Amendment: SEC Form SCHEDULE 13D/A filed by Howard Hughes Holdings Inc.
$HHH
Real Estate Investment Trusts
Real Estate
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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
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| 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: |
| ||||||||
| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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
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| 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: |
| ||||||||
| 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.
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