{"url_path":"/sec/hhh/8-k/2026-07-15/cover-page","section_key":"cover-page","section_title":"Cover Page","topic":"sec","document":{"doc_type":"8-K/A","doc_date":"2026-07-15","source_url":"https://www.sec.gov/Archives/edgar/data/1981792/0001104659-26-083909-index.html","accession_number":"0001104659-26-083909","cik":"0001981792","ticker":"HHH","issuer_name":"Howard Hughes Holdings Inc.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1981792/0001104659-26-083909-index.html","primary_entity_key":"0001981792","primary_entity_name":"Howard Hughes Holdings Inc."},"word_count":756,"has_tables":true,"body_markdown":"false\n0001981792\n\n0001981792\n\n2026-06-04\n2026-06-04\n\niso4217:USD\n\nxbrli:shares\n\niso4217:USD\n\nxbrli:shares\n\n \n\n \n\n** **\n\n**UNITED STATES**\n\n**SECURITIES AND EXCHANGE\nCOMMISSION**\n\nWashington, D.C. 20549\n\n \n\n**FORM 8-K/A**\n\n \n\n**CURRENT REPORT**\n\n**Pursuant\nto Section 13 OR 15(d) of The Securities Exchange Act of 1934**\n\n \n\nDate of Report (Date of earliest event reported):\nJune 4, 2026\n\n \n\n \n\n**HOWARD HUGHES HOLDINGS INC.**\n\n(Exact Name of Registrant as Specified\nin its Charter)\n\n \n\n**Delaware**\n\n(State or Other Jurisdiction\n\nof Incorporation or Organization)\n\n \n\n**001-41779**\n\n(Commission File Number)\n\n \n\n**93-1869991**\n\n(IRS Employer Identification\n\nNo.)\n\n \n\n9950 Woodloch Forest Drive, Suite 1100\n\nThe Woodlands, Texas 77381\n\n(Address of principal executive offices) (Zip Code)\n\n \n\nRegistrant’s telephone number, including\narea code:  **(281****) 719-6100**\n\n \n\nSecurities registered pursuant to Section 12(b) of the Act:\n\n \n\n**Title of each class**\n \n**Trading Symbol(s)**\n \n**Name of each\nexchange on which****registered**\n\nCommon\nstock, par value $0.01 per share\n \nHHH\n \nNew York Stock Exchange\n\n \n\nCheck the appropriate box below if the Form 8-K filing\nis intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):\n\n \n\n¨Written\ncommunications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)\n\n \n\n¨Soliciting\nmaterial pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)\n\n \n\n¨Pre-commencement\ncommunications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))\n\n \n\n¨Pre-commencement\ncommunications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))\n\n \n\nIndicate by check mark whether the registrant\nis an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of\nthe Securities Exchange Act of 1934 (§240.12b-2 of this chapter).\n\n \n\nEmerging growth\ncompany ¨\n\n \n\nIf an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying\nwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨\n\n \n\n \n\n \n\n \n\n  \n\n**Explanatory Note**\n\n \n\nAs previously reported, on June 4, 2026,\nHoward Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Howard\nHughes Holdings Inc. (the “Company”), completed its acquisition (the “Vantage Transaction”) of Vantage Group Holdings,\nLtd., a Bermuda exempted company with liability limited by shares (“Vantage”) (the “Closing”), pursuant to that\ncertain Purchase and Sale Agreement (the “Purchase Agreement”), dated as of December 17, 2025, by and among Buyer, Vantage,\nCarlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted limited partnership (the “Carlyle Investor”), H&F\nVantage Aggregator, L.P., a Cayman Islands exempted limited partnership (the “H&F Investor”), each of the other shareholders\nof Vantage (the “Additional Shareholders”, together with the Carlyle Investor and the H&F Investor, each a “Seller”\nand collectively, the “Sellers”), the Carlyle Investor and the H&F Investor, in their capacities as the Sellers’\nrepresentatives, and, solely for purposes of guaranteeing the obligations of Buyer pursuant to the Purchase Agreement, the Company.\n\n \n\nAt the Closing, Buyer acquired all of\nVantage’s outstanding shares of capital stock for an aggregate cash consideration of $2.1 billion, subject to customary adjustments.\nThe Vantage Transaction was financed through cash on hand and $1 billion of non-voting preferred equity financing from Pershing Square\nHoldings, Ltd.\n\n \n\nThe Company reported the Vantage Transaction on\na Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 5, 2026 (the “Original 8-K”), and\nis filing this amendment to the Original 8-K (this “Form 8-K/A”) to amend and supplement the Original 8-K to include historical\nfinancial statements of Vantage and pro forma financial information as required by Items 9.01(a) and 9.01(b), respectively, of Form 8-K\nthat were excluded from the Original 8-K in reliance on the instructions to such items. Except as noted in this paragraph, no other information\ncontained in the Original 8-K is amended or supplemented. This Form 8-K/A should be read together with the Original 8-K.\n\n \n\nThe unaudited pro forma condensed combined financial\ninformation included in this Form 8-K/A are presented for illustrative purposes only, contain a variety of adjustments, assumptions and\nestimates, and are not necessarily indicative of what the Company’s actual financial position or results of operations would have\nbeen had the Vantage Transaction been completed on the date indicated. The Company’s actual results and financial position may differ\nmaterially and adversely from the unaudited pro forma condensed combined financial information included in this Form 8-K/A. Important\nfactors that may affect actual results include, but are not limited to, risks and uncertainties relating to the Company’s business\nand Vantage’s business, as applicable (including each company’s ability to achieve strategic goals, objectives, and targets\nover applicable periods), industry performance, and general business and economic conditions."}