Howard Hughes Holdings Inc 2024年度报告

FORM10-K/A (Amendment No.1)(MARK ONE) 9950 Woodloch Forest Drive,Suite1100,The Woodlands,Texas77380(Address of principal executive offices, including zip code)Registrant’s telephone number, including area code(281)719-6100 Securities registered pursuant to Section12(b)of the Act: Securities registered pursuant to Section12(g)of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act.Yes☒No☐ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section13 or 15(d)of the Securities Exchange Act of1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)has been subject tosuch filing requirements for the past 90days.Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule405 of Regulation S-T (§232.405 of this chapter) during the preceding 12months (or for such shorter period that the registrant was requiredto submit such files).Yes☒No☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company,or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerginggrowth company” in Rule12b-2 of the Exchange Act. Large accelerated filer☒Acceleratedfiler☐Emerging growthcompany☐Non-acceleratedfiler☐Smaller reporting company☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying withany new or revised financial accounting standards provided pursuant to Section13(a)of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section404(b)of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accountingfirm that prepared or issued its audit report.☒ If securities are registered pursuant to Section12(b)of the Act, indicate by check mark whether the financial statements of the registrant includedin the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Act).Yes☐No☒ As of June30, 2024, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately$2.0billion based on the closing sale price as reported on the New York Stock Exchange on June28, 2024, the last trading day of the registrant’ssecond quarter. The number of shares of common stock, $0.01 par value, outstanding as of April23, 2025 was50,393,938. DOCUMENTS INCORPORATED BY REFERENCENone in this Amendment No.1 on Form10-K/A. EXPLANATORY NOTE This Amendment No.1 on Form10-K/A (this “Amendment”) amends the Annual Report on Form10-K ofHoward Hughes HoldingsInc. (the “Company”) for theyear ended December31, 2024, originally filed with theU.S. Securities and Exchange Commission (“SEC”) on February28, 2025 (the “Original Filing”). This Amendment is being filed to provide the information required by Items 10 through 14 of PartIII of theAnnual Report on Form10-K. This information was previously omitted from the Original Filing in reliance onGeneral Instruction G(3)to the Annual Report on Form10-K, which permits the above-referenced Items to beincorporated in the Annual Report on Form10-K by reference from a definitive proxy statement, if suchdefinitive proxy statement is filed no later than 120days after December31, 2024. At this time, the Company isfiling this Amendment to include PartIII information in its Annual Report on Form10-K because the Companydoes not intend to file a definitive proxy statement within 120days of December31, 2024. The reference on the cover pageof the Original Filing to the incorporation by reference of portions of theCompany’s definitive proxy statement into PartIII of the Original Filing is hereby deleted. Items 10 through 14of PartIII of the Original Filing are hereby amended and restated in their entirety as set forth in this Amendment.In addition, pursuant to Rule12b-15 under the Securities Exchange Act of 1934, as amended, the Company isincluding with this Amendment in Item15 of PartIV certain currently dated certifications under the Sarbanes-Oxley Act of 2002. T