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Pershing Square reshapes Howard Hughes (NYSE: HHH) stake

Filing Impact
(Very High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. and Pershing Square–related entities reported an internal restructuring of their HHH stake. On April 21, 2026, 341,033 shares of Common Stock were transferred at $65.86 per share in connection with a special redemption, moving shares from Pershing Square, L.P. to PS Redemption, L.P.

After the transactions, 18,511,031 shares are held by Pershing Square affiliated funds, 341,033 shares by PS Redemption, L.P., and 9,000,000 shares by Pershing Square Holdco, L.P., all as indirect holdings. A services agreement also ties Pershing Square Capital Management, L.P. to performance on 59,393,938 “Reference Securities” above $66.1453 per share. The reporting persons may be deemed beneficial owners but expressly disclaim beneficial ownership except for any pecuniary interest.

Positive

  • None.

Negative

  • None.
Insider Pershing Square Capital Management, L.P., PERSHING SQUARE HOLDCO, L.P., Pershing Square Holdco GP, LLC, Pershing Square Management, LLC, ACKMAN WILLIAM A
Role null | null | null | null | null
Type Security Shares Price Value
Other Common Stock, par value $0.01 per share 341,033 $65.86 $22.46M
Other Common Stock, par value $0.01 per share 341,033 $65.86 $22.46M
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 — 18,511,031 shares (Indirect, See Footnotes)
Footnotes (1)
  1. Reflects a transfer of the Subject Securities (as defined below) from PSLP (as defined below) to PS Redemption, L.P. ("RedemptionCo"), which was formed for the purpose of giving effect to the special redemption of certain limited partner interests of PSLP in connection with a special redemption opportunity that was consummated on April 21, 2026. The closing price of the Issuer's Common Stock on April 21, 2026. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), 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 equity securities of the Issuer reported on this Form 4 (the "Subject Securities"). 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 RedemptionCo. (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds and RedemptionCo (and other than with respect to Subject Securities held directly by PS Holdco), (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco, and (D) ManagementCo, as the sole member of PS Holdco GP, 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 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, 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 disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Mr. Ackman, Mr. Ben Hakim and Mr. Ryan Israel, each a member of the board of directors of the Issuer of the Subject Securities, were appointed or elected to that board as representatives of the Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act. These Subject Securities are held by the Pershing Square Affiliated Funds. These Subject Securities are held by RedemptionCo. These Subject Securities are held by PS Holdco. 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 4, 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 any of the Reference Securities, except to the extent of any pecuniary interest therein.
Restructuring transfer 341,033 shares Transferred on April 21, 2026 as part of special redemption
Reference price for transfer $65.86 per share Closing price of Common Stock on April 21, 2026
Pershing Square affiliated funds holding 18,511,031 shares Common Stock held indirectly after restructuring
PS Redemption, L.P. holding 341,033 shares Common Stock held indirectly after transfer from Pershing Square, L.P.
Pershing Square Holdco holding 9,000,000 shares Common Stock held indirectly by Pershing Square Holdco, L.P.
Restructuring total 682,066 shares Total shares involved in J-code restructuring transactions
Reference Securities base 59,393,938 shares Shares tied to PSCM performance fee above $66.1453 per share
Performance threshold price $66.1453 per share Price above which PSCM may earn performance-related fee
special redemption financial
"in connection with a special redemption opportunity that was consummated on April 21, 2026"
Rule 16a-1(a) regulatory
"may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a)"
directors by deputization regulatory
"each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act"
Reference Securities financial
"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"
Subject Securities financial
"may be deemed to beneficially own the equity securities of the Issuer reported on this Form 4 (the "Subject Securities")"
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.
(Last)(First)(Middle)
787 11TH AVENUE
9TH FLOOR
(Street)
NEW YORK NEW YORK 10019
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Howard Hughes Holdings Inc. [ HHH ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirectorX10% Owner
Officer (give title below)Other (specify below)
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/21/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock, par value $0.01 per share04/21/2026J341,033(1)D$65.86(2)18,511,031ISee Footnotes(3)(4)(5)(6)(7)
Common Stock, par value $0.01 per share04/21/2026J341,033(1)A$65.86(2)341,033ISee Footnotes(3)(4)(5)(6)(8)
Common Stock, par value $0.01 per share9,000,000ISee Footnotes(3)(4)(5)(6)(9)
Common Stock, par value $0.01 per share59,393,938ISee Footnotes(3)(4)(5)(6)(10)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
Pershing Square Capital Management, L.P.
(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 HOLDCO, 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 Holdco GP, 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 - 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)
Explanation of Responses:
1. Reflects a transfer of the Subject Securities (as defined below) from PSLP (as defined below) to PS Redemption, L.P. ("RedemptionCo"), which was formed for the purpose of giving effect to the special redemption of certain limited partner interests of PSLP in connection with a special redemption opportunity that was consummated on April 21, 2026.
2. The closing price of the Issuer's Common Stock on April 21, 2026.
3. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), 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 equity securities of the Issuer reported on this Form 4 (the "Subject Securities").
4. 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 RedemptionCo.
5. (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds and RedemptionCo (and other than with respect to Subject Securities held directly by PS Holdco), (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco, and (D) ManagementCo, as the sole member of PS Holdco GP, 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 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, 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 disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
6. Mr. Ackman, Mr. Ben Hakim and Mr. Ryan Israel, each a member of the board of directors of the Issuer of the Subject Securities, were appointed or elected to that board as representatives of the Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act.
7. These Subject Securities are held by the Pershing Square Affiliated Funds.
8. These Subject Securities are held by RedemptionCo.
9. These Subject Securities are held by PS Holdco.
10. 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 4, 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 any of the Reference Securities, except to the extent of any pecuniary interest therein.
PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: /s/ William A. Ackman, Authorized Signatory04/23/2026
PERSHING SQUARE HOLDCO, L.P., By: Pershing Square Holdco GP, LLC, its General Partner, By: /s/ William A. Ackman, Authorized Signatory04/23/2026
PERSHING SQUARE HOLDCO GP, LLC, By: /s/ William A. Ackman, Authorized Signatory04/23/2026
PERSHING SQUARE MANAGEMENT, LLC, By: /s/ William A. Ackman, Member and Chief Executive Officer04/23/2026
/s/ William A. Ackman04/23/2026
** 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 4 (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 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did Pershing Square report in this Form 4 for Howard Hughes (HHH)?

Pershing Square reported an internal restructuring of Howard Hughes Common Stock on April 21, 2026. A 341,033-share block was transferred at $65.86 per share as part of a special redemption, changing which Pershing-related entities hold specific shares without showing open-market buying or selling.

How many Howard Hughes (HHH) shares are held by Pershing Square affiliated funds after the restructuring?

After the restructuring, Pershing Square affiliated funds hold 18,511,031 shares of Howard Hughes Common Stock. These holdings are indirect and tied to funds advised by Pershing Square Capital Management, L.P., rather than personally owned by the individual reporting persons named in the filing.

What is PS Redemption, L.P.’s stake in Howard Hughes (HHH) after the Form 4 event?

PS Redemption, L.P., formed for a special redemption, holds 341,033 shares of Howard Hughes Common Stock after the April 21, 2026 transfer. Those shares were moved from Pershing Square, L.P. at a reference price of $65.86 per share, reflecting an internal reallocation among Pershing-related entities.

How many Howard Hughes (HHH) shares does Pershing Square Holdco, L.P. hold?

Pershing Square Holdco, L.P. holds 9,000,000 shares of Howard Hughes Common Stock as an indirect owner. This is separate from shares held by Pershing Square affiliated funds and PS Redemption, L.P., and is noted as another block of Subject Securities associated with the reporting group.

What are the 59,393,938 Reference Securities mentioned for Howard Hughes (HHH)?

The 59,393,938 Reference Securities are Howard Hughes shares referenced in a services agreement between the issuer and Pershing Square Capital Management, L.P. PSCM may earn a performance-related fee on price increases above $66.1453 per share, and may be deemed a beneficial owner of those Reference Securities.

Do William A. Ackman and other reporting persons directly own the Howard Hughes (HHH) shares?

The filing states Pershing Square entities and William A. Ackman may be deemed beneficial owners under Rule 16a-1(a). However, each reporting person disclaims beneficial ownership of the Subject Securities and Reference Securities, except to the extent of any pecuniary interest in those positions.