UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION~~

~~Washington,~~SECURITIES DCAND ~~20549~~EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~ SECTION 13 orOR 15(d) of ~~the~~OF THE

~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of Report (Date of earliest event reported): ~~August 6~~September 30, 2025

~~HOWARD~~Howard ~~HUGHES~~Hughes ~~HOLDINGS~~Holdings ~~INC~~Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-41779

93-1869991

~~001-41779~~

~~93-1869991~~

(State or other jurisdictionof incorporation)

(Commission File Number)

(I.R.S. EmployerIdentification No.)

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

9950 ~~Woodloch~~WOODLOCH ~~Forest~~FOREST ~~Drive~~DRIVE, ~~Suite~~11TH ~~1100~~ FLOOR

~~The~~THE ~~Woodlands~~WOODLANDS, Texas ~~77381~~ 77380

(Address of principal executive offices, including zip code)

~~Registrant’s telephone number, including area code:~~ (~~281~~646) ~~719~~354-~~6100~~ 3406

~~Securities~~(Registrant's ~~registered~~telephone ~~pursuant~~number, toincluding ~~Section 12(b) of~~area ~~the Act:~~code)

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

Not Applicable

~~Check~~(Former ~~the~~Name ~~appropriate~~or ~~box~~Former ~~below~~Address, if ~~the~~Changed ~~Form 8-K~~Since ~~filing~~Last ~~is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:~~Report)

Securities registered pursuant to Section 12(b) of the Securities Exchange Act of 1934:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock $0.01 par value per share	HHH	NYSE

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 (see General Instruction A.2. below):

☐ 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 of 1933 (§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 25.02 ~~Results~~. Departure of ~~Operations~~Directors ~~and~~or Certain ~~Financial~~Officers; ~~Condition~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~August 6~~September 30, 2025, at the 2025 Annual Meeting of Stockholders (the “Annual Meeting”) of Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), ~~issued~~stockholders aapproved ~~press~~the ~~release~~Company’s ~~announcing~~2025 Equity Incentive Plan (the “2025 Plan”). The 2025 Plan had been approved by the Company’s ~~financial~~Board ~~results~~of ~~for~~Directors on August 7, 2025, subject to the ~~second~~approval ~~quarter~~of ~~ended~~the ~~June 30~~stockholders, ~~2025.~~and became Aeffective ~~copy~~upon ofapproval ~~this~~by ~~press~~the ~~release~~stockholders on September 30, 2025. The 2025 Plan is attached hereto as Exhibit 99 10.1.

~~The information contained in this Current Report on Form 8-K pursuant to this “~~Item 25.~~02 Results of Operations and Financial Condition” is being furnished~~07. ~~This~~ ~~information~~Submission ~~shall not be deemed to be filed for the purposes~~ of ~~Section 18~~Matters ~~of the Securities Exchange Act of 1934 (the “Exchange Act”) or otherwise subject~~ to ~~the~~a ~~liabilities~~Vote of ~~that~~Security section or shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, unless specifically identified therein as being incorporated by referenceHolders.

~~Item~~At ~~7.01 Regulation~~the FDAnnual ~~Disclosure~~Meeting, the stockholders elected the Company’s Board of Directors (the “Board”) and voted upon three Board proposals contained within the Company’s Proxy Statement, dated August 15, 2025.

~~On August 6, 2025, the Company issued supplemental information for the second quarter ended June 30, 2025.~~ The ~~supplemental~~Board ~~information~~nominees ~~contains~~were ~~key~~elected ~~information~~with ~~about~~ the ~~Company.~~following ~~The supplemental information is attached hereto as Exhibit 99.2 and has been posted on our website at www.howardhughes.com under the “Investors” tab.~~votes:

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 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 or the Exchange Act, unless specifically identified therein as being incorporated by reference.

Nominee	For	Against		Abstentions		Broker Non- Votes
William Ackman	23,115,019		956,959		20,287		3,646,203
David Eun	23,955,292		96,507		40,466		3,646,203
Ben Hakim	23,487,349		572,510		32,406		3,646,203
Ryan Israel	23,439,289		621,462		31,514		3,646,203
Thom Lachman	24,009,429		43,693		39,143		3,646,203
David O’Reilly	23,354,758		699,103		38,404		3,646,203
Susan Panuccio	23,997,881		54,923		39,461		3,646,203
R. Scot Sellers	22,784,866		1,264,766		42,633		3,646,203
Mary Ann Tighe	23,005,947		1,036,436		49,882		3,646,203
Jean-Baptiste Wautier	23,988,744		63,494		40,027		3,646,203
Anthony Williams	22,027,276		2,025,121		39,868		3,646,203

The stockholders voted on the following proposals and cast their votes as described below:

Proposal		For		Against		Abstentions		Broker Non- Votes
An advisory (non-binding) vote to approve the compensation of the Company’s named executive officers		23,394,881		566,168		131,216		3,646,203

Proposal		For		Against		Abstentions		Broker Non- Votes
A vote to approve the Howard Hughes Holdings Inc. 2025 Equity Incentive Plan		23,607,854		373,731		110,680		3,646,203

Proposal		For		Against		Abstentions
A vote to ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for fiscal 2025		27,617,230		83,030		38,208

Item 9.01 Financial Statements and Exhibits.

(d)

Exhibits

Exhibit No.	Description	~~Description~~
99.1		Press release dated August 6, 2025, announcing the Company’s financial results for the quarter ended June 30, 2025
10.1	Howard Hughes Holdings Inc. 2025 Equity Incentive Plan
99.2		Supplemental information for the quarter ended June 30, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)
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. By: /s/ ~~David~~Joseph ~~O'Reilly~~Valane ~~David~~Joseph ~~O'Reilly~~Valane ~~Chief~~General ~~Executive~~Counsel ~~Officer~~& Secretary

Date: ~~August~~ October 6, 2025

Filing Compare · Howard Hughes Holdings Inc.