Howard Hughes Holdings Inc. (Form: 8-K, Received: 02/04/2026 08:19:19)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 4, 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. ¨

Item 7.01

Regulation FD Disclosure

Howard Hughes Holdings Inc. (the “Company”) is disclosing under Item 7.01 of this Current Report on Form 8-K the information contained in Exhibit 99.1, which information is incorporated by reference herein. The information contained in Exhibit 99.1 is excerpted from a preliminary offering memorandum that is being disseminated in connection with the private offering of senior notes by its wholly owned subsidiary, The Howard Hughes Corporation (“HHC”) as described below. Such information contains certain preliminary unaudited estimated financial results of HHC for the fourth quarter and the fiscal year ended December 31, 2025.

The information contained in this Item 7.01 and in the accompanying Exhibit 99.1 shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 8.01

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 is furnished hereto as Exhibit 99.2 and is incorporated herein by reference.

In addition, on February 4, 2026, the Company issued a press release announcing the redemption by HHC of $750,000,000 aggregate principal amount outstanding of HHC’s 5.375% Senior Notes due 2028 (the “2028 Notes”) on February 19, 2026 (the “redemption date”). The redemption price for the 2028 Notes will be equal to 100.896% of the principal amount thereof, plus accrued and unpaid interest on the 2028 Notes to, but excluding, the redemption date, for a total payment to holders of $1,011.6475 per $1,000 principal amount of 2028 Notes. HHC intends to fund the redemption of the 2028 Notes with proceeds from the offering of the 2032 Notes and the 2034 Notes. A copy of the press release is furnished hereto as Exhibit 99.3 and incorporated herein by reference.

This Current Report on Form 8-K is not an offer to sell or a solicitation of an offer to buy any security, nor shall there be any sales of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. This Current Report on Form 8-K does not constitute a notice of redemption with respect to any of the Company’s senior notes. Such notice, if any, will be given in accordance with the terms of the applicable indenture.

Item 9.01		Financial Statements and Exhibits

Exhibit No.		Description
99.1		Excerpts from HHC’s Preliminary Offering Memorandum.

99.2		Press release dated February 4, 2026 announcing HHC’s intention to offer 2032 Notes and 2034 Notes.

99.3		Press release dated February 4, 2026, announcing HHC’s redemption of 2028 Notes.

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.

Date: February 4, 2026	By:	/s/ Joseph Valane
		Joseph Valane
		General Counsel & Secretary

Exhibit 99.1

Recent Developments relating to the Company

Preliminary Unaudited Estimated Selected Financial Information for the Quarterly and Annual Periods Ended December 31, 2025

Set forth below are HHC’s preliminary estimates of selected financial information. The preliminary financial information includes: (i) selected unaudited estimated financial information for the three months and year ended December 31, 2025, and (ii) actual financial results derived from HHC’s unaudited interim financial statements for the three months ended December 31, 2024, and HHC’s audited consolidated financial statements for the year ended December 31, 2024.

HHC’s final results remain subject to the completion of management’s final review and other closing procedures, or subsequent events, as well as the completion of the audit of HHC’s financial statements and the execution of internal controls over financial reporting. Accordingly, you should not place undue reliance on our preliminary results set forth below, which may differ from actual results. These preliminary results are not necessarily indicative of any future period and actual results may differ materially from those described above. These preliminary results should not be viewed as a substitute for full audited financial statements prepared in accordance with GAAP. The audit of HHC’s consolidated financial statements as of and for the year ended December 31, 2025, will not be finalized until after the completion of this offering. During the course of the preparation of HHC’s audited consolidated financial statements and the notes thereto by management, which will be further subjected to an audit, additional items that require adjustments to the preliminary results presented below may be identified.

The preliminary financial information has been prepared by, and is the responsibility of, our management. Our independent registered public accounting firm, KPMG LLP, has not audited, reviewed or performed any procedure with respect to this preliminary financial information, and KPMG LLP does not express an opinion or any form of assurance on such information.

You should read this information together with “Risk Factors,” and “Cautionary Statement Regarding Forward-Looking Statements” included elsewhere herein and HHC’s consolidated financial statements and the notes thereto included in the Audited Financials of HHC’s 2024 Annual Report.

Based upon currently available information, we estimate, (i) total revenues to be in the range of approximately $619 million to $629 million for the three months ended December 31, 2025, compared to $984 million for the three months ended December 31, 2024, (ii) net income from continuing operations to be in the range of approximately $14 million to $15 million for the three months ended December 31, 2025, compared to $163 million for the three months ended December 31, 2024, (iii) MPC EBT to be in the range of approximately $100 million to $111 million for the three months ended December 31, 2025, compared to $57 million for the three months ended December 31, 2024, and (iv) Operating Assets NOI to be in the range of approximately $63 million to $69 million for the three months ended December 31, 2025, compared to $59 million for the three months ended December 31, 2024.

Based upon currently available information, we estimate (i) total revenues to be in the range of approximately $1,470 million to $1,480 million for the year ended December 31, 2025, compared to $1,751 million for the year ended December 31, 2024, (ii) net income from continuing operations to be in the range of approximately $126 million to $139 million for the year ended December 31, 2025, compared to $288 million for the year ended December 31, 2024 (iii) MPC EBT to be in the range of approximately $452 million to $500 million for the year ended December 31, 2025, compared to $349 million for the year ended December 31, 2024, and (iv) Operating Assets NOI to be in the range of approximately $249 million to $275 million for the year ended December 31, 2025, compared to $245 million for the year ended December 31, 2024.

Non-GAAP Financial Measures

The excerpt above contains non-GAAP financial measures. Non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered a substitute for the financial statements prepared in accordance with GAAP. The non-GAAP financial information presented may be determined or calculated differently by other companies and may not be comparable to similarly titled measures.

Net Operating Income (NOI)

Operating Assets NOI is defined as operating revenues (rental income, tenant recoveries, and other revenue) less operating expenses (real estate taxes, repairs and maintenance, marketing, and other property expenses). Operating Assets NOI excludes straight-line rents and amortization of tenant incentives, net; interest expense, net; ground rent amortization; demolition costs; other income (loss); depreciation and amortization; development-related marketing costs; gain on sale or disposal of real estate and other assets, net; loss on extinguishment of debt; provision for impairment; and equity in earnings from unconsolidated ventures.

We believe that NOI is a useful supplemental measure of the performance of our Operating Assets segment because it provides a performance measure that reflects the revenues and expenses directly associated with owning and operating real estate properties. We use NOI to evaluate our operating performance on a property-by-property basis because NOI allows us to evaluate the impact that property-specific factors such as rental and occupancy rates, tenant mix, and operating costs have on our operating results, gross margins, and investment returns.

A reconciliation of segment EBT to NOI for Operating Assets is presented in the table below:

	Three Months Ended December 31,									Year Ended December 31,
(In thousands)	2025 Estimated Low			2025 Estimated High			2024 Actual			2025 Estimated Low			2025 Estimated High			2024 Actual
Operating Assets segment EBT	$	(12,100	)	$	(13,400	)	$	(513	)	$	(25,800	)	$	(28,600	)	$	(28,455	)
Add back:
Depreciation and amortization		41,900			46,200			43,137			164,100			181,600			169,040
Interest (income) expense, net		32,500			36,000			34,439			129,800			143,500			138,207
Equity in (earnings) losses from unconsolidated ventures		(400	)		(400	)		(1,775	)		(4,600	)		(5,100	)		(5,819	)
(Gain) loss on sale or disposal of real estate and other assets, net		—			—			(14,948	)		(13,600	)		(15,100	)		(22,907	)
(Gain) loss on extinguishment of debt		200			200			267			700			700			465
Impact of straight-line rent		(200	)		(200	)		(1,765	)		(1,900	)		(2,100	)		(4,770	)
Other		600			700			69			400			400			(306	)
Operating Assets NOI		62,500			69,100			58,911			249,100			275,300			245,455

See “Use of Non-GAAP Financial Measures” in this offering memorandum.

Exhibit 99.2

The Howard Hughes Corporation Commences Offering of Senior Notes

THE WOODLANDS, Texas, February 4, 2026 – Howard Hughes Holdings Inc. (NYSE: HHH) (“Howard Hughes,” “HHH,” or the “Company”) today announced that its wholly owned subsidiary, The Howard Hughes Corporation (“HHC”) has commenced an offering through a private placement, subject to market and other conditions, to offer $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”).

HHC intends to use the net proceeds of the offering to redeem all of its outstanding 5.375% Senior Notes due 2028 (the “2028 Notes”), including the payment of premiums, accrued and unpaid interest and expenses related to such redemption and for general corporate purposes. This press release shall not constitute a notice of redemption of the 2028 Notes.

The Notes are being offered in a private placement, solely to persons reasonably believed to be qualified institutional buyers in reliance on the exemption from registration provided by Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), or outside the United States to persons other than “U.S. persons” in reliance on Regulation S under the Securities Act. The Notes have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

About Howard Hughes Holdings Inc.

Howard Hughes Holdings Inc. (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

Exhibit 99.3

The Howard Hughes Corporation to Redeem its 5.375% Senior Notes due 2028

THE WOODLANDS, Texas, February 4, 2026 – Howard Hughes Holdings Inc. (NYSE: HHH) (“Howard Hughes,” “HHH,” or the “Company”) today announced that its wholly owned subsidiary, The Howard Hughes Corporation (“HHC”), has given notice of its intention to redeem all of HHC’s outstanding 5.375% Senior Notes due 2028 (the “Notes”) on February 19, 2026 (the “redemption date”).

The aggregate principal amount outstanding of the Notes is $750,000,000. The redemption price for the Notes will be equal to 100.896% of the principal amount thereof, plus accrued and unpaid interest on the Notes to, but excluding, the redemption date, for a total payment to holders of $1,011.6475 per $1,000 principal amount of Notes.

HHC intends to fund the redemption of the Notes with proceeds from its previously announced offering of senior notes due 2032 and senior notes due 2034 (the “New Notes Offering”). HHC’s obligation to redeem the Notes is subject to the completion of the closing of the New Notes Offering. On and after the redemption date, the Notes will no longer be deemed outstanding, interest will cease to accrue thereon, and all rights of the holders of the Notes will cease, except for the right to receive the redemption price.

Payment of the redemption price for the Notes will be made in accordance with the applicable procedures of The Depository Trust Company.

Computershare Trust Company, N.A. is the trustee, paying agent and registrar for the Notes.

This press release is for information purposes only and shall not constitute a notice of redemption. The redemption shall be made solely pursuant to the official notice of redemption required under the indenture governing the Notes, which notice shall be provided by the trustee on behalf of HHC. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of, the Notes or any other securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.