Howard Hughes (NYSE: HHH) holder Pershing Square details 46.7% stake

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

SCHEDULE 13D/A

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. major shareholder Pershing Square and related entities filed Amendment No. 32 to Schedule 13D, updating their ownership structure and disclosures. As of April 28, 2026, they may be deemed to beneficially own 27,852,064 shares of Common Stock, representing approximately 46.7% of the company, based on 59,636,343 shares outstanding as of February 12, 2026. Pershing Square HHH Holdings, LLC directly holds 9,000,000 shares, or 15.1% of the outstanding stock, with the balance held by Pershing Square affiliated funds. The amendment reflects a reorganization of Pershing Square’s ownership entities, including redomestication of Pershing Square Inc. to Nevada, and adds PS HHH Holdings to an existing Registration Rights Agreement, giving it specified registration rights for its Howard Hughes shares.

Key Figures

Beneficial ownership: 27,852,064 shares Ownership percentage: 46.7% Directly Held Shares: 9,000,000 shares +5 more

8 metrics

Beneficial ownership 27,852,064 shares Howard Hughes Common Stock beneficially owned by Pershing Square reporting persons as of April 28, 2026

Ownership percentage 46.7% Percent of Howard Hughes Common Stock represented by 27,852,064 shares based on 59,636,343 shares outstanding

Directly Held Shares 9,000,000 shares Howard Hughes Common Stock directly held by PS HHH Holdings as of April 28, 2026

Direct stake percentage 15.1% Portion of Howard Hughes outstanding Common Stock directly held by PS HHH Holdings

Additional Subject Shares 18,852,064 shares Howard Hughes shares owned by Pershing Square affiliated funds that other reporting persons may be deemed to beneficially own

Shares outstanding 59,636,343 shares Howard Hughes Common Stock outstanding as of February 12, 2026, from Form 10-K

Amendment number Amendment No. 32 Amendment to Schedule 13D filed by Pershing Square and related entities

RRA Joinder date April 27, 2026 Date PS HHH Holdings entered joinder to the Registration Rights Agreement

Key Terms

beneficially owned, Registration Rights Agreement, joinder agreement, Subject Shares, +2 more

6 terms

beneficially owned financial

"PS HHH Holdings beneficially owned 9,000,000 shares of Common Stock"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Registration Rights Agreement regulatory

"joinder agreement to the Registration Rights Agreement, dated as of May 5, 2025"

A registration rights agreement is a contract that gives investors the option to have their ownership stakes officially registered with the government, making it easier to sell their shares later. This agreement matters because it provides investors with a clearer path to cash out their investments if they choose, offering more liquidity and confidence in their ability to sell their holdings when desired.

joinder agreement regulatory

"PS HHH Holdings entered into a joinder agreement (the "RRA Joinder")"

Subject Shares financial

"together with the Directly Held Shares, the "Subject Shares" owned by the Pershing Square Affiliated Funds"

Pershing Square Affiliated Funds financial

"PSLP, PS International, RedemptionCo and PSH, the "Pershing Square Affiliated Funds""

voting power financial

"may be deemed to have the shared power to vote or direct the vote of the Subject Shares"

Voting power is the ability shareholders have to influence a company's major decisions—like electing the board, approving mergers, or changing corporate rules—based on the voting rights attached to the shares they hold. For investors it matters because greater voting power is like holding more keys to a building: it gives you a stronger say over management choices and the company’s strategy, which can affect future value and risk.

04/29/2026 - 07:02 PM

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 32)

Howard Hughes Holdings Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

44267T102

(CUSIP Number)

Halit Coussin
Pershing Square Capital Management, L.P.,787 Eleventh Avenue, 9th Floor
New York, NY, 10019
(212) 813-3700

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

04/27/2026

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

Item 1.

Security and Issuer

(a)

Title of Class of Securities:

Common Stock, par value $0.01 per share

(b)

Name of Issuer:

Howard Hughes Holdings Inc.

(c)

Address of Issuer's Principal Executive Offices:

9950 WOODLOCH FOREST DRIVE, 11TH FLOOR, THE WOODLANDS, TEXAS , 77380.

Item 1 Comment:

This amendment No. 32 ("Amendment No. 32") to Schedule 13D is being filed on behalf of the Reporting Persons (as defined below) relating to the common stock, par value $0.01 per share (the "Common Stock"), of Howard Hughes Holdings Inc., a Delaware corporation (the "Issuer"), in connection with the Reorganization (as defined below). This Amendment No. 32 modifies the original Schedule 13D filed on December 4, 2019 (as amended and supplemented prior to the filing of this Amendment No. 32, the "Schedule 13D") by (i) Pershing Square Capital Management, L.P., a Delaware limited partnership, (ii) PS Management GP, LLC, a Delaware limited liability company, and (iii) William A. Ackman, a citizen of the United States. Following the completion of a reorganization of Pershing Square's ownership structure (the "Reorganization"), (i) Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), (ii) Pershing Square HHH Holdings, LLC, a Nevada limited liability company ("PS HHH Holdings"), (iii) Pershing Square Inc., a Nevada corporation (f/k/a Pershing Square Holdco, L.P., a Delaware limited partnership) ("PS Inc."), (iv) Pershing Square Partner Group, LLC, a Delaware limited liability company ("PS Partner Group"), (v) Pershing Square Management, LLC, a Delaware limited liability company (f/k/a PS Holdco GP Managing Member, LLC) ("ManagementCo") and (vi) William A. Ackman may, as of April 28, 2026, be deemed to have the sole or shared (as applicable) power to vote or direct the vote of (and the sole or shared (as applicable) power to dispose or direct the disposition of) an aggregate 27,852,064 shares of Common Stock. This Amendment No. 32 is being filed to update the names of the Reporting Persons after giving effect to the Reorganization, including the redomestication of PS Inc. as a Nevada corporation. Capitalized terms used but not defined in this Amendment No. 32 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 32, the Schedule 13D is unchanged.

Item 2.

Identity and Background

(a)

Item 2(a) of the Schedule 13D is hereby replaced with the following information: "This statement is being filed by: (i) Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"); (ii) Pershing Square HHH Holdings, LLC, a Nevada limited liability company ("PS HHH Holdings"); (iii) Pershing Square Inc., a Nevada corporation (f/k/a Pershing Square Holdco, L.P., a Delaware limited partnership) ("PS Inc."); (iv) Pershing Square Partner Group, LLC, a Delaware limited liability company ("PS Partner Group"); (v) Pershing Square Management, LLC, a Delaware limited liability company (f/k/a PS Holdco GP Managing Member, LLC) ("ManagementCo"); and (vi) William A. Ackman, a citizen of the United States of America (together with PSCM, PS HHH Holdings, PS Inc., PS Partner Group and ManagementCo, the "Reporting Persons")."

(b)

Item 2(b) of the Schedule 13D is hereby replaced with the following information: "The address of the principal business and principal office of each of the Reporting Persons is 787 Eleventh Avenue, 9th Floor, New York, New York 10019."

(c)

Item 2(c) of the Schedule 13D is hereby replaced with the following information: "PSCM's principal business is to serve as investment advisor to certain affiliated funds, including Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PS International"), PS Redemption, L.P., a Delaware limited partnership ("RedemptionCo") and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP, PS International and RedemptionCo, the "Pershing Square Affiliated Funds"). RedemptionCo is a limited purpose entity formed for the purpose of giving effect to the special redemption of certain limited partner interests of PSLP. PS HHH Holdings' principal business is primarily to serve as a holding company for shares of the Issuer's Common Stock. As of April 28, 2026, PS HHH Holdings is wholly owned by PSCM. PS Inc.'s principal business is primarily to serve as a holding company for the business of PSCM. The name, business address, present principal occupation and citizenship of each executive officer and director of PS Inc. as of April 29, 2026 is set forth in Exhibit 99.40 attached hereto and is incorporated herein by reference. PS Partner Group's principal business is primarily to hold shares of common stock of PS Inc. ManagementCo's principal business is to hold voting interests in PS Inc. and act as the managing member of PS Partner Group. The name, business address, present principal occupation and citizenship of each member of ManagementCo as of April 29, 2026 is set forth in Exhibit 99.41 attached hereto and is incorporated herein by reference. The principal occupation of William A. Ackman is to serve as (i) the Chief Executive Officer of PSCM and (ii) the Chief Executive Officer and Chairman of the Board of PS Inc.

(d)

Item 2(d) of the Schedule 13D is hereby replaced with the following information: "During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.40 or 99.41 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws."

(e)

Item 2(e) of the Schedule 13D is hereby replaced with the following information: "During the last five years, none of the Reporting Persons and, to the knowledge of the Reporting Persons, none of the persons listed on Exhibits 99.40 or 99.41 (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws."

(f)

The information set forth in Item 2(a) is incorporated into this Item 2(f) by reference.

Item 5.

Interest in Securities of the Issuer

(a)

(b)

Item 5(a) of the Schedule 13D is hereby amended and supplemented by adding the following information: "The information set forth in the cover pages of this Amendment 32 is hereby incorporated by reference into this Item 5. As of April 28, 2026, after giving effect to the Reorganization, (i) PS HHH Holdings beneficially owned 9,000,000 shares of Common Stock (the "Directly Held Shares"), representing 15.1% of the outstanding shares of Common Stock and (ii) the other Reporting Persons (i.e., PSCM, PS Inc., PS Partner Group, ManagementCo and William A. Ackman) may be deemed to beneficially own an additional 18,852,064 shares (together with the Directly Held Shares, the "Subject Shares") owned by the Pershing Square Affiliated Funds, collectively representing approximately 46.7% of the outstanding shares of Common Stock, in each case based on 59,636,343 shares of Common Stock outstanding as of February 12, 2026, as reported in the Form 10-K. PSCM, as the parent company of PS HHH Holdings, may be deemed to have the power to vote or direct the vote of (and the power to dispose or direct the disposition of) the Directly Held Shares, and as the investment adviser to the Pershing Square Affiliated Funds, may be deemed to have the shared power to dispose or direct the disposition of the other Subject Shares. As the parent company of PSCM and pursuant to that certain Voting Proxy Agreement, dated as of August 5, 2025 and previously filed as Exhibit 99.38 to the Schedule 13D, PS Inc. may be deemed to have the shared power to vote or to direct the vote of (and the shared power to dispose or direct the disposition of) the Subject Shares. As a significant shareholder of PS Inc., PS Partner Group 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 Shares. As the holder of majority voting power of PS Inc. and the managing member of PS Partner Group, ManagementCo 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 Shares. As (i) the Chief Executive Officer of PSCM and (ii) the Chief Executive Officer and Chairman of the Board of PS Inc., William A. Ackman 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 Shares."

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer

Item 6 of the Schedule 13D is hereby amended and supplemented by adding the following information: "On April 27, 2026, PS HHH Holdings entered into a joinder agreement (the "RRA Joinder") to the Registration Rights Agreement, dated as of May 5, 2025, between Pershing Square Holdco, L.P., Pershing Square Capital Management, L.P., on behalf of certain of its affiliates, and Howard Hughes Holdings Inc., previously filed as Exhibit 99.34 to the Schedule 13D, pursuant to which PS HHH Holdings will have certain registration rights with respect to the Common Stock. A copy of the RRA Joinder is attached hereto as Exhibit 99.43."

Item 7.

Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibits: Exhibit 99.40 Schedule of Executive Officers and Directors of Pershing Square Inc. as of April 29, 2026 Exhibit 99.41 Schedule of Members of Pershing Square Management, LLC as of April 29, 2026 Exhibit 99.42 Joint Filing Agreement, dated as of April 29, 2026, among PSCM, PS Inc., PS HHH Holdings, PS Partner Group, ManagementCo and William A. Ackman. Exhibit 99.43 Joinder, dated as of April 27, 2026, to the Registration Rights Agreement, dated as of May 5, 2025, between Pershing Square Holdco, L.P., Pershing Square Capital Management, L.P., on behalf of certain of its affiliates, and Howard Hughes Holdings Inc.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Pershing Square Capital Management, L.P.

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	04/29/2026

Pershing Square HHH Holdings, LLC

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	04/29/2026

Pershing Square Inc.

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	04/29/2026

Pershing Square Partner Group, LLC

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	04/29/2026

Pershing Square Management, LLC

Signature:	/s/ William A. Ackman
Name/Title:	Authorized Signatory
Date:	04/29/2026

William A. Ackman

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman
Date:	04/29/2026

Source: View Original Filing on SEC EDGAR

FAQ

How much of Howard Hughes (HHH) does Pershing Square now report owning?

Pershing Square and related entities report beneficial ownership of 27,852,064 Howard Hughes shares, or about 46.7% of the company. This figure is based on 59,636,343 shares of Common Stock outstanding as of February 12, 2026, as disclosed in Howard Hughes’s Form 10-K.

How many Howard Hughes (HHH) shares does PS HHH Holdings directly own?

Pershing Square HHH Holdings, LLC directly owns 9,000,000 Howard Hughes Common Stock shares. These “Directly Held Shares” represent 15.1% of the outstanding Common Stock, calculated using 59,636,343 shares outstanding as of February 12, 2026, as reported in the company’s Form 10-K.

What ownership changes are disclosed in Pershing Square’s Amendment No. 32 for HHH?

Amendment No. 32 primarily updates the reporting entities following a Pershing Square ownership reorganization. It reflects new and renamed holding companies, including Pershing Square Inc.’s redomestication to Nevada, while confirming a combined beneficial stake of 27,852,064 Howard Hughes shares, or roughly 46.7% of the outstanding stock.

What are the “Subject Shares” mentioned in the Howard Hughes (HHH) filing?

The “Subject Shares” consist of 27,852,064 Howard Hughes Common Stock shares tied to Pershing Square. They include 9,000,000 shares directly held by PS HHH Holdings and an additional 18,852,064 shares owned by Pershing Square affiliated funds, all of which certain Pershing Square entities may be deemed to beneficially own.

Did Pershing Square gain registration rights for its Howard Hughes (HHH) shares?

Yes. On April 27, 2026, PS HHH Holdings entered a joinder to an existing Registration Rights Agreement. This joinder grants PS HHH Holdings certain registration rights for its Howard Hughes Common Stock, aligning it with prior registration arrangements already in place between Pershing Square affiliates and the company.

Which Pershing Square entities are now reporting persons for the Howard Hughes (HHH) stake?

The reporting persons are PSCM, PS HHH Holdings, Pershing Square Inc., PS Partner Group, ManagementCo, and William A. Ackman. Amendment No. 32 replaces prior identity and background disclosures to list these entities, all sharing various voting and dispositive powers over the 27,852,064 “Subject Shares.”