Howard Hughes Unveils Insurance-Led Strategy After Board Wins Strong Support

Key Points

• Shareholders strongly backed Howard Hughes’ board and proposals: All 11 director nominees received more than 96% support, while executive compensation and auditor ratification each received about 99% approval.
• The company is shifting toward an insurance-led holding company through its majority-owned Vantage specialty insurer, emphasizing disciplined underwriting, lower leverage and a liquid investment portfolio concentrated in short-term U.S. Treasuries and equities.
• Howard Hughes plans to make its real estate business more capital-light by bringing joint-venture partners into roughly 80% of equity invested in income-producing assets and master planned communities, potentially releasing more than $2 billion for reinvestment in Vantage and other opportunities.

Howard Hughes NYSE: HHH shareholders elected all 11 board nominees, approved the company’s advisory executive-compensation proposal and ratified KPMG as independent auditor for 2026, according to preliminary results announced at the company’s annual meeting.

Executive Chair Bill Ackman said each director received more than 96% support, while the say-on-pay proposal and auditor ratification each received about 99% support. Final voting results are expected to be filed with the Securities and Exchange Commission within four business days.

Company outlines insurance-led strategy

Following the formal meeting, Ackman outlined Howard Hughes’ strategy to become an insurance-led diversified holding company while reshaping its real estate operations into a more capital-light business.

The centerpiece of that strategy is the company’s June acquisition of specialty insurance and reinsurance company Vantage. Ackman said Howard Hughes injected $900 million of capital into Vantage, with $300 million coming from Howard Hughes’ balance sheet and the remainder provided by Pershing Square. Howard Hughes owns slightly more than half of Vantage, while Pershing Square holds the remaining economic interest through a preferred instrument that Howard Hughes can redeem over seven years.

Ackman said the company’s initial focus is to expand Vantage’s capital base and eventually consider redeeming the preferred interest, depending on relative investment opportunities. He said the company does not expect major insurance acquisitions in the near term.

Vantage Executive Chair Marc Grandisson said the insurer’s approach will emphasize underwriting discipline over premium growth. “Top-line volatility leads to bottom-line stability,” Grandisson said, describing a strategy of writing more business when market conditions are favorable and reducing exposure when pricing does not meet return requirements.

Grandisson, formerly CEO of Arch Capital, said Vantage has room to grow because of its relatively small scale and opportunities across specialty insurance and reinsurance. He identified Europe and London as potential areas for expansion, while also citing opportunities to build in existing product lines and potentially add areas such as liability coverage.

David Gansberg is expected to become Vantage’s CEO in June, while Grandisson continues as executive chair. Ackman also highlighted the addition of Lucy Fato, formerly vice chair and general counsel at AIG, to the broader leadership effort.

Investment portfolio repositioned

Ackman said Vantage’s investment portfolio was repositioned shortly after the acquisition. At closing, the roughly $3.1 billion portfolio consisted primarily of fixed-income investments. The company sold its longer-duration fixed-income holdings and shifted capital toward short-term U.S. Treasuries and a common-stock portfolio managed by Pershing Square.

According to Ackman, short-term Treasuries now represent about 62% of the portfolio, while common stocks account for about 37%. He described the approach as a “barbell” strategy intended to maintain liquidity for insurance obligations while seeking higher long-term returns from equities.

Howard Hughes and Pershing Square compared the strategy to Berkshire Hathaway’s longstanding practice of holding substantial liquid assets against insurance float while investing surplus capital in equities. Ackman said Howard Hughes intends to maintain lower leverage than a typical property-and-casualty insurer and write less premium relative to equity than the industry norm, although management said those levels could evolve as Vantage grows.

Grandisson said Vantage currently has limited catastrophe exposure and that risk management will focus on avoiding events that could materially impair capital. He said the company monitors a range of potential exposures and uses conservative assumptions in assessing probable maximum losses.

Real estate business to seek partners

Howard Hughes also plans to bring outside capital into its real estate portfolio, with the objective of extracting capital for redeployment into Vantage while retaining operating control and a meaningful ownership interest in projects.

Ackman said the company intends to seek joint-venture partners for approximately 80% of the equity invested in income-producing assets and its master planned community business. The company also plans to sell certain non-core assets.

David O’Reilly, CEO of Howard Hughes, said advisers are expected to begin marketing the income-producing portfolio to potential partners by the end of the year. He said the company has about $2 billion to $2.2 billion of equity in income-producing assets. Ackman said the company believes it could generate more than $2 billion of capital “comfortably into next year,” though he described timing around the master planned community business as less certain.

The company estimated the after-tax value of its real estate assets at roughly $5 billion and said it could retain about $1 billion of equity exposure while potentially extracting about $4 billion for other uses. Ackman said the new structure would allow Howard Hughes to earn management, performance and incentive fees on third-party capital while continuing to own and control interests in its real estate assets.

O’Reilly said asset-level transactions would involve sales of equity rather than the elimination of existing property debt. For residential land, which generally does not carry substantial leverage, the company expects the strategy to retain a meaningful equity stake while enabling additional development activity where risk-adjusted returns justify it.

Management addresses valuation and capital allocation

Ackman said management believes Howard Hughes shares trade at a discount to the after-tax value of its real estate portfolio, with Vantage valued near cost in the market. He argued that transitioning from an asset-heavy real estate company to a capital-light real estate manager and insurance-led holding company could improve returns on equity and lead to a higher market valuation.

When asked whether the company should repurchase shares, Ackman said he believes the highest-return use of marginal capital is currently investment in Vantage, including potentially redeeming Pershing Square’s preferred interest, rather than buying back Howard Hughes shares.

Management also said it does not expect to materially expand its long-term land bank. O’Reilly said Teravalis, the company’s 37,000-acre community west of the White Tank Mountains in Arizona, has commercial-development potential that could include data centers. He said the company has water supply certificates for the first 5,000 acres of the community and is in discussions with companies considering relocations.

About Howard Hughes (NYSE:HHH)

Howard Hughes Holdings Inc NYSE: HHH is a real estate development and management company focused primarily on master planned communities and mixed-use properties. The company develops residential neighborhoods and supporting infrastructure while also owning and operating commercial, retail, office, multifamily, hospitality and entertainment assets.

Its portfolio includes master planned communities such as The Woodlands, Bridgeland and The Woodlands Hills in the Houston area; Summerlin in the Las Vegas region; Ward Village in Honolulu; and Teravalis in the Phoenix metropolitan area.

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