Howard Hughes Holdings (HHH) risk factors, FY2025 10-K

Howard Hughes Holdings's FY2025 10-K, filed Feb 19, 2026, lists 52 risk factors in 6 groups. Against the prior year's 47: 7 new, 2 dropped, 9 substantially reworded.

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Risk factors listed
526 groups
New this year
7vs 47 last year
Dropped
2since the prior 10-K
Substantially reworded
9of those kept
Section length
12k wordsItem 1A

What the changes say

  • HHH is shifting from real estate toward a diversified holding company, including the planned $2.1 billion Vantage acquisition.
  • Pershing Square’s ownership rose to 46.7%, with expanded executive and board representation and specified director nomination rights.
  • New financing risks emphasize credit-rating deterioration, refinancing substantial debt, and restricted capital-market access.
  • Climate and water-supply risks now separately affect Summerlin and Teravalis, while geographic concentration adds Arizona.

What changed since the prior 10-K

New

  • NewRISKS RELATED TO OUR INDUSTRY, MARKET, AND CUSTOMERS

    Additionally, Summerlin and Teravalis may be negatively impacted by changes in temperature due to climate change, increased stress on water supplies caused by climate change and population growth and other factors over which we have no control

    Climate-driven temperature changes, population growth, and water stress could reduce property sales and leasing in Summerlin and Teravalis.

  • NewRISKS RELATED TO OUR NEW HOLDING COMPANY STRATEGY AND OUR RELATIONSHIP WITH PERSHING SQUARE

    the reference price of $66.15, multiplied by existing share count as of the transaction date, which will not increase with the issuance of new shares of common stock

    Pershing Square may nominate directors equal to 25% of the board above 17.5% ownership, or 10% between 10% and 17.5%.

  • NewRISKS RELATED TO OUR NEW HOLDING COMPANY STRATEGY AND OUR RELATIONSHIP WITH PERSHING SQUARE

    Our recent shift in business strategy, including the planned acquisition of Vantage, will create additional and different risks than those we face in our existing real estate business

    The shift to a diversified holding company, including the planned $2.1 billion Vantage acquisition, creates risks from unrelated operating-company investments and deal execution.

  • NewFINANCIAL RISKS

    Adverse changes in our credit ratings could increase our financing costs and limit market access

    Credit-rating downgrades or reviews could raise borrowing costs, restrict financing access, require harsher terms, and reduce securities liquidity.

  • NewFINANCIAL RISKS

    We may be unable to refinance our indebtedness on favorable terms, or at all

    Substantial debt maturities may be difficult or costly to refinance, depending on markets, leverage, property values, ratings, regulations, and lender appetite.

  • NewGENERAL RISKS

    We are exposed to risks related to the adoption and use of artificial intelligence (AI)

    Using AI could create implementation costs, errors, bias, privacy and cybersecurity problems, regulatory exposure, reputational harm, or competitive disadvantages.

  • NewGENERAL RISKS

    actions, penalties, and reputational harm. The combined effect of these interrelated risks could materially and adversely affect our business operations, financial condition, and competitive position

    Updates or discontinuation by AI vendors could force retraining or redeployment, causing platform downtime, lower accuracy, delayed releases, and customer or reputational damage.

Dropped

  • DroppedRISKS RELATED TO OUR BUSINESS OPERATIONS, INFRASTRUCTURE, AND STRATEGIC MATTERS

    Pershing Square has submitted the Pershing Square Proposals, which may be a distraction to our board of directors, management, and employees and could have a material adverse impact on our business and operations

  • DroppedRISKS RELATED TO THE SPINOFF AND OUR RELATIONSHIP WITH SEAPORT ENTERTAINMENT

    Seaport Entertainment may fail to perform its obligations under various transaction agreements that we entered into in connection with the spinoff

Reworded

  • 96% rewrittenRISKS RELATED TO OUR NEW HOLDING COMPANY STRATEGY AND OUR RELATIONSHIP WITH PERSHING SQUARE

    Pershing Square has the ability to influence our policies and operations and its interests may not in all cases be aligned with other stockholders

    Pershing Square ownership increased from 37.4% to 46.7%; its CEO became Executive Chairman, its CIO joined management and the board, and HHH issued it $900 million of shares.

  • 61% rewrittenRISKS RELATED TO OUR INDUSTRY, MARKET, AND CUSTOMERS

    Markets and the local economies surrounding our properties in Columbia, Maryland are heavily influenced by government spending and activity. A reduction of government spending in this market generally could decrease the demand for housing and retail space in this geographic region

    The risk now focuses on government spending and activity affecting Columbia, Maryland, while the prior Houston, Las Vegas, and Phoenix climate discussion moved elsewhere.

  • 46% rewrittenRISKS RELATED TO OUR INDUSTRY, MARKET, AND CUSTOMERS

    Index to Financial Statements

    The wording removes Summerlin’s dependence on gaming and much of the competition description, retaining competition from casinos and internet wagering.

  • 45% rewrittenGENERAL RISKS

    Anti-takeover provisions in our certificate of incorporation, our by-laws, Delaware law, Shareholder Agreement, Standstill Agreement, and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock

    The anti-takeover discussion now specifically includes the Shareholder Agreement, Standstill Agreement, and other agreements alongside charter, bylaw, and Delaware-law protections.

    Was: Anti-takeover provisions in our certificate of incorporation, our by-laws, Delaware law, stockholder’s rights agreement and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock

  • 35% rewrittenRISKS RELATED TO OUR BUSINESS OPERATIONS, INFRASTRUCTURE, AND STRATEGIC MATTERS

    Global economic and political instability, geopolitical conflicts, and changes in U.S. trade policies, including tariffs, could adversely affect our business, financial condition, or results of operations

    The risk adds specific concern about recent executive actions and current U.S. trade policies after describing conflicts, tariffs, supply-chain disruption, and inflation.

  • 31% rewrittenRISKS RELATED TO OUR INDUSTRY, MARKET, AND CUSTOMERS

    The concentration of our properties in certain states may make our revenues and the value of our assets vulnerable to adverse changes in local economic conditions

    Arizona was added to the concentrated-property states, and the discussion now expressly includes retail-space, retail-goods, and tenant-credit conditions.

  • 29% rewrittenRISKS RELATED TO OUR INDUSTRY, MARKET, AND CUSTOMERS

    Downturn in tenants’ businesses may reduce our revenues and cash flows

    Tenant defaults are now linked to interest-rate volatility or trade policies rather than higher interest rates alone.

  • 29% rewrittenFINANCIAL RISKS

    We may not realize the value of our tax assets

    Federal net operating loss carryforwards decreased from approximately $802.7 million at December 31, 2024, to $708.6 million at December 31, 2025.

  • 24% rewrittenFINANCIAL RISKS

    Our indebtedness and changing interest rates could adversely affect our business, prospects, financial condition, or results of operations and prevent us from fulfilling our obligations under our senior unsecured notes and loan agreements

    Was: Our indebtedness and changing interest rates could adversely affect our business, prospects, financial condition, or results of operations and prevent us from fulfilling our obligations under our Senior Notes and Loan Agreements

All 52 risk factors

Headings as the filing states them, in filing order.

RISKS RELATED TO OUR INDUSTRY, MARKET, AND CUSTOMERS

  1. 01Our performance and the market value of our securities are subject to risks associated with our investments in real estate assets and with trends in the real estate industry
  2. 02A downturn in the housing market or decline in general economic conditions could adversely affect our business, financial condition, and operations
  3. 03Our condominium sales are sensitive to interest rates and the ability of consumers to obtain mortgage financing
  4. 04Purchasers may default on their obligations to purchase condominiums
  5. 05Downturn in tenants’ businesses may reduce our revenues and cash flows29% rewritten
  6. 06We may be negatively impacted by the consolidation or closing of anchor stores
  7. 07We may be unable to renew leases or re-lease available space
  8. 08Significant competition could have an adverse effect on our business
  9. 09The concentration of our properties in certain states may make our revenues and the value of our assets vulnerable to adverse changes in local economic conditions31% rewritten
  10. 10Index to Financial Statements46% rewritten
  11. 11Markets and the local economies surrounding our properties in Columbia, Maryland are heavily influenced by government spending and activity. A reduction of government spending in this market generally could decrease the demand for housing and retail space in this geographic region61% rewritten
  12. 12Additionally, Summerlin and Teravalis may be negatively impacted by changes in temperature due to climate change, increased stress on water supplies caused by climate change and population growth and other factors over which we have no controlNew
  13. 13Our business model includes entering into joint venture arrangements with strategic partners, and our strategic partners may have different interests than us
  14. 14Because real estate is illiquid, we may not be able to sell properties when in our best interest
  15. 15Some of our properties are subject to potential natural or other disasters

RISKS RELATED TO OUR BUSINESS OPERATIONS, INFRASTRUCTURE, AND STRATEGIC MATTERS

  1. 16Our MPC segment is highly dependent on homebuilders
  2. 17We are exposed to risks associated with the development, redevelopment, or construction of our properties
  3. 18Our development projects may subject us to certain liabilities
  4. 19Cybersecurity risks and incidents, such as a breach of the Company’s privacy or information security systems, or those of our vendors or other third parties, could compromise our information and expose us to liability, which would cause our business and reputation to suffer
  5. 20The security measures that we and our vendors put in place cannot provide absolute security, and the information technology infrastructure we and our vendors use may be vulnerable to criminal cyber-attacks or data security incidents
  6. 21Global economic and political instability, geopolitical conflicts, and changes in U.S. trade policies, including tariffs, could adversely affect our business, financial condition, or results of operations35% rewritten
  7. 22Some of our directors are involved in other businesses including real estate activities and public and/or private investments and, therefore, may have competing or conflicting interests with us
  8. 23In 2024, we completed the spinoff of Seaport Entertainment Group Inc. into an independent publicly traded company, and we may not achieve some or all of the Spinoff’s expected benefits

RISKS RELATED TO OUR NEW HOLDING COMPANY STRATEGY AND OUR RELATIONSHIP WITH PERSHING SQUARE

  1. 24Pershing Square has the ability to influence our policies and operations and its interests may not in all cases be aligned with other stockholders96% rewritten
  2. 25the reference price of $66.15, multiplied by existing share count as of the transaction date, which will not increase with the issuance of new shares of common stockNew
  3. 26Our recent shift in business strategy, including the planned acquisition of Vantage, will create additional and different risks than those we face in our existing real estate businessNew

FINANCIAL RISKS

  1. 27Our indebtedness and changing interest rates could adversely affect our business, prospects, financial condition, or results of operations and prevent us from fulfilling our obligations under our senior unsecured notes and loan agreements24% rewritten
  2. 28The indentures governing our senior unsecured notes, the loan agreements, and our other debt agreements contain restrictions that may limit our ability to operate our business
  3. 29We may be unable to develop and expand our properties without sufficient capital or financing
  4. 30Adverse changes in our credit ratings could increase our financing costs and limit market accessNew
  5. 31We may be unable to refinance our indebtedness on favorable terms, or at allNew
  6. 32The Company is dependent on the operations and funds of its subsidiaries, including The Howard Hughes Corporation
  7. 33We are subject to risks associated with hedging arrangements
  8. 34We may not realize the value of our tax assets29% rewritten
  9. 35Inflation has adversely affected us in recent years, and could continue to adversely affect us in future periods, by increasing costs beyond what we can recover through price increases
  10. 36Some potential losses are not insured

REGULATORY, LEGAL AND ENVIRONMENTAL RISKS

  1. 37Our development, construction, and sale of condominiums are subject to state regulations and may be subject to claims from the condominium owner’s association at each project
  2. 38Development of properties entails a lengthy, uncertain and costly entitlement process
  3. 39Government regulations and legal challenges may delay the start or completion of the development of our communities, increase our expenses, or limit our homebuilding or other activities
  4. 40We may be subject to increased compliance costs to comply with new and contemplated government regulations relating to energy standards and climate change
  5. 41We may be subject to potential costs to comply with environmental laws
  6. 42Compliance with the Americans with Disabilities Act may be a significant cost for us
  7. 43Catastrophic events, including climate change, may adversely affect our business
  8. 44Water and electricity shortages could have an adverse effect on our business, financial condition, and results of operations
  9. 45Tax increases and changes in tax rules may adversely affect our financial results

GENERAL RISKS

  1. 46Loss of key personnel could adversely affect our business and operations
  2. 47Possible terrorist activity or other acts of violence could adversely affect our financial condition and results of operations
  3. 48Our stock price may be volatile
  4. 49We are exposed to risks related to the adoption and use of artificial intelligence (AI)New
  5. 50actions, penalties, and reputational harm. The combined effect of these interrelated risks could materially and adversely affect our business operations, financial condition, and competitive positionNew
  6. 51The Company may not obtain the anticipated benefits of the holding company structure
  7. 52Anti-takeover provisions in our certificate of incorporation, our by-laws, Delaware law, Shareholder Agreement, Standstill Agreement, and certain other agreements may prevent or delay an acquisition of us, which could decrease the trading price of our common stock45% rewritten

Other Howard Hughes Holdings 10-Ks

  • FY2024 10-K risk factors
    47 risks

    Master planned community and real estate development risks are dominated by geographic concentration in Texas, Hawaii, Nevada, and Maryland. Large financial obligations include 5.1 billion dollars of total consolidated debt and 802.7 million dollars in net operating loss carryforwards. Major shareholder Pershing Square owns 37.4 percent and has submitted alternative proposals.

    Filed Feb 26, 2025

About this page

The headings are the filing's own. The one-line readings and the overview are automated and can be wrong: read Item 1A of the 10-K for the exact wording.