Grandisson buys $10,000,000 in HHH warrants, joins board (NYSE: HHH)
Rhea-AI Filing Summary
Howard Hughes Holdings Inc. appointed former Arch Capital CEO Marc Grandisson to its Board of Directors, effective May 7, 2026. In connection with his appointment, he is investing $10,000,000 in a non-brokered private placement of warrants to acquire 1,131,273 shares of Howard Hughes common stock at an exercise price of $100 per share.
The warrants become exercisable on April 20, 2030, expire on April 20, 2031, and are subject to transfer restrictions until April 20, 2030. Director Ben Hakim will resign effective May 7, 2026, and Grandisson will fill his Board seat under an existing shareholder agreement with Pershing Square. The company entered into standard and supplemental indemnification agreements with Grandisson and issued a press release announcing his Board appointment and warrant purchase.
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Insights
Howard Hughes adds an experienced insurance leader to its board, paired with a sizable warrant investment that aligns his incentives with shareholders.
The company is adding Marc Grandisson, former CEO of Arch Capital Group, to its Board as Pershing Square’s designee, replacing director Ben Hakim. His background in specialty insurance and reinsurance aligns with Howard Hughes’ planned acquisition of Vantage Group Holdings, which will add an insurance platform as a core subsidiary.
Grandisson is purchasing warrants on 1,131,273 shares of common stock for a $10,000,000 cash investment, at a $100 per-share exercise price, in a non-brokered private placement. The five-year warrants, exercisable from April 20, 2030 to April 20, 2031, include transfer restrictions until April 20, 2030, reinforcing a long-term orientation. The warrants were issued under Section 4(a)(2) and Regulation D exemptions to an accredited investor.
8-K Event Classification
Key Figures
Key Terms
warrant agreement financial
non-brokered private placement financial
accredited investor regulatory
Indemnification Agreement regulatory
Section 4(a)(2) regulatory
Regulation D regulatory
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On April 20, 2026, Howard Hughes Holdings Inc. (the “Company”) entered into a warrant agreement with Mr. Grandisson, pursuant to which Mr. Grandisson agreed to purchase warrants (the “Warrants”) to acquire 1,131,273 shares of the Company’s common stock, par value $0.01 per share, at an exercise price equal to $100 per share, in a non-brokered private placement. Mr. Grandisson paid a purchase price of $10,000,000 for the Warrants, which become exercisable on April 20, 2030 and expire on April 20, 2031. The Warrants are subject to certain transfer restrictions until April 20, 2030. The foregoing descriptions of the Warrants do not purport to be complete and are qualified in their entirety by the full text of the Warrants, a form of which is filed as Exhibit 4.1, to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 1.01.
| Item 3.02 | Unregistered Sales of Equity Securities. |
The information contained in Item 1.01 of this Current Report on Form 8-K with respect to the Warrants is incorporated into this Item 3.02 by reference.
The Warrants have 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. Mr. Grandisson is an “accredited investor” as such term is defined in Regulation D promulgated under the Securities Act.
| Item 5.02 | Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. |
On April 17, 2026, Ben Hakim, a member of the Board of Directors (the “Board”) of the Company, informed the Company of his decision to resign as a director of the Company, effective May 7, 2026. Mr. Hakim’s decision to resign was not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.
Pursuant to the Shareholder Agreement (the “Shareholder Agreement”), dated May 5, 2025, by and between the Company, Pershing Square Holdco, L.P. (“PS Holdco”) and Pershing Square Capital Management, L.P., PS Holdco has designated Marc Grandisson to fill the vacancy on the Board resulting from Mr. Hakim’s resignation. On April 19, 2026, in connection with Mr. Hakim’s resignation and PS Holdco’s designation of Mr. Grandisson, the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Grandisson as a member of the Board effective as of the date and time of Mr. Hakim’s resignation.
In connection with his appointment, Mr. Grandisson and the Company have entered into (i) the Company’s standard form of indemnification agreement (the “Indemnification Agreement”), which provides for indemnification of an indemnitee to the fullest extent permitted by law and (ii) an indemnification agreement (the “Supplemental Indemnification Agreement”) pursuant to which the Company has agreed to indemnify Mr. Grandisson against certain claims related to his prior employment. The foregoing descriptions of the Indemnification Agreement and Supplemental Indemnification Agreement do not purport to be complete and are qualified in their entirety by the full text of the Indemnification Agreement, a form of which was filed with the Securities and Exchange Commission on November 12, 2010 as Exhibit 10.7, and the Supplemental Indemnification Agreement, a copy of which is filed as Exhibit 4.2, to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 5.02.
Other than as disclosed herein, Mr. Grandisson is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
| Item 8.01 | Other Events. |
On April 20, 2026, the Company issued a press release announcing Mr. Grandisson’s appointment to the Board and his purchase of the Warrants. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits:
| Exhibit Number |
Description | |
| 4.1 | Form of Warrant Agreement, by and between the Company and Marc Grandisson, dated April 20, 2026. | |
| 4.2 | Supplemental Indemnification Agreement, by and between the Company and Marc Grandisson, dated April 20, 2026. | |
| 99.1 | Press Release, dated April 20, 2026. | |
| 104 | Cover Page Interactive Data File (the cover page XBRL tags are embedded within the inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| HOWARD HUGHES HOLDINGS INC. | ||
| By: | /s/ Joseph Valane | |
| Joseph Valane | ||
| General Counsel and Secretary | ||
Date: April 21, 2026
Exhibit 99.1
Howard Hughes Holdings Appoints Former
Arch Capital CEO Marc Grandisson to Company’s Board of Directors
Grandisson to Purchase 1,131,273 Five-Year Warrants with $100 Strike Price
THE WOODLANDS, Texas - (April 20, 2026) – Howard Hughes Holdings Inc. (NYSE: HHH) (“the Company” or “Howard Hughes”) today announced the appointment of Marc Grandisson to its Board of Directors, effective May 7, 2026.
Mr. Grandisson is the former CEO of Arch Capital Group Ltd. (NASDAQ: ACGL), a global specialty insurance, reinsurance, and mortgage insurance company. He served as CEO from 2018 until his retirement in 2024, having been an integral member of Arch's founding team since 2001. Under his leadership, Arch grew into one of the most respected and profitable insurance companies in the world.
“Marc is considered one of the greatest insurance company CEOs of his generation, known for his expertise in cycle management and driving long-term profitability and diversified growth,” said HHH Executive Chairman Bill Ackman. “Under Marc’s leadership, first as President of Arch and then as CEO, Arch established itself as one of the world's preeminent specialty insurers and reinsurers. During his nearly seven-year tenure as CEO, Arch delivered a total shareholder return of 298%, or 23.2% per annum, compared to 144% and 14.4% for the S&P Insurance Index over the same period.1 Marc’s early career included foundational experience working with extraordinary insurance executives including Ajit Jain from Berkshire Hathaway and Paul Ingrey at F&G Re. We will greatly benefit from Marc’s extraordinary experience and wise counsel.”
Mr. Grandisson’s appointment comes at a pivotal moment for Howard Hughes as the Company is expected to close this quarter on its acquisition of Vantage Group Holdings, a leading specialty insurance and reinsurance company, which will serve as the cornerstone of HHH’s evolution into a diversified holding company.
1 Share price return figures are measured from March 2, 2018 (the last trading day prior to Mr. Grandisson’s promotion as CEO of Arch on March 3, 2018) to October 11, 2024 (the last trading day prior to the announcement of Mr. Grandisson’s retirement from Arch on October 14, 2024).
“Howard Hughes is at an important inflection point in its history, and I am honored to join the board to help the company achieve its long-term strategic vision,” said Marc Grandisson. “I look forward to working alongside my fellow directors to help build a great company and to create long-term value for shareholders.”
In connection with his appointment, Mr. Grandisson is investing $10 million to purchase, for fair market value, warrants on 1,131,273 shares of Howard Hughes common stock with a strike price of $100 per share and a term of five years. The warrants cannot be sold, transferred, or hedged for four years.
Mr. Grandisson will join the HHH board as one of Pershing Square’s appointees, replacing Ben Hakim. Mr. Grandisson will join Pershing Square as a partner in March 2027, at which time he will receive a one-time grant of 400,000 shares of Pershing Square Inc. (“PS”) restricted stock units which will vest over four years. PS is the prospective parent company of Pershing Square Capital Management, L.P. (“PSCM”).
About Marc Grandisson
Marc Grandisson is the former CEO of Arch Capital Group Ltd. (NASDAQ: ACGL), which he joined in 2001 and became CEO in March 2018. Born and raised in Quebec, Canada, he earned an undergraduate degree in Actuarial Science from Université Laval in 1990 and an MBA from the Wharton School of the University of Pennsylvania in 2000. He is a Fellow of the Casualty Actuarial Society and a member of the American Academy of Actuaries and served as Chairman of ABIR (the Association of Bermuda Insurers and Reinsurers) from 2021-22. Prior to ACGL, he worked for Berkshire Hathaway, F&G Re, and Towers Watson. Mr. Grandisson is a minority investor in the NHL’s Carolina Hurricanes and the NBA’s Portland Trail Blazers.
About Howard Hughes Holdings Inc.
Howard Hughes Holdings Inc. (NYSE: HHH) is a diversified holding company. HHH’s real estate subsidiary, Howard Hughes Communities, owns, manages, and develops one of the nation's preeminent portfolios of master planned communities and mixed-use assets, including Summerlin® in Las Vegas, The Woodlands® and Bridgeland® in Greater Houston, Ward Village® in Honolulu, and Teravalis™ in Greater Phoenix. With the acquisition of Vantage Group Holdings, HHH will add a leading specialty insurance and reinsurance platform as its second core operating subsidiary.
For additional information visit www.howardhughes.com.
About Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P., based in New York City, is a SEC-registered investment advisor to permanent capital vehicles with approximately $31 billion of assets under management.
About Pershing Square Inc.
Pershing Square Inc., an alternative investment management company, is the prospective parent company of PSCM that will result from the statutory conversion of Pershing Square Holdco, L.P., the current parent company of PSCM, from a Delaware limited partnership to a Nevada corporation prior to the effectiveness of the Registration Statements.
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.
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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
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