---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-25-044710"
form_type: "8-K"
ticker: "HHH"
cik: "0001981792"
company_name: "Howard Hughes Holdings Inc."
filed_at: "2025-05-06T23:59:59+00:00"
generated_at: "2026-05-22T14:41:04.637506+00:00"
event_type: "other_material"
sentiment: "positive"
materiality_score: 0.95
calibrated_materiality_score: 0.95
confidence: "high"
source: SEC EDGAR
---

# Pershing Square invests $900M in Howard Hughes at $100/share, acquires 46.9% stake

## Summary
- Pershing Square buys 9M newly issued shares at $100/share (48% premium to May 2 close) for $900M.
- Pershing Square now owns ~46.9% of HHH; voting capped at 40%, ownership at 47%.
- Bill Ackman named Executive Chairman; Ryan Israel becomes HHH Chief Investment Officer.
- HHH to become a diversified holding company, acquiring controlling stakes in operating companies; real estate business continues.
- Board adds Ackman, Israel, and Jean-Baptiste Wautier; three prior directors resign.

## SEC filing metadata
- accession: 0001104659-25-044710
- form_type: 8-K
- ticker: HHH
- cik: 0001981792
- company_name: Howard Hughes Holdings Inc.
- filed_at: 2025-05-06T23:59:59+00:00
- event_type: other_material
- sentiment: positive
- materiality_score: 0.95
- calibrated_materiality_score: 0.95
- confidence: high
- sec_items: 1.01, 3.02, 5.02, 7.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/tm2513988d1_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-25-044710
- JSON: https://secwatch.observer/filing/0001104659-25-044710.json
- Plain text: https://secwatch.observer/filing/0001104659-25-044710.txt

## Key facts
- Executive change
  Dana Hamilton resigned as Director at Howard Hughes Holdings Inc..
  - Action: resigned
  - Role: Director
  source text: Effective May 5, 2025, Adam Flatto, Allen Model and Dana Hamilton resigned from the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm
- Executive change
  R. Scot Sellers was appointed as Presiding Director at Howard Hughes Holdings Inc..
  - Action: appointed
  - Role: Presiding Director
  source text: R. Scot Sellers has been appointed Presiding Director.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm
- Executive change
  Jean-Baptiste Wautier was appointed as Director at Howard Hughes Holdings Inc..
  - Action: appointed
  - Role: Director
  source text: the Board appointed William A. Ackman, Ryan Israel and Jean-Baptiste Wautier to the Board, effective May 5, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm
- Executive change
  Ryan Israel was appointed as Director at Howard Hughes Holdings Inc..
  - Action: appointed
  - Role: Director
  source text: the Board appointed William A. Ackman, Ryan Israel and Jean-Baptiste Wautier to the Board, effective May 5, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm
- Executive change
  Allen Model resigned as Director at Howard Hughes Holdings Inc..
  - Action: resigned
  - Role: Director
  source text: Effective May 5, 2025, Adam Flatto, Allen Model and Dana Hamilton resigned from the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm
- Executive change
  Adam Flatto resigned as Director at Howard Hughes Holdings Inc..
  - Action: resigned
  - Role: Director
  source text: Effective May 5, 2025, Adam Flatto, Allen Model and Dana Hamilton resigned from the Board.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm
- Executive change
  William A. Ackman was appointed as Executive Chairman at Howard Hughes Holdings Inc..
  - Action: appointed
  - Role: Executive Chairman
  source text: Mr. Ackman has been appointed as the Executive Chairman of the Board
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm
- Executive change
  William A. Ackman was appointed as Director at Howard Hughes Holdings Inc..
  - Action: appointed
  - Role: Director
  source text: the Board appointed William A. Ackman, Ryan Israel and Jean-Baptiste Wautier to the Board, effective May 5, 2025.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465925044710/0001104659-25-044710-index.htm

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