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What changed in Howard Hughes Holdings Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Howard Hughes Holdings Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+334 added−340 removedSource: 10-K (2026-02-19) vs 10-K (2025-02-26)

Top changes in Howard Hughes Holdings Inc.'s 2025 10-K

334 paragraphs added · 340 removed · 219 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

38 edited+20 added−47 removed34 unchanged
Biggest changeSee 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.
Biggest changeThrough HHC, the Company operates a large‑scale, mixed‑use real estate platform focused on the development of master planned communities (MPCs), the investment in strategic real estate development opportunities, and the ownership and operation of income‑producing properties. Our award-winning assets include one of the nation's largest portfolios of MPCs, spanning approximately 101,000 gross acres 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 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. This 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.
The migration into The Woodlands, Bridgeland, and Summerlin reinforces that thoughtful planning is highly attractive as residents, CEOs, and commercial tenants are seeking and expecting a committed approach to sustainability and community health and wellness.
Sustained migration into The Woodlands, Bridgeland, and Summerlin reinforces that thoughtful planning is highly attractive as residents, CEOs, and commercial tenants are seeking and expecting a committed approach to sustainability and community health and wellness.
Properties for additional detail on individual properties, including assets by reportable segment, geographic location, and predominant use at December 31, 2024. This section should be referred to when reading Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations , which contains information about our financial results and operating performance for our business segments.
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 Discussion and Analysis of Financial Condition and Results of Operations , which contains information about our financial results and operating performance for our business segments.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other publicly filed documents, including all exhibits filed therewith, are available and may be accessed free of charge through the Investors section of our website under the Securities and Exchange Commission (SEC) Filings subsection, as soon as reasonably practicable after those documents are filed with, or furnished to, the SEC at www.sec.gov.
Our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other publicly filed documents, including all exhibits filed therewith, are available and may be accessed free of charge through the Investors section of our website under the Financial Reporting subsection, as soon as reasonably practicable after those documents are filed with, or furnished to, the Securities and Exchange Commission (SEC) at www.sec.gov.
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, eight 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.
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, 2025, 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.
At Howard Hughes, we recognize that our people are the heart of our organization and the communities we serve. By investing in their development, well-being, and impact, we continue to build a foundation for success that drives meaningful change.
At HHH, we recognize that our people are at the heart of our organization and the communities we serve. By investing in their development, well-being, and community impact, we continue to build a foundation for success that drives meaningful change.
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. For further information see Governance and Risk Management above.
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.
As of December 31, 2024, our total debt equaled approximately 55.7% of the book value of our total assets, which we believe is significantly less than our market value. Our net debt, which includes our share of debt of unconsolidated ventures less cash and Special Improvement District and Municipal Utility District receivables, equaled approximately 48.8% of our total enterprise value.
As of December 31, 2025, our total debt equaled approximately 48% of the book value of our total assets, which we believe is significantly less than our market value. Our net debt, which includes our share of debt of unconsolidated ventures less cash and Special Improvement District and Municipal Utility District receivables, equaled approximately 39% of our total enterprise value.
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.
Our MPCs, including Floreo, our unconsolidated joint venture, contain 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 MPCs contain approximately 13,000 acres designated for commercial development or sale to non-competing users such as hospitals.
Summerlin and Bridgeland were again ranked by Robert Charles Lesser & Co., LLC (RCLCO), capturing fifth and seventh top-selling master planned communities in the nation, respectively, for the year ended December 31, 2024. We expect the competitive position, desirable locations, and land development expertise to drive the long-term growth of our MPCs.
Summerlin and Bridgeland were again ranked by RCLCO, capturing tenth and eleventh top-selling master planned communities in the nation, respectively, for the year ended December 31, 2025. We expect the competitive position, desirable locations, and land development expertise to drive the long-term growth of our MPCs.
HHH 2024 FORM 10-K | 4 BUSINESS Table of Contents Index 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.
HHH 2025 FORM 10-K | 6 BUSINESS Table of Contents Index to Financial Statements COMPETITIVE STRENGTHS AND COMPETITION Our assets are located across the United States, with the vast majority of the assets in Operating Assets segment located within our MPCs.
HHH 2024 FORM 10-K | 11 RISK FACTORS Table of Contents Index to Financial Statements
HHH 2025 FORM 10-K | 9 RISK FACTORS Table of Contents Index to Financial Statements
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.
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. – Flexible Balance Sheet . We ended the year with $1.5 billion of cash on hand.
In Ward Village, we have either opened or started construction on 4,727 condominium units, with approximately 98.4% of these units sold or presold as of December 31, 2024. – Unique, Diverse Portfolio . We own a portfolio with many diverse market-leading assets with a combination of steady cash flow and longer-term value creation opportunities. – Significant Value Creation Opportunity .
We have either opened or started construction on 11 condominium towers, with approximately 99% of the units sold or pre-sold as of December 31, 2025. – Unique, Diverse Portfolio . We own a portfolio with many diverse market-leading assets with a combination of steady cash flow and longer-term value creation opportunities. – Significant Value Creation Opportunity .
One of our key differentiators is our ability to self-fund significant portions of our new development without having to dispose of our recently completed developments. Our residential land sales, recurring NOI, and profits on the sales of condominium units generate substantial amounts of free cash flow, which is used to fund the equity required to execute our many development opportunities.
Our residential land sales, recurring NOI, and profits on the sales of condominium units generate substantial amounts of free cash flow, which is used to fund the equity required to execute our many development opportunities.
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.
The long-term value of our Operating Assets is driven by their concentration in our MPCs, where 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.
As of December 31, 2024, our MPCs, including Floreo, our unconsolidated joint venture, encompassed approximately 101,000 gross acres of land and include approximately 35,000 acres of land available for sale or development.
As of December 31, 2025, our MPCs, including Floreo, our unconsolidated joint venture in the Phoenix region, include approximately 34,000 acres of land available for sale or development.
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.
Revenue is primarily generated through rental services and is directly impacted by trends in rental rates and operating costs. 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.
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 approved amendments to the local development rules to include updated guidelines for smart growth in areas including Ward Village.
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.
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.
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 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 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.
HHH 2024 FORM 10-K | 7 BUSINESS Table of Contents Index to Financial Statements Strategic Developments Our Strategic Developments segment consists of 15 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.
Strategic Developments Our Strategic Developments segment consists of various 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.
These developments often require decades of investment and continued focus on the changing market dynamics surrounding these communities.
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.
Excluding the value of land that we own, we have invested approximately $3.4 billion in these developments, which is projected to generate a 8.9% yield on cost, a significant spread over market cap rates which, in turn, has generated meaningful value for our stockholders. These investments and returns exclude condominium development as well as projects under construction.
These developments are projected to generate a 8.8% yield on cost, a significant spread over market cap rates which, in turn, has generated meaningful value for our stockholders. These returns exclude condominium developments as they do not result in recurring NOI.
Personal well-being is prioritized through comprehensive benefits that include a robust health package, a 401(k) match program, up to 12 weeks of fully paid parental leave, adoption and surrogacy support, commuter benefits, pet insurance, and wellness incentives designed for all life stages.
The company's comprehensive benefits program includes robust healthcare coverages including voluntary benefits for unexpected life events, wellness incentives for all life stages, up to 12 weeks of fully paid parental leave, adoption and surrogacy support, a 401(k)-match program for retirement planning, and other plans like commuter benefits and pet insurance to meet the needs of our diverse workforce.
These documents are published under Governance Documents on the Company’s website. HHH 2024 FORM 10-K | 10 BUSINESS Table of Contents Index to Financial Statements REGULATORY MATTERS A portion of our business is dedicated to the development and sale of condominiums.
HHH 2025 FORM 10-K | 8 BUSINESS Table of Contents Index to Financial Statements REGULATORY MATTERS 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.
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.
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.
Master Planned Communities As of December 31, 2024, 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.
HHH 2025 FORM 10-K | 5 BUSINESS Table of Contents Index to Financial Statements Master Planned Communities As of December 31, 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.
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. Our Competitive Strengths We distinguish ourselves from other real estate companies through the following competitive strengths: – Track Record of Value Creation .
Financial information about each of our segments is presented in Note 19 - Segments in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report. Operating Assets We have developed many of the assets in our Operating Assets segment since the Company’s inception in 2010.
Excluding our projects under construction, we own approximately 9.2 million square feet of retail and office space and 5,587 multifamily units.
As of December 31, 2025, we had 77 Operating Assets, including our investments in unconsolidated ventures, consisting of 13 retail properties, 37 office properties, 18 multifamily properties, and 9 other operating properties or investments. Excluding our projects under construction, we own approximately 9.3 million square feet of retail and office space and 5,855 multifamily units.
Item 1. Business OVERVIEW General On August 11, 2023, Howard Hughes Holdings Inc. (HHH or the Company), a new holding company, replaced The Howard Hughes Corporation (HHC) as the public company trading on the New York Stock Exchange.
Item 1. Business OVERVIEW Business Overview Howard Hughes Holdings Inc. (HHH or the Company) is a holding company that owns a real estate development subsidiary, The Howard Hughes Corporation (HHC).
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. HHH was incorporated in Delaware on August 11, 2023, and its predecessor, The Howard Hughes Corporation (HHC), was incorporated in Delaware on July 1, 2010.
Available Information HHH was incorporated in Delaware on August 11, 2023, and its predecessor, The Howard Hughes Corporation (HHC), was incorporated in Delaware on July 1, 2010. Our website address is www.howardhughes.com.
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.
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.
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.
HHH 2025 FORM 10-K | 4 BUSINESS Table of Contents Index to Financial Statements BUSINESS SEGMENTS HHH operates 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.
From time to time, we use our website as an additional means of disclosing public information to investors, the media, and others interested in us. BUSINESS SEGMENTS The following further describes our three business segments and provides a general description of the assets comprising these segments. Refer to Item 2.
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.
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG) Howard Hughes communities are rooted with a deep respect for the natural environment and provide an exceptional lifestyle that has made them among the most sought-after places to live and work in the country. Today, our portfolio includes approximately 101,000 gross acres in five states.
Unconsolidated ventures refer to partnerships or joint ventures primarily for the development and operation of real estate assets. – Sustainability Strategy. Our communities provide an exceptional lifestyle that has made them among the most sought-after places to live and work in the country.
We believe our structure currently provides us with significant financial and operating flexibility to maximize the value of our real estate portfolio. HHH 2024 FORM 10-K | 5 BUSINESS Table of Contents Index to Financial Statements Competition The nature and extent of our competition depends on the type of property involved.
We believe our structure currently provides us with significant financial and operating flexibility to maximize the value of our portfolio. – Track Record of Value Creation . We have completed development of various office, retail, and multifamily properties since 2011.
Removed
Existing shares of common stock of HHC were automatically converted, on a one-for-one basis, into shares of common stock of HHH, with the same designations, rights, powers, and preferences, and the same qualifications, limitations, and restrictions, as the shares of HHC common stock immediately prior to the reorganization.
Added
In 2025, the Company began executing a long-term strategy to transition from a pure-play real estate company to a diversified holding company.
Removed
HHH became the successor issuer to HHC pursuant to Rule 12g-3 (a) under the Exchange Act and replaced HHC as the public company trading on the New York Stock Exchange under the ticker symbol "HHH." Seaport Entertainment Spinoff On July 31, 2024, the spinoff of Seaport Entertainment Group Inc. and its subsidiaries (Seaport Entertainment or SEG) was completed.
Added
On May 5, 2025, the Company sold 9,000,000 newly issued shares of the Company’s common stock to Pershing Square for an aggregate purchase price of $900 million, with the expectation that the proceeds from the transaction would be used to acquire or make investments in other operating companies (Pershing Square Issuance).
Removed
SEG included HHH’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.
Added
On December 18, 2025, we announced that we have entered into a definitive agreement to acquire 100% of Vantage Group Holdings Ltd. (Vantage), a privately held specialty insurance and reinsurance company, for cash consideration of approximately $2.1 billion.
Removed
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.
Added
The transaction remains subject to regulatory approvals and other customary closing conditions, and is expected to close in the second quarter of 2026.
Removed
SEG common stock began trading on the NYSE American stock exchange on August 1, 2024, under the symbol “SEG”. 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.
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If completed, the combination of HHH’s corporate holding structure and Vantage’s insurance expertise creates the opportunity to advance the insurance company’s growth using reinvested real estate cash flows while continuing to invest in HHH’s core real estate development business.
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We have completed the development of 7.8 million square feet of office and retail operating properties, 5,194 multifamily units, and 909 hospitality keys since 2011.
Added
Refer to Note 1 - Presentation of Financial Statements and Significant Accounting Policies and Note 2 - Pershing Square in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.
Removed
We exclude condominium developments since they do not result in recurring NOI, and we exclude projects under development due to the wider range of NOI they are expected to generate upon stabilization.
Added
From time to time, we use our website as a means of disclosing material information and for complying with our disclosure obligations under SEC Regulation FD (Fair Disclosure). Accordingly, investors should monitor the Investors section of our website in addition to following the Company’s press releases, SEC filings, public conference calls, presentations and webcasts.
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We have an exceptional development pipeline with over 100 million square feet of vertical entitlements remaining across our portfolio.
Added
Competitive Strengths We distinguish ourselves from other real estate companies through the following competitive strengths: – Self-Funded Business Plan . One of our key differentiators is our ability to self-fund significant portions of our new development without having to dispose of our recently completed developments.
Removed
This represents approximately 13 times the 7.8 million square feet we have delivered in the last 14 years without having to acquire another development site or external asset, which we believe is a significant competitive advantage over other real estate development corporations. – Flexible Balance Sheet . We ended the year with $596.1 million of cash on hand.
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From time to time, we may also allocate a portion of this cash flow to support the growth and capitalization of any newly acquired businesses, such as the proposed Vantage acquisition, while maintaining the capacity to fund our existing development opportunities.
Removed
Unconsolidated ventures refer to partnerships or joint ventures primarily for the development and operation of real estate assets. Our strong balance sheet provides substantial insulation against potential downturns and provides us with the flexibility to evaluate new real estate project opportunities. – Self-Funded Business Plan .
Added
As of December 31, 2025, we have two condominium towers under construction that are 96% pre-sold representing $1.5 billion of contracted future revenue and three condominium towers in predevelopment that are 66% pre-sold representing $2.0 billion of contracted future revenue.
Removed
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, we have 74 Operating Assets, including our investments in unconsolidated ventures, consisting of 12 retail properties, 36 office properties, 17 multifamily properties, and 9 other operating properties or investments.
Added
Additionally, 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.
Removed
HHH 2024 FORM 10-K | 6 BUSINESS Table of Contents Index to Financial Statements We 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.
Added
We integrate sustainability initiatives into the planning, development, and operation of our MPCs by promoting access to green spaces, reducing energy use and carbon emissions, conserving water, protecting biodiversity, and supporting healthy living.
Removed
We will also occasionally sell an operating asset when it does not complement our existing properties or no longer fits within our current strategy. In 2024, the Company completed the sale of four non-core ground leases and a medical office building in The Woodlands, and a retail property in Bridgeland for total proceeds of $51.6 million.
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We pursue sustainability certifications, including Leadership in Energy and Environmental Design (LEED), where appropriate by asset type and market conditions, and voluntarily report on our sustainability efforts through the annual Global Real Estate Sustainability Benchmark (GRESB) and S&P Global Corporate Sustainability Assessment.
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Ward Village We continue to transform Ward Village into a vibrant neighborhood offering unique retail experiences, dining, and entertainment, along with exceptional residences and workforce housing set among open public spaces and pedestrian-friendly streets.
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Additional details are available in our most recent annual Sustainability Report, which can be found in the Investors section of the Company’s website (https://investor.howardhughes.com/news-events/presentations). HHH 2025 FORM 10-K | 7 BUSINESS Table of Contents Index to Financial Statements Competition The nature and extent of our competition depends on the type of property involved.
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The strong demand for homes in amenity-rich, business-friendly environments that offer a high quality of life is driving relocation to our communities, and companies are following to take advantage of this talent pool.
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HUMAN CAPITAL As of December 31, 2025, the Company employed approximately 500 individuals, with the majority serving in full-time roles across various U.S. locations. Our employees are fundamental to our core operations and represent a vital asset to the organization.
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Through purposeful planning and advanced design of homes, offices, retail, mixed-use commercial areas, as well as public gathering spaces, we promote energy efficiency and conservation of resources, provide access to nature and walkable downtowns, and offer short commutes that foster community engagement and connectivity.
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The ongoing effectiveness of our strategy and the generation of sustainable value for the company are contingent upon our capacity to attract, develop, and retain exceptional talent. Our commitment to community building is reflected in the creation of spaces that empower employees to prosper both professionally and personally.
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We understand the value of having access to the natural environment, which is why we have dedicated at least 20% of our communities across the country to parks, lakes, trails, and nature preserves. Our program is overseen by our Chief Executive Officer, President, and Board of Directors.
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To further promote growth, employees have access to a variety of valuable resources. These include tuition reimbursement programs, support for managing student debt, and financial wellness workshops, all aimed at enhancing financial literacy and stability. Customized training initiatives focus on professional development as well as compliance and ethics education, reinforcing our dedication to integrity and career advancement throughout the organization.
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Additional details on our sustainable, inclusive, and transparent approach are available in our most recent annual Communities Report, which can be found on the Company’s website (https://www.howardhughes.com/communities/). This annual report, published in October 2024, looks at the collective efforts of our team in 2023.
Added
In 2025, the Company invested in various training initiatives, including the introduction of our leadership development program. This initiative underscores our ongoing investment in developing future leaders and supporting the professional aspirations of our workforce. Our talent management processes are structured to ensure that the appropriate skills are aligned with the correct roles at the optimal time.
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Our disclosure is in reference to the most recent Global Reporting Initiative’s 2021 Standards , includes indices aligned with the Task Force on Climate-related Financial Disclosures (TCFD) and the Sustainability Accounting Standards Board Real Estate Standard. Prior to this report, our most recent Communities Report was published in October 2023, and covered calendar year 2022.
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We monitor voluntary and involuntary turnover, as well as time to fill for critical positions, to assess the effectiveness of our recruiting, onboarding, and retention initiatives. This allows us to adjust our talent strategies as needed.
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Environmental Strategy and Performance In the planning and development of our award-winning master planned communities, we take meaningful and measurable action to be more efficient and resilient, as we promote access to green spaces, reduce energy use and carbon emissions, conserve water resources, protect biodiversity, and support healthy living.
Added
The Company remains deeply committed to community impact through our HHCares program, which supported 178 local charities in 2025 through monetary donations and employee volunteerism. Our employees collectively volunteered approximately 3,150 hours, showcasing their dedication to strengthening communities where we live and work.
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Our approach starts by embedding industry leading sustainable strategies from the beginning as part of our horizontal land use planning and vertical development process. Best practices are then carried into the construction phase and through the ongoing maintenance and operations of our portfolio.
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We leverage independent reporting frameworks, third-party certifications, and globally adopted guidance to ensure we are in alignment with industry-recognized standards. Voluntary and industry leadership frameworks pursued in our portfolio currently exceed U.S. regulations and supplement our ambition to be best in class.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

48 edited+37 added−15 removed147 unchanged
Biggest changeHHH 2024 FORM 10-K | 16 RISK FACTORS Table of Contents Index to Financial Statements 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.
Biggest changeIn particular, recent 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 HHH 2025 FORM 10-K | 14 RISK FACTORS Table of Contents Index to Financial Statements supplies, could increase our costs and reduce availability of necessary materials.
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.
Our 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.
The indentures governing our Senior Notes contain certain restrictions that may limit our ability to operate. In addition, the Loan 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 indentures governing our senior unsecured notes contain certain restrictions that may limit our ability to operate. In addition, the loan 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 Board’s Corporate Governance Guidelines reflect that it will grant to any stockholder a waiver of the applicability of Section 203 of the DGCL to the acquisition of up to 40% of the Company’s outstanding voting stock upon the request of such stockholder, subject to the Board’s fiduciary duties and applicable law.
The Board’s Corporate Governance Guidelines also reflect that it will grant to any stockholder a waiver of the applicability of Section 203 of the DGCL to the acquisition of up to 40% of the Company’s outstanding voting stock upon the request of such stockholder, subject to the Board’s fiduciary duties and applicable law.
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 Notes and Loan Agreements.
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 unsecured notes and loan agreements.
Factors that affect our trading price may include the following: – results of operations that vary from the expectations of securities analysts and investors, including our ability to finance and achieve the anticipated benefits of the spinoff – changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors – announcements by us or our competitors of new significant real-estate developments, acquisitions, joint ventures, other strategic relationships or actions, capital commitments, or responses to these events – changes in general economic or market conditions, including increases in interest rates, or trends in our industry or markets – future sales of our common stock or other securities – guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance – the sustainability of an active trading market for our stock – changes in accounting principles – events or factors resulting from natural disasters, war, acts of terrorism, or responses to these events These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.
Factors that could affect our trading price include the following: – results of operations that vary from the expectations of securities analysts and investors, including our ability to consummate and achieve the anticipated benefits of the Vantage Transaction – changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors – announcements by us or our competitors of new significant real-estate developments, acquisitions, joint ventures, other strategic relationships or actions, capital commitments, or responses to these events – changes in general economic or market conditions, including increases in interest rates, or trends in our industry or markets – future sales of our common stock or other securities – guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance – the sustainability of an active trading market for our stock – changes in accounting principles – events or factors resulting from natural disasters, war, acts of terrorism, or responses to these events These broad market and industry fluctuations may adversely affect the market price of our common stock, regardless of our actual operating performance.
HHH 2024 FORM 10-K | 12 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.
HHH 2025 FORM 10-K | 10 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.
Accordingly, Pershing Square has the ability to influence our policies and operations, including the appointment of management, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our amended and restated certificate of incorporation and amended and restated bylaws and the entering into of extraordinary transactions, and its interests may not in all cases be aligned with other stockholders’ interests.
Accordingly, Pershing Square has the ability to influence our policies and operations, including the appointment of management, business development and investment strategies, future issuances of our common stock or other securities, the payment of dividends, if any, on our common stock, the incurrence or modification of debt by us, amendments to our amended and restated certificate of incorporation and amended and restated bylaws and the entering into of extraordinary transactions, and its interests may not in all cases be aligned with other stockholders’ interests.
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.
These tariffs, as well as potential retaliatory measures by other countries, may further impact global trade flows, exacerbate inflation, and contribute to interest rate volatility 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.
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 Notes and Loan 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 – 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 HHH 2024 FORM 10-K | 18 RISK FACTORS Table of Contents Index to Financial Statements – 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 – 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 Notes, the Loan Agreements and our other debt agreements contain restrictions that may limit our ability to operate our business.
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 unsecured notes and loan 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 – 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 – 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 unsecured notes, the loan agreements, and our other debt agreements contain restrictions that may limit our ability to operate our business.
Anti-takeover provisions in our certificate of incorporation, our by-laws, Delaware law, stockholder’s rights agreement and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
Anti-takeover provisions in our certificate of incorporation, our by-laws, Delaware law, Shareholder Agreement, Standstill Agreement, and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock.
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, high unemployment, inflation, and/or tighter credit.
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, interest rate volatility, trade policies, high unemployment, inflation, and/or tighter credit.
The rate of defaults may increase from historical levels due to tenants’ businesses being negatively impacted by higher interest rates. 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.
The rate of defaults may increase from historical levels due to tenants’ businesses being negatively impacted by interest 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.
The Company has no business operations of its own, and the Company’s only significant assets are the outstanding equity interests of its subsidiaries, including The Howard Hughes Corporation.
The Company is dependent on the operations and funds of its subsidiaries, including The Howard Hughes Corporation. The Company has no business operations of its own, and the Company’s only significant assets are the outstanding equity interests of its subsidiaries, including The Howard Hughes Corporation.
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.
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, unavailability of mortgage financing, increasing housing costs, and unemployment levels.
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.
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. Water and electricity shortages could have an adverse effect on our business, financial condition, and results of operations.
As of December 31, 2024, our proportionate share of the debt of our unconsolidated ventures was $175.6 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.
As of December 31, 2025, our proportionate share of the debt of our unconsolidated ventures was $215.5 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.
As of December 31, 2024, 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, we have $34.7 million of recourse guarantees associated with undrawn financing commitments.
As of December 31, 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, 2025, we had $6.6 million of recourse guarantees associated with undrawn financing commitments.
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, we have approximately $802.7 million of federal net operating loss carryforwards.
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, 2025, we had approximately $708.6 million of federal net operating loss carryforwards.
If HHC or any of the Company’s other subsidiaries is limited in its ability to distribute cash to the Company, or if the earnings or other available assets of the Company’s subsidiaries are not sufficient to pay distributions or make loans to the Company in the amounts or at the times necessary for the Company to meet its financial obligations, then the Company’s business, financial condition, cash flows, results of operations, and reputation may be materially adversely affected.
If HHC or any of the Company’s other subsidiaries is limited in its ability to distribute cash to the Company, or if the earnings or other available assets of the Company’s subsidiaries are not sufficient to pay distributions or make loans to HHH 2025 FORM 10-K | 18 RISK FACTORS Table of Contents Index to Financial Statements the Company in the amounts or at the times necessary for the Company to meet its financial obligations, then the Company’s business, financial condition, cash flows, results of operations, and reputation may be materially adversely affected.
RISKS RELATED TO THE SPINOFF AND OUR RELATIONSHIP WITH SEAPORT ENTERTAINMENT In 2024, we completed the spinoff of Seaport Entertainment into an independent publicly traded company, and we may not achieve some or all of the spinoff’s expected benefits. On July 31, 2024, we completed the spinoff of Seaport Entertainment as an independent, publicly traded company.
In 2024, we completed the spinoff of Seaport Entertainment Group Inc. into an independent publicly traded company, and we may not achieve some or all of the Spinoff’s expected benefits. On July 31, 2024, we completed the spinoff of Seaport Entertainment Group Inc. (the Spinoff), as an independent, publicly traded company.
These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third-party’s offer may be considered beneficial by many of our stockholders.
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.
Some of our properties, including Houston-area MPCs and Ward HHH 2025 FORM 10-K | 12 RISK FACTORS Table of Contents Index to Financial Statements 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.
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. Our stock price may continue to be volatile.
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. Our stock price may be volatile. The trading price of our common stock may be volatile due to the stock market’s routine periods of large or extreme volatility.
Subject to the limits contained in the indentures governing the $600 million Bridgeland Notes due 2029, the $750 million 5.375% senior notes due 2028, the $650 million 4.125% senior notes due 2029, and the $650 million 4.375% senior notes due 2031 (collectively, the Senior 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.
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 unsecured notes), and any limits under our HHH 2025 FORM 10-K | 16 RISK FACTORS Table of Contents Index to Financial Statements other debt agreements, we may need to incur substantial additional indebtedness from time to time, including project indebtedness for developments by our subsidiaries.
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. HHH 2024 FORM 10-K | 14 RISK FACTORS Table of Contents Index to Financial Statements Some of our properties are subject to potential natural or other disasters.
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.
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.
Taxes for financial reporting purposes and cash tax liabilities in the future may be adversely affected by changes in such tax rules. HHH 2025 FORM 10-K | 21 RISK FACTORS Table of Contents Index to Financial Statements GENERAL RISKS Loss of key personnel could adversely affect our business and operations. We depend on the efforts of key executive personnel.
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.
HHH 2025 FORM 10-K | 13 RISK FACTORS Table of Contents Index to Financial Statements 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.
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.
The gaming industry is characterized by an increasingly high degree of competition among a large number of participants, including riverboat casinos, dockside HHH 2025 FORM 10-K | 11 RISK FACTORS Table of Contents Index to Financial Statements casinos, land-based casinos, video lottery, sweepstakes, and poker machines, many of which are located outside of Las Vegas.
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.
Any material claims in these areas could negatively HHH 2025 FORM 10-K | 19 RISK FACTORS Table of Contents Index to Financial Statements 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.
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 HHH 2024 FORM 10-K | 21 RISK FACTORS Table of Contents Index to Financial Statements resources such as wetlands, endangered species, cultural resources, or areas subject to preservation laws; and how we address contamination.
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.
HHH 2024 FORM 10-K | 20 RISK FACTORS Table of Contents Index 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.
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.
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.
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.
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, HHH 2024 FORM 10-K | 19 RISK FACTORS Table of Contents Index to Financial Statements redevelopment, or expansion.
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.
HHH 2024 FORM 10-K | 13 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.
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.
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.
Additionally, Summerlin and Teravalis 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.
Many of the properties we own are located in the same or in a limited number of geographic regions, including 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.
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.
We have granted a waiver of the applicability of the provisions of Section 203 of the DGCL to Pershing Square Capital Management, L.P., PS Management GP, LLC and William A.
In connection with the Pershing Square Issuance, we granted a waiver of the applicability of the provisions of Section 203 of the DGCL to Pershing Square Capital Management, L.P., PS Management GP, LLC and William A. Ackman (together, Pershing Square) with respect to Pershing Square’s purchase of our common stock in connection therewith.
As such, Pershing Square, through its ability to accumulate more common stock than would otherwise be permitted under Section 203, has the ability to become a large holder that would be able to affect matters requiring approval by Company stockholders, including the election of directors and approval of mergers or other business combination transactions.
As such, Pershing Square, a large holder that is able to affect matters requiring approval by Company stockholders, including the election of directors and approval of mergers or other business combination transactions.
Following the spinoff, we may be more susceptible to market fluctuations and other adverse events than prior to the spinoff, and our business is less diversified than the combined businesses prior to the spinoff. Seaport Entertainment may fail to perform its obligations under various transaction agreements that we entered into in connection with the spinoff.
Following the Spinoff, we may be more susceptible to market fluctuations and other adverse events than prior to the Spinoff, and our business is less diversified than the combined businesses prior to the Spinoff.
Pershing Square has the ability to influence our policies and operations and its interests may not in all cases be aligned with other stockholders. Pershing Square beneficially owns approximately 37.4% of our outstanding common stock as of February 19, 2025. Additionally, Mr. Ben Hakim, the President of Pershing Square, is a member of our board of directors.
RISKS RELATED TO OUR NEW HOLDING COMPANY STRATEGY AND OUR RELATIONSHIP WITH PERSHING SQUARE Pershing Square has the ability to influence our policies and operations and its interests may not in all cases be aligned with other stockholders. Pershing Square beneficially owns approximately 46.7% of our outstanding common stock as of February 12, 2026. Mr.
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.
In addition, if the lenders under any of our debt HHH 2025 FORM 10-K | 17 RISK FACTORS Table of Contents Index to Financial Statements 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.
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.
Future development opportunities may require additional capital and other expenditures to comply with laws and regulations relating to the protection of the environment.
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. The Company is dependent on the operations and funds of its subsidiaries, including The Howard Hughes Corporation.
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.
The trading price of our common stock is likely to continue to be volatile due to the stock market’s routine periods of large or extreme volatility. This volatility often has been unrelated or disproportionate to the operating performance of particular companies, including ours.
This volatility often has been unrelated or disproportionate to the operating performance of particular companies, including ours.
If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation. HHH 2024 FORM 10-K | 23 RISK FACTORS Table of Contents Index to Financial Statements The Company may not obtain the anticipated benefits of the holding company structure.
If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of executive management from our business regardless of the outcome of such litigation. We are exposed to risks related to the adoption and use of artificial intelligence (AI).
These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock.
As a result, our stockholders may be limited in their ability to obtain HHH 2025 FORM 10-K | 23 RISK FACTORS Table of Contents Index to Financial Statements a premium for their shares. These provisions could limit the price that investors might be willing to pay in the future for shares of our common stock. Item 1B.
In connection with the spinoff, we entered into several agreements with Seaport Entertainment that, among other things, provide a framework for the Company’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.
In connection with the Purchase Agreement, we also entered into several other agreements with Pershing Square, including a Services Agreement and a Shareholder Agreement.
Removed
This exposes us to additional risks of collection in the event of a bankruptcy, insolvency, or a HHH 2024 FORM 10-K | 15 RISK FACTORS Table of Contents Index to Financial Statements purchaser default.
Added
William Ackman, the Chief Executive Officer of Pershing Square, is the Executive Chairman of our board of directors. Additionally, Mr. Ryan Israel, the Chief Investment Officer of Pershing Square, is our Chief Investment Officer and a member of our board of directors, and Mr. Ben Hakim, the President of Pershing Square, is a member of our board of directors.
Removed
Pershing Square has submitted the Pershing Square Proposals, which may be a distraction to our board of directors, management, and employees and could have a material adverse impact on our business and operations.
Added
On May 5, 2025, HHH entered into a Share Purchase Agreement (Purchase Agreement), by and between HHH and Pershing Square Holdco, L.P. (PS Holdco), pursuant to which HHH sold to PS Holdco 9,000,000 newly issued shares of the Company’s common stock for an aggregate purchase price of $900 million.
Removed
In August 2024, Pershing Square announced its intent to evaluate the possibility of various potential alternatives with respect to its investment in the Company, including a possible transaction in which it (either alone or together with one or more potential co-investors) might acquire all or substantially all of the shares of common stock in the Company not owned by Pershing Square and its affiliates, and in connection therewith take the Company private.
Added
Pursuant to the terms of the Services Agreement, Pershing Square will support the Company’s new diversified holding company strategy by providing services to the Company, such as (i) investment advisory services, (ii) making recommendations with respect to hedging, balance sheet optimization, and capital allocation, (iii) executing transactions, (iv) assisting the Company with business and corporate development functions, (v) making voting recommendations for the Company’s investments, (vi) assisting with and advising on fundraising, (vii) monitoring operations of the Company and its investments, subject to the day-to-day authority and responsibility of management of the Company, (viii) providing recommendations for persons to serve as designees or deputies of the Chief Investment Officer, (ix) engaging and supervising third-party service providers, (x) making dividend payment recommendations, and (xi) providing other services as may be agreed upon.
Removed
Following Pershing Square’s August 2024 announcement, our board of directors formed a Special Committee, composed of independent directors to review any proposal by Pershing Square.
Added
The Services Agreement has an initial ten-year term and will have successive renewal terms of ten years.
Removed
Following the August 2024 announcement, Pershing Square has engaged in additional communications with the Special Committee, including, as previously disclosed, submitting on January 13, 2025, a proposal (the January 13 Pershing Square Proposal) pursuant to which Pershing Square would acquire additional shares of the Company’s common stock in a merger transaction between the Company and a newly formed merger subsidiary of Pershing Square Holdco, L.P., upon the consummation of which Pershing Square would own a majority of the Company’s common stock.
Added
The Company pays Pershing Square a quarterly base advisory fee of $3.75 million and a quarterly variable advisory fee equal to 0.375% of the excess value of the quarter-end stock price of the Company’s common stock minus HHH 2025 FORM 10-K | 15 RISK FACTORS Table of Contents Index to Financial Statements the reference price of $66.15, multiplied by existing share count as of the transaction date, which will not increase with the issuance of new shares of common stock.
Removed
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 the Company $900 million of the Company’s Common Stock for $90 per share. Pershing Square currently beneficially owns approximately 37.4% of the Company's common stock.
Added
Among other things, the Shareholder Agreement provides that, at any 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).
Removed
Should the transaction contemplated by the February 18 Pershing Square Proposal be consummated, Pershing Square’s beneficial ownership would increase to 48.0%.
Added
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.
Removed
There can be no assurance that the Company 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.
Added
Our recent shift in business strategy, including the planned acquisition of Vantage, will create additional and different risks than those we face in our existing real estate business.
Removed
The Special Committee is currently evaluating these matters to determine the appropriate course of action and process. HHH 2024 FORM 10-K | 17 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.
Added
Since the announcement of our transaction with Pershing Square in May 2025, we have been executing on our strategy to become a diversified holding company, including by entering into the Purchase and Sale Agreement with Vantage on December 17, 2025, pursuant to which the Company will acquire Vantage for a purchase price of $2.1 billion (subject to certain adjustments).
Removed
Management and employee distraction related to Pershing Square’s unsolicited interest also may adversely impact our ability to optimally conduct our business and pursue our strategic objectives.
Added
As part of this strategy, we expect to acquire controlling stakes in high-quality, durable growth public and private operating companies while continuing to invest in and grow our core real estate development and Master Planned Communities business.
Removed
Responding to the Pershing Square Proposals, and any further proposals or activities that may follow from it, will require attention from our board of directors, management and employees, and has required, and may continue to require, us to incur additional expenses and costs.
Added
In embarking on this changed strategy, we are subject to risks such as being unable to identify and consummate transactions (including the Vantage Transaction) 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 our existing real estate business.
Removed
These agreements, as well as the separation and distribution evidencing the spinoff, determine the allocation of assets and liabilities between us and Seaport Entertainment following the spinoff and include various related terms and conditions, including indemnifications related to liabilities and obligations. We will rely on Seaport Entertainment to satisfy its performance and payment obligations under these agreements.
Added
Sources of risk arising from these types of transactions include financial, accounting, tax, and regulatory challenges; difficulties with integration, business retention, execution of strategy, unforeseen liabilities or market conditions; and other managerial or operating risks and challenges.
Removed
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.
Added
Any future transactions could also subject us to risks such as failure to obtain appropriate value, post-closing claims being levied against us, and disruption to our other businesses during the negotiation or execution process or thereafter.
Removed
HHH 2024 FORM 10-K | 22 RISK FACTORS Table of Contents Index to Financial Statements Water and electricity shortages could have an adverse effect on our business, financial condition, and results of operations.
Added
Risk-mitigating provisions that we put in place in the course of negotiating and executing these transactions, such as due diligence efforts and indemnification provisions, may not be sufficient to fully address these risks and contingencies.
Removed
Ackman (together, Pershing Square) such that Pershing Square may increase its position in our common stock up to 40% of the outstanding shares without being subject to Section 203’s restrictions on business combinations.
Added
We may be unable to realize the anticipated benefits of the transactions with Pershing Square, the Vantage Transaction, and/or our new strategy, which could 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.
Added
We may be unable to develop and expand our properties without sufficient capital or financing.
Added
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.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

2 edited+1 added−2 removed11 unchanged
Biggest changeFurthermore, the 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. HHH 2024 FORM 10-K | 25 PROPERTIES Table of Contents Index to Financial Statements
Biggest changeManagement provides updates to the Audit Committee on a quarterly basis. When appropriate, the Audit Committee will inform the Board of Directors on important matters. Furthermore, the 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.
The Board of Directors’ Technology 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 Board of Directors’ 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 Audit Committee also oversees cybersecurity and digital strategy and other innovation-related matters that relate to or affect the Company’s internal control systems.
Removed
The Technology Committee also oversees cybersecurity and digital strategy and, whenever necessary, will communicate with, or advise management to consult with, the 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.
Added
HHH 2025 FORM 10-K | 24 PROPERTIES Table of Contents Index to Financial Statements
Removed
Management will provide updates to the Technology 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 Committee will inform the Board of Directors on important matters.

Item 2. Properties

Properties — owned and leased real estate

23 edited+5 added−6 removed3 unchanged
Biggest changeThe following table summarizes certain metrics of our office assets within our Operating Assets segment as of December 31, 2024: 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 79% $3,682 $29.35 $5,406 $43.09 2013 Two Hughes Landing 200,255 86% 4,332 27.02 6,583 41.06 2014 Three Hughes Landing 325,810 99% 7,543 24.43 10,927 35.40 2016 1725 Hughes Landing Boulevard 340,611 55% 2,818 19.81 4,315 30.34 2015 1735 Hughes Landing Boulevard 319,456 100% 8,365 26.18 12,204 38.20 2015 2201 Lake Woodlands Drive 22,259 100% 482 21.67 940 42.24 2011 Lakefront North 258,058 98% 7,194 28.49 11,606 45.96 2018 8770 New Trails (c) 180,000 100% — — — — 2020 9303 New Trails 98,283 53% 886 17.56 1,578 31.27 2011 3831 Technology Forest Drive 106,104 100% 2,491 23.48 3,928 37.02 2014 The Woodlands Towers at The Waterway 1,395,599 100% 43,588 31.70 65,040 47.31 2019 Waterway Plaza II 141,763 55% 1,678 24.76 2,446 36.09 2024 3 Waterway Square 227,617 91% 5,496 26.65 8,313 40.30 2013 4 Waterway Square 217,952 90% 5,488 28.09 8,560 43.81 2011 1400 Woodloch Forest 94,931 85% 2,577 32.12 2,764 34.45 2011 4,129,966 Columbia Columbia Office Properties 67,066 72% 1,329 27.61 1,528 31.74 2004 / 2007 10285 Lakefront Medical Office 85,380 48% 208 41.50 241 48.21 2024 One Mall North 99,806 48% 1,493 31.36 1,653 34.72 2016 One Merriweather 209,959 94% 7,813 39.47 8,150 41.17 2017 Two Merriweather 124,639 92% 3,970 37.89 4,109 39.23 2017 6100 Merriweather 326,237 98% 8,702 38.50 8,981 39.73 2019 Merriweather Row 925,584 74% 17,115 27.21 17,753 28.23 2012 / 2014 1,838,671 Summerlin Aristocrat (c) 181,534 100% — — — — 2018 Meridian (d) 147,602 17% — — — — 2024 1700 Pavilion 265,898 92% 8,934 37.29 9,090 37.95 2022 One Summerlin 207,292 90% 8,234 44.79 8,704 47.34 2015 Two Summerlin 147,139 100% 5,119 37.36 5,632 41.10 2018 949,465 Total 6,918,102 (a) Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property for December 31, 2024, multiplied by 12.
Biggest changeThe following table summarizes certain metrics of our office assets within our Operating Assets segment as of December 31, 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 78% $2,524 $16.99 $3,681 $24.78 2013 Two Hughes Landing 200,255 61% 2,799 23.36 4,324 36.09 2014 Three Hughes Landing 325,810 98% 9,049 28.48 13,626 42.88 2016 1725 Hughes Landing Boulevard 340,611 69% 3,430 16.40 4,885 23.35 2015 1735 Hughes Landing Boulevard 319,456 95% 8,071 26.71 11,996 39.70 2015 2201 Lake Woodlands Drive (c) 22,259 —% — — — — 2011 Lakefront North 258,058 100% 7,425 28.77 11,881 46.04 2018 8770 New Trails (c) 180,000 100% — — — — 2020 9303 New Trails 98,283 51% 1,102 21.98 1,767 35.25 2011 3831 Technology Forest Drive 106,104 93% 1,960 19.94 3,092 31.46 2014 The Woodlands Towers at The Waterway 1,395,599 100% 45,024 32.43 69,213 49.85 2019 3 Waterway Square 227,617 91% 3,200 15.51 4,872 23.62 2013 4 Waterway Square 217,952 90% 804 4.73 1,242 7.32 2011 6 Waterway (d) 141,763 82% 1,887 23.29 2,757 34.01 2024 1400 Woodloch Forest 94,931 85% 2,636 32.85 2,846 35.48 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% 1,302 27.05 1,517 31.51 2004 / 2007 10285 Lakefront Medical Office 85,380 50% 1,063 24.77 1,469 34.21 2024 One Mall North 99,806 37% 1,190 31.81 1,329 35.52 2016 One Merriweather 209,950 94% 8,151 41.18 8,656 43.73 2017 Two Merriweather 124,639 96% 4,496 42.54 4,649 43.98 2017 6100 Merriweather 326,237 98% 11,809 40.56 12,176 41.82 2019 Merriweather Row 925,584 74% 18,890 28.81 19,670 30.00 2012 / 2014 1,838,662 Summerlin Aristocrat (c) 181,534 100% — — — — 2018 Meridian 147,602 46% 877 34.20 877 34.20 2024 1700 Pavilion 265,898 94% 11,654 47.57 12,137 49.54 2022 One Summerlin 207,292 85% 7,794 44.74 8,187 47.00 2015 Two Summerlin 147,139 100% 5,984 40.67 6,472 43.98 2018 949,465 Total 6,967,595 (a) Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property at December 31, 2025, multiplied by 12.
Management’s Discussion and Analysis of Financial Condition and 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.
Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 4 - 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.
Management’s Discussion and Analysis of Financial Condition and 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 .
Management’s Discussion and Analysis of Financial Condition and Results of Operations and Note 4 - Investments in Unconsolidated Ventures in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for further details .
HHH 2024 FORM 10-K | 29 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: Total Gross Approx. No.
HHH 2025 FORM 10-K | 28 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, 2025: Total Gross Approx. No.
HHH 2024 FORM 10-K | 30 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.
HHH 2025 FORM 10-K | 29 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.
OPERATING ASSETS In our Operating Assets segment, we own a variety of asset types including approximately 9.2 million square feet of retail and office properties, 5,587 wholly and partially owned multifamily units, and wholly and partially owned other properties and investments.
OPERATING ASSETS In our Operating Assets segment, we own a variety of asset types including approximately 9.3 million square feet of retail and office properties, 5,855 wholly and partially owned multifamily units, and wholly and partially owned other properties and investments.
(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.
(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.
HHH 2024 FORM 10-K | 27 PROPERTIES Table of Contents Index 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 N/A 2019 Houston Ground Leases 100% Ground lease N/A N/A Various Stewart Title of Montgomery County, TX 50% Title Company N/A 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 N/A 2017 Summerlin Hospital Medical Center 5% Hospital N/A N/A 1997 Ward Village Kewalo Basin Harbor 100% Marina 55 acres N/A 2019 Other Columbia Ground Leases 100% Ground lease N/A 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.
HHH 2025 FORM 10-K | 26 PROPERTIES Table of Contents Index to Financial Statements The following tables summarize certain metrics of our multifamily Operating Assets as of December 31, 2025: 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 — 92% $1,845 $1.88 2018 Creekside Park The Grove 100% 360 — 94% 1,789 1.82 2021 One Lakes Edge 100% 390 22,971 94% 2,478 2.51 2015 Two Lakes Edge 100% 386 11,415 94% 2,843 2.85 2020 Millennium Six Pines 100% 314 — 90% 2,015 2.10 2016 Millennium Waterway 100% 393 — 92% 1,838 2.04 2012 The Lane at Waterway 100% 163 — 90% 2,620 2.38 2020 1 Riva Row 100% 268 — 28% 4,298 3.75 2025 Bridgeland Lakeside Row 100% 312 — 92% 1,909 1.94 2019 Starling at Bridgeland 100% 358 — 91% 1,980 2.03 2022 Wingspan 100% 263 — 89% 2,542 2.03 2023 Columbia Juniper 100% 382 55,677 96% 2,526 2.83 2020 Marlow 100% 472 32,607 87% 2,414 3.09 2022 The Metropolitan 50% 380 13,591 96% 2,382 2.52 2015 TEN.m.flats 50% 437 28,026 97% 2,439 2.75 2018 Summerlin Constellation 100% 124 — 95% 2,562 2.29 2017 Tanager 100% 267 — 100% 2,468 2.54 2019 Tanager Echo 100% 294 — 96% 2,662 3.04 2023 Total 5,855 164,287 The following tables summarize certain metrics of our other Operating Assets as of December 31, 2025: Other Assets Ownership % Asset Type Size % Leased Year Built / Acquired / Redeveloped The Woodlands Hughes Landing Daycare 100% Other N/A N/A 2019 Houston Ground Leases 100% Ground lease N/A N/A Various Stewart Title of Montgomery County, TX 50% Title Company N/A N/A — The Woodlands Warehouse 100% Warehouse 125,801 sq ft 100% 2019 Woodlands Sarofim 20% Industrial N/A N/A late 1980s Summerlin Hockey Ground Lease 100% Ground lease N/A N/A 2017 Summerlin Hospital Medical Center 5% Hospital N/A N/A 1997 Ward Village Kewalo Basin Harbor 100% Marina 55 acres N/A 2019 Other Columbia Ground Leases 100% Ground lease N/A 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.
(b) As of December 31, 2024, total estimated cost remaining to be spent on these properties was $1.4 billion, of which $229.1 million is expected to be funded by HHH with the remaining cost to be funded with existing construction loans and condominium buyer deposits.
(b) As of December 31, 2025, total estimated cost remaining to be spent on these properties was $857.9 million, of which $180.9 million is expected to be funded by HHH with the remaining cost to be funded with existing construction loans and condominium buyer deposits.
The following table summarizes our Strategic Developments projects under construction as of December 31, 2024: $ 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 The Woodlands Grogan’s Mill Retail Retail The Woodlands, TX 38,378 sq ft 8,583 Q2 2025 2028 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 N/A The Park Ward Village Condominium Honolulu, HI 545 units / 26,800 sq ft 613,807 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 386,405 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 484,238 Completed N/A Victoria Place Condominium Honolulu, HI 349 units 536,155 Completed N/A Waiea Condominium Honolulu, HI 177 units / 7,716 sq ft 542,717 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.
The following table summarizes our Strategic Developments projects under construction as of December 31, 2025: $ in thousands Asset Type Location Size (a) Total Estimated Cost (b) Estimated Completion Estimated Stabilization Date Strategic Developments Under Construction Bridgeland Memorial Hermann Medical Office Office Cypress, TX 50,895 sq ft $23,661 Q2 2026 2029 The Woodlands 7 Waterway (c) Office The Woodlands, TX 186,369 sq ft 39,181 Q2 2026 2029 Condominiums Under Construction Kalae Condominium Honolulu, HI 329 units / 2,000 sq ft 623,745 2028 N/A The Park Ward Village Condominium Honolulu, HI 545 units / 26,800 sq ft 613,807 Q2 2026 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 390,138 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 481,302 Completed N/A Ulana Ward Village (d) Condominium Honolulu, HI 696 units / 32,100 sq ft 402,914 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.
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 first land sales closed in the first quarter of 2024. See Item 7.
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. In late 2025, the Company welcomed the first residents and celebrated the grand opening of the community. See Item 7.
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. (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.
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. HHH 2025 FORM 10-K | 25 PROPERTIES Table of Contents Index to Financial Statements (b) Effective Annual Rent includes base minimum rent and common area maintenance recovery revenue.
HHH 2024 FORM 10-K | 31 PROPERTIES Table of Contents Index to Financial Statements The following table summarizes future Strategic Developments projects as of December 31, 2024: 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 Ward Village The Launiu (c) Honolulu, HI 485 units / 10,000 sq ft Other West End Alexandria (d) Alexandria, VA 41 acres Commercial Land Columbia Columbia Commercial Land (e)(f) Columbia, MD 96 acres Merriweather District (e) Columbia, MD 16 acres Ward Village Ward Commercial Land (e) Honolulu, HI 7 acres (a) Represents remaining square footage approved for new mixed-use development in the Lakefront District which will include office, retail, and residential assets.
HHH 2025 FORM 10-K | 30 PROPERTIES Table of Contents Index to Financial Statements The following table summarizes future Strategic Developments projects as of December 31, 2025: Location Size Future Strategic Developments Rights or Pending Construction The Woodlands 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) Columbia, MD 99 acres Merriweather District (e)(f) Columbia, MD 26 acres Ward Village Ward Commercial Land (e) Honolulu, HI 6 acres (a) 2000 Woodlands Parkway was transferred to Strategic Developments in 2023.
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.
The original 555-acre community, which is expected to 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.
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 approximately 245 homes and 32 condominiums, 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.
HHH 2024 FORM 10-K | 26 PROPERTIES Table of Contents Index to Financial Statements The following table summarizes certain metrics of our retail properties within the Operating Assets segment as of December 31, 2024, 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 97% $2,066 $30.33 2019 Hughes Landing Retail 125,721 92% 4,310 37.12 2015 1701 Lake Robbins 12,376 100% 542 43.77 2014 20/25 Waterway Avenue 51,543 87% 1,696 37.65 2011 Waterway Square Retail 21,513 100% 863 40.22 2011 284,129 Bridgeland Village Green at Bridgeland Central (b) 27,908 73% — — 2024 Columbia Color Burst Park Retail 12,410 100% 576 46.38 2020 Rouse Building 89,199 100% 2,930 32.84 2014 101,609 Summerlin Downtown Summerlin (c) 803,170 99% 25,373 38.43 2014 / 2015 Summerlin Grocery Anchored Center (b) 67,000 77% — — 2024 870,170 Ward Village Ward Village Retail - Pending Redevelopment 357,376 92% 8,105 24.71 2002 Ward Village Retail - New or Renovated 500,015 92% 20,531 44.89 2012 - 2023 857,391 Total 2,141,207 (a) Annualized Base Rent is calculated as the monthly Base Minimum Rent for the property for December 31, 2024, multiplied by 12.
The following table 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.
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 26,000 1,400 1,075 $580 $763 2033 2046 87% Summerlin Las Vegas, NV 22,500 130,000 2,443 473 1,633 1,404 2043 2039 82% Teravalis Phoenix, AZ 33,810 — 15,804 10,531 791 206 2086 2086 76% The Woodlands (d) The Woodlands, TX 28,545 124,800 34 728 N/A 981 2027 2034 97% The Woodlands Hills Conroe, TX 2,055 3,230 681 173 356 523 2032 2032 90% Total 98,416 284,030 20,362 12,980 Floreo (e) Phoenix, AZ 3,029 — 715 571 777 180 2033 2036 42% (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.
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 29,000 1,234 1,093 $662 $767 2032 2046 89% Summerlin Las Vegas, NV 22,500 132,000 1,978 494 1,719 1,378 2043 2039 81% Teravalis Phoenix, AZ 33,810 — 15,908 10,531 832 206 2086 2086 81% The Woodlands (d) The Woodlands, TX 28,545 124,800 64 685 N/A 1,020 2031 2034 96% The Woodlands Hills Conroe, TX 2,055 3,793 624 181 391 511 2035 2032 87% Total 98,416 289,593 19,808 12,984 Floreo (e) Phoenix, AZ 3,029 35 1,061 116 836 335 2038 2032 52% (a) Encompasses 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).
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%.
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.
(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.
(b) Residential and commercial pricing represents the Company's estimate of price per acre that will be achieved in 2026 per its land models. (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.
Therefore, the Annualized Base Rent and Effective Annual Rent details are not yet applicable. (c) Excludes 381,767 square feet of anchors and 39,700 square feet of additional office space above our retail space.
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.
(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. (d) Meridian was placed in service during 2024, and no tenants have taken occupancy as of December 31, 2024.
Effective Annual Rent Per Square Foot is the Effective Annual Rent divided by the average occupied square feet. (c) These properties are 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.
HHH 2024 FORM 10-K | 28 PROPERTIES Table of Contents Index to Financial Statements The following table summarizes our Operating Assets segment lease expirations: $ in thousands 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 111 539,939 22,812 5.8 % 2027 98 950,314 40,102 10.1 % 2028 84 560,674 27,205 6.9 % 2029 84 811,493 40,992 10.4 % 2030 70 858,520 43,529 11.0 % 2031 39 433,450 23,112 5.9 % 2032 33 1,210,763 63,775 16.1 % 2033 32 575,186 29,303 7.4 % 2034 35 429,427 22,245 5.6 % 2035+ 71 1,193,292 58,198 14.7 % Total 787 8,092,493 $ 395,201 100.0 % (a) Excludes leases with an initial term of 12 months or less.
HHH 2025 FORM 10-K | 27 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 2026 106 426,562 $ 17,332 4.2 % 2027 124 1,017,147 43,550 10.7 % 2028 93 578,094 28,422 6.9 % 2029 92 834,163 42,334 10.4 % 2030 87 918,064 47,772 11.7 % 2031 58 543,220 27,574 6.7 % 2032 44 1,292,975 68,058 16.7 % 2033 43 709,240 36,225 8.9 % 2034 31 411,409 21,250 5.2 % 2035 51 559,942 23,664 5.8 % 2036+ 60 887,940 52,289 12.8 % Total 789 8,178,756 $ 408,470 100.0 % (a) Excludes leases with an initial term of 12 months or less.
(b) 2000 Woodlands Parkway was transferred to Strategic Developments in the fourth quarter of 2023 and is currently pending redevelopment. (c) We have launched presales for our next condominium tower, The Launiu and as of December 31, 2024, we have entered into contracts for 283 units, representing 58.4% of total units. Construction is expected to begin in 2025.
(c) As of December 31, 2025, we have entered into contracts for 346 units at The Launiu, representing 71% of total units. Construction is expected to begin in early 2026. (d) Represents acreage owned through a joint venture.
Removed
Therefore, the Annualized Base Rent and Effective Annual Rent details are not yet applicable for this property.
Added
(d) In 2025, this property was rebranded to 6 Waterway (formerly Waterway Plaza II).
Removed
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. (b) These properties were placed in service during the fourth quarter of 2024, and no tenants have taken occupancy as of December 31, 2024.
Added
(c) The Company acquired this office property in the second quarter of 2025 for $16.3 million, and commenced a redevelopment project in the third quarter of 2025. Total estimated cost for 7 Waterway is inclusive of acquisition, closing, redevelopment, and tenant lease-up costs. (d) The Company completed construction at Ulana in November 2025.
Removed
(b) Residential and commercial pricing represents the Company's estimate of price per acre that will be achieved in 2025 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.
Added
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.
Removed
(c) The Grogan’s Mill Library and Community Center 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.
Added
The Company expects to execute a new lease in 2026, and transfer the property back to Operating Assets. (b) We launched pre-sales for these condominiums in June 2025, and as of December 31, 2025 we have entered into contracts for 51% of the total units at ‘Ilima and 65% of the total units at Melia.
Removed
As such, a stabilization date is not applicable to this development project.
Added
(f) Includes acreage from the Lakefront District development that is now considered a part of Merriweather District following rebranding efforts for the area. HHH 2025 FORM 10-K | 31 OTHER INFORMATION Table of Contents Index to Financial Statements
Removed
(f) Columbia residential land development is complete and the sale of remaining land or development of additional commercial assets will occur as the market dictates. HHH 2024 FORM 10-K | 32 OTHER INFORMATION Table of Contents Index to Financial Statements

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeAs of December 31, 2024, 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.
Biggest changeAs of December 31, 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.
See Note 12 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for further discussion.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeHHH 2024 FORM 10-K | 34 OTHER INFORMATION Table of Contents Index to Financial Statements PURCHASES OF EQUITY SECURITIES BY THE ISSUER The following sets forth information with respect to the equity compensation plans available to employees and directors of the Company at December 31, 2024: Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (1) (b) Weighted-average exercise price of outstanding options, warrants, and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) Equity compensation plans approved by security holders (2) 91,402 $ 91.90 598,842 Equity compensation plans not approved by security holders — — — Total 91,402 $ 91.90 598,842 (1) The amounts shown in columns (a) of the above table do not include 371,955 outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s 2020 Equity Incentive Plan as further described in Note 12 - Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.
Biggest changeHHH 2025 FORM 10-K | 33 OTHER INFORMATION Table of Contents Index to Financial Statements EQUITY COMPENSATION PLAN INFORMATION The following sets forth information with respect to the equity compensation plans available to employees and directors of the Company as of December 31, 2025: Plan Category (a) Number of securities to be issued upon exercise of outstanding options, warrants, and rights (b) Weighted-average exercise price of outstanding options, warrants, and rights (c) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a) Equity compensation plans approved by security holders 68,240 $ 82.62 1,939,450 Equity compensation plans not approved by security holders — — — Total 68,240 $ 82.62 1,939,450 The amounts shown in the above table do not include 499,475 outstanding Common Shares (all of which are restricted and subject to vesting requirements) that were granted under the Company’s 2025 Equity Incentive Plan and its predecessor, the 2020 Equity Incentive Plan as further described in Note 13 - Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.
For additional information, see Note 12 - Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report. (b) In March 2022, the Board authorized a share repurchase program pursuant to which the Company may, from time to time, purchase up to $250.0 million of its common stock through open-market transactions.
For additional information, see Note 13 - Stock-Based Compensation Plans in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report. (b) In March 2022, the Board authorized a share repurchase program pursuant to which the Company may, from time to time, purchase up to $250.0 million of its common stock through open-market transactions.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities MARKET INFORMATION Our common stock is traded on the New York Stock Exchange (the NYSE) under the ticker symbol “HHH”. No dividends have been declared or paid in 2024 or 2023.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities MARKET INFORMATION Our common stock is traded on the New York Stock Exchange (the NYSE) under the ticker symbol “HHH”. No dividends have been declared or paid in 2025 or 2024.
The graph tracks the performance of a $100 investment in our common stock and in each of the indexes during the last five fiscal years ended December 31, 2024. The graph was prepared based on the assumption that dividends have been reinvested subsequent to the initial investment.
The graph tracks the performance of a $100 investment in our common stock and in each of the indexes during the last five fiscal years ended December 31, 2025. The graph was prepared based on the assumption that dividends have been reinvested subsequent to the initial investment.
The following sets forth information with respect to repurchases made by the Company of its shares of common stock during the fourth quarter of 2024: Period Total number of shares purchased (a) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (b) October 1 - 31, 2024 — $ — — $ 15,009,600 November 1 - 30, 2024 1,853 $ 86.74 — $ 15,009,600 December 1 - 31, 2024 18,679 $ 76.93 — $ 15,009,600 Total 20,532 $ 77.82 — (a) During the fourth quarter of 2024, all 20,532 shares repurchased related to stock received by the Company for the payment of withholding taxes due on employee share issuances under share-based compensation plans.
PURCHASES OF EQUITY SECURITIES BY THE ISSUER The following sets forth information with respect to repurchases made by the Company of its shares of common stock during the fourth quarter of 2025: Period Total number of shares purchased (a) Average price paid per share Total number of shares purchased as part of publicly announced plans or programs Approximate dollar value of shares that may yet be purchased under the plans or programs (b) October 1 - 31, 2025 1,256 $ 85.31 — $ 15,009,600 November 1 - 30, 2025 1,037 $ 89.51 — $ 15,009,600 December 1 - 31, 2025 16,828 $ 79.78 — $ 15,009,600 Total 19,121 $ 80.67 — (a) During the fourth quarter of 2025, all 19,121 shares repurchased related to stock received by the Company for the payment of withholding taxes due on employee share issuances under share-based compensation plans.
NUMBER OF HOLDERS OF RECORD As of February 19, 2025, there were 1,058 stockholders of record of our common stock.
NUMBER OF HOLDERS OF RECORD As of February 12, 2026, there were 974 stockholders of record of our common stock.
Removed
(2) Reflects stock option grants under the Company’s 2020 Equity Incentive Plan and the 2010 Incentive Plan. Following adoption of the 2020 Equity Incentive Plan by our stockholders, grants are no longer made under the 2010 Incentive Plan.
Removed
During 2022, the Company repurchased $235.0 million of its common stock.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeHHH 2024 FORM 10-K | 39 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Table of Contents Index to Financial Statements 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 Rental revenue $ 421,641 $ 383,238 $ 38,403 Other land, rental, and property revenues 22,659 27,016 (4,357) Total revenues 444,300 410,254 34,046 Operating costs (138,172) (130,125) (8,047) Rental property real estate taxes (55,915) (52,502) (3,413) (Provision for) recovery of doubtful accounts (504) 2,762 (3,266) Total operating expenses (194,591) (179,865) (14,726) Segment operating income (loss) 249,709 230,389 19,320 Depreciation and amortization (169,040) (161,138) (7,902) Interest income (expense), net (138,207) (125,197) (13,010) Other income (loss), net 822 2,092 (1,270) Equity in earnings (losses) from unconsolidated ventures 5,819 2,968 2,851 Gain (loss) on sale or disposal of real estate and other assets, net 22,907 23,926 (1,019) Gain (loss) on extinguishment of debt (465) (97) (368) Segment EBT $ (28,455) $ (27,057) $ (1,398) Operating Assets segment EBT decreased $1.4 million compared to the prior-year period primarily due to the following: – Interest expense increased $13.0 million primarily due to increased borrowings on construction loans secured by our operating assets as well as an increase related to the change in fair value of certain derivative instruments. – Depreciation and amortization increased $7.9 million primarily related to new assets placed in service. – Rental property real estate taxes increased $3.4 million primarily due to new assets placed in service. – 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.
Biggest changeHHH 2025 FORM 10-K | 38 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Table of Contents Index to Financial Statements 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 except percentages 2025 2024 $ Change % Change Rental revenue $ 441,413 $ 421,641 $ 19,772 5 % Other land, rental, and property revenues 24,155 22,659 1,496 7 % Total revenues 465,568 444,300 21,268 5 % Operating costs (145,464) (138,172) (7,292) (5) % Rental property real estate taxes (58,577) (55,915) (2,662) (5) % (Provision for) recovery of doubtful accounts (232) (504) 272 54 % Total operating expenses (204,273) (194,591) (9,682) (5) % Segment operating income (loss) 261,295 249,709 11,586 5 % Depreciation and amortization (172,835) (169,040) (3,795) (2) % Interest income (expense), net (136,637) (138,207) 1,570 1 % Other income (loss), net 2,266 822 1,444 176 % Equity in earnings (losses) from unconsolidated ventures 4,829 5,819 (990) (17) % Gain (loss) on sale or disposal of real estate and other assets, net 14,354 22,907 (8,553) (37) % Gain (loss) on extinguishment of debt (698) (465) (233) (50) % Segment EBT $ (27,426) $ (28,455) $ 1,029 4 % Operating Assets segment EBT increased $1.0 million compared to the prior year primarily due to the following: – Rental revenues, net of Operating costs increased $12.5 million primarily due to increased leasing activity across our portfolio.
Other than our condominium properties, most of the properties and projects in our Strategic Developments segment do not generate revenues, and the cash flows and earnings may vary. Condominium deposits received from contracted units offset by other various cash uses related to condominium development and sales activities are a substantial portion of our operating activities in 2024.
Other than our condominium properties, most of the properties and projects in our Strategic Developments segment do not generate revenues, and the cash flows and earnings may vary. Condominium deposits received from contracted units offset by other various cash uses related to condominium development and sales activities are a substantial portion of our operating activities.
These factors and others not currently known to us could cause our financial results in 2024 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.
These factors and others not currently known to us could cause our financial results in 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.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS Please 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 for additional information about new accounting pronouncements. HHH 2024 FORM 10-K | 55 MARKET RISK QUANTITATIVE AND QUALITATIVE DISCLOSURES Table of Contents Index to Financial Statements
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS AND DEVELOPMENTS Please 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 for additional information about new accounting pronouncements. HHH 2025 FORM 10-K | 55 MARKET RISK QUANTITATIVE AND QUALITATIVE DISCLOSURES Table of Contents Index to Financial Statements
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, the Company owned a 50% interest in Floreo.
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, 2025, the Company owned a 50% interest in Floreo.
Discussion of 2022 and year-to-year comparisons between 2023 and 2022 that are not included in this Annual Report can be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023.
Discussion of 2023 and year-to-year comparisons between 2024 and 2023 that are not included in this Annual Report can be found in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
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 in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information related to the Company’s collateral maintenance obligation.
All of this indebtedness is without recourse to the Company, with the exception of the collateral maintenance obligation for Floreo. See Note 12 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information related to the Company’s collateral maintenance obligation.
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 and 2023 items and year-to-year comparisons between 2024 and 2023.
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 2025 and 2024 items and year-to-year comparisons between 2025 and 2024.
The remaining cost related to substantially completed projects primarily represent costs associated with the completion of common areas at our completed condominium towers and budgeted tenant allowances necessary to bring our completed operating assets to stabilized occupancy.
The remaining cost related to substantially completed projects typically represent costs associated with the completion of common areas at our completed condominium towers and budgeted tenant allowances necessary to bring our completed operating assets to stabilized occupancy.
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.
Refer to Note 4 - 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.
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 and 2023.
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, 2025 and 2024.
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.
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.
MPC Net Contribution is defined as MPC segment EBT, plus MPC cost of sales, Depreciation and amortization, and net collections from MUD and SID bonds receivables, reduced by MPC development expenditures, land acquisitions, and Equity in earnings from unconsolidated ventures, net of distributions.
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.
HHH 2024 FORM 10-K | 47 MANAGEMENT’S DISCUSSION AND 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. These properties will be transferred to the Operating Assets segment upon completion of construction, unless otherwise noted below.
HHH 2025 FORM 10-K | 46 MANAGEMENT’S DISCUSSION AND 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, 2025. These properties will be transferred to the Operating Assets segment upon completion of construction, unless otherwise noted below.
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.
For additional information on income taxes, see Note 14 - Income Taxes in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report.
HHH 2024 FORM 10-K | 50 MANAGEMENT’S DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Table of Contents Index to Financial Statements LIQUIDITY AND CAPITAL RESOURCES We continue to maintain a strong balance sheet and ensure we maintain the financial flexibility and liquidity necessary to fund future growth.
HHH 2025 FORM 10-K | 50 MANAGEMENT’S DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Table of Contents Index to Financial Statements LIQUIDITY AND CAPITAL RESOURCES We continue to maintain a strong balance sheet and endeavor to ensure we maintain the financial flexibility and liquidity necessary to fund future growth.
Master Planned Communities Land Sales The following table presents the detail of MPC land sales recognized for the years ended December 31, 2024 and 2023.
Master Planned Communities Land Sales The following table presents the detail of MPC land sales recognized for the years ended December 31, 2025 and 2024.
We recognized equity losses of $16.8 million and received cash distributions of $4.9 million in 2024, compared to equity earnings of $24.8 million and cash distributions of $15.1 million in 2023. Floreo Land development is currently underway at Floreo, our joint venture with Trillium Development Holding Company, LLC.
We recognized equity losses of $1.6 million and received no cash distributions in 2025, compared to equity losses of $16.8 million and cash distributions of $4.9 million in 2024. Floreo Land development is currently underway at Floreo, our joint venture with Trillium Development Holding Company, LLC.
Operating cash continued to be utilized in 2024 to fund ongoing development expenditures in our Strategic Developments and MPC segments, consistent with prior years. The cash flows and earnings from the MPC business may fluctuate more than from our operating assets because the MPC business generates revenues from land sales rather than recurring contractual revenues from operating leases.
Operating cash is utilized to fund ongoing development expenditures in our Strategic Developments and MPC segments. The cash flows and earnings from the MPC business may fluctuate more than from our operating assets because the MPC business generates revenues from land sales rather than recurring contractual revenues from operating leases.
As of December 31, 2024, we had $596.1 million of cash and cash equivalents, $317.0 million of undrawn capacity on our Secured Bridgeland Notes, and $1.2 billion of undrawn lender commitments available to be drawn for property development, subject to certain restrictions.
As of December 31, 2025, we had $1.5 billion of cash and cash equivalents, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, and $686.6 million of undrawn lender commitments available to be drawn for property development, subject to certain restrictions.
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.
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.
Short- and Long-Term Liquidity Short-Term Liquidity In the next 12 months, we expect our primary sources of cash to include cash flow from MPC land sales and condominium closings, cash generated from our operating assets, first mortgage financings secured by our assets, and deposits from condominium sales (which are restricted to funding construction of the related developments).
From our real estate operations, we expect our primary sources of cash to include cash flow from MPC land sales and condominium closings, cash generated from our operating assets, first mortgage financings secured by our assets, and deposits from condominium sales (which are restricted to funding construction of the related developments).
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.
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.
Cash Flows Year Ended December 31, thousands 2024 2023 Cash provided by (used in) operating activities of continuing operations $ 447,751 $ (215,154) Cash provided by (used in) investing activities of continuing operations (430,705) (345,665) Cash provided by (used in) financing activities of continuing operations (27,754) 537,809 Net cash provided by (used in) discontinued operations (43,846) (22,870) Operating Activities Each segment’s relative contribution to our cash flows from operating activities will likely vary significantly from year to year given the changing nature of our development focus.
Cash Flows Year Ended December 31, thousands 2025 2024 Cash provided by (used in) operating activities of continuing operations $ 462,370 $ 447,751 Cash provided by (used in) investing activities of continuing operations (219,066) (430,705) Cash provided by (used in) financing activities of continuing operations 855,351 (27,754) Net cash provided by (used in) discontinued operations — (43,846) Operating Activities Each segment’s relative contribution to our cash flows from operating activities will likely vary significantly from year to year given the changing nature of our development focus.
We broke ground on The Park Ward Village in October 2022 and expect to complete construction in 2026. The Park Ward Village will consist of 545 studio, one-, two-, and three-bedroom residences. As of December 31, 2024, we have entered into contracts for 527 units, representing 96.7% of total units.
The Park Ward Village will consist of 545 studio, one-, two-, and three-bedroom residences. As of December 31, 2025, we have entered into contracts for 529 units, representing 97% of total units. We broke ground on Kalae in June 2024, and expect to complete construction in 2028. Kalae will consist of 329 one-, two-, and three-bedroom residences.
Total cost remaining to be paid net of debt and buyer deposits consists of $37.0 million related to substantially completed projects, $125.6 million related to projects with estimated completion dates within the next 12 months, and $74.6 million related to projects with estimated completion dates in 2026 and 2027.
Total cost remaining to be paid net of debt and buyer deposits consists of $56.0 million related to substantially completed projects, $35.5 million related to projects with estimated completion dates within the next 12 months, and $118.7 million related to projects with estimated completion dates in 2027 and 2028.
Refer to Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.
Refer to Note 14 - Income Taxes in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.
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.
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.
MPC land sales are a substantial portion of our cash flows from operating activities and are partially offset by development costs associated with the land sales business and acquisitions of land that is intended to ultimately be developed and sold.
MPC land sales are a substantial portion of our cash flows from operating activities and are partially offset by development costs associated with the land sales business and acquisitions of land that is intended to ultimately be developed and sold. Net cash provided by operating activities of continuing operations was $462.4 million in 2025, and $447.8 million in 2024.
See Note 2 - Discontinued Operations in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information.
Refer to Note 2 - Pershing Square in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on the advisory fee.
HHH 2024 FORM 10-K | 42 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Table of Contents Index to Financial Statements MPC segment EBT increased $7.7 million compared to the prior-year period primarily due to higher superpad land sales and price per acre in Summerlin, partially offset by lower equity earnings, primarily related to The Summit, lower commercial land sales at Bridgeland, and no residential or commercial land sales in The Woodlands.
HHH 2025 FORM 10-K | 41 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Table of Contents Index to Financial Statements MPC segment EBT increased $127.0 million compared to the prior year, primarily due to higher residential land sales at Summerlin and Bridgeland, higher commercial land sales in The Woodlands, and lower equity losses at The Summit.
Bridgeland One Bridgeland Green This will be a 49,501-square-foot office property. Total development costs are expected to be approximately $35.4 million. We began construction in the second quarter of 2024, and anticipate project completion in the second quarter of 2025. We expect this property to reach projected annual stabilized NOI of $1.8 million by 2028.
Bridgeland Memorial Hermann Medical Office This will be a 50,895-square-foot medical office property. Total development costs are expected to be approximately $23.7 million. We began construction in the third quarter of 2025, and anticipate project completion in the second quarter of 2026. We expect this property to reach projected annual stabilized NOI of $1.9 million by 2029.
MPC – MPC EBT totaled income of $349.1 million in 2024, a $7.7 million increase compared to income of $341.4 million in the prior year. – The increase in EBT was primarily due to higher superpad land sales and price per acre in Summerlin, partially offset by lower equity earnings at The Summit, lower commercial land sales in Bridgeland, and lower residential and commercial land sales in The Woodlands.
MPC – MPC EBT totaled income of $476.1 million in 2025, a $127.0 million increase compared to income of $349.1 million in the prior year. – The increase in EBT was primarily due to higher residential land sales at Summerlin and Bridgeland, higher commercial land sales in The Woodlands, and lower equity losses at The Summit.
Net New Home Sales Median Home Sales Price thousands except percentages 2024 2023 % Change 2024 2023 % Change Bridgeland 938 985 (4.8) % $ 465 $ 477 (2.5) % Summerlin 1,038 1,071 (3.1) % 692 696 (0.6) % The Woodlands (a) 9 5 80.0 % 2,249 1,565 43.7 % The Woodlands Hills 249 228 9.2 % 419 478 (12.3) % Total 2,234 2,289 (2.4) % (a) New home sales in The Woodlands are not expected to be significant as residential land development is nearing completion.
Net New Home Sales Median Home Sales Price thousands except percentages 2025 2024 % Change 2025 2024 % Change Bridgeland 812 938 (13.4) % $ 470 $ 465 1.1 % Summerlin 949 1,038 (8.6) % 779 692 12.6 % The Woodlands (a) 4 9 (55.6) % 2,875 2,249 27.8 % The Woodlands Hills 171 249 (31.3) % 400 419 (4.5) % Total 1,936 2,234 (13.3) % (a) New home sales in The Woodlands are not expected to be significant as residential land development is nearing completion.
HHH 2024 FORM 10-K | 40 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Table of Contents Index to Financial Statements 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 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.
As a result, the excess net cash flow after debt service from the underlying properties became restricted. While the restricted cash could not be used for general corporate purposes, it could be used to fund operations of the underlying assets and did not have a material impact on the Company’s liquidity or its ability to operate these assets.
While the restricted cash could not be used for general corporate purposes, it could be used to fund operations of the underlying assets, and therefore there was no material impact on the Company’s liquidity or its ability to operate these assets.
We believe that our sources of cash, including existing cash on hand, will provide sufficient liquidity to meet our existing obligations and anticipated ordinary course operating expenses for at least the next 12 months. Long-Term Liquidity The development and redevelopment opportunities in Strategic Developments and Operating Assets are capital intensive and will require significant additional funding, if and when pursued.
We believe that our sources of cash, including existing cash on hand will provide sufficient liquidity to meet our existing obligations and anticipated ordinary course operating expenses for at least the next 12 months.
See Note 11 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information related to the Company’s collateral maintenance obligation. Debt Compliance As of December 31, 2024, the Company was in compliance with all property-level debt covenants with the exception of five property-level debt instruments.
All of this indebtedness is without recourse to the Company, with the exception of the collateral maintenance obligation for Floreo. See Note 12 - Commitments and Contingencies in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information related to the Company’s collateral maintenance obligation.
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 2023 Total residential land sales closed $ 441,044 $ 354,263 Total commercial land sales closed 4,984 35,960 Net recognized (deferred) revenue: Bridgeland 6,491 10,467 The Woodlands 517 (782) The Woodlands Hills 30 22 Summerlin (18,140) (44,174) Total net recognized (deferred) revenue (11,102) (34,467) Special Improvement District revenue 18,269 14,429 Master Planned Community land sales $ 453,195 $ 370,185 HHH 2024 FORM 10-K | 44 MANAGEMENT’S DISCUSSION AND 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 2023 2024 2023 2024 2023 Residential Land Sales Closed Bridgeland Single family $ 105,296 $ 85,156 178.1 151.0 $ 591 $ 564 Summerlin Superpad sites 291,230 223,583 216.5 169.2 1,345 1,321 Custom lots 22,982 2,000 3.8 0.7 6,048 2,857 The Woodlands Single family — 24,421 — 9.8 — 2,492 The Woodlands Hills Single family 21,536 19,103 47.0 44.7 458 427 Total residential land sales closed (a) $ 441,044 $ 354,263 445.4 375.4 $ 990 $ 944 Commercial Land Sales Closed Bridgeland $ 4,984 $ 30,536 13.5 123.5 $ 369 $ 247 The Woodlands — 5,424 — 8.4 — 646 Total commercial land sales closed (a) $ 4,984 $ 35,960 13.5 131.9 $ 369 $ 273 (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.
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 2025 2024 Total residential land sales closed $ 552,360 $ 441,044 Total commercial land sales closed 20,168 4,984 Net recognized (deferred) revenue: Bridgeland 2,542 6,491 The Woodlands (2,137) 517 The Woodlands Hills 61 30 Summerlin (28,346) (18,140) Total net recognized (deferred) revenue (27,880) (11,102) Special Improvement District revenue 17,938 18,269 Master Planned Communities land sales $ 562,586 $ 453,195 HHH 2025 FORM 10-K | 43 MANAGEMENT’S DISCUSSION AND 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 2025 2024 2025 2024 2025 2024 Residential Land Sales Closed Bridgeland Single family $ 118,538 $ 105,296 177.1 178.1 $ 669 $ 591 Summerlin Superpad sites 400,046 291,230 412.3 216.5 970 1,345 Custom lots 20,175 22,982 2.7 3.8 7,472 6,048 The Woodlands Hills Single family 13,601 21,536 28.4 47.0 479 458 Total residential land sales closed (a) $ 552,360 $ 441,044 620.5 445.4 $ 890 $ 990 Commercial Land Sales Closed Bridgeland $ — $ 4,984 — 13.5 $ — $ 369 The Woodlands 20,168 — 30.1 — 670 — Total commercial land sales closed (a) $ 20,168 $ 4,984 30.1 13.5 $ 670 $ 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.
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.
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.
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 for additional information.
Refer to Note 9 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional detail.
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.
Refer to Note 9 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional detail.
Often, the nature of our business results in short-term volatility in our net income due to the timing of Master Planned Communities (MPC) land sales, recognition of condominium revenue, and operating business pre-opening expenses. 2024 Results During 2024, we maintained positive momentum and delivered solid financial results which met or exceeded our 2024 guidance expectations within each of our core businesses.
Often, the nature of our business results in short-term volatility in our net income due to the timing of Master Planned Communities (MPC) land sales, recognition of condominium revenue, and operating business pre-opening expenses.
MPC Net Contribution increased $184.2 million for the year ended December 31, 2024, primarily due to proceeds from the sale of MUD receivables and higher MPC land sales, partially offset by higher SID transfers to buyers, an increase in MPC development expenditures, and a decrease in distributions from unconsolidated ventures.
MPC Net Contribution increased $16.8 million for the year ended December 31, 2025, primarily due to higher MPC land sales, partially offset by lower MUD and SID bonds collections, net, higher MPC development expenditures, and no distributions from unconsolidated ventures in 2025 compared to 2024.
Index Page Overview 37 Results of Operations 40 Operating Assets 40 Master Planned Communities 42 Strategic Developments 47 Corporate Income, Expenses, and Other Items 50 Liquidity and Capital Resources 51 Critical Accounting Policies and Estimates 55 Recently Issued Accounting Pronouncements and Developments 55 HHH 2024 FORM 10-K | 36 MANAGEMENT’S DISCUSSION AND ANALYSIS OVERVIEW Table of Contents Index to Financial Statements OVERVIEW Seaport Entertainment Spinoff On July 31, 2024, the spinoff of Seaport Entertainment Group Inc. and its subsidiaries (Seaport Entertainment or SEG) was completed.
Index Page Overview 36 Results of Operations 39 Operating Assets 39 Master Planned Communities 41 Strategic Developments 46 Corporate Income, Expenses, and Other Items 49 Liquidity and Capital Resources 51 Critical Accounting Policies and Estimates 55 Recently Issued Accounting Pronouncements and Developments 55 HHH 2025 FORM 10-K | 35 MANAGEMENT’S DISCUSSION AND ANALYSIS OVERVIEW Table of Contents Index to Financial Statements OVERVIEW General Howard Hughes Holdings Inc.
Net cash provided by operating activities of continuing operations was $447.8 million in 2024 and net cash used in operating activities of continuing operations was $215.2 million in 2023.
Financing Activities Net cash provided by financing activities of continuing operations was $855.4 million in 2025, and net cash used in financing activities was $27.8 million in 2024.
The following table summarizes our share of affiliate debt and cash as of December 31, 2024: thousands Company’s Share of Unconsolidated Ventures’ Debt Company’s Share of Unconsolidated Ventures’ Cash Operating Assets The Metropolitan $ 40,200 $ 699 Stewart Title of Montgomery County, TX — 900 Woodlands Sarofim 1,163 134 TEN.m.flats 49,205 503 Master Planned Communities The Summit 7,687 5,198 Floreo 77,360 5,399 Strategic Developments West End Alexandria — 4,967 Other — 41 Total $ 175,615 $ 17,841 HHH 2024 FORM 10-K | 54 MANAGEMENT’S DISCUSSION AND ANALYSIS CRITICAL ACCOUNTING POLICIES AND ESTIMATES Table of Contents Index to Financial Statements CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements in accordance with GAAP requires management to make informed judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses.
The following table summarizes our share of affiliate debt and cash as of December 31, 2025: thousands Company’s Share of Unconsolidated Ventures’ Debt Company’s Share of Unconsolidated Ventures’ Cash Operating Assets Operating equity investments $ 90,533 $ 4,288 Master Planned Communities The Summit 7,690 10,862 Floreo 117,248 1,808 Strategic Developments West End Alexandria — 3,752 Other — 41 Total $ 215,471 $ 20,751 HHH 2025 FORM 10-K | 54 MANAGEMENT’S DISCUSSION AND ANALYSIS CRITICAL ACCOUNTING POLICIES AND ESTIMATES Table of Contents Index to Financial Statements CRITICAL ACCOUNTING POLICIES AND ESTIMATES The preparation of financial statements in accordance with GAAP requires management to make informed judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses.
Capital and Financing Activities – In 2024, our financing activity included draws on existing mortgages of $417.0 million, new borrowings of $176.5 million (excluding undrawn amounts on new construction loans), refinancings of $168.0 million, and repayments of $454.8 million. In addition, we repaid $192.0 million on the Secured Bridgeland Notes using the proceeds from the sale of MUD receivables.
Capital and Financing Activities – In 2025, our financing activity included draws on existing mortgages of $573.5 million, refinancings of $184.2 million, and repayments of $365.7 million. In addition, we repaid $198.0 million on the Secured Bridgeland Notes using the proceeds from the sale of Municipal Utility District (MUD) receivables.
HHH 2024 FORM 10-K | 45 MANAGEMENT’S DISCUSSION AND 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 MPC segment EBT $ 349,134 $ 341,419 $ 7,715 Plus: Master Planned Communities cost of sales 169,191 140,050 29,141 Depreciation and amortization 438 418 20 MUD and SID bonds collections, net (a) 107,031 136,409 (29,378) Proceeds from sale of MUD receivables 176,680 — 176,680 Distributions from unconsolidated ventures 4,896 15,050 (10,154) Less: MPC development expenditures (427,979) (403,633) (24,346) Equity in (earnings) losses from unconsolidated ventures 11,899 (22,666) 34,565 MPC Net Contribution $ 391,290 $ 207,047 $ 184,243 (a) SID collections are shown net of SID transfers to buyers in the respective periods.
HHH 2025 FORM 10-K | 44 MANAGEMENT’S DISCUSSION AND 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 except percentages 2025 2024 $ Change % Change MPC segment EBT $ 476,102 $ 349,134 $ 126,968 36 % Plus: Master Planned Communities cost of sales 188,704 169,191 19,513 12 % Depreciation and amortization 408 438 (30) (7) % MUD and SID bonds collections, net (a) 37,293 107,031 (69,738) (65) % Proceeds from sale of MUD receivables 180,043 176,680 3,363 2 % Distributions from unconsolidated ventures — 4,896 (4,896) (100) % Less: MPC development expenditures (477,870) (427,979) (49,891) (12) % Equity in (earnings) losses from unconsolidated ventures 3,374 11,899 (8,525) (72) % MPC Net Contribution $ 408,054 $ 391,290 $ 16,764 4 % (a) SID collections are shown net of SID transfers to buyers in the respective periods.
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.
As of December 31, 2025, we have entered into contracts for 307 units, representing 93% of total units. The Woodlands We broke ground on The Ritz-Carlton Residences in October 2024, and expect to complete construction in 2027. The Ritz-Carlton Residences will consist of 111 one-, two-, three-, and four-bedroom residences.
The year-over-year increase was primarily attributed to condominium closings at Victoria Place, the receipt of insurance proceeds following the execution of a settlement agreement related to the construction defect claims at Waiea, and an increase in residential acres sold in Summerlin. – We continue to maintain a strong liquidity position with $596.1 million of cash and cash equivalents, $317.0 million of undrawn capacity on our Secured Bridgeland Notes, and $1.2 billion of undrawn lender commitment available to be drawn for property development, and limited near-term debt maturities.
These decreases were partially offset by an increase in residential acres sold in Summerlin. – We continue to maintain a strong liquidity position with $1.5 billion of cash and cash equivalents, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, and $686.6 million of undrawn lender commitment available to be drawn for property development, and limited near-term debt maturities.
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.
This growth was led by our office portfolio, which continued to benefit from strong lease-up activity and abatement expirations at various properties in The Woodlands, Merriweather District, and Summerlin.
Operating Assets – Operating Assets EBT decreased $1.4 million, with a loss of $28.5 million in 2024, compared to a loss of $27.1 million in the prior year. – Operating Assets NOI was $245.5 million in 2024, a $14.9 million increase compared to $230.6 million in the prior year. – Office NOI increased $6.4 million, primarily due to strong leasing activity and abatement expirations at various properties in The Woodlands and Summerlin, most notably at 9950 Woodloch Forest and 1700 Pavilion, partially offset by decreases related to lower occupancy at 1725 Hughes Landing and certain properties in Downtown Columbia, as well as initial operating losses at Meridian in Summerlin.
Operating Assets – Operating Assets EBT increased $1.0 million, with a loss of $27.4 million in 2025, compared to a loss of $28.5 million in the prior year. – Operating Assets NOI was $262.0 million in 2025, a $16.5 million increase compared to $245.5 million in the prior year. – Office NOI increased $13.6 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 certain properties in The Woodlands, most notably at 3831 Technology Forest and Two Hughes Landing. – Multifamily NOI increased $3.9 million primarily due to continued lease-up at Tanager Echo in Summerlin, Wingspan in Bridgeland, and Marlow in Merriweather District. – In 2025, the Company completed the sale of four land parcels and retail spaces in Ward Village for total proceeds of $18.2 million, and a combined gain on sale of $14.4 million.
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.
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.
Operating Assets NOI increased $14.9 million compared to the prior-year period primarily due to the following: – Office NOI increased $6.4 million primarily due to strong leasing activity and abatement expirations at various properties in The Woodlands and Summerlin, most notably at 9950 Woodloch Forest and 1700 Pavilion, partially offset by decreases related to lower occupancy at 1725 Hughes Landing and certain properties in Downtown Columbia, as well as initial operating losses at Meridian in Summerlin. – Retail NOI increased $4.2 million primarily due to the collection of previously reserved accounts receivable in Ward Village as well as improved occupancy in the ground floor retail at Juniper and Marlow in Downtown Columbia and Kō'ula in Ward Village. – Multifamily NOI increased $6.0 million primarily due to continued lease-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.
Operating Assets NOI increased $16.5 million compared to the prior year primarily due to the following: – Office NOI increased $13.6 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 certain properties in The Woodlands, most notably at 3831 Technology Forest and Two Hughes Landing. – Multifamily NOI increased $3.9 million primarily due to continued lease-up at Tanager Echo in Summerlin, Wingspan in Bridgeland, and Marlow in Merriweather District.
Significant variances for consolidated items not included in NOI or EBT are described below for the years ended December 31: thousands 2024 2023 $ Change Corporate income $ 68 $ 60 $ 8 General and administrative (91,752) (86,671) (5,081) Gain (loss) on sale of MUD receivables (48,651) — (48,651) Corporate interest expense, net (80,446) (87,243) 6,797 Corporate other income (loss), net 764 3,143 (2,379) Corporate depreciation and amortization (3,066) (3,215) 149 Other (15,002) (13,302) (1,700) Income tax (expense) benefit (80,184) (26,418) (53,766) Total Corporate income, expenses, and other items $ (318,269) $ (213,646) $ (104,623) Corporate income, expenses, and other items was unfavorably impacted compared to the prior year by the following: – Income tax expense increased $53.8 million primarily due to an increase in Income before income taxes as well as a net increase in expense related to the revaluation of deferred tax assets and liabilities as a result of the spinoff of Seaport Entertainment Group Inc.
Significant variances for consolidated items not included in NOI or EBT are described below for the years ended December 31: thousands except percentages 2025 2024 $ Change % Change General and administrative expenses $ (122,240) $ (91,752) $ (30,488) (33) % Gain (loss) on sale of MUD receivables (48,197) (48,651) 454 1 % Corporate interest expense, net (80,307) (80,446) 139 — % Corporate depreciation and amortization (3,410) (3,066) (344) (11) % Income tax (expense) benefit (37,616) (80,184) 42,568 53 % Other (19,160) (14,170) (4,990) (35) % Total Corporate income, expenses, and other items $ (310,930) $ (318,269) $ 7,339 2 % Corporate income, expenses, and other items were favorably impacted compared to the prior year by the following: – Income tax expense decreased $42.6 million primarily due to a 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, partially offset by a partial release of valuation allowances on the Company’s deferred tax assets.
HHH 2024 FORM 10-K | 41 MANAGEMENT’S DISCUSSION AND 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 Master Planned Community land sales (a) $ 453,195 $ 370,185 $ 83,010 Other land, rental, and property revenues 17,707 17,278 429 Builder price participation (b) 52,023 60,989 (8,966) Total revenues 522,925 448,452 74,473 Master Planned Communities cost of sales (169,191) (140,050) (29,141) Operating costs (52,736) (53,420) 684 Total operating expenses (221,927) (193,470) (28,457) Segment operating income (loss) 300,998 254,982 46,016 Depreciation and amortization (438) (418) (20) Interest income (expense), net 60,473 64,291 (3,818) Other income (loss), net — (102) 102 Equity in earnings (losses) from unconsolidated ventures (11,899) 22,666 (34,565) Segment EBT $ 349,134 $ 341,419 $ 7,715 (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.
HHH 2025 FORM 10-K | 40 MANAGEMENT’S DISCUSSION AND 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 except percentages 2025 2024 $ Change % Change Master Planned Communities land sales (a) $ 562,586 $ 453,195 $ 109,391 24 % Other land, rental, and property revenues 19,929 17,707 2,222 13 % Builder price participation (b) 52,341 52,023 318 1 % Total revenues 634,856 522,925 111,931 21 % Master Planned Communities cost of sales (188,704) (169,191) (19,513) (12) % Operating costs (45,298) (52,736) 7,438 14 % Total operating expenses (234,002) (221,927) (12,075) (5) % Segment operating income (loss) 400,854 300,998 99,856 33 % Depreciation and amortization (408) (438) 30 7 % Interest income (expense), net 75,160 60,473 14,687 24 % Other income (loss), net 120 — 120 NM Equity in earnings (losses) from unconsolidated ventures (3,374) (11,899) 8,525 72 % 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.
Teravalis EBT increased $7.4 million compared to the prior year. – Equity earnings at Floreo increased $7.0 million primarily related to the closings of Floreo land sales in 2024 compared to no land sales in 2023. Our Floreo joint venture sold a total of 115.4 residential acres at an average price of $777,000 per acre in 2024.
Our Floreo joint venture sold a total of 10.6 residential acres at an average price of $793,000 per acre in 2025, compared to 115.4 acres sold at an average price of $777,000 per acre in 2024.
Completed Condominiums Ward Village As of December 31, 2024, our seven completed condominiums, Ae`o, Ke Kilohana, Anaha, Waiea, ‘A‘ali‘i, Kō‘ula, and Victoria Place, are completely sold. Condominiums Under Construction Ward Village As of December 31, 2024, 97.3% of the units at our three towers under construction, The Park Ward Village, Ulana Ward Village, and Kalae, are under contract.
Contracted units disclosed below represent sales that are past the 6-day rescission period. Completed Condominiums Ward Village As of December 31, 2025, our eight completed condominiums, Ae`o, Ke Kilohana, Anaha, Waiea, ‘A‘ali‘i, Kō‘ula, Victoria Place, and Ulana are completely sold.
HHH 2024 FORM 10-K | 46 MANAGEMENT’S DISCUSSION AND 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.
(b) MUD reimbursable costs represent land development expenditures transferred to MUD Receivables. HHH 2025 FORM 10-K | 45 MANAGEMENT’S DISCUSSION AND 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.
Summerlin EBT increased $33.5 million compared to the prior year. – MPC sales, net of MPC cost of sales increased $81.7 million primarily due to the following activity: – increase in superpad acres sold, with 216.5 acres sold at an average price of $1.3 million per acre in 2024, compared to 169.2 acres sold at an average price of $1.3 million per acre in 2023 – increase in custom lots sold, with six lots totaling 3.8 acres sold at an average price of $6.0 million per acre in 2024, compared to one lot totaling 0.7 acres sold at a price of $2.9 million per acre in 2023 – increase due to $14.7 million more revenue recognized out of deferred revenue in 2024, compared to 2023 – increase due to $4.1 million in Special Improvement District (SID) bond assumptions resulting from an increase in superpad sales in 2024, compared to 2023 – Increase of $4.1 million primarily due to higher capitalized interest inclusive of derivatives.
Summerlin EBT increased $100.3 million compared to the prior year. – MPC sales, net of MPC cost of sales increased $72.5 million primarily due to the following activity: – increase in superpad acres sold, with 412.3 acres sold at an average price of $970,000 per acre in 2025, compared to 216.5 acres sold at an average price of $1.3 million per acre in 2024 – decrease due to $6.0 million less revenue recognized out of deferred revenue, net of associated deferred costs in 2025, compared to 2024 – decrease in custom lot acres sold partially offset by an increase in price per acre, with 2.7 acres sold at an average price of $7.5 million per acre in 2025, compared to 3.8 acres sold at an average price of $6.0 million per acre in 2024 – Equity earnings at The Summit increased $15.2 million.
Summary of Remaining Development Costs The following table summarizes remaining development costs and related debt for projects held in the Operating Assets and Strategic Developments segments as of December 31, 2024.
The acquisition is expected to have other long‑term implications for the Company’s liquidity profile, although the magnitude and timing of these impacts cannot yet be determined. Summary of Remaining Development Costs The following table summarizes remaining development costs and related debt for projects held in the Operating Assets and Strategic Developments segments as of December 31, 2025.
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.
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. 2025 Results During 2025, we delivered exceptional results across our core business lines.
The following provides further detail for all condominium projects as of December 31, 2024: 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 (a) The retail portions of these projects are 100% leased and have been placed in service.
The following provides further detail for all condominium projects as of December 31, 2025: 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 HHH 2025 FORM 10-K | 48 MANAGEMENT’S DISCUSSION AND 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.
HHH 2024 FORM 10-K | 43 MANAGEMENT’S DISCUSSION AND 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 Woodlands Hills EBT decreased $5.6 million compared to the prior year. – MPC sales, net 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 HHH 2025 FORM 10-K | 42 MANAGEMENT’S DISCUSSION AND 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.
HHH 2024 FORM 10-K | 48 MANAGEMENT’S DISCUSSION AND 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.
HHH 2025 FORM 10-K | 47 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Table of Contents Index to Financial Statements Predevelopment Condominiums Ward Village We launched public pre-sales for The Launiu in February 2024. The Launiu will consist of 485 studio, one-, two-, and three-bedroom residences.
Predevelopment Condominiums Ward Village We launched public presales for The Launiu in February 2024. The Launiu will consist of 485 studio, one-, two-, and three-bedroom residences. As of December 31, 2024, we have entered into contracts for 283 units, representing 58.4% of total units.
As of December 31, 2025, we have entered into contracts for 144 units, representing 65% of total units. 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 reconciliation of Operating Assets segment EBT to Operating Assets NOI is presented in the table below.
HHH 2025 FORM 10-K | 39 MANAGEMENT’S DISCUSSION AND 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.
We expect to be able to meet our cash funding requirements with a combination of existing and anticipated construction loans, condominium buyer deposits, cash flow from our Operating Assets and MPC segments, net proceeds from condominium sales, and our existing cash balances. thousands Estimated Remaining to be Spent Remaining Buyer Deposits/Holdback to be Drawn Debt to be Drawn (a) Costs Remaining to be Paid, Net of Debt and Buyer Deposits/Holdbacks to be Drawn (b) Operating Assets Columbia $ 25,966 $ — $ 20,879 $ 5,087 The Woodlands 7,369 — 7,746 (377) Summerlin 41,130 — 37,780 3,350 Total Operating Assets 74,465 — 66,405 8,060 Strategic Developments The Woodlands 425,678 — 276,902 148,776 Bridgeland 21,223 — — 21,223 Ward Village 998,089 151,261 787,679 59,149 Total Strategic Developments 1,444,990 151,261 1,064,581 229,148 Total $ 1,519,455 $ 151,261 $ 1,130,986 $ 237,208 HHH 2024 FORM 10-K | 52 MANAGEMENT’S DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Table of Contents Index to Financial Statements (a) Refer to Note 8 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on debt.
HHH 2025 FORM 10-K | 52 MANAGEMENT’S DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Table of Contents Index to Financial Statements We expect to be able to meet our cash funding requirements with a combination of existing and anticipated construction loans, condominium buyer deposits, cash flow from our Operating Assets and MPC segments, net proceeds from condominium sales, and our existing cash balances. thousands Estimated Remaining to be Spent Remaining Buyer Deposits/Holdback to be Drawn Debt to be Drawn (a) Costs Remaining to be Paid, Net of Debt and Buyer Deposits/Holdbacks to be Drawn (b) Operating Assets Columbia $ 14,337 $ — $ 14,460 $ (123) The Woodlands 30,565 — 4,147 26,418 Bridgeland 4,921 — 1,900 3,021 Summerlin 14,179 — 14,204 (25) Total Operating Assets 64,002 — 34,711 29,291 Strategic Developments The Woodlands 253,327 — 149,873 103,454 Bridgeland 15,798 — 15,725 73 Ward Village 588,755 43,752 467,601 77,402 Total Strategic Developments 857,880 43,752 633,199 180,929 Total $ 921,882 $ 43,752 $ 667,910 $ 210,220 (a) Refer to Note 9 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on debt.
MPC Land Inventory The following table summarizes MPC land inventory activity: thousands Bridgeland Columbia (a) Summerlin Teravalis The Woodlands The Woodlands Hills Total MPC Balance December 31, 2022 $ 538,924 $ 16,625 $ 1,014,511 $ 544,546 $ 185,356 $ 111,564 $ 2,411,526 Development expenditures (b) 222,268 — 144,041 225 4,514 32,585 403,633 MPC Cost of sales (40,533) — (77,068) — (13,289) (9,160) (140,050) MUD reimbursable costs (c) (172,120) — — — (1,200) (25,688) (199,008) Transfer to Strategic Development and Operating Assets Segments (4,530) (16,625) (4,073) — (3,226) — (28,454) Other (10,978) — 2,516 53 497 5,938 (1,974) Balance December 31, 2023 533,031 — 1,079,927 544,824 172,652 115,239 2,445,673 Development expenditures (b) 204,542 — 186,163 573 5,853 30,848 427,979 MPC Cost of sales (47,056) — (113,844) — (117) (8,174) (169,191) MUD reimbursable costs (c) (178,701) — — — (877) (20,087) (199,665) Transfer to Strategic Development and Operating Assets Segments (1,218) — — — 11,399 — 10,181 Other (1,367) — 1,491 (16) 583 (4,006) (3,315) Balance December 31, 2024 $ 509,231 $ — $ 1,153,737 $ 545,381 $ 189,493 $ 113,820 $ 2,511,662 (a) Columbia MPC land development is complete and the sale of remaining land or development of additional commercial assets will occur as the market dictates.
MPC Land Inventory The following table summarizes MPC land inventory activity: thousands Bridgeland Summerlin Teravalis The Woodlands The Woodlands Hills Total MPC Balance December 31, 2023 $ 533,031 $ 1,079,927 $ 544,824 $ 172,652 $ 115,239 $ 2,445,673 Development expenditures (a) 204,542 186,163 573 5,853 30,848 427,979 MPC Cost of sales (47,056) (113,844) — (117) (8,174) (169,191) MUD reimbursable costs (b) (178,701) — — (877) (20,087) (199,665) Transfer to Strategic Development and Operating Assets Segments (1,218) — — 11,399 — 10,181 Other (1,367) 1,491 (16) 583 (4,006) (3,315) Balance December 31, 2024 509,231 1,153,737 545,381 189,493 113,820 2,511,662 Development expenditures (a) 215,001 233,631 1,867 4,053 23,318 477,870 MPC Cost of sales (42,459) (136,797) — (4,431) (5,017) (188,704) MUD reimbursable costs (b) (189,603) — — (1,062) (18,327) (208,992) Transfer to Strategic Development and Operating Assets Segments (1,459) — — 121 — (1,338) Other 31,520 6,482 (37) (859) 7,473 44,579 Balance December 31, 2025 $ 522,231 $ 1,257,053 $ 547,211 $ 187,315 $ 121,267 $ 2,635,077 (a) Development expenditures are inclusive of capitalized interest and property taxes.
The following table presents MPC segment EBT by MPC for the years ended December 31: MPC Segment EBT by MPC thousands 2024 2023 $ Change Bridgeland $ 77,611 $ 101,835 $ (24,224) Summerlin 260,924 227,409 33,515 Teravalis (a) 3,596 (3,777) 7,373 The Woodlands (8,863) 4,036 (12,899) The Woodlands Hills 15,866 11,916 3,950 Segment EBT $ 349,134 $ 341,419 $ 7,715 Floreo (b) $ 9,816 $ (4,150) $ 13,966 (a) As of December 31, 2024, the Company owned an 88.0% interest in and consolidates Teravalis.
The following table presents MPC segment EBT by MPC for the years ended December 31: MPC Segment EBT by MPC thousands except percentages 2025 2024 $ Change % Change Bridgeland $ 100,396 $ 77,611 $ 22,785 29 % Summerlin 361,205 260,924 100,281 38 % Teravalis (a) (3,163) 3,596 (6,759) (188) % The Woodlands 7,380 (8,863) 16,243 183 % The Woodlands Hills 10,284 15,866 (5,582) (35) % Segment EBT $ 476,102 $ 349,134 $ 126,968 36 % Floreo (b) $ (3,602) $ 9,816 $ (13,418) (137) % (a) As of December 31, 2025, the Company owned an 88.0% interest in and consolidates Teravalis.
Refer to Note 13 - Income Taxes in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information. – Loss on sale of MUD receivables of $48.7 million was recognized in 2024.
See Note 5 - Acquisitions and Dispositions in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional information on these transactions.
The Woodlands Hills EBT increased $4.0 million compared to the prior year. – MPC sales, net of MPC cost of sales increased $3.4 million primarily due to the following activity: – increase in residential acres sold, with 47.0 acres sold at an average price of $458,000 per acre in 2024, compared to 44.7 acres sold at an average price of $427,000 per acre in 2023 Bridgeland EBT decreased $24.2 million compared to the prior year. – MPC sales, net of MPC cost of sales decreased $15.9 million primarily due to the following activity: – decrease in commercial acres sold partially offset by an increase in price per acre, with 13.5 acres sold at an average price of $369,000 per acre in 2024, compared to 123.5 acres sold at an average price of $247,000 per acre in 2023 – decrease due to $2.7 million less recognition of deferred revenue net of associated deferred costs in 2024, compared to 2023 – increase in residential acres sold, with 178.1 acres sold at an average price of $591,000 per acre in 2024, compared to 151.0 acres sold at an average price of $564,000 per acre in 2023 – Decrease of $9.4 million primarily due increased interest expense as a result of a higher debt balance, higher variable interest rates as a result of a derivative termination in the third quarter of 2023, and amortization of the liability related to the 2024 sale of future MUD receivables, partially offset by an increase in capitalized interest.
Bridgeland EBT increased $22.8 million compared to the prior year. – Increase of $9.4 million primarily due to higher capitalized interest. – MPC sales, net of MPC cost of sales increased $8.9 million primarily due to the following activity: – increase in price per acre offset by a slight decrease in residential acres sold, with 177.1 acres sold at an average price of $669,000 per acre in 2025, compared to 178.1 acres sold at an average price of $591,000 per acre in 2024 – decrease due to $3.0 million less revenue recognized out of deferred revenue, net of associated deferred costs in 2025, compared to 2024 – decrease in commercial acres sold, with no acres sold in 2025, compared to 13.5 acres sold at an average price of $369,000 per acre in 2024 – Operating costs decreased $7.6 million due to lower real estate taxes, primarily from the finalization of prior-year accrual estimates. – Builder price participation decreased $3.1 million as fewer homes were closed with sales prices over the predetermined breakpoint necessary for participation revenue in 2025, compared to 2024.
Income Taxes thousands except percentages 2024 2023 Income tax expense (benefit) $ 80,184 $ 26,418 Income (loss) before income taxes $ 365,399 $ 109,828 Effective tax rate 21.9 % 24.1 % 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 base and variable components of the quarterly advisory fee are detailed below: thousands Year Ended December 31, 2025 Base fee $ 9,849 Variable fee 7,284 Total Pershing Square advisory fee $ 17,133 HHH 2025 FORM 10-K | 49 MANAGEMENT’S DISCUSSION AND ANALYSIS RESULTS OF OPERATIONS Table of Contents Index to Financial Statements Income Taxes thousands except percentages 2025 2024 Income tax expense (benefit) $ 37,616 $ 80,184 Income (loss) before income taxes $ 161,459 $ 365,399 Effective tax rate 23.3 % 21.9 % 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, was 21.9% compared to 24.1% for the year ended December 31, 2023.
The Company’s effective tax rate for the year ended December 31, 2025, was 23.3% compared to 21.9% for the year ended December 31, 2024. The increase was primarily due to a partial release of valuation allowances on the Company’s deferred tax assets in 2024.
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 Condominium rights and unit sales $ 778,616 $ 47,707 $ 730,909 Rental revenue 459 379 80 Other land, rental, and property revenues 4,321 1,901 2,420 Total revenues 783,396 49,987 733,409 Condominium rights and unit cost of sales (582,574) (55,417) (527,157) Operating costs (17,670) (21,908) 4,238 Real estate taxes (2,480) (3,147) 667 Total operating expenses (602,724) (80,472) (522,252) Segment operating income (loss) 180,672 (30,485) 211,157 Depreciation and amortization (7,255) (3,963) (3,292) Interest income (expense), net 18,603 16,074 2,529 Other income (loss), net 90,534 690 89,844 Equity in earnings (losses) from unconsolidated ventures 251 142 109 Gain (loss) on sale or disposal of real estate and other assets, net — 236 (236) Segment EBT $ 282,805 $ (17,306) $ 300,111 Strategic Developments segment EBT increased $300.1 million compared to the prior-year period primarily due to the following: – Condominium sales, net of cost of sales increased $203.8 million, primarily due to the timing of condominium closings.
Segment EBT The following table presents segment EBT for Strategic Developments for the years ended December 31: Strategic Developments Segment EBT thousands except percentages 2025 2024 $ Change % Change Condominium rights and unit sales $ 370,156 $ 778,616 $ (408,460) (52) % Rental revenue 33 459 (426) (93) % Other land, rental, and property revenues 4,174 4,321 (147) (3) % Total revenues 374,363 783,396 (409,033) (52) % Condominium rights and unit cost of sales (369,408) (582,574) 213,166 37 % Operating costs (22,490) (17,670) (4,820) (27) % Real estate taxes (2,191) (2,480) 289 12 % Total operating expenses (394,089) (602,724) 208,635 35 % Segment operating income (loss) (19,726) 180,672 (200,398) (111) % Depreciation and amortization (6,579) (7,255) 676 9 % Interest income (expense), net 18,851 18,603 248 1 % Other income (loss), net (18,487) 90,534 (109,021) (120) % Equity in earnings (losses) from unconsolidated ventures 317 251 66 26 % Gain (loss) on sale or disposal of real estate and other assets, net 11,721 — 11,721 NM Segment EBT $ (13,903) $ 282,805 $ (296,708) (105) % NM Not meaningful.
Debt As of December 31, 2024, the Company had $5.1 billion of outstanding debt and $1.2 billion of undrawn lender commitment available to be drawn for property development, subject to certain restrictions. Refer to Note 8 - Mortgages, Notes, and Loans Payable, Net in the Notes to Consolidated Financial Statements under Item 8 of this Annual Report for additional detail.
Debt As of December 31, 2025, the Company had $5.1 billion of outstanding debt and $686.6 million of undrawn lender commitment available to be drawn for property development, subject to certain restrictions. Our proportionate share of the debt of our unconsolidated ventures totaled $215.5 million as of December 31, 2025.
These properties represent 189 multifamily units and approximately 328,000 square feet of retail and office space. – In 2024, we began construction on four properties, including Kalae, a condominium property in Ward Village; The Ritz-Carlton Condominiums, a condominium property in The Woodlands; One Bridgeland Green, an office property in Bridgeland; and Grogan’s Mill Retail, a retail property in The Woodlands.
These properties represent 268 multifamily units and approximately 81,000 square feet of retail and office space. – In 2025, we began construction on Memorial Hermann Medical Office, an office building in Bridgeland, and the redevelopment of 7 Waterway, an office building in The Woodlands. These properties represent approximately 237,000 square feet of office space.
Net Debt The following table summarizes our net debt on a segment basis as of December 31, 2024.
HHH 2025 FORM 10-K | 53 MANAGEMENT’S DISCUSSION AND ANALYSIS LIQUIDITY AND CAPITAL RESOURCES Table of Contents Index to Financial Statements Net Debt The following table summarizes our net debt on a segment basis as of December 31, 2025.
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.
As a result, MPC EBT increased 36% year-over-year, driven by a new full-year record number of residential acres sold. In Operating Assets, we delivered another full-year NOI record, outpacing 2024 results by 7%, excluding dispositions.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeThe 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: Contractual Maturity Date thousands 2025 2026 2027 2028 2029 Thereafter Total Mortgages, notes, and loans payable $ 421,202 $ 509,097 $ 415,717 $ 838,680 $ 1,270,240 $ 1,713,501 $ 5,168,437 Weighted-average interest rate 5.38 % 5.16 % 4.97 % 4.73 % 4.58 % 4.30 % HHH 2024 FORM 10-K | 56 FINANCIAL STATEMENTS INDEX Table of Contents Index to Financial Statements
Biggest changeThe following table summarizes principal cash flows on our debt obligations and related weighted-average interest rates by expected maturity dates as of December 31, 2025: Contractual Maturity Date thousands except percentages 2026 2027 2028 2029 2030 Thereafter Total Mortgages, notes, and loans payable $ 663,243 $ 507,661 $ 923,362 $ 1,075,975 $ 277,225 $ 1,696,748 $ 5,144,214 Weighted-average interest rate 5.29 % 5.06 % 4.85 % 4.65 % 4.64 % 4.27 % HHH 2025 FORM 10-K | 56 FINANCIAL STATEMENTS INDEX Table of Contents Index to Financial Statements
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, annual interest costs would increase approximately $3.2 million for every 1.00% increase in floating interest rates.
Refer to Note 11 - 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, 2025, annual interest costs would increase approximately $2.1 million for every 1.00% increase in floating interest rates.
Additionally, the interest rate caps and collars are on construction loans and mortgages with undrawn loan commitment of $162.7 million as of December 31, 2024, which will be covered by the interest rate cap and collar contracts upon drawing.
Additionally, the interest rate caps and collars are on construction loans and mortgages with undrawn loan commitment of $29.0 million as of December 31, 2025, which will be covered by the interest rate cap and collar contracts upon drawing.
The Company had $1.4 billion of variable-rate debt outstanding at December 31, 2024, of which $250.2 million was swapped to a fixed rate through the use of interest rate swaps and $827.2 million had interest rate cap contracts in place.
The Company had $1.2 billion of variable-rate debt outstanding at December 31, 2025, of which $361.5 million was swapped to a fixed rate through the use of interest rate swaps and $648.1 million had interest rate cap contracts in place.

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