---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-23-090461"
form_type: "8-K"
ticker: null
cik: "0001498828"
company_name: "Howard Hughes Corp"
filed_at: "2023-08-11T23:59:59+00:00"
generated_at: "2026-06-11T14:13:59.294167+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# Howard Hughes Corp completes holding company reorganization; Holdco to list as HHH on NYSE

## Summary
- Each share of Company common stock converted into one share of Howard Hughes Holdings Inc. common stock (ticker HHH) as of August 11, 2023.
- Reorganization is intended to be tax-free for U.S. federal income tax purposes.
- Directors and officers of the Company became directors and officers of Holdco; Company becomes a wholly owned subsidiary.
- Holdco assumed all equity incentive plans, award agreements, and other compensation plans via Assignment and Assumption Agreement.
- Old ticker HHC to be delisted; Holdco will trade under HHH starting August 14, 2023.

## SEC filing metadata
- accession: 0001104659-23-090461
- form_type: 8-K
- cik: 0001498828
- company_name: Howard Hughes Corp
- filed_at: 2023-08-11T23:59:59+00:00
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 3.01, 5.03, 3.03, 5.02, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1498828/000110465923090461/0001104659-23-090461-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1498828/000110465923090461/tm2323102d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-23-090461
- JSON: https://secwatch.observer/filing/0001104659-23-090461.json
- Plain text: https://secwatch.observer/filing/0001104659-23-090461.txt

## Key facts
- Governance Changes
  Howard Hughes Corp: Amended and restated Amended and Restated Bylaws to add and remove provisions as appropriate for a wholly owned subsidiary (effective 2023-08-11).
  - Change: bylaw amendment
  - Effective: 2023-08-11
  source text: In addition, the Amended and Restated Bylaws of the Company, dated November 9, 2010, were amended and restated (as so amended and restated, the “ Company Second A&R Bylaws ”) to add and remove provisions as appropriate for a wholly owned subsidiary.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1498828/000110465923090461/0001104659-23-090461-index.htm
- Governance Changes
  Howard Hughes Corp: Amended and restated Second Amended and Restated Certificate of Incorporation to decrease authorized common shares from 150,000,000 to 1,000, remove authorized preferred stock, add Section 251(g) provision, and add/remove provisions for a wholly owned subsidiary (effective 2023-08-11).
  - Change: charter amendment
  - Effective: 2023-08-11
  source text: On August 11, 2023, upon consummation of the Reorganization, the Company amended and restated its Second Amended and Restated Certificate of Incorporation of the Company (as so amended and restated the “ Company Third A&R Charter ”) by filing the Company Third A&R Charter as an exhibit to the Certificate of Merger filed with the Secretary of State of the State of Delaware in connection with the Merger (the “ Certificate of Merger ”), in order to: (i) decrease the authorized number of shares of Company Common Stock from 150,000,000 shares to one thousand (1,000) shares; (ii) remove the authorized number of shares of Preferred Stock; (iii) add a provision, which is required by Section 251(g) of the DGCL, that provides that any act or transaction by or involving the Company, other than the election or removal of directors, that requires for its adoption under the DGCL or the Company Charter the approval of the stockholders of the Company shall require the approval of the stockholders of H
  evidence_url: https://www.sec.gov/Archives/edgar/data/1498828/000110465923090461/0001104659-23-090461-index.htm
- Material Agreements
  Howard Hughes Corp entered into Agreement and Plan of Merger with Howard Hughes Holdings Inc., HHC Merger Sub Co. (effective 2023-08-11).
  - Action: entry
  - Agreement: merger
  - Counterparty: Howard Hughes Holdings Inc., HHC Merger Sub Co.
  - Effective: 2023-08-11
  source text: Adoption of Agreement and Plan of Merger and Consummation of Reorganization On August 11, 2023, The Howard Hughes Corporation, a Delaware corporation (the “ Company ”), implemented a holding company reorganization pursuant to an Agreement and Plan of Merger (the “ Merger Agreement ”), dated as of August 11, 2023, among (i) the Company, (ii) Howard Hughes Holdings Inc., a Delaware corporation and direct wholly owned subsidiary of the Company (“ Holdco ”), and (iii) HHC Merger Sub Co., a Delaware corporation and direct wholly owned subsidiary of Holdco (“ Merger Sub ”)
  evidence_url: https://www.sec.gov/Archives/edgar/data/1498828/000110465923090461/0001104659-23-090461-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.