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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(MARK ONE)

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

For the fiscal year ended December 31, 2025

or

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

For the transition period from     to

Commission File Number 001-41779

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

(Address of principal executive offices, including zip code)

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

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

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

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

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

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes ☒ No ☐

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

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

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

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

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

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

As of June 30, 2025, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $2.2 billion based on the closing sale price as reported on the New York Stock Exchange on June 30, 2025, the last trading day of the registrant’s second quarter.

The number of shares of common stock, $0.01 par value, outstanding as of April 22, 2026 was 59,624,689.

DOCUMENTS INCORPORATED BY REFERENCE None in this Amendment No. 1 on Form 10-K/A.

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EXPLANATORY NOTE

This Amendment No. 1 on Form 10-K/A (this “Amendment”) amends the Annual Report on Form 10-K of Howard Hughes Holdings Inc. (the “Company”) for the year ended December 31, 2025, originally filed with the U.S. Securities and Exchange Commission (“SEC”) on February 19, 2026 (the “Original Filing”).

This Amendment is being filed to provide the information required by Items 10 through 14 of Part III of the Annual Report on Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to the Annual Report on Form 10-K, which permits the above-referenced Items to be incorporated in the Annual Report on Form 10-K by reference from a definitive proxy statement, if such definitive proxy statement is filed no later than 120 days after December 31, 2025. At this time, the Company is filing this Amendment to include Part III information in its Annual Report on Form 10-K because the Company does not intend to file a definitive proxy statement within 120 days of December 31, 2025.

The reference on the cover page of the Original Filing to the incorporation by reference of portions of the Company’s definitive proxy statement into Part III of the Original Filing is hereby deleted. Items 10 through 14 of Part III of the Original Filing are hereby amended and restated in their entirety as set forth in this Amendment. In addition, pursuant to Rule 12b-15 under the Securities Exchange Act of 1934, as amended, the Company is including with this Amendment in Item 15 of Part IV certain currently dated certifications under the Sarbanes-Oxley Act of 2002. This Amendment does not amend, update or change any other information presented in the Original Filing.

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Ben Hakim has served as a director since May 2024. Mr. Hakim joined the Pershing Square investment team in 2012 and has served as the President of Pershing Square since June 2024. He is also a member of the board of directors of Pershing Square Inc., President of Pershing Square SPARC Holdings, Ltd., and previously served as President of Pershing Square Tontine Holdings, Ltd. Mr. Hakim was previously a Senior Managing Director at Blackstone Inc., where he worked in the Mergers & Acquisitions group for 13 years. Mr. Hakim received his Bachelor of Science from Cornell University in 1997. As disclosed in a Form 8-K dated April 21, 2026, Mr. Hakim will resign from the Board effective May 7, 2026.*

Ryan Israel has served as a member of our Board and as Chief Investment Officer since May 2025. Mr. Israel joined the Pershing Square investment team in 2009 and has served as the Chief Investment Officer of Pershing Square since August 2022. He is also a member of the board of directors of Pershing Square Inc. He was previously an analyst at The Goldman Sachs Group, Inc. in the Technology, Media and Telecom group. Mr. Israel served as a director of Element Solutions Inc. from October 2013 through January 2019. Mr. Israel received his Bachelor of Science from the Wharton School at the University of Pennsylvania, where he graduated summa cum laude and beta gamma sigma in 2007.

Thom Lachman has served as a director since September 2025. Mr. Lachman is the Chairman and CEO of Duracell, a Berkshire Hathaway company. Duracell is the leading global disposable battery brand in the world with a presence in over 90 countries. Mr. Lachman joined Duracell in 2016 as the North America President and leader of the transition team after Duracell was purchased from Procter and Gamble. He was promoted to Chairman and CEO in 2018. Prior to joining Berkshire Hathaway, Mr. Lachman worked for Procter and Gamble for 33 years. He had varied assignments that provided deep experience in general management, brand management, marketing, sales, acquisition integration and plant operations. His last assignment was President of P&G Canada. During his career at Procter and Gamble, he worked on some of the most well-known and valuable global packaged good brands including Gillette, Tide, Old Spice, Pampers and Cover Girl. Mr. Lachman earned a BS in Chemical Engineering as well as an MBA from Tulane University.

David O’Reilly has served as Chief Executive Officer of the Company since December 2020 and as a member of the Board of Directors since that time. In this role, he leads the Company’s strategy and operations, overseeing one of the nation’s leading platforms for the development of master planned communities and mixed-use real estate, with a focus on long-term value creation and disciplined capital allocation. In his role as Chief Executive Officer, Mr. O’Reilly is leading the execution of the Company’s evolution into a diversified holding company, with a focus on integrating and scaling new operating platforms to drive long-term value creation. Mr. O’Reilly previously served as the Company’s Chief Financial Officer from October 2016 to April 2021 and as its President from June 2020 to November 2020. He was appointed Interim Chief Executive Officer in September 2020 prior to being named Chief Executive Officer and elected to the Board in December 2020. Prior to joining the Company, Mr. O’Reilly served as Executive Vice President and Chief Investment Officer of Parkway Properties, Inc., a NYSE-listed real estate investment trust focused on office properties, from November 2011 to October 2014, and as its Chief Financial Officer from August 2012 to October 2016, including a period as Interim Chief Financial Officer. Earlier in his career, Mr. O’Reilly held senior roles in real estate investment and capital markets, including positions with Banyan Street Capital, Eola Capital LLC, Barclays Capital Inc., and Lehman Brothers. Across these roles, he was involved in a wide range of financial advisory and merger and acquisition activities, including leveraged buyouts, initial public offerings, and commercial mortgage-backed securities transactions. Mr. O’Reilly has served as an independent trustee of Kite Realty Group Trust, a publicly traded REIT, since 2013, and is a member of its Audit Committee and Compensation Committee. Mr. O’Reilly earned a B.S. in Civil Engineering from Tufts University and an M.B.A. from Columbia University.

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Susan Panuccio has served as a director and Chair of our Audit Committee since September 2025. Ms. Panuccio started her professional career with KPMG, and held finance roles at Ansett Australia and AngloGold Ashanti prior to joining News Corporation in 2002. At News Corporation, Ms. Panuccio held a variety of strategic, operational and finance roles in the UK and Australia. She became CFO of News UK in 2008 and CFO of News Corp Australia in 2013, serving on the Board of Foxtel and the ASX listed REA. In 2017 she became CFO of News Corp, a diversified News and Information services company in New York. During her tenure as CFO she oversaw financial strategy during a transformative period marked by the company’s transition towards a digital and subscription led business, which delivered margin expansion, strong share price growth and shareholder returns. In January 2026, Ms. Panuccio joined Howden Group, the global insurance group, as Group Chief Financial Officer and a Board member, as the company pursues its ambitious plans for the future. Ms. Panuccio earned a Bachelor of Business Administration in Accounting and Technology from Ballarat University.

^*  Pursuant to the Shareholder Agreement summarized below, PS Holdco has designated Marc Grandisson, age 58, to fill the vacancy on the Board resulting from Mr. Hakim’s resignation. On April 19, 2026, in connection with Mr. Hakim’s resignation and PS Holdco’s designation of Mr. Grandisson, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Grandisson as a member of the Board effective as of the date and time of Mr. Hakim’s resignation.

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R. Scot Sellers has served as Presiding Director of our Board since May 2025 and as a director since November 2010. Previously, Mr. Sellers served as Chairman of our Board from May 2024 to May 2025. Mr. Sellers brings to the Board the expertise of a 45-year career in the real estate industry. From January 1997 until February 2013, Mr. Sellers served as the Chief Executive Officer of Archstone, one of the world’s largest apartment companies. He also served as Archstone’s Chief Investment Officer from 1995 until January 1997. Under his leadership, Archstone moved from being a mid-sized owner of apartments in secondary and tertiary cities to the largest publicly traded owner of urban high-rise apartments in the nation’s premier cities with a market capitalization of more than $22 billion. During his career, Mr. Sellers has been responsible for the development, acquisition, and operation of over $40 billion of apartment communities in over 50 different cities across the United States. In addition, Mr. Sellers served as the chairman of the National Association of Real Estate Investment Trusts from November 2005 until November 2006 and on the International Board of Directors of Habitat for Humanity from June 2013 through November 2020. He currently serves on the board of two privately held companies: The Irvine Company and Milhaus LLC. Mr. Sellers has also served as Chairman of the Board of the Maui Land and Pineapple (“MLP”) Company, Inc., a publicly-traded master planned community developer, since May 2023, and serves on MLP’s Compensation Committee.

Mary Ann Tighe has served as a director since October 2011. Ms. Tighe has been credited with transforming New York’s skyline during her more than 40 years in the real estate industry. Ms. Tighe has been the Chief Executive Officer of CBRE’s New York Tri-State Region since 2002, a region of 4,400 employees, and served as a director of CBRE in 2013. Ms. Tighe’s deals have anchored more than 14.4 million square feet of new construction in the New York region. From January 2010 through December 2012, Ms. Tighe served as Chair of the Real Estate Board of New York, the first woman to hold this position in its 114-year history and the first broker in 30 years. Ms. Tighe began her real estate career as a broker at the Edward S. Gordon Company, ultimately rising to the position of Vice Chairman of Insignia/ESG, where she was regularly recognized as being among the firm’s top producers. Prior to entering the real estate field, Ms. Tighe served as a Vice President of the American Broadcasting Companies, where she launched the A&E cable channel. Ms. Tighe was also formerly the Deputy Chairman of the National Endowment for the Arts, Arts Advisor to Vice President Walter Mondale, and a staff member of the Smithsonian Institution.

Jean-Baptiste Wautier has served as a director since May 2025. Mr. Wautier is an investor and philanthropist, resident of London, and co-founder of the Wautier Family Office, which was established in 2024. He is currently Chairman of luxury fashion house, GEDEBE, and a non-executive director at the architectural practice, Studio Razavi + Partners, as well as Chair of the Investment Committee at Sci Ventures and Chairman of Aspire. Mr. Wautier has served as a director of Pershing Square Holdings, Ltd., a closed-end investment company, since May 2025. Mr. Wautier is also a Senior Lecturer at Sciences Po University in Paris and an Executive Fellow at Adam Smith’s Panmure House. Mr. Wautier began his career at Arthur Andersen before moving to Morgan Stanley. He then joined private equity firm, IK Partners, in 2000, before moving to BC Partners in 2004, where Mr. Wautier served as Chairman of the Investment Committee and Chief Investment Officer in the United Kingdom between 2013 and 2023. At BC, he co-managed €40 billion of assets, helped raise three flagship funds, and led ten major investments. Mr. Wautier served as a member of the Management Committee in the United Kingdom between 2018 and 2023, before leaving BC Partners in 2024. He also contributes to economic policy discussions through platforms like Les Echos, Fondapol, and the World Economic Forum. Mr. Wautier holds a Master’s (Political Science and Government) and a Master of Science (Industrial Organisation) from Sciences Po and Université Sorbonne Paris Nord, respectively.

Anthony Williams has served as a director since February 2021. Mr. Williams currently serves as the Chief Executive Officer and Executive Director of Federal City Council, a nonprofit organization dedicated to the advancement of civic life in the nation’s capital, a position he has held since April 2012. He also has served as a Senior Advisor with the law firm King & Spalding in its Government Affairs and Public Policy practice group since July 2016. Mr. Williams previously served two terms as the mayor of Washington, D.C. from 1999 to 2007, leading the city’s revitalization, restoring its finances and improving city services. As the independent Chief Financial Officer of the District of Columbia from 1995 to 1998, he worked with local officials, the D.C. Financial Control Board, and the U.S. Congress. He has held various positions in federal, state, and local government, including serving as the first CFO for the U.S. Department of Agriculture, a position to which he was appointed by President Bill Clinton and confirmed by the U.S. Senate. Mr. Williams is a veteran of the U.S. Air Force, a fellow of the National Academy of Public Administration and former President of the National League of Cities, and formerly served as a lecturer and faculty member in Public Management at the Harvard Kennedy School of Government’s Ash Center for Democratic Governance and Innovation. Mr. Williams holds a JD from Harvard Law School, a master’s degree in public policy from the Harvard Kennedy School of Government, and a bachelor’s degree from Yale College, as well as a number of honorary degrees and awards, including the 2020 ULI Prize for Visionaries in Urban Development.

Carlos Olea is the Chief Financial Officer of the Company. He is responsible for overseeing the Company’s investment,accounting and financial strategy, and working with the executive team to unlock meaningful long-term value across the Company’s portfolio. Mr. Olea

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has served in his current role since January 2022. He has been with the Company since 2017 and served as the company’s Chief Accounting Officer from 2019 until 2022, overseeing the financial accounting strategy for the nation’s largest portfolio of MPCs during a time of outstanding growth. Prior to joining the Company, Mr. Olea served as Chief Accounting Officer at Carr Properties, a Washington, D.C.-based owner-operator and developer. Previously, he was a Senior Manager with the Advisory Services practice of Ernst and Young and a Director of Technical Accounting and Financial Reporting with AvalonBay Communities in Arlington, Virginia. Mr. Olea has a Master’s in Real Estate degree with a concentration in finance from Georgetown University, and a B.S. in Accounting and Finance from ITESM, in Mexico.

Joe Valane joined the Company in March 2024 and serves as General Counsel and Secretary. Mr. Valane is responsible for overseeing all legal matters for HHH. Since Q3 2025, Mr. Valane also leads the Culture & People (HR) and governmental affairs functions. Prior to joining the Company, Mr. Valane was General Counsel of Revantage and Shopcore, two Blackstone portfolio companies. In that role, Mr. Valane oversaw large teams responsible for providing legal support as a shared service across Blackstone’s U.S. real estate portfolio, including retail, multifamily, office, logistics, and hospitality asset classes. Previously, Mr. Valane was a Partner at Kleinbard LLC, where he advised a diverse portfolio of corporate clients in equity finance and investment structuring, mergers and acquisitions, and general corporate counseling. Prior to that, Mr. Valane served as a corporate associate at two large law firms. Mr. Valane brings expertise in navigating complex legal and business challenges, building and managing high-performing teams, and implementing legal technology. Mr. Valane received his J.D. from New York University School of Law, and his B.A. in International Affairs from George Washington University, where he graduated summa cum laude and was elected Phi Beta Kappa.

Jim Carman serves as President, Houston Region for Howard Hughes Communities. Previously, he served as Senior Vice President of MPC Commercial Development. He joined the Company in August 2012 to oversee vertical development on projects located within The Woodlands and Bridgeland, both master planned communities in the Houston area. Mr. Carman was responsible for leading multiple teams in the development of the first phase of Hughes Landing, Houston’s premier mixed-use urban center on Lake Woodlands, taking the 66-acre project from conception to completion within three years. Prior to joining the Company, Mr. Carman worked on mixed-use developments in Las Vegas, including Tivoli Village at Queensridge as well as projects located within the 70-acre Hughes Center. Previously, Mr. Carman served as Project Manager for the Ritz-Carlton, Grand Cayman, a $500 million resort complex consisting of seven restaurants, 365 keys, 85 luxury condominiums, and a golf course designed by Greg Norman. Before moving overseas to manage the Ritz-Carlton project, he worked with The Haskell Company, a design-build contractor based in Jacksonville, Florida. Mr. Carman was part of the joint-venture team that constructed the Adrienne Arsht Center for the Performing Arts, a $370 million performance complex in the heart of downtown Miami. Mr. Carman earned a B.S. in Civil Engineering as well as a Master of Engineering in Construction from Texas A&M University.

Doug Johnstone serves as President of the Hawaii Region & National Condominium Development for Howard Hughes Communities, where he oversees asset management, financing, and redevelopment initiatives and all condominiums across HHC’s regions. Mr. Johnstone has spearheaded the growth and development of the 60-acre master planned community, Ward Village, situated in the heart of Honolulu. Under his leadership, this award-winning neighborhood is poised to introduce nearly one million square feet of vibrant retail experiences and thousands of new homes. Prior to his current role, Mr. Johnstone managed value-add redevelopment efforts within the commercial real estate portfolio of Kamehameha Schools. Before that, he held the position of Vice President at the Los Angeles firm Cyburt Hall Partners, where he specialized in opportunistic investments and developments in collaboration with institutional joint venture partners. Born and raised in Honolulu, Mr. Johnstone attended Punahou School and Stanford University, where he obtained a bachelor’s degree in economics with Honors. In addition to overseeing his company’s local charitable partnerships, he is a member of the Hawaii Business Roundtable, Young Presidents’ Organization, Omidyar Fellows, and serves on the board of directors for NAIOP Hawaii and Aloha United Way.

Charley Freericks serves as President of the Phoenix Region for Howard Hughes Communities, where he is responsible for leading the residential and commercial development, leasing, and operations of Teravalis, the Company’s new 37,000-acre master planned community located in the Phoenix West Valley. Mr. Freericks joined the Company in his current role in August 2024. Mr. Freericks has more than 40 years of experience in large-scale community development throughout Arizona. Prior to joining Howard Hughes, Mr. Freericks served as Senior Vice President at Catellus Development Corporation, the master developer of the Novus Innovation Corridor, a 355-acre redevelopment of Arizona State University’s Athletic Facilities District. Before that, he served as an executive at DMB Associates, the Scottsdale-based developer of large- scale, best-in-class planned communities and mixed- use commercial properties. Mr. Freericks graduated with a bachelor’s degree in general business and an MBA from Arizona State University.

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Kristi Smith serves as President of the Maryland Region for Howard Hughes Communities, leading the growth and success of the 14-million-square-foot, mixed-use development plan for Downtown Columbia, and the Company’s efforts to transform the city’s urban core. Prior to joining Howard Hughes in 2023, Ms. Smith served as Executive Vice President in charge of Development for JBG SMITH, a publicly traded, multifamily and office real estate investment trust in the Washington, D.C. market. She oversaw the company’s mixed-use multifamily and commercial projects in top submarkets, including the development of Amazon’s HQ2 in Arlington, VA. Previously, she was an Investment Associate with CIM Group and a Development Executive at Clark Realty Capital. A founding member and co-chair of the JBG SMITH’s Women’s Initiative, Ms. Smith remains dedicated to the advancement of women and overall inclusivity in the workplace. She also serves on the Board of Directors for NAIOP DC | MD. Ms. Smith holds a B.S. in Commerce from the University of Virginia, and an MBA from Northwestern University’s Kellogg School of Management.

Jose Bustamante serves as President, Nevada, for Howard Hughes Communities. Mr. Bustamante joined the Company in his current role in November 2024, and he oversees all development efforts and functions for the Summerlin master planned community in Las Vegas. Mr. Bustamante has over two decades of experience and a strong track record of leading and growing high-performing real estate organizations in the investment and development of large-scale commercial and mixed-use communities. Prior to joining the Company, Mr. Bustamante served as Senior Vice President and Partner at Lincoln Property Company, driving the master planning, development, and stabilization of multifamily, office, life science, and retail properties across Northern California. Before entering the real estate industry in 2005, Jose honorably served as a United States Army Military Intelligence Officer, leading mission-critical operations around the world. Mr. Bustamante earned a Bachelor of Science in Law & Legal Studies from the United States Military Academy at West Point and a Master of Science in Real Estate Development from Columbia University in New York.

Elena Verbinskaya is Chief Accounting Officer for Howard Hughes, responsible for overseeing accounting, financial reporting, treasury, and tax. Prior to joining the Company in 2023, Ms. Verbinskaya served as Vice President of Financial Reporting and Accounting Integration at IPSCO Tubulars Inc., a North American division of TMK Group. She also held the position of Chief Accounting Officer at TMK Group, one of the world’s leading producers and suppliers of steel pipe for the oil and gas industry. Ms. Verbinskaya joined Howard Hughes with more than 20 years of accounting experience. Ms. Verbinskaya holds a masters degree in accounting, analysis and audit from Far Eastern State University. She is also a CPA (Certified Public Accountant, United States of America) and FCCA (Fellow Member of the Association of Chartered Certified Accountants, United Kingdom).

Andrew Davis serves as Chief Operating Officer for Howard Hughes Communities, and is responsible for overseeing investment, capital markets, and other strategic activity for HHC. Mr. Davis also oversees financial planning and is a voting member of the company’s Capital Allocation Committee. Previously, Mr. Davis served as HHC’s Executive Vice President, Investments and Operations. Prior to joining Howard Hughes as an analyst in 2011, Mr. Davis held various positions focused on the monetization of non-performing real estate loans and evaluating venture investments. Mr. Davis holds a BS from The George Washington University and an MBA from Southern Methodist University.

Ralph Ireland serves as Executive Vice President, Strategic Development for Howard Hughes Communities, andis responsible for overseeing projects that comprise HHC’s multi-generational development runway, leading the corporate teams for Design, Construction, and Sustainability. Prior to joining Howard Hughes in 2025, Mr. Ireland was Senior Vice President of Commercial and Residential Development at The Signorelli Company since June 2022, where he was responsible for creating and maintaining the vertical development strategy for each of Signorelli’s land holdings. Prior to that, Mr. Ireland was at Tavistock Development Company, Steiner + Associates, and The Walt Disney Company. Mr. Ireland holds a Bachelor of Arts in Architecture from the University of Cincinnati. He has held leadership roles in the Urban Land Institute and International Council of Shopping Centers and serves on the Advisory Board for Leasecake, a real estate and location management platform used by global restaurant brands including Jersey Mike’s, Tropical Smoothie Café, Dave’s Hot Chicken, and Lettuce Entertain You.

Board Committees

Our Board has four regularly standing committees: Audit; Compensation; Nominating and Corporate Governance; and Technology. The composition and responsibilities of each committee are described below. Each of our committees: (i) operates pursuant to a written charter (available on our website at www.howardhughes.com under the “Investors” tab); (ii) reviews its charter annually; and (iii) evaluates its performance annually. Members will serve on these committees until their resignation or until otherwise determined by the Board.

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Audit Committee

Our Audit Committee consists of Ms. Panuccio, Mr. Eun, and Mr. Wautier, with Ms. Panuccio serving as Chair. All members of the Audit Committee are independent directors. Each member of the Audit Committee is considered financially literate, as defined by the NYSE, and is an independent director in accordance with applicable regulations of the SEC and NYSE. The Board has determined that Ms. Panuccio (Chief Financial Officer (CFO) of Howden Group and former CFO of News Corp) is an “audit committee financial expert” for purposes of SEC rules.

Key responsibilities of our Audit Committee include:

Compensation Committee

Our Compensation Committee consists of Mr. Sellers, Ms. Tighe, and Mr. Williams, with Mr. Sellers serving as Chair. Mr. Israel serves as an Observer of the Compensation Committee. All members of the Compensation Committee are independent directors.

Key responsibilities of our Compensation Committee include:

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr. Lachman, Ms. Tighe, and Mr. Williams, with Mr. Williams serving as Chair. Mr. Hakim serves as an Observer of the Compensation Committee. All members of the Nominating and Corporate Governance Committee are independent directors.

Key responsibilities of our Nominating and Corporate Governance Committee include:

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Technology Committee

Our Technology Committee consists of Mr. Eun, Mr. Lachman, and Mr. Wautier, with Mr. Eun serving as chairman. All members of the Technology Committee are independent directors.

Key responsibilities of our Technology Committee include:

Qualifications for Director Nominees

Subject to the rights set forth in the Shareholder Agreement (summarized below), the Nominating and Corporate Governance Committee (“N&CG”) seeks skilled, experienced, and knowledgeable candidates with relevant and diverse backgrounds. The N&CG considers a number of factors in its evaluation of director candidates, including their specific experience, qualifications, attributes, and skills in light of the Company’s business and structure. The N&CG is responsible for recommending the nomination of those incumbent directors it deems appropriate for reelection to the Board and, if applicable, recommending the reappointment to any committees of the Board on which such director serves. The N&CG is also responsible for evaluating potential successors to the chairman of the Board and each Board committee.

While the N&CG has not established specific criteria relating to a candidate’s age, education, experience level or skills, qualified candidates are expected to have strong business expertise and, in particular, experiences and expertise with regard to one or more of the following: operations, real estate development and management, marketing, capital markets, financial expertise and reporting, risk management, insurance, and/or technology. The independence of the nominee, availability for service to the Company (including any potential conflicts of interest), age of the incumbent directors on the Board, and the Board’s anticipated needs with regard to director expertise. The N&CG strongly believes that diversity of background, skills, and experience is critical to the long-term success of the Company and recognizes the importance of maintaining a Board with a broad scope of backgrounds that will expand the views and experiences available to the Board in its deliberations. Accordingly, the N&CG is committed to considering diverse candidates with diverse backgrounds for the Board, in all director candidate searches. As such, the N&CG strives to identify and interview such individual candidates in its evaluation of director candidates. We believe that our N&CG has been successful in these efforts.

Pursuant to the Shareholder Agreement, dated May 5, 2025, by and between the Company, PS Holdco and Pershing Square, so long as PS Holdco, Pershing Square and their respective affiliates beneficially own at least 17.5% of the outstanding shares of Company 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, rounded up. If such ownership is less than 17.5% but at least 10% of the outstanding shares, the number of Board members subject to this nomination right would be reduced to 10% of the total number of members of the Board, rounded up. Messrs. Ackman, Israel, Grandisson, and Hakim have been nominated pursuant to these rights.

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Director Candidate Recommendations by Stockholders

The Nominating and Corporate Governance Committee will consider recommendations of potential candidates from stockholders based on the same criteria as a candidate identified by the Nominating and Corporate Governance Committee. To recommend a candidate, a stockholder must provide notice to the Company. The notice must include the following:

To be timely, the notice (including a notice recommending a director candidate) must be delivered to the above address no earlier than the close of business 120 days nor later than the close of business 90 days prior to the first anniversary date of the preceding year’s annual meeting. The notice must describe the stockholder proposal in reasonable detail and provide certain other information required by the Company’s amended and restated bylaws.

In addition to the notice and informational requirements contained in our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the company’s nominees for the annual meeting of stockholders must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act no later than 60 calendar days before the anniversary of the prior year’s annual stockholders meeting. If the date of an annual stockholders meeting changes by more than 30 calendar days from the date of the prior year’s annual meeting of stockholders, such notice must instead be provided by the later of 60 calendar days prior to the date of the annual meeting or the 10th calendar day following public announcement by the Company of the date of such Annual Meeting.

Communications with the Board of Directors

Any stockholder or other interested party may communicate with the Board, any Board committee, the non- management directors or any individual director. All written communications must identify the recipient and the author and be sent by certified mail to the Company’s principal executive offices at: Howard Hughes Holdings Inc., 9950 Woodloch Forest Drive, Suite 1100 The Woodlands, Texas 77380 Attention: Corporate Secretary. The Corporate Secretary will act as agent for the directors in facilitating these communications.

Code of Business Conduct and Ethics

The Company has adopted a code of business conduct and ethics applicable to the Company’s directors and a code of business conduct and ethics applicable to the Company’s officers and other employees, each of which can be found on the Company’s website at investor.howardhughes.com/documents. You may also obtain a copy of these codes upon written request sent to the Company’s Corporate Secretary at its principal executive office.

The purpose of these codes is to, among other things, affirm the Company’s commitment to the highest standards of business conduct and ethics, integrity and attendant compliance reporting in accordance with all applicable laws. The codes set forth a common set of values and standards to which all the Company’s directors, officers and employees are expected to adhere. The Company will post information regarding any amendment to, or waiver from, its codes of business conduct and ethics on its website under the “Investors” tab as required by applicable law.

Insider Trading Policy

The Company has insider trading policies and procedures that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and NYSE listing standards and govern the buying and selling of securities of the Company and its subsidiaries

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by directors, officers, and employees, and related persons, as well as by the Company itself. A copy of our Insider Trading Policy was filed with the Company’s FY2025 Annual Report on Form 10-K as Exhibit 19.1.

Hedging/Pledging Policy

The Company’s insider trading policy includes a prohibition on hedging or pledging our securities. Executive officers are not permitted to be a party to hedging transactions to ensure their objectives and risk remain aligned with those of our stockholders. In addition, executive officers may not pledge as collateral any securities of the Company. By virtue of his position as CEO of Pershing Square Capital Management, L.P., Mr. Ackman may be deemed to be the beneficial owner of securities held by Pershing Square, its affiliates and the Pershing Square Funds. Mr. Ackman is exempt from prohibitions on hedging or pledging in the policy solely in connection with any hedging or swap transactions based on derivatives of Company Securities entered into by Pershing Square, its affiliates and the Pershing Square Funds.

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Equity Grant Practices

Generally, equity grants to executives and other employees have been approved at regularly scheduled Compensation Committee meetings, except for special situations such as new hire grants. Since we became a standalone public company in 2010 in connection with our spinoff from GGP, our annual grants to executives and employees (including in fiscal 2024) have been reviewed by the Compensation Committee at its first regularly scheduled meeting during the applicable year. The regular Compensation Committee meeting schedule is typically set at least a year in advance, with meetings to approve annual equity grants to executives and employees held in late-January or early-February. The annual grants are typically approved by the Committee at its first annual meeting; however, the Compensation Committee may further evaluate proposed grant amounts and/or terms prior to approving via written consent or at a reconvened meeting held in February. Additionally, specific grants may be made at other Committee meetings to recognize an employee’s promotion, change in responsibility or specific achievement, or to achieve other key compensation objectives, such as retention. We do not time material non-public information (“MNPI”) disclosure for purposes of affecting the value of executive compensation. We do not take MNPI into account when determining the timing and terms of awards. At the time equity grant decisions are made, the Compensation Committee may be aware of the earnings results, but it does not adjust the size or the mix of grants to reflect possible market reaction.

In addition, restricted stock grants do not accrue or pay dividends or dividend equivalents prior to vesting.

Delinquent Section 16(a) Reports

Compliance with Section 16(a) of the Exchange Act requires the Company’s directors and executive officers, and persons who own more than 10% of a registered class of its equity securities, to file reports of ownership and changes in ownership with the SEC. These reporting persons are required by SEC rules to furnish the Company with copies of all Section 16(a) forms they file.

Based solely on a review of the copies of such forms furnished to the Company, the Company believes that during the fiscal year ended 2025, all Section 16(a) filing requirements applicable to its directors, executive officers and greater than 10% stockholders were in compliance with Section 16(a), except for: (i) two Form 3 filed late by each of Susan Panuccio (Director) and Thomas Lachman (Director) following delays in obtaining their respective Edgar codes during the federal government shutdown in October 2025 and (b) one Form 4 filed late by Anthony Williams (Director).

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into a time-based restricted stock award covering a number of shares of HHH common stock, based on actual achievement of the performance metrics applicable to the award as of the distribution date, and will continue to be subject to the original vesting period based on the holder’s continued service with HHH; and (iii) each performance-based restricted stock award with vesting based on achievement of HHH NAV per share or adjusted NAV that was held by an HHH employee was converted into an award covering shares of HHH common stock and will continue to be subject to the same terms and conditions following the effective time as applied to such award prior to the effective time of the Separation, subject to adjustment of the applicable performance goals and/or performance calculation methodology in order to reflect the Separation ((i), (ii), and (iii), collectively, the “Spinoff Award Adjustments”). The amounts set forth on the table above and, unless the context otherwise indicates, elsewhere in this Amendment, reflect the Spinoff Award Adjustments.

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NONQUALIFIED DEFERRED COMPENSATION

The following table sets forth information regarding the contributions and earnings credited to the accounts of the NEOs under the nonqualified deferred compensation plan in 2025 and plan balances as of December 31, 2025. The nonqualified deferred compensation plan was established in 2015. Although the Company has the flexibility to make discretionary contributions to the nonqualified deferred compensation plan, it has not made any such contributions. Each participant’s deferral account in the plan is credited or debited for gains and losses associated with his or her account’s notional (not actual) investment in investment options selected by the participant from a menu established from time to time by the Board (or a committee thereof). Participants are not provided with above-market or preferential earnings on their deferral accounts and are only entitled to receive distributions of their account balances in accordance with their deferral elections in effect from time to time and the terms of the plan.

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POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

The following table reflects the estimated compensation and other benefits payable to each NEO (other than Mr. Cross) upon termination of employment, including in connection with a “change in control” of the Company.

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The amounts shown in the table assume that the triggering event was effective as of December 31, 2025, and that the price of our common stock on which certain of the calculations are based was the closing price of $79.77 per share on December 31, 2025, the last trading day of the year. These amounts are estimates of the incremental amounts and benefits that would be payable to each NEO upon each triggering event. The actual amounts to be paid out can only be determined at the time of the triggering event, if any. The table does not include amounts that would be payable to Messrs. Olea and Valane under each of their employment agreements in the event of termination due to the Company’s non-renewal of such employment agreements after the expiration of the initial term because (i) in the case of Mr. O’Reilly, his term was extended to December 31, 2028 in connection with the April 2025 Employment Agreement Amendments, and (ii) in the case of Messrs. Olea and Valane, none of the employment agreements had expired as of December 31, 2025. Neither Mr. Davis nor Mr. Johnstone have entered into employment agreements with the Company. Mr. Cross ceased to be an executive officer of, and retired from, the Company effective June 30, 2025. For additional information, see “Employment Agreements and Arrangements with the NEOs.”