Howard Hughes (NYSE: HHH) gets $1B Pershing Square preferred investment
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Howard Hughes Holdings Inc. reported that entities affiliated with Pershing Square acquired 140,000 shares of its Series A Non-Voting Exchangeable Perpetual Preferred Stock for an aggregate purchase price of approximately $1.0 billion. The acquisition occurred in connection with the completion of Howard Hughes’ purchase of Vantage Group Holdings Ltd. and was executed under a Subscription Agreement dated June 4, 2026.
The preferred shares are held by Pershing Square Holdings, Ltd. through wholly owned subsidiaries. Other subject securities referenced in the filing are held by Pershing Square affiliated funds, RedemptionCo and HHH Holdings. A separate Services Agreement ties a performance-related fee for Pershing Square Capital Management, L.P. to the price of 59,393,938 Reference Securities above $66.1453 per share, and the reporting persons generally disclaim beneficial ownership except to the extent of any pecuniary interest.
Positive
- None.
Negative
- None.
Insights
Pershing Square commits about $1B via preferred equity tied to Howard Hughes’ Vantage acquisition.
Entities associated with Pershing Square acquired 140,000 shares of Series A Non-Voting Exchangeable Perpetual Preferred Stock for approximately $1.0 billion. This capital is linked directly to Howard Hughes’ acquisition of Vantage Group Holdings Ltd., indicating a sizeable, structured investment rather than routine open‑market trading.
The preferred is perpetual, non‑voting and exchangeable, suggesting a long-term, yield- and structure-focused position instead of common equity. A separate Services Agreement ties Pershing Square Capital Management’s fee to the performance of 59,393,938 Reference Securities above $66.1453 per share, aligning incentives with Howard Hughes’ share price. Actual economic impact depends on preferred terms, exchange mechanics and future common stock performance, which are referenced but not fully detailed here.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
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
null | null | null | null | null | null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Series A Non-Voting Exchangeable Perpetual Preferred Stock | 140,000 | $7,142.8571 | $1000.00M |
| 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:
Series A Non-Voting Exchangeable Perpetual Preferred Stock — 140,000 shares (Indirect, See footnotes);
Common Stock, par value $0.01 per share — 18,511,031 shares (Indirect, See footnotes)
Footnotes (1)
- In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 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 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 PS Redemption, L.P., a Delaware limited partnership ("RedemptionCo"). In connection with the completion of the acquisition of Vantage Group Holdings Ltd. by the Issuer on June 4, 2026, PSH acquired 140,000 shares of the Issuer's Series A Non-Voting Exchangeable Perpetual Preferred Stock, par value $0.01 per share, for an aggregate purchase price of approximately $1.0 billion, pursuant to the Subscription Agreement, dated as of June 4, 2026, by and between Howard Hughes Insurance Holdings, LLC, PSH and the Issuer, as described in greater detail in the Issuer's Form 8-K filed on June 5, 2026. These Subject Securities are held by PSH through its wholly-owned subsidiaries. These Subject Securities are held by the Pershing Square Affiliated Funds. These Subject Securities are held by RedemptionCo. These Subject Securities are held by HHH Holdings. 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") (Continued from Footnote 8) 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. (Continued from Footnote 9) 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. 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 the Issuer'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 the Reference Securities, except to the extent of any pecuniary interest therein. 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.
Key Figures
Preferred shares acquired: 140,000 shares
Price per preferred share: $7,142.8571 per share
Aggregate preferred purchase price: approximately $1.0 billion
+3 more
6 metrics
Preferred shares acquired
140,000 shares
Series A Non-Voting Exchangeable Perpetual Preferred Stock acquired on June 4, 2026
Price per preferred share
$7,142.8571 per share
Subscription Agreement dated June 4, 2026
Aggregate preferred purchase price
approximately $1.0 billion
Acquisition of Series A preferred by Pershing Square Holdings, Ltd.
Reference Securities count
59,393,938 shares
Common stock Reference Securities under Services Agreement
Reference price threshold
$66.1453 per share
Fee for PSCM based on price increase above this level
Preferred shares after transaction
140,000 shares
Total Series A preferred held following the acquisition
Key Terms
Series A Non-Voting Exchangeable Perpetual Preferred Stock, Subscription Agreement, Services Agreement, Reference Securities, +1 more
5 terms
Series A Non-Voting Exchangeable Perpetual Preferred Stock financial
"PSH acquired 140,000 shares of the Issuer's Series A Non-Voting Exchangeable Perpetual Preferred Stock, par value $0.01 per share"
Subscription Agreement financial
"pursuant to the Subscription Agreement, dated as of June 4, 2026, by and between Howard Hughes Insurance Holdings, LLC, PSH and the Issuer"
A subscription agreement is a legal contract in which an investor agrees to buy a specific number of a company’s shares or other securities under set terms, including price, payment method and conditions for closing the sale. It matters to investors because it legally locks in their purchase and the company’s obligations, determines ownership percentage and any investor rights, and can include conditions or promises that affect future control or returns—like signing a detailed purchase order for equity.
Services Agreement financial
"pursuant to a Services Agreement, dated May 5, 2025, by and between PSCM and the Issuer"
Reference Securities financial
"the price of a number of shares of Common Stock of the Issuer (the "Reference Securities") above $66.1453 per share"
director by deputization regulatory
"each of those persons is a director by deputization for purposes of Section 16 of the Exchange Act"
FAQ
What did Pershing Square entities do in this Howard Hughes (HHH) Form 4?
Pershing Square-affiliated entities acquired 140,000 shares of Howard Hughes’ Series A Non-Voting Exchangeable Perpetual Preferred Stock. The purchase totaled about $1.0 billion and was executed under a Subscription Agreement connected to Howard Hughes’ acquisition of Vantage Group Holdings Ltd.
What are the key terms of the preferred stock acquired in Howard Hughes (HHH)?
The filing shows Pershing Square entities obtained Series A Non-Voting Exchangeable Perpetual Preferred Stock. They acquired 140,000 shares at $7,142.8571 per share, for about $1.0 billion total. The preferred is non‑voting, perpetual and exchangeable, indicating structured, long-term capital.
How large is Pershing Square’s preferred investment in Howard Hughes (HHH)?
Pershing Square Holdings, Ltd. acquired 140,000 preferred shares for an aggregate price of approximately $1.0 billion. The per‑share purchase price disclosed is $7,142.8571. This represents a sizeable preferred equity commitment tied to the Vantage Group Holdings Ltd. acquisition closing.
What are the 59,393,938 Reference Securities mentioned for Howard Hughes (HHH)?
Under a Services Agreement, Pershing Square Capital Management, L.P. earns a fee partly based on increases in the price of 59,393,938 shares of Howard Hughes common stock, called Reference Securities, above $66.1453 per share. This structure links Pershing Square’s compensation to the company’s share-price performance.
Who actually holds the Howard Hughes (HHH) securities linked to Pershing Square?
The preferred shares are held by Pershing Square Holdings, Ltd. through wholly owned subsidiaries. Other subject securities are held by Pershing Square affiliated funds, RedemptionCo and HHH Holdings. The reporting persons may be deemed beneficial owners but disclaim ownership beyond any pecuniary interest.
Why are William Ackman and others called directors by deputization at Howard Hughes (HHH)?
William Ackman and Ryan Israel serve on Howard Hughes’ board as representatives of the reporting persons and related funds. Because they occupy board seats on behalf of these entities, they are described as directors by deputization under Section 16 of the Exchange Act.