HHH / Howard Hughes Holdings Inc. - Pemfailan SEC, Laporan Tahunan, Penyata Proksi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

HOWARD HUGHES HOLDINGS INC. REPORTS SECOND QUARTER 2025 RESULTS Strong demand and record pricing for MPC land, along with solid Operating Assets performance, support robust full-year outlook and revised upward guidance

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. REPORTS SECOND QUARTER 2025 RESULTS Strong demand and record pricing for MPC land, along with solid Operating Assets performance, support robust full-year outlook and revised upward guidance THE WOODLANDS, Texas, August 6, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company,” “HHH,” “Howard Hughes,” or “we”) today announced operating results for th

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended June 30, 2025 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements.

hhhsupplemental2q25 Howard Hughes Holdings Inc. Supplemental Information Three Months Ended June 30, 2025 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, object

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 HOWARD HUGHES HOLDIN

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 6, 2025 HOWARD HUGHES HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 ☐ Transition report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-41779 HOWARD HUGHES HOLDINGS INC. (Exact name of registrant as

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 (June 27, 2025) HOWARD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 1, 2025 (June 27, 2025) HOWARD HUGHES HOLDINGS INC.

SEPARATION AND RELEASE AGREEMENT

Exhibit 99.1 SEPARATION AND RELEASE AGREEMENT This Separation and Release Agreement (hereinafter “Release”) is entered into among L. Jay Cross (hereinafter “Executive”) and Howard Hughes Holdings Inc., a Delaware corporation (the “Company”). NOW THEREFORE, in consideration of certain payments and benefits under the Employment Agreement, Executive and the Company agree as follows: 1.            Ter

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 (June 4, 2025) HOWARD

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 10, 2025 (June 4, 2025) HOWARD HUGHES HOLDINGS INC.

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended March 31, 2025 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements.

hhhsupplemental1q25 Howard Hughes Holdings Inc. Supplemental Information Three Months Ended March 31, 2025 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objec

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 7, 2025 HOWARD HUGHES HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 ☐ Transition report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2025 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-41779 HOWARD HUGHES HOLDINGS INC. (Exact name of registrant a

HOWARD HUGHES HOLDINGS INC. REPORTS FIRST QUARTER 2025 RESULTS Strong start to the year affirms expectations for record MPC and Operating Assets performance in 2025

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. REPORTS FIRST QUARTER 2025 RESULTS Strong start to the year affirms expectations for record MPC and Operating Assets performance in 2025 THE WOODLANDS, Texas, May 7, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company,” “HHH,” “Howard Hughes,” or “we”) today announced operating results for the first quarter ended March 31, 2025. The financial state

Share Purchase Agreement, dated May 5, 2025, by and between the Company and Pershing Square Holdco, L.P.

Exhibit 10.1 SHARE PURCHASE AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Holdco, L.P. Dated as of May 5, 2025 TABLE OF CONTENTS Page 1. Purchase and Sale 1 2. Closing 1 3. Deliverables at Closing 1 4. Closing Conditions 2 5. Representations and Warranties 2 6. Miscellaneous 17 SHARE PURCHASE AGREEMENT This SHARE PURCHASE AGREEMENT, dated as of May 5, 2025 (this “Agreeme

Pershing Square to Invest $900 million to Acquire Nine Million Newly Issued Shares of Howard Hughes Holdings and Transform HHH Into a Diversified Holding Company Pershing Square to Support HHH’s Strategic Expansion Through Investment, Advisory, and O

Exhibit 99.1 HHH Transaction Agreement Press Release FOR IMMEDIATE RELEASE Pershing Square to Invest $900 million to Acquire Nine Million Newly Issued Shares of Howard Hughes Holdings and Transform HHH Into a Diversified Holding Company Pershing Square to Support HHH’s Strategic Expansion Through Investment, Advisory, and Other Resources HHH Will Operate as a Diversified Holding Company Seeking to

Services Agreement, dated May 5, 2025, by and between the Company and Pershing Square Capital Management, L.P.

Exhibit 10.2 SERVICES AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Capital Management, L.P. Dated as of May 5, 2025 Table of Contents Page Article 1 INTERPRETATION 1 1.1 Definitions 1 1.2 Headings and Table of Contents 8 1.3 Gender and Number 8 1.4 Actions by the Service Provider or the Service Recipient 8 1.5 Currency 8 1.6 Invalidity of Provisions 8 Article 2 APPOINTM

Shareholder Agreement, dated May 5, 2025, by and between the Company, Pershing Square Holdco, L.P., and Pershing Square Capital Management, L.P.

Exhibit 10.3 SHAREHOLDER AGREEMENT by and among Howard Hughes Holdings Inc., Pershing Square Holdco, L.P. and Pershing Square Capital Management, L.P. Dated as of May 5, 2025 Table of Contents Page 1. Definitions 1 2. Subscription Right 4 3. Board of Directors 8 4. Transfer Restrictions 11 5. Certain Actions 11 6. Notices 12 7. Assignment; Third Party Beneficiaries 13 8. Inurement 13 9. Prior Nego

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2025 Howard Hughes Holding

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 4, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Numbe

Registration Rights Agreement, dated May 5, 2025, by and between the Company, Pershing Square Holdco, L.P. and Pershing Square Capital Management, L.P. on behalf of certain of its affiliates

Exhibit 10.5 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT, dated as of May 5, 2025 (this “Agreement”), is entered into by and between the entities listed in Schedule I hereto (the “Purchasers”), and Howard Hughes Holdings Inc., a Delaware corporation (the “Company”). RECITALS WHEREAS, Pershing Square Holdco, L.P. has, pursuant to the terms of that certain Share Purchase Agreeme

Standstill Agreement, dated May 5, 2025, by and between the Company and Pershing Square Holdco, L.P

Exhibit 10.4 STANDSTILL AGREEMENT by and between Howard Hughes Holdings Inc. and Pershing Square Holdco, L.P. Dated as of May 5, 2025 TABLE OF CONTENTS Article I DEFINITIONS 1 Section 1.1 Defined Terms 1 Article II COMPANY RELATED PRINCIPLES 6 Section 2.1 Board of Directors 6 Section 2.2 Voting 7 Section 2.3 Related Party Transactions 8 Section 2.4 No Other Voting Restrictions 8 Article III INVEST

Howard Hughes Extends Standstill Agreement with Pershing Square to May 30, 2025

Exhibit 99.1 Howard Hughes Extends Standstill Agreement with Pershing Square to May 30, 2025 THE WOODLANDS, Texas, April 30, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today further extended its previously announced standstill agreement with Pershing Square Capital Management L.P. (“Pershing Square”). The standstill agreement will now remain in effect until May 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Howard Hughes Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 30, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRAN

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A (Amendment No. 1) (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from     to Commis

Howard Hughes Extends Standstill Agreement with Pershing Square to April 30, 2025

Exhibit 99.1 Howard Hughes Extends Standstill Agreement with Pershing Square to April 30, 2025 THE WOODLANDS, Texas, April 14, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today further extended its previously announced standstill agreement with Pershing Square Capital Management L.P. (“Pershing Square”). The standstill agreement will now remain in effect until April 30,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 Howard Hughes Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 14, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Nu

Howard Hughes Extends Standstill Agreement with Pershing Square to April 15, 2025

Exhibit 99.1 Howard Hughes Extends Standstill Agreement with Pershing Square to April 15, 2025 THE WOODLANDS, Texas, April 7, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today further extended its previously announced standstill agreement with Pershing Square Capital Management L.P. (“Pershing Square”). The standstill agreement will now remain in effect until April 15,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 Howard Hughes Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 7, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Num

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 Howard Hughes Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 1, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Num

AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Exhibit 99.3 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement (the “Original Employment Agreement”), dated as of December 29, 2023, by and between Howard Hughes Holding Inc., a Delaware corporation (“the Company”) and Joseph Valane (the “Executive”) is entered into effective as of April 1, 2025 (the “Amendment Effective Date”). Ca

AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

Exhibit 99.2 AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) to that certain Employment Agreement (the “Original Employment Agreement”), dated as of January 12, 2022, by and between The Howard Hughes Corporation, a Delaware corporation (“HHC”) and Carlos Olea (the “Executive”), as assigned by HHC to Howard Hughes Holdings Inc. (the “Company”) pursuant to that certai

AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT

Exhibit 99.1 AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT NO. 2 (this “Amendment”) to that certain Second Amended and Restated Employment Agreement (the “Employment Agreement”), dated as of December 1, 2020, by and between The Howard Hughes Corporation, a Delaware corporation (“HHC”) and David R. O’Reilly (the “Executive”), as assigned by HHC to Howard Hughes

Howard Hughes Extends Standstill Agreement with Pershing Square

Exhibit 99.1 Howard Hughes Extends Standstill Agreement with Pershing Square THE WOODLANDS, Texas, March 12, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today announced an extension to the previously announced standstill agreement with Pershing Square Capital Management L.P. (“Pershing Square”). The standstill agreement will now remain in effect until April 7, 2025, unl

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 Howard Hughes Hold

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 12, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 Howard Hughes Holdi

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 3, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Num

Howard Hughes Special Committee Provides Update on Engagement with Pershing Square

Exhibit 99.1 Howard Hughes Special Committee Provides Update on Engagement with Pershing Square THE WOODLANDS, Texas, March 3, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) announced that the Special Committee of its Board of Directors (the “Special Committee”) responded to Pershing Square Capital Management L.P. (“Pershing Square”) indicating that the proposal received o

Amendment No. 1 to Second Amended and Restated Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc. and David O’Reilly

Exhibit 10.20 AMENDMENT NO. 1 TO SECOND AMENDED AND RESTATED EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Second Amended and Restated Employment Agreement (the “Employment Agreement”), dated as of December 1, 2020, by and between The Howard Hughes Corporation, a Delaware corporation (“HHC”) and David R. O’Reilly (the “Executive”), as assigned by HHC to Howard Hughes

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints David R. O'Reilly as the undersigned's true and lawful attorney and agent, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Howard Hughes Holdings Inc. for the year ended Dec

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41779 HOWARD HUGHES H

Employment Agreement between Howard Hughes Holdings Inc. and Joseph Valane dated December 29, 2023

Exhibit 10.23 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated as of December 29, 2023, is entered into by and between Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), and Joseph Valane (the “Executive”). RECITALS WHEREAS, the Company desires to employ the Executive upon and subject to the terms, conditions, rights and obligations set forth in this Agree

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 26, 2025 HOWARD HUGHES HOLDINGS INC.

HOWARD HUGHES HOLDINGS INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Strong fourth quarter performance leads to record financial results across all segments— MPC and Operating Assets momentum expected to continue into 2025

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. REPORTS FOURTH QUARTER AND FULL YEAR 2024 RESULTS Strong fourth quarter performance leads to record financial results across all segments— MPC and Operating Assets momentum expected to continue into 2025 THE WOODLANDS, Texas, February 26, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company,” “HHH,” or “we”) today announced operating results for the

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended December 31, 2024 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statemen

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended December 31, 2024 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future per

Amendment No. 1 to Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc. and Carlos Olea

Exhibit 10.22 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement (the “Employment Agreement”), dated as of January 12, 2022, by and between The Howard Hughes Corporation, a Delaware corporation (“HHC”) and Carlos Olea (the “Executive”), as assigned by HHC to Howard Hughes Holdings Inc. (the “Company”) pursuant to that certain Assign

Amendment No. 1 to Employment Agreement, effective as of January 1, 2024, between Howard Hughes Holdings Inc. and L. Jay Cross

Exhibit 10.21 AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This AMENDMENT NO. 1 (this “Amendment”) to that certain Employment Agreement (the “Employment Agreement”), dated as of December 1, 2020, by and between The Howard Hughes Corporation, a Delaware corporation (“HHC”) and L. Jay Cross (the “Executive”), as assigned by HHC to Howard Hughes Holdings Inc. (the “Company”) pursuant to that certain Assig

Insider Trading Policy

Exhibit 19.1 HOWARD HUGHES HOLDINGS INC. Insider Trading Policy I.Introduction The purpose of this Insider Trading Policy (the “Policy”) is to promote compliance with applicable securities laws by Howard Hughes Holdings Inc. (the “Company” or “HHH”) and its subsidiaries and all directors, officers and employees thereof (and members of the forgoing persons’ immediate families and households), in or

List of Subsidiaries

Exhibit 21.1 HOWARD HUGHES HOLDINGS INC. LIST OF SUBSIDIARIES Entity Jurisdiction 10 CCC, LLC Delaware 10/20/30 CCC Parking Deck, LLC Delaware 20 CCC, LLC Delaware 30 CCC, LLC Delaware 40 CCC, LLC Delaware 40 CCC Parking Deck, LLC Delaware 50 CCC, LLC Delaware 50/60/70 CCC Parking Deck, LLC Delaware 60 CCC, LLC Delaware 2 Waterway Holdings, LLC Delaware 3 Waterway Holdings, LLC Texas 4 Waterway Ho

Howard Hughes Confirms Receipt of Revised Unsolicited Proposal from Pershing Square No Stockholder Action Required at this Time

Exhibit 99.1 Howard Hughes Confirms Receipt of Revised Unsolicited Proposal from Pershing Square No Stockholder Action Required at this Time THE WOODLANDS, Texas, February 18, 2025 - Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today confirmed the Board’s receipt of a revised proposal (the “Revised Proposal”) from Pershing Square Capital Management L.P. (“Pershing Square”). As

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 Howard Hughes H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 18, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File

2 Disclaimer The presentation is confidential and is intended solely for the information of the Board of Directors of Howard Hughes Holdings Inc. (“HHH” or the “company”) to whom it has been delivered or made available by Pershing Square Holdco, L.P.

Exhibit 99.23 Discussion Materials for the Special Committee*February 2025 * Filed as an exhibit to Amendment No. 23 to Schedule 13D dated February 18, 2025. Reflects, for purposes of public disclosure, redactions and non-substantive presentation changes to the materials used by representatives of Pershing Square in its meeting with the Special Committee of HHH. 2 Disclaimer The presentation is co

SCHEDULE I

Exhibit 99.24 SCHEDULE I The name of each member of PS Holdco GP Managing Member, LLC is set forth below. The business address of each person listed below is c/o PS Holdco GP Managing Member, 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 for

[Pershing Square letterhead]

Exhibit 99.22 [Pershing Square letterhead] January 13, 2025 The Board of Directors Howard Hughes Holdings Inc. 9950 Woodloch Forest Drive, Suite 1100 The Woodlands, Texas 77380 Dear HHH Board, While we are pleased with the substantial business progress Howard Hughes Holdings (“HHH” or the “Company”) has made over the more than 14 years since it went public, we, like other long-term shareholders an

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Howard Hughes Ho

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): January 13, 2025 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File

-2- stock price1 and a premium of 18.4% to the closing price this past Friday – and the balance in stock of the post-merger company, the future business plan of which I describe in greater detail below. Pursuant to the Merger, the Company’s stockhold

Exhibit 99.2 Pershing Square Capital Management, L.P. 787 Eleventh Avenue, 9th Floor New York, NY 10019 T 212.813.3700 F 212.286.1133 January 13, 2025 The Board of Directors Howard Hughes Holdings Inc. 9950 Woodloch Forest Drive, Suite 1100 The Woodlands, Texas 77380 Dear HHH Board, While we are pleased with the substantial business progress Howard Hughes Holdings (“HHH” or the “Company”) has made

Howard Hughes Confirms Receipt of Unsolicited Acquisition Proposal from Pershing Square No Stockholder Action Required at this Time

Exhibit 99.1 Howard Hughes Confirms Receipt of Unsolicited Acquisition Proposal from Pershing Square No Stockholder Action Required at this Time THE WOODLANDS, Texas, Jan. 13, 2025 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today confirmed the Board’s receipt of a proposal from Pershing Square Capital Management LP (“Pershing Square”) under which Pershing Square has propose

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 ☐ Transition report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-41779 HOWARD HUGHES HOLDINGS INC. (Exact name of registra

HOWARD HUGHES HOLDINGS INC. REPORTS THIRD QUARTER 2024 RESULTS Strong demand for MPC residential land and impressive financial performance across the portfolio solidify positive full-year outlook with upgraded guidance in all segments

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. REPORTS THIRD QUARTER 2024 RESULTS Strong demand for MPC residential land and impressive financial performance across the portfolio solidify positive full-year outlook with upgraded guidance in all segments THE WOODLANDS, Texas, November 4, 2024 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company,” “HHH,” or “we”) today announced operating results for t

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended September 30, 2024 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking stateme

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended September 30, 2024 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future pe

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 4, 2024 HOWARD HUGHES HOLDINGS INC.

Howard Hughes Holdings Forms Special Committee to Evaluate Potential Take-Private Announcement follows public statement by Company’s largest stockholder that it is evaluating the possibility of making a proposal to take HHH private

Exhibit 99.1 Howard Hughes Holdings Forms Special Committee to Evaluate Potential Take-Private Announcement follows public statement by Company’s largest stockholder that it is evaluating the possibility of making a proposal to take HHH private THE WOODLANDS, Texas, Aug. 8, 2024 - Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today announced that Pershing Square Capital Manageme

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 8, 2024 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Nu

HHH / Howard Hughes Holdings Inc. / Pershing Square Capital Management, L.P. Activist Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 21)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securities) 44267T

HOWARD HUGHES HOLDINGS ANNOUNCES COMPLETION OF SPINOFF OF SEAPORT ENTERTAINMENT GROUP

Exhibit 99.1 HOWARD HUGHES HOLDINGS ANNOUNCES COMPLETION OF SPINOFF OF SEAPORT ENTERTAINMENT GROUP THE WOODLANDS, Texas (August 1, 2024) - Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) today announced the completion of the spinoff of the Company's Seaport Entertainment division into a separate public company, Seaport Entertainment Group Inc., effective 11:59 p.m. Eastern Time on

Separation Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc. and Seaport Entertainment Group Inc.

Exhibit 2.1 SEPARATION AND DISTRIBUTION AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31 2024 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 1.1 Definitions 2 1.2 Interpretation 13 Article II. Separation 14 2.1 Transfers of Assets and Assumptions of Liabilities; Seaport Entertainment Assets; HHH Assets 14 2.2 Trial Balance 19 2.3 Closin

Employee Matters Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc. and Seaport Entertainment Group Inc.

Exhibit 10.3 EMPLOYEE MATTERS AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024 TABLE OF CONTENTS Page Article I. DEFINED TERMS 2 1.1 Certain Defined Terms 2 1.2 Interpretation 6 Article II. general principles 6 2.1 Nature of Liabilities 6 2.2 General Allocation of Liabilities and Assets 6 2.3 No Changes to Certain Benefit Plans as

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 31, 2024 HOWARD HUGHES HOLDINGS INC. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Num

Tax Matters Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc. and Seaport Entertainment Group Inc.

Exhibit 10.2 Execution Version Tax Matters Agreement By and Between HOWARD HUGHES HOLDINGS INC. and SEAPORT ENTERTAINMENT GROUP INC. Dated as of July 31, 2024 TABLE OF CONTENTS Page Article I. DEFINITIONS 2 1.1 Definition of Terms 2 Article II. Allocation of Tax Liabilities and Tax-Related Losses 9 2.1 General Rule 9 2.2 General Allocation Principles 10 2.3 Allocation Conventions 11 Article III. P

Transition Services Agreement, dated July 31, 2024, between Howard Hughes Holdings Inc. and Seaport Entertainment Group Inc.

Exhibit 10.1 TRANSITION SERVICES AGREEMENT BY AND BETWEEN HOWARD HUGHES HOLDINGS INC. AND SEAPORT ENTERTAINMENT GROUP INC. DATED AS OF JULY 31, 2024 TABLE OF CONTENTS Article I. DEFINITIONS; INTERPRETATION 1 1.1 Definitions 1 1.2 Interpretation 1 Article II. SERVICES 2 2.1 Provision of Services 2 2.2 Service Modifications 3 2.3 Service Standard 4 Article III. FEES AND PAYMENT 5 3.1 Fees 5 3.2 Paym

HOWARD HUGHES HOLDINGS INC. REPORTS SECOND QUARTER 2024 RESULTS Strong performance continues across core businesses with record-setting price per acre in MPCs and improved full-year guidance for Operating Assets and Condos

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. REPORTS SECOND QUARTER 2024 RESULTS Strong performance continues across core businesses with record-setting price per acre in MPCs and improved full-year guidance for Operating Assets and Condos THE WOODLANDS, Texas, July 26, 2024 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company,” “HHH,” or “we”) today announced operating results for the second quart

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 ☐ Transition report pursuant to S

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended June 30, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-41779 HOWARD HUGHES HOLDINGS INC. (Exact name of registrant as

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 26, 2024 HOWARD HUGHES HOLDINGS INC.

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended June 30, 2024 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements.

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended June 30, 2024 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future perform

First Amendment to Standby Purchase Agreement, dated as of July 23, 2024, among Seaport Entertainment, Issuer, PSH, PSLP and PSI.

EX-99.21 2 c109598ex99-21.htm Exhibit 99.21 FIRST AMENDMENT TO STANDBY PURCHASE AGREEMENT This First Amendment (this “Amendment”) to the Standby Purchase Agreement is effective as of July 23, 2024 (the “Effective Date”) by and among Seaport Entertainment Group Inc., a corporation existing under the laws of Delaware (the “SEG”), Howard Hughes Holdings Inc., a corporation existing under the laws of

HHH / Howard Hughes Holdings Inc. / Pershing Square Capital Management, L.P. Activist Investment

SC 13D/A 1 c109598sc13da.htm SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 20)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title o

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 18, 2024 HOWARD HUGHES HOLDINGS INC.

HOWARD HUGHES HOLDINGS INC. BOARD OF DIRECTORS APPROVES SEPARATION OF SEAPORT ENTERTAINMENT GROUP INC.

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. BOARD OF DIRECTORS APPROVES SEPARATION OF SEAPORT ENTERTAINMENT GROUP INC. THE WOODLANDS, Texas (July 18, 2024) - Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company” or “HHH”) announced today that its Board of Directors has authorized and declared a pro rata distribution (the “Distribution”) of 100% of the outstanding shares of common stock of Seaport En

JOINT FILING AGREEMENT

EX-99.1 2 d840581dex991.htm EX-99.1 Exhibit 99.1 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 res

HHH / Howard Hughes Holdings Inc. / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d840581dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 19)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per shar

SEAPORT ENTERTAINMENT GROUP INC. INVESTOR RIGHTS AGREEMENT

EX-99.20 4 d840581dex9920.htm EX-99.20 Exhibit 99.20 SEAPORT ENTERTAINMENT GROUP INC. INVESTOR RIGHTS AGREEMENT THIS INVESTOR RIGHTS AGREEMENT, dated as of [●], 2024 (this “Agreement”), by and among Pershing Square Holdings, Ltd., Pershing Square, L.P. and Pershing Square International, Ltd. (the “Standby Purchasers”) and any other parties that may from time to time become parties hereto (collecti

STANDBY PURCHASE AGREEMENT

EX-99.19 3 d840581dex9919.htm EX-99.19 Exhibit 99.19 STANDBY PURCHASE AGREEMENT THIS AGREEMENT (the “Agreement”) has been entered into as of July 18, 2024, by and among SEAPORT ENTERTAINMENT GROUP INC., a corporation existing under the laws of Delaware; (“SEG”) -and – Solely with respect to Sections 9.1, 14.1 and 14.4, HOWARD HUGHES HOLDINGS INC., a corporation existing under the laws of Delaware;

HOWARD HUGHES HOLDINGS INC. ANNOUNCES APPOINTMENT OF DANA HAMILTON TO BOARD OF DIRECTORS

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. ANNOUNCES APPOINTMENT OF DANA HAMILTON TO BOARD OF DIRECTORS THE WOODLANDS, Texas (June 18, 2023) - Howard Hughes Holdings Inc. (NYSE: HHH) announced today the appointment of Dana Hamilton to the company’s Board of Directors. Ms. Hamilton is a veteran C-suite executive with a track record of growing successful real estate operating and investment companies

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): June 17, 2024 HOWARD HUGHES HOLDINGS INC.

HHH / Howard Hughes Holdings Inc. / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 18)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 HOWARD HUGHES HOLDINGS INC.

Howard Hughes Spinoff of Seaport Entertainment HOWARD HUGHES Forward-Looking Statements Statements made in this presentation that are not historical facts, including statements accompanied by words such as “anticipate,” “believe,” “estimate,” “expect

Exhibit 99.1 Howard Hughes Spinoff of Seaport Entertainment HOWARD HUGHES Forward-Looking Statements Statements made in this presentation that are not historical facts, including statements accompanied by words such as “anticipate,” “believe,” “estimate,” “expect,” “forecast,” “intend,” “likely,” “may,” “plan,” “project,” “realize,” “should,” “transform,” “would,” and other statements of similar e

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 23, 2024 HOWARD HUGHES HOLDINGS INC.

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 08, 2024 HOWARD HUGHES HOLDINGS INC.

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended March 31, 2024 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements.

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended March 31, 2024 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward-Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future perfor

HOWARD HUGHES HOLDINGS INC. REPORTS FIRST QUARTER 2024 RESULTS Strong momentum continues into the first quarter, reaffirming expectations for a robust 2024

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. REPORTS FIRST QUARTER 2024 RESULTS Strong momentum continues into the first quarter, reaffirming expectations for a robust 2024 THE WOODLANDS, Texas, May 8, 2024 – Howard Hughes Holdings Inc. (NYSE: HHH) (the “Company,” “HHH,” or “we”) today announced operating results for the first quarter ended March 31, 2024. The financial statements, exhibits, and recon

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 ☐ Transition report pursuant to

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended March 31, 2024 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-41779 HOWARD HUGHES HOLDINGS INC. (Exact name of registrant a

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

SCOT SELLERS TO BE NAMED CHAIRMAN OF THE BOARD OF HOWARD HUGHES HOLDINGS INC. AT COMPANY’S UPCOMING ANNUAL MEETING Long-time HHH Board Member and former Archstone CEO to succeed Bill Ackman as Board Chairman; Pershing Square Capital Management, L.P.

Exhibit 99.1 SCOT SELLERS TO BE NAMED CHAIRMAN OF THE BOARD OF HOWARD HUGHES HOLDINGS INC. AT COMPANY’S UPCOMING ANNUAL MEETING Long-time HHH Board Member and former Archstone CEO to succeed Bill Ackman as Board Chairman; Pershing Square Capital Management, L.P. Partner Ben Hakim to be nominated to Howard Hughes Board of Directors to replace Ackman who will not stand for reelection THE WOODLANDS,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   )

TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.   ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 3, 2024 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Num

Description of Securities of the Registrant

Exhibit 4.13 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Howard Hughes Holdings Inc. (“we,” “us,” “our” and the “Company”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our (i) Second Amended and Restated Certificate of Incorpor

List of Subsidiaries

Exhibit 21.1 HOWARD HUGHES HOLDINGS INC. LIST OF SUBSIDIARIES Entity Jurisdiction 10 CCC, LLC Delaware 10/20/30 CCC Parking Deck, LLC Delaware 20 CCC, LLC Delaware 30 CCC, LLC Delaware 40 CCC, LLC Delaware 40 CCC Parking Deck, LLC Delaware 50 CCC, LLC Delaware 50/60/70 CCC Parking Deck, LLC Delaware 60 CCC, LLC Delaware 3 Waterway Holdings, LLC Texas 4 Waterway Holdings, LLC Delaware 20 & 25 Water

Executive Compensation Recoupment Policy

Exhibit 97.1 Howard Hughes Holdings Inc. Executive Compensation Recoupment Policy This policy (“Policy”) sets forth the conditions under which Howard Hughes Holdings Inc. (the “Company”) may or will seek reimbursement with respect to cash or equity-based bonus or incentive or profit-sharing awards (“Incentive Compensation”) to certain current or former executive officers of the Company (“Grantees”

Power of Attorney

Exhibit 24.1 POWER OF ATTORNEY Each of the undersigned hereby constitutes and appoints David R. O'Reilly as the undersigned's true and lawful attorney and agent, with full power of substitution and resubstitution for the undersigned and in the undersigned's name, place and stead, in any and all capacities, to sign the Annual Report on Form 10-K of Howard Hughes Holdings Inc. for the year ended Dec

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): February 27, 2024 HOWARD HUGHES HOLDINGS INC.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (MARK ONE) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-41779 HOWARD HUGHES H

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended December 31, 2023 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward Looking Statements This presentation includes forward-looking statemen

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended December 31, 2023 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future per

HOWARD HUGHES HOLDINGS INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Strong fourth quarter performance propels full year MPC EBT and Operating Assets NOI to new all-time highs with momentum expected to continue into 2024

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. REPORTS FOURTH QUARTER AND FULL YEAR 2023 RESULTS Strong fourth quarter performance propels full year MPC EBT and Operating Assets NOI to new all-time highs with momentum expected to continue into 2024 THE WOODLANDS, Texas, February 27, 2024 – Howard Hughes Holdings Inc.® (NYSE: HHH) (the “Company,” “HHH,” or “we”) today announced operating results for the

HHH / Howard Hughes Holdings Inc. / VANGUARD GROUP INC - SCHEDULE 13G Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13G Under the Securities Exchange Act of 1934 Name of issuer: Howard Hughes Holdings Inc Title of Class of Securities: Common Stock CUSIP Number: 44267T102 Date of Event Which Requires Filing of this Statement: December 29, 2023 Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☒ Rule 13d-1(b

Trade Date

EX-99.18 2 hhh-ex9918.htm EX-99.18 Exhibit 99.18 Name Trade Date Buy/Sell No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square Holdings, Ltd. November 29, 2023 Buy 60,345 $ 74.18 N/A $ 4,476,235 Common Stock N/A Pershing Square Holdings, Ltd. November 30, 2023 Buy 28,170 $ 73.55 N/A $ 2,071,782 Common Stock N/A Pershing Square Holdings, Ltd. Decembe

HHH / Howard Hughes Holdings Inc. / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 form13dahhh01.04.23.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 17)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per

As filed with the Securities and Exchange Commission on December 12, 2023

As filed with the Securities and Exchange Commission on December 12, 2023 Registration No.

As filed with the Securities and Exchange Commission on December 12, 2023

As filed with the Securities and Exchange Commission on December 12, 2023 Registration No.

Trade Date

EX-99.17 2 d577307dex9917.htm EX-99.17 Exhibit 99.17 Name Trade Date Buy/Sell No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square Holdings, Ltd. November 14, 2023 Buy 49,360 $ 74.77 N/A $ 3,690,410 Common Stock N/A Pershing Square Holdings, Ltd. November 15, 2023 Buy 58,881 $ 74.72 N/A $ 4,399,512 Common Stock N/A Pershing Square Holdings, Ltd. Nov

HHH / Howard Hughes Holdings Inc / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d577307dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 16)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per shar

HHH / Howard Hughes Holdings Inc / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d309995dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 15)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per shar

Trade Date

EX-99.16 2 d309995dex9916.htm EX-99.16 Exhibit 99.16 Name Trade Date Buy/Sell No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square Holdings, Ltd. October 26, 2023 Buy 51,871 $ 67.35 N/A $ 3,493,559 Common Stock N/A Pershing Square Holdings, Ltd. October 27, 2023 Buy 27,972 $ 65.95 N/A $ 1,844,636 Common Stock N/A Pershing Square Holdings, Ltd. Octob

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 ☐ Transition report pursuant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended September 30, 2023 or ☐ Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Commission file number 001-41779 HOWARD HUGHES HOLDINGS INC. (Exact name of registra

Amended and Restated Certificate of Incorporation of Howard Hughes Holdings Inc., dated August 11, 2023 (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q, filed November 6, 2023)

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HOWARD HUGHES HOLDINGS INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Howard Hughes Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that: 1. The present name of the corporation is Howard Hughes Holdings Inc. (the “Corporation”). Th

Regulation FD Disclosure, Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 06, 2023 HOWARD HUGHES HOLDINGS INC.

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended September 30, 2023 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward Looking Statements This presentation includes forward-looking stateme

Howard Hughes Holdings Inc. Supplemental Information Three Months Ended September 30, 2023 NYSE: HHH Exhibit 99.2 HOWARD HUGHES 2 Cautionary StatementsCautionary Statements Forward Looking Statements This presentation includes forward-looking statements. Forward-looking statements give our current expectations relating to our financial condition, results of operations, plans, objectives, future pe

HOWARD HUGHES HOLDINGS INC. REPORTS THIRD QUARTER 2023 RESULTS Strong MPC and Operating Assets results strengthen full-year outlook and guidance expectations

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. REPORTS THIRD QUARTER 2023 RESULTS Strong MPC and Operating Assets results strengthen full-year outlook and guidance expectations THE WOODLANDS, Texas, November 6, 2023 – Howard Hughes Holdings Inc.® (NYSE: HHH) (the “Company,” “Howard Hughes,” “HHH,” or “we”) today announced operating results for the third quarter ended September 30, 2023. The financial st

HHH / Howard Hughes Holdings Inc / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 14)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per share (Title of Class of Securitie

Trade Date

EX-99.15 2 d569493dex9915.htm EX-99.15 Exhibit 99.15 Name Trade Date Buy/Sell No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square Holdings, Ltd. October 6, 2023 Buy 36,099 $ 69.08 N/A $ 2,493,636 Common Stock N/A Pershing Square Holdings, Ltd. October 9, 2023 Buy 42,496 $ 68.61 N/A $ 2,915,629 Common Stock N/A Pershing Square Holdings, Ltd. October

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 17, 2023 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File

Trade Date

EX-99.14 2 d519093dex9914.htm EX-99.14 Exhibit 99.14 Name Trade Date Buy/Sell No. of Shares / Quantity Unit Cost Strike Price Trade Amount Security Expiration Date Pershing Square Holdings, Ltd. August 16, 2023 Buy 788 $ 74.96 N/A $ 59,068 Common Stock N/A Pershing Square Holdings, Ltd. August 17, 2023 Buy 12,498 $ 74.79 N/A $ 934,690 Common Stock N/A Pershing Square Holdings, Ltd. August 18, 2023

HHH / Howard Hughes Holdings Inc / Pershing Square Capital Management, L.P. - SC 13D/A Activist Investment

SC 13D/A 1 d519093dsc13da.htm SC 13D/A SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) Under the Securities Exchange Act of 1934 (Amendment No. 13)* HOWARD HUGHES HOLDINGS INC. (Name of Issuer) Common Stock, par value $0.01 per shar

Employment Agreement between Howard Hughes Holdings Inc. and Anton Nikodemus dated September 29, 2023

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (this “Agreement”), dated September 29, 2023, is entered into by and between Howard Hughes Holdings Inc., a Delaware corporation (“HHH”), and Anton Nikodemus (the “Executive”). RECITALS WHEREAS, the parties desire to enter into and be bound by this Agreement. WHEREAS, the Executive shall initially be employed by HHH, but as soon as a to-b

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported):October 5, 2023 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41779 (Commission File Nu

HOWARD HUGHES HOLDINGS INC. APPOINTS ANTON D. NIKODEMUS CEO OF NEW ENTERTAINMENT DIVISION HHH Intends to Spinoff New Division, Seaport Entertainment, to Shareholders by Year-End 2024

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. APPOINTS ANTON D. NIKODEMUS CEO OF NEW ENTERTAINMENT DIVISION HHH Intends to Spinoff New Division, Seaport Entertainment, to Shareholders by Year-End 2024 HOUSTON, Oct. 5, 2023 – Howard Hughes Holdings Inc. (NYSE: HHH) announced today that Anton D. Nikodemus has been appointed Chief Executive Officer of Seaport Entertainment, a newly formed division compris

HOWARD HUGHES HOLDINGS INC. APPOINTS ELENA VERBINSKAYA CHIEF ACCOUNTING OFFICER

Exhibit 99.1 HOWARD HUGHES HOLDINGS INC. APPOINTS ELENA VERBINSKAYA CHIEF ACCOUNTING OFFICER HOUSTON, Oct. 3, 2023 – Howard Hughes Holdings Inc. (NYSE: HHH) (“the Company” or “Howard Hughes”) announced today that Elena Verbinskaya has been appointed Chief Accounting Officer and designated Principal Accounting Officer for the Company, responsible for overseeing accounting and financial reporting ac

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 3, 2023 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) None (Commission File Number

Form of Senior Indenture

Exhibit 4.3 HOWARD HUGHES HOLDINGS INC. and Trustee INDENTURE Dated as of SENIOR DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02 314(b)

Current Report on Form 8-K filed on August 11, 2023.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 11, 2023 Howard Hughes Holdings Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) None (Commission File Number

Form of Subordinated Note

Exhibit 4.6 Form of Subordinated Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE

Amended and Restated Certificate of Incorporation of Howard Hughes Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed August 11, 2023)

Exhibit 3.1 Execution Version AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF HOWARD HUGHES HOLDINGS INC. (Pursuant to Sections 242 and 245 of the General Corporation Law of the State of Delaware) Howard Hughes Holdings Inc., a corporation organized and existing under the laws of the State of Delaware, certifies that: 1. The present name of the corporation is Howard Hughes Holdings Inc. (the

Assignment and Assumption Agreement by and between The Howard Hughes Corporation and Howard Hughes Holdings Inc., dated as of August 11, 2023.

Exhibit 10.1 Execution Version ASSIGNMENT AND ASSUMPTION AGREEMENT This ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of August 11, 2023, by and between The Howard Hughes Corporation, a Delaware corporation (“Assignor”), and Howard Hughes Holdings Inc., a Delaware corporation (“Assignee”). RECITALS WHEREAS, pursuant to the Agreement and Plan of Merger, dated as the date hereof (

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-3ASR (Form Type) Howard Hughes Holdings Inc.

Form of Senior Note

Exhibit 4.5 Form of Senior Note (FACE OF SECURITY) [Each Global Security shall bear substantially the following legend: UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN DEFINITIVE REGISTERED FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE

Description of Equity Securities.

Exhibit 4.2 DESCRIPTION OF SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934 The following description of the capital stock of Howard Hughes Holdings Inc. (“we,” “us,” “our” and the “Company”) is a summary and does not purport to be complete. It is subject to and qualified in its entirety by reference to our (i) Amended and Restated Certificate of Incorporation (t

Form of Subordinated Indenture

Exhibit 4.4 HOWARD HUGHES HOLDINGS INC. and Trustee INDENTURE Dated as of SUBORDINATED DEBT SECURITIES CROSS-REFERENCE TABLE(1) Section of Trust Indenture Act of 1939, as amended Section of Indenture 310(a) 6.09 310(b) 6.08 6.10 310(c) Inapplicable 311(a) 6.13 311(b) 6.13 311(c) Inapplicable 312(a) 4.01 4.04 312(b) 4.04(c) 312(c) 4.04(c) 313(a) 4.03 313(b) 4.03 313(c) 4.03 313(d) 4.03 314(a) 4.02

Press Release issued by The Howard Hughes Corporation on August 11, 2023.

Exhibit 99.1 THE HOWARD HUGHES CORPORATION® AND HOWARD HUGHES HOLDINGS INC. ® ANNOUNCE COMPLETION OF NEW HOLDING COMPANY STRUCTURE HOUSTON, August 11, 2023 – The Howard Hughes Corporation® (“HHC”) and Howard Hughes Holdings Inc.® (“Howard Hughes Holdings”) today announced completion of the previously announced holding company structure, making Howard Hughes Holdings the parent holding company of H

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Howard Hughes Holding Inc.

As filed with the Securities and Exchange Commission on August 11, 2023

As filed with the Securities and Exchange Commission on August 11, 2023 Registration No.

Amended and Restated Bylaws of Howard Hughes Holding, Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K, filed August 11, 2023)

Exhibit 3.2 AMENDED AND RESTATED BYLAWS OF HOWARD HUGHES HOLDINGS INC. August 11, 2023 AMENDED AND RESTATED BYLAWS OF HOWARD HUGHES HOLDINGS INC. (Adopted August 11, 2023) ARTICLE I STOCKHOLDERS Section 1. Stockholder Meetings. (a) The annual meeting of stockholders of Howard Hughes Holdings Inc. (the “Corporation”) for the election of directors and for the transaction of such other business as ma

Agreement and Plan of Merger, dated as of August 11, 2023, by and among The Howard Hughes Corporation, Howard Hughes Holdings Inc., and HHC Merger Sub Co.

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of August 11, 2023 by and among The Howard Hughes Corporation, a Delaware corporation (the “Company”), Howard Hughes Holdings Inc., a Delaware corporation and a direct wholly owned subsidiary of the Company (“HHC”), and HHC Merger Sub Co., a Delaware corporation and a direct wholly

As filed with the Securities and Exchange Commission on August 11, 2023

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on August 11, 2023 Registration No.