DEF 14A of Howard Hughes Holdings Inc., Aug 19, 2026

DEF 14A of Howard Hughes Holdings Inc.

Filed Aug 19, 2026 · FY20250001104659-26-098808

Open on EDGAR

  1. DIRECTOR NOMINEES

    DIRECTOR NOMINEES

  2. DIRECTOR NOMINEES

    | | | | | | | Committee Memberships | | | | | | | Name | Age | Director Since | Tenure | Independent | Principal Occupation | Audit | Compensation | Nominating & Corporate Governance | Technology | Insurance | Other SEC- Reporting Public Boards** | | William A. Ackman | 60 | 2025* | 15 | | Chief Executive Officer and Portfolio Manager of Pershing Square Capital Management, L.P., Executive Chairman, HHH | | | | | | None | | David Eun | 59 | 2023 | 3 | ✓ | Former President, Chief Innovation Officer, Samsung Electronics | | | | | | Versant Media Group, Inc. | | Marc Grandisson | 59 | 2026 | <1 | | Former Chief Executive Officer of Arch Capital Group Ltd.; Executive Chair, Vantage | | | | | | None | | Ryan Israel | 41 | 2025 | 1 | | Chief Investment Officer of Pershing Square Capital Management, L.P., Chief Investment Officer, HHH | | | | | | None | | Thom Lachman | 63 | 2025 | 1 | ✓ | Former Chief Executive Officer of Duracell | | | | | | None | | David O’Reilly | 52 | 2020 | 5 | | Chief Executive Officer of Howard Hughes Holdings Inc. | | | | | | Kite Realty Group Trust | | Susan Panuccio | 54 | 2025 | 1 | ✓ | Chief Financial Officer of Howden Group | | | | | | None | | R. Scot Sellers | 69 | 2010 (PD) | 15 | ✓ | Former Chief Executive Officer of Archstone | | | | | | Maui Land & Pineapple Company, Inc. | | Mary Ann Tighe | 77 | 2011 | 14 | ✓ | Chief Executive Officer of CBRE’s New York Tri-State Region | | | | | | None | | Jean-Baptiste Wautier | 56 | 2025 | 1 | ✓ | Co-founder and Chairman of Wautier Family Office, ex-CIO of BC Partners | | | | | | None | | Anthony Williams | 75 | 2021 | 5 | ✓ | Chief Executive Officer and Executive Director of the Federal City Council | | | | | | None | | Meetings in 2025: 12 | | | | | | 5 | 5 | 3 | 4 | – | | | Average (Years) | 60 | | 5.5 | | | | | | | | |

  3. DIRECTOR NOMINEES

    | | Chair | | Member | | Executive Chairman of the Board(PD) | Presiding Director | | Observer |

  4. DIRECTOR NOMINEES

    * Mr. Ackman previously served as Chairman of the Board from 2010 − 2024. The Insurance Committee was established by the Board of Directors effective June 4, 2026, following the consummation of the Company’s acquisition of Vantage Group Holdings, Ltd. Accordingly, the Insurance Committee held no meetings during fiscal year 2025. Excludes non-SEC reporting foreign public companies. Foreign or non-U.S. public board positions (including service on Pershing Square Holdings Ltd., listed on the London Stock Exchange) are detailed in the individual director biographies below.

  5. GOVERNANCE HIGHLIGHTS

    | | See “Matters Related to Corporate Governance, Board Structure, Director Compensation and Stock Ownership” for more information. |

  6. EXECUTIVE COMPENSATION HIGHLIGHTS

    | ✓ A compensation recovery policy designed to prevent misconduct by executive officers and requiring recoupment in the event of accounting restatements ✓ No single-trigger change-in-control for severance pay and benefits ✓ Minimum three-year vesting period for the performance-based component of long-term equity awards ✓ A substantial portion of our long-term equity awards includes meaningful performance hurdles to achieve full vesting | ✓ Directors and executive officers are subject to stock ownership guidelines ✓ No excise tax gross-ups in executive employment agreements or incentive plans ✓ A general prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts, and limit orders, in each case, involving Company securities |

  7. 2025 DIRECTOR COMPENSATION

    2025 DIRECTOR COMPENSATION

  8. ANNUAL COMPENSATION

    | | Total | | Board Service: | | | Annual Retainer ($145,000 Restricted Stock Award and $75,000 Cash) | $220,000 | | Annual Board Chair Retainer | $150,000 | | Annual Presiding Director Retainer | $50,000 | | Committee Service: | | | Annual Audit Committee Chair Retainer | $30,000 | | Annual Audit Committee Member Retainer | $15,000 | | Annual Compensation Committee Chair Retainer | $20,000 | | Annual Compensation Committee Member Retainer | $10,000 | | Annual N&CG Committee Chair Retainer | $15,000 | | Annual N&CG Committee Member Retainer | $10,000 | | Annual Risk Committee Chair Retainer | $15,000(1) | | Annual Risk Committee Member Retainer | $10,000(1) | | Annual Technology Committee Chair Retainer | $15,000 | | Annual Technology Committee Member Retainer | $10,000 | | Annual Insurance Committee Chair Retainer | $15,000 | | Annual Insurance Committee Member Retainer | $10,000 | | Special Committee Chair Retainer | $100,000(2) | | Special Committee Member Retainer | $75,000(2) |

  9. ANNUAL COMPENSATION

    (1) The Risk Committee was dissolved in June 2025. (2) The $100,000 Special Committee Chair retainer and $75,000 Special Committee member retainer were each paid in cash to the directors that served on the independent special committee in connection with the May 2025 purchase of common stock by Pershing Square and related agreements with Pershing Square. Mr. Sellers served as chair of the Special Committee; current directors Mr. Williams and Mr. Eun and former directors Dana Hamilton, Beth Kaplan and Steven Shepsman served as members of such committee. Under the Company’s director compensation program, the annual retainer for Board service is payable $145,000 in restricted stock and $75,000 in cash. A director may elect to receive up to all his or her cash retainer in restricted stock. The restricted stock vests on the earlier of the next annual meeting of stockholders or June 1 in the following calendar year (but not less than 50 weeks). The Board Chair retainer is $150,000, of which $100,000 is paid in the form of restricted stock, with the remaining $50,000 payable in cash or restricted stock at the Chair’s option. Our current Executive Chairman, Mr. Ackman, has waived all compensation relating to his service as a director. The $50,000 Presiding Director retainer (if applicable) is paid in cash or restricted stock at the Presiding Director’s option. Ms. Panuccio and Mr. Lachman joined the Board upon their election at the 2025 Annual Meeting of Stockholders, which was held on September 30, 2025. Upon their election, each received a $145,000 restricted stock award and receives quarterly cash payments for their service on the Board and applicable committees at the same rate as the other directors. The Company also reimburses directors for all expenses incurred in attending Board and Board committee meetings, and up to $10,000 per year in education and training expenses. A director who is, or becomes, an employee of the Company does not receive additional compensation for serving as a director.

  10. DIRECTOR COMPENSATION TABLE

    DIRECTOR COMPENSATION TABLE The table below sets forth the compensation earned by each of the Company’s non-employee directors during 2025.

  11. DIRECTOR COMPENSATION TABLE

    | Name(1) | Fees Earned or Paid in Cash ($) | Restricted Stock Awards ($)(2) | Total ($) | | William Ackman(3) | – | – | – | | Adam Flatto(4) | 52,500 | – | 52,500 | | David Eun(12) | 177,500 | 145,000 | 322,500 | | Ben Hakim(5) | – | – | – | | Ryan Israel(6) | – | – | – | | Dana Hamilton(7) | 85,000 | – | 85,000 | | Beth Kaplan(13) | 200,516 | – | 200,516 | | Thom Lachman | 61,250 | 145,000 | 206,250 | | Allen Model(8) | 30,000 | – | 30,000 | | Susan Panuccio | 63,750 | 145,000 | 208,750 | | R. Scot Sellers(9)(10)(11) | 240,000 | 145,000 | 385,000 | | Steven Shepsman(14) | 209,266 | – | 209,266 | | Mary Ann Tighe(17) | 95,000 | 145,000 | 240,000 | | Anthony Williams(15) | 180,000 | 145,000 | 325,000 | | Jean-Baptiste Wautier(16) | 50,000 | 145,000 | 195,000 |

  12. DIRECTOR COMPENSATION TABLE

    (1) David O’Reilly, a director and Chief Executive Officer of the Company, is not included in this table because he is an employee of the Company and received no additional compensation for his service as a director. The compensation earned by Mr. O’Reilly as an employee of the Company during 2025 is shown below under “Executive Compensation – Summary Compensation Table.” (2) Represents the aggregate grant date fair value of restricted stock granted to the Company’s non-employee directors (exclusive of annual cash retainer amounts elected to be received in the form of restricted stock as described below). The dollar amounts were computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC 718”), Compensation – Stock Compensation, and exclude the effect of estimated forfeitures. As of December 31, 2025, the number of shares of restricted stock held by each of the non-management directors was as follows: Mr. Eun (2,094), Mr. Lachman (2,464), Ms. Panuccio (2,464), Mr. Sellers (3,898), Ms. Tighe (3,176), Mr. Wautier (2,094), and Mr. Williams (2,094). As noted above, the numbers in this column do not include annual cash retainers that certain directors elected to take in restricted stock. (3) Mr. Ackman has waived all compensation relating to his service as a director and Executive Chairman of the Company and was not awarded any equity compensation. (4) Mr. Flatto received fees for serving as Chair of the Compensation Committee and a member of the Nominating and Corporate Governance Committee for the first and second quarters of 2025. Mr. Flatto left the Board in May 2025. (5) Mr. Hakim waived all compensation relating to his service as a director of the Company and was not awarded any equity compensation. Mr. Hakim left the Board in May 2026. (6) Mr. Israel joined the Board in May 2025. Mr. Israel has waived all compensation relating to his service as a director and Chief Investment Officer of the Company and has not been awarded any equity compensation. (7) Ms. Hamilton received fees for serving on the Board, Technology Committee, and Risk Committee in the first and second quarters of 2025. Ms. Hamilton left the Board in May 2025. (8) Mr. Model left the Board in May 2025. Mr. Model received fees for his service as Chair of the Risk Committee for the first and second quarters of 2025 prior to the dissolution of such committee. (9) Mr. Sellers received fees for his service as Presiding Director in the third and fourth quarter of 2025. Mr. Sellers elected to receive his $50,000 annual cash retainer for service as Presiding Director in the form of a restricted stock award. (10) Mr. Sellers elected to receive $75,000 of his annual cash retainer in the form of a restricted stock award. (11) Mr. Sellers received fees for his service as a member of the Compensation Committee for the first and second quarters of 2025 and as Chair of the Compensation Committee for the third and fourth quarters of 2025. Mr. Eun joined the Audit Committee in June 2025. Mr. Eun received fees for his service as a member of the Risk Committee for the first and second quarters of 2025 prior to the dissolution of such committee. Ms. Kaplan left the Board in September 2025. Ms. Kaplan was paid an amount in cash equal to approximately $43,016 in lieu of her annual equity award upon her departure from the Board, which amount was prorated based on Ms. Kaplan’s time served as director during the 2025-2026 service year. (14) Mr. Shepsman left the Board in September 2025. Mr. Shepsman received fees for his service as Chair of the Audit Committee for the first three quarters of 2025 and as a member of the Risk Committee for the first and second quarters of 2025. Mr. Shepsman was paid an amount in cash equal to approximately $43,016 in lieu of his annual equity award upon his departure from the Board, which amount was prorated based on Mr. Shepsman’s time served as director during the 2025 – 2026 service year. (15) Mr. Williams served as Chair of the Nominating and Corporate Governance Committee for the second half of 2025. (16) Mr. Wautier joined the Board in May 2025. Ms. Tighe elected to receive $75,000 of her annual cash retainer in the form of a restricted stock award.

  13. DIRECTORS AND EXECUTIVE OFFICERS

    DIRECTORS AND EXECUTIVE OFFICERS

  14. DIRECTORS AND EXECUTIVE OFFICERS

    | Name of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage | | William Ackman(1) | 27,852,064 | 46.6% | | David Eun(2) | 9,720 | * | | Marc Grandisson(2)(3) | 71,943 | * | | Ryan Israel(4) | 970 | * | | Thom Lachman(2)(5) | 5,754 | * | | Jean-Baptiste Wautier(2) | 4,263 | * | | R. Scot Sellers(2) | 71,555 | * | | Susan Panuccio(2)(5) | 5,754 | * | | Mary Ann Tighe(2) | 37,371 | * | | Anthony Williams(2) | 10,271 | * | | David O’Reilly(6) | 227,439 | * | | Andrew Davis(7) | 31,530 | * | | Carlos Olea(8) | 67,055 | * | | Joseph Valane(9) | 28,523 | * | | Doug Johnstone(10) | 26,839 | * | | Greg Hendrick | — | * | | All directors and executive officers as a group (17 persons) | 28,460,906 | 47.7% |

  15. DIRECTORS AND EXECUTIVE OFFICERS

    * Less than 1%. Mr. Ackman, who is a director of the Company, may be deemed to be the beneficial owner of the 27,852,064 shares by virtue of his positions as (i) Chief Executive Officer of PSCM, which serves as investment advisor to the Pershing Square Affiliated Funds (as defined below) and is the parent company of Pershing Square HHH Holdings, LLC, a Nevada limited liability company (“PS HHH Holdings”), and (ii) Chief Executive Officer and Chairman of the Board of Pershing Square Inc., a Nevada corporation (“PS Inc.”), the parent company of PSCM. Of the 27,852,064 shares, 9,000,000 shares are held directly by PS HHH Holdings, which is wholly owned by PSCM, and the remaining 18,852,064 shares are beneficially owned through the Pershing Square Affiliated Funds. PSCM’s principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership (“PSLP”), Pershing Square International, Ltd., a Cayman Islands exempted company (“PS International”), PS Redemption, L.P., a Delaware limited partnership (“RedemptionCo”), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey (“PSH” and together with PSLP, PS International and RedemptionCo, the “Pershing Square Affiliated Funds”). Mr. Ackman disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein. (2) Includes shares of restricted stock for which the following directors have sole voting power, but no dispositive power: Mr. Eun (3,290), Mr. Grandisson (3,290), Mr. Lachman (5,754), Ms. Panuccio (5,754), Mr. Sellers (4,038), Ms. Tighe (3,290), Mr. Williams (2,169), and Mr. Wautier (2,169). These shares of restricted stock are expected to vest on the earlier of the 2027 annual meeting of stockholders or June 1, 2027. (3) Includes 68,653 shares of restricted stock granted to Mr. Grandisson in July 2026. These shares will vest in equal installments with 20% vesting on each of the first five anniversaries of the date of grant. Mr. Grandisson also holds warrants to purchase 1,131,273 shares of common stock through MGFT Investments LLC. These warrants are not exercisable until April 20, 2030, and are therefore not included in the beneficial ownership count as of the Record Date pursuant to SEC Rule 13d-3. (4) Mr. Israel is Chief Investment Officer at Pershing Square, the investment advisor to the Pershing Square Affiliated Funds and the parent company of PS HHH Holdings. Mr. Israel disclaims beneficial ownership of the 27,852,064 shares held by the Pershing Square Affiliated Funds except to the extent of his pecuniary interest therein. (5) Includes shares of restricted stock for which the following directors have sole voting power, but no dispositive power: Mr. Lachman (2,464) and Ms. Panuccio (2,464). These shares of restricted stock are expected to vest on the earlier of the Company’s 2026 annual meeting of stockholders or October 24, 2026 (but not less than 50 weeks). (6) Includes: (a) 16,942 shares of performance-based restricted stock granted to Mr. O’Reilly in March 2023 for which he has sole voting power, but no dispositive power; (b) 6,503 shares of time-based restricted stock granted and 19,010 shares of performance-based restricted stock to Mr. O’Reilly in February 2024 for which he has sole voting power, but no dispositive power; (c) 19,859 shares of time-based restricted stock granted and 29,640 shares of performance-based restricted stock to Mr. O’Reilly in February 2025 for which he has sole voting power, but no dispositive power; (d) 13,492 shares of time-based restricted stock and 53,966 shares of performance-based restricted stock granted to Mr. O’Reilly in February 2026 for which he has sole voting power, but no dispositive power; and (e) 19,358 shares underlying options expiring on November 30, 2030. (7) Includes: (a) 3,011 shares of performance-based restricted stock granted to Mr. Davis in March 2023 for which he has sole voting power, but no dispositive power; (b) 2,751 shares of performance-based restricted stock granted to Mr. Davis in January 2024 for which he has sole voting power, but no dispositive power; (c) 3,310 shares of time-based restricted stock and 4,940 shares of performance-based restricted stock granted to Mr. Davis in February 2025 for which he has sole voting power, but no dispositive power; and (d) 2,498 shares of time-based restricted stock and 9,994 shares of performance-based restricted stock granted to Mr. Davis in February 2026 for which he has sole voting power, but no dispositive power. (8) Includes: (a) 7,153 shares of performance-based restricted stock granted to Mr. Olea in March 2023 for which he has sole voting power, but no dispositive power; (b) 2,388 shares of time-based restricted stock and 6,979 shares of performance-based restricted stock granted to Mr. Olea in February 2024 for which he has sole voting power, but no dispositive power; (c) 5,958 shares of time-based restricted stock and 8,892 shares of performance-based restricted stock granted to Mr. Olea in February 2025 for which he has sole voting power, but no dispositive power; and (d) 4,047 shares of time-based restricted stock and 16,190 shares of performance-based restricted stock granted to Mr. Olea in February 2026 for which he has sole voting power, but no dispositive power. (9) Includes: (a) 5,332 shares of time-based restricted stock granted to Mr. Valane in April 2024 for which he has sole voting power, but no dispositive power; (b) 3,310 shares of time-based restricted stock and 4,940 shares of performance-based restricted stock granted to Mr. Valane in February 2025 for which he has sole voting power, but no dispositive power; and (c) 2,249 shares of time-based restricted stock and 8,994 shares of performance-based restricted stock granted to Mr. Valane in February 2026 for which he has sole voting power, but no dispositive power. Includes: (a) 2,314 shares of performance-based restricted stock granted to Mr. Johnstone in March 2023 for which he has sole voting power, but no dispositive power; (b) 1,118 shares of time-based restricted stock and 3,268 shares of performance-based restricted stock granted to Mr. Johnstone in January 2024 for which he has sole voting power, but no dispositive power; (c) 2,648 shares of time-based restricted stock and 3,952 shares of performance-based restricted stock granted to Mr. Johnstone in February 2025 for which he has sole voting power, but no dispositive power; and (d) 3,904 shares of time-based restricted stock and 3,904 shares of performance-based restricted stock granted to Mr. Johnstone in February 2026 for which he has sole voting power, but no dispositive power.

  16. Services Agreement

    Services Agreement Pursuant to the terms of the Services Agreement, dated May 5, 2025, between the Company and PSCM, PSCM will support the Company’s new diversified holding company strategy by providing services to the Company, such as (i) investment advisory services, (ii) making recommendations with respect to hedging, balance sheet optimization and capital allocation, (iii) executing transactions, (iv) assisting the Company with business and corporate development functions, (v) making voting recommendations for the Company’s investments, (vi) assisting with and advising on fundraising, (vii) monitoring operations of the Company and its investments, subject to the day-to-day authority and responsibility of management of the Company, (viii) providing recommendations for persons to serve as designees or deputies of the Chief Investment Officer, (ix) engaging and supervising third-party service providers, (x) making dividend payment recommendations, and (xi) providing other services as may be agreed upon. The Company pays PSCM a quarterly base fee of $3,750,000 and a quarterly variable fee equal to 0.375% of the excess value of the quarter-end stock price of the Company’s common stock minus the reference price of $66.1453, multiplied by existing share count of 59,393,938 shares, which share count will not increase with the issuance of new shares of common stock. The base fee and the reference share price are subject to annual adjustment based on the Core PCE Price Index. The base fee and the variable fee will each be paid to PSCM quarterly. The Services Agreement has an initial ten (10) year term and will have successive renewal terms of ten (10) years unless either party terminates or elects not to renew the Services Agreement in accordance with the terms of the Services Agreement. With the approval of 2/3 of the disinterested directors, the Company can terminate the Services Agreement with 120 days’ prior written notice (or 30 days’ prior written notice for specific causes) for the following: (i) material default by PSCM that causes material harm and is not cured within a 60-day cure period; (ii) fraud, misrepresentation or embezzlement by PSCM; (iii) PSCM acts in a manner constituting bad faith, willful misconduct or gross negligence or engages in criminal conduct in the performance of its duties; (iv) PSCM faces bankruptcy or insolvency; (v) upon a change of control and payment of a make-whole fee (described below); and (vi) with unanimous approval of the disinterested directors, if PS Inc. and its affiliates no longer beneficially own all of the Purchased Shares during the first 10 years of the Closing Date (or 75% of the Purchased Shares thereafter). The Company may also elect to not renew the Services Agreement if the non-renewal is approved by a unanimous vote of the disinterested directors and subsequently approved by a seventy percent (70%) vote of the outstanding shares of common stock, excluding any shares held by PSCM or its affiliates. In the event that the Services Agreement is terminated pursuant to a change of control of the Company, the Company will pay PSCM a make-whole fee intended to approximate the present value of the total fees (base and variable) that PSCM would have received had it continued to provide services for the remainder of the then-current term.

  17. Standstill Agreement

    Standstill Agreement The Company entered into a Standstill Agreement, dated May 5, 2025, by and between the Company and PS Inc. (f/k/a Pershing Square Holdco, L.P.) (the “Standstill Agreement”), pursuant to which PS Inc. and the Company agreed to certain matters, including Board and committee size and composition, ownership limits, voting caps, transfer restrictions and related party transactions. Governance Matters: Pursuant to the Standstill Agreement, so long as PS Inc. and its affiliates collectively beneficially own more than 10% of the outstanding shares of common stock on a fully diluted basis, none of PS Inc. or its affiliates will take any action that is inconsistent with its support for certain specified corporate governance principles, including: a majority of the Board shall be “independent” under applicable stock exchange standards; the Board shall have a nominating committee, a majority of which shall be independent and not affiliated with or nominated by PS Inc. or any of its affiliates; • the size of the Board will be fixed at eleven members and cannot be changed without approval of 75% of the Board; and • any change of control transaction involving stockholders holding more than 10% of the outstanding shares of common stock requires approval of (i) a majority of the Disinterested Directors (as defined in the Standstill Agreement), and (ii) a majority of the voting power of the unaffiliated stockholders. Ownership Cap: PS Inc., PSCM and their respective affiliates agree not to acquire beneficial or economic ownership of more than 47% of the outstanding shares of common stock. Voting Cap: For all matters being voted on at a stockholder meeting or in a consent solicitation that the Board recommends that stockholders approve, the voting power of the shares held by PS Inc., PSCM and their respective affiliates will be limited to 40% of the total voting power of the outstanding shares of Common Stock (the “voting cap”), with the excess of any shares held by PS Inc., PSCM and their respective affiliates over the voting cap (the “excess shares”) to be voted by PS Inc. in proportion to the votes cast by stockholders unaffiliated with PS Inc. This voting cap will be uniformly applied across all matters, except with respect to voting to elect the PS Board Designees, for which no voting cap applies. For all matters being voted on at a stockholder meeting or in a consent solicitation that the Board has recommended that stockholders not approve, PS Inc., PSCM and their respective affiliates may vote all of their shares “against” such matter, or they may vote their shares up to the voting cap “for” such matter, with the excess shares to be voted by PS Inc., Pershing Square and their respective affiliates in proportion to the votes cast by stockholders unaffiliated with PS Inc., PSCM and their respective affiliates, or any transferee thereof. Transfer Restrictions: Without the approval of a majority of the Disinterested Directors, PS Inc., PSCM and their respective affiliates may not sell or otherwise transfer any shares of Common Stock that they hold if, immediately after giving effect to such sale or transfer, the person that acquires such Common Stock (other than an underwriter) would, together with its affiliates, beneficially own more than 10% of the then-outstanding shares of Common Stock. Related Party Transactions: Without the approval of a majority of the Disinterested Directors, PS Inc., PSCM and their respective affiliates may not engage in (i) any transaction or series of related transactions, directly or indirectly, between the Company or any subsidiary of the Company, on the one hand, and any of PS Inc., PSCM or their respective affiliates, on the other hand, or (ii) with respect to the purchase or sale of Common Stock by any of PS Inc., PSCM or their respective affiliates, any waiver of any limitation or restriction with respect to such purchase or sale in the Transaction Documents (defined below), except for (i) transactions expressly contemplated in the Transaction Documents, (ii) customary compensation arrangements for Board designees and (iii) transactions in the ordinary course of the Company’s business that do not involve payments by the Company in excess of $10,000,000. Termination: The Standstill Agreement can be terminated (i) by mutual agreement between the Company and PS Inc. but only if 2/3 of the Disinterested Directors approve such termination; (ii) without any further action by the parties, if PS Inc. beneficially owns less than 10% of the outstanding shares of Common Stock on a fully diluted basis; (iii) without any further action by the parties, following a change of control of the Company not involving PS Inc., PSCM or any of their respective affiliates; (iv) without any further action by the parties, upon a sale of substantially all of the Company’s assets or the acquisition by any person or group of voting securities of the Company entitling such person or group to exercise 90% or more of the total voting power of the outstanding stock entitled to vote generally on the election of directors; and (v) upon notice by PS Inc. to the Company in the event the Services Agreement has expired or otherwise terminated.

  18. Background

    Background Bill Ackman has served as Executive Chairman of the Board since May 2025, and previously served as Chairman of the Board from November 2010 to May 2024. Mr. Ackman has served as the Founder and Chief Executive Officer of PSCM since its founding in 2003, and as Chairman of the board of directors of PS Inc. since June 2024. Prior to founding PSCM, Mr. Ackman co-founded and co-managed Gotham Partners Management Co., LLC, an investment adviser that managed public and private equity hedge fund portfolios, until 2003. Mr. Ackman is Chairman and Chief Executive Officer of Pershing Square SPARC Holdings, Ltd. In addition, Mr. Ackman serves on the board of The Pershing Square Foundation, which he founded in 2006. Mr. Ackman previously served as Chief Executive Officer and Chairman of Pershing Square Tontine Holdings, Ltd., as a member of the Federal Reserve Bank of New York’s Investment Advisory Committee on Financial Markets and as a director of Universal Music Group N.V. Mr. Ackman received a Masters in Business Administration from the Harvard Business School and a Bachelor of Arts magna cum laude from Harvard College. Mr. Ackman’s management experience, his service on boards of directors of public companies, and his investment experience in public and private companies and real estate provide him with valuable insights and perspectives that can assist the Company and the Board.

  19. Background

    | | DAVID EUN Age 59 Independent director since May 2023 Committees • Audit • Technology (Chair) |

  20. Background

    Background David Eun has served as a director since May 2023. He was Co-Founder of Alakai Group, an investment firm. Mr. Eun previously worked at Samsung Electronics from January 2012 to December 2020. At Samsung, Mr. Eun served as President and Chief Innovation Officer for Samsung Electronics, a role in which he identified new industry and consumer trends, developed long-term strategies for driving future growth opportunities, and negotiated alliances with top technology partners. Mr. Eun also served as President of Samsung NEXT, an innovation group he founded providing venture capital, partnership formation, product development, M&A advisory, and operational support to startups globally. Prior to joining Samsung, Mr. Eun served as President of AOL Media, and Global Head of Content Partnerships and Business Development at Google and YouTube, following executive roles in media and venture capital. Mr. Eun has served as a director of Versant Media Group, Inc. since January 2026 and is a member of its Nominating and Corporate Governance Committee. Mr. Eun is a graduate of Harvard College and Harvard Law School.

  21. Qualifications

    Qualifications We believe Mr. Eun’s experience in the media and technology industries and his familiarity with corporate innovation and operations will provide the Board with valuable insights into key matters.

  22. Qualifications

    | | MARC GRANDISSON Age 59 Director since May 2026 Committees • Insurance (Chair) |

  23. Background

    Background Marc Grandisson has served as a director since May 2026 and has been Executive Chairman of Vantage since June 2026. Mr. Grandisson served as Chief Executive Officer of Arch Capital Group Ltd. (NASDAQ: ACGL), a Bermuda-based global provider of specialty insurance, reinsurance, and mortgage insurance, from 2018 until his retirement in 2024. One of Arch Capital’s original founders, Mr. Grandisson joined the company at its inception in 2001 and held a series of senior leadership roles before being appointed Chief Executive Officer. Under his leadership, Arch Capital grew into one of the most respected and profitable specialty insurance enterprises in the world, delivering consistent long-term value to shareholders across a range of market cycles. Prior to joining Arch Capital, Mr. Grandisson held senior roles at Berkshire Hathaway, F&G Re, and Towers Watson. He is a Fellow of the Casualty Actuarial Society and a member of the American Academy of Actuaries, and served as Chairman of the Association of Bermuda Insurers and Reinsurers (ABIR) from 2021 to 2022. Mr. Grandisson earned a Bachelor of Science in Actuarial Science from Université Laval in 1990 and a Master of Business Administration from the Wharton School of the University of Pennsylvania in 2000. A lifelong hockey enthusiast born and raised in Quebec, he is a minority investor in the NHL’s Carolina Hurricanes.

  24. Qualifications

    Qualifications Mr. Grandisson’s extensive insurance, reinsurance, capital markets, and executive leadership experience provide him with valuable insights and perspectives that can assist the Company and the Board.

  25. Qualifications

    | | RYAN ISRAEL Age 41 Director since May 2025 Committees • Insurance • Compensation (observer) |

  26. Qualifications

    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 PSCM since August 2022. He has also served as a member of the board of directors of PS Inc. since June 2024. Mr. Israel 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. Mr. Israel’s investment, capital markets and management experience provide him with valuable insights and perspectives that can assist the Company and the Board.

  27. Qualifications

    | | THOM LACHMAN Age 63 Independent director since September 2025 Committees • Nominating and Corporate Governance • Technology |

  28. Background

    Background Thom Lachman has served as a director since September 2025. Mr. Lachman is the former 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.

  29. Qualifications

    Qualifications Mr. Lachman’s extensive experience in executive leadership, operations, and marketing, particularly as the CEO of a global company, makes him a valuable asset to the Board and the Company.

  30. Qualifications

    | | DAVID O’REILLY Age 52 Director since December 2020 Committees • None |

  31. Background

    Background 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. Mr. O’Reilly’s extensive financial and strategic experience in the real estate industry, as well as his executive leadership experience, make him particularly suited to provide guidance to the Board and serve as a bridge between the Board and our executive officers.

  32. Other current public company boards

    Other current public company boards • Kite Realty Group Trust

  33. Other current public company boards

    | | SUSAN PANUCCIO Age 54 Independent director since September 2025 Committees • Audit (Chair) |

  34. Background

    Background 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.

  35. Qualifications

    Qualifications Ms. Panuccio’s extensive background in corporate finance, her long-standing experience as a Chief Financial Officer for a large, global media company, and her knowledge of the insurance industry make her exceptionally qualified to serve on the Company’s Board.

  36. Qualifications

    | | R. SCOT SELLERS Age 69 Presiding Director since May 2025 Independent director since November 2010 Committees • Compensation (Chair) |

  37. Background

    Background 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 master planned community developer, since May 2023, and serves on MLP’s Compensation Committee.

  38. Qualifications

    Qualifications Mr. Sellers’ extensive experience in the real estate industry, evidenced by the broad growth of Archstone under his leadership and his dedicated board and committee service within the industry, provide him with valuable industry-specific insight, knowledge and expertise, making him particularly suited to provide guidance to the Board.

  39. Other current public company boards

    Other current public company boards • Maui Land & Pineapple Company, Inc.

  40. Other current public company boards

    | | MARY ANN TIGHE Age 77 Independent director since October 2011 Committees • Compensation • Nominating and Corporate Governance |

  41. Other current public company boards

    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 4,500 employees, and served as a director of CBRE in 2013. Over the course of her career, Ms. Tighe has completed commercial real estate transactions totaling more than 133.5 million square feet in the New York Region, including deals that have anchored more than 16.4 million square feet of new construction. 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.

  42. Qualifications

    Qualifications Ms. Tighe’s extensive experience with commercial real estate transactions enables her to provide the Board with key insight into real estate matters.

  43. Qualifications

    | | JEAN-BAPTISTE WAUTIER Age 56 Independent director since May 2025 Committees • Audit • Technology |

  44. Background

    Background Jean-Baptiste Wautier has served as a director since May 2025. Mr. Wautier is an investor and philanthropist, a resident of London, and co-founder of the Wautier Family Office, which was established in 2024. He is currently Chairman of GEDEBE, a luxury fashion house, 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.

  45. Qualifications

    Qualifications Mr. Wautier’s investment and architectural experience provide him with knowledge and expertise that will benefit the Board.

  46. Qualifications

    | | ANTHONY WILLIAMS Age 75 Independent director since February 2021 Committees • Compensation • Nominating and Corporate Governance (Chair) |

  47. Qualifications

    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.

  48. Qualifications

    Qualifications Mr. Williams’ extensive experience with urban development, government relations and financial oversight enables him to provide the Board with key insight into urban development and the related government relations.

  49. Qualifications

    | ✓ | The Board recommends a vote FOR each of the eleven director nominees listed above. |

  50. Qualifications

    | Proposal No. 2 – Advisory (Non-Binding) Vote on Executive Compensation |

  51. Qualifications

    The Company believes that its compensation policies and procedures are centered on a pay-for-performance culture and are strongly aligned with the long-term interests of its stockholders. This advisory, non-binding, stockholder vote, as required under Section 14A of the Exchange Act and commonly known as “say-on-pay”, gives you, as a stockholder, the opportunity to vote for or against the Company’s executive compensation program. We conduct this vote annually. The vote on this proposal is not intended to address any specific element of compensation. The vote relates to the compensation of the Company’s named executive officers (“NEOs”), as disclosed under the headings “Compensation Discussion and Analysis” and “Executive Compensation” in this Proxy Statement pursuant to the compensation disclosure rules of the SEC. Highlights of our executive compensation program and practices include the following: ■ a compensation recovery policy designed to prevent misconduct by any executive officers; ■ no single-trigger change-in-control arrangements; ■ minimum three-year vesting period for performance-based equity awards; ■ a substantial portion of our long-term equity awards contains meaningful performance hurdles to achieve full vesting; ■ minimum stock ownership guidelines for the Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer & Secretary; ■ no excise tax gross-ups in executive employment agreements or incentive plans; and ■ a general prohibition against short sales, investing in publicly traded options, hedging, pledging and margin accounts and limit orders involving Company securities. The Board recommends that stockholders vote “FOR” the following resolution: RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission, including the Compensation Discussion and Analysis, the compensation tables and any related material disclosed in this Proxy Statement, is hereby approved.

  52. 2025 Compensation Highlights

    | Compensation Practice | Rationale for Practice | | • We generally make annual long-term equity incentive awards, 50% of which are performance-based. Beginning in 2026, 80% of awards made to Messrs. O’Reilly, Olea, Valane, and Davis will be performance-based. | • We tie a significant portion of compensation to long-term performance. | | • Majority of annual compensation for our NEOs is tied to incentive compensation. | • Our NEOs have an annual performance-based incentive compensation opportunity that is reviewed each year to ensure alignment with our compensation objectives. |

  53. Compensation and Governance Best Practices

    | What We Don’t Do | | | | No Excise Tax Gross-Ups. Our executive employment agreements do not provide excise tax gross-up payments to executive officers. | | | No Supplemental Retirement Benefits. We do not provide supplemental executive officer retirement benefits. | | | No Hedging or Pledging. We do not permit hedging or pledging of equity by our executive officers. | | | No Repricing. Our equity plan prohibits repricing or the buyout of underwater stock options without stockholder approval. | | | No Discount Options. Our equity plan prohibits granting stock options with a grant price less than the fair market value of our common stock on the date of the grant. |

  54. Compensation Philosophy and Objectives

    | We Strive to Attract, Incentivize and Retain Talented Individuals. | We pay competitively. | | It is imperative that we attract, incentivize and retain individuals in executive positions whose skills, business experience and acumen are critical to the current and long-term success of the Company. | We pay competitively to provide a target compensation opportunity that will attract, motivate and retain our talented core of executives who drive our success. The compensation program is designed to give the Company a competitive advantage relative to the compensation provided by peer group companies with which we compete for qualified executive talent. The Compensation Committee also seeks to retain executives through the phases of the cycle of the real estate market by keeping compensation competitive during times of growth as well as contraction, reflecting the long-term nature of successful real estate development businesses. While peer group companies and competitive survey data provide a beginning reference point and inform decisions on the range of compensation opportunities, it is just one of many factors the Compensation Committee considers in setting pay. For example, the Compensation Committee recognizes that talent competitors for our NEOs include high-paying private real estate development companies, private equity firms, and real estate opportunity funds, in addition to our more conventional public company peers. Also, several of our peers are real estate investment trusts (“REITs”) whose operations directly compare to our operating assets segment only and not to our master planned community segment or strategic development segment. The Compensation Committee retains flexibility to adjust executive compensation based on our objectives of building our Company and creating stockholder value. The Compensation Committee will continue to evaluate competition for talent and the makeup of the Company’s peers as we continue our transformation into a diversified holding company, including following the consummation of the Vantage acquisition. | | | Retention is a key objective of the compensation program. | | | Because the implementation of the Company’s business strategy requires long-term commitments on the part of our NEOs, and because competition for top talent is intense in the Company’s industry, retention of our talented core of executives is a key objective of the compensation program. |

  55. Compensation Philosophy and Objectives

    | We Pay for Performance. | We reward attainment of established goals. | | We firmly believe that pay should be tied to performance. Superior performance enhances stockholder value and is a fundamental objective of the Company’s compensation program. | The compensation program is designed to reward our NEOs for attaining established goals that require the dedication of their time, effort, skills and business experience to drive the success of the Company and the maximization of stockholder value. | | | Performance-based annual incentive compensation is a key component of our compensation program. | | | For fiscal 2025, annual performance is rewarded through annual incentive awards and is based on the Company’s operational performance and financial results and the individual NEO’s contribution to those results. NEO performance is judged against specific, predetermined financial and strategic goals established by the Compensation Committee. In addition, approximately 25% of each NEO’s annual incentive award is based on a subjective performance evaluation. |

  56. Compensation Philosophy and Objectives

    | We Align Pay to Business Objectives and Long-Term Strategy. | We grant long-term equity incentive awards under our equity incentive program. | | The compensation program is designed to reward and motivate both the performance of the Company overall, and, as described below, individual NEO performance in attaining business objectives and maximizing stockholder value. Compensation decisions are based on the principle that the long-term interests of our NEOs should be aligned with those of our stockholders. | We use equity incentive awards as a recruitment and retention incentive and to align the interests of our NEOs with stockholder interests. In fiscal 2025, the Compensation Committee granted awards under our 2020 Equity Incentive Plan (which was succeeded by our 2025 Equity Incentive Plan upon approval by our stockholders at our 2025 Annual Meeting). Performance is a key component of our long-term equity incentive program. Effective January 2026, the Compensation Committee agreed to an increase to (i) Mr. O’Reilly’s Annual LTIP Award (as defined in the O’Reilly Employment Agreement) from $4,500,000 to $5,500,000; (ii) Mr. Olea’s Annual LTIP Award (as defined in the Olea Employment Agreement) from $1,350,000 to $1,975,000; and (iii) Mr. Valane’s Annual LTIP Award (as defined in the Valane Employment Agreement) from $750,000 to $1,000,000. From March 2023 through 2025, the Compensation Committee used net asset value (“NAV”) growth as the sole metric for the performance-based component of our annual long-term equity awards to all employees. The Committee believes that NAV growth is a key fundamental indicator of the Company’s long-term value appreciation and that its use as a performance metric incentivizes strategic capital allocation, and will continue to use NAV growth as the sole performance metric for performance-based awards issued to Howard Hughes Communities employees going forward other than Messrs. O’Reilly, Olea, Valane, and Davis. Beginning in 2026, performance-based awards issued to these four individuals are based on absolute cumulative total stockholder return in light of the Company’s transformation into a diversified holding company. |

  57. Role of Compensation Consultant

    Role of Compensation Consultant The scope of Meridian’s work included the following items in connection with 2025 compensation: • providing the Compensation Committee with relevant market data; • updating the Compensation Committee on related trends and developments; and • providing input on compensation decisions for the NEOs and other employees; • providing input on various compensation matters and policies as requested by the Compensation Committee. Meridian is independent and provides no services directly to the Company and no conflicts of interest exist between the Company and Meridian.

  58. MARKET REVIEW AND COMPENSATION PEER GROUP

    MARKET REVIEW AND COMPENSATION PEER GROUP For 2025 NEO performance, the Compensation Committee compared our executive compensation program with competitive market information regarding salary and incentive awards and programs. The purpose of this analysis is to provide a beginning reference point in evaluating the reasonableness and competitiveness of our executive compensation within the real estate development and operating industry and to ensure that our compensation program is generally comparable to companies of similar size and scope of operations. Market pay levels are obtained from various sources, including published compensation surveys and information taken from SEC filings of 14 public companies recommended and benchmarked by Meridian and reviewed by the Compensation Committee. The Compensation Committee may also consider compensation paid at private real estate and investment companies and larger real estate companies as additional context but does not benchmark NEO compensation against them. The following companies constituted the benchmarking peer group analyzed by Meridian and provided to the Compensation Committee for purposes of its review and consideration of the 2025 compensation decisions approved for our NEOs:

  59. Peer Group

    Peer Group

  60. Peer Group

    | • Camden Property Trust | • JBG SMITH Properties | • Tri Pointe Homes, Inc. | | • Brixmor Property Group Inc. | • Kilroy Realty Corporation | • Regency Centers Corporation | | • Cousins Properties Incorporated | • Meritage Homes Corporation | • Toll Brothers, Inc. | | • Douglas Emmett, Inc. | • Mid-America Apartment Communities, Inc. | • UDR, Inc. | | • Federal Realty Investment Trust | • Taylor Morrison Home Corporation | |

  61. Peer Group

    The peer group consists of the same companies reviewed in 2024, with the exceptions of: (i) the removals of (a) Highwoods Properties, Inc. (“Highwoods”), (b) Hudson Pacific Properties, Inc. (“Hudson Pacific”), and (c) Beazer Homes USA, Inc. (“Beazer”); and (ii) the additions of (x) Taylor Morrison Home Corporation (“Taylor Morrison”), and (y) JBG SMITH Properties (“JBG Smith”). Highwoods, Hudson Pacific and Beazer were removed due to size considerations. Beazer was replaced by Taylor Morrison, a single family homebuilder. JBG Smith was added in light of its multiple asset classes and focus on development.

  62. EMPLOYMENT AGREEMENTS

    EMPLOYMENT AGREEMENTS Each of Messrs. O’Reilly, Olea, and Valane has an employment agreement with the Company. Mr. Cross also had such an agreement prior to retiring from the Company on September 16, 2025. These agreements provide for a minimum annual base salary, target annual incentive compensation under plans approved by the Compensation Committee, as well as severance and other benefits. The Compensation Committee approved the terms of the employment agreements based upon (a) its assessment of the terms necessary to retain highly qualified executives, and (b) arm’s-length negotiations with each of these executives. For a description of the material terms of these employment agreements and employment arrangements, see “Executive Compensation – Employment Agreements and Arrangements with the NEOs.” Mr. Johnstone commenced his employment with the Company in November 2012. Mr. Johnstone served as HHC’s President, Hawaii Region from January 2020 to June 2025, and has served as HHC’s President, Hawaii Region & National Condominium Development since July 2025. Mr. Johnstone is employed on an at-will basis. Mr. Davis commenced his employment with the Company in May 2011. Mr. Davis served as Senior Vice President, Head of Investments from February 2021 to December 2024, Executive Vice President, Head of Investments and Operations from December 2024 to January 2026, and has served as HHC’s Chief Operating Officer since February 2026. Mr. Davis is employed on an at-will basis.

  63. Key Elements of Executive Compensation Program

    | Element | Form | Objectives and Basis | | Base Salary | Cash | • Attract and retain highly qualified executives to drive our success | | Annual Incentive | Cash | • Drive Company and segment results | | Compensation | | • Actual payout determined by the Compensation Committee based on the achievement of specific financial and operational goals and objectives established by the Compensation Committee during the first quarter of each calendar year | | Long-Term Equity | Annual Restricted Stock Grants (time-based and performance-based vesting) | • Drive Company performance | | Incentive | | • Align interests of executives with those of our stockholders | | | | • Retain executives through long-term vesting | | | | • Provide stockholder-aligned wealth accumulation opportunities | | Deferred Compensation | 401(k) plan, non-qualified deferred compensation plan | • Provide tax-deferred methods for general savings and retirement |

  64. 2025 ANNUAL COMPENSATION MIX

    | | Key Responsibilities | | | Doug Johnstone President, HHC Hawaii Region & National Condominium Development | | | | | Our President, Hawaii Region & National Condominium Development, is primarily responsible for overseeing asset management, financing, and redevelopment initiatives in Ward Village, a 60-acre master planned community in the heart of Honolulu, and all condominiums across the Company’s regions. | | | | Key 2025 Performance Achievements | | | | • Successfully expanded his executive role to lead and strengthen HHC’s national condominium development platform, leveraging over a decade of expertise to elevate execution in The Woodlands and Summerlin. • Scaled Hawaii development portfolio by advancing construction of The Park Ward Village and Kalae, breaking ground on The Launiu Ward Village, and delivering a record-setting launch of the Melia and Ilima ultra-luxury towers. • Oversaw the successful completion of Ulana Ward Village. • Secured favorable amendments to the Ward Village Development Agreement, unlocking density for the Mahana project and establishing a framework for developing underutilized parcels. | | | | Compensation Decisions | | | | Base Salary | $574,808* | | | Annual Incentive Compensation** | $625,000 | | | Long-Term Equity Incentives | $623,705 | | | * Mr. Johnstone’s base salary increased to $600,000, effective January 1, 2026. | | | | ** Mr. Johnstone does not participate in the other NEOs’ annual incentive compensation program. For more information, see “2025 Annual Compensation – Annual Incentive Compensation.” | |

  65. 2025 ANNUAL COMPENSATION MIX

    | | Key Responsibilities | | | Andrew Davis HHC Chief Operating Officer | | | | | HHC’s Chief Operating Officer is primarily responsible for overseeing the company’s MPC business, capital markets activities, joint ventures, and operating assets. | | | | Key 2025 Performance Achievements | | | | • Spearheaded a comprehensive organizational restructuring that unified Regional Presidents, Capital Markets, and MPC Operations under a streamlined “One Team” model, improving cross-functional alignment, accountability, and the speed and efficiency of decision-making across all MPCs. • Oversaw MPC operations that generated $476 million of MPC EBT. • Managed key relationships with lenders and rating agencies and led the execution of more than $1.1 billion of financings across the platform. Notable transactions included securing a $555.3 million non-recourse construction loan with Blackstone for The Launiu, upsizing the Teravalis credit facility to $365 million, and orchestrating a $180 million forward sale of MUD receivables in Bridgeland, contributing to a total of $390 million of debt reduction from MUD sales since late 2024. • Successfully structured and launched multiple high-impact partnerships, including a new telecom platform across Teravalis. | | | | Compensation Decisions | | | | Base Salary | $499,514* | | | Annual Incentive Compensation** | $625,000 | | | Long-Term Equity Incentives | $779,631 | | | * Mr. Davis’s base salary increased to $550,000, effective January 1, 2026. | | | | ** Mr. Davis does not participate in the other NEOs’ annual incentive compensation program. For more information, see “2025 Annual Compensation – Annual Incentive Compensation.” | |

  66. ANNUAL INCENTIVE COMPENSATION

    ANNUAL INCENTIVE COMPENSATION The Compensation Committee believes that annual incentive compensation is a key element of the total compensation for our NEOs. The Compensation Committee also believes that placing a significant portion of executive compensation at risk each year, subject to the results of established performance measures and objectives, appropriately motivates the NEOs to achieve the Company’s financial and operational objectives, thereby enhancing stockholder value. The employment agreements with each of our NEOs provide that each officer is eligible to receive an annual incentive award. The target amount of each annual incentive award is set forth in the NEO’s employment agreement or letter agreement, as applicable. The annual incentive compensation opportunity for each of the NEOs under their current respective employment agreements with the Company is set forth below, other than Messrs. Davis and Johnstone, who do not have employment agreements with the Company and instead participate in the Company’s general annual incentive plan.

  67. David O’Reilly

    David O’Reilly • Target annual bonus of $1,750,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

  68. Carlos A. Olea

    Carlos A. Olea • Target annual bonus of $825,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

  69. Joseph Valane

    Joseph Valane Target annual bonus of $500,000 (ranging as applicable from a threshold value of 80% of target to a maximum value of 120% of target).

  70. David O’Reilly; Carlos Olea; and Joseph Valane – 2025 Annual Incentive

    David O’Reilly; Carlos Olea; and Joseph Valane – 2025 Annual Incentive The metrics approved under our 2025 annual incentive program applicable to Messrs. O’Reilly, Olea, and Valane are directly linked to our operating performance, with approximately 75% of the annual incentive earned based on achievement of the goals described in the table below, and the remaining approximately 25% based on individual performance as evaluated by the Compensation Committee. The performance metrics used in our incentive plans are based on our GAAP and non-GAAP performance measures, further adjusted for items the Compensation Committee believes are appropriate for assessing management’s controllable performance. For 2025, the Compensation Committee approved the following financial metrics and strategic goals with respect to the 75% objective portion under our annual incentive program for Messrs. O’Reilly, Olea, and Valane:

  71. David O’Reilly; Carlos Olea; and Joseph Valane – 2025 Annual Incentive

    | Financial Metric | Target | Actual | Percentage Achieved | | Operating Assets NOI(1)(2) | $247,011,000 | $261,985,000 | 106% | | MPC Earnings Before Taxes (MPC EBT) (GAAP)(1) | $472,412,000 | $476,102,000 | 101% | | Condominium Profit(1) | $3,591,000 | $4,662,000 | 130% |

  72. David O’Reilly; Carlos Olea; and Joseph Valane – 2025 Annual Incentive

    | Financial Metric | Target | Actual | Favorable/ (Unfavorable) | | Achieve Budgeted Corporate Cash G&A(1)(2) | $81,340,000 | $69,479,000 | 15% |

  73. David O’Reilly; Carlos Olea; and Joseph Valane – 2025 Annual Incentive

    | Strategic Goals | Actual | Percentage Achieved | | Delivery of strategic developments on-time and on-budget | Completed and delivered five new development projects in 2025, including 1 Riva Row, the Grogan’s Mill redevelopment, One Bridgeland Green, Village Green at Bridgeland Central, and the Ulana condominium tower in Ward Village | 110% | | Acceleration of the Pre-Development Process | Restructured processes for Capital Allocations Committee (CAC) and expedited and consistent design review. Out of seven projects in pre-development, six met or exceeded their milestone targets, with only one project being placed on hold for re-evaluation based on market conditions. | 110% | | Continued improvement of sustainability and social metrics | Reduced emissions by 10% year-over-year, keeping us on track to achieve our target of reducing Scope 1 and 2 emissions by 46.2% by 2030; achieved a GRESB score of 86, ranking first in peer group; achieved or on target to achieve LEED Gold status on 4 of 8 ground-up development projects; achieved ENERGY STAR certification on 25% of our Operating Asset portfolio, meeting target for the year. | 110% |

  74. David O’Reilly; Carlos Olea; and Joseph Valane – 2025 Annual Incentive

    Annex A includes: (i) our Segment Operating Results as reported in our Form 10-K for fiscal 2025; (ii) a reconciliation of Operating Assets segment EBT to Operating Assets NOI as reported in our Form 10-K for fiscal 2025; (iii) Condominium Gross Profit; and (iv) Corporate Cash G&A. The Compensation Committee chose these measures because it believes that they motivate our NEOs to drive Company growth and to execute our business plan. For purposes of our 2025 annual incentive program, the Compensation Committee began with the Company’s reported GAAP results and the non-GAAP measures we disclose in our periodic reports, including Operating Assets NOI, MPC EBT, condominium gross profit and Cash G&A. To better align the compensation metrics with the Board-approved budget and underlying operating performance, the Compensation Committee then applied limited, defined adjustments. For 2025, Cash G&A was adjusted to exclude Pershing Square fees, Vantage acquisition costs, and severance costs associated with headcount reductions. Condominium gross profit was adjusted to reflect the timing of closings for the final Victoria Place units by adding back $3.9 million of profit recognized in 2024 to align with the 2025 budget. In addition, the Operating Assets NOI and MPC EBT measures used by the Committee were based on internal results available prior to finalization of the audited financial statements; the final audited amounts differed only by immaterial amounts and did not affect payout decisions. With respect to performance for fiscal 2025, the Compensation Committee considered that MPC EBT performance was exceptional, achieving approximately 101% of the goal for 2025, and that the Operating Assets NOI goal achieved 106% of the goal for 2025. The Compensation Committee also noted that the Company achieved 130% of the 2025 goal for Condominium Profit. With respect to budgeted corporate cash G&A, the result (15% favorable) was also excellent and reflected management’s continued successful efforts to monitor costs across the Company. The Compensation Committee also considered the “Key 2025 Performance Achievements” for each of our NEOs set forth above. Therefore, the Compensation Committee believed it was appropriate to award: (i) Mr. O’Reilly an annual incentive award equal to 120% of his target bonus opportunity; (ii) Mr. Olea an annual incentive award equal to 120% of his target bonus opportunity; and (iii) Mr. Valane an annual incentive award equal to 120% of his target bonus opportunity. Accordingly, for fiscal 2025 performance: Mr. O’Reilly received an annual cash bonus of $2,100,000; Mr. Olea received an annual cash bonus of $990,000; and Mr. Valane received an annual cash bonus of $600,000.

  75. Doug Johnstone – 2025 Annual Incentive

    Doug Johnstone – 2025 Annual Incentive Mr. Johnstone does not participate in the same annual cash bonus program as described above. Instead, Mr. Johnstone participates in the Company’s general annual incentive plan in which all corporate employees (other than the other NEOs) are eligible. Annual cash bonuses under that general program are recommended by the CEO based on evaluation of objective and subjective measures and approved by the Compensation Committee. For performance in fiscal 2025, Mr. Johnstone received an annual incentive award equal to 109% of his target amount for his fiscal 2025 performance. Accordingly, Mr. Johnstone received an annual cash bonus of $625,000. This amount is reflected in the “Bonus” column of the “Summary Compensation Table” below.

  76. Andrew Davis – 2025 Annual Incentive

    Andrew Davis – 2025 Annual Incentive Mr. Davis does not participate in the same annual cash bonus program as described above. Instead, Mr. Davis participates in the Company’s general annual incentive plan in which all corporate employees (other than the other NEOs) are eligible. Annual cash bonuses under that general program are recommended by the CEO based on evaluation of objective and subjective measures and approved by the Compensation Committee. For performance in fiscal 2025, Mr. Davis received an annual incentive award equal to 100% of his target amount for his fiscal 2025 performance. Accordingly, Mr. Davis received an annual cash bonus of $625,000. This amount is reflected in the “Bonus” column of the “Summary Compensation Table” below.

  77. LONG-TERM EQUITY INCENTIVES

    LONG-TERM EQUITY INCENTIVES Our long-term equity incentive program is designed to attract, retain and motivate officers, employees, non-employee directors and consultants of the Company and its subsidiaries, as well as promote the success of the Company’s business by providing participants with appropriate incentives. The table below provides a breakdown of restricted stock awards granted to Messrs. O’Reilly, Cross, Olea, Valane, Davis and Johnstone in 2025.

  78. LONG-TERM EQUITY INCENTIVES

    | Name of Executive Officer | Performance- Based Shares (#) | Time- Based Shares (#) | Total (#) | | David O’Reilly (Annual Grant) | 29,640 | 29,640 | 59,280 | | L. Jay Cross (Annual Grant) | 15,150 | 15,150 | 30,300 | | Carlos Olea (Annual Grant) | 8,892 | 8,892 | 17,784 | | Joseph Valane (Annual Grant) | 4,940 | 4,940 | 9,880 | | Andrew Davis (Annual Grant) | 4,940 | 4,940 | 9,880 | | Doug Johnstone (Annual Grant) | 3,952 | 3,952 | 7,904 |

  79. Restricted Stock Grants

    Restricted Stock Grants The Company believes that restricted stock grants provide a long-term equity opportunity that is competitive in the Company’s industry and serves as a retention tool. The grants to all employees have historically been evenly divided between performance and time vesting shares. From March 2023 through 2025, 50% of the restricted stock awards granted to each NEO under our general annual equity award program were performance-based and eligible to cliff-vest after three years upon the achievement of net asset value growth metrics. Beginning in 2026, 80% of restricted stock awards granted to certain NEOs (including HHH’s CEO, CFO, and Chief Legal Officer, and HHC’s COO) under our general annual equity award program will be performance based and eligible to cliff-vest after three years upon the achievement of specified cumulative total stockholder return (“TSR”) growth percentages over the same period. The Company believes that the performance targets set for our NEOs are challenging and appropriate. The Company also believes that the long-term vesting component of the restricted stock aligns management’s interest with the long-term performance of the Company. The amounts of restricted stock granted in early 2025 to Messrs. O’Reilly, Cross, Olea, Valane, Davis, and Johnstone were based on numerous factors, including the Compensation Committee’s evaluation of our prior-year performance and the individuals’ respective contributions to their primary areas of oversight. Based on our fiscal 2024 performance and the Compensation Committee’s overall evaluation of the individual 2024 performance of each eligible NEO, the Compensation Committee determined that (a) Mr. O’Reilly should receive an annual long-term equity incentive in an amount equal to 113% of the target amount set forth in his employment agreement, (b) each of Messrs. Cross, Olea and Valane should receive an annual long-term equity incentive in an amount equal to the target amounts set forth in their respective employment agreements; and (c) Mr. Johnstone should receive an annual long-term equity incentive in an amount equal to 120% of his target amount of 100% of his base salary. In recognition of his exceptional contributions to the Company in 2024, Mr. Davis was awarded an annual long-term equity incentive in an amount equal to 343% of his target amount of 50% of his base salary. The performance-based shares are eligible to cliff-vest as shown in the table below on December 31, 2027. Vesting is based on the Company’s adjusted NAV growth over a three-year term. The Company’s adjusted NAV of $113.00 as of December 31, 2024, as determined by an independent third-party consultant, and approved by the Compensation Committee, will be used as the beginning amount for calculating NAV growth. The ending price for calculating NAV growth will be the adjusted NAV of the Company as of December 31, 2027, as determined by an independent third-party consultant and approved by the Compensation Committee. For each award of performance-based shares to Messrs. O’Reilly, Cross, Olea, Valane, Johnstone, and Davis in early 2025, a vesting percentage target shall be deemed satisfied if the average annual adjusted NAV/share growth rate over the measurement period is equal to or higher than the applicable threshold, in accordance with the vesting schedule below:

  80. Restricted Stock Grants

    | Target Average Annual Adjusted NAV/Share Growth Rate | End Date Adj. NAV/Share | Vesting % | | 0.00% to 5.99% | $133.33 or below | 0% | | 6.00% to 8.99% | $133.34 | 100% | | 9.00% to 11.99% | $143.51 | 150% | | 12.00% and above | $153.68 | 200% |

  81. Restricted Stock Grants

    The time-based shares granted to each of our NEOs in February 2025 vest ratably over an approximately three-year period. The first one-third (1/3) tranche of each time-based award vested on February 3, 2026 (the first anniversary of the date of the grant), and the remaining one-third (1/3) tranches vest on December 31, 2026, and December 31, 2027 (in each case, generally subject to continued employment on the applicable vesting date).

  82. Severance Benefits

    Severance Benefits We provide certain severance benefits to our NEOs under their respective employment agreements, and, for Mr. Davis and Mr. Johnstone, their respective offer letters and under The Howard Hughes Management Co. LLC Separation Benefits Plan (as amended and restated, the “Separation Benefits Plan”). For additional information regarding the employment agreements and arrangements with the Company’s NEOs, see “Executive Compensation – Employment Agreements and Arrangements with the NEOs” and “Potential Payments Upon Termination or Change in Control.” The Compensation Committee believes that these benefits are necessary and appropriate to attract and retain qualified NEOs given that these benefits are generally made available by other companies and that the change in control benefits help to ensure that the NEOs are able, as a practical matter, to evaluate any potential change in control transaction objectively and to appropriately encourage NEOs to remain employed by the Company in the event a change in control becomes a real possibility.

  83. Equity Grant Practices

    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 General Growth Properties, or GGP, our annual grants to executives and employees (including in fiscal 2025) 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.

  84. SUMMARY COMPENSATION TABLE

    SUMMARY COMPENSATION TABLE

  85. SUMMARY COMPENSATION TABLE

    | Name and Principal Position | Year | Salary ($) | Bonus(1) ($) | Stock Awards(2) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation(3) ($) | Change in pension value and nonqualified deferred compensation earnings ($) | All Other Compensation(4) ($) | Total ($) | | David O’Reilly Chief Executive Officer | 2025 | 1,000,000 | – | 4,677,785 | – | 2,100,000 | – | 48,993 | 7,826,778 | | | 2024 | 1,000,000 | – | 2,520,031 | – | 2,100,000 | – | 104,846 | 5,724,877 | | | 2023 | 750,000 | – | 2,321,025 | – | 1,725,000 | – | 170,971 | 4,966,996 | | L. Jay Cross Former President* | 2025 | 377,885 | – | 2,390,973 | – | – | – | 4,644,203 | 7,413,060 | | | 2024 | 750,000 | – | 1,752,980 | – | 2,086,500 | – | 150,039 | 4,739,520 | | | 2023 | 750,000 | – | 1,856,755 | – | 2,242,500 | – | 319,684 | 5,168,939 | | Carlos A. Olea Chief Financial Officer | 2025 | 550,000 | – | 1,403,335 | – | 990,000 | – | 30,137 | 2,973,473 | | | 2024 | 550,000 | – | 925,188 | – | 990,000 | – | 29,948 | 2,495,136 | | | 2023 | 500,000 | – | 979,935 | – | 900,000 | – | 35,781 | 2,415,716 | | Joseph Valane Chief Legal Officer & Secretary | 2025 | 500,000 | – | 779,631 | – | 600,000 | – | 25,973 | 1,905,604 | | | 2024 | 394,231 | 400,000 | 499,981 | – | 600,000 | – | 23,116 | 1,917,328 | | | 2023 | – | – | – | – | – | – | – | – | | Doug Johnstone President, HHC Hawaii Region & National Condo Development | 2025 | 574,808 | 625,000 | 623,705 | – | – | – | 33,815 | 1,857,328 | | | 2024 | 550,000 | 600,000 | 482,995 | – | – | – | 31,710 | 1,664,705 | | | 2023 | – | – | – | – | – | – | – | – | | Andrew Davis HHC Chief Operating Officer | 2025 | 499,514 | 625,000 | 779,631 | – | – | – | 30,758 | 1,934,903 | | | 2024 | – | – | – | – | – | – | – | – | | | 2023 | – | – | – | – | – | – | – | – |

  86. SUMMARY COMPENSATION TABLE

    * Mr. Cross ceased to be an executive officer of, and retired from, the Company effective September 16, 2025. (1) The amount reported in the “Bonus” column consists of the discretionary annual cash bonus paid to each of Mr. Johnstone and Mr. Davis for their respective 2025 performances. Please see above under “Doug Johnstone – 2025 Annual Incentive” and “Andrew Davis – 2025 Annual Incentive” for further information. The amounts reported in the “Stock Awards” column represent the aggregate grant date fair value of stock awards in the form of restricted stock (time-based vesting and performance-based vesting) granted in the years shown, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, Compensation – Stock Compensation (“ASC Topic 718”). Pursuant to SEC rules, the amounts shown in this column exclude the impact of estimated forfeitures related to service-based vesting conditions. If the maximum level of performance of 200% of target number of shares granted was achieved with respect to the performance-based restricted stock granted in 2025 to Messrs. O’Reilly, Cross, Olea, Johnstone, and Davis, the grant date values would be, respectively, $4,855,625, $2,481,873, $1,456,687, $647,417, and $809,271. See Note 13 to our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025, for further information regarding equity awards, including the assumptions made in determining these values. Additional information on all outstanding stock awards is reflected in the 2025 Outstanding Equity Awards at Fiscal Year-End table below. (3) The amounts reported in the “Non-Equity Incentive Plan Compensation” column reflect the amounts paid to certain of the NEOs under our annual incentive compensation plan for performance in the listed fiscal year. For additional information on annual incentive compensation, see “Compensation Discussion and Analysis – Annual Incentive Compensation.” For Mr. O’Reilly, the amount reported in the “All Other Compensation” column for 2025 consists of (i) (a) $18,405 contributed by the Company to the Company’s executive long term disability plan and (b) a $12,175 tax gross-up payment by the Company for the same; (ii) $360 for executive medical flight program costs; (iii) $17,500 contributed by the Company to the Company’s 401(k) plan; and (iv) $552 for group term life insurance. For Mr. Cross, the amount reported in the “All Other Compensation” column for 2025 consists of (i) (a) $18,050 contributed by the Company to the Company’s executive long term disability plan and (b) a $12,377 tax gross-up payment by the Company for the same; (ii) $15,865 contributed by the Company to the Company’s 401(k) plan; (iii) $360 for executive medical flight program costs; (iv) $1,397 for group term life insurance; (v) $4,567,308 in severance; and (vi) $28,846 paid for accrued and unused paid time off. For Mr. Olea, the amount reported in the “All Other Compensation” column for 2025 consists of (i) (a) $7,436 contributed by the Company to the Company’s executive long term disability plan and (b) a $5,058 tax gross-up payment by the Company for the same; (ii) $360 for group term life insurance; (iii) $16,923 contributed by the Company to the Company’s 401(k) plan; and (iv) $360 for executive medical flight program costs. For Mr. Valane, the amount reported in the “All Other Compensation” column for 2025 consists of (i) (a) $5,883 contributed by the Company to the Company’s executive long term disability plan; and (b) a $2,014 tax gross-up payment by the Company for the same; (ii) $360 for executive medical flight program costs; (iii) $216 for group term life insurance; and (iv) $17,500 contributed by the Company to the Company’s 401(k) plan. For Mr. Johnstone, the 2025 amount reported in the “All Other Compensation” column consists of (i) (a) $6,025 contributed by the Company to the Company’s executive long term disability plan and (b) a $2,590 tax gross-up payment by the Company for the same; (ii) $6,100 for charitable matching contributions; (iii) $240 for group term life insurance; (iv) $360 for executive medical flight program costs; (v) $17,500 contributed by the Company to the Company’s 401(k) plan; and (vi) $1,000 under the Company’s wellness reimbursement program. For Mr. Davis, the amounts reported in the “All Other Compensation” column for 2025 consist of (i) (a) $4,450 contributed by the Company to the Company’s executive long term disability plan and (b) a $1,832 tax gross-up payment by the Company for the same; (ii) $240 for group term life insurance; (iii) $840 for tickets; (iv) $360 for executive medical flight program costs; (v) $4,537 for charitable matching contributions; (vi) $17,500 contributed by the Company to the Company’s 401(k) plan; and (vii) $1,000 under the Company’s wellness reimbursement program.

  87. 2025 GRANTS OF PLAN-BASED AWARDS

    2025 GRANTS OF PLAN-BASED AWARDS The following table provides information regarding the plan-based awards granted to the NEOs in 2025.

  88. 2025 GRANTS OF PLAN-BASED AWARDS

    | | | | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(2) | | | Estimated Future Payouts Under Equity Incentive Plan Awards(3) | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(4) | Grant Date Fair Value of Stock Awards and Option Awards ($)(5) | | Name | Type of Award(1) | Grant Date | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | David O’Reilly | | | | | | | | | | | | | AICA | – | 1,400,000 | 1,750,000 | 2,100,000 | – | – | – | – | – | | | PBRS | 02/05/2025 | – | – | – | 0 | 29,640 | 59,280 | – | 2,427,812 | | | TBRS | 02/05/2025 | – | – | – | – | – | – | 29,640 | 2,249,972 | | L. Jay Cross | | | | | | | | | | | | | AICA | – | – | – | – | – | – | – | – | – | | | PBRS | 02/05/2025 | – | – | – | 0 | 15,150 | 30,300 | – | 1,240,937 | | | TBRS | 02/05/2025 | – | – | – | – | – | – | 15,150 | 1,150,037 | | Carlos A. Olea | | | | | | | | | | | | | AICA | – | 660,000 | 825,000 | 990,000 | – | – | – | – | – | | | PBRS | 02/05/2025 | – | – | – | 0 | 8,892 | 17,784 | – | 728,344 | | | TBRS | 02/05/2025 | – | – | – | – | – | – | 8,892 | 674,992 | | Joseph Valane | | | | | | | | | | | | | AICA | – | 400,000 | 500,000 | 600,000 | – | – | – | – | – | | | PBRS | 02/05/2025 | – | – | – | 0 | 4,940 | 9,880 | – | 404,635 | | | TBRS | 02/05/2025 | – | – | – | – | – | – | 4,940 | 374,995 | | Doug Johnstone | | | | | | | | | | | | | AICA | – | – | 575,000 | – | – | – | – | – | – | | | PBRS | 02/05/2025 | – | – | – | 0 | 3,952 | 7,904 | – | 323,708 | | | TBRS | 02/05/2025 | – | – | – | – | – | – | 3,952 | 299,996 | | Drew Davis | | | | | | | | | | | | | AICA | – | – | 625,000 | – | – | – | – | – | – | | | PBRS | 02/05/2025 | – | – | – | 0 | 4,940 | 9,880 | – | 404,635 | | | TBRS | 02/05/2025 | – | – | – | – | – | – | 4,940 | 374,995 |

  89. 2025 GRANTS OF PLAN-BASED AWARDS

    (1) Type of Award: AICA Annual Incentive Compensation (Cash) Award PBRS Performance-Based Restricted Stock Award TBRS Time-Based Restricted Stock Award (2) These columns represent the annual incentive compensation awards that could have been earned by the NEOs based on performance for the 2025 fiscal year. The amounts shown reflect the awards that as applicable were possible at their respective threshold, target and maximum levels of performance. The annual incentive award amounts actually paid to each NEO are reported in the “Non-Equity Incentive Plan Compensation” column (or, for Messrs. Johnstone and Davis, the “Bonus” column) of the Summary Compensation Table. For more information regarding the annual incentive compensation program, see “Compensation Discussion and Analysis – Annual Incentive Compensation.” (3) The awards represent the performance-based restricted stock awards granted in 2025 that may vest based on the Company’s NAV growth over a three-year period. The vesting schedule for each award has a specified threshold performance level such that performance below threshold results in no shares vesting. If at least the threshold performance goal is attained, the number of shares that will vest ranges from 100% to 200% of the target number of shares granted. For additional information regarding the vesting of the performance-based restricted stock, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” (4) The awards represent the time-based restricted stock awards granted in 2025, which vest in equal annual installments over a three-year period. For additional information regarding the vesting of the time-based restricted stock, see “Compensation Discussion and Analysis – Long-Term Equity Incentives.” Represents the grant date fair value determined pursuant to ASC Topic 718.

  90. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END The following table provides information on the outstanding equity awards held by the NEOs at December 31, 2025.*

  91. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    | | Option Awards | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested(1) (#) | Market Value of Shares or Units of Stock That Have Not Vested** ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested(2) (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested** ($) | | David O’Reilly | | | | | | | | | | 02/05/2025 | – | – | – | – | – | – | 29,640 | 2,364,383 | | 02/05/2025 | – | – | – | – | 29,640(4) | 2,364,383 | – | – | | 02/05/2024 | – | – | – | – | – | – | 38,020 | 3,032,855 | | 02/05/2024 | – | – | – | – | 6,503(5) | 518,744 | – | – | | 03/23/2023 | – | – | – | – | – | – | 33,884 | 2,702,927 | | 11/30/2020 | 19,358 | – | 64.45 | 11/30/2030 | – | – | – | – | | Andrew Davis | | | | | | | | | | 02/05/2025 | – | – | – | – | – | – | 4,940 | 394,064 | | 02/05/2025 | – | – | – | – | 4,940(4) | 394,064 | – | – | | 01/30/2024 | – | – | – | – | – | – | 5,502 | 438,895 | | 01/30/2024 | – | – | – | – | 942(3) | 75,143 | – | – | | 03/23/2023 | – | – | – | – | – | – | 6,022 | 480,375 | | Carlos A. Olea | | | | | | | | | | 02/05/2025 | – | – | – | – | – | – | 8,892 | 709,315 | | 02/05/2025 | – | – | – | – | 8,892(4) | 709,315 | – | – | | 02/05/2024 | – | – | – | – | – | – | 13,958 | 1,113,430 | | 02/05/2024 | – | – | – | – | 2,388(5) | 190,491 | – | – | | 03/23/2023 | – | – | – | – | – | – | 14,306 | 1,141,190 | | Joseph Valane | | | | | | | | | | 02/05/2025 | – | – | – | – | – | – | 4,940 | 394,064 | | 02/05/2025 | – | – | – | – | 4,940(4) | 394,064 | – | – | | 04/01/2024 | – | – | – | – | 5,332(6) | 425,334 | – | – | | Douglas Johnstone | | | | | | | | | | 02/05/2025 | – | – | – | – | – | – | 3,952 | 315,251 | | 02/05/2025 | – | – | – | – | 3,952(4) | 315,251 | – | – | | 01/30/2024 | – | – | – | – | – | – | 6,536 | 521,377 | | 01/30/2024 | – | – | – | – | 1,118(3) | 89,183 | – | – | | 03/23/2023 | – | – | – | – | – | – | 4,628 | 369,176 |

  92. OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

    On July 31, 2024, Howard Hughes Holdings Inc. completed the spinoff of SEG from the Company. In connection with the spinoff: (i) each time-based restricted stock award that was outstanding and held by a continuing HHH employee or non-employee director as of immediately prior to the effective time of the spinoff was adjusted into a post-distribution time-based restricted stock award that covered a number of post-distribution shares of HHH common stock equal to the product obtained by multiplying (x) the number of shares of HHH common stock covered by the applicable award immediately prior to the effective time, by (y) the HHH Ratio (as defined in the Employee Matters Agreement, dated July 31, 2024, between HHH and SEG), rounded down to the nearest whole share; (ii) each performance-based restricted stock award with vesting based on achievement of absolute or relative HHH total shareholder return was converted 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 spinoff, subject to adjustment of the applicable performance goals and/or performance calculation methodology in order to reflect the spinoff ((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 proxy statement, reflect the Spinoff Award Adjustments. ** Pursuant to SEC rules, market value in these columns was determined by multiplying the number of shares of stock by $79.77, the closing price of our common stock on December 31, 2025, the last trading day of the year. (1) This column reflects outstanding grants of restricted stock (time-based vesting). (2) In the case of performance-based awards granted in 2023 and 2024, this column reflects the total amount of restricted stock (performance-based vesting) that vest at the level of 200%, based upon achieving the threshold adjusted net asset value growth over a three-year period. In the case of performance-based awards granted in 2025, this column reflects the total amount of restricted stock (performance-based vesting) that vest at the level of 100%, based upon achieving the threshold adjusted net asset value growth over a three-year period. See Footnote 3 of the 2025 Grants of Plan-Based Awards table for additional information regarding the vesting of performance-based restricted stock. (3) These shares of common stock vest in three equal installments. One-third (1/3) vested on each of January 30, 2025 and December 31, 2025, and one-third (1/3) will vest on December 31, 2026. (4) These shares of common stock vest in three equal installments. One-third (1/3) vested on February 5, 2026, and one-third (1/3) will vest on each of December 31, 2026 and December 31, 2027. (5) These shares of common stock vest in three equal installments. One-third (1/3) vested on each of February 5, 2025 and December 31, 2025, and one-third (1/3) will vest on December 31, 2026. These shares of common stock vest in three equal installments. One-third (1/3) vested on April 1, 2025, and one-third (1/3) will vest on each of April 1, 2026 and April 1, 2027.

  93. 2025 OPTION EXERCISES AND STOCK VESTED

    2025 OPTION EXERCISES AND STOCK VESTED The following table sets forth information regarding options exercised and stock awards vested during fiscal year 2025 with respect to our NEOs.

  94. 2025 OPTION EXERCISES AND STOCK VESTED

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | | David O’Reilly | – | – | 21,744 | 1,735,944 | | L. Jay Cross | – | – | 34,329 | 2,353,783 | | Carlos Olea | – | – | 6,808 | 534,215 | | Joseph Valane | – | – | 2,613 | 193,048 | | Andrew Davis | – | – | 2,787 | 219,706 | | Douglas Johnstone | – | – | 2,989 | 235,329 |

  95. NONQUALIFIED DEFERRED COMPENSATION

    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.

  96. NONQUALIFIED DEFERRED COMPENSATION

    | Name | Executive Contributions in FY2025 ($) | Registrant Contributions in FY2025 ($) | Aggregate Earnings in FY2025 ($) | Aggregate Withdrawals/ Distributions ($) | Aggregate Balance at FY2025 End ($) | | David O’Reilly | – | – | – | – | – | | L. Jay Cross | – | – | – | – | – | | Carlos Olea | – | – | – | – | – | | Joseph Valane | – | – | – | – | – | | Andrew Davis | – | – | – | – | – | | Douglas Johnstone | – | – | – | – | – |

  97. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    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. 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 has entered into an employment agreement with the Company. Mr. Cross ceased to be an executive officer of, and retired from, the Company effective September 16, 2025. For additional information, see “Employment Agreements and Arrangements with the NEOs.”

  98. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    | Name and Benefit | Termination Without Cause or for Good Reason ($) | Death or Disability ($) | Termination Without Cause or for Good Reason in connection with Change in Control(6) ($) | | David O’Reilly | | | | | Cash Severance | 4,500,000(1) | 1,750,000(2) | 7,250,000(3) | | Equity Awards | 8,115,401(4) | 8,115,401(4) | 8,115,401(4) | | Total estimated value | 12,615,401 | 9,865,401 | 15,365,401 | | Carlos Olea | | | | | Cash Severance | 2,200,000(1) | 825,000(2) | 3,575,000(3) | | Equity Awards | 2,736,430(4) | 2,736,430(4) | 2,736,430(4) | | Total estimated value | 4,936,430 | 3,561,430 | 6,311,430 | | Joseph Valane | | | | | Cash Severance | 1,500,000(1) | 500,000(2) | 2,500,000(3) | | Equity Awards | 1,213,461(4) | 1,213,461(4) | 1,213,461(4) | | Total estimated value | 2,713,461 | 1,713,461 | 3,713,461 | | Douglas Johnstone | | | | | Cash Severance(5) | 575,000 | – | 575,000 | | Equity Awards | 404,434(4) | 1,164,961(4) | 404,434(4) | | Total estimated value | 979,434 | 1,164,961 | 979,434 | | Andrew Davis | | | | | Cash Severance(5) | 500,000 | – | 500,000 | | Equity Awards | 469,207(4) | 1,322,906(4) | 469,207(4) | | Total estimated value | 969,207 | 1,322,906 | 969,207 |

  99. POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

    (1) Amount represents cash severance outside of a change in control as described above under “Employment Agreements and Arrangements with The NEOs,” including (i) a cash payment equal to the sum of base salary and target bonus, and (ii) a prorated target bonus for the year of termination. (2) Amount represents a prorated target bonus for the year of termination. (3) Amount represents cash severance in connection with a change in control as described above under “Employment Agreements and Arrangements with The NEOs,” including (i) a cash payment equal to two times the sum of base salary and target bonus, and (ii) a prorated target bonus for the year of termination. (4) Amount represents accelerated vesting of time-based equity awards, and the value of performance-based equity awards eligible to vest (assuming performance at the “target” level). Acceleration of stock options is shown using their intrinsic (or “spread”) value, if any. (5) The amounts in this row represent cash severance payable to Mr. Johnstone and Mr. Davis in connection with an involuntary termination by the Company pursuant to the Separation Benefits Plan. For Messrs. O’Reilly, Olea, and Valane, each of their employment agreements provides that if the NEO becomes entitled to receive or if he receives any payments and benefits that would become subject to the excise tax under Section 4999 of the IRC (the “golden parachute” excise tax applicable in certain circumstances upon a change in control of the Company), the payments and benefits will be reduced such that the excise tax does not apply, unless he would be better off on an after-tax basis receiving all of the payments and benefits. For Mr. Johnstone and Mr. Davis, the Separation Benefits Plan provides that if any of the payments or benefits provided or to be provided by the Company to them pursuant to the Separation Benefits Plan or otherwise would be subject to the excise tax imposed under Section 4999 of the IRC the separation benefit will be reduced to the minimum extent necessary to ensure that no portion of the separation benefit is subject to the excise tax. The figures in the table above disregard the potential impact of any potential reductions in connection with these provisions. (7) Amount represents accelerated vesting of time-based equity awards.

  100. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE We determined that the 2025 annual total compensation of the median of all our employees who were employed as of December 31, 2025 (other than the CEO) was $132,130. Mr. O’Reilly’s annual total compensation for 2025 was $7,826,778. Based on this information, for 2025, the ratio of the compensation of our CEO to the median annual total compensation of all other employees was approximately 59 to 1. To identify the median compensated employee, we used Box 5, W-2 data for all individuals employed as of December 31, 2025, annualizing this data for those employees who joined the Company in 2025. We believe our pay ratio presented above is a reasonable estimate. Because SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions, our pay ratio may not be comparable to that reported by other companies.

  101. PAY VS. PERFORMANCE

    PAY VS. PERFORMANCE As discussed in the CD&A above, our Compensation Committee has implemented an executive compensation program designed to link a substantial portion of our NEOs’ realized compensation to the achievement of the Company’s financial, operational, and strategic objectives, and to align our executive pay with changes in the value of our stockholders’ investments. The table below shows compensation actually paid (as defined by the SEC in Item 402(v) of Regulation S-K) for our executives and our financial performance for the years shown in the table. For purposes of this discussion, our CEO is also referred to as our principal executive officer or “PEO” and our other Named Executive Officers are referred to as our “Non-PEO NEOs”:

  102. PAY VS. PERFORMANCE

    | Fiscal Year | Summary Compensation Table Total for PEO ($)(1)(2) | Compensation Actually Paid to PEO ($)(1)(4) | Average Summary Compensation Table Total for Non-PEO NEOs ($)(1)(2) | Average Compensation Actually Paid to Non-PEO NEOs ($)(1)(4) | Value of an initial $100 Investment: | | Net Income (Loss) (thousand) ($)(7) | Total Segment EBT (thousand) ($)(8) | | | | | | | Total Shareholder Return ($)(5) | Peer Group Total Shareholder Return ($)(6) | | | | 2025 | 7,826,778 | 6,366,790 | 3,216,874 | 2,740,948 | 106.07 | 131.72 | 123,843 | 434,773 | | 2024 | 5,724,877 | 7,704,385 | 2,577,649 | 2,669,830 | 102.28 | 127.69 | 196,992 | 603,484 | | 2023 | 4,966,996 | 5,175,557 | 2,941,041 | 3,106,919 | 108.39 | 121.34 | (551,530) | (523,434) | | 2022 | 2,565,250 | 452,100 | 2,434,454 | 1,425,508 | 96.82 | 108.00 | 184,636 | 430,070 | | 2021 | 3,851,162 | 4,835,249 | 2,073,652 | 2,616,212 | 128.95 | 146.19 | 48,924 | 296,657 |

  103. PAY VS. PERFORMANCE

    (1) NEOs included in these columns reflect the following individuals:

  104. PAY VS. PERFORMANCE

    | Year | PEO | Non-PEO NEOs | | 2025 | David O’Reilly | L. Jay Cross, Carlos A. Olea, Joseph Valane, Douglas Johnstone, Andrew Davis | | 2024 | David O’Reilly | L. Jay Cross; Carlos A. Olea; Joseph Valane; Douglas Johnstone; A. Nikodemus | | 2023 | David O’Reilly | A. Nikodemus, Kristi L. Smith, Carlos A. Olea, Peter F. Riley, L. Jay Cross | | 2022 | David O’Reilly | L. Jay Cross, Carlos A. Olea, Peter F. Riley, Saul Scherl, Correne Loeffler | | 2021 | David O’Reilly | L. Jay Cross, Peter F. Riley, Saul Scherl, Correne Loeffler |

  105. PAY VS. PERFORMANCE

    (2) Amounts reflect Summary Compensation Table Total Pay for our NEOs for each corresponding year. Compensation Actually Paid (CAP) has been calculated based on the requirements and methodology set forth in the applicable SEC rules (Item 402(v) of Regulation S-K). The CAP calculation includes the end-of-year value of awards granted within the fiscal year, the change in fair value from prior year end of vested awards and the change in the fair value of unvested awards granted in prior years, regardless of whether, when, or at which intrinsic value they will actually vest. To calculate CAP for 2025 the following amounts were deducted from and added to the total compensation number shown in the Summary Compensation Table (SCT):

  106. PAY VS. PERFORMANCE

    | Reconciliation of Summary Compensation Table Total to Compensation Actually Paid | Fiscal Year 2025 (For PEO) | Fiscal Year 2025 (Average For Non-PEO NEOs) | | Summary Compensation Table Total | $7,826,778 | $3,216,874 | | (Minus): Grant Date Fair Value of Option and Stock Awards Granted in Fiscal Year | $(4,677,785) | $(1,195,455) | | Plus: Fair Value at Fiscal Year-End of Outstanding and Unvested Option and Stock Awards Granted in Fiscal Year | $2,364,383 | $362,539 | | Plus/(Minus): Change in Fair Value of Outstanding and Unvested Option and Stock Awards Granted in Prior Fiscal Years | $126,891 | $35,467 | | Plus: Fair Value at Vesting of Option and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year | $0 | $204,525 | | Plus/(Minus): Change in Fair Value as of Vesting Date of Option and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | $726,523 | $116,999 | | (Minus): Fair Value as of Prior Fiscal Year-End of Option and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | $0 | $0 | | Plus/(Minus): Value of Dividends or Other Earnings Paid on Option and Stock Awards Not Otherwise Reflected in Total Compensation | $0 | $0 | | Compensation Actually Paid | $6,366,790 | $2,740,948 |

  107. PAY VS. PERFORMANCE

    For purposes of the above adjustments, the fair value of equity awards on the applicable date was determined in accordance with FASB’s ASC Topic 718, using valuation methodologies that are generally consistent with those used to determine the grant-date fair value for accounting purposes. The table below contains ranges of assumptions used in the valuation of outstanding equity awards for fiscal year 2025. For more information, please see the notes to our financial statements in our Annual Report on Form 10-K and the footnotes to the Summary Compensation Table of this proxy statement.

  108. PAY VS. PERFORMANCE

    | | Fiscal Year 2025 | | Restricted Stock Units | | | Stock Price | $67.50 – $89.53 | | Stock Options | | | Expected Term (years) | 1.80 – 4.42 | | Strike Price | $27.44 – $66.25 | | Volatility | 30.15% – 44.18% | | Dividend Yield | 0% | | Risk-Free Interest Rate | 3.44% – 3.69% |

  109. PAY VS. PERFORMANCE

    (4) Total Shareholder Return (TSR) represents the cumulative return on a fixed investment of $100 in the Company’s common stock, for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. (5) Peer Group TSR represents the cumulative return on a fixed investment of $100 in the S&P 500 Real Estate Index for the period beginning on the last trading day of fiscal year 2020 through the end of the applicable fiscal year, assuming reinvestment of dividends. The S&P 500 Real Estate Index is the peer group used by the Company for purposes of Item 201(e) of Regulation S-K in the Company’s annual report on Form 10-K for the year ended December 31, 2025. (6) The dollar amounts reported represent the net income reflected in the Company’s audited financial statements for the applicable year. See Annex A for additional information regarding Total Segment EBT.