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Pershing Square discloses Howard Hughes (NYSE: HHH) stake details

Filing Impact
(Neutral)
Filing Sentiment
(Neutral)
Form Type
3

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. received an initial insider ownership report from Pershing Square–related entities. The Form 3 lists indirect holdings of Common Stock, including 59,393,938 shares, 9,000,000 shares, 341,033 shares and 18,511,031 shares, all reported as indirectly owned through various Pershing Square–affiliated funds and entities.

A Services Agreement dated May 5, 2025 entitles Pershing Square Capital Management, L.P. to a fee tied to increases in the price of 59,393,938 "Reference Securities" above $66.1453 per share, which may be deemed a performance-related fee and therefore beneficial ownership of those shares. The reporting parties, including William A. Ackman, generally disclaim beneficial ownership except to the extent of any pecuniary interest. Ackman and Ryan Israel serve as directors of Howard Hughes by deputization on behalf of the Pershing Square funds.

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Insider Pershing Square Capital Management, L.P., Pershing Square HHH Holdings, LLC, PERSHING SQUARE INC., Pershing Square Partner Group LLC, Pershing Square Management, LLC, ACKMAN WILLIAM A
Role Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
Type Security Shares Price Value
holding Common Stock, par value $0.01 per share -- -- --
holding Common Stock, par value $0.01 per share -- -- --
holding Common Stock, par value $0.01 per share -- -- --
holding Common Stock, par value $0.01 per share -- -- --
Holdings After Transaction: Common Stock, par value $0.01 per share — 87,246,002 shares (Indirect, See footnotes)
Footnotes (10)
  1. F1. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 3 is being filed jointly by Pershing Square HHH Holdings, LLC, a Nevada limited liability company ("HHH Holdings"), Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), Pershing Square Partner Group, LLC, a Delaware limited liability company ("PSPG"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities of the Issuer reported on this Form 3 (the "Subject Securities").
  2. F2. PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds") and PS Redemption, L.P., a Delaware limited partnership ("RedemptionCo").
  3. F3. These Subject Securities are held by the Pershing Square Affiliated Funds.
  4. F4. These Subject Securities are held by RedemptionCo.
  5. F5. These Subject Securities are held by HHH Holdings.
  6. F6. ManagementCo holds majority voting power over PS Inc. (including in its capacity as the managing member of PSPG). PS Inc. is the indirect parent company, and PSCM is the direct parent company, of HHH Holdings. ManagementCo, PSPG, PS Inc. and PSCM may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
  7. F7. (Continued from Footnote 6) ManagementCo is governed by its members, consisting of Mr. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro and Halit Coussin (collectively, the "ManagementCo Members"). Mr. Ackman owns 24.9% of the voting interests of ManagementCo, with Mr. Israel, Mr. Hakim, Mr. Gonnella, Mr. Massaro and Ms. Coussin each owning the remainder of the voting interests equally (approximately 15% each), and the approval of a majority of the voting interests is generally required to approve any action of ManagementCo.
  8. F8. (Continued from Footnote 7) By virtue of Mr. Ackman's position as, among other positions, the Chief Executive Officer of PSCM, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons and the ManagementCo Members disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
  9. F9. These Subject Securities are not held by the Reporting Persons. However, pursuant to a Services Agreement, dated May 5, 2025, by and between PSCM and the Issuer, PSCM is entitled to a fee for services determined in part by reference to the increase, if any, in the price of a number of shares of Common Stock of the Issuer (the "Reference Securities") above $66.1453 per share, as described in greater detail in Howard Hughes Holding Inc.'s Form 8-K filed on May 6, 2025. Pursuant to Rule 16a-1(a) under the Exchange Act, PSCM's interest under the Services Agreement may be deemed to be a performance-related fee with respect to, and therefore beneficial ownership of, the Reference Securities. As of the date of this Form 3, the number of Reference Securities is 59,393,938. As with the other Subject Securities, each of the Reporting Persons disclaims any beneficial ownership of the Reference Securities, except to the extent of any pecuniary interest therein.
  10. F10. Mr. Ackman and Mr. Israel, each a member of the board of directors of the Issuer, were appointed to or elected to that board as representatives of the Reporting Persons, the Pershing Square Affiliated Funds and RedemptionCo. As a result, each of those persons is a director by deputization for purposes of Section 16 of the Exchange Act.
Indirect holding block 59,393,938 shares Total number of Reference Securities as of Form 3 date
Indirect holding block 9,000,000 shares Indirectly held Common Stock, par value $0.01 per share
Indirect holding block 341,033 shares Indirectly held Common Stock, par value $0.01 per share
Indirect holding block 18,511,031 shares Indirectly held Common Stock, par value $0.01 per share
Reference price $66.1453 per share Threshold price for fee on 59,393,938 Reference Securities
beneficially own financial
"may be deemed to beneficially own the securities of the Issuer reported on this Form 3"
Beneficially own means having the economic rights and risks of a security—such as the right to receive dividends, sell the shares, or profit from price changes—whether or not your name appears on the official share register. Think of it like renting a car: you use it and reap the benefits even if the title lists someone else. Investors care because beneficial ownership determines who truly controls value, must be disclosed under securities rules, and can signal potential influence or trading activity that affects a stock’s price.
Subject Securities financial
"may be deemed to beneficially own the securities of the Issuer reported on this Form 3 (the "Subject Securities")"
Pershing Square Affiliated Funds financial
"together with PSLP and PSI, the "Pershing Square Affiliated Funds""
Services Agreement financial
"pursuant to a Services Agreement, dated May 5, 2025, by and between PSCM and the Issuer"
director by deputization financial
"each of those persons is a director by deputization for purposes of Section 16 of the Exchange Act"

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FAQ

What does Pershing Square report in its Form 3 for Howard Hughes (HHH)?
Pershing Square–related entities report indirect beneficial ownership of multiple blocks of Howard Hughes Common Stock. The filing lists several indirect holdings and clarifies that securities are held through Pershing Square–affiliated funds and entities, with beneficial ownership generally disclaimed except for any pecuniary interest.

How many Howard Hughes (HHH) shares are referenced in Pershing Square’s fee arrangement?
The filing states that 59,393,938 shares are "Reference Securities" under a Services Agreement. Pershing Square Capital Management may receive a performance-related fee based on increases in the price of these shares above $66.1453 per share, which can be deemed beneficial ownership for Section 16 purposes.

Are there buy or sell transactions reported for Howard Hughes (HHH) in this Form 3?
No specific buy or sell transactions are reported; the entries are holdings-only. The Form 3 establishes Pershing Square’s and related entities’ indirect beneficial ownership positions in Howard Hughes Common Stock as of the reporting date, rather than documenting new purchases or sales.

How is William A. Ackman connected to Howard Hughes (HHH) in this filing?
William A. Ackman is identified as part of the reporting group and a member governing Pershing Square Management, LLC. The filing notes that he serves on Howard Hughes’ board, and is deemed a director by deputization representing the Pershing Square funds and related entities.

What is the $66.1453 per share threshold mentioned for Howard Hughes (HHH)?
The $66.1453 per share figure is the reference price in the Services Agreement between Pershing Square Capital Management and Howard Hughes. PSCM’s fee is determined in part by any increase in the price of 59,393,938 Reference Securities above that level, creating a performance-related interest.
SEC Form 3
FORM 3UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0104
Estimated average burden
hours per response:0.5
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Date of Event Requiring Statement (Month/Day/Year)
04/27/2026		3. Issuer Name and Ticker or Trading Symbol
Howard Hughes Holdings Inc. [ HHH ]
3a. Foreign Trading Symbol
5. If Amendment, Date of Original Filed (Month/Day/Year)
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share18,511,031ISee footnotes(1)(2)(3)(6)(7)(8)(10)
Common Stock, par value $0.01 per share341,033ISee footnotes(1)(2)(4)(6)(7)(8)(10)
Common Stock, par value $0.01 per share9,000,000ISee footnotes(1)(5)(6)(7)(8)(10)
Common Stock, par value $0.01 per share59,393,938ISee footnotes(1)(6)(7)(8)(9)(10)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year)3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Pershing Square HHH Holdings, LLC
(Last)(First)(Middle)
787 - 11TH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
PERSHING SQUARE INC.
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Pershing Square Partner Group LLC
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
Pershing Square Management, LLC
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
1. Name and Address of Reporting Person*
ACKMAN WILLIAM A
(Last)(First)(Middle)
787 ELEVENTH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)
Relationship of Reporting Person(s) to Issuer
XDirectorX10% Owner
Officer (give title below)Other (specify below)
Explanation of Responses:
1. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 3 is being filed jointly by Pershing Square HHH Holdings, LLC, a Nevada limited liability company ("HHH Holdings"), Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), Pershing Square Partner Group, LLC, a Delaware limited liability company ("PSPG"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities of the Issuer reported on this Form 3 (the "Subject Securities").
2. PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds") and PS Redemption, L.P., a Delaware limited partnership ("RedemptionCo").
3. These Subject Securities are held by the Pershing Square Affiliated Funds.
4. These Subject Securities are held by RedemptionCo.
5. These Subject Securities are held by HHH Holdings.
6. ManagementCo holds majority voting power over PS Inc. (including in its capacity as the managing member of PSPG). PS Inc. is the indirect parent company, and PSCM is the direct parent company, of HHH Holdings. ManagementCo, PSPG, PS Inc. and PSCM may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act").
7. (Continued from Footnote 6) ManagementCo is governed by its members, consisting of Mr. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro and Halit Coussin (collectively, the "ManagementCo Members"). Mr. Ackman owns 24.9% of the voting interests of ManagementCo, with Mr. Israel, Mr. Hakim, Mr. Gonnella, Mr. Massaro and Ms. Coussin each owning the remainder of the voting interests equally (approximately 15% each), and the approval of a majority of the voting interests is generally required to approve any action of ManagementCo.
8. (Continued from Footnote 7) By virtue of Mr. Ackman's position as, among other positions, the Chief Executive Officer of PSCM, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons and the ManagementCo Members disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
9. These Subject Securities are not held by the Reporting Persons. However, pursuant to a Services Agreement, dated May 5, 2025, by and between PSCM and the Issuer, PSCM is entitled to a fee for services determined in part by reference to the increase, if any, in the price of a number of shares of Common Stock of the Issuer (the "Reference Securities") above $66.1453 per share, as described in greater detail in Howard Hughes Holding Inc.'s Form 8-K filed on May 6, 2025. Pursuant to Rule 16a-1(a) under the Exchange Act, PSCM's interest under the Services Agreement may be deemed to be a performance-related fee with respect to, and therefore beneficial ownership of, the Reference Securities. As of the date of this Form 3, the number of Reference Securities is 59,393,938. As with the other Subject Securities, each of the Reporting Persons disclaims any beneficial ownership of the Reference Securities, except to the extent of any pecuniary interest therein.
10. Mr. Ackman and Mr. Israel, each a member of the board of directors of the Issuer, were appointed to or elected to that board as representatives of the Reporting Persons, the Pershing Square Affiliated Funds and RedemptionCo. As a result, each of those persons is a director by deputization for purposes of Section 16 of the Exchange Act.
Remarks:
This Form 3 is being filed jointly pursuant to Rule 16a-3(j) under the Exchange Act to update the names of the Reporting Persons after giving effect to the completion of a recent reorganization of PSCM's ownership structure (the "Reorganization"). Following completion of the Reorganization, HHH Holdings and PSPG may be deemed to have the shared power to vote or direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Securities, and, therefore, may be deemed to be beneficial owners of the Subject Securities. PSCM, PS Inc. (f/k/a Pershing Square Holdco, L.P.), ManagementCo and Mr. Ackman have previously reported beneficial ownership of the Subject Securities on Forms 3 and 4.
PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: /s/ William A. Ackman, Authorized Signatory05/07/2026
PERSHING SQUARE HHH HOLDINGS, LLC, By: /s/ William A. Ackman, Authorized Signatory05/07/2026
PERSHING SQUARE INC., By: /s/ William A. Ackman, Chief Executive Officer and Chairman of the Board05/07/2026
PERSHING SQUARE PARTNER GROUP, LLC, By: PERSHING SQUARE MANAGEMENT, LLC, its Managing Member, By: /s/ William A. Ackman, Member and Chief Executive Officer05/07/2026
PERSHING SQUARE MANAGEMENT, LLC, By: /s/ William A. Ackman, Member and Chief Executive Officer05/07/2026
/s/ William A. Ackman05/07/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

Source: View Original Filing on SEC EDGAR