Company ~~Mill~~acquired ~~Library~~this ~~and~~office ~~Community~~property ~~Center is being developed~~ in ~~connection~~the ~~with~~second aquarter ~~land~~of ~~swap~~2025 ~~agreement~~for ~~entered~~$16.3 ~~into with Montgomery County~~million, ~~Texas.~~and ~~Upon~~commenced ~~completion~~a ofredevelopment ~~construction,~~project ~~the~~in ~~Company will transfer~~ the ~~Grogan's~~third ~~Mill~~quarter ~~Library~~of ~~and~~2025. ~~Community~~Total ~~Center~~estimated tocost ~~Montgomery County in exchange~~ for ~~land~~7 ~~parcels~~Waterway ~~elsewhere~~is ininclusive ~~The~~of ~~Woodlands.~~acquisition, Asclosing, ~~such~~redevelopment, aand ~~stabilization~~tenant ~~date~~lease-up ~~is not applicable to this development project~~costs.

~~HHC~~(d)The ~~2024~~Company ~~FORM~~completed ~~10-K~~construction at Ulana in November 2025. However, landlord work is still ongoing for the retail section of the property as of December 31, 2025. The retail space is expected to be placed in service as leases are executed. ~~| 25~~

HHC 2025 FORM 10-K | 26


PROPERTIES			Table of Contents Index to Financial Statements

The following table summarizes future Strategic Developments projects as of December 31, ~~2024~~2025:

	Location	Size
Future Strategic Developments Rights or Pending Construction
Columbia
Lakefront District (a)	Columbia, MD	1,914,000 sq ft
The Woodlands
2000 Woodlands Parkway (b)	The Woodlands, TX	7,900 sq ft
2000 Woodlands Parkway (a)	The Woodlands, TX	7,900 sq ft
Ward Village
‘Ilima (b)	Honolulu, HI	148 units / 5,000 sq ft
The Launiu (c)	Honolulu, HI	485 units / 10,000 sq ft
Melia (b)	Honolulu, HI	220 units / 6,000 sq ft
Other
West End Alexandria (d)	Alexandria, VA	41 acres
Commercial Land
Columbia
Columbia Commercial Land (e)(f)	Columbia, MD	96 acres
Columbia Commercial Land (e)	Columbia, MD	99 acres
Merriweather District (e)	Columbia, MD	16 acres
Merriweather District (e)(f)	Columbia, MD	26 acres
Ward Village
Ward Commercial Land (e)	Honolulu, HI	76 acres

(a)~~Represents~~2000 ~~remaining~~Woodlands ~~square~~Parkway ~~footage~~was ~~approved~~transferred ~~for~~to ~~new~~Strategic ~~mixed-use~~Developments ~~development~~ in ~~the~~2023. ~~Lakefront~~The ~~District~~Company ~~which~~expects ~~will~~to ~~include~~execute ~~office,~~a ~~retail~~new lease in 2026, and ~~residential~~transfer ~~assets~~the property back to Operating Assets.

(b)~~2000~~We ~~Woodlands~~launched ~~Parkway~~pre-sales ~~was~~for ~~transferred~~these tocondominiums ~~Strategic~~in ~~Developments~~June in2025, ~~the~~and ~~fourth~~as ~~quarter~~of December 31, 2025 we have entered into contracts for 51% of ~~2023~~the total units at ‘Ilima and is65% ~~currently~~of ~~pending~~the ~~redevelopment~~total units at Melia.

(c)WeAs ~~have launched presales for our next condominium tower, The Launiu and as~~ of December 31, ~~2024~~2025, we have entered into contracts for ~~283~~346 units at The Launiu, representing ~~58.4~~71% of total units. Construction is expected to begin in ~~2025.~~early 2026.

(d)Represents acreage owned through a joint venture.

(e)Represents land acquired or transferred to the Strategic Developments segment for future development, excluding acreage related to assets that are now in service in our Operating Assets segment or related to completed or under construction condominium towers.

(f)~~Columbia~~Includes ~~residential~~acreage ~~land~~from ~~development~~the isLakefront ~~complete~~District ~~and~~development ~~the~~that ~~sale~~is ofnow ~~remaining~~considered ~~land~~a orpart ~~development~~ of ~~additional~~Merriweather ~~commercial~~District ~~assets~~following ~~will~~rebranding ~~occur~~efforts asfor the ~~market dictates~~area.

HHC ~~2024~~2025 FORM 10-K | 2627


OTHER INFORMATION			Table of Contents Index to Financial Statements

Item 3. Legal Proceedings

We, as part of our normal business activities, are a party to a number of legal proceedings. Management periodically assesses our liabilities and contingencies in connection with these matters based upon the latest information available. We disclose material pending legal proceedings pursuant to Securities and Exchange Commission rules and other pending matters as we may determine to be appropriate. As of December 31, ~~2024~~2025, management believes that any monetary liability or financial impact of claims or potential claims to which we might be subject after final adjudication of any legal procedures would not be material to our financial position or our results of operations. See Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for further discussion.

Item 4. Mine Safety Disclosure

Not applicable.

HHC ~~2024~~2025 FORM 10-K | 2728


OTHER INFORMATION			Table of Contents Index to Financial Statements


PART II

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

All of the Company’s common stock, par value $0.01 per share, is owned by Howard Hughes Holdings Inc., and there is no market for the Company’s common stock.

Item 6. [Reserved]

HHC ~~2024~~2025 FORM 10-K | 2829


MANAGEMENT’S NARRATIVE ANALYSIS			Table of Contents Index to Financial Statements

Item 7. Management’s Narrative Analysis of Results of Operations

The following discussion should be read in conjunction with our Consolidated Financial Statements and the related notes filed as a part of this Annual Report on Form 10-K (Annual Report). This discussion contains forward-looking statements that involve risks, uncertainties, assumptions, and other factors, including those described in Part I, Item 1A. Risk Factors and elsewhere in this Annual Report. These factors and others not currently known to us could cause our financial results in ~~2024~~2025 and subsequent fiscal years to differ materially from those expressed in, or implied by, those forward-looking statements. You are cautioned not to place undue reliance on this information which speaks only as of the date of this report. We are not obligated to update this information, whether as a result of new information, future events or otherwise, except as may be required by law.

This section of our Annual Report discusses ~~2024~~2025 and ~~2023~~2024 items and year-to-year comparisons between ~~2024~~2025 and ~~2023~~2024. Discussion of ~~2022~~2023 and year-to-year comparisons between ~~2023~~2024 and ~~2022~~2023 that are not included in this Annual Report can be found in Part II, Item 7. Management’s Narrative Analysis of Results of Operations of The Howard Hughes Corporation’s (HHC or the Company) Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

All references to numbered Notes are to specific Notes to our Consolidated Financial Statements included in this Annual Report and which descriptions are incorporated into the applicable response by reference.

Index			Page
Overview			3031
Results of Operations			3132
Operating Assets			3132
Master Planned Communities			3334
Strategic Developments			3839
Corporate Income, Expenses, and Other Items			4142

HHC ~~2024~~2025 FORM 10-K | 2930


MANAGEMENT’S NARRATIVE ANALYSIS OVERVIEW			Table of Contents Index to Financial Statements


OVERVIEW

~~Seaport~~General ~~Entertainment Spinoff~~Overview OnRefer ~~July~~to ~~31,~~Item ~~2024,~~1. ~~the~~Business ~~spinoff~~for ofa ~~Seaport~~general ~~Entertainment~~discussion ~~Group~~of ~~Inc.~~our business strategy and ~~its~~a ~~subsidiaries~~general ~~(Seaport~~description ~~Entertainment~~of orthe ~~SEG)~~assets ~~was~~contained ~~completed.~~in ~~SEG~~our ~~included~~three ~~Howard~~business ~~Hughes~~segments ~~Holdings,~~and ~~Inc~~Item 2.’s ~~(HHH)~~Properties ~~entertainment-related~~for ~~assets~~details inregarding ~~New~~the ~~York~~asset ~~and~~type, ~~Las~~size, ~~Vegas~~location, ~~including~~and ~~the~~key ~~Seaport~~metrics inabout ~~Lower~~our ~~Manhattan,~~various ~~the~~properties. ~~Las~~Changes ~~Vegas~~for ~~Aviators~~monetary ~~Triple-A~~amounts ~~Minor~~between ~~League~~periods ~~Baseball~~presented ~~team~~are ~~and~~calculated ~~the~~based ~~Las~~on ~~Vegas~~the ~~Ballpark,~~amounts asin ~~well~~thousands asof ~~the~~dollars ~~Company’s~~stated ~~ownership~~in ~~stake~~our inconsolidated ~~Jean-Georges~~financial ~~Restaurants~~statements and ~~other~~then ~~partnerships,~~rounded ~~and~~to anthe ~~interest~~nearest inmillion. ~~and~~Therefore, tocertain ~~80%~~changes ofmay ~~the~~not ~~air~~recalculate ~~rights~~based ~~above~~on the ~~Fashion~~amounts ~~Show~~rounded ~~Mall~~to inthe ~~Las~~nearest ~~Vegas~~million.

~~Under~~In ~~the~~2025, ~~terms~~Howard ofHughes Holdings Inc. (HHH), the ~~separation~~Company’s parent, ~~each~~began ~~stockholder~~executing ~~who~~a ~~held~~long-term strategy to transition from a pure-play real estate company to a diversified holding company. In December 2025, HHH ~~common~~announced ~~stock~~that asit ofhad ~~the~~entered ~~close~~into a definitive agreement to acquire 100% of ~~business~~Vantage onGroup ~~July~~Holdings 29Ltd. (Vantage), ~~2024~~a privately held specialty insurance and reinsurance company, for cash consideration of approximately $2.1 billion. The transaction remains subject to regulatory approvals and other customary closing conditions, and is expected to close in the ~~record~~second ~~date~~quarter ~~for~~of 2026. To support the ~~distribution~~funding of the acquisition, ~~received~~HHH ~~one~~also ~~share~~entered ofinto ~~SEG~~an ~~common~~equity ~~stock~~commitment ~~for~~letter ~~every~~with ~~nine~~Pershing ~~shares~~Square Holdings, Ltd. under which Pershing Square committed to purchase up to $1.0 billion of HHH’s ~~common~~preferred stock, ~~held~~prior asto and contingent upon the closing of the ~~close~~Vantage acquisition. The interest in Vantage will be purchased by a wholly owned subsidiary of ~~business~~HHH onand ~~such~~will ~~date~~not be part of the HHC ownership structure. ~~SEG~~The ~~common~~transaction ~~stock~~is ~~began~~expected ~~trading~~to onbe funded with the ~~NYSE~~$1.0 billion ~~American~~of proceeds from the preferred stock ~~exchange~~issuance and $1.2 billion of cash on ~~August~~hand, 1of which approximately $900 million of cash is currently held at HHH, ~~2024~~and the remainder is held at HHC. Upon completion of the transaction, ~~under~~HHC will continue investing in its core real estate operations, and expects to contribute excess cash generated from its real estate operations to support the ~~symbol~~growth ~~“SEG”~~of the HHH’s new insurance subsidiary.

As2025 ~~the~~Results During ~~spinoff~~2025, ofwe ~~SEG~~delivered ~~represents~~exceptional ~~a strategic shift in the Company’s operations, the~~ results ofacross ~~SEG~~our ~~are~~core ~~presented~~business aslines. ~~discontinued~~Operating ~~operations~~Assets ~~for~~net ~~all~~operating ~~periods~~income ~~throughout~~(NOI) ~~this~~and ~~Annual~~Master ~~Report.~~Planned ~~See~~Communities ~~Note~~(MPC) 2earnings -before ~~Discontinued~~taxes ~~Operations~~(EBT) inboth ~~the~~reached ~~Notes~~record tohighs, ~~Consolidated~~while ~~Financial~~our ~~Statements~~condo ~~under~~and ~~Item~~strategic 8development ofactivities ~~this~~extended ~~Annual~~the ~~Report~~runway for ~~additional~~future ~~information~~growth.

~~Pershing Square Proposals~~ In ~~August~~our ~~2024~~MPCs, ~~Pershing~~we ~~Square~~continued ~~announced its intent~~ to ~~evaluate~~experience ~~the~~heightened ~~possibility~~demand ofand ~~various~~home ~~potential~~builder ~~alternatives~~interest ~~with~~for ~~respect~~new toland ~~its~~parcels. ~~investment~~As ina ~~the HHH~~result, ~~including~~MPC aEBT ~~possible~~increased ~~transaction~~36% ~~in which it (either alone or together with one or more potential co~~year-~~investors)~~over-year, ~~might~~driven ~~acquire all or substantially all of the shares of common stock in HHH not owned~~ by ~~Pershing Square and its affiliates, and in connection therewith take HHH private. Following this announcement, our board of directors formed~~ a ~~committee~~new ~~(Special~~full-year ~~Committee),~~record ~~composed~~number of ~~independent~~residential ~~directors~~acres ~~to review any proposal by Pershing Square~~sold.

~~Following~~In ~~the~~Operating ~~August 2024 announcement~~Assets, ~~Pershing~~we ~~Square~~delivered ~~has~~another ~~engaged~~full-year inNOI ~~additional~~record, ~~communications~~outpacing ~~with~~2024 ~~the~~results ~~Special~~by ~~Committee~~7%, ~~including,~~excluding asdispositions. ~~previously~~This ~~disclosed,~~growth ~~submitting~~was ~~the~~led ~~January~~by 13our ~~Pershing~~office ~~Square Proposal~~portfolio, ~~pursuant~~which continued to ~~which~~benefit ~~Pershing~~from ~~Square~~strong ~~would~~lease-up ~~acquire~~activity ~~additional~~and ~~shares~~abatement ofexpirations ~~HHH’s~~at ~~common~~various ~~stock~~properties in aThe ~~merger~~Woodlands, ~~transaction~~Merriweather ~~between~~District, ~~HHH~~ and aSummerlin. ~~newly~~In ~~formed~~2025, ~~merger~~the ~~subsidiary~~Company ofexecuted ~~Pershing Square Holdco~~484,000 ~~L.P.,~~square ~~upon~~feet ~~the consummation~~ of ~~which~~new ~~Pershing~~or ~~Square~~expanded ~~would~~office ~~own~~leases aincluding ~~majority~~334,000 ofsquare ~~the~~feet ~~HHH’s~~in ~~common~~The ~~stock. On February 18~~Woodlands, ~~2025~~88,000 ~~Pershing~~square ~~Square~~feet ~~announced~~in ~~that~~Merriweather itDistrict, ~~had withdrawn the January 13 Pershing Square Proposal~~ and ~~submitted the February 18 Pershing Square Proposal~~62,000 ~~under~~square ~~which~~feet itin ~~would purchase from HHH $900 million of HHH’s Common Stock for $90 per share~~Summerlin. ~~Pershing~~Our ~~Square~~multifamily ~~currently~~portfolio ~~beneficially~~also ~~owns~~contributed ~~approximately~~meaningfully ~~37.4%~~to of the ~~HHH's~~outperformance ~~common~~due ~~stock.~~to ~~Should~~continued ~~the~~lease-up ~~transaction~~at ~~contemplated~~our bynewer ~~the~~properties ~~February~~in 18Summerlin, ~~Pershing Square Proposal be consummated~~Bridgeland, ~~Pershing~~and ~~Square’s~~Merriweather ~~beneficial ownership would increase to 48~~District.~~0%.~~

~~There~~In ~~can~~Strategic beDevelopments, noWard ~~assurance~~Village ~~that~~had ~~HHH~~another ~~will~~strong ~~pursue~~year, ~~this~~closing ~~proposed~~690 ~~transaction~~units orat ~~any~~Ulana ~~proposed~~Ward ~~modification~~Village, ~~thereof~~a workforce tower that ~~Pershing~~generated ~~Square~~$369.5 ~~submits,~~million orof ~~any~~condominium ~~other~~revenues ~~strategic~~at ~~outcome~~a break even gross margin, ~~and~~which ~~HHH~~is ~~does~~consistent ~~not~~with ~~intend~~our totypical ~~comment~~target ~~further~~for onworkforce ~~this~~towers. ~~matter~~Pre-sales ~~unless~~activity for our under construction condominiums progressed, and ~~until~~these ~~further~~projects ~~disclosure~~were is93% ~~determined~~pre-sold toat beyear ~~appropriate~~end orand ~~necessary~~represent more than $1.9 billion of future contracted revenue. Leasing activity at The ~~Special~~Launiu ~~Committee~~remained isstrong ~~currently~~and ~~evaluating~~we ~~these~~launched ~~matters~~pre-sales tofor ~~determine~~two new Ward Village condominiums, Melia and ‘Ilima in June 2025, with 66% of the ~~appropriate~~units ~~course~~at these predevelopment towers pre-sold at year end representing $2.0 billion of ~~action~~future ~~and~~contracted ~~process~~revenue. Future contracted revenues will be recognized as projects are completed.

~~General~~HHC ~~Overview Please~~2025 ~~refer~~FORM to Item 1. Business for a general discussion of our business strategy, competitive strengths, and a general description of the assets contained in our three business segments and Item 2. Properties for details regarding the asset type, size, location, and key metrics about our various properties. 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.10-K | 31

~~2024~~MANAGEMENT’S ~~Results During~~NARRATIVE ~~2024,~~ANALYSISRESULTS weOF ~~maintained~~OPERATIONS ~~positive~~Table ~~momentum and delivered solid financial results which met or exceeded our 2024 guidance expectations within each~~ of ~~our~~ContentsIndex ~~core businesses. This strong performance is a testament~~ to ~~our~~Financial ~~premier communities and best-in-class assets, further highlighting the strength of our unique business model.~~Statements

In our Master Planned Communities (MPCs), we experienced heightened demand and home builder interest for new land parcels. As a result, MPC earnings before taxes (EBT) increased 2% year-over-year, driven by a new full-year record number of residential acres sold and record average price per acre.

In Operating Assets, we delivered another full-year net operating income (NOI) record, outpacing 2023 results by 7%, excluding dispositions. This growth was led by strong leasing velocity at our newest multifamily developments, as well as record NOI at our office properties due to strong lease-up activity and abatement expirations in The Woodlands and Summerlin. In 2024, the Company executed 473,000 square feet of new or expanded office leases, including 323,000 square feet in The Woodlands, 91,000 square feet in Downtown Columbia, and 59,000 square feet in Summerlin.

HHC 2024 FORM 10-K | 30

MANAGEMENT’S NARRATIVE ANALYSISOVERVIEW Table of ContentsIndex to Financial Statements

In Strategic Developments, Ward Village had another strong year, closing all 349 units at Victoria Place and generating $778.6 million of condominium revenues. Presales activity for our under construction condominiums progressed, with 111 condominium units contracted in Hawai’i and Texas in 2024, including 78 units at The Ritz-Carlton Residences, 18 units at Kalae, and 15 units at The Park Ward Village. These projects were 96% pre-sold at year end and represent more than $2.2 billion of future contracted revenue that will be recognized as these projects are completed. We also initiated presales for The Launiu, which contracted 283 units and was 58.4% pre-sold at year end. Construction on The Launiu is expected to begin in 2025.


RESULTS OF OPERATIONS


Operating Assets

Segment EBT The following table presents segment EBT for Operating Assets for the years ended December 31:

Operating Assets Segment EBT

thousands

2024

2023

$ Change

thousands except percentages

2025

2024

$ Change

% Change

Rental revenue

~~421~~441,~~641~~413

~~383~~421,~~238~~641

3819,~~403~~772

Other land, rental, and property revenues

2224,~~659~~155

2722,~~016~~659

(41,~~357)~~496

Total revenues

~~444~~465,~~300~~568

~~410~~444,~~254~~300

3421,~~046~~268

Operating costs

(~~138~~145,~~172~~464)

(~~130~~138,~~125~~172)

(87,~~047~~292)

(5)

Rental property real estate taxes

(5558,~~915~~577)

(5255,~~502~~915)

(32,~~413~~662)

(5)

(Provision for) recovery of doubtful accounts

(~~504~~232)

~~2,762~~(504)

~~(3,266)~~272

Total operating expenses

(~~194~~204,~~591~~273)

(~~179~~194,~~865~~591)

(149,~~726~~682)

(5)

Segment operating income (loss)

~~249~~261,~~709~~295

~~230~~249,~~389~~709

1911,~~320~~586

Depreciation and amortization

(~~169~~172,~~040~~835)

(~~161~~169,~~138~~040)

(73,~~902~~795)

(2)

Interest income (expense), net

(~~138~~136,~~207~~637)

(~~125~~138,~~197~~207)

~~(13~~1,~~010)~~570

Other income (loss), net

~~822~~2,266

~~2,092~~822

(1,~~270)~~444

176

Equity in earnings (losses) from unconsolidated ventures

54,~~819~~829

25,~~968~~819

~~2,851~~(990)

(17)

Gain (loss) on sale or disposal of real estate and other assets, net

2214,~~907~~354

2322,~~926~~907

(18,~~019~~553)

(37)

Gain (loss) on extinguishment of debt

(~~465~~698)

(97465)

(~~368~~233)

(50)

Segment EBT

(2827,~~455~~426)

(2728,~~057~~455)

(1,~~398)~~029

Operating Assets segment EBT ~~decreased~~increased $1.40 million compared to the prior- year ~~period~~ primarily due to the following:

–~~Interest~~Rental ~~expense~~revenues, net of Operating costs increased $1312.05 million primarily due to increased ~~borrowings~~leasing onactivity ~~construction~~across ~~loans secured by~~ our ~~operating assets as well as an increase related to the change in fair value of certain derivative instruments~~portfolio.

~~–Depreciation~~This ~~and~~increase ~~amortization~~to ~~increased~~EBT ~~$7.9 million~~was ~~primarily~~partially ~~related~~offset toby ~~new~~the ~~assets placed in service.~~following:

–~~Rental~~Gain ~~property~~on sale of real estate ~~taxes~~decreased ~~increased~~ $38.46 million primarily due to ~~new~~the ~~assets~~sale ~~placed~~of four land parcels and retail spaces in ~~service~~Ward Village in 2025, compared to the sale of Lakeland Village Center at Bridgeland, Creekside Park Medical Plaza, and four non-core ground leases in The Woodlands in 2024.

–Gain on sale of real estate decreased $1.0 million as the gain on the sale of Lakeland Village Center at Bridgeland and Creekside Park Medical Plaza, and four non-core ground leases in The Woodlands in 2024 was lower than the combined gain on the sales of two self-storage properties and Memorial Hermann Medical Office in The Woodlands and certain properties in Ward Village in 2023.

–Other land, rental, and property revenues decreased $4.4 million primarily due to higher office lease termination fees in the 2023 than in 2024.

These decreases to EBT were partially offset by the following:

–Rental revenues, net of Operating costs and provision for doubtful accounts increased $27.1 million primarily due to increased leasing activity across our portfolio.

–Equity earnings increased $2.9 million primarily due to the change in value of certain derivative instruments.

Net Operating Income In addition to the required presentations using accounting principles generally accepted in the United States (GAAP), we use certain non-GAAP performance measures, as we believe these measures improve the understanding of our operational results and make comparisons of operating results among peer companies more meaningful. Management continually evaluates the usefulness, relevance, limitations and calculation of our reported non-GAAP performance measures to determine how best to provide relevant information to the public, and thus such reported measures could change.

HHC 2024 FORM 10-K | 31

MANAGEMENT’S NARRATIVE ANALYSISRESULTS OF OPERATIONS Table of ContentsIndex to Financial Statements

We define NOI as operating revenues (rental income, tenant recoveries, and other revenue) less operating expenses (real estate taxes, repairs and maintenance, marketing, and other property expenses). NOI excludes straight-line rents and amortization of tenant incentives, net; interest expense, net; ground rent amortization; demolition costs; other income (loss); depreciation and amortization; development-related marketing costs; gain on sale or disposal of real estate and other assets, net; loss on extinguishment of debt; provision for impairment; and equity in earnings from unconsolidated ventures.

We believe that NOI is a useful supplemental measure of the performance of our Operating Assets segment because it provides a performance measure that reflects the revenues and expenses directly associated with owning and operating real estate properties. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that property-specific factors such as rental and occupancy rates, tenant mix, and operating costs have on our operating results, gross margins, and investment returns.

HHC 2025 FORM 10-K | 32


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

A reconciliation of Operating Assets segment EBT to Operating Assets NOI is presented in the table below.

Operating Assets NOI
thousands	2024		2023		$ Change
thousands except percentages	2025		2024		$ Change		% Change
Total Operating Assets segment EBT	$	(28,455)	$	(27,057)	$	(1,398)
Operating Assets segment EBT	$	(27,426)	$	(28,455)	$	1,029	4	%
Add back:
Depreciation and amortization	~~169~~172,~~040~~835		~~161~~169,~~138~~040		73,~~902~~795		2	%
Interest (income) expense, net	~~138~~136,~~207~~637		~~125~~138,~~197~~207		13(1,~~010~~570)		(1)	%
Equity in (earnings) losses from unconsolidated ventures	(54,~~819~~829)		(25,~~968~~819)		~~(2,851)~~990		17	%
(Gain) loss on sale or disposal of real estate and other assets, net	(2214,~~907~~354)		(2322,~~926~~907)		18,~~019~~553		37	%
(Gain) loss on extinguishment of debt	~~465~~698		97465		~~368~~233		50	%
Impact of straight-line rent	(41,~~770~~964)		(24,~~256~~770)		(2,~~514)~~806		59	%
Other	~~(306)~~388		~~337~~(306)		~~(643)~~694		NM
Operating Assets NOI	$	~~245~~261,~~455~~985	$	~~230~~245,~~562~~455	$	1416,~~893~~530	7	%

NM Not meaningful.

The below table presents Operating Assets NOI by property type:

Operating Assets NOI by Property Type
thousands	2024		2023		$ Change
thousands except percentages	2025		2024		$ Change		% Change
Office	$	~~124~~138,~~594~~173	$	~~118~~124,~~165~~594	$	613,~~429~~579	11	%
Retail	5455,~~163~~132		4954,~~981~~163		~~4,182~~969		2	%
Multifamily	5862,~~827~~694		5258,~~831~~827		53,~~996~~867		7	%
Other	65,~~153~~986		76,~~411~~153		(~~1,258~~167)		(3)	%
Redevelopments (a)	—		(189)		189
Dispositions (a)	—		1,718		(1,718)		(100)	%
Dispositions (a)	1,718		2,363		(645)
Operating Assets NOI	$	261,985	$	245,455	$	16,530	7	%
Operating Assets NOI	$	245,455	$	230,562	$	14,893

(a)Properties that were transferred to our Strategic Developments segment for redevelopment and properties that were sold are shown separately for all periods presented.

Operating Assets NOI increased $1416.95 million compared to the prior- year ~~period~~ primarily due to the following:

–Office NOI increased $613.46 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, and 1700 Pavilion, partially offset by decreases related to lower occupancy at ~~1725 Hughes Landing and~~ certain properties in ~~Downtown~~The ~~Columbia~~Woodlands, asmost ~~well~~notably asat ~~initial~~3831 ~~operating~~Technology ~~losses~~Forest atand ~~Meridian~~Two inHughes ~~Summerlin~~Landing.

–~~Retail~~Multifamily NOI increased $43.29 million primarily due to ~~the~~continued ~~collection~~lease-up ofat ~~previously~~Tanager ~~reserved~~Echo ~~accounts receivable~~ in ~~Ward~~Summerlin, ~~Village~~Wingspan ~~as well as improved occupancy~~ in ~~the~~Bridgeland, ~~ground floor retail at Juniper~~ and Marlow in ~~Downtown~~Merriweather ~~Columbia and Kō'ula in Ward Village~~District.

~~–Multifamily~~HHC ~~NOI~~2025 ~~increased~~FORM ~~$6.0 million primarily due to continued lease~~10-~~up at our newer properties, Marlow in Downtown Columbia, Starling at Bridgeland, and Tanager Echo in Summerlin, partially offset by winter-weather-related insurance recoveries in 2023.~~K | 33

HHC 2024 FORM 10-K | 32


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements


Master Planned Communities

Segment EBT The following table presents segment EBT for MPC for the years ended December 31:

MPC Segment EBT
thousands	2024		2023		$ Change
thousands except percentages	2025		2024		$ Change		% Change
Master Planned Community land sales (a)	$	453,195	$	370,185	$	83,010
Master Planned Communities land sales (a)	$	562,586	$	453,195	$	109,391	24	%
Other land, rental, and property revenues	1719,~~707~~929		17,~~278~~707		~~429~~2,222		13	%
Builder price participation (b)	52,~~023~~341		6052,~~989~~023		~~(8,966)~~318		1	%
Total revenues	~~522~~634,~~925~~856		~~448~~522,~~452~~925		74111,~~473~~931		21	%
Master Planned Communities cost of sales	(~~169~~188,~~191~~704)		(~~140~~169,~~050~~191)		(2919,~~141~~513)		(12)	%
Operating costs	(5245,~~736~~298)		(5352,~~420~~736)		~~684~~7,438		14	%
Total operating expenses	(~~221~~234,~~927~~002)		(~~193~~221,~~470~~927)		(2812,~~457~~075)		(5)	%
Segment operating income (loss)	~~300~~400,~~998~~854		~~254~~300,~~982~~998		4699,~~016~~856		33	%
Depreciation and amortization	(~~438~~408)		(~~418~~438)		~~(20)~~30		7	%
Interest income (expense), net	6075,~~473~~160		6460,~~291~~473		(314,~~818)~~687		24	%
Other income (loss), net	—120		~~(102)~~—		~~102~~120		NM
Equity in earnings (losses) from unconsolidated ventures	(113,~~899~~374)		22(11,~~666~~899)		~~(34~~8,~~565)~~525		72	%
Segment EBT	$	349,134	$	341,419	$	7,715
Gain (loss) on sale or disposal of real estate and other assets, net	3,750		—		3,750		NM
Segment EBT	$	476,102	$	349,134	$	126,968	36	%

(a)MPC land sales include deferred revenue from land sales closed in a previous period that met criteria for recognition in the current period and excludes amounts deferred from current period land sales that do not yet meet the recognition criteria.

(b)Builder price participation revenue is earned when a developer that acquired land from us develops and sells a home to an end user at a price higher than a predetermined breakpoint. The excess over the breakpoint is shared between us and the developer at the time of closing on the sale of the home based on a previously agreed-upon percentage. This revenue fluctuates based upon the number and the prices of homes closed that qualify for builder price participation payments.

NM Not meaningful.

The following table presents MPC segment EBT by MPC for the years ended December 31:

MPC Segment EBT by MPC
thousands	2024		2023		$ Change
thousands except percentages	2025		2024		$ Change		% Change
Bridgeland	$	77100,~~611~~396	$	~~101~~77,~~835~~611	$	~~(24~~22,~~224)~~785	29	%
Summerlin	~~260~~361,~~924~~205		~~227~~260,~~409~~924		33100,~~515~~281		38	%
Teravalis (a)	(3,~~596~~163)		(3,~~777)~~596		7(6,~~373~~759)		(188)	%
The Woodlands	(87,~~863)~~380		4(8,~~036~~863)		~~(12~~16,~~899)~~243		183	%
The Woodlands Hills	1510,~~866~~284		1115,~~916~~866		3(5,~~950~~582)		(35)	%
Segment EBT	$	~~349~~476,~~134~~102	$	~~341~~349,~~419~~134	$	7126,~~715~~968	36	%
Floreo (b)	$	9(3,~~816~~602)	$	(49,~~150)~~816	$	(13,~~966~~418)	(137)	%

(a)As of December 31, ~~2024~~2025, the Company owned an 88.0% interest in and consolidates Teravalis. For additional detail, refer to Note 1 - Presentation of Financial Statements and Significant Accounting Policies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

(b)These amounts represent 100% of Floreo EBT. As of December 31, ~~2024~~2025, the Company owned a 50% interest in Floreo. Refer to Note 3 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for a description of the joint venture and further discussion.

HHC ~~2024~~2025 FORM 10-K | 3334


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

MPC segment EBT increased $7127.70 million compared to the prior- year, ~~period~~ primarily due to higher ~~superpad~~residential land sales ~~and~~at ~~price per acre in~~ Summerlin, ~~partially~~and ~~offset by lower equity earnings~~Bridgeland, ~~primarily~~higher ~~related to The Summit, lower~~ commercial land sales atin ~~Bridgeland~~The Woodlands, and nolower ~~residential~~equity orlosses ~~commercial~~at ~~land sales in~~ The ~~Woodlands~~Summit.

Summerlin EBT increased $33100.53 million compared to the prior year.

–MPC sales, net of MPC cost of sales increased $8172.75 million primarily due to the following activity:

–increase in superpad acres sold, with ~~216~~412.53 acres sold at an average price of $~~1.3 million~~970,000 per acre in ~~2024~~2025, compared to ~~169~~216.25 acres sold at an average price of $1.3 million per acre in ~~2023~~2024

–~~increase~~decrease indue ~~custom~~to ~~lots sold, with six lots totaling 3.8 acres sold at an average price of~~ $6.0 million ~~per~~less ~~acre~~revenue inrecognized ~~2024,~~out ~~compared~~of todeferred ~~one~~revenue, ~~lot~~net ~~totaling~~of ~~0.7~~associated ~~acres~~deferred ~~sold~~costs atin a2025, ~~price~~compared ofto ~~$2.9 million per acre in 2023~~2024

–decrease in custom lot acres sold partially offset by an increase ~~due~~in toprice ~~$14~~per acre, with 2.7 ~~million~~ ~~more~~acres ~~revenue~~sold ~~recognized~~at ~~out~~an average price of ~~deferred~~$7.5 million ~~revenue~~per acre in ~~2024~~2025, compared to ~~2023~~3.8 acres sold at an average price of $6.0 million per acre in 2024

–~~increase~~Equity ~~due~~earnings toat The Summit increased $415.12 million. inThis ~~Special~~was ~~Improvement~~primarily ~~District~~due ~~(SID)~~to ~~bond~~higher ~~assumptions~~losses ~~resulting from an increase~~ in ~~superpad~~2024 ~~sales~~related into ~~2024,~~changes ~~compared~~ to ~~2023~~the development model.

–~~Increase~~Builder ofprice participation increased $4.19 million ~~primarily~~as ~~due~~homes toearned higher ~~capitalized~~participation ~~interest~~revenue ~~inclusive~~per ~~of derivatives. For additional detail~~home, ~~refer~~partially tooffset ~~Note~~by 10fewer -homes ~~Derivative~~closing ~~Instruments~~with ~~and~~sales ~~Hedging~~prices ~~Activities~~above in the ~~Notes~~predetermined tobreakpoint ~~Consolidated~~necessary ~~Financial~~for ~~Statements~~participation ~~under~~revenue ~~Item~~in 82025, ofcompared ~~this~~to ~~Annual Report~~2024.

–~~Equity~~Increase ~~earnings~~of ~~at The Summit decreased~~ $414.60 million. ~~Land~~primarily ~~and~~due ~~clubhouse unit sales decreased in 2024, compared~~ to ~~2023,~~higher ~~due~~capitalized tointerest ~~low~~inclusive ~~remaining~~of ~~inventory~~derivatives.

–~~Builder~~Other ~~price~~land, ~~participation~~rental, ~~decreased~~and property revenues increased $93.15 million asprimarily ~~fewer~~due ~~homes~~to ~~were~~higher ~~closed~~advertising ~~with sales prices over the predetermined breakpoint necessary for participation~~ revenue inrelated ~~2024.~~to ~~This~~superpad ~~decrease~~acres ~~was~~sold ~~expected as several neighborhoods were completed~~ in ~~the first half of the year~~2025, ~~and~~compared ~~new~~to ~~neighborhoods were not launched until later in the year, resulting in lower available home inventory~~2024.

~~Teravalis~~Bridgeland EBT increased $722.48 million compared to the prior year.

–~~Equity~~Increase ~~earnings~~of ~~at Floreo increased~~ $79.04 million primarily ~~related~~due to ~~the~~higher ~~closings~~capitalized ~~of Floreo land sales in 2024 compared to no land sales in 2023~~interest. ~~Our Floreo joint venture sold a total of 115.4 residential acres at an average price of $777,000 per acre in 2024.~~

~~The~~–MPC ~~Woodlands~~sales, ~~Hills~~net ~~EBT~~of MPC cost of sales increased $48.09 million ~~compared~~primarily due to the ~~prior~~following ~~year.~~activity:

–~~MPC~~increase ~~sales~~in price per acre offset by a slight decrease in residential acres sold, ~~net~~with of177.1 ~~MPC~~acres ~~cost~~sold ofat ~~sales~~an ~~increased~~average price of $~~3.4 million~~669,000 ~~primarily~~per ~~due~~acre in 2025, compared to ~~the~~178.1 ~~following~~acres ~~activity:~~sold at an average price of $591,000 per acre in 2024

–~~increase~~decrease indue ~~residential~~to ~~acres sold, with 47~~$3.0 million ~~acres~~less ~~sold~~revenue atrecognized anout ~~average~~of ~~price~~deferred revenue, net of ~~$458,000~~associated ~~per~~deferred ~~acre~~costs in ~~2024~~2025, compared to ~~44.7 acres sold at an average price of $427,000 per acre in 2023~~2024

~~Bridgeland~~–decrease ~~EBT~~in ~~decreased~~commercial ~~$24.2 million~~acres sold, with no acres sold in 2025, compared to ~~the~~13.5 ~~prior~~acres ~~year.~~sold at an average price of $369,000 per acre in 2024

–~~MPC~~Operating ~~sales,~~costs ~~net of MPC cost of sales~~ decreased $157.96 million ~~primarily~~ due to lower real estate taxes, primarily from the ~~following~~finalization ~~activity:~~of prior-year accrual estimates.

–~~decrease~~Builder inprice ~~commercial~~participation ~~acres~~decreased ~~sold~~$3.1 million ~~partially~~as ~~offset~~fewer byhomes anwere ~~increase~~closed ~~in price per acre,~~ with ~~13.5~~sales ~~acres~~prices ~~sold~~over atthe anpredetermined ~~average~~breakpoint ~~price~~necessary offor ~~$369,000~~participation ~~per~~revenue ~~acre~~ in ~~2024~~2025, compared to ~~123~~2024.~~5 acres sold at an average price of $247,000 per acre in 2023~~

~~–decrease~~The ~~due~~Woodlands toEBT increased $216.72 million ~~less recognition of deferred revenue net of associated deferred costs in 2024,~~ compared to ~~2023~~the prior year.

–~~increase~~MPC ~~in residential acres sold~~sales, ~~with~~net ~~178.1~~of ~~acres~~MPC ~~sold~~cost atof ansales ~~average~~increased ~~price of~~ $~~591,000~~13.2 million ~~per~~primarily ~~acre~~due ~~in 2024, compared~~ to ~~151.0~~the ~~acres~~following ~~sold at an average price of $564,000 per acre in 2023~~activity:

–~~Decrease~~increase ofin ~~$9.4 million~~commercial ~~primarily~~acres ~~due~~sold, ~~increased~~with ~~interest~~30.1 ~~expense~~acres assold aat ~~result~~an ofaverage aprice ~~higher~~of ~~debt balance~~$670,000 ~~higher~~per ~~variable~~acre ~~interest rates as a result of a derivative termination~~ in ~~the third quarter of 2023~~2025, ~~and~~compared ~~amortization of the liability related~~ to ~~the~~no ~~2024~~acres ~~sale~~sold ~~of future MUD receivables, partially offset by an increase~~ in ~~capitalized interest.~~2024

~~The~~–decrease ~~Woodlands~~due ~~EBT~~to ~~decreased~~ $122.91 million ~~compared~~less torevenue ~~the~~recognized ~~prior~~out ~~year.~~of deferred revenue, net of associated deferred costs in 2025, compared to 2024

–~~MPC~~Gain ~~sales,~~on ~~net~~sale or disposal of ~~MPC~~real ~~cost~~estate ofand ~~sales~~other ~~decreased~~assets, net increased $153.4 7 million ~~primarily~~ due to an eminent domain settlement related to the ~~following~~condemnation of a 9.9-acre parcel of non-saleable land in 2025, with no similar activity in 2024.

~~–decrease~~Teravalis inEBT ~~residential~~decreased ~~acres sold, with no acres sold in 2024, compared to 9.8 acres sold in Aria Isle, an exclusive gated community, at an average price of~~ $26.58 million ~~per~~compared ~~acre in 2023. The decrease in acres sold was expected as there are no remaining lots~~ to bethe ~~sold~~prior ~~at Aria Isle~~year.

–~~decrease~~Equity earnings at Floreo decreased $6.7 million primarily related to lower land sales in ~~commercial~~2025 ~~acres~~compared to 2024. Our Floreo joint venture sold, ~~with~~a nototal of 10.6 residential acres ~~sold~~at an average price of $793,000 per acre in ~~2024~~2025, compared to 8115.4 acres sold at an average price of $~~646~~777,000 per acre in ~~2023~~2024.

~~–Other~~The ~~land,~~Woodlands ~~rental,~~Hills ~~and~~EBT ~~property~~decreased ~~revenues increased~~ $15.36 million ~~driven~~compared ~~by a fee received due~~ to athe ~~change~~prior ~~in use of previously sold commercial land~~year.

~~HHC~~–MPC ~~2024~~sales, ~~FORM~~net ~~10-K | 34~~of MPC cost of sales decreased $4.7 million primarily due to the following activity:

–decrease in residential acres sold partially offset by an increase in price per acre, with 28.4 acres sold at an average price of $479,000 per acre in 2025, compared to 47.0 acres sold at an average price of $458,000 per acre in 2024

HHC 2025 FORM 10-K | 35


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

MPC Equity Investments

The Summit

The Summit, our joint venture with Discovery Land Company, offers a mix of custom lots, single-family homes, and clubhouse suites in our Summerlin MPC. The original 555-acre community (Phase I) is nearing completion and expected to consist of approximately 245 homes and 32 condominiums. In 2022, the Company contributed an additional 54 acres (Phase II) to The Summit adjacent to the existing Summit community to develop approximately 28 custom home sites. We recognized equity losses of $161.86 million and received no cash distributions ~~of $4.9 million~~ in ~~2024~~2025, compared to equity ~~earnings~~losses of $2416.8 million and cash distributions of $154.19 million in ~~2023~~2024.

Floreo

Land development is currently underway at Floreo, our joint venture with Trillium Development Holding Company, LLC. ~~The~~In ~~first~~late ~~land~~2025, ~~sales~~the ~~closed~~Company inwelcomed the first ~~quarter~~residents ofand ~~2024,~~celebrated ~~with~~ the ~~joint~~grand ~~venture~~opening ~~selling a total~~ of ~~115.4~~the ~~residential acres at an average price of $777,000 per acre in 2024~~community.

For additional detail, refer to Note 3 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

Master Planned Communities Land Sales The following table presents the detail of MPC land sales recognized for the years ended December 31, ~~2024~~2025 and ~~2023~~2024. Total net recognized (deferred) revenue includes revenues recognized in the current period which are related to sales closed in prior periods, offset by revenues deferred on sales closed in the current period.

thousands	~~2024~~2025		~~2023~~2024
Total residential land sales closed	$	~~441~~552,~~044~~360	$	~~354~~441,~~263~~044
Total commercial land sales closed	420,~~984~~168		354,~~960~~984
Net recognized (deferred) revenue:
Bridgeland	62,~~491~~542		106,~~467~~491
The Woodlands	~~517~~(2,137)		~~(782)~~517
The Woodlands Hills	3061		2230
Summerlin	(1828,~~140~~346)		(4418,~~174~~140)
Total net recognized (deferred) revenue	(1127,~~102~~880)		(3411,~~467~~102)
Special Improvement District revenue	1817,~~269~~938		1418,~~429~~269
Master Planned Community land sales	$	453,195	$	370,185
Master Planned Communities land sales	$	562,586	$	453,195

HHC ~~2024~~2025 FORM 10-K | 3536


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

Residential and Commercial Land Sales Closed The following tables detail our residential and commercial land sales closed for the years ended December 31:

Summary of MPC Land Sales Closed

Land Sales

Acres Sold

Average Price Per Acre

thousands, except acres sold

~~2024~~2025

~~2023~~2024

~~2024~~2025

~~2023~~2024

~~2024~~2025

~~2023~~2024

Residential Land Sales Closed

Bridgeland

Single family

~~105~~118,~~296~~538

85105,~~156~~296

~~178~~177.1

~~151~~178.01

~~591~~669

~~564~~591

Summerlin

Superpad sites

~~291~~400,~~230~~046

~~223~~291,~~583~~230

~~216~~412.53

~~169~~216.25

~~1,345~~970

1,~~321~~345

Custom lots

2220,~~982~~175

222,~~000~~982

32.87

03.78

67,~~048~~472

26,~~857~~048

The Woodlands

Single family

—

24,421

—

9.8

—

2,492

The Woodlands Hills

Single family

2113,~~536~~601

1921,~~103~~536

4728.04

4447.70

~~458~~479

~~427~~458

Total residential land sales closed (a)

~~441~~552,~~044~~360

~~354~~441,~~263~~044

~~445~~620.45

~~375~~445.4

~~990~~890

~~944~~990

Commercial Land Sales Closed

Bridgeland

~~4,984~~—

304,~~536~~984

~~13.5~~—

~~123~~13.5

~~369~~—

~~247~~369

The Woodlands

—20,168

~~5,424~~—

—30.1

~~8.4~~—

—670

~~646~~—

Total commercial land sales closed (a)

420,~~984~~168

354,~~960~~984

1330.51

~~131~~13.95

~~369~~670

~~273~~369

(a)Excludes revenues recognized in the current period which are related to sales closed in prior periods and includes revenues deferred on sales closed in the current period. Please see the summary of MPC land sales table above which reconciles total residential and commercial land sales closed to MPC land sales revenue recognized for the years ended December 31, ~~2024~~2025 and ~~2023~~2024.

Although our business does not involve the sale or resale of homes, we believe that net new home sales are an important indicator of future demand for our superpad sites and finished lots. Therefore, we use this statistic where relevant in our discussion of MPC operating results herein. Net new home sales reflect home sales made by homebuilders, less cancellations. Cancellations generally occur when a homebuyer signs a contract to purchase a home but later fails to qualify for a home mortgage or is unable to provide an adequate down payment to complete the home sale.

	Net New Home Sales				Median Home Sales Price
thousands except percentages	~~2024~~2025	~~2023~~2024	% Change		~~2024~~2025		~~2023~~2024		% Change
Bridgeland	~~938~~812	~~985~~938	(413.84)	%	$	~~465~~470	$	~~477~~465	(21.5)1	%
Summerlin	~~1,038~~949	1,~~071~~038	(38.16)	%	~~692~~779		~~696~~692		(012.6)	%
The Woodlands (a)	94	59	80(55.06)	%	2,~~249~~875		12,~~565~~249		4327.78	%
The Woodlands Hills	~~249~~171	~~228~~249	9(31.23)	%	~~419~~400		~~478~~419		(124.35)	%
Total	21,~~234~~936	2,~~289~~234	(213.43)	%

(a) New home sales in The Woodlands are not expected to be significant as residential land development is nearing completion.

MPC Net Contribution MPC Net Contribution is a non-GAAP financial measure derived from EBT, adjusted for certain items as discussed below. Management uses this measure because it captures current period performance through the velocity of sales, as well as current period development expenditures based upon demand at our MPCs, which varies depending upon the stage of the MPC’s development lifecycle, and the overall economic environment. MPC Net Contribution is defined as MPC segment EBT, plus MPC cost of sales, Depreciation and amortization, and net collections from MUD and Special Improvement District (SID) bonds receivables, reduced by MPC development expenditures, land acquisitions, and Equity in earnings from unconsolidated ventures, net of distributions. MPC Net Contribution is not a GAAP-based operational metric and should not be used to measure operating performance of the MPC assets as a substitute for GAAP measures of such performance nor should it be used as a comparison metric with other comparable businesses.

HHC ~~2024~~2025 FORM 10-K | 3637


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

Below is a reconciliation of segment EBT to MPC Net Contribution for the years ended December 31:

thousands	2024		2023		$ Change
thousands except percentages	2025		2024		$ Change		% Change
MPC segment EBT	$	~~349~~476,~~134~~102	$	~~341~~349,~~419~~134	$	7126,~~715~~968	36	%
Plus:
Master Planned Communities cost of sales	~~169~~188,~~191~~704		~~140~~169,~~050~~191		2919,~~141~~513		12	%
Depreciation and amortization	~~438~~408		~~418~~438		20(30)		(7)	%
MUD and SID bonds collections, net (a)	~~107~~37,~~031~~293		~~136~~107,~~409~~031		(2969,~~378~~738)		(65)	%
Proceeds from sale of MUD receivables	~~176~~180,~~680~~043		—176,680		~~176~~3,~~680~~363		2	%
Distributions from unconsolidated ventures	~~4,896~~—		154,~~050~~896		(104,~~154~~896)		(100)	%
Less:
MPC development expenditures	(~~427~~477,~~979~~870)		(~~403~~427,~~633~~979)		(2449,~~346~~891)		(12)	%
Equity in (earnings) losses from unconsolidated ventures	113,~~899~~374		~~(22~~11,~~666)~~899		34(8,~~565~~525)		(72)	%
MPC Net Contribution	$	~~391~~408,~~290~~054	$	~~207~~391,~~047~~290	$	~~184~~16,~~243~~764	4	%

(a)SID collections are shown net of SID transfers to buyers in the respective periods.

MPC Net Contribution increased $~~184~~16.28 million for the year ended December 31, ~~2024~~2025, primarily due to ~~proceeds from the sale of MUD receivables and~~ higher MPC land sales, partially offset by ~~higher~~lower MUD and SID ~~transfers~~bonds tocollections, ~~buyers~~net, anhigher ~~increase in~~ MPC development expenditures, and ano ~~decrease in~~ distributions from unconsolidated ventures in 2025 compared to 2024.

MPC Land Inventory The following table summarizes MPC land inventory activity:

thousands	Bridgeland		~~Columbia (a)~~Summerlin		~~Summerlin~~Teravalis		~~Teravalis~~The Woodlands		The Woodlands Hills		~~The~~Total ~~Woodlands Hills~~MPC		~~Total MPC~~
Balance December 31, 2022	$	538,924	$	16,625	$	1,014,511	$	544,546	$	185,356	$	111,564	$	2,411,526
Balance December 31, 2023	$	533,031	$	1,079,927	$	544,824	$	172,652	$	115,239	$	2,445,673
Development expenditures (b)	222,268		—		144,041		225		4,514		32,585		403,633
Development expenditures (a)	204,542		186,163		573		5,853		30,848		427,979
MPC Cost of sales	(4047,~~533~~056)		—(113,844)		~~(77,068)~~—		—(117)		(138,~~289~~174)		(9169,~~160~~191)		~~(140,050)~~
MUD reimbursable costs (c)	(172,120)		—		—		—		(1,200)		(25,688)		(199,008)
MUD reimbursable costs (b)	(178,701)		—		—		(877)		(20,087)		(199,665)
Transfer to Strategic Development and Operating Assets Segments	(41,~~530~~218)		~~(16,625)~~—		~~(4,073)~~—		—11,399		~~(3,226)~~—		—10,181		~~(28,454)~~
Other	(101,~~978~~367)		—1,491		~~2,516~~(16)		53583		~~497~~(4,006)		5(3,~~938~~315)		~~(1,974)~~
Balance December 31, 2023	533,031		—		1,079,927		544,824		172,652		115,239		2,445,673
Balance December 31, 2024	509,231		1,153,737		545,381		189,493		113,820		2,511,662
Development expenditures (b)	204,542		—		186,163		573		5,853		30,848		427,979
Development expenditures (a)	215,001		233,631		1,867		4,053		23,318		477,870
MPC Cost of sales	(4742,~~056~~459)		—(136,797)		~~(113,844)~~—		—(4,431)		(~~117~~5,017)		(8188,~~174~~704)		~~(169,191)~~
MUD reimbursable costs (c)	(178,701)		—		—		—		(877)		(20,087)		(199,665)
MUD reimbursable costs (b)	(189,603)		—		—		(1,062)		(18,327)		(208,992)
Transfer to Strategic Development and Operating Assets Segments	(1,~~218~~459)		—		—		—121		~~11,399~~—		—(1,338)		~~10,181~~
Other	(131,~~367)~~520		—6,482		~~1,491~~(37)		(16859)		~~583~~7,473		(444,~~006)~~579		~~(3,315)~~
Balance December 31, 2024	$	509,231	$	—	$	1,153,737	$	545,381	$	189,493	$	113,820	$	2,511,662
Balance December 31, 2025	$	522,231	$	1,257,053	$	547,211	$	187,315	$	121,267	$	2,635,077

(a)~~Columbia~~Development ~~MPC~~expenditures ~~land~~are ~~development~~inclusive ~~is complete and the sale~~ of ~~remaining~~capitalized ~~land~~interest orand ~~development~~property ~~of additional commercial assets will occur as the market dictates~~taxes. ~~As such, the remaining Columbia land was transferred to the Strategic Developments segment in the first quarter of 2023.~~

(b)~~Development~~MUD ~~expenditures~~reimbursable ~~are~~costs ~~inclusive~~represent ofland ~~capitalized~~development ~~interest~~expenditures ~~and~~transferred ~~property~~to ~~taxes~~MUD Receivables.

~~(c)MUD~~HHC ~~reimbursable~~2025 ~~costs~~FORM ~~represent land development expenditures transferred to MUD Receivables.~~10-K | 38

HHC 2024 FORM 10-K | 37


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements


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, 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 EBT The following table presents segment EBT for Strategic Developments for the years ended December 31:

Strategic Developments Segment EBT

thousands

2024

2023

$ Change

thousands except percentages

2025

2024

$ Change

% Change

Condominium rights and unit sales

~~778~~370,~~616~~156

47778,~~707~~616

~~730~~(408,~~909~~460)

(52)

Rental revenue

~~459~~33

~~379~~459

80(426)

(93)

Other land, rental, and property revenues

4,~~321~~174

14,~~901~~321

~~2,420~~(147)

(3)

Total revenues

~~783~~374,~~396~~363

49783,~~987~~396

~~733,~~(409,033)

(52)

Condominium rights and unit cost of sales

(~~582~~369,~~574~~408)

(55582,~~417~~574)

~~(527~~213,~~157)~~166

Operating costs

(1722,~~670~~490)

(2117,~~908~~670)

(4,~~238~~820)

(27)

Real estate taxes

(2,~~480~~191)

(32,~~147~~480)

~~667~~289

Total operating expenses

(~~602~~394,~~724~~089)

(80602,~~472~~724)

~~(522~~208,~~252)~~635

Segment operating income (loss)

~~180~~(19,~~672~~726)

~~(30~~180,~~485)~~672

~~211~~(200,~~157~~398)

(111)

Depreciation and amortization

(76,~~255~~579)

(37,~~963~~255)

~~(3,292)~~676

Interest income (expense), net

18,~~603~~851

1618,~~074~~603

~~2,529~~248

Other income (loss), net

90(18,~~534~~487)

~~690~~90,534

89(109,~~844~~021)

(120)

Equity in earnings (losses) from unconsolidated ventures

~~251~~317

~~142~~251

~~109~~66

Gain (loss) on sale or disposal of real estate and other assets, net

—11,721

~~236~~—

~~(236)~~11,721

Segment EBT

~~282~~(13,~~805~~903)

~~(17~~282,~~306)~~805

~~300~~(296,~~111~~708)

(105)

~~Strategic~~NM Not ~~Developments segment EBT increased $300~~meaningful.~~1 million compared to the prior-year period primarily due to the following:~~

~~–Condominium~~Strategic ~~sales,~~Developments ~~net~~segment ofEBT ~~cost~~decreased ~~of sales increased~~ $~~203~~296.87 million, ~~primarily~~compared ~~due~~ to the ~~timing~~prior ofyear ~~condominium~~primarily ~~closings.~~due ~~We closed on all 349 units at Victoria Place during 2024, compared~~ to 31the ~~units at ‘A‘ali‘i and 16 units at Kō'ula during 2023.~~following:

–~~Other~~Condominium ~~income~~sales, ~~includes~~net anof ~~increase~~cost of sales decreased $89195.83 million, primarily due to a change in the ~~receipt~~product mix of ~~insurance~~condominium ~~proceeds~~closings ~~following~~executed in the ~~execution~~current ofyear. aAlthough ~~settlement~~unit ~~agreement~~closings ~~related~~were tohigher ~~the~~with ~~construction~~690 ~~defect~~units ~~claims~~closed at ~~Waiea~~Ulana Ward Village in the current ~~period.~~year, ~~Refer~~compared to 349 units closed at Victoria Place in the prior year, condominium sales, net of cost of sales decreased as Ulana is a workforce tower and closed at a breakeven gross margin as expected. Ulana is our second workforce tower and fulfills our current reserved housing guaranty in the community. See Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on the reserved housing requirements in Ward Village.

~~HHC~~–Other ~~2024~~income ~~FORM~~(loss), 10net decreased $109.0 million primarily due to the accrual of a $19.8 million charge in the current year for a legal judgment in Columbia, compared to the receipt of $90.0 million of insurance proceeds in the prior year following the execution of a settlement agreement related to the construction defect claims at Waiea. See Note 11 -~~K | 38~~ Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on the legal judgment in Columbia.

These decreases to EBT were partially offset by the following:

–Gain on sale of real estate increased $11.7 million due to the land swap in The Woodlands and the sale of a land parcel near Merriweather District in the current year. See Note 4 - Acquisitions and Dispositions in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on these transactions.

HHC 2025 FORM 10-K | 39


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

Strategic Developments Projects The following describes the status of our major construction projects as of December 31, ~~2024~~2025. These properties will be transferred to the Operating Assets segment upon completion of construction, unless otherwise noted below.

Bridgeland

~~One~~Memorial ~~Bridgeland~~Hermann ~~Green~~Medical Office This will be a 4950,~~501~~895-square-foot medical office property. Total development costs are expected to be approximately $3523.47 million. We began construction in the ~~second~~third quarter of ~~2024~~2025, and anticipate project completion in the second quarter of ~~2025~~2026. We expect this property to reach projected annual stabilized NOI of $1.89 million by ~~2028~~2029.

The Woodlands

~~Grogan’s~~7 ~~Mill Retail~~Waterway ~~This~~We ~~will~~acquired bethis ~~a 38~~186,~~378-~~369 square-foot ~~retail~~office property in the second quarter of 2025 for $16.3 million, and commenced a redevelopment project in the third quarter of 2025. Total ~~development~~redevelopment and tenant lease-up costs are expected to be approximately $822.6 9 million., Webringing ~~began~~total ~~construction~~expected incost ~~the~~for ~~third~~this ~~quarter~~property ofto ~~2024,~~$39.2 ~~and~~million. We anticipate project completion in the second quarter of ~~2025.~~2026, Weand expect this property to reach projected annual stabilized NOI of $04.98 million by ~~2028~~2029.

Grogan’s Mill Library and Community Center This will be a 53,863-square-foot property, and is being developed in connection with a land swap agreement entered into with Montgomery County, Texas. Upon completion of construction, the Company will transfer the Grogan's Mill Library and Community Center to Montgomery County in exchange for land parcels elsewhere in The Woodlands. As such, projected annual stabilized NOI is not applicable for this project. We began construction in the third quarter of 2024, and anticipate project completion in the second quarter of 2025.

1 Riva Row This will be a 268-unit multifamily property and will consist of studio, one-, two-, and three-bedroom units. Total development costs are expected to be approximately $156.0 million, which will be partially financed by a $93.3 million construction loan. We began construction in the third quarter of 2023, and anticipate project completion in the fourth quarter of 2025. We expect this property to reach projected annual stabilized NOI of $9.9 million by 2028.

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

For all Ward Village condominium units, sales contracts are subject to a 30-day rescission period. The buyers are required to make an initial deposit at signing and an additional deposit 30 days later at which point their total deposit becomes non-refundable. Buyers are then required to make a final deposit within approximately 90 days of our receipt of their second deposit. Buyers are required to deposit the remainder of the sales price on a predetermined pre-closing date. Contracted units disclosed below represent sales that are past the 30-day rescission period.

For The Woodlands condominium units, sales contracts are subject to a 6-day rescission period. The buyers are required to make an initial deposit at signing and a final deposit 60 days later at which point their total deposit becomes non-refundable. Buyers are required to deposit the remainder of the sales price on a predetermined pre-closing date. Contracted units disclosed below represent sales that are past the 6-day rescission period.

Completed Condominiums

Ward Village As of December 31, ~~2024~~2025, our ~~seven~~eight completed condominiums, Ae`o, Ke Kilohana, Anaha, Waiea, ‘A‘ali‘i, Kō‘ula, ~~and~~ Victoria Place, and Ulana are completely sold. Ulana was completed in the fourth quarter of 2025, and 690 of the 696 units were closed prior to year end. The remaining 6 units are expected to close in early 2026.

Condominiums Under Construction

Ward Village As of December 31, ~~2024~~2025, ~~97.3~~96% of the units at our ~~three~~two 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 the second quarter of 2026. The Park Ward Village will consist of 545 studio, one-, two-, and three-bedroom residences. As of December 31, ~~2024~~2025, we have entered into contracts for ~~527~~529 units, representing ~~96.7~~97% of total units.

We broke ground on ~~Ulana~~Kalae ~~Ward Village~~ in ~~January~~June ~~2023~~2024, and expect to complete construction in ~~2025~~2028. ~~Ulana~~Kalae ~~Ward Village, which is 100% presold,~~ will consist of ~~696~~329 ~~studio,~~ one-, two-, and three-bedroom ~~units~~residences. ~~All~~As ~~units~~of ~~are~~December 31, ~~designated~~2025, aswe ~~workforce~~have ~~housing~~entered ~~units~~into ~~and~~contracts ~~are~~for ~~being~~307 ~~offered~~units, torepresenting ~~local~~93% ~~residents~~of ~~who~~total ~~meet certain maximum income and net worth requirements~~units.

~~HHC~~The Woodlands We broke ground on The Ritz-Carlton Residences in October 2024, ~~FORM~~and 10expect to complete construction in 2027. The Ritz-~~K | 39~~Carlton Residences 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 December 31, 2025, we have entered into contracts for 84 units, representing 76% of total units.

HHC 2025 FORM 10-K | 40


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements

We broke ground on Kalae in June 2024 and expect to complete construction in 2027. Kalae will consist of 329 one-, two-, and three-bedroom residences. As of December 31, 2024, we have entered into contracts for 305 units, representing 92.7% of total units.

The Woodlands We launched public presales of our first condominium project in The Woodlands in March 2024. 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 December 31, 2024, we have entered into contracts for 78 units, representing 70.3% of total units. We broke ground on The Ritz-Carlton Residences in October 2024.

Predevelopment Condominiums

Ward Village We launched public ~~presales~~pre-sales for The Launiu in February 2024. The Launiu will consist of 485 studio, one-, two-, and three-bedroom residences. As of December 31, ~~2024~~2025, we have entered into contracts for ~~283~~346 units, representing ~~58.4~~71% of total units. Construction is expected to commence on The Launiu in early 2026.

~~The~~We ~~following~~launched ~~provides~~public ~~further~~pre-sales ~~detail~~ for ~~all~~Melia ~~condominium~~in ~~projects~~June as2025. Melia will consist of 220 one-, two-, three-, and four-bedroom residences. As of December 31, ~~2024:~~2025, we have entered into contracts for 144 units, representing 65% of total units.

	Location	Units Closed	Units Under Contract	Total Units	Total % of Units Closed or Under Contract		Completion Date
Completed
Waiea (a)	Honolulu, HI	177	—	177	100.0	%	Q4 2016
Anaha (a)	Honolulu, HI	317	—	317	100.0	%	Q4 2017
Ae`o (a)	Honolulu, HI	465	—	465	100.0	%	Q4 2018
Ke Kilohana (a)	Honolulu, HI	423	—	423	100.0	%	Q2 2019
‘A‘ali‘i (a)	Honolulu, HI	750	—	750	100.0	%	Q4 2021
Kō'ula (b)	Honolulu, HI	565	—	565	100.0	%	Q3 2022
Victoria Place	Honolulu, HI	349	—	349	100.0	%	Q4 2024
Under construction
Ulana Ward Village (c)	Honolulu, HI	—	696	696	100.0	%	2025
The Park Ward Village (d)	Honolulu, HI	—	527	545	96.7	%	2026
Kalae (e)	Honolulu, HI	—	305	329	92.7	%	2027
The Ritz-Carlton Residences (f)	The Woodlands, TX	—	78	111	70.3	%	2027
Predevelopment
The Launiu (g)	Honolulu, HI	—	283	485	58.4	%	2028

We launched public pre-sales for ‘Ilima in June 2025. ‘Ilima will consist of 148 one-, two-, three-, and four-bedroom residences. As of December 31, 2025, we have entered into contracts for 76 units, representing 51% of total units.

~~(a)~~The ~~retail~~following ~~portions~~provides offurther ~~these~~detail ~~projects~~for ~~are~~all ~~100%~~condominium ~~leased~~projects ~~and~~as ~~have~~of ~~been~~December 31, ~~placed in service.~~2025:

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


	Location	Units Closed	Units Under Contract	Total Units	Total % of Units Closed or Under Contract		Completion Date
Completed
Waiea	Honolulu, HI	177	—	177	100	%	Q4 2016
Anaha	Honolulu, HI	317	—	317	100	%	Q4 2017
Ae`o	Honolulu, HI	465	—	465	100	%	Q4 2018
Ke Kilohana	Honolulu, HI	423	—	423	100	%	Q2 2019
‘A‘ali‘i	Honolulu, HI	750	—	750	100	%	Q4 2021
Kō'ula	Honolulu, HI	565	—	565	100	%	Q3 2022
Victoria Place	Honolulu, HI	349	—	349	100	%	Q4 2024
Ulana Ward Village	Honolulu, HI	690	6	696	100	%	Q4 2025
Under construction
The Park Ward Village	Honolulu, HI	—	529	545	97	%	Q2 2026
Kalae	Honolulu, HI	—	307	329	93	%	2028
The Ritz-Carlton Residences	The Woodlands, TX	—	84	111	76	%	2027
Predevelopment
The Launiu	Honolulu, HI	—	346	485	71	%	2028
Melia	Honolulu, HI	—	144	220	65	%	2030
‘Ilima	Honolulu, HI	—	76	148	51	%	2030

~~(c)Ulana~~HHC ~~Ward~~2025 ~~Village~~FORM ~~will include approximately 32,100 square feet of retail space.~~ 10-K | 41

(d)The Park Ward Village will include approximately 26,800 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.

HHC 2024 FORM 10-K | 40


MANAGEMENT’S NARRATIVE ANALYSIS RESULTS OF OPERATIONS			Table of Contents Index to Financial Statements


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 for the years ended December 31:

thousands	2024		2023		$ Change
thousands except percentages	2025		2024		$ Change		% Change
Corporate income	$	68	$	60	$	8
General and administrative expenses	$	(88,903)	$	(88,128)	$	(775)	(1)	%
General and administrative	(88,128)		(85,619)		(2,509)
Gain (loss) on sale of MUD receivables	(48,197)		(48,651)		454		1	%
Gain (loss) on sale of MUD receivables	(48,651)		—		(48,651)
Corporate interest expense, net	(104,737)		(80,446)		(24,291)		(30)	%
Corporate interest expense, net	(80,446)		(87,243)		6,797
Corporate depreciation and amortization	(3,410)		(3,066)		(344)		(11)	%
Corporate other income (loss), net	764		3,143		(2,379)
Income tax (expense) benefit	(38,535)		(80,961)		42,426		52	%
Corporate depreciation and amortization	(3,066)		(3,215)		149
Other	(19,160)		(14,170)		(4,990)		(35)	%
Other	(15,002)		(13,302)		(1,700)
Total Corporate income, expenses, and other items	$	(302,942)	$	(315,422)	$	12,480	4	%
Income tax (expense) benefit	(80,961)		(26,648)		(54,313)
Total Corporate income, expenses, and other items	$	(315,422)	$	(212,824)	$	(102,598)

Corporate income, expenses, and other items ~~was~~were ~~unfavorably~~favorably impacted compared to the prior year by the following:

–Income tax expense ~~increased~~decreased $5442.34 million primarily due to ana ~~increase~~decrease in Income before income taxes in 2025 as compared to 2024 as well as the net impact of the 2024 spinoff of Seaport Entertainment Group Inc. which included a net increase in tax expense in 2024 related to the revaluation of deferred tax assets and liabilities, aspartially ~~a result of the spinoff of Seaport Entertainment Group Inc. These increases were~~ offset by a partial release of valuation allowances on the Company’s deferred tax assets ~~including a state net operating loss carryover as a result of the spinoff~~. Refer to Note 13 - Income Taxes in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.

~~–Loss~~Corporate onincome, ~~sale~~expenses, ofand ~~MUD~~other ~~receivables~~items ofwere ~~$48.7 million~~unfavorably ~~was~~impacted ~~recognized~~compared ~~in 2024. Refer~~ to ~~Note~~the 1prior -year ~~Presentation~~by ~~of Financial Statements and Significant Accounting Policies in~~ the ~~Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.~~following:

–Corporate ~~income,~~interest ~~expenses~~expense, ~~and~~net ~~other~~increased ~~items~~$24.3 million ~~was~~primarily ~~favorably~~due ~~impacted~~to ~~compared~~interest toexpense recognized from the ~~prior-year~~accretion ~~period~~of bythe liability related to the ~~following:~~sale of future MUD receivables.

–~~Corporate~~Other ~~interest~~expenses ~~expense,~~increased ~~net decreased~~ $65.80 million primarily due to ~~the~~increased ~~termination~~marketing ofcosts aacross ~~derivative~~our ~~instrument~~condominium ~~in the third quarter of 2023~~projects. ~~Refer to Note 10 - Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.~~

Income Taxes

thousands except percentages	~~2024~~2025			~~2023~~2024
Income tax expense (benefit)	$	8038,~~961~~535		$	2680,~~648~~961
Income (loss) before income taxes	$	~~369~~170,~~023~~366		$	~~110~~369,~~880~~023
Effective tax rate	2122.96		%	2421.09		%

The Company’s effective tax rate is typically impacted by non-deductible executive compensation and other permanent differences as well as state income taxes, which cause the Company’s effective tax rate to deviate from the federal statutory rate.

The Company’s effective tax rate for the year ended December 31, ~~2024~~2025, was 2122.96% compared to 2421.09% for the year ended December 31, ~~2023~~2024. The ~~decrease~~increase was primarily due to a partial release of valuation allowances on the Company’s deferred tax assets ~~including a state net operating loss carryover as a result of the spinoff of Seaport Entertainment Group Inc. as well as a decrease~~ in ~~non-deductible executive compensation, partially offset by a net increase in expense related to the revaluation of deferred tax assets and liabilities as a result of the spinoff~~2024.

For additional information on income taxes, see Note 13 - Income Taxes in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.

HHC ~~2024~~2025 FORM 10-K | 4142


MARKET RISK QUANTITATIVE AND QUALITATIVE DISCLOSURES			Table of Contents Index to Financial Statements

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

We are subject to interest rate risk with respect to our variable-rate financings as increases in interest rates would cause our payments under such financings to increase. With respect to fixed-rate financings, increases in interest rates could make it more difficult to refinance such debt when it becomes due. As properties are placed into service and become stabilized, we typically refinance the variable-rate debt with long-term fixed-rate debt.

The Company uses derivative instruments to manage its interest rate risk, primarily through the use of interest rate swaps, caps, and collars. The Company had $1.42 billion of variable-rate debt outstanding at December 31, ~~2024~~2025, of which $~~250~~361.25 million was swapped to a fixed rate through the use of interest rate swaps and $~~827~~648.21 million had interest rate cap contracts in place. Additionally, the interest rate caps and collars are on construction loans and mortgages with undrawn loan commitment of $~~162~~29.70 million as of December 31, ~~2024~~2025, which will be covered by the interest rate cap and collar contracts upon drawing. Refer to Note 10 - Derivative Instruments and Hedging Activities in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional detail.

As of December 31, ~~2024~~2025, annual interest costs would increase approximately $3.2.1 million for every 1.00% increase in floating interest rates. Generally, a significant portion of our interest expense is capitalized due to the level of assets we currently have under development; therefore, the current impact of a change in our interest rate on our Consolidated Statements of Operations and Consolidated Statements of Comprehensive Income would be less than the total change, but we would incur higher cash payments and the development costs of our assets would be higher, resulting in greater depreciation or cost of sales in later years.

The following table summarizes principal cash flows on our debt obligations and related weighted-average interest rates by expected maturity dates as of December 31, ~~2024~~2025:

	Contractual Maturity Date
thousands	2025			2026			2027			2028			2029			Thereafter			Total
thousands except percentages	2026			2027			2028			2029			2030			Thereafter			Total
Mortgages, notes, and loans payable	$	~~421~~663,~~202~~243		$	~~509~~507,~~097~~661		$	~~415~~923,~~717~~362		$	~~838~~1,~~680~~075,975		$	1277,~~270,240~~225		$	1,~~713~~696,~~501~~748		$	5,~~168~~144,~~437~~214
Weighted-average interest rate	5.3829		%	5.1606		%	4.9785		%	4.7365		%	4.5864		%	4.3027		%

HHC ~~2024~~2025 FORM 10-K | 4243


FINANCIAL STATEMENTS INDEX			Table of Contents Index to Financial Statements

Item 8. Financial Statements and Supplementary Data

Index to Consolidated Financial Statements and Financial Statement Schedule			Page
Consolidated Financial Statements
Management’s Report on Internal Control over Financial Reporting			4445
Report of Independent Registered Public Accounting Firm (PCAOB ID : 185)			4546
Consolidated Balance Sheets as of December 31, 2024, and 2023			47
Consolidated Balance Sheets as of December 31, 2025, and 2024			48
Consolidated Statements of Operations for the years ended December 31, 2024, 2023, and 2022			48
Consolidated Statements of Operations for the years ended December 31, 2025, 2024, and 2023			49
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2024, 2023, and 2022			49
Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2025, 2024, and 2023			50
Consolidated Statements of Equity for the years ended December 31, 2024, 2023, and 2022			50
Consolidated Statements of Equity for the years ended December 31, 2025, 2024, and 2023			51
Consolidated Statements of Cash Flows for the years ended December 31, 2024, 2023, and 2022			51
Consolidated Statements of Cash Flows for the years ended December 31, 2025, 2024, and 2023			52
Notes to Consolidated Financial Statements			5354
Note 1. Presentation of Financial Statements and Significant Accounting Policies			5354
Note 2. Discontinued Operations			6364
Note 3. Investments in Unconsolidated Ventures			6465
Note 4. Acquisitions and Dispositions			66
Note 5. Impairment			67
Note 6. Other Assets and Liabilities			6768
Note 7. Intangibles			6869
Note 8. Mortgages, Notes, and Loans Payable, Net			6970
Note 9. Fair Value			7172
Note 10. Derivative Instruments and Hedging Activities			7274
Note 11. Commitments and Contingencies			7476
Note 12. Stock-Based Compensation Plans			7677
Note 13. Income Taxes			7879
Note 14. Accumulated Other Comprehensive Income (Loss)			8081
Note 15. Common Stock and Equity			81
Note 15. Revenues			81
Note 16. Revenues			81
Note 16. Leases			83
Note 17. Leases			83
Note 17. Segments			85
Note 18. Segments			85
Note 18. Quarterly Financial Information (Unaudited)			88
Note 19. Quarterly Financial Information (Unaudited)			88
Schedule III – Real Estate and Accumulated Depreciation			89

HHC ~~2024~~2025 FORM 10-K | 4344


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

Management’s Report on Internal Control over Financial Reporting

Management of The Howard Hughes Corporation (the Company) is responsible for establishing and maintaining a system of internal control over financial reporting designed to provide reasonable assurance that transactions are executed in accordance with management authorization and that such transactions are properly recorded and reported in the financial statements, and that records are maintained so as to permit preparation of the financial statements in accordance with U.S. generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Management has assessed the effectiveness of the Company’s internal control over financial reporting utilizing the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission in Internal Control – Integrated Framework (2013 Framework). Management concluded, based on its assessment, that the Company’s internal control over financial reporting was effective as of December 31, ~~2024~~2025.

KPMG LLP, an independent registered public accounting firm, has audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, as stated in their report which is included in this Annual Report on Form 10-K (Annual Report).

HHC ~~2024~~2025 FORM 10-K | 4445


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

Report of Independent Registered Public Accounting Firm

To Those Charged with Governance

The Howard Hughes Corporation:

Opinions on the Consolidated Financial Statements and Internal Control Over Financial Reporting

We have audited the accompanying consolidated balance sheets of The Howard Hughes Corporation (the Company) as of December 31, ~~2024~~2025 and ~~2023~~2024, the related consolidated statements of operations, comprehensive income (loss), equity, and cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, and the related notes and financial statement schedule III (collectively, the consolidated financial statements). We also have audited the Company’s internal control over financial reporting as of December 31, ~~2024~~2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, ~~2024~~2025 and ~~2023~~2024, and the results of its operations and its cash flows for each of the years in the three-year period ended December 31, ~~2024~~2025, in conformity with U.S. generally accepted accounting principles. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, ~~2024~~2025 based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission.

Basis for Opinions

The Company’s management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control ~~Over~~over Financial Reporting. Our responsibility is to express an opinion on the Company’s consolidated financial statements and an opinion on the Company’s internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

Definition and Limitations of Internal Control Over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

HHC ~~2024~~2025 FORM 10-K | 4546


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Master Planned Communities (MPC) cost of sales estimates

As discussed in Note 1 to the consolidated financial statements, when developed residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs, based on relative sales value, that ~~beneﬁt~~benefit the property sold. For purposes of allocating development costs, estimates of future revenues and future development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. MPC cost of sales estimates are highly judgmental as they are sensitive to cost escalation and sales price escalation, which are subject to judgment and affected by expectations about future market or economic conditions. The Company recognized MPC cost of sales of $~~169~~188.27 million for the year ended December 31, ~~2024~~2025.

We identified the evaluation of estimated future development costs and revenues that drive the MPC cost of sales estimates as a critical audit matter. Subjective auditor judgment was required to evaluate the cost escalation and sales price escalation assumptions.

The following are the primary procedures we performed to address this critical audit matter. We evaluated the design and tested the operating effectiveness of certain internal controls related to the process to estimate MPC cost of sales. This included controls related to management’s monitoring and review of the assumptions noted above. We tested the assumptions related to cost escalation and sales price escalation by:

•agreeing the current year estimates for revenues and costs to actual results, where applicable

•comparing the Company’s historical cost escalation and sales price escalation estimates to actual results to assess the Company’s ability to accurately estimate these amounts

•performing site visits for certain MPC developments, as needed and historically when warranted, to compare the overall status of the developments to what is reflected within the MPC cost of sales estimates.

•comparing expected price per acre for each property type available for sale to applicable market data

•comparing the cost and sales price escalation rates throughout the duration of the development to available market data.

/s/ KPMG LLP

We have served as the Company’s auditor since 2022.

Dallas, Texas

February 2826, ~~2025~~2026

HHC ~~2024~~2025 FORM 10-K | 4647


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

THE HOWARD HUGHES CORPORATION

CONSOLIDATED BALANCE SHEETS

	December 31,
thousands except par values and share amounts	2024		2023
thousands	2025		2024
ASSETS
Master Planned Communities assets	$	2,~~511~~635,~~662~~077	$	2,~~445~~511,~~673~~662
Buildings and equipment	34,~~841~~028,~~872~~862		3,~~649~~841,~~376~~872
Less: accumulated depreciation	(~~949~~1,~~533~~082,124)		(~~829~~949,~~018~~533)
Land	~~302~~307,~~446~~625		~~294~~302,~~189~~446
Developments	1,~~341~~477,~~029~~615		1,~~169~~341,~~571~~029
Net investment in real estate	7,~~047~~367,~~476~~055		67,~~729~~047,~~791~~476
Investments in unconsolidated ventures	~~169~~170,~~566~~122		~~182~~169,~~799~~566
Cash and cash equivalents	~~595~~570,~~696~~574		~~629~~595,~~714~~696
Restricted cash	~~402~~628,~~420~~651		~~379~~402,~~498~~420
Accounts receivable, net	~~105~~134,~~185~~122		~~101~~105,~~373~~185
Municipal Utility District (MUD) receivables, net	~~463~~459,~~799~~729		~~550~~463,~~884~~799
Deferred expenses, net	~~139~~160,~~350~~966		~~138~~139,~~182~~350
Operating lease right-of-use assets	5,~~806~~231		5,~~463~~806
Other assets, net	~~279~~237,~~495~~194		~~242~~279,~~636~~495
Assets of discontinued operations	—		615,272
Total assets	$	9,733,644	$	9,208,793
Total assets	$	9,208,793	$	9,575,612
LIABILITIES
Mortgages, notes, and loans payable, net	$	5,~~127~~109,~~469~~828	$	5,~~146~~127,~~992~~469
Operating lease obligations	54,~~456~~868		5,~~362~~456
Deferred tax liabilities, net	~~143~~164,~~107~~507		84143,~~523~~107
Accounts payable and other liabilities	1,~~092~~503,~~460~~582		1,~~052~~092,~~973~~460
Liabilities of discontinued operations	—		227,165
Total liabilities	6,782,785		6,368,492
Total liabilities	6,368,492		6,517,015
Commitments and Contingencies (see Note 11)
EQUITY
Common stock: 10 shares authorized, issued, and outstanding as of December 31, 2024 and December 31, 2023	—		—
Common stock: 10 shares authorized, issued, and outstanding as of December 31, 2025, and December 31, 2024	—		—
Additional paid-in capital	2,~~955~~936,~~247~~473		32,~~374~~955,~~284~~247
Retained earnings (accumulated deficit) attributable to Howard Hughes Holdings Inc.	(~~182~~50,~~462~~577)		(~~383~~182,~~012~~462)
Accumulated other comprehensive income (loss)	(1,~~968~~827)		1,~~272~~968
Total equity attributable to Howard Hughes Holdings Inc.	2,~~774~~884,~~753~~069		2,~~992~~774,~~544~~753
Noncontrolling interests	6566,~~548~~790		6665,~~053~~548
Total equity	2,~~840~~950,~~301~~859		32,~~058~~840,~~597~~301
Total liabilities and equity	$	9,~~208~~733,~~793~~644	$	9,~~575~~208,~~612~~793

See Notes to Consolidated Financial Statements.

HHC ~~2024~~2025 FORM 10-K | 4748


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

THE HOWARD HUGHES CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

Year Ended December 31,

thousands

~~2024~~2025

~~2023~~2024

~~2022~~2023

REVENUES

Condominium rights and unit sales

~~778~~370,~~616~~156

47778,~~707~~616

~~677~~47,~~078~~707

Master Planned Communities land sales

~~453~~562,~~195~~586

~~370~~453,~~185~~195

~~316~~370,~~065~~185

Rental revenue

~~422~~441,~~100~~446

~~383~~422,~~617~~100

~~379~~383,~~693~~617

Other land, rental, and property revenues

4448,~~755~~363

4644,~~255~~755

4446,~~893~~255

Builder price participation

52,~~023~~341

6052,~~989~~023

7160,~~761~~989

Total revenues

1,~~750~~474,~~689~~892

~~908~~1,~~753~~750,689

1908,~~489,490~~753

EXPENSES

Condominium rights and unit cost of sales

~~582~~369,~~574~~408

55582,~~417~~574

~~483~~55,~~983~~417

Master Planned Communities cost of sales

~~169~~188,~~191~~704

~~140~~169,~~050~~191

~~119~~140,~~466~~050

Operating costs

~~208~~213,~~578~~449

~~205~~208,~~453~~578

~~191~~205,~~856~~453

Rental property real estate taxes

5860,~~395~~768

5558,~~649~~395

5255,~~121~~649

Provision for (recovery of) doubtful accounts

~~504~~232

~~(2,762)~~504

~~629~~(2,762)

General and administrative

88,~~128~~903

8588,~~619~~128

8185,~~770~~619

Depreciation and amortization

~~179~~183,~~799~~232

~~168~~179,~~734~~799

~~154~~168,~~605~~734

Other

1519,~~002~~146

1315,~~302~~002

1113,~~920~~302

Total expenses

1,~~302~~123,~~171~~842

~~721~~1,~~462~~302,171

1721,~~096,350~~462

OTHER

Gain (loss) on sale or disposal of real estate and other assets, net

2229,~~907~~825

2422,~~162~~907

2924,~~678~~162

Other income (loss), net

92(16,~~120~~023)

592,~~823~~120

15,~~421~~823

Total other

~~115~~13,~~027~~802

29115,~~985~~027

3129,~~099~~985

Operating income (loss)

~~563~~364,~~545~~852

~~217~~563,~~276~~545

~~424~~217,~~239~~276

Interest income

2522,~~349~~568

25,~~500~~349

325,~~818~~500

Interest expense

(~~164~~169,~~926~~931)

(~~157~~164,~~575~~926)

(~~112~~157,~~498~~575)

Gain (loss) on extinguishment of debt

(~~465~~698)

(97465)

(~~2,377~~97)

Gain (loss) on sale of MUD receivables

(48,~~651~~197)

—(48,651)

—

Equity in earnings (losses) from unconsolidated ventures

(51,~~829)~~772

25(5,~~776~~829)

2125,~~723~~776

Income (loss) from continuing operations before income taxes

~~369~~170,~~023~~366

~~110~~369,~~880~~023

~~334~~110,~~905~~880

Income tax expense (benefit)

8038,~~961~~535

2680,~~648~~961

8226,~~196~~648

Net income (loss) from continuing operations

~~288~~131,~~062~~831

84288,~~232~~062

~~252~~84,~~709~~232

Net income (loss) from discontinued operations, net of tax

~~(88,223)~~—

(~~634~~88,~~940~~223)

(68634,~~073~~940)

Net income (loss)

~~199~~131,~~839~~831

~~(550~~199,~~708)~~839

~~184~~(550,~~636~~708)

Net (income) loss attributable to noncontrolling interests

~~711~~54

~~(243)~~711

(~~103~~243)

Net income (loss) attributable to Howard Hughes Holdings Inc.

~~200~~131,~~550~~885

~~(550~~200,~~951)~~550

~~184~~(550,~~533~~951)

See Notes to Consolidated Financial Statements.

HHC ~~2024~~2025 FORM 10-K | 4849


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

THE HOWARD HUGHES CORPORATION

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

	Year Ended December 31,
thousands	~~2024~~2025		~~2023~~2024		~~2022~~2023
Net income (loss)	$	~~199~~131,~~839~~831	$	~~(550~~199,~~708)~~839	$	~~184~~(550,~~636~~708)
Other comprehensive income (loss)
Interest rate caps and swaps (a)	~~321~~(3,885)		~~(9,322)~~321		31(9,~~698~~322)
Pension adjustment (b)	~~375~~90		~~259~~375		~~(183)~~259
Reclassification of the Company's share of previously deferred derivative gains to net income (c)	—		—		(6,723)
Other comprehensive income (loss)	(3,795)		696		(9,063)
Other comprehensive income (loss)	696		(9,063)		24,792
Comprehensive income (loss)	128,036		200,535		(559,771)
Comprehensive income (loss)	200,535		(559,771)		209,428
Comprehensive (income) loss attributable to noncontrolling interests	54		711		(243)
Comprehensive (income) loss attributable to noncontrolling interests	711		(243)		(103)
Comprehensive income (loss) attributable to Howard Hughes Holdings Inc.	$	128,090	$	201,246	$	(560,014)
Comprehensive income (loss) attributable to Howard Hughes Holdings Inc.	$	201,246	$	(560,014)	$	209,325

(a)Amounts are shown net of deferred tax ~~expense~~benefit of $0.1.2 million for the year ended December 31, ~~2024~~2025, deferred tax ~~benefit~~expense of $20.71 million for the year ended December 31, ~~2023~~2024, and deferred tax ~~expense~~benefit of $92.57 million for the year ended December 31, ~~2022~~2023.

(b)The deferred tax impact was not meaningful for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023.

(c)In March 2022, the Company completed the sale of its ownership interest in 110 North Wacker and released a net of $6.7 million from Accumulated other comprehensive income (loss), representing the Company’s $8.6 million share of previously deferred gains associated with the Venture’s derivative instruments net of tax expense of $1.9 million. See Note 3 - Investments in Unconsolidated Ventures for additional information.

See Notes to Consolidated Financial Statements.

HHC ~~2024~~2025 FORM 10-K | 4950


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

THE HOWARD HUGHES CORPORATION

CONSOLIDATED STATEMENTS OF EQUITY

						Retained		Accumulated
				Additional		Earnings		Other					Total
thousands except shares	Common Stock			Paid-In		(Accumulated		Comprehensive		Treasury Stock			Stockholders'		Noncontrolling		Total
	Shares	Amount		Capital		Deficit)		Income (Loss)		Shares	Amount		Equity		Interests		Equity
Balance, December 31, 2021	56,173,276	$	563	$	3,960,418	$	(16,456)	$	(14,457)	(2,107,615)	$	(220,073)	$	3,709,995	$	675	$	3,710,670
Net income (loss)	—	—		—		184,533		—		—	—		184,533		103		184,636
Interest rate swaps, net of tax expense (benefit) of $9,460	—	—		—		—		31,698		—	—		31,698		—		31,698
Pension adjustment, net of tax expense (benefit) of $(71)	—	—		—		—		(183)		—	—		(183)		—		(183)
Deconsolidation of Ward Village homeowners’ associations	—	—		—		—		—		—	—		—		(211)		(211)
Teravalis noncontrolling interest	—	—		—		—		—		—	—		—		65,046		65,046
Reclassification of the Company’s share of previously deferred derivative gains, net of tax expense of $1,912 (a)	—	—		—		—		(6,723)		—	—		(6,723)		—		(6,723)
Repurchase of common shares	—	—		—		—		—		(4,283,874)	(388,372)		(388,372)		—		(388,372)
Stock plan activity	52,997	1		12,143		—		—		(32,787)	(2,593)		9,551		—		9,551
Balance, December 31, 2022	56,226,273	$	564	$	3,972,561	$	168,077	$	10,335	(6,424,276)	$	(611,038)	$	3,540,499	$	65,613	$	3,606,112
Net income (loss)	—	—		—		(550,951)		—		—	—		(550,951)		243		(550,708)
Interest rate swaps, net of tax expense (benefit) of $(2,729)	—	—		—		—		(9,322)		—	—		(9,322)		—		(9,322)
Pension adjustment, net of tax expense (benefit) of $70	—	—		—		—		259		—	—		259		—		259
Teravalis noncontrolling interest	—	—		—		—		—		—	—		—		219		219
Stock plan activity	322,506	2		11,138		—		—		(21,628)	(1,722)		9,418		—		9,418
Stock conversion to HHH	(56,548,779)	(566)		(612,194)		—		—		6,445,904	612,760		—		—		—
HHC shares issued to HHH	10	—		—		—		—		—	—		—		—		—
Capital transactions with HHH	—	—		2,779		(138)		—		—	—		2,641		—		2,641
Other	—	—		—		—		—		—	—		—		(22)		(22)
Balance, December 31, 2023	10	$	—	$	3,374,284	$	(383,012)	$	1,272	—	$	—	$	2,992,544	$	66,053	$	3,058,597
Net income (loss)	—	—		—		200,550		—		—	—		200,550		(711)		199,839
Interest rate swaps, net of tax expense (benefit) of $60	—	—		—		—		321		—	—		321		—		321
Pension adjustment, net of tax expense (benefit) of $118	—	—		—		—		375		—	—		375		—		375
Teravalis noncontrolling interest	—	—		—		—		—		—	—		—		206		206
Distribution of Seaport Entertainment Group Inc. to stockholders	—	—		(409,126)		—		—		—	—		(409,126)		—		(409,126)
Capital transactions with HHH	—	—		(9,911)		—		—		—	—		(9,911)		—		(9,911)
Balance, December 31, 2024	10	$	—	$	2,955,247	$	(182,462)	$	1,968	—	$	—	$	2,774,753	$	65,548	$	2,840,301
Net income (loss)	—	—		—		131,885		—		—	—		131,885		(54)		131,831
Interest rate swaps, net of tax expense (benefit) of $(1,231)	—	—		—		—		(3,885)		—	—		(3,885)		—		(3,885)
Pension adjustment, net of tax expense (benefit) of $24	—	—		—		—		90		—	—		90		—		90
Deconsolidation of Associations of Unit Owners	—	—		—		—		—		—	—		—		979		979
Teravalis noncontrolling interest	—	—		—		—		—		—	—		—		317		317
Capital transactions with HHH	—	—		(18,774)		—		—		—	—		(18,774)		—		(18,774)
Balance, December 31, 2025	10	$	—	$	2,936,473	$	(50,577)	$	(1,827)	—	$	—	$	2,884,069	$	66,790	$	2,950,859

(a)In March 2022, the Company completed the sale of its ownership interest in 110 North Wacker and released a net of $6.7 million from Accumulated other comprehensive income (loss), representing the Company’s $8.6 million share of previously deferred gains associated with the Venture’s derivative instruments net of tax expense of $1.9 million. See Note 3 - Investments in Unconsolidated Ventures for additional information.

See Notes to Consolidated Financial Statements.

HHC ~~2024~~2025 FORM 10-K | 5051


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

THE HOWARD HUGHES CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

	Year Ended December 31,
thousands	~~2024~~2025		~~2023~~2024		~~2022~~2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	~~199~~131,~~839~~831	$	~~(550~~199,~~708)~~839	$	~~184~~(550,~~636~~708)
Net income (loss) from discontinued operations, net of taxes	~~(88,223)~~—		(~~634~~88,~~940~~223)		(68634,~~073~~940)
Net income (loss) from continuing operations	~~288~~131,~~062~~831		84288,~~232~~062		~~252~~84,~~709~~232
Adjustments to reconcile net income (loss) to cash provided by (used in) operating activities:
Depreciation	~~160~~164,~~638~~031		~~151~~160,~~881~~638		~~137~~151,~~817~~881
Amortization	19,~~360~~444		1619,~~960~~360		16,~~886~~960
Amortization of deferred financing costs	12,~~396~~375		1112,~~840~~396		1011,~~254~~840
Amortization of intangibles other than in-place leases	120		120		120
Straight-line rent amortization	(76,~~012~~156)		(7,~~464~~012)		(7,~~597~~464)
Deferred income taxes	6222,~~306~~607		(962,~~667)~~306		55(9,~~832~~667)
Restricted stock and stock option amortization	1418,~~436~~421		1514,~~852~~436		1115,~~895~~852
Net gain on sale of properties	(2229,~~907~~825)		(2422,~~162~~907)		(2924,~~687~~162)
Net gain on sale of unconsolidated ventures	—		—		(5,016)
Loss on sale of MUD receivables	48,197		48,651		—
Loss on sale of MUD receivables	48,651		—		—
Proceeds from sale of MUD receivables	180,043		176,680		—
Proceeds from sale of MUD receivables	176,680		—		—
(Gain) loss on extinguishment of debt	698		465		97
(Gain) loss on extinguishment of debt	465		97		2,377
Equity in (earnings) losses from unconsolidated ventures, net of distributions	4,496		12,436		(15,539)
Equity in (earnings) losses from unconsolidated ventures, net of distributions and impairment charges	12,436		(15,539)		(8,191)
Provision for (recovery of) doubtful accounts	3,414		(499)		8,274
Provision for doubtful accounts	(499)		8,274		34
Master Planned Communities development expenditures	(477,870)		(427,979)		(403,633)
Master Planned Community development expenditures	(427,979)		(403,633)		(396,125)
Master Planned Communities cost of sales, net of SID bonds transfers to buyers	170,968		151,177		126,167
Master Planned Community cost of sales	151,177		126,167		111,723
Condominium development expenditures	(511,013)		(681,998)		(472,666)
Condominium development expenditures	(681,998)		(472,666)		(340,793)
Condominium rights and units cost of sales, net of closing commissions	358,953		565,419		53,156
Condominium rights and units cost of sales	565,419		53,156		465,711
Other	4,742		—		1,319
Other	—		1,319		—
Net Changes:
Accounts receivable, net	83(18,~~784~~215)		~~117~~83,~~334~~784		82117,~~771~~334
Other assets, net	1632,~~345~~423		2916,~~484~~345		~~(26~~29,~~326)~~484
Condominium deposits, net	~~(19~~289,~~065)~~108		88(19,~~595~~065)		2188,~~273~~595
Deferred expenses, net	(3140,~~123~~556)		(2631,~~874~~123)		(2826,~~112~~874)
Accounts payable and other liabilities	2883,~~094~~108		4128,~~789~~094		1441,~~437~~789
Cash provided by (used in) operating activities of continuing operations	~~449~~461,~~786~~344		~~(212~~449,~~905)~~786		~~341~~(212,~~992~~905)
Cash provided by (used in) operating activities of discontinued operations	~~(51,160)~~—		(4351,~~327~~160)		(1643,~~739~~327)
Cash provided by (used in) operating activities	~~398~~461,~~626~~344		~~(256~~398,~~232)~~626		~~325~~(256,~~253~~232)
CASH FLOWS FROM INVESTING ACTIVITIES
Property and equipment expenditures	(23,~~143~~499)		(72,~~340~~143)		(27,~~004~~340)
Operating property improvements	(4744,~~949~~758)		(4047,~~211~~949)		(4340,~~193~~211)
Property development and redevelopment	(~~252~~170,~~953~~959)		(~~231~~252,~~038~~953)		(~~268~~231,~~413~~038)
Acquisition of assets	(18,~~456~~115)		(518,~~898~~456)		—(5,898)
Proceeds from sales of properties, net	4812,~~408~~336		3948,~~543~~408		8139,~~720~~543
Reimbursements under tax increment financings and grants	86,~~721~~583		18,~~469~~721		~~127~~1,469
Distributions from unconsolidated ventures	64,~~657~~386		126,~~995~~657		~~207~~12,~~685~~995
Investments in unconsolidated ventures, net	(3,~~500~~582)		—(3,500)		~~(299)~~—
Net parent investment in discontinued operations	(150,387)		(115,185)		(225,091)
Other	(1,458)		—		—
Cash provided by (used in) investing activities of continuing operations	(411,602)		(345,665)		(249,468)
Net parent investment in discontinued operations	—		(150,387)		(115,185)
Cash provided by (used in) investing activities of discontinued operations	110,343		9,522		28,773
Cash provided by (used in) investing activities of continuing operations	(219,066)		(411,602)		(345,665)
Cash provided by (used in) investing activities	(301,259)		(336,143)		(220,695)
Cash provided by (used in) investing activities of discontinued operations	—		110,343		9,522
Cash provided by (used in) investing activities	(219,066)		(301,259)		(336,143)

HHC ~~2024~~2025 FORM 10-K | 5152


FINANCIAL STATEMENTS			Table of Contents Index to Financial Statements

	Year Ended December 31,
thousands	~~2024~~2025		~~2023~~2024		~~2022~~2023
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from mortgages, notes, and loans payable	~~761~~759,~~429~~545		~~677~~761,~~441~~429		1677,~~235,897~~441
Principal payments on mortgages, notes, and loans payable	(~~807~~782,~~548~~458)		(~~147~~807,~~623~~548)		(1147,~~063,439~~623)
Repurchases of common shares	—		—		(403,863)
Debt extinguishment costs	(422)		—		—
Debt extinguishment costs	—		—		(60)
Special Improvement District bond funds released from (held in) escrow	25,254		16,850		11,037
Special Improvement District bond funds released from (held in) escrow	16,850		11,037		23,148
Deferred financing costs and bond issuance costs	(6,091)		(6,235)		(569)
Deferred financing costs and bond issuance costs, net	(6,235)		(569)		(18,220)
Taxes paid on stock options exercised and restricted stock vested	—		(943)		(2,643)
Taxes paid on stock options exercised and restricted stock vested	(943)		(2,643)		(3,012)
Distributions to HHH	(37,314)		(22,889)		(2,302)
Stock options exercised	—		—		345
Sale of preferred stock in Seaport subsidiary	—		9,850		—
Issuance of Teravalis noncontrolling interest	—		—		31,234
Contributions from Teravalis noncontrolling interest owner	317		206		219
Distribution to noncontrolling interest upon sale of 110 North Wacker	—		—		(22,084)
Cash provided by (used in) financing activities of continuing operations	(41,169)		(49,280)		535,560
Distributions to HHH	(22,889)		(2,302)		—
Cash provided by (used in) financing activities of discontinued operations	—		(103,028)		10,935
Sale of preferred stock in Seaport subsidiary	9,850		—		—
Cash provided by (used in) financing activities	(41,169)		(152,308)		546,495
Contributions from Teravalis noncontrolling interest owner	206		219		—
Net change in cash, cash equivalents, and restricted cash	201,109		(54,941)		(45,880)
Cash provided by (used in) financing activities of continuing operations	(49,280)		535,560		(220,054)
Cash, cash equivalents, and restricted cash at beginning of period	998,116		1,053,057		1,098,937
Cash provided by (used in) financing activities of discontinued operations	(103,028)		10,935		(2,204)
Cash, cash equivalents, and restricted cash at end of period	1,199,225		998,116		1,053,057
Cash provided by (used in) financing activities	(152,308)		546,495		(222,258)
Less: Cash, cash equivalents, and restricted cash of discontinued operations at end of period	—		—		43,845
Net change in cash, cash equivalents, and restricted cash	(54,941)		(45,880)		(117,700)
Cash, cash equivalents, and restricted cash of continuing operations at end of period	$	1,199,225	$	998,116	$	1,009,212
Cash, cash equivalents, and restricted cash at beginning of period	1,053,057		1,098,937		1,216,637
Cash, cash equivalents, and restricted cash at end of period	998,116		1,053,057		1,098,937
Less: Cash, cash equivalents, and restricted cash of discontinued operations at end of period	—		43,845		66,714
Cash, cash equivalents, and restricted cash of continuing operations at end of period	$	998,116	$	1,009,212	$	1,032,223
RECONCILIATION OF CASH, CASH EQUIVALENTS AND RESTRICTED CASH
Cash and cash equivalents	$	~~595~~570,~~696~~574	$	~~629~~595,~~714~~696	$	~~610~~629,~~205~~714
Restricted cash	~~402~~628,~~420~~651		~~379~~402,~~498~~420		~~422~~379,~~018~~498
Cash, cash equivalents, and restricted cash of continuing operations at end of period	$	~~998~~1,~~116~~199,225	$	1998,~~009,212~~116	$	1,~~032~~009,~~223~~212
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION — CONTINUING OPERATIONS
Interest paid, net	$	~~298~~282,~~364~~844	$	~~239~~298,~~995~~364	$	~~205~~239,~~758~~995
Interest capitalized	~~151~~148,~~632~~780		~~109~~151,~~510~~632		89109,~~687~~510
Income taxes paid (refunded), net	~~3,943~~		~~10,608~~		~~24,974~~
Federal	8,793		1,500		5,305
Texas	560		2,443		2,379
Arizona	410		—		—
Maryland	235		—		—
New York	(14,150)		—		2,300
Illinois	—		—		624
All other states	150		—		—
NON-CASH TRANSACTIONS — CONTINUING OPERATIONS
Accrued property improvements, developments, and redevelopments	$	(13,441)	$	909	$	12,539
Consideration from sale of properties	$	41,125	$	—	$	5,250
Consideration from sale of properties	—		5,250		—
Special Improvement District bonds transfers to buyers	17,736		18,014		13,883
Special Improvement District bond transfers associated with land sales	18,014		13,883		7,774
Special Improvement District bonds held in third-party escrow	16,425		37,990		21,290
Special Improvement District bonds held in third-party escrow	37,990		21,290		—
Capitalized stock compensation	3,187		3,936		4,669
Capitalized stock compensation	3,936		4,669		4,785
Accrued property improvements, developments, and redevelopments	(9,612)		(13,441)		909
Initial recognition of operating lease right-of-use asset	~~766~~—		—766		~~1,488~~—
Initial recognition of operating lease obligation	~~766~~—		—766		~~1,621~~—
Issuance of Teravalis noncontrolling interest	—		—		33,810
MPC land contributed to unconsolidated venture	—		—		21,450
NON-CASH TRANSACTIONS — DISCONTINUED OPERATIONS
Distribution of Seaport Entertainment Group Inc. to stockholders	$	~~361,210~~—	$	—361,210	$	—

See Notes to Consolidated Financial Statements.

HHC ~~2024~~2025 FORM 10-K | 5253


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements


1. Presentation of Financial Statements and Significant Accounting Policies

General OnTogether ~~August~~with ~~11,~~its ~~2023~~subsidiaries, ~~Howard~~the ~~Hughes~~Company ~~Holdings~~develops ~~Inc.~~master planned communities (~~HHH~~MPCs), ainvests ~~new~~in ~~holding~~other ~~company,~~strategic ~~replaced~~real ~~The~~estate ~~Howard~~opportunities ~~Hughes~~in ~~Corporation (HHC or~~ the ~~Company)~~form asof ~~the~~entitled ~~public~~and ~~company~~unentitled ~~trading~~land onand ~~the~~other ~~New~~development ~~York~~rights ~~Stock~~(Strategic ~~Exchange.~~Developments) ~~Existing~~and ~~shares~~owns, ofmanages, ~~common~~and ~~stock~~operates ofreal ~~HHC~~estate ~~were~~assets ~~automatically~~currently ~~converted,~~generating onrevenues a(Operating ~~one-for-one basis~~Assets), ~~into~~which ~~shares~~may ofbe ~~common~~redeveloped ~~stock~~or ofrepositioned ~~HHH,~~from ~~with~~time ~~the~~to ~~same~~time. ~~designations,~~References ~~rights,~~to ~~powers~~HHC, ~~and~~the ~~preferences~~Company, ~~and~~Howard ~~the~~Hughes ~~same~~Communities, ~~qualifications~~we, ~~limitations~~us, and ~~restrictions,~~our asrefer ~~the~~to ~~shares~~The ofHoward ~~HHC~~Hughes ~~common~~Corporation ~~stock~~and ~~immediately~~its ~~prior~~consolidated tosubsidiaries ~~the~~unless ~~reorganization.~~otherwise ~~HHH~~specifically ~~became~~stated. ~~the~~References ~~successor issuer~~ to ~~HHC~~HHH ~~pursuant~~refer to ~~Rule~~the ~~12g-3~~Company’s ~~(a)~~parent ~~under~~holding ~~the~~company, ~~Exchange~~Howard ~~Act~~Hughes ~~and~~Holdings ~~replaced~~Inc., ~~HHC~~and asits ~~the~~consolidated ~~public~~subsidiaries, ~~company~~including ~~trading on~~ the ~~New~~Company, ~~York~~unless ~~Stock~~otherwise ~~Exchange~~specifically ~~under the ticker symbol "HHH~~stated."

~~References~~In 2025, HHH began executing a long-term strategy to ~~HHC~~transition from a pure-play real estate company to a diversified holding company. In December 2025, ~~the~~HHH ~~Company~~announced that it had entered into a definitive agreement to acquire 100% of Vantage Group Holdings Ltd. (Vantage), wea privately held specialty insurance and reinsurance company, usfor cash consideration of approximately $2.1 billion. The transaction remains subject to regulatory approvals and other customary closing conditions, and ~~our~~is ~~refer~~expected to ~~The~~close ~~Howard~~in ~~Hughes~~the ~~Corporation~~second ~~and~~quarter ~~its~~of ~~consolidated~~2026. ~~subsidiaries~~To ~~unless~~support ~~otherwise~~the ~~specifically~~funding ~~stated~~of the acquisition, HHH also entered into an equity commitment letter with Pershing Square Holdings, Ltd. ~~References~~under which Pershing Square committed to ~~HHH~~purchase ~~refer~~up to ~~the~~$1.0 billion ~~Company~~of HHH’s ~~parent~~preferred ~~holding company~~stock, ~~Howard~~prior ~~Hughes~~to ~~Holding~~and ~~Inc~~contingent upon the closing of the Vantage acquisition. The interest in Vantage will be purchased by a wholly owned subsidiary of HHH and will not be part of the HHC ownership structure. The transaction is expected to be funded with the $1.0 billion of proceeds from the preferred stock issuance and $1.2 billion of cash on hand, of which approximately $900 million of cash is currently held at HHH, and the remainder is held at HHC. Upon completion of the transaction, HHC will continue investing in its ~~consolidated~~core ~~subsidiaries~~real estate operations, ~~including~~and expects to contribute excess cash generated from its real estate operations to support the ~~Company,~~growth ~~unless~~of ~~otherwise~~the ~~specifically~~HHH’s ~~stated.~~new insurance subsidiary.

Together with its subsidiaries, HHC develops master planned communities (MPC), invests in other strategic real estate opportunities in the form of entitled and unentitled land and other development rights (Strategic Developments) and owns, manages, and operates real estate assets currently generating revenues (Operating Assets), which may be redeveloped or repositioned from time to time.

Seaport Entertainment Spinoff On July 31, 2024, the spinoff of Seaport Entertainment Group Inc. and its subsidiaries (Seaport Entertainment or SEG) was completed. SEG included the Company’s entertainment-related assets in New York and Las Vegas, including the Seaport in Lower Manhattan, the Las Vegas Aviators Triple-A Minor League Baseball team and the Las Vegas Ballpark, as well as the Company’s ownership stake in Jean-Georges Restaurants and other partnerships, and an interest in and to 80% of the air rights above the Fashion Show Mall in Las Vegas.

Under the terms of the separation, each stockholder who held HHH common stock as of the close of business on July 29, 2024, the record date for the distribution, received one share of SEG common stock for every nine shares of HHH common stock held as of the close of business on such date. SEG common stock began trading on the NYSE American stock exchange on August 1, 2024, under the symbol “SEG”.

Principles of Consolidation and Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP). The consolidated financial statements include the accounts of The Howard Hughes Corporation and its subsidiaries after elimination of intercompany balances and transactions. The Company also consolidates certain variable interest entities (VIEs) in accordance with Financial Accounting Standards Board’s Accounting Standards Codification (ASC) 810 Consolidation. The outside equity interests in certain entities controlled by the Company are reflected in the Consolidated Financial Statements as noncontrolling interests.

AsOn July 31, 2024, the spinoff of Seaport Entertainment Group Inc. and its subsidiaries (Seaport Entertainment or SEG) was completed (the Spinoff). As the Spinoff represented a strategic shift in the Company’s operations, the results of SEG are presented as discontinued operations in the Consolidated Statements of Operations and the Consolidated Statements of Cash Flows and, as such, have been excluded from both continuing operations and segment results for all periods presented. ~~Additionally, the related SEG assets and liabilities are classified as discontinued operations in the Consolidated Balance Sheets.~~ The Consolidated Statements of Comprehensive Income (Loss), and Equity are presented on a consolidated basis for both continuing operations and discontinued operations. The disclosures presented in the notes to the Consolidated Financial Statements are presented on a continuing operations basis unless otherwise noted. See Note 2 - Discontinued Operations for additional information.

Certain amounts in the Consolidated Statements of Cash Flows for the year ended December 31, 2022, have been reclassified to conform to the current balance sheet presentation. Specifically, the Company reclassified the Notes receivable, net from the Accounts receivable, net to Other assets, net within cash flows from operating activities.

Management has evaluated for disclosure or recognition all material events occurring subsequent to the date of the Consolidated Financial Statements up to the date and time this Annual Report was filed.

HHC 2024 FORM 10-K | 53

FINANCIAL STATEMENTSFOOTNOTES Table of ContentsIndex to Financial Statements

Variable Interest Entities The Company has interests in various legal entities that represent a variable interest entity. A VIE is an entity: (a) that has total equity at risk that is not sufficient to permit the entity to finance its activities without additional subordinated financial support from other entities; (b) where the group of equity holders does not have the power to direct the activities of the entity that most significantly impact the entity’s economic performance, or the obligation to absorb the entity’s expected losses or the right to receive the entity’s expected residual return, or both (i.e., lack the characteristics of a controlling financial interest); or (c) where the voting rights of the equity holders are not proportional to their obligations to absorb the expected losses of the entity, their rights to receive the expected residual returns of the entity, or both, and substantially all of the entity’s activities either involve or are conducted on behalf of an investor that has disproportionately few voting rights.

The Company determines if a legal entity is a VIE by performing a qualitative analysis that requires certain subjective decisions, taking into consideration the design of the entity, the variability that the entity was designed to create and pass along to its interest holders, the rights of the parties and the purpose of the arrangement. Upon the occurrence of certain reconsideration events, the Company reassesses its initial determination as to whether the entity is a VIE.

HHC 2025 FORM 10-K | 54


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

The Company also performs a qualitative assessment of each VIE to determine if it is the primary beneficiary. The Company is the primary beneficiary and would consolidate the VIE if it has a controlling financial interest where it has both (a) the power to direct the economically significant activities of the entity and (b) the obligation to absorb losses of, or the right to receive benefits from, the entity that could potentially be significant to the VIE. This assessment requires certain subjective decisions, taking into consideration the contractual agreements that define the ownership structure, the design of the entity, distribution of profits and losses, risks, responsibilities, indebtedness, voting rights and board representation of the respective parties. Management’s assessment of whether the Company is the primary beneficiary of a VIE is continuously performed.

Upon initial consolidation of a VIE, the Company records the assets, liabilities, and noncontrolling interests at fair value and recognizes a gain or loss for the difference between (i) the fair value of the consideration paid, the fair value of noncontrolling interests and the reported amount of any previously held interests and (ii) the net amount of the fair value of the assets and liabilities.

If the Company determines it is no longer the primary beneficiary of a VIE, it will deconsolidate the entity and measure the initial cost basis for any retained interests that are recorded upon the deconsolidation at fair value. The Company will recognize a gain or loss for the difference between the fair value and the previous carrying amount of its investment in the VIE.

Consolidated Variable Interest Entity At December 31, 2024, and December 31, 2023, the Company owned an 88.0% interest in Teravalis, the Company’s newest large-scale master planned community in the West Valley of Phoenix, Arizona, and a third party owned the remaining 12.0%. Teravalis was determined to be a VIE, and as the Company has the power to direct the activities that most significantly impact its economic performance, the Company is considered the primary beneficiary and consolidates Teravalis.Entities

~~Under~~Teravalis At ~~the~~December 31, ~~terms of the LLC agreement~~2025, ~~cash distributions~~ and 2024, the ~~recognition~~Company ofowned ~~income-producing~~an ~~activities~~88.0% ~~will be pro rata based on economic ownership~~ interest. Asin ~~of December 31~~Teravalis, ~~2024,~~ the Company’s ~~Consolidated~~newest ~~Balance~~large-scale ~~Sheets~~master ~~included~~planned ~~$542.1~~community ~~million~~in ofthe ~~Master~~West ~~Planned~~Valley ~~Community~~of ~~assets~~Phoenix, ~~$0.5~~Arizona, ~~million~~and ofa ~~Accounts~~third ~~payable~~party ~~and~~owned ~~other~~the ~~liabilities,~~remaining ~~and $65~~12.10%. ~~million~~Teravalis ofwas ~~Noncontrolling~~determined ~~interest related~~ to ~~Teravalis.~~be Asa ~~of December 31~~VIE, ~~2023,~~and as the Company’s ~~Consolidated~~has ~~Balance~~the ~~Sheets~~power ~~included~~to ~~$541.6~~direct ~~million~~the ofactivities ~~Master~~that ~~Planned~~most ~~Community~~significantly ~~assets,~~impact ~~$0.6~~its ~~million~~economic ~~of Accounts payable and other liabilities~~performance, ~~and~~the ~~$65.0~~Company ~~million~~is ofconsidered ~~Noncontrolling~~the ~~interest~~primary ~~related~~beneficiary toand consolidates Teravalis.

~~HHC~~Under ~~2024~~the ~~FORM~~terms 10of the LLC agreement, cash distributions and the recognition of income-~~K | 54~~producing activities will be pro rata based on economic ownership interest. As of December 31, 2025, the Company’s Consolidated Balance Sheets included $543.9 million of MPC assets and $65.2 million of Noncontrolling interest related to Teravalis. As of December 31, 2024, the Company’s Consolidated Balance Sheets included $542.1 million of MPC assets and $65.1 million of Noncontrolling interest related to Teravalis.

‘Ilima The Company entered into a joint venture agreement with Discovery Land Company (Discovery) to form Block E Ward Village (‘Ilima) for the purpose of developing, constructing, and operating a residential condominium tower in Ward Village. ‘Ilima was determined to be a VIE, and as the Company has the power to direct the activities that most significantly impact its economic performance, the Company is considered the primary beneficiary and consolidates ‘Ilima. Pre-sales for ‘Ilima commenced in June 2025. The Company currently funds 100% of the predevelopment activity.

Once pre-sales targets are met and construction financing is obtained, the Company will contribute land and Discovery will contribute to up $5.0 million. All other necessary capital contributions will be funded by the Company. After completion of the condominium tower and closing of condominium sales, cash distributions and the recognition of income-producing activities will be pro rata based on ownership interest. At December 31, 2025, and 2024, the Company owned approximately 100% of this venture.

HHC 2025 FORM 10-K | 55


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

The Company’s Consolidated Balance Sheets included the following amounts related to ‘Ilima as of December 31:


thousands	2025		2024

Buildings and equipment	$	7,161	$	698
Less: accumulated depreciation	(1,354)		(19)

Developments	14,684		7,747
Net investment in real estate	20,491		8,426

Cash and cash equivalents	21,690		271
Restricted cash	136,418		—
Accounts receivable, net	65		—

Deferred expenses, net	13,571		—

Other assets, net	565		—

Total assets	$	192,800	$	8,697






Accounts payable and other liabilities	$	153,430	$	159
Total liabilities	$	153,430	$	159

Investments in Unconsolidated Ventures The Company’s investments in unconsolidated ventures are accounted for under the equity method to the extent that, based on contractual rights associated with the investments, the Company can exert significant influence over a venture’s operations. Under the equity method, the Company’s investment in the venture is recorded at cost and is subsequently adjusted to recognize the Company’s allocable share of the earnings or losses of the venture. Dividends and distributions received by the Company are recognized as a reduction in the carrying amount of the investment. Generally, joint venture operating agreements provide that assets, liabilities, funding obligations, profits and losses, and cash flows are shared in accordance with ownership percentages. For certain equity method investments, various provisions in the joint venture operating agreements regarding distributions of cash flow based on capital account balances, allocations of profits and losses, and preferred returns may result in the Company’s economic interest differing from its stated ownership or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities. For these investments, the Company recognizes income or loss based on the joint venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing percentage.

The Company periodically assesses the appropriateness of the carrying amount of its equity method investments, as events or changes in circumstance may indicate that a decrease in value has occurred which is other‑than‑temporary. In addition to the property‑specific impairment analysis performed on the underlying assets of the investment, the Company also considers the ownership, distribution preferences, limitations and rights to sell and repurchase its ownership interests. If a decrease in value of an investment is deemed to be other‑than‑temporary, the investment is reduced to its estimated fair value, and an impairment-related loss is recognized in the Consolidated Statements of Operations as a component of Equity in earnings (losses) from investments in unconsolidated ventures.

For investments in ventures where the Company has virtually no influence over operations and the investments do not have a readily determinable fair value, the Company has elected the measurement alternative to carry the securities at cost less impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or similar investment of the issuer. Equity securities not accounted for under the equity method, or where the measurement alternative has not been elected, are required to be reported at fair value with unrealized gains and losses reported in the Consolidated Statements of Comprehensive Income (Loss) as Net unrealized gains (losses) on instruments measured at fair value through earnings.

Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions. These estimates and assumptions affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting periods. The estimates and assumptions include, but are not limited to, capitalization of development costs, provision for income taxes, recoverable amounts of receivables and deferred tax assets, initial valuations of tangible and intangible assets acquired, and the related useful lives of assets upon which depreciation and amortization is based. Estimates and assumptions have also been made with respect to future revenues and costs, and the fair value of warrants, debt, and options granted. MPC cost of sales estimates are highly judgmental as they are sensitive to cost escalation, sales price escalation, and lot absorption, which are subject to judgment and affected by expectations about future market or economic conditions. Additionally, the future cash flow estimates and fair values used for impairment analysis are highly judgmental and reflect current and projected trends in rental, occupancy, pricing, development costs, sales pace, capitalization rates, selling costs, and estimated holding periods for the applicable assets. Both MPC cost of sale estimates and estimates used in impairment analysis are affected by expectations about future market or economic conditions. Actual results could differ from these and other estimates.

~~Segments In~~HHC ~~2024,~~2025 ~~HHH~~FORM completed the spinoff of Seaport Entertainment Group Inc. which included all assets in the previously reported Seaport segment and the Las Vegas Aviators and Las Vegas Ballpark previously included in the Operating Assets segment. These assets are now disclosed as discontinued operations in the current and prior periods. See Note 2 10- ~~Discontinued Operations for additional information on the spinoff transaction.~~K | 56

The Company operates in three business segments: (i) Operating Assets; (ii) MPC; and (iii) Strategic Developments. Segment information is prepared on the same basis that management reviews information for operational decision-making purposes. Management evaluates the performance of each of HHC’s real estate assets or investments individually and aggregates such properties into segments based on their economic characteristics and types of revenue streams.

HHC 2024 FORM 10-K | 55


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

Segments The Company operates in three business segments: (i) Operating Assets; (ii) MPC; and (iii) Strategic Developments. Segment information is prepared on the same basis that management reviews information for operational decision-making purposes. Management evaluates the performance of each of HHC’s real estate assets or investments individually and aggregates such properties into segments based on their economic characteristics and types of revenue streams.

Net Investment in Real Estate

Master Planned Community Assets, Buildings and Equipment, and Land Real estate assets are stated at cost less any provisions for impairments and depreciation as applicable. Expenditures for significant improvements to the Company’s assets are capitalized. Tenant improvements relating to the Company’s operating assets are capitalized and depreciated over the shorter of their economic lives or the lease term. Maintenance and repair costs are charged to expense when incurred.

Depreciation The Company periodically reviews the estimated useful lives of properties. Depreciation or amortization expense is computed using the straight‑line method based upon the following estimated useful lives:


Asset Type	Years	Balance Sheet Location
Buildings and improvements	7 - 40	Buildings and Equipment
Equipment and fixtures	5 - 20	Buildings and Equipment
Computer hardware and vehicles	3 - 5	Buildings and Equipment
Tenant improvements	Related lease term	Buildings and Equipment
Leasing costs	Related lease term	Other assets, net

From time to time, the Company may reassess the development strategies for certain buildings and improvements which results in changes to the Company’s estimate of their remaining useful lives. The Company did not recognize additional depreciation expense of significance for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023.

Developments Development costs, which primarily include direct costs related to placing the asset in service associated with specific development properties, are capitalized as part of the property being developed. Construction and improvement costs incurred in connection with the development of new properties or the redevelopment of existing properties are capitalized before they are placed into service. Such costs include planning, engineering, design, direct material, labor, and subcontract costs. Real estate taxes, utilities, direct legal and professional fees related to the sale of a specific unit, interest, insurance costs, and certain employee costs incurred during construction periods are also capitalized. Capitalization commences when the development activities begin and ceases when a project is completed, put on hold, or at the date that the Company decides not to move forward with a project. Capitalized costs related to a project where HHC has determined not to move forward are expensed if they are not deemed recoverable. Capitalized interest costs are based on qualified expenditures and interest rates in place during the construction period. Demolition costs associated with redevelopments are expensed as incurred unless the demolition was included in the Company’s development plans and imminent as of the acquisition date of an asset.

Once construction of operating properties is complete, the assets are placed into service, and capitalized costs are reclassed to Buildings and equipment and are depreciated in accordance with the Company’s policy. Once construction of condominiums is complete, the assets are reflected as condominium inventory in Other assets, net until the sale of each condominium unit is closed and the related cost is realized in Condominium rights and units cost of sales. In the event that management no longer has the ability or intent to complete a development, the costs previously capitalized are evaluated for impairment.

Developments consist of the following categories as of December 31:

thousands	~~2024~~2025		~~2023~~2024
Development costs	$	1,~~190~~307,~~746~~851	$	~~982~~1,~~368~~190,746
Land and improvements	~~150~~169,~~283~~764		~~187~~150,~~203~~283
Total Developments	$	1,~~341~~477,~~029~~615	$	1,~~169~~341,~~571~~029

~~Acquisitions~~HHC of2025 ~~Properties The~~FORM Company accounts for the acquisition of real estate properties in accordance with ASC 805 Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their fair values on the date of acquisition for business combinations and at relative fair values for asset acquisitions. Acquisition costs related to the acquisition of a business are expensed as incurred. Costs directly related to asset acquisitions are considered additions to the purchase price and increase the cost basis of such assets.10-K | 57

HHC 2024 FORM 10-K | 56


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

Acquisitions of Properties The Company accounts for the acquisition of real estate properties in accordance with ASC 805 Business Combinations. This methodology requires that assets acquired and liabilities assumed be recorded at their fair values on the date of acquisition for business combinations and at relative fair values for asset acquisitions. Acquisition costs related to the acquisition of a business are expensed as incurred. Costs directly related to asset acquisitions are considered additions to the purchase price and increase the cost basis of such assets.

The fair value of tangible assets of an acquired property (which includes land, buildings and improvements) is determined by valuing the property as if it were vacant, and the as-if-vacant value is then allocated to land, buildings and improvements based on management’s determination of the fair value of these assets. The as-if-vacant values are derived from several sources which incorporate significant unobservable inputs that are classified as Level 3 inputs in the fair value hierarchy and primarily include a discounted cash flow analysis using discount and capitalization rates based on recent comparable market transactions, where available.

The fair value of acquired intangible assets consisting of in-place, above-market, and below-market leases is recorded based on a variety of considerations, some of which incorporate significant unobservable inputs that are classified as Level 3 inputs in the fair value hierarchy. In-place lease considerations include, but are not necessarily limited to: (1) the value associated with avoiding the cost of originating the acquired in-place leases (i.e., the market cost to execute a lease, including leasing commissions and tenant improvements); (2) the value associated with lost revenue related to tenant reimbursable operating costs incurred during the assumed lease-up period (i.e., real estate taxes, insurance, and certain other operating expenses); and (3) the value associated with lost rental revenue from existing leases during the assumed lease-up period. Above-market and below-market leases are valued at the present value, using a discount rate that reflects the risks associated with the leases acquired, of the difference between (1) the contractual amounts to be paid pursuant to the in-place lease; and (2) management’s estimate of current market lease rates, measured over the remaining non-cancelable lease term, including any below-market renewal option periods.

Impairment HHC reviews its long-lived assets (including those held by its unconsolidated ventures) for potential impairment indicators whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. An impairment loss is recognized if the carrying amount of an asset is not recoverable and exceeds its fair value. The evaluation of anticipated cash flows is highly subjective and is based in part on assumptions regarding future economic conditions, such as occupancy, rental rates, capital requirements, and sales values that could differ materially from actual results in future periods. If impairment indicators exist and it is expected that undiscounted cash flows generated by the asset are less than its carrying amount, an impairment provision is recorded to write down the carrying amount of the asset to its fair value.

Impairment indicators for HHC’s assets or projects within MPCs are assessed separately and include, but are not limited to, significant decreases in sales pace or average selling prices, significant increases in expected land development and construction costs or cancellation rates, and projected losses on expected future sales. MPC assets have extended life cycles that may last 20 to 40 years, or longer, and have few long‑term contractual cash flows. Further, MPC assets generally have minimal to no residual values because of their liquidating characteristics. MPC development periods often occur through several economic cycles. Subjective factors such as the expected timing of property development and sales, optimal development density, and sales strategy impact the timing and amount of expected future cash flows and fair value.

Impairment indicators for Operating Assets are assessed for each property and include, but are not limited to, significant decreases in net operating income, significant decreases in occupancy, ongoing low occupancy, and significant net operating losses.

Impairment indicators for assets in the Strategic Developments are assessed by project and include, but are not limited to, significant changes in projected completion dates, revenues or cash flows, development costs, market factors, significant decreases in comparable property sale prices, and feasibility.

The cash flow estimates used for determining recoverability and estimating fair value are inherently judgmental and reflect current and projected trends in rental rates, occupancy, pricing, development costs, sales pace, capitalization rates, and estimated holding periods for the applicable assets. Although the estimated fair value of certain assets may be exceeded by the carrying amount, a real estate asset is only considered to be impaired when its carrying amount is not expected to be recovered through estimated future undiscounted cash flows. To the extent an impairment provision is necessary, the excess of the carrying amount of the asset over its estimated fair value is expensed to operations. In addition, the impairment provision is allocated proportionately to adjust the carrying amount of the asset. The adjusted carrying amount, which represents the new cost basis of the asset, is depreciated over the remaining useful life of the asset or, for MPCs, is expensed as a cost of sales when land is sold. Assets that have been impaired will in the future have lower depreciation and cost of sale expenses. The impairment will have no impact on cash flows.

~~Cash~~HHC ~~and~~2025 ~~Cash~~FORM ~~Equivalents Cash and cash equivalents consist of highly~~10-liquid investments with maturities at date of purchase of three months or less and include registered money market mutual funds which are invested in United States Treasury bills that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period as well as deposits with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high-quality institutions in order to minimize concentration of counterparty credit risk.K | 58

HHC 2024 FORM 10-K | 57


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

Cash and Cash Equivalents Cash and cash equivalents consist of highly-liquid investments with maturities at date of purchase of three months or less and include registered money market mutual funds which are invested in United States Treasury bills that are valued at the net asset value of the underlying shares in the funds as of the close of business at the end of each period as well as deposits with major banks throughout the United States. Such deposits are in excess of FDIC limits and are placed with high-quality institutions in order to minimize concentration of counterparty credit risk.

Restricted Cash Restricted cash reflects amounts segregated in escrow accounts in the name of the Company, primarily related to escrowed condominium deposits from buyers and other amounts related to taxes, insurance, and legally restricted security deposits and leasing costs.

Accounts Receivable, net Accounts receivable, net includes straight-line rent receivables, tenant receivables, related-party receivables, and other receivables. On a quarterly basis, management reviews the lease-related receivables, including straight-line rent receivables and tenant receivables, for collectability. This analysis includes a review of past due accounts and considers factors such as the credit quality of tenants, current economic conditions, and changes in customer payment trends. When full collection of a lease-related receivable or future lease payment is deemed to be not probable, a reserve for the receivable balance is charged against rental revenue and future rental revenue is recognized on a cash basis. The Company also records reserves for estimated losses if the estimated loss amount is probable and can be reasonably estimated.

Related-party receivables are primarily due from the Floreo joint venture. This balance includes reimbursable overhead costs incurred by the Company on behalf of Floreo and a $6.0 million guaranty fee associated with the increased borrowing capacity of Floreo’s bond financing in the first quarter of 2025. See Note 3 - Investments in Unconsolidated Ventures for additional information on the Floreo joint venture and Note 11 - Commitments and Contingencies for additional information on the guaranty fee.

Other receivables are primarily related to short-term trade receivables. The Company is exposed to credit losses through the sale of goods and services to customers and assesses its exposure to credit loss related to these receivables on a quarterly basis based on historical collection experience and future expectations by portfolio. The Company records an allowance for credit losses if the estimated loss amount is probable.

The following table represents the components of Accounts Receivable, net of amounts considered uncollectible, in the accompanying Consolidated Balance Sheets as of December 31:

thousands	~~2024~~2025		~~2023~~2024
Straight-line rent receivables	$	9196,~~050~~975	$	8491,~~316~~050
Tenant receivables	15,~~638~~512		51,~~493~~638
Other receivables	12,497		11,564
Related-party receivables	18,640		6,908
Accounts receivable, net (a)	$	105,185	$	101,373
Other receivables	12,995		5,589
Accounts receivable, net (a)	$	134,122	$	105,185

(a)As of December 31, ~~2024~~2025, the total reserve balance for amounts considered uncollectible was $87.2 million, composed of $87.10 million attributable to lease-related receivables and $0.12 million attributable to the allowance for credit losses related to other accounts receivable. As of December 31, ~~2023~~2024, the total reserve balance was $138.62 million, ~~all~~comprised of ~~which~~$8.1 ~~was~~million attributable to lease-related receivables and $0.1 million attributable to the allowance for credit losses related to other accounts receivables.

The following table summarizes the impacts of the collectability reserves in the accompanying Consolidated Statements of Operations for the years ended December 31:

thousands

Statements of Operations Location

~~2024~~2025

~~2023~~2024

~~2022~~2023

Rental revenue

~~(860)~~3,117

~~10,984~~(860)

~~(410)~~10,984

Provision for (recovery of) doubtful accounts

~~504~~232

~~(2,762)~~504

~~629~~(2,762)

Total (income) expense impact

~~(356)~~3,349

~~8,222~~(356)

~~219~~8,222

HHC 2025 FORM 10-K | 59


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

Municipal Utility District Receivables, net In Houston, Texas, certain development costs are reimbursable through the creation of a Municipal Utility District, also known as Water Control and Improvement Districts, which are separate political subdivisions authorized by Article 16, Section 59 of the Texas Constitution and governed by the Texas Commission on Environmental Quality (TCEQ). MUDs are formed to provide municipal water, wastewater, drainage services, recreational facilities, and roads to those areas where they are currently unavailable through the regular city services. Typically, the developer advances funds for the creation of the facilities, which must be designed, bid, and constructed in accordance with the City of Houston’s and TCEQ requirements.

The MUD Board of Directors authorizes and approves all MUD development contracts, and MUD bond sale proceeds are used to reimburse the developer for its construction costs, including interest. At the date the expenditures occur, the Company determines the costs it believes will be eligible for reimbursement and recognizes that as MUD receivables. These expenditures are subject to review by the MUD engineers for eligibility in accordance with the development contracts as part of the process for reimbursement. MUD receivables are pledged as security to creditors under the debt facilities relating to Bridgeland.

~~HHC~~Sale ~~2024~~of ~~FORM~~MUD ~~10-K~~Receivables ~~| 58~~In September 2024, the Company entered into a sales transaction of MUD receivables, in which it transferred the reimbursement rights to $186.0 million of existing MUD receivables and $9.3 million of related accrued interest, as well as $40.0 million of anticipated future MUD receivables, for total cash consideration of $176.7 million. Using the relative fair value method, $146.7 million of the cash consideration was allocated to the sale of the existing MUD receivables and $30.0 million was allocated to the sale of the anticipated future MUD receivables. As a result of the sale, the Company derecognized the existing MUD receivables and related accrued interest, resulting in a loss on sale of $51.5 million in the Consolidated Statements of Operations in the third quarter of 2024. Due to an adjustment to the allocation between projects, a slight reduction in the loss was recognized in the fourth quarter of 2024, and the final impact of this sale was a loss of $48.7 million.

~~FINANCIAL~~In ~~STATEMENTSFOOTNOTES~~May ~~Table~~2025, the Company entered into a transaction in which it transferred the reimbursement rights to $147.0 million of ~~ContentsIndex~~existing MUD receivables and $14.1 million of related accrued interest, as well as $95.9 million of anticipated future MUD receivables, for total cash consideration of $180.0 million. Using the relative fair value method, $112.8 million of the cash consideration was allocated to ~~Financial~~the sale of the existing MUD receivables and $67.2 million was allocated to the sale of the anticipated future MUD receivables. As a result of the sale, the Company derecognized the existing MUD receivables and related accrued interest, resulting in a loss on sale of $48.2 million in the Consolidated Statements of Operations.

~~Sale~~For ofboth ~~MUD Receivables In September 2024~~transactions, the Company ~~entered~~is ~~into~~required ato ~~sales~~complete ~~transaction~~future ofdevelopment ~~MUD~~activities. ~~receivables~~As such, inliabilities ~~which~~associated itwith ~~transferred~~ the ~~reimbursement~~future ~~rights~~development tospend ~~$186.0 million~~were ofrecorded ~~existing~~at ~~MUD~~amortized ~~receivables~~cost ~~and~~in ~~$9.3 million~~Accounts ofpayable ~~related~~and ~~accrued~~other ~~interest,~~liabilities ason ~~well~~the asConsolidated ~~$40~~Balance Sheets.~~0 million~~ ofThe ~~anticipated~~associated ~~future MUD receivables~~discounts, ~~for~~which ~~total~~represent ~~cash~~the ~~consideration~~differences ofbetween ~~$176.7 million. Using~~ the ~~relative~~total ~~fair~~future ~~value~~development ~~method,~~spend ~~$146.7 million~~and of the ~~cash consideration was~~ allocated tocash ~~the~~proceeds, ~~sale~~are ofbeing ~~the~~amortized ~~existing~~into ~~MUD~~interest ~~receivables~~expense ~~and~~over ~~$30.0 million~~the ~~was~~expected ~~allocated~~development toperiod ~~the~~using ~~sale of~~ the ~~anticipated~~effective ~~future~~interest ~~MUD receivables~~method. As ~~a result~~ of ~~the~~December 31, ~~sale~~2025, the ~~Company~~total ~~derecognized~~remaining ~~the~~liability ~~existing~~was ~~MUD~~$64.4 million ~~receivables~~ and ~~related~~the ~~accrued~~total ~~interest,~~unamortized ~~resulting~~discount inwas ~~a loss on sale of~~ $4812.78 million ~~in the Consolidated Statements of Operations~~. ~~The~~Interest ~~Company~~expense ~~has recorded a liability~~ related to the ~~allocated~~discount ~~amount~~amortization ofwas ~~anticipated~~$21.8 million ~~future MUD receivables, which is accounted~~ for ~~using~~ the ~~amortized~~year ~~cost~~ended ~~method~~December 31, ~~and is included in Accounts payable and other liabilities on the Consolidated Balance Sheets~~2025.

The above amounts represent the final impact of the MUD receivable sale for the year ended December 31, 2024. Due to an adjustment to the allocation between projects, this differs slightly from what was initially reported in the third quarter of 2024.

Other Assets, net The major components of Other assets, net include security, escrow, and other deposits; Special Improvement District (SID) receivables; in-place leases; intangibles; Tax increment financing (TIF) receivables; prepaid expenses related to the Company’s properties; condominium inventory; and various other assets.

SID receivables are amounts due from SID bonds related to the Company’s Summerlin MPC. Proceeds from SID bonds are held in escrow by a third-party and are used to reimburse the Company for a portion of the development costs incurred in Summerlin. See Note 8 - Mortgages, Notes, and Loans Payable, Net for additional information on the SID bonds.

The Company’s intangibles include in-place lease assets and above-market lease assets where HHC is the lessor, as well as internally developed software, ~~and~~ trademark and trade name intangibles related to MPCs, and goodwill. The Company amortizes finite-lived intangible assets less any residual value, if applicable, on a straight-line basis over the term of the related lease or the estimated useful life of the asset.

TIF receivables are amounts which the Company has submitted for reimbursement from Howard County in Maryland or from the state of Maryland, in conjunction with development costs expended on key roads and infrastructure work within ~~the~~ Merriweather District ~~of Downtown Columbia~~ specified per the terms of the county’s TIF legislation, Special Obligation Bonds issued in October 2017, and Grant Disbursement Agreement executed in April 2023.

HHC 2025 FORM 10-K | 60


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

Notes receivable, net includes non-derivative financial assets with fixed or determinable payments that are not quoted in an active market. Subsequent to initial recognition, they are recorded at amortized cost less any provision for impairment as required under ASC 326 Financial Instruments - Credit Losses.

Condominium inventory includes available for sale units at HHC’s completed condominium towers and is stated at the lower of cost or fair value less selling costs. Condominium inventory includes land acquisition and development costs, construction costs, and interest and real estate taxes that are capitalized during the development period. HHC evaluates condominium inventory for impairment when potential indicators exist. An impairment loss is recognized if the carrying amount of condominium inventory exceeds the fair value less selling costs, which is based on comparable sales in the normal course of business under existing and anticipated market conditions.

Financial Instruments - Credit Losses The Company is exposed to credit losses through the sale of goods and services to the Company’s customers. Receivables held by the Company primarily relate to short-term trade receivables and financing receivables, which include MUD receivables, SID bonds, TIF receivables, net investments in lease receivables, and notes receivable. The Company assesses its exposure to credit loss based on historical collection experience and future expectations by portfolio segment. Historical collection experience is evaluated on a quarterly basis by the Company.

The amortized cost basis of financing receivables, consisting primarily of MUD and SID receivables, totaled $~~569~~560.13 million as of December 31, ~~2024~~2025, and $~~632~~569.81 million as of December 31, ~~2023~~2024. The MUD receivable balance includes accrued interest of $4448.02 million at December 31, ~~2024~~2025, and $3544.80 million at December 31, ~~2023~~2024. The allowance for credit losses for financing receivables was not material as of December 31, ~~2024~~2025 and ~~2023~~2024, and there was no material activity related to the allowance for credit losses for the years ended December 31, ~~2024~~2025, ~~2023~~2024, and ~~2022~~2023.

Financing receivables are considered to be past due once they are 30 days contractually past due under the terms of the agreement. The Company currently does not have significant financing receivables that are past due or on nonaccrual status. There have been no significant write-offs or recoveries of amounts previously written-off during the current period for financing receivables.

HHC 2024 FORM 10-K | 59

FINANCIAL STATEMENTSFOOTNOTES Table of ContentsIndex to Financial Statements

Income Taxes HHC is a directly owned subsidiary of HHH and is included in Howard Hughes Holdings Inc. and Subsidiaries’ U.S. Federal income tax return. The Company’s financial statements recognize the current and deferred income tax consequences that result from HHC’s activities during the current period pursuant to the provisions of ASC 740 Income Taxes as if the Company were a separate taxpayer rather than a member of Howard Hughes Holdings Inc.’s consolidated income tax return group.

In the Company’s MPCs, gains with respect to land sales, whether for commercial use or for single-family residences, are reported for tax purposes either on the modified accrual method or on the percentage-of-completion method. Under the percentage-of-completion method, a gain is recognized for tax purposes as costs are incurred in satisfaction of contractual obligations.

Deferred Expenses, net Deferred expenses consist principally of leasing costs. Deferred leasing costs are amortized to expense using the straight‑line method over the related lease term. Deferred expenses are shown net of accumulated amortization of $6968.1 million as of December 31, ~~2024~~2025, and $5969.61 million as of December 31, ~~2023~~2024.

Marketing and Advertising Each of the Company’s segments incur various marketing and advertising costs as part of their development, branding, leasing, or sales initiatives. These costs include special events, broadcasts, direct mail and online digital and social media programs, and they are expensed as incurred.

Fair Value of Financial Instruments The carrying values of cash and cash equivalents, escrows, receivables, accounts payable, accrued expenses, and other assets and liabilities are reasonable estimates of their fair values because of the short maturities of these instruments.

Derivative Instruments and Hedging Activities Derivative instruments and hedging activities require management to make judgments on the nature of its derivatives and their effectiveness as hedges. These judgments determine if the changes in fair value of the derivative instruments are reported as a component of Net Income in the Consolidated Statements of Operations or as a component of Comprehensive Income in the Equity on the Consolidated Balance Sheets. While management believes its judgments are reasonable, a change in a derivative’s effectiveness as a hedge could materially affect expenses, net income, and equity. The Company accounts for the changes in the fair value of an effective hedge in other comprehensive income (loss) and subsequently reclassifies the balance from other comprehensive income (loss) to earnings over the term that the hedged transaction affects earnings. The Company accounts for the changes in the fair value of an ineffective hedge directly in earnings.

Stock-Based Compensation Prior to the consummation of the holding company reorganization discussed above, the Company maintained two equity incentive plans, with outstanding stock-based compensation awards (Awards), which included stock options and restricted stock awards (RSAs). In 2023, pursuant to the holding company reorganization discussed above, each outstanding share of HHC’s ~~common~~2025 ~~stock~~FORM was automatically converted into one share of HHH common stock. HHH assumed all obligations under the equity incentive plans. All stock options and restricted stock outstanding will be settled in HHH stock. 10-K | 61

In 2024, at the time of the spinoff of SEG, all of these Awards were modified to adjust the number of HHH shares by certain ratios and/or allocation factors. The stock options were modified into HHH stock options and SEG stock options based on the applicable ratios and/or allocation factors. In addition, the growth targets for the RSAs based on Net Asset Value and related performance conditions were revised to carve out the impact of the spinoff. Also, the market conditions related to Total Shareholder Return (TSR) targets were evaluated as of the spinoff date for the TSR-based RSAs and then modified to time-based, service conditions only. See Note 12 - Stock-Based Compensation Plans for additional information.

The Company applies the provisions of ASC 718 Stock Compensation which requires all share‑based payments to be recognized in the Consolidated Statements of Operations based on their fair values. The fair value of stock option awards is determined using the Black-Scholes option-pricing model. Restricted stock awards are valued using the market price of HHH’s common stock on the grant date. For restricted stock awards with market conditions or performance conditions, the award is valued using a Monte Carlo simulation. The Company records compensation cost for stock-based compensation awards over the requisite service period. If the requisite service period is satisfied, compensation cost is not adjusted unless the award contains a performance condition. If an award contains a performance condition, expense is recognized only for those shares that ultimately vest using the per-share fair value measured at the grant date. The Company recognizes forfeitures as they occur.

HHC 2024 FORM 10-K | 60


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

Stock-Based Compensation The Company maintains various equity incentive plans, with outstanding stock-based compensation awards (Awards), which include stock options and restricted stock awards (RSAs). In 2023, each outstanding share of HHC’s common stock was automatically converted into one share of HHH common stock. HHH assumed all obligations under the equity incentive plans. All stock options and restricted stock outstanding will be settled in HHH stock. Stock-based compensation associated with HHH equity awards granted and outstanding to HHC employees is reflected as capital contributions from HHH to HHC.

In 2024, at the time of the Spinoff, all of these Awards were modified to adjust the number of HHH shares by certain ratios and/or allocation factors. The stock options were modified into HHH stock options and SEG stock options based on the applicable ratios and/or allocation factors. In addition, the growth targets for the RSAs based on Net Asset Value and related performance conditions were revised to carve out the impact of the Spinoff. Also, the market conditions related to Total Shareholder Return (TSR) targets were evaluated as of the Spinoff date for the TSR-based RSAs and then modified to time-based, service conditions only. See Note 12 - Stock-Based Compensation Plans for additional information.

Revenue Recognition and Related Matters

Condominium Rights and Unit Sales Revenue from the sale of an individual unit in a condominium project is recognized at a point in time (i.e., the closing) when HHC satisfies the single performance obligation to construct a condominium project and ~~transfer~~transfers control of a completed unit to a buyer. The transaction price, which is the amount of consideration the Company receives upon delivery of the completed condominium unit to the buyer, is allocated to this single obligation and is received at closing less any amounts previously paid on deposit.

The Company receives cash payments in the form of escrowed condominium deposits from customers who have contracted to purchase a condominium unit based on billing schedules established in HHC’s condominium purchase agreement contracts. The amounts are recorded in Restricted cash until released from escrow in accordance with the escrow agreement and on approval of HHC’s lender to fund construction costs of a project. A corresponding condominium contract deposit liability is established at the date of receipt, representing a portion of HHC’s unsatisfied performance obligation at each reporting date.

These deposits, along with the balance of the contract value, are recognized at closing upon satisfaction of HHC’s performance obligation and transfer of title to the buyer. Real estate project costs directly associated with a condominium project, which are HHC’s costs to fulfill contracts with condominium buyers, are capitalized while all other costs are expensed as incurred. Total estimated project costs include direct costs such as the carrying value of the land, site planning, architectural, construction, and financing costs, as well as indirect cost allocations. The allocations include costs which clearly relate to the specific project, including certain infrastructure and amenity costs which benefit the project as well as others, and are based upon the relative sales value of the units. Furthermore, incremental costs incurred to obtain a contract to sell condominium units are evaluated for capitalization in accordance with ASC 340-40 Components, Costs & Considerations, with incremental costs to fulfill a contract only being capitalized if the costs relate directly to a specifically identified contract, enhance resources to satisfy performance obligations in the future, and are expected to be recovered.

Master Planned Communities Land Sales Revenues from land sales are recognized at a point in time when the land sale closing process is complete. The transaction price generally has both fixed and variable components, with the fixed price stipulated in the contract and representative of a single performance obligation. See Builder Price Participation (BPP) below for a discussion of the variable component. The fixed transaction price, which is the amount of consideration received in full upon transfer of the land title to the buyer, is allocated to this single obligation and is received at closing of the land sale less any amounts previously paid on deposit.

HHC 2025 FORM 10-K | 62


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

The Company receives cash payments in the form of land purchase deposits from homebuilders or other commercial buyers who have contracted to purchase land within the Company’s MPCs, and HHC holds any escrowed deposits in Restricted cash or Cash and cash equivalents based on the terms of the contract. In situations where the Company has completed the closing of a developed land parcel or superpad and consideration is paid in full, but a portion of HHC’s performance obligation relating to the enhancement of the land is still unsatisfied, revenue related to HHC’s obligation is recognized over time. The Company recognizes only the portion of the improved land sale where the improvements are fully satisfied based on a cost input method. The aggregate amount of the transaction price allocated to the unsatisfied obligation is recorded as deferred land sales and is presented in Accounts payable and other liabilities. The Company measures HHC’s unsatisfied obligation based on the costs remaining relative to the total cost at the date of closing.

When residential or commercial land is sold, the cost of sales includes actual costs incurred and estimates of future development costs benefiting the property sold. In accordance with ASC 970-360-30-1 Real Estate Project Costs, when land is sold, costs are allocated to each sold superpad or lot based upon the relative sales value. For purposes of allocating development costs, estimates of future revenues and development costs are re-evaluated throughout the year, with adjustments being allocated prospectively to the remaining parcels available for sale. For certain parcels of land, including acquired parcels that the Company does not intend to develop or for which development was complete at the date of acquisition, the specific identification method is used to determine the cost of sales.

Builder Price Participation BPP is the variable component of the transaction price for certain Master Planned Communities land sales. BPP is earned when a developer that acquired land from HHC develops and sells a home to an end user at a price higher than a predetermined breakpoint. The excess over the breakpoint is shared between HHC and the developer at the time of closing on the sale of the home based on a previously agreed-upon percentage. Generally, BPP is constrained, and accordingly, the Company does not recognize an estimate of variable consideration. The Company’s conclusion is based on the following factors:

–BPP is highly susceptible to factors outside HHC’s influence such as unemployment and interest rates

–the time between the sale of land to a homebuilder and closing on a completed home can take up to three years

–there is significant variability in home pricing from period to period

HHC 2024 FORM 10-K | 61

FINANCIAL STATEMENTSFOOTNOTES Table of ContentsIndex to Financial Statements

The Company evaluates contracts with homebuilders with respect to BPP at each reporting period to determine whether a change in facts and circumstances has eliminated the constraint and will record an estimate of BPP revenue, if applicable.

For Condominium rights and unit sales, Master planned communities land sales, and Builder price participation the Company elected the practical expedient to not adjust promised amount of consideration for the effects of a significant financing component when the expected period between transfer of the promised asset and payment is one year or less.

Rental Revenues Revenue associated with the Company’s operating assets includes minimum rent, percentage rent in lieu of fixed minimum rent, tenant recoveries, and overage rent.

Minimum rent revenues are recognized on a straight‑line basis over the terms of the related leases when collectability is reasonably assured and the tenant has taken possession of, or controls, the physical use of the leased asset. Percentage rent in lieu of fixed minimum rent is recognized as sales are reported from tenants. Minimum rent revenues also include amortization related to above-market and below‑market tenant leases on acquired properties.

Recoveries from tenants are stipulated in the leases, are generally computed based upon a formula related to real estate taxes, insurance, and other real estate operating expenses, and are generally recognized as revenues in the period the related costs are incurred.

If the lease provides for tenant improvements, the Company determines whether the tenant improvements are owned by the tenant or by HHC. When HHC is the owner of the tenant improvements, rental revenue begins when the improvements are substantially complete. When the tenant is the owner of the tenant improvements, any tenant allowance funded by the Company is treated as a lease incentive and amortized as an adjustment to rental revenue over the lease term.

Other Land, Rental, and Property Revenues Other land revenues recognized over time include ground maintenance revenue, and homeowner association management fee revenue. These revenues are recognized over time, as time elapses. The amount of consideration and the duration are fixed, as stipulated in the related agreements, and represent a single performance obligation.

HHC 2025 FORM 10-K | 63


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

Other land revenues also include transfer and advertising fees on the secondary sales of homes in MPCs, forfeitures of earnest money deposits by buyers of HHC’s condominium units, lease termination fees, and other miscellaneous items. These items are recognized at a point in time when the real estate closing process is complete or HHC has a legal right to the respective fee or deposit.

Other rental revenues also includes overage rent which is recognized on an accrual basis once tenant sales exceed contractual thresholds contained in the lease and is calculated by multiplying the tenant sales in excess of the minimum amount by a percentage defined in the lease.

Noncontrolling Interests As of December 31, ~~2024~~2025 and December 31, ~~2023~~2024, noncontrolling interests related to the 12% noncontrolling interest in Teravalis and the noncontrolling interest in the Ward Village Homeowners’ Associations (HOAs). All revenues and expenses related to the HOAs are attributable to noncontrolling interests and do not impact net income attributable to Howard Hughes Holdings Inc.

Recently Issued Accounting Standards The following is a summary of recently issued and other notable accounting pronouncements which relate to the Company’s business.

Accounting Standards Update 2024-03, Disaggregation of Income Statement Expenses This update requires the disclosure of additional disaggregated information in the notes to financial statements for certain categories of costs and expenses that are included on the face of the statement of operations. The new disclosure requirements are effective for annual periods beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact this standard will have on its financial statement presentation and disclosures.

HHC 2024 FORM 10-K | 62

FINANCIAL STATEMENTSFOOTNOTES Table of ContentsIndex to Financial Statements


2. Discontinued Operations

On July 31, 2024, the ~~spinoff~~Spinoff of SEG was completed. The ~~separation~~Spinoff ~~of SEG refined the identity of HHH as a pure-play real estate company focused solely on its core businesses and development of its master planned communities. The spinoff~~ included all assets previously included in the Company’s Seaport segment and the Las Vegas Aviators and the Las Vegas Ballpark, which were previously included in the Operating Assets segment. As the ~~spinoff~~Spinoff ~~of SEG~~ represents a strategic shift in the Company’s operations, the results of SEG are included as discontinued operations for all periods presented.

The following table presents key components of Net income (loss) from discontinued operations, net of income taxes, for the years ended December 31:

thousands	~~2024~~		2024		~~2023~~		2023		~~2022~~
Total revenues	$	~~60,846~~	$	60,846	$	~~115,349~~	$	115,349	$	~~118,998~~
Total operating expenses	~~88,381~~		88,381		~~133,767~~		133,767		~~128,775~~
General and administrative (a)	~~32,535~~		32,535		~~4,522~~		4,522		—
Depreciation and amortization	~~16,717~~		16,717		~~47,384~~		47,384		~~45,756~~
Other	—		—		81		81		59
Provision for impairment	—		—		~~(672,492)~~		(672,492)		—
Other income (loss), net	~~(67)~~		(67)		~~(1,539)~~		(1,539)		~~488~~
Interest income (expense), net	~~(7,414)~~		(7,414)		~~874~~		874		~~1,607~~
Gain (loss) on extinguishment of debt	~~(1,563)~~		(1,563)		~~(47)~~		(47)		—
Equity in earnings (losses) from unconsolidated ventures	~~(18,960)~~		(18,960)		~~(81,484)~~		(81,484)		~~(36,272)~~
Net income (loss) from discontinued operations before income taxes	~~(104,791)~~		(104,791)		~~(825,093)~~		(825,093)		~~(89,769)~~
Income tax expense (benefit)	~~(16,568)~~		(16,568)		~~(190,153)~~		(190,153)		~~(21,696)~~
Net income (loss) from discontinued operations, net of taxes	$	~~(88,223)~~	$	(88,223)	$	~~(634,940)~~	$	(634,940)	$	~~(68,073)~~

(a)General and administrative expenses relate to costs incurred to complete the spinoff of Seaport Entertainment.

~~The~~Continuing ~~following~~Involvement ~~table~~with ~~summarizes~~SEG In connection with the ~~major~~Spinoff, ~~classes~~HHH entered into several agreements with Seaport Entertainment that governed the execution of ~~assets~~the transaction and ~~liabilities~~the ~~that~~relationship ~~are~~of ~~classified~~the asparties ~~discontinued~~following ~~operations~~the Spinoff including a Separation and Distribution Agreement, Transition Services Agreement, Tax Matters Agreement, Employee Matters Agreement, Guaranty Agreement, and various other agreements. All agreements expired on ~~the~~August ~~Consolidated~~1, ~~Balance~~2025, ~~Sheets~~and as such, HHH has no continuing obligations to or from SEG under these agreements.

thousands	December 31, 2023
Net investment in real estate	$	437,463
Investments in unconsolidated ventures	37,459
Cash and cash equivalents	1,834
Restricted cash	42,011
Accounts receivable, net	13,672
Deferred expenses, net	4,379
Operating lease right-of-use assets	39,434
Other assets, net	39,020
Assets of discontinued operations	$	615,272
Mortgages, notes, and loans payable, net	$	155,628
Operating lease obligations	46,222
Deferred tax liabilities, net	3,542
Accounts payable and other liabilities	21,773
Liabilities of discontinued operations	$	227,165

HHC 2025 FORM 10-K | 64

HHC 2024 FORM 10-K | 63


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

~~Continuing~~Seaport ~~Involvement~~Entertainment ~~with SEG~~Guaranty InFollowing ~~connection~~the ~~with~~execution of the ~~separation~~Spinoff, ~~HHH~~the ~~entered~~Company ~~into~~provided ~~several~~a ~~agreements~~full ~~with~~backstop ~~Seaport~~guaranty ~~Entertainment~~for SEG’s outstanding mortgage related to its 250 Water Street property (SEG Term Loan). On February 6, 2026, SEG announced that ~~govern~~it had closed the ~~execution~~sale of ~~the~~its ~~transaction~~250 ~~and~~Water ~~the~~Street ~~relationship~~property. As part of the ~~parties~~transaction, ~~following~~SEG repaid the ~~spinoff~~SEG ~~including~~Term aLoan ~~Separation~~in full and ~~Distribution~~the ~~Agreement,~~Company ~~Transition~~was ~~Services~~released ~~Agreement,~~from ~~Tax~~the ~~Matters~~related ~~Agreement,~~backstop ~~Employee~~guaranty. ~~Matters~~See ~~Agreement,~~Note ~~Guaranty~~11 ~~Agreement,~~- Commitments and ~~various~~Contingencies ~~other~~for ~~agreements.~~additional information.

Seaport Entertainment Guaranty Following the execution of the spinoff, the Company continues to provide a full backstop guaranty for SEG’s outstanding mortgage related to its 250 Water Street property. See Note 11 - Commitments and Contingencies for additional information.


3. Investments in Unconsolidated Ventures

In the normal course of business, the Company enters into partnerships and ventures with an emphasis on investments associated with the development and operation of real estate assets. As of December 31, ~~2024~~2025, the Company does not consolidate the investments below as it does not have a controlling financial interest in these ventures. As such, the Company primarily reports its interests in accordance with the equity method. As of December 31, ~~2024~~2025, these ventures had debt totaling $~~354~~434.30 million, with the Company’s proportionate share of this debt totaling $~~175~~215.65 million. All of this indebtedness is without recourse to the Company, with the exception of the collateral maintenance obligation for Floreo. See Note 11 - Commitments and Contingencies for additional information related to the Company’s collateral maintenance obligation.

Investments in unconsolidated ventures consist of the following:

	Ownership Interest (a)				Carrying Value				Share of Earnings/Dividends
	December 31,		December 31,		December 31,		December 31,			Year Ended December 31,
thousands except percentages	~~2024~~2025		~~2023~~2024		~~2024~~2025		~~2023~~2024			~~2024~~2025		~~2023~~2024		~~2022~~2023
Equity Method Investments
Operating Assets
110 North Wacker	—	%	—	%	$	—	$	—		$	—	$	—	$	4,910
Operating equity investments (b)	Various		Various		$	10,649	$	7,036		$	(776)	$	2,577	$	(64)
The Metropolitan (b)	50.0	%	50.0	%	—		—			667		33		4,556
Stewart Title of Montgomery County, TX	50.0	%	50.0	%	4,061		3,785			576		168		1,294
Woodlands Sarofim	20.0	%	20.0	%	2,975		2,990			(15)		(40)		(13)
TEN.m.flats (c)	50.0	%	50.0	%	—		—			1,349		(225)		6,878
Master Planned Communities
The Summit (d)	50.0	%	50.0	%	37,409		59,112			(16,807)		24,787		(30)
The Summit (c)	50.0	%	50.0	%	35,815		37,409			(1,594)		(16,807)		24,787
Floreo (e)	50.0	%	50.0	%	60,788		55,880			4,908		(2,121)		(1,377)
Floreo (d)	50.0	%	50.0	%	59,008		60,788			(1,780)		4,908		(2,121)
Strategic Developments
West End Alexandria (d)	58.3	%	58.3	%	60,513		56,757			256		139		70
West End Alexandria (c)	58.3	%	58.3	%	60,830		60,513			317		256		139
Other	50.0	%	50.0	%	41		~~496~~41			~~(5)~~—		2(5)		~~797~~2
					165,787		179,020			(9,071)		22,743		17,085
					166,343		165,787			(3,833)		(9,071)		22,743
Other investments (f)					3,779		3,779			3,242		3,033		4,638
Other investments (e)					3,779		3,779			5,605		3,242		3,033
Investments in unconsolidated ventures					$	~~169~~170,~~566~~122	$	~~182~~169,~~799~~566		$	(51,~~829)~~772	$	25(5,~~776~~829)	$	2125,~~723~~776

(a)Ownership interests presented reflect the Company’s stated ownership interest or if applicable, the Company’s final profit-sharing interest after receipt of any preferred returns based on the venture’s distribution priorities.

(b)~~The~~Two ~~Metropolitan~~of ~~was~~the operating equity investments were in a combined deficit position of $1223.28 million at December 31, ~~2024~~2025, and $1018.9 0 million at December 31, ~~2023~~2024, and presented in Accounts payable and other liabilities inon the Consolidated Balance Sheets.

(c)~~TEN.m.flats~~For ~~was~~these equity method investments, various provisions in athe ~~deficit~~venture ~~position~~operating agreements regarding distributions of ~~$5.8~~cash ~~million~~flow atbased ~~December 31~~on capital account balances, ~~2024~~allocations of profits and losses, and $4preferred returns may result in the Company’s economic interest differing from its stated interest or final profit-sharing interest.~~7 million~~ atFor ~~December 31~~these investments, ~~2023~~the Company recognizes income or loss based on the venture’s distribution priorities, ~~and~~which ~~presented~~could influctuate ~~Accounts~~over ~~payable~~time and ~~other~~may ~~liabilities~~be indifferent ~~the~~from ~~Consolidated~~its ~~Balance~~stated ~~Sheets~~ownership or final profit-sharing interest.

(d)~~For~~Classified ~~these~~as ~~equity~~a ~~method~~VIE; ~~investments~~however, ~~various provisions in~~ the ~~venture~~Company ~~operating~~is ~~agreements~~not ~~regarding~~the ~~distributions~~primary ofbeneficiary ~~cash flow based on capital account balances, allocations of profits~~ and ~~losses,~~accounts ~~and~~for ~~preferred~~its ~~returns~~investment ~~may~~in ~~result~~accordance inwith the ~~Company’s~~equity ~~economic interest differing from its stated interest or final profit-sharing interest~~method. ~~For~~Refer ~~these~~to ~~investments,~~discussion ~~the~~below ~~Company~~for ~~recognizes~~additional ~~income or loss based on the venture’s distribution priorities, which could fluctuate over time and may be different from its stated ownership or final profit-sharing interest~~information.

(e)~~Classified~~Other asinvestments arepresent ~~VIE;~~investments ~~however,~~not ~~the~~accounted ~~Company~~for isunder ~~not~~ the ~~primary~~equity ~~beneficiary~~method. ~~and~~There ~~accounts~~were ~~for~~no ~~its~~impairments, ~~investment~~or inupward ~~accordance~~or ~~with~~downward adjustments to the ~~equity~~carrying ~~method.~~amounts ~~Refer~~of tothese ~~discussion~~securities ~~below~~either ~~for~~during ~~additional~~current ~~information~~year or cumulatively.

The Summit In 2015, the Company formed DLV/HHPI Summerlin, LLC (fThe Summit)~~Other~~ ~~investments~~with ~~represent~~Discovery ~~investments~~Land ~~not~~Company ~~accounted~~(Discovery) ~~for~~to ~~under~~develop ~~the~~a ~~equity~~custom ~~method~~home community in Summerlin. The Company ~~elected~~contributed ~~the~~land ~~measurement~~for ~~alternative~~Phase asI ~~these~~in ~~investments~~2015 doand ~~not~~initially ~~have~~received ~~readily~~distributions ~~determinable~~and ~~fair~~recognized ~~values.~~its ~~There~~share ~~were~~of noincome ~~impairments,~~ or ~~upward~~loss orbased ~~downward~~on ~~adjustments~~the tojoint ~~the~~venture’s ~~carrying~~distribution ~~amounts~~priorities. ofThe ~~these~~Company ~~securities~~has ~~either~~now ~~during~~received ~~the~~all ~~current~~of ~~year~~its preferred return distributions, and recognizes its share of income or ~~cumulatively~~loss for Phase I based on its final profit-sharing interest.

~~HHC~~In ~~2024~~July ~~FORM~~2022, 10the Company contributed an additional 54 acres to The Summit (Phase II land). The Phase II land is adjacent to the existing Summit development and includes approximately 28 custom home sites. The first lot sales closed in the first quarter of 2023. The Company will receive distributions and recognize its share of income or loss for Phase II based on the joint venture’s distribution priorities in the amended Summit LLC agreement, which could fluctuate over time. Upon receipt of preferred returns to the Company, distributions and recognition of income or loss will be allocated to the company based on its final profit-~~K | 64~~sharing interest.

HHC 2025 FORM 10-K | 65


FINANCIAL STATEMENTS FOOTNOTES			Table of Contents Index to Financial Statements

~~110~~Floreo In ~~North~~the ~~Wacker The~~fourth ~~Company~~quarter ~~formed~~of a2021, ~~partnership~~simultaneous with athe ~~local~~Teravalis ~~developer~~land (acquisition, the ~~Partnership)~~Company ~~during~~closed on the ~~second~~acquisition ~~quarter~~ of ~~2017.~~a ~~During~~50% ~~the~~interest ~~second~~in ~~quarter~~Trillium ofDevelopment ~~2018~~Holding Company, ~~the~~LLC ~~Partnership~~(Floreo) ~~executed~~and entered into an ~~agreement~~LLC Agreement with ~~USAA~~JDM toPartners ~~construct~~ and ~~operate~~El Dorado Holdings to develop the ~~building~~first atvillage ~~110~~within ~~North~~the ~~Wacker~~new ~~through~~Teravalis aMPC ~~separate~~on ~~legal~~3,029 ~~entity~~acres (of land in the ~~Venture)~~greater Phoenix, Arizona area. ~~Construction~~The ~~was~~first ~~completed~~land sales closed in the ~~third~~first quarter of ~~2020~~2024.

In ~~March~~October 2022, Floreo closed on a $165.0 million bond financing. In February 2025, the ~~Partnership~~borrowing ~~completed~~capacity on the ~~sale~~bond increased to $365.0 million. Outstanding borrowings as of ~~its~~December 31, ~~ownership~~2025, ~~interest~~were $242.0 million. The Company provided a guaranty on this financing in the ~~Venture~~form ~~for~~of a ~~gross~~collateral ~~sales~~maintenance ~~price~~obligation and received an initial guaranty fee of $~~208~~5.60 million and will receive an additional guaranty fee of $6.0 million associated with the increased borrowing capacity. ~~Upon~~The ~~sale,~~financing and related guaranty provided by the Company ~~recognized~~triggered ~~income~~a reconsideration event, and as of $5December 31, 2022, Floreo was classified as a VIE.0 ~~million~~Due into ~~Equity~~rights inheld ~~earnings~~by ~~(losses)~~other ~~from~~members, ~~unconsolidated~~the ~~ventures~~Company does not have a controlling financial interest in ~~the~~Floreo ~~Consolidated~~and ~~Statements~~is ofnot ~~Operations~~the primary beneficiary. ~~Based~~As ~~upon~~of December 31, 2025, the ~~Partnership~~Company’s ~~waterfall,~~maximum exposure to loss as a result of this investment is limited to the $~~168~~59.90 million ofaggregate carrying value as the ~~net~~Company ~~sales~~has ~~proceeds~~not ~~were~~made ~~allocated~~any other firm commitments to fund amounts on behalf of this VIE, and cash collateral that the Company ~~with~~may ~~the~~be ~~remaining~~obligated ~~$22~~to post related to its collateral maintenance obligation.~~1 million~~ ~~allocated~~See Note 11 - Commitments and Contingencies for additional information related to the ~~local~~Company’s ~~developer~~collateral maintenance obligation.

~~The~~West ~~Summit~~End Alexandria In ~~2015~~the fourth quarter of 2021, the Company ~~formed~~entered ~~DLV/HHPI~~into ~~Summerlin,~~an ~~LLC~~Asset ~~(The~~Contribution ~~Summit)~~Agreement with ~~Discovery~~Landmark Land ~~Company~~Holdings, LLC (~~Discovery~~West End Alexandria) to ~~develop~~redevelop a ~~custom~~site ~~home~~previously ~~community~~known as Landmark Mall. Other equity owners include Foulger-Pratt Development, LLC (Foulger-Pratt) and Seritage SRC Finance (Seritage). In exchange for equity interests in ~~Summerlin~~West End Alexandria, the Company conveyed its Landmark Mall property, Seritage conveyed additional land, and Foulger-Pratt contributed cash consideration.

~~Phase~~Development ~~I The~~plans ~~Company~~for ~~contributed~~the ~~land~~41-acre ~~with~~property ainclude ~~carrying~~approximately ~~value~~four ~~of $13.4~~ million ~~and~~square ~~transferred~~feet ~~SID bonds related to such land with a carrying value~~ of ~~$1.3 million to The Summit at the agreed upon capital contribution value of $125.4 million~~residential, ~~or $226~~retail,~~000 per~~ ~~acre~~commercial, and ~~has~~entertainment noofferings ~~further~~integrated ~~capital~~into ~~obligations. Discovery~~a iscohesive ~~required~~neighborhood towith ~~fund~~a upcentral toplaza and a ~~maximum~~network of ~~$30.0 million~~parks ofand ~~cash~~public astransportation. ~~their~~Foulger-Pratt ~~capital~~manages ~~contribution,~~construction of ~~which~~the $3development.8 ~~million~~Demolition ~~has~~was ~~been~~completed ~~contributed. The gains on the contributed land are recognized~~ in ~~Equity~~2023, inwith ~~earnings~~completion ~~(losses) from unconsolidated ventures as The Summit sells lots. The Company has received its preferred return distributions and recognizes its share~~ of ~~income~~infrastructure orwork ~~loss~~expected ~~for~~in ~~Phase I based on its final profit-sharing interest~~2026.

Phase II In July 2022, the Company contributed an additional 54 acres to The Summit (Phase II land) with a fair value of $21.5 million. The Company recognized an incremental equity method investment at the fair value of $21.5 million and recognized a gain of $13.5 million recorded in Equity in earnings (losses) from unconsolidated ventures. This gain is the result of marking the cost basis of the land contributed to its estimated fair value at the time of contribution. The Phase II land is adjacent to the existing Summit development and includes approximately 28 custom home sites. The first lot sales closed in the first quarter of 2023. The Company will receive distributions and recognize its share of income or loss for Phase II based on the joint venture’s distribution priorities in the amended Summit LLC agreement, which could fluctuate over time. Upon receipt of preferred returns to HHH, distributions and recognition of income or loss will be allocated to the company based on its final profit-sharing interest.

Floreo In the fourth quarter of 2021, simultaneous with the Teravalis land acquisition, the Company closed on the acquisition of a 50% interest in Trillium Development Holding Company, LLC (Floreo), for $59.0 million and entered into a Limited Liability Company Agreement (LLC Agreement) with JDM Partners and El Dorado Holdings to develop the first village within the new Teravalis MPC on 3,029 acres of land in the greater Phoenix, Arizona area. The first land sales closed in the first quarter of 2024.

In October 2022, Floreo closed on a $165.0 million financing, with outstanding borrowings of $158.6 million as of December 31, 2024. The Company provided a guaranty on this financing in the form of a collateral maintenance obligation and received a guaranty fee of $5.0 million. The financing and related guaranty provided by the Company triggered a reconsideration event, and as of December 31, 2022, Floreo was classified as a VIE. Due to rights held by other members, the Company does not have a controlling financial interest in Floreo and is not the primary beneficiary. As of December 31, 2024, the Company’s maximum exposure to loss as a result of this investment is limited to the $60.8 million aggregate carrying value as the Company has not made any other firm commitments to fund amounts on behalf of this VIE, and cash collateral that the Company may be obligated to post related to its collateral maintenance obligation. See Note 11 - Commitments and Contingencies for additional information related to the Company’s collateral maintenance obligation.

West End Alexandria In the fourth quarter of 2021, the Company entered into an Asset Contribution Agreement with Landmark Land Holdings, LLC (West End Alexandria) to redevelop a 52-acre site previously known as Landmark Mall. Other equity owners include Foulger-Pratt Development, LLC (Foulger-Pratt) and Seritage SRC Finance (Seritage). The Company conveyed its 33-acre Landmark Mall property with an agreed upon fair value of $56.0 million and Seritage conveyed an additional 19 acres of land with an agreed upon fair value of $30.0 million to West End Alexandria in exchange for equity interest. Additionally, Foulger-Pratt agreed to contribute $10.0 million to West End Alexandria. Also in the fourth quarter of 2021, West End Alexandria executed a Purchase and Sale Agreement with the City of Alexandria to sell approximately 11 acres to the City of Alexandria. The city will lease this land to Inova Health Care Services for construction of a new hospital.

HHC 2024 FORM 10-K | 65

FINANCIAL STATEMENTSFOOTNOTES Table of ContentsIndex to Financial Statements

Development plans for the remaining 41-acre property include approximately four million square feet of residential, retail, commercial, and entertainment offerings integrated into a cohesive neighborhood with a central plaza and a network of parks and public transportation. Foulger-Pratt manages construction of the development. Demolition began in the second quarter of 2022 and was completed in 2023, with the completion of infrastructure work expected in 2025.

The Company does not have the ability to control the activities that most impact the economic performance of the venture as Foulger-Pratt is the managing member and manages all development activities. As such, the Company accounts for its ownership interest in accordance with the equity method.

Filing Compare · Howard Hughes Corp