UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Amendment No. 2)
CURRENT REPORT
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Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed by Howard Hughes Holdings Inc. (the “Company”) with the Securities and Exchange Commission on March 6, 2026 (the “Original Form 8-K”), as amended by the Company’s Current Report on Form 8-K/A filed on March 31, 2026 (the “Prior Amendment”). The Original Form 8-K disclosed the date of the Company’s 2026 Annual Meeting of Stockholders (the “2026 Annual Meeting”) and the record date for stockholders entitled to vote at the 2026 Annual Meeting. The Prior Amendment updated those dates.
This Amendment is being filed solely to update the date of the 2026 Annual Meeting and the record date for stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting. Except as described in this Amendment, the Original Form 8-K and the Prior Amendment remain unchanged and in effect.
| Item 8.01 | Other Events. |
On August 5, 2026, the Company’s Board of Directors (the “Board”) determined that it is in the best interests of the Company and its stockholders to change both the date of the 2026 Annual Meeting and the related record date.
The 2026 Annual Meeting will now be held on Wednesday, September 30, 2026. The Board has fixed the close of business on Monday, August 17, 2026 as the record date for determining the stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting and any adjournment or postponement thereof. Only stockholders of record at the close of business on August 17, 2026 will be entitled to notice of, and to vote at, the 2026 Annual Meeting.
The specific time, location and format (including any means of remote communication, if applicable) of the 2026 Annual Meeting will be specified in the Company’s definitive proxy statement and related proxy materials for the 2026 Annual Meeting, which will be filed with the Securities and Exchange Commission and mailed or otherwise made available to stockholders entitled to vote as of the record date.
The previously announced date of September 17, 2026 for the 2026 Annual Meeting and the previously announced record date of July 22, 2026 for stockholders entitled to notice of, and to vote at, the 2026 Annual Meeting, as described in the Prior Amendment, are no longer applicable.
Because the 2026 Annual Meeting will be held on September 30, 2026, the anniversary of the Company’s 2025 annual meeting of stockholders, the deadlines previously disclosed in the Prior Amendment remain unchanged. The deadline for submission of Rule 14a-8 proposals was April 17, 2026. Under Article I, Section 7(a)(2) of the Bylaws, notices of stockholder proposals or director nominations submitted outside the Rule 14a-8 process were required to be received no earlier than June 2, 2026 and no later than July 2, 2026. In addition, notices required under Rule 14a-19 were required to be received no later than August 1, 2026. No new or extended stockholder proposal or nomination deadline is being established by this Amendment.
A copy of the Company’s press release announcing the updates above is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
| Exhibit No. |
Description | |
| 99.1 | Press Release | |
| 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/ Joseph Valane | |
| Joseph Valane | ||
| General Counsel and Secretary | ||
Date: August 11, 2026
