Howard Hughes Holdings Inc. 8-K Filing

Ticker: HHH · Form: 8-K · Filed: Dec 18, 2025 · CIK: 1981792

Howard Hughes Holdings Inc. 8-K Filing Summary
FieldDetail
CompanyHoward Hughes Holdings Inc. (HHH)
Form Type8-K
Filed DateDec 18, 2025
Pages13
Reading Time15 min
Key Dollar Amounts$0.01, $2.1 billion, $1.0 billion, $4.5 million
Sentimentneutral

Sentiment: neutral

FAQ

What type of filing is this?

This is a 8-K filing submitted by Howard Hughes Holdings Inc. (ticker: HHH) to the SEC on Dec 18, 2025.

What are the key financial figures in this filing?

Key dollar amounts include: $0.01 (e on which registered: Common stock $0.01 par value per share HHH New York St); $2.1 billion (acquire Vantage for a purchase price of $2.1 billion in cash (subject to certain adjustments); $1.0 billion (Closing, to purchase an amount equal to $1.0 billion (or such lesser amount as may be reques); $4.5 million (ction with the Preferred Purchase up to $4.5 million (provided that expenses incurred by PSH).

How long is this filing?

Howard Hughes Holdings Inc.'s 8-K filing is 13 pages with approximately 3,782 words. Estimated reading time is 15 minutes.

Where can I view the full 8-K filing?

The complete filing is available on SEC EDGAR. You can also read the AI-decoded analysis with risk assessment and key highlights on ReadTheFiling.

Filing Stats: 3,782 words · 15 min read · ~13 pages · Grade level 16.8 · Accepted 2025-12-18 16:45:55

Key Financial Figures

  • $0.01 — e on which registered: Common stock $0.01 par value per share HHH New York St
  • $2.1 billion — acquire Vantage for a purchase price of $2.1 billion in cash (subject to certain adjustments
  • $1.0 billion — Closing, to purchase an amount equal to $1.0 billion (or such lesser amount as may be reques
  • $4.5 million — ction with the Preferred Purchase up to $4.5 million (provided that expenses incurred by PSH

Filing Documents

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement Purchase Agreement On December 17, 2025, Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company ("Buyer") and wholly-owned subsidiary of Howard Hughes Holdings Inc. (the "Company"), entered into a Purchase and Sale Agreement (the "Purchase Agreement") with Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares ("Vantage"), Carlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted limited partnership (the "Carlyle Investor"), H&F Vantage Aggregator, L.P., a Cayman Islands exempted limited partnership (the "H&F Investor"), each of the other shareholders of Vantage (the "Additional Shareholders", and together with the Carlyle Investor and the H&F Investor, a "Seller" and collectively, the "Sellers"), the Carlyle Investor and the H&F Investor, in their capacities as the Sellers' representatives (the "Sellers' Representatives"), and, solely for the purposes of guaranteeing the obligations of Buyer pursuant to the Purchase Agreement, the Company. Pursuant to the Purchase Agreement, Buyer shall purchase from the Sellers all of Vantage's outstanding shares of capital stock (the "Vantage Transaction"). The board of directors of the Company (the "Board") has unanimously approved the Purchase Agreement and the transactions contemplated thereby, including the Vantage Transaction. Pursuant to the Purchase Agreement, Buyer will acquire Vantage for a purchase price of $2.1 billion in cash (subject to certain adjustments set forth in the Purchase Agreement). The purchase price will be reduced by certain customary categories of payments made by Vantage and its subsidiaries to related parties after September 30, 2025 until the closing of the transactions contemplated by the Purchase Agreement (the "Closing") and certain customary transaction expenses. If the Closing has not occurred on or before June 30, 2026 other than if such failure of Closing to occur by

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. The information set forth under Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On December 18, 2025, the Company issued a press release announcing the proposed acquisition, a copy of which is furnished herewith as Exhibit 99.1 and incorporated herein by reference. On December 18, 2025, the Company made available a presentation which includes information regarding the proposed acquisition to be used from time to time in presentations to current and potential investors and others with an interest in the Company. The presentation is attached hereto as Exhibit 99.2 and has been posted on our website at www.howardhughes.com under the "Investors" tab. The information contained in this Current Report on Form 8-K pursuant to this "Item 7.01 Regulation FD Disclosure" is being furnished. This information shall not be deemed to be filed for the purposes of Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the liabilities of that section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 (the "Securities Act") or the Exchange Act, unless specifically identified therein as being incorporated by reference. Cautionary Statement Regarding Forward-Looking Statements This Current Report on Form 8-K contains forward-looking of historical fact included in this Current Report on Form 8-K are forward-looking statements. The Company claims the protection of the Safe Harbor contained in the Private Securities Litigation Reform Act of 1995 for forward-looking statements. Forward-looking statements give the Company's current expectations relating to the Company's financial condition, results of operations, plans, objectives, future performance, or business. Forward-looking statements can be identified by the fact that they do not relate strictly to current or historical facts. These stat

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 10.1 *Purchase and Sale Agreement, dated December 17, 2025 10.2 Equity Commitment Letter 99.1 Press Release 99.2 Investor Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) *This filing excludes schedules, annexes and exhibits pursuant to Item 601(a)(5) of Regulation S-K, which the registrant agrees to furnish supplementally to the SEC upon request by the SEC.

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/ David O'Reilly David O'Reilly Chief Executive Officer Date: December 18, 2025

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