Ackman Gains Near-Control of Howard Hughes as Stake Rises to 46.9%

Rhea-AI Filing Summary

Amendment No. 30 to Schedule 13D reveals that Pershing Square entities and William A. Ackman have significantly increased their position in Howard Hughes Holdings Inc. (HHH). On 5 Aug 2025, Pershing Square Holdco, L.P. purchased 9 million newly issued common shares and, simultaneously, entered into a Voting Proxy Agreement with Pershing Square Holdings, Ltd., Pershing Square International, Ltd. and Pershing Square, L.P. The agreement grants Holdco the right to vote all shares held by these funds, though it is automatically revoked on share disposal or upon specific written notice.

After the transaction, the group beneficially owns or controls 27,852,064 shares, equal to 46.9 % of the 59,401,210 shares outstanding as of 30 Jul 2025. Pershing Square Capital Management, L.P. individually reports ownership of 18,852,064 shares, or 31.7 %. The move injects fresh equity into HHH and leaves Ackman’s vehicles just shy of majority control, materially influencing future governance and strategic direction.

Positive

• Capital infusion: HHH receives proceeds from issuance of 9 M new shares.
• Strong sponsor commitment: Pershing Square boosts ownership to 46.9 %, signaling confidence in long-term value.

Negative

• Dilution risk: New share issuance dilutes existing shareholders’ percentage ownership.
• Concentrated control: Voting Proxy Agreement gives near-majority power to a single investor, reducing minority influence.

Insights

Financial Analyst

TL;DR — Ackman now controls ~47 % of HHH, gaining near-majority influence.

The additional 9 M-share issuance suggests HHH secured new equity capital, likely strengthening its balance sheet. Pershing Square’s enlarged stake—from 32 % to 47 %—indicates continued conviction in the company’s real-estate strategy. Consolidated voting power lowers takeover risk and aligns management with a well-known activist investor who historically pushes for value-unlocking actions. However, minority shareholders face dilution and reduced influence. Overall impact: material and moderately positive for valuation due to perceived sponsor support.

Corporate Governance Expert

TL;DR — Voting proxy centralizes control; minority rights weakened.

The Voting Proxy Agreement effectively hands Pershing Square Holdco unilateral voting authority over all PS Fund shares, giving Ackman practical control without surpassing the 50 % threshold. Although revocable, the terms create a durable governance block that can steer board elections and strategic initiatives. Investors should monitor related-party transactions, potential conflicts of interest and any future proposals that might entrench control. Impact rated negative for governance balance, but neutral-to-positive for strategic clarity.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 30)

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)

08/05/2025

(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

CUSIP No. 44267T102

1

Name of reporting person

Pershing Square Capital Management, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 18,852,064.00

11

Aggregate amount beneficially owned by each reporting person

18,852,064.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

31.7 %

14

Type of Reporting Person (See Instructions)

IA

Comment for Type of Reporting Person:

Item 13 Footnote: This calculation is based on 59,401,210 shares of Common Stock outstanding as of July 30, 2025, as reported in the Issuer's Form 10-Q filed on August 6, 2025 for the quarterly period ended June 30, 2025 (the "Form 10-Q").

SCHEDULE 13D

CUSIP No. 44267T102

1

Name of reporting person

Pershing Square Holdco, L.P.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,000,000.00
8	Shared Voting Power 18,852,064.00
9	Sole Dispositive Power 9,000,000.00
10	Shared Dispositive Power 18,852,064.00

11

Aggregate amount beneficially owned by each reporting person

27,852,064.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.9 %

14

Type of Reporting Person (See Instructions)

PN

Comment for Type of Reporting Person:

Item 13 Footnote: This calculation is based on 59,401,210 shares of Common Stock outstanding as of July 30, 2025, as reported in the Form 10-Q.

SCHEDULE 13D

CUSIP No. 44267T102

1

Name of reporting person

Pershing Square Holdco GP, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,000,000.00
8	Shared Voting Power 18,852,064.00
9	Sole Dispositive Power 9,000,000.00
10	Shared Dispositive Power 18,852,064.00

11

Aggregate amount beneficially owned by each reporting person

27,852,064.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Item 13 Footnote: This calculation is based on 59,401,210 shares of Common Stock outstanding as of July 30, 2025, as reported in the Form 10-Q.

SCHEDULE 13D

CUSIP No. 44267T102

1

Name of reporting person

PS Holdco GP Managing Member, LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,000,000.00
8	Shared Voting Power 18,852,064.00
9	Sole Dispositive Power 9,000,000.00
10	Shared Dispositive Power 18,852,064.00

11

Aggregate amount beneficially owned by each reporting person

27,852,064.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.9 %

14

Type of Reporting Person (See Instructions)

OO

Comment for Type of Reporting Person:

Item 13 Footnote: This calculation is based on 59,401,210 shares of Common Stock outstanding as of July 30, 2025, as reported in the Form 10-Q.

SCHEDULE 13D

CUSIP No. 44267T102

1

Name of reporting person

William A. Ackman

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 9,000,000.00
8	Shared Voting Power 18,852,064.00
9	Sole Dispositive Power 9,000,000.00
10	Shared Dispositive Power 18,852,064.00

11

Aggregate amount beneficially owned by each reporting person

27,852,064.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

46.9 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Item 13 Footnote: This calculation is based on 59,401,210 shares of Common Stock outstanding as of July 30, 2025, as reported in the Form 10-Q.

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. 30 ("Amendment No. 30") to Schedule 13D is being filed on behalf of the Reporting Persons relating to the common stock, par value $0.01 per share (the "Common Stock"), of Howard Hughes Holdings Inc., a Delaware corporation (the "Issuer"). This Amendment No. 30 modifies the original Schedule 13D filed on December 4, 2019 (as amended and supplemented prior to the filing of this Amendment No. 30, 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. Capitalized terms used but not defined in this Amendment No. 30 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 30, the Schedule 13D is unchanged.
Item 4.	Purpose of Transaction
	Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: "On August 5, 2025, in connection with the previously announced acquisition by Pershing Square Holdco, L.P. ("Holdco") of 9,000,000 newly issued shares of Common Stock and subsequent amendments to the respective investment management agreements between Pershing Square Capital Management, L.P. ("PSCM") and each of Pershing Square Holdings, Ltd. ("PSH"), Pershing Square International, Ltd. ("PSIL"), and Pershing Square, L.P. ("PSLP", and together with PSH and PSIL, the "PS Funds"), Holdco, PSCM and the PS Funds entered into a Voting Proxy Agreement (the "Voting Proxy Agreement"), which is filed as Exhibit 99.38 hereto and incorporated herein by reference, pursuant to which each PS Fund appointed Holdco as its proxy and attorney-in-fact to vote all of the Common Stock that such PS Fund holds. The Voting Proxy Agreement does not restrict any of the PS Funds from disposing any Common Stock that such PS Fund owns. A disposition of Common Stock by any PS Fund would automatically terminate the voting proxy granted pursuant to the Voting Proxy Agreement with respect to such Common Stock disposed. Additionally, the voting proxy granted pursuant to the Voting Proxy Agreement may be terminated with respect to any PS Fund (i) upon written notice by Holdco to such PS Fund or (ii) upon written notice by such PS Fund to Holdco given no less than twelve months after termination by such PS Fund of the applicable investment management agreement by and between such PS Fund and PSCM."
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: "The information set forth in Item 4 of Amendment No. 30 is incorporated by reference into this Item 6 as if restated in full."
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 99.38: Voting Proxy Agreement, dated as of August 5, 2025, by and between Pershing Square Holdco, L.P., Pershing Square Capital Management, L.P., Pershing Square Holdings, Ltd., Pershing Square International, Ltd., and Pershing Square, L.P.

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:	William A. Ackman / Authorized Signatory
Date:	08/07/2025

Pershing Square Holdco, L.P.

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman / Authorized Signatory
Date:	08/07/2025

Pershing Square Holdco GP, LLC

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman / Authorized Signatory
Date:	08/07/2025

PS Holdco GP Managing Member, LLC

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman / Authorized Signatory
Date:	08/07/2025

William A. Ackman

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman
Date:	08/07/2025

FAQ

How many Howard Hughes (HHH) shares does Pershing Square now control?

Pershing Square entities control 27,852,064 HHH shares via ownership and proxy voting rights.

What percentage of HHH outstanding shares is owned by Pershing Square after Amendment No. 30?

The group’s beneficial ownership stands at 46.9 % of HHH’s outstanding common stock.

What is the purpose of the Voting Proxy Agreement mentioned in the 13D/A?

It appoints Pershing Square Holdco as proxy to vote all HHH shares held by the PS Funds, consolidating voting power.

Did Howard Hughes issue new shares in this transaction?

Yes. Holdco acquired 9 million newly issued common shares from HHH on 5 Aug 2025.

Can the Voting Proxy Agreement be terminated?

Yes, it ends automatically upon share disposal or by written notice—immediately from Holdco or 12 months after PS Funds terminate their PSCM agreements.

When did the event triggering this filing occur?

The triggering event date is 5 Aug 2025.