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SCHEDULE 13D/A 0000950123-10-107487 0001336528 XXXXXXXX LIVE 26 Common Stock, par value $0.01 per share 04/05/2025 false 0001981792 44267T102 Howard Hughes Holdings Inc. 9950 WOODLOCH FOREST DRIVE 11TH FLOOR THE WOODLANDS TX 77380 Halit Coussin (212) 813-3700 Pershing Square Capital Management, L.P. 787 Eleventh Avenue, 9th Floor New York NY 10019 0001336528 Pershing Square Capital Management, L.P. OO DE 0 18852064 0 18852064 18852064 N 37.4 IA Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K. Y Pershing Square Holdco, L.P. OO DE 0 18852064 0 18852064 18852064 N 37.4 PN Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K. Y Pershing Square Holdco GP, LLC OO DE 0 18852064 0 18852064 18852064 N 37.4 OO Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K. Y PS Holdco GP Managing Member, LLC OO DE 0 18852064 0 18852064 18852064 N 37.4 OO Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K. Y William A. Ackman OO X1 0 18852064 0 18852064 18852064 N 37.4 IN Item 13 Footnote: This calculation is based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Form 10-K. Common Stock, par value $0.01 per share Howard Hughes Holdings Inc. 9950 WOODLOCH FOREST DRIVE 11TH FLOOR THE WOODLANDS TX 77380 This amendment No. 26 ("Amendment No. 26") to Schedule 13D is being filed on behalf of the Reporting Persons relating to the common stock, par value $0.01 per share, of Howard Hughes Holdings Inc., a Delaware corporation (the "Issuer"). This Amendment No. 26 modifies the original Schedule 13D filed on December 4, 2019 (as amended and supplemented prior to the filing of this Amendment No. 26, 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. 26 shall have the meanings set forth in the Schedule 13D. Except as specifically amended by this Amendment No. 26, the Schedule 13D is unchanged. This statement on Schedule 13D relates to the Common Stock of Howard Hughes Holdings Inc., a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 9950 Woodloch Forest Drive, Suite 1100, The Woodlands, TX, 77380. The Reporting Persons (as defined below) beneficially own 18,852,064 shares of Common Stock (the "Subject Shares"). The Subject Shares represent approximately 37.4% of the outstanding shares of Common Stock, based on 50,405,101 shares of Common Stock outstanding as of February 19, 2025, as reported in the Issuer's Form 10-K filed on February 26, 2025 for the fiscal year ended December 31, 2024 (the "Form 10-K"). Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following information: "The information set forth in Item 4 of Amendment No. 26 is incorporated by reference into this Item 3 as if restated in full." Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: "Reference is made to the Standstill Agreement as described in Item 4 of Amendment No. 24 to Schedule 13D filed on March 3, 2025 and the Standstill Agreement Extension as described in Item 4 of Amendment No. 25 to Schedule 13D filed on March 12, 2025 on behalf of the Reporting Persons relating to the Common Stock of the Issuer. On March 2, 2025, in furtherance of continuing discussions regarding the New Proposal, PSCM and the Issuer entered into the Standstill Agreement, set to expire at 5:00 p.m. (Eastern Time) on March 13, 2025. On March 11, 2025, PSCM and the Issuer entered into the Standstill Agreement Extension whereby the parties agreed to extend the term of the Standstill Agreement until 5:00 p.m. (Eastern Time) on April 7, 2025. On April 5, 2025, PSCM and the Issuer entered into another letter agreement (the "Second Standstill Agreement Extension") whereby the parties agreed to further extend the terms of the Standstill Agreement until 5:00 p.m. (Eastern Time) on April 15, 2025. Attached as Exhibit 99.27 to the Schedule 13D is a copy of the Second Standstill Agreement Extension, which is incorporated herein by reference. The foregoing description of the Second Standstill Agreement Extension is not necessarily complete and is qualified in its entirety by reference to Exhibit 99.27. No assurances can be given regarding the terms and details of any potential transaction, that the New Proposal or any other proposal made by the Reporting Persons regarding any potential transaction will be accepted by the Issuer or its Special Committee, that definitive documents relating to any such potential transaction will be executed, or that a potential transaction will be consummated in accordance with such documents, if at all. Neither the Schedule 13D nor the New Proposal is an offer to purchase or a solicitation of an offer to sell any securities. Any solicitation or offer will only be made through separate materials filed with the U.S. Securities and Exchange Commission. Holders of Common Stock of the Issuer and other interested parties are urged to read these materials when and if they become available because they will contain important information. Holders of Common Stock of the Issuer will be able to obtain such documents (when and if available) free of charge at the Commission's web site, www.sec.gov. The Reporting Persons reserve the right to modify or withdraw the New Proposal at any time. While the New Proposal remains under consideration by the Issuer, the Reporting Persons expect to respond to inquiries from, and negotiate the terms of the New Proposal with, the Special Committee of the Issuer's Board of Directors formed to evaluate the New Proposal and such Special Committee's representatives. The Reporting Persons may elect not to update or provide additional disclosures regarding the New Proposal until a definitive agreement has been reached, or unless disclosure is otherwise required under applicable securities laws." 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. 26 is incorporated by reference into this Item 6 as if restated in full." Item 7 of the Schedule 13D is hereby amended and supplemented by adding a reference to the following exhibit: Exhibit 99.27 Second Standstill Agreement Extension, dated as of April 5, 2025, by and between PSCM and the Issuer. Pershing Square Capital Management, L.P. /s/ William A. Ackman Authorized Signatory 04/07/2025 Pershing Square Holdco, L.P. /s/ William A. Ackman Authorized Signatory 04/07/2025 Pershing Square Holdco GP, LLC /s/ William A. Ackman Authorized Signatory 04/07/2025 PS Holdco GP Managing Member, LLC /s/ William A. Ackman Authorized Signatory 04/07/2025 William A. Ackman /s/ William A. Ackman William A. Ackman 04/07/2025