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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 4, 2026

HOWARD HUGHES HOLDINGS INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation) |
|
001-41779
(Commission File Number) |
|
93-1869991
(I.R.S. Employer Identification No.) |
9950
Woodloch Forest Drive, Suite 1100
The
Woodlands, Texas 77381
(Address of principal executive offices, including
zip code)
Registrant’s telephone number, including
area code: (281) 719-6100
Check the appropriate box below if the Form 8-K filing
is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written
communications pursuant to Rule 425 under the Securities Act |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol |
Name of each exchange on
which registered |
| Common stock, par value $0.01 per share |
HHH |
New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth
company as defined in Rule 405 under the Securities Act or Rule 12b-2 under the Exchange Act.
Emerging growth
company ¨
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01. Entry into a Material Definitive Agreement.
On June 4, 2026 (the “Closing Date”),
Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Howard
Hughes Holdings Inc. (the “Company”) completed its previously announced acquisition (the “Vantage Transaction”)
of Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares (“Vantage”) (the “Closing”),
pursuant to that certain Purchase and Sale Agreement (the “Purchase Agreement”), dated as of December 17, 2025, by and
among Buyer, Vantage, Carlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted limited partnership (the “Carlyle
Investor”), H&F Vantage Aggregator, L.P., a Cayman Islands exempted limited partnership (the “H&F Investor”),
each of the other shareholders of Vantage (the “Additional Shareholders”, together with the Carlyle Investor and the H&F
Investor, each a “Seller” and collectively, the “Sellers”), the Carlyle Investor and the H&F Investor, in
their capacities as the Sellers’ representatives, and, solely for purposes of guaranteeing the obligations of Buyer pursuant to
the Purchase Agreement, the Company.
At the Closing, Buyer acquired all of Vantage’s
outstanding shares of capital stock for an aggregate cash consideration of $2.1 billion, subject to customary adjustments. The Vantage
Transaction was completed following the satisfaction of the closing conditions set forth in the Purchase Agreement.
Given that the Closing occurred before June 30,
2026, the purchase price was not increased by the average yield on the J.P. Morgan 100% U.S. Treasury Securities Money Market Fund during
the period from January 1, 2026 through the Closing.
The Financing
The Vantage Transaction was financed through cash
on hand and $1 billion of non-voting preferred equity financing from Pershing Square Holdings, Ltd. (“PSH”). A committee
of the Board of Directors of the Company (the “Board”), comprised solely of independent and disinterested directors and established
by the Board for the purpose of evaluating, negotiating and approving (or rejecting) the financing, in accordance with the terms of the
existing Standstill Agreement between the Company and Pershing Square Holdco, L.P., unanimously approved, and recommended that the Board
approve, the financing. Based on the committee’s recommendation, the Board approved such financing and the issuance of the Preferred
Stock.
Subscription Agreement
In connection with the Closing, on the Closing Date, the Company entered into a Subscription Agreement (the “SA”) with PSH
on terms substantially similar to the terms set forth in the equity commitment letter, dated as of December 17, 2025, by and between the
Company and PSH (the “Equity Commitment Letter”). Pursuant to the SA, the Company issued and sold Series A Non-voting Exchangeable
Perpetual Preferred Stock, par value $0.01 per share (the “Preferred Stock”) to PSH for an aggregate purchase price of $1.0
billion.
Pursuant to the SA, PSH has a right of first refusal
with respect to any proposed secondary sale of any equity securities of Buyer (including any instruments convertible into such equity)
to any third party. The right of first refusal permits PSH to purchase any of those equity securities from the Company or Buyer on the
terms and conditions offered to the other third party. In the event the exercise of the right of first refusal would cause PSH to exceed
the Ownership Cap (as defined below), the underlying proposed sale shall require the consent of a majority-in-interest of the holders
of Preferred Stock.
Certificate of Designations of the Preferred
Stock
Each share of Preferred Stock issued to PSH pursuant
to the SA has the powers, designations, preferences and other rights as set forth in the Certificate of Designations of the Preferred
Stock filed by the Company with the Secretary of State of the State of Delaware on the Closing Date (the “Certificate of Designations”).
Ranking
The Preferred Stock will rank pari passu
with all of the Company’s common stock, including with respect to payment rights and liquidation.
Voting Rights
Except as required by law and subject to certain protective provisions in the Certificate of Designations, the holders of the Preferred
Stock will not have any voting rights.
Dividends
A majority of Disinterested Directors (as defined
in the Certificate of Designations) of the Board may declare dividends on the Preferred Stock, and if declared, such dividends will be
paid out of the assets of the Company legally available for the payment of dividends. Such declared dividends may not exceed the pro rata
cash dividends or distributions actually received by the Company from Vantage (through Buyer).
Exchange Right
Within 60 days following (i) the end of the seventh fiscal year following the date of issuance of the Preferred Stock (the “Original
Issue Date”), beginning with the fiscal year ending December 31, 2026 (subject to the Call Option (defined below)) and (ii) the
end of each subsequent fiscal year, a holder of Preferred Stock may exchange shares of Preferred Stock, without the payment of additional
consideration, into a number of common equity interests of Buyer (“Buyer Units”). Upon exchange of all Preferred Stock, the
holders of Preferred Stock would own, in the aggregate, a fraction of all Buyer Units equal to (a) (1) the aggregate purchase price paid
for primary acquisitions of the Preferred Stock plus (2) all dividends received by the Company (through Buyer) from Vantage that the Preferred
Stock would have received had it been exchanged for Buyer Units (reduced by (but not below zero) the amount of all dividends passed on
to holders of the Preferred Stock through a dividend on the Preferred Stock), in each case prior to the date of the applicable exchange
plus (3) any dividends owed under the Defaulted Repurchase Dividend Rate (defined below) (reduced by (but not below zero) all such dividends
paid to holders of Preferred Stock) divided by (b) (1) the aggregate purchase price of Buyer pursuant to the Purchase Agreement plus (2)
any additional capital contributed to Buyer by the Company. In no event will the holders of Preferred Stock be permitted to acquire more
than 49% of the total shares of Buyer Units outstanding at any time (the “Ownership Cap”) without the approval of a majority
of the Disinterested Directors. To the extent the holders of Preferred Stock have the right to exchange their Preferred Stock and have
delivered a notice requesting such exchange, but are prohibited from completing all or any portion of the exchange due to the Ownership
Cap, the Company has agreed to repurchase the excess portion of shares of Preferred Stock requested to be exchanged on the same terms
as provided for a mandatory repurchase.
Call Option
During the period between 60 and 90 days following the end of each of the first seven fiscal years following the Original Issue Date beginning
with the fiscal year ending December 31, 2026 or as may be mutually agreed by the Company and holders representing the majority of the
Preferred Stock then-outstanding, the Company shall have the right, but not the obligation, to repurchase the Preferred Stock in one or
more full tranches (the “Call Option”). The repurchase price for each share of Preferred Stock shall be equal to the greater
of (i) (a) the original issue price of the Preferred Stock plus (b) interest, compounded daily, at a rate of 4% per annum and (ii) (a)
1.5 times the book value of Buyer (excluding non-controlling interests and good will and purchase-related intangibles attributable to
the completion of the Transaction) multiplied by (b) the corresponding ownership percentage of Buyer represented by such share of Preferred
Stock (on an as-exchanged basis).
Mandatory Repurchase
The Company shall offer to repurchase all of the
outstanding shares of Preferred Stock upon the occurrence of any of the following:
| · | a change of control or re-organization of the
Company or Buyer (or any subsidiary of the Company or Buyer that holds a majority of the assets or business of the Company or Buyer),
excluding any transactions resulting in the Company or Buyer (or such subsidiary) being majority owned or controlled by PSH or its affiliates; |
| · | a sale of all or substantially all of the assets
or business of the Company and its subsidiaries or Buyer, excluding any sales or disposals to PSH or its affiliates; or |
| · | material breach of the Certificate of Designations,
the SA or the RRA (defined below), subject to a customary cure period. |
The repurchase price for each share of Preferred
Stock shall be cash consideration in an amount equal to the greater of (1) the amount that such holder of Preferred Stock would have
been entitled to receive under the Call Option and (2) if the event triggering the mandatory repurchase offer is a direct or indirect
transfer of equity in Buyer, the amount that such holder would have received in such transaction if it had exchanged its Preferred Stock
into Buyer Units.
If not all shares of Preferred Stock are repurchased
in full when required (the “Repurchase Date”), then beginning on the Repurchase Date and continuing until such shares are
fully repurchased and the aggregate repurchase price is paid in full, the unpurchased shares of Preferred Stock (1) shall remain
outstanding and continue to have the same rights, preferences and privileges specified in the Certificate of Designations and (2) shall
bear a dividend of 10% of the original issue price of the Preferred Stock per annum (the “Defaulted Repurchase Dividend Rate”),
to the extent permitted under applicable law. During such time, the Company (i) is not permitted to declare or pay any distributions,
dividends, redemptions or otherwise make funds available in respect of securities that rank pari passu or junior to the Preferred
Stock, and (ii) is required to use commercially reasonable efforts to generate sufficient funds to repurchase the remaining shares
of Preferred Stock in full, to the extent permitted under applicable law.
Protective Provisions
In the event of a proposed issuance of additional
equity interests of Buyer, subject to certain customary exceptions, the holders of Preferred Stock shall have the right (but not the obligation)
to purchase additional shares of Preferred Stock to participate on a pro rata basis. A majority of Preferred Stock holders must consent
to any issuance of additional Preferred Stock, issuance of additional shares of the Company or of Buyer having rights, preferences or
privileges senior to the Preferred Stock or to the Buyer Units, respectively, and issuance of any equity securities of Buyer (including
any instruments convertible into equity), any alterations of the powers, preferences or special rights of the Preferred Stock material
or adverse to the rights or preferences of the Preferred Stock, or any amendments to the Company’s certificate of incorporation
or any other constitutive document of the Company reasonably expected to materially or adversely affect any holder of Preferred Stock.
Registration Rights Agreement
Pursuant to the SA, the Company, PSH and Buyer
have entered into a Registration Rights Agreement (“RRA”).
Pursuant to the RRA, Buyer has agreed to provide
PSH and certain other affiliates of PSH with demand rights and customary piggyback registration rights. The demand rights under the RRA
require Buyer, upon request and subject to limited exceptions, to conduct an initial public offering or a direct listing of the Buyer
Units concurrently with the exchange by PSH or its affiliates of the Preferred Stock for Buyer Units under the terms of the Certificate
of Designations. The RRA also requires the Company to file certain shelf registration statements, upon request, to register for resale
all or a part of the Buyer Units owned by PSH and such affiliates. In addition, the Registration Rights Agreement contains customary indemnification
provisions.
The foregoing descriptions of the Purchase Agreement, the SA, the Certificate of Designations and the RRA do not purport to be complete
and are qualified in their entirety by reference to the full text of such documents, copies of which are included as exhibits to this
Current Report on Form 8-K or the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2025 in connection with
the signing of the Purchase Agreement (the “Signing 8-K”) and are incorporated herein by reference.
Investment Management Agreements
Upon consummation of the Vantage Transaction,
on the Closing Date, Pershing Square Capital Management, L.P. (“PSCM”) entered into investment management agreements (with
each of Vantage Risk Specialty Insurance Company, Vantage Risk Assurance Company, Vantage Risk Ltd. and Vantage, pursuant to which PSCM
will act as investment manager of each company’s general account and other investment portfolios. As long as the Services Agreement,
dated May 5, 2025, between the Company and PSCM remains in effect, none of the such companies will pay any additional investment management
or advisory fees under the PSCM investment management agreements.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this
Current Report on Form 8-K is incorporated herein by reference.
Item 3.02. Unregistered Sales of Equity Securities.
The information set forth in Item 1.01 of this
Current Report on Form 8-K with respect to the Preferred Stock is incorporated into this Item 3.02 by reference.
The Preferred Stock has not been and will not
be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state
or other jurisdiction, and were offered in reliance upon the exemption from registration afforded by Section 4(a)(2) under the
Securities Act and/or Regulation D promulgated thereunder and, as applicable, corresponding provisions of state securities laws, which
exempt transactions by an issuer not involving any public offering.
Item 3.03. Material Modification to Rights of Security Holders.
The information set forth in Item 1.01 of this
Current Report on Form 8-K with respect to the Preferred Stock is incorporated into this Item 3.03 by reference.
Item 7.01. Regulation FD Disclosure.
On the Closing Date, the Company issued a press
release announcing the closing of the transactions described in this Current Report on Form 8-K. A copy of the press release is furnished
as Exhibit 99.1 hereto and incorporated by reference into this Item 7.01.
The information contained in this Item 7.01, including
Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange
Act of 1934, as amended, or otherwise subject to the liabilities of that section. The information contained in this Item 7.01 and Exhibit 99.1
shall not be incorporated by reference into any filing under the Securities Act, or the Securities Exchange Act of 1934, as amended, except
as expressly set forth by specific reference in any such filing.
Item 9.01. Financial Statements and Exhibits.
The financial statements of the business acquired
required by Item 9.01(a) and the pro forma financial information required by Item 9.01(b) will be filed by an amendment to this
Current Report on Form 8-K not later than 71 calendar days after the date this Current Report on Form 8-K is required to be
filed.
(d). Exhibits
| Exhibit No. |
Description |
| 2.1* |
Purchase and Sale Agreement, dated as of December 17, 2025, incorporated by reference to Exhibit 10.1 to the Signing 8-K. |
| 3.1 |
Certificate of Designations of the Preferred Stock, filed with the Secretary of State of the State of Delaware on June 4, 2026. |
| 10.1 |
Subscription Agreement, dated as of June 4, 2026, by and between the Company, PSH and Buyer. |
| 10.2 |
Registration Rights Agreement, dated as of June 4, 2026, by and between the Company, PSH and Buyer, incorporated by reference to Annex D to the Subscription Agreement included in Exhibit 10.1 herein. |
| 99.1 |
Press Release, dated June 4, 2026. |
| 104 |
Cover Page Interactive Data File, formatted in Inline XBRL. |
*This filing excludes schedules, annexes and exhibits
pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon request by the
SEC.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned
hereunto duly authorized.
| |
HOWARD HUGHES HOLDINGS INC. |
| |
|
| |
|
| |
By: |
/s/ David O’Reilly |
| |
Name: David O’Reilly |
| |
Title: Chief Executive Officer |
Date: June 5, 2026
Exhibit 99.1
Howard Hughes Holdings Announces
Closing of Vantage Group Holdings Acquisition
Vantage Acquisition Anchors
HHH’s Transformation into a Diversified Holding Company
Vantage’s Diversified
Specialty Insurance Platform Delivers Lower Risk and Superior Return Potential
Pershing Square to Manage
Vantage’s Investment Portfolio on a Fee-Free Basis
THE WOODLANDS, Texas, June
4, 2026 (GLOBE NEWSWIRE) -- Howard Hughes Holdings Inc. (NYSE: HHH) (“Howard Hughes,” “HHH,” or the “Company”)
today announced the successful closing of the previously announced acquisition by Howard Hughes Insurance Holdings, LLC, a wholly-owned
subsidiary of HHH (“Buyer”), of Vantage Group Holdings Ltd. (“Vantage”), a leading specialty insurance and reinsurance
company backed by Carlyle and Hellman & Friedman, for approximately $2.1 billion (the “Transaction”). The completion of
the Transaction will anchor Howard Hughes’ transformation into a diversified holding company.
Founded in 2020, Vantage has
scaled into a next-generation leading specialty insurer and reinsurer, offering a diversified portfolio of global P&C products supported
by modern infrastructure and advanced analytics.
“Vantage will now become
the cornerstone of Howard Hughes’ transformation into a diversified holding company,” said Bill Ackman, Executive Chairman
of Howard Hughes. “The combination of Vantage’s exceptional specialty insurance and reinsurance platform with Pershing Square’s
investment capabilities creates a powerful foundation from which we will seek to build a large, highly profitable insurance company and
an enduring source of long-term value creation for Howard Hughes and its shareholders.”
“The closing today is
the beginning of Vantage’s next chapter as part of Howard Hughes,” said Greg Hendrick, CEO of Vantage. “HHH’s
permanent capital and long-term horizon give us the foundation to invest in the business through cycles, with our team, underwriting discipline,
and commitment to brokers and clients unchanged. We’re proud of what we’ve built and ready to deliver greater value to brokers
and clients, and to HHH shareholders, over time.”
“We are pleased to begin
this next phase in the evolution of Howard Hughes as we work to run a profitable insurance operation and manage Vantage’s assets
to generate highly attractive long-term rates of return,” said Ryan Israel, Chief Investment Officer of Howard Hughes Holdings.
“We believe Vantage will generate high returns on equity for Howard Hughes shareholders for decades to come.”
Strategic Benefits of the
Transaction:
The addition of a higher-return,
faster-growing insurance operation accelerates HHH’s overall growth profile and increases and diversifies HHH’s sources of
long-term value.
HHH’s holding-company
ownership of Vantage provides long-term capital support which will materially strengthen Vantage’s credit profile and underwriting
flexibility. An emphasis on underwriting profitability—driven by disciplined risk selection, pricing, and portfolio optimization
rather than growth—will improve Vantage’s ability to effectively navigate the insurance cycle and optimize asset allocation
over time.
Pershing Square will manage
Vantage’s assets on a fee-free basis, enhancing investment returns and furthering alignment with policyholders and shareholders.
No additional investment management or advisory fees will be paid to Pershing Square in connection with its role as investment manager
of Vantage’s assets. Over time, Vantage’s investment portfolio will be directly invested in cash, short-term Treasurys, and
a portfolio of common stocks subject to rating agency and regulatory considerations.
The Transaction was financed
through HHH’s cash on hand and $1 billion of non-voting exchangeable perpetual preferred stock issued by HHH to Pershing Square
Holdings, Ltd. (LN:PSH) (the “HHH Preferred”). The HHH Preferred will rank pari passu with common stock of HHH, including
with respect to payment rights and liquidation. During the repurchase window at the end of each of the first seven years following the
closing of the Transaction, HHH will have the right to repurchase the HHH Preferred for a cash repurchase price equal to the greater of
(a) the original issue price of the HHH Preferred plus 4% per annum (compounded daily) through the repurchase date or (b) 1.5 times
Buyer’s book value (excluding certain non-controlling interests and purchase-related intangibles and goodwill attributable to the
Transaction), multiplied by the corresponding ownership percentage of Buyer represented by such share of the HHH Preferred (on
an as exchanged basis). In the event any shares of HHH Preferred Stock remain outstanding after such seven year period, PSH may elect
to exchange the HHH Preferred into common units of Buyer and will be entitled to customary registration rights with respect to the common
units
Advisors
Jefferies LLC acted as exclusive
financial advisor to HHH, and Latham & Watkins LLP acted as legal counsel to HHH for the Transaction. Oliver Wyman acted as the Company’s
actuarial advisor. Jones Day acted as legal counsel to the committee of the Board for the equity financing.
J.P. Morgan Securities LLC
acted as exclusive financial advisor to Vantage. Debevoise & Plimpton LLP acted as legal counsel to Carlyle and Hellman & Friedman.
About Howard Hughes Holdings
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 the Greater Houston, Texas area; Summerlin® in Las Vegas;
Teravalis™ in the Greater Phoenix, Arizona area; Ward Village® in Honolulu, Hawaii; 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.
About Vantage Group Holdings
Vantage Group Holdings Ltd.
(Vantage) was established in late 2020 as a re/insurance partner designed for the future. Driven by relentless curiosity, the Vantage
team of trusted experts provides a fresh perspective on clients’ risks and adds creativity to tech-enabled efficiency and robust
analytics to address risks others avoid. Vantage is a subsidiary of Howard Hughes Holdings Inc. Additional information about Vantage can
be found at www.vantagerisk.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
John Flannery
Vantage Risk
john.flannery@vantagerisk.com
203-918-7151
Investor Relations:
investorrelations@howardhughes.com
281-929-7700