SEC FORM 3

SEC FORM 3SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

GRANDISSON MARC

(Last)

(First)

(Middle)

9950 WOODLOCH FOREST DRIVE

SUITE 1100

(Street)

THE WOODLANDS

TEXAS

77381

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
05/07/2026

3. Issuer Name and Ticker or Trading Symbol
Howard Hughes Holdings Inc. [ HHH ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant (right to buy)	04/20/2030⁽¹⁾	04/20/2031	Common stock, par value $0.01 per share	1,131,273⁽²⁾	$100	I	By MGFT Investments LLC⁽³⁾

Explanation of Responses:

1. Pursuant to a Warrant Agreement, dated as of April 20, 2026 (the "Warrant Agreement"), by and between Howard Hughes Holdings Inc. (the "Company") and MGFT Investments LLC, the Warrant becomes exercisable on April 20, 2030 (the fourth anniversary of the effective date of the Warrant Agreement) and expires on April 20, 2031 (the fifth anniversary of the effective date of the Warrant Agreement), subject to extension on a day-for-day basis (not to exceed eighteen (18) months) for any period during which the holder is prohibited from exercising the Warrant due to the necessity of obtaining any required governmental or regulatory approval.

2. Reflects shares of Common Stock issuable upon exercise of a warrant to purchase shares of the common stock of the Company pursuant to the Warrant Agreement.

3. The Warrant is held of record by MGFT Investments LLC, a Delaware limited liability company that is solely owned and controlled by a trust for the benefit of certain members of Mr. Grandisson's family. Mr. Grandisson disclaims beneficial ownership of the Warrant, and the shares of Common Stock issuable upon exercise thereof, except to the extent of his pecuniary interest therein.

Remarks:

Mr. Grandisson became a Reporting Person of the Issuer pursuant to his appointment to the Board of Directors of Howard Hughes Holdings Inc. effective May 7, 2026. Exhibit 24 - Power of Attorney

	/s/ Nathan Bryce (Attorney-in-Fact for Marc Grandisson)	05/13/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)

SEC Form 3 filed by new insider Grandisson Marc