Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Completion of Acquisition or Disposition of Assets. The information set forth in

by reference. The Preferred Stock has not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and were offered in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder and, as applicable, corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any…

Material Modification to Rights of Security Holders. The information set forth in

Entry into a Material Definitive Agreement. On June 4, 2026 (the “Closing Date”), Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Howard Hughes Holdings Inc. (the “Company”) completed its previously announced acquisition (the “Vantage Transaction”) of Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares (“Vantage”) (the “Closing”), pursuant to that certain Purchase and Sale Agreement (the…

Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

by reference. The Warrants have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction, and were offered in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Regulation D promulgated thereunder and, as applicable, corresponding provisions of state securities laws, which exempt transactions by an issuer not involving any public…

Entry into a Material Definitive Agreement. On April 20, 2026, Howard Hughes Holdings Inc. (the “Company”) entered into a warrant agreement with Mr. Grandisson, pursuant to which Mr. Grandisson agreed to purchase warrants (the “Warrants”) to acquire 1,131,273 shares of the Company’s common stock, par value $0.01 per share, at an exercise price equal to $100 per share, in a non-brokered private placement. Mr. Grandisson paid a purchase price of $10,000,000 for the Warrants, which become exerci…

Director — Ben Hakim: Mr. Hakim resigned as a director, and Marc Grandisson was appointed to fill the vacancy.

Other Events. At a meeting held on March 5, 2026, the Company’s Board of Directors (the “Board”) previously approved June 4, 2026 as the date of the 2026 Annual Meeting and April 6, 2026 as the record date for stockholders entitled to vote at the 2026 Annual Meeting, as disclosed in the Original Form 8-K filed on March 6, 2026. On March 31, 2026, the Board determined that it is in the best interests of the Company and its stockholders to change both the date of the 2026 Annual Meeting and the…

Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Entry into a Material Definitive Agreement On February 17, 2026, The Howard Hughes Corporation (“HHC”), a wholly owned subsidiary of Howard Hughes Holdings Inc. (the “Company”), completed its previously announced private offering (the “Offering”) to eligible purchasers of $1 billion aggregate principal amount of HHC senior notes consisting of (i) $500 million in aggregate principal amount of 5.875% senior notes due 2032 (the “2032 Notes”) and (ii) $500 million in aggregate principal amount of…

Termination of a Material Definitive Agreement As previously disclosed, on February 4, 2026, HHC provided notice of its intention to redeem all its $750,000,000 aggregate principal amount of outstanding 5.375% Senior Notes due 2028 (the “2028 Notes”), on February 19, 2026 (the “Redemption Date”). Substantially concurrently with the closing of the Offering of the Notes, on February 17, 2026, the Company irrevocably deposited with the trustee of the 2028 Notes sufficient funds to pay in full th…

Other Events On February 4, 2026, the Company issued a press release announcing HHC’s intention to offer, subject to market and other conditions, $1 billion in aggregate principal amount of HHC senior notes consisting of senior notes due 2032 (the “2032 Notes”) and senior notes due 2034 (the “2034 Notes” and, together with the 2032 Notes, the “Notes”), in an unregistered offering exempt from the registration requirements of the Securities Act of 1933, as amended. A copy of the press release i…

Other Events On February 4, 2026, Howard Hughes Holdings Inc. (the “Company”) issued a press release announcing that its wholly owned subsidiary, The Howard Hughes Corporation (“HHC”) priced its previously announced offering of $1 billion in aggregate principal amount of HHC senior notes consisting of (i) $500 million in aggregate principal amount of 5.875% senior notes due 2032 (the “2032 Notes”) and (ii) $500 million in aggregate principal amount of 6.125% senior notes due 2034 (the “2034 N…

Regulation FD Disclosure” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or the Exchange Act, unless specifically identified therein as being incorporated by reference. Cautionary Statement Regard…

Unregistered Sales of Equity Securities. The information set forth under

Entry into a Material Definitive Agreement Purchase Agreement On December 17, 2025, Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company (“Buyer”) and wholly-owned subsidiary of Howard Hughes Holdings Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares (“Vantage”), Carlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted l…

Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Approval of the Company’s 2025 Equity Incentive Plan by stockholders.

Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Director — Beth Kaplan and Steven Shepsman: Beth Kaplan and Steven Shepsman decided not to stand for re-election at the Company’s 2025 Annual Meeting of Stockholders.

President — L. Jay Cross: Mr. Cross will retire and cease to be an executive officer of the Company effective June 30, 2025.

Results of Operations and Financial Condition” is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Amendments to employment agreements for certain executive officers were made, including extending terms and modifying compensation provisions.