Howard Hughes Holdings Inc. · NYSE:HHH
Howard Hughes — Merger or Acquisition (December 2025)
26 slides from Howard Hughes's merger presentation, December 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
Forward Looking Statements Statements made in this presentation that are not historical facts, including statements accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “would,” and oth
Slide 3: Transaction Summary
Transaction Summary HHH has signed a definitive agreement to acquire Vantage—a leading specialty insurance and reinsurance company—from Carlyle and Hellman & Friedman $2.1 billion in cash consideration Purchase HHH will retain the benefit of Vantage’s book value accretion from signing to close (
Slide 4: Vantage Investment Highlights
Vantage Investment Highlights ✓ Well diversified across lines of business with both specialty insurance and reinsurance exposure ✓ Highly experienced management team ✓ No legacy reserving issues (Vantage was launched in 2020) ✓ In-place regulatory licenses and credit rating ✓ Well-capitalized balanc
Slide 5: Overview of Vantage
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 $1.2 billion in net premiums written over the last 12 months as of September 30, 2025 o ~60% Specialty Insurance
Slide 6: Well-Diversified Insurance & Reinsurance Platform
Well-Diversified Insurance & Reinsurance Platform Portfolio is well-diversified across product lines and a range of reserve duration 2025E Gross Written Premiums By Business Line 2025E Gross Written Premiums By Reserve Duration (1) Financial Re Political Risk & Credit Specialty Healthcare 5% 2% Re S
Slide 7: Vantage Leadership Team
Vantage Leadership Team Vantage Leadership Team Notable Experience GREG HENDRICK Former CEO of AXA XL; Extensive leadership and underwriting experience developed over a 30+ year Chief Executive Officer (re)insurance career at AIG Winterthur Re, Mid Ocean/XL Re, XL Group STEVE ROBB Former CFO of Some
Slide 8: Key Financial Metrics
Key Financial Metrics Income Statement Balance Sheet (Trailing 12 Months as of September 30, 2025) (As of September 30, 2025) ($ in millions) Amount ($ in millions) Amount Gross Written Premium $1,601 Book Value $1,306 Net Written Premium $1,170 % of Gross Written Premium 73% Fixed Income Portfolio
Slide 9: Key Value Creation Drivers for Vantage Under HHH Ownership
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 returns with a lower risk profile 1 Structural advantages derived from being part of a diversified holding company 2 A
Slide 10: Holding Company Enables Insurance Cycle Management
1 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 Emphasis will be on underwriting profitability rather than growth o Vantage will
Slide 11: Pershing Square Ownership Enhances Credit Support
1 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 PSH & Pershing $22 billion in total assets and $18 billion in equity (1) Square Private Funds (32% HHH Ownership) P
Slide 12: Two Layers of Capital Support
1 Two Layers of Capital Support Vantage will benefit from two layers of well-capitalized parent entities, which will materially strengthen its credit profile as well as its underwriting flexibility Layer Pershing Square Public Shareholders (Funds & PS HoldCo) 1 47% Ownership 53% Ownership Layer Howa
Slide 13: Capitalization & Investment Strategy
2 Capitalization & Investment Strategy Following the close of the transaction, we intend to de-lever Vantage’s balance sheet and reposition its investment portfolio over time to optimize asset allocation Following the transaction’s close, or shortly thereafter, we plan to invest Additional additio
Slide 14: Advantages of Go-Forward Capitalization Plan
2 Advantages of Go-Forward Capitalization Plan A conservatively capitalized balance sheet and an optimized asset allocation framework can unlock powerful structural advantages for Vantage ✓ Investing float principally in cash and Treasury bills minimizes investment and liquidity risks ✓ Greater allo
Slide 15: Fee-Free Investment Management from Pershing Square
3 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 Vantage will not incur any of the substantial fixed costs required to build out its own investment operations or h
Slide 16: Pershing Square's Investment Track Record (Gross Returns)
3 Pershing Square’s Investment Track Record (Gross Returns) Pershing Square’s investment strategy has delivered strong performance since inception (Annualized Total Shareholder Return Including Dividends) Since Inception Since Permanent Capital Era Last Five Calendar Years January 2004 - Current Jan
Slide 17: Pershing Square's Investment Track Record (Net Returns)
3 Pershing Square’s Investment Track Record (Net Returns) Note: Vantage will not incur any fees for Pershing Square’s investment management services (Annualized Total Shareholder Return Including Dividends) Since Inception Since Permanent Capital Era Last Five Calendar Years January 2004 - Current J
Slide 18: Opportunity to Improve Underwriting Profitability
4 Opportunity to Improve Underwriting Profitability We believe Vantage can drive further improvement in its underwriting profitability through its scale, specialty focus and expense leverage Since its launch, Vantage’s underwriting profitability has improved meaningfully as it has approached minim
Slide 19: Path to Increasing Vantage's Return on Equity
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 enabled by Pershing Square Improved
Slide 20: Insurers with Superior ROEs Command Premium Valuations
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 Company 2026E ROE (1) P / TBV 16.2% 3.1x 18.6% 2.7x 20.1% 2.6x 15.6% 2.0x 21.2% 2.2x 14.2% 1.6x 15.8% 1.4x Median 16.2% 2.2x Source: Public fil
Slide 21: Significant Long-Term Valuation Upside
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 P / TBV Multiple >2x Illustrative Valuation Upside ~1.4x Vantage Effective Median Specialty Purchase Multiple (1) P&C Peers Earning Hi
Slide 22: Repurchase of PSH Preferred Stock
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 (1) PSH Up to $1 billion, split into fourteen equally
Slide 23: Transaction Strategic Rationale
Transaction Strategic Rationale The acquisition of Vantage is an ideal transaction to begin HHH’s transformation into a diversified holding company ✓ Diversifies and reduces volatility in HHH’s earnings stream ✓ Provides additional opportunities for reinvesting real estate cash flows, including an i
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Slide 25: Additional Disclaimers & Notes to Performance Results of Pershing Square
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 unaudited information regarding the track record and performance data of PSCM (the “Track Record” or “Pe
Slide 26: Additional Disclaimers & Notes to Performance Results of Pershing Square (cont.)
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 fee and PSLP’s general partner earned a performance allocation equal to 20% above a 6% hurdle fr
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