X0609 4 2026-04-21 0001981792 Howard Hughes Holdings Inc. HHH 0001336528 Pershing Square Capital Management, L.P. false 787 11TH AVENUE 9TH FLOOR NEW YORK NY 10019 true true 0002026053 PERSHING SQUARE HOLDCO, L.P. false 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK NY 10019 true true 0002027508 Pershing Square Holdco GP, LLC false 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK NY 10019 true true 0002027456 Pershing Square Management, LLC false 787 ELEVENTH AVENUE 9TH FLOOR NEW YORK NY 10019 true true 0001056513 ACKMAN WILLIAM A false 787 - 11TH AVENUE 9TH FLOOR NEW YORK NY 10019 true true false Common Stock, par value $0.01 per share 2026-04-21 4 J 0 341033 65.86 D 18511031 I See Footnotes Common Stock, par value $0.01 per share 2026-04-21 4 J 0 341033 65.86 A 341033 I See Footnotes Common Stock, par value $0.01 per share 9000000 I See Footnotes Common Stock, par value $0.01 per share 59393938 I See Footnotes Reflects a transfer of the Subject Securities (as defined below) from PSLP (as defined below) to PS Redemption, L.P. ("RedemptionCo"), which was formed for the purpose of giving effect to the special redemption of certain limited partner interests of PSLP in connection with a special redemption opportunity that was consummated on April 21, 2026. The closing price of the Issuer's Common Stock on April 21, 2026. In addition to Pershing Square Capital Management, L.P., a Delaware limited partnership ("PSCM"), this Form 4 is being filed jointly by Pershing Square Holdco, L.P., a Delaware limited partnership ("PS Holdco"), Pershing Square Holdco GP, LLC, a Delaware limited liability company ("PS Holdco GP"), Pershing Square Management, LLC, a Delaware limited liability company ("ManagementCo"), 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 equity securities of the Issuer reported on this Form 4 (the "Subject Securities"). 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 RedemptionCo. (A) PSCM, as the investment adviser to the Pershing Square Affiliated Funds and RedemptionCo (and other than with respect to Subject Securities held directly by PS Holdco), (B) PS Holdco, as the indirect 100% holding company of PSCM, (C) PS Holdco GP, as the sole general partner of PS Holdco, and (D) ManagementCo, as the sole member of PS Holdco GP, 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 (the "Exchange Act"). By virtue of Mr. Ackman's position as (i) the Chief Executive Officer of PSCM, (ii) a director of PS Holdco GP and (iii) a member of ManagementCo, 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 disclaims any beneficial ownership of any of the Subject Securities, except to the extent of any pecuniary interest therein. Mr. Ackman, Mr. Ben Hakim and Mr. Ryan Israel, each a member of the board of directors of the Issuer of the Subject Securities, were appointed or elected to that board as representatives of the Reporting Persons and the Pershing Square Affiliated Funds. As a result, each of those persons are directors by deputization for purposes of Section 16 of the Exchange Act. These Subject Securities are held by the Pershing Square Affiliated Funds. These Subject Securities are held by RedemptionCo. These Subject Securities are held by PS Holdco. 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 Howard Hughes Holding Inc.'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 any of the Reference Securities, except to the extent of any pecuniary interest therein. PERSHING SQUARE CAPITAL MANAGEMENT, L.P., By: /s/ William A. Ackman, Authorized Signatory 2026-04-23 PERSHING SQUARE HOLDCO, L.P., By: Pershing Square Holdco GP, LLC, its General Partner, By: /s/ William A. Ackman, Authorized Signatory 2026-04-23 PERSHING SQUARE HOLDCO GP, LLC, By: /s/ William A. Ackman, Authorized Signatory 2026-04-23 PERSHING SQUARE MANAGEMENT, LLC, By: /s/ William A. Ackman, Member and Chief Executive Officer 2026-04-23 /s/ William A. Ackman 2026-04-23