ACKMAN WILLIAM A 4

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.