Howard Hughes (HHH) Board Member Receives 2,094 Restricted Shares

Rhea-AI Filing Summary

Howard Hughes Holdings Inc. (HHH) – Form 4 insider filing: On 20 June 2025 director Jean-Baptiste Wautier received 2,094 shares of common stock under the company’s 2020 Equity Incentive Plan.

The award is classified as an "A" (acquisition) transaction at a stated price of $0, reflecting a restricted-stock grant rather than an open-market purchase. The shares will vest on the earlier of the 2026 annual shareholder meeting or 1 June 2026.

Following the grant, the director’s total directly owned position stands at 2,094 shares. No derivative securities were reported, and there were no dispositions, sales, or cash purchases disclosed in this filing.

The transaction is routine board compensation and modest relative to Howard Hughes’s 50 million-plus share count, but it incrementally aligns the director’s economic interests with those of shareholders.

Positive

• Director ownership increases, modestly aligning board and shareholder interests through an additional 2,094 restricted shares.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Minor routine director grant; negligible balance-sheet impact; marginally positive alignment.

This Form 4 shows a standard annual equity retainer of 2,094 shares to non-employee director Jean-Baptiste Wautier. Because the award is restricted stock that vests in roughly one year, it incentivises continued board service and long-term value creation. The dollar value is small versus HHH’s market cap, so liquidity or EPS dilution effects are immaterial. No red flags such as accelerated vesting, derivative instruments, or sales accompany the grant. Overall governance takeaway: routine, shareholder-friendly compensation structure.

Portfolio Manager

TL;DR: Insider adds shares via grant; signal is neutral given size.

While insider ownership increases are typically a constructive signal, this particular transaction is compensation-related, not an opportunistic purchase. The 2,094-share grant represents a de-minimis 0.004% of outstanding shares and therefore has no valuation implications. I categorise the market impact as neutral; however, ongoing equity-based pay does keep the board economically aligned with common shareholders.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Wautier Jean-Baptiste Robert Bernard

Role Director

Type	Security	Shares	Price	Value
Grant/Award	Common stock, $0.01 par value	2,094	$0.00	--

Holdings After Transaction: Common stock, $0.01 par value — 2,094 shares (Direct)

Footnotes (1)

1. [object Object]

Form 4 Insider Transactions: What Each Field Means →

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wautier Jean-Baptiste Robert Bernard

(Last) (First) (Middle)

9950 WOODLOCH FOREST DRIVE

SUITE 1100

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/20/2025

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

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock, $0.01 par value	06/20/2025		A		2,094(1)	A	$0	2,094	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock granted to non-employee directors pursuant to the Issuer's 2020 Equity Incentive Plan. The shares vest on the earlier of the 2026 annual meeting of stockholders of Howard Hughes Holdings Inc. or June 1, 2026.

	/s/ Nathan Bryce (Attorney-in-Fact for Jean-Baptiste Wautier)	06/25/2025
	** 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 4 (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.

FAQ

How many Howard Hughes (HHH) shares did the director acquire?

Jean-Baptiste Wautier received 2,094 shares of HHH common stock.

Was the transaction an open-market purchase?

No. It was a restricted-stock grant under the 2020 Equity Incentive Plan at $0 cost.

When will the granted shares vest?

The shares vest on the earlier of the 2026 annual shareholder meeting or 1 June 2026.

What is the director's total ownership after the grant?

Following the transaction, the director owns 2,094 HHH shares directly.

Does the filing disclose any derivative security activity?

No derivative securities were reported in Table II of this Form 4.