0001140361-26-017890.txt : 20260429 0001140361-26-017890.hdr.sgml : 20260429 20260429190246 ACCESSION NUMBER: 0001140361-26-017890 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20260429 DATE AS OF CHANGE: 20260429 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Howard Hughes Holdings Inc. CENTRAL INDEX KEY: 0001981792 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] ORGANIZATION NAME: 05 Real Estate & Construction EIN: 931869991 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-94168 FILM NUMBER: 26919036 BUSINESS ADDRESS: STREET 1: 9950 WOODLOCH FOREST DRIVE STREET 2: 11TH FLOOR CITY: THE WOODLANDS STATE: TX ZIP: 77380 BUSINESS PHONE: 6463543406 MAIL ADDRESS: STREET 1: 9950 WOODLOCH FOREST DRIVE STREET 2: 11TH FLOOR CITY: THE WOODLANDS STATE: TX ZIP: 77380 FORMER COMPANY: FORMER CONFORMED NAME: Howard Hughes Holding Corp DATE OF NAME CHANGE: 20230615 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Pershing Square Capital Management, L.P. CENTRAL INDEX KEY: 0001336528 ORGANIZATION NAME: EIN: 383694136 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A BUSINESS ADDRESS: STREET 1: 787 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 212-813-3700 MAIL ADDRESS: STREET 1: 787 11TH AVENUE STREET 2: 9TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0001193125-19-306193 0001336528 XXXXXXXX LIVE 32 Common Stock, par value $0.01 per share 04/27/2026 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 N Pershing Square Capital Management, L.P. OO DE 9000000.00 0.00 9000000.00 18852064.00 27852064.00 46.7 IA Item 13 Footnote: This calculation is based on 59,636,343 shares of Common Stock outstanding as of February 12, 2026, as reported in the Issuer's Annual Report on Form 10-K for the year ended December 31 2025 (the "Form 10-K"). Y Pershing Square HHH Holdings, LLC OO NV 9000000.00 0 9000000.00 0 9000000.00 15.1 OO Item 13 Footnote: This calculation is based on 59,636,343 shares of Common Stock outstanding as of February 12, 2026, as reported in the Form 10-K. Y Pershing Square Inc. OO NV 9000000.00 18852064.00 9000000.00 18852064.00 27852064.00 46.7 CO Item 13 Footnote: This calculation is based on 59,636,343 shares of Common Stock outstanding as of February 12, 2026, as reported in the Form 10-K. Y Pershing Square Partner Group, LLC OO DE 9000000.00 18852064.00 9000000.00 18852064.00 27852064.00 46.7 OO Item 13 Footnote: This calculation is based on 59,636,343 shares of Common Stock outstanding as of February 12, 2026, as reported in the Form 10-K. Y Pershing Square Management, LLC OO DE 9000000.00 18852064.00 9000000.00 18852064.00 27852064.00 46.7 OO Item 13 Footnote: This calculation is based on 59,636,343 shares of Common Stock outstanding as of February 12, 2026, as reported in the Form 10-K. Y William A. Ackman OO X1 9000000.00 18852064.00 9000000.00 18852064.00 27852064.00 46.7 IN Item 13 Footnote: This calculation is based on 59,636,343 shares of Common Stock outstanding as of February 12, 2026, 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. 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(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")." 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." 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. 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." 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." The information set forth in Item 2(a) is incorporated into this Item 2(f) by reference. 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." 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 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 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. Pershing Square Capital Management, L.P. /s/ William A. Ackman Authorized Signatory 04/29/2026 Pershing Square HHH Holdings, LLC /s/ William A. Ackman Authorized Signatory 04/29/2026 Pershing Square Inc. /s/ William A. Ackman Authorized Signatory 04/29/2026 Pershing Square Partner Group, LLC /s/ William A. Ackman Authorized Signatory 04/29/2026 Pershing Square Management, LLC /s/ William A. Ackman Authorized Signatory 04/29/2026 William A. Ackman /s/ William A. Ackman William A. Ackman 04/29/2026 EX-99.40 2 ef2007180699_ex99-40.htm EXHIBIT 99.40
EXHIBIT 99.40
 
The name of each director and executive officer of Pershing Square Inc. is set forth below.
 
The business address of each person listed below is c/o Pershing Square Inc., 787 Eleventh Avenue, 9th Floor, New York, New York 10019.
 
The present principal occupation or employment of each of the listed persons is set forth below.
 
   
NAME
POSITION
PRESENT PRINCIPAL OCCUPATION
   
William A. Ackman
Chief Executive Officer and Chairman of the Board
Chief Executive Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Ryan Israel
Chief Investment Officer and Director
Chief Investment Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Halit Coussin
Chief Legal Officer, Chief Compliance Officer and Director
Chief Legal Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Michael Gonnella
Chief Financial Officer
Chief Financial Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Ben Hakim
President and Director
President of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
David Coppel Calvo
Director
Chief Commercial Officer, Vice President of Investment and Board Member of Grupo Coppel
   
Kerry Murphy Healey
Director
Lecturer at the Princeton School of Public and International Affairs
   
Orion Hindawi
Director
Executive Chairman and former CEO of Tanium
   
Marco Kheirallah
Director
Founding partner of Lumina Capital Management
   
Nicholas M. Lamotte
Director
Executive Chairman of Consulta Limited
 
 
 
 EX-99.41 3 ef2007180699_ex99-41.htm EXHIBIT 99.41
EXHIBIT 99.41
 
The name of each member of Pershing Square Management, LLC is set forth below.
 
The business address of each person listed below is c/o Pershing Square Management, LLC, 787 Eleventh Avenue, 9th Floor, New York, New York 10019.
 
Each person is a citizen of the United States of America. The present principal occupation or employment of each of the listed persons is set forth below.
 
  
NAME
PRESENT PRINCIPAL OCCUPATION
   
William A. Ackman
Chief Executive Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Ryan Israel
Chief Investment Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.        
   
Ben Hakim
President of Pershing Square Capital Management, L.P. and Pershing Square Inc.        
   
Michael Gonnella
Chief Financial Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Halit Coussin
Chief Legal Officer of Pershing Square Capital Management, L.P. and Pershing Square Inc.
   
Anthony Massaro
Member of Investment Team of Pershing Square Capital Management, L.P. and Pershing Square Inc.
 
 
 
EX-99.42 4 ef2007180699_ex99-42.htm EXHIBIT 99.42
EXHIBIT 99.42
 
JOINT FILING AGREEMENT
 
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, each of the undersigned hereby agrees to the joint filing, along with all other such undersigned, on behalf of the Reporting Persons (as defined in the joint filing), of a statement on Schedule 13D (including amendments thereto) with respect to the common stock, no par value, of Howard Hughes Holdings Inc., and that this agreement be included as an Exhibit 99.42 to such joint filing. This agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument. The undersigned acknowledge that each shall be responsible for the timely filing of any amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others.
 
IN WITNESS WHEREOF, each of the undersigned hereby executes this agreement as of this 29th day of April, 2026.
 
     
 
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
 
By: Pershing Square Management, LLC, its managing member
 
 
 
 
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
 
 
 EX-99.43 5 ef2007180699_ex99-43.htm EXHIBIT 99.43
EXHIBIT 99.43
 
JOINDER TO THE REGISTRATION RIGHTS AGREEMENT
 
The undersigned is executing and delivering this joinder agreement (this “Joinder”) pursuant to the Registration Rights Agreement, dated as of May 5, 2025 (the “Registration Rights Agreement”), entered into by and between Howard Hughes Holdings Inc. (the “Company”) and Pershing Square Holdco, L.P., Pershing Square, L.P., Pershing Square Holdings, Ltd. and Pershing Square International, Ltd. (each, a “Purchaser”). Capitalized terms used herein but not otherwise defined shall have the meanings set forth in the Registration Rights Agreement.
 
By executing and delivering this Joinder to the Company, the undersigned hereby agrees to become a party to the Registration Rights Agreement, and shall accept and be subject to, and comply with the terms, conditions and provisions of the Registration Rights Agreement as a Purchaser and a Holder thereunder, and shall be entitled to the rights and benefits and subject to the duties and obligations of a Purchaser and a Holder thereunder in the same manner as if the undersigned was an original signatory to the Registration Rights Agreement.
 
Accordingly, the undersigned has executed and delivered this Joinder effective as of April 27, 2026.
 
   
 
PERSHING SQUARE HHH HOLDINGS, LLC
     
 
By:
Pershing Square Holdco, L.P., its sole member
     
 
By:
/s/ William A. Ackman
     
 
Name:
William A. Ackman
     
 
Title: 
Chief Executive Officer
 
   
Agreed and Accepted:
  
     
HOWARD HUGHES HOLDINGS INC.
  
     
By:
/s/ Joseph Valane
  
     
Name:
Joseph Valane
  
     
Title:
General Counsel