8-K - HHH - Equibles

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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): October 17, 2023

Howard Hughes Holdings Inc.

(Exact name of registrant as specified in its charter)

Delaware<br><br> <br>(State or other jurisdiction<br> of incorporation)	001-41779<br><br> <br>(Commission<br><br> File Number)	93-1869991<br><br> <br>(IRS Employer<br><br> Identification No.)

9950 Woodloch Forest Drive, Suite 1100

The Woodlands, Texas 77380

(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:

		Name of each exchange on which
Title of each class:	Trading Symbol(s)	registered
Common<br> stock $0.01 par value per share	HHH	New<br> 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<br> the Securities Act (17 CFR 230.425)
¨	Soliciting material pursuant to Rule 14a-12 under<br> the Exchange Act (17 CFR 240.14a-12)
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¨	Pre-commencement communications pursuant to Rule 14d-2(b) under<br> the Exchange Act (17 CFR 240.14d-2(b))
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¨	Pre-commencement communications pursuant to Rule 13e-4(c) under<br> the Exchange Act (17 CFR 240.13e-4(c))
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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 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As previously disclosed, Saul Scherl transitioned from his prior role as President, New York Tri-State Region and, effective January 1, 2023, continued employment during a transition period as Senior Advisor, Seaport. Mr. Scherl’s employment with Howard Hughes Holdings Inc. (the “Company”) and its affiliates has now terminated. In connection with that termination, the Company and Mr. Scherl have agreed that all of his outstanding equity incentive compensation awards will be canceled in exchange for a one-time cash payment from the Company of $1,776,891. This has an anti-dilutive effect of 133,562 stock awards.

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: October 19, 2023	By:	/s/ David O'Reilly
	Name:	David O’Reilly
	Title:	Chief Executive Officer