{"url_path":"/sec/hhh/8-k/2026-06-05/item-1-01","section_key":"item-1-01","section_title":"Item 1.01 Entry into a Material Definitive Agreement.**","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-05","source_url":"https://www.sec.gov/Archives/edgar/data/1981792/0001104659-26-071029-index.html","accession_number":"0001104659-26-071029","cik":"0001981792","ticker":"HHH","issuer_name":"Howard Hughes Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1981792/0001104659-26-071029-index.html","primary_entity_key":"0001981792","primary_entity_name":"Howard Hughes Holdings Inc."},"word_count":2086,"has_tables":true,"body_markdown":"**Item 1.01. Entry into a Material Definitive Agreement.**\n\n \n\nOn June 4, 2026 (the “Closing Date”),\nHoward Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Howard\nHughes Holdings Inc. (the “Company”) completed its previously announced acquisition (the “Vantage Transaction”)\nof Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares (“Vantage”) (the “Closing”),\npursuant to that certain Purchase and Sale Agreement (the “Purchase Agreement”), dated as of December 17, 2025, by and\namong Buyer, Vantage, Carlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted limited partnership (the “Carlyle\nInvestor”), H&F Vantage Aggregator, L.P., a Cayman Islands exempted limited partnership (the “H&F Investor”),\neach of the other shareholders of Vantage (the “Additional Shareholders”, together with the Carlyle Investor and the H&F\nInvestor, each a “Seller” and collectively, the “Sellers”), the Carlyle Investor and the H&F Investor, in\ntheir capacities as the Sellers’ representatives, and, solely for purposes of guaranteeing the obligations of Buyer pursuant to\nthe Purchase Agreement, the Company.\n\n \n\nAt the Closing, Buyer acquired all of Vantage’s\noutstanding shares of capital stock for an aggregate cash consideration of $2.1 billion, subject to customary adjustments. The Vantage\nTransaction was completed following the satisfaction of the closing conditions set forth in the Purchase Agreement.\n\n \n\nGiven that the Closing occurred before June 30,\n2026, the purchase price was not increased by the average yield on the J.P. Morgan 100% U.S. Treasury Securities Money Market Fund during\nthe period from January 1, 2026 through the Closing.\n\n \n\n**The Financing**\n\n \n\nThe Vantage Transaction was financed through cash\non hand and $1 billion of non-voting preferred equity financing from Pershing Square Holdings, Ltd. (“PSH”). A committee\nof the Board of Directors of the Company (the “Board”), comprised solely of independent and disinterested directors and established\nby the Board for the purpose of evaluating, negotiating and approving (or rejecting) the financing, in accordance with the terms of the\nexisting Standstill Agreement between the Company and Pershing Square Holdco, L.P., unanimously approved, and recommended that the Board\napprove, the financing. Based on the committee’s recommendation, the Board approved such financing and the issuance of the Preferred\nStock.\n\n \n\n**Subscription Agreement**\n\n \n\nIn connection with the Closing, on the Closing Date, the Company entered into a Subscription Agreement (the “SA”) with PSH\non terms substantially similar to the terms set forth in the equity commitment letter, dated as of December 17, 2025, by and between the\nCompany and PSH (the “Equity Commitment Letter”). Pursuant to the SA, the Company issued and sold Series A Non-voting Exchangeable\nPerpetual Preferred Stock, par value $0.01 per share (the “Preferred Stock”) to PSH for an aggregate purchase price of $1.0\nbillion.\n\n \n\nPursuant to the SA, PSH has a right of first refusal\nwith respect to any proposed secondary sale of any equity securities of Buyer (including any instruments convertible into such equity)\nto any third party. The right of first refusal permits PSH to purchase any of those equity securities from the Company or Buyer on the\nterms and conditions offered to the other third party. In the event the exercise of the right of first refusal would cause PSH to exceed\nthe Ownership Cap (as defined below), the underlying proposed sale shall require the consent of a majority-in-interest of the holders\nof Preferred Stock.\n\n \n\n \n\n \n\n \n\n**Certificate of Designations of the Preferred\nStock**\n\n \n\nEach share of Preferred Stock issued to PSH pursuant\nto the SA has the powers, designations, preferences and other rights as set forth in the Certificate of Designations of the Preferred\nStock filed by the Company with the Secretary of State of the State of Delaware on the Closing Date (the “Certificate of Designations”).\n\n \n\n*Ranking*\n\n \n\nThe Preferred Stock will rank *pari passu*\nwith all of the Company’s common stock, including with respect to payment rights and liquidation.\n\n \n\n*Voting Rights*\n\n \n\nExcept as required by law and subject to certain protective provisions in the Certificate of Designations, the holders of the Preferred\nStock will not have any voting rights.\n\n \n\n*Dividends*\n\n \n\nA majority of Disinterested Directors (as defined\nin the Certificate of Designations) of the Board may declare dividends on the Preferred Stock, and if declared, such dividends will be\npaid out of the assets of the Company legally available for the payment of dividends. Such declared dividends may not exceed the pro rata\ncash dividends or distributions actually received by the Company from Vantage (through Buyer).\n\n \n\n*Exchange Right*\n\n \n\nWithin 60 days following (i) the end of the seventh fiscal year following the date of issuance of the Preferred Stock (the “Original\nIssue Date”), beginning with the fiscal year ending December 31, 2026 (subject to the Call Option (defined below)) and (ii) the\nend of each subsequent fiscal year, a holder of Preferred Stock may exchange shares of Preferred Stock, without the payment of additional\nconsideration, into a number of common equity interests of Buyer (“Buyer Units”). Upon exchange of all Preferred Stock, the\nholders of Preferred Stock would own, in the aggregate, a fraction of all Buyer Units equal to (a) (1) the aggregate purchase price paid\nfor primary acquisitions of the Preferred Stock plus (2) all dividends received by the Company (through Buyer) from Vantage that the Preferred\nStock would have received had it been exchanged for Buyer Units (reduced by (but not below zero) the amount of all dividends passed on\nto holders of the Preferred Stock through a dividend on the Preferred Stock), in each case prior to the date of the applicable exchange\nplus (3) any dividends owed under the Defaulted Repurchase Dividend Rate (defined below) (reduced by (but not below zero) all such dividends\npaid to holders of Preferred Stock) divided by (b) (1) the aggregate purchase price of Buyer pursuant to the Purchase Agreement plus (2)\nany additional capital contributed to Buyer by the Company. In no event will the holders of Preferred Stock be permitted to acquire more\nthan 49% of the total shares of Buyer Units outstanding at any time (the “Ownership Cap”) without the approval of a majority\nof the Disinterested Directors. To the extent the holders of Preferred Stock have the right to exchange their Preferred Stock and have\ndelivered a notice requesting such exchange, but are prohibited from completing all or any portion of the exchange due to the Ownership\nCap, the Company has agreed to repurchase the excess portion of shares of Preferred Stock requested to be exchanged on the same terms\nas provided for a mandatory repurchase.\n\n \n\n \n\n \n\n \n\n*Call Option*\n\n \n\nDuring the period between 60 and 90 days following the end of each of the first seven fiscal years following the Original Issue Date beginning\nwith the fiscal year ending December 31, 2026 or as may be mutually agreed by the Company and holders representing the majority of the\nPreferred Stock then-outstanding, the Company shall have the right, but not the obligation, to repurchase the Preferred Stock in one or\nmore full tranches (the “Call Option”). The repurchase price for each share of Preferred Stock shall be equal to the greater\nof (i) (a) the original issue price of the Preferred Stock plus (b) interest, compounded daily, at a rate of 4% per annum and (ii) (a)\n1.5 times the book value of Buyer (excluding non-controlling interests and good will and purchase-related intangibles attributable to\nthe completion of the Transaction) multiplied by (b) the corresponding ownership percentage of Buyer represented by such share of Preferred\nStock (on an as-exchanged basis).\n\n \n\n*Mandatory Repurchase*\n\n \n\nThe Company shall offer to repurchase all of the\noutstanding shares of Preferred Stock upon the occurrence of any of the following:\n\n \n\n·a change of control or re-organization of the\nCompany or Buyer (or any subsidiary of the Company or Buyer that holds a majority of the assets or business of the Company or Buyer),\nexcluding any transactions resulting in the Company or Buyer (or such subsidiary) being majority owned or controlled by PSH or its affiliates;\n\n \n\n·a sale of all or substantially all of the assets\nor business of the Company and its subsidiaries or Buyer, excluding any sales or disposals to PSH or its affiliates; or\n\n \n\n·material breach of the Certificate of Designations,\nthe SA or the RRA (defined below), subject to a customary cure period.\n\n \n\nThe repurchase price for each share of Preferred\nStock shall be cash consideration in an amount equal to the greater of (1) the amount that such holder of Preferred Stock would have\nbeen entitled to receive under the Call Option and (2) if the event triggering the mandatory repurchase offer is a direct or indirect\ntransfer of equity in Buyer, the amount that such holder would have received in such transaction if it had exchanged its Preferred Stock\ninto Buyer Units.\n\n \n\nIf not all shares of Preferred Stock are repurchased\nin full when required (the “Repurchase Date”), then beginning on the Repurchase Date and continuing until such shares are\nfully repurchased and the aggregate repurchase price is paid in full, the unpurchased shares of Preferred Stock (1) shall remain\noutstanding and continue to have the same rights, preferences and privileges specified in the Certificate of Designations and (2) shall\nbear a dividend of 10% of the original issue price of the Preferred Stock per annum (the “Defaulted Repurchase Dividend Rate”),\nto the extent permitted under applicable law. During such time, the Company (i) is not permitted to declare or pay any distributions,\ndividends, redemptions or otherwise make funds available in respect of securities that rank *pari passu* or junior to the Preferred\nStock, and (ii) is required to use commercially reasonable efforts to generate sufficient funds to repurchase the remaining shares\nof Preferred Stock in full, to the extent permitted under applicable law.\n\n \n\n*Protective Provisions*\n\n \n\nIn the event of a proposed issuance of additional\nequity interests of Buyer, subject to certain customary exceptions, the holders of Preferred Stock shall have the right (but not the obligation)\nto purchase additional shares of Preferred Stock to participate on a pro rata basis. A majority of Preferred Stock holders must consent\nto any issuance of additional Preferred Stock, issuance of additional shares of the Company or of Buyer having rights, preferences or\nprivileges senior to the Preferred Stock or to the Buyer Units, respectively, and issuance of any equity securities of Buyer (including\nany instruments convertible into equity), any alterations of the powers, preferences or special rights of the Preferred Stock material\nor adverse to the rights or preferences of the Preferred Stock, or any amendments to the Company’s certificate of incorporation\nor any other constitutive document of the Company reasonably expected to materially or adversely affect any holder of Preferred Stock.\n\n \n\n \n\n \n\n \n\n**Registration Rights Agreement**\n\n \n\nPursuant to the SA, the Company, PSH and Buyer\nhave entered into a Registration Rights Agreement (“RRA”).\n\n \n\nPursuant to the RRA, Buyer has agreed to provide\nPSH and certain other affiliates of PSH with demand rights and customary piggyback registration rights. The demand rights under the RRA\nrequire Buyer, upon request and subject to limited exceptions, to conduct an initial public offering or a direct listing of the Buyer\nUnits concurrently with the exchange by PSH or its affiliates of the Preferred Stock for Buyer Units under the terms of the Certificate\nof Designations. The RRA also requires the Company to file certain shelf registration statements, upon request, to register for resale\nall or a part of the Buyer Units owned by PSH and such affiliates. In addition, the Registration Rights Agreement contains customary indemnification\nprovisions.\n\n \n\nThe foregoing descriptions of the Purchase Agreement, the SA, the Certificate of Designations and the RRA do not purport to be complete\nand are qualified in their entirety by reference to the full text of such documents, copies of which are included as exhibits to this\nCurrent Report on Form 8-K or the Company’s Current Report on Form 8-K filed with the SEC on December 18, 2025 in connection with\nthe signing of the Purchase Agreement (the “Signing 8-K”) and are incorporated herein by reference.\n\n \n\n**Investment Management Agreements**\n\n \n\nUpon consummation of the Vantage Transaction,\non the Closing Date, Pershing Square Capital Management, L.P. (“PSCM”) entered into investment management agreements (with\neach of Vantage Risk Specialty Insurance Company, Vantage Risk Assurance Company, Vantage Risk Ltd. and Vantage, pursuant to which PSCM\nwill act as investment manager of each company’s general account and other investment portfolios. As long as the Services Agreement,\ndated May 5, 2025, between the Company and PSCM remains in effect, none of the such companies will pay any additional investment management\nor advisory fees under the PSCM investment management agreements."}