# Howard Hughes Holdings Inc.: Form 10-Q for the period ended Mar 31, 2026

- Company: [Howard Hughes Holdings Inc.](/companies/hhh.md) (CIK 1981792)
- Form: 10-Q
- Filed: 2026-05-07
- Accepted by EDGAR: May 7, 2026, 16:17 ET
- Period: 2026-03-31
- Accession: 0001628280-26-032144
- Inline XBRL: yes
- Main document: https://www.sec.gov/Archives/edgar/data/1981792/000162828026032144/hhh-20260331.htm
- All documents and exhibits: https://www.sec.gov/Archives/edgar/data/1981792/000162828026032144/

## Figures reported in this filing

Standardized XBRL line items for the period ended 2026-03-31.

| Line item | Period | Value | XBRL concept |
| --- | --- | ---: | --- |
| Revenue | 3 months, 2026-01-01 to 2026-03-31 | $235.9m | us-gaap:Revenues |
| Operating income | 3 months, 2026-01-01 to 2026-03-31 | $50.7m | us-gaap:OperatingIncomeLoss |
| Interest expense | 3 months, 2026-01-01 to 2026-03-31 | $41.8m | us-gaap:InterestExpenseNonoperating |
| Income tax | 3 months, 2026-01-01 to 2026-03-31 | $2.6m | us-gaap:IncomeTaxExpenseBenefit |
| Net income | 3 months, 2026-01-01 to 2026-03-31 | $8.2m | us-gaap:NetIncomeLoss |
| Diluted EPS | 3 months, 2026-01-01 to 2026-03-31 | $0.14 | us-gaap:EarningsPerShareDiluted |
| Basic EPS | 3 months, 2026-01-01 to 2026-03-31 | $0.14 | us-gaap:EarningsPerShareBasic |
| Diluted shares (weighted) | 3 months, 2026-01-01 to 2026-03-31 | 59,154,000 shares | us-gaap:WeightedAverageNumberOfDilutedSharesOutstanding |
| Operating cash flow | 3 months, 2026-01-01 to 2026-03-31 | −$229.4m | us-gaap:NetCashProvidedByUsedInOperatingActivities |
| Cash and equivalents | at 2026-03-31 | $1.84bn | us-gaap:CashAndCashEquivalentsAtCarryingValue |
| Total assets | at 2026-03-31 | $11.25bn | us-gaap:Assets |
| Total liabilities | at 2026-03-31 | $7.40bn | us-gaap:Liabilities |
| Shareholders' equity | at 2026-03-31 | $3.78bn | us-gaap:StockholdersEquity |

## Management's discussion and analysis

As filed, 47,902 characters.

The following discussion and analysis by management should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and Notes included in this Quarterly Report on Form 10-Q and with the audited Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on February 19, 2026. All references to numbered Notes are to specific notes to our unaudited Condensed Consolidated Financial Statements included in this Quarterly Report. Capitalized terms used, but not defined, in this MD&A have the same meanings as in such Notes.

| Index | Page |
| --- | ---: |
| Forward-Looking Information | 31 |
| Overview | 33 |
| Results of Operations | 35 |
| Operating Assets | 35 |
| Master Planned Communities | 36 |
| Strategic Developments | 38 |
| Corporate Income, Expenses, and Other Items | 40 |
| Liquidity and Capital Resources | 41 |

### HHH 2026 FORM 10-Q \| 30

**MANAGEMENT’S DISCUSSION AND ANALYSIS** Table of Contents

### FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q (Quarterly Report) contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 (Exchange Act). All statements other than statements of historical fact included in this Quarterly Report are forward-looking statements. We claim the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, or business. You can identify forward-looking statements by the fact that they do not relate strictly to current or historical facts. These statements may include words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “will,” “would,” and other statements of similar expression. Forward-looking statements should not be relied upon. They give our expectations about the future and are not guarantees.

Forward-looking statements include statements regarding:

- the expected changes to our strategy following the transactions with Pershing Square
- accelerated growth in our core Master Planned Communities assets
- expected performance of our stabilized, income-producing properties, and the performance and stabilization timing of properties that we have recently placed into service or are under construction
- forecasts of our future economic performance
- expected capital required for our operations and development opportunities for our properties
- planned acquisitions, including the acquisition of Vantage Group Holdings Ltd. (Vantage), and our ability to integrate and realize the economic benefits of acquired businesses
- impact of technology on our operations and business
- expected performance of our segments
- expected commencement and completion for property developments and timing of sales or rentals of certain properties
- estimates of our future liquidity, development opportunities, development spending, and management plans; and
- descriptions of assumptions underlying or relating to any of the foregoing

These statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, and achievements to materially differ from any future results, performance and achievements expressed or implied by such forward-looking statements. Factors that could cause actual results to differ materially from those expressed or implied by the forward-looking statements include:

- our ability to realize the anticipated benefits of the transactions with Pershing Square and our new strategy of becoming a diversified holding company
- our ability to identify and consummate transactions as part of our new strategy of becoming a diversified holding company
- risks inherent in acquiring or making investments in operating companies, especially companies in industries unrelated to our existing real estate business
- our ability to satisfy the conditions to closing and consummate the proposed acquisition of Vantage (Vantage Transaction), integrate it into our operations, and realize the financial benefits currently anticipated from such acquisition
- our ability to realize the anticipated benefits of the spinoff of Seaport Entertainment Group Inc. that we completed in 2024
- macroeconomic conditions such as volatility in capital markets, unstable economic and political conditions within the U.S. and foreign jurisdictions, geopolitical conflicts, and a prolonged recession in the national economy, including any adverse business or economic conditions in the homebuilding, condominium-development, retail, and office sectors
- changes in trade policies, including tariffs or duties on construction or homebuilding materials, potential retaliatory actions by other countries, and related impacts on market conditions and business activity
- our inability to obtain operating and development capital for our properties, including our inability to obtain or refinance debt capital from lenders and the capital markets
- interest rate volatility and inflation
- the availability of debt and equity capital
- our ability to compete effectively, including the potential impact of heightened competition for tenants and potential decreases in occupancy at our properties

**MANAGEMENT’S DISCUSSION AND ANALYSIS** Table of Contents

- general inflation, including core and wage inflation; commodity and energy price and currency volatility; as well as monetary, fiscal and policy interventions in anticipation of our reaction to such events, including changes in interest rates
- mismatch of supply and demand, including interruptions of supply lines
- extreme weather conditions or climate change, including natural disasters, that may cause property damage or interrupt business
- the impact of water and electricity shortages
- contamination of our property by hazardous or toxic substances
- terrorist activity, acts of violence, or breaches of our or our vendors’ data security
- losses that are not insured or exceed the applicable insurance limits
- our ability to lease new or redeveloped space
- our ability to obtain the necessary governmental permits for the development of our properties and necessary regulatory approvals pursuant to an extensive entitlement process involving multiple and overlapping regulatory jurisdictions, which often require discretionary action by local governments
- increased construction costs exceeding our original estimates, delays or overruns, claims for construction defects, or other factors affecting our ability to develop, redevelop or construct our properties
- regulation of the portion of our business that is dedicated to the formation and sale of condominiums, including regulatory filings to state agencies, additional entitlement processes, and requirements to transfer control to a condominium association’s board of directors in certain situations, as well as potential defaults by purchasers on their obligations to purchase condominiums
- fluctuations in regional and local economies, the impact of changes in interest rates on residential housing and condominium markets, local real estate conditions, tenant rental rates, and competition from competing retail properties and the internet
- inherent risks related to disruption of information technology networks and related systems, including cyber security attacks
- our ability to attract and retain key personnel
- our ability to collect rent and attract tenants
- our indebtedness, including our $650,000,000 4.125% senior unsecured notes due 2029, $650,000,000 4.375% senior unsecured notes due 2031, $500,000,000 5.875% senior unsecured notes due 2032, and $500,000,000 6.125% senior unsecured notes due 2034, contain restrictions that may limit our ability to operate our business
- our directors’ involvement or interests in other businesses, including real estate activities and investments
- our inability to control certain of our properties due to the joint ownership of such property and our inability to successfully attract desirable strategic partners
- our dependence on the operations and funds of our subsidiaries, including The Howard Hughes Corporation
- catastrophic events or geopolitical conditions, such as international armed conflicts, or the occurrence of epidemics or pandemics; and
- other risks and uncertainties described herein, as well as those risks and uncertainties discussed from time to time in our other reports and other public filings with the SEC

Any factor could, by itself, or together with one or more other factors, adversely affect our business, results of operations, plans, objectives, future performance, or financial condition. Other factors not described in this Quarterly Report also could cause results to differ from our expectations. Given these uncertainties, we caution you not to place undue reliance on these forward-looking statements. We undertake no obligation to update or revise any of our forward-looking statements for events or circumstances that arise after the statement is made, except as otherwise may be required by law.

The above list of risks and uncertainties is only a summary of some of the most important factors and is not intended to be exhaustive. Additional information regarding risk factors that may affect us is included in our 2025 Annual Report. The risk factors contained in our 2025 Annual Report are updated by us from time to time in Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings that we make with the SEC.

**MANAGEMENT’S DISCUSSION AND ANALYSIS OVERVIEW** Table of Contents

### OVERVIEW

### Description of Business

**Overview** Howard Hughes Holdings Inc. (HHH or the Company) is a holding company that owns a real estate development subsidiary that operates a large‑scale, mixed‑use real estate platform focused on the development of master planned communities (MPCs), the investment in strategic real estate development opportunities, and the ownership and operation of income‑producing properties. 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.

Throughout this section, changes for monetary amounts between periods presented are calculated based on the amounts in thousands of dollars stated in our condensed 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.

**Segments** The Company operates through three business segments: Operating Assets, MPCs, and Strategic Developments. In our MPC segment, we plan, develop, and manage small cities and large-scale, mixed-use communities, in markets with strong long-term growth fundamentals. This business focuses on the horizontal development of residential land. The improved acreage is then sold to homebuilders who build and sell homes to new residents. New homeowners create demand for commercial developments, such as retail, office, and hospitality offerings. We build these commercial properties through Strategic Developments at the appropriate times, which helps mitigate development risk, using the cash flow harvested from the sale of land to homebuilders. Once the commercial developments are completed, the assets transition to Operating Assets, which increases recurring Net Operating Income (NOI). 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 and generate more cash flow from MPCs. Our Strategic Developments segment also develops and sells residential condominiums in Hawai‘i.

**Planned Vantage Acquisition** The Company has entered into a definitive agreement to acquire 100% of Vantage Group Holdings Ltd. (Vantage), a privately held specialty insurance and reinsurance company. The transaction remains subject to regulatory approvals and other customary closing conditions, and is expected to close in the second quarter of 2026. See Note 1 - *Presentation of Financial Statements and Significant Accounting Policies* in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.

**Non-GAAP Measures** In addition to the required presentations using GAAP, we use certain non-GAAP performance measures, such as NOI and Net Debt. See the Operating Assets and Short- and Long-Term Liquidity sections below for the reconciliations of these GAAP to non-GAAP financial measures and statements indicating why management believes these non-GAAP financial measures provide useful information for investors.

**MANAGEMENT’S DISCUSSION AND ANALYSIS OVERVIEW** Table of Contents

### First Quarter 2026 Highlights

### Comparison of the three months ended March 31, 2026, to the three months ended March 31, 2025

### Total Company

- Net income attributable to common stockholders decreased to $8.2 million in the current quarter, compared to $10.5 million in the prior-year period. This decrease was primarily driven by a loss on the extinguishment of debt in the current quarter related to the redemption of our 2028 senior unsecured notes and a gain on the sale of two land parcels and a retail space in Ward Village in the prior-year period, partially offset by an increase in MPC residential land sales.
- We continue to maintain a strong liquidity position with $1.8 billion of cash and cash equivalents, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, $1.1 billion of undrawn lender commitments available to be drawn for property development, subject to certain restrictions, and limited near-term debt maturities, all as of March 31, 2026.

### Operating Assets

- Operating Assets NOI totaled $65.7 million in the current quarter, a $1.6 million increase compared to $64.0 million in the prior-year period.
- Operating Assets results reflect modest increases across all property types. Performance in Office and Multifamily was impacted by strong leasing activity and expiration of rent abatements across the portfolio.

### MPC

- MPC EBT totaled $84.4 million in the current quarter, a $21.1 million increase compared to $63.3 million in the prior-year period.
- The increase in EBT was primarily due to an increase in residential acres sold in Bridgeland, higher revenue recognized out of deferred revenue, net of associated deferred costs, and an increase in interest income, primarily due to capitalized interest.

### Strategic Developments

- Strategic Developments EBT decreased $5.4 million to a loss of $6.6 million in the current quarter, compared to a loss of $1.2 million in the prior-year period.
- The decrease in EBT was primarily due to the recognition of the Company’s share of a loss on sale of land at our West End Alexandria joint venture in the current quarter.
- The final six units at Ulana Ward Village closed in the current period, however condominium sales, net of cost of sales remained flat as this is a workforce tower and closed at a breakeven gross margin as expected.
- The Company commenced construction on The Launiu in the first quarter of 2026.

### Financing Activity

- In February 2026, HHC, the Company’s wholly owned subsidiary, issued $500.0 million of 5.875% senior unsecured notes due 2032 and $500.0 million of 6.125% senior unsecured notes due 2034. HHC used the net proceeds to redeem its outstanding $750.0 million 5.375% senior unsecured notes due 2028, including premiums, accrued and unpaid interest and related expenses, and will use the remaining proceeds for general corporate purposes.
- Closed on a $300.0 million five-year mortgage secured by Downtown Summerlin and a related interest rate swap resulting in a fixed interest rate of 5.52%.

### RESULTS OF OPERATIONS

### Operating Assets

**Segment EBT** Segment EBT for Operating Assets is presented below:

*thousands except percentages*

|  | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Rental revenue | **$113,549** | $108,354 | $5,195 | 5% |
| Other revenues | **5,653** | 5,648 | 5 | —% |
| **Total revenues** | **119,202** | 114,002 | 5,200 | 5% |
| Operating costs | **(35,277)** | (34,222) | (1,055) | (3)% |
| Rental property real estate taxes | **(15,707)** | (14,751) | (956) | (6)% |
| (Provision for) recovery of doubtful accounts | **59** | 156 | (97) | (62)% |
| **Total operating expenses** | **(50,925)** | (48,817) | (2,108) | (4)% |
| **Segment operating income (loss)** | **68,277** | 65,185 | 3,092 | 5% |
| Depreciation and amortization | **(45,578)** | (43,123) | (2,455) | (6)% |
| Interest income (expense), net | **(33,507)** | (34,218) | 711 | 2% |
| Other income (loss), net | **19** | (196) | 215 | 110% |
| Equity in earnings (losses) from unconsolidated ventures | **5,877** | 4,643 | 1,234 | 27% |
| Gain (loss) on sale or disposal of real estate and other assets, net | **—** | 9,979 | (9,979) | (100)% |
| **Segment EBT** | **$(4,912)** | $2,270 | $(7,182) | NM |

NM Not meaningful.

### For the three months ended March 31, 2026:

Operating Assets segment EBT decreased $7.2 million compared to the prior-year period primarily due to the following:

- Gain on sale of real estate decreased $10.0 million primarily due to the sale of two land parcels and a retail space in Ward Village in 2025.

Excluding the impact of the gain on sale in the prior period, EBT increased $2.8 million primarily due to the following:

- Rental revenues, net of Operating costs increased $4.1 million primarily due to increased leasing activity across our portfolio and expiration of rent abatements.

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

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

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

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

*thousands except percentages*

|  | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Operating Assets segment EBT | **$(4,912)** | $2,270 | $(7,182) | NM |
| Add back: |  |  |  |  |
| Depreciation and amortization | **45,578** | 43,123 | 2,455 | 6% |
| Interest (income) expense, net | **33,507** | 34,218 | (711) | (2)% |
| Equity in (earnings) losses from unconsolidated ventures | **(5,877)** | (4,643) | (1,234) | (27)% |
| (Gain) loss on sale or disposal of real estate and other assets, net | **—** | (9,979) | 9,979 | 100% |
| Impact of straight-line rent | **(2,622)** | (1,160) | (1,462) | (126)% |
| Other | **(15)** | 189 | (204) | (108)% |
| **Operating Assets NOI** | **$65,659** | $64,018 | $1,641 | 3% |

NM Not meaningful.

The table below presents Operating Assets NOI by property type:

*thousands except percentages*

|  | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Office | **$33,712** | $32,903 | $809 | 2% |
| Retail | **13,964** | 13,810 | 154 | 1% |
| Multifamily | **16,288** | 15,763 | 525 | 3% |
| Other | **1,695** | 1,542 | 153 | 10% |
| **Operating Assets NOI** | **$65,659** | $64,018 | $1,641 | 3% |

### For the three months ended March 31, 2026:

Operating Assets NOI increased $1.6 million compared to the prior-year period with modest increases across all property types. Performance in Office and Multifamily was impacted by strong leasing activity and expiration of rent abatements across the portfolio.

### Master Planned Communities

**Segment EBT** The following table presents segment EBT for MPC:

*thousands except percentages*

|  | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Master Planned Communities land sales | **$99,573** | $71,642 | $27,931 | 39% |
| Other revenues | **4,026** | 3,525 | 501 | 14% |
| Builder price participation | **8,682** | 9,287 | (605) | (7)% |
| **Total revenues** | **112,281** | 84,454 | 27,827 | 33% |
| Master Planned Communities cost of sales | **(34,742)** | (25,214) | (9,528) | (38)% |
| Operating costs | **(13,135)** | (12,991) | (144) | (1)% |
| **Total operating expenses** | **(47,877)** | (38,205) | (9,672) | (25)% |
| **Segment operating income (loss)** | **64,404** | 46,249 | 18,155 | 39% |
| Depreciation and amortization | **(65)** | (111) | 46 | 41% |
| Interest income (expense), net | **21,712** | 16,786 | 4,926 | 29% |
| Other income (loss), net | **1,860** | — | 1,860 | NM |
| Equity in earnings (losses) from unconsolidated ventures | **(3,535)** | (3,410) | (125) | (4)% |
| Gain (loss) on sale or disposal of real estate and other assets, net | **—** | 3,750 | (3,750) | (100)% |
| **Segment EBT** | **$84,376** | $63,264 | $21,112 | 33% |

NM Not meaningful.

The following table presents MPC segment EBT by MPC:

*thousands except percentages*

|  | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Bridgeland | **$34,734** | $16,792 | $17,942 | 107% |
| Summerlin | **49,413** | 42,089 | 7,324 | 17% |
| Teravalis | **(3,451)** | 1,086 | (4,537) | NM |
| The Woodlands | **780** | 1,222 | (442) | (36)% |
| The Woodlands Hills | **2,900** | 2,075 | 825 | 40% |
| **Segment EBT** | **$84,376** | $63,264 | $21,112 | 33% |

NM Not meaningful.

### For the three months ended March 31, 2026:

MPC segment EBT increased $21.1 million compared to the prior-year period primarily due to the following:

- MPC sales, net of MPC cost of sales increased $18.4 million primarily due to increased residential MPC land sales closed in Bridgeland and an increase in deferred revenue, net of associated deferred costs in Summerlin. These increases were partially offset by a decrease in residential MPC land sales closed in Summerlin. See Master Planned Communities Land Sales and Residential and Commercial Land Sales Closed tables below for additional information on land sales activity in the period.
- Interest income increased $4.9 million primarily due to increased capitalized interest in Bridgeland and Summerlin.

**Master Planned Communities Land Sales** The following table presents the detail of MPC land sales recognized for the three months ended March 31, 2026 and 2025. 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 except percentages*

|  | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | --- |
| Total residential land sales closed | **$85,633** | $69,582 | $16,051 | 23% |
| Total commercial land sales closed | **3,557** | — | 3,557 | NM |
| Net recognized (deferred) revenue: |  |  |  |  |
| Bridgeland | **240** | 312 | (72) | (23)% |
| The Woodlands | **338** | 21 | 317 | NM |
| The Woodlands Hills | **15** | — | 15 | NM |
| Summerlin | **8,355** | (818) | 9,173 | NM |
| Total net recognized (deferred) revenue | **8,948** | (485) | 9,433 | NM |
| Special Improvement District revenue | **1,435** | 2,545 | (1,110) | (44)% |
| Master Planned Communities land sales | **$99,573** | $71,642 | $27,931 | 39% |

NM Not meaningful.

**Residential and Commercial Land Sales Closed** The following tables detail our residential and commercial land sales closed for the three months ended March 31:

| thousands, except acres sold Residential Land Sales Closed Bridgeland | Summary of MPC Land Sales Closed Land Sales 2026 | 2025 | Acres Sold 2026 | 2025 | Average Price Per Acre 2026 | 2025 |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| Single family | **$42,558** | $22,368 | **61.9** | 37.0 | **$688** | $605 |
| **Summerlin** |  |  |  |  |  |  |
| Superpad sites | **22,400** | 45,423 | **12.8** | 29.4 | **1,750** | 1,545 |
| Custom lots | **15,750** | — | **2.2** | — | **7,159** | — |
| **The Woodlands Hills** |  |  |  |  |  |  |
| Single family | **4,925** | 1,791 | **10.1** | 3.8 | **488** | 471 |
| **Total residential land sales closed (a)** | **$85,633** | $69,582 | **87.0** | 70.2 | **$984** | $991 |
| **Commercial Land Sales Closed** |  |  |  |  |  |  |
| **The Woodlands** | **3,557** | — | **5.8** | — | **613** | — |
| **Total commercial land sales closed (a)** | **$3,557** | $— | **5.8** | — | **$613** | $— |

(a) Excludes revenues recognized in the current period which are related to sales closed in prior periods and includes revenues deferred on sales closed in the current period. Please see the summary of MPC land sales table above which reconciles total residential and commercial land sales closed to MPC land sales revenue recognized for the three months ended March 31, 2026 and 2025.

**MPC Land Inventory** The following table summarizes MPC land inventory activity for the three months ended March 31, 2026:

| thousands | Bridgeland | Summerlin | Teravalis | The Woodlands | The Woodlands Hills | Total MPC |
| --- | ---: | ---: | ---: | ---: | ---: | ---: |
| **Balance December 31, 2025** | $522,231 | $1,257,053 | $547,211 | $187,315 | $121,267 | $2,635,077 |
| Development expenditures (a) | 80,750 | 61,489 | 552 | 1,171 | 10,382 | 154,344 |
| MPC Cost of sales | (14,926) | (16,804) | — | (1,007) | (2,005) | (34,742) |
| MUD reimbursable costs (b) | (67,021) | — | — | (292) | (8,614) | (75,927) |
| Other | (16,807) | (6,040) | 72 | (73) | (2,743) | (25,591) |
| **Balance March 31, 2026** | $504,227 | $1,295,698 | $547,835 | $187,114 | $118,287 | $2,653,161 |

(a) Development expenditures are inclusive of capitalized interest and property taxes.

(b) MUD reimbursable costs represent land development expenditures transferred to MUD Receivables.

### Strategic Developments

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

**Segment EBT** Segment EBT for Strategic Developments is presented below:

*thousands except percentages*

|  | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| Condominium rights and unit sales | **$3,134** | $342 | $2,792 | NM |
| Rental revenue | **—** | 59 | (59) | (100)% |
| Other revenues | **1,273** | 453 | 820 | 181% |
| **Total revenues** | **4,407** | 854 | 3,553 | NM |
| Condominium rights and unit cost of sales | **(3,134)** | (242) | (2,892) | NM |
| Operating costs | **(4,434)** | (3,576) | (858) | (24)% |
| Rental property real estate taxes | **(521)** | (548) | 27 | 5% |
| **Total operating expenses** | **(8,089)** | (4,366) | (3,723) | (85)% |
| **Segment operating income (loss)** | **(3,682)** | (3,512) | (170) | (5)% |
| Depreciation and amortization | **(2,057)** | (1,158) | (899) | (78)% |
| Interest income (expense), net | **4,974** | 4,646 | 328 | 7% |
| Other income (loss), net | **(889)** | (1,262) | 373 | 30% |
| Equity in earnings (losses) from unconsolidated ventures | **(4,982)** | 87 | (5,069) | NM |
| **Segment EBT** | **$(6,636)** | $(1,199) | $(5,437) | NM |

NM Not meaningful.

### For the three months ended March 31, 2026:

Strategic Developments segment EBT decreased $5.4 million compared to the prior-year period primarily due to the following:

- Equity earnings decreased $5.1 million due to the recognition of the Company’s share of a loss on sale of land at our West End Alexandria joint venture. See Note 3 - *Investments in Unconsolidated Ventures* in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.

Although the final six units at Ulana Ward Village closed in the current period, condominium sales, net of cost of sales remained flat as this is a workforce tower and closed at a breakeven gross margin as expected. Ulana Ward Village is our second workforce tower and fulfills our current reserved housing guaranty in the community. See Note 10 - *Commitments and Contingencies* in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information on the reserved housing requirements in Ward Village. The next condominium tower, The Park Ward Village, is expected to begin unit closings in the second quarter of 2026.

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

***Completed Condominiums*** Ulana Ward Village was completed in the fourth quarter of 2025, and 690 of the 696 units were closed in 2025. The remaining 6 units closed in the first quarter of 2026.

***Under Construction and Predevelopment Condominiums*** The Company commenced construction on The Launiu in the first quarter of 2026. The following provides further detail for our under construction and predevelopment condominium projects as of March 31, 2026:

| Under construction | Location | Units Closed | Units Under Contract | Total Units | Total % of Units Closed or Under Contract | Completion Date |
| --- | --- | ---: | ---: | ---: | ---: | --- |
| The Park Ward Village | Honolulu, HI | — | 526 | 545 | 97% | Q2 2026 |
| Kalae | Honolulu, HI | — | 309 | 329 | 94% | 2028 |
| The Ritz-Carlton Residences | The Woodlands, TX | — | 85 | 111 | 77% | 2027 |
| The Launiu | Honolulu, HI | — | 357 | 485 | 74% | 2028 |
| **Predevelopment** |  |  |  |  |  |  |
| Melia | Honolulu, HI | — | 153 | 220 | 70% | 2030 |
| ‘Ilima | Honolulu, HI | — | 91 | 148 | 61% | 2030 |

### HHH 2026 FORM 10-Q \| 39

### Corporate Income, Expenses, and Other Items

The following table contains certain corporate-related and other items not related to segment activities and that are not otherwise included within the segment analyses. Variances related to income and expenses included in NOI or EBT are explained within the previous segment discussions. Significant variances for consolidated items not included in NOI or EBT are described below:

*thousands except percentages*

|  | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | ---: |
| General and administrative expenses | **$(25,758)** | $(22,436) | $(3,322) | (15)% |
| Corporate interest expense, net | **(20,306)** | (22,190) | 1,884 | 8% |
| Gain (loss) on extinguishment of debt | **(10,226)** | — | (10,226) | NM |
| Corporate depreciation and amortization | **(940)** | (747) | (193) | (26)% |
| Income tax (expense) benefit | **(2,618)** | (3,436) | 818 | 24% |
| Other | **(4,915)** | (4,688) | (227) | (5)% |
| Total Corporate income, expenses, and other items | **$(64,763)** | $(53,497) | $(11,266) | (21)% |

NM Not meaningful.

### For the three months ended March 31, 2026:

Corporate income, expenses, and other items were unfavorably impacted compared to the prior-year period by the following:

- Loss on extinguishment of debt increased $10.2 million due to payment of the bond call premium and accelerated amortization of related debt issuance costs following the repayment of the $750.0 million 5.375% senior unsecured notes in the first quarter of 2026. Refer to Note 7 - *Mortgages, Notes, and Loans Payable, Net* in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
- General and administrative expenses increased $3.3 million primarily due to $3.8 million in Pershing Square advisory fees in the current period and $3.4 million of legal and consulting fees related to the planned acquisition of Vantage. These increases were partially offset by a decrease in compensation and benefits, including those from the strategic reduction in force in 2025, as well as other cost reduction initiatives.

Corporate income, expenses, and other items were favorably impacted compared to the prior-year period by the following:

- Corporate interest expense, net decreased $1.9 million primarily due to higher interest income in the current period generated from the proceeds related to the Pershing Square Issuance, partially offset by higher interest expense following the issuance of senior unsecured notes in the current period and higher interest expense recognized from the accretion of the liability related to the sale of future MUD receivables.

**Pershing Square Advisory Fees** Pershing Square supports the Company’s new diversified holding company strategy by providing certain investment and advisory services. Starting in the second quarter of 2025, the Company began paying Pershing Square a quarterly advisory fee that includes base and variable components. The variable fee is calculated based on the excess of the quarter-end stock price over a reference price. As such, no variable fee is owed in a period that the quarter-end stock price does not exceed the reference price. Refer to Note 2 - *Pershing Square* in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information on the advisory fee.

The base and variable components of the quarterly advisory fee are detailed below:

| thousands | Three Months Ended March 31, 2026 | 2025 | $ Change | % Change |
| --- | ---: | ---: | ---: | --- |
| Base fee | **$3,786** | $— | $3,786 | NM |
| Variable fee | **—** | — | — | NM |
| Total Pershing Square advisory fee | **$3,786** | $— | $3,786 | NM |

NM Not meaningful.

|  |  |
| --- | --- |
| **MANAGEMENT’S DISCUSSION AND ANALYSIS** | Table of Contents |
| LIQUIDITY AND CAPITAL RESOURCES |  |

### LIQUIDITY AND CAPITAL RESOURCES

We continue to maintain a strong balance sheet and endeavor to ensure that we maintain the financial flexibility and liquidity necessary to fund future growth. As of March 31, 2026, we had $1.8 billion of cash and cash equivalents, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, and $1.1 billion of undrawn lender commitments available to be drawn for property development, subject to certain restrictions.

### Cash Flows

| thousands | Three Months Ended March 31, 2026 | 2025 |
| --- | ---: | ---: |
| Cash provided by (used in) operating activities | $(229,404) | $(224,924) |
| Cash provided by (used in) investing activities | (43,185) | (63,591) |
| Cash provided by (used in) financing activities | 664,714 | 128,064 |

**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 and the timing of condominium and land sale closings. Our operating cash flows consists of the following (1) condominium deposits received from contracted units and proceeds from condominium closings offset by other various cash uses related to condominium development and sales activities, (2) revenues from MPC land sales offset by development costs associated with the land sales business and acquisitions of land that is intended to ultimately be developed and sold, and (3) recurring contractual revenues from operating leases. Operating cash is utilized to fund ongoing development expenditures in our Strategic Developments and MPC segments.

Net cash used in operating activities was $229.4 million in the three months ended March 31, 2026, and $224.9 million in the three months ended March 31, 2025. The $4.5 million increase in net cash used in operating activities was primarily due to an increase in MPC development expenditures, partially offset by an increase in MPC land sales and an increase in cash provided by condominium towers.

**Investing Activities** Net cash used in investing activities was $43.2 million in the three months ended March 31, 2026, and $63.6 million in the three months ended March 31, 2025. The $20.4 million decrease in net cash used in investing activities was primarily due to a decrease in cash used for property development, partially offset by a net increase in cash used for joint venture activity, driven by increased capital contributions to our unconsolidated ventures net of distributions received from unconsolidated ventures.

**Financing Activities** Net cash provided by financing activities was $664.7 million in the three months ended March 31, 2026, and $128.1 million in the three months ended March 31, 2025. The $536.7 million increase in cash provided by financing activities was primarily due to $1.3 billion increase in proceeds from mortgages, notes, and loans payable, primarily related to the issuance of $1.0 billion of new unsecured notes and a $300.0 million five-year mortgage secured by Downtown Summerlin in the current period. These increases were partially offset by a $743.2 million increase in cash used related to principal payments on mortgages, notes, and loans payable, primarily related to the repayment of $750 million of existing unsecured notes in the current period, as well as a $18.5 million increase in deferred financing costs and bond issuance costs related to these transactions.

### Short- and Long-Term Liquidity

**Short-Term Liquidity** In the next 12 months, we expect to continue executing our strategy to transition from a pure-play real estate company to a diversified holding company.

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). We expect our primary uses of cash to include condominium pre-development and development costs, debt principal payments and debt service costs, MPC land development costs, other strategic developments costs, and general operating costs. 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.

In December 2025, we entered into a purchase agreement to acquire Vantage for $2.1 billion in cash consideration. The transaction remains subject to regulatory approvals and other customary closing conditions, and is expected to close in the second quarter of 2026. To support the funding of the acquisition and to allow for an additional equity contribution to Vantage post acquisition to be used for working capital and general corporate purposes, the Company entered into an equity commitment letter with Pershing Square Holdings, Ltd. under which Pershing Square committed to purchase up to $1.0 billion of the Company’s preferred stock, prior to and contingent upon the closing of the Vantage acquisition. The acquisition is expected to be funded through the Company’s cash on hand, and proceeds from the issuance of the preferred stock. We also expect to incur additional transaction-related expenses prior to the closing. We believe we have adequate liquidity to meet these acquisition-related obligations; however, the timing of regulatory approvals and closing conditions may affect the timing of cash outflows associated with the transaction.

**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. Any additional funding beyond those sources listed above would be raised with a mix of construction, bridge, and long-term financings, by entering into joint venture arrangements, as well as future equity raises. We cannot provide assurance that financing arrangements for our properties will be on favorable terms or occur at all, which could have a negative impact on our liquidity and capital resources. In addition, we typically must provide completion guarantees to lenders in connection with their financing for our projects.

The preferred stock issued by HHH to Pershing Square will become convertible into the common stock of Vantage if not redeemed by the end of the seventh fiscal year post-transaction. HHH will receive a series of call options giving it the right but not the obligation to redeem the preferred stock over the next seven years. 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.

**Contractual Cash Obligations and Commitments** The following table aggregates our contractual cash obligations and commitments as of March 31, 2026:

| thousands | Remaining in 2026 | 2027 | 2028 | 2029 | 2030 | Thereafter | Total |
| --- | ---: | ---: | ---: | ---: | ---: | ---: | ---: |
| Mortgages, notes, and loans payable | $573,359 | $569,924 | $272,480 | $1,079,258 | $348,617 | $2,994,626 | $5,838,264 |
| Interest payments (a) | 235,460 | 263,870 | 235,622 | 191,040 | 146,813 | 277,538 | 1,350,343 |
| Ground lease commitments | 300 | 300 | 300 | 300 | 300 | 5,300 | 6,800 |
| Total | $809,119 | $834,094 | $508,402 | $1,270,598 | $495,730 | $3,277,464 | $7,195,407 |

(a) Interest is based on the borrowings that are presently outstanding and current floating interest rates.

**Debt** As of March 31, 2026, the Company had $5.8 billion of outstanding debt and $1.1 billion of undrawn lender commitment available to be drawn for property development, subject to certain restrictions.

On February 17, 2026, HHC, the Company’s wholly owned subsidiary, issued $500.0 million of 5.875% senior unsecured notes due 2032 and $500.0 million of 6.125% senior unsecured notes due 2034. These notes will pay interest semi-annually. HHC used the net proceeds to redeem its outstanding $750.0 million 5.375% senior unsecured notes due 2028, including the payment of premiums, accrued and unpaid interest and expenses related to such redemption, and will use the remaining proceeds for general corporate purposes.

Refer to Note 7 - *Mortgages, Notes, and Loans Payable, Net* in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.

The Company has collateral maintenance obligation for Floreo, its unconsolidated venture. See Note 10 - *Commitments and Contingencies* in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.

***Debt Compliance*** As of March 31, 2026, the Company was not in compliance with certain property-level debt covenants, which did not have a material impact on the Company’s liquidity or its ability to operate these assets. 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.

***Net Debt*** The following table summarizes our Net Debt on a segment basis as of March 31, 2026. The Company revised the definition of its non-GAAP measure, Net Debt, to simplify its calculation and recast the prior period to conform to the new presentation. Under the revised definition, Net Debt excludes the impact of unamortized deferred financing costs and our ownership share of debt of our unconsolidated ventures, whereas prior periods included these amounts. In addition, under the revised definition, Net Debt is reduced only by readily available cash sources, consisting of Cash and cash equivalents. Prior periods included our ownership share of our unconsolidated ventures’ cash and certain receivable balances as liquidity sources, which are excluded under the revised definition.

Net Debt is now defined as Mortgages, notes, and loans payable, excluding the impact of unamortized deferred financing costs, reduced by Cash and cash equivalents available to satisfy such obligations. Management believes the updated definition provides a more meaningful measure of the Company’s leverage by (i) focusing on obligations for which the Company has primary responsibility and control and (ii) using a more conservative measure of liquidity that reflects only readily available cash resources. This change enhances transparency and comparability for investors. Although Net Debt is a non-GAAP financial measure, we believe that such information is useful to our investors and other users of our financial statements as Net Debt and its components are important indicators of our overall liquidity, capital structure, and financial position. However, it should not be used as an alternative to our debt calculated in accordance with GAAP.

| thousands | March 31, 2026 | December 31, 2025 |
| --- | ---: | ---: |
| Operating Assets debt | $2,750,671 | $2,448,784 |
| MPC debt | 161,414 | 163,534 |
| Strategic Developments debt | 626,179 | 481,896 |
| Senior unsecured notes | 2,300,000 | 2,050,000 |
| Unamortized deferred financing costs | (46,968) | (34,386) |
| Mortgages, notes, and loans payable, net | 5,791,296 | 5,109,828 |
| Less: Unamortized deferred financing costs | 46,968 | 34,386 |
| Less: Cash & cash equivalents | (1,835,829) | (1,468,507) |
| Net Debt | **$4,002,435** | **$3,675,707** |

### HHH 2026 FORM 10-Q \| 43

**MARKET RISK AND CONTROLS AND PROCEDURES** Table of Contents

## Market risk

As filed, 2,029 characters.

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

The Company uses derivative instruments to manage its interest rate risk, primarily through the use of interest rate swaps, caps, and collars. The Company had $1.7 billion of variable-rate debt outstanding at March 31, 2026, of which $661.2 million was swapped to a fixed rate through the use of interest rate swaps and $807.7 million had interest rate cap contracts in place. Additionally, the interest rate caps and collars are on construction loans and mortgages with undrawn loan commitment of $95.6 million as of March 31, 2026, which will be covered by the interest rate cap and collar contracts upon drawing. Refer to Note 9 - *Derivative Instruments and Hedging Activities* in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.

As of March 31, 2026, annual interest costs would increase approximately $2.0 million for every 1.00% increase in floating interest rates. The Company is focused on prudently limiting exposure to potentially higher interest rates based upon market dynamics and general expected financing activity. Generally, a significant portion of our interest expense is capitalized due to the level of assets we currently have under development; therefore, the impact of a change in our interest rate on our Condensed Consolidated Statements of Operations would be less than the total change in interest costs, but we would incur higher cash payments and the development costs of our assets would be higher, resulting in greater depreciation or cost of sales in later years.

## Controls and procedures

As filed, 1,532 characters.

### DISCLOSURE CONTROLS AND PROCEDURES

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) that are designed to provide reasonable assurance that information required to be disclosed in our reports to the SEC is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our principal executive officer, principal financial officer, and principal accounting officer, as appropriate, to allow timely decisions regarding required disclosure.

As required by SEC rules, we carried out an evaluation, under the supervision and with the participation of our management, including our principal executive officer, principal financial officer, and principal accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of March 31, 2026, the end of the period covered by this report. Based on the foregoing, our principal executive officer, principal financial officer, and principal accounting officer concluded that our disclosure controls and procedures were effective as of March 31, 2026.

### CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

There were no changes to our internal control over financial reporting that occurred during the period covered by this report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Filed May 7, 2026.
Source: SEC EDGAR, the filing index for accession 0001628280-26-032144. Last ingested by Listed: Oct 24, 2026, 15:16 ET. No prices; not investment advice.