What Howard Hughes Holdings Inc. told the SEC could break it.

Houston-area MPCs and Ward Village (Honolulu) sit in regions exposed to hurricanes, tropical storms, flooding, and sea-level rise, which could damage properties and disrupt development.

“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.”

Properties are concentrated in a limited number of regions — Arizona, Texas, Hawai'i, Nevada, and Maryland — making revenue and asset values vulnerable to local economic conditions and (in Hawai'i and Nevada) tourism cycles.

“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.”

Under a 10-year Services Agreement, HHH pays Pershing Square a quarterly base advisory fee of $3.75M plus a variable fee tied to share price above a $66.15 reference, concentrating strategic direction and control with Pershing Square / Bill Ackman.

“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.”

HHH is pivoting from a pure-play real estate company to a diversified holding company, including a pending $2.1B all-cash acquisition of specialty insurer/reinsurer Vantage Group Holdings (subject to regulatory approval, funded partly by Pershing Square equity commitments).

“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.”