The Howard Hughes Corporation Closes Offering of Senior Notes

Howard Hughes (NYSE: HHH) completed a private offering of senior notes totaling $1.0 billion — $500 million due 2032 and $500 million due 2034.

Rhea-AI Summary

Howard Hughes (NYSE: HHH) completed a private offering of senior notes totaling $1.0 billion — $500 million due 2032 and $500 million due 2034. The company intends to use net proceeds to redeem all outstanding 5.375% senior notes due 2028 on February 19, 2026 and for general corporate purposes.

The Notes were sold in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S, and have not been registered under the Securities Act.

Positive

• $1.0 billion senior notes offering completed
• Planned redemption of all 5.375% 2028 notes on Feb 19, 2026
• Offering placed with institutional investors under Rule 144A/Reg S

Negative

• Redemption requires payment of premiums, accrued interest and expenses
• Notes not registered, restricting resale in U.S. markets

Argus Feb 18 session

+0.33% close to close Open Argus

Details

News Market Reaction – HHH

On Feb 18, the first trading day after this news, HHH closed 0.33% above the previous close.

Data tracked by StockTitan Argus for the Feb 18 session.

Key Figures

2032 senior notes: $500 million 2034 senior notes: $500 million Total new notes: $1.0 billion +2 more

2032 senior notes

$500 million

Aggregate principal amount of senior notes due 2032

2034 senior notes

$500 million

Aggregate principal amount of senior notes due 2034

Total new notes

$1.0 billion

Combined principal of 2032 and 2034 senior notes

2028 notes coupon

5.375%

Coupon on Senior Notes due 2028 being redeemed

2028 notes redemption date

February 19, 2026

Scheduled redemption of 5.375% Senior Notes due 2028

Previous Offering Reports

2 past events · Latest: Feb 04

Same Type 2 events

1. Feb 04

   Notes offering priced

   24h Move

   -2.1%

   Priced $1.0B unsecured senior notes due 2032 and 2034 at fixed coupons.

2. Feb 04

   Notes offering launched

   24h Move

   +2.1%

   Commenced $1.0B senior notes private placement for refinancing and corporate uses.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

senior notes, private placement, Rule 144A, Regulation S, +1 more

5 terms

senior notes financial

"aggregate principal amount of senior notes due 2032"

Senior notes are a type of loan that a company borrows from investors, promising to pay it back with interest. They are called "senior" because in case the company faces financial trouble, these lenders are paid back before others. This makes senior notes safer for investors compared to other types of loans or bonds.

private placement financial

"The Notes were offered in a private placement, solely to persons"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

Rule 144A regulatory

"buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act"

Rule 144A is a regulation that makes it easier for companies to sell private bonds to large investors without going through all the usual rules that apply to public sales. It matters because it helps companies raise money more quickly and privately, often attracting big investors looking for special deals.

Regulation S regulatory

"outside the United States to persons other than “U.S. persons” in reliance on Regulation S under the Securities Act"

Regulation S is a set of rules that allows companies to sell securities (like shares or bonds) to investors outside the United States without having to follow all U.S. securities laws. It matters because it makes it easier for companies to raise money from international investors while still complying with U.S. regulations.

qualified institutional buyers financial

"solely to persons reasonably believed to be qualified institutional buyers"

Qualified institutional buyers are large organizations, like big investment firms or banks, that are allowed to buy certain types of investment opportunities not available to everyday investors. Their size and experience matter because it ensures they understand and can handle complex financial deals, making markets more efficient and secure.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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THE WOODLANDS, Texas, Feb. 17, 2026 (GLOBE NEWSWIRE) -- Howard Hughes Holdings Inc. (NYSE: HHH) (“Howard Hughes,” “HHH,” or the “Company”) announced today that its wholly owned subsidiary, The Howard Hughes Corporation (“HHC”) has completed its previously announced notes offering (the “Offering”) of $500 million aggregate principal amount of senior notes due 2032 (the “2032 Notes”) and $500 million aggregate principal amount of senior notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Notes”).

HHC intends to use the net proceeds of the Offering to redeem all of its outstanding 5.375% Senior Notes due 2028 (the “2028 Notes”), including the payment of premiums, accrued and unpaid interest and expenses related to such redemption, which is scheduled to occur on February 19, 2026, and for general corporate purposes. This press release shall not constitute a notice of redemption of the 2028 Notes.

The Notes were offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to persons other than “U.S. persons” in reliance on Regulation S under the Securities Act. The Notes have not been registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Howard Hughes Holdings Inc.
Howard Hughes Holdings Inc. (HHH) is a holding company focused on growing long-term shareholder value. Through its real estate platform, Howard Hughes Communities, HHH owns, manages, and develops commercial, residential, and mixed-use real estate throughout the U.S. Its award-winning assets include the country’s preeminent portfolio of master planned communities, as well as operating properties and development opportunities including The Woodlands^®, Bridgeland^® and The Woodlands Hills^® in Greater Houston; Summerlin^® in Las Vegas; Teravalis™ in Greater Phoenix; Ward Village^® in Honolulu; and Merriweather District in Columbia, Maryland. Howard Hughes Holdings Inc. is traded on the New York Stock Exchange as HHH. For additional information visit www.howardhughes.com.

Safe Harbor Statement
Statements made in this press release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,” “enables,” “realize,” “plan,” “intend,” “assume,” “transform” and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are based on management’s expectations, estimates, assumptions, and projections as of the date of this release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause actual results to differ materially are set forth as risk factors in Howard Hughes Holdings Inc.’s filings with the Securities and Exchange Commission, including its Quarterly and Annual Reports. Howard Hughes Holdings Inc. cautions you not to place undue reliance on the forward-looking statements contained in this release. Howard Hughes Holdings Inc. does not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this release.

Media Relations:
Cristina Carlson
Howard Hughes
cristina.carlson@howardhughes.com
646-822-6910

Francis McGill
Pershing Square
McGill@persq.com
212-909-2455

Investor Relations:
investorrelations@howardhughes.com
281-929-7700

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did HHH announce about the senior notes offering on February 17, 2026?

The company completed a private placement of $1.0 billion in senior notes, split into $500 million due 2032 and $500 million due 2034. According to the company, proceeds will redeem its 5.375% notes due 2028 and support general corporate purposes.

When will Howard Hughes redeem the 5.375% senior notes due 2028 (HHH)?

Redemption of the 2028 notes is scheduled for February 19, 2026. According to the company, redemption will include premiums, accrued and unpaid interest and related expenses funded by Offering proceeds.

How were the HHH 2032 and 2034 notes offered to investors?

The Notes were sold in a private placement to qualified institutional buyers under Rule 144A and to non-U.S. persons under Regulation S. According to the company, the securities have not been registered under the Securities Act.

Will the newly issued HHH notes be registered for public resale in the U.S.?

No, the Notes have not been registered under the Securities Act and may not be sold in the U.S. without registration or an exemption. According to the company, resale is limited by those registration rules.

How much principal did Howard Hughes issue in the 2032 and 2034 notes (HHH)?

Howard Hughes issued $500 million aggregate principal amount of 2032 notes and $500 million aggregate principal amount of 2034 notes. According to the company, aggregate proceeds will be used for redemption and general corporate purposes.

What will the net proceeds from the HHH offering be used for?

Net proceeds are intended to redeem all outstanding 5.375% senior notes due 2028 and for general corporate purposes. According to the company, the redemption includes premiums, accrued interest and related expenses.