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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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): October 20, 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 77380
(Address of principal executive offices)
Registrant’s telephone number, including
area code: (281) 719-6100
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class: |
|
Trading Symbol(s) |
|
Name of each
exchange on which registered: |
| Common stock $0.01 par value per share |
|
HHH |
|
New York Stock Exchange |
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 (17 CFR 230.425) |
| ¨ | Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405 of this chapter) or Rule 12b-2 of
the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Departure of Chief Accounting Officer
On October 20, 2026, Howard
Hughes Holdings Inc., a Delaware corporation (the “Company”), and Elena Verbinskaya, the Company’s Chief Accounting
Officer and principal accounting officer, mutually agreed that her employment with the Company will terminate effective March 5, 2027
(the “Termination Date”). Ms. Verbinskaya will continue to serve as the Company’s Chief Accounting Officer and principal
accounting officer through the Termination Date to support an orderly transition, including the preparation and filing of the Company’s
Annual Report on Form 10-K for the fiscal year ending December 31, 2026.
Ms. Verbinskaya’s departure is not the result of any disagreement
with the Company on any matter relating to the Company’s operations, policies or practices, including its accounting principles
or practices, financial statement disclosure or internal control over financial reporting.
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 |
| |
| Chief Legal Officer & Secretary |
Date: October 23, 2026