Exhibit 99.3
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
On June 4, 2026, Howard Hughes Holdings Inc. (the “Company” or “HHH”) completed its previously announced acquisition of all of the issued and outstanding shares of capital stock of Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares (“Vantage”) for $2.1 billion (the “Acquisition”). The Acquisition was completed pursuant to a Purchase and Sale Agreement entered into on December 17, 2025. In connection with the closing of the Acquisition, the Company also issued $1.0 billion of its non-interest-bearing preferred stock to Pershing Square Holdings, Ltd. (the “Preferred Stock Issuance”, and together with the Acquisition, the “Transactions”).
The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended and should be read in conjunction with the accompanying notes to the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined financial information has been derived from:
| · | HHH’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2025, as included in its Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (“SEC”); |
| · | HHH’s unaudited condensed consolidated financial statements and accompanying notes as of and for the three months ended March 31, 2026, as included in its Quarterly Report on Form 10-Q for the three months ended March 31, 2026, filed with the SEC; |
| · | Vantage’s audited consolidated financial statements and accompanying notes for the year ended December 31, 2025. |
| · | Vantage’s unaudited condensed consolidated financial statements and accompanying notes as of and for three months ended March 31, 2026. |
The unaudited pro forma condensed combined financial information gives effect to the Transactions as if they had occurred (i) as of March 31, 2026 for purposes of the unaudited pro forma condensed combined balance sheet, and (ii) as of January 1, 2025 for purposes of the unaudited pro forma condensed combined statements of operations for the year ended December 31, 2025 and the three months ended March 31, 2026.
Pro forma adjustments for the Transactions were made primarily to reflect:
| · | the Acquisition; |
| · | the Preferred Stock Issuance; |
| · | transaction costs and fees incurred as a result of the Transactions |
| · | changes in the carrying values of certain assets and liabilities to reflect their estimated fair values at the date of closing of the Acquisition, including values assigned to intangible assets and reserves for claims and claim expenses and related changes in intangible assets amortization expenses; and |
| · | the effect of the above adjustments on income taxes. |
The Acquisition will be accounted for using the acquisition method of accounting. The pro forma information presented, including the allocation of the purchase price, is based on preliminary estimates of the fair values of the assets acquired and liabilities assumed, available information as of the date of this Form 8-K/A Filing and our assumptions. The final purchase price allocation is dependent on, among other things, the finalization of the preliminary asset and liability valuations. The actual adjustments to the combined financial statements upon the closing of the Acquisition will depend on a number of factors, including additional information available and the actual balance of our net assets on the closing date. Therefore, the actual adjustments will differ from the pro forma adjustments, and the differences may be material. Any final adjustments will change the allocation of the purchase price, which could affect the fair value assigned to the assets and liabilities and could result in a change to the unaudited pro forma condensed combined financial data, including a change to goodwill.
HOWARD HUGHES HOLDINGS INC.
Unaudited Pro Forma Condensed Combined Balance Sheet
As of March 31, 2026
(in thousands)
| Historical
HHH | Historical Vantage, Adjusted | Transaction Accounting Adjustments | Notes | Financing Adjustments | Notes | Combined
Pro Forma | ||||||||||||||||
| Assets | ||||||||||||||||||||||
| Master Planned Communities assets | $ | 2,653,161 | $ | - | $ | - | $ | - | $ | 2,653,161 | ||||||||||||
| Buildings and equipment | 4,100,037 | 153 | - | - | 4,100,190 | |||||||||||||||||
| Less: Accumulated depreciation | (1,124,704 | ) | - | - | - | (1,124,704 | ) | |||||||||||||||
| Land | 307,625 | - | - | - | 307,625 | |||||||||||||||||
| Developments | 1,569,667 | - | - | - | 1,569,667 | |||||||||||||||||
| Net investment in real estate | 7,505,786 | 153 | - | - | 7,505,939 | |||||||||||||||||
| Investments in fixed maturity securities | - | 2,692,696 | - | - | 2,692,696 | |||||||||||||||||
| Short-term investments | - | 49,529 | - | - | 49,529 | |||||||||||||||||
| Investments in unconsolidated ventures | 167,815 | - | - | - | 167,815 | |||||||||||||||||
| Cash and cash equivalents | 1,835,829 | 296,844 | (2,125,594 | ) | (1) | 995,764 | (1) | 1,002,843 | ||||||||||||||
| Restricted cash | 653,454 | 14,443 | - | - | 667,897 | |||||||||||||||||
| Accounts receivable, net | 131,559 | 764,492 | - | - | 896,051 | |||||||||||||||||
| Municipal Utility District (MUD) receivables, net | 532,689 | - | - | - | 532,689 | |||||||||||||||||
| Reinsurance recoverable on paid and unpaid losses | - | 570,090 | (14,360 | ) | (5) | - | 555,730 | |||||||||||||||
| Deferred expenses, net | 166,082 | 168,745 | (168,745 | ) | (6) | - | 166,082 | |||||||||||||||
| Intangibles, net | 36,382 | 25,089 | 539,911 | (4) | - | 601,382 | ||||||||||||||||
| Goodwill | 2,336 | - | 304,293 | (2) | - | 306,629 | ||||||||||||||||
| Other assets, net | 216,183 | 578,254 | (24,837 | ) | (3) | - | 769,600 | |||||||||||||||
| Total assets | $ | 11,248,115 | $ | 5,160,335 | $ | (1,489,332 | ) | $ | 995,764 | $ | 15,914,882 | |||||||||||
| Liabilities | ||||||||||||||||||||||
| Mortgages, notes, and loans payable, net | $ | 5,791,296 | $ | - | $ | - | $ | - | $ | 5,791,296 | ||||||||||||
| Reserves for claims and claim expenses | - | 2,061,237 | (53,568 | ) | (5) | - | 2,007,669 | |||||||||||||||
| Unearned premiums | - | 1,338,944 | - | - | 1,338,944 | |||||||||||||||||
| Deferred tax liabilities, net | 166,143 | - | 22,566 | (3) | - | 188,709 | ||||||||||||||||
| Other liabilities, net | 1,440,767 | 319,730 | (9,200 | ) | (7) | - | 1,751,297 | |||||||||||||||
| Total liabilities | 7,398,206 | 3,719,911 | (40,202 | ) | - | 11,077,915 | ||||||||||||||||
| Mezzanine Equity | ||||||||||||||||||||||
| Redeemable preferred stock | - | - | - | 995,764 | (1) | 995,764 | ||||||||||||||||
| Equity | ||||||||||||||||||||||
| Common stock | 662 | 1,236,665 | (1,236,665 | ) | (8) | - | 662 | |||||||||||||||
| Additional paid-in capital | 4,462,910 | 44,440 | (44,440 | ) | (8) | - | 4,462,910 | |||||||||||||||
| Retained earnings (accumulated deficit) | (53,870 | ) | 159,446 | (175,848 | ) | (8) | - | (70,272 | ) | |||||||||||||
| Accumulated other comprehensive income (loss) | (2,381 | ) | (7,823 | ) | 7,823 | (8) | - | (2,381 | ) | |||||||||||||
| Treasury stock | (624,521 | ) | - | - | - | (624,521 | ) | |||||||||||||||
| Total stockholders’ equity | 3,782,800 | 1,432,728 | (1,449,130 | ) | - | 3,766,398 | ||||||||||||||||
| Noncontrolling interests | 67,109 | 7,696 | - | - | 74,805 | |||||||||||||||||
| Total equity | 3,849,909 | 1,440,424 | (1,449,130 | ) | - | 3,841,203 | ||||||||||||||||
| Total liabilities, mezzanine equity, and equity | $ | 11,248,115 | $ | 5,160,335 | $ | (1,489,332 | ) | $ | 995,764 | $ | 15,914,882 | |||||||||||
HOWARD HUGHES HOLDINGS INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Three Months Ended March 31, 2026
(in thousands)
| Historical
HHH | Historical Vantage, | Transaction Accounting Adjustments | Notes | Financing
Adjustments | Notes | Combined Pro Forma |
||||||||||||||||
| Revenues | ||||||||||||||||||||||
| Condominium rights and unit sales | $ | 3,134 | $ | - | $ | - | $ | - | $ | 3,134 | ||||||||||||
| Master Planned Communities land sales | 99,573 | - | - | - | 99,573 | |||||||||||||||||
| Rental revenue | 113,549 | - | - | - | 113,549 | |||||||||||||||||
| Net insurance earned premiums | - | 285,034 | - | - | 285,034 | |||||||||||||||||
| Net insurance investment income | - | 34,215 | - | - | 34,215 | |||||||||||||||||
| Other revenue | 19,661 | 16,088 | - | - | 35,749 | |||||||||||||||||
| Total revenues | 235,917 | 335,337 | - | - | 571,254 | |||||||||||||||||
| Expenses | ||||||||||||||||||||||
| Condominium rights and unit cost of sales | 3,134 | - | - | - | 3,134 | |||||||||||||||||
| Master Planned Communities cost of sales | 34,742 | - | - | - | 34,742 | |||||||||||||||||
| Operating costs | 53,033 | - | - | - | 53,033 | |||||||||||||||||
| Rental property real estate taxes | 16,228 | - | - | - | 16,228 | |||||||||||||||||
| Provision for (recovery of) doubtful accounts | (59 | ) | - | - | - | (59) | ||||||||||||||||
| Insurance claims and claim expenses | - | 163,845 | 1,817 | (5) | - | 165,662 | ||||||||||||||||
| Insurance underwriting expenses | - | 90,516 | 6,705 | (2) | - | 97,221 | ||||||||||||||||
| General and administrative | 25,758 | 1,945 | - | - | 27,703 | |||||||||||||||||
| Depreciation and amortization | 48,640 | 1,268 | 2,920 | (1) | - | 52,828 | ||||||||||||||||
| Other | 3,892 | 5,050 | - | - | 8,942 | |||||||||||||||||
| Total expenses | 185,368 | 262,624 | 11,442 | - | 459,434 | |||||||||||||||||
| Other | ||||||||||||||||||||||
| Investment gain (loss), net | - | (550 | ) | - | - | (550) | ||||||||||||||||
| Other income (loss), net | 127 | 14 | - | - | 141 | |||||||||||||||||
| Total other | 127 | (536 | ) | - | - | (409) | ||||||||||||||||
| Operating income (loss) | 50,676 | 72,177 | (11,442 | ) | - | 111,411 | ||||||||||||||||
| Interest income | 14,663 | - | - | - | 14,663 | |||||||||||||||||
| Interest expense | (41,790 | ) | - | - | - | (41,790) | ||||||||||||||||
| Gain (Loss) on extinguishment of debt | (10,226 | ) | - | - | - | (10,226) | ||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | (2,640 | ) | - | - | - | (2,640) | ||||||||||||||||
| Income (loss) before income taxes | 10,683 | 72,177 | (11,442 | ) | - | 71,418 | ||||||||||||||||
| Income tax expense (benefit) | 2,618 | 6,810 | (2,403 | ) | (4) | - | 7,025 | |||||||||||||||
| Net income (loss) | 8,065 | 65,367 | (9,039 | ) | - | 64,393 | ||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | 161 | (92 | ) | - | - | 69 | ||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 8,226 | $ | 65,275 | $ | (9,039 | ) | $ | - | $ | 64,462 | |||||||||||
| Basic income (loss) per share (Note 6) | $ | 0.14 | $ | 1.09 | ||||||||||||||||||
| Diluted income (loss) per share (Note 6) | $ | 0.14 | $ | 1.09 | ||||||||||||||||||
HOWARD HUGHES HOLDINGS INC.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2025
(in thousands)
| Historical
HHH | Historical Vantage, | Transaction Accounting Adjustments | Notes | Financing
Adjustments | Notes | Combined Pro Forma |
||||||||||||||||
| Revenues | ||||||||||||||||||||||
| Condominium rights and unit sales | $ | 370,156 | $ | - | $ | - | $ | - | $ | 370,156 | ||||||||||||
| Master Planned Communities land sales | 562,586 | - | - | - | 562,586 | |||||||||||||||||
| Rental revenue | 441,446 | - | - | - | 441,446 | |||||||||||||||||
| Net insurance earned premiums | - | 1,035,443 | - | - | 1,035,443 | |||||||||||||||||
| Net insurance investment income | - | 116,292 | - | - | 116,292 | |||||||||||||||||
| Other revenue | 100,704 | 26,748 | - | - | 127,452 | |||||||||||||||||
| Total revenues | 1,474,892 | 1,178,483 | - | - | 2,653,375 | |||||||||||||||||
| Expenses | ||||||||||||||||||||||
| Condominium rights and unit cost of sales | 369,408 | - | - | - | 369,408 | |||||||||||||||||
| Master Planned Communities cost of sales | 188,704 | - | - | - | 188,704 | |||||||||||||||||
| Operating costs | 213,449 | - | - | - | 213,449 | |||||||||||||||||
| Rental property real estate taxes | 60,768 | - | - | - | 60,768 | |||||||||||||||||
| Provision for (recovery of) doubtful accounts | 232 | - | - | - | 232 | |||||||||||||||||
| Insurance claims and claim expenses | - | 616,216 | 8,568 | (5) | - | 624,784 | ||||||||||||||||
| Insurance underwriting expenses | - | 354,221 | 173,750 | (2) | - | 527,971 | ||||||||||||||||
| General and administrative | 122,240 | 7,470 | 16,402 | (3) | - | 146,112 | ||||||||||||||||
| Depreciation and amortization | 183,232 | 8,636 | 8,209 | (1) | - | 200,077 | ||||||||||||||||
| Other | 19,146 | 18,137 | - | - | 37,283 | |||||||||||||||||
| Total expenses | 1,157,179 | 1,004,680 | 206,929 | - | 2,368,788 | |||||||||||||||||
| Other | ||||||||||||||||||||||
| Gain (loss) on sale or disposal of real estate and other assets, net | 29,825 | - | - | - | 29,825 | |||||||||||||||||
| Investment gain (loss), net | - | 425 | - | - | 425 | |||||||||||||||||
| Other income (loss), net | (16,023 | ) | 3,916 | - | - | (12,107) | ||||||||||||||||
| Total other | 13,802 | 4,341 | - | - | 18,143 | |||||||||||||||||
| Operating income (loss) | 331,515 | 178,144 | (206,929 | ) | - | 302,730 | ||||||||||||||||
| Interest income | 46,998 | - | - | - | 46,998 | |||||||||||||||||
| Interest expense | (169,931 | ) | - | - | - | (169,931) | ||||||||||||||||
| Gain (loss) on extinguishment of debt | (698 | ) | - | - | - | (698) | ||||||||||||||||
| Gain (loss) on sale of MUD receivables | (48,197 | ) | -- | - | (48,197) | |||||||||||||||||
| Equity in earnings (losses) from unconsolidated ventures | 1,772 | - | - | - | 1,772 | |||||||||||||||||
| Income (loss) before income taxes | 161,459 | 178,144 | (206,929 | ) | - | 132,674 | ||||||||||||||||
| Income tax expense (benefit) | 37,616 | (23,603 | ) | (43,455 | ) | (4) | - | (29,442) | ||||||||||||||
| Net income (loss) | 123,843 | 201,747 | (163,474 | ) | - | 162,116 | ||||||||||||||||
| Net (income) loss attributable to noncontrolling interests | 54 | (4,706 | ) | - | - | (4,652) | ||||||||||||||||
| Net income (loss) attributable to common stockholders | $ | 123,897 | $ | 197,041 | $ | (163,474 | ) | $ | - | $ | 157,464 | |||||||||||
| Basic income (loss) per share (Note 6) | $ | 2.22 | $ | 2.83 | ||||||||||||||||||
| Diluted income (loss) per share (Note 6) | $ | 2.21 | $ | 2.81 | ||||||||||||||||||
Notes to Unaudited Pro Forma Condensed Combined
Balance Sheet
(in thousands)
| (1) | Reflects the following adjustments to cash and cash equivalents: |
| Acquisition purchase price | $ | (2,099,992 | ) | |
| HHH transaction expenses | (25,602 | ) | ||
| Transaction accounting adjustments to cash and cash equivalents | $ | (2,125,594 | ) | |
| Redeemable preferred stock issued by HHH to Pershing Square Holdings, Ltd | $ | 995,764 | ||
| Financing adjustments to cash and cash equivalents | $ | 995,764 |
In connection with the acquisition, the Company issued $1.0 billion of redeemable preferred stock, which has been reflected in temporary equity in the accompanying unaudited pro forma condensed combined balance sheet. The Company incurred $4.2 million of costs related to the issuance of the redeemable preferred stock, which are reflected as a reduction of the gross proceeds in temporary equity in the unaudited pro forma condensed combined balance sheet. The redeemable preferred stock is non-interest bearing, non-voting, other than customary protective provisions, ranks pari passu with the Company's common stock with respect to payment rights and liquidation, and is entitled to dividends only if declared by the majority of disinterested directors of the Board.
| (2) | Reflects the estimated goodwill from the preliminary purchase price allocation as of March 31, 2026, resulting from the Acquisition. For purposes of determining the purchase price allocation, the fair market value of tangible and intangible assets acquired, and liabilities assumed were estimated as of March 31, 2026. Except for the specific fair value adjustments discussed in the notes hereto, we have concluded that the historical carrying value of assets acquired and liabilities assumed reflect fair value. The final purchase price allocation will be based on an appraisal subsequent to the consummation of the Acquisition and any change in the final allocation of the purchase price to the assets acquired and the liabilities assumed could materially affect the amount of recorded goodwill. |
The preliminary purchase price allocation is as follows:
| Acquisition purchase price | $ | 2,099,992 | ||
| Allocated to: | ||||
| Net investment in real estate | 153 | |||
| Investments in fixed maturity securities | 2,692,696 | |||
| Short-term investments | 49,529 | |||
| Cash and cash equivalents | 296,844 | |||
| Restricted cash | 14,443 | |||
| Accounts receivable, net | 764,492 | |||
| Reinsurance recoverable on paid and unpaid losses | 555,730 | |||
| Intangibles, net | 565,000 | |||
| Other assets, net | 553,417 | |||
| Reserves for claims and claim expenses | (2,007,669 | ) | ||
| Unearned premiums | (1,338,944 | ) | ||
| Other liabilities, net | (319,730 | ) | ||
| Deferred tax liabilities, net | (22,566 | ) | ||
| Noncontrolling interests | (7,696 | ) | ||
| Preliminary fair value of net assets acquired | 1,795,699 | |||
| Preliminary allocation to goodwill | $ | 304,293 |
Upon completion of the fair value assessment after the Acquisition, it is anticipated that the ultimate purchase price allocation will differ from the preliminary assessment outlined above. Any changes to the initial estimates of the fair value of the acquired assets and assumed liabilities will be recorded as adjustments to those assets and liabilities and residual amounts will be allocated to goodwill.
| (3) | Represents the adjustment to reclassify Vantage’s historical deferred tax asset of $24.8 million from other assets, net to deferred tax liabilities, net. This amount has been reclassified as the differences between the book and tax basis created through purchase accounting has resulted in a net deferred tax liability position. The table below illustrates the tax implications from the pro forma adjustments. The estimate of deferred tax liability is preliminary and subject to change based on the final determination of the fair value of acquired assets and assumed liabilities by jurisdiction. |
| Historical Net Book Value | Pro Forma | Transaction Accounting Adjustments | ||||||||||
| Historical Vantage deferred tax asset | $ | 24,837 | $ | - | $ | (24,837 | ) | |||||
| Deferred tax liabilities, net | - | 22,566 | 22,566 | |||||||||
| (4) | Reflects the estimated identifiable intangible assets from the preliminary purchase price allocation as of March 31, 2026, resulting from the Acquisition. A summary of the effects of the preliminary purchase price allocation to the identifiable intangible assets is as follows: |
| Historical Net Book Value | Pro Forma | Transaction Accounting Adjustments | ||||||||||
| Broker relationships - insurance | $ | - | $ | 183,000 | $ | 183,000 | ||||||
| Broker relationships - reinsurance | - | 44,000 | 44,000 | |||||||||
| Tradename | - | 16,000 | 16,000 | |||||||||
| Insurance licenses | 19,225 | 15,000 | (4,225 | ) | ||||||||
| Internally developed and used technology | 37,991 | 9,000 | (28,991 | ) | ||||||||
| Valuation of business acquired (“VOBA”) | - | 298,000 | 298,000 | |||||||||
| Intangible assets, gross | 57,216 | 565,000 | 507,784 | |||||||||
| Less: Accumulated amortization | (32,127 | ) | - | 32,127 | ||||||||
| Intangible assets, net | $ | 25,089 | $ | 565,000 | $ | 539,911 | ||||||
The fair value assigned to the identifiable intangible assets has been estimated based on a preliminary analysis as of March 31, 2026. The final purchase price allocation will be based on certain valuation and other studies that have yet to progress to a stage where there is sufficient information for a definitive measurement. The final valuation may result in a materially different allocation for intangible assets than that presented in this unaudited pro forma condensed combined balance sheet. Any change in the amount of the final purchase price allocated to amortizable, finite-lived intangible assets could materially affect the amount of amortization expense.
| (5) | Reflects the estimated reserves from the preliminary purchase price allocation as of March 31, 2026, resulting from the Acquisition. A summary of the effects of the preliminary purchase price allocation to the reserves is as follows: |
| Historical Net Book Value | Pro Forma | Transaction Accounting Adjustments | ||||||||||
| Reserves for claims and claim expenses | $ | 2,061,237 | $ | 2,007,669 | $ | (53,568 | ) | |||||
| Reinsurance recoverable on paid and unpaid losses | 570,090 | 555,730 | (14,360 | ) | ||||||||
| (6) | The following table presents the amounts of unamortized historical deferred acquisition costs, which are removed upon closing of the Acquisition and, therefore eliminated from the pro forma information. |
| Deferred expenses, net | Historical Net Book Value | Pro Forma | Transaction Accounting Adjustments | |||||||||
| Deferred acquisition costs | $ | 168,745 | $ | - | $ | (168,745 | ) | |||||
| (7) | Reflects a $9.2 million reduction in other liabilities for transaction-related costs accrued as of March 31, 2026, that we expect to be paid on the closing of the Acquisition. |
| Historical Net Book Value | Pro Forma | Transaction Accounting Adjustments | ||||||||||
| Other liabilities, net | $ | 1,760,497 | $ | 1,751,297 | $ | (9,200 | ) | |||||
| (8) | This adjustment reflects (i) the elimination of Vantage’s historical equity and (ii) a reduction for estimated non-recurring transaction-related costs of $16.4 million. |
| Historical Net Book Value | Pro Forma | Transaction Accounting Adjustments | ||||||||||
| Common stock | $ | 1,237,327 | $ | 662 | $ | (1,236,665 | ) | |||||
| Additional paid-in capital | 4,507,350 | 4,462,910 | (44,440 | ) | ||||||||
| Retained earnings (accumulated deficit) | 105,576 | (70,272 | ) | (175,848 | ) | |||||||
| Accumulated other comprehensive income (loss) | (10,204 | ) | (2,381 | ) | 7,823 | |||||||
| Treasury stock | (624,521 | ) | (624,521 | ) | - | |||||||
| Noncontrolling interest | 74,805 | 74,805 | - | |||||||||
| Total equity | $ | 5,290,333 | $ | 3,841,203 | $ | (1,449,130 | ) | |||||
Notes to Unaudited Pro Forma Condensed Combined Statement of Operations
(in thousands)
| (1) | Reflects the estimated amortization expense based on the preliminary estimates of fair value and useful lives of identified, finite-lived intangible assets. See note (4) to the unaudited pro forma condensed combined balance sheet. |
| Estimated Fair Value | Estimated Life | Amortization Method | Annual Amortization Expense | |||||||||||
| Broker relationships - insurance | $ | 183,000 | 17.0 | Straight Line | $ | 10,765 | ||||||||
| Broker relationships - reinsurance | 44,000 | 15.0 | Straight Line | 2,933 | ||||||||||
| Tradename | 16,000 | 10.0 | Straight Line | 1,600 | ||||||||||
| Insurance licenses | 15,000 | Indefinite | N/A | - | ||||||||||
| Internally developed and used technology | 9,000 | 7.0 | Straight Line | 1,286 | ||||||||||
| Total | $ | 267,000 | $ | 16,584 | ||||||||||
A summary of the effects of the adjustments to amortization expense included in depreciation & amortization is as follows:
| For the Three Months Ended March 31, 2026 | For the Year Ended December 31, 2025 | |||||||
| Estimated amortization of finite lived assets | $ | 4,146 | $ | 16,584 | ||||
| Elimination of historical amortization expense included in depreciation & amortization | (1,226 | ) | (8,375 | ) | ||||
| Transaction accounting adjustments | $ | 2,920 | $ | 8,209 | ||||
| (2) | The following table represents adjustments to Insurance underwriting expenses for the year ended December 31, 2025, reflecting (i) the elimination of Vantage’s historical amortization of deferred acquisition costs of $94.5 million and (ii) the inclusion of $268.2 million of amortization related to valuation of business acquired (“VOBA”), resulting in a pro forma net increase of $173.8 million. For the three months ended March 31, 2026, the adjustment to Insurance underwriting expenses reflects only $6.7 million of VOBA amortization. As historical deferred acquisition costs were treated as fully amortized during 2025, there is no deferred acquisition cost adjustment for the three months ended March 31, 2026. |
| For the Three Months Ended March 31, 2026 | For the Year Ended December 31, 2025 | |||||||
| Transaction accounting adjustment related to deferred acquisition costs and VOBA amortization | $ | 6,705 | $ | 173,750 | ||||
| (3) | Represents unrecorded transaction costs of $16.4 million. See notes (7) and (8) to the unaudited pro forma condensed combined balance sheet for a discussion of transaction costs. The transaction costs are reflected in (i) stockholders’ equity in the pro forma balance sheet as of March 31, 2026, and (ii) general and administrative expenses in the pro forma income statement for the year ended December 31, 2025. These transaction costs will not recur beyond 12 months after the transaction. |
| For the Three Months Ended March 31, 2026 | For the Year Ended December 31, 2025 | |||||||
| Transaction accounting adjustment related to transaction costs | $ | - | $ | 16,402 | ||||
| (4) | Reflects an adjustment to income taxes due to the pro forma adjustments calculated by applying the U.S. statutory tax rate. Because the tax rate used for these unaudited pro forma condensed combined financial statements is not reflective of the planned tax structure post-Acquisition, it will likely vary from the actual rate in periods subsequent to the Transactions and such variance may be material. In addition, the pro forma income tax benefit is preliminary, is based on estimates and assumptions that are subject to change, and further analysis subsequent to the consummation of the Acquisition could materially affect the income tax expense or benefit associated with the Transactions. |
| For the Three Months Ended March 31, 2026 | For the Year Ended December 31, 2025 | |||||||
| Transaction accounting and financing adjustments | $ | (11,442 | ) | $ | (206,929 | ) | ||
| Statutory tax rate | 21.0 | % | 21.0 | % | ||||
| Transaction accounting adjustments | $ | (2,403 | ) | $ | (43,455 | ) | ||
| (5) | Represents an adjustment to amortize the difference between the estimated fair value and historical value of the “Reserves for claims and claim expenses” and “Reinsurance recoverable on paid and unpaid losses”. The difference is amortized over the estimated payout period of the underlying claims. |
| For the Three Months Ended March 31, 2026 | For the Year Ended December 31, 2025 | |||||||
| Reserves for claims and claim expenses | $ | 2,482 | $ | 11,706 | ||||
| Reinsurance recoverable on paid and unpaid losses | (665 | ) | (3,138 | ) | ||||
| Transaction accounting adjustments | $ | 1,817 | $ | 8,568 | ||||
| (6) | Basic earnings (loss) per share (EPS) is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of common shares outstanding. Diluted EPS is computed after adjusting the numerator and denominator of the basic EPS computation for the effects of all potentially dilutive common shares. The dilutive effect of options and non-vested restricted stock issued under stock-based compensation plans is computed using the treasury stock method. The redeemable preferred stock issued in connection with the transaction is not subject to mandatory or cumulative dividends or periodic accretion to its redemption amount during the periods presented. Because no dividends were declared or assumed to have been declared during the pro forma periods, no adjustment to income attributable to common shareholders or earnings per share is necessary in the accompanying unaudited pro forma condensed combined statements of operations. |
The following table sets forth the computation of pro forma basic and diluted EPS (in thousands, except per share data):
| For the Three Months Ended March 31, 2026 | For the Year Ended December 31, 2025 | |||||||
| Pro Forma net income (loss) attributable to common stockholders | $ | 64,462 | $ | 157,464 | ||||
| Weighted average common shares outstanding – basic | 58,973 | 55,722 | ||||||
| Restricted stock and stock options | 181 | 324 | ||||||
| Weighted average common shares outstanding – diluted | $ | 59,154 | $ | 56,046 | ||||
| Basic income (loss) per share | $ | 1.09 | $ | 2.83 | ||||
| Diluted income (loss) per share | $ | 1.09 | $ | 2.81 | ||||
Reclassification Adjustments
Vantage Unaudited Reclassified Condensed Balance Sheet
As of March 31, 2026
(in thousands)
| HHH Presentation | Historical Vantage Presentation | Reclassification | Notes | Historical Vantage, Adjusted | |||||||||||
| Assets | |||||||||||||||
| Investments in fixed maturity securities | Fixed maturity securities available for sale, at fair value | $ | 2,685,196 | 7,500 | (a) | $ | 2,692,696 | ||||||||
| Fixed maturity security held to maturity, at amortized cost | 7,500 | (7,500 | ) | (a) | - | ||||||||||
| Short-term investments | Short-term investments, at fair value | 49,529 | - | 49,529 | |||||||||||
| Total investments | 2,742,225 | - | 2,742,225 | ||||||||||||
| Cash and cash equivalents | Cash and cash equivalents | 296,844 | - | 296,844 | |||||||||||
| Restricted cash | Restricted cash | 14,443 | - | 14,443 | |||||||||||
| Accounts receivable, net | Premiums receivable | 764,492 | - | (b) | 764,492 | ||||||||||
| Reinsurance recoverable on paid and unpaid losses | Reinsurance recoverable on paid and unpaid losses | 570,090 | - | (c) | 570,090 | ||||||||||
| Deferred expenses, net | Deferred acquisition costs | 168,745 | - | (d) | 168,745 | ||||||||||
| Intangibles, net | Intangibles, net | - | 25,089 | (e) | 25,089 | ||||||||||
| Accrued investment income | 19,532 | (19,532 | ) | (f) | - | ||||||||||
| Prepaid reinsurance premiums | 397,671 | (397,671 | ) | (f) | - | ||||||||||
| Fee income receivable | 41,326 | (41,326 | ) | (f) | - | ||||||||||
| Funds held by third parties | 61,372 | (61,372) | (f) | - | |||||||||||
| Other assets, net | Other assets | 83,595 | 494,659 | (e),(f),(g) | 578,254 | ||||||||||
| Buildings and equipment | - | 153 | (g) | 153 | |||||||||||
| Total assets | Total assets | $ | 5,160,335 | $ | - | $ | 5,160,335 | ||||||||
| Liabilities | |||||||||||||||
| Reserves for claims and claim expenses | Reserves for claims and claim expenses | $ | 2,061,237 | - | (c) | $ | 2,061,237 | ||||||||
| Unearned premiums | Unearned premiums | 1,338,944 | - | (c) | 1,338,944 | ||||||||||
| Reinsurance balances payable | 245,222 | (245,222 | ) | (h) | - | ||||||||||
| Other liabilities | 74,508 | (74,508 | ) | (h) | - | ||||||||||
| Other liabilities, net | Accounts payable and other liabilities | - | 319,730 | (h) | 319,730 | ||||||||||
| Total liabilities | Total liabilities | 3,719,911 | - | 3,719,911 | |||||||||||
| Shareholders’ equity | |||||||||||||||
| Common stock | Common shares | 1,236,665 | - | 1,236,665 | |||||||||||
| Additional paid-in capital | Additional paid-in capital | 44,440 | - | 44,440 | |||||||||||
| Retained earnings (deficit) | Retained earnings (deficit) | 159,446 | - | 159,446 | |||||||||||
| Accumulated other comprehensive income (loss) | Accumulated other comprehensive income (loss) | (7,823 | ) | - | (7,823 | ) | |||||||||
| Total stockholders’ equity | Total Vantage Group Holdings Ltd. shareholders’ equity | 1,432,728 | - | (i) | 1,432,728 | ||||||||||
| Noncontrolling interest | Noncontrolling interest | 7,696 | - | 7,696 | |||||||||||
| Total equity | Total equity | 1,440,424 | - | 1,440,424 | |||||||||||
| Total liabilities and shareholders’ equity | Total liabilities and shareholders’ equity | $ | 5,160,335 | $ | - | $ | 5,160,335 | ||||||||
NOTES:
(a) This represents the reclassification of Vantage’s historical “Fixed maturity securities available for sale, at fair value” and “Fixed maturity security held to maturity, at amortized cost” amounts to “Investment in fixed maturity securities”, which will represent a new financial statement line item in HHH’s financial statements upon close of the Acquisition.
(b) Vantage’s historical “Premiums receivable” amount will be presented in “Accounts receivable, net” to conform to HHH’s historical presentation.
(c) “Reinsurance recoverable on paid and unpaid losses”, “Reserves for claims and claim expenses”, and “Unearned premiums” represent insurance specific financial statement line items that are historically presented on Vantage’s financial statements and will represent new financial statement line items in HHH’s financial statements upon close of the Acquisition.
(d) Vantage’s historical “Deferred acquisition costs” amount will be presented in “Deferred expenses, net” to conform to HHH’s historical presentation.
(e) This represents the reclassification of Vantage’s historical presentation of Intangible assets recorded within “Other assets” amount to “Intangibles, net”, which will represent a new financial statement line item in HHH’s financial statements upon close of the Acquisition.
(f) This represents the reclassification of Vantage’s historical “Accrued investment income”, “Prepaid reinsurance premiums”, “Fee income receivable”, and “Funds held by third parties” amounts to “Other assets” to conform to HHH’s historical presentation.
(g) This represents the reclassification of Vantage’s historical fixed assets within “Other assets, net” to “Buildings and equipment” to conform to HHH’s historical presentation.
(h) This represents the reclassification of Vantage’s historical “Reinsurance balances payable” and “Other liabilities” amounts to “Other liabilities, net”, which will represent a new financial statement line item in HHH’s financial statements upon close of the Acquisition.
(i) This represents the relabeling of Vantage’s historical “Total Vantage Group Holdings Ltd. shareholders’ equity” financial statement line item to “Total stockholders’ equity” to conform to HHH’s historical presentation.
Vantage Unaudited Reclassified Condensed Statement of Operations
For the Three Months Ended March 31, 2026
(in thousands)
| HHH Presentation | Historical Vantage Presentation | Reclassification | Notes | Historical Vantage, Adjusted | ||||||||||||
| Revenues | Revenues | |||||||||||||||
| Net insurance earned premiums | Net earned premiums | $ | 285,034 | - | $ | 285,034 | ||||||||||
| Net insurance investment income | Net investment income | 34,215 | - | 34,215 | ||||||||||||
| Net realized losses on investments | (550 | ) | 550 | (a) | - | |||||||||||
| Other revenue | Fee and other income | 16,102 | (14 | ) | (b) | 16,088 | ||||||||||
| Total revenues | Total revenues | 334,801 | 536 | 335,337 | ||||||||||||
| Expenses | ||||||||||||||||
| Insurance claims and claim expenses | Claims and claim expenses incurred, net | 163,845 | - | 163,845 | ||||||||||||
| Insurance underwriting expenses | Acquisition expenses, net | 53,124 | 37,392 | (d) | 90,516 | |||||||||||
| General and administrative | General and administrative expenses | 40,605 | (38,660 | ) | (c)(d) | 1,945 | ||||||||||
| Depreciation and amortization | - | 1,268 | (c) | 1,268 | ||||||||||||
| Other | Other expenses | 5,050 | - | 5,050 | ||||||||||||
| Total expenses | Total expenses | 262,624 | - | 262,624 | ||||||||||||
| Investment gain (loss), net | - | (550 | ) | (a) | (550 | ) | ||||||||||
| Other income (loss), net | - | 14 | (b) | 14 | ||||||||||||
| Income (loss) before income taxes | Income before income taxes ... | 72,177 | - | 72,177 | ||||||||||||
| Income tax expense (benefit) | (Benefit) provision for income taxes | 6,810 | - | 6,810 | ||||||||||||
| Net income (loss) | Net Income | 65,367 | - | 65,367 | ||||||||||||
| Net (income) loss attributable to noncontrolling interests | Less: Net income attributable to noncontrolling interest | 92 | - | 92 | ||||||||||||
| Net income (loss) attributable to common stockholders | Net income attributable to Vantage Group Holdings Ltd. | $ | 65,275 | $ | - | $ | 65,275 | |||||||||
NOTES:
(a) This represents the reclassification of Vantage’s historical “Net realized losses on investments” to “Investment gain (loss), net” which will represent a new financial statement line item in HHH’s financial statements upon close of the Acquisition.
(b) Vantage’s historical “Fee and other income” will be presented in “Other revenue” and “Other income (loss), net” to conform to HHH’s historical presentation.
(c) This represents the reclassification of Vantage’s historical depreciation & amortization recorded within “General & administrative expenses” to “Depreciation & amortization” to conform to HHH’s historical presentation.
(d) This represents the reclassification of Vantage’s historical general and administrative expenses (excluding stock-based compensation expense) from “General and Administrative” to “Insurance underwriting expenses”.
Vantage Unaudited Reclassified Condensed Statement of Operations
For the Year Ended December 31, 2025
(in thousands)
| HHH Presentation | Historical Vantage Presentation | Reclassification | Notes | Historical Vantage, Adjusted | ||||||||||||
| Revenues | Revenues | |||||||||||||||
| Net insurance earned premiums | Net earned premiums | $ | 1,035,443 | $ | - | $ | 1,035,443 | |||||||||
| Net insurance investment income | Net investment income | 116,292 | - | 116,292 | ||||||||||||
| Net realized losses on investments | 425 | (425 | ) | (a) | - | |||||||||||
| Other revenue | Fee and other income | 30,664 | (3,916 | ) | (b) | 26,748 | ||||||||||
| Total revenues | Total revenues | 1,182,824 | (4,341 | ) | 1,178,483 | |||||||||||
| Expenses | ||||||||||||||||
| Insurance claims and claim expenses | Claims and claim expenses incurred, net | 616,216 | 616,216 | |||||||||||||
| Insurance underwriting expenses | Acquisition expenses, net | 195,380 | 158,841 | (d) | 354,221 | |||||||||||
| General and administrative | General and administrative expenses | 174,947 | (167,477 | ) | (c)(d) | 7,470 | ||||||||||
| Depreciation and amortization | - | 8,636 | (c) | 8,636 | ||||||||||||
| Other | Other expenses | 18,137 | 18,137 | |||||||||||||
| Total expenses | Total expenses | 1,004,680 | - | 1,004,680 | ||||||||||||
| Investment gain (loss), net | - | 425 | (a) | 425 | ||||||||||||
| Other income (loss), net | - | 3,916 | (b) | 3,916 | ||||||||||||
| Income (loss) before income taxes | Income before income taxes | 178,144 | - | 178,144 | ||||||||||||
| Income tax expense (benefit) | (Benefit) provision for income taxes | (23,603 | ) | - | (23,603 | ) | ||||||||||
| Net income (loss) | Net Income | 201,747 | - | 201,747 | ||||||||||||
| Net (income) loss attributable to noncontrolling interests | Less: Net income attributable to noncontrolling interest | 4,706 | - | 4,706 | ||||||||||||
| Net income (loss) attributable to common stockholders | Net income attributable to Vantage Group Holdings Ltd. | $ | 197,041 | $ | - | $ | 197,041 | |||||||||
NOTES:
(a) This represents the reclassification of Vantage’s historical “Net realized losses on investments” to “Investment gain (loss), net” which will represent a new financial statement line item in HHH’s financial statements upon close of the Acquisition.
(b) Vantage’s historical “Fee and other income” will be presented in “Other revenue” and “Other income (loss), net” to conform to HHH’s historical presentation.
(c) This represents the reclassification of Vantage’s historical depreciation & amortization recorded within “General & administrative expenses” to “Depreciation & amortization” to conform to HHH’s historical presentation.
(d) This represents the reclassification of Vantage’s historical general and administrative expenses (excluding stock-based compensation expense) from “General and Administrative” to “Insurance underwriting expenses”.