ACKMAN WILLIAM A 4
4 · Howard Hughes Holdings Inc. · Filed Jun 8, 2026
Research Summary
AI-generated summary of this filing
Howard Hughes (HHH) Pershing Square Receives $1.0B Preferred Stock Award
What Happened
- Pershing Square Capital Management, L.P. (a reported 10% owner) and affiliated reporting persons disclosed an acquisition of 140,000 shares of Howard Hughes Series A Non‑Voting Exchangeable Perpetual Preferred Stock on June 4, 2026. The reported per‑share price was $7,142.86 for an aggregate purchase price of $999,999,994 (approximately $1.0 billion). The transaction is reported on Form 4 as an acquisition (code A).
Key Details
- Transaction date: 2026-06-04; Form 4 filed: 2026-06-08 (timely filing).
- Price: $7,142.86 per share; total ≈ $1.0 billion for 140,000 shares.
- Shares owned after transaction: not specified in the Form 4.
- Notable footnotes: the preferred shares were acquired by Pershing Square Holdings, Ltd. (PSH) through its wholly‑owned subsidiaries pursuant to a Subscription Agreement tied to the Issuer’s acquisition of Vantage Group Holdings Ltd.; Pershing Square Capital Management and affiliated entities (including William A. Ackman) are joint reporting persons and disclaim beneficial ownership except to the extent of any pecuniary interest.
- Additional note: PSCM may be deemed to have an economic interest in a large number of Howard Hughes reference shares (59,393,938) under a Services Agreement that can create a performance‑related fee tied to stock price appreciation (footnote disclosure).
Context
- This was an institutional acquisition of preferred stock tied to a corporate transaction (Vantage acquisition), not a routine open‑market purchase by an individual executive. The securities are Series A non‑voting exchangeable perpetual preferred shares (not common stock), and the filing emphasizes corporate/contractual relationships that affect how beneficial ownership is reported. As always, such institutional acquisitions tied to corporate deals differ from ordinary insider purchases and should be interpreted accordingly.
Insider Transaction Report
Form 4
Pershing Square Capital Management, L.P.
Director10% Owner
Transactions
- Award
Series A Non-Voting Exchangeable Perpetual Preferred Stock
[F3][F1][F2][F4]2026-06-04$7142.86/sh+140,000$999,999,994→ 140,000 total(indirect: See footnotes)
Holdings
- 18,511,031(indirect: See footnotes)
Common Stock, par value $0.01 per share
[F1][F2][F5][F8][F9][F10][F12] - 341,033(indirect: See footnotes)
Common Stock, par value $0.01 per share
[F1][F2][F6][F8][F9][F10][F12] - 9,000,000(indirect: See footnotes)
Common Stock, par value $0.01 per share
[F1][F7][F8][F9][F10][F12] - 59,393,938(indirect: See footnotes)
Common Stock, par value $0.01 per share
[F1][F8][F9][F10][F11][F12]
Footnotes (12)
- [F1]In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by Pershing Square HHH Holdings, LLC, a Nevada limited liability company ("HHH Holdings"), Pershing Square Inc., a Nevada corporation ("PS Inc."), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), Pershing Square Partner Group, LLC, a Delaware limited liability company ("PSPG"), and William A. Ackman, a citizen of the United States of America (collectively, the "Reporting Persons"), each of whom has the same business address as PSCM and may be deemed to beneficially own the securities of the Issuer reported on this Form 4 (the "Subject Securities").
- [F10](Continued from Footnote 9) By virtue of Mr. Ackman's position as, among other positions, the Chief Executive Officer of PSCM, Mr. Ackman may be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Exchange Act. Each of the Reporting Persons and the ManagementCo Members disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein.
- [F11]These Subject Securities are not held by the Reporting Persons. However, pursuant to a Services Agreement, dated May 5, 2025, by and between PSCM and the Issuer, PSCM is entitled to a fee for services determined in part by reference to the increase, if any, in the price of a number of shares of Common Stock of the Issuer (the "Reference Securities") above $66.1453 per share, as described in greater detail in the Issuer's Form 8-K filed on May 6, 2025. Pursuant to Rule 16a-1(a) under the Exchange Act, PSCM's interest under the Services Agreement may be deemed to be a performance-related fee with respect to, and therefore beneficial ownership of, the Reference Securities. As of the date of this Form 4, the number of Reference Securities is 59,393,938. As with the other Subject Securities, each of the Reporting Persons disclaims any beneficial ownership of the Reference Securities, except to the extent of any pecuniary interest therein.
- [F12]Mr. Ackman and Mr. Israel, each a member of the board of directors of the Issuer, were appointed to or elected to that board as representatives of the Reporting Persons, the Pershing Square Affiliated Funds and RedemptionCo. As a result, each of those persons is a director by deputization for purposes of Section 16 of the Exchange Act.
- [F2]PSCM advises the accounts of Pershing Square, L.P., a Delaware limited partnership ("PSLP"), Pershing Square International, Ltd., a Cayman Islands exempted company ("PSI"), and Pershing Square Holdings, Ltd., a limited liability company incorporated in Guernsey ("PSH" and together with PSLP and PSI, the "Pershing Square Affiliated Funds") and PS Redemption, L.P., a Delaware limited partnership ("RedemptionCo").
- [F3]In connection with the completion of the acquisition of Vantage Group Holdings Ltd. by the Issuer on June 4, 2026, PSH acquired 140,000 shares of the Issuer's Series A Non-Voting Exchangeable Perpetual Preferred Stock, par value $0.01 per share, for an aggregate purchase price of approximately $1.0 billion, pursuant to the Subscription Agreement, dated as of June 4, 2026, by and between Howard Hughes Insurance Holdings, LLC, PSH and the Issuer, as described in greater detail in the Issuer's Form 8-K filed on June 5, 2026.
- [F4]These Subject Securities are held by PSH through its wholly-owned subsidiaries.
- [F5]These Subject Securities are held by the Pershing Square Affiliated Funds.
- [F6]These Subject Securities are held by RedemptionCo.
- [F7]These Subject Securities are held by HHH Holdings.
- [F8]ManagementCo holds majority voting power over PS Inc. (including in its capacity as the managing member of PSPG). PS Inc. is the indirect parent company, and PSCM is the direct parent company, of HHH Holdings. ManagementCo, PSPG, PS Inc. and PSCM may each be deemed to be the beneficial owner of the Subject Securities for purposes of Rule 16a-1(a) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
- [F9](Continued from Footnote 8) ManagementCo is governed by its members, consisting of Mr. Ackman, Ryan Israel, Ben Hakim, Michael Gonnella, Anthony Massaro and Halit Coussin (collectively, the "ManagementCo Members"). Mr. Ackman owns 24.9% of the voting interests of ManagementCo, with Mr. Israel, Mr. Hakim, Mr. Gonnella, Mr. Massaro and Ms. Coussin each owning the remainder of the voting interests equally (approximately 15% each), and the approval of a majority of the voting interests is generally required to approve any action of ManagementCo.