Form 8-K/A

8-K/A — Howard Hughes Holdings Inc.

Accession: 0001104659-26-037929

Filed: 2026-03-31

Period: 2026-03-05

CIK: 0001981792

SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)

Item: Other Events

Item: Financial Statements and Exhibits

Documents

8-K/A — tm2610739d1_8ka.htm (Primary)

EX-99.1 — EXHIBIT 99.1 (tm2610739d1_ex99-1.htm)

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UNITED STATES SECURITIES AND EXCHANGE

COMMISSION

Washington, DC 20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

Pursuant

to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 31, 2026

(March 5, 2026)

HOWARD HUGHES HOLDINGS INC.

(Exact name of registrant as specified

in its charter)

Delaware

(State or other jurisdiction

of incorporation)

001-41779

(Commission File Number)

93-1869991

(I.R.S. Employer

Identification No.)

9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas 77381

(Address of principal executive offices)

Registrant’s telephone number, including

area code: (281) 719-6100

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange on which

registered:

Common stock $0.01 par value per share

HHH

New York Stock Exchange

Check the appropriate box below if the Form 8-K filing

is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written

communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting

material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement

communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement

communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act (§230.405

of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth

company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying

with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Explanatory Note

This Current Report on Form 8-K/A (this “Amendment”)

amends the Current Report on Form 8-K filed by Howard Hughes Holdings Inc. (the “Company”) with the Securities and Exchange

Commission on March 6, 2026 (the “Original Form 8-K”). The Original Form 8-K disclosed the date of the Company’s 2026

Annual Meeting of Stockholders (the “2026 Annual Meeting”) and the record date for stockholders entitled to vote at the 2026

Annual Meeting.

This Amendment is being filed solely to update

the date of the 2026 Annual Meeting and the record date for stockholders entitled to vote at the 2026 Annual Meeting. Except as described

in this Amendment, the Original Form 8-K remains unchanged and in effect.

Item 8.01

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 related record date in order to allow the Board and management to provide a timely update regarding, and discuss with stockholders,

the Company’s previously announced acquisition of Vantage Group Holdings Ltd., a privately held leading specialty insurance and

reinsurance company, which is currently expected to close in the second quarter of 2026.

The 2026 Annual Meeting will

now be held on September 17, 2026. The Board has fixed the close of business on July 22, 2026 as the record date for determining the stockholders

entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournment or postponement thereof. Only stockholders of record

at the close of business on July 22, 2026 will be entitled to notice of, and to vote at, the 2026 Annual Meeting.

The specific time, location

and format (including any means of remote communication, if applicable) of the 2026 Annual Meeting will be specified in the Company’s

definitive proxy statement and related proxy materials for the 2026 Annual Meeting, which will be filed with the Securities and Exchange

Commission and mailed or otherwise made available to stockholders entitled to vote as of the record date.

The previously announced date

of June 4, 2026 for the 2026 Annual Meeting and the previously announced record date of April 6, 2026 for stockholders entitled to vote

at the 2026 Annual Meeting, as described in the Original Form 8-K, are no longer applicable.

In connection with the foregoing,

the Company is providing updated deadlines regarding the submission of stockholder proposals pursuant to Rule 14a-8 (“Rule 14a-8”)

under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) for the 2026 Annual Meeting. In order for a stockholder

proposal, submitted pursuant to Rule 14a-8, to be considered timely for inclusion in the Company’s proxy statement and form of proxy

for the Annual Meeting, such proposal must be received no later than a reasonable time before the Company plans to begin printing and

mailing its proxy materials. Accordingly, the deadline for submission of Rule 14a-8 proposals to be included in the Company’s proxy

materials for the Annual Meeting is April 17, 2026.

In accordance with the Company’s amended and restated bylaws

(the “Bylaws”), because the date of the 2026 Annual Meeting is less than thirty (30) days before the anniversary date of the

immediately preceding 2025 annual meeting of stockholders, stockholder proposals submitted outside of the Rule 14a-8 process and nominations

for election to the Board at the Annual Meeting, even if the nomination is not to be included in the proxy statement for such meeting,

must be delivered not earlier than the close of business on the one hundred twentieth (120th) day prior to the anniversary of the preceding

annual meeting and not later than the close of business on the later of the ninetieth (90th) day prior to the anniversary of the preceding

annual meeting. Accordingly, notice of stockholder proposals or director nominations under the Bylaws for the Annual Meeting must be received

no earlier than June 2, 2026 and no later than July 2, 2026.

In addition to satisfying

the requirements under the Bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of

director nominees other than the Company’s nominees must provide notice that sets forth the information required by Rule 14a-19

under the Exchange Act no later than August 1, 2026.

A copy of the Company’s

press release announcing the updates above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.

Description

99.1

Press Release

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

HOWARD HUGHES HOLDINGS INC.

By:

/s/ Joseph Valane

Joseph Valane

General Counsel and Secretary

Date: March 31, 2026

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2610739d1_ex99-1.htm · Sequence: 2

Exhibit 99.1

Howard Hughes Holdings Announces New Date of

September 17 for Annual Shareholder Meeting

HHH

Executive Chairman Bill Ackman and Chief Investment Officer Ryan Israel to present on the Company’s acquisition of Vantage

Group Holdings, anticipated to close in Q2

THE WOODLANDS, Texas, March 31, 2026 – Howard Hughes Holdings (NYSE: HHH) announced today that its 2026 Annual Shareholder

Meeting, originally scheduled for June, will now take place in New York City on Thursday, September 17. HHH Executive Chairman Bill Ackman

and Chief Investment Officer Ryan Israel will present on the Company’s acquisition of Vantage Group Holdings, which is expected

to close in Q2. They will be joined by Chief Executive Officer David O’Reilly for a Q&A session with the audience.

“Convening our 2026 Shareholder Meeting in September will enable

us to share strategic insights into our acquisition of Vantage following its expected closing in Q2,” said Bill Ackman, Executive

Chairman of Howard Hughes. “We look forward to discussing how the combination of Vantage's insurance expertise and Pershing Square's

investment capabilities creates the opportunity to build a large, highly profitable insurance company and an important source of long-term

value creation for Howard Hughes shareholders.”

Details of

the upcoming shareholder meeting, including the specific time and location, will be provided in a forthcoming press release and in the

Company’s definitive proxy statement. The meeting is open to the public; advance registration is required, and priority

will be given to HHH stockholders. Only HHH stockholders of record as of July 22, 2026, will be entitled to vote at the meeting.

About Howard

Hughes Holdings Inc.

Howard Hughes Holdings (HHH) is a holding company focused on growing

long-term shareholder value. Through its real estate platform, Howard Hughes Communities, HHH owns, manages, and develops commercial,

residential, and mixed-use real estate throughout the U.S. Its award-winning assets include the country’s preeminent portfolio

of master planned communities, as well as operating properties and development opportunities including The Woodlands®, Bridgeland®

and The Woodlands Hills® in Greater Houston; Summerlin® in Las Vegas; Teravalis™ in Greater Phoenix; Ward Village®

in Honolulu; and Merriweather District in Columbia, Maryland. Howard Hughes Holdings Inc. is traded on the New York Stock Exchange as

HHH. For additional information visit www.howardhughes.com.

Safe Harbor

Statement

Statements made in this press

release that are not historical facts, including statements accompanied by words such as “will,” “believe,” “expect,”

“enables,” “realize,” “plan,” “intend,” “assume,” “transform”

and other words of similar expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform

Act of 1995. These statements are based on management’s expectations, estimates, assumptions, and projections as of the date of

this release and are not guarantees of future performance. Actual results may differ materially from those expressed or implied in these

statements. Factors that could cause actual results to differ materially are set forth as risk factors in Howard Hughes Holdings Inc.’s

filings with the Securities and Exchange Commission, including its Quarterly and Annual

Reports. Howard Hughes Holdings Inc. cautions you not to place undue reliance

on the forward-looking statements contained in this release. Howard Hughes Holdings Inc. does

not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances

that arise after the date of this release.

###

Media Relations:

Cristina Carlson

Howard Hughes

cristina.carlson@howardhughes.com

646-822-6910

Francis McGill

Pershing

Square

McGill@persq.com

212-909-2455

Investor Relations:

investorrelations@howardhughes.com

281-929-7700

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