SCHEDULE: Pershing Square Boosts Howard Hughes Voting Control

Pershing Square entities have significantly increased their voting control over Howard Hughes Holdings Inc. common stock through a new proxy agreement and recent share acquisition.

Summary

• Pershing Square entities, including Pershing Square Holdco, L.P., now beneficially own 27,852,064 shares of Howard Hughes Holdings Inc. common stock, representing 46.9% of the outstanding shares.
• This includes the previously announced acquisition by Pershing Square Holdco, L.P. of 9,000,000 newly issued shares.
• A Voting Proxy Agreement, effective August 5, 2025, grants Pershing Square Holdco, L.P. the proxy and attorney-in-fact to vote all common stock held by Pershing Square Holdings, Ltd., Pershing Square International, Ltd., and Pershing Square, L.P.
• The proxy agreement is coupled with an interest and is revocable under specific conditions, including the disposition of shares by a PS Fund or written notice from either Holdco or a PS Fund (with a 12-month notice period after investment management agreement termination).
• The total outstanding shares of Howard Hughes Holdings Inc. common stock were 59,401,210 as of July 30, 2025.

Sentiment

Score: 7

Explanation: The filing indicates a significant increase in control by a major investor, which can be viewed positively as a vote of confidence and potential for strategic improvements. While not directly about financial performance, increased activist investor control often signals a belief in unlocking value.

Positives

• Increased voting control by a major, activist investor like Pershing Square could lead to more decisive strategic direction and potentially enhanced shareholder value.
• The acquisition of 9,000,000 newly issued shares by Pershing Square Holdco indicates a strong commitment and investment in Howard Hughes Holdings Inc.
• The voting proxy agreement centralizes voting power, potentially streamlining corporate governance decisions.

Risks

• The Voting Proxy Agreement can be terminated by a PS Fund with 12 months' written notice after terminating their investment management agreement with Pershing Square Capital Management, L.P., which could lead to a fragmentation of voting power.
• The disposition of Common Stock by any PS Fund would automatically terminate the voting proxy for those specific shares, potentially reducing Pershing Square Holdco's overall voting control.

Future Outlook

The filing primarily details a change in voting control and a past share acquisition, rather than providing forward-looking statements or guidance on the company's operational or financial performance.

Management Comments

• No direct quotes or paraphrased statements from Howard Hughes Holdings Inc. management are included. The filing details actions taken by Pershing Square entities.

Industry Context

This filing reflects a significant increase in a major activist investor's influence over a publicly traded real estate development and management company. Such moves can signal a belief in the company's undervalued assets or a push for strategic changes, aligning with broader trends of increased shareholder activism in sectors with substantial asset bases.

Comparison to Industry Standards

• NA

Corporate Governance

Related Party Transactions

• The Voting Proxy Agreement is between various entities under the Pershing Square umbrella (Pershing Square Holdco, L.P., Pershing Square Capital Management, L.P., Pershing Square Holdings, Ltd., Pershing Square International, Ltd., and Pershing Square, L.P.).
• The agreement is in connection with the previously announced acquisition of 9,000,000 newly issued shares by Pershing Square Holdco, L.P. and amendments to investment management agreements between PSCM and the PS Funds.

Stakeholder Impact

• Shareholders: The consolidation of voting power by Pershing Square could lead to more focused strategic initiatives, potentially benefiting all shareholders if the strategies prove successful. It also signals strong conviction from a major investor.
• Management: Increased influence from a large, activist shareholder like Pershing Square may lead to greater scrutiny and pressure on management to perform and align with the investor's strategic vision.

Next Steps

• The Voting Proxy Agreement outlines conditions for its termination, including potential future written notices from Holdco or PS Funds.
• PS Funds retain the right to dispose of Common Stock, which would automatically terminate the voting proxy for those shares.

Key Dates

Recommendation

The filing details a significant shift in voting control and a substantial investment by Pershing Square, indicating a strong belief in Howard Hughes Holdings Inc.'s value. While this is generally positive, the immediate impact on the stock price is uncertain and depends on the market's interpretation of this increased control and any subsequent strategic actions. Investors should hold to observe how this consolidated influence translates into tangible operational or financial improvements and monitor any further strategic announcements or changes in company direction.

Keywords

Howard Hughes Holdings Inc., Pershing Square, Schedule 13D, Voting Proxy Agreement, Common Stock, Shareholder Control, Investment Management, Real Estate Development, Corporate Governance