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Item 2 — Management's Discussion and Analysis
Howard Hughes Holdings Inc. · 10-Q · Q2 FY2026 · Period ended Jun 30, 2026
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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.
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.
Index Page
Forward-Looking Information 47
Overview 49
Results of Operations 51
Operating Assets 52
Master Planned Communities 54
Strategic Developments 57
Corporate Income, Expenses, and Other Items 59
Liquidity and Capital Resources 62
Critical Accounting Policies and Estimates 66
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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). We intend these statements to be covered by the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future performance, or business, and are not guarantees of performance. 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, and actual results may differ materially from those contemplated by such forward-looking statements.
Forward-looking statements include statements regarding:
– the changes to our strategy following the closing of the May 2025 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 and recently-completed 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
– risks related to our insurance and reinsurance business, including underwriting, reserving, catastrophe, reinsurance, capital, liquidity, and regulatory risks
– 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 strategy of becoming a diversified holding company
–our ability to identify and consummate transactions as part of our 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 integrate Vantage’s insurance and reinsurance business into our operations, and realize the financial and strategic benefits currently anticipated from such acquisition
–our ability to realize the anticipated benefits of recent transactions, including the May 2025 transactions with Pershing Square and the spinoff of Seaport Entertainment Group Inc. 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 impacting the real estate and insurance and reinsurance businesses, including but not limited to inflation and changes in interest rates
–changes in trade policies, including tariffs, 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
–our ability to compete effectively, including the potential impact of heightened competition for tenants and potential decreases in occupancy at our properties
–extreme weather conditions, climate change, natural disasters, pandemics or other catastrophes, that may cause property damage or interrupt our real estate or insurance or reinsurance business
–losses that are not insured or exceed the applicable insurance limits as well as insufficient reserves for losses
–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
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MANAGEMENT’S DISCUSSION AND ANALYSIS Table of Contents
–regulation of the portions of our business that are dedicated to the formation and sale of condominiums or insurance and reinsurance, as applicable, including obtaining government permits necessary for the development of our properties
–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
–insufficient reserves for insurance claims and claim expenses due to the impact of social inflation or other factors
–greater-than-expected loss ratios on business written by Vantage
–Vantage’s ability to accurately assess underwriting risk and establish adequate premium rates
–decreases in pricing for property and casualty reinsurance and insurance
–Vantage’s ability to purchase adequate reinsurance
–Vantage’s ability to maintain financial strength ratings
–material variation of analytical models used in decision making from actual results
–Vantage’s ability to comply with insurance and tax laws and regulations and other regulatory challenges, including to obtain licenses or admittance in additional jurisdictions to develop its business;
–inherent risks related to disruption of information technology networks and related systems, including cyber security attacks on us or our vendors
–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 dependence on the operations and funds of our subsidiaries, including The Howard Hughes Corporation and Vantage; 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, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2025.
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. 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.
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MANAGEMENT’S DISCUSSION AND ANALYSISOVERVIEW Table of Contents
OVERVIEW
Description of Business
Overview Howard Hughes Holdings Inc. (HHH or the Company) is a holding company that owns subsidiaries engaged in various diverse business activities. These include 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, and a specialty insurance and reinsurance subsidiary, which provides property, casualty, and specialty insurance and reinsurance.
Vantage Acquisition On June 4, 2026, Howard Hughes Insurance Holdings, LLC, a wholly owned subsidiary of the Company, completed the acquisition of 100% of the outstanding shares of capital stock of Vantage Group Holdings, Ltd., a privately held specialty insurance and reinsurance company, for cash consideration of approximately $2.1 billion (Vantage Acquisition). References to "Vantage" herein refer to Howard Hughes Insurance Holdings, LLC and its consolidated insurance and reinsurance subsidiaries acquired in the Vantage Acquisition, unless the context otherwise requires. Also on June 4, 2026, to support the funding of the Vantage Acquisition, the Company issued $1.0 billion of its Series A Preferred Stock to Pershing Square Holdings, Ltd. See Note 2 - Vantage Acquisition and Note 3 - Pershing Square in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information. The accompanying Condensed Consolidated Financial Statements reflect the assets acquired, liabilities assumed, and results of operations of Vantage beginning on the acquisition date. Accordingly, the Company's results for the three and six months ended June 30, 2026 include Vantage's results only for the period subsequent to the acquisition date.
Vantage operates in the United States (U.S.) and Bermuda. Vantage writes insurance business in the U.S. on both an admitted and excess and surplus basis, and writes specialty insurance and reinsurance business in Bermuda on a worldwide basis. Insurance product lines offered by its U.S. insurance subsidiaries include casualty, property, professional liability, financial lines, healthcare, construction, and political risk and credit. Insurance products offered by its Bermuda subsidiary include financial and professional lines and healthcare and excess casualty. Vantage’s reinsurance operations include specialty, property and casualty, financial lines, and property catastrophe. Vantage also earns net investment income and net fee income. The acquisition diversifies our portfolio and is expected to provide recurring premium and fee-based revenues and investment income over time.
Segments Due to the recent timing of the Vantage Acquisition, the Company is continuing to evaluate the acquired operations, including the manner in which the chief operating decision maker reviews financial information and allocates resources. Accordingly, the results of the acquired business have not yet been separately reflected within the Company’s segment reporting disclosures as of June 30, 2026. The Company expects to finalize its segment reporting assessment as integration activities progress. We have separately disclosed the impact of Vantage on consolidated results below to enable investors to understand the contribution of the acquisition to the period.
We continue to operate 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.
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 non-GAAP to GAAP financial measures and statements indicating why management believes these non-GAAP financial measures provide useful information for investors.
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MANAGEMENT’S DISCUSSION AND ANALYSISOVERVIEW Table of Contents
Second Quarter 2026 Highlights
Comparison of the three months ended June 30, 2026, to the three months ended June 30, 2025
Total Company
–Net income attributable to common stockholders increased to income of $158.4 million in the current quarter, compared to a loss of $12.1 million in the prior-year period. This increase was primarily driven by condominium sales at The Park Ward Village, gains on the sale of two multifamily properties in the current period, and an increase in MPC EBT attributable to changes in deferred revenue and an increase in residential land sales closed in Summerlin. These increases were partially offset by a net loss attributable to Vantage following the completion of the Vantage Acquisition in the current period.
–We continue to maintain a strong liquidity position with $2.6 billion of cash and cash equivalents, including cash held at Vantage, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, $970.3 million of undrawn lender commitments available to be drawn for property development, subject to certain restrictions, and limited near-term debt maturities, all as of June 30, 2026.
Operating Assets
–Operating Assets NOI totaled $68.5 million in the current quarter, a $1.6 million increase compared to $66.9 million in the prior-year period.
–Operating Assets results reflect modest increases across all property types driven by strong leasing activity and expiration of rent abatements.
–In the second quarter of 2026, the Company completed the sale of two multifamily properties in The Woodlands, resulting in a gain of $51.8 million.
MPC
–MPC EBT totaled $134.7 million in the current quarter, a $32.3 million increase compared to $102.4 million in the prior-year period.
–The increase in EBT was primarily due to changes in deferred revenue, net of associated deferred costs, an increase in SID bond assumptions, and residential MPC land sales closed in Summerlin.
Strategic Developments
–Strategic Developments EBT totaled $126.6 million in the current quarter, a $125.6 million increase compared to $1.0 million in the prior-year period.
–The increase in EBT was primarily due to the closing of 527 units at The Park Ward Village in the current quarter.
Corporate Income, Expenses, and Other Items
–Corporate income, expenses, and other items, excluding the Vantage pre-tax net loss discussed below, included an increase in net expenses of $8.8 million primarily due to an increase in income tax expense and a net increase in general and administrative expenses, primarily related to Vantage Acquisition transaction costs, partially offset by a decrease in compensation and benefit costs related to the strategic reduction in force in 2025. These increases in expenses were partially offset by a reduction in loss on sale of MUD receivables.
–Net income includes a pre-tax net loss of $20.8 million related to the post-acquisition activity of Vantage. This includes a net investment loss of $38.3 million, primarily attributable to unrealized losses on equity securities and realized losses on the sale of fixed maturity securities. Without the impact of the net investment loss, Vantage generated pre-tax net income of $17.5 million in the post-acquisition period. Refer to the Vantage Post-Acquisition Results section below for further discussion of this activity.
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MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of Contents
RESULTS OF OPERATIONS
Comparison of the six months ended June 30, 2026, to the six months ended June 30, 2025
Net income attributable to common stockholders increased $168.2 million to $166.6 million in the six months ended June 30, 2026, compared to a loss of $1.6 million in the prior-year period.
–Strategic Developments EBT increased $120.2 million, primarily due to the closing of condominium units at The Park Ward Village in the current period, partially offset by a decrease in equity earnings related to the recognition of the Company’s share of a loss on sale of land at our West End Alexandria joint venture.
–MPC EBT increased $53.4 million, primarily due to changes in deferred revenue, net of associated deferred costs and an increase in SID bond assumptions in Summerlin, increases in residential MPC land sales closed in Bridgeland and The Woodlands Hills, and increases in commercial MPC land sales closed in The Woodlands and Bridgeland.
–Operating Assets EBT increased $33.5 million primarily due to an increase in gain on sale of real estate and an increase in rental revenues, net of operating costs due to increased leasing activity across our portfolio, partially offset by an increase in depreciation and amortization.
–Net income includes a pre-tax net loss of $20.8 million related to the post-acquisition activity of Vantage. This includes a net investment loss of $38.3 million, primarily attributable to unrealized losses on equity securities and realized losses on the sale of fixed maturity securities. Without the impact of the net investment loss, Vantage generated pre-tax net income of $17.5 million in the post-acquisition period. Refer to the Vantage Post-Acquisition Results section below for further discussion of this activity.
–Corporate income, expenses, and other items, excluding the Vantage pre-tax net loss discussed above, included an increase in net expenses of $20.0 million, primarily due to an increase in income tax expense, recognition of a loss on extinguishment of debt, and a net increase in general and administrative expenses, primarily related to Vantage Acquisition transaction costs and Pershing Square advisory fees, partially offset by a decrease in compensation and benefit costs related to the strategic reduction in force in 2025. These increases in expenses were partially offset by a reduction in loss on sale of MUD receivables.
Refer to the Second Quarter 2026 Highlights section above for information on the variances for the three months ended June 30, 2026.
See segment discussions for more detail about the changes described above.
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MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of Contents
Operating Assets
Segment EBT Segment EBT for Operating Assets is presented below:
Three Months Ended June 30, Six Months Ended June 30,
thousands except percentages 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Rental revenue $ 114,200 $ 111,118 $ 3,082 3 % $ 227,749 $ 219,472 $ 8,277 4 %
Other revenues 5,760 5,328 432 8 % 11,413 10,976 437 4 %
Total revenues 119,960 116,446 3,514 3 % 239,162 230,448 8,714 4 %
Operating costs (36,104) (34,175) (1,929) (6) % (71,381) (68,397) (2,984) (4) %
Rental property real estate taxes (14,293) (14,750) 457 3 % (30,000) (29,501) (499) (2) %
(Provision for) recovery of doubtful accounts (123) (542) 419 77 % (64) (386) 322 83 %
Total operating expenses (50,520) (49,467) (1,053) (2) % (101,445) (98,284) (3,161) (3) %
Segment operating income (loss) 69,440 66,979 2,461 4 % 137,717 132,164 5,553 4 %
Depreciation and amortization (52,028) (42,305) (9,723) (23) % (97,606) (85,428) (12,178) (14) %
Interest income (expense), net (37,873) (34,173) (3,700) (11) % (71,380) (68,391) (2,989) (4) %
Other income (loss), net (527) 634 (1,161) (183) % (508) 438 (946) NM
Equity in earnings (losses) from unconsolidated ventures 794 (325) 1,119 NM 6,671 4,318 2,353 54 %
Gain (loss) on sale or disposal of real estate and other assets, net 51,800 (1) 51,801 NM 51,800 9,978 41,822 NM
Gain (loss) on extinguishment of debt (413) (307) (106) (35) % (413) (307) (106) (35) %
Segment EBT $ 31,193 $ (9,498) $ 40,691 NM $ 26,281 $ (7,228) $ 33,509 NM
NM Not meaningful.
For the three months ended June 30, 2026:
Operating Assets segment EBT increased $40.7 million compared to the prior-year period primarily due to the following:
–Gain on sale of real estate increased $51.8 million primarily due to the sale of two multifamily properties in The Woodlands in 2026.
This increase to EBT was partially offset by the following:
–Depreciation and amortization increased $9.7 million primarily due to accelerated depreciation of a Ward Village retail property which was decommissioned in the current quarter to allow for the construction of future condo towers.
For the six months ended June 30, 2026:
Operating Assets segment EBT increased $33.5 million compared to the prior-year period primarily due to the following:
–Gain on sale of real estate increased $41.8 million primarily due to the sale of two multifamily properties in The Woodlands in 2026, compared to the sale of two land parcels and a retail space in Ward Village in 2025.
–Rental revenues, net of Operating costs increased $5.3 million primarily due to increased leasing activity across our portfolio and expiration of rent abatements.
These increases to EBT were partially offset by the following:
–Depreciation and amortization increased $12.2 million primarily due to accelerated depreciation of a Ward Village retail property which was decommissioned in the current quarter to allow for the construction of future condo towers.
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.
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MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of Contents
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.
Three Months Ended June 30, Six Months Ended June 30,
thousands except percentages 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Operating Assets segment EBT $ 31,193 $ (9,498) $ 40,691 NM $ 26,281 $ (7,228) $ 33,509 NM
Add back:
Depreciation and amortization 52,028 42,305 9,723 23 % 97,606 85,428 12,178 14 %
Interest (income) expense, net 37,873 34,173 3,700 11 % 71,380 68,391 2,989 4 %
Equity in (earnings) losses from unconsolidated ventures (794) 325 (1,119) NM (6,671) (4,318) (2,353) (54) %
(Gain) loss on sale or disposal of real estate and other assets, net (51,800) 1 (51,801) NM (51,800) (9,978) (41,822) NM
(Gain) loss on extinguishment of debt 413 307 106 35 % 413 307 106 35 %
Impact of straight-line rent (1,015) (373) (642) (172) % (3,637) (1,533) (2,104) (137) %
Other 600 (384) 984 NM 585 (195) 780 NM
Operating Assets NOI $ 68,498 $ 66,856 $ 1,642 2 % $ 134,157 $ 130,874 $ 3,283 3 %
NM Not meaningful.
The table below presents Operating Assets NOI by property type:
Three Months Ended June 30, Six Months Ended June 30,
thousands except percentages 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Office $ 36,165 $ 35,159 $ 1,006 3 % $ 69,877 $ 68,062 $ 1,815 3 %
Retail 13,890 13,394 496 4 % 27,854 27,204 650 2 %
Multifamily 15,557 15,264 293 2 % 30,255 29,259 996 3 %
Other 1,713 1,431 282 20 % 3,408 2,973 435 15 %
Dispositions (a) 1,173 1,608 (435) (27) % 2,763 3,376 (613) (18) %
Operating Assets NOI $ 68,498 $ 66,856 $ 1,642 2 % $ 134,157 $ 130,874 $ 3,283 3 %
(a)Properties that were sold are shown separately for all periods presented.
Operating Assets NOI increased $1.6 million for the three months ended June 30, 2026, and $3.3 million for the six months ended June 30, 2026, compared to the prior-year periods with modest increases across all property types primarily driven by strong leasing activity and expiration of rent abatements.
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MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of Contents
Master Planned Communities
Segment EBT The following table presents segment EBT for MPC:
Three Months Ended June 30, Six Months Ended June 30,
thousands except percentages 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Master Planned Communities land sales $ 170,936 $ 125,041 $ 45,895 37 % $ 270,509 $ 196,683 $ 73,826 38 %
Builder price participation 6,868 14,138 (7,270) (51) % 15,550 23,425 (7,875) (34) %
Other revenues 3,936 4,522 (586) (13) % 7,962 8,047 (85) (1) %
Total revenues 181,740 143,701 38,039 26 % 294,021 228,155 65,866 29 %
Master Planned Communities cost of sales (59,057) (45,178) (13,879) (31) % (93,799) (70,392) (23,407) (33) %
Operating costs (11,333) (12,516) 1,183 9 % (24,468) (25,507) 1,039 4 %
Total operating expenses (70,390) (57,694) (12,696) (22) % (118,267) (95,899) (22,368) (23) %
Segment operating income (loss) 111,350 86,007 25,343 29 % 175,754 132,256 43,498 33 %
Depreciation and amortization (110) (88) (22) (25) % (175) (199) 24 12 %
Interest income (expense), net 24,012 18,107 5,905 33 % 45,724 34,893 10,831 31 %
Other income (loss), net — 35 (35) (100) % 1,860 35 1,825 NM
Equity in earnings (losses) from unconsolidated ventures (569) (1,649) 1,080 65 % (4,104) (5,059) 955 19 %
Gain (loss) on sale or disposal of real estate and other assets, net — — — NM — 3,750 (3,750) (100) %
Segment EBT $ 134,683 $ 102,412 $ 32,271 32 % $ 219,059 $ 165,676 $ 53,383 32 %
NM Not meaningful.
The following table presents MPC segment EBT by MPC:
Three Months Ended June 30, Six Months Ended June 30,
thousands except percentages 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Bridgeland $ 23,244 $ 21,371 $ 1,873 9 % $ 57,978 $ 38,163 $ 19,815 52 %
Summerlin 107,896 83,235 24,661 30 % 157,309 125,324 31,985 26 %
Teravalis (1,588) (1,820) 232 13 % (5,039) (734) (4,305) NM
The Woodlands 72 (2,309) 2,381 103 % 852 (1,087) 1,939 178 %
The Woodlands Hills 5,059 1,935 3,124 161 % 7,959 4,010 3,949 98 %
Segment EBT $ 134,683 $ 102,412 $ 32,271 32 % $ 219,059 $ 165,676 $ 53,383 32 %
NM Not meaningful.
For the three months ended June 30, 2026:
MPC segment EBT increased $32.3 million compared to the prior-year period primarily due to the following:
–MPC sales, net of MPC cost of sales increased $32.0 million primarily due to increases in Summerlin related to changes in deferred revenue, net of associated deferred costs, an increase in SID bond assumptions, and an increase in residential MPC land sales, as well as an increase in residential MPC land sales closed in The Woodlands Hills. 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 $5.9 million primarily due to increased capitalized interest in Bridgeland and Summerlin.
–Builder price participation decreased $7.3 million as fewer homes were closed with sales prices over the predetermined breakpoint necessary for participation revenue, primarily in Summerlin.
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MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of Contents
For the six months ended June 30, 2026:
MPC segment EBT increased $53.4 million compared to the prior-year period primarily due to the following:
–MPC sales, net of MPC cost of sales increased $50.4 million primarily due to increases in Summerlin related to changes in deferred revenue, net of associated deferred costs and an increase in SID bond assumptions, as well as an increase in residential MPC land sales closed in Bridgeland and The Woodlands Hills, and increases in commercial MPC land sales closed in The Woodlands and Bridgeland.
–Interest income increased $10.8 million primarily due to increased capitalized interest in Bridgeland and Summerlin.
–Builder price participation decreased $7.9 million as fewer homes were closed with sales prices over the predetermined breakpoint necessary for participation revenue, primarily in Summerlin and Bridgeland.
Master Planned Communities Land Sales The following table presents the detail of MPC land sales recognized for the three and six months ended June 30, 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.
Three Months Ended June 30, Six Months Ended June 30,
thousands except percentages 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Total residential land sales closed $ 156,701 $ 149,148 $ 7,553 5 % $ 242,334 $ 218,730 $ 23,604 11 %
Total commercial land sales closed 5,426 — 5,426 NM 8,983 — 8,983 NM
Net recognized (deferred) revenue:
Bridgeland 681 1,064 (383) (36) % 921 1,376 (455) (33) %
The Woodlands 102 — 102 NM 440 21 419 NM
The Woodlands Hills — — — NM 15 — 15 NM
Summerlin 713 (25,333) 26,046 103 % 9,068 (26,151) 35,219 135 %
Total net recognized (deferred) revenue 1,496 (24,269) 25,765 106 % 10,444 (24,754) 35,198 142 %
Special Improvement District revenue 7,313 162 7,151 NM 8,748 2,707 6,041 NM
Master Planned Communities land sales $ 170,936 $ 125,041 $ 45,895 37 % $ 270,509 $ 196,683 $ 73,826 38 %
NM Not meaningful.
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MANAGEMENT’S DISCUSSION AND ANALYSISRESULTS OF OPERATIONS Table of Contents
Residential and Commercial Land Sales Closed The following tables detail our residential and commercial land sales closed for the three and six months ended June 30, 2026 and 2025:
Three Months Ended June 30,
Land Sales Acres Sold Average Price Per Acre
thousands except acres sold 2026 2025 2026 2025 2026 2025
Residential Land Sales Closed
Bridgeland
Single family $ 22,683 $ 26,121 30.2 40.3 $ 751 $ 648
Summerlin
Superpad sites 126,069 106,433 73.1 64.6 1,725 1,648
Custom lots — 14,700 — 1.9 — 7,737
The Woodlands Hills
Single family 7,949 1,894 16.4 3.7 485 512
Total residential land sales closed (a) $ 156,701 $ 149,148 119.7 110.5 $ 1,309 $ 1,350
Commercial Land Sales Closed
Bridgeland $ 2,176 $ — 2.0 — $ 1,088 $ —
The Woodlands 3,250 — 2.0 — 1,625 —
Total commercial land sales closed (a) $ 5,426 $ — 4.0 — $ 1,357 $ —
Six Months Ended June 30,
Land Sales Acres Sold Average Price Per Acre
thousands except acres sold 2026 2025 2026 2025 2026 2025
Residential Land Sales Closed
Bridgeland
Single family $ 65,241 $ 48,489 92.1 77.3 $ 708 $ 627
Summerlin
Superpad sites 148,469 151,856 85.9 94.0 1,728 1,615
Custom lots 15,750 14,700 2.2 1.9 7,159 7,737
The Woodlands Hills
Single family 12,874 3,685 26.5 7.5 486 491
Total residential land sales closed (a) $ 242,334 $ 218,730 206.7 180.7 $ 1,172 $ 1,210
Commercial Land Sales Closed
Bridgeland $ 2,176 $ — 2.0 — $ 1,088 $ —
The Woodlands 6,807 — 7.8 — 873 —
Total commercial land sales closed (a) $ 8,983 $ — 9.8 — $ 917 $ —
(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 and six months ended June 30, 2026 and 2025.
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MPC Land Inventory The following table summarizes MPC land inventory activity for the six months ended June 30, 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) 138,789 112,881 1,339 1,828 19,459 274,296
MPC Cost of sales (23,795) (62,893) — (1,878) (5,233) (93,799)
MUD reimbursable costs (b) (116,571) — — (489) (13,606) (130,666)
Transfer to Strategic Developments and Operating Assets Segments — — — (1,175) — (1,175)
Other (24,076) (9,699) 114 58 (3,356) (36,959)
Balance June 30, 2026 $ 496,578 $ 1,297,342 $ 548,664 $ 185,659 $ 118,531 $ 2,646,774
(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:
Three Months Ended June 30, Six Months Ended June 30,
thousands except percentages 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Condominium rights and unit sales $ 706,311 $ 193 $ 706,118 NM $ 709,445 $ 535 $ 708,910 NM
Rental revenue (2) (26) 24 92 % (2) 33 (35) (106) %
Other revenues 1,123 547 576 105 % 2,396 1,000 1,396 140 %
Total revenues 707,432 714 706,718 NM 711,839 1,568 710,271 NM
Condominium rights and unit cost of sales (575,389) (811) (574,578) NM (578,523) (1,053) (577,470) NM
Operating costs (7,092) (3,760) (3,332) (89) % (11,526) (7,336) (4,190) (57) %
Rental property real estate taxes (505) (615) 110 18 % (1,026) (1,163) 137 12 %
Total operating expenses (582,986) (5,186) (577,800) NM (591,075) (9,552) (581,523) NM
Segment operating income (loss) 124,446 (4,472) 128,918 NM 120,764 (7,984) 128,748 NM
Depreciation and amortization (2,068) (1,076) (992) (92) % (4,125) (2,234) (1,891) (85) %
Interest income (expense), net 4,097 4,633 (536) (12) % 9,071 9,279 (208) (2) %
Other income (loss), net — 132 (132) (100) % (889) (1,130) 241 21 %
Equity in earnings (losses) from unconsolidated ventures 76 87 (11) (13) % (4,906) 174 (5,080) NM
Gain (loss) on sale or disposal of real estate and other assets, net — 1,657 (1,657) (100) % — 1,657 (1,657) (100) %
Segment EBT $ 126,551 $ 961 $ 125,590 NM $ 119,915 $ (238) $ 120,153 NM
NM Not meaningful.
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For the three months ended June 30, 2026:
Strategic Developments segment EBT increased $125.6 million compared to the prior-year period primarily due to the following:
–Condominium sales, net of cost of sales increased $131.5 million due to the closing of 527 units at The Park Ward Village in the current period.
For the six months ended June 30, 2026:
Strategic Developments segment EBT increased $120.2 million compared to the prior-year period primarily due to the following:
–Condominium sales, net of cost of sales increased $131.4 million due to the closing of 527 units at The Park Ward Village and the remaining 6 units at Ulana Ward Village in the current period.
–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 5 - Investments in Unconsolidated Ventures in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
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 the remaining six units closed in the first quarter of 2026. The Park Ward Village was completed in the second quarter of 2026, and 527 of the 545 units were closed in the second quarter of 2026. As of June 30, 2026, The Park Ward Village is 97% sold with the remaining units in condominium inventory.
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 June 30, 2026:
Location Units Under Contract Total Units Total % of Units Under Contract Completion Date
Under construction
Kalae Honolulu, HI 309 329 94 % 2028
The Ritz-Carlton Residences The Woodlands, TX 85 111 77 % 2027
The Launiu Honolulu, HI 362 485 75 % 2028
Predevelopment
Melia Honolulu, HI 154 220 70 % 2030
‘Ilima Honolulu, HI 93 148 63 % 2030
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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:
Three Months Ended June 30, Six Months Ended June 30,
thousands except percentages 2026 2025 $ Change % Change 2026 2025 $ Change % Change
General and administrative expenses $ (36,136) $ (34,552) $ (1,584) (5) % $ (61,894) $ (56,988) $ (4,906) (9) %
Gain (loss) on sale of MUD receivables (555) (48,197) 47,642 99 % (555) (48,197) 47,642 99 %
Corporate interest expense, net (22,245) (21,930) (315) (1) % (42,551) (44,120) 1,569 4 %
Gain (loss) on extinguishment of debt — — — NM (10,226) — (10,226) NM
Corporate depreciation and amortization (1,135) (856) (279) (33) % (2,075) (1,603) (472) (29) %
Vantage income (loss) before income taxes (20,765) — (20,765) NM (20,765) — (20,765) NM
Income tax (expense) benefit (49,957) 3,821 (53,778) NM (52,575) 385 (52,960) NM
Other (4,677) (4,237) (440) (10) % (9,592) (8,925) (667) (7) %
Total Corporate income, expenses, and other items $ (135,470) $ (105,951) $ (29,519) (28) % $ (200,233) $ (159,448) $ (40,785) (26) %
NM Not meaningful.
For the three months ended June 30, 2026:
Corporate income, expenses, and other items were unfavorably impacted compared to the prior-year period by the following:
–Income tax expense increased $53.8 million primarily due to an increase in Income before income taxes. Refer to Note 13 - Income Taxes in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
–Vantage loss before income taxes of $20.8 million is included in the Company’s results following the completion of the Vantage Acquisition. Refer to the Vantage Post-Acquisition Results section below for further discussion of this activity.
–General and administrative expenses increased $1.6 million primarily due to $15.4 million of Vantage Acquisition transaction costs. This increase was partially offset by a decrease of $12.6 million in compensation and benefits, primarily due to the strategic reduction in force in 2025.
Corporate income, expenses, and other items were favorably impacted compared to the prior-year period by the following:
–Loss on sale of MUD receivables decreased $47.6 million as a result of a $0.6 million loss recognized in the second quarter of 2026, compared to a $48.2 million loss recognized in the second quarter of 2025. Refer to 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.
For the six months ended June 30, 2026:
Corporate income, expenses, and other items were unfavorably impacted compared to the prior-year period by the following:
–Income tax expense increased $53.0 million primarily due to an increase in Income before income taxes.
–Vantage loss before income taxes of $20.8 million is included in the Company’s results following the completion of the Vantage Acquisition.
–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 6 - Mortgages, Notes, and Loans Payable, Net in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
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–General and administrative expenses increased $4.9 million primarily due to $19.0 million of Vantage Acquisition transaction costs and an increase of $4.7 million in Pershing Square advisory fees in the current period. These increases were partially offset by a decrease of $16.3 million in compensation and benefits, primarily due to the strategic reduction in force in 2025.
Corporate income, expenses, and other items were favorably impacted compared to the prior-year period by the following:
–Loss on sale of MUD receivables decreased $47.6 million as a result of a $0.6 million loss recognized in the second quarter of 2026, compared to a $48.2 million loss recognized in the second quarter of 2025.
Pershing Square Advisory Fees Pershing Square supports the Company’s 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 3 - 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:
Three Months Ended June 30, Six Months Ended June 30,
thousands 2026 2025 $ Change % Change 2026 2025 $ Change % Change
Base fee $ 3,786 $ 2,349 $ 1,437 61 % $ 7,572 $ 2,349 $ 5,223 NM
Variable fee 64 540 (476) (88) % 64 540 (476) (88) %
Total Pershing Square advisory fee $ 3,850 $ 2,889 $ 961 33 % $ 7,636 $ 2,889 $ 4,747 164 %
NM Not meaningful.
Vantage Post-Acquisition Results The discussion below summarizes the contribution of Vantage to our consolidated results for the three and six months ended June 30, 2026. The amounts reflect only the period from the acquisition date through June 30, 2026. As the acquisition was completed during the current period, there is no corresponding prior-year period for these operations, and as such period-over-period analysis for Vantage is not applicable. Due to the limited post-acquisition period, the results discussed below are not necessarily indicative of expected performance over the full year. See Note 2 - Vantage Acquisition in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information about the Vantage Acquisition.
Vantage operates in the United States (U.S.) and Bermuda and writes business on both an admitted and excess and surplus basis. Product lines offered by its U.S. insurance subsidiaries include casualty, property, professional liability, financial lines, healthcare, construction, and political risk and credit. Products offered by its Bermuda subsidiary include financial and professional lines and healthcare and excess casualty. Vantage’s reinsurance operations consist of products offered by its Bermuda subsidiary and product lines offered include specialty, property and casualty, financial lines, and property catastrophe. Vantage also earns net investment income and net fee income.
Key drivers of the operating results of Vantage include:
–The level and mix of gross and net written and earned premiums by line of business and geography;
–The frequency and severity of insured loss activity, including catastrophe events and prior‑year reserve development;
–The structure, cost, and recoveries associated with our reinsurance programs;
–Investment income earned from the insurance investment portfolio and required regulatory capital; and
–Investment gains and losses attributable to the Company’s insurance investment portfolio.
We expect to refine our disclosure of applicable key performance indicators for Vantage as we complete integration activities and as the CODM incorporates these metrics into ongoing operating decisions.
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The following table presents the post-acquisition activity associated with Vantage included in the three and six months ended June 30, 2026:
thousands Three and Six Months Ended June 30, 2026
Gross written insurance premiums $ 156,059
Net written insurance premiums $ 107,208
Net earned insurance premiums $ 97,247
Insurance claims and claim expenses (55,210)
Insurance underwriting expenses
Acquisition costs (1,129)
VOBA amortization (20,239)
Other insurance underwriting expenses (16,013)
Underwriting income (loss) 4,656
Net insurance investment income 10,988
Other revenues 4,906
Depreciation and amortization (1,268)
Other expenses (1,679)
Investment gain (loss), net (38,278)
Other income (loss), net (90)
Vantage income (loss) before income taxes $ (20,765)
Ratios (a)
Loss ratio 56.8 %
Expense ratio 38.4 %
Combined ratio 95.2 %
(a)Given the short measurement period and normal volatility in property and casualty results, we do not consider the post-acquisition ratios to be representative of expected full-year performance.
Net insurance earned premiums include insurance and reinsurance premiums. Insurance claims and claim expenses include incurred losses on insured events and changes in estimates of unpaid claims and claim expenses, including both case reserves and incurred but not reported reserves. This corresponds to a loss ratio (Insurance claims and claim expenses to Net insurance earned premiums) of 56.8% in the post-acquisition period. Refer to Note 9 - Reserves for Claims and Claim Expenses in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
Insurance underwriting expenses include $20.2 million of VOBA amortization, $16.0 million of other insurance underwriting expenses comprised of costs directly attributable to operating the insurance business, including certain personnel, technology and administrative functions that support underwriting activities, and $1.1 million of amortization of deferred acquisition costs incurred subsequent to the Vantage Acquisition. This corresponds to an expense ratio (Insurance underwriting expenses to Net insurance earned premiums) of 38.4% in the post-acquisition period.
Net insurance investment income includes interest and dividend income related to the Company’s investments in fixed maturity securities, equity securities, and short-term investments, less related expenses. See Note 4 - Investments in Fixed Maturity and Equity Securities in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information about the Company’s investments.
Other revenues and other expenses include fee income and related expenses associated with AdVantage. 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.
Investment gain (loss), net includes $36.0 million of unrealized losses related to equity securities, $2.1 million of net realized losses related to the sale of fixed maturity securities, and $0.2 million related to the recognition of losses on fixed maturity securities in an unrealized loss position that the Company intends to sell before recovery of the amortized cost basis.
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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 June 30, 2026, we had $2.6 billion of cash and cash equivalents, including cash held at Vantage, $515.0 million of undrawn capacity on our Secured Bridgeland Notes, and $970.3 million of undrawn lender commitments available to be drawn for property development, subject to certain restrictions.
Cash Flows
Six Months Ended June 30,
thousands 2026 2025
Cash provided by (used in) operating activities $ 277,131 $ (47,651)
Cash provided by (used in) investing activities (357,454) (122,671)
Cash provided by (used in) financing activities 1,348,519 970,648
Operating Activities Each segment’s relative contribution to our cash flows from operating activities will likely vary significantly from period to period given the changing nature of our development focus and the timing of condominium and land sale closings. Our operating cash flows consist 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, (3) recurring contractual revenues from operating leases, and (4) post-acquisition operating cash flows attributable to Vantage, primarily related to insurance and reinsurance premiums collected, reinsurance recoverables, fee income, and investment income, offset by claim payments, ceded and retro reinsurance payments, and underwriting costs.
Net cash provided by operating activities was $277.1 million in the six months ended June 30, 2026, and net cash used in operating activities was $47.7 million in the six months ended June 30, 2025. The change in operating activities of $324.8 million was primarily due to an increase in cash provided by condominium towers, primarily due to the closings at The Park Ward Village in the current period, an increase in the cash provided by Vantage in the post-acquisition period, and an increase in MPC land sales, partially offset by a decrease in cash provided related to higher proceeds from the sale of MUD receivables in the prior period and an increase in MPC development expenditures.
Investing Activities Net cash used in investing activities was $357.5 million in the six months ended June 30, 2026, and $122.7 million in the six months ended June 30, 2025. The $234.8 million increase in net cash used in investing activities was primarily due to $1.6 billion of cash used for the Vantage Acquisition, net of cash acquired, and $1.1 billion of cash used to purchase equity securities in the current period. These increases were partially offset by $2.3 billion of cash received for the sale of fixed maturity securities in the current period, and an increase in cash received of $119.3 million for the sale of properties, primarily due to the sale of two multifamily properties in The Woodlands in the current period, compared to the sale of two land parcels and a retail space in Ward Village in the prior period.
Financing Activities Net cash provided by financing activities was $1.3 billion in the six months ended June 30, 2026, and $970.6 million in the six months ended June 30, 2025. The $377.9 million increase in cash provided by financing activities was primarily due to $1.2 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 mortgage secured by Downtown Summerlin in the current period, as well as $997.4 million of net proceeds from the issuance of Series A Preferred Stock in the current period. These increases were partially offset by a decrease in cash provided of $862.9 million related to net proceeds received in the prior period for the common stock issuance to Pershing Square, a $906.8 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 an $18.6 million increase in deferred financing costs and bond issuance costs related to these transactions.
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Short- and Long-Term Liquidity
Short-Term Liquidity In the next 12 months, we expect to continue to drive meaningful value creation following our transition 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.
From our insurance operations, we expect our primary sources of cash to include premiums collected from policyholders, investment income earned from our investment portfolio, recoveries from reinsurers, proceeds from the sale or maturity of investments, and if needed, available borrowings under Vantage’s Revolving Credit Facility. We expect our primary uses of cash to include payment of claims, premiums ceded to reinsurers, commissions and other policy acquisition costs, and general operating expenses. Cash flows from operations may be impacted by the timing of premium collections, claim payments, and changes in reinsurance balances. Actual claim payment patterns may differ from current estimates due to a variety of factors, including the size and timing of individual losses, changes in the legal and regulatory environment, and broader economic conditions. The Company currently intends to reposition Vantage’s investment portfolio to include cash, short-term U.S. Treasury securities, and publicly traded equity securities. In June 2026, the Company began implementing this strategy by divesting a significant portion of its available-for-sale fixed maturity securities and initiating investments in equity securities. The Company expects to divest the majority of its remaining available-for-sale fixed maturity securities prior to the end of 2026.
We believe that our sources of cash, including existing cash on hand, will provide sufficient liquidity to meet our existing obligations and anticipated ordinary course operating expenses for at least the next 12 months.
Long-Term Liquidity We expect our long-term sources and uses of cash for our real estate and insurance operations to continue to align with those mentioned above.
For our real estate operations, we expect long-term operating cash flows to increase over time as a result of increased MPC land sales driven by price appreciation, rental revenue growth and continued condominium sales. These cash flows are expected to be reinvested into the real estate business to fund development opportunities, which are capital intensive and will likely require significant additional funding, if and when pursued. We currently expect that any additional funding beyond those sources listed above would be raised with a mix of construction, bridge, and long-term financings, or by entering into joint venture arrangements. We cannot provide assurance that financing arrangements for our properties will be on favorable terms to us 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.
For our insurance operations, we expect cash inflows to grow over time through the optimization of underwriting profitability and investment strategies. Insurance operations generally provide liquidity as premiums are received in advance of the payment of related claims, although the period between the occurrence of a claim and settlement of the associated liability may extend for many years. The Company’s investment strategy is managed to establish a level of cash, investments, and expected future cash flow that will be able to meet foreseeable payment obligations. The Company’s ability to deploy cash held at the insurance-subsidiary level for long-term uses is subject to various limitations and considerations, including the timing and uncertainty of claim payments, regulatory capital and solvency requirements applicable to its insurance subsidiaries, and restrictions on the ability of such subsidiaries to pay dividends or other distributions to the parent company. While management believes that existing cash flows, invested assets, and other available sources of liquidity will be sufficient to satisfy long-term obligations, the ultimate amount and timing of claim payments may differ materially from current estimates. In addition, the Company must maintain sufficient liquidity to support its insurance liabilities and meet policyholder obligations under a range of stress scenarios. As a result, a significant portion of insurance-related cash and invested assets may not be readily available for discretionary uses.
The Series A Preferred Stock issued by HHH to Pershing Square is convertible into equity interests of Vantage if not redeemed by the end of the seventh fiscal year post-transaction. HHH has the right, but not the obligation, to redeem the Series A Preferred Stock over the next seven years. Refer to Note 3 - Pershing Square in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information.
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To the extent real estate operations generate excess cash flows, we expect to use such excess cash flow to redeem the Series A Preferred Stock, invest additional primary capital into the insurance business and, over time, pursue the acquisition of other high-quality operating companies. The Vantage 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. The Company actively manages its liquidity position and capital resources to ensure that it can meet both its short-term and long-term obligations while maintaining financial flexibility.
Contractual Cash Obligations and Commitments The following table aggregates our contractual cash obligations and commitments as of June 30, 2026:
thousands Remaining in 2026 2027 2028 2029 2030 Thereafter Total
Mortgages, notes, and loans payable $ 229,512 $ 596,007 $ 293,099 $ 1,048,015 $ 366,629 $ 2,967,139 $ 5,500,401
Interest payments (a) 151,985 270,915 237,601 191,764 163,720 268,505 1,284,490
Operating lease obligations 1,524 1,729 911 871 637 5,810 11,482
Total $ 383,021 $ 868,651 $ 531,611 $ 1,240,650 $ 530,986 $ 3,241,454 $ 6,796,373
(a)Interest is based on the borrowings that are presently outstanding and current floating interest rates.
Debt As of June 30, 2026, the Company had $5.5 billion of outstanding debt, $970.3 million of undrawn lender commitment available to be drawn for property development, subject to certain restrictions, and $515.0 million of undrawn capacity on our Secured Bridgeland Notes.
Vantage has a $75.0 million revolving credit facility with the option to increase the aggregate amount by $50.0 million at the lender’s discretion. This facility matures in January 2028. As of June 30, 2026, there were no outstanding borrowings under this facility.
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. 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 6 - 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 a collateral maintenance obligation for Floreo, its unconsolidated venture. See Note 12 - 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 June 30, 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 can not be used for general corporate purposes, it can be used to fund operations of the underlying assets.
Net Debt The following table summarizes our Net Debt on a segment basis as of June 30, 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.
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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 June 30, 2026 December 31, 2025
Operating Assets debt $ 2,686,141 $ 2,448,784
MPC debt 154,681 163,534
Strategic Developments debt 359,579 481,896
Senior unsecured notes 2,300,000 2,050,000
Unamortized deferred financing costs (43,998) (34,386)
Mortgages, notes, and loans payable, net 5,456,403 5,109,828
Less: Unamortized deferred financing costs 43,998 34,386
Less: Cash and cash equivalents (a) (2,647,959) (1,468,507)
Net Debt $ 2,852,442 $ 3,675,707
(a)Includes $1.9 billion of cash and cash equivalents held at Vantage at June 30, 2026.
Insurance-Specific Considerations
Insurance Investment Portfolio The following table provides detail of the Vantage investment portfolio at fair value as of June 30, 2026:
June 30, 2026
thousands Fair Value % of Total
Cash, cash equivalents, and restricted cash (a) $ 2,033,218 60 %
Investments in fixed maturity securities, AFS (b) 246,583 7 %
Investments in equity securities 1,077,535 32 %
Short-term investments 27,822 1 %
Total $ 3,385,158 100 %
(a)Represents cash, cash equivalents, and restricted cash held at the Vantage level only.
(b)The weighted-average credit rating of the Company’s AFS fixed maturity securities portfolio was AA+ as of June 30, 2026.
Insurance Claims Following the Vantage Acquisition, the Company is obligated to pay claims arising from property and casualty contracts issued by our insurance subsidiaries. The timing and amount of the payments under insurance and reinsurance contracts are contingent upon the outcome of future events and actual payments will likely vary, perhaps materially, from any forecasted payments, as well as from the liabilities recorded in our Condensed Consolidated Balance Sheets. As of June 30, 2026, the reserve for claims and claim expenses was $2.1 billion, with $0.5 billion expected to be settled in less than one year and $1.6 billion expected to be settled in future years. The estimated timing of payments was determined using Vantage’s historical claims payment experience, supplemented by industry and peer group data. Given the inherent uncertainty in projecting the timing of claim settlements, actual cash outflows in any period may differ materially from the amounts presented. The reserve amounts disclosed above exclude the impact of anticipated amounts recoverable on unpaid losses from reinsurers of $563.9 million as of June 30, 2026. Refer to Note 9 - Reserves for Claims and Claim Expenses in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report for additional information. We anticipate that these payments will be funded by operating cash flows.
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Insurance-Related Statutory Capital and Dividend Restrictions The Company’s insurance subsidiaries are subject to insurance laws and regulations in the jurisdictions in which they operate and have regulatory capital and solvency requirements and restrictions on the ability of such subsidiaries to pay dividends to the parent company. The ability of the insurance and reinsurance subsidiaries to pay dividends to the parent company is also influenced by the maintenance of financial strength ratings assigned by independent rating agencies. Additionally, as a condition to the approval by the Delaware Department of Insurance (the Department) of the Vantage Acquisition, the Company has agreed that, until June 4, 2028, any dividends (whether ordinary or otherwise) by the Company’s Delaware insurance subsidiaries will require the Department’s prior approval. As of June 30, 2026, all insurance subsidiaries exceeded minimum regulatory capital requirements.
The Company’s insurance subsidiaries are required to maintain assets on deposit, which primarily consist of restricted cash and fixed maturity securities, with various regulatory authorities to support their operations. As of June 30, 2026, the assets on deposit available to settle insurance and reinsurance liabilities to third parties were $307.6 million.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
The preparation of financial statements in accordance with GAAP requires management to make informed judgments, assumptions, and estimates that affect the reported amounts of assets, liabilities, revenues, and expenses. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Changes in facts and circumstances or additional information may result in revised estimates, and actual results may differ from these estimates. Other than as set forth below, there are no material changes to the critical accounting policies and estimates previously disclosed in our 2025 Annual Report.
Following the acquisition of Vantage, the Company recognized reserves for claims and claim expenses, goodwill, and other intangible assets. The preliminary purchase price allocation and the ongoing determination of the reserves for claims and claim expenses require complex or significant judgments and include estimates about matters which are inherently uncertain. These estimates are critical to the understanding of our financial condition and operating results, and as such, accounting for business combinations and reserves for claims and claim expenses represent new critical accounting estimates. A discussion of our significant accounting policies impacted by the Vantage Acquisition, including further discussion of the accounting policies described below, can be found in 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.
Accounting for Business Combinations
Methodology The Vantage Acquisition was accounted for as a business combination under ASC 805, which requires the assets acquired and liabilities assumed to be recorded at their estimated acquisition-date fair values. The preliminary purchase price allocation includes the recognition of identifiable intangible assets and any excess of the purchase price over the estimated fair value of net tangible and identifiable intangible assets acquired as goodwill, if applicable. The Company will finalize the purchase price allocation during the measurement period as additional information becomes available, including final appraisals of certain acquired assets and assumed liabilities and final underlying tax bases. The Company engaged independent valuation specialists to assist management in determining the fair values of certain acquired assets and assumed liabilities. The most significant areas of judgment in the preliminary fair value assessment relate to broker relationships, trade name, internally developed technology, value of business acquired (VOBA), insurance licenses, and reserves for claims and claim expenses, net of reinsurance recoverable on unpaid losses. The resulting fair values and useful lives assigned to acquisition-related intangible assets will affect the amount and timing of future amortization expense.
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Judgments and Uncertainties Determining the fair value of the acquired assets and assumed liabilities required significant judgment and estimates and was based on information available as of the acquisition date. The valuation of broker relationships was based on the multi-period excess earnings method and incorporated significant assumptions including projected net premiums written, retention rates, normalized growth assumptions, contributory asset charges, discount rates, long-term tax rates, and investment yields. The trade name was valued using the relief-from-royalty method, which required assumptions regarding royalty rates, projected net premiums written, growth assumptions, and discount rates. Internally developed technology was valued using the replacement cost method and incorporated estimates of labor costs, development timing, developer’s profit, entrepreneurial incentive, and obsolescence. VOBA was valued using a discounted cash flow model applied to the run-off of unearned premium reserves, net of reinsurance, and incorporated assumptions for loss and expense ratios, payment patterns, capital requirements, risk margin, and discount rates. Reserves for claims and claim expenses, net of reinsurance recoverable on unpaid losses, were measured using a discounted cash flow model applied to the actuarial run-off of recorded reserves and incorporated assumptions related to the time value of money, risk margin, actuarial payment patterns, capital requirements, cost of capital, and reserve payout assumptions. Changes in these assumptions or the receipt of additional information during the measurement period could result in material revisions to the preliminary purchase price allocation, including the amounts assigned to identifiable intangible assets, insurance-related liabilities, and goodwill.
Reserves for Claims and Claim Expenses
Nature of the Estimate As a result of our June 4, 2026 acquisition of Vantage, reserves for claims and claim expenses have become a critical accounting estimate in our consolidated financial statements. These reserves represent management’s estimate of the unpaid portion of the ultimate liability for claims and claim adjustment expenses for insured and reinsured events that have occurred on or before the balance sheet date. They comprise (i) case reserves for claims that have been reported to us and (ii) reserves for losses incurred but not reported (IBNR), which also reflect expected development on reported claims. The reserves were initially recorded at fair value as of the acquisition date in accordance with the acquisition method of accounting and are subsequently estimated using the actuarial methods and assumptions described below. We consider this the most significant accounting judgment associated with the acquired insurance and reinsurance operations because the ultimate cost of claims is not known at the reporting date, the estimate requires significant judgment, and a change in the estimate could have a material effect on our financial condition and results of operations.
Methodology In establishing these reserves, management considers claim-specific information, historical loss experience, actuarial analyses, and other relevant information, including expected loss ratios, reported and paid loss development patterns, claim frequency and severity trends, underwriting and pricing information, business mix, policy terms and conditions, cedent and broker information, industry data, and current economic, legal, regulatory, inflationary, and catastrophe-related conditions. The relative importance of these factors varies by line of business and by the maturity of the underlying loss experience. Where company-specific history is limited, management supplements internal data with industry data, which was a primary source of loss development patterns for many lines given the relatively short loss history of the acquired operations.
Management employs multiple actuarial methods to estimate ultimate losses, including the paid and reported (incurred) loss development (chain ladder) methods, the paid and reported Bornhuetter-Ferguson methods, frequency and severity methods, and the expected loss ratio method. The relative weight assigned to each method is a matter of actuarial judgment that depends on the characteristics of each line of business, the maturity of the cohort year being estimated, and the availability of credible historical data. In addition to quantitative actuarial indications, reserve estimates incorporate qualitative adjustments for factors that may not be fully captured by historical experience, such as judicial and litigation trends, legislative and regulatory activity, underwriting and business-mix changes, and, for reinsurance business, changes in cedents’ reserving and reporting practices.
Judgments and Uncertainties Estimating claims and claim expense reserves requires significant judgment because the ultimate cost of claims is not known at the reporting date and may vary materially from recorded amounts. The most significant judgments include the selection of expected loss ratios, loss development patterns, claim severity assumptions, and reporting patterns, particularly for lines of business with longer reporting or settlement patterns, reinsurance exposures, or limited company-specific historical experience. This uncertainty is affected by numerous factors, including claim emergence and reporting patterns, the length of time required to resolve claims, severity trends, catastrophe activity, inflation and social inflation, litigation trends, legislative and regulatory developments, and changes in business mix. Because these estimates are inherently uncertain, actual losses may differ materially from recorded reserves.
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Because the acquisition closed on June 4, 2026, our results for the quarter ended June 30, 2026, include only approximately one month of post-acquisition activity for Vantage. Accordingly, while the reserve balance at June 30, 2026, reflects management’s best estimate based on information available at that date, early post-acquisition claims activity may be less predictive of future development, and reserve estimates may be adjusted in future periods as additional post-acquisition experience becomes available.
At June 30, 2026, our reserves for claims and claim expenses related to Vantage were approximately $2.1 billion on a gross basis and $1.6 billion net of reinsurance recoverable on unpaid losses. The gross reserves represented approximately 19% of our total consolidated liabilities and 53% of our total consolidated stockholders’ equity at that date. For the period from June 4, 2026 through June 30, 2026, changes in estimates of prior-period claims and claim expense reserves were not material.
Given the interrelationship of assumptions across lines of business, the limited period of post-acquisition activity, and the judgment involved in estimating reserves, management has not identified a single-assumption sensitivity that would be representative of the potential variability in the loss reserve estimate as of June 30, 2026. If a quantitative sensitivity to a reasonably likely change in a significant assumption becomes material and reasonably available, we will disclose the estimated effect of that change. While we believe that recorded loss reserves at June 30, 2026, are adequate, new information, events, or circumstances may result in ultimate losses that are materially greater or less than our recorded reserves, particularly with respect to catastrophe or large-event losses and longer-tail lines of business.
For additional information, refer to Note 9 - Reserves for Claims and Claim Expenses in the Notes to Condensed Consolidated Financial Statements under Item 1 of this Quarterly Report.
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