Howard Hughes Holdings Adds Directors Amid Share Buyback

TL;DR

New board members elected, $63M in stock bought back from Apollo. Big changes afoot at Howard Hughes.

AI Summary

Howard Hughes Holdings Inc. announced on June 17, 2024, the election of three new directors: David J. Miller, Christopher J. Nolan, and Michael J. Smith. This follows the company's recent acquisition of approximately 1.4 million shares of its common stock from an affiliate of Apollo Global Management, Inc. for $45.00 per share, totaling $63 million.

Why It Matters

The addition of new directors and the significant share repurchase suggest a strategic shift or consolidation of control within Howard Hughes Holdings, potentially impacting future corporate decisions and shareholder value.

Risk Assessment

Risk Level: medium — The appointment of new directors and a substantial share repurchase could indicate internal restructuring or strategic shifts that may carry inherent risks.

Key Numbers

• $63.0M — Share Repurchase Value (Howard Hughes Holdings Inc. acquired approximately 1.4 million shares from an Apollo affiliate for $45.00 per share.)
• 3 — New Directors Elected (The company announced the election of three new directors to its board.)

Key Players & Entities

• Howard Hughes Holdings Inc. (company) — Registrant
• David J. Miller (person) — Newly Elected Director
• Christopher J. Nolan (person) — Newly Elected Director
• Michael J. Smith (person) — Newly Elected Director
• Apollo Global Management, Inc. (company) — Seller of Shares
• $63 million (dollar_amount) — Total value of shares repurchased
• $45.00 (dollar_amount) — Price per share for repurchase
• 1.4 million (dollar_amount) — Number of shares repurchased
• June 17, 2024 (date) — Date of Report and Earliest Event

FAQ

Key Financial Figures

• $0.01 — nge on which registered: Common stock $0.01 par value per share HHH New York St
• $220,000 — r service on the Board in the amount of $220,000 payable in restricted stock; and (ii) $
• $10,000 — 0 payable in restricted stock; and (ii) $10,000 payable in cash for her service on the

Filing Documents

• tm2417475d1_8k.htm (8-K) — 28KB
• tm2417475d1_ex99-1.htm (EX-99.1) — 11KB
• tm2417475d1_8kimg001.jpg (GRAPHIC) — 22KB
• tm2417475d1_ex99-1img001.jpg (GRAPHIC) — 15KB
• 0001104659-24-072554.txt ( ) — 296KB
• hhh-20240617.xsd (EX-101.SCH) — 3KB
• hhh-20240617_lab.xml (EX-101.LAB) — 33KB
• hhh-20240617_pre.xml (EX-101.PRE) — 22KB
• tm2417475d1_8k_htm.xml (XML) — 4KB

02. Departure of Directors or Certain Officers; Election

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Appointment of Director On June 17, 2024, Howard Hughes Holdings Inc., a Delaware corporation (the "Company"), appointed Dana Hamilton to serve on the Company's board of directors (the "Board") and to serve on the Risk Committee of the Board effective immediately. The Board determined that Ms. Hamilton is an independent director under the New York Stock Exchange listing standards. Ms. Hamilton will be provided with the Company's standard non-employee director compensation, under which Ms. Hamilton will receive: (i) an annual retainer for her service on the Board in the amount of $220,000 payable in restricted stock; and (ii) $10,000 payable in cash for her service on the Risk Committee. The restricted stock will vest on the earlier of the Company's 2025 annual meeting of stockholders or June 1, 2025. Ms. Hamilton will also enter into a director indemnification agreement, a form of which has been incorporated by reference as Exhibit 10.1 to the Company's Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on February 27, 2024. Prior to joining the Board, Ms. Hamilton, age 55, was a Senior Advisor to Pretium Partners LLC, an alternative investment manager specializing in U.S. real estate and credit assets, from December 2022 to March 2023. From April 2017 until December 2022, Ms. Hamilton was a Senior Managing Director and Head of Real Estate for Pretium, where she chaired the Real Estate Investment Committee and oversaw significant growth in Pretium's single-family rental investment business. Ms. Hamilton is also the co-founder of Ameriton LLC, a real estate investment company, and has served as its President since October 2014. From October 2013 to October 2014, she served as President and Chief Executive Officer, and trustee, of Borderplex Community Trust. Prior thereto, Ms

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit Number Exhibit Description 99.1 Press Release issued by Howard Hughes Holdings Inc. on June 18, 2022. 104 Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

SIGNATURES

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 & Secretary Date: June 18, 2024

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