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[8-K] Howard Hughes Holdings Inc. Reports Material Event

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false 0001981792 0001981792 2025-06-27 2025-06-27 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

 

 

 

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): July 1, 2025 (June 27, 2025)

 

 

 

 

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)

 

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.

 

On June 27, 2025, Beth Kaplan and Steven Shepsman, each a member of the Board of Directors (the “Board”) of Howard Hughes Holdings Inc. (the “Company”), informed the Company that they have decided not to stand for re-election at the Company’s 2025 Annual Meeting of Stockholders.

 

The decisions of Ms. Kaplan and Mr. Shepsman not to stand for re-election were not the result of any disagreement with the Company or its management on any matter relating to the Company’s operations, policies or practices.

 

The Company is conducting a search for qualified candidates to fill the two vacancies that will result from these departures.

 

 

 

 

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: July 1, 2025

 

 

 

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