Item 4 — Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following information: On June 4, 2026 (the "Closing Date"), Howard Hughes Insurance Holdings, LLC, a Delaware limited liability company ("Buyer") and wholly-owned subsidiary of the Issuer completed its previously announced acquisition (the "Vantage Transaction") of Vantage Group Holdings, Ltd., a Bermuda exempted company with liability limited by shares (such entity, "Vantage", and the completion of such transaction, the "Closing"), pursuant to that certain Purchase and Sale Agreement (the "Purchase Agreement"), dated as of December 17, 2025, by and among Buyer, Vantage, Carlyle Partners VII Cayman Holdings V, L.P., a Cayman Islands exempted limited partnership (the "Carlyle Investor"), H&F Vantage Aggregator, L.P., a Cayman Islands exempted limited partnership (the "H&F Investor"), each of the other shareholders of Vantage (the "Additional Shareholders", together with the Carlyle Investor and the H&F Investor, each a "Seller" and collectively, the "Sellers"), the Carlyle Investor and the H&F Investor, in their capacities as the Sellers' representatives, and, solely for purposes of guaranteeing the obligations of Buyer pursuant to the Purchase Agreement, the Issuer. At the Closing, Buyer acquired all of Vantage's outstanding shares of capital stock for an aggregate cash consideration of approximately $2.1 billion, subject to customary adjustments. The Vantage Transaction was completed following the satisfaction of the closing conditions set forth in the Purchase Agreement. The Financing The Vantage Transaction was financed through cash on hand and $1 billion of non-voting preferred equity financing from PSH. A committee of the Board of Directors of the Issuer (the "Board"), comprised solely of independent and disinterested directors and established by the Board for the purpose of evaluating, negotiating and approving (or rejecting) the financing, in accordance with the terms of the existing Standstill Agreement between the Issuer and Pershing Square Inc. (formerly known as Pershing Square Holdco, L.P.), unanimously approved, and recommended that the Board approve, the financing. Based on the committee's recommendation, the Board approved such financing and the issuance of the Preferred Stock. Subscription Agreement In connection with the Closing, on the Closing Date, the Issuer entered into a Subscription Agreement (the "SA") with PSH on terms substantially similar to the terms set forth in the equity commitment letter, dated as of December 17, 2025, by and between the Issuer and PSH (the "Equity Commitment Letter"). Pursuant to the SA, the Issuer issued and sold Series A Non-Voting Exchangeable Perpetual Preferred Stock, par value $0.01 per share (the "Preferred Stock") to PSH for an aggregate purchase price of $1.0 billion. Pursuant to the SA, PSH has a right of first refusal with respect to any proposed secondary sale of any equity securities of Buyer (including any instruments convertible into such equity) to any third party. The right of first refusal permits PSH to purchase any of those equity securities from the Issuer or Buyer on the terms and conditions offered to the other third party. In the event the exercise of the right of first refusal would cause PSH to exceed the Ownership Cap (as defined below), the underlying proposed sale shall require the consent of a majority-in-interest of the holders of Preferred Stock (in addition to the approval of a majority of the Issuer's Disinterested Directors). The foregoing description of the SA does not purport to be complete and is subject to, and qualified in its entirety by reference to, the full text of the SA, a copy of which is attached hereto as Exhibit 99.44 and incorporated herein by reference. Certificate of Designations of the Preferred Stock Each share of Preferred Stock issued to PSH pursuant to the SA has the powers, designations, preferences and other rights as set forth in the Certificate of Designations of the Preferred Stock filed by the Issuer with the Secretary of State of the State of Delaware on the Closing Date (the "Certificate of Designations"). Ranking The Preferred Stock will rank pari passu with the Issuer's common stock, including with respect to payment rights and liquidation. Voting Rights Except as required by law and subject to certain protective provisions in the Certificate of Designations, the holders of the Preferred Stock will not have any voting rights. Dividends A majority of Disinterested Directors (as defined in the Certificate of Designations) of the Board may declare dividends on the Preferred Stock, and if declared, such dividends will be paid out of the assets of the Issuer legally available for the payment of dividends. Such declared dividends may not exceed the pro rata cash dividends or distributions actually received by the Issuer from Vantage (through Buyer). Exchange Right Within 60 days following (i) the end of the seventh fiscal