Form 8-K
8-K — Howard Hughes Holdings Inc.
Accession: 0001104659-26-046045
Filed: 2026-04-21
Period: 2026-04-17
CIK: 0001981792
SIC: 6798 (REAL ESTATE INVESTMENT TRUSTS)
Item: Entry into a Material Definitive Agreement
Item: Unregistered Sales of Equity Securities
Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers
Item: Other Events
Item: Financial Statements and Exhibits
Documents
8-K — tm2612268d1_8k.htm (Primary)
EX-4.1 — EXHIBIT 4.1 (tm2612268d1_ex4-1.htm)
EX-4.2 — EXHIBIT 4.2 (tm2612268d1_ex4-2.htm)
EX-99.1 — EXHIBIT 99.1 (tm2612268d1_ex99-1.htm)
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GRAPHIC (tm2612268d1_ex99-1img001.jpg)
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8-K (Primary)
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UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
Washington, DC 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): April 17, 2026
HOWARD HUGHES HOLDINGS INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction
of incorporation)
001-41779
(Commission File Number)
93-1869991
(I.R.S. Employer
Identification No.)
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77381
(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:
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
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 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 (§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 1.01 Entry into a Material Definitive Agreement.
On April 20, 2026, Howard Hughes Holdings
Inc. (the “Company”) entered into a warrant agreement with Mr. Grandisson, pursuant to which Mr. Grandisson agreed to purchase
warrants (the “Warrants”) to acquire 1,131,273 shares of the Company’s common stock, par value $0.01 per share, at an
exercise price equal to $100 per share, in a non-brokered private placement. Mr. Grandisson paid a purchase price of $10,000,000 for the
Warrants, which become exercisable on April 20, 2030 and expire on April 20, 2031. The Warrants are subject to certain transfer
restrictions until April 20, 2030. The foregoing descriptions of the Warrants do not purport to be complete and are qualified in
their entirety by the full text of the Warrants, a form of which is filed as Exhibit 4.1, to this Current Report on Form 8-K and is hereby
incorporated by reference into this Item 1.01.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained in Item 1.01 of this
Current Report on Form 8-K with respect to the Warrants is incorporated into this Item 3.02 by reference.
The Warrants have not been and will not be registered
under the U.S. Securities Act of 1933, as amended (the “Securities Act”), or the securities laws of any state or other jurisdiction,
and were offered in reliance upon the exemption from registration afforded by Section 4(a)(2) under the Securities Act and/or Regulation
D promulgated thereunder and, as applicable, corresponding provisions of state securities laws, which exempt transactions by an issuer
not involving any public offering. Mr. Grandisson is an “accredited investor” as such term is defined in Regulation D promulgated
under the Securities Act.
Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On April 17, 2026, Ben Hakim, a member of the Board
of Directors (the “Board”) of the Company, informed the Company of his decision to resign as a director of the Company, effective
May 7, 2026. Mr. Hakim’s decision to resign was not the result of any disagreement with the Company or its management on any matter
relating to the Company’s operations, policies or practices.
Pursuant to the Shareholder Agreement (the “Shareholder
Agreement”), dated May 5, 2025, by and between the Company, Pershing Square Holdco, L.P. (“PS Holdco”) and Pershing
Square Capital Management, L.P., PS Holdco has designated Marc Grandisson to fill the vacancy on the Board resulting from Mr. Hakim’s
resignation. On April 19, 2026, in connection with Mr. Hakim’s resignation and PS Holdco’s designation of Mr. Grandisson,
the Board, upon the recommendation of the Nominating and Corporate Governance Committee, appointed Mr. Grandisson as a member of the Board
effective as of the date and time of Mr. Hakim’s resignation.
In connection with his appointment, Mr. Grandisson
and the Company have entered into (i) the Company’s standard form of indemnification agreement (the “Indemnification Agreement”),
which provides for indemnification of an indemnitee to the fullest extent permitted by law and (ii) an indemnification agreement (the
“Supplemental Indemnification Agreement”) pursuant to which the Company has agreed to indemnify Mr. Grandisson against certain
claims related to his prior employment. The foregoing descriptions of the Indemnification Agreement and Supplemental Indemnification Agreement
do not purport to be complete and are qualified in their entirety by the full text of the Indemnification Agreement, a form of which was
filed with the Securities and Exchange Commission on November 12, 2010 as Exhibit 10.7, and the Supplemental Indemnification Agreement,
a copy of which is filed as Exhibit 4.2, to this Current Report on Form 8-K and is hereby incorporated by reference into this Item 5.02.
Other than as disclosed herein, Mr. Grandisson
is not a party to any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Item 8.01 Other Events.
On April 20, 2026, the Company issued a press release
announcing Mr. Grandisson’s appointment to the Board and his purchase of the Warrants. A copy of the press release is attached as
Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits:
Exhibit
Number
Description
4.1
Form of Warrant Agreement, by and between the Company and Marc Grandisson, dated April 20, 2026.
4.2
Supplemental Indemnification Agreement, by and between the Company and Marc Grandisson, dated April 20, 2026.
99.1
Press Release, dated April 20, 2026.
104
Cover Page Interactive Data File (the cover page XBRL tags are 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: April 21, 2026
EX-4.1 — EXHIBIT 4.1
EX-4.1
Filename: tm2612268d1_ex4-1.htm · Sequence: 2
Exhibit 4.1
EXECUTION
VERSION
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER
THE SECURITIES ACT OF 1933 (“THE ACT”) OR UNDER THE SECURITIES OR BLUE SKY LAWS OF ANY STATE (THE “LAWS”).
THESE SECURITIES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF A REGISTRATION AND QUALIFICATION OF
THESE SECURITIES UNDER THE ACT AND THE LAWS OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION AND QUALIFICATION
ARE NOT REQUIRED UNDER THE ACT AND THE LAWS.
WARRANT
AGREEMENT
THIS WARRANT AGREEMENT (this
“Warrant”) is entered into and effective on April 20, 2026 (the “Effective Date”), by and between
Howard Hughes Holdings Inc., a Delaware corporation (the “Company”), and MGFT Investments LLC, a Delaware limited liability
company, solely owned and controlled by a trust for the benefit of certain members of Marc Grandisson’s family (such entity, the
“Warrantholder” and Marc Grandisson, the “Manager”).
NOW, THEREFORE, in consideration
of the mutual covenants and agreements contained in this Warrant, the Company and the Warrantholder certify and agree as follows:
1. Purchase
of the Right to Purchase Stock. On the terms and subject to the conditions set forth in this Warrant, on the Effective Date, the
Company shall grant and sell to Warrantholder, and the Warrantholder shall purchase, a warrant (the “Warrant”) to
purchase from the Company, at Warrantholder’s option, 1,131,273 shares (the “Warrant Shares”) of the common
stock of the Company, par value $0.01 per share (“Common Stock”), at the exercise price of $100.00 per Warrant Share
(the “Exercise Price”). The purchase price for the Warrant paid by Warrantholder to the Company shall be an amount
in cash equal to the product of (i) $8.84 and (ii) the number of Warrant Shares granted pursuant to this Warrant as of the
Effective Date.
2. Exercise
Period. This Warrant may only be exercised with respect to all or a portion of the Warrant Shares on or after the fourth (4th)
year anniversary of the Effective Date (the “Initial Exercise Date”) and on or prior to the fifth (5th)
anniversary of the Effective Date (the “Expiration Date”), after which date this Warrant shall terminate as to any
unexercised portion hereof.
3. Manner
of Exercise.
(a) Notice
of Exercise. This Warrant may only be exercised by the Warrantholder during the Company’s normal business hours on any day other
than a Saturday or a Sunday or a day on which commercial banking institutions in New York, New York are authorized by law to be closed
(a “Business Day”), by surrender of this Warrant to the Company at its office, accompanied by a written exercise notice
in the form attached as Annex A to this Warrant (the “Notice of Exercise”) duly executed by the Warrantholder,
together with the payment to the Company of an amount equal to the Exercise Price multiplied by the number of Warrant Shares purchased
upon exercise of this Warrant (“Aggregate Exercise Price”). Upon surrender of this Warrant, the Company shall cancel
this Warrant document and shall, in the event of partial exercise, replace it with a new Warrant document in accordance with Section 6
below.
(b) Purchase
of Warrant Shares. Except as provided for in Section 3(c), each exercise of this Warrant must be accompanied by payment
in full of the Aggregate Exercise Price in cash by check or wire transfer in immediately available funds.
(c) Exchange
of Warrant Shares. If the Warrantholder elects the exchange option, the Warrantholder shall be entitled (without cash payment) to
receive that number of Warrant Shares having an aggregate Market Value (determined pursuant to Section 3(c)(i)) on the date
of exercise equal to the difference between the Market Value of the number of Warrant Shares exercised and the aggregate Exercise Price
thereof.
(i) As
used herein, “Market Value” means, as of any particular date, the average of the daily volume-weighted average trading
prices of the Common Stock during the thirty (30) consecutive trading days ending on the trading day prior to the day as of which “Market
Value” is being determined.
(ii) For
purposes of Rule 144 and sub-section (d)(3)(ii) thereof, it is intended, understood, and acknowledged that the Common Stock
issuable upon exercise of this Warrant in a cashless exercise transaction as described in this Section 3(c) shall be
deemed to have been acquired at the time this Warrant was issued. Moreover, it is intended, understood, and acknowledged that the holding
period for the Common Stock issuable upon exercise of this Warrant in a cashless exercise transaction as described in this Section 3(c) above
shall be deemed to have commenced on the date this Warrant was issued.
4. Limitations
on Exercise. Notwithstanding anything to the contrary, if the Warrantholder is prohibited from exercising this Warrant, in whole or
in part, due to the necessity of obtaining any required governmental or regulatory approval in connection with such exercise (including
under the Hart-Scott-Rodino Act, applicable insurance laws, or other applicable law), and the Warrantholder is using reasonable best efforts
to obtain such approval, then the Expiration Date shall be extended on a day-for-day basis for the period during which such prohibition
is in effect; provided, that such extension shall not exceed eighteen (18) months. The Company shall use reasonable best efforts
to cooperate with the Warrantholder in connection with obtaining any such approval.
5. Effective
Time of Exercise. Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on
the Business Day on which this Warrant shall have been duly surrendered to the Company as provided in Section 3, and, at such
time, the Warrantholder in whose name any certificate or certificates for Warrant Shares shall be issuable upon exercise as provided in
Section 6 shall be deemed to have become the holders of record of the number of Warrant Shares purchased upon exercise of
this Warrant.
6. Delivery
of Common Stock Certificates. As soon as reasonably practicable after each exercise of this Warrant, in whole or in part, and in any
event within five (5) Business Days thereafter, the Company, at its expense (including the payment by it of any applicable issue
taxes), will cause to be issued in the name of and delivered to the Warrantholder hereof or, as the Warrantholder (upon payment by the
Warrantholder of any applicable transfer taxes) may direct (i) a certificate or certificates (with appropriate restrictive legends,
as applicable) for the number of duly authorized, validly issued, fully paid and non-assessable Warrant Shares to which the Warrantholder
shall be entitled upon exercise or (ii) an electronic transmission of the fully paid and non-assessable Warrant Shares to which the
Warrantholder shall be entitled upon exercise by crediting the account of the Warrantholder’s prime broker with the Depository Trust
Company (“DTC”), through its Deposit/Withdrawal at Custodian (“DWAC”) system, as specified in the
relevant Notice of Exercise. In the event of a partial exercise of the Warrant, a new Warrant document of like tenor, dated the date hereof,
for the remaining number of Warrant Shares issuable upon exercise of this Warrant after giving effect to the partial exercise of this
Warrant (including the delivery of any Warrant Shares as payment of the Exercise Price for such partial exercise of this Warrant).
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7. Reservation
of Shares. For so long as the Warrant remains outstanding, the Company shall at all times have authorized and reserved a sufficient
number of shares of its Common Stock as provided in this Warrant.
8. No
Rights as Shareholder. This Warrant does not entitle Warrantholder to any voting rights or other rights as a shareholder of the Company
prior to the issuance of a stock certificate representing the Warrant Shares.
9. Transferability.
(a)
The Warrant may not be sold, pledged, hedged, assigned or transferred in any manner without the written consent of the Company,
prior to the Initial Exercise Date after which such restrictions shall no longer apply; provided, however, that the Warrantholder
may otherwise sell, pledge, assign or transfer the Warrant, on or after the Effective Date and on or prior to the Expiration Date, to
(i) the estate of the Manager, (ii) the spouse, children, grandchildren or spouse of such children or grandchildren of Manager or to trusts
for the benefit of the Manager or such persons, (iii) any entity wholly-owned by the Manager, (iv) any charitable remainder trust, charitable
lead trust or donor-advised fund established by the Manager, and (v) any revocable trust of the Manager (which, for the
avoidance of doubt, may be revoked and the Warrant reassigned to the Warrantholder without further action of the Company), in
each case if the transferee agrees to be subject to the terms hereof. (each a “Permitted Transferee”). Neither Warrantholder
nor any Permitted Transferee may hedge or enter into any derivative or other transaction with respect of the Warrant Shares prior to the
Initial Exercise Date.
(b) Subject
to applicable securities laws and Section 9(a) of this Warrant, if this Warrant is to be transferred by the Warrantholder,
the Warrantholder shall surrender this Warrant to the Company or its transfer agent, as directed by the Company, together with all applicable
transfer taxes, whereupon the Company will, or will cause its transfer agent to, forthwith issue and deliver upon the order of the Warrantholder
a new Warrant, registered as the Warrantholder may request, representing the right to purchase the number of Warrant Shares being transferred
by the Warrantholder and, if less than the total number of Warrant Shares then underlying this Warrant is being transferred, a new Warrant
to the Warrantholder representing the right to purchase the number of Warrant Shares not being transferred.
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10. Adjustments
of Exercise Price and Number of Warrant Shares. The number and character of Warrant Shares issuable upon exercise of this Warrant
(or any shares of stock or other securities or property at the time receivable or issuable upon exercise of this Warrant) and the Exercise
Price therefor shall be subject to such adjustments as the Board determines in good faith to be necessary to realize the intent of this
Warrant, upon the occurrence of the following events:
(a) Adjustment
for Fundamental Transactions. If, at any time while this Warrant is outstanding (i) the Company effects any merger or consolidation
of the Company with or into another Person, in which the Company is not the surviving entity, (ii) the Company effects any sale to
another Person of all or substantially all of its assets in one transaction or a series of related transactions, (iii) pursuant to
any tender offer or exchange offer (whether by the Company or another Person), holders of capital stock tender shares representing more
than 50% of the voting power of the capital stock of the Company and the Company or such other Person, as applicable, accepts such tender
for payment, (iv) the Company consummates a stock purchase agreement or other business combination (including, without limitation,
a reorganization, recapitalization, spin-off or scheme of arrangement but not including any underwritten offering, registered direct offering,
private placement or other transaction with the primary purpose of financing or fund raising for the Company) with another Person whereby
such other Person acquires more than the 50% of the voting power of the capital stock of the Company (except for any such transaction
in which the stockholders of the Company immediately prior to such transaction maintain, in substantially the same proportions, the voting
power of such Person immediately after the transaction), or (v) the Company effects any reclassification of the Common Stock or any
compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or
property (other than as a result of a subdivision or combination of shares of Common Stock covered by Section 10(b)) (in any
such case, a “Fundamental Transaction”), then upon such Fundamental Transaction the Warrantholder shall have the right
to receive, upon exercise of this Warrant, the same amount and kind of securities, cash or property as it would have been entitled to
receive upon the occurrence of such Fundamental Transaction if it had been, immediately prior to such Fundamental Transaction, the holder
of the number of Warrant Shares then issuable upon exercise in full of this Warrant without regard to any limitations on exercise contained
herein (the “Alternate Consideration”). The Company shall not effect any Fundamental Transaction in which the Company
is not the surviving entity or the Alternate Consideration includes securities of another Person unless (x) the Alternate Consideration
is solely cash and the Company provides for the simultaneous cashless exercise of this Warrant pursuant to Section 3(c) or
(y) prior to or simultaneously with the consummation thereof, any successor to the Company, surviving entity, ultimate parent (if
the Company is a subsidiary of another Person) or other Person (including any purchaser of assets of the Company) shall assume the obligation
to deliver to the Warrantholder such Alternate Consideration as, in accordance with the foregoing provisions, the Warrantholder may be
entitled to receive, and the other obligations under this Warrant. The provisions of this Section 10(a) shall similarly
apply to subsequent transactions analogous of a Fundamental Transaction type.
(b) Adjustment
for Stock Splits, Stock Dividends, Recapitalization, etc. The Exercise Price and the number of Warrant Shares issuable upon exercise
of this Warrant shall each be proportionally adjusted, as determined by the Board in good faith, to reflect any stock dividend, stock
split, reverse stock split, combination of shares, reclassification, recapitalization (not otherwise covered by Section 10(a))
or other similar event affecting the number of outstanding Shares that occurs after the date of the Warrant. If the Company shall declare
or make any dividend or other distribution to all holders of Common Stock of any securities, assets, property, rights or equity interests,
including any distribution of shares of capital stock or similar equity interests of or relating to any of the Company's subsidiaries
or other business units, then upon exercise of this Warrant following such distribution, the Warrantholder shall be entitled to receive,
in addition to the Warrant Shares and without payment of any additional consideration, the amount and kind of such securities, assets,
property, rights or equity interests that the Warrantholder would have received if the Warrantholder had been the holder of record of
the Warrant Shares issuable upon exercise of this Warrant immediately prior to the record date for such distribution.
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(c) Certain
Issuances of Common Stock or Convertible Securities. If the Company shall issue shares of Common Stock (or rights or warrants or other
securities exercisable, convertible or exchangeable ) for shares of Common Stock (collectively, “Convertible Securities”)
(other than in Permitted Transactions or in a transaction to which Section 10(a) applies) without consideration or at a consideration
per share (or having a conversion price per share) that is less than 90% of the Market Value as of the last trading day preceding the
date of the agreement on pricing such shares (or convertible securities) then, in such event:
(i) the
number of Warrant Shares issuable upon the exercise of this Warrant immediately prior to the date of the agreement on pricing of such
shares (or of such convertible securities) (the “Initial Number”) shall be increased to the number obtained by multiplying
the Initial Number by a fraction (A) the numerator of which shall be the sum of (1) the number of shares of Common Stock of
the Company outstanding on such date and (2) the number of additional shares of Common Stock issued (or into which convertible securities
may be exercised or convert) and (B) the denominator of which shall be the sum of (1) the number of shares of Common Stock outstanding
on such date and (2) the number of shares of Common Stock which the aggregate consideration receivable by the Company for the total
number of shares of Common Stock so issued (or into which convertible securities may be exercised or convert) would purchase at the Market
Value on the last trading day preceding the date of the agreement on pricing such shares (or such convertible securities); and
(ii) the
Exercise Price payable upon exercise of the Warrant shall be adjusted by multiplying such Exercise Price in effect immediately prior to
the date of the agreement on pricing of such shares (or of such convertible securities) by a fraction, the numerator of which shall be
the number of shares of Common Stock issuable upon exercise of this Warrant prior to such date and the denominator of which shall be the
number of shares of Common Stock issuable upon exercise of this Warrant immediately after the adjustment described in clause (A) above.
For purposes of the foregoing, the aggregate consideration
receivable by the Company in connection with the issuance of such shares of Common Stock or Convertible Securities shall be deemed to
be equal to the sum of the offering price of all such securities plus the minimum aggregate amount, if any, payable upon exercise or conversion
of any such Convertible Securities into shares of Common Stock; and “Permitted Transactions” shall mean issuances (i) as
consideration for or to fund the acquisition of businesses, and/or related assets, (ii) in connection with employee benefit plans
and compensation related arrangements approved by the Board and (iii) in connection with a broadly marketed offering and sale of
Common Stock or convertible securities for cash conducted by the Company or its affiliates on customary market terms. Any adjustment made
pursuant to this Section 10(c) shall become effective immediately upon the date of such issuance.
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(d) Other
Distributions. In case the Company shall fix a record date for the making of a distribution to all holders of shares of its Common
Stock of securities, evidences of indebtedness, assets, cash, rights or warrants (excluding any distribution for which adjustment is otherwise
provided in this Section 10), in each such case, the Exercise Price in effect prior to such record date shall be reduced immediately
thereafter to the price determined by multiplying the Exercise Price in effect immediately prior to the reduction by the quotient of (i) the
Market Value of the Common Stock on the last trading day preceding the first date on which the Common Stock trades regular way on the
New York Stock Exchange without the right to receive such distribution, minus the amount of cash or the Fair Market Value of the securities,
evidences of indebtedness, assets, rights or warrants to be so distributed in respect of one share of Common Stock (the “Per Share
Fair Market Value”) divided by (ii) such Market Value on such date specified in clause (i); such adjustment shall be made successively
whenever such a record date is fixed. In such event, the number of Shares issuable upon the exercise of this Warrant shall be increased
to the number obtained by dividing (A) the product of (1) the number of Shares issuable upon the exercise of this Warrant before
such adjustment, and (2) the Exercise Price in effect immediately prior to the distribution giving rise to this adjustment by (b) the
new Exercise Price determined in accordance with the immediately preceding sentence. In the event that such distribution is not so made,
the Exercise Price and the number of Shares issuable upon exercise of this Warrant then in effect shall be readjusted, effective as of
the date when the Board of Directors determines not to distribute such shares, evidences of indebtedness, assets, rights, cash or warrants,
as the case may be, to the Exercise Price that would then be in effect and the number of Shares that would then be issuable upon exercise
of this Warrant if such record date had not been fixed.
(e) Certificate
as to Adjustment. As promptly as reasonably practicable following any adjustment of the Exercise Price or other adjustments pursuant
to this Section 10, but in any event not later than fifteen (15) Business Days thereafter, the Company shall furnish to the
Warrantholder a certificate of an executive officer setting forth in reasonable detail such adjustment and the facts upon which it is
based and certifying the calculation thereof.
11. Other
Adjustments. Except as provided in Section 10, no adjustment on account of cash dividends or interest on Common Stock
will be made upon the exercise hereof.
12. No
Fractional Shares. No fractional shares of Common Stock will be issued in connection with any exercise hereunder. In lieu of any fractional
shares which would otherwise be issuable, the Company shall pay cash equal to the product of such fraction multiplied by the fair market
value of one share of common stock on the date of exercise, as determined in good faith by the Board.
13. Representations
and Warranties of Warrantholder. The Warrantholder represents and warrants as follows:
(a) The
Warrantholder is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization with full
limited liability company power and authority to enter into and to consummate the transactions contemplated by this Warrant and otherwise
to carry out its obligations hereunder. The execution and delivery of this Warrant has been duly authorized by all necessary limited
liability company action on the part of the Warrentholder and when delivered by the Warrantholder in accordance with the terms hereof,
will constitute the valid and legally binding obligation of the Warrantholder, enforceable against it in accordance with its terms, except
as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general
application affecting enforcement of creditors’ rights generally.
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(b) The
Warrantholder has had adequate opportunity to obtain publicly available information concerning the business of the Company. The Company
does not have any obligation to update Warrantholder or the Manager with any material non-public information of which it may become aware
after the date hereof. The Warrantholder and the Manager have such knowledge and experience in financial and business matters as to be
capable of evaluating the merits and risks of an investment in the Company, is able to bear the risks of an investment in the Company
and understands the risks of, and other considerations relating to, the purchase of the Warrant Shares.
(c) Any securities to be acquired hereunder are being acquired by the Warrantholder for the Warrantholder’s own account
for investment purposes only and not with a view to resale or distribution.
(d) Warrantholder
has by reason of Warrantholder’s, including that of the Manager, business or financial experience, or the business or financial
experience of their professional advisors who are unaffiliated with and who are not compensated by the Company, directly or indirectly,
have the capacity to protect their own interests in connection with any purchase of the Company’s securities.
(e)
This Warrant and any Warrant Shares are being acquired in a privately negotiated transaction and have not been offered or
sold to the Warrantholder by means of any general solicitation or general advertisement. Warrantholder is not aware of the publication
of any advertisement in connection with the offer or sale of the Warrant Shares.
(f) The
Warrantholder understands that the Warrant Shares have not been registered under the Securities Act of 1933, as amended (“the
Act”), the securities laws of any state thereof or the securities laws of any other jurisdiction, nor is such registration
contemplated. The Warrantholder understands and agrees further that the Warrant Shares must be held indefinitely unless they are subsequently
registered under the Securities Act and appropriate state securities laws or an exemption from registration under the Securities Act
and appropriate state securities laws covering the sale of the Warrant Shares as applicable, is available. The Warrantholder understands
that legends stating that the Warrant Shares has not been registered under the Securities Act and state securities laws and setting out
or referring to the restrictions on the transferability and resale of the Warrant Shares will be placed on the certificates representing
the Warrant Shares. The Warrantholder’s overall commitment to the Company and other investments that are not readily marketable
is not disproportionate to the Manager’s net worth and the Warrantholder and Warrantholder and Manager have no need for immediate
liquidity in the Warrantholder’s investment in the Company.
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(g) The Warrantholder has had the opportunity to review the Company’s public reports filed with the Securities and Exchange
Commission (the “SEC Filings”). The Warrantholder has not been furnished any information other than the SEC Filings
and is not relying on any information, representation or warranty by the Company or any of its affiliates or agents, other than information
contained in the SEC Filings, in determining whether to purchase any of the Company’s securities.
(h) The
Warrantholder understands that certain forward-looking statements that may be contained in the SEC Filings by their nature involve significant
elements of subjective judgment and analysis that may or may not be correct; that there can be no assurance that such forward-looking
statements will be accurate; and that such forward-looking statements should not be relied on as a promise or representation of the future
performance of the Company.
(i)
The Warrantholder has consulted to the extent deemed appropriate by the Warrantholder with the Warrantholder’s own
advisers as to the financial, tax, legal and related matters concerning an investment in the Company and on that basis believes that an
investment in the Company is suitable and appropriate for the Warrantholder.
(j) The
Warrantholder has the legal capacity and all requisite authority to purchase the Warrant Shares and to perform all the obligations required
to be performed by the Warrantholder hereunder. Such execution, delivery and compliance by or on behalf of the Warrantholder does not
conflict with, or constitute a default under, any instruments to which the Warrantholder is bound, any law, regulation or order to which
the Warrantholder is subject, or any agreement to which the Warrantholder is a party or by which the Warrantholder is or may be bound.
(k) The Warrantholder acknowledges that legal counsel to the Company does not represent the Warrantholder or Manager, and that
legal counsel to the Company shall owe no duties directly to the Warrantholder or Manager. The Warrantholder acknowledges that legal counsel
to the Company has not represented the interests of Warrantholder or Manager, or any documents or agreements related to the investment,
including this Warrant. The Warrantholder and Manager represent and warrant that neither has revealed or disclosed any confidential information
to legal counsel to the Company, and that Warrantholder has engaged independent legal counsel to represent them with respect to
the investment.
(l) The
Warrantholder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act.
(m) Warrantholder acknowledges that Company has given Warrantholder nor Manager any tax advice regarding the Warrant.
-8-
14. Representations
and Warranties. The Company hereby represents and warrants, to and for the benefit of the Warrantholder, as follows:
(a) Company
Duly Organized. Company is a corporation duly organized, validly existing and in good standing under the laws of the state of Delaware
and has all necessary power and authority to perform its obligations under this Warrant;
(b) Warrant
Duly Authorized. The execution, delivery and performance of this Warrant has been duly authorized by all necessary actions on the
part of Company and constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms;
(c) No
Conflicts. This Warrant does not violate and is not in conflict with any of the provisions of the Company’s Certificate of Incorporation
or Bylaws; and
(d) Issuance
of Warrant Shares. The Company covenants that all Warrant Shares that may be issued upon the exercise of rights represented by this
Warrant, upon exercise of the rights represented by this Warrant and payment of the Exercise Price, all as set forth herein, will be duly
authorized, validly issued, fully paid and nonassessable and free from all liens and charges in respect of the issue thereof. The Company
agrees that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of executing stock
certificates to execute and issue the necessary certificates for securities of the Company upon the exercise of this Warrant.
15. Registration
Rights.
(a) Piggyback
Registration Rights. If at any time on or after the Initial Exercise Date the Company proposes to register any of its equity
securities under the Securities Act of 1933 (other than on Form S-4 or Form S-8 or any successor form), whether for its own
account or for the account of any other holder, the Company shall give prompt written notice to the Warrantholder and, upon the written
request of the Warrantholder delivered within five (5) Business Days thereafter, include in such registration all Warrant Shares
that the Warrantholder requests to be included, on the same terms and conditions as the securities otherwise being sold in such registration.
If the managing underwriter advises the Company in writing that the inclusion of all such shares in the registration would materially
and adversely affect the offering, the managing underwriter of any underwritten offering shall have the right to limit the number of shares
to be included in the following order of priority: (i) first, all securities of the Company being sold by the Company for its own
account; (ii) second, all shares requested to be included by the holders and securities of the Company being sold by any person with
similar piggyback registration rights, pro rata, based on the number of shares requested to be included in such registration by such holders
and such Persons; and (iii) third, among any other holders of securities of the Company requesting such registration, pro rata, based
on the number of securities requested to be included in such registration by each such holder.
(b) Procedure
and Expenses. All registration expenses (other than underwriting discounts and commissions and transfer taxes attributable to the sale
of the Warrant Shares by the Warrantholder) shall be borne by the Company. The Company and the Warrantholder shall execute a customary
Registration Rights Agreement containing customary mutual indemnification, contribution, holdback, market standoff and cooperation provisions,
substantially consistent with the Registration Rights Agreement entered into between the Company and Pershing Square Holdco, L.P. on May 5,
2025, which upon execution and delivery will supersede this Section 16.
-9-
16. Miscellaneous.
(a) Governing
Law. This Warrant will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect to
any choice of law or conflict of laws, rules or provisions. All parties hereby consent to the exclusive venue and jurisdiction of
the Delaware Court of Chancery (or, if such court does not have subject matter jurisdiction, the state courts of Delaware or the United
States District Court for the District of Delaware) for any and all claims arising from or related to this Warrant. The Parties agree
not to commence any suit, action or other proceeding arising out of or based upon this Warrant except in the Delaware Court of Chancery
(or, if such court does not have subject matter jurisdiction, the state courts of Delaware or the United States District Court for the
District of Delaware), and hereby waive and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action
or proceeding, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt
or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the
suit, action or proceeding is improper or that this Warrant or the subject matter hereof may not be enforced in or by such court.
(b) Waiver
of Jury Trial. All parties acknowledge and agree that any controversy which may arise under this Warrant is likely to involve complicated
and difficult issues and, therefore, each such party irrevocably and unconditionally waives any right it may have to a trial by jury in
respect of any legal action arising out of or relating to this Warrant.
(c) Entire
Agreement. This Warrant constitutes the final, complete and exclusive agreement between the parties pertaining to the subject of this
Warrant. None of the provisions of this Warrant shall be deemed, or shall constitute, a waiver of any other provision, whether or not
similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making
the waiver. Any changes or supplements to this Warrant must be in writing and signed by both of the parties.
(d) Assignment.
This Warrant shall be binding on, and shall inure to the benefit of, the parties and their respective heirs, legal representatives, successors
and permitted assigns. Any assignment of the Warrant by Warrantholder shall be subject to receipt of the prior written consent of the
Company and the assignee agreeing to all of the representations, warranties and covenants contained herein.
-10-
(e) Notices.
All notices, requests, demands or other communications that are required or permitted under this Warrant shall be in writing and shall
be deemed to have been given at the earlier of the date when actually delivered to a party or three (3) days after being deposited
in the United States mail, postage prepaid, return receipt requested, and addressed as follows, unless and until any of such parties notifies
the others in accordance with this Section 15(e) of a change of address:
if to the Company, to:
Howard
Hughes Holdings Inc.
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, Texas 77380
Attention: Joseph
Valane
Email: Joseph.Valane@howardhughes.com
if to the Warrantholder, to:
MGFT Investments LLC
c/o Sarah Constantine
Arnold & Porter Kaye Scholer LLP
250 West 55th Street
New York, NY 10538
with
a copy (which shall not constitute notice) to:
Sterlington PLLC
Attention: Jeremy
L. Goldstein
Email: jeremy.goldstein@sterlingtonlaw.com
Email: notices@sterlingtonlaw.com
(f) Cost
and Expenses of Enforcement. If any legal action or any arbitration or other proceeding is brought for the enforcement of this Warrant,
the successful or prevailing party or parties shall be entitled to recover attorneys’ fees and other costs incurred in or associated
with that action or proceeding, in addition to any other relief to which such party may be entitled.
(g) Severability.
In the event that any one or more of the provisions contained in this Warrant or in any other document referenced in this Warrant, shall,
for any reason, be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall
not affect any other provision of this Warrant or any other such document.
(h) Time
is of the Essence. Time is of the essence in construing each provision of this Warrant.
(i) Interpretation.
The headings set forth in this Warrant are for convenience only and shall not be used in interpreting this Warrant. The parties acknowledge
that each party has reviewed and revised, or have had an opportunity to review and revise, this Warrant. Therefore, the normal rule of
construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation
of this Warrant.
(j) Counterparts.
This Warrant may be executed in one or more counterparts, each of which shall be deemed an original, but all of which taken together shall
constitute one and the same instrument. A faxed signature shall be as valid as an originally executed signature
-11-
IN WITNESS WHEREOF, the parties
have caused this Warrant to be executed as of the Effective Date.
COMPANY:
HOWARD HUGHES HOLDINGS INC.
By
Name:
Joseph Valane
Title:
General Counsel & Secretary
WARRANTHOLDER:
MGFT INVESTMENTS, LLC
By
Name:
Marc Grandisson
Title:
Manager
[Signature Page to Warrant
Agreement]
Exhibit A
Notice of Exercise
[To be executed only upon exercise of Warrant]
To HOWARD HUGHES HOLDINGS INC.:
The undersigned registered Warrantholder of the
within Warrant hereby irrevocably exercises the Warrant pursuant to the terms of the Warrant with respect to [_____] Warrant Shares, at
an exercise price of $100.00 per share, and requests that the certificates for such Warrant Shares be issued in the name of and delivered
to:
The undersigned is hereby making payment for the
Warrant Shares in the following manner:
[check one]
¨
by cash in accordance with Section 3(b) of the Warrant
¨ via cashless exercise in accordance with Section 3(c) of
the Warrant in the following manner:
The undersigned hereby represents and warrants
that it is, and has been since its acquisition of the Warrant, the record and beneficial owner of the Warrant.
______________________________(Signature)
______________________________(Date)
Print or Type Name
______________________________
(Signature must conform in all respects to name
of Warrantholder as specified on the face of Warrant)
_______________________________________________(Street
Address)
_______________________________________________(City)
(State) (Zip Code)
Exhibit A
EX-4.2 — EXHIBIT 4.2
EX-4.2
Filename: tm2612268d1_ex4-2.htm · Sequence: 3
Exhibit 4.2
EXECUTION
VERSION
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION AGREEMENT
(the “Agreement”) is made effective as of April 20, 2026 by and between Howard Hughes Holdings Inc., a Delaware
corporation (the “Company”), and Marc Grandisson (the “Indemnitee”).
WHEREAS, Indemnitee has
been appointed to the Board of Directors of the Company (the “Board of Directors”) effective as of the date hereof;
WHEREAS, pursuant to the award
agreements (the “Arch Equity Agreements”) with respect to equity grants (“Arch Equity Awards”),
each as set forth on Annex A, issued to Indemnitee under the Long Term Incentive and Share Award Plan of Arch Capital Group Ltd. (“Arch”), Indemnitee
may forfeit such equity grants in certain circumstances (which circumstances do not include serving as a member of the board of directors
of another company);
WHEREAS, in order to ensure
that the Indemnitee will serve the Company free from undue concern that such service could result in his forfeiture of the Arch Equity
Awards, and in light of the specific exception in the Award Agreements excluding service as a member of a company’s board of directors
as described above, the Company is willing to indemnify the Indemnitee with respect to the forfeiture of Arch Equity Awards attributable
to Indemnitee’s joining the Board of Directors as provided herein;
WHEREAS, although the Amended
and Restated Certificate of Incorporation of the Company (the “Certificate”) and the Amended and Restated Bylaws of
the Company (the “Bylaws”) require indemnification of the officers and directors of the Company under the circumstances
specified therein, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware
(“DGCL”), the Certificate, the Bylaws and the DGCL expressly provide that the indemnification provisions set forth
therein are not exclusive, and authorize the Company to enter into contracts between the Company and members of the board of directors,
officers and other persons with respect to indemnification; and
WHEREAS, this Agreement is
a supplement to and in furtherance of the Certificate, the Bylaws, and that certain Director and Officer’s Indemnification Agreement
by and between the Company and the Indemnitee, dated as of the date hereof (the “D&O Agreement”) and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.
NOW, THEREFORE, in consideration
of Indemnitee’s agreement to serve or continue serving as a director of the Company after the date hereof, the parties hereto agree
as follows:
1. Definitions.
For purposes of this Agreement:
(a) “Arch”
shall have the meaning set forth in the Recitals.
(b) “Arch
Claim” means any claim, action, or other proceeding brought by Arch against Indemnitee, including any written notice thereof,
or any response to any communication, notice, claim, action, or other proceeding brought by Indemnitee, that contends that Indemnitee’s
Status or Service has resulted in a Forfeiture Event.
(c) “Arch
Equity Agreements” shall have the meaning set forth in the Recitals.
(d) “Arch
Equity Awards” shall have the meaning set forth in the Recitals.
(e) “D&O
Agreement” shall have the meaning set forth in the Recitals.
(f) “Disinterested
Director” means a director of the Company who is not and was not a party to the Proceeding in respect of which indemnification
or advancement is sought by Indemnitee.
(g) “Expenses”
shall include all reasonable attorneys’ fees, retainers, disbursements of counsel, court costs, filing fees, transcript costs, fees
and expenses of experts, witness fees and expenses, travel expenses, duplicating and imaging costs, printing and binding costs, telephone
charges, facsimile transmission charges, computer legal research costs, postage, delivery service fees and all other disbursements or
expenses of the types customarily incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
participating, or being or preparing to be a witness in a Proceeding, as well as all other “expenses” within the meaning of
that term as used in Section 145 of the General Corporation Law of the State of Delaware and all other disbursements or expenses
of types customarily and reasonably incurred in connection with prosecuting, defending, preparing to prosecute or defend, investigating,
being or preparing to be a witness in, or otherwise participating in, actions, suits, or proceedings similar to or of the same type as
the Proceeding with respect to which such disbursements or expenses were incurred; but, notwithstanding anything in the foregoing to the
contrary, “Expenses” shall not include amounts of judgments, penalties, or fines actually levied against the Indemnitee in
connection with any Proceeding. Expenses also shall include the foregoing incurred in connection with any appeal resulting from any Proceeding,
including without limitation the premium, security for, and other costs relating to any cost bond, supersede as bond, or other appeal
bond or its equivalent.
(h) “Forfeiture
Event” means the forfeiture, cancellation or rescission of, or loss of any rights with respect to (including opportunity to
exercise, failure to vest, or other rights), any Arch Equity Awards, in each case, pursuant to the Arch Equity Agreements, in whole or
in part, the basis for which arose upon or in connection with Indemnitee’s Status or Service. A “Forfeiture Event” shall
be deemed to have occurred on the earliest of (i) the date on which any Arch Equity Awards are actually forfeited, cancelled, rescinded,
clawed back, or reduced, or the loss of any rights with respect to (including opportunity to exercise, failure to vest, or other rights)
occurred or arose, (ii) the date on which a final, non-appealable judgment or arbitration award is entered against Indemnitee in
any proceeding relating to an Arch Claim.
(i) “Losses”
shall include any and all losses, costs, and expenses actually incurred by Indemnitee and directly arising out of or resulting from a
Forfeiture Event or Arch Claim, including without limitation:
(i) the
fair market value of any Arch Equity Awards that are forfeited, cancelled, or clawed back, determined as of (1) the scheduled vesting
date (for unvested awards) or (2) the date of forfeiture (for vested awards) or (3) the date of loss of any rights with respect
to Arch Equity Awards, including opportunity to exercise, failure to vest, or other rights (as applicable); for purposes of this clause
(i), (A) the value of any stock option shall be determined based on Black-Scholes methodology using the remaining contractual term
of the option, the historical volatility of Arch common stock, and the closing price of Arch common stock on the applicable valuation
date, and (B) the value of any performance-based Arch Equity Award shall be determined based on actual performance tracked through
the applicable valuation date;
(ii) any
amounts Indemnitee is required to pay, return, or disgorge to Arch or its affiliates with respect to any Arch Equity Awards, including
any shares of common stock, cash payments, dividends, or other distributions previously received by Indemnitee in respect of such Arch
Equity Awards;
2
(iii) Expenses;
and
(iv) any
amounts paid in settlement of any Forfeiture Event or Arch Claim.
(j) “Proceeding”
shall include any threatened, pending or completed action, suit, or proceeding (including a negotiation in connection with an otherwise
possible Proceeding) in which Indemnitee was, is or will be a party, by reason of the fact of or related to Indemnitee’s Status
or Service, including a Proceeding initiated by Indemnitee in connection with attempting to exercise rights under the Arch Equity Awards.
(k) “Status
and Service” shall include Indemnitee’s role, position, duties and activities related to Indemnitee being a member of
the Board of Directors and Indemnitee’s arrangements as contemplated by his offer letter dated April 20, 2026 with Pershing
Square Inc and its affiliates and related parties.
(l) References
herein to “fines” shall not include any excise tax assessed with respect to any employee benefit plan.
2. Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by applicable law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality thereof:
(a) Forfeiture
of Arch Equity Awards. Except as provided in Section 7, the Company shall indemnify and hold harmless Indemnitee from
and against any Losses arising out of or resulting from a Forfeiture Event.
(b) Expenses:
Except as provided in Section 7, the Company shall indemnify the Indemnitee against all Expenses and amounts paid in a settlement
approved in writing by the Company and in each case actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf,
in connection with such Arch Claim, to the extent the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company and in accordance with the terms of the Arch Equity Awards.
(c) Tax
Gross-Up. The Company shall pay Indemnitee an additional amount (a “Gross-Up Payment”) such that Indemnitee’s net
after-tax retention from all amounts payable under this Agreement (including the Gross-Up Payment) equals the net after-tax amount Indemnitee
would have retained in respect of the Arch Equity Awards had no Forfeiture Event occurred, in each case calculated at the highest marginal
federal, state and local income and employment tax rates applicable to Indemnitee. The Gross-Up Payment shall be paid concurrently with
the underlying payment.
3. Advancement
of Expenses. Notwithstanding any other provision of this Agreement, but subject to Section 9(e) of the D&O Agreement,
the Company shall advance all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection with any Proceeding
by reason of a Arch Claim within thirty (30) calendar days after the receipt by the Company of a statement or statements from Indemnitee
requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. Such statement
or statements shall reasonably evidence the Expenses incurred by or on behalf of Indemnitee and for which advancement is requested, and
shall include or be preceded or accompanied by an undertaking by or on behalf of Indemnitee to repay any Expenses advanced if it shall
finally be determined (under the procedures, and subject to the presumptions, set forth in Section 4 and Section 5)
that Indemnitee is not entitled to be indemnified against such Expenses. Such undertaking shall be sufficient for purposes of this Section 3
if it is substantially in the form attached hereto as Exhibit A. Any advances and undertakings to repay pursuant to this Section 3
shall be unsecured and interest-free. The Indemnitee shall be entitled to advancement of Expenses as provided in this Section 3
regardless of any determination by or on behalf of the Company that the Indemnitee has not met the standards of conduct set forth in Section 2(a).
3
4. Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee is
entitled to indemnification under this Agreement:
(a) Indemnitee
shall give the Company notice in writing as soon as practicable of any Arch Claim made against Indemnitee for which indemnification will
or could be sought under this Agreement. To obtain indemnification under this Agreement, the Indemnitee shall submit to the Company a
written request for indemnification, including therein or therewith, except to the extent previously provided to the Company in connection
with a request or requests for advancement pursuant to Section 3, a statement or statements reasonably evidencing all Expenses
incurred or paid by or on behalf of the Indemnitee and for which indemnification is requested, together with such documentation and information
as is reasonably available to Indemnitee and as is reasonably necessary for the Company to determine whether and to what extent Indemnitee
is entitled to indemnification. The Secretary of the Company shall, promptly upon receipt of such a request for indemnification, advise
the Board of Directors in writing that Indemnitee has requested indemnification. Failure to provide any notice required hereby shall not
impair Indemnitee’s rights of indemnification under this Agreement except to the extent that such failure to provide notice prejudices
the rights of the Company to defend any action or proceeding which is the basis of the claimed indemnification.
(b) Upon
written request by Indemnitee for indemnification pursuant to the second sentence of Section 4(a), a determination with respect
to Indemnitee’s entitlement thereto shall be made by the Board of Directors, by a majority vote of Disinterested Directors even
though less than a quorum, or by a committee of Disinterested Directors designated by majority vote of Disinterested Directors, even though
less than a quorum.
(c) In
connection with any determination (including a determination by the Court of Chancery of the State of Delaware (or other court of competent
jurisdiction)) with respect to entitlement to indemnification hereunder, the burden of proof shall be on the Company to establish that
Indemnitee is not entitled to indemnification and any decision that Indemnitee is not entitled to indemnification must be supported by
clear and convincing evidence. The failure of the Company (including by its directors) to have made a determination prior to the commencement
of any action pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable
standard of conduct, or an actual determination by the Company (including by its directors) that Indemnitee has not met such applicable
standard of conduct, shall not be a defense to the action or create a presumption that Indemnitee has not met the applicable standard
of conduct.
(d) In
making a determination with respect to whether Indemnitee acted in good faith and in a manner that Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company, the person or persons or entity making such determination shall presume that Indemnitee
acted in good faith and in a manner that Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and
in accordance with the terms of the Arch Equity Agreements. Anyone seeking to overcome this presumption shall have the burden of proof
and any decision that Indemnitee is not entitled to indemnification must be supported by clear and convincing evidence.
4
(e) If
the person, persons or entity empowered or selected under this Section 4 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite determination
of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law:
provided, however, that such sixty (60) day period may be extended for a reasonable time, not to exceed an additional thirty
(30) days, if the person, persons or entity making such determination with respect to entitlement to indemnification in good faith requires
such additional time to obtain or evaluate documentation and/or information relating thereto and so notifies the Indemnitee.
(f) Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to indemnification,
including providing to such person, persons or entity upon reasonable advance request any documentation or information which is not privileged
or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary to such determination.
Any member of the Board of Directors shall act reasonably and in good faith in making a determination regarding the Indemnitee’s
entitlement to indemnification under this Agreement. Any costs or expenses (including attorneys’ fees and disbursements) incurred
by Indemnitee in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective
of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby agrees to indemnify and hold Indemnitee
harmless therefrom.
(g) The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely affect the
right of Indemnitee to indemnification under this Agreement or create a presumption that Indemnitee did not act in good faith and in a
manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and in accordance with the terms
of the Arch Equity Agreements or, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.
5. Remedies
of Indemnitee. The remedies of Indemnitee shall be governed by Section 8 of the D&O Agreement.
6. Non-Exclusivity:
Survival of Rights; Insurance; Subrogation. The matters of non-exclusivity, survival of rights, insurance and subrogation shall be
governed by Section 9 of the D&O Agreement. The indemnification obligations of the Company under this Agreement shall survive
termination of Indemnitee’s service to the Company for any reason.
7. Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnity for any Losses or provide any advancement of expenses in connection with any claim made against Indemnitee:
(a) for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy, or other indemnity provision or otherwise,
except with respect to any excess beyond the amount so paid, and except as may otherwise be agreed between the Company, on the one hand,
and Indemnitee or another indemnitor of Indemnitee, on the other; or
(b) arising
out of or related to (i) Indemnitee’s fraud or (ii) Indemnitee’s breach of any obligation to Arch other than related
to Indemnitee’s Status and Service.
5
8. Enforcement.
(a) The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby in order
to induce Indemnitee to serve or continue serving as an officer or director of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as an officer or director of the Company.
(b) This
Agreement along with the D&O Agreement constitute the entire agreement between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the
subject matter hereof.
(c) The
Company represents that this Agreement has been approved by the Board of Directors.
9. Miscellaneous.
The provisions of Sections 11, 12 and 14 through 23 (inclusive) of the D&O Agreement are hereby incorporated by reference into this
Agreement.
[Signature Page Follows]
6
IN WITNESS WHEREOF, the parties
have executed this Agreement as of April 20, 2026.
COMPANY:
HOWARD HUGHES HOLDINGS INC.
By:
Name:
Joseph Valane
General Counsel & Secretary
Address:
Howard Hughes Holdings Inc.
9950 Woodloch Forest Drive, Suite 1100
The Woodlands, TX 77380
INDEMNITEE:
MARC GRANDISSON
Signature:
[Signature Page to Indemnification
Agreement]
Arch Equity Awards
[Omitted]
Schedule A
Exhibit A
UNDERTAKING
Reference is hereby made
to that certain Indemnification Agreement, by and between Howard Hughes Holdings Inc., a Delaware corporation (the “Company”),
and the undersigned, dated effective as of ________________ __, 20__ (the “Arch Indemnification Agreement”). All initially
capitalized terms used herein and not otherwise defined herein shall have the meanings set forth in the Arch Indemnification Agreement.
Pursuant to the Arch Indemnification
Agreement, I ___________________________, agree to reimburse the Company for all Expenses paid to me or on my behalf by the Company
in connection with my involvement in [name or description of proceeding or proceedings relating to the Arch Equity Agreements],
in the event, and to the extent, that it shall ultimately be determined (pursuant to the terms of the Indemnification Agreement) that
I am not entitled to be indemnified by the Company for such Expenses.
Signature
Typed Name
Exhibit A
EX-99.1 — EXHIBIT 99.1
EX-99.1
Filename: tm2612268d1_ex99-1.htm · Sequence: 4
Exhibit 99.1
Howard Hughes Holdings Appoints Former
Arch Capital CEO Marc Grandisson to Company’s
Board of Directors
Grandisson
to Purchase 1,131,273 Five-Year Warrants with $100 Strike Price
THE
WOODLANDS, Texas - (April 20, 2026) – Howard Hughes Holdings Inc. (NYSE: HHH) (“the Company” or “Howard
Hughes”) today announced the appointment of Marc Grandisson to its Board of Directors, effective May 7, 2026.
Mr. Grandisson is the former CEO of Arch Capital Group Ltd. (NASDAQ:
ACGL), a global specialty insurance, reinsurance, and mortgage insurance company. He served as CEO from 2018 until his retirement in
2024, having been an integral member of Arch's founding team since 2001. Under his leadership, Arch grew into one of the most respected
and profitable insurance companies in the world.
“Marc
is considered one of the greatest insurance company CEOs of his generation, known for his expertise in cycle management and driving long-term
profitability and diversified growth,” said HHH Executive Chairman Bill Ackman. “Under Marc’s leadership, first as
President of Arch and then as CEO, Arch established itself as one of the world's preeminent specialty insurers and reinsurers. During
his nearly seven-year tenure as CEO, Arch delivered a total shareholder return of 298%, or 23.2% per annum, compared to 144% and 14.4%
for the S&P Insurance Index over the same period.1 Marc’s early career included foundational experience
working with extraordinary insurance executives including Ajit Jain from Berkshire Hathaway and Paul Ingrey at F&G Re. We will greatly
benefit from Marc’s extraordinary experience and wise counsel.”
Mr. Grandisson’s appointment comes at a pivotal moment for Howard
Hughes as the Company is expected to close this quarter on its acquisition of Vantage Group Holdings, a leading specialty insurance and
reinsurance company, which will serve as the cornerstone of HHH’s evolution into a diversified holding company.
1
Share price return figures are measured from March 2, 2018 (the last trading day prior to Mr. Grandisson’s promotion as CEO of
Arch on March 3, 2018) to October 11, 2024 (the last trading day prior to the announcement of Mr. Grandisson’s retirement from Arch
on October 14, 2024).
“Howard Hughes is at an important inflection point in its history,
and I am honored to join the board to help the company achieve its long-term strategic vision,” said Marc Grandisson. “I
look forward to working alongside my fellow directors to help build a great company and to create long-term value for shareholders.”
In
connection with his appointment, Mr. Grandisson is investing $10 million to purchase, for fair market value, warrants on 1,131,273
shares of Howard Hughes common stock with a strike price of $100 per share and a term of five years. The warrants cannot be sold, transferred,
or hedged for four years.
Mr.
Grandisson will join the HHH board as one of Pershing Square’s appointees, replacing Ben Hakim. Mr. Grandisson will join
Pershing Square as a partner in March 2027, at which time he will receive a one-time grant of 400,000 shares of Pershing Square Inc.
(“PS”) restricted stock units which will vest over four years. PS is the prospective parent company of Pershing Square Capital
Management, L.P. (“PSCM”).
About Marc Grandisson
Marc
Grandisson is the former CEO of Arch Capital Group Ltd. (NASDAQ: ACGL), which he joined in 2001 and became CEO in March 2018. Born and
raised in Quebec, Canada, he earned an undergraduate degree in Actuarial Science from Université Laval in 1990 and an MBA from
the Wharton School of the University of Pennsylvania in 2000. He is a Fellow of the Casualty Actuarial Society and a member
of the American Academy of Actuaries and served as Chairman of ABIR (the Association of Bermuda Insurers and Reinsurers) from 2021-22.
Prior to ACGL, he worked for Berkshire Hathaway, F&G Re, and Towers Watson. Mr. Grandisson is a minority investor in the NHL’s
Carolina Hurricanes and the NBA’s Portland Trail Blazers.
About Howard Hughes Holdings Inc.
Howard Hughes Holdings Inc. (NYSE: HHH) is a diversified holding company.
HHH’s real estate subsidiary, Howard Hughes Communities, owns, manages, and develops one of the nation's preeminent portfolios
of master planned communities and mixed-use assets, including Summerlin® in Las Vegas, The Woodlands® and Bridgeland® in
Greater Houston, Ward Village® in Honolulu, and Teravalis™ in Greater Phoenix. With the acquisition of Vantage Group Holdings,
HHH will add a leading specialty insurance and reinsurance platform as its second core operating subsidiary.
For
additional information visit www.howardhughes.com.
About Pershing Square Capital Management, L.P.
Pershing Square Capital Management, L.P., based in New York City,
is a SEC-registered investment advisor to permanent capital vehicles with approximately $31 billion of assets under management.
About Pershing Square Inc.
Pershing Square Inc., an alternative investment management company,
is the prospective parent company of PSCM that will result from the statutory conversion of Pershing Square Holdco, L.P., the current
parent company of PSCM, from a Delaware limited partnership to a Nevada corporation prior to the effectiveness of the Registration Statements.
Safe Harbor Statement
Statements made in this press release that are not historical facts,
including statements accompanied by words such as “will,” “believe,” “expect,” “enables,”
“realize,” “plan,” “intend,” “assume,” “transform” and other words of similar
expression, are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements
are based on management’s expectations, estimates, assumptions, and projections as of the date of this release and are not guarantees
of future performance. Actual results may differ materially from those expressed or implied in these statements. Factors that could cause
actual results to differ materially are set forth as risk factors in Howard Hughes Holdings Inc.’s filings with the Securities
and Exchange Commission, including its Quarterly and Annual Reports. Howard Hughes Holdings Inc. cautions you not to place undue reliance
on the forward-looking statements contained in this release. Howard Hughes Holdings Inc. does not undertake any obligation to publicly
update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the date of this
release.
###
Media Relations:
Cristina
Carlson
Howard Hughes
cristina.carlson@howardhughes.com
646-822-6910
Francis McGill
Pershing Square
McGill@persq.com
212-909-2455
Investor Relations:
investorrelations@howardhughes.com
281-929-7700
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