Every 8-K that Howard Hughes Holdings Inc. (HHH) has filed with the SEC in the last 24 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 8-K covers material events a company has to report between its quarterly reports, so if you follow HHH and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full HHH filings page.
Howard Hughes Holdings Inc. updated the scheduling details for its 2026 Annual Meeting of Stockholders. The meeting will now be held on Wednesday, September 30, 2026, with the close of business on Monday, August 17, 2026 set as the record date for stockholders entitled to notice of, and to vote at, the meeting and any adjournment or postponement.
The company also announced that the 2026 Shareholder Meeting will begin at 9 a.m. ET at 787 Seventh Avenue in New York City, will be open to the public with advance registration, and may be attended in person or via live webcast. Previously disclosed stockholder proposal and nomination deadlines remain unchanged and no new or extended deadlines are being established.
Howard Hughes Holdings Inc. reported second‑quarter 2026 results and completed the approximately $2.1 billion cash acquisition of Vantage Group Holdings, creating a diversified holding company with two principal platforms: Howard Hughes Communities and Vantage. Net income attributable to common stockholders was $158.4 million, or $2.68 per share, versus a net loss of $12.1 million a year earlier, on revenues of $1.12 billion.
Within real estate, Master Planned Communities generated $134.7 million EBT for the quarter, up 32% from $102.4 million, as 206.7 residential acres sold at an average $1.2 million per acre. Total Operating Assets NOI rose to $70.5 million, including contributions from unconsolidated ventures, while condo closings at The Park Ward Village produced $130.9 million gross profit and $226.6 million of net cash proceeds.
The newly acquired insurance platform contributed stub‑period net earned premiums of $97.2 million, underwriting income of $4.7 million and a combined ratio of 95%. On a historical basis, Vantage wrote $473 million of Q2 gross written premiums with a calendar‑year combined ratio of 101.6%. To support the transaction and Vantage’s capital, Howard Hughes issued $1.0 billion of Series A non‑voting exchangeable perpetual preferred stock to an affiliate of Pershing Square and ended June 30, 2026 with $2,648.0 million of cash and cash equivalents and total assets of $15.9 billion.
Howard Hughes Holdings Inc. announced a leadership transition at its specialty insurance subsidiary Vantage Group Holdings Ltd. Marc Grandisson has been appointed Executive Chairman effective immediately, while David Gansberg has been named CEO-designate, to assume the CEO role once his non-competition obligations end by June 2027.
Current Vantage CEO and co-founder Greg Hendrick will continue to lead the company until the handover, working alongside Grandisson to support a seamless transition. The company highlights Grandisson’s prior tenure as CEO of Arch Capital Group, where Arch generated a 298% total shareholder return, or 23.2% per annum, from 2018 to 2024.
Howard Hughes Holdings Inc., through wholly owned subsidiary Howard Hughes Insurance Holdings, completed its acquisition of Vantage Group Holdings Ltd., a Bermuda-based property, casualty and specialty (re)insurer, acquiring all outstanding shares for $2.1 billion in cash, subject to customary adjustments. The transaction was financed with cash on hand and $1 billion of non-voting preferred equity from Pershing Square Holdings Ltd. This amendment adds Vantage’s historical financial statements and unaudited pro forma combined financial data for Howard Hughes reflecting the Vantage Transaction.
Vantage reported 2025 net earned premiums of $1,035,443 and net income of $201,747 (amounts in thousands of U.S. dollars), up from $797,957 and $100,492 in 2024. Results included $18.8 million of favorable prior-year reserve development and $18.2 million of catastrophe losses. Net cash provided by operating activities was $641,243 (thousands) in 2025. The company notes that the unaudited pro forma figures are illustrative, include numerous adjustments and estimates, and may differ materially and adversely from actual future results.
Howard Hughes Holdings Inc. completed its acquisition of Vantage Group Holdings Ltd. for approximately $2.1 billion in cash, expanding into specialty insurance and reinsurance. The deal was executed through wholly owned subsidiary Howard Hughes Insurance Holdings, LLC after all closing conditions under a December 17, 2025 purchase agreement were met.
The transaction was financed with cash on hand and $1.0 billion of Series A Non-voting Exchangeable Perpetual Preferred Stock issued to Pershing Square Holdings Ltd. This preferred stock ranks pari passu with common stock, has no general voting rights, and can receive dividends tied to cash distributions from Vantage. After seven fiscal years from the original issue date, holders may exchange into common equity interests of the buyer, subject to a 49% ownership cap.
Howard Hughes has a call option during specified windows in each of the first seven fiscal years to repurchase the preferred at the greater of the original issue price plus 4% per annum compounded daily or 1.5 times the buyer’s book value (with certain adjustments). Failure to complete required repurchases triggers a 10% per annum dividend on unpurchased preferred and restricts distributions on pari passu or junior securities. A registration rights agreement grants Pershing Square demand and piggyback rights, including the ability to request an IPO or direct listing of buyer units concurrent with exchange.
Howard Hughes Holdings Inc. reported first quarter 2026 results showing higher revenues and strong performance from its master planned communities, while net income declined year over year. Total revenues rose to $235.9 million from $199.3 million, driven largely by higher land sales and rental revenue.
Net income attributable to common stockholders was $8.2 million, down from $10.5 million, or $0.14 per diluted share versus $0.21 a year earlier, reflecting higher costs, interest expense, and a debt extinguishment loss. Master Planned Communities EBT grew 33% to $84.4 million as residential land sales increased, particularly in Bridgeland.
Total Operating Assets NOI increased to $73.1 million from $71.6 million, supported by leasing momentum in multifamily and office. The company ended March 31, 2026 with $1.8 billion of cash and cash equivalents and $5.8 billion of mortgages, notes, and loans payable, and highlighted progress toward closing its approximately $2.1 billion acquisition of Vantage Group Holdings Ltd. in the second quarter of 2026.
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.
Howard Hughes Holdings Inc. is amending its prior disclosure to move the 2026 Annual Meeting of Stockholders to September 17, 2026, with a new record date of July 22, 2026 for stockholders entitled to notice and voting rights.
The Board shifted the meeting from June to September so directors and management can update stockholders on the Company’s planned acquisition of Vantage Group Holdings Ltd., which is expected to close in the second quarter of 2026. Executive Chairman Bill Ackman, Chief Investment Officer Ryan Israel and CEO David O’Reilly plan to present and hold a Q&A at the New York City meeting.
The Company also set new stockholder proposal deadlines: April 17, 2026 for Rule 14a-8 proposals, June 2–July 2, 2026 for other bylaw proposals and director nominations, and August 1, 2026 for universal proxy Rule 14a-19 notices from stockholders soliciting proxies for alternate director nominees.
Howard Hughes Holdings Inc. plans to hold its 2026 annual meeting of stockholders on June 4, 2026. Stockholders of record at the close of business on April 6, 2026 will be entitled to vote at the meeting.
Stockholder proposals seeking inclusion in the proxy materials under Rule 14a-8 must be received by March 17, 2026. Proposals or director nominations made under the company’s bylaws (outside Rule 14a-8) must also be received by March 17, 2026. Stockholders intending to solicit proxies for their own director nominees under the universal proxy rules must provide Rule 14a-19 notice by April 5, 2026.
Howard Hughes Holdings Inc. reported full-year 2025 net income from continuing operations of $123.8 million, or $2.21 per diluted share, down from $285.2 million, or $5.73, in 2024. Adjusted Operating Cash Flow was $446 million, or $7.97 per diluted share, compared with $535 million, reflecting a lighter year for condo closings.
Master Planned Communities delivered record EBT of $476.1 million, up 36%, driven by 621 residential acres sold, while Total Operating Assets NOI reached a record $276.3 million, up 8%. The company agreed to acquire Vantage Group Holdings for approximately $2.1 billion and highlighted Pershing Square’s $900 million investment as it transitions into a diversified holding company. For 2026, Howard Hughes guides Adjusted Operating Cash Flow of $415–$465 million and condominium sales revenue of $720–$750 million.
Howard Hughes Holdings Inc., through subsidiary The Howard Hughes Corporation, completed a $1 billion private offering of senior notes split between $500 million 5.875% notes due 2032 and $500 million 6.125% notes due 2034. The notes pay interest semiannually starting September 1, 2026 and include optional redemption features, make‑whole provisions, and change‑of‑control repurchase rights.
Substantially concurrently, the company deposited sufficient funds with the trustee to redeem all $750,000,000 5.375% senior notes due 2028, satisfying and discharging that indenture. Net proceeds are intended to fund this redemption, related premiums and expenses, and for general corporate purposes.
Howard Hughes Holdings Inc. reported that its wholly owned subsidiary, The Howard Hughes Corporation, has priced a private offering of $1 billion in senior notes. The debt consists of $500 million of 5.875% senior notes due 2032 and $500 million of 6.125% senior notes due 2034.
The notes are being sold in an unregistered offering exempt from the registration requirements of the Securities Act of 1933. The company emphasized that this communication is not an offer to sell or a solicitation to buy these securities in any jurisdiction where such actions would be unlawful.
Howard Hughes Holdings Inc. announced that its wholly owned subsidiary, The Howard Hughes Corporation, plans a private, unregistered offering of $1 billion in senior notes, split between notes due 2032 and 2034. The company also disclosed that preliminary, unaudited estimated financial results for the fourth quarter and full year ended December 31, 2025 are included in a preliminary offering memorandum excerpted in an exhibit.
On the same day, The Howard Hughes Corporation called for the redemption of $750 million aggregate principal amount of its 5.375% Senior Notes due 2028 on February 19, 2026. Holders will receive 100.896% of principal plus accrued and unpaid interest, or a total of $1,011.6475 per $1,000 principal. The company intends to fund this redemption with proceeds from the new 2032 and 2034 notes.
Howard Hughes Holdings Inc. agreed to acquire Vantage Group Holdings for $2.1 billion in cash, subject to customary adjustments and regulatory approvals, through its insurance subsidiary. To help fund the deal and add capital to Vantage, Pershing Square Holdings committed up to $1.0 billion to purchase newly created Non-Voting Exchangeable Perpetual Preferred Stock of Howard Hughes. The preferred shares are perpetual, non‑voting and can later be exchanged into Vantage common stock under a formula tied to the Vantage purchase price, additional capital contributions and dividends, subject to a 49% ownership cap.
The company can repurchase the preferred in set windows at the greater of a 4% annual step‑up from issue price or a multiple of Vantage’s book value, and must offer to repurchase upon certain events at a price at least as favorable. If required repurchases are not completed, remaining preferred shares accrue a 10% annual dividend and gain additional protections. Pershing Square affiliates are also expected to manage Vantage’s investment portfolios under an agreement requiring regulatory and board approvals.
Howard Hughes Holdings Inc. (HHH) furnished a press release announcing its financial results for the third quarter ended September 30, 2025, under Item 2.02 of Form 8-K. The company also furnished supplemental information for the same period under Item 7.01.
Both documents are attached as Exhibits 99.1 and 99.2 and have been posted on the company’s website at www.howardhughes.com under the Investors tab. The materials are furnished, not filed, under the Exchange Act.
Howard Hughes Holdings, Inc. disclosed results from its annual meeting including shareholder votes on board elections, executive compensation and auditor ratification. Directors named in the report received majority support, with individual director vote totals listed; an advisory vote to approve named executive officer compensation passed with 23,394,881 votes for and 566,168 against. Shareholders ratified the appointment of KPMG LLP as the company’s independent registered public accounting firm for fiscal 2025 by a vote of 27,617,230 for and 83,030 against. The filing includes the interactive XBRL cover page and is signed by General Counsel Joseph Valane.