Howard Hughes (HHH): Pershing Square reports 46.9% stake and $1B preferred deal

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. (HHH) received a significant update on its ownership and financing structure from Pershing Square affiliates in this amended Schedule 13D. Pershing Square entities report beneficial ownership of 27,852,064 shares of HHH common stock, representing 46.9% of the class, with investment manager Pershing Square Capital Management, L.P. and William A. Ackman listed as reporting persons.

The filing also describes an Equity Commitment Letter under which Pershing Square Holdings, Ltd. has committed up to $1.0 billion to purchase HHH’s new non-voting exchangeable perpetual preferred stock. HHH plans to use part of the preferred proceeds to fund its acquisition of Vantage Group Holdings, Ltd. and to provide additional equity capital to Vantage. The preferred stock carries dividend features, company call rights, exchange rights into Vantage common stock within a 49% ownership cap, mandatory repurchase triggers, and customary registration and governance rights for Pershing Square.

Insights

Equity & governance structure analyst

Pershing Square deepens its role at HHH with a large preferred equity commitment tied to the Vantage acquisition.

The amendment shows Pershing Square and affiliates reporting beneficial ownership of 27,852,064 HHH common shares, or 46.9% of the class. This reflects a highly concentrated shareholder with substantial influence. Pershing Square Capital Management, L.P. and William A. Ackman are among the reporting persons, signaling continued alignment of the investment complex with HHH.

The filing also details an Equity Commitment Letter under which Pershing Square Holdings, Ltd. commits up to $1.0 billion to purchase newly issued non-voting exchangeable perpetual preferred stock. Proceeds are earmarked in part to fund the Vantage Group Holdings, Ltd. acquisition and to inject additional equity into Vantage for working capital and general corporate purposes. The preferred stock includes a structured call option for HHH with a minimum return formula, exchange mechanics into Vantage common stock within a 49% ownership cap, and mandatory repurchase triggers linked to change-of-control and other events.

These terms tightly link HHH, Vantage and Pershing Square over multiple fiscal years after the original issue date, with governance protections such as Disinterested Director approvals, consent rights on Vantage equity issuances, and registration rights that can involve an initial public offering or direct listing of Vantage. Actual long-term impact will depend on closing of the Vantage transaction, exercise of call and exchange features, and future board and regulatory approvals cited in the agreement.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 31)

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)

12/17/2025

(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 59,390,960 shares of Common Stock outstanding as of November 3, 2025, as reported in the Form 10-Q of Howard Hughes Holdings Inc. filed on November 10, 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 59,390,960 shares of Common Stock outstanding as of November 3, 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 59,390,960 shares of Common Stock outstanding as of November 3, 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 59,390,960 shares of Common Stock outstanding as of November 3, 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 59,390,960 shares of Common Stock outstanding as of November 3, 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. 31 ("Amendment No. 31") to Schedule 13D is being filed on behalf of the Reporting Persons relating to the entry into an equity commitment letter with, and related proposal to acquire additional securities of, Howard Hughes Holdings Inc., a Delaware corporation (the "Issuer" or "HHH"). This Amendment No. 31 modifies the original Schedule 13D filed on December 4, 2019 (as amended and supplemented prior to the filing of this Amendment No. 31, 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. 31 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 31, 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 December 17, 2025, in connection with the entry into a Purchase and Sale Agreement, dated as of December 17, 2025, by and between Howard Hughes Insurance Holdings, LLC ("Buyer"), HHH, Vantage Group Holdings, Ltd. ("Vantage"), and the other parties thereto (the "Sellers") pursuant to which Buyer shall purchase from Sellers all of Vantage's outstanding shares of capital stock (the "Purchase Agreement" and such purchase, the "Vantage Transaction"), Pershing Square Holdings, Ltd. ("PSH") entered into an equity commitment letter with HHH (the "Equity Commitment Letter"), which is filed as Exhibit 99.39 hereto. Pursuant to the Equity Commitment Letter, PSH has committed, prior to and contingent upon the closing of the Vantage Transaction, to purchase an amount equal to $1.0 billion (or such lesser amount as may be requested by HHH) of HHH's to-be-issued Non-Voting Exchangeable Perpetual Preferred Stock, par value $0.01 per share (such shares collectively, the "Preferred Stock"). The currently proposed terms of the Preferred Stock are summarized below and set forth in greater detail in the Preliminary Summary of Terms attached as Exhibit A to the Equity Commitment Letter ("Term Sheet"), which is filed as Exhibit 99.39 hereto. The proceeds to HHH from the sale of the Preferred Stock shall be used in part to fund the Vantage Transaction and for HHH to contribute indirectly to Vantage additional equity capital to be used for working capital and general corporate purposes. The Preferred Stock will generally rank pari passu with HHH's common stock, shall be non-voting, subject to certain customary protective rights, and shall be perpetual unless exchanged or repurchased. A majority of Disinterested Directors (as defined in the Standstill Agreement between HHH and Pershing Square Holdco, L.P. ("PS Holdco"), dated as of May 5, 2025, which was previously filed as Exhibit 99.33 to the Schedule 13D) of the board of directors of HHH may declare dividends on the Preferred Stock, and if declared, will pay out of the lesser of (i) assets of HHH legally available for the payment of dividends and (ii) pro rata cash dividends that track, on an as-exchanged basis, the dividends or distributions received by HHH indirectly from Vantage. During the period between 60 and 90 days following the end of each of the first seven fiscal years following the date of issuance of the Preferred Stock (the "Original Issue Date") or as may be mutually agreed by the parties, HHH shall have the right, but not the obligation, to repurchase the Preferred Stock in certain tranches (up to all outstanding Preferred Stock) (the "Call Option"). The repurchase price under the Call Option for each share of Preferred Stock shall be equal to the greater of (i) (a) the original issue price of the Preferred Stock plus (b) 4% per annum increase of such issue price through the date of repurchase and (ii) (x) 1.5 times the preceding year-end or quarter-end book value of Vantage multiplied by (y) the corresponding ownership percentage of Vantage represented by such share of Preferred Stock (on an as-exchanged basis). Within 60 days following (i) the end of the seventh fiscal year following the Original Issue Date (subject to the Call Option) and (ii) the end of each subsequent fiscal year, a holder of Preferred Stock may exchange in certain tranches shares of Preferred Stock, without the payment of additional consideration, into a number of shares of common stock of Vantage ("Vantage Common Stock") such that, upon exchange of all Preferred Stock, the holders of Preferred Stock would own, in the aggregate, a fraction of all of the issued and outstanding Vantage Common Stock equal to (i) (a) the aggregate purchase price of the Preferred Stock plus (b) all dividends received by HHH indirectly from Vantage that the Preferred Stock would have received had it been exchanged for Vantage Common Stock (reduced by (but not below zero) all such dividends passed on to holders of the Preferred Stock through a dividend on the Preferred Stock), in each case prior to the date of the applicable exchange plus (c) any dividends owed under the Defaulted Repurchase Dividend Rate (defined below) (reduced by (but not below zero) all such dividends paid to holders of Preferred Stock) divided by (ii) (a) the aggregate purchase price of Vantage in the Vantage Transaction plus (b) any additional capital contributed to Vantage. As a condition to any such exchange, applicable holder(s) of the Preferred Stock will deliver a voting proxy agreement to PS Holdco in a form substantially similar to the Voting Proxy Agreement, dated August 5, 2025, among PS Holdco and certain of its affiliates (each a "PS Fund"), which was previously filed as Exhibit 99.38 to the Schedule 13D (the "Voting Proxy Agreement"), pursuant to which each PS Fund appointed PS Holdco as its proxy and attorney-in-fact to vote all of the Common Stock that such PS Fund holds. In no event will the holders of Preferred Stock be permitted to acquire more than 49% of the total shares of Vantage Common Stock outstanding (the "Ownership Cap") without the approval of a majority of the Disinterested Directors (as defined in the Standstill Agreement). To the extent the holders of Preferred Stock have the right to exchange their Preferred Stock and have delivered a notice requesting such exchange, but are prohibited from completing all or any portion of the exchange due to the Ownership Cap, HHH will repurchase such excess portion of shares of Preferred Stock requested to be exchanged on the same terms as a mandatory repurchase (as further discussed below). HHH shall offer to repurchase all of the outstanding shares of Preferred Stock upon the occurrence of any of the following: a change of control or re-organization of HHH or Vantage, excluding any sales or disposals to or by PSH; a sale of all or substantially all of the assets or business of HHH or Vantage; or material breach of the certificate of designation governing the terms of the Preferred Stock, subject to a customary cure period. The repurchase price for each share of Preferred Stock shall be cash consideration in an amount equal to the greater of (i) the amount that such holder of Preferred Stock would have been entitled to receive under the Call Option and (ii) if the event triggering the mandatory repurchase offer is a transfer of equity in Vantage, the amount that such holder would have received in such transaction if it had exchanged its Preferred Stock into Vantage Common Stock. If not all shares of Preferred Stock are repurchased in full when required (the "Repurchase Date"), then until such shares have been repurchased and the aggregate repurchase price has been paid in full, (a) the unpurchased shares of Preferred Stock shall remain outstanding and beginning on the Repurchase Date, the unpurchased shares of Preferred Stock shall bear a dividend of 10% of the original issue price of the Preferred Stock per annum (the "Defaulted Repurchase Dividend Rate"), to the extent permitted under applicable law and (b) the holders of Preferred Stock shall have customary rights and remedies, including forbearances on the part of HHH from declaring or paying any distributions, dividends, redemptions or otherwise making funds available in respect of securities that rank pari passu or junior to the Preferred Stock, and HHH shall use commercially reasonable efforts to take action to generate sufficient funds to repurchase the remaining shares of Preferred Stock in full, to the extent permitted under applicable law. PSH will have customary registration rights for transactions of this type, which shall expressly include the right to require HHH and Vantage to use reasonable best efforts to conduct an initial public offering or direct listing concurrently with the exchange of Vantage Common Stock. In the event of any additional capital contribution to Vantage, the holders of Preferred Stock shall have the right (but not the obligation) to purchase additional shares of Preferred Stock to participate on a pro rata basis. Among other customary protective rights, PSH shall have a consent right over any primary issuance of any equity securities of Vantage (including any instruments convertible into equity) and shall also have a right of first refusal with respect to any proposed secondary sale of any equity securities of Vantage (including any instruments convertible into equity) to any third party. In the event the exercise of the right of first refusal would cause PSH to exceed the Ownership Cap, the underlying proposed sale shall require the consent of a majority-in-interest of the holders of Preferred Stock. Upon consummation of the Vantage Transaction, it is anticipated that Pershing Square Capital Management, L.P. ("PSCM") will act as investment manager of Vantage's general account and all of Vantage's other investment portfolios. The proposed new investment management agreement for the foregoing is subject to non-disapproval by the Delaware Department of Insurance and approval by a majority of the Disinterested Directors pursuant to the Standstill Agreement. As long as the existing Services Agreement between HHH and PSCM, dated as of May 5, 2025, which was previously filed as Exhibit 99.31 to the Schedule 13D, remains in effect, it is not anticipated that HHH, Vantage or Vantage's subsidiaries will pay any additional investment management or advisory fees to PSCM under such new investment management agreement. HHH shall bear all reasonable and documented expenses incurred by PSH in connection with the purchase of the Preferred Stock up to $4.5 million (provided that expenses incurred by PSH in connection with participating in or facilitating HHH's or Vantage's regulatory filings shall not count towards this maximum). The foregoing description of the Equity Commitment Letter and Preferred Stock does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the Equity Commitment Letter (and Preliminary Summary of Terms attached as Exhibit A thereto), which is attached hereto as Exhibit 99.39 and incorporated herein by reference.
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. 31 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 99.39: Equity Commitment Letter, dated as of December 17, 2025, by and between Pershing Square Holdings, Ltd. 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:	William A. Ackman / Authorized Signatory
Date:	12/19/2025

Pershing Square Holdco, L.P.

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman / Authorized Signatory
Date:	12/19/2025

Pershing Square Holdco GP, LLC

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman / Authorized Signatory
Date:	12/19/2025

PS Holdco GP Managing Member, LLC

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman / Authorized Signatory
Date:	12/19/2025

William A. Ackman

Signature:	/s/ William A. Ackman
Name/Title:	William A. Ackman
Date:	12/19/2025

FAQ

How much of Howard Hughes Holdings Inc. (HHH) stock does Pershing Square report owning in this Schedule 13D/A?

The reporting group led by Pershing Square reports beneficial ownership of 27,852,064 shares of Howard Hughes Holdings Inc. common stock, representing 46.9% of the outstanding class as stated in the filing.

What new financing commitment involving Howard Hughes Holdings Inc. (HHH) is described in this Schedule 13D/A?

Pershing Square Holdings, Ltd. entered into an Equity Commitment Letter with HHH, committing to purchase up to $1.0 billion (or a lesser amount requested by HHH) of newly issued non-voting exchangeable perpetual preferred stock, contingent on closing of the Vantage transaction.

How will Howard Hughes Holdings Inc. (HHH) use the proceeds from the new preferred stock described in the filing?

The filing states that proceeds from the sale of the preferred stock will be used in part to fund the Vantage Transaction and to allow HHH to contribute additional equity capital to Vantage for working capital and general corporate purposes.

What are the key features of the new preferred stock tied to the Vantage transaction for HHH?

The preferred stock is non-voting with certain protective rights, ranks generally pari passu with common stock, and is perpetual unless exchanged or repurchased. HHH has a call option to repurchase it during specified windows at the greater of an issue-price-plus-4% formula or a multiple of Vantage book value, and holders may later exchange into Vantage common stock within a 49% Ownership Cap, subject to conditions.

What triggers mandatory repurchase of the preferred stock related to HHH and Vantage?

HHH must offer to repurchase all outstanding preferred shares upon events such as a change of control or reorganization of HHH or Vantage (excluding certain PSH-related sales), a sale of all or substantially all assets or business of HHH or Vantage, or a material breach of the preferred’s certificate of designation, subject to a cure period.

What happens if HHH does not fully repurchase the preferred stock when required?

If all preferred shares are not repurchased in full on the required repurchase date, unpurchased shares remain outstanding and begin bearing a 10% per annum dividend on the original issue price, referred to as the Defaulted Repurchase Dividend Rate, along with additional holder rights and forbearance requirements for HHH.

What governance and registration rights does Pershing Square receive in connection with HHH and Vantage?

The filing states that Pershing Square Holdings, Ltd. receives customary registration rights, including the right to require HHH and Vantage to use reasonable best efforts to conduct an IPO or direct listing of Vantage common stock in connection with exchanges. PSH also has consent rights over primary equity issuances by Vantage and a right of first refusal on certain secondary sales, subject to the 49% Ownership Cap.