---
schema_version: "secwatch.filing_event.v1"
accession: "0001104659-26-016423"
form_type: "8-K"
ticker: "HHH"
cik: "0001981792"
company_name: "Howard Hughes Holdings Inc."
filed_at: "2026-02-17T23:59:59+00:00"
generated_at: "2026-05-16T02:34:19.782215+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.6
calibrated_materiality_score: 0.6
confidence: "high"
source: SEC EDGAR
---

# HHH subsidiary closes $1B senior notes offering; redeems $750M 2028 notes

## Summary
- Issued $500M of 5.875% senior notes due 2032 and $500M of 6.125% senior notes due 2034 through subsidiary HHC.
- Net proceeds used to redeem all outstanding $750M of 5.375% senior notes due 2028, plus premiums and interest.
- Redemption of 2028 notes scheduled for Feb 19, 2026; remaining proceeds for general corporate purposes.
- Notes offered privately to QIBs under Rule 144A and offshore under Regulation S; unregistered.

## SEC filing metadata
- accession: 0001104659-26-016423
- form_type: 8-K
- ticker: HHH
- cik: 0001981792
- company_name: Howard Hughes Holdings Inc.
- filed_at: 2026-02-17T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.6
- calibrated_materiality_score: 0.6
- confidence: high
- sec_items: 1.01, 1.02, 8.01, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1981792/000110465926016423/0001104659-26-016423-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1981792/000110465926016423/tm264897d3_8k.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001104659-26-016423
- JSON: https://secwatch.observer/filing/0001104659-26-016423.json
- Plain text: https://secwatch.observer/filing/0001104659-26-016423.txt

## Key facts
- Material Agreements
  Howard Hughes Holdings Inc. entered into 2034 Notes Indenture with Computershare Trust Company, N.A. valued at $500 million (effective 2026-02-17).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Computershare Trust Company, N.A.
  - Value: $500 million
  - Effective: 2026-02-17
  source text: The 2034 Notes were issued pursuant to an indenture, dated February 17, 2026 (the “2034 Notes Indenture”), by and between HHC, as issuer, and Computershare Trust Company, N.A., as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465926016423/0001104659-26-016423-index.htm
- Material Agreements
  Howard Hughes Holdings Inc. entered into 2032 Notes Indenture with Computershare Trust Company, N.A. valued at $500 million (effective 2026-02-17).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Computershare Trust Company, N.A.
  - Value: $500 million
  - Effective: 2026-02-17
  source text: The 2032 Notes were issued pursuant to an indenture, dated February 17, 2026 (the “2032 Notes Indenture”), by and between HHC, as issuer, and Computershare Trust Company, N.A., as trustee.
  evidence_url: https://www.sec.gov/Archives/edgar/data/1981792/000110465926016423/0001104659-26-016423-index.htm

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