Amendment to Schedule 13D for Howard Hughes Holdings Inc.

This filing is an amendment to a Schedule 13D concerning Howard Hughes Holdings Inc. (HHH). Pershing Square Holdings, Ltd. has entered into an equity commitment letter to purchase up to $1.0 billion of HHH's Non-Voting Exchangeable Perpetual Preferred Stock. This funding is contingent upon the closing of the Vantage Transaction, where HHH will acquire all of Vantage's outstanding shares. The proceeds will be used to fund the Vantage Transaction and provide additional equity capital to Vantage for working capital. The Preferred Stock will be perpetual, non-voting, and rank pari passu with common stock, with dividends subject to the discretion of Disinterested Directors. HHH has a call option to repurchase the Preferred Stock, and mandatory repurchase is triggered by a change of control, sale of assets, or material breach. Holders can exchange the Preferred Stock into common stock of Vantage under certain conditions, subject to an ownership cap of 49% of Vantage's common stock without director approval. Pershing Square will have customary registration rights, including the right to require an IPO or direct listing concurrent with the exchange of Vantage Common Stock. HHH will bear expenses related to this transaction up to $4.5 million.