Howard Hughes Holdings Inc. · NYSE:HHH
Howard Hughes — Merger or Acquisition (December 2025)
26 slides from Howard Hughes's merger presentation, Dec 18, 2025
Slide 1: HHH to Acquire Vantage Group
HHH to Acquire Vantage Group A Leading Specialty Insurance & Reinsurance Platform December 2025
Slide 2: Forward Looking Statements
2 HOWARD HUGHES HOLDINGS Forward Looking Statements Statements made in this presentation that are not historical facts, including statements accompanied by words such as “antici pat e,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “t
Slide 3: Transaction Summary
3 HOWARD HUGHES HOLDINGS Transaction Summary $2.1 billion in cash consideration HHH will retain the benefit of Vantage’s book value accretion from signing to close (“locked box”) Purchase price represents 1.5x estimated year - end 2025 book value and is expected to represent a ~1.4x P / BV multiple
Slide 4: Vantage Investment Highlights
4 HOWARD HUGHES HOLDINGS Vantage Investment Highlights x Well diversified across lines of business with both specialty insurance and reinsurance exposure x Highly experienced management team x No legacy reserving issues (Vantage was launched in 2020) x In - place regulatory licenses and credit ratin
Slide 5: Overview of Vantage
5 HOWARD HUGHES HOLDINGS Overview of Vantage Vantage is a leading specialty insurance, reinsurance and partnership capital platform Launched in 2020 by Carlyle, Hellman & Friedman and founding management team $1.2 billion in net premiums written over the last 12 months as of September 30, 2025 o ~60
Slide 6: Well-Diversified Insurance & Reinsurance Platform
6 HOWARD HUGHES HOLDINGS Well - Diversified Insurance & Reinsurance Platform Portfolio is well - diversified across product lines and a range of reserve duration Vantage has limited catastrophe reinsurance exposure (less than 1% of gross written premiums in 2025) 2025E Gross Written Premiums By Busi
Slide 7: Vantage Leadership Team
7 HOWARD HUGHES HOLDINGS Vantage Leadership Team NOTE: Dinos Iordanou, co - founder and former Chairman and CEO of Arch Capital, was a key part of Vantage’s launch and early years. Dino s was the Non - Executive Chairman of Vantage until he passed away in June 2024 Notable Experience Vantage Leaders
Slide 8: Key Financial Metrics
8 HOWARD HUGHES HOLDINGS Key Financial Metrics Income Statement (Trailing 12 Months as of September 30, 2025) Balance Sheet (As of September 30, 2025) Amount ($ in millions) $1,306 Book Value $2,479 Fixed Income Portfolio 277 Cash & Cash Equivalents $2,756 Invested Assets 90% % Fixed Income 10% % Ca
Slide 9: Key Value Creation Drivers for Vantage Under HHH Ownership
9 HOWARD HUGHES HOLDINGS Key Value Creation Drivers for Vantage Under HHH Ownership HHH’s ownership will establish Vantage as a uniquely differentiated insurance platform, poised to achieve industry - leading retur ns with a lower risk profile Structural advantages derived from being part of a diver
Slide 10: Holding Company Enables Insurance Cycle Management
10 HOWARD HUGHES HOLDINGS Holding Company Enables Insurance Cycle Management As a subsidiary of a larger, diversified holding company, Vantage will have a more optimal corporate ownership structure to effectively navigate the insurance cycle 1 Emphasis will be on underwriting profitability rather th
Slide 11: Pershing Square Ownership Enhances Credit Support
11 HOWARD HUGHES HOLDINGS Pershing Square Ownership Enhances Credit Support Vantage will also benefit from its holding company — Howard Hughes Holdings — having a well - capitalized 47% owner in Pershing Square Well - capitalized, highly free - cash - flow - generative business with no net leverage
Slide 12: Two Layers of Capital Support
12 HOWARD HUGHES HOLDINGS Premier collection of large - scale master planned communities in Texas, Nevada, Hawaii, Maryland, and Arizona Two Layers of Capital Support 1 Pershing Square (Funds & PS HoldCo) Public Shareholders Howard Hughes Holdings Inc. (NYSE: HHH) Howard Hughes Communities (“HHC”) L
Slide 13: Capitalization & Investment Strategy
13 HOWARD HUGHES HOLDINGS Capitalization & Investment Strategy Following the close of the transaction, we intend to de - lever Vantage’s balance sheet and reposition its investment portfolio ov er time to optimize asset allocation 2 Over time, Vantage’s investment portfolio will principally be inves
Slide 14: Advantages of Go-Forward Capitalization Plan
14 HOWARD HUGHES HOLDINGS Advantages of Go - Forward Capitalization Plan A conservatively capitalized balance sheet and an optimized asset allocation framework can unlock powerful structural advantages for Vantage 2 x Investing float principally in cash and Treasury bills minimizes investment and li
Slide 15: Fee-Free Investment Management from Pershing Square
15 HOWARD HUGHES HOLDINGS Fee - Free Investment Management from Pershing Square Due to its broader Services Agreement with HHH, Pershing Square will manage Vantage’s investment portfolio for no additional fees 3 Vantage will not incur any of the substantial fixed costs required to build out its own
Slide 16: Pershing Square's Investment Track Record (Gross Returns)
16 HOWARD HUGHES HOLDINGS Pershing Square’s Investment Track Record (Gross Returns) Pershing Square’s investment strategy has delivered strong performance since inception 3 Note: All market and return data as of December 9, 2025 (unless otherwise stated). Past performance is not necessarily indica t
Slide 17: Pershing Square's Investment Track Record (Net Returns)
17 HOWARD HUGHES HOLDINGS Pershing Square’s Investment Track Record (Net Returns) Note: Vantage will not incur any fees for Pershing Square’s investment management services 3 Note: All market and return data as of December 9, 2025 (unless otherwise stated). Past performance is not necessarily indica
Slide 18: Opportunity to Improve Underwriting Profitability
18 HOWARD HUGHES HOLDINGS Opportunity to Improve Underwriting Profitability We believe Vantage can drive further improvement in its underwriting profitability through its scale, specialty focus and exp ens e leverage 4 Since its launch, Vantage’s underwriting profitability has improved meaningfully
Slide 19: Path to Increasing Vantage's Return on Equity
19 HOWARD HUGHES HOLDINGS Path to Increasing Vantage’s Return on Equity We believe Vantage can increase its ROE to a high - teens or greater rate over time Holding company structure Low - leverage balance sheet with greater allocation to common stocks Superior, fee - free investment performance enab
Slide 20: Insurers with Superior ROEs Command Premium Valuations
20 HOWARD HUGHES HOLDINGS Insurers with Superior ROEs Command Premium Valuations Specialty P&C (Re)Insurers with high - teens ROEs typically trade at a greater than 2x P / TBV multiple P / TBV 2026E ROE Company 3.1x 16.2% 2.7x 18.6% 2.6x 20.1% 2.0x 15.6% 2.2x 21.2% 1.6x 14.2% 1.4x 15.8% 2.2x 16.2% M
Slide 21: Significant Long-Term Valuation Upside
21 HOWARD HUGHES HOLDINGS Significant Long - Term Valuation Upside Sustainably achieving a high - teens ROE would warrant a materially higher valuation than the ~1.4x P / TBV transaction multiple Illustrative Valuation Upside P / TBV Multiple The opportunity for HHH to invest additional primary capi
Slide 22: Repurchase of PSH Preferred Stock
22 HOWARD HUGHES HOLDINGS Repurchase of PSH Preferred Stock Over time, we expect HHH to repurchase PSH’s preferred stock and increase its economic ownership of Vantage to 100% Investment from PSH will take the form of non - interest - bearing preferred stock issued by HHH Up to $1 billion, split int
Slide 23: Transaction Strategic Rationale
23 HOWARD HUGHES HOLDINGS Transaction Strategic Rationale The acquisition of Vantage is an ideal transaction to begin HHH’s transformation into a diversified holding company x Diversifies and reduces volatility in HHH’s earnings stream x Provides additional opportunities for reinvesting real estate
Slide 24: Drvend ghee.
Drvend ghee. % Ra cones’
Slide 25: Additional Disclaimers & Notes to Performance Results of Pershing Square
25 HOWARD HUGHES HOLDINGS Additional Disclaimers & Notes to Performance Results of Pershing Square All performance information herein is presented as of December 9, 2025, unless otherwise noted. This presentation includes un aud ited information regarding the track record and performance data of PSC
Slide 26: Additional Disclaimers & Notes to Performance Results of Pershing Square (cont.)
26 HOWARD HUGHES HOLDINGS Additional Disclaimers & Notes to Performance Results of Pershing Square (cont.) The inception date for PSLP is January 1, 2004. In 2004, PSCM earned a $1.5 million (approximately 3.9%) annual management fe e a nd PSLP’s general partner earned a performance allocation equal
Howard Hughes Holdings — Merger or Acquisition (December 2025) on 6ix