Howard Hughes Holdings Inc. SEC Filings

Howard Hughes Holdings Inc. will hold its 2025 Annual Meeting on September 30, 2025, with a record date of August 4, 2025. Stockholders will vote on election of 11 director nominees, an advisory vote on executive compensation, approval of the 2025 Equity Incentive Plan, and ratification of KPMG LLP as auditor. The proxy discloses a May 5, 2025, sale of 9,000,000 shares to PS Holdco for $900,000,000 and related agreements with Pershing Square, including a 10-year Services Agreement with a $3,750,000 quarterly base fee plus a quarterly variable fee equal to 0.375% of excess market value over a $66.1453 reference price. The Shareholder Agreement grants Pershing Square director nomination rights and consent/subscription rights while a Standstill Agreement caps Pershing Square voting at 40% for most matters.

Amendment No. 30 to Schedule 13D reveals that Pershing Square entities and William A. Ackman have significantly increased their position in Howard Hughes Holdings Inc. (HHH). On 5 Aug 2025, Pershing Square Holdco, L.P. purchased 9 million newly issued common shares and, simultaneously, entered into a Voting Proxy Agreement with Pershing Square Holdings, Ltd., Pershing Square International, Ltd. and Pershing Square, L.P. The agreement grants Holdco the right to vote all shares held by these funds, though it is automatically revoked on share disposal or upon specific written notice.

After the transaction, the group beneficially owns or controls 27,852,064 shares, equal to 46.9 % of the 59,401,210 shares outstanding as of 30 Jul 2025. Pershing Square Capital Management, L.P. individually reports ownership of 18,852,064 shares, or 31.7 %. The move injects fresh equity into HHH and leaves Ackman’s vehicles just shy of majority control, materially influencing future governance and strategic direction.

The filing is a Form 144 notice indicating a proposed sale of 5,502 shares of Howard Hughes Holdings Inc. (HHH) common stock. The shares—acquired through a series of restricted-stock vesting events between 12/31/2023 and 07/01/2025—will be sold through Fidelity Brokerage Services LLC on or about 07/07/2025. The aggregate market value of the planned sale is $378,592.62. With approximately 50.4 million shares outstanding, the sale represents roughly 0.01 % of the company’s equity, suggesting minimal impact on overall float or insider ownership levels.

No other equity sales were reported during the past three months, and the filer affirms possession of no undisclosed material adverse information. The filing is procedural, providing advance public notice of a relatively small insider transaction that falls well below thresholds typically viewed as material by institutional investors.

Howard Hughes Holdings Inc. (HHH) – Form 4 insider transaction

Director Steven H. Shepsman reported receiving 2,094 shares of restricted common stock on 20 June 2025 under the company’s 2020 Equity Incentive Plan. The award carries a grant price of $0 because it is a non-cash equity award to a non-employee director. The shares will vest on the earlier of the company’s 2026 annual shareholder meeting or 1 June 2026.

Following the grant, Shepsman’s direct beneficial ownership increased to 29,473 common shares. No derivative securities were reported in this filing, and there was no sale or disposition of shares. The transaction was coded “A” (acquisition) and does not involve a Rule 10b5-1 trading plan.

Because the filing reflects routine board compensation rather than a market purchase, the immediate monetary value is limited; however, it modestly enlarges the director’s equity stake, maintaining alignment with shareholder interests.

Howard Hughes Holdings Inc. (HHH) filed a Form 4 disclosing that non-employee director R. Scot Sellers was granted 3,898 shares of restricted common stock on 06/20/2025 under the company’s 2020 Equity Incentive Plan.

The award was made at $0 cost and will vest on the earlier of the company’s 2026 annual meeting or June 1, 2026, thereby tying the director’s compensation to future shareholder value. Following the grant, Mr. Sellers’ direct beneficial ownership increased to 62,517 shares.

• Transaction type: Acquisition (Code “A”)
• Total incremental value: nominal today (no cash outlay); ultimate value depends on future share price.
• No derivative securities were reported.

The filing signals routine board-level equity compensation rather than an open-market purchase or sale, so it does not materially alter the company’s capital structure or signal immediate changes in insider sentiment. However, it modestly strengthens insider alignment with shareholders by increasing the director’s equity stake.